Terms and Conditions

Acceptance of Terms and Conditions

By accessing the Investor Centre, you agree to the following terms and conditions that apply to your use of the Investor Centre provided by MUFG Corporate Markets (UK) Limited (“MUFG Corporate Markets”):

Authority to register security holder and amend security holder details

You warrant that you are either the security holder, one of the joint security holders or a duly authorised officer, representative or attorney of the security holder and that you have the authority to register the security holder and their portfolio with the Investor Centre and/or access the security holder’s details through the Investor Centre. If you are a joint holder or authorised officer, you agree that you will send any communication from the company with which you hold an investment to any joint holders who is or are entitled to receive communications from the company in respect of that investment
If you add to, alter, amend or delete any of the security holder’s details contained in the Investor Centre, you warrant that you have the authority of the security holder to do so.
If your authority is under a power of attorney, you warrant that the relevant power of attorney or a certified copy of it has been previously noted by MUFG Corporate Markets or the applicable MUFG Pension & Market Services entity.

Security of Login Details

You agree that you are responsible for the security of your login details and that you will keep your login details confidential.
You agree that the login details constitute your signature for the purpose of approving any amendments to your security holder details in the Investor Centre.
If you know or ought reasonably to know that some other person is aware of your login details, you agree to notify us immediately in writing or by telephone. You should then either request new login details in writing or log onto Investor Centre to change your login details.
If you deliberately disclose the login details or you fail to take reasonable measures to ensure the security of the login details you agree that you will be responsible for any unauthorised use regardless of when you notify us.
You agree that you are providing consent for your essential user account information to be shared with and used by any MUFG Pension & Market Services entity and/or third-party organisations in England or overseas in order for MUFG Pension & Market Servicesto provide you with services in relation to your account and to administer your portfolio in accordance with the MUFG Pension and Market Services Privacy Policy
Any instruction to update static data will usually be processed promptly but should not be treated as processed until confirmed on Investor Centre. MUFG Corporate Markets may suspend the ability to update static data solely at our discretion (including during distribution periods).
We are not obliged to (but may at our discretion) verify any instructions or changes submitted via Investor Centre.
You will review the information on Investor Centre and notify us in writing if you believe the information to be incorrect or incomplete.

Acknowledgement of no financial advice or offer of securities

The Investor Centre does not contain investment advice and you should consult an independent legal, financial or other adviser to help form your own opinion on any investment decision. You should also consult appropriate professional advisers about any legal, stamp duty, taxation and accounting implications of your investments or any changes you make to your security holder details in the Investor Centre.
No statement in this Investor Centre constitutes a recommendation, offer or invitation to invest in any investments, securities or financial products of any party.

Content and use of Investor Centre

The Investor Centre contains a summary of information collected from third parties or that information provided by you or your authorised representative(s). MUFG Corporate Markets makes no representation or warranty as to the accuracy or reliability of the information in the Investor Centre.
In submitting information to the Investor Centre you agree to the use of that information by MUFG Corporate Markets in accordance with MUFG Pension & Market Services and where necessary, the transfer of the information to the relevant issuer or broker or to the extent required by law, to any government department or authority or law enforcement agency.
The Investor Centre may contain links to web sites controlled by third parties. MUFG Corporate Markets does not endorse the content of any third-party web sites and disclaims any liability for any information, materials, products or services posted or offered on those web sites.
The information contained in the Investor Centre is for your personal use and may not be on-sold. You may not distribute any information in the Investor Centre other than to person(s) authorised to receive that information or to your professional advisers for the purpose of obtaining advice in relation to your security holdings. You may print or retain electronic copies of information contained within the Investor Centre to that extent necessary to maintain your own investment and taxation records. You are responsible for the security of any copies taken from the Investor Centre.
You must ensure that your access to the Investor Centre is not illegal or prohibited by laws which apply to you including the jurisdiction to which you reside. You must take your own precautions to ensure that the process which you employ for accessing the Investor Centre does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your computer system. MUFG Corporate Markets does not accept responsibility for any interference or damage to a computer system which arises in connection with your use of this web site or any linked web site, nor does MUFG Corporate Markets accept responsibility for any losses you may incur arising from your use of the internet or any Wi-Fi network whether secured or unsecured, personal or private.
Please note that if you update or change any information contained in your Investor Centre account (for example your address), such updated information may not be immediately visible in Investor Centre.
Unless indicated otherwise or requested, all amounts quoted in the Investor Centre are in British Pounds. The price shown is indicative only - prices may go up as well as down.
Any balance of shares shown as being held by you does not include any transaction which may be in the course of processing. In this context, the information shown is indicative only and should not be relied on to support any contemplated transactions.
Please note that if you have holdings of shares using different names or registered to different addresses, Investor Centre will not necessarily make any link between them or amalgamate them in any way.

Copyright and Trademarks

Copyright and all intellectual property in Investor Centre in this web site (including text, graphics, logos, icons, sound recordings and software, other than issuer’s trademarks or publications) is owned or licensed by MUFG Corporate Markets or its licensors. Other than as expressly provided for in these terms and conditions, you may not in any form or by any means:
1. adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of the Investor Centre or its software; or
2. commercialise any information, products, software or services obtained from any part of the Investor Centre without our express written permission.
3. you must not attempt to access the software or computer systems supporting the Investor Centre.
Nothing displayed in the Investor Centre should be interpreted as granting you any right to use or distribute any names, logos, trademarks or service marks.

Privacy Policy

MUFG Corporate Markets collects personal information about you and we are committed to protecting this information and your privacy. A full copy of MUFG Pension & Market Services’s privacy policy is available online at https://eu.mpms.mufg.com/privacy/ /. Nothing in these terms and conditions varies or amends MUFG Corporate Markets’ Privacy Policy available in the Investor Centre.

Security of Information

MUFG Corporate Markets does not warrant and cannot ensure the security of any information which you transmit to the Investor Centre. Any information which you transmit is transmitted at your own risk. Once your transmission is received, the information it contains will be recorded and maintained in accordance with MUFG Corporate Markets’ Privacy Policy.
MUFG Corporate Markets will take all reasonable measures to ensure the security of the Website is not compromised. However, there are inherent risks in using an online system. We cannot guarantee Investor Centre will be free from:
1. technical failure or corruption;
2. error or delay; or
3. misuse, fraudulent use or access by unauthorised persons.
You accept that, from time to time, sending information through Investor Centre may be unavailable, interrupted or restricted whether due to circumstances beyond our reasonable control including, for example, a lack of availability or interruption of the internet or other telecommunication system or otherwise.
We will make reasonable efforts to make sure that Investor Centre is available, but cannot ensure that you will always be able to access Investor Centre. In particular, we may from time to time, have to suspend Investor Centre to maintain or upgrade it, or you may not be able to access Investor Centre because of problems with telephone networks or because you are in an area that does not have mobile telephone coverage. We will not be liable to you if Investor Centre is unavailable.
We may change, modify, amend or remove some or all of the functionality or content of Investor Centre at any time, including adding access to new or additional services.
By creating a Investor Centre account, you are accepting Investor Centre as a means of information provision and transaction processing (where offered) in respect of your investments, including, but not limited to transaction confirmations/contract notes and the provision of periodic statements. You should ensure you review your Investor Centre account and the information regarding your Investment(s) regularly. We may also communicate with you online regarding your Investor Centre account using the most recent email address, telephone number or other contact details that you have given us.
Any document or communication made available by MUFG Corporate Markets to you via Investor Centre will be deemed to have been received by you once uploaded to Investor Centre by us.

Amendment and Termination

MUFG Corporate Markets may, in its sole discretion, amend these terms and conditions from time to time. Amendments will be effective immediately upon their publication in the Investor Centre. Your use of the Investor Centre or continuation of your registration with the Investor Centre following the publication will constitute an agreement by you to be bound by the terms and conditions, as amended.
Your access to the Investor Centre may be terminated at any time by MUFG Corporate Markets, or by you. These terms and conditions continue to apply despite termination of your access to the Investor Centre.
You may delete your Investor Centre Portfolio through the Investor Centre portal in the ‘Settings’ section or by contacting us from the ‘Contact Us’ section of Investor Centre.
MUFG Corporate Markets may delete inactive or empty Portfolios at any time. We note that any deletion will not change or amend your underlying security holdings.
MUFG Corporate Markets will be entitled to end your use of the Investor Centre immediately in respect of any security included in your Portfolio which you hold jointly with others, if any joint holder objects to that holding being included in your Portfolio.

Disclaimer and Limitation of Liability

Except for warranties that cannot be excluded by law, no warranty either express or implied is given by MUFG Corporate Markets in respect to the Investor Centre or any service provided in the Investor Centre.
To the extent permitted by law, in no event will MUFG Corporate Markets or any MUFG Pension & Market Services entity be liable for any loss or damages, including without limitation direct or indirect, special, incidental or consequential damages, losses or expenses arising in connection with the Investor Centre, the unauthorised use of your login details if the unauthorised use occurs before, or within 24 hours after, you notify us, or your use of or inability to use the Investor Centre, including without limitation any errors or omissions in information in the Investor Centre, any delays or errors in the processing of information you submit to the Investor Centre or from computer viruses, even if MUFG Corporate Markets is advised of the possibility of, or could reasonably expect, such damages, losses or expenses. To the extent permitted by law, any liability under any condition or warranty that cannot be excluded is limited at MUFG Corporate Markets’ option, to the re-supply of the services or payment for the same to a client of a MUFG Corporate Markets entity.
MUFG Corporate Markets accepts no responsibility for any damage, loss or liability to individuals or entities in respect of an investment when it is acting on a proper instruction received from a user authorised to act in respect of such investment.

Indemnity

To the extent permitted by law, you indemnify MUFG Corporate Markets and its directors, officers, employees and contractors from any loss or damages including without limitation direct or indirect, special, incidental or consequential damages and legal costs on a full indemnity basis arising from your breach of these terms and conditions.

Governing Law and Interpretation

These terms and conditions are governed by the laws in force in England and you irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.
Each MUFG Pension & Market Services entity has the right to enforce these terms and conditions in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. Except for such MUFG Pension & Market Services entity, nothing in these terms and conditions shall confer or is intended to confer on any third party any benefit or the right to enforce any terms contained herein for the purposes of the Contracts (Rights of Third Parties) Act 1999.
These terms and conditions shall be interpreted so as to comply with all applicable unfair contract laws.

Additional Services T&Cs

Corporate events

A company may, from time to time, announce a corporate event, including, but not limited to, a rights issue or a reorganisation.
If, pursuant to such an event, the company offers you any facility to participate in the event through Investor Centre, special conditions may apply to the corporate event in addition to these general conditions of use. If this is the case, you will be notified of those special conditions when you seek to connect onto the particular Investor Centre.

eProxy voting

If a company has chosen to provide you with the facility to electronically appoint a proxy to attend and vote at a meeting of the Company ("eProxy Voting") you may do so by using the Investor Centre.
Appointments of proxy for a general meeting of the company must be received by MUFG Corporate Markets by no later than the closure time and date for the receipt of appointments of proxy for that meeting, as laid down by the company. This will appear on the formal notice of meeting, accompanying documentation and also may be shown on the company’s website. Once the closing time and date has passed it will no longer be possible to appoint a proxy for that meeting using Investor Centre.
The constitutional documents of the company may set out rules as to priority to be given as between two or more valid but differing appointments of proxy received in respect of the same share for use at the same meeting. In some instances it may be that the receipt of conflicting proxies will result in none of them being treated as valid in respect of that share. It is your responsibility to ensure that your proxy is validly appointed.
If conflicting instructions or appointments are given by joint holders, the constitutional documents of the company and/or any other agreement you may have with MUFG Corporate Markets regarding the Shares will decide which prevails.
If you appoint a proxy using the Investor Centre, the appointment is treated as received when it is recorded by MUFG Corporate Markets’s server in a way capable of being reproduced in legible form.
Investor Centre cannot be used to appoint a proxy for part of your shares.
Neither MUFG Corporate Markets nor the company will be under any obligation to accept through the Investor Centre an appointment that is conditional.
You will only be able to use Investor Centre to appoint a proxy once you have confirmed your identity by entering your login details. Additionally, MUFG Corporate Markets shall be entitled (but not obliged) before acting on a message to perform further checks as to whether it has been properly authorised by you, including requiring a written confirmation of an appointment.
If you wish, you can use Investor Centre to advise whether you intend to attend the meeting in person.
MUFG Corporate Markets will not have any liability for proxy appointments accepted or rejected via Investor Centre in good faith.
The constitutional documents of the company may impose further requirements as to authentication of an appointment of proxy and other limitations, restrictions or conditions (in some instances at the company's directors' discretion), in which case your appointment of proxy shall only be valid once such requirements have been satisfied.

eComms service

If a company has decided to offer you the possibility of receiving communications electronically, rather than through the conventional postal system (the "eComms Service") you can take up this option by selecting to receive company communications via email. It will be your responsibility to ensure that the details of your email address are accurate and that any change in your e-mail address is notified immediately to MUFG Corporate Markets.
The eComms Service does not discriminate between holders of the same class and is available to all such holders on equal terms. Please note, however, that it is for the company to decide which electronic functions are to be made available to which classes of holder.
The eComms Service is aimed at individuals with UK or Irish registered holdings and may not be available to persons outside of the UK and Ireland or persons in countries which do not permit electronic communications from companies. We may from time to time notify you of the geographical limits on the availability of the eComms Service. In every case, it is your responsibility to ensure that the use of the eComms Service is legal in your country of residence and that you comply with all local legal requirements.
Should the company decide to communicate with you (or certain categories of holders) electronically your selection of the eComms Service option will be taken as indicating your election to receive such communications in an electronic format. This mailing preference will be applied to any communication in respect of the company where electronic mailing is offered (for example, depending on the company, communications such as notices of general meetings and annual report & accounts). Where electronic mailing is not offered or for certain communications which must be sent in paper form, you will continue to receive them via mailings from the company by post. It will be at the discretion of the company as to what communications are sent electronically to holders.
If at any time in the future, you decide that you no longer wish to receive communications electronically, you should de-select the eComms Service option on this website.
You must ensure that the email address notified to MUFG Corporate Markets is maintained and in operation and that you check your email account regularly for new eComms Service messages.
After you have selected the eComms Service option, you will receive either a notification by email (a "Notice of Availability") or such other document as may be involved, informing you that documents have been issued by the company and are available to be viewed or downloaded from a specified web site address or attaching the relevant documents issued by the company.
On receipt of a Notice of Availability, you should connect to the specified web site address notified to you and access the relevant documents.
If the relevant documents have been attached to the email you receive, you should open the attachment to access the relevant documents.
You agree that MUFG Corporate Markets is not required to give any further notice to you, nor actually physically send or post the documents to you (subject to clause 60.
From time to time the Company, MUFG Corporate Markets or MUFG Corporate Markets’ affiliated companies may wish to advise you of other services and/or products. When selecting the eComms Service option on this website, you may see a box which allows you to choose whether or not to receive such information. You may change your choice at any time on this website. Please note that if you have elected not to receive any marketing material (or if you do so in the future) in connection with any other agreements with the company, this will not automatically cancel the choice on this website until you also cancel your consent to receive any marketing within this website.
You should note that, under these general conditions of use, MUFG Corporate Markets’s obligations will be satisfied when it sends the Notice of Availability or such other document as may be involved, to the email address supplied by you. Please also note that notices or other documents are deemed to have been sent when they or the relevant Notice of Availability are first transmitted, irrespective of when they are received.
If MUFG Corporate Markets becomes aware that an electronic notification to you has not been successfully transmitted, and subsequent attempts do not remedy the situation, we will send you a paper copy of the communication to which it relates by post. It is your obligation to ensure that the details of your email address are accurate and that any change in your e-mail address is notified immediately to MUFG Corporate Markets.
Your election to receive the eComms Service and your relevant contact details will stand until such time as the Company, or MUFG Corporate Markets on behalf of the company, receives directly alternative instructions from you in the appropriate form.
If the company is incorporated under the laws of Ireland and you have elected to receive the eComms Service, you:

authorise and consent (in accordance with the Electronic Commerce Act) to MUFG Corporate Markets and the company communicating with you by means of electronic communication, including e-mail, in accordance with the Electronic Commerce Act;
where information is communicated electronically to you, waive any entitlement to receive such communication by post, facsimile transmission or any other mode of transmission other than as specifically provided for in these general conditions of use;
acknowledge that an e-mail communication sent to you by MUFG Corporate Markets and the company constitutes effective receipt by you of the document referred to therein for the purpose of the Companies Act 2014 of Ireland, Electronic Commerce Act (in each case, as amended, supplemented or replaced from time to time) or any other applicable legislation; and
acknowledge that all decisions in relation to the method of presentation and methods and periods of retention of the information communicated to you electronically by means of Investor Centre are at the discretion of MUFG Corporate Markets and/or the company. You further acknowledge that it is your responsibility to obtain a copy, if so desired, of such information during the period in which it is accessible through Investor Centre.

authorise and consent (in accordance with the Electronic Commerce Act) to MUFG Corporate Markets and the company communicating with you by means of electronic communication, including e-mail, in accordance with the Electronic Commerce Act;
where information is communicated electronically to you, waive any entitlement to receive such communication by post, facsimile transmission or any other mode of transmission other than as specifically provided for in these general conditions of use;
acknowledge that an e-mail communication sent to you by MUFG Corporate Markets and the company constitutes effective receipt by you of the document referred to therein for the purpose of the Companies Act 2014 of Ireland, Electronic Commerce Act (in each case, as amended, supplemented or replaced from time to time) or any other applicable legislation; and
acknowledge that all decisions in relation to the method of presentation and methods and periods of retention of the information communicated to you electronically by means of Investor Centre are at the discretion of MUFG Corporate Markets and/or the company. You further acknowledge that it is your responsibility to obtain a copy, if so desired, of such information during the period in which it is accessible through Investor Centre.