Management agreement for foreign securities - trading through a broker

2. Securities account and bank account

The Manager will create a securities account in the Customer’s name. The securities account must at all times state

which Foreign Securities the Manager holds on behalf of the Customer and must show all transactions under the Agreement. Safekeeping of Foreign Securities varies between markets. As a general rule, the securities will be registered/deposited in the Manager’s name, labelled ‘DNB Clients’. The depositories/accounts in which the securities are registered abroad will often be shared by several customers, which means that a depository/account will not be created for each customer.

The bank account referred to as the trading account for the customer relationship in DNB Markets will be linked to the securities account. The Customer hereby accepts that the Agreement entails that the Customer grants the Manager the the right to operate this bank account, limited to what is specifically regulated by the Agreement, so that the Manager will debit/credit the Customer’s bank account.

If the Manager allows the linking of an account in foreign currency, the Customer must, in the event of a change of bank account linked to the securities account, immediately notify the Manager of this by email (see item 15).

In the event of purchases or sales of Foreign Securities that are to be charged to a bank account denominated in Norwegian kroner (NOK), the Customer is considered to have understood that the exchange rate specified when placing the order may be indicative and may thus differ from the final exchange rate.

3. The Customer’s responsibilities

The Customer is responsible for ensuring that the Customer’s entry into and maintenance of the Agreement is in accordance with the laws, regulations, articles of association, guidelines, etc. applicable at any given time, and that apply to the Customer. If the Manager so requires, the Customer must, at the time of entering into the Agreement or at a later date, submit board decisions or the equivalent as documentation for any necessary authorisation.

The Customer is also responsible for ensuring that cash funds and securities managed by the Manager under the Agreement at any given time are at all times free from charges of any kind, such as pledges, possessory liens, freezing of assets, etc

4. The Manager’s responsibilities

4.1

The Manager must instruct the international managers used by the Manager that the Customer’s securities are to be kept separate from the securities to which the Manager has a proprietary right, as long as this is possible under local law, and the Manager must at all times register which securities belong to the Customer.

4.2

The Manager must give instructions that securities are to be kept separate from securities belonging to the international managers used by the Manager. However, local laws, regulations, market practice, etc. may entail a different form of registration.

4.3

Unless otherwise stated in other agreements, securities managed in accordance with the Agreement may not be used to cover the Manager’s claims against the Customer, or to cover claims belonging to the Manager’s creditors, except that the Manager may, in accordance with the right of disposal, cover claims in accordance with the price list under the Agreement.

4.4

The Customer may at any time make use of the securities through Management or by giving instructions to the Manager without any form of special payment to the Manager, except for the Manager’s claims in accordance with the price list under the Agreement.

5. The Customer’s instructions and other notifications

5.1

Any instructions in addition to the Management are to be given as set out in item 15. The Manager is entitled to trust instructions given in such an agreed way, and to assume that they are given by the Customer.

5.2

The Customer understands that instructions, including regarding any Management, will be carried out in accordance with the rules and legislation in force at any given time and in accordance with procedures and market practice for the relevant stock exchange, clearing and settlement systems, securities registry and the market in which the individual trade is to be made.

5.3

Instructions, including regarding any Management, will be carried out on banking days during the Manager’s normal office hours (ordinary hours or summer hours) and in accordance with any cut-off times used by the Manager and the relevant market, and provided that it is also during normal office hours and on a ‘business day’ in the market concerned. The time it will take to carry out the instructions will depend on the market to which instructions are sent.

5.4

If the Manager has reason to regard the instructions received as unclear, or to doubt that they come from the Customer, the Manager has the right to not carry out the instructions. The Manager must then immediately notify the Customer of this.

6. The Manager’s obligations

6.1

Without instructions from the Customer, the Manager is to have the following right of disposal and obligations under the Agreement:

• In connection with Management, or after receiving information in accordance with item 7, to ensure that the securities are transported in a satisfactory manner with legal protection. As a rule, this will be a simultaneous delivery and payment, but the Customer is hereby considered to have understood that for some transactions and in certain markets, settlement will not be made in such a way as to result in simultaneous delivery and payment. This will apply even in cases where the Customer has given instructions for simultaneous delivery and payment.
• In connection with Management, to carry out or receive payment and deliver/receive securities.
• To carry out any other crediting and debiting of the Customer’s bank account to cover claims to which the
• Customer’s instructions give rise, in accordance with the price list.
• To receive all returns on the securities and credit the Customer’s bank account for these. To forward to the Customer information that the Manager has received in connection with share issues, share splits, etc. and other changes of an administrative nature regarding the individual security, as soon as this is received by the Manager.
• To arrange the switching of temporary securities to final securities.
• To take care of all relevant reporting to the Norwegian central bank, Norges Bank.
• Once a year, to send the Customer an annual statement as of 31 December.

6.2

The Manager only has the right to carry out the following after receipt of, and in accordance with, instructions from the Customer:

• To process conversions, subscription rights or other discretionary rights that apply to the managed securities, cf. however item 1.

Besides what is stated in item 6.1, the Manager is only responsible for the performance of the obligations explicitly specified in the Agreement.

7. The Customer’s obligations

1. In addition to Management, the Customer must give any instructions under the Agreement to the Manager with enough notice that the Manager can reasonably carry out the instructions.
2. The Customer must immediately inform the Manager of any Management, other transaction or other matter besides Management through automatic updates.
3. The Customer must regularly check the ‘available portfolio’ against the holdings overview and his/her own records and immediately inform the Manager of any discrepancies. In this context, the Customer must pay particular attention to any corporate actions affecting the securities the Customer owns, such as splits and reverse splits, as the securities account will be reconciled against the depositories/registers abroad on the settlement date, rather than on the trade date.
4. The Customer must provide the Manager with proof of taxpayer status and domicile, and must provide commercial paper, guarantees or other information or documents that the Manager may reasonably consider necessary to comply with the Agreement, applicable rules and legislation, requirements from public authorities, etc.

8. Debiting of the Customer’s bank account

The Manager must have a right to debit the Customer’s bank account, without special prior notice being sent to the Customer:

− when e.g. purchasing or subscribing to securities in accordance with the Customer’s instructions and Management.

− to cover claims that the Customer is to pay under the Agreement, in accordance with the price list.

− on termination of the Agreement to cover unpaid fees, costs and expenses.

9. Service providers, etc.

The Customer’s Foreign Securities are usually held/registered in depositories/registers in foreign banks, cf. item 2. Payment and delivery are also made through these. The Customer hereby accepts that the Manager has the right to use such foreign banks or other international managers. It is up to the Manager to choose who to enter into a management agreement with for the implementation of Management and storage, etc.

The international manager concerned chooses who to have as contracting parties (‘Agents’, ‘Sub-Custodians’, etc.) to carry out the duties, as the Manager will have no influence on this choice. In this context, clearing and settlement systems etc. are often used to perform the tasks under the Agreement, and the securities will often be registered in securities registers. The Customer hereby accepts that the aforementioned contracting parties will be subject to relevant laws, rules, membership agreements, terms, instructions, market practices, etc. relating to the performance of their duties, including in connection with the opening of depositories, storage, registration, disclosure, etc., and that this thus also will have effect for the Customer’s instructions

10. Withholding of taxes, etc.

When trading in foreign markets and through possession of Foreign Securities, the Manager or international manager may be required by law/tax agreement or regulations to withhold amounts equivalent to various forms of taxes or duties. When such withholding is to take place, the Manager may make a provisional calculation of the amount concerned and withhold this amount. For the extent to which any application on behalf of the Customer for a refund of withheld tax applies, see item 1.

11. The Manager’s liability

The Manager is liable to the Customer if his or her own or employees’ negligent acts or omissions regulated by the Agreement have caused the Customer damage, loss or expense. The Manager or the Manager’s employees will not be liable for any damage, loss or expense incurred by the Customer as a result of international managers or other service providers used, their acts or omissions or their defaults or insolvency provided that the Manager has complied with general due diligence requirements when choosing the service providers. The Manager’s choice refers both to the original choice and to the continued choice of international manager. The choice of international manager will need to reflect the country/market in which the manager is located. The Manager will not be liable if he or she has had no influence on the choice.

It is the Customer who is liable for any consequences of the selected markets in which the Management takes place. The Manager is not liable for losses that must be attributed to local and market conditions and which are thus factors beyond the control of the international manager and the Manager.

The Manager does not guarantee the authenticity, validity or value of the securities which the Customer has chosen to purchase, subscribe to or otherwise receive, and which are covered by the Agreement.

The Manager is not responsible for the form, accuracy, completeness or content of any notice, circular, report, announcement or other material, including for translation or summary, which has not been drawn up by the Manager, but which the Manager has forwarded to the Customer from an international manager, service provider, issuer or others. Moreover, the Manager is not responsible for the accuracy, completeness or content of any translation or summary drawn up by the Manager.

It is the Customer who bears the full responsibility for the taxes and fees the Customer may be subject to as a result of the Management, dividend, corporate actions of all kinds and any other payment obligation associated with the securities covered by the Agreement.

In addition, as long as the matter is not specifically regulated in this item 11, DNB Markets’ general terms and conditions for financial instruments, etc. apply, in their current form at any given time.

For bank accounts with the Manager, the Manager’s general terms and conditions for deposits and payment orders

and/or the Norwegian Financial Contracts Act (Act on Financial Contracts and Financial Assignments) apply.

12. The Customer’s liability

The Customer will recoup the Manager for any losses, damage, claims, obligations and expenses of any kind, including external and internal legal costs that are incurred by the Manager, directly or indirectly, defined in this item as ‘Losses’, as a consequence of:

• the Customer’s Foreign Securities being deposited/registered in the Manager’s name labelled ‘DNB Clients’ with an international manager, service provider, etc.;
• the Manager having carried out instructions from the Customer under the Agreement or the Manager having otherwise performed services under the Agreement;
• the Customer having refrained from informing or having provided inadequate information or
• instructions under the Agreement, or the Customer having otherwise breached what follows from the Agreement;
• taxes being incurred as a result of the Agreement in connection with payment, settlement or other transactions;
• the Manager having trusted information received from the Customer in connection with the Agreement, including
• information given in certificates of registration, company decisions, articles of association, reports, guarantees, instructions and/or consents.

13. Prices. Withholding right

The Customer is to pay the Manager in accordance with the price list under the Agreement, using the current price list at any given time, as shown on DNB Markets’ presentation pages on the internet. Each month, the Manager will, in accordance with the right of disposal, arrange payment by charging the bank account the customer has specified, cf. item 8.

The Customer hereby declares to have understood that the Manager has a withholding right in respect of securities for management under the Agreement and that this applies to all unpaid claims under the Agreement. The same may apply to the Manager’s service providers, securities depositories, etc. and where other rules may also apply for withholding rights, the right of sale, counter claims, etc.

14. Termination and cancellation

The Agreement may be terminated by either party with four weeks’ prior written notice, calculated from the date that notice is served.

In the event of default by either party, the Agreement may be terminated in writing by the non-defaulting party with immediate effect. In the event of cancellation or termination by the Customer, the Customer must instruct the Manager which new manager the securities and any deposits in the bank account(s) are to be transferred to, and the Customer will be liable for any costs incurred in this regard.

15. Notifications

Notifications from the Parties must be served in writing. Communication between the Customer and the Manager must be electronic. Notices to the Customer will be sent by email to the Customer as set out in the form attached to this Agreement:

Manager: DNB Bank ASA

Attn.: Securities services – Support custody

Address: Postboks 1600, 0021 Sentrum Oslo

Tel. no.: +47 23 26 86 10

Email address: support.custody@dnb.no

Each party must notify the other party of any change in this information without delay.

16. Governing law and legal venue

Unless otherwise set out in the Norwegian Financial Contracts Act, the Agreement will be governed by Norwegian law, with Oslo District Court as the agreed legal venue.

17. Right of cancellation

Customers who are considered consumers* and who allow remote communication** have a 14-day right of cancellation. In order to use the right of cancellation, any holdings must have been transferred to another securities account.

Regardless of the right of cancellation, customers may terminate their securities account at any time in accordance with item 14 of this Agreement. For some services offered by DNB Markets, the customer is required to have a securities account in DNB. For further information about the right of cancellation, please contact DNB Bank ASA, Verdipapirtjenester by phone, or see terms and agreements available online.

*The consumer is an individual person who does not primarily act as part of a business activity.

**Remote communication is communication that takes place without the parties being present, such as phone calls, printed matter, television and the internet.

The text on this page is a reproduction of the agreement which has to be signed between broker and customer before foreign trade may be carried out. It must be issued in two copies, one to each of the parties. Both copies must be signed by the parties to the agreement.