COLINA HOLDINGS LTD

Substantial Transaction Circular in relation to the acquisition of 40 per cent of the issued share capital of an insurance company, namely Unitrust Insurance Company Limited (‘Unitrust’) for a total consideration of USD 15 619 348 which will be financed by a loan facility of USD 16,000,000.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

For a full appreciation of this Circular, the document should be read in its entirety. If you are in doubt about the action you should take, you should consult your financial adviser, your investment dealer or any other independent adviser immediately.

This Circular is not an invitation to the public to subscribe for shares in the Company. The circular has been prepared for the purpose of complying with the Listing Rules, as issued by the Stock Exchange of Mauritius Ltd, more specifically Chapter 13 of the Listing Rules.

18 August 2014

DISCLAIMER OF THE STOCK EXCHANGE OF MAURITIUS LTD

AND THE FINANCIAL SERVICES COMMISSION

Neither Stock Exchange of Mauritius Ltd (SEM) nor the Financial Services Commission (FSC) assumes any responsibility for the contents of this document. The SEM and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof.

The SEM and the FSC do not vouch for a financial soundness of the Company or for the correctness of any statements made or opinions expressed with regards to it.

2

COLINA HOLDINGS LTD

TABLE OF CONTENTS

1 DEFINITIONS 3 2 DECLARATION BY THE DIRECTORS 4 3 NATURE OF TRANSACTION 5 4 THE CURRENT GROUP STRUCTURE 5 5 THE PROPOSED GROUP STRUCTURE 6 6 RATIONALE OF THE INVESTMENT 6 7 TERMS OF THE INVESTMENT 7 8 COLINA HOLDINGS LTD 7 9 UNITRUST INSURANCE COMPANY LIMITED 11 10 ACCOUNTANT’S REPORT 14 11 FINANCIAL IMPACT ON INVESTMENT 14 12 LEGAL PROCEEDINGS 14 13 MATERIAL CONTRACTS 14 14 DIRECTOR’S INTEREST AND REMUNERATION 14 15 DIRECTORS’ RECOMMENDATION 14 16 STATEMENT OF INDEBTEDNESS 15 17 COSTS 15 18 DOCUMENTS AVAILABLE FOR INSPECTION 16

3

COLINA HOLDINGS LTD

1. DEFINITIONS

CHL

SF

Colina Holdings Ltd

Saham Finances

Unitrust Unitrust Insurance Company Limited

Investment The proposed investment in Unitrust by the Company as described in this substantial transaction circular

Effective Date The effective date of the investment, namely 20 August 2014

Listing Rules

The Listing Rules of The Stock Exchange of Mauritius Ltd

FSC The Financial Services Commission

SEM The Stock Exchange of Mauritius Ltd

USD United States Dollar

NGN Nigerian Naira

5

COLINA HOLDINGS LTD

3. NATURE OF TRANSACTION

The board of directors of CHL has approved the following transactions and resolved to recommend the approval of the investment by its shareholders:

i. loan facility of USD 16,000,000 granted by SF to the Company

ii. the acquisition of 40% of the issued capital of Unitrust

The terms of the contemplated transactions are provided in Section 6 and will be submitted to the shareholders of CHL for their approval by circular resolution for that purpose only.

The Effective Date of the loan facility and subscription of shares is scheduled for 18 August 2014 respectively.

4. THE CURRENT GROUP STRUCTURE

Prior to the subscription, the group structure of CHL was as follows:

6

COLINA HOLDINGS LTD

All the shares held by the existing shareholders are fully vested and there are no share options within the group.

5. THE PROPOSED GROUP STRUCTURE

The post subscription and following issue of shares by Unitrust, the group structure will be as follows:

6. RATIONALE OF THE INVESTMENT

The contemplated transaction would enable CHL to strengthen its presence in Africa.

The Board of Directors of CHL is of the view that this will constitute an excellent opportunity for the Company as this expansion will enable the Company to gain substantial market share in Africa.

The contemplated transaction is also beneficial to the Company and is expected to improve, in the long term, both the Company’s financial performance and shareholders’ value.

7

COLINA HOLDINGS LTD

7. TERMS OF THE INVESTMENT

CHL will finance the investment in Unitrust upon receipt of USD 16,000,000 as a loan from Saham Finances bearing interest at 6% per annum excluding taxes.

The consideration of USD 16,000,000 has been agreed by CHL and Unitrust following receipt of a due diligence report from Ernst & Young.

The stated capital of CHL after the proposed issue of shares will remain at USD 2,000,000 comprising 2,000,000 ordinary shares of USD 1.00 each.

8. CHL

8.1 Corporate Information

DIRECTORS:

Director Nationality Address

Moulay Hafid Elalamy Moroccan 16 Boucle D Anfa, BP 20170, Casablanca, Morocco

Raymond Farhat French 216 Bd Zerktouni, 20000 Casablanca, Morocco

Nousrath Begum Bhugeloo

Mauritian 56 Avenue Le Conte de Lisle, Quatre Bornes, Mauritius

Anjeelee Chinamal Mauritian Flat 9, G. Guibert Street, Residences Les Platanes, Floreal, Mauritius

BANKER: Standard Bank (Mauritius) Limited, 9th Floor, Tower A, 1 CyberCity, Ebene, Mauritius

PLACE OF INCORPORATION: Republic of Mauritius

DATE OF INCORPORATION: 10 August 2012

REGISTERED NUMBER: 111642 C1/GBL

8

COLINA HOLDINGS LTD

REGISTERED OFFICE: c/o Abax Corporate Services Ltd 6th Floor, Tower A, 1 Cyber City, Ebene Mauritius

CONTACT TELEPHONE NUMBER: (230) 403 6000

AUDITORS: BDO & Co, DCDM Building 10, Frere Felix de Valois Street Port Louis, Mauritius

COMPANY SECRETARY: Abax Corporate Services Ltd, 6th Floor, Tower A1 Cyber City, Ebene, Mauritius

9

COLINA HOLDINGS LTD

8.2 CHL Background

CHL is a public company limited by shares established under the laws of the Republic of Mauritius on 10 August 2012 and holds a Category 1 Global Business License from the FSC.

CHL has been formed for the purpose of providing insurance and other ancillary activities in East, Central and Southern Africa, including Uganda, Kenya, Tanzania, Rwanda and Madagascar. CHL will provide these services through investment in and partnerships with key service providers in the target markets.

CHL has invested in the following companies:

Name of Company Country of Incorporation

% holding No. of shares Business Activity

Saham Assurance Company Kenya Limited

(Formerly known as Mercantile Insurance Company Limited) Kenya 66.7

22,500,000 of KSH 20 each Insurance company

Saham Reinsurance Ltd Mauritius 100 1,000,000 shares of USD 1.00 each Professional Re-insurer

Tech Care Solutions Ltd Mauritius 50

50 Class A ordinary shares of

EUR 1,000 each

Development and design of IT solutions and

systems

Corar Assurances Generales Limited Rwanda 66

19,932 shares of RWF 100,000 Insurance Company

10

COLINA HOLDINGS LTD

The principal shareholders of CHL are:

Saham Finances (“SF‟) is a leading insurance holding company registered in Morocco currently operating in 19 African countries and in the Middle East, through its ownership of over 20 insurance companies, including:

• CNIA SAADA, resulting from the merger of CNIA Insurance and Es-SAADA Insurance in 2009, is listed on the Casablanca Stock Exchange. Ranking fourth insurance company in Morocco and leader in the automobile and complementary health segments, CNIA SAADA is 51.8% owned by SF;

• Colina operates 20 companies in 14 African countries and is fully owned by Saham Finances;

• Isaaf Assistance is a premier assistance insurance provider in Morocco with a 46% market share. Saham Finances owns 67 percent of Isaaf Assistance;

• LIA Insurance (“LIA‟), incorporated in 1975, is a major insurance company in Lebanon. LIA offers a comprehensive product and services portfolio, in life and general insurance, to both individuals and companies. SF recently acquired 81% of LIA from Bank Audi, the first Lebanese financial holding, with whom LIA will continue to develop its leading bancassurance network.

Saham Finances has recently acquired 49.9% of GA Angola Seguros, the 3rd player in the insurance market in Angola.

SF’s main shareholders include Saham Group, IFC World bank arm, the Abraaj fund and Mr Moulay Hafid Elalamy.

SF became in 2012 the first African insurance group (excluding South Africa).

Colina Europe is a Company registered in France and is 100% owned by SF.

11

COLINA HOLDINGS LTD

9. Unitrust

9.1 Corporate Information

DIRECTORS:

Director Nationality

General T. Y. Danjuma (Rtd) Nigerian

Mr Jihad Matani Lebanese

Mr Murchid V Allam Brazilian

Mr Anthony M Atrib Nigerian

Mrs Grace E Danjuma Nigerian

Professor Joe O Irukuwu Nigerian

Mr Chukwuemeka Nwajiuba Nigerian

Mr Joseph M Taktouk Nigerian

PLACE OF INCORPORATION: Nigeria

DATE OF REGISTRATION: 9 November 1981

REGISTERED OFFICE: Unitrust House, Plot 105B, Ajose Adeogun Street Victoria Island, Lagos, Nigeria AUDITORS: KPMG Professional Services KPMG Tower Bishop Aboyade Cole Street Lagos Nigeria COMPANY SECRETARY: Marina Nominees Limited Aret Adams House 233 Ikorodu Road, Illupju, Lagos Nigeria

12

COLINA HOLDINGS LTD

9.2 Unitrust Background

Unitrust Insurance Company Limited, a private limited company, was originally incorporated on 9 November 1981 as Union Nigeria Insurance Company Limited.

The company’s name was changed to Unitrust Insurance Company Limited on 3 May 1983 and obtained a general insurance licence from National Insurance Commission on 13 August 1986.

In January 1999, Unitrust also obtained a licence to carry out life insurance business.

Following recapitalisation exercise in February 2007 ordered by NAICOM, Unitrust discontinued Life insurance business and retained solely the general insurance business.

The company also operates from two of its branches at Abuja and Port Harcourt.

The principal activity of Unitrust is that of provision of insurance risk underwriting and related financial services to its customers, both corporate and individual customers.

Unitrust has an authorised ordinary share capital of 5 billion out of which 3.3 billion has been issued and fully paid up. The nominal value of the ordinary share is NGN1 each.

Unitrust presently has a wholly owned one operating subsidiary namely Unitrust Global Assets Management Company Limited (UNIGAM). UNIGAM was incorporated on January 9, 2001.

It is principally a property management service company and currently manages only Unitrust House situated at Plot 105b Ajose Adeogun Street, Victoria Island, Lagos.

Unitrust Insurance product and services include:

. Fire and special perils

. Goods in transit

. Marine (Cargo and Hull)

. Fidelity Guarantee

Group Personal Accident

. Bond (including Credit bond)

13

COLINA HOLDINGS LTD

. Aviation

. Burglary and house breaking

. Automobile Insurance

. Money Insurance

. Workmen compensation

. All risks Insurance

. Oil & Gas

The total gross premium generated by Non-life insurance companies in FY10-FY11 were NGN 157 billion, NGN 176 billion and NGN 211 billion in FY10A, FY11A and FY12A respectively.

Unitrust market share of gross premium was 2% each in FY 10A and FY11A and 1% in FY12A.

Unitrust made a profit after tax of NGN 944 million in FY10A, NGN 126 million in FY11A and NGN 696 million in FY12A.

14

COLINA HOLDINGS LTD

10. ACCOUNTANT’S REPORT TO THE SHAREHOLDERS OF CHL

* annexed to this circular

11. FINANCIAL IMPACT OF THE INVESTMENT

The investment, if approved by the shareholders of CHL, will increase the net income of CHL.

Moreover, the investment will result in an increase of the Net Asset Value of CHL by USD 15,619,348. The investment will be financed by a loan facility granted to CHL. The loan facility will result in decreasing the Net Asset Value of CHL by USD 16,000,000.

12. GOVERNMENTAL, LEGAL OR ARBITRATION PROCEEDINGS

There are no government, legal or arbitration proceedings against Unitrust, which would have significant effects on CHL financial position or profitability.

13. MATERIAL CONTRACTS

As at the date of this circular, there are no material contracts or arrangement in which the directors of CHL are materially interested and which are significant in relation to the business of the group.

14. DIRECTOR’S INTEREST AND REMUNERATION

14.1 Director’s Interest

The Directors of CHL do not hold any interest in the ordinary shares of CHL.

15

COLINA HOLDINGS LTD

14.2 Director’s remuneration

The Directors have not received any remuneration in respect of the last financial year and there is no remuneration payable to the directors in respect of the current financial year end.

15. DIRECTORS’ RECOMMENDATION

The Board of directors of CHL considers that the terms of the loan and subscription of shares are fair, reasonable and in the best interests of CHL and its shareholders and accordingly recommend that the loan and subscription of shares be approved by its shareholders.

16. STATEMENT OF INDEBTEDNESS

17. COSTS

The expenses incurred by CHL relating to the loan facility from Saham Finances and subscription of shares in Unitrust are as follows:

At 31 March 2014 Unsecured

Shareholder Loans USD 11,019,480

Detail Amount USD Amount MUR

Legal Fees Nil Nil

Marketing Fees Nil Nil

Listing Fees payable to SEM Nil Nil

Review of supplement to substantial transaction circular 800

20,000

Administration Fees Nil Nil

Accountant Fees 10,000 300,000

Total 10,800 320,000

16

COLINA HOLDINGS LTD

18. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents are available for inspection during normal business hours at the registered office of CHL as from the publication of this circular:

The Constitution of CHL;

The annual report and financial statements of CHL as at 31 December 2013;

The unaudited condensed financial statements of CHL as at 31 March 2014;

The unaudited condensed financial statements as at 30 June 2014;

Accountant Report; and

The Substantial Transaction Circular.