Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698082288904.pdf (Sierra Leone)
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a Tax lncentives Agreement PARLIAM:NT LI BRARY T0lt: :,ii ;llii .
:,?aEIol./N Dated fs-ye 2011 The Government of Sierra Leone (GoSL) Addax Bioenergy (SL) Limited (ABSL) D.nton mld6 Sapte LLP One Fleet Place London EC4M 7WS lJnited Kingdom 7 +44 (c,20 7242 1212 F +44 (O20 7246 7777 Telex 88193 DX 242 lnfo@dentonwlldesapte.com r|ww.dentonwildesapte.com lntcmatlonal Lawyers r \:+ 1 Contents 1 Definitions and interpretation 2 Agreement 3 Representations and Wananties 4 General obligation to pay Tax 5 Records 6 Notices 7 Assigriiients- I Miscellaneous 9 Governing Law and Jurisdiclion 10 Dispute Resolution 1 1 Waiver of immunity 12 Change in law Schedule I - Shareholders and Funders Schedule 2 - Tax agreements, waivers and concessions Schedule 3 - Representatjons and Wananties: GoSL Schedule 4 - Representations and Wananties: ABSL 4 5 5 6 b 7 7 9 10 11 12 17 18 Contents (i) 9/e Tax Agreement Dated 2011 Between (1) The Government ot Sierra Leone acting by the Minister of Finance & Economic Oevelopment (GoSL), and (2) Addax Bioenergy (SL) Limited (ABSL) a limited liability company incorporated and -registered under the laws of the Republic of Sierra Leone with company number ClFl57612008 whose registered office is at 4 Liverpool Street, Freetown Sierra Leone: Recitals A ABSL was established to develop and run the Makeni Project (as deflned).
B ln reliance on the agreement of GoSL in the Memorandum (as defined) to provide various investment and tax incentives for the Makeni Pro.iect, ABSL has agreed to develop and run the Makeni Project.

By this Agreement, which is derived from the Memorandum, ABSL and GoSL set out their rights and obligations in connection with the Makeni Pro.iect.
It is agreed: Definitions and interpretation 'I 1.1 Oefinitions ln this Agreement, the following definitions apply: Addax Energy SA means the Addax group trading company, Addax Energy SA, a company incorporated in Switzerland, with registered number CH66002269864, whose registered office is at 12, Rue Michel-Servet, 1200 Geneva, Switzerland Affiliated Gompany means in relalion to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.
Agricultural lnputs means all seeds, plants, fertilizers and agricultural materials relevant to crop cultivation.

applicable fiscal period means the period of twelve months ending on 31 December, or such other period of assessment for corporate tax as may be provided for in the lncome Tax Act, 2000. capital assets means assets other than trading assets.
Competent Authoritios means the GoSL and any body which is responsible for or otherwise concerned in the implementation of GoSL's obligations under in this Agreement including, without limitation, local councils, statutory bodies, Customs, the National Revenue Authority and any authority with the power to issue Permits.

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le!9ueuu pue slueq esoql sueaul slapunJ '1gog lrou leqs "lSgV elep Jaqlo lue ro 'ZIOZ Joqtlra^oN !

sueouJ suo0eJado lelcJautuoC ro luauacuaruuroC ,o alEO Vdd aql u!
pauuap aJe slassv paldacxa 'OOOZ 1cV xel aluocul aql Japun luaplsar e ,(q alqe{ed xe1 sueau xel alerodroc 'saa.ra]suerl Jo su6!sse palluJJad Ilnp 'sJossaccns raql ro su 'rolcerluoc alnusqns ,(ue pue lggy 1o lleqaq uo ro ,{q palurodde rope4uo3 Iue sueaur JolrsJluoc ^ueduoc 'saeralsue4 ro su6!sse peuurad Ilnp pelulodde ro ,(lpeirp rope4uoC eql Iq palurodde uEal leuorssalord eq11o raquau {ue supaur luEllnsuoC 'srossa.cns Jraql ro slr 'lupllnsuoc alnllsqns Iup pue lSgV lo llEqeq uo io ^q Overhead Cap means in respect of applicable fiscal period, 6% of ABSL's revenues (as stated in its audited income slatement).
Owning means directly or indirectly possessing or being entitled to possess ordinary share capital or voting power in a company, or rights to assets of a company in the event of it being wound up and Own, Owned, Owner and Ownership shall be construed accordingly.

Party means each of the parties to this Agreement.


Payment of lnterest means an amount of monetary consideration which is paid for the use of money over time, and includes (without limitation) any such amount which is treated as a dividend for any purpose under the law of the Republic of Sierra Leone and Payments of lnterest shall be construed accordingly.
Permit means any consent, authorisation, approval, permit and licence of any kind required to be issued by any official or public authority of the Republic of Sierra Leone in connection with ABSL, its activities, the Makeni Project or any person taking part or participating directly or indirectly in lhe Makeni Project (or any of it).

PPA means the power purchase agreement entered into by GoSL and ABSL dated 2011.

Project Agreements are defined in the PPA.


Project Document means any document to which ABSL is a party for the purpose of or in connection with any part of the Makeni Project.

Shareholders means those persons listed in Schedule I Part A, together with their respective successor in title, transferees and assignees.
Sub-contractor means any sub-contractor (of any tier) appointed by or on behalf of the Contractor and any substitute subrontractor, its or their successors, duly permitted assigns or transferees.
Subsidiary means: (a) any company in respect of which another company (directly or indirectly): (i) (iD holds a majority ofthe voting rights; is a member of and has the ight to appoint or remove a maiority of its board; or (iiD is a member of and (under an agreement with other members) controls alone a majority of the voting rights in iti and (b) any company which would be a subsidiary within a) above, but for any Security subsisting over the shares in that company from time to time, but on the basis that a person shall be treated as a member of a company if any shares in that company are held by that person's nominee or any other person acting on that person's behalf.
Tax includes all present and future taxes, charges, charges, imposts, dulies, Ievies, customs duties, excise, deductions or withholdings of any kind whatsoever, or any other tax or charge having the effect of a lax, or any amount payable on account of or as security for any of the foregoing, by whomsoever on whomsoever and wherever imposed, levied, collected, withheld or assessed, together with any penalties, additions, fines, surcharges or interest relaiing thereto and Taxes and Taxation shall be construed accordingly.
3 e Treaty State means a jurisdiction having a double taxation agreement (a Treaty) with the Republic of Sierra Leone.

Washington Convention means the Convention on the Settlement of lnvestment Disputes between States and Nationals of other States, which came into force on 14 October 1966.

Water Extraction Licence is deflned in the PPA.

withholding tax means a deduction or withholding for or on account of Tax imposed by Law.
1.2 lnterpretation ln this Agreement, unless otheMise specified: (a) reference to any statute, bye-law, regulation, rule, delegated legislation or order is to any statute, bye-law, regulation, rule, delegated legislation or order as amended, modified or replaced from time to time and to any, statute, bye-law, regulation, rule, delegated legislation or order replacing or made under any of them; (b) (c) (d) (e) (0 G) (h) references to any clause, paragraph or Schedule are to those contained in this Agreement and all Schedules to this Agreement are an integral part of this Agreement; headings are for ease of reference only and shall not be taken into account in construing this Agreement; the expression this clause shall unless followed by reference to a specific provision be deemed to refer to the whole clause (not merely the sub-clause, paragraph or other provision) in which the expression occurs; references to any Project Document, any Funding Document or any other document shall be construed as references to that Project Document, that Funding Document or that other documenl as amended, varied, novated or supplemented in accordance with the terms thereof; person or entity includes any individual, firm, company or other incorporated or unincorporaled body and references to a person or entity shall be construed as to include that person's or entity's assigns, transferees or successor in title; in writing includes any communication made by letter or facsimile lransmission; and business day means a day (not being a Saturday or Sunday) on which banks are open for normal banking business in Geneva (i) reference to $ in this Agreement is to US dollars Agreement 2 2.1 Tax ln consideration of ABSL agreeing to develop and operate the Makeni Project, GoSL hereby irrevocably and unconditionally agrees in the terms set out in Schedule 2, and without prejudice to the foregoing, to the extent necessary to give effect to this Agreement: (a) to waive from I February 2Ol O for the period up to and including 31 Decembet 2022 its rights in respect of tax insofar as they are inconsistent with the terms set out in Schedule 2; (b) not to seek to recover tax from ABSL, the Shareholders or the Funders insofar as such recovery would be inconsistent with the terms set out in Schedule 2; and 4 L 2.2 (c) to use all reasonable endeavours to procure lhe ratification by 30 September 2011 of this Agreement.
Purpose of this Agreement (a) The Parties to this Agreement hereby acknowledge and agree that the exemptions from tax as set out in Schedule 2 have been provided solely for the development, operation and tunding of the Makeni Project and shall not apply for any other purpose or in relation to any other activity and no term of this Agreement shall restrjct or prevent the GoSL from exercising any powers it may have from time to time to investigate and ensure the exemptions are being applied in accordance with this Clause 2.2(a).
(b) To the extent that this Agreement contradicts the Memorandum in relation to tax, this Agreement shall take precedence, but neither Party shall be entitled to recover any amount under this Agreement to the extent that it has already recovered in respect of the same liability under the Memorandum (or vice versa).
2.3 Termination The agreements, waivers and concessions in Schedule 2 of this Agreement shall expire on 31 Oecember 2022, but any rights which have accrued under this Agreement shall subsist after that date.

3 Rlipresentations and Warranties GoSL represents and warrants to ABSL that each of the statements in Schedule 3 is true, accurate and not misleading.

4 4.
4 4.

',| 5 General obligation to pay Tax Subject to GoSL complying with its obligations under this agreement, ABSL agrees (subject to Schedule 2) to pay Tax in accordance with the Laws.
Records ABSL shall maintain sufficient records of material transactions relevant to the cultivation of sugar cane on or before 31 December 2020 as kept according lo inlemational sugar company auditing standards to determine the nature and key terms of those lransactions and any Tax which is (or would but for this Agreement) be payable by ABSL in relation to those transactions, and shall retain such records until 31 December 2026.
Notices 6 6.1 Notices Except as otherwise provided for in this Agreement, all notices or other communication under or in respect of this Agreement by any Party shall be in writing.
6.2 Addresses for notices All notices and other communications under or in respect of this Agreement shall be deemed to be duly given or made when delivered (in the case of personal delivery or letter) and when received (in the case of facsimile) to such Party addressed to it at the address stated below (or at such other address as such Party may specific ior such purpose to the others by notice in writing): 5 L (a) in the case of GoSL For the attention of: Financial Secretary Ministry of Finance and Economic Development Ministry of Finance George Street Freetown Fax: +2322222847 2 Email: ekoroma@mofed.
gov.sl (b) in the case ofABSL: For the attention of: Nikolai Germann Addax Bioenergy (SL) Limited 33 Rue de la Synagogue CH - 1211 Gendve 12 Switzerland Fax: +41 58 702 99 80 6.3 Receipt of notices A notice or other communication received on a non-business day or after 5.00 p.m. in the place of receipt, shall be deemed to be served on the next following business day in such place.
Assignments 7 7.1 Effect of Assignments This Agreement shall be binding upon and enure lo the beneflt of the Parties hereto and their respective successors and permitted assigns and lransferees and references in this Agreement to any of them shall be construed accordingly.

7.2 By GoSL GoSL shall not assign, transfer or novate all or any of its rights and/or obligations under this Agreement.
By ABSL ABSL shall not assign, transfer or novate all or any of its rights and/or obligations under this Agreement other than by way of security in favour of the Funders (or any of them).

Miscellaneous 8 8.

'l No waiver or discharge No breach by any Party of any provision of this Agreement shall be waived or discharged except with the express written consent of the other Parties.

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8.2 Effect of failure or delay No failure or delay by ABSL in exercising any right, power or privilege under this Agreement shall operate as a waiver of that right, power or privilege and no single or partial exercise by it of any right, power or privilege shall preclude any further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
8.3 Rights and remedies cumulative The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law or otherwise.
8.4 Third pany rights Each of the Shareholders, the Funders and others referred to in Appendix 2 as having the benefit of a right, entitlement, discretion or the benelit of an obligation by GoSL shall be entitled to enforce such right, entitlement, discretion or obligation under this Agreement, whether by reason of breach, misrepresentation or otherwise, notwithstanding it shall not be a signature Party to this Agreement.
8.5 Severability lf any term of this Agreement is finally declared to be invalid, the other terms shall not thereby be affected or impaired and shall continue in full force and effect.

ln such event, the Parties shall, in good faith, seek to negotiate valid substitute provisions which shall as nearly as possible preserve lhe commercial balance between them.
8.6 Counterparts This Agreement may be executed in any number of counterparts and by lhe different Parties on separate counterparts, each of which, when executed and delivered, shall constitute an original, but all the counterparts shalltogether constitute but one and the same instrument.
9 Governing Law and Jurisdiction This Agreement, its interpretation and any non-contractual obligations arising from or connected with it, are governed by and construed in accordance with the laws of the Republic !f Sierra Leone in force, supplemented by the rules of international law where necessary to give effect to the express provisions of this Agreement.
10 Dispute Resolution 10.1 MutualDiscussions lf any dispute or difference of any kind whatsoever shall arise between the GoSL and ABSL in connection with, or arising out of, this Agreement (save for any dispute as to the interprelation or implementation of Clauses 10.2 to 10.6 and Clause 11 hereoO, the Parties shall attempt in good faith to settle such dispute in the first inslance within thirty (30) Days by mutual discussions between ABSL and the GoSL which may include referring the dispute to the Operating Committee for resolution within such thirty (30) Day period.
'10.2 Disputes This clause applies to any claim, dispute, disagreement, controversy or difference of any kind between the Parties arising out of or in connection with this Agreement (a Dispute) and which has not been resolved following the procedures set out in Clause 10.

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That includes, without limitation, any question about the Agreement's existence, validity or termination.

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7 a?

10.3 Reference to arbitration AII Disputes shall be referred to and finally resolved by arbitration in London before three arbitrators under the lnternational Centre for Settlement of lnvestment Disputes Convention, Regulations and Rules from time to time in force (the lcslD Rules), or if the Republic of Sierra Leone has ratified the New York Convention, the Rules of Arbitration of the lnternational Chamber of Commerce from time to time in force (the ICC Rules).
This clause incorporates the ICSID Rules or the ICC Rules, as applicable, except where they conflict with its express terms.

Rule 9(5) ofthe ICC Rules and Rule 39 ofthe ICSID Rules shall not apply.

1O.4 WashingtonConvention GoSL acknowledges that for the purposes of the Washington Convention (a) (b) this Agreement is a contract which concerns an investment.
jt is a Government entity; and 10.5 AppointingarbitratoE (a) Each Party shall nominate an arbitrator in the Request for Arbitration or Answer as the case may be.

ln the event that there are multiple claimants and/or multiple respondents, all claimants and/or all respondents shall attempt to agree upon lheir respeclive appointment(s).
(b) (c) lf such Party or multiple parties fail to nominate an arbitrator within or at the same time as serving their Request for Arbitration or Answer as the case may be, an arbitrator shall be appointed on its or their behalf by the Chairman of the ICSID Adminiskative Council in accordance with the ICSID Rules, or if applicable, the President of the ICC Court in accordance with the ICC Rules.
ln such circumstances, any existing or future nomination or confirmation of the arbitrator chosen by the party or parties on the other side of the proposed arbitration shall be unaffected.

The Parties must then seek to agree on and nominale a third arbitrator to act as Chairman within 14 days after confirmation of the second arbitrator's appointment.

Failing agreement between the parties the two arbitrators already appointed must within 14 days nominate the third arbitrator.
lf any ofthe parties failto nominate an arbitrator or the two arbitrators already appointed fail to nominate lhe Chairman, the appointments shall be made by the Chairman of the ICSID Administrative Council in accordance with the ICSIO Rules, or if applicable, the President ofthe ICC Court of Arbitration in accordance with the ICC Rules.

10.6 {anguage The proceedings shall be conducted in the English language.
All documents submitted in the arbikation shall be in the English language or, if in another language, be accompanied by a certified English translation.

'10.7 No appeal None of the parties may appeal to any court on a question of law arising out of an award made in the arbitration.

The parties irrevocably waive any rights of appeal they might otherwise have had.

10.8 Enforcement 10.8.


'r The award shall be final and binding on the parties or anyone claiming lhrough or under them and judgment rendered on the award may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of the award and an order of enforcement as the case may be.
8 e 10.8.2 ABSL irrevocably and uncondilionally agrees it shall not be entitled to, and shall not, take any action to enforce a judgment or arbitral award against any bank account held by GoSL (including any of its diplomatic or consular missions) within a period of 45 days from the date of such.iudgment or award or such longer period granted to GoSL in the judgment or award to meet the same.
10.9 Related Disputes (a) (b) (c) lf more than one arbitration is commenced under this Agreement and any separate agreements related to this contract (Related Agreements) and any Party contends that two or more arbitrations are substantially related and/or involve the same parties and that the issues should be heard in one proceeding, the Arbitral Tribunal appointed in the first-filed of such proceedings shall have the power to determine whether, in the interests of justice and efficiency, the whole or part of the matters at issue should be consolidated before that Arbitral Tribunal upon such terms or conditions as the Arbitral Tribunal thinks flt.
The Related Agreements shall include (but are not limited to) the Project Agreements, this Agreement, and the Water Extraction Licence.

The Parties expressly accept that any Dispute under this Agreement may accordingly be disposed of in the same arbitration proceedings as any other dispute arising under another Related Agreement, even in the presence of parties other than the Parties to this Agreement.
'10.10 Continuing obligations Unless this Agreement is already terminated, the Parties shall continue to comply with their obligations under this Agreement regardless of the nature of the dispute and notwithstanding the referral of the dispute to arbitration pursuant to this Clause 10.
'10.1 1 Service of process With respect to any proceedings for enforcement of an award pursuant to this Clause 10 against assets of either Party brought in the courts of the Republic of Sierra Leone, the Parties agree that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court.
11 Waiver of immunity 11.1 The GoSL unconditionally and irrevocably: (a) (ii) (c) (d) agrees that the execution, delivery and performance by it ofthis Agreement and those agreements included in the Project Agreements to which it is a Party constitute private and commercial acts rather than public or governmenlal acts; agrees thal, should any proceedings be brought against it or its assets other lhan assets protected by the diplomatic and consular privileges in any jurisdiction in relation to this Agreement or any transaction contemplated by this Agreement, no immunity from such proceedings shall be claimed by or on behalf of itself or with respect to its assets (other than Excepted Assets); waives any requirement under the State Proceedings Act, 2000 for a claimant under this Agreement to give prior notice before bringing a claim against GoSL; consents generally in respect of the enforcement of any arbitral award (whether by judgment or otherwise) against it in any such proceedings in any jurisdictlon and to the giving of any relief or the issue of any process in connection with such proceedings I a_ (including the making, enforcement or execution against or in respect of any property other than Excepted Assets whatsoever irrespective of its use or intended use; consents generally to the jurisdiction, wilh respect to itself and any and all of its assets and property that it now has or may hereafrer acquire, of any court of competent jurisdiction for any action filed by ABSL to enforce any arbitral award or decision made pursuant to arbitration conducted in accordance with Clauses 10.2 to '10.7; waives any ob.jection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Clause 11.1 and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum and agrees not to plead or claim the same; agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court, or in the manner specilied in Clause 10.
'10; and waives any and all rights it may have to enforce any judgment or claim against the Excepted Assets in the courts of any jurisdiction.

(e) (0 (s) (h) 11.2 For the avoidance of doubt, any dispute or difierence between the Parties as to whether either Party has complied with this Clause 11 shall be referred to for determination under Clauses 10.2 to 10.7.
12 Change in law lfany Law comes into effect or is amended, modified, repealed, withdrawn or replaced (a Change in Law) which has a material adverse effect on the Tax position ofABSL, its Contractors, Sub-contractors, any Shareholder or Funder in relation to the performance of their obligations under any document relating to the Makeni ProJect, or the funding of the Makeni Project and the cost of or return from so doing (after taking into account any beneflts associated directly and expressly with any such Change in Law), then: (a) GoSL undertakes to grant to the Makeni Project, ABSL, its contractors, sub- contractors, the Shareholders and the Funders any exemption or authorisation necessary or desirable to ensure that such material adverse effect does not occur or is reversed lo put the relevant person in the position they would have been had the Change in Law not happened; and (b) if there is a dispute as to whether the Change in Law has had a material adverse effect, it shall be referred to lhe arbitration procedure set out in clause 10 of this Agreement.
10 d Schedule 1- Shareholders and Funders Part A - Shareholders Swedfund lnternational AB Nederlandse Financierings Maatschappij voor Ontwikkelingslanden NV.
Addax & Oryx Holdings BV Addax Bioenergy SA Mr Vincent Kanu Part B - Funders African Development Bank (AfDB) Oeutsche lnvestitions -und Entwicklungsgesellschafi mbH (DEG) Emerging Africa lnfrastructure Fund Limited (EAIF) ICF Debt Pool LLP Nederlandse Financierings Maatschappij voor Ontwikkelingslanden NV (FMO) lndustrial Development Corporation (lDC) Belgian lnvestment Company for Developing Countries (Blo) 11 a Schedule 2 -Tax agreements, waivers and concessions 1 Expatriates (a) (b) (c) (a) (b) (c) (a) (b) 2 lmport and export of equipment and materials 3.
Withholding tax The directors, Consultants and employees ofABSL, its Contractors, and their respective Sub-contractors (and the children, dependants, spouses and civil partners ofeach of the foregoing) shall be entitled to bring into or import, and to export following or in anticipation ofthe ending of their period of residence or work such personal and household effects (including one vehicle per family) in connection ,,vilh the same and for any of the same to be promptly processed through the porl of entry or exit, including any customs procedures, free of all Taxes (other than any prevailing ECOWAS taxwhich is cunently set at 0.5% ofthe value ofthe applicable goods).
lf any personal or household effect brought into the country by a person free ofTaxes under (a) is subsequently sold within the Republic of Siena Leone by that person, GoSL may then recover from the buyer ofsuch personal or household effect such Tax that would have been payable on import had the provisjons of (a) not applied provided that the seller of such personal or household effect shall notiry the GoSL in writing ofthe identity ofthe buyer and lhe amount or value of the consideration received for the sale of that personal or household effect.
For the avoidance of doubt all other goods which are imported or exported by the directors, Consultants and employees ofABSL, its Contractors, and their respective Sub-contractors (and the children, dependants, spouses and civil partners of each of the foregoing) and which do not fall under (a) shall be subject to such Taxes as are applicable from time to time under the Law of the Republic of Siena Leone and such administrative practises as are adopted by the GoSL for the processing of such goods.
The import of all or any Agricultural lnputs for use in connection with the Makeni Project shall not be subject to any Tax whatsoever GOSL agrees that any plant, machinery or equipment which is not Agricultural lnputs and which is required for use in connection with the Makeni Project is eligible for import free ofany Tax during a continuous five-year period which ABSL shall elect and notify GoSL in writing.
lfany plant, machinery or equipmenl which is not Agricultural lnputs brought into the Republic of Siera Leone free otTaxes under (b) is subsequently sold within the Republic of Siena Leone by ihat person prior to the expiry of the continuous five-year period refened to under (b), GoSL may then recover from the buyer of such plant, machinery or equipment such Tax that would have been payable on import had the provisions of (b) not applied provided that the seller of such plant, machinery or equipment shall notify the GoSL in writjng ofthe identity ofthe buyer and the amount or value of the consideration received for the sale of that plant, machinery or equipment.
Payments of lnterest in connection with the Makeni Project made by ABSL to African Development Bank (AFDB) shall not be laxable at source in the Republic of Sierra Leone.
Payments of lnterest in connection with the Makeni Project made by ABSL to any Funder (other than AFBD) shall not be taxable at source in the Republic of Sierra Leone provided that 20 per cent or more of such Funder (i) is Owned by a foreign Government or Governments (including any governmental, quasi governmental, or other regulatory department, body, instrumentality, agency, or authority of a Govemment or of any suHjvision thereof) and (ii) ^c (c) (d) (e) (0 (s) (h) (i) has as one of its primary objectives as mentioned in its articles of association, relevant national legislation or other goveming document, the provision of development finance in emerging markets (Other Qualifying Lender).
GoSL confirms that, forthe purposes of this paragraph 3(b) of Schedule 2, each of the original Lenders (i.e.

FMO, EAIF, DEG, AIDB, BlO, IDC and ICF Debt Pool) shall be lreated as an Other Qualifying Lender Payments of lnterest made in connection with lhe Makeni Project by ABSL to a person other than AFDB or any Other Oualifying Lender may be taxed at source in the Republic of Siena Leone but the Tax so charged shall not exceed 5 per cent of the gross amount of the Payment of lnterest.
50 per cent of each gross dividend payment (which shall not include any Payment of lnterest) made by ABSL on or before 31 December 2020 shall not be taxable at source in the Republic of Sierra Leone.

The other 50 per cent of each gross dividend payment made by ABSL on or before 31 December 2020 may be taxed at source in lhe Republic of Siena Leone but the Tax so charged shall not exceed '10 per cent of the gross amount of that part ofthe dividend.
Subjecl to compliance with Clause 5 ofthis Agreement, dividend payments (which shall not include any Payment of lnterest) made by ABSL on or after 1 January 2021 may be taxed at source in the Republic of Sierra Leone but the Tax so charged shall not exceed 10 per cent ofthe gross amount of the dividend.
Payments by ABSL of lvlarketing Fees in connection with the Makeni Project not exceeding 5 per cent of ethanol sales (as stated in ABSL's audited income statement)will not be taxable at source in the Republic of Sierra Leone.

To the extent that the Marketing Fees exceed 5 per cent of ethanol sales, they will be treated, for the purposes of this Agreement, as a dividend payment subject to the provisions of paragraphs 3(d) and (e) ofthis Schedule 2.
Any payment of Overhead Allocation in connection with the Makeni Project made by ABSL on or before 31 December 2014 and any payment of Overhead Allocation in connection with the Makeni Project made on or afrer 1 January 2015 and which does not exceed the Overhead Cap will not be subject to tax at source in the Republic ot Sierra Leone, as long as in respect of that payment: i) invoices have been submitted and set out in a schedule of expenses verified by independent auditors; and ii) the audited schedule has been approved by the board of directors ofABSL.
Any payment of Overhead Allocation in connection with the Makeni Project made on or after 1 January 2015 will only be subject to tax at source in the Republic of Sierra Leone at the applicable rate, to the extent such payment exceeds the Overhead Cap.
Payments of rent made by ABSL in connection wlth any lease in respect of land used in connection with the Makeni Project or payments in connection with the Makeni Project made by ABSL for any other right, interest or estate in land shall not be taxable at source in lhe Republic of Sierra Leone.
Other payments made by ABSL in the course of its business in connection with the Makeni Project shall not be taxable at source in the Republic of Sierra Leone under Part XV of the lncome Tax Act, 2000 Withholding tax at source) other than as specifically provided in this Agreement.
Any payments falling within this paragraph 3(i) which are in excess of $20,000 and which are made to any person who is resident for tax purposes in lhe Republic of Sierra Leone shall be notified in writing to the GoSL, such notiflcation identirying the recipient of the relevant payment and the amount ofthat 13 e 4.
Corporate tax (i) (a) (b) (c) (d) (e) (0 (s) (h) payment To the extent that ABSL makes a payment to a person who is resident in a Treaty State where that payment would be subject to tax at source, GoSL shall promptly use its reasonable endeavours to ensure that ABSL can make such payments with no or a reduced rate oftax at sourc€ as provided under the relevant Treaty.
ABSL shall be entitled to an exemption from corporate lax on income from the Makeni Project received or accrued on or before 3'1 December 2022.

ABSL shall not be entitled to carry forward beyond 31 Oec€mber 2022 any losses in connection with the Makeni Project which it realised before that date and, for the avoidance of doubt, ABSL will be entitled to carry forward losses incurred afterlhat date in accordance with the general principles of Tax law of the Republic of Sierra Leone.
To the extent not otheMise contradicted by a provision of this Agreement, any bona fide business payment made by ABSL in connection with the Makeni Projecl shall be deductible for corporate tax purposes.
For the avoidance of doubt, such payments shall include (without limitation): i) Payments ot lnterest (or amounts equivalent to interest) made in connection with the Makeni Project and ii) payments of rent made by ABSL in connection with any lease in respect of land used in connection with the Makeni Project or payments in connection with the Makeni Projecl made by ABSL for any other right, interest or estate in land.
Payments by ABSL of Marketing Fees in connection with the Makeni Project not exceeding 5 per cent of ethanol sales (as stated in ABSL's audited income statement) will be deductible for corporate tax purposes.

Marketing Fees in excess of 5 per cent of ethanol sales will not be deductible for corporate tax purposes.
Any payment of Overhead Allocation in connection with the Makeni Project made by ABSL on or before 31 December 2014 and any payment of Overhead Allocation in connection with the Makeni Project made on or after '1 January 2015 and which does not exceed the Overhead Cap will be deductible for corporate tax purposes, as long as in respect of that payment: i) invoices have been submitted and set out in a schedule of expenses verified by independent auditors; and ii) the audited schedule has been approved by the board of direclors of ABSL.
Any payment of Overhead Allocation in connection with the Makeni Project made on or after 1 January 2015 will not be deductible for corporate tax purposes lo the exlent such payment exceeds the Overhead Cap.

ABSL shall be entitled to claim Tax deductions in respect of depreciation of its capital assets of the Makeni Project on an ac,celerated basis over a period of 20 years from the Date of Commencemenl of Commercial Ope.ations ofthe Makeni Project.
No amount payable or receivable by ABSL, its Affiliated Companies, its Shareholders and the Funders shall be subjed to a transfer pricing adjuslment which is not consistent with the principles set out in Article 9 of the OECD Model Tax Convention and the OECD Transfer Pricing Guidelines as amended from time lo time.
GoSL shall not withhold, reject or unreasonably delay any clearances or consents in respect of Tax applied for by ABSL provided that and to the extent that such clearances or consenls are not inconsistent with this Agreement.

14 L 5 Capital gains 6.


Employee taxation 7 Goods and Services Tar Rcsidence Each ofABSL's Shareholders shall (subject to the provisions of any double tax treaty to which lhat Shareholder may be entitled to the benefit) be subject to tax in the Republic of Sierra Leone on any capital gain realised by that Shareholder in relation to the Makeni Project, including the sale of all or parl of the business or the shares ofABSL.
Forthe avoldance ofdoubt, a transfer ofshares by any person or company (a Seller) of any shares in any company which Owns any shares in ABSL (an lntermediate Company) will not be subject to tax in the Republic of Sierra Leone on any capital gain realised by that Seller by reason of such transfe( provided that neither the Seller nor the lntermediate Company is resident in the Republic of Sierra Leone for tax purposes other than solely by reason of Owning shares in ABSL.
Employees ofABSL, its Contractors and their respective Sub-contractors who are citizens of a country other than the Republic of Sierra Leone shall be subiect to Tax in the Republic of Siena Leone only on their locally received income and shall be taxed on that income at a rate no higher lhan the same rate applied to employees with the same tax status in the Republic of Siena Leone of other local companies or, if lower, the rate applied to employees with the same tax status in the Republic of Sierra Leone of non-citizen or non-resident companies.
For the avoidance ofdoubt, employees ofABSL, its Contractors and their respective Sub-Contractors who are citjzens of a country other than the Republic of Siena Leone and payments to such persons shall not be subject to NASSIT.
I (a) Where ABSL is the recipient of a taxable supply for Goods and Services Tax purposes under the Laws of the Republic of Sierra Leone in connection with the Makeni Project, the supplier making that supply must treat that supply as if it were a zero-rated supply for Goods and Services Tax purposes and all consequences will follow for the supplier and ABSL as if it were such a zero-rated supply.
Any taxable import made by ABSL ln connection rvith the Makeni Pro.ject will be treated as if it were a zero-rated import for Goods and Services Tax purposes.

Any taxable supply which ABSL is treated as making by virtue of being a recipient of a supply of imported services in connection with the Makeni Project shall be treated as it it were a zero-rated supply for Goods and Services Tax purposes.
ln this paragraph 7, the expressions "input tax", "taxable import", "taxable supply" and "zero-rated" shall have the same meaning as they do in the Goods and Services Tax Act, 2009.

(b) Notwithstanding paragraph 7(a) above, if and to the extent that ABSL incurs any amount of input tax imposed under lhe Laws of Siera Leone in connection with the Makeni Project, the Competent Authority shall, on ,qBSL's request, promptly refund ABSL in full lor all such amounts.
I (c) The Competent Authority shall pay any input tax refund due to to ABSL under paragraph 7(b) within two months of ABSL requesting the refund.

lf the Competent Authority does not pay the input tax refund wjthin lhat two-month time limit, any amount of unpaid input tax refund shall immediately and to the fullest extent possible be set-off against any other Tax which is due and payable by ABSL in the Republic of Sierra Leone.
None ofthe Funders, ABSL's Affiliated Companies nor any company doing business with ABSL shall be, or be deemed to be, resident, domiciled, carrying on business (whether through a permanent establishment or otherwise) or otherwise subject to taxation in Sierra Leone solely in respect of the execution, delivery, performance or enforcement of the Project Documents or the Funding Documents or in respecl ofthe carrying out of any part ofthe Makeni Project (and, for lhe avoidance of doubt, Contractors and Sub.contractors who would nol otherwise be subject to taxation in Sierra Leone shall not be subject to taxation in Siene Leone as a consequence of work which they cany on in connection with 15 4 ,a 3 9t (lcalord luarcn aql Schedule 3 - Representations and Warranties: GoSL GoSL represents, warrants and undertakes that: it has full power and authority to execute, deliver and perform its obligations under this Agreement and all necessary action has been or shall be taken by it to authorise the execution, delivery and performance of the same; il shall take such action as required to ensure that its Ministries and Departments and the Competent Authorities comply with the Agreement; it shall facilitate discussions with the relevant Iocal authorities in relation to the imposition of local authority taxes and other local authority laws; it shall not subject ABSL, the Shareholders or the Funders to any Tax or requirements in respect of Tax which are more burdensome lhan lhose lo rvhich an equivalent national of the Republic of Sierra Leone would be subject in the same circumstances; this Agreement constitutes or shall constitute its legal, valid and binding obligations enforceable in accordance with its terms; the execution and delivery of, and performance of its obligations under this Agreement shall be binding on any and all Competent Authorities, GoSL and any suFdivision thereof and any other ministry or governmental, quasi governmental, or other regulatory department, body, instrumentality, agency, or authority of the Republic of Siena Leone or of any sub-division thereof having jurisdiction over or in relation to this Agreement, any party or any asset or transaclion referred to or contemplated by this Agreement, the Project Documents or the Funding Documents; and the execution, delivery and performance of this Agreement do not and shall not constitute a default under any Law or any agreement or other instrument to which it is a party or which is binding on it.
17 L Schedule z[- Representations and Warranties: ABSL ABSL represents and warrants that: 1 it is duly organised and existing and in good standing under the Laws of the Republic of Sierra Leone and has the right, power and authority to enter into this Agreement as is necessary to enable it to perform its obligations under this Agreement; and the execution, delivery and performance of this Agreement by ABSL has been duly authorised 2 by all necessary corporate action of ABSL and this Agreement constitutes the valid binding and enforceable obligation of ABSL.
18 e C. lN WITNESS whereof the Parties have entered into this Agreement on the date first above written.

Signed by duly authorised for and on behalf of The Government of Sierra Leone The Ministry of Finance and Economic Development The Ministry of Trade and lndustry Signed by duly authorised for and on behalf of Addax Bio_gnergy (SL) Limited Signed by duly authorised for and on behalf of Addax Bioenergy (SL) Limited <r^-'L€r'+ J CL\r{rL<1.
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