partnership account mandate - corporate...the partnership has received or accessed, has read and...

Global Markets

(for transacting with Bank of Ireland Global Markets in the Republic of Ireland)

Partnership Account Mandate

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Completion Instructions

CUSTOMER CHECKLIST

✔ Proof of PPS* provided for all partners on the account ✔ Treasury Terms and Conditions (interest earning accounts only)

✔ All details on Application to open an account completed ✔ Fixed Term Deposit Product Overview and signed

✔ Declaration & Agreement signed ✔ Global Markets Accounts Fees and Charges Schedule

✔ Account details completed ✔ Deposit Guarantee Scheme - Depositor Information Sheet

✔ Legal Entity Identifier (LEI), if applicable (Annex 1) signed

✔ Governor and Company of the Bank of Ireland ✔ EMIR Data (Annex 2), if applicable

Terms of Business

✔ Entity Self Certification for FACTA purposes (Annex 3)

NON-BANK OF IRELAND CUSTOMER IDENTIFICATION AND VERIFICATION REQUIREMENTS

Name/Date of Birth Current passport or

Irish/UK driving licence

EEA ID card

Address Recent utility bill e.g. ESB/Gas/Phone (< 6 months)

Recent Bank Statement (< 6 months)

Current certificate of Tax Credit

Current Social Insurance document

Current household/car insurance documents

Certified copies of original documents are acceptable. The documents can be certified by Bank of Ireland staff, staff of other financial institutions, police, solicitors and embassy staff. The bank reserves the right to request further details if required.

We have obligations under the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 as amended, The Central Bank of Ireland’s Money Laundering Guidance Notes for Credit Institutions, the European Union Savings Taxing of Savings Income Directive, the Financial Account Reporting Regulations 2014 and the Taxes Consolidation Act 1997. Your account may not be opened until we have received all relevant documentation.

BRANCH CHECKLIST (For internal use only)

All applicants

Ensure all customer sections are completed in full and signed

Ensure Certificate of Registration of Business Name (if applicable) is attached. Original or “wet ink” certified copy

Existing Bank of Ireland customers

Anti Money Laundering Know Your Customer and FATCA Due Diligence Certificate completed and signed by staff member with staff number and branch brand for each Applicant on the account

NON BANK OF IRELAND CUSTOMERS

Full customer identification and verification requirements have been met

Please note: For certain product types a Customer Suitability Statement may be required.

The minimum cleared balance required on a Fixed Term Account is £20,000, US$30,000 or the equivalent of e25,000 in any other currency. The minimum cleared balance required on a Call Account is e2,500 or the equivalent in any other currency.

Please return to: Documentation Unit, Group Operations and Payments, Operations Centre, Dublin 18

* Proof of PPS required include: P60, P45, P21 Balancing Statement, Payslip (where employer is identified by name or tax number), Drug Payment Scheme Card, European Health Insurance Card, Tax Assessment, Tax Return Form, PAYE Notice of Tax Credits, Child Benefit Award Letter/Book, Pension Book, Social Services Card, any printed documentation from the Revenue Commissioners or Department of Social and Family Affairs that contain name, address and PPS number.

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Partnership Details

Partnership Name:

Partnership Address:

Name & Address for Correspondence: (if different from above)

Principal Business Activity:

AUTHORISED INDIVIDUALS

The following individuals are authorised to carry out transactions and give instructions on behalf of the Partnership. Should you need to add further signatories please photocopy this page.

PERSONAL DETAILS - AUTHORISED INDIVIDUAL (BLOCK CAPITALS)

Title: Mr Mrs Ms Other

First Name (in full):

Surname:

Date of Birth: D D M M Y Y Y Y PPS No.:

Address:

Home Tel.: Mobile/Other:

E-mail address:

Occupation:

Nationality:

Bol account details BIC1

IBAN1

Can authorise Transactions in writing and/or by means of: Fax Telephone2 (Please tick all that apply).

Specimen Signature:




Surname:


Address:


E-mail address:

Occupation:

Nationality:


IBAN1


Specimen Signature: 1 If you already have an active account with Bank of Ireland please provide Bank Identifier Code and International Bank Account Number in these boxes.2 In accordance with clause 5 of the Global Markets Terms and Conditions, where Instructions are provided by or purported to be provided by an Authorised Individual by telephone, such telephone instructions will override any provisions in the Account Mandate in relation to the number of signatures which are required to operate the account.

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1 If you already have an active account with Bank of Ireland please provide Bank Identifier Code and International Bank Account Number in these boxes.2 In accordance with clause 5 of the Global Markets Terms and Conditions, where Instructions are provided by or purported to be provided by an Authorised Individual by telephone, such telephone instructions will override any provisions in the Account Mandate in relation to the number of signatures which are required to operate the account.

AUTHORISED INDIVIDUALS (CONTINUED)

The following individuals are authorised to carry out transactions and give instructions on behalf of the Partnership. Should you need to add further signatories please photocopy this page.




Surname:


Address:


E-mail address:

Occupation:

Nationality:


IBAN1


Specimen Signature:




Surname:


Address:


E-mail address:

Occupation:

Nationality:


IBAN1


Specimen Signature:

NUMBER OF SIGNATURES REQUIRED ON INSTRUCTIONS

Any ONE of the signatures Any TWO of the signatures ALL of the signatures Other

If you have ticked “Other” or have any additional instructions, please attach any special or complex instructions on Partnership letterhead paper, signed by at least two authorised signatures.

If no signing instructions are specified, the Bank may, at its sole discretion, accept and act on the Instructions of any one of the signatories.

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List of Partners/Beneficial Ownership*

Name/TitleResidential Address

Business Address

Occupation Date of Birth% of Ownership (if > 25%)1

Are you a citizen /resident of, or otherwise resident for tax purpose in, the United States of America?

Yes TIN**

No

Yes TIN**

No

Yes TIN**

No

Yes TIN**

No

* Where no beneficial owner has been assigned greater than 25% ownership then details of two prominent stakeholders of the business should be provided. Where any Partner or

Beneficial Owner is not a natural person, that entity may be required to provide (1) a board resolution and/or (2) a self-certification for FATCA purposes.

If you choose to provide your own list instead of using this form, then such a list must: (i) be addressed to The Governor and Company of the Bank of Ireland; (ii) be on Partnership letterhead; (iii) be certified to be given in connection with this Account Mandate; (iv) state the date of the Account Mandate; and (v) contain all of the information below.

FOREIGN CURRENCY ACCOUNT DETAILS

FOR COMPLETION BY ALL APPLICANTS.

Please indicate in the box below type(s) of Account to be opened.

Account Type Currency Account Type Currency Account Type Currency

A Current B Current C Current

Call Call Call

Fixed Fixed Fixed

If you wish to open an Account, please sign the Depositor Information Sheet (Annex 1)

Term (Fixed Deposit only)*: 1 Month 3 Month 6 Month 9 Month 12 Month

Maturity Options: Automatic reinvestment of Principal and Interest

or Automatic reinvestment of Principal and Payment of Interest

Standing Orders are only available on Current Accounts. Direct Debits are only available on Sterling Current Accounts.

Initial Lodgement:

By: Cash Cheque Draft SWIFT/Electronic

Other Please specify

Special Instructions(if applicable)

* You will have received a Fixed Term Deposit Product Overview and the Governor and Company of the Bank of Ireland Terms of Business with this Account Mandate. You can also access a copy of these on our website www.bankofireland.com/treasurylibrary or you can request another copy to be sent to you by post.

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Foreign Exchange Transactions - Authorised Individuals/Signatories

I/we authorise the individual(s) specified below to carry out Foreign Exchange Transactions limited to dealings in spot and forward rate exchange contracts and give instructions in writing on my/our behalf. Where indicated, individuals will also be authorised to provide the Bank with Instructions for these Foreign Exchange Transactions by fax and/or telephone.

Name of Authorised Individual (block capitals):


Signature:

Telephone:

Authorised to provide the Bank with Instructions for the products and services listed below by the following means (please tick as applicable)

Foreign Exchange Transactions Telephone* Fax Confirmations Telephone* Fax



Signature:

Telephone:





Signature:

Telephone:





Signature:

Telephone:



* In accordance with clause 5 of the Treasury Terms and Conditions, where instructions are provided by an Authorised Individual/Signatory by telephone, such telephone instructions will override any provisions in the Account Mandate in relation to the number of signatures which are required to operate your account.

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Declarations and Agreements

I hereby certify that:

1. All information in this Account Mandate is accurate and has been completed to the best of my knowledge and belief. Any self- certifications required by law to be provided by controlling person (e.g. Partners/Beneficial Owners) have been provided by such persons and may be relied upon by the Bank.

2. An accurate list of Partners as of the date of this Account Mandate has been provided to the Bank;

3. The Partnership has received or accessed, has read and agrees to be bound by the terms of the Account Mandate, EMIR Reporting Service Special Terms and Conditions if applicable, the Treasury Terms and Conditions and/or the Governor and Company of the Bank of Ireland Terms of Business, as applicable for the operation of our Account(s)*;

4. The Partnership has read and understood the terms relating to the use and disclosure of data and personal information set out in Clauses 23 & 24 of the Treasury Terms and Conditions. We warrant that we have the consent of the owners of any personal data given to the Bank under this Agreement to disclose these data.

5. We understand that you may, for our security, record telephone conversations for the purposes of recording transactions that we wish to complete.

ADDITIONAL DECLARATION AND AGREEMENT IN RELATION TO FOREIGN EXCHANGE TRANSACTIONS ONLY

6. I/we hereby request the Bank to enter into foreign exchange transactions limited to dealings in spot and forward rate exchange contracts (the “FX Transactions”) with me/us. In the event I/we fail to deliver any currency to the Bank pursuant to these FX Transactions, I/we will be liable to pay the Bank the amount of any loss that may arise. The Bank is authorised to debit one or more of my accounts with the Bank in respect of any amount due and not paid under these FX Transactions. For this purpose, the Bank may convert any obligation under these FX transactions into the currency in which the other is denominated at the Bank’s spot rate of exchange for the relevant currencies.7. I/we agree to notify the Bank in writing of any changes to the list of Authorised Individuals/Signatories.

DATA PROTECTION AUTHORISATION

The information you have provided will be treated as confidential and retained by Bank of Ireland Global Markets for the purpose of financial services or as required by law. The Bank may use the information you have provided for the separate purpose of providing you with additional information relating to goods and services of Bank of Ireland, its associated companies and/or third parties (“marketing purposes”).

If you agree to Bank of Ireland’s use of the information for such marketing purposes please tick this box.

PPS Number not provided. We do not have official details or an official document with our names, addresses and PPS numbers but we will submit this documentation as soon as possible. We declare the foregoing to be true and accurate.

PPS Number provided but no proof attached. We do not currently have official documents with our names, addresses and PPS numbers but we confirm that the PPS numbers outlined above are our PPS numbers. We will submit the appropriate documentation as soon as possible. We declare the foregoing to be true and accurate.

Additional Information

* This account is subject to Treasury Terms and Conditions and the Governor and Company of the Bank of Ireland Terms of Business and terms not otherwise defined in this Account Mandate shall have the meaning given to them under these Treasury Terms and Conditions and/or the Governor and Company of the Bank of Ireland Terms of Business. You will have received a copy of these with this Account Mandate. You can also access a copy of these on our website www.bankofireland.com/treasurylibrary or you can request another copy to be sent to you by post.

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Declarations and Agreements (CONTINUED)

The Partnership agrees that the Bank shall have no responsibility for and shall be indemnified by the Partnership in full on demand against any loss, damage or other liability suffered or incurred by the Bank or the Partnership, as the case maybe, in connection with any Instruction or request believed by the Bank in good faith to have been given in accordance with this Account Mandate.

TERMS OF PARTNERSHIP RESOLUTION

The Partnership hereby resolved that The Governor and Company of the Bank of Ireland (the “Bank”) be requested and authorised as follows:

1. to open and/or continue one or more accounts in the name of the Partnership.

2. to enter into those Transactions with the Partnership as have been specified in the Account Mandate and in accordance with the Treasury Terms and Conditions and/or the Governor and Company of the Bank of Ireland Terms of Business as appropriate, which have been provided to the Partnership.

3. to act on the Instructions from the Authorised Individuals as set out in the Account Mandate.

4. the Bank will be supplied with such documentation as required by the Account Mandate, EMIR Reporting Service Special Terms and Conditions, if applicable, the Treasury Terms and Conditions and/or the Governor and Company of the Bank of Ireland Terms of Business as applicable.

5. to report an eligible OTC derivative trade to a trade repository on behalf of the partnership, if elected, in accordance with the EMIR Reporting Service Special Terms and Conditions (“Special T&C’s”) and on receipt of a completed Annex 1 and LEI. The Partnership hereby approves the Special T&C’s, in particular the covenants and provisions imposing liabilities on the partnership.

6. this resolution will be communicated to the Bank and will in conjunction with the Account Mandate, EMIR Reporting Service Special Terms and Conditions, if applicable and the Treasury Terms and Conditions and/or the the Governor and Company of the Bank of Ireland Terms of Business as appropriate provide the authority to the Bank to act on behalf of the Partnership.

7. the Partnership will notify the Bank in writing, signed by an authorised signatory, of any changes to the list of Authorised Individuals or to the list of Partners/Beneficial Owners provided to the Bank as of the date of this Account Mandate, or where such Partners/ Beneficial Owners assume or renounce U.S. citizenship/residency or U.S. residence for tax purposes.

8. the Account Mandate will remain in force until an amending resolution is passed by the Partnership and a copy of such resolution, properly certified, is communicated to the Bank.

The resolution on this page was duly passed at a meeting of the Partnership on D D M M Y Y Y Y .

TO BE SIGNED BY ALL THE PARTNERS OF THE PARTNERSHIP

(PLEASE INSERT ADDITIONAL PAGE IF MORE THAN FOUR TRUSTEES)

Signatory Name: Signatory Name:

Signature: Signature:

Date: D D M M Y Y Y Y Date: D D M M Y Y Y Y

Signatory Name: Signatory Name:

Signature: Signature:


Please note: Authorisation must be consistent with signing instructions given above.

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For internal use only

SOURCE OF FUNDS/CREDIT RISK

Source of Wealth: please specify

Source of Funds: Inheritance

Sale of Assets please specify

Savings please specify

Other please specify

Will branch take credit risk on cheque/draft? Yes No *

* If credit risk is not accepted by branch, cheque/draft will be sent on collection and credited to the customer’s account in due course less charges.

ANTI MONEY LAUNDERING KNOW YOUR CUSTOMER AND FATCA DUE DILIGENCE CERTIFICATE

One copy of this Anti Money Laundering Know Your Customer and FATCA Due Diligence Certificate is required for each Applicant on the Account.

I certify that a copy of the relevant documentation is held at this branch/Unit/Group company and will be held here to your benefit until you advise otherwise.

I confirm that the customer’s self-certification in relation to FATCA reporting information is reasonable given the AML documentation held at this branch/Unit/Group company.

I confirm that all details are complete and it is in order to open this account.

The person is considered suitable for operating an account at Global Markets.

Authorised Signatory:

Date: D D M M Y Y Y Y

Auth. Sig. Number:

Branch Brand:

BIPs: RDC:

Credit Grade: Cheque Book Required: Yes No

Date Primary Account opened: D D M M Y Y Y Y Note: Cheque books are only available for GBP Current Account.

Relationship Manager Signature:

Authorised Signature Number:

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Deposit Guarantee Scheme – Depositor Information Sheet

If you wish to open an account, please sign this Depositor Information Sheet.

Basic information about the protection of your eligible deposits

Eligible deposits in the Bank of Ireland Group are protected by: The deposit Guarantee Scheme (“ DGS”)

Limit of protection: €100,000 per depositor per credit institution

If you have more eligible deposits All your eligible deposits’ at the same credit institution are at the same credit institution: ‘aggregated’ the total is subject to the limit of € 100,000.

If you have a joint account with other person(s): The limit of €100,000 applies to each depositor separately.

Reimbursement date in case 20 working days* of credit institutions failure:

Currency of reimbursement: Euro or, for branches of Irish banks operating in another member state of the EEA , the currency of that member state.

To contact Bank of Ireland Group Bank of Irelandfor enquiries relating to your account: Customer Service 4th Floor, Arena Building Whitestown Way Tallaght Dublin 24 Tel: 1890 365 365 Mob: 0818 365 365 Intl:+353 1404 4000

To contact the DGS for further Deposit Guarantee Schemeinformation in compensation: Central Bank of Ireland PO BOX 11517 Spencer Dock North Wall Quay Dublin 1

Tel: 1890 777 777 Email: [email protected]

More Information www.depositguarantee.ie

Acknowledgement of receipt by the depositor Depositor Signature

Annex 1

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ADDITIONAL INFORMATION

Scheme responsible for the protection of your deposit.

Your scheme is covered by a statutory Deposit Guarantee Scheme. If insolvency of your credit institution should occur your eligible deposits would be repaid up to €100,000.

General limit of protection

If a covered deposit is unavailable because a credit institution is unable to meet its financial obligations, depositors are repaid by a Deposit Guarantee Scheme. This repayment covers at a maximum of €100,000 per credit institution. This means that all eligible deposits at the same credit institution are added up in order to determine a coverage level. If for instance a depositor holds a savings account with €90,000 and a current account with €20,000 he or she will only be repaid €100,000.

This method will also be applied if a credit institution operates under different trademarks. This means that all eligible deposits with one or more of these trademarks are in total covered up to €100,000.

Limit of protection for joint accounts

In the case of joint accounts the limit of €100,000 applies to each depositor. However, deposits in an account to which two or more persons are entitled as members of a business partnership, association or grouping of a similar nature, without legal personality are aggregated and treated as if made by a single depositor for the purposes of calculating the limit of €100,000.

In some cases eligible deposits which are categorised as ‘temporary high balances’ are protected above €100,000 for six months after the amount has been credited or from the moment when such eligible deposits become legally transferable. These are eligible deposits relating to certain events which include:

a) Certain transactions relating to the purpose, sale or equity release by the depositor in relation to private residential property

b) Sums paid to the depositor in respect of insurance benefits personal injuries disability and incapacity benefits wrongful conviction, unfair dismissal, redundancy and retirement benefits.

c) the depositors marriage, judicial separation, dissoulution of civil partnership and divorce

d) sums paid to the depositor in respect of benefits payable on death ,claims for compensation in respect of a persons death, or a legacy or distribution from the estate of a deceased person.

More information can be obtained at www.depositguarantee.ie

Reimbursement

The reimbursement deposit guarantee scheme is:Deposit Guarantee Scheme, Central Bank of Ireland, PO BOX 11517, Spencer Dock, North Wall Quay, Dublin 1.Tel: 1890 777 777Email: [email protected]: www.depositguarantee.ie

It will repay your deposits (up to €100.000) within 20 working days until 31 December 2018, within 15 working days from 1 January 2019 until 31 December 2020, within 10 working days from 1 January 2021 to 31 December 2023 and within 7 days from January 2024 onwards, save where specific exceptions apply.

Where the repayable amount cannot be made available within seven working days depositors will be given access to an appropriate amount of the covered deposits to cover the cost of living within five working days of a request . Access to the appropriate amount will only be made on the basis of data provided by the credit institution. If you have not been repaid within these deadlines you should contact the deposit guarantee scheme.

Other important information

In general all retail businesses and depositors are covered by the Deposit Guarantee Scheme. Exceptions for certain deposits are stated on the website of the deposit guarantee scheme . Your credit institution will also inform you on request if certain products are covered or not. If deposits are eligible the credit institution shall also confirm this on the statement of account.

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Annex 2: EMIR DATA

Do you intend to enter into OTC Derivatives trades (including FX Forwards) with the Bank?

Yes No

LEI (Legal Entity Identifier)*:

Counterparty Classification:

Private Individual

Non-commercial acitivity (not affected by EMIR)

Commercial activity

OR

Financial Counterparty (“FC”)

A = Assurance Undertaking authorised in accordance with Directive 2002/83/EC;

C = Credit Institution authorised in accordance with Directive 2006/48/EC;

F = Investment Firm in accordance with Directive 2004/39/EC;

I = Insurance Undertaking authorised in accordance with Directive 73/239/EC;

L = Alternative Investment Fund managed by AIFMs authorised or registered in accordance with Directive 2011/61/EU;

O = Institution for occupational retirement provision within the meaning of Article 6(a) of Directive 2003/41/EC;

R = Reinsurance undertaking authorised in accordance with Directive 2005/68/EC;

U = UCITS and its management company, authorised in accordance with Directive 2009/65/EC

OR

Non-Financial Counterparty (“NFC”)

OR

Non-EEA entity

Do you wish the Bank to report your trade information to a trade repository in order to comply with your requirements under EMIR?

Yes No

By signing below, you agree that you have fully read, understood and are bound by the EMIR Reporting Service Special Terms and Conditions.

Authorised Signatory** Authorised Signatory

Name: Name:


* In order to obtain an LEI in Ireland, visit www.isedirect.ie, and click on LEI services, where you can register as a new user (if appropriate) and then register for one or more LEI’s. You will be required to provide certain information, which may include, legal name, address, country of incorporation, company registration number, VAT number and also, to pay a small fee.

** Authorised signature(s) should be in accordance with the mandate instructions.

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Annex 3: Entity Self-Certification for FATCA purposes

INSTRUCTIONS FOR COMPLETION We are obliged under regulations made pursuant to Section 891E of the Taxes Consolidation Act 1997 (as amended) to collect certain information about each customer’s tax arrangements. Please complete the sections below as directed and provide any additional information requested. In certain circumstances we may be obliged to share this information with relevant tax authorities. To assist you in completing this form, a glossary of terms is attached to this form. Bank of Ireland does not provide tax advice and will not be liable for any errors contained in this form. If you have any questions about how to complete this form you should contact your tax advisor.

SECTION 1: CLASSIFICATION FOR FATCA PURPOSESPlease tick one box only in this section.

A. Financial Institution

1.1 Exempt Beneficial Owner

1.2 Participating Foreign Financial Institution Please complete Section 2

1.3 Non-Participating Foreign Financial Institution

1.4 Irish Financial Institution or a Partner Jurisdiction Financial Institution Please complete Section 2

1.5 Financial Institution resident in the USA or in a US Territory Please complete Section 2

1.6 Excepted Financial Foreign Entity

1.7 Deemed Compliant Foreign Financial Institution (besides those listed above)

B. Non-Financial Foreign Entity

1.8 Active Non-Financial Foreign Entity

1.9 Passive Non-Financial Foreign Entity Please complete Section 3

1.10 Excepted Non-Financial Foreign Entity

C. Specified U.S. Person Please provide U.S. TIN

U.S. TIN:

SECTION 2: FINANCIAL INSTITUTIONS

2.1 Please provide your Global Intermediary Identification Number (‘GIIN’)

2.2 If you are unable to provide a GIIN, please tick one of the below reasons;

(i) The Entity is a IGA Partner Jurisdiction Financial Institution and have not yet obtained a GIIN

(ii) GIIN not yet obtained but sponsored by another entity which does have a GIIN

Sponsor’s Name:

Sponsor’s GIIN:

(iii) US person but not a Specified U.S person

SECTION 3: PASSIVE NON-FINANCIAL FOREIGN ENTITY If you are a Passive Non-Financial Foreign Entity, each Controlling Person (e.g. ultimate individual beneficial owners whose percentage ownership is 25% or greater / directors*) must self-certify that they are not U.S citizens/resident or resident in the US for tax purposes. If additional self-certifications are required, please copy this page. This ‘Entity Self-Certification for FATCA purposes’ must be separately completed for each Beneficial Owner that is not a natural person.

Name U.S. citizen/resident? U.S resident for tax purposes If yes, please provide U.S TIN

Yes No Yes No

Yes No Yes No

Yes No Yes No

Yes No Yes No

Yes No Yes No

*If additional self-certifications are required, please copy this page.

DECLARATION The information provided in this form is, to the best of my knowledge and belief, accurate and complete. I will promptly provide an updated Self-Certification if the information contained in this form changes.

D D M M Y Y Y Y

Company Secretary or (duly authorised) Director* Date

*Or equivalent.

Name of Account Holder:

Name of Entity completing certification (if different):

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Glossary

Active Non-Financial Foreign Entity An Active Non-Financial Foreign Entity is any Non-Financial Foreign Entity that meets one of the following criteria:

(i) Less than 50 per cent of it’s gross income for the preceding calendar year or other appropriate reporting period is passive income (such as dividends, interest, royalties, annuities and rent) and less than 50 per cent of the assets held by it during the preceding calendar year or other appropriate reporting period are assets that produce or are held for the production of passive income;

(ii) Its stock is regularly traded on an established securities market or it is a Related Entity of an entity, the stock of which is traded on an established securities market;

(iii) It is a government, a political subdivision of such government, or a public body performing a function of such government or a political subdivision thereof, or an entity wholly owned by one or more of the foregoing;

(iv) Substantially all of its activities consist of holding (in whole or in part) the outstanding stock of, or providing financing and services to, one or more subsidiaries that engage in trades or businesses other than the business of a Financial Institution. However the entity will not qualify as an Active Non-Financial Foreign Entity if it functions (or holds itself out to be) an investment fund, such as a Private Equity Fund, Venture Capital Fund, Leveraged Buyout Fund or any Investment Vehicle whose purpose is to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes. In these circumstances the entity will be a Passive Non-Financial Foreign Entity;

(v) It is not yet operating a business and has no prior operating history, but is investing capital into assets with the intent to operate a business other than that of a Financial Institution; provided that it shall not qualify for this exception after the date that is 24 months after the date of its initial organisation;

(vi) It was not a Financial Institution in the past five years, and is in the process of liquidating its assets, or is reorganising with the intent to continue or recommence operations in a business other than that of a Financial Institution;

(vii) It primarily engages in financing and hedging transactions with, or for Related Entities that are not Financial Institutions, and does not provide financing or hedging services to any entity that is not a Related Entity, provided that the group of any such Related Entities is primarily engaged in a business other than that of a Financial Institution;

(viii) It is organised in a U.S Territory and all the owners of the payee are bona fide residents of that U.S. Territory;(ix) It is an “excepted NFFE” as described in relevant U.S. Treasury Regulations; or(x) It is a Non-Profit Organisation.

Controlling PersonsThe term “Controlling Persons” means the natural persons who exercise control over an entity. In the case of a trust, such term means the settlor, the trustees, the protector (if any), the beneficiaries or class of beneficiaries, and any other natural person exercising ultimate effective control over the trust, and in the case of a legal arrangement other than a trust, such term means persons in equivalent or similar positions. The term “Controlling Persons” must be interpreted in a manner consistent with the Financial Action Task Force Recommendations.

Exempt Beneficial OwnerThe term “Exempt Beneficial Owner” means

(i) The Irish Government, any political subdivision of the Irish Government or any wholly owned agency or instrumentality of any one or more of the foregoing including: The National Treasury Management Agency, The National Pensions Reserve Fund and the National Pensions Reserve Fund Commission, and, The National Asset Management Agency;

(ii) The office in Ireland of any institution of the European Union, of the European Investment Bank, the European Bank for Reconstruction and Development, or of any organisation to which the Diplomatic Relations and Immunities Acts 1967 – 2006 apply;

(iii) a Central Bank; or(iv) A pension trust and any other organisation, as referred to in Article 4(1)(c) (Residence) of the Convention, established in Ireland and

maintained exclusively to administer or provide retirement or employee benefits.

Excepted Non-Financial Foreign Entity The term “Excepted Non-Financial Foreign Entity” has the same meaning as Active Non-Financial Foreign Entity and applies to entities in countries that have not signed an intergovernmental agreement with the U.S. to implement FATCA.

FATCA The Foreign Account Tax Compliance provisions (commonly known as ‘FATCA’) contained in the US Hire Act 2010.

Financial InstitutionThe term “Financial Institution” means a Custodial Institution, a Depository Institution, an Investment Entity, or a Specified Insurance Company as defined for the purposes of FATCA.

Investment EntityThe term “Investment Entity” means any entity:

(a) that primarily conducts as a business one or more of the following activities or operations for or on behalf of a customer: i. trading in money market instruments (cheques, bills, certificates of deposit, derivatives, etc.); foreign exchange; exchange,

interest rate and index instruments; transferable securities; or commodity futures trading; ii. individual and collective portfolio management; or iii. otherwise investing, administering, or managing financial assets or money on behalf of other persons; or(b) the gross income of which is primarily attributable to investing, reinvesting, or trading in financial fssets, if the entity is managed by

another entity that is a Depository Institution, a Custodial Institution, a Specified Insurance Company, or an Investment Entity described in (a) above.

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Glossary (continued)

An entity is treated as primarily conducting as a business one or more of the activities described in (a), or an entity’s gross income is primarily attributable to investing, reinvesting, or trading in financial assets for purposes of (b), if the entity’s gross income attributable to the relevant activities equals or exceeds 50 per cent of the entity’s gross income during the shorter of: (i) the three-year period ending on 31 December of the year preceding the year in which the determination is made; or (ii) the period during which the entity has been in existence. The term “Investment Entity” does not include an entity that is an Active Non-Financial Foreign Entity because it meets any of the criteria in (iv) to (vii) in the definition of Active Non-Financial Foreign Entity.

Non-Financial Foreign EntityA Non-Financial Foreign Entity is any entity that is not a Financial Institution.

Nonparticipating Financial InstitutionThe term “Nonparticipating Financial Institution” means a non-U.S. Financial Institution that is not participating in FATCA.

Non-Profit OrganisationThe term “Non-Profit Organisation” means an entity that meets ALL of the following criteria:

(i) It is established and operated in its jurisdiction of residence exclusively for religious, charitable, scientific, artistic, cultural, athletic, or educational purposes; or it is established and operated in its jurisdiction of residence and it is a professional organisation, business league, chamber of commerce, labour organisation, agricultural or horticultural organisation, civic league or an organisation operated exclusively for the promotion of social welfare;

(ii) It is exempt from income tax in its country of residence; (iii) It has no shareholders or members who have a proprietary or beneficial interest in its income or assets;(iv) The applicable laws of the entity’s country of residence or the entity’s formation documents do not permit any income or assets of the

entity to be distributed to, or applied for the benefit of, a private person or non-charitable entity other than pursuant to the conduct of the entity’s charitable activities, or as payment of reasonable compensation for services rendered, or as payment representing the fair market value of property which the entity has purchased; and

(v) The applicable laws of the entity’s country of residence or the entity’s formation documents require that, upon the entity’s liquidation or dissolution, all of its assets be distributed to a governmental entity or other non-profit organisation, or escheat to the government of the entity’s country of residence or any political subdivision thereof.

Passive Non-Financial Foreign EntityA Passive Non-Financial Foreign Entity is any Non-Financial Foreign Entity that is not an Active Non-Financial Foreign Entity.

Related EntityAn entity is a Related Entity of another entity if either entity controls the other entity, or two entities are under common control. For this purpose control includes direct or indirect ownership of more than 50 per cent of the vote and value in an entity.

Specified U.S. PersonThe term “Specified U.S Person” means a U.S. Person, other than: (i) a corporation the stock of which is regularly traded on one or more established securities markets; (ii) any corporation that is a member of the same expanded affiliated group, as defined in section 1471(e)(2) of the U.S. Internal Revenue Code, as a corporation described in clause (i); (iii) the United States or any wholly owned agency or instrumentality thereof; (iv) any State of the United States, any U.S. Territory, any political subdivision of any of the foregoing, or any wholly owned agency or instrumentality of any one or more of the foregoing; (v) any organization exempt from taxation under section 501(a) or an individual retirement plan as defined in section 7701(a)(37) of the U.S. Internal Revenue Code; (vi) any bank as defined in section 581 of the U.S. Internal Revenue Code; (vii) any real estate investment trust as defined in section 856 of the U.S. Internal Revenue Code; (viii) any regulated investment company as defined in section 851 of the U.S. Internal Revenue Code or any entity registered with the Securities Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. 80a-64); (ix) any common trust fund as defined in section 584(a) of the U.S. Internal Revenue Code; (x) any trust that is exempt from tax under section 664(c) of the U.S. Internal Revenue Code or that is described in section 4947(a)(1) of the U.S. Internal Revenue Code; (xi) a dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any State; or (xii) a broker as defined in section 6045(c) of the U.S. Internal Revenue Code.

U.S. PersonThe term “U.S. Person” means means a U.S. citizen or resident individual, a partnership or corporation organized in the United States or under the laws of the United States or any State thereof, a trust if (i) a court within the United States would have authority under applicable law to render orders or judgments concerning substantially all issues regarding administration of the trust, and (ii) one or more U.S. persons have the authority to control all substantial decisions of the trust, or an estate of a decedent that is a citizen or resident of the United States. This terms should be interpreted in accordance with the U.S. Internal Revenue Code.

U.S. TerritoryThe term “U.S. Territory” means American Samoa, the Commonwealth of the Northern Mariana Islands, Guam, the Commonwealth of Puerto Rico, or the U.S. Virgin Islands.

U.S. TINThe term “U.S. TIN” means the entity of individual’s United States Tax Identification Number.

DUBLIN

2 Burlington Plaza,

Burlington Road,

Dublin 4, Ireland

+353 (0)7662 44330

LONDONBow Bells House,

1 Bread Street,

London EC4M 9BE, UK

+44 (0)207 429 9120

BELFAST1 Donegall

Square South,

Belfast BT1 5LR, UK

+44 (0)289 043 3291

STAMFORD300 First Stamford Place,

Stamford CT 06902,

USA

+1 203 391 5555

23-672.R8 (12/15)Bank of Ireland is regulated by the Central Bank of Ireland.

Please return to:

Documentation UnitGroup Operations and PaymentsOperations CentreDublin 18

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