GHC Capital Markets Limited March 2011 GHCXO010512/2

Transcription

1 Execution Only Share Dealing Service Execution Only Client Agreement Retail Client GHC Capital Markets Limited March 2011 GHCXO010512/2 Capital Financial Markets Ltd. An Appointed Representative of GHC Capital Markets which is a member of the London Stock Exchange, authorised and regulated by the Financial Conduct Authority and A Member of APCIMS

2 Execution Only Share Dealing Service Execution Only Client Agreement Contents Contents & How to Apply 2 Application Form 3 Client & Nominee Service Agreement 4 & 5 Charges 6 ISA Opening and Transfer In from another Broker 7 9 Terms & Conditions How to Apply for an Execution Only Stocks & Shares Dealing Account Please complete your personal details on pages 2 & 3. Sign pages 4 and 5 to indicate your acceptance of our Terms and conditions which are supplied with this agreement and can be found online at Following which please return the completed client agreement to your client executive. An online version of this form can be found at the following address which you can sign and return online saving you much time: If you are transferring an existing portfolio, or opening or transferring an ISA please also complete this form: Capital Financial Markets Ltd. Salisbury House, 29 Finsbury Circus, EC2M 5QQ t e paulcoffin@capitalfinancialmarkets.co.uk Execution Only Dealing Service We have a range of execution only services available which will allow you to buy and sell shares on your own behalf. This service will not provide you with any advice or recommendations regarding your intended purchases or sales which will be made solely at your own discretion. If you are in any doubt as to whether this service is suitable for your requirements, please discuss this with your client executive who will be happy to help. Please note that this service will be arranged by Capital Financial Markets Ltd which is an Appointed Representative of GHC Capital Markets.. Orders will be executed and cleared by GHC Capital Markets Ltd, who are a member of the London Stock Exchange and are authorised and regulated by the Financial Services Authority. Your shares may be held in GHC Nominees Limited, or in a certificated format. Your client executive will discuss these options with you in order to provide you with the best possible solution. ISA Capital Financial Markets Ltd also offer and ISA through GHC whom are fully accredited ISA plan 2 Capital Financial Markets Ltd. An Appointed Representative of GHC Capital Markets which is a member of the London Stock Exchange, authorised and regulated by the Financial Conduct Authority and A Member of APCIMS

3 Application Forms Section 1 - Client Details Name of account Number of existing account (if applicable) Applicant 1 Full Name: Address: County: Date of birth: Nationality: National Insurance Number: Applicant 2 Name: Address: County: Date of birth: Nationality: National Insurance Number: Capacity of client - please tick one of the following boxes: Individual Joint Names SIPP Trust Charity (please state registered charity number):

4 Execution Only Share Dealing Service Section 2 - Amount to be Invested A cheque is enclosed made payable to GHC Client Settlement Account for Approximate value of shares to be transferred Total value of investment Would you like on line valuations? (Non Certificated Clients only) Section 3 - Bank Details Bank/Building Society name Address Account name Postcode Account number Sort Code Section 4 - Anti Money Laundering Requirements To satisfy the Joint Money Laundering Regulations (JMLR) we require confirmation of your identity and residence. This enables us to comply with the current UK Anti-Money Laundering Rules. We will conduct a check through Tracesmart Identification Services. However should insufficient information be available through their database or we require the account to represent a risk, such as you have recently moved or are from abroad then we may require more checks. Usually: A certified copy of a passport or driving licence will be sufficient for proof of identity; a certified copy may be obtained from a bank, building society or Solicitor. When confirming an address, a utility bill with a date during the last three months will be sufficient for these purposes. It is strongly recommended that you do not send original documentation through the post, as GHC would have to return these at your last stated address at your own risk. Section 5 - Declarations and Signatures This is our standard client agreement upon which we intend to rely. For your own benefit and protection you should read the t erms & conditions carefully before signing them. If you do not understand any point please ask for further information. I/we confirm having read, understood and agreed to the Terms of Business. We will use information held about you in servicing your relationship with us. We may also exchange information with your appointed agent, and their associated companies so they may send you periodic information. If you do not want to receive this information, please tick the opt-out box. Applicant 1 signature: Please print name 1: Capacity: Applicant 2 signature: Please print name 2: Capacity: Applicant 3 signature: Please print name 3: Capacity: Applicant 4 signature: Please print name 4: Capacity: 4 Capital Financial Markets Ltd. An Appointed Representative of GHC Capital Markets which is a member of the London Stock Exchange, authorised and regulated by the Financial Conduct Authority and A Member of APCIMS

5 SUPPLEMENTARY AGREEMENT RELATING TO GHC NOMINEES LIMITED 1. This service is offered to those who wish to be relieved of much of the administration and paperwork involved in handling their investments. 2. Your registered holdings will be registered in the name of GHC Nominees Limited and will have a designation exclusive to you. Although held in the name of GHC Nominees Limited, the beneficial ownership of your investments remains unchanged. 3. Dividends will be collected on your behalf and added to your funds. 4. We will monitor all documents and correspondence received from the various companies on your behalf and will only refer to you when decisions are required. We shall be responsible for: a. Taking up any rights b. Exercising any conversion or subscription rights c. Dealing with take-over's and other offers or capital reorganisations 5. All monies will be retained in a uniquely designated client free money account with an approved bank. Money held on your behalf will attract interest at the variable rates obtainable from the relevant deposit taking institution. The actual amount of interest is recorded in the table below; Interest Rates on Cash Accounts % under base Next 10,000-24, % under base Next 25,000-49, % under base Next 50, plus 0.75% under base With a minimum of 0%. Interest paid quarterly, at the end of March, June, September and December. 6. GHC Nominees Limited is a company wholly owned by GHC Capital Markets Limited and is covered by our insurance arrangements. We accept responsibility for the safe custody obligations of GHC Nominees Limited. I/we agree to the Capital Financial Markets Execution Only Account Terms & Conditions: Applicant 1 signature: Please print name 1: Applicant 2 signature: Please print name 2: Applicant 3 signature Please print name 3: Applicant 4 signature Please print name 4:

6 Fees & Charges Settlement Charges Dealing Commission on Consideration: First 7, % Balance over 7, % Subject to a minimum 25 Bargain Charge Nominee accounts: Stock and Cash must be held on deposit prior to trading ISA Fees Annual Administration Fee (charged at 25 on or around 5th April and 5th October) All fees and charges are subject to VAT where applicable at the standard rate. These charges are correct as at 1st January 2011 and may be subject to change at any time in accordance with our terms of business. 50 Stock withdrawals (per stock) 15 Transfers out (per stock) 15 Re-printing contract notes 10 Re-printing tax & CGT vouchers 30 Re-issued bank interest certificates 30 Ad-hoc valuations 10 Chaps payments 20 Late Payments At Settlement Date send chasing letter informing that a charge of 25 will be made if payment not received within 5 business days. Thereafter a charge of 50 will be made for every 5 business days. Late Deliveries Settlement Date a charge of 25 will be made if complete documentation not received. Thereafter a charge of 25 will be made for every 5 business days. Recorded deliveries cost + 5 Courier service cost + 25 Re-issue of cheques 10 Report & accounts not available Stamp duty advice to client (right to refuse) 25 Non sterling settled transaction 100 Third Party Custodian Transaction Charge (BNP Paribas Securities Services purchases, sales and transfers in/out) Third party custodian safe custody charge per quarter % (applicable for Canada, Euroclear and USA, Other Markets available on request. Based on value of holding as at close of business 5 th April/July/October/January) All fees and charges are subject to VAT where applicable at the standard rate.

7 New ISA Application Forms Section 9 - Stocks and Shares ISA Application Form (a) Full Names: Address: Section 9 - Stocks and Shares ISA Application Form (b) Full Names: Address: County: Date of birth: Nationality: County: Date of birth: Nationality: National Insurance Number: National Insurance Number: Section 10 - ISA Details Section 10 - ISA Details First Tax Year (i.e. 20/03/2011): First Tax Year (i.e. 20/03/2011): D D M M Y Y Y Y D D M M Y Y Y Y How much do you wish to subscribe? How much do you wish to subscribe? Section 11 - Declaration Section 11 - Declaration Section 12 - Authorisation I authorise GHC Capital Markets Limited to hold my cash subscription, ISA investments, interest, dividends and any other rights or proceeds in respect of those investments and any other cash, to make on my behalf any claims to relief from tax in respect of ISA investments. I agree to the supplementary ISA agreement and declare that the information given on this application form is correct to the best of my knowledge. Section 12 - Authorisation I authorise GHC Capital Markets Limited to hold my cash subscription, ISA investments, interest, dividends and any other rights or proceeds in respect of those investments and any other cash, to make on my behalf any claims to relief from tax in respect of ISA investments. I agree to the supplementary ISA agreement and declare that the information given on this application form is correct to the best of my knowledge. Signature: Print name: Signature: Print name:

8 ISA Transfer Forms Section 13 - Plan Holders Declaration and Signature (ISA Transfers Only) I declare that all subscriptions made, and to be made, belong to me, I am 18 years or over, I have not subscribed and will not subscribe to another Stocks and Shares ISA in the same year that I subscribe to this ISA. I am resident and ordinarily resident in the United Kingdom for tax purposes or, if not so resident, either perform duties which, by virtue of Section 28 of The Income Tax (Earnings & Pensions) Act 2003 (Crown employees serving overseas), are treated as being performed in the United Kingdom, or I am married to, or in a civil partnership with, a person who performs such duties. I will inform GHC if I cease to be so resident and ordinarily resident or to perform such duties or be married to, or in a civil partnership with, a person who performs such duties. Section 15 - ISA Transfers Authority 2 If you wish to transfer an existing ISA to GHC Capital Markets Limited, please complete the following sections. Please note that GHC Capital Markets will accept transfers in both stock and cash. I hereby authorise and instruct you 1) to liquidate the assets in the ISA indicated and transfer the ISA to GHC Capital Markets Limited, an approved Plan Manager with HMRC, or transfer the assets in specie if agreed in writing with GHC, and 2) to provide GHC Capital Markets Limited with all relevant information relating to my ISA as it may require. It is understood that my existing ISA manager(s) will be responsible for the collection of outstanding distributions. To: The Manager, Signature: Address: Print name: Account name: Section 14 - ISA Transfers Authority 1 If you wish to transfer an existing ISA to GHC Capital Markets Limited, please complete the following sections. Please note that GHC Capital Markets will accept transfers in both stock and cash. I hereby authorise and instruct you 1) to liquidate the assets in the ISA indicated and transfer the ISA to GHC Capital Markets Limited, an approved Plan Manager with HMRC, or transfer the assets in specie if agreed in writing with GHC, and 2) to provide GHC Capital Markets Limited with all relevant information relating to my ISA as it may require. ISA reference number: Signature: Print name: It is understood that my existing ISA manager(s) will be responsible for the To: The Manager, Address: Account name: ISA reference number: Signature: Print name:

9 Stock Transfer Forms (non ISA) Section 6 - Transfer Authority Portfolio 1 To be completed if you wish to transfer a portfolio from another manager. To: The Manager, Address Account name: Account number: I hereby authorise and instruct you to transfer forthwith my/our account(s) to GHC, to provide all the relevant information relating to the account(s), as may be required. Signature 1: Signature 2: Print name 1: Print name 2: Section 7 - Transfer Authority Portfolio 2 To be completed if you wish to transfer a portfolio from another manager. To: The Manager, Address Account name: Account number: I hereby authorise and instruct you to transfer forthwith my/our account(s) to GHC, to provide all the relevant information relating to the account(s), as may be required. Signature 1: Signature 2: Print name 1: Print name 2: Section 8 - Transfer Authority Portfolio 3 To be completed if you wish to transfer a portfolio from another manager. To: The Manager, Address Account name: Account number: I hereby authorise and instruct you to transfer forthwith my/our account(s) to GHC, to provide all the relevant information relating to the account(s), as may be required. Signature 1: Signature 2: Print name 1: Print name 2:

10 Execution Only Share Dealing Service Summary of Conflicts Management Arrangements Capital Financial Markets Limited (CFM) is required by the Markets in Financial Instruments Directive (MiFID) which has been adopted into UK legislation, to provide you with a summary of our arrangements to manage our Conflicts of Interest, should they arise. We are therefore required to: Take all reasonable steps to identify conflicts of interest between (i) CFM or a linked entity and its clients or (ii) one client and another. Maintain and operate effective organisational and administrative arrangements with a view to taking all reasonable steps designed to prevent conflicts of interest from constituting or giving rise to a material risk of damage to the interests of our clients. Where GHC produces externally facing investment research, put in place appropriate information controls. Disclose the general nature and/or the sources of the conflicts of interest for the client, where the arrangements to manage a conflict of interest are not sufficient to ensure, with reasonable confidence, that the risks of damage to the interests of a client will be prevented. Identification of Conflicts When identifying potential conflicts of interest, CFM will take into account whether the firm or an employee: Is likely to make a financial gain, or avoid a loss, at the expense of the client. Has an interest in the outcome of a service provided to the client or of a transaction carried out on behalf of the client, which is distinct from the client s interest in that outcome. Has a financial or other incentive to favour the interests of another client or group of clients over the interests of the client. Carries on the same business as the client. Receives or will receive from a person other than the client an inducement in relation to a service provided to the client, in the form of monies, goods or services, other than the standard commission or fee for that service. Management of Conflicts CFM maintains a number of policies and procedures, which includes a documented policy of independence, which applies whenever its employees provide advice to any of our customers or recommends a transaction. This requires employees to disregard any interest in the transaction that they or CFM may have, in order to ensure that our clients are given suitable advice. We also maintain physical separation between various group companies. that are in place to restrict, control and manage the flow of information between group connected companies. This includes physical restriction on the staff allowed access to certain parts of the organisation, and includes restrictions on access to the data held within various group companies, divisions or departments. The procedures dictate that those staff who are required to be involved in any transaction will be privy to information or brought over the Chinese Wall. All staff are prohibited from disclosing information except as detailed in the procedures. General Issues Personal Account Dealing Personal Account Dealing by CFM personnel must be in strict compliance with our policies and procedures to ensure adherence with all relevant regulation and legislation, both for the benefit of clients and the protection of employees. The procedures are to ensure that employees interests do not conflict with those of our clients and adherence with these is strictly monitored. Remuneration Policy CFM remuneration policies are designed to reflect employees experience and performance, balanced with the requirement to ensure that their remuneration does not conflict with their obligations to our clients. Where employees remuneration reflects an element of commission received for transactions undertaken for clients, procedures are in place to monitor the suitability of their recommendations. Inducements/gifts The giving or receiving of gifts or other inducements may compromise or conflict with the recipient s obligations to his clients. Therefore employees are required to comply with our strict policy regarding the reporting and approval of all gifts and hospitality. Outside Interests Employees are required to notify the company of any outside interest. Any disclosed outside interests will be reviewed by the Head of Compliance and if necessary reported to the CEO who will consider the potential for conflicts of interest before permitting the continuance of any such outside interest. Review All polices and procedures for identification and management of conflicts of interest are, as a minimum, subject to annual review and any significant issues will be reported to the Management Executive Committee and to the Board as necessary. Where it is not practical to effectively manage such conflicts we ensure that they are properly disclosed to customers, and we will decline to act for customers should it be necessary. Chinese Walls These are the arrangements we have in place to restrict access to information held in one part of the business from employees in other departments. Our Chinese Wall Procedures sets out in detail the restrictions 10 Capital Financial Markets Ltd. An Appointed Representative of GHC Capital Markets which is a member of the London Stock Exchange, authorised and regulated by the Financial Conduct Authority and A Member of APCIMS

11 Best Execution Disclosure Statement Overview The adoption by the UK of the Markets in Financial Instruments Directive (MiFID), a European directive which aims to harmonise the operation of financial markets across Europe, requires that we provide clients with information concerning our execution policies in respect of transactions we undertake on your behalf. time. If the order falls outside certain size criteria set by the RSPs then the order may need to be dealt over the telephone and will be executed on the venue that provides the best overall result. All the above orders will be deemed as executed on exchange and will be reported as required to a regulated exchange. The overriding requirement is that we must take all reasonable steps to obtain the best possible result, taking into account the following: Price Cost Speed Likelihood of execution Settlement, size Nature Any other consideration relevant to the execution of the order Order Execution For retail clients price will normally be the most important aspect in obtaining the best possible result. CFM will therefore assume that the best available price is the most important outcome for your transaction unless you specify at the time of dealing that another factor is of greater importance. In some circumstances, for some clients, orders, financial instruments or markets, we may determine that other Execution Factors are more important than price in obtaining the best possible execution result. We will determine the relative importance of the Execution Factors by using our commercial judgement, experience in the context of market conditions and information available to us, and taking into account the Execution Criteria. CFM will take all reasonable steps based on those resources available to us to satisfy ourselves that we have processes in place that can reasonably be expected to lead to the delivery of best execution of your orders, we cannot guarantee that we will always be able to provide best execution of every order executed on your behalf. In executing your order we: May use a third party broker to execute your order; Will not trade as Principal May trade as agent. To the best of our ability we will not execute transactions in shares that are capable of being executed on a Regulated market or MTF, away from these venues. However you hereby accept that in certain circumstances it may be necessary for us to do so. These transactions are known as Over The Counter (OTC) trades. Where available we may cross a client s order with that of another opposing client. Dealing in Collective Investment Schemes When we deal in collective investment schemes (Unit Trusts and OEICs) we will deal directly with the fund manager. Unit trust and OEIC providers generally calculate their prices once a day (in accordance with FSA regulations). Use of Third Parties Our terms and conditions with our counterparties provide that they will make all reasonable efforts to provide best execution when we instruct transactions through them. Specific Instructions If a client provides us with a specific instruction to deal for them it may prevent us from following our Order Execution Policy which is designed to get the best overall result for the execution of orders on a consistent basis. Limit Orders Clients will be able to place limit orders in the market only. These orders will either be left with the market to execute and will be good for the day or will be placed on an electronic trading facility of the Regulated Market. Monitoring & Review GHC regularly reviews its Order Execution Policy and may add to or remove the venues where we execute our trades without reference to you. Full Details of the execution venues currently employed by us will be made available upon request. Execution Venues The execution venues we may use will be Regulated Markets including the London Stock Exchange and Plus markets plc, Multilateral Trading Facilities (MTF) and Retail Service Providers (RSP). However we reserve the right to use other venues if the nature of the order requires us to do so. Generally orders will be executed where possible via the RSP network and our systems will poll for the venue that is providing the best price at that

12 Execution Only Share Dealing Service Execution Only Terms of Business Definitions Business day means any day (excluding weekends and public holidays) on which banks in London are open to conduct normal banking business CASS means FSA Client Asset Rules COBS means FSA Conduct of Business Rules Company or GHC means GHC Capital Markets Limited FSA means The Financial Services Authority whose address is 25 The North Colonnade, Canary Wharf, London E14 5HS LSE means The London Stock Exchange ISA means Individual Savings Account MiFID means the Markets in Financial Instruments Directive Nominee means a company whose business consists solely of acting as a nominee holder of investments or other property References to gender are non-gender specific. Commencement These Terms of Business shall be effective from the date of receipt by the customer, which shall be deemed to take place within 2 business days of dispatch or if earlier, from the date of the instruction given by the customer to the Company. The Company The Company is authorised and regulated by The Financial Conduct Authority for the purposes of conducting regulated investment business (Ref: ) and is an Appointed Representative of GHC Capital Markets Ltd which is a and is a member of the LSE and of APCIMS. The Service In accordance with the Conduct of Business Rules (COBS) rules we shall classify you as a Retail Client. You have the right to request to opt-up to be treated as a Professional client if you so wish. If you do wish to be treated as a Professional client you must inform us in writing. We will be required to obtain further information from you to satisfy ourselves that you have sufficient knowledge, understanding and experience of the financial transactions that you wish to undertake, to justify classifying you as an Professional client. We are obliged to warn you that opting-up in this manner may mean that you will lose certain regulatory protections that are offered to retail clients. The Company will provide telephone-based execution only dealing services in accordance with the rules of the FCA. Please note that we will not advise you about the merits of a particular transaction, nor can we provide any commentary. We are not obliged to assess suitability nor appropriateness in respect of any non-complex transactions that you may wish to undertake. When you give the order for a transaction, that transaction will be dealt on an execution-only basis. We will not be required to ensure that the transaction is suitable for you and any comments made by our staff should not be deemed to constitute advice. We can only accept instructions directly from you unless authority to the contrary has been received, in writing. The Company provides all execution, clearing and settlement services in relation to your transactions in accordance with these Terms of Business. The Company may provide dealing services in the following investments: i. shares in British and foreign companies ii. debenture stocks, loan stocks, bonds, notes, certificates of deposit, commercial paper and other debt instruments including government, public agency, municipal and corporate issues iii. warrants to subscribe for investments falling within (i) or (ii) above iv. depository receipts and other types of instrument relating to investments falling within (i), (ii) or (iii) above v. unit trusts, OEIC s, mutual funds and similar schemes in the United Kingdom and elsewhere vi. unregulated investment schemes. Should you wish us to invest on your behalf in warrants (including off-exchange warrant transactions) and/or derivatives (including securitised derivatives), futures, options, contracts for difference (CFD), foreign markets, contingent liability investment transactions, limited liability transactions, we are obliged under the rules of the FSA to advise you that these are deemed complex transactions as they are complicated financial instruments suitable for the more sophisticated investor. You may lose the sum total of your investment. If you wish to invest in such instruments we are obliged to obtain certain information from you and to issue you with a warrants and derivatives risk warning notice, which you must sign and return prior to undertaking any transactions. If you are unwilling or unable to provide such information we may be unable to assess the appropriateness of such transactions and we may not be able to proceed. From time to time the Company may provide investment research and analysis coupled with a commentary on market trends. You should note that this information is generic and does not amount to a personal recommendation and that you should seek your own advice as to the suitability or appropriateness of any investment mentioned therein. If you are an intermediary we shall provide our services on the basis that only you are our client (unless otherwise agreed in writing with you). Please note that we may classify you as a Professional Client. If you act on behalf of another person, whether or not you identify them to us, we will continue to fulfil our obligations to them under the COBS and CASS rules. The Company reserves the right to record any telephone conversations. This is to ensure that the material terms of the transaction, and any other material relating to the transaction is promptly and accurately recorded. Such records will be our sole property and accepted by you as evidence of the orders or instructions given. Market prices will be provided on request, subject to availability. If you are closing a bargain you must inform us at the time of dealing. A closing bargain can normally be instructed up to 3 days prior to settlement of the opening transaction. Instructions (a) Dealing Instructions Dealing instructions should be made in writing or by telephone, however should you wish to give dealing instructions to us in any other form, including by facsimile or , we may accept such instructions, when we believe, in our absolute discretion that these instructions originated from you. You accept that we shall not be liable to you for any delay in responding to these instructions and you agree to indemnify us for any losses we incur as a result of reliance on such instructions. (b) Administration All instructions regarding the administration of your investments held by the Company on your behalf, or concerning your personal details such as change of name, address or any other material changes to your account should be made in writing to us, via your Independent Financial Adviser, where appropriate. We do not accept instructions from third parties unless a valid Power of Attorney has been established for the purpose. If you wish to transfer monies from one account to another, we will only accept written instructions, bearing an original signature and each transaction will require a separate written instruction. (c) Third Party Instructions You, or any person, whose authority has been previously notified to us, in writing, may give investment instructions concerning your portfolio. We may accept any instruction we believe, in good faith, to be from you, your agent, or any other third party authorised by you to act on your behalf, whether in writing, by telephone, , facsimile or otherwise. Should investment authority be altered, suspended or revoked you should notify us immediately. You accept that if you fail to do so, we shall not be liable for any loss you may incur. Custody of your investments For ease of administration you may wish to utilise the GHC Nominee service where your investments will be held by a Nominee, controlled by GHC, its affiliates or Holding Company, in a segregated, designated account. You will be required to sign a nominee agreement to enable us to hold your stock in safe custody. Please note that there is a fee charged for safe custody refer to the section on Fees and Charges. Your investments will be registered into the name of the GHC Nominee company and will have a designation which is unique to you. Although held in the name of the Nominee, the beneficial ownership of your investments will remain unchanged. Alternatively you may wish to utilise a CREST sponsored member account. This account allows stock to be held in a dematerialised format registered in your own name. Under this service we will not be responsible for corporate actions or dividend collection as these will be forwarded directly to you. As your sponsor GHC will retain electronic control of the account. Further details are available upon request. The Nominee will be a company wholly owned by GHC, its affiliates or Holding Company and is covered by the Financial Conduct Compensation Scheme, details of which are available below and upon request, as well as our own insurance arrangements. We accept responsibility for the safe custody obligations of our Nominee. We will provide you with information relating to your safe custody holdings on a timely basis and will send you a list of the custody assets held by GHC for your benefit, at least annually. In the event that investments are held with a third party eligible custodian, then the Company will not accept responsibility for any default by the eligible custodian. Your overseas investments may be registered or recorded in the name of a custodian or our Nominee in one or more jurisdictions outside the United Kingdom, where due to the legal requirements or the nature of market practice in the jurisdiction(s) concerned, we believe, on reasonable grounds, it is in your best interest to do so or it is not feasible to do otherwise. We will inform you, if you request us to do so following a transaction, whether registration as described here has taken place. As a consequence of this, your investments may not be segregated from investments belonging to us or the custodian and therefore in the event of our default, your assets may not be as well protected from claims made on behalf of general creditors of the Company. These investments may be held in a pooled nominee, which means that they may be pooled together with that of one or more clients. The implication of this is that individual entitlements may not be identifiable by separate certificates, other physical documents or equivalent electronic records and in the event of an unreconcilable shortfall after failure of the custodian, clients may share in that shortfall in proportion to the original share of their assets in the pool. Investments belonging to you, which are held overseas, may be subject to settlement, legal and regulatory requirements that differ from those which apply within the United Kingdom. Overseas investments held by the Nominee may be in the form of CREST Depositary Interests (CDIs). CDIs cannot be registered into certificated form. CDIs may be liable for withholding tax from the country of origin of the underlying security. This may be offset against other investments depending upon your personal circumstances. The Company is not obliged to reclaim any foreign tax deducted. If you are unsure of your personal position you should contact your personal tax adviser. If you give us specific instructions that you wish us to register your investments in the name of a person other than the Company or its Nominee, then the consequences of doing so are at your own risk. Notwithstanding the aforementioned terms, the additional terms and conditions outlined within our brochure apply to those clients whose holdings include ISA Accounts. These conditions must be read in conjunction with the requirements outlined on the ISA application form or written declaration. Execution We shall be responsible for execution of your orders. We are obliged under the rules of the FSA to provide best execution. Furthermore we are obliged to operate a best execution policy which we must make available to you prior to undertaking any transactions on your behalf. Transactions dealt for non-standard settlement may result in an additional charge. If we deal for nonstandard settlement we will disclose all additional charges upon request. Whilst we may, at our absolute discretion and without giving reasons, decline to accept any particular instructions or order, we will use reasonable endeavours to carry them out; however we will not be liable for any loss or expense you incur if we are unable to do so for whatever reason or if there is a delay or change in market conditions before the contract is effected. In the unlikely event that an incorrect bargain price is reported to you, either when your bargain is confirmed or when your contract note is issued, we shall be entitled to amend the contract note so that a contract note is issued at the correct price at which the bargain was executed. If in respect of a purchase where the correct price is higher than the price reported to you and there are insufficient funds in your deposit account, stock within your CREST personal account or nominee account may be sold on your behalf and the funds credited to your deposit account. In the case of a sale where the correct price is lower than the initial price reported in error and should you have already instructed 12 Capital Financial Markets Ltd. An Appointed Representative of GHC Capital Markets which is a member of the London Stock Exchange, authorised and regulated by the Financial Conduct Authority and A Member of APCIMS

13 us to transfer the sale proceeds to a different bank account, you undertake to reimburse this amount to us immediately. Failure to do so may result in stock held in your CREST personal account or nominee account being sold to cover the debit. Underwriting Upon the customer s written instruction the Company may enter into transactions which commit the customer to underwriting or similar obligations in connection with a new issue, rights issue, take-over or similar transaction. Short Positions and Conflicts of Interest The Company does not generally allow any short positions. A short position arises when a person has contracted to sell investments which he does not currently own with the intention that, before he has to deliver the investments to the buyer, he will be able to buy them back at a price which is lower than that at which they were sold. Please note that the Company will close out all known short positions. When we transact business on behalf of a customer we, a connected company or some other person connected with us, may have an interest, relationship or arrangement that is material in relation to the investment, transaction or service concerned. However, our employees are required to comply with a policy of independence and to disregard any such interest when dealing on the customer s behalf. When we enter into a transaction on a customer s behalf, we (or one of our connected parties) could be dealing as principal for our (or its own) account by either selling or buying the investment concerned, or matching the transaction with that of another customer, or selling or buying units in a collective investment scheme where we are (or a connected party is) involved in a new issue, rights issue, takeover or similar transaction concerning the investment. Off-Exchange Transactions Subject to our prior permission, we may deal for you in circumstances in which the relevant deal is on an investment exchange that is not recognised or designated by the FCA as meeting certain standards to safeguard investors or not regulated by the rules of any investment exchange. OEICS, Unit Trusts and other Packaged Products If at any time you request and we agree to deal in OEICS, unit trusts or other packaged products, we will do so on an execution only basis and as an independent intermediary. This means that we may purchase, at your request, OEICS or unit trusts from the entire range of available trusts. As an execution only client you will have no right to any cooling-off or cancellation period and we will not be responsible for the suitability of the transaction for you. When we deal for you in OEICS or unit trusts there may be a delay in the receipt by us of contract notes from the relevant manager. Contract notes will be sent to you with due despatch once we have received and confirmed the details thereon. Non-Readily Realisable Investments If at any time you request and we agree to deal in non-readily realisable investments i.e. investments that are not government securities nor listed on an exchange nor regularly traded thereon, the market in such securities can be limited or could become so; they can be difficult to deal in and it can be difficult to assess what would be a proper market price for them. Money Held on the Customer s Behalf We can only deal with money held on the customer s behalf in accordance with the rules of the FCA. These require us, amongst other things, to hold your money with an approved bank (as defined in FCA s rules). No interest is payable on monies so deposited. If such holder of customer money has not confirmed to us, in writing, that the account is held in our name as trustee, or agent, and as such is segregated from the Company s own funds, we will inform you and seek your written agreement. Where transactions are conducted in currencies other than sterling additional charges may be applied by the Banks. Funds received in currencies other than sterling may incur additional charges. You agree to meet all such charges. Your Assets Once paid for, holdings purchased on your behalf will be registered in the name of the account holder and at the address stated or as subsequently advised. However clients who wish to make use the GHC Nominee facility and/or hold a CREST sponsored member account must sign and return the relevant authorities. Safe Custody investments are registered in the name of the GHC Nominee Company or any other nominee company appointed by GHC. We accept responsibility for the safe custody obligations of our Nominees. Our responsibility does not extend to other custodial organisations, unless any loss is directly due to our fraud, wilful default or negligence. We reserve the right to realise stock held in any Nominee Company or in CREST sponsored member accounts and/or any other Nominee Company names under the jurisdiction of the Company in order to settle any outstanding positions where stock or money is due. This will only be done after due notification by telephone, or letter to the address provided by the client to the Company. When clients instruct holdings to be transferred either into or out of CREST sponsored member accounts, we will effect the transfer as soon as is reasonably practicable. However, clients should be aware that the speed with which transfers are effected once we have issued the initial instruction, lies outside our control and within the control of third parties therefore no guarantees can be given regarding the speed of transfers. For nominee clients we shall account to you for all dividends, interest payments and other rights accruing to you. Where there is a cash or stock distribution and the pro-rata value of any fractional entitlement is less than 10 in cash or one share, such fractional elements of cash or stock may not be credited to you or your account and may be retained by us. Clients who hold their stock within an appointed Nominee Company will be liable for payment of a fee in accordance with our published rates. This may be automatically debited using an existing direct debit instruction or from your deposit account balance without further notification, or by separate request. CREST sponsored member accounts are only available to clients who are resident in the EEA. We shall account to you for any changes in legislation which pertain to your CREST membership. We reserve the right to vary the administration charge based on trading and account activity. If a CREST personal account has remained inactive for a period of six months and does not hold any securities or have any outstanding transactions we also reserve the right to discontinue sponsorship. Any correspondence and/or documents of title are dispatched to you by first class post or courier, and to the latest address notified to us by you and at your sole risk. Other than where specified we shall have no responsibility for any failure in delivery to you on the part of the postal system. If within 3 weeks of the settlement date of your bargain you do not receive a certificate for a purchase and/or a balancing certificate in respect of a sale you must telephone the Company immediately. We will accept no responsibility for any non-delivery outside this deadline. If you give us a sale instruction for stocks or shares for which a dividend has been paid to you and to which you are not entitled (i.e. you sell cum dividend ) you agree to pay us the amount of the dividend on receipt of our request for payment. Stabilisation The Company may arrange investments which have been the subject of stabilisation upon your instruction. Stabilisation is a price supporting process that may take place in the context of new issues. The effect of stabilisation can be to make the market price of the new issue temporarily higher than it would otherwise be. The market price of investments of the same class already in issue and of other investments whose price affects the price of the new issue may also be affected. This process is undertaken in order to ensure that the issue of investments is introduced to the market in an orderly fashion, and that the issue price and/or the price of associated investments is not artificially depressed because of the increase in supply caused by the new issue. Stabilisation may only take place for a limited period and there are limits on the price at which shares, warrants and depository receipts may be stabilised (although there are no limits in respect of loan stock and bonds). Taxation In providing this dealing service the Company is not responsible for assessing the tax implications of any transactions undertaken, nor is the Company responsible for tax liabilities which may arise. Liability for Loss The Company only accepts liability for losses, costs or expenses suffered by the customer if such losses, costs or expense are caused by the negligence or wilful default or fraud by the Company, connected companies or its employees. In particular the Company cannot provide any guarantee of future performance of investments transacted on your behalf and accepts no liability in respect of losses that might occur through fluctuations in the price of any of the investments. You are advised that the price of stocks and shares can fall as well as rise and you may not get back what you originally invested, past performance is not necessarily a guide to future performance. The Company is covered by the Financial Services Compensation Scheme, for eligible investors. You may be entitled to compensation from the Scheme if the Company cannot meet its obligations. This depends upon the type of business and the circumstances of the claim. Further information about compensation arrangements is available from the Financial Services Compensation Scheme. Disclosure You accept that the Company may be required by the rules of the FCA or other law-enforcement agencies or enactments to disclose information about you and any associated transactions, and you hereby agree to such disclosure. We may carry out a credit check with a licensed credit reference agency that will retain a record of that search. In the event of default, relevant details may be recorded with that agency and with a Stockbrokers Risk Forum or similar body. This information may be used by other stockbrokers, financial institutions, etc., in assessing applications for credit by you and members of your household, and for occasional debt tracing and fraud prevention purposes. We may sometimes use information about you in order to offer you other services that may be of interest to you, both from us and other associated companies or agencies. We will not do so if you have indicated to the contrary to us in writing, or where there is an agreement with a business connection in place which prohibits this activity. We will cease to use or disclose such information where it is used or is to be used for direct marketing purposes if you have so requested. In the event of any default where cash remains due to the Company, we reserve the right to refer this debt at any time and without further notification, to a debt collection agency to recover the funds on our behalf. We also reserve the right, at our absolute discretion, and without further notification, to sell the debt in its entirety to another party. Market Requirements If the rules or customs of any securities exchange on which a transaction is carried out conflict with these Terms of Business the said rules or customs will prevail and you agree to be bound hereby. You undertake not to behave in a manner which would lead us either knowingly or unwittingly to engage in market abuse. Aggregation of Orders We may combine your order with other clients orders. By combining your order with those of other clients we must reasonably believe that it will obtain a more favourable price than if your order had been executed separately. However, on occasion, aggregation may result in your obtaining a less favourable price. Settlement You shall promptly take all action necessary (including the supply of information) to enable due settlement of any transactions entered into by us with you or on your behalf. Funds for any purchase of any investment (in the correct currency for the investment concerned) must be available to us at such time as we specify. We will credit you on the day the bargain is settled with the full proceeds of the sale of any investment less charges provided that you have delivered to us valid stock transfer forms or documents of title and any documents necessary to transfer title, in good order, in sufficient time to enable us to settle the transaction. It is our normal practice to aggregate all sums due to and from you including commission, fees and charges and to pay any net credit to you (if there is a cash balance in your favour), or call any net debit from you (if there is a cash balance in our favour). All amounts due must be paid on settlement date, failure to do so means that a charge will be applied to your account on that date. Details of all additional settlement charges are available upon request. Please note that it is Company policy that payments will not be made to third parties, unless there are exceptional circumstances. We may depart from our normal practices at our discretion.