SOUTH AFRICAN NATIONAL ROADS AGENCY LIMITED

Project No.................... Agreement No................... of............. (date) SOUTH AFRICAN NATIONAL ROADS AGENCY LIMITED STANDARD ANNEXURE NO 2 (time-cost appointments and remuneration) to the Agreement for Consulting Engineering Services Date of Revision: APRIL 2010

I CONTENTS PAGE GENERAL... 1 1. TIME CHARGES... 2 1.1 General Principles... 2 1.2 Total Annual Cost of Employment (TACE)... 2 1.3 Categories of Employment for Time Charges... 3 1.4 Time Charge Rates... 3 1.5 General... 4 2. ACCOMMODATION AND SUBSISTENCE ALLOWANCE... 5 3. TRANSPORT... 5 3.2 Rented Cars... 5 3.3 Travelling by Private or Company Vehicles... 6 3.4 Surcharge on travelling... 6 4. TELEPHONE, TELEFAX, E-MAIL, INTERNET, TELEGRAMS AND POSTAGE COSTS... 6 5. DUPLICATION AND PRINTING COSTS... 6 6. COURIER SERVICE/DELIVERY COSTS... 7 7. ADDITIONAL AND SPECIAL SERVICES, AND SPECIALIST ADVICE... 7 8. MATERIALS AND ACQUISITION OF DOCUMENTS... 7 9. COMPUTER COSTS... 7 10. FORMAL CHARGES INCURRED ON BEHALF OF SANRAL... 7 11. AUDITOR'S CERTIFICATE... 7 12. PREPARATION OF DIAGRAMS FOR LAND ACQUISITION AND LAND AUDIT... 8 13. OTHER COSTS FOR DIVERSE ADDITIONAL SERVICES... 8 14. COSTS INCURRED ON BEHALF OF SANRAL... 8 APPENDIX... 9

1 GENERAL These requirements and conditions apply to appointments of Consulting Firms made on a time-cost basis in accordance with the Standard Agreement and form an integral part of the Agreement. For any time-cost remuneration the Consulting Firms shall provide SANRAL with a detailed budget indicating members of his staff and expected time with the applicable rates. The indicated budget shall not be exceeded without the prior consent of SANRAL. The items of expenditure listed in this document are reimbursable over and above the hourly rates for staff. It does not provide for general items such as administrative typing, letters, postage, telegrams, clerical work, etc, which are deemed to be included in the hourly rates for professional and technical staff. The requirements, conditions and tariffs as set out in this Annexure shall also be applicable to other engineering disciplines approved or appointed to assist the Consulting Firm with the Project. Items not included in this document and which are considered to be reimbursable must be fully motivated and submitted for consideration by SANRAL. In all cases reimbursable expenditure must be supported by endorsed invoices or receipts of actual costs incurred and or actual distances traveled which are to be supported by logsheets. Hourly rates for all staff must be substantiated by the Consulting Firm's external auditors before any time claims can be made. Wherever reference is made to "approval" this will mean approval by SANRAL or an official duly authorised thereto by SANRAL before any expenditure is incurred and claimed. As the tariffs contained in this Annexure are subject to adjustments from time to time, accounts must be calculated at the tariffs applicable at the time of expenditure.

2 1. TIME CHARGES 1.1 General Principles (a) (b) (c) Time based fees are all-inclusive fees, including allowances for overhead charges incurred by the Consulting Firm as part of the normal business operations, including the cost of management, as well as payments to administrative, clerical and secretarial staff used to support professional and technical staff in general and not on a specific project only. Time based fees are calculated by multiplying the hourly rate contemplated in sub-section 1.3, which is applicable to the Consulting Firm or any other technical staff employed by the Consulting Firm, with the actual time spent by such technical staff in rendering the services required by SANRAL. Technical staff include all staff performing work directly related to the execution of the services and Consulting Firm is engaged for by SANRAL and excludes all administrative, clerical and secretarial staff used to support professional and technical staff in general and not on a specific project only, but also includes the typing of letters, minutes, reports and documents for Projects. 1.2 Total Annual Cost of Employment (TACE) The total annual cost of employment (TACE), as borne by the Consulting Firm, shall mean: (i) (ii) Basic salary Other benefits not reflected in the basic salary, which may include: Normal annual bonus but excluding any performance bonuses or merit bonuses. Consulting Firm's contribution to medical aid Group life assurance, accident and disability insurance Pension/Provident Fund contributions by the Consulting Firm Disability Insurance Allowances forming part of the remuneration package which are pensionable (car allowances etc.) Computer and cellphone allowance if part of package Other justifiable costs and allowances approved by SANRAL. (iii) Costs payable due to all applicable statutory requirements such as: Workmen's compensation fund contributions Unemployment insurance contributions

3 Regional Services Council Levies 1.3 Categories of Employment for Time Charges In respect of time charges the following definitions shall apply: Category A, in respect of a private consulting practice in engineering, shall mean a top practitioner whose expertise is nationally or internationally recognised and who provides advice at a level of specialisation where such advice is recognised as that of an expert with a minimum of 20 years applicable experience; Category B, in respect of a private consulting practice in engineering, shall mean a partner, a sole proprietor, a director, or a member who, jointly or severally with his other partners, co-directors or co-members, bears the risks of the business, takes full responsibility for the liabilities of such practice, performs work of a conceptual nature in engineering design and development, provides strategy guidance in planning and executing a Project and/or carries responsibility for quality management pertaining to a project and has at least 15 years applicable experience; Category C, in respect of a private consulting practice in engineering, shall mean all salaried senior professional and technical staff performing work of an engineering nature and who carry the direct technical responsibility for one or more specific activities related to a Project and has at least ten years applicable experience. A person referred to in Categories A or B may also fall in this category if such person performing work of an engineering nature at this level; Category D, in respect of a private consulting practice in engineering, shall mean all other salaried technical staff performing work of an engineering nature under the direction and control of any person contemplated in Categories A, B or C. (i) Further to the above definitions the following shall also apply: The practitioner shall be registered with the Engineering Council of South Africa or any competent international body recognized by SANRAL. In addition the practitioner shall have the following appropriate years of experience in the relevant field: Category A : 20 years and more Category B : 15 years and more Category C : 10 years and more Proof of the relevant experience and certification thereof must be provided at time of signature of the Agreement. 1.4 Time Charge Rates The fees on a time-basis, to which Value-Added Tax shall be added, and in respect of which the hourly rate shall include establishment charges and charges for time expanded by clerical and administrative staff shall unless otherwise approved by SANRAL, be as follows in respect of the individual categories as defined elsewhere in terms of Board Notice 176 of 2010 published in Government Gazette number 32851 of 4 January 2010 and which is subject to change on dates promulgated in the Government Gazette. (a) Category A, a fee of 22 cents per hour per R100,00 or part thereof of the total costs of employment as defined in Clause 1.2 herein, or a fee of R1760-00

4 per hour, whichever is the lesser; (b) (c) (d) (e) Category B, a fee of 22 cents per hour per R100,00 or part thereof of the total cost of employment as defined in clause 1.2 herein, or a fee of R1500-00 per hour, whichever is the lesser; Category C, a fee of 17,5 cents per hour per R100,00 or part thereof of the total cost of employment as defined in clause 1.2 herein, or a fee of R880-00- 00 per hour, whichever is the lesser; Category D, a fee of 16,5 cents per hour per R100,00 or part thereof of the total cost of employment as defined in clause 1.2 herein, or a fee of R640-00 per hour, whichever is the lesser; and Salaried Administrative Staff, where such staff contribute to a material portion of the work and where such work falls within the applicable provisions of the relevant Acts and is performed with the prior approval of SANRAL 16.5 cents per hour per R100,00 or part thereof of such salaried administrative staff member's total annual cost of employment, or a fee of R640-00 per hour, whichever is the lesser. 1.5 General (a) (b) (c) (d) For consulting engineers and scientific or technical specialists appointed by SANRAL to assist it in legal and statutory matters, the above-mentioned hourly rate [1.3 (a) to 1.3 (c)] will be increased by 25% or as otherwise agreed. The rates in sections 1.3 shall be deemed to include establishment charges and charges in respect of time expended by clerical staff (other than mentioned in 1.3(e) above) which shall, therefore, not be chargeable separately. A charge at the rate set out in sub-sections 1.3 may be made for all time spent by the staff of the Consulting Firm in travelling, such time not exceeding eight hours per day. Mediation or Arbitration For acting as mediator or arbitrator the fee shall be not less than the time charged for principals, partners and directors as set out herein plus 25 percent or as otherwise agreed upon, subject to a minimum charge for two hours. For acting as sole mediator, arbitrator or umpire the fees shall be not less than the time charged for principals, partners and directors as set out herein plus 75 percent or as otherwise agreed upon, subject to a minimum charge for two hours. The fee set out in this sub-section shall apply to time spent in attending the mediation, the arbitration court, in studying evidence and in framing the award. (e) Surcharge on time and cost rates The surcharge in terms of section 14 of this Annexure is not payable on hourly rates for in-house staff of the Consulting Firm. A surcharge is, however,

5 payable to the Consulting Firm on hourly rates charged by other service providers, approved by SANRAL, and who are directly paid by the Consulting Firm. 2. ACCOMMODATION AND SUBSISTENCE ALLOWANCE 2.1 Hotel or other accommodation (Bed & Breakfast) is permitted at a three star rating hotel to a maximum rate of R850-00/night. If such accommodation to the maximum allowed rate or rating is not available, reasonable alternatives may be used. Motivation for the use of such alternatives must accompany claims. Invoices of actual costs must be submitted in all cases. 2.2 The maximum daily subsistence allowance for meals and beverages for trips away from the base for periods as indicated, are as follows: Less than 12 hrs : R114-00 Between 12 to 24 hrs : R225-00 More than 24 hrs (excluding hotel) : R163-00 2.3 Accommodation and subsistence allowances in excess of R5 000-00 per month per person must be approved beforehand by SANRAL. 2.4 Actual costs incurred by the Consulting Firm will be subject to a surcharge in terms of section 14 of this Annexure. 3. TRANSPORT The most economical, suitable and cost-effective means of transport must be used and in the case of doubt prior approval must be obtained from SANRAL. Estimated travelling expenses in excess of R5 000,00 per person per month must be approved beforehand. 3.1 Travelling by Air Actual costs are reimbursable. The surcharge as per section 14 Annexure of this is also payable. In cases where travelling by air is the most economical means of transport, economy class air travel will be reimbursed by SANRAL. Business class will only be accepted when motivated and proved that other claimable costs can be saved. 3.2 Rented Cars Actual costs are reimbursable. The surcharge as per section 14 is also payable. The most economic and suitable vehicle must be used and only kilometres for SANRAL business purposes are claimable from SANRAL. In general Class A vehicles (sedan/stationwagon) will be accepted without motivation as long as the engine capacity does not exceed 1 600cm 3. This will generally apply to cases in conjunction with air travel. Should the rented car also be used for other purposes, only proportionate costs will be reimbursed by SANRAL.

6 3.3 Travelling by Private or Company Vehicles 3.3.1 Payment for business kilometres travelled on behalf on SANRAL, in accordance with the schedule of tariffs contained in Annexure 3 for Class A vehicles with an engine capacity of up to 1 800 cm³ will be considered by SANRAL on condition that the most cost effective engine capacity will be used at all times. The schedule of tariffs referred to in sub-section 3.3.6 herein will remain fixed for one year (April March of each year) after which the revised tariffs will be applicable, regardless of the Stage of the project. 3.3.2 In the case of material investigation and land surveying work as well as site supervision for these disciplines, vehicles in class B with an engine capacity up to 2000cm³ are permissible. The use of Class C vehicles for these disciplines must be motivated and specifically agreed by SANRAL. 3.3.3 For special cases, with specific approval of SANRAL, other classes of vehicles, where required due to circumstances, may be used. In the case of Categories A1 and A2 staff in terms of clause 1.2 herein tariffs for Class A vehicles up to 2500 cc will be considered by SANRAL. 3.3.4 Actual parking and toll costs are claimable. 3.3.5 Vehicle classes will be as defined in Table 8 3.3.6 Schedule of travel tariffs The tariffs in cents per kilometer for the various classes and engine capacities of vehicles are in accordance with Table 8 in Annexure 3. 3.4 Surcharge on travelling A surcharge of 5% is payable on all transport expenses incurred by the Consulting Firm, inclusive of 3.1; 3.2 and 3.3 supra. 4. TELEPHONE, TELEFAX, E-MAIL, INTERNET, TELEGRAMS AND POSTAGE COSTS Only costs incurred for special cases, which must be fully motivated and approved, are claimable from SANRAL. Normal expenditure is considered to be covered by the hourly rates for professional and technical staff. 5. DUPLICATION AND PRINTING COSTS The costs of producing original plans and reports (excluding material costs) shall be deemed to be included in the hourly rates of the staff involved on the Project excluding the material costs which are claimable in terms of documented proof. The cost (per project) for the original material and additional copies of plans and reports, as requested by SANRAL, are reimbursable at rates approved by SANRAL. Should the printing be undertaken by a service provider outside the Consulting Firm, actual costs will be reimbursed including the surcharge as per section 14.

7 6. COURIER SERVICE/DELIVERY COSTS These costs are reimbursable when requested and approved by SANRAL and are subject to a surcharge of ten (10) percent. 7. ADDITIONAL AND SPECIAL SERVICES, AND SPECIALIST ADVICE 7.1 The costs with regard to services such as laboratory testing and land surveying work are reimbursable at the rates approved by and with the prior consent of SANRAL. Tenders must be obtained and approved. Such tenders will close at the relevant regional office of SANRAL. The expenditure with regard to time, documentation and other direct costs in obtaining and administering quotations and/or tenders are reimbursable at the rates and conditions covered in other sections of this Annexure. 7.2 Special services, specialist advice and additional services rendered or carried out on behalf of SANRAL, with prior consent and at the rates approved by SANRAL, are reimbursable. 8. MATERIALS AND ACQUISITION OF DOCUMENTS The direct costs for the acquisition of relevant documents, records, drawings or maps, which shall become the property of SANRAL, are reimbursable. The costs of materials including the surcharge in terms of section 14 of this Annexure are only reimbursable on prior approval by SANRAL. 9. COMPUTER COSTS 9.1 The use of personal computers (P.C.'s) for the production of letters and reports is not reimbursable. The application of personal computers and desk top workstations in the design of elements and for the compilation of reports and data bases are reimbursable. The type of computer (i.e. category) and applicable hourly rates must be approved beforehand by SANRAL. 9.2 All cases where the use of Main-Frame computers are required must be motivated and rates and total costs inclusive of a surcharge, approved by SANRAL beforehand. 9.3 Computer software is not normally reimbursable. In special cases the use of such software and the recovery of costs can be motivated and will only be reimbursed at rates approved by SANRAL. 10. FORMAL CHARGES INCURRED ON BEHALF OF SANRAL Direct costs for scrutiny, inspections, application and other formal charges raised by competent authorities are inclusive of a surcharge of 10 %, reimbursable to the Consulting Firm by SANRAL. 11. AUDITOR'S CERTIFICATE The annual salaries and hourly rates for all chargeable staff employed on the project must be substantiated by an auditor's certificate at the start of the Project and whenever salary or staff changes occur thereafter. The cost for two (2) such

8 certificates per year will not be reimbursable whilst the actual cost for the balance may be claimed. 12. PREPARATION OF DIAGRAMS FOR LAND ACQUISITION AND LAND AUDIT The cost for the preparation of notices, diagrams and the supplying of Deeds Office Search forms, copies of the Title Deeds and S.G. Diagrams for the acquisition of land will be paid for on a time and cost basis per diagram, provided that the average cost per Project shall not exceed R2 500-00 per individual diagram without prior approval by SANRAL. A surcharge of ten (10) percent is payable on these costs. Land audit costs will be paid for in terms of time and cost as agreed to by SANRAL. 13. OTHER COSTS FOR DIVERSE ADDITIONAL SERVICES Costs with regard to legal, architectural, site staff, special insurance as well as other costs not covered by this Annexure will only be reimbursable to the Consulting Firm with the prior consent of SANRAL and conditions and rates approved by SANRAL. The surcharge in terms of section 14 of this Annexure is payable by SANRAL. 14. COSTS INCURRED ON BEHALF OF SANRAL All costs incurred on behalf of SANRAL and approved by SANRAL and paid by the Consulting Firm shall be subject to a surcharge of ten (10) percent as indicated below payable to the Consulting Firm. The surcharge indicated will allow for all costs such as organisational costs, administrative costs and financing costs. The surcharge will not be calculated on the VAT paid by the Consulting Firm. The following exceptions are however applicable: The surcharge will be ten (10) percent on the first R20 000,00 and five (5) percent on all subsequent work for land surveying, laboratory testing, roadbed and pavement material investigations in terms of sub-section 7.1 of this Annexure. For a reimbursable cost amount other than the above for a single item exceeding Fifty Thousand Rand (R50 000) the surcharge will be negotiated and agreed upon between five (5) percent and up to ten (10) percent dependant on the cost incurred by the Consulting Firm. When costs are directly paid to the service provider by SANRAL, no surcharge will be payable in terms of sub-section 4.8 of Annexure 1. In the event where the remuneration in accordance with the Tables in Annexure 3 is utilized for payment no surcharge will be payable except for Table 8 where the surcharge will be 5%.

9 APPENDIX APPROVAL NO..... for official use SOUTH AFRICAN NATIONAL ROADS SANRAL LIMITED APPROVAL OF REIMBURSABLE COSTS for CONSULTING ENGINEERING SERVICES (Time-cost appointments) Consulting Engineer... /Agreement No:...... Project description... /Project No:... Approval is hereby requested for:.................. (Where applicable motivation must be supplied on a separate page) Signature Consulting Engineer:... Date:... Official use Recommended by:... Signature:... Remarks/Comments:...... Approved/Rejected by:... Signature:... Date :...... Remarks/Comments:......