Conditions for the release of KPMG’s Final POG Report on Resolution 19 without responsibility (the “Notice”)
Following a request by Petropavlovsk Plc, KPMG United Kingdom Plc of 15 Canada Square, London E14 5GL (“KPMG”, “our” or “us”) has exceptionally consented to the viewing, through petropavlovskplc.com (the “Website”), of a confidential document prepared by KPMG, on the basis of the agreement set out below (the “Agreed Conditions”), which will be legally binding on you if you accept it by clicking through to the document.
1. KPMG has prepared a confidential document in respect of our investigation dated 13 January 2022 as mandated by Resolution 19 (the “Final POG Report”). Our work has been performed at the instruction of the Board of Directors of Petropavlovsk Plc (“POG”). POG has requested that we provide a copy of our report to the shareholders of POG in line with Resolution 19. The Final POG Report has therefore been provided for the shareholders of POG and can be viewed on the Website.
2. We have agreed with the Board of Directors of POG that we have now finalised our work in relation to the execution of Resolution 19 for POG Group transactions. However, significant events may still have occurred since our work was performed or the date of matters to which the Final POG Report relates. It is not KPMG’s responsibility to update you on such events.
3. The Final POG Report has been provided for the shareholders and relevant advisors of POG only. By accessing the Final POG Report you confirm that you are a shareholder of POG and therefore have the right to access the Final POG Report.
4. KPMG does not accept or assume any responsibility to you, for its work, for the Final POG Report or for any findings, conclusions, recommendations or opinions that KPMG has made in or connected with the Final POG Report. The position as stated in this paragraph will continue to apply following your viewing of the Final POG Report.
5. KPMG does not warrant or represent that any facts or matters in the Final POG Report are suitable for your purposes.
6. The Final POG Report cannot serve as a substitute for other enquiries and procedures that you would (or should) otherwise undertake and judgements you must make to satisfy yourselves regarding matters of interest to you.
7. KPMG is prepared to allow you to view the Final POG Report on condition you accept the above paragraphs and agree that:
(a) “Information” means the Final POG Report, including any information and explanations that may be provided by KPMG in relation to the Final POG Report;
(b) in respect of the Information (and any part of it) you should obtain verification from other sources and not rely on KPMG;
(c) to the fullest extent permitted by law, KPMG owes no duty to you, whether in contract or in tort (including in negligence) or under statute or otherwise with respect to or in connection with the Information;
(d) if you rely upon any of the Information for any purpose, you do so at your own risk;
(e) you will not bring any actions, proceedings or claims against KPMG where the action, proceeding or claim in any way relates to or concerns or is connected with the Information;
(f) to the fullest extent permitted by law, KPMG has no liability to you for any loss or damage suffered or costs incurred by you, arising out of or in connection with the Information or its use, however such loss or damage is caused;
(g) you will not refer to the Information nor allow access to it or any report derived from it to any person or entity without KPMG’s prior written consent, save where you wish to discuss the Information (or any part of it) with the POG Board of Directors who engaged KPMG to prepare the Final POG Report;
(h) you may not disclose the Information for your own internal purposes;
(i) you may not disclose the Information to any other party; and
(j) you indemnify and hold harmless KPMG against all actions, proceedings and claims brought or threatened against this firm, and all loss, damage and expense (including legal expenses) relating thereto where such action, proceeding or claim has arisen out of or results from or is connected with your failure to comply with the Agreed Conditions.
8. The work resulting in the Final POG Report was undertaken by, and the Final POG Report was prepared by and is the sole responsibility of, KPMG, that is KPMG United Kingdom Plc. In paragraph 7 of the Agreed Conditions all references to “KPMG” (except for the references in the paragraph 7(g)) shall have an extended meaning so that they include, in addition to KPMG United Kingdom Plc, partners/members, directors, employees and agents of KPMG United Kingdom Plc and any person or organisation associated with KPMG United Kingdom Plc through membership of the Swiss co-operative of professional service firms to which KPMG United Kingdom Plc belongs and their partners, members, directors, employees and agents. This Notice is for the benefit of all of those third parties referred to in the previous sentence and each of them may enforce in their own right all of the terms of the Notice.
9. This Notice sets out the entire agreement between you and KPMG as to the conditions on which the Final POG Report is made available to you. It replaces any prior agreements or understandings between you and KPMG in that regard.
10. This Notice and its terms shall in all respects be governed solely by English law, and the Courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of it or in connection with it on any basis.
11. By clicking on the link below, you confirm that: i) you have the right to access the Final POG Report as a shareholder of Petropavlovsk Plc; and ii) you accept the terms of release of the Final POG Report as detailed above.