CY-1082 Nicosia
Cyprus
Tel: +357 22 68 00 15
Fax: +357 22 68 00 16
Web:
Nicosia, 16 June 2016
For the attention of: The Compliance Officer / Company Secretary / Chief operating Officer
Dear Sir / Madam
Important – MiFID Notification for Eligible Counterparties.
As of the 1st of November 2007, the legal framework that defines the conduct of regulated financial business in Europe, the Investment Services Directive, has been superseded by the Markets in Financial Instruments Directive (“MiFID”).
MiFID is built around a comprehensive system of Client Categorisation that bears a substantial influence on the nature of the business relationship with the Client.
Your Categorisation
Subject to the information that you have supplied to us in the New Client Account Form, we propose to treat you as a per se Eligible Counterparty, in respect of the Investment Services of (a) execution of orders on behalf of clients and / or (b) dealing on own account and / or (c) the reception and transmission of orders. Your categorisation as Eligible Counterparty applies for all Financial Instruments, including complex Financial Instrumentsas these are defined in MiFID. We will accord you the relevant protections associated with your categorisation. In respect of all other services and most notably in respect of Investment Advice, you will be treated as a professional client.
As an Eligible Counterparty, you will not be accorded certain protections including “best execution” and the handling of your orders. You will also not be accorded any protection from the Investor Compensation Scheme (additional information about the scheme can be provided to you upon request). Under MiFID, you are entitled to request a different categorisation (i.e. as a Professional or Retail Client). However, it is important to note that as a policy, Atonline Limited refrains from offering services to retail clients.
Informational Package
This letter is accompanied by an informational package that contains all the information that needs to be disseminated to you in the discharge of our obligations in respect of MiFID. Please take the time to read carefully through the informational package so that you have a good understanding of the base for our co-operation under MiFID.
MiFIDConsents
Please note that for certain areas, your prior consent is required. These areas are prominently marked for your convenience and are presented in the “MiFID Consents Form” on the next page.
Investor and AML Questionnaires
In order to comply with our regulatory obligations, we need to obtain from you some additional information to (a) ascertain your investment objectives, so that we can provide you with recommendations that are suitable to you (b) build an economic profile of your entity and (c) where applicable, ascertain the measures and procedures that you have in place for the prevention of money laundering and terrorist financing. Please complete and sign the enclosed questionnaires.
We would be grateful if you (or any person with the appropriate authority) could provide us with your response as soon as possible to enable the activation of your account.
Should you have any further questions, please do not hesitate to contact either your account officer or myself, Ms.Lana Maremshaova, by email at (preferred method) or by telephone on +357 22680015.
Yours faithfully
Pavels Mitins
Anti-Money Laundering Compliance Officer
UniCredit Aton International Limited is authorized and regulated by the Cyprus Securities and Exchange Commission under license reference: CIF026/04
MiFID Consents FormAgree / Disagree
1. /
Consent to your categorization as Eligible Counterparty
You confirm that you agree to your treatment as Eligible Counterparty in respect of the Investment Services of (a) execution of orders on behalf of clients and / or (b) dealing on own account and / or (c) the reception and transmission of orders with full knowledge of the loss of protections that such treatment entails.2. /
Consent to the provision of information by Atonline Limitedin a durable medium other than on paper
You confirm that you have regular access to the internet and you consent to Atonline Limited providing you information in a durable medium other than on paper by electronic means, either by facsimile transmission, electronic mail (email) to the number and address that were stated on the New Client Account form or notified to Atonline Limited at a later stage. You hereby also consent to Atonline Limited providing information to you on Atonline Limited’s website at or any other website that Atonline Limited may notify to you from time to time.If you have not notified to Atonline Limited a facsimile number or an email account and you wish to receive information from Atonline Limited by electronic means, please provide us with the said information at the designated space below:
Facsimile (fax) number: email address:
3. /
Consent to the use of Atonline Limited’s professional judgment as to whether to transmit certain limit orders to a Regulated Market or a Multilateral Trading Facility (MTF)
You confirm that you grant Atonline Limited your consent to use its best professional judgment as to whether to transmit limit orders that are below standard market size and which are not immediately executed under market conditions prevailing at the time, to a Regulated Market or a Multilateral Trading Facility (MTF).Signed:
Name(s):
Title(s):
Date:
Duly authorized for and on behalf of
Please provide us with your responses in both of the following manners:
- By post to: Atonline Limited, 20 Kyriakou Matsi Avenue, 4th floor, CY-1082 Nicosia, Cyprus.
- By sending a scanned copy of the signed form by electronic mail to .
MiFID – Informational Package for ELIGIBLE COUNTERPARTIES
Methods of communication
Special factors relating to the Russian Federation
Order handling
Suitability
Personal Data Protection
Policy adopted by Atonline Limited in relation to the Processing of Personal Data (Protection of Individuals) Law
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Informational package for Eligible Counterparties
Methods of communication
As part of the informational package, we are enquiring as to the possibility of obtaining your confirmation that you have regular access to the internet. This will enable us to post important information that is not specifically addressed to you on our website and communicate with you via email. We would very much appreciate such a confirmation because we sincerely believe that it is to your advantage. The dissemination of information through electronic means is much more efficient, as we can quickly monitor whether the information has reached you (contrary to correspondence sent by post) and it enables us to reduce the cost of serving your account, thus keeping our rates and charges competitive.
Special factors relating to the Russian Federation
Especially in relation to Russian assets, it is important to bring to your attention certain important factors. Aton LLC, our affiliated entity that acts as our broker and custodian for Russian Financial Instruments, may hold your assets either directly through registration with the relevant registrar or via local depositories, including NDC and DCC. As a result, you will be exposed to operational and other risk associated with the Russian market infrastructure, including such registrars and local depositories and you should make yourself familiar with this infrastructure before deciding to invest in this market. The registration process can sometimes be administratively cumbersome and time consuming, leading to constraints on trading.
One further oddity is that the concept of beneficial ownership is not yet fully developed under Russian law and as a result, it is possible that Russian law would not recognise your beneficial ownership of assets despite that these are held in a segregated account for clients of Atonline Limited. As a result, you will not be fully protected in the event that a valid order is served to either Atonline Limited or Aton LLC seeking to freeze, attach or otherwise restrict assets belonging to either of the two companies and a Russian Court may treat your assets as assets belonging to Atonline Limited or Aton LLC and as such open to seizure and arrest and you may lose your beneficial interest.
As part of the Custody Agreement, where applicable, Atonline Limited undertakes to collect income, dividends, coupons, stock distributions and other entitlements that are due to you in respect of the assets kept under Atonline Limited’s custody. Typically ownership of securities under Russian Law will only transfer upon settlement and registration of the securities in question. As a result, your corporate action entitlements and obligations may not correspond with legal ownership of the securities in question.
We will be accounting for your assets under Atonline Limited’s custody on a “trade date” principle. Corporate actions in Russia typically are subject to a “record date” on which Atonline Limited or you will have to be the legal owner of the security in question to be entitled to participation in the event. Due to the fact that in Russia, the “record date” may precede substantially the event and/or where the registration of securities ownership, due to delays or otherwise occurs many days after the trade date, your ability to participate in the event may not correspond with your holdings in Atonline Limited’s books and records or the holdings that appear on your analytical statement or may include only some of the trades that were effected on your behalf prior to the “record date”.
In Russia there is no centralised source of disclosure in respect of corporate actions and the obligation of the issuers in this respect may be limited to an announcement in national or local newspapers. This unavoidably entails the danger of an announcement not being noticed. In cases where the issuer opts for notification exclusively through newspapers, Atonline Limited will not be responsible or liable for the failure to locate or identify relevant events.
One further oddity of Russian practise is that if a Russian Issuer does not distribute dividends within one year of such dividends being proclaimed, the legal owners of the securities in question may never receive their dividend entitlements. In addition, during the one year period, the Issuer may pay registered owners of the entitled securities at different times. As a result, Atonline Limited may only pay distributions to you in respect of securities of which Atonline Limited or Aton LLC is the legal owner upon (a) full payment being received from the issuer or (b) one year having passed from the date of the issuer’s corporate meeting where the distribution was declared. Due to all these odd factors, Atonline Limited may not be able to participate (either in total or partially) in all events to which you may be entitled to participate.
Atonline Limited may not be able to offer you the possibility of proactive proxy voting in respect of securities of which Atonline Limited is the legal owner. Atonline Limited may be able to vote on your behalf where all other beneficial owners of the relevant Financial Instrument under Atonline Limited’s custody wish to vote in the same manner as you.
Order handling
Article 22(2) of MiFID introduces a new requirement regarding client limit orders in respect of shares admitted to trading on a regulated market. A Limit Order is defined as an order to buy or sell a Financial Instrument at its specified price limit or better and for a specified size (quantity). Such orders that are not large in scale compared with normal market size and which are not immediately executed under prevailing market conditions must be made public immediately by being transmitted to a regulated market and / or MTF, unless the client expressly instructs otherwise.
Atonline Limited exercises its professional discretion as to when and how unexecuted limit orders are displayed. We believe that this approach best serves the interests of our clients and thus we kindly ask you to provide us with your consent, by signing the relevant consent form, to continue applying this approach.
Suitability
Article 19(4) of MiFID states that when providing Investment Advice or Portfolio Management (this service is not currently offered by Atonline Limited), EU regulated Investment Firms must obtain the necessary information regarding the client’s or potential client’s (a) knowledge and experience in the investment field relevant to the specific type of product or service (b) his financial situation and (c) his investment objectives so that the firm can recommend to the client or potential client those investment services and Financial Instruments that are suitable for him. In the case of Professional Clients, we are allowed to assume that you possess the necessary experience and knowledge and also that you are able financially to bear any related investment risks. Please be reminded, that in respect of Investment Advice and any non-Eligible Counterparty Service, you will be treated as Professional Client.
Please note that, unless the relevant parts of the attached Investor Questionnaire (those that relate to Professional Clients are fully completed and unless you have opted for the provision by Atonline Limited of Investment Advice, Atonline Limited will not be providing to you Investment Advice (whether subject to a written agreement or otherwise).
Any information, communications and/or ideas that might be exchanged from time to time in the absence of any of the conditions for the provision of Investment Advice outlined hereabove will be considered to be “incidental information” and Atonline Limited shall not be considered to be offering any Investment Advice to you, nor shall the Firm be liable for any damages, actual, implied or potential, that you or any other party might incur as a result of relying on such “incidental information”.
Personal Data Protection
Atonline Limited is registered with the Cyprus Commissioner for the Protection of Data as a Controller of personal data, and complies with all the provisions of European Directive 95/46/EC on the Protection of Individuals with Regard to the Processing of Personal Data and of the Free Movement of Such Data, as transposed into National Legislation (Law 138 (I) 2001). Atonline Limited has the right to transmit personal data to any entity situated within the European Union that apply equivalent protections and has also obtained the right to transmit personal data to Aton LLC, strictly for the purpose of the provision of those Investment and Ancillary Services that Atonline Limited is providing to you.
"Controller" means any person who determines the purpose and means of the processing of personal data, whereas “processing” is defined as “any operation or set of operations which is performed by any person upon personal data, whether or not by automatic means, and includes the collection, recording, organization, preservation, storage, alteration, extraction, use, transmission, dissemination or any other form of disposal, connection or combination, blocking, erasure or destruction”.
If you opt to have transactions executed on your behalf involving instruments listed or traded in the United States of America, we may have to transmit personal data to US entities. The United States of America do not accord the same protections in respect to personal data. By placing an order for the execution of a transaction involving a Financial Instrument listed or traded in the United States of America, you will be deemed to provide your consent for the transmission of personal data relating to you to entities residing in the United States of America.
If you have provided Personal Data to Atonline Limited, in your capacity as account holder or a representative of a corporate entity that is the account holder, please sign the attached declaration relating to the processing of Personal Data. Unless we obtain your consent to the processing of Personal Data, we will not be able to manage the said account properly.
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/ UniCredit Aton International Limited
UniCredit Aton International Limited is authorized and regulated by the Cyprus Securities and Exchange Commission under license reference: CIF026/04
Policy adopted by Atonline Limited in relation to the Processing of Personal Data (Protection of Individuals) Law
Pursuant to The Processing of Personal Data (Protection of Individuals) Law 138 (I) 2001 of the Republic of Cyprus (herewith “the Law”), we are obliged to ensure that the collection and processing of Personal Data is performed in accordance with the provisions of the Law. In order to achieve this goal, we need to have accurate Personal Data. We would kindly request from you that you inform us promptly of any change in your Personal Data by paying a visit to any of our branches or by letter addressed to Atonline Limited ( “Company”).
The term “Personal Data” refers to any information that has been submitted or will be submitted in the future to the Company:
- By yourselves, in relation to the agreements for the provision of Investment and Ancillary Services or the settlement of any transaction.
- By third parties (for example joint account co-owners, persons who recommend you to the company or by other persons that are associated in any manner with you), or
- Data that can be ascertained from your account movement or from the products and services that are delivered to you by the Company.
The term “Sensitive Data” means data concerning racial or ethnic origin, political convictions, religious or philosophical beliefs, participation in a body, association and trade union, health, sex life and erotic orientation as well as data relevant to criminal prosecutions or convictions. The collection and processing of Sensitive Data is permitted only after your explicit consent.
Receptors of the data (apart from Sensitive Data) are all the authorised and duly trained for the handling of Personal Data personnel of the Company and Aton Group and other companies and / or persons that have been or will be commissioned in the future, for the provision of certain services to the Company, subject to a co-operation agreement and subject to the approval of the Cyprus Securities & Exchange Commission.
Confidentiality: According to the provisions of the Law, Personal Data must be treated as strictly confidential. Any data or information that relate to yourselves will not be disclosed or transmitted to any third party, except for instances allowed by the Law. Such instances include:
- When the disclosure or transmission of Personal Data is done in accordance to your request or consent. Your consent need not be obtained in written form if the service is offered by telephone,
- When you have been declared bankrupt,
- When the disclosure is done in compliance with any Law or in compliance with a Court Order,
- When the disclosure is done as part of legal procedures between the Company and yourselves,
- When the disclosure is done for the performance of a task carried out in the public interest or is necessary for the purposes of the legitimate interests pursued by the Company.
- When the disclosure is necessary for the assessment of your creditworthiness in relation to a bona fide transaction or transaction to be effected in the future.
From time to time, we may be using introducing brokers or associates that will be collecting and processing your Personal Data on account of the Company. The obligation for confidentiality will be binding upon our associates and the processing of Personal Data will be effected under our guidance and will be governed by a written cooperation agreement. It is also possible that your Personal Data is transmitted to other companies belonging to Aton Group that are domiciled within the European Union or outside the European Union. In such cases, we will be ensuring the same level of protection that is afforded by Cyprus Legislation.