SUMMARY OF TERMS & CONDITIONS PROPOSAL

ONLINE AUCTION - TERMS & CONDITIONS THESE TERMS ARE TO BE READ IN CONJUNCTION WITH AUCORS GENERAL TERMS AND CONDITIONS OF AUCTION:

1. Participation A. B. C. D.

Registration Registration of each buyer is a prerequisite for submitting bids and offers for Online Transactions. The Participants' registration form is posted on the Site. Eligibility To register as or on behalf of a seller or buyer on the Site you must provide your name, phone number, e-mail address and the name and address of the business you are acting for. Aucor reserves the right to reject any registration in its sole discretion. By registering, the Participant represents, warrants and undertakes that it is or acts for a business and has given correct information about its business and contact details as requested in Aucor's registration procedure and that it will notify Aucor of any change in its registered details. Participants' accounts Participants are assigned an account name and password on registration. The Participants are responsible for all actions taken under their account name and password and shall only use the Site using their own account name and password. Participants must keep their password safe and shall not disclose it to any other person and shall not permit any other person to utilise their account details. Participants are obliged to complete those transactions that occur using their account name and password, whether such transactions are authorised by them or not. Exclusion of Participants and Rejection or Amendment of Bids and Offers Without limitation to any other remedies, Aucor may exclude any Participant from any Online Transaction and block any registration if the Participant has breached or threatens to breach these Terms and Conditions or engages in any behaviour which Aucor in its sole discretion regards as likely to have anadverse effect on the conduct of the Online Transactions or the reputation of Aucor. Furthermore, Aucor reserves the right in its sole discretion to exclude products from offers and to refuse accept ances, bids or offers as well as to discontinue Online Transactions or its Services altogether at any time and/or from time to time.

2. Data Protection and Corporate Information Aucor shall transmit all information in connection with the registration, the posting of an offer/bid/acceptance and offers/listings of products to the other Participants in any part of the world in the form and to the extent suitable for the execution of an Online Transaction. All data produced or transmitted in connection with the execution of the Online Transaction to Aucor may be stored, used and transmitted as described in Aucor's Privacy Policy. Participants undertake that information concerning other Participants and their employees, contractors or agents obtained through the Site shall not be used for sending unsolicited commercial messages or for any other purpose other than participation in Online Transactions or use of the Site (including AssetZone®). Participants also agree that they will only use such information in accordance with applicable laws and regulations, including, without limitation, data protection and privacy laws.

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SUMMARY OF TERMS & CONDITIONS PROPOSAL 3. Use of Participant Information on the Site To enable the Site to use information provided by the Participant, the Participants grant Aucor and, where applicable, Associated Auctioneers on registration a non-exclusive, world-wide, perpetual, irrevocable, royaltyfree, sublicensable (through multiple tiers) licence to exercise the copyright, trade mark and database rights the Participant has in any information provided and to do so in any media form whether now known or not currently known in order to provide the Services. 4. VAT or other taxes Any price indicated on the Site or agreed in an Online Transaction is stated exclusive of value added tax or any other applicable sales tax. Buyers or in Online Transactions shall be responsible for paying any value added tax or other taxes which may be due on amounts owed by the buyers under these Terms and Conditions in the applicable jurisdictions at the rates prevailing at the date that their contract of sale is concluded. If goods are exported, tax refunds or zero rating may apply. In respect of sales in Online Transactions, tax refunds (if any) will be made by the relevant Aucor Group Company or, where applicable, the relevant Associated Auctioneer subject to receipt of (a) satisfactory proof of export by the buyer; (b) the corresponding amount of tax refund from the relevant tax authority or the seller and (c) the relevant tax forms (if applicable). 5. Use of Online Bidding system Participants are responsible for procuring and maintaining their network connections and telecommunication links from their systems in order to use the Site and the Services and all communications and content sent from their systems to Aucor or, where applicable, an Associated Auctioneer and must use the Site for lawful purposes only. Participants must not use the Site for any of the following: • •

• •

for fraudulent purposes, or in connection with a criminal offence or other unlawful activity; to send, use or re-use any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of any law or third party rights; or is otherwise injurious to third parties; objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailing or spam; to offer, sell, bid for or buy any items which are illegal or infringe any third party rights (including intellectual property rights); or to cause annoyance, inconvenience or needless anxiety.

Participants are expressly forbidden from any form of bid manipulation, including collusion or bidding on lots that they themselves or a party affiliated with them are selling in an Online Auction, Webcast Auction or Exchange. Buyers may not bid under a false name or as agent for a person who would itself be prohibited by these Terms and Conditions or by the terms and conditions governing the specific Webcast Auction in question from placing a bid on a particular lot. Aucor does not guarantee continuous, uninterrupted or secure access to the Site. The Site and Services are provided "as is" and "as and when available", and, to the extent permissible by law, Aucor excludes all implied warranties, conditions or other terms, whether implied by statute or otherwise, including without limitation any terms as to skill and care or timeliness of performance. Aucor may change, modify, amend, suspend or discontinue any aspect of the Site or the Services at any time without notice and Aucor reserves the right to impose restrictions on certain features of the Site or the Services at any time without notice. Auction Proposal Kumba Iron Ore Sishen Mine

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SUMMARY OF TERMS & CONDITIONS PROPOSAL In case of interruption to or suspension of access to the Site or the Services, the Participants' only remedy will be for Aucor, in its absolute discretion, to extend the time limit of an offer or an Online Transaction for an appropriate period. Participants' access to the Site may be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or Services. Aucor will use reasonable endeavours to limit the frequency and duration of any such suspension or restriction. Participants must take all reasonable steps to minimise loss or damages when accessing the Site, including implementing prudent security and back-up features. In addition to the other obligations set out in these Terms and Conditions, each buyer acknowledges and agrees that by placing a bid in an Auction ("Bid") or making an offer in another Online Transaction, it represents, warrants and undertakes that it has the authority and capacity to enter such Bid or make such offer and close the transaction and that any Bid that it makes constitutes an irrevocable offer to buy the lot in question for the full amount of the Bid. Aucor may, in its discretion, charge a buyer's premium ("Buyer's Premium") or other service charge on assets sold (including any applicable value added tax or the equivalent or similar sales taxes in the relevant jurisdiction at the current rate). All such charges will be indicated on the relevant Notice to Purchasers or brochure. If charged, the Buyer's Premium shall be collected directly from each successful buyer, in addition to the purchase price as bid. 6. General Terms and Conditions Aucor shall have the right to control, regulate and control the auction. Each item is sold at the auction as a lot/ individual item. Aucor may, without penalty or prior notice and only if the seller/owner/lawful holder (“Seller”) of any individual lot or items, or a group or parcel of assets (such group or parcel of assets hereafter called “lots”), in writing permits Aucor to do so, will Aucor be entitled to withdraw any item or lots from the auction (such item or lots hereafter called the “goods”). The goods may constitute a lot or parcel of goods which are sold as a lot or parcel and purchased by the Purchaser, subject to these terms and conditions, as a lot or parcel. In respect of any goods, the highest accepted bidder therefore shall be the purchaser of such goods (“Purchaser”). In the event of a dispute as to the identity of the highest bidder, Aucor may re-auction the goods concerned. These terms and conditions or any special conditions pertaining to each auction and/or to any goods shall be announced prior to the commencement of the auction. The Purchaser shall be bound by all of the terms and conditions announced. On the fall of the hammer at the auction for the goods purchased by the Purchaser, a sale for the goods shall be finally and irrevocably concluded, subject only to such suspensive conditions as may be applicable to any goods. Risk in and to the goods shall pass to the Purchaser on the fall of the hammer. The Purchaser acknowledges that he/she/it may inspect the goods and may note the condition and state thereof, and is satisfied with the goods. The goods are sold subject to the condition report/inspection report furnished for the goods (for the auction) or in a document appended to or alongside the goods. Aucor is only aware of the condition and state of the goods at they are, and as disclosed to/by Aucor . Aucor does not have any other knowledge of the goods and the state and condition thereof which accedes the above. Aucor shall not be liable for any condition or state of any of the goods of which Aucor is unaware or cannot reasonable have knowledge of. Neither the Seller of the goods, nor Aucor , give any warranties or guarantees or make any representations in regard to the condition or state of any of the goods, save for the representation that appears on the condition report/inspection report for the goods concerned and, save for such condition report/inspection report, Aucor is not responsible for any errors of description of any of the goods. All bids made at the auction are deemed to exclude VAT and buyer’s premium. The Purchaser shall not be entitled to take delivery of the goods until payment of the full purchase price has been made to Aucor and the Purchaser is in possession of an invoice from Aucor stating that the Purchaser has paid the purchase price (such invoice hereAuction Proposal Kumba Iron Ore Sishen Mine

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SUMMARY OF TERMS & CONDITIONS PROPOSAL after called the “paid invoice”). In the case of motor vehicles or other items requiring the completion and delivery of documents by the Seller or any third party, Aucor shall not be obliged to deliver such goods to the Purchaser until the relevant documents, duly completed and signed, have been delivered to Aucor . The Purchaser agrees that all fees, charges and the buyer’s premium shall be paid to Aucor immediately after the fall of the hammer/sale even though the goods have not been or may not be delivered to the Purchaser. Delivery of the goods shall be deemed to have been made to the Purchaser upon delivery to the Purchaser of the paid invoice, alternatively upon delivery of an element of the goods or by which the goods can be identified (such as keys). The Purchaser agrees that as the goods will not actually be physically delivered to the Purchaser’s address or any address nominated by the Purchaser, the Purchaser shall be responsible for all of the costs of delivery. The Purchaser shall remove the goods from Aucor’s nominated premises and/or storage facility within the period announced by the auctioneer at the relevant auction. The Purchaser shall not be entitled to cancel the sale as a result of timeous non-collection of the goods or by failure to sign any required documents. Aucor shall be entitled, without penalty, to cancel the sale should the required documents of or relating to the goods not be signed and delivered to Aucor within 21 days of the date of the auction; the Purchaser must look to the Seller for any damages that the Purchaser may have suffered due to such non-delivery or non-signature. After the fall of the hammer/sale, the Purchaser shall bear the risk in and to the goods even if the goods continue to remain at Aucor ’s premises/storage facility, in particular for any shortages or damage which may occur, and the Purchaser shall be liable to pay storage fees to Aucor if the goods remain on Aucor ’s premises. The storage fees will be available in written form, in the form of a notice on the website of Aucor. In the event the Purchaser failing to pay the full purchase price of the goods (“sale price”) immediately on the day of the auction or on or before the applicable time (as per the relevant announcement by the auctioneer), failing to remove the goods and/or otherwise failing to comply with any of these terms and conditions, then any amounts paid to Aucor by the Purchaser (whether as fees, costs and/or buyer’s premiums) shall be irrevocably forfeited to Aucor , and any deposit paid by the Purchaser to Aucor for the goods shall be irrevocably forfeited to the Seller (such deposit to and shall be deemed to be genuine pre-estimated (and liquidated) damages that the Seller may suffer and the forfeiture of the deposit shall be payment or part payment of such damages. The Seller shall be entitled to re-sell or re-auction such goods without notice to the Purchaser. Aucor shall have a lien over the goods for any amounts due and payable by the Purchaser to Aucor . Should Aucor re-sell/re-auction such goods and should the net proceeds thereof (after deducting commission, fees, costs and buyer’s premium payable to Aucor ) be less than the sale price, then the Purchaser shall immediately upon demand pay to Aucor as pre-estimated, liquidated, damages, such difference, less any amounts forfeited. Aucor shall not be liable to the Purchaser for any losses or damages suffered by the Purchaser as a result of the termination of the sale by the Seller or any failure to deliver the goods attributable to the Seller. Save for any announcement by the auctioneer in respect of the goods prior to the bidding therefor, no variations or amendments hereto shall be of any force and effect unless reduced to writing and signed by the Purchaser and Aucor . No indulgence which the Seller and/or Aucor may grant to the Purchaser shall prejudice, or constitute a waiver of, the rights of the Seller and Aucor , who shall not thereby be precluded from exercising any rights against the Purchaser which may have arisen in the past or may arise in the future. The Purchaser confirms and acknowledges that when he/ she/it viewed the motor vehicles concerned, all of the particulars of and relating to the motor vehicle (including the name and business address of the auctioneer, a notice that there is no liability or duty on the auctioneer/auction house/bank/financial entity/Seller to repair, the motor vehicle’s year of manufacture, year of first registration, manufacturer, model designation, registration number, engine number, VIN number, odometer reading and that the odometer reading is not guaranteed) were affixed to the motor vehicle in document form or otherwise available in writing at or by the motor vehicle. The purchaser chooses as domicilium citandi et executandi (the address of delivery for all purposes arising from these terms and conditions), the physical address of the Purchaser reflected above or on the reverse side hereof or reflected in any document signed or handed by the Purchaser to Aucor or the Seller in connection with the goods and/or the auction concerned. The Purchaser consents to the jurisdictio of the Magistrate’s Court, but agrees that the Seller and/or Aucor shall be entitled to institute proceedings in the High Court. In the event that any legal steps are taken against the Purchaser, the Purchaser agrees to pay all of the legal costs (on the attorney and own client scale) of Aucor Auction Proposal Kumba Iron Ore Sishen Mine

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SUMMARY OF TERMS & CONDITIONS PROPOSAL and/or the Seller and which is paid and/or may be payable to Aucor ’s/the Seller’s attorneys (by agreement or otherwise), alternatively, where there is no such agreement, on the attorney and own client scale as per the tariff of the relevant Court involved. The Purchaser and surety (if applicable) hereby cede(s), assign(s), transfer(s) and make/makes over unto and in favor of Aucor the Purchaser’s and surety’s rights, title and interest to all his/ her/its immovable property registered in his/her/its name and any movable property owned by him/her/it or to which him/her/it is entitled, such as is sufficient to satisfy his/her/its indebtedness to Aucor . The Purchaser and surety (if applicable) agree(s) that all such immoveable and/or movable property shall be specially executable by, at the instance of and in the favour of Aucor . Any term and condition above is severable from the remaining terms and conditions, which remaining terms and conditions shall continue to apply and be effective. The Purchaser is the purchaser of the goods at the auction or who has otherwise purchased the goods from Aucor . The buyer’s premium, payable to Aucor means, in terms of the norms of the international auctioneering industry a percentage of the purchase price of the goods, which percentage will be available in written form, in the form of a notice affixed in a prominent place at the venue of the auction, alternatively will be otherwise notified to the Purchaser. The buyer’s premium shall be paid to Aucor on the date of the auction. The Purchaser and Surety confirm and agree that there is no duty to repair the goods on the part of the auctioneer / auction house / seller. 7. CPA “RULES OF AUCTION” 7.1

Please note the following:-

7.1.1 aucor’s auctions are subject to a reserve price. 7.1.2 The auctioneer and/or owner and/or person on behalf of the owner or auctioneer has a right to bid. 7.1.3 The rules of auction comply with section 45 of the consumer protection Act 68 of 2008 (herein after referred to as the “act”). 7.1.4 The word “auction” inculdes sales in execution of /or pursuant to court orders, to the extent that same contemplates that the sale is to be conducted by auction. 7.1.5 Good’s sold as lots are regarded as separate transactions unless the contrary applies. 7.1.6 The auction will terminate on the occurrence of either of the following: 7.1.6.1 by the auctioneer announcing the termination of the auction; or 7.1.6.2 by the fall of the hammer; or 7.1.6.3 by any such customary method (until which point any bid may be retracted). 7.1.7

The auction will commence at the advertised and/or published time, and the auction will not be de layed to enable any specific person/s to take part in the auction provided that all persons attending the auction on behalf of another must produce a letter of authority or be authorized by competent resolution, in order to bid.

7.1.8 All bidders and prospective bidders must prior to bidding, register with the bidders record, by insert ing his/her name and identity number therein. 7.1.9 The bidders record and vendors roll will be available for inspection during normal business hours. No Auction Proposal Kumba Iron Ore Sishen Mine

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SUMMARY OF TERMS & CONDITIONS PROPOSAL

fee will be charged for the inspection of the same.

7.1.10 Aucor has a trust account, into which all monies, less any agreed commission, will be paid to for the benefit of the seller. 7.1.11 The auctioneer will during the auction announce the reason for the auction, unless it is an auction for the normal disposal of goods by the owner. 7.2.

These rules do not:

7.2.1 7.2.2 7.2.3 7.2.4

Exclude liability in respect of inaccurate information provided in the advertising of the auction. Exclude liability in respect of the rules of auction not meeting the requirements of the regulations of the consumer protection act 68 of 2008 (herein after referred to as the regulations). Exclude the rules of inspection. Contain any qualification, reservation or reduction of the requirements of the regulations unless expressly provided for.

7.3.

Specific rules relating to the auctioneer:

7.3.1 Any amendments made to the rules of auction will be announced verbally by the auctioneer at the auction. 7.3.2 Should the auctioneer who signed these rules be unable to conduct the auction for any reason what soever than the person who conducts the auction is deemed to have certified the rules of auction. 7.3.3 The auctioneer is personally liable for the contents of the rules of the auction applicable to the specific auction. 7.4.

The rules of auction need not be read at the auction if:

7.4.1 The rules were available 24 hours prior to the auction; 7.4.2 In the case of livestock, game and other auctions contemplated in terms of regulation 39(1) and are generally available at the auction house, auctioneer’s website or at the auctioneer’s business premises during business hours. 7.4.3 In the case of a closed auction the information was made available to the closed list of persons at the auction. 7.4.4 At the auction(with the exclusion of internet auctions), the auctioneer invites any person present at the said auction to object and no one does. 7.5

The contents hereof being the complete rules of auction.

Date and time of auction, name and contact details of the auction house and contact details for the auctioneer are referred to on the respective page of the AUCOR website. _________________________ THE AUCTIONEER HEREBY ACKNOWLEDGES THAT THE RULES OF THE AUCTION TO THE BEST OF HIS/HER KNOWLEDGE COMPLIES AND MEET THE REQUIREMENTS OF THE CONSUMER PROTECTION REGULATIONS AND THE CONSUMER PROTECTION ACT 68 of 2008.

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