Contractual version in force. For the following banks of the Intesa Sanpaolo Group. Intesa Sanpaolo S.p.A. Banco di Napoli S.p.A.

Transcription

1 Contractual version in force For the following banks of the Intesa Sanpaolo Group Intesa Sanpaolo S.p.A. Banco di Napoli S.p.A. Cassa di Risparmio del Veneto S.p.A. Banca CR Firenze S.p.A. Cassa di Risparmio in Bologna S.p.A. Cassa di Risparmio del Friuli Venezia Giulia S.p.A. Cassa dei Risparmi di Forlì e della Romagna S.p.A. Cassa di Risparmio di Pistoia e della Lucchesia S.p.A. Banca Prossima S.p.A.

2 CORPORATE DIVISION CONTRACT GOVERNING THE PROVISION OF INVESTMENT SERVICES NO. AND ADDITIONAL SERVICES NSG Held in the name of: Relationships The NSG is an internal code of the Bank that ties together all of the relationships in effect with the Bank held in the same name. In cases of trusts, the tie refers to the trust mandate number. The Contract governing the provision of investment services and additional services ( Contract ) governs the Investment Services (as defined below), the account positions ( Account Positions ), the deposit of securities and financial instruments for custody and administration ( Administered Deposit ), the repurchase agreements ( Repos ), the securities lending agreements ( Securities Lending ) and is made up of two parts: First Part Second Part contains this request for activation of a specific service ( Request ); contains the contractual provisions ( Contractual Provisions ) applicable to the services requested by the Customer also subsequently to signing the Second Part and the Information (as defined below). The Second Part is delivered to the Customer, together with the First Part, at the time of concluding the first contract relating to a service. In case of amendment of the contractual provisions, the Customer shall sign a new Second Part at the time of requesting the activation of an additional specific service, if the relevant amendments are not contained in the Request. TABLE OF CONTENTS OF THE FIRST PART REQUEST FOR A SPECIFIC SERVICE SUMMARY DOCUMENT SECTION INFORMATION DOCUMENT SECTION IDENTIFICATION DATA SECTION RECITALS SECTION CUSTOMER'S DECISIONS SECTION PROVISION OF INVESTMENT SERVICES DEPOSIT OF SECURITIES AND FINANCIAL INSTRUMENTS FOR CUSTODY AND ADMINISTRATION AND CAPITAL GAIN TAX REGIME ACCOUNT POSITION AND CAPITAL GAIN TAX REGIME SECTION ON AMENDMENTS TO CONTRACTUAL PROVISIONS AND INFORMATION REPORTED IN THE SECOND PART ACCEPTANCE SECTION SIGNATURES SECTION CUSTOMER S SIGNATURE CUSTOMER S SIGNATURE ON RECEIPT OF A COPY OF THE CONTRACT BANK S SIGNATURE SUMMARY DOCUMENT SECTION OMISSIS INFORMATION DOCUMENT SECTION OMISSIS

3 IDENTIFICATION DATA SECTION OMISSIS RECITALS SECTION In relation to the Contract, the Customer declares that the following explanations have been provided by the Bank: - the regulations regarding financial intermediation: o govern the rendering of the investment advisory service, defining as such the rendering of personalized recommendations to customers on the subject of investments and financial instruments. A personal recommendation is duly provided by the Bank only if it concerns a transaction that suits the Customer based on the information provided by it as regards its knowledge and experience regarding investments, the specific type of recommended product or service and its financial situation, including the ability to suffer losses, and its investment objectives, including the risk appetite; when providing a personal recommendation, the Bank provides the Customer with a declaration of appropriateness; o govern the provision of investment services with appropriateness test with respect to which the Bank assesses, based on the information provided by the Customer, whether the Customer has the necessary level of knowledge and experience regarding investments in order to understand the risk of the specific transaction (appropriateness test), and warns it in case of inappropriateness; o govern the cases in which the investment services may be provided without appropriateness test in case the Customer refuses to provide the information specified in the points above, and thus without the Bank being required to warn that the product/service is not appropriate; - the investment advisory service is performed by the Bank towards the Customer of the Corporate Division ( Corporate Customer ) exclusively in relation to the derivative financial instruments as defined in Attachment I, Section C, points 4 to 10 of the Consolidated Law on Finance, not traded in a trading venue as defined in the same Consolidated Law on Finance ( OTC Derivatives ); - the investment advisory service is provided by the Bank on a non independent basis only; namely: o the Bank makes personal recommendations, on its own initiative or upon the Customer s request, concerning the OTC Derivatives it creates, issuing the relevant declaration of appropriateness; o the Bank periodically assesses the consistency of the existing OTC Derivatives with the Customer with respect to the underlying debt/credit position; - the appropriateness test may be carried out by the Bank only after acquiring the information ( Profiling ) needed to define the financial profile of the Customer ( Financial Profile ) from the Customer. In particular, as better specified in the Second Part, the Bank acquires: o from the Retail Customer and from each delegated party, the information regarding the specific knowledge and experience pertaining to investments through the document Analysis of Knowledge and Experience ; o exclusively from the Retail customer, the information regarding the financial situation, including its ability to incur losses, its investment objectives, including its tolerance to risk, also through the document Analysis of investment objectives ; o from the Professional Customer by right, as defined in Attachment II.I of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 and the relevant implementation regulation, only the information relating to the investment objectives, including its tolerance to risk, through the document Analysis of investment objectives, since the Bank assumes that the Professional customer has the level of experience and knowledge needed to understand the risks of the transactions recommended or performed and that it is financially able to withstand the related risks that are compatible with its investment objectives; o from the Professional Customer on request, as defined in Attachment II.II of the above-mentioned regulation, the information relating to the investment objectives, including its tolerance to risk, the information relating to its financial situation and the specific information required by law to perform the fitness tests the Bank is obliged to run; - the Bank has suitable procedures in place to perform the appropriateness test of the OTC Derivatives with reference to the individual transaction, in order to recommend the Customer investments in line with the Financial Profile attributed by the Bank based on the Profiling and taking into account the underlying debit/credit position or the exposure to the commodity risk of the same Customer; - except for the advisory service concerning investment matters as mentioned above, Chapter II - Investment advisory service of the Regulations Section of the Second Part is not applicable to the Corporate Customer; - the Bank allows the professional Corporate Customer to trade OTC Derivatives outside the advisory system, as appropriate and provided that: o it meets the requirements determined by the Bank from time to time as provided for by the internal regulations approved by the Bank s Bodies; and o it has accepted to trade in OTC Derivatives without the investment advisory service offered by the Bank; and o it uses, for OTC Derivative trading, contract models governed by a law other than the Italian law; - the Bank reserves the right to accept from the professional Corporate Customer the request to perform the following transactions stated with regard to OTC Derivatives: o receive price quotes for specific products or transactions; o structuring OTC Derivatives contracts based on the specific technical characteristics stated by the same Customer; o finalising OTC Derivatives contracts as identified by the Customer as part of the Bank`s product catalogue; o finalising OTC Derivatives contracts as identified by the Customer as part of the various operating hypotheses sent by the Bank to a multitude of customers and, as such, not customised for the same Customer; o finalising OTC Derivatives contracts based on documents or presentations sent to the Customer, which generally illustrate one or more OTC Derivatives. In this case, the Bank assesses the appropriateness in relation to these transactions. If the Banks deems the transaction requested by the Customer at its initiative as inappropriate, it indicates this circumstance and the reasons of the assessment to the Customer. The Customer acknowledges and accepts that the transaction is not recommended by the Bank and may only undertake it if the Customer expressly confirms its intention to proceed regardless. The Bank reserves the right in any case to not allow the Customer to finalise the transaction;

4 - the Bank provides the Corporate Customer with the other Investment Services other than consultancy at the branches/corporate centres exclusively with the appropriateness test alone. CUSTOMER'S DECISIONS SECTION Based on the explanations given by the Bank and reported above: Provision of Investment Services the Customer gives the Bank the mandate to provide the following Investment Services: trading for own account, order execution for customers, order receipt and transmission, placement and distribution making use of the appropriateness test and, to that end, being a Retail Customer, has provided the Bank with the information regarding its knowledge and experience as contained in the Analysis of Knowledge and Experience ( Questionnaire ), attached hereto and signed by the same customer and, not making use of the appropriateness test, not having provided the Bank, being a Retail Customer, with any information, as per the Statement of refusal to supply information ( Questionnaire ) attached hereto and signed by the same customer. Rendering the advisory service by the Bank, limited to OTC Derivatives, is subject to signing the contract that governs this specific trading and to the acquisition from the Customer of the information needed to render this investment service as described in the Introduction. Deposit of securities and financial instruments for custody and administration OMISSIS Account position OMISSIS SECTION ON AMENDMENTS TO CONTRACTUAL PROVISIONS AND INFORMATION REPORTED IN THE SECOND PART The regulations/information stated below replace those reported in the Second Part of the Contract, 01/2018 edition. ACCEPTANCE SECTION With reference to the above, the Customer: - declares: to be aware that: o this Request refers to the Contract governing the rendering of Investment Services and Additional Services which governs the Account Positions, the Administered Deposits, the Repos and Securities Lending contracts as well as the following Investment Services: advisory concerning investments in relation to OTC Derivatives; trading for own account, order execution on behalf of customers, order receipt and transmission, placement and distribution; these Services will be provided based on the choices made and documented in the Customer's Decisions Section; o via the Investment Services, the Customer may, from time to time, subscribe/purchase/sell the financial instruments and financial products, including the insurance investment products ( Financial Products ), within the limits and with the methods foreseen in the Second Part; o the Bank, in order to fulfil the reporting obligations towards the competent authorities, is obliged to identify the subjects on behalf of which it performs orders, instructions and transactions; the identification of customers that are not natural persons also takes place through the LEI Code (Legal Entity Identifier - the univocal international code identifying the natural person, attributed to identify the parties of financial transactions throughout the world in every market and legal system) assigned by a local operating unit ( LOU ) designated and recognised by the Regulatory Oversight Committee; o the Bank may not proceed with any order, instruction or transaction given by the Customer other than natural persons if the latter has not previously provided a valid LEI Code; o the acquisition, renewal and maintenance of the LEI Code at the LOU remain the exclusive responsibility of the Customer, with every charge and cost on its account; o the activation of the Investment Services is a condition to activate the Additional Services;

5 o only signing the Contract does not mean the assumption of any commitment or financial charge for the Customer, except for the application of the stamp duty as in effect from time to time if in this Request the Current Account or Administered Deposit number or Fund List Account Position or Repurchase Agreement List is not specified, on which the transactions governed in the Contract are to be settled; o the costs and charges applied to the Customer in relation to the services governed in this Contract are reported in this Request, Summary Document Section / Information Document or in the related documentation, as well as for the Fund List and Policy List Account Positions, in the forms relating to the Financial Products; o the costs and charges referring to the transactions settled on Administered Deposits other than the one/s specified in this Request and the connected custody and administration activities are reported in the Request concerning each Administered Deposit; o the Bank may pay a subject other than the Customer or receive from the latter, compensation or commissions or may provide to a subject other than the Customer or receive from the latter non-monetary benefits ( Incentives ) as indicated in the Second Part, Information Section Paragraph 4; to have been informed by the Bank about the services that are the subject of the Contract, and to have viewed the content; in particular, to have viewed the Rules Governing Conflicts of Interest Summary Description included in the Second Part, Information Section Paragraph 5; to have viewed the Summary of the Order Routing and Execution Strategy included in the Second Part, Information Section Paragraph 6; to be aware that the periodic summary document relating to each of the services for which the Summary Document is indicated in this Request is sent annually; to have received, in good time before signing, in addition to this Request: o the information concerning the processing of personal data, pursuant to article 13 of Legislative Decree no. 196 of 30 June 2003 Personal Data Protection Code as amended; o as an integral part of this Request the Second Part of the Contract containing the Contractual Terms and the following information: Information on the Bank, Information on the financial instruments, Information on safeguarding financial instruments, Information on Incentive, Rules Governing Conflicts of Interest Summary Description, Summary of the Order Routing and Execution Strategy ( Information ); confirms: to consent to the Order Routing and Execution Strategy and that the amendments are made available on the web site indicated in the Second Part, Information Section - Paragraph 6; to consent to the Bank acting, in performing the Investment Services, also in its name; to consent to the issued orders being performed outside a regulated market or by a multilateral trading system or an organised trading facility; to authorise the Bank, in the case of sending an order with a price limit and concerning shares admitted to trading on a regulated market or traded on a regulated market or in a multilateral trading system or an organised trading facility, which may not be immediately performed, to assess, also via Banca IMI, whether it is appropriate to make the related order public or not; the desire to enter into the Contract in the name specified in the Identification Data Section and to activate the services indicated in the Customer's Decisions Section. SIGNATURES SECTION OMISSIS CUSTOMER S SIGNATURE OMISSIS CUSTOMER S SIGNATURE ON RECEIPT OF A COPY OF THE CONTRACT OMISSIS BANK S SIGNATURE The Bank accepts the Customer`s requests and mandates with this First Part. (Bank Name) Virtual stamp duty, if due, - XXX

6 CONTRACT PROVISION OF INVESTMENT SERVICES AND ADDITIONAL SERVICES CONTAINING THE RULES OF THE FOLLOWING SERVICES: INVESTMENT SERVICES, ACCOUNT POSITIONS, REPURCHASE AGREEMENTS, SECURITIES DEPOSITS AND FINANCIAL INSTRUMENTS FOR CUSTODY AND ADMINISTRATION, SECURITIES LENDING SECOND PART Ed. 01/2018

7 Contract governing the Provision of Investment Services and Additional Services: Second Part This document contains the provisions of the Contract governing the Provision of Investment Services and Additional Services. These provisions apply to the services requested by the Customer, even if the request is made at a time other than the time when this document is signed. The Contract comprises the following parts: First part Second Part contains the Request for activation of a specific service ( Request ), the identification data of the services, the relevant economic conditions and the choices made by the Customer; this document contains the Contractual Rules and the Information and is delivered to the Customer at the time of concluding the first contract relating to a service. In case of amendment, the Customer shall sign a new Second Part at the time of requesting the activation of an additional specific service, if the relevant amendments are not contained in the Request. The Identification data of the Customer and of the Bank are specified in the Request. The capitalised terms without a definition in this Summary Document have the meaning attributed to them in the Request. CONTENTS CONTRACTUAL PROVISIONS SECTION CHAPTER I - GENERAL CONDITIONS... CHAPTER II - INVESTMENT ADVICE... CHAPTER III - PROVISION OF INVESTMENT SERVICES WITH APPROPRIATENESS TEST... CHAPTER IV TRADING FOR OWN ACCOUNT, ORDER EXECUTION FOR CUSTOMERS, ORDER RECEIPT AND TRANSMISSION... page CHAPTER V - REPURCHASE AGREEMENTS...page CHAPTER VI - PLACEMENT AND DISTRIBUTION... CHAPTER VII - ASSISTANCE IN THE PERIOD FOLLOWING SUBSCRIPTION/PURCHASE...page CHAPTER VIII - DEPOSIT OF SECURITIES AND FINANCIAL INSTRUMENTS FOR CUSTODY AND ADMINISTRATION... page CHAPTER IX - SECURITIES LENDING page CHAPTER X - FINAL PROVISIONS...page INFORMATION SECTION PARAGRAPH 1 - INFORMATION ON THE BANK... PARAGRAPH 2 - INFORMATION ON THE FINANCIAL INSTRUMENTS AND INVESTMENT SERVICES... PARAGRAPH 3 - INFORMATION CONCERNING THE SAFEGUARDING OF THE FINANCIAL INSTRUMENTS...page PARAGRAPH 4 - INCENTIVES...page PARAGRAPH 5 - SUMMARY OF THE RULES GOVERNING CONFLICTS OF INTEREST... PARAGRAPH 6 - SUMMARY OF THE ORDER ROUTING AND EXECUTION STRATEGY... SIGNATURES SECTION CUSTOMER S SIGNATURE...page SPECIFIC APPROVAL OF THE ONEROUS CLAUSES BY THE CUSTOMER... BANK S SIGNATURE... page page page page page page page page page page

8 CONTRACTUAL PROVISIONS SECTION CHAPTER I - GENERAL CONDITIONS Article 1. Correctness 1. The activity that is the subject of this Contract is carried out by the Bank correctly, transparently and with professional diligence, in compliance with the laws and regulations applicable in each case. - Article 2. Authorization to the Bank also to act in own name 1. In the execution of the Investment Services, the Bank is authorized to act on behalf of the Customer, including in its own name. The Bank adopts the procedures that allow it to safeguard the rights of each Customer. - Article 3. Signing documents regarding Bank-Customer relations 1. The Bank, the Customer and those persons authorised to represent them shall sign the documents in ways that are compatible with the Bank s operating systems, subject to signing the relevant contract regulations, where available. 2. The Bank may adopt operating systems that only use electronic documents; electronic documents shall be signed using the electronic signature instruments provided by the Bank, based on the types and characteristics specified in the Information Sheet - Miscellaneous services available on the Bank s website and at its branches. - Article 4. Joint account holding 1. Account holders shall be jointly and severally liable to the Bank also for the obligations which may be created as a result of the actions of only one of them. 2. When requesting the opening of each Administered Deposit, the account holders specify whether they intend to operate jointly (joint signatory powers) or separately (separate signatory powers) on such Administered Deposit, as set forth in the articles below. 3. Separate signatory powers only are allowed on jointly held account positions. 4. If this Contract is held in two or more names, without prejudice to Article 5 below for joint Administered Deposits requiring joint signatures, the communications and the requests of any kind and with any content from the Customer to the Bank may only be made by one of the joint holders, provided that he/she shall be required to inform the others. - Article 5. Joint Administered Deposits with joint signatures 1. In case of Administered Deposits held in two or more names requiring joint signatures, the account holders shall jointly authorise all transactions, including the closure of the Administered Deposit. 2. Without prejudice to paragraph 1 above, the requests under Articles 74 and 75 relating to registered financial instruments must be made by their relevant holder, while those relating to bearer financial instruments must be made by the joint account holders. - Article 6. Joint Administered Deposits with separate signatory powers and Account Position 1. In case of Administered Deposit held in more than one name with separate signatory powers and Account Position, each account holder may individually authorise all types of transactions, including the closure. The Bank shall be held harmless by the other account holders. The account holder requesting the closure of the Administered Deposit or Account Position shall promptly inform the other account holders. 2. Each of the joint account holders of the Administered Deposit with separate signature shall be authorised, also pursuant to Article 1395 of the Italian Civil Code 1, to impart any instructions concerning the financial instruments registered in the name of another joint account holder, such as for example to withdraw financial instruments or transfer them to another deposit; to buy or sell financial instruments and relevant rights; to pledge financial instruments as collateral for own, other joint account holders or third-party obligations; to exercise option rights; to carry out swaps transactions; to sign the documents required to grant the bank a proxy to endorse the financial instruments, also in favour of the Bank; to carry out any other transaction in the name and/or on behalf of the registered holders of the financial instruments. 3. Without prejudice to paragraph 2 above, the requests under Articles 74 and 75 relating to registered financial instruments must be made by their relevant holder, while those relating to bearer financial instruments may be made by each of the account holders. 4. Separate signatory powers on the Administered Deposit may be amended or revoked by notice to the Bank to such effect, signed even by only one of the account holders. 5. In the event of the death or incapacity to act of one of the account holders of the deposit, all other account holders retain the right to individually authorise transactions. A similar right shall accrue to the successors of the deceased account holder, provided that they must exercise such right jointly, and to the legal representative of the disabled or incapacitated account holder. The Bank requires the approval of all account holders and any heirs and the legal representative of the incapable account holder when one of the former notifies the Bank of its objection to the continuation of the account with separate signatory powers. - Article 7. Granting the power of representation 1. The Customer shall specify in writing, or with the other equivalent methods that may be required by the Bank, any persons authorised to represent it in dealings with the Bank, stating any limitations to the powers vested in such persons. If powers of representation are vested in two or more persons, these shall operate with separate signatory powers, unless otherwise specified. 2. When the Administered Deposit and the Account Position are held in two or more names, the authorised persons must be appointed by all the account holders; the appointment allows the representative to perform the transactions expressly identified in the appointment documents and within the limits of the Administered Deposits/Account Positions the appointment refers to. 3. Unless otherwise provided, the authorisation to represent the Customer shall not result in the implicit revocation of any prior authorisations. 1 Pursuant to Article 1395 of the Italian Civil Code, the contract that the representative concludes with him/herself, in his/her name or as representative of another party can be cancelled, unless the represented party has specifically authorised it or the content of the contract is determined in a way to exclude the possibility of conflicts of interest.

9 - Article 8. Termination and amendment of the power of representation 1. The revocation and amendment of the powers vested in the authorised persons, or the waiver thereof, shall be notified to the Bank in writing, or with the other equivalent methods that the Bank may require, and the Bank shall act accordingly once one bank business day has elapsed from the date of the receipt of such notification, i.e. even when such revocations, amendments and waivers are public or evident. 2. When the Administered Deposit and Account Position are held in the name of one person only, the account holder s death or incapacity to act shall cause termination of the power of representation and the Bank shall act accordingly as from the time at which the Bank shall have received legally certain notice thereof. 3. When the Administered Deposit and Account Position are held in two or more names: the power of representation may be revoked, notwithstanding Article 1726 Italian Civil Code2, by just one of the joint account holders, while all the joint account holders shall sign in order to change the powers. The account holder that files the revocation shall be responsible for promptly providing notice thereof to the person with respect to whom the powers have been revoked and to the other account holders; the death and incapacity to act of only one of the account holders shall not result in the termination of the powers of representation. - Article 9. Communications from the Customer to the Bank 1. Unless governed otherwise, the communications of the Customer to the Bank pertaining to this Contract, including those regarding the amendment of the choice in terms of capital gain and any of the Customer s Identification Data contained in the Request, must be made in writing, or with the other equivalent methods that may be required by the Bank, and sent to the branch where the Administered Deposit or Account Position is opened which the communications refer to or at the branch that deals with the Investment Services of third parties in the name of the Customer or where the operations in derivative financial instruments are performed. 2. Changes of address: shall be notified to the Bank by all account holders for Administered Deposits held in more than one name with joint signatory powers; may be notified to the Bank by just one of the account holders - who shall promptly inform the other account holders - for Administered Deposits held in more than one name with separate signatory powers or if they concern this Contract or the Account Position. 3. The requests according to Articles 74 and 75 may be made by the Customer also through the service via internet or phone ( Remote services ) subject to signing the contract that governs them and their activation ( Remote service contract ; this means the contract and the activation of the Remote services). 4. Any other method must be agreed in writing between the Customer and the Bank. - Article 10. Communications from the Bank to the Customer 1. The written communications of the Bank to the Customer, including the unilateral amendments to the contractual arrangements and the economic conditions, are made by only one of the account holders with full effect also towards all the others: if a hardcopy, via simple letter - if not required otherwise - to the address of residence (or of the registered office in case of company) of the Customer as specified in the Request or to the address communicated subsequently in writing; if in electronic format, according to the methods agreed in the Remote service Contract. 2. The confirmations by the Bank that the requests referred to in Articles 74 and 75 have been received and/or copy of the related notice to the issuer and/or the certification shall be provided at the request of the Customer: with the same procedures used by the Customer, if the requests were made via the internet service of the Remote service Contract; in this case the Bank must confirm receipt of the request and/or send a copy of the communication; by written communication to the address specified in paragraph one, (i) if the requests were made via the phone service of the Remote service Contract, in which case the Bank must confirm receipt of the requests or send a copy of the communication and (ii) whenever the Bank is required to send the original certification. Article 11. Off-site marketing or via remote communication techniques 1. In the Off-Site Marketing of the Financial Products and Investment Services, which means outside of their registered office or their branches, the Bank makes use of financial advisors authorised for off-site marketing for the direct relationship with the Customer. Such advisors are registered in Italy on the Sole Register of Financial Advisors. 2. If Off-Site Marketing concerns: the placement or distribution of Financial Products or the management of portfolios and the trading of financial instruments made by the Bank as part of the trading investment service in its name, the retail Customer may withdraw, without any expenses or payment, by communicating its will to the address specified by the Bank within 7 (seven) days from the date of the Customer signing the relevant order/contract: the communication of withdrawal must be received by the Bank within the aforementioned time limit; the Administered Deposit and Account Position services, the Customer with the role of consumer pursuant to the Consumer Code ( Consumer Customer or consumer ) may withdraw, without any penalty and without specifying the reasons, according to the methods provided for in the Request, within 14 (fourteen) days from signing the relevant Request: the communication of withdrawal must be sent within the aforementioned time limit. 3. Without prejudice to the provisions of paragraph 2, Off-site Marketing in this Contract is not subject to the right of withdrawal governed in this article. 4. The Customer may deliver to the financial advisors authorised for off-site marketing, and these can receive from the Customer, only bank transfer orders settled by current account debit. 5. The Customer must not deliver to the financial advisors authorised for off-site marketing, and these must not receive from the Customer: (i) bank or postal cheques, banker s drafts or postal orders in whoever`s name; (ii) cash or financial instruments of any type; in case of violation of the requirement under this paragraph, the Bank assumes no responsibility in case of theft, misappropriation or loss attributable to anyone. 6. The Bank may make this Contract available on its website, where the potential Customer may view it through remote communication techniques and sign it using the digital signature offered by the Bank. 7. If remote communication techniques are used, the Consumer customer: may withdraw from this Contract, without any penalty and without specifying the reasons, by sending the relevant communication within 14 (fourteen) days from the day of signing according to the methods specified in the Request; 2 Pursuant to Article 1726 of the Italian Civil Code, if the mandate was assigned by more than one person with a single instrument and for a matter of common interest, the revocation has no effect if it was not endorsed by all the principals, except if a just cause exists.

10 in case of Financial Products offering or of portfolio management, the customer may withdraw in the cases allowed by the law, without any penalty and without specifying the reasons, by sending the relevant communication within 14 (fourteen) days from the day of signing according to the methods specified in the relevant forms. - Article 12. Executing orders and instructions 1. The Customer acknowledges that the Bank, in order to fulfil the reporting obligations towards the competent authorities, is obliged to identify the subjects on behalf of which it performs orders, instructions and transactions and that the identification of customers that are not natural persons also takes place through the LEI Code (Legal Entity Identifier - the univocal international code identifying the natural person, attributed to identify the parties of financial transactions throughout the world in every market and legal system) assigned by a local operating unit ( LOU ) designated and recognised by the Regulatory Oversight Committee. The Bank may not proceed with any order, instruction or transaction of the Customer other than natural persons if the latter has not previously provided a valid LEI Code; the acquisition, renewal and maintenance of the LEI Code at the LOU remain the exclusive responsibility of the Customer, with every charge and cost on its account. 2. The Bank performs and/or forwards: the subscription or purchase orders of the Financial Products and the Customer`s instructions in the presence, at the settlement date, of liquid and available funds sufficient for their full accounting settlement; the sale orders in the presence, at the settlement date, of financial instruments sufficient for their full settlement. 3. In relation to the provision of the previous paragraph, the Bank reserves the right to make unavailable, from the date of assignment of the related orders/instructions, the sums and/or financial instruments needed for their accounting settlement. 4. If the requirements identified in paragraph 2 are not met, and notwithstanding the hypothesis governed in Article 67, paragraph 4, the Bank does not perform/forward the Customer`s order without this implying any obligation for the Bank to inform the Customer. - Article 13. Deposit and accounting of Financial Products and accounting settlement of transactions 1. The financial instruments other than those identified in paragraph 3 are deposited/recorded in the Administered Deposit at the Bank which the Customer is obliged to specify in relation to each order submitted; in the absence of another indication in the order, the financial instruments are deposited/recorded in the Administered Deposit connected to the settlement current account. 2. The Repurchase Agreements governed in Chapter V are recorded in the Account Position called Repurchase Agreement List ; the Bank reserves the right to record these transactions in the Administered Deposit, subject to informing the Customer. 3. The units of Mutual Funds and shares issued by SICAVs ( UCI units/shares) subscribed by the Customer are deposited or registered in accordance with the terms and conditions provided by the related information prospectuses or offering documents. Upon the Customer`s request, contained in the related signing form, the Bank reports the UCI units/shares in the Administered Deposit or in the Account Position called Fund List. 4. The insurance investment products are recorded according to the methods set forth in the related contractual documents. Upon the Customer`s request, the Bank reports the above-mentioned products in the Administered Deposit or in the Account Position called Policy List. 5. In this Contract - unless otherwise specified - the term recorded is used to indicate the terms deposited, recorded and reported in the meanings used in the previous paragraphs. 6. The accounting settlement of the transactions and the related expenses, commissions and charges, including fiscal charges, is carried out through the current account related to the Administered Deposit or in the Account Position against which the Financial Products covered by the transaction are recorded. The accounting settlement concerning the insurance investment products is carried out on the current account indicated by the Customer when signing. The Customer may, however, provide different specific instructions from time to time. 7. The settlement current account must be attributable to the same NSG of this Contract; otherwise, the holder of this Contract that orders the debiting/crediting must be authorised to settle on this current account the transactions accounted for on the Administered Deposit and the Account Position identified. 8. Should the Customer not have indicated in the Request the current account against which to settle the transactions, the settlement shall be made on the basis of the instructions provided by the Customer from time to time. 9. The Customer irrevocably authorises the Bank to account for the Financial Products and the debits and credits on the accounts concerned by the paragraphs above. - Article 14. Amounts, fees, expenses and charges - Customer s default. 1. The Customer shall be liable for paying all the amounts, such as fees, expenses and charges, including fiscal charges and stamp duties, which are consequent to the orders given or in any case pertaining to the Administered Deposit, the Account Position and/or the Financial Products therein registered. Any expenses incurred by the Bank in relation to the attachment or seizure of the Customer's Financial Products shall be paid by the Customer. 2. In order to meet the payment obligations, the Customer authorises the Bank to debit all amounts due to the current account under Article 13, acknowledging that those charges are made to discharge its obligations. 3. The Customer authorises the Bank to credit or debit the current account under Article 13 for all amounts payable to or receivable from the Customer in connection with the Financial Products and Investment Services of third parties distributed by the Bank, subscribed/purchased/sold on the basis of this Contract. 4. Should the Customer fail to punctually and entirely fulfil his/her financial obligations, the Bank, by way of registered letter, shall send the Customer a notice to pay within a term of 15 (fifteen) days starting from the date of receipt of the letter. 5. Should the Customer not comply within this term, the Bank may avail itself of its rights pursuant to Article 2761, Paragraphs 2, 3 and 4 and Article 2756, Paragraphs 2 and 3 of the Italian Civil Code 3, selling, also through another authorized intermediary, a quantity of financial instruments registered in the Administered Deposit or Account Position under Article 13 above, in proportion to the credit claimed by the Bank. 6. Before the sale, the Bank shall warn the Customer of its intention by way of registered letter, allowing an additional period of 10 (ten) days. 7. The Bank shall satisfy its credit claim with the net proceeds from the sale and shall hold the remaining amount for the Customer's availability. 8. If the Bank has sold only part of the financial instruments, it retains also the others under the conditions specified in the Administered Deposit or Account Position. - Article 15. Documentation of transactions executed Statements 1. The Bank, in rendering the services governed by Chapters IV, V and VI, shall send the Customer, with the means indicated in Article 10, the statement of the activity carried out, with the indication of the costs of the transactions and the services. 2. The Bank shall promptly transmit to the Customer the information regarding order execution laid down by the legislation in force. 3 Based on the mentioned articles, the Bank s credits deriving from executing the mandate and from the deposit have a privilege over the Financial Products that the Bank holds, including in deposit. The privilege is effective also prejudicially to the third parties with rights over the financial instruments. The Bank may retain the financial instruments that are subject to the privilege until it is satisfied with its credit, and may also sell them according to the provisions set for the sale of the pledge.

11 3. The information referenced in the preceding paragraph shall be sent to the Customer by the first Bank Business Day following the execution at the latest, or, in the event in which the Bank needs to get confirmation of the actual execution from a third party, by the first Bank Business Day subsequent to the receipt of the confirmation from the third party. Should the confirmation of the actual execution have to be sent by a third party to the Customer, the Bank shall not transmit its execution report. 4. With reference to orders relating to units or shares of undertakings of collective investment ("UCI") to be executed periodically, when the management company or the SICAV does not handle them directly, the Bank supplies every six months the information provided by the legislation in force. 5. At the Customer's request, the Bank shall supply information about the status of the Customer's order. 6. On a quarterly basis the Bank sends the Customer the communication containing the statement ( Administered Deposit Statement ) of the Financial Products registered in the Administered Deposit, also when not held by the Bank on the behalf of the Customer, on the reference date of the Statement itself; this communication summarises the transactions performed in the reference period, except for the Securities Lending transactions, which are reported separately, in accordance with paragraph 8 below. The transactions governed by the Master Agreement for operations in Derivatives traded on Regulated Markets or in the contract for operating in OTC Derivatives are always reported separately. 7. The Customer may request that the Administered Deposit Statement be sent on a monthly basis, in which case the summary of the transactions performed shall have the same frequency and the same reference period. A change in the frequency of submission of the Administered Deposit Statement shall become effective from the first account statement following receipt of the request by the Bank. 8. The Bank sends the Customer, on a monthly basis, the statement of the Securities Lending transactions ( Securities Lending Statement ) unless no contracts of this type were finalised in the reference period. 9. On a quarterly basis the Bank sends the Customer the communication containing the statement of the Account Position Repurchase Agreement List ( Repurchase Agreement List ). With a frequency not exceeding one year, the Bank sends the Customer the communication containing the statement of the Account Position Fund List ( Funds Position Statement ). 10. The documentation under paragraphs 4, 6, 8 and 9 is understood to be tacitly approved by the Customer in the absence of any written complaint, which needs to be sent to the Bank within 60 (sixty) days of the date of receipt. 11. The Customer with which the Bank maintains or maintained an ongoing relationship during the year, is likewise provided, according to the methods and forms required by the legislation in force and on an annual basis, by sending specific documentation, aggregate information on all the costs, charges and incentives under the subsequent paragraph, which are connected to the Financial Products held by the Customer and the Investment Services provided by the Bank in the period, as well as on the costs and charges relating to the Administered Deposit, to allow the total cost and its overall effect on the return to be known. The information on the costs and charges relating to the transactions governed in the Master Agreement for operations in Derivatives traded on Regulated Markets is subject to separate communication. The Customer may request the Bank for the analytical representation of the costs, charges and incentives as well as more details on the content of the received documentation. 12. The Bank may pay a subject other than the Customer or receive from the latter, compensation or commissions or may provide to a subject other than the Customer or receive from the latter non-monetary benefits ( Incentives ) as indicated in the Information Section Paragraph 4. - Article 16. Conflicts of interest 1. The Bank has identified the conflicts of interest that could arise between the Bank and the Customer or between different customers of the Bank in the execution of the Investment Services and the Bank manages such conflicts so as to avoid their negatively affecting the interests of the customers. The policy followed by the Bank with regard to conflicts of interest is contained in summary form in the Information Section Paragraph The Bank will provide more details on the remedies adopted to manage conflicts of interest to customers upon request. 3. Should the measures adopted by the Bank not be sufficient to ensure with reasonable certainty that the risk of damaging the Customer's interests is avoided, the Bank shall inform the Customer clearly of the nature and the sources of conflict as well as the risks which are generated for the Customer as a consequence of the same conflicts and the actions undertaken to mitigate them. - Article 17. Financial instruments not traded in regulated markets or on multilateral trading facilities or on organised trading facilities 1. Concerning the orders relating to financial instruments not admitted to trading on regulated markets or multilateral trading facilities or organised trading facilities ( Trading Venue ), other than government securities, securities guaranteed by the state, UCI units/shares, the Customer acknowledges that these investments may entail: (i) the risk of not being liquidated easily; (ii) the scarcity of appropriate information which makes it possible to ascertain the current value easily. 2. For the purpose of limiting the distribution among its retail customers of debt financial instruments not traded in a Trading Venue or by systematic internalisers belonging to the Intesa Sanpaolo Group ( Group ) in consideration of the risks highlighted in the previous paragraph, the Bank performs the purchase orders concerning these financial instruments only for amounts not less than Euro 50,000 (fifty thousand) or equivalent value in case of a currency other than the Euro. - Article 18. Waiver of responsibility 1. The Bank shall not be held liable for the errors, and for any damage as a consequence of these errors, that may occur in the transmission / execution of orders as a result of circumstances not attributable to the Bank or, in any case, as a result of causes that the Bank may not reasonably foresee and take care of, including, without limitation, system delays or downtime, interruption, suspension, breakdown, malfunctioning or non-function of the telephone or computer systems, union disputes and strikes. - Article 19. Term of the contract - Withdrawal - Termination clause 1. This Contract is open-ended and each party may withdraw by means of written communication giving at least a 10 (ten) Bank Business Days prior written notice starting from the date of receiving the communication. When this Contract is in more than one name, withdrawal may be communicated separately by/to each of the account holders. The Bank shall be held harmless by the other account holders. The account holder requesting/receiving the withdrawal from the Contract shall promptly inform the other account holders. The orders submitted prior to the effective date of withdrawal shall be transmitted / executed. 2. The withdrawal extends to all the contracts/agreements which govern the trading of Financial Products and/or Investment Services in which there is a specific provision that they constitute an integral part of this Contract, notwithstanding the existing transactions. 3. Instead the withdrawal does not extend to Administered Deposits, to the pertinent Securities Lending service or to the Account Positions attributable to the same NSG of this Contract, which, as a consequence remain in place for the Bank to perform only the custody/account reporting activities, administration or Securities Lending with the exclusion of any purchase and sale activity regarding financial instruments, except for the existing Repurchase Agreement transactions. 4. Withdrawal from the Administered Deposit may be exercised by the Customer with the notice under paragraph 1 and the methods indicated in Articles 5 or 6 and also entails the withdrawal from the Securities Lending service activated on the relevant Administered Deposit; this withdrawal does not extend to this Contract or the other services governed in the same. In the withdrawal communication the Customer shall instruct the Bank for the transfer of any Financial Products recorded in the Administered Deposit. The existing Repurchase Agreement transactions possibly recorded in the Administered Deposit remain unprejudiced. 5. Withdrawal from the Securities Lending service may be exercised by the Customer with the notice under paragraph 1 and the signing methods foreseen for the Administered Deposit to which the Securities Lending service refers; this withdrawal does not extend to this Contract or the other services governed in it. The withdrawal from the Securities Lending service does not jeopardise the validity and effectiveness of the individual Securities Lending contracts stipulated prior to the effective date of the withdrawal. 6. The closure of each Account Position may be requested by the Customer with the prior notice under paragraph 1 and with the methods indicated in Article 6. The existing Repurchase Agreement transactions remain unprejudiced.