GOLD FIELDS AG
AGREEMENT NO: GFAG/RCTSCL/IPIP/10B/2019/20/11
DATE: 20 November 2019
PRIVATE JOINT VENTURE
INVESTMENT AGREEMENT
FOR REMITTANCE OF SPECIAL SWIFT
VIA IPIP SPECIAL SWIFT
FOR INVESTMENTS
BETWEEN
GOLD FIELDS AG
AND
……………………………………………………….
THIS SERVICE AGREEMENT IS A LEGAL AGREEMENT BETWEEN SENDER AND RECEIVER. PLEASE READ THIS AGREEMENT CAREFULLY. BOTH PARTY ARE HEREBY
AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. THIS MEANS THAT, BY INVESTMENT & PARTNERSHIP COOPERATION BOTH ACCEPTS ALL TERMS AND
CONDITIONS OF THIS AGREEMENT UNCONDITIONALLY.
PARTY‑ A / INVESTOR
Page 1 of 15
PARTY‑ B / PARTNER
GOLD FIELDS AG
AGREEMENT NO: GFAG/RCTSCL/IPIP/10B/2019/20/11
DATE: 20 November 2019
AGREEMENT ON DELIVERY OF CASH FUNDS FOR INVESTMENTS
VIA IP/IP CODE SERVER
Agreement is signed by and between: PARTY A/ INVESTOR:
The company GOLD FIELDS AG, registration number CHE-894.094.099, address RUE ST. PIERRE 18, FRIBOURG,
1700 SWITZERLAND duly represented by /MR., MR GILBERT RUSSELL and
COMPANY UK ADDRESS:
RUE ST. PIERRE 18, FRIBOURG, 1700 SWITZERLAND
REGISTRATION NUMBER:
CHE-894.094.099
REPRESENTED BY:
MR GILBERT RUSSELL
PASSPORT NO.:
12CH16001
ISSUED PLACE:
FRANCE
DATE ISSUE:
18.02.2013
DATE EXPIRE:
17.02.2023
BANK NAME
UBS AG ZURICH
BANK DETAILS OF INVESTOR/SENDER:
COMPNAY NAME
GOLD FIELDS AG
COMPNAY ADDRESS
RUE ST. PIERRE 18, FRIBOURG, 1700 SWITZERLAND
BANK NAME:
UBS AG ZURICH
BANK ADDRESS:
BAHNHOFPLATZ 1, 6060 SARNEN, SWITZERLAND
ACCOUNT NAME:
GOLD FIELDS AG
ACCOUNT ADDRESS
RUE ST. PIERRE 18, FRIBOURG, 1700 SWITZERLAND
BANK SENDER IBAN:
CH12 0020 620623753301 Z
ACCOUNT NUMBER:
EUR : 903.0390.4321
BIC / SWIFT CODE:
UBSWCHZH80A
BANK OFFICER:
ALEX SMICHT
BANK IMAD
UBS .58AG88343543674
IDENTITY CODE:
84KBUKBGB22XXX
GLOBAL SERVER ID:
K8HGTXN0OEMD6G
SENDER GLOBAL IP:
193.5.111.18
WTS SERVER
AS8883
TRANSFER CODE:
UBS-000923499329439
CLEARING HOUSE CODE
UBS-OST838432848929
REPRESENTED BY
MR GILBERT RUSSELL, FRANCE
SIGNATORY
MR GILBERT RUSSELL
PASSPORT NUMBER:
12CH16001
PASSPORT ISSUE DATE:
18.02.2013
PASSPORT EXPIRE DATE:
17.02.2023
PARTY‑ A / INVESTOR
Page 2 of 15
PARTY‑ B / PARTNER
GOLD FIELDS AG
AGREEMENT NO: GFAG/RCTSCL/IPIP/10B/2019/20/11
DATE: 20 November 2019
Whereas, the Banking details of the Investor Parties is as above which may differ in actual while making the transfer:
PARTY 2 / PARTNER:
The ………………. registration number ………………..,, ADDRESS:…………………….. duly represented by MR……..,,,,,,,,,,,,,,,,,,
both collectively referred to as «the Parties».
COMPANY NAME:
COMPANY ADDRESS:
REGISTRATION NO.:
REPRESENTED BY:
PASSPORT NO.:
PLACE OF ISSUE
DATE OF ISSUE
EXPIRY DATE:
BANK DETAILS OF DEVELOPER/RECEIVER:
COMPANY NAME:
COMPANY ADDRESS:
COMPANY REGISTRATION
NUMBER:
APPOINTED CEO :
PASSPORT NUMBER:
COUNTRY OF ISSUANCE:
ISSUANCE DATE
EXPIRING DATE:
BANK NAME:
BANK ADDRESS:
BANK CODE:
BANK SWIFT CODE:
BANK ACCOUNT NAME:
BANK ACCOUNT NUMBER:
BANK IBAN NUMBER:
ACCOUNT SIGNATORY NAME:
CONTRACT SIGNATORY
REFERENCE NUMBER:
CODE:
COMMON ACCOUNT NO.:
COMMON SERVER IP:
SERVER ID:
SERVER IP:
RECEIVER SERVER ID:
RECEIVER SERVER IP:
IDENTITY CODE:
IMAD:
WTS SERVER TERMINAL:
FARM NAME:
PARTY‑ A / INVESTOR
YADA SOFTWARE SAS
PIAZZA FIERA1, 39100 BOLZANO, ITALY
01578220210
GERARD ESPOSITO
YA2047385
ITALY
27.04.2011
26.04.2021
COMMERZBANK AG
PROMENADEPLATZ 7, D80333 MUNICH, GERMANY
70040041
COBADEFFXX
YADA SOFTWARE SAS
0406066103
DE03 7004 0041 0406 0661 03
MR.SITARAM YADAVALLI
MR GERARD ESPOSITO
DEUA517352945164
090512DEUTDEFFXXX886433
947259564
193.150.166.0/24
AS8373
193.150.166.0/24 / 193.150.166.0/243
AS 8373
193.150.166.0/24 / 193.150.166.0/243
27C DE FR DE 17BEH
000000000SRT-RN-388
TERMINAL S 02000235
FARM 42 OR 107
Page 3 of 15
PARTY‑ B / PARTNER
GOLD FIELDS AG
AGREEMENT NO: GFAG/RCTSCL/IPIP/10B/2019/20/11
DATE: 20 November 2019
USER NAME:
LOGON DOMAIN:
LOGON SERVER ID:
IDENTITY CODE
BANK OFFICER NAME
CURRENCY:
493069K1
DEUBA
FAESWDBEP 21
27C DE FR DE 17BEH
MRS. ANNEMARIE VERHOEVEN
EURO
Whereas, the Banking details of the Investor Parties is as above which may differ in actual while making the transfer:
Whereas, the Parties desire to form a partnership in accordance with the consideration of the mutual covenants herein contained, the Parties
hereto agree as follows:
1. DEFINITIONS.
Except where otherwise indicated, the following terms shall have the following meanings:
1.1. «The Agreement» or «This Agreement» or «The present Agreement» shall mean this document originally executed and modified,
amended, and/or supplemented from time to time by mutual written agreement.
1.2. «Partnership» shall mean the Partnership formed and governed by this Agreement.
1.3. «Partner» shall mean the Parties or any subsequent transferee of the interest in the Partnership of the PARTIES in accordance with
the provisions of the present Agreement.
2. SCOPE AND PURPOSE OF AGREEMENT.
2.1. The subject of the present Agreement is the organization of joint activity and cooperation on the basis of full trust and mutual
partnership in the fields of foreign economic activity, finance and finance instruments, banks and finance companies, industrial and
producing companies with the aim of realization of investment and other programs by way of attracting financial resources into profitable
and mutually beneficial projects.
2.2. The aim of the present Agreement is the receiving of guaranteed profit for securing of realization of investment projects and
programs in Russia, CIS and other European and World countries.
2.3. The Partnership Interest of each respective Partner allocated and distributed pursuant to Paragraph 6 of the present Agreement,
shall be subject to each individual contract in frames of the Present Agreement. The results of these agreements are to be issued in
respective Contracts which are the integral part of the Present Agreement.
2.4. Party‑A assigns to Party‑B, each time for an agreed period for each transaction, the financial assets which are specified in protocols,
which are appendices to the present agreement.
2.5. These financial assets will be used for issuance of financial documents of “Certificate of active keeping of valuables” format by means
of which financial assets join in the consolidated balance of the International Consortium “Society for children”. On the basis of the
consolidated balance, Certificates for the right of possession, enjoyment and disposal of the consolidated private capital are issued.
Party‑B organizes the receiving of finances for the purpose of joint investment intothe projects of the program “Society for children”. The
joint activity of the Parties is done on the basis of this Agreement, The Joining Agreement to the International Consortium “Society for
children” and the set form of the Joint Agreement.
3. APPOINTMENT, SUBSTITUTION AND DESIGNATED SIGNATORIES OBLIGATIONS.
3.1. Each of the Parties respectively appoints the following persons to be authorized to bind each Partner on behalf of the Partnership in
accordance with the terms and conditions of the Present Agreement.
3.2. Each Partner may constitute and appoint another individual as a substitute Designated Signatory with full power to act for a
Designated Signatory as specified in Article 3.1. of the Present Agreement, and on behalf of his or her name, place and stead, in the same
manner, to the same extent and with the same effect as granted to Designated Signatory in accordance with the Present Agreement.
3.3. Such constitution and appointment of a substitute Designated Signatory must be confirmed by a written document signed by a
Designated Signatory (Signatories) of the respective Partner assigning the authority as specified herein, and such written document must
be delivered to a Designated Signatory of the other Partner.
4. MANAGMENT OF PARTNERSHIP.
4.1. The general management and control of the activity of the Partnership shall be made only upon the written consent of a Designated
Signatory of each Partner, and neither Partner shall act for or assume any obligation or responsibility on behalf of the Partnership,
whether or not in the ordinary course of the business activity of the Partnership, unless specifically authorized by the Present Agreement
signed by each Partner. Each Partner shall indemnify and hold harmless the Partnership and the other Partner and their respective
employees and agents against any and all claims, damages, losses and liabilities (including attorney's fees and expenses) to which the
PARTY‑ A / INVESTOR
Page 4 of 15
PARTY‑ B / PARTNER
GOLD FIELDS AG
AGREEMENT NO: GFAG/RCTSCL/IPIP/10B/2019/20/11
DATE: 20 November 2019
Partnership or either Partner may be or become subject to.
4.2. A designated Signatory of each Partner shall sign all relevant orders or documents if such orders or documents are in conformity with
the pending contracts, which they represent or with which they are associated. Refusal of a Partner to sign any order or document as
specified above shall be considered a breach of the present Agreement.
4.3. Any and all business including interest of both Partners is governed by the terms and conditions of the Present Agreement, unless
such business is specifically exempted by mutual written agreement.
4.4. The Partnership shall effort to each Partner and their respective counsel, accountants and other representatives access to all
properties, books, records and other documents concerning any and all joint business of the Partnership and shall furnish to each Partner
such information concerning any and all joint business of the Partnership and copies of such documents as each of the Partners in this
respective reasonable judgment may request. Neither Partner is entitled to any documents of the other Partner which do not concern the
business of the Partnership.
5. MAINTANCE OF THE FINANCIAL ACOUNTING.
5.1. The Bank Statements of the account, of each transaction in frames of the present Agreement are to be kept by Partner who owns the
Bank Account. However, such Bank Statements must be available for review by other Partner upon his request.
5.2. Any and all costs, taxes and obligatory expenses of the Parties, related to banking transactions in frames of the present Agreement
each Partner shall pay separately.
6. LOCATIONS AND DISTRIBUTIONS OF PROFIT.
6.1. Prior to performance of any and all deals of the Partners Bank Officer of the appropriate Partner receives Irrevocable Payment
Instruction for distribution of the Partnership Interest (Partnership Share) of each Partner in acceptable form according to the Article 2.3.
of the present Agreement. Each of the Partners has right to use the said funds as per his own discretion without agreement with the other
Partner.
6.2. Partner Interest (Partner Share) payment to any of the Partners shall be made after repayment credit lines, commission payments,
refunding of banking costs, or interest payments of the Partnership. Each Partner receives his Partnership Share of income in accordance
with the written agreement of the Partners which is made as Appendix of the Present Agreement and which is an integral part of the
Present Agreement.
6.3. In case one of the Partners places his funds to the Mutual Joint Account to make transactions relating to the Partnership's business,
those funds remain the property of that Partner who placed the funds in the Mutual Account.
7. CONFIDENTIALITY.
7.1. At any time that each Partner is a Partner in frame works of the Present Agreement and thereafter, each Partner shall keep strictly
confidential and not disclose to any third party the business of Partnership or the business of the other Partner or its Partners on other
deals and the details of the deal, except as may be necessary for the employees or Agents of it and
its Affiliates to carry on the business of the Partnership or in connection with the filings with governmental agencies or courts or
otherwise required under applicable law. To the extent that such information is revealed, each Partner shall use its best efforts to have
the persons receiving such information retain it in confidence.
7.2. Each Partner agrees that one shall not circumvent one another or disclose the identities of the Parties to third parties without the
written consent of the other Partner.
7.3. With regard to any and all kind of business of the Partnership, each Partner agrees that one shall not at any time directly or indirectly
through third parties knowingly furnish any information to customers or procure the commodity from the customers of either Partner.
7.4. In case of direct or indirect circumvention, the circumvented party shall be entitled to legal maximum fees it would have released
from the transaction of the fee amount and reimbursement of legal expenses.
7.5. Each Partner agrees to and accepts the provisions of the International Chamber of Commerce (ICC) non‑disclosure agreement with
regard to all parties involved in any business of the Partnership with reciprocation for a period of Ten (10) years from the date of
termination of the present Agreement, or such longer period as renewed by mutual written agreement.
8. DISSOLUTION, LIQUIDATION AND WENDING UP.
8.1. The Present Agreement may be terminated at any time by the mutual written consent of both Partners. This would entail the
automatic termination of partnership activities in accordance with the Present Agreement.
8.2. Neither Partner shall have right to withdraw or resign from Partnership while there is any ongoing business or there are obligations
of any executed contract pending, including the renewal of a contract previously subject to this Agreement, without the written consent
of the other Partner.
8.3. Each Partner has right to withdraw or resign from the Partnership upon the material breach of the terms and conditions of the
present Agreement by the other Partner, thereby dissolving the Partnership.
8.4. After the Present Agreement is terminated all funds remaining in the Agreed Account, after payment of due provision for all
liabilities to creditors of the Partnership, shall be distributed in accordance with the allocation terms provided in Paragraph 6 of the
Present Agreement.
PARTY‑ A / INVESTOR
Page 5 of 15
PARTY‑ B / PARTNER
GOLD FIELDS AG
AGREEMENT NO: GFAG/RCTSCL/IPIP/10B/2019/20/11
DATE: 20 November 2019
9. FORCE MAJEURE.
9.1. The Partners do hereby accept the international provision of Force Majeure as published by the International Chamber of Commerce
(ICC), Paris, France.
9.2. Should any of the Force Majeure circumstances, including but not limited to natural calamity, fire, government restriction, strikes or
lockouts by workmen, war, military operations of any nature and blockades preventing either Partner from wholly or partially carrying out
their contractual obligations under the present Agreement, in this neither Partner shall be held responsible for breach of the Agreement
caused by Force Majeure.
9.3. In the event of the circumstances subject to this Article 9 continue for more than Three (3) months, either Partner shall have the
right to refuse to fulfill its contractual obligations under the present Agreement without title to indemnification of any losses it may
hereby sustain.
9.4. A Partner unable to carry out its obligations according to the Present Agreement shall immediately notify the other Partner of the
commencement and termination of the circumstances preventing the performance of the present Agreement. A certificate issued by the
respective Chamber of Commerce of either Partner's country shall be acceptable proof of existence or duration of such circumstances
caused by Force Majeure. In case the Party which performance of obligations is interfered by circumstances of force‑major, will not
inform other Party on approach of such circumstances in 10‑day's term, such Party loses the right to refer to the specified circumstances
as force‑major.
10. MISCELLANEOUS PROVISIONS.
10.1. Partners agree that facsimile and electronic copies of the Present Agreement and any documents in frames of the Present
Agreement have full legal force and are acceptable till originals are exchanged.
10.2. In the event that one or more of the provisions of the present Agreement shall be or become ineffective for whatever reason, this
shall not effect the validity of the remaining provisions. In case of the deficiencies of the Agreement, each Partner agrees to undertake
to correct and improve the deficient provision or provisions so as to achieve the aim and
purpose of the Agreement in the best possible manner.
10.3. Each Partner shall accept for itself sole liability for any taxes, duties and charges of whatever nature that may be found applicable
and/or due by it in the performance of their obligations according the Present Agreement. Each Partner shall advise the other in advance
on matters concerning taxation in each of their respective concerns.
10.4. The present Agreement contains the entire agreement between the Parties and there are no oral promises or representations
affecting it. Any modifications of and additions to the present Agreement shall be agreed by each Partner in writing.
10.5. The Present Agreement is made in Two (2) copies in English having, one (1) copy for each Party.
10.6. Any and all disputes arising in connection with the Present Agreement shall be finally settled under the Rules of Conciliation and
Arbitration of the International Chamber of Commerce (ICC), Paris, France by one or more Arbitrators appointed in accordance with the
said rules, said Arbitration to be held in Stockholm, Sweden.
10.7. On all changes in payment and post essential elements of the Party are obliged to inform immediately each other. The actions
accomplished to old addresses and accounts, accomplished before reception of notices on their change, are set off in the performance of
obligations.
Note: Party‑A / Sender, reserves the right to change the bank accounts on his sole discretion. Bank details is subject possible to change
within 72 hours before transfer on the Receiver.
10.8. The Present Agreement comes into force from the date of its signing for duration of Five (5) years. The Present Agreement may be
prolonged for any period of time upon mutual written consent by Parties.
10.9. Appendices and additions to the Present Agreement are considered valid if they are made in written form and signed by the
authorized persons.
10.10. Each of the Parties to the Present Agreement confirms that one has full legal authority to execute the Present Agreement and
that each Party is bound by the terms and conditions as set forth herein.
10.11. Parties have right to transfer one’s in part or to concede completely one’s rights under the Present Agreement to the third party
under condition of acceptance of duties by the last, conditions and obligations under the Present Agreement.
11. DISTRIBUTION OF SHARES OF THE PARTIES.
11.1. Proportion of the contribution, distribution the distribution of the supplied investment capital from the management,
disposition, possession and use of the Funds after deduction of all necessary expenses, withholding and fees received as a result of joint
activities of the Parties the nominated projects are carried out by agreement of the Parties in the following order ‑ by agreed of the
Parties.
12. CONSULTANCY FEE:
Investor and Partner are paid by each party to their agents and partners independently: as appear in appendix 2 of agreement
with via IP/IP code server.
The Payments shall be paid by the Paymaster to “the Parties” as per the Irrevocable Master Fee Protection Agreement (IMFPA) and
Paymaster Agreement and /or Partnership Agreement. Payments by the Paymaster to the Client (“the Payments”) will be made
PARTY‑ A / INVESTOR
Page 6 of 15
PARTY‑ B / PARTNER
GOLD FIELDS AG
AGREEMENT NO: GFAG/RCTSCL/IPIP/10B/2019/20/11
DATE: 20 November 2019
after each arrival of funds on behalf of the Client to the Paymaster.
13. LIABILITY OF THE PARTIES.
13.1. The responsibility of the Parties under this Agreement starts from its signature by the Parties and continues until the complete
fulfillment of the obligations incurred.
13.2. In case in the process of the fulfillment condition of this Agreement changes or amendments occur that are executed as Appendixes
or Addenda, they shall represent integral parts of this Agreement.
13.3. Party‑B is responsible to the Party‑A for complete or partial failure of the investment for reasons attributable to its direct
behavior by compensating for all expenses of Party‑A to the extent that will be agreed between the parties.
13.4. The Party‑B In case of untimely execution of transfer of a share of funds after delivery of a target active at the present Contract
more than for 5 (five) bank days, without the well‑founded reasons, she is obliged within 7 (seven) bank days, from date of default of the
taken obligation to pay to the Party‑A penalty in size 1.5% (One point five tenths percent) fromthe amount of funds delivered by Party‑A
13.5. Non‑fulfillment of obligations by the Party‑B does not relieve it from the delivery of funds under this agreement.
13.6. To ensure the financial balance of both parties Party‑B issues the guarantee in the form of the Corporate Payment Guarantee
«CPG» prior to the supply of funds by Party‑A.
13.7. The Corporate Payment Guarantee «CPG» is returned back to Party‑B after the fulfillment by Party‑B of all obligations.
With full legal, and corporate authority to sign this Agreement, (herein a referred to as Investor), company EXXXXXXXXXXXXXX,
the person of it’s represented by General Manager MR. XXXXXXXXXXXX, passport number XXXXXXXXX (hereinafter referred to
as the “Party B/Investor”), and
FOR AND BEHALF OF THE PARTY A / INVESTOR
FOR AND BEHALF OF THE PARTY B / PARTNER
GOLD FIELDS AG
REPRESENTED BY:
PASSPORT NUMBER:
DATE OF ISSUE
DATE OF EXPIRY:
COUNTRY OF ISSUE:
GILBERT RUSSELL
12CH16001
18.02.2013
17.02.2023
FRANCE
REPRESENTED BY:
PASSPORT NUMBER:
DATE OF ISSUE:
DATE OF EXPIRY:
COUNTRY OF ISSUE:
WHEREAS, are individually known as Investor and Partner and jointly known as Parties; and
WHEREAS, the Parties have concluded this Agreement for participation solely in socially oriented programs within the framework of
the UN General Assembly, dated May 2002, under the "Society for Children" program All payments under this agreement will be
carried out only to create a material and financial base for ensuring the comprehensive development of children and youth in the
agreed Eurasian space From the calculation. Financial Provision is carried out at the rate of three million euros for the release in the
life of one young man; and
WHEREAS, Investor is holding an account with cash funds to be transferred to Partner designated account VIA IP/IP CODE SERVER
aiming at investments; and
WHEREAS, Partner is ready, willing and able to receive said cash funds into its designated account VIA IP/IP CODE SERVER and to execute
the distribution and transfer of said received funds to designated parties and bank accounts via SWIFT Message MT103/202, in accordance
to the terms and conditions in this Agreement; and
WHEREAS, Partner has further made arrangement with a third party (hereinafter referred to as Facilitator), to facilitate the
execution of the said delivery of cash funds for investments and Partner and Facilitator shall authorize and instruct their designated
Trustee to receive said funds and proceed on the agreed distribution and transfer of cash funds, in accordance to the terms and
conditions in this Agreement;
PARTY‑ A / INVESTOR
Page 7 of 15
PARTY‑ B / PARTNER
GOLD FIELDS AG
AGREEMENT NO: GFAG/RCTSCL/IPIP/10B/2019/20/11
DATE: 20 November 2019
NOW, THEREFORE, it is agreed as follows:
FIRST PARTY’s Statement
INVESTOR represents and warrants that it has full corporate responsibility permission to enter into this Agreement. It hereby
declares under penalty of perjury that the funds are good, clean, clear, and free of non‑criminal origin, and are free and clear of all
liens, encumbrances and third-party interest.
By signing this Agreement, Investor represents and warrants that it is giving to Partner and its designated parties, full details of the
operation, bank details, people direct contact details in order that the Partner has full legal authority to download said cash funds via
IP/IP CODE SERVER and distribute and transfer cash funds via SWIFT Message MT103, as per agreed terms and conditions in this
Agreement.
WHEREAS, the Investor presents the legal tender European Union Euro (EURO) available and warrants that they are good, clean,
clear, of non‑criminal origin, free from any liens and taxes, freely transferable to be transacted.
WHEREAS, the Parties wish to enter into this agreement for the transfer of (EURO) against EUROs (EURO) under the following terms
and conditions:
STATEMENT: Both undersigned Parties, with full corporate responsibility, under penalty of perjury, do hereby confirm that they are
ready, willing and able to transfer good, clean, clear, legally owned and of non‑criminal origin EURO. This currency transaction is a
transfer VIA IP/IP CODE SERVER process, according to an agreed Bank‑to‑Bank procedure, the EURO transfer rate on the day of the
transaction, as per the following conditions and procedures:
With full legal, and corporate authority to sign this Agreement, the INVESTOR & PARTNER Agrees on various conditions & Procedures
as follows:-
DETAILS, TRANCHES, TERMS, PROCEDURE OF THE IPIP TRANSFERS
TYPE OF INSTRUMENT
IP/IP SPECIAL TRANSFER SWIFT
TOTAL FACE AMOUNT:
AS AGREED, AS PER RECEIVER – FIVE HUNDRED MILLIONS
FIRST TRANCHE:
€ 500,000,000.00 (FIVE HUNDRED MILLIONS EURO)
FACE VALUE
500,000,000.00 (FIVE HUNDRED MILLIONS EURO)
RATIOS
ACCORDING TO PGL
DELIVERY BY SENDER:
VIA IPIP CODE SERVER SWIFT TRANSFER
PAYMENT BY RECEIVER:
SWIFT MT103 WIRE TRANSFER WITHIN 3 (THREE) BANKING DAYS AFTER RECEIPT,
AUTHENTICATION AND VERIFICATION FROM INVESTOR
PAYMENTS BY RECEIVER:
WIRE TRANSFER VIA SWIFT MT103
PAYMENT DURATION:
WITHIN THREE (3) BANKING DAYS UPON RECEIPT AND CLEARING OF THE FUNDS ON
RECEIVING BANK COMMON ACCOUNT
SPECIAL NOTE:
IT'S UNDERSTOOD THAT THE AMOUNT AND TIMING OF TRANCHES ARE TO BE
DEFINED BETWEEN THE PARTIES
BETWEEN THE PARTIES.
PAYENT GAURANTEE LETTER
BANK ENDORSED PGL OR AS AGREED
Remark 1
Remark 2
MT 199 IN IPIP SWIFT CANNOT BE PROVIDED
NO COMMUNICATION BETWEEN BANK SHALL BE POSSIBLE
PROCEDURES:
1. Investor and Partner execute, sign and seal this deed of agreement with the distribution of the funds as stated
commissions, which thereby automatically becomes a full commercial re‑ course contract. This service is for bank
customers who require confidentiality and it is not a telegraphic or swift transfer.
Each party to this agreement represent that it has full legal authority to execute this agreement and that each party
agrees to be bound by terms and conditions set forth herein each party agrees that this Agreement may be executed
PARTY‑ A / INVESTOR
Page 8 of 15
PARTY‑ B / PARTNER
GOLD FIELDS AG
AGREEMENT NO: GFAG/RCTSCL/IPIP/10B/2019/20/11
DATE: 20 November 2019
simultaneously by and between parties which should be deemed as original. Each party puts this agreement in his
nominated bank and notifies the party through authorized representatives.
2. Partner is obligated to provide to investor the necessary details (name of real holder account, phone and/or direct
bank officer details account, beneficiary codes, password, IP code, etc.) for the upload of the funds to the common
account by the Investor's bank officer.
3. Upon the above is completely received, Investor’s bank officer will upload the funds to the common account and on
success will provide to the partner a secure copy of the server slip with the details of the transfer (account, beneficiary,
amount, IP/IP code server, transaction code etc.).
4. Upon the reception of the slip code, Partner download to its common account and send screenshot on the activity of
the fund.
5. After successful delivery of funds through a server transfer, using via IP/IP CODE SERVER, the Investor sends a
screenshot of the delivery to the Partner.
6. Immediately thereafter, the partner shall transfer to the investor the BANK ENDORESED PAYEMNT GAURANTEE?
CORPORATE PAYMENT GUARANTEE «CPG» on the delivery funds and the agreement accepted by the bank of partner
to transfer the share of the investor to its account.
7. The Parties agreed that all payments associated with allocating these investment funds will be carried out through
their authorized companies.
PLEASE NOTE: There is no provider’s bank officer investments at any stages of the download. No phone or screen
verification at all. The only possibility is to verify after the download finished, and the Partner account is credited.
Please make sure that bank of Partner of Partner officer will not be provided by any authorization or contact with
provider's bank officer.
NON SOLICITATION:
Partner hereby confirms and declares that Investor, its associates or representatives or anyperson or persons on its
behalf has/have never been solicited by any party, its shareholders or associates or representatives in any way
whatsoever that can be construed as a solicitation for this transaction or for future transactions.
Any delay in or failure of performance by either party of their respective obligations under this agreement shall
constitute a breach hereunder and will give rise to claims for damages if, and to the extent that such delays or failures
in performance are not caused by events or circumstance beyond the control of such party.
The term “Beyond the Control of Such Party” includes Act of War, Rebellion, Fire, and Flood, Earthquake or other
natural disasters. Any other cause not within the control of such party or which is by exercise of reasonable diligence,
the party will be unable to foresee or prevent or remedy.
REPRESENTATIONS AND WARRANTIES.
ORGANIZATION.
It is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation with all requisite
power and authority to enter into this Agreement, to perform its obligations hereunder and to conduct the business of
the Program and the Subsidiaries.
ENFORCEABILITY.
This Agreement constitutes the legal, valid and binding obligation of such party enforceable in accordance with its
terms.
CONSENTS AND AUTHORITY.
No consents or approvals are required from any governmental authority or other Person for it to enter into this
Agreement. All action on the part of such party necessary for the authorization, execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby by such party, have been duly taken.
PARTY‑ A / INVESTOR
Page 9 of 15
PARTY‑ B / PARTNER
GOLD FIELDS AG
AGREEMENT NO: GFAG/RCTSCL/IPIP/10B/2019/20/11
DATE: 20 November 2019
NO CONFLICT.
The execution and delivery of this Agreement by it and the consummation of the transactions contemplated hereby by
it do not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by
which it or its properties or assets are bound or any law, rule, regulation, order or decree to which it or its properties or
assets are subject.
PARTNER.
It has been afforded the opportunity to seek and rely upon the advice of its own attorney, accountant or other
professional advisor in connection with the execution of this Agreement. The Parties shall do so in respect of each other
and under this Agreement written conditions.
MISCELLANEOUS.
Notice(s) any modifications, amendments; addendums or follow on contracts will be executed by the two authorized
signatories respectively. When signed and referenced to this Agreement, whether received by mail or facsimile
transmission as all and any facsimile or photocopies certified as true copies of the originals by the Parties hereto shall
be considered as an original, both legally binding and enforceable for the term of this Agreement.
SPECIFIC PERFORMANCE; OTHER RIGHTS.
Parties recognize that several of the rights granted under Agreement are unique and, accordingly, the PARTIES shall, in
addition to such other remedies as may be available to them at law or in equity, have the right to enforce their rights
under this Agreement by actions for injunctive relief and specific performance.
PRIOR AGREEMENTS; CONSTRUCTION; ENTIRE AGREEMENT.
This Agreement, including the Exhibits and other documents referred to herein (which form a part hereof), con‑ statutes
the entire agreement of the PARTIES with respect to the subject matter hereof, and supersedes all prior agreements
and understandings between them as to such subject matter and all such prior agreements GFA-F2S/IPIP/SFTT endings
are merged herein and shall not survive the execution and delivery hereof. In the event of any conflict between the
provisions of this AGREEMENT and those of any joint venture’s agreement, the provisions of the applicable joint
venture agreement shall control.
AMENDMENTS.
This Agreement may not be amended, altered or modified except (i) upon the unanimous by instrument in writing and
signed by each of Investor and Partner.
SEVERABILITY.
If any provision of this Agreement shall be held or deemed by a final order of a competent authority to be invalid,
inoperative or unenforceable, such circumstance shall not have the effect of rendering any other provision or
provisions herein contained invalid, inoperative or unenforceable, but this Agreement shall be construed as if such
invalid, inoperative or unenforceable provision had never been contained herein so as to give full force and effect to
the remaining such terms and provisions.
COUNTER PARTS.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more such counterparts have been signed by each of the parties
and delivered to each of the Parties.
APPLICABLE LAW JURISDICTION.
This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of England.
WAIVER OF JURY TRIAL.
The Parties hereto hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding relating
to this Agreement and for any counterclaim therein.
PARTY‑ A / INVESTOR
Page 10 of 15
PARTY‑ B / PARTNER
GOLD FIELDS AG
AGREEMENT NO: GFAG/RCTSCL/IPIP/10B/2019/20/11
DATE: 20 November 2019
ARBITRATION.
Every attempt shall be made to resolve disputes arising from unintended or inadvertent violation of this contractual
agreement as far as possible amicably. In the event that adjudication is required, local legal process shall be preceded
with according to the principal of the ICC as above indicated. Where judicial resolution is not thereby achieved, this
matter shall be settled by the ICC itself and the decision of which the Parties shall consider to be final and binding. No
State court of any nation shall have subject matter jurisdiction over matters arising under this Agreement.
NO RIGHTS OF THIRD PARTIES.
(i) This Agreement is made solely and specifically between and for the benefit of the parties hereto and their respective
members, successors and assigns subject to the express provisions hereof relating to successors and assigns, and (ii) no
other Person whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on
account of this Agreement as a third party beneficiary or otherwise.
SURVIVAL.
The covenants contained in this Agreement which, by their terms, require performance after the expiration or
termination of this Agreement shall be enforceable notwithstanding the expiration or other termination of this
Agreement.
HEADINGS.
Headings are included solely for convenience of reference and if there is any conflict between headings and the text of
this Agreement, the text shall control.
CURRENCY.
Any exchange of funds between Investor and Partner shall be made in the same currency in which INVESTOR
transferred the investment fund (Article III; Section 3.0.5.; (b)). In addition, all calculations pursuant to this AGREEMENT
and any joint venture agreement shall be based on ICC regulations.
SIGNATURES OF THE PARTIES
FOR AND BEHALF OF THE PARTY A / INVESTOR
FOR AND BEHALF OF THE PARTY B / PARTNER
GOLD FIELDS AG
REPRESENTED BY:
PASSPORT NUMBER:
DATE OF ISSUE
DATE OF EXPIRY:
COUNTRY OF ISSUE:
GILBERT RUSSELL
12CH16001
18.02.2013
17.02.2023
FRANCE
REPRESENTED BY:
PASSPORT NUMBER:
DATE OF ISSUE:
DATE OF EXPIRY:
COUNTRY OF ISSUE:
AGREED AND ACCEPTED FOR AND ON BEHALF OF PARTY-A AND PARTY-B:
As free expression of my will, I hereby affix below my signature on this document. A facsimile and/or e-mail copy of
this document, and any other related documents, shall be all deemed equally valid as the original of this document.
ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE” EDT (ELECTRONIC DOCUMENT
TRANSMISSIONS)
PARTY‑ A / INVESTOR
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PARTY‑ B / PARTNER
GOLD FIELDS AG
AGREEMENT NO: GFAG/RCTSCL/IPIP/10B/2019/20/11
DATE: 20 November 2019
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) shall be deemed valid and enforceable in respect of any
provisions of this contract. as applicable, this agreement shall be:
1. INCORPORATE U.S. PUBLIC LAW 106-229, ‘‘ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE
ACT’’ OR SUCH OTHER APPLICABLE LAW CONFORMING TO THE UNCITRAL MODEL LAW ON ELECTRONIC
SIGNATURES (2001) AND
2. ELECTRONIC COMMERCE AGREEMENT (ECE/ TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED
NATIONS CENTRE FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).
3. EDT DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC, AS APPLICABLE.
EITHER PARTY MAY REQUEST HARD COPY OF ANY DOCUMENT THAT HAS BEEN PREVIOUSLY TRANSMITTED BY
ELECTRONIC MEANS PROVIDED HOWEVER, THAT ANY SUCH REQUEST SHALL IN NO MANNER DELAY THE
PARTIES FROM PERFORMING THEIR RESPECTIVE OBLIGATIONS AND DUTIES UNDER EDT INSTRUMENTS.
INVESTOR PASSPORT COPY
PARTY‑ A / INVESTOR
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PARTY‑ B / PARTNER
GOLD FIELDS AG
AGREEMENT NO: GFAG/RCTSCL/IPIP/10B/2019/20/11
DATE: 20 November 2019
INVESTOR CERTIFICATE OF INCORPORATION
PARTY‑ A / INVESTOR
Page 13 of 15
PARTY‑ B / PARTNER
GOLD FIELDS AG
AGREEMENT NO: GFAG/RCTSCL/IPIP/10B/2019/20/11
DATE: 20 November 2019
PARTNER PASSPORT COPY
PARTY‑ A / INVESTOR
Page 14 of 15
PARTY‑ B / PARTNER
GOLD FIELDS AG
AGREEMENT NO: GFAG/RCTSCL/IPIP/10B/2019/20/11
DATE: 20 November 2019
PARTY‑ A / INVESTOR
Page 15 of 15
PARTY‑ B / PARTNER
GOLD FIELDS AG
AGREEMENT NO: GFAG/RCTSCL/IPIP/10B/2019/20/11
DATE: 20 November 2019
PARTNER CERTIFICATE OF INCORPORATION
***** THE END OF THE AGREEMENT *****
PARTY‑ A / INVESTOR
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PARTY‑ B / PARTNER