Rabobank is a trading name of Coöperatieve Rabobank U.A. ( Rabobank ), which is authorised by the Dutch Central Bank (DNB). Headquartered in The Netherlands, Rabobank is bound by the provisions of the European Union s Markets in Financial Instruments Directive ( MiFID ), as implemented in the applicable local law (for The Netherlands, in article 4:90b of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht)). In addition, Rabobank operates as a branch in the UK, which means that as an incoming EEA authorised firm, Rabobank is obligated to adhere to various requirements of the FCA s Conduct of Business obligations. This best execution policy (the Policy ) applies to Rabobank, together with its branches, and sets out the Rabobank standard for best execution when executing client orders ( Best Execution ). It also details the information that must be provided to clients regarding the execution criteria and factors that Rabobank will need to consider when trying to obtain the best possible results for those clients. It also specifies when the obligation to provide Best Execution does not apply. Scope This Policy applies to the execution of client orders in the course of Rabobank s designated investment business 1. Notwithstanding the regulatory requirements imposed by MiFID, it is embedded in our culture as a co-operative, to value long-term relationships with our clients. Therefore, we strive to treat our clients fairly at all times and to achieve the best possible results when executing their orders. This Policy sets out the conditions under which we aim to achieve Best Execution. This is defined as all reasonable steps Rabobank will take to achieve the best possible result for its clients, taking into account all relevant factors on a consistent basis when executing orders on behalf of clients. We are fully committed to complying with this Policy and we monitor our performance to ensure that we maintain high standards when executing orders on behalf of clients. In addition to this Policy, the applicable terms of business, as amended from time to time (the Terms of Business ) and the general terms and conditions of Rabobank (Algemene Bankvoorwaarden), as amended from time to time (the General Conditions ), shall apply to the execution of all orders and to the provision of services by Rabobank in general. In the event of any inconsistency or conflict between the provisions of this Policy, the Terms of Business and the General Conditions, the following order of precedence shall apply: (i) this Policy; (ii) the Terms of Business; and (iii) the General Conditions. 1 The obligation to provide Best Execution is applicable to clients that are classified, either by law or upon their personal request, as professional investor (professionele belegger) and is disapplied for orders or transactions with eligible counterparties
Best Execution The Factors taken into account by Rabobank when exercising Best Execution may include the following, as determined on a case by case basis: Available Prices Order Size Any other relevant considerations Best Execution Factors Likelihood of Settlement Characteristics of Execution Venues Likely Speed of Execution Nature of the Order Execution Costs Market Impact Ordinarily, most clients are primarily concerned with execution price and costs 1. However, we recognise that other factors may ultimately be equally or more important in achieving the best possible result from an execution. The relative importance of each of the factors will differ depending on individual circumstances, such as: Any special objectives the client states in relation to the execution of the order The characteristics of the order The characteristics of the financial instruments to which the order relates (the Financial Instrument(s) ) The characteristics of the regulated market, multilateral trading facility, systematic internaliser, or market maker or other liquidity provider or entity that performs a similar function in a third country to the functions performed by any of the foregoing (each, an Execution Venue ) to which orders may be directed. 1 In some cases, the price quoted or attained is inclusive of all fees; therefore no additional execution charges apply. Clients should refer to the Terms of Business for further information. 2
Client orders may be directed to third party brokers or dealers for execution. Rabobank, from time to time, will review its choice of third party brokers and dealers to determine that Best Execution is provided on a consistent basis. This includes conducting reviews of: Prices offered for the particular type of Financial Instrument over time Average costs per trade charged for the type of trade over time The Best Execution Policy of, and any other guidance issue by, the relevant broker or dealer from time to time. Client Instructions Where we accept specific instructions from clients in relation to an order, we will make every effort to execute that order in accordance with the client s instruction. Such instructions may specify a particular venue, price, period of time, or other factors relating to the manner of execution. Whether or not we have given the client advice, or the client has requested advice, on any aspect of it, we will follow the instruction to the extent possible. In such circumstances, we will have satisfied our Best Execution obligations but only in respect of any aspect of the order specifically requested by the client. Request for Quote (RfQ) If Rabobank is asked to provide a RfQ which is accepted by the client, Rabobank will have satisfied its Best Execution obligations having acted on specific client instructions. Rabobank will act as principal and on its own account with the client, and not on behalf of the client. Prohibition of Inducement Whilst Rabobank is entitled to recommend to a client that execution of an order might be possible on more than one Execution Venue, Rabobank will not attempt to induce a client to instruct Rabobank to execute an order that we know, or ought to know, is likely to result in you receiving an inferior execution. Choosing an Execution Venue Unless we agree otherwise with you, we will use a selection of Execution Venues reviewed periodically by Rabobank s Best Execution Committee and as published on www.rabobank.com 2. Rabobank will not act as systematic internaliser for the purpose of executing orders. Execution of an order other than on a regulated market or multilateral trading facility shall only be commenced after the client s express consent has been obtained. Where it appears in a particular case that a better price is available from a broker that we do not ordinarily use, we may use such other broker on a case-by-case basis, provided that the other Best Execution factors are not compromised and that we are able to conduct business with that broker. 2 https://www.rabobank.com/en/products-services/business-banking/equity-brokerage/index.html 3
However, we are not under any obligation to check a variety of brokers with respect to each transaction. It will not be possible to provide a pricing comparison where there is only one Execution Venue for a transaction. However, Best Execution will be deemed satisfied by dealing at the prevailing price quoted by that single Execution Venue. Where there are multiple choices of Execution Venue and where commission charges apply, Rabobank will not vary its commissions charged to a client in a manner that would discriminate unfairly between Execution Venues. Updating This Policy Rabobank may update this Policy periodically to take into account any material changes, as and where appropriate. The Policy will also be routinely reviewed, but in any event, no less than annually. The most recent version of the Policy will always be available on our website: www.rabobank.com. Clients may also request the most recent copy free of charge via the contact details provided, or from their usual contact at Rabobank. If an order is submitted by the client after publication of the amended Policy, the client thereby consents to the amended Policy, as far as required. Evidence and Contact Details Upon reasonable request from a client, and provided that the order was subject to the Policy, Rabobank will demonstrate to the client that it has executed its order in accordance with this Policy. In the absence of evidence to the contrary, the records of Rabobank will constitute conclusive evidence of the actions taken by Rabobank to obtain Best Execution on behalf of its clients. Rabobank keeps all records relating to Best Execution obligations, including records of its trading activities and versions of this Policy, for a minimum period of 5 years in accordance with MiFID and local regulatory requirements. Contact details for Best Execution Force Majeure enquiries: Exceptional circumstances with regard to a financial instrument may require specific measures when executing or transmitting orders. These exceptional circumstances could include: (i) the event that an issuer of the Financial Instrument becomes subject to a downgrade or enters bankruptcy, or there is a suspension of payments or similar proceedings; (ii) a de-listing affecting the liquidity of the relevant Financial Instrument; or (iii) the temporary suspension of the trading of the relevant Financial Instrument caused by actions of a government, supervisory authority or the Execution Venue. In order to obtain the best possible results for its clients under such exceptional circumstances, Rabobank may follow execution or transmittance procedures other than those described in this Policy. In such an eventuality, Rabobank shall not be in breach of this Policy. Head of Compliance Rabobank Thames Court 1 Queenhithe London EC4V 3RL Phone + 44 (0)20 7809 3000 Compliance Department Rabobank Croeselaan 18 3521 CB Utrecht Phone +31 30 712 2222 Compliance@rabobank.com 4
The obligation of Rabobank to perform Best Execution under the terms and conditions of this Policy may be delayed or excused by an event that is beyond the control of Rabobank. The Terms of Business Force Majeure provisions apply in such circumstances. Consent to this Policy Rabobank is required to obtain your express consent to permit it to execute an order, where relevant, outside of a regulated market, which includes orders for which Rabobank trades as principal. In all other respects, your consent to this Policy is deemed given unless you notify Rabobank otherwise. Governing law and jurisdiction This Policy is governed by the laws of the Netherlands. The competent court of Amsterdam, the Netherlands, shall have exclusive jurisdiction with regard to all disputes in connection with this Policy. 5