Jersey Continuing Obligations for Issuers of Specialist Debt Securities (including Eurobonds) listed under Chapter 8 of TISEA Listing Rules

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1 Jersey Continuing Obligations for Issuers of Specialist Debt Securities (including Eurobonds) listed under Chapter 8 of TISEA Listing Rules Introduction This memorandum has been prepared to inform directors of companies of their obligations following the listing of specialist debt securities including Eurobonds on The International Stock Exchange Authority Limited ("TISEA") pursuant to Chapter 8 of TISEA's Listing Rules (the "Listing Rules"). The intention is to assist the directors in satisfying themselves that they are complying with all relevant requirements and to avoid breaches which may lead to undesirable consequences such as fines and suspensions. This memorandum is intended as an overview of the subject matter and should be used as a starting point for a more detailed and comprehensive discussion of the issues based on the particular circumstances or transactions envisaged. Client Memos on other listing topics are also available on request. Continuing obligations The Listing Rules contain provisions setting out the continuing obligations which an issuer is required to observe once any of its securities have been admitted to listing. The Listing Rules also contain provisions regarding accountants' reports and other financial information. Once a listing has occurred, an issuer, assisted by its sponsor, must comply with the continuing obligations specified in the Listing Rules. The continuing obligations are intended to ensure that all market users have simultaneous access to the same information and to maintain an orderly market in the listed securities. Walkers Capital Markets Limited ("WCML"), in its capacity as listing sponsor, must be kept appraised of the operations of the issuer so that we may best advise at all times on any appropriate course of action to be taken by an issuer to demonstrate compliance with the continuing obligations requirements. All final announcements, circulars and reports filed by WCML on behalf of the issuer will be released through the online Market Data Management System ("MDMS") of TISEA. A summary of the continuing obligations is set out below. Listing Undertaking (Listing Rule 8.5.1) An issuer must execute a Listing Undertaking agreeing to comply with the Listing Rules and with all relevant continuing obligations. Observance of the continuing obligations is essential to the maintenance of an orderly market in debt securities and to ensure that all users of the market have simultaneous access to the same information. Failure

2 Page 2 of an issuer to comply with applicable continuing obligations may result in TISEA taking enforcement action as described in Chapter 3 of the Listing Rules. Accounts (Listing Rule 8.5.3) Each Issuer must within nine months of the end of the period to which its audited annual accounts or unaudited financial statements relate: 1. provide one copy of the annual report and accounts to TISEA (if the issuer is not required under the law of its country of incorporation to publish audited accounts); or 2. publish them on TISEA's website (via MDMS) or include a link to publicly available information placed on the internet (if the issuer is required under the law of its country of incorporation to publish audited accounts). General obligation of disclosure (Listing Rule ) Each issuer must keep the public, TISEA and the holders of its listed securities informed as soon as reasonably practicable of any information relating to the issuer that: 1. is necessary to enable them and the public to appraise the position of the issuer; 2. is necessary to avoid the establishment of a false market in its securities; and 3. might reasonably be expected materially to affect market activity in and the price of its securities. Duty of notification to TISEA (Listing Rule ) Information that is required to be disseminated pursuant to Listing Rule or otherwise under the Listing Rules must not be given to a third party before it is notified to TISEA except as permitted by this Listing Rule. An issuer may give information in strict confidence to its advisers, an agent employed to release the information (such as WCML), and to persons with whom it is negotiating with a view to effecting a transaction or raising finance, including prospective underwriters of an issue of securities, providers of finance or loans, or the placees of the balance of a rights issue not taken up by shareholders. In such cases, the issuer must advise the recipients of such information that it is confidential and that they should not deal in the issuer's securities before the information has been made available to the public. Notification where securities are listed on other exchanges (Listing Rule ) An issuer whose securities are listed on TISEA and on any other exchange must ensure that equivalent information is made available at the same time to TISEA and such other exchange. An issuer with equity securities listed on another exchange may satisfy this requirement by stating on TISEA's website where such equivalent information may be obtained. Material changes to the issuer and securities (Listing Rule ) The issuer must within 14 days disclose to TISEA: 1. any change in the rights, powers or privileges of any class of listed securities, including (but not limited to), any changes in the terms of any class of listed securities into which the listed securities are convertible or for which they are exchangeable unless otherwise agreed by TISEA; 2. any decision to call, purchase, redeem or cancel any of the listed securities by the issuer and, where applicable, make an application to TISEA to de-list such securities. The information must also state the

3 Page 3 amount of the securities to be called, purchased, redeemed or cancelled and the amount of securities to be outstanding after the transaction or series of transactions is completed; 3. any decision to change the issuer's constitutional documents; 4. any appointment of a new director or a resignation or removal of a director (including the appointment or a resignation or removal of a corporate director); in the case of an appointment, the issuer shall also state whether the position is executive or non-executive and the nature of any specific function or responsibility; 5. any changes to any disclosed functions or executive responsibilities of a director; such notification shall also state the effective date of the change; and 6. in relation to the appointment of a new director, provide TISEA with a fully signed and completed Director s Declaration in the form set out in Appendix V, unless otherwise agreed with TISEA. Appointment or removal of director With respect to any appointment, removal or resignation of a director, a certified copy of the relevant board meeting minutes/written resolutions will also be required by TISEA. A utility bill (no older than three months) plus a certified copy of director's passport/or ID together with a 10 year summary history of employment and a schedule of current directorships will also be required to be submitted to WCML for new directors. In terms of certification, copies of documentation must be certified by a lawyer, accountant, director or officer of a regulated financial services provider, police officer, embassy or consular official or notary public. The certifier must confirm that they have viewed the original documentation and that the photocopy is a true copy of the original. The words "certified true copy" must be included and the document must be signed and dated, and include details of the certifiers capacity (eg lawyer), registration number and stamp (if applicable). The same information and documentation needs to be submitted for any alternate director. requirement if an alternative director is appointed on an ad-hoc basis. TISEA may waive this Conversion of securities (Listing Rule ) If listed debt securities may be converted into, or exchanged for securities of another company, or are guaranteed by another company, the issuer must ensure that adequate information is at all times available to TISEA and the holders of the listed debt securities: 1. concerning the business and affairs of the other company; and 2. concerning the rights, powers and privileges of the securities into which the listed securities are convertible or for which they are exchangeable. As a minimum, the information provided to satisfy subsection (a) of this Listing Rule must include the annual report and accounts of the company, any interim financial statements, and all other information that may be required for a realistic valuation of the listed securities to be made. An issuer may satisfy this requirement by stating on TISEA's website where equivalent information may be obtained in respect of the company issuing the equity into which the debt is convertible.

4 Page 4 Draft Announcements (Listing Rule ) In addition to the specific requirements set out in the Listing Rules, the issuer must submit to TISEA, for review, copies of drafts before they are issued of any announcements or advertisements the subject matter of which involves a change in or relates to or affects arrangements regarding trading in the listed debt securities on TISEA, including suspensions or cancellations of listings. Miscellaneous obligations (Listing Rule ) The issuer must send to TISEA, as soon as practicable after they are issued by the issuer (or on its behalf), one copy of the following: 1. all resolutions of the issuer, in respect of the listed issue, passed other than in the ordinary course of business; 2. any document relating to the take-over of, merger by or offer to purchase the issuer; 3. all notices of meetings in relation to the securities; 4. forms of proxy, reports and announcements in relation to the listed issue; and 5. any other similar documents. Listing Rule The issuer must submit one copy to TISEA of any document sent by the issuer (or on its behalf) to holders of the issuer's listed issue as soon as practicable after such document is issued. Change of auditor or registered address (Listing Rule ) The issuer shall notify TISEA immediately of any changes in its auditors or registered address. Publication of announcements All announcements can be published through MDMS by WCML. The announcements should be sent to its designated TISEAAnnouncements@walkersglobal.com. TISEA materials Please note that TISEA has also issued guidance notes on continuing obligations which can be obtained on TISEA's website ( Listing agent services WCML is a Category 1, 2 and 3 sponsor of TISEA, which means that we are able to act as a sponsor for all listing purposes, enabling all clients to achieve their goals. We are experienced in the provision of high quality and cost effective professional legal and listing services. Our team possesses a thorough working knowledge of listing requirements and provides an efficient, high quality listing service. When you choose Walkers, you receive the focused attention of senior, experienced professionals with a strong track record of liaising with TISEA, managing the listing process and meeting client expectations of quality and timeliness.

5 Page 5 In our capacity as listing sponsor, WCML liaises with TISEA on an issuer's behalf in relation to its continuing obligations. Our continuing obligations role includes: 1. Advice on the application of TISEA's continuing obligations requirements. 2. Drafting announcements for the issuer's review and approval. 3. Liaising with TISEA, when necessary, where announcements or circulars must be pre-approved prior to release to shareholders. 4. Reviewing interim reports and annual reports and accounts. 5. Ensuring filing deadlines for announcements, circulars and financial reports are met. 6. Advising and resolving apparent breaches of listing rules when raised by TISEA. 7. All announcements, circulars and reports filed by WCML on behalf of an issuer will be released through the MDMS of TISEA. In order to meet deadlines ascribed within the Listing Rules, the issuers should send relevant documents, notifications or announcements at least one working day prior to the final cut-off date in order to allow WCML to make timely filings with TISEA. Open communication WCML operates an open-door policy and is happy to answer any query, however big or small, to ensure that an issuer best complies with its obligations to TISEA. In this regard we recommend that, upon listing, an issuer establishes key contacts within its administrator, legal advisers or directors who will be responsible for liaising with WCML on an on-going basis. We then aim to develop a strong working relationship with the issuer's contact(s) to develop effective and efficient communication channels. Updated: 10 May 2017 For further information please refer to your usual contact or: Jersey - Nigel Weston, Partner nigel.weston@walkersglobal.com +44 (0) Jersey - Piotr Kobus, Listings Manager piotr.kobus@walkersglobal.com +44 (0) Jersey - Jonathan Heaney, Partner jonathan.heaney@walkersglobal.com +44 (0) The information contained in this memorandum is necessarily brief and general in nature and does not constitute legal or taxation advice. Appropriate legal or other professional advice should be sought for any specific matter. Walkers works in exclusive association with Taylors in Bermuda, a full service commercial law firm providing advice on all aspects of Bermuda law.