Agreement between
You
Global Shares
For use of the Global Shares Services for
MBDA Systems
NOTE: These Terms and Conditions are effective from 04 August 2021. They replace the previous version from that date.
(v 4.5)
The Company, as set out on page 1 (the “Company”), has agreed that Global Shares (as defined below) will provide certain services to the Company and also to you. This agreement is between you and Global Shares. This agreement covers all the services which Global Shares might provide to you. You might not avail of all of the services straight away when you accept this agreement, but if you use those services at a later stage, then this agreement will apply. We use defined terms throughout this agreement. You should read them to ensure you can understand this agreement. Most defined terms are capitalised and set out in Part 5 (Defined Terms), and some appear in context throughout this agreement. This agreement is divided into six parts which apply to you as follows:
Part 1 – Access to EquityGateway (applies to everyone)
Part 2 – General Terms (applies to everyone)
Part 3 - Share Account Services for Non-US Persons (applies to Non-US persons using our trading service)
Part 4 - Share Account Services for US Persons (applies to US Persons using our trading service)
Part 5 – Defined Terms (applies to everyone)
Part 6 – Schedules (applies to everyone)
In some instances this agreement or our Services may be supplemented by additional agreements with third-party providers such as trustees, nominees, custodians, clearing and executing broker-dealers as may be applicable. If applicable to you, we will notify you by post to EquityGateway.
Your rights and interests in the Options, Awards, and related Securities are governed by the Company’s Share Plan, applicable laws, and related rules and regulations (each and together, “Applicable Requirements”). The Company is solely responsible for the Share Plan’s establishment, maintenance, content, disclosures, terms, conditions, governing instruments, and compliance with all Applicable Requirements pertaining to the Options, Awards, and related Securities. Pursuant to its agreement with the Company, Global Shares administers certain aspects of the Share Plan on behalf of the Company with respect to its participants such as you.
The Company is also solely responsible for all securities offering-related disclosures and documents with respect to the Options, Awards, and Securities, as well as all annual and special proxy voting information, disclosures, and documents.
In several places there are particularly important warnings or disclaimers which we want to bring to your attention. They will be highlighted like the text below:
IMPORTANT NOTICE
These terms and conditions form a legally binding agreement between you, Global Shares and the Broker (if applicable) and set out the basis upon which Global Shares provides the Share Account Service to you and any associated services are provided to you by others. This agreement may be changed by us from time to time by providing you with written notice. An up-to-date version is available on your EquityGateway website.
If you do not accept this agreement, you will not be permitted to continue to use the Share Account Service and you will be deemed to have requested that you withdraw from the Share Account Service and that all your Securities and money be transferred to you in accordance with this agreement.
1.1 Global Shares grants you a revocable, temporary and limited licence to use to use EquityGateway in accordance with this agreement. You must obtain and use a computer, tablet, or similar device, as well as a compatible web browser and internet service, in order to access and use EquityGateway.
1.2 By using EquityGateway, you accept that internet transmissions are never completely private or secure and that any message or information sent using EquityGateway or email may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
1.3 By using EquityGateway, you accept that the internet is not an entirely reliable medium. The delivery time for instructions using the internet may vary considerably. We are not responsible for any delay in our receiving your instructions or any inability to use, interruption to or non-availability of our EquityGateway which does not arise as a result of our gross negligence, wilful default or fraud.
1.4 Each time you issue any Orders or other instructions to us or access EquityGateway, you represent to us and agree that you have read and understood this agreement and have agreed to be bound by this agreement.
1.5 You must contact us immediately if you suspect that your Security Details have been disclosed to, or obtained by, a third party and that their integrity is threatened. Until such notification is received by us, we will assume that any instructions received in electronic form which have been authenticated by your Security Details will be genuine and are valid instructions from you and we will act accordingly. You will be liable for all such transactions. We are not liable for forged or fraudulent instructions or other criminal acts of third parties.
1.6 All intellectual property rights in EquityGateway and in the Share Account Services provided by Global Shares throughout the world belong to us. You have no intellectual property rights in, or to, EquityGateway or the Services provided by Global Shares other than the temporary and revocable right to use them in accordance with this agreement.
1.7 We reserve the right not to accept any instructions from you or complete any transaction for you if the Security Details that you provide are not satisfactory to us, we need to obtain further information from you or if we need to comply with any legal obligation applicable to us. In particular, we reserve the right not to accept your instructions unless you have completed your account opening on EquityGateway and you quote your Security Details.
1.8 We will only act on instructions which are provided via EquityGateway using your Security Details. Instructions which are given in any other way cannot be accepted unless this has been previously agreed in writing between us. We will notify you in writing or verbally as soon as reasonably practicable if we decide not to accept a particular instruction.
1.9 We shall not be responsible in the event that any software or hardware upgrade to our systems or to third providers’ systems means that you are no longer able to access the EquityGateway for any period of time. You must promptly notify us if your access to the EquityGateway is interrupted, so that we can assist you in assessing its cause.
1.10 EquityGateway contains certain information, calculators and financial models. Those are for general information purposes only. They are not intended, and do not offer, any advice or make any recommendation on which you should rely. You must obtain your own professional or specialist advice before taking, or refraining from taking, any action on the basis of information obtained from EquityGateway or the Share Account Services. Although we make reasonable efforts to ensure the information provided by EquityGateway is reasonably accurate, we do not verify or authenticate this information and we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date. We are not liable to you if the information provided on EquityGateway proves to be inaccurate, incomplete or out of date.
1.11 You acknowledge that we may provide real-time or delayed quotations and other market information and messages (“Market Data”), which Market Data is provided to us by certain national securities exchanges and associations. Those associations assert a proprietary interest in Market Data disseminated by them but they do not, and we do not, guarantee the timeliness, sequence, accuracy or completeness of that Market Data. You agree and acknowledge that we shall not be liable in any way for any loss or damage arising from or occasioned by any inaccuracy, error, delay in, omission of, or interruption in any Market Data or the transmission of it.
1.12 The information which we display on EquityGateway will normally be rounded up or down to four (4) decimal places. This could have a negative impact on your holdings where the figure is rounded down. For example, if you held 9876.54321 Securities, this could be rounded down to 9876.5432 Securities.
1.13 The information which you receive via EquityGateway or email should not be taken as a recommendation to exercise or not to exercise your Options, or having exercised, to sell or not to sell your Securities. Those decisions are solely yours to make. We do not provide any investment, financial, legal or taxation advice or recommendation of any kind. If you are in any doubt as to the investment, financial, legal or taxation implications for you of the exercise of Options or the suitability of EquityGateway or the Share Account Services, you should seek the advice of a qualified independent financial adviser.
1.14 If you are in any doubt as to whether an instruction has been received or carried out you should contact us immediately.
2.1 Unless this agreement says otherwise or we expressly specify otherwise, all notices and other communications sent by you to us must be sent via EquityGateway. Where communicating with us you must include your full name, the name of the Company and your Global Shares ID, and such additional Security Details as we may require to better protect you and your Share Account.
2.2 You agree and instruct us that when given the choice of receiving information from us in paper format or electronically, you choose the electronic format (including via email, EquityGateway and websites). You agree and expressly request us to deliver documentation to you in PDF (or other similar) format via email and/or via your document library on EquityGateway and you irrevocably agree that such delivery will satisfy our obligation to deliver information to you in a durable medium.
2.3 If permitted by law, You agree that any information that we are required to send you under any applicable regulations may instead be sent to the Company in order for the Company to forward the information to you.
2.4 You consent to receive statements, trade confirmations and any legally required tax forms electronically (via email or EquityGateway) and are confirming that you have access to email and the internet and agree to notify us if this should change. Any statements, trading confirmations/contract notes and tax forms that are required to be sent to you will be sent to the email address that you provide to us and we and the Company will be deemed to have fulfilled all communication obligations for these documents by transmitting the electronic communication to the email address that you provide to us. This includes the sending of an electronic mail with a link to such materials on EquityGateway (these materials will be available on EquityGateway until archived).
2.5 If we send you notices they will be treated as received by you:
(a) If delivered by hand or courier, at the time of delivery;
(b) If sent by post, two Business Days from the date of posting (unless actually received sooner); and
(c) If delivered by electronic mail or via EquityGateway, at the time of dispatch or posting on EquityGateway, as applicable.
2.6 If you change your name or any of your contact details, you should inform us straight away. It is your responsibility to provide us with your up-to-date name and contact details. You should make sure that the arrangements for receiving mail at your address are safe.
2.7 You authorise us to communicate with you by letter, electronic mail or telephone or via EquityGateway. You are responsible for ensuring that the address, electronic mail address, Security Details and other contact details provided to us are always kept up to date and safe from disclosure to or access by any unauthorised person.
2.8 We may record and monitor any communication with you, including telephone calls made relating to any Orders, for the purposes of training, checking instructions, verifying your identity, ensuring that we are meeting our service standards and legal requirements and other associated purposes and you hereby expressly consent to such recording and use. These recordings may be used as evidence if there is a dispute. Copies of recordings that we make of conversations with you (by telephone or by electronic communication or meeting minutes) will be available on request for a minimum period of five years and, where requested by a regulator or any other competent authority, for a period of up to seven years. Any correspondence or notices we send by electronic means will be deemed received the same day as they are sent.
2.9 We do not accept any responsibility in the event that any emails sent by you do not reach us or any emails sent by us do not reach you. We shall not be liable for any loss or damage you may suffer or incur as a result of any non-delivery of your emails.
2.10 Before opening or using any documents or attachments, you should check them for viruses and defects. We shall not be liable in respect of any affected documents or attachments.
2.11 You are responsible for ensuring all electronic communications sent by you to us are free from viruses or defects and you will be responsible for any losses we may incur if you fail to do this. If a communication from you is found to contain a virus, it may not be accepted by us. We shall not be liable in the event that you suffer or incur any loss or damage as a result of any such communication not being accepted by us.
2.12 You are accepting, agreeing, and entering into this agreement electronically by accepting them on EquityGateway. You acknowledge and understand that by electing to accept via EquityGateway, any Share Account related set-up form(s), Orders, and other on-line forms we may require for you to use EquityGateway: (1) this agreement, any Orders, and any other instructions you submit to us are in each instance the legal equivalent of your manually signing and delivering these documents to us; (2) you will be legally bound by the terms, conditions, orders, and instructions contained in those documents.
2.13 Our electronically stored record of your acceptance, any written instructions or authorizations, and this agreement are agreed to be the true, complete, valid, authentic, and enforceable records, admissible in judicial, administrative, or arbitration proceedings to the same extent as if the documents and records were originally generated and maintained in a paper or printed form. You agree not to contest the admissibility or enforceability of our electronically stored copy of your signature and such documents in any lawsuit, arbitration case, or other proceeding involving you and us.
3.1 We will assume that any communication which comes from you and is consistent with your Security Details is, in fact, from you and we will assume that any document which we receive and which appears to have been signed by you has been authorised by you. We will not be required to establish the authority of anyone quoting or using your Security Details. You must keep your Security Details safe from disclosure to, or use by, unauthorised persons because their object is to protect your Share Account and to prevent identity theft, fraud and other criminal activity by unauthorised persons.
3.2 Global Shares ESL does not conduct business in the US; Global Shares US does not conduct business outside of the US. Accordingly, when you are communicating with us about your Share Account trading-related services, then (1) when you are located outside of the US you are communicating with Global Shares ESL; and (2) when you are located within the US you are communicating with Global Shares US.
4.1 We may need to change this agreement from time to time to reflect changes in law or best practice or to deal with additional features which we introduce, to amend fees and charges, or for other reasons.
4.2 We will normally try to give you at least 10 days’ notice, where practical, of any change. Alternatively, we will notify you of a change when you next access EquityGateway.
4.3 The amended agreement will come into effect and be valid and binding as and from the date specified on the first page. That date will also be specified in any email sent to you in connection with the change.
4.4 Notwithstanding the amended agreement will already be effective, we may request that you accept the amended agreement when you next access EquityGateway. If you do not accept the amended agreement, you will not be permitted to continue to use EquityGateway or the Share Account Service and you will be deemed to have requested that you withdraw from the Share Account Service and that all your Securities and money be transferred to you in accordance with this agreement or, at our discretion, you will be deemed to have submitted a Deemed Sell Order to us.
4.5 Up to date copies of this agreement and our current charges can always be obtained via EquityGateway or by contacting us.
5.1 We have a procedure to help us resolve all complaints from our clients effectively. This procedure does not affect your right to take legal action if you so wish. If you have any complaints about the service provided to you please contact us via EquityGateway.
5.2 Limited Government Protection: For non-US Persons availing of Share Account Services, the Malta Investor Compensation Scheme applies for accounts held with Global Shares ESL in the event of its insolvency or bankruptcy. The maximum amount investors can claim is 90% of the money they have lost up to a maximum of €20,000. See https://www.compensationschemes.org.mt/.
5.3 Limited Government Protection: For US Persons availing of Share Account Services, the US Securities Investor Protection Corporation provisions apply for accounts held with Global Shares US in the event of its insolvency or bankruptcy. SIPC’s maximum coverage is limited to $500,000 per customer, including up to $250,000 for cash, as further summarized here:
SIPC website: https://www.sipc.org/for-investors/what-sipc-protects.
FINRA website: http://www.finra.org/investors/your-rights-under-sipc-protection.
5.4 You may also contact the following for complaints relating to Share Account Services received from Global Shares ESL:
Office of the Arbiter for Financial Services
Address: Notre Dame Ditch, Il-Furjana, Malta
Phone: +356 2124 9245
https://financialarbiter.org.mt/en/Pages/Home.aspx
5.5 You may also contact the following for Global Shares US or US Broker as set out in Part 4:
FINRA: https://www.finra.org/investors/have-problem/file-complaint
SEC: https://www.sec.gov/oiea/Complaint.html
5.6 For data protection issues, you may choose to contact the Office of the Information and Data Protection Commissioner at the following for Global Shares ESL:
Office of the Information and Data Protection Commissioner
Information and Data Protection Commissioner
Level 2, Airways House
High Street
Sliema SLM 1549
Malta
Telephone: (+356) 2328 7100
Email: [email protected]
6.1 You hereby represent, warrant and undertake the following to Global Shares:
(a) Your name, address, email address, telephone number, residence, Tax Number and Bank Account details as shown on EquityGateway are all correct, complete and up to date;
(b) You are of legal age in your country of citizenship and the country in which you are currently resident (e.g., at least 18 years of age) and do not suffer from any incapacity affecting your legal authority to enter into this agreement;
(c) You are the person entitled to the money in your Bank Account and your Bank Account is in your name; and
(d) All of the information you provide is now and will continue to be true, accurate, and complete in all respects.
6.2 You hereby represent, warrant and undertake the following to Global Shares, notwithstanding any information which may be displayed on EquityGateway or which may otherwise have been supplied by Global Shares:
(a) If you instruct us that you want to exercise any Option, that you are entitled to exercise it, that your Option is valid and extant and capable of being exercised by you and that no other person has any rights, interests or charges in or over the Option or any resulting Securities;
(b) Before you give us any instructions or Orders, you warrant to us that you are entitled to give such instructions or Orders without impediment or condition;
(c) You are entitled to have your Securities held in the Share Account and no other person has any rights, interest or charges in or over such Securities; and
(d) You have complied with all applicable legal and regulatory requirements necessary for you to lawfully make use of the Share Account.
6.3 For the avoidance of doubt, the representations, warranties and undertakings in sections 6.1 and 6.2 are deemed to be repeated by you on each day that we or the Broker holds Securities for you in connection with the Share Account Service and on each day this agreement exists between us.
7.1 We may from time to time require you to provide us withsufficient identification and source of funds documentation for Anti-Money Laundering/Counter Financing of Terrorism legislation purposes. If we request this, you must provide it to us within thirty days of our request to you. This normally takes the form of the following documents, but we reserve the right to seek additional documentation and/or evidence:
(a) Certified copy of your current passport, driver’s licence, national identity card or other officially issued photographic identification (certified as a true copy by a practising lawyer, member of the police force, government official, embassy staff or medical professional);
(b) Certified copy of a utility bill, insurance statement, local authority document, bank statement or insurance statement which is no more than six months old and which shows your name and current address (certified as a true copy by a practising lawyer, member of the police force, government official, embassy staff or medical professional); and
(c) To the extent required by us, a full and detailed explanation of the source of the funds used by you to contribute to the Share Plan, purchase Securities or to pay Option Costs, Taxes, Costs and any other expenses associated with your current or former ownership of Securities and the use of the Share Account Service.
7.2 If we are not satisfied with the documents and/or information supplied by you to us pursuant to section 7.1 (or if you do not provide them within the thirty day time period), we may, at our absolute discretion, suspend or discontinue your use of the Share Account Service and we may deem you to have submitted a Deemed Sell Order to us. The indemnity provided under section 12 shall apply to a Deemed Sell Order under this section.
7.3 We reserve the right to conduct background checks on you. This will normally involve reviewing information about you in online databases, but it may include other methods also. Global Shares will only use legitimate and lawful methods of carrying out background checks. We also reserve the right to contact you for an explanation of, or further information on, the results of those background checks. By accepting this agreement, you are consenting to the carrying out of all such background checks. You will not be able to utilise the Share Account or give us any instructions or Orders until such time as we are satisfied.
7.4 If we are not satisfied with the result of such background checks and/or your explanation of any matters arising from them, we may, at our absolute discretion, cancel this agreement.
7.5 We may, at our discretion, engage the services of a third party to carry out the background checks for us and you hereby consent to that.
7.6 We reserve the right to charge you a fee for the provision of the above AML/CFT and background check service. Such fees are set out in Schedule 1.
7.7 Until you provide us with sufficient documentation and/or information, your Share Account will be restricted preventing you from submitting sale or transfer Orders to us. Global Shares shall not be responsible for any losses due to your not being able to exercise Options, trade or otherwise utilise your account. Global Shares may, at our discretion, hold any money or Securities belonging to you until we are satisfied that you have completed all required Anti-Money Laundering/Counter Financing of Terrorism and other checks which we deem appropriate.
8.1 If any member of the Global Shares Group does not or cannot enforce a term or condition, this will not affect its rights to enforce the rest of the conditions or to enforce that term or condition at another time. No conduct or delay on the part of any member of the Global Shares Group shall be taken as a waiver or variation of any rights unless we expressly waive or vary a particular right in writing. No waiver or variation on a particular occasion will operate as a waiver or variation of any rights any member of the Global Shares Group might have in respect of any other matter.
8.2 The Schedules to this agreement are included in, and form part of, this agreement.
8.3 If you owe us any fees or other monies under this agreement, you hereby expressly authorise us and agree that:
(a) If we hold any funds for you, we may set off and deduct all monies owed from the funds we hold for you; and
(b) If we do not hold any, or sufficient, funds for you, we shall have the authority to sell such number of your Securities, at the prevailing market price, as are needed to be sold to pay any amounts owed to us plus any interest charges and other fees and expenses incurred.
8.4 We may employ or appoint other persons (including other members of the Global Shares Group) as our agents and subcontractors on such terms as we think fit to carry out any part of our obligations or discretions under this agreement. We will take reasonable care in the selection and continued use of any such person.
8.5 Assignment, Novation and Transfers You hereby consent to us being entitled at any time to assign, transfer, novate, mortgage, charge, subcontract, grant security over, assign by way of security, declare a trust over or deal in any other manner with any of our rights and obligations under this agreement to another company within the Global Shares Group, who is in our reasonable opinion able to perform our obligations under this agreement (the “Transferee”) without us requiring any further action on your part, and you agree that this consent shall be effective and valid for all regulatory and contractual purposes. The Transferee shall be part of the Global Shares Group and shall be an appropriately regulated entity. We shall give you notice of any of these actions by either (a) making a notice available to you on your EquityGateway and/or (b) sending a notice to you by email. Any notice may specify the date on and from which the Transferee will assume our rights and obligations under this agreement (the “Transfer Date”). Any changes to the agreement which will be necessary because of the transfer, for example (without limitation) changes of address and banking details, will be set out in the transfer notice. The transfer will not affect any rights you may have which relate to the period before the Transfer Date. You agree that you will not be entitled to assign, transfer, novate or otherwise seek to transfer or dispose of your rights and/or obligations under this agreement.
8.6 Transfer of Client Assets You hereby consent to us being entitled at any time to assign, transfer or novate any assets (whether funds and/or financial instruments or other rights) which are held by us or by the Broker on your behalf to the Transferee or its nominee (each of which shall be an entity within the Global Shares Group) without us requiring any further action on your part. We shall give you notice of any of these actions by either (a) making a notice available to you on your EquityGateway and/or (b) sending a notice to you by email. Any notice will specify the Transfer Date on and from which the Transferee will assume our rights and obligations under this agreement. You agree that this consent shall be effective and valid for all regulatory and contractual purposes, including but not limited to, laws and regulations directed to the protection of client assets under MiFID, EU law, US law or other laws.
With effect from the Transfer Date:
(a) This agreement (as amended from time to time) shall be treated for all purposes as having been transferred to and as if entered into between you and the Transferee in place of us;
(b) We shall be released and discharged from all of our obligations and liabilities under this agreement;
(c) References to “us” and to “we” in this agreement shall be read as references to the Transferee and if applicable the new nominee; and
(d) We and the Broker shall be discharged from any obligations and liabilities which it may have under this agreement and shall be substituted by the Transferee or a nominee of the Transferee.
8.7 No Third Party Rights Nothing in this agreement is intended to benefit a third party other than members of the Global Shares Group.
8.8 Language We provide our contractual terms in English and we will only communicate with you in English during the provision of the Share Account Service, unless another language has been agreed. Any translation of this agreement into any language other than English should be treated as being for information only. This agreement in English shall be the sole operative agreement governing the operation of the Share Account Service.
8.9 Laws and Jurisdiction.This agreement shall be governed by and shall be construed in accordance with the laws of Ireland and you hereby agree with us to submit for all purposes in connection with this agreement to the exclusive jurisdiction of the Courts of Ireland. Each party irrevocably waives any right it may have to object to any action being brought in the courts of Ireland, to claim that the action has been brought in any inconvenient forum or to claim that the Irish courts do not have jurisdiction. Insofar as your Share Account and our Share Account Services are performed for US Persons by Global Shares US, those aspects of our relationship and this agreement will also be subject to and governed by US federal and applicable state securities laws and related rules, and in accordance with the dispute resolution provision agreed with the Broker.
8.10 Severance. Each of the provisions of this agreement shall be severable and distinct from one another and if one or more of such provisions is invalid or unenforceable the remaining provisions shall not in any way be affected.
8.11 By agreeing to this agreement you confirm that any Securities and any monies held pursuant to this agreement may be used as security for:
(a) Costs and any other fees, commission or other costs payable to us pursuant to this agreement and/or any documents referred to in this agreement; and/or
(b) The reimbursement of any tax charged to the Global Shares Group.
8.12 We have the right to:
(a) reverse any transaction to obtain reimbursement of tax, Costs and any other fees, commission or other costs which we or the Broker incur; and/or
(b) offset monies due to you against monies due from you.
8.13 This section will survive the termination of this agreement and the termination of your participation in any and all Share Plans.
8.14 Set Off. If we owe you more money than you owe us, we can pay you the difference to settle the amounts that we owe each other. If you owe us more money than we owe you, we may require you to pay the difference to settle the amounts that we owe each other.
8.15 In the event of the termination of this agreement you will remain responsible for:
(a) Any transaction pending at the time this agreement is terminated;
(b) Any instructions or Orders which you have given to us; and
(c) Any Costs, commission, fees, taxes or social security contributions and any other charges that remain unpaid at the time this agreement is terminated.
Termination will be without prejudice to the completion of any transaction already initiated.
8.16 Any termination of this agreement will be without prejudice to any other rights or remedies a party may be entitled to under this agreement or at law and shall not affect any accrued rights or liabilities of either of the parties nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
8.17 Cash fractions (for example a fraction of a whole euro or dollar) arising in respect of money due to you are rounded down to the nearest penny or cent as applicable (or, where different, the equivalent denomination of the same currency as that in which the Securities are denominated) and in each case the difference will be kept for our own benefit or we may, at our discretion, send it to a charity of our choice.
8.18 If you receive a benefit (e.g. a dividend) which relates to Securities you have sold, you may have to account for this benefit to the new owner of the Securities. The date upon which you may lose your entitlement to any benefit is usually the date on which the Securities are traded on the relevant exchange, not the date upon which the transfer is registered by the relevant registrar. If we are aware of a claim at the time when we receive the money we may deduct any relevant amount from the proceeds of sale.
8.19 Inducements We are required to comply with regulatory requirements on inducements. This means in summary that we are not permitted to accept or retain any fees, commissions, monetary or non-monetary benefits (each an “inducement”) paid or provided by a third party in relation to our service to you. We are similarly not allowed to pay or provide any inducement to any third party in relation to the provision of services to you. We can only accept or retain or pay or provide such inducements if they meet certain conditions. The inducement must not impair compliance with our duty to act honestly, fairly and professionally in accordance with the best interest of our clients and it must enhance the quality of the relevant service to you. We must also make disclosures about the inducement to you before we provide the relevant service to you.
8.20 Without prejudice to section 14we may choose to suspend or withdraw the Share Account Service due to 1) developments in legislation or regulation; 2) should it materialise that you are not eligible or permitted to participate as envisaged by us by applicable legislation and/or regulation; 3) termination of our agreement with the Company or 4) for other reasons we determine to be material to us, without giving you any notice that the Share Account Service is no longer available. To the extent permitted by law and regulation any deals that we have accepted but that have not settled prior to the Share Account Service being withdrawn will be completed.
8.21 Under regulatory requirements, we may be obliged to make information about certain transactions public. You agree and acknowledge that any and all proprietary rights in such transaction information are owned by us and you waive any duty of confidentiality attaching to the information which we reasonably disclose.
8.22 Personal Identifiers If you are a natural person (i.e. not a legal entity) then on accepting you as a client we will obtain from you personal information (such as your date of birth, name and nationality or citizenship) which is necessary for our processes, such as our anti-money laundering due diligence and for transaction reporting. We will need to keep this information up to date. If we are unable to report transactions with complete and accurate personal identifier details about you we may, at our discretion, determine that we cannot continue to execute transactions with or for you. You should keep us updated (whether or not we make a request) with any changes to your personal identifiers, for example if you change your name on becoming married or if you change your nationality or citizenship or take on dual nationality or citizenship. If you become aware that we have been given inaccurate information, such as a mistake has been made in providing your date of birth, you should notify us immediately.
9.1 Global Shares Ireland Limited of Building D, West Cork Technology Park, Clonakilty, Co. Cork P85 EY90, Ireland is a data processor and Global Shares ESL is a data controller for the purposes of this agreement.
9.2 By accepting this agreement and by proceeding to use the Share Account Service, you
accept that we are required to process your personal data in order to give effect to our obligations to provide a contractual service to you.
9.3 Without prejudice to section 9.2, you hereby agree that we may process the personal data (including sensitive personal data) that we collect from you in accordance with our Privacy Policy available on our website. In particular, we will use information we hold about you for the purposes of:
(a) providing the Share Account Service to you;
(b) providing transaction reports and other information to relevant regulators, tax authorities and other legislative or regulatory bodies having jurisdiction; and
(c) providing information about your Options, Securities and money to the Company Group.
9.4 Any personal data which Global Shares obtains from you in providing the Share Account Service will be held by Global Shares in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679) and relevant domestic legislation or regulation.
9.5 Global Shares will only hold, use or otherwise process such of your personal data as is necessary to provide you with the agreed services. Your details will only be disclosed in accordance with the principles set out in the Data Protection Legislation:
(a) to any person if that person has legal or regulatory powers over Global Shares;
(b) to the Broker or any other person or body in order to facilitate the provision of the Share Account Service and/or the Share Plan(s) in which you participate;
(c) to any Appointed Tax Agent or payment agent; and/or
(d) to the Company Group.
9.6 Global Shares will only transfer, store, or process your personal data outside of the European Economic Area in compliance with the General Data Protection Regulation (Regulation (EU) 2016/679). By agreeing to this agreement you acknowledge we may transfer, store and process your personal data outside the European Economic Area and instruct Global Shares to do so in the following circumstances:
(a) to other members of the Global Shares Group;
(b) to other agents who Global Shares may use to provide the Share Account Service; and/or
(c) to third parties who provide services to Global Shares (for example to Microsoft Inc. as suppliers of data hosting and cloud IT services).
9.7 For all persons based outside of the European Economic Area, by signing up to this agreement you hereby acknowledge we may transfer, store and process your personal data inside the European Economic Area and instruct Global Shares to do so in the following circumstances
(a) to other members of the Global Shares Group
(b) to other agents who Global Shares may use to provide the Share Account Service: and/or
(c) to third parties who provide services to Global Shares (for example to Microsoft Inc. as suppliers of data hosting and IT services).
9.8 By signing up to this agreement, you acknowledge that such transfer, storage and processing of your personal data by Global Shares are (a) necessary in order to provide you with the Share Account Service pursuant to this agreement and (b) that we have a legitimate interest in processing your personal data.
9.9 You acknowledge that members of the Company Group may have access at all times to the records we hold about you about your Share Plan participation.
9.10 With respect to US Persons, Global Shares US is subject to the privacy Subtitle A of Title V of the Gramm-Leach-Bliley Act, the related Regulation S-P (Privacy of Consumer Financial Information), and various state privacy laws and related rules, including without limitation the EU-U.S. Privacy Shield Framework and Swiss-U.S. Privacy Shield Framework as set forth by the US Department of Commerce regarding the collection, use, and retention of personal information transferred from the EU and Switzerland to the US (https://www.privacyshield.gov/welcome) and the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et seq. and related rules (“CCPA”) (together, “US Privacy Laws”) regulating the privacy of personal information. Global Shares Ireland Limited will be acting as a “service provider” (as defined in the CCPA) and data processor, and Global Shares US will be acting as a service provider and data controller, and each will comply with the applicable US Privacy Laws relating to your personal information. We will not sell, rent, disclose, release, transfer, make available, or otherwise communicate your personal information to any third party for monetary or other valuable consideration (or otherwise share your information without restrictions) and will not retain, use, or disclose your personal information for any purpose other than the specific purpose of performing our obligations specified in this agreement. For additional information about our privacy practices and your rights under privacy laws, please visit our website at “www.globalshares.com”.
9.11 Please send any questions, comments and requests regarding our data processing practices to us via EquityGateway. Please remember to quote your name, the name of the Company and your Global Shares ID.
10.1 If you are designated by the Company as an “insider”, a person discharging managerial responsibilities or similar, and if required by the Company, you agree (1) to comply with the Company’s policies and procedures with respect to Options and Securities, including any “blackout” periods prohibiting trading; (2) not to use EquityGateway to engage in any “insider trading” that would violate applicable securities laws or related rules; and (3) authorise us to notify the Company of any trades completed by you. You are also solely responsible for timely filing reports with respect to your trading with all regulatory authorities having jurisdiction.
11.1 Save as expressly stated in this section11, we are not responsible to you for any foreseeable or unforeseeable loss and damage caused by us or any other person unless but only to the extent it is due to our gross negligence, wilful deceit or fraud. We are also not liable to you for any indirect or consequential loss.
11.2 We will take reasonable care in providing access to EquityGateway and in operating the Share Account Service and will only be responsible to you for any losses or expenses (including loss of Securities) suffered or incurred by you which are a direct result of our material breach of this agreement, wilful deceit or fraud. We do not accept liability for any losses or expenses suffered or incurred by you which are not a direct result of our material breach of this agreement, wilful deceit, or fraud.
11.3 Without prejudice to section 11.1 and 11.2 we do not accept liability for any losses or expenses suffered or incurred by you as a result of any acts or omissions of any third party which is not a member of the Global Shares Group.
11.4 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
11.5 We are not responsible for actions, omissions, interruptions, disruptions, or events of any kind (“Events”) outside our control regardless of whether such Events may have been foreseen or otherwise foreseeable. If our provision of the Share Account Services or support for the portal or the Services is delayed by an Event outside our control, then we will take steps to mitigate the effect of the delay. We will not be liable for delays or costs caused by the Event.
11.6 We do not accept any responsibility for any losses or expenses suffered or incurred by you as a result of your failure to adhere to any personal obligations imposed on you under this agreement or by the laws or related rules of the jurisdiction in which you are resident.
11.7 The Share Account Service is provided for lawful purposes only. We do not accept and hereby disclaim any responsibility or liability in the event that the Share Account Service or EquityGateway through which the Share Account Service is provided is misused in any way.
11.8 Any documents / instructions / cheques sent by you, or to you are sent entirely at your own risk. We do not accept liability after dispatch of any document to you.
11.9 You will be liable for all instructions given to us (including instructions given on your behalf) relating to the Share Plan and the Share Account Service. We will not be liable to you for any loss or liability suffered or incurred by you as a result of acting on your instructions and/or in accordance with this agreement.
11.10 You should be aware that from time to time the Share Account Service may not be available due to planned maintenance. Whilst we will endeavour to complete such maintenance outside of the trading hours of the Exchange, this may not always be possible. We will not be liable to you for any loss suffered or incurred by you due to the unavailability of the Share Account Service as a result of maintenance.
11.11 WE SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, LOSS OF REVENUE OR PROFITS, COST OF REPLACEMENT OF SERVICE, TRADING LOSSES, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, LOSS OF DATA OR USE, DAMAGE TO EQUIPMENT AND CLAIMS AGAINST THE LICENSEE BY ANY THIRD PERSON) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE EQUITYGATEWAY, OR OUR FAILURE TO PERFORM OUR OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE.
12.1 You must indemnify us fully and promptly on demand and hold us harmless (and keep us indemnified and held harmless) from and against any and all loss or liability (including, without limitation, tax charged to us) whatsoever which may be suffered or incurred by us, which relates to or arises, directly or indirectly from, 1) the lawful and proper carrying out of our obligations to you or 2) as a result of acting on instructions we receive from you or which are given on your behalf, 3) as a result of our relying on the representations, warranties and undertakings given by you in sections 6.1 and 6.2 or 4) as a result of our relying on any information given by you to us or 5) your failure to comply with:
(a) your obligations under this agreement;
(b) applicable law (including the constitution of the Company and any rules applying to the Securities);
(c) any provision of any Share Plan Rules; and/or
(d) any liens, garnishments, subpoenas, and other types of legal processes we receive from or with respect to a third party claimant pertaining to you or your assets or interests as may be held in your Share Account from time to time.
12.2 The indemnity in this section 12 will not apply to:
(a) any loss as but only to the extent proximately caused by fraud, gross negligence or wilful default of any member of the Global Shares Group (or their officers, employees agents or subcontractors); or
(b) circumstances where we are prohibited from receiving an indemnity pursuant to applicable laws or regulations, but only to the extent of such prohibition.
12.3 In section 12, you agree that the expressions “we”, “us” and “our” will also include and refer to each member of the Global Shares Group and their respective officers, agents, contractors and employees. The indemnity in this section 12 will survive the termination of this agreement.
13.1 We may terminate the Share Account Service at any time by giving you 20 Business Days’ written notice of our intention to do so. We will request that you withdraw your Securities from the Share Account Service within this notice period. If you do not do so, you will be deemed to have submitted a Deemed Sell Order to us. We may exercise our rights under this section for any reason at any time without your consent.
13.2 If Global Shares terminates the Share Account Service to you in accordance with section 13.1 or section 8.20 and you do not provide us with details of an alternative bank and broker to which we should transfer your cash and, we may 1) deem you to have submitted a Deemed Sell Order to us or 2) hold your cash and securities in a separate segregated account which may have an annual fee applied until you provide us with the details required to process the transfer.
14.1 If we receive formal notice of your death, bankruptcy or mental incapacity we will sell all your Securities or transfer all your Securities into the name of the duly appointed administrator or executor of your estate (or equivalent personal representative) in accordance with the instructions of such administrator or executor (or equivalent personal representative). This agreement shall apply with the necessary changes having been made. Any Costs payable are set out in sections 15 to 46 (inclusive) and in Schedule 1. Once the aforementioned sale or transfer has been effected we will then no longer hold the Securities for your estate, this agreement will no longer apply to those Securities and, we will pay out any monies that we hold on your behalf. The Share Account will no longer be made available to your estate.
14.2 While in the ordinary course we will seek to take instructions from your duly appointed administrator or executor (or equivalent personal representative), in the event we cannot obtain such instructions from them to our satisfaction, we reserve the right (at our absolute discretion) to either
(a) obtain instructions from the Company or another member of the Company Group; and/or
(b) act in accordance with this agreement as if your employment with the Company Group had ceased and we could not return your Securities and/or money to you.
Section A - Share Plan Administration – General Terms
15.1 For the avoidance of doubt, any Options(s) or Award(s) that you may have pursuant to a Share Plan will not be held on your behalf within the Share Account – you hold such Option(s) or Award(s) yourself. As such your Option(s) or Award(s) will not be affected in the event that we become insolvent or bankrupt.
15.2 If you wish to use this service, it is solely your responsibility to ensure that you are legally permitted to join the Share Account Service, to complete any necessary formalities and to inform yourself about and observe any applicable legal requirements including (without limitation) any reporting, tax, currency or exchange control requirements as these relate to your participation in the Share Account Service. Where this agreement has been received in a country where the provisions of such a service would be contrary to local laws or regulatory procedures or legal formalities, this agreement should be treated as being for information purposes only. If there is any doubt regarding your suitability to join the Share Account Service, you should seek independent professional advice. Should it materialise that you are subject to the jurisdiction of such a country we may, at our discretion or at the direction of the Company, cancel your participation in the Share Account Service.
15.3 Residents of other jurisdictions that do not allow the offering of financial services to their citizens without a specific licence or permission or tolerate it only to a limited extent must not utilise the Share Account Service and herewith indemnify Global Shares against any damage, costs or loss that Global Shares suffers by violating any prohibition.
15.4 You agree not to assign, pledge, hypothecate, or grant any security interest to any other person in or with respect to any assets you may hold in your Share Account.
15.5 We do not provide, and hereby disclaim, any advice or recommendations of any kind with respect to your Options, Awards, Securities, or assets held in your Share Account. Any Order you place for your Share Account through EquityGateway will be treated for all purposes as “unsolicited”. We will not exercise any discretionary authority to place any Order other than upon your direction, except with respect to the execution Broker, price, time, and market, or as specifically provided in this agreement.
16.1 You agree that (1) our obligations to you, and (2) your operation of the Share Account and your instructions to us are at all times subject to (a) all applicable laws and regulations and (b) the Share Plan Rules. You agree that we may take any action which we in good faith believe is required by any applicable laws or regulations or the Share Plan Rules, including but not limited to restricting, suspending or terminating the Share Account Services which we provide to you and not acting on any instructions which you give to us. In the event that (a) any applicable laws and regulations or (b) the Share Plan Rules provide for any malus, clawback or similar or analogous provisions, you authorise us to transfer or return, without payment to you, your interest in any Securities to the Company or to any third party nominated by the Company as the case may be
16.2 Conflicts of Interest Any member of the Global Shares Group, the Cash Payment Provider, any Broker and our agents and subcontractors may effect transactions notwithstanding that it has a direct or indirect material interest or a relationship of any description with another party which may involve a conflict with its duty to participants using the Share Account Service. We manage those conflicts of interest of which we are aware, and monitor the effectiveness of our policies and procedures on a regular basis. We make every effort to disclose our interests and those of our employees where it is suspected that a conflict of interest may arise.
17.1 If you have Securities held by a Trustee in a trust on your behalf:
(a) Schedule 2 shall apply to you in relation to those Securities held in trust by that Trustee;
(b) you acknowledge and agree that the Trustee has engaged Global Shares to provide administration, record-keeping and other services to the Trustee;
(c) if you send a valid request to sell or transfer shares using the EquityGateway system, that request is processed by Global Shares on behalf of the Trustee;
(d) that request will in the normal course be delivered as an Order to the Broker on behalf of the Trustee; and
(e) the Trustee rather than you shall at all times be the client of the Broker.
17.2 If you have Securities held by a Trustee in a trust on your behalf, this agreement shall be interpreted accordingly such that:
(a) the Trustee is the legal entity which is entitled to receive the net proceeds of sale, notwithstanding that these may be delivered directly to you at the request of the Trustee; and
(b) Tax, Costs and other taxes and deductions will be calculated by reference to you as beneficial owner of the Securities as required but only as it relates to those Securities held by a Trustee in a trust on your behalf.
18.1 You irrevocably and unconditionally authorise us to act as your agent to:
(a) instruct the Broker, clearing house, custodian, payment or foreign exchange agent to transfer money to make the necessary payments to the issuer, tax authority or your personal bank account as per the details provided via EquityGateway;
(b) select, at our discretion, the Broker to execute Orders and/or to hold your Securities and Cash and to change such Broker from time to time as we deem most appropriate for the provision of the overall service to you;
(c) instruct the transfer of your account, Securities and/or Cash with an existing Broker, custodian, clearing firm and / or bank to hold to a new Broker, custodian, clearing firm and / or bank to hold as selected by us;
(d) select the custodian, clearing firm and / or bank to hold, transfer and pay your Securities and Cash as part of the Share Account Services to you and to change such custodian, clearing firm and / or bank from time to time as we deem most appropriate for the provision of the overall service to you;
(e) assign, transfer and/or novate any contract formed between you and the Broker and any custodian, clearing firm and / or bank;
18.2 By agreeing to be bound by this agreement, you give us your authority to sign, complete and deliver any transfer form or, without limitation, other document and to do anything else we think necessary or desirable to give effect to your instructions and this agreement and/or to facilitate us holding your Securities for you and providing the overall service to you under this agreement.
18.3 If at the time of cessation of employment with the Company Group you hold vested Options or Awards, you may have a limited time to exercise these Options or receive Securities from an Award. After this time the Options and Awards may lapse. The time limits that apply to any applicable Share Plan will be governed by any applicable Share Plan rules. Information relating to these time limits will be available on your EquityGateway, but you should always refer to the Share Plan rules.
18.4 It is your responsibility to correctly, clearly and fully instruct Global Shares in accordance with the current process which has been notified to you (if any) if you want to exercise your Options before they lapse. If no process has been agreed, you should contact Global Shares by using the “Contact Us” facility on your EquityGateway and the first line of the message should read “Urgent – Option Exercise Instruction”. Global Shares will not be responsible for any delay or inaction on your part, or if you notify a third party other than Global Shares (even if that third party notifies Global Shares) and will not be liable for any losses due to Options or Awards lapsing.
19.1 If required pursuant to any applicable Share Plan, a portion of your salary (or money otherwise made available) will be sent by the Company Group to us so that it may be invested it in Securities on your behalf or, if required, maintained in a client asset account for you.
19.2 Upon receipt of cleared money in respect of such monies such money will be used to either purchase Securities on your behalf and such Securities will then be held in the Share Account, or the money will be maintained in a client asset bank account for you.
20.1 A member of the Company Group may withhold the Tax in respect of the exercise of your Option or Vesting of your Awards levied in relevant jurisdiction(s).
20.2 Tax may be calculated by the Appointed Tax Agent or by a member of the Company Group. We will not independently calculate or verify this calculation; doing so is your responsibility.
20.3 The Company Group may send the tax to the relevant tax authority on your behalf.
20.4 Subject to section 20.3 above, the Broker will send any Option Cost and any monies withheld for Tax to the Company Group on your behalf following the exercise of any Option or Vesting of any Awards.
20.5 If you exercise your Option and this results in the delivery of a Cash Payment, it shall be the Company’s sole responsibility to send any Cash Payment to you.
20.6 It will be your responsibility to update any change(s) to your Bank Account details on EquityGateway. Your Bank Account must be in your name.
20.7 Save in respect of Backup Withholding and any Tax deducted, neither we nor the Company Group will take into account any other taxes which may be levied on the exercise of your Option, Vesting of your Awards or sale or transfer of any Securities pursuant to the Share Account Service. It is your sole responsibility to calculate, report and pay all your taxes.
20.8 The decision to exercise your Options or sell or transfer your Securities is solely your responsibility. You should exercise your own judgement when making any decision in relation to any dealings in the Securities and ensuring that the Share Account Service meets your own requirements.
20.9 You should seek your own investment, taxation, financial, legal or other advice from suitably qualified professional advisers before making any decision or giving us any instructions or Orders.
20.10 You acknowledge and agree that Securities values may go down as well as up and may result in you not receiving back the full amount invested. Historical performances are not indicators for future performances.
20.11 The price of Securities may fluctuate in the period after you send your instruction but before we receive it and it is executed. If, as a result of market fluctuations, insufficient money is realised from the sale of your Securities to cover any Option Cost, Costs and, if applicable and deducted any Tax and Backup Withholding, it will be necessary for us to contact you to recover the shortfall and you agree to pay any such shortfall to us.
Note: This section 21relates only to SAYE-type Share Plans. If you are not a member of an SAYE-type Share Plan, then this section will not apply to you.
21.1 You authorise the Company Group to deduct the agreed periodic savings amount from your pay and lodge it to your Share Account or such other account as is designated for the purpose, until such time as you have completed all the agreed monthly contributions relevant to the length of your SAYE Plan contract or until cancelled by you in writing.
21.2 You acknowledge that any Option granted to you will be governed by the Share Plan Rules and any Securities under the SAYE Plan will be governed by the constitutional documents of the Company and you agree to be bound by these.
21.3 You agree that all contributions that are due to be repaid to you in respect of the Share Plan, will be made to you directly or to the Company on your behalf.
21.4 You understand that you are under no obligation to exercise your Option at the end of the Option Period.
21.5 You authorise us to deduct any tax (including Tax) due on the exercise of your Option from your pay, where so required by legislation and/or by the relevant tax authorities and to pay it to the Company for onward payment to the tax authority and you agree that you shall not be entitled to receive Securities upon the exercise of your Option unless arrangements satisfactory to your employer have been made to fund any statutory withholdings required.
21.6 You hereby warrant, represent and undertake to us that:
(a) you are eligible to participate in the SAYE Plan which has been arranged by the Company Group;
(b) (For UK and Ireland SAYE Plans) your savings contract will not breach the restrictions in the prospectus associated with the SAYE Plan and if it does, you will lose any interest or bonus under the SAYE Plan;
(c) the information you have given in connection with this application is accurate, complete and true; and
(d) you are applying for an Option on your own behalf and not as a trustee or nominee for any other person.
21.7 You acknowledge that you can cancel your agreement to participate in the SAYE Plan at any time.
21.8 You agree that if you cancel at any time before maturity, you may lose your right to exercise your Option. Should you wish to cancel this Agreement please contact Global Shares by using the “Contact Us” facility on your EquityGateway.
Section B - Share Account Service – General Terms
22.1 Prior to any purchase of Securities, your local currency will be converted into the same currency as that in which the Securities are denominated, as required. A currency exchange commission or fee will be payable as outlined in Schedule 1 below which you authorise Global Shares to deduct from such monies prior to being invested in Securities. The Broker may also make deductions for any taxes or charges payable on the purchase of such Securities or on related documents. In calculating such deductions, we will round up to the nearest penny or cent as applicable (or, where different, the equivalent denomination of the same currency as that in which the Securities are denominated).
22.2 If you require any money to be sent to you in a currency other than the currency in which it is received by Global Shares, or if it has to convert it for any other reason, a currency exchange commission or fee will be payable as outlined in Schedule 1 below which you authorise Global Shares to deduct.
22.3 As part of the process of converting your money into another currency, the money will be paid to another account with the Cash Payment Provider, and then a payment made out to you. Therefore, as part of this process, there may be times when your assets are not held by the Broker in a client asset account and will not be covered by the protections generally provided to you. You agree to this process and consent to your money being held and paid to you in this manner.
22.4 Subject to any Share Plan Rules, you can (1) exercise your Options in full or in part and arrange for all of the Securities to be put into your Share Account and, if you wish, sell such Securities as outlined in more detail in section 23 below; or (2) request a Cash Payment.
22.5 Your instruction can be (1) an express instruction issued by you or (2) a deemed instruction from you triggered by the occurrence of a certain event in accordance with this agreement or any Share Plan Rules.
22.6 When we transmit funds, which are to be converted into another currency prior to reaching you, it may happen that the payment is not processed fully for a variety of reasons (for example insufficient bank account details or incorrect records). In such cases, your funds may be returned to us by the bank in the original currency in which it was sent prior to being exchanged. In such cases, you agree that Global Shares is not liable to you in the event that the applicable foreign currency exchange rate changes between the date on which the funds were originally sent to you and the date on which the funds are eventually successfully sent to you.
23.1 You may instruct us to:
(a) (Sell All) Exercise your Options in full or in part and pass your instruction to the Broker to immediately sell all the resulting Securities to cover the Option Cost, Costs and, if applicable and deducted, Tax from the proceeds of the sale of the Securities and deliver the balance of the proceeds to you; or
(b) (Sell to Cover) Subject to the rest of this section 23, carry out a Sell to Cover Exercise.
23.2 Subject to the rest of this section 23, if you validly instruct us to carry out a “Sell All” or a “Sell to Cover”, the Broker will arrange the sale of the appropriate number of Securities, deduct the Option Cost, Costs and, if applicable, Tax and Backup Withholding from the sale proceeds and send you (or the Cash Payment Provider as applicable) the residual sale proceeds by electronic transfer, or send the money to the Company for it to make payment to you.
23.3 When carrying out a “Sell to Cover”, we will make our best estimate as to the amount of the Option Cost, the Costs and, if applicable and deducted, Tax and Backup Withholding. We will calculate the number of such Securities that will need to be sold to cover such sum and reserve the right to increase this number by not more than 5% in order to reduce the risk of insufficient money being realised. Any residual cash shall be paid to you to your Bank Account.
23.4 If you instruct us to effect a Self-Funded Exercise, you must send cleared funds to the Company to cover the Option Cost and, if applicable and deducted, Tax in accordance with the procedure and payment method specified, before the exercise of your Option will be effected. We will notify you of the amount of funds that you will need to send to the Company in respect of the Option Cost and Tax and the date by which such funds must be received by the Company in cleared funds. You can also find details of the Option Price on EquityGateway by logging into your personal portal using your Security Details. The exercise of your Option and any associated transactions will not be effected until we have received confirmation from the Company that it has received and accepted all required cleared funds from you.
23.5 Any Securities which have not been sold will continue to be held in your Share Account.
23.6 In the absence of a valid instruction to the contrary, to the extent possible, Securities are sold or transferred on a “first in, first out” basis.
23.7 Fractional Shares Unless otherwise agreed between Global Shares and the Company, if you instruct us to transfer all your Securities into your own name, or are deemed to have done so (for example in the case of a Deemed Sell Order), any fraction of a Security of less than one whole Security which we hold for you will be sold and donated to a charity of our choice.
23.8 Where applicable, we will send all cheques or electronic transfers to the address or Bank Account details that we hold for you on EquityGateway and it is your responsibility to keep these up to date.
23.9 If after making reasonable enquiries we cannot find out your current address or bank account details we will not send any more documentation or payments to you until you inform us of your new address or bank account details in writing (after providing your Security Details and satisfying us of your identity). You agree that we may keep your money in your Share Account and continue to hold your money until we obtain up to date and acceptable payment details from you, in which case your Share Account may be subject to the deduction of the annual Management Fee set out in Schedule 1 (Costs).
24.1 Unless otherwise expressly agreed in writing, you direct us that any dividends received by us in respect of the Securities are to be reinvested by us by purchasing further Securities on your behalf, subject to having sufficient cash and market availability of the Securities, and any additional conditions as may be provided in the Company’s Share Plan. Such additional Securities will be held by us in accordance with this agreement. A purchase commission or fee will be payable as outlined in Schedule 1 below which you authorise us to deduct from such dividends prior to being reinvested in Securities.
24.2 We only facilitate reinvestment in whole Securities (as opposed to fractions of a security). If any residual money is insufficient to purchase a further Security, it will be retained by us on your behalf and aggregated with any future dividends paid on the Securities and used to reinvest in further Securities in accordance with this section 24, or else it will be retained for you.
24.3 If we or the Company are required by applicable law to make any deduction from any dividend or other payment due to you, we, or the Company, may do so. We may also make deductions for stamp duty or other taxes (where known), or charges payable by us or the Company on dividends or other payments due to you or on related documents. In calculating such deductions we and the Broker will round up to the nearest penny or cent (or, where different, the equivalent denomination of the same currency as that in which the Securities are denominated).
24.4 As soon as reasonably practicable on or after receipt of your dividend, monies will be aggregated with the monies of all other Share Account participants. The Broker will be instructed to purchase as many Securities as can be paid for from the aggregated monies remaining from the dividend amount after providing for the deduction in respect of purchase commission or fee pursuant to this section 24 and any applicable deductions pursuant to this section 24. Monies from the aggregated money will be applied to settle executed trades as settlement becomes due.
24.5 The Broker (and the executing broker on its behalf) may carry out several market transactions in order to acquire the number of Securities needed for the dividend reinvestment. This process may take a number of days. The prices at which the Securities are purchased may vary between transactions in which case deal prices will be averaged with all Share Account participants receiving the same price and this may operate to your advantage or disadvantage. The price at which Securities will be bought on your behalf will depend on the price of the Securities on the exchange on which they are traded when the deal is carried out. The Securities will be bought at the then current market price available at the time of dealing. Accordingly, you cannot specify a maximum or minimum price.
24.6 Due to the typically large size of aggregated dividend reinvestment trades, a validation process will be undertaken by us and the Broker to confirm that the correct number of Securities have been purchased for all participants in the Share Account Service. Only once we are able to determine finally how many Securities will be allocated to all Share Account Service participants, have carried out the necessary internal audit procedures, have allocated your Securities to you and sent you a tax voucher (or equivalent) and contract note (as appropriate) on your EquityGateway, will the purchase be regarded as complete and properly executed. Depending upon the nature of the trade, this process can take up to fourteen Business Days.
24.7 You will be notified within one Business Day of our being satisfied that all the procedures have been completed and/or when your tax voucher (or equivalent) and/or contract note (as appropriate) is available for collection from EquityGateway.
24.8 Rather than invest dividends in Securities, subject to the Share Plan Rules, the Company’s instructions to us, or law or regulation, you may direct us to pay out dividends by electronic transfer to your Bank Account or to the Company in accordance with this agreement.
25.1 If you receive extra Securities (for example, through a bonus or other capitalisation issue), we or the Broker will accept delivery and you direct us to hold the new Securities for you under the terms of this agreement.
25.2 With respect to the Company’s corporate actions we will take reasonable steps, as early as reasonably practicable, to exercise your rights with respect to Securities held in your Share Account. We will notify you of such corporate actions and, if you reply in sufficient time, we will follow your instructions with respect to the exercise of your rights. We will not act without your timely instructions, and we will not be responsible for any loss caused by your untimely response with respect to any corporate action.
25.3 If in a corporate action you are entitled to buy extra Securities (for example through a Rights Issue or a dividend reinvestment) upon receipt of your instruction we will, if applicable, subscribe for as many of the new Securities to which you are entitled as can be paid for (after deduction of applicable Costs payable on the sale of your rights and subsequent purchase of Securities) by selling the balance of the rights (a “Sell to Cover” for the purposes of this section 25) and hold such new Securities for you under this agreement.
25.4 For the avoidance of doubt we will generally deduct Costs from the sale proceeds of any sale of rights effected during a Sell to Cover before effecting the exercise of any rights or the purchase of Securities. The exercise costs will be sent to the Company on your behalf. Any applicable residual sale proceeds following a Sell to Cover in respect of which there are no remaining rights capable of exercise will be remitted to you by electronic payment or maintained for you in a client asset bank account.
25.5 In the event you do not hold sufficient rights to generate sufficient money to effect a Sell to Cover, we will take no action in respect of your rights, the Company may make arrangements with the underwriters to offer your rights for sale and try to find investors to take up your rights, on the basis described in the prospectus relating to the Rights Issue. This agreement shall apply with the necessary changes having been made including referencing rights instead of Securities or in addition to Securities. Any costs payable are set out in sections 15 to 45 (inclusive) and in Schedule 1.
25.6 Subject to this agreement, where any other rights are offered in connection with your Securities, we will follow your instructions and take reasonable steps to ensure that, so far as reasonable practicable, you receive the same rights as you would have done if you held your Securities in your own name as provided in the Company’s corporate action notice or related Security holder election.
25.7 If as a result of an event which affects your shareholding, you are entitled to fractions of Securities, we will, so far as reasonably practicable, deal with them in a way consistent with how we would deal with fractions of Securities held by registered holders.
25.8 Fractional Shares For the avoidance of doubt, subject to recognising 1) your beneficial interest in any fraction of a Security which we hold for you, and 2) any dividends received by us or the Broker referable to such fraction of a Security, we will not recognise any rights attaching to any fraction of a Security which we hold for you. Consequently, we will neither ask you how you wish us to exercise any such rights nor pass those rights to you so that you can exercise them yourself. We will not exercise any rights attaching to any fraction of a Security which we hold for you.
26.1 If and when the Company distributes any proxy statement, form of proxy, and related documents for the exercise of any Security holder rights or interests (together, “Proxy Materials ”), we will use our best reasonable efforts to timely forward the Proxy Materials to you, typically via the EquityGateway.
26.2 If the terms of your Securities, the agreement between Global Shares and the Company, the Proxy Materials, and the constitutional documents of the Company entitle you to do so, you can instruct us via EquityGateway as to how you want us to vote on your behalf and/or if you wish to attend the meeting in person.
26.3 In the absence of receipt of your instruction within the timeframe provided in the Proxy Materials , neither we nor the Broker will vote on your behalf or make the necessary arrangements for you to be able to attend the meeting in person. For the avoidance of doubt, in such circumstances we do not have any duty or responsibility whatsoever to attend meetings although we may do so if we so wish. We do not have any duty or responsibility to cast any vote relating to your Securities without your specific instruction in accordance with the constitutional documents of the Company.
26.4 Because your Securities will be registered with the Company and titled in our “street name”, rather than in your own name, it is possible that at a shareholder meeting you may not be recognised or entitled to speak.
26.5 For the avoidance of doubt, we will not recognise or exercise any right to vote attaching to any fraction of a Security which we hold for you.
27.1 If there is a corporate takeover, tender offer, merger, share exchange, recapitalization, restructuring, or similar corporate action (each a “Business Combination”) undertaken by or involving the Company, we will forward the related Proxy Materials or tender offer to you. If you reply in sufficient time to allow us to act, we will follow your instructions. We will not act without your instructions, and we will not be responsible for any loss caused by your untimely response.
27.2 If there is a Business Combination and you are entitled to receive Securities or other securities in another company in exchange for your Securities, the Company or you, as applicable, must instruct us whether those Securities or new securities to be received in the Business Combination should be held by you in your own name or by us in “street name” on your behalf. If we are directed to hold new or different securities in “street name” on your behalf then this agreement will be deemed to have been amended so that, with effect from the date when the Business Combination transaction is completed, references to “Securities” will be deemed to mean the securities you received in connection with that Business Combination.
27.3 If we are required by the Company (or any other person, e.g. bidder on a takeover) to give representations and warranties in order to take corporate action in relation to the Securities we hold for you, we will typically require you to give us similar representations and warranties before we act on your behalf.
27.4 We will use reasonable endeavours to forward to you Proxy Materials or equivalent information received by us as a registered shareholder. Provided you have internet access, you should be able to view the annual accounts and other related documents through the Company’s website or you may obtain copies of such documents upon request directly from the Company.
28.1 If we discover that we have incorrectly debited or credited your account, we reserve the right to correct that account without any reference to you but we will notify you (where relevant) of any correction which we make.
28.2 You agree that we can reverse any transaction, without incurring any liability to you, where we discover that an error has been made (including, but not limited to, where you have exercised an Option which you were not entitled to exercise, or you have sold Securities which you were not entitled to sell, notwithstanding any information which may be displayed on EquityGateway or which may otherwise have been supplied by Global Shares).
28.3 Sections 28.1 and 28.2 shall also apply in circumstances where the error has arisen directly or indirectly due to our reliance on your warranties, representations and undertakings in section 6.
29.1 You have two separate rights – cancellation rights, which apply only when you first agree to this agreement, and withdrawal rights, which apply at any time thereafter. They are simply two separate mechanisms you can use to leave the Share Account Service.
29.2 You can cancel your activation of the Share Account within fourteen calendar days of the date on which you first agree to this agreement (the “Cancellation Period”) and request that, all of your Securities (if any held in the Share Account) should be transferred into your own name in accordance with this agreement. However, you will lose your cancellation rights if you make a request during the Cancellation Period for us to process any payment to you or sell any of your Securities for you in accordance with this agreement. Furthermore, for administrative purposes when processing any dividend reinvestment, it is essential that we know how many shareholders will participate in such a dividend reinvestment no later than fifteen Business Days before each relevant dividend payment date (“Cut-Off Date”). Accordingly, if you elect to use the Share Account Service at a time which would result in your Cancellation Period expiring on or after the Cut-Off Date, you will be deemed to have expressly requested us to proceed to process your dividend reinvestment in accordance with this agreement. The effect of this is that if we have not received a notice of cancellation from you prior to the Cut-Off Date, you will lose your cancellation rights.
29.3 If you want to exercise your right to cancel you should advise us no later than the end of the Cancellation Period. If you exercise such right to cancel during the Cancellation Period in accordance with sections 29.1 and 29.2, no fees will be payable. Once the aforementioned transfer has been affected we will then no longer hold the Securities for you, this agreement will not apply to those Securities and we will pay out any monies that we hold on your behalf. The Share Account will no longer be made available to you.
29.4 If you no longer wish to use the Share Account Service after the Cancellation Period such that, subject to sections 15 to 44 (inclusive), all of your Securities should be transferred into your own name and in future none of your Securities should be held in the Share Account, you should contact us through EquityGateway.
29.5 In some cases, your Securities may have been delivered to the Broker prior to your accepting this agreement, if the Company arranged for that to occur. In such case, you hereby retrospectively ratify and agree that action and the receipt and holding of your Securities by the Broker.
30.1 If your employment with the Company Group ceases, in relation to your Securities you may, subject to Schedule 1, continue to use the Share Account services.
30.2 Fractional Shares. Unless otherwise agreed between Global Shares and the Company, if you instruct us to sell all your Securities, we will only sell whole numbers of Securities. Any fraction of a Security (i.e. less than one whole Security) which we hold for you after that will be sold and the proceeds donated to a charity of our choice.
30.3 If your employment with the Company Group ceases, and if you have not already sold or transferred your Securities, then unless the Share Plan Rules or Company provide otherwise, you agree your Securities may be held by us on your behalf. In the event the Share Plan Rules or Company provide for the sale of your Securities, you agree we may sell your Securities and to disburse the proceeds from the sale of (after any deductions have been made in accordance with Schedule 1 and without interest) will be paid to you either:
(a) by electronic transfer to the Bank Account; or
(b) if no such bank account details are held on file, we will attempt to contact you prior to a sale of your Securities by us on your behalf to obtain bank account details and we will pay to that bank account.
30.4 Subject to section 30.5, in the event that we cannot obtain bank account details from you, we may (at our absolute discretion)
(a) sell your Securities and send the net proceeds to the Company so that it may pay such proceeds to you. By agreeing to this agreement you agree that we discharge all duties and obligations which we owe to you in respect of proceeds at the time they are sent to your previous employer; or
(b) subject to section 23.9, sell your Securities and send a cheque or bank draft to you at the address which we hold for you on EquityGateway.
30.5 In the event that we cannot send you the net proceeds and/or money in accordance with the preceding paragraphs of this section 30, you agree that we may keep the net proceeds in your Share Account and continue to hold your money until we obtain up to date and acceptable payment details from you, in which case your Share Account will be subject to the deduction of the fee set out in Schedule 1.
31.1 For Non-US Persons, your Orders will be received and transmitted by Global Shares ESL to one or more unaffiliated third-party Brokers of its choice for execution and settlement.
31.2 For US Persons, your Orders will be received and transmitted by the Broker set out in Part 4 of this agreement to one or more unaffiliated third-party Brokers of its choice for execution and settlement. The US Broker’s terms and conditions of opening and utilizing an account are contained in Part 4 to this agreement and apply to you and you hereby accept these terms and conditions.
32.1 For US Persons, you agree to electronically receive information pertaining to your US income tax returns, including Internal Revenue Service (“IRS”) Form 1099, via our EquityGateway website. You may obtain a paper copy of the electronic information by printing it from your computer. When requesting IRS information tax returns in paper form, your request will not cancel or terminate this consent for future electronic deliveries of IRS information tax returns and other online communications.
IMPORTANT NOTICE
No information in this agreement is intended to constitute an invitation or recommendation to invest or otherwise deal in Securities in the Company. The Share Account Service is available on an Execution-Only basis. This is a limited purpose type of account. No Securities may be held in the Share Account other than those described in this agreement.
Neither the Company nor any member of the Global Shares Group provides any investment, taxation, financial, legal or other advice or recommendations in connection with the Share Account Service, or any advice or assessment of the merits, appropriateness or suitability of holding the Securities or using the Share Account Service. You must exercise your own judgement when making any decision in relation to any dealings in the Securities in the Company and ensuring that the Share Account Service meets your own requirements. You should seek your own investment, taxation, financial, legal or other advice from suitably qualified professional advisers before making any decision or giving us any instructions or Orders.
This agreement relates to your investment in Securities. Please remember that the price of securities and the income, if any, from them, can go down as well as up and that you may not recover the amount originally invested. Past performance is not an indication of future performance.
Global Shares ESL does not conduct business in the US. With respect to US Persons, Global Shares ESL relies upon SEC Rule 15a-6(a)(4) to conduct any cross-border business with Global Shares US to the extent required by the Share Account Services.
33.1 You agree to deposit your Securities into the Share Account upon the Award or Option vesting, maturing, being exercised or released (as appropriate) of a Share Plan via the Share Account. Should the Share Plan rules provide that your Securities must be held in a trust for a certain period of time, you agree for the Trustee to hold your Securities on your behalf for your benefit and risk.
34.1 In relation to the investment services subject to regulation by the Malta Financial Services Authority under the MiFID legislation, unless otherwise notified by us in writing, you shall be categorised as a retail client. You consent to being categorised as a Retail Client. You may request to be categorised as a professional client by contacting us, however, please note that as a retail client you will receive this highest level of protection under the relevant legislation.
35.1 For Non-US Persons the Share Account Service is provided by Global Shares ESL.
36.1 Global Shares will deposit all money and Securities in your Shares Account with qualified third party custodians such as banks (including, but not limited to, central securities depositories) and clearing houses. Insofar as such third parties require a security right, right of set off or lien with respect to these Securities, you hereby give Global Shares the explicit approval to grant this right to these third parties to the extent permitted by law (except to the extent that rights on different terms are required by applicable law in a third country jurisdiction in which your client assets are held by such a person).
36.2 You authorise us to pool any Securities and money we hold on your behalf in any relevant custody omnibus or bank omnibus accounts respectively. You understand and accept that by pooling your Securities and money with those of other clients, you retain all rights you have as the beneficial owner but that your entitlement will not be identifiable by separate share certificates or other electronic records of title or ownership. Subject to Costs set out in Schedule 1 of this agreement, all client money we hold on your behalf will be maintained in an appropriately designated and named client asset bank account at an EU-regulated, US- regulated or other government-regulated bank.
IMPORTANT NOTICE
In the event that we, a bank or third party became insolvent, any irreconcilable shortfalls in Securities or money in the omnibus accounts may be pro-rated with all other participants in the relevant omnibus accounts and you may not recover all of your Securities or money. If, for operational, legal or regulatory purposes, Global Shares is required to maintain your Securities or money in a nominee or with a third party based in a jurisdiction outside of the EU or the US, then we will take all reasonable steps to protect the Securities or money in accordance with the local equivalent law and rules with regard to how your Securities or money are treated. These may be different to those in the EU or US and your rights in the event of insolvency may be reduced.
36.3 Global Shares ESL may use a nominee company from time to time in which to register, title, and/or deposit your money and/or Securities.
37.1 Global Shares ESL does not provide investment advice or recommendations, and does not exercise discretionary authority, with respect to your Share Account, any assets held in your Share Account, or any rights or interests you may have with respect to Options, Awards, or Securities. You are not permitted to buy, sell, exchange, or hold any securities or investments in your Share Account other than as described in this Agreement.
37.2 MiFID requires investment firms providing certain investment advisory services which include the buying and selling of complex products to apply an appropriateness test to each of its customers. The test is used to assess a customer’s knowledge and experience in the investment sector relating to the buying and selling of complex products.
37.3 Complex products can be anything that is not defined as a non-complex product. Non-complex products include shares listed on a recognised stock exchange; money market instruments; bonds and units / shares in UCITS qualifying collective investment scheme.
37.4 By accepting this agreementyou agree that Global Shares is not required to undertake the appropriateness test on you as the Share Account Service only facilitates the purchase and/or sale of non-complex products i.e. Securities, on an execution-only basis, and Global Shares does not provide investment advice.
38.1 Subject to section 43 below, we will only return any monies (after any deductions having been made in accordance with Schedule 1 below and without interest) in accordance with an instruction from you, your legal representative, the Company, or the terms of the Share Plan to (1) the Company Group so that it may pay such monies to you, (2) to you, or (3) to the administrator, executor or beneficiary of your estate.
39.1 We will not pay interest on monies received or held by or through us.
40.1 In all circumstances other than those outlined in section 23 above, and subject to the Company’s Share Plan, you may instruct us to sell or transfer:
(a) Some of your Securities (by selecting specific Securities), or
(b) All of your Securities.
40.2 If you instruct us to sell or transfer, we will only do so if the proceeds will be sufficient to cover any Costs and Tax.
40.3 You can only sell whole numbers of Securities, unless otherwise agreed.
40.4 You must complete an online instruction to us via EquityGateway in order to sell your Securities, unless another process has been agreed. Such an instruction can be an express instruction issued by you or a deemed instruction from you (such as a Deemed Sell Order) which is triggered by the occurrence of a certain event in accordance with this agreement or the Share Plan Rules.
40.5 If we have received and accepted an instruction from you to transfer the Securities into your own name, but we are not in receipt of cleared money with respect to any transfer fee payable, we may cancel your instruction.
40.6 If you instruct us to transfer your Securities and we do not accept your instruction, we will contact you to tell you why. If you do not provide us with any requested information in the time given, we may cancel your instruction and any advance payment will be refunded, less any actually incurred costs.
40.7 You will normally only be able to transfer your Securities into your own name or to a third-party brokerage account in your name.
41.1 When we receive a valid sale instruction from you, we will sell your Securities (subject to any Limit Order) on your behalf. Where appropriate, the sale may occur on that Business Day or may be delayed to another day in accordance with normal practice on the Exchange through which your Order is executed.
41.2 Before we carry out any Orders, we may require authorisation from the Company Group. In that case, you expressly agree and acknowledge that the Company Group will have access to and visibility of your instructions and Orders to us and may change them or cancel them. This may delay your Orders or instructions being carried out. You should liaise with the Company Group to ascertain its policy and practice in this regard.
41.3 You hereby irrevocably and unconditionally appoint us to act as your agent when we execute your instructions and Orders. By submitting an instruction pursuant to the Share Account Service, you give us your authority to sign, complete and deliver any transfer form or other document and to do anything else we think necessary or desirable to give effect to your instructions.
41.4 In order to purchase or sell your Securities we will use an executing broker. While we take reasonable care in the selection and continued use of such executing brokers we do not accept responsibility for losses or expenses suffered or incurred by you as a result of any acts or omissions of such executing brokers.
41.5 You acknowledge that Orders above a certain size may be subject to manual review and entry which may cause delays in processing your instruction. All such orders will be processed as soon as practicable.
41.6 We may aggregate your Order with instructions we receive from other participants using the Share Account Service. The executing broker may also aggregate the instruction we provide to it with instructions it receives from its other clients. Aggregate trades may be transmitted to the executing broker at the end of the day rather than at the time received by us. This may result in a more or less favourable price than if your instruction had been executed separately.
41.7 You acknowledge that aggregated Orders or large Orders may not be fully executed on the day you provide your instruction and may take a number of days to complete. We, or at its discretion the executing broker, may complete your Order over a number of days.
42.1 If allowed by the arrangement between Global Shares and the Company, you may submit a Limit Order. Where Limit Orders are not supported, you may not specify the price or the minimum price at which Securities are to be sold for you.
42.2 If you do not place a Limit Order, your Order will be deemed to be a Market Order.
42.3 If you place a Limit Order and we accept such instruction to sell, your instruction will be valid
(a) until your Order is executed, as long as this is by close of the trading hours of the Exchange that day if you select “Limit Order”, or
(b) within the number of calendar days validly specified from the instruction being placed on the market if you select “Good ‘Til Canceled” (the “limit order period”).
42.4 If the Limit Price is not reached within the limit order period, your Order will automatically be cancelled and you will be notified of this fact on EquityGateway.
42.5 If the Limit Order is not reached by the time a Close Period begins, you must cancel your instruction via EquityGateway (or it may be cancelled automatically) and resubmit your instruction (if you require) on expiry of the Close Period. For these purposes a “Close Period” is a period during which you may be restricted from trading under the Company’s share dealing policy. We reserve the right to cancel any such Limit Order if you have not done so by the time a Close Period begins.
42.6 Limit Orders may be cancelled, but not changed, at any time before the Order is executed. If you wish to change your Limit Order, you must cancel the initial instruction and then submit a new instruction.
42.7 If we are notified that your Option lapses, any Limit Order which you have in place which has not been executed will be cancelled by us. Consequently, in the absence of sale proceeds from which to satisfy the Option Cost, Costs and, if applicable and deducted, Tax, your Option will not be exercised pursuant to such Limit Order.
42.8 If we received a large number of Limit Orders at the same price, or your Limit Order relates to a large number of Securities, it may not be possible for us to execute your Order before the price of the security falls below the Limit Price. We will try to execute instructions for the same Limit Price in order of receipt. If we execute your instructions over a number of days, you will receive the total net proceeds of each daily transactions separately and you will therefore incur multiple commissions and charges.
42.9 In general, you agree to the details of your Order being made public and/or shared with any relevant regulator in accordance with legislation or applicable laws or related rules.
42.10 Should the market value of the Securities change due to an event such as, but not limited to, a corporate action, we may cancel any Limit Order in place which has not yet been executed.
43.1 If we can’t make the payment to you because we do not have sufficient bank account details for your account, the net sale proceeds will be held in a designated client asset bank account pending receipt of revised bank account details from you. We will not accept (and you should not give) any instructions to make payment to anyone other than you or an account titled in your name.
43.2 The sale proceeds payable on the sale of your Securities will be received by us on the settlement date. The settlement date will normally be two or three Business Days following the date of the trade but will depend upon the standard practice of the market in which the Securities are traded. Payments may not be processed on a bank holiday in the country of the Cash Payment Provider or your bank. We are not obliged to make any payment to you until after we have received the sale proceeds.
44.1 Where you have provided your email address we shall acknowledge receipt of your Order by email and, if applicable, shall inform you by email when your Securities have been bought or sold. We will not acknowledge receipt of any instruction to transfer your Securities, except that they will be reported and visible on EquityGateway.
44.2 Where we effect the sale or purchase of Securities pursuant to the Share Account Service, a trade confirmation (also known as a “contract note”) will be available to you within one Business Day of the receipt of confirmation from the Broker of the sale of your Securities. Your contract note will be placed on EquityGateway and a confirmation email will normally be sent to your email address held on our records. The contract note will detail, among other things, the number of Securities sold on your behalf, the price per security achieved, the time of the trade together with the Costs and, if applicable and deducted, Option Cost, Tax and Backup Withholding.
45.1 We, the Cash Payment Provider, or the Company, as applicable, shall be entitled to deduct the Option Cost, Costs and any Tax and Backup Withholding from your sale proceeds.
45.2 You may not cancel or amend any instructions to transfer Securities once they have been received by us. Your request will be irrevocable by you.
46.1 We will provide you with a statement quarterly of the number of Options, Awards and Securities held for you by us under the Share Account Service. This will be available to you on EquityGateway. In practice, you will have access to this information every time you access EquityGateway and you expressly consent to our satisfying our regulatory obligations to provide statements to you by making such statements available to you on EquityGateway.
46.2 We will provide information to you via a website where this is permitted by regulatory requirements and as agreed between us either in this Agreement or otherwise. We will notify you of the website address electronically when such information is accessible and when such information is revised. In accordance with your separate specific consent to receive information via a website you agree that we may in particular (but without limitation) provide the following to you via a website:
(a) our agreement with you;
(b) a general description of the nature and risks associated with the Share Account Services;
(c) our published fee tariffs, costs and charges documents and any other information on our costs and charges;
(d) details of our Best Execution policy.
46.3 You must check any information to which we provide you access. If you have any queries on the contents of the information you should contact us as soon as possible following its receipt.
46.4 You acknowledge that we will use an executing broker to carry out trades on Trading Venues in accordance with its Best Execution policy with a view to ensuring best execution is provided. We will keep such policies under review. We and/or the executing broker may execute trades outside a Trading Venue and you hereby consent to such trades.
46.5 We are not required to pay into a client asset account such client assets that we receive on your behalf where to do so would result in our breaching any law, regulation or order of any court of competent jurisdiction or direction from a regulator.
46.6 Information on our top five brokers. In accordance with regulatory requirements we will publish annually information on the top five brokers we have used. We will make this information available for retail and professional client orders. This information will be published on our website.
46.7 Global Shares’ policies are available on the website www.globalshares.com. You hereby acknowledge that you have had an opportunity to read and that you accept the following:
(a) Global Shares Best Execution and Order Handling Policy
(b) Global Shares Client Categorisation Policy
(c) Global Shares Conflict of Interest Policy
(d) Global Shares Order Recording Policy
(e) Global Shares Data Protection and Privacy Policy
Muriel Siebert & Co., Inc.
Please retain for your records.
By maintaining your account at Muriel Siebert & Co., Inc. you have agreed to be bound by the terms and conditions below as they apply to your account, and as they may be amended from time to time. The most current version of this agreement is always available at www.Siebert.com or you may obtain a copy free of charge by calling 800-872-0444.
1. Application Approval and Account Ownership: An account will be opened for you in the requested registration once your application has been approved. You certify that sole ownership of the account vests in that person(s) or entity as stated in your application, and that no other party holds any interest in the account. Muriel Siebert & Co., Inc. may reject your application and refuse to open an account as requested for any reason.
2. Legal Age and Accuracy of Information: You certify that you are of legal age in the state or country where you reside, and that the information you have supplied in your application is wholly true and accurate.
3. Changes in Affiliation or Financial Condition: Except as disclosed in your application, you certify that you are not an employee or affiliate of any securities exchange or FINRA, or of any member firm of a securities exchange or FINRA, or an officer, director, or 10% stockholder of any publicly traded company. You agree to inform Muriel Siebert & Co., Inc. immediately of any change in this regard. You also agree to advise Muriel Siebert & Co., Inc. of any material change in your financial condition or investment objectives, prior to entering any order after such change takes place.
4. Privacy Policy: Muriel Siebert & Co., Inc. restricts access to your personal and account information to those employees and agents who need to know that information to provide products or services to you. Muriel Siebert & Co., Inc. maintains physical, electronic and procedural safeguards to protect your nonpublic, personal information. Muriel Siebert & Co., Inc. does not disclose any nonpublic, personal information about our current and former customers to anyone, except as permitted by law. Muriel Siebert & Co., Inc. collects nonpublic, personal information about you from the following sources:
Information we receive from you on applications or other forms.
Information about your transactions with others or us.
Information we receive from a consumer-reporting agency.
If you decide to close your account(s) or become an inactive customer, we shall continue to adhere to these same policies and procedures.
If you decide to close your account(s) or become an inactive customer, we shall continue to adhere to these same policies and procedures.
You authorize Muriel Siebert & Co., Inc. to obtain a credit report or bank reference for you at any time, and to verify the information you have provided on your application (for example, by contacting your employer). At your written request, Muriel Siebert & Co., Inc. will provide the name and address of any credit reporting agency used. You authorize Muriel Siebert & Co., Inc. to release information contained on your application to such agencies. Muriel Siebert & Co., Inc. may also be required to release information regarding your account to the government or regulatory authorities. Under the provisions of SEC Rule 14b-1, Muriel Siebert & Co., Inc. shall also release your name and address to issuers of any securities held in your account so that you may receive any important information about them; you agree to notify Muriel Siebert & Co., Inc. in writing if you object to this arrangement.
5. I authorize you to contact me for discussion and/or review of my investment decisions and of my positions and funds held in my account.
6. Applicable Rules and Regulations: All transactions shall be subject to the rules, regulations, customs and usages of the exchange, market, or clearing house where executed, and to all applicable SRO rules, and federal and state laws and regulations.
7. Deposits and Restrictions on Order Entry: Muriel Siebert & Co., Inc. reserves the right to demand a deposit of funds or other adequate collateral prior to accepting any order to buy or sell securities. In consideration of credit risk and other factors, Muriel Siebert & Co., Inc. may also, at its sole discretion, take any or all of the following steps: require full payment for any purchase prior to accepting an order; require cleared funds prior to accepting any order; refuse to accept any order to buy or sell any security; and place trading restrictions on your account, without prior notice to you. Accounts maintaining credit balances with no trades for an entire year may stop earning interest.
8. Payment for Order Flow: Muriel Siebert & Co., Inc. has consistently handled its customers’ orders with the goal of the best execution at a low cost. In all cases, we seek to direct orders so that they are executed promptly and at the best price. We monitor and compare the quality of executions to comply with both industry regulations and with our business goal of getting the best price for our customers. Muriel Siebert & Co., Inc. may receive negligible payments for order flow. The various option exchanges may also pay for order flow. We shall continue to direct our option order flow to the market with the tightest spread and most volume, with the help of our agent dealers. Muriel Siebert & Co., Inc. may share revenue from certain executions based upon a number of factors including, but not limited to: size of the order, the NBBO in the security at the time of execution, time of order entry, whether the order is executable at the time of entry, and whether or not an order is price improved. Muriel Siebert & Co., Inc. directs a portion of our order flow to our own market-making desk. We stand to realize 100% of profits or losses generated from this order flow while acting as principal. Muriel Siebert & Co., Inc. engages in proprietary trading, particularly in fixed income securities, and has procedures in place to prioritize and protect customer transactions.
9. Order Routing and Confirmation: You authorize Muriel Siebert & Co., Inc. to direct your orders to any appropriate market in the execution of your security transactions, including option transactions. Muriel Siebert & Co., Inc. may notify clients of trades through email, postal confirm, online access to activity, and order status pages. Reports on execution of trades in your account shall be deemed accepted if you have not notified Muriel Siebert & Co., Inc. in writing with your objections within five (5) business days after the order has been executed. Muriel Siebert & Co., Inc. has the right at its sole discretion to reject any order placed and has the right to refuse any orders sent through the mail or voicemail.
10. Payment of Indebtedness upon Demand: You are liable at all times for payment of any debit balance or other obligation owing to Muriel Siebert & Co., Inc. Muriel Siebert & Co., Inc. may, at its own discretion, make any such debit balance or other obligation immediately due and payable.
11. Security for Indebtedness: All monies, securities, and other property which Muriel Siebert & Co., Inc. may hold, carry or maintain for any account in which you have an interest, now or in the future, are subject to a lien for the discharge of all your indebtedness and liability to Muriel Siebert & Co., Inc. Muriel Siebert & Co., Inc. reserves the right to transfer all or any part of such monies, securities, and other property from any one of your accounts to any other of your accounts, should Muriel Siebert & Co., Inc. deem such action necessary for its protection.
12. Liquidation: Muriel Siebert & Co., Inc. reserves the right, at any time and as it deems necessary for its own protection, to sell, assign, or deliver securities or other property in your account, and to buy any securities or other property which may be short in your account, and otherwise to cancel any transaction, open order, or other commitment in your account, whether all or in part.
Muriel Siebert & Co., Inc. reserves the sole right to determine all particulars of any such action, including which securities to sell or buy, the sequence of the liquidating transactions, whether to place market, limit, or stop orders, on which exchange or market to execute the transaction, and whether at public auction or private sale, with Muriel Siebert & Co., Inc. also reserving the right to purchase any of the aforesaid property for its own account at such sale, free of any right of redemption. Muriel Siebert & Co., Inc. may take such action without prior announcement, demand or call of any kind to you or your personal representatives, it nevertheless being understood that prior notice does not constitute a waiver of Muriel Siebert & Co., Inc.’ right to take whatever action it deems necessary without further notice of any kind to you. Circumstances where Muriel Siebert & Co., Inc. has the right (but is not required) to take such action include: your death, incapacity or incompetency; a filing by you or for you of a petition for bankruptcy or the appointment of a receiver; an attachment levied against your account; a failure to pay for a purchase or to deliver a security; a margin deficiency or inadequate collateral for an obligation; or the closing of your account by Muriel Siebert & Co., Inc. In the event your account is liquidated, in whole or in part, you agree to be liable for and pay any resulting deficiency upon demand.
13. Costs and Expenses: You shall reimburse Muriel Siebert & Co., Inc. for the costs of collecting any unpaid deficiency in your account, including reasonable attorneys’ fees. Muriel Siebert & Co., Inc. shall also be entitled to reimbursement for all reasonable expenses for any extraordinary services incurred in connection with your account, including but not limited to attachment, interpleader, garnishment, restraining orders, injunctions, tax liens and levies.
14. Late Payment in Cash Accounts: In the absence of any specific demand otherwise, payment for purchases in a cash account is due on settlement date. If you fail to pay in timely fashion, Muriel Siebert & Co., Inc. may liquidate the purchase and other security positions, as necessary, to meet your overdue obligation. Muriel Siebert & Co., Inc. may charge interest and/or a reasonable fee for the cost of carrying any overdue debit balance after settlement date.
15. Late Delivery of Securities Sold: Any security sold ‘long’, if not on deposit in your account, must be delivered in good form by settlement date. If securities are not received by Muriel Siebert & Co., Inc. in a timely fashion, your sale transaction may be cancelled, your account bought in, or the security borrowed on your behalf. Muriel Siebert & Co., Inc. reserves the right to charge your account the appropriate commission and/or a reasonable fee if any of these actions are undertaken. Any resultant trading loss is your sole responsibility.
16. Commissions and Fees: We reserve the right to update our commissions and fees periodically and without prior notice. You may view our fee schedule online, or by calling 800-872-0444. Your account will be charged commission, markup/markdown, or commission equivalent for securities transactions and fees for certain services rendered, and you agree to pay these charges as they exist at the time. Retirement plan and corporate service plan accounts are subject to plan-specific fees and charges. Muriel Siebert & Co., Inc. overall fees can be broken down as the following:
1. Service Fees – To offset the costs of providing custodial, bookkeeping, and other maintenance services. Muriel Siebert & Co., Inc. may, at its own discretion, waive this fee.
2. Retirement Account Fees – Please consult with customer service for details as they apply to your account.
3. Annual Maintenance Fee – Your account is subject to an annual maintenance fee that may be waived based on activity, and household equity.
16A. Foreign Currency Wire Transfers: Muriel Siebert & Co., Inc. seeks to direct wire transfer payments so that they are submitted accurately and received promptly by its customers. Muriel Siebert & Co., Inc. has entered into an agreement with a third party provider to facilitate foreign currency transactions for Muriel Siebert & Co., Inc. customers who request the receipt of funds in a currency other than US Dollars. The third party provider charges a fee for its foreign currency conversion services which is passed through to the customer by Muriel Siebert & Co., Inc. A portion of this fee is retained by Muriel Siebert & Co., Inc. The nature and source of any such remuneration in connection with a specific transaction will be disclosed to you upon written request.
17. Non-Individual Accounts:
a. Joint Accounts: If this account is owned jointly, then all account owners agree that each account owner is jointly and severally liable for all obligations of the account. Any account owner shall have full authority, acting alone and without notice to other account owners, to take any and all actions in the account as though he or she were the sole owner, including the authority to enter orders, to receive confirmations, statements, demands, notices, and communications of every kind, and to make, modify and terminate agreements with Muriel Siebert & Co., Inc. on behalf of the joint account. The account owners further authorize Muriel Siebert & Co., Inc. to follow the instructions of any one account owner in every respect concerning the joint account.
b. Fiduciary Accounts: If this is a fiduciary account, the account owners will designate responsible and/or authorized parties as required by Muriel Siebert & Co., Inc. Muriel Siebert & Co., Inc. nevertheless reserves the right, at its sole discretion and for its own protection, to require the written consent of all account owners before acting upon the instruction of any one owner or authorized agent.
18. Presumption of Receipt of Communications: You agree to notify Muriel Siebert & Co., Inc. in a timely fashion of any change in your name, address, phone number, or email address. Communications that Muriel Siebert & Co., Inc. may send to you, whether by mail, email, telegraph, messenger, or otherwise, shall be considered as delivered to you, whether actually received or not. Reports of the execution of orders and statements of your account shall be deemed conclusive if not objected to, in writing, within five days and ten days, respectively, after transmittal to you by mail or other means.
By agreeing to receive electronic documentation, you receive all electronic documents/communication such as electronic trade confirmations, all account statements, tax documents, proxy, prospectus, financial reports, and other documentation. Unless you advise us that you require paper confirmations and/or statements, you agree to any costs associated with delivery of those confirmations and/or statements. You understand that you are responsible for logging on and accessing these documents directly from our website, www.siebert.com.
19. Duplication of Orders: You understand and agree that when changing the limit price or other aspect of any outstanding order, you must advise Muriel Siebert & Co., Inc. at the same time to cancel the original order. You accept responsibility for any errors, including duplicate executions that might arise from your failure to do so.
20. Electronic Recording: Muriel Siebert & Co., Inc. may record your conversations with its employees in the Trading Department and other areas. You consent to such recording.
21. Hold on Deposited Funds: Any funds deposited by check or other monetary instrument into your account may be withdrawn only after a reasonable number of business days have passed to allow the funds to clear. The number of business days shall be set by Muriel Siebert & Co., Inc. and may vary with the type of instrument and other considerations.
22. Your Responsibility to Know Your Securities: Certain securities may require that you take action by a specified date. Examples of such securities include warrants, stock rights, convertible and/or redeemable bonds and preferred shares, and securities subject to tender or exchange offers. Muriel Siebert & Co., Inc. shall make reasonable efforts to forward to street name holders any written notices or materials that have been provided to Muriel Siebert & Co., Inc. in timely fashion by the issuers, transfer agents, or other parties, (Muriel Siebert & Co., Inc. does not receive and therefore cannot forward any such materials for securities held in safekeeping).
The final responsibility, however, for knowing the characteristics of these securities, the terms of their conversion, tender, redemption or exchange, and the expiration dates thereof, is yours.
Muriel Siebert & Co., Inc. is neither obligated to notify you of impending expiration or redemption dates, nor to take any action whatsoever regarding these securities. In the event such security is about to expire worthless or be redeemed for significantly less than its fair market value, and Muriel Siebert & Co., Inc. has not received instructions from you, Muriel Siebert & Co., Inc. reserves the right, but is not required, to take whatever action Muriel Siebert & Co., Inc. may deem appropriate and to charge your account commissions or fees, if any.
23. Control and Restricted Securities: You agree to notify Muriel Siebert & Co., Inc. prior to placing an order to sell ‘control’ or ‘restricted’ securities, as defined under Rule 144 or 145(d) of the Securities Act of 1933, and to provide any documents necessary to clear legal transfer as Muriel Siebert & Co., Inc. may request.
You understand and accept that such securities may not be sold or transferred, or proceeds released, until legal transfer is complete, and that as a result of these requirements delays may occur. You agree to hold Muriel Siebert & Co., Inc harmless for any losses you may realize, directly or indirectly, as a result of such delays.
24. Losses Due to Extraordinary Events: You agree to hold Muriel Siebert & Co., Inc. harmless for any losses due to extraordinary events, including, but not limited to, losses arising directly or indirectly from war, weather, natural disaster, government restrictions, the loss of data processing services or communications, exchange or market rulings, trading suspensions and disruptions of orderly trading.
25. Account Protection: Muriel Siebert & Co., Inc. is a Member of SIPC, which protects securities customers of its members up to $500,000, including $250,000 for claims for cash. Coverage does not protect against loss of market value of securities. An explanatory brochure is available upon request at http:// www.sipc.org or 202-371-8300. Muriel Siebert & Co., Inc. has purchased, from a major London insurer, $20,000,000 per account in additional protection, $50,000,000 aggregate. Coverage does not protect against loss of market value of securities. Details on account protection are also available at http://www.siebert.com.
26. Market Data: Muriel Siebert & Co., Inc. provides its customers with a range of financial information, including wire service news, last sale pricing, market quotes, trading volumes, etc., which Muriel Siebert & Co., Inc. purchases from independent vendors. Although Muriel Siebert & Co., Inc. believes the information to be reliable, Muriel Siebert & Co., Inc. cannot guarantee the accuracy of the data nor their uninterrupted provision.
You agree to hold Muriel Siebert & Co., Inc. harmless for any losses arising from your reliance upon these data.
27. Termination of Account: Either you or Muriel Siebert & Co., Inc. may close your account at any time by giving notice upon the other. Muriel Siebert & Co., Inc. may also elect not to terminate your account entirely but to end certain account features or trading privileges. Upon termination whether by you or by Muriel Siebert & Co., Inc., you will be liable upon demand for any debit balance or other deficiency owing to Muriel Siebert & Co., Inc.
28. Online Account Agreement: In regard to your authorization of Muriel Siebert & Co., Inc. to access and effect transactions in your account(s) online, you agree to abide by all terms and conditions set forth below:
28.1 “We”, or “us”, includes Muriel Siebert & Co., Inc. and Broadridge Financial Solutions
28.2 “You” or “your.” Each person who logs on to this online securities trading system (the OLST System) or a designee of any person who does so.
28.3 Service. The online trading services are provided through the subscription account with Broadridge Financial Solutions.
28.4 User ID. Your alpha-numeric code, which is required for you to access your account through the service.
28.5 Service Provider. “Broadridge Financial Solutions”
Terms:
a. Online Service. You shall use the service only in accordance with this agreement and any additional services offered through the service in the future will only be used in accordance with this agreement.
b. You shall be the only authorized user of the service under this agreement. You shall be responsible for the confidentiality and use of your account number, User ID, and password. You understand that you shall be solely responsible for all orders entered through the service using your account number, User ID, and password.
c. You agree to use the service for lawful purposes only. Any use in violation of any applicable law or regulation is prohibited. You agree to indemnify and hold harmless the service provider and us from any claims resulting from your use of the service by anyone authorized by you who damage us or the service provider or any third party.
d. You further understand and agree that, as a condition of using the service to place orders and/or send information, you shall immediately notify us if: (a) an order has been placed through the service and you have not received an order number; (b) an order has been placed through the service and you have not received an accurate acknowledgment (whether through hard copy, electronic, or verbal means) of the order or of its execution; (c) you have received acknowledgment (whether through hard copy, electronic, or verbal means) of an execution for an order which you did not place or any similar conflict; or (d) you become aware of any unauthorized use of your account number, User ID, or password.
e. If you fail to notify us as soon as practicable when any of the above conditions occur, neither of us nor any of our officers, employees, agents, affiliates, subsidiaries, or the service provider can or will have any responsibility or liability to you or to any person whose claim may arise through you for any claims with respect to the handling, mishandling, or loss of any order.
f. You further agree that we, our affiliates, or the service provider will not be liable for any consequential, incidental, special, or indirect damage (including lost profits, trading losses and damages) that result from inconvenience, delay or loss of the use of the service even if we have been advised of the possibility of such damages.
g. You agree that we, our affiliates, or the service provider will not be liable for any losses resulting from a cause over which we or our affiliates or the service provider does not have direct control, including but not limited to the failure of electronic or mechanical equipment or communication lines, telephone, or other interconnect problems (e.g. if you are unable to access your online service provider), unauthorized access, theft, operator errors, severe weather, earthquakes, floods and strikes or other labor problems.
h. We offer you various ways of accessing your account. You agree that should you experience any problems in reaching us through any particular method, you will attempt to use alternate methods to communicate with us.
i. You agree that we may modify the service or change the terms to this agreement, in whole or in part, upon notice through the service and/or in writing.
j. You understand that each participating national securities exchange or association asserts a proprietary interest in all of the market data it furnishes to the parties that disseminate the data. You also understand that neither any participating national securities exchange or association nor any supplier of market data guarantees the timeliness, sequence, accuracy, or completeness of market data or any other market information, or messages disseminated by any party. Neither of us, nor the service provider, nor any disseminating party shall be liable in any way, and you agree to indemnify and hold harmless us, the service provider, and such disseminating party, for (a) any inaccuracy, error, or delay in, or omission of any such data, information, or message, or the transmission or such inaccuracy, error, delay, or omission, (ii) non- performance, or (iii) interruption of any such data, information, or message, due either to any negligent act or omission by us, the service provider, or any disseminating party or to any “force majeure” (i.e., flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure or equipment or software malfunction) or any other cause beyond the reasonable control of us, service provider or any disseminating party. You understand that the terms of this agreement may be enforced directly against you by the national securities exchanges and associations providing market data or the service provider. You shall use real-time quotes only for your individual use and shall not furnish such data to any other person or entity.
k. We and/or our agents, or the service provider will not be liable for losses caused directly or indirectly by government restriction, exchange or market rulings, suspension of trading, computer or telephone failure, war, earthquakes, strikes or any other conditions beyond or out of the service providers control.
l. The service provider and third party supplier of services on this system has the right to assert and enforce the provisions of this agreement directly on its own behalf as a third party beneficiary.
m. The express warranties and express representation set forth in this agreement are in lieu of, and WE AND SERVICE
PROVIDER DISCLAIM, ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE OLST SYSTEM, FUNCTIONALITY OF ANY PART THEROF, MODIFICATIONS THERETO, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT WE OR SERVICE PROVIDER KNOW, HAVE ANY REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOME OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. NEITHER OF US, NOR SERVICE PROVIDER, MAKE ANY WARRANTY THAT OLST SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. WE AND SERVICE PROVIDER EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION WITH RESPECT TO ANY TRANSACTIONS EXECUTED THROUGH THE OLST SYSTEM, with the exception of the “Online Account Agreement” section of the Muriel Siebert & Co., Inc. Agreement signed by you on account opening and as may be amended from time to time. This agreement remains in full force and effect in conjunction with this OLST system agreement.
n. You understand that we and the service provider will not be liable for any losses resulting from a cause over which we or service provider do not have direct control, including but not limited to the failure of electronic or mechanical equipment or communication lines, inaccessibility of any service providers, unauthorized access, theft, operator errors, severe weather, earthquakes, floods and strikes, or other labor problems. Neither us nor the service provider shall be liable for any loss, injury, claim, liability, or any kind of resulting in any way from (a) any errors in or omissions in the services provided by the OLST system, or any services available or not included therein, (b) the unavailability or interruption of the services or any features thereof, (c) the content of material available through the services, or (f) any delay, inconvenience, or failure in performance, including but not limited to events arising from acts or omission of unaffiliated third parties, acts of god, or unforeseen illegal actions of another.
o. YOU AGREE THAT CLAIMS ARISING OUT OF OR RELATING TO THE OLST SYSTEM, MODIFICATIONS THERETO, TRAINING THEREFORE, OR ANY RELATED BUGS SHALL NOT EXCEED THE AMOUNT OF THE ACTUAL DIRECT DAMAGES TO YOU INDIVIDUALLY, AND SHALL BE LIMITED ONLY TO AMOUNT PAID BY YOU, IF ANY, FOR SUCH SERVICES.
p. NEITHER WE NOR THE SERVICE PROVIDER SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES, LOSS OF REVENUE OR PROFITS, COST OF REPLACEMENT OF SERVICE, TRADING LOSSES, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, LOSS OF DATA OR USE, DAMAGE TO EQUIPMENT AND CLAIMS AGAINST THE LICENSEE BY ANY THIRD PERSON) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE OLST SYSTEM, OR OUR FAILURE TO PERFORM OUR OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE.
q. You acknowledge that the provisions of this agreement were negotiated to reflect an informed, voluntary allocation between us, of all known and unknown risks associated with this agreement. The warranty disclaimers and limitations in this agreement are intended to limit the circumstances of liability. The remedy limitations and the limitations of liability are separately intended to limit the forms of relief available to the parties.
29. Separability: If any court or regulatory body finds a provision of this agreement to be invalid or unenforceable, only that provision will be deemed invalid or unenforceable, with all other provisions of the agreement remaining in full force and effect.
30. Assignment and Succession: This agreement shall inure to Muriel Siebert & Co., Inc.’ successors and assigns, and shall be binding upon your heirs, executors, administrators, successors, and assigns.
31. Amendment of this Agreement: Muriel Siebert & Co., Inc. reserves the right to modify or terminate this agreement at any time. I agree to consult the Muriel Siebert & Co., Inc. web site regularly for up-to-date information about the services offered and associated fees and charges.
32. Governing Law: This is a California contract and shall be construed and governed in accordance with the laws of the State of California, the courts of which shall have exclusive jurisdiction over any actions cognizable hereunder.
33. ARBITRATION: With respect to the pre-dispute arbitration agreement that follows, please note that:
(1) All parties to this agreement are giving up the right to sue each other in court, including the right to a jury trial, except as provided by the rules of the arbitration forum in which a claim is filed.
(2) Arbitration awards are generally final and binding upon the parties. A party’s ability to have a court reverse or modify an arbitration award is very limited.
(3) The ability of the parties to obtain documents, witness statements and other discover is generally more limited in arbitration than in court proceedings.
(4) The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
(5) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
(6) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
(7) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.
No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until:
(1) The class certification is denied;
(2) The class is decertified;
(3) The customer is excluded from the class by the court.
Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein.
ARBITRATION AGREEMENT
Except as provided herein, any dispute, claim or controversy relating to this account shall be settled by arbitration in accordance with either the rules of FINRA or the SEC. Notwithstanding the foregoing it is further agreed that Muriel Siebert & Co., Inc. may at its sole option decline arbitration and elect to pursue its legal remedies as to any claim arising out of the failure of the undersigned to pay any indebtedness due to Muriel Siebert & Co., Inc. Initiation of arbitration proceedings may be made by written demand for arbitration or notice of intention to arbitrate, served by either party upon the other, specifying the rules which are to apply to the arbitration.
The rules of some arbitration forums may impose time limits on bringing claims to arbitration, and, in some cases, claims that are ineligible for arbitration may be brought in court. The parties agree that the rules of the arbitration forum in which a claim is brought, and any amendments thereunto, are incorporated into the agreement.
MARGIN AGREEMENT
34. Risk and Suitability: When you purchase securities, you may pay for the securities in full or you may borrow part of the purchase price from Muriel Siebert & Co., Inc. If you choose to borrow funds from Muriel Siebert & Co., Inc., you will open a margin account with Muriel Siebert & Co., Inc. The securities purchased are Muriel Siebert & Co., Inc. collateral for the loan to you. If the securities in your account decline in value, so does the value of the collateral supporting your loan, and, as a result, Muriel Siebert & Co., Inc. can take action, such as issue a margin call and/or sell securities or other assets in any of your accounts, in order to maintain the required equity in the account.
It is important that you fully understand the risks involved in trading securities on margin. Although Muriel Siebert & Co., Inc. may try to accommodate you, these risks include the following:
You can lose more funds than you deposit in the margin account.
A decline in the value of securities that are purchased on margin may require you to provide additional funds to Muriel Siebert & Co., Inc. to avoid the forced sale of those securities or other securities or assets in your account(s).
Muriel Siebert & Co., Inc. can force the sale of securities or other assets in your account(s). If the equity in your account falls below Muriel Siebert & Co., Inc. maintenance margin requirements, Muriel Siebert & Co., Inc. can sell the securities or other assets in any of your accounts held at Muriel Siebert & Co., Inc. to cover the margin deficiency. You also will be responsible for any short fall in the account after such a sale.
Muriel Siebert & Co., Inc. can sell your securities or other assets without contacting you. Some investors mistakenly believe that their broker must contact them for a margin call to be valid, and that their broker cannot liquidate securities or other assets in their accounts to meet the call unless their broker has contacted them first. This is not the case. Muriel Siebert & Co., Inc. may attempt to notify its customers of margin calls, but it is not required to do so. However, even if Muriel Siebert & Co., Inc. has contacted a customer and provided a specific date by which the customer can meet a margin call, Muriel Siebert & Co., Inc. can still take necessary steps to protect its financial interests, including immediately selling the securities without notice to the customer.
You are not entitled to choose which securities or other assets in your account(s) are liquidated or sold to meet a margin call. Because the securities are collateral for the margin loan, Muriel Siebert & Co., Inc. has the right to decide which securities to sell in order to protect its interests. Muriel Siebert & Co., Inc. will attempt to liquidate on a “Last-In-First-Out-Basis.”
Muriel Siebert & Co., Inc. can increase its “house” maintenance margin requirements at any time and is not required to provide you advance written notice. These changes in firm policy often take effect immediately and may result in the issuance of a maintenance margin call. Your failure to satisfy the call may cause Muriel Siebert & Co., Inc. to liquidate or sell securities in your account(s).
You are not entitled to an extension of time on a margin call. While an extension of time to meet margin requirements may be available to customers under certain conditions, a customer does not have a right to the extension.
Your application for a margin account is subject to the approval of, and may be reject
35. Pledge of Securities: All money, securities and other property held, carried, or maintained for you by Muriel Siebert & Co., Inc. in your margin or short account may be pledged, repledged, hypothecated or rehypothecated, separately or together with the property of others, in an amount equal to the balance you owe to Muriel Siebert & Co., Inc., or for a greater amount. Muriel Siebert & Co., Inc. may do so without retaining in its possession or under its control for delivery a like amount of securities or other property.
We use defined terms throughout this agreement. You should read them to ensure you can understand this agreement. Headings are for ease of reading only and do not form part of this agreement. In this agreement, the following words and phrases have the meaning as set out below:
Defined Term | Meaning |
Appointed Tax Agent | means any tax advisor appointed by a member of the Company Group to calculate Tax
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Award | means any equity award (which is not a Security or an Option)
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Backup Withholding | means any US tax to be withheld under section 3406 of the Internal Revenue Code on the sale of securities or any amendment or restatement of that section
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Balance | Your money and / or Securities which are administered on your EquityGateway website
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Bank Account | means the bank account in your name, details of which are shown on your EquityGateway website
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Broker | means any broker, dealer market maker which we use from time to time in order to carry your Share Account and/or execute your Orders
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Broker Terms and Conditions | Means the terms and conditions attached in Parts 3 or 4 to this agreement which set out the legal terms of the account you are opening through us with the Broker and which are binding on you
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Business Day | means any day (excluding Saturday and Sunday) on which the Exchange is open for business
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Cash Payment | means, where permitted by the Share Plan Rules, the payment to you of a cash amount in lieu of exercising your Option or Award equal to the current market value of the number of Securities over which your Option or Award would have been exercised, less the Option Cost / Award price that would have been payable on that exercise and Tax if applicable and deducted
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Cash Payment Provider | means the bank or payment provider which we use from time to time to arrange for money to be paid to you electronically or by cheque either in its original currency or after conversion to another currency
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Company | means the company set out on page 1
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Company Group | means the Company and any directly or indirectly held subsidiary company
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Costs | means our fees, commission or other charges payable by you as set out in Schedule 1
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Deemed Sell Order | means where you are deemed to have irrevocably instructed us, subject to sections 15 to 45 (inclusive) and to the other terms and conditions in this agreement, to, at our discretion (1) transfer all your Securities into your own name in accordance with this agreement; or (2) sell all your Securities and return your money to you after payment of all Costs, Tax withholding, and other charges and expenses. Any costs payable are set out in sections 15 to 45 (inclusive) and in Schedule 1. Once the aforementioned transfer or sale has been affected we will then no longer hold the Securities for you, this agreement will not apply to those Securities and, subject to this agreement, we will pay you any monies that we hold on your behalf. The Share Account will no longer be made available to you and we will have no further liability to you.
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EquityGateway | means the website portal provided by Global Shares to you for use as part of the Share Account Service
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Exchange | means a stock exchange on which the Securities are listed and traded
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Execution-Only | means the provision of services whereby your Orders for execution with regard to Securities for your account are transmitted and 2) your money and Securities, Broker are held for your account without giving advice to you or checking if the execution of the Order or the composition and development of your investment portfolio suit your financial strength or investment goals
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Global Shares | means Global Shares Ireland Limited, Global Shares ESL and/or Global Shares US as the context requires
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Global Shares ESL | Global Shares Execution Services Limited, a Maltese company and authorised MiFID investment firm which is regulated by the Malta Financial Services Authority to provide certain investment services with reference number IS/86113; Global Shares ESL does not conduct business in the US
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Global Shares Group | means Global Shares Ireland Limited and each of its parent companies and its and their respective subsidiary companies
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Global Shares ID | means the account number or unique user-ID as applicable, which has been provided to you by us to enable you to access EquityGateway
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Global Shares Trustee | A company in the Global Shares Group which acts as trustee for employee share plan trusts
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Global Shares US | Global Shares Financial Services Inc. a broker-dealer conducting business only in the US registered with the SEC, various states and other US jurisdictions, and a member of the Financial Industry Regulatory Authority (“FINRA”)
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Limit Order | means where you specify the Limit Price. This can only be applied in respect of a whole number of Securities
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Limit Price | means where you specify the minimum price at which we will instruct the Broker to sell your Securities
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Management Fee | Means the annual fee charged for continuing to provide a limited Share Account Service to you, as set out in Schedule 1
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Market Order | means that your Securities will be sold at the best price reasonably available in the market at the time that your order is executed. This can only be applied in respect of a whole number of Securities
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MiFID | means the EU Markets in Financial Instruments Directive 2014/65 EU and associated legislation collectively known as MiFID II (‘MiFID II’) as implemented by local implementing measures in Malta, as amended, consolidated, restated or replaced from time to time
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Option | means the right: (i) to acquire Securities at the Option Price or, if applicable, (ii) to receive a Cash Payment, pursuant to the Share Plan
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Option Cost | means the amount payable pursuant to the Share Plan in relation to the exercise of an Option, whether in full or in part, equal to the relevant Option Price multiplied by the number of Securities (or notional securities) in respect of which the Option is exercised
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Option Price | means the price per Security at which you may acquire Securities pursuant to the Share Plan
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Order(s) | means the instruction(s) you give to us, such as to sell Securities for you, or to re-invest dividend or other proceeds into Securities for you
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Sales Tax | means 1) sales tax as applicable in the US, 2) Value Added Tax in the European Union or 3) other sales or transfer tax or equivalent
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SAYE Plan | means Save As You Earn (SAYE) plans, Sharesave plans and other similar share plans which involve regular savings of agreed amounts from your pay in a designated bank account with an option to use the savings to purchase Securities after a defined period of time
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Securities | means the shares, Depository Receipts or other similar transferrable securities in the Company, where they are listed on an Exchange and are held on your behalf through the Share Account Service
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Security Details | means 1) your Global Shares ID; 2) where applicable, your answers to security questions which you provide on set up of your EquityGateway account; 3) where applicable, other details such as your employee ID, taxpayer ID, or date of birth; and/or 4) such other personally identifiable information as we may use to authenticate your identity
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Self-Funded Exercise | means exercising your Option where you provide money to cover Option Cost, Taxes and any other relevant costs (NOTE: This is also known as a “HOLD ALL” instruction)
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Sell to Cover Exercise | means instructing us that you want to 1) exercise some or all of your Options, 2) sell enough of the resulting Securities to cover the associated Costs and, where relevant, Tax and/or social security contribution and 3) retain the balance of the Securities in your Share Account
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Share Account | means the accounts which the Broker opens to hold 1) your money with a bank and 2) Securities with a custodian, Broker or clearing house under the Share Account Service
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Share Account Services | means the services that we provide which includes some or all of the following:
(a) Maintaining a record of the Options, Awards, Securities and money which you hold with Global Shares as a result of your participation in the Share Plan of the Company; (b) Providing you with access to those records via EquityGateway; (c) Holding money and Securities in the Share Account on your behalf; (d) Holding money and Securities in trust on your behalf; (e) Providing you with a service whereby your money and your Securities are held with a Broker, custodian or clearing house (f) Providing you with a method of giving instructions or Orders to us to sell Securities as part of an exercise of Options, in whole or in part; (g) Providing you with a method of giving instructions or Orders to us to sell some or all of your Securities (h) Providing you with a method of giving other instructions to us (i) Other services as described in this agreement
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Share Plan Rules | means the documentation governing your participation in the Share Plan
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Stamp Duty | means stamp duty, stamp duty reserve tax or any similar tax
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tax or taxation | means any tax, duty, levy or similar charge which may be imposed on the purchase, sale, transfer or other disposition of securities (or interests in securities) or on dividends received in respect thereof, including any fines, penalties or interest payable in relation to same
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Tax | means any income tax and/or social security contribution (or equivalent) which may be levied on the exercise of your Option or Vesting of your Awards
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Tax Number | means a unique number issued to you by a national taxation, social security or other national authority
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Trustee | Global Shares Trustee or any third-party trustee which holds Securities for your benefit as part of a Share Plan
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Trading Venue | Means a regulated market, multilateral trading facilities and organised trading facilities
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Us, we or our | Means: - In Parts 1 & 2, Global Shares Ireland Limited - In Part 3, Global Shares ESL (acting outside of the US)
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US | Means the United States of America including its states, territories, and jurisdictions |
US Persons | means natural and legal persons (such as trusts) who are located in, residents of or domiciled in the US, including without limitation, those who qualify as 'US Citizen', 'permanent resident', 'resident alien' or US Person as defined in Regulation S and in Rule 4.7 of the US Commodity Exchange Act (or any amendment of restatement thereof)
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Vesting | shall have the same meaning, if any, as in the Share Plan Rules
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You (or you) | means the person to which this agreement relates holding the Options or Awards or holding Securities using the Share Account Services
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Company Details
Company Name MBDA Systems
Company Address Six Hills Way, Stevenage, Hertfordshire, SG1 2DA, UK
Line | Cost Heading | Rate/Amount | External Cost | |
1. | Sale Commission | 0,35% of the gross value of the Securities, (£25 minimum charge)
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2. | Purchase Commission | 0.2% of the gross value of the Securities (£100 minimum charge)
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3. | Transfer fee (to transfer Securities from Global Shares to an alternative broker) | £50 minimum charge | ||
4. | EFT / Electronic Payment | N/A | ||
5. | Dividend Reinvestment Purchase | N/A | ||
6. | Annual Administrative Fee | £5 | ||
7. | Terminated Participant Annual Management Fee | £15 | ||
8. | Currency Conversion Charge (if applicable) | GBP (‘000s) | Charge (%) | Included in conversion rate offered by Broker |
0 – 75 | 2.50 | |||
75 – 150 | 1.65 | |||
150 – 500 | 1.25 | |||
500 – 900 | 0.75 | |||
>900 | 0.50 | |||
£5 administration charge per exchange transaction | ||||
9. | Anti-Money Laundering / Counter the Financing of Terrorism / Know Your Customer Checks | £50 in the year you commence using the Services, and £20 each year thereafter. | ||
1.1 Any purchases or sales of Securities effected will be subject to a purchase / sale commission of the gross value of the Securities as set out in the Table above. A minimum commission shall apply per purchase / sale as set out in the Table above.
1.2 If Sales Tax is required to be collected, such tax may be applied and deducted from your funds without prior notice.
1.3 Any fees, commission or other charges payable in the event of the following must be prepaid by you, or we may deduct it from any cash balance which we hold on your behalf:
1.3.1 You advise us that all of your Securities held by us or the Broker under the Share Account Service should be transferred into your own name and/or in future none of your Securities should be held in the Share Account because you want to stop using the Share Account Service;
1.3.2 In the event of a Rights Issue, where we will subscribe for as many of the new Securities to which you are entitled as can be paid for (after deduction of applicable dealing fees, commissions and any other charges payable on the sale of your rights and subsequent purchase of Securities) by selling the balance of the rights and arrange for such new Securities to be held by us or the Broker under this agreement in accordance; or
1.3.3 If we advise you that we no longer wish to hold, or the Broker to hold, Securities on your behalf and that all of your Securities should be transferred into your own name a fee per transfer shall apply as set out in the Table above.
1.3.4 For each electronic payment we will charge an electronic payment fee as set out in the Table above.
1.4 For each reinvestment of dividends to purchase additional Company Securities we will charge a dealing fee based on the gross value of the Securities as set out in the Table above and Stamp Duty will be applied, where applicable.
1.5 Where you request to receive your proceeds in a currency other than the currency of the proceeds of sale, a charge will be applied at the rate set out in the Table above. This charge may change from time to time. We will notify you in advance of any change(s) to our charges, which will only apply to instructions received after notification of such changes(s).
1.6 If you owe any amount to Global Shares
1.6.1 You irrevocably authorise Global Shares to deduct that amount from any funds which Global Shares may hold for you from time to time, whether those funds are the proceeds of sale of shares or otherwise;
1.6.2 If such amount has not been paid by you to Global Shares on or before 31 December in each year you irrevocably authorise Global Shares to sell Securities which we may hold for you from time to time, at the prevailing market price, up to such number of Securities that are needed to be sold in order to repay the amount owed together with any interest, charges and other fees and expenses incurred in connection with such sale of Securities.
1.7 The annual Management Fee may be charged as set out in the Table above and as described in this agreement.
1.8 We are hereby providing you with appropriate information about the costs and related charges with regard to our services before we provide them. These costs and charges include fees, commissions and other charges as well as charges from third parties. We will provide this information to you in this document and in any other costs and charges disclosure documents or otherwise as agreed in writing. As you are an execution-only client, we are setting out your costs and charges in this Schedule together with a worked example (see below) of how such costs are applied in practice to an example transaction. This is done to make our costs and charges as clear and transparent as possible to you. You hereby acknowledge and agree that this notification is clear, sufficient and acceptable to you.
1.9 Where applicable, we will provide statements to you on a regular basis, in most cases four times annually. You hereby consent to our providing this information to you by sending you a link to your EquityGateway by email. This information is generally also available to you on your EquityGateway whenever you wish to see it. You hereby acknowledge and agree that this form of notification is clear, sufficient and acceptable to you.
1.10 If we are charged any costs, fees, taxes, commissions or other amounts by a third party in relation to a service we provide to you, we will charge those amounts on to you and you hereby agree to pay them.
1.11 We have included below an example to show you how much a non-US (MiFID) participant might pay on a representative transaction:
Working Example: Exercise & Sell All
Exercised 5,000 options
Sold 5,000 shares
Share Price - £3
Gross Proceeds - £15,000
Costs & Charges of Transaction
Total Fee – 0.2% of Gross Proceeds + £1 (PTM) = £31
Disclosure of Charges
Global Shares – 0.16% of Gross Proceeds = £24
Execution Fee – 0.04% of Gross Proceeds = £6
PTM Levy – Over £10,000 Gross Proceeds = £1
Costs & Charges of Distribution of Funds
Global Shares Wire Fee = £10
FX charges – 1% of Net Proceeds of £14,959 = £149.59
Disclosure of Charges
Global Shares – 0.75% = £112.19
FX Provider – 0.25% = £37.40
1.1 Where, as part of your Share Plan, you have Securities held by a Trustee on your behalf, this Schedule applies to you, but only in relation to the Securities held in trust by that Trustee.
1.2 The Broker will hold the Securities on behalf of the Trustee in the Share Account. You are the beneficial owner of the Securities.
1.3 The following sections in this agreement are either amended as set out below or do not apply to you in relation to the Securities held in Trust:
Section | Applicable change where the Securities are held by a Trustee |
34.1 | In relation to the investment services subject to regulation by the Malta Financial Services Authority under the MiFID legislation, the Trustee shall be categorised as a retail client.
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30.1, 30.3 | On cessation of your employment the Trustee will hold the Securities for your benefit in accordance with the rules of the Share Plan. This will vary in each Share Plan, so you should review the relevant rules of the Share Plan.
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40, 41, 42 | You may only sell or transfer Securities held in trust (or request the Trustee to do so) if the Share Plan rules allow you to.
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24, 25, 26, 27 | These sections will only apply to the extent provided for in the Share Plan and agreed between Global Shares and the Trustee
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