Information for clients of Citi Investment Banking, Corporate Banking, including Issuer Services - MIFID II and other important regulatory disclosure

Citi

As used herein, "Citi" shall mean any of the Citi entities listed below and/or any affiliate thereof, as Citi determines appropriate to perform the services the subject hereof.

Information you provide

Citi requires that you furnish or cause to be furnished to Citi all necessary or appropriate information for the engagement and that you ensure that such information is true and correct in all material respects. Citi will not assume responsibility for and may rely, without independent verification, on the accuracy and completeness of any such information or publicly available information it may use.

Subject to applicable bank secrecy rules and the terms of any specific confidentiality agreement we may enter into with you relating to any assignment, Citi and its affiliates (together, the "Group") will not use confidential information obtained from you except in connection with its services to you and its relationship with you, but will be free to disclose confidential information to the extent requested or required by law, regulation, any applicable regulatory authority or the Group’s internal risk control procedures.

Certain Acknowledgements

Unless otherwise specifically agreed in writing, Citi shall be engaged by you as an independent contractor, not a fiduciary.

Any recommendations rendered by Citi are for your confidential use in the evaluation of a transaction only. You shall have the option at your sole discretion, to accept, reject or modify any information or recommendations rendered to you by Citi and all decisions in relation to any [transaction] shall be made by you and be your sole responsibility. Citi will not, unless specifically agreed with you in writing, provide you with investment advice or personal recommendations in connection with any transaction including providing advice (from an investment perspective) on the suitability of any single transaction or series of transactions or trading strategy.

You understand that the Group is engaged in a wide range of financial services and businesses that may conflict with your interests, and that, subject to the section on “Conflict of Interest” below, it will not be required to restrict such activities as a result of Citi’s provision of services to you.

In the event of a conflict between the information set out in this document and any agreement for the provision of services that we enter into with you, the terms of such agreement shall prevail.

Indemnity

If any of Citi, its affiliates, the respective directors, officers, agents and employees of Citi and its affiliates and each other person, if any, controlling Citi or its affiliates (each an “Indemnified Person”) incurs any liability, claim, damages, cost, loss or expense (including, without limitation, legal fees, costs and expenses) (a “Loss”) arising out of, in connection with or based on an engagement, you shall pay to Citi on demand an amount equal to such Loss other than for a Loss finally judicially determined to result primarily from the fraud or gross negligence of Citi or such persons, unless otherwise has been agreed and subject to local laws.

Liability

Unless it has been agreed otherwise and subject to local laws, no Indemnified Person will have any liability whatsoever to you or any of your affiliates for any Loss other than for a Loss finally judicially determined to result primarily from the fraud or gross negligence of that Indemnified Person. Any proceedings may only be taken against the specific Citi entity performing the services.

Governing Law & Jurisdiction

The governing law and jurisdiction will typically be dependent on the Citi entity you are engaging or as otherwise agreed.

With respect to our English law mandates, (a) if you do not have an English presence, Citi will require you to appoint an English-based process agent to accept service of process in any legal action or proceedings and (b) no third-party rights shall accrue to any non-contracting party unless otherwise specifically provided for in the contractual arrangements relating to such mandate.

Other

Further terms including but not limited to the scope of engagement, fees, expenses, and termination rights will be agreed on a per transaction basis. In order to meet your specific needs and ensure the full suite of products and services are available to you, certain services or operations (or aspects of those services or operations) may be provided by other branches or members of Citigroup, including entities in other jurisdictions. Where appropriate, this will be through individuals authorised to represent the Citi entity with which you are engaging. For EEA-based clients, your contractual counterparty will generally be Citigroup Global Markets Europe AG and for clients elsewhere, your contractual counterparty will generally be Citigroup Global Markets Limited even where you interact with Citi staff that operate from a different entity or branch representing Citigroup Global Markets Europe AG or Citigroup Global Markets Limited.

Contact Details

Languages

English, German, French, Italian and Spanish and any other languages as may be agreed between us from time to time.

Methods of Communication

E-mail, Telephone, Post, Bloomberg.

Regulatory Status

Citigroup Global Markets Limited is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA").

Citibank, N.A., London Branch is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA. Details about the extent of our regulation by the FCA and PRA are available from us upon request.

Citibank Europe plc is authorised and regulated by the Central Bank of Ireland ("CBI").

Citigroup Global Markets Europe AG is authorised and regulated by the European Central Bank (“ECB”) and the Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin").

Client Money and Client Assets

Where we hold financial instruments or funds belonging to you, the disclosure set out in the Annex will apply.

Client Reporting

Where we have or have had an ongoing relationship with you during the year we will also provide you with appropriate information in relation to the costs and charges you have incurred annually.

Where we are subject to periodic reporting requirements, such as where we hold client money or client assets belonging to you, we will provide you with periodic statements in accordance with applicable law.

Legal Entity Identifier (LEI)

In order for us to comply with our transaction reporting obligations, you need to provide us with your LEI code, or your principal’s LEI code in case you are acting on behalf of a principal, and notify us of any changes to your or your principal’s LEI code.

A “LEI code” means a validated and issued legal entity identifier code the length and construction of which are compliant with the ISO 17442 standard and which is included in the Global LEI database maintained by the Central Operating Unit appointed by The Legal Entity Identifier Regulatory Oversight Committee.

Conflicts of Interest

You understand that the Group is engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research). Members of the Group and businesses within the Group generally act independently of each other, both for their own account and for the account of clients. Accordingly, there may be situations where parts of the Group and/or their clients and/or Citi personnel either now have or may in the future have interests, or take actions, that may conflict with your interests. For example, the Group may, in the ordinary course of business, engage in trading in financial products or undertake other investment businesses for their own account or on behalf of other clients, including, but not limited to, trading in or holding long, short or derivative positions in securities, loans or other financial products of a client, one or more potential bidders or other entities connected with a transaction. Furthermore, Citi personnel (officers, directors, employees, agents, consultants and contractors) may have shareholdings or board memberships.

In recognition of the foregoing, Citi has in place policies and procedures to identify, consider and prevent or manage conflicts of interest and protect the integrity of our relationships with our clients. Citi personnel must comply with such policies and procedures and may not do anything directly or indirectly that is prohibited thereunder. However, where a potential conflict of interest in relation to a transaction exists, our policies and procedures described above may not be sufficient to ensure, that the risk of damage to your interests will be prevented.

You agree that the Group is not required to restrict its activities as a result of any engagement with you, and that the Group may undertake any business activity without further consultation with or notification to you. Neither this document nor the receipt by Citi of confidential information nor any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) that would prevent or restrict the Group from acting on behalf of other customers or for its own account. Furthermore, you agree that neither the Group nor any personnel nor any member or business of the Group is under a duty to disclose to you or use on your behalf any information whatsoever about or derived from those activities or to account for any revenue or profits obtained in connection with such activities. However, consistent with the Group’s long-standing policy to hold in confidence the affairs of its customers, the Group will not use confidential information obtained from you except in connection with its services to, and its relationship with, you.

Nature and Risks of Financial Instruments

You can access a list setting out the nature and risks of financial instruments that we may discuss here.

Financing Alternatives

In the course of our work for you, we will identify what financing alternatives, if any, are available within the firm. When such financing alternatives are identified and discussed with you, we will share the level of fees associated with each such alternative.

Costs and Charges

You agree that, if we have classified you as a professional client or an eligible counterparty, we may provide you with more limited information on costs and charges than would otherwise be required under applicable law. You agree that costs and charges information will be provided to you in the mandate letter, fee letter, underwriting agreement or other documentation that we agree with you in relation to the investment services that we will provide to you. You may request a breakdown of the costs or charges applicable to you at any time. If you would like to receive such a breakdown you can do so by contacting your usual Citi contact. The investment services we provide to you may be carried out by a number of Citi legal entities that comprise one or more Citi business lines. You agree that costs and charges information will be provided to you at a Citi business line level in relation to the services that we are providing to you, rather than at a legal entity level.

The Group (“we” or “us”) is dedicated to adhering to applicable laws and regulations and ensuring transparency with respect to our dealings with our clients, customers or counterparties (each, a “counterparty” or “you”) in all markets in which we operate. Accordingly, we inform you that in connection with the transactions and services contemplated by any agreement you may have, now or in the future, with a Group company (“Citi Contracting Company”), an affiliate may provide product and sales services (“Services”), collectively with the services provided by the Citi Contracting Company, to you. Each affiliate provides such Services on its own behalf. Notwithstanding the foregoing, the Group companies (including any Citi Contracting Company and any such affiliate) have previously agreed to share revenue in respect of these transactions and services based on the respective contributions by such Group companies, including the provision by such affiliate(s) of Services. Accordingly, a portion of the revenue received by the Citi Contracting Company from you under the transactions and services is allocable to such affiliate(s) and is received by the Citi Contracting Company on behalf of such affiliate(s). This disclosure does not reduce the Group’s obligations to our clients. For a list of affiliates providing Services in specific countries, please see https://www.citibank.com/icg/docs/Affiliates.pdf. For further information, please speak with your local Group representative.

Client Classification

Citi will only be able to transact corporate finance business with you if you are either a "professional client" or an "eligible counterparty". You have the right to request a different categorisation, although should you request to be classified as a "retail client", we regret that we are unable to transact business with you on that basis. You should note that "eligible counterparties" are granted fewer statutory and regulatory protections than "professional clients" and "professional clients" are granted fewer statutory and regulatory protections than "retail clients".

Complaints

Citi takes complaints very seriously and investigates each Complaint, as defined below, on an impartial basis. Citi is required to establish, implement and maintain effective and transparent complaints management policies and procedures for the prompt handling of clients’ or potential clients’ complaints, built on the principle that clients or potential clients should be enabled to express their dissatisfaction with investment services provided by Citi in the interests of investor protection as well as strengthening investment firms’ compliance with their obligations.

Citi’s Investment Banking and Corporate Banking businesses have established a “Complaints Management Function” (“CMF”) to investigate complaints in an objective manner. The CMF will have sufficient independence to objectively assess a complaint and will investigate the Complaint fairly and with due regard to potential conflicts of interest that may arise.

Citi defines a Complaint as:

• A statement of dissatisfaction; that
• Is made about Citi’s provision of a service or product, including but not limited to investment services, ancillary services and banking services; and
• Is made against an entity of Citi regulated in UK, Europe, Middle East, and Africa (including UK, Europe, Middle East and Africa branches of entities outside of these geographies); and
• Is made by a client or potential client of Citi.

Complaints may be made, free of charge, by clients and potential clients of Citi. Complaints should be addressed to the CMF contact for the relevant business line as follows:

• Investment Banking and Corporate Banking: EMEA.BCMA.Complaints@citi.com
• Issuer Services: emeaissuerservicescomplaints@citi.com

Complaints made through another channel (for example, to your relationship manager) will be escalated upon receipt to the CMF in accordance with Citi’s internal procedures.

An acknowledgement will be sent promptly to the client or potential client where a Complaint is made. The CMF will investigate all Complaints will impartially and without undue delay. “Undue delay” will depend on the nature and complexity of the Complaint. Once the conclusion is made, the CMF (or a person acting on their behalf) will communicate the final position on the Complaint to the complainant in a manner that is easy to understand, and sent without undue delay.

Telephone Taping

In order to comply with applicable law and internal policies we may (subject to applicable law) in our absolute discretion record, monitor and retain all communications (including email, electronic messaging and facsimile), telephone conversations and other electronic communications with you. We will normally record any telephone, mobile phone or other mobile handheld electronic communications device based conversations between you and our employees who act in a trading or sales capacity. All instructions received by telephone shall be binding as if received in writing. We will retain such records for whatever period may be required by our internal policies and/or applicable law. The records will be available to you upon request during that period. Where you request such records, we may charge you an administration fee and such fee will be disclosed to you in advance of any related costs being incurred.

Corporate Finance Contacts

Where we carry on regulated activities with or for you in the course of or as a result of carrying on corporate finance business with or for a client of ours, we will not be acting on your behalf and will not be responsible for providing you with protections afforded to clients of Citi or advise you in relation to any transactions. This will apply to you, for example, where you are an investor in an ECM or DCM transaction and we are assisting the issuer in relation to the issuance.

Allocations

If we are allocating financial instruments issued or sold by or for you in the context of an offering of equity or debt securities, we will allocate such securities to investors in accordance with our internal UK, Europe, Middle East and Africa allocation procedures. A summary of such procedures is available here.

Citi’s Commitment to Diversity

Commitment to diversity is core to Citi’s values. We are absolutely committed to being a firm where everyone can show up to work as their true, authentic and whole selves, knowing that their contributions will be judged solely on their merits and their voices will always be heard. While we have more to do, we are proud of where we are headed.

Providing the best client solutions requires a Citi team who can understand our clients’ challenges and bring the full breadth of Citi’s capabilities to each situation. In addition to industry and transactional experience, we also consider how to bring diverse and innovative perspectives to clients when building a deal team. Our business leaders at all levels are directly involved in and held accountable for our collective progress in advancing diversity and inclusion across the firm. That we have increased the level of transparency around our implementation of representation goals and pay equity, underscores our commitment to drive change across our firm.

We strive to ensure deal teams have the technical and strategic expertise required for our clients and reflect Citi’s continued progress towards increasing diversity.

Annex – Safeguarding of client money and client instruments