CLSA AUSTRALIA MARKET TERMS SCHEDULE

1.

would lead to a suspension of quotation ofyour securities or your removal from theofficial list of ASX;

Contracting Entity

Unless we have informed you otherwise, you willcontract with CLSA Australia Pty. Ltd. (ABN 53
139 992 331, Australian Financial Services Licence
No. 350159) (“CLSA”) for all Market Transactions
conducted in Australia. CLSA is a Market Participantof ASX Limited (“ASX”) and Cboe Australia Pty Ltd(“Cboe Australia”, formerly Chi X Australia).
2.

that you are not an Employee of a Market
Participant, a company controlled by such an
Employee or a Controlled Trust to which
ASIC Market Integrity Rule 5.4 would apply;
and

(f)

if you are approved by CLSA to trade Options
Market Products, you have either enteredinto a current Wholesale Client Agreementwith ASX Clear in accordance with the Market
Operating Rules, or have entered into aclearing
agreement
withaclearing
participant(whichmaybeCitigroup
Securities
Clearing
Australia
Limited(“CSCA”) or a third party) in a form which
complies with the Clearing Rules.

3.2

You acknowledge and agree that all dealingsin financial products (including Market
Transactions) under the Services and theissuance of confirmations are subject to:(a)the Corporations Act 2001;(b)

the directions, decisions and requirements of
the operator of the relevant Market, the ASIC
Market Integrity Rules, the relevant Market
Operating Rules, and where relevant, theClearing Rules and the Settlement Rules;(c)the customs and usages of the relevantMarket; and(d)the correction of errors and omissions.

3.3

You acknowledge that:(a)

As a Wholesale Client, you may elect not toreceive the Principal crossing, and, crossing
venue notifications required under ASIC
Market Integrity Rule 3.4.3(1)(b), by
submitting the attached Opt Out Form, andunderstand that by electing to Opt Out ofthese notifications, they will not be provided
to you; and(b)

If you have elected to Opt Out of the crossing

Incorporation of Terms

Notwithstanding anything else in these Market
Terms, where you are a client that is domiciled inAustralia, these Market Terms form part of the Termsof Business that you have entered into with CLSA (asSchedule 1). Where you are a client that is domiciled
outside of Australia, these Market Terms areincorporated into the terms of business provided toyouaspostedon
ourwebsiteatwww.clsa.com/terms-of-business/(asamendedand/or supplemented from time to time) and as
agreed between you and the relevant CLSA Entity.
These Market Terms are legally binding and theytake effect when you signify your acceptance byplacing an order with us.
3.

Additional
Representations
Warranties and Acknowledgements

3.1

You make the following representations andwarranties to us, and those representations
and warranties are repeated each time you
use a Service:

(a)

(e)

and

you and (if applicable) any Underlying
Principal are a Wholesale Client in relation to
all Services that we may provide to you
under these Market Terms, and to the extent
that you wish to receive Services that areprovided by a CLSA Entity that is locatedoutside of Australia in relation to derivatives
or foreign exchange contracts, you and (ifapplicable) any Underlying Principal are"professional investors" (as defined in the
Corporations Act);if the Service relates to an offer of Securities,
that you are a sophisticated or professional
investor for the purpose of section 708 of the
Corporations Act;

notifications, at any time, you may provide(c)

if you are a holder of an AFSL, that you are
not aware of any circumstances or events
that would lead the cancellation, suspension
or termination of your AFSL;

for you.

(d)

if you are listed on ASX, that you are notaware of any circumstances or events that(b)Australia Market Terms November 2023

CLSA further written instructions to Opt In
again at your discretion. We will then makearrangements to re-enable the notifications

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4.

Clearing Arrangements

the ASIC Market Integrity Rules on the
Authorised Person. You have in place
procedures to ensure that each of your
Authorised Persons having access to DMA
Services has (i) demonstrated to you
knowledge of your order entry system andthe dealing rules, directions, decisions andrequirements of the Market operators thatare relevant to your DMA Service access and(ii)
requisite
levelofmarket-related
knowledge and are subject to your ongoingoversight and supervision; andWe have entered into an arrangement with CSCA forthe clearing and settlement of Market Transactions
that we execute.
4.1

Under the ASIC Market Integrity Rules, anagreement is deemed to have been enteredinto between you and CSCA (with us having
the authority from CSCA to enter into thatagreement accordingly) upon the terms set
out in the Disclosure Statement. Such
deemed agreement comes into existence
immediately upon the receipt by us of anorder from you to enter into a Market
Transaction.

5.

DMA and Crossing System Services
Acknowledgements and Requirements

5.1

You acknowledge and agree that we may atourdiscretion
use
Automated
Order
Processing to process your orders, provided
those orders satisfy the requirements of the
ASIC Market Integrity Rules and any
applicable Market Operating Rules in relation
to Automated Order Processing.

5.2

You acknowledge, represent and agree that,
if we have provided you with Direct Market
Access Services which permit an Authorised
Person to use Automated Client Order
Processing:(a)the Authorised Person who is permitted touse the Automated Client Order Processing
is:
(i)

you;

(ii)

any Officer or representative
who is permitted to use theAutomated
ClientOrder
Processing on your behalf; or(iii)

your agent who you haveappointed (in writing) to use
the Automated Client Order
Processing on your behalf;(b)

the DMA Services will operate in relation to
the Markets only during the normal trading
hours of a Market and orders entered after
normal trading hours will not be processeduntil the next trading day;(c)

you and each Authorised Person must satisfy
anyrequirements(including,
without
limitation, requirements as to knowledge,
training, testing, procedures and controls)
notified by us to you from time to time andany other requirements (if any) imposed by(d)by using the Direct Market Access Services,
your orders may match opposite orders ofanother person who is our client, and thismay entitle us to receive commission fromboth sides of the transaction;

5.3

You acknowledge and agree that, if we haveprovided you with Direct Market Access
Services which permits you to use AutomatedClient Order Processing, you may appoint anyof your directors or employees or otherpersons to act as your agent for the purposeof entering orders using the Direct Market
Access Services. By this document you
authorise each person who is an Authorised
Person from time to time to enter orders
using the Direct Market Access Services inaccordance with this document as your agent
and the authority of each such person
terminates when such person ceases to be an
Authorised Person.
In the event that you request and authorise
us to apply for Securities in respect of a newlisting and/or issue of Securities on any
Market as your agent (for your benefit or forthe benefit of any other person), you warrant
to us that we have authority to make suchapplication on your behalf.
You must
familiarise yourself with and you will bebound by the terms set out in the governingprospectus and/or offering documentationand the application form relating to such
Securities.
You further declare and warrant, andauthorise us to disclose and warrant to theMarket on any application form that any suchapplication made is intended to benefit youor the person for whose benefit you are
applying.

5.4

Australia Market Terms November 2023

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You acknowledge and agree that your orders
may be executed or matched on Crossing
System operated by CLSA or other Market
Participant, and if required you may berequired to enter into one or moreagreements
with
such
other
MarketParticipant as a condition to execute ormatch your orders on their Crossing System.
5.5

5.6

6.

In relation to your Market Transactions
entered into with us as Principal, you
authoriseustochargebrokerage,commission or any other fees in the amountdisclosed to you from time to time in respectof such transactions.

Further, you acknowledge and agree to eachof the following:(a) CLSA’s Crossing System is provided on an‘as is’ basis and we make no warranty,
representationorotherassuranceinconnection with CLSA’s or other Market
Participant’s Crossing System, including as toavailability, accuracy, completeness, results,
functionality,
reliability,
performance,
timeliness,
non-infringement,
suitability,
quality, merchantability, fitness for aparticular purpose or otherwise. We also do
not warrant that access and/or use of the
Crossing System will be uninterrupted or
error-free.
(b) We also do not warrant any or all failures,
defects, or errors will be corrected(c) We shall not be liable for the nonperformance of any of our obligations inconnection with the Crossing System, by
reason of any cause beyond our reasonable
control, including without limitation, any
breakdown,suspension
orfailureoftransmission or communication or computer
facilities, act of god and the failure of any
relevant Exchange, Clearing House, otherMarket Participant, third party broker ordepository agency for any reason to performtheir obligations.

Principal

Disclosure

and

for

Australia Market Terms November 2023

If you request, we will provide you withinformation about the current policy weadopt in the allocation of Market Transactions
to fill orders placed with us.

(b)

By placing an order for a Market Transaction
with us, you agree that you have been
provided with a copy of, and read andunderstood, our Australian Best Execution
policy statement and disclosure of crossing
system information, the latest versions ofwhich are available at www.clsa.com/termsof-business/.

9.

Confirmation of transactions(a)accumulate 2 or more Market Transactions
and specify a single volume weighted
average price for those Market Transactions(and if you request, we will give you detailsof the individual prices of the relevant
products, which were accumulated andaveraged in the confirmation); and(b)provide you with confirmation information bymeans of an electronic communication
including, without limitation, by email or byaccessing a standing confirmation facility toobtain or view confirmations.

10.

Cancellations(a)

You consent to any such Principal dealings
that may arise, until such time you revoke
your consent (orally or in writing) in relation
to specific orders (or generally).
AuthoritytoCommission/Brokerage
Clients(a)

You acknowledge and agree that we may,without your consent, cancel or amend (orrequest or agree to the cancellation oramendment of) an order or Market
Transaction:

Pursuant to s.991E of the Corporations Act
2001, CLSA may, from time to time, deal as
Principal (on its own behalf or for a CLSA
Entity) against your order.

7.

Allocation of Orders

Where applicably, by providing you with aconfirmation in relation to a Market
Transaction, you consent and authorise us
to:

You acknowledge and agree to use CLSA’s
Crossing System in accordance with theoperating guidelines, rules and regulations
set out in the Australia Crossing User Guide
Annex and CLSA Australia – Crossing System
Information Public Disclosure available atwww.clsa.com/terms-of-business (together,
the “User Guide”). We may amend the termof the User Guide from time to time and wewill post the updated version of the User
Guide on clsa.com/terms-of-business/.
Dealing as
Consent

8.

chargeWholesale3

if the relevant Market operator
exercises its power under the ASIC
Market Integrity Rules or the Market
Operating Rules to cancel or amend(or require the cancellation oramendment of) the order or Market
Transaction;

(b)in the event of an error or otherwise
in the circumstances contemplated in
the ASIC Market Integrity Rules or theMarket Operating Rules; or(c)

if we deem (in our absolute discretion)that it is necessary to do so in orderfor us to comply with any applicable
rules, requirements and regulations.

Your and our obligations in relation to theorder or Market Transaction cease to apply inrespect of a cancelled order or Market
Transaction from the time it is cancelled or, if
the order or Market Transaction is amended,
continue to apply only as amended.

12.3

Without limiting Clause 12.2 of these Market
Terms, you must also give us the informationin relation to short selling which we notify toyou from time to time and within the timerequired by us in such notification.

12.4

Your disclosure obligations described in thisClause 12 will continue to apply after thetermination of the Terms of Business.

13.

GST

13.1

Unless expressly stated otherwise, anyreference in these Market Terms or theTerms of Business to cost, expense, price,
value, sales, revenue or a similar amount inrespect of a Market Transaction is a reference
to that amount exclusive of GST. If GST ispayable on any of the Services we provide to
you under, by reference to or in connection
with these Market Terms, you must also pay
an additional amount on account of GST (the"GST Amount").

13.2

The GST Amount is payable on the earlier ofthe first date on which payments are due to
us in connection with the provision ofServices to you under these Market Terms
and the date five Business Days after thedate on which we issue a valid tax invoice inrelation to the provision of Services to you.

13.3

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

13.4

Any calculation of a cost, expense or otherliability must exclude the amount of any
input tax credit entitlement of a party (or any
input
tax
creditentitlementoftherepresentative member for a GST group ofwhich the party is a member) in relation to
the relevant cost, expense or liability. You
will be assumed to have an entitlement to afull input tax credit unless you demonstrateotherwise prior to the date on which any
payment is due.

13.5

All expressions used in this Clause 13 which
are defined in the GST Law have themeanings given to them in the A New Tax
System (Goods and Services Tax) Act 1999
(Cth).

13.6

This Clause 13 will continue to apply after thetermination of the Terms of Business.

14.

National Guarantee FundIf we cancel or amend an order or Market
Transaction, we will notify you as soon asreasonably practicable.
11.

Client trust moneyIf, for any reason, we are required to holdfunds on trust on your behalf in an account,in accordance with section 981B of the
Corporations
Act(the"Client
Trust
Account"), then you agree that we may
retain any interest or other earnings on theinvestment for our sole and absolute use.

12.

Short selling

12.1

Naked Short Selling is prohibited. As such
you agree that you must not place an order
to effect a sale which would contravene
subsection 1020B(2) of the Corporations Act.
For the avoidance of doubt, you may place
an order if the sale would be a Covered Short
Sale that is not prohibited by the
Corporations Act.

12.2

Each time you place an order to effect a sale
which would, if executed, constitute a
Covered Short Sale you must:(a)

notify us that the transaction will be a
Covered Short Sale and provide us with all
information reasonably required by us tosatisfy our short sale reporting obligations
under the Corporations Act, the Corporations
Regulations;(b)comply with all applicable short selling
obligations set out in Part 7.9 of the
Corporations Act and Part 7.9 of the
Corporations Regulations; and(c)comply with any applicable ASIC declaration
or instrument made under section 1020F(1)of the Corporations Act.

Australia Market Terms November 2023

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As we are a Participant of ASX, you may
make a claim on the NGF in thecircumstances specified under Part 7.5 of the
Corporations Act. For more information on
the circumstances in which you may make aclaim on the NGF or for information on the
NGF generally, contact the Securities
Exchanges Guarantee Corporation Limited(ABN 19 008 626 793).
15.

Transaction, CSCA has direct rights against you,including rights of sale under the Market Operating
Rules and those set out below.
3.

You acknowledge and agree to comply with, andacknowledge that your Market Transactions are
subject to, this Disclosure Statement and all Market
Requirements and in particular, the ASIC Market
Integrity Rules, the Market Operating Rules, theClearing Rules and the Settlement Rules and the
directions, decisions and requirements of the Market
and the customs and usages of the Market. Copies of
those rules can be inspected at our offices onrequest.

Governing law
These Market Terms are governed by thelaws of New South Wales. You submit to thenon-exclusive jurisdiction of courts exercisingjurisdiction there in relation to any matter towhich these Market Terms relates, and you
waive any right to claim that those courts are
an inconvenient forum.

4.

Introduction(a) if the Market or ASX Clear exercises its power tocancel or amend (or require the cancellation oramendment of) the Market Transaction; or

You have entered into an agreement with us for the
execution of Market Transactions. We have a clearing
arrangement in place with CSCA for the clearing andsettlement of Market Transactions. CSCA is a
Clearing Participant of ASX Clear, a clearing andsettlement facility which clears Market Transactions.
Under the ASIC Market Integrity Rules and theMarket Operating Rules, we are required to give youa copy of this Disclosure Statement before entering
into a Market Transaction on your behalf, which
explains the agreement which is taken to exist
between you and CSCA. It is an important document
which you should read and understand before
entering into any Market Transaction.
2.

(b) in the event of an error or otherwise in thecircumstances contemplated in the Market
Operating Rules or the Clearing Rules.
CSCA's obligations in relation to the settlement of aMarket Transaction cease to apply in respect of acancelled transaction from the time it is cancelled.
5.

AmendmentThis Disclosure Statement may be amended fromtime to time. CSCA will give you ten (10) days’
notice of any amendment, after which time, theamendment will become effective.

Your Agreement with CSCA

CSCA is a Clearing Participant of ASX Clear, a wholly
owned subsidiary of ASX.

6.

By placing an order with CLSA you accept thefollowing terms and conditions.

Governing law

This Disclosure Statement is governed by the law inforce in New South Wales and you and CSCA submit
to the non-exclusive jurisdiction of the courts of New
South Wales and courts which may hear appeals
from those courts.

Whenever you effect a Market Transaction throughus, CSCA carries the clearing and settlement
obligations (“Obligations”) to complete the sale orpurchase, together with all obligations which areancillary to the completion. CSCA must settle such
Market Transactions as principal with ASX Clear or
the relevant counterparty, even though the Market
Transaction was entered into by us on your behalf.
Accordingly, you owe Obligations under the sale orpurchase contract directly to CSCA.

7.

CSCA

The details of CSCA are as follows:
Citigroup Securities Clearing Australia
LimitedABN 52 001 355 906
AFS Licence no. 284956
Address: Level 15, 120 Collins Street,

If you fail to pay any amount due in respect of aMarket Transaction or you fail to fulfil yoursettlement obligations in respect of a Market
Australia Market Terms November 2023

Cancellations

You acknowledge and agree that CSCA may, without
your consent, cancel or amend (or request or agree
to the cancellation or amendment of) a Market
Transaction without your consent:

ANNEXURE - DISCLOSURE STATEMENT
1.

Rules Application

5

Melbourne, VIC 3000, Australia
Telephone: +61 3 8643 9980

"Cash Market Transaction" has the meaning givenin the ASIC Market Integrity Rules.

A Clearing Participant of ASX Clear and a
Settlement Participant of ASX Settlement
Pty Limited.

"Cboe Australia" means Cboe Australia Pty Ltd(ACN 129 584 667) (formerly known as Chi X
Australia).

***"Clearing Rules" means the ASX Clear Operating
Rules issued by ASX Clear, as amended from time totime.

Definitions and Interpretation
Unless otherwise defined below, in these Market
Terms, capitalised terms have the meaning given tothem in the Terms of Business.

"Controlled Trust" has the meaning given in the
ASIC Market Integrity Rules.
"Corporations
Regulations"means
Corporations Regulations 2001 (Cth).

In addition, the following capitalised terms have thefollowing meaning:"AFSL" means an Australian financial
licence granted under section 913B
Corporations Act.

"Covered Short Sale" means a sale of Cash Market
Products where you have borrowed the relevant CashMarket Products and you have, at the time you place
the order, a presently exercisable and unconditionalright to vest those Cash Market Products in thebuyer.

servicesof the"ASIC Market Integrity Rules" means the ASIC
Market Integrity Rules (Securities Markets) 2017, as
amended from time to time.

“Crossing System” means any automated service
provided by a Market Participant which matches or
executes client Orders with Orders of:"ASX" means ASX Limited (ABN 98 008 624 691)
and, where the context requires, the market
operated by ASX.

(a) the Market Participant;"ASX Clear" means ASX Clear Pty Limited.

(b) other clients of the Market Participant; or"Authorised Person" has the meaning given in the
ASIC Market Integrity Rule 5.6.2 and its Definitions,which currently provide:(c) any other person whose Orders access theautomated service;otherwise than on an Order Book.

Authorised Person means a person who:

as defined in the ASIC Market Integrity Rules(Securities Markets) 2017, as amended from time totime.

(a) is either:
(i)

the

a client of a Trading Participant;"CSCA"
means
Citigroup Securities
Australia Limited (ABN 52 001 355 906).

(ii) an agent of a client of a Trading Participant;or

Clearing"Disclosure Statement" means the DisclosureStatement set out in the Annexure to these Market
Terms.

(iii) a Representative of a Trading Participant; and(b) is permitted by a Trading Participant to submit
orders into the Trading Participant’s system.

"Automated Order Processing" has the meaning
given in the ASIC Market Integrity Rules.

"Direct Market Access Services" or “DMA
Services”, in addition to the meaning given in theTerms of Business, includes Automated Order
Processing and Automated Client Order Processing
and any similar facility which enables the directprocessing of orders on any equities market operated
by the ASX.

"Business Day" has the meaning given in the ASIC
Market Integrity Rules.

"Employee" has the meaning given in the ASIC
Market Integrity Rules.

"Cash Market Products" has the meaning given in
the ASIC Market Integrity Rules.

"Market", in addition to the meaning given in theTerms of Business, also means the market operatedby ASX or Cboe Australia, as the context requires.

"Automated Client Order Processing" has themeaning given in the ASIC Market Integrity Rules.

Australia Market Terms November 2023

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Any other word or expression which is not capitalisedin these Market Terms and which is defined in theTerms of Business, Corporations Act, the ASIC
Market Integrity Rules or Market Operating Rules has
the meaning given in the Corporations Act, ASIC
Market Integrity Rules or Market Operating Rules as
the context requires.

"Market Operating Rules" means the operating
rules of a Market, and includes without limitation, thelisting rules of ASX, the operating rules of ASX andCboe Australia, the Clearing Rules and theSettlement Rules, as amended from time to time,and any procedures created under those rules fromtime to time.
"Market Participant" has the meaning given to"Participant" in the ASIC Market Integrity Rules.
"Market Transactions" means all transactions
relating to financial products on a relevant Market
effected by or through us, including without
limitation any Cash Market Transaction or Options
Market Transaction.
“Naked Short Sale” means a sale of Cash Market
Products where you have not borrowed the relevant
Cash Market Products at the time you place the orderand you do not otherwise have a presently
exercisable and unconditional right to vest therelevant Cash Market Products.
"NGF" has the meaning given in the Corporations
Act.
"Officer" has the meaning given in section 9 of the
Corporations Act.
"Options Market Transaction" has the meaning
given in the ASIC Market Integrity Rules.
“Principal” has the meaning given in the ASIC
Market Integrity Rules and in the context of a Market
Participant trading on its own behalf “as Principal”,
includes a reference to the Market Participant tradingon its own behalf or on behalf of any of the following
persons:a
Substantial
HolderoftheMarketParticipant, ora body corporate in which the interests of
one or more of the partners singly or
together constitute a controlling interest of
the Market Participant, or
any related body corporate of the Market
Participant,and does not include where the Market Participant ora related body corporate of the Market Participant istrading as a trustee of a trust in which that trustee
has a beneficial interest in the trust of less than 5%,
and all of that interest was acquired in lieu of receipt
of fees for administering the trust.
"Settlement Rules" means the ASX Settlement
Operating Rules issued by ASX Settlement Pty
Limited as amended from time to time.
Australia Market Terms November 2023

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Client Opt Out of crossing information notifications Election form
Dear CLSA,
Client agrees and elects to Opt Out of receiving crossing information notifications inaccordance with clause 3.3 of the CLSA Australia Market Terms Schedule .
Yes – we wish to Opt Out of CLSA Australia crossing notifications.

Date of Opt Out:
Name of Client:
Name and title of Client’s representative:

Note: Please complete and return this form to your CLSA contact to make the election.

Australia Market Terms November 2023

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