REGULATIONS. on Foreign Currency Forward Transactions (Forward Rules)

Transcription

1 REGULATIONS on Foreign Currency Forward Transactions (Forward Rules)

2 General Provisions 1 These Rules on Foreign Currency Forward Transactions hereinafter referred to as the Forward Rules present the detailed description and specify the terms of Forward Transactions entered into between the Bank and the Client under the Master Agreement Entering into Forward Transactions shall be governed by the provisions of these Rules and of the Master Agreement and the Terms of Cooperation, if such Terms of Cooperation have been delivered to the Client and if they are binding in the relationships with the Client on the basis of the Master Agreement. In the event of discrepancy between the provisions of the Forward Rules and the Terms of Cooperation applicable to Forward Transactions, the provisions of the Forward Rules shall prevail. 2. In the event of discrepancies between the provisions of the Forward Rules and a Confirmation, the provisions of the Confirmation shall prevail. Definitions and Interpretation 3 1. The capitalised expressions which have not been otherwise defined in the Forward Rules shall have the meaning attributed to them in the Terms of Cooperation provided that such Terms of Cooperation have been delivered to the Client and if they are binding in the relationships with the Client on the basis of the Master Agreement. 2. The expressions used in these Forward Rules shall be understood in the following way: 1) Additional Terms of Forward Transaction Terms of Transaction indicated in 4 section 2 point 2 hereof; 2) Fixing Day day of determining the value of the Fixing falling two Business Days before the Settlement Day; 3) Forward Transaction / Forward Transactions Basket Settlement Day (Settlement Day) day when the settlement of liabilities and receivables of the Parties arising from the concluded Forward Transaction / Forward Transactions Basket takes place; 4) Day of Agreement of Forward Terms a day on which at least all the Material Terms of Forward Transaction necessary for concluding the Forward Transaction by the Parties were agreed; 5) Forward Transaction Early Net Closing Day a day on which the Parties have agreed on all the terms necessary for performing the Forward Transaction Early Net Closing, which may fall not later than until 10:30 a.m. on the Fixing Day; 6) Fixing unless the Parties have agreed otherwise, the level of the average currency exchange rate determined by the National Bank of Poland published on the relevant Reuters page on the Fixing Day; in the event when PLN is neither a Base Currency nor Non-Base Currency a combination of the two relevant average exchange rates shall apply; 7) Material Terms of the Forward Transaction Terms of Transaction indicated in 4 section 2 point 1 hereof; 8) Following Day Convention the method of adjusting the relevant date in the event when it is supposed to fall on a day which is not a Business Day, in order for the date to fall on the first successive day which is a Business Day; 9) Forward Transactions Basket a set of at least two Forward Transactions indicated by the Client and having the same Settlement Day, Base Currency and Non-Base Currency; 10) Reference Exchange Rate unless the Parties have agreed otherwise, the currency exchange rate constituting a product of the Fixing determined on the Fixing Day and the relevant multiplier determined according to the following procedure: a) If the Client buys Base Currency in the Forward Transaction the multiplier is equal to , b) If the Client sells Base Currency in the Forward Transaction the multiplier is equal to , 11) Forward Rate exchange rate of the Base Currency to the Non-Base Currency as at the specific Settlement Day, agreed on the Day of Agreement of Forward Terms; 12) Forward Transactions Basket Amount the amount calculated according to the provisions of 11 hereof; 13) Forward Transaction Early Net Closing Amount amount debited from or credited to the Settlement Account in the event of performing a Forward Transaction Early Net Closing; 14) Forward Transaction Amount nominal amount expressed in the Base Currency agreed on by the Parties upon entering into the Forward Transaction; 15) Confirmation of the Forward Transaction document constituting evidence of agreeing on the Terms of the Forward Transaction prepared by the Bank in accordance with the specimen constituting Appendix 1 hereto; 16) Confirmation of Forward Transaction Early Net Closing document constituting evidence of concluding Forward Transaction Early Net Closing prepared by the Bank in accordance with the specimen constituting Appendix 2 hereto; 17) Confirmation of Modification of the Settlement Day document constituting evidence of performing the Modification of the Forward Transaction Settlement Day prepared by the Bank in accordance with the specimen constituting Appendix 3 hereto; 18) Settlement Account Client s cash account maintained with the Bank, used as a clearing acco unt for Transactions; 19) Forward Transaction Settlement / Forward Transactions Basket Settlement settlement of liabilities and receivables of the Parties arising under the concluded Forward Transaction/ Forward Transactions Basket; 20) Forward Transaction each of the Transactions concluded between the Bank and the Client under the Master Agreement, the description and key terms of which have been specified in these Forward Rules and in the Confirmation of the Forward Transaction; 21) Closing Forward Transaction transaction concluded by the Parties in order to perform the Forward Transaction Early Net Closing or to perform net settlement of the Forward Transactions Basket for which the financial terms applicable to the Bank are the same as the terms of the Forward Transactions applicable to the Client and for which such a transaction is supposed to constitute a Closing Forward Transaction;

3 22) Base Currency currency whose price is expressed in units of the Non-Base Currency; the Parties to the Forward Transaction determine which of the currencies constituting the subject matter of the Forward Transaction shall be a Base Currency, guided by the practices established on the financial market; 23) Non-Base Currency currency whose units serve to express the unit price of the Base Currency; 24) Forward Transaction Early Net Closing method of closing a Forward Transaction described in 10 hereof; 25) Modification of the Forward Transaction Settlement Day a method of modifying the agreed Terms of Forward Transactions described in 9 hereof; 26) Modified Forward Transaction Settlement Day the Business Day agreed on by the Parties upon performing of the Modification of the Forward Transaction Settlement Day which falls prior or after the Forward Transaction Settlement Day; 27) Modified Forward Rate the Base Currency exchange rate to the Non-Base Currency agreed on by the Parties upon performing of the Modification of the Forward Transaction Settlement Day, as at the Modified Forward Transaction Settlement Day. Subject Matter and Concluding of Forward Transactions 4 1. The subject matter of a Forward Transaction consists in buying/selling the Forward Transaction Amount on the Forward Transaction Settlement Day at the Forward Rate. 2. With the proviso of section 6, when concluding a Forward Transaction the Parties shall agree on the following items: 1) as regards Material Terms of the Forward Transaction: a) Day of Agreement of the Forward Terms; b) Forward Transaction Type sale or purchase of the Base Currency; c) Forward Transaction Amount; d) Base Currency and Non-Base Currency; e) Settlement Day; f) Fixing Day; g) Forward Rate; 2) as regards Additional Terms of the Forward Transaction: a) Settlement Accounts. 3. The minimum Forward Transaction Amount is equal to PLN or an equivalent of this amount in EUR, USD, CHF and GBP. 4. Should the currency in which the settlement between the Parties is taking place according to the provisions of the Forward Rules be different than PLN the Client shall be entitled to convert this currency into PLN or another currency at the currency exchange rate determined by the Bank. Such a conversion may be carried out by concluding a separate foreign currency exchange transaction by the Parties. 5. The period between the Day of Agreement of Forward Terms and the Forward Transaction Settlement Day shall be equal to at least three Business Days. 6. When making arrangements relative to the terms of Forward Transactions the Parties may agree on other terms, the scope of which may go beyond the provisions of these Rules, with the objective of entering into Forward Transactions on individual terms. In particular, if it is necessary for the purpose of entering into a Forward Transaction, the Parties shall be entitled to agree on other Terms of Transactions than specified in section 2 or to renounce from making arrangements relative to the Terms of Transactions within the scope specified in section 2. Forward Transactions Settlement 5 The Client shall be entitled to choose the method of Forwards Transactions Settlement a net or gross. The Client shall advise the Bank about decision on method of Forward Transaction Settlement by 10:30 a.m. on the Fixing Day. Should the Client fail to make a decision the settlement shall be performed in the gross mode In order to perform a net settlement the net settlement amount shall be calculated using the following formula: Kn = F K N where: Kn net settlement amount; F Reference Rate; K Forward Rate; N Forward Transaction Amount; absolute value of the difference. 2. The net settlement consists in comparing the Reference Rate to the Forward Rate according to the following procedure: 1) Should the Client buy the Forward Transaction Amount and should the Reference Rate be lower than the Forward Rate, the relevant Settlement Account will be debited with the net settlement amount on the Settlement Day;

4 2) Should the Client buy the Forward Transaction Amount and should the Reference Rate be higher than the Forward Rate, the relevant Settlement Account will be credited with the net settlement amount on the Settlement Day; 3) Should the Client sell the Forward Transaction Amount and should the Reference Rate be lower than the Forward Rate, the relevant Settlement Account will be credited with the net settlement amount on the Settlement Day; 4) Should the Client sell the Forward Transaction Amount and should the Reference Rate be higher than the Forward Rate, the relevant Settlement Account will be debited with the net settlement amount on the Settlement Day; 7 1. The gross settlement consists in exchanging between the Parties the Forward Transaction Amount and its equivalent in the Non-Base Currency converted using the Forward Rate. 2. The Client shall secure the relevant amount of the sold currency on the Settlement Account at the latest until 4:00 p.m. on the Settlement Day. 3. The Settlement Account corresponding to the currency sold by the Client shall be debited with the amount of the sold currency and then the Settlement Account corresponding to the currency bought by the Client shall be credited with the amount of the purchased currency. 4. Should the funds available on the Settlement Account corresponding to the sold currency be insufficient to perform the gross settlement, the net settlement will be performed, and in order to determine the amount of the net settlement it will be necessary to use the relevant exchange rate published in the Table of Currency Exchange Rates of Bank Pekao S.A. or an exchange rate determined independently by the Bank. 8 The Client shall be entitled to use the currency purchased within the framework of a Forward Transaction to perform a remittance or another bank operation. Such operations shall be carried out by the competent Bank units pursuant to the principles specified in the relevant regulations binding within the Bank and referring to operations of this type. Modification of the Forward Transaction Settlement Day 9 1. The Client shall be entitled to Modify the Forward Transaction Settlement Day not later than three Business Days prior to the Settlement Day. 2. The Modified Forward Transaction Settlement Day may fall prior or, upon the Bank s consent, after the Forward Transaction Settlement Day. 3. The Modification of the Forward Settlement Day may take place only once. 4. In order to perform a Modification of the Forward Transaction Settlement Day the Parties shall agree on the Modified Forward Rate, Modified Forward Transaction Settlement Day and the Forward Transaction Amount covered with the Modification of the Forward Transaction Settlement Day. 5. In the event of performing a Modification of the Forward Transaction Settlement Day the Settlement Day and the Forward Rate shall be replaced accordingly with the Modified Settlement Day and the Modified Forward Rate. 6. After the Modification of the Forward Transaction Settlement Day the Bank shall draft and deliver to the Client a Confirmation of Modification of the Forward Transaction Settlement Day. Forward Transaction Early Net Closing The Client shall be entitled to perform a Forward Transaction Early Net Closing. 2. In order to perform a Forward Transaction Early Net Closing the Parties shall conclude a Closing Forward Transaction on the Forward Transaction Early Net Closing Day with the settlement day falling on the Forward Transaction Settlement Day. 3. By concluding a Closing Forward Transaction the Parties undertake to agree on the Terms of the Transaction specified in 4 section 2 of these Rules with respect to the Closing Forward Transaction. 4. Forward Transaction Early Net Closing shall take place by means of crediting or debiting the Settlement Account on the Forward Transaction Settlement Day with the Forward Transaction Early Net Closing Amount calculated according to the formula indicated in 6 section 1, with the following reservations: 1) the Reference Rate shall be replaced with the Forward Rate of the Closing Forward Transaction; 2) the Forward Transaction Amount shall be replaced with the Forward Transaction Amount covered with the Forward Transaction Early Net Closing. 5. The Forward Transaction Early Net Closing settlement consists in comparing the Forward Rate of the Closing Forward Transaction to the Forward Rate according to the following procedure: 1) Should the Client buy the Forward Transaction Amount and should the Forward Rate of the Closing Forward Transaction be lower than the Forward Rate, the relevant Settlement Account will be debited with the Forward Transaction Early Net Closing Amount on the Settlement Day; 2) Should the Client buy the Forward Transaction Amount and should the Forward Rate of the Closing Forward Transaction be higher than the Forward Rate, the relevant Settlement Account will be credited with the Forward Transaction Early Net Closing Amount on the Settlement Day; 3) Should the Client sell the Forward Transaction Amount and should the Forward Rate of the Closing Forward Transaction be lower than the Forward Rate, the relevant Settlement Account will be credited with the Forward Transaction Early Net Closing Amount on the Settlement Day; 4) Should the Client sell the Forward Transaction Amount and should the Forward Rate of the Closing Forward Transaction be higher than the Forward Rate, the relevant Settlement Account will be debited with the Forward Transaction Early Net Closing Amount on the Settlement Day;

5 6. In the event of performing a Forward Transaction Early Net Closing the obligations of the Parties resulting from such a Transaction shall expire on the Forward Transaction Early Net Closing Day, with the exception of the obligations in relation to the payment of the Forward Transaction Early Net Closing Amount. 7. Upon Forward Transaction Early Net Closing the Bank shall issue and deliver to the Client a Confirmation of the Forward Transaction Early Net Closing containing the terms of the Closing Forward Transaction. Forward Transactions Basket Settlement The Forward Transactions Basket may be settled either in the net or gross mode. 2. The Forward Transactions Basket Amount in the Base Currency shall be equal to the difference of: 1) the sum of the amounts of the Base Currency purchased by the Client in all the Forward Transactions and 2) the sum of the amounts of the Base Currency sold by the Client in all the Forward Transactions. 3. The Forward Transactions Basket Amount in the Base Currency is positive if the sum of the amounts in the Base Currency bought by the Client in all the Forward Transaction is greater than the sum of the amounts in the Base Currency sold by the Client in all the Forward Transactions. 4. The Forward Transactions Basket Amount in the Non-Base Currency shall be equal to the difference of: 1) the sum of the amounts of the Non-Base Currency purchased by the Client in all the Forward Transactions and 2) the sum of the amounts of the Non-Base Currency sold by the Client in all the Forward Transactions. 5. The Forward Transactions Basket Amount in the Non-Base Currency is positive if the sum of the amounts in the Base Currency purchased by the Client in all the Forward Transactions is greater than the sum of the amounts in the Non-Base Currency sold by the Client in all the Forward Transactions The net settlement of the Forward Transactions Basket shall be performed in the following mode: 1) the Bank concludes with the Client a Closing Forward Transaction consisting in the repurchase/resale of the Forward Transactions Basket Amount in the Base Currency at the Forward Rate of the Closing Forward Transaction agreed on by the Parties. The Closing Forward Transaction shall become a part of the Forward Transactions Basket Amount and shall be settled in the net settlement mode. 2) The net settlement amount shall be equal to the Forward Transactions Basket Amount in the Non-Base Currency, taking into account the Closing Forward Transaction. 3) Reaching an agreement as to the amount of the net settlement of the Forward Transactions Basket results in the expiry of the obligations of the Parties arising from the concluded Forward Transactions and the Closing Forward Transaction in the Base Currency with the proviso that the obligations in relation to the payment of the amount of net settlement shall not expire. 4) Should the amount of the net settlement of the Forward Transactions Basket be a negative value it will be due to the Bank and on the Settlement Day the Bank shall debit the net settlement amount from the Settlement Account corresponding to the Non-Base Currency. 5) Should the amount of the net settlement be a positive value it will be due to the Client and on the Settlement Day the Bank shall credit the net settlement amount to the Settlement Account corresponding to the Non-Base Currency The gross settlement of the Forward Transactions Basket shall be performed according to the following mode: 1) not later than until 4 p.m. on the Settlement Day the Client shall make the Forward Transactions Basket Amount available on the Settlement Account in the currency in which the Forward Transactions Basket Amount is negative. 2) on the Settlement Day the Bank shall debit the Settlement Account with the amount referred to in point 1 and then credit the Settlement Account with the currency in which the Forward Transactions Basket Amount is positive. 2. In the event of the lack of funds for performing the gross settlement, a net settlement shall take place according to the provisions of 12, with the Forward Rate of the Closing Transaction replaced with the relevant rate published in the currently binding Table of Currency Exchange Rates of the Bank or the exchange rate determined individually by the Bank. 14 The net or gross settlement of the Forward Transactions Basket shall be performed taking into consideration the provisions of the chapter Compensation of Due Liabilities of the Terms of Cooperation. Final Provisions The Bank reserves the right to make amendments to the Forward Rules which shall be notified to the Clients in a manner specified in the Master Agreement. The Client s failure to file written reservations within 14 days as of the receipt of the amendments hereto shall be deemed equivalent to expressing consent to the new wording of the Forward Rules. The Forward Transactions concluded within the period from the day of receiving amendments to the Forward Rules by the Client to ineffective expiry of the deadline referred to in the previous sentence shall be governed by the

6 provisions of the Forward Rules in their wording prior to introducing the changes by the Bank. Should the Client file reservations relative to the changes to the Forward Rules no new Forward Transactions will be concluded with the Client and the Forward Transactions already concluded shall be governed by the provisions of the Forward Rules in their wording prior to introducing the changes by the Bank. 2. The modified Forward Rules shall apply to the Forward Transactions entered into after the day on which they entered into force, with the subject to section 1. BANK POLSKA KASA OPIEKI S.A. Warsaw, 24 April, 2012

7 Appendix No 1 to the Forward Rules Warsaw, Confirmation of Forward Transaction No Concluded on by and between Bank Polska Kasa Opieki Spółka Akcyjna, hereinafter referred to as the Bank and hereinafter referred to as the Client, (name and given name / company name of the Client) Base Currency Buyer: Client / Bank* Base Currency Seller: Client / Bank* Base Currency / Non-Base Currency (currency pair) Forward Transaction Amount: Forward Transaction Amount in the Non-Base Currency: Settlement Day: Fixing Day: Forward Rate: Settlement Accounts: The Confirmation of a Forward Transaction incorporates the provisions of the Terms of Cooperation **, the Master Agreement and the Forward Rules. The capitalized expressions shall have the meaning attributed to them in the Terms of Cooperation or in the Forward Rules. In the event of adjusting dates the Following Day Convention shall apply. This Confirmation constitutes an original copy and does not require any signatures to be valid. * please specify the correct option ** refers to the Clients in relation to whom the provisions of the Terms of Cooperation are binding. Bank Pekao S.A. ul. Grzybowska 53/57, entered into the Register of Entrepreneurs maintained by the District Court for the Capital City of Warsaw, XII Commercial Division of the National Court Register under the KRS No , NIP , with the contributed share capital amounting to.. PLN.

8 Appendix 2 to the Forward Rules Warsaw,. Confirmation of Forward Transaction Early Net Closing No. We hereby confirm that on we have performed Forward Transaction Early Net Closing No: Terms of the Closing Forward Transaction: Base Currency Buyer: Client / Bank* Base Currency Seller: Client / Bank* Base / Non-Base Currency (currency pair): Forward Transaction Amount subject to Forward Transaction Early Net Closing: Forward Transaction Amount in the Non-Base Currency subject to Forward Transaction Early Net Closing: Settlement Day: Forward Rate of the Closing Forward Transaction: Comments: The confirmation of the Forward Transaction Early Net Closing incorporates the provisions of the Terms of Cooperation **, the Master Agreement and the Forward Rules. The capitalized expressions shall have the meaning attributed to them in the Terms of Cooperation or in the Forward Rules. In the event of adjusting dates the Following Day Convention shall apply. This Confirmation constitutes an original copy and does not require any signatures to be valid. * please specify the correct option. ** refers to the Clients in relation to whom the provisions of the Terms of Cooperation are binding. Bank Pekao S.A. ul. Grzybowska 53/57, entered into the Register of Entrepreneurs maintained by the District Court for the Capital City of Warsaw, XII Commercial Division of the National Court Register under the KRS No , NIP , with the contributed share capital amounting to.. PLN.

9 Appendix No 3 to the Forward Rules Warsaw, Confirmation of Modification of the Forward Transaction Settlement Day for Transaction No. We hereby confirm that on we have performed the Modification of the Forward Transaction Settlement Day on the following terms: Modified Forward Transaction Settlement Day: Modified Forward Rate: Forward Transaction Amount covered with the Modification of the Settlement Day: This Modification of the Forward Transaction Settlement Day refers to the Forward Transaction No.: The confirmation of the Modification of the Forward Transaction Settlement Day incorporates the provisions of the Terms of Cooperation*, the Master Agreement and the Forward Rules. The capitalized expressions shall have the meaning attributed to them in the Terms of Cooperation or in the Forward Rules. In the event of adjusting dates the Following Day Convention shall apply. This Confirmation constitutes an original copy and does not require any signatures to be valid. * refers to the Clients in relation to whom the provisions of the Terms of Cooperation are binding. Bank Pekao S.A. ul. Grzybowska 53/57, entered into the Register of Entrepreneurs maintained by the District Court for the Capital City of Warsaw, XII Commercial Division of the National Court Register under the KRS No , NIP , with the contributed share capital amounting to.. PLN.