The investment opportunity

of food security

OLD MUTUAL EAST

AFRICAN AGRI-FUND I

HOW WILL THE FUND OPERATE

2

PRODUCT DESCRIPTION PROS CONS

Competitors

Buy and operate Agricultural Land and Infrastructure

Investing in agricultural land, infrastructure, farming operations and logistical chain.

• Higher expected risk/return profile• Direct exposure to crop prices

& harvest performance

•More Complex deal structure• Higher maintenance and

management attention required Operational risk e.g. weather, diseases

Old Mutual East Africa

Fund 1

Buy and lease out Agricultural Land and Infrastructure

Investing in the agricultural land & infrastructure and lease to an operator

• Simple deal structure• Lease income escalated by

CPI every year• No direct exposure to crop

prices & harvest performance• Risks mitigated due to

commercial operators diverse operations

• Lower income from land & infrastructure only as opposed to land and farming operations

$Old Mutual

Agri Fund

ESG & Financial

DD in

conjunction

with the

operator

Fund

approaches/is

approached by a

commercial

farming operator

Operator leases

farm, pays coupon

to fund (ESG

monitoring!)

Improve & expand

farm, invest in

agribusiness & ag-tech

(Value Uplift)

Exit

investment

Fund

Purchases

the farm

THE FUND’S PHILOSOPHY IS TO ADDRESS THE GLOBAL CHALLENGE OF FOOD SECURITY

INVESTMENT FOCUS

◼ Sustainable large-scale commercial farming

◼ Diversified investment portfolio– Crop (Permanent crops

40-60%, Dairy 20-30%, Row crops 20-30%)

– Country (see on the right)– Farm operators (>10

million US turnover and strong BS with long-term track record)

3

Different characteristics of the fund

ZAMBIA

TANZANIA

KENYA

RWANDA

UGANDA

IMPACT

◼ Impact on– Food security– Education– Employment

VALUE CREATION

◼ Optimize integration farming/processing/logistics

◼ Vertically integrated along the value chain (from production to final off-taker)

POLITICAL RISK MITIGATION

◼ Multilateral Investment Guarantee Agency (MIGA)

◼ Political risk insurance

◼ World bank insurance available– Expropriation – Currency inconvertibility – Civil war and disturbance– Unfair government action

◼ Pricing: 45 – 125 bpsCover of investment based on market value

GEOGRAPHICAL FOCUS:

Core, peripheral, satellite and current UFF regions

Satellite

Peripheral

Core country

Others highlighted:Old Mutual active

◼ Bad weather conditions last year result in food import

spending jumped over the first 4 months this year to KSh68.63 billion.*

– Central Bank of Kenya revealeda 30% y-o-y growth

– Represents 11.64% of the total import expenditures

– Purchases of corn, milk, rice,wheat and sugar

◼ Agriculture accounts for 32% of

Kenya’s GDP and generating 45% of export earnings. Moreover it provides over 70% of informal employment in rural areas**.

IMPORT BILLS + UNDER CULTIVATED LAND MAKE KENYA AN ATTRACTIVE INVESTMENT

4

Why invest in Kenya?

*Source: Ecofin Agency **National Agricultural Export Development Board (NAEB) | http://www.fao.org/nr/water/aquastat/countries_regions/KEN/index.stm

Smallholders

produce 75% of output

On average farm sizes of

+/- 0.5 – 0.75 acres

Large scale farms

produce 25% of output

On average farm sizes of

+/- 124 acres

143.3m

acres

COUNTRY

SIZE

66.7m ac

CULTIVABLE

76.6m acresNON-CULTIVABLE

51.9m acresOPPORTUNITY

FOR UFF

ONLY 14.8 ac

CULTIVATEDof which:

75%25%

66.7m acresCULTIVATABLE

Direct return

− CPI-linked lease fee: the lease is afixed percentage of the purchaseprice of the land, escalating annuallyat CPI.

− Farm expansion gives an increasedlease yield once the newdevelopments reach production.

Indirect return

− Potential capital appreciation overthe life of the Fund on the underlyinginvestment properties.

− The capital value of farm expansionsare enhanced on revaluation andexit.

Social return

− Due to enhanced worker healthcare,housing and sanitation, job creationand skills transfer ensure thatfarmland quality is maintained andcontribute to farm sustainability andcommunity empowerment. Thispotentially translates into a higherfarm value in due course.

10,6%

11,1%

10,6%

11,3%

19,7%

18,9%

7,8

%

8,7

%

8,1

%

11,1%

13,1%

16,1%

0,0%

5,0%

10,0%

15,0%

20,0%

25,0%

Since

Inception

Since

I +1yr

Since

I +2yr

Since

I +3yr

Since

I +4yr

Since

I +5yr

Since

I +6yr

2

HISTORICAL FUND PERFORMANCE SHOW INCREASING RETURNS UP TO 20%

Proposition historical performance

Futuregrowth Agri-Fund I Old Mutual Swaziland Agri-Fund Typical Agri Return-curve

◼ Old Mutual’ s historical fund performance has an progressive return development with increasing returns up to 20%

◼ Agricultural assets tend to follow a typical progressive return-curve due to lease payments starting from investment and farm expansions will appreciate over time

HISTORICAL FUND PERFORMANCE AND TYPICAL AGRI RETURN-CURVE*

*The FA-F 1 has a lifetime of over 7 years, the OMSA-F’s lifetime is only 5 year. The returns (IRR) presented are returns up to current date (Q1 2018); Return since inception is therefore the return of the full lifetime of the fund, whilethe return on ‘I + 1yr’ is the return from 1 year after fund inception up to current date. For FA-F 1 the return over the last year (‘I + 6yr’) is 18,9%, for OMSA-F this is 16,1%; both over the period Q1 2017 - Q1 2018.

EXIT STRATEGY

Exit is built into the investment model upon acquisition

6

Operator:▪ All operators normally demand a right-to-match/buy-

back at start of investment due to strategic nature of fund’s farm investment

Roll-over into succession fund:▪ As farmland investment is an inflation hedge with a

gradual capital growth and lease escalation it’s a compelling long-term investment many pension funds like to retain in portfolio

Open market:▪ Local farmland market is reasonably liquid with a

substantial new flow of international investors

COMMENTS ON EXITS FOR OLD MUTUAL KENYA AND RELATED PARTIES

▪ No exit (multiples) track record is currently available; as first fund started in 2010 and minimum investment term of 10 years is foreseen with an average of 10-15 years.

▪ What is noticed is that the 2 oldest funds within the Old Mutual stable are following a clear progressivereturn track as prognosed. The return consists of:

– A clear direct component (yearly land lease fee) and

– An indirect component (long term value appreciation);

This results in a stable return in the beginning years of the fund and progressive increasing returns in the long term as the value appreciation become visible.

▪ For the Old Mutual Agri-fund 1 the IRR over the last 2 years was ~20% (direct + indirect), which gives confidence that the current strategy will result in good exit returns.

1

Old Mutual Investment Group adheres

to the Chartered Financial Analyst

(CFA) code of ethics.

and observe the guidelines of relevant

authorities within its local jurisdiction,

such as the:

▪ Retirement Benefits Authority (RBA)

▪ Capital Markets Authority (CMA)

▪ Kenya Revenue Authority (KRA)

Auditor:

International recognized ‘big four’ auditor to be approved by Old Mutual Limited.

Valuator:

Independent farm valuator to be appointed for annual asset valuations.

FUND STRUCTURE | OLD MUTUAL EAST AFRICAN AGRICULTURAL FUND-1

8

Legal structure and management/investor relationships of the fund

The Fund (Kenyan based):OLD MUTUAL EAST AFRICAN AGRI-FUND 1

aLimited Liability Partnership (LLP)

Investors

Limited Partners (LP)

Fund Manager:

Old Mutual

Investment Group

Kenya

Investment

Manager:

UFF African Agri

InvestmentsFarm

investment

Farm

investment

Farm

investment

MANDATE TERMS | OLD MUTUAL EAST AFRICAN AGRI-FUND 1

▪ Committed Capital : KSh 10 billion (~$100m)

▪ Closed-ended, Limited Liability Partnership

▪ Approximately 5-15 farming entities

▪ 1st Close: Q4 2019

▪ Term of mandate : 14 + 1 + 1 years

▪ Domicile : Republic of Kenya (tax transparent)

▪ Target IRR: 13% p.a. in KSh (net, unleveraged)

▪ Hurdle Rate IRR: 10% p.a. in KSh (net)

▪ Management fee : 3% excl. VAT

▪ Commitment period : 5 years after 1st Close

▪ Carried interest : 20% over realized hurdle rate

9

Financial investor characteristics of the fund

AIMING TO ACHIEVE OPTIMAL FEE TO VALUE PROPOSITION

Our fee structure is designed to align the interests between the Investment Manager and the Investor

10

Fees are charged on:• Committed capital over investment period• Invested capital thereafter

❖ Clawback (payback) provision: After investment period (5 years)

Fees cover: • Deal sourcing and generation• Operational fund management • Due diligence:

• Legal• Financial• Agricultural tests• Expert consultation

FEE STRUCTURE

Base Fee:

• Base fee covering operational fund management cost:

• On committed capital during first 5 year

• On invested capital thereafter

• Fees that are being paid during commitment period aresubject to a pro-rata claw-back at the end of the 5 yearperiod

Performance Fee: are aligned to benefit the investor andgive incentive to the Fund Manager

• Incentive performance based on returns over hurdle rate

• Payment on portfolio exit realization, payable on wind-upof fund, i.e. not on valuations during investment period

11

Scenario Analysis

Available for split: 5%

Hurdle rate: 10%

Assumed performance: 15%

Investor: 80%

Fund manager:

20%

1% 4%

Excess return

Hurdle rate 10%

Investor returns

FREQUENTLY ASKED QUESTIONS (FAQs)

12

1. Where will the fund invest? No, the fund is domiciled in Kenya and will invest in the East African region i.e. Kenya, Uganda, Rwanda, Tanzania, Zambia, Mozambique.

2. Would an Investor be required to release all the funds at once? No. Once the Investor commits capital, funds will be called up when needed within the first 5 years.

3. Won’t the fund be affected by local land issues? Not necessarily. The fund will be buying large tracts of land that should have clean titles. Further, the fund would use local expertise in authenticating ownership as well as using Multilateral Investment Guarantee Agency (MIGA) insurance to mitigate any risks of expropriation.

4. Are there periodical payments to investors? Distribution payments are paid quarterly. However, different crops have different establishment times. What the fund aims to do is to have a balanced portfolio between quick yielding crops and farms that have a longer lead time. Further, the fund could also invest in the value chain to enhance value of the farm produce e.g. packing plants, manufacturing plants, juicing lines etc.

5. Is there an already existing pipeline of transactions in East Africa? We are currently building a pipeline in East Africa in parallel with fund raising. The size of the pipeline needs to be matched with the expected size of the capital raised.

6. Won’t the projects fail like the Galana Irrigation project? This is unlikely because the farms will be privately held by the fund and operated by experienced operators who have large scale operations and a strong balance sheet. UFF (Investment Manager) is currently managing 5 agri-funds, > 20 farms, ~62,000 acres, in 5 countries.

7. Who are UFF? UFF (United Farmer’s Fund) are 50% owned by Old Mutual investment Group and are the specialist agricultural fund advisor within the Old Mutual Group. UFF has a combined 200+ years of relevant experience.

KEY VALUE PROPOSITION

13

INVESTORS:

➢ Diversification:• AgriFund will enable you to diversify

beyond the common asset classes ofequities and bonds.

➢ Returns:• Old Mutual AgriFund has delivered returns

of upto 20% in the initial Agrifunds• Reduced J-curve from quarterly lease

payments• Further value uplift from exits

➢ Proven track record:• OMIG has outperformed peer

performance over a 1 and 3 year period.• Agrifund has delivered solid returns to

investors• Proven concept over multiple

geographical locations across Africa.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

BENEFITS:

➢ Contribution to food security in the region

➢ Employment benefits to local communities

➢ 6% of lease rentals are spent on ESG

improvements:

• Education

• Healthcare

• Housing

➢ Compliance with UNPRI and IFC standards on

ESG.

CONTACT DETAILS

14

UFF AFRICAN AGRI INVESTMENTS BV | Rotterdam, The Netherlands

For more information

Email: duncan.vink@uffagri.nl

OLD MUTUAL INVESTMENT GROUP| Nairobi, Kenya

For more information

Email: peter.anderson@oldmutualkenya.com

Email: Kasee.Mbao@oldmutualkenya.com

Email: omigclientservice@oldmutualkenya.com

DISCLAIMER

Old Mutual African Agricultural Fund-I PCC (“the Fund”) has been authorised by the Financial Services Commission ofMauritius to operate as a Closed End Fund under section 97 of the Securities Act of 2005.

UFF Management (Mauritius) Limited (“UFF”) has been granted a CIS Manager License under section 98 of theSecurities Act of 2005 and the Financial Services Rules of 2008, by the Financial Services Commission of Mauritius. UFFhas been granted a Category 1 Global Business License under section 72(6) of the Financial Services Act, by theFinancial Services Commission of Mauritius.

This document is expressly not intended for persons, who due to their nationality or place of residence are notpermitted access to such information under applicable law. Neither this document nor copies thereof may be sentto the United States of America, or any of its territories or possessions or areas subject to its jurisdiction, or to or for thebenefit of a U.S. person. Neither this document nor copies thereof may be sent to the United Kingdom, or any of itsterritories or possessions or areas subject to its jurisdiction, or to or for the benefit of a citizen of the United Kingdom.

More detailed information on the risks and investment strategy can be found in the respectable Preliminary PrivatePlacement Memorandum and Prospectus

15

REGULATORY INFORMATION

16

Old Mutual Investment Group (Pty) Ltd

Physical Address: Mutualpark, Jan Smuts Drive, Pinelands, 7405

Telephone number: +27 21 509 5022

Old Mutual Investment Group (Pty) Ltd (Reg No 1993/003023/07) is a licensed financial services provider, FSP 604, approved by the Registrar of Financial Services Providers(www.fsca.co.za) to provide intermediary services and advice in terms of the Financial Advisory and Intermediary Services Act 37 of 2002. Old Mutual Investment Group (Pty) Ltd is awholly owned subsidiary of Old Mutual Investment Group Holdings (Pty) Ltd and is a member of the Old Mutual Investment Group.

Market fluctuations and changes in rates of exchange or taxation may have an effect on the value, price or income of investments. Since the performance of financial marketsfluctuates, an investor may not get back the full amount invested. Past performance is not necessarily a guide to future investment performance. The investment portfolios may bemarket-linked or policy based. Investors’ rights and obligations are set out in the relevant contracts. In respect of pooled, life wrapped products, the underlying assets are owned byOld Mutual Life Assurance Company (South Africa) Limited who may elect to exercise any votes on these underlying assets independently of Old Mutual Investment Group. In respectof these products, no fees or charges will be deducted if the policy is terminated within the first 30 days. Returns on these products depend on the performance of the underlyingassets.

Disclosures: Personal trading by staff is restricted to ensure that there is no conflict of interest. All directors and those staff who are likely to have access to price sensitive andunpublished information in relation to the Old Mutual Group are further restricted in their dealings in Old Mutual shares. All employees of the Old Mutual Investment Group areremunerated with salaries and standard incentives. Unless disclosed to the client, no commission or incentives are paid by the Old Mutual Investment Group to any persons other thanits representatives. All inter-group transactions are done on an arms length basis. We outsource investment administration of our local funds to Curo Fund Services (Pty) Ltd, 35% ofwhich is owned by the Old Mutual Investment Group.

Disclaimer: The contents of this document and, to the extent applicable, the comments by presenters do not constitute advice as defined in FAIS. Although due care has been taken incompiling this document, Old Mutual Investment Group does not warrant the accuracy of the information contained herein and therefore does not accept any liability in respect ofany loss you may suffer as a result of your reliance thereon. The processes, policies and business practices described may change from time to time and Old Mutual Investment Groupspecifically excludes any obligation to communicate such changes to the recipient of this document.

This document is not an advertisement and it is not intended for general public distribution. The recipient is advised to assess the information with the assistance of an advisor ifnecessary, with regard to its compatibility with his/her own circumstances in view of any legal, regulatory, tax and other implications. The information herein does not constitute an offerto sell or a solicitation of an offer to buy any securities. This document is expressly not intended for persons who, due to their nationality or place of residence, are not permitted accessto such information under applicable law.

Old Mutual Investment Group has comprehensive crime and professional indemnity insurance. For more detail, as well as for information on how to contact us and on how to accessinformation please visit www.oldmutualinvest.com.