AFRIFOCUS SECURITIES (PTY) LTD Reg. No. 2000/005267/07
VAT No. 4890188651
POSTAL: PO Box 651972, Benmore, 2010
E-MAIL: [email protected]
, WEBSITE: www.afrifocus.co.za
DIRECTORS: P C DESAI (CEO), M VALABH, R MOTANI
HEAD OFFICE: Afrifocus House, 31 (B) Impala Road, Chislehurston, Sandton, Tel: (+27-11) 290-7800, Fax: (+27-11)- 290-78500 CAPE TOWN: Ground Floor, 10 Waterford Mews, Century City Boulevard, Century City. Tel: (+27-21) 528-9900, Fax: (+27-21) 551-4541 DURBAN: Suite 119 – First Floor, Il Palazzo, 5 Zenith Drive, Umhlanga Rocks, Durban. Tel: (+27-31) 584-6491, Fax: (+27-31) 584-6847
ACCOUNT DETAILS, MANDATE, TERMS AND CONDITIONS Read the terms and conditions overleaf before signing acceptance. On completion please return to Afrifocus Securities (Pty) Ltd (hereinafter referred t o a s “ AF S” ) , Afri fo cu s Se curitie s , 31b I mp al a Roa d , Chisle hur st on , Sa nd to n o r b y po s t to P. O . Bo x 65 1972 , Ben mo re , 2 01 0. Credit reference agencies are used to verify information given resulting in the recording of the information sought from our enquiries made
(PLEASE COMPLETE IN BLOCK LETTERS)
SECTION 1: ACCOUNT HOLDERS DETAILS
TAX FREE SAVINGS ACCOUNT (TFSA) MANDATE TITLE
FIRST NAMES SURNAME EMPLOYEE / SOURCE OF FUNDS
CONTACT DETAILS RESIDENT
RESIDENTIAL ADDRESS (MANDATORY)
TELEPHONE (WORK) TELEPHONE (HOME)
CLIENT BANKING DETAILS ACCOUNT NAME BANK
AFRIFOCUS SECURITIES (PTY) LTD BANKING DETAILS ACCOUNT NAME
AFRIFOCUS SECURITIES (PTY) LTD
FIRST NATIONAL BANK
620 176 073 60
NB: CASH DEPOSITS OVER R5,000.00 ARE NOT PERMISSABLE OFFICE USE ONLY REFERRED BY: Account No.
CLIENT SIGNATURE DATE:
SUPPORTING DOCUMENTATION TO ACCOMPANY THIS MANDATE: a. Certified copy of current valid SA ID (if resident) / passport (if foreigner) b. Original/certified document proof of residential address (for example recent utility bill, bank statements, not older than three months or current lease agreement) c. Original /certified documentary proof of SA tax reference number as obtained from SARS d. Original / certified copy of banking details.
SECTION2: ACCOUNT MANDATE PLEASE TICK AND/OR FILL IN THE APPROPRIATE BLOCKS/DETAILS AFTER CAREFUL READING AND CONSIDERATION. AFS will manage your TFSA subject to the terms and conditions herein contained together with any schedules annexed hereto. AFS shall manage your investments in terms of the Act, Rules and Regulations (“Rules”), existing from time to time of: the JSE Securities Exchange (“JSE”), the Stock Exchanges Control Act (“SECA”), the Financial Markets Control Act (“FMCA”),Section 12T of The Income Tax Act,1962 and/or any other related Act of Rules. The words and phrases used herein bear’s the meaning as per the aforementioned JSE, SECA and/or FMCA unless the contrary is clearly indicated in the text. 1.
INVESTMENT Full Discretionary Mandate AFS is hereby authorised to manage your investments at its sole and full discretion in order to achieve the investment objectives. Advice provided on these portfolios is guided by the AFS investment philosophy, taking into account your risk profile. AFS’ mandate is an unlimited mandate giving AFS full discretion to act on your behalf in order to achieve the investment objective. It shall not be necessary to obtain further authority or consent from you to effect any transaction in terms of this mandate.
Afrifocus has three TFSA investment options listed below. Please tick the appropriate box after careful consideration. The default option A (Invest in cash only) will be chosen if no box is ticked. Product a) Cash Only b) 10% Cash 90% balanced SA Asset ETF c) 10% Cash 90% SA Equity ETF
Risk Low Medium High
HOLDING OF SECURITIES IN CUSTODY All investments other than cash and bearer instruments managed by us in terms of this mandate shall be registered in AFS’ nominee company name on your behalf and for your benefit, unless they are bearer instruments and thus not capable of being registered, and all such investments shall be held by AFS in custody on your behalf subject to the applicable legislation and, in particular, the rules.
HANDLING OF INCOME AND/OR CASH (a) All cash deposits including interest, dividends, proceeds of disposal and cash, received by AFS 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 in terms of the JSE’ rules, or (b) Cash receipts received by AFS for your account arising from the management of your investments in terms of this mandate shall be held at the JSE Trustees (Pty) Ltd in terms of the JSE Rules and Regulations.
FEES 5.1 The management fee is a half percent per annum based on the total value of the TFSA account and charged quarterly.
OTHER INFORMATION 6.1 Accessing your Account via the AFS Website. Please indicate whether you wish to be able to access your account via AFS website. Yes
SECTION 3: RISK AND INVESTMENT OBJECTIVES
RISK Investing in securities traded on stock exchanges will result in fluctuations in the value of the investments, and the income received from them. Certain investments may result in the total loss of monies invested therein. Some of the main reasons why the value of your investments can and may fluctuate is that: the financial standing and trading ability of the organisation invested in may change; the securities themselves are subject to the laws of supply and demand and are capable of significant price movements irrespective of market and corporate factors and can be influenced by perceptions alone; the stock market can move positively or negatively due to economic, political, currency and other factors, both locally and internationally. Fixed interest investments are also subject to the above factors and are affected by actual or expected changes in levels of interest rates. Assessing the risk of any of these factors is highly subjective and, in line with market conditions can change over time in response to specific events or revised social or economic forecasts and eventualities. It is not possible to lay down precise guidelines for the measurement of risk or the potential impact, whether positive or negative, upon an investment portfolio. Risk, however, may be managed by creating a diversified portfolio and by the use of various financial investments. Diversification throughout a number of geographical areas also helps to lower exposure to economic and political factors within one country. Investing offshore may involve other risks, such as currency fluctuations, different accounting standards to those recognised in SA and limited information available to local investors.
SECTION 4: ADDITIONAL INFORMATION
SECTION 5: CLIENT OBLIGATION TO ENSURE FICA COMPLIANCE
The client acknowledges that at all times and as and when requested, provides the requisite documentation, proof and information required by AFS to ensure that the account is FICA compliant. Failure to provide the requested documentation in the prescribed manner and/or the required information within the stipulated time will result in the account being suspended from all activity for which the client will not hold AFS liable for whatsoever damages the client may suffer. The Client further undertakes and acknowledges the obligation to inform and supply AFS within seven days of the change taking place ( the below list is merely indicative of such changes and is not exhaustive ) with all relevant information to ensure that the Client remains FICA compliant by providing proof of : 5.1 5.2 5.3 5.4 5.5
Change of name of the individual Change of address – physical ,postal or email Change of banking details Change telephone and contact details The client is or becomes aware that they have become a Politically Exposed Person ( PEP ) or that their name appears on any list of FICA affected Clients
SECTION 6: CLIENT SIGNATURE
On this the
Legal Guardian (if client is a Minor)
If required in terms of the Matrimonial Property Act No. 88 of 1984 (as amended)
ACCEPTANCE BY AFRIFOCUS SECURITIES (PTY) LTD AFS 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 and in terms of section 12T of the Income Tax Act, 1962, which may now have or which may in the future have bearing on the conduct of managed accounts and try to achieve the best results possible which are compatible with your objectives.
On this the
For Afrifocus Securities (Pty) Ltd
Recording of Mandate changes
CONSOLIDATED MANDATE Terms and Conditions 1. This mandate shall commence on the date of signature by you, and may be terminated by notice in writing by either party to the other party (refer section 2 paragraph 8 (page 2)) 2. AFS' management of the investments shall be conducted on the basis as indicated in the Managed Account Mandate. To this end, you hereby appoint, as your duly authorised agent on your behalf, to purchase and sell and to enter into any transaction in accordance with the investment decisions indicated in Section 2 (page 2) of the Managed Account Mandate, both in the Republic of South Africa, and, as permitted by law, in foreign countries in respect of the following: 2.1 listed and unlisted securities and financial instruments, provided that in relation to derivative instruments you have also signed the appropriate Derivatives Schedule, and in respect of foreign securities and financial instruments you have opted for investment in such securities and financial investments and are accordingly bound by the terms and conditions that relate thereto. 2.2 money market instruments as defined in the rules, including but not limited to notes, negotiable certificates of deposit, commercial paper and/or debt instruments; 2.3 warrants to subscribe for the investments referred to in 2.1 and 2.2 above; 2.4 depository receipts or other instruments relating to the investments referred to in 2.1 to 2.3 above; 2.5 unit trusts and similar schemes; 2.6 Kruger Rands and similar investment coins and, subject to any statutory regulations, bullion; 2.7 investments similar to or related to any a foregoing as contemplated in the applicable legislation; 2.8 any other securities or financial instruments specified in the mandate and/or as allowed by the JSE for stockbrokers to trade in, on your behalf. 2.9 money broking transactions. 3 Investment decisions Where you have elected that AFS is to purchase and/or sell securities for your account on the instructions of your external adviser, if such investment advisor exceeds the terms of the mandate granted by you, all losses, costs, damages, claims or expenses of whatsoever nature arising directly or indirectly from such breach of mandate shall be for your account and shall under no circumstances be the responsibility of AFS. 4 Holding of South African Securities in Safe Custody 4.1 Unless otherwise specified in the mandate, you warrant that all such investments as you may deliver or cause to be delivered to 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 AFS in safe custody. 4.2 Where you have instructed AFS not to maintain your investments in safe custody, AFS shall dispatch all investments to you, immediately upon receipt thereof and provided full payment has been received therefore, at your risk by courier or registered post to your postal address stipulated in the mandate or to such other address as you notify AFS in writing or as instructed by you, to transfer to a depositary or registry of your choice and at your cost. 4.3 Where instructed by you to hold for you in safekeeping and in terms of the JSE Rules all South African investments which AFS purchases or receives on your behalf, you authorise AFS to withdraw any such investments held only for the purposes of: 4.3.1 delivering the investments to you at your request in accordance with the procedure detailed in 4.2 above; 4.3.2 Upon termination of the mandate. The investments will be sent to you in accordance with the procedures in 4.2 above; 4.3.3 dealing with the investments as may actually be required in fulfilling this mandate; 4.3.4 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. It is specifically recorded that AFS may not exercise the rights attaching to any investments for its own purpose or interest but may only act in accordance with your instructions and this mandate. 4.4 Your investments shall be deposited by AFS for safe custody in such depository or registry as approved by the JSE subject to any relevant legislation and the JSE’s rules. If AFS is not a participant in such depository or registry, AFS shall be entitled to deposit the investments in the depository or registry through a participant of its choice. Unless you notify AFS to the contrary, any such investments shall be held in an account in the name specified in the mandate, or, if AFS is not a participant, in an account in the name of the nominee of the participant with whom AFS deposits the investments. 5. Management of Income 5.1 Where this mandate is terminated, or where you have instructed AFS by notice in writing to realise and repay to you any portion of the investments under AFS’ management, AFS shall pay any cash into your bank account as stipulated in the application form, subject to SA Reserve Bank exchange control regulations where applicable. 5.2 Where possible, you authorise AFS, or under AFS’ direction the custodian appointed by AFS, to retain or to withdraw any cash deposited by AFS on your behalf in JSET, or from the account maintained for that purpose by our appointed custodian, such amounts as are actually required: 5.2.1 from time to time to pay for investments purchased on your behalf; 5.2.2 to effect such other payments as are strictly necessary in the operation of his mandate; and 5.2.3 to discharge a debt due to AFS from you whether in respect of management fees due under this mandate or otherwise. 5.3 If dividends are offered in the form of either cash or scrip, AFS shall, at its discretion, decide which option to take for your account unless otherwise advised by you in writing. 6 Rights to cash and securities Nothing in this mandate affects your right to require AFS to pay you or to your order (within limited parameters), on written request from you, any cash held by AFS on your behalf. 7 Dual Capacity 7.1 Unless specifically authorised by you in the mandate to do so, AFS shall not in its capacity as managers of your investments in terms of this mandate take a position against you, nor sell to you for its own account any investment owned by AFS, nor buy from you any such investment for AFS’ own account. 7.2 Where you have elected that AFS may act as principal with a personal interest in any transaction for the purchase or sale of such investments on your behalf, AFS will not be entitled to charge you a fee as brokerage or commission in respect of such transaction.
Foreign Investments 8.1 Where you have elected that AFS may enter into foreign investments on your behalf, the following terms and conditions shall apply: 8.1.1 You hereby acknowledge that in terms of the Exchange Control rulings concerning foreign investment by private individuals (natural persons) resident in South Africa, you are entitled to invest up to a stipulated amount limited by the South African Reserve Bank (”SARB”) outside the common monetary area. 8.1.2 You hereby warrant that any monies placed with AFS for investment in terms of this paragraph 8 does not exceed the limit referred to in paragraph 8.1.1. 8.1.3 You further undertake that before any such funds are remitted outside the common monetary area, you will have completed the necessary forms and declarations as required by law. 8.1.4 You further warrant that these forms will have been correctly completed and you indemnify AFS should any claim be made against AFS in the event that such forms have not been correctly completed. 8.1.5 You understand that trade in foreign securities on your behalf will not be permitted without the required foreign currency being on deposit with the elected foreign custodian, 8.1.6 the completion and submission of this mandate and the duly authorised exchange control formalities having been complied with by you. 8.2 You hereby appoint AFS as your duly authorised agent on your behalf to purchase and sell and to enter into any transaction in investments which are listed or traded primarily outside the Republic of South Africa, including the swap portion of your portfolio for foreign assets, in accordance with the terms set out in this consolidated Mandate. 8.3 You agree that in executing this mandate, AFS may act through a third party of its choice. AFS shall ensure that such third party will, in respect of your foreign investments, give a similar undertaking and comply with similar obligations as those with which AFS undertakes in terms of this mandate. 8.4 All transactions will be affected at the best price quoted on the relevant foreign market. Limit orders will not be entertained. 8.5 AFS shall furnish you with a regular statement of account showing details of any change in the foreign investments held on your behalf, including any cash held 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 foreign investments were held, the person by whom they are held and where, and the amount of interest paid in respect of the cash held on your behalf. 8.6 To facilitate such transactions as this mandate provides for, you hereby authorise AFS to have an interest as principal in any transaction for the purchase and sale on behalf of foreign securities. Where AFS so acts as principal with an interest in any transaction for the purchase or sale of such investments on your behalf, AFS will not be entitled to charge you a fee as brokerage or commission in respect of such transaction. 8.7 You acknowledge that you have been informed of the risks inherent in the investments set out above and, where appropriate, have been handed copies of any specific risk disclosure documents published from time to time by specific financial markets. In addition, you accept that such risk may result in financial loss to you. You undertake further to sign all documents necessary and as required by foreign agents to give effect to your foreign transactions. Holding of foreign securities in safe custody. 9.1 Any foreign investment made by AFS on your behalf will be placed with a custodian of AFS choice. All investments, other than cash or bearer instruments, will be registered in the custodian’s nominee name on your behalf and for your benefit, subject to applicable legislation. Should you wish that a foreign investment made by AFS on your behalf be re-registered in your own name and delivered to you, costs arising out of such process will be for your account. 9.2 AFS undertakes that the custodian with whom your investments will be deposited for safe custody purposes shall be a member of a recognised securities authority and shall be subject to the relevant regulation. Such custodian shall, subject to any agreement to the contrary between you and AFS: 9.2.1 bear responsibility for receiving any proxies, notices, reports or other communications relating to such foreign investment and for communicating promptly such receipt to AFS. Neither the custodian nor its nominees or agents shall vote upon, nor, in respect of any foreign securities, execute any form of proxy to vote thereon nor give any consent nor take any action (except as provided for in sub-paragraph 9.2.6 below) except on receipt of AFS’ instructions; 9.2.2 collect on your behalf all interest and dividends and all other income and payments in respect of foreign securities held on your account and credit the same to your account with the custodian or AFS’ account with the custodian as your authorised agent, which account shall be separate from AFS’s assets or those of the custodian; 9.2.3 present for payment all foreign securities which are called, redeemed or otherwise become payable and all coupons and other income items which call for payment upon presentation and shall credit any such receipt to the above mentioned account; 9.2.4 exchange foreign securities where such exchange is purely required for administrative reasons; 9.2.5 inform AFS timeously of all corporate actions relating to your holdings and shall take instructions from AFS; 9.2.6 whenever notification of rights entitlement or a fractional interest resulting from a rights issue, dividend in specie or share split is received for foreign securities held on your account and such rights entitlement or fractional interest and credit the above mentioned account with the net proceeds of such sale. Monthly Statement of Account AFS 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 on your behalf at the date of the statement of account. Fees 11.1 In consideration for the services to be provided by AFS in terms of this mandate, AFS shall be entitled to the management fees set out in the mandate as well as the administrative fees due to any third party with whom AFS have contracted on your behalf. AFS is specifically authorised to realise any investment held by it, in terms of this mandate should there be any insufficient cash available to settle its fees. Should our mandate be terminated during any calendar month, AFS’ fee in respect of that month shall be payable on the date of termination which shall be regarded as the valuation date for any fees due. 11.2 The fees, charges and brokerage agreed to in the mandate may be varied from time to time. Any variation of these shall be by way of written notification to you at least one month prior to its implementation. Third Party settlement instructions Third party settlement instructions will only be affected in terms of the AFS policy. This policy is based on measures to protect both the client and AFS, as well as measures to combat money laundering. It is specifically recorded that where any scrip is registered in the name of or payment is made by AFS to the related third parties recorded in the mandate, you indemnify AFS and hold it harmless against all and any loss (direct, indirect or consequential), liability, actions, suits, proceedings, costs, demands and
damages of all and every kind or nature, directly or indirectly suffered as a result of any such instruction or notification. 13. Price Averaging AFS may allocate transactions to a specifically designated suspense account and issue single brokers notes or electronic confirmations to various clients for transactions in the same security on the same day, by allocating the transactions at an average price. On these occasions the brokers note or electronic confirmations will disclose the following additional information: the fact that the price is an average price within the times of the first and last trade. The price and times of each transaction are available from AFS on request. 14. Indemnities 14.1 You hereby indemnify AFS and any third party with whom AFS contracts on your behalf and hold AFS and such third party harmless from: 14.1.1 any loss incurred on your behalf pursuant to any bona fide investment made by AFS in terms of this mandate; and 14.1.2 any and all claims, damages, liabilities, costs and expenses, including reasonable attorney’s fees, which may be brought against AFS by reason of the operation of your account. Nothing contained herein shall however absolve AFS from liability for loss suffered by you or any other person through any act of fraud, theft, bad faith, dishonesty or gross negligence by AFS or on the part of AFS’ employees. The a foregoing notwithstanding, AFS assumes no liability whatsoever for any act of fraud, theft, bad faith, dishonesty or gross negligence on the part of any third party as mentioned above or on the part of any such third party’s employees or third party as appointed by you in this mandate. AFS does not assume any liability in the event of the insolvency on sequestration or liquidation of such third party’s estate. 14.2 You hereby indemnify AFS and hold AFS 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 AFS on your behalf in terms of this mandate, and in particular: 14.2.1 tax on interest accruing for your benefit on any cash amount invested by AFS in terms of this mandate; and/or 14.2.2 tax on the increase in value of any investment administered or managed by AFS on your behalf and for your benefit. Furthermore, you undertake to refund to AFS on demand any amount which AFS may be called upon to pay by any revenue authority in respect of any such interest or gain that may have accrued or accruing for your benefit and further authorise AFS to pay any such amount out of the investments or realised proceeds of the investments managed by AFS on your behalf or under AFS’s control. 15 Cancellation 15.1 Should this mandate be terminated, 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. 15.2 If AFS for any reason ceases to be a member of the JSE, this mandate shall automatically terminate with immediate effect, unless ceded by AFS to another JSE authorised stockbroker. 15.3 AFS is specifically authorised that at any time, upon not less than one calendar months’ notice in writing to you, to cede and assign all its rights and obligations in and under this mandate to any third party who is authorised to manage investments in terms of the applicable legislation. Such cessionary and assignee shall, unless this mandate is thereupon terminated by you, assume all such rights and obligations with effect from the first day of the calendar month following such notice period. Failing such termination, you shall be deemed to have consented to such cession and assignment. 16 Amendments to Mandate 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 parties. No term, provision, condition or representation relating to the subject matter hereof, not contained herein shall be binding on either party. 17 Communication between the Parties. 17.1 The parties to this agreement choose as their respective domicilium citandi et executandi for the purpose of the service of all notices and processes pursuant to this mandate the respective physical addresses appearing on the application form, or such other physical and postal addresses as may be stipulated by notice in writing from time to time. 17.2 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, and if sent by post, to have been received 21 days after date of posting. 17.3 You acknowledge that AFS is authorised to visit or telephone you to discuss investments without having been expressly invited by you to do so. 17.4 Where confirmation of a transaction or any other document is transmitted to you through an electronic medium, AFS 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, damage or cost of any kind or nature arising by virtue of the fact that the communication is sent through an electronic medium, whether or not as a result of destruction of data, system malfunction, interruption of communication links or any other problem over which AFS has no control. 18 Jurisdiction The parties consent and submit to the jurisdiction of the Witwatersrand Local Division of the High Court of the Republic of South Africa in any dispute arising from or in connection with this agreement. 19 Evidence 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 or compliance officer of this firm (whose appointment, authority or qualification need not be proved), to the effect that a transaction was executed on the JSE trading system shall be prima facie proof that the said transaction was validly executed. 20 General 20.1 You consent to our recording any telephonic conversations between yourself and any member of our 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 instruction. 20.2 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. 20.3 No term, provision, condition or representation relating to the subject matter hereof, not contained herein, shall be binding on either of us. 20.4 The Schedules, shall be binding on us as if specifically incorporated into the mandate until cancelled by notice in writing as contemplated herein. 20.5 Subject to accounting for outstanding obligations, this contract shall automatically terminate in any of the following events: 20.5.1 your death, if a natural person; 20.5.2 sequestration of your estate, if a natural person or a partnership; 20.5.3 dissolution, for reasons other than sequestration, if a partnership; 20.5.4 winding-up or deregistration, if a juristic person; 20.5.5 we become a defaulter in terms of the JSE rules; 20.5.6 we cease to be a member of the JSE.
20.6 In the event of this contract terminating on any of the grounds set out in 20.5 above (other than your death), we shall be entitled to apply the JSE’s rules to all transaction effected by us pursuant to this contract and that are still outstanding. 21 Cash Deposits Schedule By your signature of this Consolidated Mandate of which this Schedule forms part, subject to the Money Broking Schedule, if applicable, you hereby instruct and authorise us to deposit 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, for your credit and in your name directly into: 21.1 An account maintained by us with an approved bank together with money so accepted by us from other mandators for the purposes of investing such cash deposits so as to procure a beneficial rate of return on the pending onward/further investment (investment account). The deposits shall be recorded in the name of Afrifocus Securities (Pty) Ltd as your nominee and the other terms of the Money Broking Schedule shall mutatis mutandis apply to the investment account, or 21.2 In terms of the JSE’s rules, provided that, notwithstanding its deletion, if at all, the “Money Broking Schedule” shall apply to this Consolidated Mandate. 22 Scrip Lending Schedule 22.1 By your signature of this Consolidated Mandate of which this Schedule forms part, you authorise us, as your agent, to enter into and conclude any securities borrowing transaction (”scrip lending”) with third parties on such terms and conditions as are usually applicable to scrip lending transactions. 22.2 We undertake that, in the event of concluding a scrip lending transaction utilising all or a portion of your holdings, we will notify you of the terms and conditions applicable to such scrip lending transaction, within 7 (seven) days of date of such transaction being concluded. Further, we undertake to credit your account with us with your proportionate share of the net proceeds of the transaction, less our administration fee and any other charges incurred by us in executing the transaction, as determined from time to time. 22.3 This consent shall be deemed to be a consent as required by Regulation 5.230 of the JSE rules, in so far as same may be applicable. 23. Money-Broking Schedule 23.1 By your signature of this Consolidated Mandate of which this Schedule forms part, you hereby authorise and appoint us to conclude money-broking transactions, utilising money supplied for this purpose. 23.2 We undertake to 23.2.1 at all times act with utmost good faith; 23.2.2 conclude money-broking transactions with banks, resulting in either fixed deposit or call accounts maintained by us with the banks concerned being opened or credited, utilising money received from you for that purpose; 23.2.3 monthly, in arrears, deliver, or cause to be delivered, to you a statement reflecting, in respect of the preceding month, the following188.8.131.52 all amounts invested and withdrawn; 184.108.40.206 the dates and terms of all investments allocated to you, including the names of the banks with which the deposits have been made, the interest rates applicable to the deposits received by you, and the repayment details; 220.127.116.11 the total (gross) amount of interest earned during that month, for your benefit; 18.104.22.168 the total amounts of all deposits allocated to you and the names of the banks by which such deposits are held at the date of the statement; 22.214.171.124 the nature of all documents held in safe custody in connection with a money- broking transaction, and the place or places at which such documents are so held; and 126.96.36.199 the actual fee, reflected in Rand or as a percentage, charged by us to you for that month. 23.2.4 deposit, before the close of business on the day of receipt of any money for investment, the dates and terms of all investments allocated to you, including the names of the banks with which the deposits have been made, the interest rates applicable to the deposits and received by you and the repayment details; 188.8.131.52 take all reasonable and necessary steps, to recover amounts due by a bank, including more interest, in terms of a money- broking transaction, always provided that such steps are taken at your risk and expense; and 184.108.40.206 pay out to you, on receipt of payment from the bank, the amount due to you, unless instructed to reinvest such amount for your benefit. 23.2.5 We may deposit money accepted from you into an account maintained by us with a bank, irrespective of whether such money is so deposited together with money so accepted by us from other mandators. 22.4 You acknowledge that 23.2.6 the ultimate risk and benefit in all money-broking transactions concluded in terms of this contract of mandate shall be borne by and accrue to you; 23.2.7 we do not borrow from you the money entrusted to us for purposes of concluding a money-broking transaction; 23.2.8 subject to the provisions of paragraph 220.127.116.11 above, neither ourselves, in so far as we act within the limits of this mandate, nor the JSE, assume any liability in respect of a bank’s failure to meet its commitments in terms of a money-broking transaction; 23.2.9 we may, for the purposes of concluding a money-broking transaction, pool funds received from you with funds received from other mandators, provided always that you are allocated pro rata the benefits and risks of such pooled deposits. 23.3 You undertake23.3.1 carefully to peruse and consider all statements rendered pursuant to paragraph 23.2 above and forthwith to advise us, in writing, of any money-broking transactions from which you wish to have terminated as soon as we may lawfully procure such withdrawal or termination; 23.3.2 forthwith to notify us in writing if there is anything contained in any statement referred to in paragraph 23.2 above, that is believed to be incorrect and, furthermore, undertake likewise to notify us if you do not receive a statement in any month. If you do not receive satisfactory explanation from us in reply to your notification as aforesaid, you shall be entitled to advise, within a reasonable time, the Director: Surveillance of the JSE of such lack of satisfaction and, at the same time, deliver to the Director: Surveillance of the JSE a copy of relevant explanations and correspondence. 23.4 The following will apply to the deposits 23.4.1 Daily Call Notice to withdraw funds must be given by 12h00 on the day of the withdrawal. Cheques will be available from 14h00 that day. Other Call Deposits Depending on the term of the deposit the cheques will be available at 14h00 on the date of payment. 23.4.2 For the sake of convenience, deposits will be recorded in the name of Afrifocus Securities (Proprietary) Limited as your nominee with the relevant bank being advised that the deposit is made on your behalf and for your benefit or in your own name. 23.4.3 Withdrawals must be requested in writing and the relevant bank will be instructed to make out all cheques in your name and cross them ‘not
transferable’. Any requests by you to do otherwise should be made in writing with appropriate proof of identification. Deposits should be not less than R1 000.00. You will be paid the interest rate negotiated with the relevant bank, less our service fee including VAT. 23.4.6 Interest will be capitalised at the end of each month. An interest cheque may be drawn monthly provided you instruct us accordingly. Material Obligations 24.1 In terms of the SECA and the rules of the JSE, 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. Controlled Clients (clients whose funds and uncertificated securities are under the control of a Custody and Settlement Member (”CSM”) or a Custody and Settlement Agent (”CSA”) or whose settlements take place via the Central Security Depositary (”CSD”) participant of the member as if the client’s funds or uncertificated securities were under the control of a CSM or a CSA) In terms of SECA and the rules, the material obligations of clients include the obligations set out below. 25.1.1 Each transaction represented by a single contract note between the ultimate seller and ultimate buyer; 25.1.2 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 currently five business days after the trade was done); and 25.1.3 On a net basis per member, per listed security. 25.2.1 A controlled client must sign a mandate in favour of a member before any cash or securities are received by the member. 25.2.2 A controlled client must obtain a receipt from the member when the securities are placed under the control of the member. 25.2.3 A controlled client must receive a monthly statement and reconcile the STRATE approved securities reflected on the statement with his records. 25.2.4 A controlled client must advise a member of its choice for an elective corporate action by no later than 16h00, 3 days prior to the record date for that corporate action subject to paragraph 5.3 before. 25.2.5 A controlled client must advise a member if it wishes to receive information from any issuer regarding securities that the client owns. 25.3 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 uncertified securities to be available for settlement on T+5; or • the client has made arrangements to borrow the equivalent number of uncertified securities and the equivalent securities will be available for settlement to take place on T+5. 25.4 By no later than 16h00 on T+1, 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 or on the settlement time line as amended by the JSE and/or STRATE authorities. 25.5 25.5.1 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 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 affected the said transaction. 25.5.2 A member shall have the right but not the obligation to allow a controlled client to honour his obligations until 10h00 on T+3 after which the obligation to settle reverts to the member. 25.5.3 Where the controlled client has nor 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. 25.5.4 Notwithstanding 25.2.2 and 25.2.3 above, the notification at any stage prior to 16h00 on T+2 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 appropriate business day. 25.6 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 cancelled. If successful, the failing controlled client will take place of the non-failing party for the balance of such transaction. 25.7 As a consequence of the controlled client not meeting the material obligations and where the member or the settlement authority is able to effect settlement by borrowing funds or securities the member shall be entitled to: In respect of a sale transaction18.104.22.168 immediately buy the required securities for the account of the client; and 22.214.171.124 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 brought in by the member, including any interest; In respect of a purchase transaction25.7.2 126.96.36.199 Immediately sell the securities purchased for the account of the client; 188.8.131.52 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. 25.7.3 If there is any amount still owing by the client after the member has taken the steps set out above, 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. 25.8 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. These costs include the costs related to manufactured dividends. 25.9 Where a member borrows funds either directly or via the 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. 25.10
25.10.2 25.11 25.11.1
25.11.2 25.12 25.12.1
Where a controlled client does not meet his obligations timeously and neither the member nor the settlement authority is able to borrow funds or uncertified 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. A client may be invited by the JSE to voluntarily give up a transaction, or a part of 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 25.11.1, then the client will be entitled to receive compensation.
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. 25.12.2 If the client gives up a transaction or a part of the transaction in the manner set out in 25.12.1, then the client will be entitled to receive compensation. 25.12.3 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. Non-controlled Clients (a client other than a controlled client who has appointed his own CSD participant). In terms of SECA and the rules, the material obligations of clients include the obligations set out below. 26.1 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 • intermediate parties who are neither the scrip root nor the cash root play no part in the settlement of uncertified securities. 26.2 A non-controlled client must, before transacting, appoint a CSD participant and notify the member of the following details or any changes to such details; • the CSD participant of the client; • the branch code of the CSD participant of the client; • the uncertificated securities account name of the client; • the uncertificated securities account number of the client; • the name of the bank where the clients’ funds bank account is held and the branch code code; • the funds bank account name of the client; • the funds bank account number of the client; and 26.3 A non-controlled client may not place an order to sell uncertificated securities unless: • the securities to be sold 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 uncertified securities and the equivalent securities will be available for settlement on T+5 26.4 26.4.1 A non-controlled client must notify the member of the account to which a transaction is to be allocated in sufficient time to allow the member to process such allocation on the trade date. 26.4.2 A non-controlled client must instruct its CSD participant to settle the transaction by no later than 12h00 on T+1. 26.4.3 A non-controlled client must immediately notify the member where the details of the transaction are not correct but in any event the notification must take place by no later than 12h00 on T+1. If the client does not so notify the member, the member may assume that the details of the transaction as advised to the client are correct. 26.4.4 If the details of the transaction are not correct, the appropriate correction will then be made by the member by no later than 16h00 on T+2. The details of the correction will be advised by the member to the non-controlled client immediately. 26.4.5 The non-controlled client must affirm to its CSD participant that the new details of the transaction are correct within sufficient time to allow the CSD participant of the client to commit timeously. 26.5 By no later than 12h00 on T+3, a non-controlled client must make sure that its CSD participant has committed to settle the transaction on behalf of the client. 26.6 26.6.1 Where the CSD participant of a non-controlled client fails by 12h00 on T+3 to commit to settle the transaction on settlement day, the non-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 charges imposed by the member, which effected the said transaction. 26.6.2 A member shall have the right but not the obligation to allow a noncontrolled client to honour his obligations until 09h00 on T+4 after which the obligation to settle reverts to the member. 26.6.3 Where the non-controlled client has not complied with its obligation 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. 26.6.4 Notwithstanding 26.6.2 and 26.6.3 above, the notification at any stage prior to 16h00 on T+3 by a non-controlled client to a member of its inability to procure settlement may result in the declaration of a failed trade by 09h00 on the following business day. 26.7 Where a transaction of a non-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 non-controlled client will take the place of the non-failing party for the balance of such transaction. 26.8 As a consequence of the non-controlled client not complying with Material Obligation 5 and where the member or settlement authority is able to effect settlement by borrowing funds or securities the member shall be entitled to: In respect of a sale transaction26.8.1 immediately buy the required securities for the account of the client; and 26.8.2 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 bought- in by the member, including any interest; In respect of a purchase transaction-
immediately sell the securities purchased for the account of the client; and the client must pay the member the difference between the purchase consideration of the securities which the client requested to be purchased and the selling consideration of the securities sold-out by the member, including interest. 26.9 Where the CSD participant of a non-controlled client has not committed to deliver securities timeously, and the member borrows securities to effect settlement, the non-controlled client is responsible for any costs that may be incurred by the member in this regard and/or penalties imposed on the member. These costs include the costs related to manufactured dividends. 26.10 Where a member borrows funds either directly or via the settlement authority to effect settlement for a non-controlled client who has not made payment of the required funds timeously, the non-controlled client is responsible for any costs incurred by the member and/or penalties imposed on the member in this regard.
26.11.2 26.12 26.12.1
Where the CSD participant of a non-controlled client does not commit timeously and neither the member nor the settlement authority are able to borrow funds or uncertificated securities to ensure that settlement of the transaction takes place, then the transaction of the failing non-
controlled client shall be closed by the member in accordance with instructions provided by the settlement authority. A failing non-controlled client will in addition to any fees and penalties, be responsible for any compensation that is paid to the non-failing party. A non-failing client may be invited by the JSE to voluntarily give up a transaction, where the JSE believes that it is likely that the transaction or part thereof will not settle because of a potential failed trade. If the client gives up a transaction or a part of a transaction in accordance with 26.12.1 then the client shall be entitled to receive compensation. 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 a transaction in the manner set out in 26.13.1 then the client will be entitled to receive compensation. If a client is instructed by the settlement authority to give up 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.
I, , hereby undertake to abide by all the laws, rules, regulations and company policies relating to my trading activities.
Afrifocus House, 31B Impala Rd Chislehurston, Sandton 2196
10 Waterford Mews, Century City Blvd, Century City, Cape Town 7441
Suite 119, 1st Floor, II Palazzo 5 Zenith Dr, Umhlanga Rocks 4320
Tel: +27 11 290-7800 Fax: +27 11 290-7878
Tel: +27 21 528-9900 Fax: +27 21 551-4541
Tel: +27 31 584-6491 Fax:+27 31 584-6847