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GENERAL INFORMATION ON SECURITIES1 1. Investing into securities Contemporary securities markets provide a person wishing to invest his/her money into securities, i.e. an investor, with the opportunity to choose among numerous investment opportunities. Investments into securities are performed for different purposes – for earning from dividends, interest or change in the market price of securities, and also for managing certain risks. Investment into securities always contains certain risks (e.g. the possibility not to achieve the expected return or the possibility to lose the entire investment). In general, when investing into securities one should take into account greater risks than e.g. when investing into bank deposits or real estate. The objective of this document is to provide investor with assistance in understanding the nature of different securities and the risks accompanying these. Prior to investing into securities, investor should determine his/her risk profile (incl. financial position and experience in investing into securities) and investment objectives (incl. the desired temporal length of investment). Prior to investing into securities, Swedbank would recommend to visit an investment consultation, where customer will be assisted by investment adviser in making those evaluations. In addition, the investor should examine the particular securities market, the terms and conditions of investment service and the description of risks accompanying the preferred securities. Irrespective of the fact that in certain cases Swedbank as the provider of investment service has assessed the suitability or appropriateness of particular securities or service for a customer, the investor shall remain personally liable for any monetary risk pertaining to the ownership of securities (incl. taxation) and other risks. Therefore, the investor must independently procure and analyse the information regarding the security and its issuer. 2. Securities markets (places of execution of orders) Investment into securities is possible through different securities markets. For example, investors may take part in the securities offerings organised by the security issuer pursuant to the terms and conditions of offer (so-called primary market) or purchase securities from secondary market. There are different classifications of secondary markets (trading places). From the point of view of the level of regulation and transparency, the significant classification of trading places is into regulated markets, multilateral trading facilities (MTF), systematic internalisers and the remaining trading networks or opportunities among market participants (over the counter, OTC). Regulated markets (also often referred to as stock exchanges) are 1 The material contained by this document is informative and is not intended to be either investment advice or recommendation in concluding transactions with any securities. Prior to concluding any transaction involving securities with Swedbank or through it or with its intermediation, the customer should examine the information and documents on the webpage www.swedbank.ee/mifid. usually the systems of organisational, legal and technical solutions organised or managed by a company and monitored by the state, which are formed or constituted for providing the opportunity of constant and regular trading of the securities accepted for trade there. Trading in regulated markets is most institutionalised, and there usually exist strict requirements regarding the disclosure of information pertaining to the securities traded there. Multilateral trading facilities are alternative trading platforms or systems, which are administrated either by the organisers of regulated market or investment firms. The rules for accepting securities for trade in a multilateral trading facility are less strict. A systematic internaliser is an investment firm which, on an organised, frequent and systematic basis, deals on own account by execution client orders outside a regulated market or an MTF. OTC market refers to other cases where the securities are traded between brokers and other persons with the intermediation of electronic platforms or other channels. OTC market is the least transparent for common investor. 3. Risks pertaining to securities As was mentioned above, investing into securities contains several risks. The principal risks when investing into securities are listed in Annex 1 to the Terms and Conditions of Provision of Investment Services of Swedbank. Swedbank would recommend examining this review thoroughly. 4. Securities in general In the table below, Swedbank lists the most widespread securities traded on securities markets and describes their principal features and accompanying risks and fees. The customer must take into account that the list below is not exhaustive both in terms of securities types and descriptions. Security Description Accompanying risks Accompanying fees Shares Shares are securities, the holding of which denotes participating interest in an enterprise. Therefore, shareholder is one of the owners of the enterprise. Shares usually grant the right to vote at the enterprise's general meeting, but the voting right may differ depending on the type of shares. The shareholder presumes that if the company earns profit s/he shall have the opportunity to earn dividends, however it should be taken into account that the earning of profit and payment of dividends is never guaranteed. In addition, the investor hopes when investing into shares that the share price would grow. The share price is affected by several factors, e.g. assessment of the enterprise's growth potential dominating on the market, the interest rates valid on the market, and changes pertaining to particular enterprise (e.g. changes in the management). Therefore, a person investing into one particular share should observe the corresponding enterprise, the securities market and also general economic development. When investing into shares it is possible that the shares will not earn the expected revenue or all the invested money will be lost. Shares traded on the market are sensitive towards all principal risks of financial markets. The investor shall be aware that it may lose his/her entire investment, since in case of terminating the enterprise's activities the shareholders are among the last parties entitled to receive compensation from the enterprise's assets. In order to purchase shares, it is necessary to have a securities account, the fees for opening and maintenance of which you will find in the price list of Swedbank: https://www.swedbank.ee/private/home/more /pricesrates?language=ENG, subsection "Transactions in securities”. Bonds The term private equity refers to such shares of an enterprise that are made available to investors, but not accepted for trading on a regulated market (stock exchange) or in multilateral trading facility. The capital invested by investors into private equity shares is usually used for developing new projects/technologies in the enterprise. As a rule, the purchase of enterprises' shares that are not traded on a regulated market or MTF is extremely complicated for retail investors, since the minimum investment is very large. The buyer of bond grants a loan to an enterprise, local municipality or state. Similarly to all other creditors, the bondholder expects the payment of interest and/or principal of the loan on the previously determined times pursuant to the terms and conditions of the bond. Traditionally, regular interest payments are made on the basis of bonds, and the invested principal is repaid to the investor upon the redemption of the bond. The interest rate of the bond may be fixed or floating (connected to certain reference rate). There are also possible discount bonds, where the lender (buyer of bond) earns revenue from the difference between the selling price and nominal value of the bond, and no interest is paid from the bond. Compared to other securities, the change in shares' value may be relatively large. A widespread method for lowering the risk related to one enterprise is risk spreading by preparing a portfolio composed of many different shares, however it does not eliminate the general market risk – prices of shares may strongly fluctuate due to a reason not directly connected to enterprise's economic results (e.g. global cooling of economy or liquidity crises). When purchasing the shares of a foreign company, the investor shall additionally take into account the political risk, economic risk, legal risk and potential fluctuations of currency exchange rate. Qv. Annex 1 to the Terms and Conditions of Provision of Investment Services of Swedbank. In case of private equity, the matter may concern extremely non-liquid shares. In addition, public limited companies, which securities are not traded on a regulated market, are as a rule less transparent for investors (e.g. in the part of reporting the financial results there do not apply the same strict requirements as for stock-exchange-listed enterprises). Enterprise's bonds are usually considered less risky than the shares of the same enterprise, since in case of the enterprise's liquidation the bondholders are paid compensation before the shareholders. The principal risk associated with bonds is the inability of the bond issuer to pay the interest or principal of loan (issuer risk). The probability of issuer’s insolvency is assessed by independent credit rating agencies. The rating AAA is considered the least risky. Any changes in the rating may strongly affect the market value of the bond. The bonds issued by governments and local municipalities are often considered risk-free, however there always exists the risk of failure to perform the obligations. Smaller enterprises have not necessarily ordered a rating for its bonds, which makes the assessment of the risk of their securities much more complicated for investor. The unusually high interest rate of bond refers to the fact that the issuer experiences problems with funding itself, and such bond is considered risky on the market. In case of purchase and sale of shares, Swedbank charges a transaction fee, the exact rates of which you will find in the bank's price list: https://www.swedbank.ee/private/home/more /pricesrates?language=ENG,, subsection "Transactions in securities”. Please pay attention that the transactions with the shares of enterprises located in foreign countries are significantly more expensive than the shares of local enterprises. When making an investment involving private equity, the expenses may be larger than in case of shares traded on a regulated market. In some cases, the expenses may be determined by the issuer or provider of securities. A securities account is necessary for buying bonds. In case of purchase and sale of bonds, the bank charges a transaction fee, the exact rates of which you will find in the bank's price list: https://www.swedbank.ee/private/home/more /pricesrates?language=ENG. Liabilities pertaining to bonds are usually not secured, but they may well be. A separate class of bonds are convertible bonds. The matter concerns securities, which can be converted during their period of validity (usually at the time chosen by the bond holder) against a certain number of company's shares. Fund units An investment fund is a pool of assets, which provides a number of investors with the opportunity to join their investments and have them managed by an independent professional manager (management company). By purchasing a fund unit, the unit owner becomes the owner of the fund's pool of assets according to the value of his/her unit. The value of fund unit is generally calculated by the management company and it is based on the value of securities constituting part of fund assets or other assets minus the fund's liabilities. An investment fund may also be established as a separate enterprise (e.g. fund established as a public limited company). In general, there are established certain restrictions in investing into fund's assets either by law or management company, using risk diversification as the aim. Pursuant to the investment restrictions, funds may be divided into money market funds, bond funds, balanced funds, share funds and real estate funds. Another possibility is a fund of funds that invests into other funds. In addition, a fund may specialise on a certain sector or region. There are also widespread real estate investment trusts (REIT) that invest into real estate. The majority of investment funds are open funds. The number of units of an open fund is unlimited. If a customer wishes to invest into a fund, new units are issued automatically. On the other hand, in case of closed funds the number of units is limited and for their acquisition these have to be purchased from some other investor. Therefore, the principal difference of closed funds is the fact that the market price of the units is primarily determined by demand and supply, and not the market value of investments calculated by the fund. The strong fluctuation of the market value of bond may also be caused by the circumstances that are not directly associated with the bond issuer, but rather with changes in general interest rates (interest risk). As a rule, the prices of longer-term bonds are more sensitive towards any changes in the interest rates. In case of bonds of smaller enterprises, bonds not quoted at the stock exchange or traded on a stock exchange of low liquidity, one shall take into account the liquidity risk, i.e. due to small interest of buyers there may occur difficulties in selling the bonds ahead of schedule. In case of bonds issued in foreign currency, one should take into account the currency risk. Funds offered to general public are regulated by the law, which together with the fund rules establishes activity limitations for management company. Persons having invested into a fund lack the opportunity to directly influence the investment decisions of the management company. Investment funds divide their assets between a large number of various securities with the aim of spreading the risk, but still fund investors are affected by all principal risks e.g. market risk, liquidity risk and credit risk. A fund investing into the assets of a foreign country may be additionally affected by the foreign currency risk. As a rule, securities related to real estate are extremely sensitive to macroeconomic indicators, primarily interest rates. You can find more detailed information regarding funds from a fund prospectus and rules. Please certainly examine the rules of the redemption of units and pay attention to the fact that if usually fund units are redeemed within several days, the prospectus may describe extraordinary situations, which allow the management company to postpone the redemption for a notably longer period of time. Investments into hedge funds may be difficult to realise since the investment is often accompanied by temporal limitations. In order to realise the units of closed funds ahead of schedule, these shall be sold to some other investor, and the management company has no obligation to redeem the units on the daily basis. In case of some funds, the law describes taxation rules differing from the conventional ones. The fees accompanying the investment into a fund are divided into one-time and constant. One-time fees include the issue and redemption fee associated with the purchase and sale of fund units respectively. A separate fee may also be established for the transactions involving exchange of fund units. Another category contains fund management fee and depositary bank's charge. Charging these fees is not recorded on investor's securities account, but the return of the fund is simply decreased by these amounts on the current basis. Some funds have additionally established a success bonus accounted in case the fund return exceeds the previously determined growth target. All fees charged by a fund are described in the fund prospectus. In addition to the fees charged by the management company, the investor shall also take into account the securities account fees – in case of transactions, Swedbank charges the transaction fee and monthly securities account maintenance fee. All fees are described in the price list of Swedbank: https://www.swedbank.ee/private/home/more /pricesrates?language=ENG, subsection "Transactions in securities”. Derivative instruments in general Please pay attention that in certain cases a fund unit is considered complicated investment instrument. The so-called hedge funds are legally less regulated and may often use leverage and/or invest into different financial instruments of high risk (read below for more detail). Often presuming a large initial investment and setting restrictions on withdrawing your money from the fund, such investment solutions primarily suit professional investors. Derivative instruments i.e. derivatives are securities, which market value is connected with the price of certain underlying assets e.g. listed share, shares index, raw material (oil, precious metals, etc.) or currency exchange rate. The most widely known derivative instruments are options, futures, forwards and swaps. Derivative instruments are used in order to lower risks associated with the change in the value of underlying assets or to earn from such changes. The trader in derivative instruments hopes that the price of these underlying assets will change in a certain way in a certain period of time. Although the financial theory describes opportunities for using derivative instruments for lowering risks, it should be known that in case of derivative instruments a small change in the price of underlying assets may cause notably greater movement in the price of derivative instruments. For example, price changes are often greatest in case there is little time left until the maturity of a derivative instrument (contract). This is described as leverage, which denotes that the investment into derivative instruments may produce greater revenue and bear greater loss than an investment into underlying assets. Therefore, derivative instruments are considered high-risk investment solutions, which are not recommended for investors with little experience. The effect of leverage depends on the conditions and type of particular derivative instrument. The investor should also take into account that the calculations necessary for assessing the fair value of derivative instruments may be extremely complicated. - In case of certain derivative instruments, it is possible to lose more than the initial investment. For example, in case the option seller undertakes to sell the shares for a certain price, upon the realisation of the option s/he shall be obliged to procure these shares at a market price, which may be significantly higher than the current price at the time of the entry into the option contract. Derivative instruments: option Option is the right, but not obligation to sell (put option) or buy (call option) certain underlying assets, usually securities, at the determined price (exercise price) at certain moment of time (exercise time). Options are mostly traded on non-regulated markets and these are therefore valid as agreement between two parties – the option issuer undertakes to sell or buy the securities at the determined price, and the buyer/acquirer of the option has the corresponding right. In trading derivative instruments, the customer shall be often obliged to provide a security of performing his/her obligation (e.g. security deposit). Depending on the change in the value of the underlying assets, the customer may also be obliged to increase the value of the security with a short period of notice (margin call). Options may be used for lowering the risk of decline of the value of some investment and also for speculation that the security price will move in one or another direction. The investor's risk may significantly differ proceeding from the way of using the option. The options of non-regulated markets (OTC) may additionally contain the issuer's credit risk. Due to small market liquidity, investor may not succeed at selling an OTC option at profitable price before the maturity date. Purchase of options When purchasing options, the investor assumes the risk that the security constituting the underlying assets would move in the contrary direction than desired. For earning profit with option transactions, the difference between the market price of the security constituting the underlying assets and the transaction value shall exceed the premium paid when purchasing the option. The investor shall lose 100% of the investment made when purchasing the option in case of call option the market price of the security constituting the underlying assets does not exceed at the maturity date the strike price of The fee paid when purchasing an option is called option premium. The formulas and prerequisites used in calculating option premiums may differ in the cross-section of intermediaries; therefore, different intermediaries may ask for different fees. In addition, the price of option depends on the exercise time, exercise price, current interest rate and volatility of security constituting the underlying assets. The intermediary of option agreements may request additional transaction fees and establish different prices for option buyers and sellers. Before purchasing any options, investors should examine the terms and conditions established by the seller. option agreement. In case of put option, the same rule applies if the exercise price is below the market price. Derivative instruments: future and forward Derivative instruments: Swap Short selling Future and forward oblige the contracting parties to sell/buy securities, raw materials or other financial assets at the agreed time in future and at the agreed price. Differently from option, the holder of future or forward also has the obligation to buy/sell the corresponding underlying assets. Futures are standardised agreements traded on a regulated market (e.g. Chicago Board of Trade). Forwards are similar to futures, but these are usually traded on non-regulated markets (OTC). Forwards may be settled (assignment of underlying assets or monetary settlement of profit/loss) only on maturity date, and futures may be settled at any moment before the maturity date. Swap is the agreement of contracting parties to change cash flows at certain time, e.g. payments with fixed interest rate for payments with floating interest rate (interest rate swap); underlying assets with fixed price for underlying assets with floating price (commodity swap) or one currency for another (foreign exchange swap). Short selling of securities denotes the borrowing and re-selling of securities with the objective to earn from the decline of securities price. In case the securities price declines on the market, it is possible to acquire these on the market at a lower price than the initial selling price and return the borrowed number of shares to the lender. Issue (sale) of options Issue of options potentially creates an even greater risk to investors than the purchase of options. Potential losses may exceed all possible revenues, and additional security assets are usually required. By writing an option, a person assumes the obligation to purchase or sell certain security constituting the underlying assets at the determined price irrespective of how the market price has moved. Owning the underlying assets can lower this risk; if no underlying assets are owned, the risk is theoretically unlimited. Futures and forwards involve high risk. The leverage received from futures and forwards denotes that already a small change in the price of the underlying assets may cause large profit or loss to the investor. Theoretically, the amount of loss is unlimited. To cover potential loss, the investor may be required additional securities on the daily basis, and if the investor is unable to provide these due to disadvantageous movement of the price of the underlying assets, the other contracting party may demand to cancel the contract. Since it is possible to settle forwards only on the maturity date, these involve greater risk that the other party will fail to fulfil its obligations. Swaps involve high risk, and the leverage received from these denotes that already a small change in the price of the underlying assets may cause large profit or loss to the investor. Theoretically, the amount of loss is unlimited. To cover potential loss, the investor may be required additional securities on the daily basis, and if the investor is unable to provide these due to disadvantageous movement of the price of the underlying assets, the other contracting party may demand to cancel the contract. Short selling is extremely risky. In case the price of short-sold securities changes in the disadvantageous direction, the loss inflicted by the transaction may be extremely large. Therefore, short selling practically denotes the use of leverage, and usually there is also demanded the provision of security for securing the liabilities created in this respect in the form of security deposit (qv. above for Derivative instruments in general) When purchasing futures (forwards), the bank may request contract fee, the amount of which depends on particular instrument and character of transaction. Contract fees may differ in the cross-section of intermediaries; therefore, different intermediaries may ask for different fees. In addition, the price of future or forward depends on the exercise time, exercise price, interest rates, etc. Before purchasing any futures (forwards), investors should examine the terms and conditions established by the seller. Swap price depends on the exercise time, exercise price, interest rates, market liquidity, etc. Before purchasing any swaps, investors should examine the terms and conditions established by the seller. Service fees accompanying short selling depend on particular transaction and used instruments. Before concluding any transactions, investors should examine the terms and conditions established by the seller.