written resolution of the board of directors of - ancoria bank · written resolution of the board...

WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS OF

……………………………………………………………………………… (“THE COMPANY”)

WITH REGISTRATION NUMBER………………………………………………………… DATED ………………………………..

PASSED AND SIGNED IN ACCORDANCE WITH THE RELEVANT ARTICLE OF THE COMPANY’S ARTICLES OF ASSOCIATION We, being the directors of the above named Company being entitled to receive notice of and to attend meetings of the Board of Directors, hereby

resolve the following unanimous resolution as a written resolution of the Board:

1. That Ancoria Bank Limited (“the Bank”) be appointed the Bankers of the Company.

2. That the Company shall apply to the Bank for the opening of a bank account/s now and/or in the future (including but not limited to the account/s

indicated in the Bank’s Application Form - Account Application Section, fixed term deposits, saving accounts) in the name of the Company

and/or jointly with any third party and/or for the use of any services at the Bank’s Banking Centres in accordance with the Bank’s General Terms

and Conditions, that have been thoroughly examined and approved by all of us, together with any other special terms that have been agreed/will

be agreed between the Bank and the Company.

3. That the persons whose details and specimen signatures appear in the Signing Authority & Specimen Signature Appendix (the “Appendix”) are

hereby appointed as authorised signatories (“the Authorised Signatories”) of the Company with signing authority to operate such account/s

within the set or agreed maximum daily transfer limits as specified in the Appendix until the Bank is notified as provided in paragraph 16

herein below.

4. That the Authorised Signatories are hereby authorised to complete and sign any application form and/or any other required forms, documents,

mandates and deeds, including self-certifications for tax compliance purposes, agreements ( including without limitation indemnity or counter

indemnity agreements), powers of attorney, undertakings of commitment/ liability, and/or open and/or close and/or renew such accounts and/or

negotiate the interest rate and/or set the period, currency and the operation and/or accept the debit of any relative charge/s in relation to such

accounts and/or receive information and/or receipt about same and to do all such acts, things and matters whatsoever for the opening of such

accounts and for the execution of any and/or all acts referred to herein in this resolution.

5. That the Bank be and is hereby authorised to honour all orders (including but not limited to cheques, payment requests, transfers, bills accepted,

promissory notes made) which may be drawn in connection with such accounts and to debit such orders to the Company’s account/s whether

such account/s be for the time being in credit or overdrawn or may become overdrawn as a consequence of such debit, but without prejudice

to the Bank’s right to refuse to allow any overdraft or increase of overdraft beyond any specified limit from time to time, provided such orders

are signed by the Authorised Signatories.

6. That the bank be and is hereby authorised and requested to act upon instructions in relation to the maintenance and operation of any such

account/s including but not limited to the blocking of funds from such account/s as security for the obligations of the Company or any third party.

7. That the Authorised Signatories be and are hereby authorised to execute instructions to the Bank for the carrying out and handling of transactions

of the Company in relation to documentary credits for import or export, letters of guarantee and bills of lading for import or export and bills of

exchange for discounting of bills of exchange or lading and any other transactions that will be carried out by the Trade Finance Department

and/or any other department of the Bank.

8. That the Authorised Signatories be and are hereby authorised to receive from the Bank, User ID(s) and Password(s) in order to operate and/or

utilize other available services of the Bank's Online Banking in connection with such account(s) and to give instructions in the manner and as

per the Access Levels specified in the Appendix. It is provided that the definitions used in the General Terms and Conditions and the Terms of

Use of Online Banking shall apply.

9. That the Authorised Signatories/Directors are hereby authorised, by signing the Authorised Users Section of the Bank’s Application Form to

nominate other persons, whose details appear in the Authorised Users Section of the Bank’s Application Form, to operate such accounts

for “information only” and/or for “initiate only” and/or "information & initiate only" as specified therein. It is provided that the definitions used in

the General Terms and Conditions and the Terms of Use of Online Banking shall apply.

10. That all the Company’s Accounts, including any accounts that the Company may open with Ancoria Bank in the future, will automatically be

connected to Bank’s Online Banking with the Authorised Signatories as per Paragraph 3 herein, except otherwise notified in writing by the

Company.

11. That additionally the Bank is hereby authorised to issue debit cards (hereinfafter “the Cards”) to the persons whose details appear in the

Corporate Cards Section of the Application Form – Account Application Section, (hereinafter the “Cardholders”, as this term is defined in the

Terms of Use of Bank Cards).

12. That the Cardholders are hereby authorized to do all such acts, things and matters whatsoever that a Cardholder may do under the General

Terms and Conditions and the Terms of Use of Bank Cards and any other special terms that have been agreed/will be agreed between the

Bank and the Company by applying the daily purchases limits and other powers, including but not limited to the power to exclude all

cardholders from using their Card for withdrawals of cash from ATMs and Self Service Kiosks and/or disallow the use of Card on the Internet

for any of the Cardholders as specified in the said Corporate Cards Section.

13. That the Bank is hereby authorised to receive and accept instructions from the Authorised Signatories to issue new Cards to the directors and/

or the employees of the Company, as new Cardholders, and/or replace such existing Cards and such new Cardholders will have the same

powers as described in paragraph 12 hereinabove, by applying the daily purchases limits and other powers as shall be specified each time in

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14. That the Bank be furnished with certified true copy of the Company’s Memorandum and Articles of Association and with certified true

copies of any amending special resolutions that may from time to time be passed and with any other documents and information that the

Bank may request from time to time.

15. That the Bank be furnished with a list of names of the directors, secretary and other officers of the Company and that the Bank be

authorised to act on any information given by any director or the secretary as to any changes to the composition of the Board of Directors

or management of the Company or to any particulars of the Company declared in the General Information Section of the Application Form

of the Bank. Further that the Bank be furnished with supporting documentation as to any such change by any director or the secretary of

the Company.

16. That the Company may change any and/or all of the Authorised Signatories by providing the Bank, at the relevant time, with a new written

resolution signed by all directors or with minutes of meeting of the Board of Directors signed by the chairman and the secretary of the Company

and/or by any other person in the manner as explicitly provided for by the Articles of Association of the Company and the Company

acknowledges that until the Bank receives such notice it will not be liable in any way for the execution of acts and/or the consequences of acts

executed by the Authorised Signatories.

17. That this resolution be communicated to the Bank and remain in force until an amending resolution shall be passed by the Board of Directors

of the Company and be communicated to the Bank and/or until the Bank receives a notice of any dispute concerning this resolution signed by

any director of the Company, in which case the Bank shall have the right to act upon such notice.

18. That the Company further agrees that in the event of a filing of a winding up order and/or the winding up of the Company for any reason

whatsoever, the Bank shall have the right to block the account until the Bank is furnished with such an order and/or decision and/or certification

by a Court and/or by any public and/or other competent authority which the Bank may, at its absolute discretion deem satisfactory and/or

necessary.

19. That the information above can and may be disclosed to other entities of Ancoria Bank Group for their own use.

20. That the Bank be and is hereby authorised according to the Business of the Credit Institutions Law (N.66(I)/97) and the Directive of the Central

Bank of Cyprus No. 414/2013 as amended from time to time, to disclose information related to the Company including amongst others any data

related to account/s maintained with the Bank as well as the management and movement of these mentioned account/s, as well as any other

information related to collaterals and/or guarantees given from the Company to the Bank, to a system or a mechanism for the exchange of data

and to companies/organization which offer evaluation services of the repayment ability and/or collect and transfer information related to the

financial behavior of physical and/or legal persons. The above information is necessary to protect commercial credit and improve commercial

transactions and/or evaluate the creditworthiness of customers and/or potential customers and is disclosed to Credit Reference Agencies,

including Artemis Bank Information Systems Ltd., and the Company hereby agrees and acknowledges that the recipients of the above data

are the Authorised Credit Institutions and the Credit Institutions that operate in the Republic under section 10A of law N.66(I)/97, as well as the

Central Bank of Cyprus.

21. Furthermore the Company agrees and acknowledges that it has the right of access and correction (rectification) in the database of

Artemis for its personal data, according to the relevant provision of legislation.

22. That in consideration of the Bank’s complying with these resolutions, the Company hereby undertakes to indemnify the Bank against any loss,

charge or expense, which the Bank may suffer or sustain thereby and to absolve the Bank from all liability for loss or damage which the Company

may sustain from the Bank’s acting on these resolution.

23. That the expression director(s) in the above resolutions shall include alternate director(s).

SIGNATURES OF ALL DIRECTORS

NAMES SIGNATURES I.D./PASSPORT NUMBER CAPACITY

COMPANY SECRETARY NAME SIGNATURE I.D./PASSPORT NUMBER CAPACITY

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the relevant application for Cards and/or any other documents as the Bank may request for issuing and/or using and/or replacing Cards. It is

further provided that for issuing and/or using and/or replacing Cards to persons other than the directors and/or employees of the Company

the Board of Directors shall provide the Bank, at the relevant time, with a new written resolution or with minutes of meeting and shall sign the

relevant documents provided by the Bank to this respect.


……………………………………………………………………………… (“THE COMPANY”)


PASSED AND SIGNED IN ACCORDANCE WITH THE RELEVANT ARTICLE OF THE COMPANY’S ARTICLES OF ASSOCIATION

Signing Authority & Specimen Signatures Appendix

The Signing Authority in this appendix will be applicable for all existing and future accounts of the company, unless a new/specialCompany resolution is given.

Date: D D / M M / Y Y Y Y

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Number of Maximum Maximum transactions amount amount

per transaction per day € €

Own account transfer: Transfer between connected accounts of the customer with Ancoria Bank

Internal account transfer:Transfer to other Ancoria Bank customers

SEPA payment: Transfer in Euro within Cyprus and EU area

International transfer:Transfer of foreign currency (non Euro) within and out of Cyprus

Bulk internal transfer:Multiple transfers to other Ancoria Bank customers

Bulk international transfer:Multiple transfers worldwide

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Online Banking Daily Transfer Limits:

For security purposes, the Bank applies daily transaction limits to online banking transfers, as shown on the Bank's website. If you require the Bank to set different daily transfer limits please fill in below.


……………………………………………………………………………… (“THE COMPANY”)



AUTHORISED SIGNATORIES

INITIALS: of 5

Signatory 1

Full name:

Capacity:

I.D./Passport Number:

Nationality:

Online Banking User ID:

Email Address:

Mobile Number:

Signatory Group (e.g.A,B,C):

Specimen Signature of Signatory 1: Online Banking Type of Access:

NO ACCESS

INFORMATION ONLY

INITIATE ONLY

FULL ACCESS

Signatory 2

Full name:

Capacity:


Nationality:


Email Address:

Mobile Number:



NO ACCESS

INFORMATION ONLY

INITIATE ONLY

FULL ACCESS

Any one alone All jointly ONLY:

Other (please specify):

Signing Authority & Specimen Signatures Appendix

The Signing Authority in this appendix will be applicable for all existing and future accounts of the company, unless a new/special company resolution is given.

Online Banking Transfers:In the case where the Signing Authority Instructions below appoint two or more Authorised Signatories to act jointly the Bank considers the act of an Authorised Signatory to initiate a payment as authorisation of the payment transfer.

If the number of authorised signatories exceed 6, please indicate here and complete an additional Signing Authority & Specimen Signatures Appendix.

Signing Authority Instructions:

In the case where the option “Any one alone” is selected, each Authorised Signatory has full power and authority to operate the account and to bind the Company in all respects.

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……………………………………………………………………………… (“THE COMPANY”)



Signing Authority & Specimen Signatures Appendix The Signing Authority in this appendix will be applicable for all existing and future accounts of the company, unless a new/special company resolution is given.

AUTHORISED SIGNATORIES

INITIALS: of 5

Signatory 3Full name:

Capacity:


Nationality:


Email Address:

Mobile Number:



NO ACCESS

INFORMATION ONLY

INITIATE ONLY

FULL ACCESS

Signatory 4Full name:

Capacity:


Nationality:


Email Address:

Mobile Number:



NO ACCESS

INFORMATION ONLY

INITIATE ONLY

FULL ACCESS

Signatory 5

Full name:

Capacity:


Nationality:


Email Address:

Mobile Number:



NO ACCESS

INFORMATION ONLY

INITIATE ONLY

FULL ACCESS

Signatory 6

Full name:

Capacity:


Nationality:


Email Address:

Mobile Number:



NO ACCESS

INFORMATION ONLY

INITIATE ONLY

FULL ACCESS

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written resolution of the board of directors of - ancoria bank · written resolution of the board...

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