Transfer of your Investment Management Services to Brown Shipley & Co Limited

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1 15 th August 2017 Dear Client Transfer of your Investment Management Services to Brown Shipley & Co Limited In April 2016 BNP Paribas agreed to sell to KBL European Private Bankers S.A. ( KBL ) the business of Bank Insinger de Beaufort N.V. ( IdB ) and that transaction completed on 31 December Following that acquisition it is intended that the investment management services that are provided to you by the London branch of IdB will be transferred to Brown Shipley & Co Limited ( Brown Shipley ), a wholly owned bank and wealth management business that is also part of the KBL group. The credit, trading and custody services that are provided to you by IdB other than by the London branch will not be transferred to Brown Shipley these services will continue to be provided by IdB. The intention is that the transfer of IdB s investment management services to Brown Shipley will take place on 1 December The move to Brown Shipley will provide clients with a personal client relationship which lies at the very heart of the Brown Shipley private banking experience, complemented by modern and innovative thinking. Brown Shipley will provide individual solutions to help clients achieve their individual ambitions through trusting their assets and financial transactions to Brown Shipley with complete confidence. Your current relationship manager will be transferring with you to Brown Shipley. Brown Shipley are wealth managers, offering clients (both UK citizens and international investors) informed financial advice and tailored services on all aspects of wealth management, investments and private banking. Brown Shipley is a UK authorised bank and a member of the KBL group. The Brown Shipley business has and continues to be operated in a measured and conservative manner and has a strong balance sheet and favourable capital ratios. The transfer of the provision of investment management services to Brown Shipley will be accomplished using a procedure that involves the approval of the Court in the UK and of the regulators both in the UK and the Netherlands. For this purpose an application will be made jointly by IdB and Brown Shipley to the High Court of England and Wales under Part VII of the Financial Services and Markets Act The hearing to sanction the transfer will take place on 12 October The credit, custody and trading services for your account will remain with IdB and will continue to be effective from the date that investment management services are transferred to Brown Shipley. In the new structure, your bank account and your assets therein will not change, except that these services will be provided as part of a Tripartite Agreement between you, Brown Shipley and IdB. The Tripartite Agreement comes into existence as a result of the transfer of the investment management services to Brown Shipley, while at the same time the credit, custody and trading services remain with IdB. A copy of the Tripartite Agreement as will apply between you, Brown Shipley and IdB from 1 December 2017 is set out at Appendix III. In due course it is intended that Brown Shipley will provide you with credit and custody services for your account. However it is not expected that this will be effective until 2019.

2 IdB will not be able to continue to provide the investment management services to you from its London Branch. IdB will not have the required resources, licences and permits to do so. If you do not wish the investment management services to be transferred to Brown Shipley, you may instruct us to close your account as you are entitled to do in the ordinary course of business. Our standard terms apply and no additional charges will be levied and we would waive any applicable early termination and penalty fees. There are some important points that we need to draw to your attention and we are attaching a list of Frequently Asked Questions which we hope will assist you in understanding how the procedure works and what it means for you. Your relationship manager will be pleased to answer any questions you may have. Yours sincerely Jean-Louis Tourné (Branch Manager UK) Trevor Berkowitz (Deputy Branch Manager UK) For and on behalf of Bank Insinger de Beaufort N.V. (UK Branch)

3 Frequently Asked Questions Will my relationship manager continue to be the same? Yes. Your relationship manager will remain the same. What will happen to my investment account if the Scheme is sanctioned by the Court? Your investment account will be transferred from the London branch of IdB which is a subsidiary of KBL to Brown Shipley, a wholly owned bank and wealth management business which is a separate subsidiary of KBL. Your investment management services will be transitioned to the Brown Shipley platform and will therefore be subject to Brown Shipley terms and conditions which may differ in some respects to your current IdB terms and conditions. We have highlighted the material differences in the terms and conditions in the attached Appendix I. Attached as Appendix II are the Brown Shipley terms and conditions that will apply to the provision of investment management services post-transfer. Can I opt out of having my accounts transferred? Your accounts will be transferred by operation of law, meaning it will transfer across automatically on the effective date of the Scheme, which is expected to be 1 st December If you do not wish your accounts to be transferred you may instruct us to close your account as you are entitled to do in the ordinary course of business. Our standard terms apply and no additional charges will be levied and we would waive any applicable early termination and penalty fees. We would however hope that the fact that both your relationship and account would remain within the KBL group and that you are retaining the same relationship manager and services would be a strong influence in any such decision. If you do have any concerns over how the transfer will affect you, please do not hesitate to contact your relationship manager. Who will have custody of my portfolio? IdB will have custody of your cash deposits and securities. The terms and conditions on which these custody services are provided are as set out in Appendix III and as outlined in more detail in the information concerning IdB s terms and conditions available here: Algemene-voorwaarden-TGS-2017-EN.ashx?la=nl-NL How will your investments be protected? Investment management services provided by Brown Shipley are protected by the Financial Services Compensation Scheme ( FSCS ). The FSCS can award up to 50,000 in compensation to any one investor where they decide that an investment firm is in default and is unable to satisfy any claims against it arising from the conduct of investment business. Any losses arising as a result of actions / omissions of IdB as custodian will be the responsibility of IdB and will continue to be subject to the Dutch investor compensation scheme. What will happen to my deposits with IdB? Your deposits will remain with IdB and will continue to be subject to the Dutch deposit guarantee scheme with the limit of protection under that scheme being EUR 100,000 per depositor.

4 What will happen to loans with IdB? Your current loans and / or mortgages will continue unchanged until the expiry of the loans and / or mortgages when they will be reviewed as appropriate for renewal or repayment by IdB. Will the service I receive change? You will receive the same level and quality of services as at present. Will the costs and charges change? Your standard tariffs will remain unchanged. The change to Brown Shipley s terms and conditions will not result in unfair or unreasonable charges being imposed on customers. What is FSMA? The Financial Services and Markets Act 2000 provides a framework for the authorisation and regulation of all forms of financial services businesses in the UK. Under FSMA two regulatory bodies exist to carry out different aspects of financial regulation. The Prudential Regulation Authority ( PRA ) is responsible for supervising the financial soundness of banks. The Financial Conduct Authority ( FCA ) supervises the conduct of banks in carrying out banking business. What is Part VII? Part VII of FSMA provides for the transfer of a banking business through the sanctioning by the High Court of England and Wales of a scheme effecting the transfer. The PRA and FCA have the right to participate in the proceedings. In practice the Part VII transfer is discussed in detail with both the PRA and the FCA before the Court is asked to sanction the transfer. What action do I need to take? No action is required from you. However if you have any questions with regards to the transfer do contact your relationship manager to discuss the matter further and/ or to obtain a copy of the complete scheme document and related press statement. How does this benefit me? You will benefit from the continuing bespoke service from your relationship manager with the resources and international expertise provided by both the KBL group and Brown Shipley s strongly established presence in the UK. How can I attend the Court hearing? Details of the time and location of the High Court hearing that will be held on 12 October 2017 to seek the sanction of the transfer scheme will be available at both IdB s and Brown Shipley s websites. Links to their websites are available at: You may also contact your relationship manager who will be able to tell you where and when the Court hearing will take place.

5 What will happen to complaints that may be outstanding with the Financial Ombudsman Service? Any customer complaints concerning IdB that are being considered by the Financial Ombudsman Service will not be affected by the transfer of business to Brown Shipley. Any such complaint resolved in favour of a customer after the transfer will be the responsibility of Brown Shipley who will meet the costs of any redress that may be due. Brown Shipley also participates in the Financial Ombudsman Service. Details of Brown Shipley s complaints arrangements are provided at section 17.2 of their Terms and Conditions a copy of which is at Appendix II. What will happen to my online services? Your online services will continue to be provided by IdB following the transfer. How is my relationship with IdB being transferred to Brown Shipley and how can I become a party to a tripartite agreement without my consent? Under the current Dutch law terms of business that apply to your relationship with IdB, IdB has the right to transfer (a part of) the relationship to another party. Unless you decide to terminate the services being provided to you by IdB, your consent for the transfer of the investment management services and, consequently, the tripartite agreement, is implied as a matter of Dutch law. What if I have further questions? Your relationship manager will be pleased to answer any further questions.

6 Appendix I Material differences between Brown Shipley and IdB terms and conditions Below is a list of the material differences between the IdB investment management terms and conditions as applicable to the provision of credit and custody services ( IdB Terms ) currently applicable to your account and business with IdB London Branch and the Brown Shipley Investment Management Terms & Conditions ( BSCo Terms ) that will apply to your account following the transfer. 1. Under the BSCo Terms, any complaints should be addressed in the first instance to the Brown Shipley Compliance Manager. If you are unhappy with the handling of the complaint, you may then have a right to complain to the UK Financial Services Ombudsman. Under the IdB Terms, if the internal complaints procedure had been completed without a satisfactory solution, you could undertake an external complaint procedure with the Netherlands Financial Services Complaints Institute (Klachteninstituut Financiële Dienstverlening ( Kifid ). This external complaints procedure will no longer be available in respect of investment management services transferred to Brown Shipley. 2. The BSCo Terms are governed by English law and are subject to the non-exclusive jurisdiction of the English courts. The IdB Terms are governed by the laws of the Netherlands with disputes to be brought before the competent court in Amsterdam. 3. The BSCo Terms permit Brown Shipley to terminate its relationship on 10 working days notice or immediately on your default or insolvency. The IdB Terms allow for the agreement to be terminated at any time and do not specify a minimum notice period. 4. The BSCo Terms contain an agreement by you to indemnify Brown Shipley, its custodians, sub-custodians and nominee companies against all proceedings, actions, costs and expenses, claims, demands, losses, charges and/or other liabilities incurred by Brown Shipley, its agents, nominees, custodians, sub-custodians and nominee companies as a consequence of: a. Any breach by you of the BSCo Terms; b. Any action properly taken by Brown Shipley, its agents, nominees, custodians, sub-custodians and nominee companies in accordance with the BSCo Terms; c. Brown Shipley accepting instructions from you by fax or ; d. Brown Shipley allowing you on-line access to account information. The IdB Terms provide for you to indemnify IdB for any loss or expense incurred as a direct or indirect result of reliance on instructions received from you by fax, or telephone, or for damages that arise as a result of refusing to execute instructions received by fax, or telephone. The IdB Terms also state that you will hold IdB harmless against all claims from third parties as a result of or in connection with the provision of services to you by IdB. 5. Except in case of a breach by Brown Shipley or its agents or nominees of the BSCo Terms or fraud or wilful misconduct, the BSCo terms exclude Brown Shipley, its custodians, sub-custodians, nominee companies, agents, officers and employees from liability as a result of:

7 a. Taking or omitting to take any action in relation or pursuant to the BSCo Terms; b. Use of a code word or number code to identify a customer account; c. Failing to recognise false, forged or altered instructions or documents; d. Any type of special, consequential or indirect loss whatsoever (including but not limited to any loss of business, goodwill, opportunity or profit); or e. Your incapacity. Brown Shipley is also not liable where it refuses to carry out or allow any transactions for you. Under the IdB Terms, IdB shall be not be liable to you for any damages or losses unless and insofar as it has been established that these are the direct result of wilful misconduct or gross negligence on the part of IdB. 6. Compensation Schemes Following the transfer of investment management business to Brown Shipley, the conduct of such activities will be within the scope of the Financial Services Compensation Scheme ( FSCS ). The FSCS can award up to 50,000 in compensation to any one investor where they decide that an investment firm is in default and is unable to satisfy any claims against it arising from the conduct of investment business. Under the IdB Terms, compensation claims can be made under the Dutch Deposit Guarantee and Investor Compensation Scheme operated by De Nederlandsche Bank ( DNB ). Following the transfer, this Compensation Scheme will continue to apply in relation to the custodial services that will continue to be provided by IdB however it will no longer apply in respect of the investment management services transferred to Brown Shipley.

8 Appendix II Brown Shipley Terms and Conditions

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17 Appendix III Tripartite Agreement (1) Prior to concluding this Tripartite Agreement, the Bank obtained information concerning the Client's knowledge and experience to enable the Bank to assess whether its services under this Tripartite Agreement are appropriate for the Client; (2) The Bank has established that the Client is an investor who wishes to be provided certain investment advice and/or asset management services, which services will be provided by Brown Shipley& Co Limited ( Brown Shipley ). (3) The Bank has furthermore established that, under the Dutch Financial Supervision Act (Wet op het financieel toezicht) and the related secondary legislation, Brown Shipley is authorised to provide advice on, or manage, the Client's assets, or initiate transactions in Securities for the Client's account and risk; (4) The Bank has reached the opinion that, in light of the above, the service to be provided by the Bank under the Tripartite Agreement (specifically order execution) is appropriate for the Client, based on the principle that the Bank will only proceed to execute orders, or arrange their execution, for the Client's account following receipt of an instruction to that effect from Brown Shipley; (5) The Client confirms and acknowledges that the service to be provided by the Bank (order execution) through Brown Shipley is an appropriate service for the Client. This Tripartite Agreement forms an inextricable part of the IdB Tripartite Terms and Conditions. As a result of the transfer of the investment management services from Bank Insinger de Beaufort N.V. ( IdB ) to Brown Shipley, this Tripartite Agreement is construed between the Client, IdB (hereinafter referred to as the Bank ) and Brown Shipley. These terms and conditions can be found here: Algemene-voorwaarden-TGS-2017-EN.ashx?la=nl-NL The applicable terms and conditions will be similar to those currently used by Insinger Gilissen Bankiers (following the merger of IdB with Theodoor Gilissen Bankiers that is planned to take place on 1 October 2017) and will follow the terms and conditions included at the above link. Article 1 The Bank shall buy and sell Securities, subscribe for issues of Securities and conduct other investment transactions for the Client's account and risk, or shall arrange for this to be done by a third party engaged by the Bank. The Bank shall solely and exclusively proceed to execute orders or arrange their execution on receipt of an instruction to that effect from Brown Shipley. Instructions received from the actual Client shall not be executed except in special circumstances. The Terms and Conditions for Order Execution of IdB are applicable. The Bank is neither responsible nor liable for the investment policy pursued by Brown Shipley, the instructions issued to the Bank by Brown Shipley or the transactions executed by Brown Shipley, the investment advice given by Brown Shipley or any other acts or omissions by Brown Shipley. The Bank has no influence over any of those matters.

18 The Bank is neither authorised nor able to verify to what extent the advice, orders, other instructions and management activities of Brown Shipley are in accordance with the agreements it has made with the Client. Article 2 The Bank shall open a Cash and Securities Account in the Client's name for the settlement of the Securities transactions and the administration and custody of the Securities and funds. The Client s funds and Securities shall be held by the Bank or the Bank s Depositary Company. With respect to the execution of orders and the custody and administration of the Client s funds and Securities, the Client is liable to the Bank for its commissions and other expenses, as defined in the IdB Tripartite Terms and Conditions. Article 3 With respect to the tripartite services, the Client grants power of attorney to the Bank to make use of the Cash and Securities Account in so far as this is necessary in connection with the execution of Securities transactions in the broadest sense for the Client's account and risk. Article 4 The Client authorises the Bank to debit from his/her Cash and Securities Account the sums which, according to the periodic statements issued by Brown Shipley, are payable to the latter. The Bank shall debit the sum due on receipt of the statement from Brown Shipley. Article 5 Each of the parties may terminate the tripartite relationship, without stating the reasons, by giving one month s notice in writing to the other parties. If the (asset management) agreement between Brown Shipley and the Client is cancelled by either party or is terminated by any other cause, each party is obliged to notify the Bank in writing. This tripartite agreement will be terminated when the Bank has received that notification and has processed it within its administration system. Until then, the Bank will be authorised to execute orders for the Client s account. Termination of the tripartite agreement shall not ipso jure terminate the Client s Cash and Securities account with the Bank nor extinguish any of the Client s debts. DISCLAIMER Bank Insinger de Beaufort N.V. (UK Branch) 5 Aldermanbury Square, London EC2V 7BP. Tel: + 44 (0) Fax: + 44 (0) Incorporated in the Netherlands with limited liability. Registered office: Herengracht 537, 1017 BV Amsterdam and registered with the Netherlands Chamber of Commerce no Bank Insinger de Beaufort N.V. (UK Branch) is authorised by De Nederlandsche Bank and Autoriteit Financiele Markten and subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Bank Insinger de Beaufort N.V. (UK Branch) is also authorised and regulated by the Financial Conduct Authority for consumer credit activities. Details about the extent of our authorisation and regulation by the Financial Conduct Authority and Prudential Regulation Authority are available from us on request. Bank Insinger de Beaufort N.V. (UK Branch) is registered in England and Wales under FC VAT registration number GB