10 March 2020 GENERAL TERMS AND CONDITIONS OF BUSINESS BETWEEN THE KEPLER CHEUVREUX GROUP AND THEIR RESPECTIVE CLIENTS (The “CLIENTS”) KEPLER CHEUVREUX. KEPLER CHEUVREUX Group 112 Avenue Kléber– 75116 Paris- France tel : +33 (0)153 65 35 00 – www.keplercheuvreux.com Table of Contents TABLE OF CONTENTS ............................................................................................................................... 2 GENERAL TERMS AND CONDITIONS OF BUSINESS .............................................................................. 3 1. INTERPRETATION .............................................................................................................. 4 2. THE SERVICES PROVIDED BY KEPLER CHEUVREUX ................................................... 6 3. RISKS DISCLOSURE .......................................................................................................... 6 4. CLIENT CLASSIFICATION .................................................................................................. 7 5. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS .......................................... 7 6. INVESTMENT RESEARCH AND FINANCIAL ANALYSIS ................................................... 8 7. GIVING ORDERS ................................................................................................................. 9 8. EXECUTION OF ORDERS ................................................................................................ 10 9. CONFIRMATIONS OF TRANSACTIONS .......................................................................... 12 10. ELECTRONIC SERVICES ................................................................................................. 12 11. CLEARING & SETTLEMENT ............................................................................................. 13 12. CUSTODY .......................................................................................................................... 15 13. CONFLICT OF INTEREST ................................................................................................. 15 14. CONFIDENTIALITY- DISCLOSURE AND DATA PROTECTION ....................................... 15 15. LIMITATION OF LIABILITY AND INDEMNITY ................................................................... 16 16. FORCE MAJEURE ............................................................................................................. 16 17. FEES, CHARGES AND PAYMENTS ................................................................................. 17 18. ASSIGNMENT AND VARIATION ....................................................................................... 17 19. COMPLAINTS .................................................................................................................... 17 20. DURATION AND TERMINATION....................................................................................... 17 21. INSTRUCTIONS AND NOTIFICATIONS ........................................................................... 18 22. GENERAL PROVISIONS ................................................................................................... 19 23. GOVERNING LAW AND JURISDICTION .......................................................................... 19 APPENDIX I – KEPLER CHEUVREUX AND KEPLER CHEUVREUX GROUP AFFILIATES ................... 20 General Terms and Conditions of Business These General Terms and Conditions of Business are legally binding between the Client, Kepler Cheuvreux, and each of Kepler Cheuvreux’s Affiliates as listed in Appendix I, each individually and together referred to as “Kepler Cheuvreux”. Each Affiliate has authorised Kepler Cheuvreux to issue the General Terms in respect of the Services provided by it and, where necessary under Applicable Law and Rules to execute the General Terms as an agreement on behalf of the other Affiliates. A copy of these General Terms is available at www.keplercheuvreux.com. "DEA System" means the Electronic Order management System provided by Kepler Cheuvreux which allows the Client 1. INTERPRETATION to transmit and execute orders directly on the order book of a Venue according to the provisions of article 17 (5) of the MiFID 2 Directive and relevant supplementing applicable regulations; 1.1 For the purposes of the General Terms, the following terms shall have the meanings specified below: "Data Protection Laws" means all Applicable Law pertaining to privacy, confidentiality and/or data protection applicable to "Account" means any of the accounts held by Kepler the subject matter in the framework of the provision of Cheuvreux or a third party for the Client pursuant to the Services in accordance with the General Terms; General Terms; “DD MiFID 2” means the Commission Delegated Directive “Additional Documentation” has the meaning given in (EU) 2017/593 of 7 April 2016 supplementing the MiFID 2 Article 2.1; Directive with regard to safeguarding of financial instruments "Affiliate" means any legal entity directly or indirectly and funds belonging to clients, product governance controlled by Kepler Cheuvreux according to the terms of obligations and the rules applicable to the provision or Article L. 233-3 I of the French Commercial Code, including reception of fees, commissions or any monetary or non- the subsidiaries and branches listed in Appendix I as monetary benefits; amended from time to time; "EEA" means the European Economic Area; "Applicable Law" means any legislation and any requirement “Electronic Algorithmic Order” means any Electronic Order (whether taking the form of regulations, rules or binding transmitted by the Client to Kepler Cheuvreux’s algorithmic principles or guidance) of a governmental, regulatory, tax or System whereby such Order is executed on the basis of a other authority of any jurisdiction, including court decisions quantitative algorithms model; and orders, that are applicable to Kepler Cheuvreux and/or the Client in respect of the Services provided to the Client; "Electronic Order" means an Order which the Client can transmit through a System, including in particular Kepler “Appointed Counterparty” shall have the meaning given in Cheuvreux’s algorithmic System and DEA System; Article 11.3.1; "Electronic Services" mean the Services that are provided "Authorised Trader" means any person who is authorised by through the System in response to an Electronic Order; the Client to give Orders to Kepler Cheuvreux on behalf of the Client and whose details are provided to Kepler Cheuvreux in "Eligible Counterparty" means any entities recognized as writing, as amended from time to time, and in any case, before such by MiFID 2 and the relevant local implementation giving any Order on behalf of the Client; regulations; "Best Execution" means in relation to the execution of an "Emerging Markets" shall refer to the countries included in Order or the reception and transmission of an Order, where the list of members of the International Organization of applicable, the process by which Kepler Cheuvreux is required Securities Commissions ("IOSCO") Emerging Markets to take all reasonable steps to obtain the best possible result Committee updated from time to time; for the Client in accordance with the Execution Policy; "Event of Default" shall have the meaning given in Article “Charges” shall have the meaning given in Article 17; 20.2.1; "Clearing Member” is a financial institution that provides "Event of Insolvency" shall have the meaning given in Article clearing and settlement services for Financial Instrument 20.2.2; Transactions; "Exchange Business Day" means any day on which the "Client" means any client to which Kepler Cheuvreux relevant Venue on which the Order is executed is open for provides any of the Services; trading and, when used other than in relation to a specific Transaction, means any day on which Euronext Paris is open “Client Network” means a secure telecommunication for trading; line/network connecting the Client to the DEA System with a service provider approved in writing including by e-mail by "Execution Policy" means Kepler Cheuvreux's policy for Kepler Cheuvreux; complying with its obligations to obtain Best Execution, as amended from time to time, and available at “COI Policy” means Kepler Cheuvreux's policy for managing www.keplercheuvreux.com; conflicts of interests, as defined in Article 6.2.; "Fees" has the meaning given in Article 17; “Confirmation” means the document provided on any durable medium, including by electronic means, that includes "Financial Instrument" has the meaning given in Article 2.1 details of a Transaction sent by Kepler Cheuvreux to the Client of the General Terms; according to Applicable Laws and Rules; "General Terms" means these General Terms and "Custody" means safekeeping and administration of Conditions of Business which are deemed to include as the Financial Instruments on behalf of a Client, including case may, any Appendix and other Additional Documentation custodianship and related services; which accompanies these General Terms as amended and supplemented from time to time in accordance with Articles “Custody Accounts” shall have the meaning given in Article 2.1 and 18.1; 12; "Instruction Date" shall have the meaning given in Article 11.6; 4 “Kepler Cheuvreux” means, for the purpose of article 8 only, "Protection Notice" shall have the meaning given in Article indiscriminately Kepler Cheuvreux and Kepler Cheuvreux 11.5; London branch as designated in Appendix 1. "Regulated Market" shall bear the same meaning