GENERAL TERMS AND CONDITIONS OF BUSINESS
These terms and conditions of business, together with any appendix, Market Annex and/or Service Annex, as amended and/or
supplemented from time to time (together, these “General Terms”) are legally binding between the Client and CLSA Europe BV, which
is authorised and regulated by the Authority Financial Markets (“AFM”) (hereinafter referred to as “CLSA”, “we”, “us” or “our”). These
General Terms set out the terms and conditions on which we will deal with you.

1.

INTERPRETATION

1.1.

For the purposes of these General Terms, the following terms shall have the meanings specified below:“Account” means any of the accounts opened and held by CLSA for the Client pursuant to these General Terms;“Affiliate” means, with respect to CLSA, any legal entity at any time directly or indirectly controlling, controlled by or under common
control with CLSA;“Applicable Law” means any applicable law, legislation, rules, regulations (including MiFID, the rules and guidance issued by the AFM
or the rules of any other relevant regulatory authority) and any other applicable requirements (whether taking the form of rules orbinding principles or guidance) of any jurisdiction or a governmental, regulatory, tax or other authority and the Market Requirementsof any relevant Venue through which Transactions are executed, in each case as in force from time to time;“Best Execution” means, in relation to the execution of an Order or the reception and transmission of an Order, where applicable, theprocess by which we are required to take all sufficient steps to obtain the best possible result for the Client as set out inour Execution
Policy;“Business Day” means a day (other than a Saturday or Sunday) on which the financial institutions in London and/or in the jurisdiction
applicable to the particular Transaction are open for business;“Clearing House” is a financial institution that provides clearing and settlement services for securities transactions;“Client” means the person to whom we agree to provide any of the Services pursuant to these General Terms;“CLSA Group” means CLSA Europe BV, CLSA B.V., CITIC Securities Co. Ltd, CITIC Securities International Co. Limited and all of
the Affiliates;“Conflicts Policy” shall have the meaning given in Article 20.1;“Data Protection Laws” means all Applicable Law pertaining to privacy, confidentiality and/or data protection applicable to the subject
matter and provisions of these General Terms;“Delivery vs. Payment (DVP) is a settlement procedure whereby delivery of a security only occurs if the corresponding payment
occurs“Event of Default” shall have the meaning given in Article 18;"Execution Policy” means CLSA’s policy for complying with its obligations to obtain Best Execution (as amended from time to time);“Execution Venue” or “Venue” means a Regulated Market, an MTF, an OTF, a Systematic Internaliser, a Market Maker or otherliquidity provider or an entity that performs similar functions in a third country to the functions performed by any of the foregoing;“AFM” means the Netherlands Authority for the Financial Markets and any successor body from time to time carrying out all or any partof the functions of the Netherlands Authority for the Financial Markets applicable to the business to which these General Terms relate.
The contact details of the AFM are: address: Vijzelgracht 50, 1017 HS Amsterdam, +31(0)20 - 797 2000 and ondernemersloket@afm.nl;“Financial Instrument” means an instrument specified in Section C of Annex I to MiFID;“Limit Order” means an order to buy or sell a Financial Instrument at its specified price limit or better and for a specified size;“Losses” means any and all direct, indirect, special and consequential losses, damages, liabilities, penalties, actions, claims, costs,
fees and expenses (including reasonable legal fees and expenses) of any kind whatsoever suffered or incurred by a Party, its affiliates
or its or their respective members, directors, officers, employees, or agents;“Market Annex” means any annex to these General Terms applicable to the Services to be provided in each relevant market by CLSA
and/or its Affiliates;“Market Maker” means a person who holds himself out on the financial markets on a continuous basis as being willing to deal on own
account by buying and selling Financial Instruments against his proprietary capital at prices defined by him;“Market Requirements” means all the laws, rules, regulations, constitutions, by-laws, customs and practices, rulings, interpretations,standards, prescribed terms or mandatory requirements, levies and administrative requests of the relevant market(s), governmental or
regulatory authority(ies), exchange(s) and clearing house(s) whatsoever including any rules and regulations on short selling;“MiFID” means the European Union Markets in Financial Instruments Directive (Directive 2014/65/EU) and Markets in Financial
Instruments Regulation (Regulation (EU) 600/2014) and their implementing measures;Multilateral Trading Facility” or “MTF” means a multilateral system, operated by an investment firm or a market operator, which brings

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together multiple third-party buying and selling interests in Financial Instruments in accordance with its non-discretionary rules;“Order” means any order given by the Client to CLSA for the purchase or sale of a Financial Instrument from time to time;"Organised Trading Facility" or "OTF" means a multilateral system, which is not a Regulated Market or an MTF and in which multiple
third party buying and selling interests in bonds, structured finance products, emission allowances or derivatives are able to interact inthe system in a way that results in a contract;“Party” means each of CLSA and the Client;“Permitted Parties” shall have the meaning given in Article 21.1;“Personal Recommendation” means a recommendation that constitutes advice on investments and which is presented as suitablefor you, or is based on a consideration of your circumstances;“Potential Event of Default” shall have the meaning given in Article 19(h);“Regulated Market” means a multilateral system operated and/or managed by a market operator, which brings together or facilitates
the bringing together of multiple third-party buying and selling interests in Financial Instruments in accordance with its non-discretionary
rules;“Risk Disclosure Annex” means any annex to these General Terms containing regulatory and other disclosures, as amended fromtime to time;“Services” means the services provided to you by CLSA under these General Terms as requested by you from time to time, as may
be more fully described in these General Terms and any applicable Service Annex;“Service Annex” means any annex to these General Terms in relation to any specific Service(s) provided by CLSA and/or its Affiliates;“Systematic Internaliser” means an investment firm which, on an organised, frequent and systematic and substantial basis, deals on
own account by executing client orders outside a Regulated Market, MTF or OTF without operating a multilateral system;“Termination Date” shall have the meaning given in Article 18.1;“Third Party Correspondent” means a local broker or other third party that has arranged with CLSA to carry out the Services (or any
part thereof) which CLSA agrees to provide to the Client pursuant to these General Terms;"Trading Venue" means a Regulated Market, MTF or OTF;
“Transaction” means any transaction resulting from the execution of an Order;“Underlying Principal” shall have the meaning given in Article 5.1 and “Underlying Principal Account” shall have the meaning given
in Article 5.2;
“Your Group” shall have the meaning given in Article 17(1)(c).
1.2.

In these General Terms, unless the context requires otherwise:(a)the headings of Articles and Annexes are included for convenience only and shall not affect interpretation;(b)a reference to an Article, Appendix or Annex is a reference to an article, appendix or annex of these General Terms;(c)a reference to these General Terms or any other document includes any variation or replacement of either of them;(d)a reference to a piece of legislation, the AFM Rules or any other laws, rules or regulations includes a reference to that piece oflegislation or such other laws, rules or regulations as from time to time amended, consolidated, modified, re-enacted or replaced;
and

(e)

any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrativeand shall not limit the sense of the words preceding or following those terms.

2.

INFORMATION ABOUT CLSA AND THE SERVICES

2.1

We may provide:(a)broking services in relation to Financial Instruments or other types of transaction as agreed from time to time; and(b)such other services as we may, in our discretion, from time to time agree.

2.2
Further provisions relating to the Services that we will provide to you under this Agreement may be set out in the relevant
Service Annex(es).
2.3
We will not provide you with investment advice (as defined in the Applicable Law) or Personal Recommendations. We shall not
be responsible for managing or supervising the management of your portfolio of investments.
2.4
To the extent that CLSA provides algorithms, or system access to markets, it will take reasonable steps to ensure the overall
conformity of its systems, operations and the algorithms which are deployed, to the extent that such are under CLSA’s direct control.

3.

EFFECT OF GENERAL TERMS; AMENDMENT; CONFLICT

3.1.

Without prejudice to the provisions of any agreement between you and us governing any instruments or transactions not

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covered by these General Terms, these General Terms shall govern all Services which we provide to you and shall supersede any
earlier terms of business or other agreement or arrangement between us relating to such Services.
3.2
We may arrange Transactions on your behalf where we act as agent for our Affiliate. In such cases these General Terms will
apply only with respect to the activities we carry out in arranging the Transactions. The execution and settlement of such
Transactions will be governed by the relevant agreements that you have entered into with our Affiliate.
3.3
These General Terms will take effect when you signify your acceptance by returning to us a signed version. In any event, youwill be deemed to have accepted these General Terms when you place your first Order with us or otherwise accept Services from us
after receipt of these General Terms and these General Terms shall take effect on such date and will continue to apply to all subsequent
Orders placed and Services provided. You acknowledge that we shall not be obliged to provide any of the Services to you and may,at any time and in our absolute discretion, refuse to do so.
3.4
We may, in our absolute discretion, amend all or part of these General Terms (including, for the avoidance of doubt, any
appendix, Service Annex(es) and Market Annex(es)) from time to time. We will post the updated version of our General Terms on
www.clsa.com and such changes will become effective on the date specified on the website. In addition to posting the updated
version on our website, we will provide you with notice of changes, where amendments made to the General Terms materially amend
yours or ours, rights or obligations, but not where the amendments are clarificatory in nature. The revised terms will be incorporated
into the agreement between us and shall supplement and amend (to the extent inconsistent) these General Terms. Continued use by
you of the Services and/or the placing of further Orders will constitute acknowledgement and acceptance of the revised General
Terms by you. Unless otherwise agreed, no amendment will affect any outstanding Order or Transaction or any legal rights or
obligations which have already arisen.
3.5
These General Terms shall be deemed to incorporate the terms of any relevant Service Annex(es) and any relevant Market
Annex(es). If there is any conflict between these general terms and conditions of business and any provision of a Service Annex orMarket Annex, the latter will prevail. If there is any conflict between any provision of a Service Annex and any provision of a Market
Annex, the latter will prevail.
3.6
These General Terms are subject to Applicable Law so that if there is any conflict between these General Terms and Applicable
Law, the latter shall prevail. Nothing in these General Terms shall exclude or restrict any duty or obligation which we have to you under
Applicable Law which cannot be excluded or restricted.
3.7
To the extent permitted by Applicable Law, no duties or obligations other than those set out in these General Terms will apply
to, or shall be implied into, the relationship between us. We will not act as a fiduciary and will not owe any fiduciary duties to you or an
Underlying Principal.

4.

CAPACITY

4.1

We will act as agent when effecting Transactions for the purposes of these General Terms.

4.2
Where we effect a Transaction under these General Terms as agent on your behalf, we will introduce you to another entity
which may be an Affiliate or Third Party Correspondent and which may be local or overseas. When we effect a Transaction as youragent, you and/or your Underlying Principal will enter into a direct contractual relationship with such entity apart from these General
Terms and any relevant money or Financial Instrument will be delivered by you directly to such entity. You acknowledge that we will
not be liable to you or the relevant Underlying Principal in respect of any Losses arising from any act or omission of such entity of any
kind or nature whatsoever (including those resulting from the fraud, negligence or wilful default on the part of such entity).
4.3
We may, from time to time, engage agents (including other broker(s)) to provide services to us in respect of your Transactions
upon such terms as we absolutely decide. You acknowledge that in such cases, we shall be treated as having entered into such
Transactions on your behalf and these General Terms shall be construed accordingly.

5.

CLIENT ACTING AS AGENT

5.1
This Article shall apply where you have notified us that you are acting as agent on behalf of another party (an “Underlying
Principal”).
5.2
We will open separate accounts for each Underlying Principal (an “Underlying Principal Account”) which you have identified
to us. You undertake, as agent for the relevant Underlying Principal, and on your own behalf, in respect of each instruction given, to
specify the Underlying Principal Account to which the relevant instruction relates. Unless and until you specify an Underlying Principal
Account, you will be liable as principal in respect of the relevant Transaction.
5.3
We will separately administer those Underlying Principal Accounts that we 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.
5.4

You, as agent for each Underlying Principal and on your own behalf, undertake that you will:(a)ensure at all times that you and the Underlying Principal obtain, and comply with the terms of and do all that is necessary tomaintain in full force and effect, all authority, powers, consents, licenses and authorisations to enter into the relevant Transactions
and perform the obligations thereunder;(b)

promptly notify us of the occurrence of any Event of Default or Potential Event of Default with respect to yourself or any Underlying
Principal;

provide to us on request such information regarding your and the Underlying Principal’s status or affairs as we may reasonably
require to evidence your and the Underlying Principal’s authority, powers, consents, licenses and authorisations and your
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3(c)

compliance with the Market Requirements and your appointment as agent to the Underlying Principal;(d)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 and to appoint an agent to act on its behalf and that any such extract will, to the best of yourknowledge, be true, accurate, complete and not misleading in all material respects; and(e)execute as agent for the Underlying Principal where you are duly authorised to do so, or, in each other case procure that theUnderlying Principal executes on our request all such transfers, powers of attorney and other documents as we may require tovest any assets or otherwise grant any security interest in us, our nominee, a purchaser or transferee.

5.5
You represent and warrant that you comply with, and will at all times in the future comply with, any and all Applicable Law
including requirements relating to money laundering.

6.

CLIENT CLASSIFICATION AND MARKET REQUIREMENTS

6.1
We will notify you separately of whether you will be treated as a "professional client” or "eligible counterparty" for the purposesof the Applicable Law. This category has been assigned without prejudice to your right to request, either on a general or trade-bytrade basis, a different categorisation from that of “professional client” or “eligible counterparty”. If we agree to your categorisation as
an “eligible counterparty”, you will lose certain protections afforded to “professional clients” under the Applicable Law. If, at any time,
you consider that you may be incorrectly categorised, you must inform us as soon as possible. You also have the right to request that
CLSA treats you as a “retail client”. Please note, however, that CLSA does not have the appropriate permissions to deal with retailclients and will therefore not grant such requests.
6.2

You acknowledge that you are responsible for keeping us informed about any change that could affect your client categorisation.

6.3
If, in your dealings with us, you are acting as agent on behalf of an Underlying Principal in accordance with Article 5, we shalltreat only you (and not the Underlying Principal) as our client for the purposes of the Applicable Law, even where you have disclosed
or identified your principal to us.
6.4
By virtue of your categorisation as a professional client, we are entitled to assume that you have the necessary experience andknowledge in order to understand the risks involved in any Service or Financial Instrument provided or offered to you under these
General Terms. Unless you advise us to the contrary, the Services and Financial Instruments that we provide or offer to you underthese General Terms shall be deemed appropriate for you when we are required to assess appropriateness for the purposes of the
Applicable Law. Where you are treated as an "eligible counterparty" we are not required to carry out such an assessment.
6.5
We and our Affiliates may, in our or their absolute discretion, take, or refrain from taking, any action which we or they consider
necessary or desirable, and you agree to take or refuse to take any action which we or they reasonably demand, to ensure compliancewith any Applicable Law or to avoid or mitigate any loss thereunder and we and our Affiliates will not be liable in respect of any suchaction taken in good faith. Whatever we or our Affiliates do or refuse to do in order to comply with Applicable Law will be binding onyou. Any actions we or our Affiliates take or refuse to take for the purpose of complying with Applicable Law will not constitute a breachof these General Terms or render us or our Affiliates or any of our or their respective directors, officers, employees or agents liable inrespect of any Losses suffered in connection therewith.

7.

INFORMATION ABOUT FINANCIAL INSTRUMENTS

7.1 We may, from time to time, discuss with you certain Financial Instruments or provide you with comments, research, observations,statements or suggestions thereon for general information. Any such information provided by us is not to be taken as representations
or advice of any nature, and is not to be relied on by you. We do not warrant to you or the Underlying Principals the value, merit orsuitability of any Transactions. In asking us to enter into or execute any Transaction, you represent that you have been solely
responsible for making your own independent appraisal and investigations into the risks of the Transaction.

8.

INSTRUCTIONS

8.1
Unless we inform you otherwise, we will rely, at your risk, on any communication, in any form (whether orally or in writing;whether sent to us by hand, facsimile, electronically or through any other means) which purports to have been made by you or on yourbehalf and which we reasonably accept in good faith to have been made by you or on your behalf. We will not be obliged to verify thecapacity of the person(s) giving instructions or the authenticity of such communication.
8.2
We shall not be under any obligation to enter into any particular transaction or to accept or act in accordance with any
instructions from you and we will not be obliged to give any reasons for refusal and shall not be liable for any Losses arising as a result.
However, we will make all reasonable efforts to notify you promptly of such action.
8.3
Subject to our consent, or the consent of a relevant Affiliate where applicable, Orders or instructions given to us by you or on
your behalf are irrevocable. In the event that you wish to place, rescind, withdraw or amend an Order otherwise than during normal
business hours in the Netherlands, you may contact any Affiliate to which we may have directed your Order or to which we would
usually direct your Order. However, that Affiliate shall be under no obligation to effect such Order placement, rescission, withdrawal
or amendment. In case of full or partial execution of your Order, you shall accept full responsibility thereof.
8.4
Where you elect to send us instructions via facsimile, electronic means or any other means whereby you do not give us theoriginal instructions, you understand that we are not in a position to examine the authenticity of your fax or electronic instructions andwe will not be liable for any errors, loss, or damages associated with our acceptance of and acting on your fax or electronic instructions.
8.5

We will not be responsible for any Losses arising from any delays or inaccuracies in the transmission of instructions or Orders

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4

or the execution thereof other than where such delay or inaccuracy is due to our gross negligence, wilful default or fraud.

9.

ORDER EXECUTION

9.1
If we have notified you that we will treat you as a "professional client" in accordance with Article 6.1, when executing Orders
and when placing Orders with other entities for execution by those entities, we are required to take all sufficient steps to obtain thebest possible result for you taking into account various execution factors. Your Orders will be executed in accordance with our
Execution Policy. A copy of that Execution Policy is available on our website at www.clsa.com. By giving or transmitting your Orders
to us you consent to your Orders being handled in accordance with our Execution Policy. Upon reasonable request, we will provide
you with information about the entities where the orders are transmitted or placed for execution.
9.2
When you give us a specific instruction, you acknowledge that the Execution Policy will not apply to those aspects of yourOrder that are covered by those specific instructions.
9.3

By signing the Express Consent Form, you provide your express consent to us executing your Orders outside a Trading Venue.

9.4
Subject to Applicable Law and in accordance with the Execution Policy, we may combine your Order with other orders, whether
belonging to other Clients or to a member of the CLSA Group or its clients. We will do so only where we reasonably believe that thisis unlikely to work overall to your disadvantage. You should note however that aggregation may result in you obtaining a less favourable
price and may, therefore, on occasion operate to your disadvantage.
9.5
In the case of Limit Orders in respect of shares admitted to trading on a Regulated Market or traded on a Trading Venue which
are not immediately capable of being executed under prevailing market conditions, by signing the enclosed Express Consent Formyou hereby instruct us not to make details of the Order public unless you expressly tell us, at the time that you place the Order with us,that you would like us to make such details public or we consider, in our absolute discretion, that it would be beneficial to you for us tomake such details public.
9.6
Any payment relating to a Transaction executed on a relevant Trading Venue shall be made in the currency in which therelevant Financial Instruments are traded unless otherwise agreed by the Parties. Any exchange risk resulting from converting one
currency into another currency shall be borne by you and the relevant Underlying Principal.
9.7
We may, in our complete discretion, appoint any person, including any Affiliate, as agent or otherwise, to perform any of therights, powers or obligations vested in us or to undertake, as your agent or otherwise, anything in connection with your affairs, on suchterms as we think fit. We will act in good faith and exercise reasonable skill and care in the selection and use of such parties, butneither we nor any of our respective directors, officers, employees or agents shall be liable for any loss incurred by any act, omission
or default on the part of such persons.

10.

DELIVERY VERSUS PAYMENT

10.1 You agree that, unless we specifically agree otherwise, all Transactions will be effective on a Delivery vs. Payment basis inaccordance with the Applicable Law. In the unlikely event that delivery and payment is not simultaneous, any assets, whether cash or
Financial Instruments, received by us either from you, your Underlying Principal or in respect of your Account will be transferred to youon the same day.
10.2 By signing these terms and conditions, you are agreeing, and giving us permission, to fully utilise the Delivery vs. Payment
exemption at our discretion. This means that monies and assets being exchanged on a Delivery vs. Payment basis will not be protectedby the Applicable Law relating to client monies and assets.
11.

SETTLEMENT

11.1 You agree to duly settle, or procure the settlement of, all Transactions under these General Terms. The settlement of eachTransaction shall be made in accordance with the Applicable Law of the relevant Trading Venues where the Transaction is executed
including any specific time limits and cut off points or otherwise in accordance with our instructions.
11.2 In order to enable us to arrange for settlement of a Transaction on the applicable settlement day, you undertake to provide us
with, or procure the provision to us or an Affiliate or Third Party Correspondent and which may be local or overseas (as applicableand see Article 4.2) of, access to cleared funds or Financial Instruments (in deliverable form) and to take all necessary measures toallow such payment or delivery including, in particular, to transmit all necessary instructions to the relevant custodian of your, or the
relevant Underlying Principal’s, Financial Instruments. We shall not be held liable for any act not attributable to us including in the eventthat the custodian appointed by you fails to comply with its obligations or fails to comply with your instructions.
11.3 Our obligation to settle any Transaction or account to you, is conditional on the receipt by us on or before the due date forsettlement of all necessary documents (including settlement instructions) and/or access to cleared funds.
11.4 You agree that should you fail to make or procure payment or delivery of Financial Instruments by the due settlement date, weare hereby authorised to:(a)in the case of a purchase transaction, transfer or sell any such purchased Financial Instruments to satisfy your obligations to us;(b)in the case of a sale transaction, borrow and/or purchase such Financial Instruments to satisfy your obligations to us.

11.5 If we are carrying Account(s) as clearing broker by arrangement with another broker through whose courtesy your Account(s)has/have been introduced, then until receipt from you of written notice to the contrary, we may accept from such other broker, withoutinquiry or investigation to or by us, (i) orders for the purchase or sale in your Account(s) of Financial Instruments, and (ii) any other
instructions concerning your Account(s); and that broker shall for all purposes be treated as an authorised signatory of your Account(s)ToB CLSA Europe BV December 20225

for the purposes of these General Terms.

12.

CONFIRMATION, CONTRACT NOTES AND STATEMENTS

12.1 You will be provided with information concerning the execution of each Transaction by no later than the close of business on
the day on which the Transaction is executed.
12.2 All confirmations, contract notes and statements issued to you shall be binding on you unless an objection is received by us
within one Business Day of receipt. Any objections must be made in writing and reasons must be given. In the absence of any
objection by you, we shall not be liable to you for any errors or omissions therein. For the avoidance of doubt, this will include the nonreceipt of a confirmation, contract note or statement.

13.

REPORTING

13.1 You will be responsible for complying with any obligations you have under Applicable Law to make transaction reports to the
AFM or any other relevant regulatory authority.
13.2 Subject to Article 13.3, we will make any post-trade transparency reports required under Applicable Law in relation toTransactions concluded outside the rules of Trading Venue, unless otherwise agreed between us.
13.3 If you are a Systematic Internaliser in relation to the Financial Instrument that is the subject of a Transaction, then you will be
responsible for any post-trade transparency reporting obligations in relation to Transactions concluded outside the rules of a Trading
Venue, whether you are buying or selling the Financial Instrument.

14.

RISK WARNINGS

14.1 Any Financial Instrument is subject to risk. We give no warranty as to the performance of any Financial Instrument. In entering
into any investment you should consider the risks inherent in the relevant investment.
14.2 Additional risk warnings are set out in the Risk Disclosure Statement or such other relevant annexes as we may provide to you
from time to time.

15.

COMMISSION, FEES AND OTHER CHARGES

15.1 In consideration of the Services provided under these General Terms, we will charge you such commissions, charges, fees,
taxes and/or levies as we may from time to time agree with you or which are required by any Market Requirements. We have disclosed
details in respect of such costs and charges separately. An itemised breakdown of all costs and charges can be provided on request.
15.2 You shall reimburse us for all reasonable costs (including those imposed by any Trading Venue), commissions, expenses,
charges, fees and penalties incurred by us or our agent(s) for the provision of the Services to you. For the avoidance of doubt andsubject to the Applicable Law, we may share such commissions or such other amounts with any person as we deem fit or may havesoft commission agreements in place for which we will not be required to account to you.
15.3 If you default in paying any amount when it is due, we may charge you interest on all amounts owing by you to us after, as well
as before, any judgement at such rate as we may from time to time in our absolute discretion determine.
15.4 Any charges due to us under these General Terms shall be paid in same day funds in such currency as we may from time totime specify to the bank account specified by us for such purposes. All payments will, unless otherwise agreed or as otherwise provided
in these General Terms, be made by you without set off, withholding or deduction for any taxes of whatsoever nature, unless the sameis required by Applicable Law. In that event, you will pay such additional amounts as will result in the net amounts receivable by us (after
taking account of such withholding or deduction) being equal to such amounts as would have been received by us had no such taxes
been required to be withheld or deducted.
15.5

You should be aware that other taxes or costs may exist that are not paid through or imposed by us.

16.

TERMINATION

16.1 Either we or you may terminate the provision of Services under these General Terms on giving two Business Days’ written
notice to the other Party.
16.2 We may terminate the provision of Services under these General Terms at any time without prior notice to you upon an Eventof Default or in order to comply with any Applicable Law.
17.

EVENTS OF DEFAULT

17.1 Without prejudice to the other terms of these General Terms, we may in our absolute discretion exercise one or more of ourrights under Articles 16.2 and 18 if at any time one or more of the following events (each an “Event of Default”) occurs:(a)you and/or your Underlying Principal fail to make any payment when due or to make or take delivery of any property when due;(b)

you and/or your Underlying Principal fail to perform or meet any of your or its obligations under these General Terms;

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(c)where you are, or an Underlying Principal is, a company, you and/or your Underlying Principal or your respective holding
companies (direct or indirect) (collectively called “Your Group”) take any corporate action or commence legal proceedings forany member of Your Group’s winding-up, dissolution, administration or re-organisation (whether by voluntary arrangement,
scheme of arrangement or otherwise) or for the appointment of a liquidator, receiver, administrator, administrative receiver,custodian, trustee or similar officer in relation to any member of Your Group or of any or all of your revenues and assets;(d)where you are, or an Underlying Principal is, an individual or a partnership, a petition for bankruptcy is filed by or against youor, as the case may be, against a partner in such partnership or you or, as the case may be, a partner in such partnership diesor is declared to not be of sound mind by a court of competent jurisdiction;(e)

you and/or your Underlying Principal become unable to pay your or its debts when they fall due or become insolvent or bankrupt
or become the subject of any insolvency, bankruptcy or administration proceedings;(f)

any attachment is levied against your Account(s) and/or your Underlying Principal Account(s) with us;(g)any representation, warranty or statement made by, or deemed made or given by, you for yourself and/or on behalf of yourUnderlying Principal under our General Terms was incorrect or misleading in any material respect as at the time it was madeor given or deemed made or given;(h)we consider it necessary or desirable to prevent what we believe could be a breach of the Market Requirements or of goodstandards of market practice;(i)

we consider it necessary or desirable for our own protection or any action is taken or event occurs which we consider might
have a material adverse effect upon your ability to perform any of your obligations under these General Terms; and/or(j)anything analogous to any of the events specified above occurs under the laws of any applicable jurisdiction.

17.2 You shall promptly notify us in writing of the occurrence of any Event of Default falling within Articles 17.2 (a) to (j) or any related
Potential Event of Default.

18.

CONSEQUENCES OF AN EVENT OF DEFAULT OR TERMINATION

18.1 Unless we specify otherwise, termination pursuant to Article 16 will automatically constitute a termination date (the“Termination Date”).
18.2

On and from the Termination Date:(a)

we may decline to accept further instructions from you;(b)

we may treat any or all outstanding Transactions between you and/or your Underlying Principal and us as having been cancelled
or terminated (in which case our obligations under such Transactions will be cancelled and terminated);(c)we may treat all obligations whether due or otherwise as immediately due and payable and may sell any or all investments orother property which we or any Affiliate or Third Party Correspondent are holding or are entitled to receive on your behalf andto apply the proceeds in or towards satisfaction of any obligation or liability you may have to us or any Affiliate or Third Party
Correspondent;(d)we will not be obliged to make any further payments or deliveries under any Transactions which would otherwise have fallen due
for performance and such obligations will be satisfied by settlement (whether by payment, set-off or otherwise) of the amountcalculated in accordance with Article 18.2(e) below;(e)we will determine in respect of each Transaction set out in Article 18.2(d) above the total cost, loss or gain in such currency as
specified by us (including any loss of bargain, costs of funding, stock borrowing, penalties or fines or other consequential costs)
as a result of the termination of each payment or delivery which would otherwise have been required to be made under eachparticular Transaction;(f)

we will apply any balances or assets in your Account(s) and/or your Underlying Principal Account(s) (as the case may be) towards
discharging your and/or your Underlying Principal liabilities towards us;(g)

we will have the right, without notice to you, to combine or consolidate all your Accounts and those of your affiliates; to convert
any sums of money into such currencies as we consider appropriate; and to set off or transfer any monies, Financial Instruments
or other property held by, or on behalf of, you or your affiliates in or towards satisfaction of your indebtedness, obligations or
liabilities (whether present or future, actual or contingent, primary or collateral, several or joint, secured or unsecured) towards
us, our Affiliates, our correspondent broker(s), the Venue(s), Clearing House(s) or whatsoever in respect of your Transactions;(h)we will have the right to sell, realise or otherwise deal with all or any of the monies, Financial Instruments or other property heldby any member of the CLSA Group anywhere in your and/or your Underlying Principal’s name or for your account and apply theproceeds in or towards satisfaction of your outstanding liabilities (if any) towards us, our Affiliates, our correspondent broker(s),the Venue(s), Clearing House(s), or whatsoever in respect of your Transactions; and(i)

we will close all or any of your Account(s) and/or your Underlying Principal Account(s) with us.

18.3 Without prejudice, and in addition, to any general lien, right of set-off or other similar right which we or our Affiliates may beentitled to exercise whether by law or otherwise over your Financial Instruments, monies or other property, your Financial Instruments,
monies or other property shall be subject to a general lien in our and our Affiliates’ favour, insofar as there remain any outstanding
amounts due or liabilities (whether actual or contingent) outstanding from you to us or our Affiliates.
18.4 For the avoidance of doubt, where an Event of Default arises with respect to an Underlying Principal, we shall be entitledwithout prior notice to take all or any of the actions set out in this Article with respect to the defaulting Underlying Principal. However,nothing in this Article 18 shall entitle us or any Affiliate to set off any amount owed to us or such Affiliate by one Underlying Principal
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against any sum owed by us or such Affiliate to another Underlying Principal or to sell any asset belonging to one Underlying Principal
in order to use the proceeds to satisfy a sum owed to us or such Affiliate by another Underlying Principal.

19.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

You as agent for each Underlying Principal and on your own behalf will represent and warrant to us as at the date of these General
Terms and as of the date of each Transaction that:(a)

you and each Underlying Principal are duly organised and validly existing under the laws of your or its place of organisation orincorporation;(b)

you and each Underlying Principal have all necessary authority, powers, consents, licenses and authorisations and have taken
all necessary action to enable you or it lawfully to enter into and perform the obligations under these General Terms and eachTransaction and to grant the security interests and powers referred to in these General Terms;(c)our General Terms, each Transaction and the obligations created under them both are binding upon you and/or each Underlying
Principal (as applicable) and enforceable against you and the relevant Underlying Principal in accordance with their terms anddo not and will not violate the terms of any Applicable Law;(d)any person who gives us instructions or orders on your behalf will have authority to do so and, where you have notified us thata third party is authorised to give us instructions on your behalf, that the representations and warranties contained in Article 19
are true with respect to such party;(e)

all information which you provide or have provided to us under these General Terms is, or at the time it is supplied to us willbe, true, accurate and not misleading in any material respect;(f)

you and the relevant Underlying Principal have the appropriate knowledge and expertise to enter into the Transactions, you
and the relevant Underlying Principal are willing and financially able to sustain a total loss of funds resulting from such
Transactions and you and the relevant Underlying Principal understand the terms, conditions and risks of each Transaction
and are willing to assume those risks;(g)no litigation, arbitration, administrative proceedings or regulatory inquiries are current or, to your or the relevant Underlying
Principal’s knowledge, pending or threatened, which might, if adversely determined, have a material adverse effect on your or
its business or financial condition or on your or its ability to perform your obligations under these General Terms;(h)no Event of Default or any event which may become an Event of Default (a “Potential Event of Default”) has occurred and/or
is continuing in respect of you or the relevant Underlying Principal;(i)you or the relevant Underlying Principal (as the case may be) own all the Financial Instruments transferred to us or charged in
our favour by you for yourself or you acting as agent for the Underlying Principal and such Financial Instruments are free fromany prior mortgage, charge, lien or other encumbrance whatsoever and neither you acting for yourself or as agent for the
relevant Underlying Principal nor the Underlying Principal itself will further pledge or charge such Financial Instruments or grant
any lien over them while it is pledged or charged to us except with our prior written consent;(j)in relation to each Transaction in respect of which you have stated that you are acting as agent, at the time the Transaction isagreed (i) your Underlying Principal has all requisite power to authorise you as agent for this purpose and you have express
authority to enter into the Transaction on behalf of the Underlying Principal; (ii) the representations and warranties in Article 19
are true with respect to your Underlying Principal; and(k)you comply with, and have in place adequate policies and procedures in connection with, all relevant anti-money laundering,countering of terrorism, financial crime and anti-bribery and corruption legislation and have obtained and recorded evidence of
the identity of your client(s) in accordance with Applicable Law.

20.

CONFLICT OF INTEREST

20.1 Your attention is drawn to the fact that when we provide Services to you, CLSA or its Affiliates may have an interest, relationshipor arrangement that is in conflict with or otherwise material in relation to the Services being provided. Conflicts of interest may also
arise between our different clients. In accordance with Applicable Law, we have therefore established a conflicts of interest policy (our“Conflicts Policy”), procedures and arrangements which are designed to identify and to prevent or manage such conflicts. These
include organisational and administrative arrangements to safeguard the interests of clients. We have provided you with a copy of our
Conflicts Policy separately.
20.2 When we do not consider that the arrangements under our Conflicts Policy are sufficient to prevent or manage a particularconflict, we will inform you of the nature of the conflict so that you can decide how to proceed. When we are not able to deal with aconflict of interest effectively, we may in some circumstances be unable to provide you with the service you require and we shall not
be obliged to disclose the reason why or any further information relating thereto.
20.3 We may carry out transactions in the Financial Instruments which are the subject of your Orders for the account of anotherclient, or we may perform or seek to perform securities, investment banking, corporate finance or other financial and investment
services for the issuer thereof or its affiliates. You agree that we or an Affiliate may enter into Transactions for you, or provide Services
to you, where we have an interest, relationship or arrangement that is material and potentially conflicting.
20.4 Subject to Applicable Law, we may share dealing charges or commission with our Affiliates or other third parties, or receive
remuneration from them, in respect of your Transactions.
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21.

INFORMATION SHARING AND DATA PROTECTION

21.1

Information Sharing

You acknowledge and agree that CLSA, its Affiliates and its and their respective directors, officers, agents and employees may holdinformation relating to you and your Account(s) and any Underlying Principal(s) and Underlying Principal Account(s), and your orders
and transactions. Such information will include personal data and sensitive personal data (as the terms are defined in European dataprotection law) relating to any of your (or any of your Underlying Principals') directors, employees, officers or agents (each a "Data
Subject" and such information "Personal Data"). Such information will be kept confidential but, subject to Applicable Law, (including
data protection law), you confirm that we may provide such information to:(a)our head office, any of our subsidiaries or subsidiaries of our holding company, Affiliates, branches, offices or any of ourrepresentatives (the “Permitted Parties”);(b)

any professional advisers, agents, contractors or third party service providers who provide administrative, telecommunications,computer or other services to us in connection with the operation of our business and who are under a duty of confidentiality
to us or the Permitted Parties;(c)

any actual or potential assignee of or participants or sub-participants or transferees of, our rights in respect of the Client;(d)

any regulatory, judicial, supervisory, governmental or quasi-governmental body (whether within the EEA or outside it) as andwhen requested to do so; and(e)any third party under compulsion of law (whether within the EEA or outside it) or where the information is already in the publicdomain (otherwise than as a result of a breach of our obligations hereunder) or where requested or permitted by the Client.

Information in relation to the content of these Terms and other agreements between you and us should also be treated confidential byboth parties.

21.2

Data Protection(a)

In relation to any Personal Data, you represent to us that (i) you have complied with and shall at all times comply with applicabledata protection law in any applicable jurisdiction; and (ii) each Data Subject is aware of and consents to the processing anduse of such data (including the transfer of such data outside the EEA).

(b)

You acknowledge and accept that we may, for the purposes of the Services or in relation to these General Terms, collect, hold,use and otherwise process Personal Data about any Data Subject. Personal Data (including name and contact details) may
be disclosed to our Affiliates and to professional and other advisers or agents of CLSA and its Affiliates for the purposes ofproviding the Services to you or in relation to these General Terms as well as for the purposes listed in Article 21.1 above.
Notwithstanding any other provisions in these General Terms, you acknowledge that we may be required to make a disclosureof such Personal Data pursuant to Applicable Law (including to a regulatory authority whether within the EEA or outside it) andagree that we may make any such disclosure and that such disclosure shall not constitute a breach of any obligations ofconfidentiality or privacy (whether under any data protection law or otherwise) owed to you or to any Data Subject.

22.

LIMITATION OF LIABILITY AND INDEMNITY

22.1

Neither we nor any member of the CLSA Group nor any of our or their directors, officers, employees or agents will be liable forany direct losses, damages, costs or expenses incurred or suffered by you, any Underlying Principal, (or any person on whose
behalf you are acting) under these General Terms whatsoever (including any Transaction or where we have declined to enter
into a proposed transaction or by reason of any delay or change in market conditions before a transaction is effected) unlessarising directly from our or their respective gross negligence, wilful misconduct or fraud.

22.2

In no circumstances shall we, or any person connected with us, including any Affiliates, nor any of our or their respective
directors, officers, employees or agents, have any responsibility or liability to you, any Underlying Principal or any third party
for any indirect, special or consequential loss, loss of profits, loss of goodwill, loss of anticipated savings or loss of opportunity
or business contracts arising under or in connection with these General Terms, even if the possibility of such loss has beenbrought to our (or their) attention.

22.3

Nothing in these General Terms shall:(a)limit liability for death or personal injury resulting from negligence; or(b)exclude or restrict any liability resulting from fraudulent misrepresentation on our part or the part of any Affiliate.

22.4

You shall 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 in respect of any liabilities, losses, damages, claims, costs and/or
expenses (other than loss of profit, loss of revenue or loss of business) which may be suffered or reasonably incurred by us orthem directly or indirectly arising out of or in connection with any purchase, sale or closing out of any Financial Instruments orother investments entered into by us in connection with a Transaction effected for you or on your behalf under these General
Terms, or otherwise whatsoever or howsoever arising out of any action by us pursuant to these General Terms unless arising
directly from our or their respective gross negligence, wilful misconduct or fraud.

22.5

Without limiting the foregoing provisions of this Article 22, neither we nor any member of the CLSA Group nor our or theirdirectors, officers, employees or agents will be liable for delays, errors, interruptions, or failures in any communication or

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correspondence (including the delivery of confirmations or transmission of Orders) or for any other matters in relation to a
Transaction due to a breakdown, unavailability, interruption, error or failure of telephone, facsimile, or other electronic
communication lines or electronic system or other communication facilities or equipment howsoever caused unless arising
directly from our or their respective gross negligence, wilful misconduct or fraud.

23.

TELEPHONE RECORDING AND RECORDS

23.1

Each Party may use voice-recording devices in connection with any communication between us and may do so without the useof a warning tone. A copy of our voice records will be available to you, on request, for a period of five years (which may be
extended to seven years at the request of the AFM). Each Party acknowledges and agrees that such records may be used as
evidence in the event of a dispute or investigation and shall be admissible as evidence in any legal proceedings.

23.2

Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our services. You will not
object to the admission of our records as evidence in any legal proceedings because such records are not originals, are not inwriting or are documents produced by computer.

24.

INTELLECTUAL PROPERTY RIGHTS

Except as provided elsewhere in these General Terms or in any other agreement between us, nothing in these General Terms shall
operate to assign to you any intellectual property rights belonging to us. You acknowledge that you will not own or acquire any rights
to any of our intellectual property rights and shall not contest the ownership of any such intellectual property rights belonging to us.

25.

FORCE MAJEURE

We will not be liable to you for any loss or damage suffered by you or your Underlying Principals, which arises from the partial or nonperformance of any of our obligations herein or from any delay, error, interruption or failure in any correspondence or communication(including the delivery of confirmations or transmission of orders), by reason of any event or cause beyond our control, including, but
not limited to, any breakdown, malfunction or failure of transmission, telecommunications or computer facilities, industrial action, acts
and regulations of any governmental or supranational bodies or authorities or exchanges or Clearing Houses or settlement systems or
the failure of any third party for any reason to perform its obligations or any change in the law or any official directive or policy, in therelevant market.

26.

ASSIGNMENT AND VARIATION

26.1

Supplements

You may be required by us to execute supplemental documentation in relation to certain Services and/or Transactions, if we think fit.
Such supplemental documentation shall form part of these General Terms upon execution, and you shall for all purposes be bound by
the terms and conditions of that documentation.
26.2

Assignment

You will not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations underthese General Terms without our prior written consent. We may transfer any right or obligation under our General Terms to any
member of the CLSA Group or designated party without your consent.

27.

NOTIFICATIONS

27.1

Any notice or other communication in respect of these General Terms may be given and will be deemed effective as indicated:(a)

if in writing and delivered in person or by courier, on the date it is delivered;(b)

if sent by facsimile transmission, on the date that transmission is sent to you;(c)

if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail isdelivered or its delivery is attempted; or(d)if sent by electronic messaging system, on the date that electronic message is sent to you, in each case, unless the date ofthat despatch or, as the case may be delivery (or attempted delivery), as applicable, is not a local Business Day, in which case,the notice or communication will be deemed effective on the next local Business Day.

27.2 We, or any of our appointed agents (including any Affiliates and/or Third Party Correspondents), shall send any communication
to you at the address you have given to us. Communication may be delivered in person or sent by mail, facsimile, email or otherelectronic means and Swift. You shall notify us in writing of any change to your notice details. In the event that you have not given us
such an address, we will send any communications to your registered address or principal office. It is your responsibility to inform usof any changes to your contact information.
27.3 Subject to Article 12, each communication sent or despatched to you at your last known address on our record will, in theabsence of manifest error, be conclusive and binding on you unless written notice is received by us to the contrary at least two Business
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Days after the date on which such document was deemed to have been received.

28.

COMPLAINTS

If you have any complaint about our performance under these General Terms you should direct that complaint to our Compliance
Officer, who will investigate the nature of your complaint to try to resolve it in accordance with our internal procedure. You may request
a copy of our internal procedure for dealing with customer complaints. As a “professional client” or "eligible counterparty", you will haveno right of complaint to the Financial Ombudsman Service in respect of any act or omission on our part which is or is alleged to be inbreach of the Applicable Law.

29.

GENERAL PROVISIONS

29.1

Entire Agreement

These General Terms as supplemented or amended from time to time, (i) constitute the whole agreement between us relating to its
subject matter, (ii) supersede and extinguish any prior drafts, other agreements, undertakings, representations, warranties andarrangements of any nature, whether in writing or oral, relating to such subject matter, and (iii) shall be read together and construed
as one single Agreement.
29.2

Severability

Each provision of these General Terms is severable and distinct from the others. If any such provision is or at any time becomes toany extent invalid, illegal or unenforceable under any Applicable Law, it shall to that extent only be deemed not to form part of these
General Terms but (except to that extent in the case of that provision) it and all other provisions of these General Terms shall continue
in full force and effect and their validity, legality and enforceability shall not be thereby affected, provided that the operation of this
Article would not negate the commercial intent and purpose of the Parties.
29.3

No Waiver

Our rights, remedies and powers under these General Terms and any other agreement between us, are cumulative and not exclusiveof, and shall not prejudice, any right, remedy or power which we may have under any other agreement between us or as provided by
Applicable Law or otherwise. All rights, remedies, powers and actions exercisable by us under these General Terms may be exercisedby us, in our absolute discretion, at any time without prior notice to you. No failure to exercise nor any delay in our exercising any right,
power, privilege or remedy under these General Terms shall impair or operate as a waiver thereof in whole or in part. No single orpartial exercise on our part of any right, power, privilege or remedy under these General Terms shall prevent any further or otherexercise thereof or the exercise of any other right, power, privilege or remedy.
29.4

Time of the Essence

In respect of your and each Underlying Principal’s obligations under these General Terms and any Transaction, time shall be of theessence.
29.5

No Partnership

Nothing in these General Terms shall constitute or be deemed to constitute a partnership, joint venture or similar relationship between
us and/or any other person nor, except as expressly provided otherwise, shall it constitute, or be deemed to constitute, either of us theagent of the other for any purpose.
29.6

Language

Although some staff might communicate with you in another language for your convenience, our default service language is English.
Thus, we have no obligation to communicate with you in any other language than the service language and accordingly, the English
version of any document will always prevail. Our documentation will only be available in English.

30.

GOVERNING LAW AND JURISDICTION

30.1 These General Terms and any non-contractual obligations arising from or connected with them shall be governed by Dutch
law and these General Terms shall be construed in accordance with Dutch law.
30.2 Subject to Article 30.3, in relation to any legal action or proceedings arising out of or in connection with these General Terms(whether arising out of or in connection with contractual or non-contractual obligations) (“Proceedings”), each of the Parties irrevocably
agrees that the Dutch courts shall have exclusive jurisdiction and waives any objection to Proceedings in such courts on the groundsof venue or on the grounds that Proceedings have been brought in an inappropriate forum.
30.3 You agree that Article 30.2 operates for our benefit and accordingly we shall be entitled to take Proceedings in any other court
or courts having jurisdiction. This Article shall not prevent us from applying for provisional measures (including interim injunctive relief)in the courts of any other competent jurisdiction.

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Contact details
CLSA Europe B.V.
Strawinskylaan 729
1077 XX AMSTERDAM+31 20 204 8300
www.clsa.com
CLSA Europe B.V. is registered with the Dutch Chamber of Commerce under registration number 72509775

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