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This composition is specified under the assumption that the Euroclear Group participates with Euroclear Belgium, Euroclear Finland, Euroclear France and Euroclear Nederland and the Clearstream Group participates with Clearstream Banking Frankfurt and with LuxCSD in T2S.

L2152012EN1910120120718 EN0005.0001261294ANNEX T2S ADVISORY GROUP MANDATE 1. Preamble and objectives In line with the Treaty on the Functioning of the European Union and the Statute of the European System of Central Banks and of the European Central Bank, the Eurosystem aims to offer its TARGET2- Securities (T2S) services to central securities depositories (CSDs) and central banks in Europe. T2S services allow for the core, neutral and borderless settlement of securities transactions on a delivery-versus-payment basis in central bank money. This is performed in a single technical platform integrated with central banks’ real-time gross settlement systems for all participating currencies. In view of the provision of T2S services, the Governing Council of the European Central Bank (ECB), as ultimate decision-making body of the Eurosystem, established the T2S Advisory Group (AG) to ensure that T2S continues to meet the needs of the market. The AG maintains its role as an advisory body to the Eurosystem for all T2S-related issues. It may also advise the CSD Steering Group and the Non-euro Currencies Steering Group. 2. Responsibilities and tasks The AG is responsible for: supporting the consistency of the T2S scope defining set of documents, in particular their full compliance with the user requirements document, supporting the Eurosystem’s review and prioritisation of change requests to the T2S scope defining set of documents, in line with the applicable procedures specified in the Schedules of the Framework Agreement (FA) on Governance and Change and Release Management, supporting the Eurosystem in any adjustment to the pricing framework, continuing to foster the work on harmonisation in the field of securities settlement related to T2S and supporting implementation efforts in the market, advising on decisions to be taken by the Governing Council, the T2S Board, the CSD Steering Group and the Non-euro Currencies Steering Group which, in the view of the T2S Board, have implications for the T2S users, advising on practices and policies that contribute to an effective and cost efficient implementation of T2S in the post-trading T2S environment, advising on operational issues, advising when disputes arise between the Eurosystem and one or more CSDs and/or between the Eurosystem and one or more non-euro area national central banks (NCBs), in line with the dispute resolution procedures in the FA and the Currency Participation Agreement (CPA). Each individual full member of the AG may: propose advice on T2S-related issues, initiate a change request in line with the procedure in the FA Schedule on Change and Release Management. 3. Composition and term The AG is composed of the Chairperson, the Secretary, full members and observers. The AG is chaired by the T2S Board Chairperson. The AG Secretary is a highly experienced ECB staff member and is appointed by the AG Chairperson. The ECB provides the AG Secretary with operational and secretarial support. The AG Chairperson may designate an alternate to replace the AG Secretary in exceptional circumstances. A representative of any of the following groups is eligible to be a full AG member: (a) Central banks:The ECB and each of the NCBs of the Member States whose currency is the euro are represented by one full member. When a Member State adopts the euro, its NCB will participate as a full AG member from the date of adoption of the euro. A central bank outside the euro area that has signed the CPA and participates with immediate effect in T2S will (b) CSDs:All full members of the CSD Steering Group are full members of the AG. As an exception and reflecting their share of settlement volume, the Euroclear Group has four members, the Clearstream Group four and Monte Titoli twoThis composition is specified under the assumption that the Euroclear Group participates with Euroclear Belgium, Euroclear Finland, Euroclear France and Euroclear Nederland and the Clearstream Group participates with Clearstream Banking Frankfurt and with LuxCSD in T2S. . This composition is frozen for one year from the start of operation of T2S, following which the Governing Council will revise the additional members to reflect the actual settlement volume in T2S; (c) Users:Both the User stakeholder group and the CSD group have the same number of members in the AG, so that market T2S stakeholder groups are equally represented. The Governing Council nominates user representatives on the basis of a proposal from the T2S Board. The T2S Board’s proposal is based on applications received from the European Banking Federation, the European Savings Bank Group, the European Association of Cooperative Banks, the Association for Financial Markets in Europe, and the European Association of Clearing Houses with a view to balancing the different user interests in T2S, including small and large institutions and markets, domestic and international players, and different scopes of services provided by users, focusing on users that have a significant securities business in T2S, in euro or other currencies that are eligible for settlement in T2S, irrespective of their place of incorporation. Each of these institutions shall have at least one of their applicants selected. In addition, the following parameters apply: (i) at least 11 full members represent major commercial banks;(ii) at least two full members represent international investment banks;(iii) at least two full members represent banks active in the securities settlement industry and serving their local customers;(iv) at least one full member represents a central counterparty. The heads of the following institutions and organisations are each entitled to nominate one observer to the AG: the Association for Financial Markets in Europe, the European Association of Cooperative Banks, the European Banking Federation, the European Association of Clearing Houses, the European Savings Bank Group, the Federation of European Securities Exchanges, the European Securities and Markets Authority, the European Commission, the Eurosystem oversight function, one representative of each of the 4CB (these representatives shall present their view to the AG in a uniform way). In addition, T2S Board members are invited to the AG meetings as observers. Each nominee shall have the appropriate level of seniority and relevant technical expertise. The nominating entities shall ensure that a nominee has sufficient time available to be actively involved in the AG’s work. To limit the size of the AG, no more than two full members or observers originating from a single central bank may attend the AG at the same time. The AG Chairperson is exempted from this rule in order to allow for sufficient neutrality. The full members and the observers are nominated for a renewable term of two years. Replacements of user members who resign during a regular term can be nominated by the T2S Board based on applications received from the relevant user organisation. The AG mandate starts in July 2012, replacing the mandate and the rules of procedure of the AG initially drafted for the specification phase and extended until the FA enters into force. The new mandate expires with the replacement of the FA and the CPA with a new agreement and/or with the termination of the FA and CPA by the signatories. 4. Reporting The AG provides advice to the T2S Board. Upon request, the AG may also advise the CSD Steering Group or the Non-euro Currencies Steering Group. In exceptional cases, the AG may provide advice directly to the Governing Council if the AG considers that the General Principles of T2S or other core elements of T2S are at risk. The Governing Council and the T2S Board (for issues delegated by the Governing Council to the T2S Board) may provide general guidance to the AG, either on their own initiative or upon request. 5. Working procedures Full members are entitled to take part in AG decision-making. Observers are entitled to participate in AG meetings, but do not participate in its decision-making process. Decisions of the AG take the form of advice or of resolutions concerning the organisation of the AG work or the work of the sub-groups. The AG’s advice is sent directly to the T2S Board, the Governing Council, the CSD Steering Group or the Non-euro Currencies Steering Group, as the case may be. The AG’s advice and resolutions should be adopted by way of consensus. Where consensus cannot be reached, the AG Chairperson may decide to assess the degree of support for a specific decision, in which case their advice or resolutions are adopted by simple majority of the full members of the AG. The AG Chairperson and Secretary are not entitled to take part in the adoption of advice or resolutions. The AG may establish sub-structures to support its work if considered necessary. It coordinates with the T2S Board who organises the work so that all relevant governance bodies are properly involved without duplicating sub-structures on similar topics. As a rule, the AG meets at least twice a year. Additional meetings may be called by the AG Chairperson, the dates of which are to be communicated sufficiently in advance to the AG. In principle, meetings take place at the ECB’s premises. In addition, the AG Chairperson may invite the AG to provide its advice via other means, such as written procedures. The AG works in an open and transparent manner and AG documentation is published on T2S’s website. Detailed working procedures are to be specified in the Rules of Procedure drafted by the AG and endorsed by the T2S Board. NATIONAL USER GROUPS MANDATE 1. Objectives The National User Groups (NUGs) bring together providers and users of securities settlement services within their national markets in order to support the development, implementation and operation of TARGET2-Securities (T2S). They create fora for involving national market participants in the T2S Advisory Group’s (AG) work and establish the formal link between the AG and the national markets. They act both as a sounding board for the T2S Programme Office and as providers of input to the AG in relation to all matters considered by the AG. As such, they may also suggest issues for AG consideration. The NUGs may be involved in the change and release management process and can play an important role in assessing such requests in the context of the operation of the national markets. The NUGs should adopt the T2S principle of seeking to avoid incorporating national specificities in T2S, and should actively promote harmonisation. 2. Responsibilities and tasks The NUGs in markets participating in T2S are responsible for: assessing the impact of the T2S functionality, and in particular any changes in the T2S user requirements, on their national market; when doing so, due consideration should be given to the concept of a lean T2S that aims at avoiding national specificities and at promoting harmonisation, contributing to the monitoring and implementation tasks associated with the T2S harmonisation activities supported by the AG, bringing material concerns of the national market to the attention of the AG, raising the awareness of T2S in all segments of the national securities community, supporting the AG members representing the national community. While fulfilling their responsibilities, the NUGs shall adhere to the high standards of transparency that are a key element of T2S. Although the focus of this mandate is on markets participating in T2S, also markets not yet participating in T2S are welcome to establish NUGs. If such market decides to establish an NUG, it shall follow a similar mandate in order to prepare its market for participation in T2S. 3. Composition and term The NUGs comprise a Chairperson, Secretary and members. The Chairperson of an NUG should preferably be a full member or observer of the AG. This role will typically be performed by a senior official of the relevant national central bank. In the case where the relevant national central bank does not provide or designate the chairperson of the NUG, the chairperson will be nominated by the AG Chairperson who will look for consensus amongst the main participants in the relevant market. Should the Chairperson not be a member of the AG, an AG member should coordinate between the AG and the NUG Chairperson to ensure a close link between the AG and the NUG. Should no member of an NUG be represented in the AG, the NUG shall seek close cooperation with the AG Secretary in order to be informed about T2S developments. The secretary of an NUG is provided by the relevant national central bank in euro area countries; in other countries the NUG Secretary is appointed by the NUG Chairperson and should ideally be provided by the respective national central bank. The secretary is expected to attend regular briefings organised for NUG secretaries by the T2S Programme Office via the NUG experts network. The NUG secretaries of markets that do not participate in T2S may participate as guests in the NUG experts network. The members of an NUG comprise the relevant AG members and observers (or their nominated senior representatives, acceptable to the NUG Chairperson) and additional persons with the knowledge and standing to be broadly representative of all categories of users and providers in the national market, including experts on cash matters. NUG members may thus include CSDs, brokers, banks, investment banks, custodians, issuers and/or their agents, central counterparties, exchanges and multilateral trading facilities, the relevant national central bank, regulatory authorities and the relevant banking associations. The NUGs’ mandate expires at the same time as the mandate of the AG, i.e. with the replacement of the Framework Agreement and the Currency Participation Agreement with a new contract and/or with the termination of the Framework Agreement and Currency Participation Agreement with all signing CSDs and non-euro area central banks. 4. Working procedures NUGs only deal with issues relevant to T2S. They are invited to actively seek briefing from the T2S Programme Office in relation to live issues, and provide national views in a timely fashion on matters requested by the AG Secretary or raised by the NUG. The T2S Programme Office regularly provides information to the NUGs on markets participating in T2S and organises meetings with such NUG secretaries via the NUG experts network to foster the interaction between the NUGs and the T2S Programme Office. The NUGs will endeavour to have regular meetings aligned with the schedule of AG meetings, so that they can offer advice to national AG members. However, no AG member is bound by any such advice. NUGs may also make written submissions to the AG via the AG Secretary and invite an AG member to present its view. The NUG Secretary aims at circulating an agenda and relevant documents for discussion at an NUG meeting at least five business days ahead of the meeting. A summary of an NUG’s meeting will be published on the T2S website and, if deemed appropriate, on the website of the respective NCB. The publication should ideally be made in English and, if required, in the relevant national language within three weeks after each NUG meeting. The members of the NUGs will be published on the T2S website. The NUGs will also publish an NUG-contact e-mail address on the T2S website, so that participants in national markets know whom to contact to express their views.