FINANCIAL YEAR;
(C)
FINANCIAL STATEMENTS OF THE SUBSIDIARIES FOR
EACH FINANCIAL YEAR OR FINANCIAL QUARTER, AS THE CASE MAY BE, PREPARED IN
ACCORDANCE WITH IFRS (AND PRESENTED IN US DOLLARS) AND IN A FORM REQUIRED BY
APPLICABLE REGULATORY AUTHORITIES, WITHIN FIVE DAYS OF FILING WITH SUCH
AUTHORITIES;
(D)
WITHIN THREE WEEKS AFTER THE END OF EACH
MONTH, MONTHLY MANAGEMENT REPORTS IN A FORM AGREED BY THE SHAREHOLDERS; AND
(E)
SUCH FURTHER INFORMATION AS EACH SHAREHOLDER
MAY FROM TIME TO TIME REASONABLY REQUIRE AS TO ALL MATTERS RELATING TO THE
BUSINESSES OR AFFAIRS OR THE FINANCIAL POSITION OF THE COMPANY AND ITS
SUBSIDIARIES.
11.4
SUBJECT TO APPLICABLE LAWS AND REGULATIONS, THE
COMPANY AND EACH OF ITS SUBSIDIARIES SHALL:
(A)
MAINTAIN ACCURATE AND COMPLETE ACCOUNTING AND
OTHER FINANCIAL RECORDS AND SHALL PROCURE THAT SUCH ACCOUNTING RECORDS ARE,
DURING NORMAL BUSINESS HOURS, AVAILABLE FOR INSPECTION BY EACH SHAREHOLDER OR
ITS RESPECTIVE AUTHORISED REPRESENTATIVES; AND
(B)
PERMIT EACH SHAREHOLDER OR ITS RESPECTIVE
AUTHORISED REPRESENTATIVES REASONABLE ACCESS AT ALL SUCH TIMES AS MAY REASONABLY
BE EXPECTED:
(I)
TO CONDUCT AN INDEPENDENT AUDIT OF THE ACCOUNTING AND OTHER
FINANCIAL RECORDS OF THE COMPANY AND ITS SUBSIDIARIES;
(II)
TO INSPECT THE PREMISES OF THE COMPANY AND ITS SUBSIDIARIES; AND
(III)
TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF THE COMPANY AND
ITS SUBSIDIARIES WITH THE SENIOR MANAGEMENT TEAM, OTHER EMPLOYEES AND
CONSULTANTS OF THE COMPANY AND ITS SUBSIDIARIES, THE AUDITORS AND THE ACTUARY.
11.5
THE COMPANY SHALL PROVIDE THE SHAREHOLDERS WITH
SUCH INFORMATION AND ASSISTANCE AS NECESSARY TO ENABLE THE SHAREHOLDERS TO
PRESENT THE COMPANY'S ACCOUNTS IN ACCORDANCE WITH GAAP.
11.6
SUBJECT ALWAYS TO APPLICABLE LAWS IN THE TERRITORY,
THE COMPANY AND ITS SUBSIDIARIES INTEND IN GOOD FAITH AND TO THE BEST OF THEIR
KNOWLEDGE TO VOLUNTARILY OPERATE IN ADHERENCE WITH, AND TO IMPLEMENT SUCH
PROCEDURES DEVELOPED IN CONSULTATION WITH THE SHAREHOLDERS DESIGNED TO COMPLY
WITH, THE ECONOMIC SANCTIONS AND EMBARGO PROGRAMS ADMINISTERED FROM TIME TO TIME
BY THE OFFICE OF FOREIGN ASSETS CONTROL OF THE UNITED STATES DEPARTMENT OF THE
TREASURY, AND UNITED STATES GOVERNMENT REQUIREMENTS WHICH PROHIBIT DEALING
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WITH ALL SANCTIONED, DEBARRED, DENIED OR UNVERIFIED PERSONS AS SET FORTH IN
UNITED STATES GOVERNMENT LISTS PROMULGATED BY THE UNITED STATES DEPARTMENT OF
COMMERCE AND THE UNITED STATES DEPARTMENT OF STATE.
11.7
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES NOR
ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES SHALL MAKE, OR OFFER TO
MAKE, ANY PAYMENT OR PROVIDE ANY OTHER ITEM OF VALUE TO ANY GOVERNMENT OFFICIAL
IN ORDER TO OBTAIN FAVOURABLE TREATMENT OR TO BENEFIT THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR IN ANY WAY ASSIST THE COMPANY OR ANY OF ITS SUBSIDIARIES IN ITS
BUSINESS.
12.
INTELLECTUAL PROPERTY AND SERVICES
12.1
THE COMPANY SHALL HAVE THE SOLE OWNERSHIP OF ANY
AND ALL INTELLECTUAL PROPERTY RIGHTS SAVE FOR SHAREHOLDER IPR IMPROVEMENTS (AS
DEFINED BELOW) CREATED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES (THE JV IPR).
THE COMPANY SHALL TAKE ALL REASONABLE STEPS TO PROTECT AND MAINTAIN THE JV IPR.
12.2
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