[ Luxembourg ] General Terms and Conditions for Corporate and Institutional Clients. ING Luxembourg S.A.

Transcription

1 [ Luxembourg ] ING Luxembourg S.A. General Terms and Conditions for Corporate and Institutional Clients December edition 2012 (applicable from 1 st January 2012) These Terms of Business set out the basis upon which we will provide our services to you. You should take the time to read them carefully since you will be legally bound by them in your dealings with us. Please inform us if there is anything that you do not understand in these Terms of Business.

2 Contents General Terms and Conditions Page 2/25 A. General provisions...3 A.1. Communication and dispatches...3 A.2. Changes in denomination, powers, addresses and other...3 A.3. Signatures...4 A.4. Form, execution and evidence of instructions...4 A.5. Evidence of the order...5 A.6. Complaints...5 A.7. Collateral...5 A.8. Data protection...6 A.9. Charges, expenses and taxes...6 A.10. Exclusion of liability...7 A.11. Amendments to these General Terms and Conditions...7 A.12. Applicable law and jurisdiction...7 A.13. Miscellaneous...7 B. Provisions relating to the accounts...7 B.1. General provisions...7 B.2. Overdrafts...8 B.3. Current accounts...8 B.4. Foreign currency accounts...8 B.5. Term accounts...8 B.6. Other deposit account...8 B.7. Account termination and settlement...8 B.8. Bank statements...8 C. Provisions relating to payment services...8 C.1. General provisions...8 C.2. Transfer...11 C.3. Direct debits (Domiciliation)...11 C.4. Standing orders...12 C.5. Cash withdrawal...12 C.6. Cash deposit...12 C.7. Visa cards...12 C.8. Bank Internet Access...12 D. Provisions relating to trade bills...12 D.1. General provisions...12 D.2. Cheques...13 D.3. Statements - unpaid items D.4. Liability D.5. Documentary collections D.6. Domiciliation of trade bills E. Provisions relating to security transactions E.1. Introduction E.2. Client categorisation E.3. Risk warning E.4. Suitability and appropriateness E.5. Instructions and execution of transactions E.6. Settlement of your transactions E.7. General provisions of conduct E.8. Conflicts of interest and inducements E.9. Reporting to the Client E.10. Custody of financial instruments and other assets F General provisions E.11. Collateral E.12. Events of Default E.13. Fees and charges E.14. Representations and warranties E.15. Mandate E.16. Exclusion of the Bank s liability E.17. Indemnity Annex 1 - Protection owed to different Client types Opt up from Retail Client to Professional Client Opt up from Retail Client or Professional Client to Eligible Counterparty Annex 2 - Product and service risk disclosure I. Introduction II. Products and investments III. Generic risk types IV. Transaction and service risks ********************************************************************************************************* Definitions The terms set out below are defined as follows for the purposes of these General Terms and Conditions: - Bank:, with registered office at: 52, route d'esch, L-2965 Luxembourg. Chamber of commerce nr B 6041, identification nr , VAT nr LU ; authorised and under the control of the CSSF - CSSF : Commission de Surveillance du Secteur Financier, 110 Route d Arlon, L-2991 Luxembourg, direction@cssf.lu, Tél Client: each corporate or institutional entity entering into a relationship with the Bank. - bank working day: a Bank working day as defined in the Bank s tariff in force. - payer: an individual or legal entity who as an account holder authorises a payment order from his account or, in the absence of such an account, an individual or legal entity who issues a payment order. - EEA: European Economic Area, at the time of entry into force of these General Terms and Conditions comprising the 27 Member States of the European Union, Liechtenstein, Norway and Iceland. - SWIFT: Society for Worldwide Interbank Financial Telecommunication - MiFID: Directive on markets in financial instruments (2004/39/EC dated 21 April 2004) - SEPA : Single European Payment Area - CETREL: Cetrel S.A., 10, Parc d activité Syrdall, L-5365 Munsbach, or any other entity subrogating or replacing it; - Internet Access: the online banking service via the transactional part of the Bank's website enabling the Client to perform various operations. - Mobile access to the website: a way in which Clients can, amongst other matters, check all their accounts and manage transfers from their smartphone or tablet; the rules for use of the Internet and warnings shall apply to mobile website access. - Remote selling: any contract for sale relating to financial services and/or products entered into between the Bank and the Client in the context of the entry into online relations (or application to open an account) and/or the purchase of an online service and/or product offered by the Bank which, for that contract, uses exclusively one or more remote communication techniques, until conclusion of the contract, including the conclusion itself of the contract, in particular via its website. - Ing.lu ( the Bank s website address

3 Page 3/25 A. General provisions Subject to any specific agreements or special regulations applicable to certain types of transactions, business relations between the Bank and the Client shall be governed by these General Terms and Conditions and any amendments which may be made hereto. The Clients and the Bank shall comply with customary banking practices, unless otherwise stipulated in these General Terms and Conditions or in separate special agreements or regulations. The Client accepts these General Terms and Conditions upon entering into a relationship with the Bank. A.1. Communication and dispatches A.1.1. Languages In its written correspondence with the Client the Bank undertakes to use the language (French or English) chosen by the Client upon entering into his relationship with the Bank or subsequently where applicable. Unless otherwise provided, these General Terms and Conditions and contracts, forms, tariffs and other documents shall be made available to or concluded with the Client in the language of correspondence chosen by the Client. A.1.2. Correspondence addressed to the Client A Without prejudice to articles A.1.4 and B.8.1 of these General Terms and Conditions and unless expressly stipulated otherwise, any correspondence addressed to the Client shall be sent at his expense to his registered address or any other address (including electronic) as indicated on the account application form. All communications shall be validly made to the Client where they are sent to the Client s last known address (including electronic) or last known fax number by the Bank. A At the Client's request and subject to the payment of fees fixed in the Bank's tariffs in force at the time, the Bank shall hold, for up to one year, any correspondence and make it available for collection from the duly appointed branch. At the end of this period, the Bank has the right to destroy any unclaimed documents. The correspondence held for collection is deemed to have been received by the Client on the day after the date indicated on the document independently of whether or not the Client has seen or been aware of the documents and even if this concerns formal notices, time limits and any other communication with negative consequences for the Client. Notwithstanding any provision to the contrary, the Bank reserves the right but is not bound to contact the Client wherever it believes the latter might be found and by any method which it deems appropriate, to send important information concerning the Client's accounts directly to the Client s last known postal or address or fax number and to send the Client any correspondence held for collection whenever it deems such action necessary. The Client shall refrain from making any claims for compensation in respect of the prejudicial consequences of any such contact thus made or correspondence thus dispatched. The Bank shall not be answerable for damage or other consequences which may be caused by the non-receipt of the Bank s correspondence resulting from following the Client s instructions concerning the communication methods, the dispatch, the delivery of the correspondence to a third party or the granting of a right of inspection, as well as consequences resulting from the method of communication used or from the failure to collect the correspondence kept for him by the Bank. A The evaluations provided on any statements, reports and/or valuations of security portfolios issued by the Bank are supplied to the Client on an information only basis, all errors and / or omission excepted. These evaluations are based on financial data provided by external suppliers which are carefully selected by the Bank but over which it has no control. Except in the case of gross negligence on its part, the Bank shall under no circumstances be held liable for ensuring that the evaluations provided are up-to-date, complete, reliable or of good quality or for the direct or indirect consequences of the use of said information by the Client. The Client releases the Bank from all liability if the external suppliers fail to provide the relevant financial data in time. A.1.3. Correspondence addressed to the Bank A Unless otherwise agreed, any notice or correspondence addressed to the Bank shall be sent to its registered office or to the fax numbers or addresses indicated by the Client s account manager or, failing this, to the following fax number or address: fax: , info@ing.lu. A The Bank shall not be held liable for the authenticity, validity, translation or interpretation of any documents delivered to it except in the case of gross negligence on its part. The Client guarantees the authenticity and conformity of any document sent by him or his proxy and undertakes to inform the Bank of any significant change to these documents. Failing which, the Client alone shall be liable for all the consequences generally which might arise as a result. A.1.4. Correspondence by Any Client providing his address to the Bank thereby agrees to communicate with the Bank via his address and is therefore ready to receive information, notably confidential information, by this means. Moreover, the Client in full knowledge of the facts authorises correspondence between his proxy (proxies) and the Bank and between the Bank and professional third parties providing services for the Client including domiciliation agents, lawyers, accountants and notaries. The Client declares that he is aware of the risks related to the absence of any guarantee of the completeness or security with this means of communication which does not permit any guarantee of banking secrecy, and releases the Bank from any prejudicial consequences which might result from his use. A.1.5. Dispatch and transportation of valuables The valuables and documents of whatever nature, dispatched to or by the Bank, travel at the expense and risk of the Client who dispatches them or to whom they are dispatched or on whose behalf they are dispatched. Delivery at or collection from the Client s domicile shall also be at the expense and risks of the Client. The Bank may take out, at the charge of the Client, any insurance it deems necessary for dispatching to or collecting valuables from the Client s domicile without any obligation in this regard. Dispatches can also be insured at the express request of the Client and at his expense. The Bank shall take out such insurance with the insurance company of its choice. The Bank shall not accept any liability in this regard. In the event of loss the involved parties shall only be entitled to the indemnity paid to the Bank. A.2. Changes in denomination, powers, addresses and other A.2.1. Notwithstanding any other publication or registration procedure, in order to be binding on the Bank any change in name, legal form, registered office, address (notably address), fax number, capacity or powers shall be notified to the Bank in writing or via the Internet Access. Failing this, the Client shall bear sole liability for any consequences in general which may arise as a result. The Bank shall not incur liability until the end of the fifth bank working day following receipt of notice of such a change. A.2.2. Power of attorney Barring gross negligence, the Bank shall not be held liable for the consequences which may result from the forgery, imprecision or incompleteness of powers of attorney which may be presented to it or from revocation notices of such powers of attorney. The powers of attorney which one person grants to another shall be considered as valid from the moment they are deposited with the Bank until they are revoked by written notification to the Bank by registered letter or presented to the Bank against a written receipt. However the Bank shall only be held liable after the end of the fifth bank working day following receipt of the power of attorney or the revocation document. The Bank is authorised to refuse a power of attorney if it has any doubts concerning its origin, authenticity, nature or for any other reason. Powers of attorney shall cease to have effect with regard to the Bank, following the occurrence of one of the causes stipulated in article 2003 of the Civil Code (death, unless agreed otherwise, interdiction, bankruptcy of the holder or the proxy), on the fifth bank working day

4 Page 4/25 after the Bank shall have been informed thereof, although it shall not be required to gather such information itself. The Bank reserves the right, without any obligation on its part, to accept any substitution of a proxy that may also be notified to it in writing. By acting in such a manner it shall not accept any liability. The Bank makes power of attorney forms available to its Clients, such as postal mandates and general power of attorney. It reserves the right to disregard any powers of attorney that may have been granted in any other form. The same shall apply to powers of attorney in which the description of powers may be too complicated to be managed by the Bank Postal mandate With a postal mandate the Client authorises the Bank to deliver all account statements, records and advice notes relating to the specified client number(s) and any other correspondence addressed to him to the person(s) he designates as his authorised "Information Mandate Holder(s)". If the information mandate holder(s) has/have signed an Internet banking contract, they can have online access to consult those statements, records and advice notes relating to the client number(s) General power of attorney With a general power of attorney the Client authorises the proxies he designates to make in his name and on his behalf all deposits, transfers, payments, withdrawals and other transactions on the specified client number(s) or account(s). Moreover, the Client authorises his proxies to request interest capitalisation on and/or close his accounts, determine balances, issue and accept all receipts and discharges, order the purchase and sale of financial instruments in the name of and on behalf of the Client and duly carry out any banking transactions whatsoever. It is understood, however, that the Bank reserves the right to require the Client s signature(s) in such matters at its discretion. Unless expressly excluded in writing by the Client, a general power of attorney also authorises the Bank to issue all account statements, records, advice notes and any other correspondence relating to the account(s) specified in the power of attorney to the proxy(proxies). If the information mandate holder(s) has/have signed an Internet banking contract, they can have online access to consult those statements, records and advice notes relating to the client number(s). A.3. Signatures A.3.1. Signature specimens At the time of entering into the relationship with the Bank, the persons authorised to deal with the Bank must supply a signature specimen. As far as the conformity of signatures with the specimen supplied, the Bank shall only be liable for gross negligence. Any change in the type of signature of the holder or his proxy must be lodged as a new specimen with the Bank, failing which the Bank cannot be held liable for any loss or damage linked to the nonconformity of the specimen initially remitted to the Bank. A.3.2. Electronic signatures For transactions in which hand-written signatures have been replaced by a method of personal and confidential electronic access, such as the entry of a confidential and personal identification number (PIN) or the entry of other specific identification elements, notably in the transactional section of the Bank s website, the said electronic signature shall bind the holder with the same value as the hand-written signature. The holder of this PIN or the specific identification element undertakes to keep it secret and inaccessible to third parties. The account holder shall be liable towards the Bank for all direct or indirect consequences resulting from the disclosure of the personal identification number or the specific identification element. He shall be liable for any misuse of this electronic signature and shall indemnify the Bank for any resulting loss or damage. A.4. Form, execution and evidence of instructions The Bank may subject the settlement of any transaction with its Clients to the provision of any information and supporting documents it may deem necessary relating in particular to its legal obligations relating to anti-money laundering efforts. Any change to any aspect of this information must be notified in writing to the Bank immediately, signed by the Client and accompanied by the necessary supporting documents A.4.1. Form of instructions The Bank provides its Clients with various forms to be used for the provision of orders. However, the Bank may but is not bound to agree to execute orders provided to it in any other written format. In such a case the Bank may levy an additional charge in accordance with its tariff in force. A.4.2. Electronic waiver The Client authorises the Bank to execute all orders, he or his designated mandate holder(s) transmit to the Bank in writing, but also and without specific contrary convention, by fax, telephone, telex, Swift or any other means of communication agreed upon in advance by the Bank (hereinafter known as the "means of communication"). The transmission of orders by is expressly prohibited. The Client declares that he is aware of and accepts all the risks relating to the use of these means of communication. He will assume sole responsibility, under all circumstances, for any detrimental effects that may result from the transmission of confidential information by these means of communication and from acceptance and execution of such instructions by the Bank, particularly with regard to any errors, omissions or delays that might occur in their execution. Furthermore, the Client renounces the right to take any legal action whatsoever against the Bank so that there will be no prejudice to the Bank in connection with the execution of such instructions or the use of such means of communication. The Client considers the execution of such instructions by the Bank as valid and accepts that these instructions thus given are binding upon him and that the records of the Bank are sufficient to prove the instructions have been executed as they were given. The Client acknowledges and accepts that any signed document received by the Bank by fax or any other means of communication agreed upon in advance by the Bank will have the same legal effect and the same probative value as an original. The Client declares that he is aware that, for all instructions sent by these means of communication, he will not be in possession of the information, either wholly or partially, that the Bank would have been able to provide him concerning to the foreseen transactions. As a result, the Client releases the Bank from all responsibility regarding the consequences arising from the completion of the Client s instructions without such information. The Client is aware that the Bank cannot warn him before execution, whether the transaction is not compatible with his investment profile and he accepts all the consequences thereof. A.4.3. Order execution A The Bank is authorised to act on instructions given by or in the name of the Client and to execute orders in accordance with the information contained in such instructions. The Client accepts full liability for any errors, omissions or ambiguities contained in such information which may lead to the refusal or the incorrect or delayed execution of the order. In case of doubt the Bank reserves the right to demand written confirmation of instructions which are given to it. It may keep such instructions pending until receipt of such written confirmation. The Bank may refuse any order which is not authorised by the payment service proposed by the Bank and/or authorised on the account in question and any order in a currency not authorised by the Bank in its tariff in force at the time of the payment transaction. The Bank may refuse to execute an order if it has reason on any grounds whatsoever to believe that it is not authentic, correct or appropriately authorised. It may also refuse to execute an order in case of a garnishee order on the account to be debited, doubt as to the legality of the transaction, the involvement in the transaction of a person and/or bank of bad reputation, a transaction involving a country of bad reputation, force majeure, risk of the transaction being stopped, fraudulent misrepresentation, money laundering and more generally any risk of fraud. In these circumstances, the Client will bear all the consequences of delays in execution or non-execution of the order. The Bank reserves the right, without any obligation on its part, to request such information as it deems necessary from the principal of the transaction to confirm his identity and to explain the economic nature of the transaction. Barring gross negligence, the Bank shall not be liable for any consequences resulting from the execution of forged orders presented to the Bank.

5 Page 5/25 The crediting to an account of an amount resulting from a transaction whose settlement is not known or not concluded at the time of the booking shall, unless agreed otherwise, be made "under the usual reserves", even if the clause "under the usual reserves" is not expressly mentioned. If the transaction is not carried out, the Bank shall be expressly authorised to debit the account without notice. Instructions shall only be carried out insofar as there is sufficient funding and provided that the signature matches the registered specimen. The Bank reserves the right to credit the beneficiary's account in its own books with all amounts to be transferred in favour of such beneficiary notwithstanding the fact that the funds were to be made available to the beneficiary, transferred to the beneficiary s account with another bank or an account of the beneficiary at the Bank other than stipulated in the order. The Bank reserves the right to determine the method of execution of all payment orders given to it by its Clients (payments in cash, dispatch of funds, transfers, cheques or any other method of payment which can be considered normal banking practice). Where the Client chooses not to use the method of execution proposed by the Bank, the Bank may either refuse to execute the order or levy an additional charge in accordance with the tariff in force. A Blocking or refusing a transaction The Bank may refuse to execute a transaction and/or block accounts or transactions if the Bank has reason to believe that the transaction(s) is(are) in breach of a law, obligation or regulation binding on the Bank or with which the Bank has undertaken to comply, in particular: - under any Community or national legislation, such as the legislation on money laundering and the financing of terrorism, in particular as regards its know-your-customer duty; - where there is an injunction or order from any competent authority to freeze funds or any other specific measure associated with preventing or investigating crime; - where the Bank realises that the Client has made a false declaration or given incomplete information. - if the Client has contravened an obligation of any kind to the Bank, entered into under these Terms and Conditions or any other agreement or declaration; and/or - if unusual circumstances regarding the form, amount, description or any other characteristic of the order generate fears that the order has not originated from the Client, is a forgery or has been altered and the Client could not be reached to confirm being the originator of the order; under such circumstances, the Bank is authorised to place the order on hold, without thereby incurring liability, until it has been able to contact the client using the contact details provided by the latter when the account was opened. In the cases stipulated in the present article A , the Bank shall inform the Client immediately by letter (post or ) of the blocking, unless the fact of giving that information is unacceptable for security reasons or is prohibited by any Community or national legislation. The Client will not be entitled to compensation due to the freezing of an account or the suspension of transactions as provided for under the present Article. The Bank may refuse any request by the Client to unblock the account so long as, at its sole discretion, it believes that the reasons for the blocking continue to exist. The liability of the Bank will be limited under all circumstances, as provided for under Article A.10 below. A.5. Evidence of the order Unless evidence to the contrary is furnished, the Bank s books and records shall be deemed to provide evidence of orders given to the Bank by the Client. The Client may not rely on the Bank's diligence to fulfil his own obligations with regard to the keeping of records even though the Bank s records might be put at the disposal of the Client at his request at the entire discretion of the Bank. If necessary and in contravention of article 1341 of the Civil Code, the Bank shall be allowed to provide evidence of such instructions by any legal means, notably by giving testimony. A.6. Complaints A.6.1. All Client complaints are to be sent in writing to ING Luxembourg, to the attention of the department "Customer Care" at 52 Route d Esch, L-2965 Luxembourg. A.6.2. The Client can obtain correction of an unauthorised or incorrectly executed payment transaction only by immediately reporting in writing any error which he identifies in the documents or account statements sent to him by the Bank to Customer Care. If no complaint is received within the above period, all account statements and interest statements shall be deemed to be exact and approved by the Client. Without prejudice to the rules on domiciled post set out in article A above, the Client shall be presumed undeniably to have identified the unauthorised or incorrectly executed payment transaction within 30 days of the date on which the account statement relating to the disputed payment transaction was sent. If no such notification is given within that period, taking into account to the nature of the transaction in question, the transaction shall be deemed to be correct and accurate and to have been approved by the Client. The Client is advised that if he does not obtain satisfaction from the Bank he may lodge a complaint with the CSSF or take legal action. In any event and even after the aforementioned periods the Bank reserves the right to debit from any account held on its books any payment or other transaction made to it without permission or in error. Account statements are thus always issued subject to any errors or omissions in calculation or record keeping. A.7. Collateral A.7.1. Account indivisibility Without prejudice to the laws, regulations and agreements governing special purpose accounts, all the accounts of a same Client, of whatever nature and whatever the terms and conditions applicable to them, whether with a credit or a debit position, callable or not, which a Client holds with one or more of the Bank s branches form subaccounts of one single and indivisible account. The Bank has the right to merge, at any time, these sub-accounts and to make transfers at any time by simple notice from one sub-account to another, of a debit balance to a credit balance and vice versa, and even from a debit balance to a debit balance, the term "balance" meaning here a debit or credit position. The balance of the single account is secured by all the collateral pledged as security and personal guarantees linked to any of these various sub-accounts. If some sub-accounts are held in foreign currencies, they shall be converted into Euro at the exchange rate in force on the account settlement or transfer date. Furthermore the Bank, in the case where an asset expressed in a currency other than that in which the debit balance of another account is denominated no longer offers a sufficient margin, reserves the right of immediate conversion. The Bank alone shall judge if such cover is sufficient. A.7.2. Right of set-off All transactions between the Client and the Bank, for the purpose of his business relationship, are deemed to be inter-related. The Bank may, at any time, without notice, even after the bankruptcy of the Client, generally set-off respective credit and debit balances, whether callable or not, possibly by converting for this purpose foreign currencies into Euro and vice versa, and by making transfers from one account to another. The Bank shall determine at its own discretion which of its claims it shall set-off. Due balances shown by accounts opened in the name of a Client can be transferred, without giving legal notice or other formalities, to accounts opened jointly and severally and/or indivisibly in the name of said Client and third parties. Unless otherwise agreed, the Client waives the right to invoke Article 1253 of the Civil Code and agrees that the Bank may, at its own discretion, apply any sums received from the Client to the debt or proportion of the debt it is intended to reduce. A.7.3. Transfers between accounts held by jointly and severally and/or indivisibly liable parties All accounts in the name of a Client and showing a debit balance whose repayment has been demanded may be credited, without formal notice or any other formalities by transferring to such account the credit

6 Page 6/25 balances recorded in the name of persons who together with the said Client are jointly and severally and/or indivisibly liable towards the Bank, either as principal or as secondary obligors under any collateral endorsement or any other guarantee. For this purpose, the Bank may, at any time, carry out any transfers which may be necessary to clear the debit balance of an account using the assets of another account. A.7.4. Non-fulfilment of obligations right of retention The Bank is authorised not to fulfil its obligations if the Client himself fails to fulfil any of his own obligations for whatever reason. All sums and assets, of any kind whatsoever, held by the Bank on behalf of the Client, may be retained by the Bank in the case of nonperformance or delayed performance by the Client. A.7.5. Joint and several liability and indivisibility All persons who are co-holders of an account or assets, cobeneficiaries of a facility or jointly affected by the same transaction irrespective of their capacity are jointly and severally as well as indivisibly bound by all the obligations attached thereto. The Client s heirs, assignees universal claimants or claimants considered universal are bound jointly and severally as well as indivisibly by all of its obligations vis-à-vis the Bank. A.7.6. Indivisible and preferential pledge All documents, fungible or non-fungible bearer securities, assets, money claims, transferable securities, financial instruments, bills of exchange as well as precious metals entrusted and/or to be entrusted by the Client or on his behalf to the Bank constitute, ipso jure, an indivisible and preferential pledge to guarantee the total execution in principal, interest, commissions, costs and incidentals of all present or future commitments or obligations, including conditional or term debts, which the Client has entered into or may enter into towards the Bank for whatever reason, either alone or with joint and several third parties or not. The Bank may not be obliged to relinquish such assets. Furthermore and unless otherwise agreed, all guarantees pledged now or in the future by or for the Client in the Bank's favour, irrespective of the date thereof, will secure the payment or repayment of any sums owing now or in the future by the Client to the Bank. The Bank may exercise its rights and prerogatives in the most favourable manner authorised by law two full days following the notification by registered mail to the Client of its intention to realise all or part of such a pledge. The two-day period starts on the date the registered letter is deposited at the post office. The Bank shall name the place, and as the case may be, the procedure and the bailiff or other qualified agent who will carry out the liquidation of all or part of the pledged assets. If the pledge consists of financial instruments under the terms of the Law of 5 August 2005 on Financial Collateral arrangements as amended and if these are listed on an official stock exchange in Luxembourg or abroad or traded on a regulated market, the Bank may, failing payment upon the due date, even without a previous formal demand, either have the financial instruments sold at the stock exchange or on the market on which they are traded, or appropriate the financial instruments at the current price or the last net asset value published, in the case of equities or shares in collective investment undertakings which regularly calculate and publish a net asset value. The Bank may also, even without a previous formal demand, in the event of failure to pay on maturity, appropriate the assets pledged to it at their market value in accordance with the Law of the 5 August 2005 as amended. The sale or appropriation shall be carried out at the price on that day. In the case of pledged assets, the Bank may, under the terms of the Law of 5 August 2005 governing Financial Collateral arrangements as amended, set off, to the corresponding amount, the obligations of the Client towards it and those of the Bank towards the Client, without prejudice to the account indivisibility agreement and/or setting off stipulated in these general conditions. For this purpose, the Bank is authorised to carry out exchange transactions or to settle in advance any transactions maturing in the future. In application of this general pledge, when required: - fungible or non-fungible bearer securities, precious metals in general and all securities and financial instruments deposited by the Client with the Bank are forwarded to the Bank by way of pledge; - the Bank is authorised to list under its name, in the issuer s registers, all registered securities to be held by the Client in its accounts with the Bank; all other negotiable securities can be endorsed by the Bank, in the name of and on behalf of the Client, indicating that the securities have been remitted as a guarantee, - all securities and all fungible precious metals are considered as registered in a special account and, to this effect, the account opened in the name of the Client is declared by mutual agreement to be a special account constituted to this effect. The Bank hereby accepts all the Clients assets held at the Bank in pledge in its favour. Without prejudice to any special guarantees obtained and the guarantees referred to above, the Bank shall be entitled at any time to require further guarantees to be pledged or existing guarantees increased to cover risks incurred by virtue of operations executed with the Client, matured or for future settlement, free of conditions or to which a condition precedent or subsequent is attached. A.8. Data protection A.8.1. The Bank may communicate the information supplied to it by the Client and any other information relating to its accounts or its relationships with the Client to any company in the ING Group or in accordance with the regulations in force or wherever it is necessary to fulfil its obligations in respect of the Client or for commercial purposes. The Client expressly agrees that the information thus passed on is no longer covered by a duty of banking secrecy. A.8.2. Subject to the previous article, the Bank shall not communicate this information to third parties unless authorised to do so under the relevant legal provisions. The Bank shall treat all information it holds in relation to the Client as private and confidential both during and after the end of its relationship with the Client. The Bank shall not pass on any information to a third party except to ING Group entities, unless it is obliged to do so by the regulations in force, has a duty to make it public, its communication serves the interests of the Client or the Client has requested or given its approval to such communication. A.8.3. The Client agrees to permit the Bank and other companies in the ING Group: - to store and process the information they hold on the Client; - to use this information to manage and operate the Client s account, supply any service, monitor and analyse the operation of the account, determine a credit limit or take any other credit decision, evaluate interest rates, commissions and other charges applicable to the account, to permit the Bank to carry out any statistical or other analysis and to prevent fraud; - to communicate this information to companies belonging to the ING Group including those outside the European Union; - to communicate this information to its service providers, proxies, any person to whom the Bank has assigned or intends to assign rights and obligations or authorised credit rating agencies or other entities which assist the Bank in taking credit decisions and preventing fraud, and in relation to identity verification, fraud prevention and credit regulation operations; - to analyse and use the information held on the Client in order to provide him with information on products and services which in the Bank s view might interest it. Any Client who does not wish to receive such information is requested to inform the Bank. A.8.4. The Client agrees that in the interests of any of the objectives described here above the Bank may also transfer the information held about him to countries, including those outside the EEA, which may not have data protection legislation. The Bank reserves the right to record telephone conversations without warning (unless the regulations in force require such warning) in order to assist in the processing of orders, retain evidence of any commercial transaction or other commercial communication, monitor services provided for the benefit and/or at the request of Clients and verify the validity of orders. Such recordings belong to the Bank and the Client accepts that they constitute proof of such orders or instructions. The Bank may also use these recordings and/or transcripts for any other need it might find appropriate. A.9. Charges, expenses and taxes A.9.1. Unless otherwise agreed, the fees, interest rates, compensation and commissions charged by the Bank are set out by it in a tariff. An extract of this tariff is available to Clients at each branch of the Bank and /or on the Bank s website If this extract does not contain the tariff applicable to the transaction or order the Client wishes to place, the Client should request the

7 Page 7/25 necessary information from his branch or his account manager, prior to placing the order or concluding the transaction. When an order and/or transaction is executed, the Client is, in all cases, deemed to be aware of and to have accepted the Bank s tariff. A.9.2. Investigation charges as well as the charges incurred by the Bank as a result of legal proceedings instituted against the Client shall be debited from his account(s). This shall also apply to all expenses incurred as a result of measures taken against the Client by any authorities and to all expenses paid out by the Bank in the interests of the Client or his eligible parties. A.9.3. All stamps or registration fees, all taxes due in case of transfer of assets, all taxes and duties, all duties payable as a result of any transaction with the Bank or for whatever reason shall be borne by the Client. A.9.4. All duty and tax on capital income paid by the Bank acting as income payer, intermediary or paying agent or which it owes as a result of use of the sub-depositary shall be borne by the beneficiary of the income. A.9.5. The Bank shall not be held liable for any loss or damage that may occur as a result of the omission to make, or to properly make, the applicable tax deductions. A.9.6. All legal and extra-legal costs incurred by the Bank in clearing any debit balance or in exercising any guarantees shall be borne by the Client. A.10. Exclusion of liability A The Bank shall incur no liability for any damage, loss or expenses suffered or incurred by the Client due to the performance by the Bank of its contractual obligations except in case of gross negligence by the Bank. A The Bank shall be liable for the non-performance of any of its obligations only in the event of gross negligence on its part. In all events its liability shall be limited to direct damage. A Neither is the Bank liable for any prejudice which might result for its Client from any statutory or regulatory duties or decisions taken by the Luxembourg or foreign authorities, notably in relation to exchange controls, credit management or withholding taxes, etc. A The Bank accepts no liability for any damage, loss or expense suffered or incurred by its Clients as a result of a third party (including all brokers, banks, proxies, deposit holders, markets, custodians or clearing houses), whether or not appointed by the Bank, subject to the Bank s having taken the necessary care in appointing them. However, the Bank shall only be liable in case of gross negligence on its part. A Neither the Bank nor any third party acting in its name shall incur any liability whatsoever in respect of the Client (except in case of fraud) for any damage, loss or indirect, special, ricochet, accessory or disciplinary cost which the Client may suffer or incur in any manner, whether or not provoked and whether or not foreseeable. For the purposes of this article the expression damage, loss or indirect cost shall include, notably, any damage, loss or cost linked to the Client s inability to assign financial instruments in case of a fall in prices, to acquire financial instruments in case of a rise in prices, to conclude or complete any other transaction (such as a hedge, swap or other derivative transaction) under the terms of which the Client is bound to assign or acquire financial instruments, and any other damage resulting from a loss of business, profits, Clientele or data. A The Bank assumes no liability in respect of any loss or damage suffered by its Client as a result of force majeure or any event outside its control including, notably, any breakdown in transmissions, communications or information technology networks, postal and other similar strikes or collective industrial action and failure by the markets, clearing houses and/or brokers involved to perform their obligations for any reason whatsoever. A.11. Amendments to these General Terms and Conditions A Unless otherwise provided, the Bank may amend these General Terms and Conditions, its tariff and any contract or specific conditions applicable to its products or services at any time and without notice. A The Client shall be notified of such amendments via the Bank s website (secured or not) or by means of information sent with account statements or any other postal or correspondence sent to him by the Bank. These General Terms and Conditions and the Bank s tariffs in force can also be consulted on the Bank's website at any time. A If the Client does not wish to accept these amendments, he must terminate in writing his business relationship with the Bank or the product or service affected by these amendments prior to the date of their entry into force. Unless otherwise provided such termination shall be free of charge and have immediate effect. Failure to use this right shall constitute acceptance by the Client of the amendments. A The new provisions shall apply both to future transactions and to transactions initiated prior to the entry into force of the amendments. A.12. Applicable law and jurisdiction A The law applicable to and the courts with jurisdiction over any dispute arising between the parties hereto are Luxembourg law and the Luxembourg courts, unless expressly agreed otherwise. A The jurisdiction of the courts specified in this article shall not restrict the Bank s right to lay a case before any other court within the relevant jurisdiction or at its discretion any appropriate arbitration corporate body. The Client agrees to submit to the jurisdiction of these courts and the rules of this arbitration corporate body whatever they may be. A.13. Miscellaneous A The cancellation or ineffectiveness of certain clauses or of a part of these General Terms and Conditions or of the Bank s tariff or contracts or conditions shall affect neither the validity nor the effectiveness of the other conditions. A Unless otherwise agreed, in case of discrepancy between the French version and the translated versions of these General Terms and Conditions or of the Banks contracts and/or other conditions, only the French version shall prevail. B. Provisions relating to the accounts B.1. General provisions B.1.1. The Bank opens current or term accounts in Euro or in foreign currencies in the name of persons that it accepts. B.1.2. The Client expressly waives his right to receive the information and conditions applicable to the account, whether on paper or any other durable form, prior to opening the account. B.1.3. Accounts will only be activated once the Bank has accepted the application to establish a relationship by issuing the Client with a Client number, and subject to its receipt of the legally required documentation. B.1.4. Unless otherwise expressly agreed, accounts shall be opened for an indefinite period and bear credit or debit interest calculated on the account balance on a pro rata basis in accordance with the Bank s tariff in force. Unless otherwise agreed, the interest rates on current and card accounts are set in accordance with the rate(s), calculation method(s) or reference(s) specified in the Bank s tariff in force. The Bank may change the interest rates at any time with immediate affect and without notice. When the Bank changes an interest rate it shall give notice of this change via the account statement, postal or correspondence, the transactional part of the its website and/or by communication on its website. B.1.5. The Bank is authorised to open any account or sub-account in Euro or in a foreign currency that it deems to be required for the processing of the Client's transactions. Unless otherwise instructed in writing by the Client, the accounts or sub-accounts thus opened will follow defined rules, with regard to management power and postal arrangements in force at the time the Client entered into the relationship or alternatively at the time of opening the first account of this type. The Bank reserves the right to request the Client to sign supplementary documentation specific to the nature of the account thus opened. B.1.6. A Client who wishes to be sure of being able to withdraw a large amount from his current account on a given date shall inform the relevant branch at least three bank working days prior to this date.

8 Page 8/25 Failure to withdraw such funds reserved by the Client shall be subject to a charge payable to the Bank in accordance with its tariff in force. B.2. Overdrafts B.2.1. Unless otherwise agreed, all accounts must show a credit balance at all times. B.2.2. Should the Bank tolerate any kind of unauthorised overdraft this may never be taken as constituting a right of any nature to maintain or repeat such an overdraft B.2.3. Unless otherwise expressly agreed, any account without credit facility shall be subject, ipso jure and without formal notice, to interest calculated "pro-rata temporis" according to the Bank s tariffs in force when it shows a debit balance. B.2.4. The Bank may, at any time, demand the immediate repayment to cover the unauthorised overdraft or the entire debit balance of the account. B.3. Current accounts B.3.1. Unless otherwise provided, "value" dates shall be determined in the Bank s tariff in force. B.3.2. Any credit, whether or not it bears the wording "under usual reserve" shall be made subject to the condition of the actual arrival of the funds. B.3.3. Unless otherwise indicated, interest shall be capitalised on current accounts annually and on current accounts with credit facilities quarterly. B.4. Foreign currency accounts B.4.1. The Client unreservedly accepts the regulations of the Central Bank of Luxembourg as well as all the legal or statutory provisions, as well as the measures taken or to be taken by the competent authorities. B.4.2. The Client s deposits in foreign currencies shall be placed in the Bank s name, but on behalf and at the risks of its Client, with correspondents chosen by the Bank and established either in the country of origin of the relevant currency, or in another country. In this case, the Bank is obliged to exercise due care and attention in its choice of and instructions to its correspondent. Its liability is, however, limited to cases of gross negligence. B.4.3. Consequently, the Client will bear a proportional share of all the financial and legal consequences affecting the assets placed in the Bank s name as a result of any case of force majeure that may arise, changes in rates or legal and statutory provisions, fiscal or otherwise, applicable in the country of the currency in question and/or in the correspondents country and particularly in the case where the situation thus created may involve the elimination, deterioration, unavailability of or loss of income total or partial from the assets. B.4.4. The Client may not require assets to be restored in a currency other than that in which these assets are denominated. If the currency concerned is unavailable or has suffered significant depreciation, the Bank may, but is never bound to, remit the funds in the corresponding amount in euros with all exchange or other losses being borne by the Client. B.5. Term accounts B.5.1. The Bank accepts deposits under the terms and conditions determined by it as notified to the Client at the time of opening or renewing a term account. B.5.2. Unless specifically agreed between both parties, the Bank shall be entitled to refuse early repayment of any term account. B.5.3. Unless the Client has given instructions to the contrary before the expiry date, the Bank reserves the right, without any obligation, to automatically renew term deposits for the same duration and under the terms and conditions in force at the time of the renewal. B.6. Other deposit account All other interest-bearing deposit accounts are opened at the conditions mentioned in the confirmation of account opening addressed to the Client by the Bank, or on any other document later sent to the Client by the Bank B.7. Account termination and settlement B.7.1. Subject to any special provisions applicable to credit facilities, the Bank may terminate any account, including term accounts, at any time without being required to justify its reasons to the Client. The Client shall be notified thereof in any (postal or electronic) correspondence sent to it by the Bank. Unless otherwise provided, the Client may close his current accounts at any time. The Bank reserves the right to make a charge for any account closure in accordance with its tariff in force B.7.2. In case of the termination of its relationship with the Client, all undertakings entered into by the Client including those subject to a specific term shall automatically become payable immediately and without notice unless otherwise specified in the applicable legislation or by contract. B.7.3. Once the relation with the Client has been terminated, the Bank may make all account assets available to the Client, in the manner it deems appropriate, and at the Client's risk. However, subject to specific agreements or specific regulations providing a longer period, the Bank shall retain the right to keep the funds for 30 days from the date of termination in particular for the purpose of the settling any transactions of whatever nature carried out habitually by or on behalf of the Client. Such assets shall no longer earn interest. B.7.4. The Bank also reserves the right to close any accounts upon which there have been no movements, whether they are in debit or not. The funds shall be held at the disposal of the Client without incurring interest. B.7.5. The parties shall settle current transactions and their reciprocal balances as quickly as possible, subject to any specific terms or maturity dates laid down by contract, legislation or regulation which cannot be contravened or varied, and in compliance with any undertakings given to third parties. The provisions of these General Terms and Conditions and of any other agreement between the parties shall in all other respects remain applicable, until all transactions and all undertakings are completely discharged. B.7.6. Where the Client gives no instruction as to the transfer of the assets held following termination of the relationship, the Bank reserves the right to transfer his assets to the Caisse de Consignation (Official Depositholder). B.8. Bank statements B.8.1. The Bank shall provide its Clients with account statements detailing, notably, the balance of the account, all the transactions carried out on the account during the period in question, any credit or debit interest payable and any charges made during the period in question. Statements shall be supplied or provided to the Client in the manner agreed with the Bank and in accordance with the Bank s tariff in force. B.8.2. Where a Client has not received documents, account statements or other notices relating to a specific transaction within the usual or agreed posting times, he shall inform the Bank immediately. C. Provisions relating to payment services C.1. General provisions C.1.1. Information to be provided prior to a specific payment transaction The Client may, prior to the execution of a payment transaction, obtain by telephone, details of the maximum execution period and the fees and a breakdown of the fees applicable to the specific payment transaction. C.1.2. Receipt of information and conditions prior to the acceptance of a payment service The Client expressly waives his right to receive the information and conditions applicable to the payment services, whether on paper or any other durable form.

9 Page 9/25 C.1.3. Permission for a payment transaction The Bank is authorised to act on instructions given by the Client or in his name and on his account in writing, by Internet Access, telephone, fax, telex, SWIFT or by any other means of communication accepted beforehand by the Bank. No payment order will be executed by the Bank unless duly authorised by the Client. A payment order may be authorised before or after its execution. C.1.4. Information to be provided to ensure the correct execution of an authorised payment transaction In order to ensure the correct execution of an authorised payment transaction, the Client shall provide the Bank with at least the following information: a) the account number (or for certain payment systems the IBAN code) of the beneficiary and the payer; b) the identification code (or for certain payment systems the BIC) of the bank or other financial institution with which the beneficiary s account is held; c) the amount and the currency of the payment transaction (only transactions in the authorised currencies listed in the Bank s tariff will be executed by the Bank) and; d) where appropriate, in the case of a scheduled transaction, the date of execution of the payment transaction. C.1.5. Time of receipt A payment order shall not be deemed to have been received by the Bank unless it has been duly authorised and contains all the information required for its correct execution. The time of receipt of a payment order without a scheduled execution date is the time at which the payment order is received by the Bank. If the time of receipt is not a bank working day, the payment order shall be deemed to have been received on the next bank working day on which the Bank carries on the activities required to execute the payment transaction. The Bank is also authorised to set out in its tariff a cut-off time after which any payment order or incoming payment shall be deemed to have been received or provided on the following bank working day. Subject to the request being addressed in the agreed manner and being compatible with the type of payment order in question, the Client may agree with the Bank for the payment order to stats on a given date or on expiry of a specific period or on the date on which the payer made the relevant funds available to his bank, in which case the time of receipt shall be deemed to be the pre-agreed day. If the agreed day is not a bank working day the payment order shall be deemed to have been received on the next bank working day. C.1.6. Refusal to execute a payment order Where the Bank refuses to execute a payment order, the refusal and, if possible, the reasons for this refusal and the steps required to correct any material error having caused it shall be notified to the Client unless providing this information is prohibited under any European or national legislation. Without prejudice to the rules on held mail, notification of a refusal to execute a payment order shall be sent to the Client in the form of a bank statement or by mail (postal or electronic) addressed to him and/or in the form of a message posted on the automatic teller machine (ATM) or point-of-sale (POS) terminal no later than the bank working day following the refusal or in the case of a payment transaction initiated on paper the second bank working day following the refusal. In addition, a refusal to execute a payment order may also be notified to the Client directly by telephone, although the Bank shall not be bound to follow this course of action. The Bank is authorised to charge a fee for any refusal at the rate set out in the Bank s tariff in force. A payment order which has been refused shall be deemed not to have been received. C.1.7. Cancellation Unless otherwise stipulated in this article, a payment order is irrevocable from the point at which it has been received by the Bank. A payment order with a scheduled execution date may be cancelled by the Client where cancellation of the payment order is received by the Bank no later than the end of the bank working day prior to the date on which it has been agreed that the funds will be debited. Where the payment transaction is initiated by or via the beneficiary, the payer may not cancel the payment order once it has sent the payment order or approved the execution of the payment transaction to the beneficiary. At the end of the periods specified in this article, the payment order may only be cancelled with the agreement of the Bank. Payment orders may be cancelled only at a branch, in writing, or via the Bank s Internet Access by telephone, fax, telex, SWIFT or by any other means of communication accepted beforehand by the Bank. The withdrawal of approval for the execution of a series of payment transactions shall result in all future payments being deemed not to have been authorised. In case of cancellation the Bank is authorised to charge the Client at the rate set out in the Bank s tariff in force. C.1.8. Currency conversion Payments shall be made in the currency agreed by the payer. Where funds are to be received, the amount of the payment transaction shall be credited to the beneficiary s account indicated in the payment instruction even if the payment transaction implies a currency conversion and, unless otherwise instructed by the Client, at the time of the payment instruction and subject to the Bank s right to open an account in the currency of the transaction in the Client s name at its discretion and to credit the amount of the payment transaction to it. In the case of currency conversion, the Bank shall take a currency conversion charge. Unless otherwise instructed by the Client, the charge shall be debited from the account and in the currency of the account to be credited. If the account indicated in the instruction to withdraw funds is in a currency other than that of the payment transaction the Bank shall levy a currency conversion charge. Unless otherwise instructed by the Client, the charge shall be debited from the account and in the currency of the account to be debited. Unless otherwise agreed, the exchange rate used for currency conversions shall be determined in accordance with the rate(s), the method(s) of calculation and the reference(s) specified in the Bank s tariff in force. The Bank may change the exchange rate at any time and without notice. The Client understands and accepts that the exchange rate communicated to him before the transaction and the exchange rate actually applied can vary due notably to the exchange rate fluctuations during the day. C.1.9. Deduction of the Bank s expenses from the amount transferred The Client authorises the Bank to deduct its expenses from any amount to be credited to the Client s account. The Bank is also authorised to deduct its expenses from any amount to be debited from the Client s account subject to the funds being withdrawn in a currency other than that of an EEA Member State and/or the transfer being made to a payment account outside the EEA. C Liability C Executed non-authorised payment transaction Without prejudice to articles A.6.2 und A.10.6 of these General Terms and Conditions, the Bank shall refund any unauthorised payment transaction to the Client immediately after having checked and confirmed that the payment transaction was not authorised. Where applicable, the Bank shall restore the Client s account to the position it would have been in if the unauthorised payment transaction had not taken place. The Bank shall not be liable for costs incurred and interest borne by the Client as a result of a failure to execute the payment transaction or to execute it correctly Notwithstanding the preceding paragraph, the Client shall bear all losses relating to any unauthorised payment transaction following the use of a lost or stolen payment instrument or the fraudulent misuse of a payment instrument until such time as the loss, theft or fraudulent misuse of the payment instrument is reported. The Client shall bear all losses caused by unauthorised payment transactions, without limit, if these losses result from fraudulent acts on his part or from the fact that the Client failed intentionally or as a result of gross negligence to fulfil:

10 Page 10/25 a) his duty to use the payment instrument in accordance with the conditions governing its issue and use and/or; b) his duty to inform the Bank or the entity designated thereby of the loss, theft, fraudulent misuse or unauthorised use of the payment instrument without delay and immediately upon learning thereof. The correct use of the payment instrument with its personal security features by a third party shall constitute proof that the payment instrument and its personal security features were accessible to a third party. Nevertheless, the Client shall be permitted to provide proof to the contrary. C Payment transactions executed using an incorrect personal (or account) identifier Unless otherwise agreed, a payment order shall be executed by the Bank using the beneficiary s account number (or IBAN) as supplied by the Client. A payment order executed using the beneficiary s account number (or IBAN) shall be deemed to have been duly executed in respect of the beneficiary indicated by the beneficiary s account number (or IBAN). Notwithstanding the provision by the Client of further information in addition to the beneficiary s account number (or IBAN), such as the beneficiary s name and/or address, the Bank shall only be liable for the execution of the payment transaction in accordance with the beneficiary s account number (or IBAN) as applied by the Client. If the beneficiary s account number (or IBAN) as supplied by the Client is incorrect, the Bank shall not be liable for any failure to execute the payment order or to execute it correctly. The Bank shall, however, ensure in so far as it is reasonably possible and at the Client s request to recover the funds involved in the payment transaction. In such a case the Bank shall be authorised to pass the collection costs on to the Client at the rate set out in the tariff in force. C Non- or incorrectly executed payment transactions (i) Where the payment order is initiated by the payer, the Bank shall without prejudice to articles C , A.6.2 and A.10.6 of these General Terms and Conditions be liable for the correct execution of the payment transaction in respect of the Client unless it is able to show said Client, and where applicable the beneficiary s bank, that the beneficiary s bank received the amount of the payment transaction within the execution period. If the Bank is liable as the payer s bank under the terms of the paragraph (i), it shall return to the payer without delay the amount of the non- or incorrectly executed payment transaction and, where necessary, restore the payer s account to the position it would have been in had the failed payment transaction not taken place. If the Bank is liable as the beneficiary s bank under the terms of the paragraph (i), it shall immediately make the amount of the payment transaction available to the beneficiary and, where necessary, credit the corresponding amount to the beneficiary s payment account. (ii) Where the payment order is initiated by or via the beneficiary, the beneficiary s bank shall without prejudice to Articles C , A.6.2 and A.10.6 of these General Terms and Conditions be liable for the correct transmission of the payment order to the payer s bank by the date and time agreed between the beneficiary and its bank. If the Bank is liable under the terms of paragraph (ii), it shall return the payment order in question to the payer s bank immediately. (iii) Where the payment order is initiated by or via the beneficiary, the beneficiary s bank shall without prejudice to Articles C , A.6.2 and A.10.6 of these General Terms and Conditions also be liable for the immediate provision of the funds and the value date applicable to the payment transaction. If the Bank is liable under the terms of paragraph (iii), it shall ensure that the amount is made available to the beneficiary immediately after it is credited to the beneficiary s bank account. In the case of a non- or incorrectly executed payment transaction for which the beneficiary s bank is not liable under the paragraphs (ii) and (iii), it is the payer s bank which is liable vis-à-vis the payer. Where necessary and without delay the payer s bank shall return the amount of the non- or incorrectly executed payment transaction and restore the payment account debited to the position it would have been in had the incorrect payment transaction not taken place. At the Client s request and irrespective of the Bank s liability, the latter shall make every effort to track the payment transaction and notify the result of its search to the Client, this within the laws on limitation. C Reimbursement of payment transactions initiated by or via the beneficiary C Reimbursement of national payment transactions initiated by or via the beneficiary The Client is not authorised to obtain a refund of a payment transaction initiated by or via the beneficiary who has been authorised and executed. C Reimbursement of SEPA Domiciliation A Client who has been debited with a SEPA Domiciliation is authorised, for a period of eight weeks with effect from the date the funds are debited, to obtain a refund of any authorised SEPA Domiciliation, without being required to justify his reasons. The right of refund provided for in this article is expressly excluded for SEPA Domiciliations in the case of the SEPA B2B Direct Debit Scheme. All reimbursement requests are to be sent in writing to the "Service Clientèle et Qualité" (Customer Service and Quality Department) at ING Luxembourg SA, 52 Route d Esch, L-2965 Luxembourg. C Spending limits The Bank may set spending limits for the use of payment instruments. These limits are indicated in the contractual conditions applicable to the payment instrument in question. The Bank may change these limits at any time and without notice C Right to receive copies of contractual conditions The Bank shall furnish the Client on request with a paper or other durable copy of the Bank s General Terms and Conditions in force and any other conditions applicable to the payment service requested. C Charges The Bank may make charges for the use of payment services and, subject to the legal limits, for the provision of information relating to these services. The Bank reserves the right to charge a fee for the termination of any payment service contract. Unless otherwise agreed, these charges shall be indicated in the Bank s tariff in force. C Term of the contract Unless otherwise agreed, all payment service contracts are concluded for an indefinite period. C Termination Unless otherwise agreed, the Bank and the Client may terminate a payment service contract at any time and without notice subject to notification sent to the other party by post. The Bank is also authorised to terminate a payment service contract by electronic correspondence. Fees and payments charged on a regular basis for the provision of a payment service are payable to the Bank and shall not be refunded in case of termination of the payment service contract. C Messages on payment orders The information specified in the Message field of the payment order will not necessarily be communicated completely or only in part by the Bank. The Bank shall not incur any liability as a result of this fact. C Data transfer In instructing the Bank to executive a domestic or international payment, the Client authorises the Bank, its correspondent banks and any other specialist company involved in the transmission or execution of the payment instruction, such as SWIFT, to process all the data required for the correct execution of the payment instruction and/or required by the legislation/regulations in force. Such processing may, notably, be carried out from centres located in other European countries and/or in the United States in accordance with local legislation. Consequently notably the US authorities may have access to data processed in these operational centres as part of their monitoring of terrorist activities. C Complaints The Client can obtain correction of an unauthorised or incorrectly executed payment transaction only by immediately reporting in writing to the Bank's "Customer Care" Service any error which he identifies in the documents or account statements sent to him by the Bank, no later

11 Page 11/25 than within thirteen (13) months after the date on which the disputed transaction was debited. If no complaint is received within the above period, all account statements and interest statements shall be deemed to be accurate and approved by the Client. Without prejudice to the rules on domiciled post set out in article A.3.1 above, there shall be a non-rebuttable presumption that the Client has become aware of the unauthorised or incorrectly executed transaction within 60 days of the date on which the account statement relating to the disputed payment transaction was sent. If no such notification is given within that period, having regard to the nature of the transaction in question, the transaction shall be deemed to be correct and accurate and to have been approved by the Client. The Client shall report in the same way and within the same time limits any errors or discrepancies he observes, in particular, in the statements of account, or in any other messages delivered in any form whatsoever, notified or sent by the Bank, and any observations which those documents or messages raise on the part of the Client, and the aforementioned 60-day period shall begin to run on the date on which the document or message in question is issued. In the event of an unauthorised payment transaction, the Bank shall immediately reimburse the Client once it has verified and ascertained the amount of the unauthorised payment transaction. Where necessary, the Bank shall restore the Client's debited account to the position in which it would have been had the unauthorised payment transaction not occurred. C.2. Transfer C.2.1. Description A transfer is a payment service involving the transfer of funds by debiting an amount from the payer s account and crediting the corresponding amount to the beneficiary s account. A transfer may be executed in writing (using the form provided by the Bank or by other written instruction) via the Internet Access by fax, SWIFT or any other means accepted beforehand by the Bank. C.2.2. Information required for the correct execution of a transfer In addition to the information required under article C.1.4 of these General Terms and Conditions, in order to be executed correctly all transfers must specify the principle according to which the Bank will charge the fees, i.e. SHA (the beneficiary pays the charges collected by his payment service provider and the payer pays the charges collected by his payment service provider), BEN (beneficiary pays all charges) or OUR (payer pays all charges). The Client acknowledges and accepts that all outgoing payment transactions in a currency of an EEA country where both the payment service provider of the payer and that of the beneficiary are located in an EEA country, will be executed according to the SHA system, save in case of an express request to the contrary and subject to the consent of the Bank. For incoming payments the Client shall instruct the Bank to apply the charging principle chosen by the payer. The Client shall refrain from raising any objections in respect of this article. C.2.3. Approval of the execution of a transfer A transfer is authorised by the handwritten or electronic signature of the Client or by SWIFT. C.2.4. Time of receipt of a transfer Without prejudice to Article C.1.6 of these General Terms and Conditions: - transfers transmitted to the Bank by fax shall be deemed to have been received by the Bank at the time and date indicated on the fax received by the Bank; - transfers remitted over the counter or at the reception desk in a branch shall be deemed to have been received by the Bank at the time they are remitted at the counter or at reception as per the Bank s date stamp; - payments placed in the letterboxes provided by the Bank for this purpose are collected every bank working day at the cut-off time set out in the Bank s tariff in force. Only those payments found in letterboxes at the time of collection shall be deemed to have been received by the Bank on the day of the collection. - transfers executed via the Internet Access shall be deemed to have been received by the Bank at the time and date indicated on the transaction advice note. C.2.5. Maximum execution period for payment transactions Subject to both the payers and the beneficiary s payment service providers being located in an EEA Member State, the amount of payment transactions in euros shall be credited to the beneficiary s payment service provider: - no later than the end of the first bank working day following the time of receipt as defined in Article C.2.4 of these General Terms and Conditions and; - where the payment transaction is executed on paper, no later than the end of the second bank working day following this point of receipt. Moreover, the Client and the Bank agree to the following maximum execution periods: - 4 bank working days with effect from the point of receipt of the payment order by the Bank for payment transactions between EEA Member States in an EEA currency other than the euro; - 4 bank working days with effect from the point of receipt of the payment order by the Bank for payment transactions between EEA Member States where the payment transaction is made in euros and requires more than one currency conversion. For all other payment transactions the Bank shall make every effort to execute transfers ordered by the Client as quickly as possible. C.3. Direct debits (Domiciliation) C.3.1. Description of the service Direct debit is a payment service designed to debit the payment account of a payer where a payment transaction is initiated by the beneficiary on the basis of approval given by the payer to the beneficiary, to the payment service provider or to the payer s own payment service provider. C.3.2. Approval of the execution of a direct debit transaction A direct debit transaction shall be deemed to have been authorised by the Client payer by its handwritten or electronic signature on the corresponding direct debit order. C.3.3. Cancellation Notwithstanding article C.1.7 of these General Terms and Conditions the payer may cancel the payment order no later than the bank working day prior to the day agreed and before the cut-off time indicated in the Bank s tariff in force. After this period the payer may cancel the payment order only with the agreement of the Bank. Direct debit transactions may be cancelled by the Client payer in writing or by telephone or fax or any other means of communication accepted by the Bank. The withdrawal of approval for the execution of a series of payment transactions shall result in all future payments being deemed not to have been authorised. In case of cancellation the Bank is authorised to charge the Client at the rate set out in the Bank s tariff in force. C.3.4. Execution period The direct debit transaction shall be executed on the execution date specified by the beneficiary subject to the date specified being a bank working day. Failing this, the direct debit transaction shall be executed on the next bank working day. C.3.5. Closure of accounts In case of the closure of an account, the Bank shall cancel all direct debit instructions on the account. The Client payer alone shall be responsible for informing its creditors of its new bank details. C.3.6. Remittance for collection Any Client remitting a direct debit for collection by CETREL, the Bank or any other payment service provider (hereinafter the Client beneficiary ) undertakes unconditionally and on first request to repay to the Bank any amount, in both capital and interest, which the Bank may be bound to reimburse directly or indirectly to the payer of a direct debit contested under Articles 62 ad 63 of the Payment Services Directive or the SEPA rules.

12 Page 12/25 This undertaking shall remain valid until thirteen months after the end of the relationship between the Client beneficiary and the Bank. The Bank is expressly authorised by the Client beneficiary of the contested direct debit transaction to debit any one of its accounts held with the Bank with any amount due under the terms of the first paragraph of this article. In addition, the Bank may but is not bound to refuse any remittance where the Client presents a default or insolvency risk and where it elects to do so shall accept no liability therefore. C.3.7. SEPA Domiciliation (direct debits) Unless otherwise indicated expressly in writing to the Bank, the Client authorises the Bank to debit the account(s) under its client number(s) in accordance with all SEPA direct debits (Single European Payment Area) presented for collection. By accepting the execution of a SEPA direct debit on any one of his client numbers, the Client acknowledges and accepts that his anonymity cannot be guaranteed, firstly since the creditor may chose a bank which will collect the direct debit outside the Grand Duchy of Luxembourg, and secondly due to the location of the systems processing these orders abroad. The details of the transaction and the identity and account number of the debtor are transferred and thus processed and stored outside the Grand Duchy of Luxembourg. C.4. Standing orders C.4.1. Description of the service A standing order is a payment transaction initiated by the payer intending to debit his payment account on a regular basis with an amount fixed in advance. C.4.2. Approval of the execution of a standing order A standing order is deemed to have been authorised by the Client by the handwritten or electronic signature of the Client placed on the corresponding instruction. C.4.3. Execution period A standing order will be executed on the date of execution specified by the Client subject to the date specified being a bank working day. Failing this, the standing order will be executed on the next bank working day. C.4.4. Account closure In case of the closure of the account the Bank shall cancel all standing orders on the account. C.5. Cash withdrawal C.5.1. Description of the service The cash withdrawal is a payment service initiated by the payer in which his payment account is debited by the withdrawal of cash. The cash withdrawal can be made in a branch or by the use of a payment instrument at an automatic teller machine or a point-of-sale terminal. C.5.2. Approval for the execution of a cash withdrawal transaction A cash withdrawal shall be deemed to have been authorised by the Client by the Client s handwritten or electronic signature placed on the corresponding instruction. C.5.3. Cancellation A cash withdrawal operation is irrevocable once it has been approved by the Client. C.5.4. Execution period Cash is made available to the payer following the receipt of the cash Article C.1.5 of these General Terms and Conditions. C.6. Cash deposit C.6.1. Description of the service The cash deposit is a payment service initiated by the payer consisting of the payment of cash into a payment account to be credited to the payment account designated by the payer. A cash deposit may be made in a branch or, subject to a special bilateral agreement, via a night safe or security company. C.6.2. Approval of the execution of a cash deposit transaction A cash deposit transaction is deemed to have been authorised by the Client by the handwritten or electronic signature of the Client placed on the corresponding instruction. C.6.3. Cancellation A cash deposit transaction is irrevocable once the cash has been remitted by the Client. C.6.4. Time of receipt Remittances made via a night safe are collected from the night safe every bank working day at the cut-off time set out in the Bank s tariff in force; the remittances in the night safe at the time of collection are deemed to have been received by the Bank on the day of collection. Remittances made via a security company acting on behalf of the Bank are deemed to have been received by the Bank on the day of collection of the remittances by this security company. This article is without prejudice to article C.1.5 of these General Terms and Conditions. C.6.5. Period of execution Without prejudice to article C.1.8 of these General Terms and Conditions, remittances received or deemed to have been received by the Bank in an EEA currency shall be paid and made available in the payment account designated by the payer: a) no later than the following bank working day in the case of the payment of cash in the same currency as the payment account; b) immediately after the currency conversion in case of payment in a currency other than that of the payment account. Remittances received or deemed to have been received by the Bank in a currency other than an EEA currency shall be paid and made available to the Client as quickly as possible. C.7. Visa cards The Bank may issue Visa cards governed by the provisions set out on the card application forms, the regulations operating within the framework of the Visa International systems and the General Terms and Conditions applicable to Visa cards to those of its Clients, or their proxies, who request such cards. C.8. Bank Internet Access C.8.1. By special agreement, the Bank provides its Clients with an online banking service accessible via the transactional part of its website and governed by the Bank's General Terms and Conditions - Internet. C.8.2. Mobile access to the website is a way in which Clients can obtain banking, financial or personal information (in particular account information) from the Bank from their smartphone or tablet; this online banking service is accessible to the Client on the transactional part of its website, referred to above in Article C.8.1. Mobile access to the website is provided by the Bank by means of its IT systems (including its software, its servers and its network) intended for Clients who have a compatible Apple computer system (Apple ipad, Apple iphone, Apple ipod Touch or any other system subsequently selected by the Bank) enabling it to access the transactional part of the Bank's website. D. Provisions relating to trade bills D.1. General provisions In the context of this Section, the term "trade bill" covers inter alia bills of exchange, promissory notes, warrants, cheques and documentary remittances. In some cases, such instruments may be regularised by the Bank without entailing any liability whatever for it; in particular with regard to the authenticity of the signatures and the validity of the various mentions thereon. The Bank shall incur no liability for the consequences arising out of an order wrongly executed as a result of imprecise, incomplete or false instructions of the remitter.

13 Page 13/25 The Bank shall take the utmost care with regard to any bills remitted to it together with instructions, but shall not accept any liability where such instructions are not observed by holders. The Bank and its correspondents shall only be required to observe all formalities and deadlines stipulated by the law to protect the rights attached to bills remitted for collection within the limits of physical possibility. Consequently, the Bank shall incur no liability in the event of any failure to present bills within the legal deadline and it shall not guarantee the cancellation of protests within the legal deadlines. D.2. Cheques Blank cheques may be delivered to Clients at their request. However the Bank can not be forced to comply with such a request or to justify the reasons for a refusal. Unless otherwise expressly agreed, the Bank may pay cheques at the account holders risk, whether or not the Bank has been advised of the issue of the cheques Barring gross negligence, the Bank shall not be liable for any loss or damage of whatever nature that may result from the misuse, loss, theft, forgery or misappropriation of blank cheques. In the event of the loss, theft or misappropriation of cheques, the Client is required to notify the Bank immediately, by registered mail. The Bank reserves the right to refuse the payment of cheques for which there are insufficient funds. The Bank is entitled to terminate immediately, by registered mail, the Client's right to use the cheques in his possession without being required to justify such decision. In such case, the Client shall be required to return all unused blank cheques to the Bank immediately. If the Bank breaks off its relationship with the Client at the same time, any credit balance shown by the account shall be made available to the Client only after the unused blank cheques have been returned and/or after a period of 30 days under the terms and conditions indicated in article B.8 of these conditions. Any Client who breaks off his relationship with the Bank shall also be required to return the blank cheques in his possession. If the Client stops a cheque, the Bank reserves the right to decide whether or not it shall take account of such instruction and, in the first case, to block, on the Client's account, an amount equivalent to the amount of the cheque until receipt either of an amicable agreement signed by the payee of the cheque and by the Client, or until the case has been settled by a judgement having force of res judicata on the rights of the Client and/or the payee of the cheque. D.3. Statements - unpaid items Subject to Article D.3.6 of these General Terms and Conditions, the remittance amount shall only be paid to the remitter or credited to its account after actual collection. However, the Bank may credit the remitter "under the usual reserves". The net collection proceeds shall only be acquired by the remitter subject to it having been acquired by the Bank. Where bills in foreign currencies are credited in Euro, collection is carried out at the rate applicable in the Grand Duchy of Luxembourg or at the rate agreed with the Client. As far as bills credited "under usual reserve" and not paid when due (whether protested for non-acceptance or non-payment, or not protested) are concerned, the Bank may debit the Client's account without prejudice to its right of recourse by any legal means against the drawer, the drawee, the endorsers or any other person committed by such bills of exchange which the Bank shall hold until the final clearing of any debit balances; the same principle shall apply for bills not due. This right to endorse and preserve the title of all bills, whether due or not, subsists even in the event of Client s bankruptcy, whatever the Client's credit or debit position towards the Bank before endorsement; partial recoveries on endorsed bills shall not only be used to reduce to the debit balance obtained after the endorsement for which the Bank has the right to act in the bankruptcy proceedings or any collective liquidation procedure. Any bill on which the drawer has not indicated the words "no charges" or "no protest or any other similar expression, shall be deemed to be protestable in the event of non-payment. However the absence of any protest may never prevent the Bank from endorsing the bills under the above-mentioned circumstances and conditions. In the event the drawees or the beneficiaries of bills have the right to demand, after payment, the repayment of the bills from the drawers, the latter shall be required to reimburse the Bank, on written request, the proceeds of the payment of any bill whose repayment may be claimed by the Bank, regardless of the period passed since the payment. The Bank reserves the right to debit the drawer s account by the amount thus to be reimbursed, without having to obtain its prior consent. D.4. Liability The Bank shall assume no liability for any loss or damage, which may result from: a) the loss of bills as a result of events deemed to be circumstances beyond its control ("force majeure") (war, fire, etc ) as well as following postal errors, loss or theft of envelopes, or strikes, etc.; b) the non-presentation for the same reasons of bills remitted to the Bank either for discounting or for collection; c) the incorrect presentation of bills due to a drawee s incomplete address of the drawees; d) the irregularity, barring gross negligence by the Bank, of bills with regard to the form of their drawing, or for any other reason; e) in the case of bills presented for acceptance, with regard to the validity of the signature of the acceptor, or especially the authenticity or the regularity of such acceptance; f) requests for the return without costs of bills removed from the Bank s portfolio. D.5. Documentary collections The Client attests to the validity and legality of the documents submitted for collection, particularly concerning their required disclosures. The Client also attests to the authenticity of the signatures appearing on these documents. The Client consequently accepts that the Bank need not carry out any verification in these respects and accepts any consequences resulting from the invalidity of the documents submitted by the Client for collection, their illegality or invalid signatures. When presenting documentary bills for collection, the Bank shall, furthermore, not assume any liability with regard to the accuracy of the calculations, the quantity, the quality or the value of the goods represented by the documents, the terms and conditions of the insurance policy and the solvency of the insurers. If, nevertheless, and without prejudice to the above, the Bank should detect the incomplete, imprecise, incorrect or illegal nature of a document for which it is responsible for collection, it may but is not so obliged either to return it to the Client, or make corrections if it is in the position to amend the data, this operation additionally implying that the Bank does not guarantee the document s quality The Bank refuses to be the receiver or the consignee of goods, except in the case of a special agreement. The Bank shall not assume any liability with regard to the lack or the imprecision of the instructions relating to the delivery of documents, the insurance, the shipment, and the storing of goods, etc D.6. Domiciliation of trade bills Any account holder may, by means of a general domiciliation agreement, domicile at the Bank the trade bills drawn on it and denominated either in a currency with legal tender in the Grand Duchy of Luxembourg or in a foreign currency. By means of such a general domiciliation agreement, the holder shall authorise the Bank to pay, and debit its account with all bills domiciled and accepted by him. The Bank shall consider any domiciliation given to it as validly established provided the agreement indicates the number of the current account to be debited. The Bank shall incur no liability with regard to the authenticity and the validity of the domiciled bills paid on the instructions of the Client.

14 Page 14/25 E. Provisions relating to security transactions Without prejudice to the provisions laid down these General Terms and Conditions, the Client's security transactions are governed by the following specific terms. E.1. Introduction E.1.1. Definitions The terms set out below are defined as follows: - event of default: an event such as is set out in paragraph E.12; - terms: the terms of business under which the Bank offers its services to the Client and which are set out in this chapter, or which are included in any variation of, or supplement to, these terms agreed by the Bank with the Client in writing; - collateral: any collateral provided by the Client to the Bank in accordance with paragraph E.11; - financial instruments: as defined in Section C of Annex I of MiFID; - business day: a day other than a Saturday or a Sunday on which banks in Luxembourg are generally open for business; - Applicable Regulations : the rules of any relevant regulatory authority, the rules of any relevant exchange, and all other applicable laws and rules in force from time to time, including MiFID; - services : execution and dealing services in publicly or privately traded financial instruments (including, where permitted by Applicable Regulations, unregulated collective investment schemes) and the provision of related services, information, advice and analysis, including underwriting or placing financial instruments, by the Bank ; - ING entity: the ING branch or office with which the Client is in contact in relation to products, services and transactions of any kind; - affiliate: in relation to a legal person, a person controlled, directly or indirectly, by the same person as controls that person; - transaction : an order issued by the Client to the Bank for the purchase or sale of a financial Instrument or any other transaction entered into between the Bank and the Client under these terms; - transferable security: as defined in paragraph 18 of Article 4 of MiFID; E.1.2. Priority of documents While these terms have a general application in dealings between the Bank and the Client, they may be amended or superseded with reference to a particular product, service or transaction on the basis of a master agreement or agreement specific to such product, service or transaction. E.2. Client categorisation E.2.1. Client categorisation The Bank has notified the Client of his status as an Eligible Counterparty, Professional Client or Retail Client in accordance with the requirements of the applicable regulations. Subject to the Client s entitlement to request an alternative status as referred to below, the Bank will treat the Client as such for all purposes. Different rules and levels of protection will apply depending on the Client s categorisation; further information is provided in Appendix 1. E.2.2. Notification of right to request different status Where the Bank has categorised the Client as an Eligible Counterparty, the Client may request to be treated as a Professional Client or Retail Client (as defined in the Applicable Regulations). Where the Bank has categorised the Client as a Professional Client, the Client may request to be treated as a Retail Client or, under certain circumstances, an Eligible Counterparty. Further information is provided in Appendix 1 and on request. It should be noted that, if the Client wishes to elect for a different status, additional terms and conditions may apply and the Bank may decline to provide certain services. E.2.3. Investment advice Unless otherwise agreed, the Bank does not undertake to provide the Client with investment advice (as defined in MiFID) concerning the merits or consequences of a particular product, service or transaction or the general risks to which the Client may be exposed in relation to a product, service or transaction. E.2.4. Change in circumstances The Client is responsible for keeping the Bank informed of any change liable to affect its categorisation status. E.3. Risk warning E.3.1. Risk warning The Bank will assess the suitability of a proposed service for the Client based solely on information supplied by the latter. It is the Client s responsibility to inform the Bank in writing of any information which might reasonably indicate that this assessment should be changed. General opinions expressed to the Client (whether orally or in writing) on the economic climate, markets, investment strategies or investments are not to be viewed as advice. All information received by the Client from the Bank will be provided in good faith. However, the Bank provides no guarantee of the accuracy or comprehensiveness of such information or the fiscal consequences of reliance on such information and accepts no liability for loss, liability or costs sustained or incurred by the Client due to reliance on such information, caused by negligence on the part of the Bank or otherwise. E.3.2. Assessment of risk When the Client makes a decision to trade in or make a commitment regarding any product, service or transaction, he should consider the risks inherent in such product, service or transaction and any strategies related thereto. The Client s risk assessment should take account of any credit risk, market risk, liquidity risk, interest-rate risk, foreign exchange risk, business, operational and insolvency risk, the risks of over-the-counter (as opposed to on-exchange) trading, in terms of issues such as the clearing house guarantee, transparency of prices and ability to close out positions, contingent liability risk and regulatory and legal risk. He should also read any accompanying product documentation, for example term-sheets, offering memoranda and prospectuses, for potential risk disclosures. E.3.3. Independent advice The preceding paragraph does not constitute investment advice based on the Client s personal circumstances and is not a recommendation to enter into any of the services or invest in any Financial Instrument. Where the Client is unclear as to the meaning of any of the above disclosures or warnings, he is strongly recommended to seek independent legal or financial advice. E.4. Suitability and appropriateness E.4.1. Warning that service/product may not be appropriate If the Client is a Professional Client, the Bank is entitled, with reference to services which do not involve the provision of investment advice or portfolio management, to assume that the Client has the knowledge and experience to understand the products and services on offer and that therefore such products or services are appropriate for the Client. A Client without sufficient knowledge and experience to understand the risks involved may be at a disadvantage. The Bank accepts no liability under these circumstances. E.4.2. Warning that we may not be able to determine suitability If a service provided by the Bank constitutes investment advice or portfolio management, the Bank may ask the Client to provide information regarding a) his investment objectives; b) his financial capacity to bear any related investment risks; and c) his knowledge and experience in a particular investment field, to enable the Bank to assess whether a product, service or transaction is suitable. Where the Client is a Professional Client, the Bank is entitled to assume he has the knowledge and experience to understand the products and services on offer. A Client without sufficient knowledge and experience to understand the risks involved may be at a disadvantage. The Bank is also entitled to assume that the Client has the financial capacity to bear any related investment risks. If the Bank requests information from the Client and the request is declined or insufficient information provided, the Bank may be unable to determine whether the product, service or transaction is suitable and may consequently be unable to proceed with the product, service or transaction. The Bank therefore strongly recommends that the Client

15 Page 15/25 provides all information requested to enable it to assess whether such a product, service or transaction is suitable. The Bank is prohibited by Applicable Regulations from making personal recommendations or taking decisions to engage in trading on the Client s behalf if the Bank has insufficient information to make a suitability assessment. The Bank accepts no liability for failure on the part of the Client to provide information to facilitate a suitability assessment or any action the Bank may or may not take as a consequence thereof. E.4.3. Warning in relation to execution only services in noncomplex products If the Bank provides the Client with execution-only services in relation to non-complex instruments (e.g. shares admitted to trading on a regulated market, money market instruments, bonds or undertakings for collective investment in transferable securities), the Bank is not required to obtain information from the Client regarding his knowledge and experience, financial situation or investment objectives for the purposes of assessment of the suitability or appropriateness of the instrument or service provided or offered. It should therefore be noted that the Client will not, under these circumstances, be protected under applicable rules requiring the Bank to assess the suitability or appropriateness of a product, service or transaction. E.5. Instructions and execution of transactions E.5.1. Best execution and order handling The Bank will execute orders in accordance with its best execution policy (as amended from time to time). Information on the best execution policy is available from the Client s usual contact. E.5.2. Orders executed outside a regulated market or multilateral trading facility If the Client places an order for the execution of a transaction capable of being executed other than on a regulated market or multilateral trading facility (as such terms are defined in MiFID), in relation to which a duty of best execution is owed, the Client accepts that the Bank may execute that order outside a regulated market or multilateral trading facility. E.5.3. Liability in E.5.3. Responsibility for delays Once given, instructions can only be withdrawn or amended with the Bank s consent. The Bank can only cancel instructions if it has not already acted upon them. If, after instructions are received, the Bank has reason to believe that it is not practicable to act on them within a reasonable time-scale or it is in the Client s best interest not to act on such instructions, the Bank may defer acting upon those instructions until, in the reasonable opinion of the Bank, it is practicable (or in the Client s best interest) to do so, or notify the Client that it declines to act upon such instructions. The Bank will not be liable in the event of losses resulting from delay or inaccuracy in the transmission of the Client s instructions to a third party or the execution of the Client s transactions or a deferral or refusal of action, except as set out below. E.5.4. Aggregation The Bank may, without notifying the Client to this effect, aggregate his transactions with the Bank s own transactions and/or those of other clients. Although aggregation may or may not prove to the Client s advantage, the Bank will only take such action if, in its reasonable opinion, this is in the overall best interests of its clients in general. If the Bank aggregates orders with those of other clients, the Client accepts that the Financial Instrument concerned may be allocated within any time-scale specified in the Applicable Regulations after the order has been filled. The issue of a limit order for shares traded on a regulated market by the Client constitutes an explicit instruction to the Bank that, if the order is not immediately executed, the Bank will not be required to make public disclosure of the order, thereby making it accessible to other market participants. E.6. Settlement of your transactions E.6.1. Settlement of transactions Delivery or payment (as applicable) by the counterparty in a transaction will be at the Client s risk. The Bank s obligations to deliver financial instruments to the Client or account to the Client or a third party for the proceeds of sale of financial instruments are conditional upon the discharge of any obligations owed the Bank or its settlement agents by the Client or any third party involved in the settlement process. The Bank is under no obligation to settle transactions or account to the Client (although it may do so) unless the necessary documentation has been provided by him. Cash sums received by the Bank from a third party in respect of a transaction shall be owed by the Bank to the Client until remitted by the Bank to the Client or otherwise discharged; under these circumstances the Bank shall have no fiduciary duty to the Client. All investments or monies received from the Bank in respect of any transaction shall be held as security pending the full discharge of the Client s obligations to the Bank. Title to financial instruments purchased by the Client and held by the Bank will (subject to the above provision) pass to the Client at the moment of remittance by the Client of the necessary purchase consideration. Unless otherwise agreed, settlement of transactions shall be in accordance with normal practice for the financial instruments or market concerned. E.6.2. Late settlement Any proposed settlement date for a transaction is indicative only and settlement may be subject to normal market delays. The Client will only be entitled to rescind or cancel a transaction in accordance with the rules of the local market (unless the delay is attributable to the Bank) if the Client indemnifies the Bank against loss, liability or cost incurred due to the rescission or cancellation. The Bank will not be liable for delays or inaccuracies in the transmission of instructions or other information. E.6.3. Lending of financial instruments Except as otherwise expressly agreed in writing, the Bank will not permit the lending of financial instruments held on behalf of the Client to a third party or the pledging of financial instruments as collateral for money borrowed. The terms of any such lending or borrowing must be subject to a separate agreement. E.6.4. Buying in If the Client fails to deliver financial instruments to the Bank (or an agent acting on the Bank s behalf) in settlement of a sale, the Bank reserves the right to purchase such financial instruments on the market, without notice and at its entire discretion. The cost of such a purchase will be chargeable to the Client. E.6.5. Transaction reporting The Client accepts that written confirmations issued by the Bank shall substantiate the valid execution of the transaction in accordance with the Client s instructions. The Bank shall, where necessary and notwithstanding the provisions of Article 1341 of the Luxembourg Civil Code, be authorised to dismiss claims by any means, in particular by testimonial evidence. E.7. General provisions of conduct E.7.1. Principal or agent accounts In dealings with the Client, the Bank may act as a principal or agent for the Client or a third party, including another member of ING Group. The basis on which the Bank is acting in respect of a given transaction will be specified in the documentation relating to such transaction. In the absence of a specific agreement, the Bank will have discretion to act exclusively as a principal, exclusively as an agent, or partly as a principal and partly an agent. E.7.2. Position limits The Bank may require the Client to limit the number of open positions held at any one time and may, at its entire discretion, close out one or more transactions to ensure that such position limits are maintained. E.7.3. Market abuse and conduct The Client shall adhere to the standards of behaviour reasonably to be expected of persons in his position and refrain from any action liable to cause the Bank to breach standards of behaviour reasonably expected of persons in its position. E.7.4. Stabilisation The Bank may, on the Client s behalf, trade in financial instruments currently or previously subject to stabilisation by the Bank, an affiliate or third party. Stabilisation is a price-supporting process used in the context of new issues of Transferable Securities, which can affect the market price of a new issue and may also affect the price of other Transferable Securities related to the transferable security being stabilised. The time and price limits applicable to the stabilisation of Transferable Securities are controlled by Applicable Regulations.

16 Page 16/25 E.7.5. Research The following conditions will apply to all financial analyses provided by the Bank to the Client: - research findings will be provided for information purposes only and must not be interpreted as an offer or solicitation for the purchase or sale of a Financial Instrument; - while the Bank will take reasonable care to ensure that the information contained in research findings is true and not misleading at the time of publication, it makes no representation concerning the accuracy or comprehensiveness of that information. The Client should be aware that information in the Bank s research findings may be altered without notice; under these circumstances the Bank cannot (and is not obliged to) inform the Client of such a change; - the Bank may own or have a financial interest in financial instruments referred to in its research findings. The Bank s interest may derive from the purchase or sale of the instruments from or to its Clients. The Bank may also solicit or provide investment banking and other services (possibly acting as a manager, adviser or lender) to entities referred to in the Bank s research findings; - the Bank accepts no liability for any loss, liability or cost sustained or incurred arising in any way from use of the research findings provided, due to the Bank s negligence or any other cause; - the Bank provides no guarantee that the Client will receive the research findings at the same time as other Clients; and - the Client must comply with any restrictions the Bank may impose on the persons or categories of person to whom such research findings may be distributed. E.8. Conflicts of interest and inducements E.8.1. Conflicts of interest: The Bank is required to have arrangements in place to manage conflicts of interest between itself and its clients and between its clients. The Bank applies a conflict of interest policy for this purpose which identifies potential conflict of interest situations and defines the action to be taken to manage that conflict. A summary of the conflict of interest policy is available on the website or from the usual contact of the Client; further details are available on request. E.8.2. Inducements To enable the Client to access a diversified range of investment opportunities, the Bank offers a wide range of products, in particular its "in-house" and Group Undertakings for Collective Investment in Transferable Securities (UCITS) and third party Collective Investment Undertakings for whom the Bank is a distributor. The Client may subscribe on his own initiative for any of these; the Bank provides no advice in this regard. In consideration of the provision and updating of this information, the Client is informed that the UCITS or its representatives may pay the Bank commission, in general calculated on the basis of the management fee charged by the latter, which will vary depending on the circumstances as a function of the class of assets, investments realised/volumes attained, and rates negotiated under the terms of the distribution contract. The Bank may be paid this commission if it provides investment advice or makes a recommendation. By the same token, the Bank as manager may, in the event that UCITS are placed in the portfolios of its Clients, receive a management fee from the UCITS or its representatives, to be calculated in line with the criteria stipulated above. This commission is intended to promote an independent third party fund selection policy, with the aim of providing an optimum response to the needs of the Client. It constitutes a management tool designed to optimise investor satisfaction and maximise the return/risk ratio on investments through diversification in varied classes of assets, different geographical areas, wide-ranging or specific market segments and targeted management styles. The expertise and know-how of external managers, from which the Client ultimately benefits, are reinforced and the quality of the service provided is enhanced. This means the Bank will seek out experienced management and undertake an analysis of the fund industry in particular. This selection policy, based on objective criteria both quantitative and qualitative, such as performance, management style, capacity to manage risk, capacity to "outperform" the market and rigorous adherence to a management style, calls for a specific infrastructure and ongoing monitoring (analysis of investment strategy, due diligence, meetings with UCITS managers, performance monitoring, investment strategy, compliance of portfolios with management style...) The Bank may also, for example, obtain financial analyses to be used, in conjunction with other information, to determine its investment strategy and enhance the investment advice provided. However, the conflict of interest management policy applied within the Bank guarantees to the Client that the investment proposals put forward by the Bank are free of bias and not influenced by commission or other benefits. The Bank may in addition remunerate third parties who have introduced the Client to the Bank, in whose absence the Client would not have entered into the relationship with the Bank. This is therefore a matter of interests shared by all parties concerned; the Bank selects third parties likely to introduce clients, the third parties then select clients in search of a bank for the provision of various services. Hence this role of reciprocal selection may in certain cases justify payment of an ad hoc or recurrent fee, with the specific aim of preserving the stability of the relationship between all parties involved; the relationship between the third party and the Bank, the relationship between the Bank and the Client and, where applicable, the relationship between the Client and third party, if the latter wishes to defend or even manage the interests of the Client vis-à-vis the Bank. This remuneration may consist of commission, calculated prorata to: commission received or to be received on transactions made or to be made by the Client, the value of assets on deposit or upfront fees paid by the Client on certain UCITS. Payment of this fee may be staggered. Finally, this selection process is entirely in line with the conflict of interest management policy applied. Under all the circumstances outlined above, further details of different aspects (type, value of benefits or, if the amount cannot be established, the method of calculation) are obtainable on request. E.9. Reporting to the Client E.9.1. General reporting The Bank will provide the Client with regular reports on the service provided and include in those reports the costs associated with the transactions and services undertaken, E.9.2. Confirmations The Bank will provide the Client with a confirmation of each transaction undertaken immediately after entering into that transaction with or on behalf of the Client. In the case of a Professional Client, the Bank will immediately issue key information on the execution of the order. E.9.3. Regular statements If the Bank is managing financial instruments for the Client, it will issue or, if specifically agreed in writing, make available on the website, a statement of account on a daily basis, providing (where appropriate) a valuation and breakdown of the Client s portfolio and/or any assets and Client money held. The Bank will do this as soon as reasonably possible after the end of each half-year. E.9.4. Client fund protection The Bank is a credit institution and is not required to treat any amounts received from or on behalf of the Client, held in an account with ourselves as banker, as client money. Amounts held under these circumstances will be held at an approved bank (the Bank itself or another bank) and afforded the level of protection arising from a normal banker/client relationship. Such amounts will not be segregated from the Bank s own funds and may be used in the ordinary course of business. E.10. Custody of financial instruments and other assets F General provisions The Client, in his capacity as the owner of securities, appoints the Bank as custodian of any securities held currently or in the future. The Bank shall only assume the obligations to the Client expressly laid down in Luxembourg law and under the present General Conditions. All securities of any kind whatsoever received or held on account by the Bank for the Client for the purposes of ensuring that they are fungible shall be deemed to be fungible.

17 Page 17/25 The Client undertakes to disclose to the Bank any information necessary to enable the latter to respond to a request from the market authorities. The provisions of this section E.10. shall apply whether the securities are held physically on deposit at the Bank or on a securities account. The securities deposited must be satisfactorily delivered, i.e. genuine, in good physical condition, unopposed, not subject to forfeiture or sequestration, at any venue whatsoever, accompanied by all coupons still due. In the event that securities are not delivered satisfactorily, it must be noted that securities subject to opposition will be blocked, securities in poor physical condition will be replaced where possible and at the Client's expense, or returned, and finally that forged securities will be seized. The Client must notify the Bank immediately of any disputes he is aware of relating to the securities he holds. In as far as the securities are held in safe custody under usual reserve, the Client is liable for any damage resulting from a lack of authenticity or obvious or hidden defects of the securities deposited. Any security found not to have been satisfactorily delivered, even after being placed on deposit, may, as soon as it is established that this security belongs to the Client, be withdrawn from the Client s securities portfolio and returned or blocked pending regularisation of the situation. If the situation is not regularised, the Client's cash account shall be debited with the amount equal to the value of the securities, plus all expenses and commissions, at the rate of the day. Furthermore the Client shall bear any consequences resulting from the deposit or trading of securities which have been subject to opposition. The Client shall be required to indemnify the Bank for any loss suffered. For this purpose, the Bank reserves the right, at any time and ipso jure, to debit the relevant account(s) to the value of any loss suffered. In the event that the opponent intends to summons the Bank to ascertain the identity of the remitter, the latter irrevocably authorises and empowers the Bank to disclose his identity to the opponent; the remitter therefore releases the Bank from his obligation to professional secrecy in this respect. Unless otherwise stipulated by the Client and duly accepted by the Bank or unless otherwise stipulated by the Bank itself, all securities portfolios are deemed to be fungible. Therefore the Client can only require the Bank to restore securities of a similar type to him, without regard for the certificate numbers. The securities being deposited are recorded mentioning, insofar as is necessary, their numbers. The Client must check this record. The Bank does not accept any liability in the event of an error in the recording of the securities numbers. Subsequently, the Bank shall advise the credit to the securities portfolio of the securities deposited. E.10.2 Custodians and correspondants E Unless the Client expressly requests otherwise, the Bank may deposit the securities entrusted to it by the Client in its name but on behalf and at the risk of the Client, with correspondents and/or collective depository institutions, chosen by the Bank, in the Grand Duchy of Luxembourg or abroad. In such cases, it shall choose and instruct the custodian with due care and attention at its own discretion. The Bank shall only be held liable in the event of gross negligence on its part. To the widest extent authorised by law, the Bank shall be neither accountable for the solvency of the correspondents and/or collective depository institutions, nor liable for negligence by them in the course of their activities. Consequently, the Client will bear a proportional share of all the financial and legal consequences affecting the securities thus placed by the Bank, as a result of any case of force majeure that may arise and in general any external event beyond the control of the Bank whose consequences would have been unavoidable despite reasonable efforts by the Bank to prevent it, changes to legal and statutory provisions, fiscal or otherwise, applicable in the country of the correspondent, of the collective depository institution or of the issuer and particularly in the case where the situation thus created may involve the elimination, deterioration, unavailability of or loss of income total or partial from the assets registered in the name of the Bank on behalf of the Client. E These deposits are only considered as final after confirmation of their registration by the custodian. Where relevant, stock exchange orders relating to these deposits will only be executable after this confirmation. E The Client agrees that in respect of securities subject to foreign law, its rights as investor shall be governed, at least in part, by the applicable foreign law and that its rights under the foreign law are not necessarily identical to those existing under Luxembourg law in respect of similar securities. In such case, it is for the Client to ascertain and to keep itself informed about the practices applicable abroad and the resources available to it abroad in order directly to assert its ownership rights over the securities. Unless expressly agreed otherwise between the Client and the Bank, the Bank shall not have any obligation in that regard. E The Client states that he is aware that in the event that the securities, whether Luxembourg or foreign securities, are not held directly by the Client in the issuer's register but indirectly through one or more custodians (including where the Bank acts as nominee), the Bank may not be able to notify him, or to notify him in good time, of certain information about the issuer or the securities. The Bank shall only be liable in the case of gross negligence on its part. In particular, the Bank shall not have any liability in respect of the exercise of company rights attaching to the securities held indirectly by the Client (including where the Bank acts as nominee), in particular notices of general meetings, the right to attend and vote at general meetings and the right to bring proceedings against the issuer. Unless expressly agreed otherwise between the Client and the Bank, authorising the Bank amongst other matters to disclose to its correspondents, to the collective depository institutions and to the issuer the name, address and other confidential information about Client and, where necessary, about the real beneficiary of the securities account, the Bank shall not have any duty to act as the Client's mandate holder, agent, proxy or in any similar capacity in order to exercise the rights of the Client. At the express request of the Client, the Bank undertakes to issue declarations certifying the number and type of the securities registered in the Client's account in order to facilitate exercise by the Client of the company rights attaching to the securities. E Wherever the Bank has a legal duty to do so and where the Bank has expressly undertaken to do so, subject to cases of force majeure and subject to the Bank s entitlement to deposit securities with correspondents abroad, as mentioned above, the Bank may either restore securities of the same type, or pay the equivalent of the said securities at the time of the request for restoration, without its liability extending beyond such action. E Registered securities deposited at the Bank must be endorsed by the person in whose name they are registered. Failing endorsement, the Bank shall be exempt from all liability resulting from all operations carried out on the securities, namely capital operations, payment of dividends, and transfer, assignment and sale requests. E Safeguarding and custody of financial instruments The Bank will apply the same standard of reasonable care to safeguard the Client s financial instruments as it does to its safeguard its own comparable assets. If the Client wishes the Bank to act as a custodian for financial instruments and the Bank is prepared to do so, it will require the Client to enter into a separate custody agreement which will supersede the provisions of this paragraph. In the absence of such an agreement the following conditions will apply if the Bank has custody of the Client s financial instruments. E Segregation of financial instruments The Bank will segregate the Client s financial instruments and register those capable of being registered in the Client s name, the name of an affiliate nominee company or the name of a nominee company of a sub-custodian. However, the Client should be aware that he may have different rights in respect of financial instruments held outside the European Union. E Segregation in other jurisdictions Where, due to the nature of the law or market practice of another jurisdiction, it is in the Client s best interests to do so or it is not feasible to do otherwise, the Bank may register the Client s financial instruments in its name or that of any other person (including a subcustodian). The Bank will only register the Client s financial instruments in the name of another person if the business of that person includes the provision of custody services. Under these circumstances, the Client s financial instruments may be subject to the law of a different jurisdiction, will not be segregated and may not be as well-protected from claims made on behalf of the general creditors of the person in whose name the financial instruments are registered as if those financial instruments were segregated and held in custody in other jurisdictions. The Client agrees that in respect of securities subject to foreign law, its rights as investor shall be governed, at least in part, by the applicable

18 Page 18/25 foreign law and that its rights under the foreign law are not necessarily identical to those existing under Luxembourg law in respect of similar securities. In such case, it is for the Client to ascertain and to keep itself informed about the practices applicable abroad and the resources available to it abroad in order directly to assert its ownership rights over the securities. Unless expressly agreed otherwise between the Client and the Bank, the Bank shall not have any obligation in that regard. E Notification The Bank will, as far as possible, forward to the Client any notification (relating in particular to conversion or subscription rights, redemptions, alternative offers or capital-intensive restructurings) relating to his financial instruments, as received via its custodian network or from the issuer. E Securities transactions In as far as possible, the Bank will process any instruction concerning a securities transaction relating to any of the Client s financial instruments. If the Bank imposes a reasonable final date by which the Client should submit his instructions, the Client must abide by that final date, failing which the Bank will not execute the Client s instructions. Any costs associated with the execution of the Client s instructions will, subject to the Bank s acceptance, be chargeable to the Client. The Bank shall execute both "mandatory" and "optional" regularisation operations and in particular transactions relating to capital increases associated with the securities on deposit, subscription rights, optional dividends, swapping of securities, re-investment of dividends, etc., both in the Grand Duchy of Luxembourg and abroad. The Bank shall have no liability in relation to "optional" transactions which shall be the exclusive liability of the Client, and whose instigation furthermore originates with the Client. As far as possible, therefore, according to the publications and means of information at its disposal, the Bank watches over all operations which may effect the securities in its custody and informs the Client of the details of such operations. The Bank shall have only secondary liability in respect of this obligation of surveillance, which shall be primarily the duty of the Client. In all cases, the Bank s liability will be limited to a best endeavours obligation. For mandatory transactions, the Bank shall automatically execute the corporate actions on the deposited securities in custody and shall notify the Client of the details. In respect of optional transactions, the Bank shall send the Client, insofar as it has the necessary information and sufficient time, the most comprehensive information with the terms and conditions of the transaction, and it shall carry out the transaction in accordance with the instructions received. In the absence of any instructions from the Client or in the case of instructions received after the deadline indicated in the information advice, the Bank shall carry out the transaction in accordance with the default option specified in the advice sent to the Client. Furthermore, the Bank shall, in so far as it is possible, carry out the regularisation operation at the express request of the Client (in particular the exercising of warrants, conversions, etc.) and in accordance with its instructions. Unless previously agreed otherwise by the Bank and subject to reimbursement of its fees (including the payment of adequate fees on account), it shall not represent its Clients at general meetings or in court proceedings. In addition to the repayment of the expenses incurred, the Bank shall be entitled to charge a commission that may vary according to the transaction. The Bank shall not be obliged to monitor other events in the life of companies whose securities are deposited with it other than those involved in regularisation operations. This shall be the case in particular for notices of legal actions, convening general meetings or any other publications placed by these companies in the media. All liabilities of the Bank in relation to the regularisation transactions under this section E shall be subject to the provisions of clause E above. E Withdrawal of securities Securities can only be withdrawn on the basis of a variable time-scale depending on the nature of the securities in question. The Bank is therefore not able to guarantee the Client a specific delivery date. E Taxes The Client will be liable for taxes and levies of any kind incurred by or imposed on the Bank as a result of the custody of securities on the Client s behalf. If the beneficial owner is entitled, under a double taxation agreement, to a withholding tax reduction or exemption, the Bank is authorised without obligation to disclose the required information to foreign custodians (including the name and address of the beneficial owner), as necessary for the obtention of the tax reduction or exemption. The Bank cannot be held liable in the event that the client is refused any tax concession provided for under the double taxation agreement. E Deposits of precious metals E The Bank may accept deposits of precious metals. Unless otherwise agreed, metals of the same nature, form, and standard commercial quality shall be deemed after valuation as fungible. Therefore the Client can only require the Bank to restore to him precious metals of the same nature, form and of standard commercial quality. E Unless otherwise agreed, the deposit of precious metals shall be recorded as a deposit in the custody account in the Client name. E Unless otherwise requested by the Client, the Bank shall be entitled to deposit certain categories of valuables in its own general deposit or entrust them in its name, but on behalf and at the risk of the Client, to a depository in the Grand Duchy of Luxembourg or abroad. The Bank also reserves the right to entrust fungible precious metals to sub-custodians in the Grand Duchy of Luxembourg or abroad. In this case, the Bank is obliged to exercise due care and attention in its choice of and instructions to its depository. Its liability, particularly in the case of loss or non-restitution of the precious metals, shall only be incurred in the event of gross negligence. In the case of the Client having named the correspondent with whom the precious metals shall be placed, the Client will also bear the risk of the insolvency of this correspondent. E In the event of the loss of precious metals deposited as a result of a Bank s fault, with the exception of events beyond its control ("force majeure") and events of transport as mentioned in article A.3.5 of the present General Conditions, and subject to the possibility for the Bank to deposit securities with correspondents in Luxembourg or abroad as indicated above, the Bank shall be released by the payment of the equivalent counter-value according to the rate of the date of the deposit or the declared value resulting from the valuation. Under no circumstances shall its liability extend above the lesser of these two amounts. To the widest extent authorised by law, the Bank shall be neither accountable for the solvency of its correspondents nor liable for negligence by them in the course of their activities. E The Client shall in good time give the Bank the necessary instructions for transactions relating to the securities in custody. In the absence of specific instructions from the Client, the Bank shall conduct the customary transactions on the Client's account to the best of its ability and at its own discretion, adhering to its execution policy. E Unless otherwise instructed, the Bank shall collect all interest and dividends produced by the securities in safekeeping on behalf of the Client. E The Bank shall also detach coupons, verify drawings, exchange securities and securities certificates, renew coupons and carry out similar transactions, provided it receives necessary and sufficient information with regard to such transactions. E All transactions referred to in these provisions shall be read as "under usual reserve". E The Bank shall also collect coupons and redeemable securities and implement regularisation operations. E Liability The Bank shall execute the transactions instructed by the Client under the sole liability of the Client. In the case of transactions that the Bank carries out automatically it shall only be held liable in cases of gross negligence. In all cases, regularisation operations are executed according to the information transmitted by the custodians and all other sources of financial information. Therefore, the Bank shall not be held liable for the inaccuracy of such information and any erroneous transactions that may result.

19 Page 19/25 E Exclusion of liability for sub-custodians The Bank accepts no liability for any loss, liability or cost incurred by the Client due to default on the part of a sub-custodian appointed by the Bank, providing that the Bank has taken reasonable care in appointing the sub-custodian, unless the sub-custodian is an affiliate of the Bank, in which case the Bank will accept the level of liability accepted for its own acts, omissions and defaults. E Custody of cash amounts The provisions of this paragraph E.10, adapted as appropriate, shall apply to amounts held by the Bank on the Client s behalf other than under the circumstances referred to in paragraph E.9.4. The Bank may place Client money into a qualifying money fund and units in any such fund will be held in accordance with the provisions on Client assets set out above. Any Client who does not require this facility should notify the Bank in writing to this effect. E.11. Collateral E Right to require collateral The Bank may, at its discretion, require the Client to deposit assets with itself or another party as collateral for the Client s liability under any transaction, in accordance with Applicable Regulations or otherwise, to cover the risk of loss on a transaction. Collateral may be required in the form of cash, letter of credit or any other type of Financial Instrument owned by the Client. E Rights over collateral The Bank will have full rights as a secured party on the collateral and may, at its absolute discretion, sell, dispose of, realise or set-off the collateral against the Client s obligations to the Bank. The Bank may also combine the client s accounts or transfer amounts between the Client s accounts with a view to fulfilment of the Client s obligations to deposit collateral or for any other purpose agreed in advance by the Bank with the Client. E Additional protective action The Client agrees to execute further documents or take further action as reasonably required to secure his interest over, be registered as owner of or obtain legal title to the collateral, strengthen the obligations secured, facilitate the exercise of the Bank s rights or satisfy a market requirement. E Collateral As continuing security for the full performance by the Client of his obligations (actual or contingent, present or future) to the Bank, in particular under this paragraph E.11, the Client accords the Bank, with a guarantee of full title, a first fixed security interest in all collateral provided now or in the future by the Client to the Bank, on behalf of or under the direction or control of the Bank or otherwise standing to the credit of the Client s account with the Bank, otherwise held by the Bank, its affiliates or nominees on the Client s behalf. The Client agrees that the Bank may grant a security interest, free of any prejudicial interest of the Client or a third party, on collateral provided by the Client to cover any obligation of the latter to an intermediate broker or Exchange. E Requirement for collateral to be unencumbered Assets tendered as collateral must be entirely free of encumbrance, in the form of a claim, entitlement, mortgage, charge, pledge, assignment or any other form of security interest which benefits or purports to benefit a third party. If the Client fails to provide the Bank with collateral or the Bank believes that an asset tendered as collateral to be encumbered, it may, at its discretion, require the Client to replace the collateral or alternatively close-out a transaction with the Client. The Client undertakes not to create or maintain a security interest of any kind on the collateral or agree to assign or transfer any of the collateral transferred to the Bank, except in the case of a lien routinely imposed on financial instruments in a clearing system in which such financial instruments may be held. E Power of sale If an event of default occurs, the Bank may exercise the power to sell the collateral and apply the proceeds of sale or other form of disposal to the costs of such sale or other disposal and in or towards satisfaction of the Client s obligations to the Bank. E.12. Events of Default E Events of Default An event of default occurs if - the Client fails to pay any amount or deliver a Financial Instrument or other asset when required; - the Client breaches a material provision or an event occurs giving rise to the probability of breach of a material provision by the latter; - a petition is lodged against or by the Client with a view to the administration, winding-up, receivership, liquidation or bankruptcy of the latter, a similar event occurs or, in the reasonable opinion of the Bank, the Client is currently or prospectively unable to discharge his debts or enters into a general assignment, arrangement or composition with or for the benefit of his creditors; - the Client fails to comply in any material respect with any Applicable Regulations or an authorisation held by the Client is suspended or withdrawn by a competent regulatory or similar body; - any material adverse change in the Client s financial position occurs; - an event which, as a result of the passage of time, issue of notice, making of a determination or any combination thereof, may, in the reasonable opinion of the Bank, constitute an event referred to above. E Close-out on an event of default: If an event of default occurs, then any amount or asset owed to the Bank will become immediately due, payable or deliverable and the Bank may, without prior notice: - calculate in good faith the value of any outstanding actual or contingent rights asserted by the Client against the Bank and any outstanding obligations of the Client to the Bank in order to determine a net sum representing the present value of the net amount due to the Client or owed by the Client to the Bank (the Close-out Amount ). The Bank will notify the Client as soon as possible of the Close-out Amount and whether this sum represents a final or preliminary calculation. Thereafter, the Bank may act to realise sufficient sums to pay the Client the Close-out Amount (where applicable) or settle in whole or part the Client s obligation to pay the Bank the Close-out Amount (where applicable). If this process leaves a residual balance in the Bank s favour, that balance will be treated as a debt payable on demand; - treat any outstanding transaction as terminated; - sell any Financial Instrument (without liability for any loss in value thereby incurred), with the proviso that the Bank undertakes not to sell any financial instrument or other asset at a price other than the prevailing market price on the recognised market (if any) for the Financial Instrument or asset in question, and remit to the Client any residual balance recovered after full settlement of the Client s outstanding obligations; - cancel, close out, or reverse any transaction or open position, or take any other action held to be necessary or appropriate to reduce or prevent a loss or otherwise recover any amount owed by the Client to the Bank; - retain any amounts or financial instruments otherwise owed to the Client under any transaction to meet any loss, liability or cost sustained or incurred as a result of the Client s default. E.13. Fees and charges E Fees and charges The Bank will apply a charge for each transaction in accordance with applicable commission rates for the market, Financial Instrument or other asset in question. Unless otherwise agreed, the Bank s charges will include value added tax, transfer fees, registration fees and other liabilities, costs and expenses payable in connection with transactions and as stated in any confirmation. E Amounts due Fees and charges applied must be paid when due in freelytransferable, cleared and available same-day funds in the currency and to the accounts indicated, free of set-offs, counterclaims, deductions and withholdings, unless required in law. E Deduction of charges Subject to reasonable prior notice, the Bank may deduct its charges from funds held on behalf of the Client. For this purpose, the Bank will be entitled to combine or make transfers between accounts.

20 Page 20/25 E Interest The Bank will levy interest on amounts owed by the Client to the Bank, not paid at the due date, at a rate reasonably determined by the Bank as representing the cost of funding such overdue amount. Interest will accrue on a daily basis. E Net payments and deliveries Unless notified in writing to the contrary by the Bank, all payments and deliveries between the Bank and the Client shall be made on a net basis. The Bank shall not be obliged to make deliveries or payments to the Client until it has received the necessary cleared funds or documents. E Withholding tax The Bank may deduct or withhold all forms of tax from any payment if obliged to do so under Applicable Regulations. If the Client is liable in law for a deduction or withholding on a payment, the Client agrees to remit a sum to the Bank which will ensure that his position is the same as if no deduction or withholding had been required. The Bank will be entitled to debit amounts due from any account of the Client. E.14. Representations and warranties E Representations, warranties and covenants The Client declares, guaranties, and cerifies, on an ongoing basis, on behalf of himself and any person for whom he may act, that: - he is authorised and has the capacity to enter into these terms and any transactions which may arise therefrom; - these terms, each transaction and the obligations created thereunder are binding on and enforceable against the Client in accordance with the terms and do not violate the terms of any Applicable Regulations; - any information provided by him to the Bank will not be misleading and will be true and accurate in all material respects. The Client will inform the Bank if his position changes and information provided to the latter becomes misleading or ceases materially to represent the Client s capacity and ability to trade with the Bank; - no event of default has occurred or is continuing. E.15. Mandate E If the Client is acting as an agent If the Client is acting as an mandate holder for a third party (Principal), the Bank will, in the absence of a written agreement stating otherwise, continue to regard the Client as its Client and hold him liable for the settlement of any transaction, even if the identity of the Principal has been disclosed. Under these circumstances, the following provisions of this paragraph E.15 will apply. E Notification If the Client is not a financial sector professional, he must disclose the identity, address and any other details required by the Bank in respect of any Principal for the purposes of a compliance, credit and counterparty risk assessment by the Bank on any transaction prior to the placement of an order on behalf of a Principal for whom the Client is an agent. E Capacity Each transaction will be entered into by the Client in the capacity of an agent for and on behalf of the Principal disclosed by the Client. The obligations under the transaction will be valid and binding on the Principal and the Client will be authorised and empowered to enter into the transaction on behalf of the Principal. E Principal accounts The Bank shall, in respect of each Principal and in accordance with the Client s instructions, establish and maintain one or more separate subaccounts (each a Principal account). The Client undertakes, as agent for the relevant Principal and on his own behalf, in respect of each instruction given, to specify by the close of business on the day on which an instruction is issued (or any other time indicated by the Bank) the Principal account to which the instruction relates. Until the Client specifies a Principal account and provides the information referred to in this paragraph, he shall be personally liable, as Principal, for the relevant transaction. E Market abuse and conduct The Client and his Principals shall adhere to the standards of behaviour reasonably expected of persons in his position and refrain from any action liable to cause the Bank to fall short of standards of behaviour reasonably expected of persons in his position. E Covenants As mandate holder for each Principal and on his own behalf, the Client covenants to the Bank that he will: - ensure at all times that he and the Principal obtain and comply with the terms of, and do all that is necessary to maintain in full force and effect, any authority, power, consent, licence or authorisation necessary to enable him to enter into any transactions on behalf of the Principal; - promptly notify the Bank of any event of default concerning himself or the Principal; - provide the Bank on request with such information regarding his and the Principal s financial or business affairs as reasonably required to substantiate the authority, power, consent, licence or authorisation referred to above or to comply with any Applicable Regulations; - provide the Bank on request with copies of the relevant sections of the Principal s instruments of incorporation relating to his capacity to enter into transactions and appoint an agent to act on his behalf and ensure that any such extract will, to the best of the Client s knowledge, be true and accurate in all material respects; - hold sufficient funds and/or financial instruments to complete any transactions and ensure that he knows of no reason why his Principal should fail to meet his obligations under the transaction. E.16. Exclusion of the Bank s liability E Exclusion of liability The Bank will not be liable for any loss, liability or cost sustained or incurred by the Client as a result of the provision of services to the latter by the Bank unless the loss, liability or cost is caused by gross negligence, wilful default or fraud committed by the Bank while acting on the Client s instructions. E Exclusion of liability for third parties The Bank will not be liable for any loss, liability or cost sustained or incurred by the Client as a result of the negligence, wilful default or fraud of any third party (including any broker, bank, agent, custodian, investment exchange, depository or clearing house, but excluding any affiliate of the Bank), in whose appointment the Bank has taken reasonable care. E Exclusion of liability for consequential loss Neither the Bank nor any third party acting on the Bank s behalf in providing a service to the Client, affiliated to the Bank or otherwise, nor any of its directors, officers, servants, agents or representatives, will be liable to the Client (except in the case of fraud) for consequential, indirect, special, incidental, punitive or exemplary loss, liability or cost sustained or incurred as a result of acts or omissions on the part of the Bank or the Client under these terms, howsoever the loss, liability or cost is caused and regardless of whether it was foreseeable or not. For the purposes of this paragraph, the expression consequential loss, liability or cost includes any loss, liability or cost arising from the Client s inability to sell financial instruments when the price is falling, purchase financial instruments when the price is rising or enter into or complete a further transaction (for example a hedge, swap or derivative contract) which requires the Client to have disposed of or purchased the financial instruments in question, and any other loss arising as a result of loss of business, profits, goodwill or data and any indirect, special, incidental, consequential, punitive or exemplary loss, liability or costs, whether arising from negligence, breach of contract or otherwise and whether foreseeable or not. E Use of third party brokers The Bank may execute the Client s transactions through third party brokers, but will accept no liability for any loss, liability or cost sustained or incurred as a result of negligence, wilful default, fraud or insolvency on the part of a third party involved in the settlement process or delay in the settlement process caused by events beyond the Bank s control. E No exclusion of liability where prohibited by law Nothing in these terms excludes or limits the Bank s liability if any such exclusion or limitation is prohibited by law.

21 E.17. Indemnity E Indemnity The Client will, on an ongoing basis, indemnify the Bank against any loss, liability or cost sustained or incurred as a result of reliance on any instruction which the Bank reasonably believes has been approved by or issued on behalf of the Client or as a result of the Client s breach of any material provision of these terms.e.18. Provision of information, data protection etc General Terms and Conditions E Requirement of disclosure Page 21/25 The Client will promptly provide the Bank with information on request to corroborate the matters referred to in these terms or comply with any Luxembourg regulations and notify the Bank of any material change in such information. ********************************************************************************************************* Annex 1 - Protection owed to different Client types 1. Opt up from Retail Client to Professional Client Under MiFID Regulations, you are granted fewer protections if you are classified as a Professional Client than you receive if you are classified as a Retail Client. In particular: a) you will be provided with less information with regard to us, our services and any investments (for example on costs, commissions, fees and charges); b) where we assess the appropriateness of a product or service, we can assume that you have sufficient knowledge and experience to understand the risks involved; c) if we are required to assess the suitability of a personal recommendation made to you, we can assume that you have sufficient experience and knowledge to understand the risks involved, and can sometimes assume that you are able financially to bear any investment risks consistent with your investment objectives; d) when providing you with best execution we are not required to prioritise the overall costs of the transaction as being the most important factor in achieving best execution for you; e) we do not need to inform you of material difficulties relevant to the proper carrying out of your order(s) promptly; f) should we provide you with periodic statements, we are not required to provide them as frequently as for retail Clients; g) where we are holding your Client money, we are not required to notify you of whether interest is payable on it; and h) It is probable that your rights to compensation are more restricted no mater the system of compensation prescribed by the law. 2. Opt up from Retail Client or Professional Client to Eligible Counterparty Under MiFID Regulations, you are granted fewer protections if you are classified as an Eligible Counterparty than you receive if you are classified as a Professional Client or a Retail Client. In particular, and in addition to the above: a) we are not required to provide you with best execution in executing your orders; b) we are not required to disclose to you information regarding any fees or commissions that we pay or receive; c) we are not required to assess the appropriateness of a product or service that we provide to you but can assume that you have the expertise to choose the most appropriate product or service for yourself; d) we are not required to provide you with information about ourselves, our services and the arrangements through which we will be remunerated; e) we are not required to provide you with risk disclosures on the products or services that you select from us; f) we are not required to provide reports to you on the execution of your orders or the management of your investments; and ********************************************************************************************************* Annex 2 - Product and service risk disclosure I. Introduction This Appendix is intended to give you information on and a warning of the risks associated with products and services supplied by ING, so that you are reasonably able to understand the nature and risks of the services and of the specific types of investment being offered and, consequently, to take investment decisions on an informed basis. You should note that it is not possible to disclose to you all the risks and other significant aspects of such products and services to you. Part B below sets out some of the risks associated with certain types of generic financial instruments. Part C below sets out certain generic types of risk. Part D below deals with transaction and service risks. You should not deal in products unless you understand the nature of the contract you are entering into and the extent of your exposure to risk. You should also be satisfied that the product or service is suitable for you in light of your circumstances and financial position and, where necessary, you should seek appropriate advice in advance of any investment decisions. Risk factors may occur simultaneously and/or may compound each other resulting in an unpredictable effect on the value of any investment. All financial products carry a certain degree of risk and even low risk investment strategies contain an element of uncertainty. The types of risk that might be of concern will depend on various matters, including how the instrument is created or drafted. Different instruments involve different levels of exposure to risk and in deciding whether to trade in such instruments or become involved in any financial products, you should be aware of the following points. II. Products and investments Set out below is an outline of the risks associated with certain generic types of financial instruments II.1. Shares, equity instruments II.1.1 General A risk with equity is that the company must both grow in value and make adequate dividend payments or the price will fall. The company, if listed or traded on-exchange, will then find it difficult to raise further capital to finance the business, and the company s performance will deteriorate vis-à-vis its competitors, leading to further reductions in the share price. Ultimately the company may become vulnerable to a takeover or may fail. Shares have exposure to all the major risk types referred to below. In addition, there is a risk that there could be problems in the sector that the company is in. If the company is private, i.e. not listed or traded on an exchange, or is listed but only traded infrequently, there is also a certain amount of liquidity risk, whereby shares could become very difficult to dispose of. II.1.2 Penny shares There is an extra risk of losing money when shares are bought in some smaller companies, including penny shares. There is a big difference between the buying price and the selling price of these shares. If they have to be sold immediately, you may get back much less than you paid for them. The price may change quickly and it may go down as well as up.

22 Page 22/25 II.2. Warrants A warrant is a time-limited right to subscribe for shares, debentures, loan stock or government securities and is exercisable against the original issuer of the underlying securities. A relatively small movement in the price of the underlying security results in a disproportionately large movement, unfavourable or favourable, in the price of the warrant. The prices of warrants can therefore be volatile. The right to subscribe which a warrant confers is invariably limited in time with the consequence that if the investor fails to exercise this right within the pre-determined time-scale then the investment becomes worthless. A warrant is potentially subject to all of the major risk types referred to below. You should not buy a warrant unless you are prepared to sustain a total loss of the money you have invested plus any commission or other transaction charges. Some other instruments are also called warrants but are actually options (for example, a right to acquire securities which is exercisable against someone other than the original issuer of the securities, often called a covered warrant). For these instruments, see paragraph II.6.3 below. II.3. Money-market instruments A money-market instrument is a borrowing for a period, generally no longer than six months, but occasionally up to one year, in which the lender takes a deposit from the money markets in order to lend (or advance) it to the borrower. Unlike in an overdraft, the borrower must specify the exact amount and the period for which he wishes to borrow. Like other debt instruments (see paragraph II.4 below), money-market instruments are exposed to the major risk types referred to below. II.4. Debt Instruments/Bonds/Debentures All debt instruments are potentially exposed to the major risk types referred to below, including credit risk and interest rate risk. Debt securities are subject to the risk of the issuer s inability to meet principal and interest payments on the obligation and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity. When interest rates rise, the value of corporate debt securities can be expected to decline. Fixed-rate transferable debt securities with longer maturities tend to be more sensitive to interest rate movements than those with shorter maturities. II.5. Units in Collective Investment Schemes Collective investment schemes and their underlying assets are potentially exposed to all of the major risk types referred to below. There are many different types of collective investment schemes. Generally, a collective investment scheme will involve an arrangement that enables a number of investors to pool their assets and have these professionally managed by an independent manager. Investments may typically include gilts, bonds and quoted equities, but depending on the type of scheme may go wider into derivatives, real estate or any other asset. There are risks on the underlying assets held by the scheme and investors should, therefore, check whether the scheme holds a number of different assets, thus spreading its risk. Subject to this, investment in such schemes can reduce risk by spreading the investor s investment more widely than may have been possible if he or she was to invest in the assets directly. The reduction in risk is achieved because the wide range of investments in a collective investment scheme reduces the effect that any one investment can have on the overall performance of the portfolio. Although, therefore, seen as a way to spread risks, the portfolio price can fall as well as rise and, depending on the investment decisions made, a collective investment scheme can be exposed to many different risks. II.6. Derivatives (Including options, futures, swaps, forward rate agreements, derivative instruments for the transfer of credit risk, financial contracts for differences) II.6.1. Derivatives generally A derivative is a financial instrument derived from an underlying asset's value; rather than trade or exchange the asset itself, an agreement is entered into to exchange money, assets or some other value at some future date based on the underlying asset. There are many types of derivative, but options, futures and swaps are among the most common. An investor in derivatives often assumes a great deal of risk, and therefore investments in derivatives must be made with caution, especially for smaller or less experienced investors. Derivatives have high risk connected with them, predominantly as there is a reliance on further assets; this is unpredictable. Options or futures can allow a person to pay only a premium to bet on the direction in an asset's price, and while this can often lead to large returns if right, it would lead to a 100% loss (the premium paid) if wrong. Options or futures sold short (i.e. without the seller owning the asset at the time of the sale) may lead to great losses if the price of the underlying asset rises significantly. If a derivative transaction is particularly large or if the relevant market is illiquid (as may be the case with many privately negotiated offexchange derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous price. On-exchange derivatives are subject, in addition, to the risks of exchange trading generally. Off-exchange derivatives are contracts entered into with a counterparty and, like any contract, subject to credit risk and the particular terms of the contract (whether one-off or a master agreement) should be considered in all cases. Derivatives can be used for speculative purposes or as hedges to manage other investment risks. In all cases the suitability of the transaction for the particular investor should be considered. You should therefore ask about the terms and conditions of the specific derivatives and associated obligations (e.g. the circumstances under which you may become obligated to make or take delivery of the underlying of a futures contract and, in respect of options, expiration dates and restrictions on the time for exercise). Under certain circumstances the specifications of outstanding contracts (including the exercise price of an option) may be modified by the exchange or clearing house to reflect changes in the underlying asset. Normal pricing relationships between the underlying asset and the derivative may not exist in all cases. This can occur when, for example, the futures contract underlying the option is subject to price limits while the option is not. The absence of an underlying reference price may make it difficult to assess fair value. The points set out below in relation to different types of derivative are not only applicable specifically to these derivatives but are also applicable more widely to derivatives generally. All derivatives are potentially subject to the major risk types, especially market risk, credit risk and any specific sector risks connected with the underlying asset. II.6.2. Futures/Forwards/Forward rate agreements Transactions in futures or forwards involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some cases to settle the position with cash. They carry a high degree of risk. The gearing or leverage often obtainable in futures and forwards trading means that a small deposit or down payment can lead to large losses as well as gains. It also means that a relatively small movement can lead to a proportionately much larger movement in the value of your investment, and this can work against you as well as for you. Futures and forwards transactions have a contingent liability, and you should be aware of the implications of this, in particular margining requirements: these are that, on a daily basis, with all exchange-traded, and most over the counter off-exchange, futures and forwards, you will have to pay over in cash losses incurred on a daily basis. If you fail to do so, the contract may be terminated. (See further 1 and 2 of Part IV below.) II.6.3. Options There are many different types of options with different characteristics subject to the following conditions. Buying options; buying options involves less risk than selling options because, if the price of the underlying asset moves against you, you can simply allow the option to lapse. The maximum loss is limited to the premium, plus any commission or other transaction charges. However, if you buy a call option on a futures contract and you later exercise the option, you must acquire the future. This will expose you to the risks described under futures and contingent liability investment transactions. Writing options; If you write an option, the risk involved is considerably greater than buying options. You may be liable for a margin to maintain your position (as explained in paragraph II:6.2 above) and a loss may be sustained well in excess of the premium received. By writing an option, you accept a legal obligation to purchase or sell the underlying

23 Page 23/25 asset if the option is exercised against you, however far the market price has moved away from the exercise price. If you already own the underlying asset which you have contracted to sell (known as 'covered call options ) the risk is reduced. If you do not own the underlying asset (known as uncovered call options ) the risk can be unlimited. Only experienced persons should contemplate writing uncovered options, and then only after securing full details of the applicable conditions and potential risk exposure. Certain options markets operate on a margined basis, under which buyers do not pay the full premium on their option at the time they purchase it. In this situation you may subsequently be called upon to pay margin on the option up to the level of your premium. If you fail to do so as required, your position may be closed or liquidated in the same way as a futures position. II.6.4. Contracts for differences Certain derivatives are referred to as contracts for differences. These can be options and futures on an index, as well as currency and interest rate swaps. However, unlike other futures and options (which may, depending on their terms, be settled in cash or by delivery of the underlying asset), these contracts can only be settled in cash. Investing in a contract for differences carries the same risks as investing in a future or an option as referred to in paragraphs II:6.2 and II:6.3 above. transactions in contracts for differences may also have a contingent liability. II.6.5. Swaps A swap is a derivative where two counterparties exchange one stream of cash flows against another stream. A major risk of old off-exchange derivatives, (including swaps) is known as counterparty risk. If a party, A, wants a fixed interest rate loan and so swaps a variable rate loan with another party, B, thereby swapping payments, this will synthetically create a fixed rate for A. However, if B becomes insolvent, A will lose its fixed rate and will be paying a variable rate again. If interest rates have gone up a lot, it is possible that A will struggle to repay. The swap market has grown substantially in recent years, with a large number of banks and investment banking firms acting both as principals and as agents utilising standardised swap documentation. As a result, the swap market has become liquid but there can be no assurance that a liquid secondary market will exist at any specified time for any particular swap. II.7. Combined Instruments Any combined instruments, such as a bond with a warrant attached, is exposed to the risk of both those products and so combined products contain a risk which is greater than those of its components generally. III. Generic risk types III.1. General The price or value of an investment will depend on fluctuations in the financial markets outside anyone s control. Past performance is no indicator of future performance. The nature and extent of investment risks varies between countries and from investment to investment. These investment risks will vary with, inter alia, the type of investment being made, including how the financial products have been created or their terms drafted, the needs and objectives of particular investors, the manner in which a particular investment is made or offered, sold or traded, the location or domicile of the Issuer, the diversification or concentration in a portfolio (e.g. the amount invested in any one currency, security, country or issuer), the complexity of the transaction and the use of leverage. The risk types set out below could have an impact on each type of investment. III.2. Liquidity The liquidity of an instrument is directly affected by the supply and demand for that instrument. Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls to such an extent that under the rules of the relevant exchange trading is suspended or restricted. Placing a stop-loss order will not necessarily limit your losses to intended amounts, but market conditions may make it impossible to execute such an order at the stipulated price. In addition, with the off-exchange products, unless the contract terms so provide, the counterparty does not have to terminate the contract early or buy back the product. III.3. Credit Risk Credit risk is the risk of loss caused by borrowers, bond obligors, or counterparties failing to fulfil their obligations or the risk of such parties credit quality deteriorating. III.4. Market Risk III.4.1. General The price of investments goes up and down depending on market supply and demand, investor perception and the prices of any underlying or allied investments or, indeed, sector and economic factors. These can be totally unpredictable. III.4.2. Foreign markets Any foreign investment or investment with a foreign element can be subject to the risks of foreign markets which may involve different risks from the local markets. In some cases the risks will be greater. The potential for profit or loss from transactions on foreign markets or in foreign denominated contracts will be affected by fluctuations in foreign exchange rates. III.4.3. Emerging Markets Price volatility in emerging markets, in particular, can be extreme. Price discrepancies can be common and market dislocation is not uncommon. Additionally, as news about a country becomes available, the financial markets may react with dramatic upswings and/or downswings in prices during a very short period of time. Emerging markets generally lack the level of transparency, liquidity, efficiency and regulation found in more developed markets. For example, these markets might not have regulations governing manipulation and insider trading or other provisions designed to level the playing field with respect to the availability of information and the use or misuse thereof in such markets. They may also be affected by political risk. It may be difficult to employ certain risk management practices for emerging markets investments, such as forward currency exchange contracts or derivatives. III.5. Clearing House Protections On many exchanges, the performance of a transaction is 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 this Client who may, therefore, be subject to the credit and insolvency risks of the firm through whom the transaction was executed. There is, in any event, no clearing house for traditional options, or normally for off-exchange instruments which are not traded under the rules of an exchange. III.6. Insolvency The insolvency or default of the firm with whom you are dealing, or of any brokers involved with your transaction, may lead to positions being liquidated or closed out without your consent or, indeed, investments not being returned to you. There is also insolvency risk in relation to the investment itself, for example of the company that issued the bond or of the counterparty to the off-exchange derivatives (where the risk relates to the derivative itself and to any collateral or margin held by the counterparty). III.7. Currency Risk In respect of any foreign exchange transactions and transactions in derivatives and 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. The weakening of a country s currency relative to a benchmark currency or the currency of your portfolio will negatively affect the value of an investment denominated in that currency. Currency valuations are linked to a host of economic, social and political factors and can fluctuate greatly, even during intra-day trading. Some countries have foreign exchange controls which may include the suspension of the ability to exchange or transfer currency, or the devaluation of the currency. Hedging can increase or decrease the exposure to any one currency, but may not eliminate completely exposure to changing currency values. III.8. Interest Rate Risk Interest rates can rise as well as fall. A risk exists with interest rates that the relative value of a security, especially a bond, will worsen due

24 Page 24/25 to an interest rate increase. This could impact negatively on other products. III.9. Regulatory/Legal Risk All investments could be exposed to regulatory or legal risk. Returns on all, and particularly new, investments are at risk from regulatory or legal actions and changes which can, amongst other issues, alter the profit potential of an investment. Legal changes could even have the effect that a previously acceptable investment becomes illegal. Changes to related issues such as tax may also occur and could have a large impact on profitability. Such risk is unpredictable and can depend on numerous political, economic and other factors. For this reason, this risk is greater in emerging markets but does apply everywhere. In emerging markets, there is generally less government supervision and regulation of business and industry practices, stock exchanges and over-the-counter markets. The laws and regulations governing investments in securities may not exist in some places, and where they do, may be subject to inconsistent or arbitrary application or interpretation and may be changed with retroactive effect. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. Judges and courts in many countries are generally inexperienced in the areas of business and corporate law. Companies are exposed to the risk that legislatures will revise established law solely in response to economic or political pressure or popular discontent. There is no guarantee that a foreign investor would obtain a satisfactory remedy in local courts in case of a breach of local laws or regulations or a dispute over ownership of assets. An investor may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments in foreign courts. III.10. Operational Risk Operational risk, such as breakdowns or malfunctioning of essential systems and controls, including IT systems, can impact on all financial products, but in particular for holders of shares, which equate to a part of the ownership of the company. Business risk, especially the risk that the business is run incompetently or poorly, could also impact on this. Personnel and organisational changes can severely affect such risks and, in general, operational risk may not be apparent from outside the organisation. IV. Transaction and service risks IV.1. Contingent liability investment transactions Contingent liability investment transactions, which are margined, require you to make a series of payments against the purchase price, instead of paying the whole purchase price immediately. If you trade in futures, contracts for differences or sell options, you may sustain a total loss of the margin you deposit with your firm to establish or maintain a position. If the market moves against you, you may be called upon to pay substantial additional margin at short notice to maintain the position. If you fail to do so within the time required, your position may be liquidated at a loss and you must be responsible for the resulting deficit. Even if a transaction is not margined, it may still carry an obligation to make further payments in certain circumstances over and above any amount paid when you entered the contract. In some jurisdictions, we may only carry out margined or contingent liability transactions with, or for you, if they are traded on or under the rules of a recognised or designated investment exchange. transactions which are traded elsewhere may be may exposed to substantially greater risks. IV.2. Collateral If you deposit collateral as security with us, the way in which it will be treated will vary according to the type of transaction and where it is traded. There could be significant differences in the treatment of your collateral, depending on whether you are trading on a recognised or designated investment exchange (see paragraph IV.3 below), with the rules of that exchange (and the associated clearing house) applying, or trading on another exchange or, indeed, off-exchange. Deposited collateral may lose its identity as your property once dealings on your behalf are undertaken. Even if your dealings should ultimately prove profitable, you may not get back the same assets which you deposited, and may have to accept payment in cash. You should ascertain from the firm how your collateral will be dealt with. IV.3. Off-Exchange transactions Certain exchanges are designated as recognised or designated investment exchanges. transactions which are traded elsewhere may be exposed to substantially greater risks. IV.4. Limited liability transactions Before entering into a limited liability transaction, you should obtain a formal written statement confirming that the extent of your loss liability on each transaction will be limited to an amount agreed by you before you enter into the transaction. The amount you can lose in limited liability transactions will be less than in other margined transactions, which have no predetermined loss limit. Nevertheless, even though the extent of loss will be subject to the agreed limit, you may sustain the loss in a relatively short time. Your loss may be limited, but the risk of sustaining a total loss to the amount agreed is substantial. IV.5. Commissions Before you begin to trade, we will provide you with details of all commissions and other charges for which you must be liable. If any charges are not expressed in money terms (but, for example, as a percentage of contract value), you should obtain a clear and written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms. In the case of futures, when commission is charged as a percentage, it will normally be as a percentage of the total contract value, and not simply as a percentage of your initial payment. IV.6. Suspensions of trading and grey market investments Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading is suspended or restricted. Placing a stop-loss order will not necessarily limit your losses to the intended amounts, because market conditions may make it impossible to execute such an order at the stipulated price. Transactions may be entered into in: a) a security whose listing on an exchange is suspended, or the listing of or dealings in which have been discontinued, or which is subject to an exchange announcement suspending or prohibiting dealings; or b) a grey market security, which is a security for which application has been made for listing or admission to dealings on an exchange where the security s listing or admission has not yet taken place (otherwise than because the application has been rejected) and the security is not already listed or admitted to dealings on another exchange. There may be insufficient published information on which to base a decision to buy or sell such securities. IV.7. Deposited Cash and Property You should familiarise yourself with the protections accorded to you in respect of money or other property you deposit for domestic and foreign transactions, particularly in the event of a firm insolvency or bankruptcy. The extent to which you may recover your money or property may be governed by specific legislation or local rules. In some jurisdictions, property, which had been specifically identifiable as your own, will be pro-rated in the same manner as cash for purposes of distribution in the event of a shortfall. IV.8. Stabilisation Transactions may be carried out in securities where the price may have been influenced by measures taken to stabilise it. Stabilisation enables the market price of a security to be maintained artificially during the period when a new issue of securities is sold to the public. Stabilisation may affect not only the price of the new issue but also the price of other securities relating to it. Regulations allow stabilisation in order to help counter the fact that, when a new issue comes on to the market for the first time, the price can sometimes drop for a time before buyers are found. Stabilisation is carried out by a stabilisation manager (normally the firm chiefly responsible for bringing a new issue to market). As long as the stabilising manager follows a strict set of rules, he is entitled to buy back securities that were previously sold to investors or allotted to institutions which have decided not to keep them. The effect of this

25 Page 25/25 may be to keep the price at a higher level than it would otherwise be during the period of stabilisation. Stabilisation rules: a) limit the period when a stabilising manager may stabilise a new issue; b) fix the price at which he may stabilise (in the case of shares and warrants but not bonds); and c) require him to disclose that he may be stabilising but not that he is actually doing so. The fact that a new issue or a related security is being stabilised should not be taken as any indication of the level of interest from investors, or of the price at which they are prepared to buy the securities. IV.9. 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. IV.10. Stock lending The effect of lending securities to a third party is to transfer title to them to the borrower for the period that they are lent. At the end of the period, you get back securities of the same issuer and type. The borrower s obligation to transfer equivalent securities is secured against collateral. Lending securities may affect your tax position. IV.11. Strategies Particular investment strategies will carry their own particular risks. For example, certain strategies, such as spread position or a straddle, may be as risky as a simple long or short position