(TERMS AND CONDITIONS FOR OPENING A BROKERAGE ACCOUNT)

DECLARATION

I/we the undersigned whose information is given in the Brokerage Application Form hereby request to be registered as a client of TSSL and to open a brokerage account in my/our name. I/we further agree and confirm that the account hereby requested to be opened by me/us shall be held and governed by the terms and conditions of this agreement as provided hereinafter and as may be modified from time to time by TSSL.

TERMS AND CONDITIONS

Instructions: A written instruction shall be given to TSSL from time to time to purchase and/or sell Investment (which shall mean and include stocks, debentures, mutual funds and private placement) on behalf of the account holder. On receipt of such instructions along with a cash deposit or delivery of shares, TSSL shall so far as TSSL considers it reasonably practicable, purchase and/or sell Investments in accordance with those instructions, provided always that (i) any such dealings do not contravene any applicable laws or regulations, (ii) TSSL shall have an absolute discretion to accept or reject purchase/sell instructions and (iii) account holder's instruction shall include the following details.

• The name of the Investment
• Quantity
• Price with notification of limit or discretion
• The duration of the order
• The nature of the lot (i.e. scrip size) for sale or the desired format for purchase order (See Note)
• The order should specify completion formats of:
• All or partial fill with minimum trade value or number of shares.
• Mode of execution i.e. DVP (delivery versus payment/NON DVP (non-delivery versus payment)

(Note: The number of shares constituting a market lot may change; Sellers must include the exact format of their holding. This has a direct impact on market pricing given the predominantly retail nature of the market. Traders may fail where non-agreed lot sizes are delivered.)

Joint Accounts: If this is a joint account, unless the account holders notify TSSL otherwise and provide such documentation, as TSSL may require, the brokerage account(s) shall be held by the account holders jointly with rights of survivorship ( payable to either or the survivor). Each joint tenant irrevocable appoints the other as attorney-in-fact to take all action on his or her behalf and represent him or her in all respects in connection with this Agreement. TSSL shall be fully protected in acting but shall not be required_ to act upon the instructions of either of the account holder. Each of the account holder shall be liable, jointly and severally, for any amounts due to TSSL pursuant to this Agreement, whether incurred by either or both of the account holder.

Jumbo and Market Lots: When an account holder wishes to sell stock, he/she must inform TSSL as to the format of the lot being sold, for example -5,000 shares in 1O's and 2,000 in 5' s (Jumbo lots are difficult to split with the company and so face a considerable discount to market prices).

Risk: The account holder understand(s) that the stock market is a rapidly changing market and that there is an inherent risk in incurring loss in share dealings.

Limit Orders: While TSSL will endeavor to purchase or sell the Investment within the limits of the prices that may be notified by the account holder. TSSL does not guarantee or assure that the transactions will be materialized within such notified limits. TSSL will always endeavor to obtain the best price.

Agents: TSSL is authorized to employ other brokers as agents to perform all or part of its duties under these terms and conditions and to provide information regarding the Account to such agents. TSSL may seek and act on an opinion from any lawyer, accountant or other expert and shall not incur any liability by acting upon such opinion.

Associated Companies: TSSL may purchase and/or sell Investments on behalf of the account holder by placing orders with itself and any other company whether acting as underwriters, investment managers, merchant or commercial banks, registered or licensed deposit-takers, brokers, dealers or otherwise, or with any other brokers and dealers as TSSL in its sole discretion may decide.

Dhaka and Chittagong Stock Exchange Rules: All transactions duly concluded through and recognized by the Dhaka Stock Exchange Limited (hereafter DSE) and the Chittagong Stock Exchange Limited (hereafter CSE) are governed by the respective Rules of DSE and CSE relating to trading and settlement in particular and will be binding on both the parties concerned.

Payment and Disclosure: TSSL shall not be obliged to make any payment on behalf of the account holder. TSSL may disclose information regarding the account holder or his/her dealings in relation to this agreement to any department of any government or public body upon request, whether or not such request is in fact legally enforceable, and TSSL will not be liable in any way to account holder for so doing.

Cancellation Provisions: TSSL is authorized, in its discretion, should the undersigned die or should TSSL for any person whatever deem it necessary for its protection, without notice, to cancel any outstanding orders in order to close out the accounts of the account holder, in whole or in part, or to close out any commitment made on behalf of the account holder.

Indemnity: In the event of a default, omission or act committed by TSSL as a broker/member of the DSE the account holder shall be indemnified if and only as provided by the Rules and Regulations of the DSE.

Confirmations and Statements: TSSL shall use its best endeavors to provide the account holder with (a) written confirmation of each transaction it has effected on instructions, and (b) contract notes (in such form as TSSL shall determine) setting forth (i) details of the trade date, value date, settlement date, quantity, price, commission rate and DSE “Howla" number or equivalent provided also that the account holder does hereby agree and undertake to confirm in writing beforehand of all my instructions.

Fees and Expenses: The account holder will pay a brokerage commission of_____________, and any other related expenses and charges that may from time to time be applicable, Every transaction concluded through and recognized by the DSE is subject to transaction levies or other fees imposed by the DSE. The account holder understands that the rate of commission may be changed from time to time.

Set-off: TSSL shall be entitled to, in respect of all commission, costs, charges or expenses, set-off from any monies from time to time held by TSSL for the account holder and if such monies are insufficient for the purpose, to sell any Investments held by TSSL or any of its agents on behalf of the account holder.

Period: This Agreement shall remain in force for a period of ______ months/years from the date of signing.

Terminations: This agreement will stand terminated:

• (i) Upon the expiry of the period of this Agreement unless renewed upon mutual agreement between TSSL and the Account Holder.
• (ii) Before the expiry of the period of this Agreement, if either TSSL or the Account Holder gives-months' notice. Termination shall not absolve the parties from completing accounts and adjusting any outstanding dues.

Assignment: The benefit and burden of this Agreement is capable of assignment by both the account holder and TSSL without the consent of the other but the notice of assignment must be given to the other in writing.

Force Majeure: TSSL shall not be liable for any loss, damages, expenses, costs or otherwise resulting directly or indirectly from any Government restriction, exchange ruling, suspension of trading, war, strike, national disaster or any other event or circumstance beyond its control.

Forged Shares: TSSL shall not be liable or responsible for any shares that are found to be forged. However, TSSL will make every attempt to replace the forged shares from the seller.

Law: The terms and conditions contained herein shall be governed by and constructed in accordance with the laws of Bangladesh.

Notices:

• (a) All notices, instructions or other communications shall be given English and in writing or orally (facsimile, telex, telegram, cable or letter) and shall be sent to TSSL and the account holder at the address, fax and/or telex number shown herein or at such other address as may be communicated by the parties hereto in writing.
• (b) Proof of delivery or dispatch shall be:
  • i) in the case of a letter: dispatch of the letter duly stamped and addressed.
  • ii) In the case of facsimile, telex, telegram or cable on the day of dispatch.
• (c) All oral notices, instructions or other communications should be confirmed in writing.

Definitions: Words defined herein save where a contrary meaning appears or such meaning is inconsistent with the context shall have this same defined meaning wherever used.

Sums Dues: For all purposes, including any legal proceedings, a certificate by any of TSSL officers confirming the monies and/or liabilities for the time being due and/or incurred to by the account holder shall be conclusive evidence thereof against him/her.

Disputes and Resolutions of Dispute: In case of any dispute arising between the TSSL and account holder in connection with the interpretation or enforcement of the terms and conditions contained herein, attempts should be made to settle the matter amicable, in case of failure to settle the matter amicable, the same shall be referred to arbitration of two Arbitrators, each to be nominated by the parties who shall also appoint an Umpire. The decision of the Arbitrators, so nominated, shall be binding on both the parties. In case the Arbitrators differ in their finding, the decision of the Umpire shall be final and binding on the parties. The arbitration shall be conducted in, accordance with the Arbitration Act 1940.

Terms & Conditions - Bye Laws 7.3, 3(c)

CDBL Participant, Dhaka //Chittagong // Sylhet

Dear Sir,
Please open a Depository account (BO Account) in my/our names(s) on the terms and conditions set out bellow. In consideration of Green Delta Securities Limited (the *CDBL Participant*) opening the account providing depository account facilities to me/us, I/we have signed the BO account Opening Form as a token of acceptance of the terms and conditions set out below.

• 1. I/we agree to be bound by The Depositories Act, 1999, Depositories Regulations, 2000, The Depository (user) Regulations 2003, and abide by the Bye Laws and Operating Instructions issued from time to time by CDBL.
• 2. CDBL shall allocate a unique identification number to me /us (Account Holder BO ID) for the CDBL Participant to maintain a separate Account for me/us, unless the I/we Instructs the CDBL Participant to keep the securities in an Omnibus Account of the CDBL Participants. The CDBL Participant shall however ensure that my/our securities shall not be mixed with the CDBL Participant's own securities.
• 3. I/we agree to pay such fees, charges and deposits to the CDBL Participant as may be mutually agreed upon, for the purpose of opening and maintaining my/our account, for carrying out the instructions and for rendering such other services as are incidental or consequential to my/our holding securities in and transacting through the said depository account with the CDBL Participant.
• 4. I/we Shall be responsible for:
  • (a) The veracity of all statements and particulars set out in the account opening form, supporting or accompanying documents;
  • (b) The authenticity and genuineness of all certificates and/or documents submitted to the CDBL Participant along with or in support of the account opening form or subsequently for dematerialization
  • (c) Title to the securities submitted to the CDBL Participant from time to time for dematerialization;
  • (d) Ensuring at all times that the securities to the credit of my/our account are sufficient to meet the instructions issued to the CDBL Participant for effecting any transaction /transfer.
  • (e) Informing the CDBL Participant at the earliest of any changes in my/our account particulars such as address, bank details status, authorizations, mandates, nomination, signature, etc.
  • (f) Furnishing accurate identification details whilst subscribing to any issue of securities.
• 5. I/we shall notify the CDBL Participant of any change in the particulars set out in the application form submitted to the CDBL Participant at the time of opening the account or furnished to the CDBL Participant from time to time at the earliest. The CDBL Participant shall not be liable or responsible for any loss that may be caused to me/us by reason of my/our failure to intimate such change to the CDBL Participant at the earliest.
• 6. Where I/we have executed a BO Account Nomination Form
  • (a) In the event of my/our death, the nominee shall receive/draw the securities held in my/our account
  • (b) In the event, the nominee so authorized* remains a minor at the time of my/our death, the legal guardian is authorized to receive /draw the securities held in my/our account.
  • (c) The nominee so authorized, shall be entitled to all my/our account to the exclusion of all other persons i.e, my/our heirs, executors and administrators and all other persons claiming through or under me/us and delivery of securities to the nominee in pursuance of this authority shall be binding on all other persons.
• 7. I/we may at any time call upon the CDBL Participant to close my/our account with the CDBL Participant provided no instructions remain pending or unexecuted and no fees or charges remain payable my me/us to the CDBL Participant. In such event I/we may close my/our account by executing the Account Closing Form if no balances are standing to my/our credit in the account. In case any balances of securities exist in the account the account may be closed by me/us in one of the following ways:
  • (a) By rematerialization of all existing balances in my/our account;
  • (b) By transfer of all existing balances in my/our account to one or more of my/our other account(s) held with any other CDBL Participant(s);
  • (c) By rematerialization of a part of the existing balances in my/our account and by transferring the rest to one or more of my/our other account(s) with any other CDBL Participant(s).
• 8. CDBL Participant covenants that it shall
  • (a) Act only on the instructions or mandate of the Account Holder or that of such person(s) as may have been duly authorized By the Account Holder In that behalf
  • (b) Not effect any debit or credit to and from the account of the Account holder without appropriate instructions from the Account Holder.
  • (c) Maintain adequate audit trail of the execution of the instructions of the Account Holder.
  • (d) To honor or act upon any instructions for effecting any debit to the account of the Account Holder in respect of any securities unless;
    • (i) Such instructions are issued by the Account Holder under his signature or that of his/its constituted attorney duly authorized in that behalf;
    • (ii) The CDBL Participant is satisfied that the signature of the Account Holder under which instructions are issued matches with the specimen of the Account Holder or his/its constituted attorney available on the records of the CDBL Participant;
    • (iii) The balance of clear securities in the Account Holder's account are sufficient to honor the Account Holder's instructions.
  • (e) Furnish to the Account Holder a statement of account at the end of every month if here has been even a single entry or transaction during that month, and in any event once at the end of each financial year. The CDBL Participant shall furnish such statements as such shorter periods as may be required_ by the Account Holder on payment of such charges by the Account holder as may be specified by the CDBL Participant. The Account Holder shall scrutinize every statement of account received from the CDBL Participant for the accuracy and veracity thereof and shall promptly bring to the notice of the CDBL Participant any mistakes, inaccuracies or discrepancies in such statements.
  • (f) Promptly attend to all grievances /complaints of the Account holder and shall resolve all such grievances /complaints as it relate to matters exclusively within the domain of the CDBL Participant within one month of the same being brought to the notice of the CDBL Participant and shall forthwith forward to and follow up with CDBL all other grievances /complaints of the Account holder on the same being brought to the notice of the CDBL Participant and shall endeavor to resolve the same of the earliest.
• 9. The CDBL Participant shall be entitled to terminate the account relationship in the event of the Account Holder.
  • (a) Failing to pay the fees or charges as may be mutually agreed upon within a period of one month from the data of demand made in that behalf;
  • (b) Submitting for dematerialization any certificates or other documents of title which are forged, fabricated, counterfeit or stolen or have been obtained by forgery or the transfer whereof is restrained or prohibited by any direction, order or decree of any court or the securities and Exchange Commission;
  • (c) Commits or participates in any fraud or other act of moral turpitude in his /its dealings with the CDBL Participant;
  • (d) Otherwise misconducts himself in any manner.
• 10. Declaration & Signature:

  I/We confirm that the information given above is true and complete and agree to comply with the terms and conditions stated in the attached Agreement and also agree to comply with the rules governing customer accounts with Green Delta Securities Ltd. This agreement shall apply to each and every account/product of whatever nature hereinafter opened or continued in the same name(s) by the House its successors or assigns. I/We hereby acknowledge that we have read and understood the terms and conditions related to the above service request mentioned here and agreed to comply with them. I/We also hereby acknowledge that, we are fully aware of the associated risks of using the channels for any types of financial and non-financial transactions and also agreed to bear that risk. I/We also accept that, use of this services is subject to compliance of prevailing regulations and schedule of charges/pricing of Green Delta Securities Ltd.

I have read and understood the terms and conditions.