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PNG Extractive Industries Transparency Initiative (EITI) Beneficial Ownership implementation phase Pilot Disclosures July 5, 2019
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PNG Extractive Industries Transparency Initiative (EITI) Beneficial Ownership implementation phase Pilot Disclosures

July 5, 2019

2© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Table of C o n t e n t sPage Content

Page 3 EITI Global Model of Beneficial Ownership – Company details

Page 4 EITI Global Model of Beneficial Ownership – Beneficial Ownership declaration

Page 5 Comparisons – Application for Registration vs EITI Global Model of Beneficial Ownership form

Page 6-12 Potential Amended Investment Promotion Authority form

Page 13 Beneficial Ownership implementation phase update

Page 14 Beneficial Ownership declaration limitations

Page 15 Newcrest Mining Limited Shareholder mapping

Page 16-22 Newcrest Mining Limited Pilot Beneficial Ownership Disclosures

Page 23 Barrick Niugini Limited Shareholder mapping

Page 24-31 Barrick Niugini Limited Pilot Beneficial Ownership Disclosures

Page 32 ExxonMobil PNG Limited Shareholder mapping

Page 33-40 ExxonMobil PNG Limited Pilot Beneficial Ownership Disclosures

Page 41 Harmony Gold (PNG) Limited Shareholder mapping

Page 42-48 Harmony Gold (PNG) Limited Pilot Beneficial Ownership Disclosures

Page 49 Ok Tedi Mining Limited Shareholder mapping

Page 50-58 Ok Tedi Mining Limited Pilot Beneficial Ownership Disclosures

Page 59 Simberi Gold Company Limited Shareholder mapping

Page 60-65 Simberi Gold Company Limited Pilot Beneficial Ownership Disclosures

Page 66 Highlands Kainantu Limited Shareholder mapping

Page 67-73 Highlands Kainantu Limited Pilot Beneficial Ownership Disclosures

Page 74 Ramu Nickel Limited Shareholder mapping

Page 75-82 Ramu Nickel Limited Pilot Beneficial Ownership Disclosures

3© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

EITI global Model of Beneficial O w n e r s h i p declaration

The Extractive Industries Transparency Initiative (EITI) is a global standard which is aimed at achieving the good governance of oil, gas and mineral resources. In order topromote greater transparency and expose corruption within the extractive sector there is the need for the collection of data pertaining to Beneficial Ownership. Below is amodel beneficial ownership declaration form for collecting and collating beneficial ownership data.

4© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

EITI global M o d e l of Beneficial Ownership declaration cont.

5© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Comparisons - Application for registration vs EITI form To register, incorporate or to maintain a PNG company, companies must fill and lodge an application for registration. There are similarities of data required and

collected between the application for registration and the EITI global form. These overlapping information have been identified after numerous comparisons and areshown below in their respective sections.

It should be noted that the only addition that can be made to the IPA form may be the sub-section requiring the individual who lodges the application to disclosehis/her position within the entity pushing for registration

As there are similarities of data required and collected between the application for registration and the EITI global model form for disclosures, there are alsoanomalies present. These anomalies have been identified after numerous comparisons and are shown below;

a. In terms of company identification it can be noted that the style of ownership i.e. Privately owned or publicly owned should be clearly stated and incorporated intothe IPA form.

b. In terms of attestation, it should be clarified and/or decided as to which level of management is eligible to be able to undersign and attest to the information beingdisclosed on behalf of the reporting entity.

c. In terms of the country of registration, it should apply to international entities who intend to register and operate in Papua New Guinea.

d.In terms of the unique identification number, there should be clarification of whether the foreign company registration number is required or the registration numberonce registered with the Investment Promotion Authority (IPA).

e. In terms of beneficial ownership declaration there are several aspects lacking in the IPA application for registration which when incorporated will capture beneficialownership declaration. These specific information are listed as follows;

National Identification number (NID) - Members of the Multi-Stakeholder Group (MSG) have raised queries on whether the collection of NID numbers should be arequirement as the process of acquiring a national identification card is quite lengthy and not easily accessible.

Country of residence – It should be noted that the country of residence can be captured in the residential address. Residential address and service address canbe the breakdown of “Addresses’ when the shareholder is a natural person.

Other means of contact – The natural person disclosing beneficial ownership information will need to also disclose other means of ways of contact i.e. phonenumber(s) and/or email address(es).

Percentage of indirect and direct shares (if applicable)

Percentage of indirect and direct voting rights (if applicable)

Other means of ownership - if not through shares, then how? (if applicable)

Date of acquiring the beneficial interest, ultimately the shares above the threshold. (if applicable).

6© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Potential Amended IPA form

Page 1 of 7 of the form

The Investment Promotion Authority (IPA) plays the role of regulating the PNG Capital market to ensure that the market is transparent, fair, risk free and investors areprotected at all costs. After comparisons were made between the IPA’s form for Company registration and the EITI Global model for Beneficial Ownership Declaration,there were similarities and differences identified. Once identified, they may then been able to be incorporated into the current form for registration, the processes andprocedures of company registration as to further be able to capture beneficial ownership disclosure information. This amended IPA form has been tailored to suit the PNGmarket environment. (Refer to pages 6-12)

7© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Potential Amended IPA form cont.Page 2 of 7 of the form

8© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Potential Amended IPA form cont.Page 3 of 7 of the form

9© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Potential Amended IPA form cont.Page 4 of 7 of the form

10© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Potential Amended IPA form cont.Page 5 of 7 of the form

11© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Potential Amended IPA form cont.Page 6 of 7 of the form

12© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Potential Amended IPA form cont.Page 7 of 7 of the form

13© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Beneficial Ownership update • KPMG have used information that is publically available through the performance of desktop research to be able to construct shareholder mapping diagrams to

better understand and identify who the beneficial owners of several extractive entities are.

• KPMG through PNG EITI have liaised with several extractive entities i.e. Newcrest, Oil Search, Harmony Gold, ExxonMobil and various others to be able toundertake a pilot beneficial ownership project.

• For example, with respect to the case of Newcrest Mining Limited, the public information collected from company financial statements and other publiclyaccessible websites have been used to construct the entity’s shareholder map (see page 14).

• The shareholder map which has been constructed has further been used to identify the entities who own shares above the 5% threshold.

• In order to evaluate feasibility, time, cost, adverse events, and improve upon the implementation phase of Beneficial Ownership declaration a pilot study wasimplemented. This pilot beneficial ownership declaration project was carried out in an attempt to avoid time and money being used inadequately. Using theshareholder maps, each company’s limited identification details can be searched for and obtained through publicly accessible websites and populated onto theamended IPA form.

• Using the information that is publically available in conjunction with a company’s shareholder map, we were then able to identify each entity’s shareholding throughthe publicly accessible online portal for the Investment Promotion Authority (IPA) database. This accessibility gives sufficient detail and insight into whom theshareholder of these extractive entities are and their share bundles and percentages, thus fulfilling a requirement of the EITI standard of disclosing the first level ofan entities shareholding. Appendices 1-7 display Beneficial Ownership pilot disclosures when the amended forms are prepopulated.

14© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Beneficial Ownership declaration Limitations • There are limitations to having access to information on who the beneficial owners (natural persons) of these pilot entities are. Information may be

limited due to adhering to legal requirements.

• PNG EITI through KPMG have requested details of their (Newcrest) custodian holders who are financial institutions that hold theircustomers' securities for safekeeping so as to minimize the risk of their theft or loss. They are not necessarily public entities. They haveno influence over. To go forward will require voluntary disclosure and thus, they are unable to give any other BO disclosure information.

• For entities that may hold shares above the threshold and are registered in USA, cannot transfer information from America as they cannot breachthe American laws.

• As per conversation with several extractive entities, PNG EITI National Secretariat need to revisit the global EITI standard and confirm what isrequired of publicly listed entities in terms of the information in need of disclosure.

• PNG EITI needs to confirm the definition of Beneficial Ownership that’ll be used nationwide to clarify doubts and so all private and public entitiesare aware.

• Weak laws and regulations -In order for laws and regulations to be able to capture beneficial ownership, there is the need for the amendmentsof legal Acts. These legal requirements will take heed over an uncertain time period, however discussions to do so have well been underway andsignificant progress has been made. These legal actions will be able to hold extractive entities accountable for their beneficial ownership anddisclosures by adhering to an amended Act or Acts which require these entities to disclose this information in a timely and mandatory manner.

• It is worth noting that once it is identified that an extractive entity has a foreign shareholder who possesses shares above the BeneficialOwnership threshold, other foreign laws and regulations need to be adhered to. This ultimately results in less access to shareholding informationdue to various reasons i.e. confidentiality clauses and/or responsibilities or the entity being a privately listed entity, thus not obliged to discloseshareholding information.

15© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Newcrest Mining Limited Shareholder Mapping

Newcrest Mining Limited Shareholding information of

Newcrest Mining Limited above 5%

Beneficial Ownership threshold

VanEck Inc (Combined)

The Vanguard Group,Inc

(Combined)

BlackRock Inc (Combined)

5.73% shares 5.11% shares12. 16% shares

The Vanguard Group, Inc

5.23% shares

Capital Research & Management

Co. (World Investors)

Need to obtain shareholding

information above threshold

Need to obtain shareholding

information above threshold.

Orbis Group (Combined)

Need to obtain shareholding

information above threshold

5.73% shares

5.46% shares

Need to obtain shareholding

information above threshold

Need to obtain shareholding

information above threshold

Companies Office Investment Promotion Authority Form 1 | Application for registration of a company Section 13(1)(a), Companies Act 1997

Note If there is insufficient space on the form to supply the information required, attach a separate sheet containing the information set out in the prescribed format.

The information on this form must be either typewritten or printed legibly in BLOCK letters.

Name of proposed company Name reservation number

Country of registration (if the entity intending to register is an International entity):

Unique identification number (if the entity intending to register is an international entity):

1. AddressesAddress of registered office Provide the suburb, street name and number, or allotment and section number. The district and province must be stated. If at the premises of a firm or in a building the particulars must be provided. A village address is insufficient.

Address for service This may be the same as the address of the registered office. Provide the suburb, street name and number, or allotment and section number. The district and province must be stated. If at the premises of a firm or in a building the particulars must be provided. A village address is insufficient. A PO Box address is not allowed.

Address for communication Postal address to which communications from the Registrar may be sent.

Email address This is the address to which communications from the Registrar will be sent. An email is required in order to use the on-line filings services.

(Provide if available or attach a name reservation form)

Newcrest Mining Limited

Australia

ACN- 005 683 625 ABN-20 005 683 625

The difference between an ABN & an ACN is that an ABN is an 11 digit number issued by the ATO (Australian Tax Office) and an ACN is an Australian company number which is 9 digits long that is issued by the ASIC (Australian Securities & Investments Commission)

Level 7 Port Tower Building Hunter Street

NCD Port Moresby

Level 7 Port Tower Building Hunter Street

NCD Port Moresby

Level 7 Port Tower Building, Hunter Street

NCD Port Moresby

16

2. DirectorsThe following persons are the directors of the proposed company. The Applicant attests that all of the following named directorshave consented to act in that capacity.

Note | If there are more than three directors please attach a separate sheet containing the information set out in the format. All names should be in BLOCK letter format.

At least one director must provide an email address in order for the entity to use the on-line filings services. (See attachment 1)

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Email address:

3. SecretaryIf the company has a secretary, provide their name below. The Applicant attests that the person shown as secretary has consentedto act in this capacity.

Note| If there is more than one secretary please attach a separate sheet containing the information set out in the prescribed format. All names should be in BLOCK letter format.

Full legal name: Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Email address: 17

4. Shareholders

The following persons are the shareholders of the proposed company. The Applicant attests that the person(s) shown as shareholder(s) has consented to act in this capacity.

Instructions for completing shareholder information

1. If there are more than three shareholders please attach a separate sheet containing the information set out in theprescribed format. All names should be set out in BLOCK letter format . (See attachment 2) .

2. If the shareholder is a natural person, provide their first name followed by their surname. If the shareholder is aregistered entity (such as another company) provide the entity name and registration number.

3. If the shareholder is a natural person, provide their residential address. No address information is required if theshareholder is a registered entity.

4. If shares are jointly held, provide the particulars of each shareholder within a single box below.

Number of shares: Date(s) of Birth:

Name(s) of shareholder(s): Gender(s):

Registration number (if the shareholder is another registered entity): Nationality(ies) ofshareholder:

Address(es)(f the shareholder is a natural person):

Number of shares: Date(s) of Birth:

Name(s) of shareholder(s): Gender(s):

Registration number (if the shareholder is another registered entity): Nationality(ies) ofshareholder:

Address(es)(f the shareholder is a natural person):

18

1. Listing on POMSOX2. Investment in Subsidiaries3. Real Estate with own Lease

Number of shares: Date(s) of Birth:

Name(s) of shareholder(s): Gender(s):

Registration number (if the shareholder is another registered entity): Nationality(ies) ofshareholder:

Address(es)(f the shareholder is a natural person):

Total number of shares:

Is there more than one class of shares for this company? Yes No

If yes, attach a separate sheet that sets out the particulars of the different classes of shares.

5. Proposed Business Activity

The following is the proposed principal activity of the proposed company.

Agriculture

Forestry

Fisheries

Manufacturing

Tourism

Statutory company

Distribution

Mining

Construction

Retail

Oil and gas

Transportation

Entertainment/catering

Financial Institution

Telecommunication

Information technology

Professional & other services

Other

Does the company have a constitution?

Yes No

6. Applicant

*In the case of a natural person, please give first name(s) followed by surname in BLOCK letters.

The applicant will disclose his or her name and then sign

19

Email address for applicant This is the address to which communications from the Registrar will be sent. An email is required in order to use the on-line filings services.

7. Lodged by

Other contact details:

8. OwnershipCircle and answer the following questions appropriatelyIs the company a publicly listed company? Yes / No

What is the name of the stock exchange in which the company is listed? Australian Stock Exchange

Is the company a wholly owned subsidiary of a publicly listed company? Yes / No

Name of the publicly listed owner: N/A

Is the company a privately listed company? Yes / No

What is the full name(s) of the direct shareholder(s)?

Is this shareholder a natural person, a legal person or a state entity?

Country of registration (or nationality if a natural person):

What is the percentage (%) of interest in the company shares?

I, undersigned, for and on behalf of the reporting entity, confirm that all information provided above is accurate and reliable.

Date:

Name:

Position:

Signature:

11. ChecklistThe following must accompany this form:

� A completed notice of name reservation or the registration number of a previously lodged name reservation must be included.

� A copy of the constitution of the company, if one has been adopted (a constitution is optional).

� If there are multiple classes of shares, attach a separate sheet that sets out the particulars of the different classes of shares.

� A copy of the supplementary Beneficial Ownership (BO) declaration details form � The prescribed fee of K500 must accompany this form. A prescribed fee of K400.00 is payable if lodged through

the Online Registry Service. Please make cheques payable to ‘Registrar of Companies’.

The attestation will be signed by management and above

20

Companies Office Investment Promotion Authority Form 1.A | Beneficial Ownership Supplementary details

National identification number N/A (NID):

9. Information about how ownership is held or control over the company is exercised

a. Shareholding by direct shares or voting rights

b. Shareholding by indirect shares or indirect voting rights

By indirect shares Yes / No Number of indirect shares

N/A % of indirect shares

5.46%

Legal name of intermediate company 1

The Vanguard Group, Inc Unique identification number

058 471 104

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

By indirect voting rights Yes / No Number of indirect shares

% of indirect shares

5.23%

Legal name of intermediate company 1

Capital Research & Management Co.

Unique identification number

Yet to obtain

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

c. Other means of ownership or control over the company

By direct shares Yes / No Number of shares % of shares 12.16% By direct voting rights Yes / No Number of votes N/A % of voting

rights N/A

Name of Beneficial Owner:

If ownership is not held through shares or voting rights, please explain how ownership is exercised:

Country of residence

Means of contact Phone number(s): Email address(es):

BlackRock Inc

Australia

21

Attachments

Attachment 1 – List of Directors

Given names Surname Residential address Postal address Nationality Date of birth Gerard Michael BOND 76 Carpenter Street Brighton

VIC 3186 AUSTRALIA Level 8, 600 St Kilda Road, Melbourne, VIC 3004 AUSTRALIA

Australian 02 Feb 1968

Richard John LEE 959 Barrenjoey Road, Palm Beach, NSW 2108 AUSTRALIA

Level 8,600 St Kilda Road, Melbourne, VIC 3004 AUSTRALIA

Australian 06 Mar 1950

Roger HIGGINS 136 Kingston Terrace Nth Adelaide SA 5006 AUSTRALIA

Level 8, 600 St Kilda Road, Melbourne, VIC 3004 AUSTRALIA

Australian 19 Dec 1950

Philip AIKEN Flat 12, 36 Sloane Court West, London, UNITED KINGDOM

Level 8, 600 St Kilda Road, Melbourne, VIC 3004 AUSTRALIA

Australian 09 Jan 1949

Peter Algernon Franc

HAY 59 Cromwell Road, South Yarra, VIC 3141 AUSTRALIA

Level 8, 600 St Kilda Road, Melbourne, VIC 3004 AUSTRALIA

Australian 28 Jun 1950

Sandeep BISWAS 27 Meiers Road Indooroopilly, QLD 4068 AUSTRALIA

Level 8, 600 St Kilda Road, Melbourne, VIC 3004 AUSTRALIA

Australian 19 Jan 1962

Xialing LIU 12 Christowel Street Camberwell VIC 3124 AUSTRALIA

Level 8, 600 St Kilda Road, Melbourne, VIC 3004 AUSTRALIA

Australian 03 Oct 1956

Vickki Anne MCFADDEN 18 Castra Place Double Bay NSW 2028 AUSTRALIA

Level 8, 600 St Kilda Road, Melbourne, VIC 3004 AUSTRALIA

Australian 06 Jul 1959

Attachment 2 – Shareholders

22

23© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Barrick Niugini Limited Shareholder mapping

Barrick Niugini Limited

Total shares: 2374776789

Shareholding information of Barrick Niugini Limited above 5% Beneficial Ownership threshold

Gold Mountains (H.K) International Mining Company

Limited (1187388390 shares)

Barrick (PD) Australia Limited (1187388390 shares)

50% shares 50% shares

Need to obtain shareholding information above threshold

Need to obtain shareholding information above threshold

Companies Office Investment Promotion Authority Form 1 | Application for registration of a company Section 13(1)(a), Companies Act 1997

Note If there is insufficient space on the form to supply the information required, attach a separate sheet containing the information set out in the prescribed format.

The information on this form must be either typewritten or printed legibly in BLOCK letters.

Name of proposed company Name reservation number

Country of registration (if the entity intending to register is an International entity):

Unique identification number (if the entity intending to register is an international entity):

1. AddressesAddress of registered office Provide the suburb, street name and number, or allotment and section number. The district and province must be stated. If at the premises of a firm or in a building the particulars must be provided. A village address is insufficient.

Address for service This may be the same as the address of the registered office. Provide the suburb, street name and number, or allotment and section number. The district and province must be stated. If at the premises of a firm or in a building the particulars must be provided. A village address is insufficient. A PO Box address is not allowed.

Address for communication Postal address to which communications from the Registrar may be sent.

Email address This is the address to which communications from the Registrar will be sent. An email is required in order to use the on-line filings services.

(Provide if available or attach a name reservation form)

Barrick Niugini Limited

Papua New Guinea

Ashurst Png, Level 11 Mrdc Haus, Cnr Of Musgrave Street And Champion Parade, Port Moresby, National Capital District, Papua New Guinea

National Capital District

Ashurst Png, Level 11 Mrdc Haus, Cnr Of Musgrave Street And Champion Parade, Port Moresby, National Capital District, Papua New Guinea

National Capital District

C/- Po Box 850, Por Moresby, National Capital District, PNG

National Capital District

24

2. DirectorsThe following persons are the directors of the proposed company. The Applicant attests that all of the following named directorshave consented to act in that capacity.

Note | If there are more than three directors please attach a separate sheet containing the information set out in the format. All names should be in BLOCK letter format.

At least one director must provide an email address in order for the entity to use the on-line filings services. (See attachment 1)

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Email address:

3. SecretaryIf the company has a secretary, provide their name below. The Applicant attests that the person shown as secretary has consentedto act in this capacity.

Note| If there is more than one secretary please attach a separate sheet containing the information set out in the prescribed format. All names should be in BLOCK letter format.

Full legal name: Ian Raymond SHEPHERD Nationality: Australian

Residential address: Unit C-8-3, Gardenia, Section 24, Allotment 45, Granville, Chesterfield Street, Port Moresby, National Capital District, 121, Papua New Guinea

Gender: Male

Postal address: Po Box 850, Port Moresby, National Capital District, 121, Papua New Guinea

Date of Birth:

Email address: [email protected]

dd/mm/yyyy

25

4. Shareholders

The following persons are the shareholders of the proposed company. The Applicant attests that the person(s) shown as shareholder(s) has consented to act in this capacity.

Instructions for completing shareholder information

1. If there are more than three shareholders please attach a separate sheet containing the information set out in theprescribed format. All names should be set out in BLOCK letter format .

2. If the shareholder is a natural person, provide their first name followed by their surname. If the shareholder isa registered entity (such as another company) provide the entity name and registration number.

3. If the shareholder is a natural person, provide their residential address. No address information is required if theshareholder is a registered entity.

4. If shares are jointly held, provide the particulars of each shareholder within a single box below.

Number of shares: 1187388390 shares Date(s) of Birth: N/A

Name(s) of shareholder(s): Gold Mountains (H.K) International Mining Company Limited

Gender(s): N/A

Registration number (if the shareholder is another registered entity): Nationality(ies) of

Certificate of Incorporation No - 931321 shareholder: China

Address(es)(f the shareholder is a natural person): Flat/rm 7503a 75/f, International Commerce Centre, 1 Austin Road West, Kowloon,Hong Kong

Number of shares: 1187388390 shares Date(s) of Birth: N/A

Name(s) of shareholder(s): Barrick (PD) Australia Limited Gender(s): N/A

Registration number (if the shareholder is another registered entity): Nationality(ies) of

ACN - 050284967 shareholder: Australia

Address(es)(f the shareholder is a natural person): Level 9, Brookfield Place,125 St Georges Terrace, Waa 6000, Perth, Australia

26

1. Listing on POMSOX2. Investment in Subsidiaries3. Real Estate with own Lease

Number of shares: Date(s) of Birth:

Name(s) of shareholder(s): Gender(s):

Registration number (if the shareholder is another registered entity): Nationality(ies) ofshareholder:

Address(es)(f the shareholder is a natural person):

Total number of shares:

Is there more than one class of shares for this company? Yes No

If yes, attach a separate sheet that sets out the particulars of the different classes of shares.

5. Proposed Business Activity

The following is the proposed principal activity of the proposed company.

Agriculture

Forestry

Fisheries

Manufacturing

Tourism

Statutory company

Distribution

Mining

Construction

Retail

Oil and gas

Transportation

Entertainment/catering

Financial Institution

Telecommunication

Information technology

Professional & other services

Other

Does the company have a constitution?

Yes No

6. Applicant

*In the case of a natural person, please give first name(s) followed by surname in BLOCK letters.

The applicant will disclose his or her name and then sign

27

Email address for applicant This is the address to which communications from the Registrar will be sent. An email is required in order to use the on-line filings services.

7. Lodged by

Other contact details:

8. OwnershipCircle and answer the following questions appropriatelyIs the company a publicly listed company? Yes / No

What is the name of the stock exchange in which the company is listed? Australian Stock Exchange

Is the company a wholly owned subsidiary of a publicly listed company? Yes / No

Name of the publicly listed owner: N/A

Is the company a privately listed company? Yes / No

What is the full name(s) of the direct shareholder(s)?

Is this shareholder a natural person, a legal person or a state entity?

Country of registration (or nationality if a natural person):

What is the percentage (%) of interest in the company shares?

I, undersigned, for and on behalf of the reporting entity, confirm that all information provided above is accurate and reliable.

Date:

Name:

Position:

Signature:

11. ChecklistThe following must accompany this form:

� A completed notice of name reservation or the registration number of a previously lodged name reservation must be included.

� A copy of the constitution of the company, if one has been adopted (a constitution is optional).

� If there are multiple classes of shares, attach a separate sheet that sets out the particulars of the different classes of shares.

� A copy of the supplementary Beneficial Ownership (BO) declaration details form � The prescribed fee of K500 must accompany this form. A prescribed fee of K400.00 is payable if lodged through

the Online Registry Service. Please make cheques payable to ‘Registrar of Companies’.

The applicant will disclose his or email for correspondence

The attestation will be signed by management and above

28

Companies Office Investment Promotion Authority Form 1.A | Beneficial Ownership Supplementary details

National identification number Certificate of Incorporation No - 931321 (NID):

9. Information about how ownership is held or control over the company is exercised

a. Shareholding by direct shares or voting rights

b. Shareholding by indirect shares or indirect voting rights

By indirect shares Yes / No Number of indirect shares

N/A % of indirect shares

N/A

Legal name of intermediate company 1

N/A as entity is a private enitity

Unique identification number

N/A as entity is a private enitity

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

By indirect voting rights Yes / No Number of indirect shares

% of indirect shares

Legal name of intermediate company 1

Unique identification number

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

c. Other means of ownership or control over the company

By direct shares Yes / No Number of shares N/A % of shares N/A By direct voting rights Yes / No Number of votes N/A % of voting

rights N/A

Name of Beneficial Owner:

If ownership is not held through shares or voting rights, please explain how ownership is exercised:

Country of residence

Means of contact Phone number(s): Email address(es):

Gold Mountains (H.K) International Mining Company Limited

Hong Kong

29

Companies Office Investment Promotion Authority Form 1.A | Beneficial Ownership Supplementary details

National identification number ACN 050284967 (NID):

10. Information about how ownership is held or control over the company is exercised

d. Shareholding by direct shares or voting rights

e. Shareholding by indirect shares or indirect voting rights

By indirect shares Yes / No Number of indirect shares

N/A % of indirect shares

N/A

Legal name of intermediate company 1

N/A as entity is a private entitiy

Unique identification number

N/A as entity is a private entitiy

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

By indirect voting rights Yes / No Number of indirect shares

% of indirect shares

5.23%

Legal name of intermediate company 1

Unique identification number

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

f. Other means of ownership or control over the company

By direct shares Yes / No Number of shares N/A % of shares N/A By direct voting rights Yes / No Number of votes N/A % of voting

rights N/A

Name of Beneficial Owner:

If ownership is not held through shares or voting rights, please explain how ownership is exercised:

Country of residence

Means of contact Phone number(s): Email address(es):

Barrick (PD) Australia Limited

Australia

30

Attachments

Attachment 1 – List of Directors

Given names Surname Residential address Postal address Nationality Date of birth Anthony Ian ESPLIN 87 Beresford Avenue,

Boronia, Victoria, 3155, Australia

Po Box 7050, Cairns, Queensland, 4870, Australia

AUST Individual inputs dob

Mark Francis HILL 1188 Carey Road, Oakville, Ontario, L6J2E4, Canada

161 Bay Street, Suite 3700, Toronto, Ontario, M5J2S1, Canada

AUST Individual inputs dob

Xiaodong HUANG 41/f, Tower B, Avic Zijin Plaza, 1811 Huandao East Road, Siming District, Xiamen, 361008, China

41/f, Tower B, Avic Zijin Plaza, 1811 Huandao East Road, Siming District, Xiamen, 361008, China

CHINA Individual inputs dob

Wooh Chan LEE 1-3-13-1003, Momochihama,Fukuoka, Japan

1-3-13-1003,Momochihama,Fukuoka, Japan

USA Individual inputs dob

Fang QIXUE Room 102,no.5 Zijin Home, Xili, Zhongzhai, Huli,xiamen, Fujian, China

Room 102,no.5 Zijin Home, Xili, Zhongzhai, Huli,xiamen, Fujian, China

CHINA Individual inputs dob

Shen SHAOYANG 1702-81 Changqing, Beili, Xiamen, Fujian, China

1702-81 Changqing, Beili, Xiamen, Fujian, China

CHINA Individual inputs dob

Ila Temu Section 51, Allotment 1, Granville, Port Moresby, National Capital District, Papua New Guinea

Po Box 851, Port Moresby, National Capital District, Papua New Guinea

PNG Individual inputs dob

31

32© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

ExxonMobil PNG Limited Shareholder mapping

EXXONMOBIL PNG LIMITED Total Shares: 2,245,520

MOBIL PNG GAS HOLDINGS PTY LTDShare bundle: 1,837,270

EXXON OVERSEAS INVESTMENT CORPORATION

Share bundle: 408,250

Shareholding information of ExxonMobil PNG Limited above 5%

Beneficial Ownership threshold 81.82% shares 18.18% shares

Need to obtain shareholding information above threshold

Need to obtain shareholding information above threshold

Companies Office Investment Promotion Authority Form 1 | Application for registration of a company Section 13(1)(a), Companies Act 1997

Note If there is insufficient space on the form to supply the information required, attach a separate sheet containing the information set out in the prescribed format.

The information on this form must be either typewritten or printed legibly in BLOCK letters.

Name of proposed company Name reservation number

Country of registration (if the entity intending to register is an International entity):

Unique identification number (if the entity intending to register is an international entity):

1. AddressesAddress of registered office Provide the suburb, street name and number, or allotment and section number. The district and province must be stated. If at the premises of a firm or in a building the particulars must be provided. A village address is insufficient.

Address for service This may be the same as the address of the registered office. Provide the suburb, street name and number, or allotment and section number. The district and province must be stated. If at the premises of a firm or in a building the particulars must be provided. A village address is insufficient. A PO Box address is not allowed.

Address for communication Postal address to which communications from the Registrar may be sent.

Email address This is the address to which communications from the Registrar will be sent. An email is required in order to use the on-line filings services.

(Provide if available or attach a name reservation form)

ExxonMobil PNG Limited

Papua New Guinea

Ashurst Png, Level 11 Mrdc Haus, Cnr Of Musgrave Street And Champion Parade, Port Moresby, National Capital District, Papua New Guinea

National Capital District

Ashurst Png, Level 11 Mrdc Haus, Cnr Of Musgrave Street And Champion Parade, Port Moresby, National Capital District, Papua New Guinea

National Capital District

Po Box 850, PORT MORESBY, NCD, 121, PNG

National Capital District

33

2. DirectorsThe following persons are the directors of the proposed company. The Applicant attests that all of the following named directorshave consented to act in that capacity.

Note | If there are more than three directors please attach a separate sheet containing the information set out in the format. All names should be in BLOCK letter format.

At least one director must provide an email address in order for the entity to use the on-line filings services. (See attachment 1)

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Email address:

3. SecretaryIf the company has a secretary, provide their name below. The Applicant attests that the person shown as secretary has consentedto act in this capacity.

Note| If there is more than one secretary please attach a separate sheet containing the information set out in the prescribed format. All names should be in BLOCK letter format.

Full legal name: Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Email address: 34

4. Shareholders

The following persons are the shareholders of the proposed company. The Applicant attests that the person(s) shown as shareholder(s) has consented to act in this capacity.

Instructions for completing shareholder information

1. If there are more than three shareholders please attach a separate sheet containing the information set out in theprescribed format. All names should be set out in BLOCK letter format .

2. If the shareholder is a natural person, provide their first name followed by their surname. If the shareholder isa registered entity (such as another company) provide the entity name and registration number.

3. If the shareholder is a natural person, provide their residential address. No address information is required if theshareholder is a registered entity.

4. If shares are jointly held, provide the particulars of each shareholder within a single box below.

Number of shares: 1837270 shares Date(s) of Birth: N/A

Name(s) of shareholder(s): Mobil PNG Gas Holdings Pty Limited

Gender(s): N/A

Registration number (if the shareholder is another registered entity): Nationality(ies) of

N/A shareholder: N/A

Address(es)(f the shareholder is a natural person): N/A

Number of shares: 408250 shares Date(s) of Birth: N/A

Name(s) of shareholder(s): Exxon Overseas Investment Corporation

Gender(s): N/A

Registration number (if the shareholder is another registered entity): Nationality(ies) of

N/A shareholder: N/A

Address(es)(f the shareholder is a natural person): N/A

35

1. Listing on POMSOX2. Investment in Subsidiaries3. Real Estate with own Lease

Number of shares: Date(s) of Birth:

Name(s) of shareholder(s): Gender(s):

Registration number (if the shareholder is another registered entity): Nationality(ies) ofshareholder:

Address(es)(f the shareholder is a natural person):

Total number of shares:

Is there more than one class of shares for this company? Yes No

If yes, attach a separate sheet that sets out the particulars of the different classes of shares.

5. Proposed Business Activity

The following is the proposed principal activity of the proposed company.

Agriculture

Forestry

Fisheries

Manufacturing

Tourism

Statutory company

Distribution

Mining

Construction

Retail

Oil and gas

Transportation

Entertainment/catering

Financial Institution

Telecommunication

Information technology

Professional & other services

Other

Does the company have a constitution?

Yes No

6. Applicant

*In the case of a natural person, please give first name(s) followed by surname in BLOCK letters.

The applicant will disclose his or her name and then sign

36

Email address for applicant This is the address to which communications from the Registrar will be sent. An email is required in order to use the on-line filings services.

7. Lodged by

Other contact details:

8. OwnershipCircle and answer the following questions appropriatelyIs the company a publicly listed company? Yes / No

What is the name of the stock exchange in which the company is listed? Australian Stock Exchange

Is the company a wholly owned subsidiary of a publicly listed company? Yes / No

Name of the publicly listed owner: ExxonMobil Corporation

Is the company a privately listed company? Yes / No

What is the full name(s) of the direct shareholder(s)?

Is this shareholder a natural person, a legal person or a state entity?

Country of registration (or nationality if a natural person):

What is the percentage (%) of interest in the company shares?

I, undersigned, for and on behalf of the reporting entity, confirm that all information provided above is accurate and reliable.

Date:

Name:

Position:

Signature:

11. ChecklistThe following must accompany this form:

� A completed notice of name reservation or the registration number of a previously lodged name reservation must be included.

� A copy of the constitution of the company, if one has been adopted (a constitution is optional).

� If there are multiple classes of shares, attach a separate sheet that sets out the particulars of the different classes of shares.

� A copy of the supplementary Beneficial Ownership (BO) declaration details form � The prescribed fee of K500 must accompany this form. A prescribed fee of K400.00 is payable if lodged through

the Online Registry Service. Please make cheques payable to ‘Registrar of Companies’.

The applicant will disclose his or email for correspondence

The attestation will be signed by management and above

37

Companies Office Investment Promotion Authority Form 1.A | Beneficial Ownership Supplementary details

National identification number ABN-35008633707 ACN-008633707 (NID):

9. Information about how ownership is held or control over the company is exercised

a. Shareholding by direct shares or voting rights

b. Shareholding by indirect shares or indirect voting rights

By indirect shares Yes / No Number of indirect shares

N/A % of indirect shares

N/A

Legal name of intermediate company 1

N/A as enitiy is a privately listed entity

Unique identification number

N/A as enitiy is a privately listed entity

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

By indirect voting rights Yes / No Number of indirect shares

% of indirect shares

Legal name of intermediate company 1

Unique identification number

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

c. Other means of ownership or control over the company

By direct shares Yes / No Number of shares 1837270 % of shares 81.82%

By direct voting rights Yes / No Number of votes N/A % of voting rights

N/A

Name of Beneficial Owner:

If ownership is not held through shares or voting rights, please explain how ownership is exercised:

Country of residence

Means of contact Phone number(s): Email address(es):

Mobil PNG Gas Holdings Pty Limited

Australia

38

Companies Office Investment Promotion Authority Form 1.A | Beneficial Ownership Supplementary details

National identification number N/A (NID):

10. Information about how ownership is held or control over the company is exercised

d. Shareholding by direct shares or voting rights

e. Shareholding by indirect shares or indirect voting rights

By indirect shares Yes / No Number of indirect shares

N/A % of indirect shares

N/A

Legal name of intermediate company 1

N/A as enitiy is a privately listed entity

Unique identification number

N/A as enitiy is a privately listed entity

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

By indirect voting rights Yes / No Number of indirect shares

% of indirect shares

Legal name of intermediate company 1

Unique identification number

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

f. Other means of ownership or control over the company

By direct shares Yes / No Number of shares 408250 % of shares 18.18%

By direct voting rights Yes / No Number of votes N/A % of voting rights

N/A

Name of Beneficial Owner:

If ownership is not held through shares or voting rights, please explain how ownership is exercised:

Country of residence

Means of contact Phone number(s): Email address(es):

Exxon Overseas Investment Corporation

N/A

39

Attachments

Attachment 1 – List of Directors

Given names Surname Residential address Postal address Nationality Date of birth Andrew Geoffrey BARRY Unit 4119, Appartment Block

C5, Airways Hotel Appartments, Jacksons Parade, 6 Mile, National Capital District, Papua New Guinea

P O Box 118, Port Moresby, National Capital District, 121, Papua New Guinea

AUST Individual inputs dob

Eric Alan GUENTHER Apartment 4142, Airways Residences, Jacksons Parade, Seven Mile, Port Moresby, National Capital District, Papua New Guinea

Po Box 118, Port Moresby, National Capital District, Papua New Guinea

USA Individual inputs dob

Raymond Edgebert JONES 70 N. Gary Glen Circle, The Woodlands, Texas, 77382, United States

22777 Springwoods Village Parkway, Spring, Texas, 77389, United States

USA Individual inputs dob

Dinesh Gerard SIVASAMBOO Apartment 4132, Airways Apartments, Jacksons Parade, Seven Mile, Port Moresby, National Capital District, Papua New Guinea

Po Box 118, Port Moresby, National Capital District, Papua New Guinea

MALAYSIA Individual inputs dob

Attachment 2 – List of Secretaries

Given names Surname Residential address Postal address Nationality Date of birth David Kent BAGGS Apartment 4125, Airways

Apartments, Jacksons Parade, Seven Mile, Port Moresby, National Capital District, Papua New Guinea

P O Box 118, Port Moresby, National Capital District, 121, Papua New Guinea

USA Individual inputs dob

David Wadham PREST Apartment 4162, Airways, Jacksons Parade, Seven Mile, National Capital District, Papua New Guinea

Po Box 118, Port Moresby, National Capital District, Papua New Guinea

AUST Individual inputs dob

40

41© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Harmony Gold Mine Shareholder mapping

Harmony Gold Mine Total shares: 1

Shareholding information of Harmony Gold Mine above 5% Beneficial Ownership threshold

Harmony Gold (PNG Services) Pty Limited

(1 share)

Unable to obtain shareholding information above threshold

100%

Companies Office Investment Promotion Authority Form 1 | Application for registration of a company Section 13(1)(a), Companies Act 1997

Note If there is insufficient space on the form to supply the information required, attach a separate sheet containing the information set out in the prescribed format.

The information on this form must be either typewritten or printed legibly in BLOCK letters.

Name of proposed company Name reservation number

Country of registration (if the entity intending to register is an International entity):

Unique identification number (if the entity intending to register is an international entity):

1. AddressesAddress of registered office Provide the suburb, street name and number, or allotment and section number. The district and province must be stated. If at the premises of a firm or in a building the particulars must be provided. A village address is insufficient.

Address for service This may be the same as the address of the registered office. Provide the suburb, street name and number, or allotment and section number. The district and province must be stated. If at the premises of a firm or in a building the particulars must be provided. A village address is insufficient. A PO Box address is not allowed.

Address for communication Postal address to which communications from the Registrar may be sent.

Email address This is the address to which communications from the Registrar will be sent. An email is required in order to use the on-line filings services.

(Provide if available or attach a name reservation form)

Harmony Gold (PNG) Limited

Papua New Guinea

Ashurst Png, Level 11 Mrdc Haus, Cnr Of Musgrave Street And Champion Parade, Port Moresby, National Capital District, Papua New Guinea

National Capital District

Ashurst Png, Level 11 Mrdc Haus, Cnr Of Musgrave Street And Champion Parade, Port Moresby, National Capital District, Papua New Guinea

National Capital District

C/- Po Box 850, Por Moresby, National Capital District, PNG

National Capital District

42

2. DirectorsThe following persons are the directors of the proposed company. The Applicant attests that all of the following named directorshave consented to act in that capacity.

Note | If there are more than three directors please attach a separate sheet containing the information set out in the format. All names should be in BLOCK letter format.

At least one director must provide an email address in order for the entity to use the on-line filings services. (See attachment 1)

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Email address:

3. SecretaryIf the company has a secretary, provide their name below. The Applicant attests that the person shown as secretary has consentedto act in this capacity.

Note| If there is more than one secretary please attach a separate sheet containing the information set out in the prescribed format. All names should be in BLOCK letter format.

Full legal name: Ian Raymond SHEPHERD Nationality: Australian

Residential address: Unit C-8-3, Gardenia, Section 24, Allotment 45, Granville, Chesterfield Street, Port Moresby, National Capital District, 121, Papua New Guinea

Gender: Male

Postal address: Po Box 850, Port Moresby, National Capital District, 121, Papua New Guinea

Date of Birth:

Email address: [email protected]

dd/mm/yyyy

43

4. Shareholders

The following persons are the shareholders of the proposed company. The Applicant attests that the person(s) shown as shareholder(s) has consented to act in this capacity.

Instructions for completing shareholder information

1. If there are more than three shareholders please attach a separate sheet containing the information set out in theprescribed format. All names should be set out in BLOCK letter format .

2. If the shareholder is a natural person, provide their first name followed by their surname. If the shareholder isa registered entity (such as another company) provide the entity name and registration number.

3. If the shareholder is a natural person, provide their residential address. No address information is required if theshareholder is a registered entity.

4. If shares are jointly held, provide the particulars of each shareholder within a single box below.

Number of shares: 1 Share Date(s) of Birth: N/A

Name(s) of shareholder(s): Harmony Gold (PNG Services) Pty Limited Gender(s): N/A

Registration number (if the shareholder is another registered entity): Nationality(ies) of

N/A shareholder: Australia

Address(es)(if the shareholder is a natural person): Level 2, 189 Coronation Drive, Milton, Queensland, Australia

Number of shares: Date(s) of Birth:

Name(s) of shareholder(s): Gender(s):

Registration number (if the shareholder is another registered entity): Nationality(ies) ofshareholder:

Address(es)(f the shareholder is a natural person):

44

1. Listing on POMSOX2. Investment in Subsidiaries3. Real Estate with own Lease

Number of shares: Date(s) of Birth:

Name(s) of shareholder(s): Gender(s):

Registration number (if the shareholder is another registered entity): Nationality(ies) ofshareholder:

Address(es)(f the shareholder is a natural person):

Total number of shares:

Is there more than one class of shares for this company? Yes No

If yes, attach a separate sheet that sets out the particulars of the different classes of shares.

5. Proposed Business Activity

The following is the proposed principal activity of the proposed company.

Agriculture

Forestry

Fisheries

Manufacturing

Tourism

Statutory company

Distribution

Mining

Construction

Retail

Oil and gas

Transportation

Entertainment/catering

Financial Institution

Telecommunication

Information technology

Professional & other services

Other

Does the company have a constitution?

Yes No

6. Applicant

*In the case of a natural person, please give first name(s) followed by surname in BLOCK letters.

The applicant will disclose his or her name and then sign

45

Email address for applicant This is the address to which communications from the Registrar will be sent. An email is required in order to use the on-line filings services.

7. Lodged by

Other contact details:

8. OwnershipCircle and answer the following questions appropriatelyIs the company a publicly listed company? Yes / No

What is the name of the stock exchange in which the company is listed? Australian Stock Exchange

Is the company a wholly owned subsidiary of a publicly listed company? Yes / No

Name of the publicly listed owner: N/A

Is the company a privately listed company? Yes / No

What is the full name(s) of the direct shareholder(s)?

Is this shareholder a natural person, a legal person or a state entity?

Country of registration (or nationality if a natural person):

What is the percentage (%) of interest in the company shares?

I, undersigned, for and on behalf of the reporting entity, confirm that all information provided above is accurate and reliable.

Date:

Name:

Position:

Signature:

11. ChecklistThe following must accompany this form:

� A completed notice of name reservation or the registration number of a previously lodged name reservation must be included.

� A copy of the constitution of the company, if one has been adopted (a constitution is optional).

� If there are multiple classes of shares, attach a separate sheet that sets out the particulars of the different classes of shares.

� A copy of the supplementary Beneficial Ownership (BO) declaration details form � The prescribed fee of K500 must accompany this form. A prescribed fee of K400.00 is payable if lodged through

the Online Registry Service. Please make cheques payable to ‘Registrar of Companies’.

The applicant will disclose his or email for correspondence

The attestation will be signed by management and above

46

Companies Office Investment Promotion Authority Form 1.A | Beneficial Ownership Supplementary details

National identification number N/A (NID):

9. Information about how ownership is held or control over the company is exercised

a. Shareholding by direct shares or voting rights

b. Shareholding by indirect shares or indirect voting rights

By indirect shares Yes / No Number of indirect shares

N/A % of indirect shares

N/A

Legal name of intermediate company 1

N/A as entity is a private entitiy

Unique identification number

N/A as entity is a private entitiy

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

By indirect voting rights Yes / No Number of indirect shares

% of indirect shares

Legal name of intermediate company 1

Unique identification number

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

c. Other means of ownership or control over the company

By direct shares Yes / No Number of shares N/A % of shares N/A By direct voting rights Yes / No Number of votes N/A % of voting

rights N/A

Name of Beneficial Owner:

If ownership is not held through shares or voting rights, please explain how ownership is exercised:

Country of residence

Means of contact Phone number(s): Email address(es):

Harmony Gold (PNG Services) Pty Limited

Australia

47

Attachments

Attachment 1 – List of Directors

Given names Surname Residential address Postal address Nationality Date of birth Frank ABBOTT 27 Eridge Road, Forest Town,

JOHANNESBURG, 2001, South Africa

27 Eridge Road, Forest Town, JOHANNESBURG, 2001, South Africa

S/AFRICA Individual inputs dob

Ian Raymond SHEPHERD Unit C-8-3, Gardenia, Section 45, Allotment 24, Granville, Chesterfield Street, Port Moresby, National Capital District, 121, Papua New Guinea

Po Box 850, Port Moresby, National Capital District, 121, Papua New Guinea

AUST Individual inputs dob

Peter William STEENKAMP 16 Thomas Baines Street, Secunda, 2302, South Africa

16 Thomas Baines Street, Secunda, 2302, South Africa

S/AFRICA Individual inputs dob

Aubrey Craig TESTA 31 Asteroid Place, Bridgeman Downs, QUEENSLAND, 4035, Australia

31 Asteroid Place, Bridgeman Downs, QUEENSLAND, 4035, Australia

S/AFRICA Individual inputs dob

Johannes Jacobus VAN HEERDEN

21 Ramada Place, Fig Tree Pocket, QUEENSLAND, 4069, Australia

21 Ramada Place, Fig Tree Pocket, QUEENSLAND, 4069, Australia

S/AFRICA Individual inputs dob

48

49© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Ok Tedi Mining Limited Shareholder mapping

Ok Tedi Mining Limited Total shares: 192,700,000

Mineral Resources Ok Tedi No. 2 Limited (23124000,000 shares)

The Independent State of Papua New Guinea (129109000 shares)

Shareholding information of Ok Tedi Mining Limited above

5% Beneficial Ownership threshold

Mineral Resources Star Mountains Limited (17343000

shares)

Mineral Resources CMCA Holdings Limited

Mineral Resources Development Company Limited (2 shares)

Mineral Resources Development Company Limited (2 shares)

Mineral Resources Development Company Limited (8 shares)

Need to obtain shareholding information above threshold

Need to obtain shareholding information above threshold

Need to obtain shareholding information above threshold

Need to obtain shareholding information above threshold

Companies Office Investment Promotion Authority Form 1 | Application for registration of a company Section 13(1)(a), Companies Act 1997

Note If there is insufficient space on the form to supply the information required, attach a separate sheet containing the information set out in the prescribed format.

The information on this form must be either typewritten or printed legibly in BLOCK letters.

Name of proposed company Name reservation number

Country of registration (if the entity intending to register is an International entity):

Unique identification number (if the entity intending to register is an international entity):

1. AddressesAddress of registered office Provide the suburb, street name and number, or allotment and section number. The district and province must be stated. If at the premises of a firm or in a building the particulars must be provided. A village address is insufficient.

Address for service This may be the same as the address of the registered office. Provide the suburb, street name and number, or allotment and section number. The district and province must be stated. If at the premises of a firm or in a building the particulars must be provided. A village address is insufficient. A PO Box address is not allowed.

Address for communication Postal address to which communications from the Registrar may be sent.

Email address This is the address to which communications from the Registrar will be sent. An email is required in order to use the on-line filings services.

(Provide if available or attach a name reservation form)

Ok Tedi Mining Limited

Papua New Guinea

C/- Ok Tedi Mining Limited 1 Dakon Road, Tabubil Western Province Papua New Guinea

Western Province

C/- Ok Tedi Mining Limited 1 Dakon Road, Tabubil Western Province Papua New Guinea Western Province

PO Box 1 Tabubil, Western Province ,Papua New Guinea

Western Province

50

2. DirectorsThe following persons are the directors of the proposed company. The Applicant attests that all of the following named directorshave consented to act in that capacity.

Note | If there are more than three directors please attach a separate sheet containing the information set out in the format. All names should be in BLOCK letter format.

At least one director must provide an email address in order for the entity to use the on-line filings services. (See attachment 1)

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Email address:

3. SecretaryIf the company has a secretary, provide their name below. The Applicant attests that the person shown as secretary has consentedto act in this capacity.

Note| If there is more than one secretary please attach a separate sheet containing the information set out in the prescribed format. All names should be in BLOCK letter format.

Full legal name: Cameron James CLARK Nationality: Austrakian

Residential address: 23 Imal Street, Tabubil, Western Province, Papua New Guinea

Gender: Male

Postal address: Po Box 1, Tabubil, Western Province, Papua New Guinea

Date of Birth:

Email address: 51

4. Shareholders

The following persons are the shareholders of the proposed company. The Applicant attests that the person(s) shown as shareholder(s) has consented to act in this capacity.

Instructions for completing shareholder information

1. If there are more than three shareholders please attach a separate sheet containing the information set out in theprescribed format. All names should be set out in BLOCK letter format . (See attachment 2) .

2. If the shareholder is a natural person, provide their first name followed by their surname. If the shareholder is aregistered entity (such as another company) provide the entity name and registration number.

3. If the shareholder is a natural person, provide their residential address. No address information is required if theshareholder is a registered entity.

4. If shares are jointly held, provide the particulars of each shareholder within a single box below.

Number of shares: Date(s) of Birth:

Name(s) of shareholder(s): Gender(s):

Registration number (if the shareholder is another registered entity): Nationality(ies) ofshareholder:

Address(es)(f the shareholder is a natural person):

Number of shares: Date(s) of Birth:

Name(s) of shareholder(s): Gender(s):

Registration number (if the shareholder is another registered entity): Nationality(ies) ofshareholder:

Address(es)(f the shareholder is a natural person):

52

1. Listing on POMSOX2. Investment in Subsidiaries3. Real Estate with own Lease

Number of shares: Date(s) of Birth:

Name(s) of shareholder(s): Gender(s):

Registration number (if the shareholder is another registered entity): Nationality(ies) ofshareholder:

Address(es)(f the shareholder is a natural person):

Total number of shares:

Is there more than one class of shares for this company? Yes No

If yes, attach a separate sheet that sets out the particulars of the different classes of shares.

5. Proposed Business Activity

The following is the proposed principal activity of the proposed company.

Agriculture

Forestry

Fisheries

Manufacturing

Tourism

Statutory company

Distribution

Mining

Construction

Retail

Oil and gas

Transportation

Entertainment/catering

Financial Institution

Telecommunication

Information technology

Professional & other services

Other

Does the company have a constitution?

Yes No

6. Applicant

*In the case of a natural person, please give first name(s) followed by surname in BLOCK letters.

The applicant will disclose his or her name and then sign

53

Email address for applicant This is the address to which communications from the Registrar will be sent. An email is required in order to use the on-line filings services.

7. Lodged by

Other contact details:

8. OwnershipCircle and answer the following questions appropriatelyIs the company a publicly listed company? Yes / No

What is the name of the stock exchange in which the company is listed? Australian Stock Exchange

Is the company a wholly owned subsidiary of a publicly listed company? Yes / No

Name of the publicly listed owner: N/A

Is the company a privately listed company? Yes / No

What is the full name(s) of the direct shareholder(s)?

Is this shareholder a natural person, a legal person or a state entity?

Country of registration (or nationality if a natural person):

What is the percentage (%) of interest in the company shares?

I, undersigned, for and on behalf of the reporting entity, confirm that all information provided above is accurate and reliable.

Date:

Name:

Position:

Signature:

11. ChecklistThe following must accompany this form:

� A completed notice of name reservation or the registration number of a previously lodged name reservation must be included.

� A copy of the constitution of the company, if one has been adopted (a constitution is optional).

� If there are multiple classes of shares, attach a separate sheet that sets out the particulars of the different classes of shares.

� A copy of the supplementary Beneficial Ownership (BO) declaration details form � The prescribed fee of K500 must accompany this form. A prescribed fee of K400.00 is payable if lodged through

the Online Registry Service. Please make cheques payable to ‘Registrar of Companies’.

The applicant will disclose his or email for correspondence

The attestation will be signed by management and above

54

Companies Office Investment Promotion Authority Form 1.A | Beneficial Ownership Supplementary details

National identification number 1-107331 (NID):

9. Information about how ownership is held or control over the company is exercised

a. Shareholding by direct shares or voting rights

b. Shareholding by indirect shares or indirect voting rights

By indirect shares Yes / No Number of indirect shares

8 % of indirect shares

100%

Legal name of intermediate company 1

Mineral Resources Development Company Limited

Unique identification number

1-5231

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

By indirect voting rights Yes / No Number of indirect shares

% of indirect shares

Legal name of intermediate company 1

Unique identification number

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

c. Other means of ownership or control over the company

By direct shares Yes / No Number of shares N/A % of shares N/A By direct voting rights Yes / No Number of votes N/A % of voting

rights N/A

Name of Beneficial Owner:

If ownership is not held through shares or voting rights, please explain how ownership is exercised:

Country of residence

Means of contact Phone number(s): Email address(es):

Minereal Resources CMCA Holdings Limited

Papua New Guinea

55

Companies Office Investment Promotion Authority Form 1.A | Beneficial Ownership Supplementary details

National identification number 1-27966 (NID):

10. Information about how ownership is held or control over the company is exercised

d. Shareholding by direct shares or voting rights

e. Shareholding by indirect shares or indirect voting rights

By indirect shares Yes / No Number of indirect shares

2 % of indirect shares

100%

Legal name of intermediate company 1

Mineral Resources Development Company Limited

Unique identification number

1-5231

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

By indirect voting rights Yes / No Number of indirect shares

% of indirect shares

5.23%

Legal name of intermediate company 1

Unique identification number

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

f. Other means of ownership or control over the company

By direct shares Yes / No Number of shares N/A % of shares N/A By direct voting rights Yes / No Number of votes N/A % of voting

rights N/A

Name of Beneficial Owner:

If ownership is not held through shares or voting rights, please explain how ownership is exercised:

Country of residence

Means of contact Phone number(s): Email address(es):

Mineral Resources Ok Tedi No.2 Limited

Papua New Guinea

56

Companies Office Investment Promotion Authority Form 1.A | Beneficial Ownership Supplementary details

National identification number 1-27147(NID):

11. Information about how ownership is held or control over the company is exercised

g. Shareholding by direct shares or voting rights

h. Shareholding by indirect shares or indirect voting rights

By indirect shares Yes / No Number of indirect shares

2 % of indirect shares

100%

Legal name of intermediate company 1

Mineral Resources Development Company Limited

Unique identification number

1-5231

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

By indirect voting rights Yes / No Number of indirect shares

% of indirect shares

5.23%

Legal name of intermediate company 1

Unique identification number

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

i. Other means of ownership or control over the company

By direct shares Yes / No Number of shares N/A % of shares N/A By direct voting rights Yes / No Number of votes N/A % of voting

rights N/A

Name of Beneficial Owner:

If ownership is not held through shares or voting rights, please explain how ownership is exercised:

Country of residence

Means of contact Phone number(s): Email address(es):

Mineral Resources Star Mountain Limited

Papua New Guinea

57

Attachments

Attachment 1 – List of Directors

Given names Surname Residential address Postal address Nationality Date of birth Moi AVEI Unit 306, Pacific View

Apartments, Port Moresby, National Capital District, Papua New Guinea

Po Box 10, Konedobu, Port Moresby, National Capital District, Papua New Guinea

PNG Individual inputs dob

James Byron CHAN Section 42, Allotment 7, Davara Road, Port Moresby, National Capital District, Papua New Guinea

P.o. Box 723, PortMoresby, NationalCapital District, PapuaNew Guinea

PNG Individual inputs dob

Peter Maxwell GRAHAM 17 Tanabal Street, Tabubil, Western Province, Papua New Guinea

P O Box 1, Tabubil, Western Province, Papua New Guinea

PNG Individual inputs dob

Roger HIGGINS 136 Kingston Tce, North Adelaide, SA 5006, Australia

136 Kingston Tce, North Adelaide, SA 5006, Australia

AUST Individual inputs dob

Robert Alphonse KAIYUN Section 28, Allotment 57, Kiunga Town, Western Province, Papua New Guinea

Western Provincial Administration, P.o. Box 347, Kiunga, Western Province, Papua New Guinea

PNG Individual inputs dob

Glen KURI Portion 669, Kagamuga, Mount Hagen, Western Highlands Province, Papua New Guinea

Po Box 474, Mount Hagen, Western Highlands Province, Papua New Guinea

PNG Individual inputs dob

Augustine Sanga MANO Section 96, Allotment 7, Boroko, National Capital District, Papua New Guinea

P.o. Box 1076, PortMoresby, NationalCapital District, PapuaNew Guinea

PNG Individual inputs dob

Attachment 2 – Shareholders

Given name or name of entitiy Residential address/ Office address

Share bundle Place of Incorporation

Company number

Minereal Resources CMCA Holdings Limited

Level 12, Pacific Place Building, Cnr Musgrave St & Champion Pde, Port Moresby, National Capital District, 121, Papua New Guinea

23124000 shares PNG 1-107331

Mineral Resoures Ok Tedi No.2 Limited

Level 12, Pacific Place Building, Cnr Musgrave St & Champion Pde, Port Moresby, National Capital District, 121, Papua New Guinea

129109000 shares Not available 1-27966

Mineral Resources Star Mountain Limited

Level 12, Pacific Place Building, Cnr Musgrave St & Champion Pde, Port Moresby, National Capital District, 121, Papua New Guinea

17343000 shares PNG 1-27147

The Independent State of Papua New Guinea

Not supplied 23124000 shares n/a n/a

58

59© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Simberi Gold Company Limited Shareholder mapping

Simberi Gold Company Limited Total shares: 100100

Nord Pacific Limited (1000000 shares)

Unable to obtain shareholding information above threshold

99.99%

Shareholding information of Simberi Gold Company Limited

above 5% Beneficial Ownership threshold

Companies Office Investment Promotion Authority Form 1 | Application for registration of a company Section 13(1)(a), Companies Act 1997

Note If there is insufficient space on the form to supply the information required, attach a separate sheet containing the information set out in the prescribed format.

The information on this form must be either typewritten or printed legibly in BLOCK letters.

Name of proposed company Name reservation number

Country of registration (if the entity intending to register is an International entity):

Unique identification number (if the entity intending to register is an international entity):

1. AddressesAddress of registered office Provide the suburb, street name and number, or allotment and section number. The district and province must be stated. If at the premises of a firm or in a building the particulars must be provided. A village address is insufficient.

Address for service This may be the same as the address of the registered office. Provide the suburb, street name and number, or allotment and section number. The district and province must be stated. If at the premises of a firm or in a building the particulars must be provided. A village address is insufficient. A PO Box address is not allowed.

Address for communication Postal address to which communications from the Registrar may be sent.

Email address This is the address to which communications from the Registrar will be sent. An email is required in order to use the on-line filings services.

(Provide if available or attach a name reservation form)

Simberi Gold Company Limited

Papua New Guinea

Ashurst Png, Level 11 Mrdc Haus, Cnr Of Musgrave Street And Champion Parade, Port Moresby, National Capital District, Papua New Guinea

National Capital District

Ashurst Png, Level 11 Mrdc Haus, Cnr Of Musgrave Street And Champion Parade, Port Moresby, National Capital District, Papua New Guinea

National Capital District

C/- Ashurst Png, Po Box 850, Port Moresby, NCD, PNG

National Capital District

60

2. DirectorsThe following persons are the directors of the proposed company. The Applicant attests that all of the following named directorshave consented to act in that capacity.

Note | If there are more than three directors please attach a separate sheet containing the information set out in the format. All names should be in BLOCK letter format.

At least one director must provide an email address in order for the entity to use the on-line filings services. (See attachment 1)

Full legal name: Garth CAMPBELL-COWAN Nationality: Australian

Residential address: 96 Guildford Road, Surrey Hills, Victoria, 3127, Australia

Gender: Male

Postal address: 96 Guildford Road, Surrey Hills, Victoria, 3127, Australia

Date of Birth: dd/mm/yyyy

Full legal name: Ian Raymond SHEPHERD Nationality: Australian

Residential address: Unit C-8-3, Gardenia, (allotment 45, Section 24, Chesterfield Street, Granville, Port Moresby, NCD, Papua New Guinea

Gender: Male

Postal address: Po Box 850, Port Moresby, National Capital District, Papua New Guinea

Date of Birth: dd/mm/yyyy

Full legal name: Robert Scott VASSIE Nationality: Australian

Residential address: 27 Deerhurst Road, Brookfield, 4069, Australia

Gender: Male

Postal address: 27 Deerhurst Road, Brookfield, 4069, Australia

Date of Birth:dd/mm/yyyy

Email address: [email protected]

3. SecretaryIf the company has a secretary, provide their name below. The Applicant attests that the person shown as secretary has consentedto act in this capacity.

Note| If there is more than one secretary please attach a separate sheet containing the information set out in the prescribed format. All names should be in BLOCK letter format.

Full legal name: N/A Nationality: N/A

Residential address: N/A Gender: N/A

Postal address: N/A Date of Birth:

Email address: N/A

N/A

(See attachment 2)

61

4. Shareholders

The following persons are the shareholders of the proposed company. The Applicant attests that the person(s) shown as shareholder(s) has consented to act in this capacity.

Instructions for completing shareholder information

1. If there are more than three shareholders please attach a separate sheet containing the information set out in theprescribed format. All names should be set out in BLOCK letter format .

2. If the shareholder is a natural person, provide their first name followed by their surname. If the shareholder isa registered entity (such as another company) provide the entity name and registration number.

3. If the shareholder is a natural person, provide their residential address. No address information is required if theshareholder is a registered entity.

4. If shares are jointly held, provide the particulars of each shareholder within a single box below.

Number of shares: 100 shares Date(s) of Birth: N/A

Name(s) of shareholder(s): Nord Pacific Limited Gender(s): N/A

Registration number (if the shareholder is another registered entity): Nationality(ies) of

N/A shareholder: CANADA

Address(es)(if the shareholder is a natural person): Unit 15, Level 1, 51-53 Kewdale Road P.O. Box 235 Welshpool, WA 6106, Australia

Number of shares: 1000000 shares Date(s) of Birth: N/A

Name(s) of shareholder(s): Nord Pacific Limited Gender(s): N/A

Registration number (if the shareholder is another registered entity): Nationality(ies) of

N/A shareholder: CANADA

Address(es)(f the shareholder is a natural person): Unit 15, Level 1, 51-53 Kewdale Road P.O. Box 235 Welshpool, WA 6106, Australia

62

1. Listing on POMSOX2. Investment in Subsidiaries3. Real Estate with own Lease

Number of shares: Date(s) of Birth:

Name(s) of shareholder(s): Gender(s):

Registration number (if the shareholder is another registered entity): Nationality(ies) ofshareholder:

Address(es)(f the shareholder is a natural person):

Total number of shares:

Is there more than one class of shares for this company? Yes No

If yes, attach a separate sheet that sets out the particulars of the different classes of shares.

5. Proposed Business Activity

The following is the proposed principal activity of the proposed company.

Agriculture

Forestry

Fisheries

Manufacturing

Tourism

Statutory company

Distribution

Mining

Construction

Retail

Oil and gas

Transportation

Entertainment/catering

Financial Institution

Telecommunication

Information technology

Professional & other services

Other

Does the company have a constitution?

Yes No

6. Applicant

*In the case of a natural person, please give first name(s) followed by surname in BLOCK letters.

The applicant will disclose his or her name and then sign

63

Email address for applicant This is the address to which communications from the Registrar will be sent. An email is required in order to use the on-line filings services.

7. Lodged by

Other contact details:

8. OwnershipCircle and answer the following questions appropriatelyIs the company a publicly listed company? Yes / No

What is the name of the stock exchange in which the company is listed? Australian Stock Exchange

Is the company a wholly owned subsidiary of a publicly listed company? Yes / No

Name of the publicly listed owner: N/A

Is the company a privately listed company? Yes / No

What is the full name(s) of the direct shareholder(s)?

Is this shareholder a natural person, a legal person or a state entity?

Country of registration (or nationality if a natural person):

What is the percentage (%) of interest in the company shares?

I, undersigned, for and on behalf of the reporting entity, confirm that all information provided above is accurate and reliable.

Date:

Name:

Position:

Signature:

11. ChecklistThe following must accompany this form:

� A completed notice of name reservation or the registration number of a previously lodged name reservation must be included.

� A copy of the constitution of the company, if one has been adopted (a constitution is optional).

� If there are multiple classes of shares, attach a separate sheet that sets out the particulars of the different classes of shares.

� A copy of the supplementary Beneficial Ownership (BO) declaration details form � The prescribed fee of K500 must accompany this form. A prescribed fee of K400.00 is payable if lodged through

the Online Registry Service. Please make cheques payable to ‘Registrar of Companies’.

The applicant will disclose his or email for correspondence

The attestation will be signed by management and above

64

Companies Office Investment Promotion Authority Form 1.A | Beneficial Ownership Supplementary details

National identification number N/A (NID):

9. Information about how ownership is held or control over the company is exercised

a. Shareholding by direct shares or voting rights

b. Shareholding by indirect shares or indirect voting rights

By indirect shares Yes / No Number of indirect shares

1000000 % of indirect shares

99.99%

Legal name of intermediate company 1

Nord Pacific Limited – 1000000 shares (99.99%)

Unique identification number

N/A

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

By indirect voting rights Yes / No Number of indirect shares

% of indirect shares

Legal name of intermediate company 1

Unique identification number

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

c. Other means of ownership or control over the company

By direct shares Yes / No Number of shares 1000100 % of shares 100% By direct voting rights Yes / No Number of votes N/A % of voting

rights N/A

Name of Beneficial Owner:

If ownership is not held through shares or voting rights, please explain how ownership is exercised:

Country of residence

Means of contact Phone number(s): Email address(es):

Nord Pacific Limited

Canada

65

66© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Highlands Kainantu Limited Shareholder mapping

Highlands Kainantu Limited Total shares: 1

Alex Tongayu (1 share)

100%

Shareholding information of

Highlands Kainantu Limited above 5%

Beneficial Ownership threshold

Companies Office Investment Promotion Authority Form 1 | Application for registration of a company Section 13(1)(a), Companies Act 1997

Note If there is insufficient space on the form to supply the information required, attach a separate sheet containing the information set out in the prescribed format.

The information on this form must be either typewritten or printed legibly in BLOCK letters.

Name of proposed company Name reservation number

Country of registration (if the entity intending to register is an International entity):

Unique identification number (if the entity intending to register is an international entity):

1. AddressesAddress of registered office Provide the suburb, street name and number, or allotment and section number. The district and province must be stated. If at the premises of a firm or in a building the particulars must be provided. A village address is insufficient.

Address for service This may be the same as the address of the registered office. Provide the suburb, street name and number, or allotment and section number. The district and province must be stated. If at the premises of a firm or in a building the particulars must be provided. A village address is insufficient. A PO Box address is not allowed.

Address for communication Postal address to which communications from the Registrar may be sent.

Email address This is the address to which communications from the Registrar will be sent. An email is required in order to use the on-line filings services.

(Provide if available or attach a name reservation form)

Highlands Kainantu Limited

Papua New Guinea

Level 1, Section 58, Allotment 6, Sir Hubert Murray Highway, BOROKO, National Capital District, Papua New Guinea

National Capital District

Level 1, Allotment 6, Section 58, Sir Huber Murray Highway, BOROKO, National Capital District, Papua New Guinea

National Capital District

Po Box 1486, PORT MORESBY, NCD, 121, PNG

National Capital District

67

2. DirectorsThe following persons are the directors of the proposed company. The Applicant attests that all of the following named directorshave consented to act in that capacity.

Note | If there are more than three directors please attach a separate sheet containing the information set out in the format. All names should be in BLOCK letter format.

At least one director must provide an email address in order for the entity to use the on-line filings services. (See attachment 1)

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Email address:

3. SecretaryIf the company has a secretary, provide their name below. The Applicant attests that the person shown as secretary has consentedto act in this capacity.

Note| If there is more than one secretary please attach a separate sheet containing the information set out in the prescribed format. All names should be in BLOCK letter format.

Full legal name: Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Email address:

68

4. Shareholders

The following persons are the shareholders of the proposed company. The Applicant attests that the person(s) shown as shareholder(s) has consented to act in this capacity.

Instructions for completing shareholder information

1. If there are more than three shareholders please attach a separate sheet containing the information set out in theprescribed format. All names should be set out in BLOCK letter format .

2. If the shareholder is a natural person, provide their first name followed by their surname. If the shareholder isa registered entity (such as another company) provide the entity name and registration number.

3. If the shareholder is a natural person, provide their residential address. No address information is required if theshareholder is a registered entity.

4. If shares are jointly held, provide the particulars of each shareholder within a single box below.

Number of shares: 1 share Date(s) of Birth: N/A

Name(s) of shareholder(s): Alex TONGAYU

Gender(s): Male

Registration number (if the shareholder is another registered entity): Nationality(ies) of

N/A shareholder: PNG

Address(es)(f the shareholder is a natural person): N/A

Number of shares: Date(s) of Birth:

Name(s) of shareholder(s): Gender(s):

Registration number (if the shareholder is another registered entity): Nationality(ies) ofshareholder:

Address(es)(f the shareholder is a natural person):

69

1. Listing on POMSOX2. Investment in Subsidiaries3. Real Estate with own Lease

Number of shares: Date(s) of Birth:

Name(s) of shareholder(s): Gender(s):

Registration number (if the shareholder is another registered entity): Nationality(ies) ofshareholder:

Address(es)(f the shareholder is a natural person):

Total number of shares:

Is there more than one class of shares for this company? Yes No

If yes, attach a separate sheet that sets out the particulars of the different classes of shares.

5. Proposed Business Activity

The following is the proposed principal activity of the proposed company.

Agriculture

Forestry

Fisheries

Manufacturing

Tourism

Statutory company

Distribution

Mining

Construction

Retail

Oil and gas

Transportation

Entertainment/catering

Financial Institution

Telecommunication

Information technology

Professional & other services

Other

Does the company have a constitution?

Yes No

6. Applicant

*In the case of a natural person, please give first name(s) followed by surname in BLOCK letters.

The applicant will disclose his or her name and then sign

70

Email address for applicant This is the address to which communications from the Registrar will be sent. An email is required in order to use the on-line filings services.

7. Lodged by

Other contact details:

8. OwnershipCircle and answer the following questions appropriatelyIs the company a publicly listed company? Yes / No

What is the name of the stock exchange in which the company is listed? Australian Stock Exchange

Is the company a wholly owned subsidiary of a publicly listed company? Yes / No

Name of the publicly listed owner: N/A

Is the company a privately listed company? Yes / No

What is the full name(s) of the direct shareholder(s)?

Is this shareholder a natural person, a legal person or a state entity?

Country of registration (or nationality if a natural person):

What is the percentage (%) of interest in the company shares?

I, undersigned, for and on behalf of the reporting entity, confirm that all information provided above is accurate and reliable.

Date:

Name:

Position:

Signature:

11. ChecklistThe following must accompany this form:

� A completed notice of name reservation or the registration number of a previously lodged name reservation must be included.

� A copy of the constitution of the company, if one has been adopted (a constitution is optional).

� If there are multiple classes of shares, attach a separate sheet that sets out the particulars of the different classes of shares.

� A copy of the supplementary Beneficial Ownership (BO) declaration details form � The prescribed fee of K500 must accompany this form. A prescribed fee of K400.00 is payable if lodged through

the Online Registry Service. Please make cheques payable to ‘Registrar of Companies’.

The applicant will disclose his or email for correspondence

The attestation will be signed by management and above

71

Companies Office Investment Promotion Authority Form 1.A | Beneficial Ownership Supplementary details

National identification number N/A (NID):

9. Information about how ownership is held or control over the company is exercised

a. Shareholding by direct shares or voting rights

b. Shareholding by indirect shares or indirect voting rights

By indirect shares Yes / No Number of indirect shares

N/A % of indirect shares

N/A

Legal name of intermediate company 1

Unique identification number

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

By indirect voting rights Yes / No Number of indirect shares

% of indirect shares

Legal name of intermediate company 1

Unique identification number

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

c. Other means of ownership or control over the company

By direct shares Yes / No Number of shares 1 % of shares 100% By direct voting rights Yes / No Number of votes N/A % of voting

rights N/A

Name of Beneficial Owner:

If ownership is not held through shares or voting rights, please explain how ownership is exercised:

Country of residence

Means of contact Phone number(s): Email address(es):

Alex Tongayu

Papua New Guinea

72

Attachments

Attachment 1 – List of Directors

Given names Surname Residential address Postal address Nationality Date of birth Kenneth Duncan MacDonald 39 Newcross Street,

Indooroopily, Brisbane, QLD 4068, Australia

PO Box 1486 Port Moresby NCD

N/A Individual inputs dob

John Edwin Gooding 18 Cadiz Street, Indooroopily, Brisbane, QLD 4068, Australia

GPO Box 3086 Brisbane QLD Australia

N/A Individual inputs dob

Fiu Willame-Igara Section 42 , Lot 15 Bainview Cresccent Boroko

PO Box 1486 Port Moresby NCD

N/A Individual inputs dob

Michael Geoffrey Carroll Apartment 19, 76 Thom Street , Kangaroo Point, Brisbane, QLD, Australia

GPO Box 3086 Brisbane QLD Australia

N/A Individual inputs dob

Drew Simonsen 15 Mitchell Street McMahons Point, NSW 2060, Australia

GPO Box 3086 Brisbane QLD Australia

N/A Individual inputs dob

Daniel Wood 79 Kamala Drive, Pullenvale, QLD 4069, Australia

GPO Box 3086 Brisbane QLD Australia

N/A Individual inputs dob

73

74© 2019 KPMG PNG. KPMG PNG is associated with KPMG Australia, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. The KPMG name and logo are registered trademarks or trademarks of KPMG International. All rights reserved.

Ramu Nickel Limited Shareholder mapping

Ramu Nickel Limited Total shares: 2

13.56%

Panaust SPV2 PTE Limited (128865980 shares)

HKBA Nominees Limited (126655652 shares)

Shareholding information of Ramu Nickel Limited above

5% Beneficial Ownership threshold

Citicorp Nominees Pty Limited (81962543 shares)

Urion Holdings (Malta) Limited (48371246 shares)

13.33% 8.63%

Need to obtain shareholding information above threshold

Need to obtain shareholding information above threshold

Need to obtain shareholding information above threshold

Need to obtain shareholding information above threshold

Highlands Pacific LimitedTotal shares: 2

100%

5.09%

Companies Office Investment Promotion Authority Form 1 | Application for registration of a company Section 13(1)(a), Companies Act 1997

Note If there is insufficient space on the form to supply the information required, attach a separate sheet containing the information set out in the prescribed format.

The information on this form must be either typewritten or printed legibly in BLOCK letters.

Name of proposed company Name reservation number

Country of registration (if the entity intending to register is an International entity):

Unique identification number (if the entity intending to register is an international entity):

1. AddressesAddress of registered office Provide the suburb, street name and number, or allotment and section number. The district and province must be stated. If at the premises of a firm or in a building the particulars must be provided. A village address is insufficient.

Address for service This may be the same as the address of the registered office. Provide the suburb, street name and number, or allotment and section number. The district and province must be stated. If at the premises of a firm or in a building the particulars must be provided. A village address is insufficient. A PO Box address is not allowed.

Address for communication Postal address to which communications from the Registrar may be sent.

Email address This is the address to which communications from the Registrar will be sent. An email is required in order to use the on-line filings services.

(Provide if available or attach a name reservation form)

Ramu Nickel Limited

Papua New Guinea

Level 1, Section 58, Allotment 6, Sir Hubert Murray Highway, BOROKO, National Capital District, Papua New Guinea

National Capital District

Level 1, Section 58, Allotment 6, Sir Hubert Murray Highway, BOROKO, National Capital District, Papua New Guinea

National Capital District

Po Box 1486, Port Moresby, NCD, 121, Papua New Guinea

National Capital District

75

2. DirectorsThe following persons are the directors of the proposed company. The Applicant attests that all of the following named directorshave consented to act in that capacity.

Note | If there are more than three directors please attach a separate sheet containing the information set out in the format. All names should be in BLOCK letter format.

At least one director must provide an email address in order for the entity to use the on-line filings services. (See attachment 1)

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Full legal name: (See attachment provided) Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Email address:

3. SecretaryIf the company has a secretary, provide their name below. The Applicant attests that the person shown as secretary has consentedto act in this capacity.

Note| If there is more than one secretary please attach a separate sheet containing the information set out in the prescribed format. All names should be in BLOCK letter format.

Full legal name: Nationality:

Residential address: Gender:

Postal address: Date of Birth:

Email address:

(See attachment 2)

76

4. Shareholders

The following persons are the shareholders of the proposed company. The Applicant attests that the person(s) shown as shareholder(s) has consented to act in this capacity.

Instructions for completing shareholder information

1. If there are more than three shareholders please attach a separate sheet containing the information set out in theprescribed format. All names should be set out in BLOCK letter format .

2. If the shareholder is a natural person, provide their first name followed by their surname. If the shareholder isa registered entity (such as another company) provide the entity name and registration number.

3. If the shareholder is a natural person, provide their residential address. No address information is required if theshareholder is a registered entity.

4. If shares are jointly held, provide the particulars of each shareholder within a single box below.

Number of shares: 2 shares Date(s) of Birth: N/A

Name(s) of shareholder(s): Highlands Pacific Limited Gender(s): N/A

Registration number (if the shareholder is another registered entity): Nationality(ies) of

1-26892 shareholder: PNG

Address(es)(if the shareholder is a natural person): Level 1, Section 58, Allotment 6, Sir Hubert Murray Highway, BOROKO, National Capital District, Papua New Guinea

Number of shares: Date(s) of Birth:

Name(s) of shareholder(s): Gender(s):

Registration number (if the shareholder is another registered entity): Nationality(ies) ofshareholder:

Address(es)(f the shareholder is a natural person):

77

1. Listing on POMSOX2. Investment in Subsidiaries3. Real Estate with own Lease

Number of shares: Date(s) of Birth:

Name(s) of shareholder(s): Gender(s):

Registration number (if the shareholder is another registered entity): Nationality(ies) ofshareholder:

Address(es)(f the shareholder is a natural person):

Total number of shares:

Is there more than one class of shares for this company? Yes No

If yes, attach a separate sheet that sets out the particulars of the different classes of shares.

5. Proposed Business Activity

The following is the proposed principal activity of the proposed company.

Agriculture

Forestry

Fisheries

Manufacturing

Tourism

Statutory company

Distribution

Mining

Construction

Retail

Oil and gas

Transportation

Entertainment/catering

Financial Institution

Telecommunication

Information technology

Professional & other services

Other

Does the company have a constitution?

Yes No

6. Applicant

*In the case of a natural person, please give first name(s) followed by surname in BLOCK letters.

The applicant will disclose his or her name and then sign

78

Email address for applicant This is the address to which communications from the Registrar will be sent. An email is required in order to use the on-line filings services.

7. Lodged by

Other contact details:

8. OwnershipCircle and answer the following questions appropriatelyIs the company a publicly listed company? Yes / No

What is the name of the stock exchange in which the company is listed? Australian Stock Exchange

Is the company a wholly owned subsidiary of a publicly listed company? Yes / No

Name of the publicly listed owner: N/A

Is the company a privately listed company? Yes / No

What is the full name(s) of the direct shareholder(s)?

Is this shareholder a natural person, a legal person or a state entity?

Country of registration (or nationality if a natural person):

What is the percentage (%) of interest in the company shares?

I, undersigned, for and on behalf of the reporting entity, confirm that all information provided above is accurate and reliable.

Date:

Name:

Position:

Signature:

11. ChecklistThe following must accompany this form:

� A completed notice of name reservation or the registration number of a previously lodged name reservation must be included.

� A copy of the constitution of the company, if one has been adopted (a constitution is optional).

� If there are multiple classes of shares, attach a separate sheet that sets out the particulars of the different classes of shares.

� A copy of the supplementary Beneficial Ownership (BO) declaration details form � The prescribed fee of K500 must accompany this form. A prescribed fee of K400.00 is payable if lodged through

the Online Registry Service. Please make cheques payable to ‘Registrar of Companies’.

The applicant will disclose his or email for correspondence

The attestation will be signed by management and above

79

Companies Office Investment Promotion Authority Form 1.A | Beneficial Ownership Supplementary details

National identification number 1-26892

(NID):

9. Information about how ownership is held or control over the company is exercised

a. Shareholding by direct shares or voting rights

b. Shareholding by indirect shares or indirect voting rights

By indirect shares Yes / No Number of indirect shares

419547523 % of indirect shares

74.6%

Legal name of intermediate company 1

Panaust SPV2 PTE Limited – 128865980 shares(13.56%)

Unique identification number

N/A

Legal name of intermediate company 2

HKBA Nominees Limted – 126655652 shares (13.33%)

Unique identification number

N/A

Legal name of intermediate company 3 (add rows as necessary)

Citicorp Nominess Pty Limited – 81962543 shares (8.63%)

Unique identification number

N/A

Legal name of intermediate company 3 (add rows as necessary)

Urion Holdings (Malta) Limited – 48371246 shares (5.09%)

Unique identification number

N/A

By indirect voting rights Yes / No Number of indirect shares

% of indirect shares

Legal name of intermediate company 1

Unique identification number

Legal name of intermediate company 2

Unique identification number

Legal name of intermediate company 3 (add rows as necessary)

Unique identification number

By direct shares Yes / No Number of shares 562078023 % of shares 100% By direct voting rights Yes / No Number of votes N/A % of voting

rights N/A

Name of Beneficial Owner:

Country of residence

Means of contact Phone number(s): Email address(es):

Highlands Pacific Limited

Papua New Guinea

80

c. Other means of ownership or control over the company

If ownership is not held through shares or voting rights, please explain how ownership is exercised:

81

Attachments

Attachment 1 – List of Directors

Given names Surname Residential address Postal address Nationality Date of birth Ronald James DOUGLAS 1442/22 Refinery Parade,

New Farm, Brisbane, Queensland, 4005, Australia

1442/22 Refinery Parade, New Farm, Brisbane, Queensland, 4005, Australia

AUST Individual inputs dob

Ernest GANGLOFF Unit 4, Section 42, Lot 14, Ogoa Street, Granville, National Capital District, Papua New Guinea

Highlands Pacific, Po Box 1486, Port Moresby, National Capital District, Papua New Guinea

PNG Individual inputs dob

Craig LENNON 75 Carmody Road, St Lucia, Brisbane, Queensland, 4067, Australia

Gpo Box 3086, Brisbane, Queensland, 4001, Australia

AUST Individual inputs dob

Anthony MILEWSKI 225 N Palouse, Kennewick, Washington, 99336, United States

Gpo Box 3086, Brisbane, Queensland, 4001, Australia

USA Individual inputs dob

Attachment 1 – Secretaries

Given names Surname Residential address Postal address Nationality Date of birth Erik Graham ANDERSON Unit 5, Panorama Gardens,

Section 16, Allotment 1, Granville, Port Moresby, National Capital District, Papua New Guinea

Po Box 1042, Port Moresby, National Capital District, Papua New Guinea

NEW ZEALAND

Individual inputs dob

Sylvie MOSER Level 1/6, 58 Sir Hubert Murray Highway, Boroko, Port Moresby, National Capital District, Papua New Guinea

Po Box 1086, Port Moresby, National Capital District, Papua New Guinea

AUST Individual inputs dob

82


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