TERMS OF BUSINESS. Execution Only Share Sale Service for Centrica plc Flexishare account holders

Transcription

1 TERMS OF BUSINESS Execution Only Share Sale Service for Centrica plc Flexishare account holders XOTOB

2 1. Execution only Share Sale Services 1.1 City House Securities Limited ( CHS ) is permitted to arrange (bring about) deals in investments on an execution only basis. This is an important document. Please read it carefully 1.2 This document sets out the terms on which we will provide execution only share sale services to you and upon which we intend to rely. For your own benefit and protection you should read these terms carefully before signing them. If you do not understand any point please ask for further information. References herein to statutes, the rules of the Financial Conduct Authority ("FCA") including the FCA Handbook ("FCA Rules"), and any other regulations shall be taken to include its successor and any amendments made to them from time to time. 1.3 By signing our application form, or verbally agreeing over our recorded phone system, you confirm that you accept these Terms and will be bound by this Agreement. 2. Regulatory Status City House Securities Limited, 6B Josephs Well, Hanover Walk Leeds, LS3 1AB is and appointed representative of City House Investors Limited which is authorised and regulated by the Financial Conduct Authority. Our Financial Services Register number is You can check this on the Financial Services Register by visiting the FCA s website FCA on You should be aware that we are required to cooperate with the LSE, the FCA, the Take-Over Panel and other regulatory authorities in their dealing and other enquiries. This may involve reporting or disclosing to such authorities relevant information in respect of dealings in securities, including the identity of our clients. In particular the Money Laundering Regulations 2007 and related legislation require certain reporting and disclosure obligations 3. Client Categorisation 3.1 In providing investment services to you, we will categorise you as a retail client. The type of client category will determine the level of protections afforded to you under the regulatory system. As a retail client the regulatory protections available to you are determined by this category and will be the highest available. 3.2 You may request that we treat you as an Elective Professional client which will result in you receiving a lesser degree of regulatory protection and you will lose the protections and compensation rights to which a Retail Client is automatically entitled. Such a request must be made in writing. We will consider requests on a case by case basis where we agree to do so it does not necessarily mean that you will have a right of access to the Financial Ombudsman Service. You must keep us informed of any change in your circumstances which may affect your categorisation. 4. Provision of Execution and Custody Services 4.1 By entering into these you authorise us as your agent to enter into an agreement with Jarvis Investment Management Limited ( Jarvis ), the clearing agent, in order that we can arrange for Jarvis to execute orders on your behalf. Acceptance of these will constitute the formation of a contract between you and CHS and between you and Jarvis. By accepting these Terms of Business you confirm that: a) we may arrange for Jarvis to provide you with settlement safe custody, nominee and associated services; b) we may transmit your instructions to Jarvis; and c) you agree to be bound by our obligations to Jarvis and that your identification documents may be passed to Jarvis upon request. 4.2 Under these you will remain a customer of CHS, but you will also become a client of Jarvis for settlement and custody purposes only. CHS will act as your agent in arranging for Jarvis to execute your orders; Jarvis will not accept instructions directly from you. 4.3 Investments in your Execution Only account will be registered in the name of JIM Nominees Limited, 78 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS (Jarvis). Jarvis Investment Management Limited is Authorised and Regulated by the Financial Services Authority and their registered number is Where there is more than one person who is party to a joint account under these Terms any instruction, notice, demand, acknowledgement or request may be given by any one of you, and any such communication will be treated as binding on the other(s). If you give us conflicting instructions, we will not have to act on them. Any notice given by us under these Terms to any participant in a joint account will be deemed to be notice to each person interested in the account. If you are a party to a joint account your liability will be joint and several. On the death of an individual, or dissolution (if applicable) of any one of you, we may treat the survivor(s) as the only person(s) entitled to your money and investments. 4.5 Your investments will be pooled with investments held for other investors. This means that your investments will not be identified by separate share certificates. If Jarvis defaults and, for example, is not holding enough investments to satisfy its obligations to all its investors, the investments will be shared out among them approximately in proportion to their holdings. This will not affect your other legal rights. Dividends, interest payments and cash entitlements due to you will be paid promptly to your account. Jarvis will accept dividends in cash unless they agree otherwise. 4.6 Jarvis is registered in England, company number and has its registered and principal place of business at 78 Mount Ephraim, Royal Tunbridge Wells, Kent TN4 8BS. Jarvis is authorised and regulated by the FCA, under firm reference no , and is a member of the LSE. Further details can be found on Jarvis s website and on the FCA and LSE websites as referenced in Clause 2 and 5.2 above. 5. Scope of Services 5.1 This service is available to Employees, Ex-employees and shareholders of Centrica plc age 18 or over. However, it is not available to US Residents, citizens or tax payers, or residents of a number of jurisdictions that are categorized as the financial action task force as being higher risk of financial crime (a current list is available on request). 5.2 We will provide an execution only share sale service for the sale of Centrica plc shares, we will not provide advice about the suitability or merits of such transactions and we will act solely on the instruction given. Where such services are provided, you may not benefit from Investor Protections. 5.3 We do not hold client money nor do we act as custodian for assets. Transactions that we execute for you directly in the market ourselves will be carried out as your agent. 6. Communications 6.1 All communications (including information, instructions and orders) between you, as client, and CHS will be made in English. 6.2 All contract notes, confirmations and other notices or communications under these will be ed to you at the address shown in our records and shall be conclusive and binding on you unless objection in writing is received by us within one business day from receipt by you. 6.3 We will enter into communication with you through whatever means are convenient to you and us, including face-to-face, telephone, and other acceptable electronic communication methods. 6.4 When a transaction is executed for your account, you will be sent a contract note normally within no later than the following business day after the execution of the deal taking place. The contract note will show, amongst other things, the amount to be received or that is due on settlement day.

3 6.5 In the event that an incorrect bargain price is reported to you, either when a bargain is confirmed or when the contract note is issued, we shall as agent be entitled to issue a revised contract note at the correct price. You undertake immediately to pay or reimburse us the amount of any deficit or overpayment in such circumstances. 6.6 You will have the right to inspect copies of your Contract Notes, vouchers and entries in our books or computerised records relating to Account Transactions on reasonable notice during business hours. 6.7 We shall retain records of Transactions for six years. 7. Risks you Should Consider 7.1 You should be aware that there are risks associated with some types of investment and transactions. We have included some specific risk considerations in Annex Order Execution 8.1 Best Execution: When executing orders on your behalf, placing orders with other entities for execution that result from decisions by us to trade when providing execution only share dealing services or receiving and transmitting orders to other entities for execution for your account, we will comply with our order execution policy (the Execution Policy ) as amended from time to time, information on which is set out in Annex 2 hereto. You consent to the Execution Policy and consent to us effecting transactions on your behalf outside a regulated market or multilateral trading facility. 8.2 Client Limit Orders: When you place a limit order for shares traded on a regulated market you expressly instruct us that if the order is not immediately executed, we are not required to make the order public so as to be accessible to other market participants. All orders placed or executed on your behalf will be market orders unless you instruct us otherwise and as noted on trade confirmations. 8.3 Order Handling: We will execute your orders and other comparable client orders sequentially and promptly unless we consider that the characteristics of your order or prevailing market conditions make this impracticable or that your interests require otherwise. 8.4 Consent: We are required by the rules of the FCA to obtain your prior consent to our Execution Policy. You will be deemed to provide such consent when you first give an order after receipt of these Terms. 8.5 Limit orders may be accepted which set a price below which you will not sell. Limit orders for trades on the London Stock Exchange will be monitored by us only between the hours of 08.00am 4.30pm daily. Limit orders for trades on any other Market will only be monitored by us on the same dealing day during our business hours. Limit orders may be executed automatically without further reference to you and it is your responsibility to cancel prior to execution any limit orders no longer required. Limit orders will be filled on a best endeavours basis. 9. Conflicts of Interest 9.1 This section covers how we manage conflicts of interest in respect of your Execution only share sale services. 9.2 You should be aware that when we, or some other connected person, transmit an order for your account, we may have an interest, relationship or arrangement that is material in relation to the transaction, service or investment concerned. We will seek to identify the circumstances which give rise to conflicts of interest wherever possible to mitigate the material risk of damage to your interests. 9.3 Conflicts might include:- - having a material interest in relation to a transaction, such as dealing instructions; - matching your transaction with that of another customer by acting on his/her behalf as well as yours; - buying investments where we are or an associated company is involved in a new issue, rights issue, takeover or similar transaction concerning the investment. 9.4 We will manage these risks accordingly. These include arrangements relating to personal account dealing by our staff, remuneration and inducements. In addition, our employees are required to comply with a policy of independence and disregard any such interest when conducting investment services for you. If an occasion arises where there is a conflict of interest between you and us or another customer, we will inform you of this and obtain your consent before carrying out your instructions or exercising our discretion. 9.5 We have a Conflicts of Interest Policy which is available to you on request. 10. Aggregation of Orders We may aggregate your orders with the orders of other clients, associated companies or persons connected with us. We will do so only when we reasonably believe that it is unlikely that the aggregation of orders and transactions will work overall to the disadvantage of any client whose order is to be aggregated (e.g. when the automatic entry of single orders results in an aggregated order being executed). Aggregated orders and transactions will be allocated in accordance with our Aggregation and Order Allocation policy, which provides for fair allocation of orders. You acknowledge that aggregation of orders may work to your disadvantage in relation to a particular order. 11. Client Money 11.1 We do not hold clients money. We will not accept payments from you, or any agent of yours, in any form which would require us to hold or transfer money on your behalf Your money will be held as client money by our custodian Jarvis on your behalf and will be dealt with in accordance with the FCA (client money) rules, which requires them to hold your money in a client bank account, established with statutory trust status. Your money will be held by the approved bank with other clients money in a pooled client account. All cheques should be made payable to Jarvis Investment Management Limited, in addition, your account number should be written on the back of the cheque. Any stock held on your behalf will be held in the name of an authorised nominee account or a custodian appointed by Jarvis If you deal in investments overseas, you agree that we may hold your money at any approved bank or pass your money to an intermediate broker, settlement agent or counterparty outside the UK. In such circumstances, the legal and regulatory regime applying to the bank, broker, agent or counterparty with which your money is held will be different from that of the UK and in the event of a default of the bank, broker, agent or counterparty your money may be treated differently from the position which would apply if the money was in the UK We shall be entitled at any time, with or without notice, to notify Jarvis to debit your account for any amounts due to us. We shall also be entitled to advise them to convert one currency into another (or others) to meet any liability in the currency in which it has been incurred or is due (the costs of such conversion being for your account) We will be entitled to set off any amount due to you against any amount due to us Payments and Cash transfers will not be made for less than 5.00 and any account balance will accrue to the benefit of Jarvis Cash payments and transfers cannot be made to Third Parties.

4 11.8 Unless we agree otherwise, dividends, interest payments and cash entitlements received in a currency other than sterling will be converted to sterling as soon as reasonably practicable but not normally later than the business day after receipt and be paid promptly to your Account. The exchange rate used will be the appropriate prevailing commercial rate available from our bankers. We will round down the converted dividends, interest payments and cash entitlements and may keep any amounts arising out of this rounding process for our own account. 12. FX Rates 12.1 Sterling trades requiring conversion to other currencies may be converted based on the house rate at the time of settlement. The house rate is based on the spot currency market when entered by us, and will include a spread, or charge which is calculated at 1.25% of the transaction value. 13. Statements 13.1 We will send an to the address that you have provided on your application form, with a statement of account after the payment of your sale proceeds has been made. 14. Instructions 14.1 You agree to check all the documentation that we send to you in relation to your instructions. If there are any errors, you must let us know immediately. If we notice that there is an error in the documentation that we have sent to you in relation to your instructions, we will re-issue correct documentation immediately. You agree to return the original incorrect documentation to us and to repay any overpayments If you fail to comply with the above you may be committing a criminal offence. We will charge you interest on the overpayment and we will have the right to purchase replacement investments. You will pay for the investments and any costs If we are negligent and we fail to accurately carry out your instruction, we will pay you the difference between the price that you should have received from the sale of the investment and the price that you actually received You must take all reasonable steps to ensure the security of your account. We are not responsible for your acts or omissions, including losses arising from fraud, willful neglect or negligence We cannot sell investments for you unless you have the right to sell them. In giving us an instruction to sell an investment you are confirming that you own or have the right to sell that investment We may rely on and treat as binding any instruction, which we have accepted in good faith, and which we believe to be from you or someone entitled to instruct us on your behalf Transaction instructions will be accepted on an Execution Only basis over the telephone, in writing, by fax, or via our designated website. We will not accept Transaction instructions via voic or text messages. We may, entirely at our discretion, require any instructions given verbally to be confirmed in writing We may entirely at our own discretion accept limit orders from you. We will accept such orders on a good till cancelled basis. We will use our reasonable endeavors to execute such orders, however, we do not guarantee that they will be executed even if the relevant price is met. Limit orders may be executed automatically without further reference to you and it is your responsibility to cancel prior to execution any limit orders no longer required We may, at our discretion, decline to accept any order or instruction from you or instigate certain conditions prior to proceeding with your order We may acknowledge your instructions verbally or in writing (i.e. by post or ) We will assume you have received a communication from us 2 days after we post it to you by 1st class post, 5 days after we post it to by 2nd class post, immediately if sent by fax or when it is received by your internet service provider if sent to you by Both CHS & Jarvis reserve the right at any time to: - refuse any instructions: - limit the size or value of any instruction: - impose any/or vary any dealing limit; and/or - seek additional clarification or verification of instructions where we or Jarvis believe these are unclear. In particular, where investments are held in the name of another person, we may not act on your instructions until we have received satisfactory proof of your authority to deal for that other person Where you have disposed of any security with a right to receive dividends or other benefits in respect of such security, you shall ensure that any dividend payment or other benefit received by you and which is properly the property of the purchaser of such security is forthwith forwarded to us with an indication that the funds are due to the purchaser. Entitlement is established by the reference to the markets ex-dividend (or other benefit) date (that is, the date on which an investment is traded without that entitlement) and not the record date (that is, the date on which it is determined all holders shown on the register will receive a benefit) You will not be held responsible for deals placed using your account reference number if they have been placed after you have notified us of the loss, unauthorised use or disclosure of your details At the time of placing a telephone instruction, we will confirm the terms of the deal back to you to avoid any misunderstanding and ask you to confirm your acceptance. Once confirmed the terms of the deal cannot be changed. Our calls are recorded to avoid any dispute No short selling is permitted on your account. You may only sell shares that are held in our nominee or for which you have a valid share certificate in your possession and which is in the name of the Account holder We shall not be responsible for any loss or damage or depreciation in value of the Account resulting from matters beyond our control including, but not limited to, the failure, malfunction or breakdown of telecommunications, the internet, computer equipment or our website, or the action or inaction of any third party You agree to let us know immediately if you: - lose or disclose your account reference number, or if it is stolen or if you find out that someone has used your account reference number without permission; - do not receive confirmation by post that we have carried out your dealing instructions within three business days of you placing them; - receive confirmation of a deal which you did not place 15. Settlement 15.1 Whenever we execute your order we will confirm the transaction by sending you a contract note in accordance with the FCA Rules showing amounts due to you or from you on the stated given settlement date and giving other essential details of the transaction When you sell investments, you agree to deliver to us the investments being sold at least three business days prior to the settlement date All transactions are undertaken with the object of actual settlement, we reserve the right not to settle transactions or accounts with you unless and until we have received all necessary documents Settlement for most transactions entered into for you will take place through the CREST settlement system operated by CRESTco Limited.

5 15.5 Any amounts which you owe us and which we owe you in connection with any account you have with us may be set off against each other at any time and paid on a net basis without reference to you. Equally, any amounts due to be paid by you to Jarvis, or any other clearing agent with whom we deal on your behalf, may be set off by Jarvis or the clearing agent against any sum held by it on your behalf You agree that the basis of settlement shall be in accordance with the rules of the LSE or other relevant exchange on which the transaction is effected or as specifically agreed between you and us consistent with such rules Should you fail to comply with your settlement obligations we, Jarvis or other clearing agent may exercise all or any of the rights we have to apply the additional charges as detailed within the relevant published commission rates Where certificates in respect of securities within the Account are held by us they will be held at your risk. Where any such certificate is lost or destroyed regardless of blame or cause, you will be liable to meet all costs of obtaining a replacement If you are holding certificates for investments you are selling you must have them available at the time you contact us to give a sale instruction, as you are wholly responsible for confirming the number and type of securities held Where any certificate is lost or destroyed whilst in transit from you to us, from us to the Registrar, from Registrar to us or from us to you, you will be liable to meet all costs of obtaining a replacement, regardless of blame or cause Where a transaction involves the sale of securities within the Account and the party buying such securities does not for any reason pay the relevant settlement monies on the appropriate settlement date, we may in our absolute discretion repurchase the securities in question and we will not be liable for any losses or costs you may incur as a result of this We shall have a lien over all and any securities obtained as a result of any Transaction until such time that we are paid in full in respect of any Transaction and all and any sums due to us from you in relation to the Account You will at all times remain responsible for forwarding to us, prior to the Settlement Date, any or all of the documents that are required (including, without limitation, the relevant share certificate(s)) in order to complete the Transaction made in accordance with your instructions. We will need to receive the necessary documents at least 3 business days before settlement date if the trade is to settle on the intended settlement date. If we receive documents after this time, you may be charged extra in accordance with our Account Charges, and payment to you will be delayed We reserve the right to purchase replacement investments in connection with such Transaction to discharge our obligations under the sale Transaction entered into on your behalf and the following will apply: - if such investments are purchased for a lower value than the amount of monies relating to the sale Transaction, we shall be entitled to retain for our benefit this additional value. We shall not be required to apply it against any other monies or liability that you may have to us: - if such investments are purchased for a higher value than the amount of monies relating to the sale then the difference between the sale and purchase price shall become a debt due from you to us and shall be payable immediately. In addition, our Account Charges and the costs of making any such replacement shall apply. 16. Data Protection act 1998 How we use your personal information 16.1 We collect data about you and your family during the provision of this service. We will also collect data about you and your family from other people We may make checks with credit rating agencies to authenticate and verify your identity and credit status. We also make checks with organisations with whom you have policies of insurance and investments and with your mortgage provider. These checks are to help us with our legal obligations and to ensure that we provide you with advice that suits your circumstances. The scope and extent of the gathering of information from third parties depends on what type of service you are taking from us. How is your information used? 16.3 Primarily, we use your data and data about you to complete transactions on your behalf. We analyse and assess your data to maintain and develop our relationship with you Depending on the instructions we receive from you, we may pass your data to other professional advisers to enable us to provide advice most suited to your circumstances. Usually, this would be referrals to accountants, solicitors, tax advisers and sometimes to specialist advisers in the financial and insurance industry where you may benefit from the expertise of such third parties. We, and any third party specialist advisers to whom we introduce you, will pass your data to organisations when you agree to purchase or amend policies and products We will retain your data in accordance with law and regulation. For instance, if you are given specialist pension advice, the data will be retained indefinitely. If you want details of the statutory retention periods for the differing product types and classes of data please contact us We may be required to share your data with our regulator and other third parties including our auditors or insurers. Your right to a copy of your personal data 16.7 Under the Data Protection Act you have a right, on payment of a fee, currently 10, to obtain a copy of the personal information that we hold about you. If you believe that any information held is incorrect or incomplete, you should contact our Data Protection Officer at our usual address. Any information that is found to be incorrect or incomplete will be amended promptly. Our products and services 16.8 We provide an Execution Only Share sale Service. We would like to be able to contact you so that we can advise you of new products that might be suited to you. We also may advise you of any developments that might make it appropriate for us, or for third parties, to give you pro-active service about the investments, insurance and other financial products of which we are aware. We stress that your information would only be used in this way to help us to provide a pro-active service to you There may be times when we feel that a service or product may be of interest to you. In order to make you aware of these services or products, we, insurers or third parties may wish to contact you so that you can make informed choices about your finances. Please indicate your preferences using the boxes in the application form You agree we may record all telephone calls without your specific consent. These recordings shall remain our sole property and you agree that they will be conclusive in the case of any dispute that may occur.

6 17. Schedule of Charges 17.1 Details of our charges are shown in Annex 4 (subject to any variations expressly agreed with you) and these relate to any transactional charges. Any applicable VAT and stamp duty are in addition. These charges will be subject to periodic review and any alteration will be notified to you in writing. You agree that we can deduct these charges from your portfolio We may also from time to time receive a non-monetary benefit from third parties which are used to enhance the quality of service we provide to you and we will ensure that this will not detract from our duty to act in your best interests. For example, in a typical year we might expect to receive in total 20 hour s worth of training from some or all of these firms. Some of the cost of this training may be indirectly passed to you as part of the total charges they apply to your underlying investment. Other benefits we may receive include access to technical services, investment research, information technology support or the supply of product literature. Further information regarding any of these arrangements is available on request. Information about other costs and associated charges 17.3 You will also be responsible for payment of any stamp and other duties, taxes of whatsoever nature, impositions and fiscal charges (in each case wherever in the world imposed), brokerage clearing and settlement fees, custody fees, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred by us on your behalf and any applicable value added tax or similar charge We may impose certain additional charges as set out in our published rates which you shall be liable for in the event that you fail to comply with your obligations under these Terms. In particular, if you default in paying any amount when due, interest will be payable by you at the rate specified in CHS s or Jarvis s published rates, and in addition you will be charged for each letter concerning your breach of your obligations If we should enter into a transaction on your behalf using the London Stock Exchange SETS trading system or any other trading system which imposes any liability on us (in whatever capacity) we reserve the right to make additional charges to reflect the additional risk we are incurring including (without limitation) a mark-up or mark-down on the price of the investment concerned (that is at a premium or discount to the amount at which we will actually purchase or sell the investment concerned). Should we do so you will be notified at the time and details of any additional charges will be shown on the contract note issued to you In addition to paying any commission and charges due to us you will reimburse us for any costs and expenses which we may incur which are directly attributable to you. These charges may include (without limitation) the costs of providing information to third parties (such as your accountants or auditors), valuations, or our involvement in legal proceedings brought against you. 18. What to do if you have a complaint If you wish to register a complaint, please contact us: in writing: City House Investors, Complaints Department, 6B Joseph s Well, Hanover Walk, Leeds, LS3 1AB by phone: Telephone If you cannot settle your complaint with us, you may be entitled to refer it to the Financial Ombudsman Service. ARE WE COVERED BY THE FINANCIAL SERVICES COMPENSATION SCHEME (FSCS)? We are covered by the FSCS. You may be entitled to compensation from the scheme if we cannot meet our obligations. This depends on the type of business and the circumstances of the claim. Companies Act Disclosure Registered in England and Wales. Registered No Registered Address: 6B Josephs Well, Hanover Walk, Leeds, LS3 1AB. 19. Termination of authority 19.1 Either party may terminate this Agreement at any time by giving the other notice in writing Any termination will be without prejudice to the completion of the outstanding transactions (including the closing out of open positions) and will be subject to the settlement of any outstanding transactions and the payment of any charges and other amounts due. These include: fees, commission, any expenses incurred by us in terminating these arrangements and losses and expenses realised in closing out any transactions or settling or concluding outstanding obligations incurred by us on your behalf. 20. Your Rights 20.1 To the extent required by the Rules and if requested by you in writing, we shall arrange for you to receive free of charge the annual report and accounts and any other information issued to shareholders, unit holders and securities holders in respect of each investment held in your Account If requested by you in writing, we will (subject to any provisions made by or under the Rules) use reasonable endeavours to make arrangements to enable you to attend and vote at a shareholders, unit holders or securities holders meetings. You will appreciate that circumstances outside our control may mean that your attendance is not possible. We will not be liable where this is the case. 21. Changes to your Status 21.1 You shall promptly notify us of any change of address. 22. Whole Agreement and Amendments 22.1 Except where the Rules and Regulations and the law states otherwise, the terms and conditions of this agreement shall be limited to those terms and conditions set out in the Agreement Documents. No other terms and conditions shall apply We may need to amend these terms and conditions (including changes to applicable fees and commissions) by giving you at least 30 days notice. We will only make changes for good reason including but not limited to: Making them clearer and more transparent to you Reflecting legitimate increases or reductions in the cost of providing the service to you Providing for the introduction of new systems, services, changes in technology and products Rectifying any mistakes that may be discovered in due course Reflecting a change of applicable law or regulation Any amendment which is made to reflect a change of applicable law or regulation may take effect immediately or otherwise as we may specify. Most types of investment business are covered up to a maximum of 50,000. Further information about compensation scheme arrangements is available from the FSCS.

7 23. Anti Money Laundering 23.1 In accordance with the Money Laundering Regulations 2007 and the Proceeds of Crime Act 2002 : - we may require verification of your identity and address and may use agents to do so; 23.2 We will not be responsible for any loss that may result from any delay whilst your identity is verified We reserve the right to refuse any application without giving reason for doing so. 24. Personal Taxation Taxation is personal, complex and is subject to change. CHS does not offer tax advice and nothing in these is to be construed to constitute such advice. CHS accepts no liability for the tax consequences of advice provided to you. CHS will not provide or be responsible for the provision of any tax or legal advice. It is your sole responsibility to seek appropriate taxation and legal advice. 23. Governing Law These are governed by and construed in accordance with English Law and subject to the non- exclusive jurisdiction of the English Courts. ANNEX 1 RISK DISCLOSURES This Annex cannot disclose all the risks and other significant aspects of the investments that you may sell through us, but is intended to give you information on and a warning of the risks associated with them so that you are reasonably able to understand the nature and risks of the services and of the specific types of investment being dealt and, consequently, to take decisions on an informed basis. Please note that certain risk disclosures may have been included for information purposes only as we may not be in a position to provide you with the product or service for regulatory or other reasons. You must not rely on the guidance contained in this Annex as investment advice based on your personal circumstances, nor as a recommendation to enter into any of the services or invest in any of the products listed below. Where you are unclear as to the meaning of any of the disclosures or warnings described below, we would strongly recommend that you seek independent legal or financial advice. PART I: GENERIC RISK TYPES 1 Clearing House Protections/Settlement Risk On many exchanges, the performance of a transaction may be guaranteed by the exchange or clearing house. However, this guarantee is usually in favour of the exchange or clearing house member and cannot be enforced by the client who may, therefore, be subject to the credit and insolvency risks of the firm through whom the transaction was executed. There is, typically, no clearing house for off-exchange OTC instruments which are not traded under the rules of an exchange (although unlisted transferable securities may be cleared through a clearing house). Settlement risk is the risk that a counterparty does not deliver the security (or its value) in accordance with the agreed terms after the other counterparty has already fulfilled its part of the agreement to so deliver. Settlement risk increases where different legs of the transaction settle in different time zones or in different settlement systems where netting is not possible. This risk is particularly acute in foreign exchange transactions and currency swap transactions. 2 Currency Risk In respect of any foreign exchange transactions and transactions in securities that are denominated in a currency other than that in which your account is denominated, a movement in exchange rates may have a favourable or an unfavourable effect on the gain or loss achieved on such transactions. PART II: TRANSACTION AND SERVICE RISKS 1 Commissions/Transaction costs Before you begin to trade, you should obtain details of all commissions and other charges for which you must be liable. When shares are sold, incidental costs (including transaction fees) are incurred which will be deducted from the value of the security, as detailed in Annex 3. To the extent that additional domestic or foreign parties are involved in the execution of an order, including but not limited to domestic dealers or brokers in foreign markets, you must take into account that you may also be charged for the brokerage fees, commissions and other fees and expenses of such parties (third party costs) 2 Non-readily realisable investments Both exchange listed and traded and off-exchange investments may be non-readily realisable. These are investments in which the market is limited or could become so. Accordingly, it may be difficult to assess their market value and/ or to liquidate your position.

8 ANNEX 2 ORDER EXECUTION POLICY & EXECUTION VENUES CHS is required to establish and implement an order execution policy and to provide appropriate information on this to its clients. This information about CHS s order execution policy is provided to you as a client of CHS save that in accordance with COBS 11.2 Best Execution does not apply to Eligible Counterparty business. General Principles When executing orders relating to financial instruments on your behalf, CHS will take all reasonable steps to achieve best execution. This means that CHS will have in place policy and procedures that are designed to obtain the best possible execution result, subject to and taking into account the following: The nature of you as a client Your client classification The characteristics of your order; The priorities you may place upon CHS in filing those orders; The financial instruments that are the subject of the order The execution venues to which that order can be directed CHS will take into consideration a range of different factors which are set out in more detail below. In taking this range of factors into account, CHS will always seek a result that provides, in CHS s view, the best possible result. CHS s commitment to provide you with best execution does not mean that it owes you any fiduciary or other responsibilities over and above the specific regulatory obligations placed upon CHS or as may be otherwise contracted between you and CHS. Order Execution Policy Disclosure CHS owes a duty of best execution when executing orders on your behalf. CHS considers itself to be in receipt of an order when an execution instruction is given to it that gives rise to a contractual or agency obligation to you. Specifically, this will be the case when you commit to a trade that is not immediately executable, leaving discretion with CHS as to the manner of the execution and the exact terms of the resulting transaction, or where CHS executes an order as agent or riskless principal on your behalf. This policy, in providing you with best execution is to exercise the same standards and operate the same processes across all different markets and financial instruments on which CHS executes your orders. However, the diversity in those markets and instruments means that different orders that you place with CHS may take account of different factors when CHS assesses the nature of its execution policy in the context of different financial instruments and different markets. For example, there is no formalised market or settlement infrastructure for over-the-counter transactions. In some markets, price volatility may mean that the timeliness of the execution is a priority, whereas, in other markets that have low liquidity, the fact of execution may itself constitute best execution (even to the fact that there may only be one platform/market upon which we can execute your order) because of the nature of your order or of your requirements. Execution Factors Subject to any specific instructions from you, when executing an order on your behalf or transmitting them to another entity for execution, CHS will take into full account the following execution factors into account: Price; Speed; Likelihood of execution or settlement; Size of the order; Cost of the transaction; Nature of the order including complexity; Any other consideration relevant to the efficient execution of the order. CHS acknowledges that price will generally merit a high relative importance when obtaining the best possible result, but we will also take into account the following criteria when determining the relative importance of the execution: The characteristics of the client; The characteristics of the client order; The characteristics of financial instruments are the subject of the order; The characteristics of the execution venues to which that order can be directed. Execution Venues In meeting its obligations to take all reasonable steps to obtain on a consistent basis the best possible result for the execution of your orders, CHS may use one or more of the following venue types when executing orders on your behalf: Regulated Markets; Other exchanges that are not Regulated Markets; Multilateral Trading Facilities (MTF); Third party investment firms, brokers, and/or affiliates acting as Market Maker or other liquidity provides; and/ or non EU entities performing similar functions. This list is not exhaustive and CHS may use other venues from time to time when it is in the best interests of the client. You should note that, where you have provided your express consent, some of your order may be executed outside a Regulated Market or MTF (even where that order could be executed through a Regulated Market or MTF. Specific Instructions To the extent that you provide CHS with a specific instruction in relation to your order, orders or any part of that order, including selecting to execute on a particular venue, in following your instructions, CHS will be deemed to have taken all reasonable steps to provide the best possible result in respect of that order or any aspect of that order. If you require that your order be executed in a particular manner and not in accordance with this policy, you must clearly state your desired method of execution when you place the order. To the extent that the specific instructions are not comprehensive, CHS will determine any non-specific components in accordance with this policy. However, please note that any specific instructions from you may prevent CHS from following the procedures it has designed and implemented in this policy to achieve the best possible result for you in respect of the elements covered by those instructions. Monitoring and Review CHS will monitor the effectiveness of both its order execution arrangements and its order execution policy with view to identify and, where appropriate, correct any deficiencies. CHS will assess whether the execution venues included in the order execution policy provide the best possible result for you or whether CHS needs to make changes to its execution arrangements. CHS will notify you of any material change to its order execution arrangements.

9 ANNEX 3 City House Securities Limited Centrica plc Execution only share sale Service Commission and Charges Statutory Charges PTM levy Panel on Takeovers and Mergers levy 1 on sales over 10,000. Other Charges BACs cash withdrawal fee Free CHAPS withdrawal fee 25 Late settlement fee 20 All above charges are subject to VAT at the prevailing rate with the exception of Dealing Commission, which is exempt. In certain circumstances additional fees or charges may apply (refer to our ). There may be additional third party charges, such as those levied by our/your bank for processing an international payment (if applicable). Commission per Transaction Minimum commission % on transaction value between 0-50,000 then 0.20% on the balance above 50,000 Example of Charges There will be commission charges levied on each transaction which will be detailed on the contract notes sent to you. The example below shows the illustrative cost based on a transaction value of 10,000. Example share dealing commission:- Assuming a sale of 2000 shares at a price of 500p resulting in 10,000 consideration, then the share dealing commission calculation would be as follows:- Consideration 0.5% = 50 Total share dealing commission = 50

10 City House Securities Limited is an appointed representative of City House Investors Limited which is authorised and regulated by the financial conduct authority number , City House Securities Limited registered in England and Wales. Registered number Registered Office: 6B Josephs Well Hanover Walk, Leeds, LS3 1AB.