BUSINESS RULES RELATING TO INVESTMENT AND ANCILLARY INVESTMENT SERVICE (consolidated with amendments)

Transcription

1 ERSTE BANK HUNGARY ZÁRTKÖRŰEN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG BUSINESS RULES RELATING TO INVESTMENT AND ANCILLARY INVESTMENT SERVICE (consolidated with amendments) These Business Rules entered into force on: 2 July 2015 These Business Rules were published on: 2 July 2015 ERSTE BANK HUNGARY Zártkörűen Működő Részvénytársaság Registered seat: 1138 Budapest, Népfürdő utca Registration no.: Cg Tax no.: , Group identification code: , Group community tax no.: HU KELER Zrt. Securities account no.: 0344 Date and number of operation licence issued by the Hungarian Financial Supervisory Authority (Pénzügyi Szervezetek Állami Felügyelete): 26/08/2004, I-2061/2004, 03/07/2008 E-III/669/2008 and 10/08/2009 EN-III/M-614/2009. Website:

2 CONTENTS I. DEFINITIONS... 3 II. GENERAL PART PERSONAL AND MATERIAL SCOPE OF THE BUSINESS RULES TERM AND AMENDMENT OF THE BUSINESS RULES PUBLICITY OF THE BUSINESS RULES LANGUAGES TO BE USED FOR COMMUNICAITON WITH CUSTOMERS: MANNER AND METHODS OF COMMUNICATION WITH CUSTOMERS: SCHEDULES OF THE BUSINESS RULES SCOPE OF ACTIVITIES OF THE BANK PROVISIONS ON CONCLUDING, SETTING DOWN AND TERMINATING AGREEMENTS GENERAL RULES IDENTIFICATION OF CUSTOMERS, AND PROOF THEREOF, INFORMATION SHEET, REPRESENTATIVES AUDIO RECORDING PUTTING AGREEMENTS IN WRITING AMENDMENT TERMINATION DISPUTE RESOLUTION REFUSAL TO ENTER INTO THE AGREEMENT RULES OF LIABILITY DEFAULT SECURITY CONFIDENTIALITY RIGHT OF WITHHOLDING AND SET-OFF MUTUAL NOTIFICATION NOTICES RULES OF INVESTOR PROTECTION RELATIONSHIPS WITH OTHER INVESTMENT UNDERTAKINGS BUSINESS RECORDS AND PROTECTION OF CUSTOMER CLAIMS TAXATION OUTSOURCING III. SPECIAL PART CUSTODY SERVICES A. GENERAL RULES ACCOUNT OPENING DISPOSAL OF THE ACCOUNT TERMINATION OF THE ACCOUNT AGREEMENT FREEZING IN THE ACCOUNTS B. SPECIAL RULES CONCERNING CERTAIN SERVICES ACCOUNT KEEPING CUSTOMER ACCOUNT SECURITIES ACCOUNT AND SECURITIES CUSTODY ACCOUNT CUSTODY AND SAFE-KEEPING OF SECURITIES TREASURY SERVICES A. GENERAL RULES TRADING ACTIVITY B. RULES APPLICABLE TO INDIVIDUAL TRANSACTIONS SALE AND PURCHASE DEALS FOR DERIVATIVES SALE AND PURCHASE TRANSACTIONS IN RELATION TO COMMODITY DERIVATIVES INDIVIDUAL TREASURY INVESTMENT DEALS SECURITIES SALE AND PURCHASE DEALS OTHER SERVICES INVESTMENT ANALYSIS AND FINANCIAL ANALYSIS ACTING AS A SHAREHOLDER S PROXY IV. OTHER PROVISIONS /55

3 I. DEFINITIONS Tax Procedure Act: means Act XCII of 2003 on the Rules of Taxation. Bank: means ERSTE BANK HUNGARY Zártkörűen Működő Részvénytársaság (1138 Budapest, Népfürdő utca ). Banking Day: means any day, other than Saturdays, Sundays and public holidays in Hungary, when the Bank in Budapest is open for general business. Bank Account: means an account opened pursuant to a bank account agreement subject to Section 529 of the Civil Code which irrespective of its name and the currency serves to keep record of and manage the pecuniary claims and debts of the account holder, and against which or to which any payment method defined by payment services regulations may be applied unless provided otherwise by the law. Investment Offer: means an analysis, proposal or other information regarding financial assets, exchange traded products and the issuers thereof, the publication or availability of which to others in any other way that could result in its publication, affects the investor in making its own or other people s money, other property subject to the effects of capital markets in whole or part. Investment Analysis: means the investment proposal regarding financial assets or the issuer thereof under the Capital Markets Act as defined above, not including investment advisory services. Insurance Act: means Act LX of 2003 on Insurance Institutions and the Insurance Business Investment Act: means Act CXXXVIII of 2007 on Investment Firms and Commodity Dealers, and on the Regulations Governing their Activities. Investor: means the person who under an agreement with the Bank makes or risks its own or other people s money, other property in whole or in part subject to the capital markets or the effects thereof. Bankruptcy Act: means Act XLIX of 1991 on Bankruptcy Proceedings and Liquidation Proceedings. Dematerialised Security: means the aggregate of data created, transferred and recorded electronically in the manner stipulated in the Law which contain all content related requirements of securities in an identifiable manner. In case of Dematerialised Securities issued in Hungary the keeper of the central securities account shall be KELER Zrt., while in case of Dematerialised Securities issued abroad the keeper of the central securities account may be KELER Zrt. or the Securities Account keeper institution registered abroad. List of Charges: means the list of fees, commissions and costs charged by the Bank for its services hereunder. Eligible Counterparty: means the professional Customers of the Bank that have been qualified as Eligible Counterparties. Value Date: means the date of financial and other performance(s) related to a transaction. 3/55

4 Securities Account: means the records kept of the Dematerialised Securities and the related rights by the Bank for securities owner Customers. Securities Custody Account: means the records kept of the Physical Securities and the related rights by the Bank for the securities owner Customers. Parties: means the Bank and the Customer together. HFSA: means the Hungarian National Bank as supervisory authority of investment service providers and its legal predecessors or successors. Registered seat: 1013 Budapest, Krisztina krt. 39., Hungary. Mailing address: 1535 Budapest, 114. Pf Website: Physical Securities: means printed securities. Tied Agent: means the natural person, legal entity or unincorporated entity that, under the full and unconditional responsibility of the investment firm on whose behalf it acts, promotes investment or ancillary investment services to Customers or prospective Customers. Business Associations Act: means provisions on business enterprises of the Act V of 2013 on the Civil Code. Website: means the website of the Bank available at the address: erstebank.hu, and any of the sub-websites that may be accessed through the website. Banking Act: means Act CCXXXVII of 2013 on Credit Institutions and Financial Enterprises. Law(s): means the law regulating certain activities of the Bank, in particular the Civil Code, the Banking Act, the Investment Act, the Credit Institutions Act, the Money Laundering Act and the Bankruptcy Act. Affiliate: means all undertakings qualifying as affiliates of the Customer under the Capital Markets Act. KELER ZRt.: means the Központi Elszámolóház és Értéktár (Budapest) Zártkörűen Működő Részvénytársaság and its legal successor from time to time. Central Credit Information System: means the central credit information system defined in the Banking Act. Outsourcing: means an arrangement between an investment firm and a third party pursuant to which such third party performs activities that would otherwise be performed by the investment firm itself. Intermediary: means a natural person, a legal entity or an unincorporated entity employed by the Bank for the performance of investment services. Intermediaries may be investment firms or tied agents. Retail Customer: means any Customer not qualifying as Professional Customer. 4/55

5 Market Disruption: change on the money and capital markets, which cannot be foreseen and materially influences the Bank`s services under this Business Rules, especially but not exclusively in foreign currency rates or in rates of other financial instruments, in their avalaibility, liquidity, interest rate, or relating to the exchange rate, availability, liquidity of any foreign currency or any other financial instrument MNB National Bank of Hungary: means the National Bank of Hungary. Money Laundering Act: means Act CXXXVI of 2007 on Preventing and Combating Money Laundering and Terrorist Financing. Financial Analyst: means the natural person deemed to be a relevant person under the Capital Markets Act who creates investment analysis on behalf of the Bank, the tied agent of the Bank pursuant to the instructions thereof or the outsourcing agreement concluded with the Bank notwithstanding the legal relationship under which it performs investment analysis. Civil Code: means Act V of 2013 on the Civil Code amended from time to time. Special Settlement: means the settlement performed by the Bank and not related to normal business, that means the so-called Special Settlement and/or the so-called Close-out Netting or the Immediate Settlement. Regulations: means the policies of KELER ZRt., and in case of over-the-counter derivatives the ISDA master agreement (master agreement package market standards recommended by the International Swaps and Derivatives Association), the regulations of the clearing house transferring securities issued abroad and those of the Securities Account keeper, the rules issued and amended from time to time by the International Chamber of Commerce, and also other market regulations and market standards. Professional Customer: means Customers that comply the criteria set out in Section 49 of the Investment Act, and that are qualified as such pursuant to Section 48 of the Investment Act. Account: means the Customer Account, the Securities Account and the Securities Custody Account. Account Agreement: means the agreement concluded by and between the Bank and the Customer for opening and keeping an Account (in particular the Account Keeping and Deposit Management Agreement). Announcement: means the document displayed on the website of the Bank in compliance with the notification obligation of the Bank stipulated in the Investment Act. Capital Markets Act: means Act CXX of 2001 on Capital Markets amended from time to time. Customer: means the person who uses the services of the Bank regulated by the Investment Act. Customer Account: means the account kept by the Bank for the Customer that is used to keep record of the pecuniary assets of the Customer, and is only used for performing investment services and orders from the balance generated by payments based on obligations in securities. Business Hours: 5/55

6 means the business hours stipulated from time to time in the document on the business hours and cash desk opening hours as attached to the Business Rules in Schedule 7. Business Rules: means the effective version of these Business Rules from time to time stipulating the general terms and conditions regarding investment services, ancillary investment services and other activities regulated and permitted by the Investment Act as they are or may be conducted by the Bank, and drafted pursuant to the provisions of the Credit Institutions Act, the Investment Act and the Capital Markets Act and other applicable Law. II. GENERAL PART 1. PERSONAL AND MATERIAL SCOPE OF THE BUSINESS RULES The Business Rules stipulate the general terms and conditions of business and contracting regarding legal transactions between the Bank and its Customers. The material scope of the Business Rules shall include all agreements and contracts that are concluded by the Bank with its Customers as part of its business for investment services, ancillary investment services regulated by the Investment Act and other activities permitted by the Investment Act. Unless agreed otherwise by the Parties in writing, the personal scope of the Business Rules shall apply to all Customers of the Bank. If issues within the material and personal scope of the Business Rules are regulated both in the general business rules of the Bank and in the Business Rules, in the interpretation of the relevant issue the provisions of the Business Rules shall prevail. The content of the legal relationship of the Bank with the Customer shall be defined by each individual agreement. The provisions of the Business Rules shall be binding on both the Bank and the Customer without further conditions, but the Parties may deviate from them in individual agreements upon the express mutual agreement of the Parties. The provisions of the Business Rules shall apply to issues not regulated in the individual agreement or contract related to the relevant case. Issues not regulated in the individual agreements and the Business Rules shall be governed by the related Laws and Regulations. The Business Rules consist of a general and a special part. If an issue is regulated in both the general and the special part, interpretation thereof shall be governed by the provisions of the special part. In case of discrepancies between the relevant agreement or the individual agreement, and the provisions of the Business Rules, the provisions of the relevant agreement or the individual agreement shall prevail. Financial and ancillary financial services of the Bank shall be regulated in a separate set of business rules. 2. TERM AND AMENDMENT OF THE BUSINESS RULES The Business Rules shall be defined by the Bank for an indefinite term. The Business Rules and the amendments thereof shall enter into force on the date defined as the effective date upon the publication of the amendment. The Business Rules may be amended by the Bank unilaterally. The Bank shall notify the Customers of the amendment to the Business Rules at least fifteen (15) days before the amendment enters into force, pursuant to Clause 3 of the General Part of the Business Rules. Within fifteen (15) days of the publication of the amendment Customers may declare their intention to discontinue their contractual relationship with the Bank under the modified content of the Business Rules, and they may declare the agreement(s) between the Parties terminated pursuant to the Business Rules and the provisions of the relevant agreement. Failure by the Customer to send a written notice of termination before the fifteenth (15 th ) day after the publication of the amendment shall be deemed to be an express acceptance of the amended provisions of the Business Rules. These rules shall also apply in cases when the provisions of the 6/55

7 Business Rules (including its schedules, in particular the sample agreements) are amended as a result of changes in the Laws or any of the mandatory Regulations to be applied by the Bank. If the amended Business Rules are accepted by the Customer subject to the above, transactions concluded, but not completed between the Bank and the Customer before the amendment of the Business Rules affecting the relevant transaction entered into force, shall also be governed by the amended Business Rules. Amendments of the Business Rules, if any, shall not apply to agreements already performed by the Bank. Agreements between the Bank and its Customers shall be governed by the provisions of the Business Rules in effect on the date of such agreements, unless Customers accept the application of the amended provisions of the Business Rules. Should an amended provision of the Business Rules deviate from any specific contractual provision in force between the Parties, but different from the provisions of the Business Rules and the provisions of the sample agreements attached to them, such an amended provision shall only be incorporated in the agreement if it is expressly accepted by the Customer following the announcement regarding such amendment. In case of Market Disruption the Bank is entitled to unilateral change with immediate effect of any provisions for any services, suspension of any (related to specific financial instruments) or all services under the Business Rules. In case of Market Disruption the Bank shall inform the Customer by announcement and/or because of request of the Customer relating to the specific service about the specific change and/or about partial or full suspension of the specific service. Provisions on the List of Charges: The Bank may at any time modify the List of Charges. If the List of Charges is amended, the Customer may terminate its agreements with the Bank affected by the relevant amendment pursuant to the provisions of the Business Rules and the relevant agreement. During the period of notice the provisions of the List of Charges in effect before the relevant amendment shall continue to apply. The amendment shall be published by the Bank on its website from time to time, and at the same time a hard copy of such an announcement shall be posted at its customer care offices. Unless stipulated otherwise in the individual agreement, the Bank may apply the amended charges to the agreements already concluded with the Customer, if the agreement is performed after the amendment of the List of Charges from the date defined in the amended List of Charges unless the Customer exercises its right to termination. 3. PUBLICITY OF THE BUSINESS RULES The Business Rules are public, they shall be available to anyone free of charge on the premises of the Bank itself and its mediator network open for customers during Business Hours. The Business Rules are continuously and easily accessible in electronic form on the current website of the Bank. Upon the Customer s request the Bank shall make the Business Rules and all other information required to be public by the Laws, available to the Customer free of charge. 4. LANGUAGES TO BE USED FOR COMMUNICAITON WITH CUSTOMERS: Customers may use the following languages in their communications with the Bank: - Hungarian; - English; - German. Agreements shall be concluded with the Bank primarily in Hungarian, but they may also be concluded in English if specifically required. 7/55

8 5. MANNER AND METHODS OF COMMUNICATION WITH CUSTOMERS: Customers may contact the Bank primarily on the phone and fax, through Internet-based electronic mails ( ), and also if the Customer is authorised to do so, it may initiate communication with the Bank with the help of the interbank Reuters dealing information system and the Swift system. 6. SCHEDULES OF THE BUSINESS RULES Schedule 1: Schedule 2: Schedule 3: Schedule 4: Schedule 5: Schedule 6: Schedule 7: Schedule 8: Forms of Agreements and their Schedules (attached separately) List of intermediaries engaged by the Bank (attached separately) Agreement for the execution of transfer, payment and other orders given by fax (attached separately) Scope of outsourced activities and entities performing outsourced activities (attached separately) Summary of the conflict of interest policy of the Bank (attached separately) List of Charges (attached separately) Business Hours of the Bank (attached separately) Announcement on the customer categorisation practice of ERSTE BANK HUNGARY ZRT. within the scope of investment and ancillary investment services provided by the Treasury Directorate and Custody Department (attached separately) 7. SCOPE OF ACTIVITIES OF THE BANK Pursuant to Resolution No. I-2061/2004 dated 26/08/2004, Resolution No. E-III/669/2008 dated 03/07/2008, and Resolution No. EN-III/M-614/2009 dated 10/08/2009 of the HSFA the Bank may perform the following investment and ancillary investment service activities: I. Investment services: a) receiving and forwarding orders, b) executing orders for customers, c) dealing on own account, d) investment advice, e) placing financial instruments without undertaking liabilities to purchase instrument (financial instrument). II. Ancillary investment services: a) safekeeping and administration of financial instruments, and keeping the related customer account, b) custodianship, and keeping the related securities account, in case of printed securities administration thereof and keeping customer accounts, c) granting investment credits, d) consultancy and services related to capital structure, business strategy and related issues, and also merger and acquisition, e) investment analysis and financial analysis, f) services related to underwriting, h) investment and ancillary service related to instruments on which derivative transactions stipulated in paragraphs e)-g), j) and k) of Clause V below are based. The activities above may be performed by the Bank without limitations. In addition to the above activities the Bank may also perform activities defined in the Laws (including in particular the Banking Act and the Investment Act) with the limitations stipulated therein. 8/55

9 III. Of the investment services listed above the Bank provides the following to its Customers: a) dealing on own account. IV. Of the ancillary services listed above the Bank provides the following to its Customers: a) safekeeping and administration of financial instruments, and keeping the related customer account, b) custody services, and keeping the related securities account, in case of printed securities administration thereof and keeping customer accounts, c) investment analysis and financial analysis. V. Investment services and ancillary services may be performed by the Bank with respect to the following financial instruments defined in the Investment Act: a) transferrable securities, b) money market instruments, c) units in collective investment undertakings, d) options, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivatives instruments, financial indices or financial measures which may be settled physically or in cash, e) options, futures, swaps, forward rate agreements and any other derivative contracts relating to commodities that must be settled in cash or may be settled in cash at the option of one of the parties (otherwise than by reason of a default or other termination event), f) options, futures, swaps, and any other derivative contract relating to commodities that can be physically settled provided that they are traded on a regulated market and/or an MTF, g) options, futures, swaps, forwards and any other derivative contracts relating to commodities, that can be physically settled not otherwise mentioned in paragraph f) above and not being for commercial purposes, which have the characteristics of other derivative financial instruments, having regard to whether, inter alia, they are cleared and settled through recognised clearing houses or are subject to regular margin calls, h) derivative instruments for the transfer of credit risk, i) financial contracts for differences, j) options, futures, swaps, forward rate agreements and any other derivative contracts relating to climatic variables, freight rates, emission allowances or inflation rates or other official economic statistics that must be settled in cash or may be settled in cash at the option of one of the parties, otherwise than by reason of a non performance, k) as well as any other derivative contracts relating to assets, rights, obligations, indices and measures not otherwise mentioned in paragraphs a)-j), which have the characteristics of other derivative financial instruments, having regard to whether, inter alia, they are traded on a regulated market or an MTF, are cleared and settled through recognised clearing houses or are subject to regular margin calls, and the derivative instrument stipulated in Article 39 of the Commission Regulation 1287/2006/EC. 8. PROVISIONS ON CONCLUDING, SETTING DOWN AND TERMINATING AGREEMENTS 8.1. GENERAL RULES Agreements between Customers and the Bank under normal business of the Bank are concluded with the help of the sample agreements attached to the Business Rules, however, upon their express mutual agreement the Parties may deviate from them within the frameworks of the Business Rules, the Law and the Regulations. In case of transactions for which no sample agreement is attached (Schedule 1), the Parties shall enter into special, specific agreements. Save for cases stipulated in the Business Rules, agreements are concluded in writing pursuant to the provisions of the Business Rules Prior to entering into any relationship with the Bank, Customers undertake to provide the data and the documents defined in the Laws and Clause 8.2 (Identification of Customers, and proof thereof, identification sheet, representatives) of the General Part of the Business Rules. Customers expressly consent to the Bank making copies of the documents Agreements may only be signed for and on behalf of the Bank by its authorised representatives In case of agreements concluded in writing the Bank shall only be bound by the obligations under the relevant agreement if in case of legal or unincorporated entities the agreement is signed with the authorised signature of both the Customer and the Bank, and in case of natural Customers it 9/55

10 is signed by the Customer personally, or by its representative with a power of attorney incorporated in a public document or a private document with full probative force, and by the Bank with its authorised signature, and the signed agreements have been delivered by the Parties to the other as stipulated in the Business Rules Subject to Sections of the Investment Act prior to concluding the agreement regarding investment services or ancillary services the Bank shall notify Customers of the data and other information stipulated in the Investment Act in Hungarian, or upon mutual agreement of the Parties in other foreign languages. Pursuant to Section 42(3) of the Investment Act the Bank may deliver such notice in a way that it is not addressed to a particular prospective contracting partner or Customer, rather it is posted on a website selected by the Bank if the Customer has declared to have regular Internet access, and expressly consents to it, and other terms and conditions stipulated in the Investment Act are complied with. So subject to above the Bank will comply with its obligation to notify by posting the document entitled Announcement of the Services Provided by ERSTE BANK HUNGARY ZRT. on its website The Bank shall not be bound by the obligation defined in Clause and stipulated in the Law if the Customer is deemed to be an Eligible Counterparty The fees, costs of concluding agreements and each transaction shall be set out in the schedule List of Charges to the Business Rules As part of the investment services and ancillary services, prior to entering into an agreement the Bank categorises prospective contracting parties, and after the agreement enters into force, the Bank will treat such parties according to the result of such categorisation. Customers shall not be categorised if the agreement is concluded pursuant to a Master Agreement already in force, and categorisation has already been completed with regard to the relevant transaction or financial instrument stipulated therein, or following the date of the agreement the prospective contracting party qualifies as an eligible counterparty with respect to the transaction stipulated in the agreement. The Bank shall send written notice to Customers regarding changes in their categorisation, or about the fact that they may request such categorisation to be changed pursuant to the provisions of the Investment Act, and about the changes that may occur in the rights of Customers in case of such request. As a result of the categorisation Customers may be categorised by the Bank as retail, professional customers or eligible counterparties. Detailed rules of the categorisation and the categories of Customers shall be defined in the document attached to the Business Rules in Schedule 8 and entitled Announcement on the customer categorisation practice of ERSTE BANK HUNGARY ZRT. within the scope of investment and ancillary investment services provided by the Treasury Directorate and Custody Department, available and accessible on the website of the Bank Prior to entering into the agreement the Bank will ask prospective contracting parties and customers to make a statement regarding their knowledge and experience about the main idea of the transaction regulated by the agreement, the characteristics of the financial instruments involved in the transaction, and in particular about the risks they carry, in order to ensure that the right transactions or financial instruments are recommended by the Bank to the Customer (eligibility test). Once the eligibility test is completed, the following documents or statements shall be signed and delivered by the Customer: - Statement on investment service related knowledge with respect to Treasury transactions, or - Statement on investment service related knowledge with respect to Custody Management; - Statement on using service and entering into Master Agreement or custody management agreement despite the warning of the Bank. The eligibility test above shall not be performed by the Bank if the Customer qualifies as an eligible counterparty. Furthermore, the Bank shall consider the terms and conditions related to Customer statements to be met if in case of trading on own account the Customer is categorised as professional Customer at its own request with respect to the financial instrument and transaction stipulated in the request of the Customer. If based on the eligibility test the Bank does not find the financial instrument or transaction stipulated in the agreement adequate for the prospective contracting party or the Customer, the Bank shall warn the prospective contracting party or the Customer about it. If the adequacy test is not or is not properly completed by the prospective contracting party or the Customer, the Bank 10/55

11 shall warn the prospective contracting party or the Customer that it cannot establish whether the financial instrument or transaction stipulated in the agreement is adequate IDENTIFICATION OF CUSTOMERS, AND PROOF THEREOF, INFORMATION SHEET, REPRESENTATIVES Upon entering into a business relationship with a Customer, the Bank shall carry out a due diligence regarding the Customer, its agent, and representative. In addition to the above the transaction orders of HUF three million six hundred thousand (3,600,000) or above (settled in HUF or in foreign currency) may only be accepted by the Bank from Customers, agents and representatives who have been subject to due diligence. The obligation to carry out the due diligence shall also apply to a combination of actually related transactions the aggregate value of which is at least HUF three million six hundred thousand (3,600,000). To comply with this obligation the Bank performs the identification of ad hoc customers (without an account) notwithstanding the value limit of account related transactions. When data, facts or circumstances are identified as suggesting money laundering or terrorist activity, the Bank shall identify the Customer, the agent and the representative if identification stipulated in the first two paragraphs of this clause has not taken place. Customer due diligence will be carried out by the Bank if there is any doubt concerning the authenticity or adequacy of the customer identification data. If the Customer is a legal or unincorporated entity, then after the due diligence of the person acting for and on behalf of it, the legal entity or other unincorporated entity shall also be subject to a due diligence. No measures of customer due diligence shall be taken if a) the due diligence of the Customer, agent and representative has already been carried out by the Bank in connection with another transaction, and b) the Bank has confirmed the identity of the Customer, agent and representative in connection with this transaction, and c) no change in data listed in Clause (a)-(c) has occurred. d) no change in the data of the beneficial owner as listed in has occurred As part of the customer due diligence the Bank shall request the following identification documents (papers) to be presented: a) in case of natural persons: 1. identification card (ID card) of Hungarian natural persons, and official address card, or passport and official address card, or driving licence in a card form and the official address card, 2. passport of non-hungarian natural persons, identification card provided that it authorises the holder to reside in Hungary, or document proving the right of residence, or document allowing residence In case of natural persons arriving from EU member state / EEA member state: - passport - identification document 2.2. In case of natural persons arriving from outside of EU member state / EEA member state: - passport and valid visa - passport and document proving the right of residence (e.g. permission of residence, card format registration certification with photo) Student card and birth certificate cannot be accepted to record personal data and to personal identification. b) in case of legal or unincorporated legal entities in addition to the delivery of the documents listed in paragraphs a) in this clause by the person authorised to act for and on behalf thereof, the document that proves that 1. the Hungarian economic organisation has been registered by the Court of Registration, or the application for registration has been filed; in case of sole 11/55

12 traders that the sole trader s licence has been issued, or the application for sole trader s licence has been filed with the notary of the local government, 2. the other Hungarian legal entity has been registered if incorporation requires registration by the relevant authority or court, 3. the non-hungarian legal or unincorporated legal entity has been recorded or registered under the law of its country of residence. As a proof of the registration under paragraph c) above the Bank shall request legal or unincorporated entities to deliver company extracts or other documents issued not later than thirty (30) days earlier, in case of sub-paragraph 3. the Bank shall accept the certified Hungarian translation of the company extract/certificate of registration or other document. In case of organisations under paragraph b) the right of representation shall be proven as stipulated in paragraph d) and the certificate of residency for tax purposes shall be submitted. c) the articles of incorporation (deed of foundation, charter) of legal or unincorporated legal entities before the application for incorporation, authority or court registration is filed. In this case the legal or unincorporated entity shall prove incorporation or registration within 30 days of the date thereof, and the service provider shall record the company registration and other registration number. d) in case of representation in particular the original counterpart of the power of attorney of the representative, the specimen signature of the representative certified by a public notary, or the sample signature countersigned by an attorney-at-law and the identification card. The Bank accepts sample signatures countersigned by an attorney-at-law during the incorporation (change registration) process of the Customer if the articles of incorporation or the amendment to the articles of incorporation have been drafted and countersigned by the same attorney-at-law, and the sample signature is attached to the application for incorporation (change registration). The sample signature countersigned by the attorney-at-law shall be accepted by the Bank if the documents related to incorporation (change registration), and a copy of the application for incorporation (change registration) with the receipt stamp that proves that the sample signature has been filed to the competent court of registration as an attachment. A further requirement of the sample signature countersigned by an attorney-at-law is that in its form and content it should comply with the companies act in effect from time to time As part of the identification procedure the Bank shall record the following data: a) natural person 1. family name and given name (name at birth), married name, if any, 2. address, 3. citizenship, 4. type and number of identification document, 5. in case on non-hungarian natural persons data of those listed under paragraphs 1-4 that can be verified with the identification document, and the place of residence in Hungary; In case the foreign natural person is does not have Hungarian residency, or rather his/her permanent adress cannot be found out his/her the identification documents, the permanent address can be recorded upon information of the natural person, which shall be included int he PEP declaration and which shall be verified by the Customer`s signature. Beyond that in any other cases when the Bank identifies with the maximum required data, the following data shall also be recorded: 6. date and place of birth, 7. mother`s maiden name. b) legal or unincorporated legal entity 1. name, short name, 2. registered seat, in case of undertakings with a registered seat abroad the address of the Hungarian branch, 12/55

13 3. in case of legal entities registered by the Court of Registration the registration number, in case of other legal entities the number of the resolution of establishment (registration, incorporation) or the registration number. In addition to the data defined above subject to the nature of services provided by the Bank during identification the Bank shall also record the following data in case of natural persons: 1. place and date of birth, 2. mother s name at birth. In case of legal or unincorporated entities: 1. main activity, 2. name and position of people authorised to represent, 3. data of the agent for service of process suitable for identification purposes. c) most important data regarding and related to the business relationship and the transactional instruction: 1. in case of a business relationship the type, subject and term of the agreement 2. in case of a transaction order the subject matter and amount of the order d.) In addition to the data under paragraph c) the Bank may also record the circumstances of performance (place, date, method) if subject to the nature and amount of the business relationship or transaction order and the circumstances of the Customer such is required to identify the Customer and the business relationship, transaction order in order to prevent and stop money laundering and the financing of terrorism. The Bank shall warn Customers that they have the obligation to report changes that occur during the business relationship in the data provided for due diligence or changes affecting the person of the beneficial owner, to the Bank immediately upon occurrence, but not later than five banking days of receiving information thereof, and they shall provide the Bank with the documents proving the change in the form stipulated in the Business Rules. Failure to comply with this obligation shall constitute a material breach, and the Bank shall exclude its liability for damage caused by such failure. If for up to two years no order is made from or to the Account kept by the Bank pursuant to the Business Rules, not including transactions with a term of more than one year, in the next statement of balance the Bank requests the Customer to communicate changes, if any, that incurred in its data in the meantime. If during the due diligence Customer data stipulated in the Laws, including in particular the data under Clause 8.2.3a)-c) of the Business Rules, or the data of the beneficial owner as defined in the second paragraph of Clause cannot be established or obtained, the Bank may refuse to enter into a business relationship with the relevant Customer, it may also refuse to perform the transaction order or further transaction orders, and it may terminate the existing business relationships with such Customers. As from 1 January 2009 the Bank shall refuse to perform the transaction order if: a) the business relationship with the Customer was established before the Money Laundering Act entered into force, and b) the Customer failed to appear personally or through its representative at the Bank for customer due diligence, and c) Customer data under Clause 8.2.3, the data of the beneficial owner defined in the second paragraph of Clause 8.2.4, or the details of the business relationship and the transaction order under Clause are not fully and completely available In cases stipulated in the first three paragraphs of Clause Customers shall issue a written statement to the Bank whether they are acting in their own name and for their own benefit, or on behalf and for the benefit of the beneficial owner. Failure to make such statement shall constitute a material breach. Should the Customer declare that it acts for and on behalf of the beneficial owner, the written statement shall contain the data defined in sub-paragraphs 1., 2. and 3. of paragraph a) in Clause /55

14 In addition to the data defined in the previous paragraph the Bank may request the Customer to provide the following data of the beneficial owner if subject to the nature and amount of the business relationship or transaction order and the circumstances of the Customer such is required for to the identification of the Customer and the business relationship, transaction order in order to prevent and stop money laundering and the financing of terrorism: 1. type and number of identification document 2. the place of residence in Hungary in case of non-hungarian beneficial owners 3. place and date of birth 4. mother s name at birth. Should any doubt arise in connection with the existence of the beneficial owner, the Bank shall request the Customer to issue a written (repeated) statement regarding the beneficial owner, and it shall take actions to verify the data related to the identity of the beneficial owner with the help of the publicly available records or provided to this effect pursuant to the laws. The Bank shall use its best endeavours to complete the identification process regarding the beneficial owner Customers residing abroad shall issue a written statement whether they qualify as politically exposed persons under the law of their country of residence. If the authenticity of the statement is doubtful, the Bank shall take actions to verify the statement with the help of the publicly available records or provided to this effect pursuant to the law. In case of politically exposed persons of another country, transaction orders may only be performed with the consent of the head of the Bank as defined in the organisational and operational policies of the Bank During identification the Bank shall record all data defined in Clause if the Customer failed to appear personally at the Bank for identification and verification of its identity. In order to verify identity the Customer shall deliver the Bank certified copies of the documents stipulated in Clause containing the data defined in Clause Certified copies of the documents above may only be accepted for identification purposes and for the verification of identity if a) the certified copy was issued by an officer of a Hungarian consulate or by a Hungarian public notary, and it is attested accordingly, or b) the copy is attested by an officer of a Hungarian consulate or by a Hungarian public notary stating that the copy is identical to the original document presented to it, or c) the copy is issued by an authority of country where the document was issued, entitled to produce certified copies, and unless stipulated otherwise in an international agreement the signature and the stamp of this authority are counter-attested by an officer of a Hungarian consulate In the cases defined in Section 12 of the Money Laundering Act, the Bank shall only be obliged to monitor the business relationship, and it shall ensure that data and documents related to the business relationship are up to date. Customer due diligence described in Clauses shall not be carried out if data, facts or circumstances suggesting money laundering or terrorist activity are identified Orders given as part of correspondent bank services shall only be accepted by the Bank form a services provider seated in a third country that has conducted a customer due diligence prior to entering into the correspondent bank relationship, has obtained the documents required for completing such customer due diligence, and has drafted an exploratory data analysis of the set of tools used against money laundering and financing terrorist activity. To ensure this later the correspondent bank shall be asked to complete, duly sign and return the risk evaluation document and the beneficial owner statement, in addition to this the Bank shall ensure that the service provider with its registered seat in a third country has verified the identity of the customer having direct access to the correspondent account, and that this service provider continuously monitors such business relationship, and it can deliver the relevant customer due diligence data If data, facts or circumstances suggesting money laundering or financing of terrorist activity are identified, the Bank shall immediately report them to the authority defined in the Money Laundering Act. Compliance with this reporting obligation shall not be deemed to be a breach of payment, securities, insurance, banking and trade secrets, or a violation of other limitations on 14/55

15 the provision of data or information as stipulated in the law or in agreements. If the reporting entity acts in good faith, it shall not be liable for making the report even if later such proves to be ungrounded The data, documents and the copies thereof received while complying with the obligation under Clause and the second paragraph of Clause and also the documents proving the performance of the obligation under Clause and the first paragraph of Clause and the copies thereof in accordance with the relevant legal regulations and with consent of the Customer shall be kept by the Bank for eight years from the date of data recording or reporting, the term of safekeeping the data, documents received pursuant to Clause a)-c) and the copies thereof shall commence on the date the business relationship is terminated. The Customer accepts and acknowledges that the Bank has the right to keep records that contain Customer data under Clause in case of transaction orders of HUF three million six hundred thousand (3,600,000) and above performed in cash (in HUF or in a foreign currency) The Bank has the right to request the identification data permitted by the Laws, in particular the Money Laundering Act and stipulated in Clause 8.2 (Identification of customers, and proof thereof, identification sheet, representatives) of the General Part of the Business Rules. The Bank has the right to record identification data received from Customers during identification and all other Customer related data received by the Bank during its business relationship with Customers, and it also has the right to keep and verify such data for the purposes of Customer identification, but always in compliance with the data protection and other Laws effective from time to time Pursuant to the legal regulations applicable to its activity the Bank shall continuously monitor the business relationship, including the analysis of the transaction orders performed during the existence of the business relationship in order to be able to establish if the relevant transaction order is in line with the data available to the service provider about the Customer pursuant to the law. The Bank shall ensure that the data and documents related to the business relationship are always up to date. During the business relationship the Customer shall notify the Bank of changes in the data delivered as part of the customer due diligence, and in the person of the beneficial owner, within five business days of becoming aware of such change The Bank has the right to consider the representatives and their signatures registered by it, valid and effective until it receives a written notice about the withdrawal of the representation right. In case of more than one contradictory notice from the Customer, the Bank shall accept the last one as valid. If the representative of the Customer fails to prove its representation right credibly, such shall constitute a material breach, and consequently the Bank may suspend the acceptance and performance of orders, and it shall exclude its liability for damages The Bank shall not be liable for the consequences of the performance of a false or forged order the false or forged nature of which could not have been established with any method of verification customary in business practice and carried out by the Bank with due care and attention The authenticity of the Customer s signature shall be verified with methods customary in business practice. For this purpose the Customer shall write its own signature and (it shall ensure that its representatives also write) the signature of its representatives on the information sheet. Unless otherwise proven, signatures that seem to be identical with the Customer signature on the information sheet shall be accepted by the Bank as authentic The Customer shall keep and manage all documents, media, equipment and other communication devices received from the Bank with due care and attention, and it shall use such documents, media, equipment and other communication devices pursuant to the terms and conditions of the individual agreements concluded by and between the Customer and the Bank. Should the business relationships of the Customer and Bank be terminated, the Customer shall immediately return such documents, other media, equipment and communication devices to the Bank. 15/55

16 Should the Customer become aware of any anomaly regarding the documents, media, equipment and communication devices or the loss, illegal misappropriation or misuse thereof, it shall immediately notify the Bank. Failure to comply with this obligation shall constitute a material breach, and all legal consequences, damages and lost profit arising from such failure shall be borne by the Customer AUDIO RECORDING The Customer accepts that the Bank has the right to record all telephone conversations of the Customer with the representatives of the Bank on audio and to manage them in the manner stipulated in the Business Rules in order to facilitate exercising the rights and performing the obligations under the agreement and the resolution of disputes arising from the agreement Inquiries over the telephone shall be recorded by the Bank on audio, and the conversations thus recorded shall be kept separately until the agreement is set in writing or a written confirmation is issued, or without such written agreement or confirmation for six years from the calendar year following the date of the transaction in a place suitable for preventing unauthorised access by third parties unless stipulated otherwise in the Business Rules or the applicable law. Once the agreement is set in writing or the written confirmation thereof is issued, or following the six year term above the Bank has the right to destroy audio recordings. The Bank undertakes no liability for unsuccessful audio recordings if such is caused by technical failure Only Customers or the person authorised by the responsible head of the investment business line of the Bank may listen to audio recordings. When audio recordings are played back, minutes shall be taken thereof in all cases. In case of disputes between Customers and the Bank, both parties shall accept audio recordings as having probative force Subject to the technical conditions related to the operation of the telephone network the Bank shall use its reasonable endeavours to ensure that no third parties may access telephone conversations The Customer shall bear all liability for damages arising from the misunderstanding of the transaction concluded in oral form, should the Bank - in the course of dealing - proceeded in special care, according to the orders of the Business Rules The Customer can ask for copy of the recordings. Upon written request of the Customer the Bank shall hand over the copy on fixed data medium (on CD) within 15 working days PUTTING AGREEMENTS IN WRITING Agreements concluded by and between the Bank and the Customer orally shall be put in writing by the Bank within three (3) Banking Days Unless stipulated otherwise in the Laws or in the Business Rules the relevant contractual relationship between the Bank and the Customer shall be established notwithstanding it being put in writing or a written confirmation being sent to the Customer. The legal relationship shall be established on the date when the offer of the Bank to conclude an agreement is accepted by the Customer with an unchanged content If an individual agreement or contract concluded orally is put in writing with terms and conditions different from those agreed orally, the Customer or the person authorised to confirm shall immediately contact the Bank to clarify the reason for such deviation. If as a result the Parties arrive at an agreement, the Bank shall put the transaction in writing again within 2 hours, and it shall send it to the Customer. If the Parties fail to clarify the reasons for deviation, then the provisions of Clause 8.7 (Dispute resolution) of the General Part of the Business Rules shall apply accordingly. If the Customer confirms the agreement put in writing again, acknowledges it or it does not dispute it before 12 p.m. on the following Banking Day after the trade, then the Customer may not anymore refer to the fact that there are discrepancies between the written version and the oral agreement of the parties. 16/55

17 The Customer shall be liable for default or damage caused by mistakes, misunderstandings or defects arising during the telephone contact, unless such default or damage is proven to be caused by the fault of the Bank Fax messages signed pursuant to Clause and Schedule 3 of the Business Rules shall be in all cases considered by the Parties to be issued by the other Party pursuant to the provisions of these Business Rules, the individual agreement and Schedule 3. Subject to the agreement of the Bank concluded with the Customer fax messages delivered to the Bank shall be recorded by the device environment receiving fax messages (hereinafter the Fax System of the Bank). The Customer shall acknowledge and accept the data recorded in the Fax System of the Bank as being authentic proof of the delivery and execution of the fax message. The Customer shall accept that the date of receipt of fax messages delivered to the Fax System of the Bank shall be the date registered by the Fax System of the Bank. Fax messages shall be deemed received when the Fax System of the Bank can register receipt. When using the Fax System of the Bank the Customer shall act as it is duly expected of it, thus in particular pursuant to the Agreement it shall immediately report to the Bank if it becomes aware of an unapproved fax message having been submitted on behalf of it to the Fax System of the Bank. In case of such report the Bank shall undertake not to accept further fax messages until the relevant agreement is amended or until it receives a declaration duly signed by the Customer to the contrary. Reports shall be deemed ineffective if the name, signature of the person reporting cannot be identified, if Customer data are given incorrectly or if based on the circumstances and content of the report it seems probable that the information therein is untrue. The Bank shall not be liable for legal consequences and damages arising from the invalidity of the report. In order to verify the identity of the person reporting the Bank has the right to request further data, but it shall not otherwise inspect the person reporting before the report is made Confirmation by the Customer may be delivered in fax to the Bank to the fax number defined in the Master Agreement. The Customer undertakes to duly sign the original of its confirmations prior to transmitting them back, and following transmission it shall send the original document to the Bank within 3 (three) banking days of the date of the order send in fax. On the original document the Customer shall clearly mark that it is identical with the order sent previously in fax and that it serves as a confirmation thereof The Customer shall bear full liability towards the Bank for damages of the Bank caused by the breaking, unauthorised use, modification of the system of the Bank receiving fax messages sent to the Bank (Fax System of the Bank). The Customer hereby also acknowledges that the Bank shall only be liable for damages arising in connection with instructions given in fax in case of wilful, gravely negligent conduct or criminal act, and only if it fails to comply any of its obligations under the Master Agreement or the individual agreements. Damage caused by misuse, if any, shall be considered damage within the control of the Party that is proven to have caused such misuse with its fax message. The Customer shall bear risks arising from misuse, if any, related to messages sent in fax addressed to the Bank under the relevant agreement, the Customer shall be exclusively liable for damages arising from this, in particular damages caused by third parties connecting to the telecommunication line used for faxing with a malicious intent, by forgery of signatures or documents, unauthorised disclosure of securities data qualifying as securities secret and technical breakdowns in data transmission (e.g. telephone line problems; fax is not received by the Bank; incorrect fax number is given), in connection with such damages the Bank shall exclude all liabilities.. The Customer hereby irrevocably releases the Bank from all liabilities that may have been caused by the loss, illegibility, interruption, illegality of the message transmitted in fax or by a delay resulting from any other reasons. The Bank shall ensure compliance with regulations on privacy and data security, however, in the process of submitting declarations or orders in fax until receipt by the Fax System of the Bank, 17/55

18 the Bank shall undertake liability in connection with the safety and secrecy of the relevant service provided under the agreement with the Bank only to the extent other service providers (e.g.: telephone company, internet service provider) involved in the user of the system undertake in connection with their own system. The Bank shall exclude liability for damages arising from this. The Bank shall exclude its liability for default or defective execution in the transmission and receipt of declarations or orders made in fax, or the fax messages including them, that arise beyond the control of the Bank, in particular in case of breakdown, unserviceability or maintenance in the operation of the telecommunication service providers for whatever reasons, affecting the services provided by the Bank AMENDMENT Agreements between the Bank and the Customer may only be amended in writing upon the joint agreement of the parties on the condition that pursuant to the provisions of Clause 2 of these Business Rules once the Business Rules are amended the agreement between the Bank and the Customer shall also be amended without the individual agreement of the Parties TERMINATION The agreement between the Bank and the Customer may be terminated: - with the joint agreement of the Parties, - on the date set in the agreement, with a performance before such date, - with ordinary termination or termination for cause, - with immediate effect with the written rescission statement of any of the Parties upon receipt of such statement by the other Party, - upon termination of the Parties without legal successors, in case of natural person Customer with the death of the Customer, or - as a result of any of the events listed in Clause 9.2 of the General Part of the Business Rules, or any other reasons for which none of the Parties shall be liable and that causes the performance of the obligations under the agreement to be impossible, especially, but not exclusively in case of Market Disruption Unless stipulated otherwise in the Business Rules or agreed otherwise by the Parties, the other Party shall be notified of the rescission or termination in writing. The Parties shall be entitled to the right of rescission if such has been previously agreed in the agreement or if such right is stipulated in the Law. The Bank shall reserve the right not to enter into an agreement or to suspend the performance of its obligations under the agreement if such is impossible because of the liquidity problems of the interbank foreign currency, capital and money markets, in particular in case if the quotation or sale of the relevant investment instrument is suspended Should the Customer terminate the agreement concluded with the Bank, it shall assume the obligations of the Bank already undertaken Unless stipulated otherwise in the Law or by the Parties, the Parties may at any time terminate their agreements with a fifteen (15) day written ordinary notice delivered to the other Party The Bank may immediately refuse the performance of its obligations under the individual agreement with the Customer, the agreement or the Master agreement, and it may terminate the individual agreement, agreement or the Master Agreement for cause with a written notice to the other Party in the cases stipulated by the Law or in case of events of material breach defined in the Business Rules, including the following events of material breach not remedied by the Customer despite the request of the Bank to this effect: - the Customer fails to provide data or the data provided by the Customer is either inadequate or incorrect, or the Customer s conduct or the data provided or statements made are aimed at misleading the Bank, or the Bank is mislead by the communication of untrue facts, withholding of data or in any other way; 18/55

19 - the Customer refuses to prove its identity or submit itself to identification pursuant to the Business Rules, or the Bank does not accept such identification or proof as credible; - circumstances arise that allow the Bank to refuse to enter into the agreement subject to the effective Law and other Regulations; - facts, events or circumstances arising with respect to the Customer or an Affiliate thereof or a series of such facts, events or circumstances that have or may have a materially adverse effect on the following: (a) economic (financial or other) situation or results of the Customer or its Affiliates; (b) (c) economic management, business of the Customer or its Affiliates; or the ability of the Customer to duly perform its obligations under the agreement concluded with the Bank; - the Customer fails to or cannot comply with the request of the Bank to provide or confirm security within the date defined by the Bank, or the performance of other payment obligation or its ability to perform is threatened; - the Customer is in other material breach defined in the Business Rules or any of the agreements between the Customer and the Bank; - if subject to the specific type of transactions the Customer is in default with its payment obligation under the agreement; - in case of an activity of the Customer that may have an adverse effect on the goodwill of the Bank; - the following cases, or any corporate law act is implemented, is initiated by third parties or the Customer, or other legal or non legal actions are launched against the Customer, or in any other legal systems any corresponding proceeding or act is implement or initiated against it: (a) (b) bankruptcy, liquidation or dissolution of the Customer or its Affiliates; arrangement or other agreement with any of the creditors of the Customer or its Affiliates; - legal security interest (in particular charge) is created over the assets of the Customer or a part thereof, or a competent court or authority adopts an order on the attaching the assets of the Customer or a part thereof; - the business of the Customer or a significant part thereof is expropriated, nationalised or becomes public property, or the Customer is unable to or loses the right to exercise its control, management or owner s rights; - the Customer prevents inspection by the Bank, or fails to comply with its obligations to provide data to the Bank pursuant to the agreement or the provisions of the law; - without the prior written consent of the Bank the Customer is taken over by another company, is merged into it or transfers a material part of its assets to third parties or otherwise disposes of it, or implements material changes in the scope and nature of its business; - the Customer breaches any of its obligations related to financial liability arising from an agreement with the Bank, and such entitles the relevant third party to terminate the agreement with immediate effect and declare debts to be immediately due and payable - in case of Market Disruption. In addition to the reasons above the Business Rules, including the Specific Part of the Business Rules and each individual agreement may defined further cases of material breach by the Customer No failure or delay in exercising the rights or remedies under the Business Rules or the individual agreements between the Customer and the Bank shall be interpreted as a waiver of the relevant right or remedy, nor does the single or partial exercise of any right or remedy prevent the future or repeated exercise of the same or other rights or remedies. Rights and remedies under the Business Rules shall be in addition to the rights and remedies under the law, and shall not exclude them The provisions of the Business Rules shall survive with respect to the relationship of the Parties after the termination of the contractual relationship until the expiry of the period open for the Parties to exercise their rights under the agreement, and until the obligations of the Parties are fully discharged The agreement shall also terminate if one of the Parties ceases to exist without a legal successor, or in case of a natural person the Customer dies. 19/55

20 On the Value Date of the settlement of the agreement, or if there is no such settlement, then on the date of performance by the Bank, the Bank shall transfer or pay the Customer the money due and payable to the Customer, or the Customer Account or in case of a relevant agreement the bank account of the Customer is credited with the amount. Before the first Banking Day following the settlement of the agreement the Securities Account or Securities Custody Account of the Customer is credited with the securities to which the Customer is entitled, or the printed securities and other investment instruments shall be released to the Customer upon request. The Bank shall undertake liability for its failure to meet the above performance dates for reasons beyond its control DISPUTE RESOLUTION The Parties shall primarily resolve disputes arising from or in connection with the Business Rules (in particular a breach by a Party, or the validity or interpretation of the Business Rules) by way of negotiations in good faith. Should such negotiations fail, the Bank may request the statement of the HFSA with respect to the dispute, and suspend the performance of its obligations under the agreement. Without this disputes shall be resolved pursuant to the provisions of Clause of the General Part of the Business Rules The Customer may submit its objections in writing against the performance of the obligations of the Bank under the Business Rules or the agreement concluded pursuant to the Business Rules. Such objections shall be investigated by the Bank pursuant to the applicable laws and Regulations, and it shall notify the Customer of the results thereof The Parties agree to attempt to settle disputes arising from or in connection with the Business Rules (including disputes related to the validity, effect or termination of the Business Rules) amicably, in case of failure to reach mutual agreement the Parties shall submit themselves to the exclusive competence of the Permanent Arbitration Court of the Money and Capital Markets. Subject to Act LXXI of 1994 on Arbitration amended from time to time this provision of the Business Rules shall also qualify as arbitration agreements, and its validity shall not be affected by the invalidity, if any, of the Business Rules or the agreements between the Parties. The number of arbitrators shall be three (3). The arbitration proceedings shall be governed by the Procedural Rules of the Arbitration Court. This provision of the Business Rules stipulating the exclusive competence of the Permanent Arbitration Court of the Money and Capital Markets shall be incorporated in all agreements concluded by and between the Customer and the Bank with respect to investment services or ancillary investment services, unless the exclusive competence of the Permanent Arbitration Court is expressly excluded by the Parties in writing on the date of the agreement The resolution of disputes related to these Business Rules shall be governed by the rules of Hungarian law REFUSAL TO ENTER INTO THE AGREEMENT The Bank may refuse to enter into the agreement or individual agreements if - such would result in insider dealing or market manipulation, or - such would breach the law or the regulations of regulated markets, stock exchanges, clearing houses, central contracting party organisation with clearing house activity or central depository of third countries complying with the terms and conditions of regulated market, - the prospective contracting party or the customer refused to prove its identity or to submit itself to the identification procedure, and if the proof of identity is inadequate or identification failed for some other reasons. The Bank shall refuse to enter into the agreement as stipulated in the first paragraph of this clause if according to the information of the Bank such an agreement results, or subject to the circumstances of the agreement it would reasonable result in insider dealing or market manipulation. Refusal by the Bank to enter into the agreement for the reasons defined in the first paragraph of this clause shall be immediately reported to the HFSA, but not later than within one (1) Banking Day. 20/55