EFTA01204561.pdf

TO: 12Aug14 1947 EST FROM: DEUTSCHE BANK AG PAGE 001 Deutsche Bank AG, London Branch 13 August, 2014 Currency Option Transaction Our ref: 834462396-1 Reporting jurisdiction(s): ESMA Our UT I. 10302106780112000000000000000000834462396P Your UTI: PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC Deutsche Bank AG. London Branch 1 SOUTH STREET FX Options Operations BALTIMORE 21202.MARYLAND.UNITED STATES Wnchester House I. Great Wnchester Street London EC2N 208 +1 4435414739 Telex 94015555 Sing IDEUTili Direct Ism Dear Sirs Direct Fax +44 207 545 6338/6305 The purpose cf this letter agreement is to confirm the terms and conditions of the L:t.rrency Option entered into between us Deutsche Bank AG, London Branch (Tarty k) and PRIVATE CUENT SERVICES PM ALEX BROWN AC SOUTHERN FINANCIAL ILC ("Party B') on the Trade Date referred to below (the 'Transaction"). The definitions and provisions contained in the 1998 FX and Currency Option Definitions (the 'FX Definitions') as published by the International Swaps and Derivatives Association, Inc, the Emerging Markets Traders Association and The Foreign Exchange Committee are incorporated into this Confirmation. In the event of any inconsistency between the FX Dernitons and this Confirmation, this Confirmation will prevail If you and we are parties to either an ISDA Interest Rate and Currency Exchange Agreement (for which purposes this Trarrsactcn shall constitute a 'Swap Transaction') or an ISDA Master Agreement (in each case an 'Agreement") then His Confirmation supplements, form part of and is subject to such Agreement. If you and we are not yet parties to an Agreement then this Confirmation evidences a complete and binding agreement between Party A and Party B as to the terms of the Transaction to which this Confirmation relates. In addition Party A and Party B agree to use all reasonable efforts promptly to negotiate. execute and delver an agreement in the form of the ISDA Master Agreement (Multicurrency — Cross Border) (the 'ISDA Form) wth such modifications as you and we %IN in good faith agree. Upon execution by Party A and Party B or such an agreement this Confirmation wwll supplement, form part of, and be subject to that agreement Al provisions contained or incorporated by reference in that agreement upon its execution will govern this Confirmaton. Until we execute and delver that agreement this Confirmation, together with al other documents referring to the ISDA Form (each a "Confirmation) confirming transactions (each a 'Transaction') entered into between us (notwithstanding anything to the contrary in a Confirmation) shall supplement form a part of, and be subject to an agreement in the form of the ISDA Form as if we had executed an agreement on the Trade Date of the first such Transaction between us and such form with the schedule thereto () specifying only that (a) the governing law is English law and (b) the Termination Currency S U.S. Dollars. (I) incorporating the addition to the definition of the "Indemnifiable Tax' contained in (page 48 of) the ISDA 'Users Guide to the 1992 ISDA Master Agreements' and (ii) incorporating any other modifications to the ISDA Form specified below. The terms of the Transaction to which this Confirmation relates are as follows. Deutsche Bank AG is authorised under German Banking Law nennetent authority: BaFin - Federal Financial Supervising Authority) and regulated by dm) Fnanciat Services Authority for the conduct of UK busness: a member the London Stock Exchange. Deutsche Bank AG is a Joint stock capcntion with tinted lability incorporated in the Federal Republic of Germany HRB No. 30 000 Diana Cast of Frankfurt am Main. Branch Regstratim in England arid Wales BROIC005: Registered address- Wnchester House. I Great Winchester Street. London EON 2DB (10107) Deutsche Bank Group enline. htIghtriwir deutsche-bank corn EFTA01204561 TO: 12Aug14 1949 EST FROM: DEUTSCHE BANK AG PAGE 002 1. General Terms; Trade Date: 12 August 2014 Buyer Party B Seller Party A Currency Option se,401 European Currency Option Type: USD Put/CNY Call Put Currency and Put Currency Amount USD 75,000 000 00 Call Currency and Cal Currency Amount CNY 462.007 CCC cr: Expiation Date: 12 August 2015 Expiation Time. 15:00 hours (Local time in Tokyo) Settlement Date. 14 August 2015 Strike Price. CNY 6.16000 per USD 1.00 Premum USD 273.000 00 Premum payable by: Party B Premum Payment Date* 14 August 2014 Premum Payment Instructions Deutsche Bank Trust Co Amencas, New York Swift Code: BKTRUS33)DO( Acc: Business Days. Nen Yak. Beijing and Ham Kong Additional Disruption Event Provisions for Applicable an Offshore Deliverable CNY Transaction and ISDA Offshore Deliverable CNY Transaction Dsruption Fallback Matrix 2. Representations: Each party represents to the other party as of the date that it enters into this Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for this Transaction). Non-Reliance It is acting for its own account and it has made its awn independent decisions to enter into this Transaction and as b whether the Transaction is appropriate or proper for it based upon its own judgement and upon advice front such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advce a as a recommendation to enter into this Transaction, d being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered to be investment advice or a recommendation to enter into the Transaction. No cornmunicaton (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this Transaction. (ii) Assessment and Understanding. It is capable d assessing the ments of and understanding (on 'Mann behalf or through independent professional advice): and understands and accepts the terms and conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of the Transaction. (iii) Status of Parties. The other party is not acting as a fduziary for or adviser to it in respect of this Transaction. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning rt to us or by sending to us a letter or facsimile substantially minter to this letter. which letter or facsimile sets forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms. Confirmed as d the date first above written PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC BY: By Name: Name: Authorised Signatory Authorised Signatory For any query relating to this Confirmation, please contact us on 001 201-593-3700 If you agree with the details of this confirmation please sign and return to fax number 001 201-593-6671 This Is a corrputer generated confirmation and does not require a Deutsche Bank AG au honed signature. Deutsche Bank AG is authalsed under German Banking Law (carbetent authority: BaFin - Federal Financial SupeMsing Authority) and regulated by the Firiencial Sentes Pathway for the conduct of UK business: a member the London Stock Exchange. Deutsche Bank AG is a joint stock capastion %Rh Meted lability incorporated in the Federal Republic of Germany HRB No. 30000 Ostroff Cart of Frankfurt am Main. Branch Resisbetion in England and Wales BR000005: Registered address: Winchester House. 1 Great Winchester Street. London EC2N 2DB. (10107) Deutsche Bank Group online: kilo:mintydeutsche-bank con EFTA01204562 TO: 12Aug14 1950 EST FROM: DEUTSCHE BANK AG PAGE 003 Deutsche Bank AG is authorised under Getman Berating Law (competent authority: BaFin - Federal Financial Supervising Authady) and regulated by the FE:row Berates Outhcray fame conduct a UK business: a member the London Stock Exchange. Deutsche Bank AG is a joint stock capaa0ai with Insted lability Incapaated in the Federal Republic of Germany HRB No. 30000 District Cart of Frankfurt am Main. Branch Registration in England and Wales BR000005: Registered adttess: wnchester House. 1 Great Winchester Street. London EC2N 20B. (10107) Deutsche Bank Group online: htlpihninv.deutsche-bank.can EFTA01204563