SAMPLE RESOLUTION FOR OPENING ACCOUNT WITH CITIBANK, N

Citi Sample Mandate March 2020 pg 1

SAMPLE CLAUSES FOR INCLUSION IN BOARD RESOLUTION / BANK

MANDATE / POWER OF ATTORNEY

∗

General Explanatory Notes:

1. The following sample clauses for inclusion in board resolutions, bank mandates and/or

powers of attorney (or similar documentation) are provided by way of example only.

Citibank, N.A., its affiliates and employees, are not providing any legal or other advice

in connection with this document. The Company should consult its own advisors as

the Company deems appropriate including as to whether to adopt any of the sample

clauses in the form provided, and the authority delegated.

2. The Company’s constituting documents (e.g. Articles of Association, Certificate of

Incorporation, Statutes or similar documents), and other related internal governance

guidelines, rules and documents of the Company are decisive on how the Company

prepares and words a board resolution (or similar documentation) and this is

considered to be within the scope of responsibility of the Company. The

format/title/nomenclature of the document should be determined by these

constituting documents and the country regulations applicable in the country where

the Account(s) will be opened.

3. Similarly, the Company is responsible for ensuring that board resolutions, bank

mandates, powers of attorney, etc., are duly authorized and properly executed. This

includes, determining if such documents are subject to stamp duty, notarization

and/or apostilization under the laws of the country where the Account(s) will be

opened.

4. In preparing all documentation, Companies should please consult the checklist

requirements for the country where the Account(s) will be opened.

5. These clauses are drafted for companies only. These clauses may not be suitable for

clients which are not registered, established or incorporated as companies (e.g.

limited partnerships). The clauses may need to be customized for such other legal

entities.

[ *]

(THE “COMPANY”)

∗Please also see the Drafting Notes at the end of this document.

Citi Sample Mandate March 2020 pg 2

CERTIFIED EXTRACT OF

MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY HELD ON [

DIRECTORS’ RESOLUTIONS IN WRITING PASSED ON [ *]

PURSUANT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

1&2

[* = Insert, amend, delete as appropriate]

"RESOLVED:

Opening of Cash Accounts by the Company

1. that any [ ]* of the Authorised Signatories of the Company, as set out

in Appendix 1 (the “Authorised Signatories”) be and are hereby authorised on behalf

of the Company to open, maintain and close any and all cash account(s) with Citibank,

N.A., its branches, subsidiaries and affiliates (“Citibank”) from time to time.

*OR

Opening of Cash Accounts by the Company’s Shared Service Centre (“SSC”) or Regional

Treasury Centre (“RTC”)

1. that any [ ]* of the persons nominated by the Board of Directors of

[insert name of legal vehicle of the SSC/RTC]* from time to time, as set out in Appendix

1 (the “Authorised Signatories”) be and are hereby authorised on behalf of the

Company to open, maintain and close any and all cash account(s) with Citibank, N.A.,

its branches, subsidiaries and affiliates (“Citibank”) from time to time. Citibank, shall

be entitled to rely upon the authorization of the Authorised Signatories to perform all

acts mentioned in these resolutions, until such time as a Board Resolution from [insert

name of legal vehicle of the SSC/RTC]* is received, advising that such authorization

has been revoked or modified.

Opening of Cash Account (by either the Company or an SSC or RTC)

2. that any [ ]* of the Authorised Signatories are also authorized to

execute on behalf of the Company, such document or documents as Citibank may

require in connection with the above accounts and to give necessary undertakings in

respect of the conduct and operations of the accounts.

The format / nomenclature of this document shall be customized as per the country regulations in which this

is issued. This document should be executed in accordance with the Company’s Articles of Association, and in

line with its corporate governance and constitutive requirements.

Please refer to the General and Country Specific Explanatory Notes before issuing.

Citi Sample Mandate March 2020 pg 3

Operating Signatories / Signatory Requirements / Delegation of Authority (if applicable)

3. that the Operating Signatories of the Company be and are hereby authorised on behalf

of the Company to transact/operate the accounts (“Operating Signatories”) and any

account restrictions for the operation of any cash account(s) (“Account Restrictions”)

shall be as set out in Appendix 2, until receipt of written notice by Citibank of any

variation to the Operating Signatories.

Change in Signatories/Signatory Requirements

4. that any [ ]* of the Authorised Signatories be and are hereby

authorised from time to time to give written notice to Citibank of any variation to the

Authorised Signatories, Operating Signatories and/or Account Restrictions as set out

in these resolutions, and any such variation shall be deemed to be made under these

resolutions and the new signatories shall be entitled to exercise all the powers under

these resolutions.

Electronic/Internet Banking Services

5. that any [ ]* of the Authorised Signatories be and are hereby

authorised to:

(a) appoint Security Manager(s) with respect to any electronic/internet banking

services (collectively the “Electronic Platforms”) who will control the granting

of authorization (and authorization levels) to individual users of the Company

(including users of any other accessing entity), enabling the said users to view

accounts and initiate transactions, and perform such other functions relating

to the establishment and maintenance of the Electronic Platforms;

(b) permit third party access to account information and/or electronic/internet

banking services granted to the Company (including any transaction initiation in

respect of the Company’s accounts maintained with Citibank), subject to such

terms and conditions as the Authorized Signatories may in their absolute

discretion deem to be in the best interest of the Company; and

documents as Citibank may require in connection with the Electronic

Platforms.

Acceptance of Credit/General Facilities/Services (if applicable)

6. that any [ ]* of the Authorised Signatories be and are hereby

authorised from time to time:

(a) to request from Citibank any and all credit facilities

[

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]* including to provide to Citibank any security/guarantee as

required by Citibank for such facilities; and/or

(b) to arrange the provision of any and all services or products related to Treasury

and Trade Solutions, and for any amendment, modification or revision to the

existing facilities/ services/ products.

terms and conditions and acknowledgements related to (a) and (b) above on

behalf of the Company.

Products – Commercial Cards (if applicable)

7. that any [ ]* of the Authorised Signatories be and are hereby

authorized on behalf of the Company to do any and all of the following in connection

with obtaining and establishing a Citibank Commercial Cards program, which consists

of Corporate and Purchasing Card credit accounts and related products and services

(collectively “Commercial Card Program”):

(a) to appoint, replace and/or terminate representatives for the Company with

respect to the Commercial Card Program, including one or more program

administrators who will (i) manage and administer the Commercial Card

Program, (ii) have access to Company employee and Commercial Card Program

data, and (iii) have the authority to communicate with and instruct Citibank in

connection with the Commercial Card Program (“collectively,

“Representatives”);

(b) to delegate to any Representative the authority to appoint, replace and

terminate other Representatives; and

the Commercial Card Program, including, but not limited to, (i) the

establishment of Commercial Card Programs, and related credit agreements,

such as guarantees, (ii) the appointment, replacement and/or termination of

one or more Representatives; and (iii) the determination of the credit line

amount, term and any other conditions of the Commercial Cards Program.

Products - Trade Products (if applicable)

8. that any [ ]* of the Authorised Signatories be and are hereby

authorised to enter into trade finance and service transactions and facilities and

execute and deliver any necessary deeds or documentation therefor and perform all

obligations in connection therewith, including without limitation: (1) letters of credit,

standby letter of credit and guarantees or any similar or equivalent instrument or

facility (and reimbursement agreements or counter-indemnities or similar in

connection therewith); (2) documentary collections, presentations and preparations;

(3) accounts receivable purchase or finance agreements, factoring agreements and

Citi Sample Mandate March 2020 pg 5

forfaiting agreements, with or without drafts, promissory notes, bills of exchange or

other negotiable instruments (including but not limited to non-recourse and limited

recourse accounts receivable, invoice, draft, promissory note, bill of exchange or other

purchase, discounting or finance agreements, supply chain/supplier finance, paying

services agreements, distribution finance, distributor finance and credit insured

accounts receivable agreements); (4) bills of exchange, promissory notes and other

negotiable instruments; (5) commodity finance (including transactional, borrowing

base and performance risk (pre-export and prepayment) finance); (6) outright or

security assignments (including notices and/or acknowledgements and any other

validity and perfection actions ancillary thereto; (7) import, export and other loans

and other trade-related credit facilities; (8) license agreements; (9) participation,

assignment and transfer agreements; (10) export credit agency finance; (11) non-

disclosure agreements (11) any form of security, charge, mortgage, encumbrance or

other collateral documents, guaranties or other credit support arrangements; and (12)

any power of attorney or other appointment, and in general execute and deliver such

other documents by way of deed or by affixing the Company’s seal or otherwise,

including any amendment, supplement, novation, modification, waiver, or revision,

renewal, variation, restructuring, substitution, consent, certificate, confirmation,

joinder, accession agreement, application form, any advance or other extension of

credit request and any other ancillary document, and in general do such other things

as may be required or as any Authorised Signatory may deem necessary or

appropriate, in connection with any of the foregoing.

Products - Liquidity Management Services (if applicable)

For services provided in all countries

9. that the Company has agreed to the provision of liquidity management services by

Citibank. The Company has considered the terms, the benefits of entering the

arrangements and has concluded that it is in the best interests of the Company to

enter into such arrangements, in accordance with the terms and conditions necessary

for the services, as may be determined and required by Citibank.

that the Company has the power and capacity to enter into and perform, and all

necessary corporate or other action has been taken to approve the entry into and

performance by the Company as an

[ ]* for the target balancing agreement

and, where applicable, the interest reallocation agreement, and any other such

documents, for the above-said purposes.

that any [ ]* of the Authorised Signatories be and are hereby

authorised from time to time:

(a) to obtain from Citibank any and/or additional credit facilities (and the

amendment, modification or revision to such facilities) for these purposes; and

(b) to arrange with and accept from Citibank, the provision of liquidity

management services and that such Authorised Signatories are authorised to

Citi Sample Mandate March 2020 pg 6

enter into the liquidity management agreements and do any and all acts and

things, as they may in their discretion see fit, (including to provide all

representations, warranties, indemnities, guarantees or security (without

limits) in any liquidity management agreements, whether such

representations, warranties, indemnities, guarantees, security are given in

respect of the Company’s obligations or that of the Company’s affiliates (i.e.

subsidiaries of its ultimate parent company), to assess and confirm that the

performance of the Company’s obligations under any liquidity management

agreements is in the Company’s best interest, and/or to appoint any Agent in

accordance with any applicable liquidity management agreements or in

relation to the provision of any liquidity management services by Citibank to

the Company, and to delegate to such Agent, the authority to perform all such

duties, functions, and responsibilities contemplated by the liquidity

management agreements.

General - Execution of Documents/Agreements

(a) that any [ ]* of the Authorised Signatories be and are hereby

authorised to do any and all such acts, as they may in their discretion see fit,

(including to provide all representations, warranties or indemnities (without

limits in favour of Citibank), to assess and confirm that the performance of its

obligations under any agreement is in the Company’s best interest, to approve,

complete, amend, supplement, affirm, sign, execute or accept (by electronic

means or otherwise) and/or deliver, any forms, agreements, instruments,

deeds, certificates, notices, instructions, communications, confirmations or

other documents) ancillary to or in connection with any of the transactions,

agreements and other documents with Citibank contemplated in the

paragraphs above. To the extent permitted by applicable law, the above-listed

authorizations and certifications may be performed electronically, and the

digital, electronic, or facsimile signature of a person(s) authorized above will

be binding on the Company with the same force and effect as if signed

manually; and

(b) that authority is hereby given for the affixation of the Company’s common seal

in accordance with the Company’s Articles of Association.

General - Delegation

11. that any [ ]* of the Authorised Signatories may appoint and delegate

to any other persons, as they may in their discretion see fit, any powers granted to the

Authorised Signatories under these resolutions, [ ]* further powers of

delegation.

General - Certified Extract of Resolutions/Documents

12. that any [ ]* of the

[

Citi Sample Mandate March 2020 pg 7

]* or any such person(s) duly authorized by the Company, be and are hereby

authorized to extend a certified extract/copy of these resolutions to Citibank.

13. that any [ ]* of the

[

]*, be and are hereby authorized to confirm/certify as true any such document

required to be provided under these resolutions and to confirm the

designations/functional titles of any such persons authorized to act on behalf of the

Company.

General – Ratification

14. that all previous acts of the Company and/or any of its Directors and/or officers

pertaining to the said accounts, cash facilities and/or products/services be and are

hereby adopted and ratified.

We hereby certify that on the [ ] day of [ ] [ ]

these resolutions were duly passed by the Board of Directors

of the Company in accordance

with the Company’s Articles of Association/any other equivalent document and have not

been revoked, amended or modified. And that these resolutions shall remain in full force and

effect until an amending resolution is duly passed and communicated to Citibank.

Dated this [ ] day of [ ], [ ]

Signature:

Name:

Title:

Date:

The format / nomenclature of this document shall be customized as per the country regulations in which this

is issued. This document should be executed in accordance with the Company’s Articles of Association, and in

line with its corporate governance and constitutive requirements.

Citi Sample Mandate March 2020 pg 8

Appendix 1

Authorized Signatories referred to in clause 1 of these resolutions

No.

First Name

Surname

ID Type &

ID Number

Expiration

date of ID

Specimen

Signature

Nationality

Email Address

Residence Address

Date of Birth

*OR

The format / nomenclature of this document shall be customized as per the country regulations in which this is issued. This document should be executed in accordance

with the Company’s Articles of Association, and in line with its corporate governance and constitutive requirements.

Citi Sample Mandate March 2020 pg 9

No.

Designation/Functional Title

e.g. Director, Treasurer, CEO, CFO,

Managing Director

Full Name

ID Type & ID Number

Specimen Signature

Citi Sample Mandate March 2020 pg 10

Appendix 2

Operating Signatories referred to in clause 3 of these resolutions:

No.

First name

Surname

ID Type &

ID Number

Expiration

date of ID

Group**

Account Restriction/

Number of Signatories required#

Specimen

Signature

** If necessary, may divide Operating Signatories into pre-determined Groups e.g. “A”, “B”, “C”.

# Account Restriction / Number of Signatories required

Examples

• “Singly” = any 1 Operating Signatory

• “Any 2 jointly”

• “ALL jointly” = All Operating Signatories

• “3A or 2B” = EITHER any 3 from Group A signing jointly OR any 2 from Group B signing jointly

• “2A + 1B” = Any 2 from Group A + any 1 from Group B must sign jointly

Citi Sample Mandate March 2020 pg 11

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Citi Sample Mandate March 2020 pg 12

Addendum to the Bank Mandate / Board Resolution /

Power of Attorney

For the Countries appearing in this Addendum, the operative part of the Bank Mandate /

Board Resolution / Power of Attorney

shall stand amended / modified to the extent provided

herein

1. China:

The section on Acceptance of Credit/General Facilities/Services is not applicable to China and

shall be deleted in its entirety.

The Section on Products - Liquidity Management Services shall be modified as under:

Reference to “liquidity management agreement” wherever appearing under Section 10 shall

be substituted with “liquidity management agreement (including but not limited to

entrustment loan agreement)”.

Reference to “indemnity” under clause b of Section 10 shall be amended to read as

“indemnity (including but not limited to joint and several liabilities)”.

2. Taiwan:

For the section on Electronic/Internet Banking Services

Clause 6(a) of the resolutions shall be amended as follows:

6(a) appoint Security Manager(s) with respect to any electronic/internet banking services

(collectively the “Electronic Platforms”) who will control the granting of authorization (and

authorization levels) to individual users of the Company (including users of any other

accessing entity), enabling the said users to view accounts and initiate transactions, assign

transaction limits to said users for the products to which the Company has access, modify

payment authorization flow, and perform such other functions relating to the establishment

and maintenance of the Electronic Platforms;

For the section on Liquidity Management Services

The following paragraphs shall be added to Clause 10 of the resolutions when multi-entity

structure is involved:

5 & 6

The format / nomenclature of this document shall be customized as per the country regulations in which

this is issued. This document should be executed in accordance with the Company’s Articles of Association, and

in line with its corporate governance and constitutive requirements.

Citi Sample Mandate March 2020 pg 13

that the Company will enter into liquidity management agreements (including but not limited

to Target Balancing Agreement and Group Interest Concession Agreement) with Citibank,

[ ], [ ], and [ ] (“Group Participants”), and the

Company acknowledges that the liquidity management arrangements in these agreements

(the “Structure”) may involve the Company providing guarantees and/or extending loans to

the Group Participants.

If the Structure involves the Company’s provision of intercompany loan to the Group

Participants, [it is proposed that the aggregate amount of the Company’s loans under the

Structure be capped at [ ] (the “Loan Limits”) and the Company confirms that

such Loan Limits does not and will not violate the Company’s Articles of Incorporation, or the

Company’s various rules and guidelines governing loan extensions.]/[The Company confirms

that the aggregate amount of the Company’s loans under the Structure (the “Loan Limits”) is

and will be capped within the limit stipulated in the Company’s Articles of Incorporation, or

the Company’s various rules and guidelines governing loan extensions.] Further, if the

Structure involves the Company’s provision of indemnity to Citibank in relation to the

overdraft facility provided to the Group Participants, [it is proposed that the aggregate

amount of the Company’s guarantee exposure under the Structure be capped at

[ ] (the “Exposure Limits”) and the Company confirms that such Exposure

does not and will not violate the Company’s Articles of Incorporation, or the Company’s

various rules and guidelines governing endorsements, and guarantees]/[The Company

confirms that the aggregate amount of the Company’s guarantee exposure under the

Structure (the “Exposure Limits”) is and will be capped within the limit stipulated in the

Company’s Articles of Incorporation, or the Company’s various rules and guidelines governing

endorsements, and guarantees.]

that any [ ]* of the Authorised Signatories be and are hereby authorised from

time to time, to modify or amend the Structure, including but not limited to reappoint the

Agent or renominate and change the Group Participants, as he shall, in his absolute discretion,

consider appropriate or necessary.

For the section on General - Certified Extract of Resolutions/Documents

Clause 12 and 13 of the resolutions shall be amended as follows:

12. that in addition to the affixation of the Company’s seal and the Chairman’s seal under

local practices, any [ ]* of the

[ ]* or any such person(s) duly authorized

by the Company, be and are hereby authorized to extend a certified extract/copy of these

resolutions to Citibank.

13. that in addition to the affixation of the Company’s seal and the Chairman’s seal under

local practices, any [ ]* of the

[ ]*, be and are hereby authorized to

confirm/certify as true any such document required to be provided under these resolutions

and to confirm the designations/functional titles of any such persons authorized to act on

behalf of the Company.

Citi Sample Mandate March 2020 pg 14

3. Philippines:

For Cash Services.

That any [ ]* of the Authorised Signatories be and are hereby authorised to

avail of Citibank’s PayLink services, including tax return printing services, and to execute any

and all agreements, documents and/or instruments related to the foregoing services.

For Cash Services

That any [ ]* of the Authorised Signatories be and are hereby authorised to

negotiate, execute and deliver indemnity agreements in favor of Citibank in relation to (i)

second endorsed checks and/or (ii) checks issued to third-party payees or to payees that are

not the registered name of the Company, which the Company requests Citibank to accept for

encashment or for deposit into an account of the Company with Citibank.

For Cash Services [This is required if the Company wishes to avail of Citibank’s cash

management services.]

That, in relation to Citibank’s cash management services, Citibank is authorized to open,

maintain, and close cash accounts with correspondent banks for the account of the Company.

Citibank is further authorized to avail of and manage access to the electronic banking services

of correspondent banks, including granting of access and use to Company authorized

representatives.

For Electronic/Internet Banking Services

That the Company is authorized to send SWIFT instructions, in relation to any products and

services that the Company avails from Citibank, and to be bound by such instructions.

4. Indonesia:

For the section on “General – Execution of Documents/Agreements”:

Clause 10 (b) shall be deleted in its entirety.

For the section on “General – Certified Extract of Resolutions/Documents”:

Clause 12 and 13 shall be deleted in its entirety.

5. India:

For Commercial Cards

Citi Sample Mandate March 2020 pg 15

Clause 8 (c) of the resolution shall be amended to read as follows:

8 (c) to execute any and all agreements, documents and/or instruments related to the

Commercial Card Program, upto a maximum amount of Rs._________(Rupees _______Only)

including, but not limited to, (i) the establishment of Commercial Card Programs, and related

credit agreements, such as guarantees, (ii) the appointment, replacement and/or termination

of one or more Representatives; and (iii) the determination of the credit line amount, term

and any other conditions of the Commercial Cards Program.

6. Bulgaria:

(a) For use in Bulgaria the following language shall be inserted at the end of clause 5(c):

‘…(including the Channels Power of Attorney Citibank required for any individual with

authority to sign and/or release a payment order on behalf of the company)’.

(b) The general authority to enter into a mortgage under clause 8(11) will not apply in

Bulgaria as local law requires language specifically outlining the real estate property

relating to the mortgage in question.

7. Czech Republic

(a) Clause 6(b) of the section on “Acceptance of Credit/General Facilities/Services (if

applicable)” shall be deleted in its entirety.

(b) If the Company is incorporated under Czech law then:

(i) the Company has to be specified in this document by way of its name, registered

seat, identification number (if assigned) and other identification data required by

Czech law; and

(ii) this document needs to be in the form of a power of attorney issued by the

Company rather than a board resolution adopted by the Company’s directors.

8. Egypt:

(a) In respect of Companies registered in Egypt Authorised Signatories may delegate their

authority, in accordance with this document, to another individual (a ‘Sub-Delegate’).

However, a Sub-Delegate may not further delegate their authority under local law.

9. Hungary:

Citi Sample Mandate March 2020 pg 16

(a) In respect of Companies registered in Hungary Authorised Signatories and Operating

Signatories may not delegate their authority to give payment instructions to debit an

account of the Company to another individual.

10. Israel:

(a) Clause 6(a) shall be replaced in its entirety as follows:

6(a) (i) to request from Citibank any and all credit facilities [up to the amount of

US$XXX per facility/ up to an aggregate of US$XXX or other]* including to

provide to Citibank any security/guarantee as required by Citibank for such

facilities;

(ii) to arrange for any amendment, modification or revision to existing credit

facilities; and/or

(iii) to execute any and all agreements, documents and/or instruments related

to credit facilities, including in connection with any security/guarantee as

required by Citibank for such facilities.”

11. Jordan/ Kuwait/ Lebanon

(a) Clause 1 Opening of Cash Accounts by the Company shall be replaced in its entirety as

follows:

“For Open, close and operating bank account(s) any [one/two]* of the Authorised

Signatories of the Company, as set out in Appendix 1 (the “Authorised Signatories”)

be and are hereby authorised on behalf of the Company to:

Represent the Company before Citibank, N.A Jordan/Kuwait/Lebanon (“Citibank”) for

opening, closing, managing and operating the bank account(s), and for depositing,

withdrawing from these account(s), activate dormant account(s) execute and receive

payments and all types of money transfer whether internal or external, the issuance

of cheque books, sign and endorse cheques and commercial papers, request certified

cheques, and to sign all forms, contracts, agreements, terms and conditions related to

open, close and operating the account(s).”

12. Russia:

(a) This document needs to be in the form of a power of attorney rather than a board

resolution.

(b) The name of the Company issuing this document should be specified by official legal

name, registered office, and state registration number (or other applicable ID).

Citi Sample Mandate March 2020 pg 17

may appoint other individuals and/or delegate their authorities to other individuals

(“Sub-Delegate”) under a sub-delegation power of attorney, but a Sub-Delegate

cannot further delegate its authority.

(d) With regard to clauses 3 and 4 it should be noted that authority to transact/operate

an account of the Company can be granted only to the Company’s employees, and

additionally requires (initially and in case of any change/variation) provision of a

signature card (form of this card and requirements thereto are established by the

Instruction of the Central Bank of Russia No. 153-I dated 30 May 2014) (‘Signature

Card’).

(e) With regard to clause 5(a) of the section “Electronic/Internet Banking Services”, to

dispose of funds on accounts/initiate transactions, Security Manager or another

person authorized by it must be included in respective Citi form provided to the Bank.

(f) With regard to clause 5(b) of the section “Electronic/Internet Banking Services”,

access of third parties requires provision of respective Citi form(s) to the Bank.

13. Slovakia:

(a) The name of the Company issuing this document should be specified by business name,

registered Office, business ID (if applicable) and other registration detail (reference

section 3 of the Slovak Commercial Code

(act no. 513/1991 Coll. as amended.

14. Ukraine:

(a) For the section on Acceptance of Credit/General Facilities/Services (if applicable):

Clause 6 (a) of the resolutions shall be amended as follows:

to request from Citibank any and all credit facilities [up to the amount

of US$XXX per facility/ up to an aggregate of US$XXX or other with the term

______]* including to provide to Citibank any security/guarantee as required by

Citibank for such facilities, with the authority to determine any other provisions

related to such credit facility on Authorized Signatories own discretion, and/or

When using Appendix 1, please add three additional columns (to be inserted after Surname):

Patronymic name (if applicable), Position (in the presence), and Level of signature

(first/second).

Citi Sample Mandate March 2020 pg 18

~ end ~

Citi Sample Mandate March 2020 pg 19

GENERAL EXPLANATORY NOTES

The following General Explanatory Notes are provided for informational purposes only; these

do not form part of the initial Global Authority Template.

Citi Sample Mandate March 2020 pg 20

SAMPLE CLAUSES FOR INCLUSION IN BOARD RESOLUTION / BANK

MANDATE / POWER OF ATTORNEY

∗

Specific Notes on Specified Countries:

1. For Australia-incorporated companies – Section 127 of the Corporations Act 2001

provides that a Company may execute documents by 2 directors or 1 director plus the

company secretary. Where a document is signed pursuant to section 127, a Board

Resolution, Banking Mandate or a Power of Attorney is not strictly necessary.

2. For China incorporated companies – Shareholder Resolution or Board Resolution is

required to be submitted in accordance with the Articles of Association (AoA) of the

Company for cash and trade services. It is not mandatory if the AoA doesn’t provide

that Shareholder Resolution or Board Resolution is required for these purposes. For

request of facility and/or provision of security/guarantee, a separate Shareholder

Resolution or Board Resolution (in a form satisfactory to the Local) is required to be

submitted in accordance with the AoA of the Company. An extract of the minutes will

not be acceptable.

3. For Taiwan DBU Customers (Taiwan incorporated companies): Board Resolutions or

Bank Mandates are not required for cash products, but would be mandatory for cash

facilities and liquidity management agreement (multi-entity structure). As long as the

agreement or document bears company chop of the Company and the personal chop

of the Company’s chairman, both chops as shown on the Company’s registration card

kept at the Taiwan Ministry of Economic Affairs, the authority is sufficient. For cash

facilities and liquidity management agreement (multi-entity structure), a Board

Resolution or an extract of such minutes is required to be submitted for that purpose

and a circular or written resolution alone will not be sufficient under Taiwan laws. For

Taiwan OBU customers (companies incorporated outside Taiwan but opens an

account with Citibank Taiwan Limited Offshore Banking Unit), Minutes of Meeting of

the Board of Directors or an extract of such minutes is required to be submitted for

these purposes. Whether a circular or written resolution alone is acceptable will be

determined in accordance with the laws of the country where the company is

incorporated.

For companies which have been registered in Taiwan (including a Taiwan branch of a

foreign company), and Taiwan public companies and their affiliates (including a

foreign company which has not been registered in Taiwan but is an affiliate of a Taiwan

public company), Taiwan’s Company Law and regulations governing public company

have certain restrictions on the loan and guarantee which may be provided by such

companies. As the liquidity management services (multi-entity structure) involves

loan and guarantee (the cross indemnity will be considered, under Taiwan law, as

being in the nature of a guarantee provided by a participant to fulfill the obligations

∗Please also see the Drafting Notes at the end of this document.

Citi Sample Mandate March 2020 pg 21

of other participant), the board resolution approving the liquidity management

services (multi-entity structure) provided by each participant must acknowledge that

the arrangement will involve guaranteeing the obligations of the other participants

and providing of loans to the other participants, and state issuing of guarantees and

making loans is permitted by their Articles of Incorporation and mention amount limits

thereto. For Taiwan public companies and their affiliates, the aforesaid should also be

in accordance with the internal guarantee and lending rules and such companies

should also set out amount limits for guarantee and loan respectively.

4. For Philippines incorporated companies:

a. If the Company wishes to avail of Citi Markets products and services, the

following resolutions must be included:

“That any [one/two]* of the Authorised Signatories be and are hereby

authorised to enter into any custody services, foreign exchange, forward, swap,

option, future or other derivative contract or transaction, or combinations

thereof (each, a "Transaction") with Citibank, and to confirm that it has

appropriate risk management procedures and systems sufficient to manage

and monitor the risks it will take with respect to any such Transaction”

b. The Board Resolution or equivalent document has to be issued by the

Corporate Secretary or equivalent officer pursuant to the Articles of

Association and/or By-Laws of the company. The Board Resolution or

equivalent document must also state (i) the date and place of the meeting

where a quorum was present, and (ii) that the resolutions were approved by

the required number of directors pursuant to the company’s Articles of

Association and/or By-Laws.

5. For Korea incorporated companies – Minutes of Meeting of the Board of Directors or

an extract of such minutes is required to be submitted for these purposes. A circular

or written resolution alone will not be sufficient under Korean law.

6. For India incorporated companies - Circular resolutions are not acceptable. Section

179 of the Companies Act, 2013 inter alia requires that: (a) resolutions relating to

borrowing, lending or investment activities of the company be necessarily passed at a

meeting of the board of directors of the company; and (b) the said section 179 also

provides that vide a resolution passed at a board meeting, the Board may delegate to

any committee of directors, the managing director, the manager or any other principal

officer of the company or in the case of a branch office of the company, the principal

officer of the branch office, the powers to borrow monies subject to such conditions

as it may specify.

7. For Indonesia incorporated companies:

The title of the document shall be “Power of Attorney”.

Citi Sample Mandate March 2020 pg 22

8. For Sri Lanka incorporated companies:

If the Company wishes to avail of Citi Markets products and services, the following

resolutions must be included:

“That any [one/two]* of the Authorised Signatories be and are hereby authorised to

enter into any custody services, foreign exchange, forward, swap, option, future or

other derivative contract or transaction, or combinations thereof (each, a

"Transaction") with Citibank, and to confirm that it has appropriate risk management

procedures and systems sufficient to manage and monitor the risks it will take with

respect to any such Transaction”.

9. For Japan incorporated companies:

The following must be made clear for all sections of the BR/POA:

Whether the Authorised signatories are in place of statutory authorized

representatives or agents OR are in addition to statutory authorized representatives

or agents.

10. For Companies incorporated in Romania:

Unless otherwise instructed by the Company in writing the authorization in relation to

the cash accounts granted from time to time by the Company to its Authorized

Signatories / Operating Signatories shall cease 3 (three) years after appointment or

upon revocation communicated to the Bank , whichever is earlier.

With regards the competence for contracting credit products and establishing afferent

security interests and guarantees it is noted that if the Articles of Association of a

Company incorporated as a Romanian Limited Liability Company do not expressly

state that the directors/administrators have competencies regarding loans,

guarantees and complex treasury transactions, since such operations may imply

serious consequences upon the Company’s patrimony (in case of failure to meet the

contractual covenants and conditions), the competency of deciding on these matters

resides with the shareholder(s) (the direct owner(s) of the Company).

11. For Companies operating in the UAE, through their UAE branch:

Citibank N.A, UAE branch requires authority documents to explicitly empower the

Authorised Signatories and Operating Signatories to act on behalf of the Company’s

UAE branch (as appropriate). Therefore, any Company operating in the UAE should

specifically reference the Company’s UAE branch within the definition of the Company

when appropriate to do so.

12. For Companies that intend to take any borrowing/credit facilities from Citibank N.A.,

Kenya Branch, Citibank Uganda Limited, Citibank Tanzania Limited or Citibank Zambia

Limited:

Citi Sample Mandate March 2020 pg 23

A separate borrowing Board Resolution (or equivalent) must be provided for each and

every borrowing/credit facility. Therefore, clause 6 (a) and any other clause in this

template that purports to give Authorized Signatories powers to borrow or take credit

facilities on behalf of an entity is not applicable for all entities opening accounts with

Citibank N.A., Kenya Branch, Citibank Uganda Limited, Citibank Tanzania Limited or

Citibank Zambia Limited.

13. For Companies operating in Pakistan:

Circular resolutions would not be enforceable for credit related products.

14. For Companies incorporated in Italy:

Subject to the relevant provisions set out in the Company’s corporate documents, in

general:

(a) all topics to be resolved under the mandate (as the case may be) are to be

indicated timely in the agenda of the discussions (“ordine del giorno”) of the

respective managing body (e.g. board of directors) of the Company, to be duly

summoned pursuant to the Company’s by-laws; and

(b) the minutes of the resolutions of such managing body (e.g. board of directors)

are to be in compliance with the Company’s by-laws and are to, inter alia: (i)

reproduce the agenda, (ii) give evidence of the discussion held by the members

of the same, evidencing relevant corporate benefit thereof and (iii) resolve on

which specific empowerments the Company is comfortable with delegating,

using the relevant text under the template (as deemed necessary), approving it

accordingly (as the case may be). In the event the minutes of the resolution are

to be in Italian language, please translate the text accordingly.

With regard to delivery/certification to Citibank of said minutes of the resolution of

the competent managing body (e.g. board of directors), please note that the Company

is to provide Citi with a copy of such minutes, as duly written-up in the Company’s

ledger (as applicable), certified in wet ink by an authorized signatory (or signatories)

of the Company as being true, correct, complete and attesting that such resolutions

have not been subsequently revoked or modified and shall remain in full force and

effect until an amending resolution is duly passed and communicated to Citibank. Such

certified minutes are to be delivered to Citibank, N.A Milan Branch’s Account

Documentation Unit.

15. For Companies incorporated in Kazakhstan:

The sample Bank Mandate/ Board Resolution/ Power of Attorney may only be used by

entities with no legal presence in Kazakhstan. This is because entities with a legal

presence in Kazakhstan, including non-resident entities with a head of branch or

representative office in Kazakhstan, will vest powers with the CEOs under the by-laws

of the company or partnership, and/or local regulation (‘Resident Entities’). Resident

Citi Sample Mandate March 2020 pg 24

Entities must instead provide a board resolution, or equivalent, of appointment

(nomination) of CEO/ Head of the Branch/Rep. office. If such Resident Entities wish to

appoint an Authorised Signatory other than the CEO a Power of Attorney shall be

issued by the CEO to this effect (a sample of such Power of Attorney may be requested

from your local office in Kazakhstan). As a general rule, Head of the Branch/Rep.

office.is normally authorized both on(i) nomination of a board resolution or equivalent

and (ii) Power of Attorney.

16. For Companies operating in Kazakhstan:

In the event that the sample Bank Mandate/ Board Resolution/ Power of Attorney is

provided for Kazakhstan the following points should be noted: (a) any products may

be subject to additional local regulations which may require additional transaction

specific corporate approvals, including but not limited to all products that imply

credit/loan extension, (b) regardless of the tenor stated a maximum period of validity

for Power of Attorney is 3 years, (c) any open date Powers of Attorney will be treated

as 1 year tenor instruments pursuant to local regulation, and (d) if the Authorised

Signatories wish to delegate their authority they must provide a Power of Attorney to

this effect.

17. For Companies operating in Russia:

Any open date Power of Attorney is valid for 1 year from the date of its issuance. Under

Russian law, Power of Attorney on behalf of the Company is issued by CEO or other

person entitled to this by the Company’s constituent documents. Civil Code of Russia

contains certain mandatory requirements to powers of attorney and sub-delegation.

Local regulations and Company’s constituent documents may require additional

specific corporate approvals (if so, respective corporate approvals should complement

the package of documents provided). Authorities listed in clause 7 in respect of

Russian programs can be different and/or enhanced, and thus additional empowering

documents might be required. Application for commercial and customs card issuance

can be signed only by an individual included in Signature Card. Requirements to the

form of the documents provided for account opening are specified in the Instruction

of the Central Bank of Russia No. 153-I dated 30 May 2014.

Drafting Notes:

1. The BR should be executed in accordance with the Company’s Articles of

Association, and in line with the its corporate governance and constitutive

requirements. If a Power of Attorney (POA) is executed then the appropriate

authority of the individual/s to execute the POA should be provided as per Trade

Citi Sample Mandate March 2020 pg 25

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