Client base agreement for opening an account/a deposit

Client base agreement for opening an account/a deposit

for corporate clients

Page 1 of 5 20.410 en – as of June 2014

1 Personal information

Head office of the company

Address Postcode City Contact

Resident Non-resident Resident taxpayer Non-resident taxpayer Telephone number

Mobile phone number

Fax number E-mail address

Postal address (if different)

Address City, postcode

Register

Register of Associations Commercial register Register of Cooperatives Other

Domicile of commercial register Commercial register extract No.

Date of registration in the commercial register Country of taxpaying

VAT registration number • Sole traders, commercial partnerships and companies limited by shares

• Associations

• Professional partnerships

• Public law entities including church institutions having legal capacity • Other legal entities

Unless otherwise agreed, the Bank will manage all future accounts/deposits that are to be opened under the above-mentioned client reference number in accordance with the data established and agreements made in the client base agreement.

2 Form of transmission of account statements

Web portal Sent by post

As a basic principle, account statements are drawn up daily and made available to the client in the Web portal (www.baaderbank.de). The client may choose to have these statements sent by post (this service is subject to a fee). Baader Bank Aktiengesellschaft (hereinafter referred to as the “Bank”) will, in addition, send each client an account balancing statement in accordance with Section 7 (1) of the Bank’s General Terms and Conditions of Business.

Baader Bank Aktiengesellschaft

Weihenstephaner Strasse 4 85716 Unterschleissheim Germany T 00800 00 222 337* F +49 89 5150 2442 service@baaderbank.de www.baaderbank.de

* Toll-free from (inter)national landline networks. Charges may apply from other networks.

Please return duly signed:

Baader Bank Aktiengesellschaft

Customer Service

Weihenstephaner Strasse 4

85716 Unterschleissheim

Germany

1 _{German Money Laundering Act.} 2 _{German Banking Act.} 3 _{German Tax Code.}

4 _{PEP = Politically Exposed Person; clarification of PEP-status is necessary for each natural person – for both the contracting party and the beneficial owner.}

3 Bank account in EUR

Please transfer payments from my/our clearing account to the following account: Account holder

Bank

Address of bank

Account number/IBAN BIC

4 Information in accordance with the GwG

_{, KWG}

_{and AO}

The Bank is legally obligated to collect and document in writing the following information. The account/depot holder is legally obligated to cooperate on and update this information in accordance with Article 4 Section 6 of the German Money Laundering Act.

4.1 Nature and purpose of the business relationship

Capital investment/Financial instrument Payments (e.g. current/cheque account) Credit transaction Other: 4.2 Information regarding the economic beneficiary/beneficiaries

The economic beneficiary is the individual who is ultimately proprietor of or who controls the account/depot holder or on whose initiative the business relationship was set up. Control/proprietorship is assumed when a person directly or indirectly controls more than 25% of the voting rights or of the equity shares. There is no need for clarification as to the economic beneficiary if the account/depot holder is a company which is listed in an organised market in accordance with Article 2 Section 5 of the German Securities Trading Act in the EU. Such clarification can likewise be dispensed with in the case of listed companies from non-EU countries in which the transparency requirements in terms of share of voting rights are equivalent to those under EU law, and also in other cases coming within the scope of Article 5 Section 2 of the German Money Laundering Act.

4.2.1 Information regarding acting on initiative of individuals

The account/depot holder is acting on the initiative of the following individual. If the account/depot holder is acting on the initiative of another company, the name of said company is to be entered below. Further information regarding the proprietorship/control structure thereof is to be entered separately below.

Surname

(or name of the company) First name(s) Further identifying features e. g. address (residence)

Clarification PEP4_-status

see below „For internal use by the bank“

4.2.2 Information regarding proprietorship or control a) The account/depot holder

Name of the company

i) is listed in an organised market in accordance with Article 2 Section 5 of the German Securities Trading Act and in which the transparency requirements in terms of share of voting rights are equivalent to those applicable under EU law or in which equivalent international standards apply. Market place/Market segment Stock exchange/abbreviation

is a public authority in accordance with Article 5 Section 2 (4) of the German Money Laundering Act (GwG).

is a credit institution or other company in accordance with Article 5 Section 2 (1) of the German Money Laundering Act (GwG).

has no identifiable economic beneficiary since the shareholding thresholds are not exceeded (i.e. not more than 25% in terms of capital share or proportion of voting rights) and no form of actual control can be identified.

Page 3 of 5

20.410 en – as of June 2014

b) The account/depot holder (company) named above does not fall under Section 4.2.2.

The economic beneficiary/beneficiaries in accordance with Article 1 Section 6 of the German Money Laundering Act is/are: Surname and first name(s) Amount of holdings

Direct/Indirect shareholding/voting rights

Do you hold a public office (e.g. as a civil servant,

EU official or government employee)? Clarification PEP4_-status

1 No Yes, which? see below „For

inter-nal use by the bank“

2 No Yes, which? see below „For

inter-nal use by the bank“

3 _{No Yes, which?} see below „For

inter-nal use by the bank“

4 No Yes, which? see below „For

inter-nal use by the bank“

Information regarding proprietorship and control structure see Annex

4.3 Duty of the account/custody account holder to cooperate under the GwG5

The account/custody account holder is obligated to make available the information and documents necessary for determining beneficial owners and to immediately report to the Bank any changes in the mandatory information provided to it that may arise in the course of the business relationship.

5 Exclusion of investment advice

Baader Bank Aktiengesellschaft (hereinafter referred to as “Bank”) merely carries out transactions in financial instruments and does not offer any individual investment advice within the framework of the opening of this account/deposit. Portfolio management is a separate sphere of activity, for which a portfolio management contract is required. If the Bank provides the client with information (market commentaries, charts and analyses, etc.) extending beyond the obligations to provide clarification of the Securities Trading Act, this is not investment advice; rather it is merely intended to make it easier for the client to make independent investment decisions. Insofar as the Bank receives orders to carry out transactions in financial instruments – based on the advice of an external portfolio manager – this is also not investment advice by or for the account of the Bank. If your external portfolio manager sends the bank orders to carry out transactions in financial instruments, the latter will be acting as an intermediary for you.

6 Miscellaneous

No right exists to pay cash in and out of the bank’s accounts. No individual tax certificates will be issued, merely annual tax certificates. The bank draws attention to the fact that no voting rights will be exercised for clients. No the request of the client, entrance tickets/proxies for the respective shareholders’ meeting will be requested.

7 Validity of the Bank’s General Terms and

Conditions and special conditions

The Bank’s currently applicable General Terms and Conditions of Business (90.100) will remain valid for all commercial transactions. Supplementary or deviating special conditions, e.g.

• Special conditions for dealings in securities (92.100), • Special conditions for forward trading (91.100), • Terms and conditions for credit transfers (90.300), • Conditions for use of the Bank`s Web portal (90.200), • Conditions for tolerated overdrafts at the Baader Bank

Aktiengesellschaft (100.300) and

• Information in accordance with the German „remote purchase“ law [Fernabsatzrecht] (93.100)

shall apply to individual business relationships. The wording of the individual conditions can be viewed on the Bank’s website (www.baaderbank.de) or requested from the Bank. The stock exchange orders to be executed on stock exchanges shall be subject to the individual conditions respectively applied by and at those exchanges which we offer according to our execution principles (95.100). The account holder(s) may also subsequently require that the General Terms and Conditions of Business and special conditions are sent to them. In the case of a joint account, the account holders hereby accept the following conditions for a joint account/deposit.

8 Data protection declaration

I/We agree that the Bank and other companies belonging to the Baader Group may acquire, process and make use of data within the frame-work of the opening, management and upkeep of the client relation-ship for the fulfilment of their tasks.

I/We can revoke the foregoing declaration of acceptance at any time in the future without any influence on the contract with the Bank. I/We further agree that the Bank has the right to record and retain re-cordings of telephone conversations in connection with the

perfor-mance of bank business. The recording and retention of the telephone conversations may, under certain circumstances, also be carried out for the fulfilment of legal obligations and for the purposes of providing proof. The conversations recorded are, and remain, the property of the Bank, and will be kept for a maximum period of six months. The recor-dings are not accessible to third parties unless the Bank is obligated to use them or make them available for the purpose of providing proof in any legal disputes.

9 Signing

Under inclusion of the printed conditions for a joint account/deposit, General Terms and Conditions of Business (90.100), Special conditions for dealings in securities (92.100), Special conditions for forward trading (91.100), Terms and conditions for credit transfers (90.300), Conditions for use of the Bank`s Web portal (90.200), Conditions for tolerated overdrafts at the Baader Bank Aktiengesellschaft (100.300), Information in accordance with the German „remote purchase“ law [Fernabsatzrecht] (93.100) and the Data protection declaration (No. 8), hereby I/we apply to open an account/deposit pursuant to this client base agreement. Place, date Signature/ Company stamp Place, date Signature/ Company stamp

10 Clarification regarding same-day transactions in the same financial instrument (“day trading”)

If the client intends to carry out same-day trading in the same financial instrument, e.g. securities, financial market instruments, financial instruments or derivatives, the particular risks of day trading are to be taken into consideration. The client must be aware of the following:

• Day trading can result in immediate losses • His/Her entire capital can be lost

• Additional capital must be procured if transactions are executed that produce losses exceeding his/her account capitalization • In case day trading transactions are financed by credit, the credit must be repaid irrespective of the success of the transactions • In attempting to realise profits through day trading, he/she will be competing with professionally and financially strong market participants • Day trading requires in-depth knowledge on the part of the client, particularly regarding securities markets, securities trading techniques securities trading strategies and derivative financial instruments

I have noted the contents of Section 10, “Clarification regarding same-day transactions in the same financial instrument (“day trading”)”. Place, date Signature/ Company stamp Place, date Signature/ Company stamp

11 Notes on risks regarding credit transactions

It has been drawn to the borrower’s attention that:

• He/She will not enter the “profit zone” until the return on the investment transaction financed with credit exceeds the costs of the credit and the costs of the investment transactions (commission, expenses)

• In addition to the explained risks, the credit must be repaid irrespective of the success of the transactions The borrower has noted the contents of Section 11, “Notes on risks regarding credit transactions”. Place, date Signature/ Company stamp Place, date Signature/ Company stamp

Page 5 of 5

20.410 en – as of June 2014

12 Previous investment behaviour

When executing investment/securities-related services, banks are required to request information from their clients regarding their previous investment behaviour, inasmuch as this is required to protect the interests of the clients as well as with respect to the nature and extent of the proposed transactions. The issuing of the information is voluntary and is in the client’s own interest. If the information provided is no longer applicable, the Bank should be notified accordingly so that this information can be corrected.

Which of the following investment forms have you previously transacted? Investment form Average transaction amount in

euros (thousands) Frequency (number of transactions per year) How many years’ experience do you have? Bonds Shares Foreign currency Open-end funds Warrants Options Futures

Certificates and structured products Other:

Have you ever dealt in securities on a credit basis? No Yes if yes, credit line:

Place, date Signature/ Company stamp Place, date Signature/ Company stamp

13 Warning notice

We herewith draw your attention to the fact that the Bank will be unable to assess the appropriateness of your transactions if you refuse to provide the information requested in Section 12 “Previous investment behaviour” above.

For internal use by the bank

Legitimation der Gesellschaft sowie der bei der Kontoeröffnung handelnden Personen geprüft und erfasst. Datum

Bearbeitungs-hinweis

PEP-Status Angaben bei Handeln auf Veranlassung geprüft nicht geprüft wirtschaftlich Berechtigte geprüft nicht geprüft

Unterschrift/ Sachbearbeiter