Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698081397689.pdf (Sierra Leone)
I $ I I GOVERNMENT OF SIERRA LEONE AGREEMENT I BETWEEN THE GOVERNMENT OF SIERRA LEONE AND KADAT FOODS & BEVERAGES (SL) LTMITED APRIL, 2023 KADAT FOODS & BEVERAGES (SL) Ltd THIS AGREEMENT is made on the.......day of April, in the Year of Our Lord Tr.r'o Thousand and Tr,"'enty-Three (2023).

BETWEEN The Government of the Republic of Sierra Leone represented by each of the Ministries of Finance and that of Trade and Industry (hereinafter ref'erred to as "the GOSL").
AND KADAT FOODS & BEVERAGES (SL) Ltd, a Limited Liability Compalv established under the Companies Act No.5 of 2009, regisiered iincler the 1au,s oi Sierra Leone u.ith compan_\' Certificate of inci;rporatic'n numberecl SL3O1O2OKADATO9287 and registered office at 24 HENNESSY STREET, KINGTOM, FREETOWN, Sierra Leone, lhereinafter referred to as t'the Company").
And Whereaa, the Compaly was established in 2O2O as a Food and Beverage manufacturing industry, mainly producing quality Non- Alcoholic Beverages, including minera-l drinking \,,!,ater, fruit juices and enerql' clrinks, as rn'e11 as other food items marketed at competitl,, e prices and sustained product availability.
And Whereas, the Company is proposing and desirous to inrresl in excess oi Seventeen Million One Hundred and Thirty-Five Thousand United States Dollars {US$17, 135,OOO}, ar.ci rrils comritteci t..r r.si.1iri1sit.

ii-itlLirr .r per-iod oi 24 months, a manulacturing lacrlit\.

in Sierra Leone in tli.o phases.


The first phase (Phase 1f, which has already started involves establishing a non-alcoholic beverage processing plant with a capacity of 333,OOO liters per day, while the second (Phase 2) will involve the setting up of a secondary processing plant for aicoholic beverages in the Western Area.

ri'hich n"il1 have an installed production capacity of 35O,OOO liters per day.

And Whereas, the GOSL is seeking to promote private sector investment.
business grourth and development in the countrv, especiallf in the rrran rilact,,rring secLor, for n'lrich arr r-xpansion of KADAT FOODS & BEVERAGES (SL) Ltd I I _) Food and Beverage production in packages of 33OML and SOOML wili provide aclditionai employment opportunities.

income growth, product allordabilitv and availability, as well as other socio- econornic benelits.
And Whereas, the GoSL agrees that the Company's investment proposal meets its private sector development policy objectives and recognizes the timeliness to grant investment incentives and protect KADAT FOOD & BEVERAGES (SL) LIMITED from any unfair cornpetitror-r gi,, e:-i ,-i.ie e.xpected benefits it u,ill bring in investment; .lob creation, emplol.ees training; knorn,ledge and technologr transl'er; stable emplovrnent income: improved exports and loreign exchange earnings and others.
And Whereas, both parties are dcsirouts ancl seek to estabiish a legal i-.

;asis tor the i.lromirtion ar rci esrablishment of a state-ol'-the-art processing plant to produce non-alcoholic beverages in packages of 33OML and 50OML thereby making it available and affordable, and increasing employrnent opportunities, provide export earnings and tax revenues for the Government.
This is to leverage on incentives provided under the Investment-friendly Tax Policy Frame',r.ork for manut'acturing, pror.iding for exemption of import clury' 1br plant, machinery and equipment, and concessionary import dutr.'

rates for inputs-whether semi-processed or finished produtcts nsed in production.
NOW THEREFORE, the GOSL and KADAT FOOD AND BEVERAGES (SL) Ltd hereby agree as follows: ARTICLE 1 INTERPRETATION The follou'ing bolded terms wherever used in this Agreement shall have the respective meanings and interpretations set forth below: I I c'Agreement" - This Investment Concession Agreement with GoSL and KADAT FOOD AND BEVERAGES (SL) limited.

"Applicable Laws" - means the Lau.s of the Republic of Sierra Leone, and a1i orders, rules.

regulations.
regulations.

executive orders, decrees, KADAT FOODS & BEVERAGES (SL) Ltd policies, judicial decisions, notifications, or other similar directives made pursuant thereto, or other similar directives as may be amended from time to time.
I "Authorizations" - any or all licenses, permits, visas, consents, approvals, waivers, notifications, applications, orders, grant, confirmations, clearances and all extensions required to permit the transactions contemplated by this Agreement, including the instructions requrired b1' lar.r, from Government, any relevant third parties and officials of Government.

I I I I I I "Business Day" - An1.


day other than w'eekends or an official public holiday "Change of Control" - -\r-rt' :Lssigrurrent, seliL', or triusfer ol interest of aI1' tJ,?e as a resuit of w'hich the person that holds a majority of the economic interest in the Compaly as of the Effective Date, ceases to hold a majority of the economic interest in the Company.
"Commercial Production" - Is the period when the Company began production of Non-Alcoholic ald Alcoholic Drinks supplied to the public on sa,les.

"Contractors" - Any person or organization that contracts directly or indirecti_v u,ith the company lor the supply of goods or services directly related to tlre comparny's operations.

'rEffective Date" - The date on which this Agreement is sigrled by all Parties upon ratihcation 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.

securitv interests, title retention, mortgages, restrictions, title defects, right of rn ays, options or adverse claims form anv person or organization ciaiming any rights to the lands KADAT FOODS & BEVERAGES (SL) Ltd I I assigned by the Government of Sierra Leone for the development of the factory.
"Environment Protection Agency (EPA)" - the Government 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 specihed in this Agreement in order to continue with its existing terms, or anv modifications of such terms.
"Force Majeure" - are unforeseeable events, circumstances or causes beyond the reasonable control of either party to this Agreement rvith sustai.ned disruption of the operations and perforrnance of the Compan-t,.

"Investment" - meals any annuity, trust, or custodial account holding regulated investment company stock or assets, established in accordalce with the Iaws of Sierra Leone, in which the assets are held for investment purposes.
('Investment Plan" - The Plan, herein including as Appendix - to this Agreement, which provides details of the factory construction, machinerv installation, staf{ing and production targets of the cornp anv.
"Parties" - GOSL and K.I,DAT FOOD & BEVtrR{GES Ltd "Production" - Any or all of the foilor,r.ing when carried out b,v or on behaif of tlre compan-\'; processing, distribr-rting, rrrarketing ancl selling of non-alcholic drinks and its derivatives, and all other operations of the company incidental to, arising form or directly related to the design, installation, operation and maintenance of lactory infrastructure.
"subcontractor" - Any person or organization contracted directly or indirectl-\' b_y a contractor of the company to cause to provide some portiun ol the supplv of goods or services directly related to Lhe c'ornpu.rrr"s opelations.

TLADAT FOODS & BEVERAGES (SL) Ltd I I I I *Taxes and Duties" - references to" tax" ad 'du!v" includes a-11 present ancl 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 - KADAT FOOD AND BEVERAGES providing services pursuant to this Contract Agreement including its successors zrnd assigns and where the context so permits any company or person sub-contracted by the Company.

"Work Plan - The defined activities and indicative timelines (hereafter rel-erred to as the "WORK PLAN" as attached in Annex A for achie',,ing the Construction and installation Production and distribution processes in accordance with the terms of this Agreement.
ARTICLE 2 PARTIES TO THE AGREEMENT 2.

Parties The parties to this Agreement shall be the Government of Sierra Leone (GOSL) and KADAT FOOD AND BEVRAGES Industries (SL) Limiterl.

ARTICLE 3 TERMS OF AGREEMENT 3.1 Term This Agreement shall be for a period of 10 years, commencing on the Effective Date ("the Term"), unless sooner terminated as hereinafter providecl eir-rcl subject to rene\,,"'able as per 3.2.
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 marv be agreed by the pa-rties.
KADAT FOODS & BEVERAGES (SL) Ltd I I I I I I I I Where the lerrn c,f this Agreement is not extended pursuant to this Article, the Company shall continue its commercial production at targeted levels as per this Agreement for the remaining period.

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 fix term agreement and not an indefinite term agreement.
ARTICLE 4 GRANTING OF CONCESSIONS AND RIGHTS 4.1.1 No Unhealthy Competition and Protection from Foreign Competition To suppc.rrt the "Made in Sierra Leone" Concepr in line u,ith the Local Content Poiicv.

Gor,'ernmerit shall appl_u" ail reasonable endeavotrrs to pror.

'ide the conducir:e environment to support the Company's efforts, especially protection from unhealthy competitions with foreign dumped products through some measures that include tariff protection.
Production Rights 4,L.2 The GoSL hereb_v grants the company the right, in accordance with all applicable Lai,r,s ol Sierra Leone, to engage in: 1 ii iii Local production of Non-Alcoholic and Alcoholic beverages; The packaging of Non-Alcoholic and Alcoholic beverages; The r.r,holesale distribution (only) of Non-Alcoholic and Alcoho[c berrclages in the dornestic market and, r'"'here necessary, to export to other countries.
Tariff Protection 4.L.3 Government shal1 implement a tari.ff regime conducive to provide compar-ative advantage to the Company from foreign products dumped loca-l1r' ARTICLE 5 THE COMPANY'S OBLIGAIONS KADAT FOODS & BEVERAGES (SL) Ltd I I I I I i 5.1 I{ADAT FOOD AND BEVERAGES shali exclusi'u,ely undertake and own as property, the project to construct, develop and establish the infrastructure and install and operate a facilitl' for N on- Alcoholic and Alcoholic production.

packaging and distribution.


5.2 I{ADAT FOOD AND BEVERAGES shall undertake to compiy with provisions of a1l laws, especially Labour and Social Security Laws for the recruitment and employment of staff for jobs not requiring high level technical expertise, rn'hilst providing the requisite on-the-job traLining of personnel.
5.3 KADAT FOOD AND BEVERAGES shall develop a poiicy and set up a system to protect workers against occupational hazards, accidents at work and other health risks in consonance with applicable larn's.

5.4 The Compan-y shail undertake to comply with the provisions of the Laboul.

Socizrl Security and Loca-l Content Regulations in recruitment and emplo5rment of staff.
5.5 KADAT FOOD AND BEVERAGES shall undertake to have an Insurance Policy to cover Management and Staff treatments for occupational hazards and accidents.

5.6 KADAT FOOD AND BEVERAGES shall undertake to import a modern and state-of-the-art machines, equipment and assembly production lines for industrial operations, arnd remain obligateci to GOSL under the Terms of this Agreement.
I 5.7 KADAT FOOD AND BEVERAGES shall tirlly compl-1' to undertake anct complete a1i Environmental Assessments and other related obligations required by the GoSL.

5.8 I(ADAT FOOD AND BEVERAGES shall be entirely committee to its investment bonds, and funding of its projects, with its own capital usrng bank loans where necessary.
KADAT FOODS & BEVERAGES (SL) Ltd I I I I I 5.9 KADAT FOOD AND BEVERAGES shall ensure conformity to hygiene and safety regulations whether subcontracted or nith designated Agents u,orking on site.

ARTICLE 6 TAXES TO THE COMPANY 6.1 GoSL agrees that the following tax treatments shall apply to and in respect of KADAT FOOD AND BEVERAGES provided that they shall oniv applt' and remain to be the direct benefit of the Comparr', ancl noi 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 Companv for use exclusivelv for its manufacturing pLlrpose.

6,2 Personal Income Tax for Local Employees Al1 local emplor,'ees ot'the Compeul\r are sul:ject to Pa-v"-As-You-Earn (PAl'D) 'l-ax consistent with Part I of the First Schedule of the Income Tax Act 2OOO (as amended).
6.3 Personal Income Tax for Foreign Employees Income earned from a source in Sierra Leone by foreign nationals shall be subject to the requirements for residency provided for in Sections i0-13 of the Income Tax Act 2OO0 (as amended), for which the tax shall be at the rate of 25o/o (Part II of the Second Schedule of the Income Ta-x Act 2OO).

prol,icled the lbreign national is in emplor.ment ibr a periocl of 183 rla_1's i-rr-lc'ss.
but ir-r e ;tses r.l'here the emplolrmerrt cxceeci 183 ci;11's, '.hc r-rorrrial PAYE se heclule rt'il1 be applied in cornputing the Persona-l Income Ta.x liability, consistent with Sections 1 16 to 123 of the Income Tax Act, 2000 (as amended).

All foreign employees are subject to Payroll tax consistent the "vith laws governing the administration of payroll tax in Sierra Leone.
6,4 Corporation Tax Pursuant to Section 48 of Finance Act, 2O13, the Company shall be entitled to a corporate tax relief for a period for 5 (five) yea-rs, starting uporl ratitlcation of this Agreement bl' Parliament.

Loss KADAT FOODS & BEVERAGES (SL) Ltd I I _l I I I I incurred by the Company in a given year shall be offset and carried forward for adjustment against Nay future income lbr a period not exceeding Ten (10) yeers.
6.5 Withholding Taxes on Payments to Contractors The Compaly sha1l withhold taxes from paJirnent to its suppliers and other contractors according to the provisions in the existing Laws.

6.6 Goods and Services Tax The Company sha11 be subject to Goods arld Services Tax exemptions in accordance with the Goods and Services Tax Act 2009.

6.7 Withholding Taxes on Dividend payments The Comp:ul' shall u,ittiholcl ta-\ on dividends to shareholders in accordance u ith the lncome 'l'ax Act 2000.
6.8 Withholding Taxes on Interest Payments The Companl' sha11 withhold tax on dividends to sharehoiders in accordance ivith the Income Tax Act 2000.

6.9 Capital Allowance The Company shall be entitled to capital allowance deduction at a rate of fort5z percent (4O%), twenty percent (2oo/o), twenty percent (2Oc1), twentv percent (2ookl, for the first, second, third and fourth )'ears respe ctivel-r' on all p1ant, mactrinen' and equipment.
6.1O Other Allowable Deductions The Company shall claim deduction against chargeable income in an arnount equivalent of the following percentage expenditure: a.

Actual expenses incurred in respect of environmenta-l and social impact mitigation andlor environmental protection and restoration - 1O0 percent.

b.
b.

Cost of educating and/or training citizens of Sierra Leone and rnho are full time employees of the Company and part time emplol.ss5 of the Company but bonded to the Company on KADAT FOODS & BEVERAGES (SLI Ltd I I I completion of such training andlor education.
Education or Training sha1l not include primary or secondary school education and shall be relevant to emplo-vment ol the trainee concci'r-iecl ancl int;lude ol-I thc job tlarining and shall include loOoub of the wages of an employee serving an apprenticeship course approved by the Government - 100 percent.
c. Any expenses incurred on research and development by the Company up to the extent of profits of the sarne year the expenditure is made but any unclaimed amount shall not be availabie for future deductions - 100 percent.

d. Any expenses incurred on training oflocal stalfin an approved training programme, by the Company up to the extent of profits of the sarne yea-r the expenditure is made, but any unclairned amount shall not be availabie for futurre deductions - 100 percent.
e. Ai-ly expenses on social services, such as building of schools and hospitals and any investment that is outside the scope of the original investment and u,hich would be a,lso 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 .
2OOo/o of the actual cost of the remuneration payable to any physically or mentally disabled employees, up to the extent of the prohts of the year in which the expenditure is made, but any unclaimed amount shall not be available for future deductions - 200 percent.
6.11Taxes on Imports of Raw materials The Companv shall bt-' cntitled to inrpc,r'i rtr r,r' rrratter-ials- inpLris ancl packing materials liee of customs duty and advance withholding tax, but not excluding payments of the ECOWA lev-y", for a period of three (3) years, subject to review for a renewal of not more than two (2) if the prevailing conditions warrant such an extension.
6.12 Import Duty on plant, machinery and equipment KADAT FOODS & BEVERAGES (SL)Ltd I I The Company sha1l, for a period of fi,.,e (5) years comrnencing the effective date of this Agreement, be exempt from import duty for plants, machinery, ancl equipment as weil as limited construction materials for settirrg up and for operationaLizing the factory.

6.

13 Non-stabilization The Compan-v- sha1l, from time to time pay all other required taxes not covered by this Agreement.
6.14 Pension and Social Security Contributions All local employees of the Company shali be subject a pension contribution in accordance with the National Social Securitv and lnsur-ance 'l'r'ust .\ct.

200 1 .

ARTICLE 7 CONDUCT OF OPERATIONS 7.1 Production Activities Subjet-t to the Terms of this Agrcemc'nt and applicabie La',vs of Sierra Leorre.
the Company' sha11 engage in the purchase of raw materials lor Non-Alcoholic and Alcoholic and semi-hnished 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 non-alcoholic beverages domestica-Ily, ar-rt1 shall export to other countries u,herc'domestic needs have been met.
7.2 Performance of Initial Investment Obligations Withir.r 6 mtlnths o1'the Etlbctive Date, the Comparry shall invest in 1ul] irrdusr-r'ial rrran ulhcrr-Lring pla.nt ttrLlt has the capacitv to produce the range ot'produicts listed in this Agreement, and in the respective targeted volumes.

For clanty purpose, the factory is expected to process up of 250,000 liters of non-alcoholic beverages per business day.
7.3 If within L2-LA months from the Effective Date, the Companv t.Liis ti, Lrse reasonable etlorts to have a full functional KADAT FOODS & BEVERAGES (SLl Ltd I I I manuiacturirrg plarrt operating in the country, the Company shall notify the CIOSL wh_v it lailed to meet surch peribrmance obligations.

If within 24-30 months the Company fails to achieve commercial production levels of output, the Government may notice the Company in writing, informing of its intention to terminate this Agreement.
7.4 Domestic Sale of Products To the extent that there is suflicient and effective demand for the Non-Alcoholic and Alcoholic Beverages manufactured by the Company in Sierra Leone, the company shall sell to the domestic market all or the number of non-alcoholic beverages required from its productir.in.

Whele it is determined that the production capacity of the factor-_1' exceeds voiumes requireci bv the domestic market, the company ma-y expolt an amount not more than its excess output to other countries.
7.5 Notwithstanding Clause 7.4 |ne Company shall be restricted to iimit the export of its products to not more than 40 percent of its total production in any given period.

7.6 Purchase of Raw Materials The Company ma)' establish a platform to purchase rarn'materials or serni processed products from local farmers in line with the Local Ccntent Pc]lc-r, Act ol 2076 and other applicable laws.
ARTICLE 8 EMPLOYMENT AND TRAINING S.L Employment The Comparli's eurlllo_vrnent practices shail conform to the existing Laws of the countly., in no case shall the Compeiny knowingly, after reasonable enquiry, hire non-Sierra Leoneans for unskilled positions, unless subject to Section 50 of Finance Act,2O2l .
4,2 The Company shall, for the employment financial, accounting, technical, administrative, senior management positions arrd other skilled at a,il levels in supervisory and positions, give L- KADAT FOODS & BEVERAGES {SL) Ltd preference to qualifred Sierra Leoneans who meet the minimum requiremer Lts ancl e.rpectations arrrd expectaltions of the Company.

8.3 Where the Company is unable to hire a Sierra Leonean to flll any position r.r,ithin a reasonable time, the Companr.
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 erpectations of the Company.

A.4 The Company is required to meet a-11 of the minimum criteria detailed in the Companies Act, 2OO9 and follou, the process arld procedures outlined therein.
8.5 The Company is fully responsible for following and demonstrating, through documented procedures that they have compiied with the requirement detailed in the guidelines.

In the case of sub-leasing or the sale of one investment to another, respor-rsibiiity' for compliance is transl-erred to the sub lease/ nerv owter{s1 .
8.6 The Company must submit on an annua-l basis its audited ba-lance sheet arrd income statement, prepared in accordance with Internationa-l Financial Reporting Staldards, as well as any required national standards, to the relevant stakeholders including the Ministlr,' of Trade.

a.7 The Company sha1l develop a Corporate Social Responsibility (CSR) plan based on an assessment of community needs in consuitation with EPA.

8.8 'i'he Compal,r.
8.8 'i'he Compal,r.

sir:ill ;rr-t.rvic1e llasible tlrnetrall es 1br intpicrr--t cl...irr:iui i LJi i'-':: :rgr e .ci Lr]-.,r, LSI?

l cspottsibiiitirs.

u'ilLch *'ill be agreed upon bv aLl stakeholders.

8.9 The Company shall submit semiannual progress report on its project, based on a predetermined monitoring plan; GoSL representatives wili conduct periodic and on the spot monitoring visits, as and rvhen necessary KADAT FOODS & BEVERAGES {SL) Ltd I !
I 8.1OThe Companl' shail support the growth to of Small and Meclium Enterprises through targeted procurement, promote empioyment of Sierra Leoneans at all ievels in managements.

8.11The Company shall cleveiop the human institutional capacity of Sierra Leor-reans throlrgh training and transfer of knor,r'1edge and technolop-.

8.
8.

12 The Company sha-ll adhere to the Environmenta-l Protection Agency Act 2O2l (as amended), and other environmenta-l regulations developed by GoSL and in line with International best practices.
Training 8.2.1 For the purpose of 7.1 above, in addition to providing on-the-job training, vocationaL training and other measures necessar5r and reasonabie to achieve its emplovment objectives, the Company shall use reasorlable etTorts and resources to provide training for it Sierra Leonearr emploi'ees r..ith a i'ie'"r' Lo qualilving them lbr the positions clescribed above and as required by the Company's operations under this Agreement.

ARTICLE 9 PERMITS 9.


1 Permits Issuance The GoSL shall endeavor to process and issue to KADAT FOOD AND BEVRAGES SL (LTD) any and all permits, licenses, and other proper authorization or permission-related documents and the company sha1l, at its sole expense, be respr>nsible for obtaining and maintaining during the term of this .

{greernent, ariy and all permrts, Iicenses, and other proper aLrthofization or Ilermissior-r-related documents required 1bl the pertbrnrance ol this project.
I GoSL undertakes that, should KADAT FOOD AND BEVRAGES SL (LTD), (or any other person taking part or particrpating in the project), at any time, be required to obtain any further permit or other autho rizalioa or permission-related document in connection u.ith itseif, its activities or the project (or any part of the project), it shall take atl necessary steps to ensure such permit or KADAT FOODS & BEVERAGES (SL) Ltd I I authorization is issued forthwith provided that the Company or, as the case may be, such other person complies u/ith atl requirements of the Laws of Sierra Leone in relation to such permits or authorization s. 9.2 Revocation of Permits The GoSL Agrces thar anv pernrit or other authorizatron issued to the Company for the pro.ject sha.ll not be amended, changed, cancelled, terminated or revoked, unless it is in accordance with the Laws and Regulations governing its issuance.
9.3 Breach of Permits If KADAT FOOD AND BEVERAGES SL (LTD), or other person to whom it lr,as issued fail to abide by any terms of any permits or authorization, GoSL (or any relevant officia-l or public authority) may exercise anv polr'er pursuant to the La'"r,s of Sierra Leone in respect of such l'ailure.
Hou,ever, GoSL agrees it r,r'ill rlot (aurd w'ill proclrre that no ofllciaLl c.rr public authority u'i11) exercise anv such power urrless tire Corlpirn) and such other person(s) shall specify for this purpose have first been given minimum statutory period of notice (the Notice) of such failure and given the opportunity, and failed u,ithin a reasonable period of time after receipt of such notice, to rectify, remedy or cure such failure unless, in the opinion of GoSL acting reasonably, there 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 periocl c.rl tine which coulcl be arnticipated as being reasonabll' necessrtr'\' lirl an olganization r.r'hich is competent, experienced ancl elilcier,t to pleverr'L suctr lisk oce url rng.

F or the purpose of this paragraph, 'reasonable period'means at a minimum period as contained in a statutory instrument of notice form date to delivery of this notice.
ARTICLE 10 FORCE MAJEURE 10.1 Subject to Clause 9.2. pafiies to this Agreement shall not be in breach of the Agreement, nor liabte for delay in performing or failure KADAT FOODS & BEVERAGES (SL) Ltd I I to perlbrm any of its obligations under this Agreement if such delay or failure or failure as a result of a Force Majeure.

I 10.2 Force Majeure are unforeseeaLble causes l:eyr-rrr,-1 thc reatsc.,nablc corrtrol Agreement wrth sustained disruption performance of the Company.
events, clrcumstances or of eit her perrty to this of the operations and 10.3 A force majeure erzent shall include but not limited to event as listed below: 10.3. r Natural Force Majeure event, which may include: i.

Fire, explosion, tighting, earthquake, laldslide, storms, severe weather conditions, volcanic eruption.

meteorites, or other natural disasters or acts ol Gocl; 11.
Eprdernic plaguc or quartrntine; llI Unforeseen alarming accident, breakage of facilities, plant or equipment, structural collapse, or chemical contamination; LO.3.2 Political Force Majeure event i.

War initiated by GOSL or otherwise affecting Sierra Leone, ti Politically motivated violence, sabotage, terrorism, s[rikes and industrial relations issues (other than those lcstrrcted to en'rployees of the Companl').
1O.4 If an event is declared a Force Majeure, the term ol the Agreement strall be extended by a period equivalent to the period during the Force Ma.1eure, 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.
KADAT FOODS & BEVERAGES (SL) Ltd 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 Majeure event.
10.6 Cor-rlcl not hai,e avorded the ellc'cr oi' the relevar-rt event b_v taking precaurtions 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.
ARTICE 11 ENVIRONMEN'fAL HEALTH AND SOCIAL ASSESSMENT 11.1 'I'he Environrnental License for the project wiLl be granted to I(ADAT FOOD AND BEVERAGES INDUSTRIES subject to conditions r.rniy, t'hich are tvpical for an Enr.ironmental License, no later than the statutory period alter the application is lodged unless: a.

It is withheld for one or more lau{ul reasons which are objectively reasonable for withholding such Environmental License under the relevant laws of the Republic of Sierra Leone.

or ir.
or ir.

KADAT FOOD AND BEVERAGES INDUSTRIES environmental managernent plan (including the trSHIA) is not being implemented to a material extent.

ARTICLE 12 EXCHANGE CONTROL I A11 inflows and outflows of foreign exchange shall be done through the banking system in compliance with the exchange control Act, 1965 and the Anti-Money Laundering/Countering Financing of Terrorism Act, 2Ol2 (AMT/CF"T).
I i L KADAT FOODS & BEVERAGES (SL)Ltd ARTICLE 13 EXPORT REVENUE All revenue derived from export first be channeled through Sierra Leone Banking before thev are repatriated to any other bank of the investor's ciioice this is just a \ -a-y to improve the countr,y's balance of payment ptlsition.
ARTICLE 14 ELECTRICITY WATER AND OTHER UTILITIES WATER RIGHTS AGREEMENT GOSL agrees to enter rnto a water rights agreement I(ADAT FOOD AND BtrVEFt,\CES SL (LfDl rLnd shail bc cir;irged at a h-red 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 prerrailing rates for the year under revievr,.
The stipulated plice of water shall be adjusted in line rvjth inflation and 7'r-.il- otl-icr ct-rr-rsir-j erations everv (state year).

Electricity rights agreement o Electricit5r to be supplied by Electricity Distribution and Supply Authority at favourable rates for the duration of the Project.

: No restriction on the amount of electricity to be c r;it s Llrne d ltv Lhe Comparny.
availability of power that where power is generated by the Company on its various sites and locations in Sierra Leone as a result of the non-or proper po\,^,er ll'om tlre Electr-icit-y Distribution arid Supply Authority the use ol' prirrate and stand-alone generators of the Compan,r.'
shuuid ire surb3cct to rnorritorrng, Iicensing or shut down requirements of the Electricity Distribution and Supply Authority upon due notice being given ARTICLE 15 KADAT FOODS & BEVERAGES (SLI Ltd CHANGE IN LAW If an-r' Iau' ;rpplied ir-r Sierra Leone comes into effect or rs amended, mo<li.liecl, rt';rculccl.
u'ithcllrrr'r'n ol rrpi;rcecl 1aL Cl-range in Lau,) which has a material adverse ellbct on the abilit-v of I(ADAT FOOD AND BEVERAGES SL (LTDI its contractors, sub-contractors, any shareholder or funder to perform their respective obligations under anlr do.r*"nt relevant to the develt-rpment, operation or funding of the Project or' the cost of oi' return trcim so doing afier taking into accour-rt thc c1'tects associerted directl-v and expressl-l' n-ith anv such Change in Law, then GoSL undertakes to grant to the Project, KADAT FOOD AND BEVERAGES SL (LTD) its contractors, sub- contractors.
the shareholders and the funders anv exemption or license or other authorization necessary or desirable to ensure that such ir-rterest, rights, obligations and economic return are not malterial.l\' .i.lr c'i'sclr iiii'ected.
If there is a dispute between the Parties in relation to whether the Change in Lau, has the effect described above, it shall be referred to the arbitlatior-i procedure as agreed and set out in the Agreement or PPA, oil:e the agreement is in lull lbrce ancl force ancl prior to the date iis sct uut in this Agreernenr.

Where there is a change in law regarding tax that is discriminatory, the compaly shall notify Government of the new law or laws and the law.

(s) shall not affect the company.


ARTICLE 16 NA'IION ALIZA'I'ION O R EXPROPRAITION 16.1 The LiuSL itg|ces thai it ri'ill not, nor altumpt Lr-r, nationalize, expropriate, or confiscate all or any part of the assets or rights of I{ADAT FOOD AND BEVRAGES SL (LTD), its sub-contractors or their respectrve contractors or any other party to the document s relevant to the development, operation and funcling of the project or the share capital of the Company.
Other than on the basis of full compensation iincluding loss of profit) to the affected parties, KADAT FOODS & BEVERAGES (SL)Ltd including an amount not less tharl that required to repay a1l principerl, lnterest, lees, costs, and expenses, amounts outstanding to thc l'uir-i.ic1-s Lrird(-'r' o| ijLrrsuarrt tt-, the itr cling documents.
1,6.2 Each Party confirms that it does not intencl and not engagca in at-r illeseLl actititv ancl KADAT FOOD AND BEVERAGES SL LTD a<rrcs tr., terl<c leasor-itil:le steps that its shareholders ailjli:itcti.

rilItl ,Ls r.\frr11: l;lt(j emplcit'ucs also do not clo so.
"r,ill Being a strategr.c proJect in Sierra Leone, KADAT FOOD AM BEVERAGES SL (LTDI agrees that it will comply with a,ll national standards; environmental protection ald health and safety as re cluireci lirr the tvpe of activities carried out under these Projects.

ARTICLE 17 EXPATRIATES i-iu,:.1- -t<l'cu!l ,-iL:1i Dlir:cIul s. ()lllecls.

L()rts:ilr.attis eind l-hu Elrrpir:.1'.

:c: ,irrc lr-irirrl.

irrrnrcdilrtc lirrrlilrrsl c-rl tlrc Corrrpan,r'' trnci its i-lell'.:.,.'

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:i.1, r:i,:i:irt,r:al-5 >lt:l.i l-,e el:fitjt(l .

l .r ie r .

i=:r'.

c. rir rrl r'esrclc in Sierra Leoue lir- the purposes of the tO: Pr,rj ec t .

\\'t,r1, ir, Sicrrii Leone (except immediate facilities u,ho are not cmpioi,ecl b1' the Cr-rmpanl').

.

Opt ,Jut of NASSIT pension contribution if expatriate has iLlr c.,t.i', i-tlLel rr.rl,ir c L,cnsiun al'l angements.

.

.
.

.

Be c\cirrpt il orrr all loca,l taxes to include personal income tax ancl : csiclence tax tbr as long as expatriate works in the Ploi e t't ll:l:t:.

,.tlf li.,i.rs( i,r;r.l ciiur i > - i .-: .11,;--,.

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rli1 i,:-iulr :i:'liiCli-r:ltjrltl Crl ,r' ,...r/lL.i.

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t _ r, t,.:tiri|t,.r.

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Seil 't,,'ithin Srerrar Lecrrre anr.


such household goods or effects bro:rght in ol imported to Sierra Leone, subject to applicable salcs .1,itics / t i,.,xes.

.

(l( ):-1.

.,.

:u'r':r.nts '.1'l:11 r'111 rcle'.

':rr:': olficrlrls or pr-rbLic authorities shall dehver rr,'ithout delay all documents, permits and licenses to efi'ect abor.e agreements.
KADAT FOODS & BEVERAGES (SLl Ltd I I I i I I ARTICLE 18 EXCHANGE CONTROL AND INVESTMENT PROMOTION ACT 18.1 The GOSL agrees to proclrre that the Central Bank shall agree at all times (r,r,.hether by reason ol such actions being complaint with the Exchange Control Regulations or orherwise) that the Company, its shirrehr.,lclers.
its Jin"rricicrs, t'urrclers to, aul_v dc,cument relevant to the d.evelopment, operation and funding of the Project shall be entitled to: o Receive and make payment in accordance with the relevant document, including outside of Sierra Leone in foreign currencY.
o Convert Leones to foreign currency and remit foreign currency outside of Sierra Leone o Maintain Leones and loreign currencv bank accounts inside and outside of Sierra Leone deposit, retain anrl deal udth Leones :urd forc'igrr cLrrrenc)' Lrtilizing such bank acc()urrts.

c R-ep.itria,.c eiu'lirrgs i,r.ncl pluccctls ui-sales of asse ts .

A.llor.r' cxpat riatc to repatriate earnings r Convert or transfer fund associated with investments, inc[rding remittances of investment capital, earnings, loan repa!
'rnents and lease payments.

o GOSL in accordance with applicable law warrants that the Central Bank sha-ll make it available to the Company such amounts of foreign currency as are necessary for development, operation, maintenance and funding of the Project at the official exchange rate.

18.2 (irfsl irr :rccordnnce with applicable law 'ut,arrernts that all relevant oliiciats ol pt-i l-riic authr.iritics shall clelir,'er, wilhoutt dela-V, all documents, permits and licenses required to effect to the above.
ARTICLE 19 LAND AND LESE AGREEMENT The GOSL guaraltees to l'acilitare provide the Company rn'ith the area of land needed for the Project extension when the need arises.

KADAT FOODS & BEVERAGES (SL) Ltd 1 I I , I GOSL u'il1 facilitate the lease of the land identified demarcated and approved for use by the Company at the cost of the Company.

ARTICLE 20 CONFIDENTIALITY These discussions and all matters regerrding the Company's potential Project to be l<ept cr-rrrlidential.
GOSL to agree that any disputes 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 first ruling.

ARTICLE 21 DIPUTE RESOLUTION 21.1 This Agreement is governed and shall be construed accordance u,ith the larvs of the Republic of Sierra Leone ad intencteci to be binding on the parties.
in is 21.2This 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 abrlut the Agreements existence, validity or termination.

21.3 All disputes shall be referred to and finally resolved by arbitration before arbitrators under the Rules of the International Center for Settlement of Investment Disputes ("lCS") from time to time in force.
21.4 Each partv shall rrominate an arrbitrator in the Request for Arbitration, or answer, not later than 14 days after sen'ice of a written reqlrest by either party to do so.

The parties must then seek to agree on ald nominate a third arbitrator to act as Chairman.

!

21.5 The proceedings shail be conducted in the English Language.

All documents submitted in the arbitration shall be in the English Language.
KADAT FOODS & BEVERAGES (SLlLtd I I I I 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 irrevocabiy waive any rights of appeal they might otherwise have had.
21.7 TLre ar.ti'arcl shaill be iir-ratl ancl bilclirrg on the parties or anvone claiming through or under thern and judgement rendered on the award nay be entered in any court havi.ng jurisdiction or application may be made to such court for jurisdiction acceptance of the aware and an order of Non-Alcoholic and Alcoholic Beverages as the case may be.
21.8 a) b) GoSL irrevocable and unconditionally acknou'ledges that the execution, performance and delivery by each party of this Agreement sha-ll constitute a private commercia-l transaction entered into entirely in its commercial capacitv, trgrerrs rhat s hr,' uld arrv uillcr par-ty bring 1ega1 proceedings against it or its assets in relation to this Agreement, no immunity from such legal proceedings shatl be deemed to include \ .ithout limitation, suit, and attachment prior to judgnient.
KADAT FOODS & BEVERAGES (SL)Ltd I I I ARTICLE 22 GOVERNANCE STRUCTURE IN WITNESS WHEREOF this Agreement has been executed b1-duly authorized representatives of the Parties hereto on the day, month and vear first above rtritten.
SIGED SEALED AND DELMRED for and on behalf of the Government of Sierra Leone I Dr. Minister of Trade ward Hinga Sandg d Indus o^t"r.....1.$K 2023 SIGED SEALED AND DELIVERED for and on behalf of KADAT FOOD AND BEVERAGES (SL) LTMTTED COMPANY KISHORE KUMAR PARWANI, CHAIRMAN AND CHIEF EXECUTIVE OFFICER.

.Sa\x*......

Date:....................13.

-.

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=....zozs wit SS 1' Mr. Abu Bakarr Jalloh Company Corporate Secretary Date : .. /.

3. ;.. O.
3. ;.. O.

8...-- .. ... ............... .2ei23 KADAT FOODS & BEVERAGES (SLl Ltd