Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698081813571.pdf (Sierra Leone)
Agreement Between The Government of the Republic of Sierra Leone And IMS GROUP (SL) LIMITED December 2022 1of32 of Two e on' Year o ......d"y the f Our Lord THIS AGREEMENT is mad , in the 'Ihousand and Twenry Two Q022) BETWEEN 'fhe Government of the Republic of Sierra Leone represented bv the Ministries of Finance GvI"D and Trade and Industry (MTD (hereinafter referred tG as GoSL) on the one hand (6the GOSL').
(hereafter referred to as AND IMS Group (SL) Limited, a Limited Liability Company established under the Companies Act of 2009 and registered under the larvs of Sierra Leone with company Certificate of Incorporafion Numbered SL160621IMSGR11303 and with its registered head office at 11 Sani Abacha Steet and operations site located at 3 Mile, Western Rura District, Freetown, Siera Leone (hereafter called "the Company").
IMS Group (SL) Limited, is acting in its own name and that of all the present or future affiliates, represented by the Chief Executive Officer, Mr. Ali Ibrahim Mohsen.
Pro!,,onents of the Agreement shall individually lie referred to as "thc Party" and Collectively "the Parties" Recitals And Whereas IMS Group (SL) Limited, is a wholly Siera Leonean Company, opetating in merchandise including but not Iimited to selling imported products such as flour, rice, biscuits, fruit juice, carbonated frzzy dinks tobacco, vegetable oil, sugar, 2of32 W spice seasoning, detergents, soap: buildihg household electrical appliances among othets.
materials and And Whereas IMS Group (SL) Limited has six (6) rvarehouses situated at Cline Town Community and each has capacity ranging from 2,000 to 3,000 metrib tonnes.

And Vhereas IMS Group (SL) Limited seeks to establish the following ventures in Sierra Leone: A. Ultra-modern'faCtory called IMHA Flour Mill (SL) Ltd for the flour production of flour used for making bread and other confectioneries with capacity of 120 metric tonnes per day.
B. Ultra-modern beverage fzctory named American beverages (SL) Ltd for producing carbonated soft &inks in various sizes for Sierra Leone also for regional market C. ZEIN Foods Industries (SL) Ltd for producing fresh fruit juice, purees and smoothies from locally growfl fruits.

D. Havana Tobacco (SL) Ltd for producing cigarette targeting the local and regional market.
And Whereas the Company proposes to invest US Dollars 45 million (US $45 million) and is expected to complete and commission all these iactories within 24-36 months from the date of ratification, And Whereas the Company is desirous to registet with all relevant Ministries, Departments and Agencies (MDAs) who will continue to encour^ge, and coordinate prirrate sectof investments in the manufacturing sector in'Sierra Leone.
^ttract 3 of 32 k t And Whereas GoSL seeks to promote private sector investment, business growth and development in the country, ,'snccialiv in the manufacturing sector in both flour and natural ;uice grown locally and to provide employment,,promote growth and development, boost exports and balance of ttade.
And Wheteas GoSL agrees that the company investment portfolio meets the country's private sector development policy objectives and recognizes the expected bene-fits the investment u.ould bring in terms iob creation, training employees; knorvledge and technology transfer; valte addition from the courtry's local raw materials.

And Whereas it is the policy objective of GoSL to attract large- value addition in the scale manu sector 'investments m sector.
pfivate facturin o a) And Whereas GoSL recognizes the expected benefits of the project in terms of iob creation, stable income, and infrastructure development, as well as the positive indirect effects of an economic centre in the Project operational ztezs, especially as it w-ill imptove the livelihood of the rual population.

An Whereas GoSL will review the proposal to ensure conformiqv with requirements and quality standards and Laboratory best practices as determined by the Sierra Leone Srandards Bureau.
poSL seeks to promote the integration of local Content Policy using local materials and local expertise where available.

4of32 k And Whereas GoSL considering the l-evel of investment to be undertaken, the challenge to raise funds and the potential Secio- economic impact on the economy and the empioyment opporninities, agreds'to provide the enabling environment in icrms of providing friendiy investrnent incentives as well as permrssible duty concessions and tax Considerations.
I'JO\V THEREFORE, the GOSL and the Company hereby agree as follows: ARTICLE 1 INTERPRETATIoN The following bolded tems wherever usid in this Agreement shall have the respective meanings and interpretations set forth belorv: "Agteemenf'- This .Investment Concession Agreement udth GoSL and IMS Group (SL) Limited and further amendments made pursuant to its terms as well as all its appendices.
^ny "Applicable Laws" - means the Laws of the Republic of Siera J-eone, and all orders, rules, regulations, executive orders, decrees, policies, judicial decisions, notifications, or other similar.

directives made pursuant thereto, or other sirnilar dirscdygs 25 may be amended from time to time.
('Atrthorizations" - Ltty ot all licenses,.permits, visas, consents, approvals, waivers, notifications, applications, orders, grants, confi.rmations, clearances and all extensions iequired to petmit the transactions contemplated by this Agreemeng including the rnsuuctions required by Law from Government, any relevant thirc'l parties and officials of Government.

5of32 k "Business D.y" - A.y day other than weekends or an official public holiday.
"Change of Control" - Any assignment, sale, or transfer of interest of.

any type as a result of which the person that holds a majority of the economic interest in the Company as of the Effective Date, ceases to hold a majority of the economic inrelest in the Company.
"Company" mea(rs a group bf individuals with a corrunofl purpose or provides services as a commercial venrure including its successors and assigns where the context per'mits "Commercial Production"- In any period, following the Effective Date, where the ptoduction of protessed and finished 1;roducts as envisage in the Business Plan, reaches 40oh or more of the installed production capacity of the factory.

"Commercial Production Date" - The date upon which the company reaches ^ tzrget of.
40o/o of the installed factory production capacity.

((Contractors" - Any person or otgzrization that contracts directly or indirectly with the company for the supply of goods r>r sewices causally related to the company's operations.

"Efl'ective 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 Sierta Leone 6of32 k "Encumbrances" - 4"y pledges, liens, chirges, assignments, assessments, securiry interests, tide retention, mortgages, restrictions, tide defects, rights of ways, options or adverse claims from any person or orgarization ciaiming rights to the lands assigned by the Government of Sierra Leone for the development of the factories.
^ny "Environment Protection Agency (EPA)" - the Goverflment :.genc)/ tasked rvith the responsibility to provide for the effective protecdon of the environment and fot other related matters.

"Extension of Term" - means to add to the length of time specified in this Agreement to continue with its exiiting terms, or modifications of such terms.
^ny "Force Maieuret'- are unforeseeable events, circumstances or causes beyond the reasonable control of eithet party to this r:\greement with sustained disruption of the operations and performance of the Company.

('Inr.estment" - means any annuity, tfust, or ctistodial account holding regulated investment company 'stock or assets, established in accordance with the .laws of Sierra Leone, in which the assets are held for investment pu{poses.
'(fnr.estment Plan" - The PIan, hereirf included as Appendix - to this Agreement, which provides details of the factory construction, machinery installation, staffi.ng and production targets of the company.
('Parties" - GOSL and IMS Group (SL) Limited 7of32 k "Ptr-,duction" - Any or all the following, when carried out by cr or behalf of the company: processing, distributing, marketing arrd selling of flour, soft and natural iuice and its derivatives; and all other operations of the company incidental to, arising ftom or diiecdy related to the design, installation, operation and maintenance of factory infrastructure.
('Subcontractor" - Ary person or organization contracted direcdy or indirecdy by a contractor of the company to cause to nr:oride some portion of the supply of goods or services causally related to the company's operations.

ttTaxes and Duties" - refetences to t'tax" and'"duty" includes all present and future taxes, charges, import duties, levies, excise, or withholdings of any kind whatsoever ot any othet imposition by GoSL, having the effect of z tzx.
The Company refers to undertaking activities/services pursuant to this Contract Agreement including its successors and assigns and rvherb the context so permits any company or person sub-contracted by the Company to prgvide undertakes activities/sen'ices.
"Work Plan" - The defined activities and indicative timelines (rereinafter referred to as ihe "\WORK PI-AN') as attached in Annex A for achieving the Construction dnd installation Production and distribution processes in accordance with the tr:rms of this Agreemeot.

8of32 fu' ARTICLE 2 PARTIES TO THE LGREEMENT 2 Parties l-h: parties to this Agreement shall be tlie Government of Sierra Leone (GOSL) and IMS Group (SL) Limited.
ARTICLE 3 TERM OF AGREEMENT 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.
Thereafter, this Agreement shall continue in effect vrith respect to renewal provided for under Article 3.2, and shall be subject to the termination provisions and all other terms and conditions hereof; '-5.2 Extension of Term Six r-nonths 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 both parties may Lgree.
\Xhere the term of thls Agreement is not extended pursuant to this Article, the company shall continue .

its commercial production ^t targeted levels for remaining term period.

Nonvithstanding any extension that may be agreed upon by both parties to the Term of this Agreement, this Agreement is, and rvill always be interpreted as, a fxed term agr.eement and not an indefinite term agreement.
9of32 tu GP.ANTING OF CONCESSION S RIGHTS ARTICLE 4 Urihealthy Competition and Protection from Competition 4.0 The GOSL's Obligations 4.1 No Fori:ign To support the "Made in Sierra Leone" Concept in line with the Local Content Policy, Government shall apply all reasooable endeavours to provide the conducive environment to supPort rhe Company's efforts, especiall)r p^rotection from unhealthy competitions with foreign dumped products through some measures that include tariff protection.
4.2 Production Rights The GoSL hereby grants the company the right, in accordance with all applicable Laws of Sierra Leone, to engage in: i.

The purchase and processing of wheat flour, soft drinks natural juice and other related food products; n. The development of agent networG for the purchase and sales of wheat, rii.

'Ihe rvhoiesale distribution of wheat (""1y) in the domestic market and, where necessary, to export to other countries.

iv.
iv.

Market, distribute and sale of varieties of soft drinks, fruit juices and cigarettes and where necesdary to export to other countries.

4.3 TariffProtection Government shail implement a tanff regime conducive to rrrovide comparative advantage to the Company from foreign products dumped locally.
5.0 The Company's Obligations 5.1 IMS Group (SL) Limited shall exclusively undertake and own as property, the proiect to construct, develop and establish 10 of 32 & tl-re infrastructure and install and operate a facthty for cement production, packaging and distribution.

5.2 IMS Group (SL) Limited shall undertake to comply with provtsions of all laws, especially Labour and Social Security l.as,s for the recruitrnent and employment of staff.

The .

-]or.

"rpan1, is also committed to employ a grcater.


proportion of Sierta Leonean staff for jobs not requiring high level technical expertise, whilst providing the r'equiiite cin the iob training of pcrsonnel.

5.3 IMS Group (SL) Limited shall develop a policy and set up a system to protect workers against occupational hazards, accidents at work ind other health risks in consonance with rnplicahle 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 IMS Group (SL) Limited shall undertake to have an Insurance Policy to cover Ivfanagemeht afid Staff treatments for occupational hazards and accidents.
5.6 IMS Group (SL) Limited shall undettake to impot 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 Agteement.

.

5.7 IMS Group (SL) Limited shall fi.rlly comply to undertake and complete all Environmental Assessments and other telated obligations requked by the GoSL.
11 of 32r W 5.8 IMS Group (SL) Limited shall be entitely committed to its investment bonds, and funding of its projects, with its own capital using bank loans where necessary.

5.9 IMS Group (SL) Limited shall ensure conformity to hlgierre and safery regulations whether subcohtracted or designated Agents working on site.
"vith ARTICLE 6 T THE COMP 6.0 GoSL agrees that the following tax trea'tments shall apply to and in respect of IMS Group (SL) I4mited, provided that they shall only apply and rernain to be the direct benefit of the Company, and not its reiated 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 e4clusively for its manufacturing purpose.
6.1 Personal fncome Tax fot Local Emplojtees All local employees oi the Company are subject to Pay-As-You- Earn (PAYE) Tax consistent with Patt I of the First Schedule of the Income Tax Act 2000 (as amended).
6.2 Personal fncome Tax for Foreign Employees Income earned ftom a source in Sierra I.rone by foreign nationals shall be subject to the riquiri:ments for tesidency provided for in Sections 10-13 of the fncome Tax Act 2000 (as amended), fot which the tax shail be aL the rate of 25o/o SanII 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 emp loyment exceed 183 days, the normal PAYE schedule wili be the applied in'computing 12 of 32 A ft Personal Income Taa liability, consistent urith Sections 776 to 1.23 of the Income tax Act, 2000 (as amended).
6 3 Corporation Tax ijursuant to Section 48 of Finance Act,2073, the Company shall .,c,:irtided to a corporate tax relief for a pedod of 5 (five) years, starting upon ratification of this Agreement by P4rliament.
l-oss incurred by the Company bach year shall be offset and carded forward for adjustment againit any future income for a period not exceeding Ten (10) years to its ncome 6.4 lYtithholding Taxes on Payments to Contactots ihe Company shall withhold taxes from payments suppliers and other-contractors in accordance with the I Tax Act 2000 as amended Horvever, upon written application to the Comrnissioner- General, the company shall be granted a withholding tax exemption for the services of highly skilled experts whose sen ices are not readily available in Sierra Leon'e subiect to an approved scheme for skills transfer to 'Sierra Leoneans, ccrrsistent with the provision of Section 49 of Finance Nct2022.
6.5 lYithholding Tax on Diuidend Payments The company shall withhold tax bn dividends prid to shareholders in accordance with the Income Tax Act 2000.

6.6 lVithholding Tax on Intercst Payments The Company shall withhold taxes on interests at the rates p.rericr-ibed in Part r\/ of the First Schedule or Part II of the Second Schedule of the Income Tax Acq 2000 (as amended).
13 of 32 ^( & e.t Advance lYithholding Tax on Imports 'l'he Company shall be entided to exemption from the payment of five-and-a-half (5.5%) withholding tax on the CIF value of tlreir imports subject to Section 1,74 of the Income Tax Acg l0o0 (as amended)".
6.8 Capital Allovtances The Companyr 5lrr1 be entitled io capital allowance deductions tzte of forty percent (40W, twenty percent for depreciation at (Z0o/o), twenty percent Q}W and twenty percent Q1o/o) for the first, second, third and fourth years respectively on all plant, machinery, and equipment, consistent with Section 39 of the Income Tax Act,2000 (as amended).
^ 6'.9 Import Dury on Plant Machinery and Equipment The company shall, for a period of (5) years, commencing the Effective Date of this Ageement, be exempt from import duty on plant, machinery and equipment, and other high end construction materials required for set up and development of the project, subject to subrrussion of Bill of Quantity to Ministry of Trade and Indusul, and Ministry of Finance" ii.1l Intportation of ruw material and packag'ing Material Company shall be entided to an exemption of ravr materials and packaging materials for a period of tfuee (3) years and thereaftet to a reduced import duty rate of five (5) percent for raw and packaging materials commencing the effective date of this Agreement.
6.11 ECOWAS Lery 14 ot 32r k Cornmencing the effective date of this Agreement, IMS shall pay ECON7AS levy on its imports, as applicable.

ri i?

G:tods and Seruices Tax -i'lie cornpany shall be subject to Goods and Services Tax in accordance with the Goods and Services Tax Act 2009.

6.

13 O ther AJlowable Ded uctions The Company shall claim deductions against chargeable income in an amount equivalent to the following percentage expenditure: ' a.
Actual expenses incurred in respect of environmental and social impact mitigation andf or environmental protection and restoration - one hundred percent (1009/0.

b.

Cost of educatin g and/or training citizens of Siera feone and who are full time employees of'IMS Gtoup and part time employees of IMS Group but bonded to the Company on completion of such training and/ or education.
Education or training shall not include primaq, or secondary school education and shall be relevant to the employment of the trainee concerned and include on-the- iob training and shall include one hun&ed percent (100o/o) of the wages of an employee serving an apprenticeship course approved by GoSL.

- c. Any expenses incurred on research and development by the Company up to the extent of profits of the same year the expenditwe is made - one hun&ed.
percent (1007"); but any unclaimed amount shall.not be available for future deductions.

15 of 32 & I I L L I L L L L t t t L L rl.

Anv cxp€nses incurred on the training of local staff in an ;rpproved training course conducted by the Company up to thc cxtcnt of profits of the same year the expenditure is made - one hun&ed percent (1007o); but any undaimed lnrourlt shall not be available for furure deductions.
c. :\ny cxpenscs on social service-s, such as the building of schools and hospitals, and any inveitment that is outside rhc scope of the original investment and which would be also arailablc to the general public for use ftee of charge, trp to the extent of proEts for the purposes of the Income 'Iax Act 2000 - one hun&ed percent (10070);.

l-.
l-.

jlhc acrual cost of the remuneration 'payable to any phvsically or mentally disabled employees, up to the extent of the profits of the year in which the expenditute is made; but any unclaimed amowrt shall not be available for future dcductions (20004".

g. 1U0% of any expenses on promoring exPort of the Company's products.

6.

14 Non-sta biliza tion 'l'hc company shal!

ftom time to time, pay all other taxes not covcrcd by dris Agreement''.
6.I.i Pcnsion and Social Secudty Contributions r\ll l<>cal employees of IN{S Group shall be subject a pension contribution in accordance with the National Social Secudty and Instrrirnce'frust Act, 2001.
16 of 32 l- I I t L t t I I t T I I I I I I I I I I I ARTICLE 7 CONDUCT OF OPERATIONS 7.0 l'roduction Activities Subjccr ro the Terms of this Agreement and applicable Laws of iirr' , Luorr(, llre Company shall cngage in the purchase of raw rirar,'rials ior flour, soFr ddnks and natural juice and other food proclrrcts and opcratc its business in accordance with established pror.luction standards and prudent business practice.
1.1 't'hc Cornpanv shall engage in thc producdon, packaging, clistribution and s'holc sale of flour, soft drinks and natural juice arrrJ ,>tlrcr food related products domsstically, and shall export to othcr counlrics rvhere domestic needs have been met.

7.2 !
7.2 !

'erformance of Initial Investment Obligations Within 6 mondrs of thc Effective Datc, tlre Company shall inr.cst in full rndustrial manufacruring plant that has the capaciw to produce the range of products listed in this Agreement, and in rlre respcctive targeted volumes, For claricy purpose, thc thctorf is expectcd to process up to 200-300 tons of flour, soft clrirrl<s and natural juice and other food pcr business day.
7.3 If s,ithin 12-18 months from the Effective Date, the (.ornnanv fails to use reasonable efforts to have a full functional nranuthcruring plant opcrating in the countrfi it should notift the ()oSI- why it failed to meet such performance obligations, If u'ithin 24-30 months the Company fails to achieve commercial procluction levels of outpuq the Govemment may by notice in s'ritin.q to the Compan1,, inform the Company of its intention to tcmrinatc this Agrcemcnt.
1.1 Domestic Sale of Products A 77 0f 32 {" 'lo the exrenr that thcre is sufficient and effective demand for rhc ccnrcnt rnanufactured by the company in Sitrra Leone, the c()nrpanv shall sell to rhe domestic market all or the amount of flour, soft drinks and natural iuice and other food required from its producur:n. Wherc it is determined that the production .
:r1r;rlirr o[ the factory exceeds volumes requircd by the tlr>urcsric nrirrket, the company may ex$ort an arnount not more tharr its sxccss ourput to other countries.

7.5 Notwithstanding Clause 7.4 the Company shall be rcsrrictcd to limit the export of irs products to not more than 40 pcrccnt (4070) of its total production in any given period.
7.6 Purchase of Raw Materials , i1c C(,mpany may establish an Agrcemcnt to have the non- u.xclrrsivc right at ell tirnes to purchase without limitation, semi proccsscd products as raw materials from Sierra Leonean as suppliers, in line with the Local Content Policy Act of 2016 and othcr applicablc laws.

ARTICLE 8 EMPLOYMENT AND TRAINING 8.0 Employment 1'hc Cornpany's employment pmctices shall conform to the cxisring Lau,s of the country.
In no case shall the Company krlo\\:ingly, aftcr reasonable enquiry,-hire non-Siera Leoneans for unskilled positions, unless subject to Section 50 of Finance Act,2021.

A 18 0f 32 & 8.1 The Company shall, for the employment at all levels in financial, accounting, technical, administrative,' sup ervisory and seniol lnanagement positions and other skilled positions, give preference to qualifi.ed Sierra Leoneans who meet the minimum requirements and expectations of the company.
8.2 Where the company is unable to hire a Sierra Leonean to fill rnv position rvithin a reasonable time, the Company shall provide to the GoSL proof that it extiaustEd aII possible options and rvas unable to attract qualified Sierra Leoneans who meet the minimum requirements and expectations of the company.

8.3 The Company is required to meet a1l'of the minimum critcria detailed in'the Companies Act, 2009 and follow the process and procedures outlined therein.
8.4 The Company is fully responsible for following and dernonstraring, through documented procedures that they have complied with the requirement detailed in the grldelines.

In the case of subJeasing or the sale of one investment to another, responsibility for compliance is transfered to'the sub lease/new ourner(s).
8.5 The Company must submit on an annual basis its audited balance sheet and income statement,'prepared in accordance u,ith International Financial Reporting Standards, as well as any required national sthndards, to the relevant stakeholders including the Ministry of Trade.

8.6 The Company shall develop a Corporate Social Responsibility (CSR) plan based on an assessment of community needs in consultation r.vith EPA.
19 of 32 M 8.7 The Company shall provide' feabible timeframes for implementation of its agreed CSR responsibilities, which wili be agreed upon by all stakeholders.
8.8 The Company slrall submit semi-annudl progress reports on its project, based on a predetermined monitoring plan; GoSL representatives rvill conduct periodic and' on the spot monitoring visits, as and when necessary 8.9 The Company shall sup;rort the growth of Small and Medium Enterprises through targeted procurgment promote employment of Sierra Leoneans at all levels in-managements.
8.10 The Company shall develop the hrrrnan and institutional capacity of Sierra Leoneans through training and transfer of knorvledge and technology.

8.1.1- The Company shall adhere to the Environmental Prorection Agency Act 2008 (and amended), and other envi-t'onmental tegulations developed by GoSL and in line with Tntcrnational best practices.
8.12 Training For the purpose of 7 .7 above, in addition to'providing on-the- iob rraining, vocational training and'other measures necessary and reasonable ro achieve its employment objectives, the Company shall use reasonable efforts and resources to provide training for it Siera Leonean employees with a view to qualifying them for the positions described above and as requited by the Company's operations under this Agreement.
20 ot 37 & I t , L L L t l L t I I I ARTICLE.9 PERMITS 9.0 Pennits fssuance 'l'hc GoSL shall endeavour to proccss hnd issuc to IMS Group (SL) Limited all permits, licenses, and other proper autlrorization or permission-related documents and the colr'll)anlr shall.

at its sole cxpcnsc, be rcsponsible for obtaining rnd maintainir:g during the term of this Agreeinent, all permits, liccnses, and other propff authorization or permission-related .iocumcnts rcquucd for thc pcrformance of this projcct.
(ioSl- unclcrtrkes rhat, should IMS Group (SL) Limited (or anv othcr person taking part or parricipating in the project), at arn' drnc, bc rcquircd to obtain any further permit or other rrutlrorizarion or permission-related document in connection s'itlr itsclf, its activirjcs or thc projcct (or any part of the prof ect), ir shall takc all nccessary steps to -cnsurc such permit or authorization is issued forthwith provided that the Company or, as thc casc mav bc, such other person complies with all reclriircmcrrts of drc Larvs of Sicrra Leone in relatjon to such pe ;:nr its or autl, orizations.
9,1 Revocation of Pcrmits 'fhc GoSL agrccs that any permit or other authorization issued to the Company for the project shall not be amcnded, changed, canccllcd, terminated or revoked, unless ii is in accordance vith rhc l-arvs and ltegulacions governing its issuance 9.2 Breach ofpermits lf IMS Group (SL) Limited, or other perdon(s) to whom it u,as issucd fail tci abide bv any tcrms of any permits or l ztottz K\ W T lr i- IL rur:thorization, GoSL (or any relevant official or public authoriry) nral' exercise any powcr pwstrant to the Laws of Sierra Leone in respect of such failure.
However, GoSL agtees it will not (and till t'rrocure that no official or public authority will) exercise any such porvcr rurless the Compan,v and such other person(s) shall spccify for this purpose have fust been given minimum statutory period of notice (the Notice) of iuch failure and given thc opportunity, and failed within a reasonable period of time after receipt of such notice, to recti$, remedy or cure such lailure rrnlcss, in dre opinion of GoSL acting r-easonably, there is a significant risk to life or the environment.
I[ thcrc is a significant dsk to Iife or the environment, GoSL shall'be enritled to suspend thc rclevant permit or authorization for the minimum period of time rvhich could be anticipated as bcing rcasonably necessary for en organization which is competent, experienced and efficient to preyent such risk occurring.

For the purpose of this paragraph, ireasonable period' ncilns rrt a minimum period as contained in a statutory iustrument of notice from date to delivery bf the notice.
ARTICLE 10 FORCE IEURE 10.0 The panics to this Agreement shall not be in breach of the 9.1 Asrccment, nor liable for delay in performing ot failure to pcrform any o[ its obligations under this Agrecment if such delay or failurc is because of a Force Maieure 10.1 Forcc l\'Iajeure arc unforeseeable events, cfucumstances or causes beyond dre rcasonable control of either parry to this k 22 ot 32 t t L I L i L I l Agrccmcnt rvirh sustained disruption of *re operations and pcrf<rrn,ance of the Company.
1().2 A force maieure event shall include but nor be limited to :rrr\' (:\-cllt as Iistcd belorv: 10.2.1 IVatural Force Majeurc event i ii iii Fire, explosion, lightning, earthquake, landslide, srorrns, scvcrc rvclthcr conditions, volcanic eruption, meteorites or othcr natur:tl disasters or acts of God; Epidemic plaguc or quarantinc; Serious accident, bteakage bf facilities, plant or equipment, structural collapse or chemical contaminttion; 10.2.2 Political -Force Maieurc event rvar initiatcd bv GOSL or otherwise affccting Sicrra Lconc, politically motivated r"iolcnce, sabotage, strikcs and industrial relations issues (other rcstrictcd to crnployces of the Company), terronsm, than those 10.2.-i If ar1 cvcnt is dcclared a Forcc N{.ajeure, thc term of thc Agrcemcnt shdl be extcnded by a period equivalcnt to the period during the Force N{ajeure, prorided that such period continucs for four (4) consecutive months, the company may tcurrinate rhis Agreerncnt by giving ninety (90) days written r-roticc to thc Gor.crnnlcnt.
23 of 32 k 10.2.4 The Ccmpany shall not be.
entitled to rely on Clause 9.1 unless it promptly notifies the GOSL in writing of the nature and extent of the Force Majeure event; 10.3 Could not have avoided the effect of the relevant event by takrng 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 10.4 Has used its best efforts to mitigate the effect of the event, to carry out its obligations under this agteement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
ARTICLE 11 ENVIRONMENTAL.
HEAITH AND SOCIAL ASSESSMENT 11.0 The Environmental License for the project will be granted to IMS Group (SL) Limited subjectto conditions only which are typical for an Environmental License, no Iater than the statutory period after the application is lodged unless: a. it is withheid for one or more iawful reasons which are obfectively reasonable for withholding such Environmental License under the relevant laws of 'Jee Republic of Sierra Leone, or b. IMS Group (SL) Limited environmental management plan (including the ESHIA) is not being implemented to a material extent.
11.1 IMS Group (SL) Limited will also be exempted from cl-rarging GST on sales of its products in drder to keep the product affordable t6 the local market, and thus allow the k 24 of 32 A. I T I t t L L L I L t L L t t t -t -t -t k t t proicct viablc and fcasible.

\Vithout such incentive, the product rvill not havc a competitive advantage locally and in the export market.
ARTICLE 12 EXPORT REVENUE All revenue derived from export must first be channelled through Sicrra Leone Banking before they are repatriated to any othcr bank of the investors choice this'is just a way to improve thc country's balance of payment position.

ARTICLE 13 ELECTRICITY.

WATER OTHER UTILITIES WATER RIGHTS AGBEEMENT 13.

() GoSL agrecs to cnter into a rvater rights agreement'ilrith IMS Group (SL) Limited and shall be charged at a fixed rate pcr cubic mctcr.
The rate rvill be determined by the competent authoriry in accordance with prevailing rates for the year under revierv.

The stipulated pricc of watcr shall be adfusted in line *'ith inflation and/or other considerations every (sate year).

13.1 Elcctriciry rights agreement .

Elecrricir.y to be supplied by Electricitv Distribution and Supply Authority (EDSA) at favourable rates for the duration of the Proiect o No rcstriction on the amount of electricity to be consumed by the Company.
13.2 And rvhere the availability of power supplied by EDSA is nor sufficient enough and sustainability for the operations of the industry, the Company shall make use of stand-alone generators t<i provide po\\'er for the operation of thc industry.

25 of 32 A' w t _t -T _l _t _t L L L L -L L.L -L -t t L L t L t 13.3 Nonvithstanding Scction 13.0 of this.

Ageement, the C,''rr.

:Pan), slrall bc subicct to monitoring, Iicensing or shut down rc:rprirerrrcnts of thc Electriciry Disuiburion and Supply i\utirolty.
ARTICLE 14 CHANGE TN LAW 14.0 If anv larv applied in Sierra Leone comes into effect or is aurr:ndcd, modificd, rcpcaled, rvithdrarvn or replaced (a Change in ]-as,) t'hich has a material adverse effect on the ability of IMS Group (SL) Limited its contracors, sub-contracors, any sharcholder or funder to perform their respective obligations uudcr any document relevant to the developmeng operation or fundrng of thc Proiecr or the cost of or retwn ftom so doing aftcr taking into account the effects associated directly and cxprcsslv with an,v such Change in Larv, then GoSL undertakes to srant to drc Proiect, IMS Group (SL) Limited its corltractors, sub-contractors, the shareholders and the funders any cxemption or liccnse or othcr authorjzation necessary or desirablc to ensure that such interesg rights, obligations and ccouomic rerurn are not materially advercely affected.
If there is a disputc bcnveen the Parties in relation to whether the Change in Law has dre effect descdbed above, it shall be referred to the arbitration procedure as agreed and set out in the Agreement or PPA, once the agreement is in full forcc and force and prior to rhe drtc as sct out in this Agreement.
.ARTICLE 15 NATIO I XPR 15.0 Thc GoSL agrees that it rvill not, nor attempt to, nationalizc, cxpropriate or confiscate all or any Part of the assets or rights of IMS Group (SL) Limited, its sub-contractors or their respective contractors or any other party to the documents- 6of32 AI N relevant to the development, operation and .funding of the project or the share capital of the Company other than based on full compensation (rncluding Ioss of pro8t) to the affected parties, including an amount not less'than'that required to repay ail principal, interest, fees, costs and expenses, amounts outstanding to the funders under or pursuant to the funding documents.
i5.1 Each Patty conftms that it'does not intend and will not engage in any illegal activity and IMS Group (SL) Limited agrees to take reasonable steps that its shareholders affiliates and its expatriate employees also do not do so.

15.2 Being a strategic project in Sierra Leone, IMS Group (SL) Limited agrees that it will comply with all national standards; enr.ironmental protection and health and safety as required for tire typc of activiues carried out undet these Projects.
ARTICLE 16 EXPATRIATES 16.0 The GoSL agrees that fordn employees (including immediate famiJies) of the Company and its contractors and sub-contractors shall be entided to: Enter, Ieave, and reside in Sierra Leone for the purposes of the Project.

i5.1 Work in Sierra Leone (except immediate families who are not empioyed by the Company).

L6.2 Opt out of NASSIT pension contribution'consistent with the NASSIT Act.

1,6.3 Shall pay personal income tax, work and residence permit consistent with existing laws.
27 of 3?

tr 16.4 Bring in or import and to export following or in anticipation of the termination of residence or wotk, such personal and household effects.

16.5 Sell within Sierra Leone any such household goods or effects brought in or imported to Sierra Leone, subject to applicable sales duties f taxes.

i5.o GOSL warrants that all relevant officials or public authorities shali deliver without delay all documents, permits and licenses to effect above agreements.
ARTICLE 17 EXCHANGE CONTROL AND INVESTMENT PROMOTION ACT 17.0 Ail inflows and outflows of foreign exchange shall be done through the banking system in compliance with the exchange control 1.965 and the Anti-Money Laundering/Countering Financing of Terrorism Act,2012 (AMT/CFI).
^ct, 17.1 The GOSI agrees to procure that the Cenual Bank shall agree at all times (whether by reason of such actions being compliant with the Exchange Control Regulations or otherwise) that the Company, its shareholders, its financiers, funders to afly document relevant to.the development, operation and funding of the Project shail be entided to: 17.2 Receive and make payment in accordance with the relevant document, including outside of Sierra Leone in foreign curency.
17.3 Convert Leones to foreign currency and remit forergn currencv outside of Sierra Leone.

2a of 32 x 1.7.4 MaintaiR Leones and foreign cuffency bank accounts inside and outside of Sierra Leone, deposit, retain and deal vrith Leones and foreign crurency utilizing such bank accounts.

17.5 ltepatriate earnings andproceeds of sales cif assets 17.
(r Allorv expatriate to repatriate earnings 1.1.7 Convert or transfer funds associated with iovestments, including remittances of investment capit4l, earnings, Ioan repayments and lease payments 17.8 GoSL in accordance with applicable lauz 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 Project at the official exchange rate.
12.9 GOSL in accordance.with applicable law warants that all relevant officials or public authorities shali deliver, without delay, all documents, pemits and licenses requfued to effect to the abcve.

I LE 18 I-AND AND LAND LEASE AGREEMENT The GoSL guarantees to facilitate ptovide the Company with the area of land needed for the Project extension when the need arises.

GOSL will facilitate the lease of the land identified demarcated and approved for use by the Company at the cost of the Company.
ARTICLE 19 29 of 32 k t t T 1 z L tL i I I l- i L I L L L L t t CONFID TIALITY 'I'hcse discussions and all matrers regarding the Company's potcrrtial Projecr ro be kept confidential.

GoSL to agree that any clispurcs rcgarding *re Ptoiect will be arbiuated first under rhe larvs o[ Sierra Leone and under the rules of the Intemational Ccntte for Se tdement of Investrnent Dispures if dissatisfied with thc first ruling.

ARTICLE 20 DISPUTE RESOLT]TION.


20.0 'ftis Agreement is governed and shall be construed in accordancc vith the larvs of the Republic of Sierra l,eone and is intcnrlcd to be binding on the parties.

20.1 'I'his Clause applies to any claim, dispute or difference of anv liind benvecn thc parties arising out of or in connection with rhis nrcmorandurn (" "Dispute"),' Thht includes without lirr:irarion, 2n1, qucstion about the Agreements existence, validity or tcrmirrarion.
20.2 AU disputes shall be teferred to and fltrlly tesolved by arl-ritradon beforc arbiuators under the Rules of the Intci'nar.ional Centre for Setdement of Investment Disputes ('lCS') frorn time to time in forle.

2C.i llach party 5!1211 nominate an arbitrator in the Request fot Arbirrarion, or answer, not later than 14 days after service of a s,rinen request by cither parcy to do so.

The parties must then scck to agree on and nominatc a third arbitator to act as chairman.

l0 oF 32 K 'k I I t L t !


L I L I .lt).-i 'l'irc pLocecrlings shall bc conducted -in the English ianuua.gc.

All documents submittcd in rhe arbiuation shall be in thc llnqlish languagc.

ll0.

:-r Nunc of thc partics may appeal to any court on a question of la'u,' arising out of an award made in the arbitration.

The plrties irrerocablv rvaive any dghts of appeal they might , riin'l'rt'isc lrlrte hlicl, "l).
(r 'l'hc us,ard shall be final and b+ding on the parries or anvone claiming through or under them and judgment rendered on (hc a'*'ard may be entered in any court having jurisdiction or application may bc made to such court for judicial acceptance of tlrc'al'ard arrd an ordcr of enforcemcnt.

2(1.7 GoSL irrevocablv and unconditionally, (.)


Acknorvledges that thc cxccution, performance and dclir-ery by each party of this Agrecment shall constitutc a private commcrcial uaniaction cntcred into entirely in its commercial capacity.

(b) Agrees that should any other party bring legal proceedings agarnst it or its assets in telation to this .

;\greement, no immunity from such legal proceedings shall be deemed to include without limitadon, suit, and attlchment prior to judgment.
K 3l of 32 k AAIQrE2Z GOVERNANCE STRUCTURE IN WITNESS WHEREOF this Agreemcnt has been executed bv dulv authorised representatives o[ the Parties hereto on the clar'.

monlh lrnd lcar firsr lrbor-c rtu'ritrcn.

SIGNED SEAIED AND DELMRED firr and on behalf of the Govemment of Sierra Leone ward Hinga Sand Minister of Trade and Industrv Date: .

2023 SIGNED SEALED AND DE IVERED FOR AND ON BEHALF O ouP (sL) LrMrrED.

Itirtt ^lloltscrt Chief Executive Officer D. O"I .


2023 ?Date flr \\Iitnesscd OS )lr;\llic ()ssich ( lt'r1t't':tl \ I:rrt;u,.

r ?o.01 l)l tc 32 o!

32 ) l.i