SPH Notice - J.P. Morgan Chase & Co. and its affiliates
100080615/3821103.1
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
Note: This form must be completed in accordance with the instructions at the end of the
form.
To New Zealand Stock Exchange
and
To
A2 MILK CO LTD
Relevant event being disclosed: Disclosure of movement of 1% or more in
substantial holding
Date of relevant event: 02 June 2026
Date this disclosure made: 04 June 2026
Date last disclosure made: 11 May 2026
Substantial product holder(s) giving disclosure
Full name(s): J.P. Morgan Chase & Co. and its affiliates
Summary of substantial holding
Class of quoted voting products: Ordinary Shares
Summary for
J.P. MORGAN SECURITIES AUSTRALIA LIMITED,J.P. MORGAN INVESTMENT
MANAGEMENT INC.,J.P. MORGAN SE,J.P. MORGAN SECURITIES LLC,J.P. MORGAN SECURITIES
PLC,JPMORGAN ASSET MANAGEMENT (UK) LIMITED
For this disclosure,—
(a) total number held in class: 45,159,220
(b) total in class: 725,426,194
(c) total percentage held in class: 6.23%
For last disclosure,—
(a) total number held in class:
37,272,304
(b) total in class:
725,426,194
(c) total percentage held in class: 5.14%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: Refer to Appendix
attached
100080615/3821103.1
Details after relevant event
Details for J.P. MORGAN SECURITIES AUSTRALIA LIMITED,J.P. MORGAN
INVESTMENT MANAGEMENT INC.,J.P. MORGAN SE,J.P. MORGAN SECURITIES
LLC,J.P. MORGAN SECURITIES PLC,JPMORGAN ASSET MANAGEMENT (UK)
LIMITED
Nature of relevant interest(s): Please refer to table below
For that relevant interest,—
(a) number held in class: 45,159,220
(b) percentage held in class: 6.23%
(c) current registered holder(s): Please refer to table below
(d) registered holder(s) once transfers are registered: Unknown
Legal entity Nature of relevant interest(s)
Number held in
class
Percentage
held in class
Current registered holder(s)
J.P. MORGAN INVESTMENT
MANAGEMENT INC.
In its capacity as investment manager
or in various other related capacities
1,741,624
0.24%
BNP Paribas (Sydney
Branch)
J.P. MORGAN INVESTMENT
MANAGEMENT INC.
In its capacity as investment manager
or in various other related capacities
23,938
0.003%
Brown Brothers Harriman
Trustee Services (Ireland )
Limited
J.P. MORGAN SE
In its capacity as investment manager
or in various other related capacities
25,000
0.003%
Not Available
J.P. MORGAN SECURITIES
AUSTRALIA LIMITED
Holder of securities subject to an
obligation to return under a securities
lending agreement
815,000
0.11%
Ecapital Nominees Pty Ltd
J.P. MORGAN SECURITIES
AUSTRALIA LIMITED
Purchase and sales of securities in its
capacity as Principal/Proprietary
16,233,362
2.24%
Ecapital Nominees Pty Ltd
J.P. MORGAN SECURITIES
LLC
Re-hypothecation of client securities
under a Prime Brokerage Agreement
1,361,286
0.19%
Citibank NZ
J.P. MORGAN SECURITIES
LLC
Holder of securities subject to an
obligation to return under a securities
lending agreement
9,356,315
1.29%
Citibank NZ
J.P. MORGAN SECURITIES
PLC
Re-hypothecation of client securities
under a Prime Brokerage Agreement
3,885,300
0.54%
Citibank NZ
J.P. MORGAN SECURITIES
PLC
Holder of securities subject to an
obligation to return under a securities
lending agreement
10,122,360
1.40%
JPM Nominees Australia
Pty Limited
100080615/3821103.1
J.P. MORGAN SECURITIES
PLC
Purchase and sales of securities in its
capacity as Principal/Proprietary
174,287
0.02%
JPM Nominees Australia
Pty Limited
JPMORGAN ASSET
MANAGEMENT (UK)
LIMITED
In its capacity as investment manager
or in various other related capacities
1,020,247
0.14%
BNP Paribas (Sydney
Branch)
JPMORGAN ASSET
MANAGEMENT (UK)
LIMITED
In its capacity as investment manager
or in various other related capacities
400,501
0.06%
Citibank, N.A., Hong Kong
Branch
For a derivative relevant interest, also—
(a) type of derivative:
Equity Swap
(b) details of derivative:
(1) Long 8,758,905 cash-settled Equity Swap (1.21% long held in class) maturing on 26 November 2026
(2) Long 6,966,651 cash-settled Equity Swap (0.96% long held in class) maturing on 13 November 2026
(3) Long 7,914 cash-settled Equity Swap (0.001% long held in class) maturing on 15 June 2027
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: N/A
Additional information
Address(es) of substantial product holder(s):
Name Address
JPMorgan Chase & Co. 270 Park Avenue, New York, New York, NY, 10017, United States
J.P. MORGAN SECURITIES AUSTRALIA LIMITED LEVEL 18, 83-85 CASTLEREAGH STREET, SYDNEY, NSW 2000, Australia
J.P. MORGAN INVESTMENT MANAGEMENT INC. 270 Park Avenue, New York, New York, NY, 10017, United States
J.P. MORGAN SE TaunusTurm, Taunustor 1, Frankfurt am Main, Frankfurt, 60310, Germany
J.P. MORGAN SECURITIES LLC 270 Park Avenue, New York, New York, NY, 10017, United States
J.P. MORGAN SECURITIES PLC 25 Bank Street, Canary Wharf, London, E14 5JP, England
JPMORGAN ASSET MANAGEMENT (UK) LIMITED 60 Victoria Embankment, London, EC4Y0JP, England
Contact details: APAC_Compliance_DOI_India@jpmorgan.com
100080615/3821103.1
Nature of connection between substantial product holders:
Substantial security holders Nature of association
J.P. MORGAN SECURITIES AUSTRALIA LIMITED
Subsidiary of JPMorgan Chase & Co.
J.P. MORGAN INVESTMENT MANAGEMENT INC.
Subsidiary of JPMorgan Chase & Co.
J.P. MORGAN SE
Subsidiary of JPMorgan Chase & Co.
J.P. MORGAN SECURITIES LLC
Subsidiary of JPMorgan Chase & Co.
J.P. MORGAN SECURITIES PLC
Subsidiary of JPMorgan Chase & Co.
JPMORGAN ASSET MANAGEMENT (UK) LIMITED
Subsidiary of JPMorgan Chase & Co.
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: N/A
Certification
I,
Vasim Pathan, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.
TRADES FOR RELEVANT PERIODAppendix
Transaction DateEntity
Product TypeType of TransactionQuantityPrice (NZD)Consideration (in NZD)
Balance at start of relevant period37,272,304
8-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquitySell(4,381)
7.94
34,794.67$
8-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquityBuy4,381
7.94
34,794.67$
8-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquitySell(1,257)
7.89
9,921.22$
8-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquitySell(60)
7.88
472.89$
8-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquityBorrow415,342
-
-$
8-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquityBorrow438,337
-
-$
8-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquityAdjustment(5,832)
-
-$
8-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
OTC - Equity SWAPBuy12,492
7.94
99,235.20$
11-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquitySell(20,802)
7.95
165,326.01$
11-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquitySell(4,381)
7.91
34,658.46$
11-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(2)
7.90
15.80$
11-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(11,405)
7.95
90,655.11$
11-May-26J.P. MORGAN SECURITIES PLC
EquityBorrow Return(821,071)
-
-$
11-May-26J.P. MORGAN SECURITIES PLC
EquityBorrow Return(350,000)
-
-$
11-May-26J.P. MORGAN SECURITIES PLC
EquityBorrow Return(222,966)
-
-$
11-May-26J.P. MORGAN SECURITIES PLC
EquityBorrow Return(289,998)
-
-$
11-May-26J.P. MORGAN SECURITIES PLC
EquityBorrow Return(242,553)
-
-$
11-May-26J.P. MORGAN SECURITIES PLC
EquityBorrow Return(107,501)
-
-$
11-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBorrow410,000
-
-$
11-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBorrow Return(410,000)
-
-$
11-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBorrow Return(1,000)
-
-$
11-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBorrow Return(415,342)
-
-$
11-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBorrow Return(20,000)
-
-$
11-May-26J.P. MORGAN SECURITIES LLC
EquityBorrow3,000,000
-
-$
11-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(94)
7.96
748.40$
11-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(546)
7.96
4,347.10$
11-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(4,118)
7.93
32,668.45$
11-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(2,401)
7.93
19,047.34$
11-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(5,429)
7.93
43,068.72$
11-May-26J.P. MORGAN INVESTMENT MANAGEMENT INC.EquitySell(256)
8.05
2,060.80$
12-May-26
J.P. MORGAN SECURITIES PLCEquity
Buy
114
7.70
877.80$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(12,775)
7.75
98,994.82$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy12,775
7.75
98,994.82$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(2,113)
7.75
16,373.86$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(10,679)
7.75
82,752.69$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(24)
7.75
185.98$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy4,215
7.76
32,701.83$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(21,377)
7.75
165,680.57$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(44)
7.87
346.31$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(389)
7.75
3,014.40$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy389
7.75
3,014.40$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(207)
7.93
1,641.84$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy18
7.75
139.48$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(18)
7.75
139.48$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy8,371
7.76
64,963.48$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy176,659
7.70
1,360,032.70$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy41,896
7.67
321,358.46$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy94
7.87
740.19$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy94
7.76
729.49$
12-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy14,410
7.88
113,519.78$
13-May-26J.P. MORGAN SECURITIES PLCEquitySell(157)
7.77
1,219.89$
13-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(55,389)
7.74
428,890.89$
13-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(144)
7.77
1,119.58$
13-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(191)
7.76
1,482.83$
13-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy55,358
7.74
428,418.77$
13-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(143)
7.74
1,106.69$
13-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy143
7.74
1,106.69$
13-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(10,359)
7.75
80,308.47$
13-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(82)
7.80
639.67$
13-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy88
7.76
683.09$
13-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(87)
7.80
678.67$
13-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy49
7.76
380.34$
13-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy2,655
7.79
20,676.71$
13-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(7,063)
7.75
54,756.13$
13-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(14,410)
7.75
111,713.97$
13-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(2,655)
7.75
20,582.97$
13-May-26J.P. MORGAN INVESTMENT MANAGEMENT INC.EquitySell(256)
7.77
1,989.12$
14-May-26J.P. MORGAN SECURITIES PLCEquityBuy24
7.48
179.52$
14-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy60
7.73
463.85$
14-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(60)
7.73
463.85$
14-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(67,124)
7.46
501,011.85$
14-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(1)
7.45
7.45$
14-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(1)
7.45
7.45$
14-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy217,931
7.48
1,630,725.05$
14-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy108,651
7.48
812,933.56$
14-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(16,698)
7.45
124,367.53$
14-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(125)
7.45
931.01$
14-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(17)
7.45
126.62$
14-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(88)
7.45
655.43$
14-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(9,181)
7.45
68,380.65$
14-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(158)
7.45
1,176.79$
14-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(11)
7.45
81.93$
14-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(49)
7.45
364.96$
14-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy6,620
7.43
49,171.47$
15-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(73)
7.50
547.86$
15-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy73
7.50
547.86$
15-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(5,799)
7.50
43,521.26$
15-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy5,799
7.50
43,521.26$
15-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(6,510)
7.50
48,857.28$
15-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy16,882
7.52
126,961.97$
15-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy18,231
7.51
136,930.27$
15-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(156)
7.58
1,183.19$
15-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy69,319
7.51
520,508.68$
15-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(2,609)
7.59
19,811.06$
15-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy3,739
7.51
28,075.74$
15-May-26J.P. MORGAN INVESTMENT MANAGEMENT INC.EquitySell(256)
7.50
1,920.00$
18-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(18,231)
7.48
136,353.53$
18-May-26J.P. MORGAN SECURITIES PLCEquityBuy19
7.12
135.28$
18-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy7,049
7.09
49,968.82$
18-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(7,049)
7.09
49,968.82$
18-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy14
7.09
99.24$
18-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(14)
7.09
99.24$
18-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy13,207
7.10
93,784.39$
18-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy7,699
7.09
54,572.66$
18-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy584
7.10
4,146.97$
18-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(205)
7.05
1,445.64$
18-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(20)
7.48
149.58$
18-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(511)
7.48
3,821.88$
18-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(3,052)
7.13
21,767.52$
18-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy897
7.10
6,371.67$
1/3
TRADES FOR RELEVANT PERIODAppendix
18-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
OTC - Equity SWAPSell(8,702)
7.11
61,868.55$
19-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquityBuy18,231
7.08
129,002.54$
19-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquityBuy52,772
7.16
377,944.57$
19-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquityBuy21,191
7.15
151,497.06$
19-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquityBuy19,873
7.15
142,073.53$
19-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquitySell(19,873)
7.15
142,073.53$
19-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquityBuy419
7.15
2,995.46$
19-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquitySell(419)
7.15
2,995.46$
19-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquityBuy5,263
7.15
37,625.57$
19-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquitySell(5,263)
7.15
37,625.57$
19-May-26J.P. MORGAN SECURITIES PLC
EquityBorrow Return(25,839)
-
-$
19-May-26J.P. MORGAN SECURITIES PLC
EquityBorrow Return(19,900)
-
-$
19-May-26J.P. MORGAN SECURITIES PLC
EquityBorrow36,124
-
-$
19-May-26J.P. MORGAN SECURITIES PLC
EquityBorrow44,721
-
-$
19-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy15,885
7.16
113,740.62$
19-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy101,942
7.15
729,195.55$
19-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(2,537)
7.19
18,231.75$
19-May-26J.P. MORGAN INVESTMENT MANAGEMENT INC.EquitySell(4,030)
7.15
28,810.76$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy251
7.16
1,798.06$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy3,419
7.14
24,412.70$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy769
7.15
5,499.38$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy1,873
6.90
12,927.58$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(210)
7.05
1,481.33$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy9
6.97
62.72$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy2
6.87
13.74$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(2)
6.87
13.74$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(2,253)
6.87
15,480.84$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy2,253
6.87
15,480.84$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy24
6.87
164.91$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(2,260)
7.15
16,162.21$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(158)
7.15
1,129.92$
20-May-26J.P. MORGAN SECURITIES PLC
EquityBorrow51,343
-
-$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBorrow Return(405,000)
-
-$
20-May-26
J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquity
Borrow Return
(438,337)
-
-$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBorrow815,000
-
-$
20-May-26J.P. MORGAN SECURITIES LLCEquityBorrow1,000,000
-
-$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy3,008
6.98
20,996.23$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy1
6.98
6.98$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy1
6.98
6.98$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(16,750)
7.00
117,273.85$
20-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy1,300
7.05
9,170.02$
20-May-26J.P. MORGAN INVESTMENT MANAGEMENT INC.EquitySell(1,280)
6.85
8,768.00$
20-May-26J.P. MORGAN INVESTMENT MANAGEMENT INC.EquitySell(459)
6.85
3,144.15$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy39,265
6.83
268,076.68$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(39,265)
6.83
268,076.68$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy8,086
6.87
55,550.72$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy3,575
6.93
24,759.36$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy5,519
6.86
37,865.24$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy35,494
6.85
243,086.69$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy34,517
6.83
235,660.33$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(222)
6.89
1,528.89$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy4,026
6.83
27,486.99$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(1,676)
6.83
11,442.67$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy1,676
6.83
11,442.67$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(185)
6.86
1,269.82$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(3,329)
6.86
22,849.86$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(6,046)
6.86
41,499.02$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(4,700)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(91,818)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(38,573)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(40,886)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(1,591)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(11,205)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(5,900)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(127,708)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(13,000)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(8,400)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(11,566)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(25,566)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(165,306)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(8,331)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(20,000)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(35,000)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(60,000)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(18,200)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(14,124)
-
-$
21-May-26J.P. MORGAN SECURITIES PLC
EquityBorrow Return
(9,122)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(3,842)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(25,000)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(100,000)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(50,000)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(88,000)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(19,000)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(70,938)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(5,000)
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow108,000
-
-$
21-May-26J.P. MORGAN SECURITIES PLCEquityBorrow92,000
-
-$
21-May-26J.P. MORGAN SECURITIES LLCEquityBorrow211,000
-
-$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(173)
6.87
1,188.29$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(94)
6.87
645.66$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(1,958)
6.87
13,449.01$
21-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(4,367)
6.89
30,067.94$
21-May-26J.P. MORGAN INVESTMENT MANAGEMENT INC.EquitySell(102)
6.89
702.78$
22-May-26J.P. MORGAN SECURITIES PLCEquityBuy33
6.91
228.03$
22-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy2
6.90
13.79$
22-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(2)
6.90
13.79$
22-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(391)
6.90
2,695.95$
22-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy391
6.90
2,695.95$
22-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy39,767
6.90
274,312.68$
22-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy2,513
6.89
17,311.29$
22-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(24)
6.96
166.94$
22-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(283)
6.99
1,978.39$
22-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(1,050)
6.99
7,340.30$
22-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(304)
6.99
2,125.19$
22-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy304
6.87
2,088.45$
25-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(100)
6.75
675.49$
25-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy100
6.75
675.49$
25-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy28,993
6.81
197,394.78$
25-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(6,476)
6.91
44,773.06$
25-May-26J.P. MORGAN SECURITIES PLCEquityBorrow37,127
-
-$
25-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(73,129)
-
-$
25-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(152,271)
-
-$
25-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy283
6.91
1,956.19$
2/3
TRADES FOR RELEVANT PERIODAppendix
25-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
OTC - Equity SWAPBuy597
6.86
4,098.25$
25-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
OTC - Equity SWAPSell(11,641)
6.87
79,924.15$
26-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
EquitySell(2,673)
6.79
18,153.39$
26-May-26J.P. MORGAN SECURITIES PLC
EquityBorrow700,000
-
-$
26-May-26J.P. MORGAN SECURITIES PLC
EquityBorrow Return(8,823)
-
-$
26-May-26J.P. MORGAN SECURITIES PLC
EquityBorrow100,000
-
-$
26-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
OTC - Equity SWAPSell(27,859)
6.79
189,106.99$
26-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
OTC - Equity SWAPSell(1,300)
6.79
8,824.40$
26-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
OTC - Equity SWAPSell(597)
6.79
4,052.44$
26-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
OTC - Equity SWAPSell(4,084)
6.79
27,722.21$
26-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITED
OTC - Equity SWAPBuy6,410
6.83
43,768.60$
26-May-26J.P. MORGAN INVESTMENT MANAGEMENT INC.
EquityBuy293
6.76
1,980.68$
26-May-26J.P. MORGAN INVESTMENT MANAGEMENT INC.
EquitySell(255)
6.76
1,723.80$
27-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy3,271
6.76
22,104.93$
27-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(3,271)
6.76
22,104.93$
27-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy23,610
6.76
159,687.39$
27-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(447)
6.76
3,020.76$
27-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(320)
6.76
2,164.45$
27-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy320
6.76
2,164.45$
27-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(2,101)
6.72
14,116.59$
28-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(1,753)
6.55
11,488.23$
28-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy1,753
6.55
11,488.23$
28-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(8,684)
6.75
58,587.22$
28-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy15,833
6.64
105,098.61$
28-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(320)
6.72
2,149.13$
28-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(5,403)
6.75
36,451.72$
28-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy1,884
6.64
12,506.60$
29-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy5
6.39
31.97$
29-May-26J.P. MORGAN SECURITIES PLC
EquityBuy122
6.55
799.10$
29-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy739
6.51
4,814.12$
29-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy176
6.44
1,133.86$
29-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(18,352)
6.44
118,230.72$
29-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(19,170)
6.44
123,500.60$
29-May-26
J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquity
Buy
19,170
6.44
123,500.60$
29-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy1,435
6.44
9,244.83$
29-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(1,435)
6.44
9,244.83$
29-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy19,317
6.46
124,846.05$
29-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(2,361)
6.50
15,356.94$
29-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(130)
6.52
847.65$
29-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(6)
6.52
39.12$
29-May-26J.P. MORGAN SECURITIES PLCEquityBorrow Return(4,192)
-
-$
29-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(15,954)
6.48
103,432.25$
29-May-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(225)
6.48
1,458.71$
1-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(897)
6.48
5,812.54$
1-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy897
6.48
5,812.54$
1-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy897
6.48
5,812.54$
1-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(897)
6.48
5,812.54$
1-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy31
6.15
190.59$
1-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy136
6.14
835.33$
1-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy274
6.10
1,670.99$
1-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(6,336)
6.17
39,103.42$
1-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy165
6.36
1,049.29$
1-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy11,388
6.28
71,567.74$
1-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy1,433
6.42
9,199.35$
1-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(1,433)
6.42
9,199.35$
1-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy1,400
6.41
8,969.76$
1-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(3,648)
6.35
23,160.46$
1-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy15,954
6.05
96,442.31$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy32
6.58
210.56$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(32)
6.58
210.56$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(1,773)
6.53
11,580.53$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy1,773
6.53
11,580.53$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(543)
6.53
3,543.37$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(543)
6.53
3,543.37$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy543
6.53
3,543.37$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(479)
6.51
3,119.93$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy479
6.51
3,119.93$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(25,554)
6.58
168,110.11$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy4,620
6.58
30,399.94$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy455
6.53
2,973.27$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(1,822)
6.51
11,867.46$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy1,010
6.54
6,603.24$
2-Jun-26J.P. MORGAN SECURITIES PLCEquityBorrow237,000
-
-$
2-Jun-26J.P. MORGAN SECURITIES PLCEquityBorrow500,000
-
-$
2-Jun-26J.P. MORGAN SECURITIES PLCEquityShares available for rehypothecation3,762,322
-
-$
2-Jun-26J.P. MORGAN SECURITIES LLCEquityShares available for rehypothecation42,274
-
-$
2-Jun-26J.P. MORGAN SECURITIES LLC
Equity - Depository ReceiptShares recalled from rehypothecation(213)
-
-$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityAdjustment113
-
-$
2-Jun-26J.P. MORGAN SECURITIES LLCEquityBorrow180,000
-
-$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy2,248
6.55
14,723.90$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPSell(6,852)
6.46
44,275.19$
2-Jun-26J.P. MORGAN SECURITIES AUSTRALIA LIMITEDOTC - Equity SWAPBuy6,852
6.54
44,821.38$
2-Jun-26J.P. MORGAN INVESTMENT MANAGEMENT INC.EquitySell(510)
6.70
3,417.00$
2-Jun-26J.P. MORGAN SEEquityAdjustment25,000
-
-$
Balance at end of relevant period45,159,220
3/3
208766-4-9-v15.0 70-40648125
GLOBAL MASTER SECURITIES LENDING
AGREEMENT (SECURITY INTEREST OVER
COLLATERAL – 2018 VERSION)
Docusign Envelope ID: 83A036F8-8003-4204-9D56-1AC1B8780AAE
Copyright © 2018
International Securities Lending Association
208766-4-9-v15.0 70-40648125
CONTENTS
Paragraph Page
1.APPLICABILITY ............................................................................................................. 1
2.INTERPRETATION ......................................................................................................... 1
3.LOANS OF SECURITIES ................................................................................................ 7
4.DELIVERY ....................................................................................................................... 7
5.COLLATERAL ................................................................................................................. 8
6.DISTRIBUTIONS AND CORPORATE ACTIONS ...................................................... 10
7.RATES APPLICABLE TO LOANED SECURITIES .................................................... 10
8.DELIVERY OF EQUIVALENT SECURITIES ............................................................. 11
9.FAILURE TO DELIVER ................................................................................................ 12
10.EVENTS OF DEFAULT ................................................................................................ 12
11.CONSEQUENCES OF AN EVENT OF DEFAULT ..................................................... 14
12.TAXES ............................................................................................................................ 17
13.LENDER'S WARRANTIES ........................................................................................... 18
14.BORROWER'S WARRANTIES .................................................................................... 19
15.INTEREST ON OUTSTANDING PAYMENTS ........................................................... 20
16.TERMINATION OF THIS AGREEMENT.................................................................... 20
17.SINGLE AGREEMENT ................................................................................................. 20
18.SEVERANCE ................................................................................................................. 21
19.SPECIFIC PERFORMANCE ......................................................................................... 21
20.NOTICES ........................................................................................................................ 21
21.ASSIGNMENT ............................................................................................................... 22
22.NON-WAIVER ............................................................................................................... 22
23.GOVERNING LAW AND JURISDICTION ................................................................. 22
24.TIME ............................................................................................................................... 22
25.RECORDING .................................................................................................................. 22
26.WAIVER OF IMMUNITY ............................................................................................. 22
27.EXPENSES ..................................................................................................................... 23
28.MISCELLANEOUS ........................................................................................................ 23
SCHEDULE ............................................................................................................................. 26
AGENCY ANNEX .................................................................................................................. 29
Docusign Envelope ID: 83A036F8-8003-4204-9D56-1AC1B8780AAE
Copyright © 2018
International Securities Lending Association
208766-4-9-v15.0
-1 -
70-40648125
AGREEMENT DATED 13 MARCH 2026
BETWEEN:
(1)THE NORTHERN TRUST COMPANY (Lender) a company incorporated under the
laws of England and Wales acting through one or more Designated Offices; and
(2)J.P. MORGAN SECURITIES PLC (Borrower) a company incorporated under the
laws of England and Wales acting through one or more Desgnated Offices.
1.APPLICABILITY
1.1 Fr
om time to time Lender, acting through one or more Designated Offices, will enter
into transactions in which it will transfer to Borrower, acting through one or more
Designated Offices, securities and financial instruments (Securities) with a
simultaneous agreement by Borrower to transfer to Lender Securities equivalent to such
Securities on a fixed date or on demand and on the basis that the obligations of Borrower
will be secured pursuant to the Security Agreement and the Control Agreement (each
as herein defined).
1.2 Each such transaction shall be referred to in this Agreement as a Loan and shall be
governed by the terms of this Agreement, including the supplemental terms and
conditions contained in the Schedule and any Addenda or Annexes attached hereto
which are applicable as provided for herein. In the event of any inconsistency between
the provisions of an Addendum or Annex and this Agreement, the provisions of such
Addendum or Annex shall prevail unless the Parties otherwise agree. In the event of
any inconsistency between the provisions of the Security Agreement and this
Agreement, the provisions of the Security Agreement shall prevail unless the Parties
otherwise agree.
1.3 Either Party may perform its obligations under this Agreement either directly or through
a Nominee.
1.4 If the Schedule specifies that Lender will act as agent of one or more persons identified
therein as Principals, the supplemental terms and conditions contained in the annex
attached hereto designated "Agency Annex" (Agency Annex) shall be included in, and
apply to, this Agreement.
2.INTERPRETATION
2.1 In this Agreement:
Act of Insolvency means in relation to either Party:
(a)its making a general assignment for the benefit of, or entering into a
reorganisation, arrangement, or composition with creditors; or
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(b)its stating in writing that it is unable to pay its debts as they become due; or
(c)its seeking, consenting to or acquiescing in the appointment of any trustee,
administrator, receiver or liquidator or analogous officer of it or any material
part of its property; or
(d)the presentation or filing of a petition in respect of it (other than by the other
Party to this Agreement in respect of any obligation under this Agreement) in
any court or before any agency alleging or for the bankruptcy, winding-up or
insolvency of such Party (or any analogous proceeding) or seeking any
reorganisation, arrangement, composition, re-adjustment, administration,
liquidation, dissolution or similar relief under any present or future statute, law
or regulation, such petition not having been stayed or dismissed within 30 days
of its filing (except in the case of a petition for winding-up or any analogous
proceeding in respect of which no such 30 day period shall apply); or
(e)the appointment of a receiver, administrator, liquidator or trustee or analogous
officer of such Party over all or any material part of such Party's property; or
(f)the convening of any meeting of its creditors for the purpose of considering a
voluntary arrangement as referred to in Section 3 of the Insolvency Act 1986
(or any analogous proceeding);
Applicable Law means the laws, rules and regulations (including double taxation
conventions) of any relevant jurisdiction, including published practice of any
government or other taxing authority in connection with such laws, rules and
regulations;
Base Currency means the currency indicated in paragraph 3 of the Schedule;
Business Day means:
(a)in relation to Delivery of any Securities, a day other than a Saturday or a Sunday
on which banks and securities markets are open for business generally in the
place(s) where the relevant Securities are to be delivered;
(b)in relation to any payments under this Agreement, a day other than a Saturday
or a Sunday on which banks are open for business generally in the principal
financial centre of the country of which the currency in which the payment is
denominated is the official currency and, if different, in the place where any
account designated by the Parties for the making or receipt of the payment is
situated (or, in the case of a payment in euro, a day on which TARGET operates);
(
c)in relation to a notice or other communication served under this Agreement, any
day other than a Saturday or a Sunday on which banks are open for business
generally in the place designated for delivery in accordance with paragraph 4 of
the Schedule; and
(d)in relation to paragraph 5.4(a) and in any other case, a day other than a Saturday
or a Sunday on which banks are open for business generally in each place stated
in paragraph 4 of the Schedule;
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Buy-in means any arrangement under which, in the event of a seller or transferor failing
to deliver securities to the buyer or transferee, the buyer or transferee of such securities
is entitled under the terms of such arrangement to buy or otherwise acquire securities
equivalent to such securities and to recover the cost of so doing from the seller or
transferor;
Cash means money in any currency credited to an account or similar claims for the
payment or repayment of money;
Cash Collateral means Collateral taking the form of Cash;
Close of Business means the time at which the relevant banks, securities settlement
systems or depositaries close in the business centre in which payment is to be made or
Securities or Collateral are to be delivered or in the place designated for delivery in
accordance with paragraph 4 of the Schedule (as applicable);
Collateral means such securities, financial instruments or Cash as are referred to in the
table set out under paragraph 1 of the Schedule as being acceptable, from time to time,
or any combination thereof as agreed between the Parties;
Control Agreement has the meaning given in the Security Agreement;
Custodian has the meaning given in the Security Agreement;
Defaulting Party has the meaning given in paragraph 10;
Delivery in relation to any Securities, Equivalent Securities or Collateral comprising
Securities means:
(a) the crediting of such Securities (i) in the case of Collateral to be delivered by
Borrower, to the relevant Secured Account of Borrower, (ii) in the case of
Collateral to be delivered by Lender, to an account of Borrower or (iii) in any
other case, to an account of Borrower or Lender, as the case may be, or as it
shall direct, or
(b) by such other means as may be agreed,
and deliver shall be construed accordingly;
Designated Office means the branch or office of a Party which is specified as such in
paragraph 7 of the Schedule or such other branch or office as may be agreed to in
writing by the Parties;
Equivalent or equivalent to in relation to any Loaned Securities provided under this
Agreement means Securities or other property, of an identical type, nominal value,
description and amount to particular Loaned Securities so provided. If and to the extent
that such Loaned Securities consists of Securities that are partly paid or have been
converted, subdivided, consolidated, made the subject of a takeover, rights of pre-
emption, rights to receive securities or a certificate which may at a future date be
exchanged for Securities, the expression shall include such Securities or other assets to
which Lender is entitled following the occurrence of the relevant event, and, if
appropriate, the giving of the relevant notice in accordance with paragraph 6.4 and
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provided that Lender has paid to Borrower all and any sums due in respect thereof. In
the event that such Loaned Securities have been redeemed, are partly paid, are the
subject of a capitalisation issue or are subject to an event similar to any of the foregoing
events described in this paragraph, the expression shall have the following meanings:
(a) in the case of redemption, a sum of money equivalent to the proceeds of the
redemption;
(b) in the case of a call on partly-paid Securities, Securities equivalent to the
relevant Loaned Securities, provided that Lender shall have paid Borrower an
amount of money equal to the sum due in respect of the call;
(c) in the case of a capitalisation issue, Securities equivalent to the relevant Loaned
Securities together with the securities allotted by way of bonus thereon;
(d) in the case of any event similar to any of the foregoing events described in this
paragraph, Securities equivalent to the Loaned Securities together with or
replaced by a sum of money or Securities or other property equivalent to that
received in respect of such Loaned Securities resulting from such event;
Income means any interest, dividends or other distributions of any kind whatsoever
with respect to any Securities;
Income Record Date, with respect to any Securities and an Income payment in respect
of such Securities, means the date by reference to which holders of such Securities are
identified as being entitled to such payment of Income;
Loaned Securities means Securities which are or are to be the subject of an outstanding
Loan;
Market Value means:
(a) in relation to the valuation of Securities or Equivalent Securities on any date:
(i) such price as is equal to the market quotation for the mid price of such
Securities and/or Equivalent Securities as derived from a reputable
pricing information service reasonably chosen in good faith by Lender;
or
(ii) if unavailable the market value thereof as derived from the mid price or
rate bid by a reputable dealer for the relevant instrument reasonably
chosen in good faith by Lender,
in each case at Close of Business on the previous Business Day, or as specified
in the Schedule, unless agreed otherwise or, at the option of either Party where
in its reasonable opinion there has been an exceptional movement in the price
of the asset in question since such time, the latest available price as determined
by Lender, plus (in each case):
(iii) the aggregate amount of Income which has accrued but not yet been paid
in respect of the Securities or Equivalent Securities concerned to the
extent not included in such price,
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provided that the price of Securities or Equivalent Securities that are suspended
or that cannot legally be transferred, credited or that are transferred or credited
or required to be transferred or credited to a government, trustee or third party
(whether by reason of nationalisation, expropriation or otherwise) shall for all
purposes be a commercially reasonable price agreed between the Parties, or
absent agreement, be a price provided by a third party dealer agreed between
the Parties, or if the Parties do not agree a third party dealer then a price based
on quotations provided by the Reference Dealers. If more than three quotations
are provided, the Market Value will be the arithmetic mean of the prices,
without regard to the quotations having the highest and lowest prices. If three
quotations are provided, the Market Value will be the quotation remaining after
disregarding the highest and lowest quotations. For this purpose, if more than
one quotation has the same highest or lowest price, then one of such quotations
shall be disregarded. If fewer than three quotations are provided, the Market
Value of the relevant Securities or Equivalent Securities shall be determined by
the Party making the determination of Market Value acting reasonably;
(b) in relation to the valuation of Collateral on any date and subject as provided
below, the market value of such Collateral determined in accordance with the
valuation method specified in the Control Agreement as adjusted to take into
account any applicable haircut or margin percentage specified in the Control
Agreement, provided that, the value of Collateral that is suspended or that
cannot legally be transferred, credited or that is transferred or credited or
required to be transferred or credited to a government, trustee or third party
(whether by reason of nationalisation, expropriation or otherwise) shall for all
purposes be deemed to be zero;
Nominee means a nominee or agent appointed by either Party to accept delivery of,
hold or deliver Securities, Equivalent Securities and/or Collateral or to receive or make
payments on its behalf;
Non-Defaulting Party has the meaning given in paragraph 10;
Notification Time means the time specified in paragraph 1.2 of the Schedule;
Parties means Lender and Borrower and Party shall be construed accordingly;
Posted Collateral means all Collateral, interest, Income, other property and all proceeds
of any of the foregoing that have been credited to or received into the relevant Secured
Account or otherwise credited to the relevant Secured Account by Custodian (excluding
any such Collateral delivered to Borrower from such Secured Account pursuant to
paragraph 5.3(b) on the instruction of Lender);
Reference Dealers means, in relation to any Securities, Equivalent Securities or
Collateral, four leading dealers in the relevant securities selected by the Party making
the determination of Market Value in good faith;
Required Collateral Value has the meaning given in paragraph 5.3;
Sales Tax means value added tax and any other Tax of a similar nature (including,
without limitation, any sales tax of any relevant jurisdiction);
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Secured Account has the meaning given in the Security Agreement;
Security Agreement means the agreement or instrument specified as such in paragraph
2 of the Schedule;
Settlement Date means the date upon which Securities are due to be delivered to
Borrower in accordance with this Agreement;
Stamp Tax means any stamp, transfer, registration, documentation or similar Tax;
Tax means any present or future tax, levy, impost, duty, charge, assessment or fee of
any nature (including interest, penalties and additions thereto) imposed by any
government or other taxing authority in respect of any transaction effected pursuant to
or contemplated by, or any payment under or in respect of, this Agreement; and
Unsettled Loans means, at any time, any Loans in respect of which the relevant
Securities have not yet been delivered by Lender to Borrower.
2.2 Headings
All headings appear for convenience only and shall not affect the interpretation of this
Agreement.
2.3 Market terminology
Notwithstanding the use of expressions such as "borrow", "lend" etc. which are used to
reflect terminology used in the market for transactions of the kind provided for in this
Agreement, title to Securities "borrowed" or "lent" shall pass from Lender to Borrower
as provided for in this Agreement, Borrower being obliged to deliver Equivalent
Securities.
2.4 Currency conversions
Subject to paragraph 11, for the purposes of determining any prices, sums or values
(including, without limitation, the Market Value of Securities and Required Collateral
Value) prices, sums or values stated in currencies other than the Base Currency shall be
converted into the Base Currency at the latest available spot rate of exchange quoted by
a bank selected by Lender (or if an Event of Default has occurred in relation to Lender,
by Borrower) in the London inter-bank market for the purchase of the Base Currency
with the currency concerned on the day on which the calculation is to be made or, if
that day is not a Business Day, the spot rate of exchange quoted at Close of Business
on the immediately preceding Business Day on which such a quotation was available.
2.5 The Parties confirm that the introduction of and/or substitution (in place of an existing
currency) of a new currency as the lawful currency of a country shall not have the effect
of altering, or discharging, or excusing performance under, any term of the Agreement
or any Loan thereunder, nor give a Party the right unilaterally to alter or terminate the
Agreement or any Loan thereunder. Securities will for the purposes of this Agreement
be regarded as equivalent to other securities notwithstanding that as a result of such
introduction and/or substitution those securities have been redenominated into the new
currency or the nominal value of the securities has changed in connection with such
redenomination.
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2.6 Modifications etc. to legislation
Any reference in this Agreement to an act, regulation or other legislation shall include
a reference to any statutory modification or re-enactment thereof for the time being in
force.
3. LOANS OF SECURITIES
3.1 Loans
Borrower will borrow Securities from Lender and, subject to paragraph 3.2 below,
Lender will lend Securities to Borrower, in accordance with the terms and conditions
of this Agreement. The terms of each Loan shall be agreed prior to the commencement
of the relevant Loan either orally or in writing (including any agreed form of electronic
communication) and confirmed in such form and on such basis as shall be agreed
between the Parties. Unless otherwise agreed, any confirmation produced by a Party
shall not supersede or prevail over the prior oral, written or electronic communication
(as the case may be).
3.2 Conditions Precedent
The obligations of Lender under paragraphs 3.1 and 4.1 with respect to a Loan are
subject to the conditions precedent that:
(a) no event which, with the giving of notice or the lapse of time or both, would
constitute an Event of Default has occurred and is continuing in relation to
Borrower; and
(b) prior to the time at which the relevant Loaned Securities are due to be delivered
by Lender or any earlier time agreed between the Parties, the aggregate Market
Value of the Posted Collateral is greater than or equal to the Required Collateral
Value calculated taking into account all Loaned Securities including the
relevant Loaned Securities.
4. DELIVERY
4.1 Delivery of Securities on commencement of Loan
Subject to paragraph 3.2, Lender shall procure the Delivery of Securities to Borrower
or otherwise deliver such Securities in accordance with this Agreement and the terms
of the relevant Loan.
4.2 Requirements to effect Delivery
The Parties shall execute and deliver all necessary documents and give all necessary
instructions to procure that all right, title and interest in:
(a) any Securities borrowed pursuant to paragraph 3;
(b) any Equivalent Securities delivered pursuant to paragraph 8;
shall pass from one Party to the other subject to the terms and conditions set out in this
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Agreement, on delivery of the same in accordance with this Agreement with full title
guarantee, free from all liens, charges and encumbrances. In the case of Securities or
Equivalent Securities title to which is registered in a computer-based system which
provides for the recording and transfer of title to the same by way of book entries,
delivery and transfer of title shall take place in accordance with the rules and procedures
of such system as in force from time to time. Borrower acquiring such right, title and
interest shall have no obligation to return or deliver any of the assets so acquired but
shall be obliged, subject to the terms of this Agreement, to deliver Equivalent
Securities.
4.3 Deliveries of Income
In respect of Income being paid in relation to any Loaned Securities, Borrower shall
provide to Lender any endorsements or assignments as shall be customary and
appropriate to effect, in accordance with paragraph 6, the payment or delivery of money
or property in respect of such Income to Lender, irrespective of whether Borrower
received such endorsements or assignments in respect of any Loaned Securities.
5. COLLATERAL
5.1 Delivery of Collateral on commencement of Loan
Subject to the other provisions of this paragraph 5, Borrower undertakes to deliver
Collateral to the relevant Secured Accounts so that in respect of each Loan the condition
precedent specified in paragraph 3.2(b) is satisfied.
5.2 Deliveries through securities settlement systems generating automatic payments
Unless otherwise agreed between the Parties, where any Securities or Equivalent
Securities are transferred through a book entry transfer or settlement system which
automatically generates a payment or delivery, or obligation to pay or deliver, against
the transfer of such securities, then such automatically generated payment, delivery or
obligation shall be treated as a payment or delivery by the transferee to the transferor,
and except to the extent that it is applied to discharge an obligation of the transferee to
effect payment or delivery, the Party so treated as receiving such payment or delivery
shall cause to be made to the other Party for value the same day either, where such
transfer is a payment, an irrevocable payment in the amount of such transfer or, where
such transfer is a Delivery, an irrevocable Delivery of securities (or other property, as
the case may be) equivalent to such property.
5.3 Marking to Market of Collateral during the currency of a Loan
Unless otherwise agreed between the Parties:
(a) the aggregate Market Value of the Posted Collateral in respect of all outstanding
Loans and, as of the relevant Settlement Date or any earlier time agreed between
the Parties for the delivery of Collateral with respect to any Unsettled Loans,
such Unsettled Loans, shall equal the aggregate of:
(i) the Market Values of Securities equivalent to the Loaned Securities; plus
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(ii) all amounts (if any) due and payable by Borrower under this Agreement
but which are unpaid; plus
(iii) if agreed between the Parties and if the Income Record Date has
occurred in respect of any securities equivalent to Loaned Securities, the
amount or Market Value of Income payable in respect of such
Equivalent Securities in respect of such Loans; plus
(iv) if agreed between the Parties, any amounts which have accrued pursuant
to paragraph 7
(the Required Collateral Value);
(b) if on any Business Day the aggregate Market Value of the Posted Collateral
exceeds the Required Collateral Value applicable on that day, Lender shall in
the manner provided by the Control Agreement instruct Custodian to transfer to
Borrower from the relevant Secured Account by Close of Business on the
relevant Business Day Posted Collateral having a Market Value at the date of
transfer as close as practicable to (but not exceeding) the amount of the excess;
(c) if on any Business Day the aggregate Market Value of the Posted Collateral falls
below the Required Collateral Value applicable on that day, Borrower shall in
the manner provided by the Control Agreement deliver and, in the case of Cash
Collateral, transfer into the relevant Secured Account by Close of Business on
the relevant Business Day, such further Collateral having a Market Value as at
the date of transfer as close as practicable to (but not less than) the amount of
the deficiency; and
(d) each Party agrees that any transfer of Collateral into or out of the Secured
Accounts will be effected only in accordance with the Control Agreement.
5.4 Instructions relating to the Required Collateral Value and responsibility for the
Custodian
(a) Unless otherwise agreed, no later than the Notification Time on each Business
Day:
(i) each Party will notify the other Party of its determination of the Required
Collateral Value; and
(ii) each Party shall notify the Custodian in accordance with the terms of the
Control Agreement of the Required Collateral Value so determined by
it.
(b) Borrower will be liable for the acts or omissions of Custodian to the same extent
that Borrower would be liable hereunder for its own acts or omissions and any
such act or omission of Custodian will be deemed to be the act or omission of
Borrower for purposes of Paragraph 10.1. Lender will not be liable for the acts
or omissions of Custodian.
(c) Any obligation of Lender to instruct Custodian to transfer Posted Collateral to
Borrower will be deemed satisfied by Lender sending appropriate instructions
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to Custodian in accordance with the terms of the Control Agreement. For the
avoidance of doubt, Lender will bear no liability for any failure by Custodian to
comply with such instructions and no failure by the Custodian to transfer Posted
Collateral to Borrower under this Agreement will constitute an Event of Default
with respect to Lender.
6. DISTRIBUTIONS AND CORPORATE ACTIONS
6.1 Manufactured payments in respect of Loaned Securities
Where the term of a Loan extends over an Income Record Date in respect of any Loaned
Securities or an Income Record Date in respect of any such Securities occurs after the
end of the term of the relevant Loan but before Equivalent Securities have been
delivered to Lender, Borrower shall, on the date such Income is paid by the issuer, or
on such other date as the Parties may from time to time agree, pay or deliver to Lender
such sum of money or property as is agreed between the Parties or, failing such
agreement, a sum of money or property equivalent to (and in the same currency as) the
type and amount of such Income that would be received by Lender (after any applicable
withholding or deduction for or on account of Tax) in respect of such Loaned Securities
assuming such Securities were not loaned to Borrower and were retained by Lender on
the Income Record Date.
6.2 Income in the form of Securities
Where Income, in the form of securities, is paid in relation to any Loaned Securities,
such securities shall be added to such Loaned Securities (and shall constitute Loaned
Securities and be part of the relevant Loan) and will not be delivered to Lender until
the end of the relevant Loan, provided that Lender fulfils its obligations under
paragraph 5.3 with respect to the additional Loaned Securities.
6.3 Exercise of voting rights
Where any voting rights fall to be exercised in relation to any Loaned Securities,
Borrower shall have no obligation to arrange for voting rights of that kind to be
exercised in accordance with the instructions of Lender in relation to the Securities
borrowed by it, unless otherwise agreed between the Parties.
6.4 Corporate actions
Where, in respect of any Loaned Securities, any rights relating to conversion, sub-
division, consolidation, pre-emption, rights arising under a takeover offer, rights to
receive securities or a certificate which may at a future date be exchanged for securities
or other rights, including those requiring election by the holder for the time being of
such Securities, become exercisable prior to the delivery of Equivalent Securities, then
Lender may, within a reasonable time before the latest time for the exercise of the right
or option give written notice to Borrower that on delivery of Equivalent Securities it
wishes to receive Equivalent Securities in such form as will arise if the right is exercised
or, in the case of a right which may be exercised in more than one manner, is exercised
as is specified in such written notice.
7. RATES APPLICABLE TO LOANED SECURITIES
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In respect of each Loan, Borrower shall pay to Lender sums calculated by applying
such rate as shall be agreed between the Parties from time to time to the daily Market
Value of the Loaned Securities. In respect of each Loan, such payments shall accrue
daily in respect of the period commencing on and inclusive of the Settlement Date and
terminating on and exclusive of the Business Day upon which Equivalent Securities are
delivered. Unless otherwise agreed, the sums so accruing in respect of each calendar
month shall be paid in arrears by Borrower not later than the Business Day which is the
tenth Business Day after the last Business Day of the calendar month to which such
payments relate or such other date as the Parties shall from time to time agree.
8. DELIVERY OF EQUIVALENT SECURITIES
8.1 Lender's right to terminate a Loan
Subject to paragraph 11 and the terms of the relevant Loan, Lender shall be entitled to
terminate a Loan and to call for the delivery of all or any Equivalent Securities at any
time by giving notice on any Business Day of not less than the standard settlement time
for such Equivalent Securities on the exchange or in the clearing organisation through
which the Loaned Securities were originally delivered. Borrower shall deliver such
Equivalent Securities not later than the expiry of such notice in accordance with
Lender's instructions.
8.2 Borrower's right to terminate a Loan
Subject to the terms of the relevant Loan, Borrower shall be entitled at any time to
terminate a Loan and to deliver all and any Equivalent Securities due and outstanding
to Lender in accordance with Lender's instructions and Lender shall accept such
delivery.
8.3 Non-Defaulting Party's right to terminate all Loans
If any of the events specified in sub-paragraphs (a) to (j) inclusive of paragraph 10.1
has occurred and is continuing and provided always that no Event of Default has
occurred, and notwithstanding the scheduled termination dates of the relevant Loans,
the Non-Defaulting Party shall be entitled on any Business Day to terminate all Loans
by giving written notice to Defaulting Party of such election under this paragraph 8.3
and, where the Non-Defaulting Party gives such a notice, (i) each such Loan will
terminate on the expiry of the standard settlement time commencing on the date on
which the Non-Defaulting Party's notice was given and Borrower will, in respect of
each such Loan, not later than such expiration date deliver Equivalent Securities in
respect of the relevant Loan to Lender in accordance with Lender's instruction and (ii)
any amounts accrued under paragraph 7 shall be accelerated and immediately payable.
For the avoidance of doubt, if Borrower fails to deliver Equivalent Securities in
accordance with this paragraph, Lender will be entitled to exercise the remedies
provided to it in paragraph 9.1.
8.4 Delivery of Equivalent Securities on termination of a Loan
Upon termination of a Loan, whether pursuant to any of paragraph 8.1 to 8.3 or
otherwise in accordance with this Agreement and the terms of the relevant Loan,
Borrower shall procure the Delivery of Equivalent Securities to Lender or deliver
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Equivalent Securities, such delivery to be effected in accordance with this Agreement
and the terms of the relevant Loan. For the avoidance of doubt any reference in this
Agreement or in any other agreement or communication between the Parties
(howsoever expressed) to an obligation to deliver or account for or act in relation to
Loaned Securities shall accordingly be construed as a reference to an obligation to
deliver or account for or act in relation to Equivalent Securities.
9. FAILURE TO DELIVER
9.1 Borrower's failure to deliver Equivalent Securities
If Borrower fails to deliver Equivalent Securities in accordance with paragraph 8.1 to
8.3 Lender may:
(a) elect to continue the Loan (which, for the avoidance of doubt, shall continue to
be taken into account for the purposes of paragraph 5.3); or
(b) at any time while such failure continues, by written notice to Borrower declare
that that Loan (but only that Loan) shall be terminated immediately in
accordance with paragraph 11.2 as if (i) an Event of Default had occurred in
relation to Borrower, (ii) references to the Termination Date were to the date on
which notice was given under this sub-paragraph, and (iii) the Loan were the
only Loan outstanding. For the avoidance of doubt, any such failure shall not
constitute an Event of Default (including under paragraph 10.1(i)) unless the
Parties otherwise agree.
9.2 Failure by either Party to deliver or instruct delivery
Where Borrower fails to deliver Equivalent Securities, or Lender fails to instruct
Custodian to deliver Posted Collateral, in either case by the time required under this
Agreement or within such other period as may be agreed between such Party (the
Transferor) and the other Party (the Transferee), and the Transferee:
(a) incurs interest, overdraft or similar costs and expenses; or
(b) incurs costs and expenses as a direct result of a Buy-in exercised against it by a
third party,
then the Transferor agrees to pay within one Business Day of a demand from the
Transferee and hold harmless the Transferee with respect to all reasonable costs and
expenses listed in sub-paragraphs (a) and (b) above properly incurred which arise
directly from such failure other than (i) such costs and expenses which arise from the
negligence or wilful default of the Transferee and (ii) any indirect or consequential
losses.
10. EVENTS OF DEFAULT
10.1 Each of the following events occurring and continuing in relation to either Party (the
Defaulting Party, the other Party being the Non-Defaulting Party) shall be an Event
of Default but only where the Non-Defaulting Party serves written notice on the
Defaulting Party declaring such event to be an Event of Default:
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(a) Borrower failing to comply with its obligations to deliver Collateral under
paragraph 5 on the due date;
(b) Borrower failing to comply with its obligations under paragraph 6.1 upon the
due date and not remedying such failure within three Business Days after
Lender serves written notice requiring it to remedy such failure;
(c) Borrower failing to pay any sum due under paragraph 9.1(b) or 9.2 upon the due
date;
(d) an Act of Insolvency occurring with respect to Lender or Borrower;
(e) any warranty made by Lender or Borrower in paragraph 13 or paragraphs 14(a)
to 14(h) or in the Security Agreement being incorrect or untrue in any material
respect when made or repeated or deemed to have been made or repeated;
(f) Lender or Borrower admitting to the other that it is unable to, or it intends not
to, perform any of its obligations under this Agreement or the Security
Agreement and/or in respect of any Loan where such failure to perform would
with the service of notice or lapse of time constitute an Event of Default;
(g) all or any material part of the assets of Lender or Borrower being transferred or
ordered to be transferred to a trustee (or a person exercising similar functions)
by a regulatory authority pursuant to any legislation;
(h) Lender (if applicable) or Borrower being declared in default or being suspended
or expelled from membership of or participation in, any securities exchange or
suspended or prohibited from dealing in securities by any regulatory authority,
in each case on the grounds that it has failed to meet any requirements relating
to financial resources or credit rating;
(i) Lender or Borrower failing to perform any other of its obligations under this
Agreement and not remedying such failure within 30 days after the Non-
Defaulting Party serves written notice requiring it to remedy such failure; or
(j) in relation to the Security Agreement, (i) Borrower failing to perform any of its
obligations under the Security Agreement, (ii) the expiration or termination of
the Security Agreement, (iii) any security interest granted by Borrower therein,
ceasing to be or otherwise not being in full force and effect or (iv) Borrower
disaffirming, disclaiming, repudiating or rejecting, in whole or in part, or
challenging the validity of, such Security Agreement (or such action is taken by
any person or entity appointed or empowered to operate it or act on its behalf),
provided that in each such case, the Defaulting Party shall be deemed to be
Borrower.
10.2 Each Party shall notify the other (in writing) if an Event of Default or an event which,
with the passage of time and/or upon the serving of a written notice as referred to above,
would be an Event of Default, occurs in relation to it.
10.3 Subject to paragraphs 9 and 11, neither Party may claim any sum by way of
consequential loss or damage in the event of failure by the other Party to perform any
of its obligations under this Agreement.
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11. CONSEQUENCES OF AN EVENT OF DEFAULT
11.1 If an Event of Default occurs in relation to either Party then paragraphs 11.2 to 11.8
below shall apply.
11.2 Borrower's delivery and payment obligations (and any other obligations Borrower has
under the Agreement including, without limitation, any obligation to pay amounts
which have accrued under paragraph 7) shall be accelerated so as to require
performance thereof at the time such Event of Default occurs (the date of which shall
be the Termination Date) so that performance of such obligations shall be effected only
in accordance with the following provisions.
(a) The Default Market Value of the Equivalent Securities to be delivered by
Borrower and any amount (including interest accrued) to be paid by Borrower
shall be established by the Non-Defaulting Party in accordance with paragraph
11.4 and deemed as at the Termination Date.
(b) On the basis of the sums so established, an account shall be taken (as at the
Termination Date) of what is due from each Party to the other under this
Agreement (on the basis that Lender's claim against Borrower in respect of
delivery of Equivalent Securities is equal to the Default Market Value thereof)
and the sums due from one Party shall be set off against the sums due from the
other and only the balance of the account shall be payable (by the Party having
the claim valued at the lower amount pursuant to the foregoing) and such
balance shall be payable on the next following Business Day after such account
has been taken and such sums have been set off in accordance with this
paragraph. For the purposes of this calculation, any sum not denominated in the
Base Currency shall be converted into the Base Currency at the spot rate
prevailing at such dates and times determined by the Non-Defaulting Party
acting reasonably.
11.3 For the purposes of this Agreement, the Default Market Value of any Equivalent
Securities shall be determined in accordance with paragraphs 11.4 to 11.6 below, and
for this purpose:
(a) the Appropriate Market means, in relation to securities of any description, the
market which is the most appropriate market for securities of that description,
as determined by the Non-Defaulting Party;
(b) the Default Valuation Time means, in relation to an Event of Default, the Close
of Business in the Appropriate Market on the fifth dealing day after the day on
which that Event of Default occurs;
(c) Net Value means at any time, in relation to any Equivalent Securities, the
amount which, in the reasonable opinion of the Non-Defaulting Party,
represents their fair market value, having regard to such pricing sources and
methods (which may include, without limitation, internal and external pricing
sources, and available prices for securities with similar maturities, terms and
credit characteristics as the relevant Equivalent Securities) as the Non-
Defaulting Party considers appropriate less, where Lender is the Defaulting
Party, or plus, where Borrower is the Defaulting Party, all Transaction Costs
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incurred or reasonably anticipated in connection with the purchase or sale of
such securities; and
(d) Transaction Costs in relation to any transaction contemplated in paragraph 11.4
or 11.5 means the reasonable costs, commissions (including internal
commissions), fees and expenses (including any mark-up or mark-down or
premium paid for guaranteed delivery) incurred or reasonably anticipated in
connection with, where Borrower is the Defaulting Party, the purchase of
Equivalent Securities or, where Lender is the Defaulting Party, the sale of
Equivalent Securities, calculated on the assumption that the aggregate thereof
is the least that could reasonably be expected to be paid in order to carry out the
transaction.
11.4 If between the Termination Date and the Default Valuation Time:
(a) Borrower as Non-Defaulting Party has sold, or Lender as Non-Defaulting Party
has purchased, securities which form part of the same issue and are of an
identical type and description as the relevant Equivalent Securities, (and
regardless as to whether or not such sales or purchases have settled) such Non-
Defaulting Party may elect to treat as the Default Market Value:
(i) in the case of such a sale by Borrower as Non-Defaulting Party, the net
proceeds of such sale after deducting all Transaction Costs; provided
that, where the securities sold are not identical in amount to the
Equivalent Securities, Borrower as Non-Defaulting Party may, acting in
good faith, either (A) elect to treat such net proceeds of sale divided by
the amount of securities sold and multiplied by the amount of the
Equivalent Securities as the Default Market Value or (B) elect to treat
such net proceeds of sale of the Equivalent Securities actually sold as
the Default Market Value of that proportion of the Equivalent Securities,
and, in the case of (B), the Default Market Value of the balance of the
Equivalent Securities shall be determined separately in accordance with
the provisions of this paragraph 11.4; or
(ii) in the case of such a purchase by Lender as Non-Defaulting Party, the
aggregate cost of such purchase, including all Transaction Costs;
provided that, where the securities purchased are not identical in amount
to the Equivalent Securities, Lender as Non-Defaulting Party may,
acting in good faith, either (A) elect to treat such aggregate cost divided
by the amount of securities purchased and multiplied by the amount of
the Equivalent Securities as the Default Market Value or (B) elect to
treat the aggregate cost of purchasing the Equivalent Securities actually
purchased as the Default Market Value of that proportion of the
Equivalent Securities, and, in the case of (B), the Default Market Value
of the balance of the Equivalent Securities shall be determined
separately in accordance with the provisions of this paragraph 11.4;
(b) the Non-Defaulting Party has received, where the Non-Defaulting Party is
Borrower, bid quotations or, where the Non-Defaulting Party is Lender, offer
quotations in respect of securities which form part of the same issue and are of
an identical type and description as the relevant Equivalent Securities from two
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or more market makers or regular dealers in the Appropriate Market in a
commercially reasonable size (as determined by the Non-Defaulting Party) the
Non-Defaulting Party may elect to treat as the Default Market Value of the
relevant Equivalent Securities:
(i) the price quoted (or where more than one price is so quoted, the
arithmetic mean of the prices so quoted) by each of them for, where the
Non-Defaulting Party is Borrower, the purchase by the relevant market
marker or dealer of such securities or, where the Non-Defaulting Party
is Lender, the sale by the relevant market maker or dealer of such
securities, provided that such price or prices quoted may be adjusted in
a commercially reasonable manner by the Non-Defaulting Party to
reflect accrued but unpaid coupons not reflected in the price or prices
quoted in respect of such Securities;
(ii) after deducting, in the case where the Non-Defaulting Party is Borrower,
or adding, in the case where the Non-Defaulting Party is Lender, the
Transaction Costs which would be incurred or reasonably anticipated in
connection with such transaction.
11.5 If, acting in good faith, either (A) the Non-Defaulting Party has endeavoured but been
unable to sell or purchase securities in accordance with paragraph 11.4(a) above or to
obtain quotations in accordance with paragraph 11.4(b) above (or both) or (B) the Non-
Defaulting Party has determined that it would not be commercially reasonable to sell
or purchase securities at the prices bid or offered or to obtain such quotations, or that it
would not be commercially reasonable to use any quotations which it has obtained
under paragraph 11.4(b) above the Non-Defaulting Party may determine the Net Value
of the relevant Equivalent Securities (which shall be specified) and the Non-Defaulting
Party may elect to treat such Net Value as the Default Market Value of such Equivalent
Securities.
11.6 To the extent that the Non-Defaulting Party has not determined the Default Market
Value in accordance with paragraph 11.4, the Default Market Value of the relevant
Equivalent Securities shall be an amount equal to their Net Value at the Default
Valuation Time; provided that, if at the Default Valuation Time the Non-Defaulting
Party reasonably determines that, owing to circumstances affecting the market in the
Equivalent Securities in question, it is not reasonably practicable for the Non-
Defaulting Party to determine a Net Value of such Equivalent Securities which is
commercially reasonable (by reason of lack of tradable prices or otherwise), the Default
Market Value of such Equivalent Securities shall be an amount equal to their Net Value
as determined by the Non-Defaulting Party as soon as reasonably practicable after the
Default Valuation Time.
Other costs, expenses and interest payable in consequence of an Event of Default
11.7 The Defaulting Party shall be liable to the Non-Defaulting Party for the amount of all
reasonable legal and other professional expenses incurred by the Non-Defaulting Party
in connection with or as a consequence of an Event of Default, together with interest
thereon at such rate as is agreed by the Parties and specified in paragraph 10 of the
Schedule or, failing such agreement, the overnight LIBOR as at 11.00 a.m., London
time, on the date on which it is to be determined or, in the case of an expense attributable
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to a particular transaction and, where the Parties have previously agreed a rate of
interest for the transaction, that rate of interest if it is greater than LIBOR. Interest will
accrue daily on a compound basis.
Set-off
11.8 Any amount payable to one Party (the Payee) by the other Party (the Payer) under
paragraph 11.2(b) may, at the option of the Non-Defaulting Party, be reduced by its set-
off against any amount payable (whether at such time or in the future or upon the
occurrence of a contingency) by the Payee to the Payer (irrespective of the currency,
place of payment or booking office of the obligation) under any other agreement
between the Payee and the Payer or instrument or undertaking issued or executed by
one Party to, or in favour of, the other Party. If an obligation is unascertained, the Non-
Defaulting Party may in good faith estimate that obligation and set off in respect of the
estimate, subject to accounting to the other Party when the obligation is ascertained.
Nothing in this paragraph shall be effective to create a charge or other security interest.
This paragraph shall be without prejudice and in addition to any right of set-off,
combination of accounts, lien or other right to which any Party is at any time otherwise
entitled (whether by operation of law, contract or otherwise).
12. TAXES
Withholding, gross-up and provision of information
12.1 All payments under this Agreement shall be made without any deduction or
withholding for or on account of any Tax unless such deduction or withholding is
required by any Applicable Law.
12.2 Except as otherwise agreed, if the paying Party is so required to deduct or withhold,
then that Party (Payer) shall:
(a) promptly notify the other Party (Recipient) of such requirement;
(b) pay or otherwise account for the full amount required to be deducted or withheld
to the relevant authority;
(c) upon written demand of Recipient, forward to Recipient documentation
reasonably acceptable to Recipient, evidencing such payment to such authorities;
and
(d) pay to Recipient, in addition to the payment to which Recipient is otherwise
entitled under this Agreement, such additional amount as is necessary to ensure
that the amount actually received by Recipient (after taking account of such
withholding or deduction) will equal the amount Recipient would have received
had no such deduction or withholding been required; provided Payer will not be
required to pay any additional amount to Recipient under this sub- paragraph (d)
to the extent it would not be required to be paid but for the failure by Recipient
to comply with or perform any obligation under paragraph 12.3.
12.3 Each Party agrees that it will upon written demand of the other Party deliver to such
other Party (or to any government or other taxing authority as such other Party directs),
any form or document and provide such other cooperation or assistance as may (in
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either case) reasonably be required in order to allow such other Party to make a payment
under this Agreement without any deduction or withholding for or on account of any
Tax or with such deduction or withholding at a reduced rate (so long as the completion,
execution or submission of such form or document, or the provision of such cooperation
or assistance, would not materially prejudice the legal or commercial position of the
Party in receipt of such demand). Any such form or document shall be accurate and
completed in a manner reasonably satisfactory to such other Party and shall be executed
and delivered with any reasonably required certification by such date as is agreed
between the Parties or, failing such agreement, as soon as reasonably practicable.
Stamp Tax
12.4 Unless otherwise agreed, Borrower hereby undertakes promptly to pay and account for
any Stamp Tax chargeable in connection with any transaction effected pursuant to or
contemplated by this Agreement (other than any Stamp Tax that would not be
chargeable but for Lender's failure to comply with its obligations under this Agreement).
12.5 Borrower shall indemnify and keep indemnified Lender against any liability arising as
a result of Borrower's failure to comply with its obligations under paragraph 12.4.
Sales Tax
12.6 All sums payable by one Party to another under this Agreement are exclusive of any
Sales Tax chargeable on any supply to which such sums relate and an amount equal to
such Sales Tax shall in each case be paid by the Party making such payment on receipt
of an appropriate Sales Tax invoice.
Retrospective changes in law
12.7 Unless otherwise agreed, amounts payable by one Party to another under this
Agreement shall be determined by reference to Applicable Law as at the date of the
relevant payment and no adjustment shall be made to amounts paid under this
Agreement as a result of:
(a) any retrospective change in Applicable Law which is announced or enacted after
the date of the relevant payment; or
(b) any decision of a court of competent jurisdiction which is made after the date
of the relevant payment (other than where such decision results from an action
taken with respect to this Agreement or amounts paid or payable under this
Agreement).
13. LENDER'S WARRANTIES
Lender hereby warrants and undertakes to Borrower on a continuing basis to the intent
that such warranties shall survive the completion of any transaction contemplated
herein that:
(a) it is duly authorised and empowered to perform its duties and obligations under
this Agreement, the Security Agreement and the Control Agreement;
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(b)it is not restricted under the terms of its constitution or in any other manner from
lending Securities in accordance with this Agreement or from otherwise
performing its obligations hereunder and under the Security Agreement and the
Control Agreement;
(c)it is absolutely entitled to pass full legal and beneficial ownership of all
Securities provided by it hereunder to Borrower free from all liens, charges and
encumbrances; and
(d)it is acting as principal in respect of this Agreement, other than in respect of an
Agency Loan.
14.BORROWER'S WARRANTIES
Borrower hereby warrants and undertakes to Lender on a continuing basis to the intent
that such warranties shall survive the completion of any transaction contemplated
h
erein that:
(a)it has all necessary licences and approvals, and is duly authorised and
empowered, to perform its duties and obligations under this Agreement, the
Security Agreement and the Control Agreement and will do nothing prejudicial
to the continuation of such authorisation, licences or approvals;
(
b)it is not restricted under the terms of its constitution or in any other manner fr om
borrowing Securities in accordance with this Agreement or from otherwise
performing its obligations hereunder and under the Security Agreement and the
Control Agreement;
(c)it has th e power to grant a security interest in the assets over which it is
expressed to grant security under the Security Agreement and has taken all
n
ecessary action to authorise the granting of that security interest;
(d)it is the beneficial owner of all Collateral (and rights thereto) which is credited
to the Secured Accounts under this Agreement, the Security Agreement or the
Control Agreement, free and clear of any encumbrance or other interest or
restriction other than each
security interest granted under the Security
Agreement, any security interest in favour of the Custodian expressly referred
to in the Control Agreement and other than any lien routinely imposed on all
securities in a clearing system in which any such Collateral may be held and
each such item of Collateral is fully paid and is not subject to any option to
p
urchase or similar rights;
(e)upon
the credit of any Collateral to the Secured Accounts under this Agreement
or the Security Agreement, Lender will have a valid and perfected first priority
security interest in such Collateral except to the extent subordinated to any lien
routinely imposed on
all securities in a clearing system in which any such
Collateral may be held;
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(f) the performance by it of its obligations under this Agreement, the Security
Agreement and the Control Agreement will not result in the creation of any
security interest, lien or other encumbrance in or on any Posted Collateral other
than the security interest created by the Security Agreement (and other than any
lien routinely imposed on all securities in a clearing system in which any such
Posted Collateral may be held, or any security interest in favour of the Custodian
expressly referred to in the Control Agreement);
(g) it is acting as principal in respect of this Agreement; and
(h) it is not entering into a Loan for the primary purpose of obtaining or exercising
voting rights in respect of the Loaned Securities.
15. INTEREST ON OUTSTANDING PAYMENTS
In the event of either Party failing to remit sums in accordance with this Agreement
such Party hereby undertakes to pay to the other Party upon demand interest (before as
well as after judgment) on the net balance due and outstanding, for the period
commencing on and inclusive of the original due date for payment to (but excluding)
the date of actual payment, in the same currency as the principal sum and at the rate
referred to in paragraph 11.7. Interest will accrue daily on a compound basis and will
be calculated according to the actual number of days elapsed. No interest shall be
payable under this paragraph in respect of any day on which one Party endeavours to
make a payment to the other Party but the other Party is unable to receive it.
16. TERMINATION OF THIS AGREEMENT
Each Party shall have the right to terminate the entry into of further Loans under this
Agreement by giving not less than 15 Business Days' notice in writing to the other Party
(which notice shall specify the date of termination) provided that the provisions of this
Agreement, the Security Agreement and the Control Agreement shall remain in full
force and effect at all times with respect to all Loans entered into at any time prior to
such termination and each Party will duly comply with and discharge all of its
obligations under this Agreement, the Security Agreement and the Control Agreement
in relation to such Loans as if no such termination notice had been given.
17. SINGLE AGREEMENT
Each Party acknowledges that, and has entered into this Agreement and the related
agreements referred to herein and will enter into each Loan in consideration of and in
reliance upon the fact that, all Loans constitute a single business and contractual
relationship and are made in consideration of each other. Accordingly, each Party
agrees:
(a) to perform all of its obligations in respect of each Loan, and that a default in the
performance of any such obligations shall constitute a default by it in respect of
all Loans, subject always to the other provisions of this Agreement and such
related agreements; and
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(b) that payments, deliveries and other transfers made by either of them in respect
of any Loan shall be deemed to have been made in consideration of payments,
deliveries and other transfers in respect of any other Loan.
18. SEVERANCE
If any provision of this Agreement is declared by any judicial or other competent
authority to be void or otherwise unenforceable, that provision shall be severed from
the Agreement and the remaining provisions of this Agreement shall remain in full force
and effect. The Agreement shall, however, thereafter be amended by the Parties in such
reasonable manner so as to achieve as far as possible, without illegality, the intention
of the Parties with respect to that severed provision.
19. SPECIFIC PERFORMANCE
Each Party agrees that in relation to legal proceedings it will not seek specific
performance of the other Party's obligation to deliver Securities, Equivalent Securities
or Collateral but without prejudice to any other rights it may have.
20. NOTICES
20.1 Any notice or other communication in respect of this Agreement may be given in any
manner set forth below to the address or number or in accordance with the electronic
messaging system details set out in paragraph 7 of the Schedule and will be deemed
effective as indicated:
(a) if in writing and delivered in person or by courier, on the date it is delivered;
(b) if sent by facsimile transmission, on the date that transmission is received by a
responsible employee of the recipient in legible form (it being agreed that the
burden of proving receipt will be on the sender and will not be met by a
transmission report generated by the sender's facsimile machine);
(c) if sent by certified or registered mail (airmail, if overseas) or the equivalent
(return receipt requested), on the date that mail is delivered or its delivery is
attempted; or
(d) if sent by electronic messaging system, on the date that electronic message is
received,
unless the date of that delivery (or attempted delivery) or the receipt, as applicable, is
not a Business Day or that communication is delivered (or attempted) or received, as
applicable, after 5 p.m. on a Business Day, in which case that communication shall be
deemed given and effective on the first following day that is a Business Day.
20.2 Either Party may by notice to the other change the address or facsimile number or
electronic messaging system details at which notices or other communications are to be
given to it.
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21. ASSIGNMENT
21.1 Subject to paragraph 21.2, neither Party may charge, assign or otherwise deal with all
or any of its rights or obligations hereunder without the prior consent of the other Party.
21.2 Paragraph 21.1 shall not preclude a party from charging, assigning or otherwise dealing
with all or any part of its interest in any sum payable to it under paragraph 11.2(b) or
11.7.
22. NON-WAIVER
No failure or delay by either Party (whether by course of conduct or otherwise) to
exercise any right, power or privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise of any right, power or privilege preclude any other
or further exercise thereof or the exercise of any other right, power or privilege as herein
provided.
23. GOVERNING LAW AND JURISDICTION
23.1 This Agreement and any non-contractual obligations arising out of or in connection
with this Agreement shall be governed by, and shall be construed in accordance with,
English law.
23.2 The courts of England have exclusive jurisdiction to hear and decide any suit, action or
proceedings, and to settle any disputes or any non-contractual obligation which may
arise out of or in connection with this Agreement (respectively, Proceedings and
Disputes) and, for these purposes, each Party irrevocably submits to the jurisdiction of
the courts of England.
23.3 Each Party irrevocably waives any objection which it might at any time have to the
courts of England being nominated as the forum to hear and decide any Proceedings
and to settle any Disputes and agrees not to claim that the courts of England are not a
convenient or appropriate forum.
23.4 Each Party hereby respectively appoints the person identified in paragraph 8 of the
Schedule pertaining to the relevant Party as its agent to receive on its behalf service of
process in the courts of England. If such an agent ceases to be an agent of a Party, the
relevant Party shall promptly appoint, and notify the other Party of the identity of its
new agent in England.
24. TIME
Time shall be of the essence of the Agreement.
25. RECORDING
The Parties agree that each may record all telephone conversations between them.
26. WAIVER OF IMMUNITY
Each Party hereby waives all immunity (whether on the basis of sovereignty or
otherwise) from jurisdiction, attachment (both before and after judgement) and
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execution to which it might otherwise be entitled in any action or proceeding in the
courts of England or of any other country or jurisdiction relating in any way to this
Agreement and agrees that it will not raise, claim or cause to be pleaded any such
immunity at or in respect of any such action or proceeding.
27. EXPENSES
Except as otherwise provided in this Agreement, the Security Agreement or the Control
Agreement, each Party will pay its own costs and expenses (including any stamp,
transfer or similar transaction tax or duty payable on any transfer Borrower is required
to make under this Agreement or the Security Agreement) in connection with
performing its obligations under this Agreement and the Security Agreement and
neither Party will be liable for any such costs and expenses incurred by the other Party.
Borrower will be liable for any costs and expenses (including any stamp, transfer or
similar transaction tax or duty payable on any transfer from the Secured Accounts to
Borrower in accordance with this Agreement or the Security Agreement) incurred by
Custodian in connection with its performing any of its obligations to the Parties in
relation to the Security Agreement.
28. MISCELLANEOUS
28.1 This Agreement constitutes the entire agreement and understanding of the Parties with
respect to its subject matter and supersedes all oral communication and prior writings
with respect thereto.
28.2 The Party (the Relevant Party) who has prepared the text of this Agreement for
execution (as indicated in paragraph 9 of the Schedule) warrants and undertakes to the
other Party that such text conforms exactly to the text of the standard form Global
Master Securities Lending Agreement (Security Interest Over Collateral - 2018 version)
posted by the International Securities Lending Association on its website except as
notified by the Relevant Party to the other Party in writing prior to the execution of this
Agreement.
28.3 Unless otherwise provided for in this Agreement, no amendment in respect of this
Agreement will be effective unless in writing (including a writing evidenced by a
facsimile transmission) and executed by each of the Parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.
28.4 The Parties agree that where paragraph 11 of the Schedule indicates that this paragraph
28.4 applies, each may use the services of a third party vendor to automate the
processing of Loans under this Agreement and that any data relating to such Loans
received from the other Party may be disclosed to such third party vendors.
28.5 The obligations of the Parties under this Agreement will survive the termination of any
Loan.
28.6 The warranties contained in paragraphs 13, 14 and 28.2 will survive termination of this
Agreement for so long as any obligations of either of the Parties pursuant to this
Agreement remain outstanding.
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28.7 Except as provided in this Agreement, the rights, powers, remedies and privileges
provided in this Agreement are cumulative and not exclusive of any rights, powers,
remedies and privileges provided by law.
28.8 This Agreement (and each amendment in respect of it) may be executed and delivered
in counterparts (including by facsimile transmission), each of which will be deemed an
original.
28.9 A person who is not a party to this Agreement has no right under the Contracts (Rights
of Third Parties) Act 1999 to enforce any terms of this Agreement, but this does not
affect any right or remedy of a third party which exists or is available apart from that
Act.
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Copyright © 2018
International Securities Lending Association
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70-40648125
EXECUTED by the PARTIES
)
)
)
)
)
)
)
SIGNED by
duly authorised for and on behalf of
THE NORTHERN TRUST COMPANY
ACTING AS AGENT FOR THE
PRINCIPAL
SIGNED by
duly authorised fo
r and on behalf of
J.P. MORGAN SECURITIES PLC
)
James Carter
Executive Director
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Vice President
Andy Smith
Mar-13-2026
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SCHEDULE
1.COLLATERAL
1.1
The securities, financial instruments and Cash which can be transferred to the Secured
Account under the terms of the Control Agreement are acceptable forms of Collateral
under this Agreement.
1.2 For the purposes of paragraph 5.4, Notification Time means by 12.00 p.m., London time.
2.SECURITY
AGREEMENT DETAILS
Details of Security Agreement:
Luxembourg Law Security Agreement relating to Global Master Securities Lending
Agreement (Security Interest Over Collateral – 2018 Version) dated on or around the date
of this Agreement.
Korean Law Security Agreement relating to Global Master Securities Lending
Agreement (Security Interest Over Collateral – 2018 Version) dated on or around the date
of this Agreement.
3.B
ASE CURRENCY
The Base Currency applicable to this Agreement is US Dollars provided, if that currency
ceases to be freely convertible, the Base Currency shall be Euros.
4.P
LACES OF BUSINESS
(See definition of Business Day.)
5.MARKET VALUE
(See definition of Market Value.)
6.AGENCY
–Lender will act as agent and the Security Agency Annex applies
The Principal(s) on whose behalf Lender may enter into Loans as
agent is set out in Appendix 2 to this Schedule, which may be
amended by the Lender from time to time upon notice to
Borrower and updating Appendix 2 upon agreement.
7.DESIGNATED OFFICE AND ADDRESS FOR NOTICES
(a)Designated Office of Lender:
Address for notices or communications to Lender:
Address: The Northern Trust Company
50 Bank Street
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Canary Wharf E14 5NT
Attention: Mark Jones, Senior Vice President,
Head of Securities Finance EMEA
Telephone No: +44 (0) 207 982 36360
Email: mj76@ntrs.com
In addition, with respect to notices or communications relating to an Event of Default
notice under paragraph 10 of this Agreement, a second copy of such notice or
communication shall be sent to the following:
Address: The Northern Trust Company
50 Bank Street
Canary Wharf E14 5NT
Attention: Capital Markets Legal
Email: securities_lending_legal_london@ntrs.com
Designated Office of Borrower:
25 Bank Street, Canary Wharf, London, E14 5JP
Address for notices or communications to Party A:
Address: J.P. Morgan Securities plc
25 Bank Street, Canary Wharf
London, E14 5JP
Equities:
Telephone: +44 207 134 1127 (Trading) / +44 (0)1202 325522 (Operations)
Facsimile: +44 (0) 1202 323783 (Operations)
Electronic Messaging System Details: prime_brokerage_emea_cmg@jpmorgan.com
Fixed Income:
Telephone: +44 207 777 1392 (Trading) / +44 120 2327983 (Operations)
Facsimile: +44 207 325 8193 (Trading) / +1 302 442 4735 (Operations)
8.
SERVICE OF PROCESS
(
a)Agent of Lender for Service of Process
Not Applicable.
Electr
onic Messaging System Details: EMEA_Repo_Marg in@jpmorgan.com
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(b)Agent of Borrower for Service of Process
Not Applicable
9.P
ARTY PREPARING THIS AGREEMENT
L
ender.
10.D
EFAULT INTEREST
Rate of default interest: In accordance with paragraph 11.7, amended as follows:
(i)The words “overnight LIBOR as at 11:00am, London time, on the date on which it is so
determined” shall be deleted and replaced with the words “Applicable Rate”;
(ii)The reference to LIBOR in the penultimate line shall be deleted and replaced with the
words “Applicable Rate”.
11.AUTOMATION
Paragraph 28.4 applies.
12.
ADDITIONAL RIDERS AND ADDENDA
12.1.
The parties agree to incorporate, where applicable to the Loaned Securities, the
country specific terms as set out in Appendix 1 to this Schedule (Country
Rider(s)). The purpose of each Country Rider is to modify this Agreement to take
account of laws, rules and regulations, customs or practices relating to securities
transactions applicable to exchanges, markets or clearing organisations in the
relevant country or countries specified in Appendix 1 (the Country). Such Country
Riders shall apply only to the types of securities therein specified and to
transactions in Loaned Securities relevant to that specific Country. The terms of
each relevant Country Rider shall prevail over inconsistent provisions in this
Agreement.
12.2.
Lender, in its capacity as Agent on behalf of various Principals, may also agree
with Borrower from time to time any other addenda, supplemental agreements or
amendments in connection with the Agreement (together the Supplemental
Documents). Each Supplemental Document shall apply only to the types of
securities therein specified and only to transactions in securities relevant to the
Country. As to matters within its scope, the terms of each Supplemental Document
shall prevail over inconsistent provisions in this Agreement or previous addenda.
Each Supplemental Document shall only become effective and form part of this
Agreement as at the date of execution of such Supplemental Document.
12.3.
All references to the "Global Master Securities Lending Agreement (Security
Interest Over Collateral – 2018 Version)" (whether using those words or any other
similar or equivalent terms) in the Supplemental Documents shall be deemed to be
references to this Agreement.
13.ABSENCE OF LITIGATION
Borrower hereby makes the following representation to Lender on the date of this Agreement,
and is deemed to have repeated this representation on each date on which a Loan is entered
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into, that there is no pending or, to the best of Borrower's knowledge, threatened against it
any action, suit or proceeding at law or in equity or before any court, tribunal, governmental
body, agency or official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any other documentation relating to this
Agreement to which it is a party (including, without limitation, the Security Agreement and
the Control Agreement).
14. QFC STAY RULES
The parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the
“Protocol”). The terms of the Protocol are incorporated into and form a part of this
Agreement, and for such purposes this Agreement shall be deemed a Protocol Covered
Agreement, and the Borrower shall be deemed a Regulated Entity and the Agent and the
Lender shall be deemed Adhering Parties. In the event of any inconsistencies between
this Agreement and the terms of the Protocol, the Protocol will govern. Terms used in
this paragraph without definition shall have the meanings assigned to them under the
Protocol. For purposes of this paragraph, references to “this Agreement” include any
related credit enhancements entered into between the parties or provided by one to the
other. In addition, the parties agree that the terms of this paragraph shall be incorporated
into any related covered affiliate credit enhancements, with all references to the Borrower
replaced by references to the covered affiliate support provider.
15. OTHER AMENDMENTS.
15.1. Paragraph 5.3 shall be amended by adding the words “if agreed between the
Parties” at the beginning of paragraph 5.3(a)(ii).
15.2. Paragraph 2.1 shall be amended as follows:
(a) The following new definition shall be inserted immediately following the definition of
“Applicable Law”:
“Applicable Rate”, in relation to any sum in any currency means:
(a) For the purposes of paragraph 11.7, the rate selected in a commercially reasonable
manner by the Non-Defaulting Party; and
(b) For any other purpose, the rate agreed by the parties acting in a commercially
reasonable manner.
15.3. Paragraph 15 shall be amended as follows:
Paragraph 15 shall be amended by deleting the words “the rate referred to in paragraph
11.7” and replacing them with the words “such rate as is agreed by the Parties and
specified in paragraph 10 of the Schedule or, failing such agreement, the Applicable
Rate.”
16. RING-FENCED LOANS
Notwithstanding paragraph 1.2, only Loans which are specifically identified as “Ring-
fenced Loans” in the relevant confirmations shall be governed by the terms of this
Agreement, including the supplemental terms and conditions contained in the Schedule
and any Addenda or Annexes attached hereto, unless otherwise agreed in writing.
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17. INFORMATION STATEMENT IN ACCORDANCE WITH THE
SECURITIES FINANCING TRANSACTIONS REGULATION.
Each party hereby acknowledges that it has read the Information Statement appended to
this Agreement in accordance with Article 15(1)(a) of the Securities Financing
Transactions Regulation EY (2015/2365) ("SFTR") and Article 15 of the UK Securities
Financing Transactions Regulation on the risks and consequences which may be involved
in concluding and/or granting right of use under this Agreement. If a party is acting as an
agent, trustee or other similar function (however defined) in entering into this Agreement,
the Information Statement is provided to such party with respect to each client, investor,
fund, account and /or other principal on whose behalf such party currently, or in the
future, acts under this Agreement. The Information Statement is provided for information
purposes only and does not amend or supersede the express terms of any agreement
between the parties.
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Appendix 1
Country Riders
Language - Capitalised terms which are not otherwise defined in the Riders shall have the
meaning ascribed to them in the Agreement.
A. Irish Securities
In the event Lender lends to Borrower Irish Securities (as defined below), then notwithstanding
any provision to the contrary in the Agreement, the following provisions shall apply:
Definitions:
"Irish Securities" means any Securities issued by a Irish entity and traded principally on any
Irish stock exchange.
1. The Delivery of Equivalent Securities.
With respect to the delivery of Equivalent Securities on termination of a Loan, as contained in
Paragraph 8.4 of the Agreement, s uch will be amended to read as follows:
"Notwithstanding the foregoing and in any event, with respect to the delivery or redelivery of
any Equivalent Securities that are Irish Securities pursuant to the terms of a loan, Borrower shall
redeliver all such Equivalent Securities to Lender no later than twelve calendar months from the
date of commencement of the Loan, whether Lender has demanded redelivery or not.
Borrower acknowledges that in the event a loan of Irish Securities is not terminated and Equivalent
Securities delivered or redelivered to Lender on or before the twelve month redelivery date, Lender is at
risk of suffering adverse tax consequences in respect of the tax treatment of such loan by the Irish revenue
authorities. Pursuant to paragraph 12.5, Borrower hereby agrees to indemnify and keep indemnified Agent
against any taxes, charges, levies, fines, penalties and any other costs and expenses incurred by Agent as
a result Borrower's failure to redeliver to Agent Irish Securities which are Equivalent Securities on or
before the twelve month delivery or redelivery Date."
B. South Africa Securities
In the event Lender lends to Borrower South African Securities (as defined below), then
notwithstanding any provision to the contrary in the Agreement, the following provisions shall
apply:
Definitions:
"South African Securities" shall mean any security as defined by Section 2 of the Securities
Transfer Tax Act (2007).
1. The Delivery of Securities.
The following shall be read as supplemental to Clause 4.1 of the Agreement:
"The Borrower will procure to effect delivery ("effect delivery" to be construed for this purpose
in accordance with the definition of "lending arrangement" in the Securities Transfer Tax Act
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(2007) ) of South African Securities within a period of 10 Business Days from the date of
settlement of the delivery of those Securities from the Lender to the Borrower.
Without prejudice to any other provision of the Agreement, the Borrower shall indemnify the
Lender (on behalf of the relevant underlying Beneficial Owner) for any stamp duty or transfer
tax incurred by the relevant underlying Beneficial Owner as a direct result of the Borrower's
failure to procure effecting delivery of the Securities within such 10 Business Day period.
The Lender will use reasonable endeavours to notify the Borrower as soon as it becomes aware
of any stamp duty or transfer tax levied on any loan of the relevant Securities issued by a South
African entity and shall provide the Borrower, to the extent permitted by applicable laws or
regulations, with the opportunity to contest the imposition of any such stamp duty or transfer tax
with the South Africa Revenue Authorities prior to the Lender or any Beneficial Owner admitting
liability for the stamp duty or transfer tax. Nothing in this clause shall prevent or delay the Lender
or the Beneficial Owner from making the payment in respect of such stamp duty or transfer tax
as required by law or any regulatory or tax authority."
2. The Delivery of Equivalent Securities.
With respect to the delivery of Equivalent Securities on termination of a Loan, as contained in
Clause 8.3 of the Agreement, such will be amended to be read as follows:
"The Lender may call for the redelivery of all or any Equivalent Securities at any time by giving
notice on any Business Day to the Borrower, whereupon the Borrower shall within 2 Business
Days deliver to Lender such Equivalent Securities. Notwithstanding the foregoing and in any
event, with respect to any loan of South African Securities, the Borrower shall redeliver all
Equivalent Securities no later than twelve months from the delivery of such South African
Securities, regardless of whether the Borrower shall have received notice for such redelivery.
This obligation of redelivery shall be solely the Borrower's and the Borrower shall be responsible
for any stamp tax incurred by the relevant underlying Beneficial Owner as a direct result of the
Borrower's failure to redeliver the Equivalent Securities within such twelve month period."
C. Hong Kong Stock
In the event Lender lends to Borrower Hong Kong Stock (as defined below), then
notwithstanding any provision to the contrary in the Agreement, the following provisions shall
apply:
Definitions:
"Collector" means the Collector of Stamp revenue, appointed under Section 3 of the Ordinance;
"Hong Kong Stock" has the meaning set out in section 2 of the Ordinance;
"Ordinance" means the Hong Kong Stamp Duty Ordinance
"Stock Borrowing" has the meaning set out in section 19(16) of the ordinance
1. Borrower's Additional Representations
In addition to the representations and warranties set out in the Agreement, the Borrower hereby
also represents and warrants to Agent and Lender on a continuing basis that:
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"(a) The Borrower is borrowing or will borrow the Loaned Securities for one
or more of the "specified purposes" as required by section 19 of the
Ordinance, namely:
(i) to settle a contract to sell Securities wherever effected, whether by
the Borrower or another person;
(ii) to settle a future contract to sell such Securities, whether agreed or
not when the transaction is effected and whether by the Borrower
or another person;
(iii) to replace, in whole or in part, Securities obtained by the Borrower
under another Stock Borrowing; or
(iv) to on-lend Securities to another borrower who effects a stock
borrowing in respect of the same; or
(v) such other purposes as the Collector may agree in writing.
(b) Without prejudice to the rights of Agent under the Agreement, the parties hereby agree
that, for purposes of section 19(12)(c) of the Ordinance, the Borrower will only be
considered to have failed to comply with the demand of Agent for the return of Loaned
Securities only if the Borrower fails to return Loaned Securities to Agent within a time
period ultimately found to be acceptable to Agent."
2. Obligations under the Ordinance
"The Borrower acknowledges that there are certain filing and reporting and other such
requirements for stocklending and borrowing transactions under the Ordinance and it is the sole
responsibility of the Borrower to adhere to and comply with the Ordinance and/or the
requirements of the Collector under the Ordinance. The Agent agrees to provide such
documentation as may be reasonably necessary and which is under the control or authority of the
Agent to the Borrower in timely manner in order for the Borrower to fulfil its obligations in this
respect provided that the Borrower shall have given reasonable notice to the Agent of any such
requirement and the information so required.
If the Borrower shall fail to perform any of its undertakings hereunder the Agent may take such
actions as may be necessary to correct such failure at the cost and expense of the Borrower. In
addition, Agent may, in its sole discretion, notify the Parties to this Rider and the date of
execution of this Rider to the Collector."
In addition to the provisions of the Agreement, the Borrower undertakes to Agent that:
"(a) in accordance with paragraph 12.4, it will promptly to pay and account for any tax, registration or
similar charges or duties or taxes ( including, for the avoidance of doubt, stamp duty) charged on
the Agent in connection with any transaction effected pursuant to, or contemplated by, the
Agreement as amended herein; and
(b) in accordance paragraph 12.5, it will indemnify and keep indemnified the Agent absent the extent
of any negligence, fraud or wilful default on the part of the Agent, against any liability arising as
a result of the Borrower's failure to fulfil its obligations under sub-paragraph (a) above."
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Appendix 2
List of Principals (Paragraph 6 to the Schedule)
• AG0020419
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GLOBAL MASTER SECURITIES LENDING AGREEMENT
2026 UK TAX ADDENDUM
We hereby agree that the attached Global Master Securities Lending Agreement (Security Interest
over Collateral – 2018 version) (the GMSLA Pledge 2018) (the Agreement) shall from the date of
this Addendum be subject to the following and supplemental terms:-
1. Disapplication of any previous Addendum
1.1 This Addendum shall supersede any previous UK Tax Addendum or equivalent or
similar agreement between the parties (the Previous Addendum) and any Previous
Addendum shall no longer apply.
1.2 The purpose of this Addendum is to:
1.2.1 identify situations in which a Party may be required to withhold UK income
tax from manufactured payments made to the other Party pursuant to the
relevant Agreement; and
1.2.2 where this is the case, to ascertain whether, by virtue of reliance upon
warranties provided to it by the other Party pursuant to this Addendum with
respect to such other Party’s location and status, the Party making such
payment may be entitled to do so without withholding such tax.
2. Application of this Addendum
This Addendum shall apply where each of paragraphs (a), (b) and (c) below applies:
(a) Manufactured Payment: this paragraph applies where a payment is made by:
i. Borrower under paragraph 6.1 of the GMSLA Pledge 2018
(each a Payer of a Manufactured Payment).
(b) UK Payer: this paragraph applies where such Payer of a Manufactured Payment
either:
i. is UK tax resident (except where the payment is an Exempt Branch Payment); or
ii. not being UK tax resident, makes such payment in the course of a trade which it
carries on through a permanent establishment in the UK.
(c) Net Paying Securities: this paragraph applies where the Loaned Securities or Non-
Cash Collateral (as the case may be) comprise or include:
i. REIT Shares;
ii. PAIF Shares; or
iii. Net Paying Debt Securities
(each a Net Paying UK Security).
3. Disapplication of Gross Up
Except as otherwise agreed in writing between the Parties, the Payer of a Manufactured
Payment shall not be obliged to pay an additional amount under paragraph 12.2(d) of the
Agreement in respect of any payment in connection with a Net Paying UK Security made under
paragraph 6.1 of the GMSLA Pledge 2018.
4. Application of Warranties
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When determining whether any deduction or withholding is required under paragraph 12.1 of
GMSLA Pledge 2018, as the case may be, a Payer of a Manufactured Payment shall (acting
reasonably) take account of:
(a) any warranty made by the other Party under paragraph 5 of this Addendum as
stipulated in the Schedule; and
(b) any other relevant documentation, certification or notice, or warranty, representation
or confirmation provided in writing by the other Party.
5. Warranties
5.1 Lender warrants to the other Party on a continuing basis that, unless otherwise
notified in writing to that Party, it is a person or body as described in the paragraphs
below as stipulated in the Schedule:
(a) UK companies and other bodies:
i. A company resident in the UK for corporation tax purposes (other than a
Tax Elected Fund);
ii. A person or body as described in regulation 7(3) of the REITs Regulations,
such as a charity, local authority or office of the Crown; or
iii. A person as described in regulation 7(4) of the REITs Regulations, such as
the scheme administrator of a registered pension scheme, the account
provider for a child trust fund or the manager of an individual savings
account or personal equity plan where the payment is to be applied for the
purposes of the scheme, fund, account or plan in respect of which the
recipient has duties.
(b) UK branch: A company that is not resident in the UK but carries on a trade in
the UK through a permanent establishment and is required to bring any such
payment into account in computing its chargeable profits for UK corporation
tax purposes (other than a Tax Elected Fund).
(c) Partnerships:
i. A partnership each partner of which is a person or body as described in
paragraphs 5.1(a) or 5.1(b) above; or
ii. A partnership one or more (but not all) of whose members is a person or
body as described in paragraphs 5.1(a) or 5.1(b) above.
(d) None of the above.
5.2 Beneficial entitlement: In the case of warranties set out in paragraph 5.1(a)(i), (a)(ii)
and (b) above, and warranty (c) above insofar as the partners of the partnership are
such persons as are mentioned in warranties 5.1(a)(i), 5.1(a)(ii) and/or 5.1(b) above,
the relevant Party also warrants that it is beneficially entitled to the payment in
question.
5.3 To the extent that no such stipulation is made in the Schedule by a Party then it shall
be assumed that paragraph 5.1(d) applies with respect to that Party.
6. Interpretation
6.1 In this Addendum the following definitions shall apply:
AIF (Tax) Regulations means the Authorised Investment Funds (Tax) Regulations
2006 (SI 2006/964);
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Exempt Branch Payment means a payment where both (i) section 18A of the
Corporation Tax Act 2009 has effect in relation to the Payer of a Manufactured
Payment for the accounting period in which the payment is made, and (ii) the
payment is made in the course of a trade which the Payer of a Manufactured Payment
carries on through a permanent establishment in a territory outside the UK;
Net Paying Debt Securities means securities (including any loan stock or any similar
security, but excluding shares) of any UK resident company, the UK government (or
any local authority or other public authority in the UK) or other UK resident body,
where interest in respect of such securities is payable subject to deduction of UK
income tax;
Net Paying UK Securities means REIT Shares, PAIF Shares and/or Net Paying Debt
Securities;
PAIF Shares means shares in an open-ended investment company to which Part 4A
of the AIF (Tax) Regulations applies;
Payer of a Manufactured Payment means a Party described in paragraph 2(a) of
this Addendum;
REITs Regulations means the REITS (Assessment and Recovery of Tax)
Regulations 2006, SI 2006/2867;
REIT Shares means shares in a company UK REIT or the principal company of a
group UK REIT (each as defined in Part 12 of the Corporation Tax Act 2010); and
Tax Elected Fund means an authorised investment fund to which Part 4B of the AIF
(Tax) Regulations applies.
6.2 Terms to which a defined meaning is given in the relevant Agreement have the same
meaning in this Addendum.
6.3 Any reference to a provision of law includes references to that provision as amended,
consolidated or re-enacted.
S
igned by )
J.P. MORGAN SECURITIES PLC )
Duly authorised for and on )
behalf of )
S
igned by )
THE NORTHERN TRUST COMPANY )
Acting as agent on behalf of the Principal)
Duly authorised for and on )
behalf of )
S
CHEDULE
G
MSLA Pledge 2018
Lender warrants that paragraph 5.1 and paragraph 5.2 shall not apply in relation to it.
James Carter
Executive Director
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Vice President
Mar-13-2026
Andy Smith
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GLOBAL MASTER SECURITIES LENDING AGREEMENT
2020 US TAX ADDENDUM (SECURITY INTEREST OVER COLLATERAL)
We hereby agree that the attached Global Master Securities Lending Agreement (Security
Interest Over Collateral) dated ________________________ (the Agreement) shall as from
the date of this Addendum be subject to the following and supplemental terms:-
1. W
ARRANTIES AND DOCUMENTATION
1.1 When determining whether any US Tax is required to be deducted or withheld from
any payment under the Agreement, each Party shall take account of any US Withholding
Certificate or other form, documentation, warranty, representation, certification or notice
provided by the other Party.
1.2 Each Party agrees to deliver to the other Party, upon reasonable request by such other
Party, (a) a US Withholding Certificate and (b) other FATCA Information. Any such US
Withholding Certificate or FATCA Information shall be accurate and completed in a manner
reasonably satisfactory to such other Party and shall be executed and delivered with any
reasonably required certification by such date as is agreed between the Parties or, failing such
agreement, as soon as reasonably practicable. Each Party agrees that if any US Withholding
Certificate or FATCA Information provided pursuant to this paragraph becomes incorrect,
inaccurate or incomplete, such Party shall promptly update such US Withholding Certificate or
FATCA Information or promptly notify the other Party in writing of its legal inability to do so.
1.3 Paragraph 12.3 of the Agreement is amended to delete the words “(so long as the
completion, execution or submission of such form or document, or the provision of such
cooperation or assistance, would not materially prejudice the legal or commercial position of
the Party in receipt of such demand)” from the paragraph.
2. A
DJUSTMENTS TO WITHHOLDING AND ADDITIONAL AMOUNTS
2.1 Notwithstanding paragraph 6 and sub-paragraph 12.2(d) of the Agreement:
(a) Paragraph 6.1 “Manufactured payments in respect of Loaned Securities” shall be
amended by removing the full stop at the end of the paragraph and adding the following
wording: “except any US Tax that would be imposed on such Income is disregarded in
determining the amount that shall be paid or delivered by the Borrower to the Lender
hereunder.”
(b) Sub-paragraph 12.2(d) shall be amended by deleting the full stop at the end of the
paragraph, and inserting the following wording: “or paragraph 1.2 of the 2020 US Tax
Addendum or, solely in the case of US Tax, to the extent either (i) the Tax is imposed
or collected under FATCA, or (ii) Tax of an equivalent or greater amount would have
been withheld or deducted in respect of Income paid or distributed on Loaned Securities
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had the Loaned Securities been retained by the Recipient. Payer shall be entitled to rely
upon any certificate, document or information provided by the Recipient, or the absence
of such items, in determining whether additional amounts are required to be paid.”
3. I
NDEMNITY
If (a) Payer is required by Applicable Law, as modified by the practice of any government or
other taxing authority, to make any deduction or withholding in respect of which Payer would
not be required to pay additional amounts to Recipient under this Agreement or this Addendum,
(b) Payer does not so deduct or withhold, and (c) a liability resulting from such Tax is assessed
directly against Payer, then, except to the extent Recipient has satisfied or then satisfies such
liability, Recipient will promptly pay to Payer the amount of such liability (including any
related liability for interest or penalties, but including any related liability for penalties only if
Recipient has failed to comply with or perform any agreement contained in paragraph 12.3 of
the Agreement and paragraph 1.2 of this Addendum, except that in no event shall Recipient be
responsible to pay any such penalties to the extent the penalties are imposed solely as a result
of Payer’s gross negligence or wilful misconduct).
4. A
GENCY LOANS
4.1 In the case of any Agency Loan, the rights and obligations under paragraphs 1.1 and
1.2 of this Addendum and sub-paragraphs 12.2(a), 12.2(b), 12.2(c) and 12.3 of the Agreement
applicable to Lender shall be deemed to apply to Agent.
4.2 In the case of any payment under an Agency Loan:
(a) for purposes of sub-paragraph 2.1(a) of this Addendum and paragraph 6.1 of the
Agreement, any US Tax that would be imposed on the Income to which such
payment relates if the Loaned Securities were held by Agent on behalf of
Principal is also disregarded in determining the amount that shall be paid or
delivered by the Borrower; and
(b) when determining whether any US Tax is required to be deducted or withheld
from a payment under an Agency Loan, the Borrower shall take account of any
US Withholding Certificate or other form, documentation, warranty,
representation, certification or notice provided by the Agent.
5. OTHER AMENDMENTS
5.1 The following will be added to the end of the definition of the term “Equivalent or
equivalent to” in the Agreement:
“in each case, without taking into account any deduction or withholding imposed or
collected in connection with FATCA with respect to the proceeds of a redemption of
Loaned Securities, or money or other property received in respect of Loaned Securities,
that is imposed due to Borrower’s non-compliance with FATCA.”
5.2 The following definitions shall be added to paragraph 2.1 of the Agreement:
Code means the Internal Revenue Code of 1986, as amended, of the United States of
America;
Docusign Envelope ID: 83A036F8-8003-4204-9D56-1AC1B8780AAE
10205601254-v4 7041017451
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FATCA means sections 1471 to 1474 of the Code, any current or future regulations or
official interpretations thereof, any agreement entered into pursuant to section 1471(b)
of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant
to any intergovernmental agreement entered into in connection with the implementation
of such sections of the Code;
FATCA Compliant Entity means a Party that is entitled to receive payments free from
any FATCA Withholding Tax;
FATCA Withholding Tax means tax required to be withheld from any payment under
FATCA;
6.I
NTERPRETATION
6.1 In this Addendum the following definitions shall apply:
FATCA Information means forms, documentation and other information relating to a
either Party’s status under FATCA as that other Party reasonably requests for the
purposes of that other Party’s compliance with FATCA.
US Tax means tax required to be withheld from any payment under any of sections
1441, 1442, 1443 or 1445 of the Code and any FATCA Withholding Tax.
US Withholding Certificate means any “withholding certificate” within the meaning
of §1.1441-1(c)(16) of the United States Treasury Regulations, or any successor
guidance, and includes any permissible substitute form.
6.2 Terms to which a defined meaning is given in the Agreement have the same meanings
in this Addendum.
6.3 Unless otherwise specified, references to paragraphs in this Addendum are to
paragraphs in the Agreement.
6.4 Any reference to a provision of law includes references to that provision as amended,
consolidated or re-enacted.
Signed by )
J.P. MORGAN SECURITIES PLC )
Duly authorised for and on )
behalf of )
S
igned by )
THE NORTHERN TRUST COMPANY )
Acting as agent on behalf of the Principal)
Duly authorised for and on )
behalf of )
James Carter
Executive Director
Docusign Envelope ID: 83A036F8-8003-4204-9D56-1AC1B8780AAE
Andy Smith
Vice President
Mar-13-2026
Copyright © 2018
International Securities Lending Association
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AGENCY ANNEX
1. TRANSACTIONS ENTERED INTO AS AGENT
1.1 Power for Lender to enter into Loans as agent
Subject to the following provisions of this paragraph, where Lender has indicated in
paragraph 6 of the Schedule that it will act as agent (a) Lender may enter into Loans as
agent (in such capacity, the Agent) for a third person identified as a Principal in such
paragraph (a Principal), whether as custodian or investment manager or otherwise (a
Loan so entered into being referred to in this paragraph as an Agency Loan) and (b)
Lender will not enter into any Loans other than Agency Loans entered into in
accordance with the provisions of this Agency Annex.
1.2 Conditions for Agency Loan
Lender may enter into an Agency Loan if, but only if:
(a) it provides to Borrower, prior to effecting any Agency Loan, such information
in its possession necessary to complete all required fields in the format generally
used in the industry, or as otherwise agreed by Agent and Borrower (Agreed
Format), and will use its best efforts to provide to Borrower any optional
information that may be requested by Borrower for the purpose of identifying
each Principal (all such information being the Principal Information). Agent
represents and warrants that the Principal Information is true and accurate to the
best of its knowledge and has been provided to it by Principal;
(b) it enters into that Loan on behalf of a single Principal whose identity is disclosed
to Borrower (whether by name or by reference to a code or identifier which the
Parties have agreed will be used to refer to a specified Principal) at the time
when it enters into the Loan in the Agreed Format or as otherwise agreed
between the Parties; and
(c) it has at the time when the Loan is entered into actual authority to enter into the
Loan and to perform on behalf of that Principal all of that Principal's obligations
under the agreement referred to in paragraph 1.4(b) below.
Agent agrees that it will not effect any Loan with Borrower on behalf of any Principal
unless Borrower has not notified Agent in the Agreed Format that Borrower has
withdrawn its approval of such Principal (such Principal, an Approved Principal).
Borrower acknowledges that Agent shall not have any obligation to provide it with
confidential information regarding the financial status of its Principals; Agent agrees,
however, that it will assist Borrower in obtaining from Agent's Principals such
information regarding the financial status of such Principals as Borrower may
reasonably request.
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1.3 Notification by Agent of certain events affecting any Principal
Agent undertakes that, if it enters as agent into an Agency Loan, forthwith upon
becoming aware:
(a) of any event which constitutes an Act of Insolvency with respect to the relevant
Principal; or
(b) of any breach of any of the warranties given in paragraph 1.5 below or of any
event or circumstance which results in any such warranty being untrue if
repeated by reference to the then current facts,
it will inform Borrower of that fact and will, if so required by Borrower, furnish it with
such additional information as it may reasonably request to the extent that such
information is readily obtainable by Agent.
1.4 Status of Agency Loan
(a) Each Agency Loan shall be a transaction between the relevant Principal and Borrower
and no person other than the relevant Principal and Borrower shall be a party to or have
any rights or obligations under an Agency Loan or the related Security Agreement and
Control Agreement. Without limiting the foregoing, Agent shall not be liable as
principal for the performance of an Agency Loan, but this is without prejudice to any
liability of Agent under any other provision of this Annex; and
(b) all the provisions of the Agreement shall apply separately as between Borrower and
each Principal for whom the Agent has entered into an Agency Loan or Agency Loans
as if each such Principal were a party to a separate agreement with Borrower in all
respects identical with this Agreement other than this Annex and as if the Principal
were Lender in respect of that agreement; provided that
(i) if there occurs in relation to the Agent an Event of Default or an event which
would constitute an Event of Default if Borrower served written notice under
paragraph 10.1 of the Agreement, Borrower shall be entitled by giving written
notice to the Principal (which notice shall be validly given if given in
accordance with paragraph 20 of the Agreement) to declare that by reason of
that event an Event of Default is to be treated as occurring in relation to the
Principal. If Borrower gives such a notice then an Event of Default shall be
treated as occurring in relation to the Principal at the time when the notice is
deemed to be given; and
(ii) if the Principal is neither incorporated in nor has established a place of business
in Great Britain, the Principal shall for the purposes of the agreement referred
to in paragraph 1.4(b) above be deemed to have appointed as its agent to receive
on its behalf service of process in the courts of England the Agent, or if the
Agent is neither incorporated nor has established a place of business in Great
Britain, the person appointed by the Agent for the purposes of this Agreement,
or such other person as the Principal may from time to time specify in a written
notice given to the other Party.
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International Securities Lending Association
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1.5 Warranty of authority by Lender acting as Agent
Agent warrants to Borrower that it will, on every occasion on which it enters or purports
to enter into a Loan as an Agency Loan, have been duly authorised to enter into that
Loan and perform the obligations arising under such Loan on behalf of the Principal in
respect of that Loan and to perform on behalf of the Principal all the obligations of that
person under the agreement referred to in paragraph 1.4(b) above.
Docusign Envelope ID: 83A036F8-8003-4204-9D56-1AC1B8780AAE
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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