MEMORANDUM OF UNDERSTANDING BETWEEN THE INDEGENES OF NGUTI SUB DIVISION AND SG SUSTAINABLE OILS CAMEROON LTD

Under this memorandum of understanding (MOU) the inhabitants of Nguti Municipality (Community), hereby accept the investments by SG SUSTAINABLE OILS CAMEROON LTD (SGSOC) in Nguti and in return SG SUSTAINABLE OILS CAMEROON LTD shall implement and start the project immediately the following

• SG SUSTAINABLE OILS CAMEROON LTD will conduct a social and environmental impact assessment (SEIA) in all the twenty one (21) villages of Nguti Sub Division affected by the project to (i) Identify potential social and environmental impacts of the project and (ii) identify potential benefits to the communities and opportunities for local development, income generation and livelihood improvement. The (SEIA) will engage the communities' participation_ input and feedback including a comprehensive list of the affected project villages.

• SGSOC will avoid damaging or including any of the existing farmland within the concession area To the extent possible all farmland will be left to continue to exist as they were prior to SGSOC' s palm project .

However, due to the terrain and topography of the land it may not be possible to completely avoid overlapping with existing farmland. SGSOC will consider feasible alternative project designs to avoid or at least minimize physical or economic displacement.

To the extent that existing farmland are impacted by SGSOC's oil palm project, SGSOC will provide compensation for the loss of assets and offer an equal or better livelihood in cases where resettlement is the most practical option in accordance with international standards and guidelines

• SGSOC will leave out land for local out growers schemes, for the cultivation of oil palm and purchase the resulting fresh fruit bunches (FFB), thereby providing a credit-worthy reliable buyer for local farmers production .

• There shall be joint demarcation of land with the local communities, SGSOC and the administration to leave out a buffer zone between the SGSOC plantation and the local farmlands. community forests. council forest and protected areas.

SGSOC will provide technical assistance training on best practices for increased oil palm yields, efficiency in resource use, environmental protection and safety to local farmers

❖ SGSOC will contribute corporate taxes to the relevant taxing authorities

• SGSOC will pay land rental fees to the local government treasury or as instructed by government.

• SGSOC will contribute to local schools to improve their conditions.

• SGSOC will provide medical clinics to employees and make these clinics available to the local communities.

❖ SGSOC will provide modern wells and portable pipe-borne drinking water to the communities.

• SGSOC plans to expand into additional areas and will invest in farm roads to link local regions with the main project especially the Mbo hinterlands of Nguti Sub Division.

SGSOC will produce electricity, and where practicable, will make the surplus generation available to the communities at low cost.

❖ SGSOC will adhere to local and international guidelines and policies to ensure all planting and production is done in an environmentally friendly and sustainable manner.

• SGSOC will provide scholarships in fields related to Agro-industry and other areas to Universities for indigenes of Nguti Sub Division starting in the first year of the operation of the project_

• SGSOC will create long-term sustainable employment. The project will employ several thousand full time permanent employees once fully operational with priority to the indigenes of Nguti Sub Division, thus reducing rural exodus.

The Lord Mayor, Nguti Council

Mout&

❖ Revenues from the sale of oil palm products owned by All For Africa ). SGSOC's partner non-profit organization, will

provide funding to local charitable organizations that provide crucial social goods and services to the communities.

In consideration of the aforementioned policies, programs and benefits both SGSOC and the communities agree that the project shall begin immediately after the joint demarcation of the project area beginning with the immediate demarcation of the proposed nursery site.

The parties to the Memorandum of understanding hereby expressly undertake to prepare a Formal Agreement and thereafter execute same in the presence of the Administrative Authorities, which Agreement must reflect all the commitments contained in the Memorandum of Understanding.

Done at Nguti, this 27 th day of July 2010

For SG Sustainable OilslCameroon LTD

For the Indigenes

17 t_ The Member of Rmliarnent Nguti Sub Division

•

_k__l_N The President. Nguti. Sub Divisional Chiefs

AkktpI„ ak The President, Nguti Sub Divisional

Conference Cultural and Development Association (NGUSCUDA)

r-

)4;17D The CPDM Section President, Kupe Muanenguba

The Moderator of the Think Tank

WI NAME I VILLAGE POSITION SIGNATURE

01 (4 N I- NGU T I TOWN

02 A /2 , Crl- c ic̀ '

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MEMORANDUM OF UNDERSTANDING BETWEEN THE INDIGENES OF MUNDEMBA AND TOKO SUBDIVISIONS

AND SG SUSTAINABLE OILS CAMEROON LTD

Under this Memorandum of understanding (MOU) the inhabitants of Mundemba and Toko Municipalities (Communities) hereby accept the investment by SG SUSTAINABLE OILS CAMEROON LTD in Mundemba and Toko Subdivisions and in return SGSOC shall implement and start the project immediately the following:

❖ SG SUSTAINABLE OILS CAMEROON LTD will conduct a social and environmental impact assessment (SEIA) in all the villages of the Mundemba and Toko Subdivisions

affected by the project to ( I ) identify potential social and environmental impacts of the project and (2) identify potential benefits to the communities and opportunities for local development, income generation and livelihood improvement. The SEIA will engage the communities' participation, input and feedback including a comprehensive list of the affected project villages.

•:• SGSOC will avoid damaging or including any of the existing farmland within the concession area. To the extent possible all farmland will be left to continue to exist as they were prior to SGSOC's palm project. However, due to the terrain and topography of the land it may not be possible to completely avoid overlapping with existing farmland. SGSOC will consider feasible alternative project designs to avoid or at least minimize physical or economic displacement.

❖ To the extent that existing farmland are impacted by SGSOC's oil palm project, SGSOC will provide compensation for the loss of assets and offer an equal or better livelihood in cases where resettlement is the most practical option in accordance with international standards and guidelines.

❖ SGSOC will leave out land for local growers' schemes for the cultivation of oil palms and purchase the resulting fresh fruit bunches (FFB) thereby providing a credit-worthy reliable buyer for local farmers' production.

❖ There shall be a joint demarcation of land with the local communities, SGSOC and the administration to leave out a buffer zone between the SGSOC plantation and the local farmlands, community forests, council forest and [protected areas.

❖ SGSOC will provide technical assistance training on best practices for increased oil palm yields, efficiency in resource use, environmental protection and safety to local farmers.

❖ SGSOC will contribute corporate taxes to the relevant taxing authorities.

❖ SGSOC will pay land rental fees to the local government treasury or as instructed by government.

❖ SGSOC will contribute to local schools to improve their conditions

• SGSOC will provide medical clinics to employees and make these available to the local communities

❖ SGSOC will provide modern wells and portable pipe-borne drinking water to the communities

❖ SGSOC plans to expand into additional areas and will invest in farm roads to link local regions with main project

.C. SGSOC will generate electricity and ,where practicable, make the surplus utility available to the communities at low cost

❖ SGSOC will adhere to international guidelines and policies to ensure all planting and production is done in an environmentally friendly and sustainable manner

.C. SGSOC will provide scholarships in fields related to agro-industry and other areas to Universities for indigenes of Mundemba and Toko Subdivisions starting from the first year of the operation of the project.

(C. SGSOC will create long term sustainable employment. The project will employ several thousand full time permanent employees once fully operational with priority to the indigenes of Mundemba and Toko Subdivisions, thus reducing rural exodus.

.C• Revenue from the sale of oil palm products owned by nonprofit organization ALL FOR AFRICA NN N% Allforafrica.ore. will provide funding to local charitable organizations that produce crucial social goals and services to the communities.

In consideration of the aforementioned policies, programs and benefits both SGSOC and the communities agree that the project shall begin immediately after the joint demarcation of the project area beginning with the immediate demarcation of the proposed nursery site.

The parties to the Memorandum of Understanding hereby expressly undertake to prepare a Formal Agreement and thereafter execute same in the presence of the Administrative Authorities, which Agreement must reflect all the commitments contained in the Memorandum of Understanding.

Done at kAlt0A--- n.4 4)(4-

, this 2' day of ,1 1-1 L-1/4t 2010.

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