To: CITIBANK SINGAPORE LTD [8 Marina View, #21-00, Asia Square Tower 1, Singapore ]

Transcription

1 CERTIFIED TRUE EXTRACT OF RESOLUTION To: CITIBANK SINGAPORE LTD [8 Marina View, #21-00, Asia Square Tower 1, Singapore ] I/We hereby certify that the resolutions set out below are a true extract of the resolutions ( Resolutions ) of the board of directors / partners / members/ trustees/ sole proprietor (*delete accordingly) of (insert Merchant legal entity name) (the Applicant ) passed on (insert date). IT WAS RESOLVED THAT: 1. the Applicant applies to Citibank Singapore Limited (the Bank ) (which expression shall include its successors and any novatee, assignee, transferee or purchaser of the Bank s rights and/or obligations) to establish a merchant account relationship with the Bank (the Merchant Relationship ) pursuant to the terms and conditions of the merchant agreement in substantially the form(s) attached in Appendix 1 (as amended and/or supplemented from time to time) (the Merchant Agreement ). 2. the person(s) named in Appendix 2 herein (each, an Applicant Authorized Signatory, be and is/are hereby authorized to act singly for and on behalf of the Applicant to: (i) (ii) (iii) give any instructions, make any requests, provide all representations, warranties and/or indemnities and do all acts contemplated by the terms of the Merchant Agreement on behalf of the Applicant; provide the Bank with such information, reports and/or any other documents on behalf of the Applicant in connection with and for the purpose of the Merchant Agreement as requested by the Bank from time to time; and do such things as may be necessary and incidental to the matters authorized by this Resolution 2 generally. 3. any director, partner, sole proprietor, or office bearer (where the Applicant is a society, association, club or management corporation) (each, an Applicant Approving Signatory ) be and is/are hereby authorized to act singly for and on behalf of the Applicant to: (i) (ii) negotiate the terms of the Merchant Agreement; accept the Merchant Agreement (and any subsequent amendment, modification or revision to the same as the Applicant Authorized Signatory may in his absolute discretion deem to be in the best interest of the Applicant) and sign the Merchant Agreement (and any subsequent amendment, modification or revision to the same) and all other relevant documents for and on behalf of the Applicant; Page 1 of 5

2 (iii) (iv) (v) appoint, add, remove and/or replace any person or persons (including themselves) as an Applicant Authorized Signatory; confirm the appointment of any Applicant Authorized Signatory and certify his specimen signature and such other particulars as the Bank may require; and give such instructions and do such things as may be necessary and incidental to the matters authorized by this Resolution 3 generally. 4. that any amendments to the list of Applicant Approving Signatories, their authority and/or their signing conditions shall only be made by amending resolutions passed by the Applicant and communicated to the Bank. 5. that the Bank be given a reasonable period of time to effect any such amendments and update its records, provided that until the Bank s records have been updated, the Bank may continue to act in reliance on the mandates in force prior to the Bank s receipt of any amendment. 6. that as between the Applicant and the Bank: a. where the Applicant is a corporation with at least 2 directors, any (i) two directors or (ii) one director and one company secretary or (iii) such person(s) authorized under the Applicant s memorandum and articles of association or constitutive document; b. where the Applicant is a corporation with a single director, (i) the sole director or (ii) such person(s) authorized under the Applicant s memorandum and articles of association or constitutive document; c. where the Applicant is a Limited Liability Partnership ( LLP ), Limited Partnership ( LP ) or a partnership, all its partners or such person(s) authorized under the Applicant s LLP agreement, LP agreement or partnership agreement; d. where the Applicant is a society, association, club or management corporation, any two of its office bearers or such person(s) authorized under the Applicant s rules, charter or constitutive documents; e. where the Applicant is a sole proprietorship, its sole proprietor; be and are hereby authorized to certify to the Bank a true copy or extract of any resolution passed by the Applicant (including these Resolutions) in connection with the Merchant Agreement and such certification may be relied upon by the Bank as conclusive evidence of the passing of the resolutions so certified. Page 2 of 5

3 7. that these Resolutions shall remain in full force and the Bank may rely on these Resolutions and the instructions given pursuant to these Resolutions until the Bank has received and accepted to be in order, written notice of amendment or revocations of all or any part of these Resolutions (including any amendments made pursuant to Resolutions 3 and 4 above) and has had a reasonable period of time to give effect to the notice. The Bank shall be entitled to a reasonable period of not less than seven (7) business days from receipt of notice to process the notice. Until such time as the Bank has updated its record, the Bank may continue to act in reliance on these Resolutions and the mandates in force pursuant to these Resolutions. CERTIFIED TRUE EXTRACT BY: : : CERTIFIED TRUE EXTRACT BY: : : Page 3 of 5

4 Appendix 2 Applicant Authorized Signatory Page 4 of 5

5 CERTIFIED BY: : : Page 5 of 5