Statutes

Association sans but lucratif

IN THE YEAR TWO THOUSAND AND SIX ON THE TWELFTH DAY OF JULY THERE APPEARED

ABN AMRO Bank NV, EU Liaison Office, rue de la Chancellerie, 17a, 1000 Brussels, Belgium

APCIMS–Association of Private Client Investment Managers and Stockbrokers, 1st Floor, 114 Middlesex Street, London E1 7JH, United Kingdom

AXA, (AXA France IARD, société anonyme), 21 avenue Matignon, F 75008 Paris, France

BANCO BILBAO VIZCAYA ARGENTARIA S.A., European Affairs Office, 43, Avenue des Arts, 1040 Brussels, Belgium

BANCA INTESA, International and European Affairs, Square de Meeûs 35, 1000 Brussels, Belgium

BARCLAYS PLC., 8th Floor, 1 Churchill Place, London E14 5HP, United Kingdom

BNP PARIBAS Société Anonyme, CAA 04 B1 3, rue d’Antin, F – 75002 Paris, France

CFA Institute, (A Virginia Nonstock Corporation), One Canada Square, 10th floor, Canary Wharf, London E14 5AB, United Kingdom

CITIGROUP Inc., Canada Square, Canary Wharf, London E14 5LB, United Kingdom

COMMERZBANK EU LIAISON OFFICE, Boulevard Louis Schmidt 87, 1040 Brussels, Belgium

DEUTSCHE BANK AG, EU-Representation, 17, Avenue Marnix, 1000 Brussels, Belgium

DEUTSCHE BÖRSE AG, Representative Office Berlin, Unter den Linden 36, 10117 Berlin, Germany

EAPB – EUROPEAN ASSOCIATION OF PUBLIC BANKS, Brussels Office, Avenue de la Joyeuse Entrée 1-5, 1040 Brussels, Belgium

ESBG – EUROPEAN SAVINGS BANKS GROUP, WSBI-ESBG, Rue Marie-Thérèse 11, B-1000 Brussels, Belgium

EUROCLEAR plc, Brussels Office : 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium

London Office: 33 Cannon Street, London EC4M 5SB, United Kingdom

EURONEXT, Palais de la Bourse, 1000 Brussels, Belgium

EBF– European Banking Federation, Rue Montoyer 10, 1000 Brussels, Belgium

EMF– European Mortgage Federation, Av. de la Joyeuse Entrée, 14/2, 1040 Brussels, Belgium

FEE–European Federation of Accountants, Avenue d’Auderghem 22-28, 1040 Brussels, Belgium

FESE–Federation of European Securities Exchanges AISBL, Rue du Lombard 41, 1000 Brussels, Belgium

FOA–Futures & Options Association, 36 – 38 Botolph Lane – 2nd floor, London EC3R 8DE, United Kingdom

FORTIS BANK SA/NV, Financial Institutions & Banks – 1QC3A, Warandeberg 3, 1000 Brussels, Belgium

GOLDMAN SACHS INT. Group, Inc, Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom

ICMA – International Capital Market Association, 7 Limeharbour, London E14 9NQ, United Kingdom

ISDA–International Swaps & Derivatives Association, Inc.,

EU Liaison Office : Rue Wiertz 50/28, 1050 Brussels, Belgium

ISDA London Office: One New Change, London EC4M 9QQ, United Kingdom

JP MORGAN plc, 10 Aldermanbury, London EC2V 7RF, United Kingdom

LIBA–London Investment Banking Association, 6 Frederick’s Place, London EC2R 8BT, United Kingdom

LLOYDS TSB Plc, Public Policy & Regulation, 25 Gresham Street, London EC2V 7HN, United Kingdom

LLOYD’S, 1 Lime Street, London EC3M 7HA, United Kingdom

LONDON STOCK EXCHANGE plc., 10 Paternoster Square, London EC4M 7LS, United Kingdom

MASTERCARD Europe SPRL, Law Department MasterCard Europe, Ch. De Tervuren 198A, 1410 Waterloo, Belgium

MERRILL LYNCH & Co., Inc., 2 Edward Street, London EC1A 1HQ, United Kingdom

MORGAN STANLEY, Canary Wharf, 25 Cabot Square, London E14 4QA, United Kingdom

NORDEA BANK FINLAND Plc, Satamaradank. 5, 00020 Nordea, Finland

PRUDENTIAL Plc, Laurence Pountney Hill, London EC4R 0HH, United Kingdom

ROYAL BANK OF SCOTLAND Plc, 12th Floor, 280 Bishopsgate, London EC2M 4RB, United Kingdom

SANPAOLO IMI S.p.A., European Affairs, 125 Avenue Louise, 1050 Brussels, Belgium

SOCIETE GENERALE SA, Tour Société Générale (SEGL/JUR), 92972 Paris La Défense Cedex, France

STANDARD AND POOR’S, a division of the McGraw-Hill Companies, Inc., 21-25 rue Balzac, 75406 Paris Cedex 08, France

SVENSKA HANDELSBANKEN AB (publ), 106 70 Stockholm, Sweden

UBS AG

1 Finsbury Avenue, London EC2M 2PP, United Kingdom

Kuttelgasse 7, P.O. Box, CH-8098 Zürich, Switzerland

VISA Europe Inc, Rue du Luxembourg 3, 1000 Brussels, Belgium

WESTERN UNION INTERNATIONAL BANK Inc., Maderstrasse 1, 1040 Vienna, Austria

WHEREAS

• Each Member has agreed with the other Members to form an association sans but lucratif (ASBL/RZW) (non-profit association) called the “European Parliamentary Financial Services Forum” (abbreviated “EPFSF”), hereinafter referred to as the “Forum “.
• The parties hereby decide to establish the Forum as an association sans but lucratif/vereniging zonder winstoogmerk in accordance with Belgian law and the terms set forth in the present Articles of Association, approved hereafter by the Members (the “Articles of Association”).
• The headings in these Articles of Association are for convenience purposes only and shall not affect their interpretation.

IT IS HEREBY AGREED AND DECLARED AS FOLLOWS:

1.1 A Belgian non-profit association with an indefinite duration is hereby established. The name of the non-profit association is the “European Parliamentary Financial Services Forum” (abbreviated “EPFSF”) hereinafter referred to as the “Forum “. The Forum is governed by the provisions of the Belgian Act of 27 June 1921 on non-profit associations, international non-profit associations and foundations (the “Act”).

1.2 The registered office of the Forum is located in the judicial district of Brussels at Rond Point Schuman 2-4, 1040 Brussels. The Forum’s registered office can be transferred to any other location in Belgium by a decision of the General Meeting.

1.3 The principal purposes of the Forum are:

– to promote integration of a single European market for financial services across national borders, which is globally competitive and to the benefit of the European economy as well as suppliers and consumers of financial services;

– to provide a focal point and resources for members of the European Parliament interested in financial services issues as well as a forum for industry-Parliamentary dialogue;

– to deploy the joint expertise of its financial industry Members to spread factual information about financial markets and services to the European Parliament via briefs, meetings, study visits and other regular activities as appropriate.

Admission of new Members

2.1. Membership to the Forum is open to any entity admitted to membership by the Administrative Committee (hereinafter the “AC”) and which:

(a) is able to subscribe fully to the objectives of the Forum, including particularly supporting the establishment of a single integrated European market for financial services;

(b) carries on the business of providing financial services (e.g. banks, investment firms, stock exchanges or industries bodies representative of such organisations, and by extension audit firms);

(c) is incorporated or has a place of business in the EU or the EFTA;

(d) is capable of meeting on a continuing basis all obligations of membership, including the payment of dues.

2.2. Candidates for membership to the Forum shall apply in writing to the chair of the AC and include in the application form or letter the following information:

(a) a description of the candidate’s activities;

(b) a written statement signed by a responsible person within the candidate organisation that it complies with the objectives of the Forum and the obligations of membership.

2.3 Membership shall be effective as of the month following the decision by the AC or any such other date as agreed with the candidate organisation.

Rights and Obligations of Members

2.4 Members of the Forum:

(a) shall be entitled to participate in Forum meetings;

(b) shall be entitled to attend meetings of the General Meeting and the Financial Industry Committee and any other meeting or event of the Forum open to attendance by Members;

(c) at the AC’s invitation, must be ready to contribute to briefs and/or provide speakers as appropriate;

(d) shall pay any membership dues set by the General Meeting in accordance with Article 9.1 of the present articles.

Cessation of Membership

2.5 Membership shall be lost by a declaration of withdrawal or exclusion pursuant to a decision of the General Meeting.

2.6 A declaration of withdrawal made by a Member must be sent to the chair of the AC by registered mail at least six months before the end of the year after which the cessation will become effective. In such a case, the chair of the AC shall inform the other members of the AC immediately.

2.7 A Member can be excluded from the Forum pursuant to a decision of the General Meeting, following a proposal by the AC, after having heard the Member in question, pursuant to Article 12 para 2 of the Act. Such an exclusion shall be effective immediately, unless the General Meeting decides otherwise.

2.8 Any Member that withdraws or is excluded from the Forum shall not be entitled to any of the Forum’s assets. Any such Member shall be liable for all dues to the Forum for the year of the withdrawal or exclusion with no pro rata deduction.

The total number of Members cannot be less than three (3).

4.1. The General Meeting is the supreme body of the Forum and shall be composed of the Members. The General Meeting is empowered to do whatever it deems necessary or useful to achieve the Forum’s purpose. The General Meeting determines the general policy of the Forum and can give all powers and authority to the AC in that respect. The General Meeting has exclusive authority in the matters listed under Article 4 of the Act. Furthermore, the General Meeting has exclusive authority in the following matters:

(a) appointment from amongst its Members of members to the AC;

(b) approval of the annual accounts and annual budget.

4.2 The General Meeting shall meet at least once a year in order to approve the annual accounts and the annual budget (hereinafter the “Ordinary General Meeting”). At this meeting, the General Meeting shall also appoint new members to the AC to fill any vacancies.

4.3 Extraordinary meetings of the General Meeting may be called by the chair of the AC at his or her own initiative or at the request of at least one fifth of the Members and shall take place in the framework of the FIC, as described in Article 5.

4.4 The chair of the Steering Committee (hereinafter the “SC”) or anyone appointed by him/her shall preside over the Ordinary General Meeting and any extraordinary General Meetings.

4.5 The notice of and agenda for a General Meeting shall be sent by the chair of the AC to each Member by e-mail at least two weeks prior to the date of the meeting.

4.6 Together with the notice of and agenda for the Ordinary General Meeting, the chair of the AC shall send to each Member a notice of any vacancies on the AC and request nominations for candidates, who must be nominated separately and seconded by a Member. Members must have been involved in the Forum’s activities for at least one year in order to be able to nominate an eligible candidate for election to the AC. Each Member shall be entitled to put forward no more than one candidate from its organisation but may nominate and second any number of candidates from other organisations. Particulars of each candidate shall be circulated to Members before the Meeting. Voting shall be by a show of hands (or by ballot, if requested) for no more than one candidate for each vacancy. Elected members shall take office at the conclusion of the election.

4.7 Unless otherwise provided by the Act, the General Meeting may not take decisions unless:

(a) at least half of its Members are present or represented;

(b) the decision is approved by a at least half the Members present or represented.

4.8 The General Meeting’s decisions and resolutions shall be sent to Members along with the minutes of the meeting. The decisions and minutes of the General Meeting shall be kept in a register signed by the chair of the AC who shall ensure that it remains available to Members.

5.1 In addition to the Ordinary General Meeting, the Members will, in principle, meet three times annually. At each meeting, the AC shall report on its work and any Member can raise a matter for consideration, subject to the discretion of the chair.

5.2 Meetings of the FIC shall be convened by the chair of the AC and notices of and agenda for these meetings shall be sent by post or by other durable means (e.g. fax, e-mail, etc.) to each Member at least two weeks before the proposed date of the meeting.

5.3 The chair of the AC shall preside over meetings of the FIC.

6.1 The Forum shall be managed by an Administrative Committee (AC) which shall comprise at least three (3) and no more than twelve (12) members, elected by the General Meeting from amongst its Members. Members of the AC shall be elected for a renewable term of no more than 3 years.

6.2 The AC shall appoint from amongst its members a chair, a vice-chair and a treasurer for a renewable term of two years. In the chair’s absence, the vice-chair may act in his/her stead.

6.3 The AC shall exercise its functions by such means and at such times and places as it deems fit but it:

(a) shall report regularly to the FIC and the General Meeting;

(b) shall regularly meet with the Steering Committee to review, amongst other matters, the Forum’s role, the agenda of upcoming meetings and progress on agreed goals;

(c) shall be responsible for managing the business of the Forum including arranging secretarial and administrative support, organising Forum events, securing appropriate funding, producing research papers and briefs and determining all matters relating to operation of the Forum;

(d) may appoint such working groups, consultants and other participants to contribute to the Forum’s work as it deems fit;

(e) shall rule on applications for membership to the Forum in accordance with the criteria set out in Article 2.1 and after having evaluated the information provided by the candidate organization pursuant to Article 2.2.

6.4 No decision of the AC may be adopted unless:

– at least half its members are present or represented;

– it is approved by a majority of the votes cast.

6.5 In the event of a tie, the Chair shall cast the deciding vote.

The Forum is validly represented towards third parties for all administrative and management matters relating to the operations of the Forum, including in court, by the chair of the AC or, in the absence of the chair, by the vice-chair.

8.1 The Steering Committee (SC) is an advisory committee comprised of members of the European Parliament drawn from each of the Parliament’s main groups and appointed in such a manner and by such procedures as the Steering Committee may from time to time decide.

8.2 The SC shall appoint, from amongst its members, a chair and a vice-chair for a renewable two-year term.

8.3 The SC shall exercise its functions by such means and at such times and places as it deems fit but it:

(a) shall consult with the AC on the general direction of the Forum in cooperation with the AC and the FIC;

(b) shall regularly meet with the AC to review, amongst other matters, the work of the Forum and the agenda of upcoming meetings.

9.1. The Forum shall be funded by membership dues as determined by the General Meeting for existing Members and by the AC for the first year for newly admitted Members. Membership dues shall be payable upon joining the Forum and at a set date every year thereafter. The AC may charge a fee to non-Members who wish to attend Forum functions.

9.2 Any surplus at the end of a financial year shall be used as decided by the General Meeting or, in the event the Forum ceases to exist, allocated to another non-profit organisation.

9.3 The maximum annual contribution by any one Member is set at €20,000.

9.4 If a Member has not paid its contribution one month after the sending by the Chair of the AC of a formal notice to do so, the General Meeting may exclude such Member in accordance with Article 2.7 of these article of association.

10.1 The Forum’s financial year closes on 31 December of each year.

10.2 The annual accounts of the Forum are denominated in euros and must be audited by an external auditor, appointed by the AC.

10.3 The chair of the AC shall prepare and submit for approval to the General Meeting the accounts for the previous financial year and the external auditor’s report.

11.1 Suggested alterations or additions to these Articles of Association must be made in consultation with the Steering Committee and no alteration or addition may be made unless:

(a) at least two thirds of the Members are present or represented;

(b) it is approved by a at least two thirds of those Members present or represented.

12.2 Any dispute regarding the validity, interpretation or implementation of these Articles of Association shall be submitted to the exclusive jurisdiction of the Brussels courts.