Agreement for online trading of financial instruments for non-professional customers

1. Preamble

The following agreement («the Agreement») is made and entered into by DNB Bank ASA («DNB») as represented by DNB Markets («DNB Markets») and the client («Client») and concerns electronic trading in shares, equity certificates, warrants and other financial instruments that are available for such trading. DNB Markets is free to change the availability of financial instruments and trading venues (Regulated Markets and Multilateral Trading Facilities) under the Agreement at any time. The Agreement also applies to online subscriptions for secondary market offerings, new issues, etc. In addition, the Agreement contains information and advice for Client about financial instruments.To enter into this Agreement, Client must subscribe to DNB’s Internet banking service.

2. Entry into the Agreement and terms and conditions

The parties shall be deemed to have entered into the Agreement after Client has completed the procedure for this over the Internet. For commercial customers, the Agreement shall also be deemed to have been entered into when the service agreement is signed. In both cases, the fact that Client is given access to the service shall serve as DNB Markets' confirmation of entry into the agreement. Logging onto the service on dnb.no by means of the assigned password shall be construed as Client's confirmation of entry into the Agreement.

The terms and conditions for use of the bank account are set out in DNB's account agreement, which includes DNB's General Terms and Conditions for Deposits and Payments. The master agreement for DNB’s online services also applies to bank accounts. In the event of any inconsistency between this Agreement and the master agreement for DNB’s services, this Agreement shall take precedence. Failing a contrary stipulation in the Agreement, DNB Markets' ordinary business terms shall apply, including the provisions regarding complaints, DNB Markets’ liability, special rules for trades, breach of contract on the part of Client, Client’s responsibility for his/her own competence and Client’s obligation to give DNB Markets the necessary information about his/her identity, financial position, investmentexperience etc. upon request.

3. Client classification

Clients of DNB Markets must be classified in different client categories depending on professionalism. Clients are to be classified as retail clients, professional clients or eligible counterparties. Upon signing of the Agreement, the Client will be classified as "non-professional" unless already classified under another category.

4. Information and general advice

Client may make use of the information that is provided automatically, which includes any investment analyses DNB Markets offers online. Client understands and agrees that by submitting orders related to instruments under the Agreement, including unlisted financial instruments and foreign securities, Client forgoes individual advice from DNB Markets. DNB Markets is not obligated to consider whether orders submitted by Client are advantageous and suitable for Client. It is up to Client to consider whether the information that is provided automatically is of interest, including whether it gives a sufficient basis for making an investment decision. Client must evaluate his/her need for individual advice against this background. Prior to submitting orders, Client is obligated to familiarise him/herself with the different types of orders and the order specifications Client is permitted to use under the Agreement as well as the other rules for trades mentioned above. It is up to Client to evaluate the risk attached to the different instruments and markets.

5. Conditions

5.1. Bank account in DNB, balance checking, reservation of amounts and authorisation to debit

In order to use the service, Client must have or open a bank account in DNB. Client gives DNB Markets full authorisation to access the bank account. DNB Markets will normally check the balance on the account. If there are insufficient funds on the account to cover a submitted buy order, the entire order will normally be rejected and will be shown as cancelled in the status field. Client agrees that the transaction amount will be reserved on the bank account when a purchase order is submitted. The reservation will be removed when settlement has been effected. DNB Markets reserves the right to cancel one or more active orders if necessary to release funds for the settlement of a previously unsettled trade.

The bank account(s) for settling equity trades may not be pledged as collateral. Any claim or attachment on the bank account(s) will be regarded as a material breach of the Agreement and will give DNB Markets the right to terminate the Agreement with immediate effect.

5.2. VPS account with DNB Markets as account operator, balance-checking and authorisation

One of the pre-conditions for entering into this Agreement is that Client holds an account in the Norwegian Central Securities Depository (VPS) for which DNB Markets is the account operator. DNB Markets will only handle purchases/sales that are to be credited to/debited from the VPS account for which DNB Markets is registered as the account operator. If Client has multiple VPS accounts for which DNB Markets is registered as account operator, the account that is to be used must be specified in the order. If Client needs to open a VPS account, the form “Opening of a VPS account” must be used. The form can be downloaded from dnb.no/vpskonto. Please contact the Registrars Department by e-mail. for an English version of the form.

When Client submits a sell order under the Agreement, the holding in Client’s VPS account will normally be checked. If Client’s holding of the financial instrument in question is not sufficient to cover the submitted sell order, the order will normally be rejected and will be shown as “cancelled” under “my orders”. Please note that, as a rule, newly issued securities normally cannot be sold through the service until they have been delivered and registered on the VPS account. When Client submits an order to buy financial instruments under the Agreement, the instruments will be registered on the VPS account attached to this Agreement that is specified by Client. The VPS account for settling equity trades may not be pledged as collateral. Any claim or attachment on all of some of the holdings in Client’s VPS account(s) will be regarded as a material breach of this Agreement and shall give DNB Markets the right to terminate the Agreement with immediate effect.

5.3. Custody account in DNB Markets for financial instruments registered in countries outside Norway, and balance checking

In order to trade in financial instruments registered in countries outside Norway, Client must have entered into a safe custody agreement for foreign securities with DNB Markets. This can be done over the Internet. If Client submits an order involving financial instruments registered in another country that are not covered by such agreement, the order will be rejected.

When Client submits a sell order, the holdings on the custody account specified by Client will normally be checked. If the holding of the financial instrument in question is insufficient, the order will normally be rejected and this will be specified in the order status field.A settlement account denominated in NOK must be used for all electronic trades. When Client submits orders for trades in financial instruments registered in a country other than Norway, DNB Markets will give the necessary instructions for payment and receipt or delivery to DNB Markets as custodian. Client thus does not need to give these instructions as stipulated in the safe custody agreement.

6. Electronic trading and subscribing to financial instruments through DNB Markets

6.1. General provisions

Client shall fill out and send the standard buy/sell orders or subscription forms using his/her personal password. DNB Markets will assume that any order submitted electronically using Client’s password has been given by Client or a person who has the requisite expertise and authorisation to submit orders on behalf of Client. The order will thus be binding for Client. If Client submits an order or sends a subscription form electronically under this Agreement and also sends the same order or subscription form by telefax, surface mail or other means, DNB Markets will regard each order/subscription form received through the different channels as a separate order. The same applies if multiple orders are submitted electronically. When Client’s electronic instructions to buy/sell financial instruments have been registered in DNB Markets’ order book and the order has been given an order number, the order status will be shown as active. This is the only confirmation from DNB Markets that shall apply. As soon as the transaction has been effected the status will change to “executed”. DNB Markets will send contract notes as confirmation of executed trades in financial instruments. Unless otherwise specified, Client will receive contract note by e-mail.

DNB Markets will produce contract notes for executed orders and store these in accordance with the rules set out in laws and regulations. DNB Markets may initiate a manual and/or electronic filter for a Client’s orders to detect any orders that deviate by more than a certain degree from the last officially quoted price, the most recently recorded price, order size (value) or other parameters for the instrument. The objective is inter alia to detect orders that look incorrect, and orders that may be part of an attempt to manipulate share pricesor the like. Orders that are blocked by a DNB Markets filter will normally be further assessed before being sent from DNB Markets to relevant trading venue or cancelled. Delays to orders subsequently sent to trading venue after being blocked by the filter will vary. DNB Markets reserves the right to cancel orders that look incorrect without the Customer being contacted. DNB Markets is not responsible for any losses due to delays or cancellations of orders pursuant to this clause. DNB Markets will stipulate the period of validity, the types of orders and order specifications that the Client may specify to DNB Markets under this Agreement, as well as any other limits or restrictions that may apply. Client is hereby notified that DNB Markets may carry out Client’s orders by buying the relevant financial instruments from or selling them to other clients and/or stockbrokers and/or by participating in all or part of the transaction itself. Reference is also made to DNB Markets’ general business terms for financial instruments etc.

6.2. Trades in financial instruments

Client accepts and agrees that DNB Markets will execute trades in listed financial instruments, as a member, or remote member of the trading venue in question, or through an intermediary. The trade may be executed on the basis of automated order transmission, or by other means. The trading rules for the individual trading venues will apply to orders submitted by Client under the Agreement. Orders shall consequently be registered in accordance with these trading rules. Orders Client sends to DNB Markets outside the opening hours for the trading venue in question will be sent by DNB Markets when the trading venue is open for receipt of orders. If trading in an equity instrument for which Client has sent an order is halted, it is up to Client to change or cancel the order, if applicable. DNB reserves the right to cancel orders under special circumstances. If trading in an equity instrument is suspended, any orders for trades of the said instrument will be handled as stipulated in the relevant trading rules, which normally means that they will be cancelled. If Client wants to proceed with the transaction when trading recommences, and the original order has been cancelled, Client must submit a new order.

6.3. Trading unlisted financial instruments registered in VPS

DNB Markets does not guarantee that orders for trades in unlisted instruments will be executed before the period of validity Client has specified for the order expires. Execution of the order will depend on the prevailing market situation. Spreads (the difference between the bid and ask price) for unlisted financial instruments are indicative and DNB Markets does not guarantee that the transaction can be executed within the quoted spread. Other special rules or circumstances may also apply to trades in unlisted financial instruments.

6.4. Trading in financial instruments listed on a foreign trading venue

Client accepts and agrees that trades in foreign securities and settlements of same will be executed in accordance with the laws, trading regulations, rules for automatic order transmission, membership agreements, terms and conditions, market practice, standard procedures etc. that apply for the relevant trading venue, securities register/ settlement and clearing systems, clearing houses, intermediaries etc. with respect to trades, complaints and settlements etc. This also includes any special rules for trading before or during the trading venue's opening hours, local holidays, validity, disclaimers etc. as well as any special rules for halting or suspending trading etc. and any effects thereof. It is up to Client to stay informed of such events and to take them into account when submitting orders. The rules for individual trading venue may be posted on the trading venue's website. The same rules will apply to dealings between Client and DNB Markets when relevant. The terms and conditions for storage etc. of foreign securities are set out in the Custody Agreement for foreign securities.

6.5. Subscriptions to secondary market offerings and new issues of financial instruments registered in VPS and Foreign Securities

All subscriptions to secondary market offerings and new issues etc. under this Agreement are subject to the approval of DNB Markets, which reserves the right to reject them. A subscription does not generally entail an automatic right to allotment. The terms and conditions, requirements, deadlines and rules for allotment, payment, etc. that apply to individual secondary market offerings, new issues etc. will be specified in the information posted on the Internet in connection with the relevant offering or issue. This also applies to any restriction on the number of subscriptions to the offering/issue in question. When Client subscribes to a secondary market offering or new issue, etc. online, the reference number will be displayed in the online trading service as soon as DNB Markets has recorded the subscription. This is Client’s confirmation of the subscription, and it is only when the reference number is displayed in the online trading service that DNB Markets shall be deemed to have confirmed receipt of the order. The seller or issuer decides how many (if any) securities will be allotted to individual subscribers and will inform Client in such event. Client's VPS/safe custody account will be updated to reflect any allotments.

7. Online options provided by DNB Markets

7.1. Share price information, company announcements etc.

DNB Markets will post share price information from a number of trading venues free of charge, with a delay. DNB Markets does not accept any responsibility for the accuracy of the information. The trading venue in question cannot be held responsible for the accuracy of share price information either. As a free service, Client may access information from other sources that DNB Markets provides electronically. This includes but is not limited to announcements from different companies, delayed price quotes from other trading venues and other information. DNB Markets does not accept any responsibility for the accuracy of the information.

7.2. Portfolio overview

As part of the service contemplated by this agreement, Client can access information about his/her securities portfolio online, free of charge. The overviews show the true balances on the Client's VPS and safe custody accounts that are encompassed by this agreement – i.e. the actual holdings adjusted for any sales/purchases executed through DNB Markets that have not been posted yet. Client should regularly check his/her available portfolio to make sure the holdings correspond with the change notices received from VPS and the holding statements provided by the custodian because the available portfolio is not always updated automatically after new issues, share splits and similar events that affect the number of financial instruments in the portfolio. In the event of any discrepancies, Client should notify DNB Markets that the holdings need to be updated. DNB Markets is not responsible for the accuracy of the information pertaining to the available portfolio.

7.3. Research

Client may download economic and other research posted by DNB Markets on DNB’s website as a free service for customers. The condition for being given full access to all research prepared by DNB Markets is that Client has executed more than one - 1 - trade in the last 90 days.

7.4. Price quotes - real time

DNB Markets offers share price information in real time from the Oslo Stock Exchange and Nasdaq OMX. Client will be required to pay a fee to the relevant trading venue for this service. DNB Markets does not guarantee that the information is correct. The trading venue in question cannot be held responsible for the price quotes either. If Client wants to receive this information in real time, this can be ordered through the online trading service.

8. Brokerage, fees and charges

DNB Markets' payment for executing orders from Client is in the form of commission. The commission will always be at the prevailing rate for online trades in financial instruments through DNB Markets.The commission rates may be changed with immediate effect as of the date when the Client is notified of such change or the change is posted on DNB Markets’ website. The commission rates for foreign securities and unlisted financial instruments are somewhat higher than those for instruments listed on the Oslo Stock Exchange. The fees and charges for trading will be specified in the information posted on the Internet concerning the relevant offering, new issue etc. The fees and charges for opening, maintaining, operating and closing bank accounts, as well as interest rates, and the rules for interest computation etc. are set out in DNB’s ordinary terms for deposits and payments, DNB’s latest price list and/or are specified elsewhere. The charges for the VPS account and custodial account will be specified in the agreements for the accounts in question.

9. Payment and prices of fee-based services

Client must pay for all use of the different fee-based services that DNB Markets offers under the Agreement. The currently prevailing fees are always posted on DNB’s webpage.

10.Payment and recording of transactions

When Client submits an order to buy financial instruments or uses services under the Agreement for which fees are charged, the commission/payment/fee will be debited from the bank account specified by the Client, which means that DNB Markets shall have limited authorisation to debit Client’s bank account. Client shall be required to give DNB Markets special authorisation to debit his/her account in connection with subscriptions to secondary market offerings, new issues etc. Client accepts that advance notice will not be sent before the account is debited. Accrued fees for the use of fee-based services will be debited from Client's account and specified in the bank statement. The amount that will be debited from Client's account for purchases of financial instruments will be specified in the contract note. The amount that will be debited from the account in connection with a subscription will be specified in the allotment notice and can also be found in the electronic channels Client uses. DNB Markets will credit the net proceeds from sales of financial instruments under this agreement to Client's bank account on the settlement date. The amount that will be credited will be specified in the contract note. The net amount is available on the account immediately after the sale but only for reinvestment in other securities encompassed by this Agreement. If the proceeds are to be used for anything other than reinvestment, withdrawing them before the settlement date may result in an overdraft (if the withdrawal date is earlier than the value date of the deposit), in which case overdraft interest will occur at the then prevailing rate. This will also apply if the proceeds are invested in markets that have a shorter settlement period. In such event, Client will be required to pay interest on the overdrawn amount at the rate specified in DNB’s General Terms and Conditions for Deposits and Payments, and DNB’s latest price list. If Client uses funds that will be available under the Agreement but have not been recorded yet, this shall be deemed a material breach of the Agreement.

11.Forwarding of information, rules

Client undertakes not to pass on information retrieved under the Agreement to anyone else – electronically or in any other manner. This applies to both free information and information for which fees are charged, and regardless of whether the information is sent as received or has been modified and irrespective of whether it was retrieved directly or received indirectly via other clients. The Client shall abide by the laws, rules, regulations, market practises etc. in Norway and other countries regarding trades in financial instruments, including the rules pertaining to price manipulation and insider trading.

12. Checks and suspension

In the event of any technical errors, security problems or other relevant events in DNB Markets, at clients’, or elsewhere, DNB Markets reserves the right to suspend the Agreement and thereby the service. Such suspension will apply until the event that led to the suspension has been remedied or until the Agreement is terminated with immediate effect. DNB Markets reserves the right to check procedures, systems, computer connections and other items linked to automatic order transmission on the Client’s end in accordance with various rules for this.

The different trading venues are entitled, in accordance with the rules and criteria that apply for them, to stop automatic order transmissions from DNB Markets and/or other members of the trading venue.

13. Changes of operating parameters and of this Agreement

DNB Markets may need to amend the Agreement as a result of changes of legislation, rules or contractual terms, decisions made in relevant trading venues, new internal rules, technical changes, technical developments or for other valid reasons. The changes will enter into effect as of the date when the new terms and conditions have been presented to Client. The amended agreement will be delivered to Client by post, e-mail or other appropriate means in accordance with DNB’s standard procedures. The Agreement shall be binding for Client as of the time when Client submits an electronic order, enters into agreements with or executes trades through DNB Markets after having received the amended Agreement from DNB. Electronic orders, trades etc. that have been agreed or executed as well as any claims or rights accrued before Client received the new terms and conditions shall not be affected by the changes in question unless they enter into force earlier according to law, rules, standards procedures or the like.

14. Permission to execute orders outside a regulated market or Multilateral Trading Facility

Client agrees that orders may be executed outside a regulated market or Multilateral Trading Facility, and accepts the terms in the other sections of the DNB Markets’ order execution policy, see dnb.no/en/mifid.

15.Cancellation and termination

This Agreement may be cancelled subject to at least one month’s written notice, which may be sent by post or e-mail. In the event of a material breach of contract by one of the parties or if one of the parties is subject to debt negotiations or bankruptcy/compulsory liquidation proceedings, the non-breaching party shall have the right to terminate the Agreement with immediate effect.

16.Governing law and jurisdiction

This Agreement is governed by and shall be construed in accordance with Norwegian law. Unless something to the contrary follows from the Norwegian Financial Contracts Act, any disputes pertaining to this agreement shall be decided by Oslo Municipal Court, as the court of venue.