SCHEME FOR THE TRANSFER OF CONSUMER BANKING BUSINESS

Under Part VI Of The Financial Services Act 2013 (Act 758)

 

Between

 

CITIBANK BERHAD

(199401011410 (297089-M))

As Transferor

 

And

 

UNITED OVERSEAS BANK (MALAYSIA) BHD.

(199301017069 (271809-K))

As Transferee

 

1.              PRELIMINARY

 

1.1           This is the Scheme for the transfer by Citibank Berhad ("Transferor") to United Overseas Bank (Malaysia) Bhd. ("Transferee"), of the Consumer Business (comprising only the Assumed Assets and the Assumed Liabilities, but excluding the Excluded Assets and Excluded Liabilities) pursuant to, and in accordance with and subject to, the terms and conditions of, the Assets and Liabilities Transfer Agreement dated 19 September 2022 between the Transferor and the Transferee (as may be amended, modified, supplemented, restated or varied in accordance with the terms thereof) ("Agreement"), which is to be confirmed by an order of the High Court of Malaya ("Court").

 

1.2           The object of this Scheme is to effect the transfer of the Consumer Business (comprising only the Assumed Assets and the Assumed Liabilities, but excluding the Excluded Assets and Excluded Liabilities) from the Transferor to the Transferee at and as from the Closing Time, in accordance with and subject to the terms and conditions of the Agreement.

 

1.3           Each of the Transferor and the Transferee has obtained the prior written approval of BNM to enter into the Agreement pursuant to section 100(6) of the FSA.

 

1.4           It is intended that a joint application shall be made to the Court by the Transferor and the Transferee pursuant to section 102 of the FSA for an order to confirm the Scheme, and to transfer and vest the Assumed Assets and the Assumed Liabilities, at and as from the Closing Time, to and in the Transferee, in accordance with and subject to the terms and conditions of the Agreement ("Vesting Order").

 

2.              PARTIES

 

2.1           The Transferor is a company incorporated in Malaysia under the Companies Act and is licensed under the FSA to carry on banking business in Malaysia.

 

2.2           The Transferee is a company incorporated in Malaysia under the Companies Act and is licensed under the FSA to carry on banking business in Malaysia.

 

3.              DEFINITIONS AND INTERPRETATION

 

3.1           In this Scheme, unless the context otherwise requires, the defined terms shall have the meanings ascribed to them in Schedule 1.

 

3.2           In this Scheme, the headings are for convenience only and shall not affect its interpretation and unless the context otherwise requires:

 

(a)            references to Schedules and Appendices are to the schedules and appendices to this Scheme, and such Schedules and Appendices shall have the same force and effect as if set out in the body of this Scheme;

 

(b)            the words "include", "included", "including", "in particular" and their cognates shall not be interpreted as words of limitation;

 

(c)             references to the singular include the plural and vice versa and references to one gender includes all genders;

 

(d)            a reference to a "claim" includes any claim, action, demand, proceeding, investigation, judgment or award (in each case whether or not successful, compromised or settled) of every description, whether deriving from contract, statute, Applicable Law or otherwise, whether present or future, actual or contingent, ascertained or unascertained or disputed, and whether in respect of any obligation owed or incurred, severally or jointly, or as principal or surety;

 

(e)         any reference to a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time, whether before or after the date of this Scheme (including any modifications or re-enactments with retrospective effect) and any subordinate legislation made or other thing done under the statutory provision, whether before or after the date of this Scheme;

 

(f)              a reference to a "liability" includes any liability, duty, obligation or burden of every description, whether deriving from contract, statute, Applicable Law or otherwise, whether present or future, actual or contingent, ascertained or unascertained or disputed, and whether owed or incurred, severally or jointly, or as principal or surety;

 

(g)            the Interpretation Acts, 1948 and 1967 of Malaysia, shall apply to this Scheme in the same way as they apply to an enactment;

 

(h)            references to time are to Malaysia time;

 

(i)              references to "day" (including the phrase "Business Day") shall be construed to mean a period of 24 hours running from midnight to midnight, Malaysia time;

 

(j)              references to "calendar month" shall be construed to mean the period commencing from the first day and ending on the last day of the Gregorian calendar month, and "month" shall be construed to mean the period calculated from any specific day up to and including the day immediately before the day numerically corresponding to that specific day in the subsequent calendar month or, if there shall be no such day in such subsequent calendar month, the last day of that calendar month;

 

(k)             any reference to a day, week, month or year is to that day, week, month or year in accordance with the Gregorian calendar;

 

(l)              if any time period specified in this Scheme is specified from a given day, or the day of a given act or event, it is to be calculated exclusive of that day; and

 

(m)           if any time period specified in this Scheme ends on a day which is not a Business Day, then that time period is to be deemed to only expire on the next Business Day.

 

4.              SCHEME OF TRANSFER

 

4.1           This Scheme, as confirmed by the Vesting Order, shall take effect at and as from the Closing Time, such that the Consumer Business (comprising only the Assumed Assets and the Assumed Liabilities, but excluding the Excluded Assets and Excluded Liabilities) shall be transferred to the Transferee, and pursuant to which:

 

(a)            the Transferee shall acquire the Assumed Assets to the intent that all the property, title, rights, privileges and benefits of the Assumed Assets shall be transferred to and vested in the Transferee; and

 

(b)            the Transferee shall assume and be responsible for all liabilities of the Transferor consisting of the Assumed Liabilities without the need for the Transferee to assume or confirm each liability individually and the Transferee shall perform and discharge all such liabilities, and the Transferor shall cease to be liable in respect of all such Assumed Liabilities at and as from the Closing Time,

 

in accordance with and subject to the terms and conditions of the Agreement, this Scheme and the Vesting Order.

 

The Transferor and the Transferee acknowledge that the Consumer Business is currently operated by the Transferor pursuant to a banking licence under the FSA, which will not be transferred to the Transferee pursuant to the Agreement or this Scheme.

 

4.2           The consideration for the sale and purchase of the Consumer Business (comprising only the Assumed Assets and the Assumed Liabilities but excluding the Excluded Assets and Excluded Liabilities) by the Transferor to the Transferee shall be as stated in the Agreement.

 

4.3           Without prejudice to the generality of the other provisions of paragraph 4 of this Scheme, the transfer of the Consumer Business (comprising only the Assumed Assets and the Assumed Liabilities, but excluding the Excluded Assets and Excluded Liabilities) to the Transferee shall take effect in the following manner:

 

(a)            with respect to all of the Assumed Assets, but excluding the Non-VO Transferring Third Party Agreements and (to the extent specifically excluded below) excluding the Core Records, and with respect to all of the Assumed Liabilities (but excluding those in respect of the Non-VO Transferring Third Party Agreements), pursuant to the Vesting Order in the following manner:

 

(i)              that the Assumed Assets (excluding the Non-VO Transferring Third Party Agreements and the Core Records), including any right, title, benefit and interest in, to or in respect of any of such Assumed Assets, whether moveable or immovable, vested in or held by the Transferor either alone or jointly with any other person shall, at the Closing Time, be transferred to and be vested in or held by the Transferee or as the case may be, jointly with such other person subject to all powers, provisions and liabilities applicable thereto respectively, without the need to effect the transfer of any such right, title, benefit and interest in, to or in respect of each asset forming part of such Assumed Assets individually;

 

(ii)             that the Assumed Liabilities (excluding those in respect of the Non-VO Transferring Third Party Agreements) shall be transferred to and assumed by the Transferee, and the Transferee shall be fully responsible for all the liabilities, obligations and/or duties of such Assumed Liabilities with effect from the Closing Time without the need to effect the assumption or transfer of each liability, obligation and/or duty forming part of such Assumed Liabilities individually, and the Transferor shall cease to be liable in respect of all and any of such Assumed Liabilities with effect from the Closing Time;

 

(iii)            that any existing instrument, whether in the form of a deed, indenture, deed poll and other instrument, and any order of any court, under or by virtue of which any assets became vested in the Transferor in respect of the Assumed Assets or the Assumed Liabilities (excluding the Non-VO Transferring Third Party Agreements), shall be construed and have effect, with effect from the Closing Time, so far as the context permits, as if for any reference therein to the Transferor there were substituted by a reference to the Transferee;

 

(iv)           that any Transferring Third Party Agreement, Transferring Customer Agreement, Lease and such other agreement or contract forming part of the Assumed Assets or the Assumed Liabilities, but excluding the Non-VO Transferring Third Party Agreements, to which the Transferor was a party thereto shall have effect as from the Closing Time as if the Transferee had been a party thereto and executed such existing agreement or contract instead of the Transferor, and if any consent or approval of any third party is required for the transfer and/or vesting of any such existing agreement or contract, the consent or approval will be deemed to have been obtained at the Closing Time;

 

(v)             that any Transferring Third Party Agreement, Transferring Customer Agreement, Lease and such other agreement or contract forming part of the Assumed Assets or the Assumed Liabilities, but excluding the Non-VO Transferring Third Party Agreements, to the extent that it is still in force or has any effect as at the Closing Time, shall be binding on all persons affected thereby including the parties to any such existing agreement or contract;

 

(vi)           that any Insurance Policy, to the extent that it is still in force or has any effect as at the Closing Time, shall have effect as from the Closing Time as if the Transferee had been a party thereto instead of the Transferor and all references in such Insurance Policy to the Transferor in the Insurance Policy were substituted by a reference to the Transferee, with no break or termination in respect thereof and this will be binding on all persons affected thereby, including but not limited to the insurer of such Insurance Policy, and if any consent or approval of any third party (including the insurer) is required for the transfer of the Policy, their consent or approval will be deemed to have been obtained at the Closing Time;

 

(vii)          that any Transferring Third Party Agreement, Transferring Customer Agreement, Lease, Insurance Policy or such other agreement or contract forming part of the Assumed Assets or the Assumed Liabilities, but excluding the Non-VO Transferring Third Party Agreements, to the extent that it is still in force or has any effect as at Closing Time, shall not:

 

(A)            be invalidated or discharged as a result of the transfer and vesting of such Transferring Third Party Agreement, Transferring Customer Agreement, Lease, Insurance Policy or such other agreement or contract (as the case may be) to and in the Transferee; or

 

(B)            require any further registration to effect the transfer and vesting of such Transferring Third Party Agreement, Transferring Customer Agreement, Lease, Insurance Policy or such other agreement or contract (as the case may be) to and in the Transferee;

 

(viii)         that in relation to the transfer and vesting of any Transferring Third Party Agreement, Transferring Customer Agreement, Lease, Insurance Policy or such other agreement or contract forming part of the Assumed Assets or the Assumed Liabilities, but excluding the Non-VO Transferring Third Party Agreements to and in the Transferee to the extent that it is still in force or has any effect as at the Closing Time, all steps taken by the Transferor to transfer and vest such Transferring Third Party Agreement, Transferring Customer Agreement, Lease, Insurance Policy or such other agreement or contract forming part of the Assumed Assets or the Assumed Liabilities but excluding the Non-VO Transferring Third Party Agreements (as the case may be) shall not:

 

(A)            give rise to a breach or an event of default under such Transferring Third Party Agreement, Transferring Customer Agreement, Lease, Insurance Policy or such other agreement or contract (as the case may be);

 

(B)            allow any party to such Transferring Third Party Agreement, Transferring Customer Agreement, Lease, Insurance Policy or such other agreement or contract (as the case may be) to terminate that agreement or contract if it would not otherwise have been able to terminate such agreement or contract; or

 

(C)           entitle any party to such Transferring Third Party Agreement, Transferring Customer Agreement, Lease, Insurance Policy or such other agreement or contract to vary the terms of such agreement or contract or to confer a right or benefit it which it would not otherwise have had;

 

(ix)           that each account between the Transferor and each Transferring Customer shall, with effect from the Closing Time, become an account between the Transferee and the Transferring Customers, subject to the same conditions and incidents as were applicable to such account between the Transferor and such Transferring Customer immediately prior to the Closing Time, and the Transferee shall be liable for all liabilities arising from all of such accounts (whether or not such liabilities have arisen before the Closing Time), and each such account shall be deemed for all purposes to be a single continuing account;

 

(x)             that any security (whether on movable or immovable properties) forming part of the Assumed Assets or the Assumed Liabilities (excluding the Non-VO Transferring Third Party Agreements), including all Security Interest and Customer Credit Support, whether legal or equitable, actual or constructive, present or future, vested or contingent held immediately before the Closing Time by the Transferor, or by a nominee of, or trustee for the Transferor as security for the payment or discharge of any liability of any person in respect of any of the Assumed Assets or the Assumed Liabilities (excluding the Non-VO Transferring Third Party Agreements) shall, with effect from the Closing Time, be held by the Transferee or, as the case may be, by that nominee or trustee for the Transferee, and to the extent of those liabilities, be available to the Transferee as security for the payment or discharge of such liabilities in the same manner as such security was held by or for the Transferor as aforesaid, and any security which extends to future advances or future liabilities, it shall, with effect from the Closing Time, be held by, and be available as aforesaid to the Transferee as security for future advances by, and future liabilities to the Transferee in the same manner in all respects as future advances by, or future liabilities to the Transferor were secured thereby immediately before the Closing Time;

 

(xi)           that all caveats, whether a private caveats, lien holder's caveat or otherwise, and all instruments whether registered or awaiting registration or otherwise and whether under any laws or rules, presented by or on behalf or registered in favour of the Transferor in connection with any of the Assumed Assets or the Assumed Liabilities (excluding the Non-VO Transferring Third Party Agreements), shall have effect as if presented for or on behalf or registered in favour of the Transferee;

 

(xii)          that any existing instruction, order, direction, mandate, power of attorney, authority, undertaking, notice or consent (including notice or consent in respect of the use or processing of or the transfer of any personal data (including sensitive personal data) abroad), in respect of the Assumed Assets or the Assumed Liabilities (excluding the Non-VO Transferring Third Party Agreements), given to the Transferor either alone or jointly with any other person, shall have effect, from the Closing Time, in respect of anything due to be done, as if given to the Transferee either alone or, as the case may be, jointly with such other person;

 

(xiii)         that any negotiable instrument or order for payment of money (including any cheques, bills of exchange, promissory notes, cashiers or banker's orders or drafts) forming part of the Assumed Assets or the Assumed Liabilities (excluding the Non-VO Transferring Third Party Agreements) drawn on, or given to, or accepted or endorsed by, the Transferor or payable at the place of business of the Transferor, whether so drawn, given, accepted or endorsed before, on, or after the Closing Time, shall have the same effect, as from the Closing Time, as if it had been drawn on, or given to, or accepted or endorsed by the Transferee or were payable at the place of business of the Transferee;

 

(xiv)         that the custody of any document, title, certificate, goods or thing forming part of the Assumed Assets or the Assumed Liabilities (excluding the Non-VO Transferring Third Party Agreements) held by the Transferor as bailee immediately before the Closing Time, shall pass to the Transferee at the Closing Time, and all the rights, obligations or liabilities of the Transferor under any contract of bailment relating to any such document, title, certificate, goods or things shall, at the Closing Time, be transferred to and assumed by the Transferee;

 

(xv)          that any judgment or order or award of any arbitration or any other tribunal or administrative body in respect of the Assumed Assets or the Assumed Liabilities obtained by or against the Transferor and not fully satisfied before the Closing Time shall be enforceable by or, as the case may be, against the Transferee with effect from the Closing Time;

 

(xvi)         that any legal proceeding, arbitration, tribunal and other proceeding in respect of the Assumed Assets or the Assumed Liabilities (excluding the Non-VO Transferring Third Party Agreements) in which or where the Transferor is a party shall be continued as if the Transferee were a party in place of the Transferor with effect from the Closing Time;

 

(xvii)        that pursuant to section 104(3) of the FSA, for the purposes of vesting in the Transferee pursuant to the Vesting Order of any land or share thereof or interest therein held by the Transferor, the lodging or filing of a copy or authenticated copy, as the case may be, of the Vesting Order with the registering authority under any Applicable Law, relating to land, shall be accepted by the said registering authority and the said registering authority shall register the Vesting Order and such registration shall be effective to vest the land or share thereof or interest therein in the Transferee; 

 

(xviii)       that for the purposes mentioned in paragraph 4.3(a)(xvii) of this Scheme, the Vesting Order shall further order as follows:

 

(A)            where such land is in Peninsular Malaysia, the Vesting Order shall authorise the Transferor or Transferee or their respective solicitors to cause a copy of the Vesting Order to be served on the Registrar of Titles or the Land Administrator, as the case may be, immediately after the making of the Vesting Order, and the Registrar of Titles or the Land Administrators, as the case may be, shall be ordered to give effect to such Vesting Order by:

 

(I)              making a memorial of the vesting on the register document of title to the land or share thereof or interest therein;

 

(II)            making a copy of the memorial on the issue document of title to the land or, where the Vesting Order relates to a lease or a charge, on the duplication thereof, upon production of the said documents; and

 

(III)           signing and sealing every memorial made as aforesaid;

 

(B)            where such land is in Sabah, the Transferee or its solicitors shall, as soon as practicable after the Vesting Order has been made, present or produce an authenticated copy of the Vesting Order to the Registrar for registration of the vesting of the land or share thereof or interest therein, in the Transferee, and the Registrar shall be ordered to give effect to such Vesting Order by appropriate entries on the register and on the other documents of title to the land or share thereof or interest therein;

 

(C)           where such land is in Sarawak, the Transferee or its solicitors shall, as soon as possible after the Vesting Order has been made, present or produce an authenticated copy of the Vesting Order to the Registrar for registration of the vesting of the land or share thereof or interest therein, in the Transferee, and the Registrar shall be ordered to give effect to such Vesting Order by making appropriate entries on the register and on the other documents of title to the land or share thereof or interest therein; and

 

(D)           in respect of any instrument transferring any land or share thereof or creating any interest therein in favour of the Transferor presented for registration but not yet registered and any application or notice made by, given by or on behalf of the Transferor but not yet registered, the registering authorities under the relevant land enactments shall, upon a copy of the Vesting Order being served on them, take such steps or actions as may be necessary to give effect thereto as if the instrument, application or notice had been executed in favour of or made or given by the Transferee and where necessary, make the appropriate memorials, endorsements or notations on the relevant documents;

 

(xix)         that all actions and steps in accordance with such incidental, consequential and supplemental orders as are necessary to secure that this Scheme will be fully and effectively carried; and

 

(xx)          that in respect of any right or liability of the Transferor transferred to the Transferee pursuant to the Vesting Order, the Transferee shall have the same rights, powers and remedies (and in particular the same rights and powers as to taking and resisting legal proceedings or making or resisting applications to any authority) for ascertaining, protecting or enforcing that right or resisting that liability of the Transferor, as if it had at all times been a right or liability of the Transferee (including those rights or liabilities in respect of any legal proceedings or applications to any authority pending immediately before the Closing Time by or against the Transferor).

 

(b)            With respect to the Non-VO Transferring Third Party Agreements and the Core Records, that all the titles, rights, interests and benefits to, in or in respect of the Non-VO Transferring Third Party Agreements and the Core Records respectively, shall be transferred by the Transferor to the Transferee, and all the Assumed Liabilities under or in respect of the Non-VO Transferring Third Party Agreements shall be assumed by the Transferee, and the Transferor shall cease to be liable under or in respect of the Non-VO Transferring Third Party Agreements, in each case, pursuant to and in accordance with the Agreement and/or the Records Management Agreement with effect from the Closing Time.

 

4.4           The Transferor shall, with effect from the Closing Time and to the extent permitted by law, hold on trust for the Transferee any of the Assumed Assets which for any reason whatsoever is not transferred to or vested in (as the case may be) the Transferee at the Closing Time, subject to and in accordance with the terms of the Agreement.

 

4.5           The Transferor and the Transferee will execute and do all such conveyances, transfers, assurances and things as may be necessary to transfer or vest the Consumer Business (comprising only the Assumed Assets and the Assumed Liabilities, but excluding the Excluded Assets and Excluded Liabilities) to or in the Transferee.

 

4.6           The Transferor and the Transferee agree that in the event of any inconsistency between the Agreement and the Scheme, the Agreement shall prevail to the extent of such inconsistency, and the provisions of the Scheme shall be read and be construed in a manner so as to give full effect to the provisions of the Agreement.

 

4.7           The Transferor and the Transferee may consent jointly to any modification of or amendment to this Scheme or to any condition affecting the same which the Court and/or BNM may approve or impose pursuant to sections 102(3), 103(3) and 100(6) of the FSA.

 

4.8           Subject to the confirmation or approval (as the case may be) from the Court and/or BNM (if and to the extent required), the Transferor and Transferee may amend this Scheme by way of mutual agreement.

 

 

SCHEDULE 1

Definitions

 

(a)            "Affiliate" of a Person means a Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the first Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise.

 

(b)            "Agreement" is as defined in paragraph 1.1 of this Scheme.

 

(c)             "Analytics Model Components" means, in respect of the Country Analytics Model and each Regional Analytics Model, the following:

 

(i)              the design document for the relevant model setting out, inter alia, the relevant model's objective, targets, features, techniques, validation performance and usage of output;

 

(ii)             the model performance document for the relevant model setting out details of that model's historical in-market performance; and

 

(iii)            the model specific code used exclusively for the relevant model (excluding any model deployment code),

 

in each case, in the form in which these materials exist immediately prior to the Closing Date.

 

(d)            "Applicable Law" means each applicable: (i) law, rule, regulation, ordinance, directive, statute, authorisation, permit, licence, notice, instruction, decree, administrative practice, formal or informal guidance, policy, measure, publication or other requirement of any Governmental Authority or any other relevant regulator; (ii) judgment or judicial practice of any court with competent jurisdiction; (iii) rule of any stock exchange on which the shares of either the Transferor or the Transferee (or their respective holding company) are listed; and (iv) voluntary code of practice in relation to banking or a consumer lending business that, for purposes of (iv) only, the Transferor has publicly committed to follow.

 

(e)            "Assumed Asset" means, subject to the provisions of the Agreement, each right, title, benefit and interest of the Transferor as at the Closing Time in, to or in respect of each of the items specified in Schedule 2, but excluding the Excluded Assets.

 

(f)              "Assumed Liability" means:

 

(i)     each liability of the Transferor (whenever and however arising and whether arising before or after Closing and whether actual, contingent or future and including in respect of any claims or proceedings or any damages, compensation, awards, fines, penalties and costs, whether agreed or imposed by a court or tribunal in the Territory or, subject to Applicable Law, a Regulatory Authority) under or in respect of or in connection with the Consumer Business, any Assumed Asset or any Transferring Customer, but excluding (aa) any of the foregoing to the extent the same constitute an Excluded Liability, and (bb) any liability in respect of Relevant Employees; and

 

(ii)  each other liability of the Transferor in respect of the Consumer Business which is outstanding at Closing if and to the extent provided for in the Closing Statement.

 

(g)            "ATM" means automated teller machine.

 

(h)            "BNM" means the Bank Negara Malaysia, the Central Bank of Malaysia, including any predecessor or successor entity.

 

(i)              "Business Day" means any calendar day other than Saturdays, Sundays and any other days on which credit institutions are closed in Kuala Lumpur (Malaysia), Singapore or New York (United States of America).

 

(j)              "Cash in Transit" means cash: (a) in the Owned ATMs and the Owned CDMs at the Closing Time; (b) in cashiers' tills or in vaults at the Transfer Leased Properties at the Closing Time; or (c) in transit from the cash suppliers of the Consumer Business at the Closing Time, in each case excluding any cash in a currency which is the same as the currency of a Foreign Currency Deposit in an amount up to the amount of the relevant Foreign Currency Cash Amount.

 

(k)             "CDM" means cash deposit machine.

 

(l)              "CDM Documents" means any Scaled Down Annual Review Documents and any Scaled Down Model Development Documents.

 

(m)           "Citi Global Wealth Business" means the business of the Transferor and its Affiliates that combines the wealth management teams in Global Consumer Banking and the Private Bank business primarily operating from wealth hubs or retail branches globally outside the Territory and which includes the onshore and offshore marketing and provision of investment and financial products and services (including insurance, credit cards, deposits and loans, borrowings and credit facilities, banking and cash management, lending, investment strategies, investment advice and investment advisory services, brokerage, trust, custody and specialised services) and financial advisory and banking products to retail and private banking customers and their affiliated trusts and private investment vehicles (regardless of whether the customers for those accounts are or are not citizens or taxpayers of, or reside within or outside, the Territory).

 

(n)            "Citi Mark" means each Name that includes (in whole or in part) any of the terms "Citi", "Citibank", "Citigroup", "Citicorp", the Blue Wave Design (as represented in EUTM registration no. 10855881), the Arc Design (as represented in EUTM registration nos. 5170170 and 6737753), the Progressive Logo Treatment (static) (as represented by EUTM registration no. 17921670) or the Sonic Logo (as represented by EUTM registration no. 18008406) or any other Name owned or registered by the Transferor or any of its Affiliates, and any other Name which is confusingly similar thereto or dilutive thereof.

 

(o)            "Citi Software" means the Enhanced Cards System (ECS+) platform, the Enhanced Banking System (EBS) platform, the client investment platform known as "Total Wealth Advisor", the global banking and cards platform known as "Rainbow", all electronic systems accessible by Customers, including all major systems for mobile and online banking, and any other technology, software or other systems infrastructure used by the Transferor or its Affiliates in the operation of the Consumer Business.

 

(p)            "Closing" means completion of the sale and purchase of the Consumer Business in accordance with the Agreement.

 

(q)            "Closing Date" means the date on which Closing takes place, and shall be:

 

(i)              1 November 2022;

 

(ii)             at such other time, date and place as the Transferor and the Transferee may agree or as may be ordered by the High Court of Malaya pursuant to the Vesting Order.

 

(r)             "Closing Time" means 00:01 (Kuala Lumpur (Malaysia) time) on the Closing Date.

 

(s)             "Closing Statement" means a statement delivered by the Transferor to the Transferee by no later than forty-five (45) days after the Closing Date in accordance with the Agreement.

 

(t)              "Co-Brand Agreement" means an agreement which applies exclusively in the Territory pursuant to which the Transferor and the counterparty to the relevant agreement agree that co-branded Credit Cards are issued to Customers of the Credit Cards Business.

 

(u)            "Companies Act" means the Companies Act 2016.

 

(v)             "Consumer Business" means the consumer banking activities of the Transferor, comprising the Credit Cards Business, the Deposits Business, the Wealth Management Business, the Loans Business and the Insurance Distribution Business, in each case in the Territory but excluding any activities of the Retained Business.

 

(w)           "Consumer Loan" means a conventional loan or Islamic financing made by the Transferor in the operation of the Loans Business, including: (a) a loan or financing in the form of an instalment loan or financing where the Customer repays a fixed portion of the loan or financing amount each month or a revolving loan or financing where the Customer repays a percentage of the outstanding principal and accrued interest (or profit); (b) an overdraft facility offered in connection with any Deposit Account; (c) a personal loan or financing; and (d) any Security Interest granted in favour of the Transferor in relation to any such loans or financings.

 

(x)             "Core Records" means, subject to the provisions of the Records Management Agreement, to the extent that such data, files and information (including in physical, digital or audio form): (a) are maintained or controlled by or on behalf of the Transferor for use solely in connection with the Consumer Business; and (b) are, as at the Closing Date, in the possession, custody or control of the Transferor or any of its Affiliates or are held on their behalf and relate solely to a Person in their capacity as a Transferring Customer (including in respect of closed accounts of such Transferring Customer) or a Person who has made an In Flight Application, a Transferring Employee or a counterparty to a Transferring Third Party Agreement (as the case may be):

 

(i)              each of the Transferring Customer Agreements and any other data, files and information relating exclusively to the Transferring Customers, including, where obtained, any consent to the disclosure of customer information to the Transferee and to the transfer of the Transferring Customer Agreements (if required), or document evidencing negative confirmation of the Transferring Customers;

 

(ii)             all agreements and documents relating to or evidencing any Customer Credit Support or Security Interests granted by Transferring Customers or third parties in connection with a Transferring Customer Agreement, including any credit approvals and related files, and any documents which attest the value of the equipment, vehicles or other movable or immovable assets brought as guarantee or collateral by the Transferring Customers or third parties, and, where obtained, any consents to the transfer of the Credit Support or Security Interests;

 

(iii)            in respect of the Credit Cards Business, copies of the card account statement in respect of each Credit Card held by a Transferring Customer;

 

(iv)           in respect of the Loans Business, the proof of disbursement and/or the loan account statement in respect of each Consumer Loan made to a Transferring Customer;

 

(v)             in respect of the Loans Business and the Credit Cards Business, any default, termination or acceleration notice given in respect of a Transferring Customer Agreement or related Customer Credit Support or Security Interest;

 

(vi)           the Employee Information in respect of the Transferring Employees;

 

(vii)          such other documents and records (including disciplinary records and performance ratings) in respect of the Transferring Employees that may be in the Transferor's possession, provided that the Transferee has obtained consent form the Transferring Employees for the transfer of such personal data from the Transferor to the Transferee;

 

(viii)         documents related to any legal actions or charge-off, including foreclosure proceedings, initiated in respect of a Transferring Customer Agreement;

 

(ix)           any other data, files and information relating exclusively to a Person in his capacity as a counterparty to a Transferring Third Party Agreement;

 

(x)             any other data, files and information relating to Customers and/or the Consumer Business (including any fraud investigations involving any Transferring Employee, Transferring Customer, Transferring Third Party Agreement or Security Provider) as agreed by the Parties in accordance with the Records Management Agreement, acting in good faith and taking into account the Transferee's reasonable requirements for the purposes of operating the Consumer Business;

 

(xi)           debt collection information, including debt collection service agreements and related commissions schemes; and

 

(xii)          any regulatory approvals for the Consumer Business products, promotion programs and related matters.

 

in each case, (i) on an 'as is' basis in the form, and to the extent, actually held by or for the Transferor as at the Closing Date, and (ii) whether stored electronically or in hard copy, provided that to the extent that such Core Records are not reasonably separable from other data, files and information of the Transferor, then such Core Records shall be considered as Purchaser Access Records under the Records Management Agreement. Notwithstanding the foregoing, Core Records in relation to Transferring Customers shall only include records which have been created during the seven (7)-year period ending on the Closing Date (except in the instances of certain records where (I) a longer period has been mutually agreed between the Transferor and the Transferee in the Records Management Agreement, and/or (II) where a longer period of record-keeping has been prescribed by any Applicable Law) and, in relation to each Transferring Customer falling within sub-paragraph (b) of such definition, records which relate to each account held by such Transferring Customer which has been closed or terminated during the one (1)-month period immediately preceding the Closing Date.

 

(y)             "Country Analytics Model" means the data analytics model that has been developed by or for the Transferor exclusively for, and is exclusively used by the Transferor at the Closing Date in respect of, the Consumer Business (or part thereof) and that is used for the purposes of optimising marketing activities and/or product or service decision making in respect of customers, but not for the purposes of credit decision making, and shall exclude any fraud risk management models.

 

(z)             "Court" is as defined in paragraph 1.1 of this Scheme.

 

(aa)         "CQM" means cheque deposit machine.

 

(bb)         "Credit Card" means a "Citi Prestige", "Citi PremierMiles", "CitiRewards", "Citi Cash Back", "Citi Clear", "Citi Simplicity+", "CitiBusiness", "Business Platinum" or "Citi Lazada"-branded consumer credit card or a "Business Signature" or "Citi Travel Account" charge card issued to a Transferring Customer or re-issued by the Transferor.

 

(cc)          "Credit Card Association Numbers" means the interbank card association numbers and the BIN numbers issued by MasterCard and the bank identification number issued by Visa, in each case to the Transferor and which the Transferor uses in connection with the Credit Cards Business, any Ready Credit cards (if applicable) or any debit cards, as at the Closing Time.

 

(dd)         "Credit Cards Business" means the business of the Transferor comprising the origination, marketing and servicing of Credit Cards, including consumer instalment loans associated with Credit Cards and related consumer credit products and consumer credit card payment products (including through co-branding operations with retail vendors), in each case in the Territory but excluding any activities of the Retained Business.

 

(ee)         "Credit Decision Model" means each model that has been developed by or for the Transferor for, and is used by the Transferor immediately prior to the date of the Original Implementation Agreement in respect of, the Consumer Business (or part thereof) for the purposes of, inter alia, underwriting, existing customer management, collection and recovery strategy.

 

(ff)            "Credit Decision Model Agreement" means any contract, agreement or arrangement between the Transferor and any Person (a "Credit Decision Model Partner") in respect of any credit decision model that has been developed exclusively for, and that is, at the Closing Date, used exclusively in respect of, the Consumer Business (or part thereof) and which governs the delivery of that credit decision model to the Consumer Business.

 

(gg)         "Credit Decision Model Partner" has the meaning set out in the definition for Credit Decision Model Agreement.

 

(hh)             "Customer" means a Person who is a customer of the Consumer Business, including any assignee or successor of such Person.

 

(ii)             "Customer Agreement" means any contract, agreement or arrangement between the Transferor and a Transferring Customer entered into in the course of the Consumer Business, including any Safe Deposit Lease.

 

(jj)          "Customer Credit Support" means any guarantees, indemnities, undertakings, commitments or other forms of credit support obligations not amounting to Security Interests granted or issued by a Customer or any other party in favour of and/or for the benefit of the Transferor in respect of any Customer Agreement or Third Party Agreement.

 

(kk)             "Customer Receivable" means an amount owing to the Transferor pursuant to a Transferring Customer Agreement, including any billings, principal, interest, periodic finance charges, annual fees, late fees, overlimit fees and special fees and, for the avoidance of doubt, includes a Written-off Receivable.

 

(ll)       "CVI Model" means the customer value index model used by the Transferor in connection with the Consumer Business (or part thereof) at the Closing Date, to analyse and show customer value across payment cards.

 

(mm)         "Data Extracts" means the digital files containing data relating to Customer Receivables, Deposits and Employee Advances made accessible to the Transferee by the Transferor in the Data Tapes VDR.

 

(nn)         "Data Room" means: (i) the electronic data room maintained by Intralinks, Inc, containing documents and information relating to the Consumer Business and made accessible to the Transferee by the Transferor prior to 23:59 on 10 January 2022; and (ii) the Data Tapes VDR. References to folders shall be to folders in the Data Room referred to in paragraph (i) of this definition.

 

(oo)         "Data Tapes VDR" means the electronic data room maintained by Intralinks, Inc, containing the Data Extracts and made accessible to the Transferee by the Transferor prior to 23:59 on 7 January 2022.

 

(pp)         "Deposit" means an onshore deposit held by the Transferor for a Transferring Customer as a current account (including any cheque book or debit card account), savings account or term deposit account, including conventional and Islamic accounts, and comprising the aggregate of the principal sum of the deposit, any interest (including accrued interest) applicable to conventional accounts, any profit or Hibah (gift) (including accrued profit or Hibah (gift)) applicable to Islamic accounts, any bonus and any other monies owing to the Transferring Customer in respect of the deposit.

 

(qq)            "Deposit Account" means an account which is a separate deposit account and which, in respect of a Deposit Agreement, records a Deposit.

 

(rr)          "Deposits Business" means the business of the Transferor comprising the origination, holding and servicing of onshore customer deposits for consumer customers and the provision of various deposit-related products and payment services to such customers, including the issuance of debit cards, the operation of payment accounts and the execution of bank transfers, direct debits and standing orders for such customers and the operation of ATMs, CDMs or CQMs, in each case in the Territory but excluding any activities of the Retained Business.

 

(ss)            "Distribution Agreement" means an agreement entered into by the Transferor with an investment fund (or the manager of an investment fund) in respect of the Transferor's appointment as a representative and/or distribution agent and/or paying agent of such fund.

 

(tt)         "Employee Advance" means an advance of salary that has been made by the Transferor to a Transferring Employee and that remains outstanding as at the Closing Time.

 

(uu)          "Employee Information" means with respect to each Relevant Employee:

 

(i)              employee name/ID number, employing entity, job function, team, position title, C level, place of work, full time/part time status, secondment status, active / on leave status (and expected date of return if relevant), gender, age range, immigration/visa status, regulatory licences / registrations, current monthly base pay, monthly contractual allowances, annual base pay, FY2020 bonus, FY2021 bonus, bonus target for FY2021, cash/equity incentives, overtime rate (per hour, if applicable), hire date, benefits service date, years of service, annual leave entitlement, notice period, pension scheme, pensions contributions, insurance coverage and additional benefits; and

 

(ii)             such other information and documents, in each case relating to Relevant Employees as the Parties may (acting reasonably) agree is required by the Transferee for the purpose of formulating offers of employment to Relevant Employees under the Agreement and any Applicable Laws.

 

(vv)        "Employment Transfer Date" means:

 

(i)              in the case of Relevant Employees who are not Transitional Services Employees, the Closing Date; and

 

(ii)             in the case of Relevant Employees who are Transitional Services Employees, the date immediately following the termination of the services to which such Relevant Employees are assigned under the terms of the Transitional Services Agreement or such other date as may be agreed between the Parties and as notified to the relevant Transitional Services Employees to be the date on which the Transitional Services Employees shall commence employment with the Transferee.

 

(ww)          "Event" means any event, act, omission or transaction, including any such event, act, omission or transaction deemed to occur for Tax purposes.

 

(xx)          "Excluded Asset" means, subject to the provisions of the Agreement:

 

(i)              any asset, right, title, benefit or interest of the Transferor or any of its Affiliates in, to or in respect of the Retained Business;

 

(ii)             any asset, right, title, benefit or interest of the Transferor or any of its Affiliates which:

 

(1)            as at the date of the Agreement, or at any time thereafter up to and including the Closing Time, is the subject of a blocking requirement, or country/territory-wide sanctions, under economic sanctions of the United States of America or any other applicable jurisdiction of similar effect; or

 

(2)            as at the Closing Time is otherwise not permitted to be transferred to the Transferee: (i) under Applicable Law; or (ii) as a result of such asset, right, title, benefit or interest being blocked or restricted by reason of (A) any order or ruling of a court or Governmental Authority or (B) any other embargo; and

 

(iii)            each of the items specified in Schedule 3.

 

(yy)          "Excluded Liability" means:

 

(i)              any liability of the Transferor or any of its Affiliates in respect of:

 

(1)            the Retained Business;

 

(2)            any Excluded Asset;

 

(3)            any Relevant Employee save for those liabilities in relation to any Relevant Employee and any Transferring Employee as expressly assumed by the Transferor under the Agreement; and

 

(4)            the termination of any Intra-Group Services Agreement or ceasing of any support or services pursuant to the provisions of the Agreement;

 

(ii)             any liability of the Transferor or any of its Affiliates which:

 

(1)            as at the date of the Agreement, or at any time thereafter up to and including the Closing Time is the subject of a blocking requirement, or country/territory-wide sanctions, under economic sanctions of the United States of America or any other applicable jurisdiction of similar effect; or

 

(2)            as at the Closing Time, is otherwise not permitted to be transferred to the Transferee: (i) under Applicable Law; or (ii) as a result of such liability being blocked or restricted by reason of (A) any order or ruling of a court or Governmental Authority or (B) any other embargo;

 

(iii)            any Excluded Tax Liability;

 

(iv)           any liability of the Transferor to AIA Group Limited (or any member of its group) or any other third party insurers under or in respect of any Non-Transferring Insurance Agreements with any such party with respect to life insurance, save as otherwise provided in the Agreement; and

 

(v)             any other liability of the Transferor that is expressly excluded pursuant to the terms and conditions of the Agreement.

 

(zz)       "Excluded Tax Liability" means any liability to Tax (other than a primary liability of the Transferee or any Affiliate of the Transferee which is not a primary liability of the Transferor):

 

(i)              of the Transferor at any time (including, for the avoidance of doubt, any corporate income tax of the Transferor); or otherwise

 

(ii)             in respect of the Consumer Business or any Assumed Asset that arises in respect of a period before Closing or in respect of income, profits or gains arising, or any Event occurring before Closing,

 

in each case, save, for the avoidance of doubt, any Taxes for which the Transferee has agreed to be liable pursuant to the provisions of the Agreement.

 

(aaa)       "Foreign Currency Cash Amount" means, in respect of each Foreign Currency Deposit, an amount in cash in the relevant currency of the deposit equal to the amount of that deposit at the Closing Time, which may include any cash in a foreign currency which would have been Cash in Transit had it not been in foreign currency and which the Transferor may apply towards satisfying the relevant Foreign Currency Cash Amount.

 

 

(bbb)       "Foreign Currency Deposit" means a Deposit in a currency other than the currency of the Territory.

 

(ccc)       "Frozen Consumer Loan" means a Consumer Loan which:

 

(i)              as at the date of the Original Implementation Agreement, or at any time thereafter up to and including the Closing Time (or, in the case of any transfer to the Transferee in accordance with the Agreement which is to occur after the Closing Time, up to and including the time of such transfer), is the subject of a blocking requirement, or country/territory-wide sanctions, under economic sanctions of the United States or any other applicable jurisdiction of similar effect; or

 

(ii)             as at the Closing Time (or, in the case of any transfer to the Transferee in accordance with the Agreement which is to occur after the Closing Time, as at the time of such transfer), is otherwise not permitted to be transferred to the Transferee: (i) under Applicable Law; or (ii) as a result of such loan being blocked or restricted by reason of (A) any order or ruling of a court or Governmental Authority or (B) any other embargo.

 

(ddd)           "Frozen Credit Card" means a Credit Card which:

 

(i)              as at the date of the Original Implementation Agreement, or at any time thereafter up to and including the Closing Time (or, in the case of any transfer to the Transferee in accordance with the Agreement which is to occur after the Closing Time, up to and including the time of such transfer), is the subject of a blocking requirement, or country/territory-wide sanctions, under economic sanctions of the United States or any other applicable jurisdiction of similar effect; or

 

(ii)             as at the Closing Time (or, in the case of any transfer to the Transferee in accordance with the Agreement which is to occur after the Closing Time, as at the time of such transfer), is otherwise not permitted to be transferred to the Transferee: (i) under Applicable Law; or (ii) as a result of such Credit Card being blocked or restricted by reason of (A) any order or ruling of a court or Governmental Authority or (B) any other embargo.

 

(eee)       "Frozen Deposit Account" means a Deposit Account which:

 

(i)              as at the date of the Original Implementation Agreement, or at any time thereafter up to and including the Closing Time (or, in the case of any transfer to the Transferee in accordance with the Agreement which is to occur after the Closing Time, up to and including the time of such transfer), is the subject of a blocking requirement, or country/territory-wide sanctions, under economic sanctions of the United States or any other applicable jurisdiction of similar effect; or

 

(ii)             as at the Closing Time (or, in the case of any transfer to the Transferee in accordance with the Agreement which is to occur after the Closing Time, as at the time of such transfer), is otherwise not permitted to be transferred to the Transferee: (i) under Applicable Law; or (ii) as a result of such account being blocked or restricted by reason of (A) any order or ruling of a court or Governmental Authority or (B) any other embargo.

 

(fff)       "Frozen Safe Deposit Box" means the contents of a Safe Deposit Box which:

 

(i)              as at the date of the Original Implementation Agreement, or at any time thereafter up to and including the Closing Time (or, in the case of any transfer to the Transferee in accordance with the Agreement) which is to occur after the Closing Time, up to and including the time of such transfer), are, or the dealing in such contents which is, the subject of a blocking requirement, or country/territory-wide sanctions, under economic sanctions of the United States or any other applicable jurisdiction of similar effect; or

 

(ii)             as at the Closing Time (or, in the case of any transfer to the Transferee in accordance with the Agreement which is to occur after the Closing Time, as at the time of such transfer), are otherwise not permitted to be transferred to the Transferee: (i) under Applicable Law; or (ii) as a result of any dealing in such contents being blocked or restricted by reason of (A) any order or ruling of a court or Governmental Authority or (B) any other embargo.

 

(ggg)            "Frozen Wealth Management Accounts" means a Wealth Management Account which:

 

(i)              as at the date of the Original Implementation Agreement, or at any time thereafter up to and including the Closing Time (or, in the case of any transfer to the Transferee in accordance with the Agreement which is to occur after the Closing Time, up to and including the time of such transfer), is the subject of a blocking requirement, or country/territory-wide sanctions, under economic sanctions of the United States or any other applicable jurisdiction of similar effect; or

 

(ii)             as at the Closing Time (or, in the case of any transfer to the Transferee in accordance with the Agreement which is to occur after the Closing Time, as at the time of such transfer), is otherwise not permitted to be transferred to the Transferee: (i) under Applicable Law; or (ii) as a result of such account being blocked or restricted by reason of (A) any order or ruling of a court or Governmental Authority or (B) any other embargo.

 

(hhh)            "FSA" means the Financial Services Act 2013.

 

(iii)        "Global Loss Forecasting Model" means any loss forecasting risk model developed by the risk modelling team of the Transferor and/or an Affiliate of the Transferor based in the US exclusively for, and used by the Transferor at the Closing Date exclusively in connection with, the Transferor's Credit Cards Business and/or Loans Business, comprising the bespoke code developed by the Transferor and/or an Affiliate of the Transferor that is exclusively used in respect of such model (the "Tailored Global LFM Code"), and excluding any data and data sets currently used to operate the model, including third party data and data feeds; the model development documentation template used by the Transferor and/or its Affiliates as a base for the production of the model and any model validation or performance monitoring documentation.

 

(jjj)            "Governmental Authority" means any multinational, national (including with respect to Malaysia or the United States of America), federal, state, provincial or local governmental or regulatory or supervisory authority or entity or body or any subdivision thereof, including any agency, instrumentality, division, department or other body thereof (including any of the foregoing with competent authority to assess or collect Tax).

 

(kkk)  "ICG Business" means, collectively, the business of providing products and services (including through the Transferor's commercial banking business segment) to (i) companies, funds, financial markets intermediaries or other entities, (ii) Governmental Authorities or companies owned by Governmental Authorities, (iii) multilateral agencies and international non-governmental organisations, (iv) institutional investors and (v) financial institutions, including but not limited to: (a) lending and leasing; (b) treasury and trade products and services, including merchant acquiring, cash management, deposits and time deposits, management of receivables and payments, payment processing services for customers of the ICG Business from natural persons/business via cards or non-card means, corporate, commercial and business credit cards, products and services (issuance and acquiring), liquidity and channel services, international trade services and trade finance (issuing and acquiring), import and export financing and related services such as documentary collection and review, instrument payment, notices, etc. and working capital solutions (including supplier finance, receivables finance, distributors finance, dynamic discount, deep tier finance and other type of solutions which may be available in the Territory); (c) brokerage, investment advice, custody, trust and depository services; (d) investment banking, financial advisory and capital-raising services, project finance (arrangement and/or advisory), securitizations and asset back financings; (e) supply chain finance (export and agency finance); (f) securities and fund services (including custody and fiduciary and trust products and services); (g) market-related transactions, including spot and forward securities, commodities and foreign exchange transactions, repurchase and reverse repurchase transactions and derivative transactions, including as related to interest rates, commodities, securities, credit, indices, stock or foreign exchange; (h) providing prepaid cards at the request of institutional, corporate or governmental customers; and (i) the marketing or provision of full service collection solutions to stakeholders of the ICG Business (including customers, employees and platform participants) through digital payment platforms and point of sale devices that enable such stakeholders to accept or pay digital consumer payments with access to varied payment options (including cards, bank transfers, eWallets and consumer lending options).

 

(lll)       "In Flight Applications" means all applications received from potential Customers before the Closing Date in respect of the entry into of a contract, agreement or arrangement which would be a Customer Agreement had it been entered into before the Closing Date.

 

(mmm)       "Insurance Distribution Business" means the business of the Transferor involving the distribution of insurance products (including through lead-sharing) and other insurance intermediation services to consumer customers, in each case in the Territory but excluding any activities of the Retained Business.

 

(nnn)       "Insurance Policies" means the insurance arrangements and policies set out in paragraph 12 of Schedule 2, including the Master Policies.

 

(ooo)       "Intellectual Property Right" means any Name, trade secret, patent or patent application, copyright, rights in computer software, moral right, database right, design right, rights in know-how (including technical specifications, techniques, methodologies, formulae, mathematical algorithms, processes, rules and scoring parameters), rights in confidential information, rights in inventions (whether patentable or not), and any other intellectual property or proprietary right (whether registered or unregistered, and any application for the foregoing), and any other equivalent or similar right which may subsist anywhere in the world.

 

(ppp)          "Intra-Group Services Agreements" means all intra-group services agreements between the Transferor and any of its Affiliates.

 

(qqq)        "Lease" means each of the lease agreements, tenancy agreements or licence agreements under which the relevant Transfer Leased Properties are leased, rented or licensed to the Transferor, including all side letters, ancillary documents, letters, agreements and any documents supplemental thereto.

 

(rrr)           "LLFM Code" has the meaning set out in the definition for Local Loss Forecasting Model.

 

(sss)       "LLFM Code IPR" means any copyrights owned by the Transferor or any of its Affiliates as at the Closing Time and that subsist in, or otherwise protect, the LLFM Code.

 

(ttt)        "Loans Business" means the business of the Transferor comprising the origination, marketing and servicing of secured and unsecured loans or financings (including conventional and Islamic mortgages), including personal loans or financings, instalment loans or financings, overdraft facilities, mortgages and lines of credit, to consumer customers, in each case in the Territory but excluding any activities of the Retained Business.

 

(uuu)    "Local Loss Forecasting Model" or "LLFM" means any loss forecasting risk model exclusively developed for the Transferor (but not by the risk modelling team of the Transferor and/or an Affiliate of the Transferor based in the US), and exclusively used by the Transferor at the Closing Date, which shall include any MFRS9 ECL Model, in each case, in connection with the Transferor's Credit Cards Business and/or Loans Business comprising:

 

(i)              an Excel spreadsheet setting out, inter alia, individual attributes and associated weightings and variables (the "LLFM Excel Document"); and

 

(ii)             the bespoke code developed by the Transferor that is exclusively used in respect of such model at the Closing Date (the "LLFM Code").

 

and excluding any data and data sets currently used to operate the model, the model development documentation template used by the Transferor and/or its Affiliates as a base for the production of the model and any model validation or performance monitoring documentation.

 

(vvv)        "Master Policies" means all insurance policies entered into by the Transferor as master policyholder which either protect Customer Receivables of the Transferor in respect of the Consumer Business or otherwise provide coverage or benefits to Customers of the Consumer Business, including without limitation CreditShield plans, Elite Life, Mortgage Reducing Term Assurance/Mortgage Reducing Takaful Term, fire insurance/fire takaful, home insurance and other loan protection plans and including those insurance policies as set out in Schedule 5.

 

(www)        "MFRS" means Malaysian Financial Reporting Standards.

 

(xxx)        "MFRS9 ECL Model" means the Bankcard and Mortgage models for Expected Credit Loss (ECL) determination in accordance with MFRS9 accounting requirements and ECL forecasting for ICAAP/regulatory stress tests.

 

(yyy)        "MRE Model" means the merchant recommender engine model used by the Transferor in connection with the Consumer Business (or part thereof) at the Closing Date, to create recommendations for merchants on the best customers for them to target.

 

(zzz)    "Name" means any trade mark, service mark, business name, brand name, company name, corporate name, logo, insignia, slogan, emblem, symbol, design, trade dress, URL, social media or domain name or other indicia of origin or a registration or application for registration of, or the goodwill symbolised by, or any other rights derived from use of, any of the foregoing.

 

(aaaa)    "NNM Model" means the prediction model used by the Transferor in connection with the Consumer Business (or part thereof) at the Closing Date, to predict the percentage change in total relationship balance over the next three-month period for a retail bank customer.

 

(bbbb)     Non-Transferring Customer Agreement" means those Customer Agreements excluded from the sale of the Consumer Business under the Agreement, including agreements in respect of the following: (a) share margin financing facilities; and (b) "Ready Credit", an uncommitted overdraft facility utilised via a debit & ATM card or chequebook (other than written off receivables in respect of such accounts).

 

(cccc)    "Non-Transferring Insurance Agreement" means the Transferor's life and non-life insurance distribution agreements and arrangements with AIA Group Limited (or any member of its group).

 

(dddd)    Non-VO Transferring Third Party Agreements" means those Transferring Third Party Agreements which either: (a) cannot be transferred under the Vesting Order as a matter of Malaysian law; or (b) are identified and agreed in writing between the Transferor and the Transferee to be Non-VO Transferring Third Party Agreements.

 

(eeee)         "Original Implementation Agreement" means the implementation agreement entered into between the Transferor and Transferee on 14 January 2022.

 

(ffff)    "Owned ATM" means an ATM listed in Part A of Appendix A (Owned ATMs, CDMs and CQMs).

 

(gggg)    "Owned CDM" means a CDM listed in Part B of Appendix A (Owned ATMs, CDMs and CQMs).

 

(hhhh)           "Owned CQM" means a CQM listed in Part C of Appendix A (Owned ATMs, CDMs and CQMs).

 

(iiii)           "Person" means any natural person, general or limited partnership, corporation, company, limited liability partnership, firm, association or organisation or other body corporate or legal entity.

 

(jjjj)     "PST Model" means the product sequence tree model used by the Transferor in connection with the Consumer Business (or part thereof) at the Closing Date, to recommend the best product for a customer.

 

(kkkk)           "Recommender Model" means the ranking model used by the Transferor in connection with the Consumer Business (or part thereof) at the Closing Date, to rank specific products or services for customers based on the probability of what the relevant customer is most likely to purchase, with the ranking balancing the customer preference and the revenue opportunity.

 

(llll)                "Records Management Agreement" means the records management agreement to be entered into on or around the Closing Date by the Transferor and the Transferee.

 

(mmmm)    "Regional Analytics Models" means each of:

 

(i)              the CVI Model;

 

(ii)             the MRE Model;

 

(iii)            the NNM Model;

 

(iv)           the PST Model;

 

(v)             the Recommender Model; and

 

(vi)           the Z-score Model.

 

(nnnn)    "Regulatory Authority" means any regulatory authority or governmental body in the Territory with authority over the Transferor in respect of the Consumer Business or any of the Assumed Assets, including any banking or financial services regulator, foreign exchange authority, foreign investment authority, competition or anti-trust authority or any governmental, local governmental or other statutory body or authority.

 

(oooo)    "Relevant Employee" means each employee of the Transferor who is:

 

(i)              employed in the Consumer Business or in the Consumer Business's Operations & Technology teams; or

 

(ii)             employed in Global Functions or Enterprise Infrastructure Operations & Technology and, in both cases, who spends over 80% of their working time in or in relation to the Consumer Business,

 

but in all cases, excluding any such person who is under notice of termination of employment (whether given by the Transferor or the individual employee) or has ceased or will cease to be so employed as at the applicable Employment Transfer Date, whether by resignation, retirement or otherwise than in connection with the provisions of the Agreement.

 

(pppp)    "Retained Business" means the following business or activities conducted by the Transferor or any of its Affiliates:

 

(i)              each of the ICG Business and the Citi Global Wealth Business;

 

(ii)             the marketing or provision of any banking or financial product or service (including insurance, credit cards, deposits, mortgage and other loans, borrowings, credit facilities, brokerage, investment advice, custody, trust and depository services and private banking and wealth management services) issued outside the Territory, whether or not the Persons to which such marketing or provision is targeted or made reside in the Territory, by: (i) the Transferor or any Affiliate of the Transferor located outside the Territory; (ii) a representative office of the Transferor or any Affiliate of the Transferor located outside the Territory; or (iii) a third party located in the Territory with which the Transferor or any Affiliate of the Transferor located outside the Territory operates in partnership (or any other similar arrangement);

 

(iii)            the marketing or provision of retail cards, retail cards products and retail card payment products, including through co-branding operations with retail vendors, card portfolio acquisitions or direct mail, provided that such retail cards or products are neither issued through physical branches in the Territory nor established and/or operating under the name of "Citigroup" or "Citicorp"; and

 

(iv)           any business that relates to customers of the ICG Business.

 

For the avoidance of doubt, any business, operations, products or services conducted or offered by the Transferor with respect to customer accounts located outside the Territory regardless of the domicile or residence of the customer (including to Persons residing in the Territory) shall be a Retained Business regardless of whether the applicable customer is domiciled, resides or is otherwise based on the Territory.

 

(qqqq)        "Safe Deposit Box" means a safe deposit box located at a Transfer Leased Property excluding, for the avoidance of doubt, the contents of such safe deposit box.

 

(rrrr)     "Safe Deposit Lease" means any lease entered into by the Transferor and a Transferring Customer in respect of a Safe Deposit Box, other than a Frozen Safe Deposit Box.

 

(ssss)         "Scaled Down Annual Review Documents" means a redacted version of:

 

(i)              the last annual model approval package for each Credit Decision Model; and

 

(ii)             any document recording model performance and stability/KS and PSI versus development data, TTD distribution, observed default rates versus the expected bad rate by score band and any model approver remarks, in each case, in relation to the Credit Decision Models,

 

in each case, to the extent that, and in the form in which (subject to any redactions), these materials exist, and remain in the possession, custody or control of the Transferor or any of its Affiliates, immediately prior to the Closing Date.

 

(tttt)    "Scaled Down Model Development Documents" means a redacted version of:

 

(i)              the model development documentation template for each Credit Decision Model; and

 

(ii)             any document recording development population, exclusion waterfall, bad definition, variables/characteristics (including selected attributes and weights), model performance and stability/KS and PSI and model approver remarks, in each case, in relation to the Credit Decision Models,

 

in each case, to the extent that, and in the form in which (subject to any redactions), these materials exist, and remain in the possession, custody or control of the Transferor or any of its Affiliates, immediately prior to the Closing Date.

 

(uuuu)     "Scheme" means this scheme for the transfer and vesting of the Consumer Business at and as from the Closing Time from the Transferor to the Transferee pursuant to Part VI of the FSA which is to be confirmed and to take effect in accordance with the Vesting Order.

 

(vvvv) "Security Interests" means any mortgage, mortgage pre-notation, pledge (including any pledge operating by law), lien, charge, assignment by way of security, hypothecation or right in security or security interest, trust arrangement for the purpose of providing security, retention of title arrangement or any other agreement or arrangement having the effect of conferring security.

 

(wwww)     "Split Service Contract" means any contract, agreement or arrangement between the Transferor or any of its Affiliates and any person under which products or services are provided to or in respect of the Consumer Business but which does not relate exclusively to the Consumer Business, including any such contract, agreement or arrangement under which products or services are provided on a regional basis but which relates in part to the Consumer Business.

 

(xxxx)     "Tailored Global LFM Code" has the meaning set out in the definition for Global Loss Forecasting Model.

 

(yyyy)     "Tax" means all forms of taxation, taxes, duties, contributions and levies and, without prejudice to the generality of the foregoing, shall include corporate income taxes and the surtaxes applicable to corporate income tax, registration taxes, real estate tax, payroll taxes, value added tax, customs and excise duties, specific business tax, capital tax and any other legal transaction taxes, and any tax or tax-related deductions or withholdings of any sort imposed by any tribunal, court or Governmental Authority, in each case, wherever and whenever imposed, and all penalties, costs, charges and interest relating thereto.

 

(zzzz) "Territory" means Malaysia.

 

(aaaaa) "Test Account" means a Credit Card account which is categorised by the Transferor (in accordance with its policies and procedures) as "test" as at the Closing Date.

 

(bbbbb)   "Third Party Agreement" means any contract, agreement or arrangement between the Transferor and any Person other than a Customer or a Relevant Employee entered into exclusively in relation to the Consumer Business, including any Co-Brand Agreement, any Credit Decision Model Agreement, any marketing and/or servicing channel agreements, any Master Policy and any Distribution Agreement but excluding each (i) Non-Transferring Insurance Agreement; (ii) Split Service Contract; (iii) Lease; and (iv) contract relating to any service provided to the Transferor in connection with matters connected with support to be provided by the Transferor under the Transitional Services Agreement; and (v) the Unallocated Precious Metals Accounts Agreement dated 15 June 2010 between HSBC Bank Plc (as amended pursuant to the novation agreement dated 10 July 2014) and the Transferor to provide Gold account related services.

 

(ccccc) "Third Party Receivable" means an amount owing to the Transferor by any Person other than a Customer pursuant to a Transferring Third Party Agreement, including any fee (including any mutual fund trailer fee) to which the Transferor is entitled under a Distribution Agreement, in each case, in respect of any period after the Closing Time.

 

(ddddd) "Transfer Leased Properties" means the leased properties referred to in Schedule 4. For the avoidance of doubt, where part only of a property held under a Lease is specified in Schedule 4, only that part of such property shall be treated as a Transfer Leased Property.

 

(eeeee)        "Transferee" means United Overseas Bank (Malaysia) Bhd. (199301017069 (271809-K)).

 

(fffff) "Transferring Customer" means a person who is a Customer: (a) as at the Closing Time; or (b) a person who was a Customer as at the date falling one (1) month before the Closing Date but ceased to be such before the Closing Time.

 

(ggggg) "Transferring Customer Agreement" means any Customer Agreement: (a) in existence as at the Closing Time to be transferred by the Transferor to the Transferee on and subject to the terms of the Agreement; or (b) in existence as at the date falling one (1) month before the Closing Date but which has been closed before the Closing Time, in each case, other than a Non-Transferring Customer Agreement.

 

(hhhhh)          "Transferring Employee" means each individual who was a Relevant Employee immediately prior to the applicable Employment Transfer Date, and who has terminated his or her employment with the Transferor and has been re-hired to become an employee of the Transferee or any of its relevant Affiliates pursuant to the processes outlined in the Agreement.

 

(iiiii)          "Transferring Third Party Agreement" means any Third Party Agreement in existence at the Closing Time, but excluding any Non-Transferring Insurance Agreements.

 

(jjjjj)   "Transferor" means Citibank Berhad (199401011410 (297089-M)).

 

(kkkkk)          "Transitional Services Agreement" means the transitional services agreement relating to the provision of certain services by the Transferor to the Transferee after Closing, to be entered into on Closing.

 

(lllll)            "Transitional Services Employee" means any Relevant Employee who will be engaged in the provision of services by the Transferor to the Transferee on or after the Closing Date under the Transitional Services Agreement, as identified by the Parties in accordance with the provisions of the Agreement.

 

(mmmmm) "Vesting Order" is as defined in paragraph 1.4 of this Scheme.

 

(nnnnn) "Wealth Management Business" means the business of the Transferor comprising the retail distribution of investment products including mutual funds and structured notes, in each case in respect of consumer customers in the Territory but excluding any activities of the Retained Business.

 

(ooooo) "Writing" includes communication made by mail, email or facsimile.

 

(ppppp) "Written-off Receivable" means an amount owing to the Transferor pursuant to a Transferring Customer Agreement which has been written-off in accordance with the Transferor's standard policies for MFRS reporting purposes.

 

(qqqqq)       "Z-score Model" means the scoring model used by the Transferor in connection with the Consumer Business (or part thereof) at the Closing Date, to show the relative migration of the usage of a card customer.

 

 


 

SCHEDULE 2

Assumed Assets

 

Customers

 

1.              Each:

(a)            Transferring Customer Agreement including, for the avoidance of doubt: (i) any agreement of the type referred to in paragraph (ii)(2) of the definition of "Excluded Asset" which, as at the Closing Time, has become permitted to be transferred to the Transferee; and (ii) any agreement transferred in accordance with paragraph 1A of this Schedule;

(b)            Customer Receivable as at the Closing Time and in respect of the period after Closing, save that in respect of any Customer Agreement which transfers on or after Closing, this reference to Closing Time shall be deemed to refer to 00:01 on the date of transfer of the relevant agreement;

(c)             Security Interest and Customer Credit Support granted in favour of the Transferor in respect of a Transferring Customer Agreement (falling within sub-paragraph (a) of such definition); and

(d)            In Flight Application.

1A.If a Frozen Consumer Loan, a Frozen Credit Card, a Frozen Deposit Account, a Frozen Safe Deposit Box or a Frozen Wealth Management Account, which does not fall within paragraph (ii)(1) of the definition of "Excluded Asset" but which was not permitted to be transferred to the Transferee at the Closing Time becomes permitted to be transferred to the Transferee before the date falling twelve (12) months following Closing, as soon as reasonably practicable after any required Customer consents have been obtained, the Transferor shall promptly notify the Transferee in Writing (together with any supporting documentation and information available to the Transferor evidencing that such Frozen Consumer Loan, Frozen Credit Card, Frozen Deposit Account, Frozen Safe Deposit Box or Frozen Wealth Management Account is permitted to be transferred to the Transferee), and (subject to the provisions of the Agreement):

 

(a)            the Customer Agreement relating to such Consumer Loan, Credit Card, Deposit Account, Safe Deposit Box or Wealth Management Account (as the case may be) shall be transferred and the contents of any such Safe Deposit Box shall be delivered to the Transferee on the last Business Day of the month in which such transfer becomes permissible unless otherwise mutually agreed between the Transferor and Transferee;

(b)            such Customer Agreement shall become, as from such date, a Transferring Customer Agreement;

(c)             the Customer who is a party to such Customer Agreement shall be deemed to be a Transferring Customer effective as of such date; and

(d)            the Transferor and the Transferee shall make any applicable payments in respect of such transfer in accordance with the provisions of the Agreement, provided that the relevant Customer Agreement shall be valued as at the date of such transfer and not as at the Closing Date, it being agreed that any rental payments in respect of Safe Deposit Boxes shall be apportioned between the Transferor and the Transferee on a time basis.

Suppliers, partners and other third parties

 

2.              Each:

(a)            Transferring Third Party Agreement and any related or ancillary documents;

(b)            Third Party Receivable;

(c)             Credit Card Association Number, CVV numbers and credit card and debit card expiry dates; and

(d)            Security Interest and Customer Credit Support granted in favour of the Transferor in respect of a Transferring Third Party Agreement.

Proceedings and claims

3.              Subject to Applicable Law, any rights of the Transferor in respect of any claim brought (or which may be brought) by the Transferor against any Person (other than any claim of the Transferor against the Transferee in respect of any breach of the warranties given by the Transferee in the Agreement) in connection with any Assumed Asset. Without limitation, the foregoing shall include any claim: (a) for an amount (whether in reimbursement, compensation or otherwise) in respect of any sum paid or demanded pursuant to any Transferring Customer Agreement; and (b) in connection with any fraud or credit loss in respect of a Transferring Customer Agreement.

Property

 

4.              Each Lease, including in respect of any lease deposit paid by, or amount held in escrow on behalf of, the Transferor.

5.              The Owned ATMs, the Owned CDMs and the Owned CQMs.

Records

 

6.              A copy of any LLFM Excel Document, Analytics Model Components and any CDM Document, in each case, for use only in connection with the Consumer Business in the Territory.

7.              The Core Records.

Cash

 

8.              All Cash in Transit.

9.              The Foreign Currency Cash Amount(s).

Assets

 

10.           Each asset listed in the "Fixed Assets Register" in folder 16.12.7 of the Data Room, but excluding any such asset disposed of by the Transferor in the ordinary course of business before Closing, and together with any moveable asset acquired and owned by the Transferor after the date as at which such fixed asset register was prepared and before Closing which is used by the Transferor exclusively for the purposes of the Consumer Business and, on the Closing Date, is situated at a Transfer Leased Property.

Intellectual Property Rights

 

11.           Any LLFM Code IPR.

Others

12.           The following insurance arrangements and policies:

(a)            any of the Transferor's self-purchased insurance in respect of Transferring Customers to support business strategy (including without limitation travel insurance and corporate liability waiver insurance offered free to card holders, and personal accident insurance offered free with deposits); and

(b)            any credit-related or asset-based insurance protecting the Customer Receivables, Loans Business or loan exposures of the Transferor (including the Master Policies).

 


 

SCHEDULE 3

Excluded Assets

 

Customers

 

1.              Each:

(a)            Non-Transferring Customer Agreement;

(b)            Test Account; and

(c)             Security Interest and Customer Credit Support granted in favour of the Transferor in respect of a Non-Transferring Customer Agreement.

Suppliers, partners and other third parties

 

2.              Each:

(a)            Intra-Group Services Agreement;

(b)            Split Service Contract;

(c)             other Third Party Agreement which is not a Transferring Third Party Agreement; and

(d)            Security Interest and Customer Credit Support granted in favour of the Transferor in respect of any agreement contemplated by paragraphs (a) or (c) above.

3.              Any Non-Transferring Insurance Agreement and any insurance policy relating to any of the Assumed Assets or Assumed Liabilities (save for those as set out in paragraph 12 of Schedule 2).

Cash

4.              All cash in relation to the Consumer Business, other than Cash in Transit and the Foreign Currency Cash Amount(s).

5.              Any reserves held with BNM.

Intellectual Property Rights, artistic works and Citi Software

 

6.              Other than any LLFM Code IPR, any Intellectual Property Rights owned by the Transferor or any of its Affiliates (whether or not used in the Consumer Business), including any Citi Marks.

7.              Any paintings, sculptures and other artistic works.

8.              Other than any LLFM Code and any Tailored Global LFM Code, the Citi Software.

Fixed assets

 

9.              Information technology equipment including end user devices (including desktop and laptop devices), routers, scanners and ancillary items.

10.           Any assets or equipment that form part of the critical infrastructure for the operations of the Retained Business (including uninterruptible power supply units, genset, water chiller equipment and computer room air conditioning units).

 


SCHEDULE 4

Transfer Leased Properties

 

No.

Transfer Leased Properties

1.

165, Jalan Ampang, 50450

Kuala Lumpur

Floors:

•    L1 & 3 (Retail Floors)

•    L12, 13, 16, 17, 18, 19 (part floor) & 24

Total in-scope floor area (under the lease agreement): 122,865 square feet

Charge out square feet space: 140,811 square feet

2.

No.54A, B&C, Jalan Suarasa 8/4, Bandar Tun Hussein Onn, 43200 Cheras

3.

Centro Business Centre,

8 Jalan Batu Tiga Lama,

41300 Klang, Selangor

4.

26, Jalan Puteri 1/1, Bandar Puteri, Puchong, 47100 Subang Jaya, Selangor

5.

Lot W106, Metropolitan Square Centre Wing 47820 Petaling Jaya Selangor

6.

Lot W107, Metropolitan Square Centre Wing 47820 Petaling Jaya Selangor

7.

DT3615(PT3069) Jalan Angkasa Nuri 1, Taman Angkasa Nuri, Durian Tunggal, 76100 Melaka

8.

42A, Jalan Sultan Ahmad Shah, 10050 Penang

9.      

Unit 5B (1814-B), off Lorong Perusahaan Maju 8, off Bukit Tengah-Juru Interchange Perai, 13700 Penang

10.   

#01-01, Block C , Komersil Southkey Mozek, Persiaran Southkey , Kota Southkey, 80150 Johor Bahru.

11.   

#01-02, Block C , Komersil Southkey Mozek, Persiaran Southkey , Kota Southkey, 80150 Johor Bahru.

12.   

#01-03, Block C , Komersil Southkey Mozek, Persiaran Southkey , Kota Southkey, 80150 Johor Bahru.

(Lease Expiry Date: 31 Mar 2023)

13.   

#01-05, Block C , Komersil Southkey Mozek, Persiaran Southkey , Kota Southkey, 80150 Johor Bahru.

14.   

9A, Jalan USJ 10/1H, Taipan Triangle 47610 UEP Subang Jaya,

Selangor Darul Ehsan

 


 

SCHEDULE 5

Master Policies

 

Credit/ Loan Protection (Conventional Insurance)


No.

Master Policy No.

Issued by

Description

G65000009

AIA Berhad

Credit Shield Insurance Scheme For Citibank Visa and Master Card

G65000011

G65000012

G65000014

G65000016

AIA Berhad

Credit Shield Plus Insurance Scheme For Citibank Berhad Credit Card Members Against Death,

Permanent Total Disablement, Temporary Total Disablement And Critical Illness

G65000021

AIA Berhad

Credit Shield Premier Policy Information

65000022

AIA Berhad

Credit Shield Select Policy Information

MGML930183 MGML912512 MGML310224 MGML915412

AIA Berhad

Group Single Premium Mortgage Reducing Term Assurance (MRTA)

MGML930235 MGML930086

AIA Berhad

Group Regular Premium Mortgage Reducing Term Assurance (MRTA)

MLTA930196

MLTA908636

AIA Berhad

Group Single Premium Mortgage Level Term Assurance (MLTA)

MLTA930099

AIA Berhad

Group Regular Premium Mortgage Level Term Assurance (MLTA)


Credit/ Financing/ Loan Protection (Islamic -Takaful)


No.

Master Policy No.

Issued by

Description

1.

STMB MRTT MS


Syarikat Takaful Malaysia Berhad

Mortgage Reducing Term Takaful (MRTT)


Non-Credit/ Loan Protection


No.

Master Policy No.

Issued by

Description


WMC001

AIA Berhad

Group Term Life Insurance Policy (Elite Life)

O285241141

AIG Malaysia Insurance Berhad

CitiGuard Protection - Personal Accident Insurance Plan

O285242177

AIG Malaysia Insurance Berhad

CitiPlus - Hospital Income Plan

O285905142

AIG Malaysia Insurance Berhad

Income Secure Plan -

Personal Accident Insurance

O285249361

AIG Malaysia Insurance Berhad

Double Holiday – Personal Accident Protection Plan

O285904076

AIG Malaysia Insurance Berhad

Cashplus – Hospital Income Plan


Cards CVP (Customer Value Proposition)


No.

Master Policy No.

Issued by

Description

1.


1CP-814980

Chubb Insurance Malaysia Berhad

NAC Program

(Citibank – Rewards Credit Card)

2.

1CP-814981

Chubb Insurance Malaysia Berhad

NAC Program

(Citibank – Premier Miles Credit Card)

3.

1CP-814990

Chubb Insurance Malaysia Berhad

NAC Program

(Citibank – Business Platinum Credit Card)

4.

1CP-815351

Chubb Insurance Malaysia Berhad

NAC Program

(Citibank – Business Signature Card)


5.

1CP-815430

Chubb Insurance Malaysia Berhad

NAC Program

(Citibank – Travel Card)

6.

O285800741

AIG Malaysia Insurance Berhad

Corporate Liability Waiver Cover (Policy Contract)




APPENDIX A

Owned ATMs, CDMs and CQMs


Part A – Owned ATMs


No.

Current location premises

Serial Number / Model Number

Jalan Ampang

1522FDC40085

Jalan Ampang

1522FDC40065

Jalan Ampang

1522FDC40066

Jalan Ampang

1522FDC40068

Jalan Ampang

1522FDC40069

Puchong

1522FDC40077

Puchong

1522FDC40092

Klang

1522FDC40078

Klang

1522FDC40076

Damansara Perdana

1522FDC40070

Damansara Perdana

1522FDC40087

Damansara Perdana

1522FDC40094

Cheras

1522FDC40093

Cheras

1522FDC40082

USJ Taipan

1522FDC40071

USJ Taipan

1522FDC40083

Johor Bahru

1522FDC40081

Johor Bahru

1522FDC40089

Penang

1522FDC40073

Penang

1522FDC40090

Penang

1522FDC40079

Penang

1522FDC40064

Penang

1522FDC40084

Bukit Tengah

1522FDC40067

Bukit Tengah

1522FDC40091

Durian Tunggal

1522FDC40086

Jalan Ampang - Test Lab

1522FDC40080

Warehouse

1522FDC40075

Warehouse

1522FDC40088



Part B – Owned CDMs


No.

Current location premises

Serial Number / Model Number

Jalan Ampang

56FR600075

Jalan Ampang

56FR600080

Jalan Ampang

56FR600090

Jalan Ampang

56FR600093

Jalan Ampang

56FR600095

Jalan Ampang

56FR600096

Jalan Ampang

56FR600097

Puchong

56FR600078

Puchong

56FR600084

Puchong

56FR600085

Puchong

56FR600092

Klang

56FR600070

Klang

56FR500437

Klang

56FR500435

Damansara Perdana

56FR500439

Damansara Perdana

56FR500438

Damansara Perdana

56FR500433

Cheras

56FR500436

Cheras

56FR600141

USJ Taipan

56FR600014

USJ Taipan

56FR600022

USJ Taipan

56FR600069

Johor Bahru

56FR600072

Johor Bahru

56FR600088

Penang

56FR600094

Penang

56FR600074

Penang

56FR600082

Penang

56FR600087

Penang

56FR600071

Bukit Tengah

56FR600009

Bukit Tengah

56FR600068

Bukit Tengah

56FR600073

Durian Tunggal

56FR600020

Durian Tunggal

56FR600098

Jalan Ampang - Test Lab

56FR600015

Jalan Ampang - Test Lab

56FR600081

Warehouse

56FR600079





Part C – Owned CQMs


No.

Current location premises

Serial Number / Model Number

Jalan Ampang

1326FDC00635

Jalan Ampang

1326FDC00645

Jalan Ampang

1326FDC00636

Jalan Ampang

1326FDC00639

Puchong

1326FDC00647

Klang

1326FDC00634

Damansara Perdana

1326FDC00649

Damansara Perdana

1326FDC00631

Cheras

1326FDC00643

USJ Taipan

1326FDC00633

Johor Bahru

1326FDC00630

Johor Bahru

1326FDC00641

Penang

1326FDC00646

Penang

1326FDC00644

Penang

1326FDC00638

Bukit Tengah

1326FDC00640

Bukit Tengah

1326FDC00648

Durian Tunggal

1326FDC00642

Jalan Ampang - Test Lab

FB1326001ID