ANGLORAND SECURITIES LIMITED ( ARS ) CONSOLIDATED MANDATE

Transcription

1 ANGLORAND SECURITIES LIMITED ( ARS ) CONSOLIDATED MANDATE 1 SECTION 1: CLIENT DETAIL 1.1 Client Name: the client 1.2 ID Number/Registration number: 1.3 Distribution of contract notes and statement: Please indicate how you wish to receive your contract notes and statements (tick one): to address supplied on particular schedule; or post to postal address supplied on particular schedule 1.4 Please indicate whether you wish to be sent company reports, proxy forms, notices, circulars, listing particulars and any other issuer communications, in respect of equity securities of which you are the beneficial owner. Should you select yes, then these communications will be sent directly to you by the relevant transfer secretaries (tick one). yes no 1.5 Rate your investment experience (tick one): none Limited Good Excellent SECTION 2: INVESTMENT DECISIONS 2.1 Execution of this mandate will be on the following basis (kindly select the option applicable to your account by inserting a tick in the appropriate box you must tick only one box): Non-discretion execution only. Execution only portfolios are not managed by ARS and transactions are only effected on the basis of your prior instruction and consent. ARS is not obliged to pro-actively advise you, however ARS portfolio advisors are at your disposal for information and advice when so requested. ARS right to purchase and sell such investments on your behalf may only be exercised by ARS on your instruction and prior consent, and/or the instruction of the individual authorized to act on your behalf, if so designated by you. By selecting this option you indemnify ARS against any losses incurred on your portfolio as a result of the investment decisions made by you and/or the instruction of the individual authorized to act on your behalf, if so designated by you. Managed full discretionary account ARS is hereby authorized to manage your investments at its sole and full discretion in order to achieve the investment objective/s as determined in the Investment Risk Profiling Questionnaire completed by you below. This means that ARS mandate is an unlimited mandate to act on your behalf without it being necessary to obtain further authority or consent from you to effect any transaction in investments in terms of this mandate. ARS is entitled and obliged to utilize its discretion in electing particular options in respect of all corporate action events which require such an election to be made. ARS may utilize its discretion in exercising voting rights on your behalf. 2.2 Investment Objectives and Guidelines (to be completed only if managed full discretionary account is selected above). In order to assist us in structuring a portfolio that is effective in attaining your investments objectives please provide us with the following information. These investment objectives referred to below are guidelines only and shall not create any legal obligation of any nature on ARS who shall not be liable in any way for any failure to meet such objectives.

2 My investment objective is best defined as: My risk profile associated with this mandate is: Long-term Capital Preservation Maximum Capital Appreciation Maximum after Tax Income Maximum Income yield Maximum growth Other 2 High Medium Low Time horizon: Short Term (1-2 years) Medium Term (2-10 years) Long Term (More than 10 years) Other requirements: SECTION 3: GENERAL TERMS AND CONDITIONS 1. This is a mandate as contemplated in the rules ( the rules ) of the Johannesburg Securities Exchange ( the JSE ) and relevant legislation. 2. The words and phrases used in this mandate shall, unless the contrary appears, have the same meaning ascribed to them in the rules, the Securities Services Act 36 of 2004 ( the SSA ) or any replacement act or acts and any relevant conditions promulgated under such acts together, the applicable legislation ). 3. This mandate shall commence on the date of ARS s signature hereof and may be terminated in writing by either party to the other party. 4. By your signature at the foot of this document and on any Schedules annexed hereto, you authorize ARS to manage your investments subject to the terms and conditions contained herein and in the Schedules annexed hereto and subject also to the applicable legislation. ARS shall, in particular, in managing your investments comply with all the relevant provisions of the rules. 5. You hereby appoint ARS as your duly authorized agent on your behalf to purchase and sell and to enter into any transaction in accordance with the applicable authority, both in the Republic of South Africa and, if and when permitted by law, in foreign countries in respect of the following 5.1 listed and unlisted securities and financial instruments, in respect of foreign securities and financial instruments you acknowledge that you are aware of and understand the risks inherent in such investments especially currency fluctuations; 5.2 money market instruments as defined in the JSE s rules, including but not limited to, notes, negotiable certificates of deposit, commercial paper or other debt instruments; 5.3 warrants to subscribe for the investments referred to in 5.1 and 5.2; You hereby accept that warrants have attached to them an inherently high degree of risk. You hereby acknowledge and warrant that you will not hold ARS liable for any loss sustained in our trading warrants on your behalf. 5.4 depository receipts or other instruments relating to the investments referred to in 5.1,5.2 and 5.3 above; 5.5 collective investments and similar schemes; 5.6 Krugerrands and similar investment coins and, subject to any statutory regulations, bullion; 5.7 investments similar to or related to any of the foregoing or contemplated in the applicable legislation, and 5.8 any other securities or financial instruments specified in this mandate. 6. ARS may from time to time be the counterpart with whom you transact or sells to you or buys from you for ARS own account or for any of their clients and ARS is hereby authorized to do so. ARS is hereby authorized to have a personal interest as principal or agent in any transaction for the purchase or sale on your behalf of your investments. Unless so requested by you, ARS is not

3 3 required to disclose such interest to you specifically prior to entering into any transaction in which it may have such a personal interest. 7. Unless otherwise specified in the Particulars Schedule completed by you 7.1 you warrant that all such investments as you may deliver or cause to be delivered to ARS in terms of this mandate are not subject to any pledge, lien, charge or encumbrance and that they shall remain free of any such pledge, lien, charge or other encumbrance, while they are held by ARS in safe custody; if shares are delivered in accordance with a duly executed pledge and cession agreement the investment will be held in Shap-Aron Nominees (Pty) Ltd; 7.2 all investments other than cash and bearer instruments managed by ARS in terms of this mandate shall be registered in the name of Shap-Aron Nominees (Pty) Ltd, as nominee on your behalf and for your benefit; 7.3 all such investments shall be held by ARS in safe custody (in fungible consolidated share certificate form where appropriate) on your behalf subject to the applicable legislation and, in particular, the rules your investments comprising listed uncertificated securities shall be held by ARS 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; 8.2 if ARS is not an account holder in such depository or registry, ARS shall be entitled to create an electronic entry in respect of the investments in the depository or registry through a participant of ARS s choice; 8.3 any such investments shall be held to your order via the participant s nominee or our nominee. 9. You authorize us to hold in safe custody or to move such investments from one electronic record to another or withdraw any such investments from safe custody for the purpose only of: 9.1 transferring the investments to you or your order or upon termination of this mandate. In such case, the investments will be sent at your risk and at your cost by courier or registered post to your address stipulated in the particulars schedule ; or to such other address or central securities depository as per written notification from you, in such instance you shall be liable for all transfer or rematerialization cost which shall be payable to us prior to us acting on your instruction 9.2 dealing with the investments as may actually be required in fulfilling this mandate; 9.3 lodging the investments on your behalf with any person or entity in terms of an order of court or special resolution of the issuer of the investments; 9.4 any other lawful purpose in terms of this mandate. It is specifically recorded that ARS may not exercise the rights attaching to any investments for ARS s own purpose of interest but may 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 into JSE Trustees (Proprietary) Limited ( JSET ) in terms of the JSE s rules unless we pay the cash over to you on receipt of it, or transfer the funds to your market account Interest is credited once a month to your account with ARS. ARS takes a 1% turn on interest earned on your account, where the interest amount is less than R50-00 this interest will not be credited to your account Upon you or any person on your behalf making a deposit into an ARS bank account for whatever reason, then you undertake to furnish ARS with your correct account number that shall be used as the reference number on any such deposit or electronic transfer via a commercial bank. In the event that you fail to do so, or the commercial bank makes a mistake in entering the correct reference number, then you indemnify ARS against any loss and/or damage that might be incurred by you as a result thereof 10.4 You may not deposit funds with us for transfer to JSET for the sole purpose of earning interest. Funds held by ARS or deposited with JSET for the purchase of any financial products other than JSE authorised investments are not subject to the rules and directives or regulation of the JSE Where this mandate is terminated, or where you have instructed us by notice in writing to realize and repay to you any portion of the investment under our management we shall pay any cash into your bank account stipulated on the Particulars Schedule or such other bank account as per notification received from you in writing You authorize 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 management or administration fees due under this mandate or otherwise ARS will not accept any responsibility as far as proxy voting is concerned and proxy forms will only be completed and submitted to the relevant companies transfer offices after a written instruction has been received from the client. The instruction should stipulate whether the client wishes to vote in favour or against the resolutions and also in respect of how many securities the client wishes to vote Clients wishing to attend any company meeting/s in person can obtain the necessary letter of representation by contacting ARS s corporate actions department. The letter of representation will only be issued upon receipt of a written request by the client and it will be the client s responsibility to ensure that ARS receives the request in time The term corporate action can be used to describe various events that take place within a listed company and it is therefore impossible for ARS to inform their clients of all corporate action events. ARS does however accept the material obligation to inform their clients of all corporate actions whereby the clients would have a choice in elections of either a share or cash entitlement accept where we have a full discretionary mandate in which case ARS will take the decision on behalf of the client. Clients who have supplied us with an address will be ed the details of the corporate action to the address supplied. Clients who have not supplies us with an address will be

4 4 contacted at one of the telephone numbers supplied by the client on the Particulars Schedule. ARS will not be responsible or held liable should we not be able to get hold of you for what so ever reason ARS will endeavor to make contact with every non-discretionary client as far as a corporate action with election is concerned and failure to do so will result in the client accepting the default option, this option is usually published by the company Due to the sensitive nature of corporate actions it is expected of clients to inform ARS of any changes in postal, or physical addresses as well as contact numbers, failure to inform ARS of such changes could result in ARS not being able to make contact with the client and therefore having to apply company default options in the event of corporate actions with election 11.6 Company documentation and annual reports will only be distributed to shareholders who elect to receive these reports in Section 1, question 1.4 of this mandate. We advice clients who have not given us full discretion to elect to receive these reports so as to ensure that you remain informed in terms of the companies you have invested in. 12. Nothing in this mandate affects your right to require us to pay to you or into your bank account, or on written request from you, any cash deposited by us on your behalf at JSET and 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 the management fees, administration fees and brokerage charges set out in the Fees Schedule annexed hereto as amended from time to time in writing by ARS. We are specifically authorized to realize any investment held by ARS in terms of this mandate should there be insufficient cash available to settle our fees. Should our mandate be terminated during any calendar month, our fee in respect of the month shall be payable on the date of termination. 14. We shall furnish you with a written statement of account showing details of any changes in the investments held on your behalf, including any cash held by JSET on your behalf at the date of the statement of account, these statements shall either be provided monthly or quarterly. Such details shall include but not be limited to the period of which investments were held and the amount of interest paid by JSET in respect of the cash held by JSET on your behalf. 15. 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. 16. You acknowledge that you have been advised and understand the risks pertaining to investing in financial instruments, that is in the buying and selling of local or foreign listed financial instruments. In addition you acknowledge that there is an investment risk investing in listed securities, collective investments and associated with all asset classes that incorporate the fluctuations in currency transactions. In terms of this agreement it is recorded that you accept such risks which may result in financial loss and that you will not hold ARS or any of its employees or directors liable for any such loss. 17. Anglorand chooses as our domicilium citandi et executandi for the purpose of the service of all notices and process pursuant to this mandate our physical address as 1 st floor, Broll Place, Sunnyside Office Park, 32 Princess of Wales Terrace Parktown, 2193, or such other physical and postal addresses as may be stipulated by notice in writing. It is accepted that your domicilium citandi et executandi for the purpose of the service of all notices and process pursuant to this mandate shall be the physical address as it appears on the Particular Schedule, or such other physical and postal address as may be stipulated by notice in writing. 18. Should this mandate be terminated for any reason, no penalty shall become due to either party in respect of such termination. Such termination shall not however, affect any outstanding order or transaction placed on your behalf prior to the termination of the mandate or any legal rights or obligations which may then already have arisen. Should you instruct the transfer of uncertificated securities a transfer fee shall be payable by you, should you instruct rematerialization of securities then the rematerialization fees will be payable by you. No transfer or rematerialization will take place until all fees have been settled by you in full. 19. You hereby indemnify ARS and hold ARS 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 in terms of this mandate, and in particular; 19.1 Tax on interest accruing for your benefit on any cash amount deposited by us in terms of this mandate, and 19.2 Tax on the increase in value of any investment administered or managed by us on your behalf and for your benefit. Furthermore, you undertake to refund to us on demand any amount which we may be called upon to pay by any revenue authority in respect of any such interest or gain accruing to you for your benefit and further authorize us to pay any such amounts out of the investments or realized proceeds of the investments managed by us on your behalf or under our control. 20. You consent to our recording any telephone conversation between yourself and any member of ARS staff and acknowledge that this is an international practice and is used solely for the purpose of resolving any disputes, which may arise concerning telephonic advice or instructions. 21. You consent to ARS using credit bureaus to obtain your personal and/or company information together with credit information to help us make decisions. ARS may use information obtained from the credit bureaus for credit decisions, the prevention of fraud and money laundering, and risk management. 22. Notwithstanding the provisions of the Computer Evidence Act, No 57 of 1983, in the event of a dispute between us, a certificate signed by any director of ARS (whose appointment, authority or qualification need not be proven), to the effect that a transaction was executed on the JSE trading system shall be prima proof that the said transaction was validly executed. 23. Where confirmation of a transaction is transmitted to you through an electronic medium, ARS shall not be liable to you or any other person receiving the confirmation for or in respect of any direct, indirect or consequential liability, loss, damage or cost of any kind or nature arising by virtue of the fact that the confirmation is sent through an electronic medium, whether or not as a result of the destruction of data, system malfunction, interruption of communications links or any other problem over which ARS has no control. Use of ARS Internet site is available on the terms and conditions published on the website and subject to all disclaimers in this regard. By accessing and logging onto this web site you confirm that you have read and understood the terms and conditions and all disclaimers and that you will be bound by them. ARS reserves the right to reject, at its discretion, any application for usage of its web site.

5 5 24. The client acknowledges that there are certain risks associated with conveying instructions by telephone, facsimile, post and/or , and hereby indemnifies ARS in respect of any loss or damages resulting from the use of telephone, facsimile, post and/or instructions 25. In the event of ARS taking any form of legal action or proceedings against you for the recovery of any monies owing to ARS, then you agree to pay all legal costs thereby incurred on the attorney and own client scale and all collection commission. 26. ARS and its employees, agents or servants shall not be liable for any loss or damage, whether general, special, consequential or otherwise, howsoever suffered by you, arising directly or indirectly from any action or omission by ARS or any of its employees, agents or servants. 27. The following terms and conditions apply: 27.1 No addition to or variation or amendment of this mandate shall be binding unless contained in a written document signed by or on behalf of both of us, with the exception of our fees, which may be amended from time to time by us in writing; 27.2 No term, provision, condition or representation relating to the subject matter hereof, not contained herein or in the annexures hereto shall be binding on either of us Any notice given in terms of this mandate shall be given in writing and shall be deemed, unless the contrary is proved, if: Delivered by hand, to have been received on the date of delivery; Transmitted by facsimile or , to have been received on the date of transmission; and Sent by post, to have been received 10 days after the date of posting. 28 You agree to inform us immediately of any changes to your personal information as stated in the Particulars Schedule, including change of bank details, telephone and facsimile numbers, electronic mail address, physical and postal addresses, and you agree to not hold us accountable for any harm to you that may result from you refraining to supply us with the relevant information. SECTION 4: CLIENT SIGNATURE By your signature of this mandate, you authorize ARS to manage your investments in accordance with your instructions as set out in this mandate subject to the terms and conditions of this mandate and subject also to the applicable legislation. You acknowledge that you have read, understood and accepted the terms and conditions of this mandate. Signed at on this the day of 20 CLIENT SIGNATURE Who warrants his authority to sign this Agreement Assisted by (if under legal disability) Capacity Name Kindly attach Power of Attorney, if applicable WITNESS WITNESS ARS SIGNATURE ARS hereby undertakes to carry out the terms of this mandate in accordance with the provisions of the relevant rules and directives of the JSE, and in accordance with any other rules, directives or decisions of the JSE which may now have or which may in the future have a bearing on the conduct of managed accounts and will try to achieve the best results possible which are compatible with our objectives. Signed at on this the day of 20 FOR ANGLORAND SECURITIES LIMITED Director, who warrants his authority to sign this Agreement

6 6 ANNEXURE A FEES SCHEDULE ANGLORAND CHARGES EXCLUDING VAT: 1. Brokerage rate charged per transaction: Scale start scale end % commission % end value 0.75% All transactions is subject to a minimum fee of R Annual administration charge: R Payment fees: R13.16 per electronic payment and R30.71 per cheque payment 4. Cash deposit fees: The cash deposit fee charged to ARS by the bank will be debited from the client account. We strongly urge you not to deposit cash. 5. Management fee: 6. Performance fee: 7. Off market settlement/pf transfer charge: R per counter 8. Rematerialization of securities: R per certificate 9. Paper fees: Fees charged for registration and dematerialization of paper certificates (Registration and dematerialization) by our outsourcers, CSDP and the company registrars will be debited or passed on to the account of the client. 10. Account closure admin charge: R payable on receipt of instruction 11. Anglorand Internet only live prices: R65-00 this fee will be processed on month end and will be reversed (non-professional users) after month end if the brokerage on the account is above R for the month to which the fee applies 12. Anglorand Internet only live prices: R this fee will be processed on month end and will be reversed (professional users) after month end if the brokerage on the account is above R for the month to which the fee applies Management and performance fees are charged monthly but calculated on a per annum basis. OTHER CHARGES EXCLUDING VAT: 1. STRATE settlement cost: less than R R10.92 Greater than R but less than R1million % Greater than R1million R Investor Protection Levy: % 3. Uncertificated Securities Tax (UST): 0.25% on purchase value VAT is payable on all of the above charges excluding UST at a rate of 14% ** Note: All fees are subject to change. ** Additional fees are levied on client accounts for special services rendered, example Scrip Lending and Borrowing Fees.