Professional Client
Terms of Business

RBC Capital Markets
Terms of Business for Professional Clients
These Terms of Business, together with any Schedules and/or Annexes, and accompanying documents asamended from time to time, (this "Agreement") set out the terms of the contract between you and us. These
Terms of Business set out the terms which apply to all products offered to you and each Annex sets out any
additional product-specific terms. It is, therefore, very much in your interests to read them carefully. Please
let us know as soon as possible if there is anything which you do not understand.
1

GENERAL INFORMATION

1.1

Information about us: We, RBC Capital Markets, incorporating RBC Europe Limited and the London
branch of Royal Bank of Canada are hereinafter referred to as “RBCCM”. These Terms of Businessshall also apply to Services provided to you by (i) the Paris Branch of Royal Bank of Canada, and (ii)
RBC Capital Markets (Europe) GmbH, as amended by the terms set out in Schedules 1 and 2
respectively.
RBC Europe Limited is authorised by the Prudential Regulation Authority (“PRA”) and regulated by
the Financial Conduct Authority (“FCA”) and the PRA. The London branch of Royal Bank of Canada
is authorised and regulated by the Office of the Superintendent of Financial Institutions of Canada,authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA (details
about the extent of our regulation by the PRA are available from us on request). The PRA and FCA are
together referred to as the “Relevant Regulators”. The FCA's registered office is 12 Endeavour Square,
London, E20 1JN. The PRA's address is 20 Moorgate London EC2R 6DA. The head office of the Officeof the Superintendent of Financial Institutions of Canada is 255 Albert Street. Ottawa, Ontario, K1A
0H2.

1.2

Communication with us: You may communicate with us in writing (including by fax), by email orother electronic means, or orally (including by telephone). The language of communication shall be
English, and you will receive documents and other information from us in English.

1.3

Our Services and capacity: You authorise us to provide you with the Services. Unless otherwise
agreed, we act as principal and not as agent on your behalf. Where we agree to act as a general clearing
member for you, the terms upon which we agree to act will be set out in a separate written agreement
between you and us.
Unless agreed otherwise in writing, we will not provide you with investment advice or any otherpersonal recommendations (as those terms are defined in MiFID2) under this Agreement.

1.4Your capacity: You act as principal and not as an agent (or trustee) on behalf of someone else. If you
are not acting in a principal capacity, please let us know as we have supplemental terms that are suitablefor use by agents or trustees.

1.5Your investment objectives: Unless we agree separately in writing to provide you with investment
advice or personal recommendations (as those terms are defined in MiFID2), we will proceed on thebasis that there are no specific or general investment objectives to which we should have regard when
dealing for you.

1.6

Classification: We shall treat you as a professional client for the purposes of the FCA Rules. You havethe right to request a different client categorisation. If you request categorisation as an eligible2

counterparty and we agree to such categorisation, we would no longer be required by regulatory rules
to provide certain protections granted to professional clients. However, notwithstanding the absence of
applicable regulatory rules, we would endeavour to provide a service which is overall effective andcommercially reasonable. The regulatory protections concerned include formal requirements in thefollowing areas: (a) to act in accordance with your best interests; (b) not to give or receive inducements
other than those fees, commissions or non-monetary benefits paid, provided or received in accordancewith FCA Rules on inducements; (c) to achieve best execution in respect of your orders; (d) to executeorders subject to other constraints as regards timing and handling relative to other clients' orders; and(e) to ensure that marketing information is clearly identifiable as such. If you request to be categorised
as a retail client thereby requiring a higher level of regulatory protection we may not be able to provide
our services to you. Similarly, if you request to be categorised as a professional client but would
otherwise be categorised as a retail client, we will only categorise you as a professional client if we aresatisfied in our sole discretion that you meet the relevant criteria in Annex II of MiFID2. If at any time
we are not satisfied that you meet the relevant criteria, we may not be able to provide our services toyou. You agree and acknowledge that you are responsible for keeping us informed about any changethat could affect your categorisation as a professional client.
1.7

Right to cancel: You should note that you are not entitled to cancel this Agreement (but you canterminate it as set out in the Termination clause (12.2)).

1.8

Bundled Services: The Services provided by us to you will be provided as a bundle (the "Bundled
Services"). You may buy the different components of the Bundled Services separately. Please contact
us for a list of the charges for each separate component and the Bundled Services together.

2

SCOPE AND APPLICATION

2.1

Scope of this Agreement: This Agreement sets out the basis on which we will deal in and arrange deals
in investments, enter into Transactions and provide such other services as agreed in writing from time
to time. This Agreement governs each Transaction entered into or outstanding between us (or, where
so agreed any two of our respective Designated Offices) on or after the execution of this Agreement.
Subject to Applicable Regulations and this Agreement there shall be no restrictions on the Transactions
in respect of which we may advise you or deal with you. A description of the main characteristics ofthe service we will provide is enclosed.

2.2

Commencement: This Agreement shall apply to all Transactions contemplated under this Agreement.
Other than in relation to any separate terms agreed between us as governing a specific service (the"Specific Terms"), this Agreement supersedes any previous agreement between us in relation to any
Transaction (including where relevant, your terms of business) and takes effect when you signify youracceptance of this Agreement by placing an order following receipt of this Agreement whether or not
you have signed and returned this Agreement. Where the terms of this Agreement conflict with any
Specific Terms, the Specific Terms will prevail. You acknowledge that you have not relied on or been
induced to enter into this Agreement by a representation other than those expressly set out in thisAgreement. We will not be liable to you (in equity, contract or tort under the Misrepresentation Act
1967) for a representation other than a fraudulent misrepresentation that is not set out in this Agreement.

2.3

Duty and responsibilities: We are obliged by the Rules of the FCA to comply with certain rules ofconduct. However, we assume no greater responsibility or fiduciary duty, other than that imposed by
the FCA Rules or the express terms of this Agreement.

2.4

Language and minimum duration: This Agreement is supplied to you in English and we will continue
to communicate with you in English for the duration of this Agreement. The minimum duration of this3Agreement shall be the earlier of settlement of the first trade in respect of which you instruct us or theoccurrence of an Event of Default.
3

APPLICABLE REGULATIONS AND EXCHANGE/MARKET REQUIREMENTS

3.1

Subject to Applicable Regulations: This Agreement and all Transactions are subject to Applicable
Regulations so that: (i) if there is any conflict between this Agreement (or the terms of any Services)
and any Applicable Regulations, the latter will prevail; (ii) nothing in this Agreement (or the terms of
any Services) shall exclude or restrict any obligation which we have to you under Applicable
Regulations; (iii) we may take or omit to take any action we consider necessary to ensure compliancewith any Applicable Regulations; (iv) all Applicable Regulations and whatever we do or fail to do inorder to comply with them will be binding on you; and (v) such actions that we take or fail to take forthe purpose of compliance with any Applicable Regulations shall not render us or any of our AffiliatedCompanies, directors, officers, employees or agents liable for any losses incurred or suffered by you
for the non-performance, partial performance or delay in performance of any of our obligations under
this Agreement or in respect of any Services resulting from actions taken by us for the purpose ofcompliance with any Applicable Regulation; (vi) you agree to comply with all Applicable Regulations.

3.2

Without prejudice to the generality of Clause 3.1:(a)

we may refuse to enter into, execute, transmit, deal in or otherwise arrange any Transaction orotherwise impose position management controls and we may close out, terminate or reduce any
position or Transaction (or require you to do any of the foregoing) for the purposes of complying
with any position limits imposed by an Applicable Regulator or position management controls
imposed by a Trading Venue (including, without limitation, pursuant to Applicable Regulation
implementing Article 57 of MiFID2 or procedures and rules required thereby);(b)

we may refuse to enter into, execute, transmit, deal in or otherwise arrange any Transaction
where you have not provided such information (and waived or procured the waiver of any
confidentiality or data protection/privacy obligations in respect of such information) as we may
reasonably require:(i)in order for us to comply with any Transaction Reporting Requirements or Market
Transparency Requirements in respect of such Transaction; or(ii)where our non-receipt of such information (including, without limitation, an applicablelegal entity identifier code) would mean that we are prohibited by Applicable Regulation
to enter into, execute, transmit, deal in or otherwise arrange (as the case may be) such
Transaction (including, without limitation, pursuant to Article 13(2) of the MiFID2 RTS
22);

(c)

we may refuse to enter into, execute, transmit, deal in or otherwise arrange any of yourTransactions or perform any obligation pursuant to this Agreement or Service where such action
or performance:(i)would cause us to breach any prohibition or restriction imposed or specified by the FCA
pursuant to Article 42 of MiFIR; or(ii)would be prohibited, or made impracticable to effect on reasonably commercial terms, by
any suspension or removal from trading of a Financial Instrument imposed by an
Applicable Regulator pursuant to Applicable Regulation (including, without limitation,
pursuant to any Applicable Regulation implementing Article 18(9), 32 or 69 of MiFID2);
and

4

(d)

where we have agreed with you or any other person that we are not obliged to, or shall not, makepublic a Transaction, but we are nonetheless required by Applicable Regulation to publish or
arrange the publication of such Transaction (pursuant to a Market Transparency Requirement orotherwise) notwithstanding such agreement, then we may publish or arrange the publication ofsuch Transaction and may delegate such publication or arrangements to any other person.

3.3

Exchange/Market action: If an Exchange/Market (or intermediate broker or agent, acting at thedirection of, or as a result of action taken by, an Exchange/Market) or regulatory body takes any action
which affects a Transaction, then we may take any action which we, in our reasonable discretion,
consider desirable to correspond with such action or to mitigate any loss incurred as a result of suchaction. Any such action shall be binding on you. If an Exchange/Market or regulatory body makes anenquiry in respect of any of your Transactions, you agree to co-operate with us and to promptly supply
information requested in connection with the enquiry.

4

ADVICE, SUITABILITY AND APPROPRIATENESS

4.1

No advice: Unless agreed otherwise in writing, we will not provide you with investment advice or any
other personal recommendations (as those terms are defined in MiFID2) under this Agreement.

4.2

Suitability: We may provide you with information about investments and investment strategies,
including RBCCM research reports and market commentaries, as well as materials prepared by third
parties. Unless otherwise agreed between us in writing, you agree that none of this information is basedon a consideration of your circumstances, is in any way tailored to your financial situation or ispresented as suitable for you. You should not view any information that we make available to you under
this Agreement as a personal recommendation.
We shall not be under any obligation to provide on-going information or recommendations in relation
to the management of your investments unless you have entered into a discretionary investment
management agreement with us or we have agreed to maintain your portfolio under continuous review
and provide specific recommendations from time to time.

4.3

Own judgement and appropriateness: We are not required to assess appropriateness for the provisionof Services at your own initiative in relation to the execution and transmission of your orders in respectof Non-complex Financial Instruments. In relation to all other Services, we are entitled to assume that
the Services provided to and/or Transactions entered into with you on a non-advised basis under the
Agreement are appropriate. In asking us to enter into any Transaction on a non-advised basis, yourepresent that you have been solely responsible for making your own independent appraisal andinvestigations into the risks of the Transaction. You represent that you have sufficient knowledge,
market sophistication, professional advice and experience to make your own evaluation of the merits
and risks of any Transaction. We give you no warranty as to the appropriateness of the products tradedunder this Agreement and assume no fiduciary duty in our relations with you; in particular, where weare not required to assess appropriateness, you will not have the benefit of certain conduct of businessobligations you may otherwise benefit from.

4.4

Limitations: Where we do provide market information or recommendations, we give no representation,
warranty or guarantee as to their accuracy or completeness or as to the tax consequences of any
Transaction. Unless we specifically agree otherwise in writing with you, you hereby acknowledge: (i)that the provision of any such information is incidental to your dealing relationship with us and provided
solely to enable you to make your own investment decisions; (ii) that the information provided to othercustomers may be different from information given to you due to individual analysis of fundamental
and technical factors by different personnel; and (iii) that such information may not be consistent with
our proprietary investments, or those of our associates, directors, employees or agents.

5

4.5

Research and other published information: We may from time to time send published research reports
and recommendations, advertisements and other publications to you. Where such document contains a
restriction on the person or category of persons for whom that document is intended or to whom it isdistributed, you agree that you will not pass it on to any such person or category of persons. We makeno representations as to the time of receipt by you of research reports or recommendations and cannot
guarantee that you will receive such research reports or recommendations at the same time as othercustomers. Any such published research reports or recommendations may appear in one or more screen
information service. We shall not be liable for any investment decision you make, based in whole orin part, on any investment research report, recommendation or other publication we send to you.

4.6

Investment research: Where we provide investment research recommendations to you either in hard
copy or through our website, we shall do so in accordance with our conflicts of interest policy whichinter alia, addresses how we manage conflicts of interest which might affect the impartiality ofinvestment research.

4.7

Tax advice: We will not provide any tax advice. In addition, we shall not at any time be deemed to beunder any duty to provide tax advice.

4.8

Advice and execution-only arrangements: Please note that we will not advise you about the merits ofany particular Transaction and we will only accept orders from you on a non-advised, execution-onlybasis. As a result, we may be unable to determine whether or not you would fall within the target
market for a particular product or Service, so we will not be able to assess fully your compatibility withsuch product or Service.

4.9

Product information: In accordance with Article 24(4) of MiFID2, guidance on the risks associatedwith particular investments or products can be found at https://www.rbccm.com/en/policiesdisclaimers.page.

5

CHARGES AND PAYMENTS

5.1

Charges: You will pay our charges as agreed with you from time to time. Any alteration to charges
will be notified to you at or before the time of the change. Our charges will include any applicablevalue added tax, withholding tax, stamp duty, stamp duty reserve tax, industry levy, brokerage fees,transfer fees, registration fees and all other liabilities, charges, costs and expenses payable in connection
with transactions effected on your behalf.
We will provide you with summaries of the costs and charges that you may pay in relation to certain
Services. The timing and format of these summaries may vary depending on the types of Services that
we provide to you.

5.2

Payments: All payments to us under this Agreement shall be made in same day funds in such Currency
as we may from time to time specify to the bank account designated by us for such purpose. All suchpayments shall be made by you without any deduction or withholding.

5.3

Remuneration and sharing charges: This clause 5 refers to charges and payments of proper fees whichenable or are necessary for the provision of investment business or ancillary services, such as custody
costs, settlement and Exchange/Market fees, regulatory levies, research costs or legal fees.

6

5.4

Inducements disclosures:(a)

In respect of the Service, we may obtain from and keep or pay to third parties any profits,commissions, fees or non-monetary benefits in connection with the Services provided, wherepermitted by Applicable Regulation.

(b)

The amount or basis of any fee, commission or other benefit received by us from such a third
party or paid by us to such a third party in connection with the Services with or for you, andthe amount or basis of any charges shared with a third party, will be disclosed to you prior
to such an arrangement taking place, and such disclosure may be in summary form only.
Further details will be available upon request.

5.5

Default interest: If you fail to pay us any amount when it is due, we reserve the right to charge you
interest (both before and after any judgment) on any such unpaid amount calculated at the rate asreasonably determined by us to be the cost of funding such overdue amount. Interest will accrue on adaily basis and will be due and payable by you as a separate debt.

5.6

Currency indemnity: If we receive or recover any amount in respect of an obligation of yours in a
Currency other than that in which such amount was payable, whether pursuant to a judgment of any
court or otherwise, you shall indemnify us and hold us harmless from and against any cost (including
costs of conversion) and loss suffered by us as a result of receiving such amount in a Currency otherthan the Currency in which it was due.

5.7

Taxes: You shall at all times be fully responsible for payment of all taxes due and for the making of
all related claims whether for exemption from withholding taxes or otherwise, for filing any and/or all
tax returns and for providing any relevant tax authorities with all necessary information in relation to
any investment business we carry on for or with you or any investments which we hold on your behalf.
You should be aware of the possibility that other taxes or costs may exist that are not paid through or
imposed by us.

5.8

Costs resulting from use of distance means: In addition to the costs set out above, additional costs asagreed with you from time to time will be payable by you by virtue of the fact that this contract isentered into via email, telephone or fax.

5.9

Costs and charges disclosures: We shall provide you separately with appropriate information withregard to costs and charges related to the provision of our Services.

6

CONFLICTS OF INTEREST

6.1

Conflicts of interest policy: RBCCM forms part of a major banking group. It is therefore possible that
RBCCM or one of its subsidiaries or one of their officers, employees, representatives or agents (together“the Bank Group”) or another client of the Bank Group may have interests, relationships and/or
arrangements that give rise to conflicts of interest in relation to business that is transacted with you.
Conflicts of interest may also arise between our different clients. We have therefore established aconflicts of interest policy, a copy of which is available on request, and implemented procedures andarrangements to identify, prevent and manage such conflicts.

6.2

Pre-hedging: Unless otherwise agreed with you, we may choose to pre-hedge your orders ortransactions to enable us to provide liquidity, manage our risk, execute your orders and transactions, orfor other legitimate business reasons. We may trade prior to or alongside your transactions, including
to execute other Client transactions, hedge or source liquidity for market making purposes, manage ourrisk, or as part of a previously commenced trading strategy, any of which may potentially conflict with7

your interests. These transactions could impact the price of the underlying market and consequently theprice of your transactions. In addition, and regardless of how we choose to hedge or manage our risk,
any profit or loss resulting from that activity will accrue to us, unless we agree otherwise with you. Allsuch trading will occur in compliance with Applicable Regulations.
7

INFORMATION & DATA PROTECTION

7.1

Disclosure to others: We will treat all information we hold about you, the Client ("Client
Information"), including any personal data we hold relating to your staff and corporate contacts, asprivate and confidential even when you are no longer a customer. We will not disclose any suchinformation to others except: (i) to the extent we are required to do so by any Applicable Regulations;(ii) where there is a duty to the public to disclose it; (iii) where our interests require disclosure; or (iv)
at your request or with your consent. You consent to our disclosure of Client Information to othermembers of the Bank Group, to companies that provide a service to us or to you, to Applicable
Regulators, to stock exchanges and clearing authorities in any jurisdiction, to the operator of any systemon which you have been granted access and to persons to whom we transfer our rights and obligations
under this Agreement.

7.2

Our use of information: You agree that we and other companies in the Bank Group may hold andprocess by computer or otherwise Client Information and may use any of that information to administerand operate your account and to provide any Service to you, to monitor and analyse the conduct of youraccount, to assess any credit limit or other credit decision (as well as the interest rate, fees and othercharges to be applied to your account), to enable us to carry out statistical and other analysis, to comply
with Applicable Regulations and co-operate with Applicable Regulators and to protect our businesses
against fraud and other financial crime.

7.3

Marketing: Unless you have notified us in writing to the contrary, we and the other companies in the
Bank Group may analyse and use Client Information to enable us to provide you with certain
information (by post, telephone, email or other medium, using the business contact details you havegiven us) about products and Services offered by us (or by other companies in the Bank Group or
selected third parties) which we believe may be of interest to you. If you do not wish to receive
marketing information, please let us know by contacting us in writing.

7.4

Data protection:

7.4.1

As a professional client, any personal data we hold in connection with you and your account (the"Personal Data") relates to your staff and corporate contacts. It may include information obtained
from third parties.

7.4.2

In using and disclosing the Client Information as discussed above, we may transfer Personal Data to
any country, including countries which may not have data protection laws as strict as in the United
Kingdom. In those cases, we will ensure that any transferred Personal Data is protected by appropriate
measures in accordance with Applicable Regulations. Transferred Personal Data may nonetheless beaccessed by law enforcement agencies and other authorities in these countries.

7.4.3

We will retain Personal Data for a period of up to seven years.

7.4.4

Except in limited circumstances, where we might seek the consent of the relevant individuals outside
the scope of this Agreement, we do not rely on individual consent to allow us to process Personal
Data as described in this clause 7. Our processing is permitted by applicable data protection law
because it is (i) necessary for the purposes of our legitimate interests in pursuing the purposes8described in clauses 7.2 and 7.3 (which are not overridden by prejudice to the relevant individuals'
privacy); and/or, in some cases, (ii), necessary so that we can comply with Applicable Regulations.
7.4.5

Individuals about whom we process Personal Data may request a copy of their Personal Data. They
also have the right to require us to correct their Personal Data if it is inaccurate and in somecircumstances they can require us to delete, or object to or require us to restrict our processing of,their Personal Data. In particular, they can require us to cease processing their Information formarketing purposes as described in clause 7.3. We will also, on request, provide them with further
details of the international transfers, and with an explanation and copies of the related safeguards,
referred to in clause 7.4.2. Individuals wishing to exercise any of these rights should write to the Data
Protection Officer, RBC Capital Markets at the registered address of RBCCM. We reserve the rightto require appropriate proof of identity.

7.4.6

By entering into this Agreement you confirm that, in respect of each individual whose Personal Data
you provide to us, you are able lawfully to provide that Personal Data to us and will, before doing so,
ensure that they have been informed of (unless they already know) our identity, the Personal Data (orcategories of Personal Data) to be disclosed and the information set out in clauses 7.1 to 7.4.5 above.

8

INSTRUCTIONS AND BASIS OF DEALING

8.1

Placing of instructions: You may give us instructions in writing (including fax), by email or otherelectronic means or orally (including by telephone), unless we tell you that instructions can only begiven in a particular way. We will not be liable for any action we take in good faith, pursuant to receipt
of instructions from you, nor will we be responsible for verifying the accuracy of instructions received
from you. If you give instructions by telephone, your conversation will be recorded. If any instructions
are received by us by telephone, computer or other medium, we may ask you to confirm such
instructions in writing. We shall be authorised to follow instructions notwithstanding your failure toconfirm them in writing. Instructions for the simultaneous sale and purchase of a security on behalf ofthe same beneficial owner may not be given under this Agreement. In this Agreement "instructions"and "orders" have the same meaning.

8.2

Authority: We shall be entitled to act for you upon instructions given or purporting to be given by youor any person authorised on your behalf without further enquiry as to the genuineness, authority or
identity of the person giving or purporting to give such instructions.

8.3

Cancellation of instructions: We will only cancel your instructions upon your request if we have notacted upon those instructions. We may cancel your instructions where required in accordance with
Applicable Regulations or otherwise where required by an Applicable Regulator.

8.4

Right not to accept orders: We may, but shall not be obliged to, accept instructions to enter into a
Transaction. If we decline to enter into a proposed Transaction, we shall not be obliged to give a reason.
We shall promptly notify you accordingly.

8.5

Aggregation of orders: We may combine your order with our own orders, orders of Associates and/or
orders of other clients. By combining your orders with those of other clients we must consider it
unlikely that such aggregation will be to the disadvantage of our customer. However, aggregation may
work to your disadvantage in relation to a particular order. Where we aggregate your order with ourown orders, orders of Associates and/or orders of other clients, your order will be allocated fairly andpromptly.

8.6

Execution of orders: We shall use our reasonable endeavours to execute any order promptly, but inaccepting your orders we do not represent or warrant that it will be possible to execute such order or9that execution will be possible according to your instructions. We shall carry out an order on your behalf
only when the relevant market is open for dealings, and we shall deal with any instructions received
outside market hours as soon as possible when that relevant market is next open for business (inaccordance with the rules of that market). Orders will be executed in accordance with our Best
Execution Policy, information on which has been provided to you. We are required to obtain your priorconsent to our Best Execution Policy. You will be deemed to provide such consent when you give anorder after 1 January 2018. We are also obliged to obtain your prior express consent before we execute
an order outside of a Trading Venue in an instrument traded on a Trading Venue. The Client Consents
Letter that you will have been provided explains how you can provide this consent.
For the avoidance of doubt, where we undertake foreign exchange transactions with you which have asettlement date greater than the trade date plus two days, then such transaction may be subject to certain
post-trade transparency reporting requirements. Where you believe that such transaction should not be
subject to such post-trade transparency reporting requirements for any reason, then you must advise us
at the time of execution in order that such transaction can be correctly classified as such.
8.7

Confirmations: We shall send you confirmations of the details of the Transactions at the end of the
trading day for any Transactions that we have executed on your behalf on that trading day, by electronic
mail or fax to the e-mail address or fax number on record for you. It is your responsibility to inform usof any change to your e-mail address, the non-receipt of a confirmation, or whether any confirmations
are incorrect before settlement. Confirmations shall, in the absence of manifest error, be conclusive
and binding on you, unless we receive from you objection in writing within one Business Day of
despatch to you or we notify you of an error in the confirmation within the same period.

8.8

Performance and settlement: You will promptly deliver any instructions, money, documents,
information or property deliverable by you under a Transaction in accordance with that Transaction as
modified by any instructions given by us for the purpose of enabling us to perform our obligations
under the relevant matching transaction (including settlement) on an Exchange/Market or with anintermediate broker. All market transactions should be settled or delivered in accordance with therelevant market rules. You acknowledge that markets have cut-off times, and that we may not always
be able to settle a Transaction on the due date for settlement. Following us notifying you of theexecution of a CSDR Transaction, you agree to provide us a written allocation with all the informationreferred to in Article 2 of the Settlement Discipline RTS, each within the timeframes stipulated in that
Article. You agree that where you send us written allocations under this Clause 8.8, this also constitutes
written confirmation of your acceptance of the terms of the CSDR Transaction. You may provide thewritten allocation and written confirmation by any communication procedure agreed between you andus. We shall confirm receipt of any written allocation or written confirmation within the timeframe
required under Article 2 of the Settlement Discipline RTS. You shall not be required to provide thewritten allocation and written confirmation under this Clause 8.8 in relation to the execution of a CSDR
Transaction where you grant us access to, or otherwise make available to us, on an ongoing basis, theinformation referred to in Article 2 of the Settlement Discipline RTS.

8.9

Amendments: Once given, instructions may only be withdrawn or amended with our consent.

8.10

Intermediate brokers and other agents: We may, at our entire discretion, arrange for any Transaction
to be effected with or through the agency of an intermediate broker, who may be an associate of ours,
and may not be in the United Kingdom. Neither we nor our respective directors, officers, employees oragents will be liable to you for any act or omission of an intermediate broker or agent. No responsibility
will be accepted for intermediate brokers or agents selected by you.

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8.11

Trading and position limits: In relation to the Services that we provide to you under this Agreement,
we may set out and communicate to you appropriate trading and position limits to mitigate and manage
regulatory requirements, as well as our own counterparty, liquidity, operational and other risks. We will
monitor your positions against such limits as close to real-time as possible. We may also require you tolimit the number of open positions which you may have with us at any time, with failure to comply
potentially resulting in our taking action to ensure such positions are maintained, including (but notlimited to) closing out positions.

8.12

Market abuse and conduct: You shall observe the standard of behaviour reasonably expected of
persons in your position in relation to any relevant market and not take any step which would cause us
to fail to observe the standard of behaviour reasonably expected of persons in our position.

9

TRANSACTION REPORTING, MARKET TRANSPARENCY AND POSITION REPORTING

9.1

General: Under Applicable Regulations, we may be obliged to make information about certain
Transactions public. You agree and acknowledge that any and all proprietary rights in such Transaction
information are owned by us and you waive any duty of confidentiality attaching to the information
which we reasonably disclose.

9.2

Transaction reporting: We may from time to time be required to report details of your Transactions
and details about you to an Applicable Regulator pursuant to Applicable Regulation (including, without
limitation, pursuant to Article 26 MiFIR) (a "Transaction Reporting Requirement").

9.3

Market transparency: We may from time to time be required:(a)to provide information relating to your Transactions and details about you to an Execution Venue
pursuant either to Applicable Regulation or pursuant to the rules or procedures of, or any othercontractual or other arrangement with, the applicable Execution Venue, to enable such Execution
Venue to comply with its requirements to make public transaction details pursuant to Applicable
Regulations (including, without limitation, pursuant to Titles II and III of MiFIR);(b)where we are acting as an Execution Venue or UK Designated Reporter, to make public
transaction information relating to your Transactions and details about you pursuant toApplicable Regulations (including, without limitation, pursuant to Titles II and III of MiFIR);
and

(c)

where we are acting as a Systematic Internaliser for Financial Instruments traded on a Trading
Venue, to make public quotes in respect of such Financial Instruments (including, without
limitation, in response to requests for quotes from you) (including, without limitation, pursuant
to Title III of MiFIR),

each a "Market Transparency Requirement".
9.4

Position reporting: Where we are trading in commodity derivatives, emission allowances or derivatives
thereof, we may from time to time be required:(a)where such trades are conducted on a Trading Venue, to provide information relating to thepositions in such Financial Instruments of you (and of your own clients, and clients thereof, until
the end client is reached) (together, "Members of the Client Chain") and details about each
Member of the Client Chain), to an Execution Venue pursuant either to Applicable Regulationor pursuant to the rules or procedures of, or any other contractual or other arrangement with, theapplicable Execution Venue to enable such Execution Venue to comply with its requirements tomake public transaction details pursuant to Applicable Regulation; and

11

(b)

where such trades are conducted outside a Trading Venue, to report information relating toMembers of the Client Chain and their positions to an Applicable Regulator pursuant toApplicable Regulation (including, without limitation, pursuant to Applicable Regulations
implementing Article 58 MiFID2),

together the "Position Reporting Requirements".
9.5Counterparty Data: We may from time to time require you to provide such information (and updates
to such information as may have already been provided) relating to you and your agents, employees,
underlying principals or others and (in respect of Position Reporting Requirements) any other Membersof the Client Chain as we may reasonably require in order to comply with any Market Transparency
Requirements, Position Reporting Requirements or Transaction Reporting Requirements as we may
reasonably believe may arise in respect of your Transactions or the Services provided or expected to beprovided to you ("Counterparty Data").

9.6

Provision of Counterparty Data: You:(a)agree to deliver to us such Counterparty Data as requested by us in time for us to comply with
our Transaction Reporting Requirements, Position Reporting Requirements or Market
Transparency Requirements, as applicable;(b)represent to us that such Counterparty Data as you deliver is, at the time of delivery, true, accurate
and complete in every material respect;(c)acknowledge and agree that we may rely on the Counterparty Data without investigation, unlessand until you inform us otherwise; and(d)undertake to provide us, on reasonable notice, with any material changes or updates to theCounterparty Data.

9.7

Reception and transmission of orders: Where you receive and transmit an order relating to a Financial
Instrument to us, we shall be under no obligation (unless expressly agreed otherwise) to report thetransaction resulting from the order concerned or transmit the order details to another investment firmin accordance with Article 4 of MiFID2 RTS 22.

9.8

Systematic Internaliser Confirmation: We and you shall, before concluding outside the rules of a
Trading Venue any Transaction in a Financial Instrument between you and us (whether acting as, or on
behalf of, the buyer or seller thereof), confirm to each other whether each is a Systematic Internaliser
in respect of the relevant Financial Instrument. Where required by Applicable Regulation, we shallprovide details of our policies in respect of transacting as a Systematic Internaliser athttps://www.rbccm.com/en/policies-disclaimers.page.

10

BANKS

10.1

Approved bank: As an approved bank for the purposes of the Client Money Rules, we act as banker
rather than as trustee in respect of any money we hold on your behalf in an account with ourselves, andhold such monies on a full ownership basis. As a result, we will not hold your money in accordancewith the Client Money Rules. In particular, we shall not segregate your money from ours and we shallnot be liable to account to you for any profits made by our use as banker of such funds. You have theoption to request that such monies are held within the scope of the Client Money Rules; however weare not obliged to agree to such a request. You also acknowledge that, where we become subject toinsolvency proceedings, CASS 7A of the FCA’s Client Assets Sourcebook (the “Client Money

12

Distribution Rules”) will not apply to the money we hold for you and so you will not be entitled toshare in any distribution under the Client Money Distribution Rules.
If there are circumstances in which we cease to hold money for you as banker, and will instead holdmoney for you as trustee under the Client Money Rules, we will provide additional information
explaining such circumstances, and will provide additional terms regarding the holding of money
under the Client Money Rules which you acknowledge and agree will form part of the Agreement.
Additionally, you agree that money will not be treated as client money in respect of any delivery
versus payment transactions where we settle through (in our capacity as a direct member orparticipant or where we are sponsored by such a direct member or participant) a system commerciallyavailable to firms that are members or participants, a purpose of which is to facilitate the settlement oftransactions using money and/or assets held on one or more settlement accounts, if:(a) in respect of a purchase, we intend the money from you to be due to us within one business day
following the fulfilment of our delivery obligation to you; or(b) in respect of a sale, we intend the money in question to be due to you within one business day
following the fulfilment of your delivery obligation to us,(the "DVP exemption") provided that we will stop using the DVP exemption in respect of any
particular transaction if the relevant payment or delivery by us to you has not occurred by the close ofbusiness on the third business day following the date on which we make use of the DVP exemption in
respect of that transaction.
10.2

Interest: Unless otherwise agreed in writing, we shall not pay you interest, nor account to you for profits
earned, on any funds held in accounts with us.

10.3

Definition: In this Agreement, Client Money Rules means the provisions of the FCA's Client Assets
Sourcebook relating to client money.

11

REPRESENTATIONS, WARRANTIES AND COVENANTS

11.1

Representations and warranties: You represent and warrant to us on the date this Agreement comes
into effect and as of the date of each Transaction that:(a) you have all necessary authority, powers, consents, licences and authorisations and have taken allnecessary action to enable you lawfully to enter into and perform this Agreement and such Transaction
and to grant the security interests and powers referred to in this Agreement;(b) the persons entering into this Agreement and each Transaction on your behalf have been duly
authorised to do so;(c) this Agreement, each Transaction and the obligations created under them both are binding upon you
and enforceable against you in accordance with their terms (subject to applicable principles of equity)and do not and will not violate the terms of any regulation, order, charge or agreement by which you
are bound;(d) no Event of Default or any event which may become (with the passage of time, the giving of notice,the making of any determination or any combination of the above) an Event of Default (a Potential
Event of Default) has occurred and is continuing with respect to you or any Credit Support Provider;(e) you act as principal and sole beneficial owner (but not as trustee) in entering into this Agreement
and each Transaction;

13

(f) any information which you provide or have provided to us in respect of your financial position,
domicile or other matters is accurate and not misleading in any material respect;(g) you are willing and financially able to sustain a total loss of funds resulting from Transactions andtrading of such Transactions is a suitable investment vehicle for you;(h) except as otherwise agreed by us, you are the sole beneficial owner of all margin you transfer under
this Agreement, free and clear of any security interest whatsoever other than a lien routinely imposedon all securities in a clearing system in which such securities may be held; and(i) unless otherwise agreed with us, you do not and will not use the contractual relationship between
you and us established pursuant to this Agreement as a basis for providing Clearing Services in respectof derivative contracts to any of your clients as part of an indirect clearing arrangement in relation to
any CCP established in the EU.
11.2

Covenants: You covenant to us that:(a) you will at all times obtain and comply, and do all that is necessary to maintain in full force andeffect, all authority, powers, consents, licences and authorisations referred to in this clause;(b) you will promptly notify us of the occurrence of any Event of Default or Potential Event of Default
with respect to yourself or any Credit Support Provider;(c) you will use all reasonable steps to comply with all Applicable Regulations in relation to thisAgreement and any Transaction, so far as they are applicable to you or us;(d) you will not send orders or otherwise take any action that could create a false impression of thedemand or value for a security/financial instrument, or send orders which you have reason to believe
are in breach of Applicable Regulations. You shall observe the standard of behaviour reasonably
expected of persons in your position and not take any step which would cause us to fail to observe thestandard of behaviour reasonably expected of persons in our position; and(e) upon demand, you will provide us with such information as we may reasonably require to evidence
the matters referred to in this clause or to comply with any Applicable Regulations.

12

EVENTS OF DEFAULT, TERMINATION OF AGREEMENT, AND NETTING

12.1

Events of Default: If at any time:(a) you fail to make any payment when due under this Agreement or to make or take delivery of any
property when due under, or to observe or perform any other provision of this Agreement and such
failure continues for one Business Day after we give you notice of non-performance;(b) you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation,an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or
your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any
corporate or other law with potential application to you, if insolvent), or seeking the appointment of atrustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a14

"Custodian") of you or any substantial part of your assets; or if you take any corporate action toauthorise any of the foregoing;(c) an involuntary case or other procedure is commenced against you seeking or proposing liquidation,
reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief withrespect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law(including any corporate or other law with potential application to you, if insolvent) or seeking theappointment of a Custodian of you or any substantial part of your assets;(d) you or any Credit Support Provider (or any Custodian acting on behalf of either of you) disaffirm,
disclaim or repudiate any obligation under this Agreement or any guarantee, hypothecation agreement,
margin or security agreement or document, or any other document containing an obligation of a third
party ("Credit Support Provider"), or of you, in favour of us supporting any of your obligations under
this Agreement (individually a "Credit Support Document");(e) any representation or warranty made or given or deemed made or given by you under this Agreement
or any Credit Support Document proves to have been false or misleading in any material respect as at
the time it was made or given or deemed made or given;(f) (i) any Credit Support Provider fails to comply with or perform any agreement or obligation to becomplied with or performed by you or it in accordance with the applicable Credit Support Document;(ii) any Credit Support Document expires or ceases to be in full force and effect prior to the satisfactionof all your obligations under this Agreement, unless otherwise agreed in writing by us; (iii) any
representation or warranty made or given or deemed made or given by any Credit Support Provider
pursuant to any Credit Support Document proves to have been false or misleading in any material
respect as at the time it was made or given or deemed made or given or (iv) any event referred to inparagraphs (b) to (d) or (g) of this sub-clause occurs in respect of any Credit Support Provider;(g) you are dissolved, or, if your capacity or existence is dependent upon a record in a formal register,
the registration is removed or ends, or any procedures are commenced seeking or proposing yourdissolution, removal from such a register, or the ending of such a registration;(h) where you or your Credit Support Provider is a partnership, any of the events referred to inparagraphs (b) to (d) or (g) of this sub-clause occurs in respect of one or more of your or its partners;(i) we consider it necessary or desirable to prevent what we consider is or might be a violation of any
Applicable Regulation or good standard of market practice;(j) 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 yourobligations under this Agreement; or(k) any event of default (however described) occurs in relation to you under any other agreement which
you are a party to.
then we may exercise our rights under clause 12.2 below, except that, if so specified by us in writing in
the case of the occurrence of any Event of Default specified in paragraphs (b) or (c) of this sub-clause(each a "Bankruptcy Default"), the provisions of clause 12.3 shall apply.

15

12.2

Termination on notice: Subject to clause 12.3 below, at any time following the occurrence of an Eventof Default, we may, by notice to you, specify a day (the "Liquidation Date") for the termination andliquidation of Transactions in accordance with the provisions of clause 12.4 below.

12.3

Automatic termination: Unless we specify otherwise, the date of the occurrence of any Bankruptcy
Default shall automatically constitute a Liquidation Date ("Automatic Termination"), without theneed for any notice by us and the provisions of clause 12.4 shall then apply.

12.4

Calculation of Liquidation Amount: Upon the occurrence of a Liquidation Date:(a) neither of us shall be obliged to make any further payments or deliveries under any Transactions
which would, but for this clause, have fallen due for performance on or after the Liquidation Date andsuch obligations shall be satisfied by settlement (whether by payment, set-off or otherwise) of theLiquidation Amount;(b) we shall (on, or as soon as reasonably practicable after, the Liquidation Date) determine (discounting
if appropriate), in respect of each Transaction referred to in paragraph (a) of this sub-clause, its total
cost, loss or, as the case may be, gain, in each case expressed in the Currency specified by us as suchin writing or, failing any such specification, the lawful Currency of the United Kingdom (the "BaseCurrency") (and, if appropriate, including any loss of bargain, cost of funding or, without duplication,
cost, loss or, as the case may be, gain as a result of the termination, liquidation, obtaining, performing
or re-establishing of any hedge or related trading position) as a result of the termination, pursuant tothis Agreement, of each payment or delivery which would otherwise have been required to be madeunder such Transaction (assuming satisfaction of each applicable condition precedent and having due
regard, if appropriate, to such market quotations published on, or official settlement prices set by, therelevant Exchange/Market as may be available on, or immediately preceding, the date of calculation);and(c) we shall treat each cost or loss to us, determined as above, as a positive amount and each gain byus, so determined, as a negative amount and aggregate all of such amounts to produce a single, net
positive or negative amount, denominated in the Base Currency (the "Liquidation Amount").

12.5

Payer: If the Liquidation Amount determined pursuant to clause 12.4 above is a positive amount, you
shall pay it to us and if it is a negative amount, we shall pay it to you. We shall notify you of theLiquidation Amount, and by whom it is payable, immediately after the calculation of such amount.

12.6

Other transactions: Where termination and liquidation occurs in accordance with clause 12.4 above,
we shall also be entitled, at our discretion, to terminate and liquidate, in accordance with the provisionsof clause 12.4 above, any other transactions entered into between us which are then outstanding.

12.7

Payment: The Liquidation Amount shall be paid in the Base Currency by the close of business on theBusiness Day following the completion of the termination and liquidation under clause 12.4 above(converted as required by applicable law into any other Currency, any costs of such conversion to beborne by you, and (if applicable) deducted from any payment to you). Any Liquidation Amount not
paid on the due date shall be treated as an unpaid amount and bear interest, at the rate as reasonably
determined by us to be the cost of funding such overdue amount. Interest will accrue on a daily basis
and will be due and payable by you as a separate debt.

12.8

Base Currency: For the purposes of any calculation hereunder, we may convert amounts denominatedin any other Currency into the Base Currency at such rate prevailing at the time of the calculation as
we shall reasonably select.

16

12.9

Payments: Unless a Liquidation Date has occurred or has been effectively set, we shall not be obliged
to make any payment or delivery scheduled to be made by us under a Transaction for as long as an
Event of Default or a Potential Event of Default with respect to you has occurred and is continuing.

12.10 Additional rights: Our rights under this clause shall be in addition to, and not in limitation or exclusionof, any other rights which we may have (whether by agreement, operation of law or otherwise).
12.11 Application of netting to Transactions: This clause applies to each Transaction entered into or
outstanding between us on or after the date this Agreement takes effect.
12.12 Single agreement: This Agreement, the particular terms applicable to each Transaction, and allamendments to any of them shall together constitute a single agreement between us. We both
acknowledge that all Exchange/Market Transactions entered into on or after the date this Agreementtakes effect are entered into in reliance upon the fact that the Agreement and all such terms constitutea single agreement between us.
12.13 Other agreements: Subject to clause 12.6 above, the provisions of this clause shall not apply to anytransaction which is subject to liquidation and termination under another agreement. However, any
sum resulting from a liquidation and termination under another agreement, may be set-off against the
Liquidation Amount.
12.14 Closing out: Unless otherwise agreed in writing between us, or the Rules of any relevant
Exchange/Market provide otherwise, if we enter into any Transaction with you in order to close out any
existing Transaction between us then our respective obligations under both such Transactions shall
automatically and immediately be terminated upon entering in to the second Transaction, except forany settlement payment due from one of us to the other in respect of such close-out.
13

DEFAULT AND TERMINATION OF AGREEMENT

13.1

Rights on default: On an Event of Default or at any time after we have determined, in our absolute
discretion, that you have not performed (or we reasonably believe that you will not be able or willingin the future to perform) any of your obligations to us, in addition to our rights under clause 12, weshall be entitled without prior notice to you:(i) instead of returning to you investments equivalent to those credited to your account, to pay to you
the fair market value of such investments at the time we exercise such right; and/or(ii) to sell such of your investments as are in our possession or in the possession of any nominee or third
party appointed under or pursuant to this Agreement, in each case as we may in our absolute discretionselect, and upon such terms as we may in our absolute discretion think fit (without being responsible
for any loss or diminution in price) in order to realise funds sufficient to cover any amount due by you
hereunder; and/or(iii) to close out, replace or reverse any transaction, buy, sell, borrow or lend or enter into any othertransaction or take, or refrain from taking, such other action at such time or times and in such manner
as, at our sole discretion, we consider necessary or appropriate to cover, reduce or eliminate our loss or
liability under or in respect of any of your contracts, positions or commitments; and/or(iv) to treat any or all Transactions then outstanding as having been repudiated by you, in which event
our obligations under such Transaction or Transactions shall thereupon be cancelled and terminated.

17

13.2

Termination: Unless required by Applicable Regulations, either party may terminate this Agreement(and the relationship between us) by giving ten days’ written notice of termination on the other. We
may terminate this Agreement immediately if you fail to observe or perform any provision of thisAgreement, or in the event of your insolvency.
Upon terminating this Agreement, all amounts payable by you to us will become immediately due andpayable including (but without limitation):(a) all outstanding fees, charges and commissions; and(b) any dealing expenses incurred by terminating this Agreement; and(c) any losses and expenses realised in closing out any transactions or settling or concluding outstanding
obligations incurred by us on your behalf.

13.3

Existing rights: Termination shall not affect the outstanding rights and obligations (in particular
relating to the Indemnities, Limitation of Liability, Governing Law and the Miscellaneous clauses) andTransactions which shall continue to be governed by this Agreement and the particular clauses agreed
between us in relation to such Transactions until all obligations have been fully performed.

13.4

Our default: Without prejudice to the remedies available to us under clauses 12 or 13, if an event under
Clause 12.1(b) or (c) occurs with respect to us, you will be entitled to take any or all of the actions set
out under clause 12.2, provided that such default shall only apply in respect of those transactions madewith the relevant defaulting Royal Bank of Canada entity. All relevant references in clause 12 and 13
shall apply mutatis mutandis.

14

EXCLUSIONS, LIMITATIONS AND INDEMNITY

14.1

General exclusion: Neither we nor our directors, officers, employees, or agents shall be liable for any
losses, damages, costs or expenses, whether arising out of negligence, breach of contract,misrepresentation or otherwise, incurred or suffered by you under this Agreement (including from any
Transaction or where we have declined to enter into a proposed Transaction) unless such loss is areasonably foreseeable consequence or arises directly from our or their respective gross negligence,
wilful default or fraud. In no circumstance shall our liability include losses suffered by you or any third
party for any special damage, or loss of profits or loss of goodwill or loss of business opportunity arisingunder, or in connection with, this Agreement, whether arising out of negligence, breach of contract,misrepresentation or otherwise. Nothing in this Agreement will limit our liability for death or personal
injury resulting from our negligence.

14.2

Tax implications: Without limitation, we do not accept liability for any adverse tax implications of
any Transaction whatsoever.

14.3

Changes in the market: Without limitation, we do not accept any liability by reason of any delay orchange in market conditions before any particular Transaction is effected.

14.4

Force majeure: In this Agreement "force majeure" shall mean any cause preventing either party fromperforming any or all of its obligations which arise from, or are attributable to, either acts, events oromissions or accidents beyond the reasonable control of the party so prevented, including, but without
limitation, any breakdown, malfunction or failure of transmission, act of God, war, terrorism,
emergency (as defined in the Civil Contingencies Act 2004), malicious damage, civil commotion,communication or computer failures, industrial action, acts and regulations of any governmental or
supranational bodies or authorities or the failure of any relevant intermediate broker, agent or principal18

of ourselves, custodian, sub-custodian, dealer, Exchange/Market, clearing house or regulatory or selfregulatory organisation. Nothing in this Agreement will exclude or restrict any duty or liability we may
have to you under the regulatory system (as defined in the Rules of the Relevant Regulator), which may
not be excluded or restricted thereunder.
If either Party is prevented from performing any of its obligations under this Agreement by force
majeure, the party shall serve notice in writing on the other party specifying the nature and extent of
the circumstances. There will be no obligation to perform any of our obligations under this Agreementon the occurrence of a force majeure event or while a force majeure event is continuing. The party
claiming force majeure shall use all reasonable endeavours to bring the force majeure event to a closeor to find a solution by which the Agreement may be performed despite the continuance of a force
majeure circumstance and/or it shall take all reasonable steps to resume performance as soon as isreasonably possible following the cessation of a force majeure event. In any event the party claiming
force majeure shall not be liable to you for any delayed, partial or non-performance of its obligations
hereunder by reason of force majeure.
14.5

Indemnity: You shall pay to us such sums as we may from time to time require in or towards
satisfaction of any debit balance on any of your accounts with us and, on a full indemnity basis, any
losses, liabilities, costs or expenses (including legal fees), taxes, imposts and levies which we may incuror be subjected to with respect to any of your accounts or any Transaction or any matching Transaction
on an Exchange/Market or with an intermediate broker or as a result of any misrepresentation by youor any violation by you of your obligations under this Agreement (including any Transaction) or by theenforcement of our rights. To the extent that we receive, or we are required to make a payment of, any
amounts in respect of penalties levied pursuant to CSDR with respect to your securities and/or aTransaction undertaken by you, you agree to fully indemnify us for these, that these will be for youraccount and we will credit any penalties in your favour and you will pay (and will authorise us to debit
any cash sums held by us) any amounts due from you in relation to such penalties.

15

MISCELLANEOUS

15.1

Amendments: We have the right to amend the terms of this Agreement. If we make any materialchange to this Agreement, we will give at least ten business days’ written notice to you. Suchamendment will become effective on the date specified in the notice. Unless otherwise agreed, anamendment will not affect any outstanding order or Transaction or any legal rights or obligations which
may already have arisen.

15.2

Notices: Unless otherwise agreed, all notices, instructions and other communications to be given by
one of us to the other under this Agreement shall be given to the address or fax number of our respective
registered office.
Any notice, instruction or other communication shall, be deemed to take effect in the case of fax, on
dispatch and, in the case of airmail or first class pre-paid post, five Business Days after dispatch.
Notices, instructions and other communications made pursuant to this Agreement or any Transaction
shall not be effective if given by electronic mail.
Each notice, instruction or other communication to you (except confirmations of trade, statements ofaccount, and margin calls) shall be conclusive unless written notice of objection is received by us within
five Business Days of the date on which such document was deemed to have been received.
You will notify us in writing of any change of your address in accordance with this clause.

19

15.3

Investor protection schemes: We are a member of the Financial Services Compensation Scheme (the"Scheme") in the United Kingdom. The Scheme is only available to certain types of claimants andclaims. Payments to eligible claimants under the Scheme will vary depending on the type of protectedclaim (e.g. deposits or investments) the claimants hold with respect to the relevant institution. Payments
under the Scheme in respect of investments are 100% of a claim up to a maximum payment to any
eligible investor of GBP 85,000. Further information about compensation arrangements is available
from the Financial Services Compensation Scheme. Further details of the Scheme are available on
request or at the Scheme’s official website at www.fscs.org.uk.

15.4

Complaints procedure: We have internal procedures for handling complaints fairly and promptly. You
may submit a complaint to us, for example by letter, telephone, e-mail, or in person. Please contact us
if you would like further details regarding our complaints procedures.

15.5

Assignment: This Agreement shall be for the benefit of and binding upon us both and our respective
successors and assigns. You shall not assign, charge or otherwise transfer or purport to assign, charge
or otherwise transfer your rights or obligations under this Agreement or any interest in this Agreement,
without our prior written consent, and any purported assignment, charge or transfer in violation of thisclause shall be void.

15.6

Time of essence: Time shall be of the essence in respect of all obligations of yours under thisAgreement (including any Transaction).

15.7

Joint and several liability: If you are a partnership, or otherwise comprise more than one person, yourliability under this Agreement shall be joint and several. In the event of the death, bankruptcy, windingup or dissolution of any one or more of such persons, then (but without prejudice to the above or ourrights in respect of such person and his successors) the obligations and rights of all other such persons
under this Agreement shall continue in full force and effect.

15.8

Rights and remedies: The rights and remedies provided under this Agreement are cumulative and not
exclusive of those provided by law. We shall be under no obligation to exercise any right or remedy
either at all or in a manner or at a time beneficial to you. No failure by us to exercise or delay by us inexercising any of our rights under this Agreement (including any Transaction) or otherwise shall operate
as a waiver of those or any other rights or remedies. No single or partial exercise of a right or remedy
shall prevent further exercise of that right or remedy or the exercise of another right or remedy.

15.9

Set-off: Without prejudice to any other rights to which we may be entitled, we may at any time andwithout notice to you set off any amount (whether actual or contingent, present or future) owed by you
to us against any amount (whether actual or contingent, present or future) owed by us to you. For these
purposes, we may ascribe a commercially reasonable value to any amount which is contingent or which
for any other reason is unascertained.

15.10 Partial invalidity: If, at any time, any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceabilityof such provision under the law of any other jurisdiction shall in any way be affected or impaired.
15.11 Electronic signatures: Subject to Applicable Regulations, any communication between us using
electronic signatures shall be binding as if it were in writing.
15.12 Recording of calls: We may record telephone conversations without use of a warning tone to ensurethat the material terms of the Transaction, and any other material information relating to the Transaction
is promptly and accurately recorded. Such records will be our sole property and accepted by you as20

evidence of the orders or instructions given. A copy of the recording will be available on request for aperiod of five years and, where requested by the FCA or other relevant regulatory authority, for a periodof up to seven years.
15.13 Electronic communications: We will keep records of electronic communications between you and us.
Orders or instructions given to you via e-mail or other electronic means will constitute evidence of theorders or instructions given. A copy of the record will be available on request for a period of five years
and, where requested by the FCA or other relevant regulatory authority, for a period of up to sevenyears.
15.14 Our records: Our records, unless shown to be wrong, will be evidence of your dealings with us inconnection 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 in writing or are documents produced
by a computer. You will not rely on us to comply with your record keeping obligations, although
records may be made available to you on request at our absolute discretion.
15.15 Your records: You agree to keep adequate records in accordance with Applicable Regulations todemonstrate the nature of orders submitted and the time at which such orders are submitted.
15.16 Durable medium: we may be required from time to time, to provide you with certain information in a"durable medium", pursuant to Applicable Regulations. Such information may include information
relating to us and our Services, the nature and risks of certain financial instruments, safeguarding offinancial instruments and holding of client money, costs and associated charges and our Best Execution
Policy. You specifically consent to the provision by us of such information where not personallyaddressed to you and (where permitted by Applicable Regulation) by means of a website.
15.17 Third party rights: This Agreement shall be for the benefit of, and binding upon, us both and ourrespective successors and assigns. You shall not assign, charge or otherwise transfer or purport toassign, charge or otherwise transfer your rights or obligations under this Agreement or any interest in
this Agreement, without our prior written consent, and any purported assignment, charge or transfer inviolation of this clause shall be void. A person who is not a party to this Agreement has no right under
the Contracts (Rights of Third Parties) Act 1999 to enforce any of this Agreement.
15.18 Co-operation for proceedings: If any action or proceeding is brought by or against us in relation tothis Agreement or arising out of any act or omission by us required or permitted under this Agreement,
you agree to co-operate with us to the fullest extent possible in the defence or prosecution of such action
or proceeding.
16

GOVERNING LAW AND JURISDICTION

16.1

Governing law: A Transaction which is subject to the Rules of an Exchange/Market shall be governedby the law applicable to it under those Rules. Subject thereto, this Agreement shall be governed by,
and construed in accordance with, English law.
The law applicable to the relationship between us prior to the conclusion of this Agreement is English
law.

16.2

Jurisdiction: Each of the parties irrevocably:(a) agrees for our benefit that the courts of England shall have jurisdiction to settle any suit, action orother proceedings relating to this Agreement ("Proceedings") and irrevocably submits to the jurisdictionof such courts (provided that this shall not prevent us from bringing an action in the courts of any otherjurisdiction); and21

(b) waives any objection which it may have at any time to the laying of venue of any Proceedings
brought in any such court and agrees not to claim that such Proceedings have been brought in aninconvenient forum or that such court does not have jurisdiction over it.
16.3

Waiver of immunity and consent to enforcement: You irrevocably waive to the fullest extent permitted
by applicable law, with respect to yourself and your revenue and assets (irrespective of their use orintended use) all immunity on the grounds of sovereignty or other similar grounds from (i) suit; (ii)jurisdiction of any courts; (iii) relief by way of injunction, order for specific performance or forrecovery of property; (iv) attachment of assets (whether before or after judgment); and (v) execution or
enforcement of any judgment to which you or your revenues or assets might otherwise be entitled in
any Proceedings in the courts of any jurisdiction and irrevocably agree that you will not claim any
immunity in any Proceedings. You consent generally in respect of any Proceedings to the giving of
any relief or the issue of any process in connection with such Proceedings, including, without limitation,
the making, enforcement or execution against any property whatsoever (irrespective of its use orintended use) of any order or judgment which may be made or given in such Proceedings.

16.4

Service of process: If you are situated outside England and Wales, the process by which any
Proceedings in England are begun may be served on you by being delivered to your registered officeor any other address that you have notified to us in writing. This does not affect our right to serve
process in another manner permitted by law.

17

INTERPRETATION

17.1

Interpretation: In this Agreement:"Affiliated Company" means: (in relation to a person) an undertaking in the same group as that person;"Applicable Regulations" means:(i) Rules of the Relevant Regulators or any other rules of a relevant regulatory authority; (ii) the Rulesof the relevant Exchange/Market; and (iii) all other applicable laws, rules and regulations as in force fromtime to time, as applicable to this Agreement;"Applicable Regulator" means each of the FCA, PRA, ESMA or any other relevant regulatory authority
regulating us in any jurisdiction (whether in the UK, another country or transnational), including any
successor or replacement authorities;"Associate" means: (in relation to a person ("A")):(a) an Affiliated Company of A;(b) an appointed representative of A or of any Affiliated Company of A;(c) any other person whose business or domestic relationship with A or his Associate might reasonably
be expected to give rise to a community of interest between them which may involve a conflict of interestin dealings with third parties;"Business Day" means a day (other than a Saturday or Sunday) on which:(i) in relation to a date for the payment of any sum denominated in (a) any Currency (other than euro),banks generally are open for business in the principal financial centre of the country of such Currency;or (b) euros, settlement of payments denominated in euros is generally possible in London or any otherfinancial centre in Europe selected by us in writing; and (ii) in relation to a date for the delivery of any
property, property of such type is capable of being delivered in satisfaction of obligations incurred in the22market in which the obligation to deliver such first property was incurred; and (iii) for all other purposes,
is not a bank holiday or public holiday in London;"CCP" means a central counterparty or clearing house;"Clearing Services" means Services relating to the clearing of Financial Instruments provided by us in
the capacity of general clearing member;"Client" means the body corporate with whom RBCCM has entered into these Terms of Business;“CSDR” means Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July
2014 on improving securities settlement in the European Union and on central securities depositories andamending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012;“CSDR Transaction” means any transaction which you undertake with or through us which is within
the scope of Article 5(1) CSDR, except where an exemption under Article 2 of the EU Settlement
Discipline RTS applies;"Currency" shall be construed so as to include any unit of account;"DEA Activities" means any activity undertaken by or on behalf of you, a delegate or any employee,
officer or agent of the foregoing through or in connection with the DEA Services;"DEA Services" means the provision of access to a Trading Venue through direct market access facilities(or other electronic access facilities) provided or sponsored by us;"Designated Office" means, in relation to either of us, the office from or to which this Agreement isaddressed, and any other office(s) agreed by us both in writing, to be our respective Designated Office(s)for the purposes of this Agreement;"EBA" means the European Banking Authority;"Electronic Services" means a service provided by us, for example an internet trading service offeringclients access to information and trading facilities, via an internet service, a WAP service and/or anelectronic order routing system;"ESMA" means the European Securities and Markets Authority;"Event of Default" means any of the events of default as listed in Clause 12 in these Terms of Business;"Exchange" means any of the following exchanges: LIFFE, Eurex, LME, ICE Futures, Euronext or any
other exchange on which we agree to enter into Transactions with you;
"Execution Venue" means a Trading Venue (or its operator), a Systematic Internaliser or a market makeror liquidity provider (within the meaning contemplated at Article 1 of MiFID2 RTS 27);
"Financial Instruments" has the meaning given to it in MiFID2;

23

"MAR" means Regulation (EU) 596/2014 on market abuse as at 11:00PM on 31 December 2021 as
implemented in UK law or regulation applying, superseding, supplementing, amending, modifying, reenacting, re-making, consolidating or replacing it;"Market" means any multilateral trading facility, automated trading facility, organised trading facility,
or systematic internaliser whether regulated or unregulated;"MiFID2" means Directive 2014/65/EU on markets in financial instruments as applied, superseded,
supplemented, amended, modified, re-enacted, re-made, consolidated or replaced in UK law or
regulation;"MiFID2 Delegated Regulation" means the Commission Delegated Regulation (EU) 2017/565
supplementing MiFID2 as regards organisational requirements and operating conditions for investment
firms and defined terms for the purposes of that Directive as at 11:00PM on 31 December 2021 as
implemented in UK law or regulation applying, superseding, supplementing, amending, modifying, reenacting, re-making, consolidating or replacing it;"MiFID2 RTS 6" means the Commission Delegated Regulation (EU) 2017/589 supplementing MiFID2
with regard to regulatory technical standards specifying the organisational requirements of investment
firms engaged in algorithmic trading as at 11:00PM on 31 December 2021 as implemented in UK law or
regulation applying, superseding, supplementing, amending, modifying, re-enacting, re-making,consolidating or replacing it;"MiFID2 RTS 22" means the Commission Delegated Regulation (EU) 2017/590 supplementing MiFIRwith regard to regulatory technical standards for the reporting of transactions to competent authorities as
at 11:00PM on 31 December 2021 as implemented in UK law or regulation applying, superseding,
supplementing, amending, modifying, re-enacting, re-making, consolidating or replacing it;"MiFID2 RTS 27" means the Commission Delegated Regulation (EU) 2017/575 supplementing MiFID2
with regard to regulatory technical standards concerning the data to be published by execution venues on
the quality of execution of transactions as at 11:00PM on 31 December 2021 as implemented in UK law
or regulation applying, superseding, supplementing, amending, modifying, re-enacting, re-making,consolidating or replacing it;"MiFIR" means Regulation (EU) 600/2014 on markets in financial instruments as at 11:00PM on 31
December 2021 as implemented in UK law or regulation applying, superseding, supplementing,amending, modifying, re-enacting, re-making, consolidating or replacing it;"Multilateral Trading Facility" or "MTF" has the meaning given to it in Article 4(22) of MiFID2;"Non-complex Financial Instrument" means a financial instrument which is considered to be noncomplex for the purposes of Article 25(4)(a) of MiFID2 in accordance with Article 57 of the MiFID2
Delegated Regulation.
"Organised Trading Facility" or "OTF" has the meaning given to it in Article 4(23) of MiFID2;"Regulated Market" has the meaning given to it in Article 4(1)(21) of MiFID2;"Rules" means articles, rules, regulations, procedures and customs, as in force from time to time;24

"Service(s)" means the services provided to you by us under this Agreement (or any supplementaryagreement), as requested by you from time to time, including, without limitation, brokerage and execution
services, custody services, research services, the Electronic Services, the DEA Services and any otherservice agreed between us;“Settlement Discipline RTS” means Commission Delegated Regulation (EU) 2018/1229 as it may be
modified from time to time;"System" means all computer hardware and software, equipment, network facilities and other resources
and facilities needed to enable you to use an Electronic Service;"Systematic Internaliser" has the meaning given to it in article 4(20) of MiFID2;"Trading Venue" means a Regulated Market, an MTF or an OTF;
"Transaction" means:(i) a contract made on an Exchange/Market or pursuant to the Rules of an Exchange/Market;(ii) a contract which is subject to the Rules of an Exchange/Market;(iii) a contract which would (but for its term to maturity only) be a contract made on, or subject to theRules of an Exchange/Market and which, at the appropriate time, is to be submitted for clearing as acontract made on, or subject to the Rules of an Exchange/Market; in any of cases (i), (ii) and (iii) beinga future, option, contract for differences, spot or forward contract of any kind in relation to any
commodity, metal, financial instrument (including any security), Currency, interest rate, index or any
combination thereof;(iv) a transaction which is matched with any transaction within paragraph (i), (ii) or (iii) of this definition;(v) any transaction the terms of which contemplate the delivery of any base metal, precious metal or otherphysical commodity; or(vi) any other transaction which we both agree in writing shall be a Transaction; and"UK Designated Reporter" has the meaning given to it in the Technical Standards (Markets In Financial
Instruments Transparency) Instrument 2023.
17.2

General interpretation: A reference in this Agreement to a "clause" or "Annex" or "Schedule" shallbe construed as a reference to, respectively, a clause or Annex or Schedule of this Agreement, unlessthe context requires otherwise. References in this Agreement to any statute or statutory instrument or
Applicable Regulations include any modification, amendment, extension or re-enactment thereof. A
reference in this Agreement to "document" shall be construed to include any electronic document.
References to persons include bodies corporate, unincorporated associations and partnerships/persons,firms, companies, corporations, governments, states or agencies of a state or any associations orpartnerships (whether or not having separate legal personality) of two or more of the foregoing. The
masculine includes the feminine and the neuter and the singular includes the plural and vice versa as
the context admits or requires. Words and phrases defined in the Rules of the Relevant Regulators havethe same meaning in this Agreement unless expressly defined in this Agreement.

17.3

Schedules/Annexes: The clauses contained in the attached Schedule(s) or Annex(es) (as amended fromtime to time) shall apply. We may from time to time send to you further Schedules or Annexes inrespect of Exchange/Markets or Transactions. In the event of any conflict between the clauses of any
Schedule or Annex and these Terms of Business, the clauses of the relevant Schedule or Annex shallprevail. The fact that a clause is specifically included in a Schedule or Annex in respect of one

25

Exchange/Market or Transaction shall not preclude a similar clause being expressed or implied inrelation to any other Exchange/Market or Transaction. So far as applicable, paragraph 1 of Part 1 of
the LIFFE Schedule shall be construed as also applying to, and having effect in relation to, all other
Exchange/Markets.
17.4

Headings: Headings are for ease of reference only and do not form part of this Agreement.
SCHEDULE 1
RBC PARIS BRANCHPART A: FRENCH TERMS OF BUSINESS

Note of attention
The terms of business of this schedule for France and any related Annexes, documents or notices ("French
ToBs") set out the terms of the contract between you and RBC Paris Branch in respect of all products offered
to you as agreed between us under the Terms of Business for professional clients, together with any related
Schedules and/or Annexes, and accompanying documents as amended from time to time (the "Agreement").
Where the French ToBs are applicable, they shall amend or supersede the terms of the Agreement. For the
avoidance of doubt, the French ToBs form an integral part of the Agreement and all the terms of the Agreement
which are not amended or superseded by the French ToBs remain applicable to your relationship with RBC
Paris Branch. Unless otherwise expressly provided in the French ToBs, any reference made in the Agreement
to RBCCM, RBC London Branch or RBC Europe Limited as the case may be, shall be read as a reference to
RBC Paris Branch.
The Services provided by RBC Paris Branch in accordance with the Agreement are subject to the provisionsof French law, including the provisions of the French Monetary and Financial Code (Code monétaire etfinancier – the "Financial Code"), the General Regulation of the Autorité des marchés financiers (Règlement
général de l'AMF) and any applicable law and regulation related thereto (the "French Regulatory Rules").
Unless otherwise defined in the French ToBs, the terms used therein shall have the meanings given to them in
the Agreement. The numbering and headings below follow those of the Agreement.
1.

General Information

1.1

Information about us: RBC Paris Branch is regulated by the French prudential and resolution
authority (Autorité de contrôle prudentiel et de résolution – the "ACPR") and the French financial
market authority (Autorité des marchés financiers – the "AMF") (together referred to as the "French
Relevant Regulators").

1.2

Communication with us: You may communicate with us in writing (including by fax), by email orother electronic means, or orally (including by telephone). You will receive documents and otherformal notification or information from us in English, although, from time to time, somecommunication with us in relation to our ongoing relationship (e.g. verbal, chat or email) may be
conducted in French for convenience purposes.
You hereby acknowledge that you understand and are proficient in the use of the English language
and, unless otherwise expressly agreed between RBC Paris Branch and you, no translation of theAgreement, the French ToBs and any other documents, exhibits or notices will be provided to you.

26

1.6

Classification: You are advised that, pursuant to French Regulatory Rules, RBC Paris Branch has
categorised you as a professional client on the basis of objective criteria. The rest of clause 1.6 of theAgreement remains unchanged.

2.

Scope and application

2.2

Commencement: In clause 2.2 of the Agreement, the sentence "We will not be liable to you (in equity,contract or tort under the Misrepresentation Act 1967) for a representation other than a fraudulent
misrepresentation that is not set out in this Agreement" should be replaced by and read as follows in
respect of RBC Paris Branch: "We will not be liable to you (in equity, contract or tort under the
Misrepresentation Act 1967 nor any other applicable law or regulation) for a representation other thana fraudulent misrepresentation that is not set out in this Agreement".

2.3

Duties and responsibilities: RBC Paris Branch is obliged by French Regulatory Rules to comply withcertain rules of conduct. However, RBC Paris Branch assumes no greater responsibility or fiduciary
duty, other than that imposed by the French Regulatory Rules or any other applicable laws andregulations.

2.4

Language and minimum duration: without prejudice to clause 2.4 of the Agreement, communication
with us may, from time to time, be conducted in French for convenience purposes, as set out in clause
1.2 of the French ToBs.

3

Applicable Regulations and Exchange/Market Requirements

3.2

Subject to Applicable Regulations: Replace clause 3.2(c)(i) of the Agreement with “would cause us
to breach any prohibition or restriction imposed or specified by ESMA pursuant to Article 40 of
MiFIR, by the EBA pursuant to Article 41 of MiFIR or by an Applicable Regulator pursuant to Article
42 of MiFIR;

4.

Advice, suitability and appropriateness4.2

In clause 4.2 of the Agreement, the sentence "We may provide you with information about
investments and investment strategies, including RBCCM research reports and market commentaries,
as well as materials prepared by third parties" is replaced by "Subject to Applicable Regulations (inparticular, French Regulatory Rules), we may provide you with information about investments andinvestment strategies, including RBCCM or RBC Paris Branch research reports and market
commentaries, as well as materials prepared by third parties".

5.

Charges and payments

5.1

Charges: Without prejudice to clause 5.1 of the Agreement, the rights and obligations arising
therefrom are subject to French Regulatory Rules and shall comply therewith.

7.

Information & data protection

7.1

Disclosure to others: We will treat all information we hold about you, the Client ("Client
Information"), including any personal data we hold relating to your staff and corporate contacts, asprivate and confidential even when you are no longer a customer pursuant to our professional secrecy
duty laid down by article L. 511-33 and L. 531-12 of the Financial Code. We will not disclose any
such information to others except to the extent we are required or permitted to do so by any French
Regulatory Rules or at your request or with your express consent.

7.2

Our use of information: You agree that subject to French Regulatory Rules we and other companies
in the Bank Group may hold and process by computer or otherwise Client Information and may use
any of that information to administer and operate your account and to provide any Service to you, to27monitor and analyse the conduct of your account, to assess any credit limit or other credit decision (aswell as the interest rate, fees and other charges to be applied to your account), to enable us to carryout statistical and other analysis, to comply with Applicable Regulations and co-operate with
Applicable Regulators and to protect our businesses against fraud and other financial crime.
7.3

Marketing: Unless you have notified us in writing to the contrary, we may analyse and use Client
Information to enable us to provide you with certain information (by post, telephone, email or othermedium, using the business contact details you have given us) about products and Services offered by
us which we believe may be of interest to you. If you do not wish to receive marketing information,please let us know by contacting us in writing.

7.4

Data protection: Clause 7.4.2 of the Agreement should be replaced with “In using and disclosing the
Client Information as discussed above, we may transfer Personal Data to any country, including
countries outside the European Economic Area which may not have data protection laws as strict as
in France. In those cases, except where the relevant country has been determined to ensure an adequatelevel of data protection by the European Commission or we need to make the transfer on your behalf(to fulfil your instructions), or for public interest reasons, we will ensure that any transferred Personal
Data is protected by appropriate measures in accordance with Applicable Regulations. Transferred
Personal Data may nonetheless be accessed by law enforcement agencies and other authorities in thesecountries.

8.

Instructions and basis of dealing

8.10

Intermediate brokers and other agents: In clause 8.10 of the Agreement, the reference to "United
Kingdom" shall be replaced by a reference to "United Kingdom or France".

10.

Banks

10.1

Approved bank: As a duly licensed credit institution (établissement de credit), and pursuant to French
Regulatory Rules, and in particular article L. 533-10, II, 8° of the Financial Code and the order of
6 September 2017 relating to the segregation of investment firms clients' funds (Arrêté du 6 septembre
2017 relatif au cantonnement des fonds de la clientèle des entreprises d'investissement), RBC Paris
Branch is not subject to French client money rules.

10.3

Definition: French client money rules shall refer to French Regulatory Rules, and in particular therules set out in article L. 533-10, II, 8° of the Financial Code and in the order of 6 September 2017
relating to the segregation of investment firms clients' funds (Arrêté du 6 septembre 2017 relatif au
cantonnement des fonds de la clientèle des entreprises d'investissement).

12.

Events of default, termination of agreement, and netting

12.4

Calculation of Liquidation Amount: the Base Currency referred to in clause 12.4 of the Agreement
shall be the Euro. The sentence: "the Currency specified by us as such in writing or, failing any suchspecification, the lawful Currency of the United Kingdom (the "Base Currency")" shall be replacedby the following sentence: "the Currency specified by us in writing or, failing any such specification,
the Euro (the "Base Currency")".

15.

Miscellaneous

15.3

Investor protection schemes: We are a member of the French deposit guarantee scheme (Fonds deGarantie des Dépôts et de Résolution) (the "Scheme") in France pursuant to article L. 312-4 et seq.
of the Financial Code.
Clients are advised that RBC Paris Branch will not hold client money and/or securities in its accounts.
Further information about compensation arrangements is available from the Scheme and at the28Scheme’s official website at https://www.garantiedesdepots.fr/fr/garanties-du-fgdr/la-garantie-desdepots.
17.

Interpretation

17.1

The following definitions are added:"ACPR" refers to the French prudential and resolution authority (Autorité de contrôle prudentiel etde résolution – ACPR) located 4 Place de Budapest, CS 92459, 75436 Paris Cedex 09.
"AMF" refers to the French financial market authority (Autorité des marchés financiers – AMF)
located 17 Place de la Bourse, 75082 Paris Cedex 02.
"Bail-in Legislation" means in relation to a member state of the European Economic Area which has
implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation,
rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.
"Bail-in Powers" means any Write-down and Conversion Powers as defined in the EU Bail-in
Legislation Schedule, in relation to the relevant Bail-in Legislation.
"BRRD" means Directive 2014/59/EU establishing a framework for the recovery and resolution of
credit institutions and investment firms.
"BRRD Liability" means a liability in respect of which the relevant Write Down and Conversion
Powers in the applicable Bail-in Legislation may be exercised.
"EU Bail-in Legislation Schedule" means the document described as such, then in effect, andpublished by the Loan Market Association (or any successor person) from time to time at
http://www.lma.eu.com/pages.aspx?p=499.
"Euro, euro and EUR" each means the lawful currency of the member states of the European Union
that adopt the single currency in accordance with the Treaty establishing the European Community(2002/C 325/01).
"RBC Paris Branch" refers to the French branch, located at 58, Avenue Marceau, 75008 Paris,
France, registered under number 317 761 542 R.C.S. Paris, of Royal Bank of Canada whose registeredoffice is 1 place Ville Marie-Ground Floor H3C3B5, Montreal, Québec, Canada and share capital is
CAD 24,143,000,000.00.
"Relevant Resolution Authority" means the resolution authority with the ability to exercise any Bailin Powers in relation to RBC Paris Branch.

17.2

The following definitions are amended:
The AMF and ACPR shall be included in the concept of Applicable Regulator, as defined in clause
17.1 of the Agreement.
"Business Day" means a day (other than a Saturday or Sunday) on which:(i) in relation to a date for the payment of any sum denominated in (a) any Currency (other than euro),banks generally are open for business in the principal financial centre of the country of such Currency;or (b) euros, settlement of payments denominated in euros is generally possible in London, Paris or
any other financial centre in Europe selected by us in writing; and (ii) in relation to a date for thedelivery of any property, property of such type is capable of being delivered in satisfaction of29

obligations incurred in the market in which the obligation to deliver such first property was incurred;and (iii) for all other purposes, is not a bank holiday or public holiday in London and Paris;"Client" means the body corporate with whom RBC Paris Branch has entered into the Agreement as
amended by the French ToBs;"MAR" means Regulation (EU) 596/2014 on market abuse;"MiFID2" means Directive 2014/65/EU on markets in financial instruments;"MiFID2 Delegated Regulation" means the Commission Delegated Regulation (EU) 2017/565
supplementing MiFID2 as regards organisational requirements and operating conditions forinvestment firms and defined terms for the purposes of that Directive;"MiFID2 RTS 6" means the Commission Delegated Regulation (EU) 2017/589 supplementing
MiFID2 with regard to regulatory technical standards specifying the organisational requirements ofinvestment firms engaged in algorithmic trading;"MiFID2 RTS 22" means the Commission Delegated Regulation (EU) 2017/590 supplementing
MiFIR with regard to regulatory technical standards for the reporting of transactions to competentauthorities;"MiFID2 RTS 27" means the Commission Delegated Regulation (EU) 2017/575 supplementing
MiFID2 with regard to regulatory technical standards concerning the data to be published by execution
venues on the quality of execution of transactions;"MiFIR" means Regulation (EU) 600/2014 on markets in financial instruments.
18.

Identification

18.1

The contractual relationship between you and RBC Paris Branch will only be effective upon receipt
by RBC Paris Branch of the identification documents required by the French anti-money laundering
legislation. For this purpose, you agree to provide RBC Paris Branch at the commencement of therelationship and upon simple request, sufficient proof of your identity, your shareholders or associates'
identity or that of any other persons related to you, including your directors, officers, employees andagents and any other information that RBC Paris Branch may require. If you fail to do so, RBC Paris
Branch may cancel any order at your expense.

18.2

Please be aware that whilst you have entered into a client relationship with RBC Paris Branch, in
accordance with the relevant documentation between us, transactions may be booked with a branchof Royal Bank of Canada other than RBC Paris Branch. In any circumstances, the Services provided
to you through RBC Paris Branch will be provided within the scope of RBC Paris Branch's licenceand to the extent authorised by the French Relevant Regulators.

19.

Article 55 Bank Recovery and Resolution Directive and Resolution Stay

19.1

Notwithstanding, and to the exclusion of any other term of, the Agreement or any other agreements,
arrangements, or understanding between RBC Paris Branch (and/or RBCCM, as the case may be) andyou, each party hereby acknowledges and accepts that a BRRD Liability arising under the Agreement
may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, andacknowledge, accept, and agree to be bound by:30

19.1.1

19.1.219.2

the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation
to any BRRD Liability under the Agreement, that (without limitation) may include and resultin any of the following, or some combination thereof:(a)the reduction of all (including to zero), or a portion, of the BRRD Liability or
outstanding amounts due thereon;(b)

the conversion of all, or a portion, of the BRRD Liability into shares, other securities
or other obligations of the party concerned or another person, and the issue to orconferral on you of such shares, securities or obligations;(c)the cancellation of the BRRD Liability;(d)the amendment or alteration of any interest, if applicable, thereon, the maturity or
the dates on which any payments are due, including by suspending payment for a
temporary period;

the variation of the terms of the Agreement, as deemed necessary by the Relevant Resolution
Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution
Authority.

You acknowledge and accept that this Agreement may be subject to the exercise by the Relevant
Resolution Authority of the following powers to suspend or restrict rights and obligations arising fromthis Agreement: (i) the suspension of any payment or delivery obligation in accordance with Article
L. 613-56-8 of the Financial Code; (ii) the suspension of any payment or delivery obligation inaccordance with Article L. 613-56-4 of the Financial Code; (iii) the restriction of enforcement of any
security interest in accordance with Article L. 613-56-2 II of the Financial Code; and (iv) thesuspension of any termination right under this Agreement in accordance with Article L. 613-56-5 of
the Financial Code. You acknowledge and accept that the conditions set out in Articles L. 613-45-1
and L. 613-50-4 of the Financial Code will apply in case of application of the powers set out
hereabove.

31

PART B: AGENCY ANNEX
1.5. Nature of Counterparties: You represent, warrant and undertake on your own behalf and as agent for theCounterparties that no Counterparty will be a state or any other entity which would benefit from an immunity
under the Applicable Regulations and that a Counterparty shall, at the time an instruction is given in respect ofit, have the characteristics and conform to any criteria agreed between us from time to time.
PART C: MARGIN ARRANGEMENTS ANNEX
Note of attention: Whilst margin and collateral shall not be held with RBC Paris Branch, margin and collateralarrangements shall comply with the margin arrangement annex and all Applicable Regulations, including inparticular, where applicable, French public order (ordre public) rules.
PART D: EQUITIES TRANSACTION ANNEX
8.2. The reference to "Trust" in clause 8.2 of the Equities Transaction Annex shall be understood as including
where relevant any other equivalent legal or contractual mechanism under the Applicable Regulations.
PART E: FIXED INCOME SECURITIES ANNEX
4.3. The reference to "Trust" in clause 4.3 of the Fixed Income Securities Annex shall be understood as
including where relevant any other equivalent legal or contractual mechanism under the Applicable
Regulations.
PART F: FUTURES AND OPTIONS ANNEX
1.1. Transactions: The clauses in this Annex apply to transactions in futures, and options. In this Annex,"Transaction" means a transaction listed in sub-clauses (i)-(iv) of the definition of Transaction in theInterpretation annex of the Terms of Business, which constitutes a "Future" or an "Option" under the Applicable
Regulations.

32

SCHEDULE 2
RBC CAPITAL MARKETS (EUROPE) GMBHPART A: GERMAN TERMS OF BUSINESS

Note of attention
The terms of business of this schedule for Germany and any related Annexes, documents or notices ("German
ToBs") set out the terms of the contract between you and RBC Capital Markets (Europe) GmbH ("RBC EG")in respect of all products offered to you as agreed between us under the Terms of Business for professional
clients, together with any related Schedules and/or Annexes, and accompanying documents as amended fromtime to time (the "Agreement"). Where the German ToBs are applicable, it shall amend or supersede the termsof the Agreement. For the avoidance of doubt, the German ToBs form an integral part of the Agreement andall the terms of the Agreement which are not amended or superseded by the German ToBs remain applicableto your relationship with RBC EG. Unless otherwise provided in the German ToBs, any reference in theAgreement to RBCCM, RBC London Branch or RBC Europe Limited shall be read as a reference to RBC EG.
The Services provided by RBC EG in accordance with the Agreement are subject to the provisions of German
law, including the provisions of the WpHG, the KWG and any applicable law and regulation related thereto(the "German Regulatory Rules").
Unless otherwise defined in the German ToBs, the terms used therein shall have the meanings given to themin the Agreement. The numbering and headings follow that of the Agreement.
1.

General Information

1.1

Information about us: RBC EG is a company registered with the commercial register in Frankfurt
am Main (Germany) with registration number HRB 110139 and its registered office at Taunusanlage
17, 60325 Frankfurt am Main.
RBC EG is authorized as a broker dealer (Wertpapierinstitut) and regulated by BaFin. BaFin's address
is at Marie-Curie-Straße 24-28, 60439 Frankfurt am Main.

1.6

Classification: Sentence 1 shall be replaced as follows: "In line with German Regulatory Rules andbased on the information provided to us, we have categorized you as a professional client".

2.

Scope and application

2.3

Duties and responsibilities: RBC EG is obliged by German Regulatory Rules to comply with certain
rules of conduct. However, RBC EG assumes no greater responsibility or fiduciary duty, other than
imposed by the German Regulatory Rules or any other applicable laws and regulations."

3.

Applicable Regulations and Exchange/Market requirements

3.2

Subject to Applicable Regulations: Replace clause 3.2(c)(i) of the Agreement with “would cause us
to breach any prohibition or restriction imposed or specified by ESMA pursuant to Article 40 of
MiFIR, by the EBA pursuant to Article 41 of MiFIR or by an Applicable Regulator pursuant to Article
42 of MiFIR.

33

4.

Advice, suitability and appropriateness

4.2

Suitability: In clause 4.2 of the Agreement, the sentence "We may provide you with information about
investments and investment strategies, including RBCCM research reports and market commentaries,
as well as materials prepared by third parties" is replaced by "Subject to Applicable Regulations (inparticular, German Regulatory Rules), we may provide you with information about investments andinvestment strategies, including RBCCM or RBC EG Frankfurt research reports and market
commentaries, as well as materials prepared by third parties".

5.

Charges and payments

5.1

In clause 15.1 of the Agreement the sentence "We will provide you with summaries of the costs andcharges that you may pay in relation to certain Services." is amended as follows: "We will provide
you with summaries of the costs and charges that you may pay in relation to certain Services inaccordance with Applicable Regulation".

7.

Information & Data Protection

7.1

Disclosure to others: In clause 7.1 of the Agreement the last sentence is replaced by: "We may
disclose Client Information to other members of the Bank Group, to companies that provide a service
to us or to you, to Applicable Regulators, to stock exchanges and clearing authorities in any
jurisdiction, to the operator of any system on which you have been granted access and to persons towhom we transfer our rights and obligations under this Agreement."

7.2

Our use of information: Clause 7.2 of the Agreement is replaced by: "We and other companies in the
Bank Group hold and process by computer or otherwise Client Information and use any of that
information to administer and operate your account and to provide any Service to you, to monitor andanalyse the conduct of your account, to assess any credit limit or other credit decision (as well as theinterest rate, fees and other charges to be applied to your account), to enable us to carry out statisticaland other analysis for internal management and strategic purposes, to comply with Applicable
Regulations and co-operate with Applicable Regulators and to protect our businesses against fraud
and other financial crime."

7.3

Marketing: Clause 7.3 of the Agreement is replaced by: Unless you have notified us to the contrary,
we and the other companies in the Bank Group analyse and use Client Information to enable us toprovide you with certain information about products and Services offered by us (or by other companies
in the Bank Group or selected third parties) which we believe may be of interest to you. We will send
you such information by post or if permitted by Applicable Regulations or if you agreed, also by
telephone, email or other medium, using the business contact details you have given us. If you do notwish to receive marketing information, please let us know by contacting us.

7.4.2

Data protection: Clause 7.4.2 of the Agreement should be replaced with “In using and disclosing the
Client Information as discussed above, we may transfer Personal Data to any country, including
countries outside the European Economic Area which may not have data protection laws as strict asin Germany. In those cases, except where the relevant country has been determined to ensure anadequate level of data protection by the European Commission or we need to make the transfer on
your behalf (to fulfil your instructions), or for public interest reasons, we will ensure that any
transferred Personal Data is protected by appropriate measures in accordance with Applicable
Regulations. Transferred Personal Data may nonetheless be accessed by law enforcement agencies
and other authorities in these countries”.

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7.4.3

Clause 7.4.3 is replaced by: "We will retain Personal Data for no longer than is necessary for eachpurpose for which it has been collected unless we have a legitimate interest in retaining such Personal
Data or are required to keep such Personal Data by law. If the processing is based on consent and you
withdraw your consent, we will delete your personal data without undue delay after the withdrawal
unless we are legally required to retain the data. We generally retain Personal Data for no longer than
10 years."

7.4.4

Clause 7.4.4 of the Agreement is replaced by: "Except in limited circumstances, where we might seek
the consent of the relevant individuals, we do not rely on individual consent to allow us to process
Personal Data as described in this clause 7. Our processing is permitted by applicable data protection
law because it is (i) necessary for the fulfilment of the Agreement, (ii) necessary so that we can comply
with Applicable Regulations and/or, in some cases, (iii) necessary for the purposes of our legitimate
interests in pursuing the purposes described in clauses 7.1, 7.2 and 7.3 (which are not overridden by
prejudice to the relevant individuals' privacy), our legitimate interests in these cases are fraud detection
and prevention, information and system security, marketing and group administration."

7.4.5

Clause 7.4.5 of the Agreement is replaced by: "Individuals about whom we process Personal Data
may request information as to whether or not we process Personal Data of them and request a copy of
their Personal Data. They also have the right to require us to correct their Personal Data if it isinaccurate and in some circumstances they can require us to delete, or object to or require us to restrict
our processing of their Personal Data and have a right to data portability. In case of consent,
individuals have the right to withdraw such consent at any time with effect for the future. They canalways require us to cease processing their Personal Data for marketing purposes as describedin Clause 7.3. We will also, on request, provide them with further details of the international transfers,
and with an explanation and copies of the related safeguards, referred to in clause 7.4.2. Individuals
wishing to exercise any of these rights should contact to the Data Protection Officer or RBC EG at theregistered address of RBC EG. We reserve the right to require appropriate proof of identity.
Individuals may also lodge a complaint with a supervisory authority, in particular in the Member Stateof his or her habitual residence, place of work or place of the alleged infringement. The competentsupervisory authority for us is Der Hessische Beauftragte für Datenschutz und Informationsfreiheit,
Postfach 3163, 65021 Wiesbaden."8.

Instructions and basis of dealing

8.10

Intermediate brokers and other agents: In clause 8.10 of the Agreement, the reference to "United
Kingdom" shall be replaced by a reference to "Germany".

10.

Banks

10.1

Approved Bank: Clause 10.1 of the Agreement is replaced by: "As a broker dealer without permission
to provide deposit taking business and pursuant to Applicable Regulations, in particular section 84
WpHG, section 10 of the German Investment Services Rules of Conduct and Organisation Ordinance(Wertpapierdienstleistungs-Verhaltens- und Organisationsverordnung, "WpDVerOV") and Art. 49of the Commission Delegated Regulation (EU) 2017/565 of 25 April 2016, RBC EG is not allowed tohold client money in its own accounts.
In the unlikely event that we hold on your behalf any money belonging to you, we will separate without
undue delay your money and hold it on fiduciary accounts (Treuhandkonten). It will be held withcredit institutions, their passported branches or other institutions permitted by Applicable Regulations,separately from our own money or other clients' money. We will provide you with the relevant
information concerning the safeguarding of your money as required by Applicable Regulations.

35

10.3

Definition: Clause 10.3 of the Agreement is replaced by: "German client money rules shall refer toGerman Regulatory Rules, and in particular the rules set out in section 84 WpHG, section 10 of theGermanInvestment
Services
Rulesof
Conduct
andOrganisation
Ordinance(Wertpapierdienstleistungs-Verhaltens- und Organisationsverordnung, "WpDVerOV")".

12.

Events of default, termination of agreement, and netting

12.4

Calculation of Liquidation Amount: The Base Currency referred to in clause 12.4 of the Agreement
shall be Euro.

15.

Miscellaneous

15.1

Amendments: Clause 15.1 of the Agreement is replaced by: “Any amendments to these Terms ofBusiness shall be offered to you in text form no later than two months before their proposed date ofentry into force. If you have agreed an electronic communication channel within the framework of thebusiness relationship, the amendments may also be offered through this channel.
The amendments offered by us shall only become effective if you accept them, where appropriate by
way of the deemed consent set out in the following. Silence on your part shall only be deemed toconstitute acceptance of the offered amendments (deemed consent, Zustimmungsfiktion), if(a)

we are offering amendments to restore the conformity of the contractual provisions with a changed
legal position because a provision of these Terms of Business:(i)

is no longer consistent with the legal position, or(ii) is rendered ineffective or may no longer be used as a result of a binding court decision, or(iii) is no longer in compliance with our regulatory obligations;and(b)

you have not rejected our offer of amendments before the proposed date of the entry into force of thechanges.
Deemed consent shall not apply where not permitted by Applicable Regulations, and in the event that
we make use of deemed consent you may also terminate the agreement affected by the amendment
without notice and free of charge prior to the proposed date of entry into force of the amendments.
We specifically draw your attention to this right of termination.

15.3

Investor protection schemes: We are a member of the German Investor Protection Scheme(Entschädigungseinrichtung für Wertpapierhandelsunternehmen, "EdW") (the "Scheme") in
Germany. The amount of compensation awarded to each investor under securities transactions is 90%of the claims against the securities trading company (not more than EUR 20,000). Compensation
cannot be claimed unless the funds are denominated in a currency of an EU member state or in Euros.
Further information about compensation arrangements is available from the Scheme and at the
Schemes official website at http://www.e-d-w.de/index.html.

15.12

Recording of calls: We may record communications (including telephone conversations) which resultin, or may result in, the reception, transmission or execution of orders or a Transaction being executedby us without the use of a warning tone. A copy of the recording of such communications will beavailable upon request for a period of five years and, where requested by the BaFin, for a period of up
to seven years.

36You hereby consent to the record of communications as set forth in the above paragraph. You will
also obtain consent from each of your directors, officers, employees, agents or other representatives
who communicate on your behalf to any such recordings. Directors, officers, employees, agents orother representatives who have not consented to any such recording should not communicate with us
on your behalf in relation to the reception, transmission or execution of orders or Transactions.
15.13

Electronic communications: In clause 15.13 of the Agreement "FCA" is replaced by "BaFin".

15.19

Language: You acknowledge that you are proficient in the use of the English language and, unlessotherwise expressly agreed between RBC EG and you, no translation of the Agreement or any otherdocuments, exhibits or notices related thereto will be provided to you.

17.

Interpretation

17.1

The following definitions are added:"BaFin" means German Federal
Finanzdienstleistungsaufsicht)

Financial

Supervisory

Authority(Bundesanstalt

für"Bail-in Legislation" means in relation to a member state of the European Economic Area which has
implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation,
rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.
"Bail-in Powers" means any Write-down and Conversion Powers as defined in the EU Bail-in
Legislation Schedule, in relation to the relevant Bail-in Legislation.
"Base Currency" means the Currency specified by us in writing or, failing any such specification,
Euro.""BRRD" means Directive 2014/59/EU establishing a framework for the recovery and resolution of
credit institutions and investment firms.
"BRRD Liability" means a liability in respect of which the relevant Write Down and Conversion
Powers in the applicable Bail-in Legislation may be exercised.
"CRR" means Regulation (EU) No 575/2013 of the European Parliament and of the Council of
26 June 2013 on prudential requirements for credit institutions and investment firms.
"EdW" means German Investor
Wertpapierhandelsunternehmen).

Protection

Scheme(Entschädigungseinrichtungder"EU Bail-in Legislation Schedule" means the document described as such, then in effect, andpublished by the Loan Market Association (or any successor person) from time to time at
http://www.lma.eu.com/pages.aspx?p=499.
"KWG" means German Banking Act (Kreditwesengesetz).
"Relevant Resolution Authority" means any body which has the authority to exercise any Bail-in
Powers.
"Third Country" means a jurisdiction which is not a member state of the European Economic Area.
"WpHG" means German Securities Trading Act (Wertpapierhandelsgesetz).

37

17.2

The following definitions are amended:"Applicable Regulator" means each of the BaFin, ESMA or any other relevant regulatory authority
regulating RBC EG in any jurisdiction (whether in Germany, EU, EEA or Third Country ortransnational), including any successor or replacement authorities;"Business Day" means a day (other than a Saturday or Sunday) on which:(i) in relation to a date for the payment of any sum denominated in (a) any Currency (other thaneuro), banks generally are open for business in the principal financial centre of the country of such
Currency; or (b) euros, settlement of payments denominated in euros is generally possible inFrankfurt or any other financial centre in Europe selected by us in writing; and (ii) in relation to adate for the delivery of any property, property of such type is capable of being delivered insatisfaction of obligations incurred in the market in which the obligation to deliver such first property
was incurred; and (iii) for all other purposes, is not a bank holiday or public holiday in London andFrankfurt;"Client" means the body corporate with whom RBC EG has entered into the Agreement as amended
by the German ToBs;"MAR" means Regulation (EU) 596/2014 on market abuse;"MiFID2" means Directive 2014/65/EU on markets in financial instruments;"MiFID2 Delegated Regulation" means the Commission Delegated Regulation (EU) 2017/565
supplementing MiFID2 as regards organisational requirements and operating conditions forinvestment firms and defined terms for the purposes of that Directive;"MiFID2 RTS 6" means the Commission Delegated Regulation (EU) 2017/589 supplementing
MiFID2 with regard to regulatory technical standards specifying the organisational requirements ofinvestment firms engaged in algorithmic trading;"MiFID2 RTS 22" means the Commission Delegated Regulation (EU) 2017/590 supplementing
MiFIR with regard to regulatory technical standards for the reporting of transactions to competentauthorities;"MiFID2 RTS 27" means the Commission Delegated Regulation (EU) 2017/575 supplementing
MiFID2 with regard to regulatory technical standards concerning the data to be published by execution
venues on the quality of execution of transactions;"MiFIR" means Regulation (EU) 600/2014 on markets in financial instruments.

18.

Identification
The contractual relationship between you and RBC EG will only be effective upon receipt by RBC
EG of the identification documents required by the German anti-money laundering legislation. For
this purpose, you agree to provide RBC EG at the commencement of the relationship and upon simple
request, sufficient proof of your identity, your shareholders or associates' identity or that of any otherpersons related to you, including your directors, officers, employees and agents and any otherinformation that RBC EG may require. If you fail to do so, RBC EG may cancel any order at yourexpense.

38

19.

Bail-in

19.1

Notwithstanding and to the exclusion of any other provision of the Agreement between RBC EG andyou, you acknowledge and accept that any liability of RBC EG arising under the German ToBs may
be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledge,
accept, and agree to be bound by:
19.1.119.1.220.

the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation
to any BRRD Liability of RBC EG to you under the Agreement, that (without limitation)
may include and result in any of the following, or some combination thereof:(a)the reduction of all (including to zero), or a portion, of the BRRD Liability or
outstanding amounts due thereon;(b)

the conversion of all, or a portion, of the BRRD Liability into shares, other securities
or other obligations of RBC EG or another person, and the issue to or conferral on
you of such shares, securities or obligations;(c)the cancellation of the BRRD Liability;(d)the amendment or alteration of any interest, if applicable, thereon, the maturity or
the dates on which any payments are due, including by suspending payment for a
temporary period;
the variation of the terms of the Agreement, as deemed necessary by the Relevant
Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant
Resolution Authority.

Contractual Stay
You acknowledge that the provisions regarding the temporary suspension of termination rights andother contractual rights pursuant to sections 82 to 84, 144(3), and 169(5) numbers 3 and 4 of theGerman Recovery and Resolution Act (Sanierungs- und Abwicklungsgesetz) may be applied to the"liability" (Verbindlichkeit) of RBC EG, and any affiliated entity (gruppenangehöriges Unternehmen)of RBC EG, each as defined in Section 60a of the German Recovery and Resolution Act and you
accept a suspension of termination rights and other contractual rights pursuant to Sections 82 to 84,
144(3) and 169(5) numbers 3 and 4 of the German Recovery and Resolution Act may be applied tothe "liability" of RBC EG, and any affiliated entity of RBC EG.

39

PART B: AGENCY ANNEX
1.5. Nature of Counterparties: You represent, warrant and undertake on your own behalf and as agent for theCounterparties that no Counterparty will be a state or any other entity which would benefit from an immunity
under the Applicable Regulations and that a Counterparty shall, at the time an instruction is given in respect ofit, have the characteristics and conform to any criteria agreed between us from time to time.
PART C: MARGIN ARRANGEMENTS ANNEX
Note of attention: Whilst margin and collateral shall not be held with RBC EG Frankfurt, margin and collateralarrangements shall comply with the margin arrangement annex and all Applicable Regulations, including inparticular, where applicable, German mandatory rules (ordre public).
PART D: EQUITIES TRANSACTION ANNEX
8.2. The reference to "Trust" in clause 8.2 of the Equities Transaction Annex shall be understood as including
where relevant any other equivalent legal or contractual mechanism under the Applicable Regulations.
PART E: FIXED INCOME SECURITIES ANNEX
4.3. The reference to "Trust" in clause 4.3 of the Fixed Income Securities Annex shall be understood as
including where relevant any other equivalent legal or contractual mechanism under the Applicable
Regulations.
PART F: FUTURES AND OPTIONS ANNEX
1.1. Transactions: The clauses in this Annex apply to transactions in futures, and options. In this Annex,"Transaction" means a transaction listed in sub-clauses (i)-(iv) of the definition of Transaction in theInterpretation annex of the Terms of Business, which constitutes a "Future" or an "Option" under the Applicable
Regulations.
PART G: RBC EG PARIS BRANCH
When dealing with RBC EG Paris Branch, the following additional terms will apply:
7.

Information & Data Protection

7.5
French professional secrecy: we will treat all information we hold about you, the Client, including
any personal data we hold relating to your staff and corporate contacts, as private and confidential even when
you are no longer a customer pursuant to our professional secrecy duty laid down by article L. 531-12 of theFrench code monétaire et financier. We will not disclose any such information to others except to the extent
we are required or permitted to do so under French law or at your request or with your express consent.
17.

Interpretation

17.1

The following definition is added:"RBC EG Paris Branch" means the French branch of RBC EG.
18.

Identification

French anti-money laundering legislation will apply with respect to the identification documentation to beprovided to establish the contractual relationship between you and RBC EG Paris Branch.

40