Part D : Nominee Services
||Appointment of CIMB as Nominee
||Any Securities deposited by the Client with CIMB or purchased by CIMB on behalf of the Client, and held by CIMB for safe-keeping or otherwise may, at CIMB’s absolute discretion, be registered by CIMB in the Client’s name, in CIMB’s name or in the name of CIMB’s agent, sub-custodian or nominee.
||The Client acknowledges that if the Securities are registered in CIMB’s name or the name of CIMB’s agent, sub-custodian or nominee, the Securities will be held by CIMB or CIMB’s agent, sub-custodian or nominee in accordance with Part D of these terms and conditions.
||Sub-Custodians and Agents
||Client agrees that CIMB is authorised at all times:
(a) at the cost and expense of the Client, where the Securities are held in Malaysia, to maintain the Securities in a
nominee account in accordance with Rules of Depository;
(b) where the Securities are to be held outside Malaysia or denominated in foreign currency, to maintain the
Securities with a sub agent or a custody account held with a custodian outside Malaysia which is licensed,
registered or authorized to act as a custodian in the country or territory where the Securities are maintained;
(c) to enter into agreements for the maintenance of the custody account with and the provision of custodial services
by the custodians referred to in this Clause 27 on such terms and conditions as may be imposed by any
applicable laws, including the CMSA, and by such persons which CIMB may deem fit, for any of the Securities;
(d) to permit such persons to sub-delegate and to register such Securities in the name of any of their nominees
upon such terms and conditions as CIMB may in its absolute discretion stipulate;
(e) to delegate to any other person, whether affiliated to CIMB or otherwise, and whether in or outside Malaysia, for
any period whatsoever, the performance of the Transactional Services as well as the exercise of CIMB’s powers
set out in these terms and conditions; and
(f) notwithstanding Part I of the AccountApplication Form, to credit proceeds arising from corporate actions to
Client’s Trust Account.
||CIMB shall not be required at any time to register any Securities, whether such Securities are held electronically or otherwise, in its own name or in the names of its nominees. If CIMB decides, in its absolute discretion, to register the Securities in its own name or in the names of its nominees, the Client agrees to sign and execute all necessary instruments of transfer and documents and pay such fees and charges in connection with such registration of the Securities.
||CIMB and CIMB’s agent, sub-custodian or nominee shall be under no responsibility to forward to the Client any notices, proxies or other documents or communications in respect of the Securities. Notwithstanding the aforesaid if CIMB or CIMB’s agent, sub-custodian or nominee shall determine that any action is required in respect of such Securities and the Client and/or the Authorised Persons cannot be contacted or fail to give punctual or adequate instructions for such action, the Client hereby authorises CIMB or CIMB’s agent, sub-custodian or nominee to act on the Client’s behalf as they shall in their absolute discretion think fit (but nothing in this Clause shall impose on CIMB any obligation), including without limitation, to exercise any voting rights or such other rights in respect of Securities of which the Client is the beneficial owner but which are registered in the name of CIMB or CIMB’s agent, sub-custodian or nominee, and CIMB or CIMB’s agent, sub-custodian or nominee shall not be liable, in the absence of fraud or wilful default, for such action as CIMB or CIMB’s agent, sub-custodian or nominee may take. The Client further undertakes to indemnify CIMB and CIMB’s agent, sub-custodian or nominee against all costs, fees, charges and expenses that may be incurred by CIMB and/or CIMB’s agent, subcustodian or nominee in respect of any such action taken and of the Securities held by CIMB and/or CIMB’s agent, sub-custodian or nominee.
||The Client acknowledges and consents to the fact that any Securities belonging to him held by CIMB, its agent, sub-custodian or nominee for any reason whatsoever may be held with other Securities held for CIMB, itself or other clients of CIMB on an aggregate or omnibus basis. If this occurs, CIMB shall maintain records of the Client’s interest in the Securities that have been commingled but such Securities may not be identifiable by separate certificates, or other physical documents or equivalent records. This may in some instances result in prejudice to the Client and the Client accepts and consents to this. The Client shall not have any right to specific Securities held by CIMB on such aggregate or omnibus basis, its agent, sub-custodian or nominee, but will be entitled, subject to these terms and conditions, to delivery by CIMB of Securities of the same class, denomination and nominal amount, and which rank pari passu with those originally delivered to CIMB, its agent, sub-custodian or nominee, subject always to any capital reorganisation or share exchange which may have occurred.
||Where the Securities are held by the custodians referred to in Clause 27.1, CIMB shall not be liable for any damages, losses (direct, indirect, special, consequential, punitive or otherwise), costs or expenses suffered or incurred by the Client in the event of default by such custodians.
||CIMB will only perform such duties as are set out in Part D of these terms and conditions and nothing in these terms and conditions shall have the effect of constituting any relationship of trustee and beneficiary between CIMB and the Client or of any further relationship other than as is expressly provided for herein.
||The Client hereby authorises CIMB to act on the Client’s behalf:
(a) to request payment of and to receive, apply or exercise all, in excess or part of, interest, dividends, rights, bonus,
warrants and other payments or distribution that the Client is entitled to, under the rules, bye-laws or regulations
of the Exchange, in respect of the Securities held by CIMB on the Client’s behalf; and
(b) to surrender any of the Securities against receipt of monies payable at maturity or on redemption if called prior
to maturity on condition that the Client requests CIMB in writing to do so and executes such forms as may be
required by the relevant issuer.
||Rights, Warrants and Other Entitlements
||In so far as Securities are registered in the name of or held on behalf of the Client to the control or direction of CIMB, CIMB will use its reasonable endeavours upon its actual receipt of notice of any right to subscribe for shares, warrants, bonds, or other Securities accruing, offered or accruing to the benefit of the Securities which have been purchased or held on behalf of the Client, (collectively “Accrued Rights”) to notify the Client of the same in accordance with these terms and conditions.
||If the Client wishes to exercise all or part of such Accrued Rights or to apply and subscribe for excess rights, he shall give such instructions to that effect to CIMB and where necessary make the necessary payments in reasonably sufficient time for CIMB to exercise or procure the execution of such instructions. CIMB shall not be obliged to use more than its reasonable endeavours to execute the Client’s instructions as aforesaid, and CIMB shall have no liability if notwithstanding reasonable efforts, the instructions are not executed for any reason. For the avoidance of doubt, if CIMB does not receive any notification of the Accrued Rights for any reason whatsoever or if no instruction from the Client (accompanied by payment where applicable) with respect to any Accrued Rights is received within the stipulated time, CIMB shall not be liable for any non-exercise of all or any part of the Accrued Rights.
||The Client agrees and acknowledges that rights generally available or accruing to the holder of any Securities may, under certain Malaysian Rules or Foreign Rules, not be available to or accrue to the benefit of or be offered to the Client and the Client agrees that in such circumstances, CIMB shall not be responsible to inform the Client, inquire, investigate, take any action or make any demands in relation to such rights and the Client shall have no recourse against CIMB for any claims whatsoever arising out of or in connection with or in relation to such rights.
||CIMB shall have no duty or responsibility to notify the Client of any proxy or other documents received by it in respect of the Securities held or registered with CIMB or to send any proxy or other documents to the Client.
||In addition, CIMB shall have no duty or responsibility to attend any meetings or to exercise any vote on behalf of the Client pursuant to its holding of the Securities except in accordance with any prior written instructions from the Client and upon such terms and conditions and indemnities and provisions for fees, charges, and expenses as CIMB may require.