Mubasher Trade. Securities Contract

(1)

Mubasher Trade

Securities Contract

Client Name: ……….…. Mubasher No: ….……… Serial Number: ….………. Responsible official: ….………. Fund Manager: ….………... Marketing Manager: ….……… Filling Number: ………... Enable Trading: (………)

(2)

First Party Second Party

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Client Name : (passport / ID card) : Exp. Date :

Date and place of birth : Nationality :

To be filled by company Account No.

Unified Code No.

Correspondence Address :

Telephone No.

Mobile Phone No.

Email Address Work Address :

Telephone

Fax

Information about the Work

Occupation Employer Position Years in the position

Method of receiving orders Telephone Fax Email Mail by hand delivery Any Method of Notifying the Customer Telephone Fax Email Mail by hand delivery Any Sending the account statement Monthly Quarterly Annually Keep it at the Company Banks with which the customer deals and

which may be referred to

Bank name: Acc No:

Names of the persons authorized to deal with the Company on behalf of the account holder

Name Position Telephone ID Card Address Power of attorney Relationship to the account holder Limits of the power of attorney

To issue selling and buying orders only / To receive and deliver securities and funds I declare that the information given here

above is true at my own responsibility

Signature

To be completed by the Company

Name of the employee in charge

(3)

First Party Second Party ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 3 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ Client Name : (passport / ID card) : Exp. Date :

Date and place of birth : Nationality :

( Foreign Account Tax Compliance Act )

Individuals

Correspondence Address : Telephone No. Mobile Phone No.

Email Address

Work Address : Telephone Fax

Information about the Work

Occupation Employer Position Years in the position Do you have other nationalities?  Yes  NO If the answer is yes, please mention in detail:

1-……… 2-……… 3-……… 4-……….. Are you a person who is liable to (FATCA)?  Yes  NO (Please refer to US tax advisor)

 Do you have a US passport ? Passport no :

 Permanent resident (green card)? Card no :

 Resident temporarily at intervals ?

 Do you deal with the US IRS Card no :

(The client has been known Who is the US person according to the Foreign Account Tax Compliance Act (FATCA)) Do you have a place of residence within the United States?  Yes  NO

If the answer is yes, please mention in detail:

1-……….………2-……….……… Do you have a phone number in the United States?

1-……….………2-……….……… Endorsement

Acknowledged my personal capacity / capacity as the Crown of the minor that all of the above data are true, completely, and I am the beneficiary of this account, and acknowledge in the case under the Foreign Account Tax Compliance Act FATCA I passed the data and information provided by us correctly, and declare for the company to disclose any data or private information of cash financial accounts in the company with any relevant point of implementation of the Foreign Account Tax Compliance Act FATCA, whether domestic or foreign entity with a statement to that the share that information with third parties for the purposes of the application of this law.

I also pledge to update the data with each change, and without any liability to the company of any kind in any of the above, and this final approval and is irrevocable or amendment.

(4)

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Company’s Name :

Commerical register No. :

Date of registration : / / Issued date : / /

To be filled by company

Account No.

Unified Code No.

Address of the company : City : Country :

Email Address : Telephone No. Fax No.

Activity of the Company : Tax card :

Method of receiving orders  Telephone  Fax  Email  Mail  by hand delivery  Any Method of Notifying the Customer  Telephone  Fax  Email  Mail  by hand delivery  Any Sending the account statement  Monthly  Quarterly  Annually  Keep it at the Company Banks with which the customer deals

and which may be referred to

Bank name: Acc No:

Names of the authorized persons

Name Position Telephone ID Card

I declare that the information given here above is true at my own responsibility

Signature

To be completed by the Company

Name of the employee in charge

(5)

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Commerical register No. :

Date of registration : / / Issued date : / /

( Foreign Account Tax Compliance Act )

Insituation

Address of the company : City : Country :

Email Address : Telephone No. Fax No.

Activity of the Company : Tax card :

Does the company have a GIIN on the IRS ( Internal Revenue Service ) ?  Yes  NO

If the answer is yes, please mention in detail: ………. Is an American company registered or incorporated in the United States?  Yes  NO

Is there - US institutions companies owned individually or complex or are any companies or institutions linked to the ratio exceeded 10% of the company's capital?  Yes  NO

The Name kinship Company name Position Ownership

Is there a US person owns is a group associated with the ratio exceeded 10% of the company's capital?

 Yes  NO If the answer is yes, please mention in detail:

The Name kinship Company name Position Ownership

Does the company have to give instructions to transfer any fixed amount to an account in the United States? Does the company have a phone number or persons authorized to have addresses in the United States?

Endorsement

We acknowledge that all of the above statements are true and complete, and acknowledge that we are in the case under the Foreign Account Tax Compliance Act FATCA the data and informations provided us correctly, and declare for the company to disclose any data or private information of cash financial accounts in the company with any relevant point of implementation of the Foreign Account Tax Compliance Act FATCA, whether domestic or foreign entity with a statement to that the share that information with third parties for the purposes of the application of this law.

We also pledge to update the data for each Mitro by the change, and without any liability to the company of any kind in any of the above, and acknowledge that in the event of a change in ownership of the company or the company registration procedures may lead to the presence of US partner sexual owns share exceeding 10% of the company's capital or in the case of changing the structure of the company to become a company / American institution we will immediately notify the Company accroding to the the Foreign

Account Tax Compliance Act FATCA, as amended, and this final approval and is irrevocable or amendment.

(6)

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To be completed by individuals and juridical persons

Do you or does any of your relatives to the second degree or any of the persons authorized to operate the account at the company or establishment work in the field of securities?

Yes  No 

If the answer is "yes", please provide the following information:

Name Relationship

………. ………. Name of the Company Position

……….……. ……….

Are you a member of the board of directors of a company traded on the Stock Exchange (or in which you own more than 5% of the capital thereof)?

Yes  No 

If the answer is “yes”, please provide the name of the company (companies)

1- ………. 2-……….

Capacity (for self as owner) …….. % ownership: ……..

Custodians 1- ………. 2- ……….

3- ……….….

Do you authorize the Company to collect your coupons? Yes  No 

Do you wish that the Company trade in foreign securities for your account? Yes  No  Are you an U.S person under the law of the U.S tax compaliance (FATCA)? Yes  No  I declare that the information set forth here above

are true, at my responsibility

(7)

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Does the customer trade on the stock exchange through another company?

 yes  no unified code No. ……..

How good is the customer's knowledge of investment in securities?

 very little basic

 good  expert investor

What is the investment goal of the customer?

 periodical income  long-term capital gain  short-term capital gain (speculation)

Does the customer face difficulties in adding new investments to his investment portfolio?

 yes  no

Does the customer depend on his investments to face his living expenses?

 yes  no

What is the time period during which the customer's investment goals are sought to be achieved?

 0 – 3 years  short term (3-5 years)  medium 5-10 years)  long term (10 + years)

What is the customer's readiness to accept short-term fluctuations in the prices of market traded securities?

 does not accept market fluctuations  reasonably accepts market fluctuations  largely accepts market fluctuations  absolutely accepts market fluctuations Does the customer have other

sources of income to meet unexpected incidental living expenses?

 yes  no

During the coming five years, does the customer expect an increase on his annual income?

 yes  no

What is the number of the customer's family members? (for the account of the natural individual only)

 0 1-2 members  3-4 members  5 + members

What is the size of the portfolio expected to be formed during the period in which the customer seeks to achieve his investment objectives?

 less than EGP 50,000  EGP 50,000 – 99,999  EGP 100,000 – 500,000  EGP 500,000 +

(8)

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On the day: ……….. Corresponding to: ………/..…/……… This Contract was entered into by and between:

First:

Mubasher Trade (S.A.E)

A company Regulated by the Egyptian Financial Supervisory Authority (EFSA), License No. (421) Located at 22 A Anwar El Mofty st. Tiba 2000 office Building 7th floor,Nasr City,Cairo, Egypt Represented herein by: ……… As its

Referred to hereinafter as the “Company” or “First Party” Second:

Mr. or M/s……… ID/ Passport ……… expiry date ……….

Address: ………

In accordance with the particulars stipulated herein, referred to hereinafter as the “client” or “Second Party”

Preamble

Whereas, the first party is a licensed securities brokerage company and the client- the Second Party- wishes to deal in securities, either on it’s own behalf or as agent on it’s Client’s behalf, through the company; and Whereas, the client wishes to benefit from additional services provided by the Company, including investment research and studies, coupon collections, registration of shares and the payment of due installments related thereto, as well as the conversion of certificates into deeds.

Therefore, and after declaring having full legal capacity and authority to execute this Contract, the parties agree as follows:

(9)

ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 9 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ (Article 1)

The above mentioned preamble, together with the personal and supplementary information stipulated in the forms attached hereto, represents an integral part of this Contract and one of its components.

(Article 2)

1. The Client shall issue orders to the company for the purchase and sale of securities, whether by hand delivery or facsimile according to the procedures, and may also issue such orders by telephone or by e-mail (as per the relevant EFSA approval) and register it by the first party via the telephone registration system and orders book, in accordance with the forms and warranties approved by the authority for receiving orders according to the procedures stipulated in appendix (1) of this contract.

2. The client shall be bound by its orders and those issued by its authorized representative, until the expiry of the validity period of such orders, or upon a notification issued to the company canceling these orders prior to execution.

3. The Client shall pay the Company the value of the purchase transactions as well as the sale and purchase commissions, in addition to the fees for services rendered and other expenses, in accordance with Schedule (1) attached hereto, which is deemed to be an integral part of this Contract. The Company shall debit the Client’s account with the amount of such expenses, without the need to obtain the Client’s consent.

4. The Company’s invoice issued to the Client will be deemed as the acceptable evidence for execution and shall be payable immediately upon effecting the settlement in accordance with Law No. 95 of 1992, together with its Executive Regulations and the applicable regulations of the Stock Exchange and Misr Company for Central Clearing, Depository and Registry.

5. If the Client is delayed in fulfilling any of its obligations as stipulated herein, then the Client shall compensate the Company for all and any material and moral damages resulting from such failure, as well as all and any costs incurred by the Company, in addition to any fines collected by the Settlement Guarantee Fund as a result of the Client’s delay in effecting cash payment or providing the documents related to the executed transactions. Without prejudice to the provisions of Article 243 of the Executive Regulations of Law No. 95 of 1992, the First Party may freeze the Client’s balance held with Misr Company for Clearing, Settlement & Central Depository in an escrow account, until partial or total sale of the Client’s securities at market prices and within the limits that enable the Company to cover the Client’s debit balance. If the due value of the purchased securities for the Client is not paid within three days of being

(10)

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6. If the Client does not object to the execution notices within a maximum period of two working days of receipt thereof, this shall be deemed as a final acceptance of their contents. Furthermore, if the Client does not object to the account statements within a maximum period of fifteen days of receipt thereof, then this shall be deemed as a final acceptance of their contents. The Client shall be bound by the transaction in any of the following cases and may not object thereafter to same:

 If the Client’s orders are issued in the manner stipulated in this Contract;

 If the Client (or his/her/its representative, as authorized by virtue of a power of attorney or an official document) approves the invoice; or

 If the Client (or his/her/its representative, as authorized by virtue of a power of attorney or an official document) approves the cash statement containing the details of the transactions, in addition to the outstanding amounts related thereto.

7. The Client shall advise the Company in writing of any changes that may occur to any of the data stipulated herein.

8. The Client warrants and represents that the documents submitted to the Company are true, correct and under its liability.

(Article 3)

Company’s Representations & Warranties

1. The Company shall purchase and sell securities in the name and for the account of the Client, as stipulated in the provisions of Article 256 of the Executive Regulations of Law No. 95 of 1992. 2. The Company shall advise the Client in writing – or in the agreed-upon manner stipulated in this Contract – of the status of execution of the Client’s orders, whether related to a sale or purchase, within 24 hours from execution of the orders.

3. The Company shall exert its best efforts to preserve the confidentiality of the Client’s information and documents within the scope of the law. The Company shall also avoid any conflicts of interest when executing any of the Client’s orders.

(11)

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(Article 4)

Duration of the Contract

The duration of the Contract shall be one year, commencing from the date on which it is executed and is automatically renewable. Either Party may terminate this Contract at any time by virtue of a written notice 15 days prior to the termination date, provided that all financial matters outstanding between both Parties shall be settled within one week from the date of such notice.

(Article 5) General Provisions

1. Each advice containing recommendations given by the Company shall be based upon available information and with the purpose of providing service to the Client and shall not be deemed as a warranty of the value of the securities nor their future performance , as price fluctuations may lead to profits or losses for which the Company shall not be responsible, nor shall the Company be held responsible for those transactions which are cancelled by the Stock Exchange or EFSA, provided that the said cancellation is not attributed to the Company, and notwithstanding its obligation to exert due diligence

2. The client represents and warrants, whether the client is the original owner and the sole beneficiary of this account; or authorized by the account owner to act on its behalf as agent, that all funds used to finance all transactions processed through this account are from legitimate sources. The Client shall complete the attached form and provide the company with any additional data that if may request to ascertain the legitimacy of the sources of the invested funds that will be used in the purchase of securities, in accordance with the provisions of Law No.80 of 2002 prohibiting money laundering transactions, along with its Executive Regulations and Ministerial Decision No.620 of 2001 issued by the Minister of Economy and Foreign Trade, as well as the Decree No.87 of 2008 issued by the Board of EFSA. The Client shall also complete the attached form prepared by the said Authority pursuant to the principle of “Know your customer”.

(12)

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4. This Contract may only be amended by a written document signed by both parties. Any notices to or received from the addresses stipulated in this Contract shall be deemed valid and effective.

(Article 6) Dispute Resolution

Any dispute or controversy arising between the Parties may be settled by reconciliation under the auspices of the Egyptian Capital Market Association (ECMA).

The Parties may also agree to resolve the dispute or controversy by arbitration in accordance with Law No. 27 of 1994 regarding civil and commercial arbitration or through referral to the Cairo Regional Center for International Commercial Arbitration. And in the absence of the agreement to settle the dispute by any of the ways stipulated in the second and third paragraphs of this article the applicable jurisdiction shall be of the court in its circuit the first party’s headquarter.

In all events the Company shall send a copy of the conciliation agreement, arbitration award or court judgment – as the case may be – pertaining to the resolution of the dispute or controversy, to the Egyptian Financial Supervisory Authority (EFSA).

(Article 7) Counterparts

This Contract has been issued in two counterparts, with one copy being handed to each Party to act accordingly.

First Party Second Party Name: ………..………

(13)

ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 13 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ Appendices:

- (For individuals): Copy of ID and official power of attorney authorizing those person(s) having the right to deal on the bank account.

- (For corporate): a copy of the Commercial Register and Articles of Association, together with an authorization to open an account with the Company and an authorization for the person(s) having the right to deal on the said account, along with photocopy(ies) of the ID(s) of the authorized representative(s) who have the right to deal with the Company.

- A statement specifying fees, commissions and expenses.

- An authorization by the Client consenting to an inquiry with those banks he/it deals with.

- The rules and procedures that shall be taken into consideration when carrying out the Client’s orders issued via telephone.

(14)

ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 14 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ Appendix (1)

Commission, Expenses and Fees Statement

Trading commission

Article 1/ Account Opening Fees for the first time.

The Client shall pay the trading commission and other expenses, as well as the clearing fees, Stock Exchange expenses, stamp duties, central depository fees, and any other expenses that shall result from trading of securities through the Stock Exchange.

0.000

000

Article 2/ Fees, Commissions and Expenses Statement:

The abovementioned conditions, fees, commissions, and expenses are an integral part of the terms and conditions of Article 2 of this account opening Contract. The Company shall always have the right to amend these commissions and expenses at any time, provided the Company obtains the Clients prior consent on such changes.

All and any cheque collection fees charged by banks for the cashing of cheques issued by the Client to the Company shall be debited from the Client’s Account, as well as any and all remittance fees for effecting remittances instructed by the Client, in addition to any and all administrative fees related to the Client’s Account.

(15)

Bank Reference Inquiry Authorization Form

Date: ………..

To Messrs (Bank Name): ………..

Subject: With Reference to our client: ……….

Kindly provide us with your information about the business integrity and financial reputation, as well as the period and the nature of your dealings with the aforementioned Client. Please be assured that all of the information provided by your esteemed establishment shall be strictly confidential. You will find hereunder the consent of the Client to run the subject inquiry.

For the Company: ……… Name: ……….. Signature: ……….

I, the undersigned, consent to providing all and any required information required by the Company without any responsibility on your part.

Bank Name: ………... Name of Account Holder: ……… Bank Account Number: ………... Signature: ………. Date: ………...

(16)

Procedures & Warrantiesfor Receiving Client’s Instructions by Telephone Telephone Instructions:

The Company has the approval of the Capital Market Authority on 7/9/2008, in accordance with the provisions of Article 263 of the Executive Regulations of Law 95 of 1992, for receiving Telephone instructions.

Orders shall be recorded Order Log Book certified by the Capital Market Authority. Agreement to receive orders on the telephone registration system

After the two parties declared that they have full legal capacity and authority to execute this agreement, the parties agree as follows:

- The above mentioned preamble shall be deemed as an integral part of this agreement and one of its items.

- The second party (The Client) does hereby acknowledge its approval to issue its purchase and sale orders through the telephone registration system to the first party and to register it by phone. The second party (The Client) shall not be permitted to deal through the company under the telephone registration system except after concluding an opening account contract.

- The second party (The Client) does hereby acknowledge that in case the telephone registration system receives its orders, the client shall be fully responsible for it without any liability on the company with an obligation of the second party (the client) to bear all effects produced by such orders as if it is written orders and all consequences resulted from it, and accordingly; the second party shall not have recourse against the company in this regard. While the company shall have the obligation to exert due diligence in taking the due caution to ensure the confidentiality of telephone calls.

- This agreement has been issued in two counterparts, with one copy being handed to each Party to act accordingly.

(17)

ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 17 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ Agreement of corresponding by Fax

By virtue of the opening account Contract concluded between the First Party (Company) and the Second Party (Client) and according to the system of getting instructions through the correspondence means by Fax and after the two parties have admitted their Legal Capacity to conclude such Agreements, they have agreed upon the following items:-

1. Notifications that may be sent by Fax between the two parties and that are effective to all its legal effects relating to the client's orders like selling, purchasing and amending the data and information between the two parties. As a guarantee for the secrecy of transactions, the second party (client) set a Fax in the number of ……….. so that any correspondence or notifications shall be sent through it and also sending the amendment of its personal data. While in case the second party wishes to change this Fax, it shall notify the First Party (Company) by virtue of a written notification and accordingly the two parties sign.

The client represents and warrants, whether the client is the original owner and the sole beneficiary of this account; or authorized by the account owner to act on its behalf as agent, that all funds used to finance all transactions processed through this account are from legitimate sources and provide the company with any additional data that if may request to ascertain the legitimacy of the sources of the invested funds that will be used in the purchase of securities, the Company has the right to inquire about the client with the banks those the client deal with.

Kindly confirm your e-mail address and mobile number thereby we will deal with you in the future in all transactions and electronic correspondences including the receiving of pin code.

E-mail :

(18)

ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 18 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ Appendix to a brokerage Agreement

for securities purchased and sold at the same day (Intra Day Trading) It is on ……….. Corresponding to / /

This Agreement has been entered into by and between (Company) or (first party)and (Client) or (Second Party).

Preamble

The two parties agreed to conclude such appendix in order to cover the trading of securities purchased and sold at the same day (Intraday Trading) issued by the resolution of the Head of EFSA no (67) of 2012.

The activity of trading the purchased and sold securities at the same session is an activity full of risks as such risks may lead to a great loss, as well as the high costs and expenses relating to the implementation of such operations, and accordingly; this system doesn't match the needs of the clients who don't wish to sustain such high risks, also this system is not suitable for the small investments.

It is worth mentioning that the activity of trading the purchased and sold securities at the same session falls under the same risks applicable for the Securities Trading in general in addition to another number of investment risks like the decrease of sale price than the purchase price which results in a capitalism looses incurred by the client. Taking into account that the looses of the one day operations may be more than the capital invested in insuring the purchased operations.

This appendix shall include the previous preamble as an integral part from the brokerage Contract (opening an account Contract for securities trading) dated on / / between the two parties.

1. The client or his representative wishes (according to the brokerage contract) to deal in the system of the purchase and sale of securities at the same trading session through the Company, and the client paid a down payment for dealing in such system.

2. The company shall be sure of each order issued by the client is conform with the conditions stated by EFSA and Egyptian exchange, as well the percent of the cash payment.

(19)

ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 19 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ The client acknowledges his knowledge of the restrictions imposed upon transaction under this system including that the daily transactions of the client shall not exceed 1 /20,000 of the shares registered at the Company in the stock market schedules.

3. The client shall acknowledge and undertake his obligation to fulfill all obligations resulted from such kind of transactions, as well as the expenses and commissions attached to the brokerage Contract.

4. The Client approves that the Company shall daily add the due amounts to his account.

5. Without prejudice to the fact that the Company exert maximum care to achieve the client's interests, the Client shall acknowledge his knowledge of all risks of purchase and sell at the same day for any reason, the Client shall also pay the value of such securities at the next day of purchasing and before the beginning of the trading session, the Company shall have the right to sell all or part of the securities owned by the client without reference to him within the limits that enable the Company to cover its monetary balance and the client shall bear the total value of securities purchased and the expenses and commissions resulted from the purchase and selling process.

6. Any disputes arise between the Company and the Client shall be settled by the same means agreed upon in the Contract dated on / / .

7. The Company doesn't provide investment services by virtue of such appendix and shall not be liable for any losses suffered by the Client as a result of practicing the activity of trading the securities purchased and sold at the same session or as a result of executing the orders issued from the Client.

First Part Second Party Name: ………..………

(20)

ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 20 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ Expression Model upon the investment risks related to

trading of securities purchased and sold at the same session (A) Risks in general:-

The Company would like to inform the client with following:-

1. The trading system of securities purchased and sold at the same session contains a high degree of risks.

2. In general, the trading system of securities purchased and sold at the same session is not convenient to the investor having limited funding sources and accordingly doesn't have the ability to sustain such high risks relating to this activity.

3. The investor in such kind of activity shall have enough knowledge and ready to face the possibility to meet high looses that may reach to loosing the whole amounts dedicated for investment in this activity in addition to commissions and other expenses which if don't increase the looses, it will reduce the profits. 4. Accordingly; it is not recommended to devote any savings or money in investing

in such activity for spending on remedy, education or living expenses, it is also not recommended to finance the investment in this activity through Overdrafts, getting loan from one of the banks or mortgaging the real estates or projects of the investor to provide the necessary liquidity for investing in such activity. 5. This kind of activity requires knowledge and awareness of the capital markets, its

working methods, investment modes and Market fluctuations.

6. The investment includes the investor's exposure to multiple forms of competition by the experts, vocational and Professionals who practice such activity in market and have knowledge and scientific expertise of various forms of investment.

(B) Risks relating to the activity nature:-

- The system of trading of securities purchased and sold at the same session allows for the client to purchase securities in a value that may reach to many times as much the amount dedicated to the purchase account as the selling price may be less than the purchase price which may result in a great loss if the investor sold at the same session which may result huge capital looses and may lead to loss of all client's assets.

(21)

ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 21 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ Notes:-

1. The Client may settle the transaction at the same session and accordingly be settled according to the original trading system (T+2) and then selling after improvement of prices conditional on paying the whole amount of shares purchased before the settlement.

2. The Stock Market Department may stop trading in securities purchased according to this system in cases of prices change up or down in variable percentages which impede the client from the Process of re-sale in whole or in part.

3. The market value of securities may not reflect its true value. (C) Legal Frame of the Activity:-

1. The trading is not circulated except upon the securities registered in the Stock Market in which the criterions, set forth by the Stock Market Department and legalized by the Authority, are available and declared by the Stock Market before the beginning of the session.

2. The daily transactions of the client according to this system shall not exceed 1/20,000 of the number of securities registered in the Company at the Stock market schedules, the Authority may amend the mentioned percent and such amendment shall be binding to the client from the date of its issuance.

(22)

ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 22 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ ANNEX TO THE ONLINE SECURITIES TRADING AGREEMENT

I-PREAMBLE

Whereas Mubasher Trade (hereinafter referred to as "Company") provides the online securities trading service to its Users as per the license granted Capital Market Authority (CMA) under No. 421 on 20/90/2007, enabling the Users to inquire about the Egyptian Stock Exchange transactions and rates as well as their stock and cash balances in addition to the securities purchase and sale;

Whereas the User has concluded a securities trading account with the Company to sell and purchase securities through the User's cash account;

Whereas the two parties intends to develop the relation taking into account that this Agreement is essentially based on the account open agreement dated / / , as the User may conclude this Agreement only after concluding the Securities Trading Account Agreement. This Agreement is an integral part of the Securities Trading Account Agreement which is to be referred to if any requirements not stated herein. This Agreement is subject to the applicable Egyptian Laws and, unless otherwise provided for herein, the provisions of the Securities Trading Account Agreement.

II-ACCESS TO MUBASHER TRADE WEBSITE

The User shall sign and accept all terms and condition hereof to access the Company's site and fill in the required data for identification. The data includes, but not limited to, account number, post box number and mobile number provided that such data shall match to that registered with the Company to access to the Company's site.

The Company may require additional data after notifying the User to access the Site.

III-TERMS OF THE AGREEMENT

The User represents and warrants that:

1- He/she is fully informed of the terms and condition of this Agreement and complies with thereof.

2- The subscription in this service (Online Trading) subject hereto is conducted via the Company's site and the User's computer after filling in the e-form as the User may not

(23)

ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 23 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ object to these procedures as long as they are conducted via the Company's site after the entry of the User's personal data.

3- He/ She shall conclude an Account Agreement including two accounts (cash & securities portfolio) to enable the Company to trade on behalf of the User via the Internet.

4-The required data and the User's password to access the Company's site are confidential and the User is fully liable to the confidentiality of the data. If any person obtains this data by mistake, the User shall solely be liable to any damage resulting from a manipulation or mistakes due to the loss or use of the data through a person other than the User or authorized person, without any liability on the Company.

5- The Company deals with any orders issued from the User's private account via the "Online Trading" as if such orders are corresponded as long as the "Online Trading" is accessed using the User's access & transaction passwords by the User, Company or CMA.

6- He/she is solely liable for any orders posted via "Online Trading" including any mistakes, failures or repetitions.

7- The Company or any authorized representative has the right to assume that the User's orders are free from any errors and act in the light of these orders if they include sufficient data for the Company or any authorized representative to carry out these orders provided that they are within the limits of the User's powers and the User have sufficient funds to cover fees.

8- The User shall notify the Company of any loss of the said data or access thereof by an unauthorized person and the User is fully liable for any damage until the time of the notification.

9- He/she has read the statement of internet hazards attached hereto and has accepted and realized the hazards related to the "Online Trading", including User's secret transaction hacking, unauthorized third party access or any other security hazards stated herein.

10- The Company is not liable to the User for any damage via "Online Trading" if such damage results from third party partially or totally.

(24)

ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 24 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 11- The User's cash account has sufficient funds to purchase and User's securities account allows for sale to conduct "Online Trading".

12- The Company shall not provide consultation services regarding "Online Trading" and the decision to purchase or sell securities rests only with the User and not based on the Company's recommendation.

13- Investment in stock or any other market securities implicate loss risks and profit opportunities including the loss of the User's total investment amount.

14- In some market conditions, it will be difficult or impossible to settle or liquidate the User's portfolio.

15- The Company shall not, in any way, approve the User's investment decision or provide any consultation about its approval for a sale or purchase and the Company does not support or sustain any consultative advice stated in any investment consultation reports released by the Company or any external entities.

16- Trading Orders may not be conducted for reasons, including but not limited to, a price mismatch to a trading ceiling and floor rate or trading halt by the Stock Exchange. 17- The Company may add annexes or amendment hereto as additional conditions and terms provided that the User is previously notified thereof and such annexes and amendments comply with the applicable law provisions.

18- The Company has the right to reject any trading currency not conforming to the terms hereof.

19- Before mailing any orders, the User shall make sure that all information stated in the order is correct, including but not limited to, (1) security, (2) security number, (3) set or market price at which the User wants to trade and (4) the order validity.

20-The Company may keep electronic files of all the User’s orders via “Online Trading”. 21-All online trading transactions are bound to the User upon the access to “Online Trading” form and the User shall receive proceeds of securities after the settlement period.

(25)

ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 25 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 22- The Company may reject any trading transaction if it sees, at its discretion, that the creditor balance “Cash Account” is/ will not be sufficient after that trading. If the Company thinks, at any time, that the User should be protected and secured, the Company may require the User to deposit a cash amount for that protection.

23- The User may not give orders implicating a false speculation or a willful intention to affect securities rates and the Capital Market Authority and competent authorities to be notified of such action.

24-If the User is a chairman or a board member of a company regulated by Law No. 95/1992, and wants to purchase or sell the stock thereof, the User shall notify the Capital Market Authority and the Stock Exchange 24 hrs before that transaction.

VI.COLLATERALIZATIONS &DISCLAIMERS:

1. The Company shall render unto the User no covenants, representations or warranties as to the quality, timeliness, accuracy or reliability, and the like; or as to the User’s access to Online Trading.

2. The Company shall not covenant, represent or warrant the “Online Trading, be in compliance with any standardizations rendered by the Company thereon; or “Online Trading” be free and clear of errors and faults.

3. The Company shall incur no liability as to any loss or damage to be possibly sustained by the User, save those ensuing from gross negligence or willful malpractice on the part of the Company. The Company shall, in particular, incur no liability as to any losses or surcharges (unless such losses or surcharges have been substantiated to be caused by the gross negligence or willful malpractice on the part of the Company) having been arising from the following:

A. Access, system or equipment failures; or a technical glitch (whether it be total or partial);

B. Fraud, falsification or forgery;

C. Any incident taking place beyond the Company’s volition;

D. Any damage occurring incidentally or ensuing circumstantially from conditions beyond the Company’s volition.

4. The Company shall, under no circumstances, incur any legal liability towards the User or any other person or any other entities vis-à-vis damages of whatsoever type, to be ensuing from the User's access to "Online Trading", inability to have

(26)

ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 26 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ access thereto, inadvertency thereto, or any abruption from supplying the service regardless thereof (including negligence or exclusively legal liability), whether the likely incidence or occurrence of such damages has been notified (or not); or, such damages can be in no other way anticipated.

5. The Company shall spare no reasonable efforts to categorically ensure the optimum performance of "Online Trading".

6. The Company shall incur no failures or breakdowns in the access means or facilities that are to be beyond the Company's control, and that can inflict the accuracy or timeliness of the feedbacks being sent through "Online Trading". 7. The Company shall incur no liability vis-à-vis any losses – be they actual or

anticipatory – that are to be ensuing from the User's inability to have the trading operations executed due to the inoperable access to "Online Trading" or for any other reason.

8. The Company shall incur no liability as to any virus on the Computer, or any glitch related thereto, whilst the reason therefore is to be imputed to the Internet Server; or to be ensuing from the User's own computer.

V.TERMINATION OF THE ANNEX:

– The User may terminate this Annex at whatsoever time through notifying the Company in writing via a registered receipt confirmed letter. The effective date of such Notice shall commence on the day following the date whereon the Company has received the Notice.

– In case of the User's violation of any Article hereof, the Company may promptly terminate this Agreement, and repeal the User's accessibility to "Online Trading System" and utilization thereof. Under this Article, the Company shall be entitled to unilaterally terminate this Agreement at any time through notifying the User via a written Notice.

– Upon termination of this Agreement for any reason, the Company's and the User's respective duties and obligation shall be outstanding even after the termination thereof in respect of any operation or trading in any other operations that have been conducted from time to time, prior to the termination hereof, on the Effective Term, when any amendments, which might be effected on the Agreement, dispatched by the Company unto the User at his/her address, contained in the Company's records: in the event that the User has not, within fifteen (15) days as of the Amendment

(27)

ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 27 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ Date, notified the Company of non-acceptance of such Amendment, the User shall be deemed to be accepting the same. In case the User has notified the Company of non-acceptance of the Amendment, the Company shall be entitled to terminate this agreement on the spot and to repeal the User’s accessibility to the "Online Trading system," and utilization thereof. Nevertheless, the Company may, with no mandatory obligation thereon, wrap up any operations having been undertaken by the User prior the enforceability of such 'Termination'. Under no circumstances, may the User express his objection to any amendment that might be effected in pursuance of the provisions of Law and applicable decisions.

VI.ONLINE RISK DISCLOSURE STATEMENT:

The User represents and warrants accepting all the risks being involved through having access to the Internet so as to execute the relevant brokerage and Information Telecommunication operations including but not limited to the following all-out risk categories:

1. Third Parties' intervention including inter alia interception and dispatch of emails by fraudulent crooks impersonating others: those who manage to access and tamper with websites and those who manage to waylay websites without fixing them or tampering therewith. Furthermore, Third Parties' intervention can include inter alia ingression of virus-based platforms or systems, and ingression of intrusive and backdoor programs and platforms into the computers… etc, where such programs or platforms are to interfere with and burn out access, and to cause damage to the User's computer systems including devices and software;

2. Occasioning failures to the Intercommunication network, including inter alia the incidence of intermitting breakdown, or delay and dump therein, where the same can lead to the banking or brokerage process inoperability on a timely manner and with due dispatch.

3. The User's personnel and other authorized users' rendition of internally built-in amendments under all circumstances to the User's own computer system (in the event of the User be a corporate entity).

4. Inadvertency or negligence in dealing with sensitive data committed or entertained by persons having access to the User's computer, data backed up therein or data printed out or has been retrieved there from in another way;

(28)

ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 28 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 5. The possibility of the encryption system's being exposed to the illogically vigorous

intervention means and other types of attacks;

6. Any risk being occasioned by the access to the Internet;

7. The User declares that there has been, with the lapse of time, steady furtherance to and excessive operability in the security technologies and obfuscating methods as to the manipulating means of the people who manage to have access and tamper with websites, and of third parties who seek to intercept and intervene in the internet telecommunications. It is likely exigent to continually pursuing the security measures and technologies updates, and to maximizing the online accesses and banking operations being executed via the Internet;

8. The User represents and warrants rendering fire walls, encryption systems, passwords and the other access control mechanisms in order to curb the risks ensuing from online access, telecommunications and process operability and execution. The User declares that every such security mechanism is to be only as vigorous to circumvent event the most powerful circuit in the system. The internally built-in security codes shall be so properly executed, pursued, updated and applied to secure the utmost efficacy from such systems;

9. The User represents and warrants that the number of the persons who are authorized and are to be granted variant levels of accessibility to the "Online Trading System" – actual and virtually logical accesses – shall, in respect of the Computer System, remain within the most minimal level, being required to have the Computer System been operating effectively.

VII.CONFIDENTIALITY OF ACCOUNTS:

This Agreement shall be effectively subject to the Confidentiality of Accounts Principle, where the Company shall keep the information related to the User secret and confidential. The Company shall not have third parties cognizant thereof. Without prejudice thereto, the Company shall be allowed by the User to disclose data in pursuance of the applicable Laws and the official authorities' Bylaws that prescribe their cognizance of such data. The User declares his acceptance to allow the Company to make use of the User's own documentations kept thereby upon incidence of any dispute between them.

(29)

ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 29 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ Acknowledgment

I, ………..……….. ID no ………, as a client of Mubasher Trade that is authorized to trade in securities through the International Network for information through Mubasher Trade, do hereby acknowledge that the Company delivered it to me in a closed letter through the Pin Mailer system and that the Company doesn't have any means to detect the identity of the order entry, and accordingly; in case any body get them in any way even if by mistake, I shall be the only responsible for any damages may occurred to me as a result of the same with no obligation upon the Company for any cheating or errors resulting from their leakage or usage by any other person even if it is not me nor any delegated person. I also undertake that in case of loosing the secret number, I shall immediately notify the Company through an official letter along with a request of canceling the old number and issuing a new number.

Name: ………..………... Signature: ……….……….

(30)

ــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ 30 ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ Permanent Instructions

Submitted by: ……….

- I would like to ask you to kindly freeze all shares subscribed for my account immediately after registering it for trading and kindly freeze also any shares had been purchased or will be purchased through your Company and acknowledge that I won't ask to unfreeze the above mentioned shares except through your Company.

- I would like to ask you to kindly freeze all shares subscribed for my account immediately after registering it for trading and kindly freeze also any shares had been purchased or will be purchased through your Company and I acknowledge that I won't ask to unfreeze the above mentioned shares except in case my balance is debited and stable at my balance statement. I further acknowledge not disposing in such shares except through Mubasher Trade till the payment of all stable debt at my balance statement in the Company till the last deal.

- Whereas I deal with Mubasher Trade Company under the ordinary settlement system (two days) and the daily settlement system (trading in the same session) whether by Egyptian Pound or USD, I delegate the Company to make the Clearance between my accounts to pay the debits that appear in any of such accounts by deducting from my credits in other accounts that allow the same whether the account is in dollar or in Egyptian Pound and in case of such clearance, I acknowledge in advance my approval on the prevailing exchange rate at banks through which the conversion of a currency to another is done. Taking into account that such acknowledgment shall be deemed as an integral part from the Agreements concluded between me and the Mubasher Trade Company and I shall not have the right to claim the Company with any rights resulting from such conversions whether at present or in future.

Name: ………..…….……… Signature: .……….……….