Master Agreement. Effective from: from 17 April 2017 Published: 7 April 2017

Transcription

1 Appendix A Master Agreement Master Agreement Effective from: from 17 April 2017 Published: 7 April 2017 OTP Bank Plc. Registered office: H-1051 Budapest, Nádor utca 16. Registered with the Court of Registry of the Metropolitan Court of Budapest under No (pre)lei: W3MOO00A18X956. Central mailing address: 1876 Budapest Website:

2 STANDARD MASTER TREASURY AGREEMENT concluded by and between: [Natural persons] [Full Name] (name at birth: [ ]; place and date of birth: [ ]; mother s maiden name: [ ]; citizenship: [ ]; domicile: [ ]; identification document type and number: [ ] [ ]; place of residence in Hungary in case of non-residents: [ ])(hereinafter: Business Partner), [For business associations] [Full Name] (short company name: [ ]; registered office: [ ]; tax identification number: [ ]; company registration number: [ ]) (hereinafter: Business Partner), [Municipalities, other organisations] [Full Name] (registered office: [ ]; tax identification number: [ ]; company registration/registry number: [ ]) (hereinafter: Business Partner), [Individual Entrepreneurs] [Full Name] (registered office: [ ]; tax identification number: [ ]; individual entrepreneur card: [ ]) (hereinafter: Business Partner), and: OTP Bank Plc. (registered office: H-1051 Budapest, Nádor u. 16, registered by the Court of Registration of the Metropolitan Court of Justice under No ), contact: the Treasury Department (H-1131 Budapest, Babér u. 9), (hereinafter: OTP Bank Plc.) on the other part, (jointly referred to as: Parties, or either of the two as: Party) under the following terms and conditions: Purpose and Nature of the Master Agreement, General Provisions 1. The purpose of this Master Agreement is to determine the general terms and conditions of the Individual Transactions for Treasury Services between the Parties, thereby allowing for the Parties to agree, upon the conclusion of Individual Transactions, exclusively on the terms and conditions of Treasury Services that may vary according to the Business Regulations. 2. The Parties refer to Treasury Services as the legal transactions listed in the Special Section and Annex D of the Business Regulation. Parties agree that this Master Agreement shall not generate any obligation for either Party in respect of the conclusion of any Individual Transaction, which may be denied by OTP Bank Plc. at any time without justification. [This paragraph is applicable for Business Partners qualified as natural persons.] 3. By signing this Master Agreement, the Business Partner qualified as a natural person is entitled to conclude Individual Transactions with regards to any Treasury Service available to natural persons as listed in the currently effective Annex D to the Business Regulation. 4. The full set of conditions applicable to Individual Transactions for Treasury Services jointly consists of (a) the agreement concluded between the Parties via the Transaction Channel and the confirmation issued by OTP Bank Plc. on the basis thereof, 2

3 (b) any contracts concluded between the Parties on Collateral as defined in the Business Regulation, (c) the Master Agreement, and (d) the currently effective Sales Business Regulation of the Regional Treasury Directorate (hereinafter: Business Regulation) (and the business regulations, annexes and notices specified therein) together. Rules on the Protection of Investors 5. Parties declare that OTP Bank Plc. has performed the rating of the Business Partner and informed the Business Partner of it according to the provisions of Act CXXXVIII of 2007 on Investment Enterprises, Stock Exchange Service Providers and the Rules of their Approved Activities (hereinafter: Investment Enterprises Act). [This paragraph is applicable for retail client rating provided that OTP Bank Plc. does not provide any investment advisory services to the Business Partner.] 6. As OTP Bank Plc. provides investment consulting services regarding the Individual Transaction to the Business Partner, and the latter is rated under the Investment Enterprises Act as a retail client, (a) if OTP Bank Plc. opts to not provide investment consulting services regarding the Individual Transaction to the Business Partner and the Business Partner is rated as a retail client under the Investment Enterprises Act, then, with regard to the complex and/or own account nature of Treasury Services not including any potential Spot Transactions prior to the signature of this Master Agreement, OTP Bank Plc. intends to perform the adequacy test pursuant to the Investment Enterprises Act based on the declaration provided by the Business Partner, which the latter is not required to complete, however, OTP Bank Plc. highly recommends completion of the test. The Business Partner shall be responsible for incomplete, no longer valid or false data contained in the declaration serving as the basis of the adequacy test; (b) the Business Partner shall immediately notify OTP Bank Plc. in writing of any changes in the information contained in the declaration serving as the basis of the test and shall understand that, unless informed of the contrary, OTP Bank Plc. shall consider as governing the adequacy test with the most recent data expressly including also the Business Partner s denial of completion and shall perform the adequacy test accordingly before the conclusion of Treasury Transactions; (c) the Investment Servicing Business Regulation contain the additional rules pertaining to the adequacy test, which the Business Partner expressly acknowledges having thoroughly familiarised itself with. [This paragraph is applicable if OTP Bank Plc. provides any investment advisory services to the Business Partner.] 7. As OTP Bank Plc. provides investment consulting services to the Business Partner in relation to a given Individual Transaction, (a) prior to the signature of this Master Agreement, OTP Bank Plc. based on the declaration provided by the Business Partner shall perform the adequacy test according to the Investment Enterprises Act, which the Business Partner is required to complete; failure to do so shall result in OTP Bank Plc. s refusal to provide investment consulting services. The Business Partner shall be responsible for incomplete, outdated or false data contained in the declaration serving as the basis of the adequacy test. 3

4 (b) (c) the Business Partner shall immediately notify OTP Bank Plc. in writing of any changes in the information contained in the declaration serving as the basis of the test and shall understand that, unless informed of the contrary, OTP Bank Plc. shall consider as governing the adequacy test with the most recent data, and shall perform the adequacy test accordingly before the conclusion of Treasury Transactions; the Investment Servicing Business Regulation contain the additional rules pertaining to the adequacy test, which the Business Partner expressly acknowledges having thoroughly familiarised itself with. [This paragraph is applicable for retail client rating.] 8. As the Business Partner is rated as a retail client according to the Investment Enterprises Act, (a) (b) (c) (d) the Business Partner hereby declares to have been provided by OTP Bank Plc. in due course with comprehensive preliminary information as per the Investment Enterprises Act in respect of the Treasury Services and the financial instrument constituting the subject of this Master Agreement governed by the Investment Enterprises Act; the Business Partner expressly consents to OTP Bank Plc. performing its preliminary and other information obligations, as determined in the Investment Enterprises Act and other legislation, through communication published on its website or sent electronically; the Business Partner declares having regular access to the Internet and takes notice that the declaration included in this clause does not restrict the right of OTP Bank Plc. to continue releasing certain information via postal mail, by way of notices or in any other manner as determined in the Business Regulation, neither does it mean that, in case the Business Regulation stipulate a non-electronic format or method of conclusion for an agreement or unilateral representation (for example personal appearance at the branch office or a document signed mutually by both Parties, etc.), the Business Partner is not under obligation to fulfil these requirements. the Business Partner hereby declares having been informed by OTP Bank Plc. electronically of the address of the website mentioned in Section [b] of this Master Agreement and indicated on which part of the website the referenced information can be found. [This paragraph is applicable for retail and professional client rating.] Agreement for the use of passwords in case of transactions concluded over the telephone 9. The Business Partner or its Authorized Person shall use the password defined by the Business Partner in this Master Agreement when requesting Offers or concluding Individual Transactions. OTP Bank Plc. shall not accept any declarations to the contrary, that is, it shall not accept any request by either the Business Partner or its Authorized Person to waive the use of passwords when requesting an Offer or concluding an Individual Transaction on the telephone. 10. Without any further inquiry, OTP Bank Plc. is entitled to deem the person introducing itself on the telephone as the Business Partner or its Authorized Person as such and to accept any representations made by the Business Partner or its Authorized Person as valid if the Business Partner or its Authorized Person introduces itself as such and provides the password listed in OTP Bank Plc. s records, or any other data requested by OTP Bank Plc. and kept in its records. 4

5 11. OTP Bank Plc. may also request the Business Partner or its Authorized Person to provide identification data other than the password, but shall not be obliged thereto under any circumstances whatsoever. 12. The Business Partner is liable for evidencing that the password cannot be obtained by any unauthorised parties in the course of its storage and use. Miscellaneous provisions 13. The Business Regulation define the terms and conditions for Closing the Individual Transaction and cancelling the Master Agreement applicable to Treasury Services in writing. 14. Parties state that, unless stipulated otherwise in the Business Regulation, this Master Agreement may only be amended by a document mutually signed by the Parties. 15. In issues not regulated in the Master Agreement, the Business Regulation (and the business regulation, annexes and notices referenced therein) shall apply. The rights ensured herein complement the rights conferred upon OTP Bank Plc. by the relevant legislation and the effective Business Regulations (and the business regulations, annexes and notices referenced therein). The Business Partner declares that, prior to executing this Master Agreement, it has familiarised itself with the Business Regulation (business regulation, annexes and notices references therein), and accepts them as binding. OTP Bank Plc. hereby calls the Business Partner s attention to the provisions of the Business Regulation and the Investment Servicing Business Regulation of the concerning the maintenance of relations, the conclusion of contracts, the unilateral and mutually agreed amendments of contract, the termination of the contract, limitations and exclusions of the liability of OTP Bank Plc., the fees, costs and commissions, and the payment thereof, guarantee deposits and other collateral, OTP Bank Plc. exercising its right to request (extra) collateral, delays and defaults, and Client hereby acknowledges and accepts such noteworthy information. Not exercising a right shall not constitute a waiver of such right. [This paragraph is applicable for Business Partners not qualified as natural persons.] 16. The Business Partners representative(s) confirm(s) and declare(s) that it has proper authorisation to act as representative for signing this Master Agreement and for committing to comply with its provisions, in relation to which its authorisation is not limited and is not subject to any condition or approval or such condition has been met and such approval has been granted. 17. This Agreement shall be governed by Hungarian law. Parties agree to settle any disputes concerning their legal relationship arising from or in connection to this Master Agreement through amicable negotiations. If this does not yield any result, Parties submit themselves to the exclusive jurisdiction of the competent court defined according to effective Hungarian legislation. 18. The Business Partner hereby states that OTP Bank Plc. has provided a chance to negotiate all terms of the Master Agreement individually, after which the Parties have duly signed the Master Agreement as a true reflection of their will. Client specific terms of the Master Agreement 5

6 19. Based on the Master Agreement, OTP Bank Plc. [ provides /does not provide ] Investment consulting services to the Business Partner. 20. The password shall be used by the dealer proceeding on behalf of the Business Partner, when requesting an offer, and which allows the Business Partner to request an offer. Password: [This paragraph is applicable for Business Partners not qualified as natural persons.] 21. Requested Treasury Services Spot Exchange Transaction Forward FX Transaction Online FX Transaction (OTP Trader access) Stock Exchange Spot Transactions BUDAPEST STOCK EXCHANGE (BSE) Deutsche Börse Other Stock Exchange Stock exchange futures BUDAPEST STOCK EXCHANGE (BSE) Other Stock Exchange STOCK EXCHANGE OPTIONS Currency Option Transaction INTEREST RATE SWAP TRANSACTION Inflation Swap Transaction INTEREST RATE OPTIONS Spot Securities Transaction Securities Loan Transactions Individual deposit Futures precious metal (gold and silver) transaction Commodity swap transaction Dual currency structured investment Repo transaction Execution of orders pertaining to spot securities transactions outside the stock exchange [This paragraph is applicable for Business Partners not qualified as natural persons, provided Treasury Services subject to EMIR reporting have been selected.] 22. LEI code provided by the Business Partner LEI code: 23. Account numbers used for the settlement of Individual Transactions: Serial No. Invoice number Scheme Type of account 6

7 [This paragraph is applicable for Business Partners not qualified as natural persons.] 24. Would like to conclude an Individual Transaction through the Bloomberg system: Yes/No List of the persons authorized to request offers and conclude transactions on behalf of the Client 25. The persons hereunder are authorized by the Business Partner to request offers and conclude transactions and request the release of extra collateral proportionate to the Individual Transaction(s) concluded based on the Master Agreement and requiring higher coverage level. The persons hereunder may determine the subject of the collaterals affected by the proportionate release of collaterals to achieve the higher coverage level. The Business Partner may initiate any change in the persons authorized to request offers and conclude contracts only in writing, by amending the Master Agreement, which modification shall become effective for OTP Bank Plc. once OTP Bank Plc. acknowledges the announcement. [This amendment is applicable for Business Partners qualified as natural persons.] The persons authorized to request quotes and conclude transactions as specified by the Business Partner in the Master Agreement may act on behalf of the Business Partner with regards to all Treasury Services available to natural persons and listed in the currently active Annex D of the Business Regulation without any limitation. OTP Bank Plc. shall not accept any limitation pertaining to the persons authorized in the Master Agreement to request offers and conclude transactions. Name Treasury Service number Telephone number Authorized contact persons on behalf of OTP Bank Plc.: Name: Position: Postal address: Telefax: By phone: address: The following contact information is used to receive and confirm the transactions concluded: Serial Type Identifier No. Postal address: Annexes to the Master Agreement: 1. Business Regulations (and the referenced business regulations, annexes and notices) 7

8 2. Fees and costs of Treasury Services 3. Informational documents as per the Investment Enterprises Act MiFID customer information This Master Agreement has been prepared in 3 original copies, of which one has been delivered by OTP Bank Plc. to the Business Partner upon execution. Place, [Date]. OTP Bank Plc. Business Partner name 8