EMPLOYMENT AGREEMENT

between

AP OIL & GAS LIMITED

(“THE COMPANY”)

and

Yahaya [ ]
(“THE EMPLOYEE”)
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STRICTLY PRIVATE AND CONFIDENTIAL

Yahaya [ ]
By Email

18th December 2023

Dear Yahaya,

APPOINTMENT

We have pleasure in confirming your Employment appointment with the Company, on the terms and
conditions set out in this Employment Agreement (hereinafter referred to as the “Agreement”), together
with, any other documents incorporated by reference herein as well as the following Annexures -

 Annexure A – Salient Details of Employment;

 Annexure B – Remuneration and Benefits;
 Annexure C – Job Description;
 Annexure D – Employee Personal Details

1 INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires, words importing one gender
include all other genders, and words importing the singular include the plural and vice
versa.

1.2 In this Agreement any references to a statutory provision shall be deemed to include a
reference to that statutory provision’s modification or re-enactment.

1.3 In this Agreement the clause headings do not form part of this Agreement and shall not be
taken into account in the construction or interpretation of this Agreement.

1.4 References in this Agreement to any clause, sub-clause, schedule or paragraph without
further designation shall be construed as references to the clause, sub-clause, schedule
or paragraph of this Agreement so numbered.

2 POSITION AND STARTING DATE

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2.1 The Employee’s employment with the Company commences on the date stipulated in
Annexure A to this Agreement and is Permanent employment.

3 HOURS AND PLACE OF WORK

3.1 The Employee will be required to work up to a maximum 40 (forty) hours every week, as
required in fulfilment of the employee’s duties of employment. A 1 (one) hour lunch break
shall be given every day.

3.2 The Employee acknowledges and consents that, due to the operational requirements of
the Company, the Employee may be required to work beyond the normal working hours to
effectively fulfil their duties and responsibilities, as and when required by the Company.
Reasonable notice shall be given to the Employee in this regard.

3.3 The place of employment of the Employee shall be in the Republic of Ghana, and/or such
other place of business as the Company may from time to time require the Employee to
work from. The Company may transfer the Employee from one branch or Group Company
to another or to any other place as the Company may notify the Employee in writing.

4 BONUSES

4.1 The Employee shall be entitled to receive an annual bonus of up to 5% of the Employee’s
annual fixed salary (Annual Bonus) and an annual target incentive bonus of up to 5% of
the Free Cashflow to the Firm of the Company (Target Bonus) and (collectively ‘’Bonus’’).
The Bonus shall be based on the Employee meeting the annual goals agreed between the
Employee and the Company in January of the new fiscal year.

4.2 Any Annual Bonus that becomes payable shall be paid no later than the end of the First
Quarter of the fiscal year following the fiscal year to which the Annual Bonus relates.

4.3 Any Target Bonus that becomes payable shall be payable to the Employee no later than
April of the year following the year to which it relates.

4.4 The unless the Employee elects to defer the receipt of such Bonus.when salary paid ?in
following year April??

5 ANNUAL LEAVE

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5.1 In addition to Public Holidays, the Employee is entitled to the number of paid annual leave
days as stipulated in Annexure A to this Agreement.

5.2 Annual leave is to be taken at such time or times as are mutually convenient to both the
Employee and the Company.

6 SICK LEAVE

6.1 The Employee is entitled, to fully paid sick leave, subject to being certified as sick and
based on the recommended required sick days, by a competent medical authority.

7 TERMINATION

7.1 The Employee’s employment may be terminated by the Company at any time, after due
compliance by the Company with the prevailing requirements of the law governing
employment if:

7.1.1 the Employee commits a material breach of any material obligation under this
Agreement and fails to remedy such breach within 2 (two) days of receipt of
written notice requiring the Employee to do so; or

7.1.2 any circumstances arise justifying such termination at common law and/or any
applicable law of the Republic of Ghana.

7.2 Save for clause 7.1, the Employee’s employment with the Company shall terminate in the
year in which the Employee is due for retirement.

7.3 Save for clause 7.1.1, upon termination, the Employee shall be entitled to any Bonus
earned and payable prior to and up to the date of termination.

7.4 Within fifteen (15) days of such termination under clause 7.3, the Company shall pay to
the Employee the applicable Bonus, prorated for the number of days of employment
completed by the Employee during the year in which his employment terminated.

7.5 Upon termination of the employment under this Agreement for whatever reason, the
Employee will forthwith tender their resignation as any director of the Company, if the
Employee holds such a position, without compensation. Should the Employee fail to do
so, they hereby irrevocably authorise the Company to appoint the secretary of the
Company in their name, place and stead, to sign all such documents and do all things
necessary to give effect to such resignation.
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7.6 Despite any provision to this Agreement to the contrary, both the Employee and the
Company will be entitled to terminate this Agreement by giving written notice, as stipulated
in Annexure A of this Agreement, to the other party.

7.7 On termination of employment, the employee shall be entitled to termination benefits as

provided for by local labour legislation.

7.8 Dependent upon the circumstances, the Company may pay the Employee in lieu of their
notice period.

7.9 Failure to serve the full contractual notice period as stipulated in Annexure A to this
Agreement, without written consent from the Company, will result in a breach of this
Agreement. The Company shall, in its sole and absolute discretion in writing, be entitled to
accept a shorter notice period than the period referred to in Annexure A of this
Agreement.

7.10 On the date of termination of the Employee’s employment stipulated in Annexure A of this
Agreement, they shall be obliged to immediately return to the Company, any Company
assets in their possession and/or under their control and to repay any loans made to the
Employee by the Company, which notwithstanding any other Agreements entered into
between the Employee and the Company, shall become due, owing and payable to the
Company on the date of termination of their employment.

8 REDUNDANCY

Where for one reason or another, the Company is completed to declare any of its employees

redundant, the company shall conduct such redundancy exercise in accordance with the following
and in line with the labour laws of Ghana;

8.1 The policy of “First in Last Out” shall apply, all things being equal.
8.2 Selection for redundancy reasons will be determined by the company based on assessment of
relative merit, potential skill and mental and physical well-being.
8.3 Where the determining factor between two or more individuals are equal, the principle of “Last in
First Out” shall apply.
8.4 Pay

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In the event of termination of service for redundancy reasons only, the Employee shall receive
in addition to other entitlements and Bonus, One (1) month’s consolidated salary (i.e. basic plus
allowances) for every year served.

9 DISCIPLINE
9.1 Summary Dismissal
The Company reserves the right to summarily dismiss the Employee without notice for any of
the following;
9.1.1 Dishonesty, Drunkenness, Stealing, Fighting or physically striking another
employee or customer/client, using narcotic drugs.
9.1.2 Forgery or falsification of records and bills, fraudulent recording of time
worked/bills.
9.1.3 Neglect of duty;
9.1.4 Sleeping on duty, rudeness or use of abusive language to customers/clients of the
Company;
9.1.5 Revealing any trade or business secrets which the employee has possession of
while employed in any capacity within the company;
9.1.6 Wilful refusal to obey a legitimate instruction or other acts of a criminal nature
which shall be deemed to be detrimental to the good conduct of the company’s
business activities or an act of “Gross Misconduct”.
9.2 For the avoidance of doubt, “Gross Misconduct” shall also include any act done without
reasonable excuse by the Employee which amounts to a failure to perform, in a proper
manner, any duty imposed upon him/her which tends to bring the company’s image standard
and name into disrepute or ridicule.
9.3 Investigation
9.3.1 Where the Employee commits an offence which does not amount to serious
misconduct, the Employee shall be given a query to explain his actions.
9.3.2 If the explanation is found not be satisfactory, then a written warning would follow.
9.4 Warning
When the Employee commits an offence which does not amount to serious misconduct the
Employee will be warned in writing.
If after two warnings (2), a third offence is committed by the Employee his services shall be
terminated.
Any warning letter ceases to have effected after twenty-four (24) months from date of issue.
9.5 Suspension

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Where the Employee is suspected to have committed an offence which cannot be

immediately proven, he may be suspended on half pay pending investigation.
If at the end of the investigation, he is found not guilty, he will be reinstated and paid the
arrears as if he had worked for the full period of the suspension.

10 CONFLICT OF INTEREST

10.1 The Employee hereby undertakes and agrees:

10.1.1 not to have any responsibilities outside the Company, or directorships, or

interests in any other business, or directly or indirectly running a private
business where, in relation to any of these activities, an actual or a potential
conflict of interest exists or may arise, unless prior written permission has been
obtained from the Company, which will not be unreasonably denied.

11 ANTI-CORRPUTION AND BRIBERY

11.1 The Employee shall:

11.1.1 comply with all applicable laws, statutes, regulations relating to anti-bribery and
anti-corruption and not engage in any activity, practice or conduct which would
constitute an offence under such relevant law;

11.1.2 comply with the Company’s Anti-Corruption and Bribery Policy; and

11.1.3 promptly report to the Employees’ immediate line manager any request or
demand which if complied with would amount to a breach of either this
Agreement or the Company’s Anti-Corruption and Bribery Policy.

12 GOVERNING LAW

12.1 This Agreement shall be construed in its meaning and effect in accordance with the laws
of the Republic of Ghana, and where any provisions of this Agreement may be interpreted
to convey a meaning contrary to any written law, such law shall prevail.

13 GOOD FAITH

13.1 In the implementation of this Agreement, the Employee undertakes to observe the utmost
good faith and warrant that, in their dealings with the Company, they shall neither do

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anything, nor refrain from doing anything, which might prejudice or detract from the rights,
assets or interest of the Company.

This Employment Agreement will become effective, subject to the favourable outcome of all
relevant references, background checks as well as having the correct right to work in the
Republic of Ghana.

Please sign at the foot of this Agreement and in the spaces provided on the attached documents to
certify that the contents of this letter of appointment and the attachments hereto have been discussed
and explained to the Employee and that the Employee understands and accepts to be bound thereby.

We hope that our association will be a long and happy one.

Yours sincerely,

______________________________
Mike Kuma
Director

I AGREE THAT I HAVE READ THIS EMPLOYMENT AGREEMENT, TOGETHER WITH THE SALIENT
DETAILS OF EMPLOYMENT (ANNEXURE A), REMUNERATION AND BENEFITS (ANNEXURE B),
JOB DESCRIPTION (ANNEXURE C) AND EMPLOYEE DETAILS (ANNEXURE D), ANNEXED
HERETO. I UNDERSTAND ALL OF MY OBLIGATIONS IN ALL OF THE PARTS OF THIS
AGREEMENT AND AGREE TO BE BOUND THEREBY.

SIGNED AT ____________________ ON THIS _____ DAY OF _____________ 20______

EMPLOYEE:

....................................................... .......................................................
NAME SIGNATURE

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ANNEXURE A – SALIENT DETAILS OF EMPLOYMENT

1. Employee’s Details Yahaya [ ]

2. Capacity CEO

3. Reporting to The Executive Board

21 working days per annum

The Employee is entitled to family responsibility
leave, in accordance with labour legislation, and
where no law exists, Company policy shall prevail.
4. Leave Entitlement The Employee will be entitled to maternity leave or
paternity leave, whichever is applicable, in
accordance with labour legislation, and where no
law exists, Company policy shall prevail.

5. Commencement Date 1st January 2024

6. Employment Agreement Term Indefinite

6 calendar months in lieu of notice.

7. Notice Period

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ANNEXURE B – REMUNERATION AND BENEFITS

1. Monthly Gross Salary USD 1,500 in the Ghana Cedi Equivalent

2. Other Allowances USD 500 in the Ghana Cedi Equivalent

Employer contributions towards the SSNIT will be 13%

of the Gross Salary.
Statutory Payments and
3. Contributions. Subject to Employee contribution towards the SSNIT will be 5.5%
changes by law. of the Gross Salary.

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ANNEXURE C – JOB DESCRIPTION

Job Description
CEO
Job Purpose:

 The CEO is the principal Marketing, Operations, Strategy and performance monitoring executive in AP Oil
and Gas Limited (APOG); implementing and managing business activities, special projects and initiatives
aimed at improving efficiency, as well as ensuring business growth and profitability over the long-term.
 managing day-to-day marketing, sales, and supply chain activities, especially those around the
procurement and/or production, supplies, and distribution of the Company's range of fuel and non-fuel
revenue products.
 directing and coordinating activities consistent with established goals, objectives, and policies and in
addition provides direction and structure for those specific departmental areas within the Company.
 leading the creation and retention of value, efficient processes and systems, quality assurance,
environmental health & safety, fiscal discipline, compliance and controls, real time business performance
monitoring, the creation of mutually beneficial business relationships/ partnerships, attainment of
crosscompany synergies across APOG, work culture enhancement, ensuring effective internal
communication and an environment of cordial industrial relations.

Core Responsibilities

• Builds a high performing team of managers with thorough understanding and appreciation of the dynamics
and business impacts of deregulation within an emerging market economy.

• Examines prevailing sector regulation and policies; formulates changes necessary to business
approaches and internal processes to ensure full compliance with all relevant regulations, including EHS
policies.

• Acts as chief advisor and strategist providing needed support to the Company's Board of Directors, with
respect to the identification of business and operational risk, and the resolution of attendant issues.

• Communicates key information to stakeholders as regards market needs, the competitive environment,
cost management and the provision of quality customer-focused products and services; such information is
obtained through effective relationships and interactions with various stakeholders within the business
environment, and directly with customers, technical and operating partners etc.

• Provides management oversight for the development of high quality, cost effective and integrated financial
management, marketing, sales, supply chain and operational management programs.

• Works with the Finance function, and other function HODs as may be necessary, in liaising with the
investment community and financial services organizations to ensure adequate funding for regular
business transactions and high-profile projects.

• Expands outreach activities and referral networks to ensure effective technical/operating partnerships and
alliances are forged which will facilitate the Company's growth as a marketing Company delivering high
quality products within time and cost specifications.

Key Performance Indicators (KPI)

• Extent to which company marketing, sales, operating plans and budgets are driven by the Corporate
Strategy

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• Budget/Actual performance results (performance against critical business metrics: Net Margins, IRR, TSR,
EBITDA, ROCE, ROA, ROI, Turnover, PBT, Customer Satisfaction, Staff Motivation, Quality standards etc.)

• Physical state of retail outlets, supply & distribution and other facilities
• Effectiveness and efficiency of the Supply Chain and other critical processes
• Quality and effectiveness of business continuity plans (e.g., systems disaster recovery plans, succession
plans)

Communication & Working Relationships

Stakeholders Purpose

• Shareholders • Strategy and Planning

• Board • Leadership

• Senior Management • Performance Monitoring

• Business units

Academic Qualifications & Work Experience

• 1st degree in Economics, Business Administration, Marketing or other relevant field

• An MBA is an advantage

• 12 -15 years of work experience, the last 6 which must have been in a Top Executive
Management/GM role within a reputable and structured organization, preferably within a multinational
Oil & Gas Company.

• Exposure to downstream oil & gas marketing, government and external agencies and supply chain
management is important

• Solid business strategy development and execution skills

Core Competencies Required (Knowledge, Skills and Attributes)

• Leadership
• Investor Relations
• Oil & Gas Industry Dynamics
• Marketing, Sales & Supply Chain Management
• Business Strategy Development and Execution
• Finance, Accounts & Investment Management
• Performance Management
• Project Management

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• Creativity &Innovation
• General Administration
• Team Playing
• Political Savvy

Agreed by Employee

___________________________ ______________________ _______________

Print Name Signature Date

Agreed by Representative of the Board

___________________________ ______________________ _______________

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ANNEXURE D – EMPLOYEE DETAILS

Please complete each and every section in full. No information may be omitted. If a particular section/space
is not applicable, please indicate so.

Personal Details
Surname: Initials:

First Names:

Preferred name:

Title Prof / Dr / Mr. / Mrs. / Miss / Other (specify):

Identity number:

Passport number:

Gender: Male / Female Date of birth:

Marital Status
Married / Single / Divorced / Widowed:

Home Language:

Other Languages:

Race (For statistical purposes):

Nationality:

Home address (compulsory):

Postal code:

Postal Address (compulsory):

Postal code:

E-mail address (Personal e-mail):

Home No / alternative contact number: Cell No:

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Spouse (compulsory)
First name and surname :

National ID/Voter ID No:

Employer:

Cell No: Contact tel. no:

Date of birth: Alternative contact tel. no:

Next of Kin / Alternate Contact Person(Specify):

First name and surname:

National ID/Voter ID No:

Employer:

Cell No: Contact tel. no:

Date of birth: Relationship :

Banking account details (Please ensure all details are correct to ensure correct payment)
Name of account holder (as it appears on the account):

Bank:

Branch name:

Branch code:

Account number:

Type of account:

Swift Code :

Social Security (SSNIT) number :

Tax Identification (TIN) number :

Current Tier2 Fund Manager Name & ID membership number:

Medical conditions:
(in case of emergencies):
Chronic Medication
(in case of emergencies):
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Allergies
(in case of emergencies):

Children
Gender: Surname: Names: Date of birth:

I hereby acknowledge that the above information is true and correct.

_____________________________ ________________________
Signature of employee Date

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