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
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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
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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)
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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):
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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
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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
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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
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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:
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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
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