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TERMS AND CONDITIONS OF THE NOMINEE SERVICEPROVIDED BY LINK MARKET SERVICES TRUSTEES LIMITEDThe Nominee Service is a convenient way to hold shares in a company without needing share certificates.Your shares are held by us on trust for you. You will remain the beneficial owner of your shares and will stillbe able to benefit from shareholder rights, as described in this document.This document sets out all the terms and conditions (“Terms and Conditions”) of the Nominee Serviceprovided by Link Asset Services. Link Asset Services is a trading name of Link Market Services TrusteesLimited (“Link”). It replaces any previous terms and conditions which you may have received. These Termsand Conditions together with any Application Form or other form of acknowledgement constitute anagreement which is legally binding on Link and you.For your own benefit and protection you should read these Terms and Conditions carefully. If you do notunderstand any point please ask for further information.Please note that you may remove all or part of your Shares from the Nominee Service at any time. Theprocedure to follow is set out in clause 19.The Nominee Service is administered by Link or anysuccessor administrator that may be appointed. Link isauthorised and regulated by the Financial ConductAuthority (“FCA”) and is entered on the FCA registerwith registration number 184113. Further informationmay be obtained from the FCA’s register by visiting theFCA’s website http://www.fca.org.uk/register/ or bycontacting the FCA on 0800 111 6768. The FCA’scurrent address is 25 The North Colonnade, CanaryWharf, London E14 5HS.The main business of Link is the provision of nominee,administration and trustee services. Enquiries aboutthe Nominee Service, or these Terms and Conditions,should be addressed to Link either by post to LinkAsset Services, Nominee Service, The Registry, 34Beckenham Road, Beckenham, Kent, BR3 4TU or bye-mail to: custodymgt@linkgroup.co.uk.of acknowledgement to theseterms;“ApplicableRegulations”means all the statutory andother rules (including FCARules and FSMA), regulationsand provisions in force fromtime to time, applicable to us orto the provision of the NomineeService, including the rules,principles and codes of practicestipulated by any regulatoryauthority to which we aresubject;“ApplicationForm”means, where applicable, theapplicationformtobecompleted and signed by aperson requesting to become aMember;“BusinessDay”means any day which is not aSaturday or Sunday and onwhich the banks are open forbusiness in London and in anyother city where the Shares arelisted;“Client”means the corporate client ofLink at whose request theNominee Service is provided toMembers;“Company”means:TERMS AND CONDITIONS1.DEFINITIONS AND INTERPRETATION1.1In these Terms and Conditions the followingwords and expressions have the meaningsand interpretation set out below:“AffiliatedCompany”means a company in the samegroup of companies as Link;“Agreement”means the legally bindingagreement between us andyou, incorporating these TermsandConditionsandanyApplication Form or other formCONFIDENTIAL1 P a g e
(a) if the Shares are shares ofthe Client, the Client; orUnited Kingdom or the UnitedStates, the custodian of thoseShares or a nominee companycontrolled by the custodian; or(b) if the Shares are shares inanother company, such othercompany;“CREST”“DRIPService”the computer based systemoperated by Euroclear UK &Ireland Limited (a subsidiary ofEuroclear SA) for the transfer ofuncertificated securities;means a dividend reinvestmentplan service which may beprovided by Link at the requestof the Client; if you areuncertain whether the DRIPService is available to you,please contact Link;(c) in respect of Shares whichare listed in the United States,Link and such shares will beheld in a suitably designatedaccount;“NomineeAccount”means the account which weopen for each Member, in orderfor that Member to have accessto the Nominee Service;“NomineeRegister”the register of beneficial holdersof Shares held through theNominee Service maintained byLink showing, inter alia, thename, address and number ofShares held on your behalftogether with similar details inrespect of every other Member;“FCA”means the Financial ConductAuthority;“FCA Rules”means principles, guidance andrules issued by the FCA fromtime to time;“NomineeService”means the share nomineecustody service as described inthese Terms and Conditions;“FSMA”means the Financial Servicesand Markets Act 2000 (asamended from time to time);“Representative”“InvestorCode”means the unique referencenumber given to every Member;“Link”Link Market Services TrusteesLimited whose registered officeaddress is at The Registry, 34Beckenham Road, Beckenham,Kent BR3 4TU. Registered inEngland, No. 2729260;means a person who isauthorised to act on your behalfin relation to your NomineeAccount and who has providedus with such proof of theirauthority to act, as we mayreasonably require. Proof mayinclude but shall not be limitedto a duly executed Power ofAttorney, Court of ��means:“Nominee”means:(a) shares in the Client; or(a) in respect of the Shareswhich are listed in the UnitedKingdom, Link Market ServicesTrustees (Nominees) Limited (awholly-owned subsidiary ofLink). Where Shares are notheld by Link Market ServicesTrustees (Nominees) Limited,they will be held by Link in asuitably designated account orbyanyothernomineeappointed from time to time byLink; or(b) shares in another companyin the same group of companiesas the Client; or(b) in respect of the Shareswhich are not listed in theCONFIDENTIAL(c) shares in another companyas agreed between Link and theClient in writing from time totime,in each case, held or to be heldon your behalf through theNominee Service;“SpecifiedEvent”means any of the events listedin clause 21.1;2 P a g e
“we/us”means Link Market ServicesTrustees Limited and, whererelevant, the Nominee, or anysuccessor company appointedto replace us; and“you”or“Member”The headings to the clauses are forconvenience only and shall not affect theinterpretation or construction of these Termsand Conditions. References to “clauses” arereferences to clauses of these Terms andConditions.1.3Any reference to the Financial ConductAuthority or the FCA shall include anysuccessor entity or entities to the FinancialConduct Authority from time to time.1.5How to become a Member(a)the person(s) on whose behalfwe are holding the Shares or, ifappropriate,theRepresentative(s)ofsuchperson(s) and “your” and“yourself” shall be construedaccordingly.1.21.42.2Reference to any statute, statutory provisionor the FCA Rules includes a reference to thatstatute, statutory provision or the FCA Rulesas from time to time amended extended orre-enacted.Any phrase introduced by the termsincluding, include, for example or anysimilar expression shall be construed asillustrative and shall not limit the sense of thewords preceding those terms.2.HOW TO JOIN THE NOMINEE SERVICE2.1Who is eligible to become a Memberresident in the United Kingdom(excluding the Channel Islands andIsle of Man); or(b)resident outside of the UnitedKingdom in jurisdictions other thanthose specified in clause 2.1(a), asagreed in writing between Link andthe Client, in which case you mustsatisfy yourself that under yourlocal law you are eligible toparticipate in the Nominee Service.The Nominee Service is not available to anyperson that is resident outside of theEuropean Economic Area (EEA).CONFIDENTIAL(i)complete and sign anApplication Form or otherform of acknowledgementand return it to us; or(ii)if an electronic sign onfacility is provided by us,sign up to the NomineeService and accept theseTerms and Conditions by‘ticking’ the appropriateboxorotherwiseevidencing such sign upand acceptance of theTerms and Conditions inthe manner specified insuch electronic sign onfacility,and, in each case, providing anyother documents and informationreasonably requested by us inorder for your Shares to be held inthe Nominee Service.(b)By requesting us to hold yourShares for you under the NomineeService, you agree to be bound bythese Terms and Conditions.(c)If we agree to hold your Shares inthe Nominee Service, we will opena Nominee Account in your name.When the Nominee Account isopened for you, you will beprovided with an Investor Code.You are responsible for keepingyour account details secure andyou must not disclose details to anyother person (who is not yourRepresentative).(d)As the Nominee Service includesregulated activities, in accordancewith the requirements of the FCARules, we are required first, toclassifyourcustomersandsecondly, to notify our customersas to the client category in whichwe have classified them. For thepurposes of the FCA Rules, we areclassifying you as a ‘Retail Client’.These Terms and Conditions andany Application Form or other formof acknowledgement will, for thepurposes of satisfying the FCARules, be regarded as the ClientAgreement.The Nominee Service is only available toindividuals (including Representatives) aged18 years or over, who are:(a)A Member of the Nominee Servicemust either:3 P a g e
(e)2.3open joint Nominee Accounts for upto four joint holders, and allreferences in these Terms andConditions to “you” or a “Member”apply to each joint holderindividually, except where thecontext otherwise requires.(b)All joint holders wishing to becomeMembers must sign the ApplicationFormorFormofAcknowledgement. We will onlyaccept transfer instructions signedby or on behalf of all the jointholders.(c)Each joint holder agrees that:Verification of Identity and Account Opening(a)2.4TheNomineeServicesareprovided by us to you and not theClient or the Company. We are notacting as agent for the Client or theCompany in providing the NomineeService although we have beenrequested to provide a nomineeservice to Members by the Client.We are not acting as principal inrelation to any transactions withyou.TocomplywithApplicableRegulations (including compliancewith the UK Money LaunderingRegulations), we are required toverify the identity of our customers.You authorise us to make creditreference,identity(includingsearching the electoral roll), fraudand other such searches andenquiries that may be necessary forthe purpose of opening theNominee Account with us. Thecredit reference agency may checkthe details you supply against anyparticulars on any database (publicor otherwise) to which they haveaccess. They may also use yourdetails in the future to assist othercompaniesforverificationpurposes. You also authorise us toundertake further similar searchesat regular intervals. A record of thesearch will be retained. You mayalso be required to provideadditional information.(b)You may be required to provideadditional information such as arecent (i.e. not older than threemonths) original council tax bill,utility bill or bank statement. In suchinstances, having made a record ofthis information, we will return suchdocuments to you.(c)Account opening and registration isalways at our discretion. We maytherefore refuse to open theNominee Account for you withoutinforming you of our reasons fordoing so and you agree that we willhave no liability to you for any lossyou may incur if we decide not toopen a Nominee Account in yourname.Joint holdings(a)CONFIDENTIALShares held jointly must be held ina joint Nominee Account. We will(i)allobligations,undertakingsandagreements on our partare given to the jointholders taken togetherand not separately toeach of them; and(ii)allobligations,undertakings, agreementsand liabilities arising outof or pursuant to theseTerms and Conditionsconstitutejointandseveral obligations ofeach joint holder.3.HOW THE NOMINEE SERVICE WORKS3.1We will hold your Shares in the name of theNominee in uncertificated form on yourbehalf as trustee subject to the provisions ofthe Company’s Articles of Association andany other document governing the terms onwhich the Shares are issued or transferred.Although we will therefore be the legal ownerof the Shares, you will remain the beneficialowner of the Shares which means that,subject to our legal obligations, we will treatthe Shares as if they belonged to you.3.2The Shares will be registered in the name ofthe Nominee (which, for the avoidance ofdoubt, means in the case of Shares listed inthe United States, the Shares will beregistered in the name of Link) and we willhold the Shares as you direct. Neither Linknor the Nominee will have or claim anyinterest in your Shares except under clauses10.10, 18.5 and 21.2 of these Terms andConditionsorunderanyseparatearrangement which you may have with Link,Link will be responsible to you for any acts oromissions of the Nominee in connection withyour Shares.4 P a g e
3.3We will maintain the Nominee Register. Inconnection with your holding of Shares, youagree to provide promptly any informationwhich the Client or the Company are entitledto request from the Nominee in respect ofthose Shares registered in the Nominee’sname (for example, this may includeinformation required to satisfy nationalitydeclaration requirements or the disclosure ofinformation relating to beneficial ownership ofthe Company’s share capital).3.4You can obtain the appropriate forms totransfer Shares or to provide us withinstructions by writing to: Link AssetServices, Nominee Service, The Registry, 34Beckenham Road, Beckenham, Kent, BR34TU,or,byemailtocustodymgt@linkgroup.co.uk. You shouldstate the name of the Client, the name of theCompany (if different) and quote yourInvestor Code.Except where otherwisestated in these Terms and Conditions (seeclause 5.1(d)), we will only act on writteninstructions which contain your InvestorCode. Your Investor Code is shown on yourpersonal statement which will be sent to youby us in accordance with clause 9.3.53.63.7on the appropriate form andpayment of any applicable charges(including stamp duty). If you askfor your Shares to be transferredinto your name, they will beregistered in your name on the
The Nominee Service is a convenient way to hold shares in a company without needing share certificates. Your shares are held by us on trust for you. You will remain the beneficial owner of your shares and will still be able to benefit from shareholder rights, as described in this document. This document sets out all the terms and conditions (“Terms and Conditions”) of the Nominee Service .
