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VERIFICATION FORM (BLACK GROUPS)
This is the Verification Form (Black Groups) to be completed for purposes of the BEE Verification Process in respect of the Standard Trading Process, the Own-Broker Trading Process and the Off-Market Transfers Process.
INSTRUCTIONS
1.1 Fill in and complete this Verification Form (this "Form") in CAPITAL LETTERS and black ink.
1.2 Specific meanings (definitions) have been given to some words and phrases in this Form. These words and phrases start with a capital letter. The only defined words that do not always have a capital letter are the words "you", "we" and "us". A list of defined words and phrases, and also the meanings we have given
them, is contained in Annexure 1 (Interpretation and Definitions) to the Trading Terms and Conditions. This list of definitions is available on the Shareholder Platform Website or can be requested from the Call Centre. Sometimes the definitions of a word or phrase can also be found in the body of this Form (in the same way that we have defined this Verification Form (Black Groups) as this "Form" in paragraph 1 above). The words
and phrases that have been defined will have the same meaning wherever they are used in this Form.
1.3 If you make changes or corrections to the information that you fill or complete in this Form, you must put your full signature next to the changes and corrections.
1.4 When you submit this Form to YeboYethu, you must also submit the appropriate Supporting Documents listed in Annexure 3 of the Trading Terms and Conditions.
1.5 You can download and print this Form from the Shareholder Platform Website or you may call the Call Centre (during Business Hours) and request that a copy be sent to you. You must complete this Form manually.
1.6 You must submit this Form (properly completed and signed), together with the Supporting Documents, to YeboYethu by email or fax or post or delivered by hand. The email, fax, post and hand delivery details are:
Physical Address:
Link Market Services (Pty) Ltd 13th Floor Rennie House 19 Amenshoff Sreet Braamfontein 2001 OR
Velocity Trade Financial Services (Pty) Ltd 1st Floor 200 Main Road Claremont Cape Town 7708; Fax: +27 86 249 1030; and Email: [email protected].
1.7 Any Supporting Documents delivered by hand or by post must be originals or certified copies.
1.8 Any Supporting Documents sent by email, fax or other electronic means must be certified copies.
1.9 Any Supporting Documents sent by fax or other electronic means, must be sent with a fax cover sheet which includes the information set out in Schedule 2 attached to this Form.
1.10 Copies can, for example, be certified at any South African Police Station.
1.11 If you have any questions regarding the contents of this Form, please contact the Call Centre.
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BLACK GROUP DETAILS
Black Group category Company
Partnership
Trust
Close
Corporation
Other
unincorporated
entity or
association
Black
Group
name
Group
Shareholder
Number
Registration
number
Investor
Number
AUTHORISED REPRESENTATIVE DETAILS
Surname
Signature
First names in full
Identity number
Capacity
Residential address
Postal Code
Contact details Office phone number
Home phone number
Cell phone number
Fax number
Email address
BEE STATUS
Please specify (if applicable) the percentage involvement in the ownership by: (i) Black People; (ii) Black women (if known) and (iii) Black new entrants (if known), using the "flow-through principle" according to the BEE Codes to determine the following percentages (www.thedti.gov.za):
% Economic interest % Exercisable voting rights
% Black ownership % %
% Black women ownership % %
% Members who are Black new entrants % %
CONTACT DETAILS FOR BLACK GROUP
Cell phone number:
(Note: This must be the same number as the Authorised Representative cell phone number above.)
E-mail address:
Office phone number:
Fax number:
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Postal address:
Postal code:
Physical address:
Postal code:
Please choose if messages we send you by SMS must also be sent to your e-mail address (please tick (√) the correct box)
Yes: No:
Please choose if the monthly statements we send you by SMS must also be sent to your e-mail address (please tick (√) the correct box)*
Yes: No:
Notes:
* This is only applicable if you select the Standard Trading Process.
BANK ACCOUNT DETAILS FOR BLACK GROUP*
Name of bank account holder:
Name of South African bank:
Name of bank branch: Bank account number:
Bank branch code: Account type: Cheque** Savings**
Notes:
* (i) This information is optional for the BEE Verification process in respect of the Standard Trading Process and the Off-Market Transfers Process and (ii) we cannot accept banking details in the name of a third party. ** Please tick (√) one.
If you have provided your bank account details above, please also ensure that the bank verification section below is complete.
SELECT METHOD OF TRANSACTING
Please select the method of BEE Verification you wish to use when becoming a BEE Verified Person:
Standard Trading Process *
Own-Broker Trading Process *
Off-Market Transfers Process *
* Please tick (√) one.
BANK VERIFICATION
We confirm that the above information about the abovementioned Black Group's account at this bank is correct. THIS MUST BE COMPLETED BY YOUR BANK _______________________________________
Signed on behalf of bank BANK STAMP HERE
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AGREEMENT TO THE TRADING TERMS AND CONDITIONS, PRIVACY POLICY AND THE IMPORTANT DISCLOSURES CONTAINED IN THE APPLICABLE TRADING TERMS AND CONDITIONS
You must agree to the applicable Trading Terms and Conditions, Privacy Policy and important disclosures contained in the applicable Trading Terms and Conditions in respect of the method of transacting which you have selected.
If you are applying to YeboYethu for BEE Verification, then you need to, as part of the BEE Verification process, agree to the applicable Trading Terms and Conditions, Privacy Policy and the important disclosures contained in the applicable Trading Terms and Conditions by completing and signing this Form. When you complete and sign this Form, you are confirming and agreeing that you have read, understand and agree to the applicable Trading Terms and Conditions, Privacy Policy and important disclosures contained in the applicable Trading Terms and Conditions.
It is important that you read and understand the applicable Trading Terms and Conditions, Privacy Policy and important disclosures contained in the applicable Trading Terms and Conditions. If you have not got a copy of the Trading Terms and Conditions, the Privacy Policy or the applicable Trading Terms and Conditions, you can get a copy:
on the Shareholder Platform Website;
by asking through the Call Centre; or
by asking in an e-mail to [email protected].
SIGNATURE SECTION
By signing below:
you agree that YeboYethu is allowed to verify (check) your details (including asking other people and companies) and you will also help YeboYethu to do this when we ask for your help;
you confirm that you have read, understand and agree to the applicable Trading Terms and Conditions and Privacy Policy; and
you are aware of, understand and agree to the limits, exclusions, liabilities, risks and promises in the applicable Trading Terms and Conditions.
Signature: Day Month Year
Name:
Capacity/office
held: Authorised Representative:
If you are not signing as the Authorised Representative of the Black Group but in a different capacity, please state this different capacity below. If you do not state this different capacity below, we will treat this as you signing as the Authorised Representative.
Other capacity (if any):
_________________________________
IMPORTANT: By signing this Form you confirm that the details contained in this Form are true and correct. Once you have signed this Form, you will not be able to say later that the details that you put in this Form were not true and correct when you gave us this Form. We may also have claims and rights against you because of the details that you put in this Form.
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Schedule 1
AUTHORISING RESOLUTION FOR BLACK GROUPS
Resolutions of the directors, trustees, partners or members of:
___________________________________________________ (_________________________)
Black Group name Black Group registration number
(the "Black Group")
Resolutions (agreements):
The directors, trustees, members or partners ("we") have been given the required notice and have agreed on ("resolved") the following:
Purchasing, holding, selling and/or transferring YeboYethu Shares
We agree (resolve) that the Black Group be and is authorised to do all things and sign all documents in respect of YeboYethu (RF) Limited ("YeboYethu") regarding the purchasing, holding, selling and/or transferring of, or otherwise taking any action in relation to, ordinary shares in YeboYethu ("YeboYethu Shares"), including but not limited to (and
to the extent applicable):
applying to YeboYethu for confirmation that the Black Group is eligible to become a holder (owner) of YeboYethu Shares, and to complete, sign and implement all forms, documents and agreements for (and related to) such application process ("Application Process");
applying to YeboYethu to be verified to buy and/or sell and/or give/take transfer of YeboYethu Shares, and to complete, sign and implement all forms, documents and agreements for (and related to) such verification process ("BEE Verification"); and
otherwise engaging with, or issuing instructions to YeboYethu, any of its service providers and/or any third parties rendering services to the Black Group, from time to time, in respect of the buying, holding, selling and/or transferring of, or otherwise taking any action in relation to, YeboYethu Shares (including, but not limited to any action in relation to any corporate action affecting the Black Group's holding of YeboYethu Shares).
Appointment of Authorised Representative
We appoint ______________________________________ (insert name)
with ID number ___________________________________ (insert ID number)
as "Authorised Representative" of the Black Group.
We agree (resolve) that the Authorised Representative is allowed to do the following, for the Black Group:
do all such things and sign all such documents, necessary to give effect to or incidentally required for the Application Process;
do all such things and sign all such documents, necessary to give effect to or incidentally required for the BEE Verification process; and
otherwise engage with, or issue instructions to YeboYethu, any of its service providers and/or any third parties rendering services to the Black Group, from time to time, in respect of the buying, holding, selling and/or transferring of, or otherwise taking any action in relation to, YeboYethu Shares (including, but not limited to any action in relation to any corporate action affecting the Black Group's holding of YeboYethu Shares).
This is done and signed at __________________________on the _______ day of __________ 20____.
_____________________________________________ _________________________
Full name Signature
_____________________________________________
ID number
_____________________________________________ _________________________
Full name Signature
_____________________________________________
ID number
_____________________________________________ _________________________
Full name Signature
_____________________________________________
ID number
_____________________________________________ _________________________
Full name Signature
_____________________________________________
ID number
_____________________________________________ _________________________
Full name Signature
_____________________________________________
ID number
7 Verification Form (Black Groups) with Standard Trading Terms and Conditions.docx 2016/07/19
_____________________________________________ _________________________
Full name Signature
_____________________________________________
ID number
Certification that the extract and signatures are true and accurate:
I certify (promise) that:
the above are the signatures of all the directors, trustees, partners or members of the Black Group needed to pass this resolution; and
the above is a true extract of the original resolution. ______________________________________ Name: ________________________________ Capacity: ______________________________ (Company secretary; director; trustee; managing partner or authorised member)
Date: ________________________________
8 Verification Form (Black Groups) with Standard Trading Terms and Conditions.docx 2016/07/19
Schedule 2
FOR THE ATTENTION OF VELOCITY TRADE FINANCIAL SERVICES (PTY) LTD
Signature Day Month Year
THIS COVER SHEET MUST BE USED FOR ALL ELECTRONIC DOCUMENT TRANSMISSIONS
THIS COVER SHEET MAY BE FAXED TO: +27 86 249 1030
OR
E-MAILED TO: [email protected]
ELECTRONIC TRANSMISSION COVER SHEET
No. of pages (including this): Subject: Electronic document transmission
Identity number of sender (if applicable ):
Sender's Group Shareholder
number (if known):
Email address:
Cell phone number:
Office phone number:
Home phone number:
Fax number:
SENDER'S POSTAL ADDRESS SENDER'S PHYSICAL ADDRESS
POSTAL CODE: POSTAL CODE:
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YEBOYETHU (RF) LIMITED
STANDARD TRADING PROCESS:
VERIFICATION REQUIREMENTS, TERMS
AND CONDITIONS
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TABLE OF CONTENTS PAGE NO.
1 Sections to these Terms ........................................................................................ 3 2 Limits, exclusions, liabilities, risks and promises in these Terms .......................... 3 3 Important terms and conditions .............................................................................. 3 4 Annexures to these Terms ..................................................................................... 5 5 Meaning of words and rules for reading and applying ........................................... 6 6 About the Standard Trading Process ..................................................................... 6 7 The Trading Terms and Conditions is a legal contract between you and us ......... 8 8 Other important documents.................................................................................... 9 9 Black individuals (Black People) .......................................................................... 10 10 Black Groups ........................................................................................................ 12 11 Authorised Representatives ................................................................................. 14 12 Minors and persons without legal capacity .......................................................... 15 13 Changing, correcting and completing details ....................................................... 16 14 You promise the following when you agree to these Terms ................................ 18 15 Changing these terms .......................................................................................... 19 16 Suspension of your BEE Verification Status or suspending our use of the
Transaction Platform ............................................................................................ 19 17 Ending your use of the Transaction Platform ....................................................... 22 18 Intellectual property rights .................................................................................... 24 19 Transfer of rights .................................................................................................. 24 20 Limits to your claims against us ........................................................................... 24 21 Interpretation in line with the law .......................................................................... 26 22 Notices ................................................................................................................. 28 23 Details .................................................................................................................. 29 24 Whole agreement ................................................................................................. 30 25 Losing certain of your rights ................................................................................. 30 26 Each provision is separate ................................................................................... 30 27 South African law applies to these Terms ............................................................ 30 ANNEXURES Annexure 1 Annexure 2 Annexure 3
Interpretation and Definitions ........................................ 31 Privacy Policy ............................................................... 40 Supporting Documents ................................................. 45
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This document sets out the Trading Terms and Conditions applicable to the Standard Trading Process.
Any reference to "we", "us" or "our" shall refer to YeboYethu. Any reference to "you" and "your" shall refer to the Eligible Person making use of the Standard Trading Process.
2 SECTIONS TO THESE TERMS
2.1 SECTION A provides the basic information about the Standard Trading Process, how these Terms apply, and other important documents and information;
2.2 SECTION B provides information regarding how to complete the BEE Verification process. To use the Standard Trading Process, you, your parent or guardian (if you are a Minor) or your Authorised Representative (if you are a Black Group) must follow the steps laid out in Section B. Please note that there are different processes for Minors and other persons without Legal Capacity;
2.3 SECTION C contains certain warranties (promises), undertakings and indemnities (promises to pay) which you give to us and other persons;
2.4 SECTION D sets out when we may change these Terms, suspend the BEE Verification process or your use of the Transaction Platform, or close the Transaction Platform or your use of it;
2.5 SECTION E sets out our intellectual property rights and our right to transfer our rights and obligations to others. It also sets out some of the limits of the amounts you can claim from us;
2.6 SECTION F explains how you and we may send each other notices under these Terms. It also sets out the contact details for the Call Centre; and
2.7 SECTION G sets out the general terms of these Terms.
3 LIMITS, EXCLUSIONS, LIABILITIES, RISKS AND PROMISES IN THESE TERMS
3.1 If you have chosen to hold, buy or sell your Shares in terms of the Standard Trading Process, then you need to agree to these Terms they record the terms, conditions, restrictions and limitations applicable to you, as well as your rights and duties.
3.2 PLEASE NOTE: There are various parts in these Terms where:
3.2.1 your claims against us and our risks are excluded (taken away) or limited (lessened);
3.2.2 rights and remedies you have against us are excluded or limited, including the amounts you can claim from us;
3.2.3 you take on responsibility (liability) and risks; and
3.2.4 you make promises to us.
Important: These parts will only apply as far as is allowed by the law, including as far as is allowed by the CP Act.
4 IMPORTANT TERMS AND CONDITIONS
All of the terms and conditions in these Terms are important. However, please ensure that you take special note of the words/sentences that are inside a box with bold writing as they have particular consequences for you. Where boxes with bold writing appear in this document, they are only intended to bring your attention to important parts and to explain the fact, nature and
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effect of those parts. These boxes with bold writing are aids to understanding only and are not terms or conditions themselves. They do not limit the meaning or application of this document. If parts of this document are discussed in the boxes, such discussion does not apply only to the situations and facts given in the examples or situations described in the boxes, but may apply to similar examples or situations.
The table below tells you where to find these parts in these Terms.
Section Heading of part
Section A (About these Terms)
Paragraph 8.1 (Agree to these Terms)
Section A (About these Terms)
Paragraph 7.2.6 (We will not be responsible (liable) for the actions of the Trading Entity and the Custody Entity)
Section B (How to complete the BEE Verification process)
Paragraph 12.3 (We follow your Authorised Representative's instructions)
Section B (How to Complete the BEE Verification process)
Paragraph 13.1 (Your parent or guardian acts for you)
Section C (Warranties, Undertakings and Indemnities)
Paragraph 15 (What you promise when you agree to these Terms)
Section E (Our Rights, Obligations and Limits to Our Liability)
Paragraph 21 (Limits to your claims against us) (Please read the whole of paragraph 21)
Annexure 2 (Privacy Policy) Paragraph 30.7 (You give up your rights)
Annexure 2 (Privacy Policy) Paragraph 30.8 (Confirmation of your ability)
Annexure 2 (Privacy Policy) Paragraph 30.9 (Limits to your claims against us)
You confirm that you have read, are aware of, understand and agree to the limits, exclusions, liabilities, risks and promises in these Terms.
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5 ANNEXURES TO THESE TERMS
5.1 Annexure 1: Interpretation and Definitions
Specific meanings (definitions) have been given to some words and phrases in these Terms. These words and phrases start with a capital letter. The only defined words that do not always have a capital letter are the words "you", "we" and "us". A list of defined words and phrases, and also the meanings we have given them, is contained in Annexure 1 (Interpretation and Definitions) attached to these Terms.
5.2 Annexure 2: Privacy Policy
This Annexure sets out how we use your Personal Information. This is the Privacy Policy for the Standard Trading Process.
5.3 Annexure 3: Supporting Documents
This Annexure provides a list of documents required for Black People and Black Groups wishing to complete the Application Process, the BEE Verification process and/or wishing to change or correct the details we have for you.
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SECTION A: ABOUT THESE TERMS
6 MEANING OF WORDS AND RULES FOR READING AND APPLYING
6.1 Unless otherwise stated or the context otherwise indicates, words and phrases that are defined will start with a capital letter and a full list of these words and phrases is provided in Annexure 1 (Interpretation and Definitions) to these Terms, along with an explanation of how to read, interpret and apply these words and phrases to these Terms.
6.2 Sometimes the definitions of a word or phrase can also be found in a paragraph where we use the word or phrase. These words and phrases that have been defined will have the same meaning wherever they are used in these Terms.
6.3 Where we use the word "responsibilities" in these Terms, this may also include liabilities, obligations or duties.
7 ABOUT THE STANDARD TRADING PROCESS
7.1 BEE Verification Agent acting on our behalf
During the Lock-in Period, only Eligible Persons may own Shares. To hold, buy, sell or otherwise transfer Shares during the BEE Listing Period in terms of the Standard Trading Process, you must qualify as a BEE Verified Person. We have established procedures to ensure that Black Persons or Black Groups that own Shares, or that want to own Shares, are confirmed as Eligible Persons as well as that such Eligible Persons qualify as BEE Verified Persons. We have appointed the BEE Verification Agent to do these tasks. The BEE Verification Agent will accordingly act as our agent and undertake various actions and carry out various tasks on our behalf.
7.2 The BEE Listing
7.2.1 With effect from the date announced by YeboYethu (the date of the BEE Listing), the OTC Trading Platform will no longer operate. Rather, the Shares will be listed on the JSE. This will change the way in which you may hold, buy, sell or otherwise transfer Shares. You may find information regarding the different options when it comes to the ways in which you may hold, buy, sell or otherwise transfer Shares on the Shareholder Platform Website. From the date of the BEE Listing, you may hold, buy, sell or otherwise transfer Shares in one of the following three ways:
7.2.1.1 in terms of the Own-Broker Trading Process. With this option, you will trade on the JSE, but not through the Transaction Platform and we will require, amongst other things, that you sign a YeboYethu BEE Contract with us and each of the Relevant Market Participants that you have chosen to provide trading and custody services to you in respect of your Shares;
7.2.1.2 in terms of the Off-Market Transfers Process. If you wish to hold, buy, sell or otherwise transfer or receive transfer of Shares by way of an Off-Market Transfer, then you will choose to do so in terms of the Off-Market Transfers Process; or
7.2.1.3 in terms of the Standard Trading Process (which is described in greater detail below).
7.2.2 There are specific BEE Verification requirements which apply in respect of the three options referred to in paragraphs 7.2.1.1, 7.2.1.2 and 7.2.1.2 above. Please refer to the applicable Trading Terms and Conditions in respect of each of these options.
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7.2.3 This document sets out the Trading Terms and Conditions which apply to the Standard Trading Process. In terms of this option, you will be required to sign as part of the BEE Verification:
7.2.3.1 the Custody Entity Mandate, which is a contract between you and the Custody Entity; and
7.2.3.2 the Trading Entity Mandate, which is a contract between you and the Trading Entity.
7.2.4 The Custody Entity's nominee (being Pacific Custodians (Nominees) (RF) Proprietary (Limited) will be named in YeboYethu's electronic Securities Register as the registered holder of your Shares. You will still be the beneficial owner of your Shares even though they are registered in the name of the Custody Entity's nominee. The Custody Entity will provide you with custody and settlement services in respect of your Shares, and will hold and administer the funds which you have deposited with the Custody Entity for trading purposes. You may decide to change the way in which you hold your Shares. For example, you may want to have a different person (including yourself) be named as the registered holder of your Shares in the Securities Register. In this case, different BEE Verification requirements will then apply to you. Please refer to the Shareholder Platform Website for details on the different BEE Verification requirements which apply to the Standard Trading Process, the Off-Market Transfers Process and the Own-Broker Trading Process.
7.2.5 The Trading Entity will provide trading services to you. When you want to buy or sell Shares, you will place your Order with the Trading Entity (either through the Transaction Platform Website or the Call Centre), and the Trading Entity will then place this Order with the JSE on your behalf. You may not place any Orders in respect of Shares other than through the Trading Entity.
7.2.6 You will have a contract with, and be a direct client of, the Trading Entity and the Custody Entity. We will not be responsible (liable) for the actions of the Trading Entity and the Custody Entity.
7.2.7 Given the integrated nature of the trading services which the Trading Entity will provide to you and the custody and settlement services which the Custody Entity will provide to you, through the Transaction Platform, your Personal Information will be shared by us with both the Trading Entity and the Custody Entity, and between the Trading Entity and the Custody Entity from time to time. You give us permission to share your Personal Information for this purpose. See Annexure 2 (Privacy Policy) of this document for further information on the permissions you give us in respect of your Personal Information.
7.2.8 If you have chosen to hold, buy and sell your Shares in terms of the Standard Trading Process, then these Terms will apply to you. If you at any time wish to change the way in which you hold, buy, sell or otherwise transfer Shares, you must consider the information which is available to you on the Shareholder Platform Website and apply to be BEE Verified in terms of the option chosen by you.
7.3 Who can buy and own Shares?
7.3.1 During the BEE Listing Period, only Black Persons and Black Groups who are Eligible Persons may own Shares, and only BEE Verified Persons may buy, sell, otherwise transfer or receive transfer of Shares.
7.3.2 Only Black People or Black Groups who we have confirmed are Eligible Persons, or who are treated by us as Eligible Persons, may apply to be confirmed as a BEE Verified Person. Only once you are confirmed as a BEE Verified Person in terms of these Terms may you hold, buy or sell Shares through the Standard Trading Process.
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7.4 Buying and selling Shares through the Transaction Platform
7.4.1 From the date of the BEE Listing, Shares may be bought and sold on the JSE. A Transaction Platform has been created by the Trading Entity and the Custody Entity. The Transaction Platform will provide one way in which YeboYethu shareholders and other qualifying Black Persons and Black Groups can buy and sell Shares on the JSE.
7.4.2 The Transaction Platform is an electronic platform for the purposes of maintaining records of your holding of Shares and for placing Orders through a website or through a call centre. This electronic system can be used through the Transaction Platform Website or through the Call Centre. This electronic system, the Transaction Platform Website and the Call Centre all together form the "Transaction Platform". Even though Orders are placed by you with the Trading Entity through the Transaction Platform, no matching of Orders will take place on the Transaction Platform. The Trading Entity will, in terms of your contract with the Trading Entity, relay your Order to the JSE, where the Order will match in accordance with the JSE's own systems and processes.
7.4.3 When you use the Transaction Platform, you must comply with these Terms.
7.5 Fees
There is no fee for completing the Application Process or the BEE Verification process or for registering to use the Transaction Platform. You will have to pay transaction fees and taxes to the Trading Entity and the Custody Entity when you buy or sell Shares through the Transaction Platform. Please refer to the Trading Entity Mandate and the Custody Entity Mandate for details on the fees payable by you to the Trading Entity and the Custody Entity respectively.
7.6 Authorities may impose further conditions on the Transaction Platform
Authorities may impose further conditions on the Transaction Platform. This may affect the Transaction Platform's operation.
7.7 We do not provide any advice
We do not provide any legal, financial, investment, tax or other advice. You must not treat any information we give as such advice. You are responsible for getting this advice if you need it.
8 THE TRADING TERMS AND CONDITIONS IS A LEGAL CONTRACT BETWEEN YOU AND US
8.1 Agree to these Terms
8.1.1 These Terms apply to the BEE Verification process and your use of the Transaction Platform when you have chosen to hold, buy or sell Shares in terms of the Standard Trading Process.
8.1.2 You must agree to these Terms if you want to become a BEE Verified Person for the Standard Trading Process and to use the Transaction Platform.
8.1.3 When you agree to these Terms, this will become a legal contract between you and us.
THESE TERMS PUT RESPONSIBILITIES AND RISKS ON YOU AND LIMIT OUR RESPONSIBILITIES AND RISKS. YOU MUST MAKE SURE YOU READ THESE
TERMS CAREFULLY AND FOLLOW ALL THE INSTRUCTIONS IN IT.
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8.2 How to agree to the Terms
8.2.1 There are different ways that you can agree to these Terms.
8.2.2 If you are a Black Person, see Step 5: Agree to these Terms and the Privacy Policy under paragraph 10.5 contained below in Section B (How to Complete the BEE Verification process), for information on how you can agree to these Terms.
8.2.3 If you are a Black Group, see Step 2: Agree to these Terms and the Privacy Policy, the Trading Entity Mandate and the Custody Entity Mandate under paragraph 11.2 contained below in Section B (How to Complete the BEE Verification process) for information on how you can agree to these Terms.
9 OTHER IMPORTANT DOCUMENTS
9.1 Application Form (Black People)
If you have not previously held Shares, we require you to first submit an Application Form (Black People), which will include completing an affidavit confirming your status as a Black Person, before you can be considered an Eligible Person.
9.2 Application Form (Black Group)
If you are a Black Group that has not previously held Shares you must first submit the Application Form (Black Group), confirming your status as a Black Group, which may include completing the BEE Ownership Document (in the absence of a valid BEE Ownership Certificate), before you can be considered an Eligible Person.
9.3 Financial Intelligence Centre Act, 2001
If you have not previously traded Shares on the OTC Trading Platform you will be required to submit all documentation required by the BEE Verification Agent for purposes of complying with the requirements of the Financial Intelligence Centre Act, 2001.
9.4 Verification Form (Black People)
We require Black People to complete a Verification Form (Black People) that we will provide, and to provide all Supporting Documents referred to in Annexure 3 (Supporting Documents) of these Terms.
9.5 Verification Form (Black Groups)
We require Black Groups to complete a Verification Form (Black Groups) that we will provide, and to provide all Supporting Documents referred to in Annexure 3 (Supporting Documents) of these Terms.
9.6 YeboYethu MOI and Transaction Agreements
The YeboYethu MOI and the Transaction Agreements, which govern the relationship between YeboYethu shareholders, apply to Black People and Black Groups who own Shares.
You must agree to be bound by the YeboYethu MOI and Transaction Agreements as part of the BEE Verification process. This is a condition to you qualifying as a BEE Verified Person.
(You may ask us to give you copies of the YeboYethu MOI and Transaction Agreements at any time or you can view them on the Shareholder Platform Website.)
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SECTION B: HOW TO COMPLETE THE BEE VERIFICATION PROCESS
10 BLACK INDIVIDUALS (BLACK PEOPLE)
10.1 Step 1: Receive confirmation that you are an Eligible Person
To start the BEE Verification process, you must be an Eligible Person. If you are a Black Person who has not previously held Shares you must first submit the Application Form, which will include completing an affidavit confirming your status as a Black Person, before you can be considered an Eligible Person. Once we are satisfied that you are an Eligible Person, we will inform you by SMS and/or e-mail (if you provided an e-mail address) that we consider you to be an Eligible Person. We will provide you with a link which you may click to start the BEE Verification process if you wish to use the Standard Trading Process. You may also phone the Call Centre. Black Persons who currently hold Shares shall automatically be regarded as Eligible Persons, shall not be required to complete the Application Process and may start the BEE Verification process. However, Black People that have previously held Shares but have not previously traded Shares on the OTC Trading Platform shall be required to provide all documentation required for FICA to the BEE Verification Agent as part of the BEE Verification process.
10.2 Step 2: Give us your shareholder number and identity number ("ID Number")
10.2.1 After you have received the notification from us saying that you are an Eligible Person, you must start the BEE Verification process by giving us your ID Number so that we can identify you. You can do this on the Shareholder Platform Website (by clicking the button that says "Apply for BEE Verification for the Standard Trading Process") or by clicking on the link we have sent you or by phoning the Call Centre. If you click this button on the Shareholder Platform Website or follow the link that we provided, you will be taken to the BEE Verification page on the Transaction Platform Website, where the BEE Verification process will need to be completed.
10.2.2 If the ID Number you give us is incorrect, or we do not have such an ID Number in our Eligible Person records, we may ask you to give us information to prove that you are an Eligible Person. You will only be able to continue with the BEE Verification process once you have given us the information we need and we have updated our records.
10.3 Step 3: Receive a "One Time Pin" ("OTP")
10.3.1 After we have confirmed that your ID Number belongs to an Eligible Person, we will ask you to confirm that the cell number we have for you is correct.
10.3.2 If you confirm that the cell number is correct, we will send you an SMS with an OTP to that number. If you tell us that your cell number has changed or is incorrect, we may ask you to complete and give us a Change of Details Form (Black People). See paragraph 14 (Changing, correcting and completing details) contained in this Section B (How to Complete the BEE Verification process), for more about changes of details.
10.4 Step 4: Enter your OTP
When we ask you, you must give us your OTP by entering it on the Transaction Platform Website or by telling the Call Centre Agent who you are speaking to. The OTP we send you will expire after 5 minutes. If you do not give us the OTP before it expires, you will have to start the process again.
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10.5 Step 5: Agree to these Terms and the Privacy Policy
10.5.1 After you have entered your OTP, you will be asked to agree to these Terms and the Privacy Policy. This can be done:
10.5.1.1 through the Transaction Platform Website by clicking on the relevant checkbox when you are asked to do so; or
10.5.1.2 through the Call Centre by confirming to the Call Centre Agent over the phone that you have read, understand and agree to these Terms and the Privacy Policy.
10.6 Step 6: Agree to the Trading Entity Mandate and the Custody Entity Mandate
After you have agreed to these Terms and the Privacy Policy, you will be asked to agree to the Trading Entity Mandate and the Custody Entity Mandate. This can be done:
10.6.1 through the Transaction Platform Website by clicking on the relevant checkbox when you are asked to do so; or
10.6.2 through the Call Centre by confirming to the Call Centre Agent over the phone that you have read, understand and agree to the Trading Entity Mandate and the Custody Entity Mandate.
10.7 Step 7: Confirm your details and provide us with outstanding Supporting Documents
10.7.1 We will ask you to confirm that the details we have on record for you are still correct. If your details are wrong or incomplete, you must click on "These details are incorrect" on the Transaction Platform Website or inform the Call Centre Agent. You will need to complete a Change of Details Form (Black People) for changes, corrections or additions to any of your details. See paragraph 14 (Changing, correcting and completing details) contained in this Section B (How to Complete the BEE Verification process), for more information about changes of details.
10.7.2 If you have not yet provided any particular information or Supporting Documents which we require in order to complete your BEE Verification process, we will notify you of this either through the Transaction Platform Website or the Call Centre Agent will do so. In order to complete the BEE Verification process, you must ensure that you have provided us with all of the Supporting Documents referred to in Annexure 3 (Supporting Documents) attached to these Terms. The list of Supporting Documents may also be obtained on the Shareholder Platform Website or you may call the Call Centre (during Business Hours) for this information. The Supporting Documents which you have not yet provided to us may be submitted to us in accordance with paragraph 23.5 (Address where we agreed to accept legal documents and notices) contained in Section F (Contact Details and Notices) and also by way of hand delivery to 13th Floor Rennie House, 19 Ameshoff Street, Braamfontein, 2001.
10.7.3 We will review your Supporting Documents. If there is any required information or Supporting Document missing, you will be informed by SMS and/or e-mail (if you provided an e-mail address) that your submission is incomplete, and we will request that you provide the missing information or Supporting Document to us.
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10.8 Step 8: Receive confirmation that you are a BEE Verified Person
10.8.1 We will await to receive confirmation from:
10.8.1.1 the Trading Entity that you have validly agreed to the Trading Entity Mandate; and
10.8.1.2 the Custody Entity that:
10.8.1.2.1 you have validly agreed to the Custody Entity Mandate; and
10.8.1.2.2 the Custody Entity is satisfied with your information and all Supporting Documents submitted, and has accordingly created a custody account in your name which you can access once you have Registered to use the Transaction Platform Website.
10.8.2 Only once you have successfully completed the Steps listed above, and we have received the confirmations referred to in paragraph 10.8.1 above, will you have successfully completed the BEE Verification process. We will inform you by SMS that you qualify as a BEE Verified Person for the purposes of the Standard Trading Process. You may then proceed to Register to use the Transaction Platform. Please refer to the Trading Entity Mandate for details on how to complete the Registration Process.
11 BLACK GROUPS
11.1 Step 1: Complete an Application Form (Black Groups) and Verification Form (Black Groups) to confirm that you are an Eligible Person
11.1.1 To start the BEE Verification process, you must be an Eligible Person. If you are a Black Group that has not previously held Shares you must first submit the Application Form, which may include completing the BEE Ownership Document (in the absence of a valid BEE Ownership Certificate) confirming your status as a Black Group, before you can be considered an Eligible Person. Once we are satisfied that you are an Eligible Person, we will inform your Authorised Representative by SMS and/or e-mail (if your Authorised Representative provided an e-mail address) that we consider you to be an Eligible Person. We will provide your Authorised Representative with a link which your Authorised Representative may click to start the BEE Verification process if you wish to use the Standard Trading Process. Your Authorised Representative may also phone the Call Centre. Black Groups that currently hold Shares shall automatically be regarded as Eligible Persons, shall not be required to complete the Application Process and may start the BEE Verification process. However, Black Groups that have not previously traded Shares on the OTC Trading Platform shall be required to provide all documentation required for FICA to the BEE Verification Agent as part of the BEE Verification Process.
11.1.2 To start the Verification Process, you must complete and sign a Verification Form (Black Groups).
11.1.3 The Verification Form (Black Groups) may be obtained on the Shareholder Platform Website or you may call the Call Centre (during Business Hours) and request that a copy be sent to you. You must download and print the Verification Form (Black Groups) and complete it manually.
11.1.4 Please note that Annexure 3 (Supporting Documents) includes a list of Supporting Documents which you are required to submit together with your completed and signed Verification Form (Black Groups). You may have previously submitted certain of the Supporting Documents to us. We may require you to re-submit any or all of these Supporting Documents in order for your BEE Verification application to be considered.
11.1.5 Black Groups need to have an Authorised Representative to use the Transaction Platform. See paragraph 12 (Authorised Representatives) contained in this
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Section B (How to Complete the BEE Verification process), for more information about Authorised Representatives.
11.1.6 The completed and signed Verification Form (Black Groups), together with all required Supporting Documents, may be delivered to us in accordance with paragraph 23.5 (Address where we agree to accept legal documents and notices) contained in Section F (Contact Details and Notices) and also by way of hand delivery to 13th Floor Rennie House, 19 Ameshoff Street, Braamfontein, 2001.
11.1.7 We will review your Verification Form (Black Groups) and all Supporting Documents. If there is any required information or Supporting Document missing from your application or if we require you to re-submit any Supporting Documents previously provided to us, you will be notified by SMS and/or e-mail (if you provided an e-mail address) that your Verification Form (Black Groups) is incomplete, and will request that you provide the missing information or Supporting Document to us.
11.2 Step 2: Agree to these Terms, the Privacy Policy, the Trading Entity Mandate and the Custody Entity Mandate
You must agree to these Terms and the Privacy Policy (see Annexure 2 (Privacy Policy) by completing and signing the Verification Form (Black Groups), and you must agree to the Trading Entity Mandate (see Annexure D (Trading Entity Mandate) and the Custody Entity Mandate (see Annexure E (Custody Entity Mandate), copies of which are attached to these Terms.
11.3 Step 3: Receive confirmation that you qualify as a BEE Verified Person
11.3.1 We will await to receive confirmation from:
11.3.1.1 the Trading Entity that you have validly agreed to the Trading Entity Mandate; and
11.3.1.2 the Custody Entity that:
11.3.1.2.1 you have validly agreed to the Custody Entity Mandate; and
11.3.1.2.2 the Custody Entity is satisfied with your particulars and all Supporting Documents submitted in respect of you, and has accordingly created a custody account in your name which you can access once you have Registered to use the Transaction Platform Website.
11.3.2 When we are satisfied that:
11.3.2.1 you are an Eligible Person;
11.3.2.2 your Verification Form (Black Groups) is complete and that you have provided all required Supporting Documents; and
11.3.2.3 you have agreed to be bound by these Terms, the Privacy Policy, the Trading Entity Mandate and the Custody Entity Mandate,
and we have received the confirmations referred to in paragraph 11.3.1 above, we will notify your Authorised Representative by SMS and/or e-mail (if your Authorised Representative provided an e-mail address) that you qualify as a BEE Verified Person for the purposes of the Standard Trading Process. You may then proceed to Register to use the Transaction Platform. Please refer to the Trading Entity Mandate for details on how to complete the Registration Process.
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12 AUTHORISED REPRESENTATIVES
12.1 Black Groups must have an Authorised Representative
Black Groups must appoint a person to be their Authorised Representative. If you are a Black Group, an "Authorised Representative" is the individual you appoint to use the Transaction Platform for you and to engage with us, the BEE Verification Agent, the Trading Entity, the Custody Entity and the Transfer Secretaries on your behalf.
12.2 Appointing and changing an Authorised Representative
12.2.1 A Black Group may appoint an Authorised Representative as part of the Application Process. If this was not done while completing the Application Process, you must appoint an Authorised Representative as part of the BEE Verification process. The Black Group must put the elected Authorised Representative's name in the Verification Form (Black Groups) and provide us with the Supporting Documents we need.
12.2.2 To change an Authorised Representative, your new Authorised Representative must provide us with a completed Change of Details Form and the required Supporting Documents listed in Annexure 3 (Supporting Documents). See paragraph 14 (Changing, correcting and completing details) contained in this Section B (How to Complete the BEE Verification process), for more information about changes of details.
12.2.3 After we have received and checked the Change of Details Form and the required Supporting Documents, we will send confirmation by SMS to your new Authorised Representative. This process may take a few days.
12.3 We follow your Authorised Representative's instructions
12.3.1 Only the Authorised Representative will be able to engage with us or the BEE Verification Agent on your behalf or issue instructions on your behalf to the Trading Entity and the Custody Entity.
12.3.2 If the Black Group changes its Authorised Representative, the old Authorised Representative will not be able to act for the Black Group on the Transaction Platform anymore or do anything else in relation to the Standard Trading Process. See paragraph 12.2 (Appointing and changing an Authorised Representative) above, for more information about changing an Authorised Representative.
12.3.3 You give us, any of our agents, the Trading Entity and the Custody Entity permission to carry out instructions given to us or any of them by your Authorised Representative. We (and our agents, the Trading Entity and the Custody Entity) may treat instructions given by your Authorised Representative as if they are instructions given with your permission or given directly by you. You are responsible (liable) for what your Authorised Representative does.
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13 MINORS AND PERSONS WITHOUT LEGAL CAPACITY
13.1 Your parent or guardian acts for you
If you are a Minor:
13.1.1 your parent or guardian must complete the BEE Verification process for you. Your parent or guardian must register for you to use the Transaction Platform. Your parent or guardian must phone the Call Centre and a Call Centre Agent will tell your parent or guardian what information we need and how they should complete the BEE Verification process for you; and
13.1.2 in these Terms and the Change of Details Form, when we refer to "you" or "your" or "yourself" or "I", this means both you (the Minor) and also the parent or guardian acting on your behalf. This does not apply when the situation requires or suggests that we are only referring to the Minor and not also to the parent or guardian (for example, when we refer to "you" in paragraph 13.2 (When you turn 18) below.)
THIS PARAGRAPH 12.3 IS IMPORTANT AS IT:
- limits your claims against us; - limits or excludes any rights and remedies you have against us; and - makes you take on responsibility (liability) and risks.
Because of this paragraph you appoint the Authorised Representative knowing that they may do things which will affect you. You also take on liability for what your Authorised Representative does and we may have claims against you. We will not be responsible if you suffer loss or damages because of something your Authorised Representative did. For example, if they gave us Personal Information without your consent or knowledge.
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13.2 When you turn 18
When you turn 18 years old, your parent or guardian will no longer be able to represent you. You will need to call the Call Centre and follow the instructions given by the Call Centre Agent.
13.3 Other Black Persons without Legal Capacity
There may be other terms and conditions that apply to Black Persons who do not have Legal Capacity (this is the right and ability to enter into valid agreements, considering factors like age, marriage status, mental status and financial status). For more information about this, please contact the Call Centre or send an email to [email protected].
14 CHANGING, CORRECTING AND COMPLETING DETAILS
14.1 New, incorrect or incomplete details
You must tell us if the details we have for you change, or if they are incorrect or incomplete.
14.2 Complete and send us a Change of Details Form and Supporting Documents
14.2.1 You must provide us with a completed Change of Details Form and provide us with the required Supporting Documents. The Supporting Documents we need will depend on the details that you are changing.
14.2.2 This Change of Details Form and the list of the Supporting Documents can be obtained from the Shareholder Platform Website or the Transaction Platform Website or you can phone the Call Centre and it will be sent to you. The list of Supporting Documents is
THIS PARAGRAPH 13.1 IS IMPORTANT.
When we refer to "you" or "your" or "yourself" or "I", this can mean both the Minor and also the parent or guardian of the Minor. Because of this, in these Terms:
- whenever the Minor agrees to something, the parent or guardian is also agreeing to it;
- all the limitations and exclusions of our responsibilities (liabilities) towards the Minor will also apply towards the parent or guardian;
- whenever the rights and remedies of the Minor against us are excluded or limited, the rights and remedies of the parent or guardian against us are also limited and excluded;
- whenever the Minor takes on responsibility (liability) and risks, the parent or guardian also takes on responsibility (liability) and risks; and
- whenever we have claims against the Minor, we will also have claims against the parent or guardian.
Because of this paragraph, the Minor and the parent or guardian is responsible for what the other does.
We will not be responsible if the Minor suffers loss or damages because of something that the parent or guardian did. For example, if they gave us Personal Information without the Minor's consent and knowledge. We will also not be responsible (liable) if the parent or guardian suffers loss or damages
because of something that the Minor did.
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also attached to these Terms as Annexure 3 (Supporting Documents).
14.2.3 You must send the properly completed Change of Details Form and the Supporting Documents we ask for to us in accordance with paragraph 23.5 (Address where we agree to accept legal documents and notices) contained in Section F (Contact Details and Notices) and also by way of hand delivery to 13th Floor Rennie House, 19 Ameshoff Street, Braamfontein, 2001.
14.2.4 After we have received and checked the Change of Details Form and the required Supporting Documents, we will send confirmation by SMS and/or by e-mail (if you provided an e-mail address) to you or your Authorised Representative (if you are a Black Group). This may take a few days.
14.3 Suspending or stopping the BEE Verification process or your use of the Transaction Platform
14.3.1 We can stop or suspend the BEE Verification process or make the Trading Entity and the Custody Entity stop or suspend your use of the Transaction Platform if we reasonably think that your details have changed, or that your details are incomplete or incorrect, or that you do not qualify as a BEE Verified Person. We may refuse to complete the BEE Verification process if we reasonably think that your details have changed, or that your details are incomplete or incorrect, or that you do not qualify as an Eligible Person. This right of ours is included in the Trading Entity Mandate and the Custody Entity Mandate. If this happens, you must provide us with a complete Change of Details Form and any Supporting Documents which we ask for. See paragraph 14.2 (Complete and send us a Change of Details Form and Supporting Documents) above contained in this Section B (How to Complete the BEE Verification process), for more information in this regard.
14.3.2 We may allow you to continue the BEE Verification process or to register on and use the Transaction Platform, after we have received and checked the Change of Details Form and the required Supporting Documents. We will send confirmation by SMS and/or by e-mail (if you provided an e-mail address) to you. This may take a few days.
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SECTION C: WARRANTIES, UNDERTAKINGS AND INDEMNITIES
15 YOU PROMISE THE FOLLOWING WHEN YOU AGREE TO THESE TERMS
15.1 When you agree to these Terms, you agree, promise (warrant) and undertake that:
15.1.1 you are a Black Person or a Black Group (as applicable);
15.1.2 you are an Eligible Person;
15.1.3 any information and documents which you provide (or have provided) to us, any of our agents, the Trading Entity and/or the Custody Entity are complete and accurate in all respects, and you are aware that we, our agents, Trading Entity and Custody Entity will rely on the details contained in such information and documents;
15.1.4 you will be and remain the beneficial owner of the Shares that you buy through the Transaction Platform;
15.1.5 subject to our rights under the YeboYethu MOI, nobody else has any rights to or over your Shares;
15.1.6 you are not holding the Shares for somebody else;
15.1.7 you will not try to sell Shares belonging to someone else; and
15.1.8 we may require you to sell your Shares under the YeboYethu MOI (for example, if you are not actually a Black Person or Black Group, or you are not an Eligible Person). If this happens then you agree that we may instruct the Custody Entity to transfer your Shares to us in terms of the YeboYethu MOI or the Transaction Agreements. You further agree that the Custody Entity may treat this instruction by us as if it were an instruction by you.
15.2 When you agree to these Terms, you give the following promise to pay
You agree to pay to us and our directors, officers, employees, servants, agents and contractors or other persons for whom in law they may be liable, the amount of any claims made against any of them by any person or any direct loss or damage suffered by them because of something that you have done or failed to do (including as a result of your breach of these Terms or the YeboYethu MOI).
THIS PARAGRAPH 15 IS IMPORTANT AS IT CONTAINS WHAT YOU PROMISE WHEN YOU AGREE TO THESE TERMS.
You promise and agree to certain facts, and agree to be responsible (liable) for certain payments. By making these promises you take on liability and risks.
You will not be able to deny that the statements and promises below are not true. Because of this paragraph we may treat the promises you make as the truth. If
your statements or promises are not true, we may have claims against you.
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SECTION D: CHANGES TO THESE TERMS, SUSPENSION OF BEE VERIFICATION STATUS OR YOUR USE OF THE TRANSACTION PLATFORM
16 CHANGING THESE TERMS
16.1 We may change the Terms
We may change these Terms at any time. We will give you at least 10 Business Days' notice before the changes will apply. We will give you notice of the changes in a shorter time period in either of these circumstances:
16.1.1 the law or an applicable Authority says we must; or
16.1.2 it is reasonable to give you less than 10 Business Days' notice.
16.2 Agree to the changes before they apply
16.2.1 If we make changes to these Terms, you must agree to the changes before they apply or stop using the Transaction Platform.
16.2.2 If you choose to stop using the Transaction Platform, you must do so in accordance with the Trading Entity Mandate and the Custody Entity Mandate, as you are a client of each of the Trading Entity and the Custody Entity. Please note that if you stop using the Transaction Platform, you will no longer be a BEE Verified Person for the purposes of the Standard Trading Process. You will need to apply again to become a BEE Verified Person before you will be allowed to buy or sell any Shares.
16.2.3 If you do not agree to our changes to the Terms before the changes apply, we may suspend you from using the Transaction Platform and we can make the Trading Entity suspend the trading services which it provides to you in terms of the Trading Entity Mandate. We may also take away your status as a BEE Verified Person if you do not agree to our changes to the Terms. You will then no longer be a BEE Verified Person for the purposes of the Standard Trading Process.
16.2.4 Until you agree to our changes to these Terms, every time you log in to the Transaction Platform Website or contact the Call Centre, you will be given an opportunity to agree to the changes.
17 SUSPENSION OF YOUR BEE VERIFICATION STATUS OR SUSPENDING OUR USE OF THE TRANSACTION PLATFORM
17.1 Suspension because of a dispute or illegal activity
We may suspend your BEE Verification status and/or make each of the Trading Entity and the Custody Entity temporarily suspend part or all of your use of the Transaction Platform and your Transaction Platform Account if (this right of ours will be included in the Trading Entity Mandate and the Custody Entity Mandate):
17.1.1 we reasonably believe that your Transaction Platform Account is being used for illegal purposes, including money laundering or fraud;
17.1.2 there is a disagreement between who owns or has authority to trade the Shares; or
17.1.3 you are a Black Group, if there is disagreement about whether the Authorised Representative is still authorised to represent you.
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17.2 Notice we will give you before we suspend your BEE Verification status or suspend your use of the Transaction Platform because of a dispute or illegal activity
We will give you notice that we will suspend your BEE Verification status or are about to make the Trading Entity and the Custody Entity suspend your use of the Transaction Platform and, as far as the law allows, give you 10 Business Days to prove:
17.2.1 you are the owner of the Shares;
17.2.2 you are not using the Transaction Platform Account for illegal purposes; or
17.2.3 your Authorised Representative is still authorised to represent you, or that a new Authorised Representative has been appointed. See paragraph 12.2 (Appointing and changing an Authorised Representative) contained in Section B (How to Complete the BEE Verification process), for information about changes to your Authorised Representative.
17.3 Permanent removal or suspension of your use of the Transaction Platform because of a dispute or illegal activity
If you do not prove the facts above within 10 Business Days, we can make the Trading Entity and the Custody Entity suspend your use of the Transaction Platform until you give us the proof we need.
17.4 Suspension of BEE Verification status or suspension of your use of the Transaction Platform because of expiry of BEE Status
17.4.1 A Black Group's BEE Status (proof that you qualify as a Black Group in terms of a BEE Ownership Certificate or BEE Ownership Document) expires on the earlier of:
17.4.1.1 the date set out on the BEE Ownership Certificate or BEE Ownership Document; or
17.4.1.2 every 12 months from the date the BEE Ownership Certificate or BEE Ownership Document was issued.
17.4.2 We will give you notice 3 months and then again 1 month before this happens by SMS, and remind you that you need to update our information about your BEE Status. This is so that we have evidence that you still qualify as a Black Group.
17.4.3 We will tell you what Supporting Documents you need to provide us with to update our information about your BEE Status. You will need to give us this information at least 5 Business Days before the end of the 3 month period so that we will have enough time to update our information about your BEE Status.
17.4.4 If you do not give us the information we reasonably request so that we have evidence that you still qualify as a Black Group, we will suspend your BEE Verification status and we can make the Trading Entity and the Custody Entity restrict your access to the Transaction Platform so that your Authorised Representative will not be able to log onto the Transaction Platform or give instructions through the Call Centre and that you will not be able to use the Transaction Platform. This will apply until we receive the information and have updated our records about your BEE Status. It may take a few days to update our records. This right of ours will be included in the Trading Entity Mandate and the Custody Entity Mandate.
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17.5 Other reasons for suspension of BEE Verification status or suspension of your use of the Transaction Platform
17.5.1 We may suspend your BEE Verification status or can make each of the Trading Entity and the Custody Entity temporarily suspend part or all of your use of the Transaction Platform Website, the Call Centre and your Transaction Platform Account if:
17.5.1.1 the Trading Entity needs to do maintenance on the Transaction Platform;
17.5.1.2 we become aware of any actual, threatened or suspected fraud or any actual, threatened or suspected unauthorised use of the Transaction Platform;
17.5.1.3 we become aware of any actual, threatened or suspected breach by you of the Trading Entity Mandate and/or the Custody Entity Mandate;
17.5.1.4 you have ended the Trading Entity Mandate or the Custody Entity Mandate (in which case you will no longer be a BEE Verified Person for the purposes of the Standard Trading Process);
17.5.1.5 the Trading Entity has ended the Trading Entity Mandate with you or the Custody Entity has ended the Custody Entity Mandate with you (in which case you will no longer be a BEE Verified Person for the purposes of the Standard Trading Process);
17.5.1.6 we have reasonable grounds to believe that the Transaction Platform is being used negligently, illegally, fraudulently, for money laundering, or in a way that we have not given permission for;
17.5.1.7 we have reasonable grounds to believe that the security of the Transaction Platform may be in danger;
17.5.1.8 you do not comply with these Terms even after we have given you 10 Business Days’ notice to do so or to fix it (or a shorter period where this is reasonable);
17.5.1.9 you do not comply with these Terms and it is reasonable not to first give you notice to do so or to fix it;
17.5.1.10 we reasonably believe that any security aspect of the Standard Trading Process has been compromised or your Personal Information has been lost or stolen or disclosed to an unauthorised person;
17.5.1.11 we become aware that any information you have given or that has been given for you is false, inaccurate, invalid, incomplete or misleading;
17.5.1.12 we must do this to comply with the law;
17.5.1.13 a court or applicable Authority tells us to do this; or
17.5.1.14 where another part of these Terms allows us to do this suspension.
17.5.2 The suspension of your BEE Verification status and/or suspension will continue for so long as we reasonably believe is appropriate.
17.5.3 We will always act reasonably and according to the law when suspending your BEE Verification status.
17.5.4 The Trading Entity will give you notice by SMS that your Transaction Platform Account is suspended for these reasons only if it is reasonably practical to do so.
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18 ENDING YOUR USE OF THE TRANSACTION PLATFORM
18.1 When we may end the Transaction Platform
We can make each of the Trading Entity and the Custody Entity end the Transaction Platform at any time and restrict you from using your Transaction Platform Account. We will give you 20 Business Days' notice if we have to end the Transaction Platform, unless the law requires the Transaction Platform to end sooner or the law enables us to give you less notice.
18.2 Trading Entity and the Custody Entity may end your use of the Transaction Platform and restrict access to your Transaction Platform Account
18.2.1 We can make each of the Trading Entity and the Custody Entity end your use of the Transaction Platform and restrict you from accessing your Transaction Platform Account at any time if:
18.2.1.1 you do not comply with these Terms even after we have given you 10 Business Days’ notice to do so or to fix it (or a shorter period where this is reasonable);
18.2.1.2 you do not comply with these Terms and it is reasonable not to first give you notice to do so or to fix it;
18.2.1.3 we have reasonable grounds to believe that you are using the Transaction Platform illegally or fraudulently;
18.2.1.4 we have removed your BEE Verification status;
18.2.1.5 you have ended the Trading Entity Mandate or the Custody Entity Mandate (in which case you will no longer be a BEE Verified Person for the purposes of the Standard Trading Process);
18.2.1.6 the Trading Entity has ended the Trading Entity Mandate with you or the Custody Entity has ended the Custody Entity Mandate with you (in which case you will no longer be a BEE Verified Person for the purposes of the Standard Trading Process);
18.2.1.7 you do not comply with your duties under the Trading Entity Mandate or the Custody Entity Mandate and even after you have been given notice by the Trading Entity or the Custody Entity (as the case may be) to do so or to fix it, as allowed under the Trading Entity Mandate or the Custody Entity Mandate (as the case may be);
18.2.1.8 we must do this to comply with the law; or
18.2.1.9 a court or the Authority tells us to do this.
18.2.2 We will always act reasonably and in accordance with the law when requiring the Trading Entity and the Custody Entity to end your use of the Transaction Platform or to restrict you from accessing your Transaction Platform Account, and will give you a notice of this.
18.3 You can end your use of the Transaction Platform or cease being a BEE Verified Person for the purposes of the Standard Trading Process
You may at any time stop being a BEE Verified Person for the purposes of the Standard Trading Process and stop using the Transaction Platform by giving notice to us, the BEE Verification Agent, the Trading Entity in terms of your Trading Entity Mandate and the Custody Entity in terms of your Custody Entity Mandate. Should you no longer be a BEE Verified Person for the purposes of the Standard Trading Process and stop using the Transaction Platform or any part of it, for example if you end the Trading Entity Mandate or the Custody Entity Mandate, you will then no longer be a BEE Verified Person for the
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purposes of the Standard Trading Process. Should you thereafter wish to buy, sell or otherwise transfer Shares, please check the Shareholder Platform Website for information on the different ways in which you may buy, sell or otherwise transfer Shares, and the different BEE Verification requirements which apply to the option you choose. You will need to again apply to be BEE Verified in respect of the way in which you choose in future to buy or sell Shares.
18.4 When the Trading Entity ends the Trading Entity Mandate or the Custody Entity Ends the Custody Entity Mandate
If the Trading Entity ends the Trading Entity Mandate or the Custody Entity Ends the Custody Entity Mandate, for example if you do not comply with your duties under the Trading Entity Mandate or the Custody Entity Mandate, you will no longer be a BEE Verified Person for the purposes of the Standard Trading Process. Should you then wish to buy or sell Shares, please check the Shareholder Platform Website for information on the different ways in which you may buy, sell or otherwise transfer Shares, and the different BEE Verification requirements which apply to the option you choose. You will need to again apply to be BEE Verified in respect of the way in which you choose in future to buy or sell Shares.
18.5 Terms which continue
Many provisions of these Terms continue after the contract between you and each of the Trading Entity and Custody Entity ends, your use of the Transaction Platform is suspended or the Transaction Platform ends. This is because certain rights and duties continue even though the agreements have ended or you have stopped using the Transaction Platform or you are no longer a BEE Verified Person for the purposes of the Standard Trading Process. These rights and duties continue by their very nature so it is not possible to list all the rights and duties that do continue.
18.6 Examples of terms which continue
Some of the terms (this is not a complete list) that continue include those where:
18.6.1 your claims against us that are excluded or limited, including the amounts you can claim from us;
18.6.2 the rights and remedies you have against us are limited or excluded;
18.6.3 you take on the responsibility for certain losses or damages that might happen;
18.6.4 you make promises, including those on the Application Form, the Verification Form, or the Change of Details Form; and
18.6.5 there are definitions or where it states how to interpret these Terms.
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SECTION E: OUR RIGHTS, OBLIGATIONS AND LIMITS TO THE AMOUNTS THAT YOU MAY CLAIM AGAINST US
19 INTELLECTUAL PROPERTY RIGHTS
19.1 Our rights
19.1.1 We, our service providers (such as the BEE Verification Agent, our other agents, the Trading Entity, the Custody Entity or other relevant third parties (as applicable)) own or have the right to use any existing copyright in and to these Terms, all the software, icons, text, links, graphics, photographic images, sound clips, music, literary works, published editions, reports, computer programs, sound and television broadcasts, trade names, logos and trademarks (commonly referred to as "content and information") related to the Standard Trading Process, including the Application Process, the BEE Verification process and the Transaction Platform, or given in correspondence.
19.1.2 In law, this content and information is known as "intellectual property".
19.2 Limits to your rights
You do not get any rights of ownership or use in or to the intellectual property except for those rights, if any, expressly given to you in these Terms. You must not use the intellectual property in a way which we have not allowed in writing or in a way which we do not allow in these Terms.
20 TRANSFER OF RIGHTS
Note: transferring rights is known as cession and transferring duties (obligations) is known as delegation. In these Terms, "transfer" includes ceding rights and delegating duties.
20.1 You may not transfer your rights or duties
You may not transfer any of your rights or any of your duties under these Terms.
20.2 We may transfer our rights and our duties
As far as the law allows, you agree that we may transfer all or some of our rights or duties under these Terms to any third party without having to give you notice or get your consent when we do this.
21 LIMITS TO YOUR CLAIMS AGAINST US
This paragraph 21 (Limits to your claims against us) will only apply as far as the law allows it. The list and limitations of our responsibilities (liabilities) below is in addition to the other matters we do not accept responsibility (liability) for in these Terms.
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21.1 Limit to your claims against us
You cannot claim from us for loss, claims or damages because of anything that happens in relation to the Transaction Platform or you using the Transaction Platform, including for the events and examples listed in paragraph 21.2 (Examples of claims, loss or damages) below. You may have rights against and duties to the Trading Entity (in terms of your Trading Entity Mandate) or the Custody Entity (in terms of your Custody Entity Mandate) with whom you have direct contractual arrangements. You cannot claim from us in respect of your arrangements with the Trading Entity and the Custody Entity.
21.2 Examples of claims, loss or damages
Examples of what can cause loss or these claims or damages that you cannot claim from us are the following:
21.2.1 you not complying with these Terms;
21.2.2 us or any of our agents not complying with laws of countries other than South Africa;
21.2.3 you acting or failing to act in using the BEE Verification process or the Transaction Platform;
21.2.4 the bank with which the Custody Entity maintains a bank account causing you loss or going bankrupt (becoming insolvent, winding up or being placed under business rescue or receivership or any similar event happens);
21.2.5 events happening due to circumstances beyond our reasonable control;
21.2.6 us or any of our agents being unable to perform our duties or responsibilities because of circumstances beyond our control;
21.2.7 links on the Shareholder Platform Website or the Transaction Platform Website to, and the content of, other websites;
21.2.8 a delay in sending or receiving the documents we reasonably need to verify you;
PARAGRAPH 21 LIMITS YOUR CLAIMS AGAINST US AND IS IMPORTANT. IT:
- limits or excludes your claims against us; - limits or excludes the rights and remedies you have against us; - excludes rights and remedies you have against us for certain losses or damages
that might happen; and - places liabilities and risk on you.
There are many things that can go wrong on the Transaction Platform. We are not responsible (liable) to you for anything that goes wrong on the Transaction Platform, including what is listed below (as far as the law allows it). You use the Transaction Platform knowing and accepting that these things can go wrong and that there are risks and dangers.
You will also be responsible to us if others make claims against us for any reason relating to your use of the Transaction Platform.
Where you can claim money from us, the amount that you will be able to recover from us might be less than the actual loss or damages you may suffer. There are also certain
types of losses or damages that you may suffer that you cannot claim from us at all.
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21.2.9 a delay or change in market conditions that happens before, during or after trading;
21.2.10 any loss or damage resulting from you buying or selling Shares through the Transaction Platform;
21.2.11 your Authorised Representative or any other person not giving you your money;
21.2.12 the actions of your Authorised Representative, including where your Authorised Representative fails to act;
21.2.13 fraud and other illegal use of the Transaction Platform or during the Application Process or the BEE Verification process;
21.2.14 faults, interruptions, downtime, delays or mistakes in the Shareholder Platform Website, the Transaction Platform Website or the Call Centre or any other part of the Transaction Platform;
21.2.15 failures or delays by people or companies who provide goods or services to us relating to the Shareholder Platform Website or the Call Centre or the technology that we use to communicate with you or a failure by the Trading Entity and/or the Custody Entity to perform their duties under the Trading Entity Mandate or the Custody Entity Mandate respectively;
21.2.16 the Transaction Platform or any part of it not being available;
21.2.17 viruses or other harmful features or content in the software of the Shareholder Platform Website, the Transaction Platform or the equipment used to provide the Transaction Platform; or
21.2.18 people not involved in YeboYethu interfering with the Transaction Platform or intercepting information sent by post, fax, SMS, email or through the Transaction Platform Website or the Shareholder Platform Website.
21.3 No claims for indirect losses
You may only claim direct financial loss (but excluding loss of profits) that you can prove we caused.
21.4 Maximum amount you may claim from us
21.4.1 If we are found to be liable to you for any reason or cause (despite the other provisions stated in these Terms), our maximum liability to you for all claims added together will not be more than the actual damages suffered by you.
21.4.2 What is stated in this paragraph 21 (Limits to your claims against us) applies to however the claims, losses, liability or damages were caused and no matter which area of law they come from.
22 INTERPRETATION IN LINE WITH THE LAW
22.1 Excluding or limiting our responsibility
These Terms limit or exclude your claims against us only to the extent that the law allows this. We do not exclude your claims for loss or damages caused directly or indirectly by our gross negligence or the gross negligence of any person acting for us, where the law does
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not allow this. (Gross negligence is the serious lack of care in performing a legal duty to you.)
22.2 Your obligation to take on responsibility
These Terms may pass some of the responsibility for loss or damages, only as far as the law allows, on to you.
22.3 Excluding our obligations and duties
These Terms limit or exclude promises, guarantees or duties we have to you in law only to the extent that the law allows us to limit or exclude these promises, guarantees or duties. This applies even if the promises, guarantees and duties are not written in these Terms.
22.4 Excluding your legal rights
These Terms limit or exclude rights and remedies for claims that you have against us in law only to the extent that the law allows us to limit or exclude these rights and remedies. This applies even if the rights and remedies are not written in these Terms.
22.5 Interpretation in line with the law
We do not intend to break any laws in these Terms. The Terms must be interpreted so that they will not break the law and must be applied as far as the law allows. We refer specifically to the CP Act and the Electronic Communications Act, 36 of 2005 and laws about protecting Personal Information, which give rights and duties to both you and us.
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SECTION F: CONTACT DETAILS AND NOTICES
23 NOTICES
23.1 Notices and messages we send to you
23.1.1 We may choose to send you notices either by SMS, email or post (but we will send you all legal documents in the way set out in paragraph 23.7 below).
23.1.2 There are various notices that we may send you by SMS. These include notices with messages about:
23.1.2.1 issues about your BEE Verification process or where we end the BEE Verification process;
23.1.2.2 updating the information about your BEE Status;
23.1.2.3 where we make the Trading Entity and the Custody Entity end or suspend the Transaction Platform or your use of the Transaction Platform; and
23.1.2.4 changes to these Terms.
23.1.3 You can ask to also receive these notices by email when you complete the BEE Verification process. If you do not initially select this option, you can ask for this option at any time by phoning the Call Centre.
23.2 Notices and messages to Authorised Representatives and Minors
23.2.1 If you are a Black Group, the notices that we send you by SMS will be sent to the cell number of your Authorised Representative. Whenever we refer to sending you an SMS, we are referring to an SMS that we send to your Authorised Representative (if you are a Black Group). A notice that we send to your Authorised Representative will be treated as if the whole Black Group has received it.
23.2.2 If you are a Minor, the notices that we send you by SMS will be sent to the cell number of your parent or guardian. Whenever we refer to sending you an SMS, we are referring to an SMS that we send to your parent or guardian (if you are a Minor). A notice that we send to your parent or guardian will be treated as if you also received it.
23.3 Deemed receipt
23.3.1 When we treat a notice as if you have received it by a certain date and time, it means we do not have to prove that you did receive it then. If you claim that you did not receive the notice by that date and time you will have to prove it, as far as the law allows. As far as the law allows, we will treat it as if you have received a notice:
23.3.1.1 on the date of delivery, if delivered by hand to your physical address;
23.3.1.2 10 days after posting, if sent by ordinary mail to your postal address;
23.3.1.3 on the date and time of sending, if sent to your fax number during Business Hours;
23.3.1.4 the next Business Day at the start of Business Hours, if sent to your fax number outside of Business Hours;
23.3.1.5 on the date and time of sending, if sent to your email address during Business Hours;
23.3.1.6 the next Business Day at the start of Business Hours, if sent to your email address outside of Business Hours; and
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23.3.1.7 on the date and time of sending, if an SMS notice is sent to your cell phone number.
23.4 Notice that you have actually received
If you have actually received a notice, it will be valid delivery even if we did not send it to any of your chosen addresses.
23.5 Address where we agree to accept legal documents and notices
Legal documents include letters of demand, summonses, warrants to attach your property and other legal notices. We agree to accept legal documents that you send to us under these Terms at:
Vodacom Corporate Park, 4th Floor
082 Vodacom Boulevard, Midrand 1685 (This address is known in law as our domicilium citandi et executandi).
23.6 Change of our address
If we want to change the address where we agree to accept legal documents, we will tell you in writing by SMS or email or post. We will give you the new address where we agree to accept legal documents. Any new address must be a physical address in South Africa.
23.7 Address where you agree to accept legal documents
23.7.1 You agree to accept any legal documents under these Terms at the addresses you gave to us in the Application Process. (This address is known in law as your domicilium citandi et executandi.) But if you have changed your addresses by giving us a Change of Details Form, you agree to accept any legal documents under these Terms at the address in the most recent Change of Details Form that you have given us.
23.8 Change to your address
If you want to change the addresses where you agree to accept legal documents, you must tell us in writing by completing and giving us a Change of Details Form and required Supporting Documents with the new addresses. Any new address must be a physical address in South Africa.
24 DETAILS
24.1 Call Centre details
Tel: 082 241 0001 or 010 285 0090
24.2 Shareholder Platform Website
www.yeboyethushares.co.za
24.3 Transaction Platform Website
www.yeboyethushares.tradedesk.co.za
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SECTION G: GENERAL TERMS
25 WHOLE AGREEMENT
These Terms, as may be amended, make up the entire agreement between you and us relating to the BEE Verification process. As far as the law allows, neither you nor we are legally obliged to comply with any term, condition, undertaking, representation, or promise relating to the BEE Verification process or these Terms that is not included in these Terms.
26 LOSING CERTAIN OF YOUR RIGHTS
As far as the law allows, neither you nor we will lose any rights under these Terms if you or we do not exercise them immediately or each time that such rights could be exercised.
27 EACH PROVISION IS SEPARATE
Each provision of these Terms, and each part of any provision, is removable and separate from the others. As far as the law allows, if any provision of these Terms, or part of a provision, becomes unenforceable, illegal or invalid, it must be treated as if it was not included in these Terms. The rest of these Terms will still be valid and enforceable.
28 SOUTH AFRICAN LAW APPLIES TO THESE TERMS
The laws of South Africa will apply to and govern these Terms.
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ANNEXURE 1
INTERPRETATION AND DEFINITIONS
29 INTERPRETING THIS DOCUMENT
When reading and applying (interpreting) these Terms, the following rules will apply:
29.1 Gender
Words in any particular gender include the other genders (male, female and neutral). Reference to a neutral gender (for example "they" or "it") include all genders.
29.2 Singular and plural
Words in the singular include the plural and the other way around.
29.3 Different forms of the same word
Different grammatical forms of the same word have a corresponding (similar or matching) meaning. (For example, "to apply", "applying" and "application").
29.4 Headings
Headings are aids to reading and understanding these Terms. They are not terms or conditions themselves. Headings do not limit or extend the meaning or application of these Terms.
29.5 Rights and remedies
There may be reference to the legal concepts of rights and remedies in these Terms. Rights are interests protected by law. Remedies are the ways available in law to enforce or protect rights or to get compensation.
29.6 General words are not limited
29.6.1 The word "including" or "include" or "includes" must not be interpreted as limited to the list following the word or excluding other items from a list following the word. The word:
29.6.1.1 "including" means "including but not limited to";
29.6.1.2 "include" means "include but is not limited to"; and
29.6.1.3 "includes" means "includes but is not limited to".
29.6.2 Where there is a list of specific things that belong together to describe a general word or phrase, the general word or phrase can have other meanings and can include others. The general word or phrase must not be interpreted to only apply to those specific things or things similar to them. For example, when we say a person must comply with all laws, including the CP Act, we mean that they must comply with all laws, and not only the CP Act and not only similar laws or laws that cover the same topics.
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29.7 Calculating days
Where any number of days is given, those days are counted to exclude the first day but include the last day.
29.8 Reference to laws or documents
When there is reference to a law or document to a section of a law or document, we mean that law or section of that law as amended, repealed or replaced.
29.9 Loss or damages
We may refer to legal concepts called loss or damages in this document. Here are some examples of the type of loss or damages that you could suffer:
29.9.1 losing money;
29.9.2 the value of your Shares going down;
29.9.3 someone bringing a claim against you;
29.9.4 money you have to pay us or someone else as compensation;
29.9.5 you suffering harm; or
29.9.6 money being paid to the wrong person.
29.10 List of Definitions
29.10.1 "Annexure" means an Annexure attached to these Terms;
29.10.2 "Applicant" means a member of the Black public who does not already own Shares, and who applies to us to confirm that they are an Eligible Person;
29.10.3 "Application Form" means:
29.10.3.1 for a Black Person, the form called the "Application Form (Black People)" that we require a Black Person to complete and sign as part of the Application Process; and
29.10.3.2 for a Black Group, the form called the "Application Form (Black Groups)" that we require a Black Group to complete and sign as part of the Application Process;
which can be obtained on the Shareholder Platform Website or via the Call Centre (during Business Hours), where you can request that a copy of the form be sent to you;
29.10.4 "Application Process" means the process that we require an Applicant to follow to apply for confirmation from the BEE Verification Agent that such Applicant is an Eligible Person;
29.10.5 "Authorised Representative" means the individual appointed and authorised by the Black Group to act on behalf of the Black Group;
29.10.6 "Authorised User" has the meaning given to this term in the FM Act;
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29.10.7 "Authority" means:
29.10.7.1 the Financial Services Board, a regulatory body established in terms of section 2 of the Financial Services Act, 97 of 1990;
29.10.7.2 the Independent Communications Authority of South Africa, a regulatory body established in terms of section 3 of the Independent Communications Authority of South Africa Act, 13 of 2000;
29.10.7.3 any government or governmental, administrative, fiscal or judicial authority, body, court, department, commission, tribunal, registry or any state owned, controlled or legislatively constituted authority which principally performs public, governmental or regulatory functions and/or which is responsible for applying national security, foreign investment, exchange control, telecommunications, merger control or other competition or antitrust legislation or regulations, in South Africa; and
29.10.7.4 any minister, department, office, commission, delegate, instrumentality, agency, board, authority or organisation of any government or any state-owned enterprise in South Africa;
29.10.8 "BEE" means black economic empowerment as contemplated in the BEE Act, the BEE Codes and BEE ICT Code;
29.10.9 "BEE Act" means the Broad-Based Black Economic Empowerment Act, 53 of 2003 and any regulations and codes of good practice published thereunder (including the BEE Codes);
29.10.10 "BEE Codes" means the Broad-Based Black Economic Empowerment Codes of Good Practice gazetted under the BEE Act;
29.10.11 "BEE ICT Code" means the Information and Communication Technology Sector Code published in terms of Section 9(1) of the BEE Act;
29.10.12 "BEE Listing" means the listing of Shares on the BEE Segment;
29.10.13 "BEE Listing Period" means the period commencing on the date upon which the Shares are listed on the BEE Segment and ending on the date on which the BEE Listing terminates for any reason;
29.10.14 "BEE Ownership Certificate" means a BEE ownership certificate based on a Black Group's current shareholding, issued within the previous 12 months by a South Africa National Accreditation System authorised BEE verification rating agency provided that, an Exempt Micro Enterprise (as defined in the BEE Codes) may submit a sworn affidavit recording its shareholding;
29.10.15 "BEE Ownership Document" in relation to a Black Group, means a declaration of its BEE Status, which declaration must be dated and signed by the Authorised Representative and must be accompanied by:
29.10.15.1 a list of all of the Black People who, both directly or indirectly, hold an Effective Interest in the Black Group (including their names, identity numbers, nationality, gender and effective percentage economic (and, if different, voting) interest held). Indirect interests held by Black People require a detailed organogram; and
29.10.15.2 the green bar-coded South African Identity Document or card issued by the South African Department of Home Affairs or valid passport showing the South African identity number of all of the Black People who, both directly or indirectly, hold an Effective Interest in the Black Group;
29.10.16 "BEE Securities" has the meaning given to this term in the Listings Requirements;
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29.10.17 "BEE Segment" means a segment of the JSE's main board where an issuer may list its BEE Securities;
29.10.18 "BEE Status" means in relation to a Black Group, the Black Group’s percentage ownership and percentage economic interest held by Black People (by shareholding, membership, beneficiary interest or other comparable interest, as the case may be, having regard to the juristic nature of the relevant Black Group) and the Black Group’s percentage representation by Black People at board or trustee or other similar governing body and, in relation to a natural person, whether or not that person qualifies as a Black Person;
29.10.19 "BEE Verification" means the verification of a person by the BEE Verification Agent, which verification must conclude, among other things, that:
29.10.19.1 the person is an Eligible Person;
29.10.19.2 such Eligible Person has been notified of the necessary restrictions, limitations and requirements applicable to such Shares from time to time as set out in the YeboYethu MOI and the Transaction Agreements, and has agreed to be bound by the provisions thereof; and
29.10.19.3 such Eligible Person has accepted the Trading Terms and Conditions and has signed all documents and contracts required in terms of the Trading Terms and Conditions;
29.10.20 "BEE Verification Agent" means the person appointed by YeboYethu from time to time to fulfil the role of BEE Verification Agent (as contemplated in clause 4.32 of the Listings Requirements), being Velocity;
29.10.21 ''BEE Verified Persons" means, during the BEE Listing Period, any Eligible Person which YeboYethu (or its nominee, delegate or agent) has notified as having successfully completed the BEE Verification, and whose BEE Status has not expired or been withdrawn in accordance with the Trading Terms and Conditions;
29.10.22 "Black Company" means an entity which is both a "B-BBEE-owned Company" and a "B-BBEE-controlled Company" (with each of these terms bearing the meanings as given to them in the BEE Codes);
29.10.23 "Black Entity" means a vesting trust which qualifies for recognition under the BEE Codes, a broad-based ownership scheme, a close corporation, or an unincorporated entity or association, including a partnership, joint venture, syndicate or stokvel, as may be determined by Vodacom SA in its sole discretion as an entity or association which may enable Vodacom SA to claim BEE scorecard points pursuant to the BEE Codes;
29.10.24 "Black Group" means a Black Company or a Black Entity;
29.10.25 "Black People" or "Black Person" has the meaning ascribed to it under Code 000 of the BEE Codes, which current meaning is summarised as follows for convenience, and should not be construed as an interpretation of the BEE Codes: Africans, Coloureds (including Chinese) and Indians who are natural persons and who are South African citizens by: (i) birth or descent; or (ii) naturalisation occurring (a) prior to 27 April 1994, being the commencement date of the Constitution of the Republic of South Africa of 1993; or (b) after that date but who would have qualified for naturalisation prior to that date if it were not for the apartheid policies in place in South Africa, and "Black" shall be construed accordingly;
29.10.26 "Business Day" means any day other than a Saturday, Sunday or gazetted national public holiday in South Africa;
29.10.27 "Business Hours" means the hours from 09h00 to 17h00 on a Business Day;
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29.10.28 "Call Centre" means the call centre established and operated by the BEE Verification Agent for purposes of providing services related or incidental to the BEE Verification which can be contacted at the phone number: 082 241 0001 or 010 285 0090;
29.10.29 "Call Centre Agent" means the person that helps you when you phone the Call Centre;
29.10.30 "Change of Details Form" means:
29.10.30.1 for a Black Person, the form called the "Change of Details Form (Black People)" that we require a Black Person to sign as part of the change of details process; and
29.10.30.2 for a Black Group, the form called the "Change of Details Form (Black Groups)" that we require a Black Group to sign as part of the change of details process,
which can be obtained on the Shareholder Platform Website or via the Call Centre (during Business Hours), where you can request that a copy of the form be sent to you;
29.10.31 "CP Act" means the Consumer Protection Act, 71 of 2008;
29.10.32 "Custody Entity" means Link Investor Services, acting through its nominee and wholly-owned subsidiary, Pacific Custodians (Nominees) (RF) Proprietary Limited, registration number 2014/113298/07, a private company incorporated in accordance with the laws of South Africa;
29.10.33 "Custody Entity Mandate" means the agreement entered into between you and the Custody Entity in respect of the services rendered by the Custody Entity to you relating to your Shares;
29.10.34 "Effective Interest" means any one or more of a direct or indirect ownership, economic or control interest, measured on a fully diluted basis and without any deeming rule or deeming provision being applied;
29.10.35 "Eligible Person" means individually and collectively, Black People and Black Groups;
29.10.36 "ESOP" means the trustees for the time being of the YeboYethu Employee Participation Trust (Gauteng High Court Local Division, Johannesburg, Master's Reference Number 2065/2008), a trust duly constituted in accordance with the laws of South Africa, and created by Vodacom SA for the benefit of eligible employees;
29.10.37 "FM Act" means the Financial Markets Act, 19 of 2012;
29.10.38 "Implementation Date" means 8 October 2008;
29.10.39 "JSE" means as the context requires, either JSE Limited, registration number 2005/022939/06, a public company incorporated in accordance with the laws of South Africa and licensed to operate an exchange under the FM Act, or the securities exchange operated by that company;
29.10.40 "JSE Member" means an equities member, which is a category of Authorised User admitted to membership of the JSE;
29.10.41 "Legal Capacity" means the right and ability to enter into valid agreements, considering things like age, marriage status, mental status and financial status;
29.10.42 "Link Investor Services" means Link Investor Services Proprietary Limited, registration number 2011/001308/07, a private company incorporated in accordance with the laws of South Africa;
29.10.43 "Listings Requirements" means the JSE Listings Requirements;
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29.10.44 "Lock-In Period" means the period commencing on the Implementation Date and terminating on the earlier of:
29.10.44.1 the tenth anniversary of the Implementation Date (both dates included); or
29.10.44.2 the date (if ever) upon which the BEE requirements applicable to Vodacom SA and its subsidiaries have been amended by legislation (or other applicable law or regulation or practice having the effect of law, including without limitation the BEE ICT Code or similar code or charter once it is promulgated as a sectoral code in terms of section 9 of the BEE Act) having the effect (in the sole and absolute discretion of the board of directors of Vodacom Group, after having considered representations which YeboYethu, RBH-CO and Thebe-CO may have made in this regard, but without being bound thereby) that the continued ownership of Vodacom SA Shares by YeboYethu, RBH-CO and Thebe-CO or a person or entity to whom any of the aforementioned shareholders wish to transfer their shareholdings, is no longer required for BEE purposes, and no longer results in a BEE benefit for Vodacom SA and its subsidiaries (whether as a result of a once-empowered always-empowered rule or otherwise),
it being recorded for the avoidance of doubt that this may have the effect that the Lock-In Period expires in respect of certain (but not necessarily all) of the Vodacom SA Shares held by YeboYethu and/or RBH-CO and Thebe-CO;
29.10.45 "Minor" means a Black Person who is younger than 18 years old;
29.10.46 "Off-Market Transfer" means any sale, purchase or other transfer of Shares not reported through an Authorised User;
29.10.47 "Off-Market Transfers Process" means the process of purchasing and/or transferring Shares by a BEE Verified Person pursuant to an Off-Market Transfer, as contemplated in the Off-Market Transfers Process Terms and Conditions;
29.10.48 "Off-Market Transfers Process Terms and Conditions" means the document entitled "YeboYethu Off-Market Transfers Process: Verification Requirements, Terms and Conditions" which shall be made available at www.yeboyethushares.co.za, which document records the terms, conditions, restrictions and limitations applicable to each BEE Verified Person who elects to purchase, holds and/or transfer any Shares in terms of the Off-Market Trading Process, and which are acknowledged and accepted by such BEE Verified Person during the BEE Verification process;
29.10.49 "Order" means an offer made by a buyer or seller through the Transaction Platform to buy or sell Shares;
29.10.50 "OTC Trading Platform" means the over-the-counter trading platform facilitated by YeboYethu specifically for the purposes of facilitating trading in Shares by and among Eligible Persons;
29.10.51 "OTP" means a one-time pin that is sent by us to your, your parent or guardian's (if you are a Minor) or your Authorised Representative's (if you are a Black Group) cell number;
29.10.52 "Own-Broker Trading Process" means the process of purchasing, holding and/or transferring (including by way of trading) Shares from time to time in accordance with the YeboYethu BEE Contract and Own-Broker Trading Process Terms and Conditions (and not, for the avoidance of doubt), in accordance with the Standard Trading Process);
29.10.53 "Own-Broker Trading Process Terms and Conditions" means the document entitled "YeboYethu Own-Broker Trading Process: Verification Requirements, Terms and Conditions" which shall be made available at www.yeboyethushares.co.za, which document records the terms, conditions, restrictions and limitations applicable to each BEE Verified Person who elects to purchase, holds and/or transfer any Shares in terms
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of the Own-Broker Trading Process, and which are acknowledged and accepted by such BEE Verified Person during the BEE Verification process;
29.10.54 "Personal Information" has the meaning ascribed to it in the Privacy Policy;
29.10.55 "Privacy Policy" means the privacy policy annexed to these Terms as Annexure 2;
29.10.56 "Rand" or "R" means the South African rand, the official currency of South Africa;
29.10.57 "RBH" means Royal Bafokeng Holdings Proprietary Limited, registration number 2006/006906/07, a private company duly incorporated in accordance with the laws of South Africa;
29.10.58 "RBH-CO" means Lisinfo 209 Investments (Proprietary) Limited, registration number 2008/007293/07, a private company duly incorporated in accordance with the laws of South Africa and, as at the Implementation Date, a wholly-owned subsidiary of RBH-TELCO;
29.10.59 "RBH-TELCO" means RBH Telecom Holdings (Proprietary) Limited, registration number 2006/006958/07, a private company duly incorporated in according with the laws of South Africa;
29.10.60 "Registration Process" means, with regard to the Standard Trading Process, the process which you undertake in accordance with the provisions of this Custody Entity Mandate and Trading Entity Mandate to register to use the Transaction Platform, and "Register" will have a similar meaning;
29.10.61 "Relevant Market Participant" means a JSE Member, registered holder, Central Securities Depository Participant (as per the FM Act) and/or relevant intermediary, as the context may require, that is required to enter into the YeboYethu BEE Contract with you;
29.10.62 "Securities Register" means the record of shareholders of Shares and the details that apply to their shareholding, which is maintained by Strate Proprietary Limited, registration number 1998/022242/07, a private company licensed as a central securities depository in terms of the FM Act, in respect of uncertificated Shares and by the Transfer Secretaries regarding certificated Shares;
29.10.63 "Shareholder Platform Website" means the website established by us for the operation of the platform for trading Shares accessible at: www.yeboyethushares.co.za;
29.10.64 "Shares" means ordinary shares having with a par value of R0.00001 each in the share capital of YeboYethu bearing the rights set out in the YeboYethu MOI;
29.10.65 "South Africa" means the Republic of South Africa;
29.10.66 "Standard Trading Process" means the process of purchasing, selling, holding and/or transferring Shares from time to time in terms of which you enter into a contractual custody arrangement with the Custody Entity (who shall act as registered shareholder) and a contractual trading arrangement with the Trading Entity for the purposes of effecting transfers of your Shares through the JSE's trading processes, as contemplated in these terms and conditions;
29.10.67 "Standard Trading Process Terms and Conditions" means this document, which records the terms, conditions, restrictions and limitations applicable to each Eligible Person who elects to purchase, sell, hold and/or transfer any Shares in terms of the Standard Trading Process, and which are acknowledged and accepted by such Eligible Person during the BEE Verification process;
29.10.68 "Supporting Documents" in relation to the Application Process, the BEE Verification
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process and the change of details process, means all documents which we require you to provide. For details on such supporting documents, please refer to Annexure 3 (Supporting Documents) to these Terms or the YeboYethu website (www.yeboyethushares.co.za) or the Transaction Platform Website or you may call the Call Centre (during Business Hours) and request that copies be sent to you;
29.10.69 "Terms" means the terms and conditions set out in this document, together with any Annexures hereto;
29.10.70 "Thebe" means Thebe Investment Corporation (Proprietary) Limited registration number 1992/001846/07, a private company duly incorporated in accordance with the laws of South Africa;
29.10.71 "Thebe-CO" means Main Street 661 (Proprietary) Limited, registration number 2008/003181/07, a private company duly incorporated in accordance with the laws of South Africa;
29.10.72 "Trading Entity" means Velocity;
29.10.73 "Trading Entity Mandate" means the contract between you and the Trading Entity;
29.10.74 "Trading Terms and Conditions" means the terms and conditions, restrictions and limitations applicable to each BEE Verified Person and acknowledged and accepted by such BEE Verified Person during the BEE Verification process, being as the context may require:
29.10.74.1 the Standard Trading Process Terms and Conditions;
29.10.74.2 the Own-Broker Trading Process Terms and Conditions; or
29.10.74.3 the Off-Market Transfers Process Terms and Conditions;
29.10.75 "Transaction Agreements" means the:
29.10.75.1 Shareholders Agreement dated 24 July 2013, in terms of which the relationship between the shareholders of Vodacom SA, being RBH-CO, Thebe-CO, Vodacom Group and YeboYethu, is governed;
29.10.75.2 Relationship Agreement means the agreement entitled "Relationship Agreement" concluded between Vodacom Group, Vodacom SA, RBH, RBH-CO, RBH-TELCO, Thebe, Thebe-CO, the ESOP and YeboYethu on 20 June 2008; and
29.10.75.3 Subscription Agreement executed between Vodacom SA, Vodacom Group and YeboYethu dated 20 June 2008;
29.10.76 "Transaction Platform" means the platform established by the Trading Entity and the Custody Entity, through which they shall render Transaction (order placement) services and custody and settlement services respectively to Eligible Persons who have elected to participate in the Standard Trading Process, comprising the online Transaction Platform Website and the Call Centre, and on which each such Eligible Person shall have a Transaction Platform Account;
29.10.77 "Transaction Platform Account" means the record the Custody Entity keeps of money received from you and paid to you based on your activities and transactions on the Transaction Platform;
29.10.78 "Transaction Platform Website" means the online component of the Transaction Platform which is accessible through the URL: www.yeboyethushares.tradedesk.co.za;
29.10.79 "Transfer Secretaries" means Link Market Services South Africa Proprietary Limited,
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registration number 2000/007239/07, a private company incorporated in accordance with the laws of South Africa;
29.10.80 "Velocity" means Velocity Trade Financial Services Proprietary Limited, registration number 2010/010415/07, a private company incorporated in accordance with the laws of South Africa;
29.10.81 "Verification Form" means:
29.10.81.1 for a Black Person, the form called the "Verification Form (Black People)" that we require a Black Person to complete and sign as part of the BEE Verification process; and
29.10.81.2 for a Black Group, the form called the "Verification Form (Black Groups)" that we require a Black Group to complete and sign as part of the BEE Verification process,
which can be obtained on the Shareholder Platform Website or via the Call Centre (during Business Hours), where you can request that a copy of the form be sent to you;
29.10.82 "Vodacom Group" means Vodacom Group Limited, registration number 1993/005461/06, a public company incorporated in accordance with the laws of South Africa;
29.10.83 "Vodacom SA" means Vodacom Proprietary Limited, registration number 1993/003367/07, a private company incorporated in accordance with the laws of South Africa;
29.10.84 "Vodacom SA Shares" shares in the share capital of Vodacom SA;
29.10.85 "YeboYethu" means YeboYethu (RF) Limited, registration number 2008/014734/06, a public company incorporated in accordance with the laws of South Africa;
29.10.86 "YeboYethu BEE Contract" means the contract referred to in the Own-Broker Trading Process Terms and Conditions which an Eligible Person is required to enter into with YeboYethu and the relevant Market Participants should he/she/it choose to hold, purchase and/or transfer Shares in accordance with the Own-Broker Trading Process (this is a bespoke contract required in respect of the Shares and is distinct from the agreement referred to in the Listings Requirements as a "BEE contract"); and
29.10.87 "YeboYethu MOI" means the memorandum of incorporation of YeboYethu.
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ANNEXURE 2
PRIVACY POLICY
30 USE OF PERSONAL INFORMATION AND TELEPHONE RECORDINGS
We may use personal information and telephone recordings only for specific reasons set out in this Annexure 2 and in the other ways that the law allows.
30.1 What is Personal Information
"Personal Information" is information about you, your parent or guardian (if you are a Minor), your Authorised Representative, your contact person and members of your Black Group. Personal information includes information about:
30.1.1 identity, name, birth date and gender;
30.1.2 BEE Status;
30.1.3 ID Number or registration number;
30.1.4 bank account details;
30.1.5 financial affairs and business affairs;
30.1.6 dealings in Shares;
30.1.7 physical address, postal address, email address, phone number and other contact details;
30.1.8 country of citizenship;
30.1.9 children;
30.1.10 dependents and family members;
30.1.11 answers to security questions; and
30.1.12 the way you or your Authorised Representative use the Transaction Platform.
30.2 How we get Personal Information
We may receive Personal Information from you, your parent or guardian (if you are a Minor) and your Authorised Representative (if you are a Black Group) may give Personal Information to us or we may receive it from third parties (including from the Trading Entity and/or the Custody Entity). We may receive Personal Information in many ways, these include the information we get when:
30.2.1 you, your parent or guardian (if you are a Minor) or your Authorised Representatives (if you are a Black Group) apply for you to become a BEE Verified Person;
30.2.2 you, your parent or guardian (if you are a Minor) or Your Authorised Representative (if you are a Black Group) give us an Application Form (Black People), an Application Form (Black Groups), a Verification Form (Black Groups) or a Change of Details Form or other information;
30.2.3 you, your parent or guardian (if you are a Minor) or your Authorised Representative (if
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you are a Black Group) give us information or Supporting Documents we may ask for; or
30.2.4 you, your parent or guardian (if you are a Minor) or your Authorised Representative (if you are a Black Group) use the Transaction Platform (whether the Transaction Platform Website or the Call Centre) or contact us, the BEE Verification Agent, the Transfer Secretaries or the Custody Entity.
30.3 We may record all telephone calls
You agree that we may record all telephone calls to and from the Call Centre.
30.4 What we can use Personal Information and telephone recordings for
30.4.1 As far as the law allows, you give us permission to use Personal Information and all telephone recordings for all purposes relating to the Standard Trading Process, including the Application Process, the BEE Verification process and the Transaction Platform.
30.4.2 You also give us permission to use Personal Information and telephone recordings in other ways that the law allows.
30.5 Permission and how we use your Personal Information
As far as the law allows, you agree and give us permission to:
30.5.1 check Personal Information against the records of third parties (for example, to check that the bank account details you give are for a bank account in your name);
30.5.2 share the contents of the Securities Register (which includes some Personal Information) with other YeboYethu shareholders or the public;
30.5.3 collect, get, receive, record, organise, collate, store, update, change, retrieve, read, process, use and share all of the Personal Information and telephone recordings. We may do this for all purposes relating to the Standard Trading Process, including the Application Process, the BEE Verification process and the Transaction Platform;
30.5.4 share the Personal Information and telephone recordings with other people when performing any activities related to the Standard Trading Process, including the Application Process, the BEE Verification process and the Transaction Platform (these other people could be people who provide services to us or the BEE Verification Agent as well as the Transfer Secretaries and the Custody Entity);
30.5.5 share the Personal Information and telephone recordings with the Trading Entity and the Custody Entity, and for the Trading Entity and the Custody Entity to share your Personal Information between themselves. The permission you give in this paragraph 30.5.5 is given as a stipulatio alteri in favour of the Trading Entity and the Custody Entity (this means that, if the Trading Entity and the Custody Entity accept the rights under this paragraph, your permission is given in favour of them and that they may enforce their rights pursuant to such permission, even though they are not a party to these Terms);
30.5.6 transfer or store, or both transfer and store, Personal Information and telephone recordings outside South Africa while we are performing the activities referred to above;
30.5.7 do any of the activities above outside of South Africa with Personal Information and telephone recordings;
30.5.8 appoint and allow people who provide goods or services to us or the BEE Verification Agent to perform any of the activities referred to in this Annexure 2 (Privacy Policy) for us. This also includes the Transfer Secretaries we use to maintain the Securities
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Register for us and the Custody Entity;
30.5.9 allow Vodacom SA and their advisers to perform any of the activities referred to in this Annexure 2 (Privacy Policy) for all purposes related to the Standard Trading Process, including the Application Process, the BEE Verification process and the Transaction Platform;
30.5.10 share Personal Information and telephone recordings with any Authority when required to do so by law; and
30.5.11 use Personal Information and the telephone recordings in all other ways that the law allows.
30.6 You may ask us to correct your Personal Information
You may ask us at any time to amend or confirm any Personal Information if it is wrong or out of date. Please phone the Call Centre if you need help with this. See also paragraph 14 (Changing, correcting and completing details) contained in Section B (How to Complete the BEE Verification process), for more information about the change of details process.
30.7 You give up your rights
30.7.1 You agree that where the law requires us to make you, your parent or guardian (if you are a Minor), your Authorised Representative (if you are a Black Group) or members of your Black Group aware of something (to inform or notify you) or to do something else, we do not have to do this. This only applies as far as the law allows this.
30.7.2 For example, sometimes the law says that we have a duty to make you aware of some information or other matters, unless you agree that we do not need to do these things (this is called a waiver of rights). Because you agree to this, we will not have this duty anymore and will not need to make you aware of the information or other matters.
30.7.3 You give us this agreement for you, your parent or guardian (if you are a Minor), your Authorised Representatives (if you are a Black Group) and the members of your Black Group.
30.8 Confirmation of your ability
30.8.1 You promise that you have the ability to allow us to do all these things with the Personal Information and telephone recordings on behalf of your Authorised Representatives, and members of your Black Group (this includes all the things that we say we will do and which you give us permission to do in this Annexure 2 (Privacy Policy)).
30.8.2 You also promise that you have the ability to agree to give up your rights and the rights of the Authorised Representative and of the members of your Black Group, in the way set out in paragraph 30.7 (You give up your rights) in this Annexure 2 (Privacy Policy).
PARAGRAPH 30.7 IS IMPORTANT AS IT: - limits or excludes our legal duties to you; - makes you give up or limits rights you have in law; and - makes you take on liability and risks. Because you give up your rights, and we do not have to perform our duties, you may not become aware of information that you may need to protect yourself. You also may not be able to exercise your other rights (such as your right to privacy). You will not be able to make any claim against us if you suffer loss or damages because we did
not give you certain information, or because we did not perform our duties.
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30.8.3 As far as the law allows, if your Authorised Representative, contact person or a member of your Black Group claims for loss or damages because you did not have the ability mentioned above, we may recover any loss or damages we suffer because of these claims from you.
PARAGRAPH 30.8 IS IMPORTANT AS IT: - limits or excludes your claims against us; - limits or excludes your rights and remedies against us; and - makes you take on liability and risks You give us permission to collect, get, receive, record, organise, collate, store, update, change, retrieve, read, process, use and share your Personal Information and the Personal Information of your parent or guardian (if you are a Minor), Authorised Representative (if you are a Black Group), and members of your Black Group in the way described above. You know and accept that you are giving up your privacy rights and the privacy rights of your parent or guardian (if you are a Minor), Authorised Representative (if you are a Black Group), contact persons and members of your Black Group. This means that you cannot claim against us for using your Personal Information in the way that you have given us permission, even if you or others suffer loss or damages. You will also be responsible for any loss or damage we suffer because you did not have the ability and where we relied on your promise that you had authority. For example, if your Authorised Representative, or members of your Black Group, take action against us for using or disclosing their Personal Information.
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30.9 Limits to your claims against us
30.9.1 As far as the law allows, we are not responsible (liable) if anyone shares or uses your Personal Information or the telephone recordings without our permission or the correct permission.
30.9.2 As far as the law allows, if your Authorised Representative, or a member of your Black Group, claims for loss or damages because anyone shares or uses Personal Information or telephone recordings without our permission or the correct permission, we may recover any loss or damages we suffer because of these claims from you.
PARAGRAPH 30.9 IS IMPORTANT AS IT: - limits or excludes your claims against us; - limits or excludes your rights and remedies against us; and - makes you take on liability and risks. It can be dangerous to share Personal Information and to allow the use of Personal information. You agree to share Personal Information with us and accept the risks involved in this. For example, someone may be able to steal your identity, give your Personal Information to other people, or use your information in a way that could cause loss or damages. You cannot claim from us when these things happen or when Personal Information is used by someone without permission. We may also have claims against you and you might have to pay us for any loss or damages we suffer from claims by your Authorised Representative, or a member of your Black Group, because of the unauthorised use of Personal Information.
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ANNEXURE 3
SUPPORTING DOCUMENTS Supporting Documents required for Black People and Black Groups wishing to:
complete the Application Process;
complete the BEE Verification process; and/or
change their details.
B. BLACK PEOPLE
If you are an Applicant (you do not already own Shares and you are applying to confirm whether you are an Eligible Person), refer to paragraph 1 below. Then proceed to the BEE Verification process in paragraph 2 below. Then, depending on the method of transacting chosen, you will be required to submit the Supporting Documents in paragraph 3 below.
If you already hold Shares, refer to paragraph 2 below. Then, depending on the method of transacting chosen, you will be required to submit the Supporting Documents in paragraph 3 below.
If you already hold Shares and wish to change the details that we have for you, refer to paragraph 4 below.
PLEASE NOTE: If you are signing the Application Form, the Verification Form or the Change of Details Form in a representative capacity, you will be required to submit the Supporting Documents in paragraph 5 below.
1. Application Process (Black People)
The Applicant must provide the following Supporting Documents:
Identity document The green bar-coded South African Identity Document or passport reflecting the South African identity number or a certified copy.
Affidavit An affidavit attached as Schedule 1 to the Application Form, signed by a Black Person confirming he/she is a Black Person (or signed by a parent or guardian of the Applicant, confirming that the Applicant is a Black Person).
Bank Account Details If you intend to use the Standard Trading Process, provide details of the Applicant's active transactional bank account into which YeboYethu may pay purchase prices, dividends and any other payments. Obtain a stamp on the Application Form from the Applicant's bank verifying the transactional bank account details.
Proof of physical address Provide a certified copy of any one of the following documents reflecting the Applicant's name and physical address and unless otherwise stated, these documents must be less than 3 months old:
utility bill; current lease or rental agreement reflecting that you are the tenant; bank statement; municipal rates and taxes invoice; current copy of valid television licence; mortgage bond statement; land-line or cellular telephone account; tax return (less than 1 year old);
correspondence from a body corporate or shareblock association reflecting you as owner/tenant/occupant;
payslip or salary advice; or letter from a tribal chief where you live. If the Applicant is a Minor and the proof of residential address is in the name of the parent or guardian, the parent or guardian must provide a declaration stating that the Minor is residing at the relevant address.
2. BEE Verification process (Black People)
All Black People must provide the following Supporting Documents to the extent not already provided as part of the Application Process, or otherwise:
Identity Document Provide a certified copy of any one of the following documents:
the green bar-coded South African identity document;
the South African smart identity card; or
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a valid passport reflecting the Black Person's South African identity number. Affidavit An affidavit attached as Schedule 1 to the Verification Form (Black People), signed by
a Black Person confirming he/she is a Black Person (or signed by a parent or guardian of the Black Person, confirming that he/she is a Black Person).
Bank account details If you intend to use the Standard Trading Process, provide details of the Black Person's active transactional bank account into which the Custody Entity (when using the Standard Trading Process) may pay purchase prices, dividends and any other payments. Obtain a stamp on the Verification Form (Black Person) from the Black Person's bank verifying the transactional bank account details.
Proof of residential address
Provide a certified copy of any one of the following documents reflecting the Black Person's name and residential address and unless otherwise stated, these documents must be less than 3 months old:
utility bill, such as water, electricity or rates ("Utility Bill");
current signed lease or rental agreement reflecting that you are the tenant;
bank statement;
municipal rates and taxes invoice;
valid television licence document;
mortgage bond statement;
land-line or cellular telephone account;
official tax return/tax assessment (less than 1 year old);
correspondence from a body corporate or shareblock association reflecting you as the owner/tenant/occupant;
payslip or salary advice; or
letter from a tribal chief where you live.
If the Black Person is a Minor and the proof of residential address is in the name of the parent or guardian, the parent or guardian must provide a declaration stating that the Minor is residing at the relevant address.
3. Additional Supporting Documents required depending on transaction method chosen
All Black People must submit the following Supporting Documents, depending on the selected method of transacting:
Method of transacting Required documents
Standard Trading Process If you have not previously successfully registered to trade on the YeboYethu OTC Platform then we will need to complete a FICA process with you before we can provide you with a trading service. It is important to take note of the requirements and instructions at the top of each form to ensure all supporting documentation is provided and the Form is completed accurately. This will avoid unnecessary delays.
Own-Broker Trading Process The original completed and properly signed YeboYethu BEE Contract (a copy of
which is available on the Shareholder Platform Website or can be requested from the Call Centre) with each of the Relevant Market Participants.
A certified copy of the completed and properly signed contracts which you have concluded with the Relevant Market Participants identified in the YeboYethu BEE Contract (which must be approved by YeboYethu).
Off-Market Transfers Process
Should you wish to do an Off-Market Transfer (i.e. a purchase, sale or transfer other than through the Own-Broker Trading Process) please contact the Call Centre for guidance on the BEE Verification process and the Supporting Documents required for purposes of such Off-Market Transfer.
4. Change of details process (Black People)
The Black Person must provide the following Supporting Documents:
To change banking details The Change of Details Form (Black People) must be stamped by the Black Person's bank verifying its transactional bank account details, alternatively you must provide a bank stamped bank statement not older than 3 months or a letter from the bank (signed and stamped) confirming the Black Person's bank details. Provide a certified copy of the Black Person's green bar-coded South African identity document, the South African smart identity card or valid passport reflecting his/her South African identity number.
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To change contact details or postal address details
Provide a certified copy of the Black Person's green bar-coded South African identity document, the South African smart identity card or valid passport reflecting his/her South African identity number.
To change residential address details
Provide a certified copy of any one of the following documents reflecting the Black Person's name and residential address and unless otherwise stated, these documents must be less than 3 months old: utility bill, such as water, electricity or rates ("Utility Bill");
current signed lease or rental agreement reflecting that you are the tenant; bank statement; municipal rates and taxes invoice; valid television licence document; mortgage bond statement; land-line or cellular telephone account; official tax return/tax assessment (less than 1 year old); correspondence from a body corporate or shareblock association reflecting
you as the owner/tenant/occupant;
payslip or salary advice; or a letter from a tribal chief where you live. If the Black Person is a Minor and the proof of residential address is in the name of the parent or guardian, the parent or guardian must provide a declaration stating that the Minor is residing at the relevant address. Provide a certified copy of the Black Person's green bar-coded South African identity document, the South African smart identity card or valid passport reflecting his/her South African identity number.
NB: only one certified copy of the Black Person's green bar-coded South African identity document, the South African smart identity card or valid passport reflecting his/her South African identity number is required per Change of Details Form.
5. Representative capacity
If signing the Application Form, Verification Form or Change of Details Form in a representative capacity, the following Supporting Documents must also be provided by the person signing the applicable form:
Power of attorney To sign under a power of attorney, the following must be provided: the power or attorney together with a certified copy of the Black Person's
identity document; and a certified copy of the representative's Utility Bill.
Where the representative is an attorney or an institution, the representative's letterhead in order to verify the representative's physical address. Alternatively a Utility Bill reflecting the representative's name and residential address which is less than 3 months old.
Minors Minors must be assisted by their parents or guardians. Minors must submit their identity document. The parent or guardian must also submit their identity document.
In the case of a legal guardian a certified copy of the Letters of Guardianship.
Joint holding Where the holding is in more than one name, the signature of the first mentioned YeboYethu shareholder and a certified copy of his/her green bar-coded South African identity document, the South African smart identity card or valid passport reflecting his/her South African identity number.
Deceased YeboYethu shareholders
If signing the Change of Details Form, this must be signed by the executor/s of the deceased estate. If you have not already done so, please provide a certified copy of the Letters of Executorship together with a certified copy of the executor's green bar-coded South African identity document, the South African smart identity card or valid passport reflecting the executor's South African identity number.
YeboYethu shareholder under curatorship
If signing the Change of Details Form, this must be signed by the curator appointed by the Master of the High Court. If you have not already done so, please provide a certified copy of the Letters of Curatorship together with a certified copy of the curator's green bar-coded South African identity document, the South African smart identity card or valid passport reflecting the Curator's South African identity number.
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YeboYethu shareholder under liquidation
If signing the Change of Details Form, this must be signed by the liquidator appointed by the Master of the High Court. If you have not already done so, please provide a certified copy of your Letter of Appointment together with a certified copy of the liquidator's green bar-coded South African identity document, the South African smart identity card or valid passport reflecting his/her South African identity number.
C. BLACK GROUPS
If you are an Applicant (do not already own Shares, and you are applying to confirm whether you are an Eligible Person), refer to paragraph 1 below. Then proceed to the BEE Verification process in paragraph 2 below. Then, depending on the method of transacting chosen, you will be required to submit the Supporting Documents in paragraph 3 below.
If you already hold Shares, refer to paragraph 2 below. Then, depending on the method of transacting chosen, you will be required to submit the Supporting Documents in paragraph 3 below.
If you already hold Shares and wish to change the details that we have for you, refer to paragraph 4 below. PLEASE NOTE: if you are signing the Change of Details Form in a representative capacity (ie if the entity is a joint holding or where a YeboYethu shareholder is under liquidation or business rescue), please refer to 5B below.
1. Application Process (Black Groups)
All Black Groups are required to submit the following Supporting Documents and comply with the following requirements:
A BEE Ownership Certificate (subject to the conditions below) or alternatively, BEE Ownership Document;
A valid authorising resolution;
Proof of the Black Group's physical address, as set out below;
The identity document of the Authorised Representative; and
Proof of the physical address of the Authorised Representative as set out below. In addition to the above, different types of Black Groups will need to submit certified copies of the corresponding Supporting Documents listed below:
Entity type Required documents
Companies (Note: References to "CoR" refer to the documents as per the Companies Act whereas references to "CM" refer to documents as per the Companies Act 61 of 1973, which may still be applicable to Black Companies incorporated prior to 1 May 2010 (being the effective date of the Companies Act.)
Certificate of Confirmation issued by CIPC. Registration certificate (CoR14.3) / Certificate of incorporation (CM1). Amended registration certificate reflecting the change of name (CoR14.3) /
Notice of amendment of Memorandum of Incorporation (CoR15.2) / Certificate of change of name of company (CM9).
Notice of change of registered office (CoR21) / Notice of registered office and postal address of company (CM22).
Notice of change of directors (CoR 39) / Contents of register of directors and officers (CM29).
Securities register. A valid authorising resolution. For each individual shareholder who holds more than 25% of the voting rights of
the company: a certified copy of (i) identity document (if a South African national) or (ii) a valid passport (if a foreign national).
For each company or close corporation shareholder who holds more than 25% of the voting rights of the company: a certified copy of the registration certificate (CoR14.3) / certificate of incorporation (CM1) (if a company), Notice of change of registered office (CoR21) / Notice of registered office and postal address of company (CM22) (if a company), Founding statement (CK1) (if a close corporation) and a utility bill, such as water, electricity or rates to verify the trade name and physical address of such company or close corporation shareholder.
For each other legal entity shareholder who holds more than 25% of the voting rights of the company: a certified copy of the constitutional documents of such other legal entity shareholder.
For each trust shareholder who holds more than 25% of the voting rights of the company: a certified copy of the trust deed and the letters of authority issued by the Master of the High Court.
Physical address and contact particulars for each shareholder who holds more than 25 % of the voting rights of the company.
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Trusts Trust deed or other founding document, as currently in force. Letters of authority issued by the Master of the High Court in respect of the
current trustees. Certified copies of the identity documents for all the current trustees.
Partnerships Partnership agreement, as currently in force. A valid authorising resolution.
Close Corporations Founding statement and certificate of incorporation (CK1), as currently in force. Amended founding statement (CK2), if applicable, as currently in force. A valid authorising resolution. For each individual shareholder who holds more than 25% of the voting rights of
the company: a certified copy of (i) the identity document (if a South African national) or (ii) a valid passport (if a foreign national).
For each company or close corporation shareholder who holds more than 25% of the voting rights of the company: a certified copy of the registration certificate (CoR14.3) / certificate of incorporation (CM1) (if a company), Notice of change of registered office (CoR21) / Notice of registered office and postal address of company (CM22) (if a company), Founding statement (CK1) (if a close corporation) and a utility bill, such as water, electricity or rates to verify the trade name and physical address of such company or close corporation shareholder.
For each other legal entity shareholder who holds more than 25% of the voting rights of the company: a certified copy of the constitutional documents of such other legal entity shareholder.
For each trust shareholder who holds more than 25% of the voting rights of the company: a certified copy of the trust deed and the letters of authority issued by the Master of the High Court.
Physical address and contact particulars for each shareholder who holds more than 25 % of the voting rights of the company.
Black Entities such as Stokvels
Constitutional documents, founding documents or other such documents, as currently in force.
Any rules or regulations governing the operation and management of the Black Entity.
A valid authorising resolution. Certified copies of the identity document (if a South African national) or a valid
passport (if a foreign national) of the representatives of the governing body (if any) of the Black Entity.
Proof of physical address in respect of the Black Group and the Authorised Representative
Provide the original or a certified copy of any one of the following documents reflecting the Black Group or the Authorised Representative's (as the case may be) name and physical address and unless otherwise stated, these documents must be less than 3 months old:
Utility Bill; current signed lease or rental agreement reflecting the Black Group or the
Authorised Representative as the tenant; bank statement; municipal rates and taxes invoice; valid television licence document;
mortgage bond statement; land-line or cellular telephone account; official tax return/tax assessment (less than 1 year old); correspondence from a body corporate or shareblock association reflecting the
Black Group or the Authorised Representative as the owner/tenant/occupant; payslip or salary advice; or a letter from a tribal chief where the Black Group is situated or where the
Authorised Representative lives. If none of the above are applicable or available in respect of a Black Group, a copy of a letterhead of the Black Group showing its operating address.
Obtaining a BEE Ownership Certificate
An existing BEE Ownership Certificate may be submitted provided that: it was obtained from a South African National Accreditation System or the
Independent Regulatory Board of Auditors approved BEE Verification Agency;
it shows that at least 50.1% of the Effective Interest of the Black Group is owned by Black People or Black Groups;
specifically makes reference to the Flow-Through Principle (as defined in the BEE Codes) having been utilised in the determination of the BEE Status of the Black Group;
it is not older than 12 months;
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it contains the following information as defined in the Codes: o % voting rights of Black People; o % voting rights of Black women (if known); o % voting rights of Black new entrants (if known); o % economic interest of Black People; o % economic interest of Black women (if known); and o % economic interest of Black new entrants (if known);
It may also contain the following information as defined in the BEE Codes: % economic interest of black designated groups; % economic interest of employee ownership schemes, broad-based ownership
schemes and co-operatives; and the net value for all Black People.
The Black Group must also submit written confirmation, in the form of a written declaration signed by the relevant signatory/ies, that its ownership structure has not changed after obtaining the existing BEE Ownership Certificate and that the information recorded therein remains true and correct in all material respects.
2. BEE Verification process (Black Groups)
All Black Groups are required to submit the following Supporting Documents and comply with the following requirements:
A BEE Ownership Certificate (subject to the conditions below) or alternatively, BEE Ownership Documents;
A valid authorising resolution;
Proof of the Black Group's physical address, as set out below;
The identity document of the Authorised Representative; and
Proof of the physical address of the Authorised Representative as set out below. In addition to the above, different types of Black Groups will need to submit certified copies of the corresponding Supporting Documents listed below:
Entity type Required documents
Companies (Note: References to "CoR" refer to the documents as per the Companies Act whereas references to "CM" refer to documents as per the Companies Act 61 of 1973, which may still be applicable to Black Companies incorporated prior to 1 May 2010 (being the effective date of the Companies Act.)
Certificate of Confirmation issued by CIPC.
Registration certificate (CoR14.3) / Certificate of incorporation (CM1). Amended registration certificate reflecting the change of name (CoR14.3) /
Notice of amendment of Memorandum of Incorporation (CoR15.2) / Certificate of change of name of company (CM9).
Notice of change of registered office (CoR21) / Notice of registered office and postal address of company (CM22).
Notice of change of directors (CoR 39) / Contents of register of directors and officers (CM29).
Securities register. A valid authorising resolution. For each individual shareholder who holds more than 25% of the voting rights of
the company: a certified copy of (i) identity document (if a South African national) or (ii) a valid passport (if a foreign national).
For each company or close corporation shareholder who holds more than 25% of the voting rights of the company: a certified copy of the registration certificate (CoR14.3) / certificate of incorporation (CM1) (if a company), Notice of change of registered office (CoR21) / Notice of registered office and postal address of company (CM22) (if a company), Founding statement (CK1) (if a close corporation) and a utility bill, such as water, electricity or rates to verify the trade name and physical address of such company or close corporation shareholder.
For each other legal entity shareholder who holds more than 25% of the voting rights of the company: a certified copy of the constitutional documents of such other legal entity shareholder.
For each trust shareholder who holds more than 25% of the voting rights of the company: a certified copy of the trust deed and the letters of authority issued by the Master of the High Court.
Physical address and contact particulars for each shareholder who holds more than 25 % of the voting rights of the company.
Trusts Trust deed or other founding document, as currently in force. Letters of authority issued by the Master of the High Court in respect of the
current trustees. Certified copies of the identity documents for all the current trustees.
Partnerships Partnership agreement, as currently in force. A valid authorising resolution.
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Close Corporations Founding statement and certificate of incorporation (CK1), as currently in force. Amended founding statement (CK2), if applicable, as currently in force. A valid authorising resolution. For each individual shareholder who holds more than 25% of the voting rights of
the company: a certified copy of (i) the identity document (if a South African national) or (ii) a valid passport (if a foreign national).
For each company or close corporation shareholder who holds more than 25% of the voting rights of the company: a certified copy of the registration certificate (CoR14.3) / certificate of incorporation (CM1) (if a company), Notice of change of registered office (CoR21) / Notice of registered office and postal address of company (CM22) (if a company), Founding statement (CK1) (if a close corporation) and a utility bill, such as water, electricity or rates to verify the trade name and physical address of such company or close corporation shareholder.
For each other legal entity shareholder who holds more than 25% of the voting rights of the company: a certified copy of the constitutional documents of such other legal entity shareholder.
For each trust shareholder who holds more than 25% of the voting rights of the company: a certified copy of the trust deed and the letters of authority issued by the Master of the High Court.
Physical address and contact particulars for each shareholder who holds more than 25 % of the voting rights of the company.
Black Entities such as Stokvels
Constitutional documents, founding documents or other such documents, as currently in force.
Any rules or regulations governing the operation and management of the Black Entity.
A valid authorising resolution. Certified copies of the identity document (if a South African national) or a valid
passport (if a foreign national) of the representatives of the governing body (if any) of the Black Entity.
Proof of physical address in respect of the Black Group and the Authorised Representative
Provide the original or a certified copy of any one of the following documents reflecting the Black Group or the Authorised Representative's (as the case may be) name and physical address and unless otherwise stated, these documents must be less than 3 months old:
Utility Bill; current signed lease or rental agreement reflecting the Black Group or the
Authorised Representative as the tenant; bank statement; municipal rates and taxes invoice; valid television licence document; mortgage bond statement;
land-line or cellular telephone account; official tax return/tax assessment (less than 1 year old); correspondence from a body corporate or shareblock association reflecting the
Black Group or the Authorised Representative as the owner/tenant/occupant; payslip or salary advice; or a letter from a tribal chief where the Black Group is situated or where the
Authorised Representative live. If none of the above are applicable or available in respect of a Black Group, a copy of a letterhead of the Black Group showing its operating address.
Obtaining a BEE Ownership Certificate
An existing BEE Ownership Certificate may be submitted provided that: it was obtained from a South African National Accreditation System or
Independent Regulatory Board of Auditors approved BEE Verification Agency; it shows that at least 50.1% of the Effective Interest of the Black Group is owned
by Black People or Black Groups; specifically makes reference to the Flow-Through Principle (as defined in the
BEE Codes) having been utilised in the determination of the BEE Status of the Black Group;
it is not older than 12 months; it contains the following information as defined in the Codes: o % voting rights of Black People; o % voting rights of Black women (if known); o % voting rights of Black new entrants (if known); o % economic interest of Black People; o % economic interest of Black women (if known); and
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o % economic interest of Black new entrants (if known); It may also contain the following information as defined in the BEE Codes:
% economic interest of black designated groups;
% economic interest of employee ownership schemes, broad-based ownership schemes and co-operatives; and
the net value for all Black People. The Black Group must also submit written confirmation, in the form of a written declaration signed by the relevant signatory/ies, that its ownership structure has not changed after obtaining the existing BEE Ownership Certificate and that the information recorded therein remains true and correct in all material respects.
3. Additional documents required depending on transaction method chosen
All Black Groups must submit the following Supporting Documents, depending on the selected method of transacting:
Method of transacting Required documents
Standard Trading Process A certified copy of the completed and properly signed Trading Entity Mandate (a copy of which is available on the Shareholder Platform Website or can be requested from the Call Centre).
A certified copy of the completed and properly signed Custody Entity Mandate (a copy of which is available on the Shareholder Platform Website or can be requested from the Call Centre).
If you have provided your bank account details above, provide details of the Black Group's transactional bank account into which the Trading Entity and/or the Custody Entity (when using the Standard Trading Process) may pay purchase prices, dividends and any other payments.
If you have provided your bank account details above, obtain a stamp on the Verification Form from the Black Group's bank verifying the transactional bank account details.
Own-Broker Trading Process
The original completed and properly signed YeboYethu BEE Contract (a copy of which is available on the Shareholder Platform Website or can be requested from the Call Centre) with each of the Relevant Market Participants.
A certified copy of the completed and properly signed contracts which you have concluded with the Relevant Market Participants identified in the YeboYethu BEE Contract (which must be approved by YeboYethu).
Off-Market Transfers Process
Should you wish to do an Off-Market Transfer (i.e. a purchase, sale or transfer other than through the Own-Broker Trading Process) please contact the Call Centre for guidance on the BEE Verification process and the Supporting Documents required for purposes of such Off-Market Transfer.
4. Change of details process (Black Groups)
The Black Group must provide the following Supporting Documents:
To change banking details The Change of Details Form must be stamped above by the Black Group's bank verifying its transactional bank account details, alternatively you must provide a bank stamped bank statement not older than 3 months or a letter from the bank (signed and stamped) confirming the Black Group's bank details.
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To change physical address details Provide the original or a certified copy of any one of the following documents reflecting the Black Group's name and physical address and unless otherwise stated, these documents must be less than 3 months old:
utility bill, such as water, electricity or rates; current signed lease or rental agreement reflecting the Black Group as
the tenant; bank statement; municipal rates and taxes invoice; valid television licence document; mortgage bond statement; land-line or cellular telephone account;
official tax return/tax assessment (less than 1 year old); correspondence from a body corporate or shareblock association
reflecting the Black Group as the owner/tenant/occupant; payslip or salary advice; or a letter from a tribal chief where the Black Group is situated. If none of the above are applicable or available in respect of a Black Group, a copy of a letterhead of the Black Group showing its operating address.
To change BEE Status Provide any one of the following documents: 1. BEE Ownership Documents; 2. Provide certified copy of current BEE Ownership Certificate; or 3. An existing BEE Ownership Certificate may be submitted provided that:
It was obtained from a Valid BEE Verification Agency. It is not older than 12 months. It contains the following information as defined in the Codes:
o % voting rights of Black People. o % voting rights of Black women (if known). o % voting rights of Black new entrants (if known). o % economic interest of Black People. o % economic interest of Black women (if known). o % economic interest of Black new entrants (if known).
It may also contain the following information as defined in the Codes: % economic interest of black designated groups. % economic interest of employee ownership schemes, broad-based
ownership schemes and co-operatives.
the net value for all Black People. The Black Group must also submit written confirmation, in the form of a written declaration signed by the relevant signatory/ies, that its ownership structure has not changed after obtaining the existing BEE Ownership Certificate and that the information recorded therein remains true and correct in all material respects.
To change the Authorised Representative details
A certified copy of the Authorised Representative's green bar-coded South African identity document, South African smart identity card or valid passport reflecting the Authorised Representative's South African identity number.
Authorising Resolution (attached as Schedule 1 to the Change of Details Form).
Proof of the Authorised Representative's residential address (refer to section on changing physical address details above for list of relevant documents which apply equally to the Authorised Representative).
4A. Representative capacity in a joint holding or a where a YeboYethu shareholder is under
liquidation or business rescue
If the Change of Details Form will be signed in a representative capacity, you must comply with the following and provide the following additional Supporting Documents:
Joint holding: Where the holding is in more than one name, the signature of the first mentioned YeboYethu shareholder is required.
YeboYethu shareholder under liquidation or business rescue
The Change of Details Form must be signed by the liquidator appointed by the Master of the High Court or business rescue practitioner. If you have not already done so, please provide a certified copy of your Letter of Appointment.
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55
ACCEPTANCE FORM TO CLIENT AGREEMENT (FOR BLACK GROUPS)
You have received this document because you are applying to YeboYethu (RF) Ltd
("YeboYethu") to become eligible to hold, purchase and sell shares in YeboYethu and to
register to use the trading platform made available by Velocity Trade Financial Services
(Pty) Ltd ("Velocity") for this purpose.
As part of the aforementioned BEE verification process and our registration process you
must agree to the Client Agreement.
The Client Agreement is constituted of the following documents –
Client Agreement Terms and Conditions – Schedule 1 to this Acceptance Form
Privacy Policy – Schedule 2 to this Acceptance Form
Risk Disclosure Statement – Schedule 3 to this Acceptance Form
Intermediary Disclosure Statement – Schedule 4 to this Acceptance Form.
These documents are jointly referred to as the Client Agreement.
When you complete and sign this Acceptance Form, you are confirming and agreeing that –
you accept and are bound by all of the terms of the Trading Terms and
Conditions;
you have read and understood all documents of the Client Agreement; and
you accept and are bound by all of the terms of the Client Agreement.
It is important that you read and understand all documents forming part of the Client
Agreement. If you have not received a copy of the any document forming part of the Client
Agreement you can get a copy:
on the YeboYethu website (yeboyethushares.co.za) or the Velocity Transaction
Platform Website (yeboyethushares.tradedesk.co.za);
by contacting our Call Centre on 082 241 0001 or 010 285 0090;
by asking in an e-mail to [email protected]
By signing this Acceptance Form –
you agree that Velocity is allowed to verify (check) your details (including
asking other people and companies) and you will also help Velocity to do
this when we ask for your help;
you confirm that you have read and, understood all documents forming
part of the Client Agreement; and
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you accept and are bound by all of the terms of the Client Agreement.
IMPORTANT: By signing this Acceptance Form you confirm that the details
contained herein are true and correct. Once you have signed this Acceptance Form,
you will not be able to say later that the details that you put in this Acceptance
Form were not true and correct when you gave us this Acceptance Form. We may
also have claims and rights against you because of the details that you put in this
Acceptance Form.
Full Name of Black Group:
Registration Number of Black Group:
Signature of Authorised Representative:
Name of Authorised Representative:
Date:
Place:
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AUTHORISING RESOLUTION FOR BLACK GROUPS
Resolutions of the directors, trustees, partners or members of ______________________
(insert name of Black Group) with registration number: __________________ (insert
registration number) (the "Black Group")
The directors, trustees, members or partners, as the case may be, ("we") have resolved as set out
herein.
We resolve that the Black Group is authorised to enter into the client agreement with Velocity
Trade Financial Services (Pty) Ltd ("Velocity") in terms whereof the Black Group appoints Velocity
to render services to the Black Group in respect of the use by the Black Group of the platform
made available by Velocity ("the Transaction Platform") for the purpose of buying and selling
ordinary shares in YeboYethu (RF) Limited ("YeboYethu"), and the terms and conditions of such
client agreement be and are hereby approved.
We resolve that the Black Group shall be entitled to buy and sell ordinary shares from time to
time in YeboYethu ("YeboYethu Ordinary Shares") and shall be entitled to deal with the
YeboYethu Ordinary Shares held by the Black Group from time to time in any way whatsoever. We
resolve that the Black Group be and is authorised to use the Transaction Platform to take any
other action in respect of the YeboYethu Ordinary Shares, including but not limited to :
complete, sign and implement all forms, documents and agreements for and related to
the registration and verification processes required to be completed prior to conclusion of
the Client Agreement;
the issuing of any instructions to Velocity in respect of the Transaction Platform,
specifically for the purposes of facilitating trading in YeboYethu Ordinary Shares; and
otherwise engaging with, or issuing instructions to Velocity for the purpose of and in
connection with the Client Agreement, the Transaction Platform and the YeboYethu
Ordinary Shares.
We resolve that ______________________________________ (insert name) with ID
number _________________________________ (insert ID number) is hereby appoint as
the "Authorised Representative" of the Black Group. The Authorised Representative be and is
hereby authorised to do all such things and sign all such documents to give effect to the
agreements, actions and transactions contemplated in the resolutions set out above. Without
limiting the generality of the aforegoing, the Authorised Representative be and is hereby
authorised to represent the Black Group in all respects for the purpose of the Client Agreement,
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the Transaction Platform and the YeboYethu Ordinary Shares.
This is done and signed at ________________ on the ___ day of ______________ 20__
________________________ _____________________ _______________
Full name Identity Number Signature
________________________ _____________________ _______________
Full name Identity Number Signature
________________________ _____________________ _______________
Full name Identity Number Signature
________________________ _____________________ _______________
Full name Identity Number Signature
________________________ _____________________ _______________
Full name Identity Number Signature
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Schedule 1
CLIENT AGREEMENT
This Client Agreement is entered into between you and Velocity, duly registered as a
financial services provider under the FAIS Act, and sets out the terms and conditions
which will govern our relationship in respect of the use of the Transaction Platform.
The entering into of this Client Agreement forms part of the Registration Process and
consists of the following documentation —
1 Terms and Conditions
2 Privacy Policy
3 Risk Disclosure Statement
4 Intermediary Disclosure Statement
You must accept and agree to the Privacy Policy, the Risk Disclosure Statement and
Intermediary Statement where indicated on the Transaction Platform Website or by signing the
relevant document itself, as the case may be. You can download and print these documents
from the YeboYethu website (yeboyethushares.co.za) or the Transaction Platform Website
yeboyethushares.tradedesk.co.za or you may call the Call Centre (during Call Centre Hours) on
082 241 0001 or 010 285 0090 and request that copies be sent to you.
1
TERMS AND CONDITIONS
PART 1 – INTRODUCTORY PROVISIONS
INTERPRETATION AND DEFINITIONS
o In this Client Agreement and its Appendices, unless otherwise stated or the
context otherwise indicates, words and phrases that are defined will start with a
capital letter and the following words and phrases bear the following meaning –
"Appendix" means an appendix attached to this Client Agreement;
"Authorised Representative" means the individual appointed and
authorised by the Black Group in accordance with clause to act on
behalf of the Black Group;
"Authorised User" has the meaning given to this term in the FM
Act;
"Authorised Velocity Representative" means a person or juristic
entity authorised, as contemplated by the FAIS Act, to represent us in
providing financial services; subject to the provisions of this Client
Agreement and the applicable law;
"BBBEE Act" means the Broad-Based Black Economic
Empowerment Act, 53 of 2003 and any regulations and codes of good
practice published thereunder (including the Codes);
"BEE" means black economic empowerment as contemplated in the
BBBEE Act, the BEE Codes and BEE ICT Charter;
"BEE Codes" means the Broad-Based Black Economic
Empowerment Codes of Good Practice gazetted under the BBBEE
Act;
''BEE Compliant Persons'' means, during the BEE Listing Period,
any Eligible Person which YeboYethu (or its Nominee, delegate or
agent) has notified as having successfully completed the BEE
Verification, and whose BEE Status has not expired or been
withdrawn in accordance with the YeboYethu Standard Trading
2
Terms and Conditions;
"BEE ICT Charter" means the Information and Communication
Technology Sector Code published in terms of Section 9(1) of the
BBBEE Act;
"BEE Listing Period" means the period commencing on the date
upon which the YeboYethu Ordinary Shares are listed on the BEE
Segment and ending on the date on which the BEE Listing
terminates for any reason;
"BEE Securities" has the meaning given to this term in the JSE
Listings Requirements;
"BEE Segment" means a segment of the JSE's main board where
an issuer may list its BEE Securities and where trading in such BEE
Securities is restricted to BEE Compliant Persons;
"BEE Status" means in relation to a Black Group, the Black
Group’s percentage ownership and percentage economic interest by
Black People (by shareholding, membership, beneficiary interest or other
comparable interest, as the case may be, having regard to the juristic
nature of the relevant Black Group) and the Black Group’s percentage
representation by Black People at board or trustee or other similar
governing body and, in relation to a natural person, whether or not that
person qualifies as a Black Person;
"BEE Verification" the verification of a person by the BEE
Verification Agent, which verification must conclude, inter alia, that –
the person is an Eligible Person; and
such Eligible Person has been notified of the necessary
restrictions, limitations and requirements applicable to such
YeboYethu Ordinary Shares from time to time as set out in
the YeboYethu MOI and the Transaction Agreements, and
has agreed to be bound by the provisions thereof; and
such Eligible Person has accepted the YeboYethu Standard
3
Trading Terms and Conditions and has signed all
documents and contracts required in terms of the Trading
Terms and Conditions;
"BEE Verification Agent" means Velocity;
"BEE Verification Call Centre" means the call centre established
and operated by the BEE Verification Agent for purposes of providing
services related or incidental to the BEE Verification which can be
contacted at the phone number: [●];
"BEE Verification Call Centre Agent" means the person that helps
you when you phone the BEE Verification Call Centre;
"Best Industry Practice" includes, in relation to an obligation,
undertaking, activity or a service, the exercise of the degree of skill,
speed, care, diligence, judgment, prudence and foresight and the use of
practices, controls, systems, technologies and processes, which would be
expected from a skilled, experienced and market leading service provider
that is an expert in performing the same or similar obligation,
undertaking, activity or service and utilising and applying skilled resources
with the requisite level of expertise;
"Black Company" means a BEE-owned Company and a BEE-controlled
Company as defined in the BEE Codes;
"Black Entity" means a vesting trust which qualifies for recognition
under the BEE Codes, a broad-based ownership scheme, a close
corporation, or an unincorporated entity or association, including a
partnership, joint venture, syndicate or stokvel, as may be determined by
Vodacom SA in its sole discretion as an entity or association which may
enable Vodacom SA to claim BEE scorecard points pursuant to the BEE
Codes;
"Black Group" means a Black Company or a Black Entity;
"Black Public" means individually and collectively, Black People and
Black Groups;
4
"Black People" or "Black Person" has the meaning ascribed to it
under Code 000 of the BEE Codes, which current meaning is summarised
as follows for convenience, and should not be construed as an
interpretation of the BEE Codes: Africans, Coloureds, Indians and Chinese
who are natural persons and who are South African citizens by: (i) birth or
descent; or (ii) naturalisation occurring (a) prior to 27 April 1994, being
the commencement date of the Constitution of the Republic of South
Africa of 1993; or (b) after that date but who would have qualified for
naturalisation prior to that date if it were not for the apartheid policies in
place in South Africa, and "Black" shall be construed accordingly;
"Business Day" means any day other than a Saturday, Sunday or
gazetted national public holiday in South Africa;
"Change of Details Form" means –
for a Black Person, the form called the "Change of Details
Form (Black People)" that we require a Black Person to sign in
accordance with clause o; and
for a Black Group, the form called the "Change of Details
Form (Black Groups)" that we require a Black Group to sign in
accordance with clause o;
"Client Agreement" means the agreement constituted by these
Terms and Conditions, the Privacy Policy, the Risk Disclosure Statement
and the Intermediary Disclosure Statement and accepted by you. For the
avoidance of doubt, this Client Agreement constitutes the "Trading Entity
Mandate" as referred to in the YeboYethu Standard Trading Terms and
Conditions;
"Custody Entity" means LIS, acting through its nominee, Pacific
Custodians (Nominees) (RF) Proprietary Limited, registration number
2014/113298/07, a private company incorporated in accordance with the
laws of South Africa and being a wholly-owned subsidiary of LIS;
"Custody Entity Bank Account" means the bank account used by the
Custody Entity to receive payments from you and make payments to you;
5
"Custody Entity Mandate" means the agreement entered into
between you and the Custody Entity in respect of the services rendered
by the Custody Entity to you relating to your YeboYethu Ordinary Shares;
"EC Act" means the Electronic Communications Act, 36 of 2005;
"Eligible Person" means the Black Public;
"Encumbrance", in relation to any property, includes any pledge, security
cession, charge, hypothecation, lien, subordination, mortgage, option
over, right of retention or any other encumbrance whatsoever, or any
form of hedging or similar derivative instrument of any nature
whatsoever of or over or in respect of that property or class of property
(or any part or proceeds thereof), or any lending of that property, and,
the words "Encumber", "Encumbered" and "Encumbering" shall have
corresponding meanings;
"Event of Default" means an event as contemplated under clause
o;
"FAIS Act" means the Financial Advisory and Intermediary Services
Act, 37 of 2002;
"FSB" means the Financial Services Board, established by section
2 of the Financial Services Act, 97 of 1990;
"FM Act" means the Financial Markets Act, 19 of 2012;
"Force Majeure Event" means an event of fire, lightning, explosion,
flood, hurricane, act of God, war, terrorism, civil disorder, epidemics,
plagues, strikes; boycotts, and lock-outs of all kinds and go-slows
(excluding boycotts, strikes, lock-outs and go-slows by or of the affected
Party's own personnel), a telecommunications, network, power or
equipment failure or damage, or power or water shortage, which is
outside of the control of the affected Party or any other event beyond the
control of the affected Party, provided in all cases that the affected Party
has taken all steps and precautions which could reasonably be expected
for it to have taken in order to prevent such act or event occurring and in
6
order to mitigate and minimise the effects of the event and furthermore
that the affected Party is not at fault;
"ICASA" means the Independent Communications Authority of
South Africa, a regulatory body established in terms of section 3 of the
Independent Communications Authority of South Africa Act, 13 of 2000;
"Implementation Date" means [1 October 2008];
"Intellectual Property Rights" means all patents, copyrights, trade
secrets, trademarks, service marks, trade names and all other
intellectual property rights;
"Intermediary Disclosure Statement" means a document
containing important information about your financial services provider
and general information about your rights and the financial services
provider's duties in terms of the FAIS Code of Conduct. It also provides
information about the process to resolve disputes with your financial
services provider;
"Shareholder Number" means the unique number issued to you if
you are a an Eligible Person;
"JSE" means as the context requires, either JSE Limited,
registration number 2005/022939/06, a public company incorporated in
accordance with the laws of South Africa and licensed to operate an
exchange under the FM Act, or the securities exchange operated by that
company;
"JSE Member" means an equities member, which is a category of
Authorised User admitted to membership of the JSE;
"Legal Capacity" means the right and ability to enter into valid
agreements, considering things like age, marriage status, mental status
and financial status;
"Licenses" means any license or other form of regulatory right or
permission issued or granted by or under any Public Authority,
including telecommunications licenses issued pursuant to the EC Act;
7
"LIS" means Link Investor Services South Africa Proprietary
Limited, registration number 2011/001308/07, a private company
incorporated in accordance with the laws of South Africa;
"Lock-In Period" means the period commencing on the Implementation
Date and terminating on the earlier of:
the tenth anniversary of the Implementation Date (both dates
included); or
the date (if ever) upon which the BEE requirements applicable to
Vodacom SA and its subsidiaries have been amended by
legislation (or other applicable law or regulation or practice
having the effect of law, including without limitation the BEE ICT
Charter or similar code or charter once it is promulgated as a
sectoral code in terms of section 9 of the BBBEE Act) having the
effect (in the sole and absolute discretion of the board of
directors of Vodacom Group, after having considered
representations which YeboYethu and the Strategic Partners may
have made in this regard, but without being bound thereby) that
the continued ownership of Vodacom SA Shares by YeboYethu,
the Strategic Partners or a person or entity to whom any of the
aforementioned shareholders wish to transfer their
shareholdings, is no longer required for BEE purposes, and no
longer results in a BEE benefit for Vodacom SA and its subsidiaries
(whether as a result of a once-empowered always-empowered
rule or otherwise),
it being recorded for the avoidance of doubt that this may have the effect that the
Lock-In Period expires in respect of certain (but not necessarily all) of the Vodacom
SA Shares held by YeboYethu and/or the Strategic Partners;
"Loss" means any direct loss and direct damage (including legal
fees on an attorney and own client scale), whatsoever and howsoever
arising;
"Minor" means a Black Person who is younger than 18 years old;
8
"Normal Trading Hours" means official trading times set by the
JSE from time to time;
"Off-Market Transfer" means any sale, purchase or transfer of YeboYethu
Ordinary Shares not reported through an Authorised User;
"Order to Buy" means an offer made by a buyer through the Transaction
Platform to buy YeboYethu Ordinary Shares;
"Order to Sell" means an offer made by a seller through the Transaction
Platform to sell YeboYethu Ordinary Shares;
"Partial Sale" means a sale of some but not all of the YeboYethu Ordinary
Shares in an Order to Buy or Order to Sell;
"Partial Transaction" means a purchase or sale of some but not all
of the YeboYethu Ordinary Shares in an Order to Buy or Order to Sell;
"Parties" means us and you, and "Party" means either one of us,
as applicable;
"Password" means the password you choose for using the
Transaction Platform or, if you are a Black Group, the password that
your Authorised Representative chooses for you;
"Public Authority" means –
the FSB;
ICASA;
any government or governmental, administrative, fiscal or
judicial authority, body, court, department, commission,
tribunal, registry or any state owned, controlled or legislatively
constituted authority which principally performs public,
governmental or regulatory functions and/or which is responsible
for applying national security, foreign investment, exchange
control, telecommunications, merger control or other
competition or antitrust legislation or regulations, in South Africa;
9
and
any minister, department, office, commission, delegate,
instrumentality, agency, board, authority or organisation of any
government or any state-owned enterprise in South Africa;
"Rand" or "R" means the South African rand, the official currency of
South Africa;
"Registration Process" means, with regards to the YeboYethu
Standard Trading Process, the process which you undertake in
accordance with the provisions of this Client Agreement to register to use
the Transaction Platform, and "Register" will have a similar meaning;
"RBH" means Royal Bafokeng Holdings Proprietary Limited,
registration number 2006/006906/07, a private company duly
incorporated in accordance with the laws of South Africa;
"RBH-CO" means Lisinfo 209 Investments (Proprietary) Limited,
registration number 2008/007293/07, a private company duly
incorporated in accordance with the laws of South Africa and, as at
the Implementation Date, a wholly-owned subsidiary of RBH-
TELCO;
"RBH-TELCO" means RBH Telecom Holdings (Proprietary)
Limited, registration number 2006/006958/07, a private company
duly incorporated in according with the laws of South Africa;
"Relationship Agreement" means the agreement entitled
"Relationship Agreement" concluded between Vodacom Group,
Vodacom SA, RBH, RBH-CO, RBH-TELCO, Thebe, Thebe-CO, the
ESOP and YeboYethu on 20 June 2008;
"Risk Disclosure Statement" means the document setting out
general information in respect of the risks associated with utilising our
financial products;
"Securities Transfer Tax" means the securities transfer tax levied
in terms of Securities Transfer Tax Act, 25 of 2007, which is payable by
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the buyer when buying YeboYethu Ordinary Shares. The Custody Entity
deducts the Securities Transfer Tax from your Transaction Platform
Account at the time of a purchase Transaction. Strate settlement
processes facilitates the payment of Securities Transfer Tax for
your purchase to the South African Revenue Service;
"Shareholders Agreement" means the agreement titled "Shareholders
Agreement", dated 24 July 2013, in terms of which the relationship
between the shareholders of Vodacom SA, being RBH-CO, RBH-TELCO,
Vodacom Group and YeboYethu is governed;
"South Africa" means the Republic of South Africa;
"Supporting Documents" in relation to the BEE Verification
process and the Change of Details process, all documents which we
require you to provide. For details on such supporting documents, please
refer to the relevant forms at the YeboYethu website
(yeboyethushares.co.za) or the Transaction Platform Website
(yeboyethushares.tradedesk.co.za) or you may call the Call Centre (during
Call Centre Hours) on 082 241 0001 or 010 285 0090 and request that
copies be sent to you;
"STRATE" means a Central Securities Depository operated by Strate
Proprietary Limited, registration number 1998/022242/07, a private
company incorporated in accordance with the laws of South Africa.;
"Strategic Partners" means collectively RBH-CO and Thebe-CO;
"Subscription Agreement" means the agreement entitled "Subscription
Agreement" executed between Vodacom SA, Vodacom Group and
YeboYethu dated 20 June 2008;
"Terms and Conditions" means these terms and conditions,
together with any Appendices hereto;
"Thebe" means Thebe Investment Corporation (Proprietary) Limited
registration number 1992/001846/07, a private company duly
incorporated in accordance with the laws of South Africa;
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"Thebe-CO" means Main Street 661 (Proprietary) Limited, registration
number 2008/003181/07, a private company duly incorporated in
accordance with the laws of South Africa;
"Trading Entity" means Velocity;
"Trading Terms and Conditions" means the terms and conditions,
restrictions and limitations applicable to each BEE Compliant
Person and acknowledged and accepted by such BEE Compliant
Person during the BEE Verification process, being as the context
may require:
the YeboYethu Standard Trading Terms and Conditions;
the YeboYethu Own-Broker Trading Terms and Conditions;
and
the YeboYethu Off-Market Trading Terms and Conditions;
"Trading Section of the Transaction Platform" means that
section of the Transaction Platform owned and operated by the
Trading Entity for the purposes of processing trading orders in
respect of YeboYethu Ordinary Shares;
"Transaction" means a contract of purchase and sale of
YeboYethu Ordinary Shares and "Transact" and "Transacting"
shall have a corresponding meaning;
"Transaction Agreements" means Shareholders Agreement,
Relationship Agreement and Subscription Agreement;
"Transaction Fee" means the Transaction Fee payable by you to
the Custody Entity in terms of clause o ;
"Transaction Platform" means the platform established by the
Trading Entity and the Custody Entity, through which they shall render
Transaction (order placement) services and custody and settlement
services respectively to Eligible Persons who have elected to participate in
the YeboYethu Standard Trading Process, comprising the online
Transaction Platform Website and the Transaction Platform Call Centre,
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and on which each such Eligible Person shall have a Transaction Platform
Account;
"Transaction Platform Account" means the record the Custody
Entity keeps of money received from you and paid to you or you
activities and transactions on the Transaction Platform;
"Transaction Platform Call Centre" means the call centre
established and operated by the Trading Entity for purposes of the
YeboYethu Standard Trading Process and for the Transaction
Platform which can be contacted at the phone number: [●];
"Transaction Platform Call Centre Agent" means the person that
helps you when you phone the Transaction Platform Call Centre;
"Transaction Platform Call Centre Hours" means the time from 9h00 to
17h00 on a Business Day, or any extended time period that we decide;
"Transaction Platform Services" means the services which will be
provided to you by us in respect of your use of the Transaction Platform
as set out in this Client Agreement;
"Transaction Platform Website" means the online component of
the Transaction Platform which is accessible through the URL: [●];
"VAT" means value added tax levied in terms of the Value-added Tax Act,
89 of 1991;
"Velocity" means Velocity Trade Financial Services Proprietary Limited,
registration number 2010/010415/07, a private company incorporated in
accordance with the laws of South Africa;
"Velocity Group" means each and all of (i) Velocity, (ii) Velocity
Trade Capital Proprietary Limited (iii) Velocity Trade International
Limited and (iv) each of their subsidiaries and associates, including joint
ventures where appropriate, from time to time;
"Vodacom Group" means Vodacom Group Limited, registration
number 1993/005461/06, a public company incorporated in
accordance with the laws of South Africa;
13
"Vodacom SA" means Vodacom Proprietary Limited, registration
number 1993/003367/07, a private company incorporated in
accordance with the laws of South Africa;
"Vodacom SA Shares" shares in the share capital of Vodacom SA;
"YeboYethu" means YeboYethu (RF) Limited, registration number
2008/014734/06, a public company incorporated in accordance with the
laws of South Africa;
"YeboYethu MOI" means the memorandum of incorporation of
YeboYethu;
"YeboYethu Off-Market Trading Process" means the process of
purchasing and/or transferring YeboYethu Ordinary Shares by a BEE
Compliant Person pursuant to an Off-Market Transfer, as contemplated in
the YeboYethu Off-Market Trading Terms and Conditions;
"YeboYethu Off-Market Trading Process Terms And Conditions" means
the document entitled "YeboYethu Off-Market Trading Process:
Verification Requirements, Terms and Conditions" which shall be made
available at yeboyethushares.co.za, which document records the terms,
conditions, restrictions and limitations applicable to BEE Compliant
Persons who elect to hold, buy, sell or otherwise transfer any YeboYethu
Ordinary Shares pursuant to an Off-Market Transfer, and which are
acknowledged and accepted by such BEE Compliant Person during the
BEE Verification process;
"YeboYethu Ordinary Shares" means ordinary shares with a par value of
R0.00001 each in the share capital of YeboYethu, bearing the rights set
out in the YeboYethu MOI;
"YeboYethu Ordinary Shareholders" means registered holders of
YeboYethu Ordinary Shares;
"YeboYethu Own-Broker Trading Process" means the process of
purchasing, holding and/or transferring (including by way of trading)
YeboYethu Ordinary Shares from time to time in accordance with the
14
YeboYethu BEE Contract (and not, for the avoidance of doubt, in
accordance with the YeboYethu Standard Trading Process);
"YeboYethu Own-Broker Trading Terms and Conditions" means the
document entitled "YeboYethu Own-Broker Trading Process: Verification
Requirements, Terms and Conditions" which shall be made available at
yeboyethushares.co.za, which document records the terms, conditions,
restrictions and limitations applicable to each BEE Compliant Person who
elects to purchase, holds and/or transfer any YeboYethu Ordinary Shares
in terms of the YeboYethu Own-Broker Process, and which are
acknowledged and accepted by such BEE Compliant Person during the
BEE Verification process;
"YeboYethu Standard Trading Process" means the process of
purchasing, selling, holding and/or transferring YeboYethu Ordinary
Shares from time to time in terms of which you enter into a contractual
custody arrangement with the Custody Entity (who shall act as registered
shareholder) and this Client Agreement for the purposes of effecting
transfers of your YeboYethu Ordinary Shares through the JSE's trading
processes, as contemplated in the YeboYethu Standard Trading Terms
and Conditions;
"YeboYethu Standard Trading Terms and Conditions" means
the document titled "YeboYethu Standard Trading Process: Verification
Requirements, Terms and Conditions", which records the terms,
conditions, restrictions and limitations applicable to each Eligible Person
who elects to purchase, sell, hold and/or transfer any YeboYethu Ordinary
Shares in terms of the YeboYethu Standard Trading Process, and which
are acknowledged and accepted by such Eligible Person during the BEE
Verification process; and
"Your Bank Account" means the bank account where you will receive the
payments from the Custody Entity.
o Any reference to "we", "us" or "our" shall refer to the Trading Entity.
o Any reference to "you" and "your" shall refer to the Eligible Person who
15
has accepted this Client Agreement.
o The words "written" and "writing" include facsimile communications and
electronic mail and any other means of communication resulting in a
permanent visible reproduction.
o The clause headings of this Client Agreement have been inserted for
convenience only and shall not be taken into consideration in its
interpretation.
o Any references to the singular includes the plural and vice versa and any
reference to natural persons includes legal persons and vice versa and
reference to any gender includes reference to the other gender.
o Any reference in this Client Agreement to a Party shall include a reference
to that Party’s assigns expressly permitted under this Client Agreement and, if
such Party is liquidated or sequestrated, be applicable also to and binding upon
that Party’s liquidator or trustee, as the case may be.
o A reference to a statute or other law includes regulations and other
instruments under it and consolidations, amendments, re-enactments or
replacements of any of them (whether before, or after the date of this Client
Agreement).
o If any provision in a definition is a substantive provision conferring rights or
imposing obligations on any Party, notwithstanding that it is only in the
definition clause, effect shall be given to it as if it were a substantive provision
in the body of this Client Agreement.
o The expiry or termination of this Client Agreement shall not affect such of
the provisions of this Client Agreement as expressly provide that they will
operate after any such expiry or termination or which of necessity must continue
to have effect after such expiry or termination, notwithstanding that the clauses
themselves do not expressly provide for this.
o The words "include", "including" and "in particular" shall be construed as
being by way of example or emphasis only and shall not be construed as,
nor shall they take effect as, limiting the generality of any preceding word/s.
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o Terms other than those defined in these Terms and Conditions will be
given their plain English meaning, and those terms, acronyms, and phrases
generally known in the financial services industry will be interpreted in
accordance with their generally known meanings.
o Words and expressions defined in any sub-clause shall, for the purpose of
the clause of which the sub-clause forms part, bear the meaning assigned
to such words and expressions in that sub-clause.
o If any period is referred to in this Client Agreement by way of reference to a
number of days, the days shall be reckoned exclusively of the first and
inclusively of the last day unless the last day falls on a day which is not a Business
Day, in which case the day shall be the next succeeding Business Day.
o The rule of construction that a contract shall be interpreted against the
Party responsible for the drafting or preparation thereof, shall not apply to
this Client Agreement.
o These Terms and Conditions shall be governed by and construed and
interpreted in accordance with the laws of South Africa.
o A reference to a person includes a reference to the person’s executors,
administrators, successors, substitutes (including persons taking by novation)
and permitted assignees.
PART 2 — OUR APPOINTMENT AND SERVICES
APPOINTMENT
o By entering into this Client Agreement you appoint us to act as the Trading
Entity to place orders to buy and/or sell YeboYethu Ordinary Shares in
accordance with this Client Agreement and to render the Transaction Platform
Services set out herein.
o As your Trading Entity we shall provide the Transaction Platform Services,
which shall include and be limited to –
processing instructions made by you to place, amend or remove
orders to buy and/or sell YeboYethu Ordinary Shares;
17
processing instructions to withdraw funds from your Transaction
Platform Account;
providing you with access to live, delayed and end-of-day market
data in respect of the YeboYethu Ordinary Shares on the Transaction
Platform;
reporting orders that have been filled in the market constituting a
Transaction;
providing you with access to details of your Transaction Platform
Account such as the cash available for Transacting, the YeboYethu
Ordinary Shares available for Transacting, indicative portfolio value,
history of Transactions and other such related information;
such other services specifically set out in this Client Agreement
from time to time; and
such other services specifically agreed to between us from time to
time,
all of which shall be provided via the Transaction Platform.
o You hereby acknowledge and accept that we will appoint one or more
Authorised Velocity Representatives to represent us in the performance of our
obligations under this Client Agreement and delegate all or any of our powers in
terms of this Client Agreement to such Authorised Velocity Representative.
o You hereby acknowledge and accept that the minimum requirements to
access the Trading Section of the Transaction Platform are:
you must have a working cell phone in order to receive OTP's
otherwise we cannot provide you with a service from the Transaction
Platform;
if you are choosing to access the Transaction Platform Website
rather than the Transaction Platform Call Centre, you will need a device
that has the capability to access the internet and browse;
your device needs to permit the following internet browsers: Internet
18
Explorer version IE 10 (even though Internet Explorer 7, 8, 9 and later,
are supported by the Transaction Platform Website, it is recommend that
the latest version of this browser or any browser be used as this gives the
user a better level of security and access to enhanced features such as
auto resizing). If using browsers such a Google Chrome, Safari or Firefox
you acknowledge that some features are not supported; and
a suggested connection is via a standard 3G (256mb) or ADSL
(1mb) connection for maximum efficiency and to ensure minimisation of
latency issues.
o You acknowledge that in rendering the Transaction Platform Services set
out herein we –
will at all times have a non-discretionary mandate; and
do not provide any advice, recommendation, opinion or guidance in
relation to the conclusion of the Client Agreement or Transactions.
o We undertake to render the Transaction Platform Services, maintain and
operate the Transaction Platform and otherwise perform our obligations under
this Client Agreement in accordance with Best Industry Practice.
LEGAL AND REGULATORY REQUIREMENTS
o Notwithstanding any other provision of this Client Agreement, we may take
any action we consider necessary or desirable in our absolute discretion to
ensure compliance with all applicable laws.
o We undertake to comply with all applicable laws including the terms and
conditions of any authorisation granted under the FAIS Act and the FM Act.
o You undertake to comply with all applicable laws.
PART 3 — USING THE TRANSACTION PLATFORM
REGISTRATION ON THE TRANSACTION PLATFORM
You can Register with us and the Custody Entity to use the Transaction Platform only after
you have accepted the YeboYethu Standard Trading Terms and Conditions and all other
19
required documents for BEE Verification in respect of the YeboYethu Standard Trading
Process.
o Black Persons
Step 1: Agree to this Client Agreement and the Custody Entity
Mandate
You must agree to this Client Agreement and the Custody
Entity Mandate.
You can do this –
o through the Transaction Platform by clicking on the
checkbox next to the words "By ticking this box, I
confirm that I have read, understand and agree to the
Terms and Conditions, the Risk Disclosure Statement, the
Intermediary Disclosure Statement and the Privacy Policy
and the Custody Entity Mandate, when you are asked to
do so; or
o through the Transaction Platform Call Centre by
confirming to the Transaction Platform Call Centre Agent
over the phone that you have read, understand and agree
to the Terms and Conditions, the Risk Disclosure
Statement, the Intermediary Disclosure Statement, our
Privacy Policy and the Custody Entity Mandate.
You further accept that all Transaction Platform Services are
governed by the Client Agreement.
Step 2: Check your details.
Your details will be displayed on the Transaction Platform
Website screen or the Transaction Platform Call Centre Agent
will give your details to you over the phone. Check your details
and make sure they are correct.
If your details are wrong or incomplete, you must click on
20
"These details are incorrect!" or inform the Transaction
Platform Call Centre Agent. You will need to complete a Change
of Details Form for changes, corrections or additions to any of
your details.
Step 3: Set up your password
After you have checked your details, you must then choose from
a list of security questions and give us the answer to the one you
chose. You can then set up your Password. Note that you can
only set up the Password on the Transaction Platform Website
and not through the Transaction Platform Call Centre.
There may be rules for Passwords (for example, how long they
must be and the kinds of letters, numbers and symbols you must
use). These will be displayed on the Transaction Platform Website
when you set up your Password.
Make sure that you do not allow anyone to see or get your
Password, to avoid any one else Transacting on the Transaction
Platform under your name, without your permission.
o Black Groups
Step 1: Agree to this Client Agreement and the Custody Entity
Mandate
You must agree to this Client Agreement and the Custody
Entity Mandate. You must do this by completing and submitting
the Verification Form (Black Groups) in accordance with the
YeboYethu Standard Trading Terms and Conditions.
You further accept that all Transaction Platform Services are
governed by the Client Agreement.
Step 2: Check your details
After your Authorised Representative has received
confirmation that the BEE Verification process is complete the
21
Authorised Representative can access the Transaction Platform
Website at yeboyethushares.tradedesk.co.za or the Transaction
Platform Call Centre on 082 241 0001 or 010 285 0090. After
providing the necessary security information your details will be
displayed on the Transaction Platform Website or the Transaction
Platform Call Centre Agent will give your details to you over the
phone.
You must check your details and make sure they are correct
and complete. If your details are wrong or incomplete, the
Authorised Representative must click on "These details are
incorrect!" or inform the Transaction Platform Call Centre Agent.
The Authorised Representative will need to complete a Change of
Details Form for changes, corrections or additions to any of your
details.
Step 3: Set up your Password
After the Authorised Representative confirms your details
are correct, they must then choose from a list of security
questions and give us the answer to the one they choose.
The Authorised Representative can then set up your
Password. The Authorised Representative can only set up
the Password on the Transaction Platform Website and not
through the Transaction Platform Call Centre.
There may be rules for Passwords (for example, how long
they must be and the kinds of letters, numbers and symbols you
must use). These rules will be reflected on the Transaction
Platform Website when the Password is being set up.
Make sure that you and the Authorised Representative do
not allow anyone to see or get your Shareholder Number, the
Authorised Representative's identity number or the Password, to
avoid any one else using the Transaction Platform under your
name, without your permission.
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AUTHORISED REPRESENTATIVES
o Black Groups must have an Authorised Representative
Black Groups must appoint a person to be their Authorised Representative. If you are a
Black Group, an Authorised Representative is the individual you appoint to use the
Transaction Platform for you.
o Your Authorised Representative's instructions
Only the Authorised Representative will be able to access the Trading
Section of the Transaction Platform on behalf of the Black Group, or give
us instructions on behalf of the Black Group.
If the Black Group changes its Authorised Representative, the old
Authorised Representative will not be able to act for the Black Group on
the Trading Section of the Transaction Platform anymore.
You give us permission to carry out instructions given by your
Authorised Representative. We will treat instructions given by your
Authorised Representative as if they are instructions given by you. You
are responsible for what your Authorised Representative does.
JSE MARKET DATA
You acknowledge that it is a requirement of the JSE that we inform the JSE whether you are
enabled to view "Market Information" (as defined in clause o) for YeboYethu Ordinary
Shares listed on the JSE.
MINORS AND PERSONS WITHOUT LEGAL CAPACITY
o Your parent or guardian acts for you
If you are a Minor –
your parent or guardian must use the Transaction Platform for you;
your parent or guardian will be required to Register for you and
complete the Registration Process that we have for Minors;
your parent or guardian must phone the Transaction Platform Call
23
Centre and a Transaction Platform Call Centre Agent will tell your parent
or guardian what information we need and the Registration Process to
follow before they can use the Transaction Platform for you;
only your parent or guardian will be able to access the Trading
Section of the Transaction Platform on your behalf, in particular to give
us instructions on your behalf; and
in this Client Agreement and the Change of Details Form, when we
refer to 'you' or 'your or 'yourself' or 'I', this means both you, the Minor
and also the parent or guardian that uses the Transaction Platform on
your behalf or that signs any Change of Details Form on your behalf, but
this does not apply when the situation requires or suggests that we are
only referring to the Minor and not also to the parent or guardian.
o When you turn 18
When you turn 18 years old, your parent and guardian will no longer be able to use the
Transaction Platform for you. You will need to call the Transaction Platform Call Centre
and follow our instructions before you can start using the Transaction Platform.
o Other Black Persons without Legal Capacity
There may be other terms and conditions that apply to Black Persons who do not have
Legal Capacity (this is the right and ability to enter into valid agreements, considering
factors like age, marriage status, mental status and financial status). For more
information about this, please contact the Transaction Platform Call Centre.
CHANGING, CORRECTING AND COMPLETING DETAILS
o New, incorrect and incomplete details
You must inform us if the details we have for you have changed, or if they are incorrect
or incomplete.
o Change of Details Form
You must properly complete and give us a Change of Details Form
and give us the Supporting Documents that we may ask for. The
24
Supporting Documents we need will depend on the details that you are
changing.
You can get this Change of Details Form and the list of Supporting
Documents that we will need, from the Transaction Platform Website or
you can phone the Transaction Platform Call Centre and we will send it to
you.
After we have received and checked the Change of Details Form
and the Supporting Documents we have asked for, we will send
confirmation by SMS to you or, in the case of a Black Group, to your
Authorised Representative.
o Suspending or stopping use of the Transaction Platform
We will stop or suspend your use of the Transaction Platform at any
time should we be required by YeboYethu or Vodacom SA to do so.
We can stop or suspend your use of the Transaction Platform if we
reasonably think that your details have changed, that your details are
incomplete or incorrect or we are required to by law. If this happens, you
must properly complete and give us the Change of Details Form and
Supporting Documents we ask for.
We can stop or suspend your use of the Transaction Platform if the
BEE Verification Agent, YeboYethu or Vodacom SA notifies us that you
no longer qualify to as an Eligible Person or a BEE Compliant Person. We
can only reinstate your access to the Transaction Platform once the BEE
Verification Agent, YeboYethu or Vodacom SA notifies us that you are an
Eligible Person or a BEE Compliant Person.
We may allow you to continue to use the Transaction Platform and
to Register on the Transaction Platform, after we have received and
checked the Change of Details Form and the required Supporting
Documents. We will send confirmation by SMS to you or, in the case of a
Black Group, to your Authorised Representative. This may take a few
days.
25
USING THE TRANSACTION PLATFORM
o Use of the Transaction Platform
You agree to access and use the Transaction Platform in accordance with, and solely for
the purposes set out in this Client Agreement.
o Unavailability of the Transaction Platform Website
Where, for any reason, you are unable to access and use the
Transaction Platform Website, you may use the Transaction Platform
Call Centre to access the Transaction Platform.
We will, where possible, provide you with timely notice, in writing, of
any unavoidable delay in the performance of the rectification of the
Transaction Platform Website and will advise you of other means of
Transacting, if applicable.
o Acknowledgments and agreements
You –
acknowledge and agree that the Transaction Platform is provided
on an "as is" basis;
acknowledge and agree that there are significant risks associated
with using and relying on the Transaction Platform, including risks
related to the use of software and/or telecommunications systems, such
as software errors and bugs, delays in telecommunications systems,
interrupted service, data supply errors, faults or inaccuracies and security
breaches;
acknowledge and agree that you have no recourse against us, save
in respect of our gross negligence and wilful default or that of the
Licensor, in relation to your use or the availability of the Transaction
Platform; and
acknowledge and agree that, as the Transaction Platform and the
Transaction Platform Services are provided to you by us, you have no
recourse whatsoever against YeboYethu or Vodacom SA in relation to
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your use or availability of the Transaction Platform. The provisions of this
clause o constitute a stipulatio alteri in favour of YeboYethu and
Vodacom SA which may be accepted by any of them at any time without
notice.
o Support and maintenance of Transaction Platform
We will –
inform you of any difficulties that we experience in relation to
use of or access to the Transaction Platform; and
take any action in relation to those difficulties.
o Your obligation to provide information
You –
must maintain, for the duration of this Client Agreement, and for a
period of 3 years thereafter, accounting and computer records that
enable us to determine your compliance with this Client Agreement; and
must permit us to audit your access to and use of the Transaction
Platform (including your records in this regard).
o Restrictions on use of Transaction Platform
You agree that you will not —
access or use the Transaction Platform for any purpose
other than to access the Transaction Platform Services;
use, copy, merge, make derivative works of or transfer
copies of any software;
use or disclose to any third party any information obtained
through or from the Transaction Platform other than for the
purposes expressly set out in this Client Agreement;
allow any access to or use of the Transaction Platform by
any third party, except an Authorised Representative of a Black
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Group;
reverse engineer, disassemble or decompile any software;
copy any manuals related to the Transaction Platform;
remove any statutory copyright notice, or other notice
included in the Transaction Platform or software or on any
medium containing that software;
transmit or receive using the Transaction Platform (or cause
to transmit or receive) any information or material which is
pornographic, obscene, abusive, profane, offensive, misleading,
deceptive, disparaging or defamatory; or
use the Transaction Platform after the expiry, termination or
cancellation of this Client Agreement.
PROVISION OF MARKET INFORMATION
o You acknowledge and agree that the market data (such as delayed, live
and end-of-day pricing) and other purely factual information
(collectively "Market Information") displayed on the Transaction Platform will be
limited to the YeboYethu Ordinary Shares. We are under no obligation to provide
you with any further Market Information in respect of any other securities,
transactions or opportunities.
o You acknowledge and agree that, where the Transaction Platform displays
Market Information –
we do not endorse or approve the Market Information and make it
available to you only as a service and convenience;
we do not guarantee the accuracy, timeliness, completeness or
correct sequencing of the Market Information;
we do not warrant any results from your use or reliance on the
Market Information;
we are not obligated to update any information or opinions
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contained in any Market Information;
we may discontinue offering Market Information at any time;
we will not be liable in any way for the termination, interruption,
delay or inaccuracy of any Market Information; and
you will not redistribute or facilitate the redistribution of Market
Information to any third party.
PART 4 — SECURITY
KEEPING YOUR TRANSACTION PLATFORM ACCOUNT SECURE
o Security information
Your Transaction Platform Account is the record of your activities and
transactions on the Transaction Platform. You can get details of your
Transaction Platform Account through the Transaction Platform Call
Centre or when you log-in to the Transaction Platform Website.
We use different security measures to ensure that only you or your
Authorised Representative (in the case of a Black Group) can use your
Transaction Platform Account. This includes asking you to choose a
security answer and a Password (if you use the Transaction Platform
Website) when you Register to use the Transaction Platform.
When you log-in to the Transaction Platform Website or phone the
Transaction Platform Call Centre to give us instructions, we also send
you a one-time pin that you must enter on the Transaction Platform
Website or give to the Transaction Platform Call Centre Agent. We can
refuse to let you use the Transaction Platform Call Centre if you do not
give us the correct one-time pin that we send you.
Your "Security Information" is made up of your answer to your
security question, your Password, the one-time pin we send you and:
your Shareholder Number and identity number if you are a
Black Person;
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your Shareholder Number and the identity number of your
Authorised Representative if you are a Black Group; or
if you are a Minor, your Shareholder Number, your identity
number and your guardian’s or parent's identity number and
cell phone number.
o Your security answer
When you Register to use the Transaction Platform, you must
choose one of six available security questions to answer.
Each time you use the Transaction Platform Call Centre, after you
have set your security answer, we will ask you for the answer to your
security question. If you do not give us the right security answer, we may
refuse to carry out your instructions.
o Using your Password
You must only use your Password when we ask you on the Transaction Platform
Website. Never tell anybody what your Password is and never give your Password to the
Transaction Platform Call Centre or to a Transaction Platform Call Centre Agent. The
Transaction Platform Call Centre Agent is not permitted to request your Password.
o Using your other Security Information
You will need your Security Information each time you or your Authorised
Representative –
call the Transaction Platform Call Centre, provided that you must never
give your Password to the Transaction Platform Call Centre or to a
Transaction Platform Call Centre Agent; or
use the Transaction Platform Website.
o Keep your Security Information secret
Do not give anyone your Security Information. Keep your Security
Information in a safe place and keep the Security Information a secret, to
avoid your Transaction Platform Account being used without your
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permission.
If you think that someone else has got any of your Security Information or
you think that any of your Security Information has been lost or stolen,
you must immediately call the Transaction Platform Call Centre and ask
them to lock your Transaction Platform Account. You must then follow
the steps explained by the Transaction Platform Call Centre Agent or set
out on the Transaction Platform Website.
o Lost, stolen or changed phone or SIM Card
You must keep your phone and SIM Card safe. If your phone or SIM Card
is changed, given to somebody else or is stolen or lost, then you must
immediately call the Transaction Platform Call Centre and ask them to
lock your Transaction Platform Account.
If you are a Black Group, your Authorised Representative must keep their
phone and SIM card safe. If the phone or SIM card of the Authorised
Representative has changed, is given to somebody else or is stolen or lost,
then the Authorised Representative must immediately call the
Transaction Platform Call Centre and ask them to lock your Transaction
Platform Account.
You must follow the steps explained by the Transaction Platform Call
Centre Agent or set out on the Transaction Platform Website. You must
also complete and send us a Change of Details Form with all the
Supporting Documents we may request.
o How to get a new Password
You can get a new Password by contacting the Transaction Platform Call Centre and
following the instructions that the Transaction Platform Call Centre Agent gives you, or
in the way described on the Transaction Platform Website.
o Our responsibilities
We must check that any person who gives us instructions on your
Transaction Platform Account uses the correct Security Information for
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your Transaction Platform Account, except when you contact us through
the Transaction Platform Call Centre, in which case we will not ask for the
Password.
If these are correct, we may accept instructions from that person.
o Changes to Security Information
If we determine that the security surrounding the Transaction Platform or the security
or confidentiality of your Security Information is or has been breached, we may
terminate, revoke, suspend, modify or change any or all of the Security Information at
any time with or without prior notice.
o Securing your operating environment
You are responsible for ensuring the adequacy of the operating environment and the
security of the environment, both physical and electronic, of your access to and use of
the Transaction Platform, including –
maintaining appropriate security measures to prevent unauthorised
access to, use of or damage to the Transaction Platform and any
information systems accessible through the Transaction Platform; and
complying with all reasonable operational and security procedures
notified by us from time to time and to inform us immediately of any
breach of security.
VIRUSES AND OTHER HARMFUL FEATURES OR CONTENT
We will take reasonable steps to keep the Transaction Platform free of viruses and other
harmful features and content. We do not promise that we will always be able to achieve
this.
RECORDING
You acknowledge and agree that we may –
o record all telephone conversations between us; and
o submit the recording, or a transcript from the recording, as evidence to any court
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or in any proceeding for the purpose of establishing any matters pertinent to this
Client Agreement or any Transaction.
PART 5 — BUYING AND SELLING YEBOYETHU ORDINARY SHARES
WHERE TO BUY AND SELL YEBOYETHU ORDINARY SHARES
You can place Orders to Sell and Orders to Buy during Normal Trading Hours by using either
the Transaction Platform Website or the Transaction Platform Call Centre. You will still be
able to contact the Transaction Platform Call Centre during Transaction Platform Call Centre
Hours that are not Normal Trading Hours, but you will not be able place Orders to Sell or
Orders to Buy if it is not Normal Trading Hours.
HOW TO MAKE AN ORDER TO BUY
o Make sure you have enough money in your Transaction Platform Account
Before you can place an Order to Buy, you must make sure that you have
enough money allocated to your Transaction Platform Account to pay for
–
YeboYethu Ordinary Shares;
the Transaction Fees;
VAT on the Transaction Fees; and
Securities Transfer Tax.
You also cannot place an Order to Buy, or have an open Order to Buy
after a Partial Transaction has settled, if you do not have enough money
allocated to your Transaction Platform Account to pay the purchase
prices and Transaction Fee and taxes for all of your Orders (includes open
Order after a Partial Transaction) to Buy which have not yet resulted in a
Transaction.
If you do not have enough money allocated to your Transaction Platform
Account, you must deposit the money needed to buy the YeboYethu
Ordinary Shares into the Custody Entity Bank Account in accordance with
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the Custody Entity Mandate.
You acknowledge and agree that, if after the market has closed and we
have allocated the minimum Transaction Fee to your Transaction
Platform Account in terms of clause o of this Client Agreement and there
are insufficient funds to settle the remaining portion of your open Order
to Buy, then we are entitled to cancel the remainder of your Order to Buy
so that your Transaction Platform Account cash balance does not become
negative. We will notify you of this cancellation via SMS, email and or
phone.
o Place an Order to Buy
If you have enough money allocated to your Transaction Platform Account, you can
place your Order to Buy through the Transaction Platform Website or Transaction
Platform Call Centre during Normal Trading Hours.
o Limits to the size of your Order to Buy
We may limit the minimum number of YeboYethu Ordinary Shares in an Order to Buy
from time to time.
HOW TO MAKE AN ORDER TO SELL
o Place an Order to Sell
You can place an Order to Sell through the Transaction Platform Website or through the
Transaction Platform Call Centre during Normal Trading Hours.
o Limits to the size of your Order to Sell
We may limit the minimum number of YeboYethu Ordinary Shares in an Order to Sell
from time to time.
SELLERS WHO TRADE YEBOYETHU ORDINARY SHARES IN THE ORDINARY COURSE OF
BUSINESS
Any seller who uses the Transaction Platform to Transact in YeboYethu Ordinary Shares in
the ordinary course of business –
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accepts all responsibility to comply with the law, including the Consumer
Protection Act, 68 of 2008, towards the buyers of such YeboYethu
Ordinary Shares and accepts that we do not share this responsibility;
accepts that you cannot have an open Order to Sell after a Partial
Transaction has settled, if the proceeds from the sale will not fund the
Transaction Fee and taxes applicable to that Transaction;
accepts that If after the market has closed and we have allocated the
minimum Transaction Fee to your Transaction Platform Account in terms
of clause o of this Client Agreement and there are insufficient funds to
pay Transaction Fees and taxes of the remaining portion of your open
Order to Sell, then we are entitled to cancel the remainder of your Order
to Sell so that your Transaction Platform Account cash balance does not
become negative. We will notify you of this cancellation via SMS, email
and or phone;
cannot rely on us to help them comply with the law;
agrees that, as far as the law allows, we may recover from the seller any
loss or damages we may suffer because of any claim from buyers; and
agrees that we may suspend all Transactions made by the seller and
suspend the seller’s use of the Transaction Platform without notice if we
are legally required to do so.
VALIDITY, CHANGES AND CANCELLING ORDERS
o How long Orders to Buy and Orders to Sell stay open
Unless you give a shorter period of time when you place an Order to Buy
or an Order to Sell, all Orders to Buy and Orders to Sell are valid for 10
calendar days from the time that you confirm your Order ("the Validity
Period"). The Validity Period ends at the end of Normal Trading Hours on
the last day of the Validity Period. If the last day of the Validity Period is
not a Business Day, then the Validity Period will end at the end of Normal
Trading Hours on the last Business Day in the Validity Period.
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If you want the Validity Period to be shorter or longer, you must give a
shorter or longer period at the time that you are placing the Order to Buy
or Order to Sell. You cannot make the Validity Period longer than 90
calendar days. When the Validity Period ends, the Order to Buy or Order
to Sell ends.
We will send you a notice through SMS to let you know if your Order to
Buy or Order to Sell has ended. If you are a Black Group, this notice will
be sent by SMS to your Authorised Representative.
o Changing Orders to Buy or Orders to Sell
You cannot change an Order to Buy or an Order to Sell that you have placed. If you are
not happy with an Order to Buy or Order to Sell that you have placed, you must cancel it
before a Transaction occurs.
o Cancelling an Order to Buy or Order to Sell
You must do a cancellation before a Transaction occurs. As long as it is before a
Transaction occurs, you can cancel an Order to Buy or Order to Sell that you have
placed. You can cancel an Order to Buy or an Order to Sell:
on the Transaction Platform Website during Normal Trading Hours; or
by contacting the Transaction Platform Call Centre during Normal Trading
Hours.
IMPLEMENTATION OF TRANSACTIONS
It is recorded that the settlement of a Transaction which occurs pursuant to an Order to
Buy or Order to Sell shall be governed by the Custody Entity Mandate.
DEEMED OFFER IN FAVOUR OF YEBOYETHU AND OBLIGATION TO TRANSFER
YEBOYETHU ORDINARY SHARES PURSUANT THERETO
o In terms of the YeboYethu MOI, a deemed offer ("Deemed Offer Event") to
YeboYethu will arise upon the occurrence of certain specified circumstances or
events. If such a Deemed Offer Event occurs in respect of you, and for so long as it
continues, YeboYethu may (but is not obliged to) give written notice to you and us
36
stating that such Deemed Offer Event has occurred ("Deemed Offer Notice"),
which notice may require you to sell to YeboYethu all of your YeboYethu Ordinary
Shares (the "Offer Shares"). The Deemed Offer Notice will specify the terms and
conditions of such sale as regulated by the provisions of the YeboYethu MOI
(including, without limitation, the relevant purchase price in respect of such sale
and the date upon which such sale shall take effect). You have agreed in terms of
the YeboYethu MOI that in such circumstances, you must sell the Offer Shares to
YeboYethu upon the specified terms and conditions.
o We acknowledge and accept that we shall be bound, to the extent applicable,
upon receipt of a Deemed Offer Notice from YeboYethu to act in accordance with
any instructions therein to give effect to the sale of the Offer Shares to
YeboYethu. In addition, you are obliged, upon receipt of the Deemed Offer Notice
from YeboYethu, to instruct us to effect transfer of the Offer Shares out of the
account in the name of the Custody Entity into an account in the name of
YeboYethu.
o You hereby irrevocably and unconditionally instruct us to act in accordance with
the terms and conditions of the Deemed Offer Notice, and further agree that
notwithstanding any provision to the contrary, we shall, notwithstanding that the
Deemed Offer Notice is issued by YeboYethu, deem the Deemed Offer Notice to
constitute such an instruction by you in accordance with the terms and conditions
set out therein. We hereby acknowledge and agree that such instruction by
YeboYethu in the Deemed Offer Notice shall be deemed to constitute an
instruction by you as contemplated under this clause .
ENCUMBRANCES
o You acknowledge that you may not, at any time during the Lock-In Period,
Encumber your YeboYethu Ordinary Shares or permit your YeboYethu Ordinary
Shares to be Encumbered.
o We may not, at any time during the Lock-In Period, grant, acknowledge, accept or
record, in whatsoever form, any Encumbrance over or in respect of your
YeboYethu Ordinary Shares (or give any instruction with a view to achieving any
of the aforegoing).
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TRANSACTIONS THAT CANNOT HAPPEN ON THE TRANSACTION PLATFORM
Some transfers of YeboYethu Ordinary Shares from a YeboYethu Shareholder to someone
else cannot happen on the Transaction Platform. These include transfers from deceased
estates, transfers as a result of divorce and donations or Transactions that are not reported
through an Authorised User.
TRANSFERRING RIGHTS IN YEBOYETHU ORDINARY SHARES TO OTHERS
When you agree to this Client Agreement, you warrant that —
o you are the beneficial owner of the YeboYethu Ordinary Shares that you sell or try
to sell by means of an Order to Sell;
o nobody else has any rights to or over your YeboYethu Ordinary Shares;
o you are not holding the YeboYethu Ordinary Shares for somebody else; and
o you will not try to sell YeboYethu Ordinary Shares belonging to someone else.
PART 6 — FEES
FEES AND TAXES
o Fees and taxes you must pay
There are fees and taxes for using the Transaction Platform. You will only be charged a
fee once the Transaction has occurred. The fees and taxes which you are liable to pay
are the following:
Transaction Fee
You must pay a Transaction Fee to the Custody Entity. The
Transaction Fee paid covers both our and the Custody Entity's
costs for the Transaction. The Transaction Fee which you must
pay will be the higher of R115 per day (ie R115 per Transactions
for that day) or 0.35% of the value of the Transaction.
The Transaction Fee is deducted from your Transaction Platform
Account each time your Order to Buy or Order to Sell results in a
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Transaction.
These are the only fees for the Transaction, and the Transaction
Fee covers all other costs related to this Transaction (including
Strate settlement fees, the FSB levy, JSE Member transaction fees
and bank costs for payment of settlement proceeds if you have
chosen to be paid out on settlement date after your order results
in a Transaction).
Examples of how Transaction Fees and taxes are calculated can
be seen at Appendix A to this Client Agreement.
o Fees for Partial Transactions
During Normal Trading Hours the Transaction Fee deducted from your
account for each Partial Transaction is 0.35% multiplied by the value of
the Transaction. If the total Transaction Fee deducted from your
Transaction Platform Account during the day for a Partial Transaction is
less than R115then the difference between this total and R115 will be
deducted from your Transaction Account after Normal Trading Hours.
If only part of the Order to Buy or Order to Sell is cancelled or ends, we
still charge the Transaction Fee and taxes on the part of the Order to Buy
and the Order to Sell that results in a Transaction.
If you cancel your remaining open Order after a Partial Transaction on any
following day and there have been no Transactions for this open Order
you will not be charged a fee.
VAT
Both the buyer and the seller must also pay VAT on the Transaction Fee only. VAT is
not payable on Securities Transfer Tax. VAT is currently calculated at 14% of the
Transaction Fee. This percentage is set by government and may change. VAT is
deducted from your Transaction Platform Account at the time the Transaction occurs
either during the day or if the remainder of the minimum Transaction Fee is applied
after the JSE closes in terms of clause o above.
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Securities Transfer Tax
The buyer must also pay an extra tax to the government called Securities Transfer
Tax on the transfer of YeboYethu Ordinary Shares. This is currently calculated at
0,25% of the value of the Transaction. This percentage is set by government and may
change. The Custody Entity deducts the Securities Transfer Tax from your Transaction
Platform Account at the time the Transaction occurs. The Custody Entity pays the
Securities Transfer Tax as part of settlement obligations for Strate settlement
processes which process facilitates your compliance with your obligations to the
South African Revenue Services in this regard. You have no obligations to ensure that
your Securities Transfer Tax is paid on any purchase as this is collectively the
responsibility of the Custody Entity, Strate and the relevant JSE member.
o Fees if Orders to Buy or Orders to Sell are cancelled or end
We do not charge any Transaction Fees if the full Order to Buy or a full Order to Sell is
cancelled before a Transaction occurs or if it expires.
o When the Transaction Fees can increase
We may increase the Transaction Fees at any time. When we do, we will
give notice to you. Transaction Fees will not go up by more than the
average percentage increase of the Consumer Price Index ("CPI") in the 12
months before the fee increase date. We use the CPI (or any replacement
index) published by Statistics South Africa (or any replacement body). If
we increase the fees by more than this, then clause will apply.
Increases to the Transaction Fees do not apply retrospectively to
Transactions. Each time you make a new Order to Buy or Order to Sell, we
will inform you of the Transaction Fees and taxes that apply before you
confirm the Transaction.
o We do not give refunds when a Transaction has happened
We do not give any refunds for Transaction Fees, taxes and costs for Transactions that
have settled.
o Transaction Platform Account Information
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You can access details of your Transactions and activity on your Transaction Platform
Account on the Transaction Platform Website or through the Transaction Platform Call
Centre.
SHARING OF COMMISSIONS, FEES AND CHARGES
o You acknowledge and agree that we may share commissions, fees and charges
with any entity within the Velocity Group or other third parties or receive
remuneration from them in respect of Transactions.
o Details of these commissions, fees, charges, remuneration or sharing
arrangements will be disclosed in accordance with any requirements of any
applicable law.
PART 7 — CHANGES, SUSPENSION AND TERMINATION
CHANGES TO THE THESE TERMS AND CONDITIONS
o We may make changes
We may make changes to this Client Agreement at any time. We will let you know what
the changes are at least 10 Business Days before they apply. We will let you know of the
changes in a shorter time period if –
we are required to do so in terms of any applicable law;
we are required to do so by any Public Authority; or
it is reasonable to give you less than 10 Business Days' notice.
o Agree to the changes before they apply
If we make changes to this Client Agreement, you may choose to either
agree to the changes before they apply or to end your use of the
Transaction Platform.
If you choose to end your use of the Transaction Platform, any Orders to
Buy or Orders to Sell that have not resulted in a Transaction are
automatically cancelled. You must follow the steps in clause in this
regard.
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If you do not agree to the changes to this Client Agreement before the
changes apply, we may suspend your use of the Transaction Platform.
Until you have agreed to the changes to this Client Agreement, each time
you log in to the Transaction Platform Website or contact the Transaction
Platform Call Centre, we will give you a chance to agree to the changes.
o If the changes do not relate to a Transaction
If the changes we make to this Client Agreement do not relate to Transactions, we will
still process Orders to Buy and Orders to Sell that you made before we made the
changes. But we will not do this if the law or the Public Authority does not allow it.
o If the changes relate to Transactions
If the changes we make to this Client Agreement relate to Transactions or the law
requires it, all existing Orders to Buy and Orders to Sell will be temporarily suspended
until you agree to the changes. You will also not be able to place any new Orders to Buy
or Orders to Sell until you agree to the changes. This will apply from the date that the
changes come into place.
SUSPENDING THE TRANSACTION PLATFORM
o Suspension because of a dispute or illegal activity
We may temporarily suspend part or all of your use of the Transaction Platform, any
Transactions, your Transaction Platform Account, and processing of Orders to Buy or
Orders to Sell in any one or more of these circumstances —
if we are required by YeboYethu and/or Vodacom SA at any time to do so
(in which case we will be obliged to do so);
if we reasonably believe that your Transaction Platform Account is being
used for illegal purposes, including money laundering or fraud;
if there is a disagreement between who owns or has authority to Transact
the YeboYethu Ordinary Shares or access the Transaction Platform; or
if you are a Black Group, if there is disagreement about whether the
42
Authorised Representative is still authorised to represent you.
o Notice before we suspend because of a dispute or illegal activity
We will send you notice that we will suspend your use of the Transaction Platform and,
as far as the law allows, give you 10 Business Days to prove whichever of the following
apply —
you are the owner of the YeboYethu Ordinary Shares;
you are not using the Transaction Platform for illegal purposes; or
the Authorised Representative is still authorised to represent you, or that
a new Authorised Representative has been appointed.
o Permanent suspension because of a dispute or illegal activity
If you do not prove the facts above within 10 Business Days, we will suspend your use of
the Transaction Platform until you give us the proof we need.
o Suspension because of expiry of BEE Status
If, the BEE Verification Agent issues written notice to us that you are not a BEE
Compliant Person or that the BEE Verification Agent is unable to verify that you are a
BEE Compliant Person or that your BEE Status has been withdrawn or expired such that
you are no longer an Eligible Person, you or your Authorised Representative will not be
able to log onto the Transaction Platform Website or give instructions through the
Transaction Platform Call Centre. You or your Authorised Representative will also not be
able to use the Transaction Platform to buy YeboYethu Ordinary Shares and all your
Orders to Buy and Orders to Sell will be suspended. This suspension will endure until we
receive written confirmation from the BEE Verification Agent that you are again a BEE
Compliant Person.
o Other reasons for suspension
We may temporarily suspend part or all of your use of the Transaction Platform
Website, Transaction Platform Call Centre, the Transaction Platform, any Transactions,
your Transaction Platform Account, and the processing of Orders to Buy or Orders to Sell
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if –
we need to do maintenance on the Transaction Platform;
as a result of JSE or Strate service outages where the impact of this
suspension on open Orders is governed by the FM Act, the JSE Rules and
Directives, Strate Rules, this Client Agreement and/or the Custody Entity
Mandate;
trading is suspended by YeboYethu, Vodacom SA, the JSE or Strate or the
Transaction Platform is required to be suspended by any of them. Note
that in the instance of the Transaction Platform not being available, all
cash withdrawals can be made via one of the Contact Details options at
Appendix 1 of this Client Agreement;
we become aware of any actual, threatened or suspected fraud or any
actual, threatened or suspected unauthorised use of the Transaction
Platform;
we have reasonable grounds to believe that the Transaction Platform is
being used negligently, illegally, fraudulently, for money laundering, or in
a way that we have not given permission for;
we have reasonable grounds to believe that the security of the
Transaction Platform may be in danger;
you do not comply with your duties and even after we have given you 10
Business Days’ notice to do so or to fix it (or a shorter period where this is
reasonable);
you do not comply with your duties and it is reasonable not to first give
you notice to do so or to fix it;
we reasonably believe that any of your Security Information has been lost
or stolen or disclosed to an unauthorised person;
we become aware that any information you have given or that has been
given for you is false, inaccurate, invalid, incomplete or misleading;
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we must do this to comply with the law;
a court or any Public Authority tells us to do this; or
where another part of this Client Agreement allows us to do this
suspension.
The suspension will continue for so long as we reasonably believe is appropriate. We will
send you a notice by SMS if we suspend your Transaction Platform Account for these
reasons only if it is reasonably practical to do so.
TERMINATION
o Event of Default
An Event of Default occurs if –
you fail to perform or comply with any of your obligations under this
Client Agreement or any Transaction after we have given you 10 Business
Days’ notice to do so;
you are in breach of any law;
you have breached the Custody Entity Mandate, the Transaction
Agreements or the YeboYethu Standard Trading Terms and Conditions
and have failed to remedy such breach in accordance with the provisions
of such document;
you are a Black Person and you die or become of unsound mind;
you are unable to pay your debts;
you compromise or attempt to defer payment of debts owing to your
creditors generally;
you are a Black Group and your members propose or pass a resolution for
you to be placed into business rescue, liquidation or winding-up;
you have an order granted against or in respect of you, in terms of which
you are provisionally or finally wound up, liquidated, dissolved or placed
45
under business rescue.
o Termination
We shall be entitled to terminate the Client Agreement –
immediately, on written notice to you, at any time, if:
o an Event of Default occurs; or
o if we are required by YeboYethu and/or Vodacom SA at
any time to do so (in which case we will be obliged to do
so); or
on 60 calendar days’ written notice to you, at any time.
You shall be entitled to terminate the Client Agreement, at any time, on
written notice to us.
Should this Client Agreement be terminated, you will automatically cease
to be a BEE Compliant Person for the purposes of the YeboYethu Standard
Trading Process, and you will no longer be entitled to purchase or sell any
additional YeboYethu Ordinary Shares through the YeboYethu Standard
Trading Process.
If we –
cease to be a licensed financial services provider in terms of the
FAIS Act; or
are liquidated or placed under business rescue, whether
provisionally or finally,
we shall notify you immediately and take reasonable steps to ensure any outstanding
business is completed promptly or transferred to another provider.
Subject to specific written instructions from you, we shall not provide any
further Transaction Platform Services after notice of termination has been
received or given.
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PART 8 — LIMITATION OF LIABILITY AND INDEMNITY
FORCE MAJEURE
o We will not be in default of this Client Agreement if such default is a result of a
Force Majeure Event.
o We will use reasonable endeavours to notify you as soon as reasonably practical
of the occurrence of a Force Majeure Event.
o We are not liable to you for any failure or delay in giving this notice; provided that
we have acted in accordance with Best Industry Practice in attempting to do so.
o If a Force Majeure Event arises we may take whatever steps we deem to be
appropriate in the circumstances.
INDEMNITY BY YOU
o You agree to indemnify us and each entity within the Velocity Group ("the
Indemnified Party") and to hold each Indemnified Party harmless from any Loss
sustained or incurred by an Indemnified Party arising out of or in connection with
–
any breach of representation or warranty made by you under or in
connection with this Client Agreement; or
any failure by you to comply with or perform any of your obligations
under or in connection with this Client Agreement or a Transaction; or
any action or omission as a result any failure by you to comply with or
perform any of your obligations under clause o of this Client Agreement;
any third party claim (other than YeboYethu, Vodacom SA, the Custody
Entity or the JSE) related to your access or use or attempted access or use
to or of the Transaction Platform or relating to your Trading decisions
arising out of such access or use; or
any insufficiency whatsoever with respect to the environment from which
you access or use the Transaction Platform and/or with respect to your
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security measures to prevent unauthorised access to or use of the
Transaction Platform; or
any error, corruption or delay in any order or other instruction (whether
oral, written or electronic) communicated by you and which is not caused
by or attributable to an Indemnified Party.
o Despite clause o, you will not be obliged to indemnify us against any Loss
sustained or incurred directly as a result of our negligence (including gross
negligence) or wilful default or a breach by us of any contract or applicable law.
INDEMNITY BY US
o Subject to the provisions of clause , we hereby agree to indemnify you and to
hold you harmless from any Loss sustained or incurred by you arising out of or in
connection with —
any breach of representation or warranty made by us under or in
connection with this Client Agreement; or
any failure by us to comply with or perform any of our obligations under
or in connection with this Client Agreement or a Transaction; or
any error, corruption or delay in any order (whether oral, written or
electronic) which is caused by or attributable to us.
o Despite clause o, we will not be obliged to indemnify you against any Loss
sustained or incurred directly as a result of
your own negligence (including gross negligence) or wilful default or a
breach by you of any contract or applicable law; or
an act or omission by Vodacom SA, YeboYethu and/or the Custody Entity
which results in us having breached this Client Agreement.
EXCLUSION OF LIABILITY
o Save in the case of our negligence (including gross negligence) or wilful default or
a breach by us of any contract or applicable law, we are not liable to you for any
48
loss, liability, damage, expense, costs or claim suffered or incurred by you arising
out of or in connection with this Client Agreement or any Transaction as a result
of —
an act or omission by Vodacom SA, YeboYethu and/or the Custody Entity
which results in us having breached this Client Agreement.
any error, corruption or delay in any order, instruction or other
communication (whether oral, written or electronic) by you and which is
not caused by or attributable to us; or
the reliance of you on a rate or a price which you knew, or ought
reasonably to have known, to be materially incorrect; or
the occurrence and continuance of any Force Majeure Event; or
any failure of a telecommunications link or network by which you may
seek access to or use of a Transaction Platform; or
any viruses and other harmful features or content in your
communications and dealings with us; or
any interception of your communications and dealings with us, or on the
Transaction Platform.
LIMITATION OF LIABILITY
If we are liable to you for any loss, liability, damage, expense, costs or claim suffered or
incurred by you, our liability will be limited to the actual Loss that you can prove we have
caused you.
INSURANCE
We will, to the extent, and if required in terms of the FAIS Act, arrange and maintain
insurance cover in respect of any liability which may be incurred by us in connection with
the Client Agreement. We will, on request from you, furnish you with written confirmation
of the amount of such insurance cover.
PART 9 – GENERAL
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INTELLECTUAL PROPERTY RIGHTS
o You acknowledge and agree that —
all Intellectual Property Rights in respect of or derived from the
Transaction Platform are and remain the sole and exclusive property of us
and/or any licensors of any software used in respect of the Transaction
Platform ("Licensors"); and
you have no Intellectual Property Rights in respect of or derived from and
will not acquire any Intellectual Property Rights in relation to the
Transaction Platform and/or any derivative or adaptation thereof.
o You will use all reasonable efforts —
to protect our Intellectual Property Rights in the Transaction Platform;
and
to comply with our request, acting reasonably, to protect our Intellectual
Property Rights.
o If you become aware of any access to or use of the Transaction Platform by a
third party that is unauthorised or which constitutes an infringement or
interference with our Intellectual Property Rights, you must promptly notify us
and co-operate with us and/or any Licensor in any legal action which we and/or
any Licensor may undertake to protect the Intellectual Property Rights.
ASSIGNMENT
o We will, with the prior written consent of YeboYethu, be entitled to cede, assign
or delegate any of our rights and/or obligations in terms of or arising from this
Client Agreement to any third party, without your consent.
o You will not be entitled to cede, assign or delegate any of your rights and/or
obligations in terms of or arising from this Client Agreement to any third party,
without our consent.
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CONTACT DETAILS AND NOTICES
o Notices and messages we send to you
We may choose to send you notices either by SMS, e-mail or post.
There are various notices that we may send you by SMS. These include
notices with messages about —
when you Register to use the Transaction Platform;
your one-time pin;
confirming Orders to Buy, Orders to Sell and Transactions;
confirming allocations and payments to and from your
Transaction Platform Account;
confirmation of Transactions that are referred to YeboYethu or
are accepted or rejected by YeboYethu;
where we end or suspend the Transaction Platform or your use of
the Transaction Platform; and
changes to this Client Agreement or to the Transaction Fees
which we may charge.
You can ask to receive these notices by e-mail when you Register to use
the Transaction Platform. If you do not select this option when you
Register, you can ask for this option at any time after that, through the
Transaction Platform Call Centre.
o Notices and messages to Authorised Representatives and Minors
If you are a Black Group, the notices that we send you by SMS will be sent
to the cell number of your Authorised Representative. Whenever we refer
to sending you an SMS, we are referring to an SMS that we send to your
Authorised Representative (if you are a Black Group). A notice that we
send to your Authorised Representative will be treated as if you received
it.
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If you are a Minor, the notices that we send you by SMS will be sent to
the cell number of your parent or guardian. Whenever we refer to
sending you an SMS, we are referring to an SMS that we send to your
parent or guardian (if you are a Minor). A notice that we send to your
parent or guardian will be treated as if you also received it.
o Deemed receipt
When we treat a notice as if you have received it by a certain date and time, it means
we do not have to prove that you did receive it on that date or at that time. If you claim
that you did not receive the notice by that date and time you will have to prove it, as far
as the law allows. As far as the law allows, we will treat it as if you have received a
notice —
on the date of delivery, if delivered by hand to your physical address;
10 calendar days after posting, if sent by ordinary mail to your postal
address;
on the date and time of sending, if sent to your fax number during
Normal Trading Hours;
the next Business Day at the start of Normal Trading Hours, if sent to your
fax number outside of Normal Trading Hours;
on the date and time of sending, if sent to your email address during
Normal Trading Hours;
the next Business Day at the start of Normal Trading Hours, if sent to your
email address outside of Normal Trading Hours; and
on the date and time of sending, if an SMS notice is sent to your cell
phone number.
o Notice actually received
If you actually receive a notice, it will be valid delivery even if we did not send it to any
of your chosen addresses.
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o Address where we agree to accept legal documents
Legal documents include letters of demand, summonses, warrants to attach your
property and other legal notices. We agree to accept legal documents under this Client
Agreement at the physical address set out in Appendix 1. This physical address is known
in law as our domicilium citandi et executandi.
o Change of our address
If we want to change the address where we agree to accept legal documents, we will tell
you in writing by SMS or email or post. We will give you the new address where we
agree to accept legal documents. Any new address must be a physical address in South
Africa.
o Address where you agree to accept legal documents
If you are a Black Person, you agree to accept any legal documents under
this Client Agreement at the addresses you gave to YeboYethu or the BEE
Verification Agent when you applied to become a BEE Compliant Person.
(This address is known in law as your domicilium citandi et executandi.)
But if you have changed your addresses by giving us a Change of Details
Form, you agree to accept any legal documents at the address in the most
recent Change of Details Form that you have given us.
If you are a Black Group, you agree to accept any legal documents under
this Client Agreement at the addresses you give to us in the Verification
Form (Black Groups) that you complete. (This address is known in law as
your domicilium citandi et executandi.) But if you have changed your
addresses by giving us a Change of Details Form and the required
Supporting Documents, you agree to accept any legal documents under
this Client Agreement at the address in the most recent Change of Details
Form that you have given us.
o Change to your address
If you want to change the addresses where you agree to accept legal documents, you
must tell us in writing by completing and giving us a Change of Details Form and
required Supporting Documents with the new address. Any new address must be a
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physical address in South Africa.
o Transaction Platform Call Centre and Transaction Platform Website details
Transaction Platform Call Centre details: 082 241 0001 and 010 285 0090;
Transaction Platform Website address: yebuyethushares.tradedesk.co.za
GENERAL
o Each of the provisions of this Client Agreement is separate and severable and
enforceable accordingly. If any such term or condition is or becomes
unenforceable for any reason whatsoever, that term or condition is severable
from and shall not affect the validity of any other term or condition contained in
this Client Agreement.
o The expiration, cancellation or other termination of this Client Agreement shall
not affect those provisions of this Client Agreement which expressly provide that
they will operate after such expiration, cancellation or other termination or which
of necessity must continue to endure after such expiration, cancellation or other
termination, notwithstanding that the relevant clause may not expressly provide
for such continuation.
o No indulgence, leniency or extension of time which any Party may give or allow to
the other Party in respect of the performance of any obligation hereunder or
under a Transaction, shall in any way prejudice the Party giving or allowing the
indulgence, leniency or extension or preclude such Party from exercising any of its
rights an enforcing the obligations of the other Party in terms of this Client
Agreement and the Transaction. A provision of, or a right created under, this
Client Agreement or any Transaction may not be waived except in writing
executed by the Party granting the waiver.
o The Client Agreement constitutes the entire agreement between the Parties as to
the subject matter hereof and save as may be expressly set out herein, no
agreements, representations or warranties between the Parties regarding the
subject matter hereof other than those set out herein are binding on the Parties.
o Any provision of this Client Agreement which affords any right, power or
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entitlement in favour of YeboYethu and/or Vodacom SA will constitute a
stipulation for the benefit of a third person (stipulatio alteri) which, if accepted by
the person, would bind any Party in favour of that person. Such stipulations may
be accepted by them at any time without notice.
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APPENDIX 1
CONTACT DETAILS
Phone:
082 241 0001 or 010 285 0090
Physical address:
1st Floor, 200 Main Road, Claremont, Cape Town, 7708
Postal address:
Velocity Trade Financial Services (Pty) Limited: PO Box
23463, Claremont, Cape Town, 7735
Fax:
If you fax the documents to us, you must include a cover
page that sets out:
your name, address and telephone number;
the date;
the number of pages, including the cover page; and
the name and telephone number of the person we
can contact if we have a problem reading the fax
Email :
If you email us, you must include a cover note in the email
that sets out:
your name, address and telephone number; and
the date.
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APPENDIX 2
EXAMPLES OF TRANSACTION FEES
Example 1- When the Order to Buy and Order to sell is Transacted in full over one day and the
Transaction Fee is more than R150.
If Sipho buys 500 YeboYethu Ordinary Shares from Neo for R50 per share, the total price is
R25 000
The costs for Sipho (buyer) are the following:
Cost How it is worked out Total
Value of Transaction 1 000 YeboYethu Ordinary Shares x R50
per YeboYethu Ordinary Share
R50 000
Transaction Fee The higher of R115 and 0.35% of R25 000 R175.00
VAT on Transaction Fee 14% of R175.00 R24.50
Securities Transfer Tax 0.25% of R50 000 R125.00
Total Transaction Costs R50 324.50
The costs for Neo (the seller) are the following:
Cost How it is worked out Total
Transaction Fee The higher of R115 and 0.35% of R50 000 R175.00
VAT on Transaction Fee 14% of R175.00 R24.50
Total Transaction Costs R199.50
Example 2
If the Order to Buy the YeboYethu Ordinary Shares took more than a day to complete; for
example more than 2 days to complete and each day there was a settlement then a scenario of
the fees for the first two days is below for Sipho.
The costs for Sipho (buyer) are the following:
Cost How it is worked out Total
Day 1: Value of Order 500 YeboYethu Ordinary Shares x R50
per YeboYethu Ordinary Share
R25 000
Day 1: Value of
Partial Transaction
40 YeboYethu Ordinary Shares x R50
per YeboYethu Ordinary Share
R2 000
Day 1: Transaction Fee: The higher of R115 and 0.35% of R2 000 R115
Day 1: VAT on Transaction
Fee
14% of R115 R16.10
2
Day 1: Securities Transfer
Tax
0.25% of R2 000 R5
Day 1: Total Transaction
Costs
R2 136.10
Day 2: Value of remaining
order
460 YeboYethu Ordinary Shares x R50
per YeboYethu Ordinary Share
R23 000
Day 2: Value of
Partial Transaction
40 YeboYethu Ordinary Shares x R50
per YeboYethu Ordinary Share
R2 000
Day 2: Transaction Fee: The higher of R115 and 0.35% of R2 000 R115
Day 2: VAT on Transaction
Fee
14% of R115 R16.10
Day 2: Securities Transfer
Tax
0.25% of R2 000 R5
Day 2: Total Transaction
Costs
R2 136.10
** 0.35% of R2000 is R7. The higher of R7 and R115 is R115. Therefore, the
Transaction Fee is R115.
Example 3— When the Order to Buy and Order to Sell is matched in full and the minimum
transaction fee applies (R115)
If Sipho buys 50 YeboYethu Ordinary Shares for R50 per share, the total price is R2500. The cost
for Sipho (buyer) are the following:
Cost How it is worked out Total
Value of Transaction 50 YeboYethu Ordinary Shares x R50
per YeboYethu Ordinary Share
R2 500
Transaction Fee The higher of R115 and 0.35% of R2000 R115
VAT on Transaction Fee 14% of R115 R16.10
Securities Transfer Tax 0.25% of R2 500 R6.25
Total Transaction Costs R2 637.35
The costs for Neo (seller) are the following:
Cost How it is worked out Total
Transaction Fee The higher of R115 and 0.35% of R2 000 R115
VAT on Transaction Fee 14% of R115 R16.10
Total Transaction Cost R131.10
** 0.35% of R2500 is R8.75. The higher of R8.75 and R115 is R115. Therefore, the
Transaction Fee is R115.
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Schedule 2
PRIVACY POLICY
1 INTRODUCTION
1.1 This Privacy Policy forms part of the Client Agreement which governs the relationship
between us in respect of your use of the trading platform made available by us for the
purpose of buying and selling shares in BEE Securities.
1.2 This Privacy Policy sets forth our policy with respect to the information, including
personally identifiable information (“Personal Information”), which is collected from
you.
1.3 The words and phrases defined in the Terms and Conditions, that also forms part of
the Client Agreement, shall bear the same meaning herein.
1.4 Any reference to “Velocity”, “us”, “we” or “our” refers to Velocity Trade Financial
Services (Pty) Ltd as more fully defined in the Client Agreement.
1.5 We are deemed to be a responsible party in terms of the Protection of Personal
Information Act 4 of 2013, as amended, consolidated or re-enacted from time to time,
including all schedules and regulations thereof (“POPI Act”) and we are bound to
comply with the provisions of the POPI Act.
2 WHAT IS PERSONAL INFORMATION
“Personal Information” is information about you and, in the case of a Black Group, your
directors, trustees, members, shareholders and beneficiaries. Personal Information includes,
but is not limited to information relating to your –
2.1 identity, name, birth date and gender;
2.2 black economic empowerment status;
2
2.3 identity number or registration number;
2.4 bank account details;
2.5 financial affairs and business affairs;
2.6 dealings in BEE Securities;
2.7 physical address, postal address, email address, phone number and other contact
details;
2.8 country of citizenship;
2.9 children;
2.10 dependents and family members;
2.11 answers to security questions; and
2.12 the way you or your Authorised Representative makes use of the Transaction
Platform.
3 HOW WE COLLECT INFORMATION
3.1 Personal Information
You and your Authorised Representative may give Personal Information to us or we may
receive it from other sources. We may receive Personal Information in many ways, these
include the information we get when you –
3.1.1 complete the Application Process and the BEE Verification Process;
3.1.2 submit a Change of Details Form;
3.1.3 give us Supporting Documents; and
3.1.4 use the Transaction Platform Website; and
3.1.5 contact the Transaction Platform Call Centre.
3.2 Non-Personal Information
3
When you interact with the Transaction Platform Website, we automatically collect
certain personally non-identifiable information ("Non-Personal Information"). The
Non-Personal Information we collect includes without limitation, your Internet Protocol
(“IP”) address, domain name of your internet service provider, your approximate
geographic location, a record of the Transaction Platform Website pages that you visit,
the time of your visits and aggregated Personal Information that cannot be used to
specifically identify you. Such information, which is collected passively using various
technologies is strictly for statistical purposes and to determine the visitor traffic
patterns through the Transaction Platform Website and cannot, in and of itself, be used
to specifically identify you.
4 TELEPHONE CALLS
You agree that we may record all telephone calls to and from the Transaction Platform Call
Centre. You also give us permission to use telephone recordings on the same basis that the
Personal Information is used in accordance with this Privacy Policy.
5 DISCLOSURE AND USE OF INFORMATION
5.1 As far as the law allows, you agree and give us permission to –
5.1.1 check Personal Information against the records of other people or companies;
5.1.2 collect, get, receive, record, organise, collate, store, update, change, retrieve,
read, process, use and share all of the Personal Information and telephone
recording, for all purposes relating to the Transaction Platform and the Client
Agreement;
5.1.3 share the Personal Information and telephone recordings with other people
when performing any activities related to the Transaction Platform;
5.1.4 transfer or store, or both transfer and store, Personal Information and telephone
recordings outside South Africa while we are performing the activities related to
the Transaction Platform to enable the use of your Personal Information and the
telephone recordings in accordance with this Privacy Policy;
4
5.1.5 do any of the activities above outside of South Africa with Personal Information
and telephone recordings, provided that such activities shall comply with this
Privacy Policy;
5.1.6 appoint and allow people who provide goods or services to us to perform any of
the activities referred to in this Privacy Policy;
5.1.7 allow the BEE Issuer and their advisers to perform any of the activities referred
to in this Privacy Policy for purposes related to the Transaction Platform;
5.1.8 share Personal Information and telephone recordings with another person or
entity that enters into a Transaction with you, where the Personal Information
and telephone recordings relates to the Transaction;
5.1.9 share Personal Information and telephone recordings with the FSB or another
regulator which Velocity or you are subject to;
5.1.10 use Personal Information and the telephone recordings in all other ways that the
law allows; and
5.1.11 destroy your Personal Information, at our own discretion, upon termination of
the Client Agreement.
5.2 There are certain circumstances in which we may disclose, transfer or share your
Personal Information with certain third parties without your consent. They are set out
below.
5.2.1 Business Transfers
In the event of a corporate sale, merger, reorganization, dissolution or similar
event, the assets transferred in terms such sale, merger, reorganization,
dissolution or similar event may include your Personal Information. We may also
share your Personal Information with our subsidiaries and/or affiliates for
purposes consistent with this Privacy Policy and law regulating the use of Personal
Information. Our subsidiaries and affiliates will be bound to maintain that Personal
Information in accordance with this Privacy Policy.
5.2.2 Agents, Consultants and Related Third Parties
5
We sometimes engage other companies to perform certain administrative and/or
business-related functions which, inter alia, include maintaining the database and
communications network. When we engage another company to perform such
functions, we may provide them with information, including your Personal
Information, in connection with their performance of such functions.
5.2.3 Legal Requirements
We may disclose your Personal Information if required to do so by law or in the
good faith belief that such action is necessary (i) to comply with a legal obligation,
(ii) to protect and defend the rights or property of Velocity, or (iii) to protect
Velocity against legal liability.
5.2.4 Non-Personal Information
As Non-Personal Information cannot be used to personally identify you, we may
disclose, transfer or share Non-Personal Information for any lawful purpose.
6 CORRECTION OF PERSONAL INFORMATION
You may ask us at any time to correct or confirm any Personal Information if it is wrong or out
of date. Please phone the Transaction Platform Call Centre if you need help with this.
7 SECURITY MEASURES
7.1 We undertake to ensure that the integrity of your Personal Information provided to us
and under our control or in our possession and that such Personal Information is
secured in line with this Privacy Policy.
7.2 We have taken appropriate, reasonable technical and organisational measures to
prevent –
7.2.1 the loss of, damage to or unauthorised destruction of Personal Information; and
7.2.2 the unlawful access to or processing of Personal Information.
7.3 In the event that we, on reasonable grounds, believe that your Personal Information
has been accessed or acquired by any unauthorised person, we, or any third party
processing Personal Information under our authority, will notify you in writing,
6
provided that we can identify you as the holder of the Personal Information that has
been compromised can be established.
8 CONFIRMATION OF AUTHORITY
8.1 You promise that you have the authority to accept this Privacy Policy on behalf of your
contact person and, in the case of a Black Group, your Authorised Representatives,
members, shareholders, trustees, beneficiaries and directors of the Black Group.
8.2 As far as the law allows, if your Authorised Representative, contact person or a
member, shareholders, trustees, beneficiaries and directors of the Black Group claims
for loss or damages because you did not have authority, we may recover any loss or
damages we suffer because of these claims from you.
8.3 This means that you cannot take action against us for using your Personal Information
in the way that you have given us permission, even if you or others suffer loss or
damages.
8.4 You will also be responsible for any loss or damage we suffer because you did not have
the authority and where we relied on your promise that you had authority. For
example, if your Authorised Representative, or members, beneficiaries, trustees,
directors or shareholders of the Black Group take action against us for using or
disclosing their Personal Information in accordance with this Privacy Policy.
9 LIMITATION OF LIABILITY
9.1 As far as the law allows, we are not responsible (liable) if anyone shares or uses your
Personal Information or the telephone recordings without our permission or the
correct permission.
9.2 As far as the law allows, if your Authorised Representative, or a member of the Black
Group claims for loss or damages because anyone shares or uses Personal Information
or telephone recordings without our permission or the correct permission, we may
recover any loss or damages we suffer because of these claims from you.
7
9.3 It can be dangerous to share Personal Information and to allow the use of Personal
information. You agree to share Personal Information with us and accept the risks
involved in this.
9.4 For example, someone may be able to steal your identity, give your Personal
Information to other people, or use your information in a way that could cause loss or
damages.
9.5 We are not liable when these things happen or when Personal Information is used by
someone without permission.
9.6 We may also have claims against you and you might have to pay us for any loss or
damages we suffer from claims by your Authorised Representative, or a member of
the Black Group, because of the unauthorised use of Personal Information.
1
Schedule 3
RISK DISCLOSURE STATEMENT
The information in this Risk Disclosure Statement is general information only and does not take
into account your personal objectives, financial situation and needs. You should consider these
things and seek independent professional advice before making a decision about our financial
products.
You must be satisfied that any trading you undertake in relation to the products described in
this Risk Disclosure Statement is appropriate in view of your objectives, financial situation and
needs. If you wish to conclude any of the Transactions you are required to agree to the terms of
the Client Agreement.
You should be aware of the following points:
• All stock market based investment is exposed to a degree of risk.
• Market fluctuations may have an effect on the value, price or income of investments.
• Investment capital is not guaranteed and past performance is not a guide to future
investment performance.
• You are responsible for the selection of any transaction that you place on the Transaction
Platform. As such, the performance of any transaction will depend mainly on investment
decisions made by you. Velocity Trade does not make any representations regarding the
performance of any investment.
• Under certain market conditions it may be difficult or impossible to close out a position.
This may occur, for example, where trading is suspended or restricted at times of rapid
price movement.
• Prior to the commencement of trading, you should require from your broker written
confirmation of all current commission, fees and other transaction charges for which you
will be liable.
• Your ability to trade depends on the continued operation of, among other things, the
Transaction Platform, the internet, and your personal computer or internet enabled device.
A fault, delay or failure of any of these things could prevent you from placing Orders and
2
may result in losses on your Open positions.
• You should read all available information on the Transaction Platform including, but not
limited to, the client Terms and Conditions and the "frequently asked questions" in order to
properly consider your risks.
• You should carefully consider whether your financial position permits you to participate in
listed instruments on the JSE.
• You should carefully consider whether trading is appropriate for you in light of your
experience, objectives, financial resources and other relevant circumstances.
• Before trading listed instruments on the JSE you should be aware of tax consequences and
on this you should consult your lawyer, accountant or other tax advisor.
• System Risks
Velocity Trade relies on a number of technology solutions to provide you with its on line
Transaction Platform. Transacting on the Transaction Platform may differ from trading on
other electronic trading systems.
A disruption to the Velocity Trade Trading Platforms may mean you are unable to trade in
products offered by Velocity Trade when you wish and you may suffer a financial loss or
opportunity loss as a result.
During a disruption of the Transaction Platform, it may be possible for you to continue to
use our financial products by contacting us over the phone; however this will not be
possible in every case.
• Electronic Trading
There are significant risks associated with using and relying on a web-based, electronic
Transaction Platform. Such risks include, but are not limited to, risks related to the use of
software and/or telecommunications systems such as software errors and bugs, delays in
telecommunications systems, interrupted service, data supply errors, faults or inaccuracies
and security breaches.
These risks and the occurrence of disruptive events are outside the control of Velocity
Trade and, accordingly, you will have no recourse against Velocity Trade in relation to the
3
use of or availability of our Transaction Platform or any errors in the software and/or
related information systems.
There are important provisions regarding the use of the Transaction Platform contained in
the Client Agreement. You must ensure that you fully understand these provisions and the
risks involved in relying on an on-line, electronic trading system and the limitations in the
service that Velocity Trade can provide in relation to the Transaction Platform.
• Transaction Platform Closed
Due to the dynamic nature of the financial markets, it is possible that the value of your
open positions will change while the trading function of the Transaction Platform is
unavailable. In this case, you will not be able to trade in a product such as open a new
transaction or close out an open transaction until the trading function of the Transaction
Platform is available again. You may suffer a financial loss or opportunity loss as a result.
• Discretionary Powers of Velocity Trade
Under the Client Agreement, Velocity Trade has a number of discretionary powers which
may affect your trading activities. These powers are set out in this Risk Disclosure
Statement as well as the Client Agreement and you should ensure that you fully understand
them.
• Market Volatility
Markets are subject to many influences which may result in rapid fluctuations and reflect
unforeseen events or changes in conditions
In certain market conditions such as during times of price volatility in markets, quotes
provided by Velocity Trade may ‘gap’. A gap means that a price may unexpectedly jump
from one price level to another without trading at rates in between those two price levels
or quotes. It is not possible for us to predict when a price ‘gap’ will occur or by how much.
Price gaps are generally a result of unexpected news or previously unknown data being
released (e.g. news of terrorist attacks, revaluation of a currency, geopolitical upheaval or
natural disasters).
• Client Acknowledgement
By accepting the electronic check box as part of this online application process I/We
4
confirm receipt of this Risk Disclosure document and have read, understood and agree to
its contents.
Schedule 4
INTERMEDIARY DISCLOSURE STATEMENT
1 INTRODUCTION
In terms of the General Code of Conduct of the Financial Advisory and Intermediary
Services (FAIS) Act, Velocity Trade Financial Services (Pty) Ltd (Registration number
2010/010415/07) is required to disclose the information in this document to you. You are
therefore requested to read through the document carefully and sign the
acknowledgement that you have read and understand the contents hereof. If there is
anything in this document that you do not understand, please request further information
from us. You are entitled to a copy of this document for your own records.
AUTHORISED FINANCIAL SERVICES PROVIDER
Velocity Trade Financial Services is an authorised financial services provider (FSP number
43295) in terms of Section 8 of the FAIS Act. A copy of our license certificate is available on
request. Our physical address is 1st Floor, 200 on Main, Claremont 7708, Cape Town. Our
postal address is PO Box 23463, Claremont 7735, Cape Town. The contact person you must
liaise with is Daniel Carter, tel 021 200 8800, fax 086 249 1000 or email
FINANCIAL SERVICES AND PRODUCTS
Velocity Trade Financial Services is authorised to render intermediary financial services in
respect of the following financial products:
Category I
• Securities and Instruments: Shares
• Securities and Instruments: Derivative Instruments
• Participatory interests in Collective Investment Schemes
• Foreign currency denominated investment instruments
• Deposits defined in the Banks act – 12 months or less
Category II – Discretionary FSP
• Retail Pension Benefits
• Pension Funds Benefits (excluding retail pension benefits)
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• Securities and Instruments: Shares
• Securities and Instruments: Money market instruments
• Securities and Instruments: Debentures and securitised debt
• Securities and Instruments: Warrants, certificates and other instruments
• Securities and Instruments: Bonds
• Securities and Instruments: Derivative instruments
• Participatory interests in Collective Investment Schemes
• Long-term Deposits
• Short-term Deposits
AUTHORISED KEY INDIVIDUAL AND REPRESENTATIVE
The Financial Services Board has duly authorised Daniel Carter to act as key individual and
representative to render financial services as defined in terms of the FAIS Act in respect of
the financial products listed above.
Additional representatives including representatives under supervision may be added or
removed from Velocity Trade Financial Services’ FSP license from time to time. An updated
list is available on request.
INTERMEDIARIES, INTRODUCING PARTIES AND SERVICE PROVIDERS
Velocity Trade Financial Services may contract with and reward intermediaries for the
introduction of clients. However, the introducing party, Velocity Trade Financial Services
and its service providers are all separate business entities and are not affiliated in any way.
Intermediaries may be appointed as a representative on Velocity Trade Financial Services’
FSP license, however, neither the introducing party nor Velocity Trade Financial Services
shall be entitled to provide the client with any particular trading advice.
The introducing party may receive ongoing fees related to the trading activity of the client.
This fee will represent a portion of the revenue earned by Velocity Trade Financial Services
and will be accrued and paid to the introducing party monthly in arrears. These fees will be
market related and directly linked to the clients account activity as well as the nature of the
product and the relevant fee structure charged to the client.
The introducing party has actual or potential conflicts of interest with clients to the extent
that it receives fees or other remuneration for each transaction concluded between the
3
client, Velocity Trade Financial Services and/or its service providers.
Each client, Velocity Trade Financial Services and related service providers, and not the
introducing party, are the counter parties to each purchase and sale of the products in
respect of the terms of business entered into by each client of Velocity Trade Financial
Services.
CONFLICT OF INTEREST MANAGEMENT POLICY
Velocity Trade Financial Services has adopted and implemented a conflict of interest
management policy that complies with the provisions of the FAIS Act. The conflict of
interest management policy is available on request and can be obtained by emailing
[email protected] or by telephone: 021 200 8800.
INDEMNITY COVER
Velocity Trade Financial Services holds Professional Indemnity and Fidelity cover.
FINANCIAL INTELLIGENCE CENTRE ACT (FICA)
In terms of FICA, Velocity Trade Financial Services is an accountable institution. We are
required to identify our prospective clients, verify the given information and keep records
of the verifying documents. We are also obliged to report suspicious and unusual
transactions that may facilitate money laundering to the authorities.
COMPLAINTS
Should you wish to pursue a complaint against a key individual or representative of Velocity
Trade Financial Services, you should address the complaint in writing. If you cannot settle
your complaint with us, you are entitled to refer it to the office of the FAIS Ombud, at
[email protected] or telephone number 0860 324 766. The Ombud has been created to
provide you with a redress mechanism for any inappropriate financial advice that you feel
may have been given to you by a financial services provider.
COMPLIANCE OFFICER
Independent Compliance Services (Pty) Ltd (Registration number: 2003/020695/07) and
Practice number 1258 acts as the compliance officer for Velocity Trade Financial Services.
Their physical address is IPIC Aurora Centre, Shop 28 A, B and C, Cnr Aurora and Burton
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Roads, Aurora Durbanville, 7550. The contact person is Mr HA Goosen, tel 021 975 6468,
fax 086 628 4567 or email: [email protected].
DISCLAIMER
You should note that there are risks involved in buying or selling any financial product, and
past performance of a financial product is not necessarily indicative of the future
performance. The value of financial products can increase as well as decrease over time,
depending on the value of the underlying securities and market conditions.
CLIENT ACKNOWLEDGEMENT
By accepting the electronic check box as part of this online application process I/We
confirm receipt of this Risk Disclosure document and have read, understood and agree to
its contents.
5
CUSTODY ENTITY MANDATE
2
Please provide details of the Black Group you represent here
Black Group category
Company Partnership Trust Close Corporation
Other incorporated entity or association
Black Group name
Group shareholder number (for office use only)
Registration number
ID number of person signing this form
Please provide your (ie the person representing the Black Group referred to above) details here
Authorised Representative
Surname Signature
First names in full
Identity number Capacity
Residential Address
Postal code
Contact Details Tele-phone
Fax
Please note that specific meanings (definitions) have been given to some words and phrases in this Form. These words
and phrases start with a capital letter. The only defined words that do not always have a capital letter are the words "you",
"we" and "us". A list of defined words and phrases, and also the meanings we have given them, is contained in the Custody
Entity Terms and Conditions set out in Part B.
You, on behalf of the Black Group you represent, agree to the Custody Entity Mandate Terms and Conditions:
If you, on behalf of the Black Group you represent, want to appoint the Custody Entity to provide custody and settlement
services to the Black Group you represent, then you, on behalf of the Black Group you represent, need to agree to the
Custody Entity Terms and Conditions set out in Part B below.
When you sign this Form on behalf of the Black Group you represent you are confirming and agreeing that you have read, understand and agree (on behalf of the Black Group you represent) to the Custody Entity Terms and Conditions set out in Part B below. It is important that you read and understand the Custody Entity Terms and Conditions set out in Part B below. They also set out the rights and duties of the Black Group you represent, and the fees that the Black Group will be required to pay. Please note that there are various parts in the Custody Entity Terms and Conditions set out in Part B below where:
our responsibilities (liabilities) and our risks are excluded (taken away) or limited (lessened);
rights and remedies the Black Group you represent has against us are excluded or limited, including the amounts that can be claimed from us;
the Black Group you represent takes on responsibility (liability) and risks; and
the Black Group you represent makes promises to us. Please also note that all Black Groups are required to submit a valid Authorising Resolution attached as Schedule 1 to this Form
7
SIGNATURE SECTION
By signing below:
you, on behalf of the Black Group you represent, confirm to the Custody Entity that you and the
Black Group you represent have full legal capacity and are duly authorised to hereby appoint
the Custody Entity to provide custody and settlement services;
you, on behalf of the Black Group you represent, authorize the Custody Entity to act in
accordance with Custody Entity Mandate Terms and Conditions set out in Part B below;
you, on behalf of the Black Group you represent, confirm and agree that you have read,
understand and agree to the Custody Entity Terms and Conditions set out in Part B below; and
you, on behalf of the Black Group you represent, confirm that you are aware of and understand the
limits, exclusions, liabilities, risks and promises in the Custody Entity Terms and Conditions set
out in Part B below.
Signature: Day Month Year
Name:
Capacity: Authorised Representative: If you are not signing as the Authorised Representative of a Black Group but in a different capacity, please state this different capacity below. If you do not state this different capacity below, we will treat this as you signing as the Authorised Representative. Other capacity (if any): ______________________________
8
Schedule 1 Authorising resolution for Black Groups
Resolutions of the directors, trustees, partners or members of ________________________ (________________________) Black group name Black group registration number
(the "Black Group")
Resolutions (agreements):
The directors, trustees, members or partners ("we") have been given the required notice of a meeting and
have agreed on ("resolved") the following:
Appointment of the Custody Entity as Participant to provide custody and settlement services
We agree (resolve):
that the Black Group will appoint the Custody Entity as Participant to provide custody and settlement services to it; and
that the Black Group will complete, sign and carry out all forms, documents and agreements for (and related to) appointing the Custody Entity as Participant to Participant to provide custody and settlement services to it.
Appointment of Authorised Representative
We appoint _______________________________ (insert name)
with ID number ____________________________ (insert ID number)
as 'Authorised Representative' of the Black Group.
We agree (resolve) that the Authorised Representative is allowed to do the following, for the Black Group:
agree to, sign and hand in all documents needed to carry out these resolutions (agreements) and the contents of this document;
bind (legally commit) the Black Group to any and all terms and agreements which apply to the Custody Entity's rendering of custody and settlement services; and
do anything else needed to enable the Custody Entity to provide custody and settlement services.
This is done and signed at __________________ on the ____ day of ________________ 20__.
_________________________ _________________
Full name Signature
_________________________
ID number
_________________________ _________________
Full name Signature
_________________________
ID number
_________________________ _________________
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Full name Signature
_________________________
ID number
_________________________ _________________
Full name Signature
_________________________
ID number
_________________________ _________________
Full name Signature
_________________________
ID number
_________________________ _________________
Full name Signature
_________________________
ID number
Certification that the extract and signatures are true and accurate:
I certify (promise) that: 1) the above are the signatures of all the directors, partners or members of the Black Group needed
to pass this resolution; and 2) the above is true extract of the original resolution. ____________________________
Name: ______________________
Capacity: ____________________
(Company secretary, director, trustee, managing partner or authorised member)
Date: _______________________
2
2 INTERPRETATIONS AND DEFINITIONS
2.1 In this Custody Entity, the following words shall have the following meanings and other
words derived from the same origins as such words shall have corresponding meanings:
2.1.1 "Applicable Rules" means the rules applicable to Participants in terms of the FM Act,
the JSE Listings Requirements and the CSD Rules;
2.1.2 "Application Form" means:
2.1.2.1 for a Black Person, the form entitled the "Application Form (Black People)" that must
be completed and signed as part of the Application Process; and
2.1.2.2 for a Black Group, the form called the "Application Form (Black Groups)" that must
be completed and signed as part of the Application Process;
2.1.3 "Application Process" the process that must be followed to apply for confirmation from
the BEE Verification Agent that a person is an Eligible Person;
2.1.4 "Authorised Representative" means the individual appointed and authorised by the
Black Group in accordance with the Standard Trading Process Terms and Conditions
to act on behalf of the Black Group;
2.1.5 "Authorised User" has the meaning given to this term in the FM Act;
2.1.6 "Authority" means:
2.1.6.1 the Financial Services Board, established by section 2 of the Financial Services
Board Act, 97 of 1990;
2.1.6.2 the Independent Communications Authority of South Africa, a regulatory body
established in terms of section 3 of the Independent Communications Authority of
South Africa Act, 13 of 2000;
2.1.6.3 any government or governmental, administrative, fiscal or judicial authority, body,
court, department, commission, tribunal, registry or any state owned, controlled or
legislatively constituted authority which principally performs public, governmental or
regulatory functions and/or which is responsible for applying national security,
foreign investment, exchange control, telecommunications, merger control or other
competition or antitrust legislation or regulations, in South Africa;
11
2.1.6.4 any minister, department, office, commission, delegate, instrumentality, agency,
board, authority or organisation of any government or any state-owned enterprise in
South Africa;
2.1.7 "BEE" means black economic empowerment as contemplated in the BEE Act, the BEE
Codes and BEE ICT Codes;
2.1.8 "BEE Act" means the Broad-Based Black Economic Empowerment Act, 53 of 2003 and
any regulations and codes of good practice published thereunder (including the BEE
Codes);
2.1.9 "BEE Codes" means the Broad-Based Black Economic Empowerment Codes of Good
Practice gazetted under the BEE Act;
2.1.10 "BEE ICT Codes" means the Information and Communication Technology Sector Code
published in terms of Section 9(1) of the BEE Act;
2.1.11 "BEE Legislation" means each and all of:
2.1.11.1 the BEE Act;
2.1.11.1.1 any codes of good practice and/or any transformation charters issued under
sections 9 and/or 12 of the BEE Act applicable to Vodacom SA;
2.1.11.1.2 any communications sector legislation and any regulations published under such
legislation and any license conditions made pursuant to such legislation from
time to time, as applicable to the Vodacom SA; and
2.1.11.1.3 any other charter, law, condition of a material license, regulation or (mandatory
or voluntary) practice pursuant to which ownership and/or control by Black
People in the Vodacom SA is measured or a requirement relating thereto is
imposed on it, or its rights, interests and/or obligations are affected thereby
whether directly or through its customers;
2.1.12 "BEE Listing" means listing of the YeboYethu Ordinary Shares as Asset Backed
Securities on the BEE Segment on the BEE Listing Date;
2.1.13 "BEE Listing Date" means the date of the BEE Listing;
2.1.14 "BEE Listing Period" means the period commencing on the Bee Listing Date and
ending on the date on which the BEE Listing terminates for any reason;
2.1.15 "BEE Segment" has the meaning given to such term in the Listings Requirements;
2.1.16 "BEE Status" means in relation to a Black Group, the Black Group’s percentage
12
ownership and percentage economic interest by Black People (by shareholding,
membership, beneficiary interest or other comparable interest, as the case may be,
having regard to the juristic nature of the relevant Black Group) and the Black Group’s
percentage representation by Black People at board or trustee or other similar
governing body, as measured under the BEE Legislation and, in relation to a natural
person, whether or not that person qualifies as a Black Person;
2.1.17 "BEE Verification" the verification of a person by the BEE Verification Agent, which
verification must conclude, inter alia, that:
2.1.17.1 the person is an Eligible Person; and
2.1.17.2 such Eligible Person has been notified of the necessary restrictions, limitations and
requirements applicable to such YeboYethu Ordinary YeboYethu Ordinary Shares
from time to time as set out in the YeboYethu MOI and the Transaction Agreements,
and has agreed to be bound by the provisions thereof; and
2.1.17.3 such Eligible Person has accepted the Trading Terms and Conditions and has
signed all documents and contracts required in terms of the Trading Terms and
Conditions;
2.1.18 "BEE Verification Agent" means, during the BEE Listing Period, a person appointed
from time to time by YeboYethu to conduct BEE Verification, being Velocity;
2.1.19 "BEE Verification Withdrawal Notice" has the meaning given to this term in clause
9.1.2 of the YeboYethu BEE Contract;
2.1.20 "BEE Verified Persons" during the BEE Listing Period, any Eligible Person which
YeboYethu (or its nominee, delegate or agent) has notified as having successfully
completed BEE Verification, and whose BEE Verification status has not expired or been
withdrawn in accordance with the Trading Terms and Conditions;
2.1.21 "Beneficial Owner" means a person in whom the benefits of the bundle of rights
attaching to a YeboYethu Ordinary Share vest, which is typically evidenced by one or
more of the following:
2.1.21.1 the right or entitlement to receive any dividend or distribution payable in respect of
the YeboYethu Ordinary Share;
2.1.21.2 the right to exercise or cause to be exercised in the ordinary course of events, any
or all of the voting or other rights attached to the YeboYethu Ordinary Share;
2.1.21.3 the right to Dispose or direct the Disposition of the Share, or any part of a distribution
in respect of the YeboYethu Ordinary Share and to have the benefit of the proceeds,
13
and "Beneficially Own" and "Beneficially Owned" shall be construed accordingly;
2.1.22 "Black Business Partners'' means creditworthy Black Groups that form part of
Vodacom SA's distribution network and who participated in the initial public offering;
2.1.23 "Black Company" means an entity which is both a "B-BBEE-owned Company" and a
"B-BBEE-controlled Company" (with each of these terms bearing the meanings as given
to them in the BEE Codes);
2.1.24 "Black Entity" means a vesting trust which qualifies for recognition under the BEE
Codes, a broad-based ownership scheme, or an unincorporated entity or association,
including a partnership, joint venture, syndicate or stokvel as may be determined by
Vodacom SA in its sole discretion as an entity which may enable Vodacom SA to claim
BEE scorecard points pursuant to the BEE Codes;
2.1.25 "Black Group" means a Black Company or Black Entity;
2.1.26 "Black People" or "Black Person" has the meaning ascribed to it in the BEE Codes,
which current meaning is summarised as follows for convenience, and should not be
construed as an interpretation of the BEE Codes: Africans, Coloureds,
(including Chinese) and Indians who are natural persons and who are South African
citizens by: (i) birth or descent; or (ii) naturalisation occurring (a) prior to 27 April 1994,
being the commencement date of the Constitution of the Republic of South Africa of
1993; or (b) after that date but who would have qualified for naturalisation prior to that
date if it were not for the apartheid policies in place in South Africa, and "Black" shall
be construed accordingly;
2.1.27 "Black Public" means, individually and collectively, Black People and Black Groups;
2.1.28 "Business Day" means any day other than a Saturday, Sunday or gazetted national
public holiday in South Africa;
2.1.29 "Call Centre" means the call centre established and operated by the BEE Verification
Agent to provide Application Process and BEE Verification process services (and
respond to related queries) or attend to general queries relating to YeboYethu, which
can be contacted at the phone number: 082 241 0001 or 010 285 0090;
2.1.30 "Companies Act" means the Companies Act, 71 of 2008;
2.1.31 "CSD" means the Central Securities Depository;
2.1.32 "CSD Rules" means the rules relating to the CSD;
2.1.33 "CSDP" means a Central Securities Depository Participant, accepted as a participant in
14
terms of the FM Act;
2.1.34 "Custody Entity" or "Issuer Appointed Participant" means, in respect of the Standard
Trading Process the person designated by YeboYethu from time to time to act in such
capacity, the custody entity initially being Link Investor Services (Proprietary) Limited,
registration number 2011/001308/07, acting through its Nominee, Pacific Custodians
(Nominees) (RF) Proprietary Limited, registration number 2014/113298/07, a private
company incorporated in accordance with the laws of South Africa;
2.1.35 "Eligible Person" any member of the Black Public;
2.1.36 "Encumbrance" means, in relation to any property, includes any pledge, security
cession, charge, hypothecation, lien, subordination, mortgage, option over, right of
retention or any other encumbrance whatsoever, or any form of hedging or similar
derivative instrument of any nature whatsoever of or over or in respect of that property
or class of property (or any part or proceeds thereof), or any lending of that property,
and, the words "Encumber", "Encumbered" and "Encumbering" shall have
corresponding meanings;
2.1.37 "Implementation Date" means 8 October 2008;
2.1.38 "FICA" means the Financial Intelligence Centre Act, 38 of 2001;
2.1.39 "FM Act" means the Financial Markets Act, No 19 of 2012;
2.1.40 "Force Majeure Event" means an event of fire, lightning, explosion, flood, hurricane,
act of God, war, terrorism, civil disorder, epidemics, plagues, strikes; boycotts, and
lock-outs of all kinds and go-slows (excluding boycotts, strikes, lock-outs and go-slows
by or of the affected Party's own personnel) which were outside of the control of the
affected Party or any other event beyond the control of the Party affected by the event,
provided in all cases that the affected Party has taken all steps and precautions which
could reasonably be expected for it to have taken in order to prevent such act or event
occurring and in order to mitigate and minimise the effects of the event and furthermore
that the affected Party is not at fault;
2.1.41 "JSE" means as the context requires, either JSE Limited, registration number
2005/022939/06, a public company incorporated in accordance with the laws of South
Africa, and which is licensed to operate an exchange in terms of the FM Act, or the
securities exchange operated by that company;
2.1.42 "JSE Member" means a member of the JSE;
2.1.43 "Listings Requirements" means the JSE Listings Requirements;
15
2.1.44 "Lock-in Period" means the period commencing on the Implementation Date and
terminating on the earlier of:
2.1.44.1 the tenth anniversary of the Implementation Date (both dates included); or
2.1.44.2 the date (if ever) upon which the BEE requirements applicable to Vodacom SA and
its subsidiaries have been amended by legislation (or other applicable law or
regulation or practice having the effect of law, including without limitation the BEE
ICT Charter or similar code or charter once it is promulgated as a sectoral code in
terms of section 9 of the BEE Act) having the effect (in the sole and absolute
discretion of the board of directors of Vodacom Group, after having considered
representations which YeboYethu and the Strategic Partners may have made in this
regard, but without being bound thereby) that the continued ownership of Vodacom
SA Shares by YeboYethu, the Strategic Partners or a person or entity to whom any
of the aforementioned shareholders wish to transfer their shareholdings, is no longer
required for BEE purposes, and no longer results in a BEE benefit for Vodacom SA
and its subsidiaries (whether as a result of a once-empowered always-empowered
rule or otherwise), it being recorded for the avoidance of doubt that this may have
the effect that the Lock-in Period expires in respect of certain (but not necessarily
all) of the Vodacom SA Shares held by YeboYethu and/or the Strategic Partners;
2.1.45 "Loss" means any direct loss and direct damage (including legal fees on an attorney
and own client scale), whatsoever and howsoever arising;
2.1.46 "Market Participants" means a JSE Member, registered holder, CSDP and/or relevant
intermediary, as the context may require;
2.1.47 "Nominee" means a person which acts as the registered holder of YeboYethu Ordinary
Shares and manages an interest in YeboYethu Ordinary Shares on behalf of other
persons, and which has been approved by:
2.1.47.1 an exchange in terms of section 76(1)(a) of the FM Act;
2.1.47.2 a central securities depository in terms of section 76(1)(b) of the FM Act; or
2.1.47.3 the Registrar of Securities Services in terms of section 76(3) of the FM Act;
2.1.48 "Normal Trading Hours" means official trading times set by the JSE from time to time;
2.1.49 "On-Market Transaction" means any sale, purchase or transfer of YeboYethu Ordinary
Shares reported through an Authorised User;
2.1.50 "Off-Market Transfer" means any sale, purchase or transfer of YeboYethu Ordinary
Shares not reported through an Authorised User;
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2.1.51 "Off-Market Transfers Process" means the process of purchasing and/or transferring
YeboYethu Ordinary Shares by a BEE Verified Person pursuant to an Off-Market
Transfer, as contemplated in the Off-Market Transfers Process Terms and Conditions;
2.1.52 "Off-Market Transfers Process Terms And Conditions" means the document entitled
"YeboYethu Off-Market Transfers Process: Verification Requirements, Terms and
Conditions" which shall be made available at www.yeboyethushares.co.za, which
document records the terms, conditions, restrictions and limitations applicable to BEE
Verified Persons who elect to hold, buy, sell or otherwise transfer any YeboYethu
Ordinary Shares pursuant to an Off-Market Transfer, and which are acknowledged and
accepted by such BEE Verified Person during the BEE Verification process;
2.1.53 "Order to Buy" means an offer made through the Trading Section of the Transaction
Platform to buy YeboYethu Ordinary Shares;
2.1.54 "Order to Sell" means an offer made through the Trading Section of the Transaction
Platform to sell YeboYethu Ordinary Shares;
2.1.55 "Own-Broker Trading Process" means the process of purchasing, holding and/or
transferring (including by way of trading) YeboYethu Ordinary Shares from time to time
in accordance with the YeboYethu BEE Contract (and not, for the avoidance of doubt,
in accordance with the Standard Trading Process);
2.1.56 "Own-Broker Trading Process Terms and Conditions" means the document entitled
"YeboYethu Own-Broker Trading Process: Verification Requirements, Terms and
Conditions" which shall be made available at www.yeboyethushares.co.za, which
document records the terms, conditions, restrictions and limitations applicable to each
BEE Verified Person who elects to purchase, holds and/or transfer any YeboYethu
Ordinary Shares in terms of the Own-Broker Trading Process, and which are
acknowledged and accepted by such BEE Verified Person during the BEE Verification
process;
2.1.57 "Pacific Custodians Nominees" means Pacific Custodians (Nominees) (RF)
Proprietary Limited, registration number 2014/113298/07, a private company
incorporated in South Africa;
2.1.58 "Pacific Custodians Nominees Trading Account" means the trading account
maintained by Pacific Custodians Nominees for purposes of settling Transactions in
YeboYethu Ordinary Shares executed through the Transaction Platform, the details of
which are set out in Annexure "A" to this Custody Entity Mandate;
2.1.59 "Partial Transactions" means a purchase or sale of some but not all of the YeboYethu
Ordinary Shares in an Order to Buy or Order to Sell;
17
2.1.60 "Participant" means a central securities depository participant, accepted as a
participant of the CSD in terms of the FM Act;
2.1.61 "Parties" means the Custody Entity and You, and "Party" shall mean either one of them
as the context may require;
2.1.62 "RBH-CO" means Lisinfo 209 Investments (Proprietary) Limited, registration number
2008/007293/07, a private company duly incorporated in accordance with the laws of
South Africa and, as at the Implementation Date, a wholly-owned subsidiary of RBH-
TELCO;
2.1.63 "RBH-TELCO" means RBH Telecom Holdings (Proprietary) Limited, registration
number 2006/006958/07, a private company duly incorporated in according with the
laws of South Africa;
2.1.64 "Strategic Partners" means collectively RBH-CO and Thebe-CO;
2.1.65 "SARS" means the South African Revenue Services;
2.1.66 "Securities Account" means a securities account opened and maintained by the
Custody Entity as contemplated in clause 6 of this Custody Entity Mandate;
2.1.67 "Securities Transfer Tax" means the securities transfer tax levied in terms of Securities
Transfer Tax Act, 25 of 2007;
2.1.68 "Settlement Account" has the meaning given to this term in clause 7 of this Custody
Entity Mandate;
2.1.69 "Standard Trading Process" means the process of purchasing, holding and/or
transferring (including by way of trading), YeboYethu Ordinary Shares from time to time
in terms of which a BEE Verified Person enters into a contractual custody arrangement
with the Custody Entity and a mandate arrangement with the Trading Entity for the
purposes of effecting transfers of its YeboYethu Ordinary Shares through the JSE’s
trading processes, as contemplated in the Standard Trading Process Terms and
Conditions;
2.1.70 "Standard Trading Process Terms and Conditions" means the document entitled
"YeboYethu Standard Trading Process: Verification Requirements, Terms and
Conditions" which shall be made available at yeboyethushares.co.za, which document
records the terms, conditions, restrictions and limitations hold, buy, sell or otherwise
transfer any YeboYethu Ordinary Shares in terms of the Standard Trading Process and
which are acknowledged and accepted by such BEE Verified Person during the BEE
Verification process;
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2.1.71 "STRATE" means a Central Securities Depository operated by Strate Proprietary
Limited, registration number 1998/022242/07, a private company incorporated in
accordance with the laws of South Africa;
2.1.72 "Supporting Documents" means in relation to the BEE Verification Process and a
Change of Details, all documents which you are required to provide. For details on such
supporting documents, please refer to Annexure 3 (Supporting Documents) of the
Terms and Conditions or the relevant forms at the YeboYethu website
(www.yeboyethushares.co.za) or the Transaction Platform Website
(www.yeboyethushares.tradedesk.co.za) or you may call the Call Centre on 082 241
0001 or 010 285 0090 and request that copies be sent to you;
2.1.73 "Thebe" means Thebe Investment Corporation (Proprietary) Limited registration
number 1992/001846/07, a private company duly incorporated in accordance with the
laws of South Africa;
2.1.74 "Thebe-CO" means Main Street 661 (Proprietary) Limited, registration number
2008/003181/07, a private company duly incorporated in accordance with the laws of
South Africa;
2.1.75 "Trading Entity" means the person designated by YeboYethu from time to time to act
in such capacity, which shall act as agent on behalf of each YeboYethu Ordinary
Shareholder who elects to use the Standard Trading Process, initially being Velocity;
2.1.76 "Trading Section of the Transaction Platform" means that section of the Transaction
Platform owned and operated by the Trading Entity for the purposes of processing
Orders in respect of YeboYethu Ordinary Shares through either the Transaction
Platform Website or the Call Centre (as applicable);
2.1.77 "Trading Terms and Conditions" means the terms and conditions, restrictions and
limitations applicable to each BEE Verified Person and acknowledged and accepted by
such BEE Verified Person during the BEE Verification process, being as the context
may require:
2.1.77.1 the Standard Trading Process Terms and Conditions;
2.1.77.2 the Own-Broker Trading Process Terms and Conditions; and
2.1.77.3 the Off-Market Transfers Process Terms and Conditions;
2.1.78 "Transaction" means a contract of purchase and sale of YeboYethu Ordinary Shares
and "Transact" and "Transacting" shall have a corresponding meaning;
2.1.79 "Transaction Fees" has the meaning given to this term in clause 14.1.1;
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2.1.80 "Transaction Platform" means with regards to the Standard Trading Process, the
platform established by the Trading Entity and the Custody Entity through which they
render trading services and custody and settlement services respectively to BEE
Verified Persons, which is made up of the Transaction Platform Website and the Call
Centre;
2.1.81 "Transaction Platform Account" means, with regards to the Standard Trading
Process, the record that the Custody Entity keeps of money received from and paid to
you and of your activities and Transactions on the Transaction Platform;
2.1.82 "Transaction Platform Website" the online part of the Transaction Platform which is
accessible on the internet at: www.yeboyethushares.tradedesk.co.za;
2.1.83 "Transfer Secretaries" means Link Market Services Proprietary Limited, registration
number 2000/007239/07, a private company incorporated in accordance with the laws
of South Africa;
2.1.84 "VAT" means value added tax levied in terms of the Value-added Tax Act, 89 of 1991;
2.1.85 "Velocity" means Velocity Trade Financial Services Proprietary Limited, registration
number 2010/010415/07, a private company incorporated in South Africa;
2.1.86 "Verification Form" means:
2.1.86.1 for a Black Person, the form called the "Verification Form (Black People)" that we
require a Black Person to complete and sign as part of the BEE Verification process;
2.1.86.2 for a Black Group, the form called the "Verification Form (Black Groups)" that we
require a Black Group to complete and sign as part of the BEE Verification process;
2.1.87 "Vodacom Group" means Vodacom Group Limited, registration number
1993/005461/06, a public company incorporated in accordance with the laws of South
Africa;
2.1.88 "Vodacom SA" means Vodacom (Proprietary) Limited, registration number
1993/003367/07, a private company incorporated in accordance with the laws of South
Africa;
2.1.89 "Vodacom SA Shares" shares in the share capital of Vodacom SA;
2.1.90 "YeboYethu" means YeboYethu (RF) Limited, registration number 2008/014734/06, a
public company incorporated in accordance with the laws of South Africa;
2.1.91 "YeboYethu BEE Contract" means the contract referred to in the Own-Broker Trading
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Process Terms and Conditions which an Eligible Person is required to enter into with
YeboYethu and the relevant Market Participants should he/she/it choose to hold,
purchase and/or transfer YeboYethu Ordinary Shares in accordance with the Own-
Broker Trading Process (this is a bespoke contract required in respect of the YeboYethu
Ordinary Shares and is distinct from the agreement referred to in the Listings
Requirements as a "BEE contract");
2.1.92 "YeboYethu MOI" means the memorandum of incorporation of YeboYethu from time to
time;
2.1.93 "YeboYethu Ordinary Shares" means ordinary shares with a par value of R0.00001
each in the share capital of YeboYethu, bearing the rights set out in the YeboYethu
MOI;
2.1.94 "YeboYethu Ordinary Shareholders" means registered holders of YeboYethu
Ordinary Shares; and
2.1.95 "you" or "your" or "yourself" means you, being a Black Person or Black Group who is
an Eligible Person. For Minors, this also includes the minor or the parent or guardian,
except when the situation requires or suggests that we are only referring to the minor
and not also to the parent or guardian.
2.2 The clause headings are for convenience only and shall not be taken into account in the
interpretation of this Custody Entity Mandate.
2.3 Any reference in this Custody Entity Mandate to "person" includes any natural, juristic or
quasi-juristic person, including, without limitation, any sole proprietorship, stokvel, firm,
partnership, trust, close corporation, company, undertaking, joint venture, government or
public entity, or other incorporated or unincorporated entity or association.
2.4 Any reference to any "law", "Act", similar directive or document (including the JSE Listings
Requirements) or any part thereof, shall be a reference to such "law", "Act", similar directive
or document as interpreted, amended, modified, re-enacted, consolidated or substituted
from time to time.
2.5 The rule of construction that a contract shall be interpreted against the Party responsible
for the drafting or preparation of the contract shall not apply to this Custody Entity Mandate.
2.6 Any reference to you shall:
2.6.1.1 if you are liquidated or sequestrated (as the case may be) also apply to and be
binding on your liquidator or trustee; or
2.6.1.2 if you are a natural person and die, also apply to and be binding on the executor of
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your estate and any person to whom your YeboYethu Ordinary Shares are
transferred as a result of your death.
3 APPOINTMENT OF CUSTODY ENTITY
3.1 By entering into this Custody Entity Mandate, you agree to appoint the Custody Entity in its
capacity as a Participant to provide custody and settlement services to you in respect of
your YeboYethu Ordinary Shares, in accordance with the Applicable Rules, through the
Transaction Platform or otherwise (as applicable).
3.2 The Parties record and agree that they shall at all times be bound by the Applicable Rules,
and must comply with any other statutory requirements having regard to the nature of the
client (being you).
3.3 In the event of any conflict arising between the provisions of this Custody Entity Mandate
and the provisions of the Applicable Rules, then to the extent of such conflict, the provisions
of the Applicable Rules shall prevail.
3.4 The custody and settlement services referred to in clause 3.1 above will entail, among other
things, that:
3.4.1 the Custody Entity will open a Securities Account for you in which your YeboYethu
Ordinary Shares will be held in custody;
3.4.2 the Custody Entity will maintain records of your YeboYethu Ordinary Shares in the
manner provided for in, and as required by, the Applicable Rules;
3.4.3 your YeboYethu Ordinary Shares will at all times be held in the name of Pacific
Custodians Nominees as the registered shareholder for you and on your behalf; and
3.4.4 the Custody Entity will, and will procure that Pacific Custodians Nominees will, take such
steps as are prescribed in the Applicable Rules and as may be reasonable in the
circumstances to protect your YeboYethu Ordinary Shares held by it in custody against
theft, loss or destruction.
3.5 You acknowledge and agree that the Custody Entity is under no obligation to accept any
YeboYethu Ordinary Share that is not good for delivery or has a defect in relation to your
rights, title and interest in respect of such YeboYethu Ordinary Share.
3.6 In the event that any of your YeboYethu Ordinary Shares suffer from any of the defects
referred to in clause 3.5 above, the Custody Entity will refuse to record such YeboYethu
Ordinary Shares in your Securities Account until the relevant defect has been corrected /
remedied to the satisfaction of the Custody Entity.
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4 FICA VERIFICATION
You undertake to provide the Custody Entity with any and all documentation required by the
Custody Entity to enable the Custody Entity to comply with the requirements of the Financial
Intelligence Centre Act, 2001, before the Custody Entity will provide any custody and
settlement services to you in terms of this Custody Entity Mandate.
5 ENCUMBRANCES
5.1 You warrant in favour of the Custody Entity that any YeboYethu Ordinary Shares deposited
with the Custody Entity are and will remain free from any Encumbrances.
5.2 You acknowledge and agree that you may not, at any time during the Lock-In Period,
Encumber your YeboYethu Ordinary Shares or permit your YeboYethu Ordinary Shares to
be Encumbered.
5.3 Neither the Custody Entity nor Pacific Custodians Nominees will at any time during the
Lock-In Period, grant, acknowledge, accept or record, in whatsoever form, any
Encumbrance over or in respect of your YeboYethu Ordinary Shares (or give any
instruction with a view to achieving any of the aforegoing).
6 SECURITIES ACCOUNT
6.1 The Custody Entity will in accordance with its standard operating procedures and the
Applicable Rules open and maintain a Securities Account in your name to record:
6.1.1 the number and/or nominal value of YeboYethu Ordinary Shares that you may entrust
to its custody from time to time; and
6.1.2 all Transactions executed on your behalf through the Transaction Platform in respect of
your YeboYethu Ordinary Shares.
6.2 The Custody Entity will under no circumstances give effect to any instruction that will result
in a debit balance in respect of any YeboYethu Ordinary Shares held in your Securities
Account.
7 SETTLEMENT ACCOUNT
7.1 You designate the bank account specified by you in your Application Form, Verification
Form (if you are a Black Group) or pursuant to the BEE Verification process (if you are a
Black Person) or any applicable Change of Details form from time to time, as the account
into which the Custody Entity will pay all the proceeds arising from Transactions executed
in respect of your YeboYethu Ordinary Shares. This account will be referred to as your
"Settlement Account".
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7.2 You may, from time to time, nominate a different bank account as your Settlement Account
by completing and giving the Custody Entity a Change of Details Form with the details of
the new account that you wish to be used as your Settlement Account.
8 YOUR OBLIGATION TO PRE-FUND THE PACIFIC CUSTODIANS NOMINEES TRADING
ACCOUNT
8.1 You acknowledge that you are under an obligation to ensure that you deposit sufficient
funds into the Pacific Custodians Nominees Trading Account to cover any Transaction
(including all Transaction Fees and costs) in respect of YeboYethu Ordinary Shares
executed on your behalf by the Trading Entity through the Transaction Platform prior to
placing any Order to Buy or Order to Sell with the Trading Entity through the Transaction
Platform.
8.2 You will find the details of the Pacific Custodians Nominees Trading Account in Annexure
"A" hereto.
8.3 You acknowledge that you are aware of the fact that, in the event that you fail to ensure
that there are sufficient funds available in the Pacific Custodians Nominees Trading
Account to cover your Transactions (including Transaction Fees and costs) in respect of
YeboYethu Ordinary Shares executed on your behalf by the Trading Entity through the
Transaction Platform as contemplated in clause 8.1 above, the Custody Entity will be under
no obligation to confirm settlement of the relevant Transactions to Strate and that, in such
circumstances, the relevant Transactions will fail.
8.4 Where you have deposited funds into the Pacific Custodians Nominees Trading Account,
the Custody Entity will pay interest to you in respect of such funds in accordance with the
Annexure C.
8.5 No interest will be allocated to or earned by your cash balance where funds were deposited
with no or incorrect account references.
9 VOTING
9.1 You acknowledge and agree that this Custody Entity Mandate is concluded on a non-
discretionary basis as regards the Custody Entity exercising any voting rights in respect of
your YeboYethu Ordinary Shares. The Custody Entity will procure that Pacific Custodians
Nominees will only exercise a vote in respect of your YeboYethu Ordinary Shares on your
behalf at any meeting of YeboYethu Ordinary or in respect of any resolution proposed to
the shareholders of YeboYethu Ordinary if a completed proxy voting form is received from
you 48 hours prior to the relevant date stipulated in the applicable YeboYethu Ordinary
circular to shareholders.
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9.2 You must obtain letters of representation from the Custody Entity if you wish to attend and
vote in respect of your YeboYethu Ordinary Shares at general meetings of YeboYethu. The
Custody Entity will be available at all general meetings of YeboYethu to issue such letters
of representation immediately prior to the meeting.
10 NOTIFICATION OF CORPORATE EVENTS AND CASH DIVIDENDS
10.1 Pacific Custodians Nominees shall notify you of all corporate events as required in terms
of the Applicable Rules.
10.2 You may elect not to receive notices, reports and circulars. If you elect not to receive
notices, reports and circulars, you acknowledge that you understand and accept the
implications and consequences of such an election namely that you may not receive
pertinent information concerning non-elective events or the payment of dividends or of
matters in respect of which you are entitled to exercise your voting rights.
11 REMATERIALIZATION OF YEBOYETHU ORDINARY SHARES
11.1 Subject to clause 11.2, you may instruct the Custody Entity in writing to rematerialize your
YeboYethu Ordinary Shares at any time in accordance with the Applicable Rules; provided
that, during the Lock-In Period, the share certificates in respect of your YeboYethu Ordinary
Shares must be retained by the Transfer Secretary.
11.2 The Custody Entity will not be entitled to rematerialise your YeboYethu Ordinary Shares
unless it has first received confirmation from the BEE Verification Agent that you are a BEE
Verified Person for the purposes of the Own-Broker Trading Process or the Off-Market
Transfers Process. The Custody Entity may only (and will procure that Pacific Custodians
Nominees does) transfer your certificated YeboYethu Ordinary Shares to the person who
you have selected to provide you with custody and settlement services in respect of your
YeboYethu Ordinary Shares and in respect of who you have been BEE Verified; provided
that, during the Lock-in Period, the share certificates in respect of such YeboYethu Ordinary
Shares must be retained by the Transfer Secretary.
12 INSTRUCTIONS BY YOU
12.1 Other than instructions given by you to the Custody Entity through the Transaction Platform
Website or the Call Centre, all instructions given by you to the Custody Entity shall be sent
to the Custody Entity at the address set out in clause 29.5 below, or via electronic mail to:
12.2 All instructions shall be sent in writing, or by any other means as may be approved by the
Custody Entity from time to time in writing.
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12.3 The Custody Entity shall not be obliged to carry out any instruction that does not comply
with this Custody Entity Mandate or Applicable Laws.
12.4 On each occasion on which an instruction is given, you will be regarded as having
confirmed that you have the necessary authority.
12.5 The Custody Entity may record telephonic or electronic conversations with you and your
representatives and you agree that such recordings or transcripts thereof may be used as
evidence in any dispute with you.
12.6 Any instruction duly given by you to the Custody Entity shall, to the extent required, be
deemed to be an instruction duly given by you to Pacific Custodians Nominees.
13 OFF – MARKET TRANSFERS
13.1 Off - Market Transfers are transfers of YeboYethu Ordinary Shares that do not take place
in accordance with the Own-Broker Trading Process.
13.2 In respect of YeboYethu Ordinary Shares, only the following types of Off-Market Transfers
will be allowed:
13.2.1 portfolio moves of YeboYethu Ordinary Shares from the Custody Entity to another
Participant;
13.2.2 account transfers of YeboYethu Ordinary Shares;
13.2.3 transactions that take place in circumstances where you want to transfer your
YeboYethu Ordinary Shares without receiving payment in respect thereof (for example
as a gift, in pursuance of a court order, deceased estates, insolvent estates, assets
under curatorship); and
13.2.4 corporate action transactions.
13.3 In respect of all Off – Market Transfers, the following rules will apply:
13.3.1 You will be required to give a transfer instruction to the Custody Entity (if your
YeboYethu Ordinary Shares are held in uncertificated form) or the Transfer Secretary
(if your YeboYethu Ordinary Shares are held in certificated form) to transfer your
YeboYethu Ordinary Shares to a specific, identified transferee;
13.3.2 the Custody Entity or the Transfer Secretary (as the case may be) will need to obtain
confirmation from the BEE Verification Agent that the transferee to whom your
YeboYethu Ordinary are to be transferred is a BEE Verified Person. If such confirmation
is, for whatever reason, not received then the Custody Entity or the Transfer Secretary
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(as the case may be) will not give effect to an Off-Market Transfer;
13.3.3 if the transferee to whom your YeboYethu Ordinary Shares are to be transferred is
confirmed as being a BEE Verified Person, then the Off-Market Transfer will be booked
directly into an account with the Custody Entity;
13.3.4 if the transferee to whom your YeboYethu Ordinary Shares are to be transferred is not
already a BEE Verified Person, such transferee must complete the Application Process
(if applicable) and complete the BEE Verification process (if applicable);
13.3.5 both you and the prospective transferee must complete and return the required Custody
Entity withdrawal form for internal transfers. If, however, an Off-Market Transfer is to
another Participant or other type of custodian, only you need to complete the withdrawal
form referred to above;
13.3.6 in all cases, Securities Transfer Tax levied in respect of Off - Market Transfers must (if
applicable) be paid by the persons responsible therefor (ie the transferee of YeboYethu
Ordinary Shares);
13.3.7 the fees for which you will be liable in respect of Off - Market Transfers are set out in
Annexure C; and
13.3.8 You and the person to whom your YeboYethu Ordinary Shares are to be transferred
must deposit the relevant transaction fees as well as Securities Transfer Tax (if
applicable) into the Pacific Custodians Nominees Trading Account.
14 FEES AND TAXES
14.1 There are fees and taxes for using the Transaction Platform. You will only be charged a
fee once a Transaction has occurred. The fees and taxes which you are liable to pay are
the following and as set out in the scheduled attached as Annexure C:
14.1.1 Transaction Fee
14.1.1.1 You must pay a transaction fee to the Custody Entity. This transaction fee covers
both the Custody Entity's and the Trading Entity's costs for the Transaction. The
transaction fee which you must pay will be the higher of R150 per day (ie R150 per
Transactions for that day) or 0.75% of the value of the Transaction
("Transaction Fee").
14.1.1.2 The Transaction Fee is deducted from your Transaction Platform Account each time
your Order to Buy or Order to Sell results in a Transaction.
14.1.1.3 These are the only fees for the Transaction, and the Transaction Fee covers all other
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costs related to this Transaction (including Strate settlement fees, the FSB levy, JSE
Member transaction fees, VAT on any of the aforementioned fees and levy, and bank
costs for payment of settlement proceeds if you have chosen to be paid out on
settlement date after your order results in a Transaction).
14.1.1.4 Examples of how Transaction Fees and taxes are calculated can be seen at
Annexure B.
14.1.2 Fees for Partial Transactions
14.1.2.1 During Normal Trading Hours, the Transaction Fee deducted from your Transaction
Platform Account for each Partial Transaction is 0.75% multiplied by the value of the
Transaction. If the total Transaction Fee deducted from your Transaction Platform
Account during the day for a Partial Transaction is less than R150 then the difference
between this total and R150 will be deducted from your Transaction Platform
Account after Normal Trading Hours.
14.1.2.2 If only part of the Order to Buy or Order to Sell is cancelled or ends, we still charge
the Transaction Fee and taxes on the part of the Order to Buy and the Order to Sell
that results in a Transaction.
14.1.2.3 If you cancel your remaining open Order after a Partial Transaction on any following
day and there have been no Transactions for this open Order you will not be charged
a fee.
14.1.3 VAT
Both the buyer and the seller must also pay VAT on the Transaction Fee only. VAT is
not payable on Securities Transfer Tax. VAT is currently calculated at 14% of the
Transaction Fee. This percentage is set by government and may change. VAT is
deducted from your Transaction Platform Account at the time the Transaction occurs
either during the day or if the remainder of the minimum Transaction Fee is applied after
the JSE closes in terms of Normal Trading Hours.
14.1.4 Securities Transfer Tax
The buyer must also pay an extra tax to the government called Securities Transfer Tax
on the transfer of YeboYethu Ordinary Shares. This is currently calculated at 0,25% of
the value of the Transaction. This percentage is set by government and may change.
The Custody Entity deducts the Securities Transfer Tax from your Transaction Platform
Account at the time the Transaction occurs. The Custody Entity pays the Securities
Transfer Tax as part of settlement obligations for Strate settlement processes which
process facilitates your compliance with your obligations to the South African Revenue
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Services in this regard. You have no obligations to ensure that your Securities Transfer
Tax is paid on any purchase as this is collectively the responsibility of the Custody Entity,
Strate and the relevant JSE Member.
14.1.5 Dividends tax
You acknowledge and accept that you are responsible for any and all dividends taxes
and agree to submit a written declaration to SARS in respect of any dividend taxes.
14.1.6 Fees if Orders to Buy or Orders to Sell are cancelled or end
No Transaction Fees will be charged if the full Order to Buy or a full Order to Sell is
cancelled before a Transaction occurs or if it expires.
15 WHEN THE TRANSACTION FEES CAN INCREASE
15.1 We may increase the Transaction Fees at any time. When we do, we will give notice to
you. Transaction Fees will not go up by more than the average percentage increase of the
Consumer Price Index ("CPI") in the 12 months before the fee increase date. We use the
CPI (or any replacement index) published by Statistics South Africa (or any replacement
body). If we increase the fees by more than this, then clause 29 will apply.
15.2 Increases to the Transaction Fees do not apply retrospectively to Transactions. Each time
you make a new Order to Buy or Order to Sell, we will inform you of the Transaction Fees
and taxes that apply before you confirm the Transaction.
16 WE DO NOT GIVE REFUNDS WHEN A TRANSACTION HAS HAPPENED
We do not give any refunds for Transaction Fees, taxes and costs for Transactions that have
settled.
17 TRANSACTION PLATFORM ACCOUNT INFORMATION
You can access details of your Transactions and activity on your Transaction Platform Account
on the Transaction Platform Website or through the Call Centre.
18 SHARING OF COMMISSIONS, FEES AND CHARGES
18.1 You acknowledge and agree that we may share commissions, fees and charges with any
entity within the Custody Entity's group or other third parties or receive remuneration from
them in respect of Transactions.
18.2 Details of these commissions, fees, charges, remuneration or sharing arrangements will be
disclosed in accordance with any requirements of any applicable law.
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19 MONTHLY STATEMENTS
19.1 The Custody Entity will send you a statement each month with details of your Transactions
for that month. If you did not have any Transactions in a month, the Custody Entity will not
send you a statement.
19.2 The Custody Entity will send the monthly statement to you by email, unless you ask for it
to be sent to you by post when you register to use the Transaction Platform. You can also
get a copy of your monthly statements by phoning the Call Centre and asking for a copy to
be sent to you.
19.3 You can also get details of your Transactions and activity on your Transaction Platform
Account on the Transaction Platform Website or through the Call Centre.
19.4 The Custody Entity will send bi-annual statements to you regardless if you have transacted
or not.
20 DEEMED OFFER IN FAVOUR OF YEBOYETHU AND OBLIGATION TO TRANSFER
YEBOYETHU ORDINARY SHARES PURSUANT THERETO
20.1 In terms of the YeboYethu MOI, a deemed offer ("Deemed Offer Event") to YeboYethu
will arise upon the occurrence of certain specified circumstances or events. If such a
Deemed Offer Event occurs in respect of you, and for so long as it continues, YeboYethu
may (but is not obliged to) give written notice to you and the Custody Entity stating that
such Deemed Offer Event has occurred ("Deemed Offer Notice"), which notice may
require you to sell to YeboYethu all of your YeboYethu Ordinary Shares (the "Offer
Shares"). The Deemed Offer Notice will specify the terms and conditions of such sale as
regulated by the provisions of the YeboYethu MOI (including, without limitation, the relevant
purchase price in respect of such sale and the date upon which such sale shall take effect).
You have agreed in terms of the YeboYethu MOI that in such circumstances, you must sell
the Offer Shares to YeboYethu upon the specified terms and conditions.
20.2 The Custody Entity acknowledges and accepts that it shall be bound, to the extent
applicable, upon receipt of a Deemed Offer Notice from YeboYethu to act in accordance
with any instructions therein to give effect to the sale of the Offer Shares to YeboYethu. In
addition, you are obliged, upon receipt of the Deemed Offer Notice from YeboYethu, to
instruct the Custody Entity to effect transfer of the Offer Shares into an account in the name
of YeboYethu.
20.3 Each of the Parties agrees that notwithstanding any provision to the contrary in this Custody
Entity Mandate, the Custody Entity shall, notwithstanding that the Deemed Offer Notice is
issued by YeboYethu, deem the Deemed Offer Notice to constitute such an instruction by
you in accordance with the terms and conditions set out therein. The Custody Entity hereby
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acknowledges and agrees that such instruction by YeboYethu in the Deemed Offer Notice
shall be deemed to constitute an instruction by you.
21 SUSPENDING THE TRANSACTION PLATFORM
21.1 Suspension because of a dispute or illegal activity
21.1.1 The Custody Entity may temporarily suspend part or all of your use of the Transaction
Platform, any Transactions or your Transaction Platform Account in any one or more of
these circumstances:
21.1.1.1 if the Custody Entity is required by YeboYethu and/or Vodacom SA at any time to do
so (in which case the Custody Entity will be obliged to do so);
21.1.1.2 if the Custody Entity reasonably believes that your Transaction Platform Account is
being used for illegal purposes, including money laundering or fraud;
21.1.1.3 if there is a disagreement between who owns or has authority to transact the
YeboYethu Ordinary Shares or access the Transaction Platform; or
21.1.1.4 if you are a Black Group, if there is disagreement about whether an Authorised
Representative is still authorised to represent you.
21.2 Notice before suspension because of a dispute or illegal activity
21.2.1 The Custody Entity will send you notice that your use of the Transaction Platform will
be suspended and, as far as the law allows, give you 10 Business Days to prove
whichever of the following apply:
21.2.1.1 you are the owner of the YeboYethu Ordinary Shares;
21.2.1.2 you are not using the Transaction Platform for illegal purposes; or
21.2.1.3 if you are a Black Group, your Authorised Representative is still authorised to
represent you, or that a new Authorised Representative has been appointed.
21.3 Permanent suspension because of a dispute or illegal activity
If you do not prove the facts above within 10 Business Days, the Custody Entity will
suspend your use of the Transaction Platform until you give the Custody Entity the proof
that it needs.
21.4 Suspension because of expiry of BEE Status
21.4.1 If, the BEE Verification Agent issues written notice to the Custody Entity that you are
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not an Eligible Person or that the BEE Verification Agent is unable to verify that you are
an Eligible Person or that your BEE Verification status has been withdrawn or expired,
you or your Authorised Representative will not be able to log onto the Transaction
Platform or give instructions through the Call Centre.
21.4.2 You or your Authorised Representative will also not be able to use the Transaction
Platform to buy YeboYethu Ordinary Shares and all your Orders to Buy and Orders to
sell will be suspended, nor shall you or your Authorised Representative be entitled to
effect any other transfer of YeboYethu Ordinary Shares. This suspension will endure
until the Custody Entity receives written confirmation from the BEE Verification Agent
that you are again a BEE Verified Person.
21.5 Other reasons for suspension
21.5.1 The Custody Entity may temporarily suspend part or all of your use of the Transaction
Platform Website, Call Centre, the Transaction Platform, any Transactions, your
Transaction Platform Account, and the processing of orders to buy or orders to sell if:
21.5.1.1 it is necessary to do maintenance on the Transaction Platform;
21.5.1.2 the Custody Entity becomes aware of any actual, threatened or suspected fraud or
any actual, threatened or suspected unauthorised use of the Transaction Platform;
21.5.1.3 the Custody Entity has reasonable grounds to believe that the Transaction Platform
is being used negligently, illegally, fraudulently, for money laundering, or in a way
that the Custody Entity has not given permission for;
21.5.1.4 the Custody Entity has reasonable grounds to believe that the security of the
Transaction Platform may be in danger;
21.5.1.5 you do not comply with your duties and even after the Custody Entity has given you
10 Business Days’ notice to do so or to fix it (or a shorter period where this is
reasonable);
21.5.1.6 you do not comply with your duties and it is reasonable not to first give you notice to
do so or to fix it;
21.5.1.7 the Custody Entity becomes aware that any information you have given or that has
been given for you is false, inaccurate, invalid, incomplete or misleading;
21.5.1.8 the Custody Entity must do this to comply with the law;
21.5.1.9 a court or the Authority tells the Custody Entity to do this; or
32
21.5.1.10 where another part of this Custody Entity Mandate allows the Custody Entity to
implement this suspension.
21.5.2 The suspension will continue for so long as the Custody Entity reasonably believes is
appropriate. The Custody Entity will send you a notice by SMS if your Transaction
Platform Account is suspended for these reasons only if it is reasonably practical to do
so.
22 CHANGES TO THIS CUSTODY ENTITY MANDATE
22.1 We may make changes
22.1.1 We may make changes to this Custody Entity Mandate at any time. We will let you know
what the changes are at least 10 Business Days before they apply. We will let you know
of the changes in a shorter time period if:
22.1.1.1 we are required to do so in terms of any applicable law;
22.1.1.2 we are required to do so by any Authority; or
22.1.1.3 it is reasonable to give you less than 10 Business Days' notice.
22.2 Agree to the changes before they apply
22.2.1 If we make changes to this Custody Entity Mandate, you may choose to either agree to
the changes before they apply or to end your use of the Transaction Platform.
22.2.2 If you choose to end your use of the Transaction Platform, any Orders to Buy or Orders
to sell that have not resulted in a Transaction are automatically cancelled.
22.2.3 If you do not agree to the changes to this Custody Entity Mandate before the changes
apply, we may suspend your use of the Transaction Platform.
22.2.4 Until you have agreed to the changes to this Custody Entity Mandate, each time you log
in to the Transaction Platform Website or contact the Call Centre, we will give you a
chance to agree to the changes.
33
22.3 If the changes do not relate to a Transaction
22.3.1 If the changes we make to this Custody Entity Mandate do not relate to Transactions,
we will still settle Orders to Buy and Orders to Sell that you made before we made the
changes. But we will not do this if the law or the Authority does not allow it.
23 TERMINATION
23.1 Event of Default
23.1.1 An Event of Default occurs if:
23.1.1.1 you fail to perform or comply with any of your obligations under this Custody Entity
Mandate or
23.1.1.2 any Transaction after the Custody Entity has given you 10 Business Days’ notice to
do so;
23.1.1.3 you are in breach of any applicable law;
23.1.1.4 you have breached this Custody Entity Mandate, YeboYethu's MOI or the Standard
Trading Process Terms and Conditions and have failed to remedy such breach in
accordance with the provisions of such document;
23.1.1.5 you are a Black Person and you die or become of unsound mind;
23.1.1.6 you are a Black Group and your members propose or pass a resolution for you to be
placed into business rescue, liquidation or winding-up; or
23.1.1.7 you have an order granted against or in respect of you, in terms of which you are
provisionally or finally wound up, liquidated, dissolved or placed under business
rescue your BEE Verification status has expired or been withdrawn.
23.2 Termination
23.2.1 The Custody Entity shall be entitled to terminate this Custody Entity Mandate:
23.2.1.1 immediately, on written notice to you, at any time, if:
23.2.1.1.1 an Event of Default occurs; or
23.2.1.1.2 if the Custody Entity is required by YeboYethu and/or Vodacom SA at any time
to do so (in which case the Custody Entity will be obliged to do so); or
23.2.1.2 on 60 calendar days’ written notice to you, at any time.
34
23.2.2 You shall be entitled to terminate this Custody Entity Mandate, at any time, on written
notice to the Custody Entity.
23.2.3 Should this Custody Entity Mandate be terminated, you will automatically cease to be a
BEE Verified Person for the purposes of the Standard Trading Process, and you will no
longer be entitled to purchase or sell any additional YeboYethu Ordinary Shares through
the Standard Trading Process.
23.2.4 If the Custody Entity:
23.2.4.1 ceases to be a licensed CSDP; or
23.2.4.2 is liquidated or placed under business rescue, whether provisionally or finally, the
Custody Entity will advise you in writing within 3 business days thereof. Following
receipt of such notice, this Custody Entity Mandate will terminate and you must, in
accordance with Strate Rule 5.8.8, inform the Custody Entity within 30 calendar days
of the name of the new CSDP to which your securities account must be transferred.
In order to do so, you must first become a BEE Verified Person for the purposes of
the Own-Broker Trading Process or the Off-Market Transfers Process in respect of
such new CSDP.
24 FORCE MAJEURE
24.1 The Custody Entity will not be in default of this Custody Entity Mandate if such default is a
result of a Force Majeure Event.
24.2 The Custody Entity will use reasonable endeavours to notify you as soon as reasonably
practical of the occurrence of a Force Majeure Event.
24.3 If a Force Majeure Event arises, the Custody Entity may take whatever steps we deem to
be appropriate in the circumstances.
25 INDEMNITY BY YOU, LIMITATION AND EXCLUSION OF CUSTODY ENTITY'S LIABILITY
25.1 You hereby irrevocably indemnify the Custody Entity and hold it harmless from any loss,
damages or claim of whatsoever nature arising as a result of the Custody Entity acting on
e-mail/fax/telephonic instructions received from you or your Authorised Representative.
25.2 You hereby indemnify and agree to hold the Custody Entity harmless against all liability,
costs, expense or damage incurred by the Custody Entity or its agents arising (whether
directly or indirectly) as a result of or in connection with the Custody Entity acting on any
forged, fabricated or other inaccurate, invalid or unauthorised documents (including identity
document) or instruction received by it in connection with the performance of the Custody
Entity's obligations in terms of this Custody Entity Mandate. Notwithstanding anything to
35
the contrary contained in this Custody Entity Mandate, save as set out below, in the event
of any conflict between the provisions of this clause and any other clause of this Custody
Entity the provisions of this clause shall prevail.
25.3 You hereby indemnify and agree to hold the Custody Entity harmless against all liability,
costs or expenses incurred by the Custody Entity's agents in connection with the due and
proper performance by the Custody Entity of its obligations pursuant to this Custody Entity
Mandate.
25.4 You accept the risk of loss or damage arising, directly or indirectly, as a result of any failure
in, misuse of, or any fraud or misrepresentation due to his failure to give a valid instruction
in accordance with the terms of this Custody Entity Mandate.
25.5 The Custody Entity shall be liable under this Custody Entity Mandate only for direct
damages incurred by you by reason of the Custody Entity's wilful default or negligence and
except in the case of fraud shall not in any event be liable for indirect, special or
consequential loss or damages of any kind whatsoever.
25.6 The Custody Entity shall have no liability for, and you shall hold the Custody Entity harmless
and shall indemnify it against, any loss it suffers in the event of claims asserted against it
by reason of the occurrence of a Force Majeure event.
25.7 You indemnify the Custody Entity against any loss and charges arising from any matter
other than gross negligence by the Custody Entity, including electronic mail.
25.8 You waive any claim and potential claim against the Custody Entity arising from any matter
other than gross negligence by the Custody Entity, including email.
26 INDEMNITY BY THE CUSTODY ENTITY
26.1 The Custody Entity hereby agrees to indemnify you and to hold you harmless from any
Loss sustained or incurred by you arising out of or in connection with –
26.1.1 any breach of representation or warranty made by the Custody Entity under or in
connection with this Custody Entity Mandate; or
26.1.2 any failure by the Custody Entity to comply with or perform any of its obligations under
or in connection with this Custody Entity Mandate; or
26.1.3 any error, corruption or delay in any order (whether oral, written or electronic) which is
caused by or attributable to the Custody Entity.
26.2 Despite clause 26.1, the Custody Entity will not be obliged to indemnify you against any
Loss sustained or incurred directly as a result of your own negligence (including gross
36
negligence) or wilful default or a breach by you of any contract or applicable law.
27 INSURANCE
The Custody Entity will, to the extent, and if required in terms of the FM Act and the Strate
Rules, arrange and maintain insurance cover in respect of any liability which may be incurred
by the Custody Entity in connection with this Custody Entity Mandate. The Custody Entity will,
on request from you, furnish you with written confirmation of the amount of such insurance
cover.
28 CONSENT TO DISCLOSURE OF INFORMATION
You agree and hereby give the Custody Entity permission to disclose your name and the
number of YeboYethu Ordinary Shares that the Custody Entity holds on your behalf to
YeboYethu and/or to Strate so that it can comply with its obligations under section 56 of the
Companies Act and the rules of Strate, within the time periods required under Companies Act
and relevant Strate Rules, as well as to the Trading Entity, the Transfer Secretaries and the
JSE from time to time.
29 CONTACT DETAILS AND NOTICES
29.1 Notices and messages that the Custody Entity may send to you
29.1.1 The Custody Entity may choose to send you notices either by SMS, e-mail or post.
29.1.2 There are various notices that the Custody Entity may send you by SMS. These include
notices with messages about:
29.1.2.1 confirming allocations and payments to and from your Transaction Platform Account;
29.1.2.2 confirmation of Transactions that are referred to YeboYethu and/or Vodacom SA or
are accepted or rejected by YeboYethu and/or Vodacom SA;
29.1.2.3 where your use of the Transaction Platform has been suspended or terminated; and
29.1.2.4 changes to this Custody Entity Mandate or to the Transaction Fees.
29.1.3 You can ask to receive these notices by e-mail when you register to use the Transaction
Platform. If you do not select this option when you register, you can ask for this option
at any time after that, through the Call Centre.
37
29.2 Notices and messages to Authorised Representatives and Minors
29.2.1 If you are a Black Group, the notices that will be sent to you by SMS will be sent to the
cell number of your Authorised Representative. Whenever reference is made to sending
you an SMS, this refers to an SMS that is sent to your Authorised Representative (if you
are a Black Group). A notice that is sent to your Authorised Representative will be
treated as if you received it.
29.2.2 If you are a minor, the notices that will be sent you by SMS will be sent to the cell number
of your parent or guardian. Whenever reference is made to sending you an SMS, this
refers to an SMS that is sent to your parent or guardian (if you are a minor). A notice
that is sent to your parent or guardian will be treated as if you also received it.
29.3 Deemed receipt
29.3.1 When a notice is treated as if you have received it by a certain date and time, it means
that the Custody Entity does not have to prove that you did receive it on that date or at
that time. If you claim that you did not receive the notice by that date and time you will
have to prove it, as far as the law allows. As far as the law allows, the Custody Entity
will treat it as if you have received a notice:
29.3.1.1 on the date of delivery, if delivered by hand to your physical address;
29.3.1.2 10 calendar days after posting, if sent by ordinary mail to your postal address;
29.3.1.3 on the date and time of sending, if sent to your fax number during Normal Trading
Hours;
29.3.1.4 the next Business Day at the start of Normal Trading Hours, if sent to your fax
number outside of Normal Trading Hours;
29.3.1.5 on the date and time of sending, if sent to your email address during Normal Trading
Hours;
29.3.1.6 the next Business Day at the start of Normal Trading Hours, if sent to your email
address outside of Normal Trading Hours; and
29.3.1.7 on the date and time of sending, if an SMS notice is sent to your cell phone number.
29.4 Notice actually received
If you actually receive a notice, it will be valid delivery even if the Custody Entity did not
send it to any of your chosen addresses.
38
29.5 Address where the Custody Entity agrees to accept legal documents
Legal documents include letters of demand, summonses, warrants to attach your property
and other legal notices. The Custody Entity agrees to accept legal documents under this
Custody Entity Mandate at 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein
2001. This address is known in law as the Custody Entity's domicilium citandi et executandi.
29.6 Change of the Custody Entity's address
If the Custody Entity wants to change the address where it agrees to accept legal
documents, the Custody Entity will tell you in writing by SMS or email or post. The Custody
Entity will give you the new address where it agrees to accept legal documents. Any new
address must be a physical address in South Africa.
29.7 Address where you agree to accept legal documents
29.7.1 If you are a Black Person, you agree to accept any legal documents under this Custody
Entity Mandate at the addresses you gave to YeboYethu or the BEE Verification Agent
when you applied to become a BEE Verified Person. (This address is known in law as
your domicilium citandi et executandi.) But if you have changed your addresses by
giving the Custody Entity a Change of Details Form, you agree to accept any legal
documents at the address in the most recent Change of Details Form that you have
provided.
29.7.2 If you are a Black Group, you agree to accept any legal documents under this Custody
Entity Mandate at the addresses you give to the Custody Entity in the Verification Form
(Black Groups) that you complete. (This address is known in law as your domicilium
citandi et executandi.) But if you have changed your addresses by giving the Custody
Entity Mandate a Change of Details Form and the required Supporting Documents, you
agree to accept any legal documents at the address in the most recent Change of
Details Form that you have provided.
29.8 Change to your address
If you want to change the addresses where you agree to accept legal documents, you must
tell the Custody Entity in writing by completing and providing a Change of Details Form and
required Supporting Documents with the new addresses. Any new address must be a
physical address in South Africa.
29.9 Call Centre and Transaction Platform Website details
29.9.1 Call Centre details: 082 241 0001 or 010 285 0090; and
29.9.2 Transaction Platform Website address: www.yeboyethushares.tradedesk.co.za.
39
30 MINORS AND PERSONS WITHOUT LEGAL CAPACITY
30.1 Your parent or guardian acts for you
30.1.1 If you are a minor:
30.1.1.1 your parent or guardian must use the Transaction Platform for you;
30.1.1.2 your parent or guardian will be required to register for you;
30.1.1.3 only your parent or guardian will be able to access the Trading Section of the
Transaction Platform on your behalf, in particular to give instructions on your behalf;
and
30.1.1.4 in this Custody Entity Mandate, when reference is made to 'you' or 'your or 'yourself'
or 'I', this means both you, the minor and also the parent or guardian that uses the
Transaction Platform on your behalf, but this does not apply when the situation
requires or suggests that we are only referring to the minor and not also to the parent
or guardian.
30.2 When you turn 18
When you turn 18 years old, your parent and guardian will no longer be able to use the
Transaction Platform for you. You will need to call the Call Centre and follow our
instructions before you can start using the Transaction Platform.
31 GENERAL
31.1 Each of the provisions of this Custody Entity Mandate is separate and severable and
enforceable accordingly. If any such term or condition is or becomes unenforceable for any
reason whatsoever, that term or condition is severable from and shall not affect the validity
of any other term or condition contained in this Custody Entity Mandate.
31.2 The cancellation or other termination of this Custody Entity Mandate shall not affect those
provisions of this Custody Entity Mandate which expressly provide that they will operate
after such cancellation or other termination or which of necessity must continue to endure
after such cancellation or other termination, notwithstanding that the relevant clause may
not expressly provide for such continuation.
31.3 No indulgence, leniency or extension of time which any Party may give or allow to the other
Party in respect of the performance of any obligation hereunder, shall in any way prejudice
the Party giving or allowing the indulgence, leniency or extension or preclude such Party
from exercising any of its rights an enforcing the obligations of the other Party in terms of
this Custody Entity Mandate.
40
31.4 A provision of, or a right created under, this Custody Entity Mandate may not be waived
except in writing executed by the party granting the waiver.
31.5 The Custody Entity Mandate constitutes the entire agreement between the Parties as to
the subject matter hereof and save as may be expressly set out herein, no agreements,
representations or warranties between the Parties regarding the subject matter hereof
other than those set out herein are binding on the Parties.
41
Annexure A
Pacific Custodians (Nominees) RF details
Bank Name: Nedbank
Bank Account Name: Pacific Custodians (Nominees) RF
Bank Account Number: 11311632311
Branch Code: 198-765
42
Annexure B
Examples of Transaction Fees
Example 1 – When the Order to buy and Order to sell is Transacted in full over one day and
the Value of the Transaction is more than R40 000.
If Sipho buys 1000 YeboYethu Ordinary Shares from Neo for R50.00 per share, the total price is
R50 000
The Costs for Sipho (buyer) are the following:
Cost How it is worked out Total
Value of Transaction 1000 YeboYethu Ordinary
Shares x R50 per YeboYethu
Ordinary Share
R50 000
Transaction Fee Minimum brokerage fee of
R115 up to R40 000.
Thereafter an additional
0.35% will be levied
R150 (R115 + R35)
The R35 is the additional
0.35% on the amount over
R40 000. In this case the
amount over R40 000 is
R10000.
VAT on Transaction Fee 14% of R150 R21
Securities Transfer Tax 0.25% of R50 000 R125
Total Transaction Costs R50 296
The costs for Neo (the seller) are the following
Cost How it is worked out Total
Transaction Fee Minimum brokerage fee of
R115 up to R40 000.
Thereafter an additional
0.35% will be levied
R150
VAT on Transaction Fee 14% of R150 R21
Total Transaction Costs R171
EXAMPLE 2
If the Order to Buy the YeboYethu Ordinary Shares took more than a day to complete; for
example more than 2 days to complete and each day there was a settlement then a scenario
of the fees for the first two days is below for Sipho.
The costs for Sipho (buyer) are the following:
Costs How it is worked out Total
Day 1: Value of Order 500 YeboYethu Ordinary R25 000
43
Shares x R50 per YeboYethu
Ordinary Share
Day 1: Value of Partial
Transaction
40 YeboYethu Ordinary
Shares of R50 per YeboYethu
Ordinary Share
R2 000
Day 1: Transaction Fee: Minimum brokerage fee of
R115 up to R40 000.
Thereafter an additional
0.35% will be levied
R115
Day 1: VAT on Transaction
Fee
14% of R115 R16.10
Day 1: Securities Transfer
Tax
0.25 of R2 000 R5
Day 1: Total Transaction
Costs
R2136.10
Day 2: Value of remaining
order
460 YeboYethu Ordinary
Share x R50 per YeboYethu
Ordinary Share
R23 000
Day 2: Value of Partial
Transaction
40 YeboYethu Ordinary
Shares x R50 per YeboYethu
Ordinary Share
R2 000
Day 2: Transaction Fee Minimum brokerage fee of
R115 up to R40 000.
Thereafter an additional
0.35% will be levied
R115
Day 2: VAT on Transaction
Fee
14% of R115 R16.10
Day 2: Securities Transfer
Tax
0.25% of R2 000 R5
Day 2: Total Transaction
Costs
R2 136.10
44
Example 3— When the Order to Buy and Order to Sell is matched in full and the minimum
transaction fee applies (R115)
If Sipho buys 50 YeboYethu Ordinary Shares for R40 per share, the total price is R2000. The cost
for Sipho (buyer) are the following:
Cost How it is worked out Total
Value of Transaction 50 YeboYethu Ordinary
Shares x R40 per YeboYethu
Ordinary Share
R2 000
Transaction Fee Minimum brokerage fee of
R115 up to R40 000.
Thereafter an additional
0.35% will be levied
R115
VAT on Transaction Fee 14% of R115 R16.10
Securities Transfer Tax 0.25% of R2 000 R5
Total Transaction Costs R2136.10
The costs for Neo (seller) are the following:
Cost How it is worked out Total
Transaction Fee Minimum brokerage fee of
R115 up to R40 000.
Thereafter an additional
0.35% will be levied
R115
VAT on Transaction Fee 14% of R115 R16.10
Total Transaction Costs 131.10
1
Annexure C
Fee Schedule
Link Costs
excluding VAT R.cc
Strate Costs
excluding VAT
R.cc
Total Costs
including VAT at
14%
R.cc
Account
administration,
maintenance and
Custody
Free N/A Free
All YeboYethu
Shareholders
Free N/A Free
Trading,
Transactions,
Settlement
On Exchange Trading
and Settlement Fee*
Minimum brokerage
fee of R115 up to
R40 000. Thereafter
an additional 0.35%
will be levied
Included TBA
Notes
VAT at 14% will be added to all applicable fees.
* On Exchange Trading & Settlement Fee above include Strate costs, JSE Costs, Investor
Protection levy costs, Trading Entity fees and withdrawal costs for shareholders that have
chosen the pay-out options for transactions
**TBA: To be advised. The total fee will depend on the size of the transaction or deposit
Interest on positive cash balances: YeboYethu Ordinary Shareholders will receive interest of 2%
p.a. on positive cash balances on their transaction platform accounts.
Fees above are all subject to change.