Introduction.

Part 1 - Defined Terms.

Part 2 - Use of the Employee Share Account Service.

1. What is the Employee Share Account Service?
2. What if my Securities are held by a Trustee?
3. You will be categorised as a Retail Client
4. Who provides the Employee Share Account Service?
5. Use of Nominee Company
6. Banks and Custodians
7. Appropriateness and Suitability Test.
8. SAYE Plans.
9. Communications and Authorisation to Pay.
10. Termination of Employment.
11. Return of Money to You.
12. Deductions from Salary.
13. Foreign Currency Exchange and Deductions.
14. Interest.
15. Exercise of your Options.
16. Selling or Transferring your Securities.
17. How and when we will carry out your Instructions.
18. Market Orders and Limit Orders.
19. Tax.
20. Sale proceeds and Payment Methods.
21. Acknowledgements.
22. Other Terms and Conditions.
23. Dividends.
24. Notifying the Company.
25. Corporate Actions.
26. Shareholder Meetings.
27. Takeovers.
28. Information and Statements.
29. Errors.
30. Cancelling or withdrawing from the Employee Share Account Service.

Part 3 - Access to EquityGateway & General Terms and Conditions.

31. Access to EquityGateway.
32. Your Representations and Warranties.
33. Liability.
34. Indemnity.
35. Contacting each other.
36. Changes to this agreement.
37. Complaints and Compensation..
38. AML/KYC/CFT & Background Checks.
39. General
40. Data Protection Notice and Company Access to Orders.

Schedule 1 Company Details & Costs.

Schedule 2 Trust Services.

Schedule 3  COR Customer Agreement

Introduction

Your employer Company, as detailed in Schedule 1 (the “Company”) has agreed that Global Shares (as defined below) will provide certain services to the Company and also to you.  This is because you are a current or former employee of the Company and you are a member of an employee share plan operated by the Company.  This agreement is between you and Global Shares.  It sets out the basis on which we provide our services to you.  If you need to contact us, please use the “Contact Us” page on your EquityGateway. 

In several places there are particularly important warnings or disclaimers which we want to bring to your attention.  They will be highlighted like the text below:

Part 1 - Defined Terms

We use defined terms throughout this agreement.  You should read them to ensure you can understand this agreement.  Headings are for ease of reading only and do not form part of this agreement.  In this agreement, the following words and phrases have the meaning as set out below:

Part 2 - Use of the Employee Share Account Service

1. What is the Employee Share Account Service?

1.1 The Employee Share Account Service is made available to you by arrangement with the Company. It is being made available because you are a current or former employee of the Company and you are a participant in the Share Plan.  The Employee Share Account Service consists of several services as set out in the definition in Part 1 of this agreement.

1.2 This agreement covers all the services which Global Shares might provide to you. You might not avail of all of the services straight away when you accept this agreement, but if you use those services at a later stage, then this agreement will apply. 

1.3 Each time you issue any Orders or other instructions to us or access EquityGateway, you represent to us and agree that you have read and understood this agreement and have agreed to be bound by this agreement.

1.4 You agree to deposit your Securities into the Employee Share Account upon the Award or Option vesting, maturing, being exercised or released (as appropriate) of a Share Plan via the Employee Share Account. Should the Share Plan rules provide that your Securities must be held in a trust for a certain period of time, you agree for the Trustee to hold your Securities on your behalf.

1.5 For the avoidance of doubt, any Options(s) or Award(s) that you may have pursuant to a Share Plan will not be held on your behalf within the Employee Share Account – you hold such Option(s) or Award(s) yourself. As such your Option(s) or Award(s) will not be affected in the event that we or a Nominee become insolvent.

1.6 The Employee Share Account Service is only available to individuals, who participate in a Share Plan with the Company. If you wish to use this service, it is solely your responsibility to ensure that you are legally permitted to join the Employee Share Account Service, to complete any necessary formalities and to inform yourself about and observe any applicable legal requirements including (without limitation) any reporting, tax or exchange control requirements as these relate to your participation in the Employee Share Account Service. Where this agreement has been received in a country where the provisions of such a service would be contrary to local laws or regulatory procedures or legal formalities, this agreement should be treated as being for information purposes only. If there is any doubt regarding your suitability to join the Employee Share Account Service, you should seek independent professional advice. Should it materialise that you are subject to the jurisdiction of such a country we may, at our discretion or at the direction of the Company, cancel your participation in the Employee Share Account Service.

1.7 Residents of other jurisdictions that do not allow the offering of financial services to their citizens without a specific licence or permission or tolerate it only to a limited extent must not utilise the Employee Share Account Service and herewith indemnify Global Shares against any damage, costs or loss that Global Shares suffers by violating any prohibition.

2. What if my Securities are held by a Trustee?

• 2.1 If you have Securities held by a Trustee in a trust on your behalf:
  • 2.1.1 Schedule 2 shall apply to you in relation to those Securities held in trust by that Trustee;
  • 2.1.2 you acknowledge and agree that the Trustee has engaged Global Shares Ireland to provide administration, record-keeping and other services to the Trustee;
  • 2.1.3 if you send a valid request to sell or transfer shares using the EquityGateway system, that request is processed by Global Shares Ireland on behalf of the Trustee;
  • 2.1.4 that request will in the normal course be delivered as an Order to Global Shares ESL (or Global Shares US as the case may be) on behalf of the Trustee; and
  • 2.1.5 the Trustee rather than you shall at all times be the client of Global Shares ESL (or Global Shares US as the case may be).
• 2.2 If you have Securities held by a Trustee in a trust on your behalf, this agreement shall be interpreted accordingly such that:
  • 2.2.1 the Trustee, rather than you, is the client of Global Shares ESL (or Global Shares US as the case may be) and is the legal person which issues Orders to Global Shares ESL (or Global Shares US as the case may be);
  • 2.2.2 the Trustee is the legal entity which is entitled receive the net proceeds of sale, notwithstanding that these may be delivered directly to you at the request of the Trustee; and
  • 2.2.3 Tax, Costs and other taxes and deductions will be calculated by reference to you as beneficial owner of the Securities as required but only as it relates to those Securities held by a Trustee in a trust on your behalf

3. You will be categorised as a Retail Client

• 3.1 In relation to the investment services subject to regulation by the Malta Financial Services Authority under the MiFID legislation, unless otherwise notified by us in writing, you shall be categorised as a retail client. You consent to being categorised as a Retail Client. You may request to be categorised as a professional client by contacting Global Shares Ireland via EquityGateway or by post to Building D, West Cork Technology Park, Clonakilty, Co. Cork, Ireland. However, please note that as a retail client you will receive this highest level of protection under the relevant legislation.  Note:  This does not apply to US Persons.

4. Who provides the Employee Share Account Service?

• 4.1 The Employee Share Account Service is administered by 1) Global Shares US for US Persons and 2) Global Shares ESL for non-US persons on behalf of and under an arrangement with the Company. Global Shares ESL is an authorised MiFID investment firm and is regulated by the Malta Financial Services Authority to provide certain investment services.
• 4.2 For US Persons, the execution of Orders will be provided to you by Global Shares US, which is a division of Benjamin & Jerold Brokerage I LLC. Global Shares US is a United States broker-dealer registered with the Securities and Exchange Commission to execute investment transactions.  Pursuant to a fully disclosed clearing agreement with Global Shares US, COR Clearing LLC (“COR”) will serve as the clearing broker for Orders and other transactions made by Global Shares US on your behalf.  
  
  Accordingly, if you are a US Person, you are required to open a brokerage account with COR so that COR may clear such orders and transactions.  Global Shares ESL will assist you with that account opening process if required.  Schedule 3 hereto, which sets forth the terms and conditions of opening and utilizing an account with COR, shall apply to you and you hereby accept those terms and conditions.

5. Use of Nominee Company

• 5.1 Global Shares ESL uses Global Shares Nominees as its Nominee to hold your money and Securities.  Global Shares Nominees is a company which does nothing else but holding money and Securities for clients of Global Shares ESL. In this way, your Securities and money are separated from the capital of Global Shares ESL and remain available for you and for the other clients of Global Shares ESL, even if Global Shares ESL entered into insolvency.   The Nominee will be the legal owner of the Securities.  You will be the beneficial owner of the Securities.
• 5.2 For US Persons, Global Shares US does not use a Nominee and you will hold an individual account with Cor Clearing in accordance with the attached Schedule 3.
• 5.3 Global Shares ESL is fully authorised by Global Shares Nominees to act and contract on behalf of Global Shares Nominees. Global Shares ESL enters into this agreement with you for itself and on behalf of Global Shares Nominees. Rights and obligations concluded in this agreement and which relate to the holding of Securities are concluded by Global Shares ESL on behalf of Global Shares Nominees. All communication and instructions between you and Global Shares Nominees go through Global Shares ESL as authorised representative of Global Shares Nominees. You hereby grant Global Shares ESL an irrevocable power of attorney to give instructions to Global Shares Nominees on your behalf to process your instructions and Orders and to collect and transmit the agreed Costs to Global Shares and to perform your other obligations under this agreement.
• 5.4 We may arrange for a different Nominee to hold your Securities for you. The Nominee may be a member of the Global Shares Group or we may appoint a third party. If we appoint a third party, the Securities will be held at your risk on such terms and conditions as such third party may require. We will exercise reasonable care in the selection of any such third party. We shall be entitled to grant it liens and / or other security interests over the Securities to the extent allowed by law. The Nominee will be the legal owner of the Securities, bound by the constitutional documents of the Company in relation to those Securities. You will remain the beneficial owner of the Securities.
• 5.5 We and the Nominee are only bound by your interest in your Securities and cannot be bound by the interests of any third party. Therefore, you must not give any other person rights over your Securities or assign this agreement or any rights, benefits or obligations under the terms of this agreement to any person or entity. We will not recognise any trust or third-party rights or interests in relation to Securities held by us or the Nominee and notice of any such trust will not be binding on us.
• 5.6 We or any Nominee will hold the Securities in uncertificated form, unless otherwise agreed in writing.
• 5.7 We have an absolute discretion to refuse to accept any application to transfer Securities into our or the Nominee’s name.

6. Banks and Custodians

• 6.1 Global Shares will hold all money and Securities, which you hold with us, with third parties such as banks, custodians (including, but not limited to, central securities depositories) and clearing houses. Insofar as such third parties require a security right, right of  or lien with respect to these Securities, you hereby give Global Shares the explicit approval to grant this right to these third parties to the extent permitted by law (except to the extent that rights on different terms are required by applicable law in a third country jurisdiction in which your client assets are held by such a person).
• 6.2 You authorise us to pool any Securities and money we hold on your behalf in any relevant custody omnibus or bank omnibus accounts respectively. You understand and accept that by pooling your Securities and money with those of other clients, you retain all rights you have as the beneficial owner but that your entitlement will not be identifiable by separate share certificates or other electronic records of title or ownership. Subject to Costs set out in Schedule 1 of this agreement, all client money the Nominee holds on your behalf will be maintained in an appropriately designated and named client asset bank account at an EU-approved, US-approved or other bank. In the event that we, a Nominee, bank or third party became insolvent, any irreconcilable shortfalls in Securities or money in the omnibus accounts may be pro-rated with all other participants in the relevant omnibus accounts and you may not recover all of your Securities or money. If, for operational, legal or regulatory purposes, Global Shares is required to maintain your Securities or money in a Nominee or with a third party based in a jurisdiction outside of the EU or the United States of America, then we will take all reasonable steps to protect the Securities or money in accordance with the local equivalent law and rules with regard to how your Securities or money are treated. These may be different to those in the EU or United States of America and your rights in the event of insolvency may be reduced.

7. Appropriateness and Suitability Test

• 7.1 MiFID requires investment firms providing certain investment advisory services which include the buying and selling of complex products to apply an appropriateness test to each of its customers. The test is used to assess a customer’s knowledge and experience in the investment sector relating to the buying and selling of complex products.
• 7.2 Complex products can be anything that is not defined as a non-complex product. Non-complex products include shares listed on a recognised stock exchange; money market instruments; bonds and units / shares in UCITS qualifying collective investment scheme.
• 7.3 By accepting this agreement you agree that Global Shares is not required to undertake the appropriateness test on you as the Employee Share Account Service only facilitates the purchase and/or sale of non-complex products i.e. Securities, on an execution-only basis, and Global Shares does not provide investment advice.

8. SAYE Plans

• 8.1 You authorise the Company Group to deduct the agreed periodic savings amount from your pay and lodge it to your Employee Share Plan Account or such other account as is designated for the purpose, until such time as you have completed all the agreed monthly contributions relevant to the length of your SAYE Plan contract or until cancelled by you in writing.
• 8.3 You acknowledge that any Option granted to you will be governed by the Share Plan Rules and any Securities under the SAYE Plan will be governed by the constitutional documents of the Company and you agree to be bound by these.
• 8.3You agree that all contributions that are due to be repaid to you in respect of the Share Plan, will be made to you directly or to the Company on your behalf.
• 8.4 You understand that you are under no obligation to exercise your Option at the end of the Option Period.
• 8.5 You authorise us to deduct any tax (including Tax) due on the exercise of your Option from your pay, where so required by legislation and/or by the relevant tax authorities and to pay it to the Company for onward payment to the tax authority and you agree that you shall not be entitled to receive Securities upon the exercise of your Option unless arrangements satisfactory to your employer have been made to fund any statutory withholdings required.
• 8.6 You hereby warrant, represent and undertake to us that:
  • 8.6.1 you are eligible to participate in the SAYE Plan which has been arranged by the Company Group;
  • 8.6.2 (For UK and Ireland SAYE Plans) your savings contract will not breach the restrictions in the prospectus associated with the SAYE Plan and if it does, you will lose any interest or bonus under the SAYE Plan;
  • 8.6.3 the information you have given in connection with this application is accurate, complete and true; and
  • 8.6.4 you are applying for an Option on your own behalf and not as a trustee or nominee for any other person.
• 8.7 You acknowledge that you can cancel your agreement to participate in the SAYE Plan at any time.
• 8.8 You agree that if you cancel at any time before maturity, you may lose your right to exercise your Option. Should you wish to cancel this Agreement please contact Global Shares by using the “Contact Us” facility on your EquityGateway.

9. Communications and Authorisation to Pay

• 9.1 You irrevocably and unconditionally authorise us to act as your agent and to instruct the Broker, clearing house, custodian, payment or foreign exchange agent to transfer money to make the necessary payments to the issuer, tax authority or your personal bank account as per the details provided via EquityGateway.
• 9.2 We will assume that any communication which comes from you is from you and we will assume that any document which we receive and which appears to have been signed by you has been authorised by you. We will not be required to establish the authority of anyone quoting or using your Security Details. Please keep these details safe since their object is to prevent fraud.
• 9.3 You irrevocably and unconditionally appoint us to act as your agent when we undertake a sale or transfer of your Securities. By agreeing to be bound by this agreement, you give us your authority to sign, complete and deliver any transfer form or other document and to do anything else we think necessary or desirable to give effect to your instructions and this agreement and/or to facilitate us holding your Securities for you subject to this agreement.

10. Termination of Employment

• 10.1 If your employment with the Company Group ceases, in relation to your Securities you may, subject to Schedule 1, continue to use the Employee Share Account services.
• 10.2 If at the time of cessation of employment with the Company Group you hold vested Options or Awards, you may have a limited time to exercise these Options or receive Securities from an Award. After this time the Options and Awards may lapse. The time limits that apply to your Share Plan will be governed by your Share Plan rules. Information relating to these time limits will be available on your EquityGateway, but you should always refer to the Share Plan rules.
• 10.3 It is your responsibility to correctly, clearly and fully instruct Global Shares in accordance with the current process which has been notified to you (if any) if you want to exercise your Options before they lapse. If no process has been agreed, you should contact Global Shares by using the “Contact Us” facility on your EquityGateway and the first line of the message should read “Urgent – Option Exercise Instruction”. Global Shares will not be responsible for any delay or inaction on your part, or if you notify a third party other than Global Shares (even if that third party notifies Global Shares) and will not be liable for any losses due to Options or Awards lapsing.
• 10.4 Fractional Shares Unless otherwise agreed between Global Shares and the Company, if you instruct us to sell all your Securities, we will only sell whole numbers of Securities. Any fraction of a Security (i.e. less than one whole Security) which we hold for you after that will be sold and the proceeds donated to a charity of our choice.
• 10.5 If your employment with the Company Group ceases and if you have not sold or transferred your Securities, you agree that your Securities may be sold by us on your behalf and any monies resulting from the sale of your Securities (after any deductions have been made in accordance with Schedule 1 and without interest) will be paid to you either
  • 10.5.1 by electronic transfer to the Bank Account; or
  • 10.5.2 if no such bank account details are held on file, we will attempt to contact you prior to a sale of your Securities by us on your behalf to obtain bank account details and we will pay to that bank account.
• 10.6 Subject to section 7, in the event that we cannot obtain bank account details from you, we may (at our absolute discretion)
  • 10.6.1 sell your Securities and send the net proceeds to your previous employer so that it may pay such proceeds to you. By agreeing to this agreement you agree that we discharge all duties and obligations which we owe to you in respect of proceeds at the time they are sent to your previous employer; or
  • 10.6.2 subject to section 16, sell your Securities and send a cheque or bank draft to you at the address which we hold for you on EquityGateway.
• 10.7 In the event that we cannot send you the net proceeds and/or money in accordance with the preceding paragraphs of this section 10, you agree that we may keep the net proceeds in your Employee Share Account and continue to hold your money until we obtain up to date and acceptable payment details from you, in which case your Employee Share Account will be subject to the deduction of the fee set out in Schedule 1.
• 10.8 You will be required to furnish us with sufficient information and source of funds documentation for Anti-Money Laundering/Counter Financing of Terrorism legislation purposes. This normally takes the form of the documentation set out in section 2, but we reserve the right to seek additional documentation and/or evidence.
• 10.9 Until you provide us with sufficient documentation and/or information, your Employee Share Account will be restricted preventing you from submitting sale or transfer Orders to us. Global Shares shall not be responsible for any losses due to your not being able to exercise Options, trade or otherwise utilise your account. Global Shares may, at our discretion, hold any money or Securities belonging to you until we are satisfied that you have completed all required Anti-Money Laundering/Counter Financing of Terrorism and other checks which we deem appropriate.
• 10.10 If we are not satisfied with the documents and/or information supplied by you to us pursuant to section 7 (or if you do not provide them within a 30 day time period), we may, at our absolute discretion, discontinue your use of the Employee Share Account Service and you will be deemed to have submitted a Deemed Sell Order to us.

11. Return of Money to You

• 11.1 Subject to section 20 below, we may return any monies (after any deductions having been made in accordance with Schedule 1 below and without interest) to:
  • 11.1.1 the member of the Company Group which you are (or were) employed by so that it may pay such monies to you;
  • you; or
  • 11.1.2 the administrator or executor of your estate

in each of the following circumstances:

• If you no longer participate in the Share Plan;
• If you exercise your cancellation rights in accordance with section 29 below;
• If you want to stop using the Employee Share Account Service and have all of your Securities transferred into your own name;
• If we advise you that we no longer wish to hold, or have the Nominee hold, Securities on your behalf and that all of your Securities should be transferred into your own name;
• If you are deemed to have issued a Deemed Sell Order; or
• If we receive formal notice of your death, bankruptcy or mental incapacity.

12. Deductions from Salary

• 12.1 If required pursuant to the Share Plan, a portion of your salary (or money otherwise made available) will be sent by the Company Group to us so that we may invest it in Securities on your behalf or, if required, maintain it in a client asset account for you.
• 12.2 Without prejudice to section 7, in the case that section 1 applies, then upon receipt of cleared money in respect of such monies we will use such money to either purchase Securities on your behalf and such Securities will then be held in the Employee Share Account, or we will maintain the money in a client asset bank account for you.

13. Foreign Currency Exchange and Deductions

• 13.1 Prior to any purchase of Securities, your local currency will be converted into the same currency as that in which the Securities are denominated, as required. A commission or fee will be payable as outlined in Schedule 1 below which you authorise us to deduct from such monies prior to being invested in Securities. We may also make deductions for any taxes or charges payable by us or the Company on the purchase of such Securities or on related documents. In calculating such deductions we will round up to the nearest penny or cent as applicable (or, where different, the equivalent denomination of the same currency as that in which the Securities are denominated).
• 13.2 If we are required to send any money to you in a currency other than the currency in which we receive it, or if we have to convert it for any other reason, a commission or fee will be payable as outlined in Schedule 1 below which you authorise us to deduct.
• 13.3 As part of the process of converting your money into another currency, the money will be paid to another account with the Cash Payment Provider, and then a payment made out to you. Therefore as part of this process, there may be times when your assets are not held by Global Shares in a client asset account and will not be covered by the protections provided for in MiFID. You agree to this process and consent to your money being held and paid to you in this manner.

14. Interest

• 14.1 We will not pay interest on monies received or held by us.

16. Selling or Transferring your Securities

• 16.1 In all circumstances other than those outlined in section 15 above, you may instruct us to sell or transfer:
  • Some of your Securities (by selecting specific Securities), or
  • All of your Securities.
• 16.2 If you instruct us to sell or transfer, we will only do so if the proceeds will be sufficient to cover any Costs and Tax.
• 16.3 You can only sell whole numbers of Securities, unless otherwise agreed.
• 16.4 You must complete an online instruction to us via EquityGateway in order to sell your Securities, unless another process has been agreed. Such an instruction can be an express instruction issued by you or a deemed instruction from you (such as a Deemed Sell Order) which is triggered by the occurrence of a certain event in accordance with this agreement or the Share Plan Rules.
• 16.5 If we have received and accepted an instruction from you to transfer the Securities into your own name, but we are not in receipt of cleared money with respect to any transfer fee payable, we may cancel your instruction.
• 16.6 If you instruct us to transfer your Securities and we do not accept your instruction, we will contact you to tell you why. If you do not provide us with any requested information in the time given, we may cancel your instruction and any advance payment will be refunded, less any actually incurred costs.
• 16.7 You will normally only be able to transfer your Securities into your own name or to a third party brokerage account in your name.
• 16.8 In the absence of a valid instruction to the contrary, to the extent possible, Securities are sold or transferred on a “first in, first out” basis.

17. How and when we will carry out your Instructions

• 17.1 When we receive a valid sale instruction from you, we will aim to instruct the Broker to execute the sale of your Securities (subject to any Limit Order) on your behalf. Where appropriate, the sale may occur on that Business Day or may be delayed to another day in accordance with normal practice on that Exchange.
• 17.2 Before we carry out any instructions or execute any Orders, we may require authorisation from the Company Group. In that case, you expressly agree and acknowledge that the Company Group will have access to and visibility of your instructions and Orders to us and may change them or cancel them.  This may delay your Orders or instructions being carried out.  You should liaise with the Company Group to ascertain its policy and practice in this regard.
• 17.3 You hereby irrevocably and unconditionally appoint us to act as your agent when we execute your instructions and Orders. By submitting an instruction pursuant to the Employee Share Account Service, you give us your authority to sign, complete and deliver any transfer form or other document and to do anything else we think necessary or desirable to give effect to your instructions.
• 17.4 By instructing us to
  • 17.4.1exercise your Option;
  • 17.4.2 sell or transfer your Securities; or
  • 17.4.3 liaise with the Company to facilitate its obligation to send a Cash Payment to you on your behalf, as appropriate,

you warrant and represent to us that you are entitled to do so, that your Option is valid and extant and capable of being exercised by you and that no other person has any rights, interests or charges in or over such Options, Securities or Cash Payment.

• 17.5 In order to sell your Securities we will use a Broker. While we take reasonable care in the selection and continued use of such Brokers we do not accept responsibility for losses or expenses suffered or incurred by you as a result of any acts or omissions of such Broker.
• 17.6 You acknowledge that orders above a certain size may be subject to manual review and entry which may cause delays in processing your instruction. All such orders will be processed as soon as practicable.
• 17.7 We may aggregate your order with instructions we receive from other participants using the Employee Share Account Service. The Broker may also aggregate the instruction we provide to it with instructions it receives from its other clients. Aggregate trades may be transmitted to the Broker at the end of the day rather than at the time received by us. This may result in a more or less favourable price than if your instruction had been executed separately.

18. Market Orders and Limit Orders

• 18.1 If allowed by the arrangement between Global Shares and the Company, you may submit a Limit Order. Where Limit Orders are not supported, you may not specify the price or the minimum price at which Securities are to be sold for you.
• 18.2 If you do not place a Limit Order, your Order will be deemed to be a Market Order.
• 18.3 If you place a Limit Order and we accept such instruction to sell, your instruction will be valid
  • 18.3.1 until your Order is executed, as long as this is by close of the trading hours of the Exchange that day if you select “Day Limit Order”, or
  • 18.3.2 within the number of calendar days validly specified from the instruction being placed on the market if you select “Good ‘Til Date” (the “limit order period”).
• 18.4 If the Limit Price is not reached within the limit order period, your Order will automatically be cancelled and you will be notified of this fact on EquityGateway.
• 18.5 If the Limit Order is not reached by the time a Close Period begins, you must cancel your instruction via EquityGateway (or it may be cancelled automatically) and resubmit your instruction (if you require) on expiry of the Close Period. For these purposes a “Close Period” is a period during which you may be restricted from trading under the Company’s share dealing policy. We reserve the right to cancel any such Limit Order if you have not done so by the time a Close Period begins.
• 18.6 Limit Orders may be cancelled, but not changed, at any time before the Order is executed. If you wish to change your Limit Order, you must cancel the initial instruction and then submit a new instruction.
• 18.8 If we are notified that your Option lapses, any Limit Order which you have in place which has not been executed will be cancelled by us. Consequently, in the absence of sale proceeds from which to satisfy the Option Cost, Costs and, if applicable and deducted, Tax, your Option will not be exercised pursuant to such Limit Order.
• 18.9 If we received a large number of Limit Orders at the same price, or your Limit Order relates to a large number of Securities, it may not be possible for us to execute your Order before the price of the security falls below the Limit Price. We will try to execute instructions for the same Limit Price in order of receipt.
• 18.10 In general, you agree to the details of your Order being made public and/or shared with any relevant regulator in accordance with legislation.
• 18.11 Should the market value of the Securities change due to an event such as, but not limited to, a corporate action, we may cancel any Limit Order in place which has not yet been executed.

19. Tax

• 19.1 A member of the Company Group may withhold the Tax in respect of the exercise of your Option or Vesting of your Awards levied in relevant jurisdiction(s).
• 19.2 Tax may be calculated by the Appointed Tax Agent or by a member of the Company Group.
• 19.3 The Company Group may send the tax to the relevant tax authority on your behalf.

20. Sale proceeds and Payment Methods

• 20.1 If you instruct us to sell any of your Securities, we will send any net sale proceeds to your Bank Account after deduction of Costs, taxes and other deductions. Alternatively, if the Company provides for it, we may send any sale proceeds to the Company for it to pay you via payroll and you accept we will have no further responsibility to you after we have sent the sale proceeds to the Company.
• 20.2 If you require the net proceeds to be converted into another currency, this agreement will apply.
• 20.3 If we can’t make the payment to you because we do not have sufficient bank account details, the net sale proceeds will be held in a designated client asset bank account pending receipt of revised bank account details from you. We will not pay interest on monies held in this account. We reserve the right (but are not obliged) to issue your payment in the form of a cheque or bank draft to you to your address as it appears on our records.
• 20.4 The sale proceeds payable on the sale of your Securities will be received by Global Shares on the settlement date. The settlement date will normally be two or three Business Days following the date of the trade but will depend upon the standard practice of the market in which the Securities are traded. Payments may not be processed on a bank holiday in the country of the Cash Payment Provider or your bank. Global Shares is not obliged to make any payment to you until after it has received the sale proceeds. The Option Cost, Costs and, if applicable, Tax and Backup Withholding will be deducted from any sale proceeds and the balance, if any, will be remitted to you in accordance with this section 20.
• 20.5 Subject to section 15 above, we will send any Option Cost and any monies withheld for Tax to the Company Group which you are (or were) employed by on your behalf following the exercise of any Option or Vesting of any Awards.
• 20.6 If you exercise your Option and this results in the delivery of a Cash Payment, it shall be the Company’s sole responsibility to send any Cash Payment to you.
• 20.7 We will not accept (and you should not give) any instructions to make payment to anyone other than you.
• 20.8 It will be your responsibility to update any change(s) to your Bank Account details on EquityGateway. Your Bank Account must be in your name.
• 20.9 Save in respect of Backup Withholding and any Tax deducted, neither we nor the member of the Company Group which you are (or were) employed by will take into account any other taxes which may be levied on the exercise of your Option, Vesting of your Awards or sale or transfer of any Securities pursuant to the Employee Share Account Service. It is your sole responsibility to calculate, report and pay all your taxes.

21. Acknowledgements

• 21.1 In the normal course, we will not expressly acknowledge your Orders, except that they will be visible on EquityGateway.
• 21.2 Where you have provided your email address we may acknowledge receipt of your sale instruction by email and, if applicable, may inform you by email when your Securities have been sold. We will not acknowledge receipt of any instruction to transfer your Securities.
• 21.3 Where the Broker effects the sale of Securities pursuant to the Employee Share Account Service, a trade confirmation also known as a contract note will be available to you within one Business Day of the receipt of confirmation from the Broker of the sale of your Securities. Your contract note will be placed on EquityGateway and a confirmation email will be sent to your email address held on our records. The contract note will detail, among other things, the number of Securities sold on your behalf, the price per security achieved, the time of the trade together with the Costs and, if applicable and deducted, Option Cost, Tax and Backup Withholding.

22. Other Terms and Conditions

• 22.1 The decision to exercise your Options or sell or transfer your Securities is solely your responsibility. You should exercise your own judgement when making any decision in relation to any dealings in the Securities and ensuring that the Employee Share Account Service meets your own requirements.
• 22.2 You should seek your own investment, taxation, financial, legal or other advice from suitably qualified professional advisers before making any decision or giving us any instructions or Orders.
• 22.3 You acknowledge and agree that Securities values may go down as well as up and may result in you not receiving back the full amount invested. Historical performances are not indicators for future performances.
• 22.4 The price of Securities may fluctuate in the period after you send your instruction but before we receive it and it is executed. If, as a result of market fluctuations, insufficient money are realised from the sale of your Securities to cover any Option Cost, Costs and, if applicable and deducted any Tax and Backup Withholding, it will be necessary for us to contact you to recover the shortfall and you agree to pay any such shortfall to us.
• 22.4 We and/or the Broker and/or the Cash Payment Provider are entitled to deduct the Option Cost, Costs and any Tax and Backup Withholding from your sale proceeds.
• 22.5 You may not cancel or amend any instructions to transfer Securities once they have been received by us. Your request will be irrevocable by you.
• 22.6 Conflicts of Interest Any member of the Global Shares Group, the Cash Payment Provider, any Broker and our agents and subcontractors may effect transactions notwithstanding that it has a direct or indirect material interest or a relationship of any description with another party which may involve a conflict with its duty to participants using the Employee Share Account Service. We manage those conflicts of interest of which we are aware, and monitor the effectiveness of our policies and procedures on a regular basis. We make every effort to disclose our interests and those of our employees where it is suspected that a conflict of interest may arise.
• 22.7 Termination We may terminate the Employee Share Account Service at any time by giving you 20 Business Days’ written notice of our intention to do so. We will request that you withdraw your Securities from the Employee Share Account Service within this notice period. If you do not do so, you will be deemed to have submitted a Deemed Sell Order to us. We may exercise our rights under this section for any reason at any time without your consent.
• 22.8 Death, Bankruptcy or Mental Incapacity If we receive formal notice of your death, bankruptcy or mental incapacity we will sell all your Securities or transfer all your Securities into the name of the duly appointed administrator or executor of your estate (or equivalent personal representative) in accordance with the instructions of such administrator or executor (or equivalent personal representative). this agreement shall apply with the necessary changes having been made. Any Costs payable are set out in sections 15 to 21 (inclusive) and in Schedule 1.  Once the aforementioned sale or transfer has been effected we will then no longer hold the Securities for your estate, this agreement will no longer apply to those Securities and, we will pay out any monies that we hold on your behalf. The Employee Share Account will no longer be made available to your estate.
• 22.9 While in the ordinary course we will seek to take instructions from your duly appointed administrator or executor (or equivalent personal representative), in the event we cannot obtain such instructions from them to our satisfaction, we reserve the right (at our absolute discretion) to either
  • 22.9.1 obtain instructions from the Company or another member of the Company Group; and/or
  • 22.9.2 act in accordance with sections 6 and 10.7 as if your employment with the Company Group had ceased and we could not return your Securities and/or money to you.
• 22.10 Fractional Shares Unless otherwise agreed between Global Shares and the Company, if you instruct us to transfer all your Securities into your own name, or are deemed to have done so (for example in the case of a Deemed Sell Order), any fraction of a Security of less than one whole Security which we hold for you will be sold and donated to a charity of our choice.
• 22.11 Compliance with laws and Share Plan Rules You agree that (i) our obligations to you and (ii) your operation of the Employee Share Account and your instructions to us are at all times subject to (a) all applicable laws and regulations and (b) the Share Plan Rules. You agree that we may take any action which we in good faith believe is required by any applicable laws or regulations or the Share Plan Rules, including but not limited to restricting, suspending or terminating the services which we provide to you and not acting on any instructions which you give to us.  In the event that (a) any applicable laws and regulations or (b) the Share Plan Rules provide for any malus, clawback or similar or analogous provisions, you authorise us to transfer or return, without payment to you, your interest in any Securities to the Company or to any third party nominated by the Company as the case may be.

23. Dividends

• 23.1 Unless otherwise agreed in writing or if you otherwise elect, dividends received by us in respect of the Securities may be reinvested by us by purchasing further Securities on your behalf. Such Securities will be held by us or the Nominee in accordance with this agreement. A purchase commission or fee will be payable as outlined in Schedule 1 below which you authorise us to deduct from such dividends prior to being reinvested in Securities.
• 23.2 We only facilitate reinvestment in whole Securities (as opposed to fractions of a security). If any residual money is insufficient to purchase a further Security, it will be retained by us on your behalf in a client asset bank account for you and aggregated with any future dividends paid on the Securities and used to reinvest in further Securities in accordance with this section 23, or else it will be retained for you.
• 23.3 If we, the Nominee or the Company are required by applicable law to make any deduction from any dividend or other payment due to you, we or the Nominee (having been provided with the appropriate rates by the Company), or the Company, may do so. We or the Nominee may also make deductions for stamp duty or other taxes (where known), or charges payable by us, the Nominee or the Company on dividends or other payments due to you or on related documents. In calculating such deductions we and the Nominee will round up to the nearest penny or cent as applicable (or, where different, the equivalent denomination of the same currency as that in which the Securities are denominated).
• 23.4 As soon as reasonably practicable on or after receipt of your dividend, monies will be aggregated with the monies of all other Employee Share Account participants. An instruction will be passed by us to a Broker to purchase as many Securities as can be paid for from the aggregated monies remaining from the dividend amount after providing for the deduction in respect of purchase commission or fee pursuant to this section 23 and any applicable deductions pursuant to this section 23. Monies from the aggregated money will be applied to settle executed trades as settlement becomes due.
• 23.5 The Broker may carry out several market transactions in order to acquire the number of Securities needed for the dividend reinvestment. This process may take a number of days. The prices at which the Securities are purchased may vary between transactions in which case deal prices will be averaged with all Employee Share Account participants receiving the same price and this may operate to your advantage or disadvantage. The price at which Securities will be bought on your behalf will depend on the price of the Securities on the exchange on which they are traded when the deal is carried out. The Securities will be bought at the then current market price available at the time of dealing. Accordingly, you cannot specify a maximum or minimum price.
• 23.6 Due to the typically large size of aggregated dividend reinvestment trades, a validation process will be undertaken by us and the Broker to confirm that the correct number of Securities have been purchased for all participants in the Employee Share Account Service. Only once we are able to determine finally how many Securities will be allocated to all Employee Share Account Service participants, have carried out the necessary internal audit procedures, have allocated your Securities to you and sent you a tax voucher (or equivalent) and contract note (as appropriate) on your EquityGateway, will the purchase be regarded as complete and properly executed. Depending upon the nature of the trade, this process can take up to fourteen Business Days.
• 23.7 You will be notified by electronic mail within one Business Day of our being satisfied that all the procedures have been completed and/or when your tax voucher (or equivalent) and/or contract note (as appropriate) is available for collection from EquityGateway.
• 23.8 Rather than invest dividends in Securities, we may, at our absolute discretion, or will, if required by the Share Plan Rules or law or regulation, pay out dividends by electronic transfer to your Bank Account in accordance with this agreement.

24. Notifying the Company

• 24.1 If you are designated as an insider, a person discharging managerial responsibilities or similar, and if required by the Company, you authorise us to notify the Company of any trades completed by you.
• 24.2 You agree that if the Share Plan Rules, or the Company, requires us to seek approval from the Company prior to acting on or giving effect to your instructions, we are obliged to do so and we shall not be responsible for any losses arising indirectly from any delay in seeking or obtaining approval from the Company or any delay in acting upon or giving effect to your instructions.

25. Corporate Actions

• 25.1 If you are entitled to receive extra Securities (for example, through a bonus or other capitalisation issue), we or the Nominee will automatically hold the new Securities for you under the terms of this agreement.
• 25.2 We will take all reasonable steps to ensure that, as early as reasonably practicable, you receive the same rights as you would have done if you held your Securities in your own name. If you reply in sufficient time to allow us to act, we will follow your instructions. We will generally not act without your instructions.
• 25.3 If you are entitled to buy extra Securities (for example through a Rights Issue or a dividend reinvestment) we will, if applicable, subscribe for as many of the new Securities to which you are entitled as can be paid for (after deduction of applicable Costs payable on the sale of your rights and subsequent purchase of Securities) by selling the balance of the rights (a “Sell to Cover” for the purposes of this section 25) and hold such new Securities for you under this agreement.
• 25.4 For the avoidance of doubt we will generally deduct Costs from the sale proceeds of any sale of rights effected during a Sell to Cover before effecting the exercise of any rights or the purchase of Securities. The exercise costs will be sent to the Company on your behalf. Any applicable residual sale proceeds following a Sell to Cover in respect of which there are no remaining rights capable of exercise will be remitted to you by electronic payment or maintained for you in a client asset bank account.
• 25.5 In the event you do not hold sufficient rights to generate sufficient money to effect a Sell to Cover, we will take no action in respect of your rights, the Company may make arrangements with the underwriters to offer your rights for sale and try to find investors to take up your rights, on the basis described in the prospectus relating to the Rights Issue. This agreement shall apply with the necessary changes having been made including referencing rights instead of Securities or in addition to Securities. Any costs payable are set out in sections 15 to 21 (inclusive) and in Schedule 1.
• 25.6 Subject to this agreement, where any other rights are offered in connection with your Securities, we will take reasonable steps to ensure that, so far as reasonable practicable, you receive the same rights as you would have done if you held your Securities in your own name, subject to the Company advising us first to do so.
• 25.7 If as a result of an event which affects your shareholding, you are entitled to fractions of Securities, we will, so far as reasonably practicable, deal with them in a way consistent with how we would deal with fractions of Securities held by registered holders.
• 25.8 Fractional Shares For the avoidance of doubt, subject to recognising 1) your beneficial interest in any fraction of a Security which we hold for you and 2) any dividends received by us or the Nominee referable to such fraction of a Security, we will not recognise any rights attaching to any fraction of a Security which we hold for you. Consequently we will neither ask you how you wish us to exercise any such rights nor pass those rights to you so that you can exercise them yourself. We will not exercise any rights attaching to any fraction of a Security which we hold for you.

26. Shareholder Meetings

• 26.1 If your Securities, the agreement between Global Shares and the Company, and the constitutional documents of the Company entitle you to do so, you can instruct us via EquityGateway as to how you want us or the Nominee to vote on your behalf and/or if you wish to attend the meeting in person.
• 26.2 In the absence of receipt of your instruction within the timeframe stipulated as to how we should act, neither we nor the Nominee will vote on your behalf or make the necessary arrangements for you to be able to attend the meeting in person. For the avoidance of doubt, in such circumstances neither we nor the Nominee have any duty or responsibility whatsoever to attend meetings although we or the Nominee may do so if we or it wishes. Neither we nor the Nominee have any duty or responsibility to cast any vote relating to your Securities without your specific instruction in accordance with the constitutional documents of the Company.
• 26.3 If you attend a shareholder meeting you may not be entitled to speak at it.
• 26.4 For the avoidance of doubt, we will not recognise or exercise any right to vote attaching to any fraction of a Security which we hold for you.

27. Takeovers

• 27.1 If there is a takeover offer, we will tell you about it. If you reply in sufficient time to allow us to act, we will follow your instructions. We will not act without your instructions.
• 27.2 If there is a takeover offer or other transaction under which control of the Company is obtained and you are entitled to receive Securities or other securities in another company in exchange for your Securities, either the Company or we will decide whether those Securities or other securities in the other company should be held by you in your own name or by us or the Nominee on your behalf. If it is decided that they should be held by us or the Nominee on your behalf then this agreement will be changed so that, with effect from the date when the transaction is completed, references to “Securities” mean the shares or securities in that other company.
• 27.3 If we and/or the Nominee are required by the Company (or any other person, e.g. bidder on a takeover) to give warranties in order to take action in relation to the Securities we or the Nominee holds for you, we may require you to give us and/or the Nominee similar warranties before we act.

28. Information and Statements

• 28.1 We will use reasonable endeavours to ensure that you will have access to equivalent information to that sent to us or the Nominee as a registered shareholder. Provided you have internet access you will be able to view the annual accounts and other related documents through the Company’s website or you may obtain copies of such documents upon request directly from the Company.
• 28.2 We will provide you with a statement quarterly of the number of Options, Awards and Securities held for you by the Nominee under the Employee Share Account Service. This will be available to you on EquityGateway. In practice, you will have access to this information every time you access EquityGateway and you expressly consent to our satisfying our regulatory obligations to provide statements to you by making such statements available to you on EquityGateway.
• 28.3 Where relevant, you agree to electronically receive IRS information tax returns, including Form 1099, via a website. You may obtain a paper copy of the electronic information by printing it from your computer. When requesting IRS information tax returns in paper form, your request will not nullify this consent for future electronic deliveries of IRS information tax returns and other online communications.
• 28.4 We will provide information to you via a website where this is permitted by regulatory requirements and as agreed between us either in this Agreement or otherwise. We will notify you of the website address electronically when such information is accessible and when such information is revised. In accordance with your separate specific consent to receive information via a website you agree that we may in particular (but without limitation) provide the following to you via a website:
• • 28.4.1 our agreement with you;
  • 28.4.2 a general description of the nature and risks associated with the Employee Share Account service;
  • 28.4.3 our published fee tariffs, costs and charges documents and any other information on our costs and charges;
  • 28.4.4 CAKID; and
  • 28.4.5 details of our Best Execution policy.
• 28.5 You must check any information which we provide you access to. If you have any queries on the contents of the information you should contact us as soon as possible following its receipt.
• 28.6 You acknowledge that we will use an executing Broker to carry out trades on Trading Venues in accordance with its Best Execution policy with a view to ensuring best execution is provided. We will keep such policies under review. The Broker may execute trades outside a Trading Venue and you hereby consent to such trades.
• 28.7 We are not required to pay into a client asset account such client assets that we receive on your behalf where to do so would result in our breaching any law, regulation or order of any court of competent jurisdiction or direction from a regulator.
• 28.8 Information on our top five brokers In accordance with regulatory requirements we will publish annually information on the top five brokers we have used. We will make this information available for retail and professional client orders. This information will be published on our website.
• 28.9 Global Shares’ policies are available on the website globalshares.com. You hereby acknowledge that you have had an opportunity to read and that you accept the following:
  • 28.9.1 Global Shares Best Execution and Order Handling Policy
  • 28.9.2 Global Shares Client Categorisation Policy
  • 28.9.3 Global Shares Conflict of Interest Policy
  • 28.9.4 Global Shares Order Recording Policy
  • 28.9.5 Global Shares Data Protection and Privacy Policy

29. Errors

• 29.1 If we discover that we have incorrectly debited or credited your account, we reserve the right to correct that account without any reference to you but we will notify you (where relevant) of any correction which we make.
• 29.2 You agree that we can reverse any transaction, without incurring any liability to you, where we discover that an error has been made (including, but not limited to, where you have exercised an Option which you were not entitled to exercise, or you have sold Securities which you were not entitled to sell, notwithstanding any information which may be displayed on EquityGateway or which may otherwise have been supplied by Global Shares);
• 29.3 Sections 1 and 29.2 shall also apply in circumstances where the error has arisen directly or indirectly due to our reliance on your warranties, representations and undertakings in section 32.

30. Cancelling or withdrawing from the Employee Share Account Service

• 30.1 You have two separate rights – cancellation rights, which apply only when you first agree to this agreement, and withdrawal rights, which apply at any time thereafter. They are simply two separate mechanisms you can use to leave the Employee Share Account Service.
• 30.2 You can cancel your activation of the Employee Share Account within fourteen calendar days of the date on which you first agree to this agreement (the “Cancellation Period”) and request that, all of your Securities (if any held in the Employee Share Account) should be transferred into your own name in accordance with sections 15 to 21 (inclusive) of this agreement. However, you will lose your cancellation rights if you make a request during the Cancellation Period for us to process any payment to you or sell any of your Securities for you in accordance with this agreement. Furthermore, for administrative purposes when processing any dividend reinvestment, it is essential that we know how many shareholders will participate in such a dividend reinvestment no later than fifteen Business Days before each relevant dividend payment date (“Cut-Off Date”). Accordingly, if you elect to use the Employee Share Account Service at a time which would result in your Cancellation Period expiring on or after the Cut-Off Date, you will be deemed to have expressly requested us to proceed to process your dividend reinvestment in accordance with this agreement. The effect of this is that if we have not received a notice of cancellation from you prior to the Cut-Off Date, you will lose your cancellation rights.
• 30.3 If you want to exercise your right to cancel you should advise us no later than the end of the Cancellation Period. If you exercise such right to cancel during the Cancellation Period in accordance with sections 1 and 30.2, no fees will be payable. Once the aforementioned transfer has been affected we will then no longer hold the Securities for you, this agreement will not apply to those Securities and we will pay out any monies that we hold on your behalf. The Employee Share Account will no longer be made available to you.
• 30.4 If you no longer wish to use the Employee Share Account Service after the Cancellation Period such that, subject to sections 15 to 21 (inclusive), all of your Securities should be transferred into your own name and in future none of your Securities should be held in the Employee Share Account, you should write to us to this effect by post to Global Shares (Withdrawal Notice), Building D, West Cork Technology Park, Clonakilty, Co. Cork, Ireland.

31. Access to EquityGateway

• 31.1 Global Shares Ireland grants you a revocable, temporary and limited licence to use to use EquityGateway in accordance with this agreement and the Share Plan Rules.
• 31.2 By using EquityGateway, you accept that internet transmissions are never completely private or secure and that any message or information sent using EquityGateway or email may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
• 31.3 By using EquityGateway, you accept that the internet is not an entirely reliable medium. The delivery time for instructions using the internet may vary considerably. We are not responsible for any delay in our receiving your instructions or any inability to use, interruption to or non-availability of our EquityGateway which does not arise as a result of our gross negligence, wilful default or fraud.
• 31.4 You must contact us immediately if you suspect that your Security Details have been disclosed to, or obtained by, a third party and that their integrity is threatened. Until such notification is received by us, we will assume that any instructions received in electronic form which have been authenticated by your Security Details will be genuine and are valid instructions from you and we will act accordingly. You will be liable for all such transactions. We are not liable for forged or fraudulent instructions.
• 31.5 All intellectual property rights in EquityGateway and in the Services provided by Global Shares throughout the world belong to us. You have no intellectual property rights in, or to, EquityGateway or the Services provided by Global Shares other than the temporary and revocable right to use them in accordance with this agreement.
• 31.6 We reserve the right not to accept any instructions from you or complete any transaction for you if the Security Details that you provide are not satisfactory to us, we need to obtain further information from you or if we need to comply with any legal obligation applicable to us. In particular, we reserve the right not to accept your instructions unless you have completed your account opening on EquityGateway and you quote your Security Details.
• 31.7 We will only act on instructions which are provided via EquityGateway using your Security Details. Instructions which are given in any other way cannot be accepted unless this has been previously agreed in writing between us. We will notify you in writing or verbally as soon as reasonably practicable if we decide not to accept a particular instruction.
• 31.8 We shall not be responsible in the event that any upgrade to the Employee Share Account Service means that you are no longer able to access the Employee Share Account Service.
• 31.9 EquityGateway contains certain calculators and financial models. Those are for general information purposes only.  They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of information obtained from EquityGateway or the Services. Although we make reasonable efforts to ensure the information provided by EquityGateway is reasonably accurate, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.  We are not liable to you if the information provided on EquityGateway proves to be inaccurate, incomplete or out of date.
• 31.10 You acknowledge that we may provide real-time or delayed quotations and other market information and messages ("Market Data"), which Market Data is provided to us by certain national securities exchanges and associations. Those associations assert a proprietary interest in Market Data disseminated by them but they do not, and we do not, guarantee the timeliness, sequence, accuracy or completeness of that Market Data. You agree and acknowledge that we shall not be liable in any way for any loss or damage arising from or occasioned by any inaccuracy, error, delay in, omission of, or interruption in any Market Data or the transmission of it.
• 31.11 The information which we display on EquityGateway will normally be rounded up or down to four (4) decimal places. This could have a negative impact on your holdings where the figure is rounded down.  For example, if you held 987.43211 Securities, this could be rounded down to 987.4321 Securities.
• 31.12 The information which you receive via EquityGateway or email should not be taken as a recommendation to exercise or not to exercise your Options, or having exercised, to sell or not to sell your Securities. The choice is yours. We do not provide any investment, financial, legal or taxation advice. If you are in any doubt as to the investment, financial, legal or taxation implications for you of the exercise of options or the suitability of EquityGateway or the Services, you should seek the advice of a qualified independent financial adviser (who, in Ireland, should be authorised by the Malta Financial Services Authority).
• 31.13 If you are in any doubt as to whether an instruction has been received or carried out you should telephone us immediately via the helpdesk feature on your on-line Employee Share Account.

32. Your Representations and Warranties

• 32.1 You hereby represent, warrant and undertake the following to Global Shares:
  • 32.1.1 you are (or were, as applicable) employed by a company within the Company Group
  • 32.1.2 you own your Securities as a direct result of being a participant in a Share Plan;
  • 32.1.3 The money used by you to purchase your own Securities derives solely from your employment with the Company Group or your membership of the Share Plan;
  • 32.1.4 Your name, address, email address, telephone number, residence, Tax Number and Bank Account details as shown on EquityGateway are all correct, complete and up to date;
  • 32.1.5 you are 18 years of age or older;
  • 32.1.6 You have received, read and accept the CAKID; and
  • 32.1.7 You are the person entitled to the money in your Bank Account.
• 32.2 You hereby represent, warrant and undertake the following to Global Shares, notwithstanding any information which may be displayed on EquityGateway or which may otherwise have been supplied by Global Shares:
  • 32.2.1 If you instruct us that you want to exercise any Option, that you are entitled to exercise it, that your Option is valid and extant and capable of being exercised by you and that no other person has any rights, interests or charges in or over the Option or any resulting Securities;
  • 32.2.2 Before you give us any instructions or Orders, you warrant to us that you are entitled to give such instructions or Orders without impediment or condition;
  • 32.2.3 you are entitled to have your Securities held in the Employee Share Account and no other person has any rights, interest or charges in or over such Securities or any of them; and
  • 32.3.4 you have complied with all applicable legal and regulatory requirements necessary for you to lawfully make use of the Employee Share Account.
• 32.3 For the avoidance of doubt, the representations, warranties and undertakings in sections 1 and 32.2 are deemed to be repeated by you on each day that we or the Nominee holds Securities for you in connection with the Employee Share Account Service and on each day this agreement exists between us.

33. Liability

• 33.1 Save as expressly stated in this section 33, we are not responsible to you for any foreseeable or unforeseeable loss and damage caused by us unless it is due to our gross negligence, wilful deceit or fraud. We are also not liable to you for any indirect or consequential loss.
• 33.2 We will take reasonable care in operating the Employee Share Account Service and will only be responsible to you for any losses or expenses (including loss of Securities) suffered or incurred by you which are a direct result of our material breach of this agreement, wilful deceit or fraud. We do not accept liability for any losses or expenses suffered or incurred by you which are not a direct result of our material breach of this agreement, wilful deceit, or fraud.
• 33.3 Without prejudice to sections 1 and 33.2, we do not accept liability for any losses or expenses suffered or incurred by you as a result of any acts or omissions of any third party which is not a member of the Global Shares Group.
• 33.4 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
• 33.5 We are not responsible for events outside our control. If our provision of the Services or support for the portal or the Services is delayed by an event outside our control, then we will take steps to minimise the effect of the delay. We will not be liable for delays or costs caused by the event.
• 33.6 We do not accept any responsibility for any losses or expenses suffered or incurred by you as a result of your failure to adhere to any personal obligations imposed on you by the laws of the jurisdiction in which you are resident.
• 33.7 The Employee Share Account Service is provided for lawful purposes only. We do not accept any responsibility or liability in the event that the Employee Share Account Service or EquityGateway through which the Employee Share Account Service is provided is misused in any way.
• 33.8 Any documents / instructions / cheques sent by you, or to you are sent entirely at your own risk. We do not accept liability after dispatch of any document to you.
• 33.9 You will be liable for all instructions given to us (including instructions given on your behalf) relating to the Share Plan and the Employee Share Account Service. We will not be liable to you for any loss or liability suffered or incurred by you as a result of acting on your instructions and/or in accordance with this agreement.
• 33.10 You should be aware that from time to time the Employee Share Account Service may not be available due to planned maintenance. Whilst we will endeavour to complete such maintenance outside of the trading hours of the Exchange, this may not always be possible. We will not be liable to you for any loss suffered or incurred by you due to the unavailability of the Employee Share Account Service as a result of maintenance.

34. Indemnity

• 34.1 You must indemnify us fully and promptly on demand and hold us harmless (and keep us indemnified and held harmless) from and against any and all loss or liability (including, without limitation, tax charged to us) whatsoever which may be suffered or incurred by us, which relates to or arises, directly or indirectly from, 1) the lawful and proper carrying out of our obligations to you or 2) as a result of acting on instructions we receive from you or which are given on your behalf, 3) as a result of our relying on the representations, warranties and undertakings given by you in sections 1 and 32.2 or 4) as a result of our relying on any information given by you to us or 5) your failure to comply with:
  • 34.1.1 your obligations under this agreement;
  • 34.1.2 applicable law (including the constitution of the Company and any rules applying to the Securities); and/or
  • 34.1.3 any provision of any Share Plan Rules.
• 34.2 The indemnity in this section 34 will not apply to:
  • 34.2.1 any fraud, gross negligence or wilful default of any member of the Global Shares Group (or their officers, employees agents or subcontractors); or
  • 34.2.2 a material breach by us of a term of this agreement; or
  • 34.2.3 circumstances where we are prohibited from receiving an indemnity pursuant to applicable laws or regulations, but only to the extent of such prohibition.
• 34.3 In section 34, you agree that the expressions “we”, “us” and “our” will include and refer to each member of the Global Shares Group and their officers, agents, contractors and employees.  The indemnity in this section 34 will survive the termination of this agreement.

35. Contacting each other

• 35.1 Unless this agreement says otherwise or we expressly specify otherwise:
  • 35.1.1 All notices and other communications sent by you to us must be sent via EquityGateway. Where communicating with us you must include your full name, the name of the Company and your Global Shares ID; and
  • 35.1.2 Where this agreement stipulates that something is available from us upon written request any such request should be addressed to Global Shares (Customer Requests), Building D, West Cork Technology Park, Clonakilty, Co. Cork, Ireland.
• 35.2 You agree that if you or the Company Group have provided your email address to us, communications such as notices about the Employee Share Account Service, contract notes, updated CAKIDs and other communications relating to your Employee Share Account may be provided by Global Shares Ireland to you, by email or by posting the relevant information on EquityGateway. You agree that it is your responsibility to access and review all such communications.
• 35.3 You can request a paper copy of the CAKID free of charge. We will direct you to the website or websites on which any CAKIDS are available.  You agree that (i) we may provide you with the CAKID by means of a website or a durable medium other than paper (such as a PDF or other electronic file) and (ii) you confirm that you have regular access to the internet.
• 35.4 Preference for Electronic Communications You agree and instruct us that when given the choice of receiving information from us in paper format or electronically, you prefer the electronic format (including via email, EquityGateway and websites). You agree and expressly request us to deliver documentation to you in PDF (or other similar) format via email and/or via your document library on EquityGateway and you irrevocably agree that such delivery will satisfy our obligation to deliver information to you in a durable medium.
• 35.5 You agree that any information that we are required to send you under any applicable regulations may instead be sent to the Company in order for the Company to forward the information to you.
• 35.6 You consent to receive the statements, trade confirmations and any legally required tax forms electronically (via email or EquityGateway) and are confirming that you have access to email and the internet and agree to notify us if this should change. Statements, trading confirmations/contract notes and tax forms will be sent to the email address that you provide to us and we and the Company will be deemed to have fulfilled all communication obligations for these documents by transmitting the electronic communication to the email address that you provide to us. This includes the sending of an electronic mail with a link to such materials on EquityGateway (these materials will be available on EquityGateway until archived).
• 35.7 Where applicable, we will send all cheques or electronic transfers to the address or Bank Account details that we hold for you on EquityGateway and it is your responsibility to keep these up to date.
• 35.8 If we send you notices they will be treated as received by you:
  • 35.8.1 If delivered by hand or courier, at the time of delivery;
  • 35.8.2 If sent by post, two Business Days from the date of posting (unless actually received sooner); and
  • 35.8.3 If delivered by electronic mail or via EquityGateway, at the time of dispatch or posting on EquityGateway, as applicable.
• 35.9 If you change your name or any of your contact details you should inform us straight away. It is your responsibility to provide us with your up-to-date name and contact details. You should make sure that the arrangements for receiving mail at your address are safe.
• 35.10 You authorise us to communicate with you by letter, electronic mail or telephone or via EquityGateway. You are responsible for ensuring that the address, electronic mail address and other contact details provided to us are always kept up to date.
• 35.11 We may record or monitor any communication with you for the purposes of training, checking instructions, verifying your identity, ensuring that we are meeting our service standards and legal requirements and other associated purposes and you hereby expressly consent to such recording and use. These recordings may be used as evidence if there is a dispute. Copies of recordings that we make of conversations with you (by telephone or by electronic communication or meeting minutes) will be available on request for a period of five years and, where requested by the Malta Financial Services Authority or any other competent authority, for a period of up to seven years. Any correspondence or notices we send by electronic means will be deemed received the same day as they are sent.
• 35.12 We do not accept any responsibility in the event that any emails sent by you do not reach us or any emails sent by us do not reach you. We shall not be liable for any loss or damage you may suffer or incur as a result of any non-delivery of such emails.
• 35.13 Before opening or using any documents or attachments, you should check them for viruses and defects. We shall not be liable in respect of any affected documents or attachments.
• 35.14 You are responsible for ensuring all electronic communications sent by you to us are free from viruses or defects and you will be responsible for any losses we may incur if you fail to do this. If a communication from you is found to contain a virus, it may not be accepted by us. We shall not be liable in the event that you suffer or incur any loss or damage as a result of any such communication not being accepted by us.
• 35.15 Unless this agreement says otherwise, any instructions, notices or other communications that you or we send under them will only be valid if they are in writing.
• 35.16 If after making reasonable enquiries we cannot find out your current address or bank account details we will not send any more documentation or payments to you until you inform us of your new address or bank account details in writing (after providing your Security Details and satisfying us of your identity). You agree that we may keep your money in your Employee Share Account and continue to hold your money until we obtain up to date and acceptable payment details from you, in which case your Employee Share Account may be subject to the deduction of the annual Management Fee referred to in section 7.

36. Changes to this agreement

• 36.1 We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce, to amend fees and charges, or for other reasons.
• 36.2 We will normally try to give you at least 10 days’ notice, where practical, of any change by sending you an email with notice of the change. Alternatively, in the event that we do not have a valid email address for you, we will notify you of a change when you next access EquityGateway.
• 36.3 The amended agreement will come into effect and be valid and binding as and from the date specified on their first page. That date will also be specified in the cover email referred to in section 2 above.
• 36.4 Notwithstanding that this agreement will already be effective, you will be asked to accept the amended agreement when you next access EquityGateway. If you do not accept the amended agreement, you will not be permitted to continue to use EquityGateway or the Employee Share Account Service and you will be deemed to have requested that you withdraw from the Employee Share Account Service and that all your Securities and money be transferred to you in accordance with sections 15 to 21 (inclusive) or, at our discretion, you will be deemed to have submitted a Deemed Sell Order to us.
• 36.5 Up to date copies of this agreement and our current charges can always be obtained via EquityGateway or by contacting Global Shares.

37. Complaints and Compensation

• 37.1 We have a procedure to help us resolve all complaints from our clients effectively. This procedure does not affect your right to take legal action if you so wish. If you have any complaints about the service provided to you please write to “Global Shares (Complaints)” at Building D, West Cork Technology Park, Clonakilty, Co. Cork P85 EY90, Ireland.
• 37.2 For non-US Persons, the Investor Compensation Scheme administered by the Investor Compensation Company Limited applies in respect of money held by Global Shares Nominees in relation to investment services. The maximum amount investors can claim is 90% of the money they have lost up to a maximum of €20,000. See https://www.investorcompensation.ie for further details.
• 37.3 For US Persons, the Securities Investor Protection Corporation provisions apply to protect your investment in the event of insolvency or bankruptcy of Global Shares US. The maximum coverage is set out in the FINRA website http://www.finra.org/investors/your-rights-under-sipc-protection.
• 37.4 You may also contact the Financial Services Ombudsman’s Bureau at:

• 3rd Floor, Lincoln House, Lincoln Place, Dublin 2 D02 VH29, Ireland

  Lo Call:1890 88 20 90

  Phone:+353 1 6620899

  Fax:+353 1 6620890

  Email:[email protected]

  Web:https://www.financialombudsman.ie/

  For data protection issues, you may choose to contact the Office of the Data Protection Commissioner at:

  Canal House

  Station Road

  Portarlington

  R32 AP23 Co. Laois

  Tel:+353 (0)761 104 800               

  Lo Call:1890 252 231     

  Fax:+353 57 868 4757   

  E-mail:[email protected]

  Web:www.dataprotection.ie

38. AML/KYC/CFT & Background Checks

• 38.1 Your employer will normally have certified to us that you are an employee of the Company Group and that the source of your funds used to purchase any Securities is from your salary from the Company Group.
• 38.2 Notwithstanding your employer’s certification to us, we may require you to provide us with sufficient identification and source of funds documentation for Anti-Money Laundering/Counter Financing of Terrorism legislation purposes. If we request this, you must provide it to us within 180 days of our request to you.  This normally takes the form of the following documents, but we reserve the right to seek additional documentation and/or evidence:
  • 38.2.1 Certified copy of your current passport, driver’s licence, national identity card or other officially issued photographic identification (certified as a true copy by a practising lawyer, member of the police force, government official, embassy staff or medical professional);
  • 38.2.2 Certified copy of a utility bill, insurance statement, local authority document, bank statement or insurance statement which is no more than six months old and which shows your name and current address (certified as a true copy by a practising lawyer, member of the police force, government official, embassy staff or medical professional); and
  • 38.2.3 To the extent required by us, a full and detailed explanation of the source of the funds used by you to contribute to the Share Plan, purchase Securities or to pay Option Costs, Taxes, Costs and any other expenses associated with your current or former membership of the Share Plan and use of the Employee Share Account Service.
• 38.3 If we are not satisfied with the documents and/or information supplied by you to us pursuant to section 2 (or if you do not provide them within the 180 day time period), we may, at our absolute discretion, discontinue your use of the Employee Share Account Service and you will be deemed to have submitted a Deemed Sell Order to us. The indemnity provided under section 34 shall apply to a Deed Sell Order under this section.
• 38.4 We reserve the right to conduct background checks on you. This will normally involve reviewing information about you in online databases, but it may include other methods also.  Global Shares will only use legitimate and lawful methods of carrying out background checks.  We also reserve the right to contact you for an explanation of, or further information on, the results of those background checks.  By accepting this agreement, you are consenting to the carrying out of all such background checks.  You will not be able to utilise the Employee Share Account or give us any instructions or Orders until such time as we are satisfied.
• 38.5 If we are not satisfied with the result of such background checks and/or your explanation of any matters arising from them, we may, at our absolute discretion, cancel this agreement.
• 38.6 We may, at our discretion, engage the services of a third party to carry out the background checks for us and you hereby consent to that.
• 38.7 We reserve the right to charge you a fee for the provision of the above AML/CFT and background check service. Such fees are set out in Schedule 1.

39. General

• 39.1 If any member of the Global Shares Group does not or cannot enforce a term or condition, this will not affect its rights to enforce the rest of the conditions or to enforce that term or condition at another time. No conduct or delay on the part of any member of the Global Shares Group shall be taken as a waiver or variation of any rights unless we or the Nominee expressly waive or vary a particular right in writing. No waiver or variation on a particular occasion will operate as a waiver or variation of any rights any member of the Global Shares Group might have in respect of any other matter.
• 39.2 The Schedules to this agreement are included in, and form part of, this agreement.
• 39.3 If you owe us any fees or other monies under this agreement, you hereby expressly authorise us and agree that:
  • 39.3.1 If we hold any funds for you, we may set off and deduct all monies owed from the funds we hold for you; and
  • 39.3.2 If we do not hold any, or sufficient, funds for you, we shall have the authority to sell such number of your Securities, at the prevailing market price, as are needed to be sold in pay any amounts owed to us plus any interest charges and other fees and expenses incurred.
• 39.4 We may employ or appoint other persons (including other members of the Global Shares Group) as our agents and subcontractors on such terms as we think fit to carry out any part of our obligations or discretions under this agreement. We will take reasonable care in the selection and continued use of any such person.
• 39.5 Assignment, Novation and Transfers You hereby consent to us being entitled at any time to assign, transfer, novate, mortgage, charge, subcontract, grant security over, assign by way of security, declare a trust over or deal in any other manner with any of our rights and obligations under this agreement to another company within the Global Shares Group, who is in our reasonable opinion able to perform our obligations under this agreement (the “Transferee”) without us requiring any further action on your part, and you agree that this consent shall be effective and valid for all regulatory and contractual purposes.  The Transferee shall be part of the Global Shares Group and shall be an appropriately regulated entity.  We shall give you notice of any of these actions by either (a) making a notice available to you on your EquityGateway and/or (b) sending a notice to you by email. Any notice will specify the date on and from which the Transferee will assume our rights and obligations under this agreement (the ”Transfer Date”). Any changes to the agreement which will be necessary because of the transfer, for example (without limitation) changes of address and banking details, will be set out in the transfer notice. The transfer will not affect any rights you may have which relate to the period before the Transfer Date. You agree that you will not be entitled to assign, transfer, novate or otherwise seek to transfer or dispose of your rights and/or obligations under this agreement.

• Transfer of Client Assets  You hereby consent to us being entitled at any time to assign, transfer or novate any assets (whether funds and/or financial instruments or other rights)  which are held by us or by the Nominee on your behalf to the Transferee or its nominee (each of which shall be an entity within the Global Shares Group) without us requiring any further action on your part. We shall give you notice of any of these actions by either (a) making a notice available to you on your EquityGateway and/or (b) sending a notice to you by email. Any notice will specify the Transfer Date on and from which the Transferee will assume our rights and obligations under this agreement. You agree that this consent shall be effective and valid for all regulatory and contractual purposes, including but not limited to, laws and regulations directed to the protection of client assets under MiFID, EU law or other laws.

• With effect from the Transfer Date:

  • 39.5.1 This agreement (as amended from time to time) shall be treated for all purposes as having been transferred to and as if entered into between you and the Transferee in place of us;
  • 39.5.2 We shall be released and discharged from all of our obligations and liabilities under this agreement;
  • 39.5.3 References to "us" and to "we" in this agreement shall be read as references to the Transferee and if applicable the new nominee; and
  • 39.5.4 The Nominee shall be discharged from any obligations and liabilities which it may have under this agreement and shall be substituted by the Transferee or a nominee of the Transferee.
• 39.6 No Third Party Rights Nothing in this agreement is intended to benefit a third party other than members of the Global Shares Group.
• 39.7 Language We provide our contractual terms in English and we will only communicate with you in English during the provision of the Employee Share Account Service, unless another language has been agreed. Any translation of this agreement into any language other than English should be treated as being for information only. This agreement in English shall be the sole operative agreement governing the operation of the Employee Share Account Service.
• 39.8 Laws and Jurisdiction The Employee Share Account Service shall be governed by and shall be construed in accordance with the laws of Ireland and you hereby agree with us to submit for all purposes in connection with this agreement to the exclusive jurisdiction of the Courts of Ireland. Each party irrevocably waives any right it may have to object to any action being brought in the courts of Ireland, to claim that the action has been brought in any inconvenient forum or to claim that the Irish courts do not have jurisdiction.
• 39.9 Severance Each of the provisions of this agreement shall be severable and distinct from one another and if one or more of such provisions is invalid or unenforceable the remaining provisions shall not in any way be affected.
• 39.10 By agreeing to this agreement you confirm that any Securities and any monies held pursuant to this agreement may be used as security for:
  • Costs and any other fees, commission or other costs payable to us pursuant to this agreement and/or any documents referred to in this agreement; and/or
  • The reimbursement of any tax charged to the Global Shares Group or the Nominee.
• 39.11 We have the right to:
  • 39.11.1 reverse any transaction to obtain reimbursement of tax, Costs and any other fees, commission or other costs which we or the Nominee incur; and/or
  • 39.11.2 offset monies due to you against monies due from you.
• 39.12 This section will survive the termination of this agreement and the termination of your participation in any and all Share Plans.
• 39.13 Set Off If we owe you more money than you owe us, we can pay you the difference to settle the amounts that we owe each other. If you owe us more money than we owe you, we may require you to pay the difference to settle the amounts that we owe each other.
• 39.14 In the event of the termination of this agreement you will remain responsible for:
  • 39.14.1 Any transaction pending at the time this agreement is terminated;
  • 39.14.2 Any instructions or Orders which you have given to us; and
  • 39.14.3 Any Costs, commission, fees, taxes or social security contributions and any other charges that remain unpaid at the time this agreement is terminated.

  Termination will be without prejudice to the completion of any transaction already initiated.

• 39.15 Any termination of this agreement will be without prejudice to any other rights or remedies a party may be entitled to under this agreement or at law and shall not affect any accrued rights or liabilities of either of the parties nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
• 39.16 Cash fractions (for example a fraction of a whole euro or dollar) arising in respect of money due to you are rounded down to the nearest penny or cent as applicable (or, where different, the equivalent denomination of the same currency as that in which the Securities are denominated) and in each case the difference will be kept for our own benefit or we may, at our discretion, send it to a charity of our choice.
• 39.17 If you receive a benefit (e.g. a dividend) which relates to Securities you have sold, you may have to account for this benefit to the new owner of the Securities. We will contact you if we are aware that this is necessary. The date upon which you may lose your entitlement to any benefit is usually the date on which the Securities are traded on the relevant exchange, not the date upon which the transfer is registered by the relevant registrar. If we are aware of a claim at the time when we receive the money we may deduct any relevant amount from the proceeds of sale.
• 39.18 Inducements We are required to comply with regulatory requirements on inducements. This means in summary that we are not permitted to accept or retain any fees, commissions, monetary or non-monetary benefits (each an inducement) paid or provided by a third party in relation to our service to you. We are similarly not allowed to pay or provide any inducement to any third party in relation to the provision of services to you. We can only accept or retain or pay or provide such inducements if they meet certain conditions. The inducement must not impair compliance with our duty to act honestly, fairly and professionally in accordance with the  best interest of our clients and it must enhance the quality of the relevant service to you. We must also make disclosures about the inducement to you before we provide the relevant service to you.
• 39.19 We may choose to withdraw the Employee Share Account Service due to 1) developments in legislation or 2) should it materialise that you are not eligible or permitted to participate as envisaged by us by local legislation and/or regulation or 3) for other reasons, without giving you any notice that the Employee Share Account Service is no longer available. To the extent permitted by law and regulation any deals that we have accepted but that have not settled prior to the Employee Share Account Service being withdrawn will be completed.
• 39.20 Under regulatory requirements, we may be obliged to make information about certain transactions public. You agree and acknowledge that any and all proprietary rights in such transaction information are owned by us and you waive any duty of confidentiality attaching to the information which we reasonably disclose.
• 39.21 Personal Identifiers If you are a natural person (i.e. not a legal entity) then on accepting you as a client we will obtain from you personal information (such as your date of birth, name and nationality) which is necessary for our processes, such as our anti-money laundering due diligence and for transaction reporting. We will need to keep this information up to date. If we are unable to report transactions with complete and accurate personal identifier details about you we may, at our discretion, determine that we cannot continue to execute transactions with or for you. You should keep us updated (whether or not we make a request) with any changes to your personal identifiers, for example if you change your name on becoming married or if you change your nationality or take on dual nationality. If you become aware that we have been given inaccurate information, such as a mistake has been made in providing your date of birth, you should notify us immediately.

40. Data Protection Notice and Company Access to Orders

• 40.1 Global Shares Ireland Limited of Building D, West Cork Technology Park, Clonakilty, Co. Cork P85 EY90, Ireland is the data controller under the Data Protection legislation (as defined below in section 5) for the purposes of this agreement. It controls and processes data on behalf of both Global Shares ESL and Global Shares US.
• 40.2 By accepting this agreement and by proceeding to use the Employee Share Account Service, you
  • 40.2.1 Acknowledge and agree that we have a legitimate interest in processing your personal data; and
  • 40.2.2 That we are required to process your personal data in order to give effect to our obligations to provide a contractual service to you.
• 40.3 Without prejudice to section 2, you hereby agree and expressly consent that we may process the personal data (including sensitive personal data) that we collect from you in accordance with our Privacy Policy available on our website. In particular, we will use information we hold about you for the purposes of:
  • 40.3.1 providing the Employee Share Account Service to you;
  • 40.3.2 providing transaction reports and other information to relevant regulators, tax authorities and other legislative bodies; and
  • 40.3.3 providing information about your Options, Securities and money to the Company Group.
• 40.4 If you withdraw, in whole or in part, your consent to our processing of your personal data, we may at our discretion stop providing payment and investment services but may still use your data where we have lawful grounds to do so (for example because we need to retain records for regulatory purposes).
• 40.5 Any personal data which Global Shares obtains from you in providing the Employee Share Account Service will be held by Global Shares in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679) and relevant domestic legislation from 25 May 2018 (together “Data Protection Legislation”). From 25 May 2018, references to the Data Protection Acts 1988 and 2003 will be references to the new data protection legislation.
• 40.6 Global Shares will only hold, use or otherwise process such of your personal data as is necessary to provide you with the Employee Share Account Service. Your details will only be disclosed in accordance with the principles set out in the Data Protection Legislation:
  • 40.6.1 to any person if that person has legal or regulatory powers over Global Shares or the Nominee;
  • 40.6.2 To the Broker or any other person or body in order to facilitate the provision of the Employee Share Account Service and/or the Share Plan(s) in which you participate;
  • 40.6.3 To any Appointed Tax Agent or payment agent; and/or
  • 40.6.4 To the Company Group.
• 40.7 By signing up to this agreement you hereby expressly consent to the transfer, storage and processing of your personal data by Global Shares (including Global Shares Ireland) outside the European Economic Area
  • 40.7.1 to other members of the Global Shares Group
  • 40.7.2 to other agents who Global Shares Ireland may use to provide the Employee Share Account Service; and/or
  • 40.7.3 to third parties who provide services to Global Shares (for example to Rackspace Inc. as suppliers of data hosting or Microsoft Inc. as a supplier of cloud IT services).
• 40.8 By signing up to this agreement, you acknowledge that such transfer, storage and processing of your personal data by Global Shares (including Global Shares Ireland) are (a) necessary in order to provide you with the Employee Share Account Service pursuant to this agreement and (b) that we have a legitimate interest in processing your personal data.
• 40.9 You consent to members of the Company Group having access at all times to the records we hold about you including but not limited to your personal data, details of your balance and details of any exercise of options and sale or purchase of Securities.
• 40.10 You consent to members of the Company Group having
  • 40.10.1 access to and visibility of your instructions and Orders to us; and
  • 40.10.2 the ability to change aspects of your instructions or Orders to us, including but not limited to, the ability to change applicable tax rates, set the applicable destination currency, choose the destination bank account and cancel the instructions or Order completely.
• 40.11 Please send any questions, comments and requests regarding our data processing practices to “Global Shares (Data Protection)” at Building D, West Cork Technology Park, Clonakilty, Co. Cork P85 EY90, Ireland. Please remember to quote your name, the name of the Company and your Global Shares ID.

Schedule 1: Company Details & Costs

Company Details

Schedule 2: Trust Services

• 1.1 Where, as part of your Share Plan, you have Securities held by a Trustee on your behalf, this Schedule applies to you, but only in relation to the Securities held in trust by that Trustee.
• 1.2 The Nominee will hold the Securities on behalf of the Trustee in the Employee Share Account. You are the beneficial owner of the Securities.
• 1.3 The following sections in Part 2 of this agreement are either amended as set out below or do not apply to you in relation to the Securities held in Trust: