MANDATE KAAP AGRI LIMITED. INSTRUCTION TO BUY and/or SELL SHARES

Transcription

1 MANDATE KAAP AGRI LIMITED INSTRUCTION TO BUY and/or SELL SHARES Section 1 : Section 2 : Section 3 : Important information Mandate Resolution to authorise individual to act on behalf of legal entity or trust Section 4 : Fica documentation Individual Company/CC Trust Kindly forward all documents to: Post: Courier: Trading Officer Trading Officer P O Box Voortrekker Road PORTERVILLE PORTERVILLE For Attention : Lizelle Bleeker

2 Section 1 IMPORTANT INFORMATION The relevant parts of this document must be completed, failing which the transaction cannot be processed, transfer cannot take place and the document may be returned to you. Kaap Agri Limited has no duty in this regard, but may advise you as soon as possible if the documents are not properly completed, or in the event that the rules with regard to the transfers of shares are not complied with, but does not accept liability for price movements during the period of consideration or any damages of whatsoever nature which may be suffered by the buyer or the seller during this period. This instruction must be accompanied by all the documents that are required in terms of the Financial Intelligence Centre Act, 38 of 2001 Noted on this the day of 20 SIGNATURE OF PURCHASER and/or SELLER

3 Section 2 MANDATE Kaap Agri Limited Registration Number 2011/113185/06 Kindly initial here

4 MANDATE Agreement entered into between Kaap Agri Limited Registration Number 2011/113185/06 65 Voortrekker Road, Malmesbury (on the one hand) Hereinlater referred to as the Company or Company and (The client) with the following particulars: (on the other hand) ID No : or Reg No : Income Tax Number : Physical Address : Postal Address : Tel. No.: Cell No.: Bank Details: Account Name.: Branch Name.: Bank Name : Branch Code: Account No.: Kindly initial here

5 Mandate 1. The client hereby authorises and appoints the Company as the client s agent to conclude transactions on behalf of the client in respect of the purchase and/or sale of shares in Kaap Agri Limited. 2. The client hereby appoints the Group Secretary ex officio and/or the Financial Director of the Company to complete and sign all documents which may be required to transfer the shares and execute this mandate. 3. The client agrees to ratify and confirm all actions taken by the Company in terms of this mandate. 4. Where shares are sold, the client warrants that the shares are the client s sole property, are free of any encumbrance, that the shares have not been presented for security and that third parties have no rights in respect of the shares. 5. The client warrants that the client has no inside information as defined in the Financial Markets Act, Act No. 19 of 2012 and indemnifies the Company and their personnel and officers against any damage, loss or accountability which they may encounter due to the breaching of such warranty. 6. The client warrants that in the case of the purchase of shares by the client, the relevant funds and the source of such funds are legitimate and not directly or indirectly the proceeds of any unlawful activity (including without limitation any contravention of the South African Exchange Control Regulations), as defined in the Prevention of Organized Crime Act, No. 121 of 1998 as amended, and the Financial Intelligence Center Act, No. 38 of The client indemnifies the Company and holds the company harmless in respect of any income tax or other tax or levy of whatsoever nature in respect of which the client may become liable or which may become payable pursuant to anything done by the company on the client s behalf in terms of this mandate, and in particular tax on interest accruing for the client s benefit on any cash amount deposited by the Company in terms of this mandate. 8. The client indemnifies the Company and any third party with whom the companies may contract on the client s behalf against: any loss incurred on the client s behalf or by the client pursuant to any bona fide transactions in terms of this mandate; and any and all claims, damages, liabilities, costs and expenses, including reasonable attorney s fees, which may be brought against the Company by reason of the operation of the client s account. 9. The Company is not absolved form liability from loss suffered by the client through any act of fraud, theft, dishonesty or gross negligence on the company s part or on the part of the company s employees or personnel. The aforegoing notwithstanding, the Company assumes no liability whatsoever for any act of Kindly initial here

6 fraud, theft, dishonesty or gross negligence on the part of any third party as mentioned above, or on the part of any such third party s employees. Nor does the company assume any liability in the event of the insolvency or subsequent sequestration or liquidation of such third party s estate. 10. The client consents to the Company recording any telephone conversations between the client and any member of the company s staff, and acknowledges that this is an accepted practice and is used solely for the purpose of resolving any disputes that may arise between the parties. 11. Where confirmation of the transaction is transmitted to the client through an electronic medium, the Company will not be liable to the client or any other person receiving the confirmation for or in respect of any direct, indirect or consequential liability, loss, damage or cost or any kind of nature arising by virtue of the fact that the confirmation is sent through an electronic medium, whether or not as a result of the destruction of data, system malfunction, interruption of communication links or any other problem over which the Company has no control. 12. The parties choose as their respective domicilia citandi et executandi for the purpose of the service of all notices and process pursuant to this mandate their respective physical addresses appearing in this mandate, or such other physical and postal addresses as may be stipulated by notice in writing, on condition that such changes will become effective (10) ten days after the date of such notice. 13. The client may revoke this mandate by (5) five business days written notice, which revocation shall only take effect upon the expiry of such period. 14. The client hereby acknowledges that settlement is not guaranteed and that settlement is not warranted to take place on a predetermined date. 15. Where a price is specified at which shares are to be sold, or shares are to be bought, the shares will be placed in the market at that price or a bid to buy shares at that price will be placed in the market, however, should the price not be matched or no transaction takes place, the bid or offer will expire after (3) three months and be removed from the market. 16. The Company shall be entitled to recoup any fees due to it and reserves the right to amend such fees in writing from time to time. 17. The client acknowledges that there are certain risk associated with the use of e- mail, post and/or facsimile and hereby indemnifies the Company in respect of any loss or damages resulting from the use of facsimile, post or instructions. 18. This mandate contains all terms and conditions governing the contractual relationship between the Company and the client. There are no terms, conditions, arrangements, understandings, warranties or representations in relation to the subject matter of this mandate, and which bind the parties, which are not set out in this mandate. Kindly initial here

7 19. This mandate may only be amended or modified by written agreement between the parties. Signed at on this day of 20. For Client Witness: (Name of witness) (Signature: Client) For Kaap Agri Witness: (Name of witness) (Signature: Kaap Agri Limited)

8 Section 3 RESOLUTION To be completed in the event of a company. EXTRACT FROM MINUTES OF A MEETING OF DIRECTORS OF HELD AT ON Resolution: 1. It is hereby approved that the company will buy and/or sell shares in Kaap Agri Limited; and 2. that in his capacity as director be and is hereby authorised to complete and sign all documents required and do everything necessary to give execution to the resolution. Certified to be a true extract from the above-mentioned minutes. DIRECTOR/ SECRETARY

9 RESOLUTION To be completed in the event of a close corporation. EXTRACT FROM MINUTES OF A MEETING OF MEMBERS OF HELD AT ON Resolution: 1. It is hereby approved that the close corporation will buy and/or sell shares in Kaap Agri Limited; and 2. that in his capacity as member be and is hereby authorised to complete and sign all documents required and do everything necessary to give execution to the resolution. Certified to be a true extract from the above-mentioned minutes. MEMEBER/ SECRETARY

10 RESOLUTION To be completed in the event of a trust. NAME OF TRUST Resolution: That in his capacity as trustee be and is hereby authorised to buy and/or sell shares on behalf of the trustees of the trust in Kaap Agri Limited and to sign all documents required and do everything necessary to give execution to this resolution. Signed at on the day of 20 TRUSTEE TRUSTEE TRUSTEE All trustees must sign.

11 Section 4 FICA DOCUMENTATION 1. Attach these documents only if applicant is an individual: ID documents / Passport Proof of physical address (for example municipal account). Cancelled cheque and bank statement 2. Attach these documents in the event of a company Certificate of Incorporation (CM1). Certificate to commence business (CM46). Certificate of registered address (CM22). Particulars of all directors including the name, ID, physical address and postal address. VAT certificate Cancelled cheque Letterhead Resolution authorising individual to act on behalf of the company. ID and prove of physical address of such person. 3. Attach these documents in the event of a CC Certificate of Incorporation (CC1). Certificate of registered address (CC2 and CC2a). Particulars of all members including the name, ID, physical address and postal address. VAT certificate Cancelled cheque Letterhead Resolution authorising individual to act on behalf of the CC. ID and prove of physical address of such person. 4. Attach these documents in the event of an entity. Trust Deed and Letter of Authorisation. Particulars of trustees including name, ID, physical and postal address. Resolution authorising individual to act on behalf of the trust. ID and prove of physical address of such person. 5. Attach these documents in the event of deceased estates. ID of Deceased Death Certificate ID of Executor Letter of Executorship NOTE : All copies must be certified copies.