Template Board Shareholders Resolution

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Template resolution

This is a suggested form of director/shareholder resolution for your consideration should


you wish to avail banking products and services from HSBC Bank Middle East Limited,
HSBC Bank Egypt S.A.E. or HSBC Bank Oman S.A.O.G., together (“HSBC”). Please refer
to the template resolution guidance notes for an explanation as to why HSBC requires
each paragraph. This does not constitute advice by HSBC to you, your officers or any
other person. In particular, this wording does not take into account any provisions of your
constitutional documents. HSBC makes no representation that the below resolutions are
effective, nor that they comply with any applicable laws, regulations, or other restrictions
applicable to you, your officers, or any other person, nor that they achieve the corporate
purpose that you may be seeking to achieve.

TO BE PROVIDED ON COMPANY’S PRINTED LETTER HEAD

RESOLUTION OF THE BOARD OF DIRECTORS / SHAREHOLDERS [delete as


appropriate] OF .……………………………………………………………. [insert full
legal name of company] (THE “COMPANY”) DULY ADOPTED AND PASSED IN
THE MEETING HELD ON….……………….. [INSERT DATE OF MEETING]

It was resolved to open and operate bank accounts with [INSERT APPLICABLE HSBC
ENTITY] (the “Bank”), in the name of …………………………………………..
It was also resolved to avail all types of banking facilities, electronic / internet banking
facilities, borrowing, credit facilities, trade facilities, treasury facilities (the “Facilities”)
products and services, and any liquidity products from one or more members of the HSBC
Group.

It was also resolved that ………………………… and ……………………….. is/are


[delete as applicable] authorised to do the following singly /any [two] jointly [delete as
applicable] in the name of, and for and on behalf of, the Company:
1. open, operate and close bank accounts;
2. to execute any agreement, undertaking, indemnity or any other document (whether
entered into in physical form or electronic form) required by the Bank for the
opening, operation and management or closure of the bank accounts (through the
Bank’s electronic channels or otherwise) and / or banking services or Facilities
availed;
3. to enter into all agreements and/or documents (whether entered into in physical form
or electronic form) required to authorise any third parties, including, without
limitation, affiliates of the Company (including anyone appointed by them) to
access, manage, transact and use any accounts or amend any banking services on
behalf of the Company;
4. to authorise any persons to give instructions to the Bank verbally (including over the
telephone) or in writing (including by email, through any electronic trading system,
by electronic click-through agreement or otherwise) in connection with the entry

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into, or variation or cancellation of, any foreign exchange transaction only with the
Bank;
5. to enter into any documentation (whether entered into in physical form or electronic
form) required by or for the purposes of any netting, aggregation, pooling, interest
enhancement arrangement or such other liquidity products (whether notional or
actual) with the Bank and/or any affiliate of the Bank;
6. to execute any applications (whether entered into in physical form or electronic
form) to avail or drawdown any borrowing or other Facilities, including guarantee
applications, import and export facilities and to execute any facility agreements,
utilisation requests or other transaction documentation and any amendments or
modifications thereto in connection with such facilities;
7. to grant security and execute all associated security documents (including but not
limited to guarantees, assignment of rights, pledges and mortgages) in connection
with any Facilities availed by the Company or on its behalf;
8. to grant security and execute all associated security documents (including but not
limited to guarantees, assignment of rights, pledges and mortgages) in connection
with any Facilities availed by any other third party or on their behalf;
9. to delegate all or any of their powers to any person(s) on behalf of the Company;
10. to delegate and to sub-delegate as required for the establishment of administrators
and users within internet / electronic banking channels; [and]
11. [to enter into arbitration agreements on behalf of the Company and submit to the
jurisdiction of arbitral tribunals for the resolution of disputes, whether in the UAE or
otherwise].

Shareholders / Board of Directors / Authorised Signatory [delete as applicable]

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