Divisior PlantiMiine: Physical Address: Postal Address: Facsimile Number: Email Address: HEALTH SAFETY ENVIRONMENT AN! AGREEMENT GLENCORE OPERATIONS SOUTH AFRICA PROPRI Registration Number 1997101799807 Rogistered/Full Name: GLENCORE D COMMUNITY OHS ACT Between [ETARY LIMITED Alloys 4 Floor 29 Melrose Boulevard, Melrose Arch, Merose, Johannesburg Suite 19, Private Bag X1, Melrose Arch, 2076 011 250 0001 richard.ward@glencorecoza (nervinafter refered to as "Glencore") and Seapara Mining & Construction | Registration/identity Number: Postal Address: Facsimile Number: Email Address: Trading Name: Physical Address: ‘Seapara Mining & Construct 2012/182268i07 (04 Naboom Plek Geelhout Park Ext 4 Rustenburg 0300 (04 Nabeom Plek Geelhout Park Ext 4 Rustenburg 0300, NA ngoakotsa@gmailcom (hereinafter referred to as “the Contractor’)WHEREAS Gl Contractor shall undertake the work in question: et ee [AND WHEREAS the Parties have agreed to regulate their responsibil ut below. NOW THEREFORE THE PARTIES AGREE AS FOLLOWS: INTERPRETATION rience 37d 4 12. The headings of he paragraphs are for shall not be used in tha interpretation of nor modify Noe ‘any peregraph hereof. Unies a contrary rood * a respect of HOC OF” sere or 28 te uae a oo of this yreement OF mr med “amplify the terms of ti ee any Words importing ~ ey 14 143 the folowing term expressions shal ha 12. "Aarooment” ” ‘be amended from | 122, "Post pra 123 124 125. 126, 127, 128 1. any one gener inde the oer aendes: 2: the snglr nud tne pra and oe verse = re ran ee aarti) and te Site ad 0? VSS ee 4 tam hereunder and 20 «sal have the mearings 260 crak Papending meanings: =e) or win tsa asec ens tis agreement. 198 tine ote seated enites (orPerate J the most son tat provide ' sptable np al35 787 te environmental option mean 5 cicaleomironmentl CHEE ronment as aol 8 cos 2252 ee Fate cot Oa owe 0 ene ste te society, inthe ng fe -pusiess Oy’ neon any caoaran a SVG in South ica: pata subject eal hve be mearng aurbed 0 S22 the ECT soearnental Gulsne Documents and Standart the White Paper on ‘Devas tudo and este Manageret in SOU ‘dated May 2000, Minimum negate ee Harling, Ciasicaton ard DEP! Hazardous Wastes, eget mans for Wait Monéoreg at Waste Menagerie Facilties and Mima Reurerens Vite Disposal by Landi (second edion 1898) 25 ira ear totine, nso as they ae appeal to the crcumsiances mis and Transactions Act No 25 of 2002; ‘sunday or official pubic holiday Act “ECT Act means the Electronic Communicator smpoyes" means a he Contactors emp enters enpoyees, agents, representatives, sub contractors and any other person present at the premises as 4 of the Sense nea ee “Environment _Emironment oar to rng iin hih naman ox and that are made {Bele an ate and amore fe ear ico gars plant and animal ination ofthe aforementioned and the interelaionships among129 1.2.10 4.2.11 12:12. 12.13, 42.14. 1216, 1.2.16 1.2.17. 1.2.18. 3 dnd tetweon them and he phys, hail asta ane curl peptis 2 onditons of the foregoing that nfuence human heath and welbein Environmental Laws” means the Environment Conservation Act No 73 of 1989, the Naloral Envronmertal Management het No 107 of 1885 the National Water Ret "2 236 of 1996 and any other lav, including the Minerals and Petroleum Resor Development Act No 28 of 2002 insofar as they regulate the protection of the Environment “Environmental Management Plan" means an Envronmentl Management Pla hat maybe requed in accordance wih condone i envfonmental permis, Foenses en oer authorisations issued in terms ofthe Natonal Environmental Management No 107 of 1998, the Envronment Conservation Act 73 No of 1989, the National Watet Act No 36 of 1908 of any ether lagisiation concemed vith the menegemert and ‘rotection ofthe environment or as defined in the Minerals and Petroleum Resource Development et No 28 o 2002 as apn fo manage and rehabilitate the environment impacts a5 a result of prospecting reconnaissance, exploration or mining operations Conducted under the authorty of a reconnaissance permission, prospecting right reconnaissance permit, exploration right or mining pert “Environmental Management Programme" means an Environmental Management Programme as defined in the Mineral and Petroleurn Resources Development Act No 128 of 2002 which applies to @ mine that operates in terms of @ mining right issued in terms of section 22 ofthe aforementioned Act, “Gloncore Supplier Code” means the Glencore Supaier Code of Conduct (available at httosy/ 0 iers) 2s amended from time to time, relating to tthical business practices, health and safely, human rights and the environment, ‘applicable to any individual, organisaton or compary that provides products or services {Gf whatsoever nature including contract workers) or eases materials, products or servioes directly to (or from) Glencore. Law’ means any national or provincial legistation including regulations, by-iaws or cther subordinate legislation, the common law, any enforceable requirements and ‘uidelines laid down by any authority "OHS Act’ means the Occupational Health and Safety Act No 85 of 1993 and regulations promulgated in terms ofthe Act, ‘Parties’ means collectively, the Contractor and Glencore, and any reference to "Party" shall be a reference to any one of them, asthe context may indicate; “Personal Information’ shall hve the meaning ascribed to such term inthe POPI Act pollution’ means any change inthe environment caused by substances, radioactive dr other waves or noise, odours, dust or heat, emited from any activi, including the ‘Storage or eatment of waste or substances, construction and the provision of services, ‘wheter engaged in by any person or an organ of state, where that change has an ‘verse effec on human heath or wellbeing or on the composition, resilience and productivity of natufl or managed ecosystems, of on materials useful fo people, or wil have such an effect in the future; “POPI Act’ means the Protection of Personal Information Act No 4 of 2013; \W4 ne fst C218 ctor netpe Cont 1.2.48, “premises' means the piantimine described in the description ei rr page ofthis Agreement andior any other premises of Glencore an Iran oder eae ew : vin 24 at of oerstion® “eg ontogeny uitation oF US: 1220, ‘Procossing: means ny operation rat ofS by automatic means, conceing Personal Inmate? ool 12201. the coteton reo e009. EN cons a modfeaton, sig ot eveva Of ape, sion, distribution Of 12202 seminion by meae of toast Gor gr cher means: inany oer for by lecro nee extoneresure 1.2203, merging, inne, Hocking 20 See cat anc Proven ral ave eS f Personal nomaton, and "roe means t emsronment and eorerunty by the Contrector: and en the Contractor commences the work atthe ompletion ofthe work and the removal 4.221, “HSEC' meens neal safety 22 work means the work Be exe | swork period” means the period fom 122, wet ecg al repartee he PrSjine Contractors equipment and Employees xraten oomnaon of is Arent sal ot let such ofthe provisions of his 13 ean ey oie yw operate alt a such exraton or trminaten Jaren rey ust conve to hae eft ater such expration termination, canting tat the prepraphe themselves donot expressly Provide for hs tho use of he word “neuding’, “noude® or any derivative thereof followed by a specific et ot examples shall ot be constued as liming the meaning of the general wording preceding wen any number of days is prescribed in this Agreement, same shall be reckoned exclusively : sisi ot a 8 8 ny whch ay, 116, _areference to any legislation or legsatve provision includes any enactment of, oF egslave provsion subsiuted for, and any issued under tha eilton or gislatve provision; and ae "tei of contain atin the ever anbiguty a contract shale interpreted again! he : a a be interpreted agai arenabonsbe fs dating or preparation of, shal not apply in the interpreta of te 2 puraTion This Agreement she Ths Aten ha enn in tae fe Pode bywreen agement sened Gos neY PF BE Canceled cng the 14, y statutory modification o re. Tules, regulations or notices3% oisact 31. The Contactor undetaes od warts hk 2.14. aati omg whe pvsons te OHS dt 3:12, acquaealits ples wh be proses andraqueens othe OHS At : nay ay wit 2413. va enange te nest neato any of la’ paves in 2 Crecing ew sndr tan fs nye af psa nh Emile and 3.1.4 accept responsbity fr complence with the dates, obligations and prohibition imposed bythe OHS Act. ntact sey zones he eens pace byte OHS Aton ary pen Who 9% agence: poses cpr ny aes ober a, ba Secor or ibarcs cmp we eaters re a utte ses Stale er cor rove tl ese or ctstares coma he escrbed ‘eutenen od udeais tat arer or enances ued nhs ecto fewer Cr bouche pemges wb ef ano ak heed pope 3.3. Wout derogating om he above undeakngs, the Contractor warrants and undertakes that ‘thal comply wth the folowing condions: 33.1. Prior to commencing the work th Contractor shal ensure thet it has identified ll hazards and rks aseccsod wih the work to be undertaken though a sutable rik assessment process and thatthe necessary contols andor precautionary measures shall be implemented in respect of such hazards ad risks throughout the work period 33.2, Ensure that the working environment for execution ofthe works safe and without sk the heath of ts Employees at al times in axde tals Employees can perfor thet duties witout endangering thei health and salty. 332. The work shall be performed under the close supervision of an employee of the Contractor wo i suably tried and instructed in respect of th wetk nd presence of the Contractor and its Employees atthe premises ineing all sks and hazards ‘associated therenith and wio hes authority o ensure tha the precautenary measures ‘andlor contol ai donn are implemented whore nacessary (Nerina refered o 98 the "tesponsible perso), The aforementioned responsible person shall ensure tata ‘acts are conducted in a safe manner. Ifthe respansible person is absent rom the ‘remises for continuous period of more than 48 FORTY EIGHT) hours, the Contractor ‘hal ensue that another person withthe requiste knowledge, traning instruction and ‘authoty ats inthe place of tre responsible person fr as long as may be necessary. Prepare, display prominenty and make easily voll tots Employees a writen policy ‘and cade of practice eating o health and safely sues. Ensure that it enfores safe wotk practices and that ts Employees shall be made conversant wth the contents ofthese practices Ensue that ts at all imes conversant wih and complies wih the OHS Act, and that ts Empioyees are fly informed, trained and supervised in respect ofthe responses, ‘set ou in and comply at all imes wth the requirements ofthe OHS Actst hat its Employees are provided with informal Necessary to enab hem to perotm th 3 8. Ensure ane Employes appointed execu the wat OTF ‘Complying with the provisions of the OHS Act. $39. Ensure tht at ts Employees are medical fl and hat the Employees utes reqited of them por other co medical ness is montored and examined at 299" ‘ane en Jo the work they ae to that ‘are to be taken and 33.10. Ensure its Employees are informed of the hazards attaches Perorm aswel asthe cons andor procautonary meas that they observe such controls andor precautionary” neaith and safety committee(s) 3.3.1, Ensure tat eat and salty esata) onder ea Se aque are appointed andor estabished as requis meetings ae held 3.3.12. Ensure tha alts Employees undergo suitable Waning in respect of health and safety oes ang emergency procedures pro fo commencing Wotk athe premises an Fee her eadtanal traning 2! regula intervals or when changes tothe working environment are made. 0 sur hat cert and suitable persona tele equipment and facts are mas 3 lt Enpyees ate sfamentoned prone ate stb trained in he ce eitenancs fra imitans eea and tat hey ize such equipment aciiios insduien areal te slxemenioned eqipment and facies areata ies serviceable and in a hygienic condition. 3.3.14. Ensure that no unsafe equipment, machinery, substances andior articles shall be used in the execution of the work andior at the premises. 3.3.15. Only make use of equipment and machinery that comply with the provisions of the OHS Act 3.3.16. Ensure that all health and safety incidents, accidents, health threatening occurrences ‘and serious iinesses occurring inthe execution of the work and/or at the premises are reported to Glencore and as required by the OHS Act to the relevant authorities as the ase may be and that Glencore is provided with copies of all witten documentation relating to such incidents, accidents, occurrences andlor ilnesses. The Parties confirm that Glencore has an interest in any investigation or formal inquiry conducted in terms of the OHS Act pertaining to any incidents, accidents, occurrences andiorilnesses at the ‘bremises involving the Contractor andior its Employees and/or occurring in the execution ‘of the work. 33.17. The Contractor may not use any of Glencore's machinery, atices, substances or Personal protective equipment without prior written approval from’ Glencore.. The Contractor shal ensure prior to and during use ofthe aforementioned machinery, arices, Substances or personal protective equipment that itis in a safe condition and as such will ‘not cause any risk to the health and safely of any person, ‘33.18. The Contractor shall ascertain fom Glencore which work at the premises requires “permit to work’ to be issued and shall not perform such work prior to the Contractor obiaining @ duly completed and approved permit. The undertaking of such work without ¢4a. 42. 7 Lach of the contract and all permits ® suitable permit wil be regarded as a material bre rm one i bythe Contractor which must be ‘must be formally signed off on completion ofthe wot Brot tothe expiry ofthe permit all be allowed on the premises fiuence of alcohol or any other rediately removed from the 3.3.19. Ensure that no alcohol or other intoxicating substances st nd that any Employee suspected of being under the in intoxicating substance shall not be alowed on andior im premises, 3.3.20. To comply withthe procedures and arrangements as required by the OHS Act in the ‘execution ofthe work, 3.3.21, Cease all dangerous or unsafe work andor activites immediately when requested to do 80 by Glencore. 3.3.22. Keep all records and prepare al reports as are prescribed by the OHS Act and distribute ‘such recordsireports as necessary. 3.3.23. Ifthe Contractor assigns any duties or makes any appointments in terms of the OHS Act ‘andlor makes any changes to such assignments or appointments, it shall advise Glencore thereof in writing. 3.3.24. Inform Glencore if t becomes aware of anything which it believes is unhealthy andlor ‘unsafe on the premises, 3.3.25. Immediately notiy Glencore of any near miss which occurs in attending to the work including details of al corrective actions taken or tobe taken to prevent recurrence. 3.3.26, Discipline regarding heath and safety matters must be strictly enforced by the Contractor in respect ofts Employees. Any siscolinary actions that may be required to be taken by the Contractor against any ofits Employees cue to non-compliance with health and safety matters shall be handled by the Contractor off the premises and the Contractor shall advise Glencore thereof 3327. The Contractor shall provide full co-operation and information if and when Glencore enquires info heath and safety issues concerning the Contractor. Glencore may make such inquiries at anytime, 3.3.28, Notwithstanding the other provisions, the Contractor must ensure that Section 10 of OHS ‘Act is complied with at al ies. The Contractor accepts that no written undertaking as envisaged in Section 10(4) of OHS Act shall be of any force or effect unless signed by Glencore. SECTION 37 (2) AGREEMENT ‘The Contractor agrees that this Agreement constitutes an agreement as stipulated in section 37(2) of the OHS Act and forms an integral part hereof. In the circumstances, the Contractor: 4.2.1. agrees thatit shal at ll times act as an employer in is own right as envisaged in section 37(2) of the OHS Act:8 gations andor prohiitons ft wath any ofthe aforementioned dues, ObFGEHON and prohibitions athe premises and all cuties, obl ifthe Contractor 4S Act and ern terms of the OF 1 a 423, ssumesthe esponsity fan avy sues eset ft cs sensed ‘copy of such written assignment 5. DATA PRIVACY, SECURITY AND PROTECTION OF PERSONAL INFORMATION mndor sub-contractors involved i? ‘tan is emoyees agents 3 tat and is emelyee. nats Agreement meaMPlan. 5.4. The Contractor warrant rk are ad shall remain forth Thescentonetre ve woe sr tespcane ort area corning St ON coon rach notation, 2 pecan anty senate nei oC) Ty ne elena, Sy hy sas me eto RE ROSS” of arora nfosion d spate or rd pins rig fle, OEM, I a spa Is ie he ove bate POP Atari ECT A inthe execution ofthe work, cling, inter fa, — he Personal Information of Data Subjects obtained by it 5.414, only providing Giencore re POPI Act and the ECT Act, ‘ompliznce withthe provisions of th 65:16, obiaing and masnng all necessary Data Subject consents; and 15416. ensuring thal the Personal Information Processed is up to date. 52. Tether that the execution of the work requies andor ena the Processing of Porson Jere oer he Contractor warrants that it and its employees, agents andlor sub-contractors Involved in the provision of the execution ofthe work shall = 5:01. ent Process Persona maton in acorance with in sezorance wth applicable lw, in ters of this tfeemeat sn assacane with ny instars, requerens ‘of the Data Subjects and Glencore, and dial eae 6. ENVIRONMENTAL COMPLIANCE co ota Ever cea cs a ‘the provisions of such legislation, rules and regulations, gest9 oe sal Las in respect of 1 Contractor ce with the Environmen pts sole tabily for eomeliance nope the work and the Contac’ prosence at the premises and absowves lees esponsibility inthis raged a Documents and Standards a8 ‘The Contractor shall comply withthe Departmental Guideline well a6 any departmental guidelines ond procedures concer: rotetin of the environment, published from time to time 4. The Contac shan adton, comply wh the Eniorenal Managed to 8) Envconrncial Maragement Pogianrne ne cae may be and wih al rsructons given PY Cnc esting te potion oe enooen 65. The Contactor shal ensure that nether or any of is Employees undertake any SchvSS \which may cause inparment of the Envfonment nor constute any frm of nuisance, Giencore the premises andor the surrounding Emionment except n compliance wih ‘applicable legislation, rules and regulations and, where necessary, implement appropriate ‘actions and plans, fed withthe management and 6.6. The Contrctor undertakes to continuously take all reasonable measures 0 prevent ‘environmental polion or depracation caused by the undertaking ofthe work from occurring, Continuing or recurring and where such harm cannot reasonably be avoided or stopped, 0 minimise and rectly such poluton or degratin of the environment ais own costs 6.7. The Contractor shall report to Glencore in wring all environmental incidents and an onformances and ensure that immediate action i taken to eliminate or mtigate the impact of ‘uch incidents or ron-conformances. 6.8. The Contractor confms that thas famirised itself with Glencore's intemal incident reporting procedures end that kl comply with such procedures, 6.9. The Contractor hereby undertakes to comply wth the relevant statutory provedures in the ‘Natoral Environmental Management Aet No 107 of 1998 as well s the National Water Act "No 36 of 1988 which are concemmed wit the contol of emergency incidents in reation tothe ‘emironment and the protection of water resources. 6.10. The Contactor shall demonstrale commitment towards responsible environmental ‘management by adopting the best practicable envonmenial option, including effective and pro-active water and waste management, compliance with the ISO 14001 international Etandard where applicable, adoption ofthe statutory duty of careto tal imes take reasonable measures for the prevention of polliton or emviconmental degradation and continual improvement of ts enveanmental performance and management systems. 7. COMMUNITY “The Contractor undertakes to adhere oa ofthe Glencore Groups rules regulations, policies ‘and codes relating fo the community as refered ton paragraph 8 below and, where possible, ta ensure that ts activites contrbute towards the upliftment and betterment of the local communities, 8. _THEGLENCORE GROUPS CODE OF CONDUCT AND POLICIES ‘Notwithstanding the other provsions ofthis Agreement, the Contractor undertakes that shal 2.1. adhere toa of the Glencore Group's rules, Codels of Conduct, regulations, policies and codes ‘plicable to the premises and Glencore's employees relating to HSEC;a2 83. sa 92 93 04 a 10 ensure that ts Emp SSR ots Employes re conversant wth re ache o Paricpateinthe development andimplementain of Gienos ANTLBRIBERY AND CORRUPTION ‘The Contractor warrants, repr its and nee a ' rovers and undertakes to Glencore tha.” Co jor subject moter the Agreorrent ti afiles on fe ander acess. ome" agers, representatives and anyother person acing ont ortho Dea ant Yon 1.1 have complied wth, and wil comply wih, Sanctions, ant bibery 2d C2 nt ote nunca sot appeal es nea te os inc the Prevention and Combatting of Corrupt Activities Act 12 of 20 = psi! i) Ter and Bey Sa ae on he crore > [hitoufwwuru.glencore.com/who.we-arelour-values/policies! 9.4.2. have not authorized, offered, promised, paid or otherwise given, and will not aun Ofer promise, ay or therse gv, water dre ornare. 8°Y MOE gnu ‘othe’ advantage t0 or for the use or benefit of any public official or any PNET of thei” i {0 for the purpose of inducing or rewarding that person's improper PerTONTA TES act’ OE er ee teases me Comme Oe ir has wt respect oan transaction effecedin conection wth is Aarorent, the COM ang fay Me iteantan proper and acctte books, eco and accounts whieh 2cCUS rpgintail safc any and all payments made, expensasincured, and assets disposed of. aN will at rane oacauntng cones ays fo ensure ine proper autnorisalion FEC oF anti- ae leg of al transactions and fo provide reasonable assurances that VOBUOT firactor Teportnd ot ot of ine apcablejuisdcton wil be detected and prevented. TP Co gata compton faintan such Pooks and recor forthe amount of years pr epelicable e600" oy autor to ra Sicneare fo conduct a reesonable rove of books and records elated (° tTanesctione conducted in connection win this Agreement -Tne Contactor represents that, xcopt where steady closed in wing © Glencore, net nor any of ts Representatives a. have been investigated (ors boing investigated ois subject to a pending or threatency rane estan) or is mnyoNod in an investigation (as a winess or suspect) in relation © 90 Ca eater by any low enforcement, regulatory agency, Author or any customer OF supplier, are Sdiitled to or have been found by a cout in any juredition to have engaged in. any Corrupt Act: oF care government officials “the Contractor shall promply pravide any infomation requested by Glencore to verify the The Contraco srianee win these provisions. The Contractor shall cooperate and permit Contract Gy authorised representatives 1 inspect and take copies of Books and records, cient ty tmtod to payment records ncomnecion wih ths Agreament and mak its to Payrmetinge mth Glencore of ts representatives upon reasonable Representatives avalabh Representa the extent cetermined by Glenene, ais sole scretion, a6 necessary to verity the Contractor's compliance with this clause.10. 10.4 102, 103. 104. 105. 106. The Contractor shal aaity Glencoe in wating as soon ast 95. "1 comes aware that rniactor of clause 9 of this Agreement there is any actual or suspected breach by the dor this clause 9 of tis Agreament is 2 any ofthe warranties and representations given Unt ot true and aceurate i all respects: oF law enforcement westigation by any A ear -pribery and d i 7 ‘to any Sanctions, ant regulary of ather governmental agency in relaton corruption, animoney laundering andor tx laws; oF nt which impacts tt ect on Glencore oF an ‘Contractor in connect he integrity of the y offs affates tion wth this 4 i oF any of its aflatos, experiences any ever Contractor or which may have 8 material adverse by reason of Glencore’s relationship with the Agreement GLENCORE SUPPLIER CODE ‘The Contractor shall comply with the Glencore Supplier Code, the terms of which are incorporated int this Agreement. The Contractors obligations under his clause 10 of his Agreement include but are nat ited to: 10.2.1. instituting and maining processes and controls designed to ensure thatthe Contractor Complies, and that each of ts afftates and ary third party supplying goods or services to the Contractor that are related to the performance of this Agreement by the Contactor {inhether such goods or services are supplied in whole or in pat, ciretly or indrecty, to ‘Glencore or are incorporeted within other goods or services supplied by the Contractor to Glencore) {nveach case a “Relevant Third Party’) complies, with the Glencore Supplier Code; and 10.2.2. carrying out is business in accordance withthe Glencore Supplier Code. The Contractor shall noiy Glencore as soon as k becomes aware that there is any actual or suspected breach by the Contactor ofthis cause 10 ofthis Agreement Gencore reserves the right to monitor, review and/or audit the Contractor compliance withthe provisions of clause 10 ofthis Agreement The Contractor shal, and shall procure that its affllates and Relevant Third Parties shall, co- operate with, and provide any information and assistance reasonably raquested by, Glencore in Connection wih any monitoring, review andlor audit that Glencore may atis discretion undertake. ‘Without limiting the generally of the foregoing, Glencore shall be entitled, 2s part of any rmontoring review andlor audit conducted under this clause 10 to: 10.6.4. access the Contractors premises and the premises of any relevant afiiate or Relevant “Tied Party and any other relevant supply chain; 10.6.2, nspect relevant books, records and other documents inthe Contractor's possession or ‘contro anda spe too otherwige co ae ‘Made under the provisions of clause 10. 108.1. iccat oe Compliance q° °22'0 8 breach bythe Contractor ofthe provisions of 1 contract! 108. ination "18 oF circumstances tha, in its reasonabe determina os ‘ se 10 (NO | 1082 ins anne inate sociated Wi Coniasor aga tate change nthe esponible sourcing sk 28500 ane to lener, qaitnal Risk, ten wiht prep tary et IE 20S a the Contactar 2° Ml oly the Contactor of releant ets and eur, reasonatiy 12) Stal co-perae wih, and provide any information Ae Srey ‘Aadines 2564 by, Glencare in connoction wth the Non-compliance (°C iy lance pata (0) sal reqesed ty Glencore ae flowed erBMH ie to Geenegyh@P2Se & Corrective Action Plan (‘Corrective Action Plan’) which. {2G Coens content and tiring, sal be undetten by te Supt to aae5* plane (andor te Aton Rs) othe satslacion of Glencoe 108.3. The Contactor shal, at ts and appropiate rac shal at oun cot, take al steps thal are necessary and 2POVOP {o.eme9y any Non-Compliance (ander Adon Risk) and to implement any Coren ‘con Plan agreedin accordance wih the provers of aus 10. "65. ils contacts arangemenis wih any Rett Tid Pay, the Ceniacor shal procure the Inlsin oft ngoing sir Ob id pay ae are at outin ters of USE ‘Dat ns a tosing sma oblgaions on such pat asa sa cut 10.40. Glenca Be ena ¥en to ay ther remedies may have unde this Agreement oF a ‘enc lBzend hs greomertin whom partmmedatel by ova writen notice "ofthe Contactor testes te proviso of clause 10 of his Agreement 10.10. thre i any Noncon in its 8 ay pone (andor Addtinal Fisk) that Glencoe, ‘eesonabe Geo, concues abe seis and unlkalyt be capable of remec or efectv miigeton pursuant tote provision of cluse 10 ofthis Agreement 10102. theres epate Non Compliance; or 10103. theres any intetonal Non-Compiance 10.11, The Contractor shallinderity ar keep indernied Glzncare on demand in respect ofa breach by the Contractor of any os obligations under clause 10 ofthis Agreement, 11, SUB-CONTRACT. In the event thatthe Contractors ented or permite to appoint sub-contractors to assist with the execution ofthe work, the Contractor shal ensure tha: 11.1 the sub-contractors do nat commence atvtes unl an agreement relating to HSEC in ine with this Agreement has been concluded between the sub-conractor and Glencoe, 112 the sub-contractors are fully conversant with the provision of and comply with the responsibilities set out in the OHS Act as walla this Agreement, and13 the 113 manage and cocrdnae the aes ofthe sub-contractor o ensure compliance wih terms ofthis Agreement. 12, INDEMNITY AND INSURANCE 12.1 The Contractor hereby ndemnifies Glencore and keeps Giencore losses and damages of whatsoever nature and howsoever arising out of or in co indemnified against all aims, nection with ted by the 121.4 the safety of the working environment in which the work is being execut Contractor and is Employees’ andor safety of he premises andlor the Contractors or its Employees non-complance wih the obligations in terms ofthis Agreement 124.2 any ects of omission andlor noncompliance with the environmental obligations contained in paragraph 6; and 12.13 any breach by the Contactar ofthe Giencore Sunpter Code 122 Theindemnity contained in paragraph 12.1 includes any fines andor penalties which may aise from the Coniracto’s non-complance with the provisions of the OHS Act as well as Environmental Lavs in the execution ofthe work andor the Contractor's and its Employees presence atthe premises. The Contractor accepts ha it shall be responsible, accountable and lable for all the aforementioned fines andlor penalies and undertakes fo reimburse and ‘compensate Glencore on demand should Giencare be required to pay such penaltes andlor fines, 123 Under no circumstances whatsoever including as a resuit of ts negligent act or omission or those ofits employees, agents or contractors or oer persons for whom in law it may be Fable, ‘hall Glencore be lable fr any indirect andlor consequential loss or damages including loss of profts sustained by the Contractor andor its Employees. 4124 The reference to Glencoe in this paragraph includes Glencore's employees, agents and other persons for whom in aw Glencore may be lable. The indemiis contained inthis paragraph ‘iso consttute astpultio alter in favour of such persons, the benefits of which may be accoptod by them at any time 425 The Contractor undertakes and warrants that allots Employees are and shllremain covered in terms ofthe provisions ofthe Compensation for Occupational injuries and Diseases Act No 130 of 1993, Prior to commencement ofthe work, the Contractor shal supply Glencoe with 2 letter of geod standing that i not older than 12 (TWELVE) months, iseved by the Compensation Commissioner or its successor 126 The Contractor warants that ts n possession of pubic lability and other insurance cover tht adequately makes provision for any possible losses, damages, injures, endronmental ‘damages andor claims arising fom its andor its Employees’ acts or omissions whist onthe premises andlor undertaking the werk andlor due fo non-compliance withthe obligations Contained in the OHS Act aswell as this Agreement Furthermore, the Contractor shall ensure thatthe aforementioned insurance caver shal remain in force forthe work peice, and the Contractor shall supply Glencor with proof of such cover on request, => Oei “ 13 BREACH higatons then due fer paormance, provided that otthstending aeytin e ray ined in this Agreement, neither Party shall be entitled t0 ‘cancel this. Should the Contract niractor commit a breach of ofthis Agreet such breach wi ach of any provisions Breach win 2¢(TENTY FOUR) ors of esting wien ‘4 bispures 144 162 143. 144 145 148 147 148 a a2 ur sage rome ra this Agreement (ncuing but not Brited to the mplementalO". Rios agree the recteaton,teminafon’ er coneaaion of is ARFEEMIEN): TH es who ate ny representaves, fom bath Paies (who, may ot DE leael TESS possible, ay mpioyeos or ether Pan) shal meat review such depute 0°42 TT Be eld at amicable and negotaoy solaion wth regard thereto. Suc MEHE Tp greement 0: Blaine referent nthe deserpon of Glencore on the 1 PADS eo, where re panting soe eladea inte aforementioned desctiPlon, Bt STEVE lenis ‘orkis bong uneraten by the Gorractr on te date of te apse: WN days afer either Party has called for such a meeting in wna ves being unable to negota eS mpok ater such meeting on et provded in he B27 inducted in accordance with the rules of oor (hereinafter referred {0 a8 "AFSA') Je and agree on an amicabe is held; then the dispute In the event of the said represent hereunder. settlement of such dispute, within 1 ‘shall be referred for resolution by arbiraton 28 provi ‘The arbitration shall be held in Johannesburg and or the Arbitration Foundation of South Africa orks succes ‘as amended from time to time |AFSA shall be responsible forthe appointment of he aritrator and more than 1 (ONE) arbitrator may be apponted. where the Parties agree, Each Parl to this Agreement 14:1 expressiy consents to any abiraton in terms ofthis provision being conducted a 2 matter of urgency, 445.2 ievocably authorises the othr to app, on behalf ofboth Paris, fr such aritration be conducted on an urgent boss; nd 44.5.3 consents o any order ofthe arbitrator being made an order of court NNotitstanting the instution end commencement of arbitaton proceedings, ether Party thay nonetheless approach a court of law for relief of an urgent nature in circumstances in ibis suen reli cannot be givan or cannot urgently be given by the arbitrator. ‘The arbitaion proceedings shall be confidential and neither Pert shall disclose to any thie Party any inlormaton regarding the proceedings, the award andlor settlement terms without the prior writen consent ofthe other Party. In the event that he cispute relates tothe interpretation of any provision of this Agreement or putported cancelation by the Contractor and the Parties have not been able to resolve the ‘dispute wih the result thatthe matter is refered to arbitration, the Contractor shall continue 049 14.0 ‘comply with the terms ofthis Agreement andlor di ‘until the dispute has been resolved or atitration proces ‘The provisions ofthis paragraph shal continue fo be bins stand ‘any termination or cancelation ofthis Agreement ‘The provisions of this paragraph consitute an irrevocable conse: any proceedings in terms heteof and no Paty shal be ene to withdraw thare/or olin er sch proceedings that itis not bound by such provisions, 48 DOMICILIUM CITANDI ET EXECUTAND! 184 152 183 184 185 ‘The Parties select as ther respective domicila tana et erecutand forthe purpose of legal Proceedings and forthe purpose of ging or sending any natice provid fr in terme of Mis TRateement, the addresses detaied under the description of the Parties onthe fet page. oF carnother adsresses, facsimile numbers or emal addresses @8 may be subslituled by notice ‘Gen as requited. Each ofthe Parties wil be entled from time to time to vary its domietium, Sy written noice tothe other to any other addresses or facsimile numbers within South fica ‘Any notice addressed to 3 Party wil be sent by prepaid registered post to the postal address, ary civered by hand tothe physical address, or sent by facsimile to the facsimile number, oF Sent by email othe email address of the other Paty ‘A notice willbe presumed uniess the contrary is proved, to have been given: 415.3:1 if delivered by hand, to have been duly received by the addressee on the date of delivery 415.32 if posted by prepaid registered post, to have been received by the addressee on the 7 (SEVENTH) day folowing the date of such posting 4533 if sent by facsimila, to have been duly received by the addressee on the date of sending provided receipt thereof is confirmed telephonically by the sending Party; or 46.4 if sent by emai, to have been received by the addressee on the date of sending provided that the sender recaives on the same day a read receipt fom the addressee, Notwithstanding the aforementioned provisions, ia notice is recewed after 17H00 or on a day Which ie nota Business Day, such notice shall be deemed tobe received on the next day viich is a Business Day. Notwithstanding anything to the contrary contained in this Agreement, a written notice oF [Smmunication actually received by one ofthe Parties from another shall be adequate writen notice or communication to such Party. 16 GENERAL 164 “The Contractor shall not be entitled to delegate, cede, assign, transfer or otherwise dispose of is obligations under this Agreement without the prior writen approval of Giencore. Iftheany Congein shetehokngen soe serrate fra intemy ths Ot 353 OF "aati Con etic cele, 280 taser ang i Pho gee Hal agente Brien ep Ver a 2 oe vues AT the Contactor according, "Mth ny te nets : ton or variation of any 9 we aaa ace eet ues ge the terms t shall be of any force or e 'ecOrdeg or sere Snowe tat Glencoe shal have ‘he rig ‘ing = tt fares the extent necessary fo ensure that such "eatonghin ©) ate nee, fajeteroore Suppiet Cove, oF () terminate this Agreement in Wingy tent oi cy be Cantar wih he Glrcore Supplier Cove he event “ Sy ty maters oF Hspues incidental the N Ths Aeement and al ie ovemed by and be constued in accordance vith the aye ofthe el eg OFA ne eet tine he indulgence an, oe rer ai cher ANTM apart performance an Y Sen entorcement ot ay ‘ight arising from this, ‘Agreement ang NO sing biigatin ety ‘ght by any Paty shall under any ccumstances be Construed 9° & Paria sce sich Payor ope a wat oa novation, er tana fan nga ints ofr atsng tom tis Agreement or etop sor a tay fsa, ‘ at outro, sand pearance wih each atl FO er Psi SY ene t i ateaton 186 Forthe puposes of his Agreement: 1861 no dla message, os dened inthe ECT Ae, other than an ema corse wing and * "882 We ais age tl he eon of Ne Agee Strarced Secon sgn, a5 defined i ne Geer BY tonic oy ad have the Sane leg oe an et shat a fect 25.2 wet ink signature! Bite» re, 167 Each paregraph ofthis Agreement is severable an ered inal the remaining provisions wil tomy a ‘169 This Aczement maybe executed in any numberof Counterparts which, when tent, ‘all constiute one agreemant Poeeton sting on thao te Contactor warants ht este is uly auras tai afeement on bona of and to bind the Cormac‘SIGNED at ustenoug Swit 1 SIGNED at A AS WITNESSES! Aen So “ete Smeg onthe Jo. dayot ame of Signaton __Woris Manager Posto (Era. Name of Signatory Poston Tit / a