Terms Of Use  

Terms and Conditions

Please read the following terms and conditions carefully

Acceptance of Conditions of Access


The following are the terms and conditions on which you may use the Absa Capital website (the "Site") and they become effective when you access the Site for the first time and constitute a binding agreement between you and Absa Capital, a division of Absa Bank Limited, 1986/004794/06 or its co-subsidiaries or affiliates, as the case may (“Absa Capital”). The current version of these terms and conditions govern our respective rights and obligations each time the Site is accessed by you.

Use of Site


We may in our sole discretion terminate your access to or use of this Site for any reason, including without limitation where we believe that you have not acted in accordance with the terms and conditions of this Site.

Amendments to these terms and conditions


We may amend these terms and conditions from time to time. All amendments to the terms and conditions will be posted on the Site. Unless otherwise stated, the current version of the terms and conditions will supersede and replace all previous versions of the terms and conditions.

Disclosure of interests


Absa Capital or its employees may, from time to time, maintain a long or short position in securities referred to on the Site or other securities of issuers referred to on the Site or in related futures or options; purchase or sell, make a market in, or engage in any other transactions involving such securities or issuers, earn brokerage or other compensation in respect of the foregoing; and provide investment banking, credit or other services to any issuer named on the Site. Absa Capital may have acted as manager or co-manager of a public offering of securities discussed on the Site in the past three years.

Information on this Site


All information on the Site is only intended to provide you with general information relating to us, our products and services. The information provided on this Site does not constitute an offer but may be treated as an invitation to do business.

We may provide information from time to time on projected revenues, income, earnings per share, capital expenditures, dividends, capital structure or other financial items; the plans, objectives and/or projections of the bank for future operations, including those relating to the services of the bank; or future economic performance. Such projections are only estimates. Actual events or results may differ

You acknowledge that all calculations done through the use of software or calculators supplied on this Site, including the rates, are guidelines only and subject to final confirmation at the time of finalizing the transaction. Any pricing is indicative and does not, and is not intended to, constitute either an offer to buy or sell or a representation that a purchase or sale can be effected at that price. Past performance is not indicative of future results. All information regarding the product and services including information in respect of the terms and conditions, interest rates, pricing or any other matters are subject to change without notice.

Privacy and Security


We are committed to keeping your information confidential and secure. Please read our Privacy Policy, the terms of which are incorporated into these terms and conditions and the information in our Security Policy.

Third Party Information and Sites


We may use the services of other third party organizations to provide information on this Site. We have no control over the third party information and make no representations or warranties of any nature as to its accuracy, appropriateness or correctness. We will not be directly or indirectly liable for any damages that may arise from your reliance on it.

Where we provide hypertext links to third party internet web-sites, such links are not an endorsement by us of any products or services in such web-sites. You use such links entirely at your own risk and we accept no responsibility or liability for the content, use or availability of such web-sites. We have not verified the truth or accuracy of any content of such web-sites. No third party is permitted to link any other web-site to this Site without obtaining our prior written consent.

Services online


Our online services and products (“Services”) are subject to registration and approval, which we may, in ore sole discretion, accept or reject. The Services are subject to separate terms and conditions that are available on the relevant sections of this Site where the online services and products are provided.
In the event of conflict between these terms and conditions and those of the Services, the provisions of the Services terms will apply.

No offer


Nothing on this Site should be construed as a solicitation or offer, or recommendation, to acquire or dispose of any investment or to engage in any other transaction, or to provide any investment advice or service.

No warranty


Although we have taken all reasonable care to ensure that the information provided on this Site is accurate, we give no warranties of any kind. ALL CONTENT AND THE WEB SITE ITSELF ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. ABSA CAPITAL MAKES NO REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESS OR IMPLIED) AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED AND STATUTORY REPRESENTATIONS AND WARRANTIES OF ANY KIND TO USER AND/OR ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND/OR FREEDOM FROM COMPUTER VIRUS. Opinions and any other content on the Site are provided by us for personal use and informational purposes only and are subject to change without notice.

Nothing contained on the Site constitutes investment, legal, accounting, tax or other advice and the information contained on the Site is not to be relied on in making an investment or other decision. You should obtain your own relevant and specific professional advice before making any investment decision.

No liability


WE WILL ACCEPT NO LIABILITY IN ANY EVENT INCLUDING (WITHOUT LIMITATION) NEGLIGENCE FOR ANY DAMAGES OR LOSS OF ANY KIND, INCLUDING (WITHOUT LIMITATION) DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EXPENSES OR LOSSES ARISING OUT OF, OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE, OR IN CONNECTION WITH ANY ERROR, OMISSION, DEFECT, COMPUTER VIRUS OR SYSTEM FAILURE, OR LOSS OF ANY PROFIT, GOODWILL OR REPUTATION, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE ACCESS OF, USE OF, PERFORMANCE OF, BROWSING IN OR LINKING TO OTHER SITES FROM THIS SITE.
We reserve the right to modify, suspend or discontinue, temporarily or permanently, the Site or any part of it, with or without notice, at any time. You agree that we shall not be liable to you or to any third party for any such modification, suspension or discontinuance of the Site.

Governing law


These terms and conditions will be governed and construed in accordance with the law of the Republic of South Africa without reference to any conflict of law provisions and you agree that the South African Courts shall have exclusive jurisdiction to determine any matter or dispute in connection with or arising out of this Site and these terms and conditions.

Email communications


Please do not send confidential information over the Internet. Information is sent at your own personal risk. Internet communications may not be secure. We recommend that you do not send confidential information to us over the Internet unless it is sent by way of a secure method of transmission using appropriate encryption technology. Absa does not accept legal responsibility for any loss or damage suffered as a result of confidential information sent to us over the Internet.

Monitoring of Communications


You expressly give your consent for us to monitor your internet and e-mail traffic on our website. You acknowledge that we monitor internet and e-mail traffic on the website primarily to ensure that users and consumers are not acting illegally, unlawfully or in breach of these terms and conditions and:

  • to maintain the integrity and security of our website and information technology systems;
  • to investigate and detect any unauthorised use of our website and information technology systems; and
  • as an inherent part of and to secure the effective operation of our website and information technology systems.

Intellectual Property


We retain all copyright and other intellectual property rights in all material, including logos and other graphics and multimedia works published on or via the Site.
The logos and trademarks shown on this Site are our registered and unregistered trademarks or that of third parties. Nothing on this Site should be construed as granting any licence or right to use any trademark without our prior written permission and/or that of third parties, as the case may be. You may not, without our prior written permission, use our intellectual property and you should obtain the consent of the relevant third parties to use such third parties’ intellectual property.

Copyright


The entire content of this Site is subject to copyright with all rights reserved and the information held is for your own personal use only. You may reproduce this information in hard copy solely for your personal use. The information may not otherwise be reproduced, distributed or transmitted to any other person or incorporated in any way into another document or other material. The information and software on this Site may not be taken out of context or presented in an unfair, misleading or discriminating manner. You agree not to remove any copyright notice or other notice signifying Absa Capital or any third party’s intellectual property rights. Except as expressly provided herein, nothing contained on this Site shall be deemed or construed to confer any license or right, expressly, by implication, estoppel or otherwise, under any of Absa Bank’s intellectual property rights.
Copyright Absa Bank Limited, 2011 (all rights reserved).

General Provisions


The headings of the clauses in the conditions are provided for convenience and ease of reference only and will not be used to interpret, modify or amplify the terms and conditions.

Where any dates or times need to be calculated in terms of the terms and conditions, the international standard time: GMT plus two hours shall be used. No failure or delay by us to exercise any of our rights will be construed as a waiver of any such right, whether this is done expressly or implied, nor will it affect the validity of any part of these terms and conditions or prejudice our right to take subsequent action against you.

If any of these terms, conditions or provisions are held to be invalid, unlawful or unenforceable; the term, condition or provision will be deleted from the remaining terms, conditions and provisions which will continue to be valid to the full extent permitted by law.

Dealer Mandate Standard Terms

DEALER MANDATE STANDARD TERMS

1. Definitions and interpretation

1.1 In these standard terms:

1.1.1 “ABSA” means Absa Bank Limited.

1.1.2 “Applicable Laws” means:

1.1.2.1 all laws and regulations, including but not limited to the Financial Markets Act, 19 of 2012, the Financial Intelligence Centre Act, 38 of 2001, the Financial Advisory and Intermediaries Act, the Electronic Communications and Transactions Act, 25 of 2002, the rules of any relevant securities exchanged, and any other laws (current or subsequent, replacing, amending or repealing) applicable from time to time to any mandate agreement between the Parties and the Parties to such a mandate;

1.1.2.2 all anti-money laundering, anti-terrorist financing and anti-bribery provisions applicable from time to time to the Parties and to the mandate agreement between the Parties;

1.1.2.3 all applicable rules, directives, regulations and by-laws of any relevant securities exchange, central securities depositary and/or clearing house;

1.1.2.4 all rules, statements of principle and directives of applicable regulatory authorities responsible for the regulation of the Parties, including without limitation, the Financial Services Board, the South African Revenue Services and the South African Reserve Bank.

1.1.3 “Dealer Mandate Form” means the Dealer Mandate Form to be completed or completed by the Mandator and to be accepted or accepted by ABSA.

1.1.4 Effective Date means in respect of a mandate of a Mandatary, the date on which ABSA accepts the mandate from the Mandator in respect of the relevant Mandatary and a mandate agreement governed by these standard terms comes into existence.

1.1.5 “Parties” means ABSA and the relevant Mandator represented by each Mandatary and “Party” means, as the context requires, any one of them.

1.1.6 “Signature” means:

1.1.6.1 the typing of the Mandator’s authorised signatory’s name in the appropriate space below the table in the Dealer Mandate Form;

1.1.6.2 the typing of the Mandator’s authorised signatory’s name at the bottom of the email to which the offer of the Dealer Mandate Form is attached;

1.1.6.3 the typing of the relevant ABSA authorised signatory’s name at the bottom of the email confirming the acceptance of the offer in respect of the Dealer Mandate,

1.1.6.4 the typing of the relevant authorised signatory’s name at the bottom of or in the relevant required space of an email, an electronic message or notice, will be regarded as electronic signatures as defined and contemplated in the Electronic Communications and Transactions Act, 25 of 2002, as amended and supplemented from time to time.

1.1.7 “Signing” means appending a Signature to the Dealer Mandate Form or an email or electronic message or notice as contemplated above.

2. Appointment, amendment and termination

2.1 The Mandator hereby appoints each of the persons listed in the Dealer Mandate Form (each a “Mandatary”) as agent for and on behalf of the Mandator, and mandates each Mandatary to give instructions to and enter into any related transactions with ABSA for and on behalf of the Mandator and representing the Mandator, subject to the terms and conditions of the Dealer Mandate Form, these Standard Terms and all Applicable Laws.

2.2 By accepting the Dealer Mandate Form, ABSA acknowledges and accepts the appointment of each of the Mandataries, subject to the terms and conditions of the Dealer Mandate Form, these Standard Terms and all Applicable Laws.

2.3 In respect of each Mandatary the mandate is effective as of the date on which the relevant Mandatary is accepted by ABSA to be added to the list of Mandataries in the Dealer Mandate Form and if amended on the date and at the time of the relevant amendment. For purposes of this clause a Mandatary will be deemed to be accepted by ABSA once ABSA has actually sent a written notice of such acceptance to the Mandatory.

2.4 If the Mandator wants to add a new Mandatary to the list of Mandataries, the Mandator must provide ABSA with:

2.4.1 a request to add this new Mandatary, and

2.4.2 all information and documents which ABSA may require in terms of the Applicable Laws to approve the new Mandatary.

2.5 Upon approving and accepting the new Mandatary subsequent to ABSA’s internal screening processes, ABSA will notify the Mandator in writing that the relevant new Mandatary has been accepted to act as such under and in terms of this mandate. As of the date and time of ABSA’s written notice of acceptance, the relevant new Mandatary may act in terms of this mandate for and on behalf of the Mandator. For purposes of the Dealer Mandate Form, the list in the Dealer Mandate Form of the relevant Mandator will be deemed to have been updated with the name and particulars of the relevant new Mandatary upon the sending of the acceptance notice by ABSA.

2.6 If any employee or agent of the Mandator purports to act on behalf of the Mandator without being formally accepted by ABSA as an approved Mandatary (as contemplated above) and ABSA suffers any damage or incur any regulatory penalties or fines as a result of such unauthorised action or conduct, the Mandator undertakes to indemnify ABSA in respect of such damage, penalties and/or fines, as the case may be.

2.7 In respect of each Mandatory this Mandate will terminate on the date on which the Mandatory gives formal notice to ABSA that the relevant Mandatary’s authority to act as its agent has been terminated and ABSA confirms receipt of such notice.

2.8 In respect of the Mandator, either the Mandator or ABSA may terminate this mandate upon giving the other Party 30 (thirty) days’ written notice of such termination.

3. Electronic communications

3.1 By Signing the Dealer Mandate Form and/or any emails, electronic messages and notices by typing the name(s) of the authorised signatory(ies) on the relevant electronic document in the appropriate space or at the bottom of the relevant electronic document, each Party and each authorised signatory acknowledges that each typed name:

3.1.1 is uniquely linked to the relevant authorised signatory;

3.1.2 is capable of identifying the relevant authorised signatory;

3.1.3 is created by using means that the relevant authorised signatory or the relevant party, as applicable, maintains and which are respectively under the relevant authorised signatory’s or relevant party’s control;

3.1.4 is linked to the data to which it relates in such a manner that any subsequent change of data can be detected; and

3.1.5 is intended by the relevant authorised signatory and the relevant Party to serve as a signature which will have a legally binding effect, i.e. which will bind the relevant Party to the Dealer Mandate, or the relevant mandate or the relevant email, electronic message or notice, subject to all the terms and conditions contained herein.

3.2 In respect of a Mandator, ABSA will only accept and act upon instructions, messages and notices from a Mandatary listed in the Dealer Mandate.

3.3 For purposes of the Dealer Mandate, written instructions, messages and notices, include, but is not limited to, emails, electronic messages and notices as referred to below and each person will act in the capacity as either the sender of the message or notice (“the Sender”) or the receiver of the message or notice (“the Receiver”):

3.3.1 When the Sender and the Receiver communicate with each other in writing using electronic messages, the format of it will be in accordance with that generally in use in the financial services industry from time to time.

3.3.2 Unless otherwise agreed or unless other terms govern a specific transaction, any instruction, message or notice sent by the Sender to the Receiver by electronic medium will be deemed to be received at the time when the Receiver acknowledges receipt by return electronic medium.

3.3.3 By agreeing to communicate via the relevant electronic medium, the Sender and the Receiver accepts the risk of communicating by such electronic medium. Should a person become aware that the systems in use are not operational (“system failure”) or that there has been a failure in transmitting or receiving a particular electronic instruction, message or notice (“failure in communication”), that person will contact the other person, as soon as reasonably possible, by any other means such as telephone to confirm that there has been a system failure or failure in communication, and in order to agree an alternative medium of communication pending resolution of the relevant system failure.

3.4 Each Sender and each Receiver consents to the recording of any telephone conversations between them and acknowledges 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. These telephone recordings are the sole property of the recording Party and will be prima facie evidence of the orders, instructions, notices or conversations so recorded. Such recordings may occur with or without the use of an automatic tone warning device. Each recording Party agree to the delivery of copies of transcripts of such recordings to any court or regulatory authority or any independent legal counsel, where required to do so by legislation or in instances of any dispute. The recording Party will retain copies of such recordings for the period that the recording Party deems appropriate and the recording Party will not be required to maintain such copies indefinitely.

4. Confirmations

4.1 Unless otherwise agreed or unless the terms governing a specific transaction provides otherwise, ABSA will provide the relevant Mandatary with confirmations of the execution of instructions and the resultant transactions in terms of the agreements governing the relevant the transactions.

4.2 The Mandator and each Mandatary acknowledges that all such confirmations will, in the absence of manifest error, be presumed to be correct and binding, unless objected to in writing within the relevant time period governing the relevant agreements or if no such period is otherwise specified, within 1 (one) Business Day of receipt of the relevant confirmation. Any such objection must be sent to the contact details specified in the relevant agreement governing the relevant transaction.

5. Representations, warranties and undertakings

The Mandator and each Mandatary represents and warrants to ABSA and for the benefit of ABSA, and undertakes that in future it will ensure that:

5.1 each mandate governed by these standard terms is legal and constitutes valid and binding obligations, enforceable against the Mandator and is entered into by a duly authorised representative of the Mandator;

5.2 it is regulated by and at all times abides by the relevant Applicable Laws in the giving of all instructions and entering into transactions whether in respect of trades within or outside the jurisdictional boundaries of the Republic of South Africa;

5.3 if any transaction is executed outside the jurisdictional boundaries of the Republic of South Africa, it is complying with all exchange control legislation, regulations and rulings and any other specific legislative requirements in this regard;

5.4 it has obtained and complied with all authorisations, approvals, licenses and consents necessary to give instructions and transact in terms of the relevant mandate;

5.5 it has policies and procedures in place to actively identify and manage actual and potential conflicts of interest and will provide a copy of its conflicts policies to ABSA upon request;

5.6 each Mandatary has full authority to act on the Mandatory’s behalf in terms of and subject to the provisions of the relevant mandate;

5.7 it holds adequate fidelity insurance cover to make good any losses resulting from the fraudulent, dishonest or negligent acts of any Mandatary or any employees or agents purporting to be acting as mandataries of the Mandator;

5.8 it has a disaster recovery plan in place that has been documented and regularly tested.

6. Indemnity

The Mandator indemnifies and undertakes to hold ABSA, its affiliates and their respective officers, directors, employees, agents, succession and assigns harmless from and against any and all losses (excluding indirect or consequential losses), damage, expense or cost suffered or incurred by them arising from and in connection with:

6.1 any breach by the Mandator and/or a Mandatary of any of its obligations in terms of any mandate governed by these standard terms;

6.2 any breach by the Mandator and/or a Mandatary of any warranties, undertakings, and/or representations provided to ABSA in terms of these standard terms;

6.3 a breach of any Applicable Laws in the execution of any instructions, messages or notices given by a Mandatary; or

6.4 reliance on information supplied by the Mandator and/or a Mandatary in any format to ABSA which proves to be false or incorrect.

7. Confidential information

7.1 Each Sender and each Receiver undertakes to each other for the duration of any mandate governed by these standard terms and thereafter:

7.1.1 to keep all information (written or oral, including information contained in electronic format) of a non-public, confidential and proprietary nature (“Confidential Information”) that it may obtain or receive from the other as private and confidential; and

7.1.2 not to disclose the Confidential Information in whole or in part to any other person without obtaining the Sender’s written consent, save to those of its personnel involved in the implementation of a mandate and/or who have a need to know the same;

7.1.3 to use the Confidential Information solely in connection with the implementation of the relevant mandate and not for its own benefit or benefit of any third person.

7.2 Notwithstanding anything to the contrary in these standard terms, any Confidential Information does not include information:

7.2.1 which becomes publicly available through no fault of a Party;

7.2.2 which is lawfully obtained by a Party from third parties without restriction;

7.2.3 which can be proven to have been known to a Party prior to its receipt of the Confidential Information or developed by the Party without reference to the Confidential Information;

7.2.4 which is required to be disclosed in response to a valid order of court or if disclosure is otherwise required by the Applicable Laws.

7.3 This clause will survive the termination of any mandate for whatsoever reason.

8. Breach and cancellation

If a Party commits a material breach of any mandate governed by these standard terms (“the Defaulting Party”), the other Party (“the Non-Defaulting Party”) may cancel the relevant mandate, without prejudice to any other remedy it may then have:

8.1 by giving notice, if the breach can be rectified and the Defaulting Party does not rectify that breach within 5 (five) Business Days, or such longer period as the Parties may agree to in writing; or

8.2 immediately by giving notice, if the breach cannot, in the sole discretion of the Non-Defaulting Party, be rectified; or

8.3 immediately by the affected party if there was any unauthorised disclosure or use of Confidential Information by the disclosing party, which, in the sole discretion of the disclosing party is reasonably likely to constitute a breach of any provision of the relevant mandate.

9. Dispute resolution

9.1 Any dispute arising out of, relating to or having any connection with a mandate governed by these standard terms, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it (a "Dispute"), must be referred by any Party to a meeting of the Parties convened by that Party upon not less than 10 (ten) calendar days’ notice to the other Party or Parties, as the case may be, such meeting to be held in the absence of agreement to the contrary at a mutually agreed venue (a “Meeting”).

9.2 A Party who receives notice of a Meeting will send the most senior officer in its dealing division or its financial department who is available to attend the Meeting.

9.3 The Parties attending the Meeting will endeavour to resolve or settle the Dispute, but in the absence of a resolution or settlement at the relevant Meeting or within 7 days following the relevant Meeting, the remaining provisions of this clause will apply:

9.3.1 Failing any resolution or settlement of the Dispute as contemplated above, such Dispute will be referred to and finally resolved by arbitration.

9.3.2 The arbitration will be governed by the Arbitration Act, 42 of 1965, as amended or substituted from time to time. The arbitration will be conducted in accordance with the commercial arbitrator rules of The Arbitration Foundation of South Africa (AFSA) (“the Rules”). Capitalised terms in this clause which are not otherwise defined in these standard terms have the meaning given to them in the Rules.

9.3.3 The arbitration tribunal will consist of one arbitrator, who will be appointed in accordance with the Rules.

9.3.4 The seat, or legal place of arbitration, will be Sandton, Johannesburg.

9.3.5 The language used in the arbitral proceedings will be English.

10. General

10.1 In respect of each mandate, save for any express warranty or representation contained in these standard terms, each Party acknowledges and represents that it has not relied in any way upon any information and/or advice given by the other Party in the preparation, negotiation or implementation of the relevant mandate and has taken all reasonable actions to satisfy itself as to the consequences of entering into the relevant mandate. It also represents that the provisions of the relevant mandate and the restrictions contained in these standard terms are fair and reasonable in all the circumstances and are part of the overall intention of the Parties in connection with the relevant mandate.

10.2 No relaxation, indulgence or extension of time granted by any Party (“the Grantor”) to another Party may be construed as a waiver of any of the Grantor’s rights in terms of a mandate, or a novation of any of the terms of a mandate governed by these standard terms or estop the Grantor from enforcing strict and punctual compliance with the terms of a mandate.

10.3 No variation of, addition to, consensual cancellation of or novation of a mandate and no waiver of any right arising in terms of a mandate (including this clause) or its breach or termination will be of any force or effect unless it is reduced to writing and Signed by a duly authorised representative of each Party.

10.4 No Party may cede any of its rights or delegate any of its obligations under a mandate without the prior written consent of the other Party.

10.5 Save as otherwise provided, this document including all its annexes constitutes the standard terms governing the mandate agreement between the Parties and no Party will accordingly be bound by any undertaking, representation or warranty not recorded therein.

10.6 Any provision in these standard terms which is or may become illegal, invalid or unenforceable will be ineffective to the extent of such prohibition or unenforceability and will be treated pro non scripto and severed from the balance of these standard terms, without invalidating the remaining provisions of these standard terms.

11. Governing law

Each mandate governed by these standard terms and any non-contractual obligations arising out of or in connection with it are governed by the law of the Republic of South Africa.

12. Jurisdiction

12.1 The Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Local Division, Johannesburg (or any successor to that division) in regard to all matters arising from a mandate governed by these standard terms (including a dispute relating to the existence, validity or termination of a mandate or any non-contractual obligation arising out of or in connection with a mandate).

BARX Africa Services Terms

BARX Africa Services Terms

1. Scope: These BARX Africa Terms ("Terms") apply to your access and use of any relevant BARX Africa Service. They supplement any relevant product specific agreement (including without limitation the General Agreement and the ISDA between you and Absa and any Third Party Platform terms, if applicable. In using BARX Africa Service or clicking the "Accept" a below, Client accepts these Terms, including the electronic delivery of required information and the use of Client’s personal information for operational purposes. Client agrees to comply with the BARX Africa User Guidelines, and other reasonable instructions notified to Client relating to the use of BARX Africa Services. If you are entering into these Terms on behalf of the Client, you warrant and represent that you have been granted permission and the authority to bind the Client to these Terms and use the BARX Africa Services on the Client’s behalf. If you do not have such authority, or you do not agree with these Terms, you must not accept these Terms and may not use the BARX Africa Service. If you are not certain whether you have such authority, you must not accept these Terms and you may not use the BARX Africa Services unless and until you obtain confirmation that you have such authority from the appropriate person within your organisation.

2. Logons and Security: Client must keep each Logon issued to it confidential, safe and secure at all times and ensure that it is used only by the individual or system for whom it has been issued. Client is liable for all use or misuse of any such Logon and will comply with all reasonable instructions notified to it from time to time relating to any such Logon. All transmissions and instructions issued through Client’s Logon are deemed to be authorised by Client and constitute Client’s use and will bind Client. Client will promptly inform us if it knows or suspects that any person not authorised to access the BARX Africa Services has used or obtained the Logon or has had unauthorised access to the BARX Africa Services, or that the confidentiality, security or functionality of any Logon or BARX Africa Service has been compromised. We will not be liable for any resulting transactions concluded in the Client’s name. Client must successfully log off from the BARX Africa Services after each session. We may, in our sole discretion, and without notification to Client, end a session if: (a) we deem the Client’s conduct to be inappropriate or illegal; or (b) Client breaches these Terms.

3. Third Party Information and Websites: We may use the services of other third party organizations to provide information on the BARX Africa Services. We have no control over the third party information and make no representations or warranties of any nature as to its accuracy, appropriateness or correctness. We will not be directly or indirectly liable for any loss or damages that may arise from your reliance on it. Where we provide hyperlinks to third party internet websites, such links are not an endorsement by us of any products or services in such websites. You use such links entirely at your own risk and we accept no responsibility or liability for the content, use or availability of such websites. We have not verified the truth or accuracy of any content of such websites. No third party is permitted to link any other website to the BARX Africa Services without obtaining our prior written consent.

4. Help Desk: When Client phones the Help Desk, a Help Desk consultant may request certain information from it in order to verify its identity. The Help Desk consultant will, however, never request Client to reveal its Logon details. For more information on the Help Desk please see http://www.barx.com/ms/barxafrica/contacts.html

5. Instructions: Client authorises us to act (without further enquiry) on any Instruction whether or not we acknowledge receipt of such Instruction and Client shall be irrevocably bound by the terms of all transactions executed and orders placed through a BARX Africa Service using Client’s Logons. Client is not required to submit Instructions; and we are not required to act on any Instruction or to execute any transaction pursuant to any Instruction. We have no responsibility for transmissions that are inaccurate, incomplete or not received by us, and we may implement an Instruction on the terms actually received by us. Where a BARX Africa Service permits, you may send requests to cancel an Instruction before it is executed; however a cancellation is only effective when and to the extent we inform you. We may cancel a transaction executed at a manifestly erroneous price or volume or where a Regulator or Applicable Regulations require. Acts and omissions of Client's Authorized Users are deemed for all purposes to be the actions, omissions or defaults of Client. Absa and its Related Parties are not responsible for any Losses that may result from errors made by any third party in reading, processing or executing any Instruction or transaction, or if any third party otherwise fails to properly execute such Instruction or transaction.

6. Transactions: Price information on BARX Africa Services is indicative only. We may send an acknowledgment in relation to a transaction (“Acknowledgment”), including by electronic means, to acknowledge receipt or status of an Instruction. However, an Acknowledgment shall not constitute or be construed as an acceptance of any Instructions by us and shall not be binding on us. In relation to the BARX Africa Services, a transaction shall only be binding when we send confirmation of execution to that effect to Client, including by electronic means (“Confirmation”) and if there is a conflict between the terms of any Confirmation and (a) these Terms, or (b) any Acknowledgement, the terms of the Confirmation will prevail. Execution terms as reflected in such an Acknowledgement or Confirmation sent to Client are subject to adjustment for errors and omissions including errors and omissions on the part of the markets to which Client’s Instructions were routed. Client accepts full responsibility for the review of such Acknowledgements and Confirmations and for notifying Absa promptly of any discrepancies in such Acknowledgements and Confirmations. If there is a General Agreement between Absa and Client, then any relevant transaction executed pursuant to an Instruction is subject to such General Agreement. If there is an ISDA between Absa and Client, then any relevant transaction executed pursuant to an Instruction is subject to such ISDA. If there is both a General Agreement and an ISDA between Absa and Client, then any relevant transaction executed pursuant to an Instruction is subject to the ISDA.

7. Costs and Expenses: Client is responsible for all applicable fees, costs and expenses associated with Client’s access to and use of any BARX Africa Service and the execution and settlement of transactions (including commissions, telecommunications, modems and other connectivity costs, and costs of any third party software, equipment and any related maintenance services). For the avoidance of doubt, Client will be responsible for the provision of all computer hardware and software, equipment, telecommunication systems and network facilities and other resources and facilities which Client requires to use or access any BARX Africa Service.

8. No advice: ABSA DOES NOT MAKE ANY RECOMMENDATIONS AS TO THE SUITABILITY OF ANY INVESTMENT OR PROPOSED TRANSACTION. CLIENT ACKNOWLEDGES AND AGREES THAT ABSA WILL NOT, AND IS NOT UNDER ANY DUTY TO, PROVIDE ANY INVESTMENT, TRADING OR OTHER ADVICE OF ANY KIND IN RELATION TO ANY SUCH TRANSACTION OR PROPOSED TRANSACTION THROUGH ANY BARX AFRICA SERVICE OR OTHERWISE AND THE PRODUCTS AVAILABLE THROUGH ANY BARX AFRICA SERVICE AND ANY RELATED INFORMATION PROVIDED BY ABSA SHOULD NOT BE RELIED UPON FOR THE PURPOSES OF MAKING INVESTMENT, TRADING OR ANY OTHER DECISIONS OF ANY KIND. Client agrees that (a) the BARX Africa Services are not and will not form the basis of any of its investment, trading or other decisions and (b) it is solely responsible for and will exercise its own independent judgment in (i) any investment or trading decisions it makes with respect to products available via any BARX Africa Service and (ii) determining whether any transaction is suitable, appropriate or advisable for it or its clients or managed or fiduciary accounts. Provision of the BARX Africa Services does not make us an advisor or fiduciary for Client or its managed or fiduciary accounts. These Terms do not constitute an offer to sell or solicitation of an offer to buy securities or other financial instruments.

9. No Promotion: Without the prior written consent of the other party, neither party will: (i) use the name of the other party or its Affiliates, or in the case of Client, the name of any of the Related Parties, or any trade name, trade mark, logo, trade device, service mark, symbol or any abbreviation, contraction, representation or simulation of the other party or its Affiliates in any advertising, publicity, or otherwise; or (ii) represent (directly or indirectly) that any product or any service provided by the other party has been approved or endorsed by the other party.

10. Intellectual Property: We grant Client a non-exclusive, non-transferable, personal licence to use (but not modify) each BARX Africa Service, subject to these Terms, solely for Client's internal use (for viewing data and sending Instructions) and if Client is a broker-dealer, investment manager or investment advisor, as agent on behalf of its customers, but otherwise not for use on behalf of third parties. All rights not expressly granted are reserved by Absa. Client acknowledges that all intellectual property rights in the BARX Africa Services, including the trademark BARX Africa, belong to us, our Affiliates or our licensors (as applicable) and are protected under Applicable Regulations. Certain aspects of the BARX Africa Services may be provided by third parties and Client will comply with all additional usage restrictions that such third parties may impose.

11. Representations and warranties: Each party represents and warrants to the other party that: (i) it has and will continue to have full authority and capacity to enter into and perform its obligations under these Terms; (ii) this Agreement is executed by a duly authorised representative of that party who has full capacity and authority to do so; and (iii) it will act in compliance with all Applicable Regulations in the performance of its obligations under these Terms. (b) Client represents and warrants that: (i) if it is connecting to Absa’s infrastructure and algorithms as part of a BARX Africa Service through its own infrastructure and algorithms, it has a governance and control environment surrounding its trading practices which includes testing and validation of such controls, such testing and validation to be undertaken by an independent third party appointed by Client or by Client staff independent from Client’s front office staff or algorithm designers or developers; and (ii) Client has duly completed and returned to Absa the Resolution and Authorised Signatory form attached hereto as Annex A.

12. Inducement: Client acknowledges that it entered into these Terms without inducement by any representation or warranty not set forth in these Terms.

13. Client Indemnity: Client will indemnify, defend and hold Absa, its Related Parties and Absa’s Affiliates harmless from and against all Losses arising from: (a) Client’s use of any BARX Africa Service (including breaches of security and confidentiality of any BARX Africa Service or any of Absa’s other systems not covered by these Terms), and, if Client is a broker-dealer, investment manager, investment advisor or agent of any kind acting on behalf of its customer, including any claims that a transaction was not suitable for or not authorised by such customer; and (b) any and all claims by a third party in relation to Client’s use of any BARX Africa Service, except, in each case, to the extent caused by our wilful default, gross negligence or fraud.

14. Absa Indemnity: If any third party claims that Client's use of Proprietary BARX Africa Services in accordance with these Terms infringes or violates any copyright or trade secret, or any patent of which Absa had actual knowledge on execution of these Terms (an "IP Claim"), and Client (a) notifies us promptly of any actual, or threatened IP Claim, (b) does not make any admission of liability, (c) assists us in responding to the IP Claim, and (d) allows us to control discussions and litigation relating to the IP Claim, then Absa will indemnify Client against damages finally awarded against Client and reasonable legal expenses incurred by Client in dealing with the IP Claim except to the extent that the IP Claim (A) arises as a result of (i) the combination by Client or its agents or any third party of any BARX Africa Service with other technology, computer system, communication network, services, products or materials if such claim would have been avoided absent such combination, or (ii) adaption, modification or enhancement by Client or its agents or any third party of any Proprietary BARX Africa Service; or (B) concerns (i) any computer systems or communication networks implementing the Proprietary BARX Africa Service, or (ii) the use of the Proprietary BARX Africa Service other than in accordance with these Terms. This paragraph states our entire obligation and Client's sole remedy regarding intellectual property infringement.

15. DISCLAIMER AND LIABILITY: (A) SAVE AS EXPRESSLY SET OUT IN THESE TERMS, (i) EACH BARX AFRICA SERVICE AND THE MARKET DATA IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ABSA AND ITS RELATED PARTIES MAKE NO WARRANTY, REPRESENTATION OR OTHER ASSURANCE IN CONNECTION WITH ANY BARX AFRICA SERVICE OR THE MARKET DATA, INCLUDING AS TO AVAILABILITY, ACCURACY, COMPLETENESS, RESULTS, FUNCTIONALITY, SECURITY, RELIABILITY, PERFORMANCE, TIMELINESS, NON-INFRINGEMENT, SUITABILITY, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, AND (ii) ALL REPRESENTATIONS, WARRANTIES AND ASSURANCES (STATUTORY, IMPLIED OR OTHERWISE) ARE EXCLUDED. WE AND OUR RELATED PARTIES HAVE NO LIABILITY TO CLIENT OR THIRD PARTIES IN CONNECTION WITH ANY BARX AFRICA SERVICE OR MARKET DATA OTHER THAN FOR WILFUL DEFAULT, GROSS NEGLIGENCE AND FRAUD AND UNDER PARAGRAPH 14 (ABSA INDEMNITY) ABOVE. (B) FURTHER, WE AND OUR RELATED PARTIES ARE NOT LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES WHICH CLIENT OR THIRD PARTIES MAY INCUR OR EXPERIENCE IN CONNECTION WITH THESE TERMS OR USE OF ANY BARX AFRICA SERVICE OR MARKET DATA IN EACH CASE HOWSOEVER ARISING WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF WE KNEW OF OR WERE ADVISED OF THE POSSIBILITY OF THOSE LOSSES. CLIENT IS SOLELY RESPONSIBLE FOR ANY LOSSES, DAMAGES, COSTS AND EXPENSES RESULTING FROM YOUR OR ITS RELIANCE ON ANY DATA THAT WE OR OUR RELATED PARTIES MAY PROVIDE IN CONNECTION WITH CLIENT’S USE OF THE BARX AFRICA SERVICES AND/OR RELIANCE ON THE BARX AFRICA SERVICES, EXCEPT FOR LOSSES, DAMAGES, COSTS OR EXPENSES CAUSED BY OUR WILFUL DEFAULT, GROSS NEGLIGENCE AND FRAUD. NOTHING IN THESE TERMS EXCLUDES OR LIMITS ABSA OR ITS RELATED PARTIES’ LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY’S NEGLIGENCE; (B) GROSS NEGLIGENCE, WILFUL DEFAULT OR FRAUD; OR (C) ANY LIABILITY TO THE EXTENT THAT THE SAME MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF APPLICABLE REGULATIONS (C) IN NO EVENT SHALL ABSA OR ITS RELATED PARTIES OR AFFILIATES BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER OR IN RELATION TO THIS AGREEMENT BY REASON OF CIRCUMSTANCES BEYOND THEIR REASONABLE CONTROL, INCLUDING ACTS OF GOD, ACTS OF CIVIL OR MILITARY AUTHORITY, NATIONAL EMERGENCIES, LABOUR DIFFICULTIES, DISPUTES OR STRIKES (OF THEIR OWN EMPLOYEES OR OTHERWISE), FIRE, MECHANICAL BREAKDOWN, FLOOD, OR CATASTROPHE, INSURRECTION, WAR, TERRORISM, RIOTS, FAILURE OF TELECOMMUNICATION NETWORKS OR POWER SUPPLIES, COMPLETE OR PARTIAL CLOSURE OF ANY PAYMENT OR SETTLEMENT SYSTEM, CURRENCY MARKET, OR ANY ACT, OMISSION, DEFAULT OR DELAY OF ANY AGENT, CORRESPONDENT OR PAYING BANK OR ANY THIRD PARTY.

16. Market data: We and any provider of any Market Data are not liable (a) for the Market Data in any way, including if the Market Data is inaccurate, incomplete or delayed in any respect or (b) for any actions that Client takes or does not take based on the Market Data. Client will use the Market Data solely as part of an BARX Africa Service and will not redistribute or disclose it, save as required under Applicable Regulations. The Market Data is the intellectual property of us or our licensor(s). We may collect trade-related data and aggregate it with data of other users such that no user can be readily identified. Client acknowledges and agrees that we shall own all rights in that aggregated data.

17. Usage information: If we have an enquiry relating to Client's use of a BARX Africa Service (including if we suspect Client is in breach of these Terms), Client will promptly provide us and/or Regulators with any information, access to premises or systems or assistance reasonably requested by us or any Regulator or as required under Applicable Regulations. Any attendance at Client's premises will, unless Applicable Regulations otherwise require, be subject to reasonable prior notice and Client's reasonable security and confidentiality procedures.

18. Investment Managers: If Client is an investment manager or investment advisor or agent, Client represents and warrants that (a) it is executing these Terms on its own behalf and as agent of Client's principals, (b) Client has full capacity and all requisite authority to so execute and to effect transactions through the BARX Africa Services on behalf of its principals, (c) all such transactions will be suitable and/or appropriate for the principals (to the extent Client has a duty under Applicable Regulations to ensure this) and (d) Client will give us prior notice of any principals on whose behalf it will use a BARX Africa Service and Client shall notify us of any change to its list of principals on whose behalf it uses a BARX Africa Service and (e) Client has duly completed and returned to Absa the Resolution and Authorised Signatory form attached hereto as Annex A. Client will indemnify us against any claims by Client's principals in respect of the BARX Africa Services.

19. Compliance with laws: Client will comply, and co-operate with us in complying, with all Applicable Regulations when using or accessing any BARX Africa Service.

20. Regulatory: Client confirms that it is an experienced corporate or institutional investor. Client acknowledges that we may trade for our own account or for others on the same markets and in the same products (including at different prices or using different strategies than those available via any BARX Africa Service), which could affect the value or terms of Client's transactions.

21. Compliance with South African Exchange Control: If applicable, Client undertakes to comply with all the provisions of the Exchange Control Regulations promulgated in terms of the Currency and Exchanges Act, 1933 (Act No. 9 of 1933) (“the Exchange Control Regulations”) and the Exchange Control Rulings issued by the Exchange Control Department of the South African Reserve Bank pursuant to the Act (“the Exchange Control Rulings”) and warrants that any transaction entered into by it using the BARX Africa Services complies with the provisions of the Exchange Control Regulations and the Exchange Control Rulings.

22. Transactions entered into by Clients other than authorised dealers as defined in the Exchange Control Regulations: If applicable, Client confirms and represents that any Instruction it gives or transaction it enters into using any BARX Africa Service is purely aimed at covering a firm and ascertained exposure to possible losses as a result of adverse movements (a) in currency exchange rates, interest rates or commodity prices arising from an underlying transaction with a non-resident of the Republic of South Africa if it is a resident of the Republic of South Africa, or (b) in currency exchange rates, interest rates or commodity prices or in respect of credit exposures (other than credit exposures in respect of foreign currency denominated securities issued by South African residents or in respect of securities issued by non-residents) arising from an underlying South African exposure if it is a non-resident of the Republic of South Africa, in both cases arising from a transaction which is permitted in terms of the Exchange Control Rulings or in respect of which transaction a specific South African Reserve Bank authority has been granted.

Jurisdictional Disclaimer: The website is maintained by Absa and is made available to Absa clients. This website is not directed to, nor intended for distribution or use by, any person or entity in any jurisdiction or country where the publication or availability of this website or such distribution or use would be contrary to local law or regulation. If you choose to access information on this website, it is your responsibility to comply with the applicable local, national or international laws and any use of this website outside of South Africa is entirely at your own risk. Applicants may be granted access to the BARX Africa Services once we are satisfied that such access would not be in breach of the relevant laws of the jurisdiction in which the applicant is resident, registered or domiciled.

21. Confidentiality & Privacy/Data Protection: Without the other's consent, neither party shall disclose or use for any purpose except as contemplated under these Terms or the relevant product agreement (e.g. the ISDA or the General Agreement) any information disclosed to it by the disclosing party in connection with a BARX Africa Service, except to the extent that such information is (a) already available in the public domain, other than as a result of a breach of these Terms, (b) already known to the receiving party (free from any obligation to keep it confidential) at the time of disclosure, (c) required to be disclosed under Applicable Regulations or court order or (d) requested by a Regulator. Client hereby consents that we may disclose information to our Affiliates, agents and suppliers and Third Party Platform providers (provided that they are subject to confidentiality obligations). Notwithstanding the foregoing, Client hereby consents that we may store and use the contact details of the Client, Authorised Users and the Security Administrator in countries worldwide (including countries outside South Africa). Neither Client nor we shall make any public announcement relating to Client's use of the BARX Africa Services without the other's prior written consent.

22. Monitoring of Communications: You expressly give your consent for us to monitor your internet and/or e-mail traffic on the BARX Africa Services. You acknowledge that we monitor internet and e-mail traffic on the BARX Africa Services primarily to ensure that users are not acting illegally, unlawfully or in breach of these Terms and: 22.1. to maintain the integrity and security of the BARX Africa Services and Absa’s information technology systems; 22.2 to investigate and detect any unauthorised use of the BARX Africa Services and Absa’s information technology systems; and 22.3 as an inherent part of and to secure the effective operation of the BARX Africa Services and Absa’s information technology systems.

Notices: In accepting these terms, Client agrees to the provision of notices (including acknowledgments, confirmations, statements and communications required under Applicable Regulations) by email and other electronic means as permitted under Applicable Regulations and such electronically delivered documents shall be deemed to be "in writing"; Client may revoke this consent by written notice to us, but Client's access to a BARX Africa Service may be terminated. Except as otherwise expressly provided herein, all notices permitted or required under these Terms shall be in writing and shall be by any of the following means: personal delivery, courier service, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon the earlier of: (a) actual receipt, (b) one (1) day after deposit with the courier service; (c) receipt by sender of confirmation of electronic transmission; or (d) five (5) days after deposit in the mail. Notices shall be sent to the addresses of each party or such other address as each party may specify in writing.

Amendments: We may amend these Terms upon ten (10) or more days' written notice to Client (or immediately if a change is required under Applicable Regulations or made generally by us with respect to our other clients that access and use the BARX Africa Services) All amendments to the Terms will be posted on the BARX Africa Service.

Third party rights: These Terms are for the benefit of Absa, Absa’s Related Parties and Affiliates, our suppliers, our agents and Client. No other third party has rights under these Terms.

Further assurances: Client shall cooperate with any reasonable request we may make to give full effect to these Terms and any Instruction and to protect our and Related Parties' rights in the BARX Africa Services. Client shall cooperate with any reasonable request Absa may make in order to respond to any inquiries made by any third party service provider, Third Party Platform provider or Regulator in connection with the BARX Services.

Termination: These Terms are effective until terminated by either party upon written notice to the other. We may suspend, limit, change the nature, composition or availability of, or terminate Client's or any Authorised User’s access to all or part of any BARX Africa Service at any time (with or without cause or notice).

Governing law and jurisdiction: These Terms are governed by the laws of South Africa and Client hereby submits to the exclusive jurisdiction of the courts of South Africa.

Breach of these Terms: Should Client breach these Terms, we will be entitled, without prejudice to our rights under these Terms or at law, to claim damages from Client, commence criminal proceedings and/or obtain an interdict against Client, as appropriate.

Miscellaneous: These Terms (and the BARX Africa User Guidelines) are the parties' entire agreement and supersede all previous agreements on the matters covered by these Terms. If there is a conflict between these Terms and the terms of a product-specific agreement or any Third Party Platform terms, these Terms will prevail regarding the BARX Africa Services (and the conclusion of a transaction using the BARX Services) and the terms of the product-specific agreement will regulate the commercial terms of the transaction. For some BARX Africa Services, exchange or trading system rules may also apply. Neither party may cede or delegate any rights or obligations in terms of these Termswithout the other's prior written consent; any assignment in breach is void. However, we may assign these Terms to any Affiliate or to any entity which succeeds to all or substantially all of our assets and business. The following paragraphs of these Terms shall survive termination: 8-14, 17, 21, 23, 28 and 32.. These Terms will remain in effect in respect of all transactions executed though a BARX Africa Service that remain outstanding as of the effective date of termination and Client shall continue to be bound by all of its obligations and Absa shall continue to be entitled to all of its rights under the Terms, notwithstanding such termination of these Terms with respect to all such outstanding Transactions.

Update of Terms: These Terms are updated as of December 2013

Definitions and interpretation: Headings are for ease of reference only. The following terms shall have the following meanings ascribed to them: “Absa” / "we"/ "us"/"our": Absa Bank Limited, a company incorporated in South Africa with registration number 1986/004794/06, and its Affiliates. "Affiliate": any entity controlled directly or indirectly by, or under common control with Absa. "Applicable Regulations": any applicable laws, rules and regulations (including any rules, policies and practices of a relevant Regulator) as may be amended, modified or re enacted from time to time. "Authorised User": the person(s) and/or system(s) for whom Client or any person authorised by Client requests access to a BARX Africa Service, which request may be by email, phone, in person or in writing and to which we provide such access or a Logon. “Client” / “you”: the entity identified in the form above within the Terms or completed online, or with respect to a Third Party Platform, the entity requesting to trade, route, clear or settle orders via such Third Party Platform. "BARX Africa Service": any electronic commerce, messaging or information service provided by or routing to Absa (directly via the Proprietary BARX Services or via a Third Party Platform), whether or not branded BARX Africa (including any trading, algorithmic calculation or trading, routing, clearing, settlement, matching, communications or reconciliation services). “General Agreement” means the General Conditions Applicable to Forward Exchange Contracts between Client and Absa, if any, as amended from time to time. “Help Desk”: means the BARX Africa Client services desk which will provide support to Clients in respect of the BARX Africa Services. “Instruction”: a message given or appearing to be given using a Client Logon and received by us in relation to any BARX Service. “ISDA” means the ISDA Master Agreement between Client and Absa, if any, as amended from time to time. "Logon": any PIN, digital certificate, password, authentication code or other data or device that enables access to a BARX Africa Service. "Losses": liabilities, costs, fines, penalties, judgments, suits, actions, proceedings, damages, claims and expenses (including reasonable legal advisors’ fees). "Market Data" means prices, market data, research, commentary and other information that may be provided from time to time in connection with the BARX Africa Services. "Proprietary BARX Africa Services": Any BARX Africa Service which is wholly owned and controlled by Absa or its Affiliates, excluding any services provided by a third party (e.g. via Reuters or Bloomberg). "Regulator": any regulator, self-regulatory body, exchange, clearing house, alternative trading system, electronic communications network or similar entity to whose rules or regulations we or Client is subject in respect of a BARX Africa Service. "Related Party": any Absa Bank Limited director, officer, employee, agent or licensor of any part of any BARX Africa Service. "Security Administrator": the person(s) appointed by Client to act as an administrative contact. “Third Party Platform”: any trading, algorithmic calculation or trading, routing, clearing, settlement, matching, communications or reconciliation services supplied to Client by a third party platform provider that enables Client to route orders to us (e.g., Bloomberg, Reuters or FXAll.

Absa Capital Securities (Pty) Ltd standard Terms of Business

Absa Capital Securities (Pty) Ltd standard Terms of Business

These terms of business, together with any agreements expressed to be supplemental to these terms of business which you and we may enter into from time to time, (this “Agreement”) set out the terms of our engagement.

1 Information about us

We are a member and authorised user of the JSE. We are regulated by the Rules and the relevant Applicable Laws and Regulations. Our principal place of business is at 15 Alice Lane, Sandown, 2196, Sandton, South Africa.

2 Application of this Agreement

2.1 Commencement and relationship with prior terms of business: This Agreement supersedes any previous terms of business in place between you and us and takes effect from the date on which you signify your acceptance of this Agreement by conducting business with us.

2.2 Relationship with Specified Product Agreements: This Agreement shall apply in addition to, and supplement, any existing or future Product Agreement save to the extent that any terms and conditions entered into under any Product Agreement contemplate and deal with the same subject matter as, and/ or are inconsistent with, or expressly amend any provisions of this Agreement, in which case the terms and conditions of such Product Agreement shall prevail.

3 Appointment and Authority

3.1 You hereby appoint us as your duly authorised and mandated agent to enter into Transactions on your behalf.

3.2 We will only enter into Transactions on your behalf upon actual receipt by us of Instructions from you and/or with prior consent from you as the case may be.

3.3 We will only enter into Transactions on your behalf subject to the provisions of this Agreement and the relevant Applicable Laws and Regulations.

3.4 In respect of Transactions, except where expressly otherwise agreed, we will at all times act as your agent.

3.5 For purposes of the Rules, you will be considered a Non-Controlled client. You are acting as agent on behalf of Disclosed Principals as listed in Appendix 2 to this Agreement.

4 Payments, fees, charges and non-monetary benefits

4.1 Payments and fees: You will be responsible for paying our fees and charges as agreed with you or notified by us from time to time including all applicable taxes. Upon agreement of fees and charges, these will be reduced to writing and set out in an appendix to this Agreement. All sums payable by you in respect of such fees, charges or any Transaction are exclusive of Taxes and shall be made in same day funds in ZAR to the bank account designated by us for purposes of receiving the relevant payments.

4.2 No deductions: You shall make all payments due from you under this Agreement promptly in freely transferable and immediately available funds without deduction (whether in respect of set-off, counterclaim, Taxes or otherwise) unless expressly required by Applicable Laws and Regulations. In such event, you shall pay to us an amount which after deduction shall ensure that the net amount actually received by us will equal the full amount which would have been received by us had no such deduction been required.

4.3 If required by law that any Tax or amounts in respect of Tax be deducted, or any other deductions be made from any amounts payable or paid by you under this Agreement, you shall pay us such additional amounts as may be necessary to ensure that we receive a net amount equal to the full amount we would have received had payment not been subject to Tax or such other deductions.

4.4 Unless agreed in writing, you shall pay all fees and other charges (together with any applicable taxes and levies, if any) imposed by the JSE or any clearing organisation.

4.5 No interest: We will not pay interest to you on any cash in your Accounts unless otherwise agreed with you in writing.

4.6 Interest on amounts due: We may charge you interest on any sums due from you to us, any Affiliate or any third party, as applicable, or on any debit balance on any Account at the overnight rate customarily charged by us. Such interest will accrue on a daily basis and be payable on demand and may be deducted by us from any amount due to you from us, any Affiliate or any third party, as applicable, and from any Account and you expressly authorise us to make any Account entries to reflect the same.

4.7 Debit of Accounts: We may debit your Accounts to pay any amounts due to us, any Affiliate or any third party pursuant to this Agreement or any Transaction notwithstanding that any such debit could result in a debit balance or an increased debit balance on the relevant Account.

4.8 Remuneration and sharing of charges: We may pay, receive or share fees, commissions and/or non-monetary benefits with third parties, including our Affiliates to the extent permitted by Applicable Laws and Regulations. We will provide you with details of the nature and amount of such fees, commissions and/ or non-monetary benefits to the extent required by Applicable Laws and Regulations. Neither we nor any Affiliate will be liable to account to you for any such fees, commissions or other non-monetary benefits.

5 Scope of obligations

5.1 You acknowledge that you have not relied on or been induced to enter into this Agreement by any representation other than those expressly set out in this Agreement.

5.2 In respect of the execution of Transactions in terms of this Agreement, we will not give and will not be deemed to give any Investment Advice to you (or if applicable, to any Disclosed Principal), but will deal with you solely on an “execution only” basis.

5.3 No fiduciary obligations: Nothing in this Agreement shall give rise to any fiduciary or equitable duties on our part or on the part of any of our Affiliates.

5.4 No advice: We will not provide you with any Investment Advice or personal recommendations or advice on the merits of any Transaction. Accordingly, we do not owe you any duty to assess the suitability of any Transaction entered into or contemplated by you. We will not advise you on the legal, regulatory, tax, business, financial, accounting or other consequences of a Transaction. You take all investment decisions in reliance on your own judgment and, where you deem appropriate, on the advice of independent third parties, and not in reliance on us.

5.5 Investment Research: Where we provide you with Investment Research, trading and market commentary or other information:

5.5.1 this is incidental to your dealing relationship with us and is not advice;

5.5.2 we give no representation, warranty or guarantee as to the accuracy or completeness of any such information or as to the legal, regulatory, tax or other consequences of any Transaction;

5.5.3 if it contains a restriction on the person or category of persons for whom the information is intended or to whom it is distributed, you will not pass it on contrary to that restriction; and

5.5.4 prior to despatch, we may have acted upon it ourselves or made use of the information on which it is based. We make no representations as to the time of receipt by you and cannot guarantee that you will receive such information at the same time as any of our other clients, for example, because of delays in the method of transmission. Any published research reports or commentary may appear in one or more screen information services.

6 Order execution

6.1 Limit Orders: Where we have agreed to execute a Limit Order in a security on your behalf, you hereby expressly instruct us and our Affiliates that we shall not be obliged to immediately publish that Limit Order if it cannot be immediately executed under prevailing market conditions. A Limit Order shall be deemed cancelled upon an Instruction from you to cancel and our confirmation of such cancellation. Upon cancellation, we shall confirm whether any part of the Limit Order has been executed.

6.2 Best Execution: We will endeavour to provide you with best execution when executing orders on your behalf where applicable under the Applicable Laws and Regulation.

6.3 Stabilisation: We may effect Transactions that are subject to stabilisation, a price supporting process that may take place for new issues. The effect of stabilisation can be to make the market price of the new issue temporarily higher than it would otherwise be. We shall owe you no duties in respect of legitimate stabilisation activities which we undertake.

7 Electronic Trading Terms

7.1 Permitted Users: You or any person authorised by you may request in person, in writing, per e-mail or per telephone permission to have access to an Electronic Service and to have and/or create a Logon for the Electronic Services.

7.2 We may in our sole discretion grant or refuse the requested permission to access the Electronic Services.

7.3 Logon and Security: You shall ensure the security of the use of Electronic Services by Permitted Users, which shall include that each Permitted User:

7.3.1 chooses her or his own Logon; and

7.3.2 chooses a Logon that someone else could not easily ascertain by you creating and enforcing a “Logon creation policy” with minimum standards relating to length of password, the use of capital letters and the use of letters, numbers and symbols; and

7.3.3 keeps her or his Logon private and confidential; and

7.3.4 promptly informs you (or us, if the Permitted User cannot contact you in time) if the Permitted User suspects that the security or functionality of any Logon or Electronic Service has been compromised.

7.4 If a Permitted User has not informed us as contemplated above, you shall promptly inform us if a Permitted User or you suspect that the security or functionality of any Logon or Electronic Service has been compromised.

7.5 Instructions through Electronic Services: We will (without further enquiry) act or omit to act, as the case may be, on any Instruction given or purported to be given on the Electronic Service using a Logon of a Permitted User and received by us.

7.6 We shall regard all acts and omissions of the Permitted Users for all purposes as your acts and omissions.

7.7 We will implement an Instruction on the terms actually received by us and will not be liable for transmissions on Electronic Services that are inaccurate or not actually received by us.

7.8 Where the Electronic Services permits, we may cancel any Instruction before it is executed, however such a cancellation shall only be effective when we inform you that the relevant Instruction or order is cancelled.

7.9 We may cancel a Transaction executed at a manifestly erroneous price or volume or where the JSE requires such cancellation.

7.10 Transactions through Electronic Services: The price information which is provided on an Electronic Service is only indicative.

7.11 When you enter into a Transaction using an Electronic Service, such Transaction shall only be binding when we send an acknowledgment of the executed Transaction to you. We may send a subsequent definitive confirmation to you in respect of such acknowledged Transaction.

7.12 Liability of and Indemnity from you: You shall be liable for all direct or indirect Losses incurred or suffered by you or any third party resulting from the use or abuse of any Logon of a Permitted User.

7.13 You shall comply with all reasonable instructions given by us to you from time to time relating to any such use or abuse of the Logon of a Permitted User.

7.14 You hereby indemnify and shall hold us and our Affiliates harmless against all Losses arising from the use or abuse of an Electronic Service and any claims by a third party in relation to the use or abuse of an Electronic Service, except to the extent that the relevant Loss is caused by our gross negligence, fraud or wilful misconduct.

7.15 Disclaimer: Save as expressly set out in this section of the Agreement, Electronic Services are provided by us “as is” and neither us nor any Affiliate of ours make any representation or give any warranty or other assurance whatsoever in connection with the Electronic Services, including as to availability, accuracy, completeness, results, functionality, reliability, performance, timelines, non-infringement, suitability, quality, merchantability, fitness for a particular purpose or otherwise and all representations, warranties and assurances (statutory, implied or otherwise) are excluded.

7.16 We shall not be liable to you or, if applicable, any Disclosed Principal or any other third parties in connection with the Electronic Services other than for wilful default, gross negligence and fraud.

7.17 Neither us nor our Affiliates shall be liable for any special, indirect, incidental or consequential Losses which you or a Disclosed Principal or any third party may incur or suffer in connection with this Agreement or the use of Electronic Services in terms of this Agreement, even if we know of the possibility of such Losses.

7.18 If you rely on any data or information provided by us you do so at your own risk and we will not be liable for any Losses resulting from your reliance on any data that we may provide in connection with your use of the Electronic Services.

7.19 Nothing in this section of the Agreement limits or excludes any liability to the extent that such limitation or exclusion is contrary to the provisions of the Applicable Laws and Regulations.

7.20 Market Data: We or any third party data provider may from time to time provide Market Data to you through the Electronic Services or otherwise.

7.21 Neither we or any third party data provider shall be liable for any Losses which you (and/or, if applicable, a Disclosed Principal ) may incur or suffer as a direct or indirect result of:

7.21.1 the Market Data being inaccurate or incomplete in any respect; and/or

7.21.2 any of your acts or omissions which were based on such inaccurate or incomplete Market Data.

7.22 Subject to the Applicable Laws and Regulations, you undertake and warrant that you will:

7.22.1 only use Market Data solely as part of the Electronic Service; and

7.22.2 not redistribute or disclose it to any other person unless as required under the Applicable Laws and Regulations.

7.23 You acknowledge that the Market Data is the intellectual property of either us or a third party provider with whom we have a specific contractual arrangement regarding the Market Data.

7.24 Subject to the Applicable Laws and Regulations, you hereby give us your consent and approval that we:

7.24.1 may collect trade-related data concerning you and/or any Disclosed Principals ; and

7.24.2 anonimise and de-identify the collected trade data and aggregate it with anonimised and de-identified trade data of other users, such that neither you nor any relevant Disclosed Principal or the other users can be readily re-identified; and

7.24.3 owns all the rights and interests in such aggregated trade data.

7.25 You shall pay all agreed fees relating to or in connection with the provision of Market Data, including any applicable Taxes.

7.26 If we receive an enquiry relating to your (or your Permitted User’s) use or abuse of an Electronic Service, you (and/or the relevant Permitted User, as the case may be,) shall, subject to the Applicable Laws and Regulations, promptly provide us and/or the relevant person who made the enquiry with:

7.26.1 the required information; and/or

7.26.2 access to any premises or any systems that may be relevant to or connected with the enquiry; and/or

7.26.3 any other assistance reasonably requested by us or the relevant person.

7.27 Unless otherwise specified by the Applicable Laws and Regulations, any attendance at your premises (or your Permitted User, as the case may be) will be subject to:

7.27.1 reasonable prior notice to you and/or relevant Permitted User; and

7.27.2 reasonable security and confidentiality procedures relating to you and/or your Permitted User.

7.28 If you are acting in a capacity of an investment or asset manager or as an agent for a Disclosed Principal, you acknowledge and confirm that:

7.28.1 you have the authority and the mandate to execute Transactions through the relevant Electronic Service on behalf of the relevant Disclosed Principal; and

7.28.2 each Transaction executed on behalf of a Disclosed Principal will be suitable and/or appropriate for the relevant Disclosed Principal (to the extent that you have a duty under the Applicable Laws and Regulations to ensure this).

7.29 You will give us prior written notice of any Disclosed Principal on whose behalf you will use an Electronic Service.

7.30 You hereby indemnify and will hold us harmless against any claims in respect of Losses allegedly suffered by any Disclosed Principal in respect of Transactions executed or other services rendered through the Electronic Services.

7.31 You (and, if applicable, the relevant Disclosed Principal) will comply with and will co-operate with us in complying, with all Applicable Laws and Regulations when using or accessing any Electronic Service in terms of this Agreement.

8 Communicating with you

8.1 You shall inform us of:

8.1.1 any change to your e-mail address and/or other contact details; and/or

8.1.2 the non-receipt of any confirmation of an executed Transaction; and/or

8.1.3 whether or not a confirmation in respect of an executed Transaction is incorrect before settlement of the relevant Transaction.

8.2 Transaction Reporting: Outside of trade confirmations, we will not be obliged to provide any further transaction reports or statements to you in respect of Transactions. We may however in terms of Applicable Laws and Regulations be obliged to make information about certain Transactions publicly known. You hereby waive any duty of confidentiality in respect of such information which we are obliged to publicly disclose.

8.3 Confirmations: When we execute a Transaction we will issue you with a Contract Note. We may provide this Contract Note in electronic form or make it available by Electronic Means, in which case it will have the same effect as if provided to you in written hard copy. All Contract Notes will, in the absence of manifest error, be binding on you unless a) we receive a detailed objection from you in writing within one Business Day of a Contract Note taking effect in accordance with clause 25 (Notices) of Part 1. Any such objection must be sent to the contact details specified on the Contract Note. Or b) we notify you of an error in the Contract Note in which event we will issue a revised Contract Note.

9 Material interests and conflicts

From time to time, we or one of our Affiliates may have, directly or indirectly, a material interest or relationship with a third party which may pose a conflict of interest or potential conflict of interest with you or any Transaction. We have policies and procedures in place to actively identify and manage actual and potential conflicts of interest and a copy of our conflicts policy is available on request. Where we are unable to manage a conflict of interest, we will disclose that conflict of interest to you prior to providing the relevant service. No conflict of interest or potential conflict of interest shall prevent us or any of our Affiliates from carrying out any Transaction or transaction with a third party. We will not be liable to account to you for any benefit made or received by us or any of our Affiliates in those circumstances.

10 Risk

10.1 In deciding to use our services, in giving us any Instruction or in entering into any Transaction, you will have already assessed, either independently or using such third party advisors as you may deem appropriate, the risks involved which may include, without limitation, any of, or any combination of, the following: credit risk; market risk; liquidity risk; interest rate risk; business, operational and insolvency risk; trading; contingent liability risk; taxation risk; and regulatory and legal risk.

11 FICA, Anti-money laundering and Sanctions Screening

11.1 You acknowledge that, being part of a global financial institution, we comply with and will in future comply with international and local anti-money laundering, counter terrorist financing, financial sanctions, prohibited business activity and anti-bribery laws, regulations, policies and requirements.

11.2 We may initially screen, verify and process all your (and any Disclosed Principal’s) information and related information and thereafter monitor all information, Instructions and Transactions you enter into and on behalf of the Disclosed Principals on a continuous basis in accordance with our internal compliance policies.

11.3 The monitoring of the information, the Instructions and the Transactions may result in the prohibition, limitation, delay in the execution of Instructions or orders or the Transactions and even in the declining of any Instruction or order or refusing to enter into a Transaction or the terminating of the business relationship with you and/or the relevant Disclosed Principal.

11.4 To the extent permitted, we will advise you of any action we intend to take in terms of the above provisions.

11.5 You acknowledge and confirm that neither we nor any Affiliate shall be liable for any direct, indirect or consequential Losses or other costs or expenses whatsoever that may be suffered or incurred by you or by a Disclosed Principal as a result of, arising from or relating to any such prohibition, limitation, delay, decline or termination due to the implementation of the above provisions.

11.6 You also acknowledge that we are required to comply with the relevant provisions of FICA concerning client identification and money laundering. You represent and warrant to us that:

11.6.1 in respect of each Disclosed Principal, you have verified the identity of the relevant Disclosed Principal in accordance with the provisions and requirements of Section 21 of the Financial Intelligence Centre Act, 38 of 2001, as amended; and

11.6.2 each Disclosed Principal, is not a sanctioned entity, does not operate on or from a sanctioned jurisdiction, does not have any affiliation with a Sanctioned Entity or a Sanctioned Jurisdiction and is not a US Person (each as defined and contemplated in the Agreement).

11.7 You will be required to compile certain information relating to your identification as well as each Disclosed Principal and if you and/or the relevant Disclosed Principal do not provide us with satisfactory evidence of identity of the relevant party or person where required within a reasonable time period, we may refuse to deal with you and may forthwith cancel this Agreement and/or any Transaction entered into under this Agreement.

12 Confidentiality and data protection

12.1 Confidentiality: Subject to any express arrangements between you and us, we will treat as confidential all information we receive from you about you, your Transactions and your Accounts (“Confidential Information”). This obligation of confidentiality will survive the termination of this Agreement. However, you agree that we may disclose your Confidential Information to our Affiliates and that we and our Affiliates may disclose your Confidential Information to a third party in the following circumstances:

12.1.1 to those who provide services to us or act as our agents in connection with the services we provide under this Agreement on the understanding that they will have a commensurate obligation to keep the Confidential Information confidential;

12.1.2 to anyone to whom we may transfer or assign any of our rights or obligations under or in respect of, or enter into a transaction in connection with this Agreement on the understanding that they will have a commensurate obligation to keep the Confidential Information confidential;

12.1.3 to any regulator or governmental agency or where we are required to do so by Applicable Laws and Regulations or by court order; or

12.1.4 with your prior consent.

In the case of a joint account, we may also disclose to any of you information obtained by us from any of you in relation to the Account or your Transactions. Any information which either (i) was already in our possession prior to delivery by you, (ii) was or becomes available in the public domain other than as a result of disclosure by us, (iii) becomes available to us from a third party who we do not know may be under an obligation of confidentiality to you, or (iv) was or is independently developed by us, shall not be “Confidential Information” for the purposes of this clause 12.1 of Part 1.

12.2 Telephone recording: We may monitor and record all telephone calls without further prior warning or notification. You agree to give any necessary notice to your Personnel that such recording takes place. Such records will be our sole property and will be conclusive evidence of any Instructions given.

13 Indemnity

You shall pay to us such sums as we may from time to time require in or towards satisfaction of any debit balance on any of your Accounts and shall indemnify and hold harmless us, our Affiliates and our and their Personnel, on a full indemnity basis, from and against any Losses which we may suffer or incur in connection with executing any Transaction or otherwise acting on your Instructions or with respect to any of your Accounts or as a result of any misrepresentation by you or any breach by you of your obligations under this Agreement (including any Transaction) or by the enforcement of our rights, except where such Losses arise directly as a result of our negligence, fraud or wilful default.

14 Limitation of liability

14.1 Neither we nor our Affiliates nor our or their Personnel shall be liable for any Losses, howsoever arising, incurred or suffered by you under this Agreement (including any Transaction or where we have declined to enter into a proposed Transaction) unless such Losses arise directly from our or their respective negligence, wilful default or fraud.

14.2 In no circumstances shall we, our Affiliates or any of our or their Personnel have liability for Losses suffered by you or any third party for any (i) indirect, special or consequential damage, (ii) loss of profits, (iii) loss of goodwill or (iv) loss of business opportunity arising under or in connection with this Agreement, regardless of whether the possibility of such losses or damage was disclosed to, or could have reasonably been foreseen by us or any of our Affiliates or any of our or their Personnel. In relation to (ii), (iii) and (iv), we are not liable regardless of whether such heads of loss are direct or indirect losses. Neither we nor any of our Affiliates shall be liable to you for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation (i) any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, act of God, acts and regulations of any governmental or supra-national bodies or authorities or (ii) the failure by any relevant intermediate broker or agent, custodian, sub-custodian, dealer, market, clearing house or regulatory or self-regulatory organisation, for any reason, to perform its obligations, save where any of the foregoing is directly due to our or their respective negligence, fraud or wilful default.

14.3 You will be responsible for all orders entered on your behalf via the Electronic Services and you will be fully liable to us for the settlement of any resulting Transaction.

15 Time is of the essence

Time is of the essence in respect of all your obligations under this Agreement (including any Transaction).

16 Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter of this Agreement at the effective date of this Agreement to the exclusion of any terms implied by law which may be excluded by contract. So far as permitted by Applicable Laws and Regulations and except in the case of fraud, you agree and acknowledge that your only rights and remedies in relation to any representation, warranty or undertaking made or given in connection with this Agreement shall be for breach of the terms of this Agreement, to the exclusion of all other rights and remedies (including those arising in tort or arising under statute).

17 Applicable Laws and Regulations

Without prejudice to clause 16 of Part 1 (Entire Agreement), if there is any conflict between this Agreement, any Product Agreement and any Applicable Laws and Regulations, we shall be entitled to comply with such Applicable Laws and Regulations rather than this Agreement or the relevant Product Agreement. We may take or omit to take any action we see fit in order to ensure compliance with any such Applicable Laws and Regulations and neither us, our Affiliates or our or their respective Personnel shall be liable as a result of any action or omission taken in good faith by them and acting on your behalf to comply with such Applicable Laws and Regulations.

18 Market action

18.1 If any Regulator takes any action which affects a Transaction, we shall be entitled to take any steps which we consider necessary or reasonably desirable in order to correspond with such action or mitigate any loss (to us or our Affiliates) incurred as a result of such action. Any such steps we take shall be binding on you and shall not give rise to any liability for us, our Affiliates or our respective Personnel.

18.2 If any Regulator makes any enquiry of us in respect of the services we provide to you under this Agreement, including (without limitation) in connection with a Transaction, you shall fully co-operate with us in responding to such enquiry and promptly supply such information as we may reasonably require or as required by such Regulator with respect to such enquiry.

19 No Waiver

A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

20 Assignment

20.1 We may assign our rights under this Agreement, without your prior consent, to any Affiliate or to a successor pursuant to a merger, consolidation or sale of all or substantially all of our stock or assets or all or a substantial portion of the business to which this Agreement relates.

20.2 You may not assign your rights under this Agreement without our prior written consent.

21 Termination

21.1 Either party may terminate this Agreement on 2 Business Days’ prior written notice to the other party. Such notices of termination shall be delivered in accordance with clause 25 of Part 1 (Notices).

21.2 Upon termination of this Agreement, no penalty will become payable by either of us but all amounts due and payable by you to us will become immediately due and payable including but not limited to:

21.2.1 any outstanding or accrued fees, charges, commissions and market fees;

21.2.2 any expenses incurred by us in connection with such termination;

21.2.3 any Losses and expenses realised or incurred by us in closing out any Transactions or matching transactions we may have entered into or in settling or concluding outstanding obligations incurred by us on your behalf; and

21.2.4 any amounts paid by us in respect of investments or commodities held on your behalf.

21.3 Termination of this Agreement either pursuant to this clause 21 of Part 1 or pursuant to clause 6 of Part 2 (Rights upon an Event of Default) shall not affect accrued rights or obligations of the parties or any provision of this Agreement intended to survive termination including without limitation: Confidentiality; Indemnity; Limitation of Liability; Assignment, Representations and Warranties; Set-off and any settlement obligations

22 Amendment

We may amend the terms of this Agreement by not less than 10 days’ prior written notice to you or immediately if a change is required to comply with Applicable Laws and Regulations.

23 Governing law

23.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement are governed by, and shall be construed in accordance with, the laws of the Republic of South Africa.

23.2 For our benefit, you irrevocably submit to the exclusive jurisdiction of the South Gauteng High Court, which shall have jurisdiction to settle any disputes which may arise out of or in connection with the validity, effect, interpretation or performance of this Agreement or any non-contractual obligations arising out of or in connection with this Agreement, and waive any objection to proceedings in any such court on the grounds of inconvenient forum.

24 Partial invalidity

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired.

25 Notices

25.1 Communications may be made by whatever means unless this Agreement or Applicable Laws and Regulations require otherwise.

25.2 We may send any written Communication to you by hand or Electronic Means. In each case, Communications shall be made in accordance with the communication details last notified to us, and which you shall be responsible for keeping current. Any such written Communication shall be deemed received by you, whether actually received by you or not, if we can demonstrate that the correct communication details were affixed.

25.3 Unless otherwise notified to you from time to time and save as otherwise provided in this Agreement, in particular, clause 8.3 of Part 1 (Confirmations), all written Communications from you to us shall be sent to the following address or facsimile number, as applicable: Address: Absa Capital Securities Proprietary Limited 15 Alice Lane Sandton Facsimile: 011 895 7847 Attention of: Managing Principal – Absa CIB Legal

26 Intellectual property rights

You acknowledge that all intellectual property rights belong to us or our licensors and are protected under Applicable Laws and Regulations. All rights not expressly granted are reserved.

27 Counterparts

27.1 This Agreement:

27.1.1 may be executed in separate counterparts, none of which need contain the signatures of both of the parties, each of which shall be deemed to be an original and all of which taken together constitute one agreement; and

27.1.2 Shall be valid and binding upon the parties thereto, notwithstanding that one or more of the parties may sign a facsimile or electronically scanned copy thereof and whether or not such facsimile or electronically scanned copy contains the signature of any other party.

Part 2

1 Scope

This Part 2 applies to all services provided by us to you and all Transactions executed in terms of this Agreement.

2 Instructions

2.1 Our Capacity: We may, at our discretion, accept any Instruction or enter into any Transaction with you acting as principal or agent.

2.2 Your Authority: We assume all Instructions are complete and accurate and that the individuals providing them on your behalf have the necessary authority. We shall not be liable to you or, where you are acting as Agent, to the Principal, if we accept and act upon Instructions from individuals who do not have the necessary authority or for Instructions whose contents are incomplete and or inaccurate. It is your responsibility to ensure that Transactions are authorised or carried out by individuals who have been properly authorised by you.

2.3 Method of giving Instructions: Instructions may be given in writing, by telephone or by Electronic Means agreed by us from time to time and shall not take effect unless actually received by us. If you give Instructions by telephone or by agreed Electronic Means, we may ask you to confirm such Instructions in writing.

2.4 We shall be authorised to follow Instructions notwithstanding your failure to confirm them in writing. You acknowledge and accept that any Instructions sent by agreed Electronic Means may not be secure, reliable or timely and acknowledge that Instructions sent by you through the Electronic Service or other agreed electronic messaging system may be intercepted, copied or imitated by third parties and that we shall not be liable for any Losses directly or indirectly incurred or suffered by you (or if applicable any Disclosed Principal represented by you) as a result of such interception, copying, adaptation or imitation.

2.5 Right to refuse Instructions: We reserve the right to refuse or decline to act on Instructions provided by you or to enter into any Transaction with you or on your behalf. If we decline to carry out any Instructions or enter into a Transaction, then we will, subject to Applicable Laws and Regulations, notify you as soon as reasonably practicable but shall have no liability for any Losses that may be incurred by you (or any Disclosed Principal) by reason of any omission to do so. We shall also not be obliged to give a reason for our refusal to act on an Instruction.

2.6 If you request us to cancel an Instruction or withdraw an order before its execution or expiry, subject to Applicable Laws and Regulations the Instruction and/or order remains valid and binding until you actually receive a confirmation of cancellation or withdrawal of that Instruction and/or order from us.

2.7 Changes in the market: We will not be responsible for any delay or change in market conditions between the time that we receive your Instructions and the time of execution of any resulting Transaction, unless due to our negligence, fraud or wilful default.

2.8 Information provided by you: You agree to provide us with all information required or necessary to provide you with our services or required by us under Applicable Laws Regulations. You are deemed to represent and warrant at the time of giving us any such information that the information is true, complete and accurate and we are entitled to rely on this without further enquiry.

2.9 Short Selling: if you give us an Instruction to sell a security of which you are not the owner you confirm that you are aware of and ensure compliance with the relevant short selling rules under the Applicable Laws and Regulations, including those of the JSE where the sale will take place. You confirm that you will adequately inform us of the nature of the sale and whether you have entered into a securities lending arrangement to cover any short sales. We shall have the right to terminate a Transaction in circumstances where you have failed to deliver any Securities required for settlement in respect of short sales.

2.10 Compliance with Applicable Laws and Regulations: Instructions may be subject to restrictions and trading limits under Applicable Laws and Regulations including those of the JSE. You are responsible for ensuring that your Instructions comply with such Applicable Laws and Regulations and will only submit Instructions that do so comply. Where any Instruction does not comply with such Applicable Laws and Regulations and is rejected, neither we nor any of our Affiliates nor our or their Personnel shall be liable to you for any Loss you may incur as a result. Any corporate actions relating to Securities which are the subject of a Transaction shall be processed in accordance with standard market practice and the Applicable Laws and Regulations.

2.11 We may establish cut-off times for the giving of Instructions which may be earlier than or different from the cut-off times established by the JSE and/or any clearing house involved in any Transaction, and you shall have no claim against us for any direct or indirect Losses incurred or suffered by you arising out of the fact that an Instruction was not given or an order was not placed by you ahead of our cut-off time.

2.12 We may in our absolute discretion set limits and/or parameters to your ability to give Instructions or place orders in terms of this Agreement, including:

2.12.1 limits in respect of minimum or maximum amounts per Instruction or order and minimum or maximum size per Instruction or order;

2.12.2 limits of our total exposure to you (or, if applicable, to a specified Disclosed Principal);

2.12.3 limits in respect of prices at which Instructions may be given or orders may be submitted (including limits in respect of Instructions or orders which are at a price which differs greatly from the market price at the time the relevant Instruction or order is given or submitted to the order book);

2.12.4 limits in respect of the use of the Electronic Services (to include any verification procedures intended to ensure that any particular Instruction or order has been given or placed by you); and/or

2.12.5 limits, parameters or controls which we may be required to implement in accordance with Applicable Laws and Regulations.

2.13 We may, in our absolute discretion, but on notice to you, set limits as to the number and/or size of open positions which you may have with us at any time. We may, in our absolute discretion, Close Out any one or more Transactions or positions or refuse to execute any Transactions, in order to ensure that such position limits are maintained.

2.14 We may in our absolute discretion:

2.14.1 amend, increase, decrease, remove or add to the limits set out above, provided that we give you notice thereof; and

2.14.2 on 30 (thirty) days’ written notice change any brokerage or other fees to be paid by you and/or funding rates previously provided to you.

2.15 We may arrange for a Transaction to be executed either in whole or in part by selling an investment to you from another client or a client of an Associate of ours or vice versa. We will notify you if and when we execute a Transaction in this manner. You acknowledge that and consent to us entering into Transactions in the manner referred to in this clause either as principal or as agent acting on behalf of another client or Associate.

3 Settlement and ownership

3.1 Payments: You shall make all payments due in respect of any Transaction in a timely manner on or before the contractual settlement date in accordance with the provisions of clause 4 of Part 1 (Payments, fees, charges and non-monetary benefits).

3.2 You undertake to settle each Transaction executed in terms of this Agreement in accordance with the Rules. We accept no liability for any Transaction which is executed in terms of this Agreement, which is not settled in accordance with the Rules.

4 Condition Precedent

Our obligations under this Agreement are subject to the condition precedent that no Event of Default or Potential Event of Default has occurred and is continuing.

5 Representations and Warranties

5.1 You represent and warrant to us on your own behalf and, where acting as Agent, on behalf of the relevant Principal, as at the effective date this Agreement and as of the date of each Transaction that:

5.1.1 you are duly organised and validly existing under the laws of the jurisdiction of your organisation or incorporation and, if relevant under such law, in good standing;

5.1.2 you have full capacity to enter into this Agreement and all Transactions and have taken and will take all necessary corporate and other action to authorise you to enter into and perform your obligations under this Agreement and under all Transactions;

5.1.3 you have obtained and will maintain all necessary authority, powers, consents, licences and authorisations and have taken all necessary action to lawfully enter into, and meet any obligations incurred in connection with this Agreement and each Transaction;

5.1.4 by entering into and performing the Transactions you will not violate any Applicable Laws and Regulations;

5.1.5 this Agreement and each Transaction are your valid and binding obligations enforceable against you in accordance with their terms, subject only to rules of bankruptcy and other Applicable Laws and Regulations of mandatory application and applicable principles of equity;

5.1.6 no Event of Default or Potential Event of Default has occurred and is continuing;

5.1.7 any information which you provide or have provided to us in respect of your financial position, domicile or other matters is accurate and not misleading in any material respect;

5.1.8 you are not a U.S Person;

5.1.9 you are not a Sanctioned Entity;

5.1.10 each Transaction is not a Sanctioned Transaction;

5.1.11 you are not contravening any of the Applicable Anti-Bribery Laws;

5.1.12 you are not contravening any of the Applicable Anti- Money Laundering and Sanctions Laws;

5.1.13 you are compliant with all the relevant Applicable Laws and Regulations;

5.1.14 your CSDP holds or will be holding Securities in uncertificated form to be sold in terms of this Agreement; and

5.1.15 at the time of transfer by you of any Investments under any Transaction, other than as contemplated herein, you will have a full and unqualified right to make such transfer and upon such transfer the transferee will receive all right, title and interest in and to those Investments free from any adverse interest;

6 Rights upon an Event of Default

6.1 On the occurrence of any of the events specified in clause 8.1 of Part 2 (Events of Default) and without being responsible for any Losses occasioned by such action, we may in our absolute discretion, without prior notice to you, take any and all actions that we consider to be necessary or desirable in the circumstances, including without limitation:

6.1.1 immediately cancelling any unsettled Transactions, any Transactions that are in progress at the date of termination or any matching transactions;

6.1.2 immediately terminating this Agreement;

6.1.3 selling, realising or disposing of any Investments ;

6.1.4 applying any such property or the net proceeds of any such sale, realisation or disposal of such property, after deducting all expenses, in and towards the discharge of the Liabilities;

6.1.5 Closing Out any outstanding Transaction, or taking any such other action in relation to such Transaction including but not limited to replacing or reversing a Transaction, buying, selling, borrowing, lending or entering into any other transaction, for the purpose of covering, reducing or preventing any Loss or exposure of ours under or in respect of any such Transaction; and

7 In addition to any of our other rights, we shall have a general lien on all Investments held by us or any of our nominees on your behalf until the full and final satisfaction of all Liabilities.

8 Events of default

8.1 Each of the following shall constitute an Event of Default:

8.1.1 you fail to make any payment when due or to make or take delivery of any property when due, or to observe or perform any other provision of this Agreement or any other terms relating to a Transaction and such failure continues for one Business Day after we give you notice of the occurrence of such an event;

8.1.2 if any representation or undertaking made or given or deemed to have been made or given by you or any Credit Support Provider in respect of this Agreement or any Transaction or any Credit Support Document is breached or proves to have been false or misleading in any material respect as at the time made or given or deemed to have been made or given;

8.1.3 if you or any Credit Support Provider disclaims, repudiates or rejects, or challenges, in whole or in part, the validity of, this Agreement, any Transaction or any Credit Support Document or evidences an intention to do so;

8.1.4 you or any Credit Support Provider becomes subject to an Insolvency Event;

8.1.5 if you default on any obligation to repay indebtedness to any lender or Credit Support Provider;

8.1.6 there is a material adverse change in your financial condition or net asset value, you fail to pay debts generally as they become due, you have committed a material breach of Applicable Laws and Regulations or some other event has occurred which we consider may have a material adverse effect upon your ability to perform any of your obligations under this Agreement or under any Transaction;

8.1.7 if for any reason (whether or not related to the foregoing) we consider it reasonably necessary or desirable to exercise the rights conferred by clause 6 of Part 2 (Rights upon an Event of Default); and

8.1.8 a default, event of default or other similar condition or event (howsoever described) occurs in relation to you under any Product Agreement.

9 General right of set-off

Without prejudice to any other rights to which we may be entitled (including any general or banker’s lien) we shall be entitled at any time and without notice to you or any other person to set off any payment or delivery obligation owed by you to us against any obligation owed by us to you, including set-off of any credit balance (or any part thereof in such amounts or such number of Securities, as the case may be, as the we in our sole discretion may elect) in any account (whether such account is subject to notice or not and whether matured or not) which you may hold with us and any other monies payable or Securities deliverable by us to you.

10 Agency

10.1 Where we have agreed in accordance with clause 3.5 of Part 1 (Your capacity and status), that for the purposes of this Agreement or any Transaction you will be acting as Agent, you represent, warrant and undertake that:

10.1.1 you have full legal and documented authority to engage with us in all business you carry on with us on behalf of the Principal pursuant to this Agreement and to use the resources of the Principal to meet any of its obligations under this Agreement and any Transactions and shall bear full responsibility for compliance by the Principal with the terms of this Agreement and the performance of its obligations hereunder as if you were the primary obligor;

10.1.2 the Principal can make the representations and warranties set out in clause 5 of Part 2 (Representations and Warranties) as if it were a party to this Agreement;

10.1.3 in entering into any Transaction on behalf of the Principal, you have no reason to believe that the Principal would not be able to perform any settlement obligations thereunder;

10.1.4 in entering into any Transaction on behalf of the Principal, you have no reason to believe that the Principal is restricted or prohibited from engaging in such Transaction or performing its obligations thereunder under any Applicable Law or Regulation;

10.1.5 you have complied with your obligations under Applicable Laws and Regulations in relation to the suitability and/ or appropriateness of any Transaction for the Principal and (where not acting in the exercise of your discretion) have determined the capability of the Principal to evaluate the risks associated with any Transaction or service and provided the Principal with all necessary information to enable it to make such evaluation;

10.1.6 notwithstanding any provision of this Agreement to the contrary, you agree that we may settle directly with the Principal and shall be entitled to take any action to effect the same;

10.1.7 you shall provide to us such information regarding the Principal as we require to fulfil our obligations under any Applicable Laws and Regulations; and

10.1.8 you shall immediately notify us if you cease to act for any Principal or if the basis upon which you act changes in any way that would affect this Agreement or any Transaction made hereunder.

10.2 Notwithstanding that you may act as Agent, you undertake as principal to indemnify us in respect of any Losses incurred by us in relation to any Transaction effected by you as agent on behalf, or purportedly on behalf, of any Principal.

10.3 You undertake that, in relation to any Transaction effected by you as agent on behalf, or purportedly on behalf, of any Principal, whenever such Principal fails to meet its obligations under such Transaction, you shall immediately assume those obligations as if you were Principal.

Africa Standard Terms of Business

Africa Standard Terms of Business

These terms of business, together with any agreements expressed to be supplemental to these terms of business which you and we may enter into from time to time, (this “Agreement”) set out the terms of our engagement. This Agreement comprises two parts: Part 1 sets out information about us, the regulatory framework in which we operate and the general nature of our relationship with you; Part 2 sets out the terms and conditions upon which we provide our services to you. Part 1 and Part 2 are to be taken together as a single agreement.

Part 1

1. Information about us

We are a bank, governed and regulated by the Banks Act 94 of 1990. We are also regulated under the relevant Applicable Laws and Regulations. Our principal place of business is at 15 Alice Lane, Sandown, 2196, Sandton, Republic of South Africa.

2. Application of this Agreement

2.1 Relationship with Specified Product Agreements: This Agreement shall apply in addition to, and supplement, any existing or future Product Agreement save to the extent that any terms and conditions entered into under any Product Agreement contemplate and deal with the same subject matter as, and/ or are inconsistent with, or expressly amend any provisions of this Agreement, in which case the terms and conditions of such Product Agreement shall prevail.

3. Appointment and Authority

3.1 You hereby appoint us as your duly authorised and mandated agent to enter into Transactions on your behalf in the Specified Jurisdiction.

3.2 We will only enter into Transactions on your behalf upon actual receipt by us of Instructions from you and/or with prior consent from you as the case may be.

3.3 We will only enter into Transactions on your behalf subject to the provisions of this Agreement and the relevant Applicable Laws and Regulations.

3.4 In respect of Transactions, except where expressly otherwise agreed, we will at all times act as your agent.

3.5 You will be considered a Non-Controlled client in that you will appoint your own custodian within the relevant Specified Jurisdiction.

4. Payments, fees, charges and non-monetary benefits

4.1 Payments and fees: You will be responsible for paying all fees and charges related to the Transactions as agreed with you or notified by us from time to time including all applicable taxes. For the time being, fees and charges to be paid by you shall be at the rate and in the manner set forth in Appendix 2 as may be amended by us and notified to you from time to time. All sums payable by you in respect of such fees and for Transactions concluded are exclusive of Taxes and shall be made in same day funds in the relevant jurisdictional currency and settled through your Settlement Agent.

4.2 No deductions: You shall make all payments due from you under this Agreement promptly in freely transferable and immediately available funds without deduction (whether in respect of set-off, counterclaim, Taxes or otherwise) unless expressly required by Applicable Laws and Regulations. In such event, you shall pay to us an amount which after deduction shall ensure that the net amount actually received by us will equal the full amount which would have been received by us had no such deduction been required.

4.3 If required under Applicable Laws and Regulations that any Tax or amounts in respect of Tax be deducted, or any other deductions be made from any amounts payable or paid by you under this Agreement, you shall pay us such additional amounts as may be necessary to ensure that we receive a net amount equal to the full amount we would have received had payment not been subject to Tax or such other deductions.

4.4 No interest: We will not pay interest to you on any cash in your Accounts unless otherwise agreed with you in writing.

4.5 Interest on amounts due: We may charge you interest on any sums due from you to us, or on any debit balance on any Account at the overnight rate customarily charged by us. Such interest will accrue on a daily basis and be payable on demand and may be deducted by us from any amount due to you from us.

4.6 Remuneration and sharing of charges: We may pay, receive or share fees, commissions and/or non-monetary benefits with third parties including Service Providers, to the extent permitted by Applicable Laws and Regulations. We will provide you with details of the nature and amount of such fees, commissions and/ or non-monetary benefits to the extent required by Applicable Laws and Regulations. We will not be liable to account to you for any such fees, commissions or other non-monetary benefits.

5. Scope of obligations

5.1 You acknowledge that you have not relied on or been induced to enter into this Agreement by any representation other than those expressly set out in this Agreement.

5.2 In respect of the execution of Transactions in terms of this Agreement, we will not give and will not be deemed to give any investment advice to you, but will deal with you solely as your agent .

5.3 No fiduciary obligations: Nothing in this Agreement shall give rise to any fiduciary or equitable duties on our part .

5.4 No advice: We will not provide you with any investment advice or personal recommendations or advice as to the merits of any Transaction. Accordingly, we do not owe you any duty to assess the suitability of any Transaction entered into or contemplated by you. We will not advise you on the legal, regulatory, tax, business, financial, accounting or other consequences of a Transaction. You take all investment decisions in reliance on your own judgment and, where you deem appropriate, on the advice of independent third parties, and not in reliance on us.

5.5 Investment Research: Where we provide you with Investment Research, trading and market commentary or other information:

5.5.1 this is incidental to our principal and agent relationship with us and is not advice;

5.5.2 we give no representation, warranty or guarantee as to the accuracy or completeness of any such information or as to the legal, regulatory, tax or other consequences of any Transaction;

5.5.3 if it contains a restriction on the person or category of persons for whom the information is intended or to whom it is distributed, you will not pass it on contrary to that restriction; and

5.5.4 prior to despatch, we may have acted upon it ourselves or made use of the information on which it is based. We make no representations as to the time of receipt by you and cannot guarantee that you will receive such information at the same time as any of our other clients, for example, because of delays in the method of transmission. Any published research reports or commentary may appear in one or more screen information services.

6. Communicating with you

6.1 You shall inform us of:

6.1.1 any change to your e-mail address and/or other contact details; and/or

6.1.2 the non-receipt of any confirmation of an executed Transaction; and/or

6.1.3 whether or not a confirmation in respect of an executed Transaction is incorrect before settlement of the relevant Transaction.

6.2 Transaction Reporting: Outside of trade confirmations, we will not be obliged to provide any further transaction reports or statements to you in respect of Transactions. We may however in terms of Applicable Laws and Regulations be obliged to make information about certain Transactions publicly known. You hereby waive any duty of confidentiality in respect of such information which we are obliged to publicly disclose.

6.3 Confirmations: You will be issued with a Contract Note in respect of each Transaction. The Contract Note may be provided in electronic form or made available by Electronic Means, in which case it will have the same effect as if provided to you in written hard copy. Transactions in the Republic of South Africa will be executed by Absa Capital Securities and the relevant Contract Note for such Transactions will be issued by Absa Capital Securities in accordance with Applicable Laws and Regulations in South Africa. For Transactions executed outside of the Republic of South Africa, the relevant Service Provider shall provide a Contract Note to you appointed Settlement Agent. All Contract Notes will, in the absence of manifest error, be binding on you unless a) we receive a detailed objection from you in writing within one Business Day of a Contract Note taking effect in accordance with clause 22 (Notices) of Part 1. Any such objection must be sent to the contact details specified on the Contract Note. Or b) we notify you of an error in the Contract Note in which event we will issue a revised Contract Note. You acknowledge that a Contract Note may in the first instance originate from a Service Provider.

7. Material interests and conflicts

From time to time, we or one of our Affiliates may have, directly or indirectly, a material interest or relationship with a third party which may pose a conflict of interest or potential conflict of interest with you or any Transaction. We have policies and procedures in place to actively identify and manage actual and potential conflicts of interest and a copy of our conflicts policy is available on request. Where we are unable to manage a conflict of interest, we will disclose that conflict of interest to you prior to providing the relevant service. No conflict of interest or potential conflict of interest shall prevent us or any of our Affiliates from carrying out any Transaction or transaction with a third party. We will not be liable to account to you for any benefit made or received by us or any of our Affiliates in those circumstances.

8. Risk

8.1 In deciding to use our services, in giving us any Instruction or in entering into any Transaction, you will have already assessed, either independently or using such third party advisors as you may deem appropriate, the risks involved which may include, without limitation, any of, or any combination of, the following: credit risk, market risk ,country risk, political risk, liquidity risk, interest rate risk, business, operational risk, trading, contingent liability risk, taxation risk, regulatory and legal risk.

9. FICA, Anti-money laundering and Sanctions Screening

9.1 You acknowledge that, being part of a global financial institution, we comply with and will in future comply with international and local anti-money laundering, counter terrorist financing, financial sanctions, prohibited business activity and anti-bribery laws, regulations, policies and requirements.

9.2 We may initially screen, verify and process all your information and related information and thereafter monitor all information, Instructions and Transactions you enter into on a continuous basis in accordance with our internal compliance policies.

9.3 The monitoring of the information, the Instructions and the Transactions may result in the prohibition, limitation, delay in the execution of Instructions or orders or the Transactions and even in the declining of any Instruction or order or refusing to enter into a Transaction or the terminating of the business relationship with you.

9.4 In the event that a Transaction is delayed or an Instruction declined as a result of the aforementioned monitoring, to the extent permitted in law, we will advise you of any action we intend to take in terms of the above provisions.

9.5 You acknowledge and confirm that neither we nor any Affiliate shall be liable for any direct, indirect or consequential Losses or other costs or expenses whatsoever that may be suffered or incurred by you as a result of, arising from or relating to any such prohibition, limitation, delay, decline or termination due to the implementation of the above provisions, unless such Losses were caused by our negligence, fraud or wilful misconduct.

9.6 You also acknowledge that we are required to comply with the relevant provisions of FICA concerning client identification and money laundering. You represent and warrant to us that where you act as agent:

9.6.1 in respect of each entity you represent, you have verified the identity of the relevant entity in accordance with the provisions and requirements of Section 21 of the Financial Intelligence Centre Act, 38 of 2001, as amended; and

9.6.2 each entity you represent , is not a sanctioned entity, does not operate on or from a sanctioned jurisdiction, does not have any affiliation with a Sanctioned Entity or a Sanctioned Jurisdiction and is not a US Person (each as defined and contemplated in the Agreement).

9.7 You will be required to compile certain information relating to your identification as well as each entity you represent l and if you and/or the relevant entity do not provide us with satisfactory evidence of identity of the relevant party or person where required within a reasonable time period, we may refuse to deal with you and may forthwith cancel this Agreement and/or any Transaction entered into under this Agreement.

10. Confidentiality and data protection

10.1 Confidentiality: Subject to any express arrangements between you and us, we will treat as confidential all information we receive from you about you, your Transactions and your Accounts (“Confidential Information”). This obligation of confidentiality will survive the termination of this Agreement. However, you agree that we may disclose your Confidential Information to our Affiliates and that we and our Affiliates may disclose your Confidential Information to a third party in the following circumstances:

10.1.1 to those who provide services to us or act as our agents in connection with the services we provide under this Agreement on the understanding that they will have a commensurate obligation to keep the Confidential Information confidential;

10.1.2 to anyone to whom we may transfer or assign any of our rights or obligations under or in respect of, or enter into a transaction in connection with this Agreement on the understanding that they will have a commensurate obligation to keep the Confidential Information confidential;

10.1.3 to any regulator or governmental agency or where we are required to do so by Applicable Laws and Regulations or by court order; or

10.1.4 with your prior consent.

10.2 In the case of a joint account, we may also disclose to any of you information obtained by us from any of you in relation to the Account or your Transactions.

10.3 Any information which either (i) was already in our possession prior to delivery by you, (ii) was or becomes available in the public domain other than as a result of disclosure by us, (iii) becomes available to us from a third party who we do not know may be under an obligation of confidentiality to you, or (iv) was or is independently developed by us, shall not be “Confidential Information” for the purposes of this clause 10 of Part 1.

10.4 Telephone recording: We may monitor and record all telephone calls without further prior warning or notification. You agree to give any necessary notice to your Personnel that such recording takes place. Such records will be our sole property and will be conclusive evidence of any Instructions given.

11. Limitation of liability

11.1 Neither we nor our Affiliates nor our or their Personnel shall be liable for any Losses, howsoever arising, incurred or suffered by you under this Agreement (including any Transaction or where we have declined to enter into a proposed Transaction) unless such Losses arise directly from our or their respective negligence, wilful default or fraud.

11.2 In no circumstances shall we, our Affiliates or any of our or their Personnel have liability for Losses suffered by you or any third party for any (i) indirect, special or consequential damage, (ii) loss of profits, (iii) loss of goodwill or (iv) loss of business opportunity arising under or in connection with this Agreement, regardless of whether the possibility of such losses or damage was disclosed to, or could have reasonably been foreseen by us or any of our Affiliates or any of our or their Personnel. In relation to (ii), (iii) and (iv), we are not liable regardless of whether such heads of loss are direct or indirect losses. Neither we nor any of our Affiliates shall be liable to you for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation (i) any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, act of God, acts and regulations of any governmental or supra-national bodies or authorities or (ii) the failure by any relevant intermediate broker or agent, custodian, sub-custodian, dealer, market, clearing house or regulatory or self-regulatory organisation, for any reason, to perform its obligations, save where any of the foregoing is directly due to our or their respective negligence, fraud or wilful default.

11.3 You will be responsible for all orders entered on your behalf via the Electronic Services and you will be fully liable to us for the settlement of any resulting Transaction.

12. Time is of the essence

Time is of the essence in respect of all your obligations under this Agreement (including any Transaction).

13. Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter of this Agreement at the effective date of this Agreement to the exclusion of any terms implied by law which may be excluded by contract. So far as permitted by Applicable Laws and Regulations and except in the case of fraud, you agree and acknowledge that your only rights and remedies in relation to any representation, warranty or undertaking made or given in connection with this Agreement shall be for breach of the terms of this Agreement, to the exclusion of all other rights and remedies (including those arising in tort or arising under statute).

14. Applicable Laws and Regulations

Without prejudice to clause 13 of Part 1 (Entire Agreement), if there is any conflict between this Agreement, any Product Agreement and any Applicable Laws and Regulations, we shall be entitled to comply with such Applicable Laws and Regulations rather than this Agreement or the relevant Product Agreement. We may take or omit to take any action we see fit in order to ensure compliance with any such Applicable Laws and Regulations and neither us, our Affiliates or our or their respective Personnel shall be liable as a result of any action or omission taken in good faith by them and acting on your behalf to comply with such Applicable Laws and Regulations.

15. Market action

15.1 If any Regulator takes any action which affects a Transaction, we shall be entitled to take any steps which we consider necessary or reasonably desirable in order to correspond with such action or mitigate any loss (to us or our Affiliates) incurred as a result of such action. Any such steps we take shall be binding on you and shall not give rise to any liability for us, our Affiliates or our respective Personnel.

15.2 If any Regulator makes any enquiry of us in respect of the services we provide to you under this Agreement, including (without limitation) in connection with a Transaction, you shall fully co-operate with us in responding to such enquiry and promptly supply such information as we may reasonably require or as required by such Regulator with respect to such enquiry.

16. No Waiver

A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

17. Assignment

17.1 We may assign our rights under this Agreement, without your prior consent, to any Affiliate or to a successor pursuant to a merger, consolidation or sale of all or substantially all of our stock or assets or all or a substantial portion of the business to which this Agreement relates.

17.2 You may not assign your rights under this Agreement without our prior written consent.

18. Termination

18.1 Either party may terminate this Agreement on 2 Business Days’ prior written notice to the other party. Such notices of termination shall be delivered in accordance with clause 22 of Part 1 (Notices).

18.2 Upon termination of this Agreement, no penalty will become payable by either of us but all amounts due and payable by you to us will become immediately due and payable including but not limited to:

18.2.1 any outstanding or accrued fees, charges, commissions and market fees;

18.2.2 any expenses incurred by us in connection with such termination;

18.2.3 any Losses and expenses realised or incurred by us in closing out any Transactions or matching transactions we may have entered into or in settling or concluding outstanding obligations incurred by us on your behalf; and

18.2.4 any amounts paid by us in respect of investments or commodities held on your behalf.

18.3 Termination of this Agreement either pursuant to this clause 18 of Part 1 or pursuant to clause 5 of Part 2 (Rights upon an Event of Default) shall not affect accrued rights or obligations of the parties or any provision of this Agreement intended to survive termination including without limitation: Confidentiality; Indemnity; Limitation of Liability; Assignment, Representations and Warranties; Set-off and any settlement obligations

19. Amendment

We may amend the terms of this Agreement by not less than 10 days’ prior written notice to you or immediately if a change is required to comply with Applicable Laws and Regulations.

20. Governing law

20.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement are governed by, and shall be construed in accordance with, the laws of the Republic of South Africa.

20.2 For our benefit, you irrevocably submit to the exclusive jurisdiction of the South Gauteng High Court, which shall have jurisdiction to settle any disputes which may arise out of or in connection with the validity, effect, interpretation or performance of this Agreement or any non-contractual obligations arising out of or in connection with this Agreement, and waive any objection to proceedings in any such court on the grounds of inconvenient forum.

21. Partial invalidity

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired.

22. Notices

22.1 Communications may be made by whatever means unless this Agreement or Applicable Laws and Regulations require otherwise.

22.2 We may send any written Communication to you by hand or Electronic Means. In each case, Communications shall be made in accordance with the communication details last notified to us, and which you shall be responsible for keeping current. Any such written Communication shall be deemed received by you, whether actually received by you or not, if we can demonstrate that the correct communication details were affixed.

22.3 Unless otherwise notified to you from time to time and save as otherwise provided in this Agreement, in particular, clause 6.3 of Part 1 (Confirmations), all written Communications from you to us shall be sent to the following address or facsimile number, as applicable: Address: Absa Bank Limited 15 Alice Lane Sandton Facsimile: 011 895 7847 Attention of: Managing Principal – Absa Corporate and Investment Banking - Legal

22.4 All written Communications from us to you shall be sent to the following address as applicable: Address: [●] [●] [●] Facsimile: [●] Attention of: [●]

23. Intellectual property rights

23.1 You acknowledge that all intellectual property rights including but not limited to those relating to the Electronic Services belong to us or our licensors and are protected under Applicable Laws and Regulations. All rights not expressly granted are reserved.

24. Counterparts

24.1 This Agreement:

24.1.1 may be executed in separate counterparts, none of which need contain the signatures of both of the parties, each of which shall be deemed to be an original and all of which taken together constitute one agreement; and

24.1.2 Shall be valid and binding upon the parties thereto, notwithstanding that one or more of the parties may sign a facsimile or electronically scanned copy thereof and whether or not such facsimile or electronically scanned copy contains the signature of any other party.

Part 2

1. SCOPE

This Part 2 applies to all services provided by us to you and all Transactions executed in terms of this Agreement.

2. Instructions

2.1 Our Capacity: We may, at our discretion, accept any Instruction from you to facilitate a Transaction with us acting as your agent.

2.2 Your Authority: We assume all Instructions are complete and accurate and that the individuals providing them on your behalf have the necessary authority. We shall not be liable to you, if we accept and act upon Instructions from individuals who do not have the necessary authority or for Instructions whose contents are incomplete and or inaccurate. It is your responsibility to ensure that Transactions are authorised or carried out by individuals who have been properly authorised by you.

2.3 Method of giving Instructions: Instructions may be given in writing, by telephone or by Electronic Means agreed by us from time to time and shall not take effect unless actually received by us. If you give Instructions by telephone or by agreed Electronic Means, we may ask you to confirm such Instructions in writing.

2.4 We shall be authorised to follow Instructions notwithstanding your failure to confirm them in writing. You acknowledge that any Instructions sent by agreed Electronic Means may not be secure, reliable or timely and acknowledge that Instructions sent by you through the Electronic Service or other agreed electronic messaging system may be intercepted, copied or imitated by third parties and that we shall not be liable for any Losses directly or indirectly incurred or suffered by you as a result of such interception, copying, adaptation or imitation.

2.5 Right to refuse Instructions: We reserve the right to refuse or decline to act on Instructions provided by you or to enter into any Transaction with you or on your behalf. If we decline to carry out any Instructions or enter into a Transaction, then we will, subject to Applicable Laws and Regulations, notify you as soon as reasonably practicable but shall have no liability for any Losses that may be incurred by you by reason of any omission to do so. We shall also not be obliged to give a reason for our refusal to act on an Instruction.

2.6 If you request us to cancel an Instruction or withdraw an order before its execution or expiry, subject to Applicable Laws and Regulations the Instruction and/or order remains valid and binding until actual confirmation of cancellation or withdrawal of that Instruction and/or order is provided by the relevant Service Provider.

2.7 Changes in the market: We will not be responsible for any change in market conditions between the time that we receive your Instructions and the time of execution of any resulting Transaction and any ensuing delay in execution caused by whatsoever reason, unless such delay is due to our negligence, fraud or wilful default.

2.8 Information provided by you: You agree to provide us with all information required or necessary to provide you with our services or required by us under Applicable Laws and Regulations. You represent and warrant at the time of giving us any such information that all the information is true, complete and accurate and we are entitled to rely on this without further enquiry.

2.9 Appointment of Service Provider: You agree as follows in respect to the execution of Transactions on your behalf-

2.9.1 that we may trade in Securities on various exchanges on your behalf in an agency capacity, either through our Affiliates or through other brokers with whom we have alliances;

2.9.2 that for Transactions in the in the Republic of South Africa, we shall appoint Absa Capital Securities, as sole service provider;

2.9.3 that for Transactions in the Republic of Kenya, we shall appoint Barclays Financial Services Limited as Service Provider;

2.9.4 that for Transactions in any other country, you agree that a broker created and duly licensed to provide brokerage services both for and on behalf of any entity within the Barclays Africa Group shall be appointed as Service Provider; and

2.9.5 in the event that no such broker as specified in 2.9.4 has yet been created in a particular country, you agree that an in country broker properly licensed in terms of the Applicable Laws and Regulations of the relevant jurisdiction and authorized by us shall be appointed as Service Provider.

2.10 Short Selling: If you give us an Instruction to sell a security of which you are not the owner you confirm that you are aware of and ensure compliance with the relevant short selling rules under the Applicable Laws and Regulations, where the sale will take place. You confirm that you will adequately inform us of the nature of the sale and whether you have entered into a securities lending arrangement to cover any short sales. We shall have the right to terminate a Transaction in circumstances where you have failed to deliver any Securities required for settlement in respect of short sales.

2.11 Compliance with Applicable Laws and Regulations: Instructions may be subject to restrictions and trading limits under Applicable Laws and Regulations. You are responsible for ensuring that your Instructions comply with such Applicable Laws and Regulations and will only submit Instructions that do so comply. Where any Instruction does not comply with such Applicable Laws and Regulations and is rejected, neither we nor any of our Affiliates nor our or their Personnel shall be liable to you for any Loss you may incur as a result. Any corporate actions relating to Securities which are the subject of a Transaction shall be processed in accordance with standard market practice and the Applicable Laws and Regulations.

2.12 We may establish cut-off times for the giving of Instructions, and you shall have no claim against us for any direct or indirect Losses incurred or suffered by you arising out of the fact that an Instruction was not given or an order was not placed by you ahead of our cut-off time.

2.13 We may in our absolute discretion set limits and/or parameters to your ability to give Instructions or place orders in terms of this Agreement, including:

2.13.1 limits in respect of minimum or maximum amounts per Instruction or order and minimum or maximum size per Instruction or order;

2.13.2 limits of our total exposure to you);

2.13.3 limits in respect of prices at which Instructions may be given or orders may be submitted (including limits in respect of Instructions or orders which are at a price which differs greatly from the market price at the time the relevant Instruction or order is given or submitted to the order book);

2.13.4 limits in respect of the use of the Electronic Services (to include any verification procedures intended to ensure that any particular Instruction or order has been given or placed by you); and/or

2.13.5 limits, parameters or controls which we may be required to implement in accordance with Applicable Laws and Regulations.

2.14 We may, in our absolute discretion, but on notice to you, set limits as to the number and/or size of open positions which you may have with us at any time. We may, in our absolute discretion, Close Out any one or more Transactions or positions or refuse to execute any Transactions, in order to ensure that such position limits are maintained.

2.15 We may in our absolute discretion:

2.15.1 amend, increase, decrease, remove or add to the limits set out above, provided that we give you notice thereof; and

2.15.2 on 30 (thirty) days’ written notice change any brokerage or other fees to be paid by you and/or funding rates previously provided to you.

2.16 We may arrange for a Transaction to be executed either in whole or in part by selling an investment to you from another client or a client of an Associate of ours or vice versa. We will notify you if and when we execute a Transaction in this manner. You acknowledge that and consent to us entering into Transactions in the manner referred to in this clause either as principal or as agent acting on behalf of another client or Associate. Settlement and ownership

2.17 Payments: You shall make all payments due in respect of any Transaction in a timely manner on or before the contractual settlement date in accordance with the provisions of clause 4 of Part 1 (Payments, fees, charges and non-monetary benefits).

2.18 You hereby undertake to ensure that your Settlement Agent is aware of all relevant settlement details to enable timeous settlement in respect of executed Transactions.

2.19 We are not responsible to settle Transactions or to deliver Securities to you.

2.20 You undertake to settle each Transaction executed in terms of this Agreement in accordance with the Rules. We accept no liability for any Transaction which is executed in terms of this Agreement, which is not settled in accordance with the Rules.

3. Condition Precedent

Our obligations under this Agreement are subject to the condition precedent that no Event of Default or Potential Event of Default has occurred and is continuing.

4. Representations and Warranties

4.1 You represent and warrant to us on your own behalf and, where acting as Agent, on behalf of the relevant Principal, as at the effective date this Agreement and as of the date of each Transaction that:

4.1.1 you are duly organised and validly existing under the laws of the jurisdiction of your organisation or incorporation and, if relevant under such law, in good standing;

4.1.2 you have full capacity to enter into this Agreement and all Transactions and have taken and will take all necessary corporate and other action to authorise you to enter into and perform your obligations under this Agreement and under all Transactions;

4.1.3 you have obtained and will maintain all necessary authority, powers, consents, licences and authorisations and have taken all necessary action to lawfully enter into, and meet any obligations incurred in connection with this Agreement and each Transaction;

4.1.4 by entering into and performing the Transactions you will not violate any Applicable Laws and Regulations;

4.1.5 this Agreement and each Transaction are your valid and binding obligations enforceable against you in accordance with their terms, subject only to rules of bankruptcy and other Applicable Laws and Regulations of mandatory application and applicable principles of equity;

4.1.6 no Event of Default or Potential Event of Default has occurred and is continuing;

4.1.7 any information which you provide or have provided to us in respect of your financial position, domicile or other matters is accurate and not misleading in any material respect;

4.1.8 you are not a U.S Person;

4.1.9 you are not a Sanctioned Entity;

4.1.10 each Transaction will not be a Sanctioned Transaction;

4.1.11 you are not contravening any of the Applicable Anti-Bribery Laws;

4.1.12 you are not contravening any of the Applicable Anti- Money Laundering and Sanctions Laws;

4.1.13 you are compliant with all the relevant Applicable Laws and Regulations;

4.1.14 your Settlement Agent holds or will be holding Securities in uncertificated form to be sold in terms of this Agreement; and

4.1.15 at the time of transfer by you of any Investments under any Transaction, other than as contemplated herein, you will have a full and unqualified right to make such transfer and upon such transfer the transferee will receive all right, title and interest in and to those Investments free from any adverse interest;

5. Rights upon an Event of Default

5.1 On the occurrence of any of the events specified in clause 8.1 of Part 2 (Events of Default) and without being responsible for any Losses occasioned by such action, we may in our absolute discretion, without prior notice to you, take any and all actions that we consider to be necessary or desirable in the circumstances, including without limitation:

5.1.1 immediately cancelling any unsettled Transactions, any Transactions that are in progress at the date of termination or any matching transactions;

5.1.2 immediately terminating this Agreement;

5.1.3 selling, realising or disposing of any Investments ;

5.1.4 applying any such property or the net proceeds of any such sale, realisation or disposal of such property, after deducting all expenses, in and towards the discharge of the Liabilities;

5.1.5 Closing Out any outstanding Transaction, or taking any such other action in relation to such Transaction including but not limited to replacing or reversing a Transaction, buying, selling, borrowing, lending or entering into any other transaction, for the purpose of covering, reducing or preventing any Loss or exposure of ours under or in respect of any such Transaction; and

6. In addition to any of our other rights, we shall have a general lien on all Investments held by us or any of our nominees on your behalf until the full and final satisfaction of all Liabilities.

7. Events of default

7.1 Each of the following shall constitute an Event of Default:

7.1.1 you fail to make any payment when due or to make or take delivery of any property when due, or to observe or perform any other provision of this Agreement or any other terms relating to a Transaction and such failure continues for one Business Day after we give you notice of the occurrence of such an event;

7.1.2 if any representation or undertaking made or given or deemed to have been made or given by you or any Credit Support Provider in respect of this Agreement or any Transaction or any Credit Support Document is breached or proves to have been false or misleading in any material respect as at the time made or given or deemed to have been made or given;

7.1.3 if you or any Credit Support Provider disclaims, repudiates or rejects, or challenges, in whole or in part, the validity of, this Agreement, any Transaction or any Credit Support Document or evidences an intention to do so;

7.1.4 you or any Credit Support Provider becomes subject to an Insolvency Event;

7.1.5 if you default on any obligation to repay indebtedness to any lender or Credit Support Provider;

7.1.6 there is a material adverse change in your financial condition or net asset value, you fail to pay debts generally as they become due, you have committed a material breach of Applicable Laws and Regulations or some other event has occurred which we consider may have a material adverse effect upon your ability to perform any of your obligations under this Agreement or under any Transaction;

7.1.7 if for any reason (whether or not related to the foregoing) we consider it reasonably necessary or desirable to exercise the rights conferred by clause 5 of Part 2 (Rights upon an Event of Default); and

7.1.8 a default, event of default or other similar condition or event (howsoever described) occurs in relation to you under any Product Agreement.

8. General right of set-off

Without prejudice to any other rights to which we may be entitled (including any general or banker’s lien) we shall be entitled at any time and without notice to you or any other person to set off any payment or delivery obligation owed by you to us against any obligation owed by us to you, including set-off of any credit balance (or any part thereof in such amounts or such number of Securities, as the case may be, as we in our sole discretion may elect) in any account (whether such account is subject to notice or not and whether matured or not) which you may hold with us and any other monies payable or Securities deliverable by us to you.

9. Agency

9.1 Where we have agreed in accordance with clause 3 of Part 1 (Your capacity and status), that for the purposes of this Agreement or any Transaction you will be acting as Agent , you represent, warrant and undertake that:

9.1.1 you have full legal and documented authority to engage with us in all business you carry on with us on behalf of Principal pursuant to this Agreement and to use the resources of the Principal to meet any of its obligations under this Agreement and any Transactions and shall bear full responsibility for compliance by the Principal with the terms of this Agreement and the performance of its obligations hereunder as if you were the primary obligor;

9.1.2 each Principal can make the representations and warranties set out in clause 4 of Part 2 (Representations and Warranties) as if it were a party to this Agreement;

9.1.3 in entering into any Transaction on behalf of a Principal, you have no reason to believe that any Principal would not be able to perform any settlement obligations thereunder;

9.1.4 in entering into any Transaction on behalf of any Principal, you have no reason to believe that any Principal is restricted or prohibited from engaging in such Transaction or performing its obligations there under any Applicable Law or Regulation;

9.1.5 you have complied with your obligations under Applicable Laws and Regulations in relation to the suitability and/or appropriateness of any Transaction for each Principal and (where not acting in the exercise of your discretion) have determined the capability of each Principal to evaluate the risks associated with any Transaction or service and provided the Principal with all necessary information to enable it to make such evaluation;

9.1.6 notwithstanding any provision of this Agreement to the contrary, you agree that we may settle directly with the Principal and shall be entitled to take any action to effect the same;

9.1.7 you shall provide to us such information regarding any Principal as we require to fulfil our obligations under any Applicable Laws and Regulations; and

9.1.8 you shall immediately notify us if you cease to act for any Principal or if the basis upon which you act changes in any way that would affect this Agreement or any Transaction made hereunder.

9.2 Notwithstanding that you may act as Agent, you undertake as principal to indemnify us in respect of any Losses incurred by us in relation to any Transaction effected by you as agent on behalf, or purportedly on behalf, of any Principal, provided that such Losses were not caused by our negligence, fraud or wilful misconduct.

9.3 You undertake that, in relation to any Transaction effected by you as agent on behalf, or purportedly on behalf, of any Principal, whenever such Principal fails to meet its obligations under such Transaction, you shall immediately assume those obligations as if you were the Principal.

ZAR Money Market Products Deposits Standard Terms

STANDARD TERMS FOR ZAR MONEY MARKET PRODUCTS: DEPOSITS

1. Definitions

Unless the context indicates or requires otherwise, the words and phrases specified below have the meanings ascribed to them in these Standard Terms and have the same meanings when used in the relevant Product Terms and the relevant Commercial Terms.

Actual/365 (Fixed) means in respect of a Product, the Product Agreement governing such Product, a Calculation Period and the relevant Day Count Fraction (if specified as Actual/365 (Fixed)), the actual number of days comprising the term of the Calculation Period in respect of which a calculation has to be made divided by 365 without providing for the extra day in any leap year, in other words, without amending the denominator to 366 in any leap year during the Term of the Product.

Adjustable Rate (or Floating Rate) means in respect of a Product and the Interest Rate applicable to the relevant Product, an adjustable or “floating” interest rate expressed as a decimal or a percentage, equal to the per annum rate specified as such in the Confirmation of the relevant Product.

Bank means Absa Bank Limited.

Banks Act means the Banks Act, 94 of 1990.

Barclays Africa Group means Barclays Africa Group Limited and any or all, as the case may be, of its Subsidiaries.

Barclays Group means Barclays Bank PLC and any or all of its Subsidiaries, as the case may be.

Breakage Costs means in respect of a Product and the Bank, any and all costs, expenses or disbursements incurred and any and all damage or loss suffered by the Bank resulting from terminating, closing out or unwinding its Hedging Transactions in connection with or in respect of or related to the relevant Product following the early termination or redemption of the relevant Product prior to its Scheduled Maturity Date, if applicable.

Business Day means any day (other than a Saturday or a Sunday or an official public holiday in the Republic of South Africa) on which Absa Corporate and Investment Banking, the investment banking division of the Bank (or its successor) is ordinarily open to enter into transactions of the kind contemplated in these Standard Terms and the applicable Product Terms.

Business Day Convention (or Payment Date Convention) means the convention for adjusting any date if it would otherwise fall on a day that is not a Business Day. If “Following” is specified either in the relevant Product Terms or in the relevant Commercial Terms as the applicable Business Day Convention, the relevant date will be adjusted so that the date will be the first following day that is a Business Day. If “Modified Following” is specified either in the relevant Product Terms or in the relevant Commercial Terms as the applicable Business Day Convention, the relevant date will be adjusted so that the date will be the first following day that is a Business Day, unless that date falls in the next Calendar Month, in which case that date will be the first preceding day that is a Business Day. If “Preceding” is specified either in the relevant Product Terms or in the relevant Commercial Terms as the applicable Business Day Convention, the relevant date will be adjusted so that the date will be the first preceding day that is a Business Day

Calendar Month means the period commencing on the first day and ending on the last day of each of the 12 named months of the Gregorian calendar.

Ceded and Pledged Rights means in respect of a Security Cession all the rights, title and interests of the Counterparty acting as Cedent in and to the Cedent’s Pledged Bank Account.

Cedent means, in respect of a Security Cession, the Counterparty.

Cedent’s Pledged Bank Account means the bank account that the Counterparty as Cedent holds at the Bank with account number specified in the relevant Confirmation in terms of and subject to the provisions of the relevant Product Agreement.

Cessionary means in respect of a Security Cession, the Bank.

Counterparty (or Depositor) means a Person that has been formally and officially accepted by the Bank as a customer of the Bank and who has deposited the Deposit Amount with the Bank.

Counterparty’s Nominated Account or (Depositor’s Nominated Account) means the account provided by the Counterparty in the Counterparty’s Standard Settlement Instructions.

Counterparty’s Standard Settlement Instructions or (Depositor’s Standard Settlement Instructions) means in respect of a Product and the Counterparty, the standard settlement instructions provided by the Counterparty to the Bank at the relevant time that the Bank has to make a payment to the Counterparty, as amended and adjusted or substituted by the Counterparty from time to time.

Commercial Terms means, in respect of a Product and the Product Agreement which governs such Product, the commercial, financial or economic terms, conditions and provisions governing such Product as amended, supplemented or substituted from time to time and as documented and confirmed in the relevant Confirmation governing the Product.

Confirmation means in respect of a Product, the Bank and the Counterparty, the document provided by the Bank to the Counterparty, confirming the Commercial Terms of a Product, and if applicable any amendment to the Commercial Terms, any full termination or cancellation of the Product, any partial termination of the Product, any full or partial novation of the Product to another Counterparty, any rolling over of the Product and any cession of rights which the Counterparty may have in respect of the Product.

Day Count Fraction or (Day Count) means in respect of a Product, the Product Agreement which governs such Product and the relevant Calculation Period, the day count fraction specified in the relevant Product Terms and/or the relevant Commercial Terms, as the case may be.

Deposit Amount (or Cash Amount) means, in respect of a Product, the amount of money specified as such (or in other words in the Products Terms or in the relevant Commercial Terms of the Product Agreement governing such Product) and which is payable or paid by the Counterparty to the Bank for purposes of investing the amount for the Term of such Product. The Deposit Amount will (i) on the Deposit Date be an amount of money in the relevant Currency equal to the initial Deposit Amount, and (ii) on any Valuation Date after the Deposit Date, the aggregate or sum of the initial Deposit Amount and any accrued, but unpaid, Interest calculated as of the Business Day immediately preceding that Valuation Date. Provided that, in respect of a Product, on any day (other than the Maturity Date) on which an Interest Payment is made by the Bank in respect of a Product, the Deposit Amount for such Product will be the initial Deposit Amount.

Deposit Date (or Start) means, in respect of a Product and the Counterparty, the date on which the Product Agreement governing such Product becomes effective as contemplated in Clause 4.5 below.

Deposit Taker means the Bank.

Currency means the currency in which any amount referred to in a Product is denominated and which is specified as such in the Commercial Terms.

Early Termination Amount means in respect of a Product and the Counterparty, the amount payable by the Bank to the Counterparty which amount will be calculated by the Bank taking into account the Deposit Amount minus all Breakage Cost resulting from the early termination of the relevant Product prior to its Scheduled Maturity Date, if applicable.

Early Termination Date means, in respect of a Product, any Business Day prior to the Scheduled Maturity Date of such Product, if applicable, on which the Product Agreement governing such Product is terminated early, in other words, prior to such Scheduled Maturity Date, for whatever reason.

Early Termination Interest Amount means in respect of a Product that has been terminated or redeemed early prior to its Scheduled Maturity Date, if applicable, the amount of Interest calculated in respect of the relevant Interest Period in which the Early Termination Date falls, less, if the Deposit Amount is already exhausted, any Breakage Costs or part thereof that remains outstanding and due and payable by the Counterparty to the Bank on the relevant Early Termination Date.

Effective Date means, in respect of a Security Cession, the date upon which the Security Cession in respect of the Cedent’s Pledged Bank Account and/or the Ceded and Pledged Rights is effected by the Bank.

Event of Default means any one of the events mentioned in Clause 14 (Events of Default).

Following see the definition of “Following” in the definition of Business Day Convention or Payment Date Convention above.

Fixed Rate means in respect of a Product and the Interest Rate applicable to the relevant Product, an interest rate expressed as a decimal or a percentage, equal to the per annum rate specified as such in the Confirmation of the relevant Product.

Hedging Transaction means, in respect of a Product and the Bank, any hedging transaction, arrangement or instrument, product or funding transaction or arrangement which may have been entered into or acquired by the Bank (whether externally or internally and whether or not on a portfolio hedging basis) in order to enter into, and/or perform its obligations under the relevant Product and any hedging transaction, arrangement or instrument, product or funding transaction or arrangement which the Bank may have to enter into or may have to acquire (whether externally or internally and whether or not on a portfolio hedging basis) in order to enable the Bank to make any payment as contemplated in the Product Agreement governing the relevant Product.

Indicative Interest Rate Quote means in respect of a Counterparty, a Product and the Bank, following an Interest Rate Request, the indicative interest rate quote provided by the Bank to the Counterparty in respect of the Product in accordance with the provisions of the Product Agreement which governs the Product.

Interest Amount means the amount of Interest payable by the Bank to the Counterparty on the relevant Interest Payment Date, which amount will be determined and calculated by the Bank in accordance with the following formula:

"IA"="DA*" ("IR" +/- "S" )"*" ("d" /"365" )

Where:

“IA” means the relevant Interest Amount to be calculated;

“DA” means the relevant Deposit Amount;

“IR” means the relevant Interest Rate specified in the relevant Confirmation of the relevant Product;

“+ / - “ means “plus or minus” as specified in the relevant Confirmation of the relevant Product;

“S” means the Spread as specified in the relevant Confirmation of the relevant Product;

“d” means the number of days comprising the relevant Interest Period; and

“*” means “multiplied by”.

Interest Payment Date (or Rolling) means, in respect of a Product and the Bank, unless otherwise specified in the relevant Commercial Terms of a Product, the first Business Day of every Calendar Month which falls in the Term of the Product, with the first Interest Payment Date being the first Business Day of first Calendar Month following the Calendar Month in which the Deposit Date of the Product falls, and the last Interest Payment Date being the Maturity Date of such Product.

Interest Period means, in respect of a Product, the interest period specified as such in the Product Terms and/or the Commercial Terms of the Product Agreement governing the Product.

Interest Rate means, in respect of a Product, the interest rate specified as such in the Commercial Terms of the Product Agreement governing the Product.

Interest Rate Request means the request submitted by the Counterparty to the Bank containing information regarding a proposed investment in a Product, the proposed date for which an Indicative Interest Rate Quote is requested, the proposed term of the Product, the indicative proposed amount to be invested by the Counterparty and, if applicable in respect of the Product, the proposed scheduled maturity date of the Product.

Investment Instruction means, in respect of a Product and the Counterparty, an instruction sent by the Counterparty to the Bank in terms of these Standard Terms (forming part of the Product Agreement) instructing the Bank to invest the initial Deposit Amount in the specified Product governed by the relevant Product Terms, which instruction will contain the following information: the relevant Product, the Deposit Date for which the Bank provided the agreed Interest Rate in respect of the Product as reflected in the Indicative Interest Rate Quote, the Term of the Product for which the Bank provided the agreed Interest Rate, the agreed Interest Rate, the Deposit Amount that the Bank indicated it will accept as an investment in the Product and, if applicable, the Scheduled Maturity Date of such Product.

Maturity Date means, in respect of a Product and if applicable to a Product, either the Scheduled Maturity Date or the Early Termination Date if a Scheduled Maturity Date is applicable to the Product, or the Termination Date, if a Scheduled Maturity Date is not applicable in respect of a Product, as the case may be.

Modified Following see the definition of “Modified Following” in the definition of Business Day Convention above.

OFAC means the Office of Foreign Assets Control, an agency of the United States Department of Treasury.

Party means a party to the Product Agreement.

Person means any natural or juristic person, provided that the phrase juristic person includes a trust and a partnership or any association without legal personality, notwithstanding the fact that these entities may not legally be regarded as juristic persons.

Preceding see the definition of “Preceding” in the definition of Business Day Convention above.

Prime Rate, if specified as the applicable Adjustable Rate (or Floating Rate), means in respect of each day during the Term of the relevant Deposit, the rate for deposits in South African Rand (ZAR) which appears on the Reuters Screen SAFEY Page under the caption “SFX PRIME RATE” (SAFEX Code: S3Y and RIC:

) as of 11.00 a.m., Johannesburg time, on that day. If such rate does not appear on the specified Reuters Screen SAFEY Page, the interest rate for that day will be determined as if the parties had specified that the rate will the rate which appears on the Bloomberg Ticker “SABROR Index” (BBGID: BBG002SBDLB7) as of 11.00 a.m., Johannesburg time, on that day. If such rate does not appear on this specified Bloomberg Ticker, the rate for that day will be determined as if the parties had specified “ZAR-Prime-Reference Banks” as the applicable rate.

Product means any one of the financial products or instruments specified and listed as such in the table in Annex 1 to these Standard Terms.

Product Agreement means in respect of the Bank, the Counterparty and a Product, collectively (i) these Standard Terms, (ii) the relevant Product Terms and (iii) the relevant Commercial Terms of the relevant Product. Each Product will be governed by its own Product Agreement as contemplated in this definition.

Product Terms means, in respect of a Product and the Product Agreement governing such Product, the terms, conditions and provisions governing the relevant Product as amended, supplemented or substituted from time to time.

Rand, R and ZAR means the lawful currency of the Republic of South Africa.

Reference Banks” means the 4 (four) major banks in the Republic of South Africa.

Remaining Party means in respect of the transfer of a Product or of a part or portion of a Product by the Transferor to the Transferee, the party remaining behind who is neither the Transferor nor the Transferee.

Reputation Risk Event means any act, matter, event or circumstance which results in, or could, in the reasonable opinion of the Bank, be expected to result in damage to the reputation of the Bank and/or any part of the Barclays Group.

Sanctioned Country means a country or territory which is subject to Sanctions;

Sanctions means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the following authorities (each a Sanctions Authority):

the US government through OFAC, the US State Department, the US Department of Commerce or the US Department of the Treasury; or

the United Nations Security Council; or

the European Union; or

Her Majesty’s Treasury of the United Kingdom.

Sanctions List means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) published by a Sanctions Authority, each as amended, supplemented, or substituted from time to time;

Scheduled Maturity Date means, in respect of a Product to which it is applicable, the date agreed by the Bank and the Counterparty as the scheduled maturity date of such Product and specified as such in the relevant Commercial Terms of the Product Agreement governing such Product, such date being subject to adjustment in accordance with the relevant Business Day Convention.

Secured Obligations means in respect of a Security Cession the due payment of every sum of money which may now or at any time hereafter be or become owing and due and payable by the Counterparty as the Cedent to the Bank as the Cessionary under and/or arising from any liabilities incurred by the Counterparty to the Bank, including, without any limitation, pursuant to any claim for repayment of any loan made by the Bank to the Counterparty or any claim for damages against the Counterparty and any early termination amount or part thereof due to the Bank, and will include any unsatisfied amount that is due and payable to the Bank that has been awarded to the Bank in accordance with any judgment of a court of competent jurisdiction against the Counterparty in relation to any amount of damages suffered by the Bank, including, but not limited to, any such amount arising from any suspension or cancellation of an agreement in terms of Section 136(2A) of the Companies Act.

Security Cession means the cession in securitatem debiti (in the nature of a pledge) and the pledge of the Cedent’s Pledged Bank Account and/or the Ceded and Pledged Rights.

Security Interest means a mortgage bond, notarial bond, cession, charge, hypothec, pledge, lien, credit support or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

Security Document means any document creating a Security Interest in favour of the Bank for the obligations of the Counterparty or Depositor.

Standard Settlement Instructions means the settlement instructions and Counterparty bank account and other personal particulars requested by the Bank and provided by the Counterparty to the Bank, as amended and/or substituted from time to time.

Standard Terms means, in respect of a Product and the Product Agreement governing such Product, this document containing these terms, conditions and provisions as amended, supplemented or substituted from time to time.

Subsidiary means, when referring to a company governed by the laws of the Republic of South Africa, a subsidiary as defined in the Companies Act, 71 of 2008, and when referring to a company governed by the company laws of another jurisdiction, subsidiary as defined and/or contemplated in the relevant company laws of the relevant jurisdiction.

Term means, in respect of a Product and the Product Agreement governing such Product, the period commencing on the Deposit Date and ending on the Maturity Date.

Trade Reference Number means in respect of a Product, the reference number of the Bank as it appears in its systems as well as on the relevant Confirmation.

Trade Time means in respect of a Product, the date on which the Bank and the Counterparty have entered into the Transaction, in other words the date on which the Bank signifies its acceptance of the Counterparty’s Investment Instruction through any of the Bank’s authorised sales or trading personnel on the Bank’s sales and trading desks.

Transferee means in respect of the transfer of a Product or of a part or portion of a Product by a party to the relevant Product Agreement to another person in terms of a novation or other agreement, that person to whom the transfer is made.

Transferor means in respect of the transfer of a Product or of a part or portion of a Product by a party to the relevant Product Agreement to another person (the Transferee) in terms of a novation or other agreement, the party making such transfer.

Valuation Date means in respect of a Product, any Business Day on which the Bank determines the value of such Product.

VAT means any value added tax as provided for in the Value Added Tax Act, 1991 (Act No. 89 of 1991).

ZAR-Prime Reference Banks means the rate for a day determined on the basis of prime interest rate for South African Rand quoted by the Reference Banks at approximately 11.00 a.m. Johannesburg time, on that day. The Bank will request the principal or head office of each of the Reference Banks to provide a quotation of its prime interest rate. If at least two quotations are received, the rate for that day will be the arithmetic mean of all the quotations received. If fewer than two quotations are received, the rate for that day will be determined by the Bank, using a representative rate.

interpretation

References to statutory provisions are to provisions of the statutes as amended, supplemented or substituted from time to time.

The rule of construction that if there is an ambiguity, a contract will be interpreted against the party responsible for the drafting thereof, does not apply in the interpretation of the relevant Product Agreement.

References to the Counterparty or the Bank include references to their respective successors and permitted delegates and/or assigns and cessionaries, as the case may be.

References to “indebtedness” or “amounts outstanding” include any obligation for the payment or repayment of money (whether present or future, actual or contingent).

References to “person” include any natural or juristic person and any firm, company, corporation, government, state, agency of a state, association, trust or partnership.

References to “company” include any company or corporation irrespective of its jurisdiction of incorporation or its jurisdiction of residence.

References to “assets” include present and future properties, revenues and rights of every description whatsoever.

References to “documents” are references to such documents as amended, novated, supplemented, substituted, extended or restated.

The use of the word “including” followed by specific examples will not be construed as limiting the meaning of the general wording preceding it.

Any expression which denotes the singular includes the plural, and vice versa.

In respect of a Product, a Product Agreement will to the extent permitted by law be binding on and enforceable by the administrators, business rescue practitioners, trustees, liquidators, permitted cessionaries, delegates and/or assignees, as the case may be, of the Parties as fully and effectually as if they had entered into the relevant Product Agreement in the first instance and reference to any Party will be deemed to include such Party’s administrators, business rescue practitioners, trustees, liquidators, permitted cessionaries, delegates and/or assignees, as the case may be.

References to the time of the day are references to the time in Johannesburg.

In respect of a Product and a calculation period, unless expressly provided differently in the relevant Product Terms or the relevant Commercial Terms, where any number of days is to be calculated from a particular day (the commencement day) to another day (the final day), such number of days will be calculated as including the commencement day and excluding the final day. In respect of the determination and calculation of any interest, commission or fees payable in terms of a Product Agreement, if the last day of such period falls on a day that is not a Business Day, the last day of such period will be the next Business Day, provided that if the next Business Day does not fall within the same calendar month, the last day of such period will be adjusted to the preceding Business Day which falls within the same calendar month as the relevant calculation period.

PRODUCT AND PRODUCT AGREEMENT

Each Product is governed by a specific Product Agreement.

ENTERING INTO A Product AGREEMENT

On any Business Day a Counterparty may submit an Interest Rate Request to the Bank for purposes of paying cash to the Bank in respect of a Product.

The Bank will provide the requesting Counterparty with an Indicative Interest Rate Quote for the specific Product for commencement on a specific Deposit Date and, in respect of a Product to which it is applicable, for redemption on a specific Scheduled Maturity Date.

After receipt of the relevant Indicative Interest Rate Quote, but on or before the time stipulated by the Bank for approval and/or acceptance of such quote, the Counterparty (either in person or represented by a duly authorised member of the Counterparty’s trading desk) and the Bank (represented by a duly authorised member of the Bank’s sales or trading desks) will telephonically agree on the final Interest Rate that will be applicable to the relevant Product commencing on the agreed specified Deposit Date and, in respect of a Product to which it is applicable, ending on the agreed specified Scheduled Maturity Date.

If the Counterparty and the Bank have agreed on the relevant Interest Rate as contemplated in Clause 4.3 above, the Counterparty (either in person or represented by a duly authorised member of the Counterparty’s trading desk) will provide the Bank (represented by a duly authorised member of the Bank’s sales or trading desks) with a telephonic or electronic Investment Instruction to invest the initial Deposit Amount in the relevant Product.

In respect of a Product, the Product Agreement comes into effect from and including the Trade Time.

The Product Agreement contains the terms on which the Bank enters into the relevant Product with the Counterparty.

In respect of a Product, the Counterparty acts as principal in respect of such Product and the Product Agreement governing such Product, unless the Bank otherwise agree with the Counterparty in writing.

PAYMENT OF INITIAL DEPOSIT AMOUNT

In respect of an Investment Instruction accepted by the Bank, the Counterparty and the relevant Product, the Counterparty will pay the initial Deposit Amount specified as such in the Commercial Terms governing the Product, to the Bank, subject to the terms, conditions and provisions of the Product Agreement governing such Product as contemplated in Clause 5.2 below.

Provided that the Bank has actually received payment of the initial Deposit Amount specified in the Investment Instruction and provided that these funds are actually cleared, the Bank will invest the initial Deposit Amount in the relevant Product in terms of and in accordance with the Investment Instruction, subject to the terms of the Product Agreement governing such Product.

In any instance where money has been paid to the Bank prior to the Trade Time and the Counterparty and the Bank enter into the Product Agreement in respect of such money on the Trade Time, the Counterparty will not be obliged to make any payment of the initial Deposit Amount as contemplated in Clause 5.1 above, but will be deemed to have made such payment on the Trade Time in terms of the Product Agreement governing such Product, which will be deemed to be the Deposit Date of such Product governed by the relevant Product Agreement entered into between the Bank and the Counterparty.

interest AND PAYMENT OF INTEREST

In respect of a Product, the Bank will determine and calculate Interest in accordance with the relevant provisions of the relevant Product Terms read with the relevant Commercial Terms.

In respect of a Product and the Bank, the Bank will make Interest Payments in accordance with the relevant provisions of the relevant Product Terms read with the relevant Commercial Terms.

In respect of a Product and the Bank and subject to the terms of the Product Agreement, the Bank will pay to the Counterparty by electronic fund transfer into the Counterparty’s Nominated Account the relevant Interest amount that has accrued and is due and payable in respect of the relevant Interest Calculation Period of such Product on the Business Day following such Interest Calculation Period specified in the Product Terms and/or the Commercial Terms governing such Product.

REPAYMENT OF Deposit AMOUNT

In respect of a Product and the Bank, the Bank will repay the Deposit Amount (or if applicable the relevant portion of the Deposit Amount) in accordance with the relevant provisions of the relevant Product Terms read with the relevant Commercial Terms.

In respect of a Product and the Bank and subject to the terms of the Product Agreement, the Bank will pay to the Counterparty by electronic fund transfer into the Counterparty’s Nominated Account the Deposit Amount (or if applicable the relevant portion of the Deposit Amount) on the Business Day specified in the Product Terms and/or the Commercial Terms governing such Product.

MATURITY OF THE PRODUCT

In respect of a Product and the Product Agreement governing such Product to which a Scheduled Maturity Date is applicable, the relevant Product will mature on the date scheduled as such in the Commercial Terms governing such Product.

In respect of a Product and the Product Agreement governing such Product to which no Scheduled Maturity Date is applicable, the relevant Product will mature on the date as determined and agreed by the Counterparty and the Bank in accordance with the provisions of the relevant Product Terms and, if applicable, the Commercial Terms governing such Product.

EARLY TERMINATION

In respect of a Product and subject to the terms of the Product Agreement governing such Product, if applicable, the Counterparty may terminate the whole or any part (if and as agreed to by the Bank) of the Product by giving in writing not less than 31 (thirty one) calendar days’ notice of such early termination.

Once the Counterparty has given notice of the early termination, the notice will be irrevocable.

If applicable, the Counterparty will specify in the early termination notice if the whole Product or only part of the Product will be terminated early, and if only in part (and the Bank has agreed thereto) the amount of the partial early termination of the Product.

The Counterparty will also specify in the early termination notice the Early Termination Date.

Subject to the terms of the Product Agreement governing the Product which is being terminated early, the Bank will pay the Early Termination Amount to the Counterparty on the Early Termination Date, subject to adjustment in accordance with the relevant Business Day Convention.

payments

In respect of a Product and subject to the Product Agreement governing such Product, the Bank will make payment in full to the Counterparty for value on the due date by such times and in the Currency as agreed to by the Bank.

The Bank’s payment will be subject to any security interests which the Bank has or may have and subject to set-off, counterclaim or deduction or withholding on account of tax or otherwise.

If the Bank is required by law to make any deduction or withholding from any payment in terms of the Product Agreement, the Bank will only be obliged to make a net payment to the Counterparty after the making of such deduction or withholding.

Any deduction or withholding of any amount that is subsequently payable to a governmental or taxing authority, will be paid by the Bank to the relevant authority.

Representations and warranties

The Counterparty represents and warrants at all times:

it is a legal entity duly incorporated or organised and validly existing under the law of its jurisdiction of incorporation;

it is legally empowered and has the legal capacity to enter into the relevant Product Agreement governing the relevant Product on the terms set out in the Product Agreement;

it has taken all necessary actions to authorise the acceptance of and the exercise of its rights under the relevant Product Agreement and the performance of its obligations under the Product Agreement and all other documents to be entered into by it in connection with the relevant Product; and

there is no legal or other restriction on its ability and capacity to perform its obligations in respect of the relevant Product.

general undertakings

The Counterparty undertakes in respect of a Product and the Product Agreement governing such Product:

not to create or agree to create or permit to subsist (other than in favour of the Bank) any Security Interest over such Product without the prior written consent of the Bank;

not to sell, transfer or otherwise dispose of the whole or any part of such Product whether by a single transaction or a number of transactions without the prior written consent of the Bank;

not to make any material change in the scope or nature of its business without informing the Bank in writing of such material change;

not to enter into any amalgamation, demerger, merger or corporate reconstruction, without informing the Bank in writing of such an event;

immediately upon becoming aware of it, to inform the Bank of any material litigation being threatened against it or the occurrence of any Event of Default and the steps, if any, being taken by the Counterparty to remedy it; and

to comply in all respects with all laws to which it may be subject and will obtain and maintain all authorisations required to carry on its business, if failure so to comply would materially impair its ability to perform its obligations under the Product Agreement.

information

The Counterparty will provide the Bank with such information regarding the financial condition, business and operations of the Counterparty as the Bank may reasonably request.

The Counterparty will provide the Bank with information regarding environmental laws, environmental permits, environmental claims, sanctions, anti-terrorist financing and anti-money laundering as the Bank may reasonably request.

events of default

In respect of a Product or in respect of a party, each of the events or circumstances set out in this Clause 14 is an Event of Default:

the relevant party does not pay on the due date any amount due and payable under a Product Agreement, provided that if such party is the Bank and such failure to pay is a result of an administrative error and payment is made within 5 (five) Business Days of being notified of such failure, it will not constitute an Event of Default in respect of the Bank ; or

the relevant party is the Counterparty and the Counterparty does not comply with any of its obligations under or in connection with any Security Document held by the Bank in respect of a Product; or

any representation or warranty made, or any information provided, by any relevant party in connection with the Product and the Product Agreement governing such Product is or proves to have been incorrect or misleading in any material respect when made; or

a party is unable, or is likely to be unable, to pay its debts when due or suspends making payment on any of its debts; or

any corporate action, legal proceedings or other procedure or step is taken in relation to:

the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, reorganisation or business rescue of the relevant party;

a composition, assignment or arrangement with any creditor of the relevant party;

the appointment of a liquidator, receiver, business rescue practitioner or other similar officer in respect of the relevant party or any of its assets; or

enforcement of any Security Interest over any assets of the relevant party,

or any analogous procedure or step is taken in any jurisdiction; or

any expropriation, nationalisation, attachment, sequestration, distress or execution affects any asset or assets of the relevant party; or

the Product Agreement relating to the Product ceases to be legal, valid enforceable and/or binding on the relevant party; or

any other Event of Default (if any) referred to in the Product Terms of the Product Agreement governing the relevant Product occurs;

then, in any such case, the relevant party’s commitment to make payment will cease and the Initial Investment Amount and all accrued, but unpaid, interest and other amounts owing under the Product Agreement will immediately become repayable on demand upon receipt of written notice by the other party at any time.

change in circumstance

Any change in (or in the interpretation, administration or application of) any applicable law or regulation or the existing requirements of, or new requirements being imposed by, the South African Reserve Bank, the Financial Services Board or other regulatory authority (whether or not having the force of law) which results in an increase in the Bank’s cost of funding, maintaining or making available loan facilities to borrowers of the Bank or reduces the effective return to the Bank from such loan facilities, then the Bank will deduct such sum as may be certified by the Bank as being necessary to compensate for such increased cost or such reduction.

indemnities

The Counterparty indemnifies the Bank for any cost, expense, loss or liability suffered or incurred by the Bank in consequence of:

any default or delay by the Counterparty in the payment of any amount when due in respect of the Product Agreement, and/or

the occurrence or continuance of any Event of Default,

including, without limitation, any loss (including loss of margin), expense or liability sustained or incurred by the Bank in any such event in liquidating or re-deploying funds acquired or committed to fund, make available or maintain the Product (or any part of it) or in liquidating or varying transactions entered into in order to match, hedge or fund the Product or any part of it and will also extend to interest, fees and expenses paid or payable by the Bank on account of any funds borrowed in order to fund any unpaid amount arising as a result of non-payment by the Counterparty of any amount due from it under the Product Agreement.

The Bank may make or attempt to make arrangements from time to time such as hedging or swap arrangements to ensure the payment by it of all or part of the sums contemplated by the Product Agreement or the financial equivalent.

In calculating the amounts payable pursuant to Clause 16.1 (Indemnity), the Bank may:

refer from time to time to any agreement or agreements to which it is a party providing for transactions which are substantially the reverse of or which hedge or fund in whole or in part the transactions contemplated in the Product Agreement; and

take all reasonable steps to make arrangements to avoid, mitigate or reduce the losses or the risk of losses which, in the opinion of the Bank, might otherwise arise from termination of any such arrangements; and losses arising from them will be treated as losses incurred as a result of the matters referred to in Clause 16.1 (Indemnities) after taking into account, as far as appropriate, the discharge or reduction of the obligations of the Bank and other such factors as the Bank will reasonably determine to be relevant.

Notifications binding

All notifications or determinations given or made by the Bank will be conclusive and binding on the Counterparty, except in the case of manifest error.

certificates and determinations

Any certification or determination by an authorised employee of the Bank, whose appointment or authority need not be proven, of a rate or amount under any Product Agreement is, in the absence of manifest error, prima facie (on the face of it) evidence of the matters to which it relates.

remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of the Bank, any right or remedy under the Product Agreement will operate as a waiver, nor will any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in a Product Agreement are cumulative and not exclusive of any rights or remedies provided by law.

OUTRIGHT cession

Subject to the provisions of clause 21, the Counterparty may not cede, delegate or transfer any of its rights or obligations in respect of any Product, in whole or in part, without first obtaining the written consent of the Bank.

The Bank may cede, delegate or transfer any of its rights or obligations in respect of the Product Agreement, in whole or in part, to any person or persons and may disclose to any actual or prospective cessionary or transferee. The Counterparty consents to any splitting of claims which may arise as a consequence of any such cession, delegation or transfer by the Bank.

SECONDARY MARKETS - NOVATION

Subject to the remaining provisions of the Product Agreement, a party (“the Transferor”) may transfer a Product to another person (“the Transferee”) against receipt of consideration or in terms of any other legal agreement between the Transferor and the Transferee creating the legal obligation to make such transfer,

If the proposed Transferor is the Counterparty, it must, prior to entering into any agreement between it and the proposed Transferee that creates the legal obligation to transfer the Product from the proposed Transferor to the proposed Transferee:

approach the Bank (“the Remaining Party” in this instance) about the proposed transfer to the proposed Transferee;

if the Bank (in its sole discretion) is amenable to the proposed transfer, provide the Bank (as the Remaining Party) with all the particulars required by the Bank in order to enable the Bank to enable the Bank to formally and officially accept the proposed Transferee as customer of the Bank and as a Counterparty (or Depositor) in respect of the Product to be transferred;

receive written approval from the Bank that the proposed Transferee has been formally and officially accept as customer of the Bank and as a Counterparty (or Depositor) in respect of the Product to be transferred to such Transferee.

Following the receipt of the approval referred to above, the Transferor may transfer the Product to the Transferee by way of novation. In terms of the novation agreement the Bank will be the Remaining Party.

Upon completion of the novation agreement, the Transferor will have transferred all its rights, liabilities, duties and obligations under the relevant Product Agreement in respect of the Product it governs to the Transferee who would have accepted all these rights, liabilities, duties and obligations as if it has entered into the relevant Product Agreement in respect the Product which it governs with the Bank as the Remaining Party.

Following the completion of the novation agreement:

the Remaining Party and the Transferor are each released and discharged from further obligations to each other with respect to the Product Agreement which existed between them in respect of the Product prior to the completion of the novation agreement and their respective rights against each other under the Product Agreement will be cancelled, provided that such release and discharge will not affect any rights, liabilities or obligations of the Remaining Party and/or the Transferor with respect to payments or other obligations due and payable or due to be performed on or prior to the completion of the novation agreement, and all such payments and obligations will be paid or performed by the Remaining Party or the Transferor in accordance with the terms of the relevant Product Agreement;

the Remaining Party and the Transferee each undertakes liabilities and obligations towards the other and acquires rights against each other identical in their terms to the corresponding Product Agreement in respect the Product which it governs as if the Transferee were the Transferor and with the Bank remaining the Remaining Party, save for any rights, liabilities or obligations of the Remaining Party or the Transferor with respect to payments or other obligations due and payable or due to be performed on or prior to the completion of the novation agreement.

In respect of the novated Product Agreement and the resultant transfer of the Product governed by such Product Agreement, the Bank will issue:

a Confirmation to the Transferor confirming the novation of the Product Agreement and the transfer of the Product to the Transferee, which Confirmation may contain other information applicable to the relevant novation agreement and/or transfer; and

a Confirmation to the Transferee confirming the novation of the Product Agreement and the transfer of the Product from the Transferor, which Confirmation may contain other information applicable to the relevant novation agreement and/or transfer.

Provided that any failure on the part of the Bank to issue such Confirmations will not affect the rights and obligations of the Transferor, the Transferee and the Remaining Party pursuant to the novation of the Product Agreement and the transfer of the Product. Representations and Warranties.

On the date and at the time of the novation of the Product Agreement and the transfer of the Product to the Transferee pursuant thereto, the Transferee is deemed to have made and given respectively all the representations, warranties and undertakings contained in the Product Agreement governing the Product that has been transferred to the Transferee pursuant to the novation agreement.

In respect of such novation and transfer, each of the Transferor and the Transferee represents to each other and the Remaining Party:

it is acting for its own account, and it has made its own independent decisions to enter into the novation agreement and as to whether the novation of the Product Agreement and the transfer of the Product is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other parties as investment advice or as a recommendation to enter into the novation agreement; it being understood that information and explanations related to the terms and conditions of the novation of the Product Agreement and the transfer of the Product are not considered investment advice or a recommendation to enter into the novation agreement and/or the transfer of the Product. No communication (written or oral) received from any of the other parties is deemed to be an assurance or guarantee as to the expected results of the novation of the Product Agreement or the transfer of the Product pursuant thereto;

it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Novation Agreement. It is also capable of assuming, and assumes, the risks of this Novation Agreement;

it is not acting as a fiduciary for or an advisor to anyone of the other parties in respect of this Novation Agreement; and

it has both the capacity and the authority to enter into this Novation Agreement.

The Transferor makes no representation or warranty and does not assume any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of any New Transaction or any documents relating thereto and assumes no responsibility for the condition, financial or otherwise, of the Remaining Party, the Transferee or any other person or for the performance and observance by the Remaining Party, the Transferee or any other person of any of its obligations under any New Transaction or any document relating thereto and any and all such conditions and warranties, whether express or implied by law or otherwise, are hereby excluded.

SECURITY CESSION - CESSION IN SECURITatem debiti and pledge

Recordal in respect of the Security Cession

Counterparty (as the Cedent) and the Bank (as the Cessionary) have entered into and may from time to time enter into one or more transactions, including, but not limited to, loan transactions in terms whereof the Counterparty may incur liabilities to the Bank.

In respect of such liabilities (herein after referred to as the Secured Obligations) the Bank requires from the Counterparty real security for the Secured Obligations that have arisen or may arise as a result of the transactions referred to above.

The Counterparty (as the Cedent) has undertaken to cede in securitatem debiti and pledge the Cedent’s Pledged Bank Account and/or the Ceded and Pledged Rights to the Bank (as the Cessionary) as real security for and in respect of the Secured Obligations.

Cession in securitatem debiti and pledge

As of the Effective Date of such Security Cession, the Counterparty (as the Cedent) hereby cedes in securitatem debiti (in the nature of a pledge) and pledges the Cedent’s Pledged Bank Account and/or its Ceded and Pledged Rights in favour of and to the Bank (as the Cessionary) as continuing general covering collateral security for the due, proper and timely performance and discharge in full of the Secured Obligations by the Cedent, on the terms and conditions set out in these Standard Terms.

As of the Effective Date of such Security Cession, the Cessionary accepts the cession in securitatem debiti and the pledge of the Cedent’s Pledged Bank Account and/or the Ceded and Pledged Rights referred to above on the terms and conditions set out in this Agreement.

The cession in securitatem debiti and pledge contemplated by this Agreement is intended to operate as a cession and pledge of each part of and all of the Ceded and Pledged Rights, individually and collectively.

The cession in securitatem debiti in this clause will be in the nature of a pledge of the Ceded and Pledged Rights to the Cessionary and not as an out-and-out cession and/or outright transfer of the Ceded and Pledged Rights to the Cessionary.

The cession in securitatem debiti and pledge in this clause will only terminate:

on the date on which the Cedent has actually discharged in full all of the Secured Obligations; or

on such other date as the Cessionary chooses to voluntary terminate the Cession and Pledge

In particular, this Agreement and the cession and pledge will not terminate by reason solely of the fact that there may at any time be reduced obligations or debts owing by the Cedent under the Secured Obligations.

Mandate

As of the Effective Date until the date the Cession and Pledge terminates in accordance with this Agreement Counterparty (as the Cedent) hereby appoints ABSA CIB in rem suam with power of substitution to be its lawful attorney and agent, to:

instruct ABSA (the Cedent’s bank) in the Cessionary’s own favour, to at any time make or cancel entries in respect of the Cedent’s Pledged Bank Account regarding this Cession and Pledge; and

instruct the Cedent’s bank to transfer any cash amount required by the Cessionary as agreed between the Cedent and the Cessionary regarding the Cessionary’s exposure to the Cedent from time to time under the Can-Do Structures, from the Cedent’s Pledged Bank Account to a bank account of the Cessionary as and when required.

Continuing covering security

This Cession and Pledge is irrevocable and will operate as a continuing general covering security for the Secured Obligations of the Cedent. Neither the obligations of the Cedent herein contained nor the rights, powers and remedies conferred upon the Cessionary in respect thereof will be discharged, impaired or otherwise affected by:

the exercise by ABSA of any right of early termination (if any) in respect of the Can-Do Structures or the failure of ABSA to exercise any such right, power or remedy and/or the legal effectiveness of any such exercise;

any of the obligations of Counterparty under the Can-Do Structures or otherwise, being or becoming illegal, invalid, unenforceable or ineffective in any respect;

any intermediate discharge or settlement of, or fluctuation in the Secured Obligations, in which event this Cession and Pledge will operate as security for any indebtedness subsequently arising in favour of ABSA as the Cessionary;

Counterparty being legally prevented, including, without limitation, from making any payment or transfer contemplated as being made under the Can-Do Structures or otherwise;

Counterparty’s legal disability and/or any variation or amendment of, addition to or deletion from or cancellation or termination of any agreement or of any of the rights of ABSA against Counterparty;

any latitude, indulgence or extension of time which may be allowed, shown or granted or agreed to be allowed, shown or granted by ABSA as the Cessionary;]

any amendment to, or any variation, novation, waiver or release of any of Counterparty’s obligations in terms of the Can-Do Structures or otherwise with ABSA’s prior written approval;

the receipt by ABSA as the Cessionary of any dividend or benefit in any insolvency, liquidation or judicial management or any compromise or composition whether in terms of any statutory enforcement or the common law;

any failure to realise or to realise fully the value of any security taken for the obligations of the Counterparty to ABSA under the Can-Do Structures or otherwise; or

the release, discharge, exchange or substitution by ABSA as the Cessionary in whole or in part of any security and/or the release by ABSA as the Cessionary of Counterparty as the Cedent from some but not all of the obligations hereunder.

If any payment having the effect of reducing or discharging the liability of Counterparty under this Agreement is set aside or reversed or refunded for any reason, Counterparty as the Cedent will remain liable to ABSA as the Cessionary in terms of this Agreement for the discharge of the liability arising from or revived by the occurrence of any such event, even if it takes place after the termination of the Cedent’s liability in terms of this Agreement in other respects.

No withdrawal

Unless it will first have obtained the prior written consent of ABSA, Counterparty may not exercise any rights it may have, howsoever arising, to procure that any money from the Cedent’s Pledged Bank Account ceded in securitatem debiti and pledged in terms of this Agreement be withdrawn from the Cedent’s Pledged Bank Account.

No prejudice to security

Counterparty as the Cedent undertakes, to such extent as lies within its power, that it will do no act nor suffer any omission, and will permit no other person to do any act nor suffer any omission, which may have the effect of diminishing or adversely affecting the rights of ABSA as the Cessionary under this Agreement or the effectiveness of the cession in securitatem debiti and pledge contained herein.

Events of default

For purposes of this Agreement an Event of Default will occur if –

the Cedent breaches any material obligation imposed on it pursuant to this Agreement and such breach is not remedied within 5 (five) Business Days of receipt of written demand to do so; and/or

the Cedent fails to pay any amount that it due and owing to the Cessionary in respect of the Secured Obligations on any due date.

Rights and remedies of the cessionary

If an Event of Default has occurred and is continuing the Cessionary may without first obtaining an order of court:

sell by private treaty or public auction or otherwise dispose of or realise all or any of the Cedent’s Pledged Bank Account and/or the Ceded and Pledged Rights;

apply the full proceeds received in terms of Clause 22.8.1.1 in payment or reduction of the Cedent's total indebtedness to the Cessionary in respect of the Secured Obligations and also to defray out of the proceeds of such realisation all expenses and costs incurred in or arising out of the realisation of Cedent’s Pledged Bank Account and/or the Ceded and Pledged Rights;

collect, recover, receive, take up and/or exercise any interest, benefits and rights attaching to the Cedent’s Pledged Bank Account and/or the Ceded and Pledged Rights, as the case may be, and/or give valid and effectual receipts for any amounts received by the Cessionary in consequence of any such realisation (for which purpose the Cedent hereby irrevocably and in rem suam nominates, constitutes and appoints ABSA as the the Cessionary, acting through any of its managers or directors for the time being, to be the Cedent's lawful attorney and agent) and to apply the proceeds of all realisations effected by the Cessionary in terms hereof in accordance with Clauses 22.8.1.1 and 22.8.1.2.

If the Cessionary receives proceeds in an amount which exceeds the amount required for the purposes of discharging the Secured Obligations, the Cessionary will pay over such excess amount to the Cedent as soon as is commercially reasonably possible.

If the provisions of Clause 22.8.1 are in conflict with any applicable law, or are held to be unenforceable or invalid for any reason whatsoever, Clause 22.8.1 will, notwithstanding anything to the contrary contained herein be deemed to read that, the Cessionary will be entitled to deal with its rights arising out of this Cession and Pledge in such manner as is sanctioned or approved in terms of a court order.

The Cessionary may without in any way affecting the validity of this Cession and Pledge:

release and abandon any other form of security which it may have securing the Secured Obligations owed by the Cedent to the Cessionary (all such other forms of security, if any, the “other securities”); and/or

release other securities which it may hold in whole or in part; and/or

give time, compound, compromise or make any other arrangement in respect of the extent, amount, duration, reduction or postponement of liability to or with the Cedent; and/or

obtain any additional and/or other securities from the Cedent and/or from any other person whomsoever; and/or

allow or grant any latitude or indulgence to the Cedent and/or any other person who has furnished other securities.

The Cedent will at all reasonable times and on reasonable notice make available to the Cessionary all the Cedent’s books and records insofar as they are relevant to any legal proceedings which may be instituted by the Cessionary against the Cedent. Counterparty will perform every act necessary to assist ABSA in realising the Cedent’s Pledged Bank Account and/or the Ceded and Pledged Rights that have been ceded in securitatem debiti, including but not limited to giving the necessary instructions to the operator of the relevant banking system to transfer the Cedent’s Pledged Bank Account to ABSA. Counterparty irrevocably (for the duration of this Cession and Pledge) authorises ABSA to execute any document necessary to give effect to this clause and any provision related to this clause.

If any payment having the effect of reducing or discharging the liability of the Cedent under this Cession and Pledge is set aside or reversed or refunded for any reason, the Cedent will remain liable to the Cessionary in terms of this Cession and Pledge for the discharge of any obligation arising from or revived by the occurrence of such event, even if it takes place after the termination of the Cedent’s liability in terms of this Cession and Pledge.

Liability

The Cedent hereby absolves the Cessionary, its servants or agents, from all and any liability for any loss or damage which the Cedent sustains as a result of the valid exercise by the Cessionary of its rights under this Cession and Pledge, and particularly the realisation or transfer by the Cessionary of the said securities, negotiable instruments, documents or any of them, or the omission by the Cessionary to protect the Cedent’s interests therein in any way, or in respect of any rights attaching thereto, and the Cedent indemnifies the Cessionary, its servants and agents accordingly.

Certificate of indebtedness

A certificate signed by any one director or manager of the ABSA (whose appointment need not be proved) as to the existence of and the amount of any indebtedness due by Counterparty as the Cedent to ABSA as the Cessionary, that such amount is due and payable, the amount of interest accrued thereon and as to any other fact, matter or thing relating to the Cedent’s indebtedness to the Cessionary in terms of this Cession and Pledge, will be prima facie proof of the contents and correctness thereof for the purposes of provisional sentence, summary judgement or any other proceedings, will be valid as a liquid document for such purpose and will in addition, be prima facie proof for purposes of pleading or trial in any arbitration, application or action instituted by ABSA in respect of this Cession and Pledge.

Warranties

Counterparty hereby warrants, represents and undertakes, as the case may be, to and in favour of ABSA that:

it is the legal and beneficial owner of the Cedent’s Pledged Bank Account and/or the Ceded and Pledged Rights;

there is no existing cession and/or pledge of its right, title or interest in and to the Cedent’s Pledged Bank Account and/or the Ceded and Pledged Rights to any other person which is in force;

the Cedent’s Pledged Bank Account and/or the Ceded and Pledged Rights are not subject to any right of retention or other limitation or encumbrance of whatsoever nature and may be ceded in securitatem debiti and/or pledged by the Cedent in terms of this Agreement without any limitation;

no right of pre-emption or option exists or will (for as long as the Ceded and Pledged Rights are ceded in terms hereof) exist in respect of the Cedent’s Pledged Bank Account and/or the Ceded and Pledged Rights.

To the extent that the Cedent has ceded and/or pledged any of its right, title and interest in and to the Cedent’s Pledged Bank Account and/or the Ceded and Pledged Rights to any person prior to this Cession and Pledge, this Cession and Pledge will constitute a cession in securitatem debiti and pledge of the Cedent’s reversionary right, title and interest in and to the Cedent’s Pledged Bank Account and/or the Ceded and Pledged Rights.

Each of the representations, warranties and undertakings made and given by the Cedent in terms of this clause is material and will be deemed:

insofar as any of the warranties and/or undertakings is promissory and/or relates to a future event, to have been given as at the due date of fulfilment of the promise or on the happening of the event, as the case may be;

a separate warranty and in no way be limited to or restricted by inference from any other warranty, representation and/or undertaking.

The Cedent indemnifies the Cessionary against any loss or damage which may be suffered by the Cessionary arising from or in connection with a breach of any of the representations, warranties and/or undertakings hereby given.

sole agreement and amendments

In respect of a Product, the Product Agreement constitutes the sole record of the agreement between the Bank and the Counterparty regarding the subject matter thereof.

If in respect of an existing Product the Counterparty wishes to amend the terms of the Product Agreement governing the existing Product, on any Business Day the Counterparty may submit an amendment request to the Bank requesting the proposed amendment in respect of the relevant existing Product.

The Bank will either agree to such proposed amendment and provide the Counterparty with an amended quote for the specific existing Product for commencement on a specific amendment date or refuse the proposed amendment.

After receipt of the relevant proposed amendment quote, but on or before the time stipulated by the Bank for approval and/or acceptance of such amendment quote, the Counterparty (either in person or represented by a duly authorised member of the Counterparty’s trading desk) and the Bank (represented by a duly authorised member of the Bank’s sales or trading desks) will telephonically agree on the final terms of the proposed amendment that will be applicable to the relevant existing Product commencing on the agreed specified amendment date.

If the Counterparty and the Bank have agreed on the relevant Interest Rate as contemplated in Clause 23.4 above, the Counterparty (either in person or represented by a duly authorised member of the Counterparty’s trading desk) will provide the Bank (represented by a duly authorised member of the Bank’s sales or trading desks) with a telephonic or electronic acceptance of the amendment of the relevant existing Product.

In respect of the amendment of the existing Product, the relevant amendment of the Product Agreement comes into effect from and including the amendment date and amendment time as agreed between the Bank and the Counterparty.

The amended Product Agreement contains the amended terms of the relevant existing Product.

In respect of a Product, the Product Agreement and the successful amendment of such Product Agreement as contemplated above, the Bank will provide the Counterparty with a Confirmation confirming the amendment of the relevant terms of the Product Agreement governing the amendment of the relevant existing Product as contemplated above.

Set-off

The Bank may at any time after an Event of Default has occurred, without prior written notice to the Counterparty (and irrespective of any instructions to the contrary) apply any credit balance of the Counterparty in terms of a Product Agreement on any account or otherwise (or any amount paid to it by or on behalf of the Counterparty) in or towards the payment or discharge of any indebtedness due, owing or incurred to the Bank by the Counterparty. The Bank may use that credit balance (or amount) to buy any currency needed for that purpose. This right is without prejudice to any other rights the Bank may have in law.

Invalidity and forbearance

In respect of a Product, if any provision of any document relating to such Product is or becomes invalid or unenforceable to any extent, the remainder of that document will not be affected and each such provision will be valid and enforceable to the fullest extent permitted by law.

All rights, powers and privileges under the documents relating to the Product Agreement will continue in full force and effect, regardless of the Bank’s exercising, delaying in exercising or omitting to exercise any of them.

The rights and remedies of the Bank in respect of the Product Agreement are cumulative and not exclusive of any right or remedy provided by law.

independent advice

The Counterparty acknowledges that it has been free to secure independent legal and other advice as to the nature and effect of all of the provisions of the Product Agreement and that it has either taken such independent legal and other advice or dispensed with the necessity of doing so. Further the Counterparty acknowledges that all of the provisions of each Product Agreement and the restrictions therein contained are part of the overall intention of the parties in connection with the Product and the Product Agreement.

notices

Every notice, request or other communication will be:

in English;

in writing and delivered personally, electronically or by facsimile transmission;

deemed to have been received by the Counterparty , in the case of a letter when delivered personally or in the case of electronically or facsimile transmission, at the time of the transmission (provided that the date of transmission is not a Business Day it will be deemed to have been received at the opening of business on the next Business Day); and

sent: (i) to the Counterparty at the address set out in the Commercial Terms; and (ii) to the Bank at the address set out in the Commercial Terms or such other address in the Republic of South Africa as may be notified in writing by the relevant party to the other.

All communications to the Bank will be effective only on actual receipt by the Bank.

dOMICILIA

Each of the parties chooses its physical address provided in the Commercial Terms as its domicilium citandi et executandi at which documents in legal proceedings in connection with the relevant Product Agreement may be served.

Any party may by written notice to the other party change its domicilium from time to time to another address, not being a post office box or a poste restante, in the Republic of South Africa provided that any such change will only be effective on the fourteenth day after actual receipt of the notice in accordance with Clause 31 (Notices).

Governing law

The Product Agreement, and all non-contractual obligations arising out of or in connection with it are governed by the law of the Republic of South Africa and the parties to it (other than the Bank) each submit to the exclusive jurisdiction of the high courts of the Republic of South Africa.

This clause 29 is for the benefit of the Bank only. As a result, it does not prevent the Bank from taking proceedings relating to any dispute relating to the Product Agreement or the documents relating to the Product in other courts with jurisdiction. To the extent allowed by law the Bank may take concurrent proceedings in any number of jurisdictions.

ZAR Money Market Products Call Deposits Product Terms

PRODUCT TERMS: ZAR CALL DEPOSITS

1. DEFINITIONS

1.1 Unless the context indicates or requires otherwise, the words and phrases specified the ZAR Money Market Products Deposit Standard Terms have the same meanings when used in these Product Terms.

1.2 Unless the context indicates or requires otherwise, the words and phrases specified below have the meanings ascribed to them in these Product Terms and have the same meanings when used in the relevant Commercial Terms:

1.2.1 Adjusted Deposit Amount means in respect of a Call Deposit for which “Re-Investment of Interest” has been specified as applicable and confirmed in the Commercial Terms contained in the Confirmation of such Call Deposit:

1.2.1.1 in respect of the next Interest Period following the first or initial Interest Period, an amount determined and calculated by the Bank as the sum of (i) the initial Deposit Amount and (ii) the Interest accrued in respect of the initial Deposit Amount from and including the Deposit Date to and including the day preceding the first Business Day of the first Calendar Month following the Calendar Month in which the Deposit Date falls; and

1.2.1.2 in respect of each subsequent Interest Period an amount determined and calculated by the Bank as the sum of (i) the Adjusted Deposit Amount as at the commencement of the relevant Interest Period and (ii) the Interest accrued in respect of such Adjusted Deposit Amount from and including the first Business Day of the relevant Interest Period to and including the day preceding the first Business Day of the next Calendar Month comprising the next Interest Period.

1.2.2 Business Day Convention means in respect of a Call Deposit: “Following”, unless specifically otherwise agreed between the Bank and the Counterparty and confirmed in the Commercial Terms contained in the Confirmation of such Call Deposit.

1.2.3 Call Deposit means a Deposit made by the Counterparty with the Bank for a term that is not fixed and which the Counterparty can on any Business Day request repayment in accordance with the provisions of the Product Agreement governing the Call Deposit.

1.2.4 Day Count Convention means in respect of a Call Deposit: “Actual/365 (Fixed)”, unless specifically otherwise agreed between the Bank and the Counterparty and confirmed in the Commercial Terms contained in the Confirmation of such Call Deposit.

1.2.5 Interest Payment Date means, in respect of a Call Deposit and the Bank:

1.2.5.1 if the interest is not re-invested as specified in the relevant Commercial Terms of the relevant Call Deposit Confirmation, the first Business Day of each Calendar Month during the term of the relevant Call Deposit (such date being adjusted in accordance with the Business Day Convention); or

1.2.5.2 if the interest is re-invested as specified in the relevant Commercial Terms of the relevant Call Deposit, the date on which the Bank repays the Deposit Amount plus all accrued but unpaid Interest, or the Bank only repays part of the Deposit Amount plus all accrued but unpaid Interest or the Bank only repays part of the Deposit Amount plus a part of the accrued but unpaid Interest, in each case as agreed between the Bank and the Counterparty, and in each case such agreed payment date being subject to adjustment in accordance with the Business Day Convention.

1.2.6 Interest Period means, in respect of a Call Deposit and the Bank, the period of days commencing on and including the Deposit Date and ending on the day preceding the first Business Day of each Calendar Month or in respect of the final Interest Period, ending on the day preceding the Maturity Date of the relevant Call Deposit.

1.2.7 Interest Rate means, in respect of a Call Deposit,

1.2.7.1 if the Bank and the Counterparty have agreed on a fixed interest rate and “Fixed” is specified in the Commercial Terms of the relevant Call Deposit, the fixed interest rate specified as such in the Commercial Terms contained in the Confirmation of the relevant Call Deposit; or

1.2.7.2 if the Bank and the Counterparty have agreed on an adjustable interest rate and “Adjustable” is specified in the Commercial Terms contained in the Confirmation of the relevant Call Deposit, the interest rate adjusted by the Bank from time to time during the term of the relevant Call Deposit.

1.2.8 Maturity Date means, in respect of a Call Deposit, following the Counterparty informing the Bank that it wishes to withdraw the Call Deposit, the Business Day on which the Bank and the Counterparty have agreed that the Bank will make a repayment as contemplated in the Product Agreement of the relevant Call Deposit.

1.2.9 Standard Terms means, in respect of a Call Deposit, the ZAR Money Market Products Standard Terms as amended, supplemented or substituted from time to time.

2. INTERPRETATION

Unless the context indicates or requires otherwise, the provisions regarding the interpretation of terms and conditions contained in the Standard Terms have the same application in these Product Terms.

3. INTEREST AND PAYMENT OF INTEREST

3.1 In respect of a Call Deposit in respect of which “Re-Investment of Interest” is not specified in the relevant Commercial Terms as applicable and provided that the Bank and the Counterparty have not agreed that compounding will be applicable:

3.1.1 the Bank will determine and calculate Interest on the initial Deposit Amount at the Interest Rate specified in the Commercial Terms of the relevant Call Deposit and such Interest will accrue:

3.1.1.1 in respect of the first Interest Period, as of and including the Deposit Date of the Call Deposit until and including the day preceding the first Business Day of the first Calendar Month following the Calendar Month in which the Deposit Date falls;

3.1.1.2 in respect of each Interest Period after the first Interest Period, as of and including the first Business Day of the Calendar Month comprising such Interest Period until and including the day preceding the first Business Day of the next Calendar Month following such Calendar Month;

3.1.1.3 in respect of the final or last Interest Period, if the Maturity Date of the relevant Call Deposit does not fall on the first Business Day of a Calendar Month, such Interest will accrue as of and including the first Business Day of the Calendar Month in which the Maturity Date of the relevant Call Deposit falls until and including the day preceding the Maturity Date of the relevant Call Deposit; and

3.1.2 the Bank will:

3.1.2.1 during the term of the relevant Call Deposit pay to the Counterparty by electronic fund transfer into the Counterparty’s Nominated Account the Interest amount determined and calculated as in Clauses 3.1.1 and 3.1.1.2 above and which has accrued and is due and payable, on the first Business Day of each Calendar Month during the term of the relevant Call Deposit; and

3.1.2.2 in respect of the final or last Interest Period, if the Maturity Date of the relevant Call Deposit does not fall on the first Business Day of a Calendar Month, the Bank will pay to the Counterparty by electronic fund transfer into the Counterparty’s Nominated Account the Interest amount determined and calculated as in Clause 3.1.1.3 above and which has accrued and is due and payable, on the Maturity Date of the relevant Call Deposit.

3.2 In respect of a Call Deposit in respect of which “Re-Investment of Interest” is specified in the relevant Commercial Terms as applicable:

3.2.1 the Bank will determine and calculate Interest:

3.2.1.1 in respect of the first Interest Period, on the initial Deposit Amount at the Interest Rate specified in the Commercial Terms of the relevant Call Deposit and such Interest will accrue as of and including the Deposit Date of the Call Deposit until and including the day preceding the first Business Day of the first Calendar Month following the Calendar Month in which the Deposit Date falls;

3.2.1.2 in respect of each Interest Period after the first Interest Period, on relevant Adjusted Deposit Amount at the Interest Rate specified in the Commercial Terms of the relevant Call Deposit and such Interest will accrue as of and including the first Business Day of the Calendar Month comprising such Interest Period until and including the day preceding the first Business Day of the next Calendar Month following such Calendar Month;

3.2.1.3 in respect of the final or last Interest Period, if the Maturity Date of the relevant Call Deposit does not fall on the first Business Day of a Calendar Month, on the Adjusted Deposit Amount at the Interest Rate specified in the Commercial Terms of the relevant Call Deposit and such Interest will accrue such Interest will accrue as of and including the first Business Day of the Calendar Month in which the Maturity Date of the relevant Call Deposit falls until and including the day preceding the Maturity Date of the relevant Call Deposit; and

3.2.2 the Bank will:

3.2.2.1 during the term of the relevant Call Deposit make no Interest Payments to the Counterparty; and

3.2.2.2 in respect of the final or last Interest Period, pay to the Counterparty by electronic fund transfer into the Counterparty’s Nominated Account the Interest amount determined and calculated as in Clause 3.2.1.3 above and which has accrued and is due and payable, on the Maturity Date of the relevant Call Deposit.

4. REPAYMENT OF DEPOSIT AMOUNT

In respect of a Call Deposit the Bank will pay to the Counterparty by electronic fund transfer into the Counterparty’s Nominated Account the Deposit Amount which is due and payable, on the Maturity Date, subject to adjustment in accordance with the Business Day Convention.

ZAR Money Market Products 32 Days Notice Call Deposits Product Terms

PRODUCT TERMS: ZAR 32 DAYS NOTICE CALL DEPOSITS

Definitions

Unless the context indicates or requires otherwise, the words and phrases specified in the ZAR Money Market Products Deposit Standard Terms have the same meanings when used in these Product Terms.

Unless the context indicates or requires otherwise, the words and phrases specified below have the meanings ascribed to them in these Product Terms in respect of the 32 Days Notice Call Deposit Product and have the same meanings when used in the relevant Commercial Terms:

32 Days Notice Call Deposit means a Deposit made by the Counterparty with the Bank for a Term that is not fixed and which the Counterparty can on 32 (thirty two) days’ notice to the Bank request repayment of the full Deposit Amount or a part or portion of the Deposit Amount in terms of and in accordance with these Product Terms.

Adjusted Deposit Amount means in respect of a 32 Days Notice Call Deposit for which “Re-Investment of Interest” has been specified as applicable and confirmed in the Commercial Terms contained in the Confirmation of such 32 Days Notice Call Deposit:

in respect of the next Interest Period following the first or initial Interest Period, an amount determined and calculated by the Bank as the sum of (i) the initial Deposit Amount and (ii) the Interest accrued in respect of the initial Deposit Amount from and including the Deposit Date to and including the day preceding the first Business Day of the first Calendar Month following the Calendar Month in which the Deposit Date falls; and

in respect of each subsequent Interest Period an amount determined and calculated by the Bank as the sum of (i) the relevant Adjusted Deposit Amount as at the commencement of the relevant Interest Period and (ii) the Interest accrued in respect of such Adjusted Deposit Amount from and including the first Business Day of the relevant Interest Period to and including the day preceding the first Business Day of the next Calendar Month comprising the next Interest Period.

Business Day Convention means in respect of a 32 Days Notice Call Deposit and a Final Deposit, as the case may be, “Following”, unless specifically otherwise agreed between the Bank and the Counterparty and confirmed in the Commercial Terms contained in the Confirmation of such 32 Days Notice Call Deposit or Final Deposit.

Day Count Convention means in respect of a 32 Days Notice Call Deposit and a Final Deposit, as the case may be, “Actual/365 (Fixed)”, unless specifically otherwise agreed between the Bank and the Counterparty and confirmed in the Commercial Terms contained in the Confirmation of such 32 Days Notice Call Deposit or Final Deposit.

Deposit Amount means:

in respect of a 32 Days Notice Call Deposit, for which “Re-Investment of Interest” has not been specified as applicable and confirmed in the Commercial Terms contained in the Confirmation of such 32 Days Notice Call Deposit, the initial Deposit Amount (or Cash Amount) which the Counterparty has actually paid to the Bank for the purposes of investing the amount in the relevant 32 Days Notice Call Deposit, and

in respect of a 32 Days Notice Call Deposit, for which “Re-Investment of Interest” has been specified as applicable and confirmed in the Commercial Terms contained in the Confirmation of such 32 Days Notice Call Deposit, on the Deposit Date, the initial Deposit Amount (or Cash Amount) which the Counterparty has actually paid to the Bank for the purposes of investing the amount in the relevant 32 Days Notice Call Deposit, and thereafter, the relevant Adjusted Deposit Amount as at the date and time of determination of the amount, and

in respect of a Final Deposit, if the related 32 Days Notice Call Deposit is terminated in terms of these Product Terms in full, the Deposit Amount for the Final Deposit will be equal to the initial Deposit Amount or the relevant Adjusted Deposit Amount, as the case may be, referred to above, however, if only a portion or a part of the related 32 Days Notice Deposit is terminated in terms of these Product Terms, the Deposit Amount for such partial Final Deposit will be equal to the portion or part of the initial Deposit Amount or the relevant Adjusted Deposit Amount, as the case may be, which the Counterparty notified the Bank to terminate on 32 (thirty two) days’ notice in terms of and in accordance with these Product Terms.

Deposit Date means:

in respect of a 32 Days Notice Call Deposit, the date on which the Counterparty’s payment of the initial Deposit Amount of such 32 Days Notice Call Deposit is actually cleared by the Bank, and

in respect of a Final Deposit, the Termination Notice Date (or Maturity Date) of the related 32 Days Notice Call Deposit if such Deposit is terminated in full or, in respect of a partial termination, the Termination Notice Date in respect of the relevant part or portion of the related 32 Days Notice Call Deposit in respect of which the Counterparty has given notice to terminate in terms of and in accordance with these Product Terms.

Final Deposit means in respect of a 32 Days Notice Call Deposit that has been fully or partially terminated in terms of and in accordance with the provisions of these Product Terms, the related final deposit of the relevant Deposit Amount made by the Counterparty with the Bank for a fixed period of 32 (thirty two) days (or more, if the Maturity Date of the relevant Final Deposit is subject to adjustment in accordance with the Following Business Day Convention).

Interest Amount means the amount of Interest payable by the Bank to the Counterparty on the relevant Interest Payment Date, which amount will be determined and calculated by the Bank in accordance with the following formula:

"IA"="DA*" ("IR" +/- "S" )"*" ("d" /"365" )

Where:

“IA” means the relevant Interest Amount to be calculated;

“DA” means the relevant Deposit Amount (which may be the initial Deposit Amount, the Adjusted Deposit Amount, or the relevant part or portion of the initial Deposit Amount or Adjusted Deposit Amount in the event of a termination, as the case may be);

“IR” means the relevant Interest Rate as notified to the Counterparty in respect of the relevant Product;

“+ / - “ means “plus or minus” as specified in the relevant Confirmation of the relevant Product;

“S” means the Spread as notified to the Counterparty in respect of the relevant Product;

“d” means the number of days comprising the relevant Interest Period; and

“*” means “multiplied by”.

Interest Payment Date means,

in respect of a 32 Days Notice Call Deposit:

for which “Re-Investment of Interest” has not been specified as applicable, the first Business Day of each Calendar Month during the Term of the relevant 32 Days Notice Call Deposit (such Interest Payment Date being subject to adjustment in accordance with the Following Business Day Convention), and if the 32 Days Notice Call Deposit is terminated in full or in part, the first Business Day of the Calendar Month following the Calendar Month within which the relevant Termination Notice Date falls; or

for which “Re-Investment of Interest” has been specified as applicable, the date on which (i) in the case of a full termination, the Bank repays the full Adjusted Deposit Amount plus all accrued but unpaid Interest, or (ii) in the case of a partial termination, the Bank repays only a part or portion of the Adjusted Deposit Amount plus all accrued but unpaid Interest related to that part or portion of the Adjusted Deposit Amount such Interest Payment Date being subject to adjustment in accordance with the Following Business Day Convention); and

in respect of a Final Deposit, the Maturity Date of such Final Deposit (such Interest Payment Date being subject to adjustment in accordance with the Following Business Day Convention).

Interest Period means:

in respect of a 32 Days Notice Call Deposit or, if a 32 Days Notice Call Deposit has been partially terminated, in respect of the remaining part or portion of such 32 Days Notice Call Deposit, the period of days commencing on, and including, the Deposit Date and ending on the day preceding the next following Interest Payment Date or in respect of the final Interest Period, ending on the day preceding the Maturity Date of the relevant 32 Days Notice Call Deposit or remaining part or portion of such 32 Days Notice Call Deposit, as the case may be, and

in respect of a Final Deposit, the period of days commencing on and including the Deposit Date of the Final Deposit and ending on the day preceding the Maturity Date of the relevant Final Deposit.

Interest Rate means, in respect of a 32 Days Notice Call Deposit and a Final Deposit,

if the Bank and the Counterparty have agreed on a fixed interest rate and “Fixed” is specified in the Commercial Terms of the relevant 32 Days Notice Call Deposit or Final Deposit, as the case may be, the fixed interest rate specified as such in the Commercial Terms contained in the Confirmation of the relevant 32 Days Notice Call Deposit or Final Deposit, as the case may be; or

if the Bank and the Counterparty have agreed on an adjustable interest rate and “Adjustable” is specified in the Commercial Terms contained in the Confirmation of the relevant 32 Days Notice Call Deposit of Final Deposit, as the case may be, the specified interest rate as adjusted from time to time during the term of the relevant 32 Days Notice Call Deposit or Final Deposit, as the case may be.

Maturity Date means:

in respect of a 32 Days Notice Call Deposit or the relevant portion or part of the 32 Days Notice Call Deposit, following the Counterparty informing the Bank on the Termination Notice Date that it wishes to withdraw the Deposit Amount in full or in part, the Maturity Date in respect of such full 32 Days Notice Call Deposit or the relevant part or portion of the 32 Days Notice Call Deposit means “the Termination Notice Date”, and

in respect of a Final Deposit, the 33rd (thirty third) day following the Termination Notice Date in respect of the related 32 Days Notice Call Deposit, such Maturity Date being subject to adjustment in accordance with the Following Business Day Convention.

Prime Rate, if specified as the applicable Adjustable Rate or Floating Rate, means in respect of each day during the term of the relevant 32 Days Notice Call Deposit or the relevant Final Deposit, as the case may be, the rate for deposits in South African Rand (ZAR) which appears on the Reuters Screen SAFEY Page under the caption “SFX PRIME RATE” (SAFEX Code: S3Y and RIC:

) as of 10.00 a.m., Johannesburg time, on that day. If such rate does not appear on the specified Reuters Screen SAFEY Page, the interest rate for that day will be determined as if the parties had specified that the rate will the rate which appears on the Bloomberg Ticker “SABROR Index” (BBGID: BBG002SBDLB7) as of 10.00 a.m., Johannesburg time, on that day. If such rate does not appear on this specified Bloomberg Ticker, the rate for that day will be determined as if the parties had specified “ZAR-Prime-Reference Banks” as the applicable rate.

Reference Banks” means the 4 (four) major banks in the Republic of South Africa.

Standard Terms means, in respect of a 32 Days Notice Call Deposit and a Final Deposit, the ZAR Money Market Products Standard Terms as amended, supplemented or substituted from time to time.

Termination Notice Date means any Business Day on which the Depositor informs the Bank that it wishes to terminate the relevant 32 Days Notice Call Deposit in full or in part.

ZAR-Prime Reference Banks means the rate for a day determined on the basis of prime interest rate for South African Rand quoted by the Reference Banks at approximately 10.00 a.m. Johannesburg time, on that day. The Bank will request the principal Johannesburg office of each of the Reference Banks to provide a quotation of its prime interest rate. If at least two quotations are provided, the rate for that day will be the arithmetic mean of the quotations. If fewer than two quotations are provided, the rate for that day will be determined by the Bank, using a representative rate.

interpretation

Unless the context indicates or requires otherwise, the provisions regarding the interpretation of terms and conditions contained in the Standard Terms have the same application in these Product Terms.

interest AND PAYMENT OF INTEREST

In respect of a 32 Days Notice Call Deposit in respect of which “Re-Investment of Interest” is not specified in the relevant Commercial Terms as applicable and provided that the Bank and the Counterparty have not agreed that compounding will be applicable:

the Bank will determine and calculate Interest on the initial Deposit Amount at the Interest Rate specified in the Commercial Terms of the relevant 32 Days Notice Call Deposit and such Interest will accrue:

in respect of the first Interest Period, as of and including the Deposit Date of the relevant 32 Days Notice Call Deposit until, but excluding the first Interest Payment Date;

in respect of each Interest Period subsequent to the first Interest Period, as of and including the Interest Payment Date of the preceding Interest Period until, but excluding, the next following Interest Payment Date;

in respect of the final or last Interest Period, as of and including the Interest Payment Date of the preceding Interest Period until, but excluding the first Business Day of the Calendar Month in which Maturity Date of the relevant 32 Days Notice Call Deposit or part thereof falls; and

the Bank will subject to the provisions of the Product Agreement, during the Term of the relevant 32 Days Notice Call Deposit pay to the Counterparty by electronic fund transfer into the Counterparty’s Nominated Account the Interest Amount determined and calculated as specified above and which has accrued and is due and payable, on the relevant Interest Payment Date.

In respect of a 32 Days Notice Call Deposit in respect of which “Re-Investment of Interest” is specified in the relevant Commercial Terms as applicable:

the Bank will determine and calculate Interest:

in respect of the first Interest Period, on the initial Deposit Amount at the Interest Rate specified in the Commercial Terms of the relevant 32 Days Notice Call Deposit and such Interest will accrue as of and including the Deposit Date of the 32 Days Notice Call Deposit until and including the day preceding the first Business Day of the first Calendar Month following the Calendar Month in which the Deposit Date falls;

in respect of each Interest Period after the first Interest Period, on relevant Adjusted Deposit Amount at the Interest Rate specified in the Commercial Terms of the relevant 32 Days Notice Call Deposit and such Interest will accrue as of and including the first Business Day of the Calendar Month comprising such Interest Period until and including the day preceding the first Business Day of the next Calendar Month following such Calendar Month;

in respect of the final or last Interest Period, if the Maturity Date of the relevant 32 Days Notice Call Deposit does not fall on the first Business Day of a Calendar Month, on the Adjusted Deposit Amount at the Interest Rate specified in the Commercial Terms of the relevant 32 Days Notice Call Deposit and such Interest will accrue such Interest will accrue as of and including the first Business Day of the Calendar Month in which the Maturity Date of the relevant 32 Days Notice Call Deposit falls until and including the day preceding the Maturity Date of the relevant 32 Days Notice Call Deposit; and

the Bank will:

during the term of the relevant 32 Days Notice Call Deposit make no Interest Payments to the Counterparty; and

in respect of the final or last Interest Period, pay to the Counterparty by electronic fund transfer into the Counterparty’s Nominated Account the Interest amount determined and calculated as specified above and which has accrued and is due and payable, on the Maturity Date of the relevant 32 Days Notice Call Deposit.

termination by depositor with 32 Days’ notice

The Depositor may terminate any 32 Days Notice Call Deposit or any part or portion of a 32 Days Notice Call Deposit by giving at least 32 (thirty two) calendar days’ prior notice to the Bank. Such notice may only be given by the Depositor to the Bank on a Business Day, such date being the Termination Notice Date in respect of the relevant 32 Days Notice Call Deposit or the relevant part or portion of the 32 Days Notice Call Deposit.

Upon the actual receipt of the termination notice by the Bank on the Termination Notice Date, the Bank will terminate the relevant 32 Days Notice Call Deposit in full or in part, as the case may be, on the Business Day on which the Bank actually receives the termination notice i.e. the Termination Notice Date.

On the Termination Notice Date the Bank will transfer the initial Deposit Amount or the relevant part or portion of the initial Deposit Amount, as the case may be, into the related Final Deposit. The amount so transferred will form the Deposit Amount of the relevant Final Deposit.

THE FINAL DEPOSIT

The relevant Final Deposit will commence upon the Termination Notice Date of the related 32 Days Notice Call Deposit or the relevant part or portion of the 32 Days Notice Call Deposit, which date will simultaneously be the Deposit Date of such Final Deposit.

The Interest Rate for the related Final Deposit will be the rate specified as such in the Confirmation confirming the relevant Final Deposit.

The Bank will determine and calculate Interest in respect of the Interest Period, on the Deposit Amount of the Final Deposit at the Interest Rate specified in the Commercial Terms of the Final Deposit and such Interest will accrue as of and including the Deposit Date of the Final Deposit until and including the day preceding the Maturity Date of the Final Deposit.

Subject to the terms of the Product Agreement, the Bank will pay the Interest Amount, as determined and calculated above, to the Counterparty on the Maturity Date of the Final Deposit.

Subject to the terms of the Product Agreement, the Bank will pay the Deposit Amount of the Final Deposit to the Counterparty on the Maturity Date of the Final Deposit.

ZAR Money Market Products 7 Days Notice Fixed Term Deposits Product Terms

PRODUCT TERMS: ZAR 7 DAYS NOTICE FIXED TERM DEPOSITS

Definitions

Unless the context indicates or requires otherwise, the words and phrases specified in the ZAR Money Market Products Deposit Standard Terms have the same meanings when used in these Product Terms.

Unless the context indicates or requires otherwise, the words and phrases specified below have the meanings ascribed to them in these Product Terms in respect of the 7 Days Notice Fixed Term Deposit Product and have the same meanings when used in the relevant Commercial Terms:

7 Days Notice Fixed Term Deposit means a Deposit made by the Counterparty with the Bank for a Term that is fixed and which the Counterparty can on 7 (seven) days’ notice to the Bank request repayment of the full Deposit Amount in terms of and in accordance with these Product Terms.

Adjusted Deposit Amount means in respect of a 7 Days Notice Fixed Term Deposit for which “Re-Investment of Interest” has been specified as applicable and confirmed in the Commercial Terms contained in the Confirmation of such 7 Days Notice Fixed Term Deposit:

in respect of the next Interest Period following the first or initial Interest Period, an amount determined and calculated by the Bank as the sum of (i) the initial Deposit Amount and (ii) the Interest accrued in respect of the initial Deposit Amount from and including the Deposit Date to and including the day preceding the first Business Day of the first Calendar Month following the Calendar Month in which the Deposit Date falls; and

in respect of each subsequent Interest Period an amount determined and calculated by the Bank as the sum of (i) the relevant Adjusted Deposit Amount as at the commencement of the relevant Interest Period and (ii) the Interest accrued in respect of such Adjusted Deposit Amount from and including the first Business Day of the relevant Interest Period to and including the day preceding the first Business Day of the next Calendar Month comprising the next Interest Period.

Business Day Convention means in respect of a 7 Days Notice Fixed Term Deposit and a Final Deposit, as the case may be, “Following”, unless specifically otherwise agreed between the Bank and the Counterparty and confirmed in the Commercial Terms contained in the Confirmation of such 7 Days Notice Fixed Term Deposit or Final Deposit.

Day Count Convention means in respect of a 7 Days Notice Fixed Term Deposit and a Final Deposit, as the case may be, “Actual/365 (Fixed)”, unless specifically otherwise agreed between the Bank and the Counterparty and confirmed in the Commercial Terms contained in the Confirmation of such 7 Days Notice Fixed Term Deposit or Final Deposit.

Deposit Amount means:

in respect of a 7 Days Notice Fixed Term Deposit, for which “Re-Investment of Interest” has not been specified as applicable and confirmed in the Commercial Terms contained in the Confirmation of such 7 Days Notice Fixed Term Deposit, the initial Deposit Amount (or Cash Amount) which the Counterparty has actually paid to the Bank for the purposes of investing the amount in the relevant 7 Days Notice Fixed Term Deposit, and

in respect of a 7 Days Notice Fixed Term Deposit, for which “Re-Investment of Interest” has been specified as applicable and confirmed in the Commercial Terms contained in the Confirmation of such 7 Days Notice Fixed Term Deposit, on the Deposit Date, the initial Deposit Amount (or Cash Amount) which the Counterparty has actually paid to the Bank for the purposes of investing the amount in the relevant 7 Days Notice Fixed Term Deposit, and thereafter, the relevant Adjusted Deposit Amount as at the date and time of determination of the amount, and

in respect of a Final Deposit, if the related 7 Days Notice Fixed Term Deposit is terminated in terms of these Product Terms in full, the Deposit Amount for the Final Deposit will be equal to the initial Deposit Amount or the relevant Adjusted Deposit Amount, as the case may be, referred to above.

Deposit Date means:

in respect of a 7 Days Notice Fixed Term Deposit, the date on which the Counterparty’s payment of the initial Deposit Amount of such 7 Days Notice Fixed Term Deposit is actually cleared by the Bank, and

in respect of a Final Deposit, the Termination Notice Date (or Maturity Date) of the related 7 Days Notice Fixed Term Deposit if such Deposit is terminated in full.

Final Deposit means in respect of a 7 Days Notice Fixed Term Deposit that has been fully terminated in terms of and in accordance with the provisions of these Product Terms, the related final deposit of the relevant Deposit Amount made by the Counterparty with the Bank for a fixed period of 7 (seven) days (or more, if the Maturity Date of the relevant Final Deposit is subject to adjustment in accordance with the Following Business Day Convention).

Interest Amount means the amount of Interest payable by the Bank to the Counterparty on the relevant Interest Payment Date, which amount will be determined and calculated by the Bank in accordance with the following formula:

"IA"="DA*" ("IR" +/- "S" )"*" ("d" /"365" )

Where:

“IA” means the relevant Interest Amount to be calculated;

“DA” means the relevant Deposit Amount (which may be the initial Deposit Amount or the Adjusted Deposit Amount, as the case may be);

“IR” means the relevant Interest Rate specified in the relevant Confirmation of the relevant Product;

“+ / - “ means “plus or minus” as specified in the relevant Confirmation of the relevant Product;

“S” means the Spread as specified in the relevant Confirmation of the relevant Product;

“d” means the number of days comprising the relevant Interest Period; and

“*” means “multiplied by”.

Interest Payment Date means,

in respect of a 7 Days Notice Fixed Term Deposit:

for which “Re-Investment of Interest” has not been specified as applicable, the first Business Day of each Calendar Month during the Term of the relevant 7 Days Notice Fixed Term Deposit (such Interest Payment Date being subject to adjustment in accordance with the Following Business Day Convention), and if the 7 Days Notice Fixed Term Deposit is terminated in full, the first Business Day of the Calendar Month following the Calendar Month within which the relevant Termination Notice Date falls; or

for which “Re-Investment of Interest” has been specified as applicable, the Maturity Date or in the case of a full termination, the date on which the Bank repays the full Adjusted Deposit Amount plus all accrued but unpaid Interest, such Interest Payment Date being subject to adjustment in accordance with the Following Business Day Convention); and

in respect of a Final Deposit, the Maturity Date of such Final Deposit (such Interest Payment Date being subject to adjustment in accordance with the Following Business Day Convention).

Interest Period means:

in respect of a 7 Days Notice Fixed Term Deposit the period of days commencing on, and including, the Deposit Date and ending on the day preceding the next following Interest Payment Date or in respect of the final Interest Period, ending on the day preceding the Maturity Date of the relevant 7 Days Notice Fixed Term Deposit, and

in respect of a Final Deposit, the period of days commencing on and including the Deposit Date of the Final Deposit and ending on the day preceding the Maturity Date of the relevant Final Deposit.

Interest Rate means, in respect of a 7 Days Notice Fixed Term Deposit and a Final Deposit,

if the Bank and the Counterparty have agreed on a fixed interest rate and “Fixed” is specified in the Commercial Terms of the relevant 7 Days Notice Fixed Term Deposit or Final Deposit, as the case may be, the fixed interest rate specified as such in the Commercial Terms contained in the Confirmation of the relevant 7 Days Notice Fixed Term Deposit or Final Deposit, as the case may be; or

if the Bank and the Counterparty have agreed on an adjustable interest rate and “Adjustable” is specified in the Commercial Terms contained in the Confirmation of the relevant 7 Days Notice Fixed Term Deposit or Final Deposit, as the case may be, the specified interest rate as adjusted from time to time during the term of the relevant 7 Days Notice Fixed Term Deposit or Final Deposit, as the case may be.

Maturity Date means:

in respect of a 7 Days Notice Fixed Term Deposit the earlier of:

the date specified as the “Maturity Date” in the Confirmation; and

“the Termination Notice Date” in respect of a 7 Days Notice Fixed Term Deposit following the Counterparty informing the Bank on the Termination Notice Date that it wishes to withdraw the Deposit Amount in full, or

in respect of a Final Deposit, the 8th (eighth) day following the Termination Notice Date in respect of the related 7 Days Notice Fixed Term Deposit, such Maturity Date being subject to adjustment in accordance with the Following Business Day Convention.

Prime Rate, if specified as the applicable Adjustable Rate or Floating Rate, means in respect of each day during the term of the relevant 7 Days Notice Fixed Term Deposit or the relevant Final Deposit, as the case may be, the rate for deposits in South African Rand (ZAR) which appears on the Reuters Screen SAFEY Page under the caption “SFX PRIME RATE” (SAFEX Code: S3Y and RIC:

) as of 10.00 a.m., Johannesburg time, on that day. If such rate does not appear on the specified Reuters Screen SAFEY Page, the interest rate for that day will be determined as if the parties had specified that the rate will the rate which appears on the Bloomberg Ticker “SABROR Index” (BBGID: BBG002SBDLB7) as of 10.00 a.m., Johannesburg time, on that day. If such rate does not appear on this specified Bloomberg Ticker, the rate for that day will be determined as if the parties had specified “ZAR-Prime-Reference Banks” as the applicable rate.

Reference Banks” means the 4 (four) major banks in the Republic of South Africa.

Standard Terms means, in respect of a 7 Days Notice Fixed Term Deposit and a Final Deposit, the ZAR Money Market Products Standard Terms as amended, supplemented or substituted from time to time.

Termination Notice Date means any Business Day on which the Depositor informs the Bank that it wishes to terminate the relevant 7 Days Notice Fixed Term Deposit in full.

ZAR-Prime Reference Banks means the rate for a day determined on the basis of prime interest rate for South African Rand quoted by the Reference Banks at approximately 10.00 a.m. Johannesburg time, on that day. The Bank will request the principal Johannesburg office of each of the Reference Banks to provide a quotation of its prime interest rate. If at least two quotations are provided, the rate for that day will be the arithmetic mean of the quotations. If fewer than two quotations are provided, the rate for that day will be determined by the Bank, using a representative rate.

interpretation

Unless the context indicates or requires otherwise, the provisions regarding the interpretation of terms and conditions contained in the Standard Terms have the same application in these Product Terms.

interest AND PAYMENT OF INTEREST

In respect of a 7 Days Notice Fixed Term Deposit in respect of which “Re-Investment of Interest” is not specified in the relevant Commercial Terms as applicable and provided that the Bank and the Counterparty have not agreed that compounding will be applicable:

the Bank will determine and calculate Interest on the initial Deposit Amount at the Interest Rate specified in the Commercial Terms of the relevant 7 Days Notice Fixed Term Deposit and such Interest will accrue:

in respect of the first Interest Period, as of and including the Deposit Date of the relevant 7 Days Notice Fixed Term Deposit until, but excluding the first Interest Payment Date;

in respect of each Interest Period subsequent to the first Interest Period, as of and including the Interest Payment Date of the preceding Interest Period until, but excluding, the next following Interest Payment Date;

in respect of the final or last Interest Period, as of and including the Interest Payment Date of the preceding Interest Period until, but excluding the first Business Day of the Calendar Month in which Maturity Date of the relevant 7 Days Notice Fixed Term Deposit falls; and

the Bank will subject to the provisions of the Product Agreement, during the Term of the relevant 7 Days Notice Fixed Term Deposit pay to the Counterparty by electronic fund transfer into the Counterparty’s Nominated Account the Interest Amount determined and calculated as specified above and which has accrued and is due and payable, on the relevant Interest Payment Date.

In respect of a 7 Days Notice Fixed Term Deposit in respect of which “Re-Investment of Interest” is specified in the relevant Commercial Terms as applicable:

the Bank will determine and calculate Interest:

in respect of the first Interest Period, on the initial Deposit Amount at the Interest Rate specified in the Commercial Terms of the relevant 7 Days Notice Fixed Term Deposit and such Interest will accrue as of and including the Deposit Date of the 7 Days Notice Fixed Term Deposit until and including the day preceding the first Business Day of the first Calendar Month following the Calendar Month in which the Deposit Date falls;

in respect of each Interest Period after the first Interest Period, on the relevant Adjusted Deposit Amount at the Interest Rate specified in the Commercial Terms of the relevant 7 Days Notice Fixed Term Deposit and such Interest will accrue as of and including the first Business Day of the Calendar Month comprising such Interest Period until and including the day preceding the first Business Day of the next Calendar Month following such Calendar Month;

in respect of the final or last Interest Period, if the Maturity Date of the relevant 7 Days Notice Fixed Term Deposit does not fall on the first Business Day of a Calendar Month, on the Adjusted Deposit Amount at the Interest Rate specified in the Commercial Terms of the relevant 7 Days Notice Fixed Term Deposit and such Interest will accrue such Interest will accrue as of and including the first Business Day of the Calendar Month in which the Maturity Date of the relevant 7 Days Notice Fixed Term Deposit falls until and including the day preceding the Maturity Date of the relevant 7 Days Notice Fixed Term Deposit; and

the Bank will:

during the term of the relevant 7 Days Notice Fixed Term Deposit make no Interest Payments to the Counterparty; and

in respect of the final or last Interest Period, pay to the Counterparty by electronic fund transfer into the Counterparty’s Nominated Account the Interest amount determined and calculated as specified above and which has accrued and is due and payable, on the Maturity Date of the relevant 7 Days Notice Fixed Term Deposit.

termination by depositor with 7 Days’ notice

The Depositor may terminate any 7 Days Notice Fixed Term Deposit by giving at least 7 (seven) calendar days’ prior notice to the Bank. Such notice may only be given by the Depositor to the Bank on a Business Day, such date being the Termination Notice Date in respect of the relevant 7 Days Notice Fixed Term Deposit.

Upon the actual receipt of the termination notice by the Bank on the Termination Notice Date, the Bank will terminate the relevant 7 Days Notice Fixed Term Deposit in full on the Business Day on which the Bank actually receives the termination notice i.e. the Termination Notice Date.

On the Termination Notice Date the Bank will transfer and deposit the initial Deposit Amount or the relevant Adjusted Deposit Amount, as the case may be, into the related Final Deposit. The amount so transferred will form the Deposit Amount of the relevant Final Deposit.

THE FINAL DEPOSIT

The relevant Final Deposit will commence upon the Termination Notice Date of the related 7 Days Notice Fixed Term Deposit, which date will simultaneously be the Deposit Date of such Final Deposit.

The Interest Rate for the related Final Deposit will be the rate specified as such in the Confirmation confirming the relevant Final Deposit.

The Bank will determine and calculate Interest in respect of the Interest Period, on the Deposit Amount of the Final Deposit at the Interest Rate specified in the Commercial Terms of the Final Deposit and such Interest will accrue as of and including the Deposit Date of the Final Deposit until and including the day preceding the Maturity Date of the Final Deposit.

Subject to the terms of the Product Agreement, the Bank will pay the Interest Amount, as determined and calculated above, to the Counterparty on the Maturity Date of the Final Deposit.

Subject to the terms of the Product Agreement, the Bank will pay the Deposit Amount of the Final Deposit to the Counterparty on the Maturity Date of the Final Deposit.

ZAR Money Market Products 7 Days Notice Call Deposits Product Terms

PRODUCT TERMS: ZAR 7 DAYS NOTICE CALL DEPOSITS

Definitions

Unless the context indicates or requires otherwise, the words and phrases specified in the ZAR Money Market Products Deposit Standard Terms have the same meanings when used in these Product Terms.

Unless the context indicates or requires otherwise, the words and phrases specified below have the meanings ascribed to them in these Product Terms in respect of the 7 Days Notice Call Deposit Product and have the same meanings when used in the relevant Commercial Terms:

7 Days Notice Call Deposit means a Deposit made by the Counterparty with the Bank for a Term that is not fixed and which the Counterparty can on 7 (seven) days’ notice to the Bank request repayment of the full Deposit Amount or a part or portion of the Deposit Amount in terms of and in accordance with these Product Terms.

Adjusted Deposit Amount means in respect of a 7 Days Notice Call Deposit for which “Re-Investment of Interest” has been specified as applicable and confirmed in the Commercial Terms contained in the Confirmation of such 7 Days Notice Call Deposit:

in respect of the next Interest Period following the first or initial Interest Period, an amount determined and calculated by the Bank as the sum of (i) the initial Deposit Amount and (ii) the Interest accrued in respect of the initial Deposit Amount from and including the Deposit Date to and including the day preceding the first Business Day of the first Calendar Month following the Calendar Month in which the Deposit Date falls; and

in respect of each subsequent Interest Period an amount determined and calculated by the Bank as the sum of (i) the relevant Adjusted Deposit Amount as at the commencement of the relevant Interest Period and (ii) the Interest accrued in respect of such Adjusted Deposit Amount from and including the first Business Day of the relevant Interest Period to and including the day preceding the first Business Day of the next Calendar Month comprising the next Interest Period.

Business Day Convention means in respect of a 7 Days Notice Call Deposit and a Final Deposit, as the case may be, “Following”, unless specifically otherwise agreed between the Bank and the Counterparty and confirmed in the Commercial Terms contained in the Confirmation of such 7 Days Notice Call Deposit or Final Deposit.

Day Count Convention means in respect of a 7 Days Notice Call Deposit and a Final Deposit, as the case may be, “Actual/365 (Fixed)”, unless specifically otherwise agreed between the Bank and the Counterparty and confirmed in the Commercial Terms contained in the Confirmation of such 7 Days Notice Call Deposit or Final Deposit.

Deposit Amount means:

in respect of a 7 Days Notice Call Deposit, for which “Re-Investment of Interest” has not been specified as applicable and confirmed in the Commercial Terms contained in the Confirmation of such 7 Days Notice Call Deposit, the initial Deposit Amount (or Cash Amount) which the Counterparty has actually paid to the Bank for the purposes of investing the amount in the relevant 7 Days Notice Call Deposit, and

in respect of a 7 Days Notice Call Deposit, for which “Re-Investment of Interest” has been specified as applicable and confirmed in the Commercial Terms contained in the Confirmation of such 7 Days Notice Call Deposit, on the Deposit Date, the initial Deposit Amount (or Cash Amount) which the Counterparty has actually paid to the Bank for the purposes of investing the amount in the relevant 7 Days Notice Call Deposit, and thereafter, the relevant Adjusted Deposit Amount as at the date and time of determination of the amount, and

in respect of a Final Deposit, if the related 7 Days Notice Call Deposit is terminated in terms of these Product Terms in full, the Deposit Amount for the Final Deposit will be equal to the initial Deposit Amount or the relevant Adjusted Deposit Amount, as the case may be, referred to above, however, if only a portion or a part of the related 7 Days Notice Deposit is terminated in terms of these Product Terms, the Deposit Amount for such partial Final Deposit will be equal to the portion or part of the initial Deposit Amount or the relevant Adjusted Deposit Amount, as the case may be, which the Counterparty notified the Bank to terminate on 7 (seven) days’ notice in terms of and in accordance with these Product Terms.

Deposit Date means:

in respect of a 7 Days Notice Call Deposit, the date on which the Counterparty’s payment of the initial Deposit Amount of such 7 Days Notice Call Deposit is actually cleared by the Bank, and

in respect of a Final Deposit, the Termination Notice Date (or Maturity Date) of the related 7 Days Notice Call Deposit if such Deposit is terminated in full or, in respect of a partial termination, the Termination Notice Date in respect of the relevant part or portion of the related 7 Days Notice Call Deposit in respect of which the Counterparty has given notice to terminate in terms of and in accordance with these Product Terms.

Final Deposit means in respect of a 7 Days Notice Call Deposit that has been fully or partially terminated in terms of and in accordance with the provisions of these Product Terms, the related final deposit of the relevant Deposit Amount made by the Counterparty with the Bank for a fixed period of 7 (seven) days (or more, if the Maturity Date of the relevant Final Deposit is subject to adjustment in accordance with the Following Business Day Convention).

Interest Amount means the amount of Interest payable by the Bank to the Counterparty on the relevant Interest Payment Date, which amount will be determined and calculated by the Bank in accordance with the following formula:

"IA"="DA*" ("IR" +/- "S" )"*" ("d" /"365" )

Where:

“IA” means the relevant Interest Amount to be calculated;

“DA” means the relevant Deposit Amount (which may be the initial Deposit Amount, the Adjusted Deposit Amount, or the relevant part or portion of the initial Deposit Amount or Adjusted Deposit Amount in the event of a termination, as the case may be);

“IR” means the relevant Interest Rate specified in the relevant Confirmation of the relevant Product;

“+ / - “ means “plus or minus” as specified in the relevant Confirmation of the relevant Product;

“S” means the Spread as specified in the relevant Confirmation of the relevant Product;

“d” means the number of days comprising the relevant Interest Period; and

“*” means “multiplied by”.

Interest Payment Date means,

in respect of a 7 Days Notice Call Deposit:

for which “Re-Investment of Interest” has not been specified as applicable, the first Business Day of each Calendar Month during the Term of the relevant 7 Days Notice Call Deposit (such Interest Payment Date being subject to adjustment in accordance with the Following Business Day Convention), and if the 7 Days Notice Call Deposit is terminated in full or in part, the first Business Day of the Calendar Month following the Calendar Month within which the relevant Termination Notice Date falls; or

for which “Re-Investment of Interest” has been specified as applicable, the date on which (i) in the case of a full termination, the Bank repays the full Adjusted Deposit Amount plus all accrued but unpaid Interest, or (ii) in the case of a partial termination, the Bank repays only a part or portion of the Adjusted Deposit Amount plus all accrued but unpaid Interest related to that part or portion of the Adjusted Deposit Amount such Interest Payment Date being subject to adjustment in accordance with the Following Business Day Convention); and

in respect of a Final Deposit, the Maturity Date of such Final Deposit (such Interest Payment Date being subject to adjustment in accordance with the Following Business Day Convention).

Interest Period means:

in respect of a 7 Days Notice Call Deposit or, if a 7 Days Notice Call Deposit has been partially terminated, in respect of the remaining part or portion of such 7 Days Notice Call Deposit, the period of days commencing on, and including, the Deposit Date and ending on the day preceding the next following Interest Payment Date or in respect of the final Interest Period, ending on the day preceding the Maturity Date of the relevant 7 Days Notice Call Deposit or remaining part or portion of such 7 Days Notice Call Deposit, as the case may be, and

in respect of a Final Deposit, the period of days commencing on and including the Deposit Date of the Final Deposit and ending on the day preceding the Maturity Date of the relevant Final Deposit.

Interest Rate means, in respect of a 7 Days Notice Call Deposit and a Final Deposit,

if the Bank and the Counterparty have agreed on a fixed interest rate and “Fixed” is specified in the Commercial Terms of the relevant 7 Days Notice Call Deposit or Final Deposit, as the case may be, the fixed interest rate specified as such in the Commercial Terms contained in the Confirmation of the relevant 7 Days Notice Call Deposit or Final Deposit, as the case may be; or

if the Bank and the Counterparty have agreed on an adjustable interest rate and “Adjustable” is specified in the Commercial Terms contained in the Confirmation of the relevant 7 Days Notice Call Deposit of Final Deposit, as the case may be, the specified interest rate as adjusted from time to time during the term of the relevant 7 Days Notice Call Deposit or Final Deposit, as the case may be.

Maturity Date means:

in respect of a 7 Days Notice Call Deposit or the relevant portion or part of the 7 Days Notice Call Deposit, following the Counterparty informing the Bank on the Termination Notice Date that it wishes to withdraw the Deposit Amount in full or in part, the Maturity Date in respect of such full 7 Days Notice Call Deposit or the relevant part or portion of the 7 Days Notice Call Deposit means “the Termination Notice Date”, and

in respect of a Final Deposit, the 8th (eighth) day following the Termination Notice Date in respect of the related 7 Days Notice Call Deposit, such Maturity Date being subject to adjustment in accordance with the Following Business Day Convention.

Prime Rate, if specified as the applicable Adjustable Rate or Floating Rate, means in respect of each day during the term of the relevant 7 Days Notice Call Deposit or the relevant Final Deposit, as the case may be, the rate for deposits in South African Rand (ZAR) which appears on the Reuters Screen SAFEY Page under the caption “SFX PRIME RATE” (SAFEX Code: S3Y and RIC:

) as of 10.00 a.m., Johannesburg time, on that day. If such rate does not appear on the specified Reuters Screen SAFEY Page, the interest rate for that day will be determined as if the parties had specified that the rate will the rate which appears on the Bloomberg Ticker “SABROR Index” (BBGID: BBG002SBDLB7) as of 10.00 a.m., Johannesburg time, on that day. If such rate does not appear on this specified Bloomberg Ticker, the rate for that day will be determined as if the parties had specified “ZAR-Prime-Reference Banks” as the applicable rate.

Reference Banks” means the 4 (four) major banks in the Republic of South Africa.

Standard Terms means, in respect of a 7 Days Notice Call Deposit and a Final Deposit, the ZAR Money Market Products Standard Terms as amended, supplemented or substituted from time to time.

Termination Notice Date means any Business Day on which the Depositor informs the Bank that it wishes to terminate the relevant 7 Days Notice Call Deposit in full or in part.

ZAR-Prime Reference Banks means the rate for a day determined on the basis of prime interest rate for South African Rand quoted by the Reference Banks at approximately 10.00 a.m. Johannesburg time, on that day. The Bank will request the principal Johannesburg office of each of the Reference Banks to provide a quotation of its prime interest rate. If at least two quotations are provided, the rate for that day will be the arithmetic mean of the quotations. If fewer than two quotations are provided, the rate for that day will be determined by the Bank, using a representative rate.

interpretation

Unless the context indicates or requires otherwise, the provisions regarding the interpretation of terms and conditions contained in the Standard Terms have the same application in these Product Terms.

interest AND PAYMENT OF INTEREST

In respect of a 7 Days Notice Call Deposit in respect of which “Re-Investment of Interest” is not specified in the relevant Commercial Terms as applicable and provided that the Bank and the Counterparty have not agreed that compounding will be applicable:

the Bank will determine and calculate Interest on the initial Deposit Amount at the Interest Rate specified in the Commercial Terms of the relevant 7 Days Notice Call Deposit and such Interest will accrue:

in respect of the first Interest Period, as of and including the Deposit Date of the relevant 7 Days Notice Call Deposit until, but excluding the first Interest Payment Date;

in respect of each Interest Period subsequent to the first Interest Period, as of and including the Interest Payment Date of the preceding Interest Period until, but excluding, the next following Interest Payment Date;

in respect of the final or last Interest Period, as of and including the Interest Payment Date of the preceding Interest Period until, but excluding the first Business Day of the Calendar Month in which Maturity Date of the relevant 7 Days Notice Call Deposit or part thereof falls; and

the Bank will subject to the provisions of the Product Agreement, during the Term of the relevant 7 Days Notice Call Deposit pay to the Counterparty by electronic fund transfer into the Counterparty’s Nominated Account the Interest Amount determined and calculated as specified above and which has accrued and is due and payable, on the relevant Interest Payment Date.

In respect of a 7 Days Notice Call Deposit in respect of which “Re-Investment of Interest” is specified in the relevant Commercial Terms as applicable:

the Bank will determine and calculate Interest:

in respect of the first Interest Period, on the initial Deposit Amount at the Interest Rate specified in the Commercial Terms of the relevant 7 Days Notice Call Deposit and such Interest will accrue as of and including the Deposit Date of the 7 Days Notice Call Deposit until and including the day preceding the first Business Day of the first Calendar Month following the Calendar Month in which the Deposit Date falls;

in respect of each Interest Period after the first Interest Period, on relevant Adjusted Deposit Amount at the Interest Rate specified in the Commercial Terms of the relevant 7 Days Notice Call Deposit and such Interest will accrue as of and including the first Business Day of the Calendar Month comprising such Interest Period until and including the day preceding the first Business Day of the next Calendar Month following such Calendar Month;

in respect of the final or last Interest Period, if the Maturity Date of the relevant 7 Days Notice Call Deposit does not fall on the first Business Day of a Calendar Month, on the Adjusted Deposit Amount at the Interest Rate specified in the Commercial Terms of the relevant 7 Days Notice Call Deposit and such Interest will accrue such Interest will accrue as of and including the first Business Day of the Calendar Month in which the Maturity Date of the relevant 7 Days Notice Call Deposit falls until and including the day preceding the Maturity Date of the relevant 7 Days Notice Call Deposit; and

the Bank will:

during the term of the relevant 7 Days Notice Call Deposit make no Interest Payments to the Counterparty; and

in respect of the final or last Interest Period, pay to the Counterparty by electronic fund transfer into the Counterparty’s Nominated Account the Interest amount determined and calculated as specified above and which has accrued and is due and payable, on the Maturity Date of the relevant 7 Days Notice Call Deposit.

termination by depositor with 7 Days’ notice

The Depositor may terminate any 7 Days Notice Call Deposit or any part or portion of a 7 Days Notice Call Deposit by giving at least 7 (seven) calendar days’ prior notice to the Bank. Such notice may only be given by the Depositor to the Bank on a Business Day, such date being the Termination Notice Date in respect of the relevant 7 Days Notice Call Deposit or the relevant part or portion of the 7 Days Notice Call Deposit.

Upon the actual receipt of the termination notice by the Bank on the Termination Notice Date, the Bank will terminate the relevant 7 Days Notice Call Deposit in full or in part, as the case may be, on the Business Day on which the Bank actually receives the termination notice i.e. the Termination Notice Date.

On the Termination Notice Date the Bank will transfer the initial Deposit Amount or the relevant part or portion of the initial Deposit Amount, as the case may be, into the related Final Deposit. The amount so transferred will form the Deposit Amount of the relevant Final Deposit.

THE FINAL DEPOSIT

The relevant Final Deposit will commence upon the Termination Notice Date of the related 7 Days Notice Call Deposit or the relevant part or portion of the 7 Days Notice Call Deposit, which date will simultaneously be the Deposit Date of such Final Deposit.

The Interest Rate for the related Final Deposit will be the rate specified as such in the Confirmation confirming the relevant Final Deposit.

The Bank will determine and calculate Interest in respect of the Interest Period, on the Deposit Amount of the Final Deposit at the Interest Rate specified in the Commercial Terms of the Final Deposit and such Interest will accrue as of and including the Deposit Date of the Final Deposit until and including the day preceding the Maturity Date of the Final Deposit.

Subject to the terms of the Product Agreement, the Bank will pay the Interest Amount, as determined and calculated above, to the Counterparty on the Maturity Date of the Final Deposit.

Subject to the terms of the Product Agreement, the Bank will pay the Deposit Amount of the Final Deposit to the Counterparty on the Maturity Date of the Final Deposit.

Master Structured Note Programme
Copyright 2013 Corporate and Investment Banking, Absa, member of Barclays. All rights Reserved. Corporate and Investment Banking is a division of Absa Bank Limited, Reg No. 1986/004794/06. Authorised Financial Services Provider. Registered Credit Provider Reg No NCRCP7