CLSA SECURITIES DEALING SERVICES:JAPAN MARKET ANNEX
1.

Definitions and Interpretation

1.1

In this Securities Dealing Services: Japan Market Annex, including theSchedule, capitalised terms have the meaning given to them in the “CLSA
Asia-Pacific Terms of Business” (the “Terms of Business”) and theSecurities Dealing Services Annex.

1.2This Securities Dealing Services: Japan Market Annex is referred to herein
as “this Annex”.

1.3

References in this Annex to “we”, “us” and “our” mean, unless the context
otherwise requires, CLSA and where the context requires will also include
any company in the CLSA Group, or persons connected with the CLSA
Group.

2.

Effect of Terms of Business; Amendment

2.1

This Annex shall apply to you if (a) you requested in your Application Formthat we provide you with Securities Dealing Services and requested thatsuch Securities Dealing Services be provided in respect of the Japan Market;or (b) we currently provide you with Securities Dealing Services in respectof the Japan Market.

2.2

The terms and conditions set out in this Annex shall apply to all Securities
Dealing Services in the Japan Market, provided by us to you in addition to,and supplemental to, the terms and conditions set out in the Terms ofBusiness and in the Securities Dealing Services Annex. Accordingly, theterms and conditions in this Annex are legally binding and take effect when
you signify your acceptance by placing an order for Securities in the Japan
Market with us, following your receipt of our Terms of Business, theSecurities Dealing Services Annex and this Annex.

3.

Market Requirements

3.1

You acknowledge that when you obtain insider information, you areprohibited from trading stock of a relevant listed company until the insider
information is published, in accordance with the Financial Instruments andExchange Act (the “FIEA”). You also acknowledge that you are prohibitedfrom engaging in market manipulation, fraud transactions, or other unfair
transactions under the FIEA. You agree that when we deem that you haveengaged in such transactions at our own discretion, we may limit or reject
your orders.

3.2

Without limiting your obligations under the Terms of Business and theSecurities Dealing Services Annex, you will comply at all times with theMarket Requirements and the applicable rules and regulations of the Tokyo
Stock Exchange, the Osaka Securities Exchange and every other securities
market in which we conduct transactions for you.

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3.3

You agree that you shall seek advice on and be aware of the laws andMarket Requirements in your own country and in each jurisdiction in which
you may from time to time require us to provide services to you hereunder(including as to the prohibited securities transactions and insider dealing),
and we shall not be liable for any loss or liability imposed on you as a resultof non-compliance with such laws, Market Requirements and applicable legal
process.

4.

Short Selling

4.1

Without limitation to your obligations under the Terms of Business and theSecurities Dealing Services Annex, for every transaction in Securities in theJapan Market, you will inform us if that trade is a short selling order prior toor at time of the order.

4.2

For every short selling order conducted through us, you confirm that you will
make proper arrangements, such as stock borrowing, to cover the trade
settlement, and if applicable, that you have confirmation from your lender forthe delivery of the trade, and you inform us of the source of the Securities
under such cover arrangements (such as the lender’s name) in each case,prior to or at time of the order. Specifically, but not exclusively, when you
place a short sell order through FIX Protocol and check “No” in tag 114, suchaction on your part represents you confirm that i) you have a presently
exercisable and unconditional right to vest the Securities to which the orderrelates in the purchaser of such Securities; and ii) where the Securities towhich the order relates have been borrowed to cover the sale, you haveobtained confirmation from the lender(s) of such Securities that suchlender(s) has / have such Securities available to lend to you.

4.3

Should we request, prior to accepting the order you will provide, in written
form by Bloomberg or means as otherwise agreed, relevant information andassurances in relation to the short selling order which confirms to us that you
have the proper arrangements in place.

4.4

Even if your sell order is not a short sell order, you will inform us of how andwhere you will have the Securities sold, prior to or at time of the order.

4.5

If your short-selling position amounts to 0.20 per cent or more of theoutstanding Securities of the relevant issuer, you will report your shortselling position to us when it reaches, exceeds, changes above, or falls below
such threshold.

4.6

Without limiting your obligations to at all times comply with the Market
Requirements, you shall at all times comply with the provisions of the FIEA,
Order for Enforcement of the FIEA and Cabinet Office Ordinance on
Restrictions on Securities Transactions, etc. in relation to short selling,including, but not limited to, the following regulations:
4.6.1

Short sell orders for stock shall not be placed without a proper coverarrangement to ensure the delivery of the Securities to be sold(Prohibition against Naked Short Selling); and4.6.2

Short sell orders are not allowed to be executed at or lower than thelatest execution price of the relevant issue on the relevant exchange,provided however that, if the latest execution price is higher than theJapan Market Annex Version Dec 2023

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immediately preceding latest execution price (i.e., upwardmovement), short sell orders may be placed at the latest execution
price (Up-Tick Rule).
4.6.3

In connection with the public offering, if you conduct a short sellingwithin a certain specified period, you are prohibited from making asettlement for the borrowed stock for such short selling (including stock
purchased under repurchase transactions) using the stock that you
acquire through the public offering.

4.7

This Clause 4 shall apply to any orders placed by oral or electronic means(including, without limitation, through Direct Market Access Services), or inwriting by fax or other means of transmission.

5.

Securities Positions and Reporting Limits
The FIEA requires a person holding or controlling a reportable position tonotify the relevant authorities through the EDINET (the Electronic Disclosure
for Investors' NETwork). You may need to take legal advice regarding yourobligations thereunder. You acknowledge that it is your responsibility toobserve such position limits, to monitor your holdings and to make reports
where applicable.

6.

Risk Disclosure Statement
You have confirmed (whether in the Application Form or otherwise) that you
acknowledge and confirm that the terms and conditions applicable to theServices and the risk disclosure statements in the “Risk Disclosure Statement
Schedule” to this Annex are and have been fully explained to you in alanguage that you understand and that you have read and understood them.

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Risk Disclosure Statement ScheduleThis Risk Disclosure Statement Schedule does not disclose all of the risks and othersignificant aspects of trading in securities. In light of the risks, you should undertakesuch transactions only if you understand the nature of the contracts (and contractualrelationships) into which you are entering and the extent of your exposure to risk.
You should carefully consider whether trading is appropriate for you in light of yourexperience, objectives, financial resources and other relevant circumstances. Please
read this Schedule carefully, and ask questions and take independent advice as you
consider appropriate.
General Investment Statement
Potential lossesYou may sustain substantial losses on the transactions if market conditions moveagainst your positions. It is in your interest to understand fully the impact ofmarket movements, in particular the extent of profit or loss you would beexposed to when there is an upward or downward movement in the relevant
rates. Your position on various transactions may be liquidated at a loss and you
will then be liable for any resulting deficit in your account with your broker.
Under certain circumstances, it may be difficult to liquidate an existing position,assess the value, determine a fair price or assess your exposure to risk.

Liquidation of positions


Under certain market conditions you may find it difficult or impossible toliquidate a position. This may arise from the rules in certain markets (forexample, the rules of a particular exchange may provide for “circuit breakers”
where trading is suspended or restricted at times of rapid price movements).

Placing contingent orders, such as "stop-loss" or "stop-limit" orders, will notnecessarily limit your losses to the intended amounts, as it may be difficult orimpossible to execute such orders without incurring substantial losses undercertain market conditions. Strategies using combinations of positions, such as"spread" or "straddle" positions may be as risky as taking simple "long" or"short" positions.

Securities borrowingWhen you borrow securities, you should be aware that failure to return theborrowed securities to your broker on your broker’s demand could lead to yourbroker effecting a buy in without further consultation with you, and you may
then be liable for the total costs and expenses incurred by your broker arisingfrom such buy in.

Pricing relationships
The normal pricing relationships between a derivative and its underlying assets
may not exist in certain circumstances. The absence of an underlying reference
price may make it difficult to assess the "fair" value of a derivative position.
Under certain circumstances, the specifications of outstanding contracts(including the exercise price of an option or a warrant) may be modified by anexchange or clearing house to reflect changes in the underlying asset.

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Tax risksBefore entering into any transaction you should understand the tax implicationsof doing so, e.g. income tax. Different transactions may have different tax
implications. The tax implications are dependent upon the nature of yourbusiness activities and the transactions in question. You should therefore consult
your tax adviser to understand the relevant tax considerations.

Currency risksThe profit and loss in transactions in foreign currency-denominated contracts(whether they are traded in your own or another jurisdiction) will be affected byfluctuations in currency rates and the difference between the buying price andthe selling price of a currency where there is a need to convert from the currency
denomination of the contract to another currency.

Counterparty risks
All transactions that are executed upon your instructions with counterparties
and brokers are dependent on their due performance of their obligations. Theinsolvency or default of such counterparties and brokers may lead to positions
being liquidated or closed out without your consent.

Commission and other charges
Your net returns from a transaction would also be affected by the transaction
costs (i.e. commission, fees and other charges) charged by your broker, theclearing house and the securities exchange. These costs must be considered inany risk assessment made by you.

Custodial Services


You acknowledge that there may be risks in leaving securities and assets in yourbroker’s safekeeping. Such risks could involve the loss of all your securities andassets, leading to diminished investor protection. You should be prepared toassume these risks if you decide to leave your securities and assets in yourbroker’s safekeeping. You should also understand that in relation to securities
and assets held in other jurisdictions, your broker may appoint foreign
custodians to safekeep your foreign securities and assets. In this respect, there
may be additional risks in relation to such foreign custodians arising from theoperation of foreign law, rules and regulations. You should therefore be prepared
to assume these further risks before you engage your broker to provide suchforeign custodial services. You should also be aware that you may incur
additional costs for utilising custodial services. While every attempt will be madeto segregate your securities and your broker’s securities held with custodians,
there may be instances when some custodians may not recognise suchsegregation. Consequently, your ability to withdraw these securities may beaffected if your broker defaults.

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Transactions in foreign jurisdictions
Transactions on markets in other jurisdictions, including markets formally linked
to a domestic market, may involve additional risk. In particular, securities thatare foreign listed securities and are held overseas are subject to the applicablelaws and regulations of the relevant overseas jurisdiction. Before you trade you
should enquire about any rules relevant to your particular transactions. You
should understand the types of redress available in both your home jurisdiction
and other relevant jurisdictions before you start to trade. There may be
restrictions for foreigners, repatriation of capital investments and profits andthere may be withholding or additional forms of taxes.

Off-exchange transactions
In some jurisdictions and only in restricted circumstances, firms are permitted toeffect off-exchange transactions. In addition to the issues concerning theliquidation of positions and pricing relationships generally set out above, offexchange transactions may be less regulated or subject to a separate
regulatory regime. Because prices and characteristics of over-the-counter
financial instruments are often individually negotiated, there may be nocentral source for obtaining prices and there can be inefficiencies in thepricing of such instruments. Off-exchange transactions may also involve
greater risk than dealing in exchange traded products because there is no
exchange market through which to liquidate your position, to assess the value ofthe product or the exposure to risk. Bid and offer prices need not be quoted, andeven where they are, they will be established by dealers in these products andconsequently, it may be difficult to establish what a fair price is. Before you
undertake such transactions, you should familiarise yourself with applicable
rules and attendant risks.

Securities Risk Disclosure Statement
You acknowledge that the price of Securities can and does fluctuate, sometimes
dramatically, and that the price of any individual security may experience
downward movements, and may become valueless. You appreciate therefore
that it is as likely that losses will be incurred rather than profit made as a resultof buying and selling securities. This is a risk that you are prepared to accept.

You acknowledge that there are risks in leaving Securities in our custody or inauthorising us to deposit securities as collateral for loans or advances made by
us or authorising us to borrow or loan Securities and you confirm that you areprepared to accept such risk notwithstanding that in these circumstances you
face the risk of loss of such Securities.

You confirm that you understand the short selling requirements in Japan and,in particular, that uncovered short selling on Exchanges in Japan is unlawful.

Electronic Communication and Trading System Risk Disclosure Statement
You understand that the electronic communication systems (including theinternet) may not be a reliable medium of communication due toJapan Market Annex Version Dec 2023

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unpredictable traffic congestion or other reasons and that such unreliability isbeyond our control. This may give rise to situations, including delays, intransmission and receipt of your instructions or other information, delays inexecution or execution of your instructions at prices different from thoseprevailing at the time your instructions were given, misunderstanding and errors
in any communication between you and us and so on. Whilst we will take every
possible step to safeguard our systems, client information, accounts and assets
held for the benefit of our clients, you accept the risk of conducting transactions
via electronic communication systems.
Electronic trading facilities (including, without limitation, the Direct Market
Access Services) are supported by computer-based component systems for theorder-routing, execution, matching, registration or clearing of trades. As withall facilities and systems, they are vulnerable to temporary disruption or failure.
You understand that your ability to recover certain losses may be subject tolimits on liability imposed by the system provider, the market, the clearing house
and/or member or participant firms. Such limits may vary: you understand thatyou should ask us for details in this respect.

Trading on an electronic trading system (including, without limitation, throughthe Direct Market Access Services) may differ from trading on other electronic
trading systems. If you undertake transactions on an electronic trading system,
you understand that you will be exposed to risks associated with the system
including the failure of hardware and software. You understand that the resultof any system failure may be that your order is either not executed according to
your instructions or is not executed at all.

Providing an Authority to Hold Mail or to Direct Mail to Third Parties Risk
Disclosure Statement


If you provide us with an authority to hold mail or to direct mail to third parties,
you understand that it is important for you to promptly collect in person allcontract notes and statements of your account and review them in detail toensure that any anomalies or mistakes can be detected in a timely fashion.
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