BANKING GENERAL CO N D I T I O N S

CO N T E N TS

CLAUSE 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40.
Form 200 (V.2 Rev. 09/11)

PAGE 2 4 4 4 5 5 5 9 9 9 9 9 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 14 15 16 16 17 17 17 17 18 18 19 19 19

De nitions Governing Laws And Application Of The General Conditions Contracts (Rights Of Third Parties) Act 1999 Exclusion Mandate And Authorised Signatories Accounts And Interest Loan And Overdraft Accounts Payment Services Revocation Refusal Of Instructions Unique Identi er Other Accounts And Services Cheques Currencies Negotiation And Collection Of Cheques Statements Non-issuance Of Statements Repayment Client Set-o Banks Set-o And Lien Term, Termination And Closure Of Account Security Insurance Expenses, Fees And Charges Clients Warranty And Indemnity Compliance Action By The Bank Con dentiality And References Data Protection And Privacy Statement Demands And Notices Authority To Accept Telex, E-mail, Telephone Or Facsimile Instructions Legal Jurisdiction Competent Supervisory Authority Amendments Severance Application Of The General Conditions To Partnerships, Trusts And Associations Et Al Holdmail Service Bearer Shares Joint Accounts Waiver Force Majeure Corporate Information

These are the General Conditions which apply to individual and corporate accounts with the Bank, referred to in the completed Application Form requesting the Bank to open such an account. Upon the opening of that account, these General Conditions (as may be updated by the Bank from time to time in accordance with the terms and conditions herein) will govern the Clients relationship with the Bank as customer and banker and will together comprise the agreement between the Client and the Bank. This document should be read in conjunction with the speci c terms of each service and any other speci c terms of any service. Where there is a di erence between the speci c terms and the General Conditions then, save as expressly set out to the contrary, the speci c terms will apply.

1. 1.1.

DEFINITIONS In these conditions:

"Account" means each of: (i) the account with the Bank opened by the Client pursuant to the Application Form and (ii) all other accounts which the Client may at any time have with the Bank, notwithstanding that further or other conditions may apply thereto, provided that in the event of con ict such further or other conditions shall prevail over these General Conditions; "Application Form" means, in respect of a Client that is an individual, the application to open an FBME Cyprus branch Personal/Joint Account form and, in respect of a Client that is a corporate entity, the Application to open an FBME Cyprus branch Corporate Account form, in each case as executed by the Client requesting the Bank to open an Account in the name of that Client; "ATM" means automatic teller machines at which a card issued to the Client by the Group will be accepted, which may be operated by the Group or a Third Party; "Authorised Signatories" means persons duly authorised to sign cheques and otherwise conduct and operate an Account for and on behalf of a Client in accordance with a Mandate duly completed; "Bank" means FBME Bank Ltd operating through its Cyprus branch as set out in Condition 40; "Bank's Tari " means the Bank's announced tari list of fees and charges as may be revised and updated at the Bank's discretion from time to time and as published on the Website; "Business Day" means between 08:00 hours and 17:00 hours on any day on which banks in Cyprus are open for business; "Client" means a person or persons (whether legal or natural or otherwise) holding any Account with the Bank (and shall, when the context so requires, include person(s) requesting such an Account or other services from the Bank); "Compliance Authority" means the Central Bank of Cyprus and/or any other appropriate authority and/or regulatory body, Governmental, quasi Governmental and/or otherwise charged with the task of overseeing the operations of the Bank; "Consumer" means a Client who is a natural person and who maintains and uses his Accounts for purposes other than his trade, business or profession; "Cut-O Time" means the point in time during a Business Day, as published on the Website, after which a Payment Instruction received by the Bank on that Business Day shall be deemed to have been received on the Business Day immediately following the Business Day of actual receipt of the Payment Instruction; "e-Banking" means the operation of an Account through the FBME Direct e-banking service via the Website and/or such successor or other system as the Bank may use or designate from time to time in accordance with and subject to the General Conditions and the Special Conditions as set out herein; "Force Majeure" means any delay, error, failure or interruption of performance due to any act of God, re, natural disaster, strike, terrorism, war, insurrection, civil disturbance, riot, boycott, interruption of power supply or communications service, internet problems, epidemic or any other cause not within the reasonable control of the Bank; "Group" means the Bank and any subsidiaries of the Bank; "Holdmail Service" means the service o ered by the Bank in connection with the operation of an Account whereby all communications to the Client are handled in accordance with the provisions of Condition 35; "Mandate" means, (i) in respect of a corporate Client, the section of the Application Form marked "Authorised Signatories" (or such other 2
Form 200 (V.2 Rev. 09/11)

mandate form as may be provided by the Bank from time to time) duly completed for and on behalf of a Client and granted by or with the authorisation of a resolution of the board of directors of the Client (or in the case of a company in liquidation, by a liquidator appointed in accordance with the applicable laws, or in respect of a company under a form of administration o cially recognised by the law applicable to the company, or by the administrator) and deposited with the Bank, or by a valid and e ective power of attorney noti ed to the Bank in such manner as the Bank may require; or, (ii) in the case of an individual Client or Clients in the case of a joint account, the section of the application form marked "Signing authority" (or such other mandate form as may be provided by the Bank from time to time) duly completed by a Client(s). In these General Conditions the term Mandate includes a power of attorney and in the case of e-Banking, the authorisation in the e-Banking Application (as de ned in the e-Banking Special Conditions) (whether virtual or physical), or otherwise as the Bank may permit relating to an Account; "Micro-Enterprise" means a business employing less than 10 (ten) persons and whose annual turnover and/or annual balance sheet total does not exceed EUR 2,000,000 (Euro two million), as may be amended from time to time by applicable law and regulation; "Payee" means the natural or legal person who is the holder of a Payment Services Account and is the intended recipient of monetary sums transferred to such Payment Services Account under a Payment Instruction relating to a Payment Service; "Payment Instruction" means any instruction by a Payee or Payor to a Payment Service Provider requesting execution of a Payment Service; "Payment Instrument" means the procedures, processes, devices and media put in place by the Bank with which the Client must comply in order to instruct the Bank in respect of a Payment Service; "Payor" means the natural or legal person who is the holder of a Payment Services Account and issues an order for, or allows the execution of, a Payment Service in relation to the Payment Services Account; "Payment Services" means, subject to the applicable provisions of the Payment Services Law as amended from time to time, any one or more of the activities the scope of which is set out in Condition 7.1 of the General Conditions; "Payment Services Account" means an account, whether operated by the Bank or otherwise, used for the execution of Payment Services, and references to Payment Services Account shall be deemed to include references to Account where such an Account will be used for the execution of Payment Services; "Payment Services Law" means the Law Regulating Payment Services and Other Related Matters no 128 (I) of 2009 enacted by the Republic of Cyprus, as amended from time to time; "Payment Service Provider" means bodies referenced in Paragraph (2) of Article 4 of the Payment Services Law, as amended from time to time; Security Device" means any security device and attendant protocols and procedures including, without limitation, security tokens which the Client is either required, or may elect, to use for certain functions and transactions with or via the Bank, as determined at the sole discretion of the Bank and noti ed to the Client from time to time; "Special Conditions" means special terms and conditions in relation to other Bank services or products that apply in addition to the General Conditions in relation to the conduct of Accounts including, without limitation, the special terms and conditions for e-Banking as set out herein; "Statement" means any written communication from the Bank to the Client regarding the nancial status and transaction history of the Clients Account (and for the purposes of these General Conditions shall not include oral or electronically transmitted communications); "Third Party" means any person who is neither the Client nor the Group; "Unique Identi er" means, in relation to Payment Instructions, a combination of letters, numbers or symbols speci ed to the user of a Payment Service by the Payment Service Provider and to be utilised by the user of a Payment Service to identify unambiguously the counterpart to such Payment Service and/or the users Payment Services Account and in relation to an account that is not a Payment Services Account shall be construed, solely for the purposes of de ning account identi cation information, as if the account, the provider(s) of services and the services were a Payment Services Account, a Payment Service Provider and a Payment Service respectively, as the context permits;
Form 200 (V.2 Rev. 09/11)

"Website" means the internet website of the Bank (including as used for the delivery of the e- Banking Service (as de ned in the e-Banking Special Conditions)), being www.fbme.com and/or such successor or other website as the Bank may use or designate from time to time in accordance with and subject to the General Conditions and the e-Banking Special Conditions as set out herein. 1.2. 1.3. The headings in these General Conditions are for convenience only and shall not a ect the interpretation of these General Conditions. Unless the context otherwise requires, the singular includes the plural and vice versa and the male includes the female; where there is 3

more than one person included in the expression the "Client" all the obligations of the Client are joint and several. 2. 2.1. GOVERNING LAWS AND APPLICATION OF THE GENERAL CONDITIONS These General Conditions, the relationship between the Bank and the Client and all non-contractual obligations arising in any way whatsoever out of or in connection with these General Conditions, shall be governed by, construed and take e ect in accordance with English Law; they are, and it is, further subject to applicable consumer protection, exchange control, scal, money laundering and central banking laws and regulations of the Republic of Cyprus and the European Union, however, the Bank may, at its sole discretion, choose to have the General Conditions governed by the laws of the Republic of Cyprus. In such cases an Addendum will be executed stating the change of the governing law and shall form an integral part of the General Conditions. These General Conditions are not exhaustive or exclusive; in particular, there may be further speci c terms and conditions applicable to e-Banking, special accounts, overdrafts, payment cards, lending agreements and other services provided by or arrangements made with the Bank as may, from time to time, be agreed between the Bank and the Client. Documentary Credits shall not only be subject to the conditions applying on issue, but also to the Uniform Customs and Practice for Documentary Credits issued by the Council of the International Chamber of Commerce. Copies of the additional conditions applicable to particular services are available upon request and will apply thereto in any event. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 EXCLUSION Neither these General Conditions nor any Special Conditions shall confer any bene ts on any Third Parties. No Third Party may enforce any term of these General Conditions or of any Special Conditions or of any provision contained in any document issued under these conditions. The Contracts (Rights of Third Parties) Act 1999 is hereby expressly excluded from these conditions or any other document issued pursuant thereto subject to the provisions of these conditions. 4. 4.1. 4.2. MANDATE AND AUTHORISED SIGNATORIES All cheques, instructions and orders in relation to the conduct on an Account must be signed by Authorised Signatories of the Client. The Bank shall not be required or bound to honour any cheque, instruction or order in relation to an Account that is not signed or issued by an Authorised Signatory. In particular, irrespective of any innate legal authority to conduct an Account that a director of a Client may have in accordance with the laws of incorporation of a Client that is a company, if such director is not an Authorised Signatory, the Bank shall not be bound to follow the instructions or orders of such director in respect of the conduct of an Account. An Account opened with the Bank by an administrative receiver (or equivalent) of a Client shall be treated for the purposes of these General Conditions as an Account opened by the Client and the Bank will recognise signatories authorised by such receiver. In all cases where a person claims the right to represent or stand in the shoes of a Client, whether they be a liquidator, administrator, receiver, attorney, or any person appointed by a Court having jurisdiction over the Client, such claim must be supported by such authenticated documentation as the Bank may require in the circumstances of the particular case. Any change of Mandate must be by completion of a fresh Mandate, in a form provided by the Bank to the Client, and shall not be e ective until such new Mandate has been received and accepted by the Bank. In the case of e-Banking, orders to the Bank must be given by such person or persons who shall be the Account User(s) (as de ned in the e-Banking Special Conditions) and in accordance with the Special Conditions applicable to e-Banking. The Client agrees that the Bank may act on all orders or instructions issued by an Authorised Signatory pursuant to such Mandate as may have been received by the Bank. The Bank shall not execute a transaction debiting an Account unless the Client has given prior consent to such transaction in accordance with the Mandate, save where: (a) (b) (c) (d) such execution is required pursuant to and in accordance with applicable law and regulation; or such execution is in respect of the Banks fees and charges; or such execution is in accordance with Condition 19; or such execution is deemed necessary by the Bank to reverse a previous transaction that has been credited to the Clients Account as an overpayment in error, or if the Bank, in good faith, considers the transaction to be the proceeds of fraud or material misrepresentation on the part of the Client or a Third Party.

2.2.

3.

4.3.

4.4.

4.5.

4.6.

4.7.

4.8.

The Client agrees that where insu cient funds are available on an Account or Accounts to allow for execution of a transaction contemplated under Condition 4.7, then the Bank may treat the debit balance as an unauthorised overdraft in accordance with Condition 5.1. 4 2

Form 200 (V.2 Rev. 09/11)

4.9.

Where the Bank exercises its rights under Condition 4.7 (d), the Client hereby: (a) (b) (c) waives all and any rights of claim whatsoever arising from exercise by the Bank of its rights under Condition 4.7 (d); and waives all and any defences whatsoever to exercise by the Bank of its rights under Condition 4.7 (d); and indemni es the Bank in full against all and any claims whatsoever arising from exercise by the Bank of its rights under Condition 4.7 (d).

5. 5.1.

ACCOUNTS AND INTEREST Debit balances in excess of the available funds on Accounts are not permitted without prior agreement of the Bank permitting an overdraft, and shall carry interest at the rate applicable to unplanned or unauthorised overdrafts as speci ed on the Website from time to time or such other rate as may have been agreed between the Bank and the Client. In addition, a fee may be payable by the Client in respect of the incurrence of an unplanned or unauthorised overdraft, as set out in the Bank's Tari as published on the Website from time to time. A Client may request that the Bank grant a permitted overdraft in respect of an Account in accordance with Condition 6. If a Client attempts to withdraw funds or make payments out of an Account of an amount in excess of the cleared credit balance on such Account plus the amount of any permitted overdraft (the "available funds") the Bank shall treat this as a request for an unplanned overdraft or for an increase in any existing overdraft if the Client already has one and will consider whether to agree to the Client request taking into account the individual circumstances of the Client. The Bank will not be liable to a Client if it does not agree to grant an unplanned overdraft or increase an unplanned overdraft. The Bank shall be under no obligation to grant any unplanned overdraft and if a request for such an unplanned overdraft is declined when insu cient available funds are standing to the balance of an Account to make a payment, the Client shall not be able to make such payment from the Account. The Bank will not be liable for any consequential refusal by it to honour standing orders and/or any other form of payment in the event that there are insu cient approved funds in the Account. Interest accrued and due from the Client in respect of any permitted or unplanned overdraft may be debited by the Bank to any Account of the Client. Interest shall accrue and be charged on the amount due from the Client on the Account in question on a daily basis, computed on a 360-day (three hundred and sixty) year and may be debited to the Account at the end of each calendar month. Such rate of interest will normally be expressed as an annual percentage above the Banks base rate for the relevant currency from time to time (or as otherwise may be agreed in writing between the Bank and the Client) and the Client shall be bound by such changes in base rates as may from time to time be made by the Bank for the generality of its customers. The interest rate payable by a Client in respect of an overdraft shall depend on whether or not it is a planned permitted overdraft or an unplanned overdraft and such rates shall be in accordance with the Banks Tari as published on the Website. In addition, the Bank will make charges for the operation of the Account in accordance with its standard practice from time to time as set out in the Bank's Tari (details of which will be supplied to the Client on request). In the event the Bank elects to pay interest on credit balances held on an Account, then it may make such payments at its announced rates applicable to the generality of its customers at the relevant times, such rates being in accordance with the Banks Tari as published on the Website. Interest accruing shall be credited to the Account at the end of each month. The Bank may set, or agree to set, maximum transaction limits in respect of Accounts and/or in respect of methods of instruction and /or authentication and/or Payment Instruments and such transaction limits may be structured in accordance to transaction value and/or transaction volume and/or time period and/or transaction type or by any other such metric as the Bank, at its sole discretion, shall decide. LOAN AND OVERDRAFT ACCOUNTS Subject to the provisions of Condition 6.2 below, the particular terms and conditions applicable to any loan or overdraft will be the subject of a Facility Letter issued by the Bank for acceptance by the Client before or at the time the relevant loan or overdraft account is opened. In the event that the Bank does not require and/or request a Facility Letter to be issued for the provision of any facility, then the standard form agreement conditions between the Bank and the Client shall apply. PAYMENT SERVICES The following terms of this Condition 7 apply to Payment Services where:

5.2. 5.3.

5.4.

5.5.

5.6.

5.7.

6. 6.1.

Form 200 (V.2 Rev. 09/11)

6.2.

7. 7.1.

(a)

(b)

(c)

the Payment Service is provided in Euro or in the currency of a member state of the European Union or European Economic Area other than Euro as provided for under the Payment Services Law, or such other currency as may be provided for under the Payment Services Law as amended from time to time or by laws of the European Union having direct e ect; and both Payment Service Providers or the common Payment Service Provider of the Payor and Payee are established in a member state of the European Union or European Economic Area as provided for under the Payment Services Law or such other state as may be provided for under the Payment Services Law as amended from time to time, or by laws of the European Union having direct e ect; and The Payment Service comprises one or more of the following business actions: (i) (ii) (iii) (iv) deposits to and withdrawals from a Payment Services Account; remittance or transfer to or from a Payment Services Account (including remittance or transfer for standing orders); execution of Payment Instructions; any other actions de ned as payment services under the Payment Services Law.

(d)

For the avoidance of ambiguity, Payment Services do not include the following: (i) (ii) (iii) actions relating to loan accounts; actions relating to xed term deposit accounts and notice accounts; actions that do not come under the ambit of the de nition of payment services under the Payment Services Law.

7.2.

Subject to the Mandate, these General Conditions, relevant Special Conditions and availability of functionality, the Client may use the following means to communicate instructions in relation to provision of a Payment Service: (a) (b) (c) (d) (e) (f ) by electronic means, including e-Banking, provided the speci c terms for this have been agreed between the Bank and the Client under relevant Special Conditions; by facsimile communication; by telephone; by written instruction; by personal visit (by prearranged appointment); by use of ATMs of the Group, or by the use of a credit, debit, charge, or pre-paid card issued by the Group provided always that the speci c terms for this have been agreed between the relevant Group entity and the Client under relevant Special Conditions; by the use of any other medium that the Bank may agree the use of by Clients, from time to time, subject to the terms of any Special Conditions relating to the use of such medium.

(g)

7.3.

Time of Receipt of a Payment Instruction (a) Without prejudice to Condition 29.13, the time of receipt of a Payment Instruction from the Client will be considered the time of receipt by the Bank except where the time of receipt is after the Cut-O Time for the type of transaction to which the Payment Instruction relates, in which case the time of receipt shall be the Business Day immediately following the Business Day of actual receipt of the Payment Instruction. If the Client requests and the Bank agrees that the execution of the Payment Instruction will start on a speci c day or at the end of a speci c period, then the point of time of receipt is deemed to be the time requested by the Client. If the point of time of receipt is not within a Business Day then the Payment Instruction is deemed to be received on the following Business Day.

(b) (c)

7.4.

Execution Times (a) Where the Bank acts as the Payment Services Provider to the Payor and in the event that the Payment Services Account of the Payee is held with a Payment Services Provider located in a member state of the European Union or the European Economic Area, then: (i) until 31 December 2011 and as long as the payment is made in Euros by debiting a Payment Services Account held in Euros and operated by the Bank, the crediting of the account of the Payment Services Provider of the Payee will be e ected within 4 (four) Business Days of receipt of the Payment Instruction by the Bank if the Payment Instruction was provided in writing and within 3 (three) Business Days from receipt if provided by any other agreed medium; from 1 January 2012 and as long as the payment is made in Euros by debiting a Payment Services Account held in Euros and operated by the Bank, the crediting of the account of the Payment Services Provider of the Payee will be e ected within 2 (two) Business Days of receipt of the Payment Instruction by the Bank if the Payment Instruction was provided in writing and by the following Business Day from receipt if provided by any other agreed medium; where the payment is made in a currency, other than the Euro, of a European Union or European Economic Area member state and debits a Payment Services Account operated by the Bank and held in the same currency as the 6 2

(ii)

(iii)

Form 200 (V.2 Rev. 09/11)

(iv)

payment, then the crediting of the account of the Payment Services Provider of the Payee will be e ected within 4 (four) Business Days of receipt of the Payment Instruction by the Bank; where the payment is made in a currency, other than the Euro, of a European Union or European Economic Area member state and debits a Payment Services Account operated by the Bank and held in Euro, then the crediting of the account of the Payment Services Provider of the Payee will be e ected within 4 (four) Business Days of receipt of the Payment Instruction by the Bank;

(b)

(c)

(d) 7.5.

Where the Bank acts as the Payment Services Provider to the Payee and the Payment Services Account of the Payor is held with a Payment Services Provider located in a member state of the European Union or the European Economic Area and where the payment is made in Euro or another currency of a European Union or European Economic Area member state, then the Payment Services Account of the Payee shall be credited and made available on the same Business Day that the sums remitted are received by the Bank if prior to the Cut-O Times for the relevant transaction type, or by the Business Day immediately following the Business Day of actual receipt of the Payment Instruction if received after the Cut-O Times for the relevant transaction type. The timeframes above do not apply where the payment is made in a currency other the Euro or the currency of a European Union or European Economic Area member state or where the Payment Services Provider of the Payee is located in a country which is not a member state of the European Union or European Economic Area and in this instance the applicable execution timeframe for the transaction will be such timeframe as is noti ed to the Client by the Bank; The timeframes above do not apply where there is an error in the Unique Identi er provided to the Bank.

Revocation (a) A Payor who is a Client that is either a Consumer or a Micro-Enterprise may revoke: (i) (ii) (ii) (iv) a Payment Instruction for a series of payments, in respect of future payments authorised under that Payment Instruction only; a Payment Instruction for a speci c future date; a Payment Instruction for the end of a speci c period; a Payment Instruction to be executed when funds are made available in the Account.

Provided that the instruction to revoke a Payment Instruction is made in accordance with the Mandate and is made prior to the end of the Business Day on which payment is agreed to be made in accordance with the Payment Instruction. (b) After the time limits set out above, a Payment Instruction may only be revoked by agreement between the Bank and the Client and the Bank is entitled to levy charges for such revocation as set out in the Banks Tari from time to time.

7.6.

Liability Condition 29.6 shall apply to all transactions save for where the Bank is acting as a Payment Service Provider to a Client that is either a Consumer or Micro-enterprise and where the Payment Services Law applies, in which case the following shall apply: (a) the Client may request reimbursement of a transaction incorrectly executed or made from an Account without the authorisation of the Client provided that the Client noti es the Bank within a reasonable period of time and, in any event, no later than 13 (thirteen) months from the date of debit or credit; where there is an incorrectly executed transaction made by the Bank from the Account of the Client, then subject to Conditions 7.6 (a), 7.6 (g) and 7.8, the Bank shall reimburse the Client on request by crediting the Account with the full amount debited from the Account in error; where the Bank has received funds for payment to the Client as a Payee but has failed to correctly execute the transaction, then, subject to Conditions 7.6 (a), 7.6 (g) and 7.8, the Bank shall credit the Account of the Client on request with the full amount of such funds as were received by the Bank for credit to the Account of the Client but were not credited to the Account of the Client; where the Clients Account is debited without the authorisation of the Client, then, subject to Conditions 7.6 (a), 7.6 (e), 7.6 (f ), 7.6 (g) and 7.8, the Bank shall, without undue delay, refund to the Client the amount wrongly debited and shall restore the Account to the state it would have been in had the unauthorised debit not occurred, including the credit of any charges or expenses levied for execution of the unauthorised transaction. provided always that the Bank and the Client may agree a lower liability limit, the Client shall be liable for losses up to and including an amount of 150 (Euro One Hundred and Fifty) resulting from an unauthorised transaction where the following conditions are satis ed: (i) the loss results from a lost or stolen Payment Instrument or where passwords or other security information or Security Devices were stolen or misused by a Third Party; and 7

(b)

(c)

(d)

Form 200 (V.2 Rev. 09/11)

(e)

(ii) (iii)

the Bank provided means for noti cation of the loss, theft, appropriation or misuse of the Payment Instrument; and the loss results from the use of the Payment Instrument up until the time the Client noti ed the Bank of the loss, theft, appropriation or misuse of the Payment Instrument.

(f)

Where the Bank provided means for noti cation of the loss, theft, appropriation, or misuse of the Payment Instrument and the loss results from the use of the Payment Instrument up until the time the Client noti ed the Bank of the loss, theft, appropriation, or misuse of the Payment Instrument, then the Client shall bear the full burden of any losses resulting from unauthorised transactions in the following circumstances: (i) (ii) the loss results from the willful or grossly negligent breach by the Client of their obligations to keep secure all codes and identi ers; and/or the loss results from the willful or grossly negligent breach by the Client of the terms and conditions relating to use of the Payment Instrument;

(g) (h) (i) (j)

the Client is liable for all loss or damage resulting from transactions where the Client has acted fraudulently; where the Client is neither a Consumer nor a Micro-enterprise then the Bank is entitled to treat correct use of a Payment Instrument as proof that the transaction was duly authorised by the Client; irrespective of liability on the part of the Bank, the Bank shall take all reasonable measures immediately on request to track and identify incorrectly executed transactions and shall inform the Client accordingly; The Bank shall bear no liability for the reimbursement of payments that are made through an electronic money medium, within the meaning of section 2 of the Electronic Money Institutions Law No. 86(I) of 2004, as amended from time to time, where: (i) (ii) the medium stores funds less than or up to 1,000 (Euro One Thousand); and the Bank does not have the facility to levy charges on the payment medium or the account with which the electronic money medium is associated.

7.7.

Information and Noti cations (a) (b) The Bank shall make available to the Client the transactional information and noti cations required by the Payment Services Law. The information that the Bank is obligated to provide or render accessible to the Client shall be provided by any one of the following means: (i) (ii) (iii) (iv) (v) (vi) (vii) (c) in writing through the mailing of a printed monthly statement of account; through copies of transaction statements; electronically through the Banks e-Banking service; in accordance with the provisions relating to the Banks Holdmail Service; through any ATM of the Group; orally or in writing to any branch of the Bank; through electronic mail (e-mail) or facsimile communication with the Bank.

(d) (e) (f)

The Bank shall levy charges for information in accordance with the Payment Services Law in respect of Consumers and Micro-enterprises and in accordance with the Banks Tari and applicable Special Conditions. The Bank reserves the right to agree charges for information on a case-by-case basis in respect of Clients that are not Consumers or Micro-enterprises. The Bank reserves the right to charge for additional copies of Statements and for Holdmail Services in accordance with the Banks Tari . Where the Client is a Consumer or Micro-enterprise that elects to receive Holdmail Services, the Client agrees that such services are su cient means of communication and noti cation for the purposes of the Payment Services Law. The Client is entitled, on request, to receive additional copies of these General Conditions, applicable Special Conditions, the Mandate and the Banks Tari . Copies of the General Conditions, Special Conditions and the Banks Tari are available on the Banks Website.

7.8.

Consumers and Micro-enterprises (a) The Payment Services Law sets out speci c provisions relating to Consumers and Micro-enterprises. Where a Client does not qualify as a Consumer or Micro-enterprise for the purposes of the Payment Services Law then the Client agrees the following: (i) (ii) To the fullest extent that is permitted by law, the Client agrees that the provisions of the Payment Services Law (where applicable) shall not apply to the Client or other parties acting on its behalf. If, at the date of these General Conditions, it is not permitted by law for the Client to agree to the matters set out in 8 2
Form 200 (V.2 Rev. 09/11)

Condition 7.8 (a) (i) above but subsequently such agreement does become permitted by law (whether because the Client ceases to be a Consumer or Micro-enterprise or otherwise), then the Client agrees that its agreement to the matters set out in Condition 7.8 (a) (i) above shall take e ect from such subsequent date. 7.9. Use of Payment Instrument (a) The Client agrees to adhere to the provisions relating to use of Payment instruments as set out in these General Conditions, the Specal Conditions (where applicable), the Banks Tari and the Mandate.

8. 8.1.

REVOCATION An instruction made by a Client to e ect any transaction (whether a Payment Service or otherwise) including, without limitation, a series of future transactions, may only be revoked by the Client once received by the Bank at the sole discretion of the Bank, save where Condition 7.5 applies. REFUSAL OF INSTRUCTIONS The Bank may refuse an instruction (whether a Payment Instruction or otherwise) where the conditions set out in these General Conditions or relevant supplementary agreements are not met, or where the instruction is not in accordance with the Mandate, or where there are insu cient funds in the relevant Account, or where the relevant Account or Payment Instrument is blocked or in excess of its limit, or for the prevention of fraud, or where the Bank has not reasonably ascertained that execution of the instruction is in compliance with applicable relevant laws and regulations. Where permissible under applicable relevant laws and regulations, the Bank will notify the Client of the refusal to execute an instruction. The Bank is entitled to charge the Client for the noti cation of refusal and applicable charges are set out in the Banks Tari . Where execution of an instruction (whether a Payment Instruction or otherwise) is refused, it is deemed that the instruction has not been received by the Bank for the purposes of the Payment Services Law or any other applicable calculation of execution time. UNIQUE IDENTIFIER The Client shall use the appropriate relevant Unique Identi er when providing instructions to the Bank in accordance with the guidance issued by the Bank from time to time. If a transaction is executed in accordance with the Unique Identi er, then the transaction shall be deemed to have been executed correctly with regard to the party speci ed by the Unique Identi er. The Bank shall not be liable under Conditions 7.4 or 7.6 (a), 7.6 (b) or 7.6 (c) for non-execution or wrongful execution of a transaction executed in accordance with the Unique Identi er and the Bank is entitled to levy reasonable charges and expenses commensurate to the cost of complying with the Banks obligation under Condition 7.6 (i). Notwithstanding any collateral information provided with the Unique Identi er, the Bank is entitled, but not obliged, to rely solely on the Unique Identi er to identify the relevant party or parties to the transaction. OTHER ACCOUNTS AND SERVICES The particular terms and conditions applicable to Card, Deposit, Personal Loan and other special purpose accounts and services shall be as published from time to time by the Bank and/or as disclosed on the Website and/or as may be agreed between the Bank and the Client. CHEQUES The Bank will not normally issue cheques books and shall not be obliged to do so, but in the event that cheques are provided to a Client it will not honour cheques otherwise than in forms issued and/or approved by it. It is the responsibility of the Client to ensure the security and proper use of cheques issued to or held by the Client. The Bank will not be liable for any loss arising from or in connection with the loss, theft or misuse by any Third Party of any cheques. The Client should immediately notify the Bank in writing concerning the loss or theft of any cheques. The Bank will not be liable for any consequential refusal by it to honour such cheques.

9. 9.1.

9.2. 9.3. 9.4.

10. 10.1.

10.2.

10.3.

10.4.

11. 11.1.

12. 12.1.
Form 200 (V.2 Rev. 09/11)

12.2.

13. 13.1.

CURRENCIES An Account will normally be denominated in a single currency (multi currency facilities also being available either subject to a Facility Letter and/or by way of overdraft). The limit of any loan and/or overdraft facility made available in respect of an Account will be expressed in the currency in which that Account is denominated. Cheques may not be drawn on an Account in currencies other than that in which the Account is denominated without the prior consent of the Bank and at a rate of exchange to be determined by the Bank upon presentation for payment. In the absence of other instructions, a payment received by the Bank in a currency other than that in which the destination Account is denominated will be placed in an Account denominated in the currency of the payment (if necessary a new account) unless the currency received is one in which the Bank, in its absolute discretion, does not wish to maintain an Account. If the currency received is acceptable to the Bank and the Client wishes to credit the payment to an Account in a di erent currency, then all foreign exchange charges and costs including the Banks commission (as set out in the Bank's Tari ) shall be for the Clients account. If the currency received is unacceptable then the Bank may, at its option, return the payment. Where a Client is neither a Consumer nor a Micro-Enterprise then the Bank is entitled to exercise its sole discretion in selecting the currency with which to e ect a transaction. NEGOTIATION AND COLLECTION OF CHEQUES Where a Client submits a cheque or draft for negotiation and/or collection and the Bank agrees to do so, such agreement will be on the basis that the Client shall be deemed to have: (a) (b) con rmed and warranted that it has good title thereto and that Condition 24.2 (b) applies as if the Client was crediting transferred funds to the relevant Account; agreed to indemnify the Bank against all liabilities, claims, losses, costs, expenses including exchange rate uctuations and agents charges which may be imposed upon, asserted against or incurred by the Bank in any way relating to or arising out of the negotiation and/or collection of cheques on the Clients behalf; and authorised the Bank to debit the Clients Account, in the event that any cheque is subsequently returned unpaid, with the amount credited to its account plus any losses, costs, expenses or charges which the Bank may have incurred.

13.2.

13.3.

14. 14.1.

(c)

15. 15.1.

STATEMENTS Subject to Condition 7.6 above and to Condition 16 below and to the Holdmail Service, where relevant (in accordance with Condition 35 below), the Bank will supply periodic Statements to the Client and/or as the Client may direct. The Client shall be deemed to receive such Statements on delivery to, or within 15 ( fteen) days after posting by ordinary mail to the Client, any Authorised Signatory or any person directed or apparently authorised by Authorised Signatories to receive such Statements, unless the Client delivers a complaint in writing to the Bank of non-receipt within 30 (thirty) days after the relevant periodic date upon which such Statements are normally dispatched or agreed to be dispatched by the Bank. The Client shall be responsible for checking all such Statements and all entries therein whether debits, credits, balances or otherwise and details thereof. Save where Condition 7.6 (a) applies then, unless the Client delivers a complaint in writing to the Bank disputing or questioning any entries therein within 15 ( fteen) days after receipt, or deemed receipt, by the Client of the Statement, such Statement shall be conclusively deemed to be con rmed and agreed by the Client. The Client will also be asked by the Bank periodically to agree and sign an acknowledgement of balances, and signature thereof by or on behalf of the Client shall be con rmation that all preceding entries in Accounts of the Client are correct and that the position as between the Bank and the Client as at the date when such acknowledgement was prepared by the Bank is as stated therein. NON-ISSUANCE OF STATEMENTS Notwithstanding the e-Banking services o ered to the Client by the Bank through e-Banking the Client may instruct the Bank to refrain from issuing and sending to the Client any Statements regarding the Account. This authority shall be subject to the following conditions: (a) the Banks General Conditions and any Mandate held by the Bank for the time being shall not apply regarding the issuance and sending by the Bank to the Client of Statements and according to the Clients instructions the Client shall not be entitled to receive any Statements; the Client shall be responsible for checking the operation of the Account through e-Banking including all entries therein, whether debits, credits, balances or otherwise and details thereof and unless the Client delivers a complaint in writing to the Bank disputing or questioning any entries within 15 ( fteen) days after the date of any such entries, such entries shall be deemed as con rmed by the Client.

16. 16.1.

(b)

16.2.

In the event that the Client wishes that the Bank issues for the Client Statements for a speci c period and/or transactions: 1 20

Form 200 (V.2 Rev. 09/11)

(a) (b) (c) 16.3.

the Client shall instruct the Bank in writing, specifying for which periods the Client wants the Statements and the Bank shall be given a period of at least 15 ( fteen) days to comply with this request; the Statements shall be mailed by the Bank to the address listed in the Account opening documentation of the Bank unless otherwise speci ed by the Client in writing; the Banks General Conditions on Statements shall apply.

The Bank shall not be held responsible for, and hereby excludes all liability in respect of, any losses, claims, expenses, costs and damages whatsoever that the Client may su er or incur whether directly or indirectly as a result of the non-receipt by the Client of his Statements upon the Clients instructions. The Client shall be entitled to terminate the arrangements for the non-issuance of Statements at any time upon written notice to the Bank. In the event of termination as speci ed in Condition 16.4 above, the Client shall be entitled to receive Statements from the Bank in accordance with the Banks General Conditions and the Mandate agreed between the Bank and the Client. REPAYMENT All debit balances on Accounts are repayable on demand, including any unauthorised or unplanned overdraft and whether or not subject to periodic review, whether or not resulting from advances made for an unconcluded purpose or otherwise under a facility referable to a purpose or period and whether or not the Client has provided security. Loans, other than by way of overdraft on an Account, are repayable in accordance with the provisions of the Facility Letter applicable thereto. Default in repayment of any sum due to the Bank shall result in all other indebtedness and liabilities of the Client to the Bank becoming immediately due and payable and the Bank shall then cease to be liable to make further advances or have any further commitment to the Client. The books of the Bank shall be conclusive evidence as to the state of indebtedness and liabilities of the Client to the Bank at any time. CLIENT SET-OFF In any case where the Client has more than one Account, the Client shall not be entitled without the prior consent of the Bank to draw on one Account in excess of the credit balance or permitted limit thereof by reference to any undrawn balances or non-utilisation of limits on other Accounts, nor otherwise without such consent to combine or set-o balances on separate Accounts. This is particularly important among Accounts denominated in di erent currencies. In the case of any combination or set-o permitted by the Bank resulting in the need for currency conversion such conversion shall be e ected at such rate as may be determined by the Bank. BANKS SET-OFF AND LIEN Without prior notice to the Client, the Bank shall have the right, at any time, to combine or set-o balances on separate Accounts of the Client. The Bank shall further be entitled to set-o against any credit balance of the Client any other liability of the Client to the Bank, present, future, actual or contingent including, without limitation, fees, charges, penalty interest and legal fees and expenses (whether under any guarantee or counter-indemnity or otherwise). The Bank shall also have a lien on all securities or other property of the Client from time to time held by the Bank, whether for safe custody or otherwise. In the case of any exercise by the Bank of its rights of combination, set-o or lien resulting in the need for currency conversion, such conversion shall be e ected at such rate as may be determined by the Bank. The Client agrees that nothing in the arrangements between the Bank and the Client shall be treated as constituting an implied agreement restricting or negating any lien, charge, pledge, right of set-o or other right that the Bank may have expressly or by law. TERM, TERMINATION AND CLOSURE OF ACCOUNT Subject to these General Conditions and any relevant Special Conditions, this agreement is for an unlimited term. Subject to the provisions of Condition 20.3 below, the Client agrees that the Bank may close any Account at any time by giving 5 ( ve) Business Days notice in writing to the Client at his given address for correspondence or such other address for such purpose from time to time noti ed by the Client in writing to the Bank as per Condition 28.1. Subject to any relevant law or regulation to the contrary, where a Client is both a Consumer or Micro-Enterprise and where the Account is a Payment Account maintained in Euro or another currency of the European Union or the European Economic Area the Bank shall give the Client 2 (two) months notice of termination of the agreement in respect of the Account(s). The Client may terminate this agreement by providing the Bank with 5 ( ve) Business Days notice in writing. Where the Client is either a Consumer or Micro-enterprise and this agreement has been in force for at least 12 (twelve) months prior to termination by the Client, or where Condition 20.7 applies, then, without prejudice to Condition 20.5 below, no additional charge shall be levied by the Bank for such termination. In all other instances the Bank shall levy charges in respect of termination as set out from time to time in the Banks Tari . 11

16.4. 16.5.

17. 17.1.

18. 18.1.

19. 19.1.

20. 20.1. 20.2.

20.3.
Form 200 (V.2 Rev. 09/11)

20.4.

20.5.

Balances standing to the credit of a closed Account immediately prior to closure shall, subject to the Banks rights under Condition 23 to payment of fees (in accordance with the Bank's Tari ) and of set-o and lien under Condition 19, be sent by ordinary mail to the Client as a draft, except in the case of a Client receiving the Holdmail Service, when such funds shall be retained by the Bank at the disposition of the Client. Any debit balance existing on an Account immediately prior to closure (including pursuant to any unauthorised overdraft) shall forthwith be paid by the Client to the Bank and the closure of the Account shall not in any way relieve or release the Client from its liability to the Bank to pay any such debit balance. Where the Client is either a Consumer or Micro-enterprise that has given notice of termination and in the event that charges relating to Payment Services have been levied in advance, then such charges shall be calculated pro-rata to the date of termination and, where applicable, the Bank shall refund such portion of those charges paid in advance that apply to the post termination period. For the avoidance of doubt, the provisions of this Condition 20.6 are without prejudice to the right of the Bank to levy a charge in respect of termination as set out in Condition 20.4. Where the Client is either a Consumer or Micro-enterprise and the Bank has given due notice of an amendment to these General Conditions under Condition 32.1, then the Client may terminate this agreement without charge and with immediate e ect at any time during the 2 (two) months notice period and in the event that the Client does not provide notice of termination during the 2 (two) months notice period then the Bank is entitled, at its sole discretion, to deem that the Client has agreed to the amendments to the General Conditions. SECURITY The Bank may, at any time, require the provision of security as a condition of the grant or continuation of any loan facilities or overdraft, whether or not indebtedness or other liabilities under such loan facilities or overdraft has become due. The su ciency of any security o ered or provided shall be determined by the Bank in its absolute discretion. INSURANCE Goods and property of the Client from time to time deposited with or otherwise in the possession of the Bank shall be insured against all risks by the Client with insurers approved by the Bank, unless the Bank and the Client agree in writing to the contrary, and satisfactory evidence thereof produced to the Bank upon request, failing which the Bank may (but shall not be bound to) insure at the expense of the Client. The Bank shall not be liable for insuring, nor for any failure to insure, nor for insurable risks. EXPENSES, FEES AND CHARGES Costs and expenses incurred by the Bank in connection with any application for or conduct of an Account or other services for a Client, whether before or after any Account is opened or services provided, are to be paid by the Client to the Bank on demand on a full indemnity basis, or may (at the option of the Bank) be debited by the Bank to any Account of the Client. The Client shall pay the Bank such charges as are set out in the Banks Tari from time to time. The Bank shall have the authority to debit such charges to any Account that the Client may have with the Bank without prior reference to the Client. The Bank's current interest rates, charges (such as monthly account charges, charges for certain card payments and overdraft request, arrangement, renewal and usage charges) and charging dates are as set out in the Bank's Tari and on the Website. A Client may also be informed of them by contacting the Bank in writing. Subject to Condition 32, the Bank may change its interest rates, charges and charging dates at its discretion at any time. CLIENTS WARRANTY AND INDEMNITY The Client covenants that it will observe and perform all assurances and/or undertakings given to the Bank regarding the conduct and use to be made of the Account. The Client warrants that: (a) all information supplied to the Bank on opening an Account, in response to any enquiry made by the Bank or otherwise in the course, or for the purposes, of any banking transaction, is true and complete and shall, during the whole of such time as the Account remains open, remain true and complete in all relevant respects. The Client shall promptly advise the Bank of any material change in any of the information supplied to the Bank; all funds received by the Bank to be credited to the Account have a proper and lawful origin and that the receipt by the Bank of any such funds and/or any onward transmission or use of such funds will not cause the Bank or any of its o cers to be in breach of any applicable law or regulation.

20.6.

20.7.

21. 21.1.

22. 22.1.

23. 23.1.

23.2.

23.3.

24. 24.1.

24.2.

(b)

1 22

Form 200 (V.2 Rev. 09/11)

24.3.

The Client indemni es the Bank against all claims, losses, liabilities and expenses that the Bank may su er or to which it may be put consequentially upon or as a result of any breach of the covenant and the warranty contained in this Condition. COMPLIANCE ACTION BY THE BANK The Client accepts that the Bank may freeze any Account or any monies credited or intended to be credited to an Account, either on the instructions of the relevant Compliance Authority, or on the order of a Court having jurisdiction over the Bank or any branch thereof, or in the event that, in its sole discretion exercised in good faith, it considers either that explanation as to the origin and/or purpose of a particular transfer is required, or it considers that there is a risk that the origin of the transfer to the Bank may be unlawful and that the handling of the funds or any onward transmission thereof may cause the Bank or its o cers to be in breach of any applicable code of conduct, law or regulation and/or held liable under a civil claim. Absent an enforceable order of a court with jurisdiction or the instructions of a relevant Compliance Authority, the Bank will not allow funds to be recalled by a transferring Bank without the prior consent of the Client in circumstances where such funds have already been applied to the credit of an Account. In the event that a transfer credited to the Account is recalled by the transferring bank, then, in the event that the Bank complies with the recall, the amount recalled may be debited to the Account whether or not any onward transfer or commitment has been made from or as regards the Account and whether or not there are su cient funds standing to the credit of the Account at the relevant time. The Client agrees that it shall fully indemnify the Bank for any loss or out of pocket expenses su ered by the Bank as a result of such recall or remittance whether resulting from insu ciency of funds standing to the credit of the Accounts of the Client to cover any amount remitted by the Bank pursuant to the provisions of this Condition or otherwise The Bank is entitled, at its sole discretion and without liability on its part, to hold funds credited or debited to, or intended to be credited or debited to, an Account, in a suspense account of the Bank for the duration of any enquiries engaged in by the Bank to assess the proper treatment of funds as stipulated by applicable compliance, regulatory and legal obligations of the Bank. The Bank is entitled, at its sole discretion and without liability on its part, to suspend operation of an Account if it is noti ed by any party of a dispute over ownership of funds in such Account and/or a dispute over authorisation and/or capacity to operate such Account. CONFIDENTIALITY AND REFERENCES The Bank will treat the Clients Accounts and other information relating to the Client and its business a airs with the con dentiality required by law and custom and in conformity with laws controlling the use and protection of electronically stored data in all applicable jurisdictions. Notwithstanding the foregoing: (a) Where the Client requests a reference or provides the name of the Bank so that another bank or nancial institution may obtain a reference, the Client releases the Bank from all obligations of con dence insofar as may be necessary for the provision of such reference. While the Bank shall provide such reference as it may give in good faith, the Client shall, in the absence of manifest and substantial error by the Bank, make no claim against the Bank in respect of the contents of any reference provided by the Bank. The Bank reserves the right to refuse to provide a reference for the Client or to give references on the basis that they are given without responsibility on the part of the Bank. The Bank may disclose information relating to the Accounts to any company that is a member of the Group or associated company of the Bank where such information is required in connection with the provision of any service or facility provided to or for the Client by such company or the Bank. The Bank shall procure that such member of the Group or associated company shall treat such information in the same way as it would be treated by the Bank pursuant to these Genera Conditions. The Bank may request and receive information from any company that is a member of the Group or associated company of the Bank where such information is relates to the Accounts or the provision of any service or facility provided to or for the Client by such company or the Bank. The Bank shall treat such information in the same way as it would treat information disclosed to it directly by the Client pursuant to these General Conditions.

25. 25.1.

25.2.

25.3.

25.4.

26. 26.1.

(b)

(c)

27. 27.1.

DATA PROTECTION AND PRIVACY STATEMENT This Condition sets out the roles and responsibilities of the Bank and the Client with regard to the processing of personal data that are either collected by the Bank or by the Client as part of the Clients use of the Banks services and products. For the purposes of the present Condition the term personal data will include records relating to directors, o cers, partners, shareholders, Authorised Signatories or other relevant parties whose details the Client has provided to the Bank. Protecting personal data is very important to the Bank, as con dentiality is one of the Banks core values. The Bank only processes personal data of individuals in the following contexts: (a) personal data that the Bank collects for purposes relating to the provision of the Banks services and products or relating to the Banks operation; 13

Form 200 (V.2 Rev. 09/11)

27.2.

(b) 27.3.

personal data that the Client collects and supplies to the Bank as part of the Clients use of the Banks services and products.

By applying for any Bank services and products and by providing personal data as part of the Clients use of the Banks services and products, the Client agrees that the Group may keep personal information relating to the Client on a Group database and, where necessary, disclose such information outside the Group only in accordance with Condition 27.7. The Group may process personal data on individuals collected by the Bank for purposes relating to the provision of the Groups services and products or relating to the Groups operation. The Client hereby consents to the processing and warrants that the processing by the Group of personal data supplied by the Client for the provision of the Groups services will not place the Group in breach of any applicable law. The Bank may use and update the Client related held information to provide the Client with services (including assessing, lending and insurance risks), to perform the duties and obligations imposed on the Bank by law, to exercise its rights deriving from the contractual relationship between the Bank and the Client, to evaluate any of the Clients/Third Partys applications to the Bank or to any of the Group companies and make decisions concerning the Clients credit ratings, to study the Clients personal needs and the trends of the market for the purpose of research and statistical analysis, to recover debts, to access nancial risks and carry out money laundering and fraud prevention checks and also to update the Banks records about the Client. The personal data collected typically includes contact details of individuals provided by the Client (such as personal data relating to employees, o cers, shareholders or directors of the Client). Individuals have the right, after sending a written notice to the Bank and paying the lawful fee, to request from the Bank information concerning the processing of their personal data and the correction of any incorrect information relating to them. Clients that submit personal data relating to an individual to the Bank must ensure that they collect and supply such personal data in accordance with applicable laws and regulations. The information relating to individuals supplied by the Client to the Bank is con dential and will only be disclosed outside the Group, at the Clients request or with the Clients consent, to the Banks agents and others in connection with running accounts and services for the Client, to investigate or prevent fraud, or when disclosure is required by any law or by a Court order or when disclosure is made in Court proceedings between the Bank and/or any company of the Group and the Client, or when disclosure is necessary for reasons of public interest or for the protection of the interests of the Bank and/or any other company of the Group. Other companies in the Group will not make marketing approaches to the Client without the Clients consent. However, the Bank may contact the Client about its services and those of other members of the Group which the Bank believes may interest the Client, unless the Client informs the Bank that the Client does not wish to receive this information. The Bank may administer the Clients accounts and provide other services from centres in countries outside the European Union that do not always have the same standard of data protection laws as the European Union. In such a case, the Bank will ensure that the Clients personal data enjoys the same level of security provided by the Bank in the European Union. In all the aforementioned cases the Bank and/or any other company of the Group will secure, whenever possible, a written commitment by the aforementioned persons and organisations that they will keep con dential and secure any information they may receive from the Bank and/or any other company of the Group relating to the Client. The Client acknowledges that the data contained in international transfers and separately requested express transfers is forwarded to the bene ciarys bank by the only nancial messaging network active worldwide, the Belgian-based Society for Worldwide Interbank Financial Telecommunications (SWIFT). For system reliability reasons, SWIFT transfers and saves transaction data in Europe and the USA. The Bank takes all reasonable measures to protect transaction data which, however, may be accessed by the US authorities for the purposes of combating terrorism. DEMANDS AND NOTICES A demand or notice hereunder by the Bank shall be in writing, signed by an o cer or agent of the Bank, and may be served on the Client either by hand or by post or by electronic mail (e-mail) or facsimile communication. A demand or notice by post may be addressed to the Client at the address or place of business last known to the Bank. It shall be deemed to have been received within 15 ( fteen) days after the day on which it was posted and shall be e ective notwithstanding it be returned undelivered and notwithstanding the liquidation, receivership or cessation of currently valid corporate status of the Client or the administration of its assets or a airs. A demand or notice by electronic mail (e-mail) or by facsimile communication may be sent to the Client at the electronic mail (e-mail) address or facsimile communication number, as the case may be, last known to the Bank. It shall be deemed to have been received on the day of sending, and shall be e ective notwithstanding it be returned undelivered and notwithstanding the liquidation, receivership or cessation of currently valid corporate status of the Client or the administration of its assets or a airs. A copy of the demand or notice communicated by electronic mail (e-mail) or facsimile communication shall be served on the Client by hand or by post at the address or place of business last known to the Bank as soon as possible thereafter and, for the avoidance of doubt, such service shall not detract from the e ectiveness or validity of any such notice served by electronic mail (e-mail) or facsimile communication. 1 24

27.4.

27.5.

27.6.

27.7.

27.8.

27.9.

28. 28.1.

Form 200 (V.2 Rev. 09/11)

28.2.

Any notice by the Client to the Bank shall be in writing, signed by Authorised Signatories, and delivered to the o ce of the Bank either personally or by post. Any such notice to the Bank shall not be e ective until received by the Bank at this address: Customer Services, FBME Bank Limited 90 Archbishop Makarios III Avenue, 1077 Nicosia, Cyprus P.O. Box 25566, 1391 Nicosia, Cyprus

28.3.

Prior to service of any written notice or demand hereunder preliminary noti cation may be given by telephone or electronic mail (e-mail) or telex or facsimile communication and may, but need not, be acted upon orally, by telephone, or telex or facsimile communication in the case of the Bank by or apparently by any o cer or agent of the Bank and in the case of the Client by or apparently by any Authorised Signatory, but shall be con rmed by written notice or demand as soon as possible thereafter. Telephone and facsimile communications may be made on the following numbers: Tel: Fax: +357 22 888 444 +357 22 888 555

29. 29.1.

AUTHORITY TO ACCEPT TELEX, e-MAIL, TELEPHONE OR FACSIMILE INSTRUCTIONS The Bank shall have the right, but not the obligation, to accept and to execute instructions and/or give e ect to requests to the Bank, to provide information and to enter into contracts with the Client where such instructions and/or requests are given by electronic mail (e-mail)/telex/telephone/facsimile (Transmitted Instructions) and purport to come from Authorised Signatories mandated by the Client in accordance with the terms of the applicable Mandate, even if not followed by written con rmation unless otherwise instructed in writing by the Client. The Bank may leave a message for the Client to contact the Bank on an answer-phone or facsimile machine or with the person answering the telephone. The Client acknowledges and hereby unequivocally consents to the recording of telephone conversations in connection with any transaction so the Bank may have a record of the Clients instructions and occasionally monitor to enable the Bank to maintain its service quality and that such recordings may be submitted in evidence to any court in connection with legal proceedings for the purpose of establishing any matters relating to that transaction. If the Clients Mandate permits Transmitted Instructions, the Bank and the Client will agree security procedures for authenticating these instructions before the Client makes the rst transaction via Transmitted Instructions. The Client agrees to keep all security procedures, codes and personal identi ers con dential, never to disclose them to anyone and to take all reasonable care to prevent their unauthorised or fraudulent use. If the Client keeps a written record of any code or personal identi er, the Client must take all reasonable measures to encrypt it. The Client shall not store any written record of any code or personal identi er on any electronic media without having encrypted the data using a methodology reasonably considered secure and current by the applicable prevailing standards of data encryption and shall update such data encryption methodology on a regular basis to ensure that it continues to meet the applicable prevailing standards of data encryption. The Client authorises the Bank to act on instructions given by Transmitted Instructions, provided that the Bank has followed the operational and security procedures agreed between the Bank and the Client or required by the Bank and advised to the Client, whether or not such Transmitted Instructions were given by the Client. If the Client knows or has any reason to suspect that someone else knows its codes or personal identi ers, the Client must immediately inform the Bank. Until the Client does so, the Client will continue to be liable for all transactions. Unless it can be shown that the Client acted fraudulently or with gross negligence or in breach of the security procedures provided herein, following noti cation by the Client to the Bank of the suspicion, the Bank will credit the Clients Account with the amount of any unauthorised transactions carried out on an Account other than by the Client after the Client has noti ed the Bank and any interest or charges made by the Bank in relation to them. Subject to the applicable provisions of Condition 7.6 and 7.8 there will be no reimbursement for transactions occurred prior to noti cation by the Client as detailed in the present Condition. The Client assumes all risks involved in connection with any communications by Transmitted Instructions whether by the Client or Third Parties and, in particular (but without prejudice to the generality of the foregoing), risk due to errors in transmission, misunderstandings or errors on the part of the Bank regarding the identity of the Client and the Bank shall have no responsibility in respect thereof. The Bank shall have no duty or responsibility to (i) verify the accuracy of any signature on any facsimile or (ii) inquire as to the authority of any person purporting or claiming to be the Client or an employee, attorney, agent or representative of the Client. The Client shall indemnify the Bank and keep the Bank indemni ed against any liabilities, losses, damages or expenses arising in consequence of acting in reliance on any such communications and any actions, proceedings, costs, claims and demands in respect 15

29.2.

29.3.

29.4.

29.5.

29.6.

29.7.
Form 200 (V.2 Rev. 09/11)

29.8.

29.9.

thereof. The Client agrees to perform and ratify any contracts entered into by the Bank as a result of any such communications made or purporting to be made by any attorneys, employees, agents or representatives of the Client. The Client also authorises the Bank to debit any of the Clients accounts in relation to any liabilities, losses, damages or expenses arising in consequence of acting in reliance on any such communications. 29.10. The Bank may refuse to act on any instruction if: (a) (b) (c) (d) the instruction is communicated in any language other than English or an alternative language of communication that has been previously agreed with the Client; the Bank doubts the authenticity of the instruction or does not consider it to be su ciently clear; or Condition 25 applies or the Bank believes that doing so might put it in breach of any irrevocable direction given to, or contractual obligation binding on, the Bank; or there are insu cient cleared funds available in an Account to meet the full cost of the instruction or such funds as may stand to the credit of an Account are insu cient after providing for the Banks right of set-o under Condition 19 or otherwise.

29.11. 29.12.

Absence of written con rmation of a Transmitted Instruction shall not in any way prejudice the Banks right of recovery from the Client. Save for Conditions 29.12 and 29.13, Condition 29 does not apply to the use by the Client of e-Banking or any successor service in respect of the provision of e-Banking. The Special Conditions applicable to e-Banking shall apply thereto. The Bank may, at its sole discretion, make additional checks and inquiries as to the authenticity of any instruction (including a Payment Instruction from the Client) or the need for compliance action under Condition 25 including, but not limited to, checks involving making direct contact with the Client and notwithstanding the terms of the Mandate between the Client and the Bank and any applicable Special Conditions. For the avoidance of doubt, where the Bank chooses to exercise its discretion in this regard, the relevant instruction shall not be deemed received until the Bank has completed such checks to its satisfaction and the Client shall indemnify and hold harmless the Bank for any liability, losses, damages and expenses that may result from non-execution or delay in execution of any such instruction (including a Payment Instruction from the Client). LEGAL JURISDICTION This Condition 30.1 applies only where the Client is a resident of a member state of the European Union or a country which is member thereof is the principal centre of the Clients economic activities. In this case the Bank and the Client respectively submit to the non-exclusive jurisdiction of the English Courts for the determination of any dispute which arises between them relating to the subject matter of these General Conditions or any Account, or obligation to which these General Conditions apply, or for the collection of any monies due from the Client to the Bank, provided that the Bank and the Client further irrevocably agree that any such proceedings may be brought in the Courts of the Republic of Cyprus and submit to the non-exclusive jurisdiction of such courts. Both the Bank and the Client irrevocably waive any objection which they may have now or hereafter to the laying of the venue of any proceedings in any such court as is referred to in this Condition and any claim that any such proceedings have been brought in an inconvenient forum, and further irrevocably agree that a judgment in any proceedings brought in the English Courts or in any Court of the Republic of Cyprus shall be conclusive and binding upon the Bank and the Client and may be enforced in the courts of any other jurisdiction. Nothing contained in this Condition shall limit the right of the Bank to take proceedings against the Client in any other court of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction whether concurrently or not. This condition 30.2 applies when Condition 30.1 does not apply. In this case legal proceedings against the Client may be brought by the Bank in the Courts of any country where: (a) (b) (c) the Bank carries on business; or the Client is domiciled or resident or has its registered or other principal o ce or place of central management or control; or the Client carries on any business or has any property or assets tangible or intangible and whether held directly or indirectly or for his bene t or in England or any other jurisdiction whose law is the proper law of any contract between the Bank and the Client. Legal proceedings against the Bank may be brought by the Client in the Courts of the country in which any Account of the Client is domiciled. The Bank and the Client respectively submit to the jurisdiction of any of the Courts referred to in this Condition.
Form 200 (V.2 Rev. 09/11)

29.13.

30. 30.1.

30.2.

31. 31.1. 31.2.

COMPETENT SUPERVISORY AUTHORITY The competent supervisory authority of the Bank is the Central Bank of Cyprus. The Customer has the right to submit complaints to the Central Bank of Cyprus which may set up an out-of-court complaint and redress procedure in accordance with the provisions of the law. 1 26

32. 32.1.

AMENDMENTS The Bank may amend or revise these General Conditions, the Bank's Tari and/or introduce additional conditions at any time and from time to time. Any amendment to these General Conditions or the Bank's Tari shall become e ective subject to the Bank giving notice to the Client which may be given by posting the relevant amendment on the Website or by display, advertisement or other means as the Bank may think t and shall be binding on the Client in the event of the continuance of the relationship between the Bank and the Client 2 (two) months following the day on which it was posted, displayed, advertised or by any other means noti ed to the Client, and the Bank shall provide a reminder to the Client at the same time the proposed amendment comes into force. Notwithstanding the provisions of Condition 32.1, amendments or revisions to the General Conditions and/or the Banks Tari and/or supplementary agreements relating to interest rates or currency exchange rates shall have immediate e ect provided always that the reference interest rate or exchange rate and the relevant margin thereto has been previously noti ed to the Client in accordance with Condition 32.1. The provisions of Conditions 32.1 and 32.2 shall not act to preclude the Bank and the Client from agreeing an amendment and in such cases the amendment shall take immediate e ect without the requirement of prior notice and no right to terminate under Condition 20.7 shall arise in this event. The requirement for notice set out in Conditions 32.1 and 32.2 shall not apply to new products o ered by the Bank to Clients. Acceptance of a new product shall be deemed an agreement to an amendment for the purposes of Condition 32.3. The Bank is entitled to make amendments to charges, interest rates and exchange rates unilaterally and without notice where such amendments are in favour of a speci c Client, group of Clients or all Clients in general and no right to terminate under Condition 20.7 shall arise in this event.

32.2.

32.3.

32.4.

32.5.

33. 33.1.

SEVERANCE If any provision of the General Conditions shall be held by a Court to be void, unenforceable or contrary to law, then, e ective within the jurisdiction of such Court only, the relevant Condition shall be severed from these General Conditions and within such jurisdiction it shall no longer form part of any contract between the Bank and the Client. In this event the remaining General Conditions shall continue to apply where they are incorporated into any contract with full force and e ect. Notwithstanding such a ruling by a Court these General Conditions shall remain valid in their entirety. APPLICATION OF THE GENERAL CONDITIONS TO PARTNERSHIPS, TRUSTS AND ASSOCIATIONS ET AL So far as applicable, these conditions shall apply to Accounts opened with the Bank by partnerships, trustees, executors, clubs, associations and societies. In the case of a partnership, executorship or trusteeship, the Mandate shall be executed by all of the partners, executors or trustees, or by a managing committee (or equivalent) if such a body shall have power to commit the partnership, executors or the trustees in the particular case. Executor shall be deemed to include an administrator formally appointed to administer a deceased persons estate and trustee shall include a trustee in bankruptcy or a person formally appointed to administer the assets of a person deemed incapable of managing his a airs. In the case of clubs, societies and associations, the Mandate shall be authorised by resolution of the managing or administrative committee established pursuant to the constitution of the body concerned and in accordance with the laws under which it is organised. In each case the Client shall supply to the Bank such authenticated documents as the Bank shall require relating to the constitution and exercise of the partnership, executorship, trust or body concerned and/or to the appointment of the person(s) or committee executing or authorising the Mandate. HOLDMAIL SERVICE A Client may elect, by making the appropriate indication in their Application Form in respect of a new Account or in respect of an existing Account by notifying the Bank in writing, that they wish to utilise the Holdmail Service. Upon making such an election to utilise the Holdmail Service in respect of an Account, notwithstanding the terms of the Mandate and/or any future Mandates, the Client authorises the Bank to retain, on its behalf, all statements, notices and all other correspondence which the Bank would otherwise send by post to the Client and all correspondence addressed to the Client from Third Parties that the Bank may receive from time to time (Mail). The authority granted pursuant to this Condition 35.2 shall be subject to the terms and conditions as set out in this Condition 35. The Client shall arrange, by notifying the Bank in writing in advance, for the personal collection of Mail from the Bank from time to time in one of the following ways: (a) by the Client; 17

34. 34.1.

35. 35.1.

35.2.

Form 200 (V.2 Rev. 09/11)

35.3.

(b) (c) 35.4.

by any other person so authorised in accordance with a Mandate held by the Bank for the time being; or by any other person speci cally authorised in writing by the Client, upon proof of identi cation satisfactory to the Bank.

In respect of Condition 35.3 (c) above, the Bank shall have no liability for any loss arising either by reason of any such authority having been executed fraudulently or having been misused or stolen. The Bank shall be entitled to open all Mail which has been held by it for a period of at least 6 (six) months and the Bank shall be entitled to destroy all Mail which has been in its possession for a period of 1 (one) year and which has not been collected in accordance with Condition 35.3 above. The Client shall at all times maintain a banking relationship with the Bank and the provision of the Holdmail Service shall automatically terminate upon the cessation of such banking relationship, at which time the Bank shall be entitled to exercise its rights under Condition 35.9 (c) in respect of any uncollected Mail then held. The Client shall pay to the Bank such charges as are set out in the Banks Tari from time to time, such charges to be payable quarterly in arrears. The Bank shall have the authority to debit such charges to any Account that the Client may have with the Bank without prior reference to the Client. The Bank shall not be held responsible for, and hereby excludes all liability in respect of, any losses, claims, expenses, costs and damages whatsoever which the Client may su er or incur as a result of, whether directly or indirectly, the Client failing to arrange for collection of Mail from time to time in accordance with the terms hereof, save in the case of fraud or gross negligence by the Bank or any of its employees. Termination of Holdmail Service (a) (b) (c) (d) The Bank shall have the right to terminate forthwith the Holdmail Service arrangements hereunder in the event that the Client fails to pay the charges referred to in Condition 35.7. The Client shall be entitled to terminate the arrangements hereunder at any time upon written notice to the Bank. In the event of termination, howsoever caused, the Bank shall be entitled to destroy all Mail in its possession 3 (three) months after such termination. In the event of termination by the Client, any charges previously paid by the Client to the Bank in accordance with Condition 35.7 which relate to the period after termination shall not be repayable to the Client. However, in the event of termination by the Bank, such charges shall be repayable to the Client.

35.5.

35.6.

35.7.

35.8.

35.9.

35.10.

It may be necessary, in exceptional circumstances of a legal nature or otherwise, for the Bank to communicate with the Client and, for the avoidance of doubt, Condition 29.13 shall apply in such circumstances. The Bank may, at its discretion, do so by notifying the person(s) whose name(s), address and contact details are provided in the Application Form (or such other person(s) and/or details as the Client may from time to time notify to the Bank in writing). Any such communication made by the Bank shall be deemed to have been received by the Client 7 (seven) business days after despatch by the Bank if despatched by post or 1 (one) business day after despatch by the Bank if despatched by any other means. BEARER SHARES Where the laws or regulations of Cyprus require that the Bank hold in custody original bearer share certi cates in respect of the issued share capital of a corporate Client (being stock certi cates which are owned simply by the person who holds them, such holder the "bearer") ("Bearer Shares"), the bene cial owner or owners (the "Bene cial Owners") of such Bearer Share certi cates shall be required to execute a letter of undertaking by Bene cial Owners of Bearer Shares in favour of the Bank (in such form as the Bank may require) and to deliver all relevant Bearer Shares in connection therewith to the custody of the Bank. The Bank shall not be held responsible for, and hereby excludes all liability in respect of, any losses, claims, expenses, costs and damages whatsoever which the Client or any Bene cial Owner may su er or incur as a result, whether directly or indirectly, of any Bearer Shares being held in the custody of the Bank. Any fees, costs, taxes, levies or other equivalent expenses due and payable by the Bank under the laws of the Republic of Cyprus or the laws of the jurisdiction of incorporation of the Client or any Bene cial Owner in connection with the Bank's holding of any Bearer Shares shall be for the account of the Client and the Client shall indemnify the Bank for all such amounts as may be payable in connection therewith and the Bank shall have the right to debit any Account of the Client for the amount. JOINT ACCOUNTS Where the Account is a joint Account, notwithstanding any other provision of these General Conditions, the liability of each of the persons named in the Application Form as Account holders shall be joint and several. 1 28

36. 36.1.

36.2.

36.3.

37. 37.1.

Form 200 (V.2 Rev. 09/11)

37.2.

On the death of either or both of the person(s) named in the Application Form as Account holders of a joint Account, then provided always that the estate of the deceased is not subject to any contrary provisions of applicable law, any money for the time being standing to the credit of the said Account(s) and anything held by the Bank, whether by way of security or for safe custody or collection or any purpose whatsoever, may be held to the order of the survivor(s) of the person(s) named in the Application Form as Account holders of a joint account. Each of the persons named in the Application Form as Account holders of a joint Account agree that they shall be jointly and severally liable for any overdraft, loan or other credit facilities or accommodation which shall be granted on any Account in their joint names, together with all interest, commission and other banking charges and expenses. Where indicated in the Application Form that a joint Account may be operated only by both of the persons named in the Application Form as Account holders of a joint Account acting together, then the Bank shall only allow the Account to be operated and withdrawals or payments made from such Account by both of the named Authorised Signatories in respect of such joint Account together. Where indicated in the Application that a joint Account may be operated by either of the persons named in the Application Form as Account holders of a joint Account acting alone, each Account holder has full power and authority to operate the Account and to bind both Account holders in all respects in the operation of the Account and services provided to the Account holders by the Bank. Provided that for e-Banking the joint Account holders acknowledge and accept that for security purposes only one user can log onto the Banks e-Banking service at any one time and thus one joint Account holder may operate the Account without the other joint Account holders authorisation. WAIVER No act, delay or omission by the Bank shall a ect its rights, powers and remedies under these General Conditions or any further or other exercise of such rights, powers or remedies. The rights and remedies under these General Conditions are cumulative and not exclusive of the rights and remedies provided by law. FORCE MAJEURE The Bank will not be deemed to be in default of any provision of these General Conditions if ful lment is prevented due to Force Majeure. The Bank shall give the Client reasonable written noti cation after the occurrence and shall exercise all reasonable endeavours to avoid or remove the Force Majeure as soon as reasonably practicable. CORPORATE INFORMATION Head O ce FBME Bank Limited is a company incorporated under the laws of the United Republic of Tanzania and registered by the Tanzanian Registrar of Companies under company number 46276 on 23 June 2003 and has its head o ce in the United Republic of Tanzania at 7 Samora Avenue, P.O. Box 8298, Dar Es Salaam, Tanzania.

37.3.

37.4.

38. 38.1.

39. 39.1

40. 40.1.

40.2.

Cyprus Branch The Cyprus branch of FBME Bank Limited is registered by the Ministry of Commerce, Industry and Tourism, the Department of Registrar of Companies and O cial Receiver, Nicosia, under Registration number 1830 on 17 November 2003 and has established a place of business in the Republic of Cyprus at 90 Archbishop Makarios III Avenue, .O. Box 25566, 1391, Nicosia, Cyprus.

Form 200 (V.2 Rev. 09/11)

19

CO N TAC TS

C YPRUS Nicosia Branch 90 Archbishop Makarios III Avenue, 1077 Nicosia, Cyprus P.O. Box 25566, 1391 Nicosia, Cyprus Tel: +357 22 888 444 Fax: +357 22 888 555 e-mail: nicosia@fbme.com Limassol Sub-Branch Omiros & Araouzos Tower, 25 Olympion Street, 3035 Limassol, Cyprus P.O. Box 53498, 3303 Limassol, Cyprus Tel: +357 25 377 811 Fax: +357 25 347 665 e-mail: limassol@fbme.com

TANZ ANIA Head O ce (to be relocated in 2012) 7 Samora Avenue, P.O. Box 8298, Dar Es Salaam, Tanzania Tel: +255 22 212 6000 Fax: +255 22 212 6006 e-mail: heado ce@fbme.com Dar Es Salaam Branch (to be relocated in 2012) 7 Samora Avenue, P.O. Box 8298, Dar Es Salaam, Tanzania Tel: +255 22 212 8000 Fax: +255 22 212 8008 email: samora@fbme.com Arusha Branch 47 Old Moshi/Haile Selasie Road, P.O. Box 16926, Arusha, Tanzania Tel: + 255 27 2545140-2 Fax: + 255 27 2545143 e-mail: arusha@fbme.com Mwanza Branch Station Road, P.O. Box 1454, Mwanza, Tanzania Tel: +255 28 250 0014 Fax: +255 28 250 0807 e-mail: mwanza@fbme.com Zanzibar Branch 19/1 Kisiwandui, P.O. Box 167, Zanzibar, Tanzania Tel: +255 24 223 1128 Fax: +255 24 223 1530 e-mail: zanzibar@fbme.com

RUSSIA Moscow Representative O ce 7/11, 3rd Lusinovsky Per., 119049 Moscow, Russia Tel: +7 495 645 01 90-3 Fax: +7 495 645 01 94-5 e-mail: moscow@fbme.com

2 www.fbme.com