This Securities Lending Disclosure and Consent (the “Lending Disclosure”) is issued by Payward Europe Digital Solutions (CY) Limited (“PEDSL”, “we”, “us”, “our”).

It applies to you if you are a Retail Client and you elect to participate in our Equity Lending Programme in respect of Equities held in your PEDSL Account under the PEDSL Terms of Service (the “PEDSL Terms”).

By providing your express consent in the manner described in section 11 below, you agree to participate in the Equity Lending Programme on the terms set out in this Lending Disclosure and in the PEDSL Terms.

1. Background and relationship with the US Broker

1. Equity Services and the US Broker. Under the Equity Services described in Part F of the PEDSL Terms, PEDSL enables you to buy and sell shares in companies listed on US securities exchanges (“Equities”). PEDSL acts as your agent and transmits your Orders to a third‑party US broker‑dealer for execution on your behalf on a US securities exchange (the “US Broker”).
2. Securities lending services. Under the agreement with the US Broker, it may, at PEDSL’s instruction and subject to your consent, lend certain Equities held for PEDSL’s clients to third‑party borrowers.
3. Relationship with the PEDSL Terms. This Lending Disclosure explains how our Equity Lending Programme operates, the impact on your rights, the fees and benefits, and the risks involved. It forms part of, and should be read together with, the PEDSL Terms (including Part C: PEDSL Product Terms and Part F: Equity Services Terms). Capitalised terms used but not defined in this Lending Disclosure have the meaning given to them in the PEDSL Terms.
4. Conflict and continued application of PEDSL Terms. If there is any conflict between this Lending Disclosure and the PEDSL Terms, the PEDSL Terms will prevail, except to the extent this Lending Disclosure provides more specific information about the Equity Lending Programme. Subject to the preceding sentence, the PEDSL Terms continue to apply in full to your participation in the Equity Lending Programme. In particular, the provisions of the PEDSL Terms on governing law and jurisdiction, data privacy, complaints and dispute resolution, suspension and termination, and limitation of liability apply to this Lending Disclosure and to the Equity Lending Programme as if they were set out in full here.

2. Definitions

3. What is the Equity Lending Programme?

1. Overview. The Equity Lending Programme is an optional service under which certain Equities that you hold in your PEDSL Account may be lent to third‑party borrowers (for example, other market participants) through the US Broker, acting as our clearing broker.
2. Purpose. Borrowers typically borrow securities for purposes such as hedging, short selling, market‑making or other trading strategies. In return for lending your Equities, you are entitled to receive a share of the Lending Proceeds, after deduction of Service Fees.
3. Optional participation. Participation in the Equity Lending Programme is entirely optional. If you do not provide your express consent, your Equities will not be lent.

4. Eligible Equities and segregation

1. Eligible Equities. Only Equities that:

• are held in your PEDSL Account;
• we designate as eligible for lending; and
• you have consented to lend,

may be included in the Equity Lending Programme (“Lending Permitted Equities”).

2. Non‑eligible assets. The Equity Lending Programme does not apply to:

• Crypto‑assets;
• derivatives;
• xStocks; or
• any other assets held in your PEDSL Account that we have not designated as eligible for lending.

3. Segregation at the US Broker. Under our omnibus clearing agreement with the US Broker:

• If you consent to lending, we will hold your eligible shares in a pooled account with the shares of other customers who have also agreed to lending (the “Lending Permitted Account”);
• Customers who do not consent are held in a separate pooled account (the “Lending Restricted Account”); and
• the US Broker shall maintain the segregation of the Lending Permitted Account and the Lending Restricted Account at all times and will not use securities held in the Lending Restricted Account for any securities lending, or any other purpose.

5. How securities lending works

1. Transfer of title. When your Lending Permitted Equities are lent:

• legal title to those Equities is transferred from the US Broker (as our clearing broker) to the borrower for the duration of the loan; and
• the borrower becomes obliged to deliver Equivalent Securities to the US Broker on termination of the loan.

While your Lending Permitted Equities are on loan, you do not legally own those shares. The borrower owns them instead and is contractually required to return Equivalent Securities at the end of the loan.

2. Collateral. For each loan:

• the borrower must provide collateral (for example, cash or high‑quality securities) with a market value at least equal to a specified percentage of the value of the lent Equities (the “Required Collateral Value”); and
• the US Broker is responsible for ensuring that the borrower provides collateral at or above the Required Collateral Value, issuing margin calls where necessary, and enforcing collateral obligations if the borrower fails to meet them.

3. Mark‑to‑market and margin. The value of the lent Equities and the collateral is regularly re-valued (“market‑to‑market”). If the value of the collateral falls below the Required Collateral Value, the borrower must provide additional collateral. If the value of the collateral exceeds the Required Collateral Value, some collateral may be returned to the borrower.
4. Loans on behalf of clients. All securities lending activities under the Equity Lending Programme are conducted strictly on behalf of, and for the benefit of, the end customers whose securities are lent. Neither PEDSL nor the US Broker will conduct securities lending activities for their own proprietary benefit using your Equities, other than to receive Service Fees as described in section 6.2.
5. No change to your cash balances. Lending your Equities does not affect your cash balances in your PEDSL Account, except to the extent that Lending Proceeds (net of Service Fees) are credited to your PEDSL Account.

2. Impact on your rights

1. Economic rights. While your Equities are on loan:

You are entitled to receive a share of the Lending Proceeds generated from lending your Equities, after deduction of Service Fees.

2. Dividends and other distributions. Any dividends or other distributions declared on lent Equities are received by the borrower, as the legal owner during the loan. You will instead receive an amount equivalent to such dividends or distributions (which may be paid as cash‑in‑lieu) in your PEDSL Account. Cash‑in‑lieu payments may not qualify for any favourable tax treatment that would apply to dividends or distributions received directly from the issuer. You are responsible for assessing and complying with your tax obligations.
3. Voting and other non‑economic rights. While your Equities are on loan, you will not be able to exercise voting rights or other non‑economic rights (such as rights to attend shareholder meetings) in respect of those Equities. If you wish to exercise voting rights in respect of particular Equities, you should tell us in advance. We will ask our US Broker to try to get  your Equities back in time, but we cannot promise that will always be possible, or that Equities will be available to you before the relevant record date or voting deadline, or at all.
4. Statements and reporting. We will provide you, via the Platform and/or your PEDSL Account, with information about:

• which of your Equities are on loan;
• the Lending Proceeds generated; and
• any amounts credited to your PEDSL Account in respect of securities lending,

at a frequency and in a format on a monthly basis.

3. Lending Proceeds and Service Fees

1. Lending Proceeds. “Lending Proceeds” means all proceeds, income, rebates and other amounts generated from securities lending transactions conducted in respect of your Lending Permitted Equities under the Equity Lending Programme.
2. Your entitlement. All Lending Proceeds generated from the lending of your Lending Permitted Equities are for your benefit, subject to the deduction of Service Fees charged by PEDSL and/or the US Broker for providing the securities lending service.
3. Service Fees. PEDSL and/or the US Broker are entitled to charge Service Fees for providing the securities lending service. The applicable Service Fees, and the method and frequency of crediting net Lending Proceeds to your PEDSL Account, will be disclosed to you on our Site and/or within the Platform. We may change the Service Fees from time to time in accordance with the amendment provisions in the PEDSL Terms.
4. Credit of net Lending Proceeds. After deduction of Service Fees, we will credit the net Lending Proceeds to your PEDSL Account in Fiat Currency on a monthly basis.

4. Key risks of participating in the Equity Lending Programme

Participation in the Equity Lending Programme involves risks in addition to those associated with holding Equities generally. You should carefully consider the following risks, together with the risk disclosures and warnings in the PEDSL Terms, including under Parts C, E and F thereof, before deciding whether to participate.

1. Borrower default risk. If a borrower does not return your Equivalent Securities when they are due, and the collateral they have given is not enough or cannot be realised in full, you may suffer a loss on the Equities you have lent, including a loss of some or all of the value of those Equities and any associated entitlements. We and the US Broker will use reasonable endeavours to enforce collateral obligations against the borrower, however, enforcement may be subject to legal, regulatory, insolvency and cross-border constraints as well as delays or limitations outside our control. Accordingly, we cannot  guarantee that any shortfall will be recovered in whole or in part, or within any specific timeframe.
2. Market risk. The value of your Equities may change during the period they are on loan. You bear the market risk on your Equities at all times, whether or not they are lent.
3. Liquidity and recall risk. You may not always be able to get back lent Equities immediately. If you want to sell Equities or withdrawn your consent on Equities that are on loan, we will use reasonable endeavours to recall Equivalent Securities in time to complete your sale, but we cannot guarantee that a recall will be successful or completed within the required timeframe or that Equities will be available to you before or at the relevant sale date, or at all. In stressed market conditions or in the event of operational problems, there may be delays and you may not be able to sell your Equities when desired.
4. Voting and corporate action risk. While your Equities are on loan, and for any period during which they are lent, you will not be able to exercise voting rights or other non-economic rights attached to those Equities. If you wish to exercise voting rights in respect of particular Equities, you should notify us in good time so that we can seek to recall those Equities from loan, but we cannot guarantee that a recall will be successful or completed in time or that Equities will be available to you before the relevant record date or voting deadline, or at all.
5. Operational and legal risk. The Equity Lending Programme relies on the proper functioning of systems and processes operated by PEDSL, the US Broker and the borrowers. If these systems or processes fail, contain errors or are disrupted (including without limitation to IT failures, malfunctions, cyber-attacks, settlement delays or outages), or if the law or regulations change, this may adversely affect your ability to have Equities returned or to receive Lending Proceeds or may result in delays, partial returns or loss of Equities and/or proceeds.
6. Tax risk. Payments of cash-in-lieu dividends or other manufactured payments may be treated differently for tax purposes from dividends or distributions paid directly from the issuer. You are solely responsible for assessing and complying with your own tax obligations in relation to the Equity Lending Programme. If you are unsure, you should seek independent tax advice.
7. Insolvency risk. Your Equities are held for you by the US Broker and/or its sub custodians in pooled (omnibus) accounts together with the shares of other clients. If the US Broker or a sub-custodian becomes insolvent, it may take time to identify each client’s holdings. If there is a shortfall that cannot be fully reconciled, you may have to share that shortfall with other clients. If a borrower becomes insolvent, it may take time to recover the collateral, or the collateral recovered may not be enough, which could result in a loss to you.
8. Not suitable for all investors. Securities lending is complex and is not suitable for everyone. You should only take part in the Equity Lending Programme if you understand how it works, the risks involved, and you are satisfied that it is appropriate for you given your personal circumstances, experience and financial situation.

5. No advice

We do not provide investment, legal, tax or other advice in relation to the Equity Lending Programme and whether it is right for you. If you are not sure, you should get independent advice before deciding whether to take part.

6. Changes, suspension and termination

1. Changes to the Equity Lending Programme. We may add, amend or discontinue any aspect of the Equity Lending Programme in accordance with the amendment provisions in the PEDSL Terms. We will give you reasonable notice of any changes that significantly affect your rights or the way the Equity Lending Programme works, unless we have to act more quickly for legal, regulatory or security reasons.
2. Suspension or termination by us. We may suspend or terminate the Equity Lending Programme, or your participation in it, at any time:

• in accordance with our general suspension and termination rights under the PEDSL Terms;
• if required by applicable law or a governmental or regulatory authority; or
• if we consider it necessary in order to protect us, the US Broker, our other clients or the integrity of the market.

In such circumstances, we will use reasonable efforts to ensure that any outstanding loans of your Equities are terminated and that Equivalent Securities are returned to your PEDSL Account.

3. Withdrawal of your consent. You may withdraw your consent to participate in the Equity Lending Programme at any time by following the process specified on the Platform or by contacting us subject to applicable notice periods, processing times and/or outstanding transactions that may need to be completed or closed out. This will stop us entering into new loans of your Equities.
   We will treat any such notice as applying on a prospective basis only and withdrawal will not affect any rights or obligations accrued or transactions already entered into prior to the effective time of withdrawal.It does not cancel loans that are already in place. We will instruct the US Broker not to enter into any new loans of your Equities and to use reasonable endeavours to recall any of your Equities that are then on loan. You acknowledge that it may not be possible to recall all Equities immediately and that some loans may continue until their scheduled termination.
4. Effect of termination or withdrawal. Termination of the Equity Lending Programme, or withdrawal of your consent, does not affect:

• any rights or obligations that have already arisen in respect of loans entered into before termination or withdrawal; or
• any other rights and obligations under the PEDSL Terms, which will continue in full force and effect.

11. Your consent

By ticking the relevant box or otherwise providing your express consent via the Platform, you confirm, acknowledge and agree to each of the following:

• confirm you have read the documents – confirm that you have read, understood, and had sufficient opportunity to consider this Lending Disclosure, the PEDSL Terms (including Part F: Equity Services Terms) and Appendix 1 to Part C: Risk Disclosure;
• accept the risks of the Equity Lending Programme –  acknowledge and accept all risks associated with participating in the Equity Lending Programme, including, without limitation, the risk of loss in the event of borrower default or shortfall in collateral, or failure to return Equivalent Securities;
• consent to PEDSL lending your Equities - expressly consent to PEDSL and the US Broker designating your Equities as Lending Permitted Equities and lending such Equities to third‑party borrowers in accordance with this Lending Disclosure, the PEDSL Terms and the Securities Lending Services Annex;
• consent to transfer of legal title to Lending Permitted Equities  - consent to the transfer of legal title to your Lending Permitted Equities to borrowers during the term of each loan and to your receipt of Equivalent Securities on termination of each loan. You acknowledge that during the term of a loan, you will not hold legal title to lent Equities;
• accept the impact on voting and other rights  - express consent to your potential loss of voting rights and other non‑economic rights in respect of Equities that are on loan, and to receiving cash‑in‑lieu of dividends or other manufactured payments, which may have materially different tax treatment or consequences compared to actual dividends;
• agree how Lending Proceeds and Service Fees work  - agree that all Lending Proceeds generated from the lending of your Lending Permitted Equities will be for your sole benefit, subject to the deduction of Service Fees charged by PEDSL and/or the US Broker, as disclosed to you from time to time in accordance with the PEDSL Terms; and
• authorise PEDSL and the US Broker to operate the Equity Lending Programme  - authorise PEDSL and the US Broker to take all actions reasonably necessary to implement, operate and administer the Equity Lending Programme in respect of your Lending Permitted Equities, in accordance with applicable law, regulation, the Lending Disclosure and the PEDSL Terms.

IMPORTANT: Your consent and agreement to the above is voluntary. If you do not agree to these terms, you should not provide your consent. In that event your Equities will not be lent under the Equity Lending Programme and the terms of the Lending Disclosure and relevant terms in the PEDSL Terms will not apply to you.