Agreement between

You

-and-

 Global Shares Execution Services Limited

For use of the Global Shares Employee Share Account Service for

Bell Food Group AG

Introduction

Bell Food Group AG (the “Company”) has agreed that Global Shares (as defined below) will provide certain services to the Company and also to you. This is because you are a current or former employee of the Company or an affiliated company (jointly “Bell Food Group”) and you are a member of an employee share plan operated by the Company. This agreement is between you and Global Shares. It sets out the basis on which we provide our services to you.

Our contact email address is bellfoodgroup@globalshares.com.

In several places there are particularly important warnings or disclaimers which we want to bring to your attention. They will be highlighted like the text below:

Part 1 - Defined Terms

We use defined terms throughout this agreement. You should read them to ensure you can understand this agreement. Headings are for ease of reading only and do not form part of this agreement. In this agreement, the following words and phrases have the meaning as set out below:

Part 2 - Use of the Employee Share Account Service

1.       What is the Employee Share Account Service?

1.1.          The Employee Share Account Service is made available to you by arrangement with the Company. It is being made available because you are a current employee of the Bell Food Group and you are a participant in the Share Plan. The Employee Share Account Service consists of several services as set out in the definition in Part 1 of this agreement.

1.2.          The Share Account Service can solely be used for purchasing, administrating and selling Shares in the Company.

1.3.          This agreement covers all the services which Global Shares might provide to you. You might not avail of all of the services straight away when you accept this agreement, but if you use those services at a later stage, then this agreement will apply.

1.4.          Each time you issue any Orders or other instructions to us or access EquityGateway, you represent to us and agree that you have read and understood these terms and conditions and have agreed to be bound by these terms and conditions.

1.5.          You agree to deposit your Securities into the Employee Share Account upon the Award or Option vesting, maturing, being exercised or released (as appropriate) of a Share Plan via the Employee Share Account.

1.6.          For the avoidance of doubt, any Option(s) or Award(s) that you may have pursuant to a Share Plan will not be held on your behalf within the Employee Share Account – you hold such Option(s) or Award(s) yourself. As such your Option(s) or Award(s) will not be effected in the event that we or a Nominee become insolvent.

1.7.          The Employee Share Account Service is only available to individuals, who participate in a Share Plan with the Company. If you wish to use this service, it is solely your responsibility to ensure that you are legally permitted to join the Employee Share Account Service, to complete any necessary formalities and to inform yourself about and observe any applicable legal requirements including (without limitation) any reporting, tax or exchange control requirements as these relate to your participation in the Employee Share Account Service. Where these terms and conditions have been received in a country where the provisions of such a service would be contrary to local laws or regulatory procedures or legal formalities, these terms and conditions should be treated as being for information purposes only. If there is any doubt regarding your suitability to join the Employee Share Account Service, you should seek independent professional advice. Should it materialise that you are subject to the jurisdiction where the provisions of such a service would be contrary to local laws or regulatory procedures or legal formalities we may, at our discretion or at the direction of the Company, cancel your participation in the Employee Share Account Service.

1.8.          You will be legal owner of any and all Securities, Options, Awards and/or rights, advantages and financial means deriving from your participation in the EquityGateway, unless you choose to take advantage of our Nominee service (see clause 4).

2.       You will be categorised as a Retail Client

2.1            In relation to the investment services subject to regulation by the Malta Financial Services Authority under the MiFID legislation, you shall be categorised as a retail client. You may request to be categorised as a professional client by contacting Global Shares Ireland via EquityGateway or by post to Building D, West Cork Technology Park, Clonakilty, Co. Cork, Ireland. However, please note that as a retail client you will receive this highest level of protection under the relevant legislation.

3.       Who provides the Employee Share Account Service?

3.1            The Employee Share Account Service is administered by Global Shares ESL on behalf of and under an arrangement with the Company. Global Shares ESL is an authorised MiFID investment firm and is regulated by the Malta Financial Services Authority to provide certain investment services.

4.       Use of Nominee Company

4.1         Global Shares ESL uses Global Shares Nominees as its Nominee to administer your money and Securities if you choose to use our Nominee service. Global Shares Nominees is a company which does nothing else but administer money and Securities for clients of Global Shares ESL. In this way, your Securities and money are separated from the capital of Global Shares ESL and remain available for you, even if Global Shares ESL entered into insolvency.  In case you use our Nominee service, the Nominee will be the legal owner of the Securities. You would then be the beneficial owner of the Securities.

4.2         Global Shares ESL is fully authorised by Global Shares Nominees to act and contract on behalf of Global Shares Nominees. Global Shares ESL enters into this agreement with you for itself and on behalf of Global Shares Nominees. Rights and obligations concluded in this agreement and which relate to the holding of Securities are concluded by Global Shares ESL on behalf of Global Shares Nominees. All communication and instructions between you and Global Shares Nominees go through Global Shares ESL as authorised representative of Global Shares Nominees. You hereby grant Global Shares ESL an irrevocable power of attorney to give instructions to Global Shares Nominees on your behalf to process your instructions and Orders and to collect and transmit the agreed Costs to Global Shares and to perform your other obligations under this agreement.

4.3         We may arrange for a different Nominee to hold your Securities for you. The Nominee may be a member of the Global Shares Group or we may appoint a third party. If we appoint a third party, the Securities will be held at your risk on such terms and conditions as such third party may require. We will exercise reasonable care in the selection of any such third party. We shall be entitled to grant it liens and / or other security interests over the Securities to the extent allowed by law. The Nominee will be the legal owner of the Securities, bound by the constitutional documents of the Company in relation to those Securities. You will remain the beneficial owner of the Securities.

4.4         We and the Nominee are only bound by your interest in your Securities and cannot be bound by the interests of any third party. Therefore you must not give any other person rights over your Securities or assign this agreement or any rights, benefits or obligations under the terms of this agreement to any person or entity. We will not recognise any trust or third party rights or interests in relation to Securities held by us or the Nominee and notice of any such trust will not be binding on us.

4.5         We or any Nominee will hold the Securities in uncertificated form, unless otherwise agreed in writing.

4.6         We have an absolute discretion to refuse to accept any application to transfer Securities into our or the Nominee’s name.

5.       Banks and Custodians

5.1            Global Shares will administer all money and Securities, which you hold with us, with third parties such as banks, custodians and clearing houses.

5.2            You authorise us to pool any Securities and money we hold on your behalf in any relevant custody omnibus or bank omnibus accounts respectively. You understand and accept that by pooling your Securities and money with those of other clients, you retain all rights you have as the beneficial owner but that your entitlement will not be identifiable by separate share certificates or other electronic records of title or ownership. All client money the Nominee holds on your behalf will be maintained in an appropriately designated and named client asset bank account at an EU-approved. In the event that we, a Nominee, bank or third party became insolvent, any irreconcilable shortfalls in Securities or money in the omnibus accounts may be pro-rated with all other participants in the relevant omnibus accounts and you may not recover all of your Securities or money. If, for operational, legal or regulatory purposes, Global Shares is required to maintain your Securities or money in a Nominee or with a third party based in a jurisdiction outside of the EU , then we will take all reasonable steps to protect the Securities or money in accordance with the local equivalent law and rules with regard to how your Securities or money are treated. These may be different to those in the EU and your rights in the event of insolvency may be reduced.

6.       Appropriateness and Suitability Test

6.1            MiFID requires investment firms providing certain investment advisory services which include the buying and selling of complex products to apply an appropriateness test to each of its customers. The test is used to assess a customer’s knowledge and experience in the investment sector relating to the buying and selling of complex products.

6.2            Complex products can be anything that is not defined as a non-complex product. Non-complex products include shares listed on a recognised stock exchange; money market instruments; bonds and units / shares in UCITS qualifying collective investment scheme.

6.3            By accepting these terms and conditions you agree that Global Shares is not required to undertake the appropriateness test on you as the Employee Share Account Service only facilitates the purchase and/or sale of non-complex products i.e. Securities, on an execution-only basis, and Global Shares does not provide investment advice.

7.       Communications and Authorisation to Pay

7.1            You irrevocably and unconditionally authorise us to act as your agent and to instruct the Broker, clearing house, custodian, payment or foreign exchange agent to transfer money to make the necessary payments to the issuer, tax authority or your personal bank account as per the details provided via EquityGateway.

7.2            We will assume that any communication which comes from you is from you and we will assume that any document which we receive and which appears to have been signed by you has been authorised by you. We will not be required to establish the authority of anyone quoting or using your Security Details. Please keep these details safe since their object is to prevent fraud.

7.3            You irrevocably and unconditionally appoint us to act as your agent when we undertake a sale or transfer of your Securities. By agreeing to be bound by these terms and conditions, you give us your authority to sign, complete and deliver any transfer form or other document and to do anything else we think necessary or desirable to give effect to your instructions and these terms and conditions and/or to facilitate us administering your Securities for you subject to these terms and conditions.

8.       Termination of Employment

8.1            If your employment with the Bell Food Group ceases, in relation to your Securities, you have a period of six (6) weeks following (a) the date of cessation of your employment (the “Cessation Date”) or (b) the date of expiration of the Holding Period, depending on which date occurs last, to either:

8.1.1         instruct us to sell your Securities and return the proceeds to you along with any money we administer for you in your Employee Share Account; or

8.1.2         instruct us to transfer your Securities into your own name and send you any money we administer for you in your Employee Share Account.

8.2            If your employment with the Bell Food Group has already ceased prior to your accepting these terms and conditions, then the period of six (6) weeks referred to in clause 8.1 shall commence on December 1, 2018.

8.3            It is your responsibility to instruct Global Shares if you want to exercise your Options before they lapse. Global Shares will not be responsible for any delay or inaction on your part, and will not be liable for any losses due to Options or Awards lapsing.

8.4            If you instruct us to sell all your Securities in accordance with clause 8.1.1, we will only sell whole numbers of Securities.

8.5            If your employment with the Bell Food Group ceases and if you have not sold or transferred your Securities within the period of six (6) weeks following (a) the Cessation Date or (b) the date of expiration of the Holding Period, depending on which date occurs last, you agree that your Securities may be sold by us on your behalf and any monies resulting from the sale of your Securities will be paid to you either

8.5.1         by electronic transfer to the Bank Account; or

8.5.2         if no such bank account details are held on file, we will attempt to contact you prior to a sale of your Securities by us on your behalf to obtain bank account details and we will pay to that bank account.

8.6            Subject to clause 8.7, in the event that we cannot obtain bank account details from you, we shall sell your Securities and send the proceeds to your previous employer so that it may pay such proceeds to you. By agreeing to these terms and conditions you agree that we discharge all duties and obligations which we owe to you in respect of proceeds at the time they are sent to your previous employer.

8.7            In the event that we cannot send you the proceeds and/or money in accordance with the preceding paragraphs of this clause 8, you agree that we may keep the proceeds in your Employee Share Account and continue to administer your money until we obtain up to date and acceptable payment details from you.

8.8            If your employment with the Bell Food Group ceases, you will be required to furnish us with sufficient information and source of funds documentation for Anti-Money Laundering/Counter Financing of Terrorism legislation purposes. This normally takes the form of the documentation set out in clause 33.2, but we reserve the right to seek additional documentation and/or evidence.

8.9            Until you provide us with sufficient documentation and/or information, your Employee Share Account will be restricted preventing you from submitting sale or transfer Orders to us. Global Shares shall not be responsible for any losses due to your not being able to exercise Options, trade or otherwise utilise your account.

8.10        If we are not satisfied with the documents and/or information supplied by you to us pursuant to clause 8.7 (or if you do not provide them within a 30 day time period), we may, at our absolute discretion, discontinue your use of the Employee Share Account Service and you will be deemed to have submitted a Deemed Sell Order to us.

9.       Return of Money to You

9.1            Subject to clause 16 below, we may return any monies to:

9.1.1         the member of the Bell Food Group which you are (or were) employed by so that it may pay such monies to you;

9.1.2         you; or

9.1.3         the administrator or executor of your estate

                in each of the following circumstances:

a) If you no longer participate in the Share Plan;

b) If you exercise your cancellation rights in accordance with clause 25 below;

c) If you want to stop using the Employee Share Account Service and have all of your Securities transferred into your own name;

d) If we advise you that we no longer wish to administer Securities on your behalf and that all of your Securities should be transferred into your own name;

e) If you are deemed to have issued a Deemed Sell Order; or

f) If we receive formal notice of your death, bankruptcy or mental incapacity.

10.   Interest

10.1        We will not pay interest on monies received or held by us.

11.   Exercise of your Options

11.1        You can instruct us to exercise your Options in full or in part and:

11.1.1     arrange for all of the Securities to be put into your Employee Share Account and, if you wish, sell such Securities below; or

11.1.2     if the Share Plan provides for it, send your instruction to the Company so that it may send a Cash Payment.

11.2        Your instruction can be 1) an express instruction issued by you or 2) a deemed instruction from you triggered by the occurrence of a certain event in accordance with these terms and conditions or the Share Plan Rules.

11.3     Any Securities which have not been sold will continue to be held in your Employee Share Account.

12.   Selling or Transferring your Securities

12.1        In all circumstances other than those outlined in clause 11 above, you may instruct us to sell or transfer:

12.1.1     Some of your Securities (by selecting specific Securities), or

12.1.2     All of your Securities.

12.2        You can only sell whole numbers of Securities, unless otherwise agreed.

12.3        You must complete an online instruction to us via EquityGateway in order to sell your Securities, unless another process has been agreed. Such an instruction can be an express instruction issued by you or a deemed instruction from you (such as a Deemed Sell Order) which is triggered by the occurrence of a certain event in accordance with these terms and conditions or the Share Plan Rules.

12.4        If we have received and accepted an instruction from you to transfer the Securities into your own name, but we are not in receipt of cleared money with respect to any transfer fee payable, we may cancel your instruction.

12.5        If you instruct us to transfer your Securities and we do not accept your instruction, we will contact you to tell you why. If you do not provide us with any requested information in the time given, we may cancel your instruction and any advance payment will be refunded.

12.6        You will normally only be able to transfer your Securities into your own name or to a third-party brokerage account in your name.

12.7        In the absence of a valid instruction to the contrary, to the extent possible, Securities are sold or transferred on a “first in, first out” basis.

13.   How and when we will carry out your Instructions

13.1        When we receive a valid sale instruction from you, we will aim to instruct the Broker to execute the sale of your Securities (subject to any Limit Order) on your behalf. Where appropriate, the sale may occur on that Business Day or may be delayed to another day in accordance with normal practice on that Exchange.

13.2        Before we carry out any instructions or execute any Orders, we may require authorisation from the Bell Food Group. In that case, you expressly agree and acknowledge that the Bell Food Group will have access to and visibility of your instructions and Orders to us and may change them or cancel them. This may delay your Instructions being carried out. You should liaise with the Bell Food Group to ascertain its policy and practice in this regard.

13.3        You hereby irrevocably and unconditionally appoint us to act as your agent when we execute your instructions and Orders. By submitting an instruction pursuant to the Employee Share Account Service, you give us your authority to sign, complete and deliver any transfer form or other document and to do anything else we think necessary or desirable to give effect to your instructions.

13.4        By instructing us to

13.4.1     exercise your Option,

13.4.2     sell or transfer your Securities or

13.4.3     liaise with the Company to facilitate its obligation to send a Cash Payment to you on your behalf, as appropriate,

you warrant and represent to us that you are entitled to do so, that your Option is valid and extant and capable of being exercised by you and that no other person has any rights, interests or charges in or over such Options, Securities or Cash Payment.

13.5        In order to sell your Securities we will use a Broker. We undertake to reasonable care in the selection and continued use of such Brokers and will indemnify you for losses or expenses suffered or incurred by you as a result of any acts or omissions of such Broker. Our indemnity under this clause 13.5 shall be limited to the actual direct losses resulting from a transaction processed through your Employee Share Account. You agree to assign any rights you have against the Broker, Custodian or other third party to us so we may enforce those rights against them and authorise us to take any action required on your behalf to mitigate any such loss.

13.6        You acknowledge that orders above a certain size may be subject to manual review and entry which may cause delays in processing your instruction. All such orders will be processed as soon as practicable.

13.7        We may aggregate your order with instructions we receive from other participants using the Employee Share Account Service. The Broker may also aggregate the instruction we provide to it with instructions it receives from its other clients. This may result in a more or less favourable price than if your instruction had been executed separately.

14.   Market Orders and Limit Orders

14.1        If allowed by the arrangement between Global Shares and the Company, you may submit a Limit Order. Where Limit Orders are not supported, you may not specify the price or the minimum price at which Securities are to be sold for you.

14.2        If you do not place a Limit Order, your Order will be deemed to be a Market Order.

14.3        If you place a Limit Order and we accept such instruction to sell, your instruction will be valid

14.3.1     until your Order is executed, as long as this is by close of the trading hours of the Exchange that day if you select “Day Limit Order”, or

14.3.2     within the number of calendar days validly specified from the instruction being placed on the market if you select “Good ‘Til Date” (the “limit order period”).

14.4        If the Limit Price is not reached within the limit order period, your Order will automatically be cancelled and you will be notified of this fact on EquityGateway.

14.5        If the Limit Order is not reached by the time a Close Period begins, you must cancel your instruction via EquityGateway (or it may be cancelled automatically) and resubmit your instruction (if you require) on expiry of the Close Period. For these purposes a “Close Period” is a period during which you may be restricted from trading under the Company’s share dealing policy. We reserve the right to cancel any such Limit Order if you have not done so by the time a Close Period begins.

14.6        Limit Orders may be cancelled, but not changed, at any time before the order is executed. If you wish to change your Limit Order, you must cancel the initial instruction and then submit a new instruction.

14.7        If we are notified that your Option lapses, any Limit Order which you have in place which has not been executed will be cancelled by us.

14.8        If we received a large number of Limit Orders at the same price, or your Limit Order relates to a large number of Securities, it may not be possible for us to execute your Order before the price of the security falls below the Limit Price. We will try to execute instructions for the same Limit Price in order of receipt.

14.9        In general, you agree to details of your Order being made public and/or shared with any relevant regulator in accordance with legislation.

14.10    Should the market value of the Securities change due to an event such as, but not limited to, a corporate action, we may cancel any Limit Order in place which has not yet been executed.

15.   Tax

15.1        A member of the Bell Food Group may withhold the Tax in respect of the exercise of your Option or Vesting of your Awards levied in relevant jurisdiction(s).

15.2        Tax may be calculated by the Appointed Tax Agent or by a member of the Bell Food Group.

15.3        The Bell Food Group may send the tax to the relevant tax authority on your behalf.

16.   Sale proceeds and Payment Methods

16.1        If you instruct us to sell any of your Securities, we will send any sale proceeds to your Bank Account after deduction of taxes and other mandatory payments. Alternatively, if the Company provides for it, we may send any sale proceeds to the Company for it to pay you via payroll and you accept we will have no further responsibility to you after we have sent the sale proceeds to the Company.

16.2        If you require the proceeds to be converted into another currency, these terms and conditions will apply.

16.3        If we can’t make the payment to you because we do not have sufficient bank account details, the sale proceeds will be held in a designated client asset bank account pending receipt of revised bank account details from you. We will not pay interest on monies held in this account.

16.4        The sale proceeds payable on the sale of your Securities will be received by Global Shares on the settlement date. The settlement date will normally be two or three Business Days following the date of the trade but will depend upon the standard practice of the market in which the Securities are traded. Global Shares is not obliged to make any payment to you until after it has received the sale proceeds. The Tax and Backup Withholding will be deducted from any sale proceeds and the balance, if any, will be remitted to you in accordance with this clause 16.

16.5        Subject to clause 11 above, we may send any Option Cost and any monies withheld for Tax to the Bell Food Group which you are (or were) employed by on your behalf following the exercise of any Option or Vesting of any Awards.

16.6        If you exercise your Option and this results in the delivery of a Cash Payment, it shall be the Company’s sole responsibility to send any Cash Payment to you.

16.7        We will not accept (and you should not give) any instructions to make payment to anyone other than you.

16.8        It will be your responsibility to update any change(s) to your Bank Account details on EquityGateway. Your Bank Account must be in your name.

16.9        Save in respect of Backup Withholding and any Tax deducted, neither we nor the member of the Bell Food Group which you are (or were) employed by will take into account any other taxes which may be levied on the exercise of your Option, Vesting of your Awards or sale or transfer of any Securities pursuant to the Employee Share Account Service. It is your sole responsibility to calculate, report and pay all your taxes.

17.   Acknowledgements

17.1        In the normal course, we will not expressly acknowledge your Orders, except that they will be visible on EquityGateway.

17.2        Where you have provided your email address we may acknowledge receipt of your sale instruction by email and, if applicable, may inform you by email when your Securities have been sold. We will not acknowledge receipt of any instruction to transfer your Securities.

17.3        Where the Broker effects the sale of Securities pursuant to the Employee Share Account Service, your contract note will be available to you within one Business Day of the receipt of confirmation from the Broker of the sale of your Securities. Your contract note will be placed on EquityGateway and a confirmation email will be sent to your email address held on our records. The contract note will detail, among other things, the number of Securities sold on your behalf, the price per security achieved, the time of the trade together with the Tax and Backup Withholding.

18.   Other Terms and Conditions

18.1        The decision to exercise your Options or sell or transfer your Securities is solely your responsibility. You should exercise your own judgement when making any decision in relation to any dealings in the Securities and ensuring that the Employee Share Account Service meets your own requirements.

18.2        You should seek your own investment, taxation, financial, legal or other advice from suitably qualified professional advisers before making any decision or giving us any instructions or Orders.

18.3        You acknowledge and agree that Securities values may go down as well as up and may result in you not receiving back the full amount invested. Historical performances are not indicators for future performances.

18.4        The price of Securities may fluctuate in the period after you send your instruction but before we receive it and it is executed.

18.5        We and/or the Broker and/or the Cash Payment Provider are entitled to deduct the Tax and Backup Withholding from your sale proceeds.

18.6        You may not cancel or amend any instructions to transfer Securities after expiration of the timeframe to preform your Option right under the Share Plan; then your request will be irrevocable by you.

18.7        Conflicts of Interest Any member of the Global Shares Group, the Cash Payment Provider, any Broker and our agents and subcontractors may effect transactions notwithstanding that it has a direct or indirect material interest or a relationship of any description with another party which may involve a conflict with its duty to participants using the Employee Share Account Service. We manage those conflicts of interest of which we are aware, and monitor the effectiveness of our policies and procedures on a regular basis. We make every effort to disclose our interests and those of our employees where it is suspected that a conflict of interest may arise.

18.8        Termination We may terminate the Employee Share Account Service solely in the event that

18.8.1     our contractual relationship with the Bell Food Group ceases and/or

18.8.2     after six (6) weeks after the latter of

18.8.2.1.   termination of your employment with the respective company of the Bell Food Group or

18.8.2.2.   the expiration of the Holding Period

18.8.3     we are prohibited by law from providing the services to you

by giving you 20 Business Days’ written notice of our intention to do so. We will request that you withdraw your Securities from the Employee Share Account Service within this notice period. If you do not do so, you will be deemed to have submitted a Deemed Sell Order to us. We may exercise our rights under this clause for any reason at any time without your consent.

18.9        Death, Bankruptcy or Mental Incapacity  If we receive formal notice of your death, bankruptcy or mental incapacity we will sell all your Securities or transfer all your Securities into the name of the duly appointed administrator or executor of your estate (or equivalent personal representative) in accordance with the instructions of such administrator or executor (or equivalent personal representative). These terms and conditions shall apply with the necessary changes having been made. Once the aforementioned sale or transfer has been effected we will then no longer administer the Securities for your estate, these terms and conditions will no longer apply to those Securities and, we will pay out any monies that we administer on your behalf. The Employee Share Account will no longer be made available to your estate.

18.10    While in the ordinary course we will seek to take instructions from your duly appointed administrator or executor (or equivalent personal representative), in the event we cannot obtain such instructions from them to our satisfaction, we reserve the right (at our absolute discretion) to either

18.10.1 obtain instructions from the Company or another member of the Bell Food Group; and/or

18.10.2 act in accordance with clauses 8.6 and 8.7 as if your employment with the Bell Food Group had ceased and we could not return your Securities and/or money to you.

19.   Dividends

19.1        In case Bell Food Group decides to pay out dividends using our service, dividends received by us in respect of the Securities will be paid out to you within fourteen (14) business days by electronic transfer to your Bank Account in accordance with this agreement.

19.2        If we or the Company are required by applicable law to make any deduction from any dividend or other payment due to you, we or the Company, may do so. We or the Company may also make deductions for stamp duty or other taxes (where known), or charges payable by us or the Company on dividends or other payments due to you or on related documents. In calculating such deductions we and the Company will round up to the nearest penny or cent as applicable (or, where different, the equivalent denomination of the same currency as that in which the Securities are denominated).

20.   Notifying the Company

20.1        If you are designated as an insider, a person discharging managerial responsibilities or similar, and if required by the Company, you authorise us to notify the Company of any trades completed by you.

21.   Corporate Actions

21.1        If you are entitled to receive extra Securities (for example, through a bonus or other capitalisation issue), we will automatically administer the new Securities for you under these terms and conditions.

21.2        If you are entitled to buy extra Securities (for example through a Rights Issue or a dividend reinvestment) we will, if applicable, subscribe for as many of the new Securities to which you are entitled as can be paid for by selling the balance of the rights (a “Sell to Cover” for the purposes of this clause 21) and administer such new Securities for you under these terms and conditions.

21.3        In the event you do not hold sufficient rights to generate sufficient money to effect a Sell to Cover, we will take no action in respect of your rights, the Company may make arrangements with the underwriters to offer your rights for sale and try to find investors to take up your rights, on the basis described in the prospectus relating to the Rights Issue. These terms and conditions shall apply with the necessary changes having been made including referencing rights instead of Securities or in addition to Securities.

21.4        Subject to these terms and conditions, where any other rights are offered in connection with your Securities, we will take reasonable steps to ensure that, so far as reasonable practicable, you receive the same rights as you would have done if you held your Securities in your own name, subject to the Company advising us first to do so.

22.   Shareholder Meetings

22.1        You may be named as the legal owner on the Company’s register of shareholders. In case you chose to be registered as shareholder in the share registry of the Company, you are entitled to attend Shareholder meeting in person and perform your voting rights on your own.

22.2        During your registration on the EquityGateway, you grant revocable consent to be registered as shareholder in the share registry. If you chose not be registered or revoke consent subsequently, you will not be entitled to attend the shareholders meeting and cannot perform voting rights on such occasion. From Company´s point of view you will not be considered shareholder.

23.   Takeovers

23.1        If there is a takeover offer, we will tell you about it. If you reply in sufficient time to allow us to act, we will follow your instructions. We will not act without your instructions.

23.2        If we are required by the Company (or any other person, e.g. bidder on a takeover) to give warranties in order to take action in relation to the Securities we administer for you, we may require you to give us similar warranties before we act.

24.   Information and Statements

24.1        We will use reasonable endeavours to ensure that you will have access to information provided to shareholders by the Company. Provided you have internet access you will be able to view the annual accounts and other related documents through the Company’s website or you may obtain copies of such documents upon request directly from the Company.

24.2        We will provide you with a statement at least once a year of the number of Options, Awards and Securities held for you by the Nominee under the Employee Share Account Service. This will be available to you on EquityGateway. In practice, you will have access to this information every time you access EquityGateway.

24.3        You must check any information which we provide you access to. If you have any queries on the contents of the information you should contact us as soon as possible following its receipt.

24.4        We are not required to pay into a client asset account such client assets that we receive on your behalf where to do so would result in our breaching any law, regulation or order of any court of competent jurisdiction or direction from a regulator.

25.   Errors

25.1        If we discover that we have incorrectly debited or credited your account, we reserve the right to correct that account without any reference to you but we will notify you (where relevant) of any correction which we make.

25.2        You agree that we can reverse any transaction, without incurring any liability to you, where we discover that an error has been made (including, but not limited to, where you have exercised an Option which you were not entitled to exercise, or you have sold Securities which you were not entitled to sell, notwithstanding any information which may be displayed on EquityGateway or which may otherwise have been supplied by Global Shares);

25.3        Clauses 25.1 and 25.2 shall also apply in circumstances where the error has arisen directly or indirectly due to our reliance on your warranties, representations and undertakings in clause 28.

26.   Cancelling or withdrawing from the Employee Share Account Service

26.1        You have two separate rights – cancellation rights, which apply only when you first agree to these terms and conditions, and withdrawal rights, which apply at any time thereafter. They are simply two separate mechanisms you can use to leave the Employee Share Account Service.

26.2        You can cancel your activation of the Employee Share Account within fourteen calendar days of the date on which you first agree to these terms and conditions (the “Cancellation Period”) and request that, all of your Securities (if any held in the Employee Share Account) should be transferred into your own name in accordance with clauses 11 to 17 (inclusive) of these terms and conditions. However, you will lose your cancellation rights if you make a request during the Cancellation Period for us to process any payment to you or sell any of your Securities for you in accordance with these terms and conditions. Furthermore, for administrative purposes when processing any dividend reinvestment it is essential that we know how many shareholders will participate in such a dividend reinvestment no later than fifteen Business Days before each relevant dividend payment date (“Cut-Off Date”). Accordingly, if you elect to use the Employee Share Account Service at a time which would result in your Cancellation Period expiring on or after the Cut-Off Date, you will be deemed to have expressly requested us to proceed to process your dividend reinvestment in accordance with these terms and conditions. The effect of this is that if we have not received a notice of cancellation from you prior to the Cut-Off Date, you will lose your cancellation rights.

26.3        If you want to exercise your right to cancel you should advise us no later than the end of the Cancellation Period. If you exercise such right to cancel during the Cancellation Period in accordance with clauses 26.1 and 26.2, no fees will be payable. Once the aforementioned transfer has been effected we will then no longer administer the Securities for you, these terms and conditions will not apply to those Securities and we will pay out any monies that we administer on your behalf. The Employee Share Account will no longer be made available to you.

26.4        If you no longer wish to use the Employee Share Account Service after the Cancellation Period such that, subject to clauses 11 to 17 (inclusive), all of your Securities should be transferred into your own name and in future none of your Securities should be held in the Employee Share Account, you should write to us to this effect by post to Global Shares (Withdrawal Notice), Building D, West Cork Technology Park, Clonakilty, Co. Cork, Ireland.

Part 3 - Access to EquityGateway & General Terms and Conditions

27.   Access to EquityGateway

27.1        Global Shares Ireland grants you a revocable, temporary and limited licence to use to use EquityGateway in accordance with this agreement and the Share Plan Rules.

27.2        By using EquityGateway, you accept that internet transmissions are never completely private or secure and that any message or information sent using EquityGateway or email may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

27.3        By using EquityGateway, you accept that the internet is not an entirely reliable medium. The delivery time for instructions using the internet may vary considerably. We are not responsible for any delay in our receiving your instructions or any inability to use, interruption to or non-availability of our EquityGateway which does not arise as a result of our gross negligence, wilful default or fraud.

27.4        We or you must contact the other party immediately if we or you suspect that your Security Details have been disclosed to, or obtained by, a third party and that their integrity is threatened. Until such notification is received by us, we and you will assume that any instructions received in electronic form which have been authenticated by your Security Details will be genuine and are valid information and instructions from you and we and you will act accordingly. We are not liable for forged or fraudulent instructions by you.

27.5        All intellectual property rights in EquityGateway and in the Services provided by Global Shares throughout the world belong to us. You have no intellectual property rights in, or to, EquityGateway or the Services provided by Global Shares other than the temporary and revocable right to use them in accordance with this agreement.

27.6        We reserve the right not to accept any instructions from you or complete any transaction for you if the Security Details that you provide are not satisfactory to us, we need to obtain further information from you or if we need to comply with any legal obligation applicable to us. In particular, we reserve the right not to accept your instructions unless you have completed your account opening on EquityGateway and you quote your Security Details.

27.7        We will only act on instructions which are provided via EquityGateway using your Security Details. Instructions which are given in any other way cannot be accepted unless this has been previously agreed in writing between us. We will notify you in writing or verbally as soon as reasonably practicable if we decide not to accept a particular instruction.

27.8        We shall not be responsible in the event that any upgrade to the Employee Share Account Service means that you are no longer able to access the Employee Share Account Service.

27.9        EquityGateway contains certain calculators and financial models. Those are for general information purposes only. They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of information obtained from EquityGateway or the Services. We undertake to ensure the information provided by us on EquityGateway is accurate.  We make no representations, warranties or guarantees, whether express or implied, that information received by us from the Company Group or third parties is accurate, complete or up to date. We are not liable to you if the information provided on EquityGateway, which we have received from the Company or a third party proves to be inaccurate, incomplete or out of date.

27.10    You acknowledge that we may provide real-time or delayed quotations and other market information and messages ("Market Data"), which Market Data is provided to us by certain national securities exchanges and associations. Those associations assert a proprietary interest in Market Data disseminated by them but they do not, and we do not, guarantee the timeliness, sequence, accuracy or completeness of that Market Data. You agree and acknowledge that we shall not be liable in any way for any loss or damage arising from or occasioned by any inaccuracy, error, delay in, omission of, or interruption in any Market Data or the transmission of it, unless we have lacked sufficient caution and diligence in obtaining such data and providing such to you.

27.11    The information which we display on EquityGateway will normally be rounded up or down to four (4) decimal places. This could have a negative impact on your holdings where the figure is rounded down. For example, if you held €987.43211, this could be rounded down to €987.4321.

27.12    The information which you receive via EquityGateway or email should not be taken as a recommendation to exercise or not to exercise your Options, or having exercised, to sell or not to sell your Securities. The choice is yours. We do not provide any investment, financial, legal or taxation advice. If you are in any doubt as to the investment, financial, legal or taxation implications for you of the exercise of options or the suitability of EquityGateway or the Services, you should seek the advice of a qualified independent financial adviser.

27.13 If you are in any doubt as to whether an instruction has been received or carried out you should telephone us immediately using our helpline at (IRE): +353 818 000 079, (UK): +44 330 808 1845 between 10:00 and 17:00 CET.

28.   Your Representations and Warranties

28.1        You hereby represent, warrant and undertake the following to Global Shares:

28.1.1     you are (or were, as applicable) employed by a company within the Bell Food Group

28.1.2     you own your Securities as a direct result of being a participant in a Share Plan;

28.1.3     The money used by you to purchase your own Securities derives solely from your employment with the Bell Food Group or your membership of the Share Plan;

28.1.4     Your name, address, email address, telephone number, residence, Tax Number and Bank Account details as shown on EquityGateway are all correct, complete and up to date;

28.1.5     You have received, read and accept the CAKID; and

28.1.6     You are the person entitled to the money in your Bank Account.

28.2        You hereby represent, warrant and undertake the following to Global Shares, notwithstanding any information which may be displayed on EquityGateway or which may otherwise have been supplied by Global Shares:

28.2.1     If you instruct us that you want to exercise any Option, that you are entitled to exercise it, that your Option is valid and extant and capable of being exercised by you and that no other person has any rights, interests or charges in or over the Option or any resulting Securities;

28.2.2     Before you give us any instructions or Orders, you warrant to us that you are entitled to give such instructions or Orders without impediment or condition;

28.2.3     you are entitled to have your Securities held in the Employee Share Account and no other person has any rights, interest or charges in or over such Securities or any of them; and

28.2.4     you are not aware of any reason why any Order or instruction you send to us may be invalid or unlawful.

28.3        For the avoidance of doubt, the representations, warranties and undertakings in clauses 28.1 and 28.2 are deemed to be repeated by you on each day that we administer Securities for you in connection with the Employee Share Account Service and on each day this agreement exists between us.

29.   Liability

29.1        Save as expressly stated in this clause 29, we are not responsible to you for any foreseeable or unforeseeable loss and damage caused by us unless it is due to our gross negligence, wilful deceit or fraud. We are also not liable to you for any indirect or consequential loss.

29.2        We will take reasonable care in operating the Employee Share Account Service and will only be responsible to you for any losses or expenses (including loss of Securities) suffered or incurred by you which are a direct result of our material breach of these terms and conditions, wilful deceit or fraud. We do not accept liability for any losses or expenses suffered or incurred by you which are not a direct result of our material breach of these terms and conditions, wilful deceit, or fraud.

29.3        Without prejudice to clauses 29.1 and 29.2, we do not accept liability for any losses or expenses suffered or incurred by you as a result of any acts or omissions of any third party which is not a member of the Global Shares Group, unless such third party was chosen and contracted by us in the framework of the Employee Share Account Service. Our liability for losses or expenses caused by acts or omissions of any third party shall be limited to the value of the Securities and cash in your Employee Share Account. You agree to assign any rights you have against the Broker, Custodian or other third party to us so we may enforce those rights against the relevant third party.

29.4        We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

29.5        We are not responsible for events outside our control, that is force majeure. If our provision of the Services or support for the portal or the Services is delayed by force majeure, then we will take steps to minimise the effect of the delay. We will not be liable for delays or costs caused by the event.

29.6        We do not accept any responsibility for any losses or expenses suffered or incurred by you as a result of your failure to adhere to any personal obligations imposed on you by the laws of the jurisdiction in which you are resident.

29.7        The Employee Share Account Service is provided for lawful purposes only. We do not accept any responsibility or liability in the event that the Employee Share Account Service or EquityGateway through which the Employee Share Account Service is provided is misused in any way.

29.8        Any documents and instructions sent by you, or to you are sent entirely at your own risk. We do not accept liability after dispatch of any document to you, unless we have chosen to use a mailing service.

29.9        You will be liable for all instructions given to us (including instructions given on your behalf) relating to the Share Plan and the Employee Share Account Service. We will not be liable to you for any loss or liability suffered or incurred by you as a result of acting on your instructions and/or in accordance with this agreement.

29.10    You should be aware that from time to time the Employee Share Account Service may not be available due to planned maintenance. Whilst we will endeavour to complete such maintenance outside of the trading hours of the Exchange, this may not always be possible. We will not be liable to you for any loss suffered or incurred by you due to the unavailability of the Employee Share Account Service as a result of maintenance.

30.   Contacting each other

30.1        Unless these terms and conditions say otherwise or we expressly specify otherwise:

30.1.1     All notices and other communications sent by you to us must be sent via EquityGateway or by electronic mail to the email address on page 5. Where communicating with us by electronic mail you must include your full name, the name of the Company and your Global Shares ID; and

30.1.2     Where these terms and conditions stipulate that something is available from us upon written request any such request should be addressed to Global Shares (Customer Requests), Building D, West Cork Technology Park, Clonakilty, Co. Cork, Ireland or by electronic mail.

30.2        You agree that if you or the Bell Food Group have provided your email address to us, communications such as notices about the Employee Share Account Service, contract notes, updated CAKIDs and other communications relating to your Employee Share Account may be provided by Global Shares Ireland to you, by email or by posting the relevant information on EquityGateway. You agree that it is your responsibility to access and review all such communications..

30.3        Preference for Electronic Communications We and You agree and instruct the other party that when given the choice of receiving information from the sender in paper format or electronically, we and you prefer the electronic format (including via email, EquityGateway and websites). We and You agree and expressly request the other party to deliver documentation to the demanding party in PDF (or other similar) format via email and/or via your document library on EquityGateway and we and you irrevocably agree that such delivery will satisfy our obligation to deliver information to you in a durable medium.

30.4        You agree that any information that we are required to send you under any applicable regulations may instead be sent to the Company in order for the Company to forward the information to you.

30.5        You consent to receive the statements, trade confirmations and any legally required tax forms electronically (via email or EquityGateway), unless you did not provide an email address (see 30.2). Statements, trading confirmations/contract notes and tax forms will be sent to a valid email address of yours that you provide to us and we and the Company will be deemed to have fulfilled all communication obligations for these documents by transmitting the electronic communication to the email address that you provide to us. This includes the sending of an electronic mail with a link to such materials on EquityGateway (these materials will be available on EquityGateway until archived).

30.6        Where applicable, we will send all electronic transfers to the address or Bank Account details that we hold for you on EquityGateway and it is your responsibility to keep these up to date.

30.7        If we send you notices they will be treated as received by you unless proven otherwise:

30.7.1     If delivered by hand or courier, at the time of delivery;

30.7.2     If sent by post, two Business Days from the date of posting (unless actually received sooner); and

30.7.3     If delivered by electronic mail or via EquityGateway, at the time of dispatch or posting on EquityGateway, as applicable.

30.8        If you change your name or any of your contact details you should inform us straight away. It is your responsibility to provide us with your up-to-date name and contact details. You should make sure that the arrangements for receiving mail at your address are safe.

30.9        You authorise us to communicate with you by letter, electronic mail or telephone or via EquityGateway. You are responsible for ensuring that the address, electronic mail address and other contact details provided to us are always kept up to date.

30.10    We do not accept any responsibility in the event that any emails sent by you to the last address you actively provided do not reach us or any emails sent by us to such address do not reach you. We shall not be liable for any loss or damage you may suffer or incur as a result of any non-delivery of such emails.

30.11    Before opening or using any documents or attachments, we and you should check them for viruses and defects. We and You shall not be liable in respect of any affected documents or attachments.

30.12    Unless these terms and conditions say otherwise, any instructions, notices or other communications that you or we send under them will only be valid if they are in writing.

30.13    If after making reasonable enquiries we cannot find out your current address or bank account details we will not send any more documentation or payments to you until you inform us of your new address or bank account details in writing (after providing your Security Details and satisfying us of your identity). You agree that we may keep your money in your Employee Share Account and continue to administer your money until we obtain up to date and acceptable payment details from you, in which case your Employee Share Account may be subject to the deduction of the annual Management Fee referred to in clause 8.7.

31.   Changes to these Terms and Conditions

31.1        We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce, to amend fees and charges, or for other reasons. Unless a change is required by law, changes will only be done based on prior written approval of the Bell Food Group.

31.2        We will always try to give you at least 10 days’ notice, where practical, of any change by sending you an email with notice of the change. Alternatively, in the event that we do not have a valid email address for you, we will notify you of a change when you next access EquityGateway.

31.3        The amended terms and conditions will come into effect and be valid and binding as and from the date specified on their first page. That date will also be specified in the cover email referred to in clause 31.2above.

31.4        Notwithstanding that the terms and conditions will already be effective, you will be asked to accept the amended terms and conditions when you next access EquityGateway. If you do not accept the amended terms and conditions, you will not be permitted to continue to use EquityGateway or the Employee Share Account Service and you will be deemed to have requested that you withdraw from the Employee Share Account Service and that all your Securities and money be transferred to you in accordance with clauses 11to 17(inclusive) or, at our discretion, you will be deemed to have submitted a Deemed Sell Order to us.

31.5        Up to date copies of the terms and conditions and our current charges can always be obtained via EquityGateway.

32.   Complaints and Compensation

32.1        We have a procedure to help us resolve all complaints from our clients effectively. If you have any complaints about the service provided to you please write to “Global Shares (Complaints)” at Building D, West Cork Technology Park, Clonakilty, Co. Cork P85 EY90, Ireland.

32.2        The Investor Compensation Scheme administered by the Investor Compensation Company Limited applies in respect of money held by Global Shares Nominees in relation to investment services. The maximum amount investors can claim is 90% of the money they have lost up to a maximum of €20,000. See https://www.investorcompensation.ie for further details.

32.3        You may also contact the Financial Services Ombudsman’s Bureau at:

3rd Floor, Lincoln House, Lincoln Place, Dublin 2 D02 VH29, Ireland

Lo Call:1890 88 20 90

Phone:+353 1 6620899

Fax:+353 1 6620890

Email:[email protected]

Web:https://www.financialombudsman.ie/

32.4        For data protection issues, you may choose to contact the Office of the Data Protection Commissioner at:

Canal House

Station Road

Portarlington

R32 AP23 Co. Laois

Tel:+353 (0)761 104 800           

Lo Call:1890 252 231

Fax:+353 57 868 4757              

E-mail:[email protected]

Web:www.dataprotection.ie

33.   AML/KYC/CFT & Background Checks

33.1        Your employer will normally have certified to us that you are an employee of the Bell Food Group and that the source of your funds used to purchase any Securities is from your salary from the Bell Food Group.

33.2        Notwithstanding your employer’s certification to us, we may require you to provide us with sufficient identification and source of funds documentation for Anti-Money Laundering/Counter Financing of Terrorism legislation purposes. If we request this, you must provide it to us within 180 days of our request to you. This normally takes the form of the following documents, but we reserve the right to seek additional documentation and/or evidence:

33.2.1     Certified copy of your current passport, driver’s licence, national identity card or other officially issued photographic identification (certified as a true copy by a practising lawyer, member of the police force, government official, embassy staff or medical professional);

33.2.2     Certified copy of a utility bill, insurance statement, local authority document, bank statement or insurance statement which is no more than six months old and which shows your name and current address (certified as a true copy by a practising lawyer, member of the police force, government official, embassy staff or medical professional); and

33.2.3     To the extent required by us, a full and detailed explanation of the source of the funds used by you to contribute to the Share Plan, purchase Securities or to pay Taxes and make any other mandatory payments associated with your current or former membership of the Share Plan and use of the Employee Share Account Service.

33.3        If we are not satisfied with the documents and/or information supplied by you to us pursuant to clause 33.2 (or if you do not provide them within the 180 day time period) we may, at our absolute discretion, discontinue your use of the Employee Share Account Service and you will be deemed to have submitted a Deemed Sell Order to us.

33.4        We reserve the right to conduct background checks on you. This will normally involve reviewing information about you in online databases, but it may include other methods also. Global Shares will only use legitimate and lawful methods of carrying out background checks. We also reserve the right to contact you for an explanation of, or further information on, the results of those background checks. By accepting this agreement, you are consenting to the carrying out of all such background checks. You will not be able to utilise the Employee Share Account or give us any instructions or Orders until such time as we are satisfied.

33.5        If we are not satisfied with the result of such background checks and/or your explanation of any matters arising from them, we may, at our absolute discretion, cancel this agreement.

33.6        We may, at our discretion, engage the services of a third party to carry out the background checks for us and you hereby consent to that.

34.   General

34.1     If we or you cannot enforce a term or condition, this will not affect its rights to enforce the rest of the conditions or to enforce that term or condition at another time. No conduct or delay our or your part shall be taken as a waiver or variation of any rights unless we or you expressly waive or vary a particular right in writing. No waiver or variation on a particular occasion will operate as a waiver or variation of any rights we or you might have in respect of any other matter.

34.2     We may employ or appoint other persons (including other members of the Global Shares Group) as our agents and subcontractors on such terms as we think fit to carry out any part of our obligations or discretions under these terms and conditions. We will take reasonable care in the selection and continued use of any such person.

34.3     We may at any time transfer all or any of our rights and obligations under these terms and conditions to any person (the “Transferee”) who is in our reasonable opinion able to perform our obligations under these terms and conditions. The transfer will be given effect by us and the Transferee sending a transfer notice to you specifying the date (the “Transfer Date”) on and from which the Transferee will assume our rights and obligations under these terms and conditions. Any changes to the terms and conditions which will be necessary because of the transfer, for example (without limitation) changes of address and banking details, will be set out in the transfer notice. The transfer will not affect any rights you may have which relate to the period before the Transfer Date. With effect from the Transfer Date:

34.3.1     The agreement formed by these terms and conditions (as amended from time to time) shall be treated for all purposes as having been transferred to and as if entered into between you and the Transferee in place of us;

34.3.2     We shall be released and discharged from all of our obligations and liabilities under these terms and conditions;

34.3.3     References to us shall be read as references to the Transferee;

34.3.4   The Nominee shall be discharged from any obligations which it may have and will be substituted by the Transferee or a nominee of the Transferee.

34.4        No Third Party Rights Nothing in these terms and conditions is intended to benefit a third party other than members of the Global Shares Group.

34.5        Language We provide our contractual terms in English  and may be translated into the official language of your country of residence. The English language version will be decisive. Any translation of these terms and conditions into any language other than English should be treated as being for information only. These terms and conditions in English shall be the sole operative terms and conditions governing the operation of the Employee Share Account Service.

34.6        Laws and Jurisdiction The Employee Share Account Service shall be governed by and shall be construed in accordance with the laws of Ireland and you hereby agree with us to submit for all purposes in connection with these terms and conditions to the exclusive jurisdiction of the Courts of Ireland.

34.7        Severance Each of the provisions of these terms and conditions shall be severable and distinct from one another and if one or more of such provisions is invalid or unenforceable the remaining provisions shall not in any way be affected.

34.8        If we owe you more money than you owe us, we can pay you the difference to settle the amounts that we owe each other. If you owe us more money than we owe you, we may require you to pay the difference to settle the amounts that we owe each other.

34.9        In the event of the termination of this agreement you will remain responsible for:

34.9.1     Any transaction pending at the time this agreement is terminated;

34.9.2     Any instructions or Orders which you have given to us; and

34.9.3     Any taxes or social security contributions and any other charges that remain unpaid at the time this agreement is terminated.

              Termination will be without prejudice to the completion of any transaction already initiated.

34.10    Any termination of this agreement will be without prejudice to any other rights or remedies a party may be entitled to under this agreement or at law and shall not affect any accrued rights or liabilities of either of the parties nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

34.11    Cash fractions (for example a fraction of a whole euro or dollar) arising in respect of money due to you are rounded down to the nearest penny or cent as applicable (or, where different, the equivalent denomination of the same currency as that in which the Securities are denominated) and in each case the difference will be kept for our own benefit or we may, at our discretion, send it to a charity of our choice.

34.12    If you receive a benefit (e.g. a dividend) which relates to Securities you have sold, you may have to account for this benefit to the new owner of the Securities. We will contact you if we are aware that this is necessary. The date upon which you may lose your entitlement to any benefit is usually the date on which the Securities are traded on the relevant exchange, not the date upon which the transfer is registered by the relevant registrar. If we are aware of a claim at the time when we receive the money we may deduct any relevant amount from the proceeds of sale.

34.13    We may choose to withdraw the Employee Share Account Service due to 1) developments in legislation or 2) should it materialise that you are not eligible or permitted to participate as envisaged by us by local legislation and/or regulation or 3) for other reasons, without giving you any notice that the Employee Share Account Service is no longer available. To the extent permitted by law and regulation any deals that we have accepted but that have not settled prior to the Employee Share Account Service being withdrawn will be completed.

35.   Data Protection Notice and Company Access to Orders

35.1        Global Shares Ireland Limited of Building D, West Cork Technology Park, Clonakilty, Co. Cork P85 EY90, Ireland is the data controller under the Data Protection Acts 1988 and 2003 for the purposes of this agreement. It controls and processes data on behalf of Global Shares ESL.

35.2     By accepting this agreement and by proceeding to use the Employee Share Account Service, you hereby agree and expressly consent that we may process the personal data (including sensitive personal data) that we collect from you in accordance with our Privacy Policy available here https://bellfoodgroup.globalsharesequity.co.uk/en/Home/Privacy. In particular, we will use information we hold about you for the purposes of:

35.2.1     providing the Employee Share Account Service to you;

35.2.2     providing transaction reports and other information to relevant regulators, tax authorities and other legislative bodies; and

35.2.3     providing information about your Options, Securities and money to the Bell Food Group.

35.3        Any personal data which Global Shares obtains from you in providing the Employee Share Account Service will be held by Global Shares in accordance with the Irish Data Protection Acts 1988 and 2003 (which will be replaced by the General Data Protection Regulation (Regulation (EU) 2016/679) and relevant domestic legislation from 25 May 2018). From 25 May 2018, references to the Data Protection Acts 1988 and 2003 will be references to the new legislation.

35.4        Global Shares will only hold, use or otherwise process such of your personal data as is necessary to provide you with the Employee Share Account Service. Your details will only be disclosed in accordance with the principles set out in the Data Protection Acts 1988 and 2003:

35.4.1     to any person if that person has legal or regulatory powers over Global Shares;

35.4.2     To the Broker or any other person or body in order to facilitate the provision of the Employee Share Account Service and/or the Share Plan(s) in which you participate;

35.4.3     To any Appointed Tax Agent or payment agent; and/or

35.4.4     To the Bell Food Group.

35.5        By signing up to these terms and conditions of the Employee Share Account you hereby  expressly consent to the transfer, storage and processing of your personal data by Global Shares (including Global Shares Ireland) outside the European Economic Area

35.5.1     to other members of the Global Shares Group

35.5.2     to other agents who Global Shares Ireland may use to provide the Employee Share Account Service; and/or

35.5.3     to third parties who provide services to Global Shares (for example to Rackspace Inc. as suppliers of data hosting or Microsoft Inc. as a supplier of cloud IT services).

35.6        By signing up to these terms and conditions, you acknowledge that such transfer, storage and processing of your personal data by Global Shares (including Global Shares Ireland) are (a) necessary in order to provide you with the Employee Share Account Service pursuant to this agreement and (b) that we have a legitimate interest in processing your personal data.

35.7        You  consent to members of the Bell Food Group are having access at all times to the records we hold about you including but not limited to your personal data, details of your balance and details of any exercise of options and sale or purchase of Securities.

35.8        You consent to members of the Bell Food Group are having

35.8.1     access to and visibility of your instructions and Orders to us; and

35.8.2     the ability to change aspects of your instructions or Orders to us, including but not limited to, the ability to change applicable tax rates, set the applicable destination currency, choose the destination bank account and cancel the instructions or Order completely if such right is granted under this agreement or mandatory law.

35.9        You have a right to request to view the personal data that we hold on you.

35.10    Please send any questions, comments and requests regarding our data processing practices to “Global Shares (Data Protection)” at Building D, West Cork Technology Park, Clonakilty, Co. Cork P85 EY90, Ireland or by email to [email protected]. Please remember to quote your name, the name of the Company and your Global Shares ID.