european union transparency report final - fitch …8b3fed7e-056b-447e-a250... · outcome of the...

European Union Transparency Report

March 2015

European Union Transparency Report March 2015 1

European Union Transparency Report This Transparency Report is published in accordance with Article 12 and Annex I, Section E.III of the EU Regulation on

Credit Rating Agencies ((EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on

credit rating agencies, as amended by Regulation (EU) No 513/2011 of the European Parliament and of the Council of

11 May 2011 and as amended by Regulation (EU) No. 462/2013 of the European Parliament and of the Council of 21

May, 2013 (hereinafter referred to as the EU Regulation)). It provides information on the operations of Fitch Ratings in

the EU for the fiscal year ending December 2014.


Table of Contents

1. Legal Structure and Ownership ........................................................................................................................................................ 3

2. Internal Control Mechanisms Ensuring the Quality of Credit Rating Activities ................................................................................. 5

3. Information on Allocation of Staff .................................................................................................................................................... 10

4. Record Keeping Policy .................................................................................................................................................................... 14

5. Outcome of the Annual Internal Review of the Compliance Function ............................................................................................. 15

6. Management and Rating Analyst Rotation Policy ........................................................................................................................... 16

7. Information on Revenue .................................................................................................................................................................. 22

8. Governance Statement ................................................................................................................................................................... 23


1. Legal Structure and Ownership

Legal Structure The Fitch Ratings group of companies established in the EU are listed below. Each of these companies is

incorporated in accordance with applicable national law and registered under the EU Regulation.

1. Fitch Ratings Limited - established in England

2. Fitch Ratings CIS Limited - established in England

3. Fitch France S.A.S. - established in France

4. Fitch Deutschland GmbH - established in Germany

5. Fitch Italia S.P.A. - established in Italy

6. Fitch Polska S.A. - established in Poland

7. Fitch Ratings España S.A.U. - established in Spain

Fitch Ratings Limited operates largely in the United Kingdom, although it has branches in Sweden and Dubai. As at

July 1, 2014, there was a transfer of ownership of Fitch’s branches in South Korea and Taiwan from Fitch Ratings

Limited to Fitch Australia Pty Ltd. Fitch Ratings CIS Limited operates solely via a branch office in Moscow.

Ownership The only entity to hold a material stake in any of Fitch Ratings CIS Limited, Fitch France S.A.S., Fitch Deutschland

GmbH, Fitch Italia S.P.A., Fitch Polska S.A. and Fitch Ratings España S.A. is Fitch Ratings Limited. In turn, the only

entity to hold a material stake in Fitch Ratings Limited is Fitch Ratings, Inc., Fitch’s American rating agency.

a) Fitch Ratings Limited: ownership – Fitch Ratings, Inc. 100%

b) Fitch Ratings CIS Limited: ownership – Fitch Ratings Limited 100%

c) Fitch France S.A.S.: ownership – Fitch Ratings Limited 100%

d) Fitch Deutschland GmbH: ownership – Fitch Ratings Limited 100%

e) Fitch Italia S.P.A.: ownership – Fitch Ratings Limited 97%, Fitch Ratings, Inc. 3%

f) Fitch Polska S.A.: ownership – Fitch Ratings Limited 100%

g) Fitch Ratings España S.A.U.: ownership – Fitch Ratings Limited 100%

Fitch Ratings Limited is 100% owned by Fitch Ratings, Inc. Fitch Ratings, Inc., in turn is 100% owned by Fitch Group,

Inc., a holding company, which in turn is 20% indirectly owned by Fimalac S.A. of France and 80% indirectly owned by

the Hearst Corporation of the US.

The Hearst Corporation is a privately held diversified media and information company in the US. Its major interests

include ownership of magazines, newspapers, cable networks, television broadcasting, internet and marketing services

businesses, TV production, newspaper features distribution, and real estate. It maintains significant holdings in

automotive, electronics and medical/pharmaceutical business information companies. It retains its ownership interest

in the Fitch Group, Inc. through Hearst Ratings II, Inc., a single purpose subsidiary.


Fimalac S.A. is a holding company listed in Paris. It operates in the financial services sector through Fitch Group, Inc.

the parent company of Fitch Ratings, Inc. It is also present in four other business areas. Namely i) leisure activities

and luxury hotels, ii) a digital division including entertainment, cinema and TV series, gaming and recipes, iii)

entertainment both in venue management and live entertainment production and iv) real estate sector , mainly through

North Colonnade Ltd. It maintains its ownership interest in the Fitch Group, Inc. through Fimalac Services Financiers, a

holding company.


2. Internal Control Mechanisms Ensuring the Quality of Credit Rating Activities

1. Introduction

This document describes the internal controls of Fitch Ratings, Inc. (“FRI”) and Fitch Ratings Limited (“FRL”), including

any of FRI’s and FRL’s subsidiaries that issue credit ratings under the trade name of Fitch Ratings (together, “Fitch”).

The Board of Directors of each of FRI (the “FRI Board”) and FRL (the “FRL Board” and together, the “Boards”), that

are the most senior credit rating agencies within Fitch Group, Inc. (“Fitch Group”), operates in accordance with a

governance charter and related board procedures to implement the charter. Each of the FRI Board and the FRL Board

conducts its reviews on behalf of all of Fitch. In addition, where necessary pursuant to applicable local law

requirements, the board of any Fitch subsidiary may conduct additional reviews.

2. Policy Framework

All Fitch policies and procedures, together with any amendments, are consistent with (i) Fitch’s Code of Conduct, which

incorporates the global best practices outlined in the IOSCO Code of Conduct Fundamentals for Credit Rating

Agencies, and (ii) with respect to any given jurisdiction in which Fitch conducts credit rating activities, all laws, rules

and regulations applicable to credit rating agencies in such jurisdiction.

During the policy formulation stage, input is gathered from all relevant constituents within Fitch including, where

appropriate, the senior management of the Analytical Rating Groups, the Credit Policy Group (“CPG”), the Legal

Group, the Global Operations Management Group (“GOM”), the Business and Relationship Management Group

(“BRM”) and the Global Compliance Group (“GCG”). Once the proposals are finalised, they are subject to review and

approval in accordance with Fitch’s written procedures. Fitch’s policies pertaining to the Code of Ethics are also

subject to review and approval by the FRI Board and the FRL Board.

3. Core Control Functions – Three Lines of Defense for the Ratings Process

Fitch’s internal control structure is desgined to insure that Fitch employees comply with Fitch’s policies and procedures,

including without limitation Fitch’s Code of Ethics and the Rating Process Manual, and consists of three lines of

defense, ultimately overseen by the Boards:

1. GOM (see below in 5.) and the individual analytical groups within Fitch

2. CPG (see below in 6.) and GCG (see below in 7.)

Each of GOM, CPG and GCG is supported by a global IT structure and systems (see below in 8.).

3. Outsourced third-party audits of Compliance.

Control Functions – Global, Regional and Local Coverage

The overall responsibility to ensure that Fitch’s policies and procedures are followed rests with the senior managers of

the individual groups within Fitch. In this context, “senior managers” means (i) the Global Group Heads covering the

analytical groups and (ii) the Regional Group Heads covering certain geographical areas.


Likewise, Fitch’s core control functions operate at a global, rather than local level, with staff based primarily in Fitch’s

New York, and London offices providing support and oversight to all of the offices within Fitch’s organizational

structure. In addition, GCG is supported by local Compliance Officers in Chicago supporting the Fitch Chicago office, in

São Paulo supporting Fitch’s Brazil operations, in Japan supporting Fitch’s Japan operations, and in Moscow

supporting Fitch Ratings CIS Limited, while CPG has a Regional Credit Officer residing in Hong Kong to support the

Asia/Pacific region.

4. Board Oversight

In addition, the Boards exercise their oversight duty of Fitch’s internal control structure. The primary responsibility of

the Board is oversight of the management of the Company, in accordance with its fiduciary responsibilities and

standards established by law. The Board has delegated responsibility for the day-to-day running of the Company to a

senior management team of good repute and with sufficient skill and experience to ensure the sound and prudent

management of the Company. In particular, as required by the Regulation, the Board will oversee, the following:

1. The establishment, maintenance and enforcement of policies and procedures which ensure the appropriateness,

and independence from all political and economic constraints, of all credit rating activities.

2. The establishment, maintenance and enforcement of policies and procedures to identify, manage and disclose

any conflicts of interest

3. The effectiveness of the Company’s internal control system with respect to compliance with the Regulation and

in particular with the policies and procedures for determining credit ratings.

4. The compensation of the independent members of the Board and the Chief Compliance Officer.

5. First Line of Defense – Global Operations Management

GOM is responsible for designing and implementing procedures and controls in response to regulation, Fitch policy,

and executive management guidance. The group works with members of analytical rating groups, GCG, CPG, Human

Resources, and IT to identify risks and implement procedural and technical solutions in support of Fitch’s control

framework and analysts’ compliance with the firm’s policies and procedures. GOM also produces management reports

to support the analytical teams’ compliance with the various procedures outlined in the RPM.

In addition, GOM is responsible for defining and implementing a globally consistent approach to:

Analytical policy and procedure development

Training related to rating policies and procedures and internal controls over the rating process

Document and records management

Quality Assurance

6. Second Line of Defense – The Credit Policy Group


CPG is independent of the analytical rating groups and includes the Chief Credit Officer, Group Credit Officers,

Regional Credit Officers, a Chief Criteria Officer, a Director for Model Management and a Credit Market Research

team. The Chief Credit Officer, Chief Criteria Officer and Director of Model Management each report to the Chief Risk

Officer for Fitch Group. CPG is responsible for ensuring that rating criteria are appropriate and consistently applied

across analytical groups. CPG therefore serves as a risk assessment function with respect to Fitch’s analytical work.

In fulfilling these responsibilities, CPG:

Aggregates risks across ratings by focusing on risk identification and coordination across sectors and regions.

Conducts reviews for assessing, ratings performance, ratings comparability, and provide quality control.

Uses developing trends in issuance volumes, product innovations, or structural change to appropriately and

constructively raise awareness of potential disconnects from current approaches.

Links rating trends with current fundamentals, macro-economic developments and analytically defined expectations

by industry or sector.

Monitors that analytical groups are addressing new developments with an appropriate sense of urgency and rigor.

Reports on and makes recommendations in certain cases.

Develops and nominates areas of topical research that can be used to frame priorities or identify the next potential

credit market development.

Ensures sensitivity analysis and/or forecasts are utilized in each group where appropriate to help ensure that

ratings are forward looking.

Oversees the analytical criteria review and approval process. Analytical groups are responsible for proposing

suitable criteria that support ratings. The members of CPG that are responsible for criteria and model development

review and approve methodologies and models used in rating analysis.

The Chief Credit Officer and Group and Regional Credit Officers leverage participation in various committees and

discussions to ensure new or developing issues are shared and addressed across rating groups.

Conducts regular transition and default studies to monitor the performance of Fitch’s ratings over time and across

analytical sectors and geographical regions.

Utilizes a database of criteria and models to measure compliance with the requirements to review such criteria and

models.

Provides and reviews management reporting to review compliance with rating policies and procedures.

Reviews complaints pertaining to the analytical process.

Global Training – Fitch Credit Academy

CPG contributed to the development of a training program – Fitch Credit Academy – to provide a formal structure to

develop and assess the knowledge and skills analysts need to be effective in evaluating credit. In the first level of the

program analysts are introduced to fundamental credit concepts; in the second level analysts complete ten specialized

curricula that are designed to develop the relevant knowledge and skills appropriate for each analytical group, sector

and region, as applicable.

7. Second Line of Defense – The Global Compliance Group


Compliance with Fitch’s policies is monitored by the GCG. The group is responsible for assessing compliance with

Fitch’s policies and procedures pertaining to ratings assigned using Fitch’s international rating scales, including Fitch’s

Code of Conduct and related policies concerning conflicts of interest and confidentiality. The group is headed by the

Chief Compliance Officer.

GCG monitors and assesses Fitch’s compliance with its policies and procedures on an on-going basis through the

functions described below, as well as by analysing information obtained via Fitch’s Violations Reporting line. As

necessary, GCG follows up with the appropriate managers to address any issues identified. The Chief Compliance

Officer also has responsibility for ensuring that appropriate reviews are conducted in response to possible breaches of

Fitch’s Code of Ethics and Conduct policies. The core responsibilities of the three teams within GCG are as follows:

Regulatory Compliance: is responsible for maintaining Fitch’s credit rating agency registration in all jurisdictions

where Fitch is registered to issue international scale ratings (each a “Covered Jurisdiction”). This includes annual

reporting and filings, and semiannual, monthly and “as needed” reporting. In addition, this team manages all regulatory

exams (including on-site meetings, gathering of information and delivery of all required documentation, including any

necessary follow-up information) by the regulators in each Covered Jurisdiction, as applicable. The team manages

Fitch’s responses to all regulatory exam findings and recommendations by tracking and monitoring Fitch’s completion

of the recommendations. The team regularly liaises with regulators in each Covered Jurisdiction through in-person

visits or conference calls. The team is also responsible for regulatory disclosures, as required in each Covered

Jurisdiction. Finally, Regulatory Compliance conducts outreach to Fitch’s offices located in Latin America, Asia,

Europe, the Middle East and Africa through either on-site visits or teleconferences. Regulatory Compliance is managed

by a Head of Regulatory Compliance for EMEA/APAC and a Head for the Americas, each reporting to the Chief

Compliance Officer. Regulatory Compliance maintains a database of regulations applicable to international scale

ratings.

Personal Conflicts Monitoring: Personal Conflicts Monitoring (“PCM”) administers Fitch's Bulletin 13 - Global

Securities Trading and Conflicts of Interest Policy (“Bulletin 13”). Bulletin 13 establishes policies intended to minimize

actual and apparent conflicts that may arise from employee personal trade activity; outside interests and external

relationships; and gifts, business events and entertainment. PCM utilizes a third party trade surveillance platform to

monitor Fitch employees’ trade activity, and administer the initial holdings certification and compliance questionnaire for

new hires, as well as an annual compliance recertification of holdings and compliance questions. PCM is also

responsible for administering the exception and recusal process, compliance training content, and reporting to senior

management on its activities.

Compliance Audit and Monitoring: The Compliance Audit and Monitoring Group (“CAG”) conducts compliance

audits throughout Fitch to assess compliance with Fitch’s policies and procedures and the effectiveness of internal

controls implemented with respect to its international credit ratings and related activities. At least annually, CAG

develops a compliance audit plan based on prioritization of the audit universe using a risk-based methodology.

Generally, where appropriate, the audit test sample includes at least one selection from each country issuing


international scale ratings. At the conclusion of each audit, CAG issues and distributes a written report which includes

management responses and corrective actions with regard to each specific finding. CAG then follows up with

management to ensure that corrective actions are properly implemented. CAG conducts special reviews at the request

of the Chief Compliance Officer. Special reviews are limited in scope and conducted opportunistically in response to

certain issues. At the conclusion of each special review, CAG issues and distributes a written report which includes

management responses and corrective actions with regard to each specific finding. As with audit reports, CAG then

follows up with management to ensure that corrective actions are properly implemented. CAG is also responsible for

managing email reviews conducted by Compliance staff. Employees are selected for email review based on certain

criteria (including geographic region, title and analytical group) to detect any potential violations of Fitch’s policies and

procedures. Finally, CAG is responsible for maintaining and monitoring logs that track a wide range of compliance

information. This information is summarized and reported to senior management and the Boards and discussed with

senior compliance staff monthly.

8. Global IT Structure and Systems to enhance Internal Controls

Fitch’s Information Technology group manages the technology infrastructure for Fitch globally. Information Technology:

Manages access control for folders, files and applications in compliance with confidentiality and conflict of

interest policies.

Manages data security (e.g., computer and network security) in compliance with confidentiality policies.

Maintains and monitors infrastructure including desktops, networks and data centers required for ongoing

operations.

Manages and tests business continuity and disaster recovery plans.

Develops and maintains custom applications required to support core ratings activities, such as workflow

systems, analysis and surveillance systems, and publishing and document management systems.


3. Information on Allocation of Staff

The tables below detail the total number of employees for each EU entity, as at the end of the fiscal year ending

December 31, 2014, identifying:

a) The number of analytical staff employed within the ratings groups who work on new credit ratings and credit rating

reviews (including supervisors).

b) The total number of analytical staff employed within the Credit Policy Group and therefore responsible for

methodology or model appraisal.

c) The total number of analytical supervisors within both the ratings groups and the Credit Policy Group.

d) The total number of global group heads – the senior-most managers of each analytical group, including the Global

Analytical Head that these individuals report into.

e) The total number of support staff.

Fitch France S.A.S

Analytical staff employed within rating groups 30

Analytical staff employed within CPG 0

Total Analytical Staff 30

Of which Corporates 14

Of which Structured Finance 9

Of which Sovereign and International Public Finance 7

Of which analytical supervisors (i.e. Senior Director or above) 11

Of which global group heads 0

Total Support Staff 17

Total Staff 47

Fitch Deutschland Gmbh










Total Staff 39


Fitch Italia S.p.A










Total Staff 35

Fitch Polska S.A.










Total Staff 18

Fitch Ratings Espana S.A.U.










Total Staff 29


Fitch Ratings CIS Ltd










Total Staff 55

Fitch Ratings Ltd (Inc. branches)










Total Staff 488

Further information on senior management can be found in section 6 of this report.

Notes to the Tables: 1. Analytical supervisors are defined as those analytical employees holding a title of Senior Director or above.

Quorum requirements for ratings committees require at least one analyst with a title of Senior Director or above to

be present.

2. Fitch does not maintain separate surveillance teams with respect to its corporate or public finance groups in

Europe. Thus, the analytical staff in these areas work on both assigning new ratings and monitoring existing ones.

In addition, while Fitch has historically maintained a separate structured finance surveillance group within Europe,

which is based in London, simple segmentation between surveillance and new transactions analysts would be

misleading as Fitch is increasingly running some groups on a fungible basis. As such, it is not appropriate to

classify our structured finance analysts purely as “new deal” or “surveillance” analysts.


3. New methodologies or models, and amendments to existing methodologies or models that would have a material

impact on a given set of ratings are required under Fitch policy to be reviewed by a Peer Review Committee.

While senior analysts from across the analytical groups participate in this process, only staff drawn from the Credit

Policy Group are permitted to vote on the final outcome.

4. Fitch has five global rating group heads worldwide that report to one global analytical head. Each of these

individuals has global responsibility for one or more rating product areas as follows: 1) corporate finance; 2) global

infrastructure, United States public finance and international public finance; 3) banks, insurance and fund and

asset management; 4) sovereigns; and 5) structured finance and covered bonds.


4. Record Keeping Policy Fitch has in place global file maintenance and record-keeping policies and practices that are designed, collectively, to

ensure that it maintains adequate records in accordance with all applicable laws and regulations including, but not

limited to, the EU Regulation. The two main policies that are applicable to Fitch’s rating-related records – the File

Maintenance and Recordkeeping Policy for Analysts, and the File Maintenance and Recordkeeping Policy for the

Business and Relationship Management Group – are published on Fitch’s public website, and can be found by

selecting the ‘Code of Ethics’ link from any page on the website. A link to these documents is provided below.

http://www.fitchratings.com/web/en/dynamic/about-us/code-of-ethics-and-conduct.jsp

Additional details regarding the exact content of the information that must be included in certain documents referenced

in the File Maintenance and Recordkeeping Policy for Analysts – such as rating committee minutes – are contained in

internal manuals that provide detailed procedural guidance on the rating process. Other non-analytical groups, such as

the Accounts Group, maintain separate internal recordkeeping policies.

Collectively, these policies and procedures require that, among other things, Fitch maintains records for a period of at

least five years that cover:

(a) documents including internal records and working papers used or created in support of determining and assigning

any type of credit rating, assessment, opinion, score or other Fitch credit product;

(b) electronic or written communications received or sent by Fitch and its employees concerning fee negotiations;

(c) records of the solicited and unsolicited status of each credit rating;

(d) records documenting the established procedures and methodologies used by Fitch to determine credit ratings;

(e) records of the procedures and measures implemented by Fitch to comply with any applicable regulation; and

(f) external and internal communications, including emails received and sent by Fitch and its employees that relates

to initiating determining, maintaining, monitoring, changing or withdrawing a credit rating;


5. Outcome of the Annual Internal Review of the Compliance Function

In 2014 McGladrey conducted a review of the Personal Conflicts Monitoring (PCM) function which focused on i) PCM’s

policies and procedures, ii) compliance controls over employee securities trading, and iii) systems validation.

The results found that PCM has made and continue to make significant improvements to internal controls to ensure

effective ongoing monitoring in the area of employee securities holdings. Opportunities for further improvement were

identified related to enhancing the quality assurance review of certain processes and enhancing underlying procedural

documentation.

PCM is in the process of: (i) making certain enhancements to its policy, procedural documentation and related

templates, and (ii) implementing quality assurance reviews in response to the audit recommendations.


6. Management and Rating Analyst Rotation Policy

Management Fitch maintains separate legal entities in the UK, France, Germany, Italy, Spain and Poland largely for fiscal reasons.

In maintaining separate legal entities, Fitch complies with all local corporate law requirements as well as the applicable

corporate governance requirements of the EU Regulation. Thus, each of Fitch Ratings Limited, Fitch Ratings CIS

Limited, Fitch France S.A.S., Fitch Deutschland GmbH, Fitch Italia S.P.A., Fitch Polska S.A. and Fitch Ratings España

S.A.U. is set up in a manner consistent with the applicable local corporate law. The individual board members of each

of our EU companies are identified within the tables provided as part of Section 8 of this report.

Separate from the board members, each of Fitch’s smaller EU credit rating agencies - Fitch Ratings CIS Limited, Fitch

France S.A.S., Fitch Deutschland GmbH, Fitch Italia S.P.A., Fitch Polska S.A. and Fitch Ratings España S.A.U. – has

an office head who has day-to-day responsibility for the smooth functioning of the office. These office heads are

members of the global Business and Relationship Management Group and, as such, have no analytical responsibilities.

They report to the head of EMEA Corporate and Public Finance Business and Relationship Management, who is based

in London.

The organisation of Fitch’s analytical management is not structured around our corporate organisation. Each of the

analytical staff employed within Fitch’s EU subsidiaries reports to a regional group head, in some cases through a

series of line managers. The regional rating group heads report ultimately to a global group head. Currently three of

Fitch’s five global rating group heads are based in London, and two are based in the United States of America. All five

analytical global group heads report to a Global Analytical Head who is based in London. This individual reports to the

President and CEO of Fitch Ratings, Paul Taylor, who is based in London.

Fitch’s core support functions – including the Global Compliance Group and the Credit Policy Group – are structured in

a similar way, with local staff operating regionally and reporting to a regional group head, who in turn reports to a global

head.

Analyst Rotation The analyst Rotation Policy in effect with respect to Fitch’s EU operations was developed to be consistent with the EU

Regulation. It establishes, with respect to any EU credit rating agency with over 50 staff, maximum permissible time

periods for covering a rated entity.

As provided for within the EU Regulation, Fitch maintains an exemption from applying these requirements in full for

Fitch France S.A.S., Fitch Deutschland GmbH, Fitch Polska S.A., Fitch Ratings España S.A.U. and Fitch Italia S.P.A.

for practical reasons such as language considerations.


Extracts from the current version of Fitch’s analyst Rotation Policy that are applicable to Fitch’s EU operations are

reproduced in full below.

Rotation Policy Effective Date: October 10, 2014 Version: 11 Responsibility: Credit Policy Group

A. General Principles

1. Fitch will apply the rotation of analysts in line with regulatory requirements in the relevant local jurisdiction.

[…]

3. This policy applies to all analysts working on International credit ratings and does not apply to Private Ratings,

issuers with only National Ratings and any non-credit rating opinions, such as, for example, Market Implied

Ratings, Asset Manager Ratings and Servicer Ratings.

4. The details of this policy differ for Structured Finance (RMBS, CMBS, ABS, ABCP, Structured Credit and Covered

Bonds) and Corporate and Public Finance. Managers and analysts must refer to the Sections below for further

details.

B. Regions/Countries where analyst rotation applies and General Rotation Rules

1. Rotation will apply as outlined to analysts employed by Fitch companies in the following countries:

Country Primary and Secondary Analyst Rotation Committee Chair Rotation

Other Committee Members

Dubai EU Rules apply EU Rules apply France Regulatory Exemption in place EU Rules apply Germany Regulatory Exemption in place EU Rules apply

Hong Kong

No requirement until office exceeds 50 analytical staff and feasibility review concludes rotation is appropriate.


Italy Regulatory Exemption in place EU Rules apply Japan Primary Analyst only Not applicable

Mexico Mexico Rules apply for National Ratings only

Mexico Rules apply for National Ratings only

Mexico Rules apply for National Ratings only

Poland Regulatory Exemption in place EU Rules apply Russia EU Rules apply EU Rules apply

Singapore



Spain Regulatory Exemption in place EU Rules apply

Sweden Not until analytical staff are employed in this office and then EU rules apply

Not until analytical staff are employed in this office and then EU rules apply


United Kingdom EU Rules apply EU Rules apply

2. EU All Sov Ratings1 All Sov Ratings All Unsolicited

Ratings apart from Unsolicited Sov/IPF Ratings

All Unsolicited Ratings apart from Unsolicited Sov/IPF Ratings

All Solicited Ratings apart from Solicited Sov/IPF Ratings

All Solicited Ratings apart from Solicited Sov/IPF Ratings

Length of Service

Period of no Service

Length of Service


Length of Service


Primary Analyst 4 years 2 years 4 years 2 years 4 years 2 years

Secondary Analyst

5 years 2 years 5 years 2 years No rotation No rotation

Committee Chair

7 years 2 years 7 years 2 years No rotation No rotation

Primary and Secondary Analysts Analyst rotation applies as follows: 1. Primary analysts may remain in this role for a maximum of four years with respect to a Fitch rated entity. They

must then take a minimum of two years away from covering the rated entity.

2. a) Secondary analysts, where subject to rotation as shown in the table in the EU section of this policy, may

remain in this role for a maximum of five years with respect to a rated entity. They must then take a minimum of

two years away from covering the rated entity.

b) If the secondary analyst becomes the primary analyst at any stage, this person can serve four years as the

primary analyst from the date of appointment to the role of primary analyst before taking two years away from

the rated entity. This applies to solicited ratings apart from solicited Sovereign and IPF ratings. For all Sovereign

and IPF ratings whether solicited or unsolicited and all other unsolicited ratings, an analyst who performs a

primary analyst role at any time, can only spend a total of four years as an analyst for that credit. They must

then take a minimum of two years away from covering the rated entity.

3. With respect to points 1 and 2 above, during the two year “off” period, the analyst may not perform credit rating

activities which are defined as attending management meetings and voting at or chairing rating committees.

Observer status at the rating committee is permitted (but there is no right to raise an internal rating appeal). This

applies to all product areas affected except in the following circumstances:

1 Ratings of the EFSF and ESM are also included in the definition of sovereign and state. The legislation defines “sovereign ratings”

as a State, regional or local authority of a State, debt instruments issued by those bodies or a special purpose vehicle for them, an international financial institution established by two or more states which mobilises funding and provides financial assistance to its members who are experiencing or threatened by severe financing problems.


a) Analysts who have the title of Managing Director – Subject to the paragraph below, if such analysts are not

performing a primary or secondary analyst role for a rated entity, they may attend management meetings

without triggering rotation requirements.

Committee Chairs 1. Chairs of rating committees, where subject to rotation as shown in the table in the EU section of this policy, may

remain in this role for a maximum of 7 years. They must then take a minimum of two years away from the rated

entity. During the two years off, they may not serve as the primary or secondary analyst, or as the committee

chair. In addition, they may not attend management meetings or vote at rating committees. This applies to all

product areas. This policy will apply in all Fitch entities incorporated in the EU and registered under the

regulation.

C. Application in the EU – Corporate and International Public Finance2 1. Analysts will rotate around rated entities.

2. From 2010, 50% of all primary analysts will be rotated after three years with respect to a rated entity and 50%

after 4 years. This staggered rotation will continue beyond 2014 – 50% of primary analysts will rotate again by

2017 and 2018 respectively and so on3.

3. In the situation where 50% of primary analysts rotate by 2013 there are occasions when a completely new

analytical team is introduced in a given year. In these circumstances the prospective new primary analyst may

attend the management meeting for training in the year before assuming the primary analyst role. Likewise that

person may attend but not vote at the rating committee in the year before assuming the primary analyst role, for

training purposes.

4. Fitch has not adopted a formal rule for the rotation of secondary analysts, where it applies as noted in the table

above, except for the requirement that an analyst can serve for only five years as a secondary analyst or four

years if the secondary analyst serves as a primary analyst at all during this period.

5. This policy shall be applied at the level of the issuer or rated entity, rather than at the level of a security. As such,

Corporate and International Public Finance groups are not required to apply this policy separately to multiple

securities that are issued by one issuer.

6. In cases where an issuer or rated entity has both National and International ratings, this policy shall be applied.

2 In the EMEA Corporate product area Primary Analysts are titled “Supervising Analysts” and Secondary Analysts are called

“Principal Analysts”. Both have similar duties to Primary Analysts as described in this bulletin. Therefore both of these roles are limited to a maximum of four years in time subject to the phased rotation rules outlined in this bulletin. Neither of these roles is permitted to be five years in length.

3 A target of 45%-55% is considered to be compliance wherever 50% is mentioned in this policy.


D. Application in the EU – Structured Finance

1. The rotation period will commence when the primary analyst’s and secondary analyst’s names (where

applicable as noted in the table above) are entered in Structured Finance Work Centre (SFWC). The earliest

date for the application of this policy is August 2010.

2. The party around which rotation must be applied will vary, depending on the nature of the transaction, as set forth

below:

a. Sole originator transactions

1. Primary and secondary analysts (where applicable as noted in the table above) must rotate around the

originator of securitised assets where there is a sole originator in a transaction.

2. Primary analysts may remain in place for up to four years from 2010 after which they must have a minimum two

years away from this originator.

3. There is not a formal rule for the introduction of rotation of secondary analysts (where applicable) other than the

requirement that an analyst can serve for only five years as a secondary analyst or four years if the secondary

analyst becomes the primary analyst at any point during this period.

4. A further test also applies; if this test is met, rotation must occur earlier: If the same originator and arranger (an

arranger is defined as the financial institution which has arranged the transaction) act together on three different

transactions in a twelve month period, then the primary and secondary analysts (where applicable) must be

rotated away from the originator immediately. (The same definition is used for a “sponsor” of a Special Purpose

Vehicle (SPV). The term arranger and sponsor are frequently used in Structured Finance and are used

interchangeably in this policy.)

5. Surveillance analysts commence work on transactions from the date a transaction closes and may perform this

role for up to four years. They shall rotate around the originator, unless there is no clear single originator in

which case they shall rotate around the arranger or sponsor of the SPV whose securities have been rated or the

entity which has made a shelf filing for that transaction. (A shelf filing is defined as an arrangement where the

ability to issue securities is set up in advance of issuance so that securities can be issued when market

conditions allow.)

6. Surveillance analysts who are analysing transactions as at the effective date of this policy may remain in place for

up to four years from this date, after which they must have a minimum of two years away from the originator,

sponsor or entity which has made a shelf filing, as the case may be.

b. Multi originator transactions

1. Primary, secondary (where applicable) and surveillance analysts shall rotate around the arranger of the

transaction or sponsor of the SPV.

2. They must do so on the same dates/time periods identified for sole originator transactions without the further

rotation tests applied.


c. Captive transactions including multi-issuance vehicles

1. If the originator of the assets also arranges/structures the transaction the primary, secondary (where applicable)

and surveillance analysts must rotate around the originator.

2. The rotation dates/time periods shall be the same as for sole originator transactions without the further rotation

test applied.

E. Committee Chairs in the EU in All Analytical Groups

1. The rotation period commences on the date of the first rating committee after the effective date of this policy,

August 2010. This applies to both Corporate and Structured Finance.

2. 50% of committee chairs must step away from the chair role after six years and the remaining 50% of chairs

must step away after seven years.

3. Chairs must have two years away from the entity as described in the respective Corporate and Structured

Finance analyst sections in this policy after completing their period as chair.

4. Chairs will be determined by a formal selection process, consistent with the instruction provided in Section IX of

the Rating Process Manual (RPM) for the relevant analytical group.

5. In Structured Finance:

a. If a preliminary committee occurs for a transaction, the rotation period commences on the date of this

preliminary committee.

b. For sole originator transactions the same test as stated in section D 2 a 1 will apply.

c. This means that chairs must rotate around the originator of securitised assets where there is a sole

originator in a transaction. The test identified in section D 2 a 4 will not apply.

For multi originator transactions the same tests will apply as for primary and secondary analysts (where applicable).

This means that the chair shall rotate around the arranger/sponsor of the SPV.

F. Independent Committee Members Globally

In addition to the analyst rotation requirements contained within this policy, all rating committees must comply with all

relevant instructions contained within the Rating Process Manual for the product areas. This includes instructions with

respect to the participation of independent committee members at rating committees.


7. Information on Revenue

Description of Business Activities Fitch’s European business activities are based on the provision of independent analysis and rating opinions regarding

a variety of risks in the financial markets. Such rating activities include the development and provision of analytical

opinions using a number of rating scales, ratings-related data and peer analysis tools, rating models, surveillance

products, research products and other analytical services. These scales, products and services all reflect Fitch’s

independent risk analysis.

Fitch’s rating opinions do not comment on the suitability of any particular type of investment or the appropriate level of

risk for any user of these rating opinions. In preparing its rating opinions, Fitch is indifferent to the rating or assessment

levels achieved and neither suggests nor cautions against individual ‘target’ levels of rating or assessment.

Consequently, Fitch does not provide advisory or consulting services to any entity.

None of Fitch Ratings Limited, Fitch Ratings CIS Limited, Fitch France S.A.S., Fitch Deutschland GmbH, Fitch Italia

S.P.A., Fitch Polska S.A. or Fitch Ratings España S.A. provides any ancillary services as defined by the EU Regulation.

Thus, all revenue received by Fitch within the EU is derived from rating activities.

Revenue

The table below provides, for each of Fitch’s EU registered companies, the revenue derived from rating activities during

the 12 month fiscal period ended 31 December 2014.

Total Revenue Total

Corporate Finance Sovereign/IPF Structured Finance

Fitch Ratings Ltd* (GBP, 000) 99,723 58,245 16,721 24,757

Fitch Ratings CIS Ltd (GBP, 000) 9,569 8,648 918 2

Fitch France S.A. (EUR, 000) 27,352 17,082 4,580 5,689

Fitch Deutschland GmbH (EUR, 000) 15,225 8,757 641 5,828

Fitch Italia SpA (EUR, 000) 15,445 8,428 2,542 4,475

Fitch Ratings España SA (EUR, 000) 15,035 7,923 3,425 3,687

Fitch Polska S.A. (PLN, 000) 17,718 13,988 3,661 69

Revenue Per Statutory Accounts Revenue derived in the EU Total Revenue

Fitch Ratings Ltd* (GBP, 000) 94,364 99,723

Fitch Ratings CIS Ltd (GBP, 000) - 9,569

Fitch France S.A. (EUR, 000) 27,315 27,352

Fitch Deutschland GmbH (EUR, 000) 15,225 15,225

Fitch Italia SpA (EUR, 000) 15,445 15,445

Fitch Ratings España SA (EUR, 000) 15,035 15,035

Fitch Polska S.A. (PLN, 000) 17,718 17,718

*Includes Fitch Ratings Ltd.’s branches


8. Governance Statement Corporate Governance Code Each of Fitch Ratings Limited, Fitch Ratings CIS Limited, Fitch France S.A.S., Fitch Deutschland GmbH, Fitch Italia

S.P.A., Fitch Polska S.A. and Fitch Ratings España S.A.U. is set up in a manner consistent with the applicable local

corporate law. The individual board members of each of our EU companies are identified in the tables that follow as

part of Section 8 of this report.

Fitch Ratings Limited, Fitch Ratings CIS Limited, Fitch France S.A.S., Fitch Deutschland GmbH, Fitch Italia S.P.A.,

Fitch Polska S.A. and Fitch Ratings España S.A.U., operate in accordance with their by-laws and all applicable laws

and regulations, including the EU Regulation.

Fitch is not aware of any external corporate governance code that applies to its EU companies. However, in 2011

Fitch Ratings Limited, the senior-most Fitch credit rating agency within the EU, adopted the Fitch Ratings Limited

Governance Charter, along with supplemental procedures for implementing the responsibilities of the board of directors

under the EU Regulation as set forth in the Governance Charter, and a schedule for the implementation of such

procedures.

The Governance Charter was adopted at the level of Fitch Ratings Limited because, as provided for within the EU

Regulation, at the time of its application for registration under the Regulation, Fitch applied for an exemption from the

requirement to appoint independent directors to each of Fitch Ratings CIS Limited, Fitch France S.A.S., Fitch

Deutschland GmbH, Fitch Italia S.P.A., Fitch Polska S.A. and Fitch Ratings España S.A.U.. This request was based

on the small size of these companies, the intra-regional nature of the analytical teams in these companies, and the fact

that as Fitch adopts and applies global policies, procedures and methodologies, it wished to ensure that the

implementation of these policies, procedures and methodologies would be assessed in the same manner across each

of its EU companies in order to ensure a fully consistent application. Fitch was granted this exemption with respect to

each of the companies listed.

During the course of 2013, Fitch Ratings CIS Limited increased its headcount which meant it was no longer eligible to

maintain the above exemption. In October 2013 the independent directors of the Fitch Ratings Limited board were also

formally appointed to the board of Fitch Ratings CIS Limited.

The independent directors on the Fitch Ratings Limited board undertake their oversight responsibilities with respect to

Fitch’s entire EU operations. To ensure that any entity-specific issues are adequately considered, joint board

discussions in which the board members of each of Fitch’s EU companies (including Fitch Ratings Limited) participate,

are held ahead of each Fitch Ratings Limited board meeting. These discussions cover the topics scheduled for

discussion within the Fitch Ratings Limited board procedures.


Relevant extracts from the Fitch Ratings Limited Governance Charter are reproduced in full overleaf. The sections of

the Charter that have not been reproduced address specific details necessary to address the mission statement.


Excerpts from the Fitch Ratings Ltd. Board of Directors Governance Charter (as approved on 29 April 2014)

I. Introduction

This Governance Charter has been adopted by the Board of Directors (the “Board”) of Fitch Ratings Ltd. (the

“Company” or “FRL”) to assist the Board in the exercise of its responsibilities under applicable law, including

Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating

agencies (the “Regulation”). The provisions of this Governance Charter reflect the Board’s commitment to the

highest standards of corporate governance and regulatory compliance for global credit rating agencies.

II. Mission Statement

A. The primary responsibility of the Board is oversight of the management of the Company, in accordance with its

fiduciary responsibilities and standards established by law. The Board has delegated responsibility for the day-to-

day running of the Company to a senior management team of good repute and with sufficient skill and experience

to ensure the sound and prudent management of the Company. In particular, as required by the Regulation, the

Board will oversee, the following:

1. The establishment, maintenance and enforcement of policies and procedures which ensure the appropriateness,

and independence from all political and economic constraints, of all credit rating activities.

2. The establishment, maintenance and enforcement of policies and procedures to identify, manage and disclose

any conflicts of interest.

3. The effectiveness of the Company’s internal control system with respect to compliance with the Regulation and in

particular with the policies and procedures for determining credit ratings.

4. The compensation of the independent members of the Board and the Chief Compliance Officer.

B. The Role of the Independent Directors In addition to the Independent Directors’ general duties to the Company, the Independent Directors shall monitor the following: III. The development of the credit rating policy and of the methodologies used by the Company in its credit rating

activities. IV. The effectiveness of the internal quality control system of the Company in relation to credit rating activities. V. The effectiveness of measures and procedures instituted to ensure that any conflicts of interest are identified,

eliminated or managed and disclosed.

VI. The compliance and governance processes, including the efficiency of the review function referred to in paragraph

III below.


[..]

VII. Board Composition

At least one-third of the members of the Board, but not fewer than two members of the Board, shall be “independent”

within the meaning of point 13 in Section III of Commission Recommendation 2005/162/EC of 15 February 2005 and

shall not be involved in credit rating activities (all such members, the “Independent Directors”). The Board shall

determine whether any potential Independent Director is requisitely independent and shall consider the specific

circumstances of each candidate, including whether the individual is free of any business, family or other relationship,

with the Company, its controlling shareholder or the management of either, that creates a conflict of interest such as to

impair his judgment.

Each Independent Director shall immediately disclose to the Board any circumstances which may in any way

compromise his independence and the Board shall determine whether such Independent Director can continue to be

an Independent Director. If the Independent Director is determined to not be requisitely independent, he or she shall

immediately resign from the Board.

Each Independent Director shall be appointed for a term not to exceed five years and cannot be re-appointed as an

Independent Director at any time after the expiry of such term. Upon becoming an Independent Director, such

Independent Director shall sign a resignation letter resigning from the Board and any committee thereof as of the last

day of such term.

The dismissal of an Independent Director aside from in the circumstances stated above shall take place only in the

cases of misconduct or professional underperformance.

The majority of the members of the Board, including the Independent Directors, shall have sufficient expertise in

financial services. If and for so long as the Company issues credit ratings of structured finance instruments, at least

one Independent Director and one other member of the Board shall have in-depth knowledge and experience at a

senior level of the markets in structured finance instruments.


Internal Controls and Risk Management Pertaining to Financial Reporting

The Chief Financial Officer of Fitch Ratings Limited and Head of the European and Asian Accounting Group is

responsible on a day-to-day basis for ensuring that the production of all relevant financial reports and accounts is in

accordance with all statutory requirements and that controls are in place to ensure operational risks – such as error

and fraud – are addressed appropriately.

The adequacy of the controls within the Accounts Group are reviewed on an on-going basis by the senior accounts

staff and are also considered by Fitch’s external auditors during the annual external audit process. The adequacy of

internal controls within the Accounts Group is also formally considered by the board during any statutory approval of

the accounts and on an ongoing basis through an internal audit function, carried out by an external global firm of

Chartered Accountants (BDO) which reports directly to the Fitch Group Audit Committee.

Information Pertaining to Voting Rights, Shareholders Meetings, Powers and Rights and the Composition on

the administrative, Management and Supervisory Bodies

Please refer to the appendix tables that follow for this information with respect to each of Fitch Ratings Limited, Fitch

Ratings CIS Limited, Fitch France S.A.S., Fitch Deutschland GmbH, Fitch Italia S.P.A., Fitch Polska S.A. and Fitch

Ratings España S.A.U.

European Transparency Report March 2015 Page 1

Appendix Tables to Governance Statement

Fitch France SAS (the “Company”)

Note: A reference in the fourth column of this table to an “Article” is to an Article of Association of the Company, as updated after the decision of the sole shareholder dated 24 March 2014.

NO. DIRECTIVE & ARTICLE NO. ARTICLE WORDING PROVISION FROM CONSTITUTIONAL DOCUMENTS

The following information shall be included in the Transparency Report:

1. Fourth Council Directive 78/660/EEC of 25 July 1978 (“78/660/EEC”), Article 46(a)(1)(d)

The information required by Article 10(1), points (c), (d), (f), (h) and (i) of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids (“2004/25/EC”), where the company is subject to that Directive.

See sections 2 to 6 below.

2. 2004/25/EC, Article 10(1)(c) Significant direct and indirect shareholdings (including indirect shareholdings through pyramid structures and cross-shareholdings) within the meaning of Article 85 of Directive 2001/34/EC (“2001/34/EC”).

Not applicable. The Company does not fall within the scope of Article 85 of Directive 2001/34/EC as it does not have shares which are officially listed on a stock exchange or exchanges situated or operating within one or more Member States.

3. 2004/25/EC, Article 10(1)(d) The holders of any securities with special control rights and a description of those rights.

None.

4. 2004/25/EC, Article 10(1)(f) Any restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with the company’s cooperation, the financial rights attaching to securities are separated from the holding of securities.

Article 10(3) Where the shares are encumbered by beneficial ownership (usufruit), the legal owner shall be entitled to the voting right for all collective decisions, unless otherwise agreed between the legal owner and the beneficial owner and notified by registered letter with acknowledgment of receipt sent to the Company.

5. 2004/25/EC, Article 10(1)(h) The rules governing the appointment and replacement of board members and the amendment of the articles of association.

Appointment/Replacement of Board Members Article 16 Appointment. The Board of Directors is comprised of three (3) members, including the Company’s Chairman who is a legal member. The members of the Board of Directors are chosen by the shareholders from individuals or legal entities, who may be shareholders or non-shareholders, and who fully meet the conditions of good character, qualifications and professional experience.



The majority of the members of the Board of Directors must be suitably qualified in the field of financial services, and at least one member of the Board of Directors must have extensive knowledge and experience of structured financial products at the highest level. Term of office. The Members of the Board of Directors are appointed pursuant to a collective decision of the shareholders for a term of office of five (5) years with effect from the date of the shareholders’ collective decision relating thereto. Their offices shall come to an end, except in the event of dismissal, death, incapacity or early resignation, on the date of the shareholders’ collective annual decision voting on the financial statements for the previous year. In the event of resignation, death, incapacity or dismissal during the course of the financial year of one or both directors, the Chairman must either convene, within one month of such an event, a special general meeting to arrange their replacement or he must arrange for them to be replaced temporarily until the date of the next annual general meeting of shareholders voting on the financial statements for the previous year, at the end of which one or two new directors shall be appointed pursuant to a collective decision of the shareholders. The members of the Board of Directors who are individuals may have an employment contract with the Company, provided that it does not prevent them performing their role properly. The members of the Board of Directors that are legal entities shall be represented by their legal representatives or any duly authorised individual. The members of the Board of Directors shall be expressly mentioned in the Company’s registration document “K bis”. Dismissal. The members of the Board of Directors, whether individuals or legal entities, may be dismissed at any time at will. The decision relating to dismissal shall be taken pursuant to a collective decision of the shareholders. Dismissal shall not give any right to compensation. Amendment of Articles of Association Article 20(1)(c) provides that amendments to the Articles of Association “must be carried out pursuant to a collective decision by the shareholders”.

6. 2004/25/EC, Article 10(1)(i) The powers of board members, and in particular the power to issue or buy back shares.

Article 16 Role. The Company’s collegial management body is the Board of Directors, whose specific role is to ensure:



a) that the company is managed properly and prudently; b) that the credit rating activities are independent, in particular, of all political and economic influences or restrictions; c) that conflicts of interest are adequately identified, managed and disclosed; d) and that the Company complies with the requirements of the Regulation of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. For the proper performance of this role, the Board of Directors has extensive powers of investigation, which it may rely on and exercise in all circumstances vis-à-vis the Chairman. The Board of Directors may consequently put written questions to the Chairman, who must provide a written reply within one month. A report by the Board of Directors setting forth its recommendations relating to the Board of Directors’ role as defined hereinabove may be attached to the Chairman's Report which is presented to the Shareholders’ Meeting. Article 17 Powers. The Chairman shall represent the Company in its relations with third parties for which he shall enjoy the broadest powers to act in all circumstances on behalf of the Company within the scope of the corporate object. The Company shall be bound by the Chairman's actions that do not fall within the Company's object, unless it can prove that the third party was aware that the action exceeded such objects or that such third party could not have been unaware of this given the circumstances. The publication of these Articles of Association alone does not suffice to constitute such proof. The Chairman shall manage and administer the Company with the assistance of the Board of Directors within the limit of the powers accorded to him by the Articles of Association. The Chairman shall draw up the accounting documents required by law and, in particular, the company financial statements and a report on the company’s management for the previous financial year. The Chairman shall convene the shareholders’ meeting and draw up the agenda therefor. The Chairman may grant any delegation of powers, provided that this is for a given purpose or transaction.



Powers to Issue or Buy Back Shares Article 20 1. The actions and transactions set forth herein below must be carried out pursuant to a collective decision by the shareholders. a) capital increases, redemptions or reductions; b) merger, spin-off, dissolution, extension; c) amendment of these Articles of Association; d) approval of new shareholders; e) approval of the annual financial statements and appropriation of income; f) appointment of the Chairman, setting the Chairman’s remuneration and dismissal of the Chairman; g) appointment and dismissal of the statutory auditors. 2. All other decisions shall come under the remit of the Company Chairman and the Board of Directors within the limit of the powers granted to them respectively by Articles 16 and 17 of these Articles of Association. 3. Collective decisions by the shareholders shall be taken during General Meetings or set forth in a notarised document or a private document, according to the Chairman’s preference.

7. 78/660/EEC, Article 46(a)(1)(e) Unless the information is already fully provided for in national laws or regulations, the operation of the shareholder meeting and its key powers, and a description of shareholders’ rights and how they can be exercised.

See response to point 6 above for the general rights/powers of the shareholders. In addition, they have the power to change the registered office to another location in France (Article 4). The procedures of the general meeting of shareholders are as follows: Article 21 1. General Meetings shall be called by the Company’s Chairman or by unanimous decision of shareholders representing 100% of the capital. They shall meet at the place specified in the meeting notice, which may be the registered office or any other place in France or abroad. However, the physical presence of the shareholders is not compulsory and they may participate using any appropriate



means of communication such as video conferencing or other means of telecommunication. The meeting notice shall be communicated by any means at least five days before the meeting. However, by exemption from this notice period, the shareholders’ meeting may deliberate validly all the shareholders, representing 100% of the capital, have met spontaneously or if said shareholders decide unanimously to hold a meeting immediately. 2. General Meetings shall be chaired by the Company Chairman. Failing which, General Meetings shall appoint a chairman. 3. An attendance sheet shall be drawn up for each General Meeting. Meeting minutes shall be drawn up, which shall be signed by the Chairman and a shareholder. 4. Each shareholder has the right to participate in decisions personally or by proxy. 5. Collective decisions by shareholders shall only be validly taken if the shareholders present or represented hold at least half of the shares with voting rights. They shall be taken based on the majority of votes present and represented. 6. Meeting minutes shall be kept in an indexed register signed by a judge sitting on the Commercial Court, a judge sitting on the District Court (Tribunal d’instance) or the Mayor of the local council. Article 22 1. The shareholders may always, by mutual consent and at any time, unanimously take collective decisions that appear to be necessary to them, pursuant to a notarised document or a private document, without being obliged to observe the rules laid down regarding holding General Meetings. 2. Decisions thus taken accordingly must be recorded on the date thereof in the register of decisions. The information stated in the register must specify the form, type, purpose and signatories of the document. The document, even if it is a private document, or an officially recorded copy of a notarised document, shall be kept by the Company so that it can be consulted at the same time as the register of decisions.

8. 78/660/EEC, Article 46(a)(1)(f) The composition and operation of the administrative, management and supervisory bodies and their committees.

The directors of the Company are Trevor Pitman, David Samuel and David Wharrier. It has no committees. The Company will comply with its obligations under all applicable law including, without limitation, Regulation (EC) No 1060/2009 of the European Parliament and



of the Council of 16 September 2009 on credit rating agencies. Article 18 In accordance with the preferences of the Chairman, the decisions of the Board of Directors shall be taken at meetings, by post or by any other means of communication or telecommunication, such as video conferencing, or shall be expressed in a notarised document or a private document. Convening meetings. The Chairman shall convene the Board of Directors at least once every year and each time a meeting is justified by the Company’s interests and shall draw up the agenda therefor. Meetings shall be convened by any means, at least eight (8) calendar days before the meeting, except in an emergency or if all of the members of the Board of Directors waive this waiting period. Meeting. Meetings of the Board of Directors shall be chaired by the Chairman. In the absence of the Chairman, the Board of Directors shall appoint the person called to chair the meeting. The meetings shall be held at any location stated in the meeting notice. However, the physical presence of the members of the Board of Directors is not compulsory and they may participate using any appropriate means of communication such as video conferencing or other means of telecommunication. In such cases, the meeting shall be deemed to have been held in the Chairman’s presence. Article 19 The Board of Directors may only conduct business validly if more than half of its members are present and if at least two (2) members actually take part in the meeting. The Board of Directors’ decisions shall be taken by a simple majority of the members in office. The Chairman shall have a casting vote. The Board of Directors’ decisions shall be recorded in minutes signed by the members in attendance. The minutes shall be kept in a special numbered register initialled by the Chairman and kept at the registered office.


Fitch Deutschland GmbH (the “Company”) Note: A reference in the fourth column of this table to an “Article” is to an Article of Association of the Company, as most recently amended on 13 August 2010.









None.


None.


Appointment/Replacement of Board Members The Company has a Management Board and a Supervisory Board. Management Board In accordance with German law, the Management Board is appointed and removed by the shareholders. Article 7 The Company shall have one or more managing directors. If only one managing director is appointed, he represents the Company individually. If more than one managing director is appointed, each managing director represents the Company



either jointly with another managing director or together with a general proxy holder (Prokurist). The shareholder meeting may grant and authorize one or more managing directors to individually represent the Company and/or release them from the restrictions of § 181 German Civil Code (BGB). Supervisory Board The Supervisory Board is appointed and removed by the shareholders. Article 8 1. The Company shall have a supervisory board. The supervisory board has a minimum of two members. The shareholders’ meeting may determine a greater number of members of the supervisory board. Amendment of Articles of Association By law, amendments to the Articles of Association are made by the shareholders.


Management Board The Management Board runs the day-to-day business of the Company. Supervisory Board Article 8 . . . 2. The supervisory board shall ensure that the Company’s credit rating activities are independent, including from all political and economic influences or constraints, that conflicts of interest are properly identified, managed and disclosed and that the Company complies with the remaining requirements of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. . . . Power to Issue or Buy Back Shares Shares will be issued by a resolution of the shareholder (capital increase) which will



be implemented by the management (i.e., management will seek payment of the capital contribution in respect of the newly issued shares and then file for registration of the capital increase with the commercial register). A buyback of shares in its literal sense will be within the authority of the managing director, but a buyback is only permitted in certain cases under applicable law. The Supervisory Board does not have the power to issue or buy back shares.


Operation of Shareholder Meeting Article 6 The shareholder meeting shall take place at the statutory seat of the Company. However, the shareholders may determine any other place within Germany or abroad. Even without convening a shareholder meeting resolutions can be passed in writing, per telefax, email or telegram if legally possible and if all shareholders agree to the procedure. Every shareholder can be represented in the shareholder meeting by a third party by virtue of a power of attorney in written form. Shareholders’ Rights/Powers The powers of shareholders are set forth in German corporate law. Specifically, they have the power to determine the pursuit of the business of the Company, even (by way of shareholders’ instruction) in respect of the day-to-day business. There are certain exceptional cases where such shareholders’ instruction would be void, i.e. where a managing director is under his/her own personal legal obligations (such as filing for insolvency if there is ground to do so, making certain tax payments, etc.) or where the power to make business decisions in respect of the Company is removed from the managing directors in all and every aspect.


The Company will comply with its obligations under all applicable law including, without limitation, Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. Management Board The members of the Management Board are Jens Schmidt-Bürgel and Alain Mera. Supervisory Board The members of the Supervisory Board are Trevor Pitman, David Samuel and David Wharrier. It has no committees. Article 8



. . . 3. The supervisory board shall designate a chairperson and a deputy chairperson. 4. The meetings of the supervisory board shall be convened by the chairperson in writing, by telefax or email with a period of notice of at least two weeks, stating the venue and the time of the meeting and the agenda. In calculating the period of notice, the day on which the convocation notice is sent out and the day of the meeting itself shall not be included. In matters of urgency, the chairperson may shorten the period of notice to three days, and may also convene the meeting orally or by telephone. The members of the supervisory board may unanimously waive the foregoing formalities. 5. Resolutions are normally passed in meetings. Resolutions outside meetings are permissible in writing, by telefax or email, unless a member of the supervisory board objects to this procedure. 6. The supervisory board has a quorum of the greater of (a) at least half of the members that should comprise the entire supervisory board or (b) two members of the supervisory board who should participate in the passing of a resolution. 7. Resolutions of the supervisory board shall be passed by a simple majority of the votes cast, unless statute or these articles of association provide otherwise. 8. Minutes of the supervisory board’s meetings and resolutions in English or German shall be prepared, signed by the chairperson of the meeting and copies sent to all members of the supervisory board.


Fitch Italia – Societa Italianà per il Rating S.P.A. (the “Company”)

Note: A reference in the fourth column of this table to an “Article” is to an Article of Association of the Company, as of 25 February 2013

NO. DIRECTIVE & ARTICLE NO. ARTICLE WORDING PROVISION FROM CONSTITUTIONAL DOCUMENTS AND/OR RESOLUTIONS (IF APPROPRIATE)



The information required by Article 10(1), points (c), (d), (f), (h) and (i) of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids (“2004/25/EC”), where the Company is subject to that Directive.





None.

4. 2004/25/EC, Article 10(1)(f) Any restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with the Company’s cooperation, the financial rights attaching to securities are separated from the holding of securities.

None.

5. 2004/25/EC, Article 10(1)(h) The rules governing the appointment and replacement of board members and the amendment of the articles of

Appointment/Replacement of Directors



association. Article 10.1 The Company shall be managed by a Board of Directors which shall stay in office for a renewable term of three fiscal years, consisting of a maximum of 7 (seven) members, who need not be shareholders, nominated by the Shareholders’ meeting. When the Board of Directors is made up of two Members, if there is disagreement on the discharge of the Managing Director, the entire Board shall be considered invalidated and the shareholders’ meeting should be called without delay to proceed to the nomination of the new board of directors. Amendment of the Articles of Association Article 7.2 The ordinary shareholders’ meeting debates matters it is reserved by the law and the present charter. The Extraordinary Shareholders’ Meeting is responsible for: (a) modifications to the charter, except that which is provided for in the present charter with reference to the competence of the board of directors; [There is no such provision with respect to the Board of Directors.] (b) the nomination, substitution and determination of the powers of the liquidators; (c) other matters it is assigned by the law and the present charter.


Powers of Directors The Board of Directors has no power to issue or buy back shares. Article 14.1 The Board of Directors shall be conferred the most extensive powers for the ordinary and extraordinary management of the company provided that they are not strictly reserved, according to the law or this Charter, to the Shareholders’ meeting. The Board may delegate, within the limits of the law, some of its powers to the Chairperson and/or the Vice Chairpersons and/or Managing Director and/or General Manager, if nominated, and determine the extent of said delegation.



Article 14.2 The delegated bodies, when nominated, ensure that the organizational, administrative and accounting structures are adequate for the nature and size of the company and report to the Board of Directors and the Board of Statutory Auditors, at least every six months, regarding the general trend in management and its foreseeable developments, as well as all major operations, in terms of size or characteristics, carried out by the company or its subsidiaries.


Article 7.1 The Ordinary Shareholders’ Meeting is to be convened at least once a year, within 120 (one hundred and twenty) days from the closure of the financial year or within 180 (one hundred and eighty) days if the Company has to draw up the consolidated balance sheet and if required by particular circumstances regarding the corporate structure and purpose. In such cases, the directors shall state the reasons for the delay in the management report provided for in article 2429 of the Civil Code. Article 7.2 The ordinary shareholders’ meeting debates matters it is reserved by the law and the present charter. The Extraordinary Shareholders’ Meeting is responsible for: (a) modifications to the charter, except that which is provided for in the present charter with reference to the competence of the board of directors; (b) the nomination, substitution and determination of the powers of the liquidators; (c) other matters it is assigned by the law and the present charter.

1

Article 8.1 The Shareholders’ Meeting – in ordinary and/or extraordinary session - shall be

1 Article 2.1: “The corporation’s registered office shall be in Milan.

On the basis of resolutions of the Extraordinary Shareholders’ Meeting, branch offices may be established or closed, in Italy and overseas. The Board of Directors shall have the power to open and close administrative offices, local units and business establishments.

As far as the shareholders’ relations with the Company are concerned, the shareholders’ domicile shall, for all legal purposes, be deemed those recorded in the register of members.”

Article 3.1: “The Company has an unlimited duration and the shareholders can withdraw at any time, by giving one day’s written notice.”



convened by the Board of Directors and held at the registered office or a different location, provided that it is held in Italy, in a Member State of the European Union or in the USA. The Shareholders’ meeting – in ordinary and/or extraordinary session - may also be held via “teleconferencing” or videoconferencing and the minutes draw up in the place where the Chairperson and the Secretary are attending the meeting. Article 8.2 The meeting is called, at the discretion of the competent body: - by sending due notice to the shareholders by means enabling confirmation of receipt at least eight days before the meeting; or - by publishing the notice, fifteen days before the meeting, in the Official Journal of the Republic of Italy. The notice of calling may indicate the date of second and further calling that shall however take place at least 24 hours after the date of first calling. Article 8.3 The notice mentioned under article 8.2 above is not required and the meeting is considered duly constituted when all the shareholders are present or represented and the majority of the members of the board of directors and of the board of statutory auditors are present. Article 8.4 The shareholders who are registered with the Company’s shareholders’ ledgers are entitled to participate in the meeting. Shareholders who are not yet registered in the shareholders’ book can prove their right to attend the meeting by displaying their own share certificates or depositing them in accordance with the second clause of Art. 2370 of the Italian Civil Code. Article 8.5 Any shareholder may also be represented by a person, other than a shareholder, on the basis of a written proxy, in compliance with the provision in Article 2372 of the Italian Civil Code. Article 9.1 The Chairperson of the Board of Directors or, in their absence, the person appointed



by the participants, chairs the Meeting which nominates the Secretary.


The directors of the Company are Trevor Pitman, David Samuel and David Wharrier. It has no committees. The Company will comply with its obligations under all applicable law including, without limitation, Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. See sections 5 and 6 above for additional information regarding the composition and operation of the board of directors. Article 10.2 The Board elects the Chairperson from among its members, unless the Shareholders’ meeting has already done so and, when necessary, appoints one or two Vice Chairpersons to stand in for the Chairperson in case of his/her absence or unavailability. The Board of Directors may also nominate a Managing Director and/or a General Manager, establish their duties, powers and remuneration for matters not already established by the law and/or by this Charter. If a General Manager is nominated, he/she shall attend the meetings of the Board of Directors. Article 10.3 The Board of Directors may nominate an Executive Committee and establish its composition, duties and powers. The Chairperson and Vice Chairperson(s) are, by right, members of the Executive Committee. If a Managing Director is nominated, he/she too is, by right, a member. Article 10.4 The Chairperson, or acting Chairperson, shall hold the meetings of the Board of Directors at the registered office or a different location, provided that it is held in Italy, in a member State of the European Union or in the USA, indicating the time and place and the agenda, whenever deemed opportune in the interests of the company or when requested by at least one of the Board Members in office or by the Board of Statutory Auditors. Normally, the meeting shall be called by notice sent at least 3 days before the date of the meeting or at least 24 hours before as a matter of urgency via fax, e-mail or



whichever other means suitable to give evidence of the actual receipt. The Executive Committee is convened by the Chairperson or the most senior Vice Chairperson at the registered office or a different location, provided that it is held in Italy, in a member State of the European Union or in the USA, whenever deemed opportune and with at least 3 days’ notice, except in urgent cases, when it may be called via fax, e-mail or whichever other means suitable to give evidence of the actual receipt with at least 24 hours’ notice. The notice mentioned under article 10.4 above is not required and the board of directors’ meetings are valid upon the presence of the majority of the members of both the board of directors and the board of statutory auditors on condition that all those entitled to attend the meeting have been however informed. With reference to the Executive Committee, the notice mentioned under article 10.4 above is not required and the meetings are valid upon the presence of the majority of the members of the Executive Committee, on condition that all those entitled to attend the meeting have been however informed. The meetings of the Board of Directors are chaired by the Chairperson or by the board member chosen by the attendees. Article 10.5 The meetings of the Board of Directors may also be held via teleconferencing or videoconferencing, provided that all the participants can be identified and are able to follow the discussion and intervene in real time on the issues being dealt with: when these requirements are met, the Board of Directors is deemed convened in the location where the Chairperson is attending the meeting and where the secretary should also be so that the minutes may be drawn up and signed in the relevant records. Article 10.6 The directors are obliged to comply with the non-competition clause sanctioned in Article 2390 of the Italian Civil Code. Article 12.1 The Chairperson is the Company’s legal representative with regard to third parties and in legal matters. The company may also be represented by board members, executives, managers and attorneys, within the limits of the powers granted to them by the board of directors or in the relevant deed of appointment.



Article 13.1 The Board of Directors is duly constituted when the majority of members in office are present. The resolutions are approved by majority vote of the members present.

European Union Transparency Report March 2015 Page 18

Fitch Polska S.A. (the “Company) Note: A reference in the fourth column of this table to an “Article” is to an Article of Association of the Company, as most recently amended on 20 November 2013.









None.


None.


Appointment and Replacement of Board Members The Company has a Management Board and a Supervisory Board. Management Board Article 10 1. The Management Board shall consist of 1 (one) to 5 (five) members, including the Chairman, appointed and removed by the Supervisory Board. 2. The term of office of the Management Board shall be 3 (three) consecutive years. The Management Board members may be appointed for further terms of office.



3. Activities related to entering into, modifying or terminating an employment contract with Management Board members or other duties arising from their employment shall be performed by the Supervisory Board. Supervisory Board Article 13 The Supervisory Board shall consist of 3 (three) to 5 (five) members appointed and removed by the General Meeting. Article 14 The term of office for the Supervisory Board shall be 3 (three) years. The Supervisory Board may be appointed for further terms of office. Article 15 The Supervisory Board Chairman, the Deputy Chairman of the Supervisory Board and the Secretary of the Supervisory Board, if any, shall be appointed and removed by the General Meeting. Article 21 Matters specified by law or in these Articles require resolutions of a General Meeting, and include in particular: … c) appointing and removing members of the Supervisory Board … Amendment of the Articles of Association Article 21 Matters specified by law or in these Articles require resolutions of a General Meeting, and include in particular: … f) amendments to the Articles of Association.



…


Powers of Board Members Article 11 The powers of the Management Board shall include all matters not reserved for other governing bodies of the Company by these Articles or by law. Article 12 1. The Company is represented by two Management Board members acting jointly, except that representation by one Management Board member made on behalf of the Company shall be sufficient in respect of the actions listed below: (i) entering into and negotiating any agreements with respect to the assignment, updating or monitoring of ratings and non-rating products, and any amendment or renewal of any such agreements; (ii) representing the Company in tender procedures and public procurement procedures with respect to the assignment, updating or monitoring of ratings or non-rating products (including signing of offers), and any amendment or renewal of any such agreements; (iii) taking actions to ensure the payment of compensation to all employees and the payment of the lease rent; (iv) carrying out any actions related to the settlement and payment of (a) corporate income tax; (b) personal income tax the Company is required to assess, withhold and pay as a remitter; (c) social and health care insurance premiums as well as any other taxes and charges the Company is required to settle and pay as an employer; and (d) tax on goods and services (value added tax);

and the preceding actions listed in items (i) – (iv) can be for any value; (v) entering into transactions with a value not exceeding PLN 100,000 (one hundred thousand zlotys) gross (including VAT). 2. Each member of the Management Board may, without a prior resolution of the Management Board, conduct the Company’s affairs listed in subparagraphs (i), (ii),



(iii) and (iv) of section 1 of this paragraph 12. Article 17 1. The Supervisory Board shall continually monitor the Company’s activities. 2. The Supervisory Board’s powers include matters provided for in the law or these Articles, and, in particular: a) auditing the financial statements, to include the balance sheet, the income statement, the cash flow statements and notes b) examining the Management Board report on the Company’s activities for the past financial year and the Management Board’s requests on distribution of profits or covering losses c) compiling a written report on the results of the activities discussed above for the General Meeting d) suspending members of the Management Board for cause e) approving the Management Board’s Rules of Procedure, if any f) determining the compensation policy for Management Board members g) adopting resolutions on matters proposed by the Management Board h) appointing and removing members of the Management Board i) approving annual budgets j) approving contracts involving commitments with a value exceeding PLN 250,000 (two hundred fifty thousand zlotys). Article 25 … 3. With the Supervisory Board’s consent, the Management Board may pay shareholders an advance payment on the amount of the planned dividend for the financial year if the Company has funds to pay it. The Company may pay the advance payment, if approved financial statements for the previous financial year show a profit. Advance payment may not exceed half of the profit earned from the



end of the previous financial year, disclosed in the financial statements audited by an auditor, increased by the reserves created out of profits which may be used by the Management Board for advance payments, and reduced by accumulated losses and shares owned by the Company in the Company. Article 26 Within 3 (three) months of financial year end, the Management Board shall present to the Supervisory Board the financial statements for the past financial year and a report by the Management Board on the Company’s activities during this period, so that the financial statements can be audited after being provided by the Management Board and given final approval by the General Meeting. Article 27 The entity entitled to audit the financial statements shall be chosen by the Supervisory Board based on a request from the Management Board. The Management Board shall enter into a contract with the entity authorized to audit the financial statements.


Article 19 1. Shareholders are authorized to participate in the General Meeting. 2. Shareholders may participate in the General Meeting personally or through proxy holders. Article 20 1. A General Meeting of Shareholders shall be called as an Annual Shareholder Meeting or an Extraordinary Shareholder Meeting. 2. Annual Shareholder Meeting shall be held within six months after the end of each financial year. Article 21 Matters specified by law or in these Articles require resolutions of a General Meeting, and include in particular: a) examining and approving the Management Board’s report on the Company’s activity and auditing the financial statements, to include the balance sheet, the



income statement, the cash flow statement and note b) adopting a resolution on the allocation of profit or covering of losses c) appointing and removing members of the Supervisory Board d) granting the Company’s governing bodies discharge from their performance of their obligations e) increase or decrease in share capital f) amendments to the Articles of Association g) decisions concerning redemption of shares h) creation of companies and joining companies i) acquisition or sale of real estate j) issue of bonds k) settling all matters in relation to claims for damages caused when the Company was set up or by its management or supervision l) sale or lease of the enterprise or establishing rights to use it. Article 22 1. Resolutions of the General Meeting are adopted by a simple majority of the votes cast unless a greater requirement is imposed by law. 2. Each share is entitled to one vote at the General Meeting. Article 25 … 2. In addition, the General Meeting of Shareholders may create other earmarked funds by resolution.

2

2 This is in addition to any funds already referred to in the Articles.



… Article 31 1. The Company shall be dissolved if: … b) the General Meeting so resolves …


The Company will comply with its obligations under all applicable law including, without limitation, Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. Management Board The members of the Management Board are Piotr Kowalski and Jens Schmidt-Burgel. See Article 12 under item 6 above for details of its operation. Supervisory Board The members of the Supervisory Board are Trevor Pitman, David Samuel and David Wharrier. It has no committees. Article 16 1. The Supervisory Board shall adopt resolutions at its meetings. 2. Members of the Supervisory Board may vote in writing through another member of the Supervisory Board.

3

3. Supervisory Board meetings shall be convened by the Chairman or his deputy at their own initiative or at the request of the Management Board or any member of the Supervisory Board. 4. For resolutions of the Supervisory Board adopted at a meeting to be effective, all the members of the Supervisory Board to the meeting must be invited and at least ½

3 Explanation to the English version of the Articles: this provision applies to situations where a member of the Supervisory Board cannot attend the Meeting of the Supervisory Board and prior to such Meeting he/she signs a resolution which is on the agenda of the Meeting and his vote is delivered to the Meeting by another Supervisory Board’s member.



(one half) of the members of the Board, including the Chairman or the Deputy Chairman of the Supervisory Board, must be present. 5. The Supervisory Board may pass a resolution without holding a physical meeting by using a circulation procedure or by using remote communication equipment. 6. Resolutions on the appointment, dismissal or suspensions of the Chairman or the Deputy Chairman of the Supervisory Board or a member of the Management Board may not be adopted by using a circulation procedure or remote communication equipment. 7. For a resolution to be valid without a meeting, using either the circular procedure or remote communication equipment, all members of the Supervisory Board must be notified of the proposed text of the resolution. 8. The Supervisory Board shall adopt resolutions by an absolute majority of the votes cast. 9. If there is a tie, the Supervisory Board Chairman shall have the casting vote. 10. The method and organization of the Supervisory Board’s activities may be specified in a set of Rules of Procedure that it passes. Article 18 1. The members of the Supervisory Board shall exercise their rights and obligations themselves. 2. The members of the Supervisory Board will not receive compensation for the performance of their duties.


Fitch Ratings España SA (the “Company”)

Note: A reference in the fourth column of this table to an “Article” is to an Article of Association of the Company, as of 17 October 2012.









None.


None.


Appointment/Replacement of Board Members Article 20 It is not necessary to be a shareholder in order to be appointed as a director. The directors shall be appointed by the General Shareholder’s Meeting for a term of six years, which must be the same for all of them. The Directors appointed in such manner may be re-elected one or several times for periods of the same term of office. Any person that is involved in a legal reason for prohibition, disqualification or incompatibility may not be appointed as a director, in particular, the reasons stipulated in the Law of Capital Companies and by the Law 5/2006 of 10 April cannot be Directors. Any person that does not fulfil the conditions for integrity required by the Spanish



Securities Commission may neither be members on the Board of Directors nor be appointed as executive staff or attorney-in-fact of the Company. Article 21 The Board of Directors shall be composed of a minimum of three and a maximum of ten members. If there are vacancies during the term they are appointed, the Board of Directors may appoint the persons to hold such positions until the first General Shareholder’s Meeting is held. Amendment of Articles of Association By law, amendments to the Articles of Association are made by the Shareholders.


Article 19 The Board of Directors shall act as a group on behalf of the Company in and out of court. The Director or Directors assigned by the Board of Directors shall be responsible for enforcing the resolutions, otherwise the President or an Attorney-in-Fact vested with sufficient authority to enforce and authorise the Company’s resolutions in a public deed. The Directors may carry out all that is included in the corporate object and exercise any authority that is not expressly reserved to the General Shareholder’s Meeting by law or by these Articles of Association. For merely informative purposes, the Directors shall be vested with the following duties and shall be responsible for any other procedures related thereto in the most wide embracing manner and with no limitation whatsoever: a) To acquire, dispose of, convey, encumber all kinds of chattels and real estate property and create, accept, modify and cancel any kind of personal or in rem rights, including mortgages. b) To authorise all kinds of procedures, agreements or legal business, with the clauses, terms and conditions that may be deemed appropriate; to negotiate and agree on arbitration; take part in tenders and auctions, make bids and accept awards.

c) To acquire, encumber, convey and, under any title and in general terms, perform any transactions with shares, bonds or other securities, and perform the required procedures to acquire holdings in other companies, either at the time they are incorporated or else by subscribing to shares or other securities in capital increases or any other issues of stock. d) To manage chattels and real estate property; make statements for building and



plantation, boundaries, defined limits, material divisions and mortgage modifications; accept, modify and terminate leases and any other assignments of use and enjoyment. e) To issue, accept, endorse, intervene and object to bills of exchange and other draft documents. f) To borrow money by means of loans or credits; acknowledge debts and credits. g) To use, monitor, open and close accounts and deposits of any kind in credit and savings institutions, banks, including the Bank of Spain, official institutes and bodies, performing all that may be allowed by banking law and practice. To rent and use safety deposit boxes. h) To sign employment contracts, agreements for transport and transfer of business premises; to withdraw and collect goods, dispatches and drafts. i) To appear before any kinds of Courts or Tribunals, in any jurisdiction, and any kind of public bodies, for any reason and in all kinds of legal actions and proceedings; bring appeals, even appeals to the Supreme Court (cassation), legal review or nullity; ratify writs and withdraw from proceedings, either directly or through legal counsel and court liaisons, which may be granted the required powers of attorney for such purposes. j) To manage the Company’s commercial organisation and its business, appointing and dismissing employees and representatives. k) To authorise and sign all kinds of private and public documents; to withdraw and collect any amounts or funds from any public or private body and, for such purpose, sign any receipts, quittances, invoices and drafts that may be required. l) To enforce and, when appropriate, authorise the resolutions adopted by the General Shareholders’ Meeting in a public deed. (Article 108 of the Companies Registry Regulations). m) The Board of Directors may delegate part or all of its authority that may be legally delegated, grant judicial or non-judicial powers of attorney of any kind and modify or revoke the powers of attorney and authority already granted. Powers to Issue or Buy Back Shares The Board of Directors has no power to issue or buy back shares.




Article 4 The term of the Company shall be open-ended; however, after fulfilling the requirements set forth by law and these Articles of Association, the General Shareholder’s Meeting may adopt a resolution at any time for the Company’s dissolution and winding-up or agree on a merger with other companies or a spin off resulting in a new company or companies. Article 6 The Company’s registered office is in Barcelona, at Paseo de Gracia n° 85, 7, A-B. Such office may be moved by virtue of a resolution adopted by the General Shareholder’s Meeting. Moving the registered office in the same municipal district shall not require a resolution by the General Shareholder’s Meeting; since such resolution may be adopted by the Company’s management board. The resolution to open, close down or move branches, agencies or divisions in any place in national territory or abroad shall also be adopted by the Company’s management board. Article 15 If the Company is a single-owner one, the Sole Shareholder will exercise the powers which belong to the General Shareholders by Law. The General Shareholder’s Meetings may be ordinary or extraordinary. The Ordinary General Meeting must be held within the first six months of each financial year to approve the Company’s management and to approve, when appropriate, the accounts from the previous financial year and to adopt a resolution on the allotment of the profits or losses. The Extraordinary General Meeting shall be deemed as any other meeting that is not the Ordinary Annual General Shareholder’s Meeting. Ordinary and Extraordinary General Shareholder’s Meetings shall be summoned by the Directors. The directors may summon the General Shareholder’s Meeting in the dates or periods established by Law and the Extraordinary General Shareholder’s Meeting whenever they deem this is appropriate in the Company’s interests. The required period of time between the calling made by Directors and the meeting shall be a minimum of one month. An Ordinary General Shareholder’s Meeting or an Extraordinary General Shareholder’s Meeting, as the case may be, shall also be deemed as duly summoned and may be validly held to deal with any matter if the sole shareholder agrees to hold such Shareholder’s Meeting. In this case no notice will be required. Article 16 The sole shareholder is entitled to attend the meeting, represented by another



person. Such proxy must be granted in writing and must be specific for each General Shareholder’s Meeting, under the terms and within the scope set forth in the Law of Capital Companies. The latter requirement shall not be applicable when the proxy holds a general power-of-attorney granted by virtue of a public deed and is vested with authority to manage all the estate of the represented party in national territory. The representative of the Shareholder will be able to appoint another proxy, granted in writing and specific for each Sole Shareholder’s Meeting. The proxy may be revoked at any time. The personal attendance of the person who holds a general power of attorney to represent the shareholder at the General Shareholder’s Meeting shall be deemed as automatic revocation of any proxy. Article 17 The persons acting as President and Secretary of the Board of Directors shall also hold the same posts at the General Shareholder’s Meetings. Article 18 If the Company is a single-owner one, the Sole Shareholder will exercise the powers which belong to the General Shareholders by Law. The decisions of the Sole Shareholder will be recorded in Minutes, signed by the Sole Shareholder or his representative, and they will be carried out by the Sole Shareholder or the Directors of the Company. The certificates of the minutes shall be issued and the resolutions authorised in a public deed when it is required by Law by the persons empowered for such purpose, as set forth in these Articles of Association and the company Registry Regulations. Article 27 From the profits obtained in each financial year, once the legal reserve and other legally stipulated provisions have been covered, the General Shareholder’s Meeting may allot any amount that it may deem appropriate to the voluntary reserve, investment provision fund or any other legally permitted provision. The remaining amount, if any, shall be paid out as dividends among the shareholders in proportion to the paid up capital for each share.

8. 78/660/EEC, Article 46(a)(1)(f) The composition and operation of the administrative, The current members of the Board of Directors are: Trevor Pitman, David Wharrier



management and supervisory bodies and their committees.

and David Samuel. It has no committees. The Company will comply with its obligations under all applicable laws including, without limitation, Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. It operates as follows: Article 21 The Board of Directors shall be composed of a minimum of three and a maximum of ten members. If there are vacancies during the term they are appointed, the Board of Directors may appoint the persons to hold such positions until the first General Shareholder’s Meeting is held. The convening of the Board of Directors may be made by any method in writing addressed personally to each Director by the President, or the Secretary or General Director by delegation, following the instructions of the President. The Board of Directors Meeting shall be validly held when the majority of its members are present or represented by another Director at the meeting. The proxy shall be granted by means of a letter sent to the President. The resolutions shall be adopted by the absolute majority of those attending the meeting. The permanent delegation of some or all of his/her authority, which can be legal delegated, to one General Director and the appointment of the Director that must hold such position shall require, for the validity thereof, the favourable votes of two-thirds of the members of the Board of Directors and shall not be valid in any manner until it has been recorded in the Companies Registry. The Board of Directors shall hold a meeting whenever requested by members representative of one third of said Board, and shall provide an agenda for such meeting, to be held at the registered address. Said Directors can convene the meeting if they have previously requested the President to hold such a meeting, and the President has not convened such meeting within one month. The debates and resolutions adopted by the Board of Directors’ Meeting shall be recorded in a Minutes Book, which shall be signed by the President and the Secretary. In the case of a draw, the personal vote of the person acting as President shall be deemed as the casting vote. The Board of Directors shall appoint a President and Secretary, and, if need be, a Vice-President and a Vice-Secretary, providing these appointments had not already been made by the General Shareholder’s Meeting at the time the Directors were



appointed. The Secretary and Vice-Secretary need not be Directors and, if they are not, they shall be granted say but no voting rights. The Secretary and, if any, the Vice-Secretary, whether they are Directors or not, or the representative of the Shareholder shall be authorised to certify and authorise the company’s resolutions in a public deed. Likewise, the Board can hold its meetings by means of telephonic multi-conference, videoconferences or any other similar system, so that one or a number of the Directors can attend the said meeting through the indicated methods, provided that none of the Directors opposes this method. In this way, the meeting will not require the physical presence of the Directors but will provide the possibility of simultaneous communications between them by these means. Therefore, in the convening of the Board meeting, in addition to making reference to the physical location of the meeting, to which the Secretary of the Board should attend, reference must also be made to the fact that attendance can also take place by means of telephonic conference call, video-conference or an equivalent method, duly indicating and providing the means appropriate to this end, so as to make possible the reciprocal recognition and identification of those attending as well as the simultaneous and direct communication between them. The Secretary of the Board must note in the Minutes of the meetings so held, apart from the Directors who physically attend or where appropriate are represented by another Director, those who attend the meeting by way of telephonic multi-conference, video conference or the like. The resolutions of the Board of Directors thus adopted shall be regarded as adopted at the registered address of the Company. Written ballots without notice and without holding a meeting shall be valid providing none of the Directors opposes this procedure.


Fitch Ratings CIS Ltd (the “Company”)

Note: References in the fourth column of this table to: (i) “Article” is to an Article of Association of the Company as adopted by a Special Resolution dated 3 November 2011; (ii) “Regulation” is to a Regulation that is binding upon the Company and is contained within the Companies (Tables A to F) Regulations 1985 as amended by SI 2007/2541 and SI 2007/2826; (iii) the “Act” is to the Companies Act 1985 or the Companies Act 2006 (in both cases as amended) as applicable in the context at the relevant time; and (iv) the “1985 Act” is to the Companies Act 1985, as amended.









Majority Shareholder’s Rights Article 14.1 Any person or persons for the time being holding a majority of the issued shares may from time to time by notice to the Company remove from office any or all of the directors and may in like manner appoint any person or persons as a director or directors of the Company. Any such notice shall be in writing and signed by or on behalf of the holder or holders of such majority and shall take effect on and from the time at which it is received at the office or handed to the chairman of any meeting of the directors. Article 14.2 The directors have no power to refuse to register any transfer of a fully paid share where such transfer has been approved by notice in writing to the Company signed by or on behalf of any person or persons for the time being holding a majority of the issued shares and the directors shall be bound to, and shall, register such a transfer without delay.




Restriction on voting rights Regulation 57 No member shall vote at any general meeting or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid.


Appointment and Removal of Directors Article 9.1 The Company may by ordinary resolution, and the directors may, appoint a person who is willing to act to be a director, in any case either to fill a vacancy or as an additional director. Article 9.2 The office of a director shall be vacated if: (a) he resigns by notice delivered to the secretary at the office or tendered at a board meeting; (b) he ceases to be a director by virtue of any provision of the Act, is removed from office pursuant to these Articles or becomes prohibited by law from being a director; (c) he becomes bankrupt or makes any arrangement or compounds with his creditors generally; (d) he becomes, in the opinion of all his co-directors, incapable by reason of illness (including, without limitation, mental illness or disorder) or injury of managing or administering any property or affairs of his own or of the Company and the directors resolve that his office be vacated; (e) he is removed from office in accordance with Article 14

4; and/or

(f) he is an executive director and his appointment to the relevant office or employment is terminated or expires and the directors resolve that his office be vacated.

4 Please see section 3 above for the text of Article 14.1.



Article 9.3 A resolution of the directors declaring a director to have vacated office under the terms of this Article 9 is conclusive as to the fact and grounds of vacation stated in the resolution. Amendment of the Articles of Association Section 21(1) of the Companies Act 2006 The Company may amend its Articles by special resolution

5.


Powers of Directors Article 11.1 The directors may exercise all the powers of the Company to borrow or raise money without limit and to mortgage or charge its undertaking, property and uncalled capital and, subject to section 80 of the Companies Act 1985 (or its equivalent under the Companies Act 2006, if any), to issue debentures, loan stock and other securities for any debt, liability or obligation of the Company or of any third party. Article 11.2 Subject to the Act, the directors may at any time, without any sanction or approval given by the members of the Company in general meeting, declare and pay dividends, including interim and final dividends, in accordance with the respective rights of the members. Regulation 103

6 is modified accordingly.

Regulation 70 Subject to the provisions of the Act, the memorandum and the articles and to any directions given by special resolution, the business of the Company shall be managed by the directors who may exercise all the powers of the Company. No alteration of the memorandum or articles and no such direction shall invalidate any prior act of the directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this regulation shall

5 A special resolution is a resolution which requires a majority agreement of not less than 75% of the shareholders of a company.

6 See Annex for the full text of this Regulation.



not be limited by any special power given to the directors by the articles and a meeting of directors at which a quorum is present may exercise all powers exercisable by the directors. Regulation 71 The directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers. Issuance of Shares Article 3.2 All unissued shares comprised in the authorised share capital of the Company at the date and time of the adoption of the Articles are at the disposal of the directors, who are generally and unconditionally authorised, including for the purpose of section 80 of the Companies Act 1985 while that section remains in force, to exercise all powers of the Company to allot relevant securities of the Company to such persons, at such times and generally on such terms and conditions as they think fit except that this general authority: (a) does not permit the directors to allot relevant securities in an amount which is in excess of the unissued share capital of the Company at the date of adoption of the articles; and (b) unless previously renewed, varied or revoked by the Company in general meeting, will expire on the date which is one year from the date of adoption of the articles, save that the directors may, after this authority expires, allot relevant securities pursuant to an offer or agreement made by the Company before such authority expired;

Except as provided in this Article 3.2 or by the Company in general meeting, the directors shall not otherwise be authorised to allot relevant securities of the Company. Article 3.3 The pre emption provisions of section 89(1) and sections 90(1) to 90(6) of the Companies Act 1985 (or the equivalent provisions of the Companies Act 2006, if any) shall not apply to any allotment of the Company’s equity securities made under Article 3.2.



Article 3.4 The lien conferred by Regulation 8

7 shall also attach to fully paid shares and to all

shares registered in the name of any person indebted or under any liability to the Company, whether he is the sole holder of such shares or one of several joint holders, and shall extend to all moneys presently payable by him or his estate to the Company. Purchase of own Shares Regulation 35 Subject to the provisions of the Act, the Company may purchase its own shares (including any redeemable shares) and, if it is a private company, make a payment in respect of the redemption or purchase of its own shares otherwise than out of distributable profits of the Company or the proceeds of a fresh issue of shares.


In addition to Regulations: General Meetings Article 5.1 The directors may call general meetings whenever they think fit and, if requested by the members pursuant to the Companies Act 2006, shall forthwith proceed to convene a general meeting for a date not later than 28 days after receipt of the request. Article 5.2 Notice of any general meeting need not be given to the directors in their capacity as such and Regulation 38


Article 5.3 Subject to the Companies Act 2006, if and for so long as the Company has only one member, and that member takes any decision which is required to be taken in general meeting, that decision shall be as valid and effective as if agreed by the





Company in general meeting. Any decision taken by a sole member shall be recorded in writing and delivered by that member to the Company and such record shall be entered in the minute book of the Company. Proceedings at General Meetings Article 6.1 No business shall be transacted at any meeting unless a quorum is present at the time the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment, choice or election of a chairman of the meeting which shall not be treated as part of the business of the meeting. If and for so long as the Company has one member, that member, or a proxy for that member, or a duly authorised representative of that member if it is a corporation, shall be a quorum. If and for so long as the Company has more than one member, two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation, shall be a quorum. Article 6.2 If a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the directors may determine. If at any adjourned meeting a quorum is not present within half an hour from the time appointed for that meeting, the meeting shall be dissolved. Article 6.3 A member present at a meeting by proxy has the right to speak at any general meeting of the Company and shall be entitled to one vote on a show of hands. In any case where the same person is appointed proxy for more than one member he shall on a show of hands have as many votes as the number of members for whom he is proxy. A member present at a meeting by proxy also has the right to demand or join in demanding a poll. Regulation 54


Article 6.4




A written instrument of a proxy (together with any relevant authority or copy authority as referred to in Regulation 62

10) may be deposited at any place specified in such

Regulation not less than 24 hours before the time of the relevant meeting or may be delivered at the meeting to the secretary or the chairman or to any other director. An appointment of a proxy contained in an electronic communication may be received at any address referred to in such Regulation not less than 24 hours before the time of the relevant meeting. Regulation 62 is amended accordingly. Article 6.5 Any member or proxy for a member, or duly authorised representative of a corporate member, may participate in a general meeting or a meeting of a class of members by means of conference telephone or similar communications equipment which enables all persons participating in the meeting to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting, may be counted in the quorum and is entitled to vote. Subject to the Act, all business transacted in this way by the members or class of members is for the purposes of these Articles deemed to be validly and effectively transacted at a general meeting or a meeting of a class of members (as the case may be). The meeting is deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting then is. Majority Shareholders’ Rights Articles 14.1 to 14.2 See section 3 above.


The directors of the Company are David Samuel, Trevor Pitman, David Wharrier, George Miller (Independent Director) and Thierry Moulonguet (Independent Director).

11

The Company will comply with its obligations under all applicable law including, without limitation, Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. See sections 5 and 6 above for additional information regarding the composition and operation of the board of directors.

10

See Annex for the full text of this Regulation.

11 Article 8 provides as follows: “There is no maximum number of directors and the minimum number of directors is one. A sole director has authority to exercise all the powers and discretions vested in the directors generally under these Articles, Table A or otherwise.”



The Company has set up a management committee12

to direct the day-to-day activities of the Company. The members of the management committee are David Samuel, Trevor Pitman and David Wharrier. Proceedings of Directors Article 13.1 Subject to these Articles, the directors may regulate their proceedings as they think fit. A director at any time may, and the secretary (if any) at the request of a director shall, call a meeting of the directors. A director absent or intending to be absent from the UK may request the directors during his absence to send notices of meetings of the directors to him at an address within the UK given by him to the Company for such purposes but, in the absence of such a request, it shall not be necessary to give notice of a meeting to a director who is absent from the UK. A director may waive the requirement that notice be given to him of a board meeting, either prospectively or retrospectively. Article 13.2 Notice of a meeting of the directors, or of any committee of the directors, shall be deemed to be to duly given to a director if it is given to him personally or by word of mouth or sent in writing to him at his last known address or any other address given by him to the Company for this purpose or by giving it using electronic communications to an address for the time being notified to the Company by the director. Article 13.3 Whilst there is only one director of the Company, he shall constitute a quorum for all meetings of the directors. In any other case the quorum for the transaction of the business of the directors may be fixed by the directors and unless so fixed at any other number is two. A meeting of the directors at which a quorum is present is competent to exercise all powers, authorities and discretions for the time being vested in or exercisable by the Board. A person who holds office only as an alternate director shall, if his appointor is not present, be counted in the quorum.

12

Article 12 provides as follows: “The directors may delegate any of their powers, authorities and discretions (with power to sub delegate) to committees consisting of such persons (whether directors or not) as they think fit. References in these Articles to any committee of the directors shall include a committee of such persons and references to a director as a member of such a committee shall include such a person. Where a provision of the Articles refers to the exercise of a power, authority or discretion by the directors and that power, authority or discretion has been delegated by the directors to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee. Regulation 72 is modified accordingly.” (See Annex for full text of Regulation 72).



Article 13.4 Questions arising at any meeting of the directors shall be decided by a majority of votes. A director who is also an alternate director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote. Article 13.5 Any director may participate in a meeting of directors or a committee of directors by means of conference telephone or similar communications equipment which enables all persons participating in the meeting to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting, may be counted in the quorum and is entitled to vote. Subject to the 1985 Act, all business transacted in this way by the directors or a committee of directors is for the purposes of these Articles deemed to be validly and effectively transacted at a meeting of the directors or of a committee of directors, even though fewer than two directors or alternate directors are physically present at the same place. The meeting is deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting then is. Article 13.6 Without prejudice to the obligation of a director to disclose his interest in accordance with sections 177 and/or 182 of the 2006 Act, a director may vote at any meeting of directors or of a committee of directors on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty. Such a director shall be counted in the quorum present at a meeting when any such resolution is under consideration and if he votes his vote shall be counted. Such a director may retain for his own absolute use and benefit all profits and advantages directly or indirectly accruing to him in connection with any such matter. Article 13.7 Any written resolution as referred to in Regulation 93

13 may consist of several

documents in like form, each signed or approved by letter, facsimile or email transmission or transmission by any other form of electronic communication agreed by the board, by one or more directors entitled at the relevant time to receive notice of the relevant meeting.

13



ANNEX

A. Regulations as referred to in section 6 above Regulation 8 The company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. The directors may at any time declare any share to be wholly or in part exempt from the provisions of this regulation. The company’s lien on a share shall extend to any amount payable in respect of it. Regulation 103 Subject to the provisions of the Act

14, the directors may pay interim dividends if it appears to them that they are justified by the profits of the company available for distribution. If the share capital is

divided into different classes, the directors may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear. The directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment. Provided the directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights. B. Regulations as referred to in section 7 above Regulation 38 General meetings shall be called by at least fourteen clear days’ notice but a general meeting may be called by shorter notice if is so agreed by a majority in number of the members having a right to attend and vote being a majority together holding not less than ninety per cent in nominal value of the shares giving that right. The notice shall specify the time and place of the meeting and the general nature of the business to be transacted. Subject to the provisions of the articles and to any restrictions imposed on any shares, the notice shall be given to all the members, to all persons entitled to a share in consequence of the death or bankruptcy of a member and to the directors and auditors. Regulation 54 Subject to any rights or restrictions attached to any shares, on a show of hands every member who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative or by proxy, unless the proxy (in either case) or the representative is himself a member entitled to vote, shall have one vote and on a poll every member shall have one vote for every share of which he is the holder. Regulation 62 The appointment of a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the directors may:

14

“Act” means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force and any provisions of the Companies Act 2006 for the time being in force.


(a) in the case of an instrument in writing be deposited at the office or at such other place within the United kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the company in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or (aa) in the case of an appointment contained in an electronic communication, where an address has been specified for the purpose of receiving electronic communications:

(i) in the notice convening the meeting, or (ii) in any instrument of proxy sent out by the company in relation to the meeting, or (iii) in any invitation contained in an electronic communication to appoint a proxy issued by the company in relation to the meeting, be received at such address not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;

(b) in the case of a poll taken more than 48 hours after it is demanded, be deposited or received as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

(c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director;

and an appointment of proxy which is not deposited, delivered or received in a manner so permitted shall be invalid. In this regulation and the next, “address”, in relation to electronic communications, includes any number or address used for the purposes of such communications. C. Regulation as referred to in section 8 above Regulation 72 The directors may delegate any of their powers to any committee consisting of one or more directors. They may also delegate to any managing director or any director holding any other executive office such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the articles regulating the proceedings of directors so far as they are capable of applying. Regulation 93 A resolution in writing signed by all the directors entitled to receive notice of a meeting of directors or of a committee of directors shall be as valid and effectual as it if had been passed at a meeting of directors or (as the case may be) a committee of directors duly convened and held and may consist of several documents in the like form each signed by one or more directors; but a resolution signed by an alternate director need not also be signed by his appointor and, if it is signed by a director who has appointed an alternate director, it need not be signed by the alternate director in that capacity.


Fitch Ratings Ltd (the “Company”) Note: References in the fourth column of this table to: (i) “Article” is to an Article of Association of the Company as adopted by a Special Resolution dated 2 March 2012; (ii) “Regulation” is to a Regulation that is binding upon the Company and is contained within the Companies (Tables A to F) Regulations 1985 as amended by SI 2007/2541 and SI 2007/2826; (iii) the “Act” is to the Companies Act 1985 or the Companies Act 2006 (in both cases as amended) as applicable in the context at the relevant time; and (iv) the “1985 Act” is to the Companies Act 1985, as amended.









Majority Shareholder’s Rights Article 14.1 Any person or persons for the time being holding a majority of the issued shares may from time to time by notice to the Company remove from office any or all of the directors and may in like manner appoint any person or persons as a director or directors of the Company. Any such notice shall be in writing and signed by or on behalf of the holder or holders of such majority and shall take effect on and from the time at which it is received at the office or handed to the chairman of any meeting of the directors. Article 14.2 The directors have no power to refuse to register any transfer of a fully paid share where such transfer has been approved by notice in writing to the Company signed by or on behalf of any person or persons for the time being holding a majority of the issued shares and the directors shall be bound to, and shall, register such a transfer without delay.




Restriction on voting rights Regulation 57 No member shall vote at any general meeting or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid.


Appointment and Removal of Directors Article 9.1 The Company may by ordinary resolution, and the directors may, appoint a person who is willing to act to be a director, in any case either to fill a vacancy or as an additional director. Article 9.2 The office of a director shall be vacated if: (a) he resigns by notice delivered to the secretary at the office or tendered at a board meeting; (b) he ceases to be a director by virtue of any provision of the Act, is removed from office pursuant to these Articles or becomes prohibited by law from being a director;

(c) he becomes bankrupt or makes any arrangement or compounds with his creditors generally;

(d) he becomes, in the opinion of all his co-directors, incapable by reason of illness (including, without limitation, mental illness or disorder) or injury of managing or administering any property or affairs of his own or of the Company and the directors resolve that his office be vacated;

(e) he is removed from office in accordance with Article 14

15; and/or

(f) he is an executive director and his appointment to the relevant office or employment is terminated or expires and the directors resolve that his office be

15

Please see section 3 above for the text of Article 14.1.



vacated.

Article 9.3 A resolution of the directors declaring a director to have vacated office under the terms of this Article 9 is conclusive as to the fact and grounds of vacation stated in the resolution. Amendment of the Articles of Association Section 21(1) of the Companies Act 2006 The Company may amend its Articles by special resolution

16.


Powers of Directors Article 11.1 The directors may exercise all the powers of the Company to borrow or raise money without limit and to mortgage or charge its undertaking, property and uncalled capital and, subject to section 80 of the 1985 Act (or its equivalent under the 2006 Act, if any), to issue debentures, loan stock and other securities for any debt, liability or obligation of the Company or of any third party. Article 11.2 Subject to the Act, the directors may at any time, without any sanction or approval given by the members of the Company in general meeting, declare and pay dividends, including interim and final dividends, in accordance with the respective rights of the members. Regulation 103


Regulation 70

Subject to the provisions of the Act, the memorandum and the articles and to any directions given by special resolution, the business of the Company shall be managed by the directors who may exercise all the powers of the Company. No alteration of the memorandum or articles and no such direction shall invalidate any prior act of the directors which would have been valid if that alteration had not been

16

A special resolution is a resolution which requires a majority agreement of not less than 75% of the shareholders of a company.




made or that direction had not been given. The powers given by this regulation shall not be limited by any special power given to the directors by the articles and a meeting of directors at which a quorum is present may exercise all powers exercisable by the directors. Regulation 71 The directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers. Issuance of Shares Article 3.2 All unissued shares comprised in the authorised share capital of the Company at the date and time of the adoption of the Articles are at the disposal of the directors, who are generally and unconditionally authorised, including for the purpose of section 80 of the Companies Act 1985 while that section remains in force, to exercise all powers of the Company to allot relevant securities of the Company to such persons, at such times and generally on such terms and conditions as they think fit except that this general authority: (a) does not permit the directors to allot relevant securities in an amount which is in excess of the unissued share capital of the Company at the date of adoption of the Articles; and (b) unless previously renewed, varied or revoked by the Company in general meeting, will expire on the date which is one year from the date of adoption of the Articles, save that the directors may, after this authority expires, allot relevant securities pursuant to an offer or agreement made by the Company before such authority expired. Except as provided in this Article 3.2 or by the Company in general meeting, the directors shall not otherwise be authorised to allot relevant securities of the Company. Article 3.3 The pre emption provisions of section 89(1) and sections 90(1) to 90(6) of the Companies Act 1985 (or the equivalent provisions of the Companies Act 2006, if any) shall not apply to any allotment of the Company’s equity securities made under Article 3.2.



Article 3.4 The lien conferred by Regulation 8

18 shall also attach to fully paid shares and to all

shares registered in the name of any person indebted or under any liability to the Company, whether he is the sole holder of such shares or one of several joint holders, and shall extend to all moneys presently payable by him or his estate to the Company. Purchase of own Shares Regulation 35 Subject to the provisions of the Act, the Company may purchase its own shares (including any redeemable shares) and, if it is a private company, make a payment in respect of the redemption or purchase of its own shares otherwise than out of distributable profits of the Company or the proceeds of a fresh issue of shares.


In addition to Regulations: Article 6.2 If a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the directors may determine. If at any adjourned meeting a quorum is not present within half an hour from the time appointed for that meeting, the meeting shall be dissolved. Article 6.3 A member present at a meeting by proxy has the right to speak at any general meeting of the Company and shall be entitled to one vote on a show of hands. In any case where the same person is appointed proxy for more than one member he shall on a show of hands have as many votes as the number of members for whom he is proxy. A member present at a meeting by proxy also has the right to demand or join in demanding a poll. Regulation 54


Article 6.4

18





A written instrument of a proxy (together with any relevant authority or copy authority as referred to in Regulation 62

20) may be deposited at any place specified in such

Regulation not less than 24 hours before the time of the relevant meeting or may be delivered at the meeting to the secretary or the chairman or to any other director. An appointment of a proxy contained in an electronic communication may be received at any address referred to in such Regulation not less than 24 hours before the time of the relevant meeting. Regulation 62 is amended accordingly. Article 6.5 Any member or proxy for a member, or duly authorised representative of a corporate member, may participate in a general meeting or a meeting of a class of members by means of conference telephone or similar communications equipment which enables all persons participating in the meeting to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting, may be counted in the quorum and is entitled to vote. Subject to the Act, all business transacted in this way by the members or class of members is for the purposes of these Articles deemed to be validly and effectively transacted at a general meeting or a meeting of a class of members (as the case may be). The meeting is deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting then is. Majority Shareholders’ Rights Articles 14.1 to 14.2 See section 3 above.


The directors of the Company are David Samuel, Ian Linnell, Thierry Moulonguet (Independent Director) and George Miller (Independent Director).

21

The Company will comply with its obligations under all applicable law including, without limitation, Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. See sections 5 and 6 above for additional information regarding the composition and operation of the board

20


21 Article 8 provides as follows: “There is no maximum number of directors and the minimum number of directors is one. A sole director has authority to exercise all the powers and discretions vested in the directors generally under these Articles, Table A or otherwise.”



of directors. The Company has set up a management committee

22 to direct the day-to-day

activities of the Company. The members of the management committee are David Samuel and Ian Linnell.

Proceedings of Directors Article 13.1 Subject to these Articles, the directors may regulate their proceedings as they think fit. A director at any time may, and the secretary (if any) at the request of a director shall, call a meeting of the directors. A director absent or intending to be absent from the UK may request the directors during his absence to send notices of meetings of the directors to him at an address within the UK given by him to the Company for such purposes but, in the absence of such a request, it shall not be necessary to give notice of a meeting to a director who is absent from the UK. A director may waive the requirement that notice be given to him of a board meeting, either prospectively or retrospectively. Article 13.2 Notice of a meeting of the directors, or of any committee of the directors, shall be deemed to be to duly given to a director if it is given to him personally or by word of mouth or sent in writing to him at his last known address or any other address given by him at his last known address or any other address given by him to the Company for this purpose or by giving it using electronic communications to an address for the time being notified to the Company by the director. Article 13.3 Whilst there is only one director of the Company, he shall constitute a quorum for all meetings of the directors. In any other case the quorum for the transaction of the business of the directors may be fixed by the directors and unless so fixed at any other number is two. A meeting of the directors at which a quorum is present is competent to exercise all powers, authorities and discretions for the time being vested in or exercisable by the Board. A person who holds office only as an alternate director shall, if his appointor is not present, be counted in the quorum.

22

Article 12 provides as follows: “The directors may delegate any of their powers, authorities and discretions (with power to sub delegate) to committees consisting of such persons (whether directors or not) as they think fit. References in these Articles to any committee of the directors shall include a committee of such persons and references to a director as a member of such a committee shall include such a person. Where a provision of the Articles refers to the exercise of a power, authority or discretion by the directors and that power, authority or discretion has been delegated by the directors to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee. Regulation 72 is modified accordingly.” (See Annex for full text of Regulation 72).



Article 13.4 Questions arising at any meeting of the directors shall be decided by a majority of votes. A director who is also an alternate director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote. Article 13.5 Any director may participate in a meeting of directors or a committee of directors by means of conference telephone or similar communications equipment which enables all persons participating in the meeting to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting, may be counted in the quorum and is entitled to vote. Subject to the 1985 Act, all business transacted in this way by the directors or a committee of directors is for the purposes of these Articles deemed to be validly and effectively transacted at a meeting of the directors or of a committee of directors, even though fewer than two directors or alternate directors are physically present at the same place. The meeting is deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting then is. Article 13.6 Without prejudice to the obligation of a director to disclose his interest in accordance with sections 177 and/or 182 of the 2006 Act, a director may vote at any meeting of directors or of a committee of directors on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty. Such a director shall be counted in the quorum present at a meeting when any such resolution is under consideration and if he votes his vote shall be counted. Such a director may retain for his own absolute use and benefit all profits and advantages directly or indirectly accruing to him in connection with any such matter. Article 13.7 Any written resolution as referred to in Regulation 93

23 may consist of several

documents in like form, each signed or approved by letter, facsimile or email transmission or transmission by any other form of electronic communication agreed by the board, by one or more directors entitled at the relevant time to receive notice of the relevant meeting.

23



ANNEX

A. Regulations as referred to in section 6 above Regulation 8 The company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. The directors may at any time declare any share to be wholly or in part exempt from the provisions of this regulation. The company’s lien on a share shall extend to any amount payable in respect of it. Regulation 103 Subject to the provisions of the Act

24, the directors may pay interim dividends if it appears to them that they are justified by the profits of the company available for distribution. If the share capital is

divided into different classes, the directors may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear. The directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment. Provided the directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights. B. Regulations as referred to in section 7 above Regulation 38 General meetings shall be called by at least fourteen clear days’ notice but a general meeting may be called by shorter notice if is so agreed by a majority in number of the members having a right to attend and vote being a majority together holding not less than ninety per cent in nominal value of the shares giving that right. The notice shall specify the time and place of the meeting and the general nature of the business to be transacted. Subject to the provisions of the articles and to any restrictions imposed on any shares, the notice shall be given to all the members, to all persons entitled to a share in consequence of the death or bankruptcy of a member and to the directors and auditors. Regulation 54 Subject to any rights or restrictions attached to any shares, on a show of hands every member who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative or by proxy, unless the proxy (in either case) or the representative is himself a member entitled to vote, shall have one vote and on a poll every member shall have one vote for every share of which he is the holder. Regulation 62 The appointment of a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the directors may:

24

“Act” means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force and any provisions of the Companies Act 2006 for the time being in force.


(a) in the case of an instrument in writing be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the company in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

(aa) in the case of an appointment contained in an electronic communication, where an address has been specified for the purpose of receiving electronic communications: (i) in the notice convening the meeting, or (ii) in any instrument of proxy sent out by the company in relation to the meeting, or (iii) in any invitation contained in an electronic communication to appoint a proxy issued by the company in relation to the meeting, be received at such address not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;

(b) in the case of a poll taken more than 48 hours after it is demanded, be deposited or received as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

(c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director;

and an appointment of proxy which is not deposited, delivered or received in a manner so permitted shall be invalid. In this regulation and the next, “address”, in relation to electronic communications, includes any number or address used for the purposes of such communications. C. Regulation as referred to in section 8 above Regulation 72 The directors may delegate any of their powers to any committee consisting of one or more directors. They may also delegate to any managing director or any director holding any other executive office such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the articles regulating the proceedings of directors so far as they are capable of applying. Regulation 93 A resolution in writing signed by all the directors entitled to receive notice of a meeting of directors or of a committee of directors shall be as valid and effectual as it if had been passed at a meeting of directors or (as the case may be) a committee of directors duly convened and held and may consist of several documents in the like form each signed by one or more directors; but a resolution signed by an alternate director need not also be signed by his appointor and, if it is signed by a director who has appointed an alternate director, it need not be signed by the alternate director in that capacity.


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The information in this report is provided “as is” without any representation or warranty of any kind. A Fitch rating is an opinion as to the creditworthiness of a security. This opinion is based on established criteria and methodologies that Fitch is continuously evaluating and updating. Therefore, ratings are the collective work product of Fitch and no individual, or group of individuals, is solely responsible for a rating. The rating does not address the risk of loss due to risks other than credit risk, unless such risk is specifically mentioned. Fitch is not engaged in the offer or sale of any security. All Fitch reports have shared authorship. Individuals identified in a Fitch report were involved in, but are not solely responsible for, the opinions stated therein. The individuals are named for contact purposes only. A report providing a Fitch rating is neither a prospectus nor a substitute for the information assembled, verified and presented to investors by the issuer and its agents in connection with the sale of the securities. Ratings may be changed or withdrawn at anytime for any reason in the sole discretion of Fitch. Fitch does not provide investment advice of any sort. Ratings are not a recommendation to buy, sell, or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of payments made in respect to any security. Fitch receives fees from issuers, insurers, guarantors, other obligors, and underwriters for rating securities. Such fees generally vary from US$1,000 to US$750,000 (or the applicable currency equivalent) per issue. In certain cases, Fitch will rate all or a number of issues issued by a particular issuer, or insured or guaranteed by a particular insurer or guarantor, for a single annual fee. Such fees are expected to vary from US$10,000 to US$1,500,000 (or the applicable currency equivalent). The assignment, publication, or dissemination of a rating by Fitch shall not constitute a consent by Fitch to use its name as an expert in connection with any registration statement filed under the United States securities laws, the Financial Services and Markets Act 2000 of the United Kingdom, or the securities laws of any particular jurisdiction. Due to the relative efficiency of electronic publishing and distribution, Fitch research may be available to electronic subscribers up to three days earlier than to print subscribers.

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