Schedule., The Tonkolili and J\!Iarampa Short title and com- Supplementary Agreement (1956) Ratification Ordinance, 1956, mencement

THIS AGREEMENT is made the tenth day of February, 1956 BETWEEN THE CROWN AGENTS FOR OVERSEA GOVERNMENTS AND ADMINISTRATIONS whose office is at No. 4 Millbank in the City of Westminster for and on behalf of the Colony and Protectorate of Sierra Leone (hereinafter called " the Government") of the one part and SIERRA LEONE DEVELOPMENT COMPANY, LIMITED, whose registered office is at City Gate House Finsbury Square in the County of London (hereinafter called " the Company ") of the other part. WHEREAS: (A) This Deed is supplemental to the Indentures of which the dates and parties are set out in the first and second columns of the Schedule hereto (hereinafter called " the Principal Agreements "); (B) In this Deed the Principal Agreements when referred to separately will be identified by the numbers set out opposite them respectively in the said Schedule; (C) Save as provided in clause 1 hereof words and expressions defined in the Principal Agreements bear the same meaning in this Deed. NOW THIS DEED WITNESSETH as follows- !. (1) IN this Agreement the following expressions shall have the following meanings- *It was resolved by the Legislative Council on 28th March, 1956, that the rate should be five per cent. (P.N. 48 of 1956.) t Now section 37 of Chapter 205. Tonkolili Agreement (1956) [Cap. 205 (a) "The Marampa Concession" shall mean the rights granted to the Company under the Agreements numbered (1) and (2) in the Schedule hereto; (b) " The Tonkolili Concession " shall mean the rights granted to the Company under the Agreements numbered (3) (4) and (5) in the Schedule hereto; (c) " Capital allowances" shall mean the initial allowances annual allowances investment allowances and balancing allowances as defined in the Income Tax legislation of the United Kingdom and any further allowances of a similar nature which may be granted under such legislation at a future date so far as they relate to expenditure for the purposes of the Marampa Concession and the Tonkolili Concession; (d) "The corresponding year of assessment" shall mean the year of assessment to income tax in the United Kingdom commencing on the sixth day of April next following the first day of April on which the year of assessment shall have commenced in Sierra Leone; (e) " Basis period for the year of assessment " shall have the meaning assigned to it in section 325 of the United Kingdom Income Tax Act, 1952; (f) " Capital assets " shall mean those assets upon which capital allowances are or may be made to the Company; (g) " The Marampa Authority " shall mean the Paramount Chief and Tribal Authority of the Marampa Chiefdom; (h) "Commissioner" shall mean Commissioner as defined in section 2 of the Sierra Leone Income Tax Ordinance, 1943. (2) IN this Agreement references to Acts of the United Kingdom shall be deemed to include references to any statutory modification thereof for the time being in force. 2. (1) THE Company HEREBY AGREES that notwithstanding the provisions of the Principal Agreements for the year of assessment 1954-55 and for each subsequent year of assessment the total income derived by it from or in respect of the Marampa Concession and the Tonkolili Concession shall subject to the provisions of sub-clause (4) hereof be assessed to Sierra Leone Income Tax on an amount equal to the total of the following sums that is to say- (a) the profits of the Company derived by it from or in respect of the Marampa Concession and the Tonkolili Concession which are charged to Income Tax in the United Kingdom for the corresponding year of assessment with the deduction- (i) of any annual payments made in the basis period for the ye~J,r of assessment to which sections 169 and 170 of the United Kingdom Income Tax Act, 1952 apply and which have been allowed or would have been allowable under the legislation in force in the United Kingdom at the date hereof as a deduction in computing the profits of the Company for United Kingdom Profits Tax in the accounting period corresponding to the basis period except to the extent that such payments have been assessed and charged to tax on the Company under the said section 170; and (ii) of any loss which could have been deducted under section 342 of the United Kingdom Income Tax Act, 1952 and of any 2144 Cap. 205] Tonkolili Agreement (1956) capital allowances which could have been deducted under section 323 of the said Act in charging the said profits to Income Tax in the United Kingdom had relief not previously been given in respect of the said loss and the said capital allowances under section 341 of the said Act provided that relief has not previously been given in respect of the said loss and the said capital allowances for Sierra Leone Income Tax; (b) any deduction made or allowed on account of any Sierra Leone or United Kingdom taxation in charging the said profits to United Kingdom Income Tax; (c) any capital allowances deducted in charging the said profits to United Kingdom Income Tax in excess of the expenditure incurred or deemed to have been incurred under the law relating to United Kingdom Income Tax in respect of the acquisition of any capital asset; (d) any capital allowances deducted in charging the said profits to United Kingdom Income Tax which are not calculated on the basis of the cost of any particular capital asset. PROVIDED that (i) if and so long as the Company has any capital assets in respect of which the expenditure incurred or deemed to have been incurred under the law relating to United Kingdom Income Tax exceeds the capital allowances previously granted thereon the Company may set off the capital allowances to which sub-paragraph (d) hereof refers against the expenditure on such capital assets and the provisions of sub-paragraph (d) hereof shall thereupon cease to apply to any capital allowances which are so set-off but any such set-off shall be taken into account for the purposes of sub-paragraph (c) hereof and (ii) the Company shall have the right to request the Government that the provisions of sub-paragraphs (c) and (d) hereof shall be disregarded in any instance in computing its total income as aforesaid and the Government hereby undertake to give due consideration to such request. (2) FOR the purposes of this Clause the Income Tax assessments made upon the Company in the United Kingdom will be accepted as conclusive by the Government. A copy of the said assessments shall be produced to the Commissioner every year but if in any year a copy of the said assessments shall not have been produced to the Commissioner within a reasonable time the Company shall be liable to make provisional payments to the Government in an amount to be agreed between the Company and the Commissioner and when the said assessments shall be produced such provisional payments shall be adjusted by additional payments or refund of over-payments as the case may require. (3) FOR the purposes of the preceding sub-clause the Company shall in each year cause a full copy of the accounts and copies of the Schedules as supplied to the United Kingdom Inspector of Taxes and of the full computations for United Kingdom taxation purposes as agreed by him to be supplied to the Commissioner. Such Accounts, Schedules and Computations shall be accepted by the Commissioner as conclusive. (4) (a) If the deductions arising under sub-clause (1) (a) (i) and (ii) hereof shall exceed the sum mentioned in sub-clause (1) (a) hereof arrived at before making the said deductions in any year of assessment such excess shall be deducted from the sums mentioned in sub-clause (1) (b) (c) and (d) hereof. j ) Tonkolili Agreement (1956) [Cap. 205 (b) If the said deductions shall exceed the total of the sums mentioned in sub-clause (1) (a) (b) (c) and (d) hereof arrived at before making the said deductions in any year of assessment such excess shall be treated as a loss for the purpose of section 20 (2) of the Sierra Leone Income Tax Ordinance, 1943 or any statutory modification thereof for the time being in force except that in computing the loss for the purpose of paragraph (a) of the said section 20 (2) no account shall be taken of sub-clause (1) (a) (ii) hereof. 3. IN ascertaining the total income of the Company for the purposes of assessment to Sierra Leone Income Tax only there shall be deducted from the total income ascertained in accordance with the provisions of Clause 2 hereof any loss incurred in any other trade or business carried on by the Company in Sierra Leone. 4. THE Company agrees to pay in addition to Sierra Leone Income Tax assessed on the total income under the provisions of Clause 2 hereof an Iron Ore Concessions Tax upon the said total income at the rate fixed by the Government from time to time. 5. NOTWITHSTANDING anything in the provisions of Clauses 2, 3 and 4 hereof the aggregate of the rates of the Sierra Leone Income Tax and of the Iron Ore Concessions Tax payable by the Company for any year of assessment shall not exceed ten shillings in the pound. Any reduction in the total amount of such taxes required to give effect to the provisions of this clause shall be effected primarily by a reduction of the amount of the Iron Ore Concessions Tax payable in such year and if this reduction shall be insufficient then by a reduction of the amount of Sierra Leone Income Tax payable in such year.