TERMS AND CONDITIONS OF THE EMPLOYEE SHARE ACCOUNT
The Employee Share Account Service is administered by Global Shares Execution Services Limited (“Global Shares Malta”) on behalf of and under an arrangement with Skanska AB (the “Company”). Global Shares Malta is an authorised MiFID investment firm and regulated by the Malta Financial Services Authority to provide certain investment services. These terms and conditions form a legally binding agreement between you and Global Shares Malta and set out the basis upon which Global Shares Malta provides the Employee Share Account Service to you. These terms and conditions may be changed from time to time on the basis outlined below. An up to date version is available on our EquityGateway website.
For residents of the USA your order will be passed to Global Shares Execution Services, a division of Benjamin & Jerold Brokerage I LLC (“Global Shares Execution Services”) (“US Broker”). For non-US residents your order will be received by Global Shares Malta and transmitted to the executing broker.
Global Shares Malta, Global Shares Ireland Limited and Global Shares Execution Services shall together be referred to as “Global Shares”.
No information in these terms and conditions is intended to constitute an invitation or recommendation to invest or otherwise deal in securities in the Company. The Employee Share Account Service is available on an execution – only basis. Please note that the value of Securities and the income from them may go down as well as up which may result in you receiving less than you originally invested. Neither the Company nor any member of the Global Shares Group provides any investment, taxation, legal or other advice in connection with the Employee Share Account Service, or any advice or assessment of the merits or suitability of holding the Securities or using the Employee Share Account Service. You should exercise your own judgement when making any decision in relation to any dealings in the Securities in the Company and ensuring that the Employee Share Account Service meets your own requirements.
The Employee Share Account Service is only available to individuals, who participate in a Share Plan. If you wish to use this service, it is solely your responsibility to ensure that you are legally permitted to join the Employee Share Account Service, for completing any necessary formalities and to inform yourself about and observe any applicable legal requirements including (without limitation) any reporting, tax or exchange control requirements as these relate to your participation in the Employee Share Account Service. Where these terms and conditions have been received in a country where the provisions of such a service would be contrary to local laws or regulatory procedures or legal formalities, these terms and conditions should be treated as being for information purposes only. If there is any doubt regarding your suitability to join the Employee Share Account Service, you should seek independent professional advice. Should it materialise that you are subject to the jurisdiction of such a country we may, at our discretion or at the direction of the Company, cancel your participation in the Employee Share Account Service.
Please note that in the event of any conflict between these terms and conditions and the Share Plan Rules, the Share Plan Rules will prevail to the extent of such conflict.
In these terms and conditions, the following words and phrases have a special meaning as set out below:
“Appointed Tax Agent” means any tax advisor appointed by a member of the Company Group to calculate Tax;
“Award” means any equity award other than an Option;
“Backup Withholding” means any United States tax to be withheld under section 3406 of the Internal Revenue Code on the sale of securities;
“Broker” means the broker, dealer or market maker which we use from time to time in order to execute your instructions;
“Business Day” means, any day on which the exchange where your Securities are listed is open for business;
“Cash Payment” means, where permitted by the Share Plan Rules, the payment to you of a cash amount resulting from the exercise of your Option equal to the current market value of the number of Securities over which your Option was exercised, less the Option Cost that would have been payable on that exercise and Tax if applicable and deducted;
“Cash Payment Provider means the bank or payment provider which we use from time to time to arrange for cash to be paid to you via the conversion of certain monies payable to you pursuant to the Employee Share Account Service to be converted into a currency of your choice and paid to you via foreign currency electronic payments (otherwise known as International Wire);
“Company” definition provided on first page;
“Company Group” means the Company and any directly or indirectly held subsidiary company;
”Global Shares Group” means Global Shares Malta and each of its parent undertakings and its and their respective subsidiary undertakings;
“Costs” means our fees, commission or other charges payable on the sale or transfer of your Vested Securities pursuant to the Employee Share Account Service as set out in clause 6;
“Employee Share Account” means the account which we open to hold your cash (through a bank as described in clause 2) and Securities under the Employee Share Account Service;
“Employee Share Account Service” means the service that we provide to facilitate your participation in a Share Plan under which:
(a) The purchase of Securities are executed and monies intended for said purchases are received and where required converted into same currency as that in which the Securities are denominated;
(b) Options are exercised;
(c) Advanced elections are submitted;
(d) Resultant Securities are sold or transferred; and
(e) The Nominee holds, your Securities and cash in the Employee Share Account.
“EquityGateway” means the Participant website portal provided by Global Shares Malta to you for use as part of the Employee Share Account Services.
“Nominee” means any company which we may appoint from time to time to hold your Vested Securities in the Employee Share Account Service;
“Option” means the right: (i) to acquire Securities at the Option Prices or, if applicable, (ii) to receive a Cash Payment, pursuant to the Share Plan;
“Option Cost” means the amount payable pursuant to the Share Plan in relation to the exercise of an Option, whether in full or in part, equal to the relevant Option Price multiplied by the number of Securities (or notional securities) in respect of which the Option is exercised;
“Option Price” means the price per Securities at which you may acquire Securities pursuant to the Share Plan which may be zero in the event that a nil cost Option has been granted;
“Participant ID” means the account number or unique username as applicable, which enables you to access EquityGateway;
“Sales Tax” means Sales Tax as applicable in the United States of America;
“Securities” means the shares or other such securities or instruments as applicable to the Company share plan in which you participate;
“Security Details” means the Participant ID and where applicable, answers to security questions which you provide on set up of your EquityGateway account;
“Self-Funded Exercise” means exercising your Option where you provide funds to cover Option Cost, Taxes and any other relevant costs;
“Sell to Cover Election” means electing to have your Securities delivered into your Employee Share Account upon vesting of your Awards, sufficient of such Securities sold to cover Costs and, if applicable and deducted, Tax and Backup Withholding and retain the balance of such Vested Securities in your Employee Share Account;
“Sell to Cover Exercise” means exercising your Option in full or part, arranging for all resultant Securities to be delivered into your Employee Share Account;
“Share Plan” means any share plan from time to time in respect of which the Company issues Awards or Securities to you or you provide cash to fund the purchase of Securities;
“Share Plan Rules” means the documentation governing your participation in the Share Plan;
“Stamp Duty” means stamp duty reserve tax;
“Stock Exchange Trading Day” means any day (excluding Saturday and Sunday) on which the exchange on which the Securities as listed and traded is open for business;
“tax” or “taxation” means any tax, duty or levy which may be imposed on the purchase, sale, transfer or other disposition of securities or on dividends received in respect thereof;
“Tax” means any income tax and/or social security contribution (or equivalent) and/or US Medicare which may be levied on the exercise of your Option or vesting of your Awards;
“Us” or “we” means either Global Shares Malta or Global Shares Execution Services as applicable;
“Vested Securities” means the Securities held on your behalf through the Employee Share Account Service;
“You” means the person holding the Options or Awards pursuant to the Share Plan or Securities using the Employee Share Account Service.
2.1 By agreeing to participate in the Share Plan you have agreed:
(a) That you have read and understood these terms and conditions and agreed to be bound by these terms and conditions;
(b) If required that a portion of your salary or funds otherwise made available will be remitted by the member of the Company Group which you are employed by to us so that we may invest it in Securities;
(c) In the case that 2.1 (b) applies, then upon receipt of cleared funds in respect of such monies we will use such money to purchase Securities on your behalf and that such Securities are held in the Employee Share Account. Prior to such purchase of Securities your local currency may be converted into the same currency as that in which the Securities are denominated, as required. We may also make deductions for any taxes or charges payable by us or the Company on the purchase of such Securities or on related documents. In calculating such deductions, we will round up to the nearest penny or cent as applicable (or, where different, the equivalent denomination of the same currency as that in which the Securities are denominated). We will not pay interest on monies received pursuant to the Share Plan Rules; and
(d) To deposit your Securities into the Employee Share Account upon the award, vesting, maturity, exercise or release (as appropriate) of such Share Plan via the Employee Share Account.
As applicable, and furthermore you are deemed to have given the following confirmations and undertakings to the Global Shares Malta:
(A) you are (or were, as applicable) employed by a company within the Company Group and you own your Securities as a result of being a participant in a Share Plan;
(B) you are 18 years of age or older;
(C) you are entitled to have your Securities held in the Employee Share Account and that no other person has any rights, interests or charges in or over such Securities; and
(D) you have complied with all applicable legal and regulatory requirements necessary for you to lawfully make use of the Employee Share Account.
For the avoidance of doubt, the confirmation and undertaking given by you to us in sub-clause 2.1(D) is deemed to be repeated on each day that we or the Nominee holds Securities for you in connection with the Employee Share Account Service.
2.2 We reserve the right not to complete any transaction for you if the Security Details that you provide are not satisfactory to us, we need to obtain further information from you or if we need to comply with any legal obligation applicable to us. In particular, we reserve the right not to accept your instruction unless you have completed and return to us all relevant documents and quote your Security Details.
2.3 We will only act on instructions which are provided via EquityGateway using your Security Details or given by you. Instructions which are given by fax or on photocopied forms cannot be accepted. We will notify you in writing as soon as reasonably practicable if we decide not to accept a particular instruction.
2.4 We will assume that any communication which comes from you is from you and we will assume that any document which we receive, and which appears to have been signed by you has been authorised by you. We will not be required to establish the authority of anyone quoting or using your Security Details. Please keep these details safe since their object is to prevent fraud.
2.5 We and the Nominee are only bound by your interest in your Securities and cannot be bound by the interests of any third party. Therefore, you must not give any other person rights over your Securities or assign this agreement or any rights, benefits or obligations under the terms of this agreement to any person or entity. We will not recognise any trust in relation to Securities held by us or the Nominee and notice of any such trust will not be binding on any such member.
2.6 We are irrevocably and unconditionally appointed to act as your agent when we undertake a sale or transfer of your Securities. By agreeing to be bound by these terms and conditions, you give us your authority to sign, complete and deliver any transfer form or other document and to do anything else we think necessary to give effect to your instructions and these terms and conditions and/or to facilitate us holding your Securities for you subject to these terms and conditions.
2.7 Subject to clause 12.7 and 13.11 below, we may return any monies (after any deductions having been made in accordance with clause 6 below and without interest) and/or Vested Securities
(a) to you or the administrator or executor of your estate,
in each of the following circumstances:
(A) If you exercise your cancellation rights in accordance with clauses 7 below;
(B) If you want to stop using the Employee Share Account Service and have all of your Vested Securities transferred into your own name;
(C) If we receive notice that you are no longer an employee of the Company Group;
(D) If we advise you that we no longer wish to hold, or have the Nominee hold, Vested Securities on your behalf and that all of your Vested Securities should be transferred into your own name pursuant to clause 13.11 below; or
(E) If we receive formal notice of your death, bankruptcy or mental incapacity.
In the case of (C) above, if you have not sold or transferred your Vested Securities within the period of 8 months following notification to us by the Company Group that you are no longer an employee of the Company Group, you agree that your Vested Securities may be sold by us on your behalf and any monies resulting from the sale of your Vested Securities (after any deductions have been made in accordance with clause 6 below and without interest) will be paid to you using the payment details that we hold on file. Prior to selling such Vested Securities, we will try to verify with you and with your bank the accuracy and currency of the payment details that we hold on file. We will not sell your Vested Securities unless either you or your bank has verified the accuracy and currency of the payment details that we hold on file.
If no such payment details are held on file, we will contact you prior to a sale of your Vested Securities by us on your behalf to obtain payment details in order for payment to be paid to you. In the event that we cannot obtain payment details from you, we will continue to hold your Vested Securities until we obtain such payment details from you.
2.8 We may arrange for a Nominee to hold your Vested Securities for you. The Nominee may be a member of the Global Shares Group or we may appoint a third party. If we appoint a third party the Securities will be held at your risk on such terms and conditions as such third party may require. We will exercise reasonable care in the selection of any such third party. We shall be entitled to grant it liens and / or other security interests over the Securities. The Nominee will be the legal owner of the Vested Securities, bound by the Memorandum and Articles of Association (or equivalent constitutional documents) of the Company. You remain the beneficial owner of the Vested Securities.
2.9 We or any Nominee will hold the Vested Securities in uncertificated form.
Nothing in these terms and conditions is intended to vary any of our or the Nominee’s rights or duties in relation to the Company as set out in the Memorandum and Articles of Association of the Company (or equivalent constitutional documents, as amended from time to time) and these terms and conditions must be interpreted to give that effect.
2.10 You authorise us to pool any Vested Securities and cash we hold on your behalf in any relevant custody omnibus or bank omnibus accounts respectively. You understand and accept that by pooling your Vested Securities and cash with those of other clients you retain all rights you have as the legal owner but that your entitlement will not be identifiable by separate share certificates or other electronic records of title. Subject to clause 6 below, all client money the Nominee holds on your behalf will be maintained in an appropriately designated and named client money bank account at an EU approved bank. In the event that we, a Nominee, bank or third party became insolvent any irreconcilable shortfalls in Vested Securities or cash in the omnibus accounts may be pro-rated with all other participants in the relevant omnibus accounts and you may not recover all of your Vested Securities or cash. If, for operational purposes Global Shares is required to maintain your Vested Securities or cash in a Nominee or with a third party based in a jurisdiction outside of the EU or United States of America, then we will take all reasonable steps to protect the Vested Securities or cash in accordance with the local equivalent law and rules with regard to how your Vested Securities or cash are treated. These may be different to those in the EU or United States of America and your rights in the event of insolvency may be reduced.
2.11 You authorise us to act as your agent and to instruct the Broker, clearing house, custodian, payment or foreign exchange agent to transfer cash to make the necessary payments to the issuer, tax authority or your personal bank account as per the details provided via Equity Gateway.
2.12 For the avoidance of doubt, any Options(s) or Award(s) that you may have pursuant to a Share Plan will not be held on your behalf within the Employee Share Account – you hold such Option(s) or Award(s) yourself. As such your Option(s) or Award(s) will not be effected in the event that we or a Nominee become insolvent.
2.13 In relation to the investment services subject to regulation by the Malta Financial Services Authority, you shall be categorised as a retail client. You may request to be categorised as a professional client by contacting Global Shares Malta via EquityGateway or by post to Building D, West Cork Technology Park, Clonakilty, Co. Cork, Ireland.
3.1 Dividends received in respect of the Vested Securities will be reinvested by us by arranging the purchase of Securities through a dealing arrangement and such Securities will be held by us or the Nominee in accordance with these terms and conditions.
3.2 If we, the Nominee or the Company are required by applicable law to make any deduction from any dividend or other payment due to you, we or the Nominee (having been provided with the appropriate rates by the Company) or the Company may do so. We or the Nominee may also make deductions for stamp duty or other taxes (where known) or charges payable by us, the Nominee or the Company on dividends or other payments due to you or on related documents. In calculating such deductions, we and the Nominee will round up to the nearest penny or cent as applicable (or, where different, the equivalent denomination of the same currency as that in which the Securities are denominated).
3.3 As soon as reasonably practicable on or after receipt of your dividend, monies will be aggregated with the monies of all other Employee Share Account participants. An instruction will be passed by us to a Broker to purchase as many Securities as can be paid for from the aggregated monies remaining from the dividend amount after providing for the deduction in respect of any applicable deductions pursuant to clause 3.2 above. Monies from the aggregated funds will be applied to settle executed trades as settlement becomes due. The Broker may carry out several market transactions in order to acquire the number of Securities needed for the dividend reinvestment. To help ensure that you receive the best result, this process may take a number of days. The prices at which the Securities are purchased may vary between transactions in which case deal prices will be averaged with all Employee Share Account participants receiving the same price and this may operate to your advantage or disadvantage. The price at which Securities will be bought on your behalf will depend on the price of the Securities on the exchange on which they are traded when the deal is carried out. The Securities will be bought at the then current market price available at the time of dealing. Accordingly, you cannot specify a maximum or minimum price.
3.4 Due to the typically large size of aggregated dividend reinvestment trades, a validation process will be undertaken by us and the Broker to confirm that the correct number of Securities have been purchased for all participants in the Employee Share Account Service. Only once we are able to determine finally how many Securities will be allocated to all Employee Share Account Service participants, carried out the necessary internal audit procedures, allocated your Securities to you and send you an advice note or trade confirmation (as appropriate) on EquityGateway website, will the purchase be regarded as complete and properly executed. Depending upon the nature of the trade, this process can take up to fourteen Business Days.
3.5 You will be notified by electronic mail within one Business Day of us being satisfied that all the procedures have been completed and/or when your tax voucher (or equivalent) is available for collection from EquityGateway.
3.6 Rather than invest such monies in Securities, we may, at our absolute discretion, or at will, if required by the Share Plan Rules or law or regulation, pay out dividends in accordance with these Terms and Conditions.
3.7 If you are designated as an insider, a person discharging managerial responsibilities or similar, and if required by the Company, you authorise us to notify the Company of any trades completed by you.
3.8 If you are entitled to extra Securities (for example, through a bonus or other capitalisation issue), we or the Nominee will automatically hold the new Securities for you under these terms and conditions.
3.9 We will take all reasonable steps to ensure that, as early as reasonably practicable, you receive the same rights as you would have done if you held your Securities in your own name. If you reply in sufficient time to allow us to act, we will follow your instructions. We will not act without your instructions.
3.10 If you are entitled to buy extra Securities through a Rights Issue we will subscribe for as many of the new Securities to which you are entitled as can be paid for (after deduction of applicable dealing fees, commission and any other charges payable on the sale of your rights and subsequent purchase of Securities) by selling the balance of the rights (a “Sell to Cover” for the purposes of this clause) and hold such new Securities for you under these terms and conditions. For the avoidance of doubt we will deduct Costs from the sale proceeds of any sale of rights effected during a Sell to Cover before effecting the exercise of any rights. The exercise costs will be sent to the Company on your behalf. Any applicable residual sale proceeds following a Sell to Cover in respect of which there are no remaining rights capable of exercise will be remitted to the bank account held on our records. If no bank account is held on our records, any applicable residual sale proceeds will be remitted to you in the form of a cheque to your address as it appears on our records. In the event you do not hold sufficient rights to generate sufficient funds to effect a Sell to Cover, we will take no action in respect of your rights, the Company may make arrangements with the underwriters to offer your rights for sale and try to find investors to take up your rights, on the basis described in the prospectus relating to the Rights Issue. These terms and conditions shall apply with the necessary changes having been made including referencing rights instead of Securities or in addition to Securities. Any costs payable are set out in clauses 6 and 12 below.
3.11 If there is a takeover offer, we will tell you about it. If you reply in sufficient time to allow us to act, we will follow your instructions. We will not act without your instructions.
3.12 If there is a takeover offer or other transaction under which control of the Company is obtained and you are entitled to receive Securities or other securities in another company in exchange for your Vested Securities, either the Company or we will decide whether those shares or other securities in the other company should be held by you in your own name or by us or the Nominee on your behalf. If it is decided that they should be held by us or the Nominee on your behalf then these terms and conditions will be changed so that, with effect from the date when the transaction is completed, references to “Securities” mean the shares or securities in that other company.
3.13 Subject to these terms and conditions, where any other rights are offered in connection with your Vested securities, we will take all reasonable steps to ensure that, so far as reasonable practicable, you receive the same rights as you would have done if you held your Vested Securities in your own name.
3.14 If as a result of an event which affects your shareholding, where you are entitled to fractions of Securities, we will, so far as reasonably practicable, deal with them in a way consistent with how we would deal with fractions of Securities held by registered holders.
3.15 If we and/or the Nominee are required by the Company (or any other person, e.g. bidder on a takeover) to give warranties in order to take action in relation to the Vested Securities we or the Nominee holds for you, we may require you to give us and/or the Nominee similar warranties before we act.
3.16 For the avoidance of doubt, subject to recognising your beneficial interest in any fraction of a Security of less than one whole Security which we hold for you and any dividends received by us or the Nominee referable to such fraction of a Security, we will not recognise any rights attaching to any fraction of a Security which we hold for you. Consequently, we will neither ask you how you wish us to exercise any such rights nor pass those rights to you so that you can exercise them yourself. We will not exercise any rights attaching to any fraction of a Security which we hold for you.
4.1 We will use reasonable endeavors to ensure that you will have access to equivalent information to that sent to us or the Nominee as a registered shareholder. For example, provided you have internet access you will be able to view the annual accounts and other related documents through the Company’s website or you may obtain copies of such documents upon request directly from the Company.
4.2 We will provide you a statement at least once a year of the number of awards and Vested Securities held for you by the Nominee under the Employee Share Account Service. This will be available to you on EquityGateway.
4.3 You must check any information which we provide you access to. If you have any queries on the contents of the information you should contact us as soon as possible following its receipt.
4.4 If we discover that we have incorrectly debited or credited your account, we reserve the right to correct that account without any reference to you, but we will notify you (where relevant) of any correction which we make.
5.1 If your Vested Securities and the articles of association (or equivalent constitutional documents) of the Company entitle you to do so, you can instruct the Company that you want to (a) attend in person at a shareholder meeting and/or (b) vote at a shareholder meeting. The Company will pass your instructions to us and we provide your instructions to the share registrar to allow you to attend and/or vote at a shareholder meeting if you so wish.
In the absence of receipt of your instruction on how we should act within the timeframe stipulated neither we nor the Nominee will vote on your behalf or make the necessary arrangements for you to be able to attend the meeting in person. For the avoidance of doubt, in such circumstances neither we nor the Nominee have any duty or responsibility whatsoever to attend meetings. Neither we nor the Nominee have any duty or responsibility to cast any vote relating to your Vested Securities without your specific instruction.
5.2 For the avoidance of doubt, any right to vote attaching to any fraction of a Security which we hold for you will not be recognised. Consequently, we will neither ask you how you wish us to exercise any such right nor pass such right to you so that you can exercise it yourself.
6.1 The Company pays us an annual administration fee for administering the Employee Share Account Service.
6.2 Any sales of Securities effected will be subject to a sale commission or fee of 0.25% of the gross value of the shares subject to a minimum of SEK 110.
6.3 A fee of €SEK 75 shall apply to each electronic payment made to you for sale proceeds and to the Company for exercise costs and taxes where applicable
6.4 No fees, commission or other charges will be payable in the event that you exercise your cancellation rights in accordance with clauses 7.2 and 7.3 below.
6.5 Where you request to receive your proceeds in a currency other than the currency of the proceeds of sale, a spread of 1% will be applied. This charge may change from time to time. We will notify you in advance of any change(s) to our charges, which will only apply to instructions received after notification of such changes(s).
7.1 You have two separate rights – cancellation rights, which apply only when you first agree to these terms and conditions, and withdrawal rights, which apply at any time thereafter. They are simply two separate mechanisms you can use to leave the Employee Share Account Service.
7.2 You can cancel your activation of the Employee Share Account within fourteen calendar days of the date on which you first agree to these terms and conditions (the “Cancellation Period”) and request that, all of your Vested Securities (if any held in the Employee Share Account) should be transferred into your own name in accordance with clause 12 of these terms and conditions. However, you will lose your cancellation rights if you make a request during the Cancellation Period for us to process any payment to you or sell any of your Vested Securities for you in accordance with these terms and conditions. Furthermore, for administrative purposes when processing any dividend reinvestment it is essential that we know how many shareholders will participate in such a dividend reinvestment no later than fifteen Business Days before each relevant dividend payment date (“Cut-Off Date”). Accordingly, if you elect to use the Employee Share Account Service at a time which would result in your Cancellation Period expiring on or after the Cut-Off Date, you will be deemed to have expressly requested us to proceed to process your dividend reinvestment in accordance with these terms and conditions. The effect of this is that if we have not received a notice of cancellation from you prior to the Cut-Off Date, you will lose your cancellation rights.
7.3 If you want to exercise your right to cancel you should advise us no later than the end of the Cancellation Period. If you exercise such right to cancel during the Cancellation Period in accordance with this clause and clause 7.2 above no fees will be payable. Once the aforementioned transfer has been effected we will then no longer hold the Vested Securities for you, these terms and conditions will not apply to those Securities and we will pay out any monies that we hold on your behalf. The Employee Share Account will no longer be made available to you.
7.4 If you no longer wish to use the Employee Share Account Service after the Cancellation Period such that, subject to clause 12 below, all of our Vested Securities should be transferred into your own name and in future none of your Securities should be held in the Employee Share Account, you should write to us to this effect by post to Global Shares, Building D, West Cork Technology Park, Clonakilty, Co. Cork, Ireland.
Leaving your employment with the Company Group
7.5 If your employment with the Company Group ceases, you have a period of eight (8) months following the date of cessation of your employment (the “Cessation Date”) to either
7.5.1 instruct us to sell your Securities and return the net proceeds to you along with any money we hold for you in your Employee Share Account; or
7.5.2 instruct us to transfer your Securities into your own name and send you any money we hold for you in your Employee Share Account.
7.6 If you instruct us to sell all your Securities in accordance with clause 7.5, we will only sell whole numbers of Securities for you. Any fraction of a Security (i.e. less than one whole Security) which we hold for you after that will be sold and you agree that the proceeds may be donated to a registered charity of our choice.
7.7 If your employment with the Company Group ceases and if you have not sold or transferred your Securities within the period of eight (8) months following the Cessation Date, you agree that your Securities may be sold by us on your behalf and any monies resulting from the sale of your Securities (after any deductions have been made in accordance with clause 6 and the other terms of this agreement and without interest) will be paid to you either
7.7.1 by electronic transfer to the Bank Account after following the steps to try to verify the accuracy and currency of the payment details that we hold on file, as set out in clause 2.7; or
7.7.2 if no such bank account details are held on file, we will contact you prior to a sale of your Securities by us on your behalf to obtain valid bank account details and we will pay to that bank account.
7.8 In the event that we cannot obtain valid bank account details from you, we will continue to hold your Shares for you, but you will not be able to sell or transfer those shares until you contact us to give us valid bank account details or transferee details.
8.1 Save to the extent expressly stated to the contrary in these terms and conditions, we will take reasonable care in operating the Employee Share Account Service and will be responsible to you for any losses or expenses (including loss of Securities) suffered or incurred by you which are a direct result of our material breach of these terms and conditions, gross negligence, willful default or fraud.
8.2 We do not accept liability for any losses or expenses suffered or incurred by you which are not a direct result of our material breach of these terms and conditions, gross negligence or willful default.
8.3 We shall not be responsible for losses that result from our failure to materially comply with these terms and conditions which include: Loss of income or revenue; Loss of business; Loss of profit arising in the course of business; Loss of opportunity; Loss of goodwill; Loss of anticipated savings; Loss of data; Any waste of time; or Punitive.
8.4 Nothing in these terms and conditions excludes or limits in any way our liability for death or personal injury caused by our negligence; or fraud or fraudulent misrepresentation; or
any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.
8.5 We do not accept any responsibility for any losses or expenses suffered or incurred by you as a result of your failure to adhere to any personal obligations imposed on you by the laws of the jurisdiction in which you are resident.
(a) We do not accept any responsibility for any losses or expenses suffered or incurred by you as a result of any acts or omissions of any member of the Company Group; the Broker; the Cash Payment Provider; the Company’s registrar or transfer agent (unless we also act in such capacity); the underwriter of any Rights Issue; or any Appointed Tax Agent, to the extent permitted by this clause 8.
8.6 We do not endorse the calculation of Tax by the Appointed Tax Agent in any way and accept no responsibility or liability of any kind for the provision of such service by the Appointed Tax Agent.
8.7 The Employee Share Account Service is provided for lawful purposes only. We do not accept any responsibility or liability in the event that the Employee Share Account Service or EquityGateway through which the Employee Share Account Service is provided is misused in any way.
8.8 You are responsible for maintaining your computer system and any other hardware or software together with access to an internet service provider required by you to access the Employee Share Account Service.
8.9 We reserve the rights without notice to make any technical or other changes we consider necessary or desirable. We also reserve the right to vary the mode of operation of, or the facilities of the Employee Share Account Service where we consider that it is in your interest to do so. We shall not be responsible in the event that any upgrade to the Employee Share Account Service means that you are no longer able to access the Employee Share Account Service.
8.10 If you are in any doubt as to whether an instruction has been received or carried out you should telephone us immediately using our helpline the operating hours and details of which are set out in clause 9 below.
8.11 We shall not be responsible for delays or failure to perform any of our obligations due to acts beyond our reasonable control. Such acts shall include, but not be limited to, market conditions, halts of trading on an execution venue, acts of God, strikes, lockout, riots, acts of war, terrorist acts, epidemics, pandemics, governmental regulations superimposed after the fact, communication line failures, power failure, earthquake or other disasters.
8.12 If we cannot provide the Employee Share Account Service and the services related to it due to circumstances beyond our reasonable control (for example because of a failure of ours or another person’s computer systems or telecommunications links or industrial disputes or postal delays) we will, where relevant, take such reasonable steps as we can to bring those circumstances to an end but we will not be liable for any losses or expenses suffered by you as a result of such circumstances or as a result of a delay or failure in the performance of our obligations caused by such circumstances.
8.13 Any documents / instructions / cheques sent by you, or to you are sent entirely at your own risk. We do not accept liability after dispatch of any document to you.
8.14 By its nature the internet is not an entirely reliable medium. The delivery time for instructions using the internet may vary considerably depending on your internet service provider, your computer system, the way in which the instruction has been routed on the internet and on third party providers. We are not responsible for any delay in us receiving your instruction or any inability to use, interruption to or non-availability of our EquityGateway which does not arise as a result of our gross negligence, willful default or fraud.
8.15 The internet is not an entirely secure environment. For this reason, despite the security measures we operate we cannot guarantee that any message or instruction sent using the internet will not be capable of being intercepted, read or copied by an unauthorised third party or parties. We are not responsible or any unlawful interception of any message or instruction sent to us which does not arise as a result of our gross negligence, willful default or fraud.
8.16 You must contact us immediately if you suspect that your Security Details have been disclosed to, or obtained by, a third party and that their integrity is threatened. Until such notification is received by us, we will assume that any instructions received in electronic form which have been authenticated by your Security Details and Participant ID will be genuine and are valid instructions from you and we will act accordingly. You will be liable for all such transactions.
8.17 We are not liable for forged or fraudulent instructions.
8.18 You will be liable for all instructions given to us (including instructions given on your behalf) relating to the Share Plan and the Employee Share Account Service. We will not be liable to you for and loss or liability suffered or incurred by you as a result of acting on your instructions and/or in accordance with these terms and conditions.
8.19 You should be aware that from time to time the Employee Share Account Service may not be available due to planned maintenance. Whilst we will endeavour to complete such maintenance outside of Stock Exchange Trading Hours this may not always be possible. We will not be liable to you for any loss suffered or incurred by you due to the unavailability of the Employee Share Account Service as a result of planned maintenance.
8.20 You must indemnify us fully (promptly on demand) and hold us harmless (and keep us indemnified and held harmless) from and against any and all loss or liability (including, without limitation, tax charged to us) whatsoever which may be suffered or incurred by us, which relates to or arises, directly or indirectly from, the lawful and proper carrying out of our obligations to you or as a result of acting on instructions we receive from you or which are given on your behalf or your failure to comply with:
(a) Your obligations under these terms and conditions; and/or
(b) Applicable law; and/or
(c) Any provision of any Share Plan Rules.
Notwithstanding this clause, you will not be liable in respect of losses or claims which have resulted from:
(A) The fraud, gross negligence or willful default of any member of the Global Shares Group (or their officers employees agents or subcontractors); or
(B) A material breach by us of a term of this agreement; or
(C) Circumstances where we are prohibited from receiving an indemnity pursuant to applicable laws or regulations, but only to the extent of such prohibition.
In this clause, you agree that the expressions “we”, “us” and “our” will include and refer to each member of the Global Shares Group and their officers and employees, and the Global Shares Malta, in receiving such indemnity, is acting for itself, and on behalf of the other members of the Global Shares Group and their officers and employees. This indemnification will survive the termination of these terms and conditions.
9.1 Unless these terms and conditions say otherwise, or we expressly specify otherwise:
(a) All notices and other communications sent by you to us must be sent via EquityGateway or by electronic mail to [email protected] . Where communicating with us by electronic mail you must include the full name and Participant ID; and
(b) Where these terms and conditions stipulate that something is available from us upon written request any such request should be addressed to Global Shares, Building D, West Cork Technology Park, Clonakilty, Co. Cork, Ireland. We can also be contacted by telephone on +353 21 237 5213 (operating hours are 08.00 to 21.00 (UK Time) on Business Days).
9.2 You agree that if you or the Company have provided your email address, communications such as notices about the Employee Share Account Service, Advice notes and other communications relating to your Employee Share Account may be provided by Global Shares Malta to you, by email or by posting the relevant information on EquityGateway, in each case provided applicable regulations are complied with. You agree that it is your responsibility to access and review all such communications. In particular, you specifically confirm that when given the choice of receiving such information in paper format or electronically, you prefer the electronic format (including emails and websites) and acknowledge that as a consequence you may incur line or usage charges from your internet service provider. In addition, you agree that any information that we are required to send you under applicable regulations may instead be sent to the Company in order for the Company to forward the information to you.
9.3 You consent to receive the statements, trade confirmations and any legally required tax forms electronically, acknowledge that as a consequence you may incur line or usage charges from your internet service provider and are confirming that you have access to email and agree to notify us if this should change. Statements, trade confirmations and tax forms will be sent to the email address that you provide to us and the Company will be deemed to have fulfilled their communication obligations for these documents by transmitting the electronic communication to the email address that you provide to us. This includes the sending of an electronic mail with a link to such materials on EquityGateway (these materials will be available on EquityGateway until archived). You acknowledge that electronic delivery of these documents and communications is a substitute for physical delivery and agree that it is your responsibility to access and review all such communications.
9.4 We will send all communications via EquityGateway and/or electronic mail address(es), as applicable under these terms and conditions, that we held for you when you started using the Employee Share Account Service or the latest address(es) that you have given us. Where applicable, we will send all wires to the address or your designated bank account that we held for you when you started using the Employee Share Account Service or the latest address that you have given us.
9.5 If we send you notices they will be treated as received by you:
(a) If delivered by hand or courier, at the time of delivery;
(b) If sent by post, two Business Days from the date of posting, in the case of domestic mail or five Business Days from the time of posting in the case of international mail; and
(c) If delivered by electronic mail or via EquityGateway, at the time of dispatch or posting as applicable.
9.6 If you change your name or any of your contact details you should inform us straight away. It is your responsibility to provide us with your up-to-date name and contact details. You should make sure that the arrangements for receiving mail at your address are safe.
9.7 You authorise us to communicate with you by letter, electronic mail or telephone or via EquityGateway. You are responsible for ensuring that the address, electronic mail address and other contact details provided to us are always kept up to date.
9.8 Electronic mail communications are not necessarily secure and there is always a risk that electronic mail messages may be intercepted or tampered with. By providing you electronic mail address and agreeing to receive communications in this way, you acknowledge that these risks exist, and that confidentiality cannot always be assured.
9.9 We do not accept any responsibility for any interception or tampering or loss of confidentiality which may take place either once an electronic mail message has been sent by us or prior to an electronic mail message being received by us or for any losses, claims, damages or expenses which may be suffered or incurred by you as a result of any such interception or tampering. In addition, we do not accept any responsibility in the event that any electronic mail messages sent by you do not reach us or any electronic mail messages sent by us do not reach you. We shall not be liable for any loss or damage you may suffer or incur as a result of any non-delivery of such electronic mail messages.
9.10 Before opening or using any documents or attachments, you should check them for viruses and defects. We shall not be liable in respect of any affected documents or attachments but shall re-supply any affected documents.
9.11 You are responsible for ensuring all electronic communications sent by you to us are free from viruses or defects. If a communication from you is found to contain a virus, it may not be accepted by us. We shall not be liable in the event that you suffer or incur any loss or damage as a result of any such communication not being accepted by us.
9.12 Unless these terms and conditions say otherwise, any instructions, notices or other communications that you or we send under them will only be valid if they are in writing.
(a) If we have sent documents to your address on three consecutive occasions and they have been returned undelivered; or Dividend cheques or warrants have been returned undelivered or left uncashed on three consecutive occasions and after making reasonable enquiries we cannot find out your current address we will not send any more documentation or payments to you until you inform us of your new address in writing.
10.1 We reserve the right to change these terms and conditions from time to time as may be required in order to comply with any law or regulatory requirements. In all other cases, we will not make any changes without seeking the prior written consent of the Company (such consent not to be unreasonably withheld). If a change would be materially detrimental to you, we will give you not less than 20 Business Days’ written notice before such change becomes effective.
10.2 We may also, by giving you at least 20 Business Days’ written notice increase our charges or introduce new charges in relation to the Employee Share Account Service. No change in charges will be backdated.
10.3 We may change these terms and conditions and our current charges can always be obtained via EquityGateway. Up-to-date copies of the terms and conditions and our current charges can always be obtained via EquityGateway.
11.1 We have a procedure to help us resolve all complaints from our clients effectively. If you have any complaints about the service provided to you please write to Global Shares at Building D, West Cork Technology Park, Clonakilty, Co. Cork, Ireland.
11.2 For non-US participants, the Investor Compensation Scheme applies. The maximum amount investors can claim is 90% of the money they have lost up to a maximum of €20,000. See https://www.compensationschemes.org.mt/ for Global Shares Ireland.
11.3 For US resident participants, the Securities Investor Protection Corporation applies to protect your investment in the event of insolvency or bankruptcy of Global Shares Execution Services. The maximum coverage is set out in the FINRA website www.finra.org/investors/your-rights-under-sipc-protection.
12.1 Exercise your Options(s) and immediate Sale of resultant Vested Securities, if applicable
(a) You may instruct us to exercise your Option in full or in part and either:
(A) arrange for all resultant Securities to be delivered into your Employee Share Account and, if you wish, sell such Vested Securities as outlined in more detail in sub-clause 12.1(b) below; or
(B) relay your instruction to the Company so that it may remit a Cash Payment, by completing and submitting an online instruction to us via EquityGateway. Such an instruction can be an explicit instruction issued by you or a deemed instruction from you triggered by the occurrence of a certain event in accordance with these terms and conditions or the Share Plan Rules.
(b) You may instruct us to:
(A) Exercise your Option in full or in part, arrange for all resultant Securities to be delivered into your Employee Share Account and immediately sell all such Vested Securities and cover the Option Cost, Costs and, if applicable and deducted, Tax and Backup Withholding from the proceeds of the sale of the Securities; or
(B) Subject to sub-clause 12.1(d) below, effect a Sell to Cover Exercise; or
(C) Effect a Self-Fund Exercise.
(c) Subject to sub-clause 12.1(d) below, if you instruct us to undertake the course of action outlined in either sub-clauses 12.1(b)(A) or (B) above and we accept such instruction to sell, we will arrange the sale of the appropriate number of such Vested Securities, deduct the Option Cost, Costs and, if applicable, Tax and Backup Withholding from the sale proceeds and send you (or the Cash Payment Provider, as applicable) the residual sale proceeds in accordance with your selected payment method.
(d) When effecting a Sell to Cover Exercise we will make our best estimate as to the amount of the Option Cost, the Costs and, if applicable and deducted, Tax and Backup Withholding. We will calculate the number of such Vested Securities that will need to be sold to cover such sum and reserve the right to increase this number by not more than 2% in order to reduce the risk of insufficient funds being realised.
(e) If you instruct us to effect a Self-Funded Exercise, you must settle the Option Cost and, if applicable and deducted, Tax in cleared funds, in accordance with the procedure and payment method specified, before the exercise of your Option will be effected. We will notify you of the amount of funds that you will need to send in respect of the Option Cost and the date by which such funds must be received by us or the Company in cleared funds. We will confirm to you the exercise details which we will include type of Security, grant date, Option Price, Option Cost and the bank account details into which payment must be made. You can also find details of the Option Price on EquityGateway by logging into your personal portal using your Security Details. Any liability to Tax will be calculated upon receipt of your instruction and we will notify you of the amount of funds that you will need to send to cover this liability and the date by which such funds must be received by us or the Company in cleared funds.
(f) Any Vested Securities that are not sold following, and resulting from, the exercise of your Option will continue to be held in your Employee Share Account.
12.2 Selling or Transferring your Vested Securities in any other circumstance
(a) In all circumstances other than those outlined in clause 12.1 above, you may instruct us to sell or transfer:
(A) Some of your Vested Securities by selecting specific Vested Securities
(B) All of your Vested Securities,
(provided that if you instruct us to sell, such number will realise sufficient sale proceeds to cover any Costs and, if applicable, Backup Withholding) by completing and submitting an online instruction to us via the EquityGateway. Such an instruction can be an explicit instruction issued by you or a deemed instruction from you triggered by the occurrence of a certain event in accordance with these terms and conditions or the Share Plan Rules.
(b) If we have received any applicable payment from you and subsequently reject your transfer instruction in accordance with clause 2, we will advise you of the reasons for such rejection, together with any instruction or information required from you in the event that we are still able to process your instruction. In the event that any required action from you is not forthcoming within the timeframe stipulated in such notification we may cancel your instruction to transfer some or all of your Vested Securities to you and arrange for your payment to be refunded.
(c) You will only be able to transfer your Vested Securities into your own name (or, where that is not legally possible, to a third party brokerage account in your name that is such that the Vested Securities can legally and practically be transferred into it).
(d) We will transfer the full amount of resultant Vested Securities to a third-party brokerage account in your name that is such that such Vested Securities can legally and practically be transferred into it, in accordance with your instructions.
(e) Securities are sold or transferred on a “last in, first out” basis in the following order; dividend shares, matching & performance shares, vested contribution shares, unvested contribution shares.
(f) Following a sale or a transfer we will then no longer hold the Vested Securities in question for you and these terms and conditions will no longer apply to these Securities.
(g) If you sell or transfer some of your Vested Securities, we will assume you wish to continue to hold the remaining Vested Securities in the Employee Share Account unless you notify us otherwise.
12.3 How and when will we carry out your Instructions
(a) Where submitting a sale instruction in accordance with clause 12.1 or 12.2 above, subject to clause 2.4, if your instruction is received by us during the Stock Exchange Trading Hours and we accept such instruction to sell or relay your instruction to the Company so that it may remit a Cash Payment, we will aim to instruct the Broker to execute the sale of your Vested Securities (subject to any limit order) on your behalf or liaise with the Company to facilitate its obligation to remit a Cash Payment to you, as appropriate, on that Stock Exchange Trading Day.
(b) Where submitting a sale instruction in accordance with clause 12.1 or 12.2 above, instructions which are received after the close of Stock Exchange Trading Hours will be treated as having been received at the opening of Stock Exchange Trading Hours on the next available Stock Exchange Trading Day.
(c) We are irrevocably and unconditionally appointed to act as your agent when we execute your instruction and by submitting an instruction pursuant to the Employee Share Account Service you give us your authority to sign, complete and deliver any transfer form or other document and to do anything else we think necessary to give effect to your instructions.
(d) By instructing us to exercise your Option, sell or transfer your Vested Securities or liaise with the Company to facilitate its obligation to remit a Cash Payment to you on your behalf, as appropriate, you represent to us that you are entitled to do so and that no other person has any rights, interests or charges in or over such Securities or Cash Payment.
(e) In order to effect a sale we will use a Broker. Whilst we take reasonable care in the selection and continued use of such Broker, we do not accept responsibility for losses or expenses suffered or incurred by you as a result of any acts or omissions of such Broker.
(f) You acknowledge that orders above a certain size may be subject to manual review and entry which may cause delays in processing your instruction. All such orders will be processed as soon as practicable.
(g) We may aggregate your order with instructions we receive from other participants using the Employee Share Account Service. The Broker may also aggregate the instruction we provide to it with instructions it receives from its other clients. This may result in a more or less favourable price than if your instruction had been executed separately.
12.4 Limit Order, if applicable
(a) If applicable, you may specify the minimum price (the “limit price”) at which we will instruct the Broker to sell your Vested Securities. This is known as a “limit order” and can only be applied in respect of a whole number of Securities, e.g. if you have 10.5 Securities it can only be selected in respect of 10 rather than 10.5. If you do not place a limit order (i.e. you place a “market order”) and we accept such instruction to sell, where the Employee Share Account Service is provided to you by Global Shares Malta, your Vested Securities will be sold at the best price reasonably available in the market at the time that your order is executed.
(b) If you place a limit order and we accept such instruction to sell, your instruction will be valid until your order is executed, as long as this is by close of the Stock Exchange Trading Hours if you select “Good for day”, within the number of calendar days specified from the instruction being placed on the market if you select “Good for duration specified” or within 3 calendar days from the instruction being placed on the market, as applicable (the “limit order period”). If the limit price is not reached within the limit order period your order will automatically cancelled and you will be notified of this fact by email.
(c) If the limit order is not reached by the time a Close Period begins you must cancel your instruction via EquityGateway and resubmit your instruction should you so require on expiry of the Close Period. For these purposes a “Close Period” is a period during which you may be restricted from trading under the Company’s share dealing policy. We reserve the right to cancel any such limit order if you have not done so by the time a Close Period begins.
(d) Limit orders may be cancelled but not changed at any time before the order is executed. If you wish to change your limit order, you must cancel the initial instruction and then submit a new instruction.
(e) If we are notified that your Option lapses, if applicable, any limit order which you have in place which has not been executed will be cancelled by us. Consequently, in the absence of sale proceeds from which to satisfy the Option Cost, Costs and, if applicable and deducted, Tax and Backup Withholding, your Option will not be exercised pursuant to such limit order.
(f) Please note that if we received a large number of limit orders at the same price, or your limit order relates to a large number of Securities, it may not be possible for us to execute your order before the price of the security falls below the limit price. We will execute instructions for the same limit price in order of receipt.
(g) By placing a limit order with us you are thereby instructing us that you do not wish for your instruction to be made public to other market participants. However, it is an express term of this agreement that where you have specified a limit order and you have not given any instruction that the limit order be withheld and such limit order is not immediately executed under prevailing market conditions, you agree that the Broker may, but will not be required to, make public the limit order in a manner which is easily accessible to other market participants where in the discretion of the Broker it is necessary to make such publication in order to execute your instruction.
(h) Should the market value of the Securities change due to an event such as, but not limited to, a corporate action, we reserve the right to cancel any limit order in place which has not yet been executed.
12.5 Tax where calculated by an Appointed Tax Agent, if applicable and deducted
(a) Where Tax is calculated by an Appointed Tax Agent, we understand that the member of the Company Group which you are (or were) employed by may withhold the Tax in respect of the exercise of your Option or vesting of your Awards (other than matching awards) levied in relevant jurisdiction(s) on the basis set out in this clause 12.5.
(b) We understand that your location history and nationality will be used to calculate your Tax liability and the reporting requirements of the member of the Company Group which you are (or were) employed by.
(c) Tax will be calculated by the Appointed Tax Agent on behalf of the member of the Company Group which you are (or were) employed by. For more information on Tax, refer to the online FAQs or contact your employer or previous employer.
(d) Your Tax liability, if any, will be calculated by reference to a price per Security prescribed by the Appointed Tax Agent.
12.6 Tax where not calculated by an Appointed Tax Agent, if applicable and deducted
Where not calculated by an Appointed Tax Agent, any Tax to be deducted will be calculated by the Company. For more information on Tax, refer to the online FAQ’s or contact your employer or previous employer.
12.7 Sale proceeds and Payment Methods
(a) If you instruct us to effect a sale of any of your Vested Securities, we will remit any residual sale proceeds to you to your bank account (the details of which are held on our records) after deduction of Costs. For the avoidance of doubt, any request for us to arrange for the conversion of monies payable to you pursuant to the Employee Share Account Service into a currency of your choice and then paid to you via foreign currency wire payment or, where applicable, automated clearing house payments will be governed solely by these terms and conditions.
(b) Should Global Shares Malta incur problems making a payment to you pursuant to these terms and conditions, such sale proceeds will be held in a designated client money bank account pending receipt of revised bank account details. We will not pay interest on monies held in this account. We reserve the right to issue your payment to the bank account that we hold on your record.
(c) The sale proceeds payable on the sale of your Vested Securities will be received by Global Shares on the settlement date relevant to the stock exchange on which your Securities are listed. The settlement date will normally be two or three Business Days following the date of the trade but will depend upon the standard practice of the stock exchange on which your Securities are listed. Global Shares is not obliged to make any payment to you until it has received the sale proceeds. The Option Cost, Costs and, if applicable and deducted, Tax and Backup Withholding will be deducted from any sale proceeds and the balance, if any, will be remitted to you in accordance with sub-clause 12.7(a) above.
(d) Subject to clause 12.1 above, we will remit any Option Cost and any monies withheld for Tax to the Company and the member of the Company Group which you are (or were) employed by, respectively, on your behalf following the exercise of any Option or vesting of any Awards (other than matching awards).
(e) If you exercise your Option and this results in the delivery of a Cash Payment, it shall be the Company’s sole responsibility to remit any Cash Payment to you.
(f) We will not accept (and you should not give) any instructions to make payment to anyone other than you.
(g) It will be your responsibility to update us of any change(s) to your bank account details.
(h) Save in respect of Backup Withholding, where applicable, and any Tax deducted, neither we nor the member of the Company Group which you are (or were) employed by will take into account any other taxes which may be levied on the exercise of your Option, vesting of your Awards or sale or transfer of any Vested Securities pursuant to the Employee Share Account Service. It is your sole responsibility to report and, if applicable, pay any such taxes.
12.8 Acknowledgements and Rejections
(a) We will acknowledge receipt of your sale or transfer instruction by email and, if applicable, will inform you by email when your Vested Securities have been sold or transferred. No acknowledgment will be sent if your email address has not been provided.
(b) Please see clause 2 above regarding treatment of rejections.
12.9 Sale of Whole Shares Only
You can only sell whole numbers of Securities, unless otherwise agreed.
13.1 The decision to exercise your Option or sell or transfer your Vested Securities is solely your responsibility.
13.2 Share values may go down as well as up and may result in you not receiving back the full amount invested. Historical performances are not indicators for future performances.
13.3 The price of Securities may fluctuate in the period after you send your instruction but before we receive it and it is executed. If, as a result of market fluctuations, insufficient funds are realised from the sale of your Vested Securities to cover any Option Cost, Costs and, if applicable and deducted any Tax and Backup Withholding, it will be necessary for us to contact you to recover the shortfall.
13.4 Where limit orders are not supported, you may not specify the price or the minimum price at which Securities are to be sold for you.
13.5 We and/or the Broker and/or the Cash Payment Provider are entitled to deduct the Option Cost, Costs and any Tax and Backup Withholding from your sale proceeds.
13.6 You may not cancel or amend any instructions to transfer Vested Securities once they have been received by us. Your request will be irrevocable.
13.7 Where the Broker effects the sale of Vested Securities pursuant to the Employee Share Account Service, your advice note or trade confirmation, as appropriate, will be available to you within one Business Day of the receipt of confirmation from the Broker of the sale of your Securities. Your advice note or trade confirmation, as appropriate, will be placed on the website and a confirmation email will be sent to your email address held on our records. The advice note or trade confirmation, as appropriate, will detail among other things the number of Vested Securities sold on your behalf, the price per security achieved, the time of the trade together with the Costs and, if applicable and deducted, Option Cost, Tax and Backup Withholding.
13.8 Any member of the Global Shares Group, the Cash Payment Provider, any Broker and our agents and subcontractors may effect transactions notwithstanding that it has a direct or indirect material interest or a relationship of any description with another party which may involve a conflict with its duty to participants using the Employee Share Account Service. We manage those conflicts of interest of which we are aware and monitor the effectiveness of our policies and procedures on a regular basis. We make every effort to disclose our interests and those of our employees where it is suspected that a conflict of interest may arise.
13.9 We may terminate the Employee Share Account Service at any time by giving you 20 Business Days’ written notice of our intention to do so. We will request that you withdraw your Vested Securities from the Employee Share Account Service within this notice period. If you do not do so, you will be deemed to have irrevocably instructed us, subject to clause 12, to transfer all your Vested Securities into your own name in accordance with these terms and conditions. Any Costs payable are set out in clause 12 above. Once the aforementioned transfer has been effected we will then no longer hold the Vested Securities for you, these terms and conditions will not apply to those Securities and, subject to these terms and conditions, we will pay you any monies that we hold on your behalf. The Employee Share Account will no longer be made available to you. We may exercise our rights under this clause for any reason at any time without your consent.
13.10 If we receive formal notice of your death, bankruptcy or mental incapacity we will transfer the title to all your Vested Securities into the name of the administrator or executor of your estate in accordance with the instructions of such administrator or executor, or otherwise as may be required by law. These terms and conditions shall apply with any necessary changes having been made. Any Costs payable are set out in clause 12 above. Once the aforementioned transfer has been effected we will then hold the Vested Securities in the name of the administrator or executor, or otherwise as may be required by law. These terms and conditions will continue to apply to those Securities, and we will accept instructions from the administrator or executor, or otherwise as may be required by law. The administrator or executor (or such other person who may be appointed by law) will be required to register on EquityGateway prior to giving such instructions to us.
13.11 If you instruct us to transfer all your Vested Securities into your own name or are deemed to have done so, any fraction of a Security of less than one whole Security which we hold for you will be sold and you agree that the proceeds will be donated to a registered charity of our choice.
13.12 We have an absolute discretion to refuse to accept any application to transfer Securities into our or the Nominee’s name.
13.13 We will not offer the Employee Share Account Service described in these terms and conditions to any corporate body.
13.14 If any member of the Global Shares Group does not enforce a term or condition, this will not affect its rights to enforce the rest of the conditions or to enforce that term or condition at another time. If any member of the Global Shares Group cannot enforce a term or condition, this will not affect its right to enforce the rest of the terms and conditions. No conduct or delay on the part of any member of the Global Shares Group shall be taken as a waiver or variation of any rights unless we or the Nominee waive or vary a particular right in writing. No waiver or variation on a particular occasion will operate as a waiver or variation of any rights any member of the Global Shares Group might have in respect of any other matter.
13.15 You consent to members of the Company Group having access at all times to the records we hold about you in order to inform you of your rights as a person on whose behalf Securities are held by us or the Nominee, including corporate and other details, and products or services specifically designed for shareholders.
13.16 We may employ or appoint other persons (including other members of the Global Shares Group) as our agents and subcontractors on such terms as we think fit to carry out any part of our obligations or discretions under these terms and conditions. We will take reasonable care in the selection and continued use of any such person.
13.17 Members of the Global Shares Group will not do anything which in our reasonable opinion would or might break any relevant laws, rules, regulations or codes or risk exposing any member of the Global Shares Group to criticism for behaving improperly or not acting in accordance with good market practice.
13.18 We shall not lend your Vested Securities to any third party or borrow money using them as security.
13.19 We may at any time transfer all or any of our rights and obligations under these terms and conditions to any person (the “Transferee”) who is in our reasonable opinion able to perform our obligations under these terms and conditions. The transfer will be given effect by us and the Transferee sending a transfer notice to you specifying the date (the “Transfer Date”) on and from which the Transferee will assume our rights and obligations under these terms and conditions. Any changes to the terms and conditions which will be necessary because of the transfer, for example (without limitation) changes of address and banking details, will be set out in the transfer notice. The transfer will not affect any rights you may have which relate to the period before the Transfer Date. With effect from the Transfer Date:
(a) The agreement formed by these terms and conditions (as amended from time to time) shall be treated for all purposes as having been transferred to and as if entered into between you and the Transferee in place of us;
(b) We shall be released and discharged from all of our obligations and liabilities under these terms and conditions;
(c) References to us shall be read as references to the Transferee;
(d) The Nominee shall be discharged from any obligations which it may have and substituted by the Transferee or a suitable nominee of the Transferee.
13.20 Nothing in these terms and conditions is intended to benefit a third party other than members of the Global Shares Group. These terms and conditions may be changed or rescinded without the consent of any member of the Global Shares Group other than us.
13.21 We provide our contractual terms in English. We will communicate with you in English, Swedish, Finnish, Polish or Czech (as you require) during the provision of the Employee Share Account Service. Any translation of these terms and conditions into any language other than English should be treated as being for information only, these terms and conditions in English shall be the sole operative terms and conditions governing the operation of the Employee Share Account Service.
13.22 The Employee Share Account Service shall be governed by and shall be construed in accordance with the laws of the Republic of Ireland and you hereby agree with us to submit for all purposes in connection with these terms and conditions to the exclusive jurisdiction of the Irish Courts. Each party irrevocably waives any right it may have to object to any action being brought in the Irish courts, to claim that the action has been brought in any inconvenient forum or to claim that the Irish courts do not have jurisdiction. Global Shares Malta has applied the same laws in its marketing of, and arrangements for you to use, the Employee Share Account Service.
13.23 The Employee Share Account Service provided by Global Shares Execution Services shall be governed by and shall be construed in accordance with the laws of New York and you hereby agree with us to submit for all purposes in connection with these terms and conditions to the exclusive jurisdiction of the Courts of New York. Each party irrevocably waives any right it may have to object to any action being brought in the courts of New York, to claim that the action has been brought in any inconvenient forum or to claim that the New York courts do not have jurisdiction.
13.24 In the provision of the Employee Share Account Service, no member of the Global Shares Group is required to or will provide any advice or assessment of the merits or suitability of holding the Securities or using the Employee Share Account Service.
13.25 Each of the provisions of these terms and conditions shall be severable and distinct from one another and if one or more of such provisions is invalid or unenforceable the remaining provisions shall not in any way be affected.
13.26 By agreeing to these terms and conditions you confirm that any Vested Securities any monies held pursuant to these terms and conditions may be used as security for:
(a) Costs and any other fees, commission or other costs payable to us pursuant to these terms and conditions and/or any documents referred to in these terms and conditions; and/or
(b) The reimbursement of any tax charged to the Global Shares Group or the Nominee.
As such, we have the right to reverse any transaction to obtain reimbursement of tax, Costs and any other fees, commission or other costs which we or the Nominee incur to offset monies due to you against monies due from you and to sell to otherwise dispose of any Securities which we (or the Nominee) may hold on your behalf (whether pursuant to these terms and conditions or otherwise) at whatever price and in whatever manner we see fit at our absolute discretion (without being responsible for any loss or diminution in price) on giving you seven days’ written notice of our intention to do so. This clause will survive the termination of these terms and conditions and the termination of your participation in any and all Share Plans.
13.27 If we owe you more money that you owe us, we can pay you the difference to settle the amounts that we owe each other. If you owe us more money than we owe you, we may require you to pay the difference to settle the amounts that we owe each other.
13.28 In the event of the termination of this agreement you will remain responsible for:
(a) Any transaction pending at the time this agreement is terminated; and
(b) Any commission, fees, taxes or social security contributions and any other charges that remain unpaid at the time this agreement is terminated.
Termination will be without prejudice to the completion of any transaction already initiated.
13.29 Any termination of this agreement will be without prejudice to any other rights or remedies a party may be entitled to under this agreement or at law and shall not affect any accrued rights or liabilities of either of the parties nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
13.30 Cash fractions arising in respect of money due to you are rounded down to the nearest penny (or, where different, the equivalent denomination of the same currency as that in which the Securities are denominated) and in each case the difference will be kept for our own benefit.
13.31 If you receive a benefit (e.g. a dividend) which relates to Vested Securities you have sold, you may have to account for this benefit to the new owner of the Securities. We will contact you if we are aware that this is necessary. The date upon which you may lose your entitlement to any benefit is established by the date on which the Securities are traded on the relevant exchange, not the date upon which the transfer is registered by the relevant registrar. If we are aware of a claim at the time when we receive the money, we may deduct any relevant amount from the proceeds of sale.
13.32 We may choose to withdraw the Employee Share Account Service due to the developments in legislation or should it materialise that you are not eligible or permitted to participate as envisaged by us by local legislation and/or regulation without giving you any notice that the Employee Share Account Service is no longer available. To the extent permitted by law and regulation any deals that we have accepted but that have not settled prior to the Employee Share Account Service being withdrawn will be completed.
14.1 Any personal data that Global Shares obtains from you in providing the Employee Share Account Service will be held by Global Shares in accordance with the relevant legislation. Global Shares will only hold, use or otherwise process such of your personal data as is necessary to provide you with the Employee Share Account Service. Your details will only be disclosed in accordance with the principles set out in the Data Protection Acts 1988 and 2003:
(a) To any person if that person has legal or regulatory powers over Global Shares or the Nominee;
(b) To the Broker or any other person or body in order to facilitate the provision of the Employee Share Account Service and/or the Share Plan(s) in which you participate;
(c) To any Appointed Tax Agent or payment agent.
14.2 By signing up to these terms and conditions of the Employee Share Account you consent to the transfer of your personal data by Global Shares Malta outside the European Economic Area to other members of the Global Shares Group or other agents who Global Shares Malta may use to provide the Employee Share Account Service.
14.3 You have a right to request to view the personal data that we hold on you. We may charge you a small fee for providing you access to this information.
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