SHORT FORM AGREEMENT

Contract 000XXX – Contract Title – Contract Administrator (Initials)

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CONTRACT XXX

CONTRACT TITLE

SHORT FORM AGREEMENT

Tasiast Mauritanie Limited S.A. (“Company”) and

……………………….. (“Contractor”)

Commencement Date End Date Commodity

Number of Pages Contract Number Site XXX Tasiast


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SERVICES AGREEMENT (SHORT FORM)

This Agreement made as of [INSERT DATE]

BETWEEN: [INSERT FULL LEGAL NAME OF CONTRACTOR], a [INSERT

TYPE OF ENTITY AND JURISDICTION – e.g. “an Ontario

corporation”] having [an office / its registered office / its principal

corporate office] at [INSERT ADDRESS]

(the “Contractor”)

AND: TASIAST MAURITANIE LIMITED S.A., a Société Anonyme of

Mauritania, whose registered office is located at ZRA 741 – BP 5051

Nouakchott, Mauritania and registered at the Commercial and Companies

Registry of Nouakchott under company n° RC 2945(c)/43942(a)

(the “Company”)

(each, a “Party” and collectively, the “Parties”)

WHEREAS the Company requires certain services, as more particularly described in

Schedule A hereto (the “Services”), which forms an integral part of this Agreement;

AND WHEREAS the Company wishes to retain the Contractor to perform the Services and

the Contractor wishes to perform the Services;

IN CONSIDERATION of the mutual covenants herein contained, and for other good and

valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the

Parties agree as follows:

ARTICLE 1

GENERAL

1.1 The Service Requirements. The Company agrees to engage the Contractor, and the

Contractor agrees to perform the Services described in Schedule A attached hereto (the “Scope of

Services”) in accordance with the specifications, requirements and timeframes set out in the Scope

of Services.

1.2 Term of Agreement. The term of this Agreement shall begin on the date first shown above and end on

[INSERT DATE], unless extended by mutual agreement of the Parties in writing or terminated earlier in accordance

with the provisions set out herein. [NTD: If no specific timeframe is contemplated for completion of the Services,

the following language should be used: “The term of this Agreement shall begin on the date first shown above

and, subject to Article 5, this Agreement shall remain in effect until the Services have been fully completed and

accepted by the Company and final payment has been made to the Contractor.” As a general rule, specifying a

fixed term for the contract would be preferable, but this is not essential if it is clear from the nature of the

Services that the contract is for a limited duration.]


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ARTICLE 2

INDEPENDENT CONTRACTOR

2.1 Relationship. The Contractor shall be solely responsible for the supervision and

compensation of its directors, officers, employees, subcontractors and agents (in respect of either

Party, each, a “Representative” and collectively, “Representatives”) performing the Services. The

Contractor shall perform the Services at all times as an independent contractor. Neither the Contractor

nor any of its Representatives are or shall be employees, partners, co-venturers, principals or agents

of the Company. For the avoidance of doubt, the Company shall not indemnify or reimburse the

Contractor for any employment tax, contributions or levies in respect of the Contractor’s

Representatives, except as may be expressly set out in the Commercial Terms (as that term is defined

below).

2.2 Subcontracts. The Contractor shall not subcontract any part of the Services without the prior

written consent of the Company. Any such consent by the Company shall not relieve the Contractor

from its obligations under this Agreement. The Contractor shall be responsible for the acts and

omissions of any subcontractor engaged by it for the purpose of performing any part of the Services.

ARTICLE 3

REMUNERATION OF THE CONTRACTOR

3.1 Fee for Services. The Company agrees to pay the Contractor for the Services in accordance

with Schedule B attached hereto (the “Commercial Terms”), exclusive of Mauritanian value-

added tax (VAT), if applicable, which forms an integral part of this Agreement. During the term of

this Agreement, the Contractor shall submit an invoice each month in respect of Services

performed during the previous month. Subject to Sections 3.2, 3.3 and 7.9 hereof, and to the

Company’s satisfaction with the Services to which each invoice relates, the Company shall pay

each invoice within 30 calendar days of receipt of such invoice and all supporting materials. [NTD:

The previous two sentences are suitable for a reimbursable compensation structure, but not

for every possible compensation structure. For example, they are not suitable for lump sum

contracts with one invoice to be issued upon completion. The agreed compensation structure

should be set out clearly in Schedule B, and the language of this Section 3.1 may need to be

adjusted for consistency with Schedule B. Consult Legal if necessary.] No other compensation

for the Services will be paid unless otherwise negotiated and agreed to in writing by the parties.

The Company shall have no liability to the Contractor for any amounts other than set out in this

Agreement, including but not limited to any mobilization or demobilization costs and any kind of

compensation and severance for the contractor´s personnel for which the contractor shall be solely

responsible.

3.2 Invoicing.

Invoices shall be issued by the Contractor in a form that is compliant with Mauritanian tax and

legal requirements, as they may be amended. The Company may from time to time address to the

Contractor instructions related to the invoicing modalities to take into account tax and/or exchange

control regulations applicable to the Services, in accordance with applicable Mauritanian

legislation and specific agreements entered into between the Company and Mauritanian

authorities. The Contractor hereby undertakes to comply with and implement any such instructions


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as from receipt thereof. In the event that part or all of the Services are exempt or become exempt

from Mauritanian VAT as per the Mauritanian tax code or other Applicable Law (as that term is

defined below), the Contractor shall invoice without VAT to the Company. In the event that the

Contractor provides the Company with any goods under this Agreement, the Contractor shall

invoice for Services and such goods separately.

3.2.1 Contractor not Registered with the Mauritanian Tax Authorities. If the Contractor is

not registered with the Mauritanian tax authorities, it shall clearly identify on its invoice, among

others, the information below with respect to the Company, as well as clearly indicate the price

exclusive of taxes. Any goods supplied in connection with the Services should be clearly itemized

on the invoice.

Tasiast Mauritanie Limited S.A.

ZRA 741 – P.O. Box: 5051

Nouakchott-Mauritanie

RC 2945(c)/43942(a), NIF 30300026

3.2.2 Contractor is Subject to the Normal Tax Regime (Régime du réel). If the Contractor is

registered with the Mauritanian tax authorities, it must provide the Company with an invoice for

the Services rendered containing, at a minimum, the information provided in the form of invoice

annexed as Schedule D.

3.2.3. Return or Refusal of Irregular Invoices. The Company reserves its right to return or refuse

any invoice that, in its reasonable opinion, does not comply with all applicable Mauritanian tax

and legal requirements, and the Company shall not be responsible for any costs resulting from such

return or refusal for non-compliance or any delays in payment resulting therefrom.

3.3 Applicable Taxes.

The Contractor shall be liable for all taxes in respect of all amounts payable under this Agreement

issued under this Agreement.

The Contractor shall be responsible for determining whether it is required to register with the

Mauritanian tax authorities (numéro d’identifiant fiscal (NIF)), as well as for all other purposes

under Mauritanian law. If any such registrations are required, the Contractor shall promptly obtain

such registrations (including without limitation a NIF) and shall maintain them in good standing

throughout the term of this Agreement in favour of the Contractor.

In the event the Contractor does not obtain a NIF or otherwise fails to provide same to the

Company, the Company shall apply the statutory withholdings (Régime Simplifié d’Imposition

(RSI)) provided by Mauritanian tax legislation, as same may be applicable, to all payments to be

made to the Contractor hereunder and remit the deducted amounts to the Mauritanian authorities

for and on behalf of the Contractor; and VAT shall not be invoiced to, nor payable by the Company

to the Contractor. In this event, the Contractor authorizes the Company to (i) apply to the

Mauritanian authorities for and on its behalf for the administration of the RSI, (ii) submit all of the

Contractor’s invoices to the Mauritanian authorities as required by Mauritanian tax legislation, and

(iii) take any other actions relating to the RSI that may be required by Mauritanian tax legislation.


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If a NIF is provided to the Company by the Contractor, then, where applicable, VAT shall be

invoiced to and payable by the Company to the Contractor, in addition to the fees payable

hereunder.

The Contractor shall be solely responsible for all administrative requirements with respect to taxes,

including but not limited to submitting invoices meeting all Mauritanian legal requirements, and

including the use of the correct government forms for reporting in accordance with Mauritanian

tax legislation.

Except as otherwise explicitly set out herein, the Contractor agrees to indemnify and hold harmless

the Company and its affiliates, and their respective representatives, from any costs, demands or

liability in respect of:

a) any taxes, levies or penalties in respect of the amounts payable under this Agreement;

b) any taxes, levies or penalties resulting from the failure for the Contractor to timely register

with the Mauritanian authorities; and

c) any other breach by, or misrepresentation of, the Contractor under this Section 3, or any

invoice submitted by the Contractor.

Without limiting the generality of the foregoing, if the liability of the Company is sought or an

increase of the tax cost of the Company is caused by a failure of the Contractor to register with the

Mauritanian tax and any other relevant authorities, or to deliver invoices meeting all Mauritanian

tax requirements, then the Company shall be entitled to claim from the Contractor or deduct from

any money owed to the Contractor the corresponding cost that would have been incurred by the

Company (including but not limited to non-deductible VAT). Such claim or deduction shall be

supported by a final and definitive written position from the Mauritanian tax authorities or any

other representative body of the Mauritanian State.

If any VAT is included by error on an invoice of the Contractor and the Company pays such VAT

based on such error, then the Company shall be entitled to claim from the Contractor or deduct

from any money owed to the Contractor a corresponding amount.

Nothing in this Agreement or in any correspondence from the Company with respect to returned

or refused invoices of the Contractor shall constitute tax or legal advice to the Contractor. The

Contractor is solely responsible for informing itself of and complying with all tax legislation

applicable in Mauritania.

3.4 Expenses. The Contractor shall be responsible for all expenses related to the performance

of the Services [, except as set out in the Commercial Terms].

3.5 Manner of Payment. All payments to the Contractor under this Agreement shall be solely

by cheque or bank transfer. No payment shall be in cash or bearer instrument, and no payment shall

be made to any Person (as that term is defined below) other than the Contractor.


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ARTICLE 4

COVENANTS OF THE CONTRACTOR

4.1 Services. The Contractor shall perform the Services, and cause the Contractor’s

Representatives to perform the Services:

(i) in accordance with good, safe and workmanlike practices;

(ii) in a manner that is competent, diligent, efficient and satisfactory to the Company;

(iii) in accordance with the highest professional standards;

(iv) in a manner that meets the requirements, standards and specifications set out in

the Scope of Services; and

(v) in a manner that does not infringe the intellectual property rights of any third party.

4.2 Licences and Permits. Except as otherwise expressly provided herein, the Contractor shall

be responsible for obtaining and maintaining all licences, permits and approvals necessary for

performance of the Services.

4.3 Compliance with Laws and Company Policies. The Contractor and its Representatives

shall comply with (a) all laws, rules and regulations of any governmental or regulatory body having

jurisdiction over any aspect or part of the Services (collectively, “Applicable Law”), (b) all

reasonable orders and directions given by the Representatives of the Company and (c) all policies

of the Company that apply to the Contractor or the Services and that have been provided to the

Contractor. Without limiting the generality of the foregoing, the Contractor and its Representatives

shall execute and comply with the Company’s Supplier Standards of Conduct, attached hereto as

Schedule C, which forms an integral part of this Agreement.

4.4 Compliance with Anti-Corruption Laws.

(a) General: Without limiting the generality of Section 4.3, the Contractor hereby agrees to take no

actions, and to cause its Representatives, its affiliates and their respective Representatives to take

no actions, of any nature that would contravene any provision of the United States Foreign Corrupt

Practices Act (the “FCPA”), the Canadian Corruption of Foreign Public Officials Act or the

Criminal Code of Canada (collectively, the “CFPOA”), the OECD Convention on Combating

Bribery of Foreign Government Officials in International Business Transactions (the “OECD

Convention”) or any similar laws or provisions applicable to the Contractor, including, without

limitation, offering, paying, giving, requesting or accepting any advantage or anything of value,

either directly or indirectly, to or from any person for the purpose of influencing such person to

act improperly, or inducing such person to do or omit to do any act in violation of his or her lawful

duty or use his or her influence with any government, in order to assist the Contractor or any of

its affiliates in obtaining or retaining business, or obtaining or retaining an advantage in the course

of business, for or with, or directing business to, any person.


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(b) Monitoring: The Contractor agrees to monitor compliance by it, its affiliates and their

respective Representatives with this Section 4.4 and promptly to notify the Company in

writing, and provide Company with all relevant particulars, of any violation or suspected

violation of this Section 4.4 or any applicable anti-corruption law or provision (including,

without limitation, the FCPA, the CFPOA or the OECD Convention), or any request for

information regarding the same, involving the Company, its affiliates, any of their respective

Representatives or the Services.

(c) Consent: The Contractor consents to the Company reporting to any governmental authority any

violation or suspected violation of this Section 4.4 by the Contractor, its affiliates or their

respective Representatives, and agrees to comply and cooperate in any inquiry or investigation by

or on behalf of the Company or any governmental authority relating to compliance with or a

breach of this Section 4.4 or any Applicable Law or anti-corruption provision (including, without

limitation, the FCPA, the CFPOA or the OECD Convention). The Contractor also agrees to

provide, upon the Company’s request, any documents or other information in connection with

any such inquiry or investigation, to the fullest extent permissible under any Applicable Law

(including any data privacy law or blocking statutes).

4.5 Confidential Information.

(a) Definitions: For the purposes of this Agreement, the following terms shall have the meanings

set out below:

(i) “Confidential Information” means all information, data, knowledge and

know-how, in whatever form and however communicated, relating directly

or indirectly to the Company or any of its affiliates and their respective

properties and other assets, technologies, businesses or operations,

previously, now or hereafter delivered or disclosed by or on behalf of the

Company to the Contractor; and

(ii) “Person” means any natural person, partnership, company, corporation,

unincorporated association, governmental authority or other agency, trust,

trustee or other entity, howsoever designated or constituted.

(b) Confidential Information – Confidentiality and Limited Use: The Contractor acknowledges

that certain Confidential Information will be received by the Contractor and its

Representatives during the course of performing the Services. The Contractor shall only use

the Confidential Information as is necessary for the performance of the Services, and for no

other purpose, and shall hold the Confidential Information in strict confidence and not disclose

same to any other person, including any employee, contractor or subcontractor of the

Contractor, either before, during or after the performance of the Services, except with the prior

written consent of the Company.

4.6 Work Product. The Contractor acknowledges and agrees that the Company shall have exclusive,

unlimited ownership rights to any and all work product developed by the Contractor in connection

with performance of the Services, including but not limited to any information, data, text, document,

electronic file, computer program, image, drawing, chart, schematic, invention, prototype,


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improvement, method or creation (collectively, “Work Product”). All Work Product shall be deemed

to be works made for hire and made in the course of the Services rendered, and shall belong

exclusively to the Company.

4.7 Insurance. During the term of this Agreement and for a period of at least one year

following its expiration or termination, the Contractor shall provide and keep in force such

insurance as is required by the law of the jurisdiction in which the Services will be performed, but

in no event shall such insurance provide less than the following coverage:

(a) Statutory workers’ compensation and occupational disease disability insurance for

all employees of the Contractor. Such insurance shall cover claims filed under the

workmen's compensation law of the jurisdiction in which the Services are to be performed,

or any law of any jurisdiction under which liability for any compensation claims shall arise.

(b) Employer's liability insurance in the amount of $1,000,000 to cover claims based

on common law filed by the Contractor's employees for injuries (including death) as well

as occupational diseases in the minimum amount of $1,000,000 per person and $1,000,000

per occurrence.

(c) Comprehensive automobile liability insurance covering owned, non-owned and

hired vehicles with minimum bodily injury (including death) limits of $1,000,000 each

accident and minimum property damage limits of $1,000,000 each accident.

(d) Comprehensive general liability insurance, including broad contractual liability

with minimum bodily injury (including death) limits of $[insert number – dependent on

assessment of risk – consider scope, vendor, location, etc.] each occurrence and

minimum property damage limits of $[insert number – dependent on assessment of risk]

each occurrence.

Certificates of such insurance shall be deposited with the Company prior to commencement of the

Services. [NTD: Section 4.7 can be modified / removed depending on the nature of the

Services. All amendments should be checked by Legal.]

ARTICLE 5

TERMINATION

5.1 Termination by Company or the Contractor.

(a) The Company may terminate this Agreement at any time for convenience upon

seven (7) days of prior written notice to the Contractor. In the event that this Agreement is

terminated pursuant to this Section 5.1(a), the Company shall pay the Contractor for

Services performed to the Company’s satisfaction up to the date of termination, plus

expenses duly incurred and the Contractor’s reasonable direct costs associated with such

termination.


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(b) The Company may terminate this Agreement at any time without advance notice,

or payment in lieu of notice, for any breach of this Agreement by the Contractor or any of

the Contractor’s Representatives. In the event that this Agreement is terminated pursuant

to this Section 5.1(b), the Company shall pay the Contractor for Services performed to the

Company’s satisfaction up to the date of termination.

5.2 Provisions Which Operate Following Termination. Any obligation of either Party that by

its nature extends beyond the expiration or earlier termination of this Agreement, including but not

limited to the Contractor’s obligations under Sections 3.3, 4.5, 4.6, 4.7 and Article 6, shall survive

and continue in full force and effect following any termination or expiry of this Agreement.

ARTICLE 6

DEFECTS AND INDEMNIFICATION

6.1 Defects. In the event that the Company identifies any of the Services as being defective,

deficient or otherwise failing to meet the requirements and standards set out in this Agreement

(“Defective Services”), the Company may within [24] months of the completion of the Services

instruct the Contractor to correct or re-perform such Defective Services. The Contractor shall comply

with the Company’s instructions promptly and at its own cost.

6.2 General Indemnity. The Contractor shall indemnify and hold harmless the Company from

and against all expenses, costs and liabilities (collectively, “Losses”) that the Company may suffer,

sustain or incur as a result of:

(a) any act or omission of the Contractor or any of its Representatives in connection with the

performance of the Services;

(b) any breach of this Agreement by the Contractor or any of its Representatives;

(c) personal injury or death of any Person caused by the Contractor or any of its Representatives;

or

(d) damage to property or loss of property belonging to any Person caused by the Contractor or

any of its Representatives;

in each case, except to the extent of the negligence or wilful misconduct of the Company or any of its

Representatives.

6.3 Exclusion. Neither Party shall be liable under this Agreement for any indirect, special or

consequential Losses, including but not limited to loss of profit; provided, however, that this sentence

shall not limit any liability of the Contractor for Losses arising from fraud, gross negligence, wilful

misconduct, claims initiated by third parties or breaches of this Agreement relating to confidentiality

and intellectual property.

ARTICLE 7

INTERPRETATION AND ENFORCEMENT

7.1 Force Majeure. Neither Party shall be in default of any obligation under this Agreement due

to any delay or failure to perform such obligation if such delay or failure arises out of causes beyond

such Party’s control.


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7.2 Benefit of Agreement. This Agreement shall enure to the benefit of and be binding upon

the Parties, their respective successors and permitted assigns.

7.3 Entire Agreement. This Agreement embodies the entire understanding and agreement

between the Parties with respect to the subject matter hereof, and supersedes any prior

understandings and agreements relating thereto.

7.4 Amendments and Waivers. This Agreement may not be amended except by agreement in

writing signed by both Parties.

7.5 Assignment. This Agreement may not be assigned by the Contractor without the prior

written consent of the Company. The Company may assign or otherwise transfer this Agreement

or any of its rights hereunder without the consent of the Contractor.

7.6 Severability. If any provision of this Agreement shall be or become illegal or

unenforceable in whole or in part for any reason whatsoever, the remaining provisions shall

nevertheless be deemed valid, binding and subsisting.

7.7 Notices. All notices, requests, acknowledgments, confirmations, permissions, instructions,

consents, acceptances and other communications required or permitted under this Agreement shall be

in writing and shall be delivered to the mailing address or email address for the relevant Party set forth

below, or to such other address as the receiving Party may designate in writing:

If to the Company:

Mailing address: ZRA 741 – BP 5051 Nouakchott, Mauritania

Attention: [insert]

Email address: [insert]

If to the Contractor:

Mailing address: [insert]

Attention: [insert]

Email address: [insert]

7.8 Dollar Amounts. All references in Section 4.7 to dollar amounts refer to United States

Dollars.

7.9 Set-off. The Company may withhold from any payment due or to become due to the

Contractor a reasonable amount sufficient to satisfy fully any liability of the Contractor to the

Company under this Agreement.

7.10 Governing Law. This Agreement has been made, and its validity, performance and effect

shall be determined, in accordance with the laws of the Province of Ontario and the laws of Canada


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applicable therein, and the Parties hereby attorn to the exclusive jurisdiction of the Ontario courts

and agree that the judgments of such courts shall be enforceable both within and outside Ontario.

7.11 Counterparts. This Agreement may be executed and delivered in any number of

counterparts with the same effect as if the Parties had all signed and delivered the same Agreement,

and each counterpart will be construed together to be an original, and will constitute one and the

same Agreement.

[remainder of page intentionally left blank]


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IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first shown above.

TASIAST MAURITANIE LIMITED S.A. [FULL NAME OF CONTRACTOR]

By: By:

Name: Name:

Title: Title

I have full authority to bind the Company. I have full authority to bind the Contractor.


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SCHEDULE A. SCOPE OF WORKS

Please see Schedule A – Scope of Works of the RFP


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SCHEDULE B. COMPENSATION

Please see Schedule B – Pricing Schedule of the RFP

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SCHEDULE C

STANDARDS OF CONDUCTS

Kinross Corporate Responsibility

Management System Supplier Standards of Conduct

May 2019 Page 1 of 1

At Kinross Gold Corporation, we believe that the company and its subsidiaries (“Kinross”) have both an ethical and a business imperative to

be responsible corporate citizens. This includes establishing a set of minimum standards of conduct for suppliers of goods and services to

Kinross. Kinross wants to do business with suppliers that share our commitment to corporate responsibility. Building off our Ten Guiding

Principles for Corporate Responsibility, and the Principles of the UN Global Compact, of which Kinross Gold Corporation is a signatory, this

document sets out the standards by which Kinross requires its suppliers to conduct their business. Kinross suppliers are required to take

reasonable measures with their own suppliers to ensure that the standards set out in this document are implemented, as relevant.

In addition to complying with applicable laws and regulations in the countries where they do business, and

applicable contractual obligations, suppliers to Kinross are required to meet the following standards:

Safety Culture - Suppliers shall:

establish and maintain standards, procedures and management controls to ensure compliance with applicable health and

safety laws and regulations at all times;

encourage employees to be actively involved in the improvement of their health and safety; and

establish an expectation that the only acceptable result is everyone returning home safely every day.

Human Rights - Suppliers shall:

support and respect the protection of internationally recognized human rights; and

ensure they are not complicit in human rights abuses, including by knowingly providing assistance, encouragement or moral

support that contributes to the perpetration of the abuse, tolerating such abuse, or remaining inactive or silent in the face of

such abuse.

Labour Standards - Suppliers shall:

uphold freedom of association and the effective recognition of the right to collective bargaining;

support the elimination of all forms of modern slavery including forced and compulsory labour and human trafficking with a view

to exploitation;

support the effective abolition of child labour; and

establish systems to ensure compliance with international standards and laws on modern slavery and the rights of children; and

support the elimination of discrimination in respect of employment and occupation.

Environment - Suppliers shall:

establish and maintain environmental standards, procedures and management controls to ensure compliance at all times with

applicable international standards, laws and regulations;

support a precautionary approach when there is reasonable suspicion of environmental harm; and

encourage the development and use of technologies that promote sustainable development, protect the environment, reduce

pollution, increase recycling, and reduce waste.

Business Conduct and Ethics - Suppliers shall:

not engage in any form of corrupt activity, and adopt policies and procedures that ensure compliance with applicable anticorruption

laws; and

conduct business in compliance with applicable laws and a manner consistent with Kinross’ Code of Business Conduct and

Ethics (https://www.kinross.com/about/governance/)

On-site Activities

In addition to complying with these standards, while on location at Kinross properties, suppliers must comply with applicable Kinross

policies and procedures, including but not limited to those establishing health and safety, environment, and social standards, as may

be more fully defined in their contract.

In the course of visits to suppliers’ operations, Kinross will periodically review suppliers’ conformance with these standards.

Once every two years, suppliers are required to reaffirm their understanding and agreement to comply with these standards (as

may be amended from time to time).

We understand and agree to comply with these standards. Company Name and Address Name and Title of Representative Signature Date (dd/mm/yy)

Accepted by Kinross:

For more information on the terms used in these Guidelines, see the UN Global Compact at http://www.unglobalcompact.org/index.html. To learn more about the Kinross commitment to

Corporate Responsibility visit: http://www.kinross.com/corporate-responsibility.aspx

https://www.kinross.com/about/governance/)

http://www.unglobalcompact.org/index.html

http://www.kinross.com/corporate-responsibility.aspx

SCHEDULE D

TAXES

A l’attention de tous les fournisseurs de TMLSA

To All suppliers of TMLSA

Cette communication ne s’applique qu’aux achats locaux et aux achats internationaux fournis par des

résidents de France et du Sénégal (cas de retenue à la source sur les services non appliquée).

This communication only applies to domestic purchases and international purchases provided from France

and Senegal (case when the withholding tax on services is not applied).

Objet : Nouvelle réglementation : Exonération de

TVA prévue par l’Arrêté n°271 du 15 mars 2017

Madame, Monsieur,

L’objet de ce courrier est de vous notifier que l’Etat

Mauritanien a introduit un régime d’exonération de la

Taxe sur la Valeur Ajoutée (ci-après la « TVA ») sur les

achats de biens et services effectués sur le marché local et

nécessaires à la bonne exécution des opérations minières

sur le fondement de l’Arrêté n°271 du 15 mars 2017

publié au Journal Officiel n°1390 du 30 juin 2017 (ci-

après l’« Arrêté »).

Ces textes viennent en application de la loi n°2014-008

du 29 avril 2014, modifiant le code minier, et prévoyant

un régime de TVA spécifique pour les « contractants, les

sous-traitants et les fournisseurs dans le domaine

minier ».

Merci de prendre en compte ces changements lors de vos

facturations à venir.

Aussi, aux fins de mise en œuvre de ladite exonération,

nous vous prions de bien vouloir adopter la démarche

suivante s’agissant des modalités de facturation:

1. Obligations formelles Indication en français

de l’intégralité des mentions obligatoires:

o Numéro séquentiel et la date de la

facture ;

o Le nom et l’adresse du vendeur ;

o Nom et adresse de TMLSA;

o La quantité des marchandises et/ou la

description des services ;

o Le NIF de TMLSA et de votre société ;

o Le cachet de votre société et la

signature du représentant concerné;

o Numéro d’enregistrement au Registre

du Commerce du Vendeur ;

o Détails bancaires ;

Subject: New regulation :VAT exemption as per the

Arrêté n°271 dated 15 March 2017

Dear supplier,

The purpose of this letter is to notify you that the State of

Mauritania has introduced a Value Added Tax

(hereinafter “VAT”) exemption regime on purchase of

goods and provision of services performed on the

domestic market and necessary for the good performance

of mining operations. This VAT exemption regime is

pursuant to the Arrêté n°271 dated 15 March 2017

(hereinafter, “Arrêté”) published in official Gazette

n°1390 dated 30 June 2017.

Those regulations were passed in application of the law

n°2014-008 dated 29 April 2014, modifying the mining

code, and providing for a specific VAT regime for

“contractors, sub-contractors, and suppliers in the

mining industry”.

Please take these changes into consideration for any

upcoming invoicing.

In order to implement the VAT exemption regime we

would like to request that you apply the following

invoicing procedure:

1. Formal requirements mention in French of all

the mandatory elements;

o The sequential number and date of the

invoice;

o The name and address of the supplier;

o Name and address of TMLSA;

o The quantity of goods and/or the

description of services;

o The NIF of TMLSA and of your

company;

o The seal (wet stamp) of your company

and the signature of your

representative;

o Registration number at Trade Registry;

o Bank details;

o Attestation de TVA datant de moins de

3 mois, émise par la DGI, à joindre

pour toute facture avec TVA.

Nous avons joint à la présente un modèle de

facture pour les biens et services exonérés.

2. Montant Dans le cas d’une fourniture

exonérée, la facture ne fera pas apparaitre de

montant de TVA mais un prix HT. Sur chaque

facture nous vous demandons de bien vouloir

mentionner la phrase suivante:

« Exonérée de TVA en vertu l’arrêté n°271 du

15 mars 2017» ;

3. Descriptions Chaque facture devra indiquer la

référence au contrat/bon de commande auquel

elle se rattache. La description du bien ou

service doit être claire et précise. Dans le cas

d’une vente exonérée, la facture devra faire (a)

référence au domaine d’activité prévu par

l’Arrêté 271 et à la codification 1 telle que

définie par l’Arrêté 271 et (b) le descriptif

spécifique à la transaction concernée;

4. Les biens et services non-exonérés devront faire

l’objet d’une facture distincte.

Nous vous prions de noter que l’exonération de TVA ne

modifie pas les autres obligations qu’un fournisseur peut

avoir auprès de l’Administration fiscale mauritanienne.

Concernant la mise en œuvre de l’exonération visée ci-

dessus, et le régime applicable à vos propres achats, nous

vous encourageons à obtenir une assistance juridique et

fiscale indépendante pour vous permettre de comprendre

et être en conformité avec vos obligations.

Nous vous transmettons pour votre parfaite

compréhension les textes désormais en vigueur, à savoir

l’Arrêté 271. A notre connaissance l’administration n’a

pas établi d’autre instruction ou circulaire à ce sujet.

Afin de faciliter la fourniture annuelle de l’état

récapitulatif obligatoire sur les opérations exonérées et

non exonérées et aux fins de besoins éventuels

d’informations de l’Administration fiscale

Mauritanienne, nous vous invitons à tenir un récapitulatif

des transactions exonérées et non exonérées à la TVA

(client, nature de la transaction, numéro de facture,

o VAT Certificate issued by Mauritanian

tax authorities to be attached for any

invoice with VAT. The VAT

Certificate cannot be more than three-

month old.

We have attached for your convenience an invoice

template for exempt goods and services.

2. Amount: In the case of an exempt supply, the

invoice will not show the VAT amount, but a

price exclusive of tax. We ask you to mention

the following sentence on each invoice:

« Exonérée de TVA en vertu l’arrêté n°271 du

15 mars 2017»

3. Descriptions Every invoice shall reference the

contract/PO it relates to. The description of

goods and services must be clear and specific.

In the case of an exempt sale, the invoice shall

(a) make reference to the domain of activity

provided by Arrêté 271 and state the respective

code 2 stipulated by the Arrêté 271 and (b)

include a specific description of the particular

transaction.

4. Separate invoices will be issued for goods and

services not exempt of VAT.

Please note that the VAT exemption regime does not

modify other obligations that a service provider may have

towards Mauritanian tax authorities. With regards to the

implementation of the above, and the tax regime

applicable to your own purchase, we would encourage

you to obtain independent legal and tax advice so that you

fully understand and comply with these obligations.

For your total understanding, please find attached the

latest documents in force, i.e. the Arrêté 271. To our best

knowledge, the government has not established any

administrative instruction or circular on this matter.

In order to ease the issuance of the annual mandatory

statement on exempt and non-exempt transactions and

potential requests from the Mauritania tax authorities, we

recommend you to keep a recap of all the exempt and

non-exempt transactions performed by your company

(client, nature de la transaction, invoice reference,

contract/PO reference, invoice date, amount exempt and

1 Par “Code”, on entend les références suivantes correspondant à la liste de l’Arrêté joint à la présente lettre :

A1/A2/A3/B1/B2/B3/B4/B5/B6/B7/B8/B9/B10/B11/B12/B13/B14/B15/C1/C2/C3/C4/C5/C6/C7/C8/C9/C10/C11/C1

2/C13/C14/D

2 By “code”, we mean the following figures as they relate to the Arrêté list attached to this letter :

A1/A2/A3/B1/B2/B3/B4/B5/B6/B7/B8/B9/B10/B11/B12/B13/B14/B15/C1/C2/C3/C4/C5/C6/C7/C8/C9/C10/C11/C1

2/C13/C14/D

numéro du contrat/bon de commande, date de la facture,

montant soumis à TVA et montant exonéré, et code pour

transactions exonérées).

Pour toute question relative aux modalités de facturation,

prière de s’adresser à Monsieur Lamine Badiane

[email protected]

Pièce jointe : Arrêté n°271 du 15 mars 2017

Recevez, Madame, Monsieur, nos salutations

distinguées.

Pour TMLSA,

Douglas Ross

Directeur Financier

amount subject to VAT, and code for exempt

transactions).

For any question related to invoicing formalities, please

contact Lamine Badiane [email protected]

Attachment : Arrêté n°271 dated 15 March 2017

Yours sincerely,

TMLSA,

Douglas Ross

Finance Manager

(A) Exploration minière (A) Mining Exploration

A1. Prospection; A1. Prospection;

A2. Forages, analyses minérales et contrôles; A2. Drilling, Mineral control and analysis;

A3. Etudes des ressources et des réserves; A3. Mining resource and reserve studies;

(B) Conception et construction d'une mine et de

l'infrastructure de transport minier et démobilisation

(B) Conception and construction of a mine, the infrastructure of mining

transport, and demobilization

B1. Etudes : les études de définition, les études de préfaisabilité,

les études de faisabilité et les études d'optimisation

B1. Studies: scoping studies, Prefeasibility Study, Feasibility Study, and

Optimization Studies

B2. Intrants et contrats liés à la construction de la mine : B2. Inputs and contracts related to the construction of a mine

- Equipements techniques; - Technical equipment

- Equipements électriques; - Electrical equipment

- Equipements de tuyauteries; - Piping equipment

- Equipements de contrôle des procédés; - Process controls equipment

- Equipements de constructions; - Construction equipment

- Equipements miniers; - Mining Equipment

- Unités pré assemblées, équipements et installations. - Preassembly units - equipment and installations

B3. Location d'équipements pour les opérations de construction

des installations minières ;

B3. The rental of equipment for the operations of construction of mining

installations

B4. Approvisionnement en béton lié aux installations minières ; B4. Concrete supply related to mining installations

B5. Eléments mécaniques, à l'acier de construction et à la

tuyauterie ; B5. Mechanical, structural steel and piping contracts

B6. L'électricité et aux systèmes de contrôles ; B6. Electrical & controls contracts

B7. Architecture ; B7. Architectural contracts

B8. Terrassement ; B8. Earthworks contracts

B9. Débarquement et routes d'accès aux routes existantes ; B9. Beachlanding & access roads to existing roads

B10. Centrale électrique (Conception, approvisionnement,

installation) ; B10. Power plant (design, supply, install)

B11. Installations de construction temporaires ; B11. Temporary Construction Facilities

B12. Pièces de rechange ; B12. Spares

B13. L'ingénierie, l'approvisionnement et la construction ; B13. Engineering, procurement and construction management

B14. Consultants tiers pour la construction ; B14. Third party consulting for construction

B15. Test pré-opérationnels ; B15. Pre-operational testing

(C ) Exploitation minière (C ) Mining Exploitation

C1. Equipements miniers mobiles (camions de services,

bulldozers, niveleuses,…) destinés aux opérations minières ;

C1. Mine support equipment (service trucks, dozers, graders,…) for mining

operations

C2. Tirs de mine et décapage (explosifs) C2. Mine blasting explosives)

C3. Assèchement de puits ; C3. Mine dewater

C4. Forage minier ; C4. Mine drilling

C5. Géologie minière ; C5. Mine geology

C6. Roulage minier ; C6. Mine hauling

C7. Chargement minier ; C7. Mine loading

C8. Services technique miniers ; C8. Mine technical services

C9. Location d'équipements pour les opérations d'exploitation

minière ; C9. The rental of equipment for the mining exploitation operations

C10. Stockage des minerais et résidus ; C10. The storage of ores and wastes

C11. L'entretien et réparation des véhicules utilitaires, des

engins miniers et des équipements miniers ;

C11. The repair and maintenance of utility vehicles, mining machines and mining

equipment

C12. Traitement du minerai et des résidus minéraux ; C12. Treatment of ore and minerals wastes

C13. Réparation et entretien de toutes les installations minières

citées plus haut ; C13. The repair and maintenance of mining installations mentioned above

C14. Transport et convoyage des minerais et résidus minéraux

et des produits finis ou semi-finis ;

C14. The transport and conveying of both ores and minerals wastes and

finished or semi-finished products

(D) Services liés à la réhabilitation du site minier à la fin

de l'exploitation.(D) Site rehabiligation at the end of exploitation

Tax statement from Contractors

At Kinross Gold Corporation, we believe that the company and its subsidiaries (“Kinross”) have both an ethical and a

business imperative to be responsible corporate citizens. This includes establishing a set of minimum standards of

conduct for suppliers of goods and services to Kinross. Kinross wants to do business with suppliers that share our

commitment to corporate responsibility. Our standards extend to tax compliance as generally described below.

Suppliers shall comply with all applicable laws of Mauritania, including tax, customs and foreign exchange laws at

corporate entities and individuals/employees levels.

Suppliers shall not engage in harmful tax practice and shall in particular:

o Rely on a tax treaty only if they have legitimate grounds to do so (and shall provide annually Tax Residency Certificate to TMLSA should they rely on such treaty);

o Carefully consider whether they are required to register in Mauritania before formulating their financial offer to TMLSA and re-test this requirement as need be during the time of their contractual relationship with TMLSA.

o Declare and pay all taxes on all revenues for their employees working in Mauritania.

As a general policy, TMLSA does not get involved in any tax matter of its suppliers, and THE SUPPLIER IS THE

SOLE RESPONSIBLE TO SEEK TAX AND LEGAL ADVICE FOR HIS SITUATION. This paragraph supersedes

any comment made verbally or in writing by any TMLSA or Kinross staff to the supplier.

TMLSA will not get involved in any tax audit/dispute of its suppliers, and will comply with its own obligations, which

may include, but is not limited to, disclosing transactional information to tax authorities and complying with garnishment

orders.

General guidelines when dealing with TMLSA

The following snapshot is basic, non-specific tax information that should be considered by tax suppliers, and have to be

confirmed by their own analysis, judgment and tax consultancy.

Registration in Mauritania (permanent establishments)

Companies who have a permanent establishment in Mauritania (e.g. on-the-ground activities exceeding 6 months in Mauritania) SHALL register a local tax entity (branch or subsidiary) in Mauritania. That entity will, among other, be subject to 25% income tax on net profits and cash repatriation thereof will be subject to a 10% tax known as IRCM (save potential tax treaty benefits)1.

Foreign services providers delivering services in Mauritania less than 6 months or Foreign services providers delivering services outside Mauritania

Except for foreign service providers from countries with specific double taxation treaties2, a 15% withholding tax will apply to the fees and expenses invoiced to TMLSA and be remitted directly by TMLSA to the Mauritanian Treasury. This PNR3 tax (which was until recently named RSI4) will be factored in the evaluation of your financial offer. Nevertheless, in many home jurisdictions, the withholding tax certificate provided by TMLSA will entitle the supplier to a foreign tax credit. This credit shall be factored into your financial offer to TMLSA.

Gross-up clauses making TMLSA bear the cost of withholding tax are forbidden by law.

Beyond six months the supplier who is considered to have a permanent establishment in Mauritania shall register in Mauritania.

1 A resident supplier may be eligible to benefit of TMLSA’s 2006 Mining Convention’s tax terms (reduction of corporate

minimum tax and supplier’s expatriate employees payroll tax by half if it has not other client than TMLSA in Mauritania). Customs benefits are available to all suppliers. Contact TMLSA if you believe this could be applicable and factored into your financial offer to TMLSA. 2 A supplier requesting the application of a tax treaty must provide annually to TMLSA a copy of tax residency

certificate issued by his Home Tax Authority. 3 Withholding tax on PNR « Prestataires Non-Résidents » or non resident providers 4 RSI stands for « Régime Simplifié d’Imposition » and was the former name of the same 15% withholding tax.

Goods and services need to be invoiced separately, otherwise the full amount is subject to 15% withholding tax.

Currency, resident suppliers will be paid in local currency MRU (save if they provide an exception letter from Mauritanian Central Bank to TMLSA).

Your obligations as an Employer in Mauritania

- Employers are to pay Mauritanian payroll taxes (Impôt sur les Traitements et Salaires) and social contributions for their employees working in Mauritania.

- Tax rates are reduced by half for the supplier’s expatriates employees if the supplier has no other client than TMLSA in Mauritania, as per TMLSA’s Mining Convention with the State of Mauritania.

Mauritanian Value Added Tax (VAT)

o Foreign service suppliers claiming benefit of a double tax treaty (France and Senegal in particular) for withholding tax exemption must appoint a tax representative in Mauritania in charge of collecting Mauritanian VAT on their behalf. In such case, the VAT shall appear on your financial offer as it will be considered a cash-flow disbursement for TMLSA.

o Local exemption of VAT Many local entities selling goods and services to TMLSA are exempt of VAT on certain transactions (list as per Arrêté dated 15 March 2017).

o Invoices for VAT and Exonerated-of-VAT invoices are subject to formal requirements that must be strictly followed, including the periodic provision of a valid VAT certificate. Failure to meet those requirements will lead to delays in invoice processing.

Customs and import duties: TMLSA and its suppliers benefit from a specific customs regime including

o Reduced duty and levy rates on items on the Mining List approved with the Government of Mauritania.

o Temporary import regime

o Full exemption on spare parts, fuel and lubricants

Shipment invoices shall have the exact same references (invoice reference number, value, PO reference, currency, item description….) as Account Payable invoices.

I hereby acknowledge that I have read and understood all the information contained in this form, and undertake to seek proper tax and legal advice to operate in a manner that is compliant with applicable laws and regulations.

Supplier name Date:

___________________________ _______________________________

Name and Title of Representative: Signature:

___________________________ _______________________________

(Remove this page for contractors from Mauritania, France & Senegal. To be used only when RSI is applicable)

Additional statement for services providers subject to 15% Withholding Tax

I hereby certify that my financial offer includes all taxes, including, if applicable withholding tax of 15% and I certify that any available foreign tax credit has been factored in my offer.

Name and Title of Representative: Signature:

___________________________ _______________________________

SCHEDULE E

CONTRACTOR INVOICING, PAYMENTS AND RELATED INFORMATION

1.1 Invoicing procedures

Owner’s goal in Contracted Services invoice processing is to pay Contractors in accordance with Owner’s

contractual obligations as set out in the Contract and in an efficient and timely manner. This can be achieved

through Contractors obtaining User Department approvals via a ProForma Invoice submission process as

described herein. ProForma Invoices are “preliminary” invoices, not for actual payment. ProFroma Invoices

must include the heading “ProForma – Not For Payment” thereon.

Invoicing steps:

1. Contractors are simply to submit their ProForma invoices to the End User / Contract Owner

nominated in their agreement with the original Contract Number referenced. The End User will

review the ProForma invoice and once in agreement with the amount invoiced against Services

rendered will release and obtain approvals for the appropriate amounts in Owner’s ERP system.

2. TMLSA Contract´s End User (upon ProForma Invoice approval) will generate a Payment Purchase

Order Number called an O2 or O3 (Service PO) which is required before payment of any invoice

may occur in Owner’s ERP system. Contractor will receive automatically the approved PO to the

email address provided

3. Contractor will then submit an Invoice for Payment which matches exactly what has been

notified in the Service PO notification. Contractor must include the Service PO number on the

Invoice for Payment. Invoices for Payment shall be submitted to Owner’s Accounts Payable

department as follows:

- Local Vendors:

[email protected] Attn: Tasiast Accounts Payable

- Foreign Vendors:

[email protected] Attn: Overseas Accounts Payable

For further clarity, an Invoice for Payment shall NOT include the words ProFroma on it. Invoices

submitted without a PO number will not be processed. Invoices lacking relevant data specified on 1.2

below will not be processed.

Owner shall only pay against original invoices. Please refer to “1.2 Sample Invoice to be submitted by

Contractor” of this Schedule for specific data, formatting and submission instructions for Invoices to

Company Accounts Payable department.

mailto:[email protected]

mailto:[email protected]

1.2 Sample invoice to be submitted by Contractor (Please select the one applicable)

# Foreign services

(THE ELEMENTS INDICATED IN RED BELOW

MUST BE INCLUDED AT A MINIMUM)

Letterhead of Company

[1] Name [2] Form of incorporation and Share Capital amount, if applicable

[3] Address [4] Registration at the Commercial and Companies Registry n°

[5] Tax registration number [6] Date

To [7] TASIAST MAURITANIE Limited S.A.

[8] ZRA 741 – P.O. Box: 5051 Nouakchott-Mauritanie tel : 4 525 24 28 / 4 529 65 58

[9] RC 2945(c)/43942(a) [10] NIF 30300026

[11] UNINTERRUPTED INVOICE N° SERIE_ _ _ _ /202_

[12] PO or Contract N° _ _ _ _ _ _ _ _

Our invoice relating to [Describe services]

Quantity / Services

description

Price

Item A [13]

Amount contractually

agreed

XX CURRENCY [14]

If French or Senegalese

vendor, provide the

exemption wording on

VAT : [13] [16] of the VAT

exempted template

XX CURRENCY [15]

TOTAL to be paid XX CURRENCY [16]

[17] Name

Executed in two original copies

[18] Signature and [19] Stamp

___________________

[20] Bank account(s) number(s)

# VAT exempt supplies of local services / purchase of goods









[9] RC 2945(c)/43942(a), [10] NIF 30300026


[12] PO or Contract N° _ _ _ _ _ _ _ _

Our invoice relating to [Describe services / goods]

Code d’exonération Description

détaillée

Prix

unitaire

Quantité Prix Prix

Item A

[13] Exemple :

B8 Terrassement

…… …… ……

Total HT

XX MRO

[14]

YY MRU

[15]

[16] Exonérée de TVA en vertu l’arrêté n°271 du 15 mars 2017

Exempted of VAT according to the Order n°271 dated March 15 2017

[17] Name



___________________


# Local services / purchase of goods subject to VAT (not exempt)









[9] RC 2945(c)/43942(a), [10] NIF 30300026


[12] PO or Contract N° _ _ _ _ _ _ _ _

Our invoice relating to [Describe services / goods]

Description

détaillée

Prix

unitaire

Quantité Prix Prix

Item A

[13] …… ……

Total HT XX MRO YY MRU[14]

TVA (taux : 16%,

18% or 20%)

XX MRO YY MRU[15]

Total TTC XX MRO YY MRU[16]

[17] Joindre Attestation d’assujettissement à la TVA émise par la DGI de moins de trois mois [numéro...en date du …]

Provide VAT certificate issued by Mauritanian tax authorities no more than three months old [number...dated

of…]

[18] Name



___________________


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