1- Scope of services - Securitization Transaction Process

We will provide you with consultancy, structuring and ultimately asset servicing services related to the issuance of Securities, which related to either a specific investment project on behalf of a given entity or for general corporate purposes.

We may, in order to better assist the design or securitization process, offer ad-hoc commercial advice. More specifically, we will prepare or procure the preparation of the relevant documents and services set out below:

1. Establish your requirements including corporate aim, structuring and designing of the Securities to be issued – ultimately captured in a ‘discovery process’ with regard to all terms, conditions and financial specifics as per the issuance.

2. Establishment of the relevant entities, including incorporation and listing.

3. Drafting of Base Prospectus and Supplementary Prospectus where required and term sheets (s) for the Securities.

4. Liaison with local counsel to ensure regulatory and legal compliance.

5. Regulatory submission of documents and liaison thereafter to address questions raised.

6. Identification, negotiating and ultimately contractual engagement with agents including: paying agent, establishment agent, calculation agent and listing agent.

7. Submission of documentation to relevant stock exchange, including request and issuance of ISIN.

8. Engage ‘Relevant Clearing System’ to which holds, registers and ‘settles’ electronically bond purchases and sales.

9. Publication of documentation to investors.

10. Capital raising and promotion undertaking as per client instructions.

2- Details of the Ongoing Asset Servicing Services and relevant Agents

The Securities will be issued in registered form and no certificates shall be delivered to Investors. The Securities shall be and remain dematerialized and, as such, notwithstanding anything contained in the Prospectus or Offering Memorandum issued.

• terms and conditions relating to such Securities, including without prejudice to the generality of the foregoing, their issuance, transfer, exchange, redemption and/or cancellation, shall be governed in accordance with the Relevant Clearing Rules and any applicable rules and procedures set out by the Relevant Clearing System providing dematerialization and any other provisions of the Prospectus and the relevant Final Terms shall apply only to the extent that they are not inconsistent with the Relevant Clearing Rules and/or any such applicable rules and procedures.

• any amendment, variation or deletion of the terms shall be subject to the prior express written approval of the Relevant Clearing System. Title to Securities will be evidenced merely by virtue of registration in the books of the Relevant Clearing System.

The Securities are transferable in accordance with applicable law and in accordance with the Relevant Clearing Rules. Title to Securities will pass upon registration of the transfer in the books of the Relevant Clearing System.

* Paying Agent

We may appoint a Paying Agent and any sub-agent thereof as may be identified in the Final Terms. The Paying Agent will be responsible to pay, or cause to be paid, all amounts due to Investors. We will generally procure the transfer of any payments receivable from Collateral Obligors to be made to the Paying Agent prior to payment to Investors.
The manner in which payments shall be collected from any relevant Collateral Obligor shall be specified in the Final Terms.

* Calculation Agent

We would appoint one of our associated as the Calculation Agent. The Calculation Agent shall be responsible to determine the value of the Securities on a Redemption Valuation Day and the resulting Redemption Amount due to an Investor pursuant to his redemption of Securities. The Calculation Agent shall make all relevant determinations and/or calculations accordingly.

* Relevant Clearing System

The Securities will be deposited with and held on the Relevant Clearing System as shall be identified in the Final Terms.

3- Purchase of Securities

Having completed the issuance process, the general process by which the Securities are bought is as follows:

* Initially, the said Investor shall transfer funds in settlement of the aggregate Issue Price of the Securities allocated to him within three (3) Business Days from the date on which such allocation is notified to him.

* An Investor purchases Securities and settles the consideration therefor with the Paying Agent (if any). The Paying Agent shall act as settlement agent and would accordingly credit the issue proceeds to the account of the Issuer held at the Paying Agent.

* Clearing is done through the Relevant Clearing System in which the Securities to be issued are held. (The identification of the Relevant Clearing System would depend in part on where target investors reside, although we expect typically to use ‘Six Securities’, the SIX Swiss Exchange.

Having received those subscription, we arrange as soon as is reasonably practicable, to acquire the Collateral by virtue of a true sale transaction and thus purchase the Collateral directly from the Collateral Obligor against cash consideration. The Collateral Obligor in this respect is the entity which currently holds the ‘assets’ to be transferred to the bond.

It’s important to note that Securities are not underwritten by any person and no entity has agreed to place the Securities without a firm commitment or under ‘best efforts’ arrangements.

Moreover, the Securities are designed for sophisticated investors. Although any person (including retail investors) may seek to send an order for Securities it is highly recommended that prospective investors consult a licensed financial advisor prior to making any order to subscribe for Securities within the Offering Period or otherwise prior to purchasing Securities on the secondary market subsequent to the lapse of the Offering Period.

The Securities will typically trade at the selected stock exchange one (1) Business Day after the Offering Period.

We may also make applications to admit the Securities for listing on any other Regulated Market and/or a Multilateral Trading Facility as shall be specified in the relevant Final Terms.