We thank you for trusting us and welcome you as a new Customer to SEB Gyllenberg!

Transcription

1 = = = = = CUSTOMER AGREEMENT OF SEB GYLLENBERG We thank you for trusting us and welcome you as a new Customer to SEB Gyllenberg! Please find attached SEB Gyllenberg s Customer Agreement for your signature. We ask you to please fill in your personal details and/or check whether the information is correct. Please acquaint yourselves with the Terms and Conditions of the Agreement and return the signed Agreement to SEB Gyllenberg. By signing, you agree to be bound by the Terms and Conditions of the Agreements. Pursuant to the Finnish Act on Investment Firms and to authority regulations, SEB Gyllenberg has a duty to identify its Customers. Attached to the Agreement, we ask you to submit to SEB Gyllenberg a copy of your valid driver s license, passport, or other official identification card (this applies also to the persons given right of use). Corporate clients in addition are asked to return a number of documents listed in the agreement. The Agreement can be returned as following: Mail: SEB Gyllenberg WMO, PL 630, FI Helsinki (scanned): sebgyllenberg@seb.fi Fax: +358-(0) We are happy to answer any questions you may have. Our Customer Service is at your disposal during business hours at , or at our toll-free service number Current information on the service selection of SEB Gyllenberg is also available at our web pages at. Yours sincerely, SEB GYLLENBERG Petteri Karttunen Managing Director Appendices: Customer Agreement Appendices mentioned in the Agreement

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3 CUSTOMER AGREEMENT Type of Agreement =====Customer Agreement A custody for securities and cash account is opened at SEB Gyllenberg for the Customer. For the custody and cash accounts, security orders and for other investment services provided to the Customer we apply the terms and conditions of the customer agreement and the account terms of the cash account. =====Monthly Fund Savings Agreement Within the Monthly Fund Savings Agreement the Customer becomes a Customer of SEB Gyllenberg and can subscribe funds using reference numbers. The fund range available for saving is found in the confirmed Agreement and from SEB Gyllenberg s Internet pages. Customer Details Name of Customer Social security number c/o Visiting address Postal code and post office Country Contact person* Citizenship Country of taxation** Phone number Mobile phone number Fax*** address*** Occupation**** =====Employded =====Self-employded =====Retired =====Other, what: Employer**** Bank and Account Number (always to be filled) IBAN BIC * To be filled if the Customer is a corporation or under guardianship. ** Country, where the Customer has unlimited tax liability. *** The Customer acknowledges that communication using facsimile and are subject to special risks if, e.g., the message does not reach the recipient, or the message may be acceded by third parties, or a third party may alter the contents of the message. SEB Gyllenberg may also use the given address for marketing purposes. **** To be filled if the Customer is a private person Web Service =====The Customer will receive the user and identification codes for SEB Gyllenberg s Web Service (free of charge). The reporting will take place primarily through the web services. [To be returned to SEB Gyllenberg]

4 Transfer of Informatioin SEB Gyllenberg is entitled to transfer information concerning the Customer in accordance with the legislation valid from time to time. Signature The Customer is acquainted with this agreement and the appendices and approves them and agrees to comply with them. The signed agreement shall be returned to SEB Gyllenberg. This agreement comes into effect when SEB Gyllenberg has accepted it and is in force for the present. SEB Gyllenberg sends the Customer a confirmation of the acceptance of the agreement. The Customer s legal representatives shall sign the agreement on behalf of a corporation or a person under guardianship. Place and date Signature of Customer Clafification of Customer s signature Appendices Power of attorney form (to be returned to SEB Gyllenberg) Factual beneficiary form (to be returned to SEB Gyllenberg) Information about SEB Gyllenberg and the products and services provided by SEB Gyllenberg Information about giving and receiving orders SEB Gyllenberg companies price list (does not apply to the monthly fund savings agreement) Terms and Conditions of the Customer Agreement (does not apply to the monthly fund savings agreement) Account Terms of the Cash Account (does not apply to the monthly fund savings agreement) Standard General Terms and Conditions for Euro-Denominated Payments Transmitted within the Single Euro Payments Area Standard General Terms and Conditions Applied in Finland to Outgoing and Incoming Non-Euro Payments SEB Gyllenberg is on the basis of legislation concerning credit institutions and investment firms obliged to identify and know every client. We ask you to attach to the agreement a copy of a valid identification card issued by the authorities for the person signing the agreement and the contact person. Acceptable identification cards include passport, driver s licence, identification card with photo. If the client is under guardianship, please attach copies the identification cards of the trustees. In addition to the above, a corporation shall attach a valid registration extract for the corporation or foundation articles of association or rules minutes of the board of directors meeting, or other relevant decision making body, where it can be noted that a decision on entering into a customer agreement with SEB Gyllenberg and on persons authorized to make decisions in the name of the corporation have been made. Concerning a possible factual beneficiary, also a copy of an identification card and clarification of the factual beneficiary must be attached. A factual beneficiary is a person, for whom the agreement is made, or a person, who has a control over a corporate client. A person has control over a corporate when he has more than 25 percent of the voting rights produced by the shares or participations of the organization and the majority of voting rights is based on ownership, membership, the articles of association, a partnership agreement or corresponding rules or some other agreement; or when the person has the right to appoint or dismiss a majority of the members of the board of directors or of a corresponding body of an organization or of a body with this right. [To be returned to SEB Gyllenberg]

5 POWER OF ATTORNEY Appendix to Customer Agreement Name of Customer I/we authorize the following persons to use the aforementioned Custody and the Book-Entry and Cash Accounts related thereto, and to assign orders for and on behalf of me/us. Attached to the Agreement, we ask you to submit to SEB Gyllenberg a copy of a valid driver s license, passport, or other official identification card of the person/persons given right of use. Right of use (1, 2, 3, 4) (definitions below) Social security number Name Specimen signature Please note: All fields in a row must be filled. 1. PoA alone 2. PoA two together 3. PoA together with a person specified in group 1 4. Other: (appendix) Amendments to this Appendix shall be concluded with a new appendix dated on a later date. Place and date Signature of Customer of his/her legal representative Signature Signature Notes:

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7 FACTUAL BENEFICIARY (For example owner of a joint stock company) Appendix to Customer Agreement Name of Customer This form shall only be completed, if the Client has a factual beneficiary. Most often this is the case, when the Client is a joint stock company, where somebody owns more than 25 % of the stocks or the votes. If the Client is an estate of a deceased, the partners of the estate can be factual beneficiaries. A factual beneficiary is a person, for whom the agreement is made, or a person, in who s mastery a corporate client is. A person has mastery, when he own stocks or shares entitling him to more than 25 percent f the votes regarding ownership, membership, statues of association, shareholder s agreement or another agreement, or the right to name or fire the majority of the members in the board of the corporation or a similar organ or in an organ with this right. We ask you to state the factual beneficiaries in the table below. Social security number Name Share of stocks or votes As an appendix we ask you to deliver to SEB Gyllenberg a copy of a valid identification card issued by the authorities for the factual beneficiary. Amendments to this Appendix shall be concluded with a new appendix dated on a later date. Place and date Signature of Customer of his/her legal representative Signature Signature Notes:

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9 INFORMATION ON SEB GYLLENBERG AND ON PRODUCTS AND SERVICES PROVIDED This notice and contractual terms and conditions include the advance information required by the provisions of the Finnish Securities Markets Act, the Finnish Act on Payment Services and the Financial Supervisory Authority as well as Chapter 6a sections 6-9 of the Finnish Consumer Protection Act that must be submitted to the client before concluding an agreement. Product-specific information (description and main characteristics of the product, fees and expenses to be collected, taxation, etc.) are available at SEB Gyllenberg (at the address referred to below, or in the Internet at ). The Terms and Conditions of the Agreement are always enclosed in the material submitted to the client. Information on the service provider The SEB Gyllenberg companies consist of an investment firm, a fund management company and a Finnish branch of a foreign credit institution. The basic information of the companies is as follows: Company Business ID Primary line of business SEB Gyllenberg Asset Management Ltd asset management SEB Gyllenberg Fund Management Company Ltd management of investment funds Skandinaviska Enskilda Banken AB (publ) Helsinki Branch credit institution All SEB Gyllenberg companies have been entered into the Trade Register maintained by the Finnish National Board of Patents and Registration, and each company has a license to operate as required by law. The licenses for the investment firm and the fund management company have been granted by the Financial Supervisory Authority (or the Ministry of Finance) at the address Snellmaninkatu 6, FI Helsinki. The license for Skandinaviska Enskilda Banken AB (publ) has been granted by the Swedish Financial Supervisory Authority, Finansinspektionen, at the address P.O. Box 7821, SE Stockholm, Sweden. The SEB Gyllenberg companies belong to the SEB Group formed by the Swedish Skandinaviska Enskilda Banken AB (publ). Clients are provided with service in Finnish and Swedish. The Terms and Conditions of the Agreement and other documents are available in these languages. The agreements concluded with the clients are governed by the laws of Finland, and information on services is issued in accordance with the laws of Finland. Clients are provided with reports on services in a separately agreed manner, however, at least once a year. Financial instruments and associated risks SEB Gyllenberg offers a wide variety of different investment services and financial instruments (investment targets) to its clients. These financial instruments include, e.g., units of domestic and foreign investment funds, units of collective investment undertakings, shares, bonds (including e.g. equity linked bonds) and derivatives contracts. The provided financial instruments are typified by a risk of partial or total loss of invested capital. Past performance is not indicative for future results. The performance of units of investment funds and collective investment undertakings depends on the performance of those investment targets that the respective fund or collective investment undertaking has invested in. The most typical investment risks of different investment targets are presented below. The risks associated with a collective investment undertaking or an investment fund investing in shares are usually higher than that of a fund investing in interest-bearing instruments. Furthermore, it is possible that the development of the performance of a unit of an investment fund or a collective investment undertaking is weaker than the performance of other corresponding funds or the average market for investment targets typical for the fund. Share investments are associated with a risk of the value of the share becoming weaker or completely worthless, e.g., due to bankruptcy of the target company. The amount of dividends possibly paid to the company s shareholders varies and the payment of the dividends can also stop completely. Bonds and other interest-bearing instruments are usually associated with issuer risk and interest rate risk. Issuer risk means that the issuer of a bond is not able to pay its debt to the investors, leading to a partial or total loss of the capital invested by the investor. Normally, weakening in the issuer solvency also means that the value of a bond decreases prior to its maturity. Even if, for example, the equity linked bonds would be capital protected, the only person in charge of the capital protection is the issuer, which is not necessarily a company belonging to SEB-Group. Interest rate risk means that the market value of bonds can decrease if there is an increase in the general level of interest rates. In the assessment of risks associated with investments in foreign securities, the client must also take into account the risks associated with the custodial arrangements presented below as well as the risks associated with securities trading. SEB Gyllenberg is not liable for risks associated with trading in foreign securities, such as errors made by a foreign central securities depository, a subcustodian, or trading system. When investing outside the EEA, it should also be noted that the legislation concerning investor protection often deviates from domestic regulation to the detriment of the investor and that for example the misuse of insider information may not be prohibited. When making investments denominated in currencies other than the euro, client always bears the risks associated with currency rates. An investor should also note that all financial instruments are associated with liquidity risk, i.e., risk arising from potential difficulty in trading with a financial instrument so that its owner could realize it within a usual period of time. The liquidity risk also concerns investing in investment funds. The investor must also always take into consideration the tax risks associated with the investing. Tax laws are often open for interpretation and subject to changes. There are other judicial risks involved in investing because changes in legislation may, for example, weaken the position of the fund investor, shareholder or the bond investor. Further, events involving company law, such as mergers, demergers, share issues and changes in the articles of association, can also affect the investor s position. The same type of risk concerns also investing in funds because funds can be liquidated. Funds may even merge or demerge, or its rules can be changed.

10 The subscription and redemption of funds SEB Gyllenberg companies also mediate subscriptions for fund units to SEB Group s other funds and funds outside the Group. These funds are also used in the asset management. In the said funds, there are different types of practices for ensuring the equal treatment of fund investors in situations in which large subscriptions or redemptions cause the funds transaction costs. It is possible that the subscription or redemption price is changed to investor-specific so that the transaction costs, caused by subscription or redemption increase the subscription price or decrease the redemption price. It is also possible that for the subscription and redemption, compensation to be paid to the fund will be charged in addition to the subscription or redemption fee. Safekeeping client funds The funds of SEB Gyllenberg s clients are kept in Skandinaviska Enskilda Banken AB (publ) Helsinki Branch or on a book-entry account. Securities entered into the Finnish book-entry system are currently kept on the book-entry account in the name of the client within the account operator of OMX Broker Services AB. Skandinaviska Enskilda Banken AB (publ) Helsinki Branch currently acts as an agent to the account operator. The funds are held in a deposit account maintained by Skandinaviska Enskilda Banken AB (publ) Helsinki Branch. Client funds are kept separate from SEB Gyllenberg s own funds, and reliable books are kept from the client funds. Funds deposited on an account with Skandinaviska Enskilda Banken AB (publ) Helsinki Branch fall within the scope of the Swedish deposit insurance guarantee scheme. If the Bank becomes insolvent, the depositor is entitled to a compensation of EUR 100,000 or SEK 1,000,00, depending on the exchange rate, in which case the protection can be higher, but in no case lower than EUR 100,000. The deposit is compensated regardless of the account type or its fixed period, but the Swedish deposit protection scheme does not particularly protect assets gained from housing trade. If the deposit belongs to two or more account owners, the compensation is paid to each account owner separately. Possible claims of the bank do not affect the size of the compensation. In addition Skandinaviska Enskilda Banken AB (publ) Helsinki Branch belongs to the Investors Compensation Scheme covered by Swedish law, which is not limited to non professional clients, but covers all private persons and communities. The client is entitled to compensation, if the bank becomes insolvent and the client does not receive such securities or assets from the bank, that the bank has to keep separately from its own assets, The maximum compensation is SEK 250,000 per client in said bank. The investment firm SEB Gyllenberg Asset Management Ltd is a member of the Finnish Investors Compensation Fund, which pays a maximum compensation of EUR 20,000 to non-professional investors if investment firm becomes insolvent. Foreign securities, such as shares or units of investment funds, are normally not subscribed for in the name of the client due to regulations governing the custody system but in the name of Skandinaviska Enskilda Banken AB (publ) Helsinki Branch acting as the custodian on an omnibus account. Omnibus account arrangements used with the custody of foreign securities include legal risks that investors may find difficult to foresee. Skandinaviska Enskilda Banken AB (publ) Helsinki Branch may also use subcustodians, and consequently the custody of securities is arranged in multiple stages. Foreign custody is subject to foreign legislation and regulations. Even though SEB Gyllenberg selects the subcustodians with care, such an arrangement does include risks, especially if the foreign subcustodian becomes insolvent. For example, it is possible that the client s assets cannot be individually separated from the subcustodian s, SEB Gyllenberg s, or their other clients assets. It is possible that a client s securities are subject to security interests or set-off rights in multi-tiered custody. The realization of risks associated with custodial arrangements may lead to a total or partial loss of the capital invested by the client. Foreign custodial arrangement may not be covered by insurance protecting the investor from risks. Potential conflicts of interest SEB Gyllenberg and SEB Group offer a wide variety of different investment and financial services to their clients. Providing services simultaneously to a large client base may lead to conflicts of interest between the Group and its clients or between its clients. Appropriate measures have been taken to avoid such conflicts of interest. For example, SEB Gyllenberg and SEB Group have differentiated their databases and restricted employees access to information on other business segments services and clients. However, it is not possible to completely avoid conflicts of interest. SEB Gyllenberg s Compliance scheme supervises the management of possible conflicts of interest. SEB Gyllenberg offers discretionary asset management and investment advice services. Both types of service aim to obtain the best possible return for the client at the risk level chosen by the client. Generally, providing both types of services do not lead to any conflicts of interest because the asset management process has been designed so that the investment advice given does not conflict with measures taken in discretionary asset management. Since investment instruments largely consist of investment funds, conflicts of interest do not usually arise. SEB Gyllenberg s Compliance scheme supervises that asset management and investment advice do not improperly aim to gain advantage at the expense of the other client group and that investment counseling operation does not take advantage of insider information possibly received by asset management operation. SEB Gyllenberg s cooperation with external fund companies or others offering the services. SEB Gyllenberg has entered into cooperation agreement with various fund companies belonging to SEB-Group as well as external fund companies. On the basis of the agreements, SEB Gyllenberg can use the funds of these firms in its asset management operation as well as market the said funds in Finland and assist in the subscription and redemption of funds. The cooperation agreements usually contain clauses that entitle SEB Gyllenberg to a share in fees charged by the fund management company. SEB Gyllenberg s share in the fees varies. Clients are provided with additional information on the arrangement upon request. The fees can be a lump sum or can be a series of fees and their amount is usually calculated as a percentage of the amount invested in the fund. Also other types of products (structured products etc.), such as equity linked bonds, might include similar fee sharing arrangements. In addition to the monetary fees (in Finnish: rahamääräinen palkkio), SEB Gyllenberg can receive training from the fund company or from others who provide these services or other sales support without being separately charged. The purpose of the fees referred to herein is to improve the quality of the service provided to the clients and the fee sharing arrangements are not against the client s interest. The offering of payment services At SEB Gyllenberg, a cash account to be opened for the client with Skandinaviska Enskilda Banken AB (publ) Helsinki Branch is generally associated to the custody services of the client s securities. The interest on the account can be found in the bank s schedule of prices. The cash account is mainly intended for investment purposes but the client can also give other payment orders concerning the account. The client can transfer funds to his/her account with Skandinaviska Enskilda Banken AB (publ) Helsinki Branch only through the SEB Gyllenberg s customer asset account. SEB Gyllenberg will apply the changes in interest immediately without providing a prior notice to the client. SEB Gyllenberg will inform of the reference rate and its changes in its premises and website. The client can give payment orders in writing (the client is also responsible for this through ) or, at SEB Gyllenberg s consent, also verbally. The payment order is considered to have been received when SEB Gyllenberg has received it. If the client s payment order is received after 15:30, the order is considered to have been received on the next banking day. If carrying out the payment order requires a conversion in currency, the order is, however, considered to have been received after the change in

11 currency has been made. A Euro-dominated payment order will be transmitted to the receiver of the payment only to a Finnish bank account number or an international bank account number on the basis of a (IBAN) and BIC-code. Payments dominated in currency other than the Euro will only be transmitted on the basis of a bank account number and bank details. The bank will not check, for example, that the name given by the client for the account matches the bank account number the payer has given. Matters that concern the canceling of payment orders can be found in the transfer of payments terms and conditions. A domestic Euro-dominated payment will be transferred to the receiver s account on the next banking day after the order is received, at the latest. If the Euro-dominated payment in question passes the borders of the country, it will be transferred to the receiver s account at the latest on, the third banking day after it has been received. A payment in EEA-currency will be paid to the receiver s account or will be made available to him/her on the fourth banking day after the order has been received, at the latest. If the order has been given on paper, the above mentioned time periods for carrying out the payment can be extended by one banking day at the most. The client can deposit or withdraw cash from their account at the SEB Gyllenberg premises. In a cash deposit, the funds will be credited to the account immediately after the authenticity of the funds has been checked and the funds have been counted. The client must notify the bank in good time in advance of large cash withdrawals (over 5000 euros). More information on offering payment services and the terms and conditions applied thereto is found in the cash account terms. The client s right to cancellation for distance sales When an agreement regarding one of the SEB Gyllenberg Group s services is made via a distance communications method so that the customer does not personally meet a representative for the party offering the service, this is a distance sale. The customer has the right to cancellation in the event of distance sales. The right to cancellation does not however include investment products, the value of which varies according to changes in the market. The right to cancellation does not apply either when an agreement already exists or if the agreement at the express wish of the consumer is filled in before the cancellation time limit expires. Examples of this include the use of an account on the basis of an account agreement or securities transactions carried out on the basis of an agreement for a securities account. By law, no right of cancellation thus occurs regarding agreements for the SEB Gyllenberg companies products and services, such as subscription and redemption of units in investment funds or the purchase or sale of other securities (shares, mass debt instrument loans, derivatives and warrants). Any right of cancellation regarding agreements other than those named above is in force 14 days after the distance agreement has been entered into or after the consumer has received or obtained prior information and the agreement conditions. After this time limit, notice of termination of the agreement applies according to the agreement conditions for the service in question. If the consumer wishes to exercise his/her right of cancellation, he/she shall notify SEB Gyllenberg of this. The customer shall in the message specify the agreement he/she wishes to recall. SEB Gyllenberg will, in connection with entering into the agreement or in the service pricelist, advise of the costs and charges the consumer is obliged to pay if he/she exercises his/her right of cancellation. The customer shall moreover repay SEB Gyllenberg the payments that he/she has received from SEB Gyllenberg on the basis of the agreement within 30 days after the message regarding the cancellation was made. Client advice and right of appeal In issues regarding a service and its agreement, the customer shall always in the first instance contact SEB Gyllenberg's customer service function by telephone on (09) The customer shall notify SEB Gyllenberg immediately in writing in the event of errors in the service and any demands connected with this. The customer can also be in contact with the dispute resolution bodies mentioned below or with the authorities supervising the SEB Gyllenberg companies. These are the Financial Supervisory Authority in Finland, Finanssivalvonta, the Financial Supervisory Authority in Sweden, Finansinspektionen and the Consumer Agency in Finland. Securities Board The Securities Board provides advice and instructions, tries to find resolutions and gives recommendations in matters pertaining to the legislation contained in the Securities Markets Act and the provisions of public authorities thereto as well as the application of agreement conditions, good securities trading practice and other matters relating to securities practice. The service is free of charge and available to all non-professional investors in a customer relationship with a securities company, a bank or a unit trust offering the service. The customer can contact the Securities Board by telephone, letter or fax. The Securities Board s contact details are: Porkkalankatu 1, Helsinki, telephone (09) , fax (09) Further information on how to lodge a complaint is available on the Securities Board s website, Consumer Disputes Board The Consumer Disputes Board can give you recommended decisions to disputes between a consumer and a business, relating both to consumer goods and the acquiring of financial services or in disputes related to a consumer goods agreement. The Board does not however deal with matters relating to securities, such as asset management or investment advice. The Consumer Disputes Board only gives recommendations for written complaints. The Consumer Disputes Board s contact details are: Hämeentie 3, PB 306, Helsinki, telephone (switchboard). Further information on how to lodge a complaint is available on the Consumer Disputes Board s website, The Banking Industry s Customer Advisory Service The Banking Industry s Customer Advisory Service gives advice to private individuals and small business owners with customer relationships with banks. The services of the Customer Advisory Service are free of charge. A Bank Committee (in Finnish: pankkilautakunta), which works in connection with the Banking Industry s Customer Advisory Service, gives recommended decisions to disputes concerning bank relations. The contact information of the Banking Industry s Customer Advisory Service and the bank committee is the same as the contact information of the Securities Board. Supplementary information The customer can on request receive more information on the risks associated with investments, on conflicts of interest and the procedure for conflicts, on legal measures and on other information dealt with in this information sheet. The customers of SEB Gyllenberg s asset management can also, at their request, receive a report every three months, containing detailed information on the asset management and fees and other expenses related thereto.

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13 INFORMATION ON RECEIVING AND PLACING ORDERS Introduction An investment firm should take all reasonable steps to obtain the best possible result for the client upon reception and transmission of orders concerning financial instruments to another investment firm. The same applies to situations in which an investment firm places orders to another investment firm within the scope of an asset management agreement. This document contains information on the execution policy of SEB Gyllenberg Asset Management Ltd ( SEB Gyllenberg ) applied by SEB Gyllenberg when transmitting and placing orders on behalf of its clients to obtain the best possible result for the client. Although the best possible result for the client is expected to be obtained through following the execution policy, there is no guarantee that the best possible result will be obtained in all circumstances with each individual transaction. Share transaction orders When transmitting and placing share transaction orders, the following factors are taken into account: the price at which the order is likely to be executed as well as other costs arising from the order; the time needed for executing the order and the likelihood of having the order executed and settled; the size and characteristics of the order and its market impact; any other factors that SEB Gyllenberg considers material with respect to the transmission and execution of an order. When transmitting and placing orders, SEB Gyllenberg uses reasonable consideration in the evaluation of the order of importance of the aforementioned factors. Client characteristics, the financial instruments in question, and prevailing market conditions are taken into account in the evaluation. SEB Gyllenberg s primary goal is to obtain the best possible result for the client taking into account the total consideration received or paid by the client. Exceptions can be made in special circumstances. SEB Gyllenberg is part of the group formed by the Skandinaviska Enskilda Banken AB (publ), and for this reason, it is able to arrange the execution of orders in a cost-efficient and reliable manner with companies in the same group. This is why orders placed by clients are principally transmitted to Skandinaviska Enskilda Banken AB (publ). Separate instructions given by client In the event the client gives separate orders to SEB Gyllenberg on the handling of an order, these will be handled in accordance with client instructions and not SEB Gyllenberg s execution policy. The compliance with separate instructions given by the client may prevent SEB Gyllenberg from executing the execution policy described in this document that help in the pursuit of obtaining the best possible result for the client. Combining orders SEB Gyllenberg normally handles individual orders placed by the client concerning shares that have been listed in a regulated market or in a multilateral trading system by combining the orders with other orders received from clients and transmitting the combined order to the securities intermediary in accordance with execution policy. Orders will only be combined when SEB Gyllenberg considers that combining the orders is not likely to harm the client. However, combining may have an unfavourable effect to an individual order. Execution of orders concerning fund units SEB Gyllenberg executes orders concerning units of domestic and foreign investment funds by giving them directly or through a third party to the fund management firm that manages the fund in question. Breakdown in the operation of the market or systems In the event trading is interrupted or the trading floor cancels transactions, or the market or systems break down, or in a corresponding situation, SEB Gyllenberg may assess that the client s best possible interest calls for transmitting or placing the order in a manner that deviates from the execution policy. However, in such a case, SEB Gyllenberg will take all reasonable steps to obtain the best possible result for the client in the prevailing circumstances. Follow-up SEB Gyllenberg regularly evaluates the contents and appropriateness of the execution policy and arrangements concerning the transmission and placing of orders. Material changes to the execution policy are published on SEB Gyllenberg web pages. Changes and updates will become effective on the date of their publication.= 1(1)

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15 SEB GYLLENBERG COMPANIES PRICE LIST Price list is in force as of 1st October Custody fees* (incl. 23 % VAT) 1.1 Domestic book-entries and securities (including ETF** -investments) Type-specific fee / year ( Type means different share classes of a company, subscription certificates and rights, and investment fund units.) In addition a fee based on market value is charged when the market value exceeds 100, in total % 1.2 Foreign book-entries and securities (including ETF** -investments) Type-specific fee / year Fee based on market value 0.15 % 1.3 Bonds Type-specific fee / year Fee based on market value 0.10 % 1.4 Minimum charge of custody fee / year The custody fee is determined on the basis of the value on the last date of the month and is calculated semi-annually (on 31st May and 30th November). The custody fee is charged to the Customer s account at SEB on 30th June and 31st December. * No custody fee will be charged to the following securities: 1) Investment funds mediated by SEB Gyllenberg (excluding ETF** -investments) 2) Index loans mediated by SEB Gyllenberg 3) Real estate and housing company shares; administrative documentation 4) Securities custody is completely free of charge, if minimum market value of investments in investment funds mediated by SEB Gyllenberg exceeds the market value of 100, on the fee calculation day. In such event SEB Gyllenberg however retains its rights to charge the custody fee based on the price list if the value of the securities held in custody mentioned in sections exceed 100, in total. ** ETF (Exchange Traded Funds) are investment funds, traded on the stock exchanges. 2 Operational fees (incl. 23 % VAT) 2.1 Transfer payments of domestic securities Transfer of book-entry securities to/from SEB Gyllenberg / type Transfer of securities in physical form to/from SEB Gyllenberg / type Receipt of an entire book-entry account from another account operator Transfer of an entire book-entry account to another account operator free of charge 2.2 Transfer payments of foreign securities Transfer of Swedish book-entry securities to/from SEB Gyllenberg / type Transfer of foreign book-entry securities to/from SEB Gyllenberg / type Transfer of securities in physical form to/from SEB Gyllenberg / type Transaction payments for security trading by the Customer with another intermediary Domestic share / transaction Swedish share / transaction Other foreign share / transaction Subscription in share issue (executing the order and sending confirmation to Customer) 15.00

16 2.5 Printing and delivery of a share certificate Pledging Pledge management / year Pledging on behalf of third parties / transaction Change of pledge on request by pledger / transaction Collection and payment of excess tax withheld abroad / transaction Rectification of the acquisition prices of securities / type Conversion of type Recording and removing usufruct on/from the account Recording a transfer restriction onto book-entry account Commissions (0% VAT) Commission for securities trade executed by SEB Gyllenberg Asset Management Ltd: 3.1 Domestic share transaction (including EFT** -investments) 0.70 % minimum charge Foreign share transaction (including EFT** -investments) 1.00 % minimum charge Bonds 0.50 % minimum charge ** ETF (Exchange Traded Funds) are investment funds listed on the stock exchange. 4 Bank services (0 % VAT) 4.1 Domestic outgoing payments Bank transfer to the Customer s own counter account in Finland free of charge Bank transfer to other than the Customer s own counter account in Finland 2.00 Urgent express to other banks Foreign outgoing payments SEPA payment 2.00 Non-urgent cross border payment Urgent cross border payment (the funds are available for the payee on the next banking day after the payment has been dispatched) Urgent same day value payment (SDVA) Full-amount bank transfer to an account in a foreign bank (OUR) If the foreign bank's fees exceed this service fee, the exceeding amount can be charged afterwards (not applied to payments in EEA countries and EEA currencies). Cross border payment (OUR) Urgent cross border payment (OUR) Other fees relating to payments Receipt 2.00 Cancellation of remitted payment order Inquiry or investigations Notification of overdrawn balance, one time fee 5.00 Cheque drawn on any other bank Deposits Minimum amount on fixed term deposit account 50, Termination of a fixed term deposit account prior to the original due date

17 5 Credits (0 % VAT) 5.1 Credit arrangement fee Alteration of instalment agreement Certificate of credit amount and paid interest Other services (incl. 23 % VAT) 6.1 Reporting services Basic reporting free of charge Printing and posting of an extra calculation or receipt to the Customer 5.00 Printing and posting of an extra custody report and/or account statement to the Customer Delivering of an extra annual or tax report Separately ordered reports and certificates with respect to the Customer s agreements (trade register extracts, articles of associations, extracts from the foundation register, etc.) 6.2 Hourly charge for other assignments /h (Eg. preparing documents, examining the matter on request by the Customer) 6.3 Asset management and fund fees Fees of SEB Gyllenberg Asset Management Ltd and SEB Gyllenberg Fund Management Company Ltd in force from time to time. 6.4 Legal services Document drafting assigned by the Customer with respect to legal actions. In addition, a fee will be charged in accordance with actual costs incurred from using external legal counselling /h 6.5 For other measures, SEB Gyllenberg will charge to the Customer any costs debited by measures taken by third parties. 7 Interests payable on accounts Interest on demand deposit accounts in euros: SEB Gyllenberg Prime -2 percentage units. The interest rate on the account is however 2,00 % at the most, and can not fall below 0,00 %. Overdraft rate of interest on demand deposit accounts in euros as set forth in the account agreement: 1 January %. Interest is not paid on demand deposit accounts in foreign currency. SEB Gyllenberg Group retains the right to make changes to the price list.

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19 GENERAL TERMS AND CONDITIONS OF THE CUSTOMER AGREEMENT 1. The purpose and scope of application of the Customer Agreement The Customer Agreement governs the general terms and conditions of the contractual relationship between the Customer, the Investment Firm and the Bank. The terms and conditions of the Customer Agreement shall be applied as minimum terms to the contractual relationship between the Bank, the Investment Firm and the Customer and to any other agreements in effect from time to time between the parties. In addition, the eventual provision to the Customer of account services, credit services, investment custody services, asset management or other separate services by the Investment Firm or the Bank shall be subject to a separate agreement. If the terms of other separate agreements entered into by the Bank, the Investment Firm and the Customer deviate from this Agreement, the terms of the separate agreements shall prevail. In addition, the Market Rules in effect from time to time shall be applied to the provision of Investment Services. If the terms of this Agreement deviate from the Market Rules, the latter shall prevail with the exception of the market practice. If the operations under the Agreement are carried out abroad, the Market Rules of the country in question shall be applied respectively. If there is any inconsistency between the different language versions of these terms and conditions, the Finnish terms and conditions shall prevail. 2. Definitions Bank Skandinaviska Enskilda Banken AB (publ) Helsinki Branch. Investment Firm SEB Gyllenberg Asset Management Ltd, its subsidiary or any other of its group companies, such as SEB Gyllenberg Fund Management Company Ltd. Customer Contracting party that has been approved by the Bank or the Investment Firm as its Customer and that has approved these terms and conditions and acts in its own name and on its own behalf with regard to the Bank and/or the Investment Services Firm. Professional Investor A customer who is a professional investor under the Securities Markets Act. In order to be deemed professional, the investment activities of the Customer must be e.g. clearly professional as to its scope, regularity and organization. In general, a private person must be deemed a non-professional investor. Unless otherwise specified, the Investment Firm deems the Customer a non-professional investor. any other derivatives contract. In addition, Investment Target refers to any other transferable right or undertaking. SEB Group Skandinaviska Enskilda Banken AB (publ) and its current and future branches and subsidiaries. SEB Skandinaviska Enskilda Banken AB (publ) owns, either directly or indirectly, fully the subsidiaries SEB Gyllenberg Asset Management Ltd and SEB Gyllenberg Fund Management Company Ltd. Skandinaviska Enskilda Banken AB (publ) Helsinki Branch is a part of its mother company Skandinaviska Enskilda Banken AB (publ). SEB Group companies have the right to receive, on behalf of each other, messages, instructions and orders from the Customer and to disclose to each other information concerning the Customer and his financial situation. Compensation Fund The investment firm SEB Gyllenberg Asset Management Ltd is a member to the Finnish Investors Compensation Fund. The duty of the compensation fund is to safeguard nonprofessional investors in the event that the investment firm becomes insolvent. An indisputable claim from the Investment Firm resulting from insolvency may be compensated to the Customer from the Fund. The amount of the compensation shall be ninetenths (9/10) of the claim, however, no more than EUR 20,000 (situation ). Professional investors are not compensated from the Fund. The Bank belongs to the Investors Compensation Scheme covered by Swedish law, which is not limited to non professional Customers, but covers all private persons and communities. The Customer is entitled to compensation, if the Bank becomes insolvent and the Customer does not receive such securities or assets from the Bank that the Bank has to keep separately from its own assets. The maximum compensation is SEK 250,000 per Customer in said Bank (situation ). Marketplace Domestic or foreign securities or derivatives exchange or another trading process as well as domestic or foreign clearing house recognized by competent authorities. Market Rules Valid legislation, decisions, governmental regulations and instructions issued under it as well as rules, guidelines and regulations of the Marketplaces and trading practice prevailing at each marketplace. Agreement An agreement or undertaking entered into between the Bank and/or Investment Firm and the Customer. Contact Person A person notified by the Customer to the Bank and/or the Investment Firm, or any other person who has the right, by virtue of authorization or position, to give the Bank and/or Investment Firm orders binding on the Customer and carry out other acts on behalf of the Customer. Bank or Investment Firm Activities The Bank and/or the Investment Firm provide, either directly or through a group company, the Customer e.g. brokerage, safekeeping, asset management, and private banking services. Security / Investment Target A security subject to the investment service, a mutual fund unit, and a standardized derivatives contract referred to in the Act on Trade in Standardized Options and Futures, a derivatives contract similar to a standardized derivatives contract or 3. Custody Services Subject to terms and conditions below, the Bank assumes, against a fee, the responsibility for safekeeping the Securities given for custody and the deposited cash funds of the Customer. 1(8) 05/2011

20 3.1 Tasks In addition to safekeeping of the Securities given for custody, the Bank attends to following tasks with respect to Finnish Securities: as regards shares, cashing and paying of dividends, notification of shares issues, subscriptions subject to instructions separately issued by the Customer in each case, exchange of coupons, share certificates and interim certificates, etc., notification of issues of convertible bonds and option loans targeted at the shareholders, notification of mergers and share exchanges, as well as any other actions subject to instructions separately issued by the Customer from time to time; cashing of due interest and gradual coupons related to bonds, debentures, and other treasury bills as well as recovery and payment of recalled bonds, debentures and other treasury bills, exchange of interim certificates; exchange or subscription of convertible bonds and option certificates subject to instructions issued by the Customer; cashing and payment of coupon-based dividends from mutual fund units; recovery and payment of interest and capital of deposits as well as certificates of deposit and commercial papers. With regard to book-entry securities, the Bank administers the above or corresponding tasks in relation to shares and other securities entered into the book-entry system pursuant to the Act on the Book-Entry System (826/91) and registered on a book-entry account. If the need for taking the above administration measures has not been notified through the Marketplace or it has been deemed that the matter is not otherwise known to the Bank, the Customer shall inform the Bank thereof no later than five (5) banking days before the deadline for the measure at the risk that the Bank shall be released from the obligation to take the measure. As an account operator, OMX Broker Services AB has the right to receive information on the book-entry account and to adjust the entries made to the book-entry register. In addition, OMX Broker Services AB and Euroclear Finland Ltd have the right to make to the book-entry register any entries required by laws, decrees, governmental decisions or the rules of Euroclear Finland Ltd or OMX Broker Services AB, as well as in the event of technical failures, malfunctions or breakdowns Units in a bond (money market instruments) Money market instruments refer to non-equity book-entries issued within the computerized environment managed by Euroclear Finland Ltd. The Customer s book-entries made into the bookentry system are kept in the book-entry account in the name of the Customer within the account operator of Euroclear Finland Ltd. A separate book-entry account must be opened for money market instruments. The Bank acts as an agent to Euroclear Finland Ltd, the keeper of the book-entry register referred to in the Act on the Book-Entry System. Save for exceptional circumstances specified in more detail in the rules of Euroclear Finland Ltd, the Bank, acting as an agent of Euroclear Finland Ltd, attends to all communication with the Customer. The Bank has the right to become an agent of another account operator without the changing of the Customer Agreement or its terms and conditions. The Bank has the right to open a book-entry account on behalf of the Customer and, under the responsibility of the account operator, make entries to the Customer s book-entry account and perform other tasks of the account operator. The Bank represents the Customer and acts as an agent authorized by the Customer as regards the clearing of the book-entry transactions. In connection with the clearing, the book-entries shall serve as collateral against Euroclear Finland Ltd subject to its rules Book-entry securities Shares The shares of the Customer entered into the Finnish book-entry system shall be kept on the book-entry account in the name of the Customer within the OMX Broker Services AB as an account operator.. The Bank acts as an agent to the account operator, OMX Broker Services AB, referred to in the Act on the Book-Entry System. The Bank has the right to apply for the rights of an account operator or become an agent of another account operator without the changing of the Customer Agreement or its terms and conditions. The Bank has the right to open a book-entry account on behalf of the Customer and, under the responsibility of the account operator, make entries to the Customer s book-entry account and perform other tasks of the account operator. The Bank represents the Customer and acts as an agent authorized by the Customer as regards the clearing of the book-entry transactions. In connection with the clearing, the bookentries shall serve as collateral against the Euroclear Finland Ltd subject to its rules. The Bank shall keep the entry applications and the documents based on which the entries to the book-entry account are made in a manner provided in law and the rules of Euroclear Finland Ltd. The Customer authorizes the Bank to receive on behalf of the Customer any cash amounts paid by the issuers for book-entries kept on the book-entry account. As an account operator, Euroclear Finland Ltd has the right to receive information on the book-entry account and to adjust the entries made to book-entry register. In addition, Euroclear Finland Ltd has the right to make to the book-entry register any entries required by laws, decrees, governmental decisions or the rules of Euroclear Finland Ltd, as well as in the event of technical failures, malfunctions or breakdowns. The Bank shall keep the entry applications and the documents based on which the entries to the book-entry account are made in a manner provided in law and the rules of Euroclear Finland Ltd Nominee registration The Customer s book-entries are primarily registered in the name of the Customer. Foreign shares, which are not entered into the Finnish book-entry system are automatically nominee registered Other Securities The Bank shall keep Securities, which are not book-entry form in a separate custody for the Customer. The Customer s securities may be kept, under the Bank s responsibility, in a domestic or foreign credit institution or partner selected 2(8) 05/2011