4. Can you explain how my portfolio valuation (as shown on the Portfolio page) has been calculated?
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1 Frequently Asked Questions Vested Securities 1. What is a Share Plan Account? Share Plan Account means the account which is established for you to facilitate your participation in certain share plans. Securities (and temporary cash balances) are the only assets held on your behalf through the Share Plan Account. 2. Who is providing the Share Plan Account (SPA)? The Share Plan Account Service is administered on behalf of and under an arrangement with your employer or its parent company. If you are resident in the United States of America the SPA will be provided to you by Computershare Trust Company N.A. and if you are resident outside the United States of American the SPA will be provided to you by Computershare Investor Services PLC. The terms and conditions are available to view under the Plan Documentation section of the Computershare Employee Online website. 3. Where can I view my holdings? You can log in to the Computershare Employee Online website and view your holdings from the Portfolio section. Further information is available for each share lot in Holding Information section. 4. Can you explain how my portfolio valuation (as shown on the Portfolio page) has been calculated? Your portfolio valuation has been calculated using current share prices and foreign exchange rates which are subject to a 20 minute time delay. You can select the currency in which you would like to view your portfolio valuation from the drop down menu at the top of Your Holdings. Please note that the valuation is for illustrative purposes only and may not be the value you receive on vesting/exercise of your awards or on sale of your shares. It does not take dealing costs or taxes into account. Further, options are shown at their intrinsic value (i.e. value in excess of the exercise price). 5. Where can I view my transaction history? Log in to the Computershare Employee Online website and view this from the Transaction History section. A summary of transactions is also available for each share lot in the Holding Information section. 6. What are vested securities? Vested securities are shares or American Depository Receipts resulting from award, vesting, maturity, exercise or release, as appropriate, held in the Share Plan Account, together with any
2 dividends received referable to such vested securities which have been reinvested into additional securities of the same type on your behalf. 7. What fees do I pay to use the Share Plan Account (SPA)? There is no fee to hold securities in the SPA but charges do apply to certain transactions and more details can be found in the Share Plan Account Terms and Conditions, available to view under the Company Information/Plan Documentation section of the Computershare Employee Online website. 8. Is my name on the Company s share register to reflect my Share Plan Account (SPA) holding? No. Securities held in the SPA are registered in the name of the appropriate nominee where the stock is listed (the Nominee ) and it is that name which appears on the company s share register. Whilst participants are not the registered holder of the securities, they are the beneficial holder of the securities which means they have full beneficial rights over the securities. 9. Will I receive a dividend on my vested securities? The Nominee receives cash dividends on behalf of the participants and typically reinvests this cash to buy further securities which themselves are held in the SPA (as Vested Securities ) on the participants behalf. 10. Can I transfer my vested securities? Yes, you can request for vested securities to be transferred into your own name. 11. How do I transfer my securities? To transfer any vested securities, you can either do this online via the Vested Securities section of your portfolio or you can download and complete the transfer form from the Company Information/Plan Documentation section of the Computershare Employee Online website and send it by post to the address in the Terms and Conditions. 12. Is it possible to transfer a fraction of a security into my own name? No. If you instruct us to transfer all your Securities into your own name any fraction of a Security of less than one whole Security will be sold and you agree that the proceeds will be donated to a registered charity of our choice. 13. Can I sell my vested securities? Yes, you can sell your securities if you are not restricted by your Company Share Dealing Policy. Some securities may have restrictions on them which means you cannot sell them. You can sell by lot or select a Cost Basis method over a number of securities. 14. How do I sell my vested securities? As long as you are not restricted by your Company Share Dealing Code you can sell your vested securities via the Computershare Employee Online website. Securities will be sold on the stock exchange where they are listed and can be sold at any time during trading hours. If you submit an
3 order to sell during these hours the order will normally be executed immediately. If you submit an order to sell outside of these hours the order will be executed when the stock exchange re-opens provided that any permission to deal is still valid at that time. 15. What is a Limit Order? You may specify the minimum price (the limit price ) at which we will instruct the Broker to sell a whole number of your Securities. This is known as a limit order. You may additionally specify the period for which the instruction remains valid (the limit order period ). You can give instructions for a limit order online or via your dedicated Computershare help desk. You will need to enter the limit price, and limit order period if applicable, when you submit your sale order via the Computershare Employee Online website. Please note that any Limit Order will be cancelled and you will need to submit additional sales / limit order request if you still wish for your shares to be sold. 16. What is a market order? If you place a market order and the Share Plan Account Service is provided to you by Computershare Investor Services PLC, your securities will be sold at the best price reasonably available in the market at the time that your order is executed. If you place a market order and the Share Plan Account Service is provided to you by Computershare Trust Company N.A., your securities will be sold at the then current market price available at the time that your order is executed. 17. Can I select which bank account my sale proceeds are paid to? Before you can transact online on your Computershare account, you will need to enter details of the bank account(s) to which transaction proceeds should be remitted. Bank account details are always required if you choose to transact online. If you transact online, you can specify the bank account to which sale proceeds should be paid at the time of placing an instruction to sell securities. You can also store your bank details for future transactions by entering/updating them in advance of transacting via My Details/Banking details. You can enter details for up to three different bank accounts depending on how you wish to receive your payment: for sterling to sterling transactions please provide your UK bank account, if you have one. If you wish to receive sterling and you don t have a UK bank account, you can use Alternative wire details; for Euro to Euro transactions, and only if your account is in a Euro designated country, please enter your local Euro bank details in the Global Direct Credit bank account section; for all other transactions with or without foreign exchange conversion, including local currency or alternative currency for non-sterling transactions into a UK bank account you can enter Alternative wire details for one account.
4 If you choose to transact via a Computershare help desk and you want your proceeds remitted to your bank account and/or paid to you in another currency, you will need to have entered your bank account details (and currency preference) online before transacting as Computershare is not permitted to take bank account details over the phone. If you transact via the Computershare help desk and do not have account details stored, any proceeds will be sent to you by cheque in plan currency. If you receive your sale proceeds by cheque, you will not be able to request to have your sale proceeds paid in another currency. 18. Can I select which currency my sale proceeds are paid in? When you enter Alternative wire details (see FAQ: Can I select which bank account my sale proceeds are paid to?), you will need to select the currency in which you would like to receive your payment. When exercising an option or selling shares, the trade will be placed in plan currency (i.e. GBP for PLC ordinary shares, EUR for NV ordinary shares and USD for PLC ADRs and NV ADRs). Net settlement proceeds (after deduction of any applicable costs, fees and withholdings) will be passed to the foreign exchange provider, who will then convert it into the currency that you selected when adding your wire instruction details. Before beginning your transaction, you may wish to check which currency you have currently selected to make sure that it is correct. If you wish to receive payment in plan currency, you need to ensure that you select the same payment currency as plan currency when adding/updating your wire details in your Employee Online profile. You will need to ensure that your bank account is capable of receiving funds in your selected currency. 19. How do I change my details? To view and, if permitted, update details which we have on record, please access My Profile on the Computershare Employee Online website. For example: My Profile > Personal Details > Update My Profile > Payment Details > Update My Profile > Security Details > Update To view and update your contact details including address, address and telephone numbers. To change your name, please contact Computershare in writing straight away. To view and maintain your payment details. To view or update your PIN or security questions. 20. What does covered mean? Covered means that Computershare Trust Company N.A. is required by the IRS to report cost basis both to you and to the IRS for such securities. 21. What determines whether securities are covered? The type of security and the date of acquisition determine whether the security is covered, see below for further information:
5 Type of security Corporate stock and plan securities Corporate stock and plan securities purchased through a dividend reinvestment plan Notes, bonds, commodities Debt and Options Acquired for cash on or after 01/Jan/ /Jan/ /Jan/ /Jan/ What is Cost Basis? Cost Basis generally refers to the original value (usually the purchase price) of a security for tax reporting purposes adjusted for various transactions that might occur after the purchase. 23. Where can I find the Cost Basis of my securities? Additional share lot information including Cost Basis is available in the Holding Information section on the Computershare Employee Online website. 24. Which Cost Basis will Computershare use when I sell or transfer my shares? When you sell or transfer an entire lot, you will be asked to specify the Cost Basis to be used. Partial sales and transfers will automatically be processed using the First In, First Out (FIFO) method, unless you tell us otherwise. 25. When selling securities what does FIFO mean? First in First out (FIFO) is a method where the first securities purchased in an account, taking into consideration any date adjustments as a result of wash sales, corporate actions, stock splits etc., are the first securities sold from that account. 26. When selling securities what does HIFO mean? Highest Cost in First Out (HIFO) is a method where the securities with the lowest acquisition cost in plan currency in an account, taking into consideration any date adjustments as a result of wash sales, corporate actions, stock splits etc., are the first securities sold from that account. 27. When selling securities what does LCFO mean? Lowest Cost in First Out (LCFO) is a method where the securities with the lowest acquisition cost in plan currency in an account, taking into consideration any cost adjustments as a result of wash sales, corporate actions, stock splits etc., are the first securities sold from that account. 28. When selling securities what does LIFO mean? Last in First out (LIFO) is a method where the last securities purchased in an account, taking into consideration any date adjustments as a result of wash sales, corporate actions, stock splits etc., are the first securities sold from that account.
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