GENERAL TERMS AND CONDITIONS

Transcription

1 GENERAL TERMS AND CONDITIONS 1. This is a mandate as contemplated in the rules ( the rules ) of the JSE Securities Exchange of South Africa ( the JSE ) and the relevant legislation. 2. The mandate shall be governed by and construed in accordance with the laws of the Republic of South Africa. The parties irrevocably and unconditionally agree that the Courts of the Republic of South Africa are to have exclusive jurisdiction regarding all proceedings, transactions, and applications, disputes or the like which may arise out of or in connection with this mandate. 3. The words and phrases used in this mandate shall, unless the contrary appears, have the meaning ascribed to them in the JSE Rules, the Stock Exchanges Control Act, 1985 ( SECA ), the Financial Markets Control Act, 1989 ( the FMCA ) or any replacement act(s) and any relevant conditions promulgated under such acts (together, the applicable legislation ). 4. By your signature at the foot of this document and on the Schedules annexed hereto, you authorise us to manage your investments as set out in 6.1 to 6.8 ( the investments ) subject to the terms and conditions contained herein and in the Schedule annexed hereto and subject also to the applicable legislation. We shall, in particular, in managing your investments, comply with all relevant provisions of the JSE Rules. 5. This mandate shall commence on the date of signature hereof by you, and may be terminated in writing forthwith by either party to the other party. 6. Our management of the investment set out below shall be conducted on the basis set out in the attached Limited discretion schedule. To this end, you hereby appoint us as your duly authorised agent on your behalf to purchase, sell and / or to enter into any transaction in accordance with the Limited discretion Schedule, both in the Republic of South Africa and, if and when permitted by law, in foreign countries in respect of the following 6.1 listed securities; 6.2 unlisted securities; 6.3 warrants to subscribe for in the investments referred to in 6.1 above; 6.4 unit trusts and similar schemes; 6.5 Krugerrands; 6.6 Bonds; 6.7 Foreign Equity Linked Products; 6.8 investments similar to or related to any of the foregoing or contemplated in the applicable legislation; and 6.9 any other securities or financial instruments as specifically identified in a separate agreement relevant to such instruments. 7. Unless specifically authorised by you to do so, we shall not in our capacity as managers of your investments in terms of this mandate take a position against you, nor sell to you for our own account any investments owned by us, nor buy from you any investments for our own account. 8. Unless otherwise specified in the Particulars Schedule hereto 8.1 you warrant that all such investments as you may deliver or cause to be delivered to us in terms of this mandate are not subject to any lien or charge and that they shall remain free of any such lien or charge while they are held by us in safe custody; 8.2 all investments other than cash and bearer instruments managed by us in terms of this mandate shall be registered in the name of PSG Genomineerdes (Edms) Bpk as nominee on your behalf and for your benefit, unless they are bearer instruments and are Page 1 of v6 Client Initials

2 thus not capable of being so registered; and all such investments shall be held by us in safe custody on your behalf subject to the applicable legislation and, in particular, the rules. 9. Safe custody: 9.1 Your investments comprising listed uncertificated securities shall be held by us in safe custody, reflected as an electronic entry in a central depository or electronic scrip or nominee registry as approved by the JSE and subject to any applicable legislation, the terms of this mandate or any other agreement between us. 9.2 If we are not an account holder in such depository or registry, we shall be entitled to create an electronic entry in respect of the investments in the depository or registry through a participant of our choice. 9.3 Notwithstanding anything contained in 8.2, unless you notify us to the contrary, any such investments shall be held to your order via the participant s nominee or our nominee. 10. You authorise us to hold any such investments in safe custody or to move such investments from one electronic record to another or withdraw any such investment from safe custody for the purpose only of 10.1 transferring the investments to you or your order or upon termination of our mandate, at your risks to such destination as you notify us in writing. In such case, the investments will be sent to the CSDP (Central Securities Depositary Participant) as stipulated in your letter; 10.2 dealing with the investments as may actually be required in fulfilling this mandate; 10.3 lodging the investments on your behalf with any person or entity in terms of an order of court or a special resolution of the issuer of the investments; 10.4 any other lawful purposes in terms of this mandate. 11. It is specifically recorded that we may not exercise the rights attaching to any investments for our own purpose or interest but may only act in accordance with your instructions All cash deposits including interest, dividends, proceeds of disposals and cash, received by us for your account arising from the management of your investments in terms of this mandate, shall be paid by us for your credit and in your name directly into JSE Trustees (Proprietary) Limited ( JSET ) in terms of the JSE Rules unless we pay the funds over to you on receipt of it Where this mandate is terminated, or where you have instructed us by notice in writing to realise and repay to you any portion of the investments under our management, we shall pay any funds into your bank account as stipulated in the Particulars Schedule annexed hereto You authorise us to retain or to withdraw from any cash deposited by us on your behalf in JSET such amounts as are actually required to pay for investments purchased on your behalf; effect such other payments as are strictly necessary in the operation of this mandate; and discharge a debt due to us from you whether in respect of the fees due under this mandate or otherwise. 12. Nothing in this mandate affects your right to require us to pay to you or to your order, on written request from you, any cash deposited by us on your behalf in JSET or to deliver to you, or, in respect of uncertificated securities, transfer to your order, on request, any investments held by us on your behalf. 13. In consideration for the services to be provided by us in terms of this mandate, we shall be entitled to a monthly Administration fee, as amended from time to time. We are specifically authorised to realise any investment held by us in terms of this mandate should there be insufficient cash available to settle our monthly fees, realised trading losses or unsettled transactions. Should our mandate be terminated during any calendar month, our fee in respect of that month shall be payable on the date of termination. Page 2 of v6 Client Initials

3 14. We shall on a monthly basis deduct a one percent fee from the interest that you earn on your cash held by JSE Trustees (Pty) Ltd, JSET. 15. We shall furnish you with a monthly statement of account showing details of any change in the investments held on your behalf, including any cash held by JSET on your behalf at the date of the statement of account. Such details shall include but shall not be limited to the period for which the investments were held and the amount of interest paid by JSET in respect of the cash held by JSET on your behalf. 16. Third party instructions will only be effected in terms of our company policy. This policy is based on measures to protect the client and us, as well as measures to combat money laundering. A third party instruction is only accepted on written instruction from yourself. It is specifically recorded that where any scrip is registered in the name of or payment is made by us to the related third parties recorded in this mandate, you indemnify us and hold us harmless against all and any loss, liability, costs, demands and damages of all and every kind directly or indirectly suffered by yourself as a result of any such instruction. 17. By your signature hereto, you acknowledge that you are aware of the risks inherent in the investments set out above. In addition, you accept that such risk may result in a financial loss to you. 18. By your signature hereto, you acknowledge that you are aware of your material settlement obligation. Should you fail to meet settlement on settlement date, we shall take reasonable action to mitigate our risk. You will be held liable for all losses, profits, fine or costs incurred. Please see a copy of the material obligations as Annexure A You hereby indemnify and hold us harmless against any liability, loss or damage whatsoever: a. incurred or suffered by you as a result of any transaction relating to your investments made by us under this mandate; b. which we or any other party may incur or sufferer as a result of the operation of your investments in terms of this mandate, or as a result of any instruction from you; or, c. as a result of any instruction or conduct of a third party duly appointed by you or any third party purporting to act on your behalf, whether as a result of the action of such party outside the scope of their mandate from you, or otherwise. 20. Where confirmation of a transaction is transmitted to you through an electronic medium, we will not be liable to you or any other person receiving the confirmation for or in respect of any direct, indirect or consequential liability, loss, damages or cost of any kind of nature arising by virtue of the fact that the confirmation is sent through an electronic medium. 21. You hereby indemnify and hold us harmless in respect of any income tax or other tax or levy of whatsoever nature in respect of which you may become liable or which may become payable pursuant to anything done by us on your behalf of this mandate, and in particular a. tax on interest accruing for your benefit on any cash amount invested by us in terms of this mandate; and b. tax on the increase in value of any investment administered or managed by us on your behalf and for your benefit. 22. We shall endeavor to contact you, including via electronic communication, pertaining to corporate actions. Should we not have your election by the deadline date and time specified, we shall utilise our discretion in electing a particular option. Page 3 of v6 Client Initials

4 23. Subject to that set out above, if we for any reason cease to be a member of the JSE, this mandate shall automatically terminate with immediate effect. 24. We choose as our respective domicilium citandi et executandi for the purpose of the service of all notices and processes pursuant to this mandate our respective physical addresses appearing on the Particular Schedule annexed hereto, or such other physical and domicilia and notic as may be stipulated by notice in writing No addition to or variation or amendment of this mandate shall be binding unless contained in a written document signed by you No term, provision, condition or representation relating to the subject matter hereof, not contained herein or in the annexes hereto shall be binding on either of us unless agreed to in writing and / or in a data message 25.3 Any notice given in terms of this mandate shall be given in writing and shall be deemed, unless the contrary is proved, if a. delivered by hand, to have been received on the date of delivery; b. transmitted by facsimile or , to have been received on the date of transmission; and c. sent by post, to have been received 10 days after the date of posting The Schedules annexed hereto, if signed by or on behalf of both of us, shall be binding on us as if specifically incorporated into the mandate until cancelled by notice in writing as contemplated herein. 26. You consent to our recording any telephone conversation between you and any member of our staff and acknowledge that this is an international practice and is inter alias for the purpose of resolving any disputes, which may arise concerning telephonic advice or instruction. 27. You consent to us executing a Consumer Scan on your person. The information obtained from the Consumer Scan will remain the property of Online and will not be divulged to outside parties. 28. Brokerage fees charged may change from time to time. The brokerage fee structure is displayed on our website. Any variation of the fees shall be by way of written notification to you at least one month prior to its implementation. Signed at.. on this the day of 20 CLIENT SIGNATURE Signed at... on this the. day of. 20. ONLINE SECURITIES LIMITED Page 4 of v6 Client Initials

5 LIMITED DISCRETION SCHEDULE By your signature of this Schedule, you hereby restrict our discretion in the management on your behalf, of the investments more fully described in clause 6 of the mandate as follows: 1. our right to purchase and sell such investments on your behalf may only be exercised by us on *1.1 your instruction and prior consent; *1.2 the instruction of your investment adviser, previously agreed with us in respect of each transaction. *delete whichever is not applicable, unless both 1.1 and 1.2 apply. 2. You hereby indemnify us and or any third party with whom we contract on your behalf and hold us and any such third party harmless from: 2.1. any loss incurred on your behalf pursuant to any bona fide investments made by us in terms of this mandate; and 2.2 any and all claims, damages, liabilities, costs and expenses, including attorney fees, which may be brought against us by reason of the operation of your account. Signed at. on this the day of CLIENT SIGNATURE Signed at.. on this the.. day of ONLINE SECURITIES LIMITED Page 5 of v6 Client Initials

6 ANNEXURE A1 MATERIAL OBLIGATIONS OF BUYERS & SELLERS OF UNCERTIFICATED SECURITIES FOR CONTROLLED CLIENTS In terms of the Stock Exchanges Control Act, 1985 ( SECA ) and the rules of the JSE Securities Exchange South Africa ( the rules ), members are required to ensure that buyers and sellers of listed securities are aware of their material obligations in terms of the provisions of SECA and the rules which relate to the trading and settlement of uncertificated securities. In terms of SECA and the rules, the material obligations of clients include the obligations set out below. A controlled client is a client who does not appoint a CSD participant of his own, and the settlement of the transactions entered into by the client is conducted by the member of the client via accounts belonging to the member in the records of the CSD participant. (See definition attached). Material Obligation 1 1. Settlement will take place in accordance with the following principles: each transaction represented by a single contract note between the ultimate seller and ultimate buyer; applying the market convention that parties to a transaction have a contractual obligation to cause such transaction to settle on a specific day, settlement day (which is five business days after the trade was done); and on a net basis per member, per listed security. Material Obligation A controlled client must sign a mandate in favour of a member before any cash or securities are received by the member. 2.2 A controlled client must obtain a receipt from the member when the securities are placed under the control of the member. 2.3 A controlled client must receive a monthly statement and reconcile the STRATE approved securities reflected on the statement with his records. 2.4 A controlled client must advise a member of its choice for an elective corporate action by no later than 16h00 three days prior to the record date for that corporate action. 2.5 A controlled client must advise a member if it wishes to receive information from any issuer regarding securities that the client owns. Material Obligation 3 3. A controlled client may not place an order to sell a STRATE approved security unless: the securities to be sold are in the custody of the member and have been dematerialised; or another transaction has been entered into by the client for the equivalent number of uncertificated securities to be available for settlement on T + 5; or the client has made arrangements to borrow the equivalent number of uncertificated securities and the equivalent securities will be available for settlement to take place on T + 5. Material Obligation 4 By no later than 16h00 on T + 2, a controlled client which is not a carry account client, must ensure that the member is in a position to settle the transaction on T + 5. Material Obligation Where the controlled client fails to put the member in a position before 16h00 on T + 2 to settle the transaction on settlement day, the controlled client will forfeit any rights that the client may have had in respect of the said transaction, including the right to enforce performance of the transaction. Notwithstanding such forfeiture, the client shall remain liable for any losses, costs and charges incurred, or charge imposed by the member which effected the said transaction. Page 6 of v6 Client Initials

7 5.2 A member shall have the right but not the obligation to allow a controlled client to honour his obligations until 12h00 on T + 4 after which the obligation to settle reverts to the member. 5.3 Where the controlled client has not complied with its obligation to put the member in a position to effect settlement and neither the member nor the settlement authority is able to effect settlement, the settlement authority shall as at 16h00 on T + 4 declare the transaction to be a failed trade. 5.4 Notwithstanding 5.2 and 5.3 above, the notification at any stage prior to 16h00 on T+3 by a controlled client to a member of its inability to put the member in a position to settle, may result in the declaration of a failed trade by 09H00 on the following business day. Material Obligation 6 Where a transaction of a controlled client fails, such client may be responsible for any balance of the non-failing party s transaction which was closed. The settlement authority will close a failed trade against another transaction. When such closing constitutes a part of a larger transaction, the non-failing party may apply to the settlement authority to have the balance of the transaction cancelled. If successful, the failing controlled client will take the place of the non-failing party for the balance of such transaction. Material Obligation 7 7. As a consequence of the controlled client not meeting material obligation 4 and where the member or the settlement authority is able to effect settlement by borrowing funds or securities the member shall be entitled to: 7.1 In respect of a sale transaction immediately buy the required securities for the account of the client; and the client must pay to the member the difference between the sale consideration of the securities the client requested to be sold and the purchase consideration of the securities which were bought-in by the member, including any interest; 7.2 In respect of a purchase transaction immediately sell the securities purchased for the account of the client; the client must pay the member the difference between the purchase consideration of the securities which were purchased at the clients request and the sale consideration of the securities sold by the member, including interest. 7.3 If there is any amount still owing by the client after the member has taken the steps set out in 7.1 and 7.2, the member may also sell any other securities of the client which the member holds for the client or which the member may receive on behalf of the client in order to realise the difference. Material obligation 8 Where a controlled client has not made available securities timeously and a member borrows securities to effect settlement for the controlled client, the controlled client is responsible for any costs that may be incurred by the member in this regard and any penalties imposed on the member. These costs include the costs related to manufactured dividends. Material obligation 9 Where a member borrows funds either directly or via the settlement authority to effect settlement for a controlled client who has not made payment of the required funds to the member timeously, the controlled client is responsible for any costs incurred by the member or penalties imposed on the member in this regard. Page 7 of v6 Client Initials

8 Material obligation Where a controlled client does not meet his obligations timeously and neither the member nor the settlement authority is able to borrow funds or uncertificated securities to ensure that settlement of the transaction takes place, then the transaction of the failing controlled client shall be closed by the member in accordance with instructions provided by the settlement authority A failing controlled client will in addition to any fees and penalties, be responsible for any compensation that is paid to the non-failing party. Material obligation A client may be invited by the JSE to voluntarily give up a transaction, or a part of a transaction, where the JSE believes that it is likely that the transaction will not settle because of a potential failed trade If the client gives up a transaction or a part of the transaction in accordance with 11.1, then the client will be entitled to receive compensation. Material Obligation If there is a failed trade which will result in a transaction or part of a transaction not settling, a client must, if instructed by the JSE, give up the transaction or a part of the transaction If the client gives up a transaction or a part of the transaction in the manner set out in 12.1, then the client will be entitled to receive compensation If a client is instructed by the settlement authority to give up a part of a transaction, the client may apply to give up the entire transaction. If the settlement authority allows the giving up of the entire transaction, the client waives any right to receive compensation. Page 8 of v6 Client Initials