EBA CLEARING Shareholders Meeting Report of the Board 30 th June 2009 Contents

1. The Company’s activities in 2008 3

1.1 Introduction 3 1.2 EURO1 / STEP1 Services 4 1.3 STEP2 Services 8 1.4 Operations of the Clearing Systems 12 1.5 Other relevant matters of interest 14 1.6 Activities of Board Committees 14 1.7 Corporate matters 16 1.8 Financial situation 18

2. The Company’s activities in 2009 21

2.1 EURO1 / STEP1 Services 21 2.2 STEP2 Services 23 2.3 Operations of the Clearing Systems 25 2.4 Other relevant matters of interest 26

Table of Appendices

Appendix 1: Changes in EURO1/STEP1 participation 27 Appendix 2: List of direct participants in EURO1/STEP1 33 Appendix 3: List of STEP2 direct participants 41 Appendix 4: Annual accounts for 2008 47

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2 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board 1. The Company’s activities in 2008

The period under report is 1 st January 2008 to 31 st December 2008.

1.1 Introduction 2008 was a year of unprecedented turmoil in the financial markets. The payments business has proved resilient during the crisis – providing stable and recurring revenue for – but it has not remained unaffected by the major changes marking the financial industry as a whole.

The high profile of SEPA, the impact of regulation and the amount spent on -internal implementation and compliance pushes banks to realise savings based on the new payments infrastructure they have built. Conso - lidation of banks in different countries has further blurred the distinction of ‘cross border’ and ‘domestic’ payments. It should be noted that the credit crisis has accelerated the process of consolidation. Clearing houses and local processing centres, who are themselves under pressure to achieve return on investment, are opening their doors to payments that originate outside the country in which they have traditionally operated.

Due to SEPA, there is now a standard payment format and standard schemes that can be used for most payments sent within Europe today. The political pressure to migrate domestic payments into the SEPA schemes continues. Public authorities in a number of countries have stated that they will begin sending SEPA formats in the course of 2009.

The above factors indicate that for the first time, banking groups that have so far put a medium number of payments into three or four clearing systems can go shopping for clearing and settlement services with an aggregate number of payments exceeding a million, searching for the operator that will provide best price and highest reliability. EBA CLEARING is very well positioned to compete for this business, and for many banks is the default choice.

During the crisis period, EBA CLEARING switched to highest levels of alert - ness. The Company introduced increased levels of monitoring and established a new procedure for a daily dialogue with the ECB to ensure immediate exchange of latest information in terms of market disturbance.

The increased resilience of EBA CLEARING ensured that the Company was at all times in a position to manage the risks that could cause distur - bance to its systems and enabled the Company to react quickly and decisively in such situations where banks’ ownership changed to ensure compliance with the conditions for ongoing participation.

3 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board 1.2 EURO1 / STEP1 EURO1 provided a robust and resilient service throughout the turmoil. Volumes continued to grow and values were noticeably higher reflecting confidence in the finality and certainty of payments provided by the unique legal structure underpinning the system. The payment profiles of the participants did not change during the period under report and the release of payments was not delayed in any way by the sending banks.

Given the broad membership base within EURO1 and to avoid any mis- understandings as a result of the continuing media reports concerning banks, EBA CLEARING also had informal contact with central banks and other actors to ensure an accurate picture was obtained based on facts.

The optimisation of liquidity that the EURO1 Service provides was clearly seen as a benefit to its users and overall only two percent of the bilateral limits granted were adjusted by banks at the height of the crisis, which in turn reduced the available liquidity in the system by less than one percent. In the meantime many of these changes were reinstated as the market recognised the remedial action being taken by governments across Europe.

In terms of volume, the daily average in EURO1 decreased by three percent from December 2007 (231,663) to December 2008 (224,147) due to the migration of the settlement messages for the SCT settlement to TARGET2.

In STEP1, there was a decrease in the daily average payment volumes of 12 per cent for December 2008 compared with December 2007 due to the migration of the settlement messages for the SCT settlement to TARGET2 and also due to the reduction in the number of direct participants. Also, December 2007 had been the all-time record month for the STEP1 system.

4 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board EURO1 settlement in TARGET2

On 19 th May 2008, EURO1 successfully migrated to the TARGET2 Payments Module. At that occasion, a new agreement was entered into between EBA CLEARING and the ECB for the settlement services supplied by the ECB, thereby taking into account the requirements stemming from the Harmonised Terms and Conditions applying to TARGET2. The EURO1 Rules were adapted accordingly, and a new legal opinion on the EURO1 System Documentation under the law governing EURO1, i.e. German law, was issued.

The settlement, pre-funding and collateral arrangements continued seam - lessly and this completed a period where EURO1 had continued to harmo - niously settle with some banks operating under TARGET and others operating under TARGET2.

As a result of operating under TARGET2, the direct debit option became available for the pay-in phase of the settlement process. This was a function that banks had previously requested, but had not been possible under TARGET. Over half the direct participants have adopted this methodology. This has considerably speeded up the settlement process.

A project was launched to start planning how the settlement process (inclu - ding the liquidity bridge) and the collateral arrangements could be moved from the Payments Module to an Ancillary System Interface model.

The collateral arrangements, which are currently hosted in an internal account of the ECB outside of the Payments Module, benefit from a grand - fathering for a limited period of time and need to be revisited. Consultation with the user community via the project steering group, comprising mem - bers of the Treasury and Liquidity Group and the Operations and Technical Committee revealed concerns about the resultant timing of this migration and investigations into possible compromise solutions were started.

Liquidity Bridge

As from 7 th July, following formal approval by the ECB as overseer, two ad - ditional distribution windows were introduced within the liquidity bridge arrangements. These take place at 13.00 CET and 15.30 CET. The benefits have worked through with smoother processing for many large users of the system that had experienced queues towards the end of the day.

5 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board By doubling the number of windows there was a resultant 51 percent increase in the volume of distributions for July compared to June and a corresponding 35 percent increase in values. Banks are being encouraged to set new maximum daily direct debit limits to four times their credit cap to ensure that they can participate to the maximum in each of the four distri - bution windows.

New Releases

With Release 10.3 in June 2008 specific functionality was created to facili - tate the use of EURO1/STEP1 as a channel of choice for Euro Priority Payments. This included the capability to identify Euro Priority Payments in on-hold queues and the possibility of selectively receiving confirmation that such payments have been duly processed.

Release 10.4 in December 2008 was one of the largest ever to be applied to EURO1. The main change was the increase in output capacity of EURO1 by 40 percent. The effect has been that FIN payment messages are distri - buted faster by SWIFT-Net FIN to the receiving bank.

Another important change was the migration to use double authentication in the FIN-Copy services of EURO1/STEP1. This change was to add an additional layer of security at the messaging level between the banks and EURO1/STEP1. This was a mandatory change for all participants and sub-participants, which, had a bank not completed the migration to double authentication, would have caused all its EURO1/STEP1 payments to be rejected.

EURO1/STEP1 Directory

In response to requests from users and in order to further increase the attractiveness of EURO1, the Board agreed to create a Directory to assist banks with identifying the EURO1 / STEP1 correspondent bank for benefi - ciary banks unknown to the EURO1 / STEP1 systems. This would enable banks to route such payments via EURO1 / STEP1 and benefit from the low transaction pricing and liquidity requirements.

During the year, the form and structure of the Directory were developed at no cost to the community on the basis of alignment with the TARGET2 Directory to ensure ease of operation and usage for all participants. The SWIFT Directory Services was the model adopted.

6 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board The Directory was opened for the initial input of data concerning reachable (client) banks from October 2008. A sample file was issued in December 2008 to enable banks to test how to download and apply the data within their back offices to assist with payment routing decisions.

Participation

During the course of the year two Direct Participants withdrew from EURO1 due to mergers. This brought the number of Direct Participants to 68 at year-end.

The number of EURO1 sub-participants at the beginning of 2008 was 57. During the year, there were a number of withdrawals, primarily as a result of mergers and centralisation efforts, together with a number of inclusions as banks took advantage of the single liquidity position for their group operations. Only one managed exit of a sub-participant and its subsequent re-connection as STEP1 bank was required as a consequence of the financial turmoil. The number of sub-participants at the end of the year was 63.

As a result of the migration of the settlement of the SCT Service to TARGET2, 12 Pre-fund Participants withdrew from the EURO1 / STEP1 platform. This meant there were 11 Pre-Fund Participants at the end of the year comprising seven central banks and four commercial banks.

During the year the minimum credit cap for a STEP1 Bank was increased from EUR 1 million to EUR 2 million and the maximum credit cap was increased from EUR 25 million to EUR 50 million to enable more payments to be eligible for transmission via STEP1, including domestic traffic.

The number of STEP1 Banks at the beginning of the year was 113. At year-end , there were 108 STEP1 Banks due to ongoing consolidation in the banking industry.

There were 53 STEP1 sub-participants in January 2008. The number of STEP1 sub-participants at the end of the year remained unchanged at 53 despite several withdrawals and inclusions.

7 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board 1.3 STEP2 services EBA CLEARING continued discussions throughout 2008 with banking communities studying their migration to SEPA where the Company was well positioned to offer migration paths for credit and debit transfers. This approach helped in further evolving and positioning the STEP2 platform as a Shared Platform concept for bank communities that want to phase out their local ACH infrastructure, while maintaining for an interim period their domestic instruments and governance structures.

During 2008, EBA CLEARING focused on the ramp-up of the STEP2 SCT Service and the positioning of the STEP2 SDD Core and B2B Services. Furthermore, three work streams were launched to increase the attractive - ness of the STEP2 platform for domestic volumes.

Benchmarking : A benchmarking exercise was launched to obtain external validation that the STEP2 platform is capable of processing tens of millions of transactions per day.

Reduced Large-Volume Pricing : A pricing exercise was started with a view to providing large volume users pricing that is comparable to the domestic prices given by existing ACH operators, based on volume commitment.

Reduced SWIFTNet costs : In cooperation with SWIFT, EBA CLEARING came to an agreement that will allow banks to exchange files on the STEP2 platform at a reduced rate, taking advantage of a new bulk payment pricing.

Moreover, meetings were held throughout 2008 to discuss and define the evolution of the Multi-Purpose Pan European Direct Debit (MPEDD) Services. A set of specifications were agreed, and development started with the aim of launching two Direct Debit Services in 2009, required to support the EPC schemes. It was also agreed to create a Direct Debit Testing Partner , to facilitate banks testing activities.

With regard to volumes, in December 2008 the daily average number of transactions processed across the different STEP2 services was 1,980,298 representing - an increase of 15 percent from the previous year.

8 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board XCT Service

The XCT Service on the STEP2 platform continued to offer a reliable service to a very large banking community throughout the EEA.

In December 2008, the daily average number of XCT transactions processed was 269,744 representing a decrease of 38 percent from the previous year, and the daily average value decreased from EUR 1.66 billion to EUR 1.18 billion. These payments had moved to the SCT Service.

During 2008, four Direct Participants were removed from the XCT Service, mostly due to mergers or a reorganisation within a banking group, and two additional banks joined the system. Immediate action was also taken to respond to adverse events affecting certain Indirect Participants in the context of the financial crises.

By December 2008, 106 Direct Participants and 1696 Indirect Participants from EU27 plus Iceland, Liechtenstein and Norway were connected to the XCT Service.

SEPA Credit Transfer (SCT) Service

The SCT Service was successfully launched on 28 th January 2008 with 104 participants and in December 2008, the daily average number of SCT trans - actions processed reached 281,578 with a daily average value of EUR 1.76 billion. The peak day was on 2 nd December 2008 with 390,882 transactions processed.

9 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board Throughout 2008, the SCT user community was enlarged through 10 addi - tional Direct Participants bringing the total to 114 and representing in turn 4024 Indirect Participants within SEPA.

Following on from the successful launch of the SCT Service settling in EURO1/STEP1, the subsequent launch of the settlement of the second cycle of the SCT Service took place on 5 th May 2008. With the launch of this processing cycle, 10.4 percent of the payments were processed same day representing 11.4 percent of the value.

By the end of the year, the proportion of payments processed same day had grown to 16.8 percent and accounted for 17.6 percent of the value.

In December 2008, the SCT Service migrated to TARGET2 for settlement, coupled with the introduction of a new Multilateral Netting Module (MNM). The number of settlement incidents involving STEP1 banks was reduced. It also speeded up the time that settlement took allowing a quicker distribution of files, and reducing liquidity requirements of 64 banks to zero.

In 2008, the SCT Service was also updated to be compliant with the SCT Rulebook 3.2 for February 2009.

XCT to SCT Migration

In the first months of 2008 there was a rapid shift of traffic from the XCT Ser - vice to the SCT Service as many banks, in particular banks from Luxem - bourg, took advantage of format harmonisations due to SEPA.

10 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board By June 2008, volumes remained relatively stable. The consolidated daily average number of processed transactions in the XCT and SCT Services was 551,322 in December 2008, which constitutes an increase of 27 percent to the STEP2 XCT transactions of December 2007.

Migration of domestic volumes

Italian Credit Transfer (ICT) Service

The ICT Service continued to provide a high-quality processing service to its user community although occasional teething problems occurred in 2008 which were subsequently fixed as part of an operational enhancement plan in cooperation with SIA-SSB.

In December 2008, the daily average number of ICT transactions processed was 1,428,976 representing an increase of 11 percent over the previous year. On a peak day, 2,463,468 transactions were processed.

In September 2008, ICT direct participation decreased from nine to eight banks, due to a reorganisation within one banking group, however indirect participation increased from 49 to 57 throughout 2008.

SEEBACH project

The Finnish banks have a stated aim of closing down their domestic pay - ments infrastructure and consolidating all their traffic in STEP2. An ongoing set of meetings were held to support this work which was started in 2007. The talks were held under the title of the SEEBACH (SEpa EBA Clearing House) project to make it clear that any developments that are performed should not be seen as Finnish but should be open to banks across SEPA on an optional basis.

In order to support the work, two main features were required to give equi - valent processing levels as found in today:

 night-time settlement,  an Additional Optional Service allowing up to 10 occurrences of remittance information, and so allowing an originator to send one payment for multiple invoices.

These features went live on the 8 th December 2008.

11 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board 1.4 Operations of the The central systems, operated by EBA CLEARING in conjunction with Clearing Systems SWIFT and SIA-SSB, performed throughout the year fully in line with the service level agreements. The steep increase in volumes year on year has had no impact on the speed of processing of the central systems.

The volumes and values sent via the SWIFT Central System were well in line with the recommended target figures as indicated in EBA CLEARING’s Code of Conduct for the EURO1/STEP1 Services. The average EURO1 end-of-day settlement completion time remained almost stable at 16:24 CET.

The settlement of the XCT and SCT Services has had no negative impact on the robust functioning of the operational process as a whole. The adjust - ment of the processing times within the SCT Service and the additional arrangements for Pre-Fund Participants during the period up to 8 th December 2008 operated smoothly and caused no disruption within the EURO1/STEP1 processing.

Investigations and Customer Support

In 2008, the Investigations and Customer Unit (ICU), the single point of contact for all live Services, registered and followed-up over 4000 inquiries. The 42 percent increase over 2007 can be attributed mainly to the imple - mentation of the SCT Service in January 2008, the introduction of multiple settlement cycles in May 2008 and the live deployment of the MNM.

12 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board The usage of the online ICU inquiry service was broadened and continued to meet customer requirements. More specific information can be found under ‘customer support’ on the website of EBA CLEARING at www.ebaclearing.eu .

Contingency procedures

In the course of 2008, the end-of-day settlement contingency procedures of all EURO1 banks were successfully tested. These mandatory tests are an integral part of EBA CLEARING’s test environment and include the involve - ment of the ECB’s Euro Payment Mechanism helpdesk (until 19 th May 2008) and of the TARGET2 Service Desk (since 19 th May 2008). In co- operation with the Audit and Finance Committee, a new set of tests following the same standard has been prepared for 2009.

In addition, EBA CLEARING continued to organise bi-monthly fallback settlement tests that all participants were able to use on a voluntary basis.

Dual Operating Centres

EBA CLEARING has continued to perform its daily tasks in parallel for all systems from both operating centers. Machine and staff rotation were conducted regularly in order to keep both teams familiar with the two environments. All changes and switches have been fully transparent to bank participants.

On normal working days, operations staff is available from 06:15 to 19:00 CET. In addition, a 24/7-telephone hotline is in place to undertake emer - gencies outside standard operating hours.

Enhanced Resilience

In anticipation of growing volumes coming from domestic pockets of traffic, an operational enhancement plan was launched in mid-2008 in close co- operation with SIA-SSB. The actions that followed included enhancements in the area of system and application monitoring, review of architectural components, a staff exchange program between EBA CLEARING and SIA-SSB and a revision of the STEP2 disaster recovery infrastructure.

13 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board Furthermore, EBA CLEARING continued to test throughout 2008 its layers of resilience allowing for continued business control under extreme circum - stances. Moreover, participation took place in various industry-wide busi - ness continuity events, in order to enhance the internal disaster recovery and emergency procedures.

1.5 Other relevant A SEPA information session for all participants in EBA CLEARING systems th matters of interest was held on 11 September 2008, where details were given on the ramp-up and enhancements of the SCT Service, as well as an update on the M-PEDD project.

In view of Slovakia taking up the euro currency, a road show was organised in Bratislava, where all EBA CLEARING services were presented.

At EBAday in June and at Sibos in September 2008, EBA CLEARING provided an update on its new SEPA offerings to the European banking industry.

EBA CLEARING participated in the ECB-led initiative to complete an infra - structure self-assessment to demonstrate compliance with four criteria published by the Eurosystem in the 5 th Progress report on SEPA. EBA CLEARING’s Self Assessment of SEPA Compliance is available for down - load on the EBA CLEARING website at www.ebaclearing.eu .

1.6 Activities of Board Operations and Technical Committee (OTC) Committees The Committee convened three times during 2008. The main subjects of discussion were the migration to double authentication, the EURO1 settle - ment migration to TARGET2, the EURO1/ STEP1 directory and the usage of FIN requests and reports.

Further, the OTC approved EURO1 / STEP1 change requests, including IWS enhancements. The OTC was also advised on the evolution of the STEP2 platform and in particular on the SCT settlement in TARGET2 via the Multilateral Netting Module, the night-time settlement and the M-PEDD project.

Moreover, the Committee continued to maintain and update the EURO1/STEP1 User Manuals and had an ongoing dialogue on SEPA developments, the improvement of the fallback settlement exercises, optimisation of the EURO1 settlement processes under TARGET2, further ICU developments and enhanced incident communication.

14 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board Strategy and Policy Committee (SPC)

The Committee held three meetings in 2008. Meetings mainly covered the business objectives for 2008 for the various services of the Company and a number of urgent policy matters.

With regard to the EURO1 / STEP1 Services, the SPC recommended strengthening EURO1’s position by providing a new Directory Service via SWIFT. As an urgent policy matter, the impact of Harmonised Terms and Conditions TARGET2 on the EURO1 platform was reviewed in-depth and supportive actions by the Board were agreed.

With regard to STEP2, the need to introduce a second settlement cycle in EURO1 was assessed and subsequently recommended to the Board.

On the topics of infrastructure interoperability and consolidation, the SPC retraced a number of different ways to connect to EBA CLEARING systems, both to enhance the reach and to create access for domestic communities. In the process, the boundaries between the clearing and the settlement side of the services were drawn more clearly.

On a more general level, the SPC asked for a high level progress reporting to be set up to allow the Board to give guidance on priorities during the year.

Audit and Finance Committee (AFC)

The Committee met five times during the year to discuss, among others, the financial situation of the Company.

Furthermore, the AFC commissioned a second operational audit to Ernst & Young. Key findings will be presented to the AFC in the second quarter of 2009. Moreover, the AFC requested at the end of 2008 to organise annual meetings with SWIFT and SIA-SSB to better understand their respective audit principles.

15 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board Legal Advisory Group (LAG)

During the year 2008, four meetings of the EBA Legal Advisory Group were held. The works of the LAG have concentrated on the changes to EURO1 resulting from migration to TARGET2 for settlement and the changes to the STEP2 SCT service upon migration to ASI in TARGET2 for settlement with the interposition of the MNM. Other work streams pursued by the Group include an analysis of the requirement for and consequences of notification of the various STEP2 Services under the Settlement Finality Directive, an analysis of the impact of the Payment Services Directive on the provisions governing the systems operated by EBA CLEARING, and further work on the data protection regime for EURO1 / STEP1 and for the STEP2 Services.

Furthermore, the Group concentrated its efforts on the elaboration of the legal documentation for the STEP2 Core and B2B SDD Services.

1.7 Corporate matters The term of office of five Board Members expired at the Shareholders Meeting on 27 th June 2008.

The following Board Members were appointed by the Shareholders Meeting on 27 th June 2008 for a three-year term of office:

Jean-Paul Aeberhardt CREDIT AGRICOLE Kristine De Lepeleire KBC BANK Pip Evans BANK Olli Kähkönen BANK FINLAND Christian Westerhaus

As of 31 st December 2008 the Board was composed as follows:

Chairman: (till Shareholders Meeting in) Giorgio Ferrero 20 10

Deputy Chairman: Robert Heisterborg ING BANK 20 10

16 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board Members:

Luis Araujo CAIXA GERAL DE DEPOSITOS 2009 Daniele Danese 2009 Diarmuid Hanrahan 2009 José Luis F. Iglesias BANCO BILBAO VIZCAYA ARGENTARIA 2009 Roger Storm SKANDINAVISKA ENSKILDA BANKEN 2009 Yannick Chagnon SOCIETE GENERALE 2010 Thomas Egner 2010 Hays Littlejohn UBS AG 2010 Jean-Paul Aeberhardt CREDIT AGRICOLE 2011 Kristine De Lepeleire KBC BANK 2011 Pip Evans BARCLAYS BANK 2011 Olli Kähkönen NORDEA BANK FINLAND 2011 Christian Westerhaus DEUTSCHE BANK 2011

Diarmuid Hanrahan, Head of Payments & e-Channel Development, Allied Irish Banks, was appointed by the Board as EBA CLEARING Board member for the remaining term of office of Paul Rohan further to the resignation of the latter and further to a correspondence vote called on 12 th November 2008.

The Chairman thanks those Board Members whose mandate will terminate at the end of the present Shareholders Meeting.

The following EBA CLEARING Board meetings took place in 2008:

 18 th and 19 th February (Board Seminar)  15 th April  20 th May  23 rd September  25 th November

Transfer of shares and changes in share capital of EBA CLEARING

The following changes occurred in 2008 as far as EBA CLEARING share capital and EBA CLEARING shareholders are concerned:

On 1 st March 2008 OKO Bank was renamed as Pohjola Bank.

17 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board Sampo Bank and withdrew as EURO1 Participants and as EBA CLEARING Shareholders respectively on 23 rd March and 7 th April 2008. Their respective share in EBA CLEARING was cancelled on the day of their withdrawal and the EBA CLEARING share capital was reduced accordingly from EUR 70,000 to EUR 68,000.

With effect as of 21 st May 2008 UniCredito Italiano S.p.A. changed its name into S.p.A.

With effect as of 9 th August 2008 Erste Bank der oesterreichischen Sparkassen AG changed its name into Bank AG.

With effect as of 27 th September 2008 Creditanstalt AG changed its name into UniCredit Bank Austria AG.

The share capital of EBA CLEARING amounted to EUR 68,000 on 31 st December 2008.

Agreements between the Company and its Board of Directors

With reference to agreements subject to the procedure of Article 227-10 of the French Commercial Code and in particular agreements entered into between (i) the Company and (ii) its Chairman or one of its Directors, it is reported that no such agreement was signed by the Company during the fiscal year 2008.

1.8 Financial situation, The total assets of the Company at the end of the fiscal year 2008 (com - P&L Statement as of pared to 2007) amount to EUR 18,104,015 (17,349,677) of which EUR 31 st December 2008 5,731,508 (6,836,553) relate to current assets, and EUR 12,372,505 (10,513,124) relate to items to be amortised, in which 93 percent relate to investments in systems (see schedule attached to the balance sheet).

It is important to stress that, due to the agreement with the participants involved in M-PEDD and IWS, EUR 5,622,053 (i.e. 45 percent of the remaining amortisation burden) is already secured by those participants.

At the level of liabilities of the Company and in case this year’s profit of EUR 471,745 (448,085) after income tax is carried forward as recom - mended, owners’ equity will be EUR 1,783,414 (1,313,668).

18 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board The total of the other liabilities amounting to EUR 16,320,601 (16,036,010) include:

 two amounts reflecting recent developments:

1. the amortisation of assets that have been funded (i.e. IWS) or charged on the fiscal year for EUR 1,554,284. The presentation of the accounts under French law includes this figure in own funds as “provision règlementée”, but it is important to highlight that it will not be a stable amount for the coming years, hence the wish to isolate it in the summary herewith provided.

2. the pre-financing of parts of the intangible assets by the participants (SEPA Services) for EUR 4,296,833 (part of the “autres dettes” in the French presentation).

 Actual debts for EUR 10,469,484 (9,432,714)

1Please refer to the profit and With regard to the allocation of results, the Board acknowledges that the loss statement after audit as 2008 annual accounts show a profit of EUR 471,745 and recommends to enclosed separately. the Shareholders Meeting to carry forward the profit 1.

Systems Revenues

The total revenue of the Company in 2008 i.e. EUR 22,163,932 increased by EUR 3,143,825 (+14 percent) compared to 2007. The new income from the SCT Service and the substantial increase in volumes in the ICT Service more than compensated the income reductions experienced in the EURO1 / STEP1 Services and the XCT Service.

A non-budgeted contribution (in “other fixed fees”) was collected on the Shared Platform.

Direct Costs

The direct costs of the systems come to EUR 13,615,433 compared to EUR 11,374,329 in 2007 (+19 percent). This more than proportional increase compared to revenues is mainly due to:

 Fees to be paid to external lawyers regarding the Company’s new SEPA offerings;

19 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board  New messaging costs in EURO1 with regard to EBA CLEARING’s accounts with the ECB;

 The reallocation of part of the telecommunication costs to the different Services as direct cost items.

Gross Margin

The Company’s gross margin in 2008 is slightly lower than expected. How - ever, at the level of EUR 8.6 million, it is 1 million higher than in 2007.

Company Costs

The Company’s operating charges were EUR 7,784,320 compared to the budget of EUR 7,827,000 (0.5 percent lower than budgeted). The main drivers for this are lower HR, travel, telecommunication costs and lower consul - tancy fees.

Results

The result before tax, at the level of EUR 764,179, is 12 percent higher than in 2007.

French corporate tax foreseen for 2008 is EUR 236,034 (31 percent of the result).

The fixed tax to be paid in Belgium (for a branch office that has no direct revenues) needs required re-adjusted. The amount of EUR 24,000 as was foreseen for 2008 was increased to EUR 30,000.

Since the creation of EBA CLEARING no dividends have been paid to the shareholders. This was also the case in 2008.

The net result after tax is EUR 471,745 for 2008 (448,085 in 2007).

20 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board 2. The Company’s activities in 2009

The following EBA CLEARING Board meetings took place so far in 2009:

 10 th February  24 th March  26 th May

2.1 EURO1 / STEP1 While the financial crisis persisted throughout the first quarter of 2009, services volumes still continued to grow albeit from a lower base figure as a result of the fall in economic activity and the switch of SCT settlement to TARGET2. As a result of the ongoing re-organisation and consolidation processes marking the industry, further changes have taken place with regard to the participation status of some banks. Their payment flows through the system have been maintained emphasising the confidence that the users have in the system.

Close monitoring of the situation continues with regular dialogues with the overseer and dedicated staff on stand-by to react to any operational issues that could potentially arise from a credit default.

As of April 2009, the daily average volume of payments for EURO1 was 219,271. This constitutes a six percent decrease compared to April 2008 (233,125). The STEP1 daily average volume reached 24,065 in April 2009, which was a decrease of 6.5 percent compared to April 2008 (25,758).

Settlement of EURO1 in TARGET2

With the expanded terms for Business Continuity now included within the Core Principles (VII), EBA CLEARING has prepared its business impact analysis and started discussions with the ECB concerning compliance. It must be said that, at the level of the requirements, for EBA CLEARING the procedures were already in place save that an exercise has been under - taken to coordinate all relevant aspects into one document. A formal over - sight assessment process will be conducted in the course of 2009 based on the Business Continuity Oversight Expectations published by the Eurosystem.

Following analysis of the responses to a questionnaire sent to all EURO1 users, the Board agreed that a request should be sent to the ECB for a short extension of the date for the migration to the Ancillary System Inter - face model for the settlement of EURO1. A date of June 2010 was requested which will take the migration out of the heavily congested change

21 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board period at the end of 2009. Banks’ resources were already stretched and the current crisis has only exacerbated the situation.

Work on analysing the legal impact of the different ASI options has been started and the project steering group is expected to assess the findings. The ECB has agreed to the extension.

Liquidity Bridge

With effect from March 2009, an enhancement to the algorithm for the calculation of the liquidity available for distribution was introduced which ensured that those banks that have not established direct debit limits with EBA CLEARING were excluded from the calculation. This has allowed for a further increase in the amount of the pre-funded liquidity being redistri- buted and a consequent reduction in both the number and value of pay - ments on-hold.

New Releases

Release 10.5 is a technical release for 2009 which will include technical corrections and upgrades to ensure compatibility with SWIFT’s Distributed Architecture programme. There will be no functional changes in this release that will affect the participants. The planned live date for this release is June 2009.

Release 10.6 is a functional release for 2009. The content is being finalised and the changes will be kept to a minimum. A functionality to process MT202 (COV) will be included in this release. The planned live date for the release is October 2009.

EURO1/STEP1 Directory

Subscription for the Directory was opened on 19 th February 2009 and the Directory was available for live download and application as of 6 th April 2009. By end of April 2009, 2,085 reachable banks were listed by 46 EURO1 and STEP1 correspondents.

22 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board The Directory also includes a full list of the BICs and branch codes of the EURO1/STEP1 participants and sub-participants. The Directory thereby provides a full listing of all banks that can be reached through EURO1/STEP1 and so helps to facilitate the EURO1/STEP1 participants’ routing of their payments.

Banks continue to commence their programs for loading the data relating to their reachable (client) banks. As a further aid for the EURO1/STEP1 community EBA CLEARING has organised the provision of an automated bulk upload solution to assist those banks with their initial population of the Directory where over 100 clients are concerned.

Participation

At the start of the year 2009, the withdrawal of UniCredit Bank Austria and Hypovereinsbank resulting from the consolidation process within the Uni - Credit Group during 2008 was implemented in the system. This required the remaining banks to pay-in an additional contribution of EUR 1 million per bank to ensure the collateral pool remained at the correct level. The pay-in could be more easily managed following the migration of EURO1 to TARGET2, since future value-dated payments can now be accepted.

The withdrawal of following its acquisition by Commerzbank took place on 11 th May 2009, but this did not require any adjustment to the collateral pool. This brought the number of direct participants to 65, but Dresdner continues as a sub-participant in the system.

2.2 STEP2 services During 2009, the main activities of the Company regarding STEP2 will be based around three work strands:

1. The launch of the SDD Core and B2B Services on 2 nd November 2009 2. The ongoing work of attracting domestic volumes to the SCT Service 3. The positioning of additional services on the STEP2 platform

Now that the SCT scheme is stable and there is certainty on the launch date of the SDD scheme, banks and domestic communities are considering how to maximise the advantage of the SEPA investments they have made.

With regard to processing domestic volumes, a benchmarking exercise was completed, proving that the STEP2 platform is capable of processing tens

23 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board of millions of payments in a day. The test revealed that EBA CLEARING’s STEP2 platform is able to process ten million transactions today with no modification. With an upgraded hardware configuration, however, it can have an output file generation of about 10 million payments per hour. Other software modifications could increase the processing speed even further.

An upgraded hardware configuration will allow for more than 50 million pay - ments to be processed and to be settled in three different cycles of less than two hours each. Given that the STEP2 platform can be configured to have even more cycles, EBA CLEARING is ready to safely feed additional payments into its system without taking a toll on performance.

Furthermore, a high-volume pricing policy is being drafted, allowing EBA CLEARING to offer competitive rates to banks that are prepared to commit large volumes to the platform.

Moreover, there is a need to capture requirements for AOS to allow SEPA schemes to facilitate the migration of existing local offerings. It is clear that many of these requirements will not be incorporated in the EPC Rulebooks, and that communities will be asked to implement them as an AOS. These communities will need an infrastructure to process the additional services.

EBA CLEARING is preparing itself to meet the demand to provide additional optional services as required to support domestic migration and value added services to meet specific user requests. Such services could include, among other, urgent payments, multiple processing cycles, browser services, e-mandates and e-billing.

Moreover, a review of the PSD compatibility of the SCT and XCT Services will be completed.

SEPA Direct Debit (SDD and B2B) Services

During 2009, there will be a major logistical and technical exercise to con - nect up to 80 Direct Participants into two new direct debit services of EBA CLEARING.

As part of the project, EBA CLEARING will also produce the legal docu - mentation, the settlement framework for the direct debit services and will create and promote SEPA Direct Debit reach for the core scheme.

EBA CLEARING will also work with domestic communities on migration issues where requested.

24 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board SEPA Credit Transfer (SCT) Service

In February 2009, the SCT Rulebook moved to release 3.2 providing missing data elements that were commonly felt to be slowing down migration to SEPA products.

Feedback from users shows that the market is preparing to use SEPA payments and infrastructure more widely which will benefit the SCT Service offered by EBA CLEARING.

2.3 Operations of the The central systems, both at the level of SWIFT and SIA-SSB, continued to Clearing Systems perform fully in line with the agreed service levels. To date, the implem entation of new settlement services has had no impact on the processing of the systems as a whole. In addition, the implementation of new hardware and software components at the level of the EURO1 / STEP1 central systems continues to demonstrate a 40 percent faster speed of processing. In addition, the interaction between the various technical platforms continues to operate smoothly.

The operational enhancement plan was successfully completed in March 2009 and EBA CLEARING is confident that these developments have contributed to an even more stable and reliable operations environment.

In order to keep pace with new threats that the industry is facing the EBA CLEARING Crisis Management procedures have also been enhanced. The procedures now include measures to monitor and handle potential pandemic situations by widening of remote access at multiple European locations, regardless of physical venue. All measures are imbedded within the relevant procedures and tested on a scheduled basis.

In co-operation with the Operations and Technical Committee, various operational upgrades are foreseen in the course of 2009 to guarantee appropriate service levels for all payments systems of EBA CLEARING.

To date, both operating centres continue to perform well and maintain their efforts to anticipate on any live incidents. Furthermore, both control centres are in preparation for the anticipated live date of the SDD and B2B Services in November 2009.

25 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board 2.4 Other relevant The rapid evolution in the means of payment initiation (e-invoicing, m-pay - matters of interest ments, EBPP etc.) and the need for banks to service their corporate customers over a broader scope of the financial value chain confront EBA CLEARING with the renewed question of what services do banks require at an infrastructure level to support their business innovations, notably in SEPA, in following years. Given the wider importance of the matter for the Company, the Board of EBA CLEARING decided to create a dedicated Board Committee to focus on topics related to innovation in payments. The Committee’s activities in 2009 will lead to recommendations to the Board on the relevance for the Company of a potential innovation as a new service opportunity.

Presentations concerning the risk mitigation and liquidity management tools available within EURO1 have taken place with the Luxembourg, Spanish, Swedish and UK communities of users. Further presentations have been arranged with French and Finnish banks.

EBAday, Sibos, and country group meetings will be used to promote the current and future offerings of EBA CLEARING. Furthermore, the Company will remain dedicated to meet individual banks to discuss their needs and offer guidance.

26 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board APPENDIX 1

Changes in EURO1/STEP1 Participation

2008

7th January BNP Paribas, Dublin branch, was connected as a STEP1 bank

28 th January Skandinaviska Enskilda Banken SA, Luxembourg, was included as a sub- participant in EURO1 under SEB

The following banks were connected to EURO1 as Pre-fund Participants:

 Banco de España  Bank of Scotland (Ireland)  Banque de France  Cassa Centrale Banca - Credito Cooperativo del Nord Est SpA  Compagnie Financière du Crédit Mutuel, Groupe ARKEA  (Deutschland) AG   Bank  Istituto Centrale delle Banche Popolari Italiane  La Poste SA de droit public  Bank  Swiss Euro Clearing Bank  Société Générale Bank & Trust 

4th February Banca Popolare di Mantova was included as a sub-participant in EURO1 under Banco Popolare Societa Cooperativa

18 th February Germany GmBH was withdrawn as a STEP1 bank

JPMorgan Bank (Ireland) PLC was included as a sub-participant in EURO1 under JPMorgan

25 th February Banca Popolare Commercio e Industria was withdrawn as a STEP1 bank

Credito Piemontese SpA was included as a sub-participant in STEP1 under Bancaperta SpA

27 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board 1st March OKO Bank was renamed as Pohjola Bank

3rd March Banca Popolare di Cremona was included as a sub-participant in EURO1 under Banco Popolare Societa Cooperativa

Banca Popolare dell’Emilia Romagna was connected to EURO1 as a Pre-fund Participant

7th March SEB Eesti Ühispank, sub-participant in EURO1, was renamed into AS SEB Pank

23 rd March Sampo Bank was withdrawn as a direct participant in the EURO1 system following its acquisition by

7th April Bank of Scotland (HBOS) was withdrawn as a direct participant in the EURO1 system

The following banks were included as sub-participants in EURO1 under : AS Hansapank, Estonia AB Bankas Hansabankas, Lithuania AS Hansabanka, Latvia

The name of AS SEB Latvijas Unibanka, sub-participant in EURO1, changed to SEB banka

21 st April Clydesdale Bank Plc was included as a sub-participant in EURO1 under Ltd

28 th April Banca Popolare di Ancona was withdrawn as a STEP1 Bank

21 st May UniCredito Italiano S.p.A. (EURO1 Participant) changed its name to UniCredit S.p.A.

19 th May JPMorgan Chase Bank NA branch was connected as EURO1 Sub- Address

28 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board 7th July Banca Carime withdrew from the STEP1 system as part of the further rationalisation of the UBI Banca Group

4th August Banca Antonveneta withdrew from STEP1 and became a Sub-Participant in EURO1 under Banca Monte dei Paschi di Siena

9th August As the result of a corporate restructuring the EURO1 Participation of Erste Bank der oesterreichischen Sparkassen AG was taken over by Erste Group Bank AG

22 nd August As a result of its acquisition by Bank the name of American Express Bank GmbH (STEP1 Bank) was changed to Standard Chartered Bank (Germany) GmbH

22 nd September As a result of further consolidation within this group Banca Agricola Manto - vana was absorbed as a branch network of both Monte dei Paschi and of Banca Antonveneta, and withdrew from being a sub-participant in EURO1

27 th September EURO1 Participant Bank Austria’s name was changed to UniCredit Bank Austria

30 th September STEP1 Bank Aktia Savings Bank PLC changed its name to Aktia Bank PLC

6th October The branch of was connected as a EURO1 Sub-Address

Banca Popolare di Bergamo withdrew from STEP1

13 th October Following its change of ownership Fortis Bank (Nederland) NV, a Sub-par - ticipant in EURO1 under Fortis Bank SA/NV (GEBA BE BB), was withdrawn from the system

20 th October Banca di Trento e Bolzano was withdrawn as a EURO1 sub-participant under Intesa Sanpaolo

29 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board 3rd November Banca di Cividale withdrew from STEP1

10 th November The former Banche Popolare Unite was withdrawn as a STEP1 Sub-Parti - cipant under UBI Banca

8th December , Netherlands was included as EURO1 Sub-Address of ABN AMRO Bank

VTB Bank (Deutschland) AG was successfully connected as a STEP1 Bank

Oberbank included as a STEP1 Sub-Address its Munich branch

As a result of operational centralisation Lloyds TSB Bank PLC Brussels withdrew as a STEP1 Bank

15 th December As a consequence of the migration of the STEP2 SCT settlement from EURO1 to TARGET2 the following PFP Banks withdrew from EURO1:

 Banco de España  Bank of Scotland (Ireland) Ltd  Cassa Centrale Banca – Credito Cooperativo Nord-Est  Compagnie Financière du Crédit Mutuel (Groupe Arkea)  Deutsche Postbank  Dexia Bank   Société Générale Bank & Trust Luxembourg  Swiss Euro Clearing Bank

22 nd December Following further centralisation at Banco Popolare SC, Banca Popolare di Mantova was withdrawn as a EURO1 Sub-Participant

The name of Fortis Banque Luxembourg (EURO1 Sub-Participant) was changed to BGL as a first step toward a new identity in the run-up to its link with BNP Paribas

28 th December Following its withdrawal as a EURO1 Sub-Participant Oldenburgische Landesbank was successfully connected as a STEP1 Bank

30 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board As a consequence of the migration of the STEP2 SCT settlement from EURO1 to TARGET2 the following PFP Banks withdrew from EURO1:

 Banca Popolare dell’Emilia Romagna  Banque de France  Credit Suisse (Deutschland) AG

As a result of the migration of the SCT settlement to TARGET2 BNP Paribas, Dublin branch withdrew as a STEP1 Bank

2009

12 th January Hypovereinsbank and UniCredit Bank Austria withdrew as EURO1 Partici - pants and became EURO1 Sub-Participants under UniCredit S.p.A.

9th February Fortis Bank Nederland was connected as a STEP1 Bank

23 rd February The name of Banca changed to UFG Banca S.p.A.

17 th March The names of the Hansabank operations of Swedbank changed:

 AS Hansapank, Estonia became Swedbank AS  AB Bankas Hansabankas, Lithuania became Swedbank AB  AS Hansabanka, Latvia became Swedbank AS

6th April Due to centralisation of group operations within Gruppo Montepaschi, Banca Toscana SpA was withdrawn from EURO1 as a Sub-Participant of Banca Monte dei Paschi di Siena

The following banks were withdrawn from EURO1 as Sub-Participants of Banco Popular Español (POPU ES MM):

 Banco de Castilla  Banco de Credito Balear  Banco de Galicia  Banco de Vasconia

31 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board Dornbirner Sparkasse Bank withdrew as a STEP1 Bank

Volkswagen Bank GmbH withdrew as a STEP1 Bank

23 rd April Compagnie Financière du Crédit Mutuel (STEP1 Bank) merged with and into Caisse Interfédérale de Crédit Mutuel to become Crédit Mutuel Arkéa

1st May STEP1 Bank Lokalbanken A/S Hilleroed changed its name to Handelsban - ken,

4th May Banco Popular France was withdrawn from EURO1 as Sub-Participant of Banco Popular Español

Oberbank AG, Bratislava was included as Sub-Address in STEP1 under Oberbank AG

ICICI Bank UK PLC withdrew as a STEP1 Bank

10 th May As a result of its acquisition by Commerzbank AG, Dresdner Bank withdrew as a EURO1 Bank and became a Sub-Participant in EURO1 of Commerz - bank

Reuschel & Co. KG, earlier a EURO1 Sub-Participant of Dresdner Bank, became a EURO1 Sub-Participant of Commerzbank

8th June Banca Popolare di Mantova S.p.A.was included as Sub-Participant in EURO1 under S.p.A.

As a result of internal restructuring STEP1 Bank Banca Popolare di Intra withdrew from STEP1 and its parent company, Veneto Banca Holding, took over its STEP1 participation

22 nd June Cassa di Risparmio della Spezia will withdraw from STEP1 as Sub-Partici - pant of Cassa di Risparmio di Firenze

32 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board APPENDIX 2

List of direct participants in EURO1/STEP1 (as from 30 th June 2009)

ABN AMRO Bank EURO1 Participant Royal Bank of Scotland, Netherlands EURO1 Sub-Address Aktia Bank plc STEP1 Bank Allgemeine Sparkasse Oberösterreich STEP1 Bank Allied Irish Banks EURO1 Participant Allied Irish Bank (GB) EURO1 Sub-Participant First Trust Bank (AIB Group UK) EURO1 Sub-Participant EURO1 Participant Amagerbanken STEP1 Bank STEP1 Bank Banca Agricola Popolare di Ragusa STEP1 Bank Banca d'Italia PFP Banca del Fucino STEP1 Bank Banca del Piemonte STEP1 Bank Banca delle Marche STEP1 Bank Banca di Imola STEP1 Bank Banca di Romagna STEP1 Bank Banca Monte dei Paschi di Siena EURO1 Participant Banca Antonveneta EURO1 Sub-Participant Banca Monte Paschi Belgio EURO1 Sub-Participant MPS Banca Personale EURO1 Sub-Participant MPS Leasing & Factoring EURO1 Sub-Participant STEP1 Bank Banca Nazionale del Lavoro EURO1 Participant STEP1 Bank Banca Popolare dell'Alto Adige / Südtiroler STEP1 Bank Volksbank Banca Popolare dell'Emilia Romagna STEP1 Bank Banca Popolare di Milano EURO1 Participant Banca di Legnano EURO1 Sub-Participant Banca Popolare di Mantova S.p.A. EURO1 Sub-Participant CdR di Alessandria EURO1 Sub-Participant Banca Popolare di Sondrio STEP1 Bank Banca Popolare di Spoleto STEP1 Bank Banca Popolare di Vicenza STEP1 Bank Banca Nuova STEP1 Sub-Participant CariPrato STEP1 Sub-Participant Banca Sella STEP1 Bank Bancaperta STEP1 Bank Banca dell’Artigianato e dell’Industria STEP1 Sub-Participant

33 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board Credito Artigiano STEP1 Sub-Participant Credito Piemontese STEP1 Sub-Participant STEP1 Sub-Participant STEP1 Sub-Participant Banco Bilbao Vizcaya Argentaria EURO1 Participant Banco BPI STEP1 Bank Banco Comercial Português EURO1 Participant Banco Cooperativo Español STEP1 Bank Banco de Sabadell EURO1 Participant Banco Español de Credito EURO1 Participant Banco Espirito Santo EURO1 Participant Banco Guipuzcoano STEP1 Bank STEP1 Bank Banco Popolare Societa Cooperativa EURO1 Participant Banca Caripe EURO1 Sub-Participant Banca Popolare di Crema EURO1 Sub-Participant Banca Popolare di Cremona EURO1 Sub-Participant Banca Popolare di Lodi EURO1 Sub-Participant Banca Popolare di Novara EURO1 Sub-Participant Banca Popolare di Verona EURO1 Sub-Participant CdR di Lucca Pisa Livorno EURO1 Sub-Participant Credito Bergamasco EURO1 Sub-Participant Efibanca EURO1 Sub-Participant Banco Popular Español EURO1 Participant Banco de Andalucia EURO1 Sub-Participant Banco Nacional de Credito EURO1 Sub-Participant Banco Santander EURO1 Participant Abbey National PLC EURO1 Sub-Participant Banco Santander, Frankfurt EURO1 Sub-Address Banco Santander Totta EURO1 Sub-Participant Bank für Kärnten und Steiermark STEP1 Bank Bank für Tirol und Vorarlberg STEP1 Bank Bank of Åland STEP1 Bank EURO1 Participant Public Company STEP1 Bank Bank of Cyprus () STEP1 Sub-Participant EURO1 Participant Bank of Tokyo-Mitsubishi UFJ (UK) EURO1 Participant Bank BPH SA STEP1 Bank Banka Slovenije PFP STEP1 Bank Banque et Caisse d'Epargne de l'Etat, EURO1 Participant Luxembourg

34 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board Banque Fédérative du Crédit Mutuel EURO1 Participant Crédit Industriel et Commercial EURO1 Sub-Participant Banque Michel Inchauspé – BAMI STEP1 Bank Banque Palatine STEP1 Bank Banque Postale, La STEP1 Bank STEP1 Bank Barclays Bank EURO1 Participant STEP1 Bank BHF-BANK STEP1 Bank Bilbao Bizkaia STEP1 Bank BNP Paribas EURO1 Participant BRED Banque Populaire EURO1 Participant Bremer Landesbank Kreditanstalt Oldenburg STEP1 Bank Caisse Nationale de Caisses d'Epargne EURO1 Participant et Prévoyance Caixa Central de Crédito Agrícola Mútuo STEP1 Bank Caixa d'Estalvis de Catalunya STEP1 Bank Caixa d'Estalvis i Pensions de Barcelona EURO1 Participant – Caixa Geral de Depositos EURO1 Participant Caja de Ahorros de Galicia STEP1 Bank Caja de Ahorros del Mediterráneo STEP1 Bank Caja Gipuzkoa San Sebastián - Kutxa STEP1 Bank STEP1 Bank EURO1 Participant Cassa di Risparmio della Provincia di Chieti STEP1 Bank Cassa di Risparmio della Provincia di Teramo STEP1 Bank Cassa di Risparmio di Asti STEP1 Bank Cassa di Risparmio di Cesena STEP1 Bank Cassa di Risparmio di Fabriano e STEP1 Bank Cupramontana Cassa di Risparmio di Fermo STEP1 Bank Cassa di Risparmio di Ferrara STEP1 Bank Cassa di Risparmio di Firenze STEP1 Bank Cassa di Risparmio di Loreto STEP1 Bank Cassa di Risparmio di Ravenna STEP1 Bank (UK) EURO1 Participant Commerzbank EURO1 Participant Commerzbank AG EURO1 Sub-Participant (formerly Dresdner Bank AG) Reuschel und Co. EURO1 Sub-Participant Confederación Española de Cajas de Ahorros STEP1 Bank Caixa d’Estalvis de Girona STEP1 Sub-Participant

35 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board Caixa d’Estalvis de Manresa STEP1 Sub-Participant Caixa d’Estalvis de Sabadell STEP1 Sub-Participant Caixa d’Estalvis de Tarragona STEP1 Sub-Participant Caixa d’Estalvis de Terrassa STEP1 Sub-Participant Caixa d’Estalvis del Penedés STEP1 Sub-Participant Caixa d’Estalvis Laietana STEP1 Sub-Participant Caixa de Manlleu STEP1 Sub-Participant Caixanova STEP1 Sub-Participant Caja de Ahorros de Asturias STEP1 Sub-Participant Caja de Ahorros de Ávila STEP1 Sub-Participant Caja de Ahorros de Castilla – La Mancha STEP1 Sub-Participant Caja de Ahorros de la Inmaculada STEP1 Sub-Participant de Aragón Caja de Ahorros de la Rioja STEP1 Sub-Participant Caja de Ahorros de Murcia STEP1 Sub-Participant Caja de Ahorros de Pollença STEP1 Sub-Participant Caja de Ahorros de Salamanca y Soria STEP1 Sub-Participant – Caja Duero Caja de Ahorros de Santander y Cantabria STEP1 Sub-Participant Caja de Ahorros de Vitoria y Alava STEP1 Sub-Participant Caja de Ahorros Municipal de Burgos STEP1 Sub-Participant Caja de Ahorros Provincial de Guadalajara STEP1 Sub-Participant Caja de Ahorros y Monte de Piedad STEP1 Sub-Participant de Córdoba – Caja Sur Caja de Ahorros y Monte de Piedad STEP1 Sub-Participant de Extremadura Caja de Ahorros y Monte de Piedad STEP1 Sub-Participant de las Baleares Caja de Ahorros y Monte de Piedad STEP1 Sub-Participant de Navarra Caja de Ahorros y Monte de Piedad STEP1 Sub-Participant de Ontinyent Caja de Ahorros y Monte de Piedad STEP1 Sub-Participant de Segovia Caja de Ahorros y Monte de Piedad STEP1 Sub-Participant del Círculo Católico de Obreros de Burgos Caja España de Inversiones STEP1 Sub-Participant Caja General de Ahorros de Canarias STEP1 Sub-Participant Caja General de Ahorros de Granada STEP1 Sub-Participant Caja Insular de Ahorros de Canarias STEP1 Sub-Participant Caja Provincial de Ahorros de Jaén STEP1 Sub-Participant Cajasol STEP1 Sub-Participant

36 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board Monte de Piedad y Caja General STEP1 Sub-Participant de Ahorros de Badajoz STEP1 Sub-Participant Crédit Agricole SA EURO1 Participant Banca Popolare Friuladria EURO1 Sub-Participant Calyon EURO1 Sub-Participant Cassa di Risparmio di Parma e Piacenza EURO1 Sub-Participant Crédit Lyonnais EURO1 Sub-Participant Emporiki Bank of Greece EURO1 Sub-Participant Crédit Coopératif STEP1 Bank Crédit Mutuel Arkéa STEP1 Bank Crédit du Nord EURO1 Participant STEP1 Bank Danske Andelskassers Bank STEP1 Bank Danske Bank EURO1 Participant Northern Bank EURO1 Sub-Participant Sampo Bank EURO1 Sub-Participant PFP Deutsche Bank AG EURO1 Participant Deutsche Bank Privat- u. Geschäftskunden EURO1 Sub-Participant PFP Dexia Bank STEP1 Bank Dexia Banque Internationale à Luxembourg EURO1 Participant DiBa Bank STEP1 Bank Djurslands Bank STEP1 Bank DnB NOR Bank (UK) EURO1 Participant DnB Nor Bank, Finland EURO1 Sub-Participant DZ Bank EURO1 Participant EFG EURO1 Participant Erste Group Bank AG EURO1 Participant Europe STEP1 Bank Europe Arab Bank, Vienna STEP1 Sub-Participant Europe Arab Bank, Paris STEP1 Sub-Participant Europe Arab Bank, London STEP1 Sub-Participant Europe Arab Bank, Rome STEP1 Sub-Participant Europe Arab Bank, Madrid STEP1 Sub-Participant Fionia Bank STEP1 Bank Fortis Bank EURO1 Participant BGL SA EURO1 Sub-Participant Fortis Bank Nederland STEP1 Bank Hamburger Sparkasse STEP1 Bank Denmark STEP1 Bank – Landesbank Hessen-Thüringen STEP1 Bank

37 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board STEP1 Bank Hellenic Bank (Greece) STEP1 Sub-Participant HSBC Bank EURO1 Participant HSBC France EURO1 Participant Crédit Commercial du Sud-Ouest EURO1 Sub-Participant Ibercaja STEP1 Bank ICCREA Banca STEP1 Bank & PFP ING Bank EURO1 Participant Bank Mendes Gans EURO1 Sub-Participant ING Bank (France) EURO1 Sub-Participant ING Bank Slaski EURO1 Sub-Participant ING Belgium EURO1 Sub-Participant ING Luxembourg EURO1 Sub-Participant Intesa Sanpaolo SpA EURO1 Participant Banca Intesa (France) EURO1 Sub-Participant Biverbanca – CdR di Biella e Vercelli EURO1 Sub-Participant Société Européenne de Banque EURO1 Sub-Participant IPAR Kutxa Rural STEP1 Bank Istituto Centrale delle Banche Popolari Italiane STEP1 Bank + PFP JPMorgan Chase Bank (Germany) EURO1 Participant JPMorgan Bank (Ireland) EURO1 Sub-Participant STEP1 Bank KBC Bank EURO1 Participant Kredietbank SA Luxembourgeoise EURO1 Participant La Poste SA de droit public PFP Landesbank Baden-Württemberg EURO1 Participant Landesbank Berlin STEP1 Bank Lloyds TSB Bank EURO1 Participant Magyar Nemzeti Bank PFP Marfin Popular Bank STEP1 Bank MashreqBank (London Branch) STEP1 Bank Narodowy Bank Polski PFP National Australia Bank EURO1 Participant Clydesdale Bank Plc EURO1 Sub-Participant EURO1 Participant National Westminster Bank EURO1 Participant EURO1 Participant Nordea Bank Finland EURO1 Participant Nordea Bank Danmark EURO1 Sub-Participant Nordea Bank Norge EURO1 Sub-Participant Nordea Bank Sweden EURO1 Sub-Participant Nordjyske Bank STEP1 Bank Nørresundby Bank STEP1 Bank

38 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board Oberbank STEP1 Bank Oesterreichische Nationalbank PFP Oldenburgische Landesbank STEP1 Bank Østjydsk Bank STEP1 Bank Philippine National Bank (Europe) Plc. (UK) STEP1 Bank Piraeus Bank STEP1 Bank Pohjola Bank EURO1 Participant Nederland EURO1 Participant Raiffeisenlandesbank Oberösterreich STEP1 Bank Raiffeisen Landesbank Südtirol PFP Raiffeisen-Landesbank Tirol STEP1 Bank Österreich AG EURO1 Participant Ringkjøbing Bank STEP1 Bank Ringkjøbing Landbobank STEP1 Bank Roskildebank STEP1 Bank Royal Bank of Scotland EURO1 Participant S-Bank STEP1 Bank Skandinaviska Enskilda Banken AB EURO1 Participant AS SEB Pank EURO1 Sub-Participant SEB AG EURO1 Sub-Participant SEB Banka EURO1 Sub-Participant SEB SA Luxembourg EURO1 Sub-Participant Skjern Bank STEP1 Bank Société Générale EURO1 Participant Société Générale Bank & Trust STEP1 Bank Société Marseillaise de Crédit STEP1 Bank Bank STEP1 Bank Sparekassen Sjælland STEP1 Bank Standard Chartered Bank EURO1 Participant Standard Chartered Bank (Germany) GmbH STEP1 Bank Steiermärkische Bank und Sparkassen STEP1 Bank Svenska Handelsbanken EURO1 Participant Swedbank EURO1 Participant Swedbank AB, Lithuania EURO1 Sub-Participant Swedbank AS, Latvia EURO1 Sub-Participant Swedbank AS, Estonia EURO1 Sub-Participant Swiss Euro Clearing Bank STEP1 Bank Sydbank STEP1 Bank STEP1 Bank Unione di Banche Italiane SCPA STEP1 Bank UBS AG (UK) EURO1 Participant UFG Banca S.p.A. STEP1 Bank UniCredit S.p.A. EURO1 Participant

39 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board Bayerische Hypo- und Vereinsbank EURO1 Sub-Participant UniCredit Bank Austria EURO1 Sub-Participant Veneto Banca Holding SCPA STEP1 Bank Vestfyns Bank STEP1 Bank Vestjysk Bank STEP1 Bank VTB Bank (Deutschland) AG STEP1 Bank Bank (UK) EURO1 Participant WestLB AG EURO1 Participant

40 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board APPENDIX 3

List of Direct STEP2 Participants (as from 30 th June 2009)

STEP2 XCT

ABN AMRO Bank NV Aktia Bank PLC Allied Irish Banks PLC Alpha Bank AE Amagerbanken AS AS SEB Bank Banca delle Marche S.p.A. Banca d'Italia Banca Monte dei Paschi di Siena S.p.A. Banca Nazionale del Lavoro S.p.A. Banca Popolare dell'Emilia Romagna Banca Popolare di Milano SCRL Banca Popolare di Sondrio Banca Popolare di Vicenza Banco Bilbao Vizcaya Argentaria SA Banco BPI SA Banco Comercial Portugues SA Banco de Sabadell SA Banco Español de Credito Banco Espirito Santo SA Banco Pastor SA Banco Popolare Società Cooperativa Banco Popular Español SA Banco Santander Totta Banco Santander, SA Bank of Cyprus Public Company Limited Banka Slovenije Banque et Caisse d'Epargne de l'Etat, Luxembourg Banque Fédérative du Crédit Mutuel Banque Raiffeisen SC Barclays Bank PLC Bayerische Hypo- und Vereinsbank AG BGL BNP Paribas SA BRED Banque Populaire Caisse Nationale des Caisses d'Epargne et de Prévoyance Caixa d'Estalvis i Pensions de Barcelona (La Caixa) Caixa Geral de Depositos Caja Madrid

41 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board Cassa di Risparmio di Parma e Piacenza S.p.A. Citibank NA Commerzbank AG Commerzbank AG (formerly Dresdner Bank AG) Confederacion Española de Cajas de Ahorros Crédit Agricole SA Crédit du Nord Crédit Lyonnais Credito Emiliano S.p.A. Danske Bank AS De Nederlandsche Bank Deutsche Bank AG Deutsche Bundesbank Dexia Bank SA Dexia Banque Internationale à Luxembourg SA DnB NOR Bank ASA DZ Bank AG EFG Eurobank Ergasias SA Fionia Bank AS Fortis Bank SA/NV Hellenic Bank Public Company Ltd. HSBC Bank PLC HSBC France ICCREA Banca S.p.A. ING Bank NV ING Belgium NV/SA ING Luxembourg SA Intesa Sanpaolo S.p.A. Istituto Centrale delle Banche Popolari Italiane JPMorgan Chase Bank N.A. Jyske Bank AS KBC Bank NV Kredietbank SA Luxembourgeoise La Poste SA de droit public Landesbank Baden-Württemberg Magyar Nemzeti Bank Narodowy Bank Polski National Bank of Greece SA National Westminster Bank PLC Natixis Nordea Bank Danmark AS Nordea Bank Finland PLC Nordea Bank Norge ASA Nordea Bank Sweden AB

42 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board Oesterreichische Nationalbank Piraeus Bank SA Pohjola Bank PLC Rabobank Nederland Raiffeisen Landesbank Südtirol AG Raiffeisen Zentralbank Österreich AG Royal Bank of Scotland PLC SEB Banka SECB Swiss EURO CLEARING Bank GmbH Skandinaviska Enskilda Banken Société Générale Société Générale Bank & Trust Société Marseillaise de Crédit Spar Nord Bank Standard Chartered Bank (Germany) GmbH Svenska Handelsbanken Swedbank AB Sydbank AS UBI Banca S.C.P.A UniCredit Bank Austria AG UniCredit S.p.A. WestLB AG

STEP2 ICT

Banco Popolare Società Cooperativa Intesa Sanpaolo S.p.A. Banca Nazionale del Lavoro S.p.A. Monte dei Paschi di Siena Leasing & Factoring Banca Monte dei Paschi di Siena S.p.A. MPS Banca Personale SPA UniCredit S.p.A.

STEP2 SCT

ABN AMRO Bank NV Aktia Bank PLC Allied Irish Banks Alpha Bank AE Amagerbanken AS

43 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board AS SEB Pank Banca d'Italia Banca Monte dei Paschi di Siena S.p.A. Banca Popolare dell'Emilia Romagna Banca Popolare di Sondrio Banca Popolare Friuladria Banco Bilbao Vizcaya Argentaria SA Banco BPI SA Banco Comercial Portugues Banco de España Banco de Sabadell SA Banco Español de Credito Banco Espirito Santo SA Banco Pastor SA Banco Popolare Società Cooperativa Banco Popular Español SA Banco Santander Totta Banco Santander, SA Bank of Aland PLC Bank of America Bank of Scotland (Ireland) Banka Slovenije BankInter SA Banque de France Banque et Caisse d'Epargne de l'Etat, Luxembourg Barclays Bank PLC Bayerische Hypo- und Vereinsbank AG BGL BNP Paribas SA BNP Paribas SA (Dublin) BRED Banque Populaire Caisse Nationale des Caisses d'Epargne et de Prévoyance Caixa d'Estalvis i Pensions de Barcelona (La Caixa) Caixa Geral de Depositos Caja Madrid Cassa Centrale Banca Cassa di Risparmio di Parma e Piacenza S.p.A. Citibank NA Commerzbank AG Commerzbank AG (formerly Dresdner Bank AG) Confederacion Española de Cajas de Ahorros Crédit Agricole SA Crédit du Nord Crédit Mutuel Arkéa

44 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board Crédit Mutuel CIC Banques Crédit Suisse Credito Emiliano S.p.A. Danske Bank AS De Nederlandsche Bank DnB NOR Bank (Finland) Deutsche Bank AG Deutsche Bundesbank Deutsche Postbank AG Dexia Bank SA Dexia Banque Internationale à Luxembourg SA DnB NOR Bank ASA DZ Bank AG EFG Eurobank Ergasias SA Emporiki Bank of Greece SA Fionia Bank AS Fortis Bank SA/NV HSBC Bank PLC ICCREA Banca ING Bank NV ING Belgium NV/SA ING Luxembourg SA Intesa Sanpaolo S.p.A. Istituto Centrale delle Banche Popolari Italiane JPMorgan Chase Bank N.A. Jyske Bank AS KBC Bank NV La Poste SA de droit public Landesbank Hessen-Thüringen Landesbank Baden-Württemberg Lloyds TSB Bank PLC Narodowy Bank Polski National Bank of Greece SA National Westminster Bank PLC Natixis Nordea Bank Finland PLC Oesterreichische Nationalbank Piraeus Bank SA Pohjola Bank PLC Rabobank Nederland Raiffeisen Landesbank Südtirol AG Raiffeisen Zentralbank Österreich AG Royal Bank of Scotland PLC

45 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board S-Bank LTD Sampo Bank PLC SEB Banka SECB Swiss EURO CLEARING Bank GmbH Skandinaviska Enskilda Banken Skandinaviska Enskilda Banken, Luxembourg Skandinaviska Enskilda Banken, Denmark Société Générale Société Générale Bank & Trust Spar Nord Bank Svenska Handelsbanken Swedbank AB Sydbank AS Tapiola Bank LTD UBI Banca SCPA UBS AG UniCredit Bank Austria AG UniCredit S.p.A. WestLB AG

46 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board APPENDIX 4

Accounts as of 31 st December 2008

The annual accounts for 2008 (and for 2007) are attached separately.

47 EBA CLEARING Shareholders Meeting 30 th June 2009 // Report of the Board Contact details

For any additional information, please contact:

Daniel Szmukler Head of Communications and Corporate Governance [email protected]

ABE CLEARING S.A.S. á capital variable (EBA CLEARING) 4 rue de Galliéra F - 75116 Paris RCS Paris B 419 020 193 No. TVA: FR 524 19020193