TERMS AND CONDITIONS

• Our offices are open for business between the hours of 8.00 a.m. and 5.00 p.m. (7.00 – 16.00Hrs GMT) on each day that is designated a Business Day in Nigeria (“Business Day”).

• Clients’ instructions and mandates should be sent via e-mail to the account officers assigned to the client or any other email address designated for that purpose from time to time with sales@Cordros.com in copy.

• The daily transaction deadline for the receipt of securities mandates and / or amendments from clients is 9.00am (8.00Hrs GMT) of the Business Day on which such Mandate is to be executed.

• Mandates/amendments to mandates received after the deadline specified in (3) above on any Business Day will be executed, latest, on the next business day after such receipt.

• Mandates/amendments to mandates received on a day that is not a Business Day will be deemed to have been received on the Business Day immediately following the day of actual receipt.

• Where a Mandate is a Purchase instruction, it can only be processed if sufficient cleared funds are available to execute such an instruction.

• Where a purchase mandate is dependent on the sales proceeds of existing stocks, the purchase mandate will not be executed until the sales transaction has been executed. The sale mandate will be executed even if the stocks to purchase are not available.

• Cordros acts as an execution-only stockbrokers and not financial advisors. Consequently, we will only execute your BUY and SELL mandates on the floor of The Nigerian Stock Exchange.

• Cordros executes transactions based on the ruling market prices of stocks on The Nigerian Stock Exchange and based on the Price Limit (if any) set by the client and provided it is achievable on the trading day.

• Cordros executes mandates on a best efforts basis only. It is therefore unable to guarantee that a mandate will be executed on a particular day even where such mandate indicates that the relevant transaction is to be effected at “market price”.

• Mandates can be accepted both in the standard format provided by Cordros and in any other format provided it shows the Name of Client, CSCS A/c Number, Date of Order, Name of the Stock, Units of stocks to be purchased and Price Limit (if any otherwise Market Price applies).

• All mandates are assumed to be “Day Order” unless otherwise stated as “Good-Till-Cancelled”, “Limit Order” or “Buy-on-Open” order.

• Buy and sell mandates can only indicate a single price for a stock and not a range of prices.

• For some of our services, e.g. Fixed Income/Money Market investments, you agree that in executing mandates, we may act through a third party of our choice and utilize other third party custodial services.

• Cordros shall not be responsible and hereby disclaims all liabilities, including liability for all and any actual or contingent losses, liabilities, damages and costs (including, without limitation, legal costs) and any expenses of any nature whatsoever, which you or anyone claiming through you may suffer or incur as a result of or in connection with any instruction given by you or any person authorized by you, whether or not such person(s) acted beyond the scope of their mandate from you in giving the instruction. In no event shall Cordros be liable to you for any indirect or consequential loss or for any loss occasioned by the act or omission of any third party.

• The Client undertakes to carefully peruse and consider all statements rendered and forthwith advise Cordros within 7 (seven) days, in writing, if there is anything contained in such a statement that is not understood or that is believed to be incorrect.

• The Client agrees to pay fees and commissions in accordance with Cordros’ fees and commissions schedule which is subject to change from time to time at Cordros’ discretion. Fees and commissions, including markups or markdowns on principal transactions will be included with the purchase price of, or deducted from the sales proceeds of securities purchased or sold in the case of Equity Trading / Dealing Services.

• The Client agrees that its account shall be deducted for all expenses related to managing the assets in its account including but not limited to statutory fees, transfer fees and redemption fees.

• The Client agrees to keep confidential any information about Cordros and regarding Cordros advices and trading practices. Cordros in turn agrees not to divulge my / our information to any third party except as required for conducting their duties and as may be required by law.

• Cordros reserves the right to record any telephone conversations between yourself and any member of our staff and you acknowledge that this is in line with international best practice and shall be done solely for the purpose of resolving any disputes which may arise concerning telephone advice or instructions.

• The Client agrees that Cordros may, at any time without notice, notwithstanding any settlement of account or other matter whatsoever, combine or consolidate all or any of its existing account(s) opened in the company name or name(s) of agent(s), trustee(s), executor(s), successor(s) in title and assigns, and set off, appropriate or transfer any sum(s) standing to the credit of any of such accounts towards satisfaction of any liabilities be it present or future, actual or contingent, primary or collateral and several or joint.

• If for any reason Cordros authorizes the execution of the Client’s mandate when at the material time the account does not have sufficient funds to accommodate the value of the transaction, (and the said account is thereby thrown into debit) the Client agrees that an overdraft position is thereby created and interest will be charged for the number of days the account remains unfunded.

• The Client agrees that all its transactions are subject to the provisions of the Money Laundering (Prohibition) Act 2011 of the Federal Republic of Nigeria and hereby agrees to carry out his / her responsibilities under the Act. Furthermore, the Client agrees that Cordros is required by regulation to report all suspicious transactions to the relevant regulatory bodies.

• The Client agrees that payments of proceeds of investments from his / her account shall only be made to the client using only the account details provided herein. No third party payments shall be instructed as Cordros is not obligated to honor such requests.

• All deposits into Cordros’ account on behalf of a Client shall be made directly from the Client’s bank account. Funds deposited by third parties shall not be honored by Cordros and the Client agrees that such funds will be returned to the source account less applicable bank charges.

• In the unlikely event that the client is dissatisfied with our services, the client is to bring such dissatisfaction to our attention. Please visit our website www.Cordros.com to read our policy on handling complaints from clients.

• This relationship may be terminated by either party with or without cause upon 3 (three) days written notice given to the other party, effective 48 hours after receipt of such notice by the addressee provided there are no outstanding issues or transactions to be settled on the client’s account, or such later date as may be specified in such notice. The Client acknowledges that upon receipt by Cordros of its notice of termination, Cordros shall complete any outstanding obligations and commitments made on its behalf. The Client acknowledges and agrees that due to processing time needed to disengage service (s) on its account after notice of termination is received; further transactions in its account may be made by Cordros.

• In the event of bankruptcy or liquidation, Cordros’ authority to continue to act on behalf of the Client account shall continue until such time as Cordros is notified in writing of termination due to bankruptcy or liquidation by the legal representative, receiver or liquidator of the Client.

• Cordros shall not be liable for any delay in performance attributable to a cause beyond its reasonable control, and it is agreed that force majeure shall mean acts of nature such as earthquake, floods, tornadoes, fire; actions or inaction of government; war, civil disturbance, insurrection, vandalism, sabotage; strikes or other industrial disputes; exchange or market rulings; any act neglect or default of the other Party, or any cause outside Cordros’ reasonable control.

• The client declares that he/she is the sole beneficial owner(s)1 of the funds/assets to be deposited with Cordros

• The interpretation, construction and performance of this agreement shall be governed in accordance with the laws of the Federal Republic of Nigeria.

• The Client hereby acknowledges that the funds and source of such funds are legitimate and not directly or indirectly the proceeds of any unlawful activity.

• The client also agrees to be bound by any review, changes or amendments made to the terms and conditions stated in this document, which may occur from time to time. Provided the client receives written notification of such changes via the client’s agreed means of communication

• The client agrees that all documents provided are valid and authentic and Cordros is authorized to verify any or all of the information provided by the client.

EMAIL OR OTHER ELECTRONIC COMMUNICATION INDEMNITY

You hereby consent to the use of electronic communication (which includes communication by email or telephone or facsimile). By this consent, you unequivocally agree that instructions transmitted by electronic communication be binding for all purposes, including for purposes of evidence. You irrevocably undertake and warrant that you shall not make any demand or claim, or institute any action against Cordros should you suffer any loss or liability as a result of your consent to the use of electronic communication. You agree to indemnify and hold Cordros harmless against all claims, demands, actions and proceedings which may be made or instituted against Cordros; and all liabilities, losses, damages which may be suffered by Cordros in connection with, or arising as a result of your consent to electronic communication or Cordros’ reliance on electronic communication issued from your email account or other electronic communication account indicated herein or subsequently communicated to Cordros by you or your nominated investment adviser or any other person you authorize to manage your account.

You acknowledge that there are certain risks associated with conveying instructions via electronic means, including, but not limited to the risk of delay, non-receipt (due to technical malfunction, disruption, connectivity issues, etc. of your system or Cordros’ system or any other reason), third party interception/interference, data corruption, etc., and hereby fully waive, discharge and indemnify Cordros in respect of any loss or damages resulting from any of the risks identified above/from the use of electronic communication with respect to your account.

RISK DISCLOSURE STATEMENT AND CUSTOMER AGREEMENT DECLARATION

This document has been drafted in compliance with rules & regulations of the Nigerian Stock Exchange (NSE) rules and regulations governing dealing members. The statement contained herein is not intended to disclose an exhaustive list of all the risks and other significant aspects of trading in the Nigerian Capital Market.

There are varying degrees of risk for different market instruments; hence you should not make any investment in the capital market unless you fully understand the nature and the extent of the risks involved. You are advised to carefully consider if an investment is appropriate for you in light of your experience, investment objectives, financial resources and all other conditions.

For investments relating to securities, an investor is at risk of losing 100% of his/her investment. The prices of securities fluctuate, sometimes drastically. Due to such fluctuation, the value of a security may be become insignificant and it is likely that losses may be incurred rather than profit as a result of buying and selling securities. Fluctuations in currency rates where there is a need to convert from a currency denomination to another, may affect profit or loss in foreign currency denominated transactions. Transactions in other markets within and outside the country may also expose you to additional risks. Such markets may offer different or diminished investor protection as they operate under different rules and regulations from that which the Nigerian capital market operates under.

You are further advised to seek proper clarification of all fees, commissions and charges to be incurred before issuing a trading instruction. The total sum of all fees, commissions and charges will affect your net profit (if any) or increase your loss. Should you feel the need to make any enquiries about the likely risks associated with an intended investment, please feel free to speak with any of our Client Relationship Managers or the account officer assigned to you.