To Be Completed by Avior Client Name Account number Partner code Dealer ACCOUNT OPENING FORM, MANDATE, MATERIAL OBLIGATIONS & FICA CHECKLIST FOR A LEGAL ENTITY Registered name Trading name Registration number Entity Type Close corporation Company Trust Investment club Contact person Physical address Postal code Country Postal address Postal code Country Email address Telephone (Work) Telephone (Cell) FOR AN INDIVIDUAL Surname First name(s) Identity / Passport number Date of Birth (DD/MM/YYYY) Sex / / Male Female Avior Capital Markets (Pty) Ltd (Reg No. 2007/017236/07 Pty Ltd) VAT No 4790234127 Avior is a member of the JSE and an Authorised Financial Services Provider - FSP 45814 Tel: +27 11 589 2876 Fax: +27 11 589 2890 Suite 1003, 82 on Maude, 82 Maude street, Sandton, 2196 P.O Box 651856 Benmore 2010 www.avior.co.za Directors: P Koutromanos, K Mattison, N Tilly
Marital status Single Married out of community Married in community Physical address Postal code Country Postal address Postal code Country Email address Telephone (Work) Telephone (Home) Telephone (Cell) BROKER NOTES & STATEMENTS Notes & statement delivery option of choice Do you require copy notes & statements? Email Address Physical Address Postal Address Yes No If Yes how should they be delivered? Email Address Physical Address Postal Address Addressee name & surname Address for the above selection Postal code Country BANKING DETAILS Bank name Account name Account number Branch name Branch code 2
IS THERE A THIRD PARTY WHO WILL PROVIDE INSTRUCTIONS ON YOUR ACCOUNT? Surname First name(s) Capacity Identity / Passport number Physical address Postal code Country Postal address Postal code Country Email address Telephone (Work) Telephone (Home) Telephone (Cell) *The Power of Attorney must be attested to before a Commissioner of Oaths or a Notary Public 3
FEE SCHEDULE (All fees excludes 14% VAT) TRADING FEES Brokerage fee: 35bps Other levies charged by the JSE: STRATE levy at 0.005787% of the trade value, subject to a minimum of R11.58 and a maximum of R57.87 Investor Protection levy at 0.0002% of trade value Securities Transfer Tax (0.25%) is levied on the value of purchase transactions CONTROLLED CLIENTS Safekeeping of securities: A flat fee of R100 per month OTHER FEES Off market settlement and portfolio transfer fee of R100 per counter and remat fee R600 per counter. ACCOUNT CLOSURE Admin charge of R500 payable on receipt of instruction and R100 per counter transfer. PAPER FEES Fees charged for registration and dematerialisation of paper certificates by our outsourced back office, CSDP and the company registrars will be for the account of the client. FUNDS HELD ON JSE TRUSTEES Credit balances earn interest at a rate determined by the JSE Trustees less an annual service fee of 1% per annum, charged monthly. Monthly interest will only be credited to a client account should the interest be more than R5.00 4
CONTROLLED CLIENT MANDATE Made and entered into by and between: AVIOR CAPITAL MARKETS PROPRIETARY LIMITED Registration Number 2007/017236/07 Hereinafter Avior and Full Names Registration Number / Identity Number Hereinafter Client Client Address: Client Telefax No: Client e-mail: 5
1. This is a mandate as contemplated in the rules of the JSE ( the rules ) and the applicable legislation as amended from time to time. 2. Avior Capital Markets (Pty) Ltd ( Avior ) is a registered Trading Services Participant in the Equity Market of the JSE Limited, is a registered Equity Derivatives Member of the JSE Limited and is regulated by the JSE Limited. 3. The words and phrases used in this mandate shall, unless the contrary appears, have the meaning ascribed to them in the rules, the Financial Markets Act No 19 of 2012 ( FMA ) or any replacement act or acts and any relevant conditions promulgated under such acts (together, the applicable legislation ). 4. Should there be a conflict between the provisions as contained in this mandate and the provisions as contained in the rules and applicable legislation, then the provisions of the rules and applicable legislation shall prevail. 5. This mandate shall commence on the date of signature hereof by you, and may be terminated forthwith by either party giving to the other party notice in writing, as contemplated in 23. Forthwith upon such termination, the respective parties shall perform and discharge all outstanding obligations due to each other. The termination notice shall not prejudice the completion of a transaction already initiated by Avior on behalf of the client. 6. You hereby appoint us as your duly authorised agent on your behalf to purchase and sell and to enter into any transaction in accordance with your prior instruction, both in the Republic of South Africa and in foreign countries in respect of the following JSE authorised investments: 6.1 JSE listed securities; 6.2 JSE listed securities traded on the JSE derivatives trading system or the Yield-X trading system; 6.3 Securities listed on an exchange in the Republic of South Africa other than the JSE; 6.4 Securities listed on an external exchange; 6.5 Participatory interests in a collective investment scheme as defined in the Collective Investment Schemes Control Act, 2002 (Act No. 45 of 2002) and units or any other form of participation in a foreign collective investment scheme approved by the Registrar of Collective Investment Schemes in terms of section 65 of that Act; 6.6 Units or any other form of participation in a collective investment scheme licensed or registered in a foreign country; and 6.7 Funds intended for the purchase of such securities, units or participation. 7. Dual Capacity (* Delete and initial 7.1 and 7.2 if not applicable). 7.1 You hereby authorise us to have a personal interest as principal in any transaction for the purchase and sale on your behalf of the Investments, provided that we disclose such interest to you prior to executing any transaction in which we may have such personal interest. 6
7.2 Where we so act as principal with a personal interest in any transaction for the purchase or sale of such Investments on your behalf, we will not be entitled to charge you a fee as brokerage or commission in respect of such transaction, unless otherwise agreed with the Client in Writing. 8. You acknowledge that we are not providing any investment or other advice to you in terms of this agreement as defined in the rules and the applicable legislation. 9. Unless otherwise specified: 9.1 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 other encumbrance and that they shall remain free of any lien or other encumbrance while they are held by us in safe custody; 9.2 All investments held by us in safekeeping, in terms of this mandate, shall be registered in your name or the name of our nominee company, Avior Nominees, as nominee on your behalf and for your benefit, unless they are bearer instruments and are thus not capable of being so registered; and 9.3 All such investments shall be held by us in safe custody on your behalf subject to the applicable legislation and the rules. 10. 10.1 Your investments comprising uncertificated securities listed on the JSE shall be held by us in a safe custody account, reflected as an electronic entry in a central securities 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. 10.2 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, who is a registered account holder in such depository or registry. 10.3 Notwithstanding anything contained in 7.2, unless you notify us to the contrary, any such investments shall be held on your behalf and for your benefit via the participant s nominee or our nominee. 11. You authorise us to hold 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: 11.1 Transferring the investments to you or your order or upon termination of our mandate, at your risk to such destination as you notify us in writing; 11.2 Dealing with the investments as may actually be required in fulfilling this mandate; 11.3 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; or 11.4 Any other lawful purpose in terms of this mandate. 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 as contained in this mandate. 11.5 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 rules unless we pay the cash over to you on receipt of it, or invest it for your benefit. 7
11.6 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 cash into your preferred bank account as stipulated in the Particulars Schedule. 11.7 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: 11.7.1 Pay for investments purchased on your behalf; 11.7.2 Effect such other payments as are strictly necessary in the operation of this mandate; 11.7.3 Discharge a debt due to us by you whether in respect of any fees due under this mandate or otherwise; and 11.7.4 Discharge any other debts due to us including costs such as exit fees. 12. Nothing in this mandate affects your right to require us to pay to you or to your order, upon 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, upon request, any investments held by us on your behalf. 13. You undertake to abide by the provisions of the FMA or any replacement act or acts and any relevant conditions promulgated under such acts, and acknowledge that all dealings are subject to the rules, directives, practice and usage of the relevant exchange or market. You acknowledge that you are aware of your settlement obligations which are available on request from Avior. 14. You acknowledge that the funds and the source of such funds are legitimate and not directly or indirectly the proceeds of any unlawful activity (including without limitation any contravention of the South African Exchange Control Regulations), as defined in the Prevention of Organised Crime Act, No. 121 of 1998, as amended, and the Financial Intelligence Centre Act, No. 38 of 2001, as amended. 15. You confirm our right to hold all information provided by you in respect of identity and other documents required by the Financial Intelligence Centre Act 38 of 2001 ( FICA ) and you agree that we are compelled to provide all such client information pursuant to the requirement or request by operation of law, regulation or court order. You agree that should the mandate be terminated for any reason whatsoever, you shall remain under the legal obligation to provide all such information as may be required by us pursuant to law or otherwise. 16. In consideration for the services to be provided by us in terms of this mandate, we shall be entitled to the fees set out in the Fees Schedule as amended from time to time in writing. We will provide you with a 30 day written notice prior to the increase of our fees. You hereby authorise us to realise any investment held by us in terms of this mandate should there be insufficient cash available to settle our fee. Should our mandate be terminated during any calendar month, our management and/or CSDP exit fee in respect of that month shall be payable on the date of termination. By your signature hereto, you acknowledge that you have been informed of the fees as set out in the Fees Schedule. 8
17. 17.1 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. 17.2 You undertake to carefully peruse and consider all statements rendered in terms of 17.1, and forthwith to advise us, in writing, if there is anything contained in any statement referred to in paragraph 17.1 that is not understood or that is believed to be incorrect and furthermore undertake likewise to notify us if you do not receive a statement in any month. 18. Voting and elective corporate action events (* Delete the relevant 18.1 or 18.2 not suitable to you and initial) 18.1 You authorise us, in our sole and full discretion, to attend and vote at shareholders meetings or such other relevant meetings and to make decisions in relation to any elective corporate events in respect of any securities forming part of your portfolio according to our sole and full discretion. 18.2 You require us to forward the necessary shareholder and other documentation, received from the relevant transfer secretary, to you for instructions in respect of your voting securities and to request your instruction in relation to any elective corporate events in respect of any securities forming part of your portfolio. It is important to note that should we not receive instructions from you, or should we be unable to contact you, notwithstanding our reasonable commercial endeavours to do so, you hereby authorise us to accept the default position in respect of the relevant votes and/or to make a decision on your behalf in relation to any elective corporate event on which your instructions were required. You hereby indemnify us and hold us harmless against any losses irrespective of whether there has been any negligence, except gross negligence, by Avior, its affiliates, officers or employees, and whether such losses are direct, indirect or consequential should we accept the default position in respect of your voting securities and/or make a decision on your behalf in relation to any elective corporate event. Should you assert that you have suffered any losses which you have sustained due to our gross negligence then you agree that you shall bear the onus of proving such. 19. You acknowledge that there are certain risks associated with conveying instructions by facsimile, postal and/or email and hereby indemnify Avior in respect of any loss or damage resulting from the use of facsimile, postal, e-mail instructions. 20. Client Complaints 20.1 You must notify the Compliance Officer of Avior of your complaint immediately, in the event of Avior: 20.1.1 contravening or failing to comply with any instruction given by you, or any agreement or mandate entered into with you; 20.1.2 contravening or failing to comply with the rules and/or the applicable legislation; 20.1.3 acting dishonestly, negligently or recklessly; or treating you unreasonably or unfairly. 20.2 The Compliance Officer must confirm receipt of your complaint should the complaint be made in writing. 9
20.3 The Compliance Officer will investigate the complaint and will notify you of the result within 4 (four) weeks of receiving the complaint. 20.4 You may refer your complaint, in writing, to the Director: Surveillance of the JSE, should you not be satisfied with the resolution proposed by Avior, within 4 (four) weeks of the receipt by you of Avior s response and within 6 (six) months of the conduct of Avior giving rise to your complaint. 21. Subject to that set out above, if we for any reason cease to be a member of the JSE, the rights and obligations of Avior as set out in this mandate shall be ceded and assigned to another member of the JSE who is authorised to provide the same JSE regulated services as Avior, by giving you 30 days prior written notice to this effect. 22. Either party can cancel this mandate by giving the other party 30 days prior written notice. 23. This mandate constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and writings (except as otherwise provided herein) with respect thereto. No amendments, modifications or waiver in respect of the mandate will be effective unless in writing and executed by each of the parties. 24. You choose your domicilium citandi et executandi for the purpose of the service of all notices and process pursuant to this mandate the physical address appearing on the Particulars Schedule. We choose our domicilium citandi et executandi for the purpose of the service of all notices and process pursuant to this mandate: Suite 1003, 1 st Floor, 82 on Maude, Maude Street, Sandton, 2196, Republic of South Africa. Other physical and postal addresses as may be stipulated by notice in writing, which change will become effective 21 (twenty one) days after the date of such notice. ****SIGNATURE PAGE TO FOLLOW**** 10
Signed at on 2017 for AVIOR CAPITAL MARKETS HOLDINGS PROPRIETARY LIMITED who warrants that he is duly authorised hereto Name: Position: Director/Authorised Signatory AS WITNESSES: 1. 2. Signed at on 2017 for THE CLIENT who warrants that he is duly authorised hereto Name: Position: AS WITNESSES: 1. 2. 11
SUMMARY OF CONTROLLED CLIENT MATERIAL OBLIGATIONS SETTLEMENT OBLIGATION 1 Settlement will take place in accordance with the following principles: 1.1 Each transaction represented by a single contract note between the ultimate buyer and ultimate seller; 1.2 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 three business days after the trade was done); and 1.3 On a net basis per member, per equity security per trade type. SETTLEMENT OBLIGATION 2 2.1 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 securities in certificated form are placed under the control of the member. 2.3 A controlled client must receive a statement on at least a quarterly basis or more frequently if the client so requests and reconcile the equity securities and funds reflected on the statement with his records. Any discrepancies should immediately be raised with their member for investigations. 2.4 A controlled client must advise a member of its choice for an elective corporate action as set out in the client mandate or agreed with their member 2.5 A controlled client must advise a member if it wishes to receive information from any issuer regarding securities that the client owns and if their email address may be supplied to the Issuer to allow for electronic communication from the Issuer. SETTLEMENT OBLIGATION 3 A controlled client may not place an order to sell equity securities unless: 3.1 the securities to be sold are in the custody of the member in uncertificated form; or 3.2 the controlled client can evidence to their member that they own the equity securities to be sold and that such securities will be available for settlement on T+3; or 3.3 another transaction has been entered into by the client for the equivalent number of equity securities to be available for settlement on T+3 or before; or 3.4 the controlled client has made arrangements to borrow the equivalent number of equity securities and the equivalent securities will be available for settlement to take place on T+3; or 12
3.5 a corporate action provides for an equivalent amount of equity securities being available for settlement on settlement date; or 3.6 The equity securities are being moved between registers and the securities will be available on the South African register for settlement. SETTLEMENT OBLIGATIONS 4 By no later than 16h00 on T+1, a controlled client must ensure that their member is in a position to settle the transaction on T+3, either by providing the necessary funds or equity securities to the member or entering into an arrangement with the member to ensure that settlement takes place on settlement day. Where the controlled client does not provide the necessary funds or equity securities to the member by end of day on T+1, the transaction will be margined and where margin is called the member may call for the margin from the controlled client. If the transaction is subject to Rolling of Settlement and the Failed Trade procedures, the margin will be held until the future settlement date of the Rolling of Settlement or when the Failed Trade is resolved. Where a controlled client fails to meet their settlement obligations for a sale transaction, the transaction will be reversed to the members account at 16h00 on T+2 and the member will assume the obligation to settle. SETTLEMENT OBLIGATIONS 5 5.1 Where the controlled client fails to put the member in a position before 16h00 on T+1 to settle the transaction on settlement day, the member may close out the client s transaction and claim the difference between the original transaction value and the close out value from the client, including interest, subject to any agreement with the client or notification to the client to the contrary, and to any action taken by the Settlement Authority in terms of the failed trade procedures set out in the rules. The member may sell for the account of the client so many of any other equity securities held on the client s account as is necessary to cover any loss that may be incurred by the client as a result of the close out of the original transaction. The client shall also remain liable for any losses, costs and charges incurred, or charge imposed by the member, in respect of any of the aforementioned transactions. 5.2 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 10h00 on T+3 declare the transaction to be a failed trade. 5.3 Notwithstanding 5.1 and 5.2 above, the notification at any stage by a controlled client to a member of its inability to put the member in a position to settle a transaction, may result in the declaration of a failed trade by 09h00 on the following business day, if neither the member nor the Settlement Authority 13
is able to ensure that settlement will take place on settlement day by doing a securities lending & borrowing. SETTLEMENT OBLIGATIONS 6 6.1 If a controlled client is unable to meet his settlement obligations and the member is unable to enter into an arrangement to ensure that settlement takes place, the member must advise the Settlement Authority. 6.2 If the Settlement Authority is able to lend the necessary funds or equity securities to the member to ensure that settlement takes place, the member must close out the original transaction before the close of business on the next business day. SETTLEMENT OBLIGATIONS 7 Where a member borrows securities from the Settlement Authority to effect settlement on behalf of a 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 by the Settlement Authority. These costs include the costs related to manufactured dividends. SETTLEMENT OBLIGATIONS 8 Where a member borrows funds from the Settlement Authority to effect settlement on behalf of 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 by the Settlement Authority in this regard. SETTLEMENT OBLIGATIONS 9 9.1 Where a controlled client does not meet his settlement obligations timeously and neither the member nor the Settlement Authority are able to borrow the necessary funds or equity securities to ensure that settlement of the transaction takes place, the transaction of the failing controlled client may be rolled or failed in accordance with instructions provided by the Settlement Authority to the member. 9.2 A failing controlled client, in the case of a rolled or failed trade, will in addition to any fees and penalties, be responsible for any corporate action entitlements or losses that is claimed and paid to the non-failing party. 14
SETTLEMENT OBLIGATIONS 10 10.1 A controlled client may be instructed by the JSE, via their member, to roll settlement of their transaction, where the rolling of the settlement will allow the transactions to settle on a future settlement date. 10.2 The failed transaction may only be rolled twice which should not be more than 6 business days from the original settlement date. SETTLEMENT OBLIGATIONS 11 11.1 If there is a failed trade which will result in a transaction not settling, a controlled client must, if instructed by the JSE via their member, fail the transaction. 11.2 Subsequent to the failing of the transaction, the JSE will decide if the controlled client, via their member should re-transact or if the transaction should be settled by compensation. 11.3 If the transaction is failed, and re-transacted or settled via compensation, in accordance with 11.2, then the controlled client will be entitled to claim for any corporate action entitlement or losses incurred 15