Goodbody Online - 22 November 2013

Goodbody WebAccess - 22 November 2013

Terms and Conditions of Service

Introduction
Access to and use of Goodbody Stockbrokers' Website(hereinafter referred to as "Website") is provided subject to the Terms and Conditions of Service set out below.

IT IS IMPORTANT THAT YOU READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY.

By accessing and using our Website, you will be deemed to have read and accepted the
Terms and Conditions of Service.

Section1: General

Section 2: Electronic Services

Appendix A: Terms and Conditions
Appendix B: Goodbody Online Charges

The Terms and Conditions of Service include Appendices A and B,and together with the Risk Disclosure Document, Information on the Retail Order Execution Policy, Disclosures/Use of Information Notice and Application Form will constitute the agreement between you and Goodbody Stockbrokers relating to the Goodbody Online Execution Only Service.

Goodbody Online is an execution only dealing service, provided by Goodbody Stockbrokers, for clients who wish to place instructions online. We draw your attention to the fact that the Goodbody Online Execution Only service is restricted to certain securities listed on the Irish, UK, US and certain European exchanges. Further details are available on request. We reserve the right to limit our online service by dealing only in certain stocks or categories of stocks and to change the stocks or categories of stocks in which we are prepared to deal, without notice to you.

Section 1: General

Legal Issues

Governing Laws

Information contained within this Website is provided in accordance with and subject to the laws of the Republic of Ireland. Those laws govern the conduct and operation of this Website. The courts of the Republic of Ireland have exclusive jurisdiction over all claims or disputes arising in relation to, out of, or in connection with this Website, the information contained within and its use.

Distribution / Use of this Website

This Website is not intended for distribution to, or use by, any person in any country where such distribution or use would be contrary to local law or regulation. None of the services or investments referred to in this Website are available to persons resident in any country where the provisions of such services or investments would be contrary to local law or regulation.

Copyright Laws

The information contained in and the content of the pages of this Website is copyright to Goodbody Stockbrokers and its relevant content providers and may not be copied, transmitted, converted, transcribed or reproduced without the prior written consent of Goodbody Stockbrokers

About Advice

None of the information contained within this Website should be taken as an offer or solicitation of investment advice or encourage the purchase or sale of any particular security or investment. It is provided for information purposes only.

Nothing on this Website constitutes investment, legal, accounting or taxation advice, or a representation that any investment or strategy is suitable or appropriate to your individual circumstances, or otherwise constitutes a personal recommendation to you.

The use of the Website is at the user's sole risk. Not all recommendations are necessarily suitable for all investors and an investment policy must be tailored to suit the circumstances of the individual. Consequently, we recommend users consult their professional adviser before acting on any information available on this Website.

The value of any investments may fall as well as rise and you may not recover the full amount originally invested. Past performance or simulated performance is no guarantee of future investment returns. Prices displayed are indicative prices only and may not therefore be real time prices for the purpose of buying/selling securities or making any other investment decision.

The value of your investment may be subject to exchange rate fluctuations which may have a positive or adverse effect on the price or income or the securities.

Goodbody Stockbrokers and its content providers makes no representation or warranty of any kind with respect to the products described, analysis or information obtained arising from use of the pages on this Website. Information provided is obtained from sources deemed to be reliable, is provided solely on a best efforts basis for your convenience and Goodbody Stockbrokers and its content providers do not guarantee the completeness or accuracy of such information. Goodbody Stockbrokers and its content providers does not accept any liability for any loss or damage arising out of negligence or otherwise as a result of use or reliance on this information, whether authorised or not.

Communication

Communications will be sent to you at the address specified by you in the account application (or at such other address as you may specify in writing). All communications sent, whether by mail, electronic data communications, fax or otherwise, shall be considered delivered to you, whether actually received or not, if we do not receive notice of non-receipt.

Information Modification and/or Termination

The information provided in this Website is subject to change without notice and is continuously updated. Goodbody Stockbrokers reserves the right in its sole discretion to cancel, terminate, or suspend this Website, or any information contained within, at any time and without prior notice.

Positions in Shares

Goodbody Stockbrokers, its associated companies, directors, officers and employees may own or have positions in any securities mentioned within the pages of this Website and may from time to time deal in such securities.

For US Persons Only

This Website is only intended for use in the United States by Major Institutional Investors. A Major Institutional Investor is defined under Rule 15a-6 of the Securities Exchange Act 1934 as amended and interpreted by the SEC from time-to-time as having total assets in its own account or under management in excess of $100 million.

For US Persons and Persons outside the EEA (European Economic Area)

In certain jurisdictions, investment firms are not permitted to provide certain services without authorisation from a local regulator. You should not access the information in this Website from outside the EEA or within the US unless you first inform yourself about regulatory requirements in your jurisdiction and you are satisfied that no specific authorisation is required in y our jurisdiction.

Links

This Website may provide hypertext links to sites which are not operated, controlled or maintained by Goodbody Stockbrokers. We do not accept responsibility for the content of any of these Websites or for any loss or damage arising either directly or indirectly as a consequence of you accessing them.

Updates to Terms and Conditions of Service

We reserve the right to amend our Terms and Conditions of Service from time to time. Details of the current Terms and Conditions of Service will be available on our Website. By using the services and information on this Website, it is your responsibility to read and accept the Terms and Conditions of Service in place at time of use.

Privacy and Cookies Statement

Our Privacy and Cookies Statement is available on our Website and it is your responsibility to read the Privacy and Cookies Statement. By accessing our Website you are consenting to the Privacy and Cookies Statement in place at time of use.

Section 2: Electronic Services

Online Security and Privacy

In accessing the pages of our Website the user accepts that the electronic mail and other transmissions passing over the Internet may not be free from interference by outside third parties and may not remain confidential. As a consequence Goodbody Stockbrokers cannot guarantee the privacy or confidentiality of any information relating to the user passing over the Internet.

Goodbody Stockbrokers and its content providers assume no responsibility in relation to the safe keeping and privacy of electronic media once downloaded from, or accessed on, the Website. The Website allows access to electronic media (e.g. confidential documents in pdf format) which once accessed will open in separate windows, be stored on your device and will not time out. It is your responsibility to view the content in a safe and private place, to close the windows when finished and to ensure all downloaded electronic content is stored in a secure location.

Goodbody Stockbrokers assumes no liability where a user of this Website deviates from accepted best online secure computing practices. Best secure practices include but are not limited to ensuring: Personal privacy is maintained whilst accessing the Website (i.e. be very conscious of your surroundings and consider your privacy at all times); Computing devices are not left unattended or unprotected; Website access is logged off, all open content windows are closed and all downloaded content is safely stored when interaction on the Website is complete or when left unattended; Website is only accessed via known secure mediums (e.g. unencrypted WiFi hotspot would not be deemed secure); Adequate malware protection is maintained; Device operating systems are maintained and patched in line with recommended and supported releases; Hardware is maintained and patched in line with recommended and supported releases; Website is only accessed using supported browsers and browser versions as recommended on our Website; Account information is never shared or disclosed; Passwords are suitably complex and changed regularly; Security questions are private to you and kept secret; etc. It is your responsibility to ensure you access the Website in a suitably private place, over a secure medium, on a secure device, using recommended browsers and browsers versions and using well maintained account information.

Logon Details

By using our online services, you acknowledge and accept that instructions transmitted via the online system will be deemed to have originated from you, if your logon details have been used in the logon process. Your logon details should not be disclosed.

It is your responsibility to ensure that your login details remain confidential to you the user and you should never, under any circumstances, disclose them to anybody. You should not write down your password or store it on any device which others may have access to. Goodbody Stockbrokers will not be legally responsible for any unauthorised use of your logon details resulting from negligence or fraud on your part.

You may change your password at any time by using the facility on our Website.

Account Suspension and/or Termination

Goodbody Stockbrokers reserves the right without prior notice to you, to cancel, terminate or suspend any account registered within this Website.

We may conduct a review of online activity and reserve the right without prior notice to you, to expire the logon details of any account which is inactive.

Operating Malfunctions & Other Events

Due to its nature, the risks arising from use of the internet environment are higher than may otherwise arise. By using this service you acknowledge and accept the increased risk of technical malfunctions, communication failures, the loss of security and privacy which can arise from using the internet environment.

Goodbody Stockbrokers and its content providers assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communication line failure, power supply failure, destruction or unauthorised electronic access by a third party to, or alteration of entries posted to this Website.

Goodbody Stockbrokers will not be liable for losses caused directly or indirectly by government restrictions, exchange or market rulings, wars, strikes or other conditions beyond our control.

Goodbody Stockbrokers is not responsible for any problem or technical malfunction of any telephone network or on-line system, server or provider, computer equipment, software, failure of e-mail on account of technical problems or traffic congestion on the Internet, or any combination thereof, including injury or damage to visitors, or any other person's computer related to, or resulting from access to, or downloading material from this Website.

Goodbody Stockbrokers accepts no liability for any infection by computer virus, bug, tampering, unauthorised intervention, fraud, technical failure, or any other cause beyond the control of Goodbody Stockbrokers, which corrupts or affects the administration, security, fairness, integrity, or proper conduct of any aspect of this Website.

For the avoidance of doubt, we do not accept responsibility for any losses arising from delays or non-receipt of orders by Goodbody Stockbrokers. It is your responsibility to contact Goodbody Online immediately, when you observe that an order has not been executed or rejected within a reasonable timeframe.

Goodbody Online Trading and Valuations

Hours of Telephone Support and Execution Services

Details of the opening hours of the Goodbody Online Telephone Support Service and the Goodbody Online Execution Service are available in the Frequently Asked Questions Section of our Website. It is your responsibility to read these..

Online Charges

Details of Goodbody Online charges are available on our Website or on request from Goodbody Online

Pledging of Securities

The securities held in your Goodbody Online account may not be pledged as security to any third party

Funds

Any uninvested funds are held in a non-interest bearing online trading account.

Online Trades

Orders may be placed by telephone in the event that you are unable to send them via the electronic online service. You may place an at best or a limit order.

Confirmation

Orders placed electronically by you through our Goodbody Online dealing service do not require verbal confirmation.

Placing an Order - Funds Available

It is only possible to place an order up to a stated percentage (%) of your available funds. All calculations provided at the time of placing your order are based on an indicative price only, except where a firm quote is supplied. Further details of this stated % are available in the Frequently Asked Questions section of our Website.

You should note that when you place an "at best" purchase order that it is possible to spend in excess of the funds in your account. You will be liable to pay any outstanding monies arising from sucha transaction to Goodbody Stockbrokers.

Suitability of Investment

You acknowledge and agree that your orders are not reviewed by Goodbody Stockbrokers prior to their execution and that you are fully responsible for determining the suitability of your orders and your investment decisions.

Discretion to Execute

Orders to purchase or sell securities over the Website are accepted by Goodbody Stockbrokers for execution at its sole discretion. Any obligations we may have in terms of timely execution will only apply when Goodbody Stockbrokers has captured your order for execution.

Timely Execution

The execution time of any order placed may be at a later time than that at which the order is input into the Website. While Goodbody Stockbrokers will use reasonable endeavours to try to execute any order which it accepts as soon as possible, it cannot be held liable for any delays.

Large Orders

Certain transactions may be of a size that we may be unable or unwilling to execute the transaction immediately. In these circumstances you should contact us. We may process your order but we are not obliged to do so. Orders of this nature may incur higher commission than our standard online share dealing charges.

Reasons for Delay

The fact that you input an order to purchase or sell securities into Goodbody Stockbrokers' Website is not a guarantee that the said securities will be bought or sold. You are hereby advised that Goodbody Stockbrokers may not be able to execute an order on your behalf for some considerable time due to prevailing market conditions (high volatility/high trading volumes or otherwise), the illiquid nature of certain stocks at various stages, delays in order transmissions and or other circumstances beyond the reasonable control of Goodbody Stockbrokers. There may be a significant difference between the indicative price quoted at the time of placing your order and the price at which your order is executed where a firm quote is not supplied.

Transaction Postings

Goodbody Stockbrokers do not accept responsibility for any errors arising from delays or erroneous postings of transactions to your account where there is a genuine mistake which is or should be reasonably obvious to you the end client. Notwithstanding the fact that such delays or errors may occur, it is your responsibility to ensure that:

  1. when you place an instruction to sell stock you have sufficient stock in hand to enable you to settle the transaction. If you fail to do so we reserve the right to repurchase the shares on your behalf without being responsible for any losses or diminution in value. The cost of the repurchase together with normal commission charges will be applied to your account.
  2. when placing an order to purchase stock you have sufficient funds in your account with us to pay for the purchase and to discharge any liabilities already due to us or which may become due to us as a result of previous transactions.

Furthermore, if the transaction is carried out we reserve the right to sell the stock and to charge your account with any losses including associated costs.

You should contact us immediately if you identify any item on our Website or on your Goodbody Online account, which you believe may be incorrect.

Rejecting & Cancelling Orders

You agree that Goodbody Stockbrokers reserves the right to reject or cancel any order, which you may have placed, for any or no reason and without prior notice to you.

Third Party Executions

Goodbody Stockbrokers will take all reasonable steps to make sure that your instructions are passed completely, accurately and unaltered to any third party or broker as requested. Goodbody Stockbrokers accepts no liability for any errors or losses resulting directly or indirectly from the omissions of that broker.

Online Valuations - Portfolio Holdings

When preparing your Portfolio Holdings, Goodbody Stockbrokers use the following approach:

Your Portfolio Holdings is valued in the indicated base currency. This may include a combination of holdings and cash in the base currency and foreign currencies. Your Portfolio Holdings will value all assets in the indicated base currency including cash positions that are not in the base currency. We will use reasonable endeavours to use foreign exchange rates in your Portfolio Holdings, based on rates available from close of business the previous day.

We value exchange-traded equities and investment trusts using the prices provided to us by a third party data vendor. We will use reasonable endeavours to provide valuations based on closing prices from the previous day with the exception of securities which have a full listing on the UK main market, these are valued based on approximately fifteen minute delayed prices. The prices we receive generally comprise the mid-price (derived from the bid and ask/offer prices), the bid or the last traded price for that instrument on the relevant stock exchange.

We price fixed interest securities exclusive of accrued interest in your Portfolio Holdings. To obtain the amount of accrued interest due please contact us. Where you have purchased fixed interest securities through Goodbody Stockbrokers, the "book cost" will be derived from the purchase price you paid to us which will include any accrued interest due.

Please contact us for the basis on which we may value any other investments in your Portfolio Holdings.

We obtain many of the prices that we use in preparing your Portfolio Holdings from external data providers or fund administrators on whom we are reliant for the accuracy of the information. We cannot be responsible for any errors contained in information we source externally. If you decide to sell your holdings you may receive more or less than the value shown. You may incur early encashment fees for market value adjustments on the sale of unitised investments.

The valuation of your Portfolio Holdings may be derived from sources, which are subject to time delay and accordingly we do not warrant that such valuations are up to date and accurate at all times. As Goodbody Stockbrokers cannot guarantee the accuracy of such data, we will not be held liable for any losses incurred by your use of it.

Where you have purchased investments through Goodbody Stockbrokers, the "book cost" for any investment will be derived from the purchase price you paid to us. Where you have purchased investments elsewhere and subsequently transferred them to Goodbody Stockbrokers, or requested us to include them in your Portfolio Holdings, we are reliant on you to provide us with an accurate amount for the book cost. Goodbody Stockbrokers take no responsibility whatsoever for the determination of this cost.

The unrealised profit/loss figure is calculated using the average book cost of the holding after aggregating all acquisitions and disposals. This figure is a guide only and should not be used for taxation purposes.

You may have asked us to include securities that you hold in your own name in your Portfolio Holdings. If so, by including them as an accommodation for you, Goodbody Stockbrokers is not representing that they are due to you or that we hold them as part of our nominee service or in our safe custody for you. We will continue to include these securities in your Portfolio Holdings unless you advise us to increase, reduce or delete them following any purchase, sale, corporate action, encashment or surrender.

In certain circumstances, stock holdings and cash balances appearing on your Portfolio Holdings may be reversed, cancelled or reduced by Goodbody Stockbrokers and the balances must be construed accordingly.

NOTE: IN ANY INSTANCE WHERE THE GOODBODY ONLINE TERMS AND CONDITIONS OF SERVICE AS OUTLINED ABOVE CONFLICT WITH OUR TERMS AND CONDITIONS AS OUTLINED IN APPENDIX A THE TERMS AND CONDITIONS OF SERVICE OUTLINED ABOVE WILL TAKE PRECEDENCE.

Appendix A Terms and Conditions

Section 1

This section sets out the services we will provide to you.

1.1 Service

These Terms and Conditions set out the terms on which Goodbody Stockbrokers, Ballsbridge Park, Ballsbridge, Dublin 4 ("we" "us" "our") will provide an execution only service for dealing in certain non-complex financial instruments and products such as:

  1. Shares admitted to the Irish Stock Exchange (Official List), the London Stock Exchange (Official List) and other regulated stock exchanges.
  2. Money market instruments.
  3. Bonds or other forms of securitized debt (except those with embedded derivatives).
  4. Undertakings for Collective Investment in Transferable Securities (UCITS).
  5. Other non-complex financial instruments as may be determined by us from time to time.
  6. Tracker Bonds as defined in the Central Bank of Ireland's Consumer Protection Code 2012 (as amended from time to time) ("CPC").
  7. Insurance policies.
  8. Personal Retirement Savings Accounts ("PRSAs") as defined in Part X of the Pensions Act 1990.

As an Execution Only Client, you are responsible for ensuring that all investment decisions undertaken are suited to meet your investment objectives, financial position and attitude to risk and we will take no responsibility for making such assessment. You will not, therefore, benefit from the protections provided by our suitability assessment and this may mean that we will execute orders on your behalf that are not suitable for you and which we would not execute on your behalf if you were not an Execution Only Client. Holding unsuitable investment instruments may expose you to greater risk and/or losses than are acceptable to you. In providing this service we are not required to assess whether the investment decisions that you have chosen to undertake are appropriate and/or suitable for you.

Most forms of investment involve some risk as to security of capital, certainty of income or marketability. The value of your investment may go down as well as up due to the volatile nature of stock market investment and you may not recover the total amount originally invested. As an Execution Only Client you are responsible for ensuring that all investment decisions undertaken are suited to meet your investment objectives, financial position and attitude to risk. Only advice specifically requested may be provided by us and will be given in good faith and without any responsibility on our part.

The value of your investment may be subject to exchange rate fluctuations which may have a positive or adverse effect on theprice or income of the financial instruments. Past performance should not be taken as an indication or guarantee of future performance and neither should simulated performance.

1.2 Registration/Custody of Your Investments and Nominee Facilities

All financial instruments purchased through us can be registered in your name, in the name of a Nominee Company wholly owned by us or in a Nominee Company controlled by an eligible custodian or clearing house. We may hold your financial instruments with an eligible custodian which is an associated company of our firm. Our Nominee Company is operated in accordance with the requirements of the Central Bank of Ireland.

If you are using our Nominee facilities we have the following obligation towards you:

All firms carrying out investment business in the Republic of Ireland need to be authorised or exempt from authorisation by a competent authority. Goodbody Stockbrokers is authorised as a Member of the Irish Stock Exchange, the London Stock Exchange and is regulated by the Central Bank of Ireland. It is a requirement of the Central Bank of Ireland that before we provide you with Nominee facilities we notify you of the obligations which we have to you in relation to:

  1. Registration of your financial instruments and collateral if these will not be registered in your name: We will ensure that any registerable (including electronic) financial instruments are registered in the name of a Nominee Company wholly owned by us or in a Nominee Company controlled by an eligible custodian or clearing house. Our Nominee Company's sole function is to act as a Nominee Company for our clients.
  2. Claiming and receiving dividends, interest payments and other rights accruing to you: We will account to you promptly for all dividends, interest payments and other rights accruing to you and will pay these into your stockbroking account unless instructed otherwise by you. Our policy in relation to any scrip dividend being offered will be to elect for the cash alternative unless you specifically instruct us to take the share alternative.
  3. Exercising conversion and subscription rights,
  4. Dealing with take-overs, other offers or capital re-organisations. We will advise you in writing, by telephone or orally of the options available to you in respect of these events and will act on your instructions. In the event of us not being able to contact you to ascertain your instructions we will apply the default option notified by the relevant securities registration agent.
  5. Exercising voting rights;
    We will not notify you of Annual General Meetings or Extraordinary General Meetings applicable to your investments, nor will we exercise any voting rights attaching to your investments unless you specifically request us to do so.
  6. The extent of our liability in the event of a default by an eligible custodian: We do not accept any liability for any action taken by or for the default of any custodian or their nominees.

It is the policy of the firm not to provide Annual Reports relating to investments which you hold through our Nominee arrangement.

1.3 Pooling of Client Assets

Financial instruments and funds, which we hold on your behalf in a client account opened with a central bank, a qualifying money market fund, an eligible credit institution, relevant party or eligible custodian may be held in an account with other client assets. In accordance with the Central Bank of Ireland's requirements we will ensure that any such account is:

  1. Designated as a Client Account in the name of Goodbody Stockbrokers or a Nominee Company wholly owned by us or in a Nominee Company controlled by an eligible custodian or clearing house. We will obtain a written acknowledgement from the relevant institution confirming that it is designated as a Client Account and we will be responsible for issuing instructions on the account.
  2. Reconciled to our own records on a regular basis.
  3. Segregated on an accounting basis from other clients funds.

1.4 Cash Deposits

Funds and financial instruments held by us on your behalf will be dealt with strictly in accordance with the Central Bank of Ireland's requirements. The banks, with whom we deposit client funds have given us an acknowledgement that funds in a client account are not that bank's money and that it is held on trust for the client and therefore cannot be subject to a claim in respect of any money owed by Goodbody Stockbrokers to the bank. We do not accept any liability for any action taken by or for the default by any eligible credit institution.

Without prejudice and in addition to any other rights we may have at law or otherwise, we shall be entitled without notice to set off any amount from time to time owing by you under or in respect of these Terms and Conditions or any transaction or otherwise howsoever against any amount owing by us to you under or in respect of the same or against all monies at any time held to the credit of any account or accounts of yours with us (whether or not such amounts are denominated in the same currency).

Interest is not payable on funds held in an earnings, dealing, futures or options account. However we may at our discretion pay interest on certain dealing accounts. We may place on deposit with such bank or other institution and on such terms as we think fit, any funds that we may hold for you from time to time in your dealing account whether in a separate account or in a pooled client account. These deposits may be with deposit takers who are members of the same group as us. The terms under which such deposits are managed are as follows:

While the rate of interest credited to your account may be a similar rate for deposits held on the same terms with other deposit taking institutions, we will retain for our own use and benefit the difference between the interest actually earned on the client account and the rate paid to you. Funds so deposited are available to us for the purpose of settling any balance outstanding on your account/s. We are simply acting as an agent and we are not a deposit taking institution. Any transaction carried out by us under this authority shall be without liability on our part.

1.5 Statement Service

On an annual basis we will provide you with a statement detailing the assets held in your account. This statement will be sent to you by post.

1.6 Client Assets Held Outside Ireland

Goodbody Stockbrokers may from time to time place your assets with third party entities that are situated outside Ireland. The legal and regulatory regime applying to any central bank, qualifying money market fund, eligible credit institution, relevant party or eligible custodian, with whom your assets are held, may be different to that of Ireland and in the event of a default of such an institution those assets may be treated differently from the position which would apply if the assets were held in a central bank, qualifying money market fund, eligible credit institution, relevant party or eligible custodian in Ireland. By signing this agreement you hereby consent to Goodbody Stockbrokers passing your client assets to such third parties outside Ireland. By signing this agreement you hereby consent to Goodbody Stockbrokers passing your client assets to such third parties outside Ireland. Should you have concerns about the implications of passing your client assets outside Ireland, we recommend that you take independent legal advice.

1.7 Security Interest/Lien or Right of Set-off

Goodbody Stockbrokers may place your assets with third parties that may have a security interest or lien over, or right of set-off in relation to those assets.

Section 2

This section sets out the services that we will not provide.

2.1 Short Positions

We will not, under any circumstances, sell investments on your behalf which will result in you having a short position. A short position arises when a person has contracted to sell investments which he or she does not currently own, his or her plan being that, before he or she has to deliver the investments to the purchaser, he or she will be able to buy them in the market at a price lower than that currently prevailing.

2.2 Borrowing Funds for You

We will not borrow funds for you under any circumstances. However, Goodbody Pensioneer Trustees Limited may borrow funds as a Pensioneer Trustee with you or on your behalf for investment purposes in an approved Small Self-Administered Scheme. We may hold such funds pursuant to such borrowings.

2.3 Taxation

We do not provide taxation advice. It is your responsibility to seek independent professional advice regarding any taxation matter relating to your investments.

Foreign withholding tax which is applied to your income may not be recoverable.

2.4 Property Investment

In the event that you hold, acquire or dispose of any property investment which forms part of your Pension Scheme, Goodbody Stockbrokers and its associated companies will not have any obligation whatsoever to you in terms of advice, management, selection, valuation, holding or disposal of any such property investment.

2.5 Client Classification

The service which we offer under this agreement is an Execution Only Securities Dealing service. You are categorised as a Retail Financial Instruments) Regulations 2007 (as amended from time to time). For this service we are not, in any circumstances in a position to accept requests from clients to be treated under a different client categorisation.

Section 3

In this section we set out our position on the many administrative issues that may affect your account.

3.1 Aggregation of Orders

We may aggregate your order with the orders of other clients. There is a risk that on some occasions aggregation may work to your disadvantage.

3.2 Recording of Telephone Calls

Telephone calls are recorded to ensure accuracy, to help maintain quality of service and for fraud prevention purposes.

3.3 Withdrawals from Pension Schemes

Withdrawals from pension schemes, including retirement annuity contracts, are only permissible subject to Revenue requirements, which vary according to the pension scheme's legal structure. Withdrawals are only permitted based on an instruction signed by the beneficiary and where appropriate the Pensioneer Trustee and one other Trustee PROVIDED THAT no liability shall attach to Goodbody Stockbrokers acting on such instructions which it believes in good faith to have been validly given by persons who are authorised to do so.

3.4 Payments to Third Parties

Should you at any stage ask us to remit cash to a third party you will confirm this request to us in writing. We operate an upper limit on such payments, details of which are available on request. Payments of amounts exceeding this limit can only be made payable directly to the client or to the client's own bank account.

3.5 Joint Customers

Where this agreement is entered into by us with more than one person:

  1. any instruction, notice, demand, acknowledgement or request to be given by or to you under this agreement may be given by or to any one of you. We need not enquire as to the authority of that person to represent the other addressees. That person may be deemed to have given us an effective and final instruction and/or discharge in respect of any of our obligations; and
  2. your liabilities under or in connection with this agreement are joint and several; and
  3. on the death of any of you, we may treat the survivor(s) as the only person(s) entitled to your investments and to give instructions to us in connection therewith.

Where this agreement is entered into by one or more trustees you:

  1. will notify us of any changes in trustee(s) of the relevant trust; and
  2. hereby confirm that, on the basis of competent legal advice, you are all satisfied that each of you has all the necessary powers to enter this agreement.

3.6 Power of Sale over Your Investments

Your attention is drawn to the fact that we reserve the right at all times and without prior notice to you to sell or realise any investments which we are holding (or entitled to receive) on your behalf in order to meet any liabilities which you may have incurred to us and failed to discharge. You agree that all your investments held at any time by us or any custodian pursuant hereto shall be and remain a continuing security for the payment and satisfaction when due of all monies, securities and other indebtedness and liabilities of whatever nature (including, without limitation, any resulting from any commitment entered into for you, any contingent indebtedness, interest, and any of our costs and charges, whether paid or incurred in obtaining or attempting to obtain payment or satisfaction from you or in perfecting or enforcing this security, or otherwise) which may at any time be or become due or outstanding to us, from you. We may at any time take legal action to recover amounts owing to our firm which you have failed to discharge. Details of any such legal action may be communicated to you in writing, by service of proceedings or otherwise.

3.7 Instructions

Instructions may be given to us by telephone, orally or in writing. Facsimile and email instructions relating to transactions on accounts will not be acted upon unless they are in confirmation of verbal instructions. We may in good faith rely upon and you will be bound by any instructions which purport to be or originate from a person authorised on behalf of you to give such instructions.

3.8 Orders

We accept at best and limit orders. Any Irish or US limit order which we accept will be valid for seven calendar days, commencing the day the order is placed and expiring at the end of the seventh day, unless previously cancelled on your instruction. Limit orders in other stocks are valid for a period as determined by our counterparty, unless previously cancelled on your instruction, and are subject to change.

Where you place a limit order in financial instruments which are admitted to trading on a regulated market and that order is not immediately executed under prevailing market conditions, you hereby instruct us and any agent acting on our behalf not to make the order public where it is considered appropriate not to do so.

If you wish to receive an update on the status of an order this can be provided to you on request.

3.9 Part-Filled Irish Orders

Where any Irish order is part-filled, the balancing order will be placed as a new order the next day with an expiry date in line with the original order.

3.10 Certificated Stock

We reserve the right not to carry out any sale of certificated stock until we receive certificates and properly completed transfer documentation in respect of the sale. If, however we do carry out such transactions (a) we shall not be under any obligation to carry out further such transactions and (b) we reserve the right to repurchase the shares on your behalf without being responsible for any loss or diminution in value. The cost of the repurchase together with normal transaction charges will be applied to your account.

3.11 Payment for Stock

We reserve the right not to place instructions for any purchase order until (a) we receive payment in full in respect of that order and (b) we receive full payment for amounts due to us or which may become due as a result of previous transactions. If, however we do carry out such transactions we shall not be under any obligation to carry out further such transactions.

3.12 Variation to Arrangements

All correspondence, including contract notes, shall be addressed to you at the last address we have on record for you unless we receive written instructions to the contrary. You must inform us within a reasonable time of any change in your name and/or address.

These Terms and Conditions and any changes to them will remain in effect from the time you open your account until the account is closed. We may change these Terms and Conditions by sending you a written notice. If you are a Goodbody Online client details of the updated terms will be notified to you via our Website.

3.13 Charges

Our charges will be in accordance with our published rate card in effect at the time the charges are incurred. A copy of our current rate card accompanies this agreement. You will also have to pay any applicable value added tax, stamp duty or similar third party charges. Charges may change from time to time and we will notify you in advance of any such changes. We will send you a list of current charges on request. Details of any commission sharing arrangements which relate to trades conducted on your account will be available on the contract note. We may share management fees with third parties or associated companies. The fee sharing arrangement is normally calculated as a percentage of the fee charged to your account and further details are available on request.

We may receive a trail commission from third parties or associated companies relating to investments transacted with third party providers. The trail commission will be expressed as a percentage of the ongoing value of the investment. Further details relating to these arrangements are available on request.

Foreign Exchange: If we conduct a transaction for you in a foreign currency it will be necessary either (a) for you to settle with us in that currency or (b) for us to carry out a currency exchange deal. Where we receive funds from you or collect income on your behalf we will lodge them in the currency of receipt unless you do not have an account denominated in that currency and it would be unduly burdensome for us to open such an account.

In such instances we may convert the money and hold it in an alternate currency for you. Any currency exchange deals that we conduct on behalf of our clients will be transacted at a market rate available to us and will include a spread up to a maximum of 1% to cover the risk for Goodbody Stockbrokers.

Please note that you are not entitled to refunds for money paid in respect of the purchase of financial instruments and any other costs.

3.14 Conflicts of Interest

Outlined below is a summary of our Conflicts of Interest Policy. In providing investment services to retail clients, actual or potential conflicts of interest may arise between the interests of the service provider (including its employees and businesses within the same group) and the interests of its clients.

Goodbody Stockbrokers acknowledges the legal and regulatory responsibility to effectively manage actual or potential conflicts of interest which entail a risk of damage to the interests of one or more of its clients. Goodbody Stockbrokers has implemented a Conflicts of Interest Policy to manage such situations. The Policy sets out the legal and regulatory requirements:

  • to identify actual or potential conflicts;
  • to have procedures in place for managing such conflicts;
  • to keep necessary records.

It is our commitment to disclose to clients the general nature and/or source of conflicts where there is a potential risk of damage to the interests of a client and where our arrangements to manage such conflicts may not be sufficient to ensure, with reasonable confidence, that the client will not be disadvantaged. The Policy is underpinned by procedures designed to manage conflicts of interest that could arise. This includes procedures:

  1. for internal information barriers to prevent or control exchange of confidential information that may harm the interest of clients;
  2. for the appropriate level of independence between persons engaged in business activities involving a conflict of interest;
  3. to ensure that employees adhere to the staff share dealing rules that apply in their business;
  4. to ensure that staff adhere to rules on company directorships and outside activities which could give rise to a conflict with the interests of a client;
  5. to ensure that staff adhere to the rules governing the giving or receiving of gifts, benefits or inducements;
  6. for the disclosure of information on soft commission arrangements, where relevant.

We have set out below some examples of the type of interest, relationship or arrangement where a potential conflict may arise when providing services to you. We may:

  • be acting as advisor to the company in which you are transacting;
  • be advising a company in relation to a new issue in which you wish to participate;
  • be dealing as principal or as a registered market-maker in the security;
  • be dealing as agent with other clients and matching your transaction against these clients orders;
  • have a holding or a dealing position in the financial instrument concerned;
  • have other business relationships including the provision of banking and investment banking services to companies in whose securities you are transacting.

3.15 Investor Compensation Act, 1998

Under the terms of S. 38 (1) of the Investor Compensation Act 1998 we hereby notify you:

  1. that the Investor Compensation Act, 1998 provides for the establishment of a compensation scheme and the payment, in certain circumstances, of compensation to certain clients (known as eligible investors) of authorised investment firms, as defined in that Act;
  2. that we are a member of that compensation scheme;
  3. that compensation may be payable where money or investment instruments owed or belonging to clients and held, or in the case of investment instruments, administered or managed by the firm, cannot be returned to those clients for the time being and there is no reasonably foreseeable opportunity of the firm being able to do so;
  4. that a right to compensation will arise only:
    1. if the client is an eligible investor as defined in the Act;
    2. if it transpires that the firm is not in a position to return client money or investment instruments owed or belonging to clients of the firm; and
    3. to the extent that the client's loss is recognised for the purposes of the Act.
  5. that where an entitlement to compensation is established, the compensation payable will be a lesser of:
    1. 90 per cent of the amount of the client's loss which is recognised for the purposes of the Investor Compensation Act, 1998; or
    2. compensation of up to EUR20,000.

Further details are available at www.investorcompensation.ie

3.16 Client Contact

We may contact you either in writing, by telephone or in person in connection with your account.

3.17 Client Complaints

Should you have a complaint regarding the service you have received and the matter cannot be resolved by the person with whom you are dealing, you should refer the matter to the Head of Wealth Management who will ensure that your complaint is dealt with. The firm also has a Compliance function, which is independent of the Head of Wealth Management. You may wish to refer any complaints to the Head of Compliance for investigation. If you are a consumer you are entitled to refer the matter to the Financial Services Ombudsman, 3rd Floor, Lincoln House, Lincoln Place, Dublin 2.

3.18 Termination

These arrangements may be terminated by either of us at any time by providing written notice to the other.

3.19 Inactive Accounts

If at any time you have not transacted on your account for at least one year and you have no holdings in your account, we may close your account without any prior notice. If your account is closed in this manner and at a later date you wish to place an order you will need to open a new account.

3.20 United Kingdom Regulations

The regulatory system applicable to Goodbody Stockbrokers is different to that which applies in the United Kingdom.

3.21 Errors and Omissions Excepted ("E. & O. E.")

We reserve the right at any time to correct errors or omissions on our contract notes, valuations or statements. You will be obliged to settle the trade as dealt by us.

3.22 Contract Notes

A contract note will be sent to you by post in respect of every trade on your account. We will assume that you have received the contract note confirming your trade and that the details on it are correct and concur with your instructions unless you contact us within five days of the trade date.

3.23 Identity

We reserve the right to seek evidence of identity for anti-money laundering, anti-terrorist financing, fraud prevention purposes and to comply with any other legal or regulatory obligations which may apply to us. In the case of delay, or failure to provide satisfactory information, we may take such action as we think fit.

We may take whatever action we consider appropriate to meet our obligations, either in Ireland or elsewhere in the world, relating to the prevention of money laundering, terrorist financing or fraud and to the provision of financial and other services to persons who may be subject to sanctions. This action may include, but is not limited to, investigating and intercepting payments into and out of your account and making enquiries to establish whether a person is subject to sanctions. This may result in delay or failure to execute instructions received from you or in the receipt of cleared funds. You acknowledge and agree that, to the extent permitted by law, we shall not be liable for any loss, damage or other liability suffered by you or any third party which arises as a result of taking such action.

We reserve the right to refuse to accept a lodgement to your account.

We reserve the right at all times and in our absolute discretion not to open an account.

3.24 Own Name Holdings

You may have requested us to show financial instruments that you hold in your own name on your account with us. If so, by presenting the information in this way we are not representing that they are due to you or that we hold them in safe custody or as part of our nominee service for you. We will continue to reflect these financial instruments on your account unless you advise us to increase, reduce or remove them following any purchase, sale or corporate event.

3.25 Transfer of Interest

No transfer of any interest in your account, whether legal and or beneficial shall be made by you unless you have obtained our prior consent in relation to such transfer and the transferee has first entered into such documentation as we in our absolute discretion, deem appropriate in order to regulate the relationship between the parties. Any transfer or purported transfer of any interest in your account with us, whether legal and/or beneficial in breach of this clause shall be void/voidable at the instance of Goodbody Stockbrokers.

3.26 Language of Communications

All information and communications provided to you will be in the English language and all information and communications provided by you must also be in the English language.

3.27 Principal broker

We are registered with the Irish and London Stock Exchanges as a market maker in equities. If we have dealt as principal in any transaction this will be disclosed on the contract note.

3.28 Consumer Protection Code ("CPC")

For services provided in respect of Tracker Bonds, Insurance Policies and PRSAs we are subject to the Central Bank of Ireland's Consumer Protection Code 2012 (as amended from time to time) which offers protections to consumers and a copy of the CPC can be found on the Central Bank of Ireland's website, www.centralbank.ie.

3.29 Governing Law

These Terms and Conditions are governed by and shall be construed in accordance with the laws of the Republic of Ireland and the Courts of Ireland will have exclusive jurisdiction to resolve any disputes.

Appendix B Goodbody Online Charges

Effective 1 November 2013

Costs, Charges and Commission Rates

  • €32 per trade minimum commission.
  • 1.25% commission up to €25,000.
  • 0.50% commission on balance.

All of the above commission rates exclude third party charges

Standard Additional Charges

Stamp Duty
Stamp duty is chargeable on the purchase of Irish and UK securities.
The rates are:

  • Irish Shares: 1.0%
  • UK shares: 0.5%

The sale of securities does not incur stamp duty.

Encashment Tax

Applied to non Irish and non UK income at the standard rate of Irish Income Tax. Exemption available to certain types of investors, subject to the submission of a declaration or exemption documentation as appropriate.

Panel of Takeovers and Mergers Levy

PTM Levy

Transactions in securities of companies incorporated in the United Kingdom, the Channel Islands or the Isle of Man which exceed GBP£10,000 or equivalent in any other currency, attract a levy of GBP£1.00 payable to the UK Panel on Takeovers and Mergers.

ITP Levy

A flat-rate levy of €1.25 in respect of dealings in quoted securities of relevant companies is payable to the Irish Takeover Panel where the transaction consideration exceeds €12,500.

US and European Charges

A charge of €19.05 is included on all US and European purchases and sales. This charge is to cover the cost of holding and transaction fees passed onto Goodbody Stockbrokers by our Custodian Agents in the US and Europe.

US and European transactions may also attract other minimal Stock Exchange and Broker charges.

  • US Regulatory Charge: 0.00153%.

Overseas Broker Charge

Varies depending on the market and broker. Typical fee: 0.20%.

Nominee Charges

No Charge.

Other Charges

  • €21.49 per annum Account Maintenance Charge. This charge is subject to VAT.
  • €13 Stock Transfer Out Charge, per line of stock, with a minimum charge of €40.
  • €15 Consolidated Tax Voucher replacement.

Foreign Exchange

If we conduct a transaction for you in a foreign currency it will be necessary either (a) for you to settle with us in that currency or (b) for us to carry out a currency exchange deal. Where we receive funds from you or collect income on your behalf we will lodge them in the currency of receipt unless you do not have an account denominated in that currency and it would be unduly burdensome for us to open such an account. In such instances we may convert the money and hold it in an alternate currency for you. Any currency exchange deals that we conduct on behalf of our clients will be transacted at a market rate available to us and will include a spread up to a maximum of 1% to cover the risk for Goodbody Stockbrokers.

All charges will be debited automatically from your Goodbody Online account.

We reserve the right to sell or realise any investments which we are holding (or entitled to receive) on your behalf to meet any liabilities which you have incurred and failed to discharge.

Other Third Party charges may apply which are not payable via Goodbody Stockbrokers or imposed directly by us, for example, Dividend Withholding Tax.

Risk Disclosure Document

This information is provided to you in accordance with the requirements of the European Communities (Markets in Financial Instruments) Regulations 2007. This information provides a general description of the nature and risks of financial instruments taking account of your categorisation as a retail investor. It does not disclose all the risks and characteristics of financial instruments which you may trade in, however it is designed to give you an understanding of the major risks and characteristics. In some circumstances the risks identified below may not apply to the particular financial instrument that you wish to invest in, either because of that financial instrument's particular characteristics, your risk appetite in respect of that financial instrument and/or the purpose of your investment. In addition if you are an execution only retail client you should note that your account will be restricted to transacting in financial instruments which are classified as non-complex financial instruments. You should not deal in financial instruments unless you are aware of the nature and risks of the transactions you are entering into. You should obtain a clear explanation of all commissions, fees and other charges for which you will be liable. These charges will affect your net profit (if any) or increase your loss. You should understand the extent of your exposure to any potential loss.

The value of financial instruments may fall as well as rise. When investing in financial instruments there is a risk that you may lose some or all of your original investment. You should consider whether investing in financial instruments is suitable for you in light of your individual circumstances and taking account of your investment objectives, financial position, attitude to risk and your investment knowledge and experience. In deciding whether certain financial instruments are suitable investments the following information describing the nature and risks of such instruments should be carefully considered.

Shares / Equities

Owning shares in a company provides an opportunity to share in a company's profit and performance, in the form of dividends and capital growth. Individual shares and stock markets can be volatile, especially in the short-term. Some shares are likely to be more volatile than others. This will be based, amongst other things, on the business, geographic location and size of the company. Your ability to realise shares when you so wish is a critical factor (liquidity). Shares in companies that are not traded on a stock exchange can be very difficult to sell. Many shares that are traded on Stock Exchanges are bought and sold infrequently and finding a buyer may not always be easy. The existing price of the stock is also an important determinant of volatility. Potential investors should be familiar with any company they plan to invest in. Share portfolios are at a greater risk of significant loss if there is a lack of diversity i.e. an over reliance on stocks in one particular company, industry sector or country. Other than the cost of acquiring shares you will not be subject to any margin requirements or financial commitments/liabilities. However, as the value of shares may fall as well as rise there is a risk that you may lose some or all of your original investment.

Bonds

A bond is a debt instrument in which the issuer promises to pay to the bondholder principal and interest according to the terms and conditions of the particular bond. Although not to the same extent as shares, bonds can be subject to significant price movements. Bonds can also be subject to default and the non payment of interest and/or principal by the lender. As with shares some bonds are considered to be safer than others. In general, Government Bonds are considered to be subject to less risk than Corporate Bonds. This is simply because governments are less likely to default on their debt than companies, although this may not be the case with some emerging markets. Bond ratings give an indication of an issuer's probability of defaulting, based on an analysis of the issuer's financial condition and profit potential.

Corporate bonds are issued by companies but they are split into different types depending on the credit rating they achieve. Companies that have high ratings are known as investment grade bonds while companies with low ratings are known as high yield bonds because they have to promise higher income payouts to attract investors. Companies that do not achieve ratings are known as 'junk' bonds.

Companies also issue different types of bonds. Debenture stocks, for example, are secured against specific company assets while unsecured loan stocks pay higher yields but are not secured against the company's assets. Companies also issue convertible bonds that give holders the right to convert them into shares under certain circumstances.

Other than the cost of acquiring bonds, you will not be subject to any margin requirements or financial commitments/liabilities. However, as the value of bonds may fall as well as rise there is a risk that you may lose some or all of your original investment.

Exchange Traded Funds ("ETFs")

ETFs are investment products that provide investors with an opportunity to invest in a diversified basket of shares through one investment instrument. An ETF will generally track the shares of companies that are included in a selected market index, investing in either all of the shares or a representative sample of the shares of the selected index.

The performance of an ETF is likely to be reflective of the performance of the index upon which the ETF is based. ETFs are more liquid than normal funds and can be traded in the same way as any normal share. Like shares, ETFs can be subject to volatility, especially in the short term. Some ETFs are likely to be more volatile than others. This will be based, amongst other things, on the nature and size of the underlying companies and the liquidity/price of the underlying stocks.
Potential investors should be familiar with the nature of the underlying companies of any ETF they plan to invest in. Other than the cost of acquiring ETFs, you will not be subject to any margin requirements or financial commitments/liabilities.
However, as the value of ETFs may fall as well as rise there is a risk that you may lose some or all of your original investment.

Exchange Traded Commodities ("ETCs")

A commodity is a physical substance such as food, grains, and metals, which is interchangeable with another product of the same type that is traded primarily on the basis of price driven by supply and demand, and not on differences in quality or features. Historically, commodities have been quite complicated to trade, but in recent years alternative and simpler means of investing in commodities have arrived. An ETC is one such means for investors to invest in specific commodities or a general commodity index, such as cocoa or precious metals. ETCs work by investing in real commodities via future contracts and in doing so track a specific commodity or a general commodity index.

The performance of an ETC is likely to be reflective of the performance of the commodity or basket of commodities upon which the ETC is based. ETCs can be traded in the same way as any normal share but can be subject to significant volatility, both in the long term and the short term. Some ETCs are likely to be more volatile than others.

Potential investors should be familiar with the nature of the underlying commodity or commodities of any ETC they plan to invest in. Other than the cost of acquiring ETCs, you will not be subject to any margin requirements or financial commitments/liabilities. However, as the value of ETCs may fall as well as rise, there is a risk that you may lose some or all of your original investment.

Money Market Instruments

The money market is a highly liquid professional dealer market that facilitates the transfer of funds (generally in very large denominations) between borrowers and lenders. It generally relates to those instruments that allow for borrowing and lending periods ranging from one day to one year.

Although money market instruments carry less risk than longterm debt they are not completely without risk. Different instruments carry varying degrees of risk depending on the nature of the lending agreement and the identity of the lender. Potential investors should be aware of such details prior to entering into any money market transactions.

Common money market instruments include: Exchequer Notes, Commercial Paper, Treasury Bills, Repurchase Agreements and Bankers Acceptances.

In general other than the cost of acquiring money market instruments, investors are not subject to any margin requirements or financial commitments/liabilities. As the value of money market instruments may fall as well as rise there is a risk that you may lose some or all of your original investment.

Unit Trusts

Unit trusts are a type of "pooled investment". A pooled investment is one where a number of investors put different amounts of money into a fund which is then invested in one or more asset classes by a fund manager. The price of the units in the fund is determined by the value of the assets the fund holds. Where the fund is an "open ended" fund the number of units, and not the value of those units, will rises or fall based on whether investors buy or sell units. As such, open ended funds are generally very liquid.

Each unit trust fund has a stated investment strategy enabling you to invest according to your investment objectives and risk profile. The level of risk will depend on the underlying investments, regulatory status of the fund, any investment restrictions that may apply, the extent to which the fund leverages its assets and how well diversified the open-ended investment fund is. The principle of leverage is to increase the fund's exposure to underlying assets by means of borrowing or other means in the pursuit of higher returns from the amount invested. Leveraging may increase any losses suffered by a fund. Funds investing in emerging markets or smaller companies would be considered to carry much higher risk than those investing in large blue chip companies.

Potential investors should be familiar with the nature of the underlying securities in any unit trust they plan to invest in. Other than the cost of investing in unit trusts, you will not be subject to any margin requirements or financial commitments/liabilities. However, as the value of a unit trust may fall as well as rise there is a risk that you may lose some or all of your original investment.

Undertakings for Collective Investment in Transferable Securities ("UCITS")

A UCITS is a specific type of collective investment that can be operated freely within the EU in accordance with the UCITS Directive. As with other collective investments, UCITS tend to invest in a range of individual securities, giving investors the opportunity to invest in a diversified product. However, UCITS are prescribed from investing in more complex and higher risk securities and are subject to rules which oblige them to reduce the risk of exposure to any particular issuer.

UCITS can be subject to volatility, especially in the short term. Some UCITS are likely to be more volatile than others. This will be based, among other things, on the nature and size of the underlying securities and the liquidity/price of the underlying securities.

Potential investors should be familiar with the nature of the underlying securities in any UCITS they plan to invest in. Other than the cost of investing in UCITS, you will not be subject to any margin requirements or financial commitments/liabilities. However, as the value of UCITS may fall as well as rise there is a risk that you may lose some or all of your original investment.

Investment Companies

Investment companies are a type of "pooled investment". A pooled investment is one where a number of investors put different amounts of money into a fund which is then invested in one or more asset classes by a fund manager. Unlike a unit trust, an investment company is a separate legal entity which holds the assets and issues shares representing those assets. The price of the shares in the fund is determined by the value of the assets the fund holds. Where the fund is an "open ended" fund the number of shares, and not the value of those shares, will rise or fall based on whether investors buy or sell shares. As such, open ended funds are generally liquid.

Each fund has a stated investment strategy enabling you to invest according to your investment objectives and risk profile. The level of risk will depend on the underlying investments, regulatory status of the fund, any investment restrictions that may apply, the extent to which the fund leverages its assets and how well diversified the open-ended investment fund is. The principle of leverage is to increase the funds exposure to underlying assets by means of borrowing or other means in the pursuit of higher returns from the amount invested. Leveraging may increase any losses suffered by a fund. Funds investing in emerging markets or smaller companies would be considered to carry much higher risk than those investing in large blue chip companies.

Potential investors should be familiar with the nature of the underlying securities in any investment company they plan to invest in. Other than the cost of investing in an investment company, you will not be subject to any margin requirements or financial commitments/liabilities. However, as the value of an investment company may fall as well as rise there is a risk that you may lose some or all of your original investment.

Limited Partnerships

Limited partnerships are a form of "pooled investment". A pooled investment is one where a number of investors put different amounts of money into a fund which is then invested in one or more asset classes by a fund manager. A limited partnership will generally consist of two types of partner, general partners who will control the partnership and who will have joint and several liability to the partnership and limited partners whose involvement and liability is limited to their investment. Investors are limited partners. The price of the shares in the limited partnership determined by the value of the assets the fund holds.

Each limited partnership has a stated investment strategy enabling you to invest according to your investment objectives and risk profile. The level of risk will depend on the underlying investments, regulatory status of the fund, any investment restrictions that may apply, the extent to which the fund leverages its assets and how well diversified the limited partnership is. The principle of leverage is to increase the funds exposure to underlying assets by means of borrowing or other means in the pursuit of higher returns from the amount invested. Leveraging may increase any losses suffered by a limited partnership. Limited partnerships may not be UCITS. Funds investing in emerging markets or smaller companies would be considered to carry much higher risk than those investing in large blue chip companies.

Potential investors should be familiar with the nature of the underlying securities in any limited partnership they plan to invest in. Other than the cost of investing in a limited partnership, you will not be subject to any margin requirements or financial commitments/liabilities. However, as the value of a limited partnership may fall as well as rise there is a risk that you may lose some or all of your original investment.

Common Contractual Funds

Common contractual funds are a form of "pooled investment" which are specifically designed to be an attractive vehicle for the pooling of pension fund monies. A common contractual fund is an unincorporated body created by contract that is structured to be tax transparent so as to be attractive to pension funds. A pooled investment is one where a number of investors put different amounts of money into a fund which is then invested in one or more asset classes by a fund manager. The price of the shares in the fund is determined by the value of the assets the fund holds.

Each fund has a stated investment strategy enabling you to invest according to your investment objectives and risk profile. The level of risk will depend on the underlying investments, regulatory status of the fund, any investment restrictions that may apply, the extent to which the fund leverages its assets and how well diversified the common contractual fund is. The principle of leverage is to increase the funds exposure to underlying assets by means of borrowing or other means in the pursuit of higher returns from the amount invested. Leveraging may increase any losses suffered by a fund. Funds investing in emerging markets or smaller companies would be considered to carry much higher risk than those investing in large blue chip companies.

Potential investors should be familiar with the nature of the underlying securities in any common contractual fund they plan to invest in. Other than the cost of investing in a common contractual fund, you will not be subject to any margin requirements or financial commitments/liabilities. However, as the value of a common contractual fund may fall as well as rise there is a risk that you may lose some or all of your original investment.

Information on the Retail Order Execution Policy

1. Purpose

Under the European Communities (Markets in Financial Instruments) Regulations 2007 (the "Regulations"), Goodbody Stockbrokers is required to put in place an order execution policy and to take all reasonable steps to obtain the best possible result on behalf of its retail clients as defined in the Regulations.

Goodbody Stockbrokers are also required to:

  • provide retail clients with appropriate information on its order execution policy and obtain their consent to it;
  • monitor the effectiveness of its execution arrangements;
  • assess the execution venues in its order execution policy at least yearly; and
  • if requested, demonstrate that a client's order has been executed in line with the order execution policy.

2. Scope

The order execution policy applies to retail clients and to orders in financial instruments.

3. Order Execution

Goodbody Stockbrokers will determine the importance of the execution factors below by using their commercial experience and judgement with all market information available taking account of the following criteria: the characteristics of the client including their categorisation as a retail client, the characteristics of the client order, the characteristics of the financial instrument and the characteristics of the execution venues.

4. Methods of Execution

The order execution policy applies where Goodbody Stockbrokers:

  • receives and transmits client orders and/or
  • executes orders on behalf a client.

Where a client legitimately places an order with Goodbody Stockbrokers, they can expect that we will endeavour to take all reasonable steps to provide the best possible result on their behalf. This will primarily take the form of:

  • executing an order by dealing as agent,
  • executing an order by dealing as principal.

Subject to any specific client instructions, Goodbody Stockbrokers will seek to execute the order by one or more of the following methods:

  • directly on a regulated market or Multilateral Trading Facility ("MTF"),
  • with an external entity such as a third-party broker to handle the order on that regulated market or MTF.

5. Execution Factors

Goodbody Stockbrokers will take account of all relevant factors when considering how to obtain the best possible result for its clients. These include price, costs, total consideration, size and nature of order, speed and likelihood of execution, speed and likelihood of settlement, client, instrument, market impact and any other relevant considerations.

Whilst price will generally be of high relative importance, it will always be taken into consideration when executing an order. However, depending on the nature of the client, order, financial instrument or market conditions, it may be determined that other factors merit more importance than just the price.

6. Receipt and Transmission of Orders

For any order that you provide to Goodbody Stockbrokers, we may transmit this to an external entity such as a third party broker for execution where it is decided that this method is more likely to achieve the best possible result for a particular instrument or order. In doing this, we continue to act in your best interests. Goodbody Stockbrokers have a panel of thirdparty brokers who have been selected based on their expertise in providing execution services in financial instruments. These entities are reviewed on an ongoing basis using their execution performance as the main criteria. Subsequent to this, the panel can be amended accordingly based on the results of any review.

7. Specific Client Instructions

Where you provide specific instructions that relate to an order, these will be followed as part of the execution procedure. Where you provide specific instructions that relate to only a part of the order, we will continue to follow this order execution policy to those aspects of the order that are not covered by your instructions.

All instructions, where they are not deemed to constitute market abuse or breach any applicable regulation, will be taken into full consideration when executing the order.

It is important to note that where any instruction is provided, this may prevent Goodbody Stockbrokers from following the order execution policy and providing the best possible result for the execution of the order in respect of the elements that are covered by that instruction.

8. Execution Venues

The execution of the order will take place on a Regulated Market or a Multilateral Trading Facility. When choosing an execution venue, Goodbody Stockbrokers will focus primarily on the quality of execution and reliability of the venue followed by the costs of that venue.

Goodbody Stockbrokers do not set commission rates in such a way that discriminates unfairly between venues.

A list of the execution venues that we may use is available on our website, www.goodbody.ie. Whilst this list will be updated as required, other venues or entities may be used which are appropriate and allow us to meet our policy requirements. You will not be notified separately of any changes to these venues and you should therefore refer to our website for details of the venues and entities.

9. Review

Goodbody Stockbrokers will review and update the order execution policy and the execution arrangements on an annual basis. Where there is a material change to the order execution policy you will be notified.

10. Monitoring

Goodbody Stockbrokers will monitor compliance with the order execution policy and execution arrangements on a regular basis.

11. Consent

We are required to obtain your prior consent to our order execution policy. Prior consent to this policy is deemed to have been received when you place an order with us after 1 November 2007.

Disclosures/Use of Information Notice

In order to administer your account(s) and other dealings with Goodbody Stockbrokers and its Associated Companies ("Goodbodys" or "we" or "us"), we require certain Personal Data (as defined in the Data Protection Acts 1988 and 2003) and other information relating to your application and/or your dealings with Goodbodys (together called the "Information").

Goodbodys is a member of the FEXCO group of companies. For the purposes of this Notice, "Associated Company" means a Subsidiary, Holding Company, a Subsidiary of a Holding Company or an "associated undertaking" as defined in the European Communities (Companies: Group Accounts) Regulations 1992; a "Subsidiary" and a "Holding Company" mean as defined in section 155 of the Companies Act 1963.

(A) Use of Information

Goodbodys will use the Information:

  1. for the purposes of administering your account(s) and/or setting up and administering your pension scheme (the "Pension"), as the case may be;
  2. for group reporting and management purposes;
  3. for anti-money laundering, anti-terrorist financing and fraud prevention purposes;
  4. for any legitimate purpose connected to the transaction or matter for which you provided the personal data. In particular we may use the data to respond to or evaluate any queries, complaints or suggestions in relation to the matter or transaction including the disclosure of such data to third parties;
  5. to undertake market research and statistical analysis.

We undertake to keep any information we receive private and confidential and shall not use the Information except as outlined in this Notice, nor shall we disclose any Information to any third party, except as outlined in (B) and (C) or in the following circumstances:

  1. where we are required to disclose the Information to the Central Bank of Ireland or any other regulatory body, the revenue authorities, any recognised investment exchange; or
  2. the disclosure is necessary to enable us to carry out our obligations under this agreement or any other agreement with you; or
  3. where we use third party service providers to assist us in providing services to you; or
  4. the disclosure is required by law or court or administrative order having force of law; or
  5. the Information is provided to a settlement service provider, and other agents of yours or ours where necessary to allow them to carry out their terms of engagement in the context of providing you with the services required.

Subject to the foregoing, we will not otherwise share your Information with any third party, except your Contract for Difference ("CFD") provider, unless we receive your prior written consent to do so. We may transfer your Information outside the European Economic Area where necessary to administer your account. Occasionally for market research and statistical purposes the services of a reputable external agency may be used and your Information may be disclosed and used for those purposes.

If you have a CFD account, your signature on this agreement confirms that you agree to us providing the CFD provider with any/all Information held by us including that contained herein and relating to dealings on your account.

If the Pension has been set up through a third party structure or policy, we will provide to that third party details relating to the Pension required by them in order to set up and maintain your investment and/or the Pension.

(B) Sensitive Personal Data

We may collect and process your Sensitive Personal Data (as defined under the Data Protection Acts 1988 and 2003) if you set up a Pension. Any Sensitive Personal Data will only be disclosed as necessary to facilitate the administering of the Pension.

If you proceed with this agreement, you hereby expressly consent to the collection, use and disclosure of your Sensitive Personal Data as set out in this Section (B). If you do not consent to the collection, use and disclosure of your Sensitive Personal Data, we will not be in a position to provide pension related services to you.

(C) Third Party Information

Where you provide us with personal information relating to other people, such as your spouse, children, partners, directors, officers, employees, advisors or other related persons, you warrant that you will only do so in accordance with the Data Protection Acts 1988 and 2003. You will ensure that before doing so, the individuals in question are made aware of the fact that we will hold information relating to them and that we may use it for any of the purposes set out in the relevant terms and conditions, and where necessary you will obtain their consent to our use of their information.

(D) Rights to Access Information

You may at any time request a copy of the Information, and you have the right to correct any of the details in this Information, by contacting us in writing at Ballsbridge Park, Ballsbridge, Dublin 4.

You agree to notify us without delay in the event of any change in your personal circumstances, or those of the others mentioned above, to enable us to comply with our obligations to keep information up to date.

By signing this agreement you hereby agree to be bound and, to the extent necessary, you hereby expressly consent to the processing of Information and Sensitive Personal Data as set out in the above Disclosures/Use of Information Notice.

Goodbody WebAccess

22 November 2013

Introduction and Scope of Service

Access to and use of Goodbody Stockbrokers' Website (hereinafter referred to as "Website") is provided subject to the Terms and Conditions set out below.

These Terms and Conditions set out the basis upon which Goodbody Stockbrokers will provide users with read only online access to their account/s. This WebAccess service is available via a wide range of electronic devices including but not limited to smartphones, tablets, laptops and desktop computers.

It is important to note that this is a read only service which does not facilitate online trading.

Section 1: General

Governing Laws

Information contained within this Website is provided in accordance with and subject to the laws of the Republic of Ireland. Those laws govern the conduct and operation of this Website. The courts of the Republic of Ireland have exclusive jurisdiction over all claims or disputes arising in relation to, out of, or in connection with this Website, the information contained within and its use.

Distribution/Use of this Website

This Website is not intended for distribution to, or use by, any person in any country where such distribution or use would be contrary to local law or regulation. None of the services or investments referred to in this Website are available to persons resident in any country where the provisions of such services or investments would be contrary to local law or regulation.

For US Persons and Persons outside the EEA (European Economic Area)

In certain jurisdictions, investment firms are not permitted to provide certain services without authorisation from a local regulator. You should not access the information in this Website from outside the EEA or within the US unless you first inform yourself about regulatory requirements in your jurisdiction and you are satisfied that no specific authorisation is required in your jurisdiction.

Copyright Laws

The information contained in and the content of the pages of this Website is copyright to Goodbody Stockbrokers and its relevant content providers and may not be copied, transmitted, converted, transcribed or reproduced without the prior written consent of Goodbody Stockbrokers.

About Advice

None of the information contained within this Website should be taken as an offer or solicitation of investment advice or encourage the purchase or sale of any particular security or investment. It is provided for information purposes only.

Nothing on this Website constitutes investment, legal, accounting or taxation advice, or a representation that any investment or strategy is suitable or appropriate to your individual circumstances, or otherwise constitutes a personal recommendation to you.

The use of the Website is at the user's sole risk. Not all recommendations are necessarily suitable for all investors and an investment policy must be tailored to suit the circumstances of the individual. Consequently, we recommend users consult their professional adviser before acting on any of the information available on this Website.

The value of any investments may fall as well as rise and you may not recover the full amount originally invested. Past performance or simulated performance is no guarantee of future investment returns. Prices displayed are indicative prices and may not be real time prices for the purpose of buying, selling securities or making any other investment decision.

The value of your investment may be subject to exchange rate fluctuations which may have a positive or adverse effect on the price or income or the securities.

Goodbody Stockbrokers and its content providers makes no representation or warranty of any kind with respect to the products described, analysis or information obtained arising from use of the pages on this Website. Information provided is obtained from sources deemed to be reliable, is provided solely on a best efforts basis for your convenience and Goodbody Stockbrokers and its content providers do not guarantee the completeness or accuracy of such information. Goodbody Stockbrokers and its content providers does not accept any liability for any loss or damage arising out of negligence or otherwise as a result of use or reliance on this information, whether authorised or not.

Information Modification and/or Termination

The information provided in this Website is subject to change without notice and is continuously updated. Goodbody Stockbrokers reserves the right in its sole discretion to cancel, terminate, or suspend this Website, or any information contained within, at any time and without prior notice.

Positions in Shares

Goodbody Stockbrokers, its associated companies, directors, officers and employees may own or have positions in any securities mentioned within the pages of this Website and may from time to time deal in such securities.

Links

This Website may provide hypertext links to sites which are not operated, controlled or maintained by Goodbody Stockbrokers. We do not accept responsibility for the content of any of these Websites or for any loss or damage arising either directly or indirectly as a consequence of you accessing them.

Updates to Terms and Conditions

We reserve the right to amend our Terms and Conditions from time to time. Details of the current Terms and Conditions will be available on our Website. It is your responsibility to read the Terms and Conditions in place at time of use. By accessing and using the services and information on this Website, you are consenting to the Terms and Conditions in place at time of use.

Please note that these Terms and Conditions are in addition to those set out in the Agreement/s and any updates thereto, which you have entered into with Goodbody Stockbrokers.

Section 2: Electronic Services

Online Security and Privacy

In accessing the pages of this Website the user accepts that the electronic mail and other transmissions passing over the Internet may not be free from interference by outside third parties and may not remain confidential. As a consequence Goodbody Stockbrokers cannot guarantee the privacy or confidentiality of any information relating to the user passing over the Internet.

Goodbody Stockbrokers and its content providers assume no responsibility in relation to the safe keeping and privacy of electronic media once downloaded from, or accessed on, the Website. The Website allows access to electronic media (e.g. confidential documents in pdf format) which once accessed will open in separate windows, be stored on your device and will not time out. It is your responsibility to view the content in a safe and private place, to close the windows when finished and to ensure all downloaded electronic content is stored in a secure location.

Goodbody Stockbrokers assumes no liability where a user of this Website deviates from accepted best online secure computing practices. Best secure practices include but are not limited to ensuring: Personal privacy is maintained whilst accessing the Website (i.e. be very conscious of your surroundings and consider your privacy at all times); Computing devices are not left unattended or unprotected; Website access is logged off, all open content windows are closed and all downloaded content is safely stored when interaction on the Website is complete or when left unattended; Website is only accessed via known secure mediums (e.g. unencrypted WiFi hotspot would not be deemed secure); Adequate malware protection is maintained; Device operating systems are maintained and patched in line with recommended and supported releases; Hardware is maintained and patched in line with recommended and supported releases; Website is only accessed using supported browsers and browser versions as recommended on our Website; Account information is never shared or disclosed; Passwords are suitably complex and changed regularly; Security questions are private to you and kept secret; etc. It is your responsibility to ensure you access the Website in a suitably private place, over a secure medium, on a secure device, using recommended browsers and browsers versions and using well maintained account information.

Logon Details

By using our online service, you acknowledge and accept that instructions transmitted via the online system will be deemed to have originated from you, if your logon details have been used in the logon process.

It is your responsibility to ensure that your login details remain confidential to you the user and you should never, under any circumstances, disclose them to anybody. You should not write down your password or store it on any device which others may have access to. Goodbody Stockbrokers will not be legally responsible for any unauthorised use of your logon details resulting from negligence or fraud on your part.

You may change your password at any time by using the facility on our Website.

Account Suspension and/or Termination

Goodbody Stockbrokers reserves the right to cancel, terminate or suspend any account registered within this Website.

We may conduct a review of online activity and reserve the right without prior notice to you, to expire the logon details of any account which is inactive.

Operating Malfunctions and Other Events

Due to its nature, the risks arising from use of the internet environment are higher than may otherwise arise. By using this service you acknowledge and accept the increased risk of technical malfunctions, communication failures, the loss of security and privacy which can arise from using the internet environment.

Goodbody Stockbrokers and its content providers assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communication line failure, power supply failure, destruction or unauthorised electronic access by a third party to, or alteration of entries posted to this Website.

Goodbody Stockbrokers will not be liable for losses caused directly or indirectly by government restrictions, exchange or market rulings, wars, strikes or other conditions beyond our control.

Goodbody Stockbrokers is not responsible for any problem or technical malfunction of any telephone network or on-line system, server or provider, computer equipment, software, failure of e-mail on account of technical problems or traffic congestion on the Internet, or any combination thereof, including injury or damage to visitors, or any other person's computer related to, or resulting from access to, or downloading material from this Website.

Goodbody Stockbrokers accepts no liability for any infection by computer virus, bug, tampering, unauthorised intervention, fraud, technical failure, or any other cause beyond the control of Goodbody Stockbrokers, which corrupts or affects the administration, security, fairness, integrity, or proper conduct of any aspect of this Website.

Transaction Postings

Goodbody Stockbrokers do not accept responsibility for any errors arising from delays or erroneous postings of transactions to your account/s where there is a genuine mistake which is or should be reasonably obvious to you the end client. You should contact us immediately if you identify any item relating to your account/s, which you believe may be incorrect.

We reserve the right, at any time, to correct errors or omissions on your account/s.

Online Valuations - Portfolio Holidngs

When preparing your Portfolio Holdings, Goodbody Stockbrokers use the following approach:

Your Portfolio Holdings is valued in the indicated base currency. This may include a combination of holdings and cash in the base currency and foreign currencies. Your Portfolio Holdings will value all assets in the indicated base currency including cash positions that are not in the base currency. We will use reasonable endeavours to use foreign exchange rates in your Portfolio Holdings, based on rates available from close of business the previous day.

We value exchange-traded equities, depository receipts, investment trusts and warrants using the prices provided to us by a third party data vendor. We will use reasonable endeavours to provide valuations based on closing prices from the previous day with the exception of securities which have a full listing on the UK main market, these are valued based on approximately fifteen minute delayed prices. The prices we receive generally comprise the mid-price (derived from the bid and ask/offer prices), the bid or the last traded price for that instrument on the relevant stock exchange.

We show investments in unit funds or unquoted investment funds at the prices provided to us by the relevant fund administrator for the purposes of the Portfolio Holdings. These may comprise mid-prices, bid prices, last dealt prices or latest net asset values per unit for dates as close as possible to the date of the Portfolio Holdings.

We price fixed interest securities exclusive of accrued interest in your Portfolio Holdings. To obtain the amount of accrued interest due please contact us. Where you have purchased fixed interest securities through Goodbody Stockbrokers, the "book cost" will be derived from the purchase price you paid to us which will include any accrued interest due.

We value direct investments in property or collective investments whose sole asset is property at cost converted to the indicated base currency, where applicable or the most recent valuation provided by an independent valuer.

We value investments in unquoted companies at cost or using information reasonably available to us in the public domain, which may include the price of a recent transaction in the security where it is known to us. We may also use a valuation provided by a qualified independent valuer.

Please contact us for the basis on which we may value any other investments in your Portfolio Holdings.

We obtain many of the prices that we use in preparing your Portfolio Holdings from external data providers or fund administrators on whom we are reliant for the accuracy of the information. We cannot be responsible for any errors contained in information we source externally. If you decide to sell your holdings you may receive more or less than the value shown. You may incur early encashment fees for market value adjustments on the sale of tracker or unitised investments.

The valuation of your Portfolio Holdings may be derived from sources, which are subject to time delay and accordingly we do not warrant that such valuations are up to date and accurate at all times. As Goodbody Stockbrokers cannot guarantee the accuracy of such data, we will not be held liable for any losses incurred by your use of it.

You may have asked us to include investments that you hold in your own name, or products you hold with a Life Assurance Company, in your Portfolio Holdings. If so, by including them as an accommodation for you, Goodbody Stockbrokers is not representing that they are due to you or that we hold them as part of our nominee service or in our safe custody for you. We will continue to include these investments in your Portfolio Holdings unless you advise us to increase, reduce or delete them following any purchase, sale, corporate action, encashment or surrender. If a management fee applies to your account/s then these holdings may be included in the calculation of your portfolio management fees.

Where you have purchased investments through Goodbody Stockbrokers, the "book cost" for any investment will be derived from the purchase price you paid to us. Where you have purchased investments elsewhere and subsequently transferred them to Goodbody Stockbrokers, or requested us to include them in your Portfolio Holdings, we are reliant on you to provide us with an accurate amount for the book cost. Goodbody Stockbrokers take no responsibility whatsoever for the determination of this cost.

The unrealised profit/loss figure is calculated using the average book cost of the holding after aggregating all acquisitions and disposals. This figure is a guide only and should not be used for taxation purposes.

In certain circumstances, stock holdings and cash balances appearing on your Portfolio Holdings may be reversed, cancelled or reduced by Goodbody Stockbrokers and the balances must be construed accordingly.