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Climate Contract Playbook Edition 3

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6.

CARBON FOOTPRINT MANAGEMENT

6.1

Independent of the Board’s obligation to ensure that the Business is conducted and developed in furtherance of its Sustainability Goals, the Board shall procure that the Business of the Company be conducted in a manner which is Carbon Neutral. At the meeting to be convened under clause 5.1, the Board shall determine the Company’s plan to achieve and maintain its Carbon Neutral status, [which should be determined by reference to ISO14001/the GHG Protocol], and should include, without limitation, a proposed Carbon Neutral Date (the “ Carbon Neutral Plan ”). The Board shall include details of the Carbon Neutral Plan with the Sustainability Management Standards to be provided under clause 5.1. At each Sustainability Review Meeting the Board shall review and evaluate the Company’s Carbon Neutral status and Carbon Neutral Plan and minutes of such meetings shall be provided to all Shareholders which shall include, without limitation, a measurement of the Company’s Carbon Footprint at the date of such meeting. The Board shall provide any further information reasonably requested by Shareholder in respect of the Company’s Carbon Neutral Plan and Carbon Footprint, including but not limited to any information recommended to be disclosed by a Company under the GHG Protocol, provided that such request is made by a Shareholder within 30 Business Days of receipt of the minutes provided under clause 6.3. At the end of the Company’s financial year the Board shall provide the Shareholders with details of the Company’s total Carbon Footprint for the year which information must also be included in the Directors’ Report for that financial year. During the continuance of this Agreement, the Company and each of the Shareholders agrees to undertake annual Carbon Offsetting at the following levels: (a) any Shareholder that is a body corporate [partnership or other undertaking] shall purchase carbon credits from a Carbon Offset Provider to offset not less than [500] metric tonnes of carbon dioxide equivalent units in each of the Company’s financial years; (b) any Shareholder that is an indivudal shall purchase carbon credits from a Carbon Offset Provider to offset not less than [50] metric tonnes of carbon dioxide equivalent units in each of the Company’s financial years; and (c) the Company shall purchase carbon credits from a Carbon Offset Provider to offset its total annual Carbon Footprint as determined in accordance with clause 11.5. [ALTERNATIVE TO CLAUSE 6.6 – “During the continuance of this Agreement, the Company and each of the Shareholders agrees to undertake annual Carbon Offsetting at the following levels: - In each the Company’s financial years, each Shareholder shall purchase carbon credits from a Carbon Offset Provider to offset an amount of carbon dioxide equivalent units equal to a Shareholder’s share of the total annual Carbon Footprint in the preceding year as determined in accordance with clause 6.5, where such Shareholder’s share is determined by reference to a Shareholder’s percentage holding of Shares in the Company; and - the Company shall purchase carbon credits from a Carbon Offset Provider to offset its total annual Carbon Footprint as determined in accordance with clause 6.5.]

6.2

6.3

6.4

6.5

6.6

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