Document 6437526

NOMINEE AGREEMENT
THIS AGREEMENT is made the
day of
, 20
BETWEEN :
(1)
AMSEC Nominees (Tempatan) Sdn Bhd or AMSEC Nominees (Asing) Sdn Bhd a company incorporated under the laws of
Malaysia whose registered office is at 15th Floor, Bangunan AmBank Group, 55 , Jalan Raja Chulan, 50200 Kuala Lumpur
(“the Custodian”) of the one part
AND
(2)
...........................………………………………………………………………………(NRIC/Company No:. ........................)
of …………………………………………………..……….........(“the Beneficiary”) of the other part.
WHEREAS :
A.
The Beneficiary wishes to appoint the Custodian to hold and to administer on behalf of the Beneficiary certain Securities
(as herein defined).
B.
In the event the Beneficiary wishes to trade on the securities listed on the Stock Exchanges, the Beneficiary also wishes
to appoint the Custodian to act as the Authorised Nominee, as defined in the Security Industries (Central Depositories) Act
1991 (“SICDA”) for the Beneficiary.
C.
The Custodian is willing to do so on terms and conditions set forth in this Agreement.
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AS FOLLOWS :
Clause 1.
1.1
Interpretation
In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following
meanings:
“AmInvestment Bank Berhad”
means AmInvestment Bank Berhad (Company No. 23742-V), a company
incorporated in Malaysia under the Companies Act, 1965 and having its registered
address at 22nd Floor, Bangunan AmBank Group, 55, Jalan Raja Chulan, 50200
Kuala Lumpur and is appointed the broker to transact in all dealings in securities
quoted in the Stock Exchanges on behalf of the Beneficiary, and shall include its
successors in title and assigns.
“Account”
means the custody account(s) maintained by the Custodian on behalf of the
Beneficiary pursuant to Clause 2 of this Agreement
“Authorised Nominee”
has the meaning ascribed to it in SICDA.
“Authorised Person(s)
means the person or persons authorised to give instructions, notices or other
communications in accordance with the terms and conditions of this Agreement
on behalf of the Beneficiary, duly authorised in the manner as set out in Clause 5.1
of this Agreement.
“Beneficiary”
means the ultimate owner of the deposited securities who is the person who is
entitled to all rights as defined in the SICDA.
“CDS”
means the Central Depository System, the computerised book-entry clearing and
settlement system.
Custodian
means AMSEC Nominees (Tempatan) Sdn Bhd or AMSEC Nominees (Asing) Sdn
Bhd a company incorporated under the laws of Malaysia whose registered office
is at 15th Floor, Bangunan AmBank Group, 55 , Jalan Raja Chulan, 50200 Kuala
Lumpur, and shall include its successors in title and assigns.
“KLSE”
means Kuala Lumpur Stock Exchange (Company No. 30632-P) and shall include
its successors in title and assigns.
“MCD”
means Malaysian Central Depository Sdn. Bhd. which operates the Central
Depository System in Malaysia.
“MESDAQ”
means the Malaysian Exchange of Securities Dealing and Automated Quotation
Berhad (Company No. 433333-P) and shall include its successors in title and
assigns.
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“Rules and Regulations”
the laws, rules, regulations and guidelines prescribed by all relevant authorities
affecting the trading of the Securities and maintenance of the securities accounts
and includes the amendments thereof from time to time.
“Securities”
means the physical or CDS securities held in the Beneficiary’s Account, which
shall include all shares and stocks deposited and/or which may be from time to
time deposited with the Custodian and all other shares and stocks, securities,
interest, rights, benefits which may at any time after the date hereof be derived
from, accrued on or offered in respect of the these securities as well as all
dividends or other moneys received under the securities and where the context
so permits, shall include any part(s) thereof.
“Securities Account”
means the securities account opened or to be opened by the Custodian with MCD
on behalf of the Beneficiary, in the name of the Custodian as an Authorised
Nominee, and with the Beneficiary’s name duly endorsed as the ultimate and
absolute beneficial owners of the securities therein .
“Stock Exchanges”
means KLSE, MESDAQ and any other recognised Malaysian stock exchange with
the approval of AmInvestment Bank Berhad, and where the context so permits,
shall include anyone or more of them.
“Trading Account”
means the trading account opened or to be opened with AmInvestment Bank
Berhad, in the name of AMSEC, with the Beneficiary’s name indicated as
the ultimate and absolute beneficial owner.
“Terms and Conditions”
for Securities Trading
1.2
“SIA”
means Securities Industry Act 1983 and includes any statutory amendment or
re-enactment thereof.
“SICDA”
means Securities Industry (Central Depositories) Act 1991 and includes any
statutory amendment or re-enactment thereof, including without limitation the
Securities Industry (Central Depositories) (Amendment) Act 1998.
In this Agreement, unless there is something in the subject or context inconsistent with such construction or unless it is
otherwise expressly provided:
1.2.1
words denoting one gender include all other genders and words denoting the singular include the plural and vice
versa;
1.2.2
words denoting persons include corporations, and vice versa, and also include their respective heirs, personal
representatives, successors in title or permitted assigns, as the case may be; and
1.2.3
where the term “Beneficiary” encompasses two (2) or more persons all agreements, covenants, guarantees,
stipulations and undertakings expressed to be made by and on the part of such persons shall be and are binding
upon such persons jointly and severally and the bankruptcy or death of any one or more of such persons shall
in no way operate to release the other or others of its respective obligations and liabilities hereunder.
Clause 2.
2.1
means the terms and conditions as annexed to the Account Application Form in
respect of the Trading Account, and which definition shall include any variation,
amendment or modification thereto from time to time.
Establishment of Account(s)
Accounts
The Beneficiary agrees to Custodian opening one or more accounts in the Beneficiary’s name (collectively known as “the
Account” and where the context so permits, shall include any one or more of such account). The Accounts shall consists
of the Securities delivered to and received by the Custodian. The Custodian may at any time, in its sole discretion and
without any liability to the Custodian, refuse to accept any securities, whether delivered to it by the Beneficiary or
otherwise, for the inclusion of in the Account without the need to assign any reasons thereto.
2.2
Securities Account
The Beneficiary hereby authorises the Custodian, where required, to open the Securities Account for the purpose of
safekeeping and/or settlement of the Securities.
2.3
Trading Account
Where the Beneficiary intends to trade in securities listed on the Stock Exchanges through the Custodian, the Beneficiary
hereby requests and authorises the Custodian to open the Trading Account with AmSecurities, upon execution of the
Terms and Conditions of Securities Trading, to trade in securities listed on the Stock Exchanges on behalf of the
Beneficiary.
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Clause 3.
3.1
3.2
Services of the Custodian
The Custodian is hereby appointed and authorised to perform all or any of the following, but reserves the absolute right to
refuse to do so if, in its absolute opinion, there are grounds for such refusal:
3.1.1
To hold or to arrange for the Securities to be held in safe custody;
3.1.2
To deliver the documents of title and any other instruments relating to such Securities to the Beneficiary or to the
order of the Beneficiary in accordance with the Beneficiary’s instructions but at the risk of the Beneficiary;
3.1.3
To collect and/or receive, for the account of the Beneficiary, all income and other payments and distributions
attributable to or in respect of the Securities;
3.1.4
To receive and hold for the account of the Beneficiary, all securities received by the Custodian as a result of a
stock dividend, share sub-division or reorganisation, capitalisation of reserves or otherwise;
3.1.5
To deal with bonus issues, warrants and other similar interests offered to or received by the Custodian;
3.1.6
Where securities are registered in the name of the Custodian or the Custodian’s nominees or any of its agents
or any other person appointed by it:
(i)
to notify the Beneficiary of all notices and financial information received by the Custodian which
requires action to be taken by the Beneficiary in relation to such securities and to seek instructions as
to any action to be taken in connection therewith; and
(ii)
to execute proxy forms when requested by the Beneficiary to enable the Beneficiary to attend any
meeting and/or exercise the voting rights attached to or in relation to the Securities, if any, subject
always to the limitations imposed on proxies, if any;
3.1.7
Generally, to act on and give effect to the instructions of the Beneficiary and to do, carry out and/or perform any
or all actions whatsoever which the Beneficiary may have the power to do, carry out or perform in relation to the
Securities Account (if relevant) and/or the Trading Account (if relevant), including without limitation to and to
executing all necessary documents and/or forms issued by or required by MCD and/or AmInvestment Bank
Berhad on behalf of the Beneficiary; and
3.1.8
To commence, prosecute, defend, continue and/or discontinue all actions, including without limitation to legal
proceedings, claims and demands in respect of any of the matters set out in Clauses 3.1 and 3.2 herein with
power to compromise or to submit to judgment or order in any such actions or legal proceedings as aforesaid.
In addition to Clause 3.1 above, where the Beneficiary intends to trade in securities listed on the Stock Exchanges through
the Trading Account, the Custodian shall also be authorised to perform all or any of the following but reserves the absolute
right to refuse to do so if, in its absolute opinion, there are grounds for such refusal:
3.2.1
To purchase or subscribe for any type of security or other investment in accordance with the Beneficiary’s
instructions and following receipt of sufficient funds required for the purpose unless the Custodian shall allow
such other terms of payment from time to time in its sole and absolute discretion;
3.2.2
To sell or otherwise dispose of the Securities or any part(s) thereof and to deal with any proceeds in
accordance with the Beneficiary’s instructions;
3.2.3
To agree upon the terms of, enter into and execute all agreements, forms, arrangements, undertakings,
indemnities, transfers, assignments, guarantees and deeds and to do such things for and on behalf of the
Beneficiary as the Custodian may deem necessary or expedient and at such time(s) as the Custodian shall
deem fit in respect of or in relation to the trading under the Trading Account;
3.2.4
To open, carry on, supervise, conduct, manage and operate the Securities Account and the Trading Account
and to execute all necessary documents and/or forms issued by or required by MCD and/or AmInvestment
Bank Berhad, whether on behalf of the Beneficiary or otherwise, to give effect to the same;
3.2.5
To issue, communicate, convey and/or transmit instructions, notices, requests, orders and/or demands in the
manner as the Custodian shall see fit in its absolute discretion, to such officers, servants, employees, dealer’s
representative of AmInvestment Bank Berhad with full power and authority to assent, consent and agree to any
modifications, variations, additions and amendments as and when the Custodian may have been instructed by
the Beneficiary in the manner as set out in Clause 5 herein;
3.2.6
To deliver to AmInvestment Bank Berhad the certificates or other evidence of title, transfer deeds or other
instruments of transfer in respect of any Securities sold or acquired under the Trading Account; and
3.2.7
To receive and collect certificates or other evidence of title, transfer deeds or other instruments of transfer in
respect of any Securities sold or disposed off under the Trading Account, cheques, sales proceeds and all
other moneys payable or due to the Beneficiary under the Trading Account, with full power to give receipts and
discharges for the same.
3.3
In providing the services contemplated in this Agreement (“the Services”), the Custodian shall maintain records which
identify the Securities attributable to the Beneficiary.
3.4
The Custodian is authorised but not obliged, at its discretion, to take such steps as it may consider expedient to enable it
to provide the Services and to exercise its powers under this Agreement, including the right -
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3.4.1
to comply with any law, regulation, order, directive, notice or request of any government agency (whether or not
having the force of law) requiring the Custodian to take or refrain from action;
3.4.2
to withhold and/or make payment of any taxes or duties payable on or in respect of Securities on behalf of the
Beneficiary;
3.4.3
in the absence of or delay in receiving instructions from the Beneficiary in response to a request for the same,
to refrain from acting without any liability to the Beneficiary; and
3.4.4
to participate in and to comply with the rules and regulations of any system which provides central clearing and
settlement facilities in respect of Securities.
3.5
The Custodian shall be under no duty to investigate, participate in or take any action concerning attendance at meetings,
voting or other rights or enforcement of rights of whatever nature attaching to or derived from the Securities except in
accordance with the instructions of the Beneficiary where securities are registered in the name of the Custodian or the
Custodian’s nominees or any of its agents or any other person appointed by it and have been deposited in the Securities
Account and upon such conditions and indemnities and provisions for expenses as the Custodian may require in its
discretion.
3.6
The Custodian may appoint any other person as its nominee or agent to perform any of the services on its behalf and may
delegate any of its powers under this Agreement to such person.
Clause 4.
Registration
4.1
Subject to any specific instructions from the Beneficiary, the Custodian shall be absolutely entitled to register the
Securities, ordinarily held in registered form, in the name of the Custodian, the Custodian’s nominee(s) and/or the
Custodian’s agents.
4.2
The Custodian shall not be responsible for monitoring, claiming or doing any other acts in relation to dividends, rights, bonus
and any other entitlements or schemes of arrangement in connection with the Securities which are not registered in the
name of the Custodian.
Clause 5.
Instructions
5.1
The Beneficiary shall certify or cause to be certified to Custodian in writing the names and specimen signatures of all
persons authorised (“the Authorised Person(s)”) to give instructions, notices or other communications. Such certification
shall remain effective and binding on the beneficiary until Custodian receives written notice to the contrary.
5.2
Unless otherwise agreed to by the Custodian, the Beneficiary shall give any instructions, notice or other communication
called for by this Agreement to the Custodian in writing, or by authenticated telecommunications facilities or other form of
electronic communication agreed upon in writing from time to time. All such instructions, notices or communications shall
be deemed effective upon receipt by Custodian and shall continue in full force and effect and binding on the Beneficiary
until canceled or superseded by new instructions, notices or communications from the Beneficiary Provided always that
nothing herein contained in this Agreement shall invalidate anything done by the Custodian pursuant to the earlier
instructions, notices or communication prior to the receipt of the new instructions, notices or communications
5.3
The Custodian shall be entitled, at its discretion but is not obliged to, accept instructions believed by it to have emanated
from the Beneficiary or the Authorised Person(s) and, if it acts in good faith on such instructions, such instructions shall
be binding on the Beneficiary and the Custodian shall not be liable for doing so, whether or not the instructions were given
by the Beneficiary or the Authorised Person(s) and the Custodian shall not be under any duty to verify the identity of the
person(s) giving those instructions or the accuracy or truth of such instructions.
5.4
The Custodian reserves the absolute right to refuse to act on the instructions of the Beneficiary and/or the Authorised
Persons, if in its absolute opinion, there are grounds for doing so but the Custodian shall not be bound to furnish the
Beneficiary with any reason thereto.
Clause 6.
6.1
Declarations, Representation and Warranties
The Beneficiary hereby declares, represents and warrants to the Custodian as follows:
6.1.1
that the particulars of the Beneficiary as furnished to the Custodian are true and accurate in all respects and will
continue to be true and accurate in all respects at all times during the subsistence of this Agreement;
6.1.2
that the opening, use and operation of the relevant Trading Account shall be governed by the terms and
conditions contained in the Trading Account Terms and Conditions and the opening, use and operation of the
Securities Account shall be governed by the terms and conditions contained in this Custodian Agreement, the
Trading Account Terms and Conditions and subject to any guidelines, rules and regulations (whether having a
force of law or otherwise) as may be prescribed by law and/or MCD or any other approved central depository
or regulatory body;
6.1.3
that the Beneficiary shall be deemed to be fully aware of and understand the terms, conditions contained in the
Trading Account Terms and Conditions whether we actually have perused through the same or otherwise;
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6.1.4
that the Beneficiary shall be fully responsible to AmInvestment Bank Berhad for all of the liabilities and obligations
of or incurred by the Custodian on behalf of the Beneficiary in respect of the Trading Account;
6.1.5
that the Beneficiary is and shall remain at all times the ultimate and absolute beneficial owner of the Securities
and the party entitled to all rights, title and interest in and to the Securities that are held in the Securities Account;
and
6.1.6
that the Beneficiary is fully aware of the relevant laws and regulations which are in force in Malaysia governing
the dealing of securities in Malaysia and that the Beneficiary shall observe, and comply with the same; and
6.1.7
that the Beneficiary is not a bankrupt or wound up (as the case may be) and has not been declared a defaulter
by the KLSE or any other Stock Exchanges at any time to date.
Clause 7.
7.1
Income and Capital Distribution
Subject to Clause 11.4 herein, the Custodian shall pay to the Beneficiary all collection or receipt of dividends and credit
bonuses, distributions, benefits and other things of value with respect to the Securities at any time whilst they are
registered in the name of the Custodian or the Custodian’s nominees or any of its agents or any other person appointed
by the Custodian.
Clause 8.
Statements
8.1
The Custodian shall provide the Beneficiary with periodic written statements with full disclosure concerning the identity
and quantity of the Securities held by the Custodian as at the date of the statements or as at the date stated in the
statements and such other information as shall be mutually agreed upon between the Beneficiary and the Custodian. The
reports shall be furnished on a monthly basis or at such intervals as agreed between the Custodian and the Beneficiary
from time to time.
8.2
The beneficiary shall examine such statements and will notify the Custodian within seven [7] working days of the dates
of such reports of any alleged errors/omissions and/or discrepancy between the instructions purportedly given by
the Beneficiary or any of the Authorised Persons and the situation as indicated in the statements. Failure to do so shall
render a report binding upon the Beneficiary and shall further render the Custodian free from all liabilities for such alleged
errors/ omissions. Notwithstanding the foregoing, the Custodian shall be entitled at any time to correct any discrepancy,
error and/ or mistakes in the statements, whether at the request of the Beneficiary or otherwise.
Clause 9.
Responsibilities and Liabilities of the Custodian
9.1
The provision of the Services does not constitute the Custodian as trustee and the Custodian shall have no trust or other
obligations in respect of the Securities except those contained in this Agreement or as otherwise agreed by the Custodian
in writing.
9.2
The Custodian is not acting under this Agreement as an investment manager or investment advisor to the Beneficiary.
9.3
The Custodian shall not be liable for any taxes or duties payable on or in respect of the Securities nor for any diminution
in the value of the Securities.
9.4
The Custodian shall not be liable for losses of any kind which may be incurred by the Beneficiary (whether or not the
Beneficiary is insured) as a result of the provision of the Services by the Custodian or as a result of the Custodian
exercising any or all of its rights and discretion as herein provided in this Agreement unless due to the gross negligence
or willful default of the Custodian in which event the liability of the Custodian shall not exceed the market value of the
Securities and/or the Other Assets at the time of such gross negligence or willful default, in respect of which the loss or
damage is found to have arisen.
Clause 10.
10.1
Indemnity
The Beneficiary shall indemnify the Custodian and each and every of the
person appointed by it and their respective officers and employees and
against any and all claims, liabilities, damages, fees, costs and expenses
them and all actions or proceedings which may be brought against any of
Custodian’s nominees, agents and any other
keep the same fully indemnified at all times
of any kind which may be incurred by any of
them in connection with:
10.1.1
the provision of the Services;
10.1.2
the Custodian relying on any of the Beneficiaries declarations, undertakings, covenants, representations and
warranties herein;
10.1.3
the Custodian having, at the request the Beneficiary, opened the Securities Account;
10.1.4
the enforcement or attempted enforcement of the rights and/or remedies of the Custodian herein contained in
this Agreement against the Beneficiary, including without limitation to any legal fees (on a solicitor and client
basis); and
10.1.5
the Custodian having incurred obligations to any third party, including without limitation to AmInvestment Bank
Berhad in the course of carrying out its obligations and covenants herein contained and in the provision of the Services.
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10.2
The indemnity referred to in Clause 10.1 shall survive the termination of this Agreement.
Clause 11.
Remuneration / Compensation
11.1
The Beneficiary shall, forthwith upon the notice from the Custodian, pay fees to the Custodian for the provision of the
Services for such amount as may be prescribed by the Custodian from time to time.
11.2
The Beneficiary shall also forthwith upon the notice from the Custodian, pay to and/or reimburse the Custodian all other
costs and expenses incurred by the Custodian or the Custodian’s nominees or any of its agents or any other person
appointed by it in the provision of the Services.
11.3
A certificate as to the nature and amount of fees, costs and expenses payable and/or reimbursable by the Beneficiary
under this Agreement signed by any duly authorised officer of the Custodian shall be conclusive evidence against the
Beneficiary of such fees, costs and expenses save and except for manifest errors.
11.4
If any of the fees and expenses referred to in Clauses 11.1 and 11.2 remain outstanding after they have become due and/
or reimbursable and payable, the Custodian shall, in addition to any other rights conferred by law or in this Agreement:-
11.5
11.4.1
be entitled to debit automatically and/or set off against any account of the Beneficiary with the Custodian in or
towards settlement of such outstanding amount(s); and
11.4.2
unless otherwise prohibited by law, have a lien over the Securities with the power to sell any or all of the
Securities in or towards settlement of such outstanding amount(s);
All payments and/or reimbursements under this Clause 11 shall, unless otherwise determined by the Custodian, shall be in
Ringgit Malaysia.
Clause 12.
Communications
12.1
Subject to Clause 5 above and unless otherwise expressly provided, any notice or communication to be given under this
Agreement shall be in writing and may be given or sent by in writing (and in the case of the Custodian, under the hand of
any of our officer or attorney or by a solicitor or firm of solicitors purporting to act for the Custodian) and is deemed to be
sufficient if given on behalf of the party concerned, by hand, ordinary or registered post, facsimile addressed to the
addresses of the parties first hereinabove set out or to the registered address (if applicable) or last known address of the
parties.
12.2
Any notice or communication shall be deemed to have been duly served upon and received by the addressee 12.2.1
if delivered by hand, at the time of delivery;
12.2.2
if sent by ordinary or registered post,
12.2.3
12.3
(i)
in respect of the Beneficiary, within three (3) days of the date of dispatch; and
(ii)
in respect of the Custodian, at the time of actual receipt of such registered post, ordinary post or other
fast postal service; and
if transmitted by way of facsimile transmission, at the time of transmission.
Change of address
No change in the address of the parties hereto as specified in this Clause 12 howsoever brought about shall be effective
or binding on either party unless that party has given to the other actual notices of such change of address and nothing
done in reliance on this Clause 12 shall be affected or prejudiced by any subsequent change in the address of one party
which the other party has no actual knowledge of at the time act or thing was done or carried out.
Clause 13.
Termination
13.1
This Agreement may be amended at anytime by a written instrument signed by the parties. Either party may terminate this
Agreement upon 30 days’ written notice to the other unless the parties mutually agree on a different time period.
Notwithstanding the foregoing, the Custodian however, may give notice of immediate termination to the Beneficiary any
time after the Beneficiary has contravened any of the provisions of this Agreement, including without limitation to Clause
6 herein.
13.2
Any termination of this Agreement and any withdrawals of Securities, whether or not following termination, shall be
without prejudice to the right of the Custodian to settle any transactions entered into or to settle any liability incurred by the
Beneficiary under this Agreement or by the Custodian on behalf of the Beneficiary prior to termination and/or at the
discretion of the Custodian, to cancel any unexecuted instructions. The Beneficiary shall remain liable for all cost and
expense incurred as a result of the Custodian settling such transactions and/or cancelling any unexecuted instructions.
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13.3
Upon such termination, Custodian shall transfer or cause to be transferred the Securities to a successor custodian
designated by Beneficiary or, if a successor custodian has not accepted an appointment by the effective date of
termination of the Account as Beneficiary shall otherwise direct.
Clause 14.
14.1
Nothing in this Agreement shall prevent :
14.1.1
the Custodian or any subsidiary or associate of Custodian from acting as custodian and or manager or in any
other capacity whatsoever for any other company or body or persons on such terms as it may arrange and
Custodian shall not be deemed to be affected with notice of or to be under any duty to disclose to Beneficiary
and/or Beneficial Owner any act or thing which may come to the knowledge of Custodian or any such
subsidiary or associate or any of their servants or agents on the course of so doing or in any manner
whatsoever otherwise than in the course of Custodian carrying out its obligations hereunder; and
14.1.2
the Custodian or any subsidiary or associate of Custodian from contracting or entering into any financial,
banking, commercial, advisory or other transaction with any company or body any of whose shares, stocks or
bonds shall for the time being form part of the Securities of the Beneficiary or from being interested in any such
contract or transaction and neither Custodian nor any such subsidiary or associate shall be liable to account to
Beneficial Owners for any profits or benefits made or derived by or in connection with any such contract
transaction or dealing.
Clause 15.
15.1
Force Majeure
The Custodian shall be in any way whatsoever liable to the Beneficiary or to any party for any delay in performing or failure
(in part or in whole) to perform any or all of its obligations under this Agreement if the delay or failure results from events
or circumstances outside the control of the Custodian, including without limitation to any acts of war, nationalisation,
expropriation, currency restrictions, terrorism, insurrection, revolution and/or any other acts of God and such delay of
failure shall not be deemed to constitute a breach by the Custodian of any of its obligation under this Agreement.
Clause 16
16.1
Non-exclusivity
Miscellaneous
No Waiver
No act or omission by the Custodian pursuant to this Agreement shall affect its rights, powers and remedies hereunder or
any further or other exercise of such rights, powers or remedies.
16.2
Knowledge or acquiescence
Knowledge or acquiescence by any party of, or in, any breach of any of the provisions of this Agreement shall not operate
as, or be deemed to be, a waiver of such provisions and, notwithstanding such knowledge or acquiescence, such party
shall remain entitled to exercise its rights and remedies under this Agreement, and at law, and to require strict performance
of all of the provisions of this Agreement.
16.3
Assignment
Unless otherwise permitted under this Agreement, neither the Custodian nor the Beneficiary may assign or transfer any
of its rights or obligations hereunder without the prior written consent of the other and provided this Agreement shall inure
for the benefit of the Custodian and for the benefit of its successors in title or assignee including any person to which the
whole or any part of the operations of the Custodian may from time to time be transferred or vested by operation of law
or otherwise.
16.4
Disclosure
The Beneficiary hereby consents and authorises the Custodian to disclose, to the extent as the Custodian shall deem
necessary in its sole and absolute discretion, any and all information or documents it has concerning the Beneficiary, the
Securities Account and any other account(s) maintained by the Beneficiary with the Custodian and the Services or any
other matters pertaining to the Services and this Agreement to any other person appointed by it in connection with the
performance of the Services, the related companies of the Custodian, assigns or any other party as the Custodian shall
deem fit and/or as required by any law, regulation or directive, whether or not having the force of law.
16.5
Privacy
16.5.1
The Beneficiary confirm that he/she read, understood and agreed to be bound by the Privacy
Notice of AmInvestment Bank Berhad (which is available at www.amesecurities.com.my) and the clauses herein,
as may relate to the processing of his/her personal information. For avoidance of doubt, the Beneficiary
agree that the said Privacy Notice shall be deemed to be incorporated by reference into this
Agreement.
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16.5.2
In the event the Beneficiary provide personal and/or financial information relating to third
Parties, including information relating to his/her next-of-kin and dependents (for individual
Beneficiary) of information relating to its directors, shareholders, officers, individual
Guarantors and security providers (for Beneficiary which is a corporation), for the purpose
of opening or operating the Facility with the Custodian or otherwise subscribing to the
Custodian’s products and services, the Beneficiary:
a.
b.
c.
d.
16.5.3
16.5.4
Confirm that he/she has obtained their consent or are the otherwise entitled to provide the
information to the Custodian and for the Custodian to use it in accordance with this
Agreement;
Agree to ensure that the personal and financial information of the said third parties is accurate;
Agree to update the Custodian in writing in the event of any material change to the said
personal and financial information; and
Agree to the Custodian’s right to terminate the Facility should such consent be withdrawn by
any of the said third parties
Where the Beneficiary instruct the Custodian to effect any sort of cross-border transaction (including
to make or receive payments), the details relevant to the cross-border transaction (including
information relating to those involved in the said transaction) may be received from or sent abroad,
where it could be accessible (whether directly or indirectly) by the Custodian’s agent abroad,
overseas regulators and/or authorities in connection with their legitimate duties (e.g. the prevention
of crime). In instructing the Beneficiary agree to the above said disclosures on behalf of the
Beneficiary and others involved in the said cross-border transaction.
Additionally, but always subject to any laws, (including regulations, guidelines and/or obligations)
applicable to the Custodian (whether in or outside Malaysia), the Beneficiary agree that other
companies in the AmInvestment Bank Berhad, their merchants and strategic partners may contact
the Beneficiary about products, services and offers, which the Custodian and AmInvestment Bank
Berhad believe may be of interest or beneficial to the Beneficiary.
16.5.5
The Custodian and AmInvestment Bank Berhad may communicate with the Beneficiary through
various channels including telephone, e-mail, electronic/mobile messaging, facsimile or post, using
the contact information the Beneficiary has provided.
16.5.6
The Beneficiary may inform the Custodian at any time if the Beneficiary does not wish to receive
marketing communications from the Custodian, AmInvestment Bank Berhad and/or their merchants
and business partners, by contacting the Custodian at the various channels given below:
Phone:
Fax:
E-mail:
Mail:
16.6
Nominees Officer
603 – 2036 1421
603 – 2026 3946
[email protected]
11th Floor, Bangunan AmBank Group, 55 Jalan Raja Chulan, 50200 Kuala Lumpur.
16.5.7
The Beneficiary’s latest written instructions to the Custodian will prevail. The Beneficiary
acknowledges that certain communications such as the statements of Facility to the Beneficiary
and AmInvestment Bank Berhad’s websites may contain standard information regarding other
products and services of the Custodian and the AmInvestment Bank Berhad that cannot be removed
without affecting the delivery/operation provision of the Facility and/or without additional costs to the
Beneficiary.
16.5.8
Even after the Beneficiary have provided the Custodian with any information, the Beneficiary
will have the option to withdraw the consent given earlier. In such instances, the Custodian will
have the right to not provide or discontinue the provision of the Facility that is/are linked with
such information.
16.5.9
The Custodian reserves the right to amend this Section from time to time at the Custodian’s sole
discretion by providing to the Beneficiary.
16.5.10
This section shall be without prejudice to Section 16.4 of this Agreement on Disclosure of
Information.
Severability
Each of the provisions of this Agreement is severable and distinct from the others and, if one or more of such provisions
is or becomes illegal, invalid or unenforceable, the remaining provisions shall not be affected in any way.
16.7
Governing Law and Jurisdiction
16.7.1
This Agreement is governed by and shall be construed in accordance with the laws of Malaysia.
16.7.2
The Beneficiary submits to the non-exclusive jurisdiction of the Malaysian Courts.
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16.8
Reconstruction
The rights and obligations created by this Agreement shall continue to be valid and binding for all purposes whatsoever
notwithstanding any change by amalgamation reconstruction or otherwise which may be made in the constitution of the
Custodian or of any company by which the business of the Custodian may for the time being be carried on and shall be
available to the company carrying on that business for the time being and similarly the rights and obligations created by this
Agreement shall continue to be valid and binding for all purposes whatsoever notwithstanding any change in the
constitution of the Beneficiary (where relevant), and it is expressly declared that no change of any sort whatsoever,
including but not limited to amalgamation, incorporation, liquidation, reconstruction, winding-up, in relation to or affecting
the parties shall in any way affect the rights and obligations created hereunder in relation to any transaction
whatsoever whether past present or future.
16.9
Counterparts
This Agreement may be executed in any number of counterparts or duplicates each of which shall be an original, but such
counterparts or duplicates shall together constitute but one and the same agreement.
16.10
Time of the essence
Time wherever mentioned shall be of the essence of this Agreement, both as regards the dates and periods specifically
mentioned and as to any dates and periods which may be agreed in writing between the parties be substituted for them.
16.11
Amendments
The Custodian reserves the right at any time and from time to time to add, modify, alter and or amend any of the terms and
conditions of this Agreement by giving notice in writing to the Beneficiary and any such modification, alteration and or
amendment shall take effect from the date specified in the notice.
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EXECUTED:
Signed for and on behalf of
the Custodian,
)
)
)
)
)
)
)
in the presence of :
……………………………………………….
By Its Authorised Signatory(ies)
(Individual Beneficiary)
Signed by the Beneficiary
in the presence of:
)
)
)
………....................................................
(Corporate Beneficiary)
The Common Seal of the
Beneficiary,
[
]
was hereunto affixed in
accordance with its constitution
in the presence of:
)
)
)
)
)
)
...............................................
...................................................... Director
*Director/Secretary
Name :
NRIC No:
Name :
NRIC No:
* Delete where inapplicable
...............................................
...................................................... Director
*Director/Secretary
Name :
NRIC No:
Name :
NRIC No:
* Delete where inapplicable
AMIB/NOMS(T&A)/MAR 2007
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