Terms and Conditions of Service Update Archive

Below are the details of the Goodbody Stockbrokers Terms and Conditions of Service preceding October 2007

December 2005

By proceeding further with the services of this Website, you will be deemed to have accepted these Terms and Conditions of Service.

GENERAL

Legal Issues
About Advice
Communication
Information Modification and/or Termination
Positions in Shares
For US Persons Only
For US Persons and Persons outside the EEA (European Economic Area)
Regulation
Nominee Service
Pooling of Client Investment Instruments and Client Monies
Client Assets held outside Ireland
Scope of Service
Online Charges
CREST Personal Membership
Pledging of Securities
Links
Hours of Telephone Support and Execution Service
Updates to Terms and Conditions of Service
Privacy Policy
Type of Service

ELECTRONIC SERVICES

Appendix A - Terms of Business
Appendix B - Terms and Conditions of Sponsorship
Appendix C - Declaration

GENERAL

- Governing Laws
Information contained within this Website is provided in accordance with and subject to the laws of the Republic of Ireland. Those laws govern the conduct and operation of this Website. The courts of the Republic of Ireland have exclusive jurisdiction over all claims or disputes arising in relation to, out of, or in connection with this Website, the information contained within and its use.

- Distribution / Use of this Website
This Website is not intended for distribution to, or use by, any person in any country where such distribution or use would be contrary to local law or regulation. None of the services or investments referred to in this Website are available to persons resident in any country where the provisions of such services or investments would be contrary to local law or regulation.

- Copyright Laws
The information contained in and the content of the pages of this Website is copyright to Goodbody Stockbrokers and its relevant content providers and may not be copied, transmitted, converted, transcribed or reproduced without the prior consent of Goodbody Stockbrokers.

The information contained within this Website should not be taken as an offer or solicitation of investment advice or encourage the purchase or sale of any particular security or investment. It is provided for information purposes only.

Goodbody Stockbrokers and its content providers makes no representation or warranty of any kind with respect to the products described, analysis or information obtained arising from use of the pages on this Website. Information provided is obtained from sources deemed to be reliable, is provided solely on a best efforts basis for your convenience and Goodbody Stockbrokers and its content providers do not guarantee the completeness or accuracy of such information. Goodbody Stockbrokers and its content providers does not accept any liability for any loss or damage arising out of negligence or otherwise as a result of use or reliance on this information, whether authorised or not.

The use of the Website is at the user's sole risk. Not all recommendations are necessarily suitable for all investors and investment policy must be tailored to suit the circumstances of the individual. Consequently, we recommend users consult their professional adviser before acting on any advice or recommendation in this Website. The value of any investments may fall as well as rise and you may not recover the full amount originally invested. Past performance or simulated performance is no guarantee of future investment returns. Prices displayed are indicative prices and may not be real time prices for the purpose of buying and selling securities.

The value of your investment may be subject to exchange rate fluctuations which may have a positive or adverse effect on the price or income or the securities.

Communications will be sent to you at the address specified by you in the account application (or at such other address as you may specify in writing). All communications sent, whether by mail, electronic data communications, fax or otherwise, shall be considered delivered to you, whether actually received or not, if we do not receive notice of non-receipt. You must inform us within a reasonable time of any change in your name and/or address in writing.

The information provided in this Website is subject to change without notice and is continuously updated. Goodbody Stockbrokers reserves the right in its sole discretion to cancel, terminate, or suspend this Website, or any information contained within, at any time and without prior notice.

Goodbody Stockbrokers, its associated companies, directors, officers and employees may own or have positions in any securities mentioned within the pages of this Website and may from time to time deal in such securities.

This Website is only intended for use in the United States by Major Institutional Investors. A Major Institutional Investor is defined under Rule 15a-6 of the Securities Exchange Act 1934 as amended and interpreted by the SEC from time-to-time as having total assets in its own account or under management in excess of $100 million.

In certain jurisdictions, investment firms are not permitted to provide certain services without authorisation from a local regulator. You should not access the information in this Website from outside the EEA or within the US unless you first inform yourself about regulatory requirements in your jurisdiction and you are satisfied that no specific authorisation is required in your jurisdiction.

Goodbody Stockbrokers is the stockbroking arm of the AIB Group. Goodbody Stockbrokers is regulated by the Financial Regulator and is a member firm of the Irish Stock Exchange and the London Stock Exchange.

Registered Office:

Ballsbridge Park,
Ballsbridge
Dublin 4

I/We confirm that I/we wish my/our investments to be held in the name of a Nominee Company wholly owned by Goodbody Stockbrokers or in a Nominee Company controlled by an eligible custodian or clearing house.

Investment instruments and client monies, which we hold on your behalf with an eligible credit institution, relevant party or eligible custodian may be held in an account with other client assets. In accordance with the Financial Regulator requirements we will ensure that any such account is:

1. Designed as a Client Account in the name of Goodbody Stockbrokers or a Nominee Company controlled by an eligible custodian or clearing house. We will obtain a written acknowledgement from the relevant institution confirming that it is designated as a Client Account and we will be responsible for issuing instructions on the account.
2. Reconciled to our own records on a regular basis.

The legal and regulatory regime applying to any eligible credit institution, relevant party or eligible custodian, with whom your account is held, may be different to that of Ireland and in the event of a default of such an institution those assets may be treated differently from the position which would apply if the assets were held in an eligible credit institution, relevant party or eligible custodian in Ireland. You should take independent legal advice if you are concerned about the implications of this.

Any uninvested cash funds or income are held in a non-interest bearing online trading account.

We reserve the right to limit our internet service by dealing only in certain stocks or categories of stocks and to change the stocks or categories of stocks in which we are prepared to deal, without notice to you.

Details of our online charges are available on our Website and are available on request from Goodbody Online.

Goodbody Stockbrokers will act as your CREST sponsor, subject to your admission as a CREST personal member by CRESTCo. The terms on which we will act as your CREST sponsor are set out in the Terms and Conditions of Sponsorship, as outlined in Appendix B to our Terms and Conditions of Service (as from time to time amended by us).

The securities held in your Goodbody Online account may not be pledged as security to any third party.

This Website has provided hypertext links to sites which are not operated, controlled or maintained by Goodbody Stockbrokers. We do not accept responsibility for the content of any of these Websites or for any loss or damage arising either directly or indirectly as a consequence of you accessing them.

Details of the opening hours of the Goodbody Online Telephone Support Service and the Goodbody Online Execution Service are available in the Frequently Asked Questions Section of our Website. It is your responsibility to read these.

We reserve the right to amend our Terms and Conditions of Service from time to time. Details of all amendments will be available on our Website. By using the services and information on this Website, it is your responsibility to read and accept the Terms and Conditions of Service in place at time of use.

Privacy Policy

Our Privacy Policy is available on our Website and it is your responsbility to read and accept the Privacy Policy in place at the time of use.

Goodbody Online is an Execution-Only online share dealing service.

ELECTRONIC SERVICES

In accessing the pages of this Website the user accepts that the electronic mail and other transmissions passing over the Internet may not be free from interference by outside third parties and may not remain confidential. As a consequence Goodbody Stockbrokers cannot guarantee the privacy or confidentiality of any information relating to the user passing over the Internet.

By using our online services, you acknowledge and accept that instructions transmitted via the online system will be deemed to have originated from you, if your logon details have been used in the logon process. Your logon details should not be disclosed.

Goodbody Stockbrokers reserves the right to cancel, terminate or suspend any account registered within this Website. We shall however use reasonable endeavours to give prior written notice of such actions except if there are valid reasons under law to prevent such notice.

We may conduct a review of online transactions and reserve the right without prior notice to you, to expire the logon details of any account which is inactive.

Due to its nature the risks arising from use of the internet environment are higher than may otherwise arise. By using this service you acknowledge and accept the increased risk of technical malfunctions, communication failures, the loss of security and privacy which can arise from using the internet environment.

Goodbody Stockbrokers and its content providers assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communication line failure, power supply failure, destruction or unauthorised electronic access by a third party to, or alteration of entries posted to this Website.

Goodbody Stockbrokers will not be liable for losses caused directly or indirectly by government restrictions, exchange or market rulings, wars, strikes or other conditions beyond our control.

Goodbody Stockbrokers is not responsible for any problem or technical malfunction of any telephone network or on-line system, server or provider, computer equipment, software, failure of e-mail on account of technical problems or traffic congestion on the Internet, or any combination thereof, including injury or damage to visitors, or any other person's computer related to, or resulting from access to, or downloading material from this Website.

Goodbody Stockbrokers accepts no liability for any infection by computer virus, bug, tampering, unauthorised intervention, fraud, technical failure, or any other cause beyond the control of Goodbody Stockbrokers, which corrupts or affects the administration, security, fairness, integrity, or proper conduct of any aspect of this Website.

For the avoidance of doubt, we do not accept responsibility for any losses arising from delays or non-receipt of orders by Goodbody Stockbrokers. It is your responsibility to contact Goodbody Online immediately, when you observe that an order has not been executed or rejected within a reasonable timeframe.

Online Trading & Valuations

All online trades are subject to Goodbody Stockbroker's Terms and Conditions of Service as outlined in this document, together with the attached Appendices A & B. Orders may be placed by telephone in the event that you are unable to send them via the electronic online service. You may place an at best or a limit order.

Orders placed electronically by you through our online share dealing service do not require verbal confirmation.

It is only possible to place an order up to a stated percentage (%) of your available funds. All calculations provided at the time of placing your order are based on an indicative price only, except where a firm quote is supplied. Further details of this stated % are available in the Frequently Asked Questions section of our Website. You should note that when you place an "at best" purchase order that it is possible to spend in excess of the funds in your account. You will be liable to pay any outstanding monies arising from such a transaction to Goodbody Stockbrokers.

You acknowledge and agree that your orders are not reviewed by Goodbody Stockbrokers prior to their execution and that you are fully responsible for determining the suitability of your orders and your investment decisions.

Orders to purchase or sell securities over the Website are accepted by Goodbody Stockbrokers for execution at its sole discretion. Any obligations we may have in terms of timely execution will only apply when Goodbody Stockbrokers has captured your order for execution.

Clients are advised that execution may be at a later time than that at which the order is input into the Website. While Goodbody Stockbrokers will use reasonable endeavours to try to execute any order which it accepts as soon as possible, Goodbody Stockbrokers cannot be held liable for any delays.

Irish and US Online Orders: Any Irish or US limit order, which we accept, will be valid for one calendar day only.

UK Online Fill or Kill Limit Orders: During UK market hours (08.00 - 16.30) a firm quote is offered an you can thus accept or reject the actual market price offered. Outside of market hours, you may set a limit price on UK orders. All UK limit orders are on a fill or kill basis. A fill or kill limit order is executed either in full or not at all. If the quantity specified in the order cannot be met in full and or it is not possible to execute the order at a price equal to or better than the limit price, the entire order is rejected.

We draw your attention to the fact that all Goodbody Online orders are not valid for a period of one week. Section 18 and Section 19 - Appendix A.

Certain transactions may be of a size that we may be unable or unwilling to execute the transaction immediately. In these circumstances you should contact Goodbody Online. Goodbody Online may process your order but it is not obliged to do so. Orders of this nature may incur higher commission than our standard on-line share dealing charges.

The fact that you input an order to purchase or sell securities into Goodbody Stockbroker's Website is not a guarantee that the said securities will be bought or sold. You are hereby advised that Goodbody Stockbrokers may not be able to execute an order on your behalf for some considerable time due to prevailing market conditions (high volatility/high trading volumes or otherwise), the illiquid nature of certain stocks at various stages, delays in order transmissions and or other circumstances beyond the reasonable control of Goodbody Stockbrokers. There may be a significant difference between the indicative price quoted at the time of placing your order and the price at which your order is executed where a firm quote is not supplied.

Goodbody Stockbrokers do not accept responsibility for any errors arising from delays or erroneous postings of transactions to your account where there is a genuine mistake which is or should be reasonably obvious to you the end client. Notwithstanding the fact that such delays or errors may occur, it is your responsibility to ensure that:-

1. when you place an instruction to sell stock you have sufficient stock in hand to enable you to settle the transaction. If you fail to do so we reserve the right to repurchase the shares on your behalf without being responsible for any losses or diminution in value. The cost of the repurchase together with normal commission charges will be applied to your account.
2. when placing an order to purchase stock you have sufficient funds in your account with us to pay for the purchase and to discharge any liabilities already due to us or which may become due to us as a result of previous transactions. Furthermore, if the transaction is carried out we reserve the right to sell the stock and to charge your account with any losses including associated costs.

You agree that Goodbody Stockbroker's reserves the right to reject or cancel any order, which you may have placed for any or no reason and without prior notice to you.

Goodbody Stockbrokers will take all reasonable steps to make sure that your instructions are passed completely, accurately and unaltered to any third party or broker as requested. Goodbody Stockbrokers accepts no liability for any errors or losses resulting directly or indirectly from the omissions of that broker.

We will use reasonable endeavours to provide valuations calculated at closing prices from the previous day.

The valuation of your investments may be derived from sources, which are subject to time delay and accordingly we do not warrant that such valuations are up to date and accurate at all times. As we cannot guarantee the accuracy of such data, we will not be held liable for any losses incurred by your use of it.

In certain circumstances, stock holdings and cash balances appearing on your valuation may be reversed, cancelled or reduced by Goodbody Stockbrokers and the balances must be construed accordingly.

NOTE: IN ANY INSTANCE WHERE GOODBODY ONLINE TERMS AND CONDITIONS OF SERVICE AS OUTLINED ABOVE CONFLICT WITH OUR TERMS AND CONDITIONS AS OUTLINED IN APPENDIX A OR THE TERMS AND CONDITIONS OF SPONSORSHIP AS OUTLINED IN APPENDIX B, THE TERMS AND CONDITIONS OF SERVICE ABOVE WILL TAKE PRECEDENCE.

APPENDIX A

1. Most forms of investment involve some risk as to security of capital, certainty of income or marketability. The value of your investment may go down as well as up due to the volatile nature of stock market investment and you may not recover the total amount originally invested.

   The value of your investment may be subject to exchange rate fluctuations which may have a positive or adverse effect on the price or income of the securities. Past performance should not be taken as an indication or guarantee of future performance and neither should simulated performance.

2. The service which we offer under these Terms and Conditions is an Execution Only share-dealing service.
   As an Execution Only Client you are responsible for ensuring that all investment decisions undertaken are suited to meet your investment objectives, financial position and attitude to risk. Only advice specifically requested may be provided by us and will be given in good faith and without any responsibility on our part.

3. Instructions may be given to us by telephone, orally or in writing. Facsimile and email instructions relating to transactions on accounts will not be acted upon unless they are in confirmation of verbal instructions. We may in good faith rely upon and you will be bound by any instructions which purport to be or originate from a person authorised on behalf of you to give such instructions.
4. Our charges will be in accordance with our published rate card in effect at the time the charges are incurred. A copy of our current rate card accompanies this account application form. You will also have to pay any applicable value added tax, stamp duty or similar third party charges. Charges will change from time to time and we will notify you in advance of any such changes. We will send you a list of current charges on request. We may share dealing charges and or management fees with third parties or associated companies, or receive remuneration from them in respect of your account. Details of any such sharing arrangement or of any remuneration received or receivable will be made available to you on request.

   Foreign Exchange: - If we conduct a transaction for you in a foreign currency it will be necessary either (a) for you to settle with us in that currency or (b) for us to carry out a currency exchange deal. Where we receive funds from you or collect income on your behalf we will lodge them in the currency of receipt unless you do not have an account denominated in that currency and it would be unduly burdensome for us to open such an account. In such instances we may convert the money and hold it in an alternate currency for you. Any currency exchange deals that we conduct on behalf of our clients may include a spread to cover the risk for Goodbody Stockbrokers.

   Please note that you are not entitled to refunds for money paid in respect of the purchases of securities and any other costs.

5. Your attention is drawn to the fact that when we deal for you, we, an associated or subsidiary undertaking or some other person connected with us, may have an interest, relationship or arrangement that is material in relation to the transaction or investment concerned. However, our employees are required to comply with a policy of independence and disregard any such interest when investing for you. We will make all reasonable efforts to avoid conflicts of interest and when they cannot be avoided, we shall ensure that you are treated fairly.

   The following are some examples of the type of interest, relationship or arrangement that could be involved:

   1. being the financial adviser or lending banker to the company whose securities you are buying or selling, or acting for that company in a takeover bid by or for it;
   2. sponsoring or underwriting a new issue involving the investment that you are buying or selling;
   3. having a holding or a dealing position in the investment concerned;
   4. receiving payments or other benefits for giving business to the firm with which your order is placed;
   5. being an associated company of the issuer of the investment.
   
   

   Your attention is also drawn to the fact that when we recommend a transaction and or deal for you, we or one of our associated companies;

   1. could be dealing as principal for our or its own account by selling the investment concerned to you or buying it from you; or;
   2. could be matching your transaction with that of another client by acting on their behalf as well as yours.

6. We are registered with the Irish and London Stock Exchanges as a market maker in equities. If we have dealt as principal in any transaction this will be disclosed on the contract note.
7. We may aggregate your order with the orders of other clients, if this will assist in completing the order.
8. Money and securities held by us on your behalf will be dealt with strictly in accordance with the Financial Regulator's requirements and the rules of the Irish Stock Exchange. The banks, including AIB Bank and its subsidiaries, with whom we deposit client money have given us an acknowledgement that money in a Client Account is not this firm's money and cannot be subject to a claim in respect of any money owed by the firm. We do not accept responsibility in the event of a default by an eligible credit institution outside the AIB Group. Interest is not payable on funds held in an earnings, dealing, futures or options account.

   Without prejudice and in addition to any other rights we may have at law or otherwise, we shall be entitled without notice to set off any amount from time to time owing by you under or in respect of these Terms and Conditions or any transaction or otherwise howsoever against any amount owing by us to you under or in respect of the same or against all monies at any time held to the credit of any account or accounts of yours with us (whether or not such amounts are denominated in the same currency).

   Should you at any stage ask us to remit cash to a third party you will confirm this request to us in writing. We operate an upper limit on such payments, details of which are available on request. Payments of amounts exceeding this limit can only be made payable directly to the client or to the client's own bank account.

9. We may place on deposit with such bank or other institution and on such terms as we think fit any monies, which we may hold for you from time to time in your dealing account. We may place money on deposit with deposit takers who are members of the same group as Goodbody Stockbrokers. The terms under which such deposits are managed are as follows:

   While the rate of interest credited to your account may be a similar rate, for deposits held on the same terms with other deposit-taking institutions, Goodbody Stockbrokers reserves the right to receive a handling charge from the deposit-taking institution concerned. Monies so deposited are available to Goodbody Stockbrokers for the purpose of settling any balance outstanding on your account. Goodbody Stockbrokers is simply acting as agent. Any transaction carried out by Goodbody Stockbrokers under this authority shall be without liability on our part.

10. We will not borrow money for you under any circumstances. However, Goodbody Pensioneer Trustees Limited may borrow money as Pensioneer Trustee with you or on your behalf for investment purposes in an approved Small Self-Administered Scheme. We may hold such monies pursuant to such borrowings.
11. All securities purchased through us can be registered in your name, in the name of a Nominee Company wholly owned by Goodbody Stockbrokers or in a Nominee Company controlled by an eligible custodian or clearing house. We may hold your securities with an eligible custodian which is an associated company of our firm. Our Nominee Company is operated in accordance with the requirements of the Financial Regulator.

    If you are using our Nominee facilities we have the following obligation towards you:

    All firms carrying out investment business in the Republic of Ireland now need to be authorised or exempt from authorisation by a competent authority. Goodbody Stockbrokers has been authorised as a Member of the Irish Stock Exchange and is regulated by the Financial Regulator. It is a requirement of the Financial Regulator that before we provide you with Nominee facilities we notify you of the obligations we have to you in relation to:

    1. Registration of safe custody investments and collateral - if not registered in your name:

       We will ensure that any registerable (including electronic) investments are registered in the name of a Nominee Company wholly owned by Goodbody Stockbrokers or in a Nominee Company controlled by an eligible custodian or clearing house. Our Nominee Company's sole function is to act as a Nominee Company for Goodbody Stockbrokers clients and in certain instances AIB Group affiliates.

    2. Claiming and receiving dividends, interest payments and other rights accruing to you; We will account to you promptly for all dividends, interest payments and other rights accruing to you and will pay these to you in accordance with your instructions. Our policy in relation to any scrip dividend being offered will be to elect for the cash alternative unless you specifically instruct us to take the share alternative.
    3. Exercising conversion and subscription rights and dealing with take-overs, other offers or capital re-organisations; We will advise you in writing, by telephone or orally of the options available to you in respect of these events and will act on your instructions. In the event of us not being able to contact you to ascertain your instructions we will apply the default option notified by the relevant securities registration agent.
    4. Exercising voting rights; We will not notify you of Annual General Meetings or Extraordinary General Meetings applicable to your investments, nor will we exercise any voting rights attaching to your investrments unless you specifically request us to do so.
    5. And the extent of our liability in the event of a default by an eligible custodian. We accept responsibility for the safe custody obligations of any custodians or their nominees which are associates or otherwise a member of our group; however, we do not accept responsibility for the obligations of any other custodian. The eligible custodians used by Goodbody are members of Regulated Investment Exchanges and regulated in their home countries and have confirmed in writing that they carry appropriate levels of insurance to protect client assets.

       It is the policy of the firm not to provide Annual Reports relating to the companies in which you hold securities through our Nominee facility.

12. Your attention is drawn to the fact that we reserve the right at all times and without prior notice to you to sell or realise any investments which we are holding (or entitled to receive) on your behalf in order to meet any liabilities which you may have incurred to us and failed to discharge. A contract note will be sent to you advising you of any such disposal. You agree that all your investments held at any time by us or any custodian pursuant hereto shall be and remain a continuing security for the payment and satisfaction when due of all monies, securities and other indebtedness and liabilities of whatever nature (including, without limitation, any resulting from any commitment entered into for you and contingent indebtedness, interest and any of our costs and charges, whether paid or incurred in obtaining or attempting to obtain payment or satisfaction from you in perfecting or enforcing this security, or otherwise) which may at any time be or become due or outstanding to us, from you. We may at any time take legal action to recover amounts owing to our firm which you have failed to discharge. Details of any such legal action may be communicated to you in writing, by service of proceedings or otherwise.
13. Telephone calls are recorded to ensure accuracy and help maintain quality of service.
14. Joint Customers.
    Where this contract is addressed to more than one person:
    1. any instruction, notice, demand, acknowledgement or request to be given by or to you under this contract may be given by or to any one of you. We need not enquire as to the authority of that person to represent the other addressees. That person may be deemed to have given us an effective and final instruction and/or discharge in respect of any of our obligations; and
    2. your liabilities under or in connection with this contract are joint and several; and
    3. on the death of any of you, we may treat the survivor(s) as the only person(s) entitled to your investments and to give instructions to us in connection therewith.
15. Where this contract is addressed to one or more trustees, you:-
    1. will notify us of any changes in trustees(s) of the relevant trust; and
    2. hereby confirm that, on the basis of competent legal advice, you are all satisfied that each of you have all the necessary powers to enter into this contract.
16. We reserve the right not to carry out any sale of certificated stock until we receive certificates and properly completed transfer documentation in respect of the sale. If, however we do carry out such transactions (a) we shall not be under any obligation to carry out further such transactions and (b) we reserve the right to repurchase the shares on your behalf without being responsible for any loss or diminution in value. The cost of the repurchase together with normal transaction charges will be applied to your account.
17. We reserve the right not to place instructions for any purchase order until (a) we receive payment in full in respect of that order and (b) we receive full payment for amounts due to us or which may become due as a result of previous transactions. If, however we do carry out such transactions we shall not be under any obligation to carry out further such transactions

18. We accept at best and limit orders. Any Irish or US limit order which we accept will be valid for seven calendar days, commencing the day the order is placed and expiring at the end of the seventh day, unless previously cancelled on your instruction. Limit orders in other stocks are valid for a period as determined by our counterparty, unless previously cancelled on your instruction, and are subject to change.
19. Where any Irish order is part-filled, the balancing order will be placed as a new order the next day with an expiry date in line with the original order.
20. We reserve the right to seek evidence of identity to comply with applicable money laundering regulations and any other legislation. In the case of delay, or failure to provide satisfactory information, we may take such action as we think fit.
21. Disclosures/Use of Personal information: As outlined in the execution only account application form or privacy policy in the case of Goodbody Online clients.
22. Should you have a complaint regarding the service you have received and the matter cannot be resolved with the person you are dealing with you should refer the matter to the Head of Private Clients who will ensure that your complaint is dealt with. The firm also has a Compliance function, which is independent of the Head of Private Clients. You may wish to refer any complaint to the Head of Compliance for investigation. You are entitled at any time to refer the matter to the Financial Services Ombudsman, 32 Upper Merrion Street, Dublin 2 or in certain circumstances to the Irish Stock Exchange, 28 Anglesea Street, Dublin 2. The complaints which fall within the remit of the Financial Services Ombudsman for investigation are those relating to personal clients, listed companies with turnover of less than EUR3 million, charities, clubs, trusts and partnerships. All other complaints may be referred to the Irish Stock Exchange.
23. Investor Compensation Act, 1998

    Under the terms of S. 38 (1) of the above Act we hereby notify you:-

    1. that the Investor Compensation Act, 1998 provides for the establishment of a compensation scheme and the payment, in certain circumstances, of compensation to certain clients (known as eligible investors) of authorised investment firms, as defined in that Act;
    2. that Goodbody Stockbrokers is a member of that compensation scheme;
    3. that compensation may be payable where money or investment instruments owed or belonging to clients and held, or in the case of investment instruments, administered or managed by the firm, cannot be returned to those clients for the time being and there is no reasonably foreseeable opportunity of the firm being able to do so;
    4. that a right to compensation will arise only:
       1. if the client is an eligible investor as defined in the Act;
       2. if it transpires that the firm is not in a position to return client money or investment instruments owed or belonging to clients of the firm; and
       3. to the extent that the client's loss is recognised for the purposes of the Act;
    5. that where an entitlement to compensation is established, the compensation payable will be a lesser of;
       1. 90 per cent of the amount of the client's loss which is recognised for the purposes of the Investor Compensations Act, 1998; or
       2. compensation of up to Euro20,000.

    Further details are available at www.investorcompensation.ie or on request at our offices in a booklet titled "Investor Compensation - How Does It Work"

24. These arrangements may be terminated by either of us at any time by providing written notice to the other.

    Unless we receive written instructions to the contrary all correspondence, including contract notes, shall be addressed to you at the last address we have on record for you.

    These Terms and Conditions and any changes to them will remain in effect from the time you open your account until the account is closed. We may change these Terms and Conditions by sending you a written notice. If you are a Goodbody Online client details of the updated Terms and Conditions of Service will be notified to you via our Website.

25. E & O. E. Errors and Omissions Excepted. We reserve the right at any time to correct errors or omissions on our contract notes, valuations or statements.
26. We may contact you in writing, by telephone or in person in connection with your account.
27. The regulatory system applicable to Goodbody Stockbrokers is different to that which applies in the UK. The UK Financial Services Compensation Scheme does not apply.
28. Goodbody Stockbrokers do not provide taxation advice. It is your responsibility to seek independent professional advice regarding any taxation matter relating to your investments.
29. Goodbody Stockbrokers are a member firm of the OFEX market and as such are obliged to draw your attention to the following:

    Save in the event of death or personal injury neither OFEX nor its employees shall be responsible for or liable to any member firm, issuer or client:

    For anything done or omitted to be done, or the performance or the failure or delay in performance of any obligation imposed on OFEX in accordance with these rules or under any agreement, arrangement or understanding with any member firm, issuer or client or the absence of any inaccuracy on any information provided by OFEX or any loss cost liability or expense including (without limitation) loss of profit, loss of opportunity, indirect or consequential loss; arising from any occurrence whatsoever including (without limitation) the suspension of trading or any other act or omission of the board or any employee of OFEX except insofar as the same arises as a result of wilful default, negligence or breach of any provision of the FSA handbook applying to OFEX.

30. A contract note will be sent to you by post in respect of every trade on your account. We will assume that you have received the contract note confirming your trade and that the details on it are correct and concur with your instructions unless you contact us within five days of the trade date.
31. In accordance with the rules of the Irish Stock Exchange a statement of the activity on your account will be sent to you on an annual basis. These statements will be dispatched by post. In circumstances where no transactions have been undertaken since the last statement date, no statement will be provided.
32. These Terms and Conditions are governed by and shall be construed in accordance with the laws of the Republic of Ireland and the Courts of Ireland will have exclusive jurisdiction to resolve any disputes. All information and communications provided to you will be in the English language.

APPENDIX B

We the Sponsor set out below the terms and conditions on which we agree to act as your CREST sponsor in relation to your holdings of securities in the CREST system which terms and conditions shall hereinafter be referred to as this Sponsorship Agreement. In this Sponsorship Agreement unless the context otherwise requires words and expressions defined in the documents which set out the terms and conditions applicable to a Personal Member's membership "Personal Member Terms" (the "Defined Terms") shall have the same meaning. The Personal Member Terms comprise the CREST Personal Member Terms and Conditions, (which include (i) your Admission Agreement (the "Personal Member Admission Agreement"), (ii) the CREST General Terms and Conditions, and (iii) the CREST International Links Terms and Conditions and any deed poll entered into in connection therewith), and the CREST Personal Members Guide (General) and the CREST International Links Personal Member Guide. This Sponsorship Agreement shall apply subject to any amendments which may be made from time to time. Details of all amendments will be available on the Goodbody Stockbrokers Website. By using the services and information on this Website it is your responsibility to read and accept the Sponsorship Agreement in place at time of use. We agree while we are your CREST sponsor to inform you of all changes to the Personal Members Terms and any other communication which would otherwise be sent directly by CRESTCo to you, unless you have instructed CRESTCo to send you this information directly under your Personal Member Admission Agreement.

1. You irrevocably authorise and instruct us while we are your CREST sponsor to: (i) administer your Stock Account in CREST on your behalf; (ii) send to and receive from CRESTCo. instructions and other messages attributable to you, in particular in relation to movements of securities (technically, the title to securities) into and out of your Stock Account in the CREST system on the settlement of transactions we effect for you; (iii) pay or receive payment for securities through any settlement bank acting for you (iv) deal on your behalf with any settlement bank acting for you and to agree any amendment or variation to any services provided by such settlement bank at any time on your behalf (provided that we will give you reasonable notice of any such amendments including an explanation of why the amendments are necessary within which period you may serve notice on us that you wish to terminate this Sponsorship Agreement as provided for in 12(a) below); (v) (in the case of your being a Personal Member who does not elect to receive changes to the Personal Member Terms directly from CRESTCo) receive changes in such terms as your agent and on your behalf (provided that we give you reasonable notice of such changes); (vi) notify CRESTCo upon our becoming aware of any change in the name or address or other details held by CRESTCo relating to you; and (vii) pay any payments received on or for your account into one of our accounts or an account of our nominee to which we also credit similar payments for the account of other Personal Members for whom we act.
2. You acknowledge and agree that (i) securities delivered from your Stock Account to the Stock Account of another CREST member with whom we have agreed on your behalf to sell your securities (the "Purchaser") may pass through a stock account in our name or in the name of our nominee in the course of settlement through CREST; and (ii) under the CREST system, we must deliver your securities to the Purchaser against an obligation of the Purchaser's settlement bank to pay for them, so that we cannot retain your securities until actual payment.
3. You agree that the collection of dividends and other distributions (and, unless otherwise agreed with us, the payment of calls) paid or payable through CREST on securities in your Stock Account will be the responsibility of the settlement bank separately appointed by you ("Settlement Bank") in the context of this Sponsorship Agreement in accordance with your Personal Member Admission Agreement and other Personal Member Terms under arrangements with us and that we shall not be involved in such collections and payments unless we have previously agreed in writing that we will be.
4. You shall duly comply on a timely basis with all the requirements imposed on you by or under the Personal Member Admission Agreement and other Personal Member Terms and shall not ask us to do or not to do anything which, if done or not done by you, would constitute a breach of those requirements or of any law, order of a court or any other regulatory or governmental authority body. You acknowledge that you have received, read and understood all of the provisions (including without limitation the terms and conditions) contained in the Personal Members Terms.
5. You shall notify us promptly about anything material to our CREST services for you, for example: (i) if you are (or are likely to be) in financial difficulty or legally unable to transfer any securities (as explained in the Personal Member Terms); or (ii) any judgment or court order is sought or threatened against you (whether or not relating to bankruptcy); or (iii) you are notified by CRESTCo about a bad delivery; or asked by CRESTCo to request us to deliver securities to remedy a bad delivery or (iv) any change in your name or address details which are held by us or of any inaccuracy in the details of your shareholdings which we hold. Where any notification is given pursuant to this clause 5, you shall confirm it in writing and you shall provide us with all relevant information which you have relating to the matter. We may take such action as we in our absolute discretion think fit with a view to preventing (as far as practicable) any such event or threatened event from giving rise to a bad delivery and you undertake to co-operate with us to facilitate the taking of any such action. We shall not be liable to you for any liability suffered or incurred by you as a result of any such action and we shall be entitled to recover from you any costs or expenses reasonably incurred by us in connection with the taking of any such action, or arising as a result of our taking such action.
6. If you send any form, notice or other written communication to CRESTCo (including without limitation notification of a change of CREST sponsor or Settlement Bank or a change in the cash limit (if any) which you specify from time to time to CRESTCo as the net value of securities which may be transferred from your membership in any one day (the "Net Settlement Limit") or any inaccuracy in your Stock Account), you shall send us a copy at the same time. We reserve the right to make correcting entries in any inaccurate record maintained by us which relates to you, including entries necessary to correct any inaccurate credit or debit to any cash memorandum account or Stock Account.
7. If you are acting as trustee, nominee or agent for anyone else ("your principal") and need consent from your principal in relation to any matter relating to CREST, you will have obtained that consent before it is needed and you are responsible for advising your principal of any provision of this Sponsorship Agreement, the Personal Member Terms or any agreement with CRESTCo that may affect such person.
8. You agree that we do not need to use or take into account when providing services to you any confidential information not acquired for or from you (whether relating to you or to another client). In addition, you agree that the Settlement Bank acting for you may disclose any information relating to you to us, or CRESTCo if such disclosure is necessary or appropriate for the purpose of compliance by the Settlement Bank with any of the CREST requirements or any statutory or regulatory requirement in any part of the world.
9. You agree to indemnify us for and against any loss, damage, liability, cost, claim or expense of any kind or nature whether direct, indirect, special, consequential or otherwise ("Liability") relating to a contravention or non-compliance by you of your Personal Member Admission Agreement, the Personal Member Terms and this Sponsorship Agreement and any Liability to third parties we may have or incur as a result of acting as your CREST sponsor in accordance with this Sponsorship Agreement. You also agree in addition to indemnify us for or against any Liability or other costs we may incur in relation to: (i) forged or invalid share transfers or certificates lodged or seemingly lodged by you or on your behalf; (ii) an obligation to remedy a bad delivery which is either made by you or attributable to you under the Personal Member Terms or CREST Rules (or any similar or analogous legislation); or (iii) any failure by you to obtain any required consent (whether or not from your principal, if applicable).

   In order to meet any liability to us which you have incurred on any account and failed to discharge, you hereby agree that we may at any time without further notice to you exercise the power to sell or otherwise dispose of any investments which are held in your Stock Account, in such manner and on such terms and for such consideration as we in our absolute discretion think fit. We shall hold the monies arising from the exercise of this power of sale and retain all amounts necessary to pay any amounts owed to us by you on any account. The balance of such monies shall be repaid by you.

   You hereby irrevocably appoint us to be your attorney and in your name and on your behalf to execute, sign and do all deeds, instruments assurances acts and things whatsoever which shall in our opinion be necessary or expedient that you shall execute sign or do for the purpose of carrying out any trust or obligation declared or imposed upon you by these terms and conditions to give to us the full benefit of any of the provisions of these presents and generally to use your name and seal in the exercise of all or any of the powers hereby conferred on us. You hereby agree with us to ratify and confirm any deed, document act or thing and all transactions which we, as your attorney, may lawfully execute or do in your name or on your behalf or otherwise.

10. You agree that neither we nor our nominee (as the case may be) shall be responsible, or required to indemnify you, for any Liability arising or incurred as a result of our acting or our nominee acting (as the case may be) as your CREST sponsor except where such Liability arises directly and exclusively from our or our nominee's lack of skill, care or diligence, wilful default or fraud or any contravention by us or our nominee (as the case may be) of any applicable provisions of Irish law, The European Communities (Stock Exchange) Regulations 1984 or the rules and/or regulations of the Irish Stock Exchange and the Financial Regulator governing the performance by us of our duties hereunder.

11. You agree that we may rely on and act in accordance with any instructions or requests (whether in writing or otherwise) which are (or which we reasonably believe to be) from you or issued on your behalf and that we will not be liable to you for any failure or delay in doing so, unless such failure or delay arose from our gross negligence, or fraud. Although we will endeavour to comply with any change in such instructions whenever reasonably practicable you agree that we may act on the instructions given prior to the change if we have not received written notice of the change in instructions in time or if we are not able to halt the processing of those prior instructions.

12. Our appointment as your CREST sponsor under this Sponsorship Agreement:
    1. may be terminated by either you or us on not less than [14] days' notice in writing or by us immediately by written notice if you commit a material breach of this Sponsorship Agreement or the Personal Member Terms; and
    2. shall terminate on termination of our stockbroker/client relationship with you in accordance with its terms or if CRESTCo terminates or suspends your personal membership within the CREST system or our ability to act as your CREST sponsor.

    Termination of our appointment for any reason shall not affect any rights or obligations of either of us which accrued prior to termination (which if in accordance with (a) above shall be deemed to have occurred at the expiry of the notice) and, in particular, shall not limit or restrict your obligation to indemnify us in relation to any act, event or omission occurring prior to termination (whether or not we have made any demand or the Liability has arisen prior to termination).

    In the event that this Sponsorship Agreement is terminated for whatever reason we reserve the right to dematerialise your holdings into certificated form.

13. We reserve the right to request CRESTCo to terminate your Personal Membership account where (i) there are no securities in the Personal Membership account; (ii) there are no outstanding transactions in respect of the Personal Membership; or (iii) the Personal Membership account is dormant and you hereby consent to such termination.
14. You agree and acknowledge that, without prejudice to the right of the Settlement Bank to settle any outstanding obligations on your behalf, the Settlement Bank may terminate or suspend its appointment as settlement bank for you at any time at the Settlement Bank's absolute discretion and with immediate effect.
15. You irrevocably appoint us as your process agent to receive service of process on your behalf in any proceedings that may be taken against you by the Settlement Bank in Ireland.
16. You acknowledge and agree that the Settlement Bank may at all times act on the instructions of us or our nominee alone in connection with any payment services or CREST services as settlement bank for you and you further acknowledge and agree that the Settlement Bank will not be under any obligation to comply with any instructions given by you unless they are given by us or our nominee on your behalf.
17. You acknowledge and agree that:
    1. we must comply with the CREST Rules (and any similar or analogous legislation) and the terms of our Sponsors Agreement with CRESTCo and that we can only do, or require CRESTCo to do, what is required or permitted by the CREST system;
    2. CRESTCo (rather than us) is responsible for ensuring that your Net Settlement Limit is not exceeded and we cannot persuade CRESTCo to exceed it even if delivery of securities in excess of the limit is needed to ensure due settlement; and
    3. we have no control over securities transferred to your escrow balance (for example, if securities are charged to your bank or another CREST member or if you want to accept a takeover) because once your securities have been transferred to your escrow balance you and we no longer have access to them and therefore cannot prevent securities being transferred from your escrow balance improperly.

    You agree that we shall have no responsibility or liability to you whatsoever in relation to: (i) any matter required or prohibited by the CREST Rules (or similar or analogous legislation), the Personal Member Terms or our Sponsors Agreement with CRESTCo or any matter outside our control; (ii) the suspension or termination of the CREST membership of any nominee of ours or of our ability to act as your CREST sponsor; or (iii) any default by a settlement bank (whether or nor appointed or recommended by us) or (iv) the network utilised by us to provide CREST services (which is the responsibility of the network provider).

18. This Sponsorship Agreement is additional to our stockbroker/client relationship with you; if there is any inconsistency between them, our terms and conditions governing our stockbroker/client relationship shall prevail. The Irish Stock Exchange and the Financial Regulator regulate our services as your sponsor as well as our investment business generally. References in our customer agreement to "investment business" include our services as your sponsor.
19. Where you are more than one person, your obligations under this Sponsorship Agreement shall constitute joint and several obligations of each of you and references to "you" are to each of you separately as well as jointly and severally. Any notice to be issued by us under clause 20 of this Sponsorship Agreement shall be valid and effective if served on any of you.
20. Any notice given or made under this Sponsorship Agreement shall be in writing and may be delivered to the relevant party or sent by registered post to the address of that party being for us, Ballsbridge Park, Ballsbridge, Dublin 4 and for you, the last address notified by you to us or such other address as may be notified hereunder by that party from time to time for this purpose and will be effective notwithstanding any change of address not so notified. Unless the contrary is proved, each such notice will be deemed to have been given or made and delivered, if by registered post, 48 hours after posting and if by delivery when left at the relevant address.
21. You agree that we may delegate the performance of any of the services to be provided by us under this Agreement to any nominee of ours including without limitation any wholly owned subsidiary or associated company of ours.
22. You may not assign all or any of your rights or benefits under this Sponsorship Agreement. We will be entitled to assign the benefit of this Sponsorship Agreement or any part of this Sponsorship Agreement to any person and you hereby consent to any such assignment. We will be entitled to impart any information concerning you to any such assignee.
23. This Sponsorship Agreement shall be governed by and construed in accordance with the laws of the Republic of Ireland. The courts of the Republic of Ireland have exclusive jurisdiction over all claims or disputes arising in relation to, out of, or in connection with this Sponsorship Agreement.

APPENDIX C

I/We hereby agree that in the event that, at some future date, Lloyds TSB, CRESTCo or Goodbody Stockbrokers require me/us to execute the Declaration Form set out below, I/we will do so.

DECLARATION

To: - Lloyds TSB, St George's House, PO Box 787, East Cheap, London, EC3N IAE

I/We (the "Personal Member") wish to be admitted as a system-member of CREST as a Personal Member under the sponsorship of Goodbody Online (the "Sponsor") which term shall include any nominee from time to time acting for and on the instructions of the Sponsor as contemplated by the overall agreement (as from time to time amended) between the Sponsor and the Bank.

In order to comply with the conditions for such admission the Personal Member hereby requests the Bank to act as the Personal Member's CREST Settlement Bank under the Bank's specified participant ID, namely: PB12. The Personal Member acknowledges that the Bank in its discretion may accept or refuse to accept such appointment and if it accepts so to act the following terms and conditions will apply.

1. Sponsor's dealings for the Personal Member

   The Personal Member represents, warrants and undertakes to the Bank that for the purposes of the Bank carrying out any payment services or any other CREST services as a settlement bank on the Personal Member's behalf the Personal Member has irrevocably authorised and appointed the Sponsor to deal on the Personal Member's behalf with the Bank in respect of the provision of all such services and in particular, without limitation, the Personal Member has authorised the Sponsor to incur and receive payment obligations on the Personal Member's behalf, to issue and accept all and any instructions and directions in respect of the provision of such services on the Personal Member's behalf and to agree to any amendment or variation to such services at any time on the Personal Member's behalf. The Personal Member confirms and acknowledges to the Bank that for such purposes the Bank may act on the instructions of the Sponsor alone and shall not be under any obligation to comply with any other instructions given by the Personal Member unless they are given by the Sponsor on behalf of the Personal Member.

2. Settlement Bank Facilities

   Without limitation to the generality of the foregoing, the Personal Member authorises the Bank to receive Assured Payment Obligations for the Personal Member's account in respect of credits to the Personal Member arising from sums receivable by the Personal Member by reason of the Personal Member holding uncertificated securities in the CREST Service.

3. Consent to Pooling of Payments

   Payments received by the Sponsor or the Bank for the account of the Personal Member under paragraph 1 or paragraph 2 may be paid into an account of the Sponsor with the Bank to which is also credited similar payments for the account of other customers of the Sponsor for whom the Bank is acting as CREST settlement bank.

4. Exclusion of Liability

   To the maximum extent permitted by law save as regards any loss, injury or damage directly caused by wilful default or fraud by the Bank or its employees (but so that the Bank shall have no liability for any loss of profit or other consequential or indirect loss so caused), the Bank shall not be liable for or in respect of any loss, injury or damage or any failure to comply or delay in complying with its obligations hereunder or any failure to make, receive or credit, or delay or error in making, receiving or crediting any payment or any other obligations in respect of or in connection with the Personal Member's CREST Personal Membership which is caused directly or indirectly by any cause, event or circumstance in the nature of force majeure or otherwise beyond the Bank's reasonable control, including (without limitation) any suspension, termination, unavailability for use, breakdown, failure or damage (however caused) of or to CREST Personal Membership or any other computer, communications or other service system or any act, omission, breach of contract, fraud, misrepresentation, insolvency, receivership, administration, examination, bankruptcy or liquidation of any person (including without limitation, the Personal Member, the Sponsor or any customer) or arising out of the performance or non performance of any obligation the Bank may have as a settlement bank to the Sponsor on the Personal Member's behalf or any lack of authority, or alleged lack of authority, of such Sponsor to act on the Personal Member's behalf.

5. Disclosure of Information

   The Personal Member authorises the Bank to disclose any information relating to the Personal Member to CRESTCo or any third party if such disclosure is reasonable, necessary or appropriate for the purpose of compliance by the Bank with any of the CREST Requirements or any statutory or regulatory requirement in any part of the world.

6. Termination

   Without prejudice to the Bank's right to settle any outstanding obligations on behalf of the Personal Member the Bank may terminate or suspend the Bank's appointment as settlement bank for the Personal Member at any time at the Bank's absolute discretion and without notice, provided always that such appointment shall terminate or be suspended with immediate effect and without notice if (and in the case of a suspension for so long as) the Personal Member's Personal Membership is suspended or terminated of if the Sponsor's or the Personal Member's participation in CREST is terminated or suspended for any reason (provided further that the Bank shall, where in its opinion it is reasonable and practical to do so, give not less than 14 days notice to the Sponsor of such termination).

7. Law and Jurisdiction:
   1. This letter and the provision of payment service by the Bank as settlement bank to the Personal Member shall be governed by and construed in accordance with Irish law and the Irish courts are to have jurisdiction to settle any legal action, proceedings, dispute or difference arising out of or in connection with these arrangements or services ("proceedings"), without prejudice to the Bank's right to bring proceedings in any other court having jurisdiction.
   2. b. The Personal Member irrevocably appoints the Sponsor as its process agent to receive on its behalf service of process in any proceedings in Ireland. Such service shall be deemed completed on delivery to such process agent (whether or not it is forwarded to and received by the Personal Member).
8. Joint and Several Liability

   If the Personal Member consists of two or more persons the liability of each of them to the Bank will be joint and several and notice to one person shall constitute notice to them all.

9. Assignment

   The Personal Member shall not assign all or any of its rights or benefits hereunder.

10. Notices

    Any notice to be given hereunder or in connection with the services to be given by the Bank hereunder shall be in writing by facsimile, by courier or by pre-paid post (or prepaid airmail if from one country of another) addressed in the case of the Bank to the address, reference and facsimile number set out below, or in the case of the Personal Member, to the Sponsor's address, reference and facsimile number set out below and any such notices shall be deemed to have been made or delivered when sent (if by facsimile), provided that the facsimile is received by the addressee in legible form, or (if by letter) 48 hours after posting or when left at that address. The Bank may alter its address for the service of notices by not less than 7 days notice to the Sponsor.

    Unless the context otherwise requires the Defined Terms (as defined in the Terms and Conditions of Sponsorship) shall have the same meaning herein.