CLSA AUSTRALIATERMS OF BUSINESS

1.

OPENING AN ACCOUNT WITH US

1.1

These terms, which form part of the Terms of Business (or, the "Terms") shall be effective
between you and CLSA Australia Pty. Ltd. (“CLSA” and/or the relevant CLSA Entity whereapplicable) on the date which we commence business with you. By using any of our Services orby taking any action consistent with the acceptance of these Terms (or any other action
described in a Transaction Document) you have accepted the Terms. The Terms are legallybinding and govern the manner in which we provide the Services and carry on activities withyou, unless and to the extent that you are sent further documentation or have entered into a
Transaction Document which is not consistent with the Terms. The Terms, including theschedules or annexes annexed hereto, supersede all previous general terms of business oragreements of a similar nature (whether oral or in writing) that may have been issued on theirsubject matter in relation to Australia, except to the extent that any prior agreements orcommunications are recorded and signed as an amendment to these Terms. Nothing in thisclause is intended to exclude liability for fraud or fraudulent misrepresentation or any otherrepresentations which cannot be excluded by law.

1.2

Where we provide certain products or Services to you, we may require you to enter into
separate agreement(s) or contract(s) (each a “Transaction Document”) relating to those
products or Services. Prior to you entering into such Transaction Documents with us, the Terms
apply in full. In the event that you do enter into additional Transaction Documents with us, theterms of such Transaction Documents will prevail over the Terms to the extent of any
inconsistency. To the extent there is no inconsistency, you will be bound by both the Terms andthe relevant Transaction Documents.

1.3

We may provide Services to you by means of our website(s) or by other electronic links or
systems and where this is the case the provision of such Services will be subject to the terms of
any agreement(s), disclaimer(s) or legends set out on such website(s), electronic links or
systems, or as otherwise notified to you. Without limiting the circumstances in which suchagreement(s), disclaimer(s), legend(s) are binding on you, they are made binding on you by
the Terms. The Terms will also supplement such agreement(s), disclaimer(s) or legend(s) to theextent they do not conflict with such agreement(s), disclaimer(s) or legend(s).

1.4

We may, acting reasonably, decide whether or not to provide you with any or all of the Services
that you may request to protect our legitimate business interests. Where we decide not toprovide any or all of the requested services, we will notify you as soon as reasonably practicable.

1.5

Where you are acting as principal, you must in your own capacity settle all liabilities resulting
from transactions effected under and in accordance with the Terms of Business. We do not andwill not have any responsibility towards any person on whose behalf you may act (unless aseparate client relationship has been established between us and that person or we haveotherwise agreed in writing). Where you have indicated to us that you are acting as agent onbehalf of Underlying Principal(s), the terms set out in Clause 5 and all other applicable terms set
out in the Terms of Business will apply to you and your Underlying Principal(s).

1.6

You will be treated by us as a “Wholesale Client”. As a result, you acknowledge that: (a) you
have sufficient knowledge and market expertise to evaluate the risks attached to anytransactions we may execute for you; (b) we will not provide you with any legal, tax, financial,accounting or personal financial product advice; (c) in providing the Services, we have nottaken, nor are we under any obligation to take, into account your objectives, financial situation

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or needs; (d) we do not give any warranty as to the merits, suitability, value or effects of any
transaction we may execute for you; and (e) we do not assume any fiduciary duty or any
responsibility to you other than is mandatorily required of a Wholesale Client under Regulatory
Requirements or these Terms of Business. In the event that you fail to remain a Wholesale
Client we will cease to deal with you.
2.
2.1

WE MAY AMEND THESE TERMS OF BUSINESS
We may amend these Terms from time to time. When we amend these terms, we will, acting
reasonably, provide you with reasonable prior notice of the change before the change takes
effect (unless the change arises from a change in applicable law or regulation, where thechange will take effect on the date mention in our notice).
All amendments we make will be notified to you as per Clause 15.13. The revised terms will beincorporated into the agreement between you and us and shall supplement and amend (to theextent inconsistent) the Terms of Business. Continued use by you of the Services, or taking
any other step consistent with the acceptance of the revised Terms of Business, will constituteacknowledgement and acceptance of the revised Terms of Business by you. Unless otherwise
agreed, no amendment will affect any outstanding orders or transactions or any legal rights or
obligations which have already arisen. If you do not accept the proposed changes, you may
terminate these terms as per Clause 13.

3.
3.1

DEALING AND INSTRUCTIONS
We may act as your execution agent in effecting your instructions (or transacting with you) andyou are solely responsible for your own investment decisions. You authorise us to enter into, on
your behalf, any contracts that we, in our discretion, think are reasonably necessary in order for
us to effect your instructions where applicable (including entering into contracts as a principal
while acting as your agent). You acknowledge and agree that we may carry out any transaction
with or for you directly or, in our discretion, with or through a third party (whether a member of
the CLSA Group or not) on such terms as we deem reasonably necessary in order for us toeffect your instructions and which shall be binding on you.
We may decide, in our discretion, whether to effect any transaction with or for you as principal
or as agent, or partly as principal and partly as agent (in which case more than one
confirmation or advice note may be issued).

3.2

We may provide (or arrange for the provision of) any of the Services, or carry out any activity
related to the Services, including without limitation, any administrative or transactional
function, from any of our locations or through any CLSA Entity, whether in Australia or
elsewhere. To the extent that the Services are carried out by a CLSA Entity not based inAustralia, you acknowledge and agree that such Services will be subject to the terms ofbusiness of the relevant CLSA Entity and any local conduct of business, laws and regulations
would apply. Where there are inconsistencies between these Terms and any local terms ofbusiness, the local terms of business of the relevant CLSA Entity providing the Services will
prevail to the extent of any inconsistency.

3.3

All instructions given to us are irrevocable unless we agree otherwise. Any request to cancel oramend your instructions is only possible before your instructions are executed and subject toour confirmation. If we, acting reasonably, do not cancel or amend your instructions, you are
fully responsible for any full or partial execution of your instructions.

3.4

Subject to anything to the contrary in the Terms, the Schedules or a Transaction Document,
your orders for Investments are good for the day on which they are received by us and will

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lapse upon the market close of the relevant Exchange. If the relevant Exchange is closed when
we receive an order, that order shall be treated as an order received, which will be confirmed
between the parties before trading, on the next Business Day.
3.5

We may in our discretion take, or refrain from taking, any action we consider reasonably
necessary, and you agree to take or refuse to take any action which we reasonably demand, toensure compliance with any Regulatory Requirements or to avoid or mitigate loss under thoserequirements. We will not be liable for any such action taken in good faith. Any actions we takeor refuse to take for the purpose of complying with Regulatory Requirements will not render us
or any of our directors, officers, employees or agents liable.

3.6

We will, acting reasonably, rely on any instruction, Communication, notice or request in any
form (oral, written, electronic or otherwise) which is made or purports to have been made byyou. We shall be under no obligation to verify the capacity of the person(s) giving instructionsor the authenticity of any such communication, unless we have reasonable grounds to suspectthat such communication is fraudulent or has otherwise not authorised by you We shall be
under no duty to supervise compliance with any restrictions on investment or powers whenproviding you with Services or when carrying out instructions. You shall be responsible for any
accidental, fraudulent or unauthorised instruction or communication transmitted to us. Upon
notice or suspicion of any accidental, fraudulent or unauthorised instruction or communication,
you shall immediately notify us.

3.7

You intend us to treat such communications as your original instructions and desire for us to act
on them. You acknowledge and agree that we are not in a position to examine the authenticity
of instructions and we will not be liable for any errors, loss or damages associated with our
acceptance of and acting on such instructions. Also, save as when it is as a result of our mistake,error, negligence, fraud or wilful misconduct, you agree to indemnify us for all costs, expenses,
claims and liabilities (whether actual or contingent) that we may incur as a result of acting onsuch instructions.

3.8

All contract notes, confirmation notes, daily or monthly statements and other advice inconnection with the account(s) will be provided to you electronically and you agree to assume
the inherent risks in electronic communication.

3.9

Subject to anything to the contrary in a Transaction Document or the Schedules, we may,without prior notice, combine your order with other orders. We may not always be able toexecute your orders in full or at prices designated by you. You agree to be bound by suchexecutions provided that we shall use our reasonable endeavours to provide you with “bestexecution” in accordance with our Australia Best Execution obligation Disclosure, posted on our
website at www.clsa.com/terms-of-business/ (as amended and/or supplemented from time totime), and to the extent that it is not inconsistent with any Regulatory Requirements. Subject toanything to the contrary in a Transaction Document or the Schedules, priority and allocation(where there are insufficient Investments to satisfy all client transactions) will be determined inaccordance with market practice and fairness to clients and may result in partial execution.

3.10

In providing you with the Services, we shall be entitled to appoint as agents, and to enter intotransactions with or through, such banks, persons, brokers, intermediary, investment advisers,
financial and other third parties (whether or not Affiliates of CLSA) as we see fit, acting
reasonably (which terms shall be indirectly binding on you). Clause 6.1 shall apply to the costs,
charges, fees, commissions and other expenses of such agents.

3.11

For the purposes of effecting transactions, we may introduce you to another company (which
could be located outside Australia, and which could be within or not within the CLSA Group).
You acknowledge that we may from time to time act as agent for any such company. We may

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also introduce sub-agents from outside the CLSA Group on the basis of a direct contractual
relationship with that entity separate from the Terms of Business. Where you are required toenter into additional agreements with the relevant third party, those agreements will apply in
addition to the Terms. You may also give instructions directly to such relevant third party(whether within the CLSA Group or not), where we have agreed that you may do this in respectof a specific type of Service and/or transaction. Where you give instructions directly to a third
party which lead to a transaction being effected by us, you may be subject to such other terms
as may be provided by, or such other agreement as may be applicable for, that third party.
3.12

4.

From time to time we may discuss certain Investments with you. Such information will be"general advice" only, and does not constitute "personal advice" of any nature and you should
not rely on it. Where we do provide, market information, general advice or recommendations,
we give no representation, warranty or guarantee as to the accuracy, completeness, tax
consequences or suitability of any information or advice that we provide to you. Further, wetake no responsibility whatsoever for the accuracy, appropriateness or completeness of any
information provided by a third party in connection with a Service we provide to you. You
acknowledge that the information or advice that we may give to you may be different frominformation or advice given to other clients, due to a range of factors, and that such information
may not be consistent with any proprietary investments made by a CLSA Entity, or ourofficeholders, directors, employees or agents.
SECURITIES DEALING SERVICES

4.1

The provisions of this Clause 4 are subject to any applicable Transaction Document or Schedules.
To the extent that a Transaction Document or Schedule contains provisions to the contrary,
those other provisions shall prevail to the extent of the inconsistency.

4.2

We are not obliged to settle transactions or account to you unless and until we (or oursettlement agent) have received all necessary documents, funds or Securities (whereapplicable). Our obligations to deliver financial products to you or to your order or to account toyou for the proceeds of the disposals of financial products are conditional on prior receipt by usof appropriate documents, the relevant financial products or money from the other party to thetransaction. In the case of financial products which have already been committed to the bidder,settlement may be delayed if the transaction can only be competed with financial products
issued by the bidder. Any obligation which we may have to deliver Securities, commodities,
deposits of cash, credit balances or other property to you shall in any event be conditional uponprior receipt by us (or our settlement agent) of appropriate documents andall fees, charges,
expenses, applicable taxes and liabilities owed to us by you or from the other party to thetransaction under these Terms of Business or Transaction Documents.

4.3

For all transactions in Securities to be effected on a delivery versus payment basis, before thesettlement date of any transaction in such Securities which we have executed for you, you will
provide funds to complete such transaction or make good delivery of the Securities to be sold,as the case may be. If you fail to do so, we may, in the case of a purchase transaction, transfer
or sell any such purchased Securities to satisfy your obligations to us; or, in the case of a saletransaction, borrow and/or purchase such sold Securities to satisfy your obligations to us.

4.4

Where financial products or money are not delivered to us as and when due under any
transaction, you will fully indemnify us from and against all liabilities, obligations, losses,
damages, penalties, actions, judgements, suits, costs, expenses and disbursements of any kindor nature whatsoever including costs of enforcements which may be suffered by, imposed on,
incurred by or asserted against us or any CLSA Entity as a direct or indirect result of such
failure except to the extent they were caused by the mistake, error, negligence, fraud or wilful
misconduct of CLSA or its representatives. We may acquire financial products to cover any

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liability of yours to deliver financial products to us and you will reimburse us for any loss we
suffer as a consequence.
4.5

In the event that delivery and payment is not simultaneous, we are obliged to treat your money
in our possession in accordance with the applicable ‘Client Money Rules’ set out in Clauses 8.1
to 8.3.

4.6

When dealing in Securities that are uncertificated, settlement will be effected using an electronic
book transfer system. Investments in respect of purchases and sales conducted through us will
be placed in a fungible account prior to onward settlement.

4.7

If we are providing Services to you as clearing broker by arrangement with another broker
through whom you have been introduced to us, then, unless you notify us in writing to thecontrary, we may accept from such other broker, without inquiry or investigation to or by us, (i)orders for the purchase or sale in your account(s) of Securities on margin or otherwise, and (ii)any other instructions concerning your account(s) and that broker shall for all purposes betreated as an authorised dealer of such account for the purposes of the Terms. We shall not be
responsible or liable to you for any acts or omissions of such other broker or its employees ofany kind or nature whatsoever (including any fraud, gross negligence or wilful default).

4.8

If you do not reimburse us in full on demand or within the time customarily set by the relevant
Exchange or market upon which the Securities are traded, for the cost of any Securities
purchased by us on your behalf, we may in our absolute discretion (but are not obliged to)advance the balance of the purchase price to you as a loan which shall be repayable within such
period and at such interest rate as we determine, having regard to the terms and interest rate
charged by private banks on loans to private sector customers.

4.9

If a selling broker fails to deliver the Securities that we have purchased for you on thesettlement date, then we may have to obtain Securities in the open market and you shall be
responsible for any difference in price in that regard.

4.10

In the absence of your explicit instructions (that are accepted by us), we shall have no duty toinvestigate, participate in or take action concerning attendance at meetings, voting or otherrights attaching to or derived from Securities whatsoever. We shall have no responsibility totake any action in respect of proxies received.

4.11

Subject to any Regulatory Requirements that may prevent us from doing so, where applicable,
you authorise us:(a)to hold any Securities on your behalf in our name or in the name of our nominee or as
you may direct in writing. Where Securities are held by us or by our nominee on yourbehalf:(i)

we may not return the same Securities which were originally deposited by you,but only return Securities in the same quantity, class and denomination;(ii)

we may register such Securities in our name or our nominee’s name and/or forthe purposes of safe custody, deposit such Securities in a designated account ofany bank, financial institution, company or firm selected by us; and(iii)

we may commingle such Securities with Securities held by us or our nominee on
behalf of our other clients, provided that we shall identify such Securities in ourAustralia TOB November 2023

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records as being held for your account;

4.12

5.

(b)

to administer all benefits attaching to the Securities held by us on your behalf including
rights issues, capitalisations, scrip dividends and other corporate actions and to collectany dividends or interest accruing or payable on any Securities held by us or our nominee;(c)to use reasonable efforts to notify you of material information we receive in relation to
your Securities which requires your action by a certain date; and/or(d)to administer cash deposits including making credit and debit entries to your account(s).

You acknowledge and agree that CLSA will not be obliged to provide or arrange for, or be
responsible for providing or arranging any custody services (including without limitation any
safekeeping services, settlement services, collecting income payments arising on financial
products or exercising or arranging for the exercise of rights attaching to financial products)
unless it agrees to enter into a separate custody agreement with you. In the event that you
request and authorise us to apply for Securities in respect of a new listing and/or issue ofSecurities on any Exchange as your agent (for your benefit or for the benefit of any otherperson):(a)

you warrant to us that we have authority to make such application on your behalf. You
must familiarise yourself with and will be bound by the terms set out in the governingprospectus and/or offering documentation and the application form relating to such
Securities;(b)

you further declare and warrant, and authorise us to disclose and warrant to the
Exchange on any application form that any such application made is intended to benefit
you or the person for whose benefit you are applying; and(c)

You undertake to provide to us such information and take such additional steps and makesuch additional representations, warranties and undertakings as may be required inaccordance with such Regulatory Requirements as we may reasonably request from time
to time.

ACTING AS AGENT

5.1

The terms set out in this Clause will only apply where you act as agent for another party (an"Underlying Principal"), provided you have disclosed to us that you are acting as agent onbehalf of an Underlying Principal and you have disclosed the identity of the principal for whom
you act. For the avoidance of doubt, this Clause will not apply where you act for your own
account as principal.

5.2

For the purposes of Clause 5.1, you acknowledge that you will give us such additional
information as we think fit within a reasonable time, including without limitation any information
relating to the identity, address, account number and any other details of the Underlying
Principal as we may require from time to time to enable us to comply with any applicable laws ,regulatory obligations (such as anti-money laundering and counter-terrorism financing laws,
sanctions legislation, credit or risk assessments), judicial or court orders.

5.3

Despite the fact that you may enter into transactions as agent for and on behalf of theUnderlying Principal in accordance with this Clause, unless we otherwise agree in writing, you
acknowledge and agree that we will treat you as our client. Where we have agreed in writing,
the Terms of Business shall be deemed to operate as a separate agreement between you, us
and each Underlying Principal for whom you enter into dealing (with reference to “you”/”your”

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being interpreted as references to that Underlying Principal for whom you are acting as agent,
and also you acting as an agent of the Underlying Principal).
5.4

If you are a fund manager acting on behalf of a fund, you acknowledge, as agent on behalf ofsuch fund and on your own behalf, that liability between you and such fund will be joint andseveral.

5.5

We may open separate accounts for each Underlying Principal (an "Underlying Principal
Account"). In respect of each instruction given, you undertake, as agent for the relevant
Underlying Principal, and on your own behalf, to specify the Underlying Principal Account towhich the relevant instruction properly relates. You further undertake, as agent for each
Underlying Principal and on your own behalf, to notify us immediately if any two or more
Underlying Principal Accounts relate to the same Underlying Principal as soon as possible but inany event before settlement is due.

5.6

We will separately administer those Underlying Principal Accounts that we reasonably believe
relate to different Underlying Principals. We will not exercise any power to consolidate accounts
or set off amounts owing between Underlying Principal Accounts relating to different Underlying
Principals where, you have identified to us the Underlying Principal for each account. Where you
have not identified to us the Underlying Principal and we reasonably believe that accounts areheld for different Underlying Principals, we may in our sole and absolute discretion choose
whether or not to exercise any power to consolidate accounts or set off amounts owing between
such Underlying Principal Accounts relating to such different Underlying Principal.

5.7

You agree, as agent for the Underlying Principals and on your own behalf, as the case may be,
to be responsible for making any investment decisions with respect to each Underlying Principal.
We do not accept any responsibility for assessing the merits, suitability, value or effects of aparticular transaction entered into for you for and on behalf of an Underlying Principal.

5.8

We will not be responsible for your or any Underlying Principal's compliance with any laws orrules governing or affecting your or any Underlying Principal's conduct or for your or any
Underlying Principal's compliance with any laws or rules governing or affecting transactions
under the Terms of Business.

6.

COMMISSIONS, FEES AND OTHER CHARGES

6.1

In consideration of the Services that we perform under the Terms we may charge youcommissions, fees, mark-ups or mark-downs, custodial or other similar expenses and othercharges. Unless we otherwise agree in writing with you, these charges will be determined by us(acting reasonably) and advised to you as soon as reasonably practicable. To the extent
possible we will agree these charges prior to you acquiring any Services. You shall reimburse
and indemnify us for all costs, commissions, expenses, charges, fees, penalties and all otherliabilities reasonably incurred by us or our agent(s) (including any bank, broker, investment
adviser or financial or other institution) for our Services to you. For the avoidance of doubt,
subject to applicable law, we may share such commissions or such other amounts with any
persons as we deem appropriate, or may have soft commission agreements in place for which
we will not be required to account to you.

6.2

We will, acting reasonably, charge you interest on all amounts owed to us at a rate equal to therelevant interbank offering rate plus 2 per cent per annum or at such rate as we may
reasonably determine and which is agreed by you.

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6.3

Any payment due under the Terms of Business will be payable promptly in freely transferable,cleared and immediately available funds without deduction unless "Regulatory Requirements"
stipulate otherwise.

6.4

Without prejudice and in addition to any general lien, right to set-off or other similar rights
which we may be entitled to exercise whether by law or otherwise over any of your financial
products, money or other property, your financial products, money or other property shall be
subject to a lien in our favour, insofar as there remains any outstanding amounts due from you
to us. If you default in paying any amount by the due date, we shall be entitled on such date to
pay to the credit of, or as the case may be, debit to any account or accounts of yours with us or
our Affiliates the amount in question in the appropriate currency or at our option, the equivalent(at current market rates as determined by us at our discretion) in any other currency or
currencies in which any balance on such account or accounts may then be denominated. In
addition, we shall have the right at any time without notice to set off and/or combine and/or
consolidate all or any of your accounts maintained with us or our Affiliates in such manner as
we may determine.

7.

TAX

7.1

Unless expressly stated otherwise, any reference in the Terms of Business, any Schedule orTransactional Document to cost, charges, expense, price, value, sales, revenue or a similar
amount is a reference to that amount exclusive of Taxes. If, at any time, the transactions or theServices completed herein shall subject CLSA and/or any member of the CLSA Group to GST (orany applicable goods and services tax or other value added taxes), other taxes (including
without limitation any capital gains tax or tax on business income, cross border tax obligations
including without limitation those related to FATCA, CRS, tax treaties where applicable etc.),
duties, levies (including, without limitation, any transaction levies or levies for compensation
funds), fees, charges, interest, withholdings, deductions, custodial or other similar expenses(collectively “Taxes”), such Taxes shall be borne by you, except where they are incurred by themistake, error, fraud, negligence or wilful misconduct of us or our Affiliates. You agree to pay to
CLSA or any member of the CLSA Group such additional amounts or shortfall as equal to theamounts of such taxes, duties, charges, interest, withholdings or deductions etc. (the ”TaxAmount”) as stated in the relevant confirmation, settlement or Transaction Document or asotherwise notified by us to you. You authorise us to, at our discretion, collect or deduct any
such Taxes from the settlement proceeds or any money that we hold on your behalf inaccordance with applicable Regulatory Requirements. For the avoidance of doubt, if thesettlement proceeds or any money that we hold on your behalf are insufficient for these
purposes, you will remain responsible for the balance, together with any interest we are entitled
to charge under the Terms of Business.

7.2

The Tax Amount is payable on the earlier of the first date on which payments are due to us inconnection with the provision of Services to you under these Terms of Business (unless where it
is in relation to GST, in which case, it is payable on the earlier of the first date on which
payments are due to us in connection with the Services and the date which is five Business
Days after the date on which we issue a valid tax invoice in relation to the provision of Services
to you).

7.3

If an adjustment event arises in respect of the provision of Services, the Tax Amount will be
adjusted to reflect the adjustment event and we, or you, as the case may be, must make any
payments necessary to reflect the adjustment.

7.4

If applicable, any calculation of a cost, expense or other liability must exclude the amount of
any input tax credit entitlement of a party (or any input tax credit entitlement of therepresentative member for a GST group of which the party is a member) in relation to theAustralia TOB November 2023

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relevant cost, expense or liability. You will be assumed to have an entitlement to a full input tax
credit unless you demonstrate otherwise prior to the date on which any payment is due.
7.5

All expressions used in this Clause 7 which are defined in the GST Law have the meanings given
to them in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

7.6

You agree and undertake to indemnify CLSA and other members of the CLSA Group against any
and all reasonable costs, liabilities, losses, damages, interests, charges and expenses which
may be suffered by, imposed on, incurred by or asserted against CLSA or any other members of
the CLSA Group, arising from or in relation to the matters specified in this Clause 7, save forany costs, liabilities, losses, damages, interests, charges and expenses arising from mistake,error, fraud, negligence or wilful misconduct of CLSA or other members of the CLSA Group7.7

Clause 7 will continue to apply after the termination of the Terms of Business.

8.

CLIENT MONEY RULES

8.1

Subject to any applicable Regulatory Requirements, we may deposit any cash balances held by
us on your behalf with any financial institution(s) as we shall think fit (including any Affiliate of
CLSA, provided that the terms of such deposit are no less beneficial than would have beenoffered by such institution to an unconnected person of CLSA (or of any such Affiliate of CLSA)).

8.2

You acknowledge that interest will not accrue on any money held for you and that CLSA willretain the interest on any money of yours that CLSA is required by Regulatory Requirements(without limitation, the Corporations Act) to hold in a client money account.

8.3

Subject to anything to the contrary in a Transaction Document or the Schedules, we shall credit
the proceeds of any sale of Investments under the Terms of Business (less all amounts which
we are entitled under the Terms of Business, or required under applicable laws or regulations,to deduct from such proceeds) to your account(s).

9.

PPS ACT APPLICATION

9.1

These Terms may give rise to a security interest under the Personal Property Securities Act
2009 (Cth) ("PPS Act"). The following terms are intended to protect any security interest that
we have in your financial products or your cash (if applicable) that arises under the Terms ofBusiness or Transaction Document.

9.2

To the extent the PPS Act allows them to be excluded, the enforcement provisions in Chapter 4of the PPS Act do not apply to these terms.

9.3

To the extent that CLSA or its Affiliates has a security interest under the PPS Act in any of yourfinancial products or your cash, you must do anything that CLSA or its Affiliates may require toenable them to perfect their security interest in whatever way they require.

9.4

If CLSA or its Affiliates has a security interest in one of your financial products that is anintermediated security for the purposes of the PPS Act, you agree that the intermediary (asdefined in the PPS Act) that maintains the corresponding securities account:(a)must not comply with your instructions in relation to the intermediated security without
the consent of CLSA or its Affiliates (or the consent of a person who has agreed to act on
CLSA’s or its Affiliates’ instructions); or

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(b)

must comply with the instructions of CLSA or its Affiliates in relation to the intermediatedsecurity without your consent (or the consent of any person who has agreed to act on
your instructions). `9.5

Furthermore you agree that under these terms CLSA or its Affiliates (or someone who hasagreed to act on their respective instructions) is able to send all communications by which eachintermediated security can be dealt with.

9.6

To the extent that any security interest CLSA has in one of your financial products that is
considered to be an "investment instrument" for the purposes of the PPS Act that is notevidenced by a certificate, you agree:

10.
10.1

(a)

that CLSA or its Affiliates (or someone who has agreed to act on their instructions) havethe sole right to control sending instructions by which the investment instrument can be
dealt with; or(b)that CLSA or its Affiliates (or someone who has agreed to act on their instructions) areable to initiate or control the sending of some or all communications by which theinvestment instrument can be dealt.

REPRESENTATIONS AND WARRANTIESEach of the following representations and warranties is given by you as principal or (where
acting on behalf of an Underlying Principal) as agent for such Underlying Principal and on yourown behalf. In this Clause, where you are acting on behalf of an Underlying Principal, the term"you" shall mean: i) you and/or the Underlying Principal that you act for; or ii) you acting as
agent on behalf of your Underlying Principal, as the case may be. As of the date these Terms ofBusiness come into effect and on an ongoing basis, including at the time that each order is
executed for you:(a)

you are a Wholesale Client;(b)

you have all necessary authority, powers, consents, licences and authorisations and havetaken all necessary actions to enable you lawfully to enter into and perform theobligations under the Terms of Business and each transaction and to grant the security
interests and powers referred to in the Terms of Business;(c)the persons entering into the Terms of Business and each transaction on your behalf havebeen duly authorised by you to do so;(d)the Terms of Business, each transaction and the related obligations are binding on you
and enforceable against you in accordance with such terms and do not and will not violate
any Regulatory Requirement to which you are subject, your constitutional documents or
the terms of any other document, instrument or undertaking binding on you;(e)where you act as agent on behalf of an Underlying Principal, you have identified suchcapacity to us in accordance with Clause 5;(f)

no Event of Default has occurred and/or is continuing with respect to you;(g)

you are permitted under your constitution and any applicable Regulatory Requirements,
and are financially able, to sustain any loss which may result from any transaction;(h)you own all Investments transferred to us or charged in our favour by you and such

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Investments are free from any prior mortgage, charge, lien or other encumbrance
whatsoever and you will not further pledge or charge such Investments or grant any lienover them while it is pledged or charged to us except with our prior written consent;

10.2

11.
11.1

(i)

any information which you provide or have provided to us is complete, accurate and not
misleading in any material respect;(j)you have read and understood any document which we have provided to you, in alanguage you understand, in relation to the Services including without limitation, any risk
disclosure statements;(k)

you comply with all applicable Regulatory Requirements and, in particular, you aresubject to and comply with anti-money laundering and counter-terrorism financing laws
and regulations in your jurisdiction including obtaining and maintaining evidence as to theidentity of any Underlying Principal for whom you act as agent;(l)(if applicable) you have conducted appropriate and adequate due diligence (and maintainrecords) on all Underlying Principals for whom you act as agent and all Connected
Persons of such Underlying Principals, and the sources of their funds and you are notaware of nor have reason to suspect that any Underlying Principal or Connected Person ofsuch Underlying Principal is involved in criminal conduct (including anti-money launderingor counter-terrorism financing);(m)(if applicable) where you are aware that an Underlying Principal is acting as intermediaryon behalf of its underlying client(s), you have arrangements in place with the Underlying
Principal which entitle you to obtain the information on their underlying client(s)immediately upon request;(n)

you do not transact with shell banks or any entity that is subject to any economic
sanctions, or any of their Connected Persons;(o)you and (if applicable) any Underlying Principal are a Wholesale Client in relation to all
Services that we may provide to you under these Terms of Business (including the
Schedules); and(p)to the extent that you wish to receive Services that are provided by a CLSA Entity that is
located outside of Australia in relation to derivatives or foreign exchange contracts, youand (if applicable) any Underlying Principal are "professional investors" (as defined in the
Corporations Act).

You acknowledge and agree that we enter into the Terms in reliance on the representations
provided above, and you further agree that you will promptly notify us in the event of any ofthese representations ceasing to be correct.
COVENANTS AND UNDERTAKINGS
Each of the following undertakings is given by you as principal or (where acting for an
Underlying Principal) as agent for such Underlying Principal and on your own behalf. In thisClause, where you are acting on behalf of an Underlying Principal, the term "you" shall mean: i)you and/or the Underlying Principal that you act for; or ii) you acting as agent on behalf of theUnderlying Principal, as the case may be. You covenant and undertake to us that, you will:(a)ensure at all times that you obtain and comply with the terms of and do all that isnecessary to maintain in full force and effect all authority, powers, consents, licences,

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approvals and authorisations which are necessary to enable you to use and accept our
Services and those of a CLSA Entity;(b)promptly notify us of the occurrence of any Event of Default;(c)promptly provide all Client Information and supporting documents to us and execute andprovide all other documentation as required by us for the purposes of providing theServices to you and open any account(s) or Underlying Principal Account(s);(d)

promptly notify us if there are any material changes to the Client Information (including
without limitation where you cease to be a Wholesale Client);(e)comply with Regulatory Requirements (including without limitation laws and regulations
relating to anti-money laundering, counter-terrorism financing and short selling) andgood standards of market practice and you will promptly notify us in the event of any
such non-compliance;(f)(if applicable) provide to us on request copies of the relevant sections of the Underlying
Principal's constitutional documents relating to its capacity to enter into transactions andto appoint an agent to act on its behalf and that any such extract will, to the best of yourknowledge, be true and accurate in all material respects and you will not leave out orwithhold any information which would render the information so supplied false,
misleading or inaccurate in any material respect;(g)(if applicable) execute as agent for the Underlying Principal where you are duly
authorised to do so, or in each other case procure that the Underlying Principal executes,
on our request all such transfers, powers of attorney and other documents as we may
require to vest any assets in or otherwise grant any security interest to us, our nominee,
a purchaser or transferee;(h)(if applicable) identify and disclose to us any politically exposed persons that are
Underlying Principals or Connected Persons of the Underlying Principal for whom you act
as agent;(i)in the event of a request from a Regulator, immediately provide (and do all things
necessary to be able to provide) the Regulator or us (as the case may be) with any
information so required, relating to (insofar as applicable): (i) you; (ii) (if applicable) any
Underlying Principal for whom you act as agent; (iii) (so far as you know) the person withthe ultimate beneficial interest in the transaction (which may include the Connected
Persons or clients of such Underlying Principals); (iv) any managed investment scheme,
discretionary account or discretionary trust that you effect transactions for; and/or (v)the person who instructed you to effect the transaction, as the case may be; and(j)(if applicable) in the event that you effect transactions for a collective investment scheme,
discretionary account or discretionary trust, promptly inform us when your discretion toinvest on behalf of the scheme, account or trust has been overridden.

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12.
12.1

12.2

EVENTS OF DEFAULT AND CONSEQUENCES
Each of the following events constitutes an “Event of Default” where they may give rise to alegal, reputational or security risk. In this Clause, where you act on behalf of an Underlying
Principal, the term "you" shall mean you acting as agent on behalf of your Underlying Principal
and on your own behalf.
(a)you fail to perform or meet any of your material obligations under the Terms of Businessor any Transaction Document with us, including without limitation, your failure to pay ordeliver property or to comply with any covenant or undertaking;(b)the occurrence of an event of default, termination event or other similar event under any
Transaction Document including without limitation any structured product agreements,
swap agreements or stock lending and borrowing agreements;(c)any representation, warranty or statement made by or treated as made or given by you
to CLSA or any member of the CLSA Group was incorrect or misleading in any material
respect at the time it was made or given or treated as made or given;(d)you or your holding companies (collectively referred to as “Your Group”) becomesinsolvent or take any action or proceedings, or has action or proceedings taken against it
for its winding-up, bankruptcy, dissolution, administration or re-organisation (whether by
voluntary arrangement, scheme of arrangement or otherwise) or(e)Your Group seeks or becomes subject to the appointment of a liquidator, receiver,administrator, administrative receiver, custodian, trustee or similar officer for it or for allor any of your revenues and assets;(f)in the case of individual clients or the partners in a partnership client, a petition forbankruptcy is filed by or against you or in the event of your death or judicial declarationof incompetence;(g)

any attachment is levied against any of your assets, monies including without limitation
the account(s) you hold with us, or any product subject to a transaction relating to an
account;(h)

you have a secured party take possession of all or substantially all your assets and has a
distress, execution, attachment, sequestration or other legal process levied, enforced orsued on or against all or substantially all your assets; we consider it reasonably necessaryor desirable for our own protection or an event occurs which we reasonably believe might
have a material adverse effect on your ability to perform or comply with your material
obligations hereunder; there is a transfer of all or substantially all of the assets of thecontracting entity;(i)

we serve a default notice on you; you disaffirm or repudiate any transaction with us;(j)any event occurs which could reasonably become an Event of Default under 12.1(a) to12.1(i) above.

At any time following an Event of Default, we may terminate the Terms, with immediate effectand without notice, whereupon any amount due by you to a CLSA Entity shall become
immediately due and/or without prejudice to any of our other rights, we may exercise any ofour powers pursuant to Clauses 12 and 13.

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12.3

At any time following an Event of Default, we may close out all or any outstanding transactions
with you or entered into on your behalf.

12.4

Before we take any enforcement action in relation to an Event of Default, we may send you a
notice giving you an opportunity to remedy the default within a specified time if such Event of
Default is reasonably remediable without adverse impact on us (at least 30 days, or any shorter
timeframe permitted by law).

12.5

Upon the occurrence of an Event of Default pursuant to Clause 12.1 (e), 12.1 (f), 12.1 (g), 12.1(h) or 12.1 (i), you irrevocably appoint us to be your attorney in your name and on your behalf
to take any action to perfect our security interest and give effect to our rights and benefits
under the Terms of Business or any Transaction Document. Without prejudice and in addition to
any general lien, right of set-off or similar right to which any CLSA Entity may be entitled by law
or otherwise under the Terms of Business or any Transaction Document, and at any time
following an Event of Default, you hereby expressly grant to any CLSA Entity:(a)subject to applicable law, a general lien over all or any part of your interest in any funds(including, without limitation, any deposit or payment), Securities, commodities or otherproperty or financial products held by any CLSA Entity for any purpose or carried by any
CLSA Entity on your behalf (either individually or jointly with others) or which may be in
any CLSA Entity’s possession or control; and(b)

the right (without notice to you) to combine or consolidate all your accounts or assets
and those of Your Affiliates; to retain or make deductions from any amount that we or an
CLSA Entity may owe to you or are holding for you, convert any sums of money into suchcurrencies as we consider appropriate; to set off or transfer any Investments or otherproperty held for you, Your Affiliates or otherwise for your account against any amounts
owing by you; and to sell, realise or otherwise deal with all or any of the Investments orother property held for you, Your Affiliates or otherwise for your account, in or towards
satisfaction of your indebtedness, obligations or liabilities (actual or contingent) towards
us, our correspondent broker(s), the Exchange(s), Clearing House(s), or otherwise, inrespect of your Investments, and for the avoidance of doubt we shall be entitled toreasonably exercise such right on terms that we, in our sole and absolute discretion,
determine.

12.6

For the avoidance of doubt, if a negative balance arises on any of your accounts, no CLSA Entity
shall be, or shall be deemed to be, obliged to make available or continue to make available any
credit facilities. In particular, but without limitation, the fact that a CLSA Entity permits anegative balance to arise on an account so debited shall not imply any obligation on the part ofany CLSA Entity to advance monies or incur any obligation on your behalf on any subsequentoccasion, but without prejudice to your obligations in respect of any negative balance which any
CLSA Entity permits to arise.

12.7

Without limiting any rights we have under Clauses 12 or 13 or any Transaction Document,
following the occurrence of an Event of Default, where we have elected in our sole discretion toterminate or accelerate some or all outstanding transactions entered into between us and you,we may, acting reasonably, elect for any or all of the following to occur in respect of any
transactions so terminated or accelerated:(a)in respect of any transactions so terminated, we may determine and aggregate the CloseOut Amount of each terminated transaction, the aggregate Close-Out Amount shallbecome immediately due and payable by you to us (if applicable) following suchdetermination;

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12.8

13.

(b)

to the extent that any liabilities are outstanding, such liabilities shall become immediately
due and payable by you to us. Any liabilities or contingent debts shall be valued by us or
our agent, acting reasonably; and(c)on the basis of the sums established above pursuant to the Terms and any other sums
established pursuant to the terms of any relevant Transaction Document, an account may
be taken by CLSA or its agent of what is due from one party to the other under the Terms(including, but not limited to, the aggregate Close-Out Amount, the aggregate Default
Market Value and/or any liabilities) and any Transaction Document (provided that, if any
Close-Out Amount, Default Market Value or other amount cannot be reasonably
ascertained, we may in good faith estimate such Close-Out Amount, Default Market Valueor other amount for the purposes of effecting the calculation and set-off referred to in thisclause 12.7(c)), and, the sums due from you to us will be set off against the sums duefrom us to you and only the balance of account shall be due and payable (by the party
having the claim valued at the lower amount pursuant to the foregoing) and such amountshall be due and payable on the next following Business Day after the determination. Ifsuch balance of account is due and payable by you to us, then you authorise us toexercise the power in clause 6.4 to apply money that we hold on your behalf to meetsuch amount, except where any applicable rule of law or of equity cannot be excluded byconsent.

Where an event of Default occurs in respect of an Underlying Principal that is not one of Your
Affiliates, we will only exercise our rights against that Underlying Principal and not against you
provided that you have disclosed to us that you are acting as an agent on behalf of an
Underlying Principal and you have disclosed the identity of the principal that you are acting on
behalf of as an agent and such Underlying Principal has agreed to be bound by the Terms ofBusiness and/or Transaction Document (if applicable).
TERMINATION

13.1

Either we or you may terminate the provision of Services under the Terms (and/or any or all
Transaction Documents) on giving two (2) Business Days' written notice to the other party,
provided that we may terminate the provision of Services under the Terms at any time forthwith
without prior notice to you in order to comply with Regulatory Requirements or if an Event of
Default has occurred.

13.2

Termination of the provision of Services under this Clause will take place without prejudice tothe completion of transactions already initiated between us or by us on your behalf, nor will it
prejudice or affect any of our rights and powers towards you that are accrued before suchtermination. In particular, any warranties, representations, undertakings and indemnities given
by you under the Terms of Business and the provisions of Clauses 13, 14, 15 (and any otherprovisions which expressly or by implication survive termination) shall survive such termination.

13.3

On and from the Termination Date (whether termination occurs pursuant to Clauses 12 or 13)
we may elect to do any or all of the following:(a)

we may decline to accept further instructions from you and we may close all or any ofyour account(s) with us;(b)we may reverse all or any dealing or open position, close out, cancel, terminate all or any
outstanding transactions held with you or on your behalf and may treat any or all
outstanding dealings as cancelled or terminated;(c)

we will not be obliged to make any further payments or deliveries under any transactions

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which would otherwise have fallen due for performance and those obligations will besatisfied by settlement (whether by payment, set-off or otherwise) of the amountcalculated in accordance with Clauses 13.3(d) and (e);

14.
14.1

14.2

(d)

for each transaction set out in Clause 13.3(c), we will determine the total cost, loss orgain in the currency as specified by us (including any loss of bargain, cost of funding,stock borrowing, penalties or fines or other consequential costs) as a result of thetermination of each payment or delivery which would otherwise have been required to bemade under each particular transaction;(e)

we will apply any balances in your account(s) towards discharging your liabilities towards
us;

(f)

take any other action contemplated in the Terms on termination;(g)

for the period from the Termination Date until the date we remit any credit balance toyou in accordance with Clause 13.3(h), we shall be entitled to charge a monthly
administration fee in connection with the termination of the Services and closure of youraccount(s); and(h)within 30 days from the Termination Date, we shall send you a remittance of any credit
balances (less any administration or other fees and charges under the Terms of Business)
to your address by prepaid post.

LIABILITY AND INDEMNITY
Neither we, nor any CLSA Entity nor our or their respective directors, officers, employees oragents will be liable for:(a)any direct or indirect losses (including without limitation any loss of profit, revenue, dataor loss of opportunity), damages (whether consequential or special damages), costs or
expenses, liabilities, demands, charges and claims of any kind or nature incurred or
suffered by you under these Terms of Business whatsoever, whether arising in contract,
in tort or otherwise including any transaction or where we have declined to enter into a
proposed transaction, by reason of any delay or change in market conditions before atransaction is effected,; or(b)

any loss or damage suffered by you which arises from the partial or non-performance of
any of our obligations under these Terms of Business or from any delays, errors,interruptions or failures in any communication or correspondence (including, without
limitation, the delivery of confirmations or transmission of orders) by reason of any eventor cause beyond our control, including without limitation any failure of transmission,
telecommunications or computer facility, industrial action, acts and regulations of any
governmental bodies or Regulators, the failure of any third party to perform its
obligations (including a third party broker or dealer, an Exchange or Clearing House) or
any change market conditions or Regulatory Requirements;

unless arising from our or their respective breach, error, fraud, negligence or wilful misconduct
or mistake.
You (or your Underlying Principal, where applicable) shall, regardless of any other provision ofthese Terms of Business, fully indemnify and hold harmless us and each member of the CLSA
Group and our directors, officers, employees and agents and those of each member of the CLSA
Group, on demand, for all actions, proceedings, demands, liabilities, losses, damages, claims,
costs and/or expenses which may be suffered or reasonably incurred by us directly arising outof or in connection with any acquisition, disposal or closing out of Investments entered into by

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us as agent on your behalf, or otherwise whatever or however arising, out of any action by us
under these Terms of Business unless arising directly from our or their respective fraud,
negligence or wilful misconduct, error or mistake of CLSA or its agents. The benefit of the
exclusions of liability and the rights of indemnity conferred on CLSA under the Terms ofBusiness shall also apply severally to any Affiliates, any third party providing CLSA or any CLSA
Entity with all or part of the Services, or any director, officer, employee or agent of CLSA or anyof its Affiliates where such third party suffers or incurs any loss or damages arising or resulting
from such Services relating to your transactions under this Terms of Business.
14.3

Notwithstanding that you may act as agent on behalf of an Underlying Principal, you undertakeas principal to indemnify and hold us harmless, on demand, in respect of all liabilities, costs,
damages and losses incurred in relation to any transaction effected by you as agent on behalf of
any Underlying Principal.

14.4

Neither CLSA, any CLSA Entity or their agents shall be obliged to take or refrain from taking
any action which becomes beyond the reasonable power of CLSA, any CLSA Entity or theiragents to take or refrain from taking, including, without limitation, by reason of any change inRegulatory Requirements, or any official directive or policy whether in Australia or elsewhere,
failure of any Exchange or Clearing House or settlement system, war, terrorism, civil unrest,
any breakdown or failure of transmission or communication or computer facilities, postal orother strikes or similar industrial action in each case whether actual, threatened or anticipated.

15.

CONFIDENTIALITY AND INFORMATION

15.1

You acknowledge that where we provide any Services for you we might seek such information,
confirmation or documentary assurance ("Client Information") as we think fit which isreasonably necessary, which you must provide within a reasonable time. You understand that if
you do not provide any information reasonably requested by us or if you do not agree to us
using such information, we may not be able to provide Services to you. Client Information may
contain personal information (including personal data of your directors, officers and employees).
You agree that such Client Information (including without limitation any personal information)
can be used or disclosed by us as contemplated under the Terms of Business or as otherwise
stated in our Australia - Privacy Policy as posted on our website at www.clsa.com/terms-ofbusiness/, as amended and/or supplemented from time to time.

15.2

Without limiting Clause 15.1 and your obligation to provide us with Client Information, youfurther agree that, on reasonable request you will provide us with any documents or information
required to ensure that we or you are in compliance with Regulatory Requirements or the Termsof Business, as the context requires. Any information held by us relating to you (including
without limitation any Client Information,
personal data of your directors, officers andemployees, information in relation to your account(s), orders and transactions will be kept
confidential, but, subject to applicable Regulatory Requirements, you provide your consent for
us or any CLSA Entity to disclose such information (which may include personal information),for the purposes stated in our data privacy policy for Australia as posted on our website atwww.clsa.com/terms-of-business/, as amended and/or supplemented from time to time, to:(a)any CLSA Entity, including, without limitation, any of our other branches or any of ourrepresentatives in any jurisdiction;(b)

any agent, contractor, external adviser or third party service provider who provides
administrative, telecommunications, computer or other services to us in connection withthe operation of our business;(c)any person who owes a duty of confidentiality to you or who has undertaken to keep suchinformation confidential;

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(d)

any counterparties, financial institutions and credit providers with which you have or
propose to have dealings (including without limitation those which we are to enter intotransactions on your behalf who might reasonably request information about you);(e)

any actual or proposed assignee of, or participants or sub-participants or transferees of,our rights in respect of you;(f)

payment system operators;(g)any Regulators as and when requested or required to do so;(h)any third parties under compulsion of law or where the information is already in the
public domain (except as a result of a breach of our obligations under these Terms ofBusiness) or where requested or permitted by you;(i)where we believe it is necessary or desirable in connection with the performance or
exercise by us of our duties and/or rights under the Terms or any other agreement wehave with you;(j)

any trade data collection agency or repository; and(k)any other person to whom you have provided consent to disclose.

15.3

Without limiting the above, you hereby expressly agree that we may, if requested by any
Regulator, provide details of: (i) you (including details of your account(s)); (ii) the Underlying
Principal for whom you act as agent; (iii) the person with the ultimate beneficial interest in thetransaction (which may include the Connected Persons or clients of such Underlying Principals);(iv) any managed investment scheme, discretionary account or discretionary trust that you
effect transactions for; and/or (v) the person who instructed you to effect the transaction, as
the case may be, to such Regulator.

15.4

You (and, if applicable, your Underlying Principal) shall treat all information and communication
furnished by CLSA or any CLSA Entity in connection with your account(s) and/or the Services asconfidential and not to be disclosed to third parties without the prior written consent of CLSA,
except as required by Regulatory Requirements (provided that you shall, if not prohibited fromdoing so, by Regulatory Requirements, first notify CLSA of the disclosure request, and take such
steps as CLSA may reasonably request to resist the requirement to disclose), or to the extent
you are making a disclosure to your professional advisers (provided always that they are boundby appropriate undertakings of confidentiality).

15.5

Individuals have a right to access any personal information that we hold about them. There may
be circumstances where an individual will not be able to access their personal information, in
which case we will inform such individual of the reason why such personal information cannot
be accessed. Please contact us to find out what kind of personal information we may hold or torequest access to any personal information.

MISCELLANEOUS
15.6

The Terms of Business shall apply to any Services that we provide to you. In the event of any
conflict between the Terms of Business (including any relevant Schedule, supplements or annex)
and any provision contained in any Transaction Document, the Transaction Document will
prevail to the extent of the conflict and as permitted by Regulatory Requirements. Where there
are inconsistencies between these terms and the Schedules, the Schedules will prevail to theextent of any inconsistency. The Terms of Business and any Transaction Documents are subject

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to Regulatory Requirements, and in the event of any conflict between the Terms of Business(including any Schedule) and Regulatory Requirements, the Regulatory Requirements will
prevail to the extent of the conflict.
15.7

You agree and acknowledge that if any account(s) is/are to be opened in joint names, the terms
and conditions of the Terms of Business will bind each account holder and all undertakings,
agreements, obligations and liabilities of an account holder under the Terms of Business shall bejoint and several undertakings, agreements, obligations and liabilities respectively of eachaccount holder and we may from time to time exercise or enforce all or any of our powers,
rights or remedies under the Terms of Business against all or any account holders at our soleand absolute discretion.

15.8

We will solely determine the foreign exchange conversion rate by reference to the prevailingmarket rates between such other currency and the contractual currency in respect of any
settlement, payment, combination, set-off, application, transfer or other action. Any loss
incurred by us as a result of fluctuations in currency exchange rates shall be entirely for youraccount and at your sole risk. You shall pay to us such additional amount as necessary toensure that we receive the full amount that we would have been entitled to if no such
conversion had been effected.

15.9

When we deal with or for you, you and your Underlying Principals (where applicable)
acknowledge that we or any CLSA Entity provide diversified financial services to a broad rangeof clients and counterparties and circumstances may arise in which CLSA or any CLSA Entity
may at times have an interest, relationship or arrangement that could be material and/or could
give rise to a conflict of interest in relation to a transaction with or for you, or that a conflict ofinterest may arise between your interests and those of other clients or counterparties of CLSA
or any CLSA Entity. In such event, subject to Regulatory Requirements, you consent that in theabsence of actual evidence of conflict and disadvantage to you, we may act in any manner that
we consider appropriate and that we are under no obligation to disclose that we or any CLSA
Entity have a material interest in a particular transaction with or for you and/or that a conflict ofinterest or duty may exist. The relationship between us is as described in the Terms of Businessor the Transaction Document. Neither the relationship or the Services we provide or any othermatter will give rise to any fiduciary or equitable duties on our part or on the part of a CLSA
Entity which could prevent or hinder us or them from acting in a dual capacity (either as
principal or as agent), dealing with other Affiliates or generally affecting transactions or acting
as referred to in the Terms of Business or Transaction Documents. We may in our sole andabsolute discretion and, without prior disclosure to you, arrange for any transaction in
Investments to be effected in whole or in part by the sale to, or purchase from, you of
Investments by us or any CLSA Entity, at about the same time as, or in concert or in
conjunction with, the purchase from or sale to other clients of some or all of such Investments.
If we do, we may charge, or otherwise take remuneration from, you and such other clients andretain any profits, charges, benefits or other remuneration for ourselves and will not be boundto account to you for that remuneration or any part of it.

15.10

Subject to applicable Regulatory Requirements, we or any Connected Person may issue
research reports and recommendations notwithstanding that we may be acquiring, disposing ofor otherwise dealing with or holding Investments which are the subject of the research reportsor recommendations.

15.11

You acknowledge that we may receive commissions from issuers of Investments, third party
information providers, providers of banking services and providers of clearing and settlement
services from time to time and, subject to any Regulatory Requirements, that we may retain
such commissions for our own benefit without any further consent from you.

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15.12

We and our directors and employees and the Affiliates of CLSA and their directors andemployees may trade on our/their own account.

15.13

All legal notices and other communications ("Communications") issued under the Terms or aTransaction Document (but for the avoidance of doubt, not including trading instructions,confirmations or orders) from you to us must be sent to us at the address provided by us to you
and must be addressed for the attention of the “Compliance Officer” or as otherwise stated in
the Transaction Document, unless we notify you otherwise in writing. Any notice of terminationfrom you to us shall take effect only on actual receipt. We will send Communications to you at
the address that you have provided to us, at your registered office or at your principal place ofbusiness. In the case of any account(s) held jointly, Communications may be sent to any or allof the joint holders. Communications will be treated as having been given at the time of
dispatch and received within two (2) Business Days thereafter. You agree that where we
determine appropriate, any statements, confirmations or notices required to be sent you may
be transmitted or provided electronically by us.

15.14

In the absence of manifest error, all contracts, confirmations and statements shall be conclusive
and binding on you unless, immediately following receipt, you give us notice in writing of any
objection.

15.15

We may monitor, record and review telephone conversations and electronic communications(including emails and instant messages) between CLSA or any CLSA Entity (or its agent or otherrelevant personnel and Affiliates) and you (or your agent, or other relevant personnel andaffiliates) with or without prior warning. You (and your Underlying Principal where applicable)
consent (and agree to procure your agents, other relevant personnel and /or affiliates’ consent)
to such monitoring, recording and review, and to the holding and processing of such recording,as well as to the admissibility into evidence of such recordings in any legal or regulatory
proceedings between you and us. However, neither of us shall have any obligation to retain orpreserve any recordings so made except to the extent required by applicable Regulatory
Requirements.

15.16

In connection with providing the Services, we may come into possession of confidential andmaterial, non-public information. We maintain and enforce policies and procedures that prohibit
the communication of such information to persons who do not have a legitimate need to knowsuch information. You (and your Underlying Principal, where applicable) understand and agree
that these policies and procedures are necessary and appropriate and recognise that we may
have knowledge of certain confidential or material, non-public information which, if disclosed,
might affect your decision to buy, sell or hold an Investment, but that we will be prohibitedfrom communicating such information to you or using it for your benefit.

15.17

You authorise us and any CLSA Entity to conduct credit enquiries or checks on you.

15.18

You will not assign, charge or otherwise transfer or purport to assign, charge or otherwisetransfer your rights or obligations under these Terms of Business without our prior writtenconsent. We may at any time transfer any right or obligation under these Terms of Business to
any CLSA Entity or designated party without your consent, where such transfer of rights or
obligations is required: (i) in order to comply with any Regulatory Requirements or any
applicable laws or regulations (ii) due to organizational restructuring, and (iii) change in control
due to merger, consolidation, sale or acquisition. We will endeavour to give you reasonable priornotice about such transfer of rights or obligations.
Such CLSA Entity or designated party shall acquire the transferred rights and liabilities as it
would have acquired and assumed them had it been an original party to the Terms of Business.

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15.19If, at any time, any provision of these Terms of Business is or becomes illegal, invalid or
unenforceable in any respect under any Regulatory Requirement, neither the legality, validity or
enforceability of the remaining provisions of these Terms of Business nor the legality, validity or
enforceability of such provision under the Regulatory Requirements of any other jurisdiction willin any way be affected or impaired.

15.20

Time will be of the essence in respect of all of your obligations under the Terms of Business(including any transaction).

15.21

The rights and remedies provided in the Terms of Business are cumulative and not exclusive of
those provided by applicable Regulatory Requirements. We will be under no obligation to
exercise any right or remedy either at all or in a manner or at a time beneficial to you. No
failure by us to exercise or delay by us in exercising any of our rights under the Terms ofBusiness or otherwise will operate as a waiver of those or any other rights or remedies. No
single or partial exercise of a right or remedy will prevent further exercise of that right orremedy or the exercise of another right or remedy.

15.22

You will provide details of your local process agent (the “Process Agent”) in the AccountApplication Form and you authorise your Process Agent to receive on your behalf all
Communications relating to legal proceedings involving you. In the absence of any suchappointment by you, you request and authorise your local CLSA Entity to act as your Process
Agent and any service of legal process on that CLSA Entity shall constitute sufficient service on
you.

15.23

All rights, obligations and liabilities between you and us under the Terms of Business shall begoverned by the governing law of New South Wales, Australia, save as otherwise agreed orstated, or where the transaction is subject to a Transaction Document, Schedule or local termsof business, in which case the governing law would be as set out in the relevant Transaction
Document, Schedule or local terms. Subject to anything to the contrary in a Transaction
Document, Schedule or local terms, or as otherwise agreed or stated, you hereby submit to thenon-exclusive jurisdiction of the courts of New South Wales, Australia, or the governing
jurisdiction stated in the Transaction Document, Schedule(s) or local terms of business, asapplicable.

15.24

You waive all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction,
attachment (both before and after judgement), execution or otherwise to which you or yourproperty might otherwise be entitled in any action or proceeding in the courts of Australia or of
any other country or jurisdiction relating in any way to the Terms of Business or a Transaction
Document and agree that you will not raise, claim or cause to be pleaded any such immunity ator in respect of any such action or proceeding. You consent to the giving of any relief by way of
injunction or order for specific performance or for the recovery of land and other property, andconsent to the issue of any process against your property for the enforcement of a judgement
or, in an action in rem, for the arrest, detention or sale of any of your property.

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DEFINITIONS AND INTERPRETATIONIn these Terms of Business and the Schedules(unless otherwise expressed), the following
capitalised terms have the following meanings:

350159, the contracting CLSA Entity specified ina Confirmation Letter which will provide theServices to you or the CLSA Entity whichcurrently provides the Services to you, which isyour contracting party for the purposes of theTerms of Business, as the context requires.

“Account Application Form” means theapplication form for the Services requested to beprovided by a member of the CLSA Group signedby you and which incorporates these Terms ofBusiness.

“CLSA Entity” means any member of the CLSA
Group.

“Affiliates of CLSA” means legal entities at any
time directly or indirectly controlling, controlled
by or under common control with CLSA, and“Affiliate of CLSA” means any one of them.

“CLSA Group” means CLSA together with all
Affiliates of CLSA.
“Communication” has the meaning given in
Clause 15.13.

"ASIC" means the Australian Securities andInvestments Commission.

“Confirmation Letter” means a letter ofconfirmation which contains CLSA's acceptanceof your application to be provided with theServices indicated in your Account Application
Form.

“Business Day” means a day (other than a
Saturday or Sunday) in which banks in Sydney(and/or the relevant Market to which the Terms,
Schedule or Transaction Document relates, as
the context requires) are open for business.

“Connected Person” means the directors andcontrollers (including any ultimate beneficial
owner that controls 10% or more of theshareholding) of an entity.

“Clearing House” means the relevant clearing
house, corporation or system of the Market uponwhich relevant Investments are traded (ifapplicable).

"Corporations Act" means the Corporations Act
2001 (Cth) as amended and supplemented fromtime to time.

"Client Information" has the meaning given inclause 15.1.

“CRS” means the common reporting standards.
"Close-Out Amount" means, unless otherwise
agreed with CLSA in writing, in relation to eachterminated transaction, the amount of loss that
CLSA incurs (or will incur) under the subsisting
circumstances or gains that CLSA realises (orwillrealise)
under
the
then
subsisting
circumstances in replacing, or in providing for
CLSA the economic equivalent of (a) the
material terms of the terminated transaction,
including the payments and deliveries by theparties in respect of that terminated transactionthat would, but for the occurrence of therelevant Termination Date, have been required
after that date; and (b) the option rights of theparties in respect of that terminated transaction.

"Default Market Value" means the amountspecified in the relevant default notice to be
determined by CLSA or its agent on the basis ofeither the official market closing price of therelevant product as determined by CLSA (acting
in good faith), taking into account all reasonable
costs and charges associated with the purchaseor sale of the product, or such other amount tobe determined based on factors that CLSA
relevant to determine a fair market price (acting
in good faith).
“Exchange” means the relevant securities,
commodities, derivatives or any exchanges on
which the relevant Investments are traded.

“CLSA” means any of CLSA Australia Pty Ltd,
Australian Financial Services Licence holder

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“FATCA” means
Compliance Act.

theForeign

Accounts

Tax

otherwise), Exchange, Clearing House oradministrative, legal, judicial, regulatory or
governmental authority having jurisdiction in
any Market or over any CLSA Entity or
Investment, including without limitation ASIC, or
any tax orrevenue authority.

“FATCA Regulations” means (i) any rules andregulations, guidance, guidelines etc. relating to
CRS,
FATCA
or
any
intergovernmental
agreement between the governments or
regulatory
authorities
of
two
or
more
jurisdictions and (ii) any agreements between
the CLSA Group and any government or taxation
authority in any jurisdiction, including without
limitation any applicable intergovernmental
agreement entered into pursuant to FATCA or
CRS.

“Regulatory Requirements” means all theconstitutions,laws,
directions,customs,
ordinances, guidelines, rules, regulations, bylaws,
customs
andpractices,rulings,
interpretations, standards, prescribed terms,
levies and administrative requests of therelevant Market(s) or Regulators, including
without limitation any governmental authorities,
self-regulating organisations, Exchange(s) and
Clearing House(s) whatsoever and shall include
without limitation any FATCA Regulations.

"GST" has the meaning given by the A New Tax
System (Goods and Services Tax) Act 1999
(Cth), or, if that Act does not exist, any Act
imposing or relating to the imposition oradministration of a goods and services tax inAustralia and any regulation made under that
Act.

"Schedules" means any schedules, annexes,
notices, disclosures, addendums, service terms,
supplemental
agreements
and/orother
documents expressed to be incorporated tothese Terms of Business or to any local terms ofbusiness (where applicable) and include without
limitation any annexures to those schedules as
well
as
the
MarketTerms.

"GST Law" has the same meaning as it has in
the A New Tax System (Goods and Services Tax)
Act 1999 (Cth).
"Investments” means Securities, Exchange or
non-Exchange traded commodities, derivatives
and any other financial product that we may
agree to make available to you in relation to theServices.

“Securities” means shares, stocks, warrants,
options, bonds, convertible bonds and notes ofany description whatsoever and wheresoeverissued, quoted, dealt in or located and any other
instruments or otherwise commonly known as
securities.

“Markets” means the financial markets in thejurisdictions in which you receive Services, or
which you currently trade with us, with any
additional jurisdictions which may be agreed inwriting between you and us from time to timeand “Market” means any one of them.

“Securities Dealing Services” means services
provided by CLSA in connection with purchasing,investing in, selling, exchanging or otherwise
disposing of and generally dealing in and withany and all kinds of Securities.

“Market Terms” means the terms applicable to
the Services to be provided or currently
provided, as the case may be, in a particularMarket or through a specified CLSA Entity.

“Services” means the services which CLSA or
any CLSA Entity may provide to you, including
without
limitation,
trading,dealing
anddistribution services in all kind of financial
products, general corporate advisory services ,the arrangement of deals and the execution andsettlement of transactions in respect of various
kinds of financial products (including without
limitation, derivatives) together with related
valuation and custody facilities (if applicable),"PPS Act" has the meaning given in Clause 8.1.
“Regulators” means any competent authority(including without limitation any regulatory or
enforcement organisation (self-regulating orAustralia TOB November 2023
23the specific provisions of which are set out in theTerms of Business or Transaction Document and“Service”
means
any
one
service.
“Tax Amount” has the meaning ascribed to it
under Clause 7.1.
"Taxes" has the meaning given in Clause 7.1.
“Termination Date” means the date on which
the Services are terminated or if applicable anyother such date specified by CLSA in a default
noticeorotherwise.
“Terms of Business” or “Terms” means theseterms of business, any local terms of business(where applicable), together with any applicable
Schedules,
disclaimers,
legends,
account
opening
forms
and/orapplication.
"Transaction Document" has the meaning
given to that term in clause 1.2 of these Termsof Business and unless otherwise indicated,
includes any Market Terms.
“Wholesale Client” has the meaning given tothat term in the Corporations Act 2001.
“Your Affiliates” means, in the case of
corporate clients, your largest shareholder(direct or indirect) at the relevant time and any
bodies corporate in which that shareholder holds
in excess of 10% of the issued share capital(directly or indirectly), as well as any related
body corporate, as that term is defined in the
Corporations Act.
References in these Terms of Business to “we”,“us” or “our” means, unless the context
otherwise requires, CLSA and (where thecontext) requires will also include any CLSA
Entity, or persons connected with the CLSA
Group.
A reference to any legislation or rules, or to any
provision of any legislation or rules, includes any
modification or re-enactment of it, any
legislative provisions or rules substituted for it
and all regulations and statutory instruments
issued under it.

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