Rulebook

Definitions

The following words and phrases used in this Rulebook (the "Rulebook") shall have the meanings ascribed to them below:

"Agent" means a third party nominated and authorized by a Client to act on its behalf to place Orders on the OTF, where the Client remains fully responsible for all actions of its Agents.

"Appeals Panel" means a panel constituted in accordance with Rule 25.4.

"Bilateral" refers to an arrangement directly between two Clients without the involvement of a clearing house, where Mantha GmbH acts solely as a principal using its own funds.

"Block Trade" means a transaction executed on a regulated market, MTF, or OTF which is privately negotiated off-platform according to the rules of the relevant platform but is not an EFP or an EFS. Mantha GmbH executes Block Trades as principal using its own capital.

"BTM" means CME Direct Trading System for energy products.

"Client" means an entity which has been granted access to the OTF by Mantha GmbH, where such entity is duly licensed and authorized under applicable financial regulations (including but not limited to MiFID II and Swiss FMIA).

"Defence" means as defined in Rule 21.3.

"Delegated Regulation EU 2017/583" and "Delegated Regulation EU 2017/584" mean the respective EU regulations as referenced, with Mantha GmbH ensuring compliance where applicable under Swiss law.

"Direct Electronic Access" or "DEA" means an arrangement where a Client permits a person to use its trading code to electronically transmit orders directly to the OTF, with Mantha GmbH monitoring all DEA activity for compliance.

"Disciplinary Notice" and "Disciplinary Panel" mean as defined in Rules 21.2 and 22.1, respectively.

"Eligible Counterparty" means as defined in Article 30 of MiFID II, where Mantha GmbH deals exclusively with Professional Clients and Eligible Counterparties.

"Exchange For Swap" or "EFS" means a privately negotiated transaction in a futures contract contingent upon the simultaneous execution of a corresponding OTC swap, executed by Mantha GmbH as principal.

"GDPR" means Regulation (EU) 2016/679, with Mantha GmbH complying with Swiss data protection laws and GDPR where applicable.

"Mantha" or "Mantha GmbH" means Mantha GmbH, a proprietary trading firm acting as principal in all transactions, using its own funds, and not handling client money or providing investment advice.

"Group" means any set of companies under common control, where Mantha GmbH operates independently as a proprietary trading entity.

"MiFID II" and "MiFIR" mean Directive 2014/65/EU and Regulation 600/2014, respectively, with Mantha GmbH ensuring compliance where applicable under Swiss law.

"Client Representative" means any authorized individual acting on behalf of a Client, with Mantha GmbH holding Clients responsible for their Representatives' actions.

"OTC" means transactions not executed on a regulated market, where Mantha GmbH acts as principal.

"OTF" means Mantha GmbH's Organised Trading Facility, operated in compliance with Swiss FMIA and relevant EU regulations.

"Order" means a firm, actionable indication of interest submitted to the OTF, where Mantha GmbH executes Orders as principal.

"Passwords" means as defined in Rule 10.1.

"Pricing Committee" means a committee comprising representatives of five Clients (excluding parties to the relevant transaction), selected by Mantha GmbH to resolve pricing disputes.

"Product" means a Bilateral, financial, or physical contract (including swaps, forwards, CFDs, and options) made available for trading by Mantha GmbH on the OTF, where Mantha GmbH acts as principal.

"Professional Client" means as defined in Article 4(1)(10) of MiFID II, with Mantha GmbH dealing exclusively with Professional Clients and Eligible Counterparties.

"Rules" means the rules set out in this Rulebook.

"Sleeve" means a transaction structure where Mantha GmbH interposes as principal to facilitate transactions between counterparties with credit limitations.

"Spot" means as defined in Article 7(2) of Commission Delegated Regulation (EU) 2017/565.

"Transaction" means a completed contract arising from the matching of Orders on the OTF, where Mantha GmbH acts as principal.

"UTC" means Coordinated Universal Time.

"Voice" means communication via telephone, instant messenger, or email.

OTF Trading Rules

General

1.1. Mantha GmbH operates an OTF offering trading in commodity products, acting exclusively as a principal using its own funds. The OTF incorporates the BTM electronic system with broker support.

1.2. This Rulebook relates to the use of Mantha GmbH's OTF. Cleared Block Trades are arranged separately and not through the OTF.

1.3. This version of the Rulebook supersedes all prior versions. Mantha GmbH shall operate the OTF with due skill, care, and diligence, in good faith, and in compliance with Swiss FMIA and applicable regulations.

1.4. The Rules shall be interpreted to promote:

  • An orderly market;

  • High standards of integrity and fair dealing;

  • Protection for all market participants.

1.5. Mantha GmbH may amend this Rulebook with two weeks' notice to Clients. Continued use of the OTF constitutes acceptance of amendments.

1.6. Clients are responsible for all acts of their Client Representatives.

1.7. All times refer to local Geneva time (CET/CEST).

1.8. This Rulebook is governed by Swiss law. In case of conflict with Mantha GmbH's terms of business, this Rulebook prevails.

Market Surveillance

2.1. Mantha GmbH monitors all OTF activity to prevent market abuse, manipulation, or insider dealing in compliance with MAR (EU 596/2014) and REMIT (EU 1227/2011).

2.2. Mantha GmbH may:

  • Investigate alleged breaches;

  • Report suspicious activity to competent authorities (e.g., FINMA, AMF, ACPR);

  • Suspend Clients pending investigations.

Instruments

3.1. The OTF offers trading in Commodity Derivatives, including:

  • Energy Commodity Forwards/Options/Swaps

  • Oil, Natural Gas, and other commodities

3.2. Mantha GmbH may suspend or remove instruments, notifying Clients promptly.

Admission for Trading

4.1. Clients must:

  • Provide KYC/AML documentation (certificate of incorporation, directors list, financial statements, shareholders);

  • Demonstrate regulatory compliance (e.g., MiFID II license if EU-based);

  • Maintain technical and operational capability for OTF access.

4.2. Individuals are ineligible for OTF access.

Direct Electronic Access (DEA)

5.1. Clients providing DEA must:

  • Be authorized as an investment firm or credit institution;

  • Supply details of DEA users for suitability assessment.

5.2. Clients remain liable for all DEA activity.

Ongoing Notification Requirements

6.1. Clients must notify Mantha GmbH of:

  • Changes affecting fitness/propriety (e.g., regulatory status, ownership);

  • Breaches of Rules or suspicious activity;

  • Insolvency proceedings.

6.2. Clients must comply with pre-trade controls (price/volume/value limits) per EU 2017/584.

Systems, Controls, and Credit

7.1. Clients must maintain:

  • Adequate risk management systems;

  • Qualified trading staff;

  • Technical compliance with OTF requirements.

Transparency

8.1. Mantha GmbH displays bid/offer prices with full market depth, subject to MiFIR waivers for:

  • Illiquid contracts;

  • Large-in-scale Orders;

  • EFP/EFS transactions.

Use of the OTF

9.1. Orders may be submitted via BTM or Voice, with Mantha GmbH acting as principal in all executions.

9.2. Mantha GmbH brokers may:

  • Match Orders discretionarily;

  • Facilitate Sleeve trades for credit-challenged counterparties;

  • Reject erroneous or off-market Orders.

9.3. Clients have no ownership rights in the OTF beyond usage.

Clearing

10.1. Cleared trades are arranged separately per Mantha GmbH's terms of business.

Suspension of Trading

11.1. Mantha GmbH may suspend trading or Client access for:

  • Regulatory compliance;

  • Market integrity;

  • Client misconduct.

Regulatory Reporting and Data Protection

13.1. Clients must provide LEI, trader identities, and hedging details for MiFIR/EMIR reporting.

13.2. Mantha GmbH complies with GDPR and Swiss data protection laws, encrypting personal data and restricting access.

Conformance Testing

14.1. Clients must undergo testing before accessing the OTF and after significant system updates.

Commodity Derivatives Positions

15.1. Mantha GmbH monitors Client positions for MiFID II compliance and may require position reductions or liquidity provision.

Best Execution

16.1. Mantha GmbH seeks best execution for Clients, considering:

  • Liquidity, order size, speed, likelihood of execution;

  • Market conditions and cost.

Intra-day Volatility Mechanism

17.1. The OTF includes price boundaries for energy commodities per EU 2022/2576, preventing excessive intraday price movements.

Dispute Resolution

18.1. Clients may resolve disputes via:

  • Direct negotiation;

  • Pricing Committee (for off-market prices);

  • ICC Arbitration (Geneva, English, Swiss law).

Disciplinary Proceedings

21. Initiation of Proceedings 21.1 Disciplinary proceedings may be initiated when Mantha GmbH reasonably believes a Client has: a) Violated any provision of this Rulebook; b) Engaged in market abuse, manipulation, or other improper conduct; c) Failed to meet regulatory or compliance obligations; d) Provided false or misleading information; or e) Otherwise acted in a manner detrimental to the integrity of the OTF.

21.2 The Compliance Officer shall issue a written Disciplinary Notice to the Client, specifying: a) The alleged violation or misconduct; b) A summary of supporting facts; c) The Client's right to respond; and d) The potential consequences.

22. Client Response 22.1 The Client shall have twenty (20) business days from receipt of the Disciplinary Notice to submit a written Defence, which must: a) Address each allegation; b) Include any supporting evidence; and c) Propose any mitigating circumstances.

22.2 Failure to respond within the specified period shall be deemed an admission of the allegations.

23. Disciplinary Panel 23.1 A Disciplinary Panel shall be constituted to review the case, consisting of: a) One independent chairperson (preferably with legal or regulatory expertise); b) Two industry professionals with no conflict of interest; and c) No Mantha GmbH employees or directors.

23.2 The Panel shall: a) Review all evidence and submissions; b) Conduct hearings if necessary; c) Apply the standard of proof on the balance of probabilities; and d) Issue a written decision within thirty (30) days of the final hearing.

24. Sanctions 24.1 The Disciplinary Panel may impose one or more of the following sanctions: a) Written warning or reprimand; b) Suspension of OTF access for a defined period; c) Permanent expulsion from the OTF; d) Financial penalties up to €100,000; or e) Any combination of the above.

24.2 Sanctions shall be proportionate to the severity of the violation and the Client's disciplinary history.

25. Appeals Process 25.1 A Client may appeal a Disciplinary Panel decision by submitting a written Notice of Appeal within fourteen (14) days of the decision, specifying: a) The grounds for appeal; and b) Any new evidence not previously available.

25.2 An Appeals Panel shall be constituted with similar independence requirements as the Disciplinary Panel.

25.3 The Appeals Panel may: a) Uphold the original decision; b) Modify the sanction; or c) Remand the case for rehearing.

25.4 The Appeals Panel's decision shall be final and binding.

XV. CLOSING PROVISIONS

26. Severability 26.1 If any provision of this Rulebook is found to be unenforceable, invalid, or illegal, the remaining provisions shall remain in full force and effect.

27. Amendments 27.1 Mantha GmbH reserves the right to amend this Rulebook at any time to: a) Comply with changes in applicable laws or regulations; b) Reflect changes in market practice; or c) Improve the operation or integrity of the OTF.

27.2 Amendments shall be communicated to Clients at least fourteen (14) days prior to their effective date, except where immediate changes are required by law.

27.3 Continued use of the OTF after the effective date of any amendment shall constitute acceptance of the amended terms.

28. Governing Law and Jurisdiction 28.1 This Rulebook and all transactions conducted on the OTF shall be governed by and construed in accordance with Swiss law.

28.2 Any disputes not resolved through the disciplinary or appeals process shall be finally settled by arbitration in Geneva, Switzerland under the ICC Rules of Arbitration.

28.3 The language of any arbitration shall be English.

28.4 Swiss courts in Geneva shall have exclusive jurisdiction over any matters not subject to arbitration.

29. Entire Agreement 29.1 This Rulebook, together with Mantha GmbH's general terms of business, constitutes the entire agreement between Mantha GmbH and its Clients regarding the use of the OTF.

30. Effective Date and Version Control 30.1 This version of the Rulebook is effective as of 02.23.25

30.2 Previous versions are superseded and have no further effect.

30.3 Mantha GmbH maintains a version history available upon request.