Offer Letter

INTERNAL INTERNAL TAISEI CORPORATION Proposal for provision of Cash Management Services 29 March 2022 Strictly Private and Confidential STANDARD CHARTERED’s Cash Management Proposal to TAISEI CORPORATION Page i Strictly Private & Confidential Version: June 2020_Jun21NewSOC INTERNAL INTERNAL Table of Contents Executive Summary ................................................................................................................................ .............................. 2 Solutions Overview ................................................................................................................................ ............................... 3 1. Payables Management ................................................................................................................................ .................. 3 2. Online banking through “Straight2Bank” ................................................................................................ ........................ 5 3. Product wise Documentation ................................................................................................................................ ......... 6 Schedule of Charges ................................................................................................................................ ............................. 7 Relationship Management ................................................................................................................................ .................... 8 Annexures ........................................................................................................................................................................... 10 STANDARD CHARTERED’s Cash Management Proposal to TAISEI CORPORATION Page 2 Strictly Private & Confidential Version: June 2020_Jun21NewSOC INTERNAL Executive Summary Standard Chartered Bank welcomes this opportunity to provide TAISEI CORPORATION (TC) with a comprehensive statement of Cash Management capabilities to address TC’s requirements. Having reviewed and understood TC’s requirements, we believe we are well positioned to meet TC’s goals and priorities. Standard Chartered has a presence in Bangladesh for more than 100 years and is a leader amongst technological and banking infrastructure. Our focus on our clients, continued investment in Bangladesh and successful experience with large international and local companies places us in a good position to meet TC’s needs. It is our privilege to be given this opportunity to enhance our relationship with TC and we look forward to building a long- lasting partnership to collaborate with TC to drive Bangladesh’s economy. Through this proposal, we aim to work with TC to become TC’s banker of choice. Our solution incorporates a client centric approach to implementation, which will ensure that deployment of all services is undertaken smoothly and professionally. Standard Chartered’s relationship management team takes pride in its ability to understand our client’s requirements. We believe that Standard Chartered contributes to the relationship by providing solutions to challenges and identifying opportunities to enhance procedural and financial needs. A snapshot of our key offerings: Document Title Comprehensive reporting capabilities , via Excel and/or PDF reports for your accounts held in Bangladesh; A dedicated implementation/ integration team to ensure a smooth migration of services and a single Relationship Management point of contact based in Bangladesh. Help you achieve automation and process efficiency in receivables management and payments with our innovative solutions Streamline and rationalise your banking relationship and account structure for greater visibility and better control of accounts in- country, regional and global A single global internet platform, ‘Straight2Bank ’ which provides greater control and visibility of all accounts; and End to end integration with your Enterprise Resource Planning (ERP) STANDARD CHARTERED’s Cash Management Proposal to TAISEI CORPORATION Page 3 Strictly Private & Confidential Version: June 2020_Jun21NewSOC INTERNAL Solutions Overview 1. Payables Management Standard Chartered offers a wide range of payment modes to cater to your various types of disbursement requirements, entailed as follows: Value Propositions of our different Payments Solutions: • Online Origination: Various payments can be initiated and authorized through our secured online banking platform ‘Straight2Bank’ • Single payment file for all payment types sent through Straight2Bank: RTGS, BEFTN, Pay Order, Demand Draft, Corporate Cheque, Onsite Cheque Printing, Account to Account Transfer, etc. • Authorization matrix can be defined as per TC’s requirement conforming to Board Resolution. • Remote Printing – Onsite Cheque Printing at TC’s designated offices with signature verification at back end – unique in the market . • Mobile Authorization - Facility for authorizing payments using mobile phone – an Industry First . • Centralised / Decentralised payment processing as per TC’s operational requirement • Positive Pay : Straight2Bank initiated payments does not require additional confirmation for cheques issued over certain threshold as required by Bangladesh Bank . Moreover, Standard Chartered reconciles instruments details once received through clearing with information stored during printing of instruments. Therefore, it gives fraud protection to TC if cheques are not genuinely issued by TC. • Through Straight2Bank Wallet, payments are directly credited into electronic wallets same day, reaching even unbanked individuals. The details of our different payment propositions are given below: 1.1. Account to Account Transfer TC can initiate payment instruction to transfer funds to its account or other beneficiaries where the accounts are maintained with Standard Chartered under “ Book Transfer ” option of the bank’s electronic banking platform Straight2bank. Same currency transfers can be facilitated 24/7/365 (unless there are any restrictions put in the beneficiary’s account). This type of payments will be effective almost instantly when the instructions come to Standard Chartered. 1.2. Bangladesh Electronic Fund Transfer Network (BEFTN) TC can make payments to all BEFTN member banks spanning over 10,500 branches electronically and can be initiated through Straght2Bank. This is the most stable and cost-effective solution available in Bangladesh for inter-bank electronic fund transfers. The diagram given in Annexure illustrates the flow of BEFTN Payment including the general timeline it follows. 1.3. Real Time Gross Settlement (RTGS) TC can initiate payments through Straight2Bank platform for making payments using RTGS module. ‘Gross Settlement’ means the settlement of funds transfer instructions occurs individually (on an instruction by instruction basis). Some of the key features of RTGS payments are: • Standard Chartered shall send Payment Instructions to BD-RTGS system on your behalf within at most 30 (thirty) minutes from the receipt of the corresponding request and debiting your account • Currency supported is currently BDT only • Minimum Transaction amount: BDT 100k/ transaction • Return TAT: 1 hour The above-mentioned features are in line with Bangladesh’s central bank’s guidelines. If there is any change on these according to Bangladesh’s central bank’s guidelines, the same will automatically be applicable for you (whether or not Standard Chartered notifies you about such changes from time to time). We strongly urge that RTGS fund flows are advised through written letter/email notification to Standard Chartered prior to initiation at your end. This will help in efficient execution of the transactions and avoid processing delays which may arise due to regulatory and prudential liquidity compliance requirements. The thresholds and timelines for written notification of fund inflows and outflows to Standard Chartered are as follows: STANDARD CHARTERED’s Cash Management Proposal to TAISEI CORPORATION Page 4 Strictly Private & Confidential Version: June 2020_Jun21NewSOC INTERNAL Amount per day Cut-off Time BDT 50 million and above One business day (Sunday to Thursday, except public holidays) prior to the actual transaction date or earlier Above thresholds and timeline will be reviewed from time to time by Standard Chartered, at its discretion, and will be communicated to you accordingly thereafter. The diagram given in Annexure illustrates the flow of RTGS Payment including the general timeline it follows. 1.4. Internet Banking Fund Transfer (IBFT) IBFT allows the bank’s customers to send real time payments to another bank from our online platform Straight2Bank. The transactions are credited to the beneficiary account within 45 seconds and the settlement system operates 24x7. Standard Chartered did the industry first live transaction for a corporate client using Straight2Bank. As limited number of banks are participating in the IBFT network as of now, before initiating IBFT transactions please check whether the beneficiary bank is IBFT enabled or not. Features of IBFT Transaction Types Account to Account Account to Card Origination Method Straight2Bank Web, Mobile or H2H Transaction Limits BDT 200,000 maximum per transaction BDT 1,000,000 daily transaction limit 20 transactions per day Transaction TAT 45 seconds Operating Frequency 24x7 The diagram given in Annexure illustrates the flow of IBFT Payment including the general timeline it follows. 1.5. Duty Payment through RTGS This solution has been introduced by National Board of Revenue, Bangladesh Bank and Sonali Bank allowing other bank clients to make Import Duty Payment to Customs Houses via RTGS. At Standard Chartered we are offering this through our Straight2Bank NextGen platforms where the transaction originated by you is sent to Sonali Bank for updating Bangladesh Custom’s ASYCUDA system and our client is notified on the transaction status by Sonali Bank to the mobile number provided with the transaction– thus saving significant time for our clients. The product can be availed only through NextGen version of Straight2Bank platform. Clients already onboarded to Straight2Bank platform would also require to be onboarded separately to Straight2Bank NextGen; where clients will have the same login page and password but separate group ID for Straight2Bank NextGen only. Features of Duty Payment through Straight2Bank NextGen Payment system Real Time Gross Transfer (RTGS) Turn Around Time (TAT) 1 hour Cut-off time 3 PM A detailed process flow of Duty Payment through Straight2Bank NextGen can be found in Annexure. 1.6. Payroll Payments Our proprietary electronic banking system, Straight2Bank is able to support data masking and segmentation by tagging users to specific payment types and roles, hence allowing only authorised personnel to access sensitive payroll information. Segregation of duties can be achieved without the need to open additional accounts. Our payroll payments module covers Account to Account transfer for payment to Standard Chartered accounts and BEFTN for payment to other bank accounts. STANDARD CHARTERED’s Cash Management Proposal to TAISEI CORPORATION Page 5 Strictly Private & Confidential Version: June 2020_Jun21NewSOC INTERNAL 2. Online banking through “Straight2Bank” Our cash management solutions can be automated using our state-of-the-art internet platform – “Straight2Bank”. Your payment instructions will come to our processing hub through online authorization from your end resulting in immediate transaction processing. The only requirement is internet access. Straight2Bank uses the highest level of security available in the world today. All communication between your browser and Straight2Bank are fully encrypted using 128-bit SSL encryption and authenticated with StanChart’s world class Global Trust Infrastructure (our PKI process) that meets the Global standard. Straight2Bank offers comprehensive reporting solutions for your collection and payments and is accessible 24/7, via internet. 2.1. Reporting through Straight2Bank: As per your requirement for obtaining online reports and statements, few of the major reports are listed below for your reference: • Account Statement • Account Balance • Balance History • Intraday Transaction Details Any report mentioned above can be downloaded in your computer. Using Straight2Bank for your reporting purposes will save you time and ease your process of reconciliation. 2.2. Payments through Straight2Bank Standard Chartered offers a wide range of payment modes to cater to your various types of disbursement requirements, entailed as follows: • Issuance of instruments – Pay Order, Demand Draft, Cheques etc • Account to account transfer within Standard Chartered • Electronic transfer to other bank accounts using BEFTN, RTGS, IBFT through NPSB • Outward Telegraphic Transfer for overseas payments • Duty Payment through RTGS The diagram given in Annexure illustrates the flow of Straight2Bank Payment. STANDARD CHARTERED’s Cash Management Proposal to TAISEI CORPORATION Page 6 Strictly Private & Confidential Version: June 2020_Jun21NewSOC INTERNAL 3. Product wise Documentation In order to initiate the implementation of our products and Straiht2Bank platform, the following documents are required to be signed and accepted by your authorized signatories: 3.1. Payables Management Solutions BEFTN o BEFTN Form 3.2. Straight2Bank Straight2Bank (S2B) services o Service Application Form o Standard Terms o Consolidated Country Supplement o Straight2Bank form o Relevant Service Supplements General • Acceptance of proposal / offer letter by authorized signatories • Board resolution/extract/instruction mentioning your consent to avail the facilities from Standard Chartered Note: • If you have previously signed any of the above required documents, you are not required to sign them again. Notwithstanding the foregoing, Standard Chartered reserves the right to collect any other information and/or document required by it from time to time for the services contemplated under this document pursuant to its policies and regulatory requirements and the client undertakes to provide the same STANDARD CHARTERED’s Cash Management Proposal to TAISEI CORPORATION Page 7 Strictly Private & Confidential Version: June 2020_Jun21NewSOC INTERNAL Schedule of Charges Product & Services Standard Charge Inward Remittance Inward remittance to StanChart account (as per BB instruction) Free Payments Salary/Book transfer through Straigh2Bank Free Payment through RTGS – Straight2Bank BDT 20 (including VAT) Duty payment through RTGS Free Payment through Bangladesh Electronic Fund Transfer (BEFTN) Free Payment through Internet Banking Fund Transfer (IBFT) Free Electronic Banking – Straight2Bank Straight2Bank (Transactions) – Monthly BDT 1,000 Vasco Token – Setup Charge/Replacement Free The standard charges mentioned above are effective from February 01, 2021 onwards. Charges or fees not mentioned in the above table or not previously negotiated will be applicable according to the Schedule of Charges (SoC) published on Standard Chartered BD website (https://www.sc.com/bd/). * VAT (15%) will be applicable for all mentioned charges ** All charges relating to BEFTN collection and payment is FREE till date. Please note that BEFTN transactions are subject to Bangladesh Bank guidelines which may cause change in charges in the future. *** Week shall mean and refer to the period from Sunday to Thursday, except public holidays. Standard Chartered’s favourable pricing outlined in the table above are committed to TC for a period of one year from the date of your acceptance of Standard Chartered’s proposal. A review will be conducted afterwards on a yearly basis to determine if transaction and balance levels warrant further concessions or adjustments. This pricing list has been prepared for TC only. It contains confidential information that is proprietary to Standard Chartered. We request that this material not be disclosed to any other person or entity without our prior written consent. The terms of this proposal may be changed at the sole discretion of Standard Chartered at any point of time upon 30 days’ notice to TC and such changes shall automatically become applicable to TC as per the policy of Standard Chartered. Any changes to our Schedule of Charges will be made available on Standard Chartered BD website upon 30 days’ notice. It may take up to seven (7) working days after your acceptance of this offer letter for any preferential pricing to be effective. You may be charged as per Standard Schedule of Charges (SoC) during this period. Above Pricing & Conditions Accepted: Authorized Signatory(s) Authorized Signatory(s) Authorized Signatory(s) TAISEI CORPORATION STANDARD CHARTERED’s Cash Management Proposal to TAISEI CORPORATION Page 8 Strictly Private & Confidential Version: June 2020_Jun21NewSOC INTERNAL Relationship Management Standard Chartered’s Client Service team will ensure that proposed solutions are implemented effectively and efficiently by a team of its experienced officers utilizing a series of tried and tested tools and techniques, coordinated by a single point of contact dedicated to TC. Standard Chartered looks forward to and anticipates the prospect of initiating a deeper relationship with TC. Standard Chartered views this Transaction Banking proposal as an important step towards cementing its relationship with TC. Please direct any queries regarding this proposal to: Nadia Mahbub Director, Global Subsidiaries Ph: 88 02 88330034 4420 Email: nadia.mahbub@sc.com Dedicated Service Management A dedicated client service group is working from 10 am to 6 pm on business days (Sunday to Thursday, except public holidays) to meet any kind of post transaction or any other service requirement of TC. To get the service, just contact Client Services Group at: Hotline: +88 09 666 77 2424 from 10:00 am to 6:00 pm on working days Email : Straight2bank.bd@sc.com The team will promptly attend you with right feedback and update. STANDARD CHARTERED’s Cash Management Proposal to TAISEI CORPORATION Page 9 Strictly Private & Confidential Version: June 2020_Jun21NewSOC INTERNAL Conclusion We believe Standard Chartered’s comprehensive cash management solution will provide the following value to TC: • Improved visibility and the efficient management of critical transactions and timely liquidity to support payments. • Reduced cost associated with high transactions and manual reconciliation • Competitive customised pricing reflective of our commitment and desire to strengthen our relationship with you Reporting: Straight2Bank is our state-of-the-art electronic channel for report and transaction initiation. Daily reports can be generated from Straight2Bank based on your requirements at day end or whenever required by a user-friendly report downloading option. You can access all your daily collection reports online from Straight2Bank. Please contact Standard Chartered representatives entailed in section 5 for further clarification on the proposal. Relationship between Standard Chartered and TC shall be governed by the terms and conditions set out in the relevant documents or agreements applicable for the individual services and solutions. Until execution of those documents or agreements, terms and conditions of this letter shall govern the relationship between the parties. Unless otherwise agreed between the parties, terms and conditions and relationship between the parties and this document shall be subject to the laws of Bangladesh and the courts of Bangladesh shall have non-exclusive jurisdiction to resolve any dispute or difference between the parties. This paper is prepared by Standard Chartered exclusively for TC. It contains confidential information that is proprietary to Standard Chartered. TC agrees that it shall not disclose any of the content of this paper to any other person or entity without the prior written consent or permission of Standard Chartered. TC also agrees that it shall not enter into discussions with any third parties in relation to the subject matter of this paper without the prior written consent of Standard Chartered. We would be delighted to meet and discuss any clarifications at your convenience. We would appreciate if you kindly sign the duplicate copy of this letter as your acceptance to our proposal on or before 30 days from issue date . We look forward to further enhancing the relationship between our organisations and assure you of our best services and support at all times. Thanking You Sincerely Yours Nadia Mahbub Director, Global Subsidiaries Acceptance On behalf of TAISEI CORPORATION, I/we agree to the contents of this proposal, along with annexures, and terms and condition mentioned therein from Standard Chartered Bank and request the bank to take necessary steps to implement solution(s) for our organization. Yours Sincerely Authorized Signatory(s) Authorized Signatory(s) Authorized Signatory(s) TAISEI CORPORATION STANDARD CHARTERED’s Cash Management Proposal to TAISEI CORPORATION Page 10 Strictly Private & Confidential Version: June 2020_Jun21NewSOC INTERNAL Annexures Annexure: BEFTN Payments Annexure: Straight2Bank Payment Flow The entire payment solution can be automated using our latest web-based payment platform – Straight2Bank Payment. The payment instructions will come to our processing hub through authorization from your end resulting in immediate transaction processing. STANDARD CHARTERED’s Cash Management Proposal to TAISEI CORPORATION Page 11 Strictly Private & Confidential Version: June 2020_Jun21NewSOC INTERNAL Annexure: Payroll Payments Annexure: Duty Payment through Straight2Bank NextGen Annexure: Payment through RTGS Annexure: Payment through IBFT