First Schedule., The Diamond Agreements Shor: ti~Ie

AN AGREEMENT made the fifth day of October One thousand nine hundred and thirty-four between the Crown Agents for the Colonies whose offices are at Number 4 Millbank in the City of Westminster (who and the Crown Agents for the time being are hereinafter referred to as " the Crown Agents") acting for and on behalf of Sir Arnold Wienholt Hodson K.C.M.G. Governor of the Colony and Protectorate of Sierra Leone (hereinafter referred to as "the Governor" which expression shall include his successors in office) of the one part and Consolidated African Selection Trust Limited whose registered office is at Selection Trust Building Mason's Avenue Coleman Street in the City of London (hereinafter referred to as " the Trust ") of the other part. WHEREAS- (A) The Trust has for upwards of two years last past been engaged in proilpecting for diamond in an area in the said Colony and Protectorate of Sierra Leone (hereinafter referred to as " the Colony ") comprising Four thousand one hundred and seventy square miles more or less upon the terms of an Exclusive Licence dated the first day of June One thousand nine hundred and thirty-two (hereinafter referred to as " the Licence of 1932 ") from the Crown Agents acting for and on behalf of the Governor. (B) The Trust has applied to the Governor for the grant to a company to be formed by the Trust of an exclusive licence (hereinafter referred to as " the Licence ") for the sole and exclusive right of exploring for exploiting producing taking disposing of and marketing diamond throughout the Colony with the exception of the areas known as the Marampa Concession and the Tonkolili Agreement Area (in which full rights in all minerals including diamond have been granted or are under negotiation for granting to the Sierra Leone Development Company Limited) upon the terms of the Form of Licence set out in the Schedule hereto. (C) The Trust has caused a Joint Stock Company in England to be incorporated under the Companies Act 1929 (hereinafter referred to as "the Company ") with an initial share capital of One Hundred and Fifty Thousand Pounds divided into Six hundred thousand shares of Five Shillings each having as its principal object the taking or acceptance of a grant of the Licence in the terms of the Form of Licence set out in the Schedule hereto. (D) The Memorandum and Articles of Association of the Company have been prepared with the approval of the Crown Agents and provide inter alia for the following matters- (1) That the number of Directors shall not be less than four nor more than nine with power to the Company by Special Resolution to vary the maximum number. (2) That one of the Directors shall be such person as the Governor or the Crown Agents on his behalf shall from time to time nominate in writing whether a shareholder in the Company or not who shall continue in office until replaced by another nominee of the Governor or of the Crown Agents on his behalf. (3) That the remuneration of the Directors (including the nominee of the Governor) shall be at the rate of Two Hundred Pounds per annum with an additional One Hundred Pounds per annum for the chairman. (4) That any Director performing special service be entitled to extra remuneration as determined by the Board from time to time. (5) That a .Managing Director may be appointed by the Board with such extra remuneration as the Board may from time to time determine. (6) That the total amount borrowed by the Company is not without the written consent of the Governor or the Crown Agents on his behalf to exceed at any one time twice the amount of the issued capital for the time being. (7) That the Company is not without the written consent of the Governor or the Crown Agents on his behalf to create any mortgage or charge upon any of the property or the undertaking of the Company except for securing moneys borrowed for temporary purposes in the ordinary course of business. Now IT IS HEREBY AGREED as follows- 1. The Trust shall at all times during the continuance of the Licence hold a majority voting interest in the Company. 2. (1) The Company shall take over as from the first day of July One thousand nine hundred and thirty-three the interests of the Trust in the Colony subsisting on that date including all plant machinery equipment and supplies in the Colony on that date. (2) The Company shall also take over the benefit of approximately three hundred and ninety carats of diamond produced up to the thirtieth day of June One thousand nine hundred and thirty-three outside the area comprised in the Licence of 1932. (3) The purchase price to be paid by the Company for the assets to be taken over by them under sub-clause (1) and (2) of this clause shall be the sum of Fifty Thousand Pounds to be satisfied by the issue to the Trust or their nominees of Two hundred thousand shares of the Company credited as fully paid.