TERMS OF BUSINESS Santander Investment Bolsa, Sociedad de Valores, S.A. Unipersonal referred to herein as SIB

Transcription

1 TERMS OF BUSINESS Santander Investment Bolsa, Sociedad de Valores, S.A. Unipersonal referred to herein as SIB 1. Introduction 1.1 SIB is authorised and regulated by the Spanish Securities Exchange Commission (Comisión Nacional del Mercado de Valores CNMV); it is registered in the CNMV's Register of Investment Firms with number 31 and complies with the requirements of Legislative Royal Decree 4/2015 (Securities Market Law), Royal Decree 878/2015 (Registry, Clearing, Settlement and Central Counterparty for trading in securities) and the rules and regulations of those recognised investment exchanges and markets ( Exchanges ) on which it conducts investment business for its Clients, including yourself. SIB s office is at Ciudad Financiera Santander, Avenida de Cantabria s/n, Boadilla del Monte, Madrid (Spain). 1.2 These terms of business ( Terms ) set out the terms and conditions on which SIB will provide investment services to you ("Client"). Notwithstanding that SIB is regulated by the CNMV in Spain and subject to the requirements of the Market in Financial Instruments Directive (MiFID) and other applicable regulations. These Terms are legally binding with respect to the regulated activities in which you engage with SIB. You will be deemed to have accepted these Terms and they will take effect once accepted upon our first providing services to you under them. 1.3 If and to the extent that these Terms conflict with the applicable rules or regulations, the latter will apply. 2. Classification 2.1 SIB will classify you as a Professional Client or Eligible Counterparty, as defined by the Market in Financial Instruments Directive (MiFID), in respect of all regulated activities that SIB conducts with or for you, unless you are an Eligible Counterparty (as defined by MiFID) in relation to Eligible Counterparty Business. If we classify you as an Eligible Counterparty, you are entitled to request reclassification as a Professional Client entitled to a higher degree of protection. If we agree to such treatment, we will confirm the new classification in writing. Being classified as an Eligible Counterparty will afford you a lower level of protection than the category of Professional Client. 2.2 Eligible Counterparty Business means dealing on your own account, execution of orders on your behalf or reception and transmission of orders and any ancillary service directly related to the aforementioned services. 2.3 In accordance with the Client Classification Policy established by SIB, a Professional Client may make a request in writing to SIB for a change of classification. SIB may accept the classification change provided that the Client complies with the legal and regulatory requirements established from time to time, or may deny it, and will notify the Client appropriately. In the event that the new classification stems from data that SIB cannot verify directly or completely and that are based on information provided by the Client itself, the Client is responsible for the accuracy and truthfulness of the data, holding SIB harmless against any damages or liability that might arise from such data and information being inaccurate or false. You acknowledge that SIB informed you of your right to request a different classification, subject to fulfilment of all the legal requirements and those set out in the Client Classification Policy that is in force at any given time, as well as of the limitations that may arise from such a change of classification. 2.4 Services provided by SIB to you will be on a principal-to-principal basis unless expressly agreed otherwise in writing between you and SIB. Where you and SIB agree that you are acting as an agent, you will be SIB's client unless we have agreed in writing to treat your principal as our client. 3. Our services

2 3.1 SIB provides trading and advisory services in relation to shares, ETFs, warrants, rights, bonds and other debt instruments quoted in secondary markets, as well as other investments in secondary markets. SIB may also provide other services which may carry an extra cost. SIB reserves the right to require you to enter into a separate agreement setting out the terms and conditions applicable to such additional services. 4. Instructions 4.1 Having presented the original documentation as required by SIB, you agree to provide such documents as may be necessary for your proper identification and, in particular, those that SIB is required to hold to comply with current legislation on matters of know your client and the prevention of money laundering. 4.2 Any communications and notifications between the parties, and any claims that the Client may present to SIB, will be made by any means considered as valid by law, and in Spanish or English, except where the parties agree otherwise. SIB will be entitled to rely on and treat as binding any orders or instructions that SIB reasonably believes to have been given by or from you or your agent(s) (whether received by telephone, fax, electronic means or in writing or as otherwise agreed from time to time) which SIB has accepted in good faith. SIB will assume that every instruction that you give us is authentic, valid and given with full authority. SIB may refuse to follow your instructions if, in SIB's opinion, compliance therewith would be contrary to any applicable law, rule, regulation, regulatory requirement, market code or rule, or market practice, or if, in SIB's opinion, it would be unreasonable to do so in the circumstances. 4.3 SIB will be under no obligation to transact any investment business that is subject to any limitations and will be under no obligation to observe any such limitations relating to you unless and until such limitations have been set out and agreed by SIB in writing. 5. Order reception, transmission and execution policy 5.1 The Client expressly agrees, by signing this document, that our Best Execution Policy is available on the SIB website through the following link: Inversores/Informes-de-filiales.html. If you are not an Eligible Counterparty, SIB will, in the course of effecting a transaction for you, take sufficient measures to provide Best Execution as defined in MiFID II. In order to comply with the principle of acting in the best interest of the Client, within the order execution framework, SIB may decide to transmit orders received from the Client to a third party for execution, instead of executing them directly. In conformity with the applicable rules of conduct, SIB has established an Order Execution Policy or best execution policy, which is available on the SIB website and specifies the appropriate mechanisms and procedures to provide the best result for Professional Clients, based on different elements such as price, costs, speed, etc. Primary market transactions of issues which are sold only through private placements to Eligible Counterparties or those sold through public placements (after filing of a prospectus with the CNMV) fall outside the scope of the Order Execution Policy. The Client is hereby informed that SIB will publish on its website, on an annual basis and for each type of financial instrument, the five main client order execution venues, in terms of trading volume, at which client orders were executed during the previous year. SIB will identify the relevant execution venues for different categories of securities, so that it will transmit orders for execution to those specific venues. When evaluating the execution venues, SIB will generally consider whether there is significant sufficient liquidity and whether the executed transactions are cleared and settled through recognised central counterparties or through highly creditworthy clearing and settlement systems, and will review venue execution quality each year. Additionally, on a yearly basis, for each class of financial instrument for which orders must be transmitted to a third party for execution, SIB will publish the five main investment firms to which it transmitted client orders for execution in the preceding year. The Client acknowledges that the information provided to him/her is sufficient to form an adequate opinion of the Execution Policy adopted by SIB and, in particular, the Client is aware that said Policy takes into account the categorisation of the Client in accordance with its classification, the characteristics of the Client's orders, those of the financial instrument to which the order refers and those of the firms to which orders are directed for execution. Where orders are transmitted to third parties for execution, the SIB Policy is based, among other things, on selecting firms that have previously adopted order execution policies in

3 accordance with the regulations that are applicable at any given moment and on considering the category of financial instrument to which the Client order refers. SIB may select a single firm to which it may give or transmit orders for execution, provided that such firm has adopted adequate measures to ensure that SIB is acting in the Client's best interests. By accepting this document, the Client expressly consents to that General Order Execution Policy. Regarding specific instructions from clients In the event that the Client gives SIB specific instructions outside the Order Execution Policy, this may make it impossible to achieve the best possible execution by precluding the mechanisms and measures envisaged therein. In such a case, SIB will execute the order following the Client's specific instruction, and the best execution requirements in connection with that order, or at least in regard to the aspects of it to which the instruction refers, will be deemed to be fulfilled. The following will be classified as specific instructions of the Client: - Express indication by the Client of the venue where the order is to be executed. - Express indication by the Client of the order currency, in the event of financial instruments that are quoted in several currencies. - Certain types of stop-loss orders, which are executed on the basis of specific prices. In all the cases referred to above, the measures and mechanisms established in the Order Execution Policy will not apply to the extent that they clash with the specific instructions. SIB informs the Client that it reserves the right to reject orders to which specific instructions are attached. Regarding client orders Client orders must be clear and precise in both their scope and meaning so that SIB is in a position to know exactly what is being ordered. SIB will execute, or arrange for the execution of, the purchase, subscription, sale or redemption orders with respect to the financial instruments, in accordance with the instructions given by the Client in conformity with the SIB forms, and in strict compliance with the SIB Code of Conduct in the Securities Markets and the Order Execution Policy, without this entailing the obligation to obtain the best outcome for each and every one of the Client's orders, or that best execution consists always of obtaining the best price, given that other factors may take pre-eminence in certain transactions. SIB will fulfil the orders, executing them or providing the necessary means to refer them to the firm entrusted with executing them, as quickly as possible. Orders to be executed through a regulated market, a multilateral trading facility (MTF) or an organised trading system (OTS), or other types of execution venues provided for in the law, will comply with the rules and regulations of the venue where they are executed. SIB reserves the right to: i. Refuse to sell securities on behalf of the Client if they are not deposited in the portfolio of financial instruments or in the securities account opened by the Client before executing such a sale. ii. Execute or not execute orders that do not comply with the requirements established by SIB, that have not been signed in writing or by means of an electronic signature, or that have not been presented by the avenues that SIB has available at any given time, until such time as SIB receives confirmation from the Client that fulfils such conditions. iii. Re-purchase, at the Client's expense, securities on which the Client has given a sell order but which, at the time of delivery, suffer from a defect in form or are inadmissible to the clearing and settlement system in which the order must be executed in accordance with its own regulations, or which the Client has not delivered to SIB in sufficient time for delivery to the buyer. iv. To execute margin trades, or not, at its discretion. v. SIB declines any liability in the event that an order can not be executed for reasons attributable to the Client or third parties. When executing, or transmitting for execution, orders from the Client and/or for the Client's account, SIB may buy or sell securities from or to: i. Any entity controlled directly or indirectly by Banco Santander or Santander Group. ii. Any portfolio of securities held by any Client of Banco Santander ("Bank") or an entity belonging to the Santander Group. By accepting this document, the Client expressly consents to such transactions. In executing Client orders or providing any investment service or ancillary service, SIB may also use the intermediation of entities controlled directly or indirectly by the Bank or belonging to the Santander Group,

4 when it deems it appropriate. In that event, such firms will be entitled to be compensated separately for their services. With respect to certain financial instruments that the Client intends to subscribe for under these General Terms of Business, SIB informs the Client that its order may be executed outside a regulated market or a multilateral trading facility, especially because of the characteristics of the financial instrument in question and of the firms that perform, for that type of instrument, functions similar to those of the aforementioned execution venues. In such cases, the Client hereby gives prior express consent generally for all transactions carried out under this document or under such Specific Contracts as may be entered into between the SIB and the Client. In the event that it proves impossible to properly broker or execute the Client's orders due to legal restrictions, judicial attachment, acts of God, force majeure or any other cause outside SIB's control, the Client will not be entitled to demand a refund from SIB or any other entity in the Santander Group. The costs incurred by SIB with correspondents, brokers, clearing and settlement systems and other entities whose participation is required in order to fulfil the Client's orders or instructions or transactions with financial instruments that SIB must perform will be charged to the Client. SIB accepts no liability for any impairment, loss or damage that may be incurred in relation to the traded securities or financial instruments and/or their returns as a result of bankruptcy, insolvency proceedings or defective performance by third-party issuers or any entities related to an issuance. Except as expressly provided in writing, SIB accepts no liability for the recovery of the principal invested or the future returns of the securities or financial instruments arranged by the Client. Past returns shown in the commercial documentation or the pre-contractual information for an investment do not guarantee or determine future returns. The provisions of the preceding paragraphs will also be applicable to the financial instruments indicated in the following clauses, without prejudice to the exceptions that may apply by virtue of the specific regime applicable to each financial instrument in question. 6. Fees and expenses 6.1 SIB will charge fees and other expenses calculated on such basis as may have been agreed between SIB and you or, in default of any such agreement, on the basis that SIB considers reasonable within the limits approved beforehand and notified to the regulator, together with any applicable value added tax ( VAT ). SIB may charge for negotiating an extension of the settlement period, and the amount of any such charge will be notified to the Client. 6.2 Any expenses payable to SIB or one or more of the companies in its Group (or agents used by SIB) plus any applicable VAT (or overseas equivalent) must be paid by you as stated in the relevant contract or advice note and may be set off by SIB against any payment due to you from SIB. 6.3 You agree that SIB may share dealing charges with one or more companies in its Group or with other third parties, or receive remuneration from any of them in respect of transactions carried out on your behalf. In addition, you agree that if SIB deals on your behalf, it may do so with or through its affiliated companies on their normal terms on an arm's-length basis and such affiliated companies may retain any resulting fees or profits. 6.4 If you default on any amount when it falls due, SIB may charge you interest at a rate equal to the prevailing effective cost of funds to SIB at any given time in the relevant currency as notified by SIB to you in writing. 6.5 You will be liable for the payment of any tax and any brokerage fees, transfer fees, registration fees, stamp duty and all other liabilities, charges, costs and expenses payable or incurred by SIB in connection with its services to you. 7. Incentives. Incentives are the fees, commissions and profits that SIB contributes or receives from third parties related to the provision to its clients of investment services in connection with financial instruments. Any incentives paid or received do not prevent SIB from pursuing its clients' best interests. Where SIB receives incentives, it will apply the mechanisms and measures that are established so that the services and products offered to the clients are suitable and adequate, in accordance with current regulations. Information on current cases giving rise to incentives is available to clients on the SIB website. In addition, depending on the type of service or financial product contracted, SIB informs its clients about the possible existence of an incentive related to these products or services.

5 8. Conflicts of interest 8.1 SIB is part of the Santander group of companies, which is involved in, inter alia, investment banking (including corporate finance and capital markets activities), securities issuing, distributing, trading and research, custodial and trustee services and investment management. On its website, SIB has a Global Policy on Conflicts of Interest and specific procedures that enable it to identify, register and proactively manage potential conflicts of interest and, where they cannot be avoided, to inform clients of potential conflict situations that may be detrimental to them. 8.2 We will take all reasonable steps to identify any conflicts of interest which may arise between SIB and any of our clients, or between two or more of our clients. In doing so, we will take into account the risk of material damage to a client, and the nature, scale, and complexity of the business and products concerned. We will maintain and operate organisational and administrative arrangements for the purpose of preventing conflicts of interest from having a detrimental effect on the interests of our clients. Where we consider that our internal arrangements are not sufficient to ensure that the risk of impairment to client interests will be prevented, we will disclose the nature and source of the conflict to the relevant client(s) before carrying out business on their behalf. 8.3 SIB maintains arrangements that restrict access by its employees to information relating to areas of its own business (and that of Santander's affiliated companies), and the affairs of clients with which they are not directly concerned. 8.4 For the purposes of these Terms, an affiliated company or affiliate is any company that is a member of the Santander group of companies. 9. Limitation of Liability 9.1 Neither SIB nor any affiliate of Santander Group, nor any of SIB's or Santander Group companies' respective directors, employees or agents will be liable for any loss suffered by you unless such loss is caused by negligence, wilful misconduct or fraud by the party sought to be made liable. 9.2 SIB will be under no liability for any loss or expense that you may incur by reason of any reasonable delay or change in market conditions before or during the time that our service is provided to you. Nor will SIB be liable for any special or consequential loss you may suffer. 10. Indemnity 10.1 You hereby agree to indemnify SIB and its directors, officers, employees and agents on demand, and hold SIB and its directors, officers, employees and agents fully and effectively harmless (whether before or after termination of your commercial relationship with SIB) from and against any and all acts, proceedings, claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses and disbursements of any kind or nature whatsoever (including reasonable attorneys' fees) which may be imposed on, incurred by or assessed against SIB or its directors, officers, employees or agents as a result of SIB acting under these Terms, including (without limitation) SIB entering into a transaction with or for you, or acting upon instructions received from you, in respect of which you or any other client or bank do not make good and timely delivery or payment, save in the event of wilful misconduct. References herein to SIB are deemed to refer to SIB's affiliated companies and any director or employee of SIB or an affiliated company The provisions of this Clause 10 will survive the termination of these Terms or any agreement you have with SIB for any reason. 11. Power to sell or close out 11.1 At any time after the termination of SIB's arrangements with you in accordance with Clause 17 below or after SIB has determined that you have not performed or that you are unlikely to perform any of your obligations to SIB ( Event of default ), SIB may, without reference to you: treat any or all outstanding transactions as having been immediately cancelled and terminated; and/or

6 exercise the power to sell investments held by SIB or SIB's nominee companies or another custodian to the order of SIB; and/or close out, replace or reverse any such transaction, enter into any other transaction or take, or refrain from taking, such other action at such time or times and in such manner as SIB at its absolute discretion considers necessary or appropriate to hedge, reduce or eliminate SIB's loss or liability under or in respect of any transaction, position or commitment undertaken for you; and/or if any outstanding transactions are non-cash settled transactions, determine the market value of those transactions as SIB in its absolute discretion sees fit and attribute to those transactions a cash settlement amount to be due and payable; and/or take any other steps (whether or not similar to the above) that SIB considers to be necessary to meet any obligations which you must comply with under these Terms or otherwise to protect SIB's position Any cost of (or losses incurred in) fulfilling the provisions of sub-clauses through or in effecting any related transactions will be for your account The provisions in this Clause 11 are without prejudice to the provisions of Clause 12 and, for the avoidance of doubt, apply notwithstanding the provisions of Clause The provisions of this Clause 11 will survive the termination of these Terms or any agreement you have with SIB for any reason. 12. Set off and lien 12.1 SIB will be entitled at any time to retain, make deductions from or set off amounts or credit balances which SIB owes to you (for example, in payment for any investments bought by SIB from you or sold by SIB on your behalf) either directly or through a custodian and on any account, in order to meet any liabilities which you may have incurred to SIB or any affiliated company or SIB may have incurred on your behalf under these Terms (including the indemnity in clause 10 and any liabilities or costs incurred when exercising rights under clauses 11 or 16 below. References in this Clause 12 to SIB are deemed to refer also to SIB's affiliated companies For the avoidance of doubt, the provisions of clause 12.1 will apply to the proceeds of any sale or closing of a position, or any other sum arising under clause If SIB has reason to believe that you may be unable or unwilling duly to perform any outstanding obligation under these Terms and notifies you accordingly in writing, or you become or are declared bankrupt or insolvent or (in the case of a company or partnership or other unincorporated entity) you go into administration or liquidation or become insolvent or wind yourself up or resolve to do so, or a petition for a bankruptcy, administration or winding-up order is issued in relation to you (or an analogous event occurs under the law of any jurisdiction), all of your obligations hereunder will be automatically accelerated so as to require payment, delivery or other performance by you hereunder at the time that you receive such notice or such event occurs Any of your investments, securities or other property held by SIB or any affiliated company of SIB will be subject to a general lien in SIB's favour in respect of any outstanding amounts due and payable from you to SIB. In addition, SIB will have the right at any time without notice to combine and/or consolidate all or any of your accounts or the accounts of any affiliated company you maintain with SIB or any affiliated company of SIB in such manner as SIB considers necessary. 13. Research 13.1 All advice and research provided to you by SIB (in any form including via the internet or world wide web) are prepared from and based upon sources that SIB believes to be reliable but the accuracy of which cannot be guaranteed. Any opinions given by SIB reflect SIB's judgement at the date given. SIB will exercise due skill, care and diligence when preparing its advice, recommendations and research; however, SIB accepts no liability whatsoever for any recommendation or research provided to you whether under these Terms or otherwise, whether through negligence or otherwise, and you should conduct your own investigation and analysis of any such information.

7 13.2 Research publications are issued by SIB for private circulation to Eligible Counterparties and Professional Clients and may not be reproduced, distributed or published by you for any purpose, except with SIB's prior written permission. 14. Information on financial instruments In the event that you request investment services and/or products, SIB will receive, execute or transmit for execution to other entities authorised for this purpose, at your own risk, the orders that you give it or the operations that SIB decides, under your authorisation, with respect to the investments or divestments that you wish to carry out in transferable securities and other financial instruments 15. Confidentiality 15.1 You undertake to keep all information that you receive in connection with these Terms confidential, and not to disclose any such information to any third party except as permitted under these Terms or as required or permitted by the applicable law or regulations SIB undertakes to keep all information it receives in connection with business transacted pursuant to these Terms confidential and not to disclose any such information to any third party except as permitted under these Terms or as required by law, applicable regulations or market rules. Notwithstanding any other provision to the contrary in this Clause 15, you agree that SIB may disclose to any other governmental body or regulatory authority to which SIB or any affiliated company is subject and to any Exchange on which SIB trades, to the clearing house of any such market or exchange (or to investigators, inspectors or agents appointed by them) ( market authorities ) or to any person empowered to demand such information by or under any legal provision, any information they may request or demand relating to you or, if relevant, to any of your or SIB's arrangements with any client or market counterparty The obligations set out in this Clause 15 will not apply to any information which (i) is in the public domain at the time of disclosure, (ii) comes into the public domain after disclosure for any reason other than through breach of the undertakings in this Clause 16, (iii) was lawfully in the receiving party s possession prior to disclosure, or (iv) is subsequently received from a third party that is not bound by obligations of confidentiality Where SIB deems it necessary, having regard to the nature of the business transacted on your behalf, you agree that SIB may share, with any of its affiliated companies, any information received from you in connection with services performed in accordance with these Terms. 16. Force Majeure 16.1 SIB will not be in breach of its obligations under these Terms for any delay or failure to perform any obligation hereunder (except a failure to pay) if the same is wholly or partly the direct result of circumstances beyond SIB s reasonable control. 17. Termination 17.1 These terms and conditions are arranged for an indefinite period. SIB is entitled to terminate these Terms by giving you written notice at any time and termination will be effective either immediately on actual or deemed receipt of such notice or at such later time as may be specified in the notice, for the following reasons: you fail to pay any amount due and owing or fail to deliver any asset on demand by SIB; default in the performance of your obligations hereunder; you are unable to pay your debts or enter into compulsory or voluntary liquidation other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation, if a different legal entity, will agree to be bound by and assume the obligations of the relevant party, or you reach a compact with your creditors or have a receiver or administrator appointed or cease for any reason to carry on business or take or suffer any similar action which, in SIB s opinion, reasonably means that you may be unable to pay your debts.

8 17.2 Any authority given to SIB to operate with or for you will be irrevocable until these Terms are terminated pursuant to this Clause and will remain in force notwithstanding any event which might otherwise terminate it (whether or not referred to in this Clause) until SIB has certifiable notice of such event Termination will not affect any outstanding transaction or order or any legal rights or obligations which may already have arisen or may arise from the settlement or fulfilment of any outstanding transaction or order (including any obligation to reimburse or indemnify SIB or to pay for any investments acquired by SIB on your behalf or sold by SIB or any affiliated company to you). You must settle outstanding transactions by delivery and/or payment and pay any fees or commissions accruing to SIB immediately on termination, failing which SIB may exercise its rights and remedies. 18. Telephone recording 18.1 SIB will make and keep a recording of telephone conversations. These recordings will be the sole property of SIB and will be accepted by you as conclusive evidence of the orders, instructions or conversations so recorded. You agree that SIB may deliver copies or transcripts of such recordings to any court, regulator or market authority. The recordings will be stored on a medium that allows them to be easily accessible and will be available upon request to clients for a period of five years. 19. Use of the internet 19.1 By signing this document, the Client expressly consents to SIB providing information, including information on costs and expenses, recommendations and analysis through the internet, in particular through the following web link: ( Inversores/Informes-de-filiales.html.) 19.2 You acknowledge that the internet is not a secure medium for communication of sensitive information. Also, SIB will not be liable for any delay in receipt by you of any information on the SIB internet sites and any use of the SIB internet sites by you will be at your risk For some SIB internet sites, you and your employees or agents are only permitted access to those sites if you or members of your staff have been issued with a password. You must keep any password issued to you by SIB secure, and procure that your employees and agents do likewise with passwords issued to them. You must not disclose the password to any third party or any person in your organisation, or store the password anywhere on a computer in plain text, and you must ensure that your employees and agents do likewise. As soon as you are aware or have been told that an unauthorised user has or knows the password, you must inform SIB immediately and act according to SIB s instructions You will, when accessing the SIB internet sites, comply with any laws or regulations relating to the internet or the world wide web which are or may in the future be issued by any applicable governmental or regulatory authority. 20. Amendment 20.1 SIB may amend these Terms and any supplementary agreements made hereunder by sending you a written notice describing the relevant changes. We will give you at least 10 business days' notice of any change before conducting regulated activities with or for you on the amended Terms unless it is impracticable in the circumstances to do so. 21. Judgement currency 21.1 If, under any applicable law and/or pursuant to a judgement or to your insolvency, liquidation, bankruptcy or otherwise, any payment obligation owing by you under these Terms falls to be satisfied in a currency ( other currency ) other than the currency in which such payment obligation is due ( original currency ), then, to the extent that any amount in the other currency actually received by SIB (when converted into the original currency at the relevant rate of exchange on the relevant date) falls short of the amount due under these Terms, you will, as a separate and independent obligation, indemnify SIB and hold SIB harmless against the amount of such shortfall. For the purposes of this Clause 21, the relevant rate of exchange is the rate at which SIB is able, on the relevant date, to purchase the original currency in Madrid with the other currency, and the relevant date is the date of payment or, in the event that insolvency, liquidation or bankruptcy or any other reason means that conversion on the date of payment is not permitted by applicable law, the nearest date on which payment is permitted.

9 22. Santander affiliated companies 22.1 The Santander Group includes companies which are engaged in investment business outside Spain. Unless you notify SIB to the contrary, it will be assumed that you authorise SIB to introduce these affiliated companies to you to provide you with research and trading services in connection with investments. Unless you have received separate terms from these affiliated companies, then these Terms will also apply to the services provided by the affiliated companies and any reference to SIB in these Terms will be construed as referring also to such affiliated companies SIB sends you these Terms on behalf of each of these affiliated companies (as well as on its own behalf) and is authorised to act on their behalf for all purposes relating to these Terms SIB may arrange for any transaction in investments for which an instruction is received from you or which it is carrying out on your behalf hereunder to be effected with or through the agency of SIB or any affiliated company, as SIB will decide at its absolute discretion and without prior notice to you. Where any transactions are effected with or through the agency of any affiliated company, contract or advice notes in respect of such transactions may be issued to you by the affiliated company and settlement of such transactions may, at SIB's absolute discretion, be effected directly between you and the affiliated company If SIB does arrange for any such transaction to be effected with or through the agency of SIB or any affiliated company, neither SIB nor the affiliated company will be liable to account to you for, or to disclose to you, any profit or charges or the remuneration made or received by SIB or any affiliated company from or by reason of the transaction or any connected transaction unless you request details of the amount of such remuneration received by SIB or the affiliated company, in which case SIB will provide such information. SIB will also inform the affiliated company of any charges which are payable to it by you. 23. Transaction reporting 23.1 SIB makes transaction reports in accordance with local requirements. In respect of the financial instruments referred to in MiFID II, SIB will report details of any transactions effected on behalf of a Client, Professional Client or Eligible Counterparty, on an EU Regulated Market, as defined in Title IV of MiFIR, to the relevant competent authority. 24. Representations, Warranties and Undertakings You represent, warrant and undertake for the term of this agreement that: 24.1 you have, and will in the future maintain and renew, all consents and approvals required from third parties in order for you to carry on investment business; 24.2 where you are a trust, public body or corporate entity, you have all necessary powers and other authority to agree to be bound by these terms; and 24.3 where dealings on securities markets are required to be on a principal-to-principal basis, you will only act as a principal and not for the account of others. 25. Notices 25.1 SIB may rely on any instructions, notices or requests from any person who is, or whom SIB believes in good faith to be, a person designated or authorised by you to give such instructions, notices or requests. Any instructions, notices or requests to be given by you or SIB will, subject to any express provision of these Terms, be given or notified in writing and will be served by hand or by post or to the address set out below in the case of SIB and to your designated address, or to such addresses as the parties may notify to each other in writing from time to time. Any such communication will be deemed to have been received, if sent by post, on the fifth day after the date of posting (not including Sundays or public holidays). In the case of a communication given by or other electronic means, the communication will deemed to be received at the time when the recipient s or other electronic means acknowledges receipt. If a communication given by requires SIB to take action of any nature, SIB will be entitled to a reasonable time in which to take such action.

10 SIB's details for the service of notice are as shown below. Any changes of such details will be notified to you in writing. SANTANDER INVESTMENT BOLSA, SOCIEDAD DE VALORES, S.A.U. SBGM - Client Service Edificio Montepríncipe, 2ª Planta Calle Patones, Alcorcón (Madrid)-España 26. Governing Law and Jurisdiction 26.1 These Terms are governed by and will be construed in accordance with Spanish law. You irrevocably and unconditionally submit to the exclusive jurisdiction of the Spanish courts for resolving any dispute which may arise out of or in connection with these Terms. Agreed.. Authorised signatory(ies) Date.. Please complete and return to: SANTANDER INVESTMENT BOLSA, SOCIEDAD DE VALORES, S.A.U. ClientService@gruposantander.com SBGM_Compliance@gruposantander.com SBGM - Client Service Edificio Montepríncipe, 2ª Planta Calle Patones, Alcorcón (Madrid)-España