Arrêté ministériel portant approbation des règles des marchés d'Euronext Brussels [et portant abrogation de l'arrêté ministériel du 16 avril 1996 portant approbation du règlement du marché de la Bourse de…

29 MAI 2001. - Arrêté ministériel portant approbation des règles des marchés d'Euronext Brussels [et portant abrogation de l'arrêté ministériel du 16 avril 1996 portant approbation du règlement du marché de la Bourse de Bruxelles] Le Ministre des Finances, Vu la loi du 6 avril 1995Documents pertinents retrouvés type loi prom.

06/04/1995 pub.

29/05/2012 numac 2012000346 source service public federal interieur Loi organisant la commission parlementaire de concertation prévue à l'article 82 de la Constitution et modifiant les lois coordonnées sur le Conseil d'Etat. - Coordination officieuse en langue allemande fermer relative aux marchés secondaires, au statut des entreprises d'investissement et à leur contrôle, aux intermédiaires et conseillers en placements, notamment l'article 10, remplacé par loi du 12 août 2000, et l'article 14;

Vu l'arrêté ministériel du 16 avril 1996 portant approbation du règlement du marché de la Bourse de Bruxelles, modifié par les arrêtés ministériels des 13 janvier 1997, 1er décembre 1997, 27 novembre 1998 et 27 novembre 2000;

Vu la proposition du conseil d'administration d'Euronext Brussels;

Vu l'avis de l'autorité de marché d'Euronext Brussels;

Vu l'avis de la Commission bancaire et financière;

Arrête : Article 1er.Les règles des marchés d'Euronext Brussels, annexées au présent arrêté, sont approuvées. Art. 2.L'arrêté ministériel du 16 avril 1996 portant approbation du règlement du marché de la Bourse de Bruxelles est abrogé. Art. 3.Le présent arrêté entre en vigueur le 21 mai 2001 Bruxelles, le 29 mai 2001.

D. REYNDERS Annexe - Bijlage RULE BOOK TABLE OF CONTENTS BOOK I. - HARMONISED RULES CHAPTER 1. - General Provisions 1.1. Definitions 1.2. Construction 1.3. Language 1.4. Implementation and Modification of Rules 1.5. Publication and Communications 1.6. Certain Undertakings 1.7. Governing Law 1.8. Settlement of Disputes 1.9. Entry into Effect CHAPTER 2. - Membership 2.1. Euronext Membership and Trading Activities 2.2. Requirements for Euronext Membership 2.3. Application Procedure 2.4. Members' Continuing Obligations 2.5. Clearing Agreement 2.6. Off-site Terminals 2.7. Registration 2.8. Resignation, Suspension and Termination 2.9. Transitional Provisions CHAPTER 3. - Rules of Conduct CHAPTER 4. - Trading Rules for Securities 4.1.

General 4.2. Orders 4.3. Trading Cycle 4.4. Market Mechanisms 4.5. Recording, Confirmation, Reporting and Publication 4.6. Clearing CHAPTER 5. - Trading Rules for Derivatives CHAPTER 6. - Listing of Securities CHAPTER 7. - Special Rules for Next Economy and Next Prime Segments CHAPTER 8. - Admission to Trading of Derivatives CHAPTER 9. - Enforcement of Rules BOOK II. - SPECIFIC RULES FOR EURONEXT BRUSSELS CHAPTER 1. - General Provisions B-1.1. Definitions B-1.2. Construction B-1.3. Settlement of Disputes CHAPTER 2. - General Provisions Regarding Securities Markets B-2.1. General B-2.2. Transparency B-2.3. Rules of Conduct B-2.4. Special Procedures Applicable to Listing of Securities CHAPTER 3. - First Market B-3.1.

Scope B-3.2. Application Procedure B-3.3. Listing Conditions B-3.4. Continuing Obligations of Issuers B-3.5. Delisting CHAPTER 4. - Second Market B-4.1. Scope B-4.2. Listing of Securities on the Second Market B-4.3. Continuing Obligations of Issuers B-4.4. Delisting CHAPTER 5. - New Market B-5.1. Scope B-5.2. Listing of Securities on the New Market B-5.3. Continuing Obligations of Issuers B-5.4. Delisting CHAPTER 6. - Public Debt Instruments Compartment CHAPTER 7. - Trading Facility B-7.1. Scope B-7.2. Admission of Securities on the Trading Facility B-7.3. Continuing Obligations of Applicants B-7.4. Withdrawal CHAPTER 8. - Public Auctions Market CHAPTER 9. - Derivatives Market CHAPTER 10. - Transitional Provisions B-10.1.

General B-10.2. Market Authority B-10.3. Disciplinary Commission BOOK I. - HARMONIZED MARKET RULES CHAPTER 1. - General Provisions 1.1. Definitions For purposes of this Rule Book, the following capitalized terms shall, unless specifically provided otherwise, have the following meanings : « Admission Agreement » : the written agreement entered into between the Relevant Euronext Market Undertaking* and a Member or prospective Member pursuant to Rule 2101/2 and co-signed by the other Euronext Market Undertakings; « Admitted Financial Instrument » : any Financial Instrument admitted to listing or trading on a Euronext Market; « Authorized Representative » : an individual appointed within a Member's organization, and registered with the Relevant Euronext Market Undertaking*, pursuant to Rule 2206; « Banking Directive » : EU Directive 2000/12/EC of the European Parliament and of the Council of March 20, 2000 relating to the taking up and pursuit of the business of credit institutions; « Block Trade » : any Transaction of the kind defined in Rule 4403; « Broker » : any Member admitted in the capacity of broker pursuant to Rule 2102/2; « Capital Adequacy Directive » : Council Directive 93/6/EEC of March 15, 1993 on the capital adequacy of investment firms and credit institutions; « Chinese Walls » : a set of adequate written and enforceable policies and procedures of a Member, appropriate to the nature of such Member's business, to segment effectively the flow of material information between clearly identified business areas in order to prevent the misuse of such information; « Clearing Agreement » : the written agreement entered into pursuant to Rule 2501 between a Clearing Member authorized as a general Clearing Member, on the one hand, and a Member or prospective Member that is not a Clearing Member, on the other hand; « Clearing House » : Banque centrale de Compensation S.A. or « Clearnet » for short, a corporation (« société anonyme ») organized under the laws of France, being a clearing institution within the meaning of Article L. 442-1 of the French Monetary and Financial Code (« Code monétaire et financier ») and designated by Euronext as the institution responsible for clearing the Transactions effected on the Euronext Markets; « Clearing Member » : any Person authorized by the Clearing House to clear Transactions in accordance with the relevant provisions of the Clearing Rule Book; « Clearing Rule Book » : the collection of rules governing the organization and operation of the Clearing House, adopted by the Clearing House and approved by the Competent Authorities, as interpreted and implemented by instructions and notices issued by the Clearing House; « Client » : any Person who employs the services of a Member in relation to one or more orders for the purchase or sale of one or more Admitted Financial Instruments; « Competent Authority » : the public authority or self-regulatory body of Belgium, France or the Netherlands, as the case may be, having jurisdiction over the relevant matter; « Compliance Department » : the compliance department of the Relevant Euronext Market Undertaking;

« Credit Institution » : any credit institution as defined in Article 1(1) of the Banking Directive, excluding any of the institutions referred to in Article 2(3) thereof; « Cross-Membership Agreement » : the cross-membership agreement entered into between the Euronext Market Undertakings on April 25, 2001; « Dealer » : any Member admitted in the capacity of dealer pursuant to Rule 2102/3; « Derivative » : any non-securitized instrument of one of the following categories : (i) options and futures contracts in respect of Securities or commodities, including equivalent cash-settled instruments; (ii) any other instruments the value of which is determined by reference to prices of Securities or commodities, interest rates or yields, foreign exchange rates or other indices or measures which, subject to relevant National Regulations, Euronext may determine to be eligible for trading on a Euronext Market for Derivatives; « Euronext » : the corporate group consisting of Euronext N.V., a corporation (« naamloze vennootschap ») organized under the laws of the Netherlands, the Euronext Market Undertakings and any other subsidiary of Euronext N.V., as the context may require; « Euronext Amsterdam » : Euronext Amsterdam N.V., a corporation (« naamloze vennootschap ») organized under the laws of the Netherlands, operator of a securities exchange (« houder van een effectenbeurs ») authorized pursuant to Article 22 of the Dutch Securities Markets Supervision Act of 1995 (« Wet toezicht effectenverkeer 1995 »); « Euronext Brussels » : Euronext Brussels S.A./N.V., a corporation (« société anonyme », « naamloze vennootschap ») organized under the laws of Belgium, operator of a securities exchange authorized by Article 7, § 2, of the Belgian Law of April 6, 1995 on secondary markets, the status and supervision of investment firms, and intermediaries and investment advisers (« Loi relative aux marchés secondaires, au statut des entreprises d'investissement et à leur contrôle, aux intermédiaires et conseillers en placements » / « Wet inzake de secundaire markten, het statuut van en het toezicht op de beleggingsondernemingen, de bemiddelaars en beleggingsadviseurs »); « Euronext Market » : any Regulated Market for Financial Instruments operated by any Euronext Market Undertaking; « Euronext Market Undertakings » : Euronext Amsterdam, Euronext Brussels and Euronext Paris; « Euronext Membership » : membership of the Euronext Markets for Securities as defined in Rule 2101; « Euronext Paris » : Euronext Paris S.A., a corporation (« société anonyme ») organized under the laws of France and a market undertaking (« entreprise de marché ») within the meaning of Article L. 441-1 of the French Monetary and Financial Code; « Euronext Trading Platform » : the technical platform operated by Euronext and interlinking Euronext Markets for Securities or for Derivatives, as the case may be;

« Financial Institution » : any financial institution as defined in Article 1(5) of the Banking Directive, which fulfills the conditions set forth in Article 19 thereof; « Financial Instrument » : any Security or Derivative; « Home State » : the State in which a Person has its registered office or, absent a registered office, its head office or, in the case of an individual, the State in which such individual has its principal place of business; « Information Technology Agreement » : the written agreement entered into between the Relevant Euronext Market Undertaking* and a Member or prospective Member pursuant to Rule 2204/2 and co-signed by the other Euronext Market Undertakings; « Investment Firm » : a Person, other than a Credit Institution or a Financial Institution, whose regular occupation or business is the provision of Investment Services for third parties on a professional basis, within the meaning of Article 1(2) of the Investment Services Directive; « Investment Service » : any of the services listed in Section A of the Annex to the Investment Services Directive, relating to any Financial Instrument, that are provided to a third party; « Investment Services Directive » : Council Directive 93/22/EEC of May 10, 1993 on investment services in the securities field; « Issuer » : any legal entity that has issued an Admitted Financial Instrument; « Listing Directive » : Council Directive 79/279/EEC of March 5, 1979 coordinating the conditions for the admission of securities to official stock exchange listing; « Liquidity Provider » : any Dealer who has undertaken, and been authorized by the Relevant Euronext Market Undertaking**, to enhance the market liquidity of a particular Admitted Financial Instrument, in accordance with Rule 2103; « Liquidity Provision Agreement » : the written agreement entered into between the Relevant Euronext Market Undertaking** and a Liquidity Provider pursuant to Rule 2103/2; « Member » : any Person who has been admitted to Euronext Membership and whose membership has not been terminated; « Member State » : any of the Member States of the European Economic Area; « National Regulations » : any and all laws and regulations applicable in the jurisdiction of the Relevant Euronext Market Undertaking; « Notice » : any written communication, labeled « Notice », issued by the Euronext Market Undertakings to Members or Issuers generally or to any class of Members or Issuers for the purpose of interpreting or implementing the Rules or any other purpose contemplated in this Rule Book;

« Other Investment Service Provider » : any Person which is authorized by the competent authority of its Home State to engage in brokerage and/or dealing in Financial Instruments, within the meaning of items 1(b) and 2 of Section A of the Annex to the Investment Services Directive, but is not a Qualifying Investment Service Provider; « Person » : any individual, corporation, partnership, association, trust or entity as the context admits or requires; « Qualifying Investment Service Provider » : any Investment Firm, Credit Institution or Financial Institution having its registered office or, absent a registered office, its head office in one of the Member States and authorized by the competent authority of its Home State to engage in brokerage and/or dealing in Financial Instruments, within the meaning of items 1(b) and 2 of Section A of the Annex to the Investment Services Directive, with the exception of the firms or undertakings referred to in Article 2(2) thereof; « Regulated Market » : any organized market for Financial Instruments within the scope of Article 1(13) of the Investment Services Directive; « Related Parties » : Persons between which there exists a close link within the meaning of Article 1(26) of the Banking Directive, including any Investment Firm, Credit Institution or Financial Institution that is part of a group that is supervised on a consolidated basis; « Relevant Euronext Market Undertaking » : the Euronext Market Undertaking which has approved, or is in the process of reviewing, the application for Euronext Membership of the relevant Member or prospective Member, or the Euronext Market Undertaking which has admitted the relevant Financial Instrument to listing or trading on a Euronext Market or with which the relevant application for admission to listing or trading is pending, as the context requires; when this term is intended to refer solely to a Euronext Market Undertaking in the first sense, it is marked with an asterisk (*); when it is intended to refer solely to a Euronext Market Undertaking in the second sense, it is marked with a double asterisk (**); « Rules » : the rules set forth in this Rule Book, as interpreted or implemented by Notices; « Security » : any transferable security of one of the following categories : (i) Shares or certificates or depositary receipts in respect of Shares; (ii) bonds or other debt securities, whether or not convertible into Shares; (iii) warrants or similar securities entitling the holder to acquire any of the aforesaid securities or any basket of such securities or to receive a cash amount determined by reference to a future price or value of any such security or basket; (iv) units in collective investment undertakings or participation units in other investment vehicles; (v) any other securities which, subject to relevant National Regulations, Euronext may decide to be eligible for trading on a Euronext Market for Securities;

« Shares » : any shares of capital stock or other equity securities issued by a corporation or other incorporated business enterprise; « Trading Day » : any day on which the Euronext Markets are open for trading; « Trading Hours » : the trading hours on any Trading Day, as announced by a Notice; « Trading Manager » : an individual appointed within a Member's organization, and registered with the Relevant Euronext Market Undertaking*, pursuant to Rule 2205; « Transaction » : any purchase or sale of an Admitted Financial Instrument on a Euronext Market; 1.2. Construction 1201 References to any law, regulation, directive or rule shall be construed as those in force at the relevant time, as the same may have been amended. 1202 Unless specifically provided otherwise, cross-references to Rules, chapters or sections in this Rule Book shall be construed to refer to Rules, chapters or sections of the same book. 1203 Rules set forth in Book I shall be referred to solely by their sequence number;

Rules set forth in Book II shall be referred to by their sequence number preceded by the capital letter B. 1204 Chapter or section headings in this Rule Book or in the Notices are for ease of reference only; they are not part of the content of the relevant chapter or section and do not in any way affect the interpretation thereof. 1205 Capitalized terms used in this Rule Book shall be construed to be of such gender or number as the context admits or requires. 1206 Capitalized terms defined in section 1.1 and used but not otherwise defined in Notices or other communications of the Euronext Market Undertakings shall have the same meaning therein as set forth in section 1.1. 1207 Unless specifically provided otherwise, references to decisions or determinations made or to be made, or other acts performed or to be performed, by Euronext shall be construed to refer to decisions, determinations or other acts made or performed, or to be made or performed, jointly by the Euronext Market Undertakings. 1208 Unless specifically provided otherwise, time specifications in this Rule Book or in Notices or other communications of the Euronext Market Undertakings shall be construed to refer to Central European Time. 1209 Unless specifically provided otherwise, any time periods stated in this Rule Book or in Notices or other communications of the Euronext Market Undertakings shall be counted from midnight to midnight.

The time periods shall be deemed to begin on the day following the day on which the event that causes such period to begin takes place. If the date on which any such period terminates is not a Trading Day, the relevant time period shall expire on the next Trading Day. Time periods stated in months or years shall be counted from the starting day through the day preceding the corresponding day in the relevant subsequent month or year. 1.3. Language 1301 This Rule Book is drawn up, and Notices shall be issued, in English, French and Dutch. These language versions are equally authentic. 1302 Any applications, filings and correspondence with, and submissions to, a Euronext Market Undertaking by Members, Issuers and prospective Members or Issuers shall be in English or in the language or one of the languages of such Euronext Market Undertaking, as each Member, Issuer or prospective Member or Issuer may elect. 1303 Any arbitration procedure between Euronext and a Member shall be conducted in English or in the language or one of the languages of the Relevant Euronext Market Undertaking, depending on the language specified for this purpose in the Admission Agreement or other relevant agreement contemplated in this Rule Book, as the case may be. 1.4.

Implementation and Modification of Rules 1401 This Rule Book shall be implemented and interpreted by : (i) Notices applicable to all Euronext Markets, issued jointly by the Euronext Market Undertakings; (ii) Notices applicable only to markets operated by Euronext Brussels, issued separately by Euronext Brussels; and (iii) individual decisions adopted by Euronext Brussels pursuant to the Rules.

Notices shall become effective and binding upon publication by the Euronext Market Undertakings in the manner set forth in Rule 1501 or at such subsequent date as is specified in such publication. 1402 With a view to the adequate and proper operation of the Euronext Markets and the protection of the interests of investors on those markets, the Euronext Market Undertakings may modify the Rules, including by adopting additional Rules, whenever it deems such modifications necessary or appropriate.

The Rules are modified by decision adopted jointly by the Euronext Market Undertakings in the case of Rules set forth in Book I, or by decision of Euronext Brussels in the case of Rules set forth in Book II, in each case subject to approval by the Competent Authorities.

Such modifications shall become effective and binding on all Members and Issuers upon publication by the Euronext Market Undertakings in the manner set forth in Rule 1501 or at such subsequent date as is specified in such publication.

If any modification of the Rules, other than a modification required by European Community law or National Regulations, materially adversely affects the rights or obligations of Members generally or of any class of Members, then any Member so affected may terminate its Euronext Membership by notice in writing given to the Relevant Euronext Market Undertaking* within five Trading Days from the date of publication of the relevant modification. 1.5. Publication and Communications 1501 The Euronext Market Undertakings shall ensure publication of this Rule Book, subsequent amendments to the Rules, and Notices through dissemination to its Members and/or Issuers or to the relevant class of Members or Issuers via its trading system, posting on its website, publication in its periodical publications or individual notification as appropriate. 1502 Unless specifically provided otherwise, any notification or other communication which is required to be made in writing by any Rule may be made by any means of communication producing or permitting reproduction of a written or printed text of the notice.

Any such notification or communication shall be deemed to have been received when effectively delivered to the recipient's address or transmitted to its fax number or electronic mail address, as the case may be, except that any notification or communication made by mail shall be deemed to have been received on the second, fourth or seventh Trading Day following the postal stamp date, depending on whether the notice is sent within the same country, to another Member State or to a country outside the European Economic Area, respectively.

Any notification or communication to a Member or to an Issuer shall be made to the address, fax number or electronic mail address specified in the relevant agreement between Euronext and such Member or Issuer, or to such other address, fax number or electronic mail address as such Member or Issuer may subsequently have specifically notified in writing to the Relevant Euronext Market Undertaking. 1.6. Certain Undertakings 1601 The Euronext Market Undertakings shall use reasonable best efforts to monitor compliance with the Rules by the Members and the Issuers and to enforce the Rules. 1602 In providing trading facilities in respect of Admitted Financial Instruments and related services and communications infrastructure and connections, Euronext shall act on a commercial best efforts basis. 1.7.

Governing Law 1701 This Rule Book shall be governed by and construed in accordance with the laws of Belgium. 1.8. Settlement of Disputes 1801 Any dispute between the Euronext Market Undertakings and a Member that may arise under any of the Rules shall be finally settled through arbitration in accordance with the arbitration rules referred to in the Admission Agreement. 1.9. Entry into Effect 1901 This Rule Book shall enter into effect as of May 21, 2001, except as set forth in Rules 1902 through 1904. 1902 Pending the connection of the Euronext Markets for Securities operated by Euronext Amsterdam to the Euronext Trading Platform for Securities, the following transitional rules shall apply : (i) For purposes of the application of this Rule Book in respect of the Euronext Markets for Securities operated by Euronext Paris and Euronext Brussels, all references therein to Euronext Market Undertakings shall be construed to refer only to Euronext Paris and/or Euronext Brussels. (ii) The access of Persons admitted as trading members on a Euronext Market for Securities operated by Euronext Amsterdam to the Euronext Markets for Securities operated by Euronext Paris and Euronext Brussels, as well as the access of Persons admitted as trading members on the latter markets to a Euronext Market for Securities operated by Euronext Amsterdam shall be governed by the Cross-Membership Agreement. 1903 With regard to the Euronext Markets for Derivatives, this Rule Book shall enter into effect only upon interconnection of such markets through the Euronext Trading Platform for Derivatives. The date or successive dates of entry into effect of the aforesaid provisions shall be announced by Euronext in one or more Notices.

Pending the entry into effect of this Rule Book with regard to the Euronext Markets for Derivatives, the following transitional rules shall apply : (i) The market rules regarding membership of Euronext Markets for Derivatives and regarding trading and admission of Derivatives to trading on such markets shall be those referred to in Book II. (ii) The access of Persons admitted as trading members on a Euronext Market for Derivatives operated by any Euronext Market Undertaking to the Euronext Markets for Derivatives operated by the other Euronext Market Undertakings shall be governed by the Cross-Membership Agreement. 1904 Book I, Chapter 9 shall enter into effect only as of the date which shall be announced by Euronext in a Notice published no later than the tenth Trading Day preceding such date. Prior to this date, infringements of this Rule Book shall be subject to the enforcement rules and procedures set forth or referred to in Book II except as specifically provided otherwise in this Rule Book.

CHAPTER 2. - Membership 2.1. Euronext Membership and Trading Activities 2101 Euronext Membership 2101/1 Upon admission by the Relevant Euronext Market Undertaking* in accordance with this Chapter 2 and upon completion of such procedural requirements as may be set forth in one or more Notices on this subject, a Person shall become a member of, and be entitled to trade on, the corresponding Euronext Markets operated by the other Euronext Market Undertakings, in the same capacity and subject to the same restrictions as on the markets operated by the Relevant Euronext Market Undertaking*. 2101/2 The rights and obligations of a Member, the Relevant Euronext Market Undertaking* and the other Euronext Market Undertakings in relation to Euronext Membership shall be set forth in this Rule Book, in the Admission Agreement and in other specific agreements contemplated by this Chapter 2. 2101/3 Euronext Membership or any right arising from such membership may not in any way be transferred or encumbered. 2102 Member Capacities : Brokers and Dealers 2102/1 Persons may apply for Euronext Membership as a Broker and/or a Dealer. 2102/2 Brokers are entitled to trade exclusively for third parties, including other Members. 2102/3 Dealers are entitled to trade exclusively for their own account, including, subject to Rule 2103, with a view to enhancing market liquidity of an Admitted Financial Instrument. 2102/4 Subject to appropriate segregation between brokerage and dealing within its organization, and subject to implementation of appropriate Chinese Walls under applicable rules, a Member may be admitted to Euronext Membership in the two capacities and consequently trade as a Broker-Dealer. 2102/5 The Admission Agreement shall specify the Euronext Markets on which a Member can trade and/or the categories of Admitted Financial Instruments in which it can trade. 2103 Liquidity Providers 2103/1 Liquidity Providers introduce in the order book, continuously, during auctions or in response to specific requests, buy and sell orders for their own account in a particular Admitted Financial Instrument with a view to enhancing market liquidity of such instrument.

Only Dealers may act as Liquidity Providers, subject to prior written authorization of the Relevant Euronext Market Undertaking**. 2103/2 The obligations of a Liquidity Provider shall be set forth in the Liquidity Provision Agreement. This agreement may subject such Member to capital requirements in addition to those derived from the Capital Adequacy Directive and/or to other requirements aimed at managing the risks inherent in its activities as a Liquidity Provider. 2103/3 In exceptional market circumstances, the Relevant Euronext Market Undertaking** may suspend a Liquidity Provider's obligations.

The Relevant Euronext Market Undertaking** shall then disseminate the appropriate information to the Members in accordance with Rule 1501. 2103/4 The Relevant Euronext Market Undertaking** shall publish and regularly update the list of Liquidity Providers and relevant information relating to their activities in accordance with Rule 1501. 2.2. Requirements for Euronext Membership 2201 General Requirements 2201/1 The admission of a Person to Euronext Membership is subject to the prior written approval of the Relevant Euronext Market Undertaking*. 2201/2 Persons eligible for Euronext Membership are : (i) Qualifying Investment Service Providers authorized to trade all or certain Admitted Financial Instruments;and (ii) Other Investment Service Providers authorized under the rules of their respective Home States and National Regulations, as applicable. 2201/3 Members of a Regulated Market or other organized markets that are subject to equivalent standards with which Euronext has concluded an agreement may also apply for Euronext Membership, subject to compliance with the rules of their Home States and National Regulations, as applicable.

This agreement may, on a non-discriminatory basis, waive certain requirements set forth in this Rule Book or impose additional requirements for Euronext Membership. 2202 Clearing Capability Each prospective Member must be, or irrevocably undertake to become, a Clearing Member or, alternatively, must have entered into a Clearing Agreement or hold an irrevocable written commitment of a Clearing Member to enter into such an agreement. 2203 Professional, Organizational and Technical Requirements Prospective Members shall be required to : (i) prove professional and organizational capabilities; (ii) satisfy such general technical requirements as may be imposed by the Relevant Euronext Market Undertaking* and included in the Information Technology Agreement; and (iii) demonstrate fluency of their relevant personnel in English or in the language or one of the languages of the Relevant Euronext Market Undertaking*. 2204 Information Technology Requirements 2204/1 Prospective Members must satisfy the Relevant Euronext Market Undertaking* as to their technical capacity to be connected to the Euronext Trading Platform. 2204/2 Prospective Members must enter into an Information Technology Agreement which shall specify the technical requirements for connection to the Euronext Trading Platform. 2204/3 Each prospective Member and Member authorizes the Relevant Euronext Market Undertaking* or its duly appointed agents to audit such Member's information system and shall provide all information requested in the course of such an audit.

Each Member shall make any modifications to its information system that may be required by the Relevant Euronext Market Undertaking* as a result of such audit. 2205 Trading Managers 2205/1 Members having no more than three employees shall appoint one Trading Manager, and Members having more than three employees shall appoint at least two Trading Managers, in order to represent them vis-à-vis other Members and Euronext in respect of Transactions effected on the Euronext Trading Platform, including for the organization of controls over the trading system and the related procedures, such as order filtering procedures. 2205/2 Trading Managers must be registered with the Relevant Euronext Market Undertaking*.

Without prejudice to such specific conditions as the Relevant Euronext Market Undertaking* may impose, registration of a Trading Manager shall be subject to the following conditions : (i) the Relevant Euronext Market Undertaking* judges the individual in question fit and proper to fulfill the role of Trading Manager; (ii) the individual in question obtains a professional license by passing an exam prescribed by the Relevant Euronext Market Undertaking* or by otherwise proving its experience in a manner satisfactory to the Relevant Euronext Market Undertaking*; and (iii) without prejudice to Rule 2207/2, the relevant Member submits a written undertaking of the individual in question to comply with the Rules, the specific conditions to which its registration has been made subject and the decisions of the Euronext Market Undertakings.

The procedure and conditions of registration, including the requirements in respect of the professional license referred to in item (ii) above, shall be further specified in one or more Notices. 2205/3 A Trading Manager shall be responsible for selecting and supervising the traders of the relevant Member. The Trading Manager shall select traders that are fit and proper to act in this capacity on the Euronext Markets including (without limitation) on the basis of their professional capabilities and their knowledge of the Euronext Markets, the Rules, the Euronext Trading Platform, the Admitted Financial Instruments and the order filtering procedures. 2205/4 If a Trading Manager (i) no longer satisfies one or several of the requirements set forth in the Rules, the conditions to which its registration has been made subject or its obligations towards the Relevant Euronext Market Undertaking*, (ii) has acted in a manner that is detrimental or threatens to be detrimental to the interests of Euronext, or (iii) in any other manner has acted in breach of the Rules, the Relevant Euronext Market Undertaking* may at any time suspend the registration of such Trading Manager for a period not exceeding six months or terminate such registration.

Any such suspension or termination shall be notified to such Trading Manager and the relevant Member by registered mail. 2205/5 Upon suspension or termination of a Trading Manager's registration, the relevant Member must, where necessary, immediately appoint a new Trading Manager so as to comply at all times with Rule 2205/1. 2205/6 Registration as a Trading Manager is strictly personal and may not be transferred or assigned in any manner. 2206 Authorized Representatives 2206/1 Members shall appoint at least one Authorized Representative in order to represent them vis-à-vis the Euronext Market Undertakings in all matters pertaining to the exercise of the Member's capacity other than matters within the scope of the Trading Managers' responsibilities. The Relevant Euronext Market Undertaking* may allow the appointment of more than one Authorized Representative, up to a maximum of five per Member. 2206/2 Authorized Representatives shall also be responsible for disseminating within the relevant Member's organization and, when necessary, to their Related Parties the decisions and communications issued by the Euronext Market Undertakings and for advising the relevant Member and its directors, officers, employees, agents and representatives on the application of the Rules. 2206/3 Authorized Representatives shall be registered with the Relevant Euronext Market Undertaking* on the basis of a declaration of the relevant Member.

The Relevant Euronext Market Undertaking* may decline to register an individual as an Authorized Representative or terminate such registration if it considers that the individual in question is not or no longer fit and proper to act as an Authorized Representative. 2207 Other Provisions 2207/1 Trading Managers and Authorized Representatives may only be registered for one of such functions and only on behalf of one Member; provided that the Relevant Euronext Market Undertaking* may decide otherwise. 2207/2 Members shall be fully responsible for the acts and omissions of their Trading Managers and Authorized Representatives in the performance of their duties. 2.3. Application Procedure 2301 General 2301/1 Euronext Membership shall become effective only upon fulfillment of all of the following conditions : (i) the prospective Member fulfilling all admission requirements in relation to its capacity; (ii) the Relevant Euronext Market Undertaking* having approved the application for Euronext Membership and the prospective Member having satisfied all conditions precedent to which such approval may have been made subject; (iii) any audit of the prospective Member's information system which may have been carried out by or on behalf of the Relevant Euronext Market Undertaking* having been completed to the satisfaction of the Relevant Euronext Market Undertaking*, or the prospective Member having taken action satisfactory to the Relevant Euronext Market Undertaking* to cure any deficiency of its information system which such audit may have brought to light; and (iv) the Relevant Euronext Market Undertaking* having received originals of the Admission Agreement and the Information Technology Agreement, and, if applicable, a copy of the Clearing Agreement, all duly signed on behalf of the prospective Member. 2301/2 If a Member has not commenced trading within six months after having been notified of its admission, the Relevant Euronext Market Undertaking* may revoke its decision of admission at will. 2301/3 The Relevant Euronext Market Undertaking* shall inform the other Euronext Market Undertakings, the Members, the Clearing House and the Competent Authorities of the admission of new Members. 2302 Application Procedure 2302/1 Prospective Members shall submit a written application including, inter alia, the information and documents specified in Rule 2305 and such additional information and documents as the Relevant Euronext Market Undertaking* may, in its sole judgment, consider relevant in order to review the application. 2302/2 A Member wishing to act in a capacity other than that to which it is already admitted shall file a written application to that effect with the Relevant Euronext Market Undertaking*. 2303 Determination of Application 2303/1 The Relevant Euronext Market Undertaking* shall, within two months after receipt of an application for Euronext Membership and any additional information requested by it, in its sole discretion approve or reject such application or approve such application subject to such conditions and/or restrictions as it considers appropriate.

The Relevant Euronext Market Undertaking* shall notify the applicant of its decision by registered mail. Absent such a decision within said term of two months, the application shall be deemed rejected. 2303/2 Subject to Rule 2301/1, upon its admission by the Relevant Euronext Market Undertaking* to Euronext Membership, a Member is authorized to trade on the Euronext Markets in accordance with the terms of the Admission Agreement. 2304 Confidentiality of Information 2304/1 Without prejudice to Rule 2304/2, the Relevant Euronext Market Undertaking* shall keep confidential all information submitted to it by a prospective Member in connection with an application for Euronext Membership or obtained by it in the course of reviewing such application. 2304/2 In its application for Euronext Membership, a prospective Member shall authorize the Relevant Euronext Market Undertaking* to obtain and transmit any relevant information concerning such prospective Member, both prior to and after its admission, from or to any other Euronext Market Undertaking, the Clearing House, any public authority or any other body responsible for the regulation or supervision of Investment Services or for law enforcement, whether in the jurisdiction of the Relevant Euronext Market Undertaking* or elsewhere, subject to National Regulations. 2305 Application File 2305/1 The application for Euronext Membership shall at least include the following items : (i) the content and terms of the license or authorization to engage in Investment Services, issued to the applicant by the competent authorities of its Home State; (ii) in the case of Qualifying Investment Service Providers, evidence that the competent authorities of the applicant's Home State have made the necessary notifications to the Competent Authorities in order to allow the applicant to engage in brokerage and/or dealing in Financial Instruments in the jurisdictions of the Euronext Market Undertakings; (iii) in the case of Other Investment Service Providers, evidence that the applicant complies with National Regulations in respect of brokerage and/or dealing in Financial Instruments; (iv) the proposed capacity or capacities, the Euronext Markets and, when required by the Relevant Euronext Market Undertaking*, the Admitted Financial Instruments in or on which the applicant proposes to trade, together with a description of the proposed activities; (v) a description of the human and technical resources that the applicant will allocate to its trading activity, including the identities of the Trading Manager(s) and the Authorized Representative(s); (vi) the applicant's articles of association as they are in effect at the time of application (where applicable); (vii) the applicant's business profile; (viii) the list of all Regulated Markets and other markets for Financial Instruments of which the applicant is already a member (where applicable); (ix) the list of professional associations of which the applicant is a member (where applicable); (x) the amount, composition and breakdown of ownership of the applicant's capital and its most recent annual financial statements;

(xi) the composition of the applicant's governing bodies (where applicable); (xii) the list of the applicant's senior management; (xiii) the applicant's internal rules and regulations; (xiv) if the applicant is not itself a Clearing Member, the identity of the Clearing Member(s) with which the applicant proposes to enter into a Clearing Agreement, together with a copy of the sponsorship letter of the Clearing Member(s); (xv) a commitment of the applicant to abide by the Rules; (xvi) an express authorization for the Euronext Market Undertakings or their duly appointed agents to carry out such on-site investigations (including but not limited to the information system audits referred to in Rule 2204/3) as the Relevant Euronext Market Undertaking* may deem appropriate in its sole discretion, as well as a commitment to provide all information requested in the course of such investigations; (xvii) the authorization required by Rule 2304/2. 2305/2 The application for Euronext Membership shall be made by means of a standard form established by Euronext, in English or in the language or one of the languages of the Relevant Euronext Market Undertaking*. Such form shall be available at each Euronext Market Undertaking upon request. 2.4. Members' Continuing Obligations 2401 A Member shall on a continuing basis : (i) satisfy the general and specific admission requirements imposed by the Relevant Euronext Market Undertaking* and, if applicable, trade only in the Admitted Financial Instruments specified in the Admission Agreement; (ii) pay the fees and commissions charged by the Relevant Euronext Market Undertaking* according to the conditions established by Euronext and communicated to the Members; (iii) authorize the Relevant Euronext Market Undertaking* or its duly appointed agents to carry out on-site investigations in any place of business of the Member, and submit as soon as possible any information or document which the Relevant Euronext Market Undertaking* or such agents consider appropriate for purposes of such investigations; (iv) abide by the Rules and take all appropriate actions prescribed by the Rules or to implement amendments thereof; (v) ensure the presence on its premises during Trading Hours of an Authorized Representative and at least one Trading Manager; (vi) comply with the technical requirements of the Euronext Trading Platform and of any other information technology system or network operated by Euronext, as set out in the Information Technology Agreement;

(vii) notify the Relevant Euronext Market Undertaking* as soon as possible and in writing of any material change to the information communicated pursuant to Rule 2305, including in particular (without limitation) in respect of the Member's license or authorization to provide Investment Services; (viii) give prior written notice to the Relevant Euronext Market Undertaking* of any facts or circumstances which may affect the legal form or organization of the Member or its trading activities on the Euronext Markets, including (without limitation) any consolidation, reorganization, merger, change of control or similar event to which the Member is or will become a party. 2402 In case of changes as referred to in items (vii) or (viii) of Rule 2401, the Relevant Euronext Market Undertaking* may modify the conditions under which the relevant Member may act in a particular capacity or impose additional conditions in respect thereof. 2403 A Member shall set up and maintain an appropriate system of internal controls.

Such system shall create and maintain audit trails in respect of business conducted on the Euronext Markets. The system shall also allow verification of a Member's continued compliance with all requirements imposed by or pursuant to the Rules.

The system of internal controls shall contain internal rules and regulations specific to the Member's capacity on the Euronext Markets.

These rules and regulations shall be set out in a manual and be updated at regular intervals. 2404 A Member shall maintain adequate accounting and other records to document all of its Transactions, the settlement thereof and the deposit of Securities on the Euronext Markets or otherwise pursuant to the Rules.

Members shall have an audit trail with regard to order records. 2.5. Clearing Agreement 2501 The Clearing Agreement shall define the mutual rights and obligations of a Member and a Clearing Member in relation to the clearing of Transactions effected on the Euronext Markets. 2502 Without prejudice to any requirements imposed by or pursuant to the Clearing Rule Book, the Clearing Agreement shall specify : (i) the terms under which the Clearing Member calls for, and the Member holding positions for its own account and/or for the account of third parties pays, premiums, initial margin and/or variation margin, such calls being made on the Member by the Clearing Member under its own responsibility and in accordance with the conditions set by the Clearing House; (ii) the capacity or capacities in which the Member is authorized to trade; (iii) position limits and loss limits set by the Clearing Member, as the case may be; (iv) the conditions under which, according to National Regulations, the Clearing Member may, in response to a request of the Clearing House, disclose the identity, positions and solvency of the Member and its direct Clients, including situations in which the Member holds the Clients' accounts directly; (v) the responsibilities of each party for implementing procedures for recording and supervising positions in Admitted Financial Instruments on Euronext Markets; (vi) the requirement to open an account in the Clearing Member's books for recording any mistrades, one or more house accounts if the Member trades as a Dealer, as well as one or more Client accounts if the Member trades as a Broker, in accordance with the conditions set by the Clearing House; (vii) the procedures applicable between the parties in the event of a default by the Member or the Clearing Member; (viii) the notice periods applicable in respect of the suspension or termination of the Clearing Agreement by either party, as well as the arrangements and time periods for informing the Clearing House and the Relevant Euronext Market Undertaking* of such suspension or termination; (ix) the law governing the Clearing Agreement and the manner of settlement of disputes that may arise thereunder. 2.6. Off-site Terminals 2601 Related Parties 2601/1 Subject to the prior written approval of the Relevant Euronext Market Undertaking*, Members may place trading terminals on the premises of Related Parties; provided that such Related Parties are (i) established in one of the Member States or in a country with whose relevant supervisory authority the Competent Authority has an agreement on exchange of information, and (ii) supervised by the competent authorities of their Home States. 2601/2 Traders acting on behalf of a Member and located on the premises of such Member's Related Parties must be registered with the Member's Trading Manager. 2601/3 The Related Parties concerned must undertake in writing to comply with the Rules, to authorize the Relevant Euronext Market Undertaking* or its duly appointed agents to carry out on-site investigations in such Related Parties' places of business and to submit as soon as possible any information or document which the Relevant Euronext Market Undertaking* or such agents consider appropriate for purposes of such investigations.

These undertakings shall be detailed in a written agreement between the Member and each of the Related Parties concerned, in accordance with the requirements set forth in one or more Notices. 2601/4 Members shall at all times be fully responsible for orders entered by their Related Parties. 2602 Client Terminals and On-Line Orders 2602/1 Members are authorized to provide terminals on the premises of their Clients and to allow Clients to directly transmit orders through on-line facilities; provided that an agreement is entered into between the Member and each of the Clients concerned which shall include such minimum clauses as may be required by the Rules, the Notices and the rules of the Member's Home State. 2602/2 Members shall at all times be fully responsible for orders transmitted via terminals or on-line facilities which they have provided to their Clients. 2.7.

Registration 2701 The Euronext Market Undertakings shall maintain a register of the names, addresses, places of business and capacities of Members together with the names and business addresses of Authorized Representatives and Trading Managers. 2702 A Member shall forthwith notify the Relevant Euronext Market Undertaking* in writing of any change in any of the particulars referred to in Rule 2701. 2703 A Member shall be deemed to have elected domicile at the address stated by it in the Admission Agreement or at the last address subsequently specifically notified by it in writing to the Relevant Euronext Market Undertaking*, as the case may be. 2704 The Euronext Market Undertakings shall, upon the written request of any interested party, provide an extract from the register referred to in Rule 2701 reproducing the information contained in it concerning any Member. 2705 Once a year, the Euronext Market Undertakings shall draw up a list showing the names, addresses and places of business of the Members, their capacities and their Authorized Representatives and Trading Managers.

A copy of this list shall be sent to each Member. 2.8. Resignation, Suspension and Termination 2801 Resignation 2801/1 A Member may resign from Euronext Membership at any time by giving the Relevant Euronext Market Undertaking* at least 15 Trading Days' prior notice by registered mail. 2801/2 Upon a Member's notification of its resignation pursuant to Rule 2801/1, all amounts owed by such Member to Euronext shall become immediately due and payable. All of such Member's obligations resulting from Euronext Membership shall be discharged to the full satisfaction of the Relevant Euronext Market Undertaking*. 2801/3 The Member shall forthwith return to the Relevant Euronext Market Undertaking* any equipment which may have been made available by Euronext. 2801/4 A Member's resignation shall become effective only as of the date specified in a registered letter from the Relevant Euronext Market Undertaking* to such Member confirming its resignation. 2802 Suspension 2802/1 The Relevant Euronext Market Undertaking* may suspend a Member's trading privileges on the Euronext Markets, in whole or in part, for a term of maximum six months in each of the following circumstances : (i) failure of such Member to satisfy any of the requirements or conditions for its admission; (ii) failure to perform, or delay in performing, any of such Member's obligations under the Admission Agreement, the Information Technology Agreement or the Liquidity Provision Agreement (other than under any market rules that may be set forth in such agreements); (iii) suspension or termination of such Member's capacity as a Clearing Member or suspension or termination of its Clearing Agreement, as the case may be; (iv) any infringement of this Rule Book by such Member; (v) any pending investigation as to a suspected infringement of this Rule Book or infringement of any applicable law or regulation by such Member, whenever the Relevant Euronext Market Undertaking* considers suspension to be urgently required in the interest of market integrity or safety. 2802/2 Any suspension pursuant to Rule 2802/1 shall be decided by the Board of Directors of the Relevant Euronext Market Undertaking* or by another corporate body or officer of such undertaking pursuant to authority delegated by the Board of Directors.

Any such decision shall be subject to the following procedural requirements : (i) A prior investigation shall be conducted by the Compliance Department.The findings of such investigation shall be set forth in a written report which shall be submitted to the Board of Directors or competent body or officer, as the case may be. (ii) Except in case of urgency, duly justified in the report of the Compliance Department, the relevant Member shall be given an opportunity to be heard or to present its observations upon completion of the investigation. The Compliance Department shall give the Member no less than two Trading Days' prior written notice to such effect. A summary of the comments made by the Member shall be included in said report. (iii) The decision of suspension shall be notified by registered mail to the relevant Member. Such notification shall include a summary statement of the factual and legal grounds on which such decision is based. (iv) The relevant Member may appeal against the decision of suspension via arbitration in accordance with Rule 1801. Any such appeal must be filed within one month from the date of receipt of the notification referred to in item (iii). (v) The Relevant Euronext Market Undertaking* shall promptly inform the other Euronext Market Undertakings, the Members, the Clearing House and the Competent Authorities of the suspension of any Member as well as of the termination of such suspension. 2802/3 Any fees ordinarily due by Members to Euronext shall continue to be due and payable in respect of any period of suspension, without any right to credit or refund. 2803 Termination 2803/1 Without prejudice to any special causes of termination that may be set forth in the relevant Admission Agreement, the Relevant Euronext Market Undertaking* may terminate the Euronext Membership of any Member in each of the following circumstances : (i) the relevant Member having ceased to regularly carry out brokerage and/or dealing in Financial Instruments for a period of six consecutive months; (ii) the commencement of bankruptcy or similar insolvency proceedings against the Member; (iii) the Member's application for Euronext Membership containing material errors or omission or being misleading in any material respect; (iv) occurrence of any of the grounds for suspension referred to in items (i) through (iv) of Rule 2802/1, if the Relevant Euronext Market Undertaking* considers that the relevant facts and circumstances present a degree of permanence or seriousness that stands in the way of continuation of Euronext Membership. 2803/2 The Euronext Membership of any Member shall terminate automatically in each of the following circumstances : (i) the revocation or expiration without renewal of the Member's Home State license or authorization to engage in the relevant Investment Services;

(ii) the death of the Member, if an individual, or the dissolution of the Member, if a legal entity or partnership. 2803/3 Any termination of Euronext Membership pursuant to Rule 2803/1 shall be decided by the Board of Directors of the Relevant Euronext Market Undertaking*.

Any such decision shall be subject to the following procedural requirements : (i) A prior investigation shall be conducted by the Compliance Department.The findings of such investigation shall be set forth in a written report to the Board of Directors. (ii) The relevant Member shall be given an opportunity to be heard upon completion of the investigation. The Compliance Department shall give the Member no less than two Trading Days' prior written notice of the time and place of the hearing. A summary of the comments made by the Member shall be included in the report to the Board of Directors. (iii) The decision of termination shall be notified by registered mail to the relevant Member. Such notification shall include a summary statement of the factual and legal grounds on which such decision is based. (iv) The relevant Member may appeal against the decision of termination via arbitration in accordance with Rule 1801. Any such appeal must be filed within one month from the date of receipt of the notification referred to in item (iii). (v) The Relevant Euronext Market Undertaking* shall promptly inform the other Euronext Market Undertakings, the Members, the Clearing House and the Competent Authorities of the termination of the Euronext Membership of any Member. 2.9. Transitional Provisions 2901 Existing Members Persons admitted as trading members of a Euronext Market Undertaking prior to the entry into effect of this Chapter 2 shall be eligible for Euronext Membership on the conditions and subject to the procedural requirements set forth by the Euronext Market Undertakings in one or more Notices on this subject. 2902 Clearing Agreements The Euronext Market Undertakings may in one or more Notices define transitional requirements in respect of Clearing Agreements pending roll-out of the Clearing 21 software.

CHAPTER 3. - Rules of Conduct 3001 Scope of Chapter 3 3001/1 This Chapter 3 sets forth rules of conduct specific to the Euronext Markets for Securities which the Members must observe when trading on such Markets. 3001/2 The Rules set forth in this Chapter 3 are without prejudice to applicable general rules of conduct drawn up by the Member States pursuant to Article 11 of the Investment Services Directive. 3002 General Duties of Integrity, Fair Dealing and Care When trading on the Euronext Markets, Members shall : (i) observe high standards of integrity and fair dealing; (ii) act with due skill, care and diligence; and (iii) refrain from any act or course of conduct which is likely to harm the reputation of Euronext or any Euronext Market. 3003 Cooperation with Euronext 3003/1 In dealing with Euronext, its directors, officers, employees, agents and representatives, Members shall act in an open and cooperative manner, be honest and truthful and not mislead or conceal any material matter. 3003/2 In particular, without limiting the generality of Rule 3003/1, a Member shall : (i) provide full and prompt responses to all requests for information by a Euronext Market Undertaking, and (ii) notify the Relevant Euronext Market Undertaking* promptly of any matter which may reasonably be expected to be a matter of concern to Euronext in the context of its relationship with such Member, including (without limitation) any corporate action or other event that may cause such Member to cease to be in compliance with the Rules. 3004 No Fraudulent or Misleading Conduct A Member shall refrain from : (i) taking any action or engaging in any course of conduct that is aimed at artificially moving the price or value of any Admitted Financial Instrument or the level of any index of which an Admitted Financial Instrument is a component; (ii) entering artificial orders or otherwise entering into or causing any artificial Transaction; (iii) reporting a fictitious Transaction or any other false data to Euronext or causing such data to be input into any Euronext system; (iv) taking any action or engaging in any course of conduct that creates or may reasonably be expected to create any false or misleading impression as to the market in, or price or value of, any Admitted Financial Instrument; (v) taking any action or engaging in any course of conduct that causes or contributes to a breach of any applicable law, regulation or Rule by any other Person (whether or not a Member), including (without limitation) encouraging or knowingly facilitating any tax fraud by any Person;

(vi) taking any other action or engaging in any other course of conduct that may damage the integrity of any of the Euronext Markets; and (vii) agreeing or acting in concert with, or providing any assistance to, any Person (whether or not a Member) with a view to or in connection with any action or course of conduct referred to in items (i) through (vi) above. 3005 No Offsetting or Grouping of Orders 3005/1 Except as specifically authorized in one or more Notices, a Member may not offset or group orders for the purchase and sale of Admitted Financial Instruments. 3005/2 Rule 3005/1 shall not stand in the way of Members placing a single buy or sell order for the accounts of several Clients to whom they provide portfolio management; provided that the Financial Instruments acquired pursuant to such order shall be allocated among such Clients in the manner provided prior to the entry of such order.

CHAPTER 4. - Trading Rules for Securities 4.1. General 4101 Scope of Chapter 4 This Chapter 4 sets forth rules governing trading on the Euronext Markets for Securities. 4102 Trading Days The Trading Days in any given calendar year shall be announced by the Euronext Market Undertakings in a Notice published no later than the last Trading Day of the preceding year. 4103 Currency of Trading Orders for the purchase or sale of Securities shall be expressed in the currency determined by the Euronext Market Undertakings for the relevant class of Securities. 4104 Trading Symbols The Euronext Market Undertakings shall define trading symbols for the purpose of identifying Securities in Euronext's trading systems. It may in its sole discretion modify or reassign such trading symbols at any time. The Issuers of the relevant Securities shall have no proprietary rights to such trading symbols. 4105 System Rules and Requirements When trading on a Euronext Market, Members shall comply with the operational, procedural and technical requirements of Euronext's systems and networks, as specified by Euronext. 4.2. Orders 4201 Scope of Section 4.2 This section 4.2 only concerns orders for the purchase or sale of Securities submitted by Members to the order book of a Euronext Market and shall not stand in the way of specific arrangements regarding order specifications as between Members and their Clients.

A Member may decline to execute orders that are subject to conditions precedent or subsequent, or other validity constraints, which are not contemplated by this Chapter 4. 4202 Order Screening 4202/1 Screening. Prior to submitting an order to the order book, a Member shall screen such order through a set of registration and control procedures which enable such Member to ascertain that such order : (i) in case of a Client order, conforms to the specifications given by such Client; (ii) can reasonably be expected to be accommodated by the relevant order book without giving rise to an undue price movement; (iii) is not liable to compromise the soundness of such Member and does not exceed any limits to which such Member may be subject under its Clearing Agreement; and (iv) presents no risk for the integrity or safety of the relevant Euronext Market. 4202/2 Electronically routed orders.

A Member shall put in place automated recording and control procedures in order to screen, in accordance with Rule 4202/1, electronic orders routed to such Member or originating from program trading and intended to be transmitted directly to a Euronext Market without human intervention, as well as implement such other procedures and safeguards as the Euronext Market Undertakings may require by Notice. 4203 General Terms and Conditions 4203/1 Minimum indications. Any order submitted to the order book shall at least indicate the following elements : (i) the Security to which the order relates or the trading symbol assigned by the Euronext Market Undertakings to such Security; (ii) whether the order is for a purchase or a sale; (iii) the order quantity; (iv) the price, if applicable; (v) special features as per Rule 4204, if any;and (vi) whether the order is for the Member's own account or for the account of a third party and, if applicable, whether or not such order is submitted pursuant to a Liquidity Provision Agreement. 4203/2 Order size. All order sizes can be traded, subject to particular specifications in respect of certain types of Securities as set forth in one or more Notices. 4203/3 Duration. Orders entered into the order book may be valid for the Trading Day, until a specified date, or until cancelled, subject to a maximum duration of 365 days. Absent specification of its duration, an order shall be deemed to be valid for the Trading Day. 4203/4 Certain events.

Unexecuted orders in respect of a particular Security shall be cancelled in the order book upon the occurrence or the announcement of certain events concerning the relevant Issuer which are likely to substantially affect the price of such Security, as set forth in one or more Notices.

Members must agree with their Clients whether events of the kind referred to in the preceding paragraph require express renewal of orders or whether Members are entitled to re-enter orders after having performed the necessary price or quantity adjustments, where appropriate. 4203/5 Modification and cancellation. Any order entered into the order book may be modified or cancelled prior to its execution. Any increase in the order quantity or change in the limit price shall cause the forfeiture of time priority. 4204 Order Types and Parameters 4204/1 Market orders. Market orders are unlimited bid or ask orders to be executed at the next prices determined by the Euronext trading system, with any remaining unexecuted portion being added to the order book for execution as soon as possible at the next prices. 4204/2 Must-be-filled orders.

Must-be-filled orders are unlimited bid or ask orders to be executed in full whatever the prices as soon as trading takes place after their entry. If sufficient counterparty is not available, a volatility interruption shall be triggered. 4204/3 Limit orders. Limit orders are bid or ask orders that can only be executed at their specified price limit or at a better price. The price limit must be consistent with the tick specified by Notice. 4204/4 Market-to-limit orders. Market-to-limit orders are market orders which, in continuous trading, are executed immediately at the best opposite price limit and, in auctions, are executed at the auction price, with any remaining unexecuted portion being automatically transformed into a limit order at the last executed price and added to the order book. 4204/5 Stop orders.

Stop orders are orders which are triggered when a specified price limit is reached in trading (implying that the market must trade at or above the stop limit for a buy order and at or below the stop limit for a sell order). In the case of a stop loss order, a market order or, where appropriate, a must-be-filled order shall then automatically be generated and added to the order book. In the case of a stop limit order, a limit order shall automatically be generated and added to the order book. 4204/6 Special conditions. Certain types of orders may be made subject to the following execution conditions in accordance with the matrix of order types and execution conditions set forth in one or more Notices : (i) « fill-and-kill orders », also referred to as « execute-and-eliminate orders », are orders which are executed to the fullest extent possible either immediately upon entry during continuous trading or at the general matching of an auction, with any remaining unexecuted portion being cancelled; (ii) « fill-or-kill orders » are orders which must be executed immediately and in full, failing which they shall be cancelled; (iii) « minimum-quantity orders » are orders which must be executed immediately to the extent of a specified minimum quantity, with any remaining unexecuted portion being added to the order book; provided that such orders shall be cancelled failing immediate execution of the specified minimum quantity; (iv) « all-or-none orders » are orders which must be executed in full and which, absent sufficient quantity in the market, shall be queued in the order book; (v) « iceberg orders », also referred to as « hidden-size orders », are orders of which only specified tranches, that may not be less than a threshold specified by Notice (except for the final tranche), are successively entered in the order book, and disclosed to the market, with the current time stamp following full execution of the preceding tranche; it being understood that conditions (ii) and (iii) above shall be allowed only in respect of continuous trading. 4.3.

Trading Cycle 4301 Overview Securities shall be traded either through continuous matching of orders at opposite sides of the order book or through call auction procedures following a period in which orders have been accumulated without execution.

The allocation of Securities between continuous and auction mode trading shall be determined by the Relevant Euronext Market Undertaking** on the basis of objective criteria including (without limitation) historical and expected trading volumes, the inclusion in a Euronext or other internationally recognized index and the presence of Liquidity Providers.

When the Relevant Euronext Market Undertaking** considers it to be in the interest of the market that liquidity in a particular Security be improved, it may request that one or more Members assume the role of Liquidity Provider for such Security on the terms and conditions set forth in Rule 2103. The Relevant Euronext Market Undertaking** shall determine the minimum and maximum number of Liquidity Providers for the relevant Security. 4302 Continuous Trading 4302/1 Pre-opening phase. An opening auction shall be held at the beginning of each Trading Day prior to the commencement of continuous trading, in the manner specified in one or more Notices. 4302/2 Main trading session. Upon completion of the opening auction, trading shall take place on a continuous basis, with each incoming order being checked immediately for possible execution against orders on the opposite side of the order book and any remaining unexecuted portion of such order being added to the order book (subject to different execution conditions permitted by Rule 4204/6). 4302/3 Closing phase.

Except for certain types of Securities designated by the Relevant Euronext Market Undertaking**, the final price shall be determined through a closing auction in the manner specified in one or more Notices. 4302/4 Trading-at-last. Except for certain types of Securities designated by the Relevant Euronext Market Undertaking**, a short period shall be provided at the close of a Trading Day during which orders can be entered for execution at the last traded price. 4303 Auctions 4303/1 Call phase. Each auction shall begin with a call phase in which orders are automatically recorded without giving rise to Transactions.

During such call phase, Members may enter new orders as well as modify or cancel existing orders. An indicative price, representing the price which the system matcher would determine on the basis of the given order book situation, shall be displayed and updated continuously as the order book situation evolves. 4303/2 Price determination phase. Following completion of the call phase, the system shall seek to determine a price so as to produce the maximum executable volume as per Rule 4401/2. During such price determination phase, no new orders may be entered and existing orders may not be modified or cancelled. 4303/3 Trading-at-last. For Securities designated by the Relevant Euronext Market Undertaking**, a period may be provided following the fixing during which orders can be entered for execution at the auction price. 4304 Post-Trading Order Book Management During a period after the close of trading defined by Notice, Members can access the order book in order to modify their positions for the next Trading Day. 4305 Out-of-Hours Trading 4305/1 Consent.

Out-of-hours trading for the account of Clients shall require the express consent of the relevant Clients. 4305/2 Price range. Trades made outside the trading sessions that are not Block Trades shall be effected at a price within a price range of 1 % around the last traded price (boundaries included). Block Trades made outside the trading sessions shall be effected in accordance with Rule 4403. 4305/3 Euronext Market. Out-of-hours trades shall upon reporting be deemed to have been effected on the Euronext Market operated by the Relevant Euronext Market Undertaking**. 4.4. Market Mechanisms 4401 Order Matching and Execution 4401/1 Continuous trading. During continuous trading, each incoming order shall be checked immediately for possible execution against orders on the opposite side of the order book.

Orders in the order book shall be executed according to price/time priority. The traded price shall be determined by the limit price of orders sitting on the book. 4401/2 Auctions. The auction price shall be determined on the basis of the situation of the order book at the closing of the call phase and shall be the price which produces the highest executable order volume.

Market orders and must-be-filled orders shall have priority over limit orders. If there are several limits with equally high executable volume, the price shall be determined successively by reference to the lowest surplus for each limit, market surplus side and the price of the last automated trade (adjusted to take account of any corporate event that may have occurred in the interval) or, if such price is not available, another reference price determined in accordance with one or more Notices on the subject, until a single auction price is achieved. 4402 Cross Trades and Principal Trades Cross trades (also referred to as « put-throughs ») involve the simultaneous production and execution by a single Member of opposing buy and sell orders of Clients for an identical quantity of a particular Security and at the same price. For Securities traded continuously, cross trades made during a trading session shall be effected through the central order book at a price within the market's best bid/ask spread at the time of execution, boundaries excluded, or, by way of exception to the time priority principle, may be executed at the market's best bid or ask limit in the case of cross trades whose size exceeds the quantity disclosed at such bid or ask limit.

Principal trades involve Members trading voluntarily against their Clients and shall be effected on the conditions applicable to cross trades. 4403 Block Trades 4403/1 General. Block trades in Securities admitted to listing or trading on a Euronext Market (referred to for purposes of Rules 4305/2, 4403, 4503 and 4504/2 as « Block Trades ») may be carried out off the order book if they are effected in accordance with this Rule 4403.

Block Trades shall upon reporting be deemed to have been effected on the Euronext Market operated by the Relevant Euronext Market Undertaking**. 4403/2 Shares. 4403/2A Definition. With regard to Shares, Block Trades shall mean Transactions that are equal to or exceed any of the following thresholds (for purposes of this Rule 4403/2 defined as « Normal Block Size » or « NBS ») : (i) a transaction amount of : (a) EUR 500,000 in the case of Shares included in the Euronext 100 segment;(b) EUR 250,000 in the case of Shares included in the Next 150 segment;(c) EUR 100,000 in the case of all other Shares trading on a continuous basis;and (d) EUR 50,000 in the case of Shares trading only through call auction procedures; (ii) in respect of Shares included in the Euronext 100 and Next 150 segments, a number of Shares determined by Euronext on the basis of the transaction amounts set forth in item (i) (a) and (b) above, as published periodically by the Euronext Market Undertakings in accordance with Rule 1501.

Euronext shall review the transaction amounts set forth in item (i) above at least annually or whenever market conditions require an earlier change, and adapt them in accordance with Rule 1402. 4403/2B Ordinary Block Trades. Block Trades in Shares shall be effected at prices within the following ranges (boundaries included) : (i) in respect of Shares included in the Euronext 100 and Next 150 segments : (a) if the amount of the Block Trade is less than five times the relevant NBS, the weighted average spread, determined on the basis of the average bid price and ask price each weighted in accordance with the number of Shares displayed in the central order book calculated over an aggregate number of Shares needed to obtain one NBS (as defined in accordance with item (ii) of Rule 4403/2A), but with a maximum range from 5 % below the best bid limit price to 5 % above the best ask limit price displayed in the central order book;or (b) if the amount of the Block Trade is equal or greater than five times the relevant NBS, 5 % around the last traded price; (ii) in respect of other Shares : (a) 1 % around the last traded price if the amount of the Block Trade is less than twice the relevant NBS;(b) an additional 1 % around the last traded price for each additional multiple of the relevant NBS, with a maximum of 5 % around the last traded price. 4403/2C Structural Block Trades. Notwithstanding Rule 4403/2B, Block Trades in Shares in an amount equal to or exceeding 5 % of market capitalization may be effected at a price within a range of 10 % around the last traded price (boundaries included). 4403/3 Bonds. 4403/3A Definition. With regard to bonds, Block Trades shall mean Transactions that are equal to or exceed a transaction amount of : (i) EUR 250,000 in the case of bonds trading on a continuous basis; and (ii) EUR 100,000 in the case of bonds trading only through call auction procedures. 4403/3B Price range.

Block Trades in bonds shall be effected at prices within the following ranges (boundaries included) : (i) 0.5 % around the last traded price in the case of bonds trading on a continuous basis; and (ii) 1 % around the last traded price in the case of bonds trading only through call auction procedures. 4404 Trading Safeguards 4404/1 Volatility interruptions or extensions. If any order entered in the order book is bound to cause the price of any Security to cross a defined threshold, the Relevant Euronext Market Undertaking** may in continuous trading temporarily suspend (« freeze ») automated execution of such orders, for the portion which would be traded outside the threshold, or in auction trading extend the call phase of the auction, as the case may be.

The aforesaid thresholds may be determined by the Relevant Euronext Market Undertaking** in reference to a static or dynamic reference price, as set forth in one or more Notices. They may be defined as mere warning thresholds or as reservation thresholds.

In continuous trading, the Member who entered the order that triggered the interruption shall be allowed a time window to confirm the pending balance of its order. Absent such confirmation, such balance shall be cancelled. If the threshold crossed is a mere warning threshold, continuous trading shall be resumed upon completion of this confirmation process. If the threshold crossed is a reservation threshold, an auction shall be initiated before continuous trading is resumed.

In auction mode trading, the volatility extension shall consist of a single limited extension in time of the relevant auction's call phase. 4404/2 Other trading halts. The Relevant Euronext Market Undertaking** may suspend trading in any Security in order to prevent or halt disorderly market conditions, either on its own initiative, and in its sole discretion, or at the reasoned request of the relevant Issuer.

In addition, the Relevant Euronext Market Undertaking** shall suspend trading in any Security upon the request of a Competent Authority. 4404/3 Trade or price cancellation. The Relevant Euronext Market Undertaking** may cancel Transactions, even if already registered, which in its reasonable judgment do not comply with a Rule or applicable law or regulation or are the subject of a manifest material error. In the circumstances described in one or more Notices, the Relevant Euronext Market Undertaking** may also cancel a traded price, which shall have the effect of canceling all Transactions effected at such price in the specified time interval.

The Relevant Euronext Market Undertaking** shall inform Members as promptly as possible upon such a cancellation if made during the trading cycle and, for cancellations made after the close thereof, at the latest before the opening of the following trading session. 4.5. Recording, Confirmation, Reporting and Publication 4501 Recording 4501/1 Records. Promptly upon receipt of an order and upon each modification thereof, a Member shall time-stamp and record such order in the manner set forth in one or more Notices. All records concerning orders, classified chronologically, shall be maintained for a period of five years for possible inspection by the Euronext Market Undertakings. 4501/2 Voice recording.

Members shall have adequate procedures for recording telephone conversations pertaining to the reception, execution or confirmation of orders on a medium that allows subsequent verbatim reproduction of such conversations. Any such recording shall be maintained for a period of six months for possible inspection by the Euronext Market Undertakings. 4501/3 Reconciliation. Members shall on a daily basis reconcile order tickets to confirmations by Clients and order confirmations by their back offices. 4501/4 Suspense accounts. If a Member uses suspense accounts for Transactions, it shall implement proper control procedures in accordance with one or more Notices on the subject in order to ensure that Transactions are not recorded in such accounts for longer than five Trading Days and that the identities of the Clients are expressly indicated and traceable. 4502 Confirmation The Euronext Market Undertakings shall acknowledge orders entered into the order book and give them a sequential number per Security, which shall be disclosed to the relevant Member.

The Euronext Market Undertakings shall send a confirmation of execution to the relevant counterparties upon full or partial execution of any order, which confirmation shall state the unfilled order quantity, if any. 4503 Reporting Transactions carried out in the order book are reported automatically and immediately through Euronext's trading system. A Member who has effected a Transaction outside the order book shall immediately report such Transaction to the Relevant Euronext Market Undertaking**. When reporting Block Trades, a Member shall indicate whether it acted as principal or not. 4504 Publication 4504/1 Pre-trade transparency. The Euronext Market Undertakings shall continuously disseminate to Members, Related Parties with whom Members have placed trading terminals with the consent of the Relevant Euronext Market Undertaking* pursuant to Rule 2601/1, eligible information vendors and other Persons which have entered into an agreement with Euronext giving them access to Euronext market data bases, the market by limits, i.e., at least the five best bid/ask limits in the order book, including the number of orders and total disclosed order quantity at each such limit, and the weighted average spread calculated in accordance with item (i) (a) of Rule 4403/2B.

In addition, the Euronext Market Undertakings shall disseminate to Members and the aforesaid Related Parties on a confidential basis the market by orders, i.e., all orders outstanding at a given time, unless a « fast market » procedure applies in case of extreme activity.

During the call phase of auctions, the Euronext Market Undertakings shall continuously display the indicative price. 4504/2 Post-trade publication. For each Transaction carried out in the order book, the Euronext Market Undertakings shall immediately disseminate the quantity, price and time of execution of such Transaction.

Transactions carried out outside Trading Hours shall be published before market opening on the following Trading Day.

With regard to Shares, the following distinctions shall apply : (i) Block Trades in which the Member does not act as principal shall be published upon reporting; (ii) principal Block Trades shall be published as follows : (a) within 60 minutes after reporting if the amount of the Block Trade is less than five times the relevant NBS;(b) within 120 minutes after reporting if the amount of the Block Trade is equal or greater than five times the relevant NBS; provided that, in the case of principal Block Trades in Shares in an amount equal to or exceeding 5 % of market capitalization, the relevant Member who represents that it has not yet closed out its position may request to defer publication until the opening auction or the opening of continuous trading on the following Trading Day, as appropriate. 4.6. Clearing 4601 Transactions executed on a Euronext Market for Securities shall be cleared in accordance with the rules and procedures set forth in the Clearing Rule Book, and title to the relevant Securities shall pass at the time and in the manner specified therein.

CHAPTER 5. - Trading Rules for Derivatives 5001 Pending interconnection of the Euronext Markets for Derivatives through the Euronext Trading Platform for Derivatives, trading on the Euronext Market(s) for Derivatives operated by Euronext Brussels shall be governed by the trading rules referred to in Book II. CHAPTER 6. - Listing of Securities 6001 Pending the entry into effect of harmonized rules on listing of Securities, admission of Securities to listing shall be governed by the listing rules set forth or referred to in Book II. CHAPTER 7. - Special Rules for Next Economy and Next Prime Segments [Reserved] CHAPTER 8. - Admission to Trading of Derivatives 8001 Pending interconnection of the Euronext Markets for Derivatives through the Euronext Trading Platform for Derivatives, admission of Derivatives to trading on the Euronext Market(s) for Derivatives operated by Euronext Brussels shall be governed by the market rules referred to in Book II. CHAPTER 9. - Enforcement of Rules 9001 Pending the entry into effect of harmonized rules and procedures on enforcement, infringements of this Rule Book shall be subject to the enforcement rules and procedures set forth or referred to in Book II except as specifically provided otherwise in this Rule Book.

BOOK II - SPECIFIC RULES FOR EURONEXT BRUSSELS CHAPTER 1. - General Provisions B-1.1. Definitions Capitalized terms used but not otherwise defined in this Book II shall, unless specifically provided otherwise, have the meanings set forth in Book I, Chapter 1, section 1.1.

In addition, the following capitalized terms shall for purposes of this Book II, unless specifically provided otherwise, have the following meanings : « Appeal Commission » : the Commission of appeal (« Commission d'appel » / « Commissie van beroep ») established pursuant to Article 24 of the Law of April 6, 1995; « Board » : the Board of Directors of Euronext Brussels; « CBF » : the Banking and Finance Commission (« Commission bancaire et financière » / « Commissie voor het Bank- en Financiewezen »); « Disciplinary Commission » : the Disciplinary Commission » (« Commission disciplinaire de marché » / « Tuchtcommissie van de markt ») established pursuant to Article 20bis of the Law of April 6, 1995; « Equity » : the sum of the relevant company's capital and reserves, plus any retained earnings or less any losses carried forward (« fonds propres » / « eigen vermogen »); « Euronext Brussels Securities Markets » : the Euronext Markets for Securities operated by Euronext Brussels, listed in Rule B-2102; « First Market » : the Regulated Market organized pursuant to Book II, Chapter 3 (« Premier Marché » / « Eerste Markt »); « Law of April 6, 1995 » : the Belgian Law of April 6, 1995 on secondary markets, the status and supervision of investment firms, intermediaries and investment advisers (« Loi relative aux marchés secondaires, au statut des entreprises d'investissement et à leur contrôle, aux intermédiaires et conseillers en placements » / « Wet inzake de secundaire markten, het statuut van en het toezicht op de beleggingsondernemingen, de bemiddelaars en beleggingsadviseurs »); « Management Committee » : the Management Committee of Euronext Brussels; « Market Authority » : the Market Authority (« Autorité de marché » / « Marktautoriteit ») established pursuant to Article 15 of the Law of April 6, 1995; « New Market » : the Regulated Market organized pursuant to Book II, Chapter 5 (« Nouveau Marché » / « Nieuwe Markt »); « Price Sensitive Information » : any information of a specific or precise nature, which has not been made public, relating to any Issuer or prospective Issuer, any Financial Instrument issued or to be issued or any transaction or prospective transaction in any such Financial Instrument, which, if it were made public, could have a significant effect on the price of a Financial Instrument or influence an investor's decisions to purchase or sell a Financial Instrument; « Public Auctions Market » : the market organized pursuant to Book II, Chapter 8 (« Marché des ventes publiques » / « Markt van de openbare veilingen »), it being understood that this market is not a Regulated Market; « Public Debt Instruments Compartment » : the compartment of the First Market referred to in Book II, Chapter 6 (« Compartiment des rentes » / « Rente-deelmarkt »); « Public Debt Instruments Decree » : the Ministerial Decree of February 5, 1996 on the trading of public-sector securities (« Arrêté ministériel fixant le règlement du marché boursier des rentes » / « Ministerieel besluit tot vaststelling van het reglement van de beursmarkt in renten »), as the same may be amended or replaced;

« Second Market » : the Regulated Market organized pursuant to Book II, Chapter 4 (« Second Marché » / « Tweede Markt »); « Sponsor » : the Person referred to in Rule B-3201/2; « Trading Facility » : the Regulated Market organized pursuant to Book II, Chapter 7; « Transaction Statement » : the statement referred to in Rule B-2305/1 (« bordereau » / « borderel »).

B-1.2. Construction B-1201 Unless specifically provided otherwise, Book I, Chapter 1, sections 1.2 through 1.8 shall apply to this Book II. B-1202 References in Book I to decisions or determinations made or to be made, or other acts performed or to be performed, by the Euronext Market Undertakings or the Relevant Euronext Market Undertaking, as the case may be, which fall within the scope of the Market Authority's duties and powers referred to in Rule B-10202, shall in respect of Euronext Brussels be construed to refer to decisions, determinations or other acts made or performed, or to be made or performed, by the Market Authority.

B-1.3. Settlement of Disputes B-1301 Notwithstanding Book I, Rules 1801 and 1904, item (iv) of Rule 2802/2 and item (iv) of Rule 2803/3, any dispute arising between Euronext Brussels and a Member or an Issuer as to possible infringements of this Rule Book shall be referred to the Market Authority, the Disciplinary Committee or the Appeal Commission, as the case may be, in accordance with the Rules set forth in this Book II. CHAPTER 2. - General Provisions Regarding Securities Markets B-2.1. General B-2101 Scope This Chapter 2 sets forth certain market rules applicable to all Euronext Brussels Securities Markets. These rules shall be without prejudice to the Rules set forth in Book I, unless specifically provided otherwise.

B-2102 Euronext Brussels Securities Markets Euronext Brussels operates the following Euronext Markets for Securities : (i) the First Market, (ii) the Second Market, (iii) the New Market and (iv) the Trading Facility. Each of these markets is a Regulated Market.

The First Market includes the Public Debt Instruments Compartment.

Only listing on the First Market constitutes an « official listing » (« cote officielle » / « officiële notering ») for purposes of the Listing Directive and the Belgian legal provisions that refer to this notion.

In addition, Euronext Brussels operates a Public Auctions Market which is not a Regulated Market.

B-2.2. Transparency B-2201 Post-Trade Publication Transactions carried out in the order book, Block Trades and out-of-hours trades shall be published by Euronext in accordance with Book I, Rule 4504/2.

B-2202 Price List Each Trading Day, Euronext Brussels shall publish a « price list » (« liste des cours » / « koerslijst ») in respect of Transactions carried out on the Euronext Brussels Securities Markets.

The price list shall include the following information : (i) for each Security : (a) in respect of Transactions executed through the order book : the opening price, the highest price, the lowest price and the closing price;(b) the trading volume of the Trading Day, which shall include Block Trades in the relevant Securities;(c) the highest price, the lowest price and the trading volume of Block Trades in respect of each Security; (ii) any trading halts and suspension of trading, other than volatility interruptions; (iii) any application for admission of Securities to listing, within two Trading Days of receipt of the application; (iv) at the latest on the Trading Day prior to the listing of a Security, any procedures imposed by the Market Authority pursuant to section B-2.4; (v) any decision to delist any Security;and (vi) the information required to be published pursuant to the Public Debt Instruments Decree.

B-2203 Decisions The Market Authority shall publish all its decisions in the manner set forth in Book I, Rule 1501.

B-2.3. Rules of Conduct B-2301 Scope of Section B-2.3 Without prejudice to the rules of conduct set forth in Book I, Chapter 3, this section B-2.3 sets forth certain rules of conduct which the following Members must observe when trading on a Euronext Brussels Securities Market : (i) Members organized under the laws of Belgium;and (ii) Members not organized under the laws of Belgium, insofar as those Members are not subject to rules of conduct of their Home State which offer equivalent protection.

B-2302 General Rules of Conduct In carrying out Transactions on a Euronext Brussels Securities Market, Members shall : (i) act in a faithful and fair way in order to promote the integrity of, and fair dealing on, such markets; (ii) act with due skill, care and diligence, in the best interests of their Clients, taking into account the professional knowledge of each Client; (iii) comply with any code of conduct and rules applicable to Transactions in order to protect the interests of their Clients and the integrity of the market; (iv) in the case of Clients to whom Members provide investment advice, inquire into such Clients' financial situation, experience in the field of investments in Securities and investment objectives, as the Member reasonably deems necessary in light of its duty to protect the interests of its Clients in respect of the services requested by them; (v) undertake reasonable steps to inform, within a reasonable time period, their Clients in an appropriate way in order to enable them to take well informed and balanced decisions;Members shall upon simple request of their Clients report in an honest and complete manner on all the obligations that they have towards their Clients; Members shall refrain from proposing any action or encouraging Clients to engage in any course of action that would cause or contribute to a breach of any applicable law, including (without limitation) in respect of any obligation towards the State; (vi) avoid any conflicts of interest with Clients and, if such conflicts cannot be avoided, treat all Clients in a fair and equal way and, if necessary, implement appropriate measures, such as reporting or complying with internal rules on confidentiality or declining to intervene;

Members shall not unfairly place their own interests above the interests of their Clients and give preference to the interests of their Clients over their own interests if well informed Clients would reasonably expect Members to do so; and (vii) dispose of and effectively employ the appropriate resources and procedures needed for a satisfactory performance of their business.

B-2303 Rules to be Observed Prior to the Execution of Transactions B-2303/1 Client identification. When entering into a relationship with a Client to whom it provides investment advice, the Member shall inquire into such Client's : (i) financial situation; (ii) experience in the field of investments in Securities; and (iii) investment objectives in terms of risk profile and duration of the intended investments.

B-2303/2 Terms and conditions. Prior to entering any order for the account of a Client, the Member shall ascertain that the Client agrees with the terms and conditions applicable to the proposed Transaction.

These terms and conditions shall at least include the following items : (i) a representation to the effect that the Client is aware that its identity may be disclosed to the Market Authority at any time and that the Client consents to such disclosure, or, if the Client is itself an intermediary, a covenant to the effect that it shall notify to, or cause any subsequent intermediary to notify to, the ultimate beneficiary that its identity may be disclosed to the Market Authority at any time and to obtain such beneficiary's consent to such disclosure; (ii) the method of calculation or the total amount of the fees payable in respect of the proposed Transaction, which shall neither be unjustified nor excessive; (iii) a representation to the effect that, except for any disclosure required by Belgian law or requested by the Market Authority, Members shall use the information provided to them by their Clients solely for the purposes for which such information has been provided.

B-2303/3 Informing Clients. Prior to any Transaction, a Member shall inform the Client about the characteristics of the relevant Admitted Financial Instrument and the collateral or margin requirements applicable thereto. In addition, the Member shall inform a Client to whom it provides investment advice of any specific risk factors related to such Transaction.

B-2304 Rules to be Observed in the Execution of Transactions B-2304/1 Best execution. Orders shall be executed as promptly as possible and on the best terms available at that time in the interest of the Client.

B-2304/2 No frontrunning. When requested to execute one or more orders for a Client, a Member shall not, prior to the execution of such orders, initiate or execute in a conscious and deliberate manner any Transaction for its own account or for the account of a third party in the same Admitted Financial Instrument or any Financial Instrument of which the price is directly related to such Admitted Financial Instrument, with a view to taking advantage of the orders of the Client.

B-2304/3 Counterparty. A Member shall inform its Client before acting as counterparty in any trade not carried out in the order book if such Client has contractually agreed to keep such information confidential.

B-2305 Rules to be Observed Subsequent to the Execution of Transactions B-2305/1 Transaction Statement. A Member shall, no later than the Trading Day following the day on which the Transaction was executed, confirm each Transaction to its Client in a Transaction Statement which shall state the price and other terms and conditions at which the Transaction was executed. The Transaction Statement may be transmitted to the Client in writing or electronically, or, with the Client's express consent, kept by the Member for such Client's review.

B-2305/2 Complaints. The Client must notify the relevant Member in writing, as promptly as reasonably possible and no later than five Trading Days after execution of a Transaction, of all complaints and remarks in respect of such Transaction. A Member shall not be under any obligation to consider any complaints or remarks received after expiration of this period.

B-2305/3 Summary. A Member shall keep at the disposal of each Client a summary of the orders that have not yet been executed, the executed Transactions, the Financial Instruments held for such Client's account and up-to-date information on the Client's cash account. At least every six months, a Member shall inform each Client of the total assets held for its account.

B-2306 Conflicts of Interest B-2306/1 Clients' interests. Members shall give priority to the interests of their Clients. Members shall inform their Clients about any conflicts of interest and take appropriate measures to resolve any such conflict. Members shall refrain from initiating trades that are useless or contrary to the interests of their Clients.

B-2306/2 Precautions. A Member shall duly segregate activities that are likely to generate conflicts between its own interests and those of its Clients, particularly with regard to trading for its own account and portfolio management activities.

A Member shall refrain from, and adopt appropriate measures to prevent its personnel from, offering, giving, soliciting or accepting any benefit that, in light of the Member's professional activity, may produce a serious conflict between the interests of the beneficiary and such Member's Clients.

B-2306/3 Chinese Walls. Subject to appropriate segregation within their organization between brokerage and/or dealing activities, on the one hand, and Sponsor and/or Liquidity Provider services, on the other hand, and subject to implementation of appropriate Chinese Walls, Members may both trade in a Security and act as Sponsor and/or Liquidity Provider in respect of the same Security. This Rule B-2306/3 shall be without prejudice to a Member's obligation to secure appropriate segregation between brokerage and dealing activities in accordance with Book I, Rule 2102/4.

B-2307 Private Investments by Personnel B-2307/1 Appropriate measures. Members shall adopt appropriate policies and procedures regarding private investments made by their personnel.

B-2307/2 No privileged treatment. Orders for personnel shall not be executed at a better price than those for Clients, nor be preferred in the allocation of Securities.

B-2307/3 Disclosure. A Member shall promptly inform the Market Authority of all significant sanctions imposed on any member of its personnel for violations of rules of conduct, with indication of the identity of the employees concerned and the reasons for the sanctions.

B-2308 Confidential Information Members shall see to it that any Persons acting on their behalf observe a duty of discretion with respect to confidential information regarding Clients or received from Clients, and they shall take appropriate measures in order to prevent dissemination of such confidential information by such Persons.

B-2.4. Special Procedures Applicable to Listing of Securities B-2401 In respect of any admission of Securities to listing or situations similar to admission to listing, the Market Authority may impose special procedures that may include any of the following elements, as the Market Authority deems necessary : (i) buy and sell orders may be centralized by the Market Authority, which may require that all orders be for no less than a specified number of Securities or be limited orders; (ii) investors may be allowed only to enter a single order at a specific price; provided that investors may enter several orders if such orders provide for different limits; (iii) depending on the outcome of the orders received, the Market Authority may decide to : (a) compute an opening price on the basis of the orders that were entered;or (b) proceed to a first listing in the trading system; (iv) in order to facilitate listing of the relevant Securities, the Market Authority may, in the case referred to in point (a) of item (iii) above, reduce one or more orders, regardless of whether such orders were limited to the opening price or not; (v) the Market Authority may allow higher volatility thresholds to facilitate listing of the relevant Securities. B-2402 Upon admission of Securities to listing, the Market Authority shall promptly publish the opening price and any rules for the allotment of the Securities.

CHAPTER 3. - First Market B-3.1. Scope B-3101 This Chapter 3 sets forth certain specific rules governing admission of Securities to listing on the First Market and continuing obligations of Issuers whose Securities are listed on the First Market.

This Chapter 3 shall not apply to the Public Debt Instruments Compartment, which shall be governed by the rules referred to in Book II, Chapter 6, unless specifically provided otherwise in such rules.

B-3.2. Application Procedure B-3201 Application File B-3201/1 Application. Applications for admission of Securities to listing on the First Market shall be submitted in writing to the Market Authority contemporaneously with the filing of a draft prospectus with the CBF (if such prospectus is required by law).

B-3201/2 Sponsor. The application shall be supported by one or more Sponsors who shall have the qualifications and the responsibilities set forth in one or more Notices.

B-3201/3 Application file. The application file shall include the following items : (i) the articles of association of the Issuer; (ii) the draft prospectus as filed with the CBF, it being understood that the final prospectus shall be communicated upon its approval by the CBF (if applicable); (iii) the written commitment by the Issuer or by a qualified financial intermediary appointed by the Issuer to provide paying agent services; (iv) insofar as available and if not included in the prospectus, the annual accounts of the Issuer for the last three consecutive financial years preceding the application; (v) if not included in the prospectus, a list of the directors and officers who own Shares of the Issuer and a description of their shareholdings; (vi) if not included in the prospectus, a description of the business sectors in which the Issuer currently operates and expects to operate in the future, a financial forecast for at least the following three years and an overview of the technical and human resources of the Issuer; (vii) a copy of any agreement with the Sponsor and/or any Liquidity Provision Agreement executed by the Issuer; (viii) a written undertaking by the relevant shareholders to comply with any lock-up requirements; (ix) a written undertaking by the Issuer or the applicant, as the case may be, to comply with all listing and ongoing requirements applicable in respect of admission to listing on the First Market; and (x) a written undertaking by the Issuer or the applicant, as the case may be, to pay the handling charges, initial listing fees and recurring listing fees prescribed by Euronext Brussels by one or more Notices, when such charges and fees become due and payable.

B-3201/4 Depositary receipts. The application file for listing of depositary receipts on the First Market shall include the documents and information referred to in items (i), (ii), (iii), (iv), (vii), (ix) and (x) of Rule B-3201/3; provided that : (i) item (i) of Rule B-3201/3 shall apply to both the Issuer and the issuer of the underlying Securities;and (ii) item (iv) of Rule B-3201/3 shall apply only to the issuer of the underlying Securities and not the Issuer.

B-3201/5 Special requirements. With regard to the application for listing on the First Market of certificates of Securities, as referred to in Article 503 of the Belgian company code (« Code des sociétés » / « Wetboek van vennootschappen »), warrants, units of collective investment vehicles and other special categories of Securities, Euronext Brussels shall by Notice specify the information and documents to be included in the application file.

B-3202 Review of Application B-3202/1 CBF. The Market Authority shall inform the CBF of any application for admission to listing within two Trading Days of receipt of such application. The CBF may communicate its observations to the Market Authority within eight Trading Days of the date on which it was informed.

B-3202/2 Additional information. In connection with its review of an application for listing, the Market Authority may request such additional documents and information, and carry out such other inquiries, as it deems necessary.

B-3202/3 Timing. The Market Authority and the applicant shall jointly agree upon a time schedule in respect of the listing process.

B-3203 Admission to Listing B-3203/1 Decision. The Market Authority shall decide on an application for listing within two months from receipt of the application or of such additional information as may have been requested by the Market Authority to make the application complete. Failure to decide within this time limit shall be deemed to be a rejection.

B-3203/2 Validity. The admission decision shall remain valid for three months, but the Market Authority may extend this period once for a maximum of three months at the written request of the applicant.

B-3203/3 Publication. The Market Authority shall publish the date on which admission of the relevant Securities to listing on the First Market will become effective, any special admission condition determined pursuant to Rule B-3301/9, as well as relevant particulars for the trading of such Securities.

B-3204 Rejection of Application B-3204/1 Rejection. The Market Authority may reject an application for listing on any appropriate ground, including (without limitation) on the ground that : (i) the application does not meet one or more of the listing conditions imposed by or pursuant to this Chapter 3;or (ii) the applicant has failed to comply with any of the obligations resulting from the listing of the same Securities in any other country.

B-3204/2 Procedure. A decision to reject an application shall state the reasons for rejection and be sent to the applicant by registered mail. The applicant may appeal against such decision before the Appeal Commission in accordance with the rules set forth in the Royal Decree of April 11, 1996 on the Commission of appeal (« Arrêté royal relatif à la Commission d'appel » / « Koninklijk besluit betreffende de Commissie van beroep »). Any such appeal must be filed within 15 days from the date of receipt of the notification of the decision or, absent such notification, within 15 days following expiration of the term of two months referred to in Rule B-3203/1.

B-3.3. Listing Conditions B-3301 General B-3301/1 Issuer. The Issuer must be duly incorporated according to the laws governing it and carry out its activities in accordance with its articles of association or other constitutional documents.

B-3301/2 Securities. The relevant Securities must be validly issued in accordance with applicable law and the Issuer's constitutional documents.

B-3301/3 Physical form. The physical form of Securities, if any, shall conform to the requirements specified by Belgian law.

B-3301/4 Transferability. The Securities must be freely transferable; provided that the Market Authority may derogate from this requirement in respect of approval clauses the use of which does not disturb the market.

B-3301/5 Underlying Shares. Securities entitling holders to acquire Shares are eligible for listing only if : (i) the underlying Shares are admitted to listing or trading on a Regulated Market or other organized market that is subject to equivalent standards;or (ii) there are adequate assurances that such Shares will be so admitted at the time at which the right to acquire them can be exercised.

B-3301/6 Prospectus. Admission to listing is subject to prior clearance by the CBF, and publication of any prospectus required by law.

B-3301/7 Settlement. Transactions in the relevant Security will be settled through an organization satisfactory to Euronext Brussels.

B-3301/8 Concomitant public offering. In case of a concomitant public offering of the Securities, the first listing of such Securities shall become effective only following completion of the subscription period, except in the case of tap issues of Securities for which the closing date for subscription is not fixed.

B-3301/9 Special conditions. The Market Authority may make admission to listing subject to any special condition that it considers appropriate in the interest of protecting investors and of which it has explicitly informed the applicant, including (without limitation) any supplementary conditions in respect of market capitalization, Equity or lock-up requirements.

B-3302 Shares B-3302/1 Equal rights. Shares of the same class must have identical rights.

B-3302/2 All Shares of the same class. The application for listing must relate to all Shares of the same class that are issued or proposed to be issued.

The Market Authority may derogate from this requirement in respect of Shares which : (i) belong to blocks serving to maintain control over the Issuer;or (ii) are subject to lock-up clauses; provided that the market is properly informed and there is no risk of prejudice to the interests of holders of the Shares to be listed.

B-3302/3 Market capitalization. The foreseeable market capitalization of the relevant Shares and Shares of the same class already listed or, if such market capitalization cannot be assessed, the Issuer's Equity must be at least EUR 15 million.

B-3302/4 Annual accounts. The Issuer and, if applicable, the issuer of the underlying shares must have published or filed audited annual accounts, drawn up in accordance with the accounting standards of the Member State in which it is established, IAS or any other accounting standards allowed by Belgian law and accepted by the Market Authority, for at least three consecutive financial years preceding the application for listing or for such financial years as span a period of at least 36 consecutive months preceding said application.

The Market Authority may waive this condition in full or in part if : (i) the Issuer can present an equivalent economic track record;or (ii) such waiver is otherwise desirable in the interests of the Issuer or the investors and the Market Authority is satisfied that investors have the necessary information available to be able to arrive at an informed judgment on the Issuer and the relevant Shares.

The Market Authority may subject a waiver pursuant to item (ii) above to such supplementary conditions in respect of market capitalization, Equity or lock-up requirements as it deems appropriate.

B-3302/5 Free float. A sufficient number of Shares of the relevant class must be in public hands in Member States or in other countries in which Shares of such class are listed, or, in the case of an initial public offering, it must reasonably be expected that this condition will be met within a short period.

This condition shall be deemed satisfied if 25 % or more of the Shares of the relevant class are in public hands. The Market Authority may accept a percentage lower than 25 %, but not lower than 10 %, if the market may reasonably be expected to operate properly with such lower percentage in view of the large number of Shares and the extent of their distribution to the public. In all cases, the Shares in public hands must represent a least EUR 5 million.

B-3302/6 Corporate governance. Euronext Brussels may by Notice impose corporate governance conditions or substitute disclosure obligations (« comply or explain »).

B-3303 Debt Securities B-3303/1 Debt. The application for listing must relate to all debt Securities of the same issue.

B-3303/2 Amount. The amount of the relevant loan may not be less than EUR 200,000, except in the case of tap issues where the amount of the loan is not fixed or if the Market Authority is satisfied that there will be a sufficient market for the relevant debt Securities.

B-3303/3 Rating agency. The Market Authority may as a condition to admission to listing require that the relevant debt Securities be rated by a rating agency.

B-3303/4 Public-sector debt. The conditions for admission of debt Securities issued by Belgian public-sector entities to listing shall be as set forth in the Public Debt Instruments Decree.

B-3304 Depositary Receipts B-3304/1 Conditions. The admission of depositary receipts to listing on the First Market shall be subject to the following conditions : (i) the general conditions set forth in Rule B-3301, which shall apply in respect of the Issuer and the depositary receipts, as the case may be;provided that Rule B-3301/1 shall also apply in respect of the issuer of the underlying Securities and Rule B-3301/2 shall also apply in respect of the underlying Securities; and (ii) in the case of depositary receipts that represent Shares, Rules B-3302/2 and B-3302/5, which shall apply in respect of the depositary receipts, and Rules B-3302/3 and B-3302/4, which shall apply in respect of the issuer of the underlying Securities; or (iii) in the case of depositary receipts that represent debt Securities, Rules B-3302/2 and B-3302/5, which shall apply in respect of the depositary receipts, Rule B-3302/4, which shall apply in respect of the issuer of the underlying Securities, and Rule B-3303/3, which shall apply in respect of the relevant loan.

B-3304/2 Waiver. The Market Authority may waive any of the conditions referred to in Rule B-3304/1. Any waiver granted by the Market Authority shall be published and shall be generally applicable in comparable circumstances.

B-3305 Other Securities B-3305/1 Conditions. The admission to listing on the First Market of certificates of Securities, as referred to in Article 503 of the aforesaid Belgian company code, warrants, units of collective investment vehicles and other special categories of Securities shall be subject to the following conditions : (i) the general conditions set forth in Rule B-3301;and (ii) such additional conditions as Euronext Brussels may define by Notice.

B-3305/2 Waiver. The Market Authority may waive any of the conditions referred to in Rule B-3305/1. Any waiver granted by the Market Authority shall be published and shall be generally applicable in comparable circumstances.

B-3306 Indices If an application for admission to listing is filed in respect of a Security the value of which is linked to an index or a basket of Securities, such index or basket must first be recognized by the Market Authority on the basis of objective criteria.

B-3.4. Continuing Obligations of Issuers B-3401 General This section B-3.4 sets forth the obligations which the Issuer must meet continuously so long as its Securities are admitted to listing on the First Market.