Chamber of Commerce Registration No. 27371119 The Netherlands Office Rwanda: The OfficeRW, Kigali. P.O.Box 5748. Rue de Masaka / Kiyovu / Nyarugenge Page 1

Rwanda Chamber Foundation Office Hazenboslaan 65, 2343SX, Oegstgeest, The Netherlands Phone +31(0)629075200 and Rwanda +250(0)784997683 Mail f.castelein@planet.nl ; chris.van.der.plasse@planet.nl Website www.rwandachamber.org

Folkert Castelein, VP Rwanda Chamber Foundation August 15, 2014

Chris van der Plasse, Strategy RCF

To

Potential co-investors in the Erasmus Investment International program in Rwanda Concerns: Green Business Hub Rwanda Holding Company (GBHR) Three levels, A, B, C of co-investments opportunities at max. 30% of the total equity. GBHR keeps always at least 67% of the shares. RCF is preparing the final proposal for an investment program in Rwanda, financed by an International Banking platform after approval and mediation of Erasmus Investment International. Over the last two years we have selected feasible, doable and manageable projects in Rwanda and our proposition is now US$ 2.2 Billion. We also selected over 25 committed foreign companies to realize the program with us. Our EPC-m is Witteveen + Bos (http://www.witteveenbos.com ). Erasmus Investment International (EII) works for a platform of international (country) Banks. A reference of a program financed through this channel currently in the realization phase of financing, is Macedonia, € 1.5 Billion . http://www.foodhubmacedonia.com/erasmus-investment-macedonia-new-company-responsable-for-development-of-food-hub ). For execution 52 companies are contracted. Starting now. The Erasmus group (www.erasmus-group.com ) is the mediator for dedicated project funding of renewable and sustainable (non-)profit projects, important for economic growth and humanitarian importance. The money goes to the local private sector in carefully selected feasible and do-able business cases. The (new) local companies should be able to make a good profit and to grow under local management. The investment must sustainable, create jobs and indirect incomes. The initial investment amount of money will be spend within three years in the selected projects / companies. An overview of projects and the structure is available for co-investors. Basically, the word Investment is not correct in a way that it can imply that the Capex must paid back to the investor plus a good ROI. In this case there is no pay back of Capex. The money stays in the country and it is not a loan. Financial engineering through a specific private placement program (PPP). Erasmus has access to a specific Private Placement Program conditioned to the Green Business Hub Rwanda project. Revenues generated by using this program, must benefit the Project for 90%. Generating these revenues can commence when the PPP is started on behalf of an investor ( the A-investor) who is willing to bank instruments to the project, in the case of Rwanda, €125 Million for 13 months.

Chamber of Commerce Registration No. 27371119 The Netherlands Office Rwanda: The OfficeRW, Kigali. P.O.Box 5748. Rue de Masaka / Kiyovu / Nyarugenge Page 2

The funds are not moved to another account and full control remains only with the investor. After 13 months, the investor can obtain a maximum of 20% of the project shares of GBHR Holding OR receives a yield of 80-100% of the allocated fund or can opt for a combination of shares and yield The purpose of this type PPP trading is not to generate tremendous revenues but to finance projects. A- investor In investment programs, we have three levels of co-investors. At the highest level, the A investor, makes it possible to start a Trade, the PPP process. It is an investment for 13 month. Private Placement Program (PPP) Private Placement Programs create funds by trading discounted Bank Issued Debt Instruments. The funds are created because these debt instruments are deferred payment obligations, or liabilities issued at discounted prices by major world banks. The trading process is safe because the debt instruments are bought and sold immediately with pre-defined prices and pre-defined payment deadlines. Exit-buyers are mostly large financial institutions, insurance companies, or extremely wealthy individuals. The investors’ funds will not be used for the PPP transactions, however it is reserved as a so-called compensating balance against a Credit Line. As the trading is done on pre-defined conditions, the Credit Line will not be used but it must be available to back up the buy-sell transactions. The trade is under monitoring of the ECB, Europe. We like to invite you to participate in this dedicated PPP to develop a unique opportunity in Rwanda, based on solid business cases. The financing process is started by selecting sustainable, feasible, do-able and profitable projects in the private sector to start a financial leverage program. This investor will be invited to reserve a cash amount cash funds or securities of at least €125 Mln on his own account at an AA( A or+)-rated bank. The funds will remain at the investor’s accounts, and will be assigned to the GBHR project for a certain period of time. In return for the assignment, the investor can obtain a maximum of 20% shares in the GBHR Holding, or have a 80-100% yield in one year or a combination of these two options. The advantage of the program is that the investor’s funds are never touched, because the only way the Trader will buy new paper is when he has a second buyer ready to take it from him immediately at a higher price. A Trader is strictly regulated and restricted to specific types of investment that can be initiated. He cannot buy an instrument without demonstrated marketability and he is restricted from buying “Wholesale”. The Trader for the projects of Erasmus Investment is only supplying funds for sustainable projects that assist business expansion and development of commercial,

Chamber of Commerce Registration No. 27371119 The Netherlands Office Rwanda: The OfficeRW, Kigali. P.O.Box 5748. Rue de Masaka / Kiyovu / Nyarugenge Page 3

humanitarian, charitable and non-profit projects. How it works technically and when it starts: Erasmus uses a trading system based on a Private Placement Program (PPP), which is a niche segment in the trade world. For the Green Business Hub Rwanda (GBHR project) is a business and marketing plan as well as a feasibility study finalized. An EPC contractor has been nominated and accepted by Erasmus. The GBHR project is accepted by the Trading Platform as an assignable project for a PPP. The Trade process is under strict control and supervision of the Trading Platform during the whole process and follows a strict procedure of acceptance of the PPP, the investor, execution and pay-out. A compliance officer appointed by the Trading Platform will control and assess the investor based on a PoF (account statement, custodial statement or tear sheet) and compliance. After decision of the investor to go ahead, the investor provides the required information and documents to allow trading and verification of the PoF in the bank. After de Trading Platform approves the investor, funds and PoF, the parties finalize the negotiations and will sign the agreements of the Compliance Package. When the bank is ready, able and willing to assign an MT760 to the project, the compliance officer of the Trading Platform will confirm if the bank instruments are cash backed. After this confirmation, the final Trading Contract is signed. During the whole verification and trade period, all assets remain on the bank accounts owned and fully controlled by the investor. After providing a PoF and gaining information with regards to the program and trader, the investor can decide to stop or to go ahead. The investor can stop 21 days after the start of the trade e.g. when the profit is too low. Trade cycle In most cases the trade will be set up for a period of one year and one month. The trading will be in cycles of 52 weeks, 4 days a week, 4 trades a day The trader will be trading between institutional fund managers and banks who are willing to provide MTN’s for cash money. The MT760 assigned to the project will be used for a Credit Line by the investor and will never participate in the actual trading process. The provision generated by the trade will be shared on a 50% -50% agreement with the trader and will be transferred to the investor according to an IPO agreement. This Investment document is just a brief description of our proposal and not intended to address or describe all details of the investment process. Before going into depth, we like

Chamber of Commerce Registration No. 27371119 The Netherlands Office Rwanda: The OfficeRW, Kigali. P.O.Box 5748. Rue de Masaka / Kiyovu / Nyarugenge Page 4

to have a personal meeting. We want to be sure that all parties are feeling comfortable about doing business together. During these meetings, we will after signing an NDA, present the project to you and introduce the people and network behind Erasmus. We will show you how special this opportunity is and how all parties can benefit from this cooperation. Additional information The final decision, financing the total program is based on a SWOT analysis, in this case Rwanda, feasible projects within the requirements, contracted EPC and suppliers, and co-investor(s) for the total program, the A-level and B-investor(s). EII need to keep assets on the balance sheet (at least 75% of the total investment) as value for the funding. In Rwanda we will have 80% of the investment as assets on the balance sheet for 25 years. A Single Purpose Vehicle (SPV) is established in Rwanda (GBHR Holding) to administer the project and directors from the major parties are appointed. A set of specific bylaws are created to control the operation of the company and to protect all the parties. Bank accounts are opened under the auspices of the bank and in line with the Company Bylaws. After that a short verification phase initiated where the final approvals are gained, during this phase the SPV trading account will be populated with the required funds to complete the transaction, this will be visible to all the parties. There is no GBHR exit strategy before 25 years. It is not a loan, the money stays in the country. In that sense, the Capex is like a gift under specific conditions. During this period the GBHR Holding Board of Directors and a selected international accountant stay in control of the assets. After 25 years we sell all investments at a very low price. There has to be an agreement with all parties and the EPC contractor has to approve that he is ready, willing and able to realize the project. Work commences and is progressed in line with the EPC contractual terms and conditions. All works are completed, commissioned and handed over to GBHR. Erasmus Investment International SA is the majority shareholder in GBHR and at that level, B (co-) investors can step in. Pre-investment opportunity: B- investor at GBHR Holding level Erasmus offers investors and contractors a unique pre-investment opportunity that underlines the commitment from parties to the project. We, Erasmus, founded and will fund subsidiaries in the countries we intent to develop Food Hub projects. These subsidiaries, like GBHR will be the project owner after successful funding. One third of the shares of the subsidiaries are available for investors or contractors who want to commit themselves to the project. The commitment between the Parties will be documented in a Memorandum of Understanding and a Share Agreement. A standard provision of this agreements is that Erasmus will acquire an Expert Company of the investor or contractor at a pre-agreed price when

Chamber of Commerce Registration No. 27371119 The Netherlands Office Rwanda: The OfficeRW, Kigali. P.O.Box 5748. Rue de Masaka / Kiyovu / Nyarugenge Page 5

the contractor or investor acquires 10% of shares in the Erasmus Subsidiary at a purchase price of €750,000. What will be for GBHR an over $ 1.5 Billion project in assets. Why is the leverage so high? That is the case for some reasons:

1. If the B-investor steps in before the trade & financial engineering process has ended, he earns the leverage. We as GBHR use that money as a pre-finance for all partners involved. After funding we start the FEED phase (Front End Engineering Development), not losing time for our suppliers & partners. There is always a small risk that there are delays or other problems during the funding process. The B-investor might lose part of his money because the financing is still not guaranteed.

2. If the program ends up with about $ 2B investment in Rwanda depending the final results of

the FEED phase, and there will be at least $ 1.5 B assets on the balance sheet at Holding level. The remaining part of the total investment is used for execution the program, non-profit expenses, and paying back pre-investments done by the parties involved in preparation the program. The returns in dividend are based on a ROI for assets.

3. We are not after maximizing the profit. Green Business Hub Rwanda uses dividend partly for

re-investments in the projects / companies, for project costs and the humanitarian non-profit side program, also in several business units under the Green Business Hub Rwanda Holding. Suppose at GBHR Holding level, we maximize the ROI for the B-level co-investor at net 5%. The 5% from a normal Bank for the original $ 750.000 is $ 37,500 / year. But if you have 10% of the shares in the Holding: The 5% of $1.5 B is $ 75 M. 70% is for GBHR, $ 52,500,000 and will be used for project costs, Erasmus Investment costs, and financing the humanitarian side program, and re-investments year after year. With B investor’s 10% it is 1/3 of $ 22,500,000 is $ 7,500.000 before dividend tax (in Rwanda max. 15%). A very good ROI indeed, even if you must pay double dividend tax in your country. But the first one or two years there is no 5% net dividend.

4. You get 10 % of the shares in the Holding but shares will have and keep a nominal value. You

cannot make a profit with the shares. If you decide to sell you shares after some time you must sell them to EII at nominal value again (statutory).

B-investment is open for local and international investors. The get the leverage under the condition they step in before the financing (Trade) has started. After that they can step in at nominal value of the shares. C-investor Co-investors at C level might take a share at company level, business units / Ltd. under one of the Divisions under GBHR.

Chamber of Commerce Registration No. 27371119 The Netherlands Office Rwanda: The OfficeRW, Kigali. P.O.Box 5748. Rue de Masaka / Kiyovu / Nyarugenge Page 6

That investment is done into real estate or a construction factory or agriculture, greenhouses, agro-processing plants, poultry, fish farming, silk production, production of fertilizers, an economic zone, the logistic center or in energy. On request we send you an overview of projects you might be interested in. We have about 45 separated projects. Also there is a leverage between 5 – 10 times the total amount invested, but depending the timing of the investment and the %% of the total Capex in equity in that project. After funding co-investors can buy shares at nominal value. Kind Regards, Folkert Castelein VP & CFO RCF