RULES -of- THE GUYANA ASSOCIATION OF SECURITIES COMPANIES AND INTERMEDIARIES INC.

TABLE OF CONTENTS

CHAPTER 1

INTERPRETATION

1.01-1.04Definitions

1.05 Validity

1.06 Introduction

CHAPTER 2

ADMINISTRATION

2.01 The Board

2.02-2.03 Functions of the Board

2.04-2.08 Committees

2.09-2.10 Proceedings of committees

2.11-2.14 General Manager

CHAPTER 3

3.01 Classes of membership

3.02 Qualifications for membership

3.03 Application for membership

3.04 Admission to membership

3.05 Refusal of membership

3.06 Resignation

3.07-3.10Representatives

3.11 Liability to expulsion

3.12 Change in articles, by-laws, directors or shareholders

3.13 Responsibility of members

3.14 Registered address

3.15 Voluntary liquidation

CHAPTER 4

CODE OF CONDUCT

4.01 Member to comply with relevant legislation

4.02 Independence

4.03 Material interest

4.04 Inducements

4.05 Fair and clear communication

4.06 Customers' understanding of risk

4.07 Information about member

4.08 Representatives of member

4.09 Where customer agreement required

4.10 Customer agreements

4.11 Customer rights

4.12 Suitability

4.13 Charges

4.14 Periodic information

4.15 Customer order priority

4.16 Timely execution

4.17 Best execution

4.18 Timely allocation

4.19 Fair allocation

4.20 Front running

4.21 Churning

4.22 Insider dealing

4.23 Safeguarding of customer investments

4.24 Complaints

4.25 Compliance

4.26 Supervision

4.27 Customer confidentiality

4.28 Unsolicited calls

4.29 Cessation of business

4.30 Member to observe decisions of the Board

4.31 Member to refrain from activities detrimental to GASCI

4.32 Member to act in best interests of customer

4.33 Member to report to GASCI in certain circumstances

CHAPTER 5

FINANCIAL AND ACCOUNTING REQUIREMENTS

5.01 Obligation to comply with financial and accounting

requirements

5.02 Increase in net capital and liquidity margin requirements

5.03 Member's duty to notify inability to comply

5.04 Power of Board to take action

5.05 Duty to keep accounting records

5.06 Records to be kept up to date

5.07 Audit trail

5.08 Retention of records

5.09 Customer money

5.10 Customer bank accounts

5.11 Members to keep separate accounts for every customer

5.12 Annual financial statements

5.13 Availability of accounts for inspection

5.14 Quarterly Reporting Statements

5.15 Submission of annual accounts

5.16 GASCI 's right to demand documents

5.17 Power of GASCI to make spot checks

5.18 Power of person authorised by GASCI

CHAPTER 6

6.01-6.06 Introduction

6.07 Admission to Official List

6.08 Application for admission to Official List

6.09-6.10 Listing Undertaking

6.11 Listing fees

6.12 Authorised representatives

6.13 Suspension of listing by GASCI

6.14 Request by company for suspension

6.15 Lifting of suspension

6.16 Delisting by GASCI

6.17-6.18Membership of Listing Committee

6.19 Functions of Listing Committee

6.20-6.21Proceedings of Listing Committee

6.22-6.27Meetings of Listing Committee

6.28 Disclosure of interest

6.29 Confidentiality

6.30 Powers of Board

6.31 Qualifications for admission to Official List

6.32-6.43Equity securities

6.44-6.48Corporate debt securities

6.49 Debt securities other than corporate debt securities

CHAPTER 7

TRADING RULES AND OPERATIONS

7.01 General rules

7.02 Trading limited to members and representatives

7.03 On-floor trading

7.04 Off-floor trading

7.05 Single price opening auction

7.06 Imbalance in Orders

7.07 Indicated opening price

7.08 Execution of "Market Opening Orders"

7.09 Execution of limit orders

7.10-7.12Pre-trade and post-trade publication by GASCI

7.13 Cross trades

7.14-7.15Block trades

7.16 Trade reports

7.17 Trade confirmation

7.18 Rescission

7.19- 7.21Transaction contracts and broker transfer form

7.22 Settlement of transactions

7.23 Procedures for enforcement of transactions

7.24 Ex-dividends, ex-rights, etc

CHAPTER 8

8.01 Meaning of member in this Chapter

8.02 Establishment of Disciplinary Committee

8.03 Co-operation of member required

8.04 Powers of Disciplinary Committee

8.05 Power of Board to expel or suspend

8.06 Institution of disciplinary proceedings

8.07 Jurisdiction of Disciplinary Committee

8.08 Secretary

8.09 Statement of the allegations of fact and law

8.10 Exchange of evidence

8.11 Notice of hearing

8.12 Admission of charges

8.13 Attendance

8.14 Standard of proof

8.15 Evidence and directions

8.16 Conduct of hearing

8.17 Record of hearing

8.18 Decision

8.19 Costs

8.20 Right of appeal against finding charge is proved

8.21 Right of appeal on penalty or costs

8.22 Time for appeal

8.23 Notice of appeal

8.24 Appeal proceedings by written submissions

8.25 Powers of the Council

8.26 Finality

8.27 Disputes between members

CHAPTER 9

PAYMENT OF FEES LEVIES AND CHARGES

9.01-9.02 Fees, levies and charges

9.03 Amount

9.04 Revision

9.05 General Notice

FIRST SCHEDULE

LISTING UNDERTAKING

SECOND SCHEDULE

LISTING FEES

THIRD SCHEDULE

FORMAT OF THE ORDER BOARD FOR TRADING

FOURTH SCHEDULE

CHANGE HISTORY