Page 5 - JOINT VENTURE AGREEMENT FOR THE EXECUTION OF BATCHES OF 10 000 AND R_Neat

5.4 The management committee shall meet, as and when required to do so, on reasonable notice by
either of the parties.

5.5 The management committee shall be entitled to discuss any matter relevant to the joint
venture.
5.6 The management committee shall operate on a consensus basis, failing which disputes shall be
resolved in the manner provided for in clause 13 below.

5.7 The joint venture shall have –

5.7.1 Gonlizar/ Phatsimo Engineering auditors as the auditors of the joint venture; MM FM

5.7.2 as its registered office, the registered office of Gonlizar

5.7.3 As its financial year, end the last day of February each year.
5.8 The parties acknowledge that the operations of the joint venture will be conducted inter alia on
the following basis –

5.8.1 Financial statements calculating the profit (or loss) shall be prepared on a monthly basis,
alternatively during such intervals as the parties may agreed to from time to time;

5.8.2 Monthly management accounts will be prepared as soon as possible after the expiry of each
month in the financial year;

5.8.3 The management committee will provide the parties with such information summaries as may
be required by either of them; 5.8.4 the accounts of the joint venture will be prepared in accordance
with generally accepted accounting practice;

5.8.5 on a 3 (three) monthly basis, alternatively during such intervals as the parties may agree to
from time to time, an adjustment account shall be prepared in order to make provision for any
increase in price relating to resources, such as, including but not limited to materials and labour.

5.8.6 Business transacted at meetings of the management committee shall be recorded and signed
by a member of the management committee representing each party thereto. Such minute book
shall at all times be available for inspection by the parties or their duly authorised representatives
who shall be entitled to take copies thereof or to make extracts there from.

5.8.7 Any resolution or written decision signed by all the members of the management committee
shall be as valid and effective as if passed at a meeting of the management committee. All such
resolutions shall, unless otherwise indicated therein, be deemed to have been passed on the date
on which it was signed by the last management committee member signing such a resolution.

5.8.8 The power and duties of the management committee may be delegated by the management
committee to a manager, who shall carry out his duties in terms of and in accordance with the
policies and decisions of the management committee and in accordance with the terms and
conditions set out in this agreement. The day to day financial and administrative management of the
joint venture shall be delegated to the manager.

6. MATTERS REQUIRING UNANIMITY