Deutsche Bank General Terms and Conditions for Investment Services

Transcription

1 Deutsche Bank General Terms and Conditions for Investment Services

2 Contents 1. Definitions 3 2. Scope and other applicable conditions 5 3. Authorised representatives 6 4. Client classification 6 5. Investment profile 7 6. Risks associated with financial instruments and price information 7 7. Passing on and receiving of orders 8 8. Order execution 8 9. Settlement of transactions Securities cash account Securities-based credit Margin and cover shortfall Costs and tax Custody of financial instruments Dividend, voting rights, preferential rights Pledge and repledging Conflicts of interests Investors compensation and deposit guarantee Reporting Communication Agreement with several persons/legal entities Processing of personal data and provision of information to third parties Liability Amendments to agreement or conditions Transfer Termination of provision of services in respect of a particular trading platform or particular financial instruments Termination of positions in financial instruments, loss of financial instruments Assignment of rights and obligations Termination of agreement Complaints Applicable law and disputes General information regarding the bank General Terms and Conditions for Investment Services

3 1. Definitions 1.1 In these General Terms and Conditions for Investment Services, the following terms shall have the meanings assigned to them below: Advice Agreement Authorised Representative Bank Client Client Agreement Client Form Conditions Conditions Investments via Internet Current Account Custodian Custody Conditions DB Group Discretionary Portfolio Management Execution Only Financial Instruments General Banking Conditions GTCIS Investment Advice and Wealth Advisory Mandate. The Client Agreement(s) and any other agreement concluded in the context of an Investment Service, including the agreements referred to in Section 2.3. The person authorised to represent the Client vis-à-vis the Bank in accordance with Section 3. Deutsche Bank AG, Amsterdam Branch. The counterparty or parties vis-à-vis the Bank as regards an Agreement. The Agreement between the Bank and the Client regarding an Investment Service. The form provided by the Bank on which the Client provides the Bank with information regarding the Client in accordance with Section 5. The conditions that apply in the context of the Investment Service(s) as specified in Section 2. The conditions that apply to Investments via Internet and the Internet Investment Environment, as amended, supplemented, or readopted from time to time in accordance with the provisions they contain. The current account held by the Client with the Bank in favour of which monies may be transferred from the Securities Cash Account and against which monies may be transferred to the Securities Cash Account. Deutsche Custody Global B.V. The conditions that apply to the custody of securities by the Custodian, as amended, supplemented, or readopted from time to time in accordance with the provisions they contain. All entities forming part, either directly or indirectly, of the same group of companies to which the Bank belongs. Managing, at the instruction of the Client and on a discretionary basis, the assets made available by the Client, including the Client s portfolio of Financial Instruments. The receipt and passing on of orders and/or the execution of orders from the Client regarding Financial Instruments, without this involving Advice. The Financial Instruments as defined in Section 1:1 of the (Dutch) Financial Supervision Act (Wft), including but not limited to marketable securities, money market instruments, rights of participation in investment institutions, and certain derivatives contracts (for example options, swaps, or interest rate futures contracts). The General Banking Conditions as filed at the registry of the Amsterdam District Court on 27 July 2009, and as amended, supplemented, or readopted from time to time in accordance with the provisions they contain. These General Terms and Conditions for Investment Services, as amended, supplemented, or readopted from time to time in accordance with Section 24. General Terms and Conditions for Investment Services 03

4 Information Document Investments The Deutsche Bank AG, Amsterdam Branch Investment Services Infor mation Document Investments (Informatiedocument Beleggingsdienstverlening Deutsche Bank AG, Amsterdam Branch) published on the Website and comprising important information for the Client regarding, for example, the general risks involved in investing, the features, nature, and risks involved in Financial Instruments (and transactions in Financial Instruments), and practical information regarding the Investment Service(s). Internet Investment Environment The secure internet environment within which the Client can make use of Investments via Internet. Investment Account Investment Advice Investment Services Investments via Internet KiFID Margin Order Execution and Placement Policy Pricing Schedule Privacy and Cookie Statement Securities Account Securities-based Credit Securities Cash Account Signatories List Investment Services The Securities Cash Account and the Securities Account. The provision, either at the Client s request or at the initiative of the Bank, of personalised recommendations to the Client regarding transactions in Financial Instruments. All services provided by the Bank regarding the performance of transactions in Financial Instruments at the request and for the account of the Client, consisting of Execution Only, Advice, and/or Discretionary Portfolio Management. The use by the Client of the Investment Service(s) and everything associated therewith via the internet environment made available for the Client by the Bank or by an entity forming part of the DB Group. The (Dutch) Financial Services Complaints Authority (Klachteninstituut Financiële Dienstverlening). The security in the form of a blocked amount in the Securities Cash Account or in the form of blocked Financial Instruments in the Securities Account that the Bank requires in connection with the current value and/or the value expected by the Bank of the Client s financial obligations pursuant to an Agreement and/or the Conditions. The Deutsche Bank AG, Amsterdam Branch Order Execution and Placement Policy (Orderuitvoerings- en plaatsingsbeleid Deutsche Bank AG, Amsterdam Branch), comprising information for the Client regarding the manner in which the Bank complies with its statutory best execution obligation vis-à-vis the Client and that is published on the Website, and as amended, supplemented, or readopted from time to time in accordance with Section 8. The overview of the costs in connection with the Investment Service(s), as published on the Website and as amended, supplemented, or readopted from time to time in accordance with Section 13. The Bank s policy regarding the processing of personal data in the context of the Investment Service(s), as published on the Website and as amended, supplemented, or readopted from time to time in accordance with Section 22. The account held by the Client with the Bank in the context of the Investment Service(s) in which the Financial Instruments belonging to the Client are administered and from which the Financial Instruments owed by the Client are debited. The credit that the Bank can make available to the Client against the security of Financial Instruments and with which the Client can perform transactions in Financial Instruments. The account held by the Client with the Bank in the context of the Investment Service(s) to which the monies belonging to the Client are credited and from which the amounts owed by the Client are debited. The form provided by the Bank on which the Client can indicate which persons are authorised to represent the Client towards the Bank in accordance with Section General Terms and Conditions for Investment Services

5 Spending Limit Supervisory Authority Wealth Advisory Mandate Website Website Conditions Wft Working Day Any positive balance in the Securities Cash Account (i) plus any agreed credit limit and (ii) minus the Margin and (iii) minus the amounts involved in orders that have already been passed on at the Client s expense but are not yet completed. The Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten), the Dutch Central Bank (De Nederlandsche Bank N.V.), and/or a foreign supervisory authority. The provision, either at the Client s request or at the initiative of the Bank, of personalised recommendations by the Bank to the Client regarding transactions in Financial Instruments and regarding the Client s portfolio of Financial Instruments. The publicly accessible portion of the Bank s website accessible via The general conditions regarding the use of the Website, as amended, supplemented, or readopted from time to time in accordance with the provisions they contain. The (Dutch) Financial Supervision Act (Wet op het financieel toezicht), as amended from time to time. A day on which the Bank and, if applicable, another party involved in providing an Investment Service is open in order to perform the work required for that purpose. 1.2 Unless the context clearly requires otherwise, references in these GTCIS to a section shall be references to sections of these GTCIS. 1.3 English language words used in these GTCIS intend to describe Dutch legal concepts. The Dutch legal concepts concerned may not be identical in meaning to the concept described by the Dutch terms as they exist under the law of other jurisdictions. In the event of a conflict or inconsistency, the relevant expression shall be deemed to refer only to the Dutch legal concepts described by the English terms. 2. Scope and other applicable conditions 2.1 These GTCIS shall apply to the Investment Service(s). 2.2 Unless otherwise provided in these GTCIS, the General Banking Conditions shall also apply to the Investment Service(s). 2.3 For certain services (for example Securities-based Credit) and investment products, the Client will be required to sign separate agreements (sometimes accompanied by separate conditions) before the Client can be provided with the service or product. 2.4 In the event of any conflict between the various applicable conditions and other documents, the conditions higher in the list below shall take precedence over the conditions lower down the list below: a. the agreement(s) and/or conditions specified in Section 2.3; b. a Client Agreement; c. these GTCIS; d. the Custody Conditions; e. the Conditions Investments via Internet; f. the Website Conditions; g. the General Banking Conditions. 2.5 In addition to the conditions set by the Bank, transactions in Financial Instruments shall also be subject to the rules and conditions of the trading platform where the Financial Instruments are traded and/or of the relevant settlement system. General Terms and Conditions for Investment Services 05

6 3. Authorised representatives 3.1 The Client may authorize one or more persons by means of the Signatories List Investment Services to represent the Client as regards the Investment Service(s) and, if applicable, as regards the Securities-based Credit. The Signatories List Investment Services and all changes thereto shall be signed by the person(s) who is/are authorised to represent the Client as appears from the Client s registration in the Trade Register of the Chamber of Commerce. 3.2 The Client shall specify on the Signatories List Investment Services the legal acts and the management and/ or disposal acts for which each Authorised Representative is authorised. Restrictions on the authorisation shall apply only if approved in writing by the Bank. 3.3 An authorisation granted by the Client shall be independent of anything that may have been recorded or published in the Trade Register of the Chamber of Commerce or elsewhere regarding authorisations granted or revoked by the Client. The Bank shall have the power to act in accordance with, and to rely on, the Signatories List Investment Services most recently submitted by the Client, but also on anything that may have been recorded or published in the Trade Register of the Chamber of Commerce or elsewhere regarding authorisations granted or revoked by the Client. 3.4 The Authorised Representative shall be bound by an Agreement and the Conditions in the same way as the Client. The Client shall be bound as regards transactions in Financial Instruments or other legal acts and management and/or disposal acts performed by the Authorised Representative. 3.5 The Authorised Representative shall not be empowered to transfer the authorisation granted to him/her/it to other persons. 3.6 An authorisation granted by the Client shall remain in force until the Client has withdrawn the authorisation in writing and the Bank has confirmed in writing that it has received said withdrawal. 4. Client classification 4.1 When the Investment Service(s) commence(s), the Bank shall classify the Client as a non-professional investor, professional investor, or eligible counterparty. The Bank will notify the Client of said classification. Said classification shall determine the extent of the protection observed by the Bank regarding the Client. 4.2 The Client may request the Bank to assign him/her/it a different classification than that which was originally assigned. The Bank reserves the right to refuse such request, or to accept such request subject to certain conditions. The Bank shall only honour a request for a different classification if said request relates to the entire relationship with the Client and not if said request relates to specific Financial Instruments or specific transactions. 4.3 Acceptance of the request for a different classification shall, depending on the request in question, lead to the Bank observing a lower or higher level of protection regarding the Client than the level of protection that would apply on the basis of the original classification by the Bank. 4.4 If the Bank accepts the request of a non-professional investor to be treated as a professional investor or an eligible counterparty, the Client shall be obliged to sign a document confirming that he/she/it is aware of the consequences associated with such lower level of protection. The Bank hereby explicitly notifies the Client that acceptance of such request means that the Client will no longer qualify for any payment pursuant to the investor compensation scheme. 4.5 The following provisions shall not apply if the Client has been designated, whether or not at the Client s own request, as an eligible counterparty and the Investment Service consists of Execution Only: Section 5 (client profile), Section 6.3 (obligatory cognisance of risks), and Section 8.2 (execution of orders in accordance with the Order Execution and Placement Policy). 4.6 The Client shall immediately inform the Bank, in writing, of any changes that may affect his/her/its classification as a professional investor or eligible counterparty. The Bank may take appropriate action, including but not limited to assigning a different classification, if the Bank becomes aware that the Client no longer complies with the conditions for classification as a professional investor or eligible counterparty. 06 General Terms and Conditions for Investment Services

7 5. Investment profile 5.1 If the Investment Service consists of Execution Only, the Bank will acquire information from the Client regarding the Client s knowledge and experience by means of the Client Form; the Bank may also acquire information regarding the Client s financial position and/or investment objectives. Based on the information acquired, the Bank will decide whether the Financial Instruments concerned are appropriate for the Client. The Bank reserves the right not to assess such appropriateness if the Investment Service is provided at the initiative of the Client and the orders relate to non-complex Financial Instruments within the meaning of Section 4:24(4) of the Wft. 5.2 The Bank shall warn the Client if the Bank considers, on the basis of the information acquired, that the Financial Instruments involved in the Execution Only are not appropriate for the Client. In warning the Client, the Bank shall also point out that there may be negative consequences for the Client if the Client decides, despite the warning, to perform transactions in Financial Instruments by means of Execution Only which the Bank considers inappropriate. The Bank shall not be liable in respect of any such negative consequences. 5.3 If and in so far as the Investment Service consists of Advice or Discretionary Portfolio Management, the Bank will acquire information from the Client by means of the Client Form regarding the Client s financial position, knowledge, experience, investment objectives, and willingness to accept risks. The Bank shall ensure that the Advice and/or Discretionary Portfolio Management is/are also based, as far as reasonably possible, on said information. 5.4 If and in so far as the Client has, in accordance with Section 3.1 and 3.3 by means of the Signatories List Investment Services, empowered an Authorised Representative to represent the Client as regards giving orders, the Bank shall also acquire information regarding the knowledge and experience of said Authorised Representative. 5.5 The Bank may decide not to provide certain Investment Services for the Client or not to provide Investment Services for the Client in respect of certain Financial Instruments if the information acquired in accordance with this Section 5 gives the Bank reason for this. 5.6 The Client shall be obliged to provide all the information requested by the Bank and to notify the Bank immediately, in writing, of any changes in the information provided to the Bank in accordance with this Section 5. The Bank hereby explicitly notifies the Client that providing incorrect and/or incomplete information pursuant to this Section 5 may lead to the Bank being unable to assess the appropriateness or suitability of the orders given by the Client or to the Bank being unable to provide the Investment Service(s) in the optimum manner. This may have negative consequences for the Client. The Bank shall not be liable in respect of any such negative consequences. 5.7 The Bank may operate on the basis of the information most recently received by it from the Client in accordance with this Section 5 and shall not be required to investigate the correctness of said information or to check during the provision of the Investment Service(s) whether the information provided is still up to date. 6. Risks associated with financial instruments and price information 6.1 All types of Financial Instruments have their own features and risks. Amongst other things, the Information Document Investments explains the features, nature, and risks associated with the various types of Financial Instruments. 6.2 In addition to the Information Document Investments, the product specifications and the information provided pursuant to law including (if applicable) the prospectus, the financial information leaflet, and/ or the key investor Information Document Investments give more information regarding the features and risks of specific Financial Instruments. If applicable, the Bank will provide the Client with the key investor Information Document Investments. The Bank will provide the other product specifications and information if so requested by the Client. General Terms and Conditions for Investment Services 07

8 6.3 Before giving an order to the Bank, the Client shall be obliged to take note of the information within the meaning of Sections 6.1 and 6.2 and also to obtain all other information that is relevant in connection with the Financial Instrument and the order. Information regarding the order shall include, amongst other things, information regarding the trading platform where the order will be executed, the relevant settlement system, the trade in the Financial Instrument, and, if applicable, the underlying enterprise. 6.4 Price information to which the Client has access via Investments via Internet shall be solely for the Client s own use. The Client shall not be permitted to distribute said information further or to republish it. 6.5 The Client is aware and accepts that price information is not always in real time and that price information does not always continually represent the applicable price at the moment when the price information is consulted. The Client is aware and accepts that price information designated as being real time is sometimes displayed with a certain delay, for example because of delays in transmission. This means that the prices displayed may differ from the current prices. 7. Passing on and receiving of orders 7.1 The Client can give orders to the Bank by means of Investments via Internet. 7.2 In the case of Execution Only, the Client may pass on orders by telephone via his/her/its relationship manager only in the event of a malfunction on the part of the Bank regarding Investments via Internet and the Internet Investment Environment. 7.3 In the case of Investment Advice, the Client may give orders to the Bank either by means of Investments via Internet or by telephone via his/her/its investment manager. The Bank can verify orders given this way as specified in the Information Document Investments. The Bank shall be entitled to impose additional charges for passing on orders from the Client otherwise than by means of Investments via Internet. 7.4 In the case of Wealth Advisory Mandate, the Client may only give orders to the Bank by telephone via his/her/its investment manager. The Bank can verify orders given this way as specified in the Information Document Investments. 7.5 The Bank may impose conditions for the giving of orders, including but not limited to the condition that when giving an order the Client must specify a price and/or time limit. 7.6 An order can only be cancelled if it has not yet been executed. This means that if execution of the order has commenced, only that part of the order that has not yet been executed can be cancelled, and then only to the extent that such cancellation is possible. The Client may only cancel an order in the manner and within the period specified in the Information Document Investments. The Bank shall not be obliged to cancel orders but will take reasonable measures to effectuate cancellation. 7.7 Should the Bank not receive full instructions from the Client in due time, the Bank shall be entitled, but not obliged, to perform management and disposal acts regarding the Financial Instruments at the expense and risk of the Client and to make those choices that it considers to be most reasonable. 8. Order execution 8.1 The Bank shall be entitled to make use of third parties when executing orders. 8.2 Orders shall be executed in accordance with the Bank s Order Execution and Placement Policy. The Bank shall be entitled to amend said Order Execution and Placement Policy from time to time. Amendments shall enter into force with effect from the day when the amended Order Execution and Placement Policy is placed on the Website. 8.3 An order shall be executed at the expense and risk of the Client, even if the Bank contracts in its own name in regard of such order. 08 General Terms and Conditions for Investment Services

9 8.4 If and in so far as the Investment Service consists of Execution Only or Advice, orders given by the Client shall only be executed after they have been verified. 8.5 The Bank shall be entitled to refrain from executing an order given by the Client (or from causing such order to be executed) if: a. the order does not meet the conditions within the meaning of Section 7.5; b. the Bank deems the order unclear; c. the order has not been received in time; d. the order is contrary to legislation or regulations, or to the rules of (i) the trading platform where it is to be executed or (ii) the relevant settlement system; e. execution of the order is contrary to the Bank s Order Execution and Placement Policy; f. the information regarding the Client acquired pursuant to Section 5 gives reason to refrain from executing the order; g. the Bank considers that execution of the order would have negative consequences for the position of the Bank; h. the Spending Limit is insufficient to completely meet the financial obligations arising from the order, whereby the Bank will take account of the Margin and the Securities-based Credit; i. the Client fails to meet his/her/its obligations pursuant to an Agreement and/or the Conditions; and/or j. the Bank suspects misuse or other irregularities. 8.6 The Client agrees that the Bank may combine orders from a number of clients, in which case the orders will not be submitted immediately to the relevant trading platform for execution. The Bank will only make use of this right if combining orders is unlikely to be disadvantageous to the Client. However, the possibility cannot be excluded that combining orders may be disadvantageous to the Client in a specific case. If the Bank is unable to execute combined orders completely, the Financial Instruments concerned will be allocated in accordance with the Order Execution and Placement Policy. 8.7 The Client shall be obliged to immediately check the information provided by the Bank regarding executed orders without delay. If the Client considers that an order has not been executed or has been executed incorrectly, the Client must immediately notify the Bank to that effect and must immediately take measures to limit any loss/damage to the Client that may arise as a result. 9. Settlement of transactions 9.1 The Bank will only credit the Securities Account with the Financial Instruments purchased in connection with an executed order against a simultaneous debit to the Securities Cash Account of the amount due for the purchase. 9.2 The Bank will only debit the Financial Instruments sold in connection with an executed order to the Securities Account against a simultaneous crediting the Securities Cash Account with the amount received for the sale. 9.3 Delivery of Financial Instruments is dependent on the deadlines for settlement on the relevant trading platform or settlement system and may take several days. This applies both to purchase transactions and sale transactions. 9.4 The Bank shall never be obliged to disburse a higher amount or more Financial Instruments to the Client than the Bank has received in respect of the Financial Instruments held on behalf of the Client. 9.5 The Bank will provide the Client with a financial instruments statement containing information regarding the execution of orders and the amounts owed by the Client for execution. 9.6 The Client hereby grants the Bank consent and, in so far as necessary, authorises the Bank to reverse amounts credited to the Investment Account that have been credited unjustly or as the result of an error. Said consent and authorisation shall be effective even if there is a negative balance in the Securities Cash Account. General Terms and Conditions for Investment Services 09

10 10. Securities cash account 10.1 The Bank shall hold a Securities Cash Account in its records in the name of the Client The Client may only make credits and debits to/from the Securities Cash Account by means of the Current Account. The Client may only alter the Current Account with the prior written consent of the Bank The Bank shall be entitled to refuse an instruction from the Client to effectuate a transfer from or to the Securities Cash Account if such instruction is unclear or incomplete or if the Bank suspects misuse or other irregularities The Bank will debit amounts owed by the Client to the Securities Cash Account and will credit amounts received by the Client to the Securities Cash Account The Securities Cash Account may only display a negative balance (i.e. be in the red ) if the Bank has made a Securities-based Credit available to the Client If no Securities-based Credit has been made available to the Client, a negative balance will automatically mean that a negative Spending Limit has arisen. If a Securities-based Credit has been made available to the Client, a negative Spending Limit will arise if the negative balance is greater than the Securities-based Credit provided. The Bank shall be entitled to charge penalty interest from the moment when a negative Spending Limit has arisen in the Securities Cash Account. The penalty interest charged by the Bank will be published on the Website. The Bank will charge the penalty interest to the Client at the end of each quarter The Bank shall be entitled to debit the Securities Cash Account in respect of the Client s obligations pursuant to an Agreement and/or the Conditions. In the event of a deficit in the Securities Cash Account, the Bank shall be entitled to debit the Current Account in respect of the Client s obligations pursuant to an Agreement and/or the Conditions. 11. Securities-based credit The Bank can provide the Client with a Securities-based Credit. The Bank shall be entitled to limit or withdraw said Securities-based Credit at any time. 12. Margin and cover shortfall 12.1 The Bank may from time to time block the Investment Account and/or the Current Account, wholly or partly, in order to comply with the Client s obligation to provide Margin. Such block shall mean that the Client is not authorised, without the Bank s prior written consent, to withdraw monies from the blocked part of the Securities Cash Account and/or the Current Account or to withdraw Financial Instruments from the blocked part of the Securities Account The Bank shall determine the Margin that the Client must provide on the basis of the current value and/ or the value expected by the Bank of the Client s financial obligations pursuant to an Agreement and/or the Conditions. The Bank shall be entitled to change the extent of the Margin in accordance with altered circumstances The Bank shall warn the Client if the Bank considers that the Margin is insufficient or will become insufficient given the current value and/or the value expected by the Bank of the Client s financial obligations pursuant to an Agreement and/or the Conditions. In such case, the Client shall be obliged to provide additional security, at the Bank s first request, in order to neutralise the cover shortfall The Client shall not be permitted to enter into new transactions while there is a cover shortfall within the meaning of Section General Terms and Conditions for Investment Services

11 12.5 If the Client fails to provide additional security within the meaning of Section 12.3 within the period set by the Bank, the Bank shall be entitled to take measures on behalf of the Client to neutralise the cover shortfall. Such measures include closing option positions and/or selling some of the Client s Financial Instruments, and are at the discretion of the Bank. If required, the Client shall authorise the Bank to take such measures as the Bank considers necessary to neutralise the cover shortfall If a debt remains outstanding after the measures within the meaning of Section 12.5 have been taken, the Bank may notify the National Credit Register (Stichting Bureau Kredietregistratie) hereof. Said notification may have negative consequences for the approval of future applications for credit by the Client to the Bank or to other institutions. Any collection costs involved with recovering a residual debt shall be charged to the Client. 13. Costs and tax 13.1 The Bank shall charge fees and costs to the Client for the Investment Service(s) and, if applicable, for the Securities-based Credit. The Bank shall notify the Client of said fees and costs by means of the Pricing Schedule The Bank shall be entitled to amend the Pricing Schedule within the meaning of Section Amended costs may be charged with immediate effect without prior notification as soon as the Pricing Schedule has been published on the Website Costs incurred by the Bank at law and otherwise as a result of the Bank being involved in proceedings or disputes between the Client and a third party, shall be charged to the Client. The same applies to all costs for dealing with a seizure of the Investment Account The Bank shall be entitled to debit the fees and costs within the meaning of this Section 13 to the Securities Cash Account and/or the Current Account Unless provided otherwise by a provision of law or a written agreement, all taxes, levies, etc., relating to the Investment Service(s) and/or the Financial Instruments shall be at the expense and risk of the Client. 14. Custody of financial instruments 14.1 The custody of Financial Instruments forming part of a collective deposit within the meaning of the (Dutch) Securities Giro Transfer Act (Wet giraal effectenverkeer) held by the Bank shall be subject to the provisions of said act. The Bank shall be charged with the administration arising from the management of the Financial Instruments within the meaning of this section With the exception of identifiable Financial Instruments, options and other derivatives, custody of all other Financial Instruments shall be undertaken by the Custodian. Custody and administration of said Financial Instruments shall be subject to the Custody Conditions. The Bank shall be entitled to make use of third parties for the custody of Financial Instruments The Client is aware that in the event of non-performance or insolvency of the third parties referred to in Section 14.2 it is possible that the Client will not recover some or all of his/her/its Financial Instruments. A third party may administer Financial Instruments held for the Client in a collective account (omnibus account). In that case, it is possible in the event of non-performance or insolvency of said third party, or if shortages arise in said collective account, that the Client will not recover some or all of his/her/its Financial Instruments. It is possible that the national law that applies to the third party with which Financial Instruments are held may make it impossible to distinguish said Financial Instruments from Financial Instruments that said third party holds for itself or for other the Clients of the Bank The Client is aware that if the Bank causes a third party to hold custody of Financial Instruments or monies in a state located outside the European Economic Area, the Client s rights in respect of said Financial Instruments or monies may differ from the rights that the Client would have if said Financial Instruments or monies were held within the European Economic Area. General Terms and Conditions for Investment Services 11

12 15. Dividend, voting rights, preferential rights If the Client wishes to attend a meeting of shareholders, to exercise his/her/its voting rights or any other rights associated with a share or other Financial Instrument administered in the Client s Securities Account, the Client may submit a request to the Bank to be enabled to do so in the manner and within the period specified in the Information Document Investments. The Bank shall be entitled to impose charges or attach further conditions to compliance with such requests if the Bank considers such to be reasonable in order to protect the Bank s position. 16. Pledge and repledging 16.1 As security for everything that the Bank can or will be able to claim from the Client, at any time and on any basis whatsoever, (the Claims to Be Secured ), the Client, by signing the Agreement, pledges the following to the Bank: a. all his/her/its present and future shares in the collective deposits held by the Bank within the meaning of the Securities Giro Transfer Act and all present and future claims pursuant to or associated with the Financial Instruments to which the relevant shares in the collective deposits relate; b. the Financial Instruments held or to be hold in custody in the Client s name pursuant to Section 14.2 in so far as these have been or will be individualised for the Client by the Custodian or by a third party, as well as the present and future rights vis-à-vis the Custodian or a third party arising from the holding in custody on behalf of the Client by the Custodian or a third party of the Financial Instruments that have not or will not be individualised for the Client by the Custodian or a third party; c. other Financial Instruments, goods or securities that the Bank, the Custodian, or a third party holds or will receive for/from the Client on any basis whatsoever; d. all claims that the Client may assert vis-à-vis the Bank, now or at any time, pursuant to the monetary assets held, now or at any time, in the Securities Cash Account in favour of the Client, or in any other way present or booked; with the Bank accepting such pledge by opening an Investment Account. All the above-mentioned claims and Financial Instruments that the Client pledges to the Bank pursuant to the present Section 16.1, including all associated ancillary rights and dependent rights, shall be referred to below as the Goods to be Pledged The Client guarantees that he/she/it is entitled to effectuate such pledge and that the Goods to be Pledged are or will be free of rights and claims by parties other than the Bank The pledge within the meaning of Section 16.1 shall only be effectuated if the Goods to be Pledged have not already been pledged to the Bank as security for the Claims to be Secured. In that case, the pledge already established shall continue to apply in full The Client irrevocably authorises the Bank (with the right of substitution) to pledge the Goods to be Pledged to itself, on behalf of the Client, if applicable repeatedly, and to do everything appropriate in connection with such pledge Notification of the pledge shall be given, as far as necessary, by the Client signing the Agreement. In so far as this pledge has not already been established, the Agreement, after being accepted by the Bank, shall also constitute a deed of pledge in this regard The Bank shall be entitled to refuse the delivery of some or all of the pledged goods if and in so far as the Client owes or will owe any debt to the Bank, on any basis whatsoever The Client shall be obliged to provide additional security, at the Bank s first request, for the Client s obligations vis-à-vis the Bank The Bank shall be entitled to repledge the Financial Instruments and other property rights that have been pledged to it as security for a debt that the Bank has vis-à-vis third parties if (i) such repledging is only to the extent that the Bank requires as security for what it claims or can claim from the Client at the moment of repledging (whether or not due and payable) and (ii) the repledged Financial Instruments and other property rights are not the subject of repledging by the Bank immediately after repayment of the debt by the Bank. 12 General Terms and Conditions for Investment Services

13 17. Conflicts of interests The Bank s policy regarding preventing and dealing with conflicts of interests is available on the Website. 18. Investors compensation and deposit guarantee The Bank is subject to the rules of the investors compensation scheme and the deposit guarantee scheme. More information about these rules is available on the website of the Dutch Central Bank ( 19. Reporting 19.1 The Bank will provide the Client with financial instruments statements, transaction confirmations, and periodic overviews as detailed in the Information Document Investments If the Client does not dispute the content of the financial instruments statements and transaction confirmations within the meaning of Section 19.1 within ten (10) Working Days after the confirmation has been displayed within the Internet Investment Environment, the content of said securities statements and transaction confirmations shall be deemed to have been approved by the Client The Bank will make said transaction confirmations and periodic overviews within the meaning of Section 19.1 available to the Client via the Internet Investment Environment. The Bank may agree, on request, to send transaction confirmations and periodic overviews by regular mail. The Bank shall not be obliged to do so and may make charges for doing so The Client shall be obliged to check the correctness of all overviews and other data (for example regarding transactions that have been executed) that have been provided to him/her/it by or on behalf of the Bank, in any manner whatsoever, immediately upon receiving such. The Client shall be obliged to immediately notify the Bank in writing if he/she/it identifies an error and/or omission. If the Client makes use of Investments via Internet, the Client shall also be obliged to regularly log in to the Internet Investment Environment, at least once every ten (10) Working Days, to inspect his/her/its details and to check whether the Bank has communicated with the Client in this manner. 20. Communication 20.1 The Client shall comply with the Bank s instructions regarding the manner for providing information to the Bank that is required by an Agreement and/or the Conditions The Client agrees that the Bank may correspond with the Client as follows: a in writing, which shall be taken to mean a written document, an message, a fax message, and/ or a message placed on the Website or to the Internet Investment Environment; b. by telephone (including a text message); c. orally; and d. in another manner agreed on with the Bank The Client may communicate with the Bank in the languages as specified in the Information Document Investments Information regarding the balance in the Investment Account that is provided electronically on a day that is not a Working Day or after 5 p.m. on a Working Day may differ from the actual balance in the account concerned at that moment The Client hereby agrees that the Bank may provide information regarding the Investment Service(s) that is not specifically addressed to the Client via the Internet Investment Environment and/or the Website The Client may correspond with the Bank as follows: a. in writing, which shall be taken to mean a written document or an message; b. by telephone (including a text message); c. orally; and d. in another manner agreed on with the Bank. General Terms and Conditions for Investment Services 13

14 20.7 The Bank may operate on the basis of any message or other statement that the Bank may reasonably trust to be from the Client, regardless of the manner in which such statement is made The Bank may consider messages or statements from the Client that are incomplete or unclear as not having been received. In relevant cases, the Bank may contact the Client, but shall not be obliged to do so. 21. Agreement with several persons/legal entities 21.1 If an Agreement is entered into between the Bank and several Clients, each of these Clients shall be separately and independently entitled to perform legal acts and management and/or disposal acts, including but not limited to giving orders to the Bank in the context of an Investment Service. All Clients that are a party to the relevant Agreement shall be bound as regards transactions in Financial Instruments or other legal acts and management and/or disposal acts performed by another Client that is a party to the Agreement An Agreement entered into between the Bank and several Clients shall terminate according to the provisions of Section 29 if one of the Clients concerned terminates the Agreement in accordance with Section Section 21.1 shall not prejudice the Bank s competence to require the cooperation of all Clients that have entered into the Agreement, should the Bank consider such to be necessary in order to guarantee its rights and interests Each person designated as a Client pursuant to an Agreement shall be jointly and severally liable for the Client s obligations vis-à-vis the Bank pursuant to the relevant Agreement and/or the Conditions. 22. Processing of personal data and provision of information to third parties 22.1 The Bank shall process the Client s personal data in accordance with the Privacy and Cookie Statement. By entering into an Agreement, the Client accepts that his/her/its personal data is or will be processed in accordance with the Privacy and Cookie Statement. The Bank shall be entitled to amend said Privacy and Cookie Statement from time to time. Amendments shall enter into force with effect from the day when the amended Privacy and Cookie Statement is published on the Website The Client hereby agrees that the Bank is required to disclose information in connection with the Investment Service(s) and the Bank s relationship with the Client in certain circumstances, including but not limited to the following: (i) if the Bank is obliged to do so by an applicable act of parliament, legal provision, or other regulation, or by a court order or similar order that is enforceable in the relevant jurisdiction; (ii) if the Bank is obliged to do so by any professional organisation or self-regulating organisation (governmental or otherwise), a Supervisory Authority, or by a court order or similar order that is enforceable in the relevant jurisdiction; (iii) if the Bank is obliged to do so by any department or service of the Dutch government or of any other government department or service in the relevant jurisdiction In providing information to third parties within the meaning of Section 22.2, the Bank may be required to observe confidentiality. Partly in that connection, the Bank shall never be required to notify the Client of the provision of information within the meaning of Section Liability 23.1 The Bank shall not be liable vis-à-vis the Client in respect of any loss/damage whatsoever except for loss/ damage that is the direct result of wilful misconduct or gross negligence on the part of the Bank. The Bank shall never be liable for indirect or consequential damage, which shall be taken to mean in any case lost profits, savings missed out on, and other benefits not realised or disadvantages incurred indirectly The Bank shall not be liable in respect of any loss/damage resulting from a decrease or increase of the value of Financial Instruments. 14 General Terms and Conditions for Investment Services

15 23.3 The Bank shall not be liable for any loss/damage of any kind whatsoever that is the result of force majeure within the meaning of Section 6:75 of the Dutch Civil Code (Burgerlijk Wetboek), which shall include, but not be limited to, the following: a. international conflicts; b. terrorist action or other violent or armed action; c. natural or environmental disasters; d. measures imposed by any domestic, foreign, or international authority; e. measures imposed by a supervisory body; f. boycotts; g. industrial action and strikes at third parties or among its own personnel; and h. disruptions in the electricity supply, in communication connections, or in equipment or software belonging to the Bank or third parties The Bank shall attempt to secure the availability and functioning of its relevant websites, equipment, and software as far as possible. The Bank shall not be liable, however, in respect of any loss/damage sustained by the Client as a result of: a. the non-availability or the incorrect or incomplete functioning of any website, systems, the internet, and/or networks (including telecommunication networks); b. the use of any website and/or misunderstandings, delays, damage to the integrity of data, or the incorrect or incomplete transmission of messages or execution of orders; c. a breach in the performance of the Bank s obligations pursuant to any agreement(s) that is attributable to a third party engaged by the Bank; and/or d. a specific instruction by the Client in respect of the execution of an order The Bank shall not be liable in respect of loss/damage sustained by the Client as a result of or in connection with measures imposed by third parties, including but not limited to amendments to legislation or regulations, measures imposed by the Supervisory Authority, or changes to the rules or conditions of the trading platforms or settlement systems where the Financial Instruments are traded or settled. The Bank shall also not be liable in respect of loss/damage sustained by the Client as a result of measures that the Bank finds it necessary to take as a result of exceptional circumstances The Bank shall not be liable for loss/damage sustained by the Client as a result of shortcomings on the part of third parties engaged by the Bank unless the Client provides evidence that the Bank failed to exercise due care in selecting the third party concerned. The Bank shall also not be liable in respect of shortcomings on the part of a trading platform, settlement system, payment system, or national/international custody institution. If the Bank is not liable in respect of a shortcoming on the part of a third party and the Client has sustained loss/damage, the Bank, if so requested by the Client, shall provide reasonable assistance as regards the Client s attempts to rectify such loss/damage The Bank s liability shall in all cases be limited to the purchase price of the Financial Instruments concerned The Client indemnifies the Bank in respect of all claims asserted by third parties that arise from action taken by the Bank in accordance with the Agreement and/or the Conditions, unless said claims are the result of an intentional act or omission or gross negligence on the part of the Bank The Client acknowledges that the Bank (also) provides Investment Services in respect of Financial Instruments for which the Bank is not the provider. The Client acknowledges that the Bank is not liable in any way whatsoever for such Financial Instruments or for the information made available by the relevant provider If the Client considers that the Bank has failed to comply with its obligations vis-à-vis the Client pursuant to an Agreement or the Conditions, the Client shall be obliged to immediately take measures to limit any loss/ damage that may arise as a result, regardless of the outcome of any dispute and any liability on the part of the Bank. General Terms and Conditions for Investment Services 15