Terms and conditions for custody accounts with Danske Bank

Transcription

1 Terms and conditions for custody accounts with Danske Bank Valid and effective as of December 1, nske Bank A/S. CVR-nr København These terms and conditions contain a general briefing on the conditions applying to your custody account with Danske Bank. The Bank holds your securities in the custody account and renders the related custodian services. The Bank may change the terms and conditions applying to custody accounts at three months notice. The terms and conditions shall apply unless other conditions have been expressly agreed between you and the Bank. The Banks General Conditions or General Conditions Consumers shall also apply. Certain custody accounts, for instance pledged custody accounts, trust custody accounts, pension accounts, employee share accounts and mortgage accounts are governed by separate legislation. Such custody accounts are governed by additional terms and conditions not mentioned here. Custody accounts held by the Banks foreign units are governed by different conditions. The Bank does not render its ordinary custodian services to securities deposited as Special items in your custody account. 1. General Establishment of custody accounts When you open a custody account you must give the Bank information on your name, address and CPR or CVR No. Your CPR or CVR No. must be documented. The Bank also requires your specimen signature and the signatures of any third parties with authority to operate the account or to sign on your behalf. Custody account holders with a special ownership structure for example associations and funds must submit additional documentation in the form of articles of association, etc. Related cash account In order for you to open a custody account, you must maintain a cash account with the Bank to which interest, dividends, etc., may be credited and fees, etc., debited. Deposit and custody The Bank does not check your authority to make account transactions, including your title to securities submitted for deposit or transferred to custody. The Bank does not check the validity of physical securities, including foreign securities. Physical securities are not necessarily held in custody at and serviced by the branch to which they were delivered. If you want to take delivery of the securities, you must allow for some days to process your request. If the securities to be deposited in the custody account are registered with the VP Securities Services (the VP) either when the custody account is opened or later, the Bank must establish the custody account as a VP account. Annual summary and reporting to the Danish tax authorities Every January, the Bank sends you a summary of the securities held in your custody account as at 31 December of the preceding year. The summary also shows what has been reported to the Danish tax authorities. In addition, you may order safe custody statements against payment of a fee. Da Page 1 of 10

2 Custody account fee The Bank charges fees for custody and registration of securities in the custody account and for related services at the prices in force from time to time. See also Charges for Safekeeping of Securities in Custody Accounts. Custody fees are payable half-yearly in arrears. The Bank may reduce fees without giving notice. The Bank may also introduce and raise fees for one-off services without giving notice. The same applies to new contractual services. In respect of existing contractual services, the Bank may increase the fees that you pay on a current basis at three months notice under the following conditions: 1. If market conditions, such as competition in Denmark or abroad, justify changes for one or more types of account. 2. If the Bank decides to change its general fee structure and pricing policy in the ordinary course of its business. Such changes may be made to enhance earnings or to use the Banks resources or capacity in a more expedient way. 3. If the conditions on which your fee terms are based change materially. Such alterations may derive from changes in your own financial situation, such as changes in the size and scope of your deposits, loans or credit facilities. When introducing new fees for existing contractual services in the ordinary course of its business, the Bank will give you six months notice. This includes fees for services for which we have not previously charged a fee. Such changes may be made to enhance earnings or to use our resources or capacity in a more expedient way. Changes in the Banks fees will be announced in the Danish daily press or by letter. In the announcement or letter, the Bank will state the cause of the change possibly by referring to one of the points cited above. The Bank will advise you by letter in case changes in fees are prompted by changes in the conditions on which your individual terms of fees are based. Qualified acceptance of amounts deposited to the account When, in connection with the securities on deposit, the Bank informs you that an amount is to be credited to the account, the deposit is made on condition that the Bank actually receives the amount in question. If the Bank does not receive the amount and has already credited the amount to the account, the Bank reserves the right to reverse the credit entry. This right shall also apply even though it is not mentioned in the account statement or in the messages about amounts credited to the account. Conversion of currency If an amount received is to be converted into a currency other than that received by the Bank, the conversion will take place two banking days before the amount is credited to the account. If the Danish central bank publishes a rate of exchange for the currency, this rate will provide the basis for the conversion rate applied. If the Danish central bank does not publish a rate of exchange for the currency, conversion will be at a rate of exchange determined by the Bank. Page 2 of 10

3 When an amount is credited to the account, the Bank will subtract the spread applicable to the currency in question from the exchange rate. When an amount is debited, the Bank will, in a similar manner, add the spread applicable to the currency in question to the exchange rate. Foreign rules of law, etc. If you hold foreign securities in the custody account, you are bound, to the same extent as the Bank itself, by the laws and practices of the country of the foreign issuer and of the home countries of the depositories used. These practices could involve a duty to disclose your name and address, the size and composition of holdings and yields to foreign authorities and companies. Additionally, you are bound, to the same extent as the Bank itself, by the terms and conditions of the depositories used. Omnibus accounts According to Section 72 (3) of the Financial Business Act, the Bank may hold securities in an omnibus account with the agreement of its customers. An omnibus account is an account in which the securities of several customers are registered in the name of the Bank or in the name of the depository of the Bank with information specifying that the securities belong to the customers of the Bank or of the Banks depository. Internationally, these omnibus accounts are generally called Client Accounts or the like. Danske Bank uses omnibus accounts for the safekeeping of securities held abroad. The Bank is entitled and authorised to make transactions that affect securities deposited in the omnibus account on behalf of the customer. The Bank may, when required, delegate the authority to operate omnibus accounts to the depository of its choice. Under the Danish Financial Business Act, a customer may remove his or her securities from an omnibus account on the basis of the Banks ownership registrations if the Bank suspends payments, goes into bankruptcy or the like, provided that there is no prior dispute about the customers rightful ownership. If the Banks foreign depository suspends payments, goes into bankruptcy or the like, the Bank is entitled to move securities from an omnibus account on behalf of the customers registered by the Bank as the owners of the securities. The Bank may only make transactions that affect your securities in an omnibus account if you have given instructions to that effect. Once the Bank has chosen the foreign depository, the Bank is liable for the solvency of the depository. The Bank also assumes liability for any errors and omissions, provided they are acknowledged by the foreign depository bank or established in a final court judgement. In other circumstances, the Bank cannot be held liable. Cover provided by foreign guarantee funds for depositors and investors will relate to the omnibus accounts as a whole and not the individual owners registered by the Bank. The individual customer, on the other hand, is covered by the Danish Guarantee Fund for Depositors and Investors under the Depositor and Investor Guarantee Fund Act. Page 3 of 10

4 Investor guarantee scheme Pursuant to the Danish act on a guarantee fund for depositors and investors, the fund covers losses up to EUR 20,000, incurred by an investor if a bank, for example, cannot return the securities it holds in custody. See for more information on the rules. The Banks liability The Bank shall be liable for the tardy or defective performance of its contractual obligations resulting from error or negligence. Even in areas of increased liability, the Bank shall not be liable for losses arising from power failure or a breakdown of the Bank's telecommunications, legislative or administrative intervention, acts of God, war, revolution, civil unrest, sabotage, terrorism or vandalism (including computer virus attacks or hacking) strikes, lockouts, boycotts or picketing, regardless of whether the Bank or its organisation is itself a party to or has started such conflict and regardless of its cause (this also applies if the conflict affects only part of the Bank) other circumstances beyond the Banks control The Bank shall not be exempt from liability if 2. Securities registered with a Danish central securities depository Interest, dividends, etc., on Danish securities Yield on bonds as well as amounts drawn will be credited to the holders account at maturity. Dividends from shares and unit trust units less any dividend tax will be credited to your account four Copenhagen Stock Exchange business days, at the earliest, after the distribution has been adopted by the general meeting or by the unit trusts board of directors. Danske Bank A/S. CVR-nr København breakdown of or lack of access to IT systems or damage to data in these systems due to any of the factors listed below and regardless of whether or not the Bank or a third-party supplier is responsible for the operation of these systems the Bank ought to have foreseen the cause of the loss when the agreement was concluded or ought to have avoided or overcome the cause of the loss under Danish law, the Bank is liable for the cause of the loss under any circumstances. Interest, dividends, etc., on foreign securities Interest, dividends, etc., on foreign securities are reported by a foreign securities depository to the Bank. The amount will be credited to the holders cash account as soon as the Bank has received the proceeds and converted the amount into Danish kroner, if necessary. Page 4 of 10

5 Automatic payment of reduced dividend tax on shares registered with the Danish VP Securities Services (the VP) Dividends are generally subject to withholding tax. Withholding tax is levied on Danish as well as foreign shares in accordance with the current tax rules and rates of the individual issuers country of residence. However, Denmark has concluded doubletaxation treaties with a number of countries that pave the way for reduced withholding tax. Generally, reclaim of tax must be made manually from the tax authorities of the issuers country of residence. For shareholders to avoid having to reclaim withholding tax, the VP has established a special scheme for shareholders under which tax is automatically withheld at the rates stipulated by the individual doubletaxation treaties. Only shares registered with the VP are eligible to participate in the scheme, but certain other formalities must also be observed concerning documentary evidence of residence and tax liability. The Bank automatically registers custody account holders domiciled in Denmark with the scheme. If you live abroad, you can register with the scheme provided the country you live in has entered a double-taxation treaty with Denmark. If you want to register, you must contact the branch at which you hold your custody account. Domestic and foreign custody account holders registered with the scheme are under an obligation to notify the Bank without delay of any changes of address or tax liability. The Bank is entitled to demand documentation of your tax liability at any time. Registration by name of Danish securities Danish bonds cannot be registered by name. In its articles of association, the issuer may decide whether shares, unit trust units, etc., should be issued as registered or bearer certificates. Registered certificates will always be registered in the name of the custody account holder. In its articles of association, the issuer often provides that a shareholders right to vote at general meetings is conditioned on the shares being registered by name in the issuers register of shares for a specified period of time preceding the general meeting. As an alternative to registering shares and unit trust units in your own name, you can register shares and unit trust units under an aktiebogsnavn (a third-party name on the register of shareholders). This means that your shares will not be registered in your name, but in a third partys name in the issuers register of shareholders. In practice, the third party will act as your representative towards the issuer, so that admission cards and voting cards for the issuers general meetings will be sent to the third party, who will also receive notifications and the like from the issuer. Using a third partys name does not have any impact on your title to the shares or to your right to receive dividends. Page 5 of 10

6 The Bank can only register bearer certificates by name and make subsequent changes in this respect on condition that we receive instructions to that effect from a party authorised to do so. When you sell registered shares, etc., the shares are cancelled from the register. Notification of rights Requests for the registration of rights, such as a lien or a power of attorney, may be made to any of the Banks branches in Denmark (except exchange bureaux or similar sub-offices) within the opening hours of the branch at which the custody account is maintained. Substantiation of rights On receiving any notification for registration of a right, the Bank will demand proof that - the party giving notification is entitled to do so, - the notified right can be registered, and - the right actually exists. Danske Bank A/S. CVR-nr København Registration by name of foreign securities Foreign bonds cannot be registered by name in Denmark, even if this is possible in the issuers country of residence. If foreign legislation or a foreign issuer does not accept the registration system under Danish law that allows anonymous ownership, the VP or an agent (nominee) appointed by the VP will be registered in the foreign issuers register of shareholders as the holder of the shares, unit trust units or the like. The right to securities You must notify and register any right including ownership rights to securities registered in a central securities depository to obtain legal protection against bona fide assignees and creditors. If you submit your notification to another branch at a time when the branch at which your custody account is held is closed closed, your notification will not be reported for registration at a central securities depository until the said branch has reopened. Notification must be given in writing. Notification by telephone, fax, telex, cable or any other means of electronic communication is not acceptable without prior agreement. You may request written confirmation of the Banks receipt of your notification and request that such confirmation state the time your notification reached the Bank. Furthermore, the Bank is entitled to demand that it be given any other information and/or documentation which, in the opinion of the Bank, is necessary as a basis for its decision on the treatment of the notification before registration can be made. Registration of rights Once the Bank has received a notification, it will carry out a verification procedure; that is to say, go through formalities and facts to determine whether the notified right can be registered or not. If registration is not possible, the notification will be rejected. If the notification is rejected, the notifying party will be informed of the reason for the rejection. Page 6 of 10

7 If a notified right only concerns a part of the securities registered in a given custody account, the securities covered by the notification will be transferred to a new custody account. Registration of the right will then take place in the newly created custody account. The Bank reports a notification of registration of a right for completion and registration at a central securities depository. Registration takes legal effect from the time of completion at the VP. Information about registration Information about the registration will be provided to the notifying party, the custody account holder and to those who are entitled to receive such information according to the register. In the event of alteration or cancellation of registrations, the Bank sends out information in accordance with the rules currently in force. Receiving such information is optional in accordance with the rules currently in force. Complaints must be made within six weeks of registration Any complaints about a decision concerning registration, alteration or cancellation of rights must be made in writing to the VP complaints board, Helgeshøj Allé 61, DK Taastrup within six weeks of the registration at the central securities depository concerned. In special circumstances, the Complaints Board may consider complaints submitted after the deadline. A fee is payable when the complaint is filed. Details on the procedure for filing complaints are available in Consolidated Act No.206 of March 11, 1997, on the VP complaints board. Liability A Danish central securities depository is liable to pay compensation for any error in registering, altering or cancelling rights relating to custody accounts with the central securities depository concerned or payments from these accounts, even if such error is fortuitous. If the error can be traced back to the Bank, the Bank is liable in damages even if the error is fortuitous. Page 7 of 10 Total damages for losses resulting from the same error cannot exceed DKr500m. In the event that a Danish authorised institution is unable to pay, the other Danish authorised institutions will be liable to pay damages of up to DKr500m. If the customer has contributed to the error himself or herself with intent or through negligence the compensation may be reduced or the right to compensation entirely be lost. Legislation The regulations governing securities registered at a central securities depository are contained in the Danish Securities Trading Act and any relevant executive orders and the Danish Financial Business Act. 3. Danish securities which are not registered at a Danish central securities depository Bonds The Bank will check whether bonds have been drawn or redeemed provided this is published in the Danish Official Gazette. The Bank will collect the proceeds of bonds drawn or redeemed at maturity and credit the amounts to the cash account.

8 Premium bonds The Bank will check for prizes on premium bonds in the official drawing lists. The Bank will collect the prizes, less any tax to the state, and credit the proceeds to the account. When premium bond loans mature, the Bank redeems the premium bonds due and credits the redemption amount to the cash account. If the premium bonds are deposited as Special items, these services do not apply to the custody account. Shares, etc. The Bank will collect dividends from shares, etc., on deposit, if the time and place for collection are published in the Danish Official Gazette or national morning papers (ordinary weekdays only), and credit the amounts to the account. Registration by name Provided there is a special agreement and it is possible the Bank will arrange for the securities to be registered by name or to bearer. Securities registered in another name than that of the custody account holder are kept in custody by the Bank only if such arrangement has been agreed on. Interim certificates, etc. The Bank will exchange interim certificates, etc., for shares or bonds and talons for new coupon sheets. Mortgages and insurance guarantees, etc. The Bank only accepts mortgages for custody if the holder informs the Bank of the name, address and the civil registration number (CPR) or central business registration number (CVR) of the debtor (mortgagor), as well as the amount outstanding on the mortgage. Unless otherwise agreed in respect of mortgages in custody, the Bank undertakes the following: - to advise the debtor that the instrument has been received in custody - to credit fixed payments received from the debtor to the custody account holders account The Bank is registered as creditor (mortgagee) with PBS (Danish Payments Systems) on behalf of the holder. Mortgage instalments, etc., which are paid through this automatic payments system are subject to the rules governing the system at any time. The rules are available from the Bank on request - to notify the holder when instalments have been paid to the Bank - to receive any special mortgage payments due on the conveyance of property, or any other similar payments, and to notify the holder of these. The Banks acceptance of such amounts is conditional on the approval of the holder and is without liability for the Bank - to notify the debtor when the mortgage is removed from the custody account; and - to give send a reminder of claim in accordance with Section 42(a) of the Danish Registration of Property Act. The Bank reserves the right to wait a few days after the expiry of a payment period in order to be completely sure whether or not payment has been effected, prior to sending a reminder of claim or the like. The Bank will give notice of default on guaranteed mortgages to the guarantor or, if there is a special agreement, take such other steps as are necessary to keep an insurance guarantee or other mortgage guarantee in force. Page 8 of 10

9 4. Subscription for new shares, bonus shares, convertible bonds and tender offers The following regulations also apply to Danish shares and bonds, whether registered at a Danish central securities depository or not. Subscription for new shares and bonus shares If offers to subscribe for new shares and/or bonds including convertible bonds with pre-emptive rights for existing shareholders or bondholders are published in the Danish Official Gazette or national morning papers (ordinary weekdays only), or if a notice of the issue of bonus shares is published in the Danish Official Gazette or national morning papers (ordinary weekdays only), the Bank will notify depositors of this by ordinary mail, including when the new shares subscribed for will be available. You will only be notified provided the deadline for subscription makes notification possible. The notification is for information only and does not contain any recommendations on the part of the Bank. If the securities have been submitted for custody after the publication, the Bank may not be expected to send out a notification. You will be requested, within a time limit set by the Bank, to inform the Bank whether you want - to subscribe for new shares or bonds or take delivery of bonus shares - to sell subscription rights or bonus share rights, or - to buy or sell fractional subscription rights or bonus share rights. If the Bank does not receive your instructions within the time limit set, or you do not make the funds available for carrying out the instructions stated, the Bank - is entitled, but not under an obligation, to sell subscription rights - will take delivery of the largest possible number of bonus shares and sell any fractional bonus share rights for your account. Page 9 of 10 However, the Bank does not assume any responsibility for the completion of a sale. If the value of the subscription rights is smaller than the costs of a sale, the Bank may abstain from selling the subscription rights. Unutilised subscription rights, which are registered at a Danish central securities depository, will be cancelled after expiry of the subscription period without notice to the holder. Unutilised bonus share rights, registered at a Danish central securities depository, may be cancelled without notice to the holder. Convertible bonds At the time of conversion of convertible bonds, as announced in the Danish Official Gazette or the national morning papers (ordinary weekdays only), the Bank will notify you by ordinary mail, provided that the deadline for the conversion makes such notification possible. The notification is for information only, and does not contain any recommendations on the part of the Bank. If the securities have been submitted for custody after the publication, the Bank may not be expected to send out a notification.

10 You will be asked, within a time limit set by the Bank, to inform the Bank whether you want - the bonds to be converted into shares - to collect the proceeds of bonds redeemed at maturity. If the Bank does not receive your instructions within the time limit it has set, the convertible bonds will be allowed either to mature or to wait for a subsequent offer of conversion. Tender offers If an announcement is made in the Danish Official Gazette or national morning papers (ordinary weekdays only) to the effect that an offer to purchase shares has been submitted in connection with the transfer of a controlling shareholding, the Bank will notify the holder by ordinary mail, provided that the time limits indicated make such notification possible. The notification will be for information only about the tender offer made (which may be enclosed with the notification), and will not contain any recommendations on the part of the Bank. The Bank assumes no liability whatsoever if you do not avail yourself of the offer. If the securities have been submitted for custody after the publication, the Bank may not be expected to send out a notification. 5. Foreign securities, etc., which are not registered with a Danish central securities depository Custody Foreign securities (securities which are not registered with a Danish central securities depository) are held or registered in an omnibus account with the Banks foreign depository. Interest and dividends, etc. The amount will be credited to the holders account as soon as the Bank has received the proceeds and converted the amount into Danish kroner, if necessary. The amount received by the Bank can be a net amount. This is because many countries are obliged by local laws to withhold tax on both interest and dividends. The Bank is not responsible for applying for a refund of foreign taxes on dividends or interest income, unless a separate agreement has been concluded to this effect. Subscription for new shares and bonus shares, etc. If the Bank receives information from its foreign depository about the subscription for new shares and/or bonds, including convertible bonds, warrants and bonus shares, and if the subscription deadline permits, the Bank will notify the holder by ordinary mail. The notification is for information only, and does not contain any recommendations on the part of the Bank. A new issue will not be concluded and proceeds, etc., will not be credited until the foreign depository places the settlement amount at the disposal of the Bank. The Bank will not notify the holder of annual or extraordinary general meetings or special announcements concerning foreign companies. Danske Bank A/S 2-12 Holmens Kanal, DK 1092 Copenhagen K Tel , Fax Page 10 of 10