LEGAL AND REGULATORY DISCLOSURES

General Disclosures

RTS 28

RTS-28-Disclosure-2022

RTS28-Report-2022 (Download)

RTS-28-Disclosure-2021

RTS-28-Report-2021 (Download)

RTS-28-Disclosure-2020

RTS-28-Disclosure-2019

RTS28-Disclosure-2018

Execution Venues

Retail and Professional

Disclosures under Investment Firms Regulations (IFR)

20 September 2024

Introduction

A new prudential framework for investment firms was introduced by the Investment Firms Directive and the Investment Firms Regulation (“IFD” and “IFR” and together “The Regulations”) which was transposed into law on 26 June 2021.

The objective of the IFD and IFR is to provide for capital, liquidity and other prudential requirements for investment firms that reflect the business models of those firms and proportionately capture the risks posed and faced by these firms.

Under the IFR/IFD framework, Investment firms fall under one of four classifications.

Class 1 and Class 1 minus investment firms remain subject to the CRR/CRD prudential framework. Class 1 investment firms, who are the largest and most systemic, are required to apply for authorisation as credit institutions.
Class 2 and Class 3 investment firms are subject to the new IFR/IFD prudential regime,

Goodbody Stockbrokers UC (“Goodbody” or the “Company” or the “Firm”) is classified as a Class 2 firm under IFD and IFR.

Class 2 firms must comply with a range of new requirements relating to, Capital & Own Funds, Liquidity, Internal Governance, Remuneration and Disclosure & Reporting.

In accordance with IFR, we have set out below Disclosures relating to the following:

Risk management objectives and policies (Article 47 IFR)
Governance (Article 48 IFR)
Own funds (Article 50 IFR)

The reporting reference date of these Disclosures is 31 December 2023. As required under Article 46 of IFR, this information is being disclosed on the same date as publication of the Goodbody Financial Statements for the year ended 31 December 2023. For certain governance disclosures up to date information, correct as at the date of publication of the Disclosures, has also been provided.

Risk Management Objectives and policies

Risk Profile and Strategy

Goodbody’s Risk Management Framework (RMF) sets out how risk is managed within the Company and provides the foundations and organisational arrangements for Risk Management Practices. Goodbody seeks to ensure that all classes of risk directly or indirectly impacting the Company are managed in a single consistent and cohesive manner. The RMF aims to support Goodbody in meeting its purpose and achieving its strategic ambitions by providing a clear, concise and comprehensive approach to the governance, implementation and embedding of risk management practices.

The RMF is underpinned by a number of core Risk Management principles and central among these are the following:

The Goodbody Board has ultimate responsibility for the governance of all risk-taking activity
The Company has adopted a Three Lines of Defence model (“3LOD”)
The Company identifies, assesses, manages, measures and reports all its material risk
The Company operates and manages its risks in line with a Risk Appetite Statement.
The Company ensures through its risk assessment techniques that it has sufficient resilience to withstand a range of adverse scenarios and restore viability
The Company promotes a strong risk culture and supports improvements in operational and strategic decisions throughout the Company by ensuring Risk review and challenge

The Risk Function supports the Company’s Strategy through its mandate to guide and protect the organisation to achieve its strategy in a safe manner, while simplifying processes to increase the effectiveness of Risk activities. The objectives of the Risk Function are to ensure the Company has a robust risk management framework and culture in place to ensure risks are taken within the risk appetite set by the Board, in support of Group’s customer franchise and social responsibility.

Effective management of the Risk Function ensures that the Risk Strategy is implemented efficiently through the annual Risk Function Plan which details the key priorities for Risk for the year. The Risk Function Plan is developed by the Chief Risk Officer, in collaboration with the Risk Senior Management Team. The Plan is designed to align to the Company Strategy and planning cycles, to ensure closer involvement in the development, implementation and safe execution of the Company’s strategy.

Risk to Client

K-AUM (assets under management)

Conduct Risk Management is an integral part of the Firm’s client service proposition. The Firm’s Conduct Committee was established to review and oversee the Goodbody conduct risk profile and seeks to further promote and embed a client centric culture in Goodbody, driving consistent client management and fair outcomes across all Goodbody business units. The Conduct Committee receives it delegated authority from the Goodbody Executive Committee which comprises the group of senior executives in Goodbody.

Observance of Client Suitability is of key importance from both a regulatory and a client service perspective to ensure clients are provided with investments that are suited to their requirements. Goodbody has a robust Client Suitability Review in place to ensure that clients invest appropriately. This review is conducted at several levels, from the initial account opening phase to ongoing interaction with Investment Managers and also in relation to specific products. This is supported by a focus on compliance with rules, processes, and client due diligence.

Advisory and discretionary clients are required to complete a risk profile questionnaire to assist the alignment of investment assets/products to the client’s risk appetite. A statement of suitability is issued annually to ensure investment objectives remain aligned to their investment strategy.

The Company manages its advisory activities in the context of assets under management in line with the type of client, their service requirements, and general risk appetite. Goodbody operates a series of portfolio models for discretionary clients which are overseen by a series of Investment Committees. The Investment Committees are as follows:

Asset Allocation Committee
Equity Committee
Fixed Income and Absolute Asset Committee

The Equity Committee and the Fixed Income and Absolute Asset Committee are charged with drawing up a list of approved securities for investment by portfolio managers within Goodbody Wealth Management. The Asset Allocation Committee is responsible for deciding on the exposure to different asset classes for the Model portfolios.

Product Strategy and Execution is defined as the risk that the Firm’s products/services fail to meet customer needs, are inappropriately complex or are not fit for purpose resulting in customer detriment, regulatory sanctions and/or reputational damage. The Goodbody Product Committee (“GPC”) is the principal approving body and primary decision maker for product risk management in Goodbody. The GPC plays a key role in providing leadership and promoting a culture of compliance and client focus across Goodbody.

K-COH (client order handling)

Client orders are processed according to the prevailing best execution policy and are received only through authorised channels.

K-CMH (client money held) and K-ASA (asset safeguard)

Care with counterparty selection helps reduce exposure to credit risk and particular care is made in the selection of counterparties who hold client assets. The Client Asset Requirements regulations obliges Goodbody to exercise an appropriate level of due diligence in the selection and oversight of its counterparty relationships. The Client Asset Counterparty Approval Group provides both the initial and on-going approval of client asset related counterparty relationships, both with credit institutions and with third parties.

Client asset oversight is conducted by a segregated and dedicated team reporting to the Head of Client Asset Oversight (HCAO). It operates a mature and Board approved Monitoring Plan and maintains a Board approved Client Asset Management Plan (CAMP). In line with the Regulations, Goodbody is subject to an annual client asset examination performed by an external auditor.

Risk to Market

K-NPR (net position risk)

The Risk to Market can be defined as the risk to Goodbody earnings and shareholder value (capital) resulting from adverse movements in the level or volatility of market prices of equities and currencies.

Market Risk is managed through a combination of:

Specific, Board-approved Market Risk Appetite.
Dedicated and specific limits to the scope of trading activities managed by both the first and second lines of defence.
A control environment that includes inter alia, segregation of duties, risk monitoring and escalation procedures.
Clearly defined segregation of duties between front and back-office functions, system access controls and “four-eyes” principle.
Sophisticated trading systems that facilitate the close monitoring of exposures at instrument and portfolio level.
Four levels of limit control architecture clearly outlining the scope of the trading authority provided.

The Firm’s policies relating to its market risk activities define a robust, well-established limit framework. This limit framework defines clear limits for book size, individual positions, sector exposure, value at risk levels, price value (PV01) and credit spread (CS01) limits, stop loss limits and FX exposure. Clear escalation procedures are defined and a monthly management reporting of the Firm’s market risk activities and its adherence to the limit framework is presented to Executive and Board Risk Committees.

K-CMG (clearing margin)

As part of our overall clearing service, our provider posts the required margin to the relevant clearing house on behalf of the Firm.

Risk to Firm

K-TCD (trading counterparty default), K-CON (concentration), and K-DTF (daily trading flow)

The Company manages the risk that a customer or counterparty will be unable or unwilling to meet a commitment that it has entered into and that the Company is unable to recover the full amount that it is owed through the realisation of any security interests. This includes:

(a) K-TCD – Risk of Trading counterparty default: Loss arising in situations where Goodbody has given irrevocable instructions for a transfer of a principal amount or security in exchange for receiving a payment or security from a counterparty which defaults before the transaction is completed.

(b) K-CON: Concentration risk arising from exposure to a client or group of connected clients in the firm’s trading book.

Credit Risk is governed by Credit Risk Management Framework and a set of credit risk management policies, collectively forming the credit risk policy architecture. The credit risk architecture sets out:

The principles and governance arrangements for the identification, assessment, measurement, management, monitoring and reporting of credit risk.
Formal governance structure for the review and approval of counterparties with which Goodbody places firm and client cash and assets with continuous monitoring.
Established and enforced an efficient internal control and reporting system including the risk controls and assurance practices to ensure that exceptions and deviations to credit policies and limits are monitored and reported in a timely manner for review and action.
Established a robust debtors management and oversight control environment with weekly senior management sign off.

In addition:

The assessment of potential credit risk arising from new or amended credit related products or service activities is governed through the Goodbody Product Committee and Goodbody Change Committee.
There is clear segregation of client assets from Firm assets as required under Client Asset Requirements (“CAR”) regulations.

The vast majority of the Company’s transactions with market side counterparties and institutional clients settle on a delivery versus payment (DVP) basis thus minimising the potential exposure to credit risk. For standard transactions, in the case of retail clients, either cash (in the case of purchases) or stock (in the case of sales) must be placed with the Company prior to trading.

Under the 3LOD model of risk management each line plays a distinct role within the Goodbody’s risk governance, management, oversight and assurance responsibilities. The Board is ultimately responsible for ensuring the effective operation of the 3LOD model.

Liquidity

Liquidity risk is the risk that Goodbody will not have available funds or banking facilities to meet obligations as they fall due and is forced to obtain funds at far higher interest rates than under normal conditions due to a mismatch between the maturities of assets and liabilities or an unexpected outflow of funds (referred to as funding-liquidity risk).

It includes the risk that Goodbody will incur lost revenue, excessive cost and/or reputational damage because it is unable to conduct market transactions or is forced to conduct transactions at more unfavourable prices than under normal conditions due to a market events (referred to as market-liquidity risk).

The ILAAP Framework and Goodbody Liquidity & Funding Risk Management Policy set out rules to ensure liquidity and funding risk is effectively managed including detailing the risk management activities in place and the integrated approach to comprehensive risk management assessment activities within Goodbody.

The Goodbody Liquidity and Funding Risk Management Policy empowers the internal control functions with appropriate and sufficient authority, stature and access to the Board and its committees to fulfil their roles and responsibilities.

The Goodbody Board is ultimately responsible and accountable for the effective management of liquidity and funding risks and for the system of internal control in Goodbody. This is achieved through a liquidity and funding risk governance structure designed to facilitate the reporting, evaluation and escalation of liquidity and funding risks from business segments and control functions upwards to the Board and its appointed committees.

Goodbody’s liquidity risk measurement approach considers cashflow analysis which gives management visibility of potential liquidity challenges and opportunities. The measurement tool for assessing cashflow utilises liquidity scenario stress testing. Liquidity stress testing is the assessment of the funding and liquidity impact of certain possible developments and shocks, including possible macro- or microeconomic scenarios, on Goodbody’s overall liquidity position, including on its minimum or additional liquidity requirements.

The Goodbody liquidity stress testing processes are supported by a framework of stress testing and a combination of risk management activities including the Internal Capital Adequacy and Risk Assessment Process (ICARAP), Wind-down plan and Contingency Funding Plan. The stress testing approach comprises of scenario and sensitivity analysis and back-testing that seeks to ensure that liquidity risk assessment is dynamic and forward-looking and considers not only existing risks but also potential and emerging threats.

Stress testing supports risk appetite and limit settings, investment and hedging decisions, new product approval process, strategic business planning and capital/liquidity adequacy assessment.

Measurement of liquidity risk is managed by Goodbody Finance in accordance with the Board approved risk appetite and risk control limits, including the design of the liquidity risk measurement approaches, the definition of the measurement tools, the choice of liquidity risk drivers and the assumptions. Goodbody Financial Risk is responsible for the independent validation of liquidity risk measurement tools and assumptions.

Risk monitoring and reporting arrangement are in place for each of the material liquidity risks. This enables management, governance committees and external stakeholders to adequately assess the effectiveness of the risk management processes and adherence to policies, and where required, regulatory requirements. Risk monitoring and reporting also facilitates the decision-making process in relation to the remedial management action required to resolve any risk events which have arisen.

Goodbody established a set of liquidity measures for assessing and controlling liquidity and funding risks. These measures include intraday liquidity assessment, high quality liquidity buffer assessment, asset encumbrance, liquidity single name concentration, liquidity projections, , and a contingency funding plan.

Governance

Board Composition and Directorships

As at the date of publication of these Disclosures (20 September 2024), the Goodbody Board consists of a Chair, three additional Independent Non-Executive Directors, three AIB Group Non-Executive Directors and two Executive Directors.

Name	Board Position(s)
James Garvey	Chair and Independent Non-Executive Director
Joan Kehoe	Independent Non-Executive Director and Risk Committee Chair
Fergal O’Dwyer	Independent Non-Executive Director and Audit Committee Chair
Grainne Hennessy	Independent Non-Executive Director
Cathy Bryce	AIB Group Non-Executive Director
Donal Galvin	AIB Group Non-Executive Director
Mary Whitelaw	AIB Group Non-Executive Director
Simon Howley	Executive Director
Martin Tormey	CEO and Executive Director

As of the date of publication of these Disclosures (20 September 2024) the additional Directorships held by current Goodbody Board members are set out below:

Additional Directorships held by Goodbody Directors
Number of additional Directorships held	25
of which Goodbody Group directorships	5
of which External Directorships	20

During the financial year ended 31 December 2023 and up to the date of publication of these Disclosures (20 September 2024), the following Board appointments and other Board changes have taken place:

Name	Role	Change
James Garvey	Independent Non-Executive Chair	Appointed 9 October 2023*
Joan Kehoe	Independent Non-Executive Director	Assumed the role of Interim Chair on 6 March 2023 following the passing of Mr Kennedy* Interim Chair role ceased on 9 October 2023 on the appointment of Mr Garvey*
Gary Kennedy	Independent Non-Executive Chair	Mr Kennedy passed away on 13 February 2023*
Walter Brazil	Independent Non-Executive Director	Retired 31 March 2024
Grainne Hennessy	Independent Non-Executive Director	Appointed 9 September 2024
Eimear Dooley	Joint Company Secretary	Appointed 30 June 2023 and resigned 4 July 2024

Board Composition as at 31 December 2023	Board Position(s)
James Garvey	Chair and Independent Non-Executive Director
Joan Kehoe	Independent Non-Executive Director and Risk Committee Chair
Fergal O’Dwyer	Independent Non-Executive Director and Audit Committee Chair
Walter Brazil	Independent Non-Executive Director and Compliance Committee Chair
Cathy Bryce	AIB Group Non-Executive Director
Donal Galvin	AIB Group Non-Executive Director
Mary Whitelaw	AIB Group Non-Executive Director
Simon Howley	Executive Director
Martin Tormey	CEO and Executive Director

Additional Directorships held by Goodbody Directors as at 31 December 2023
Number of additional Directorships held	29
of which AIB Group directorships	5
of which External Directorships	24

Board Diversity

The Goodbody Board recognises the benefits of having diversity in its composition. Diversity includes and makes use of differences in the skills, geographical and industry experience, background, nationality, ethnicity, gender, age, educational attainment and personal strengths of individual Directors and contributes to the Board’s ability to provide effective challenge to Management and leadership and oversight of Goodbody

The Goodbody Board is committed to achieving the most appropriate blend and balance of diversity possible over time.

In March 2023 the Goodbody Board set a target of achieving at least 40% female representation on the Board by 2025.

As at year end 2023, there was 33% female representation on the Goodbody Board.
As at the date of publication of these Disclosures (20 September 2024), there was 44% female representation on the Goodbody Board. The diversity target set on the underrepresented gender on the Goodbody Board, has been reached and exceeded ahead of schedule.
A copy of the Goodbody Board Diversity Policy is available at the following link:

https://www.goodbody.ie/wp-content/uploads/goodbody-stockbrokers-uc-board-diversity-policy-1.pdf

Risk Committee

In accordance with the Central Bank of Ireland’s Corporate Governance Requirements for Investment Firms and Market Operators, the Goodbody Board has established a Risk Committee. Throughout the year 2023 this operated as a standalone Board Risk Committee. In H2 2023, a review of Board governance structures was undertaken. The Board approved the resulting recommendation that the Goodbody Board Risk Committee and Goodbody Board Compliance Committee be merged, and a Board Risk and Compliance Committee be established. The Goodbody Board Risk and Compliance Committee has been in operation since 1 January 2024.

For the purpose of these Disclosures, a summary of the responsibilities, composition and activities of the standalone Board Risk Committee, active throughout 2023, has been set out below.

The Goodbody Board Risk Committee is appointed by the Board to assist and advise the Board in fulfilling its oversight responsibilities in relation to:

Fostering sound risk governance.
Ensuring that risks within the Company are appropriately identified, reported, assessed, managed and controlled. Ensuring that the Company’s overall actual and future risk appetite and strategy, taking into account all types of risks, are aligned with the business strategy, objectives, corporate culture and values of Goodbody.
Promoting risk awareness culture within Goodbody.

The Board Risk Committee operates under its own Terms of Reference which are reviewed and approved by the Goodbody Board on an annual basis. The Chief Risk Officer has a direct reporting line to the Chair of the Board Risk Committee.

Further details on composition, number of meetings and activities of the Goodbody Board Risk Committee in 2023 are set out below:

Goodbody Board Risk Committee

Seven Meetings during 2023 | Composition (as at 31 December 2023):

Joan Kehoe (Chair)
Walter Brazil
Fergal O’Dwyer
Mary Whitelaw

Activities in 2023

Joan Kehoe became Chair of the Committee with effect from 1 January 2023.

The following, while not intended to be exhaustive is a summary of the key items considered, reviewed and/or approved or recommended by the Committee during 2023:

Received reports from the CRO which provided an overview of risk profile and material risks including business model, capital adequacy, financial, liquidity and funding, operational, regulatory compliance, conduct and people and culture;
Received reports from the Head of Client Asset Oversight and reviewed the Goodbody Client Asset Management Plan (CAMP), prior to approval by the Board;
Received regular updates regarding the status of the regulatory change programme put in place to ensure compliance by Goodbody with the revised Client Asset Regulations;
Approved the outcome of the Material Risk Assessment (MRA);
Reviewed a revised Risk Appetite Statement (RAS) for Goodbody, aligned to the updated MRA, and recommended the RAS for Board approval;
Received an update regarding Cyber Risk and Generative AI and the potential associated risks and opportunities for the Company;
Monitored recovery plan indicators on an ongoing basis;
Approved the Equity Trading Strategy;
Reviewed the Goodbody ICARAP and associated Capital AdequacyStatement, prior to approval by the Board, including the related macro scenario inputs; and
Held a formal confidential consultation with the CRO with only Members of the Committee present.

Own Funds

Internal Capital Adequacy Assessment

In line with the requirements of IFD/IFR the Firm is required to prepare an internal assessment which assesses the capital and liquidity adequacy of the firm and for the firm to determine that it is adequately capitalised and maintains sufficient liquidity against the risks to which it is exposed. This is the Firms Internal Capital and Risk Assessment process document (ICARAP).

A robust governance structure is in place around the assessment, monitoring & control of the Firm’s capital adequacy. The ICARAP measures the Firm’s Capital through two lenses, namely the Normative and Economic perspectives, which complement and inform each other.

The Normative perspective is aimed at the survival of Goodbody, under stress scenarios, based upon the regulatory and supervisory requirements.
The Economic perspective assesses projected economic losses under stress scenarios that deplete capital. Both perspectives cover a three-year assessment of Goodbody’s ability to fulfil all its capital & liquidity-related regulatory and supervisory requirements, which includes the assessment of

– a baseline scenario

– a mild stress scenario: economic downturn

– a severe stress scenario: economic recession

In summary, the normative perspective covers a three-year assessment of Goodbody’s ability to fulfil all its capital-related regulatory and supervisory requirements, the Economic perspective assesses the extent to which the material risks of the firm are covered by internal capital resources over the same period.

The Goodbody ICARAP presents an outline of the Goodbody business model, to clearly illustrate how the key risks facing Goodbody have been addressed through the ICARAP process. The document then outlines the core elements of the risk management and control framework mitigants that supports the business model. This provides the context for the Internal Capital requirement calculations that are generated through stress and scenario testing of the material risk exposures under a Normative and Economic perspective.

Own Funds reconciliation

Set out in document 4.1 “Own Funds Disclosure Year end 2023” is the Composition of Regulatory Own Funds, the reconciliation of Own Funds to the audited year end 31st December 2023 financial statement’s balance sheet of the firm and the main features of instruments issued by the firm.

Fixed Overhead Requirement

The fixed overhead requirement, determined in accordance with Article 13 of the Regulations, based on the audited Goodbody Financial Statements for the year ended 31 December 2023, is €19.3m.

K Factor Requirement

Set out in document 4.2 “K Factor requirement Dec-23” is the K‐factor requirement for the year-end 31st December 2023 calculated, in accordance with Article 15 of the Regulations, in aggregate form for Risk to Market, Risk to Firm and Risk to Client, based on the sum of the applicable K‐factors.

ESG Risks

Environmental, Social and Governance (“ESG”) risks

In line with the requirements of IFD/IFR the firm is required to disclose information on environmental, social and governance (“ESG”) risks, including physical risks and transition risks, as defined in the EBA report on the management and supervision of ESG risks for credit institutions and investment firms issued on 23 June 2021. The firm’s ESG disclosures under IFR can be found here.

Remuneration

Remuneration policy and practices for Material Risk Takers “MRTs”

In line with the requirements of IFD/IFR the firm is required to disclose information regarding its remuneration policy and practices for individuals identified as MRTs.

The firm’s remuneration disclosures under IFR for the year ended 31 December 2023 can be found here.

Sustainable Finance Disclosure Regime

SFDR (incl. No Consideration of Principal Adverse Impacts Statement)

Gender Pay Gap Reports

Goodbody Gender Pay Gap Report 2023

Goodbody Gender Pay Gap Report 2022

Goodbody and AIB’s Speak Up Policy

Goodbody Modern Slavery Statement

Goodbody Modern Slavery Statement 2023

Your Data Protection Rights

Your information, our duty and your rights

To be our customer, you share information with us. To be your investment firm, we respect that information. On this page you will find out how we do that and what your rights are and how you can exercise them.

Right of Access to Information (Subject Access Request)

You can ask us for a copy of the personal information we hold and further details about how we collect, share and use your personal information.

You can contact us by your own preferred method.

You can request the following information:

the purposes of the processing;
the categories of personal data concerned;
the recipients or categories of recipient to whom the personal data have been or will be disclosed, in particular recipients in third countries or international organisations;
where possible, the envisaged period for which the personal data will be stored, or, if not possible, the criteria used to determine that period;
where the personal data are not collected from the data subject, any available information as to their source;

Upon receipt of a subject access request we will contact you using our normal means of communication to ensure we provide you with exactly what you want via the means you require.

Updating and Correcting your Personal Details

If you want to update or correct any of your personal details, please contact us using the usual means or call us at 01 6670400.

Right to Restriction of Processing

You can request restriction of the processing of your personal information where one or more of the following apply:

the information we hold is inaccurate (if you would like to correct any of your personal details, please call us on 01 6670400);
we are processing your information unlawfully;
we no longer require your personal information however you want us to retain your information for use in a legal claim;
you have objected to the processing of your personal information based on our legitimate interests and want processing restricted while we consider whether we have overriding grounds to continue processing.

If you wish to request a restriction of the processing of your personal information based on the above criteria, you should advise us in writing and bring it along with a valid form of identification (current passport or drivers licence) to our offices Goodbody Stockbrokers UC, 9-12 Dawson St, Dublin 2 D02 YX99 or any of our branches.

In the event that you are unable to present your request in person, the request can be posted to Data Protection Officer, Goodbody Stockbrokers UC, 9-12 Dawson St, Dublin 2 D02 YX99 along with a certified copy of photo ID and certified copies of 2 proof of addresses (issued within the last 6 months) from independent sources. Your photocopies can be certified by a member of An Garda Síochána at your local Garda station, by a solicitor, an accountant, public notary or at your local bank branch.

Right to Object to Processing

You can request to object to the processing of your personal information where the processing:

Is for the purpose of direct marketing (you can opt out of direct marketing at any time in person, through our client portal or by calling 01 6670400);
Is carried out in the legitimate interests of us or third parties. Your right to object to processing based on legitimate interests will only be upheld if we can’t show compelling, legitimate reasons for the processing of your information which takes priority over your rights or we need to process it for establishment, exercise or defence of a legal claim.
Is for scientific or historical research purposes

If you wish to object to the processing of your personal information based on the above criteria, you should advise us in writing and bring it along with a valid form of identification (current passport or drivers licence) to our offices Goodbody Stockbrokers UC, 9-12 Dawson St, Dublin 2 D02 YX99 or any of our branches.

Deleting your Information (Right to be Forgotten)

The Right to Erasure, also known as the Right to be Forgotten, permits you to request that we remove any personal information relating to you from our records if one or more of the following apply:

your personal information is no longer required in relation to the purposes for which it was collected/processed;
the processing was based on your consent, which you withdraw and there is no other legal basis for processing your personal information;
you exercise your right to object and there are no overriding legitimate grounds for the processing;
your personal information has been unlawfully processed; or
your personal information needs to be erased to comply with a legal obligation.

To meet our legal, business and regulatory obligations, there are certain circumstances where we are required to retain your personal information. Examples of these circumstances include:

Legislation/regulation requires the retention of information
Your information is still subject to Goodbody’s Data Retention Schedule, which is the agreed period for which Goodbody Stockbrokers UC can store information on any account, product or application once it has been closed;
You are still a customer with Goodbody and have open accounts that you are transacting on and products that you are using;
You have an ongoing application with Goodbody for a product or account;
You currently have a non-account holding relationship with the firm (e.g. trustee, guarantor, Power of Attorney, Assisted Decision Making Authority, Director of a Company, etc.); or
If you are otherwise engaged with Goodbody, either directly or through a third party.

Where a right to be forgotten request has been upheld, the information we processed will no longer be linked to your identity.

If you wish to exercise your right to be forgotten based on the above criteria, you should advise us in writing and bring it along with a valid form of identification (current passport or drivers licence) to our offices Goodbody Stockbrokers UC, 9-12 Dawson St, Dublin 2 D02 YX99 or any of our branches.

Goodbody will only be able to forget accounts or products that are outside Goodbody’s Data Retention schedules and those that do not fall into our list of exemptions.

Right to Portability

You have the right to request your personal data held by us in a digital and portable format. Your portability request will include your personal information which has been:

Processed automatically
Processed with your consent
Processed under the performance of a contract
Provided by you (including observed usage of the account)

You can raise a Portability data request by:

Advising us in writing at Data Protection Officer, Goodbody Stockbrokers UC, 9-12 Dawson St, Dublin 2 D02 YX99
Phoning us at 01 6670400.

Goodbody will contact you to let you know that your request has been completed which will include instructions for collection. If an invalid request is submitted, Goodbody will contact you to let you know along with instructions of what is required to resolve the issue.

The digital portability file can only be collected by you or a nominated third party from one of our offices. Prior to collecting the data you or your nominated third party must present a valid form of ID and proof of address. Your file will be held for 28 days. If it is not collected during this time, the file will be securely destroyed

Data Protection Notice

Your information

what we collect
why we collect it
what we do with it

This is our Data Protection Notice. Here we explain how we use, share and keep the information we collect about you. We must explain this to you under the General Data Protection Regulation (GDPR), which is a law that:

protects your information and
tells us how we can use your information.

You can ask for more details about how we use your information by:

calling us on 01 6670400
emailing us at [email protected] (DPO stands for Data Protection Officer); or
writing to us at Data Protection Office, Goodbody Stockbrokers, 9-12 Dawson Street, Dublin 2, D02 YX99.

Last updated: October 2024

Who we are

When we talk about “Goodbody”, “we”, or “us, we are talking about Goodbody Stockbrokers UC trading as Goodbody or one of our subsidiaries or group companies. This includes:

Goodbody Stockbrokers UC in Ireland and the UK
Goodbody Securities Inc
AIB Wealth Pensioneer Trustees Limited
Goodbody Pensioneer Trustees Limited
Goodbody Stockbrokers Nominees Limited

Our Data Protection Officer manages how we collect, use, share and protect your information to ensure your rights are fulfilled. You can write to our Data Protection Officer by:

Email: [email protected] , or
post: Data Protection Office, Goodbody Stockbrokers, 9-12 Dawson Street, Dublin 2, D02 YX99.

We may ask you for your consent to use your information

Sometimes we will ask you for your consent (permission) to use your general information. You can change your mind about this any time. You’ll find more about this in the ‘Your rights’ section of this Data Protection Notice.

Some information is called ‘special category personal data’. This includes sensitive data like medical details, or biometric information such as fingerprints. We explain more about these types of information in Special category personal data.

If we ever contact you to ask about ways to improve our services, it is up to you to decide if you want to answer or not.

What is information?

The General Data Protection Regulation (GDPR) uses the words ‘personal data’ which means ‘information’. Here we use the word ‘information’.

We collect and keep information about you, such as:

your name
proof of your identity and your address
your contact details
your bank details
your age
your PPS number
the type work you do (if you work) and where you work.

We also collect information from you like:

your employment and financial information including all forms of income and remuneration;

We need this information so that we can offer you the services you asked for. Our services include wealth management, asset management and investment banking.

These are some of the terms we use to describe your information:

What we call your information	What that means
Personal information	Information like your: name date of birth address gender PPS number contact information employment and tax residency information marital status life stage, for example, university student or pensioner education and qualifications investment experience and knowledge
Information about your financial situation	Information like: regular income value of net assets source of investment (source of investment funds and source of wealth) debts, current and planned financial commitments
Information about your life stage	Information which tells us: if you are working, unemployed, retired or in further education number of dependents details that might mean you need help from us, for example if you are elderly or live with a mental/physical illness.
Information about your location	Information which tells us where: you are located at a point in time a transaction was carried out a device you use with our digital services is located.
Information from your mobile device or computer	Information which tells us: what device you are using if it has been tampered with how you use our website and what pages you visit.

Your rights

Your right to information

Under law, you have rights about your information. You have the right to:

see it
ask us to change it
ask us to transfer it to another company
ask us to delete it.

You can take up your rights by:

calling us at 016670400
emailing us at [email protected]
using our social media channels
calling into our office
visiting our section on data protection rights

Your right to ask us to send you information

You can ask us:

to send you the information we have collected about you; and
to update or correct the information we have collected about you.

Your right to tell us how we can use your information

You can ask us to:

remove the consent you have given us to use your information (for example, you can tell us not to send you marketing emails);
restrict, in certain circumstances, our use of your information;
stop using your information if you don’t want us to; and
delete your information and not to contact you again.

Consent

We sometimes need your consent to do certain things, such as sending you marketing emails. When you consent we will:

be clear when we are asking for your consent;
only use your information if you have freely given us your consent to use it;
not have any pre-ticked boxes on our forms (for example, we will not send you marketing emails unless you consent by ticking the marketing box when you apply for a service); and
keep a record of your consent and how we got it.

You can remove your consent

at any time by contacting the person you have been dealing with;
by emailing the Data Protection Officer at [email protected]; or
by writing to us at Data Protection Office, Goodbody Stockbrokers, 9-12 Dawson Street, Dublin 2, D02 YX99.

You can remove your consent for marketing by

clicking the notification settings in your Online Client Portal or by
following the instructions in any marketing message you receive.

Special category personal data

We will ask for your consent before we collect certain special information about you called ‘special category personal data’ under the General Data Protection Regulation. Sometimes this information may come from someone else who you have consented to act for you.

These special categories are your:

race
ethnic origins
political opinions
religious or philosophical beliefs
trade union membership
physical or mental health
sexual orientation
genetic information

How we collect your information

Account information

We collect information you give us when you apply for an account or a service with us, for example:

invest in shares;
open an account to buy and/or sell shares;

We also collect information about how you use our services, for example when you:

ask us for advice; or
obtain any additional products e.g. Financial Planning

Phone conversations

Sometimes we record phone conversations we have with you to train our people, manage our records, improve services and offerings, and follow laws and regulations. We will let you know if we are recording the conversation.

Websites, Cookies and CCTV

We collect information through our website and online client portal and through CCTV cameras at our offices. We use CCTV for the safety and security of our people, customers and buildings.

We also collect information through ‘cookies’ each time you visit our website. A ‘cookie’ is a piece of digital information that remembers what you do on our website. If you visit our websites, we place a cookie on your phone or computer. This means our website will work better for you the next time you visit. You can read more about our cookies on our cookies policy.

How we collect information about you from others

We collect and keep information about you from trusted Third Parties including:

registries such as Companies House, or other organisations that help us carry out identity checks to reduce the incidence of financial crime;
Your authorised representatives such as your attorney (under a Power of Attorney) and any other party authorised by you to act on your behalf;
Financial institutions such as intermediaries that facilitate the services or products you request;
Pension fund administrators, trustees of collective investments, undertakings and pensions trustees;

When you choose to share your information with third parties

You can let what’s called a ‘third-party ’ see your account. If you allow a Third Party to see your account:

You must tell us in writing about this first and we must agree to it; and
You will also need to tell the people you share the account with.

Examples of third-party providers include financial planner or a tax expert.

How we collect information about you if you are not a customer

Sometimes we collect and use your information even though you are not a customer of ours. Examples of this include when you apply for an account before you become a customer, or when an account of yours moves from another investment firm to us.

We also collect and use your information if you are connected to a customer, for example if you are:

a director of their company
their business partner

If you are worried that someone has access to your account who should not, please phone our customer service team on:

01 6670400 or
e-mail [email protected]

Why we use your information

Here we tell you about why we use your personal information and the type of information we use in each case. The General Data Protection Regulation (GDPR) says we must tell you this. We can use your information:

because we have a contract with you and need to use your personal information to carry out that contract;
to follow laws;
for legitimate interests, so that we can carry out our business;
because you have given us your consent to do so; or
to protect your interests and the interests of others.

You can read about the terms we use to describe your information here.

What we do with your information	Why we use your information	What information we use
To follow laws and regulations	to follow laws such as consumer and investor protection, anti-money laundering and assisted decision-making laws	personal information information about your investment portfolios information about your financial situation information about your life stage
To check your identity, address, and where your money comes from	to follow laws such as anti-money laundering laws, and for our legitimate interests, that we can carry out our business.	personal information information about your transactions information about your financial situation
To provide accounts and services that are suitable for you	to follow laws such as anti-money laundering laws, for legitimate interests, so that we can carry out our business, because we have a contract with you and need to use your personal information to carry out that contract, and because you may need help managing your money.	personal information information about your transactions information about your life stage information about your financial situation
To improve our accounts and services to better understand what you like and want from us	to get your consent to ask if you are happy with the accounts and services we give you, and for legitimate interests, so that we can carry out our business.	personal information information about your transactions information about your life stage
To maintain and monitor your accounts and services	to follow laws such as consumer protection laws and anti-money laundering laws, for legitimate interests, so that we can carry out our business, and because we have a contract with you and need to use your personal information to carry out that contract.	personal information information about your transactions information about your life stage information about your financial situation
To protect you, your money and our interests from financial crime and fraud and scams	to follow laws such as anti-money laundering laws, and for our legitimate interests, such as protecting you from financial crime.	personal information information about your transactions information about your financial situation information about your location information from your mobile device or computer
To decide which of our accounts and services are best suited to you	to follow laws such as consumer protection laws, for legitimate interests, so that we can carry out our business, and because we have a contract with you and need to use your personal information to carry out that contract.	personal information information about your transactions information about your financial situation information about your life stage
To understand trends and share them with others	to get your consent so we can understand how our customers use our products.	information about your transactions information about your life stage information about your location information from your mobile device or computer your personal opinions
To manage risk, so we can protect: our customers and their money, our employees our shareholders.	to follow laws such as consumer protection and anti-money laundering laws, and for legitimate interests, so that we can carry out our business.	personal information information about your transactions information about your financial situation information about your life stage
To understand how you use our services, how well we meet your expectations and to market accounts and services to you	to get your consent so we can market accounts and services to you and make your experience more personalised.	personal information information about your transactions information about your life stage information about your location information from your mobile device or computer
To decide if we have been given false or misleading information and if we suspect criminal activity	to follow laws such as consumer protection and anti-money laundering laws.	personal information information about your financial situation information about your transactions information about your location information from your mobile device or computer
To confirm your identity	to get your consent so you can access our services through the technology available on devices more quickly.	personal information information about your location information from your mobile device or computer
To share your information with companies with whom we have a joint venture or working agreement.	for legitimate interests, so that we can carry out our business and provide services.	personal information information about your transactions

How we keep your information

We keep your personal information while you are a customer with us and for some time after that.

The length of time we keep your information for depends on things like regulations, the type of service or accounts we have provided to you and what we have discussed with each other.

Examples of where we keep your information for a longer time include:

legal reasons, for example to comply with anti-money laundering laws; or
if there is a disagreement between us, or with third parties.

We also have obligations about how long we keep your information to government agencies like the Financial Service and Pensions Ombudsman. The Financial Services and Pensions Ombudsman is an independent body that helps with complaints from consumers, against financial service providers. This can mean we need to keep your information for a longer time. We do this to protect your and our interests.

We also keep your information for as long as we need it to:

resolve complaints;
prevent fraud and scams; and
protect our business.

How we use technology to process your information

When you use your account, especially online, we use technology to decide if your account is at risk from crime. We do this to:

protect you and your money;
protect our interests; and
follow laws and regulations.

The technology can tell us quickly if there are risks with your location, your device or how your account is being used

How we share your information inside Goodbody Stockbrokers UC

We share your information within Goodbody to help us:

provide our services;
improve our services; and
follow laws and regulations.

For example, we follow guidelines from the European Securities & Markets Authority (ESMA). ESMA sets rules for investment firms in the European Union including how they share information within their group. Under these rules, we must keep a record of the money you have in your account with us.

How we share your information outside Goodbody Stockbrokers UC

We share your information with third parties so we can give you the best service. You can read more about the information we share with third parties in the table on the following section.

How we share information with third parties

Click here to read about how we describe your information.

Who we share your information with	Why we share it	What we share
Asset management firms that manage funds for people and companies	to provide accounts and services that are suitable for you.	personal information information about your accounts with us information about your transactions
Corporate services	to provide accounts and services that are suitable for you, and transfer your accounts such as transferring to another investment firm.	personal information information about your accounts with us information about your transactions information about your security for a loan
Third-Party Provider that you allow to access your accounts.	to provide accounts and services that are suitable for you, and to share information that may help you when you are in financial difficulty or need extra support.	personal information information about your accounts with us information about your life stage any other information you want us to share
Market research	to find out more about your experiences with us, so that we can improve our services.	personal information details of your opinions or experiences with us
Trading Venues	to follow laws and regulations inside and outside Ireland.	Personal information Full information on shares bought and/or sold
Research and analytic companies that study trends and patterns. These companies may combine this information with other information they hold from other companies.	to provide accounts and services that are suitable for you, to share information that may help you when you need extra support, and to help us and them to understand trends which we use to improve services.	information about your transactions.
Financial service providers, such as banks	to provide accounts and services that are suitable for you	personal information information about your accounts with us information about your transactions
Insurance companies	to provide accounts and services that are suitable for you.	personal information details of relevant insurance claims information about your life stage
Law enforcement agencies, government bodies	to investigate possible crime and to help recover your money if you are a victim of fraud and scams, to protect you, your money and our interests, to follow laws and regulations inside and outside Ireland.	personal information information we reasonably believe is true about you and your money that we must share under law Information that helps to protect your interests and ours.
Payment software providers such as online payment providers	to provide accounts and services that are suitable for you.	personal information information about your transactions
Professional advisors: auditors legal advisors	to sell part or all of our business, to protect your interests and ours, to follow laws and regulations inside and outside Ireland.	personal information information about your accounts information about complaints you have made about us Information about any other agreements you have with us
Regulators such as the Data Protection Commission, Central Bank of Ireland, Pensions Authority and the European Securities & Markets Authority	to prevent crime, to follow laws and regulations, to manage any complaints from regulators.	personal information information about your accounts with us Information about your transactions information about complaints you have made
Security operations	to prevent crime.	personal information CCTV images
Security trustees, for example a person or company that manages property or assets for a third party	to provide accounts and services that are suitable for you.	personal information information about your accounts with us information about your transactions
Social media platforms such as X, Instagram, and LinkedIn	to find out what is being said about us on social media	information such as what you say about us information about your social media posts about us.
Joint venture companies, that we work with. These companies may combine this information with other information they hold from other companies.	to provide accounts and services that are suitable for you, and to help us and them to understand trends which we use to improve services	personal information

Sending your information outside the European Economic Area (EEA)

Sometimes, to give you the service you ask for, we will send your personal information outside the European Economic Area (EEA). This includes countries in the European Union, Norway, Iceland and Liechtenstein. We only send information to countries that have the same standard of protection for your information that we have in Ireland.

The level of protection of information we send to organisations outside the EEA, for example organisations in the United Kingdom, United States or India, is decided by the European Union. The details of these protections are available by contacting [email protected]

If you want to make a complaint

If you are unhappy with the way we collect, use, keep and share your information, please tell us. This can be done via email, letter or phone call to your Relationship Manager/point of contact within Goodbody.

If you are unhappy with our response, you can take your complaint to the Data Protection Commission in Ireland. You can do this by:

visiting their website at www.dataprotection.ie
writing to Data Protection Commission, 21 Fitzwilliam Square South, Dublin 2, D02 RD28, Ireland.

Updates to this notice

We will make changes to this notice from time to time, particularly when we change how we use your information, and change our technology and services. You can always find an up-to-date version of this notice:

on this website or,
by asking us for a copy.

Your Data Protection Rights

To see more details about how you can action your data protection rights, please click here.

Wealth Management

Goodbody Online – Terms and Conditions

Terms and Conditions of Service.
Risk Disclosure Document.
Retail Order Execution Policy.
Privacy Statement/Use of Information Notice.

Terms and Conditions of Service

Introduction

Access to and use of Goodbody Stockbrokers’ UC Website (hereinafter referred to as “Website”) is provided subject to the Terms and Conditions of Service set out below.

IT IS IMPORTANT THAT YOU READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY.

By accessing and using our Website, you will be deemed to have read and accepted the Terms and Conditions of Service.

Section 1: General

Section 2: Electronic Services

Appendix A: Terms and Conditions

Appendix B: Charges

The Terms and Conditions of Service include Appendices A and B, and together with the Risk Disclosure Document, Retail Order Execution Policy, Privacy Statement/Use of Information Notice and Application Form will constitute the agreement between you and Goodbody Stockbrokers UC relating to the Goodbody Online Execution-Only Service.

Goodbody Online is an Execution-Only dealing service, provided by Goodbody Stockbrokers UC, for clients who wish to place instructions online. We draw your attention to the fact that the Goodbody Online Execution-Only service is restricted to certain securities listed on the Irish, UK, US and certain European exchanges. Further details are available on request. We reserve the right to limit our online 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.

Section 1: General

Legal Issues

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.

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

About Advice

None of the information contained within this Website should 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.

Nothing on this Website constitutes investment, legal, accounting or taxation advice, or a representation that any investment or strategy is suitable or appropriate to your individual circumstances, or otherwise constitutes a personal recommendation to you.

The use of the Website is at the user’s sole risk. Not all recommendations are necessarily suitable for all investors and an investment policy must be tailored to suit the circumstances of the individual. Consequently, we recommend users consult their professional adviser before acting on any information available on 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 only and may not therefore be real time prices for the purpose of buying/selling securities or making any other investment decision.

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.

Goodbody Stockbrokers UC 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 effort’s basis for your convenience and Goodbody Stockbrokers UC and its content providers do not guarantee the completeness or accuracy of such information. Goodbody Stockbrokers UC 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.

Communication

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.

Information modification and/or termination

The information provided in this Website is subject to change without notice and is continuously updated. Goodbody Stockbrokers UC 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.

Positions in Shares

Goodbody Stockbrokers UC, 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.

For US Persons Only

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.

For US Persons and Persons Outside the EEA (European Economic Area)

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.

Links

This Website may provide hypertext links to sites which are not operated, controlled or maintained by Goodbody Stockbrokers UC. 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.

Updates to Terms and Conditions of Service

We reserve the right to amend our Terms and Conditions of Service from time to time. Details of the current Terms and Conditions of Service 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 Statement

Our Privacy and Cookies Statement is available on our Website and it is your responsibility to read the Privacy and Cookies Statement. By accessing our Website you are consenting to the Privacy and Cookies Statement in place at time of use.

Section 2: Electronic Services

Online Security and Privacy

In accessing the pages of our 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 UC cannot guarantee the privacy or confidentiality of any information relating to the user passing over the Internet.

Goodbody Stockbrokers UC and its content providers assume no responsibility in relation to the safe keeping and privacy of electronic media once downloaded from, or accessed on, the Website. The Website allows access to electronic media (e.g. confidential documents in pdf format) which once accessed will open in separate windows, be stored on your device and will not time out. It is your responsibility to view the content in a safe and private place, to close the windows when finished and to ensure all downloaded electronic content is stored in a secure location.

Goodbody Stockbrokers UC assumes no liability where a user of this Website deviates from accepted best online secure computing practices. Best secure practices include but are not limited to ensuring: Personal privacy is maintained whilst accessing the Website (i.e. be very conscious of your surroundings and consider your privacy at all times); Computing devices are not left unattended or unprotected; Website access is logged off, all open content windows are closed and all downloaded content is safely stored when interaction on the Website is complete or when left unattended; Website is only accessed via known secure mediums (e.g. unencrypted WiFi hotspot would not be deemed secure); Adequate malware protection is maintained; Device operating systems are maintained and patched in line with recommended and supported releases; Hardware is maintained and patched in line with recommended and supported releases; Website is only accessed using supported browsers and browser versions as recommended on our Website; Account information is never shared or disclosed; Passwords are suitably complex and changed regularly; Security questions are private to you and kept secret; etc. It is your responsibility to ensure you access the Website in a suitably private place, over a secure medium, on a secure device, using recommended browsers and browsers versions and using well maintained account information.

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.

It is your responsibility to ensure that your login details remain confidential to you the user and you should never, under any circumstances, disclose them to anybody. You should not write down your password or store it on any device which others may have access to. Goodbody Stockbrokers UC will not be legally responsible for any unauthorised use of your logon details resulting from negligence or fraud on your part.

You may change your password at any time by using the facility on our Website.

Account Suspension and/or Termination

Goodbody Stockbrokers UC reserves the right without prior notice to you, to cancel, terminate or suspend any account registered within this Website.

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

Operating Malfunctions and Other Events

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 UC 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 UC 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 UC 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 UC 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 UC, 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 UC. 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.

Goodbody Online Trading and Valuations

Hours of Telephone Support and Execution Services

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.

Online Charges

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

Pledging of Securities

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

Funds

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

Online Trades

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.

Confirmation

Orders placed electronically by you through our Goodbody Online dealing service do not require verbal confirmation.

Placing an Order – Funds Available

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 UC.

Suitability of Investment

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

Discretion to Execute

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

Timely Execution

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

Large Orders

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 us. We may process your order but we are not obliged to do so. Orders of this nature may incur higher commission than our standard online share dealing charges.

Reasons for Delay

The fact that you input an order to purchase or sell securities into Goodbody Stockbrokers UC Website is not a guarantee that the said securities will be bought or sold. You are hereby advised that Goodbody Stockbrokers UC 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 UC. 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.

Transaction Postings

Goodbody Stockbrokers UC 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:

(a) 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.

(b) 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 should contact us immediately if you identify any item on our Website or on your Goodbody Online account, which you believe may be incorrect.

Rejecting and Cancelling Orders

You agree that Goodbody Stockbrokers UC 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.

Third Party Executions

Goodbody Stockbrokers UC 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 UC accepts no liability for any errors or losses resulting directly or indirectly from the omissions of that broker.

Online Valuations – Portfolio Holdings

When preparing your Portfolio Holdings, Goodbody Stockbrokers UC use the following approach:

Your Portfolio Holdings is valued in the indicated base currency. This may include a combination of holdings and cash in the base currency and foreign currencies. Your Portfolio Holdings will value all assets in the indicated base currency including cash positions that are not in the base currency. We will use reasonable endeavours to use foreign exchange rates in your Portfolio Holdings, based on rates available from close of business the previous day.

We value exchange-traded equities and investment trusts using the prices provided to us by a third party data vendor. We will use reasonable endeavours to provide valuations based on closing prices from the previous day with the exception of securities which have a full listing on the UK main market, these are valued based on approximately fifteen minute delayed prices. The prices we receive generally comprise the mid-price (derived from the bid and ask/offer prices), the bid or the last traded price for that instrument on the relevant stock exchange.

We price fixed interest securities exclusive of accrued interest in your Portfolio Holdings. To obtain the amount of accrued interest due please contact us. Where you have purchased fixed interest securities through Goodbody Stockbrokers UC, the “book cost” will be derived from the purchase price you paid to us which will include any accrued interest due.

Please contact us for the basis on which we may value any other investments in your Portfolio Holdings.

We obtain many of the prices that we use in preparing your Portfolio Holdings from external data providers or fund administrators on whom we are reliant for the accuracy of the information. We cannot be responsible for any errors contained in information we source externally. If you decide to sell your holdings you may receive more or less than the value shown. You may incur early encashment fees for market value adjustments on the sale of unitised investments.

The valuation of your Portfolio Holdings 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 Goodbody Stockbrokers UC cannot guarantee the accuracy of such data, we will not be held liable for any losses incurred by your use of it.

Where you have purchased investments through Goodbody Stockbrokers UC, the “book cost” for any investment will be derived from the purchase price you paid to us. Where you have purchased investments elsewhere and subsequently transferred them to Goodbody Stockbrokers UC, or requested us to include them in your Portfolio Holdings, we are reliant on you to provide us with an accurate amount for the book cost. Goodbody Stockbrokers UC take no responsibility whatsoever for the determination of this cost.

The unrealised profit/loss figure is calculated using the average book cost of the holding after aggregating all acquisitions and disposals. This figure is a guide only and should not be used for taxation purposes.

You may have asked us to include securities that you hold in your own name in your Portfolio Holdings. If so, by including them as an accommodation for you, Goodbody Stockbrokers UC is not representing that they are due to you or that we hold them as part of our nominee service or in our safe custody for you. We will continue to include these securities in your Portfolio Holdings unless you advise us to increase, reduce or delete them following any purchase, sale, corporate action, encashment or surrender.

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

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

Appendix A Terms and Conditions

Section 1

This section sets out the services we will provide to you.

1.1 Service

These Terms and Conditions set out the terms on which Goodbody Stockbrokers UC, Ballsbridge Park, Ballsbridge, Dublin 4 (“we” “us” “our”) will provide an Execution-Only service for dealing in certain non-complex financial instruments and products such as:

(a) Shares admitted to the Irish Stock Exchange (Official List), the London Stock Exchange (Official List) and other regulated stock exchanges.

(b) Money market instruments.

(d) Undertakings for Collective Investment in Transferable Securities (“UCITS”).

(e) Other non-complex financial instruments as may be determined by us from time to time.

(f) Tracker Bonds as defined in the Central Bank of Ireland’s Consumer Protection Code 2012 (as amended from time to time) (“CPC”).

(g) Insurance policies.

(h) Personal Retirement Savings Accounts (“PRSAs”) as defined in Part X of the Pensions Act 1990.

(i) Structured Deposits as defined in Regulation 3 of the MiFID II Regulations.

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 and we will take no responsibility for making such assessment. You will not, therefore, benefit from the protections provided by our suitability assessment and this may mean that we will execute orders on your behalf that are not suitable for you and which we would not execute on your behalf if you were not an Execution-Only Client. Holding unsuitable investment instruments may expose you to greater risk and/or losses than are acceptable to you. In providing this service we are not required to assess whether the investment decisions that you have chosen to undertake are appropriate and/or suitable for you.

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. 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.

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 financial instruments. Past performance should not be taken as an indication or guarantee of future performance and neither should simulated performance.

1.2 Registration/Custody of Your Investments and Nominee Facilities

All financial instruments purchased through us can be registered in your name, in the name of a Nominee Company wholly owned by us or in a Nominee Company controlled by an eligible custodian or clearing house. We may hold your financial instruments with an eligible custodian which is an associated company of our firm. Our Nominee Company is operated in accordance with the requirements of the Central Bank of Ireland.

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 need to be authorised or exempt from authorisation by a competent authority. Goodbody Stockbrokers UC is authorised as a Member of the Irish Stock Exchange, the London Stock Exchange and is regulated by the Central Bank of Ireland. It is a requirement of the Central Bank of Ireland that before we provide you with Nominee facilities, we notify you of the obligations which we have to you in relation to:

(a) Registration of your financial instruments and collateral if these will not be registered in your name: We will ensure that any registrable (including electronic) financial instruments are registered in the name of a Nominee Company wholly owned by us 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 our clients.

(b) 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 into your stockbroking account unless instructed otherwise by you. 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.

(d) Dealing with take-overs, other offers or capital re-organisations. We will advise you in writing (or electronically via our online service once you activate and verify your account access online), 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.

(e) Exercising voting rights;

(f) 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 investments unless you specifically request us to do so.

(g) The extent of our liability in the event of a default by an eligible custodian: We do not accept any liability for any action taken by or for the default of any custodian or their nominees.

It is the policy of the firm not to provide Annual Reports relating to investments which you hold through our Nominee arrangement.

It is important to note that where client assets are held in a Nominee Company and those assets yield a fractional entitlement during the course of a corporate event, the fractional entitlement will be distributed to clients at the discretion of the firm.

1.3 Pooling of Client Assets

Financial instruments and funds, which we hold on your behalf in a client account opened with a central bank, a qualifying money market fund, an eligible credit institution, relevant party or eligible custodian may be held in an account with the client assets of other clients. In accordance with the Central Bank of Ireland’s requirements we will ensure that any such account is:

(a) Designated as a Client Account in the name of Goodbody Stockbrokers UC or a Nominee Company wholly owned by us or in 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.

(b) Reconciled to our own records on a regular basis.

1.4 Funds/Financial Instruments

Funds and financial instruments held by us on your behalf will be dealt with strictly in accordance with the Central Bank of Ireland’s requirements. The banks, with whom we deposit client funds have given us an acknowledgement that funds in a client account are not that bank’s money and that it is held on trust for the client and therefore cannot be subject to a claim in respect of any money owed by Goodbody Stockbrokers UC to the bank. We do not accept any liability for any action taken by or for the default by any eligible credit institution.

If we place any funds held by us on your behalf with a qualifying money market fund, such funds will not receive client fund protections. Instead the units in the qualifying money market fund that represent your holdings will be held on your behalf as financial instruments in accordance with the Central Bank of Ireland’s requirements. By signing this agreement you hereby consent that Goodbody Stockbrokers UC may place any funds held on your behalf with a qualifying money market fund and the consequences of the change in the protections afforded to you under the Central Bank of Ireland’s requirements.

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).

We may act as a deposit broker and the deposit taking institution may pay us a fee which we will retain for our own use and benefit.

Interest is not payable on funds held in an earnings, dealing, futures or options account. However we may at our discretion pay interest on certain dealing accounts. We may place on deposit with such bank or other institution and on such terms as we think fit, any funds that we may hold for you from time to time in your dealing account whether in a separate account or in a pooled client account. These deposits may be with deposit takers who are members of the same group as us. 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, we will retain for our own use and benefit the difference between the interest actually earned on the client account and the rate paid to you. Funds so deposited are available to us for the purpose of settling any balance outstanding on your account/s. We are simply acting as an agent and we are not a deposit taking institution. Any transaction carried out by us under this authority shall be without liability on our part.

In the event that the deposit taking institution charges a negative interest rate or similar fee or charge on the client account, we or the deposit taking institution may deduct this negative interest rate from the funds in your client account.

1.5 Statement Service

On a quarterly basis we will provide you with a statement detailing the assets held in your account. This statement will be provided to you electronically via our online service once you activate and verify your account access online. You should be aware that once you do this you will not receive paper copies of the statement.

If you prefer to receive your statement by post, you should contact us and we will arrange this for you.

1.6 Client Assets Held Outside Ireland

Goodbody Stockbrokers UC may from time to time place your assets with third party entities that are situated outside Ireland. The legal and regulatory regime applying to any central bank, qualifying money market fund, eligible credit institution, relevant party or eligible custodian, with whom your assets are 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 a central bank, qualifying money market fund, eligible credit institution, relevant party or eligible custodian in Ireland. By signing this agreement you hereby consent to Goodbody Stockbrokers UC passing your client assets to such third parties outside Ireland. Should you have concerns about the implications of passing your client assets outside Ireland, we recommend that you take independent legal advice.

1.7 Security Interest/Lien or Right of Set-off

Goodbody Stockbrokers UC may place your assets with third parties that may have a security interest or lien over, or right of set-off in relation to those assets.

1.8 Client Asset Risk Warning

By signing the agreement you hereby consent that Goodbody Stockbrokers UC may from time to time place your assets with third parties outside of Ireland in jurisdictions where the holding of client assets is unregulated.

Upon your written instructions we may deposit your assets with a specific third party that does not meet our internal risk assessment.

1.9 Client Classification

The service which we offer under this agreement is an Execution-Only Securities Dealing service. You are categorised as a Retail Client as defined in the MiFID II Regulations. For this service we are not, in any circumstances in a position to accept requests from clients to be treated under a different client categorisation.

1.10 Transfer of Business

In accordance with applicable Client Asset requirements, we shall notify you in writing of any potential transfer of business and shall provide the following information to you:

The relevant timeframes involved in any proposed transfer.
The options available to you as regards your assets.
Any changes to client asset protections resulting from any proposed transfer.
In the case that client assets will not be held in accordance with the Irish client asset regime once transferred to another entity,
an overview of the new/revised client asset protections that will be afforded to you.

1.11 Ambiguity on origin of assets

If we receive or identify at any stage that we are holding client assets where there is any ambiguity relating to the allocation or the origin of such assets, we will promptly investigate and will treat such assets as client assets until such a time as they are confirmed not to be client assets.

1.12 Currencies in which the firm maintains a deposit of client funds

The list of currencies in which we can maintain a deposit of client funds is set out in the Client Assets Key Information Document. This list may change from time to time. The Client Assets Key Information Document is available on our website:
www.goodbody.ie/legal-and-regulatory-disclosures

1.13 Relevant Deposit Guarantee Schemes

We have relationships with a number credit institutions who hold client funds for the benefit of our clients. In the unlikely event that one of these credit institutions was to fall into financial distress and unable to return the client funds, you would be entitled to apply for redress under the European Union (Deposit Guarantee Scheme) Regulations 2015 (“the DGS Regulations”). The scheme operates to offer protection to eligible accounts of eligible depositors up to a limit of €100,000 per person per institution. More details are available at: www.centralbank.ie and www.depositguarantee.ie

Section 2

This section sets out the services that we will not provide.

2.1 Short Positions

We will not, under any circumstances, sell investments on your behalf which will result in you having a short position. A short position arises when a person has contracted to sell investments which he or she does not currently own, his or her plan being that, before he or she has to deliver the investments to the purchaser, he or she will be able to buy them in the market at a price lower than that currently prevailing.

2.2 Borrowing Funds for You

We will not borrow funds for you under any circumstances. However, Goodbody Pensioneer Trustees Limited may borrow funds as a Pensioneer Trustee with you or on your behalf for investment purposes in an approved Small Self-Administered Scheme. We may hold such funds pursuant to such borrowings.

2.3 Taxation

We do not provide taxation advice. It is your responsibility to seek independent professional advice regarding any taxation matter relating to your investments.

Foreign withholding tax which is applied to your income may not be recoverable.

2.4 Property Investment

In the event that you hold, acquire or dispose of any property investment which forms part of your Pension Scheme, Goodbody Stockbrokers UC and its associated companies will not have any obligation whatsoever to you in terms of advice, management, selection, valuation, holding or disposal of any such property investment.

Section 3

In this section we set out our position on the many administrative issues that may affect your account.

3.1 Aggregation of Orders and Trades

We may aggregate your order with the orders of other clients. There is a risk that on some occasions aggregation may work to your disadvantage.

We may also aggregate the settlement of your transaction with other client trades when executing them with certain market counterparties.

3.2 Recording of Telephone Calls and Electronic Communications

Telephone calls and any electronic communications are recorded to ensure accuracy, to help maintain quality of service and for fraud prevention purposes.

3.3 Withdrawals from Pension Schemes

Withdrawals from pension schemes, including retirement annuity contracts, are only permissible subject to Revenue requirements, which vary according to the pension scheme’s legal structure. No liability shall attach to Goodbody Stockbrokers UC acting on instructions which it believes in good faith to have been validly given by persons who are authorised to do so.

3.4 Payments to Third Parties

Should you at any stage ask us to remit funds to a third party you will confirm this request to us in writing. We operate a policy in relation to such payments and any requests to pay a third party which are not in line with our policy will be declined. Payments can be made directly to the client or to the client’s own bank account.

3.5 Joint Customers

Where this agreement is entered into by us with more than one person:

any instruction, notice, demand, acknowledgement or request to be given by or to you under this agreement 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
your liabilities under or in connection with this agreement are joint and several; and
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.

Where this agreement is entered into by one or more trustees you:

will notify us of any changes in trustee(s) of the relevant trust; and
hereby confirm that, on the basis of competent legal advice, you are all satisfied that each of you has all the necessary powers to enter this agreement.

3.6 Power of Sale over Your Investments

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. 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, any 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 or 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.

3.7 Instructions

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.

3.8 Orders

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.

Where you place a limit order in financial instruments which are admitted to trading on a regulated market or traded on a trading venue and that order is not immediately executed under prevailing market conditions, you hereby instruct us and any agent acting on our behalf not to make the order public where it is considered appropriate not to do so.

If you wish to receive an update on the status of an order this can be provided to you on request.

3.9 Part-Filled Irish Orders

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.

3.10 Certificated Stock

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.

3.11 Payment for Stock

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.

3.12 Variation to Arrangements

We will continue to contact you using the most recent contact details we have on record for you unless we receive written instructions to the contrary. You must notify us promptly of any change to your contact details which includes your name, address, telephone number/s or email address.

The terms of this agreement and any changes to them will remain in effect from the time you open your account until the account is closed. We may change the terms of this agreement by providing you with a written notice. This notice will be provided to you electronically via our online service once you activate and verify your account access online. You should be aware that once you do this you will not receive a paper copy of any such notice. If you prefer to receive these notices by post, you should contact us and we will arrange this for you.

3.13 Charges

Our charges will be in accordance with our charges schedule in effect at the time the charges are incurred. A copy of our current charges schedule is included in this agreement. You will also have to pay any applicable value added tax, stamp duty or similar third party charges. Charges may change from time to time and we will notify you in advance of any such changes.

Details of any commission sharing arrangements which relate to trades conducted on your account will be available on the contract note. We may share management fees with third parties or associated companies. The fee sharing arrangement is normally calculated as a percentage of the fee charged to your account and further details are available on request.

We may receive a commission from third parties or associated companies relating to investments transacted with third party providers. This commission will be expressed as a percentage of the ongoing value of the investment. Further details relating to these arrangements are available in the charges schedule.

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

3.14 Conflicts of Interest

Outlined below is a summary of our Conflicts of Interest Policy.In providing investment services to retail clients, actual or potential conflicts of interest may arise between the interests of the service provider (including its employees and businesses within the same group) and the interests of its clients.

Goodbody Stockbrokers UC acknowledges the legal and regulatory responsibility to effectively identify, prevent or manage actual or potential conflicts of interest which entail a risk of damage to the interests of one or more of its clients. Goodbody Stockbrokers UC has implemented a Conflicts of Interest Policy to prevent or manage such situations. The Policy sets out the legal and regulatory requirements:

to identify actual or potential conflicts;
to have procedures in place to prevent such conflicts where reasonably possible;
to have procedures in place for managing such conflicts;
to keep necessary records.

It is our commitment to disclose to clients, as a measure of last resort, the general nature and/or source of conflicts where there is a potential risk of damage to the interests of a client and where our arrangements to prevent or manage such conflicts may not be sufficient to ensure, with reasonable confidence, that the client will not be disadvantaged. The Policy is underpinned by procedures designed to prevent or manage conflicts of interest that could arise. This includes procedures:

for internal information barriers to prevent or control exchange of confidential information that may harm the interest of clients;
for the appropriate level of independence between persons engaged in business activities involving a conflict of interest;
to ensure that employees adhere to the staff share dealing rules that apply in their business;
to ensure that staff adhere to rules on company directorships and outside activities which could give rise to a conflict with the interests of a client;
to ensure that staff adhere to the rules governing the giving or receiving of gifts, benefits or inducements;
for the disclosure of information on soft commission arrangements, where relevant.

We have set out below some examples of the type of interest, relationship or arrangement where a potential conflict may arise when providing services to you. We may:

be acting as advisor to the company in which you are transacting;
be advising a company in relation to a new issue in which you wish to participate;
be dealing as principal or as a registered market-maker in the security;
be advising a company in relation to a takeover bid as either offeror or offeree;
be dealing as agent with other clients and matching your transaction against these clients orders;
have a holding or a dealing position in the financial instrument concerned;
have other business relationships including the provision of banking and investment banking services to companies in whose securities you are transacting.

3.15 Investor Compensation Act, 1998

Under the terms of S. 38 (1) of the Investor Compensation Act, 1998 we hereby notify you:

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;
that we are a member of that compensation scheme;
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;
that a right to compensation will arise only:
if the client is an eligible investor as defined in the Act;
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
to the extent that the client’s loss is recognised for the purposes of the Act.
that where an entitlement to compensation is established, the compensation payable will be a lesser of:
90 per cent of the amount of the client’s loss which is recognised for the purposes of the Investor Compensation Act, 1998; or
compensation of up to EUR20,000.

Further details are available at www.investorcompensation.ie

3.16 Client Contact

We may contact you either in writing (to include email), by telephone or in person in connection with your account. Where you avail of our online service we may also post notices to your account which you can access via our Website.

3.17 Client Complaints

Should you have a complaint regarding the service you have received and the matter cannot be resolved by the person with whom you are dealing, you should refer the matter to the Head of Wealth Management who will ensure that your complaint is dealt with. The firm also has a Compliance function, which is independent of the Head of Wealth Management. You may wish to refer any complaints to the Head of Compliance for investigation. If you are a consumer you are entitled to refer the matter to the Financial Services and Pensions Ombudsman, 3rd Floor, Lincoln House, Lincoln Place, Dublin 2.

3.18 Termination

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

3.19 Inactive Accounts

If at any time you have not transacted on your account for at least one year and you have no holdings in your account, we may close your account without any prior notice. If your account is closed in this manner and at a later date you wish to place an order you will need to open a new account.

3.20 United Kingdom Regulations

The regulatory system applicable to Goodbody Stockbrokers UC is different to that which applies in the United Kingdom.

3.21 Errors and Omissions Excepted (“E. & O. E.”)

We reserve the right at any time to correct errors or omissions on our contract notes, valuations or statements. You will be obliged to settle the trade as dealt by us.

3.22 Contract Notes

When we carry out a trade for you we will issue you with a contract note in respect of that trade, no later than the first business day following the day of execution of the trade.

A contract note will be provided to you 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.

The contract note will be provided to you electronically via our online service once you activate and verify your account access online. You should be aware that once you do this you will not receive paper copies of your contract notes.

If you prefer to receive your contract notes by post, you should contact us and we will arrange this for you.

3.23 Identity and Information Request

We reserve the right to seek evidence of identity for anti-money laundering, anti-terrorist financing, fraud prevention purposes and to comply with any other legal or regulatory obligations which may apply to us. In the case of delay, or failure to provide satisfactory information, we may take such action as we think fit.

We may take whatever action we consider appropriate to meet our obligations, either in Ireland or elsewhere in the world, relating to the prevention of money laundering, terrorist financing or fraud and to the provision of financial and other services to persons who may be subject to sanctions. This action may include, but is not limited to, investigating and intercepting payments into and out of your account and making enquiries to establish whether a person is subject to sanctions. This may result in delay or failure to execute instructions received from you or in the receipt of cleared funds. You acknowledge and agree that, we shall not be liable for any loss, damage or other liability suffered by you or any third party which arises as a result of taking such action.

We reserve the right to refuse to accept a lodgement to your account.

We reserve the right at all times and in our absolute discretion not to open an account.

We may require you to provide us with accurate and up to date information and documentation that we consider necessary in order to provide our services to you in accordance with our legal and regulatory obligations.

If you fail to provide us with this information and or documentation we may not be able to provide you with our services or may only be able to provide a restricted service to you. You acknowledge and agree that we shall not be liable for any loss, damage or other liability suffered by you or any third party which arises as a result of taking such action.

3.24 Own Name Holdings

You may have requested us to show financial instruments that you hold in your own name on your account with us. If so, by presenting the information in this way we are not representing that they are due to you or that we hold them in safe custody or as part of our nominee service for you. We will continue to reflect these financial instruments on your account unless you advise us to increase, reduce or remove them following any purchase, sale or corporate event.

3.25 Transfer of Interest

No transfer of any interest in your account, whether legal and or beneficial shall be made by you unless you have obtained our prior consent in relation to such transfer and the transferee has first entered into such documentation as we in our absolute discretion, deem appropriate in order to regulate the relationship between the parties. Any transfer or purported transfer of any interest in your account with us, whether legal and/or beneficial in breach of this clause shall be void/voidable at the instance of Goodbody Stockbrokers UC.

3.26 Language of Communications

All information and communications provided to you will be in the English language and all information and communications provided by you must also be in the English language.

3.27 Principal broker

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.

3.28 Consumer Protection Code (“CPC”)

For services provided in respect of Tracker Bonds, Insurance Policies and PRSAs we are subject to the Central Bank of Ireland’s Consumer Protection Code 2012 (as amended from time to time) which offers protections to consumers and a copy of the CPC can be found on the Central Bank of Ireland’s website, www.centralbank.ie

3.29 Limitation of Liability

You hereby acknowledge that Goodbody Stockbrokers UC shall not be responsible and shall have no liability for any loss or damage, liabilities, claims, expenses, awards, proceedings and costs, including any loss of profits, revenue or goodwill, whether arising directly or indirectly, and whether arising in contract, in tort (including negligence) or for representations made or otherwise (collectively “losses”), as a result of or in connection with performance or non-performance of our obligations under this agreement and regardless of whether the possibility of such losses was disclosed to or could reasonably have been foreseen by Goodbody Stockbrokers UC, save to the extent that such losses arise directly as a result of the gross negligence, wilful default or fraud of Goodbody Stockbrokers UC.

For the avoidance of doubt, Goodbody Stockbrokers UC shall not, in any circumstances, be liable for any special, indirect or consequential losses or for direct or indirect loss of data, profits, revenue or goodwill arising under or in connection with this agreement, even if foreseeable or if Goodbody Stockbrokers UC has been advised of the possibility of such losses.

You also hereby specifically acknowledge that Goodbody Stockbrokers UC shall not be responsible and shall have no liability whatsoever for any direct, indirect or consequential losses, whether arising in contract, in tort (including negligence) or otherwise, arising:

by reason of Goodbody Stockbrokers UC relying on any instruction reasonably believed by us to be authorised by you or on your behalf and we shall be under no duty to make an investigation or inquiry as to any statement contained in any such instruction or document and we may accept the same as conclusive evidence of the truth and accuracy of the statements contained therein; or

by reason of or in connection with any act or omission by you or any agent of yours.

However, nothing in this agreement shall exclude or restrict any liability which Goodbody Stockbrokers UC has to you under any applicable law or regulatory requirement, and which cannot be excluded or restricted by agreement by reason of applicable law or regulatory requirement, and the provisions of this agreement which purport to exclude or restrict any such liability shall not apply only to the extent that such liability may not be so restricted or excluded.

3.30 Governing Law

This agreement is 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.

APPENDIX B CHARGES

EFFECTIVE 2 JANUARY 2019

Commission Rates i.e. Charges per Transaction

Minimum Charge €25*

1.00% on First €25,000

0.50% on Balance

Other Charges

Annual Account Maintenance Charge €100

(annual charge, subject to VAT and charged annually in advance. This charge will apply, in full, irrespective of when the account is opened during the year.)

Consolidated Tax Voucher Replacement €25

Stock Transfer Out Charge €13

(per line of stock or certificate, with a minimum charge of €40)

Overseas Custody Charge €25

Third Party Charges

Government Stamp Duty

– On the purchase price of an Irish Security 1.00%

– On the purchase price of a UK Security 0.50%

Encashment Tax

– Applied to non Irish and non UK income at the standard rate of Irish Income Tax.**

Panel of Takeovers and Mergers Levy

ITP Levy

– €1.25 for transactions in Securities of Irish incorporated companies where the consideration exceeds €12,500 or equivalent in any other currency.

PTM Levy

– £1.00 for transactions in Securities of companies incorporated in the United Kingdom, the Channel Islands or the Isle of Man where the consideration exceeds £10,000 or equivalent in any other currency.

Overseas Broker Charge

Typical Fee 0.20%

(Varies depending on the market and broker)

* Any order placed by telephone will be subject to a minimum commission charge of €100.

** Exemption available to certain types of investors, subject to the submission of a declaration or exemption documentation as appropriate.

An overseas regulatory charge may apply to certain transactions and the amount of the charge will vary depending on the market. Further details are available on request.

Other third party charges may apply which are not payable via Goodbody Stockbrokers UC or imposed directly by us, for example, Dividend Withholding Tax and Deposit Interest Retention Tax.

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 will be transacted at a market rate available to us and will include a spread up to a maximum of 1.25% to cover the risk for Goodbody Stockbrokers UC.

Charges relating to funds held with a deposit taking institution

If we place funds that we hold on your behalf with a deposit taking institution that charges a negative interest rate or similar fee or charge on the client account. You will be required to pay the negative interest rate or fee which will typically be no greater than 1.25% per annum.

Deposit Broker Fees

If we enter into a deposit broker arrangement with a deposit taking institution we may receive a fee for our deposit broking services from the deposit taking institution of up to 0.5% per annum based on the value of deposits held by that deposit taking institution.

Costs and Charges Incurred Within Certain Products

Investments in certain products may incur costs and charges which are in addition to those charged by Goodbody Stockbrokers UC. The table below sets out, in percentage terms, the range of costs and charges that are incurred within certain products.

Column 1: This column discloses the typical range of costs and charges that may be charged or incurred at the time of the initial investment for each type of product listed in column 4. The range is shown in percentage terms and is typically based on the investment amount.

Column 2: This column discloses the typical range of costs and charges that may be charged or incurred on an ongoing basis for each type of product listed in column 4. This range is shown in percentage terms and is typically based on the net asset value of the product at the time the costs and charges are incurred. Costs and charges are described on an annual basis but may be charged against the net asset value of the product at any time.

Column 3: This column discloses the typical range of costs and charges that may be charged or incurred at the time of exiting the product. The range is shown in percentage terms and is typically based on the gross value of the investment at the time of exiting.

Column 4: This column discloses the category of product to which this range of costs and charges may apply.

1. Range of Initial Costs and Charges (%)	2. Range of Annual Costs and Charges (%)	3. Range of Exit Fees (%)	4. Type of Funds
0% to 3%	0% to 3%	0% to 2%	Collective investment schemes
0% to 5%	0%	0% to 2%	Structured products
0% to 3%	0% to 3%	0% to 2%	Tax-based products
0% to 5%	0% to 3%	0% to 5%	Life company products

Fees Paid by Third Parties to Goodbody Stockbrokers UC for Certain Products

The table below sets out the method by which Goodbody Stockbrokers UC is paid fees by the fund manager or product provider of certain financial products.

Column 1: This column discloses the range of fees that we may receive from the fund manager or product provider at the time of the initial investment for each type of product listed in column 3. The range is shown in percentage terms, and is typically based on the investment amount.

Column 2: This column discloses the typical range of fees that we may receive from the fund manager or product provider on an ongoing basis for each type of product listed in column 3. The range is shown in percentage terms and is typically based on the net asset value of the product at the time the payment is calculated. Fees are described on an annualised basis but may be paid on a bi-annual, quarterly or monthly basis to Goodbody Stockbrokers UC, depending on the product.

Column 3: This column discloses the category of product to which this range of fee may apply.

1. Range of Initial Fees (%)	2. Range of Annual Fees (%)	3. Type of Funds
0% to 3%	0% to 2%	Collective investment schemes
0% to 5%	0%	Structured products
0% to 3%	0% to 3%	Tax-based products
0% to 5%	0% to 3%	Life company products

Payment

All charges will be debited to your account to be discharged either by cheque, by electronic funds transfer or by the funds available on your account. We reserve the right to sell or realise any investments which we are holding (or entitled to receive) on your behalf to meet any liabilities which you have incurred and failed to discharge.

RISK DISCLOSURE DOCUMENT

This information is provided to you in accordance with the requirements of the MiFID II Regulations. This information provides a general description of the nature and risks of financial instruments taking account of your categorisation as a retail investor. It does not disclose all the risks and characteristics of financial instruments which you may trade in, however it is designed to give you an understanding of the major risks and characteristics. In some circumstances, the risks identified below may not apply to the particular financial instrument that you wish to invest in, either because of that financial instrument’s particular characteristics, your risk appetite in respect of that financial instrument and/or the purpose of your investment. In addition, if you are an Execution-Only retail client you should note that your account will be restricted to transacting in financial instruments which are classified as non-complex financial instruments.

You should not deal in financial instruments unless you are aware of the nature and risks of the transactions you are entering into. You should obtain a clear explanation of all commissions, fees and other charges for which you will be liable. These charges will affect your net profit (if any) or increase your loss. You should understand the extent of your exposure to any potential loss.

The value of financial instruments may fall as well as rise. When investing in financial instruments there is a risk that you may lose some or all of your original investment. You should consider whether investing in financial instruments is suitable for you in light of your individual circumstances and taking account of your investment objectives, financial position, attitude to risk and your investment knowledge and experience. In deciding whether certain financial instruments are suitable investments the following information describing the nature and risks of such instruments should be carefully considered.

GENERAL RISKS IN RELATION TO FINANCIAL INSTRUMENTS

Economic Conditions

Changes in global and regional economic conditions or sentiment are likely to cause volatility in the value of financial securities. Such changes can occur abruptly and can impact on the expected profit or loss from a transaction.

Market Conditions

Market conditions (e.g. illiquidity) and or the operation of the rules of certain markets e.g. market hours, dealing hours, suspension of trading, may increase the risk of loss by making it difficult or impossible to effect transactions or sell out of a position.

Transactions in Other Jurisdictions

Transactions on markets in other jurisdictions may expose you to additional risk. Such markets may be subject to regulation which may offer different or significantly diminished investor protection. Before you trade you should enquire about any rules which may be relevant to your transaction. Your local regulatory authority will be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been effected. You should ask your broker for details of the types of redress available in other jurisdictions before you start to trade.

Currency Risks

The profit or loss for transactions in foreign currency denominated contracts (whether they are traded in your own or another jurisdiction) will be affected by fluctuations in currency rates where there is a need to convert from the currency denomination of the contract to another currency.

Interest Rates

Changes in interest rates can have an effect on the value of securities. The value of securities, especially bonds can fall with a rise in interest rates as other investments reflecting the new higher interest rate offer greater returns. Such risk can be offset by diversifying the durations of fixed-income investments held. Alternatively, if interest rates fall, then the value of bonds and other securities may rise.

Trading Facilities and Electronic Trading

Most open-outcry and electronic trading facilities are supported by computer based component systems for the order-routing execution, matching, registration or clearing of trades. As with all facilities and systems, they are vulnerable to temporary disruption or failure and you will be exposed to risks associated with the system including the failure of hardware and software. The result of any system failure may be that your order is either not executed according to your instructions or is not executed at all. Your ability to recover certain losses may be subject to limits on liability imposed by the system provider, the market, the clearing house and/or member firms.

Off-Exchange Transactions

In some jurisdictions, and only then in restricted circumstances, firms are permitted to deal otherwise than on a regulated exchange i.e. to effect off-exchange transactions. The firm with which you deal may be acting as your counterparty to the transaction. It may be difficult or impossible to liquidate an existing position, to assess the value, to determine a fair price or to assess the exposure to risk. For these reasons, these transactions may involve increased risks. Off-exchange transactions may be less regulated or subject to a separate regulatory regime. Before you undertake such transactions, you should familiarise yourself with applicable rules and attendant risks.

Taxation

There is no guarantee that the tax advantage promoted as a feature of an investment will remain in place. It is important to note that the levels and bases of taxation may change and this can may occur without prior notice. You should always take independent professional taxation advice.

SPECIFIC RISKS IN RELATION TO FINANCIAL INSTRUMENTS

Shares/Equities

Owning shares in a company provides an opportunity to share in a company’s profit and performance, in the form of dividends and capital growth. Individual shares and stock markets can be volatile, especially in the short-term. Some shares are likely to be more volatile than others. This will be based, amongst other things, on the business, geographic location, liquidity and size of the company. Shares will tend to perform well when the outlook for their business, their sector and the overall market is positive while the opposite is the case when the outlook is poor. Your ability to realise the value of shares when you so wish is a critical factor (liquidity). Shares in companies that are not traded on a stock exchange can be very difficult to sell. Many shares that are traded on Stock Exchanges are bought and sold infrequently and finding a buyer may not always be easy. Potential investors should be familiar with any company they plan to invest in. Many Stock Exchanges operate markets that are designed for emerging or smaller companies. The shares of such companies tend to be higher risk than those of larger more established companies and they also tend to be less liquid.

An investment in shares gives rise to exposure to several risks including market risk, currency risk, economic conditions risk, interest rate risk, industry specific risk, liquidity risk etc. Share portfolios are at a greater risk of significant loss if there is a lack of diversity i.e. an over reliance on stocks in one particular company, industry sector or country. Other than the cost of acquiring shares you will not be subject to any margin requirements or financial commitments/liabilities. However, as the value of shares may fall as well as rise there is a risk that you may lose some or all of your original investment.

Bonds

A bond is a debt instrument in which the issuer promises to pay to the bondholder principal and interest according to the terms and conditions of the particular bond. Although not to the same extent as shares, bonds can be subject to significant price movements. Bonds that are traded on regulated markets tend to be more liquid and easier to sell than those that are not traded on such markets. The size of a bond issue is also important in determining liquidity with smaller issues being less liquid. Bonds can also be subject to default and the non-payment of interest and/or principal by the issuer. As with shares some bonds are considered to be safer than others. In general, Government Bonds are considered to be subject to less risk than Corporate Bonds. This is simply because governments are less likely to default on their debt than companies, although this may not be the case with some emerging markets. Bond ratings give an indication of an issuer’s probability of defaulting, based on an analysis of the issuer’s financial condition and profit potential.

Corporate bonds are issued by companies but they are split into different types depending on the credit rating they achieve. Companies whose bonds have high ratings are known as investment grade bonds while those with low ratings are known as high yield bonds because they have to promise higher income payouts to attract investors. In some cases, the bonds issued by a company may not have been allocated a credit rating, which makes it more difficult to obtain an indication of the issuer’s probability of defaulting and may be an indication that these bonds carry an additional risk.

Companies also issue different types of bonds. Debenture stocks, for example, are secured against specific company assets while unsecured loan stocks pay higher yields but are not secured against the company’s assets. Companies also issue convertible bonds that give holders the right to convert bonds into shares under certain circumstances.

Interest rate movements, changes in economic conditions and issuer specific concerns all tend to cause bond price volatility and are risk factors for the holders of bonds. Concerns as to the solvency or financial strength of an issuer will have a negative impact on bonds of the issuer. Conversely strong issuer balance sheets provide a positive backdrop for bonds.

Other than the cost of acquiring bonds, you will not be subject to any margin requirements or financial commitments/liabilities. However, as the value of bonds may fall as well as rise there is a risk that you may lose some or all of your original investment.

Exchange Traded Funds (“ETFs”)

ETFs are investment products that provide investors with an opportunity to invest in a diversified basket of shares through one investment instrument. An ETF will generally track the shares of companies that are included in a selected market index, investing in either all of the shares or a representative sample of the shares of the selected index.

The performance of an ETF is likely to be reflective of the performance of the index upon which the ETF is based. ETFs are generally more liquid than other types of collective investment schemes and can be traded in the same way as any listed share. Like shares, ETFs can be subject to volatility, especially in the short term. Some ETFs are likely to be more volatile than others. This will be based, amongst other things, on the nature and size of the underlying companies and the liquidity/price of the underlying stocks.

Certain ETFs are designed to provide a leveraged exposure to the index, which will magnify both the positive and negative performance of the index. Leveraged ETFs are likely to be significantly more volatile than unleveraged ETFs, and the scale of any potential loss is likely to be much greater.

Certain ETFs are designed to provide an inverse or short position in an index. This means that the ETF is intended to perform well if the index performs badly, but will suffer losses if the index performs well. ETFs can be differentiated by whether they physically hold securities or synthetically replicate the index. Physical ETFs attempt to track the relevant index by holding all, or a representative sample, of the underlying securities that make up the index. Synthetic ETFs do not directly hold the securities that make up the index, but enter into derivative transactions which are intended to replicate the performance of the index. This synthetic method may be used where it is more expensive or more difficult to hold the securities directly, such as where the securities within the index are less liquid, but are not limited to these scenarios.

ETFs are exposed to market risk, currency risk, economic conditions risk, interest rate risk, liquidity risk with certain ETFs being particularly exposed to the risks associated with a specific industry sector. ETFs are likely to perform well in times of positive market and sectoral conditions while they are likely to perform poorly if such conditions are negative. Potential investors should be familiar with the nature of the underlying companies of any ETF they plan to invest in. Other than the cost of acquiring ETFs, you will not be subject to any margin requirements or financial commitments/liabilities.

However, as the value of ETFs may fall as well as rise there is a risk that you may lose some or all of your original investment.

Exchange Traded Commodities (“ETCs”)

A commodity is a physical substance such as food, grains and metals, which is interchangeable with another product of the same type that is traded primarily on the basis of price driven by supply and demand, and not on differences in quality or features.

Historically, commodities have been quite complicated to trade, but in recent years alternative and simpler means of investing in commodities have become available. An ETC is one such means for investors to invest in specific commodities or a general commodity index, such as cocoa or precious metals.ETCs work by investing in real commodities via future contracts and in doing so track a specific commodity or a general commodity index.

The performance of an ETC is likely to be reflective of the performance of the commodity or basket of commodities upon which the ETC is based. ETCs can be traded in the same way as any normal share but can be subject to significant volatility, both in the long term and the short term. Some ETCs are likely to be more volatile than others. ETCs are generally liquid.

ETCs are exposed to market risk, currency risk, economic conditions risk, interest rate risk, liquidity risk and in addition are exposed to changes in global/regional commodity trading agreements and patterns. ETCs are particularly exposed to the risks associated with their specific industry sector. ETCs are likely to perform well in times of positive market and sectoral conditions while they are likely to perform poorly if such conditions are negative.

Potential investors should be familiar with the nature of the underlying commodity or commodities of any ETC they plan to invest in. Other than the cost of acquiring ETCs, you will not be subject to any margin requirements or financial commitments/liabilities. However, as the value of ETCs may fall as well as rise, there is a risk that you may lose some or all of your original investment.

Money Market Instruments

Money market instruments are debt instruments issued by private organisations, governments and government agencies. The money market is a highly liquid professional dealer market that facilitates the transfer of funds (generally in very large denominations) between borrowers and lenders. It generally relates to those instruments that allow for borrowing and lending periods ranging from one day to one year.

Although money market instruments carry less risk than long-term debt, they are exposed to risk. The range of risks to which money market instruments are exposed include the financial strength of the issuer, currency risks, the nature of the lending agreement and economic conditions. Potential investors should be aware of such risks prior to entering into any money market transactions. Money market instruments are likely to perform as intended in stable conditions for the issuer and the economy. However unstable conditions could have a negative impact on the return from such instruments.

Common money market instruments include: Exchequer Notes, Commercial Paper, Treasury Bills, Repurchase Agreements and Bankers Acceptances. The liquidity of such instruments varies depending on the strength of the issuer, the size of the issue and underlying economic conditions.

In general other than the cost of acquiring money market instruments, investors are not subject to any margin requirements or financial commitments/liabilities. As the value of money market instruments may fall as well as rise there is a risk that you may lose some or all of your original investment.

Unit Trusts

Unit trusts are a type of “pooled investment”. A pooled investment is one where several investors put different amounts of money into a fund which is then invested in one or more asset classes by a fund manager. The price of the units in the fund is determined by the value of the assets the fund holds. Where the fund is an “open ended” fund the number of units will rise or fall based on whether investors buy or sell units. As such, large open-ended funds are generally very liquid.

Each unit trust fund has a stated investment strategy enabling you to invest according to your investment objectives and risk profile. The level of risk will depend on the underlying investments, regulatory status of the fund, any investment restrictions that may apply, the extent to which the fund leverages its assets and how well diversified the open-ended investment fund is. The principle of leverage is to increase the fund’s exposure to underlying assets by means of borrowing or other means in the pursuit of higher returns from the amount invested. Leveraging may increase any losses suffered by a fund. Funds investing in emerging markets or smaller companies would be considered to carry much higher risk than those investing in large blue-chip companies.

Unit trusts tend to perform well in positive conditions for the overall economy and for their specific underlying sectors while the converse is the case when such conditions are negative. Potential investors should be familiar with the nature of the underlying securities in any unit trust they plan to invest in. Other than the cost of investing in unit trusts, you will not be subject to any margin requirements or financial commitments/liabilities. However, as the value of a unit trust may fall as well as rise there is a risk that you may lose some or all of your original investment.

Undertakings for Collective Investment in Transferable Securities (“UCITS”)

A UCITS is a specific type of collective investment that can be operated freely within the EU in accordance with the UCITS Directive. As with other collective investments, UCITS tend to invest in a range of individual securities, giving investors the opportunity to invest in a diversified product. However, UCITS are prohibited from investing in certain types of more complex or higher risk securities and are subject to rules which oblige them to reduce the risk of exposure to any issuer.

UCITS can be subject to volatility, especially in the short term. Some UCITS are likely to be more volatile than others. This will be based, among other things, on the nature and size of the underlying securities and the liquidity/price of the underlying securities. Large capitalised UCITS tend to be liquid and trade relatively easily.

UCITS are exposed to market risk, currency risk, economic conditions risk, interest rate risk and liquidity risk with certain UCITS being particularly exposed to the risks associated with a specific industry sector. UCITS tend to perform well in positive conditions for the overall economy and their specific underlying sector while the converse is the case when such conditions are negative. Potential investors should be familiar with the nature of the underlying securities in any UCITS they plan to invest in. Other than the cost of investing in UCITS, you will not be subject to any margin requirements or financial commitments/liabilities. However, as the value of UCITS may fall as well as rise there is a risk that you may lose some or all of your original investment.

Structured Deposits/Tracker Bonds

Deposit based tracker bonds and structured deposits involve a fixed term investment in a bank deposit where there is a commitment to repay capital, or a percentage thereof, at a maturity date and the interest on the deposit is determined by one of a number of possible factors such as the performance of an index, financial instrument, commodity or exchange rate. Such investments do not tend to offer an exit mechanism until maturity and hence it may not be possible to determine the value of your investment or to realise the value of your investment when you wish. Investors should be prepared to invest for the medium/long term.

The total return from investments of this nature can be more or less than the return from a conventional deposit account. Investors are exposed to the risk of default or insolvency on the part of the issuer. If market interest rates change during the investment term, investors are unlikely to be able to exit the investment to invest in a more favorable product.

The return on these deposit products may be capped at a preset level. If the underlying instrument performs well over the period from inception to maturity then the return from the deposit should be positive while the opposite is the case if the instrument performs poorly.

In general, other than the cost of acquiring tracker bonds/structured deposits, investors are not subject to any margin requirements or financial commitments/liabilities. As the value of tracker bonds/structured deposits may fall as well as rise there is a risk that you may lose some or all of your original investment.

Some structured products are not deposit based but are structured as debt instruments or derivatives. The risk of default or insolvency on the part of the issuer may be different for a debt instrument or derivative in comparison with a deposit, depending on where the instrument ranks in the capital structure of the issuer.

Investment Companies

Investment companies are a type of “pooled investment”. A pooled investment is one where a number of investors put different amounts of money into a fund which is then invested in one or more asset classes by a fund manager. Unlike a unit trust, an investment company is a separate legal entity which holds the assets and issues shares representing those assets. The price of the shares in the fund is determined by the value of the assets the fund holds. Where the fund is an “open ended” fund the number of shares will rise or fall based on whether investors buy or sell shares. As such, large open-ended funds are generally liquid.

Each fund has a stated investment strategy enabling you to invest according to your investment objectives and risk profile. The level of risk will depend on the underlying investments, regulatory status of the fund, any investment restrictions that may apply, the extent to which the fund leverages its assets and how well diversified the open-ended investment fund is. The principle of leverage is to increase the fund’s exposure to underlying assets by means of borrowing or other means in the pursuit of higher returns from the amount invested. Leveraging may increase any losses suffered by a fund. Funds investing in emerging markets or smaller companies would be considered to carry much higher risk than those investing in large blue-chip companies.

Investment companies tend to perform well in positive conditions for the overall economy and for their specific underlying sectors while the converse is the case when such conditions are negative. Potential investors should be familiar with the nature of the underlying securities in any investment company they plan to invest in. Other than the cost of investing in an investment company, you will not be subject to any margin requirements or financial commitments/liabilities. However, as the value of an investment company may fall as well as rise there is a risk that you may lose some or all of your original investment.

Limited Partnerships

Limited partnerships are a form of “pooled investment”. A pooled investment is one where a number of investors put different amounts of money into a fund which is then invested in one or more asset classes by a fund manager. A limited partnership will generally consist of two types of partner, general partners who will control the partnership and will have joint and several liability to the partnership and limited partners whose involvement and liability is limited to their investment. Investors are limited partners. The price of the shares in the limited partnership is determined by the value of the assets the fund holds. There may be no liquid market in the shares of a limited partnership and hence investors may be required to hold their shares for an indefinite time period. It may not be possible to determine the value of your investment or to realise the value of your investment when you wish.

Each limited partnership has a stated investment strategy enabling you to invest according to your investment objectives and risk profile. The level of risk will depend on the underlying investments, regulatory status of the fund, any investment restrictions that may apply, the extent to which the fund leverages its assets and how well diversified the limited partnership is. The principle of leverage is to increase the fund’s exposure to underlying assets by means of borrowing or other means in the pursuit of higher returns from the amount invested. Leveraging may increase any losses suffered by a limited partnership. Limited partnerships may not be UCITS. Funds investing in emerging markets or smaller companies would be considered to carry much higher risk than those investing in large blue chip companies.

Investment companies tend to perform well in positive conditions for the overall economy and for their specific underlying sectors while the converse is the case when such conditions are negative. Potential investors should be familiar with the nature of the underlying securities in any limited partnership they plan to invest in. Other than the cost of investing in a limited partnership, you will not be subject to any margin requirements or financial commitments/liabilities. However, as the value of a limited partnership may fall as well as rise there is a risk that you may lose some or all of your original investment.

Common Contractual Funds

Common contractual funds are a form of “pooled investment” which are specifically designed to be an attractive vehicle for the pooling of pension fund monies. A common contractual fund is an unincorporated body created by contract that is structured to be tax transparent so as to be attractive to pension funds. A pooled investment is one where several investors put different amounts of money into a fund which is then invested in one or more asset classes by a fund manager. The price of the shares in the fund is determined by the value of the assets the fund holds. The liquidity of such funds will be determined by a number of factors including the amount of cash held by the fund, the size of the fund, the liquidity of the underlying assets, the number of investors in the fund etc.

Each fund has a stated investment strategy enabling you to invest according to your investment objectives and risk profile. The level of risk will depend on the underlying investments, regulatory status of the fund, any investment restrictions that may apply, the extent to which the fund leverages its assets and how well diversified the common contractual fund is. The principle of leverage is to increase the fund’s exposure to underlying assets by means of borrowing or other means in the pursuit of higher returns from the amount invested. Leveraging may increase any losses suffered by a fund. Funds investing in emerging markets or smaller companies would be considered to carry much higher risk than those investing in large blue-chip companies.

Common contractual funds tend to perform well in positive conditions for the overall economy and for their specific underlying sectors while the converse is the case when such conditions are negative. Potential investors should be familiar with the nature of the underlying securities in any common contractual fund they plan to invest in. Other than the cost of investing in a common contractual fund, you will not be subject to any margin requirements or financial commitments/liabilities. However, as the value of a common contractual fund may fall as well as rise there is a risk that you may lose some or all of your original investment.

Private Equity Investments/Private Equity Funds

Private equity involves the provision of medium to long term finance, in the form of shares, to an unlisted company. This can also involve investments in venture capital, buy outs and buy ins. Private equity investments can take the form of pure equity or alternatively hybrid equity or subordinated debt.

These tend to be high risk investments and should only be considered by experienced/knowledgeable investors with the appropriate level of net worth. There may be no predefined exit mechanism from a private equity investment and hence investors should be prepared to invest for the medium/long term. As private equity is not tradable on a public market, it may not be possible to determine the value of your investment or to realise the value of your investment when you wish. Private equity is not subject to the same level of regulatory oversight as shares that are listed on a regulated exchange.

Private equity investment gives rise to exposure to a high level of risk arising from a number of factors including regulatory risk, liquidity risk, market risk, currency risk, funding risk, economic conditions risk, interest rate risk, industry specific risk etc. Potential investors should be familiar with any company whose shares they intend to acquire. You will generally be required to commit a certain amount of capital in exchange for a stake in the private equity company or fund. If the company/fund grows profitably then your investment is likely to perform well whereas the opposite is the case if the company/fund performs poorly. Minimum private equity investments tend to be high.

Depending on the individual investment, as well as the cost of making the initial investment, you may be called upon to make further payments as the company/fund seeks to draw down committed capital. As the value of private equity shares may fall as well as rise there is a risk that you may lose some or all of your original investment.

Derivatives

A derivative is an instrument or contract that derives its value from the performance of one or more underlying reference instruments, such as a share, index, commodity, currency rate or interest rate. Derivates can be highly volatile and their prices may fluctuate rapidly over wide ranges. Derivatives usually involve gearing or leverage and are often implemented by placing an initial margin or deposit, or paying an initial premium, which is relatively small relative to the overall value of the contract.

A relatively small movement in the underlying instrument can have a proportionately larger impact on the value of the derivate and the initial funds deposited – this may work against you as well as for you. As the value of a derivate may fall as well as rise there is a risk that you may lose some or all of your original investment. A derivative may also involve a risk that you lose significantly more than your original investment. You may be required to pay substantial funds in addition to the initial funds deposited.

There are different types of derivatives, including options, warrants and contracts for difference.

An option is a contract giving the holder the right, but not the obligation, to buy or sell a futures contract in a given asset at a specified price at a time between now and the expiration of the option contract. Transactions in options carry a high degree of risk. Potential investors should familiarise themselves with the type of option in which they contemplate trading and the associated risks. They should calculate the extent to which the value of the options must increase for the position to become profitable, taking into account the premium and all transaction costs.

A warrant is an instrument which gives the holder the right to acquire or dispose of, or to receive payment in cash in respect of, securities, assets or indices. Warrants often involve a high degree of gearing, so that a relatively small movement in the price of the underlying security results in a disproportionately large movement in the price of the warrant. The prices of warrants can therefore be volatile. You should not buy a warrant unless you are prepared to sustain a total loss of the money you have invested plus any associated costs. A warrant has a limited life and may expire without value if the underlying instrument does not perform as expected.

A contract for difference is an agreement between two parties to exchange the difference between the opening price and closing price of the contract, at the close of the contract, multiplied by the number of shares or FX contracts specified within the contract. A contract for difference has no predetermined settlement date – it is an open-ended contract which requires a collateral deposit to cover potential liabilities. Transactions in contracts for difference carry a high degree of risk. The amount of initial margin is small relative to the overall value of the contract so that transactions are leveraged or geared. A relatively small market movement will have a proportionately larger impact on the funds you have deposited or will have to deposit – this may work against you as well as for you. You may sustain a total loss of initial margin funds and any additional funds deposited to maintain your position. If the market moves against your position or margin levels are increased, you may be called upon to pay substantial additional funds on short notice to maintain your position. If you fail to comply with a request for additional funds within the time prescribed, your position may be liquidated at a loss and you will be liable for the resulting deficit.

RETAIL ORDER EXECUTION POLICY

1. Purpose

This Order Execution Policy (“Policy”) is prepared by Goodbody Stockbrokers UC in accordance with the requirements of the MiFID II Regulations. This Policy sets out how we seek to comply with the regulatory obligation to obtain, on a consistent basis, best execution when executing orders or receiving and transmitting orders on behalf of our clients.

2. What is Best Execution?

When we execute an order on behalf of a client we are obliged to take all sufficient steps to obtain, on a consistent basis, the best possible result taking into account price, costs, speed, likelihood of execution and settlement, size, nature and any other consideration relevant to the execution of the order. Best execution is determined in terms of total consideration which is determined by the price of the financial instrument being traded and the costs of execution.

In addition to our best execution obligations we have an overriding duty to act honestly, fairly and professionally in accordance with the best interests of our clients.

3. Scope and Application

This Policy applies to the execution of all orders for our retail clients. This Policy applies where we execute orders on behalf of a client or use a third party for execution. It also applies when providing the service of portfolio management where we decide to buy or sell a financial instrument on behalf of a client.

This Policy only applies to financial instruments within the scope of the MiFID II Regulations. Those instruments that Goodbody Stockbrokers UC provides to clients include:

(a) Transferable securities such as shares, bonds and exchange traded funds (“ETFs”) that are:

listed for trading on an European Union (“EU”) Regulated Market, a Multilateral Trading Facility (“MTF”) or an Organised Trading Facility (“OTF”) collectively defined as a “trading venue”;

listed for trading on a regulated exchange outside the EU; or

not listed for trading on a regulated market or exchange.

(b) Units in collective investments undertakings.

(d) Financial contracts for differences.

4. Methods of Execution

Goodbody Stockbrokers UC will seek to execute and fill the order by one or more of the following methods:

(a) directly on a trading venue, either as an agent or principal;

(b) on a trading venue through a remote broker link in an agency capacity;

We execute an order by dealing either as principal or agent or sometimes both. In all circumstances, we will always use sufficient steps to obtain the best outcome for our clients.

5. Execution Factors that are Taken into Consideration

For retail clients, the best possible result is determined by the total consideration. This represents the price of the financial instrument and all costs, both explicit and implicit, related to execution incurred by the client comprising execution venue fees, clearing and settlement fees and fees paid to third parties involved in the execution of the order. Other factors, such as speed and likelihood of execution or settlement will be taken into consideration but only insofar as they contribute to obtaining the best possible result in terms of total consideration for the client.

In assessing each of the execution factors that contribute to obtaining the best result we take into account the characteristics of:

(a) the client;

(b) the client order;

(d) the execution venues to which their order can be directed.

6. Third Party

We use third parties to enable us to execute an order where we think this method is more likely to obtain the best possible result for the client. We use a panel of third parties that we select based on their expertise and track record in providing execution services in financial instruments. These entities will also be subject to similar best execution obligations and we will review their performance on an ongoing basis. The panel may be amended at any time arising from any review that we conduct.

7. Specific Client Instructions

Where a client gives us a specific instruction in respect of any order we will follow those instructions as part of our execution procedure except in cases where we deem that the instruction could potentially constitute market abuse or a breach of any other applicable regulation. Where the specific instruction relates to only a part of the order, those aspects of the order that are not covered by the instructions will be processed in accordance with this Policy.

Warning: Clients should be aware that where they provide any specific instructions, this may prevent Goodbody Stockbrokers UC from following the Policy and obtaining the best possible result for the execution of the order in respect of the elements that are covered by the specific instruction.

8. Execution Venues and Executing Entities

When we execute orders for investment instruments we may use one or more of the following types of execution venues and/or executing entities, as appropriate, to execute orders in a way that enables us to meet our obligation to take all sufficient steps in obtaining the best results for our clients on a consistent basis:

(a) Regulated market

(b) MTF

(d) Third party trading on a trading venue

Goodbody Stockbrokers UC is a member of the Irish Stock Exchange (“ISE”) and the London Stock Exchange (“LSE”) both of which are regulated markets. When executing orders for financial instruments that are listed on these exchanges we will generally execute on these venues. In other circumstances, we will use a third party executing entity.

When choosing an execution venue, Goodbody Stockbrokers UC will focus on the cost of that venue, the quality of execution, the reliability of the venue and the availability of liquidity. In setting our commission rates, Goodbody Stockbrokers UC does not discriminate between venues.

A list of the execution venues and executing entities that we may use is available on our website, www.goodbody.ie. Whilst this list will be updated as required, other venues or entities may be used which are appropriate and allow us to meet our best execution obligations. We do not notify clients individually of any changes to these venues or executing entities but we seek to ensure that the list published on our website is up-to-date.

We will publish annually details of the top five execution venues and executing entities in terms of trading volumes for all executed client orders per each class of financial instrument in which we execute orders on behalf of our retail clients in the preceding year, together with information on the quality of execution obtained. This will be published on our website.

The types of execution venues that we may use for each financial instrument type include:

Equities – Transferable Securities that are Listed on a Regulated Market within the EU

Regulated market

MTF

OTF

Third party trading on a trading venue

Equities – Transferable Securities that are Listed on a Regulated Market outside the EU

Third party trading on a trading venue.

Equities – Transferable Securities that are Not Listed on a Regulated Market

Orders in unlisted transferable instruments may be executed in an agency capacity against another client order or executed in a principal capacity. In determining the bid/offer spread, all client orders will be reviewed and other brokers may be contacted who have orders in the same security and then an assessment on how the best possible result will be achieved will be made.

Bonds – Fixed Income Securities

Orders in bonds will be executed on a trading venue. In executing orders in bonds, we seek quotes and place orders with one or more third parties depending on the nature of the order and the instrument.

Units in Collective Investment Undertakings

These securities are generally not listed for trading on a trading venue hence will be traded over-the-counter with a dedicated fund manager.

Money-Markets Instruments

These instruments are generally not listed for trading on a trading venue hence will be traded over-the-counter with a third party.

Financial Contracts for Differences (“CFD”)

Regulated market

MTF

OTF

Third party

CFD provider

The most commonly traded instruments by our CFD clients are equities. We are capable of trading in other contracts of all types offered by our CFD providers. These can include futures contracts on equity indices, contracts on commodities and foreign exchange contracts. This Policy will apply to all such instruments.

9. Third Party Selection

Goodbody Stockbrokers UC conducts due diligence on each third party that we transmit orders to by assessing them under the following criteria:

Commission rates and spreads

The third parties’ own execution policy

Quality of execution

Clearance and settlement skills

Quality of service

Access to execution venues

Creditworthiness and reputation

10. Client Order Handling

In seeking to obtain best execution for our clients we will:

promptly and accurately record and allocate all orders executed on behalf of clients;

carry out comparable client orders sequentially and promptly unless the characteristics of the order or prevailing market conditions make this impracticable or the interests of the client require otherwise;
promptly inform a client if a material difficulty arises that is relevant to the proper execution of the order upon becoming aware of any difficulty.

11. Order Aggregation and Allocation

Goodbody Stockbrokers UC may aggregate your order with other similar orders from other Goodbody Stockbrokers UC clients and/or with orders for our own account. We do this so that we may achieve better pricing for clients through executing the orders in larger or bulkier sizes. We will only carry out a client order in aggregation with another order when we perceive that the aggregation of orders and transactions will work to the advantage of the clients whose orders are aggregated. While we aggregate client orders where we perceive advantage to the client there may be occasions when the outcome of the aggregation may be disadvantageous for a specific individual order.

This Policy will apply to all aggregated orders.

On occasions, the execution of an aggregated order may be only partially filled. In such cases where the aggregated order comprises client orders only it will be allocated to each client on a pro rata basis, according to the size of the order. Where a client’s order is aggregated with an order for our own account the client’s portion will be allocated first.

12. Providing Information To and Seeking Consent from Clients

We issue a copy of this Policy to all our clients. We are required to obtain clients’ prior consent to this Policy. Prior consent to this Policy is deemed to have been received when you place an order with us or continue to avail of our investment services after the 3 January 2018.

13. Monitoring and Review

Goodbody Stockbrokers UC will monitor the effectiveness of this Policy and the execution arrangements to seek to ensure that we provide best execution to our clients on a consistent basis. We do this by selecting a sample of trades to ensure that the Policy has been complied with.

We keep this Policy under continuing review with a formal review undertaken annually. We will update this Policy and the execution arrangements if considered necessary following any review or monitoring programme. Where a material change occurs that impacts on our ability to obtain the best result for our clients we will make the necessary changes. We will notify you of any material changes to this Policy.

PRIVACY STATEMENT/USE OF INFORMATION NOTICE

In order to provide products and services to you, Goodbody Stockbrokers UC and its Associated Companies (collectively and individually, as appropriate, “Goodbody”, “we” or “us”), require certain Personal Data and other information relating to your application and/or your dealings with Goodbody (together called the “Information”).

For the purposes of this Privacy Statement and Use of Information Notice (this “Notice”), “Associated Company” means a Subsidiary, Holding Company, a Subsidiary of a Holding Company or an “associated undertaking” (as defined in section 275 of the Companies Act 2014) of Goodbody Stockbrokers UC, and “Subsidiary” and “Holding Company” have the meanings set out in section 7 and 8 of the Companies Act 2014, respectively. Goodbody is a member of the group of companies headed by AIB Group plc.

Personal Data in this Notice means any information which Goodbody has or obtains or which you provide, such as your name, address and date of birth, from which you can be directly or indirectly personally identified, and includes information such as identification and account numbers and online identifiers. Some of this Personal Data may be sensitive Personal Data, such as data revealing your racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation (“Sensitive Personal Data”).

(A) Use of Information and Lawful Basis of Processing

Goodbody will use your Personal Data:

(1) for the purposes of performing the contract you have entered into with Goodbody, namely:

for the purposes of providing services to you, administering your account(s) and/or setting up and administering your pension scheme (the “Pension”), your life policies, your investment products or policies and any other financial products or policies which you may have with, or which have been arranged through, Goodbody (“Products and Policies”), as the case may be;
to respond to or evaluate any queries, complaints or suggestions in relation to your account(s), Pension, Products and Policies or any specific matter or transaction on or relating to your account(s), Pension, Products and Policies;

(2) for compliance with our legal obligations, including:

anti-money laundering, anti-terrorist financing and fraud prevention purposes, which will include screening you against sanctions lists;
compliance with applicable tax and regulatory reporting obligations;
recording of telephone calls and electronic communications in order to comply with applicable law and regulatory obligations;
where we are ordered to disclose information by a court with appropriate jurisdiction;

(3) where our use is for a legitimate purpose of Goodbody, including:

providing third parties with details relating to your Pension, Products and Policies where your Pension, Products and Policies have been set up through Goodbody with, or you are availing of products or services provided by, those third parties (including your Contract for Difference (“CFD”) provider, broker, and Pension, Products and Policies providers), for the purposes of their arrangements with you;
for group audit, reporting and management purposes;
use of recordings of telephone calls and electronic communications for confirming instructions, and training and quality assurance purposes;
to take advice from our external legal and other advisors;
to undertake market research and statistical analysis.

(4) where you have given us your consent to use and disclose your Information for other purposes. If you do give your consent for us to use your Information for a particular purpose, you have the right at any time to withdraw your consent to our future use of your Information for some or all of those purposes by writing to us at Ballsbridge Park, Ballsbridge, Dublin 4.

We undertake to keep any Information we have or receive private and confidential and shall not use the Information except as outlined in this Notice, nor shall we disclose any Information to any third party, except as outlined above and/or in the following circumstances:

a. where we are required to disclose the Information to the Central Bank of Ireland or any other regulatory body, the revenue authorities, any recognised investment exchange; or

b. the disclosure is necessary to enable us to carry out our obligations under our agreements with you; or

c. where we use Associated Companies and third party product and service providers to assist us in providing services to you; or

d. where we need to share your Personal Data with Associated Companies, our auditors, and our legal and other advisors; or

e. the disclosure is required by law or court or administrative order having force of law; or

f. where we need to provide the Information to third party product and service providers for the purposes of your arrangements with them;

g. the Information is provided to a settlement service provider and other agents of yours or ours where necessary to allow them to carry out their terms of engagement in the context of providing you with the services required.

We will not otherwise share your Information with any third party unless we receive your prior written consent to do so.

We may transfer your Information outside the European Economic Area (“EEA”) where necessary to administer your account(s), Pension, Products or Policies. Occasionally for market research and statistical purposes the services of a reputable external agency may be used and your Information may be disclosed to such agency and used for those purposes.

If you have a CFD account or any other account or arrangement with any other Pension, Products and or Policies providers, your signature on your agreement with us confirms that you agree to us providing the CFD provider or any other Pensions, Products and Policies providers with any/all Information held by us including that contained herein and relating to dealings on your account(s) or arrangement(s).

(B) Sensitive Personal Data

In the course of providing services to you, you may provide and we may collect and process your Sensitive Personal Data.

Any Sensitive Personal Data will only be used and disclosed where necessary, in accordance with this Notice.

You will need to consent expressly to the collection, use and disclosure of your Sensitive Personal Data as set out in this Notice.

If you do not consent to the collection, use and disclosure of your Sensitive Personal Data, we may not be in a position to provide certain services, Pension, Products and Policies and/ or other related services to you, or to arrange these on your behalf, and you will need to make arrangements to provide this Information directly to relevant third parties, which may delay the provision to you of certain products or service.

Where you provide us with personal information relating to other people, such as your spouse, children, partners, directors, officers, employees, advisors or other related persons, you warrant that you will only do so in accordance with applicable data protection laws. You will ensure that before doing so, the individuals in question are made aware of the fact that we will hold information relating to them and that we may use it for any of the purposes set out in this agreement and the relevant terms and conditions, and where necessary you will obtain their consent to our use of their information. We may, where required under applicable law, notify those individuals that you have provided their details to us.

(D) International Transfers of Information

In providing our products and services to you, it may from time to time be necessary for us to transfer Information to countries outside Ireland. This may arise, for example, where you are investing in a company which is located or listed in that other country. We will only transfer your Information where this is necessary for the purposes of Goodbody complying with and performing its contract with you or where we have a legal obligation to do so.

Many of the countries will be within the EEA, or will be ones which the European Commission has approved, and will have data protection laws which are the same as or broadly equivalent to those in Ireland. However, some transfers may be to countries which do not have equivalent protections, and in that case we shall use our reasonable efforts to implement contractual protections for your Information. You should, however, note that this will not always be possible where we are required to transfer the Information in order to comply with and perform our contract with you or where we have a legal obligation to do so.

(E) Retention of Information

We are obliged to retain certain client information to ensure accuracy, to help maintain quality of service and for legal, regulatory, fraud prevention and legitimate business purposes.

We are obliged by law to retain client identification and client transaction records for six years from the end of the client relationship or the date of the transaction respectively.

Other Information will be retained for no longer than is necessary for the purpose for which it was obtained by us or as required or permitted for legal, regulatory, fraud prevention and legitimate business purpose. In general, we hold this information for a period of seven years, unless we are obliged to hold it for a longer period under law or applicable regulations.

We will also retain records of telephone calls and any electronic communications for a period of five years and, where requested by the Central Bank of Ireland, for a period of up to seven years.

(F) Your Rights in relation to Your Personal Data

You may at any time request a copy of your Personal Data from Goodbody. You also have the right to correct any inaccuracies, and in certain circumstances, to request erasure (ie, the right to be forgotten), or restriction on the use of your Information, in each case subject to the restrictions set out in applicable data protection laws.

Where we are relying on our legitimate purpose in order to use and disclose your Information, you are entitled to object to such use of your Information, and if you do so, we will cease to use and process your Information for that purpose unless we can show there are compelling legitimate reasons for us to continue or we need to use the Information for the purposes of legal claims. You may also have the right to data portability in respect of certain of your Information, which means you can request that we provide it to you or your third party nominee.

You also have the right to lodge a complaint with a supervisory authority (ie, the Data Protection Commissioner) about the processing of the Information. If you have any queries or complaints regarding the use of the Information you may contact us in writing at Ballsbridge Park, Ballsbridge, Dublin 4.

You agree to notify us without delay in the event of any change in your personal circumstances, or those of the others mentioned above, to enable us to comply with our obligations to keep information up to date.

Goodbody Wealth Management – Forms

Stock Forms

Crest Transfer Form

This form is used for the sale of certificated Irish and UK stock only.

Irish Stock Transfer Form

This form is used for the transfer of ownership of certificated Irish stock.

UK Stock Transfer Form

This form is used for the transfer of ownership of certificated UK stock.

Irrevocable Stock Power

This stock power form is used to give authorisation from the holder of US or Canadian certificated stocks to a broker to either sell or dematerialise his stock. A stock power, when signed, will supersede any information already entered onto the back of the certificate by the client. Therefore, if any mistakes are made when signing or filling out the back of the certificate, these can be overridden by the use of a stock power.

In order for a stock power form to be valid, the signature must be legible and match exactly the name on the front of the certificate. Thus a client must sign in his/her full name if this is how it appears on the certificate. For example, if an initial ‘J’ appears on the Certificate the signature should also include the ‘J’

Foreign Certificate Validation Form

View/Download the Foreign Certificate Validation form.

Tax Related Forms

W9 form – Request for Taxpayer Identification Number and Certification

Those who are US residents, citizens, born in the US, greencard holders or passport holders will need to fill out this form before opening a sharedealing account with Goodbody Stockbrokers. Supplied in Adobe PDF format.

W9 Form Instructions

Instructions for completing W9 Form.

W-8BEN Form – Certificate of Foreign Status of Beneficial Owner For United States Tax Withholding and Reporting (Individuals)

This form is for persons resident in a country who are not passport holders of that country, excluding US persons. It allows you to avail of lower tax rates on US dividends only.

W-8Ben Form Instructions

Instructions for completing W-8Ben Form.

W-8BEN Form – Certificate of Foreign Status of Beneficial Owner For United States Tax Withholding and Reporting (Individuals)

This form is for entities to establish their status for the purpose of withholding tax and reporting. It also allows the account holder to avail of lower tax rates on US dividends.

W-8Ben-E Form Instructions

Instructions for completing W-8Ben-E Form.

Entity Self-Certification

View/Download the Entity Self-Certification.

Client Assets Key Information Document

Click to View

Goodbody Vantage Funds

Information on Funds

Financial Planning Fees and Commission Arrangements

Click to View

Investment Banking

Conflicts of Interest

Conflicts of Interest Policy Related to the Production of Investment Research Reports

Introduction

This policy sets out the measures adopted by Goodbody Stockbrokers (the “Firm”) to ensure the objectivity and impartiality of its Capital Markets investment research. It has been prepared for information purposes for the Firm’s clients and other interested parties. More detailed internal policies and procedures with which all relevant staff are required to comply support this policy.

Goodbody Stockbrokers, trading as Goodbody, is regulated by the Central Bank of Ireland. Goodbody is a member of the Irish Stock Exchange and the London Stock Exchange. Goodbody is a member of the group of companies headed by AIB Group plc. Registered Office: 9-12 Dawson Street, Dublin 2, D02 YX99. Tel:+353 1 667 0400; Registered In Ireland: Registration No. 54223.

Nature of Investment Research

The Capital Markets Research department provides research coverage on most securities listed on the Irish Stock Exchange, Irish Issuers listed on other markets and other issuers which in the opinion of the Head of Research, are likely to be of significant interest to our clients. The department also provides sectoral coverage relevant to issuers covered by Goodbody Stockbrokers and macroeconomic analysis.

Law and Regulation

Written Institutional Research is prepared for the use of institutional investors and emailed to those clients. Research activities are carried out in accordance with all applicable laws and regulations, and must not be carried out in a manner which the Researcher knows or should know to be likely to put any other person at significant risk of acting in an unlawful manner or in breach of the rules or regulation applicable to that person. Researchers are expected to be aware of the laws and regulations applicable to their work and to seek advice from the Head of Research or the Compliance Department in cases of doubt. Researchers are also expected to act in a manner, which promotes high standards of ethical behaviour and professionalism.

Independence

Goodbody policy is that the views expressed in research pieces must be independent and in particular must not take into account any business relationship or interest which Goodbody Stockbrokers may have or any conflicting personal interests. No person is authorised to put direct or indirect pressure on an Analyst to change his opinions or the manner in which they are expressed or to take action of any type against an Analyst because of the expression of views which do not coincide with Goodbody Stockbrokers.

Analysts are not permitted to hold external positions (i.e. appointment to a board of Directors, as an officer or its equivalent) the nature of which might compromise their independence. All external positions must be approved by Compliance In common with other staff of Goodbody Stockbrokers, Analysts are prohibited from accepting any gift or inducement, which could call into question their integrity or independence. This does not preclude acceptance of reasonable corporate hospitality in common with the Firm’s general policies on gifts and benefits.

Chinese Walls Policies

The Firm has formal policies relating to the maintenance and operation of Chinese Walls procedures. These procedures generally enable research coverage and trading to continue in circumstances where, in the absence of such procedures, insider dealing and market abuse legislation would prevent Goodbody Stockbrokers from trading in or covering the stock. Under no circumstances are Analysts to seek to directly or indirectly obtain unpublished confidential information which is material to a listed company. Research Management has to pre-approve any request by Investment Banking staff to bring an Analyst over the wall to ensure the Analysts activities are managed to avoid actual or potential conflicts with other activities that the Analyst may be involved in.

Management and Supervision Arrangements

The Capital Markets Research department operates as an independently managed department. All Research Analysts, report to the Head of Research. The Head of Research reports into the Head of Capital Markets who in turn reports into the Managing Director. Analysts do not report to, and are not supervised by, personnel in any other department, including Corporate Finance The Head of Research is responsible for allocating coverage of issuers among the research team and for ensuring that appropriate arrangements are in place to clearly identify responsibility for any given piece of research and for ensuring that appropriate arrangements are in place for the preparation, review and issuance of research.

Remuneration of Research Analysts

Similar to all other staff members of the Firm, Analysts remuneration consist of an annual salary together with bonuses based on both the Firm’s profitability and the individual performance. Factors which may be taken into account when determining remuneration include the individuals productivity and performance, the overall quality of their research, feedback and evaluation from the Firm’s institutional clients and sales team and the Firm’s overall performance and profitability. No Analyst is remunerated on the basis of involvement in any particular transaction or for any particular piece of work.

Personal Account Dealing

Research Analysts are not permitted to deal for their own account or that of their immediate family, in any securities of the companies they cover save in limited cases relating to holdings which existed prior to the introduction of Goodbody Stockbrokers Capital Markets Research policy or the date the Analyst commenced coverage of the stock. Analysts holding shares in companies, which they do not cover, are subject to the Firm’s normal staff dealing rules.

Restrictive Activities

Analysts are not permitted to participate in efforts to solicit investment-banking business or attend any company or investment-banking business sponsored road shows, related to a public offering or secondary fundraising. In general, where Goodbody Stockbrokers are acting in connection with an Initial Public Offering or a large secondary offering, research cannot be issued for a set period of time. Researchers will however meet companies including corporate clients separately in the normal performance of their duties.

Discontinuation of Coverage

In the rare event that the Firm discontinues coverage of a stock, (other than a delisting) it will be disclosed in the Firm’s monthly book citing the rationale for such termination.

Disclosures

All Institutional Equity Research publications contain required general and specific disclosures.

MAR and other EU Disclosures

Conflicts of Interest

Goodbody has procedures and policies in place to identify and manage any potential conflicts of interest that arise in connection with its research business. Goodbody analysts and other staff who are involved in the preparation and dissemination of research operate and have a management reporting line that is independent to its business. Information barriers are in place between the Corporate Finance arm and the Research arm to ensure that any confidential and or price sensitive information is handled in an appropriate manner.

Our Investment Research Conflicts of Interest Policy is available at Conflicts of Interest. Investors should be aware, that, where appropriate, research may be disclosed to the issuer(s) in advance of publication, in order to correct factual inaccuracies only and not to materially amend the research in any way. Goodbody is satisfied that it has operational procedures in place, which ensure that such disclosures will not compromise the report’s objectivity.

Goodbody Stockbrokers is a registered market maker in the majority of companies listed on the Irish Stock Exchange and their equivalent on the London Stock Exchange and may hold positions in any of the companies mentioned in this report from time to time. The list of companies for which Goodbody acts as market maker and on which it provides research, is available at Regulatory Disclosures. We would like to inform you that Dudley Shanley holds shares in Dalata Hotel Group, Ryanair and Wizz Air.

Goodbody has provided investment banking services to AIB Group, Bank of America Merrill Lynch, Cairn Homes, CRH, Datalex, FD Technologies, Flutter, Gas Network Ireland, Grafton Group, Greencore, Goldman Sachs, Hammerson, Harworth, HealthBeacon, Hostelworld, ICG, ING Groep NV, JP Morgan, Kerry Group, Kingspan, Lunglife AI, Molten Ventures, Origin Enterprises, Perrigo, Playtech, PTSB, Rank Group, Ryanair, Smurfit, UBS and Wells Fargo in the past 12 months.

Goodbody Stockbrokers UC acts as corporate broker to AIB Group, Cairn Homes, CRH, Datalex, FD Technologies, Grafton Group, Greencore, HealthBeacon, Hostelworld Group, ICG, Kingspan, LungLife AI, Molten Ventures, Origin Enterprises, Playtech, Rank Group and Ryanair.

Other Disclosures

A description of this company is available at Company Descriptions. All prices used in this report are as at close of business of the previous working day unless otherwise indicated.

A summary of our standard valuation methods are available at Valuation Methodologies. A summary of share price recommendations and whether material investment banking services have been provided to these companies is available at Regulatory Disclosures. Other important disclosures are available at Regulatory Disclosures. Goodbody updates its recommendations on a regular basis. A breakdown of all recommendations provided by Goodbody is available at Regulatory Disclosures. Where Goodbody has provided investment banking services to an issuer, details of the proportion of buys, holds and sells attributed to that issuer will also be included. This is updated on a quarterly basis.

The date on which stock recommendations were first released for all stocks mentioned in this report are available at Regulatory Disclosures. If a different recommendation has been made in the previous twelve months, this will also be disclosed here.

Recommendation Definitions

Goodbody uses the terms “Buy”, “Sell” and “Hold. The term “Buy” means that the analyst expects the security to appreciate in excess of 10% over a twelve month period. The term “Sell” means that the security is expected to decline in excess of 10% over the next twelve months. The term “Hold” means that the analyst expects the security to neither appreciate more than 10%, or depreciate more than 10% over the next twelve months.

On 26th November, 2012, the terms “Add” and “Reduce” were removed from the Recommendation Definitions and both were replaced with the “Hold” recommendation. Any Previous Recommendation that refers to either an “Add” means that the analyst expected the security to appreciate by up to 15% over a twelve month period. Any Previous Recommendation to “Reduce” means that the analyst expected the security to decline by up to 15% over the next twelve months.

In the event that a stock is delisted the firm will automatically cease coverage. If however the firm ceases to cover a stock for any other reason the firm will disclose this fact.

UK Companies House Disclosure

Goodbody Stockbrokers UC is an unlimited company registered in Ireland. The firm’s head office is based at 9-12 Dawson Street, Dublin 2, D02 YX99, Ireland. The firm’s issued share capital is €10 million. The firm is not subject to any insolvency or analogous proceedings.

US Client Disclosures

GSI distributes third-party research produced by its affiliate, Goodbody.

GSI is a member of FINRA and SIPC.

GSI does not act as a market-maker.

Goodbody Stockbrokers or GSI holds a proprietary position and/or controls, on a discretionary basis, more than 0.5% of the total issued share capital of ICG and IRES REIT.

An affiliate of GSI may have acted, in the past 12 months, as lead manager/co-lead manager of a publicly disclosed offer of the securities in this company. Investors should be aware that an affiliate of GSI may have provided investment banking or non-investment-banking services to, and received compensation from this company in the past 12 months or may provide such services in the next three months. The term investment banking services includes acting as broker as well as the provision of corporate finance services, such as underwriting and managing or advising on a public offer. All transactions by US persons involving securities of companies discussed in this report are to be effected through GSI.

Research Disclosures

Regulatory Information

Goodbody Stockbrokers UC, trading as Goodbody, is regulated by the Central Bank of Ireland. In the UK, Goodbody is also subject to regulation by the Financial Conduct Authority. Goodbody is a member of Euronext Dublin and the London Stock Exchange. Goodbody is a member of the group of companies headed by AIB Group plc. This publication has been approved by Goodbody. The information has been taken from sources we believe to be reliable, we do not guarantee their accuracy or completeness and any such information may be incomplete or condensed. All opinions and estimates constitute best judgement at the time of publication and are subject to change without notice. The information, tools and material presented in this document are provided to you for information purposes only and are not to be used or considered as an offer or the solicitation of an offer to sell or to buy or subscribe for securities.

Goodbody Stockbrokers is a registered market maker in variety of companies listed on Euronext Dublin and the London Stock Exchange and may hold positions in any of the companies mentioned in this report from time to time. The list of companies for which Goodbody acts as market maker and on which it provides research, is available at Regulatory Disclosures.

Disclaimer for recipients of research reports.

While all reasonable care has been taken in the production and dissemination of this report it is not to be relied upon in substitution for the exercise of independent judgement. Nothing in this report constitutes investment, legal, accounting or tax advice, or a representation that any investment or strategy is suitable or appropriate to your individual circumstances, or otherwise constitutes a personal recommendation to you.

Private customers having access, should not act upon it in anyway but should consult with their independent professional advisors. The price, value and income of certain investments may rise or may be subject to sudden and large falls in value. You may not recover the total amount originally invested. Past performance should not be taken as an indication or guarantee of future performance; neither should simulated performance. The value of securities may be subject to exchange rate fluctuation that may have a positive or adverse effect on the price or income of such securities.

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Any commentary received from the Goodbody Capital Markets Sales team or Specialist Sales Team should be regarded as a marketing communication as described in Article 36 of Commission Delegated Regulation (EU) 2017/565.

Publications received from the Goodbody Capital Markets Sales team or Specialist Sales team do not constitute investment research and should not be regarded as being objective or independent. Such publications are not prepared in accordance with the legal requirements designed to promote the independence of investment research and are not subject to any prohibition upon dealing ahead of their dissemination. Communications from Goodbody Sales or Specialist Sales are not prepared in accordance with conflicts of interest requirements relating to the objective production of investment research.

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Valuation Methodologies

Goodbody Stockbrokers apply a range of valuation methodologies in the production of Equity Research, within which the following are the main methods adopted:

1. Share-based multiples include:

Forward price/earnings (P/E) ratios, based on adjusted earnings.
Forward price/cash-earnings ratios
Price to net asset value (NAV) per share and
Dividend yields.

2. Enterprise-based valuation multiples include:

Forward earnings before depreciation, interest, tax, depreciation or amortisation (EBITDA) ratios;
forward operating cash-flow ratios
Enterprise value (EV)/sales ratios; and
EV/invested capital ratios.

3. Cyclical consideration

In the case of average earnings multiples, consideration is given to the stage of the relevant industry cycle, as it may not be appropriate to apply average multiples towards the peak or trough of a cycle. In such cases, earnings multiples prevailing at the corresponding stages of previous cycles may be used.

4. Asset based valuations

In the case of asset-based valuations, reported tangible net assets generally provide a floor to a company’s valuation. However, in many cases, company financial statements can understate the underlying economic value of a company’s assets and a ratio such as return on invested capital to weighted average cost of capital (ROIC/WACC) may provide a more appropriate indicator of the book value multiple.

5. Company comparisons

The ratings of similar companies (peer groups) may be taken into account as a proxy for the average ratings for particular industry sectors. Such ratings are commonly used in analysts’ sum-of-the-parts (SOTP) valuations.

6. Cashflow based valuation

In discounted cash-flow (DCF) models a company’s forecast future free cash-flows are discounted by its weighted WACC. However, due to the inherent uncertainties involved in forecasting long-term cash-flows, analysts tend to adopt a range of both WACC and terminal values within the DCF models, producing a range of alternative valuations.

7.Other valuation techniques

In some instances, other valuation metrics may be used. For instance, for airlines metrics per passenger and / or available seat kilometre flown may be used for inter-company and valuation purposes.

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