Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698081836058.pdf (Sierra Leone)
Fax: (232-22) 222 767 Email: RAR sbl Ministry of Finance Treasury Building George Street Freetown Sierra Leone GOVERNMENT OF SIERRA LEONE MEMORANDUM From: The Financial Secretary, Ministry of Finance To: The Permanent Secretary, Ministry of Trade and Industry @-, Copy: The Hon.

Minister of Finance The Hon.

Minister of Trade and Industry The Hon.

Deputy Minister of Finance I The Hon.

Deputy Minister of Finance II The Hon.


Deputy Minister of Trade and Industry The Commissioner General- National Revenue Authority.,i, . '
.-,-:_ Date: 14ff December 2020 F\ i^'-lg#-=', F AEEJ AGREEMENT BETWEEN TIIE GOVERNMENT OF SIERRA LEONE AND MACCEM TNDUSTRTES (SL) LTD '_ We refer to the above subj ect and to inform you that we have perused the Draft Agreement between the Govemment of Sierra Leone and MACCEM Industries (SL) Limited, noting especially your request for this Ministry's concurrence on the fiscal provisions in the said Agreement.
We are pleased to inform you that we have aligned the tax provisions in the Agreement in accordance with existing laws, a process agreed with the Hon.

Minister of Trade and Industry to expedite the review of agreements and issuance of concrmences.

Thus, we wish to advise you to proceed with the signiig.

Ef the finalised Agreement attached herewith and forward same for the signature of the Hon.

Minister of Finance.

It is only after the signature of the Hon.


Minister of Finance that this Ministry's concurrence will be issued for submission to Cabinet.

.t.
c, Please accept the assurances ofour continued support lnd collaboration on national development matters Matthew Dingie F or: Financial Secretary \/ $ AGREEMEl\T BETWEEN GOVERNMENT OF SIERRA LEONE, AND MACCEM INDUSTRIES (SL) LTD ,: E, ,\/ DECEMBER *ozo THIS AGREEMENT is made on the Lord Two Thousand and Twenty (2020) day ol December, in the Year of Our BETWIiI'N The Government of the Republic of Sicrra Lcone represented by each of the Ministries of Finance and that of Tradc anrl lndustry (hereinafter referred to as "the GOSL").
ANt) MACCEM INDUSTRIES (SL) Limited, a T.imited Liability Company established and registered under the Companies Act No.5 of 2009, and other Laws of Sierra Leone with Company Certificate of Incorporation Number SL260219MACCE05078 and registered office at 3J Bai Bureh Road, Kissy, Freetown, Sierra.Leone (hereinafter referred to as "the Company").
And Whereas, the Company was established n 2019 as a cement manufacturing industry, mainly to produce quality Portland Cement of 42.5R grade in packages of 5 Okg and 25kg, aiming at a market penetration price that will ensure product affordabil ity and avai labi I ity.
And Whereas, with an investment capital in excess of.Ten Million United States Dollars (US$10,000,000), the Company is desirous and(ras committed to establish within a period of 24 months, a cement manufacturiag facility in Sierra Leone in two phases.
The first phase (Phase 1) involves the establishment of a "loose-bulk" facility processing plant with a capacity of 200,000 metric tones per annum, while the second (Phase 2) will involve the setting up 6f a primary cement processing (grinding) plant in the Westem Area, which wi{ have an installed production capacily of 250,000 metric tons of cement per annd61.
& And Whereas, Phase 1 will commence with the importation of raw materials, for which the Company intends to initially import an estimated 300,000 metric tons of cement in large jumbo bags of 2,000kg, to be subsequently repackage'd into 50kg, while the grinding plant is being completed.
This is to leverage on 'incentives MACCEM INDIUSTRIES AGREEMENT 2O2O 1 provided under the Investment-friendly Tax Policy Framework for manufacturing, providing for exemption of import duty for plant, machinery and equipment, and concessionary import duty rates for inputs - whether semi-processed or finished products) used in production.
And Whereas, the GoSL is seeking to promote private sector investment, business growth and development in the Country, especially in the manufacturing, for which an expansion of local cement production of 42.5R grade in packages of 50kg and 25kg will ensure product affordability and availability and other socio-economic benefits.
And Whereas, the GoSL agrees that the Company investment disposition meets its irrivate sector Cer.elopment policl'objectives ar:d recognizes the tirneliness to grant investment incentives and protect MACCEM INDUSTRIES (SL) Limited from any unfair competition, given the expected benefits it will bring in investment; job creation; employees training; knowledge and technology transfer; stable employment inc'6me; improved exports and foreign exchange earnings, and others.
And Whereas, both parties are desirous and seek to establish a legal basis for the promotion and establistr-ment of a state-of-the-art processing plant to produce 42.5R grade in packages of 50kg and 25k9, thereby making it available and affordable, and increasing employment opportunities, export eamings and tax revenues for the Govemment.
NOW THEREFOR.E, the GOSL and MACCEM hereby agree as follows: tt Industries (SL) Limited 'v MACCEM INDIUSTRIES AGREEMENT 2O2O 2 ARTICLE I INTERPREl'A'I'ION The following bolded terms wherever used in this Agreement shall have the respective meanings and interpretations set forth below: "Agreemenf'- This Investment Concession Agreement with GoSL and MACCEM Industries (SL) Limited and any further amendments made pursuant to its terms as well as all of its appendices.
"Applicable Laws" - means the Laws of the Republic of Sierra Leone, and all orders, rules, regulations, executive orders, decrees, policies, judicial decisions, notifications, or other similar directives made pursuant thereto, or other similar directives as may be amended from time to time.
"Authorizations" - any or all licenses, permits, visas, consents, approvals, waivers, notifications, applications, orders, grants, confirmations, clearances and all extensions required to permit the transactions contemplated by this Agreement, including the instructions required by Law from Government, any relevant third parties and officials of Govemment.

"Business Day" - Any day other than weekends or an offrcial public holiday.
"Change of Control" - Any assignment, sale, or trang& of interest of any type as a result of which the person that holds a majority ef the economic interest in the Company as of the Effective Date, ceases to hold a maj ority of the economic interest in the Company.
"Commercial Production" -Is the period when the Company began grinding raw materials, especially limestone and clay, domestic{pp to a fine powder, called raw meal, heating it to a sintering temperature as high $ 1450 'C in a cement kiln to obtain the clinker, which (or imported clinker) is ground to a fine powder in a cement mill, mixed with gypsum to create cement and supplied to the public on sales.
MACCEM INDIUSTRIES AGREEMENT 2O2O 3 "Contractors" - Atty person or organization that contracts directly or indirectly with the company for the supply of goods or services directly related to the company's operations.

"Effective Date" - The date on which this Agreement is signed by all Parties upon ratification by the Sierra Leone House of Parliament.
"Employee" - An employee, whether long-term or short-term of the company in Sierra Leone "Encumbrances" - Any pledges, liens, charges, assignments, assessments, security interests, title retention, mortgages, restrictions, titie defects, rights of ways, options or adverse claims from any person or organization claiming any rights to the lands assigned by the Government of Sierra Leone for the development of the factory.
"Environment Protection Agency (EPA)" - the Govemment agency tasked with the responsibility to provide for the effective protection of the environment and for other related matters.

"Extension of Term" - means to add to the length of time specified in this Agreement in order to continue with its existing terms, or any modifications of such terms.
,J.g "Force Majeure"- are unforeseeable events, circumstances or causes beyond the reasonable control of either party to this Agreement with sustained disruption of the operations and performance of the Company.

"Lime"- It is the main constituent for manufacturing of cement which imparts cementing properry to cement.

An excess quantifi 9f lime causes expansion and d".t"use in strength and the disintegration of cement.

Deficiency in lime cement set quickly.


if it is in right proportion, it makes the cement sound and strong.

"ur.S MACCEM INDIUSTRIES AGREEMENT 2O2O 4 "lnvestment" - means any annuity, trusl, or custodial account holding regulated investment company stock or assets, established in accordance with the laws of Sierra Leone, in which the assets are held lol investment purposes.
"Investment PIan" - The Plan, herein included as Appendix - to this Agreement, which provides details of the factory constrlrction, machinery installation, staffing and production targets ofthe company.
"Parties" - GOSL and MACCEM (the Company) "Production" - Any or all of the following, when carried out by or on behalf of the company: processing, distributing, marketing and selling of CEMENT and its derivatives; and al1 othel operations oi tirc cornpany iirciCental to, aiising fl'om or directly related to the design, installation, operation and maintenance of factory infrastructure.
"Subcontractor" - Any person or organization contracted directly or indirectly by a contractor ofthe company to cause to provide some portion ofthe suppiy ofgoods or services directly related to the company's operations.

"Taxes and Duties" - references to "tax" and "dut1r" includes all present and future taxes, charges, import duties, levies, excise or withholdings of any kind whatsoever or any other imposition by GoSL, having the effect of a tax.
The Company - MACCEM providing services pursuant to this Contract Agreement including its successors and assigns and where the context so permits any company or person sub-contracted by the Company to provide the services.

,J-g "Work PIan" - The defined activities and indicative timelines (hereinafter referred to as the "WORK PLAN") as attached in Annex \fpr achieving the Construction and installation Production and distribution process$ in accordance with the terms of this Agreement.
MACCEM INDIUSIRIES AGREEMENT 2O2O 5 ARTICI,Ii 2 PARTIES TO TI{Ii A(;IiEEMENT 2 Pa rties The parties to this Agreement shall be the Coverrrnrent of Sierra Leone (GOSL) and MACCEM lndustries (SL) Limited.

ARTICI-Ii 3 TERM OF AGRIEMENT 3.1 Term The term of this Agreement shall begin as of the Effective Date, and shall remain in effect for a period of ten years, unless sooner terminated as hereinafter provided.
Thereatter, this Agleement shaii conrinuc in cl'i'eci with respect to renewai plovided for under Article 3.2, and shall be subject to the termination provisions and all other terms and conditions hereof; 3.2 Extension of Term Six months prior to the expiration of this Agreement, unless earlier terminated, the Company may apply to the GoSL for an extension of this Agreement for such additional period and on such terms and conditions as they may agree.
Where the term of this Agreement is not extended pursuant to this Article, the company shall continue its commercial production at targeted levels for remaining term period.

,''.,.€i Notwithstanding any extension that may be agreed upon by both parties to the Term of this Agreement, this Agreement is, and will always be interpreted as, a fixed term agreement and not an indefinite term agreement.
\/.at e MACCEM INDIUSTRIES AGREEMENT 2O2O 6 ARTICLIi 4 GRANTING OF CONCE SSIONS AND RIGHTS 4.1.1 No Unhealthy Competition and Protcction from Foreign Competition To support the "Made in Sierra Leone" Corrcept in line with the Local Content Policy, Govemment shall apply all reasonable cndeavours to provide the conducive environment to support the Company's efforts, especially protection from unhealthy competitions with foreign dumped products through some measures that include tariffprotection.
4.1.2 Production Rights The GoSL hereby grants the company the right, in accordance with all applicable Laws of Siena Leone, to engage in: i. local production of cement; ii.

the packaging of cement; iii.

the wholesale distribution of cement (only) in the domestic market and, where necessary, to export to other countries.

4.1.3 Tariff Protection Govemment shall implement a tariff regime conducive to provide comparative advantage to the Company from foreigrr products dumped locally.
ARTICLE 5 THE COMPANY'S OBLIGA:TBNS 5.1 MACCEM shall exclusively undertake and own as property, the project to construct, develop and establish the infrastructure and install and operate a facility for cement production, packaging and distribution.

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5.2 MACCEM shall undertake to comply with fugvisions of all laws, especially Labour and Social Security Laws for the recruitmen&nd empioyment of staff.
The Company is also committed to employ a greater proportion of Sierra Leonean staff for jobs not requiring high level technical expertise, whilst providing the requisite on-the job training of personnel.

MACCEM INDIUSTRIES AGREEMENT 2O2O 1 5.3 MACCEM shall deveiop a policy and set up a system to protect workers against occupational hazards, accidents at work and other health risks in consonance with applicable laws.
5.4 The Company shall undertake to comply with the provisions of the Labour, Social Security and Local Content Regulations in recruitment and employment of staff.

5.5 MACCEM shall undertake to have an Insurance Policy to cover Management and Staff treatments for occupational hazards and accidents.

5.6 MACCEM shall undertake to import a modern and state-of-the-art machines, equipment and assembly production lines for industrial operations, and remain obligated to GOSL under the Terms of this Agreement.
5.7 MACCEM shali fully comply to undertake and complete all Environmental Assessments and other related obligations required by the GoSL.

5.8 MACCEM shall be entirely committed to its investment bonds, and funding of its projects, with its own capital using bank loans where necessary.

5.9 MACCEM shall ensure conformity to hygiene Tri$safety regulations whether subcontracted or with designated Agents working on,site.

ARTICLE 6 TAXES TO THE COMPAI.


{Y 6.1 GoSL agrees that the following tu* t ll apply to and in respect of MACCEM INDUSTRIES provided that they shall only apply and remain to be the direct benefit of the Company, and not its related or other companies, Contractors and Subcontractors, unless the goods or consignments on which such tax treatments shall apply are consigned in the name of the Company for use exclusively for its manufacturing purpose.
o".rtfut ""t " MACCEM INDIUSTRIES AGREEMENT 2O2O 8 h.) Personal Income Tax for Local Employees All local employees of the Company are subject to Pay-As-You-Eam (PAYE) Tax consistent with Part I of the First Schedule of the Income Tax Act 2000 (aS amended).
6.3 Personal Income Tarfor Foreign Employees Income eamed from a source in Sierra Leone by foreign nationals shall be subject to the requirements for residency provided for in Sections 10-13 of the Income Tax Act 2000 (as amended), for which the tax shall be at the rate of 25Yo (Part II of the Second Schedule of the Income Tax Act 2000), provided the foreign national is in employment for a period of 183 days or less, but in cases where the employment exceed 183 days, the normal PAYE schedule will be applied in computing the Personai Income Tax liability, consistent with Sections 1i6 to 123 of the Income Tax Act, 2000 (as amended).
6.4 Corporatign Tax Pursuant to Section 48 of Finance Act, 2013, the Company shall be entitled to a corporate tax relief for a period of 5 (five) years, starting upon ratif,rcation of this Agreement by Parliament.
Loss incurred by the Company in a given year shall be offset and carried forward for adjustment against any future income for a period not exceeding Ten (10) years 6.5 ll/ithholding Taxes on Paymcnts to Conlractors The Company shall withhold taxes from paymentpi@ its suppliers and other contractors according to the provisions in the existing Laws.

6.6 Goods and Services Tax The company shall be subject to Goods and Services Tax exemptions in accordance with the Goods and Services Tax Act 2009.
\*l 6.7 Withholding Taxes on Dividend Payments $ The Company shall withhold tax on dividends to shareholders in accordance with the Income Tax Act 2000.

MACCEM INDIUSTRIES AGREEMENT 2O2O o h.8 l{ithholding Taxes on f nterest Payments l he Company shall withhold tax on interest payments to lenders in accordance with the lncome Tax Act 2000.
6.9 Capital Allowance The Company shall be entitled to capital allowance deduction at a rate of forty percent (40%), *tenty percent Q0%), Wenty percent (20%) and twenty percent (20Yo) for the first, second, third and fourth years respectiveiy on all plant, machinery and equipment.

6.10 Other Allowable Deductions The Company shall claim deduction aeainst chargeable income in an amount equivalent of the following percentage expenditure: a.
Actual expenses incurred in respect of environmental and social impact mitigation and /or environmental protection and restoration - 100 percent.

b.

Cost of educating and/or training citizens of Sierra Leone and who are fulI time employees of the Company and part time employees of the Company but bonded to the Company on completion of such training and/or education.
Education or Training shall not include primary or secondary school education and shall be relevant to employment of the trainee concerned and include on the job training and shall include l00Yo of the wages of an employee serving an apprenticeship course approved by the Goverqqg:nt - 100 percent.
c. Any expenses incurred on research and development by the Company up to the extent of profits of the same year the expenditure is made but any unclaimed amount shall not be available for future deductions - 100 percent.

d. Aay expenses incurred on training of local staff in an approved training programme, by the Company up to the extent\f profits of the same year the expenditure is made, but any unclaimed urno.,,ffthull not be available for furure deductions - 100 percent.
e. Any expenses on social services, such as building of schools and [ospitals and any investment that is outside the scope of the original investment and which MACCEM INDIUSTRIES AGREEMENT 2O2O 10 would be aiso available to the general public for use free of charge, up to the extent of profits for the purposes of the Income Tax Act, 2000. f. 200% of the actual cost of the remuneration payable to any physically or mentally disabled employees, up to the extent of the profits of the year in which the expenditure is made, but any unclaimed amount shall not be available for future deductions - 200 percent.
Taxes on Imports of Raw Materials The Company shall pay import duty and other taxes on CIF value for bulk cement, klinker or semi-finished product properly labelled for use as input into production and packaging, respectively as follows: .

Customs Duty (klinker/semi-flnished product) 5.0% o Customs Duty (bulk cement) 10.0% r Goods and Service Tax 15.0% .

Withholding Tax 5.5Yo .


ECOWAS Levy 05% Import Duty on plant, mdchinery and equipment The Company shall, for a period of five (5) years commencing the effective date of this Agreement, be exempt from import duty for plants machinery and equipment for setting up and operationlising the factory.
Importation of Paickaging Material Importation of production inputs and packaging materi'illi=shall attract import duty at the concessional rate provided for manufacturing, 'but shall pay other applicable taxes, including the ECOWAS levy on these materials.

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* Non-stabilisation The Company shall, from time to time pay all Agreement.
qthq }i/ a r taxes not covered by this Pension and Social Securifit Contributions All local employees of the Company shall be subject a pension contribution in accordance with the National Social Security and Insurance Trust Act, 2b01.

MACCEM INDIUSTRIES AGREEMENT 2O2O 11 ARTICLE 7 CONDUCT OF OPERATIONS 7.
I llroduction Activities Subject to the Terms of this Agreement and applicable Laws of Sierra Leone, the C)ompany shall engage in the purchase of raw materials for cement and semi- finished products and operate its business in accordance with established production standards prudent business practice.

The Company shall engage in the production, packaging, distribution and wholesale of cement domestically, and shall export to other countries where domestic needs have been met.
7 .2 Performance of Initial Investment Obligations Within 6 months of the Effective Date, the Company shall to invest in fulI industrial manufacturing plant that has the capacity to produce the range of products listed in this Agreement, and in the respective targeted voiumes.

For clarity purpose, the factory is expected to process up to 200,000 tons of cement per business day.
7.3 If within 12-18 months from the Effective Date, the Company fails to use reasonable efforts to have a full frrnctional manufacturing plant operating in the country, the Company shall notifr the GOSL why it failed to meet such performance obligations.

If within 24-30 months the Company fails to achieve, a'gnmercial production levels of output, the Government may by notice in writing to the Company, inform the Company of its intention to terminate this Agreement.
To the extent that there is sufficient and effective demand for the cement manufactured by the company in Sierra Leone,Enl|e company shall sell to the domestic market all or the amount of cement requir$ from its production.

Where it is determined that the production capacity of the factory exceeds volumes required by the domestic market, the company may export an amount not more than its excess output to other countries.
MACCEM INDIUSTRIES AGREEMENT 2O2O 12 7.5 Nrrrwithstanding Clause 7.4 the Company shall be restricted to limit the export ol its products to not more than 40 percent of its total production in any given pcriod.
7.6 Purchase of Raw Materials The Company may establish an Agreement to have the non-exclusive right at all times to purchase without limitation, semi processed products as raw materials or even granite from Sierra Leonean as suppliers, in line with the Local Content Policy Act of 2016 and other applicable laws.

ARTICLE 8 ENIPLOYMENT AND TRAINTNG 8.1 Employment The Company's employment practices shall conform to the existing Laws of the country.
In no Qase shall the Company knowingly, after reasonabie enquiry, hire non-Sierra Leoneans for unskilled positions, unless subject to Section 50 of Finance Act,202l.

8.2 The Company shall, for the employment at all levels in financial, accounting, technical, administrative, supervisory and senior management positions and other skilled positions, give preference to qualified Sierra Leoneans who meet the minimum requirements and expectations of the company.

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'.€ 8.3 Where the company is unable to hire a Sierra Leonean to fill any position within a reasonable time, the Company shall provide to the GoSL proof that it exhausted all possible options and was unable to attract qualified Sierra Leoneans who meet the minimum requirements and expectations of the company.

8.4 The Company is required to meet all of the r\i4imum criteria detaited in the Companies Act,2009 and follow the process and pro$dures outlined therein.
8.5 The Company is fully responsible for following and demonstrating, through documented procedures that they have complied with the requirement detailed in the MACCEM INDIUSTRIES AGREEMENT 2O2O 13 { guidelines.

In the case of sub-leasing or the sale of one investment to another, responsibility for compliance is transferred to the sub lease/new owner(s).
8.6 The Company must submit on an arurual basis its audited balance sheet and income statement, prepared in accordance with Intemational Financial Reporting Standards, as well as any required national standards, to the relevant stakeholders including the Ministry of Trade.

8.7 The Company shall develop a Corporate Social Responsibility (CSR) plan based on an assessment of community needs in consultation with EPA.
8.8 The Company shall provide feasible timeframes for implementation of its agreed upon CSR responsibiiities, which will be agreed upon by all stakehoiders.

8,9 The Company shall submit semiannual progress reports on its project, based on a predetermined monitoring plan; GoSL representatives will conduct periodic and on the spot monitoring visits, as and when necessary 8.10.
The Company shall support the growth of Small and Medium Enterprises through targeted procurement, promote employment of Sierra Leoneans at all levels in managements.

8.12 The Company shall develop the human and institutional capacity of Sierra Leoneans through training and transfer ofknowledge g{&technology.

8.13 The Company shall adhere to the Environmental Protection Agency Act 2008 (and amended), and other environmental regulations developed by GoSL and in line with Intemational best practices.
8.2 .1 Training For the purpose of 7.1 above, in addition to providin$ on-the-job training, vocational training and other measures necessary and reasonable to achieve its employment objectives, the Company shall use reasonabie efforts and resources to provide training for it Sierra Leonean employees with a view to qualifring.

them for the \k/ MACCEM INDIUSTRIES AGREEMENT 2O2O t4 positions described above and as required by the Company's operations under this Agreement.
ARTICLE 9 PERMITS 9.1 Permits Issuance The GoSL shall endeavour to process and issue to MACCEM INDUSTRIES any and all permits, licenses, and other proper authorization or permission-related documents and the company shall, at its sole expense, be responsible for obtaining and maintaining during the term of this Agreement, any and all permits, licenses, and other proper authorization or permission-related documents required for the performance of this project.
GoSL undertakes that, should MACCEM INDUSTRIES, (or any other person taking part or p,articipating in the project), at any time, be required to obtain any further permit or other authorization or permission-related document in connection with itself, its activities or the project (or any part of the project), it shall take all necessary steps to ensure such permit or authorization is issued forthwith provided that the Company or, as the case may be, such other person complies with all requirements of the Laws of Sierra Leone in relation to such permits or authorizations.
9.2 Revocation of Permits The GoSL agrees that any permit or other authorization issued to the Company for the project shall not be amended, changed, cancelled, terminated or revoked, unless it is in accordance with the Laws and Regulations governing its issuance ,.'1.
'F: 9.3 Breach of permits If MACCEM INDUSTRIES, or other person(s) to\ry]rom it was issued fail to abide by any terms of any permits or authorization, Go$ (or any relevant official or public authority) may exercise any power pursuant to the Laws of Sierra Leone in respect of such failure.
However, GoSL agrees it will not (and will procure that no ofiicial or public authority will) exercise any such power unless the C.ompany and such other person(s) shall specifr for this purpose have first been given minimum MACCEM INDIUSTRIES AGREEMENT 2O2O 15 , statutory period of notice (the Notice) of such fhilure and given the opportunity, and failed within a reasonable period of time after receipt of such notice, to rectiflr, remedy or cure such failure unless, in the opinion ofGoSL acting reasonably, ther€ is a significant risk to life or the environment.
If there is a significant risk to life or the environment, GoSL shall be entitled to suspend the relevant permit or authorization for the minimum period of time which could be anticipated as being reasonably necessary for an organization which is competent, experienced and efficient to prevent such risk occurring.

For the purpose of this paragraph, 'reasonable period' means at a minimum period as contained in a statutory instrument of notice from date to delivery of the notice.
ARTICLE IO FORCE MAJEUR 10.1 Subject to.Clause 9.2,parties to this Agreement shall not be in breach of the Agreement, nor liable for delay in performing or failure to perform any of its obligations under this Agreement, if such delay or failure as a result of a Force Majeur 10.2 Force Maj eur are unforeseeable events, circumstances or causes beyond the reasonable control of either party to this Agreement with sustained disruption of the operations and performance of the Company.
10.3 A force majeure event shall include but not be limited to any event as listed below: ,,r.*, I0.3.lNatural Force Maieure evenl r. i Fire, explosion, lightning, earthquake, landslide, storms, severe weather conditions, volcanic eruption, meteoritesfuother natural disasters or acts ofGod; ii Epidemic plague or quarantine; iii Serious accident, breakage of facilities, piant or equipment, structural g collapse or chemical contamination; .
MACCEM INDIUSTRIES AGREEMENT 2O2O 76 -=- -: 1 0.3.2 Political Force Majeure event i. war initiated by GOSL or otherwise affecting Sierra Leone, ii.
politically motivated violence, sabotage, terrorism, strikes and industrial reiations issues (other than those restricted to employees of the Company), 10.4 If an event is declared a Force Majeure, the term of the Agreement shall be extended by a period equivalent to the period during the Force Majeure, provided that such period continues for four (4) consecutive months, the company may terminate this Agreement by giving ninety (90) days written notice to the Government.
10.5 The Company shall not be entitled to rely on Clause 9.1.1 unless it promptly notifies the GOSL in writing of the nature and extent of the Force Vlajeure event 10.6 Could not have avoided the effect ofthe relevant event by taking precautions which, having .regard to all the matters known to it before the event, it ought reasonably to have taken, but did not take; and 10.7 Has used its best efforts to mitigate the effect of the event, to carry out its obligations under this agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
ARTTCLE 11 EN\'IRONMENTAL HEALTH AND SOCIAL ASSESSMENT 11.1 The Environmental License for the project will be granted to MACCEM INDUSTRIES subject to conditions only which are typical for an Environmental License, no later than the statutory period after the application is lodged unless: '.e a it is withheld for one or more lawful reasons\9i.f, are objectively reasonable for withholding such Environmental License$nder the relevant laws of the Republic of Sierra Leone, or b. MACCEM INDUSTRIES environmental management plan (including the ESHIA) is not being implemented to a material extent.
MACCEM INDIUSTRIES AGREEMENT 2O2O , 1,7 ARTICLE IT EXCHANGE CONTROL All inflows and outflows of foreign exchange shall be done through the banking system h compliance with the exchange control act, 1965 and the Anti-Money Laundering/Countering Financing of Terrorism Act, 2012 (AMT/CFT).
ARTICLE 13 EXPORT REVENUE All revenue derived from export must first be channelled through Sierra Leone Banking before they are repatriated to any other bank of the investors choice this is just a way to improve the country's balance of payment position.

ARTICLE 14 ELECTRICITY WATER AND OTHER UTILITIES WATER RIGHTS AGREEMENT GoSL agrees to enter irrto a water rights agreement MACCEM INDUSTRIES and shall be charged at a fixed rate per cubic meter of water extracted from rivers and other water courses.
The rate will be determined by the competent authority in accordance with prevailing rates for the year under review.

The stipulated price of water shall be adjusted in line with inflation and/or other considerations every (state year).

e r Electricity rights agreement .

Electricity to be supplied by F,lectricity Distribution and Supply Authority at favorable rates for the duration of the Project .

No restriction on the amount of electritity to be consumed by the Company.
availability of power that where power is generate\9y the Company on its various sites and locations in Sierra Leone as a result of th$non-or proper power from the Electricity Distribution and Supply Authority the use of private and stand-alone generators of the Company shall be subject to monitoring, licensing or shut down requirements of the Electricity Distribution and Supply Authority upon due notice being given , MACCEM INDIUSTRIES AGREEMENT 2O2O 18 ARTICLE T5 CHANGE IN LAW If any law applied in Sierra Leone comes into effect or is amended, modified, repealed, withdrawn or replaced (a Change in Law) which has a material adverse effect on the ability of MACCEM INDUSTzuES its contractors, sub-contractors, any shareholder or funder to perform their respective obligations under any document relevant to the development, operation or funding of the Project or the cost of or retum from so doing after taking into account the effects associated directly and expressly with any such Change in Law, then GoSL undertakes to grant to the Project, MACCEM INDUSTRIES its contractors, sub-contractors, the shareholders and the funders any exemption or license or other authorization necessary or desirable to ensure that such interest, rights, obligations and economic relum are not materiaily aciversely aftbcted.
ilthere is a dispute between the Parties in relation to whether the Change in Law has the effect described above, it shall be referred to the arbitration procedure as agreed and set out in the Agreement or PPA, once the agreement is in fuIl force and force and prior to the date as set out in this Agreement.
ARTICLE 16 NATIONALIZATION OR EXPROPRTATION 16.1 The GoSL agrees that it will not, nor attempt to, nationalize, expropriate or confiscate all or any part of the assets or rights of MACCEM INDUSTRIES, its sub-contractors or their respective contractors o.

*y,'6'er".

parly to the documents relevant to the development, operation and funding of the project or the share capital of the Company.
other than on the basis of full compensation (including loss of profit) to the affected parties, includhg an amount not iess than that required to repay all principal, interest, fees, costs and exper{ses, amounts outstanding to the funders under or pursuant to the funding documents.

\, 16.2 EachParty confrms that it does not intend arS wil not engage in any illegal activity and MACCEM INDUSTRIES agrees to take reasonable steps that its shareholders affiliates and its expatriate employees also do not do so.
MACCEM INDIUSTRIES AGREEMENT 2O2O 19 Being a strategic project in Sierra Leone, MACCEM INDUSTRIES agrees that it will comply with ali national standards; environmental protection and health and safety as required for the type of activities carried out under these Projects.
ARTICLE 17 EXPATRIATES The GoSL immediate entitled to: agrees that Directors, Officers, Consultants and Employees (including families) of the Company and its contractors and sub-contractors shall be o o o o o o Enter, leave, and reside in Sierra Leone for the purposes ofthe Project Work in Sierra Leone (except immediate families who are not employed by the Company).
Opt out of NASSIT pension contribution if expatriate has already alternative pension arrangements Be exempt from all local taxes to include personal income tax and residence tax for as long as expatriate works in the Project Bring in or import and to export following or in anticipation of the termination ofresidence or work, such personal and household effects Sell within Sierra Leone any such household goods or effects brought in or imported to Sierra Leone, subject to applicable sales duties/taxes GOSL warrants that all relevant officials or public authorities shall deliver without delay all documents, permits..and licenses to effect above agreements.
,.

'.€ ARTICLE 18 EXC HANGE CONTROL AND II.
{YESTMENT PROMOTION ACT 18.1 The GOSL agrees to procure that the Central Bank shall agree at all times (whether by reason of such actions being complifoti with the Exchange Control Regulations or otherwise) that the Company, its shar$olders, its financiers, funders to any document relevant to the development, operation and funding of the Project shall be entitled to MACCEM INDIUSTRIES AGREEMENT 2O2O 20 o Receive and make payment in accordance with the reievant document, including outside of Sierra Leone in foreign currency.
o Convert Leones to foreign currency and remit foreign crlrency outside of Sierra Leone o Maintain Leones and foreigrr currency bank accounts inside and outside of Sierra Leone, deposit, retain and deal with Leones and foreign currency utilizing such bank accounts c Repatriate earnings and proceeds ofsales ofassets o Allow expatriate to repatriate eamings o Convert or transfer funds associated with investments, including remittances of investment capital, earnings, loan repayments and lease payments o GoSL in accorciance with applicabie Iaw warrants that the Central Bank shall make it available to the Company such amounts of foreign currency as are necessary for development, operation, maintenance and funding of the P.roject at the official exchange rate.
18.2 GOSL in accordance with applicable law warrants that all relevant officials or public authorities shall deliver, without delay, all documents, permits and licenses required to effect to the above.

ARTICLE 19 LAND AND LAND LEASE AGREEMENT The GoSL guarantees to facilitate provide the Company with the area of land needed for the Project extension when the need arises.

GOSL,iitLll facilitate the lease of the land identified demarcated and approved for use by the Company at the cost ofthe Company.
ARTICLE 20 ..

CONFIDENTIALITY These discussions and all matters regarding the CfupanV's potential Project to be kept confidential.

GoSL to agree that any dispute$regarding the Project will be arbitrated first under the laws of Sierra Leone and under the rules of the International Center for Settlement of Investment Disputes if dissatisfied with the hrst ruling.
MACCEM INDIUSTRIES AGREEMENT 2O2O 27 + ARTICLE 21 DISPUTE RESOLUTION 21.I This Agreement is govemed and shall be construed in accordance with the laws of the Republic of Sierra Leone and is intended to be binding on the parties.

21.2 This Clause applies to any claim, dispute or difference of any kind between the parties arising out of or in connection with this memorandum (a "Dispute").

That includes without limitation, any question about the Agreements existence, validity or termination.
21.3 All disputes shall be referred to and finaliy resoived by arbitration before arbitrators under the Rules of the Intemational Center for Settlement of lnvestment Disputes (''lCS''; il'om time to iirne in iorce.

21.4 Each party shall nominate an arbitrator in the Request for Arbitration, or answer, as the c.?se may be not later than 14 days after service of a written request by either party to do so.

The parties must then seek to agree on and nominate a third arbitrator to act as chairman.
21.5 The proceedings shall be conducted in the English language.

All documents submitted in the arbitration shall be in the English language.

21.6 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 irrevocEb,jf waive any rights of appeal they might otherwise have had.
21.7 The award shall be final and binding on the parties or anyone claiming through or under them and judgment rendered on dhe 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 enforcemer\i,qs the case may be.
2t.8 a) GoSL irrevocably and unconditionally, acknowledges that the execution, performance and delivery by each party of this Agreement shall constitute a private commercial transaction entered into entirely in its commercial capacify, t $ MACCEM INDIUSTRIES AGREEMENT 2O2O 22 b) agrees that should any other parly bring legal proceedings against it or its assets in relation to this Agreement, no immunity from such legal proceeding3 shall be deemed to include without limitation, suit, attachment prior to judgment.
:.e 'v MACCEM INDIUSTRIES AGREEMENT 2O2O 23 I I ARTICLIi 22 GOVERNANCE STRUCTURE IN WITNESS WIIEREOF this Agreement has been executed by duly authorised representatives of the Parties hereto on the day.
month and year first above wriften, SIGNED SEALED AND DELMRED tbr and on behal ent of Sie Leone Jacob Jus tt S a Minister of Finan o rn (r STER Date Date Dr. E ard Minister of Tra Hinga Sandy de and Industry 02 2021 SIGNED SEALED AND DE IVE D for and on behalf of the MACCEM INDUSTRIES SL) COMPANY Ahmed Mackie, ^r- I - o^t", ...Q.b.f .Q.

(SL) .fP Surrl RorC.

IRECTOR Sierrr L,conc 202t Witness D*L.- Company Corporate Secretary M 6^{ Ds1-[rEl Date:...1'.
tr o 2021 MACCEM INDIUSTRIES AGREEMENT 2O2O 24 ARTICLE 23 GOVERNANCE OF THE AGREEMENT 23.1 Governing Law This Agreement shall be construed in accordance with the laws of Sierra Leone and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
23.2 Encumbrances Neither party shall create, incur, assume or suffer to exist any Lien with respect to any of its property, or assign or otherwise convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries so to do, except for Permitted Liens :d t' '!, i {} s MACCEM INDIUSTRIES AGREEMENT 2O2O 25