Declaration & Undertaking Form
Exemption from Dividends Tax

INDIVIDUAL – SOUTH AFRICAN CITIZEN OR RESIDENT (NATURAL PERSON)
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Identification Document (clear copy)	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *
Address Details	Address details only	Proof of Address **	Proof of Address **
Bank Details	Bank Statement not older than 3 months	Bank Statement not older than 3 months	Bank Statement not older than 3 months
Tax Details	Tax details (i.e. number) only	SARS document evidencing tax number	SARS document evidencing tax numbe
Declaration of Occupation or Business Activities	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election, as well as document evidencing proof of business activities
Declaration of Source of Funds	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Written Declaration and/or Documentary Evidence
Additional Requirements	None	None	FSP Board Approval – Steps taken by FSP subject to this approval Ongoing monitoring

INDIVIDUAL – NON-RESIDENT INDIVIDUALS OR FOREIGN NATIONALS (NATURAL PERSON)
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Identification Document (clear copy)	Identity Document or Passport *	Identity Document or Passport *	Identity Document or Passport *
Address Details	Proof of Address **	Proof of Address **	Proof of Address **
Bank Details	Bank Statement not older than 3 months	Bank Statement not older than 3 months	Bank Statement not older than 3 months
Tax Details	Tax details (i.e. number) only	SARS document evidencing tax number	SARS document evidencing tax number
Declaration of Occupation or Business Activities	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election, as well as document evidencing proof of business activities
Declaration of Source of Funds	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Written Declaration and/or Documentary Evidence

INDIVIDUAL – NON-RESIDENT INDIVIDUALS OR FOREIGN NATIONALS (NATURAL PERSON)
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Additional Requirements	None	None	FSP Board Approval – Steps taken by FSP subject to this approval Ongoing monitoring

SOUTH AFRICAN COMPANY
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Registration Document	CIPC Disclosure Certificate for South African companies as proof of trade name, registered address and company directors, or the following CM1/COR15.1A/15.1B and CM9/COR14.1. CM22/COR21.1, CM29/COR39	CIPC Disclosure Certificate for South African companies as proof of trade name, registered address and company directors, or the following CM1/COR15.1A/15.1B and CM9/COR14.1. CM22/COR21.1, CM29/COR39	CIPC Disclosure Certificate for South African companies as proof of trade name, registered address and company directors, or the following CM1/COR15.1A/15.1B and CM9/COR14.1. CM22/COR21.1, CM29/COR39
Address Details	Proof of Address **	Proof of Address **	Proof of Address **
Bank Details	Bank Statement not older than 3 months	Bank Statement not older than 3 months	Bank Statement not older than 3 months
Tax Details	Tax details (i.e. number) only	SARS document evidencing tax number	SARS document evidencing tax number
Shareholding / Beneficial Ownership Confirmation ("UBO")	Auditor's Letter, Share Certificate, Company Secretary Confirmation (Signed)	Auditor's Letter, Share Certificate, Company Secretary Confirmation (Signed)	Auditor's Letter, Share Certificate, Company Secretary Confirmation (Signed)
Identification Document (clear copy)	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *
Declaration of Business Activities	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election, as well as document evidencing proof of business activities
Declaration of Source of Funds	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Written Declaration and/or Documentary Evidence
Additional Requirements	None	None	FSP Board Approval – Steps taken by FSP subject to this approval Ongoing monitoring

CLOSE CORPORATION
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Registration Document	CIPC Registration Document (not older than 3 years)	CIPC Registration Document (not older than 3 years)	CIPC Registration Document (not older than 3 years)
Address Details	Proof of Address **	Proof of Address **	Proof of Address **

CLOSE CORPORATION
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Bank Details	Bank Statement not older than 3 months	Bank Statement not older than 3 months	Bank Statement not older than 3 months
Tax Details	Tax details (i.e. number) only	Tax details (i.e. number) only	SARS document evidencing tax number
Shareholding / Beneficial Ownership Confirmation ("UBO")	Auditor's Letter, Share Certificate, Company Secretary Confirmation (Signed)	Auditor's Letter, Share Certificate, Company Secretary Confirmation (Signed)	Auditor's Letter, Share Certificate, Company Secretary Confirmation (Signed)
Identification Document (clear copy) for each Member	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *
Declaration of Business Activities	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election, as well as document evidencing proof of business activities
Declaration of Source of Funds	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Written Declaration and/or Documentary Evidence
Additional Requirements	None	None	FSP Board Approval – Steps taken by FSP subject to this approval Ongoing monitoring

NON-RESIDENT COMPANY
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Certificate of Incorporation	Certificate of Incorporation	Certificate of Incorporation	Certificate of Incorporation
Address Details	Proof of Address **	Proof of Address **	Proof of Address **
Bank Details	Bank Statement not older than 3 months	Bank Statement not older than 3 months	Bank Statement not older than 3 months
Tax Details	Tax details (i.e. number) only	Tax details (i.e. number) only	SARS document evidencing tax number
Shareholding / Beneficial Ownership Confirmation ("UBO")	Auditor's Letter, Share Certificate, Company Secretary Confirmation, Register of Members (Signed)	Auditor's Letter, Share Certificate, Company Secretary Confirmation, Register of Members (Signed)	Auditor's Letter, Share Certificate, Company Secretary Confirmation, Register of Members (Signed)
Identification Document (clear copy)	Identity Card or Passport *	Identity Card or Passport *	Identity Card or Passport *
Declaration of Business Activities	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election, as well as document evidencing proof of business activities
Declaration of Source of Funds	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Written Declaration and/or Documentary Evidence

NON-RESIDENT COMPANY
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Additional Requirements	None	None	FSP Board Approval – Steps taken by FSP subject to this approval Ongoing monitoring

PARTNERSHIP
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Partnership Agreement	Partnership Agreement	Partnership Agreement	Partnership Agreement
Address Details	Details Only	Details Only	Proof of Address ** for Trustees and Beneficiaries
Bank Details	Bank Statement not older than 3 months	Bank Statement not older than 3 months	Bank Statement not older than 3 months
Tax Details	Tax details (i.e. number) only	Tax details (i.e. number) only	SARS document evidencing tax number
List of Partners	Auditor's Letter, Share Certificate, Company Secretary Confirmation, Register of Members (Signed)	Auditor's Letter, Share Certificate, Company Secretary Confirmation, Register of Members (Signed)	Auditor's Letter, Share Certificate, Company Secretary Confirmation, Register of Members (Signed)
Identification Document (clear copy)	Identity Card or Passport *	Identity Card or Passport *	Identity Card or Passport *
Declaration of Business Activities	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election, as well as document evidencing proof of business activities
Declaration of Source of Funds	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Written Declaration and/or Documentary Evidence
Additional Requirements	None	None	FSP Board Approval – Steps taken by FSP subject to this approval Ongoing monitoring

TRUSTS
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Letter of Authority	Letter of Authority	Letter of Authority	Letter of Authority
Trust Deed	Trust Deed	Trust Deed	Trust Deed
Bank Details	Bank Statement not older than 3 months	Bank Statement not older than 3 months	Bank Statement not older than 3 months
Tax Details	Tax details (i.e. number) only	Tax details (i.e. number) only	SARS document evidencing tax number

TRUSTS
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Founder / Trustees / Beneficiaries	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *
Declaration of Business Activities	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election, as well as document evidencing proof of business activities
Declaration of Source of Funds	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Written Declaration and/or Documentary Evidence
Additional Requirements	None	None	FSP Board Approval – Steps taken by FSP subject to this approval Ongoing monitoring

NON-RESIDENT TRUSTS
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Letter of Authority	Letter of Authority	Letter of Authority	Letter of Authority
Partnership Agreement	Partnership Agreement	Partnership Agreement	Partnership Agreement
Trust Deed	Trust Deed	Trust Deed	Trust Deed
Bank Details	Bank Statement not older than 3 months	Bank Statement not older than 3 months	Bank Statement not older than 3 months
Tax Details	Tax details (i.e. number) only	Tax details (i.e. number) only	SARS document evidencing tax number
Founder / Trustees / Beneficiaries	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *
Declaration of Business Activities	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election, as well as document evidencing proof of business activities
Declaration of Source of Funds	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Written Declaration and/or Documentary Evidence
Additional Requirements	None	None	FSP Board Approval – Steps taken by FSP subject to this approval Ongoing monitoring

Confirmation of Residential Address by Co-habitant

1. TERMINATION PROVISIONS

1.2. “Specified Transaction” shall have the meaning specified in Section 14 of this Agreement, provided that no transaction entered into between the parties before the date of this Agreement shall be construed as a Specified Transaction.

1.3. Section 5(a)(i) of this Agreement shall be amended by deleting the word “first” in the third line and replacing it with the word “third”.

1.4. The “Cross Default” provisions of Section 5(a)(vi) will apply to both Party A and to Party B, provided:

• The phrase “or becoming capable at such time of being declared” in the seventh line of Section 5(a)(vi)(1) shall be deleted.
• A proviso will be inserted at the end of Section 5(a)(vi) of this Agreement:

“Provided however, that notwithstanding the foregoing, an Event of Default will not occur under either (i) or (ii) above if:

1. the event or condition referred to in (i) or the failure to pay referred to in (ii) is caused by an error or omission of an administrative or operational nature;
2. funds were available to such party to enable it to make the relevant payment when due;
3. such relevant payment is made within three Local Business Days after notice of such failure is given by either party.

If such provisions apply:

• “Specified Indebtedness” will have the meaning specified in Section 14 of this Agreement, except that such term shall not include obligations in respect of deposits received in the ordinary course of a party’s banking business.
• “Threshold Amount” means, at any time with respect to Party A, 3% (three percent) of Party A's shareholders equity, as at the end of its most recently completed financial year in respect of which audited financial statements are available or its equivalent in any currency, and with respect to Party B, the greater of ZAR20,000,000 (Twenty Million South African Rand) and an amount equal to 3% (three percent) of the shareholders equity of Party B.

1.5. The “Credit Event Upon Merger” provisions of Section 5(b)(v), as amended herein, will apply to both Party A and Party B.

Section 5(b)(v) of this Agreement will be amended to read as follows:

“Credit Event Upon Merger” means that a Designated Event (as defined below) occurs with respect to a party, any Credit Support Provider of such Party, or any Specified Entity of such Party And such action does not constitute an event described in Section 5(a)(viii) but, in the reasonable opinion of the other Party, the creditworthiness of the successor, surviving or transferee entity, taking into account any applicable Credit Support Document (except any applicable Credit Support Annex or other agreement providing for the pledge of collateral or any similar agreement) (in which case the Party or its successor or transferee, as appropriate, will be the Affected Party) is materially weaker than that of its predecessor, immediately prior to the occurrence of the Designated Event. For purposes hereof, a “Designated Event” means that, after the Trade Date of any Transaction:

3. AGREEMENT TO DELIVER DOCUMENTS

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each Party agrees to deliver the following documents, as applicable:

3.1. Tax forms, documents or certificates to be delivered are: Party A and Party B: None

3.2. Other Documents to be delivered are:

Party required to deliver document	Form / Document / Certificate	Date by which to be delivered	Covered by Section 3(d) Representation
Party A and Party B	Copy of signature list evidencing the due delegation of authority to and the proper signatures of person authorised to execute and deliver his Agreement.	Upon execution of this Agreement.	Yes
Party A and Party B	Memorandum and Articles of Association.	Upon execution of this Agreement.	Yes
Party B	Board Resolution of Party B approving the entering into of this Agreement and the Credit Support Document (if any)	Upon execution of this Agreement.	Yes

Definitions

2.1. Base Currency: means the Base Currency as specified in the Schedule to the 2002 ISDA Agreement as agreed between the Parties;

2.2. Basket: means, in respect of a CFD Transaction, a basket of Shares elected by the Client and specified in a Confirmation; provided that Peresec Prime Brokers will have the right to limit the maximum weight of any one Share within the Basket;

2.3. Business Day: means a day other than a Saturday, Sunday or public holiday in the jurisdiction in which the Base Currency is the lawful currency and/or any other jurisdiction set out in the Confirmation of a CFD Transaction;

2.4. Buyer: means the buyer specified in a Confirmation, being the Party receiving the Difference Amount in respect of any appreciation in the value of the Reference Instruments;

2.5. Cash Margin: means the cash payments, calculated in the Transaction Currency and payable in either the Transaction or Base Currency, made by the Client to Peresec Prime Brokers in accordance with clause 4.1.1 to 4.1.3, as security for the Client’s obligations to Peresec Prime Brokers in terms of the CFD Transaction;

2.6. Capital Distribution: means, in respect of Shares, a distribution, calculated in the Transaction Currency and payable in either the Transaction or Base Currency, made by an issuer of Shares out of the share capital or share premium of the issuer;

2.7. Cash Dividends: means, in respect of Shares, the total gross cash dividends declared and paid by the relevant issuers to holders of Shares reflected on the Register out of current or accumulated reserves excluding any taxes levied by or on behalf of any applicable authority having power to tax in respect of such dividend, and will include any imputation or other credits, refunds or deductions granted by any applicable authority having power to tax in respect of such dividend and any taxes, credits, refunds or benefits imposed, withheld, assessed or levied thereon;

2.8. Client: means a Client as defined under the FMA;

2.9. Client Account: means a cash account for and on behalf of the Client and maintained in the name of the Client;

2.10. Closing Price: means on a Valuation Date:
    2.10.1. the closing price of the Reference Instrument at the Valuation Time; or

    2.10.2. which is also the Final Date, the Final Price of the Reference Instrument;

2.11. Closing Value: means on a Valuation Date:
    2.11.1. with respect to a CFD Transaction with Shares as Reference Instruments, the product of the relevant Closing Price of the Share and the relevant number of Shares;

    2.11.2. with respect to a CFD Transaction with a Basket as a Reference Instrument, the sum of the values of all the Shares specified in the Basket calculated as the product of the relevant Closing Price of the Share and the number of Shares;

    2.11.3. with respect to an Index the closing price of the Index and the relevant number of Index units; and

    2.11.4. with respect to any other Reference Instruments, the closing price of such Reference Instrument multiplied by the units as specified in the Confirmation of the CFD Transaction;

2.12. Confirmation: means the document confirming the terms of a CFD Transaction, prepared by Peresec Prime Brokers and notified to the Client;

2.13. Corporate Event: means, in respect of a Share and in relation to the issuer of such Share, any of the following events:

    2.13.1. the liquidation of the issuer;
    2.13.2. the unbundling by the issuer of its shareholdings in other companies;

    2.13.3. any capitalization issue or bonus issue of Shares in the issuer for no consideration; or

    2.13.4. the partial reduction or redemption of the capital of an issuer, including but not limited to a buy-back of Shares;

2.14. Difference Amount: means on a Valuation Date an amount calculated in the Transaction Currency, by subtracting the Previous Value from the Closing Value, and payable in either the Transaction or Base Currency to the relevant Party on the following Business Day;

2.15. Dividend Period: means in respect of a CFD Transaction on a Valuation Date the period commencing on (but excluding) the previous Valuation Date and ending (and including) the next succeeding Valuation Date. The initial Dividend Period will commence on and include the Trade Date, and the final Dividend Period will exclude the Final Date;

2.16. Exchange: means, if applicable, the Exchange set out in a Confirmation;

2.17. Final Date: means the date determined as, or deemed to be, the Final Date in terms of clause 6 (Termination) of this Annex which date will also be a Valuation Date;

2.18. Final Price: means the closing price of the Reference Instrument on the Final Date as determined by the Calculation Agent in accordance with clause 6 (Termination) of this Annex;

2.19. Financial Markets Act (FMA): means the Financial Markets Act, 19 of 2012, as amended and subordinate legislation;

2.20. Hedge Position: means any purchase, sale, entrance into or maintenance of one or more securities, futures, foreign exchange or derivatives positions, stock loan transactions or other instruments or arrangements (however described) entered into, maintained or acquired by Peresec Prime Brokers or any of its Affiliates in order to hedge, individually or on a portfolio basis, in whole or part the relevant CFD Transaction;

2.21. Index: means the Index specified in the relevant Confirmation;

2.22. Interest Rate: means the rate as set out in a Confirmation and that will be different if the Client is the Buyer or the Seller in the CFD Transaction;

2.23. Interest Amount: means on a Valuation Date an amount calculated in the Transaction Currency, as the product of the Closing Value and the Interest Rate and the Number of Valuation Days and payable on the following Business Day in the Transaction or Base Currency;

2.24. Insolvency: for the purpose of this Annex means either an insolvency, business rescue, sequestration, statutory management, curatorship, administration, receivership, bankruptcy or any related or similar proceeding;

2.25. Manufactured Dividend: means an amount calculated in the Transaction Currency and payable in either the Transaction or Base Currency, in respect of the relevant short CFD Transaction during the relevant Dividend Period equal to the Cash Dividends or in respect of the relevant long CFD Transaction during the relevant Dividend Period equal to the Cash Dividends less any taxes levied by on either Party A or Party B on behalf of any applicable authority having power to tax in respect of such dividend, and will include any imputation or other credits, refunds or deductions granted by any applicable authority having power to tax in respect of such dividend and any taxes, credits, refunds or benefits imposed, withheld, assessed or levied thereon ;

2.26. Margin Account: means a proprietary account in the name of Peresec Prime Brokers;

2.27. Margin Difference Amount: means on a Valuation Date an amount calculated in the Transaction Currency as the product of the Margin Percentage and the Difference Amount and payable on the Settlement Day in either the Transaction or Base Currency;

2.28. Margin Interest Amount: means on a Valuation Date an amount in Transaction Currency calculated as the product of the Closing Value and the Margin Percentage and the Margin Interest Rate and the Number of Valuation Days and payable on the Settlement Day in either the Transaction or Base Currency;

2.29. Margin Interest Rate: means the rate as set out in a Confirmation;

2.30. Margin Percentage: means the percentage as set out in a Confirmation provided that the margin percentage will increase to 100% (one hundred percent) if trading in the relevant Reference Instrument is suspended on the Exchange;

2.31. Number of Valuation Days: are the number of calendar days between the current Valuation Date and the Valuation Date immediately preceding such Valuation Date;

2.32. Opening Price: means the price of the Reference Instrument on the Trade Date as determined by the Calculation Agent and as set out in a Confirmation;

2.33. Outright Transfer Basis: means that the recipient of such transfer becomes the legal owner of such transferred assets or cash and that the assets transferred are held by the recipient for its own account and benefit;

2.34. Over-the-Counter Derivatives Provider (ODP): means an entity authorised as such by the Financial Sector Conduct Authority;

2.35. Previous Price: means on a Valuation Date:

• 2.35.1. the Closing Price of the Reference Instrument as on the last Valuation Date immediately preceding such Valuation Date;
• 2.35.2. which is also the Trade Date, the Opening Price of the Reference Instrument;

2.36. Previous Value: means on a Valuation Date:

• 2.36.1. with respect to a CFD Transaction with Shares as Reference Instruments, the product of the relevant Previous Price and the number of Shares;
• 2.36.2. with respect to a CFD Transaction with a Basket as a Reference Instrument, the sum of the values for the Shares specified in the Basket calculated as the product of the relevant Previous Price and the number of Shares;
• 2.36.3. with respect to an Index, the closing price of the Index and the relevant number of Index units; and
• 2.36.4. with respect to any other Reference Instrument, the closing price of such Reference Instrument multiplied by the units as specified in the Confirmation of the CFD Transaction.

2.37. Reference Instrument: means, in relation to a CFD Transaction, the Share, Basket, Index, Currency, or other financial instrument specified in the related Confirmation of such CFD Transaction;

2.38. Register: means the companies register maintained by each of the issuers of the Shares;

2.39. Seller: means the seller as specified in a Confirmation, being the Party receiving the Difference Amount in respect of any decline in the value or price of the Reference Instrument;

2.40. Settlement Date: means the first Business Day following a Valuation Date;

2.41. Share(s): means the shares as specified in the relevant Confirmation;

2.42. Surcharge Rate: means a percentage cost as set out in a Confirmation levied on specific Reference Instrument to cover a risk premium, scrip lending, or other reasonable cost that Peresec Prime Brokers may properly incur to implement a Hedge Position;

2.43. Surcharge Amount: means on a Valuation Date an amount in Transaction Currency calculated as the product of the Closing Value and the Surcharge Rate and the Number of Valuation Days and payable on the Settlement Day in either the Transaction or Base Currency;

2.44. Trade Date: means the date as set out in a Confirmation;

2.45. Transaction Currency: means the currency set forth in the relevant Confirmation;

2.46. Valuation Date: means in respect of a CFD Transaction, the Trade Date for such CFD Transaction and each following Exchange Business Day up to and including the Final Date;

2.47. Valuation Time: means the scheduled closing time of the Exchange without regard to after-hours or any other trading outside of the regular trading session hours, provided, however, that if the Exchange closes prior to such time, Valuation Time will be the actual closing time.

3. TRADING INSTRUCTIONS AND CONFIRMATIONS

Parties may enter into CFD Transactions verbally, telephonically, or via an electronic messaging system (or in any other manner as they may agree from time to time). Such verbal or electronic agreement will give rise to a binding CFD Transaction between Peresec Prime Brokers and the Client. For the avoidance of doubt, Peresec Prime Brokers will be entitled to accept or reject (at its reasonable discretion) any request by the Client to enter into a CFD Transaction.

Unless separately agreed by Peresec Prime Brokers, as soon as practicable after the close of any Exchange Business Day or Business Day, as applicable, on which a CFD Transaction is entered into, Peresec Prime Brokers will send to the Client a Confirmation, in respect of all CFD Transactions entered into on that Exchange Business Day or Business Day, as applicable. A Confirmation will be deemed to be free and correct of any errors and/or omissions and will be binding on the Parties and conclusive as to the terms of the CFD Transaction referred to therein, unless (i) the Client notifies Peresec Prime Brokers of any such errors or omissions within one Business Day of receipt of such Confirmation, or (ii) in the instance of manifest error.

Failure by Peresec Prime Brokers to send a Confirmation to the Client will not affect the validity of the CFD Transaction concluded, or, as applicable, the effectiveness of (and the obligations arising upon) the closing of such CFD Transaction.

4. PAYMENT OBLIGATIONS

The payment obligations provided for in terms of Article 5 of the Equity Definitions will not apply to CFD Transactions. The following payment provisions will apply in respect of all CFD Transactions:

4.1. Cash Margin Payments

It is specifically recorded that all Cash Margin payments in terms of this clause 4.1 are done on an Outright Transfer Basis as continuing covering security for the Client’s obligations to Peresec Prime Brokers under each CFD Transaction. At termination of the CFD Transaction and subject to the condition that all the Client's obligations are met in terms of this Annex, Peresec Prime Brokers shall return the relevant amount of Cash Margin to the Client in terms of clause 4.1.3.

4.1.1. Notification Times

If on any Business Day Peresec Prime Brokers notifies the Client that a Cash Margin transfer is due:

• 4.1.1.1. by 11h00am CAT, the Client shall make such transfer by 17h00pm on the same Business Day; and
• 4.1.1.2. after 11h00am CAT, the Client shall make such transfer by 17h00pm on the next Business Day.

4.1.2. Initial Cash Margin Payment: On the Settlement Date, the Client shall pay Peresec Prime Brokers Cash Margin in either the Transaction or Base Currency equal to the product of the Margin Percentage and the Closing Value as calculated on the Trade Date.

4.1.3. On-going Cash Margin Maintenance: On each Settlement Date, if the Margin Difference Amount as calculated on the previous Valuation Date in the Transaction Currency, is:

• 4.1.3.1. positive, the Client shall pay Peresec Prime Brokers additional Cash Margin in either the Transaction or Base Currency equal to the Margin Difference Amount; or
• 4.1.3.2. negative, unless the Client requests otherwise, Peresec Prime Brokers shall pay the Client Cash Margin in either the Transaction or Base Currency equal to the absolute value of the Margin Difference Amount.

4.1.4. Repayment of Cash Margin: On the first Business Day following the Final Date Peresec Prime Brokers shall pay the Client any Cash Margin in either Transaction or Base Currency still held with regards to the CFD Transaction terminated or cancelled. This final repayment will be reduced by the Base Currency equivalent of any outstanding amount still owed that is due and payable but remains unpaid by the Client with respect to the relevant CFD Transaction or any other transaction.

4.2. Difference Payments

On each Settlement Date if the Difference Amount as calculated on the previous Valuation Date is:

• 4.2.1. positive, the Seller shall pay to the Buyer the Difference Amount in Base Currency, or
• 4.2.2. negative, the Buyer shall pay to the Seller an amount equal to the absolute value of the Difference Amount in Base Currency.

4.3. Interest Payments

On each Settlement Date the Buyer of a CFD Transaction shall pay the Seller an amount in either the Transaction or Base Currency equal to the Interest Amount as calculated in the Transaction Currency, on the previous Valuation Date.

4.4. Margin Interest Payments

On each Settlement Date Peresec Prime Brokers shall pay the Client an amount in Base Currency equal to the Margin Interest Amount as calculated in the Transaction Currency and payable in either the Transaction or Base Currency, on the previous Valuation Date.

4.5. Dividend Payments

On each Settlement Date the Seller shall pay the Buyer an amount equal to the Manufactured Dividend in respect of Cash Dividends during the Dividend Period ending on the previous Valuation Date. For avoidance of doubt the Seller shall only pay an amount equal to the Manufactured Dividend and no cession of any rights attached to the Cash Dividend will take place.

4.6. Surcharge Payments

If a Surcharge Rate is levied on a CFD Transaction, then on each Settlement Date the Client shall pay Peresec Prime Brokers an amount equal to the Surcharge Amount as calculated in the Transaction Currency on the previous Valuation Date.

4.7. Other Payments

In respect of any transaction other than a CFD Transaction, the payment obligations of the Parties shall be set out in the confirmation of the transaction.

4.8. Further Payments

In addition to amounts payable in terms of clause 4.1 to 4.7 each Party shall pay to the other Party such further amounts calculated in the Transaction Currency and payable in either the Transaction or Base Currency, as will be agreed between the parties from time to time to account for funding rates and other applicable fees and charges in relation to CFD Transactions.

4.9. Method of Payments

1. 4.9.1. Any payments to be made by the Client pursuant to this Annex will be made to the bank or trading account nominated by Peresec Prime Brokers.
2. 4.9.2. Any payments to be made by Peresec Prime Brokers to the Client pursuant to this Annex will be paid by Peresec Prime Brokers into the Client Account.

4.10. Margin Dispute Resolution

If a Party (a "Disputing Party") reasonably disputes the Calculation Agent’s Cash Margin calculations, then:

1. 4.10.1. the Disputing Party will notify the other Party not later than the close of business on the Business Day following the date that the demand is received;
2. 4.10.2. the appropriate Party will transfer the undisputed amount to the other Party in accordance with the transfer provisions above;
3. 4.10.3. the Parties will consult with each other in an attempt to resolve the dispute; and
4. 4.10.4. if they fail to resolve the dispute by close of business on the Business Day following the date that the notification of dispute was received, then the Calculation Agent will recalculate the Cash Margin amount by seeking four actual quotations at midmarket from leading dealers or market makers in the relevant market, and taking the arithmetic average of those obtained; provided that if four quotations are not available for a particular transaction, then fewer than four quotations may be used for that transaction, and if no quotations are available for a particular transaction, then the Calculation Agent’s original calculations will be used for the transaction.

5. ADJUSTMENT EVENTS

5.1. The following additional terms shall apply in respect of each CFD Transaction for purposes of Article 11 of the Equity Definitions.

1. 5.1.1. Potential Adjustment Events: Calculation Agent Adjustment shall be treated as the specified Method of Adjustment.
2. 5.1.2. Extraordinary Events: Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment, Share-for-Other: Cancellation and Payment, Share-for-Combined: Component Adjustment, Nationalisation, Insolvency or De-listing Event: Cancellation and Payment.
3. 5.1.3. Tender Offers: The “Tender Offer” provisions of Section 12.3 of the Equity Definitions shall be inapplicable to CFD Transactions. In lieu of such provisions, with respect to a Tender Offer, on and with effect from the Tender Offer Date, Peresec Prime Brokers shall, in good faith and in a commercially reasonable manner, make any adjustments it determines relevant or necessary to any CFD Transaction to take account of such Tender Offer.

5.2. For purposes of Article 11 of the Equity Definitions a Calculation Agent Adjustment shall be applicable as the consequence of an Index Adjustment Event.

5.3. For purposes of Article 11 of the Equity Definitions the Hedging Disruption shall be applicable with Peresec Prime Brokers as the Hedging Party.

6. TERMINATIONS

6.1. Termination upon Events of Default and Termination Events: The consequences, payments and valuation methods to follow upon the termination of CFD Transactions following Events of Default and Termination Events will apply as set out in the Agreement.

6.2. Voluntary unwind of CFD Transactions: The consequences, payments and valuation methods to follow upon the termination of CFD Transactions as set out in the Agreement shall not apply to the voluntary unwind of CFD Transactions under this Annex, by the Client or Peresec Prime Brokers as set out in clause 6.3 and clause 6.4 of this Annex. The provisions set out in this Annex will apply.

6.3. Notice by the Client: If the Client wishes to terminate a CFD Transaction (in whole or in part) on an Exchange Business Day (the “Final Date”), the Client shall give notice to Peresec Prime Brokers (verbally, telephonically or via an electronic messaging system or in any other manner as the Parties may agree from time to time) on such day specifying the number of Reference Instrument units or value (the “Final Amount”) in respect of which termination of such CFD Transaction is proposed. If more than one CFD Transaction relating to a specific Reference Instrument is outstanding, the Client shall notify Peresec Prime Brokers of the relevant CFD Transaction(s) in respect of which the termination is to apply. If no such notice is given to Peresec Prime Brokers together with the proposed termination notice, then Peresec Prime Brokers shall be entitled to split the Final Amount as between relevant CFD Transactions in its reasonable discretion.

6.4. Notice by Peresec Prime Brokers: If Peresec Prime Brokers wishes to terminate a CFD Transaction (in whole or in part) Peresec Prime Brokers shall give 30 (thirty) days written notice to the Client specifying the number of Reference Instrument units in respect of which termination of such CFD Transaction will be effected.

6.5. Unsuccessful Unwind of Hedge: Notwithstanding any other provision in this clause 6 if Peresec Prime Brokers reasonably determines that it is not able, after using commercially reasonable efforts, to unwind its Hedge Position in a commercially reasonable manner on or around the proposed Final Date (including a deemed Final Date), then Peresec Prime Brokers will:

• 6.5.1. amend any amount payable by Peresec Prime Brokers to the Client pursuant to clause 4 of this Annex to reflect the reasonable losses or costs incurred by Peresec Prime Brokers as a direct result of the partial closeout of Peresec Prime Brokers’ Hedge Position and the next following Exchange Business Day shall be deemed to be a Final Date for the remainder of the Final Amount; and/or
• 6.5.2. if the Client so consents, transfer the applicable Hedge Position to the Client, receive full payment for the Hedge Position and terminate the relevant CFD Transaction.

6.6. Termination Confirmation

As soon as practicable after the Final Date for a particular CFD Transaction (or part thereof) Peresec Prime Brokers will send to the Client confirmation (in a format as agreed to from time to time) of the CFD Transactions (or part thereof) which have been terminated pursuant to this clause 6.

Additional Disruption Events applicable to CFD Transactions

• 6.6.1. Hedging Disruption applicable;
• 6.6.2. Change in Law applicable;
• 6.6.3. Loss of Stock Borrow applicable;
• 6.6.4. Increased Cost of Stock Borrow applicable;
• 6.6.5. Insolvency Filing applicable.

7. DISCLOSURE

7.1. Nature of CFD Transactions

• 7.1.1. a CFD Transaction is a derivative transaction providing synthetic exposure to a Reference Instrument;
• 7.1.2. CFD Transactions shall NOT be settled by taking delivery of any Reference Instrument (subject to the possible transfer of the Hedge Position in terms of clause 6.5); and
• 7.1.3. CFD Transactions shall NOT confer on either Party Any right, title or interest in any Reference Instrument or entitle or oblige either Party to acquire, receive, hold, deliver or dispose of any particular Reference Instrument.

7.2. Peresec Prime Brokers’ Presentation

Peresec Prime Brokers will not be acting in a fiduciary capacity with respect to the Client’s in respect of CFD Transactions and the Client will not have any claims directly against the issuers of any of the Shares or components of the Index or publishers of the Index but will rely solely on Peresec Prime Brokers for performance of the obligations set out in this Annex. The CFD Transactions constitute general, unsecured, unsubordinated contractual obligations of Peresec Prime Brokers.

7.3. Nature of Cash Margin

Notwithstanding anything to the contrary contained in this Annex, the Cash Margin transferred by Peresec Prime Brokers from the Client Account to the Margin Account in terms of clause 4.10 of this Annex will not constitute cash held by Peresec Prime Brokers on behalf of the Client for the acquisition of any securities.

7.4. Risk Disclosure

Peresec Prime Brokers has classified you as a “Client” in terms of the FMA. You will be afforded a level of protection which is consistent with your classification. CFD Transactions may not be appropriate for all Clients and carry a high degree of risk.

Paragraph 5 of the FMA Conduct Standard 2 of 2018 (“Conduct Standard”) requires Peresec Prime Brokers to assess the appropriateness of CFD Transactions for its Clients based on their financial situation, objectives, knowledge, and experience. In the absence of the provision of such information, Peresec Prime Brokers is required to inform its Clients that CFD Transactions may not be appropriate. (please complete Annexure A).

The risks set out below are the risks which are considered to be material but are not the only risks associated with transactions involving CFD Transactions.

The Client shall ensure that it fully understands the nature of CFD Transactions and the extent of their exposure to risks and the Client will consider the suitability of CFD Transactions as an investment in the light of its own circumstances and financial position.

Nothing herein should be construed as investment, financial, strategic, legal, regulatory, accounting, or tax advice. Peresec Prime Brokers is acting as an arm’s length contractual counterparty and not as an advisor or fiduciary. The Client should in making its investment decision, consult its own legal, tax, and financial advisers as to all the risks.

Peresec Prime Brokers makes no representations as to (i) the suitability of the CFD Transactions for any particular Client, (ii) the appropriate accounting treatment or possible tax consequences of investing in the CFD Transactions, (iii) the future performance of the CFD Transactions either in absolute terms or relative to competing investments, (iv) changes in the creditworthiness or performance of the Reference Instrument that may affect the value of the CFD Transaction and could result in it redeeming or being valued at zero or even at a negative value.

CFD Transactions are not guaranteed by an exchange nor does it result in the ownership of any futures contracts.

There may be no market for CFD Transactions. CFD Transactions, especially when traded in large amounts, may not be liquid in all circumstances, so that in volatile markets Clients may not be able to close out a position without incurring a loss. Peresec Prime Brokers may, but is not obliged to, make a market. If it does, it may cease at any time without notice.

Trading in CFD Transactions can result in large amounts of leverage. Leverage offered by trading in CFD Transactions may result in a relatively small market movement resulting in substantial losses. Costs incurred in connection with the use of leverage or borrowing may not be recovered by an appreciation in the investments purchased or carried.

Assuming no change in market conditions or other factors, the value of a CFD Transaction at close out may be significantly less than the execution price on the trade date.

A securities exchange typically has the right to suspend or limit trading in all securities that it lists. Such a suspension would render it impossible for CFD Transactions to be liquidated and accordingly, could expose CFD Transactions to losses.

7.4.1. The global regulatory regime for derivatives is uncertain and is also changing. Third parties and regulatory bodies may reach conclusions on the interpretation of regulatory regime that are different, and to the extent that any applicable law or regulation is interpreted differently, the performance of CFD Transactions may be adversely affected.

8. REPRESENTATIONS AND WARRANTIES

The “Non-Reliance”, “Agreements and Acknowledgements Regarding Hedging Activities”, and “Additional Acknowledgements” provisions of Article 13 of the Equity Definitions shall be applicable to all CFD Transactions. For such purposes “Hedge Positions” shall have the meaning ascribed to it in clause 2 of this Annex. In addition, the Client shall be deemed to represent and warrant to Peresec Prime Brokers on each date on which it enters into a CFD Transaction, that it is not entering into any CFD Transaction while in possession of material, non-public information concerning the Shares.

9. PAYMENT NETTING, SECURITY CESSION AND FEES

9.1. Netting

If on any date amounts would otherwise be payable in respect of any one or more CFD Transactions in the same currency by each Party to the other then, on such date, each Party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one Party exceeds the aggregate amount that would otherwise have been payable by the other Party, replaced by an obligation upon the Party by whom the larger aggregate amount would have been payable to pay to the other Party the excess of the larger aggregate amount over the smaller aggregate amount.

10. INDEPENDENT ADVICE AND INDEMNITY

The Client acknowledges that it has been free to secure independent legal and other advice as to the nature and effect of all the provisions of this Agreement and the terms of each CFD Transaction and that it has either taken such independent legal and other advice or dispensed with the necessity of doing so. The Client acknowledges that all of the provisions of this Agreement and the restrictions herein contained have been negotiated as between it and the other parties hereto and thereto and are part of the overall intention of the parties in connection with this Agreement and the other Transactions.

Provided Peresec Prime Brokers has acted in accordance with the provisions of the Agreement, and other than in relation to losses caused by Peresec Prime Brokers’ or Peresec Prime Brokers’ Affiliates’ fraud, wilful misconduct or gross negligence, the Client hereby irrevocably and unconditionally indemnifies Peresec Prime Brokers in full against all direct actions, suits, demands, losses, liabilities or damage that the Client may suffer in relation to the CFD Transaction. Neither Party shall be liable to the other for any indirect or consequential loss or damage, or loss of anticipated profit (whether direct or indirect) or loss of bargain, suffered or incurred by the other party or any of its Affiliates.

11. GENERAL

11.1. Neither Peresec Prime Brokers nor the Client may assign or transfer any of its rights or obligations in terms of a CFD Transaction without the other’s written consent, which will not be unreasonably withheld or delayed, provided that Peresec Prime Brokers may, upon reasonable prior written notice to the Client, make such an assignment or transfer to a branch, subsidiary or Affiliate.

11.2. If any provision of these terms is or becomes illegal, invalid or unenforceable in terms of any applicable law, the remaining provisions of these terms will remain in full force and effect (as will that provision in terms of any other law).

11.3. No failure or delay of Peresec Prime Brokers or the Client in exercising any right or remedy in terms of these terms will constitute a waiver of that right. Any waiver of any right will be limited to the specific instance.

11.4. Peresec Prime Brokers and the Client consent to telephonic or electronic monitoring or recording for security and quality of service purposes and agree that either may produce telephonic or electronic recordings or computer records as evidence in any proceedings brought in connection with these terms.

11.5. Written notice shall be effective if delivered to the Client’s principal business address specified by the Client for this purpose or to Peresec Prime Brokers’ address on the most recent statement for the CFD Transaction (or at any other address it may provide by written notice for this purpose). Notice shall be in English unless otherwise agreed.

IN WITNESS WHEREOF the parties have executed this Annex with effect from the date of signature.

SIGNED at on this the day of 20

For:

Signature: who warrants that he / she is duly authorised thereto

Name:

Capacity:

SIGNED at on this the day of 20

For: PERESEC PRIME BROKERS PROPRIETARY LIMITED

Signature: who warrants that he / she is duly authorised thereto

Name:

Capacity:

OTC DERIVATIVES APPROPRIATENESS ASSESSMENT

Client financial situation, objectives, knowledge and experience

In terms of Financial Markets Act (“FMA”) Conduct Standard 2 of 2018, Peresec Prime Brokers Proprietary Limited (“Peresec”) is required to assess the appropriateness Over-the-Counter (“OTC”) Derivatives for you. Please complete the below table in order for Peresec to make such an assessment. Please note that, if you do not provide the information requested or if you provide insufficient information, Peresec will be unable to assess the appropriateness of transactions in OTC Derivatives for you. Peresec may continue to enter into OTC Derivative transactions with you.

Financial means

Asset value	Y / N
I have sufficient assets to maintain my current living standard despite potential losses on OTC Derivative trades.
Liquid assets	Y / N
I have sufficient liquid assets (e.g. cash) to meet margin calls and /or losses on short notice.

Financial objectives

My OTC Derivatives trades forms part of a comprehensive investment strategy

Loss tolerance

I can determine the maximum loss on an OTC Derivative transaction and has the financial means to tolerate such loss

Proficiency

Experience Y / N	I have sufficient experience in trading in financial markets and OTC Derivatives
I am advised by an OTC Derivates advisor

Risk understanding

I am knowledgeable about all risks related to OTC Derivative trades

Please provide us with supporting documentation where applicable.

You are obliged to inform Peresec immediately in writing if any of this information changes. In the absence of such notification Peresec will accept that this information is still valid.

Signature Date

Name