General Terms and Conditions
1. RELATIONSHIP WITH SECURITIESVOTING
1.1 SecuritiesVoting's main business is providing an e-voting platform that enables (i) the possibility for intermediaries and proxy agencies to process attendance card requests and issue voting instructions for their clients, and (ii) the possibility for shareholders to request an attendance card or issue voting instructions themselves directly. For the avoidance of doubt: SecuritiesVoting is solely acting as a service provider. SecuritiesVoting is not responsible for publishing the general meeting and all related information on the Website. SecuritiesVoting does not have control of nor assumes the liability for the registration and voting on securities in shareholders’ meetings and the information related to such meetings placed on the Website. Use of the Website is entirely at the User's own risk.
3. USE OF THE WEBSITE
3.5 SecuritiesVoting shall make reasonable efforts to offer the User an uninterrupted access to the Website. However, SecuritiesVoting can at all times temporarily place (certain parts of) the Website out of use to remove any failures or to conduct maintenance. In such cases, SecuritiesVoting will inform the User by placing information in this context on the Website.
3.6 SecuritiesVoting may alter the appearance of the Website from time to time. In order to be sure that the User has access to the most recent version of the Website, the User is advised to use the 'refresh' button on its browser on every occasion that the User visits the Website.
4. PROXY SECTION
4.1 The Proxy Section can be used to cast votes attached to the Securities. The User must truthfully enter the requested data in the specific fields within the Proxy Section of the Website.
In the Proxy Section, the Issuing Institution or the Agent will decide to which parties the User can grant a Proxy for the casting of votes attached to the Securities for a specific General Meeting.
The Website will state the specific term during which the User may use the Proxy Section for a specific General Meeting. The User can choose to use the Proxy Section to cast votes attached to his Securities. In that case the User will provide ABN AMRO with all relevant data requested in the Proxy Section. The data submitted by the User will, upon receipt of an alert email from ABN AMRO, be verified by the Intermediary appointed by the User in the Proxy Section. The Intermediary will inform ABN AMRO about any incorrect submitted data. The Intermediary will subsequently inform the User about any incorrect submitted data and the User may adjust the incorrect data until the end of the term during which the Users can use the Proxy Section. The intermediary will verify the adjusted data and if all data is correct ABN AMRO will notify the User thereof. Failing to adjust any incorrect data before the end of the term during which the Users can use the Proxy Section, will have the consequence that the voting right will be deemed to have not been exercised.
By entering its username and password on the login section of the Website the User accepts that the Proxy has been validly signed by it (also in case a third party, with or without permission signed the Proxy) and that the Proxy will validly cast its vote in accordance with the User’s instructions given in the Proxy Section. The login details of the User are equal to the value of a handwritten or electronic signature.
5. LIMITATION OF LIABILITY
5.1 SecuritiesVoting does not guarantee the actual availability of the Website and accepts no liability for the inability to use the Website. In no case SecuritiesVoting is liable for damages, including but not limited to (i) the loss of profit, (ii) direct or indirect damage, (iii) loss of sales, (iv) loss of income, (v) loss of goodwill, (vi) loss of software or data, (vii) losses that occur during negotiations, (viii) loss of profit opportunities, (ix) loss of the use of computer hardware, computer software or computer data, (x) loss of time by management or other employees, (xi) the inability to exercise any voting right attached to the securities, or (xii) any other losses, suffered directly or indirectly, related to or arising from or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, non-accessibility of the Internet by the User, any system failure or any other technical failures, except in case of gross negligence or willful misconduct of SecuritiesVoting. In that case, the liability of SecuritiesVoting will be limited to the direct damage, if any, of the User.
5.2 SecuritiesVoting is not liable for the failure to (timely) pass on or receive messages, data, powers of attorney, or the casting of or having cast any voting rights attached to . SecuritiesVoting is not liable for the acts or omissions of the User within the Website or for the acts or omissions of any other party (such as an intermediary, vote collector or agent). The User shall hold SecuritiesVoting harmless against all possible claims by any third party in connection with the casting of the votes attached to the securities by the User.
5.3 The content of the pages published and composed by SecuritiesVoting is derived from sources that are considered reliable. SecuritiesVoting cannot guarantee the accuracy or the completeness of information, facts, opinions, forecasts and results given on the Website. SecuritiesVoting accepts no liability for damage arising from the use of or reliance on information made available by or on behalf of SecuritiesVoting. SecuritiesVoting accepts no liability for losses or damage incurred as a result of the use of any information on the Website. The User should take appropriate measures to verify the accuracy and completeness of the information on the Website. The information provided by SecuritiesVoting is the property of its suppliers. The copying, republishing or redistributing of the information, whether performed with the help of caching, iframing or similar methods, is forbidden at all times without the prior written consent of SecuritiesVoting.
5.4 The Website contains links to other sites in order to give the User access to information and services that may be useful to the User. SecuritiesVoting does not own these sites, nor does it endorse the content, information, goods or services supplied therein, and therefore accepts no responsibility or liability for any losses or damage incurred by the User as a result of using these sites.
5.5 SecuritiesVoting is unable to exercise any control over the security or the content of the information that is transmitted on the network or via the service. SecuritiesVoting hereby rejects any liability for sending or receiving incorrect or unlawful information of whatever nature.
6. COPYRIGHT AND OWNERSHIP RIGHTS
7. PROCESSING OF PERSONAL DATA
8. GENERAL PROVISIONS
8.2 Use of this site is subject solely and exclusively to the laws of the Netherlands. The applicability of any other legal system is expressly rejected. Any disputes shall in the first instance be dealt exclusively by the competent court in Amsterdam.
ABN AMRO: ABN AMRO Bank N.V. a public limited liability company (naamloze vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with its registered office at Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands;
Agent: ABN AMRO, acting on behalf of an Issuing Institution;
Confidential Information: all information and data of whatever nature in relation to the User;
General Meeting: a general meeting of Securities Holders of an Issuing Institution as announced and published on the Website
Intermediary: Bank, Custodian, Broker or any other securities intermediary, which is able to process voting and attendance requests on behalf the Securities Holder or approve attendance requests or voting instructions of Securities Holders via the Website.
Issuing Institution: the (listed) company who publishes a General Meeting on the Website in order for a Securities Holder to use the Proxy Section and for which company ABN AMRO acts as an Agent;
Proxy Section: the section of the Website which enables the User to grant a proxy to the Attorney prior to a General Meeting with regard to the casting of votes on the Securities of the User;
Securities: shares in the share capital of an Issuing Institution;
Securities Holder: a holder of Securities;
SecuritiesVoting: the private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) SecuritiesVoting B.V. with its registered office in (1016 BR) Amsterdam, the Netherlands at Herengracht 180;
the User: means each user of the Website who is authorised to exercise the voting right attached to the Securities, including a Securities Holder and an Intermediary;
Website: the e-voting system of SecuritiesVoting which is accessible via https:// www.abnamro.com/evoting and https://www.abnamro.com/intermediary and through which the User may cast votes on its Securities by using the Proxy Section and may request for admission to General Meetings published on the Website.