Cash Management Offer Letter NICCA

RESTRICTED Cash Management Proposal (Internet Banking and Cash Management Solutions) Prepared for NICCA BANGLADESH CO. LTD. 03 October 2023 Page 2 of 11 RESTRICTED TABLE OF CONTENTS 1. EXECUTIVE SUMMARY ............................................................................................................... 3 Introduction ......................................................................................... 3 Meeting Your Objectives .......................................................................... 3 2. HSBC net – INTERNET BANKING ............................................................................................... 4 2.1 What is HSBCnet ............................................................................... 4 2.2 Core HSBCnet Features ....................................................................... 4 2.3 Security ......................................................................................... 4 2.4 HSBCnet Mobile ................................................................................ 4 4. PAYMENTS SOLUTIONS ............................................................................................................. 5 4.1. Account-to-Account Transfers through HSBCnet ................................. 5 4.2. Integrated Payments Solutions- Cheque Outsourcing Service (IPS COS) ...... 5 4.3. Remote Printing of the IPS COS Instruments ...................................... 5 4.4. Payment through Bangladesh Electronic Fund Transfer Network (BEFTN) ... 6 4.5. Payment through Real Time Gross Settlement (RTGS) .......................... 6 4.6. eDuty: Online Duty Payment through RTGS ....................................... 7 4.7. eVAT: Online VAT Payment through RTGS ........................................ 7 4.8. Payment Advising ..................................................................... 8 5. KEY BENEFITS OF OUR SOLUTION .......................................................................................... 8 6. PRICING FOR THE PRODUCTS & SOLUTIONS ........................................................................ 9 Page 3 of 11 RESTRICTED 1. EXECUTIVE SUMMARY Introduction HSBC welcomes this opportunity to provide NICCA BANGLADESH CO. LTD. with our proposal for Cash Management services in Bangladesh. This document will outline the details of our solutions and the benefits to your operations in Bangladesh. HSBC is a leading provider of cash management solutions in Asia as well as in Bangladesh. Our history, franchise and geographic reach throughout the region provide us with unrivalled local expertise and economies of scale advantages. Our cash management capabilities in Asia are proven with HSBC awarded as the Best Cash Management Bank in 2009, 2010, 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019, 2020, 2021and 2022 in Bangladesh by Euromoney Cash Management Poll. HSBC is positioned to deliver market-leading expertise for your banking needs. Meeting Your Objectives Based on our discussions with you, we have gained an understanding of NICCA BANGLADESH CO. LTD. business model and your key Cash Management objectives in Bangladesh. Our proposed solutions will meet all of your objectives and deliver the following benefits: Objectives HSBC’s Solution and Benefits available Avail Internet Banking facilities to control all accounts and cash flows from a central location HSBC is offering HSBC net - the premier electronic banking service in Bangladesh Benefits: ✓ Easy access to online Bank Statement ✓ Availability of various customized MIS on Collection & Payments ✓ Improves management information reporting and control ✓ Origination of all payment instructions including account to account transfers, BEFTN, RTGS, Pay Order and Company Cheques can be given Cost- & time-efficient, as well as secured management of Payments Establish a structured method for payments. Benefits ✓ On-line payment instruction through HSBC net ✓ Priority Payment (immediate) and Bulk Payment Processing (batch) ✓ “Maker–Reviewer–Authoriser” – three layers of authorization ✓ Hassle-free countrywide payments instructions from a single bank ✓ Electronic fund transfer to any bank in Bangladesh leveraging BEFTN ✓ For Cheques (printed through HSBC net ), the auto-reconciliation report is available in HSBC net , through which customers can view the latest status of each instruments (presented and outstanding) on daily basis Printing of the instruments at own office premises Printing instruments (cheques) at your office premises. Benefits ✓ Bulk printing facility ✓ Printing capacity from five different locations ✓ With or without digital signature – both the options are available ✓ No dependency on banking cut-off time and courier delivery Our solutions will enable NICCA BANGLADESH CO. LTD. to start a significant banking relationship with HSBC in Bangladesh, obtain full visibility on its fund positions, and facilitate a faster and efficient local payments processing at a very competitive cost. We believe HSBC will become the natural partner for NICCA BANGLADESH CO. LTD., and we look forward to deepening our relationship in the days to come. Page 4 of 11 RESTRICTED 2. HSBC net – INTERNET BANKING 2.1 What is HSBC net HSBC net is an Internet platform that provides a single point of entry to the online solutions offered to our Corporate, Investment Banking and Markets business. These solutions include HSBC's award- winning research, plus a range of cash management and treasury and capital markets products and services, presented in a format that can be personalized to meet the individual needs of our customers. 2.2 Core HSBC net Features Balance and transactions reporting: • Account Statements viewing, in REAL TIME! • Account and transaction inquiries by date, amount, and other criteria. • Daily statement download and printing capability for long term record/reconciliation. • Variety of reports in a wide variety of formats in ONE platform, for every banking service we provide (collections and payments of all types). Payments: • Option to originate Priority Payments (instant processing of individual instructions) or Bulk files (daily batch processing) • Payment instruction creation through online banking platform or file upload • INSTANT account-to-account transfers within HSBC Bangladesh customer base. • Robust advising engine at your disposal, to send advice of ANY payment to ANY appropriate party. • Prepare and send Pay Orders, Demand Drafts (both LCY and FCY), Company Cheques, BEFTN, RTGS and Account to Account Transfer instructions to the Bank. 2.3 Security We recognize and share the need for robust security. Some core security features include: • Encrypted Sessions with TLS (Transport Layer Security) • Security Credential and Two Factor Authentication for information access • Security Device for appropriate transactional services 2.4 HSBC net Mobile HSBC is pleased to introduce HSBCnet Mobile ( www.hsbcnet.com/mobile ), a convenient new way to access a select set of HSBCnet services – anytime, from anywhere – using your supported mobile device. The streamlined interface has been specifically designed for use on certain mobile devices. Currently available as a complimentary value-added service, you can access HSBCnet Mobile using your device’s web browser – no applications or downloads are required. Three features are available on HSBC net Mobile, in line with your entitlements: • Checking account balances and statements • Authorising payment instructions (Priority Payment, Inter-Account Transfer and ACH Credit/Debit payment instructions only) • Receiving notification of payments requiring your authorisation via the My Alerts tool. Page 5 of 11 RESTRICTED 3. PAYMENTS SOLUTIONS 4.1. Account-to-Account Transfers through HSBCnet For beneficiary accounts maintained with HSBC Bangladesh, you can make account to account transfers for high value instant or low value bulk payments. Vendor Payment Cut-off Time: Make account to account transfer within HSBC (these are all “single debit single credit” type transactions). Instructions will be accepted till 8:30 p.m. local time. The account to account transfer will get executed instantly under a normal situation. Salary Payment Cut-off Time: Process bulk salary payments (“single debit & multiple credit” type payments) through HSBCnet. Client can authorise the payments till 6:00 p.m. local time and the transaction will be executed at each hour interval from 10:00 a.m. till 6:00 p.m. on the same day under a normal situation. 4.2. Integrated Payments Solutions- Cheque Outsourcing Service (IPS COS) IPS COS is a unique bulk paper instrument payment service offered by HSBC through HSBCnet. The payment types accommodated in this service are: Pay Orders, Demand Drafts and Company Cheques in local currency (BDT). Upon receipt of on-line instruction through HSBCnet IPS COS module, HSBC will issue the paper instruments and dispatch those through courier to your office premises or have them handed to your authorized representatives from HSBC counter. Alternatively, you can print company cheques at your preferred office premises through our COS Remote Printing solution. Cashier Order Payments to vendors and suppliers or regulatory payments across Bangladesh can also be made through HSBC Cashier Order. Instructions for issuing Cashier Orders should be given by uploading a single file in HSBCnet, following which bulk Cashier Order can be printed through IPS COS. Company Cheques Issue company cheques in bulk through IPS COS by uploading a single file in HSBCnet. This uploaded file can incorporate multiple “instrument dates” (limited to 45 days of forward-dating). The cheques issued through IPS COS would contain scanned image of the signatures of customer’s authorized signatories. Image of the printed signatures correspond to the users authorising the underlying COS instruction/batch; up to a maximum of 3 authorised signature images can be printed on the Company Cheque. Once the cheques have been issued through IPS COS, your account will be debited upon presentation of the cheque by the beneficiary to the Bank. 4.3. Remote Printing of the IPS COS Instruments Remote printing of IPS COS instruments involves printing of customer instruments (company cheques) at client’s premises. Customer can select up to five separate printer or locations to take the print out of the cheques. Currently this printing facility is limited to company cheques only and it does not include the Cashier Order and Demand Draft. Features and Benefits ✓ Printing of the instruments at client’s office premises make the end-to-end processing, from payment creation to delivery of the instrument, faster ✓ Customer can print the instruments without signature as well ✓ This web based solution provides ease of access without installing any additional application ✓ It can also be linked with customer’s ERP through host-to-host integration Page 6 of 11 RESTRICTED 4.4. Payment through Bangladesh Electronic Fund Transfer Network (BEFTN) Make domestic disbursements to other banks (vendor payment, payroll, fund transfer, etc.) using the Bangladesh Electronic Fund Transfer Network (BEFTN) platform. To avail the BEFTN process customer has to sign a one time Agreement. At the time of making a payment the customer will provide mandatory information about the beneficiary, such as the credit account number, account name, account type, beneficiary bank name, branch name, routing number, payment amount and any other information depending on the payment type. As per the current BEFTN settlement mechanism if the payment instruction is sent to HSBC by 04:30 p.m. on day T+0, fund settlement will take place at 10:00 a.m. on day T+1 by central bank, which means beneficiary bank will receive funds on next business day morning. Customer can send the payment instruction by simply uploading a file in our internet banking platform, HSBCnet. Bangladesh Bank is currently working with the implementation of BACH-II project, where the LCY BEFTN payment will have an intra-day batch settlement. Therefore for any payments made through BEFTN before the intra-day batch cut-off, funds will be credited to beneficiary account on the same day. The more detail of the cut-off time and settlement arrangement will be shared with NICCA BANGLADESH CO. LTD. in future on the basis of directives received from Bangladesh Bank from time to time. Benefits of availing BEFTN: ✓ No paper instrument is required ✓ Beneficiary bank receives the fund by next business day ✓ This product does not have any associated charge or fee ✓ All 57 scheduled banks in Bangladesh and their 9,600+ branches are within BEFTN 4.5. Payment through Real Time Gross Settlement (RTGS) RTGS is a real time value electronic funds transfer mechanism for domestic local currency transactions (BDT 100 Thousand and above). RTGS allows for transfer of funds on `real time’ and on `gross’ basis through RTGS module. Settlement in `real time’ means transaction is not subjected to any waiting period. `Gross settlement’ means the transaction is settled on one to one basis throughout the day. Once processed, payments are final and irrevocable. RTGS transaction can be originated in HSBCnet. Operating hours for HSBC to receive RTGS transaction requests is from 10:00 a.m. to 3:30 p.m. (Sunday to Thursday) for transactions originated through HSBCnet. As per Bangladesh Bank rules an RTGS transaction needs to be sent to Bangladesh Bank within 30 minutes of debiting the customer account. The settlement by Bangladesh Bank is done instantly. The receiving bank is required to credit the beneficiary account within 30 minutes of receiving the settled funds from Bangladesh Bank. Hence, the beneficiary receives the fund approximately within 1 hour from the time your account is debited. Page 7 of 11 RESTRICTED 4.6. eDuty: Online Duty Payment through RTGS Customs Duty payment is a critical requirement for corporate customers which requires them to pay applicable duty prior to releasing any goods from customs offices across the various ports (land, air & sea). Currently this is a manual process with corporates issuing cashier orders to pay the duty dues. This is a time consuming and more expensive practice in comparison to being able to use the RTGS channel for such transactions. HSBC is pleased to offer NICCA BANGLADESH CO. LTD. a full-fledged solution for duty payment through RTGS, which will significantly improve the customer experience with the following benefits: • Replace physical instrument payments with electronic payments • Automate end to end payment process • Transaction completed under RTGS timeline (maximum 30 to 60 mins end to end based on current RTGS transaction performance) instead of 1 to 3 days using physical instrument Bangladesh Bank has provided guidance on the additional information that is required to identify and process these transactions. For a successful origination of the payment, customers are required to provide 3 categories of mandatory information: • Customs Office Code (3 digit), • Registration Year (4 digit), • Registration Number (12 digit), • Declarant Code (18 digit) and • Customer Mobile Number (11 digit). Customers will be able to originate these transactions through our E-Channels (HSBCnet / Connect) or Smart Form. 4.7. eVAT: Online VAT Payment through RTGS VAT payment to government account is a requirement for the applicable business of NICCA BANGLADESH CO. LTD. anizations. Currently VAT payments are made primarily through physical instruments (e.g. Pay Order or Bangladesh Bank Cheque) which are manual, time consuming to process and error prone in nature. HSBC is pleased to offer NICCA BANGLADESH CO. LTD. an end-to-end solution for VAT payment through RTGS, which will significantly improve the customer experience with the following benefits: • Replace physical instrument payments with electronic payments • Automate end to end payment process • Transaction completed under RTGS timeline (maximum 30 to 60 mins end to end based on current RTGS transaction performance) instead of 1 to 3 days using physical instrument • Client receives Challan information at their mobiles through SMS and the Challan copy at their email (as mentioned in their BIN at NBR). Bangladesh Bank has provided guidance on the additional information that is required to identify and process these transactions. For a successful origination of the payment, customers are required to provide 3 categories of mandatory information: • Organization BIN number (13-digit, registered at NBR website) • Economic Zone Code • Mobile Number (11-digit, up to 2 numbers), NICCA BANGLADESH CO. LTD. will be able to originate these transactions through our E- Channels (HSBCnet) or Smart Form. Page 8 of 11 RESTRICTED 4.8. Payment Advising HSBC offers an on-line automated payment advising service for payments initiated through HSBCnet. This service can reduce the payment-related enquiries made by beneficiaries, as suppliers can be notified of outgoing payments on real time basis. It reduces administration effort, time & costs as well as reduces manual follow-up in payment reconciliation. Payments Advising Features ✓ Supports all type of payments initiated through HSBCnet ✓ Automatically informs designated parties via email ✓ Payment details generated automatically for every payment ✓ Notification can be sent to multiple email addresses for each payment ✓ Choice of ‘long’ or ‘short’ advices 4. KEY BENEFITS OF OUR SOLUTION Channel Solutions ✓ Access account/s from anywhere with Internet connection ✓ Improved security and audit controls with 100% Paperless Solution ✓ Multiple user access levels for different functions with customization option ✓ Access to multiple payments and receivables modules ✓ Origination of on-line transaction ✓ Real-time availability of transaction details ✓ Availability of Reconciliation reports and customization Payment Solutions ✓ Paperless solution ✓ Faster and more efficient payment processing utilizing BEFTN and RTGS ✓ Secured through HSBCnet and two-factor authorization ✓ Audit-trail for all transaction steps ✓ Remote Instrument printing facility ✓ Better and efficient monitoring of Cash Flow Page 9 of 11 RESTRICTED 5. PRICING FOR THE PRODUCTS & SOLUTIONS Following are the pricing offered by HSBC for NICCA BANGLADESH CO. LTD. Product Standard Pricing Pricing for NICCA BANGLADESH CO. LTD. Payments Cashier Order (Pay Order) – initiated through HSBCNet Up to BDT 1,000 – BDT 20 Above BDT 1,000 up to BDT 100,000 – BDT 50 Above BDT 100,000 – BDT 100 Up to BDT 1,000 – BDT 20 Above BDT 1,000 up to BDT 100,000 – BDT 50 Above BDT 100,000 – BDT 100 Customized Cheque Leaf (A4 size)- Remote Printing BDT 12/- per instrument BDT 12/- per instrument Real Time Gross Settlement (RTGS) BDT 100 per transaction ( No charge for Govt. Entities) BDT 100 per transaction ( No charge for Govt. Entities) Real Time Gross Settlement (RTGS) for Duty and Vat Free of Charge Free of Charge Bangladesh Electronic Fund Transfer Network (BEFTN) Waived of charges Waived of charges A/C to A/C transfer with HSBC Waived of charges Waived of charges Collection Instrument Courier Pick-Up (Dhaka & Chattogram) BDT5,750/- per location per month BDT5,750/- per location per month HSBCnet (Not applicable for companies using existing group profile) HSBCnet Implementation Fee (One Time) BDT 10,000/- BDT 10,000/- HSBCnet Monthly Fee BDT1,500/- BDT1,500/- *All charges are including to 15% VAT, or as may be applicable in accordance to relevant law and regulations in force at the time. As per the NBR circular dated 28 July 2008 if a Bank waives any charge to a Client, then the VAT will still be realized on the Standard price. **At least thirty days’ notice in advance will be provided, prior to implementing any changes to the terms and conditions, fees or charges, discontinuation of services or relocation of premises of the financial services provider Confidentiality Statement This information has been prepared for the benefit of NICCA BANGLADESH CO. LTD.. The contents of this Cash Management Proposal shall be treated as confidential and must not to be divulged to any party without the prior written consent of HSBC Bangladesh. Please note, while the information contained herein is correct to the best of our knowledge at the time of printing, regulations and practices change from time to time and the reader is advised to consult ourselves and confirm with independent legal and tax experts prior to implementation of any cash management structure. Page 10 of 11 RESTRICTED DISCLAIMER This document is prepared by The Hongkong and Shanghai Banking Corporation Limited (“HSBC”) and is for the exclusive use of the person to whom it is provided. It is intended for reference and illustrative purposes only. It does not constitute an offer or solicitation for, or advice or recommendation that you should enter into any transaction with HSBC or any of its subsidiaries or affiliates. HSBC has based this Document on information obtained from sources it believes to be reliable but which it has not independently verified. All information contained in this Document (including without limitation, information about products, terms and conditions, pricing, forecasts, market influences and HSBC policy) is subject to change from time to time by HSBC. HSBC makes no guarantee, representation or warranty and accepts no responsibility or liability for the contents of this Document and/or as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Document to the maximum extent permitted by law. You are responsible for making your own evaluation about the products referred to in this document. HSBC recommends that before you make any decision or take any action that might affect you or your business, you consult with suitably qualified professional advisers to obtain the appropriate financial, legal, accounting, tax or other advice. Any services of other jurisdictions mentioned in this letter is in respect of HSBC Group’s local capabilities for your affiliate(s) based in those jurisdictions. This document is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to law or regulation. The information as contained herein and within the Cash Management Business Mandate is proprietary of HSBC and the intellectual property rights concerning the same shall remain vested with HSBC. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, on any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of HSBC. Page 11 of 11 RESTRICTED Cash Management Business Mandate – NICCA BANGLADESH CO. LTD. Date: 03 October 2023 To: Global Payments and Cash Management “HSBC” The Hongkong and Shanghai Banking Corporation Limited This letter serves to provide notice to HSBC that NICCA BANGLADESH CO. LTD. has chosen HSBC to be its cash management solutions provider in Bangladesh. This cash management mandate is granted based on a commitment from HSBC to provide services as detailed in the attached Cash Management Proposal prepared for NICCA BANGLADESH CO. LTD. The commitment from HSBC is guided by and also covers the following: 1. Providing services as written in the Cash Management Proposal (known as the Proposal) and presented to NICCA BANGLADESH CO. LTD. 2. Continuously developing our knowledge of NICCA BANGLADESH CO. LTD. operations and business in order to offer appropriate and cost-effective business services. 3. Continuously providing NICCA BANGLADESH CO. LTD. with the latest information on product and service enhancements and developments suitable to their operations and business. 4. Unless otherwise specified or attached to this business mandate, all tariffs will be the standard pricing offered to our valued corporate customers. 5. This offer is open for acceptance until December 31, 2023. 6. Under normal circumstances, all agreements including this business mandate will be reviewed annually by HSBC. HSBC reserves the right to change any terms and/or conditions, or terminate the proposed services with one-month prior notice. This cash management agreement and mandate is signed for and on behalf of NICCA BANGLADESH CO. LTD.: Accepted and signed by, authorized signatories of NICCA BANGLADESH CO. LTD. with Company Seal  _________________________ ____________________________ Kotaro Takeuchi Managing Director Signed on behalf of Global Liquidity & Cash Management of The Hongkong and Shanghai Banking Corporation Limited _________________________ ____________________________ Md Imran Khan Md Samid Razzak Relationship Manager Sales Manager Corporate Banking Global Payments Solution