Equiniti Trust Company
For use of the Equiniti Trust Company Services for
NOTE: These Terms and Conditions are effective from 01-April-2021. They replace the previous version from that date.
The Company, as set out above (the “Company”) has agreed that Equiniti (as defined below) will provide certain services to the Company and also to you. This agreement is between you and Equiniti. This agreement covers all the services which Equiniti might provide to you. You might not avail of all of the services immediately 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. They are set out in Part 5 (Defined Terms). 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 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:
These terms and conditions form a legally binding agreement among you, Equiniti and the Broker (if applicable) and set out the basis upon which Equiniti provides the Share Account Service to you and any associated services that are provided to you by others. This agreement may be changed by us from time to time. 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 Equiniti grants you a revocable, temporary and limited licence to use EquityGateway in accordance with this agreement.
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 misconduct or actual fraud, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal.
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.
1.6 All intellectual property rights in EquityGateway and in the Services provided by Equiniti throughout the world belong to our licensor. You have no intellectual property rights in, or to, EquityGateway or the Services provided by Equiniti 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 upgrade means that you are no longer able to access the EquityGateway.
1.10 EquityGateway contains certain calculators and financial models. Those are for general information purposes only. They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of information obtained from EquityGateway or the Services. Although we make reasonable efforts to ensure the information provided by EquityGateway is reasonably accurate, 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 or other third parties. Those exchanges, associations and third parties 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. The choice is yours. We do not provide any investment, financial, legal or taxation advice. 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 Services, you should seek the advice of qualified independent investment, financial, legal, tax or other professional advisors.
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 Equiniti ID.
2.2 Preference for Electronic Communications You agree and instruct us that when given the choice of receiving information from us in paper format or electronically, you prefer the electronic format (including via email, EquityGateway and websites). You agree and expressly request us to deliver documentation and information 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 satisfies our obligation to deliver any documentation or information to you in a durable medium.
2.3 You agree that any documentation or 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 documentation or information to you.
2.4 Without limiting any other provision of this agreement, you consent to receive the statements, trade confirmations, any legally required tax forms, prospectuses, reports to shareholders and proxy materials 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. Statements, trading confirmations/contract notes, tax forms prospectuses, reports to shareholders and proxy materials 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:
2.5.1 If delivered by hand or courier, at the time of delivery;
2.5.2 If sent by post prepaid, two Business Days from the date of posting (or upon the date actually received, if sooner); and
2.5.3 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 promptly. 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 authorize us to communicate with you by letter, electronic mail or telephone (including without limitation cellular phone), text message or SMS or via EquityGateway. You are responsible for ensuring that the address, electronic mail address, telephone and cellular phone and other contact details provided to us are always kept up to date.
2.8 We may record or monitor any communication with you 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 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 or other electronic communications sent by you do not reach us or any emails or other electronic communications 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 such emails or other electronic communications.
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 Unless this agreement says otherwise, any instructions, notices or other communications that you or we send under them will only be valid if they are in writing.
3.1 We will assume that any communication which comes from you is from you and we will assume that any document which we receive and which appears to have been signed by you has been authorized by you. We will not be required to establish the authority of anyone quoting or using your Security Details. Please keep these details safe since their object is to prevent fraud.
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 practicable, 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 above. That date will also be specified in any email sent to you in connection with the change.
4.4 Notwithstanding that this agreement will already be effective, you will be asked to 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 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.
6.1 You hereby represent, warrant and undertake the following to Equiniti:
6.1.1 Your name, address, email address, telephone number, cellular telephone number (if applicable) residence, Tax Identification Number and Bank Account details as shown on EquityGateway are all correct, complete and up to date;
6.1.2 You are 18 years of age or older and are otherwise legally competent; and
6.1.3 You are the person entitled to the money in your Account and your Account is in your name.
6.2 You hereby represent, warrant and undertake the following to Equiniti, notwithstanding any information which may be displayed on EquityGateway or which may otherwise have been supplied by Equiniti:
6.2.1 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;
6.2.2 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;
6.2.3 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
6.2.4 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 with sufficient identification and source of funds documentation for Anti-Money Laundering/Know Your Client/Counter Financing of Terrorism and similar legislation and regulatory purposes (“AML/KYC/CFT”). If we request this, you must provide it to us within 30 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:
7.1.1 Certified copy of your current passport, driver’s licence, national identity card, other officially issued photographic identification or other official documentation (certified as a true copy by a practising lawyer, member of the police force, government official, embassy staff or medical professional, depending on what we request in the specific jurisdiction);
7.1.2 Certified copy of a utility bill, insurance statement, local authority document, bank statement, insurance statement or other documentation 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, depending on what we request in the specific jurisdiction); and
7.1.3 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, 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 Intentionally Omitted.
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 Intentionally Omitted.
7.6 Intentionally Omitted.
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. Equiniti shall not be responsible for any losses due to your not being able to exercise Options, trade or otherwise utilize your account. Equiniti may, at our discretion, hold any money or Securities belonging to you until we are satisfied that you have completed all required AML/KYC/CFT and other checks which we deem appropriate.
8.1 If any member of the Equiniti 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 Equiniti 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 Equiniti 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 authorize us and agree that:
8.3.1 If we hold any funds for you, we may set off and deduct all monies owed from the funds we hold for you; and
8.3.2 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 without limitation other members of the Equiniti 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 Equiniti 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 Equiniti 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 mortgage, charge, subcontract, grant security over, assign by way of security, declare a trust over 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 Equiniti 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 or other laws.
With effect from the Transfer Date:
8.6.1 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;
8.6.2 We shall be released and discharged from all of our obligations and liabilities under this agreement;
8.6.3 References to "us" and to "we" in this agreement shall be read as references to the Transferee and if applicable the new nominee; and
8.6.4 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 Equiniti 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 The Share Account Service shall be governed by and shall be construed in accordance with the laws of the State of New York and you hereby agree with us to submit for all purposes in connection with this agreement to the exclusive jurisdiction of federal or state courts located in the State of New York. Each party irrevocably waives any right it may have to object to any action being brought in the federal or state courts located in the State of New York, to claim that the action has been brought in any inconvenient forum or an improper venue or to claim that the federal or state court located in the State of New York in which the action has been brought does not have jurisdiction.
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:
8.11.1 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
8.11.2 The reimbursement of any tax charged to Equiniti with respect to the Securities or funds held in or through EquityGateway on your behalf.
8.12 We have the right to:
8.12.1 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
8.12.2 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:
8.15.1 Any transaction pending at the time this agreement is terminated;
8.15.2 Any instructions or Orders which you have given to us; and
8.15.3 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 We may choose to withdraw the Share Account Service due to 1) developments in legislation or 2) should it materialize that you are not eligible or permitted to participate as envisaged by us by local legislation and/or regulation or 3) for other reasons, 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) which is necessary for our processes, such as our AML/KYC/CFT 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 take on dual nationality. 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 Equiniti is a data processor for the purposes of this agreement.
9.2 By accepting this agreement and by proceeding to use the Share Account Service, you:
9.2.1 Acknowledge and agree that we have a legitimate interest in processing your personal data; and
9.2.2 That we are required to process your personal data in order to give effect to our obligations to provide a contractual service to you.
9.3.1 providing the Share Account Service to you;
9.3.2 providing transaction reports and other information to relevant regulators, tax authorities and other legislative bodies; and
9.3.3 providing information about your Options, Securities and money to the Company Group.
9.4 If you withdraw, in whole or in part, your consent to our processing of your personal data, we may at our discretion stop providing payment and investment services but may still use your data where we have lawful grounds to do so (for example because we need to retain records for regulatory purposes).
9.5 Any personal data which Equiniti obtains from you in providing the Share Account Service will be held by Equiniti in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679) and relevant domestic legislation.
9.6 Equiniti will only hold, use or otherwise process such of your personal data as is necessary to provide you with the Share Account Service. Your details will only be disclosed in accordance with the principles set out in the Data Protection Legislation:
9.6.1 to any person if that person has legal or regulatory powers over Equiniti;
9.6.2 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;
9.6.3 to any Appointed Tax Agent or payment agent; and/or
9.6.4 to the Company Group.
9.7 By signing this agreement you hereby expressly consent to the transfer, storage and processing of your personal data by Equiniti outside of the United States
9.7.1 to other members of the Equiniti Group
9.7.1 to other agents who Equiniti may use to provide the Share Account Service; and/or
9.7.2 to third parties who provide services to Equiniti (for example to Microsoft Inc. as suppliers of data hosting and cloud IT services and other suppliers).
9.8 By signing this agreement, you acknowledge that such transfer, storage and processing of your personal data by Equiniti 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 consent to members of the Company Group having access at all times to the records we hold about you including but not limited to your personal data, details of your balance and details of any exercise of Options and sale or purchase of Securities.
9.10 You consent to members of the Company Group having
9.10.1 access to and visibility of your instructions and Orders to us; and
9.10.2 the ability to change aspects of your instructions or Orders to us, including but not limited to, the ability to change applicable tax rates, set the applicable destination currency, choose the destination bank account and cancel the instructions or Order completely.
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 Equiniti ID.
10.1 If you are designated as an insider, a person discharging managerial responsibilities or similar, and if required by the Company, you authorize us to notify the Company of any trades completed by you in Company Securities.
10.2 If the Company is a public company, we shall rely on the Company’s instructions as to which persons are in the insider list from time to time and any restrictions on dealing securities communicated by the Company. We shall not be liable to you if we are unable to accept your instructions to trade securities in reliance on the Company’s instructions.
11.1 Save as expressly stated in this section 11, we are not responsible to you for any foreseeable or unforeseeable loss and damage caused by us unless it is due to our material breach of this agreement, gross negligence, wilful misconduct or actual fraud, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal. In no event shall we be liable to you for any indirect, special, punitive, incidental or consequential loss or damages, even if we were aware of the possibility thereof.
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, gross negligence, wilful misconduct or actual fraud, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal. 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, gross negligence, wilful misconduct, or actual fraud, as so determined.
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 Equiniti.
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, to the extent required by law, 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 events outside our control. If our provision of the Services or support for the portal or the Services is delayed by an event outside our control, then we will take steps to minimize the effect of the delay. We will not be liable for delays or costs caused by the event.
11.6 We are not responsible 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 by the laws of the jurisdiction in which you are resident.
11.7 The Share Account Service is provided for lawful purposes only. We are not responsible or liable 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 /instruments/ instructions / check sent by you or to you are sent entirely at your own risk. We do not accept liability after dispatch of any document, instrument, instruction or check 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.
12.1 You 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 and reasonable fees and disbursements of counsel) 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 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:
12.1.1 your obligations under this agreement;
12.1.2 applicable law (including the constitution of the Company and any rules applying to the Securities); and/or
12.1.3 any provision of any Share Plan Rules.
12.2 The indemnity in this section 12 will not apply to:
12.2.1 any actual fraud, gross negligence or wilful misconduct of any member of Equiniti (or their officers, employees agents or subcontractors)as determined by a final judgment of a c court of competent jurisdiction no longer subject to appeal; or
12.2.2 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 include and refer to Equiniti, all affiliates and their officers, agents, contractors, subcontractors, vendors, and employees. The indemnity in this section 12 will survive the termination of this agreement.
12.4 This Section 12 shall survive any termination of this agreement.
13.1 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.
13.2 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 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 materialize 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.
13.3 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 utilize the Share Account Service and herewith indemnify Equiniti against any damage, costs or loss that Equiniti suffers by violating any prohibition.
14.1 You agree that (i) our obligations to you and (ii) 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 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 authorize 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
14.2 Conflicts of Interest Any member of the Equiniti 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.
15.1 If you have Securities held by a Trustee in a trust on your behalf:
15.1.1 Schedule 2 shall apply to you in relation to those Securities held in trust by that Trustee;
15.1.2 you acknowledge and agree that the Trustee has engaged Equiniti to provide administration, record-keeping and other services to the Trustee;
15.1.3 if you send a valid request to sell or transfer shares using the EquityGateway system, that request is processed by Equiniti on behalf of the Trustee;
15.1.4 that request will in the normal course be delivered as an Order to the Broker on behalf of the Trustee; and
15.1.5 the Trustee rather than you shall at all times be the client of the Broker.
15.2 If you have Securities held by a Trustee in a trust on your behalf, this agreement shall be interpreted accordingly such that:
15.2.1 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
15.2.2 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.
15.3 You irrevocably and unconditionally authorize us to act as your agent to:
15.3.1 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;
15.3.2 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;
15.3.3 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;
15.3.4 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;
15.3.5 assign, transfer and/or novate any contract formed between you and the Broker and any custodian, clearing firm and / or bank;
15.4 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.
15.5 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.
15.6 It is your responsibility to correctly, clearly and fully instruct Equiniti 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 Equiniti by using the “Contact Us” facility on your EquityGateway and the first line of the message should read “Urgent – Option Exercise Instruction”. Equiniti will not be responsible for any delay or inaction on your part, or if you notify a third party other than Equiniti (even if that third party notifies Equiniti) and will not be liable for any losses due to Options or Awards lapsing.
16.1 If required pursuant to any applicable Share Plan, a portion of your salary (or money otherwise made available) may 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.
16.2 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.
17.1 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).
17.2 Tax may be calculated by the Appointed Tax Agent or by a member of the Company Group.
17.3 The Company Group may send the tax to the relevant tax authority on your behalf.
17.4 Subject to section 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.
17.5 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.
17.6 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.
17.7 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.
17.8 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.
17.9 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.
17.10 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 or even incur a complete loss of the amount invested. Historical performances are not indicators for future performances.
17.11 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 18 relates 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.
18.1 You authorize the Company Group to deduct the agreed periodic savings amount from your pay and deposit it into 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.
18.2 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.
18.3 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.
18.4 You understand that you are under no obligation to exercise your Option at any time during the option’s term including at the end of the Option Period.
18.5 You authorize 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.
18.6 You hereby warrant, represent and undertake to us that:
18.6.1 you are eligible to participate in the SAYE Plan which has been arranged by the Company Group;
18.6.2 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;
18.6.3 the information you have given in connection with this application is accurate, complete and true; and
18.6.4 you are applying for an Option on your own behalf and not as a trustee or nominee for any other person.
18.7 You acknowledge that you can cancel your agreement to participate in the SAYE Plan at any time.
18.8 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 Equiniti by using the “Contact Us” facility on your EquityGateway.
19.1 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 commission or fee will be payable as outlined in Schedule 1 below which you authorize the Broker 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).
19.2 If the Broker is required to send any money to you in a currency other than the currency in which it receives it, or if it has to convert it for any other reason, a commission or fee will be payable as outlined in Schedule 1 below which you authorize the Broker to deduct.
19.3 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 provided for in MiFID, if applicable. You agree to this process and consent to your money being held and paid to you in this manner.
19.4 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 20 below; or (2) request a Cash Payment.
19.5 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.
20.1 In connection with the exercise of Options, you may instruct us to:
20.1.1 (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
20.1.2 (Sell to Cover) Subject to the rest of this section 20, carry out a Sell to Cover Exercise.
20.2 Subject to the rest of this section 20, 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.
20.3 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.
20.4 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.
20.5 Any Securities which have not been sold will continue to be held in your Share Account.
20.6 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.
20.7 Termination 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.
20.8 Death, Bankruptcy or Mental Incapacity 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 13 to 41 (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.
20.9 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
20.9.1 obtain instructions from the Company or another member of the Company Group; and/or
20.9.2 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.
20.10 Fractional Shares Unless otherwise agreed by Equiniti, 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 the proceeds will be donated to a charity of our choice.
20.11 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.
20.12 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).
21.1 Unless otherwise agreed in writing, dividends received by us in respect of the Securities may be paid in cash or reinvested by us by purchasing further Securities on your behalf, as directed by you or as stipulated by the rules governing the Plan that you are participating in. Such 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 authorize us to deduct from such dividends prior to being reinvested in Securities.
21.2 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 21, or else it will be retained for you.
21.3 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 (if applicable) 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).
21.4 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 21 and any applicable deductions pursuant to this section 21. Monies from the aggregated money will be applied to settle executed trades as settlement becomes due.
21.5 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.
21.6 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.
21.7 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.
21.8 Rather than invest dividends in Securities, we may, at our absolute discretion, or will, if required by the Share Plan Rules or law or regulation, pay out dividends by electronic transfer to your Bank Account or to the Company in accordance with this agreement.
22.1 If you are entitled to receive extra Securities (for example, through a bonus or other capitalisation issue), we or the Broker will automatically hold the new Securities for you under the terms of this agreement.
22.2 We will take all reasonable steps to ensure that, as early as reasonably practicable, you receive the same rights as you would have done if you held your Securities in your own name. If you reply in sufficient time to allow us to act, we will follow your instructions. We will generally not act without your instructions.
22.3 If you are entitled to buy extra Securities (for example through a Rights Issue or a dividend reinvestment) we will, upon your instruction, subscribe for as many of the new Securities to which you elect to subscribe 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 22) and hold such new Securities for you under this agreement.
22.4 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.
22.5 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 13 to 40 (inclusive) and in Schedule 1.
22.6 Subject to this agreement, where any other rights are offered in connection with your Securities, we will 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, subject to the Company advising us first to do so.
22.7 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.
22.8 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 recognize 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.
23.1 If your Securities, the agreement between Equiniti and the Company, and the constitutional documents of the Company entitle you to do so, you can notify us if you wish to exercise your voting rights and/or if you wish to attend the meeting in person and we shall notify the proxy agent and request that they allow you the opportunity to exercise your voting rights and attendance preferences.
23.2 In the absence of receipt of your instruction within the timeframe stipulated as to how we should act, 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.
23.3 If you attend a shareholder meeting you may not be entitled to speak at it.
23.4 For the avoidance of doubt, we will not recognize or exercise any right to vote attaching to any fraction of a Security which we hold for you.
24.1 If there is a takeover offer, we will tell you about it if asked to do so by the Company. If you reply in sufficient time to allow us to act, we will follow your instructions. We will not act without your instructions.
24.2 If there is a takeover offer or other transaction under which control of the Company is obtained and you are entitled to receive Securities or other securities in another company in exchange for your Securities, either the Company or we will decide whether those Securities or other securities in the other company should be held by you in your own name or by us on your behalf. If it is decided that they should be held by us on your behalf then this agreement will be changed so that, with effect from the date when the transaction is completed, references to “Securities” mean the shares or securities in that other company.
24.3 If we are required by the Company (or any other person, e.g. bidder on a takeover) to give representations, warranties or undertakings in order to take action in relation to the Securities we hold for you, we may require you to give us similar representations, warranties or undertakings before we act.
24.4 We will use reasonable endeavours to ensure that you will have access to equivalent information to that sent to us as a registered shareholder. Provided you have internet access you will 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.
25.1 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.
25.2 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 Equiniti).
25.3 Sections 25.1 and 25.2 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.
26.1 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.
26.2 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.
26.3 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 26.1 and 26.2, 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.
26.4 If you no longer wish to use the Share Account Service after the Cancellation Period such that, subject to sections 13 to 39 (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.
26.5 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.
27.1 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.
27.2 Fractional Shares Unless otherwise agreed between Equiniti 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 deemed sold and the proceeds distributed to you.
28.1 For US Persons, your Orders will be transmitted to Equiniti or to a Broker of its choice (from time to time) for execution. Pursuant to an agreement with Equiniti, the Broker will serve as the custodian for Orders and other transactions made by Equiniti on your behalf. Accordingly, if you are a US Person, you may be required to open a brokerage account with the Broker so that the Broker may clear such orders and transactions. Equiniti will assist you with that account opening process if required. The Third Party Broker’s terms and conditions of opening and utilizing an account are attached in Part 4 to this agreement and apply to you and you hereby accept these terms and conditions.
29.1 Where relevant, you agree to electronically receive IRS information tax returns, including Form 1099, via a 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 nullify this consent for future electronic deliveries of IRS information tax returns and other online communications.
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.
Neither the Company nor any member of the Equiniti Group provides any investment, taxation, financial, legal or other advice 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 should 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.
30.1 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.
31.1 If applicable, 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.
32.1 The Share Account Service is provided by Equiniti.
33.1 Equiniti will hold all money and Securities, which you hold with us, with third parties such as banks, custodians (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 Equiniti 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).
33.2 You authorize 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-approved, US-approved or other bank. 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, Equiniti 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 United States of America, 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 United States of America and your rights in the event of insolvency may be reduced.
33.3 Equiniti may use a nominee company from time to time to hold your money and/or Securities.
34.1 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.
34.2 Complex products can be anything that is not defined as a non-complex product. Non-complex products include shares listed on a recognized stock exchange; money market instruments; bonds and units / shares in UCITS qualifying collective investment scheme.
34.3 By accepting this agreement you agree that Equiniti 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 Equiniti does not provide investment advice.
35.1 Subject to section 38 below, we may return any monies (after any deductions having been made in accordance with Schedule 1 below and without interest) 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.
36.1 We will not pay interest on monies received or held by us.
37.1 In all circumstances other than those outlined in section 20 above, you may instruct us to sell or transfer:
37.1.1 Some of your Securities (by selecting specific Securities), or
37.1.2 All of your Securities.
37.2 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.
37.3 You can only sell whole numbers of Securities, unless otherwise agreed.
37.4 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.
37.5 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.
37.6 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.
37.7 You will normally only be able to transfer your Securities into your own name or to a third-party brokerage account in your name.
38.1 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 that Exchange.
38.2 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.
38.3 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.
38.4 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.
38.5 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.
38.6 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.
39.1 If allowed by the arrangement between Equiniti 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.
39.2 If you do not place a Limit Order, your Order will be deemed to be a Market Order.
39.3 If you place a Limit Order and we accept such instruction to sell, your instruction will be valid
39.3.1 until your Order is executed, as long as this is by close of the trading hours of the Exchange that day if you select “Day Limit Order”, or
39.3.2 within the number of calendar days validly specified from the instruction being placed on the market if you select “Good ‘Til Date” (the “limit order period”).
39.4 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.
39.5 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.
39.6 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.
39.7 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.
39.8 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.
39.9 In general, you agree to the details of your Order being made public and/or shared with any relevant regulator in accordance with legislation.
39.10 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.
40.1 If we can’t make the payment to you because we do not have sufficient bank account details, 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.
40.2 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.
41.1 In the normal course, we will not expressly acknowledge your Orders, except that they will be visible on EquityGateway.
41.2 Where you have provided your email address we may acknowledge receipt of your Order by email and, if applicable, may inform you by email when your Securities have been bought or sold. We will not acknowledge receipt of any instruction to transfer your Securities.
41.3 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.
42.1 We and/or the Cash Payment Provider are entitled to deduct the Option Cost, Costs and any Tax and Backup Withholding from your sale proceeds.
42.2 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.
43.1 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.
43.2 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:
43.2.1 our agreement with you;
43.2.2 a general description of the nature and risks associated with the Share Account service;
43.2.3 our published fee tariffs, costs and charges documents and any other information on our costs and charges;
43.2.4 details of our Best Execution policy.
43.3 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.
43.4 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.
43.5 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.
Equiniti Trust Company EquityGateway
In this Agreement, the words:
Investment products: NOT FDIC INSURED. MAY LOSE VALUE. NO BANK GUARANTEE.
Your use of the Online Financial Service through the EquityGateway is subject to this Agreement and also to the following, which are considered part of this Agreement:
In addition to this Agreement, you may have a separate agreement with us, or a person other than us, for each of your Share Accounts and for certain Online Financial Services. You may enter into these separate agreements electronically while using the EquityGateway. Each of your Share Accounts and Online Financial Services will continue to be subject to any other agreement that applies to it.
If this Agreement conflicts with the other agreement, or the other agreement has terms that are not addressed in this Agreement, then the other agreement will control and take precedence, unless this Agreement specifically states otherwise. The other agreement will only control with respect to the Share Account or Online Financial Service it is associated with, and only to the extent necessary to resolve the conflict or inconsistency. Additional provisions regarding online services or features that appear in the specific agreement for your Share Account or Online Financial Service, but that do not appear in this Agreement, will apply
To illustrate the rule in the preceding paragraph, if your Share Account or Online Financial Service is covered by another agreement and a dispute arises between you and us under that agreement, then the jurisdiction, governing law, and dispute resolution provisions in that other agreement will control and take precedence over the equivalent provisions in this Agreement.
As an exception to the general rule described in this Section 1, if any other agreement you have with us includes terms that address or affect your Online Access to a Share Account or an Online Financial Service, this Agreement will control and take precedence in resolving any inconsistencies between this Agreement and the terms in the other agreement that address Online Access.
Subject to all the terms and conditions of this Agreement you may perform authorized transactions related to Share Accounts and Online Financial Services through the EquityGateway. The available Share Accounts and Online Financial Services are described on our EquityGateway and may change from time to time, at our sole option. With respect to your Share Accounts, authorized transactions will be described on the EquityGateway.
We may, from time to time, introduce new features to the Online Financial Service or eliminate features from the Online Financial Service. When this happens we will update our EquityGateway accordingly.
You agree and understand that you are solely responsible for acquiring and maintaining a computer or other electronic device that can access the Online Financial Service through the EquityGateway (including the necessary equipment), and that you are responsible for all costs associated with accessing the Online Financial Service through the EquityGateway and your Share Accounts.
If a Share Account is owned by more than one person, each owner individually has the right to provide us with instructions, make any decision, obtain any information or to make any request associated with their Share Accounts. Please refer to the specific agreements for your Share Accounts and Online Financial Services for more details.
You represent and warrant that any authorized representative you appoint who accesses a Share Account or an Online Financial Service will be acting on your behalf and will be bound by this Agreement and any separate agreement governing the Share Account. You agree that your authorized representatives are fully authorized by you to act with respect to Share Accounts and Online Financial Services.
You authorize Equiniti Trust Company to initiate electronic debit and credit entries, or wire transfers upon your direction for the purpose of completing the transfer of funds to or from a financial account designated by you. Processing fees for this service may apply, and will be deducted from your transaction or payment proceeds.
You acknowledge that you are the authorized signer(s) on the account and that the ownership coincides with the ownership on the Share Account at Equiniti Trust Company. You acknowledge that the origination of ACH transactions and wire transfers on your account must comply with the provisions of U.S. Law.
You confirm that any financial institution information you may enter for any transaction is accurate. You will be responsible for any and all losses attributable to incorrect information provided to us, including but not limited to any monetary loss or fee incurred by Equiniti Trust Company due to currency exchange. Equiniti Trust Company may rely on the information that you entered and you hereby waive any and all claims against Equiniti Trust Company or the financial institution involved with respect to the operation of this service. This authorization will remain in full force and effect until Equiniti Trust Company has received notification from you of its termination in such a time and manner as to afford Equiniti Trust Company a reasonable opportunity to act on it. This authorization may be revoked only by doing so electronically on this EquityGateway.
Equiniti Trust Company and the financial institution involved reserve the right to terminate this service at any time. In the event that any amounts are transferred in error, you will cooperate with Equiniti Trust Company to resolve such errors promptly. Further, Equiniti Trust Company is authorized to initiate corrections to any amounts transferred in error, and you hereby waive any claims against Equiniti Trust Company or the financial institution involved with respect to the operation of this service.
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:
Appointed Tax Agent
means any tax advisor appointed by a member of the Company Group to calculate Tax
means any equity award (which is not a Security or an Option)
means any United States tax to be withheld under section 3406 of the Internal Revenue Code (or similar law) on the sale of securities or any amendment or restatement of that section
Your money and / or Securities which are administered on your EquityGateway website
means the bank account in your name, details of which are shown on your EquityGateway website
means the broker, dealer market maker which we use from time to time in order to execute your Orders and / or hold your Securities and money
Broker Terms and Conditions
(as applicable) Means the terms and conditions which set out the legal terms of the account you are opening through us with the Broker and which are binding on you
means any day (excluding Saturday and Sunday) on which the Exchange is open for business
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
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
means the company set out above
means the Company and any directly or indirectly held subsidiary company
means our fees, commission or other charges payable by you as set out in Schedule 1
Deemed Sell Order
means where, in accordance with this agreement you are deemed to have irrevocably instructed us, subject to sections 13 to 40 (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 and other charges and expenses. Any costs payable are set out in sections 13 to 40 (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.
means the website portal provided by Equiniti to you for use as part of the Share Account Service
means a stock exchange on which the Securities are listed and traded
means the provision of services whereby your Orders for execution with regard to Securities for your account are transmitted and 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
means Equiniti Trust Company, a limited purpose trust company organized under the laws of the State of New York, and all affiliates.
means Equiniti and any other entity that controls, is controlled by or is under common control with Equiniti.
means the account number or unique user-ID as applicable, which has been provided to you by us to enable you to access EquityGateway
A company in the Equiniti Group which acts as trustee for employee share plan trusts
means where you specify the Limit Price. This can only be applied in respect of a whole number of Securities
means where you specify the minimum price at which we will instruct the Broker to sell your Securities
Means the annual fee charged for continuing to provide a limited Share Account Service to you, as set out in Schedule 1
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
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
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
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
means the price per Security at which you may acquire Securities pursuant to the Share Plan
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
means 1) sales tax as applicable in the United States of America, 2) Value Added Tax in the European Union or 3) other sales or transfer tax or equivalent
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
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
means 1) the Equiniti ID, 2) where applicable, answers to security questions which you provide on set up of your EquityGateway account and/or 3) where applicable, other details such as your employee ID or date of birth
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)
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
means the accounts which EQ opens to hold 1) your money with a bank and 2) Securities with a custodian, Broker or clearing house under the Share Account Service
Share Account Service
means the service 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 Equiniti 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
Share Plan Rules
means the documentation governing your participation in the Share Plan
means stamp duty, stamp duty reserve tax or any similar tax
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
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
means a unique number issued to you by a national taxation, social security or other national authority
Equiniti Trustee or any third-party trustee which holds Securities for your benefit as part of a Share Plan
Means a regulated market, multilateral trading facilities and organised trading facilities
us or we
Means Equiniti Trust Company and all of its affiliates
means natural and legal persons who are residents of or incorporated in the United States of America including 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)
shall have the same meaning, if any, as in the Share Plan Rules
You (or you)
means the person to which this agreement relates holding the Options or Awards or holding Securities using the Share Account Service
Company Name BNSF Railway
Company Address 2650 Lou Menk Drive, Forth Worth, TX, 76131 2830, USA
Fees & Commissions
ACH $5.00 / Wire $35.00
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 Equiniti
1.6.1 You irrevocably authorize Equiniti to deduct that amount from any funds which Equiniti 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 Equiniti on or before 31 December in each year you irrevocably authorize Equiniti 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:
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:
Applicable change where the Securities are held by a Trustee
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.
35, 36, 37
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.
21, 22, 23, 24
These sections will only apply to the extent provided for in the Share Plan and agreed between Equiniti and the Trustee.