Common use of Dealing Clause in Contracts

Dealing. 18.1. This clause will apply wherever we arrange or execute transactions for you. 18.2. We may refuse to carry out a transaction for you if: ▇▇.▇.▇. ▇▇ carrying out the transaction we reasonably believe that we may breach the FCA Rules, or any other applicable law or regulation, or otherwise be exposed to action or ensure from any governmental, regulatory or other law enforcement agency; 18.2.2. we are not reasonably satisfied that you have the right to deal in the investments which the transaction involves. In this case, we will not execute the transaction until you have given us proof which is reasonable satisfactory to us; 18.2.3. the instructions you have given us are unclear, or we have reasonable grounds to believe that the instructions are unclear, were given in error or were not given by you or someone you have authorised to give instructions on your behalf; and 18.2.4. we have not received any information which we reasonably require and which is necessary for us to carry out the transaction. 18.3. If we receive an instruction from you to carry out a transaction, we will do so as soon as is reasonably practicable. 18.4. We will carry out the transaction in accordance with all regulatory and market requirements, including the FCA Rules. 18.5. When we act on your behalf, we will execute transactions in line with "best execution". Best execution is our obligation under FCA Rules to obtain the best possible result for our clients. More information about best execution is contained in our Best Execution Policy. If you would like to receive a copy, please do ask us. 18.6. If you give us specific instructions about how to deal on your behalf, we may agree to act in accordance with your instructions rather than our Best Execution Policy. This may mean we are unable to achieve the best possible result for you, and the terms of the transaction may be adversely affected. 18.7. You authorise us to carry out transactions, on your behalf, outside of a Trading Venue if we believe it is in your best interests to do so. 18.8. When we carry out a transaction for you, we may combine your order and our own orders. This is known as "order aggregation". We will only do this if we reasonably believe that the order aggregation is unlikely to work to your overall disadvantage. However, the result of the order aggregation may be to your disadvantage in relation to a single order.

Dealing. 18.18.1 We may open and maintain an investment account (the “Account”) for you to enable you to invest in the securities from time to time. 8.2 We may execute your dealing instructions upon any market or exchange and through any clearing house selected by us, including executing a transaction which is not regulated by any stock exchange, unless specifically instructed by you to the contrary. 8.3 Assets and profits arising on settlement or liquidation will be credited to your Account and losses will be debited to your Account. This clause Any debt balance arising as a result of settlement or liquidation will apply wherever be payable by you forthwith whether or not demanded by us. 8.4 We shall be entitled to carry out all transactions in accordance with the constitution by laws, rules, regulations, customs or practices of the relevant market, exchange and/ or clearing house and with applicable laws whether imposed on you or us. We may take all such steps as may be required or permitted by such laws, rules, regulations, customs and/or market practice. We will be entitled to take or not take any reasonable action we arrange or execute transactions for consider fair in order to ensure compliance with the same and all such actions so taken will be binding upon you. 18.2. 8.5 We may refuse will not knowingly execute or agree to carry out execute a transaction for you if: ▇▇.▇.▇which would result in your having a short position. ▇▇ carrying out the transaction we reasonably believe that we may breach the FCA RulesA short position arises when a person contracts to sell investments which he/she does not currently own, or any other applicable law or regulation, or otherwise be exposed intending to action or ensure from any governmental, regulatory or other law enforcement agency; 18.2.2. we are not reasonably satisfied that you have the right to deal buy then in the marker at a lower price, before the investments which are due to be derived to the transaction involves. purchaser. 8.6 In this case, we will not execute the transaction until you have given us proof which is reasonable satisfactory to us; 18.2.3. the instructions you have given us are unclear, or we have reasonable grounds to believe that the instructions are unclear, were given in error or were not given by you or someone you have authorised order to give instructions on effect to your behalf; and 18.2.4. we have not received any information which we reasonably require and which is necessary for us to carry out the transaction. 18.3. If we receive an instruction from you to carry out a transaction, we will do so as soon as is reasonably practicable. 18.4. We will carry out the transaction in accordance with all regulatory and market requirements, including the FCA Rules. 18.5. When we act on your behalf, we will execute transactions in line with "best execution". Best execution is our obligation under FCA Rules to obtain the best possible result for our clients. More information about best execution is contained in our Best Execution Policy. If you would like to receive a copy, please do ask us. 18.6. If you give us specific instructions about how to deal on your behalfdealing instructions, we may agree to act instruct an intermediate broker selected by us in accordance with your instructions rather than our Best Execution Policy. This may mean we are unable to achieve the best possible result for you, and the terms of the transaction discretion which may be adversely affectedan Associate. We undertake to use reasonable care and skill in the appointment and supervision of any other intermediate broker and to make available to you and take such action on your behalf as you may reasonably request in relation to any rights we have against such intermediate broker subject to this we accept no liability for default of any intermediate broker or exchange clearing house marker or depository. 18.7. You authorise us to carry out transactions, on your behalf, outside of a Trading Venue if we believe it is in your best interests to do so. 18.8. When we carry out a transaction 8.7 In executing transactions for you, we may combine in our absolute discretion deal with you as principal or agent. 8.8 We may at our discretion aggregate your order and orders with our own orders. This is known as "order aggregation"orders or those of other clients of ours or our Associates. We will only do allocate the proceeds of such orders among the participating accounts in a manner which we believe to be fair and equitable. If the combined order is not executed at the same price we may average net price. Details of average price will be furnished on request. Such allocation may take place within one business day of execution. In aggregating your orders in this if way, we must reasonably believe that the order aggregation is unlikely to work this will be to your overall disadvantageadvantage, for instance to obtain better execution or reduced foreign exchange or other dealing costs by being part of a larger transaction. However, the on occasion, aggregation and allocation may result in you obtaining a less favourable price. 8.9 Where we are unable to consider it to be undesirable or inappropriate to execute your order at once or in a single transaction we may execute it over such period as we deem appropriate and we may report to you an average price for a series of transactions so executed instead of the order aggregation actual price of each transaction 8.10 We may undertake a programme trade or trades comprising a single transaction series of transactions on your behalf. In doing so we may act as principal or agent but will not be required to notify you in which of these capacities we are executing the transaction. 8.11 The purchase, sale, redemption and conversion of Securities may be subject to your disadvantage minimum transaction size or value, and may have to be consolidated with similar transactions or other clients, and may only be acted upon by us if such minimum size or value transaction is achieved. 8.12 Transactions relating to securities will in addition to the terms and conditions herein, be determined and governed by the terms and conditions of the issuer of the security including limitations relating to investment level, tenor, cost, procedure and frequency of purchase, sale, redemption, conversion and valuation, and you agree to read and otherwise familiarize yourself with and to be bound by the terms and conditions of the issuer of the security. 8.13 We may impose further terms and conditions in relation for transactions in particular securities, in addition to a single orderthese terms and conditions. The new terms and conditions will be communicated by way of written notice or broadcast or media advert.

Dealing. 18.18.1 We may open and maintain an investment account (the “Account”) for you to enable you to invest in the securities from time to time. 8.2 We may execute your dealing instructions upon any market or exchange and through any clearing house selected by us, including executing a transaction which is not regulated by any stock exchange, unless specifically instructed by you to the contrary. 8.3 Assets and profits arising on settlement or liquidation will be credited to your Account and losses will be debited to your Account. This clause Any debt balance arising as a result of settlement or liquidation will apply wherever be payable by you forthwith whether or not demanded by us. 8.4 We shall be entitled to carry out all transactions in accordance with the constitution by laws, rules, regulations, customs or practices of the relevant market, exchange and/or clearing house and with applicable laws whether imposed on you or us. We may take all such steps as may be required or permitted by such laws, rules, regulations, customs and/or market practice. We will be entitled to take or not take any reasonable action we arrange or execute transactions for consider fair in order to ensure compliance with the same and all such actions so taken will be binding upon you. 18.2. 8.5 We may refuse will not knowingly execute or agree to carry out execute a transaction for you if: ▇▇.▇.▇which would result in your having a short position. ▇▇ carrying out the transaction we reasonably believe that we may breach the FCA RulesA short position arises when a person contracts to sell investments which he/she does not currently own, or any other applicable law or regulation, or otherwise be exposed intending to action or ensure from any governmental, regulatory or other law enforcement agency; 18.2.2. we are not reasonably satisfied that you have the right to deal buy them in the market at a lower price, before the investments which are due to be derived to the transaction involves. purchaser. 8.6 In this case, we will not execute the transaction until you have given us proof which is reasonable satisfactory to us; 18.2.3. the instructions you have given us are unclear, or we have reasonable grounds to believe that the instructions are unclear, were given in error or were not given by you or someone you have authorised order to give instructions on effect to your behalf; and 18.2.4. we have not received any information which we reasonably require and which is necessary for us to carry out the transaction. 18.3. If we receive an instruction from you to carry out a transaction, we will do so as soon as is reasonably practicable. 18.4. We will carry out the transaction in accordance with all regulatory and market requirements, including the FCA Rules. 18.5. When we act on your behalf, we will execute transactions in line with "best execution". Best execution is our obligation under FCA Rules to obtain the best possible result for our clients. More information about best execution is contained in our Best Execution Policy. If you would like to receive a copy, please do ask us. 18.6. If you give us specific instructions about how to deal on your behalfdealing instructions, we may agree to act instruct an intermediate broker selected by us in accordance with your instructions rather than our Best Execution Policy. This may mean we are unable to achieve the best possible result for you, and the terms of the transaction discretion which may be adversely affected. 18.7. You authorise us to carry out transactions, on your behalf, outside of a Trading Venue if we believe it is in your best interests to do so. 18.8. When we carry out a transaction for you, we may combine your order and our own orders. This is known as "order aggregation"an Associate. We will only do this if we reasonably believe that undertake to use reasonable care and skill in the order aggregation is unlikely appointment and supervision of any other intermediate broker and to work make available to your overall disadvantage. However, the result of the order aggregation may be to your disadvantage in relation to a single order.you

Dealing. 18.14.1 We will place all orders in accordance with these Terms as per our Order Execution Policy. This clause means that when executing orders on your behalf we will apply wherever we arrange or execute transactions take all reasonable steps to achieve the best outcome for you. We will annually review this policy in order to ensure that it allows us to obtain the best results for our clients and an updated copy of this policy is available upon request or at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇.▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 4.2 We will not issue contract notes directly to you. However, they will be available via our client portal, available at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. You should retain all contract notes for taxation purposes. 18.24.3 We will not normally aggregate orders, i.e. add one client’s order to others, but we may do so if we consider this to be in your best interests. Aggregation of orders in this way may in some cases lead to a transaction being dealt at an inferior price than might have been achieved under normal circumstances. 4.4 Should your account contain a ‘leveraged instrument’ and the instrument in question depreciates by more than 10%, and thereafter at multiples of 10%, from its original value, an email will be sent to you on the business day following the depreciation. 4.5 We may deal for you in investments that are the subject of or could be affected by stabilisation. The effect of this may keep the share price at an artificial level and should not be taken as any indication of the level of interest from other investors. 4.6 Please note that demand for our services and market conditions may fluctuate. We cannot accept responsibility for any actual or potential loss or expense you incur if for any reason, other than our negligence, there is a delay or change in market conditions before the execution of your order is completed. 4.7 We may refuse to carry out buy or sell if you owe us money from a transaction for you if: ▇▇.▇.▇. ▇▇ carrying out the transaction we reasonably believe that we may breach the FCA Rulesprevious deal, or for any other applicable law or regulationvalid reason. 4.8 All transactions will be subject to the rules, or otherwise be exposed to action or ensure from any governmentalregulations, regulatory or other law enforcement agency; 18.2.2. we are not reasonably satisfied that you have customs and market practice of the right to deal in the investments relevant investment exchange on which the transaction involvesis dealt. In this caseAll applicable regulations will be binding on you. Please note, we unless specifically requested to the contrary our default will not be to execute transactions via the transaction until you have given us proof which is reasonable satisfactory to us;London Stock Exchange. 18.2.3. the instructions you have given us are unclear, or we have reasonable grounds to believe 4.9 You should be aware that the instructions are unclear, were given in error or were not given by you or someone you have authorised to give instructions on your behalf; and 18.2.4. we have not received any information which we reasonably certain securities require and which is necessary for us to carry out notify them of the transaction. 18.3investor’s nationality. If we receive an instruction from you the proportion of overseas shareholders exceeds a stated proportion, they are empowered to carry out a transaction, we will do so dispose of shareholdings as soon as is reasonably practicable. 18.4. We will carry out the transaction in accordance with all regulatory and market requirements, including the FCA Rules. 18.5. When we act on your behalf, we will execute transactions in line with "best execution". Best execution is our obligation under FCA Rules to obtain the best possible result for our clients. More information about best execution is contained in our Best Execution Policy. If you would like to receive a copy, please do ask us. 18.6. If you give us specific instructions about how to deal on your behalf, we may agree to act in accordance with your instructions rather than our Best Execution Policythey see fit. This may mean we are unable to achieve the best possible result for you, and the terms in a compulsory disposal of the transaction may be adversely affectedyour shares. 18.7. You authorise us to carry out 4.10 Partners, employees, associates and authorised representatives of Redmayne Bentley may have a position or engage in stock market transactions, on your behalf, outside of a Trading Venue if we believe it is in your best interests to do so. 18.8. When we carry out a transaction for you, we may combine your order and our own orders. This is known as "order aggregation". We will only do this if we reasonably believe that the order aggregation is unlikely to work to your overall disadvantage. However, the result of the order aggregation may be to your disadvantage in relation to a single order.

Dealing. 18.14.1 Each order you place constitutes an offer to purchase the services detailed in these Terms. This clause will apply wherever we arrange Once accepted by us, your order is irrevocable, unless, prior to its execution, you receive confirmation from us of any amendment or execute transactions for youcancellation. 18.24.2 Client instructions may be made by telephone or in person. The majority are received by telephone and this is the preferred way for us to accept orders. We may refuse also, at our discretion, accept instructions by letter, fax or email but these may be subject to carry out a transaction time delay before execution. We will record the date and time that an instruction is placed. Our records will be conclusive evidence of your instruction. Telephone calls are recorded. 4.3 We will place all orders in accordance with our Order Execution Policy. This means that when executing orders on your behalf we will take all reasonable steps to achieve the best outcome for you, taking into account the nature of your order, the priorities you if: place upon us in fulfilling those orders and the market in question. We will annually review this policy in order to ensure that it allows us to obtain the best results for our clients and an updated copy of this policy is available upon request or at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇.▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 4.4 Where you ask us to trade in investments not directly covered by our Order Execution Policy, (for example those traded outside a regulated market) we will require your express consent to do so, before undertaking such orders. ▇▇ carrying out the transaction we reasonably believe that we This may breach the FCA Rules, or any other applicable law or regulation, or otherwise be exposed to action or ensure from any governmental, regulatory or other law enforcement agency; 18.2.2. we are not reasonably satisfied that you have the right to deal result in a delay in the investments order(s) being executed. 4.5 There are two main ways in which the transaction involves. In this case, we you can give us an instruction and your contract note will not execute the transaction until indicate which of these you have given us proof which is reasonable satisfactory to us; 18.2.3. It is important to understand these: • At Best (or at ‘Market’): This is by far the instructions you have given us are unclear, or we have reasonable grounds to believe most common type of instruction which serves clients very well. What it means is that the instructions are unclear, were given in error or were not given by you or someone you have authorised to give instructions on your behalf; and 18.2.4. we have not received any information which we reasonably require and which is necessary for us to carry out the transaction. 18.3. If we receive an instruction from you to carry out a transaction, we will do so normally check the current market price whilst you are on the telephone, and deal as soon as is reasonably practicable. 18.4possible. We will carry out the transaction in accordance with all regulatory and As market requirementsprices can change at any time, including the FCA Rules. 18.5. When we act on your behalf, we will execute transactions in line with "best execution". Best execution is our obligation under FCA Rules to obtain the best possible result for our clients. More information about best execution is contained in our Best Execution Policy. If you would like to receive a copy, please do ask us. 18.6. If you give us specific instructions about how to deal on your behalf, we may agree to act in accordance with your instructions rather than our Best Execution Policy. This may mean we are unable to achieve the best possible result for you, and the terms of the transaction may be adversely affected. 18.7. You authorise us to carry out transactions, on your behalf, outside of a Trading Venue if we believe accept that it is in your best interests possible the price could have moved up or down since it was quoted to do soyou. 18.8. When we carry out a transaction for you, we may combine your order and our own orders. This is known as "order aggregation". We will only do this if we reasonably believe that the order aggregation is unlikely to work to your overall disadvantage. However, the result of the order aggregation may be to your disadvantage in relation to a single order.