Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer...

21
THEE_EISVSANOM_EISPN Key information about this Service CORPORATE AND TRUST ACCOUNT AND VESTED SHARE ACCOUNT TERMS AND CONDITIONS – ONLINE These terms and conditions apply to the Vested Share Account (VSA Service) and to the Corporate and Trust Account (CTA Service). These terms and conditions govern both Services. You can find out more specific information about your Service below. 1.1 What Service are we providing? We agree to provide you as a participant in the 3i Infrastructure Plc Vested Share Account service under which the Nominee will hold your Securities and reinvest any cash dividends in further Securities on an execution only basis on your behalf (the Service). We are authorised and regulated by the Financial Conduct Authority (FCA). You can access your account and provide us with instructions either online via our website or via our telephone helpline. The CTA Service is only available to companies. The VSA Service is only available to individuals who are (or were) employed by the Company and who own their Securities as a result of being a participant in a Company Share Plan. These legally binding terms and conditions explain the relationship between you and us in relation to the Service. The price of Securities can go down as well as up and the income from Securities is not guaranteed. You may suffer a loss and receive back less than you originally invested. The price may even change from when you send us an instruction to trade Securities to when we receive it and are able to conclude the transaction. Remember that past performance is no guide to future performance. Please read these terms and conditions carefully. If there is anything you do not understand, please contact us or seek independent professional advice. We may change these terms and conditions, if we do so, we will let you know beforehand. You will not be able to vote at Company meetings as part of the Service. 1.2 How much will it cost you to use the Service? Our Nominee will not charge you for holding your Securities or reinvesting cash dividends in new Securities. The Company is charged an annual administration fee for the provision of the Service. Each time we reinvest your cash dividends we will charge you a dealing fee of 0.5% of the purchase cost. So for example if we reinvest a cash dividend of £100 in new Securities for you we will charge you a dealing fee of £0.50. You may request an itemised breakdown of total costs and charges. Further information is available in the What are our Costs section. 1.3 Are we providing you with any advice? We will not provide you with any investment, taxation or legal advice in relation to either the Account or the purchase or sale of Securities. We will not assess the suitability or appropriateness of any product, service or transaction and we will not recommend or invite you to sell, transfer or hold your Securities. You will not benefit from the protection of the FCA Rules on assessing appropriateness. It is your responsibility to make sure the Service is right for you and you may wish to seek independent professional advice before using it. 1.4 How do you contact us? You can contact us by email at [email protected] or post and you can also telephone us on 0344 472 6002 between 08:30 to 17:30 on Business Days. The Contacting Each Other section has further details. 1.5 How do you keep your personal information up to date? When we contact you we will use the most recent contact details we have for you on our records. Where we make a payment to you it will be to the bank account details we have for you on our records. You must tell us if you change your contact details or your bank account. You can log in to your online account and update your personal details at any time. 1.6 How do you access your account? You will have been sent details on how to access your account online or via our telephone helpline. It is your responsibility to keep these details secure. 1.7 What happens if something goes wrong?

Transcript of Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer...

Page 1: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

THEE_EISVSANOM_EISPN

Key information about this Service

CORPORATE AND TRUST ACCOUNT AND VESTED SHARE ACCOUNT TERMS AND CONDITIONS – ONLINE These terms and conditions apply to the Vested Share Account (VSA Service) and to the Corporate and Trust Account (CTA Service). These terms and conditions govern both Services. You can find out more specific information about your Service below.

1.1 What Service are we providing? We agree to provide you as a participant in the 3i Infrastructure Plc Vested Share Account service under which the Nominee will hold your Securities and reinvest any cash dividends in further Securities on an execution only basis on your behalf (the Service). We are authorised and regulated by the Financial Conduct Authority (FCA). You can access your account and provide us with instructions either online via our website or via our telephone helpline.

The CTA Service is only available to companies.

The VSA Service is only available to individuals who are (or were) employed by the Company and who own their Securities as a result of being a participant in a Company Share Plan. These legally binding terms and conditions explain the relationship between you and us in relation to the Service. The price of Securities can go down as well as up and the income from Securities is not guaranteed. You may suffer a loss and receive back less than you originally invested. The price may even change from when you send us an instruction to trade Securities to when we receive it and are able to conclude the transaction. Remember that past performance is no guide to future performance. Please read these terms and conditions carefully. If there is anything you do not understand, please contact us or seek independent professional advice. We may change these terms and conditions, if we do so, we will let you know beforehand. You will not be able to vote at Company meetings as part of the Service.

1.2 How much will it cost you to use the Service? Our Nominee will not charge you for holding your Securities or reinvesting cash dividends in new Securities. The Company is charged an annual administration fee for the provision of the Service. Each time we reinvest your cash dividends we will charge you a dealing fee of 0.5% of the purchase cost. So for example if we reinvest a cash dividend of £100 in new Securities for you we will charge you a dealing fee of £0.50. You may request an itemised breakdown of total costs and charges. Further information is available in the What are our Costs section.

1.3 Are we providing you with any advice? We will not provide you with any investment, taxation or legal advice in relation to either the Account or the purchase or sale of Securities. We will not assess the suitability or appropriateness of any product, service or transaction and we will not recommend or invite you to sell, transfer or hold your Securities. You will not benefit from the protection of the FCA Rules on assessing appropriateness.

It is your responsibility to make sure the Service is right for you and you may wish to seek independent professional advice before using it.

1.4 How do you contact us? You can contact us by email at [email protected] or post and you can also telephone us on 0344 472 6002 between 08:30 to 17:30 on Business Days. The Contacting Each Other section has further details.

1.5 How do you keep your personal information up to date? When we contact you we will use the most recent contact details we have for you on our records. Where we make a payment to you it will be to the bank account details we have for you on our records. You must tell us if you change your contact details or your bank account. You can log in to your online account and update your personal details at any time.

1.6 How do you access your account? You will have been sent details on how to access your account online or via our telephone helpline. It is your responsibility to keep these details secure.

1.7 What happens if something goes wrong?

Page 2: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

We will always aim to provide the Service with reasonable care and skill. If you are not happy with any aspect of the Service, please contact us. The Complaints and Compensation section has further information. Please note that we limit our liability to you under these terms and conditions. Further information is contained in the Limits on our Liability section.

PLEASE CONTINUE TO NEXT PAGE

EISVSANOM_FS

VERSION 1

Page 3: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

List of technical words used in these terms and conditions and what they mean

When a word appears in these terms and conditions that starts with a capital letter, check to see if it appears in the list of defined terms below

for its specific meaning.

"Account" means the client account managed by our Nominee in which Securities are held on your behalf;

"Broker" means the stockbroker or Market Maker which we use from time to time in order to execute your

instructions;

"Business Day" means any day on which the London Stock Exchange (LSE) is open for business;

“Business Hours” means the hours within any day during which the LSE is open for normal business;

“Costs” means our fees, commission or any other charges payable on the purchase, sale or transfer of Securities;

"CSD" means a central securities depository which is a computer-based system enabling securities to be held

and transferred electronically;

“Company” means the company whose Securities are held or proposed to be held on your behalf through the Service

and any other company it has control of or that is controlled by the same people who also control the

company, as the context requires;

“FCA” means the Financial Conduct Authority;

“FCA Rules" means the rules, guidance and principles set out in the FCA handbook;

“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at

published prices in order to facilitate trading;

"Nominee" means any company which we may appoint and/or may be subsequently appointed from time to time to

hold your Securities, reference to which shall as appropriate mean the company actually holding your

Securities in the applicable CSD under these terms and conditions;

"Security" or "Securities"" means a financial instrument issued by the Company which may include:

• shares which are a unit of share capital issued by the Company; or

• American Depository Receipts

(and "Securities" means any one or combination of the above) held or to be held on your behalf in the

Account;

"Share Plan" means any share plan under which your Company allows you to deposit Securities with us;

"tax" or "taxation" means any tax, duty or levy which may be levied on the purchase, transfer or sale of your Securities

and/or their respective dividends;

“us”, “we”, “our” or “Computershare” means Computershare Investor Services PLC (Company No: 3498808) whose registered address is

situated at The Pavilions, Bridgwater Road, Bristol, BS13 8AE, Financial Services Register No. 188534; and

“you” means the person or company holding an interest in the Securities.

Interpretation We have referred to some statutes, regulations or other rules. References to them include references to them as amended or

replaced from time to time. Where we have referred to a time of day this means UK time, unless we say otherwise. Where we start a phrase with

the words 'including' or 'include', the phrase is to be construed as illustrative only and does not limit the sense of the words preceding those

terms.

Page 4: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

How the Service will operate 2 Confirmations and Undertakings 2.1 You confirm to us that:

(a) if you are using the Vested Share Account, you are or were employed by the Company and you own your Securities through your participation in a Share Plan;

(b) you are 18 years old or older; (c) you alone are entitled to your Securities and no one

else has any other rights over them; and (d) you will obey law applicable to use of the Service.

3. Nominee Arrangements 3.1 If the Company provide this option, you may deposit your

Securities in the Account either online or by telephoning us during operating hours as set out in the Contacting Each Other section.

3.2 If you are using the VSA Service and the Company provide this

option, you may deposit your Securities in the Account after the vesting, award, exercise or release of the Securities depending on the terms and conditions of the Share Plan. You may have already chosen to automatically deposit the Securities into the Account.

3.3 We will arrange for the Nominee to hold your Securities on

trust for you in compliance with your instructions and under the FCA Rules. The Nominee may be a Computershare group company or we may appoint a third party. If we appoint a third party the Securities will be held on trust for you, at your risk, under FCA Rules. Your Securities will be segregated and held with assets of other customers of our nominee services. You agree that by pooling your Securities with those of other shareholders the Nominee will be registered as the legal owner of the Securities but that you retain all rights you have as the beneficial owner. This means we may grant certain rights over your Securities, as far as we are allowed to by the law, in order to recover liabilities and charges arising from the sub-custodian keeping the Securities safe as part of the Service.

3.4 We or our Nominee will hold your Securities in uncertificated

form. Nothing in these terms and conditions is intended to vary in any way any of the rights or duties our Nominee has as legal owner in relation to the Company, as set out in the Company constitutional documents including memorandum and articles of association

4. Acknowledgement and Rejection 4.1 We will only act on instructions which are:

(a) given on our website or via our telephone helpline

using your Account details; and (b) given by you; or (c) given by someone who is legally able to give

instructions on your behalf (please note that we may require proof that someone else is legally authorised to act on your behalf).

4.2 We reserve the right to reject instructions from you. We may

do this where for example, you have not correctly completed any documents required by us or you are not eligible to use the Service. We may also reject instructions from you in order to comply with any legal requirements (for example obtaining evidence to carry out an electronic identification verification check to comply with anti-money laundering regulations), or to investigate any other issues we may have with your instructions. We will notify you in writing as soon as possible if we decide not to accept an instruction from you.

4.3 We will only act on an instruction sent under a power of

attorney if you send the original power of attorney or a copy certified by a solicitor or notary public to us by post, which will be inspected and returned to you.

4.4 You agree that you alone have all interests and rights in the

Securities and that you will not pledge or charge the Securities to any third party. Therefore you must not give any other person rights over your Securities, or give them any benefits or rights under these terms and conditions. We will not recognise any duty or responsibility to any third party. We will only recognise our responsibilities to you under these terms and conditions. You must tell us immediately if someone is claiming an interest in your Securities or may try to stop you from transferring them.

4.5 We will not accept (and you should not give) any instructions to

make payment to anyone other than you.

5. Dealing in Securities using either the VSA Service or the CTA Service

5.1 You may, instruct us to sell or transfer any of your Securities,

subject to the terms and conditions for the Corporate and Trust Account and Computershare Vested Share Account Dealing services. You may also instruct us to buy Securities for you if you are using the CTA Service, see the Purchasing Securities using the CTA Service section below. You may also buy Securities using either the CTA Service or the VSA Service through reinvesting your dividends; see the Your Benefits as a Shareholder section below.

5.2 If you are using the VSA Service, you may instruct us by either

using the online instruction form on our website or by telephoning us during operating hours. If you are using the CTA Service you may only instruct us by telephone. Our telephone number and the Service options available to you are set out in the Key Information section. We will confirm your instructions during the call.

5.3 If you sell or transfer some of your Securities we will assume

you wish to continue to hold the remaining Securities in the Account, unless you tell us otherwise.

5.4 Once we sell or transfer your Securities we will no longer hold

them for you and the terms and conditions of the Service will not apply to them.

5.5 If you instruct us to deal in your Securities then we will take

reasonable care in appointing a Broker to carry out your instructions from our panel of approved Brokers, listed in our Order Handling Policy. We and the Broker will then take all sufficient steps to obtain the best possible results for you. Through the appointed Broker, we will execute your orders through the execution venues as listed in our Order Handling Policy which you can access on our website or by writing to us at The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom. In deciding which execution venue to use we and the Broker will focus on a number of factors, primarily price, but also the likelihood of concluding the transaction, size of your order, nature of stock, speed of settlement, market volume, market impact and transaction venue. Information on our top five execution venues from the previous year is available on our website. The Broker will normally carry out your instructions in regulated markets, organised trading facilities or multi-lateral trading facilities. However to obtain the best result for you the Broker may decide to carry out your instructions outside of these regulated markets, for example where the Broker carries out your instructions with a Market Maker or matches your instructions with instructions received from another client.

5.6 By using the Service you expressly agree that the Broker may

use a venue that is not a regulated market, an organised trading facility or a multilateral trading facility.

Page 5: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

5.7 Where your order is above a certain size then we may need two UK Business Days (or more) to process it.

5.8 The Broker we use to execute your instructions is chosen in

accordance with our Broker Selection Policy. We will only select Brokers whose stated policy is to obtain the best possible result for you. Our Order Handling Policy identifies factors affecting the carrying out of client instructions by the Broker. You agree that you are legally bound by our Order Handling Policy. Both Policies are available on our website; alternatively please contact us if you would like copies. If you would like additional information on how we review our Order Handling policy and arrangements with the brokers on our approved panel, please contact us.

5.9 Please remember that you can only deal in your Securities in

accordance with the Company's Share Dealing Policy which is available from the Company on request.

5.10 Where trading in the Company's Securities is halted or

suspended we will not be able to process any outstanding instructions from you to buy or sell Securities until trading resumes. We accept no responsibility for the impact that any such suspension may have on the price we may then have to sell or purchase Securities for.

5.11 When we execute your instruction we are irrevocably and

unconditionally appointed to act as your agent. We will then carry out your instructions as your agent, which means that we will have your authority to sign, complete and deliver any transfer form or other document, or do anything else which we think is necessary to carry out your instructions. When you instruct us as your agent, to sell or transfer your Securities or to buy you Securities, you confirm to us that you are entitled to do so and that no one else has or will have any rights over your Securities.

5.12 There may be occasions when we are unable to complete a

transaction. When this happens you agree that we may carry out further trades to complete the transaction. We will act in compliance with our Order Handling Policy in order to correct any errors.

5.13 Employees of the Company using the VSA Service who are as

Persons Discharging Managerial Responsibilities for the purposes of security dealing will need to make a notification under the Company’s Dealing Code of any securities purchased on their behalf.

6. Purchasing Securities using the CTA Service 6.1 Under the CTA Service you may instruct us to buy Securities on

your behalf. Any Securities we buy will be held in the Account unless you tell us otherwise.

6.2 We may purchase Securities on your behalf from the proceeds

of any cash dividends or other distributions you receive from Securities as described in the Your Benefits as a Shareholder section. Any Securities you purchase or are purchased on your behalf will be held in the Account unless you tell us otherwise.

6.3 If you are using the CTA Service to buy Securities, we may

combine your order with orders received from other clients using the Service. The Broker may combine your order with orders received from their other clients. This may result in a more or less favourable price than if your instruction had been carried out separately. Where the Broker executes a number of instructions for us on a particular day then it may average the price obtained for all the orders if different instructions were dealt at different prices.

7. Your Benefits as a Shareholder 7.1 By using the Service you instruct us to reinvest any dividends

received in respect of Securities by buying further Securities through a dealing arrangement. The Nominee will hold those Securities in line with these terms and conditions. Where we

only arrange reinvestment in whole Securities (as opposed to fractions of a Security), we will hold any money left over and combine this money with future dividends paid on your Securities and reinvest it in more Securities.

7.2 We will arrange for a Broker to buy as many Securities as

possible, as soon as reasonably possible after the Nominee has received your cash dividend.

7.3 If we, the Nominee or the Company are legally required to

deduct any monies including stamp duty, taxes or any other charges payable by us from dividends or other payments due to you, we, the Nominee or the Company may do so. We or the Nominee will carry out any calculation using rates provided by the Company. All deductions made will be rounded up to the nearest penny, or an equivalent amount if in a different currency, for example to the nearest cent if the currency is dollars or Euros.

7.4 We will combine your dividend monies with dividend monies

received from our other clients. We will then instruct the Broker who may combine your order with orders received from their other clients. The Broker may carry out a number of trades to acquire the number of Securities needed for the dividend reinvestment. This may take several days, during which time the purchase price of the Securities may vary. Where this happens the deal price will be averaged for everyone using the Service. This may result in a more or less favourable price than if your instruction had been carried out separately.

7.5 The Securities will be bought at the best price available at the

time of dealing. Accordingly, you cannot specify a maximum or minimum price.

7.6 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 Service. Only once we are able to determine finally how many Securities will be allocated to all Service participants, carried out the necessary internal audit procedures, allocated your Securities to you and sent you an email with a link to a tax voucher (or equivalent) and contract note on our website, 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.

7.7 We will return any cash (without interest) not used for

reinvestment in Securities, after we have deducted any stamp duty or other taxes and Costs. We will return any cash either to you or to the Company you are or were employed by so that they may pay the monies on to you, or if necessary to the administrator or executor of your estate if:

(a) you exercise your cancellation or withdrawal rights as

set out in the How to Exit or Transfer from the Account section;

(b) you notify us that you no longer want the Nominee to hold Securities on your behalf because you want to stop using the Service and have all of your Securities transferred into your own name;

(c) we notify you that we are no longer able or prepared to hold or permit the Nominee to hold Securities on your behalf and they should be transferred into your name; or

(d) we are notified of your death, bankruptcy or mental incapacity.

7.8 Where we send money to the Company you are or were

employed by please note we do not owe you any duties or obligations from the moment the money leaves our account. We will no longer, from the moment the money leaves the account, be obliged to treat the money as client money. The money will therefore no longer be held in a client money bank account in line with the FCA Rules. We will not be responsible for ensuring that any monies repayable to you in accordance with this paragraph are repaid without any cost or foreign exchange risk to you.

Page 6: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

7.9 Instead of investing your cash dividend in Securities we may

pay your dividends, either to:

(a) you directly; or (b) to the administrator or executor of your estate or to the

Company which you are (or were) employed by if you are using the VSA Service so that it may pay such monies to you or the administrator or executor of your estate.

We will do this without paying interest and in the same currency as that in which the dividends were received. We will do this if required to do so by law or at our discretion where we have a good reason to do so.

7.10 You agree under these terms and conditions that where monies

are returned to you, we no longer have any responsibility to you relating to dividends paid to the Company which you are (or were) employed by. You also agree that dividends will no longer be considered client monies and so will not be held in a client money account as required by the FCA Rules.

8. Entitlements attaching to Securities and

Corporate Actions 8.1 If you are entitled to extra Securities (for example, through a

bonus or other capitalisation issue), the Nominee will automatically hold the new Securities for you under these terms and conditions.

8.2 Where you are allowed to buy extra Securities (other than

through a rights issue where the Company is incorporated in England or Wales (Rights Issue)) we will ask you how many you want purchased on your behalf or arrange for you to be able to buy them directly. We will try to make sure that you receive the same rights as you would have done if you held your Securities in your own name. We will only act for you if you give us your instructions in time.

8.3 Where the Company is incorporated in England or Wales and

you are allowed to buy extra Securities through a Rights Issue, you agree to be bound by the Nil Paid Rights Exercise and Dealing Facility terms and conditions, a copy of which is available on our website. We will subscribe for as many of the new Securities as you are entitled to and can afford by selling the balance of the rights (this is commonly referred to as a ‘tail swallow’). We will hold them for you under these terms and conditions. We will deduct our Costs and any other charges payable on the sale of your rights and subsequent purchase of Securities. We will sell enough of your rights to cover our Costs before carrying out the exercise of any rights.

8.4 If there is a takeover offer, even one that is unconditional, we

will not act without your instructions. We will tell you about the offer and let you know by when you must send us instructions.

8.5 There may be circumstances where the Company is subject to

a takeover or is split into separate companies. You may then become entitled to receive Securities in another company. If this happens we will decide whether those Securities or securities in the other company should be held by you in your own name or by the Nominee on your behalf. If it is decided that we will hold them on your behalf these terms and conditions will then apply to that new arrangement and references to Securities means both the shares or securities in that other company as well as the Securities in the Company.

8.6 Where any other rights are offered in connection with your

Securities we will try to ensure that you receive the same rights as you would have done if you held your Securities in your own name.

8.7 Where some other event occurs which affects your

shareholding, for example a Rights Issue, or a subdivision or consolidation, you may become entitled to fractions of Securities. If so, we will try to deal with them in a way

consistent with how we would deal with fractions of securities held by registered holders.

8.8 Sometimes we or the Nominee may be asked to give a

warranty to the Company that we have your permission to act before we can take action in relation to your Securities. We or the Nominee may ask you to give us that permission before we act.

8.9 We do not recognise you as having any legal rights attaching to

any fraction of a Security which we hold for you. However we do respect your beneficial right in any fraction. For example, you are able to sell your fraction of a Security and receive a proportionate dividend (these are your beneficial rights), however we cannot give you a fractional vote (this is a legal right). So we will never ask you how you wish us to exercise any legal rights over fractions of Securities. Nor we will pass any legal rights to you for you to exercise yourself. We will not exercise legal rights attaching to any fraction of a Security which we hold for you.

9. Information 9.1 We will try to make sure you have access to the same

information as we do, or the Nominee does, in relation to your Securities. For example you will be able to access the Company's annual accounts and related documents, either online through the Company's website or by requesting them directly from the Company.

9.2 When we open an Account for you we will send you a

statement setting out how many Securities you have under the Account. After that we will send you a quarterly statement i.e. at regular intervals not less than four times a year for as long as we hold assets or cash for you. You may request statements more frequently, but we may charge you for providing these.

9.3 You must check your statements and if anything is wrong or

you have any questions about the statement you must contact us straightaway.

9.4 If we discover that we have incorrectly debited or credited your

Account, we may make any necessary debit or credit to your Account to make good the mistake, without letting you know beforehand. We will always tell you after we have done this if we think it is necessary to do so.

10. Shareholder Meetings

10.1 If voting at Company meetings is a feature of the Service as set

out in the Key Information section, you can instruct us via our website:

(a) on how you want us or the Nominee to vote on your

behalf at a Company meeting; or (b) to let us know that you want to attend a Company

meeting in person.

10.2 For the avoidance of doubt, in such circumstances neither we nor the Nominee have any duty or responsibility 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.

10.3 You will have to submit your instruction on our website by the deadline we will notify you of. If you fail to let us know by that deadline what your voting instructions are then neither we nor the Nominee will have any duty to vote in relation to your Securities, or to make the necessary arrangements for you to be able to attend any meeting in person. If this happens, although neither we nor the Nominee will have any duty or responsibility to attend meetings, we or the Nominee may do so if we choose to. If you do attend a shareholder meeting you will not be entitled to speak at it. We will only recognise a right to vote over whole Securities not fractions of Securities.

Page 7: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

10.4 Where we have made it clear in the Key Information section that we do not support voting then neither we nor the Nominee have any duty to arrange for you to be able to attend any such meetings, or to vote on your behalf, although we or the Nominee may do so if we or they choose to.

11. What are our Costs? 11.1 Our fees are set out in the Key Information section. 11.2 In the event:

(a) you sell your Securities; (b) you notify us that you no longer want the Nominee to

hold Securities on your behalf because you want to stop using the Service and have all of your Securities transferred in your own name; or

(c) we are informed of your death, bankruptcy or mental incapacity and the administrator or executor of your estate sells or transfers all of your Securities,

you will be responsible for paying us a fee. If you are using the

VSA Service, this fee will be outlined in the terms and conditions for the Corporate and Trust Account and Computershare Vested Share Account Dealing services, which can be found on your online account. You will not pay us any fees where you exercise your cancellation rights, or we notify you that we or the Nominee are no longer able or prepared to hold Securities on your behalf and they should be transferred into your name.

11.3 All applicable UK Value Added Tax (VAT) on our fees,

commissions and charges is payable by you to us. All our fees, commissions and charges are inclusive of any applicable VAT unless specifically stated otherwise. Our dealing fees are exclusive of VAT, but currently no VAT is applicable to these fees. If that situation changes in the future we will charge you VAT without notifying you beforehand.

11.4 If we provide you with any information, ancillary services or

other services not mentioned in these terms and conditions, we may write and ask you to pay for that service or information.

12. How to Exit or Transfer from the Account

Cancellation Rights: 12.1 You may cancel your Account up to fourteen calendar days

after activation (the Cancellation Period). However, you will lose your cancellation right if you ask us during the Cancellation Period to process any payment to you or sell any of your Securities for you, in accordance with the Corporate and Trust Account and Vested Share Account Dealing Services terms and conditions.

12.2 For administrative purposes, when processing any dividend

reinvestment it is essential that we know how many shareholders will participate in each dividend reinvestment no later than fifteen Business Days before each relevant dividend payment date. We refer to the first day of this fifteen Business Day period as the “Cut-Off Date”. So if you choose to use the Service at a time which would result in your Cancellation Period ending 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 these terms and conditions. Therefore if we have not received a notice of cancellation from you prior to the Cut-Off Date, you will lose your cancellation rights.

12.3 If you want to cancel your account you must tell us before the

Cancellation Period ends. We will not charge you any fees when you cancel. After you have cancelled and we have transferred any Securities these terms and conditions will cease to apply to you.

Withdrawal Rights

12.4 You may end this agreement for the Service with us at any time. You will have to pay any fees and stamp duty associated with withdrawing.

12.5 For administrative purposes, when processing any dividend

reinvestment it is essential that we know how many shareholders will participate in each dividend reinvestment no later than fifteen Business Days before each relevant dividend payment date. We refer to the first day of this fifteen Business Day period as the “Cut-Off Date”. So if you choose to end this agreement on or after a Cut-Off Date, you will be deemed to have expressly requested us to proceed to process your dividend reinvestment in accordance with these terms and conditions, before your Service comes to an end.

What you need to know about your Withdrawal or Cancellation Options

12.6 When you cancel or decide to withdraw from the Service we

will, depending on your instructions and the options available to you as set out in the Corporate and Trust Account and Vested Share Account Dealing Services terms and conditions, transfer your Securities from the Account into your own name. If you do not cancel or withdraw then we will provide the Service in accordance with these terms and conditions.

12.7 You can end the Service by either writing to us, or by using the

form we send you. You must give details of the full name and Account ID of the Account you wish to end.

13. Our Right to End this Agreement 13.1 We may end the Service and our contract with you at any time

by giving you twenty Business Days' notice. We will request that you withdraw your Securities from the Service within this notice period.

13.2 We may withdraw the Service from you immediately due to a

change in law or because we find out that you are not entitled to participate in the Service under local laws. We will settle any outstanding instructions from you before we do this, in so far as we are permitted to do so by law.

13.3 If you do not give us any instructions we will in accordance

with the Corporate and Trust Account and Vested Share Account Dealing Services terms and conditions transfer your Securities into your own name. We will also pay you any residual dividend cash balance from the Account. These terms and conditions will then no longer apply.

13.4 When this Agreement ends we will still carry out any

instructions you have already sent to us and you will remain responsible for any Costs due and unpaid at that time including commission, fees, taxes, social security contributions and any other charges that remain unpaid.

13.5 If you are using the VSA Service then where we are notified of

your death, bankruptcy or mental incapacity, we will sell or transfer your Securities under the Corporate and Trust Account and Vested share Account Dealing Services terms and conditions, into the name of the administrator or executor of your estate. Once the sale or transfer is complete:

(a) we will no longer hold Securities for your estate; (b) these terms and conditions will not apply to your

estate; and (c) we will return any outstanding dividend funds to your

estate. Your estate will no longer have access to the Vested Share Account.

EISVSANOM VERSION 1

Page 8: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

Computershare Investor Services PLC is authorised and regulated by the Financial Conduct Authority, Registered Office: 25 The North Colonnade, Canary Wharf, London E14 5SH. Computershare Investor Services PLC is on the Financial Conduct Authority Register with registration number 188534. Computershare Investor Services PLC is registered in England & Wales, Company No. 3498808, Registered Office: The Pavilions, Bridgwater Road, Bristol, BS13 8AE. The main business of Computershare Investor Services PLC is the provision of share registry and shareholder services.

General information

1. Limits on our Liability 1.1 We will provide the Service with reasonable care and skill. 1.2 We are not liable for losses unless they are foreseeable by each

of us at the time we enter into an agreement governed by these terms and conditions and are caused by our breach of these terms and conditions, negligence, wilful default or fraud.

1.3 We are not liable for losses or expenses suffered by you that

are caused by:

(a) your failure to obey the law; (b) third parties (which for this purpose includes banks,

custodians the Nominee and CSDs but otherwise excludes our own sub-contractors) subject to the provisions of these terms and conditions;

(c) documents getting lost or delayed in the post; (d) delays over the internet before your communication

reaches our website; (e) your online communication being intercepted or hacked

before it reaches our website; (f) any planned maintenance that we have to carry out

which will normally take place outside Business Hours; (g) fraudulent instructions; (h) us acting on your instructions; and/or (i) unclear instructions.

1.4 We are not liable for any indirect losses or consequential loss of

any kind and in any event we are not liable for:

(a) loss of opportunity (including investment opportunity); (b) loss of potential future income, revenue, or increase in

value; (c) loss of income including interest; (d) loss of goodwill; (e) loss of anticipated savings; or (f) any wasted time,

whether they amount to direct or indirect loss.

1.5 Nothing in these terms and conditions excludes or limits in any

way our liability for:

(a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other matter for which it would be illegal or

unlawful for us to exclude or limit or attempt to exclude or limit our liability.

1.6 We shall not be responsible for delays or failure to perform the

Service due to circumstances beyond our reasonable control which may include for example, market conditions, halts on trading in a market, power failures or natural disasters. Where we do suffer such delays we will try to resume the Service as soon as reasonably possible.

1.7 Where we have sent you details on how to access your account

online it is your responsibility to keep these details secure. So if you suspect that any of these details have been obtained by anyone else you must tell us immediately, or you will be liable for any fraudulent instructions that we may receive as we will always accept any instructions as valid if they contain these details. If you have any doubt about an instruction you should telephone us immediately.

1.8 You agree to pay us any losses we suffer which result from

your failure to:

(a) comply with these terms and conditions; (b) obey the law;

(c) abide by the Corporate and Trust Account and Computershare Vested Share Account Dealing Services terms and conditions; and/or

(d) to comply with the Nil Paid Rights Exercise and Dealing Service terms and conditions.

1.9 However you will not be liable for any losses that are caused

by:

(a) fraud or negligence on our part; (b) a breach by us of these terms and conditions; or (c) us asking you to indemnify us in circumstances where it

is illegal.

1.10 You accept responsibility for all instructions you send to us or arrange to be sent to us on your behalf.

2. Contacting Each Other 2.1 If you want to contact us then you may do so using the details

in the Key Information section or by writing to us at Computershare Plan Managers, Bridgwater Road, Bristol BS99 6AP. We will normally contact you by email if we have your email address, otherwise we will use the post. When you write to us you must include the full name and the Account number of your Account with the Nominee. We can also be contacted by telephone. Our telephone numbers are in the Key Information section. If you call us or we call you we may record the conversation for security purposes and so that we can improve our service. We may be obliged to share that call recording in evidence in any legal proceedings.

2.2 When we send you a communication we will treat it as received

by you if:

(a) delivered by hand or courier, on delivery; (b) sent by UK domestic post, two Business Days after

sending; (c) sent by international post (outside the UK), five

Business Days after sending; or (d) delivered by email or via our website, immediately.

2.3 If we send you documents, or dividend cheques through the

post and on three consecutive occasions they are returned undelivered, we will not send anything else by post, until you have told us what the new address is.

3. Changes to these terms and conditions 3.1 The Company subsidises and sponsors the Service. You agree

that we may change the terms and conditions upon which the Service is provided, and/or increase the fees that we charge, after you have signed up for the Service for any of the following reasons:

(a) to make them easier to understand or fairer to you; (b) to allow us to manage your Securities more efficiently

or at a lower cost; (c) to reflect changes in market conditions or to reflect

changes in general market practice (including the terms and conditions on which similar services are offered by other nominees);

(d) so that we can compete effectively with other nominees in all areas of our business;

(e) to reflect changes to the way in which we administer your Securities or securities generally;

(f) to correct mistakes; (g) to reflect changes in technology; (h) to reflect any changes in the terms and conditions on

which the Company is sponsoring or subsidising the Service;

(i) increases in inflation or changes in interest rates; (j) increases in our running costs or additional charges

imposed on us, in relation to the Service; (k) new services being offered;

Page 9: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

Computershare Investor Services PLC is authorised and regulated by the Financial Conduct Authority, Registered Office: 25 The North Colonnade, Canary Wharf, London E14 5SH. Computershare Investor Services PLC is on the Financial Conduct Authority Register with registration number 188534. Computershare Investor Services PLC is registered in England & Wales, Company No. 3498808, Registered Office: The Pavilions, Bridgwater Road, Bristol, BS13 8AE. The main business of Computershare Investor Services PLC is the provision of share registry and shareholder services.

(l) tax or legal changes; or (m) for any other valid reason.

3.2 If we make any changes that are to your material

disadvantage, we will give you not less than twenty Business Days written notice before such change becomes effective, and you will be able to leave the Service without suffering any penalty if you disagree with the change.

3.3 We may change these terms and conditions without telling you

beforehand if we need to change them because the law or regulation changes.

3.4 You can find up to date copies of our terms and conditions on

our website.

4. Client Money and Assets 4.1 When we provide you with the Service you agree that we can

hold your money in a UK bank chosen by us. The money will be held in a separate pooled client money bank account together with other clients' monies but separate from our money. You will still have the same rights to your money. The account will be governed by the FCA Rules on client money. All money belonging to clients will be held on trust for the sole benefit of clients. We will not pay interest on monies we hold for you.

4.2 Assets will be segregated and held with assets of other

customers of our nominee services. You agree that by pooling your Securities with those of other shareholders you retain all rights you have as the legal owner of your assets, but that your entitlement will not be identifiable by separate share certificates or other physical or electronic records of title.

4.3 We will not be responsible for anything a UK bank or any sub-

custodian in relation to the assets, does or fails to do with your money or assets.

4.4 Under the FCA Rules, if we, a banker or any sub-custodian

becomes insolvent and cannot repay all the money or assets owed to clients this could result in a shortfall. In that case, we will treat money or assets as pooled, which means that any shortfall will be shared equally and proportionally with other shareholders of the Company and other customers of ours who are affected by the shortfall. You may not recover all of your money or assets. In this situation, you may be eligible to claim under the Financial Services Compensation Scheme (FSCS). For more information, please see the Complaints and Compensation section.

4.5 Sometimes, in exceptional circumstances we may hold your

money or assets in a bank or sub-custodian based outside of the UK. If we do so, we will take all reasonable steps to protect your money or assets in line with local laws, which may be different from the laws in the UK, and your rights in the event of insolvency of the bank or sub-custodian may be reduced.

4.6 If you hold client money with us and there has been no

movement in your balance for at least six years, other than charges we may have levied, we may remove this money from the client money bank account and donate it to a registered charity of our choice. You may later claim this sum of money back from us, but you will not be entitled to claim any interest on it. We will let you know at least 28 days before we do this by writing to you at the last email or postal address we have for you. Where the amount is no more than £25 (or equivalent) and you fail to claim it before the 28 day notice period expires, we will donate the money without attempting to contact to you again. If the amount is more than £25 (or equivalent), after the 28 day notice period expires, we will make at least one further attempt to contact you using other means, before donating the money to charity.

4.7 If we move all or part of our business to another provider of

the Service, after the move is complete we will stop treating

your money in the client account as client money. We will exercise due skill, care and diligence in assessing whether the provider that we are transferring your client money to will follow the requirements of the FCA Rules or apply adequate equivalent measures to protect your client money.

5. General 5.1 Conflicts of interest which may be detrimental to you may arise

between us, our agents, our other corporate clients, our employees and those who use the Service. We will make every effort to identify and prevent such conflicts. Where this is not possible, we will manage and mitigate the conflicts. Where we cannot prevent, manage or mitigate such conflicts we will disclose details to you. You may obtain a copy of our Conflicts of Interest Policy, which we update regularly, on our website or you may request a copy by writing to us at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom.

5.2 Where you hold less than one whole Security after telling us, or

being deemed to have told us, to transfer these into your name, this fraction will be sold and the proceeds donated to a charity we choose.

5.3 We may, where we have good reasons to do so, refuse to

transfer Securities into a Nominee's name. 5.4 In performing the Service we may on occasion employ agents

to carry out certain activities. Before doing so we will satisfy ourselves that they are able to do the job we are asking them to do.

5.5 We will not do anything which we think would or might break

any relevant laws, rules, regulations or codes, or risk exposing us to criticism for behaving improperly or not acting in accordance with good market practice.

5.6 Where money is due to you we will round it down to the

nearest penny, or where different, the equivalent unit amount of the same currency as that in which the Securities are bought or sold. We will keep the difference for our own benefit.

5.7 We will not lend your Securities to anyone and we will never

use them as security to borrow money. 5.8 The Service (and as a result all or some client money and

assets) may at any time be moved to another provider. You will be notified in advance of when this will occur (the transfer date). The new provider may notify you of any changes to the scope of the Service and details of their terms and conditions as well as any associated information such as changes of address and banking details. Rights you may have against us which relate to the period before the transfer date will not be affected, but we and the Nominee shall have no liability to you in respect of the period after the transfer date.

5.9 We may at any time move all or part of our business (and as a

result all or some client money and assets) to another provider, including for example as part of a restructure or amalgamation. The new provider will assume our rights and obligations under these terms and conditions and we will notify you in advance of when this will occur (the transfer date). This notice will include details of any changes to the Service and to these terms and conditions necessary because of the transfer, for example changes of address and banking details. Rights you may have against us which relate to the period before the transfer date will not be affected, but we and the Nominee shall have no liability to you in respect of the period after the transfer date.

Subject to the contents of the notice referred to above, from the transfer date:

Page 10: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

Computershare Investor Services PLC is authorised and regulated by the Financial Conduct Authority, Registered Office: 25 The North Colonnade, Canary Wharf, London E14 5SH. Computershare Investor Services PLC is on the Financial Conduct Authority Register with registration number 188534. Computershare Investor Services PLC is registered in England & Wales, Company No. 3498808, Registered Office: The Pavilions, Bridgwater Road, Bristol, BS13 8AE. The main business of Computershare Investor Services PLC is the provision of share registry and shareholder services.

(a) these terms and conditions will be treated for all purposes as being entered into by you and the new provider rather than us;

(b) references to us will be read as references to the new provider and references to the Nominee will be read as references to the new provider or its new nominee; and

(c) we and the Nominee will be released and discharged from all of our obligations under these terms and conditions.

5.10 In the circumstances set out in the clauses above, we will

satisfy ourselves that the new provider will hold monies in accordance with the FCA Rules on client money or if not, we will exercise due skill, care and diligence in assessing whether the new provider will apply adequate equivalent measures to protect your client money. You agree that from the transfer date we will no longer hold your money in a client money bank account and we will no longer treat it as client money under the FCA Rules.

5.11 Only you or us have any right to enforce these terms and

conditions and no third party has right to enforce any of the terms and conditions by virtue of the Contracts (Rights of Third Parties) Act 1999.

5.12 We provide these terms and conditions in English and we will

only communicate with you in English when providing the Service. If we translate these terms and conditions into another language they should be treated as being informative only. We will only be bound by the English version of these terms and conditions which govern the Service.

5.13 These terms and conditions and the Service are governed by

the laws of England. You agree that any claim under these terms and conditions must be brought before an English court.

5.14 In offering the Service we will treat you as a “retail client”. As a

retail client you are protected by the FCA Rules and you may be eligible for compensation under the FSCS, as described further in the Complaints and Compensation section.

5.15 When you instruct us to provide Services to you we can use the

Securities we hold for you as security for our costs. If you owe us money we may also deduct the amount that you owe to us from any amounts that we owe you. When we sell Securities for you we will use a portion of the proceeds of the sale to cover our own costs. If there is not enough money left to cover those costs afterwards we will ask you to pay the difference. If you don’t pay us the difference we will sell enough of your Securities to recover our own costs, even if this means we sell your Securities at a loss and/or you suffer any tax liability as a result. We may also offset any monies due to you against any monies you owe us. If we plan to sell your Securities we will let you know one month before we do so. However even if we do or we offset any sums of money you may owe us, we still reserve the right to go to court to recover any outstanding monies you may owe us.

5.16 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 than we owe you, then we may require you to pay the difference to settle the amounts that we owe each other.

5.17 If either us or you end this Agreement it will have no impact on

the rights we may both have at law or otherwise under these terms and conditions.

5.18 If you are in any doubt as to whether an instruction has been

received or carried out you should telephone us immediately using our helpline.

5.19 Should we choose not to enforce or rely upon any of these terms and conditions individually, this does not mean that we cannot rely upon those terms and conditions at some point in the future. Where we do choose not to rely upon a term individually we will still be able to rely upon the other terms and conditions. If any of these terms and conditions are found to be unfair we will not be able to rely upon it. However that will not have any impact on the other terms and conditions which will remain in force.

5.20 By agreeing to use this Service, you give us permission to

check your identity using electronic identity checking services where necessary.

5.21 You may not use this Service in a country where it would be

either illegal to do so or that would require us to observe regulatory procedures or legal formalities in addition to those required in England and Wales.

6. Data Protection 6.1 In order to provide the Service to you we need to use your

personal information. We may also transfer your personal information to other countries which have different data protection laws. We will only do this if we are satisfied that there are adequate safeguards in place to protect your personal information.

6.2 For full details about how we use and share your personal

information please see our Privacy Policy, which is available on our website or you may request a copy by writing to us at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom. The Privacy Policy also explains your rights in relation to your personal information and how you can exercise them.

7. Complaints and Compensation 7.1 If you are dissatisfied with the Service we have provided you or

wish to receive a copy of our complaints procedure please write to us or find a copy of our complaints procedure on the Computershare website. If we cannot resolve your complaint, you may refer it to the Financial Ombudsman Service, Telephone: +44 (0)800 023 4567 (free from UK landlines) or 0300 123 9123 (from UK mobiles) or at www.financial-ombudsman.org.uk.

7.2 Under the FSCS you may be entitled to compensation if we

cannot meet our financial obligations. You may be covered for up to 100% of the first £50,000 of your investments (i.e. a maximum of £50,000 per person). Where we hold your money in a client bank account and the relevant UK approved bank becomes insolvent, you may be covered under the FSCS for up to £85,000 of the money on deposit with that bank. Details about our external banking partners are available on request. These amounts may be subject to change. Where we are required to hold your client money in a jurisdiction outside the UK, your rights in the event of insolvency may be reduced. Further details of your rights under the FSCS can be found here: www.fscs.org.uk.

EISPD

VERSION1

Page 11: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

THEE_EISVSA_GPD

Key information about this Service

TERMS AND CONDITIONS FOR CORPORATE TRUST ACCOUNT AND COMPUTERSHARE VESTED SHARE ACCOUNT DEALING

SERVICES – ONLINE / TELEPHONE

These terms and conditions apply to the sale and transfer of Securities held in either a Corporate Trust Account or Computershare Vested Share Account. These terms and conditions set out the rules governing both services. You can find out more specific information about your service below.

1.1 What Service are we providing? We agree to provide you as a participant in the 3i Infrastructure Plc Corporate Trust Account Service OR Computershare Vested Share Account with the facility to sell and transfer the Securities through a Broker on an execution only basis (Service). A separate agreement between you and us governed by these legally binding terms and conditions will arise each time you use the Service. We are authorised and regulated by the Financial Conduct Authority. The price of Securities can go down as well as up and the income from Securities is not guaranteed. You may suffer a loss and receive back less than you originally invested. The price may even change from when you send us an instruction to trade Securities to when we receive it and are able to conclude the transaction. Remember that past performance is no guide to future performance. There may be instances where the Vested Share Account rules require some or all of your Securities to be sold. In such instances we may carry out a sale on your behalf and such sale will be governed by these terms and conditions or any updated version of these terms and conditions in force at the time, provided we have given you at least 20 Business Days’ notice of any update.

Features of the Service These terms and conditions cover a number of different features and not all may apply to you. Further details are set out below:

• The Global Payment Service is available, see the Global Payment Service section for more information • Both telephone and online dealing are features of the Service • If you choose to keep your Securities you may

o hold your Securities as a share certificate o transfer your Securities to a third party brokerage account

1.2 How much will it cost you to use the Service? Each time we sell your Securities we will charge you a dealing fee of 0.5% of the gross sale proceeds subject to a minimum fee of £50.00. So for example if we sell 20,000 Securities for you at £1 each we will charge you a dealing fee of £100. However if we sell 10,000 or fewer Securities for you at £1 each then we will still charge you our minimum dealing fee which would be £50.00. If following your instruction, sale proceeds are paid to you using the Global Payment Service (GPS), additional charges will be applied. The GPS terms and conditions will detail these charges. A separate fee will be charged for each sale transaction even if the instructions are received at the same time. We will deduct these amounts and any other amount that is payable before arranging for the monies to be sent to you by your chosen payment method. You may request an itemised breakdown of total costs and charges.

Further information on our charges is contained in the What are our Costs section.

1.3 Are we providing you with any advice? We will not provide you with any investment, taxation or legal advice, or advice on whether or not the transaction is right for you. We will not assess the suitability or appropriateness of any product, service or transaction and we will not recommend or invite you to sell, transfer or hold your Securities. You will not benefit from the protection of the FCA Rules on assessing appropriateness. It is your responsibility to make sure the Service is right for you and you may wish to seek independent professional advice before using it.

1.4 How do you contact us? You can contact us by email at [email protected] or by post. You can also telephone us on 0344 472 6002 or from outside the UK on +44 (0)117 378 5201 between 08:30 to 17:30 on Business Days. The Contacting Each Other section has further details.

1.5 How do you keep your personal information up to date?

Page 12: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

When we contact you we will use the most recent contact details we have for you on our records. Where we make a payment to you it will be to the bank account details we have for you on our records. You must tell us if you change your contact details or your bank account. You can log in to your online account and update your personal details at any time.

1.6 How do you access your account? You will have been sent details on how to access your account online. It is your responsibility to keep these details secure.

1.7 What happens if something goes wrong? We will always aim to provide the Service with reasonable care and skill. If you are not happy with any aspect of the Service, please contact us. The Complaints and Compensation section has further information. Please note that we limit our liability to you under these terms and conditions. Further information is contained in the Limits on our Liability section.

Page 13: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

List of technical words used in these terms and conditions and what they mean

When a word appears in these terms and conditions that starts with a capital letter, check to see if it appears in the list of defined terms below for its specific meaning. "Account" means either your Computershare Vested Share Account or your Corporate Trust Account. Participation in

either of these nominee services is governed by separate terms and conditions;

"Broker" means the stockbroker or Market Maker who we use from time to time in order to execute instructions;

"Business Day" means any day on which the London Stock Exchange (LSE) is open for business;

“Business Hours” means the hours within any day during which the LSE is open for normal business;

“Company” means the company whose Securities you can trade in under these terms and conditions and any other

company it has control of or that is controlled by the same people who also control the company, as the

context requires;

“Costs” means our fees, commission or any other charges payable on the sale or transfer of your Securities

together with any fees, commission, and/or charges for the Global Payment Service, if applicable;

“CSD” means a central securities depository which is a computer-based system which enables securities to be

held and transferred electronically;

“FCA” means the Financial Conduct Authority;

“FCA Rules" means the rules, guidance and principles set out in the FCA handbook;

"Global Payment Service (GPS)" means a service where money can be paid to you by:

(a) foreign currency wire payment (otherwise known as international wire); or

(b) by automated clearing house payments (otherwise known as Global Direct Credit or GDC).

GPS may also allow for a currency conversion to be arranged, where necessary, for monies payable to

you. GPS is always provided under separate terms and conditions;

“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at

published prices in order to facilitate trading;

"Security" or "Securities" means shares which are units of share capital issued by the Company or American Depository Receipts in

the Company held on your behalf in your Account;

“Stock Exchange Trading Day” means any day (excluding Saturday and Sunday) on which the exchange on which the Securities are

listed and traded is open for business;

“Stock Exchange Trading Hours” means the hours within any day during which the exchange on which the Securities are listed and traded

is open for normal business;

"Tax" means any tax or social security contribution which may be levied on the transfer or sale of your

Securities;

“us”, “we”, “our” or “Computershare” means Computershare Investor Services PLC (Company No: 3498808) whose registered address is The

Pavilions, Bridgwater Road, Bristol, BS13 8AE, Financial Services Register No. 188534; and

“you” means the person holding an interest in the Securities.

Interpretation We have referred to some statutes, regulations or other rules. References to them include references to them as amended or

replaced from time to time. Where we have referred to a time of day this means UK time, unless we say otherwise. Where we start a phrase with

the words 'including' or 'include', the phrase is to be construed as illustrative only and does not limit the sense of the words preceding those

terms.

Page 14: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

How the dealing Service will operate 2. Selling or Transferring your Securities 2.1 You may instruct us either to:

(a) sell some or all of your Securities. Where possible, we will

sell your Securities on a first in, first out basis; or (b) transfer some or all of your Securities.

2.2 You can only transfer your Securities into your own name.

Depending on your instructions we will: (a) ask the Company's registrar to send you a share certificate

in your name for the Securities you want to keep; (b) transfer the Securities to you to hold via the electronic

means described in the Key Information section; or (c) transfer the Securities into a third-party brokerage or

nominee account. 2.3 Whether you want to sell or transfer your Securities you can

instruct us by either calling us or by submitting an online instruction where available as a feature of the Service (as indicated in the Key Information section). Your instruction can either be explicit, or can be a deemed instruction in accordance with the Corporate Trust Account and Vested Share Account terms and conditions.

2.4 When you instruct us by phone we will ask you various questions

and give you the opportunity to confirm that the details are correct before we proceed.

3. Market and Limit orders 3.1 You may tell us the minimum price (limit price) for which you

want us to sell your Securities. This is known as a "limit order". It can only apply in respect of a whole number of Securities e.g. if you have 10.5 Securities it can only apply for 10 rather than 10.5. If you do not place a limit order we will sell your Securities at the best price reasonably available in the market at the time that your order is executed, known as a "market order".

3.2 We will try to sell your Securities within 30 calendar days of

accepting your limit order. If the limit price is not reached within 30 calendar days your limit order will be automatically cancelled. We will notify you if this happens.

3.3 If the limit price is not reached when a "Close Period" begins you

must cancel your limit order instruction using the same method of notification you used when you originally placed the limit order (a Close Period is the time during which you may be restricted from trading under the Company’s Share Dealing Policy). You may then re-submit your instruction after the Close Period has ended.

3.4 If you wish to change your limit order, you must first cancel the

initial limit order and then submit a new one. 3.5 If we receive a large number of limit orders at the same price or

your limit order is for a large number of Securities, we may not be able to carry out your order before the Security price falls below the limit price. We will carry out sales instructions for the same limit price in order of receipt.

3.6 When we accept a limit order from you, we do so on the basis

that you are expressly instructing us that you do not wish your instruction to be made public to other market participants.

3.7 We reserve the right to cancel a limit order that has not yet been

executed if certain events including a corporate action occur or there is a material change to the market value of the Securities. We will inform you if we do this.

4. How and when we will carry out your Sale

Instructions

Refer to the Key Information section for further details. 4.1 Where we receive your instruction by telephone during Business

Hours we will aim to instruct the Broker to sell your Securities (subject to any limit order) on your behalf on that or the next available Stock Exchange Trading Day. Where we receive your online instruction (if this is a feature of your Service) to sell your Securities during Stock Exchange Trading Hours we will aim to instruct the Broker to sell your Securities on that Stock Exchange Trading Day, subject to any limit order. Where we receive your online instruction to sell after Stock Exchange Trading Hours have ended, we will treat that instruction as having arrived at the start of the next Stock Exchange Trading Day.

4.2 When we execute your instruction we are irrevocably and

unconditionally appointed to act as your agent. We will then carry out your instructions as your agent, which means that we will have your authority to sign, complete and deliver any transfer form or other document, or do anything else which we think is necessary to carry out your instructions. When you instruct us as your agent, to sell or transfer your Securities, you confirm to us that you are entitled to do so and that no one else has any rights over your Securities.

4.3 We will follow the instructions you give us either on the

telephone or on our website depending on the features of your Service.

4.4 If you instruct us to deal in your Securities then we will take

reasonable care in appointing a Broker to carry out your instructions from our panel of approved Brokers, listed in our Order Handling Policy. We and the Broker will then take all sufficient steps to obtain the best possible results for you. Through the appointed Broker, we will execute your orders through the execution venues as listed in our Order Handling Policy which you can access on our website or by writing to us at The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom. In deciding which execution venue to use we and the Broker will focus on a number of factors, primarily price, but also the likelihood of concluding the transaction, size of your order, nature of stock, speed of settlement, market volume, market impact and transaction venue. Information on our top five execution venues from the previous year is available on our website. The Broker will normally carry out your instructions in regulated markets, organised trading facilities or multilateral trading facilities. However to obtain the best result for you the Broker may decide to carry out your instructions outside of these regulated markets, for example where the Broker carries out your instructions with a Market Maker or matches your instructions with instructions received from another client.

4.5 By using the Service you expressly agree that the Broker may use

a venue that is not a regulated market, an organised trading facility or a multilateral trading facility.

4.6 Where your order is above a certain size then we may need two

UK Business Days (or more) to process it. 4.7 We may combine your order with orders received from other

clients using the Service. The Broker may combine your order with orders received from their other clients. This may result in a more or less favourable price than if your instruction had been carried out separately. Where the Broker executes a number of instructions for us then it may average the price obtained for all the orders if different instructions were dealt at different prices.

4.8 We and the Broker have to get you the best price reasonably

available when we sell your Securities. We or the Broker may therefore sometimes delay a sale of Securities for several Business Days if we think that is in your best interests.

4.9 When the Broker sells your Securities we will place an advice

note in your online account on our website within one Business Day of the Broker confirming the sale to us. We will send a confirmation email to the email address we have for you on our records. We will send the advice note to your postal address if we do not have an email address for you. The advice note will set out the number of Securities sold, the Costs that have been charged, and any other commission or charges.

Page 15: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

4.10 The Broker we use to execute your instructions is chosen in

accordance with our Broker Selection Policy. We will only select Brokers whose stated policy is to obtain the best possible result for you. Our Order Handling Policy identifies factors affecting the carrying out of client instructions by the Broker. You agree that you are legally bound by our Order Handling Policy. Both Policies are available on our website, alternatively please contact us if you would like copies. If you would like additional information on how we review our Order Handling policy and arrangements with the brokers on our approved panel, please contact us.

4.11 You agree that you can only use the Service to deal in your

Securities in accordance with the Company's Share Dealing Policy, available upon request from the Company.

4.12 Where trading in the Company's Securities is halted or suspended

we will not be able to process any outstanding instructions you have given us until trading resumes. We accept no responsibility for the impact that any such suspension may have on the price we may then have to sell your Securities for.

4.13 When you instruct us to deal for you, there may be occasions

when we are unable to complete a transaction. When this happens you agree that we may carry out further trades to complete the transaction you originally instructed. We will act in compliance with our Order Handling Policy in order to correct any errors.

5. Sale Proceeds and Payment Methods 5.1 If you instruct us to sell any of your Securities we will send you

the proceeds by electronic bank transfer to your UK bank account on our records or to the bank appointed by the GPS provider (if this is a feature of your Service) in accordance with your instruction, after we have deducted our Costs.

5.2 If we have difficulty sending you money by electronic bank

transfer (other than by using GPS) it will be kept in a client money account whilst we try to confirm your bank account details. We will not pay you interest. If we cannot confirm your bank details or for some other reason cannot make payment, we may send you a sterling cheque by post. It will be your responsibility to update us with any change(s) to your bank account details. We will not accept (and you should not give) any instructions to make payment to anyone other than you.

5.3 We usually receive the proceeds from the sale of your Securities

two Business Days after the sale has been made, depending on which market the sale takes place on. We will only be liable to make payment to you once we have received the proceeds from the Broker. We will deduct any Costs from the sale proceeds before we make payment to you.

5.4 We will not take into account any Tax for which you may be

liable. It is your sole responsibility to report, and if applicable, pay any such Tax.

5.5 Where we hold a cash-balance for you at the end of a quarter we

will send you a statement. We will continue to send you a statement on a quarterly basis (i.e. at regular intervals not less than four times a year) for as long as we hold a cash-balance for you. You may request statements more frequently, but we may charge you for providing these.

6. Global Payment Service Refer to the Key Information section for further details.

6.1 If it is a feature of your Service, you may arrange for your sale

proceeds to be paid to you using the Global Payment Service (GPS). If you use the GPS we will send the monies to the bank appointed by the GPS provider and they will send monies to you. You will need to agree to the GPS terms and conditions before using that service.

6.2 You agree that where we transfer your sale proceeds to the bank

appointed by the GPS provider we will deduct our Costs first. You agree that when you accept the GPS terms and conditions in

respect of sale proceeds those sale proceeds will no longer constitute client monies and will not be held in a client money account under the FCA Rules.

7. Acknowledgments, Rejections and

Cancellation 7.1 If you place your instruction online and you have provided an

email address we will acknowledge receipt of your instructions and let you know when your Securities have been sold, by email. We will not acknowledge receipt of your instructions where no email address has been provided. We will not acknowledge receipt of any instruction to transfer your Securities.

7.2 We reserve the right to reject instructions from you. We may do

this if we think we need to obtain further information from you, or to comply with any legal requirements (for example obtaining evidence of identity to comply with money laundering regulations), if it’s incorrectly completed, or to investigate any other issues we may have with your instructions. We will notify you in writing as soon as possible if we decide not to accept an instruction from you. By agreeing to use this Service, you give us permission to check your identity using electronic identity checking services where necessary.

7.3 You may not cancel or amend any market order instructions to

sell Securities placed by telephone. 7.4 You may not cancel or amend any market order instructions to

sell Securities placed online and received by us during Stock Exchange Trading Hours. You may, however, cancel any market order instructions to sell Securities placed online and received by us outside of Stock Exchange Trading Hours by completing and submitting an online instruction to us via our website provided that you do so prior to opening of Stock Exchange Trading Hours on the next Stock Exchange Trading Day. Following the successful cancellation of your original instruction, if you wish to submit a new instruction, you must do so by completing and submitting a further online instruction.

7.5 You may not cancel or amend any instruction to transfer

Securities once we have received it. 7.6 It is not possible to use the online Service under a power of

attorney. If you wish to use a power of attorney, please contact us for further information.

8. What are our Costs? 8.1 Our Costs are set out in the Key Information section. 8.2 We will pay the Broker a fee for providing its service to us. This is

taken from the fee we charge you. The Broker will send us the sale proceeds. We will then deduct any remaining Costs. We will then send the balance to you. If you would like further information on this arrangement please contact us using the details in the Contacting Each Other section.

8.3 All applicable UK Value Added Tax (VAT) on our fees,

commissions and charges is payable by you to us. All our fees, commissions and charges are inclusive of any applicable VAT unless specifically stated otherwise. Our dealing fees are exclusive of VAT, but currently no VAT is applicable to these fees. If that situation changes in the future we will charge you VAT without notifying you beforehand.

8.4 If we provide you with any information, ancillary services or other

services not mentioned in these terms and conditions, we may write and ask you to pay for that service or information.

Page 16: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

Computershare Investor Services PLC is authorised and regulated by the Financial Conduct Authority, Registered Office: 25 The North Colonnade, Canary Wharf, London E14 5SH. Computershare Investor Services PLC is on the Financial Conduct Authority Register with registration number 188534. Computershare Investor Services PLC is registered in England & Wales, Company No.

3498808, Registered Office: The Pavilions, Bridgwater Road, Bristol, BS13 8AE. The main business of Computershare Investor Services PLC is the provision of share registry and shareholder services.

General information

1. Limits on our Liability 1.1 We will provide the Service with reasonable care and skill. 1.2 We are not liable for losses unless they are foreseeable by each

of us at the time we enter into an agreement governed by these terms and conditions and are caused by our breach of these terms and conditions, negligence, wilful default or fraud.

1.3 We are not liable for losses or expenses suffered by you that are

caused by:

(a) your failure to obey the law; (b) third parties (which for this purpose includes banks,

custodians and CSDs but otherwise excludes our own sub-contractors) subject to the provisions of these terms and conditions;

(c) documents getting lost or delayed in the post; (d) delays over the internet before your communication

reaches our website; (e) your online communication being intercepted or hacked

before it reaches our website; (f) any planned maintenance that we have to carry out which

will normally take place outside Business Hours; (g) fraudulent instructions; (h) us acting on your instructions; and/or (i) unclear instructions.

1.4 We are not liable for any indirect losses or consequential loss of

any kind and in any event we are not liable for: (a) loss of opportunity (including investment opportunity); (b) loss of potential future income, revenue, or increase in

value; (c) loss of income including interest; (d) loss of goodwill; (e) loss of anticipated savings; or (f) any wasted time, whether they amount to direct or indirect loss.

1.5 Nothing in these terms and conditions excludes or limits in any

way our liability for:

(a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other matter for which it would be illegal or unlawful

for us to exclude or limit or attempt to exclude or limit our liability.

1.6 We shall not be responsible for delays or failure to perform the

Service due to circumstances beyond our reasonable control which may include for example market-conditions, halts on trading in a market, power failures or natural disasters. Where we do suffer such delays we will try to resume the Service as soon as reasonably possible.

1.7 Where we have sent you details on how to access your account

online it is your responsibility to keep these details secure. So if you suspect that any of these details have been obtained by anyone else you must tell us immediately, or you will be liable for any fraudulent instructions that we may receive as we will always accept any instructions as valid if they contain these details. If you have any doubt about an instruction you should telephone us immediately.

1.8 You accept responsibility for all instructions you send to us or

arrange to be sent to us on your behalf.

2. Contacting Each Other 2.1 If you want to contact us then you may do so using the details in

the Key Information section or by writing to us at Computershare

Plan Managers, Bridgwater Road, Bristol BS99 6AP. We will normally contact you by email if we have your email address, otherwise we will use the post.

2.2 When we send you a communication we will treat it as received

by you if: (a) delivered by hand or courier, on delivery; (b) sent by UK domestic post, two Business Days after sending; (c) sent by international post (outside the UK), five Business

Days after sending; or (d) delivered by email or via our website, immediately.

2.3 We provide these terms and conditions in English and we will only communicate with you in English when providing the Service. If we translate these terms and conditions into another language they should be treated as being informative only. We will only be bound by the English version of these terms and conditions which govern the Service.

3. General 3.1 In performing the Service we may on occasion employ agents to

carry out certain activities. Before doing so we will satisfy ourselves that they are able to do the job we are asking them to do.

3.2 We will not do anything which we think would or might break any

relevant laws, rules, regulations or codes, or risk exposing us to criticism for behaving improperly or not acting in accordance with good market practice.

3.3 When we provide you with the Service you agree that we can

hold your money in a UK bank chosen by us. Under the law that will apply, we will not be responsible for anything a UK bank does or fails to do with your money. The money will be held in a separate pooled client money bank account together with other clients' monies but separate from our money. You will still have the same rights to your money. The account will be governed by the FCA Rules on client money. All money belonging to clients will be held on trust for the sole benefit of clients. We will not pay interest on monies we hold for you. If the bank becomes insolvent we will try to recoup your money on your behalf. If there is a shortfall in the money held in the client money account, all clients will share any shortfall proportionately. In this situation you may not recover all your money. You may then be able to make a claim under the Financial Services Compensation Scheme (FSCS). Sometimes, in exceptional circumstances, it may be necessary for us to hold your money in a bank based outside of the UK, (for example, to facilitate payments to you if you are based outside the UK). If so, we will take all reasonable steps to protect your money in line with local laws, which may be different from the laws in the UK. Your rights if the bank becomes insolvent may be reduced in this instance.

3.4 If we hold your money and there has been no movement in your

balance for at least six years, other than for charges we may have levied, we may remove this money from the client money bank account and donate it to a registered charity of our choice. You may later claim this sum of money back from us, but you will not be entitled to claim any interest on it. We will let you know at least 28 days before we do this by writing to you at the last email or postal address we have for you. Where the amount is no more than £25 (or equivalent) and you fail to claim it before the 28 day notice period expires we will donate the money without attempting to contact you again. If the amount is more than £25 (or equivalent) after the 28 day notice period expires, we will make at least one further attempt to contact you using other means, before donating the money to charity.

3.5 The Service (and as a result all or some client money and assets)

may at any time be moved to another provider. If we move all or part of our business to another provider, after the move is complete we will no longer hold your money in the client money bank account. We will exercise due skill, care and diligence in assessing whether the provider that we are transferring your client money to will follow the requirements of the FCA Rules or

Page 17: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

Computershare Investor Services PLC is authorised and regulated by the Financial Conduct Authority, Registered Office: 25 The North Colonnade, Canary Wharf, London E14 5SH. Computershare Investor Services PLC is on the Financial Conduct Authority Register with registration number 188534. Computershare Investor Services PLC is registered in England & Wales, Company No.

3498808, Registered Office: The Pavilions, Bridgwater Road, Bristol, BS13 8AE. The main business of Computershare Investor Services PLC is the provision of share registry and shareholder services.

apply adequate equivalent measures to protect your client money.

3.6 Where we owe you money we will round down the monies

payable to the nearest penny. Where you owe us money we will round it up to the nearest penny. In each case we will keep the difference for our own benefit.

3.7 These terms and conditions and the Service are governed by the

laws of England. You agree that any action must be brought in an English Court.

3.8 You lose your entitlement to any benefit associated with your

Securities, such as a dividend payment, on the day your Securities are sold which will be before the Securities are registered with the new owners. If you receive such a benefit after your Securities are sold you may have to transfer it to the new owners of the Securities. If we become aware of such a claim when we have received the money from selling your Securities then we will account for it to the new owner of the Securities and may deduct the same amount from the proceeds of the sale.

3.9 We may withdraw the Service from you immediately due to a

change in law or because we find out that you are not entitled to participate in the Service under local laws. We will settle any outstanding instructions from you before we do this, in so far as we are permitted to do so by law.

3.10 In offering the Service we will treat you as a "retail client". As a

retail client you are protected by the FCA Rules and you may be eligible for compensation under the FSCS, as described further in the Complaints and Compensation section.

3.11 Conflicts of interest which may be detrimental to you, may arise

between us, our agents, our other corporate clients, our employees and those who use this Service. We will make every effort to identify and prevent such conflicts. Where this is not possible we will manage and mitigate the conflicts. Where we cannot prevent, manage or mitigate such conflicts we will disclose details to you. You may obtain a copy of our Conflicts of Interest Policy, which we update regularly, on our website or you may request a copy by writing to us at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom.

3.12 Only you or us have any right to enforce these terms and

conditions and no third party has any right to enforce any of the terms and conditions by virtue of the Contracts (Rights of Third Parties) Act 1999.

3.13 When you instruct us to provide Services to you we can use the

Securities we hold for you as security for our costs. If you owe us money we may also deduct the amount that you owe to us from any amounts that we owe to you. When we sell securities for you we will use a portion of the proceeds of the sale to cover our own costs. If there is not enough money left to cover those costs afterwards we will ask you to pay the difference. If you don’t pay us the difference we will sell enough of your Securities to recover our own costs, even if this means we sell your Securities at a loss and/or you suffer any tax liability as a result. We may also offset any monies due to you against any monies you owe us. If we plan to sell your Securities we will let you know one month before we do so. However even if we do or we offset any sums of money you may owe us, we still reserve the right to go to court to recover any outstanding monies you may owe us.

3.14 If any of these terms and conditions is found to be unfair we will

not be able to rely upon it. However, that will not have any impact on the other terms and conditions which will remain in force.

3.15 You may not use this Service in a country where it would either

be illegal to do so or would require us to observe regulatory procedures or legal formalities in addition to those required in England and Wales.

4. Data Protection 4.1 In order to provide the Service to you we need to use your

personal information. We may also transfer your personal information to other countries which have different data protection laws. We will only do this if we are satisfied that there are adequate safeguards in place to protect your personal information.

4.2 For full details about how we use and share your personal

information please see our Privacy Policy, which is available on our website or you may request a copy by writing to us at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom. The Privacy Policy also explains your rights in relation to your personal information and how you can exercise them.

5. Complaints and Compensation 5.1 If you are dissatisfied with the Service we have provided you or

wish to receive a copy of our complaints procedure please write to us or find a copy of our complaints procedure on our website. If we cannot resolve your complaint, you may refer it to the Financial Ombudsman Service, Telephone: +44 (0)800 023 4567 (free from UK landlines) or 0300 123 9123 (from UK mobiles) or at www.financial-ombudsman.org.uk.

5.2 Under the FSCS you may be entitled to compensation if we

cannot meet our financial obligations. You may be covered for up to 100% of the first £50,000 of your investments (i.e. a maximum of £50,000 per person). Where we hold your money in a client bank account and the relevant UK approved bank becomes insolvent, you may be covered under the FSCS for up to £85,000 of the money on deposit with that bank. Details about our external banking partners are available on request. These amounts may be subject to change. Where we are required to hold your client money in a jurisdiction outside the UK, your rights in the event of insolvency may be reduced. Further details of your rights under the FSCS can be found here: www.fscs.org.uk.

Page 18: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

12GZVA D07

POSTAL GLOBAL PAYMENT SERVICE WITH CURRENCY CONVERSION TERMS AND CONDITIONSThese terms and conditions form a legally binding agreement between you and us. They shall be interpreted in accordance with clause 1 below. This postal global payment service enables you to ask us, Computershare Investor Services PLC,

to arrange for a Payment to be converted into a Currency of your choice and for the Proceeds to be paid to you via foreign currency wire payment (the “Service”). The Service is a foreign exchange service and is only available to individuals who are 18 years of age or older. If you wish to use the Service it is your sole responsibility to inform yourself about and observe any applicable tax and legal requirements as they relate to you personally. Where these terms and conditions have been received in a country where the provision of such a service would be contrary to local laws or regulations or that would require us to comply with local governmental or regulatory procedures or legal formalities, these terms and conditions should be treated as being for information purposes only. You should ensure that the Service meets your requirements. If you are in any doubt you should seek independent professional advice before taking any action. We cannot provide you with any advice on the suitability or otherwise of any aspect of the Service to your personal circumstances or any associated tax liability. Neither the Service nor these terms and conditions constitute an invitation or recommendation to undertake the conversion or have money sent to you by foreign currency wire payment. Please note that the currency exchange rate can fl uctuate in the period after you send us your instruction but before the conversion is effected and this may decrease the value of the Proceeds you receive.1. Defi nitions (a) In these terms and conditions the following words and expressions have the meanings and interpretation set out below:“Application Form” means the form which you must complete in order to instruct us to arrange for your Payment (or, if applicable, all

future Payments of a particular type or types until further notice) to be converted into the Currency of your choice and for the Proceeds (or, if applicable, all future Proceeds relating to future Payments of a particular type or types) to be paid to you via foreign currency wire payment;“Benefi ciary Bank” means the bank identifi ed by you which holds the bank account in your name into which you instruct us to pay or to arrange payment of the Proceeds;“Business Day” means any day (excluding Saturday and Sunday) on which banks in the UK are generally open for non-automated business;“Computershare” means Computershare Investor Services PLC, whose registered offi ce is at The Pavilions, Bridgwater Road, Bristol BS13 8AE;“Computershare’s Group” means Computershare, any subsidiary undertaking of Computershare, any parent undertaking of Computershare and any subsidiary undertaking of any parent undertaking of Computershare and any associated undertaking of any such person, from time to time each as defi ned in section 1162 of the Companies Act 2006 and paragraph 20 of Schedule 4A to the Companies Act 1985 as amended;“Corporate Sponsored Nominee” means the corporate sponsored nominee the operation of which is governed by a discrete set of terms and conditions;“Costs” means any Fixed Fee, Spread or any other charges payable by you for the provision of the Service pursuant to these terms and conditions as set out in clause 6 save any such fees, spreads or charges referred to in clause 6(f);“Currency” means those currencies into which we offer you the option of converting your Payment pursuant to the Service;“Executive Investment Service Share Plan Account” means the executive investment service share plan account the operation of which is governed by a discrete set of terms and conditions;“Fixed Fee” means the fi xed fee as defi ned in clause 6(a);“FCA” means the UK Financial Conduct Authority;“Global Payment Service Provider” means Citibank Europe plc, an Ireland-based and incorporated fi nancial services subsidiary company of Citigroup, Inc. with its principal offi ce located in Dublin, Ireland (together with any of its affi liates used by it) used by, Computershare in the provision of the Service;“Intermediary Bank” means any bank that is located in the country of your chosen Currency and is used by the Global Payment Service Provider to receive funds in your chosen Currency before being forwarded to the Benefi ciary Bank;“Payment” means:• the proceeds of sale of securities payable to you resulting from a sale of

securities arising from participation in an employee share plan or held in a Vested Share Account or Executive Investment Service Vested Share Account using a member of Computershare’s Group’s dealing service; or

• the cash payment payable to you arising from participation in an employee share plan (whether or not via a Share Plan Account) administered by a member of Computershare’s Group; or

• the dividend payable to you in respect of securities held by you other than in respect of securities held in a Corporate Sponsored Nominee, Vested Share Account or Executive Investment Service Vested Share Account; or

• the dividend payable to you in respect of securities held by you in a Corporate Sponsored Nominee or Vested Share Account or Executive Investment Service Vested Share Account; or

• the interest payable to you in respect of gilts held by you and/or the redemption monies payable to you resulting from a redemption of gilts held by you as applicable.

“Payment Date” means as defi ned in clause 2(b);“Proceeds” means monies in the Currency of your choice with a value equal (on the basis of the foreign currency exchange rate determined by the Global Payment Service Provider) to the Payment less the Costs;“Recovered Amount” means as defi ned in clause 4(f); “Residual Monies” means, for the purposes of clause 6, monies to be converted into the Currency you have selected after the Fixed Fee has been deducted;“Service” means the global payment service which enables you to ask us, Computershare Investor Services PLC, to arrange for a Payment to be converted into a Currency of your choice and for the Proceeds to be paid to you via foreign currency wire payment, (otherwise known as International Wire);“Share Plan Account” means the share plan account the operation of which is governed by a discrete set of terms and conditions;“Spread” means the number of basis points (1 basis point = 0.01%) by which the Wholesale Rate is reduced as calculated in accordance with clause 6(a);“SRN” means the Shareholder Reference Number provided to you by us to enable you to access the Service;“User ID” means any User Identifi cation Number which has been provided to you by us to enable you to access the Service;

“us”, “we” or “our” means Computershare Investor Services PLC, whose registered offi ce is at The Pavilions, Bridgwater Road, Bristol BS13 8AE;“Vested Share Account” means the vested share account the operation of which is governed by a discrete set of terms and conditions;“Website” means www.computershare.com;“Wholesale Rate” means as defi ned in clause 3(h);“you” or “your” means you, the person using the Service.(b) The headings are inserted for convenience only and shall not affect the interpretation of these terms and conditions.(c) References to any statute or statutory provisions shall, unless the context requires otherwise, be construed as a reference to such statute or statutory provisions (including all instruments, orders or regulations made under it or deriving from it) as may be in force from time to time.(d) The words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.2. Your Instruction (a) Provided (save in respect of a Payment which constitutes either proceeds of sale of securities or a cash payment payable to you arising from participation in an employee share plan) that the value of your Payment is in excess of ten pounds sterling or equivalent, you may instruct us to arrange for your Payment to be converted into the Currency of your choice and for the Proceeds to be paid to you via foreign currency wire payment by completing the Application Form and sending it to us by post to our address the details of which are set out in clause 8 below.(b) If you wish to use this Service in respect of a Payment which constitutes a dividend payable to you, interest payable to you in respect of gilts held by you or the redemption monies payable to you resulting from a redemption of gilts held by you, we must receive your valid instruction at least fi fteen Business Days prior to the date upon which such Payment is due for your instruction to be processed in respect of that Payment (“Payment Date” for the purposes of this clause 2(b)). Should we fail to receive a valid instruction by 17:00 (UK time) on the fi fteenth Business Day prior to the Payment Date we will use reasonable endeavours to process your instruction in respect of the Payment in question but we do not accept any responsibility for any loss you may incur as a result of not processing such instruction.(c) Clauses 5(b) to (e) set out when we are entitled to refuse to act on your instruction.(d) Details of how and when the Proceeds will be available and subsequently be sent to you are set out in clauses 3 and 4. Details of the Costs and how and when they will be deducted are set out in clause 6.(e) You must ensure that you have given us the correct details of a bank account in your name that can receive the Proceeds in the relevant Currency.(f) You must not give instructions to pay Proceeds into a bank account in the name of anyone other than you.(g) Please note that any currency election which you have made to a company responsible for paying a dividend to you will take precedence and shall prevail over any instruction submitted by you pursuant to the Service in respect of such Payment.(h) A full list of the Currencies offered under the Service can be obtained from the Website or using our helpline (the operating hours and details of which are set out in clause 8). The list may change from time to time so you should check it before giving us an instruction.3. How and when will the Proceeds be available (a) If we accept your instruction we will, on the basis of your instruction, enter into a transaction with the Global Payment Service Provider for it to convert money of a value equal to your Payment less the Costs into the Currency of your choice and send the resultant money to you via foreign currency wire payment. In return we promise to pay an amount equal to the Payment less our Fixed Fee (deducted pursuant to clauses 6(a) and 6(d)) to the Global Payment Service Provider. Although we may enter into this transaction before your Payment is received by us or another member of Computershare’s Group on your behalf (for example in respect of a Payment which constitutes proceeds of sale of securities) we reserve the right not to do so until we are in receipt of such Payment in cleared funds.(b) When we enter into the transaction with the Global Payment Service Provider we do so in our own capacity and not on your behalf. As a result, we (rather than you) will contract with the Global Payment Service Provider and will promise to pay an amount equal to your Payment less our Fixed Fee (deducted pursuant to clauses 6(a) and 6(d)) to the Global Payment Service Provider. You will have no contractual relationship with the Global Payment Service Provider. The Global Payment Service Provider will owe the Proceeds to us - only paying them to you on our behalf - and does not assume any responsibility to you for payment of the Proceeds or otherwise. It is our responsibility under the Service to ask the Global Payment Service Provider to pay the Proceeds to you.(c) In return for us entering into this transaction with the Global Payment Service Provider you agree to immediately pay to us an amount equal to your Payment (i.e. the amount we are required to pay the Global Service Provider under the transaction plus our Fixed Fee (deducted pursuant to clauses 6(a) and 6(d)). You agree that we may apply your Payment in payment of the amount you owe us and that such application of your Payment will discharge all duties and obligations which the relevant member of Computershare’s Group (or other third party, as applicable) owes to you in respect of the Payment (for example, which we or another member of Computershare’s Group owes to you resulting from a sale of securities arising from participating in an employee share plan using our or its dealing service, as applicable).(d) Where your Payment constitutes either the proceeds of sale of securities or a dividend payable to you in respect of securities held by you in a Corporate Sponsored Nominee, Vested Share Account, Executive Investment Service Vested Share Account or Share Plan Account, as soon as you owe us money pursuant to clause 3(c) above, those proceeds of sale or that dividend will no longer constitute client monies (or such local equivalent as is applicable to the relevant member of Computershare’s Group) and consequently will not be held in a designated client monies account in accordance with the FCA rules (or local equivalent).(e) Please note that the Global Payment Service Provider will neither treat amounts paid to it by us as client money nor bank deposit and will not pay interest on any such money.(f) The Global Payment Service Provider will send your Proceeds to your bank account in accordance with and on the basis set out in clause 4.(g) We shall take reasonable care in the selection of, and the enforcement of our contract with, the Global Payment Service Provider. However, we do not otherwise accept responsibility for losses or expenses suffered or incurred by you as a result of any acts by or omissions of the Global Payment Service Provider including any failure by it to remit the Proceeds to the account specifi ed by you.

(h) Please note that the foreign currency exchange rate used to obtain the Proceeds will be determined by the Global Payment Service Provider which will provide us with a competitive rate based upon its wholesale rate available in the market at the time (as available from Bloomberg and Reuters), its ability to buy and/or sell currencies, its bulk buying position and is a rate at a point in time that is updated in real-time throughout the day subject to the availability of currencies for online trading (the “Wholesale Rate”). Such rate is a point in time rate that is updated real-time throughout the day subject to the availability of currencies for online trading.(i) If we place a number of orders for payments in the same payment currency and Proceeds currency with the Global Payment Service Provider, the Global Payment Service Provider may aggregate those orders and execute them together. The Global Payment Service Provider may combine orders in this way in order to seek to provide a more favourable exchange rate than if each order were executed separately.(j) The foreign currency exchange rate used to obtain your Proceeds will be available as soon as reasonably practicable following receipt by Computershare of confi rmation of the rate from the Global Payment Service Provider. You can fi nd the rate on the Website or using our helpline (the operating hours and details of which are set out in clause 8).4. How and when will the Proceeds be sent to you (a) The Global Payment Service Provider has promised to us that it will send the Proceeds via a foreign currency wire payment to your bank account the details of which are held on our records. The Global Payment Services Provider does this in order to satisfy its promise to us to pay the Proceeds to us or such account as we may instruct and to pay (on our behalf and on our instruction) the Proceeds to you in performance of our promise to you under these terms and conditions.(b) Please note that we do not guarantee credit to you of the Proceeds on any given date, as the fi nal credit of the Proceeds to you is not under the control of either Computershare or the Global Payment Service Provider. The Global Payment Service Provider has undertaken to us that it will ensure that the amount of the Proceeds is placed into the clearing system by a given date. The Global Payment Service Provider may also be subject to additional obligations to us under general law.(c) Not all countries have electronic clearing. In this case the processing center of the country of currency may issue a cheque or manager’s draft and hand deliver it to your Benefi ciary Bank for fi nal credit to you.(d) A payment may be delayed or rejected before it reaches you if you provide incomplete or invalid payment details.(e) If a payment is rejected before it reaches you or the Proceeds cannot be sent to your chosen account for reasons outside the reasonable control of Computershare (including, for example, where you provide incomplete or invalid payment details or the bank account the details of which you have provided cannot receive and hold monies in your chosen Currency), we will make reasonable efforts to recover the Proceeds. We may charge reasonable fees for such recovery together with any associated expenses which we may reasonably incur when doing so. We reserve the right to reconvert, or to allow the Global Payment Service Provider to reconvert, any recovered Proceeds back into the originating currency or into sterling and to issue your payment in the form of a cheque (denominated in such currency) to you to your address as it appears on our records. Should any such recovered Proceeds be reconverted we will charge you additional Costs as set out in clause 6(c). Any other related costs (including any loss which you may incur due to exchange rate fl uctuations as a result of such currency reconversion) will be solely your responsibility. We do not accept any responsibility for any loss you may incur as a result of such currency reconversion.(f) Should the Global Payment Service Provider incur problems in sending the payment to your account and send the Proceeds (whether in your chosen Currency or reconverted into the originating currency or sterling) to Computershare, we will hold those Proceeds in a non-interest bearing bank account until we are able to make payment to you. The account will be a non-designated segregated bank account held by Computershare for the benefi t of users of the Service, meaning that such monies will be segregated from Computershare’s own funds and will not be available to Computershare for use in the ordinary course of our business. These arrangements are designed to provide you with appropriate protection in the unlikely event of our insolvency, but money within this account originating from a Payment constituting either the proceeds of sale of securities or a dividend payable to you in respect of securities held by you in a Corporate Sponsored Nominee, Vested Share Account, Executive Investment Service Vested Share Account or Share Plan Account, will not be client money for the purposes of the FCA rules.(g) In the event that the Global Payment Service Provider becomes insolvent and consequently is unable to pay the Proceeds to your bank account after its receipt of an amount equal to the Payment (less the Costs) and subject to you being responsible for all costs, charges and expenses reasonably and properly incurred by Computershare as a consequence of any actions taken, Computershare will take reasonable steps to recover such amounts and in such currency as are reasonably recoverable from the Global Payment Service Provider (the “Recovered Amount”). If Computershare receives a Recovered Amount, we reserve the right to deduct our reasonable costs, charges and expenses of recovering the Recovered Amount before paying, or arranging for the payment of, a sum equal to the remaining sum to you. We may receive from the Global Payment Service Provider a single amount relating to you and other users of the Service. In this event, you agree that we may allocate and apportion such amount, and our reasonable costs of recovery, as between you and the other users in such manner as we may reasonably determine.5. Acknowledgements and Rejections (a) We will not acknowledge receipt of your instruction.(b) If you are sending an instruction under a power of attorney you should indicate this fact and enclose the original power of attorney or a copy certifi ed by a solicitor or public notary, which will be inspected and returned to you. Failure to provide the required documentation will render your instruction invalid.(c) We reserve the right not to accept and consequently not to act upon any particular instruction from you if:• we have not received your Payment; or• we reasonably consider that we need to obtain further information from

you or to comply with any legal or regulatory requirement binding on us (including the obtaining of evidence of identity to comply with money laundering regulations); or

• we reasonably consider that we need to investigate any concerns we may have about the validity of or any other matter relating to your instruction; or

• you have instructed us to pay, or arrange for the payment of, the Proceeds into a bank account in the name of someone other than you.

Where permitted by law and regulation, we will notify you in writing as soon as reasonably practicable if we decide not to accept a particular instruction. You agree that we will have no liability to you for any loss you may suffer by

Computershare Investor Services PLC is registered in England & Wales, Company No. 3498808, Registered Offi ce: The Pavilions, Bridgwater Road, Bristol BS13 8AE.Version: July 2018

Page 19: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

12GZVA D07

virtue of our refusal to accept your instruction.(d) The Global Payment Service Provider may delay, refuse or be unable to execute payments to your specifi ed account due to sanctions or other legal requirements affecting your chosen Currency. Further, the Global Payment Service Provider may cease to undertake foreign exchange transactions in your chosen Currency. In either case, any existing instruction will be rejected and we will notify you of that rejection without undue delay so that you can amend your instructions accordingly.(e) We reserve the right not to accept instructions which are not given on the Application Form, or which have not been properly completed or which are unclear. Any Application Form which we reject will be returned to you by post.6. The Costs(a) Subject to clauses 6(b) and 6(c) below, for each Currency conversion executed as a result of your instruction you will be charged:• a fi xed fee as specifi ed on your Application Form (the “Fixed Fee”); AND• a Spread calculated based upon the aggregate value of the Residual Monies

as follows: (i) where the aggregate value of the Residual Monies is between £0 and

£99,999.99 the Wholesale Rate will be reduced by a Spread of 250 basis points;

(ii) where the aggregate value of the Residual Monies is between £100,000.00 and £999,999.99 the Wholesale Rate will be reduced by a Spread of 80 basis points;

(iii) where the aggregate value of the Residual Monies is equal to or over £1,000,000.00 the Wholesale Rate will be reduced by a Spread equal to 50 basis points;

(b) Please note that the Fixed Fee and Spread will be deducted from your Payment in accordance with clause 6(a) even if a payment is rejected before it reaches you or the Proceeds cannot be transferred to your chosen account for reasons outside of the control of Computershare including, for example, where you provide incomplete or invalid payment details or the bank account the details of which you have provided cannot receive and hold monies in your chosen Currency.(c) Please note that whilst we will not charge you an additional Fixed Fee for any Currency conversion executed pursuant to clause 4(e) above we will charge you an additional Spread calculated in accordance with clause 6(a) above for such Currency conversion.(d) The Costs will be automatically deducted from your Payment before your Proceeds are paid to you. We will deduct the Fixed Fee and the Global Payment Service Provider will deduct the aforementioned Spread on our behalf, withhold a portion thereof to be retained for itself and send the remainder of the Spread to us.(e) These charges may change from time to time. We will notify you in advance of any change(s) to these charges, which will only apply to instructions received after notifi cation of such change(s).(f) Please note that in addition to the Costs your Benefi ciary Bank, or any Intermediary Bank, may apply transaction charges, fees and other costs depending upon the specifi c currencies, banks and bank accounts involved. You should check with your Benefi ciary Bank whether such transactions charges, fees or other costs will be applied and if so whether you are responsible for the payment of them. We are not responsible for the payment of these charges, fees or other costs.(g) If we carry out any other services or provide you with any other information which is not mentioned in these terms and conditions, then we may write and ask you to pay us a charge for that service or information.(h) No UK Value Added Tax is currently payable in respect of the Costs. Should the UK Value Added Tax rules change in future, such tax may be applied and deducted from your Payment without prior notice.7. Liability (a) Save to the extent expressly stated to the contrary in these terms and conditions, we will take reasonable care in operating the Service and will be responsible to you for any losses or expenses suffered or incurred by you which are a foreseeable consequence of our breach of these terms and conditions, negligence, wilful default or fraud.(b) We do not accept liability for any losses or expenses suffered or incurred by you which are not a foreseeable consequence of our breach of these terms and conditions, negligence or wilful default.(c) We do not accept liability for any losses or expenses suffered or incurred by you which do not arise as a result of our breach of these terms and conditions, negligence, wilful default or fraud.(d) We shall not be responsible for losses that result from our failure to comply with these terms and conditions which fall into the following categories:• loss of income or revenue;• loss of business;• loss of profi t arising in the course of business;• loss of opportunity;• loss of goodwill;• loss of anticipated savings;• loss of data; or• any waste of time.(e) Nothing in these terms and conditions excludes or limits in any way our liability for:• death or personal injury caused by our negligence; or• fraud or fraudulent misrepresentation; or• section 2 of the Supply of Goods and Services Act 1982; or• any other matter for which it would be illegal or unlawful for us to exclude or

attempt to exclude our liability.(f) 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.(g) Please note that the currency exchange rate can fl uctuate in the period after you send us your instruction but before the conversion is effected and this may decrease the value of the Proceeds you receive. We accept no liability for any losses or expenses which you may suffer as a result of any such movement in the currency exchange rate.(h) We do not accept any responsibility for any losses or expenses suffered or incurred by you as a result of any acts or omissions or the insolvency of:• your Benefi ciary Bank;• any Intermediary Bank; or• the Global Payment Service Provider (including any failure by it to remit

the Proceeds to the account specifi ed by you but without affecting our responsibilities to you under clauses 3(g) and 4(g) above).

(i) If you are in any doubt as to whether an instruction has been received or carried out you should telephone us immediately using our helpline (the operating hours and details of which are set out in clause 8).(j) We shall not be responsible for delays or failure to perform any of our obligations due to acts beyond our reasonable control. Such acts shall include, but not be limited to, market conditions, the suspension of trading by any exchange or clearing house, acts of God, strikes, lockout, riots,

acts of war, terrorist acts, epidemics, pandemics, governmental regulations superimposed after the fact including the imposition of exchange controls, sanctions and embargos, communication line failures or malfunctions, power failure, earthquakes or other disasters.(k) Any documents/instructions/cheques/Proceeds sent by you, or to you, are sent entirely at your own risk. We do not accept liability prior to receipt by us of any documents or instructions or after despatch by us of any document to you or (subject to our responsibilities to you under clause 3(g)) payment to the Global Payment Service Provider.(l) You must contact us immediately if you suspect that any of your Security Details have been disclosed to, or obtained by, a third party and that their integrity is threatened. Until such notifi cation is received by us, we will assume that any instructions received in accordance with these terms and conditions which have been authenticated by your SRN will be genuine and are valid instructions from you and we will act accordingly. You will be liable for all such transactions. 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 these terms and conditions.(m) We are not liable for forged or fraudulent instructions.(n) These terms and conditions and your Application Form constitute the entire agreement between the parties concerning the Service and may not be amended, modifi ed or supplemented orally. Any amendment or modifi cation to the terms and conditions shall become effective solely in accordance with the terms of these terms and conditions.(o) Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in these terms and conditions.8. Contacting each other(a) All notices and other communications must be in English. Our contact details can be found at the top of the Application Form. If you contact us by telephone, our operating hours are 08:30 to 17:30 UK time on Business Days. For purposes of security and service quality, you authorise us to record and/or monitor to the maximum permitted by applicable law, all telephone calls made by you to us and from us to you. For the avoidance of doubt, we are entitled to produce any recording we make in any court or arbitration proceeding as evidence of such conversation.(b) If you are resident in the UK, we will send all documents to your address as it appears in our records by domestic post. If you are resident outside the UK, we will send all documents to your address as it appears on our records by international post. We will send all email responses to your email address as it appears on our records.(c) Computershare Investor Services PLC provides its contractual terms in English and will only communicate with you in English during the provision of the Service. Any translation of these terms and conditions into any language other than English should be treated as being for information only, these terms and conditions in English shall be the sole operative terms and conditions governing the operation of the Service.9. General (a) The decision to have your Payment converted into a Currency of your choice and have the Proceeds sent to you via foreign currency wire payment is solely your responsibility.(b) You may not specify the currency exchange rate or the minimum currency exchange rate to be applied to the conversion of your monies.(c) We and/or the Global Payment Service Provider are entitled to deduct the Costs from your Payment before your Proceeds are paid to you.(d) Where your Payment constitutes proceeds of sale of securities you may not cancel or amend any instructions to have monies payable to you converted into a Currency of your choice and have the Proceeds sent to you via foreign currency wire payment received by us after the date of the trade of such securities. You may, however, cancel any such instructions received by us prior to such trade being placed. Where your Payment constitutes a cash payment payable to you arising from participation in an employee share plan, then once you have instructed us to make your Payment to you in a different Currency you may not cancel or amend those instructions. Where your Payment constitutes a dividend payable to you, interest payable to you in respect of gilts held by you or the redemption monies payable to you resulting from a redemption of gilts held by you, you may not cancel or amend any instructions after 17:00 (UK time) on the fi fteenth Business Day prior to the date upon which such Payment is due (“Payment Date” for the purposes of this clause 9(d)). You may, however, cancel any such instructions received by us prior to that cut off time.(e) We may employ agents on such terms as we deem fi t and can delegate any function or responsibilities that we may have under these terms and conditions. We will take reasonable care to satisfy ourselves that any person to whom we delegate any functions or responsibilities is competent to carry out those functions or responsibilities.(f) When you instruct us to arrange for the sending of the Proceeds to you via foreign currency wire payment in accordance with the Service, you give us your authority to sign, complete and deliver any document and to do anything else we think necessary to give effect to your instruction. This does not affect the nature of the contractual relationships between you and Computershare, and Computershare and the Global Payment Service Provider, as described in clause 3(b).(g) We will not do anything which in our reasonable opinion would or might break any relevant laws, rules, regulations or codes or risk exposing us to criticism for behaving improperly or not acting in accordance with good market practice.(h) Cash fractions arising in respect of money due to you are rounded down to the nearest penny sterling or the lowest denomination of your chosen Currency and the Costs will be rounded up to the nearest penny sterling or the lowest denomination of your chosen Currency and in each case the difference will be kept for our own benefi t.(i) We reserve the right to change these terms and conditions from time to time provided that if such change would be materially detrimental to you, we will give you not less than twenty Business Days’ written notice before such change becomes effective.(j) These terms and conditions are governed by and shall be construed in accordance with the law of England and Wales. Computershare Investor Services PLC has applied the same laws in its marketing of, and arrangements for you to use, the Service.(k) We may choose to suspend or withdraw the Service at any time due to developments in legislation, in the event that changes in the banking system impact upon the Service or the Global Service Provider refuses (in accordance with its contract with us) to continue to support the Service or should it materialise that you are not eligible or permitted to participate as envisaged by us by local legislation and/or regulation without giving you any notice that the Service is no longer available. To the extent permitted by law and regulation, and the Global Payment Service Provider in accordance with its contract with us, any instructions that we

have accepted prior to the Service being withdrawn will be completed.(l) In the event that the Currency you have selected is suspended, we reserve the right at our sole discretion to contact you to obtain your instructions or to make the payment to you in the original currency in which the Payment was received.(m) We, the Global Payment Service Provider and our agents 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 confl ict with its duty to persons using the Service. We manage those confl icts 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 confl ict of interest may arise. In accordance with our regulatory responsibility on this matter we operate a documented policy that details our obligations if such events arise. Full details are available upon written request to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ.(n) By submitting your instruction you confi rm that any assets (including, for the avoidance of doubt, securities and/or money) which we (or another member of Computershare’s Group) hold on your behalf may be used as security for the debt which we incur to the Global Payment Service Provider and the Costs. As such, we have the right to sell or otherwise dispose of any assets which we may hold on your behalf at whatever price and in whatever manner we see fi t at our absolute discretion (without being responsible for any loss or diminution in price) to obtain reimbursement of such debt and/or the Costs on giving you seven days’ written notice of our intention to do so.(o) The parties to this agreement are you and us (the “parties”). Except as expressly provided in clauses 3(c) and 3(d), the parties do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.(p) In the event that any part of these terms and conditions is not legally enforceable, the remaining terms and conditions shall not be affected and shall remain valid and enforceable.

10. Data Protection Notice

To provide the Service to you we need to use your personal information. We will make sure your personal information is adequately protected, however we use it. For full details about how we use your personal information please see our Privacy Policy. Our Privacy Policy is available on our website, or you can get a copy by writing to us at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom. The Privacy Policy also explains your rights in relation to your personal information and how you can exercise them.

11. Complaints

We have a procedure to help us resolve all complaints from our customers effectively. If you have any complaints about the service provided to you or wish to receive a copy of our complaints procedure please write to us at Computershare Investor Services PLC, Shareholder Relations, The Pavilions, Bridgwater Road, Bristol BS13 8AE.

12. Confi rmations, Consents and Undertakings

By submitting Application Form you will be deemed to have given the following confi rmations, consents and undertakings to Computershare:(a) you are 18 years of age or older;(b) you have read and understood these terms and conditions and you agree to be bound by them;(c) you have complied with all applicable legal requirements necessary for you to lawfully make use of the Service;(d) you agree to use the Service only for lawful purposes;(e) where your Payment constitutes either the proceeds of sale of securities or a dividend payable to you in respect of securities held by you in a Corporate Sponsored Nominee, Vested Share Account, Executive Investment Service Vested Share Account or Share Plan Account, you agree that upon such monies becoming due and payable to us for our own account as outlined in clause 3(b) they will no longer constitute client monies (or such local equivalent as is applicable to the relevant member of Computershare’s Group) and consequently will not be held in a designated client monies account in accordance with the FCA rules (or local equivalent);(f) you agree that you are solely responsible for the accuracy of any and all information and instructions that you provide to Computershare in the context of the provision of the Service (including details of your bank account) and for any and all actions which are carried out in reliance upon such information. You acknowledge that we rely upon the payment information you provide and that we cannot be liable for errors or omissions in such information. You are responsible for reimbursing us when invoiced for any losses, liabilities or expenses which we suffer or incur because of such error or omission; and(g) you will be responsible for 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 from:• the lawful and proper carrying out of our obligations to you; or• as a result of acting on instructions we receive from you or which are given

on your behalf; or• your failure to comply with your obligations under these terms and

conditions and/or applicable law.Notwithstanding this paragraph, you will not be liable in respect of losses or

claims which have resulted from:• our (or our offi cers, employees, agents or subcontractors) fraud,

negligence or wilful default; or• a breach by us of these terms and conditions; or• in circumstances where we are prohibited from receiving an indemnity

pursuant to applicable laws or regulations, but only to the extent of such prohibition.

Your responsibility for any and all such loss or liability will survive the termination of these terms and conditions.

Computershare Investor Services PLC is registered in England & Wales, Company No. 3498808, Registered Offi ce: The Pavilions, Bridgwater Road, Bristol BS13 8AE.

Page 20: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

12GZVA D07

POSTAL GLOBAL PAYMENT SERVICE WITHOUT CURRENCY CONVERSION TERMS AND CONDITIONSThese terms and conditions form a legally binding agreement between you and us. They shall be interpreted in accordance with clause 1 below. This postal global direct credit service enables you to ask us, Computershare

Investor Services PLC, to arrange for the Proceeds to be paid to you via foreign currency wire payment or automated clearing house payment (the “Service”). The Service is a payment service to facilitate electronic payments in certain currencies other than pounds sterling and is only available to individuals who are 18 years of age or older. If you wish to use the Service it is your sole responsibility to inform yourself about and observe any applicable tax and legal requirements as they relate to you personally. Where these terms and conditions have been received in a country where the provision of such a service would be contrary to local laws or regulations or that would require us to comply with local governmental or regulatory procedures or legal formalities, these terms and conditions should be treated as being for information purposes only. You should ensure that the Service meets your requirements. If you are in any doubt you should seek independent professional advice before taking any action. We cannot provide you with any advice on the suitability or otherwise of any aspect of the Service to your personal circumstances or any associated tax liability. Neither the Service nor these terms and conditions constitute an invitation or recommendation to have money sent to you by foreign currency wire payment or automated clearing house payment.

1. Defi nitions(a) In these terms and conditions the following words and expressions have the meanings and interpretation set out below:“Application Form” means the form which you must complete

in order to instruct us to arrange for the Proceeds (or, if applicable, all future Proceeds relating to future Payments of a particular type or types until further notice) to be paid to you via foreign currency wire payment or automated clearing house payment;“Benefi ciary Bank” means the bank identifi ed by you which holds the bank account in your name into which you instruct us to pay or to arrange payment of the Proceeds;“Business Day” means any day (excluding Saturday and Sunday) on which banks in the UK are generally open for non-automated business; “Computershare” means Computershare Investor Services PLC, whose registered offi ce is at The Pavilions, Bridgwater Road, Bristol BS13 8AE;“Computershare’s Group” means Computershare, any subsidiary undertaking of Computershare, any parent undertaking of Computershare and any subsidiary undertaking of any parent undertaking of Computershare and any associated undertaking of any such person, from time to time each as defi ned in section 1162 of the Companies Act 2006 and paragraph 20 of Schedule 4A to the Companies Act 1985 as amended; “Corporate Sponsored Nominee” means the corporate sponsored nominee the operation of which is governed by a discrete set of terms and conditions;“Executive Investment Service Share Plan Account” means the executive investment service share plan account the operation of which is governed by a discrete set of terms and conditions;“Fixed Fee” means the fi xed fee payable by you for the provision of the Service pursuant to these terms and conditions as set out in clause 6(a); “FCA” means the UK Financial Conduct Authority;“Global Payment Service Provider” means Citibank Europe plc, an Ireland-based and incorporated fi nancial services subsidiary company of Citigroup, Inc. with its principal offi ce located in Dublin, Ireland (together with any of its affi liates used by it) used by, Computershare in the provision of the Service;“Intermediary Bank” means any bank that is located in the country of the currency in which your Payment is denominated and is used by the Global Payment Service Provider to receive funds in such currency before being forwarded to the Benefi ciary Bank;“Payment” means:• the proceeds of sale of securities payable to you resulting from a sale

of securities arising from participation in an employee share plan or held in a Vested Share Account or Executive Investment Service Vested Share Account using a member of Computershare’s Group’s dealing service; or

• the cash payment payable to you arising from participation in an employee share plan (whether or not via a Share Plan Account) administered by a member of Computershare’s Group; or

• the dividend payable to you in respect of securities held by you other than in respect of securities held in a Corporate Sponsored Nominee or Vested Share Account or Executive Investment Service Vested Share Account; or

• the dividend payable to you in respect of securities held by you in a Corporate Sponsored Nominee or Vested Share Account or Executive Investment Service Vested Share Account; or

• the interest payable to you in respect of gilts held by you and/or the redemption monies payable to you resulting from a redemption of gilts held by you as applicable;

“Payment Date” means as defi ned in clause 2(b);“Proceeds” means monies with a value equal to the Payment less our Fixed Fee; “Recovered Amount” means as defi ned in clause 4(g);“Service” means the global direct credit service which enables you to ask us, Computershare Investor Services PLC, to arrange for the Proceeds to be paid to you via foreign currency wire payment (otherwise known as International Wire) or automated clearing house payment (otherwise known as Global Direct Credit);“Share Plan Account” means the share plan account the operation of which is governed by a discrete set of terms and conditions; “SRN” means the Shareholder Reference Number provided to you by us to enable you to access the Service;“User ID” means any User Identifi cation Number which has been provided to you by us to enable you to access the Service;

“us”, “we” or “our” means Computershare Investor Services PLC, whose registered offi ce is at The Pavilions, Bridgwater Road, Bristol BS13 8AE; “Vested Share Account” means the vested share account the operation of which is governed by a discrete set of terms and conditions;“Website” means www.computershare.com; “you” or “your” means you, the person using the Service.(b) The headings are inserted for convenience only and shall not affect the interpretation of these terms and conditions.(c) References to any statute or statutory provisions shall, unless the context requires otherwise, be construed as a reference to such statute or statutory provisions (including all instruments, orders or regulations made under it or deriving from it) as may be in force from time to time.(d) The words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.

2. Your Instruction (a) Provided (save in respect of a Payment which constitutes either proceeds of sale of securities or a cash payment payable to you arising from participation in an employee share plan) that the value of your Payment is in excess of ten pounds sterling or equivalent, you may instruct us to arrange for the Proceeds to be paid to you via foreign currency wire payment or automated clearing house payment by completing the Application Form and sending it to us by post to our address the details of which are set out in clause 8 below.(b) If you wish to use this Service in respect of a Payment which constitutes a dividend payable to you, interest payable to you in respect of gilts held by you or the redemption monies payable to you resulting from a redemption of gilts held by you, we must receive your valid instruction at least fi fteen Business Days prior to the date upon which such Payment is due for your instruction to be processed in respect of that Payment (“Payment Date” for the purposes of this clause 2(b)). Should we fail to receive a valid instruction by 17:00 (UK time) on the fi fteenth Business Day prior to the Payment Date we will use reasonable endeavours to process your instruction in respect of the Payment in question but we do not accept any responsibility for any loss you may incur as a result of not processing such instruction.(c) Clauses 5(b) to (d) below set out when we are entitled to refuse to act on your instruction. (d) Details of how and when the Proceeds will be available and subsequently be sent to you are set out in clauses 3 and 4. Details of our Fixed Fee and how and when it will be deducted are set out in clause 6.(e) You must ensure that you have given us the correct details of a bank account in your name that can receive the Proceeds in the relevant currency.(f) You must not give instructions to pay Proceeds into a bank account in the name of anyone other than you. (g) Please note that any currency election which you have made to a company responsible for paying a dividend to you will take precedence and shall prevail over any instruction submitted by you pursuant to the Service in respect of such Payment.

3. How and when will the Proceeds be available(a) If we accept your instruction we will, on the basis of your instruction, enter into a transaction with the Global Payment Service Provider for it to send the Proceeds to you via foreign currency wire payment or automated clearing house payment. In return we promise to pay an amount equal to the Payment less our Fixed Fee (deducted pursuant to clauses 6(a) and 6(c)) to the Global Payment Service Provider. Although we may enter into this transaction before your Payment is received by us or another member of Computershare’s Group on your behalf (for example in respect of a Payment which constitutes proceeds of sale of securities) we reserve the right not to do so until we are in receipt of such Payment in cleared funds.(b) When we enter into the transaction with the Global Payment Service Provider we do so in our own capacity and not on your behalf. As a result, we (rather than you) will contract with the Global Payment Service Provider and will promise to pay an amount equal to your Payment less our Fixed Fee (deducted pursuant to clauses 6(a) and 6(c)) to the Global Payment Service Provider. You will have no contractual relationship with the Global Payment Service Provider. The Global Payment Service Provider will owe the Proceeds to us - only paying them to you on our behalf - and does not assume any responsibility to you for payment of the Proceeds or otherwise. It is our responsibility under the Service to ask the Global Payment Service Provider to pay the Proceeds to you.(c) In return for us entering into this transaction with the Global Payment Service Provider you agree to immediately pay to us an amount equal to your Payment (i.e. the amount we are required to pay the Global Service Provider under the transaction plus our Fixed Fee (deducted pursuant to clauses 6(a) and 6(c)). You agree that we may apply your Payment in payment of the amount you owe us and that such application of your Payment will discharge all duties and obligations which the relevant member of Computershare’s Group (or other third party, as applicable) owes to you in respect of the Payment (for example, which we or another member of Computershare’s Group owes to you resulting from a sale of securities arising from participating in an employee share plan using our or its dealing service, as applicable). (d)Where your Payment constitutes either the proceeds of sale of securities or a dividend payable to you in respect of securities held by you in a Corporate Sponsored Nominee, Vested Share Account, Executive Investment Service Vested Share Account or Share Plan Account, as soon as you owe us money pursuant to clause 3(c) above, those proceeds of sale or that dividend will no longer constitute client monies (or such local equivalent as is applicable to the relevant member of Computershare’s Group) and consequently will not be held in a designated client monies account in accordance with the FCA rules (or local equivalent).(e) Please note that the Global Payment Service Provider will neither treat amounts paid to it by us as client money nor as a bank deposit and will not pay interest on any such money. (f) The Global Payment Service Provider will send your Proceeds to your bank account in accordance with and on the basis set out in clause 4 below. (g) We shall take reasonable care in the selection of, and the enforcement of our contract with, the Global Payment Service Provider. However, we do

not otherwise accept responsibility for losses or expenses suffered or incurred by you as a result of any acts by or omissions of the Global Payment Service Provider including any failure by it to remit the Proceeds to the account specifi ed by you.

4. How and when will the Proceeds be sent to you(a) The Global Payment Service Provider has promised to us that it will send the Proceeds via a foreign currency wire payment to your bank account the details of which are held on our records. The Global Payment Services Provider does this in order to satisfy its promise to us to pay the Proceeds to us or such account as we may instruct and to pay (on our behalf and on our instruction) the Proceeds to you in performance of our promise to you under these terms and conditions. (b) Please note that we do not guarantee credit to you of the Proceeds on any given date, as the fi nal credit of the Proceeds to you is not under the control of either Computershare or the Global Payment Service Provider. The Global Payment Service Provider has undertaken to us that it will ensure that the amount of the Proceeds is placed into the clearing system by a given date. The Global Payment Service Provider may also be subject to additional obligations to us under general law.(c) Not all countries have electronic clearing. In this case the processing centre of the country of currency may issue a cheque or manager’s draft and hand deliver it to your Benefi ciary Bank for fi nal credit to you.(d) A payment may be delayed or rejected before it reaches you if you provide incomplete or invalid payment details.(e) If a payment is rejected before it reaches you or the Proceeds cannot be sent to your chosen account for reasons outside the reasonable control of Computershare (including, for example, where you provide incomplete or invalid payment details or the bank account the details of which you have provided cannot receive and hold monies in the currency in which your Payment is denominated), we will make reasonable efforts to recover the Proceeds. We may charge reasonable fees for such recovery together with any associated expenses which we may reasonably incur when doing so. We reserve the right to issue your payment in respect of any recovered Proceeds in the form of a cheque (denominated in the currency in which your Payment is denominated) to you to your address as it appears on our records. Any other related costs will be solely your responsibility. (f) Should the Global Payment Service Provider incur problems in sending the payment to your account and send the Proceeds to Computershare, we will hold those Proceeds in a non-interest bearing bank account until we are able to make payment to you. The account will be a non-designated segregated bank account held by Computershare for the benefi t of users of the Service, meaning that such monies will be segregated from Computershare’s own funds and will not be available to Computershare for use in the ordinary course of our business. These arrangements are designed to provide you with appropriate protection in the unlikely event of our insolvency, but money within this account originating from a Payment constituting either the proceeds of sale of securities or a dividend payable to you in respect of securities held by you in a Corporate Sponsored Nominee, Vested Share Account, Executive Investment Service Vested Share Account or Share Plan Account, will not be client money for the purposes of the FCA rules. (g) In the event that the Global Payment Service Provider becomes insolvent and consequently is unable to pay the Proceeds to your bank account after its receipt of an amount equal to the Payment (less our Fixed Fee) and subject to you being responsible for all costs, charges and expenses reasonably and properly incurred by Computershare as a consequence of any actions taken, Computershare will take reasonable steps to recover such amounts as are reasonably recoverable from the Global Payment Service Provider in respect of such Payment (less our Fixed Fee) or Proceeds (the “Recovered Amount”). If Computershare receives a Recovered Amount, we reserve the right to deduct our reasonable costs, charges and expenses of recovering the Recovered Amount before paying, or arranging for the payment of, a sum equal to the remaining sum to you. We may receive from the Global Payment Service Provider a single amount relating to you and other users of the Service. In this event, you agree that we may allocate and apportion such amount, and our reasonable costs of recovery, as between you and the other users in such manner as we may reasonably determine.

5. Acknowledgements and Rejections(a) We will not acknowledge receipt of your instruction.(b) If you are sending an instruction under a power of attorney you should indicate this fact and enclose the original power of attorney or a copy certifi ed by a solicitor or public notary, which will be inspected and returned to you. Failure to provide the required documentation will render your instruction invalid. (c) We reserve the right not to accept and consequently not to act upon any particular instruction from you if:• we have not received your Payment; or • we reasonably consider that we need to obtain further information

from you or to comply with any legal or regulatory requirement binding on us (including the obtaining of evidence of identity to comply with money laundering regulations); or

• we reasonably consider that we need to investigate any concerns we may have about the validity of or any other matter relating to your instruction; or

• you have instructed us to pay, or arrange for the payment of, the Proceeds into a bank account in the name of someone other than you.

Where permitted by law and regulation, we will notify you in writing as soon as reasonably practicable if we decide not to accept a particular instruction. You agree that we will have no liability to you for any loss you may suffer by virtue of our refusal to accept your instruction.(d) The Global Payment Service Provider may delay, refuse or be unable to execute payments to your specifi ed account due to sanctions or other legal requirements affecting the currency in which your Payment is denominated. In this case, any existing instruction will be rejected and we will notify you of that rejection without undue delay so that you can amend your instructions accordingly.

Computershare Investor Services PLC is registered in England & Wales, Company No. 3498808, Registered Offi ce: The Pavilions, Bridgwater Road, Bristol BS13 8AEVersion: July 2018

Page 21: Key information about this Service Documents/VSA Ts...“Market Maker” means the broker-dealer firm which buys Securities and makes Securities available to purchase at published

12GZVA D07

(d) We reserve the right not to accept instructions which are not given on the Application Form, or which have not been properly completed or are unclear. Any Application Form which we reject will be returned to you by post.

6. The Costs(a) Subject to clause 6(b) below, you will be charged a fi xed fee as specifi ed on your Application Form for each foreign wire payment or automated clearing house payment executed as a result of your instruction. (b) Please note that our Fixed Fee will be deducted from your Payment in accordance with clause 6(a) even if a payment is rejected before it reaches you or the Proceeds cannot be transferred to your chosen account for reasons outside of the control of Computershare including, for example, where you provide incomplete or invalid payment details or the bank account the details of which you have provided cannot receive and hold monies in the currency in which your Payment is denominated. (c) We will deduct our Fixed Fee from your Payment before your Proceeds are paid to you. (d) Our Fixed Fee may change from time to time. We will notify you in advance of any change(s) to our Fixed Fee, which will only apply to instructions received after notifi cation of such change(s). (e) Please note that in addition to our Fixed Fee your Benefi ciary Bank, or any Intermediary Bank, may apply transaction charges, fees and other costs depending upon the specifi c currencies, banks and bank accounts involved. You should check with your Benefi ciary Bank whether such transactions charges, fees or other costs will be applied and if so whether you are responsible for the payment of them. We are not responsible for the payment of these charges, fees or other costs. (f) If we carry out any other services or provide you with any other information which is not mentioned in these terms and conditions, then we may write and ask you to pay us a charge for that service or information. (g) No UK Value Added Tax is currently payable in respect of our Fixed Fee. Should the UK Value Added Tax rules change in future, such tax may be applied and deducted from your Payment without prior notice.

7. Liability(a) Save to the extent expressly stated to the contrary in these terms and conditions, we will take reasonable care in operating the Service and will be responsible to you for any losses or expenses suffered or incurred by you which are a foreseeable consequence of our breach of these terms and conditions, negligence, wilful default or fraud. (b) We do not accept liability for any losses or expenses suffered or incurred by you which are not a foreseeable consequence of our breach of these terms and conditions, negligence or wilful default.(c) We do not accept liability for any losses or expenses suffered or incurred by you which do not arise as a result of our breach of these terms and conditions, negligence, wilful default or fraud.(d) We shall not be responsible for losses that result from our failure to comply with these terms and conditions which fall into the following categories:● loss of income or revenue;● loss of business;● loss of profi t arising in the course of business;● loss of opportunity; ● loss of goodwill;● loss of anticipated savings;● loss of data; or ● any waste of time.(e) Nothing in these terms and conditions excludes or limits in any way our liability for:● death or personal injury caused by our negligence; or● fraud or fraudulent misrepresentation; or● section 2 of the Supply of Goods and Services Act 1982; or● any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.(f) 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.(g) We do not accept any responsibility for any losses or expenses suffered or incurred by you as a result of any acts or omissions or the insolvency of:● your Benefi ciary Bank; ● any Intermediary Bank; or● the Global Payment Service Provider (including any failure by it to remit the Proceeds to the account specifi ed by you but without affecting our responsibilities to you under clauses 3(g) and 4(g) above). (h) If you are in any doubt as to whether an instruction has been received or carried out you should telephone us immediately using our helpline (the operating hours and details of which are set out in clause 8 below).(i) We shall not be responsible for delays or failure to perform any of our obligations due to acts beyond our reasonable control. Such acts shall include, but not be limited to, market conditions, the suspension of trading by any exchange or clearing house, acts of God, strikes, lockout, riots, acts of war, terrorist acts, epidemics, pandemics, governmental regulations superimposed after the fact including the imposition of exchange controls, sanctions and embargos, communication line failures or malfunctions, power failure, earthquakes or other disasters.(j) Any documents/instructions/cheques/Proceeds sent by you, or to you, are sent entirely at your own risk. We do not accept liability prior to receipt by us of any documents or instructions or after despatch by us of any document to you or (subject to our responsibilities to you under clause 3(g)) payment to the Global Payment Service Provider. (k) You must contact us immediately if you suspect that any of your Security Details have been disclosed to, or obtained by, a third party and that their integrity is threatened. Until such notifi cation is received by us, we will assume that any instructions received in accordance with these terms and conditions which have been authenticated by your SRN will be genuine and are valid instructions from you and we will act accordingly. You will be liable for all such transactions. 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 these terms and conditions.

(l) We are not liable for forged or fraudulent instructions.(m) These terms and conditions and your Application Form constitute the entire agreement between the parties concerning the Service and may not be amended, modifi ed or supplemented orally. Any amendment or modifi cation to the terms and conditions shall become effective solely in accordance with the terms of these terms and conditions. (n) Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in these terms and conditions.

8. Contacting each other(a) All notices and other communications must be in English. Our contact details can be found at the top of the Application Form. If you contact us by telephone, our operating hours are 08:30 to 17:30 UK time on Business Days. For purposes of security and service quality, you authorise us to record and/or monitor to the maximum permitted by applicable law, all telephone calls made by you to us and from us to you. For the avoidance of doubt, we are entitled to produce any recording we make in any court or arbitration proceeding as evidence of such conversation.(b) If you are resident in the UK, we will send all documents to your address as it appears in our records by domestic post. If you are resident outside the UK, we will send all documents to your address as it appears on our records by international post. We will send all email responses to your email address as it appears on our records. (c) Computershare Investor Services PLC provides its contractual terms in English and will only communicate with you in English during the provision of the Service. Any translation of these terms and conditions into any language other than English should be treated as being for information only, these terms and conditions in English shall be the sole operative terms and conditions governing the operation of the Service.

9. General(a) The decision to have the Proceeds sent to you via foreign currency wire payment or automated clearing house payment is solely your responsibility.(b) We are entitled to deduct our Fixed Fee from your Payment before your Proceeds are paid to you.(c) Where your Payment constitutes proceeds of sale of securities you may not cancel or amend any instructions to have the Proceeds sent to you via foreign currency wire payment or automated clearing house payment received by us after the date of the trade of such securities. You may, however, cancel any such instructions received by us prior to such trade being placed. Where your Payment constitutes a cash payment payable to you arising from participation in an employee share plan, then once you have instructed us to have the Proceeds sent to you via foreign currency wire payment or automated clearing house payment you may not cancel or amend those instructions. Where your Payment constitutes a dividend payable to you, interest payable to you in respect of gilts held by you or the redemption monies payable to you resulting from a redemption of gilts held by you, you may not cancel or amend any instructions after 17:00 (UK time) on the fi fteenth Business Day prior to the date upon which such Payment is due (“Payment Date” for the purposes of this clause 9(c)). You may, however, cancel any such instructions received by us prior to that cut off time.(d) We may employ agents on such terms as we deem fi t and can delegate any function or responsibilities that we may have under these terms and conditions. We will take reasonable care to satisfy ourselves that any person to whom we delegate any functions or responsibilities is competent to carry out those functions or responsibilities.(e) When you instruct us to arrange for the sending of the Proceeds to you via foreign currency wire payment or automated clearing house payment in accordance with the Service, you give us your authority to sign, complete and deliver any document and to do anything else we think necessary to give effect to your instruction. This does not affect the nature of the contractual relationships between you and Computershare, and Computershare and the Global Payment Service Provider, as described in clause 3(b). (f) We will not do anything which in our reasonable opinion would or might break any relevant laws, rules, regulations or codes or risk exposing us to criticism for behaving improperly or not acting in accordance with good market practice.(g) We reserve the right to change these terms and conditions from time to time provided that if such change would be materially detrimental to you, we will give you not less than twenty Business Days’ written notice before such change becomes effective.(h) These terms and conditions are governed by and shall be construed in accordance with the law of England and Wales. Computershare Investor Services PLC has applied the same laws in its marketing of, and arrangements for you to use, the Service.(i) We may choose to suspend or withdraw the Service at any time due to developments in legislation, in the event that changes in the banking system impact upon the Service or the Global Service Provider refuses (in accordance with its contract with us) to continue to support the Service or should it materialise that you are not eligible or permitted to participate as envisaged by us by local legislation and/or regulation without giving you any notice that the Service is no longer available. To the extent permitted by law and regulation, and the Global Payment Service Provider in accordance with its contract with us, any instructions that we have accepted prior to the Service being withdrawn will be completed.(j) In the event that the currency in which your Payment is denominated is suspended, we reserve the right at our sole discretion to contact you to obtain your instructions.(k) We, the Global Payment Service Provider and our agents 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 confl ict with its duty to persons using the Service. We manage those confl icts 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 confl ict of interest may arise. In accordance with our regulatory responsibility on this matter we operate a documented policy that details

our obligations if such events arise. Full details are available upon written request to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ.(l) By submitting your instruction you confi rm that any assets (including, for the avoidance of doubt, securities and/or money) which we (or another member of Computershare’s Group) hold on your behalf may be used as security for the debt which we incur to the Global Payment Service Provider and our Fixed Fees. As such, we have the right to sell or otherwise dispose of any assets which we may hold on your behalf at whatever price and in whatever manner we see fi t at our absolute discretion (without being responsible for any loss or diminution in price) to obtain reibursement of such debt and/or our Fixed Fee on giving you seven days’ written notice of our intention to do so.(m) The parties to this agreement are you and us (the “parties”). Except as expressly provided in clauses 3(c) and 3(d), the parties do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.(n) In the event that any part of these terms and conditions is not legally enforceable, the remaining terms and conditions shall not be affected and shall remain valid and enforceable.

10. Data Protection NoticeTo provide the Service to you we need to use your personal information. We will make sure your personal information is adequately protected, however we use it. For full details about how we use your personal information please see our Privacy Policy. Our Privacy Policy is available on our website, or you can get a copy by writing to us at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom. The Privacy Policy also explains your rights in relation to your personal information and how you can exercise them.

11. ComplaintsWe have a procedure to help us resolve all complaints from our customers effectively. If you have any complaints about the service provided to you or wish to receive a copy of our complaints procedure please write to us at Computershare Investor Services PLC, Shareholder Relations, The Pavilions, Bridgwater Road, Bristol BS13 8AE.

12. Confi rmations, Consents and UndertakingsBy submitting your Application Form you will be deemed to have given the following confi rmations, consents and undertakings to Computershare:(a) you are 18 years of age or older;(b) you have read and understood these terms and conditions and you agree to be bound by them;(c) you have complied with all applicable legal requirements necessary for you to lawfully make use of the Service; (d) you agree to use the Service only for lawful purposes;(e) where your Payment constitutes either the proceeds of sale of securities or a dividend payable to you in respect of share held by you in a Corporate Sponsored Nominee, Vested Share Account, Executive Investment Service Vested Share Account or Share Plan Account, you agree that upon such monies becoming due and payable to us for our own account as outlined in clause 3(b) they will no longer constitute client monies (or such local equivalent as is applicable to the relevant member of Computershare’s Group) and consequently will not be held in a designated client monies account in accordance with the FCA rules (or local equivalent);(f) you agree that you are solely responsible for the accuracy of any and all information and instructions that you provide to Computershare in the context of the provision of the Service (including details of your bank account) and for any and all actions which are carried out in reliance upon such information. You acknowledge that we rely upon the payment information you provide and that we cannot be liable for errors or omissions in such information. You are responsible for reimbursing us when invoiced for any losses, liabilities or expenses which we suffer or incur because of such error or omission; and(g) you will be responsible for 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 from:• the lawful and proper carrying out of our obligations to you; or• as a result of acting on instructions we receive from you or which

are given on your behalf; or• your failure to comply with your obligations under these terms and

conditions and/or applicable law. Notwithstanding this paragraph, you will not be liable in respect of losses or claims which have resulted from:• our (or our offi cers, employees, agents or subcontractors) fraud,

negligence or wilful default; or• a breach by us of these terms and conditions; or• in circumstances where we are prohibited from receiving an

indemnity pursuant to applicable laws or regulations, but only to the extent of such prohibition.

Your responsibility for any and all such loss or liability will survive the termination of these terms and conditions.

Computershare Investor Services PLC is registered in England & Wales, Company No. 3498808, Registered Offi ce: The Pavilions, Bridgwater Road, Bristol BS13 8AE