Eligible Counterparty
Terms of Business

RBC Capital Markets
Terms of Business for Eligible Counterparties
These Terms of Business, together with any Schedules and/or Annexes, and accompanying documents
as amended 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 themcarefully. Please let us know as soon as possible if there is anything which you do not understand.
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1.1

GENERAL INFORMATION
Information about us: We, RBC Capital Markets, incorporating RBC Europe Limited and theLondon branch of Royal Bank of Canada are hereinafter referred to as "RBCCM". These Terms ofBusiness shall 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 regulatedby 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 ofCanada, 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 Office of 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 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. Subject to clause 1.5 below, where we
conduct Eligible Counterparty Business with you we shall treat you as an "eligible counterparty" forthe purposes of the FCA Rules. Where we provide you with services other than Eligible
Counterparty Business, we will categorise you as a "professional client" in relation to such businessand you will benefit from the regulatory protection afforded to that category of client under
Applicable Regulations in relation to such business only. Where we agree to act as a generalclearing member for you, the terms upon which we agree to act will be set out in a separate writtenagreement 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.

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1.4

Your 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 aresuitable for 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 an eligible counterparty for the purposes of the FCA Rules.
You have the right to request a different client categorisation as a retail or professional client,meaning that certain additional rights and protections will be afforded to you. If you request to be
categorised as a professional client, we may require you to enter into an updated agreement as acondition to any such recategorisation, in order to reflect (among other things) such additional rights
and protections. Similarly, if you request to be categorised as an eligible counterparty but would
otherwise be categorised as a professional client, we will only categorise you as an eligible
counterparty if we are satisfied in our sole discretion that you meet the relevant criteria in Article 30of MiFID2. If at any time we are not satisfied that you meet the relevant criteria, we may not be able
to provide our services to you. You agree and acknowledge that you are responsible for keeping us
informed about any change that could affect your categorisation as an eligible counterparty. If you
request to be categorised as a retail client, we may not be able to provide our services to you.

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)).

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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 writingfrom 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 thisAgreement. 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 of the service we will provide is enclosed.

2.2

Commencement: This Agreement shall apply to all Transactions contemplated under thisAgreement. Other than in relation to any separate terms agreed between us as governing a specificservice (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 your acceptance of this Agreement by placing an order following receipt of thisAgreement whether or not you have signed and returned this Agreement. Where the terms of thisAgreement conflict with any Specific Terms, the Specific Terms will prevail. You acknowledge thatyou have not relied on or been induced to enter into this Agreement by a representation other thanthose expressly set out in this Agreement. We will not be liable to you (in equity, contract or tort,
under the Misrepresentation Act 1967) for a representation other than a fraudulent misrepresentationthat is not set out in this Agreement.

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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 imposedby 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 willcontinue to communicate with you in English for the duration of this Agreement. The minimum
duration of this Agreement shall be the earlier of settlement of the first trade in respect of which you
instruct us or the occurrence of an Event of Default.

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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 (orthe 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 toensure compliance with any Applicable Regulations; (iv) all Applicable Regulations and whatever
we do or fail to do in order to comply with them will be binding on you; and (v) such actions that
we take or fail to take for the purpose of compliance with any Applicable Regulations shall not
render us or any of our Affiliated Companies, directors, officers, employees or agents liable for any
losses incurred or suffered by you for the non-performance, partial performance or delay inperformance of any of our obligations under this Agreement or in respect of any Services resulting
from actions taken by us for the purpose of compliance 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
or otherwise 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 orposition management controls imposed by a Trading Venue (including, without limitation,
pursuant to Applicable Regulation implementing Article 57 of MiFID2 or procedures andrules 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
applicable legal entity identifier code) would mean that we are prohibited by
Applicable Regulation from entering into, executing, transmitting, dealing in orotherwise arranging (as the case may be) such Transaction (including, without
limitation, pursuant to Article 13(2) of the MiFID2 RTS 22);

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(c)

(d)

3.3

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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 suchaction 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 Articles 18(9), 32 or 69 of MiFID2); andwhere we have agreed with you or any other person that we are not obliged to, or shall not,make public 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 or otherwise) notwithstanding such agreement, then we may publish or arrange
the publication of such Transaction and may delegate such publication or arrangements toany other person.

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 reasonablediscretion, consider desirable to correspond with such action or to mitigate any loss incurred as aresult of such action. Any such action shall be binding on you. If an Exchange/Market or regulatory
body makes an enquiry in respect of any of your Transactions, you agree to co-operate with us andto promptly supply information requested in connection with the enquiry.
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 isbased on a consideration of your circumstances, is in any way tailored to your financial situation oris presented 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 toprovide on-going information or recommendations in relation to the management of yourinvestments 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 specificrecommendations from time to time.

4.3

Own judgement and appropriateness: We are not required to assess appropriateness for theprovision of Services to you. In asking us to enter into any Transaction, you represent that you havebeen solely responsible for making your own independent appraisal and investigations into the risksof the Transaction. You represent that you have sufficient knowledge, market sophistication,5

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 traded under thisAgreement and assume no fiduciary duty in our relations with you.
4.4

Limitations: Where we do provide market information or recommendations, we give norepresentation, 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 other customers may be different from information given to you
due to individual analysis of fundamental and technical factors by different personnel; and (iii) thatsuch information may not be consistent with our proprietary investments, or those of our associates,
directors, employees or agents.

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 towhom it is distributed, you agree that you will not pass it on to any such person or category of
persons. We make no representations as to the time of receipt by you of research reports orrecommendations and cannot guarantee that you will receive such research reports orrecommendations at the same time as other customers. Any such published research reports orrecommendations may appear in one or more screen information service. We shall not be liable forany investment decision you make, based in whole or in 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
which inter alia, addresses how we manage conflicts of interest which might affect the impartialityof investment research.

4.7

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

4.8

Advice and execution-only arrangements: Please note that we will not advise you about the meritsof any particular Transaction and we will only accept orders from you on a non-advised, executiononly basis. As a result, we may be unable to determine whether or not you would fall within thetarget market for a particular product or Service, so we will not be able to assess fully yourcompatibility with such product or Service.

4.9

Product information: In accordance with Article 24(4) of MiFID2, guidance on the risks
associatedwithparticularinvestments
orproducts
can
be
found
at
https://www.rbccm.com/en/policies-disclaimers.page.

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5.1

CHARGES AND PAYMENTS
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,6transfer fees, registration fees and all other liabilities, charges, costs and expenses payable inconnection 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 such payments shall be made by you without any deduction or withholding.

5.3

Inducements disclosures: In respect of the Services, 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, where permitted by Applicable Regulation.

5.4

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 ona daily basis and will be due and payable by you as a separate debt.

5.5

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 other than the Currency in which it was due.

5.6

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 holdon 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.

5.7

Costs resulting from use of distance means: In addition to the costs set out above, additional costs
as agreed 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.

5.8

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

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6.1

CONFLICTS OF INTEREST
Conflicts of interest policy: RBCCM forms part of a major banking group. It is therefore possiblethat 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 transactedwith you. Conflicts of interest may also arise between our different clients. We have therefore
established a conflicts of interest policy, a copy of which is available on request, and implemented
procedures and arrangements to identify prevent and manage such conflicts.

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6.2

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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,or for 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 our risk, or as part of a previously commenced trading strategy, any of which may
potentially conflict with your interests. These transactions could impact the price of the underlying
market and consequently the price of your Transactions. In addition, and regardless of how wechoose to hedge or manage our risk, any profit or loss resulting from that activity will accrue to us,
unless we agree otherwise with you. All such trading will occur in compliance with Applicable
Regulations.
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 other members of the Bank Group, to companies that provide a service to us or toyou, to Applicable Regulators, to stock exchanges and clearing authorities in any jurisdiction, to theoperator of any system on 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 toadminister and operate your account and to provide any Service to you, to monitor and analyse theconduct of your account, to assess any credit limit or other credit decision (as well as the interest
rate, fees and other charges to be applied to your account), to enable us to carry out statistical andother analysis, to comply with Applicable Regulations and co-operate with Applicable Regulatorsand 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 an eligible counterparty, 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 by8

appropriate measures in accordance with Applicable Regulations. Transferred Personal Data may
nonetheless be accessed 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 dataprotection law because it is (i) necessary for the purposes of our legitimate interests in pursuing
the purposes described in clauses 7.2 and 7.3 (which are not overridden by prejudice to therelevant 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 right to 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, thePersonal Data (or categories of Personal Data) to be disclosed and the information set out inclauses 7.1 to 7.4.5 above.

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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 toreceipt 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 berecorded. 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 to confirm them in writing. Instructions for the simultaneous sale andpurchase of a security on behalf of the same beneficial owner may not be given under thisAgreement. 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
you or 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.

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8.3

Cancellation of instructions: We will only cancel your instructions upon your request if we havenot acted upon those instructions. We may cancel your instructions where required in accordancewith 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 areason. We shall promptly notify you accordingly.

8.5

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, byelectronic mail or fax to the e-mail address or fax number on record for you. It is your responsibility
to inform us of 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.

8.6

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 ourobligations under the relevant matching transaction (including settlement) on an Exchange/Market
or with an intermediate broker. All market transactions should be settled or delivered in accordancewith the relevant 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 youof the execution of a CSDR Transaction, you agree to provide us a written allocation with all theinformation referred 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
8.6, this also constitutes written confirmation of your acceptance of the terms of the CSDR
Transaction. You may provide the written allocation and written confirmation by any
communication procedure agreed between you and us. 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 the written allocation and written confirmation
under this Clause 8.6 in relation to the execution of a CSDR Transaction where your grant us accessto, or otherwise make available to us, on an ongoing basis, the information referred to in Article 2 of
the Settlement Discipline RTS.

8.7

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

8.8Intermediate 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 or agents 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.

8.9

Trading and position limits: In relation to the Services that we provide to you under thisAgreement, we may set out and communicate to you appropriate trading and position limits tomitigate and manage regulatory requirements as well as our own counterparty, liquidity, operationaland other risks. We will monitor your positions against such limits as close to real-time as possible.

10We may also require you to limit 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 aremaintained, including (but not limited to) closing out positions.
8.10

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.

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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 theinformation 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 other contractual 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 orderivatives thereof, we may from time to time be required:(a)where such trades are conducted on a Trading Venue, to provide information relating to
the positions 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") anddetails about each Member of the Client Chain), to an Execution Venue pursuant either toApplicable Regulation or pursuant to the rules or procedures of, or any other contractual11

or other arrangement with, the applicable Execution Venue to enable such Execution
Venue to comply with its requirements to make public transaction details pursuant toApplicable Regulation; and(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 (andupdates 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 Members of 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 theServices provided or expected to be provided 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 orMarket 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,
unless and 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) toreport the transaction resulting from the order concerned or transmit the order details to anotherinvestment firm in 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, oron behalf of, the buyer or seller thereof), confirm to each other whether each is a SystematicInternaliser in respect of the relevant Financial Instrument. When required by Applicable
Regulation, we shall provide details of our policies in respect of transacting as a SystematicInternaliser at https://www.rbccm.com/en/policies-disclaimers.page.

9.9

Foreign exchange transactions: For the avoidance of doubt, where we undertake foreign exchangetransactions with you which have a settlement date greater than the trade date plus two days, thensuch transaction may be subject to certain post-trade transparency reporting requirements. Whereyou believe that such transaction should not be subject to such post-trade transparency reporting12

requirements for any reason, then you must advise us at the time of execution in order that suchtransaction can be correctly classified as such.
10
10.1

BANKS
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,and hold such monies on a full ownership basis. As a result, we will not hold your money inaccordance with the Client Money Rules. In particular, we shall not segregate your money fromours and we shall not be liable to account to you for any profits made by our use as banker of suchfunds. You have the option to request that such monies are held within the scope of the Client
Money Rules; however we are not obliged to agree to such a request. You also acknowledge that,
where we become subject to insolvency proceedings, CASS 7A of the FCA’s Client Assets
Sourcebook (the “Client Money Distribution Rules”) will not apply to the money we hold for you
and so you will not be entitled to share 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 systemcommercially available to firms that are members or participants, a purpose of which is to facilitate
the settlement of transactions 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 closeof business 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 forprofits 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

13

11.1

11.2

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 havetaken all necessary 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 thisAgreement;(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 toapplicable 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 givingof 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 thisAgreement and each Transaction;(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 fromTransactions and trading 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 otherthan a lien routinely imposed on all securities in a clearing system in which suchsecurities may be held; and(i)unless otherwise agreed with us, you do not and will not use the contractual relationshipbetween you and us established pursuant to this Agreement as a basis for providing
Clearing Services in respect of derivative contracts to any of your clients as part of an
indirect clearing arrangement in relation to any CCP established in the EU.

Covenants: You covenant to us that:(a)you will not send orders or otherwise take any action that could create a false impressionof the demand or value for a security/financial instrument, or send orders which you havereason to believe are in breach of Applicable Regulations. You shall observe the standardof behaviour reasonably expected of persons in your position and not take any step which
would cause us to fail to observe the standard of behaviour reasonably expected of
persons in our position; and

14

(b)

12
12.1

upon demand, you will provide us with such information as we may reasonably require toevidence the matters referred to in this clause or to comply with any Applicable
Regulations.

EVENTS OF DEFAULT, TERMINATION OF AGREEMENT, AND NETTING
Events of Default: If at any time:(a)you fail to make any payment when due under this Agreement or to make or take deliveryof any property when due under, or to observe or perform any other provision of thisAgreement 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 a trustee, receiver, liquidator,
conservator, administrator, custodian or other similar official (each a "Custodian") of youor any substantial part of your assets; or if you take any corporate action to authorise anyof 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, orother 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 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 otherdocument 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 thisAgreement 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 be complied with or performed by you or it in accordance with theapplicable Credit Support Document; (ii) any Credit Support Document expires or ceases
to be in full force and effect prior to the satisfaction of all your obligations under thisAgreement, 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 to15

in paragraphs (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 your dissolution, removal from such a register, or the ending of such aregistration;(h)where you or your Credit Support Provider is a partnership, any of the events referred toin paragraphs (b) to (d) or (g) of this sub-clause occurs in respect of one or more of youror 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 toperform any of your obligations under this Agreement; or(k)any event of default (however described) occurs in relation to you under any otheragreement which you are a party tothen we may exercise our rights under clause 12.2 below, except that, if so specified by us inwriting 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.
12.2

Termination on notice: Subject to clause 12.3 below, at any time following the occurrence of an
Event of Default, we may, by notice to you, specify a day (the "Liquidation Date") for thetermination and liquidation 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 and such obligations shall be satisfied by settlement (whether by
payment, set-off or otherwise) of the Liquidation 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 such in writing or, failing any such specification, thelawful Currency of the United Kingdom (the "Base Currency") (and, if appropriate,including any loss of bargain, cost of funding or, without duplication, cost, loss or, as thecase may be, gain as a result of the termination, liquidation, obtaining, performing or reestablishing of any hedge or related trading position) as a result of the termination,

16

pursuant to this Agreement, of each payment or delivery which would otherwise havebeen required to be made under such Transaction (assuming satisfaction of eachapplicable condition precedent and having due regard, if appropriate, to such market
quotations published on, or official settlement prices set by the relevant 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 eachgain by us, 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
the Liquidation Amount, and by whom it is payable, immediately after the calculation of suchamount.

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 theprovisions of clause 12.4 above, any other transactions entered into between us which are thenoutstanding.

12.7

Payment: The Liquidation Amount shall be paid in the Base Currency by the close of business on
the Business Day following the completion of the termination and liquidation under clause 12.4
above (converted as required by Applicable Regulations into any other Currency, any costs of such
conversion to be borne 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
denominated in any other Currency into the Base Currency at such rate prevailing at the time of thecalculation as we shall reasonably select.

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 iscontinuing.

12.10 Additional rights: Our rights under this clause shall be in addition to, and not in limitation or
exclusion of, any other rights which we may have (whether by agreement, operation of law orotherwise).
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 Agreement

17

takes effect are entered into in reliance upon the fact that the Agreement and all such terms
constitute a 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 for any settlement payment due from one of us to the other in respect of such close-out.
13
13.1

13.2

DEFAULT AND TERMINATION OF AGREEMENT
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 orwilling in the future to perform) any of your obligations to us, in addition to our rights under clause
12, we shall 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 discretion select and upon such terms as we may in our absolute
discretion think fit (without being responsible for any loss or diminution in price) in orderto 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
other transaction 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 tocover, reduce or eliminate our loss or liability under or in respect of any of yourcontracts, positions or commitments; and/or(iv)

to treat any or all Transactions then outstanding as having been repudiated by you, inwhich event our obligations under such Transaction or Transactions shall thereupon becancelled and terminated.

Termination: Unless required by Applicable Regulations, either party may terminate thisAgreement (and the relationship between us) by giving ten days written notice of termination on theother. We may terminate this Agreement immediately if you fail to observe or perform any
provision of this Agreement or in the event of your insolvency.
Upon terminating this Agreement, all amounts payable by you to us will become immediately due
and payable including (but without limitation):

18

(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)
and Transactions 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 theactions set out under clause 12.2, provided that such default shall only apply in respect of thosetransactions made with the relevant defaulting Royal Bank of Canada entity. All relevant referencesin 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 forany 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 fromany Transaction or where we have declined to enter into a proposed Transaction) unless such loss isa reasonably foreseeable consequence or arises directly from our or their respective grossnegligence, 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 ofbusiness opportunity arising under, or in connection with, this Agreement, whether arising out ofnegligence, 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
from performing any or all of its obligations which arise from or are attributable to either acts,
events or omissions 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, civilcommotion, 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 principal of ourselves, custodian, sub-custodian, dealer, Exchange/Market, clearing
house or regulatory or self-regulatory organisation. Nothing in this Agreement will exclude or19restrict any duty or liability we may have to you under the regulatory system (as defined in theRules 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 thisAgreement on 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 close or to find a solution by which the Agreement may be performed despite thecontinuance of a force majeure circumstance and/or it shall take all reasonable steps to resume
performance as soon as is reasonably 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 nonperformance of its obligations hereunder by reason of force majeure.
14.5

15

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
incur or be subjected to with respect to any of your accounts or any Transaction or any matchingTransaction on an Exchange/Market or with an intermediate broker or as a result of any
misrepresentation by you or any violation by you of your obligations under this Agreement(including any Transaction) or by the enforcement of our rights. To the extent that we receive, or weare required to make a payment of, any amounts in respect of penalties levied pursuant to CSDR
with respect to your securities and/or a Transaction undertaken by you, you agree to fully indemnify
us for these, that these will be for your account and we will credit any penalties in your favour andyou will pay (and will authorise us to debit any cash sums held by us) any amounts due from you in
relation to such penalties.
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 ourrespective registered office;(a)

Any notice, instruction or other communication shall, be deemed to take effect in the caseof 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 tothis Agreement or any Transaction shall not be effective if given by electronic mail.

(b)

Each notice, instruction or other communication to you (except confirmations of trade,statements of account, and margin calls) shall be conclusive unless written notice ofobjection is received by us within five Business Days of the date on which such document
was deemed to have been received.

20You will notify us in writing of any change of your address in accordance with this clause.
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
and claims. Payments to eligible claimants under the Scheme will vary depending on the type ofprotected claim (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. Pleasecontact 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 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 interestin this Agreement, without our prior written consent, and any purported assignment, charge ortransfer in violation of this clause 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,
your liability under this Agreement shall be joint and several. In the event of the death, bankruptcy,
winding-up or dissolution of any one or more of such persons, then (but without prejudice to theabove or our rights in respect of such person and his successors) the obligations and rights of allother 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 andnot exclusive of those provided by law. We shall be under no obligation to exercise any right orremedy either at all or in a manner or at a time beneficial to you. No failure by us to exercise ordelay by us in exercising any of our rights under this Agreement (including any Transaction) orotherwise 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 ofanother 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 iscontingent 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
enforceability of such provision under the law of any other jurisdiction shall in any way be affectedor impaired.

21

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 theTransaction is promptly and accurately recorded. Such records will be our sole property andaccepted by you as evidence of the orders or instructions given. A copy of the recording will beavailable 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 seven years.
15.13 Electronic communications: We will keep records of electronic communications between you andus. Orders or instructions given to you via e-mail or other electronic means will constitute evidenceof the orders or instructions given. A copy of the record will be available on request for a period offive years and, where requested by the FCA or other relevant regulatory authority, for a period of up
to seven years.
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 ina "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 of financial instruments and holding of client money, costs and associated charges andour Best Execution Policy. You specifically consent to the provision by us of such information
where not personally addressed to you and (where permitted by Applicable Regulation) by means ofa 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 interestin this Agreement, without our prior written consent, and any purported assignment, charge ortransfer in violation 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 thisAgreement, you agree to co-operate with us to the fullest extent possible in the defence orprosecution of such action or proceeding.

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16
16.1

GOVERNING LAW AND JURISDICTION
Governing law: A Transaction which is subject to the Rules of an Exchange/Market shall begoverned by the law applicable to it under those Rules. Subject thereto, this Agreement shall begoverned by and construed in accordance with English law.
The law applicable to the relationship between us prior to the conclusion of this Agreement isEnglish 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 or other proceedings relating to this Agreement ("Proceedings") and irrevocably
submits to the jurisdiction of such courts (provided that this shall not prevent us frombringing an action in the courts of any other jurisdiction); and(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 havebeen brought in an inconvenient 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 Regulations, with respect to yourself and your revenue and assets(irrespective of their use or intended use) all immunity on the grounds of sovereignty or othersimilar grounds from (i) suit, (ii) jurisdiction of any courts, (iii) relief by way of injunction, orderfor specific performance or for recovery of property, (iv) attachment of assets (whether before orafter judgment) and (v) execution or enforcement of any judgment to which you or your revenues orassets might otherwise be entitled in any Proceedings in the courts of any jurisdiction andirrevocably 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 or intended 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 registeredoffice or any other address that you have notified to us in writing. This does not affect our right toserve process in another manner permitted by law.

17
17.1

INTERPRETATIONInterpretation: In this Agreement:"Affiliated Company" means: (in relation to a person) an undertaking in the same group as that
person;"Applicable Regulations" means:23(i) Rules of the Relevant Regulators or any other rules of a relevant regulatory authority; (ii) theRules of the relevant Exchange/Market; and (iii) all other Applicable Regulations, rules andregulations as in force from time 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 mightreasonably be expected to give rise to a community of interest between them which may
involve a conflict of interest in 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 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 in
London 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;"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 and amending 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 iswithin the scope of Article 5(1) EU 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;24

"DEA Services" means the provision of access to a Trading Venue through direct market accessfacilities (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 DesignatedOffice(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
offering clients access to information and trading facilities, via an internet service, a WAP service
and/or an electronic order routing system.;"Eligible Counterparty Business" means the following services and activities: (a) dealing on own
account, execution of orders on behalf of clients or reception and transmission of orders or (b) any
Ancillary Service directly related to a service or activity referred to in (a);"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 ofBusiness;"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
maker or liquidity provider (within the meaning contemplated at Article 1 of MiFID2 RTS 27);
"Financial Instruments" has the meaning given to it in MiFID2;"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,re-enacting, 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 forinvestment 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, re-enacting, 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 ofinvestment firms engaged in algorithmic trading as at 11:00PM on 31 December 2021 as

25

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
MiFIR with regard to regulatory technical standards for the reporting of transactions to competentauthorities 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 byexecution 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
non-complex 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;"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 andexecution services, custody services, research services, the Electronic Services, the DEA Services
and any other service 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 otherresources 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;

26

(iii) a contract which would (but for its term to maturity only) be a contract made on, or subject to
the Rules of an Exchange/Market and which, at the appropriate time, is to be submitted for clearing
as a contract made on, or subject to the Rules of an Exchange/Market; in any of cases (i), (ii) and(iii) being a 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 thisdefinition;(v) any transaction the terms of which contemplate the delivery of any base metal, precious metal orother physical 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,
unless the context requires otherwise. References in this Agreement to any statute or statutory
instrument or Applicable Regulations include any modification, amendment, extension or reenactment 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 stateor any associations or partnerships (whether or not having separate legal personality) of two or moreof the foregoing. The masculine includes the feminine and the neuter and the singular includes theplural and vice versa as the context admits or requires. Words and phrases defined in the Rules of
the Relevant Regulators have the same meaning in this Agreement unless expressly defined in thisAgreement.

17.3

Schedules/Annexes: The clauses contained in the attached Schedule(s) or Annex(es) (as amended
from time to time) shall apply. We may from time to time send to you further Schedules or Annexes
in respect 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
shall prevail. The fact that a clause is specifically included in a Schedule or Annex in respect of one
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.

27

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 eligible counterparties, together withany 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 theAgreement. 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 toyour relationship with RBC Paris Branch. Unless otherwise expressly provided in the French ToBs, anyreference made in the Agreement to RBCCM, RBC London Branch or RBC Europe Limited as the casemay 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 theprovisions of French law, including the provisions of the French Monetary and Financial Code (Codemonétaire et financier – 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 themin the Agreement. The numbering and headings below follow those of the Agreement.
1.

General Information

28

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
or other electronic means, or orally (including by telephone). You will receive documents andother formal 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.

1.6

Classification: You are advised that, pursuant to French Regulatory Rules, RBC Paris Branch has
categorised you as an eligible counterparty on the basis of objective criteria. The rest of clause 1.6of the Agreement 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 (inequity, contract or tort under the Misrepresentation Act 1967) for a representation other than afraudulent misrepresentation that is not set out in this Agreement" should be replaced by and readas 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 arepresentation other than a 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
with certain 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 applicablelaws and regulations."

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 (in particular, French Regulatory Rules), we may provide you with information about

29

investments and investment strategies, including RBCCM or RBC Paris Branch research reports
and market commentaries, as well as materials prepared by third parties".
5.

Charges and payments

5.2

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,
as private and confidential even when you are no longer a customer pursuant to our professionalsecrecy duty laid down by article L. 511-33 and L. 531-12 of the Financial Code. We will notdisclose any such information to others except to the extent we are required or permitted to do soby 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 othercompanies in the Bank Group may hold and process by computer or otherwise Client Informationand may use any of that information to administer and operate your account and to provide any
Service to you, to monitor and analyse the conduct of your account, to assess any credit limit orother credit decision (as well as the interest rate, fees and other charges to be applied to youraccount), 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 may analyse and use Client
Information to enable us to provide you with certain information (by post, telephone, email orother medium, 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 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 inFrance. 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.

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

30

10.1

Approved bank: As a duly licensed credit institution (établissement de credit), and pursuant toFrench Regulatory Rules, and in particular article L. 533-10, II, 8° of the Financial Code and theorder of 6 September 2017 relating to the segregation of investment firms clients' funds (Arrêté du6 septembre 2017 relatif au cantonnement des fonds de la clientèle des entreprisesd'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 theAgreement shall be the Euro. The sentence: "the Currency specified by us as such in writing or,
failing any such specification, the lawful Currency of the United Kingdom (the "BaseCurrency")" shall be replaced by the following sentence: "the Currency specified by us in writingor, 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 etseq. 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 andat the Scheme’s official website at https://www.garantiedesdepots.fr/fr/garanties-du-fgdr/lagarantie-des-depots.

17.

Interpretation

17.1

The following definitions are added:"ACPR" refers to the French prudential and resolution authority (Autorité de contrôle prudentiel
et de 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 totime.
"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.

31

"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
registered office is 1 place Ville Marie-Ground Floor H3C3B5, Montreal, Québec, Canada andshare capital is CAD 24,143,000,000.00.
"Relevant Resolution Authority" means the resolution authority with the ability to exercise any
Bail-in 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 inclause 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 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 in
London, Paris or any other financial 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 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 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
of investment firms engaged in algorithmic trading;32

"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 byexecution 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 uponreceipt 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 thecommencement of the relationship and upon simple request, sufficient proof of your identity, yourshareholders or associates' identity or that of any other persons related to you, including yourdirectors, officers, employees and agents 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 abranch of 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 licence and 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 otheragreements, arrangements, or understanding between RBC Paris Branch (and/or RBCCM, as thecase may be) and you, each party hereby acknowledges and accepts that a BRRD Liability arisingunder the Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution
Authority, and acknowledge, accept, and agree to be bound by:
19.1.1the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority inrelation to any BRRD Liability 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, othersecurities or other obligations of the party concerned or another person, and theissue to or conferral on you of such shares, securities or obligations;(c)the cancellation of the BRRD Liability;

33

(d)

19.1.219.2

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 arisingfrom this 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 in accordance 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) the suspension 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.

34

PART B: AGENCY ANNEX
1.5. Nature of Counterparties: You represent, warrant and undertake on your own behalf and as agent for
the Counterparties 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 of it, 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 andcollateral arrangements shall comply with the margin arrangement annex and all Applicable Regulations,
including in particular, 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.

35

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
eligible counterparties, together with any related Schedules and/or Annexes, and accompanying documents
as amended from time to time (the "Agreement"). Where the German ToBs are applicable, it shall amendor supersede the terms of the Agreement. For the avoidance of doubt, the German ToBs form an integral
part of the Agreement and all the terms of the Agreement which are not amended or superseded by theGerman ToBs remain applicable to your relationship with RBC EG. Unless otherwise provided in theGerman ToBs, any reference in the Agreement 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 ofGerman 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 tothem in 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 atTaunusanlage 17, 60325 Frankfurt am Main.
RBC EG is authorized as a broker dealer (Wertpapierhandelsbank) 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
and based on the information provided to us, we have categorized you as an eligible counterparty".

2.

Scope and application

2.3

Duties and responsibilities: RBC EG is obliged by German Regulatory Rules to comply withcertain 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 andregulations."

36

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 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 (in particular, German Regulatory Rules), we may provide you with information
about investments and investment 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 5.1 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 aservice to us or to you, to Applicable Regulators, to stock exchanges and clearing authorities inany jurisdiction, to the operator of any system on 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: 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
and analyse the conduct of your account, to assess any credit limit or other credit decision (as wellas the interest rate, fees and other charges to be applied to your account), to enable us to carry out
statistical and 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 thecontrary, we and the other companies in the Bank Group analyse and use Client Information to
enable us to provide you with certain information about products and Services offered by us (or byother 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 havegiven us. If you do not wish to receive marketing information, please let us know by contacting us.

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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 as in Germany. In those cases, except where the relevant country has been determined toensure an adequate level of data protection by the European Commission or we need to make thetransfer on your behalf (to fulfil your instructions), or for public interest reasons, we will ensurethat 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”.

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 onconsent 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 mightseek the consent of the relevant individuals, we do not rely on individual consent to allow us toprocess Personal Data as described in this clause 7. Our processing is permitted by applicable dataprotection 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 purposesof 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 thesecases 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 copyof 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 torestrict our processing of their Personal Data and have a right to data portability. In case ofconsent, individuals have the right to withdraw such consent at any time with effect for the future.
They can always require us to cease processing their Personal Data for marketing purposes
as described in Clause 7.3. We will also, on request, provide them with further details of theinternational transfers, and with an explanation and copies of the related safeguards, referred to inclause 7.4.2. Individuals wishing to exercise any of these rights should contact to the Data
Protection Officer or RBC EG at the registered address of RBC EG. We reserve the right torequire appropriate proof of identity. Individuals may also lodge a complaint with a supervisory
authority, in particular in the Member State of his or her habitual residence, place of work or placeof the alleged infringement. The competent supervisory 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".

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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, inparticular section 84 WpHG, section 10 of the German Investment Services Rules of Conduct andOrganisation Ordinance (Wertpapierdienstleistungs-Verhaltens- und Organisationsverordnung,"WpDVerOV") and Art. 49 of the Commission Delegated Regulation (EU) 2017/565 of 25 April
2016, RBC EG is not allowed to hold 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 beheld with credit 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.

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
the German Investment Services Rules of Conduct and Organisation 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 theAgreement shall be Euro.

15.

Miscellaneous

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 fromthe 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
result in, or may result in, the reception, transmission or execution of orders or a Transaction being
executed by us without the use of a warning tone. A copy of the recording of such communications
will be available upon request for a period of five years and, where requested by the BaFin, for aperiod of up to seven years.
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 otherrepresentatives who communicate on your behalf to any such recordings. Directors, officers,
employees, agents or other 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 oforders or Transactions.

39

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
other documents, exhibits or notices related thereto will be provided to you.

17.

Interpretation

17.1

The following definitions are added:"BaFin" means German Federal Financial Supervisory Authority (Bundesanstalt fürFinanzdienstleistungsaufsicht)"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 totime.
"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 suchspecification, 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).
17.2

The following definitions are amended:40

"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
or transnational), 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 ofsuch Currency; or (b) euros, settlement of payments denominated in euros is generally possible
in Frankfurt or any other financial 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 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 and Frankfurt;"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
of investment 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 byexecution 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 ofany other persons related to you, including your directors, officers, employees and agents and any

41other information that RBC EG may require. If you fail to do so, RBC EG may cancel any order atyour expense.
19.

Bail-in

19.1

Notwithstanding and to the exclusion of any other provision of the Agreement between RBC EG
and you, 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, andacknowledge, 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 inrelation 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, othersecurities or other obligations of RBC EG 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.

Contractual Stay
You acknowledge that the provisions regarding the temporary 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 (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 to the "liability" of RBC EG, and any affiliated entity of RBC EG.

42

PART B: AGENCY ANNEX
1.5. Nature of Counterparties: You represent, warrant and undertake on your own behalf and as agent for
the Counterparties 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 of it, 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 andcollateral arrangements shall comply with the margin arrangement annex and all Applicable Regulations,
including in particular, 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 andconfidential even when you are no longer a customer pursuant to our professional secrecy duty laid down
by article L. 531-12 of the French 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 orwith your express consent.
17.

Interpretation

17.1

The following definition is added:

43

"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.

44