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ENL LAND LTD ENL INVESTMENT LIMITED

PROPOSAL AMALGAMATION

2015 17.12

ENL LAND LTDAND ENL INVESTMENT LIMITED

AMALGAMATION PROPOSAL

In respect of the Proposed Amalgamation (the “Amalgamation”) of ENL Investment Limited (“ENL Investment”) with and into ENL Land Ltd (“ENL Land”)

This amalgamation proposal, which conforms with the provisions of sections 244 to 246 and 248 of the Companies Act 2001, has been prepared in the context of the Amalgamation. It contains all the details required by section 245(1) of the Companies Act 2001 and contains or refers to certain other information required to be sent to the shareholders of ENL Land and ENL Investment under section 246(1) of the Companies Act 2001. A copy of this Amalgamation Proposal will be filed with the Registrar of Companies together with the certificates required by the Companies Act 2001.

AND

CIRCULAR TO THE SHAREHOLDERS of ENL LAND LTD

This Circular includes particulars given in compliance with the Listing Rules of The Stock Exchange of Mauritius Ltd (the «Listing Rules») with regards to the amalgamation of ENL Investment with and into ENL Land.

This Circular is deemed to be a Substantial and Related Party Transaction Circular for the purpose of the Listing Rules. The Amalgamation involves a Consideration Issue under Listing Rule 5.23 for ENL Land.

This Chapter 13 Circular has been approved by The Stock Exchange of Mauritius Ltd in conformity with the Listing Rules on 17 December 2015.

LEC/C/02/2015

17 December 2015

1ENL LAND LTD - ENL INVESTMENT LIMITED

Amalgamation Proposal and Circular to the shareholders of ENL Land Ltd

IF YOU ARE A SHAREHOLDER OF ENL LAND LTD AND/OR ENL INVESTMENT LIMITED, THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

For a full appreciation of this Amalgamation Proposal and Circular to shareholders, this document should be read in its entirety. If you are in doubt about the action you should take, you should consult your investment dealer, legal adviser or other professional adviser.

This document is neither an invitation nor a prospectus nor a statement in lieu of a prospectus for the public in Mauritius or elsewhere to subscribe for shares in ENL Land Ltd or ENL Investment Limited.

This document is intended only for the use of the person to whom it is addressed and is not to be redistributed, reproduced, or used, in whole or in part, for any other purpose.

DISCLAIMER

Neither the Listing Executive Committee («LEC») of the Stock Exchange of Mauritius Ltd («SEM»), nor the SEM, nor the Financial Services Commission («FSC») assumes any responsibility for the contents of this document. The LEC, 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 of this document.

The SEM, the LEC and the FSC do not vouch for the financial soundness of ENL Land and ENL Investment or for the correctness of any statements made or opinion expressed with regard to it.

A copy of the Amalgamation Proposal and the Circular to the shareholders of ENL Land has been filed with the FSC.



DECLARATION BY DIRECTORSThe Amalgamation Proposal includes particulars given in compliance with the Companies Act 2001, the Securities Act 2005 and any applicable rules and regulations made thereunder. The Directors, whose names appear under section 6, collectively and individually accept full responsibility for the accuracy and completeness of the information contained in this document. They furthermore confirm, having made reasonable enquiries that, to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading.

The Directors of ENL Land also declare that the proposed transaction is a related party transaction under Chapter 13 of the Listing Rules by virtue of ENL Limited being the ultimate controlling shareholder of both ENL Land and ENL Investment.

The Directors of ENL Land further state that:

> in their opinion, having made due and careful enquiry, the working capital available to ENL Land is sufficient for its present requirements, that is for at least twelve (12) months from the date of the Amalgamation Proposal;

> ENL Land has no legal or arbitration proceedings during the previous twelve (12) months which may have, or have had in the recent past, significant effects on its financial position or profitability; and

> no significant change in the financial or trading position has occurred since the end of the last published interim financial statements for the period ended 30 September 2015; and

> At 30 September 2015:

(a) the total debentures of ENL Land amounted to MUR 145 million;

(b) the total borrowings of ENL Land amounted to MUR 3.5 billion, of which MUR 3.3 billion is secured and MUR 261 million unsecured;

(c) the total mortgages and charges of ENL Land amounted to MUR 6.8 billion.

The consents given by the experts named in this document have not been withdrawn at the date of this Circular.

The Amalgamation is subject to the approval of the shareholders of ENL Land and ENL Investment respectively by special resolutions.

It is noted that:

> the respective Board of Directors of ENL Land and ENL Investment have, pursuant to an agreement made with ENL Investment under section 109(2)(b) of the Companies Act 2001, agreed that ENL Land as the Amalgamated Company will acquire the shares of the shareholders of ENL Investment voting against the resolution approving the Amalgamation and exercising their rights to require ENL Investment to acquire their shares pursuant to sections 108 and following of the Companies Act 2001 (the ‘ENL Investment Dissenting Shareholders’); and

> ENL Land as the Amalgamated Company will also acquire the shares of ENL Land shareholders voting against the resolution approving the Amalgamation and exercising their rights to require ENL Land to acquire their shares pursuant to sections 108 and following of the Companies Act 2001 (the ‘ENL Land Dissenting Shareholders’).



> Subject to the approval of the shareholders of ENL Land and ENL Investment respectively by special resolutions, the completion of the Amalgamation is expected to occur on 01 February 2016 (the ‘Effective Date’).

For and on behalf of the Board of Directors of ENL Land

Louis Rivalland

Gilbert Espitalier-Noël

Roger Espitalier Noël

Jean Raymond Hardy

Hector Espitalier-Noël

Jean Noel Humbert

Jean Claude Leclézio

Eric Espitalier-Noël

Jean Pierre Montocchio



TABLE OF CONTENTSDefinitions 6 Amalgamation proposal and circular 7Rationale behind the amalgamation 14 Particulars of the terms of the amalgamation 15 Procedures for the exchange of shares 18Statement of directors’ interests 19 Statement of directors of ENL Land and ENL Investment 19 Statement setting out the rights of shareholders 20 under section 108 of CA 2001

The proposed constitution of the amalgamated company 21Other matters 21 Additional disclosures relating to the circular 21Directors’ recommendation 23Documents available for inspection 23

Appendix 1 Group structures 24Appendix 2 The proposed Constitution 30

of the amalgamated company

Appendix 3 Copies of directors’ certificates for 51 ENL Land and ENL Investment

Appendix 4 Section 110 of the Companies Act 2001 53Appendix 5 Statement of Abstention from voting by 54

ENL Limited in Compliance with Chapter 13 of the Listing Rules

Notice of Convening to Special Meeting of Shareholders 55Proxy Form 56

1. DEFINITIONS

In this document, where the context permits, the abbreviations set out below bear the following meanings:

Amalgamation The proposed amalgamation of ENL Investment with and into ENL Land as described in this Amalgamation Proposal

Amalgamated Company The amalgamated company is described in paragraph 2.2

Amalgamation Proposal This document which sets out the terms of the Amalgamation in accordance with sections 244 to 246 and 248 of the CA 2001

CA 2001 Companies Act 2001

CDS The Central Depository & Settlement Co Ltd

Circular This document prepared in accordance with the Listing Rules issued by the SEM

DEM The Development & Enterprise Market of the SEM

DEM Rules The rules governing securities listed on the DEM

Dissenting Shareholder A shareholder of ENL Land or ENL Investment, as the context requires, who at the special meeting of the shareholders of ENL Land or ENL Investment, casts all the votes attached to the shares registered in his name and for which he is the beneficial owner against the approval of the Amalgamation

Effective Date The effective date of the Amalgamation shall be as set out in paragraph 2.1

ENL Group ENL Limited and its subsidiaries

ENL Investment ENL Investment Limited, a public company (File No C14435 and BRC No C06014435) with limited liability registered under the laws of Mauritius

ENL Investment shares Ordinary shares in the capital of ENL Investment

ENL Land ENL Land Ltd, a public company (File No 25 and BRC No C06000025) with limited liability registered under the laws of Mauritius

ENL Land shares Ordinary shares in the capital of ENL Land

EPS Earnings per share

Joint Independent Valuers Ernst & Young Mauritius and PricewaterhouseCoopers Ltd

Listing Rules The rules governing securities listed on the Official Market of the SEM

MUR Mauritian Rupees

NAV Net Asset Value

NMH New Mauritius Hotels Limited

Ordinary Shares Ordinary shares of the Amalgamated Company

SEM The Stock Exchange of Mauritius Ltd, as established under the repealed Stock Exchange Act 1988 and now governed by the Securities Act 2005 as amended

Share Exchange Ratio Has the meaning set out in paragraph 4.2

Valuation Report The valuation report of the Independent Valuers dated 19 November 2015

VLH VLH Holding Ltd



2. AMALGAMATION PROPOSAL AND CIRCULAR

2.1 ContextThe Amalgamation Proposal and Circular, which conforms with the provisions of sections 244 to 246 and 248 of CA 2001 and the Listing Rules, has been prepared in the context of the proposed amalgamation of ENL Investment with and into ENL Land (the ‘Amalgamation’). It contains all the details required by section 245(1) of the CA 2001 and Chapter 13 of the Listing Rules and contains or refers to certain other information required to be sent to the shareholders of ENL Land and ENL Investment under section 246(1) of the CA 2001.

The Effective Date of the Amalgamation is expected to be on 01 February 2016.

2.2 The Amalgamated and Amalgamating CompaniesThe Amalgamated Company will be ‘ENL Land Ltd’. The registered office of the Amalgamated Company will be ENL House, Vivéa Business Park, Moka.

The amalgamating company will be ‘ENL Investment Limited’. Its registered office is ENL House, Vivéa Business Park, Moka.

2.3 Details of the AmalgamationWhen the Amalgamation takes effect:

> ENL Land and ENL Investment will merge and the Amalgamated Company will continue as the surviving entity;

> all property, rights, powers, privileges, liabilities and obligations of ENL Investment shall become the property, rights, powers, privileges, liabilities and obligations of the Amalgamated Company;

> ENL Investment will be removed from the register of the Registrar of Companies;

> ENL Investment will cease to exist as a separate legal entity;

> any proceedings which may be pending by, or against, ENL Investment may be continued by, or against, the Amalgamated Company;

> any conviction, ruling, order or judgment in favour of, or against, ENL Investment may be enforced by, or against, the Amalgamated Company;

> ENL Investment shareholders will receive ENL Land shares as provided herein and their ENL Investment shares will then be cancelled; and

> the shares of ENL Investment owned by ENL Land will be cancelled without payment or the provision of other consideration when the amalgamation becomes effective in accordance with section 245(3) of CA 2001.

Should the Amalgamation be completed on the Effective Date:

> the last date of dealings in ENL Investment shares on the DEM is expected to be 26 January 2016;

> following the Amalgamation, the admission to listing of ENL Investment will be cancelled from the DEM on the Effective Date;

> dealings in the Ordinary Shares of the Amalgamated Company are expected to commence on 15 February 2016.



2.4 Calendar of eventsThe table below shows the calendar for the Amalgamation:

CALENDAR FOR AMALGAMATION PROPOSAL

Meetings of the Board of Directors of ENL Land and ENL Investment 19 November 2015

Special meetings of the shareholders of ENL Land and ENL Investment 15 January 2016*Last day for shareholders of ENL Investment to deposit share certificates of ENL Investment in order to trade on the first trading day of the Amalgamated Company 20 January 2016Last trading session of ENL Investment shares on the DEM and suspension of dealings of ENL Investment shares on the DEM 26 January 2016

Record date for shareholders of ENL Investment to receive shares in the Amalgamated Company 29 January 2016

Effective Date of the Amalgamation 01 February 2016Issue of new Ordinary Shares of the Amalgamated Company to ENL Investment shareholders and subsequent admission of those new Ordinary Shares on the SEM 09 February 2016

First trading day of the Ordinary Shares of the Amalgamated Company on the Official Market of the SEM 15 February 2016

*The shareholders who vote against the Amalgamation shall have fourteen (14) days as from the date of the special meetings to request ENL Land and ENL Investment to purchase their shares.

2.5 Corporate information 2.5.1 ENL Land Ltd

2.5.1.1 Company Background & Principal Activities

ENL Land is a limited liability company incorporated and domiciled in Mauritius. The registered office of the company is ENL House, Vivéa Business Park, Moka. The holding company of ENL Land is ENL Limited. The ultimate holding entity is Société Caredas, a ‘société civile’ registered in Mauritius.

The operations of the group are led by ENL Agri Limited and ENL Property Limited, two subsidiaries which are focused on creating value and sustainable sources of income for the group.

ENL Agri Limited believes in a sustainable and profitable agricultural activity; the cultivation of sugar cane on approximately 12,000 arpents of land belonging to ENL Land stands out as the major activity of the cluster. ENL Agri Limited has successfully ventured into landscaping and animal farming. Food crops and plant nursery complete the portfolio of revenue centres. ENL Agri Limited is also engaged in the safeguarding and maintenance of ENL Land’s land bank.

ENL Property Limited is dedicated to developing environmentally sustainable, strategically located and economically viable property projects. ENL Property’s activities span from planning, conception and design, finance, construction to property management as well as marketing and sales expertise.

ENL Land also owns a 28.35% stake in ENL Investment.

ENL Land is part of the SEM-10 with a market capitalization of MUR 11.1 billion as at 30 October 2015.

At 30 September 2015, the stated capital of ENL Land was MUR’000 6,030,058 made up of 230,501,198 ordinary shares of no par value and 3,362,261 redeemable preference shares of no par value.



The name of the auditors of ENL Land, its principal bankers, legal advisor, notaries and share registry are as follows:

Auditors BDO & Co10 Frére Felix de Valois StreetPort-Louis

Principal Bankers AfrAsia Bank LtdBowen Square, 10, Dr Ferrière Street, Port Louis

Bank One Ltd16, Sir William Newton Street, Port Louis

Barclays Bank PLC6th Floor, Barclays House 68-68A, Cybercity, Ebene,

SBI (Mauritius) Ltd34, Sir William Newton Street, Port Louis

SBM Bank (Mauritius) LtdState Bank Tower, 1 Queen Elizabeth II Avenue, Port Louis

The Mauritius Commercial Bank Ltd9-15, Sir William Newton Street, Port Louis

Legal Advisor and Notaries ENSafrica (Mauritius)Benoit ChambersMe Bernard d’Hotman de VilliersMe Jean-Pierre Montocchio

Share Registrar MCB Registry and Securities LtdSir William Newton StreetPort Louis

2.5.1.2 Group structure

The group structure of ENL Land before the amalgamation in Appendix 1.

2.5.1.3 Financial highlights

The financial highlights of ENL Land (the Company) for the financial years ended 30 June 2013, 2014 and 2015 and the three months period ended 30 September 2015 are as follows:

The CompanyUnaudited

Three months endedAudited

Financial year ended

30 September

201530 June

2015 30 June

2014 30 June

2013

Total assets MUR’000 21,918,185 21,707,597 22,032,559 17,663,629

Equity holders’ interests MUR’000 19,570,804 19,657,552 20,142,981 15,820,882

Non-controlling interests MUR’000 - - - -

Total equity MUR'000 19,570,804 19,657,552 20,142,981 15,820,882

Revenue MUR'000 17,278 287,807 347,929 227,873

(Loss)/Profit before taxation MUR'000 (40,562) 471,114 485,130 674,008

(Loss)/Profit for the period/year MUR'000 (40,562) 471,114 485,130 669,694

Basic (loss)/earnings per share from continuing activities MUR (0.17) 2.00 2.06 2.86

Net assets per share MUR 84 85 87 68



The financial highlights of ENL Land (the Group) for the financial years ended 30 June 2013, 2014 and 2015 and the three months period ended 30 September 2015 are as follows:

The GroupUnaudited



30 September

201530 June

2015 30 June

2014 30 June

2013

Total assets MUR’000 26,313,897 25,098,672 24,352,919 20,009,285


Non-controlling interests MUR’000 807,452 491,512 332,553 467,148

Total equity MUR’000 20,940,648 20,606,160 20,464,935 16,057,123

Sales MUR’000 733,658 1,652,140 963,564 561,496

Profit before taxation MUR’000 60,734 582,203 838,351 1,396,522

Profit for the period/year MUR’000 60,784 570,740 831,759 1,563,555

Basic earnings per share from continuing activities MUR 0.27 2.21 3.17 5.89

Dividend per share MUR - 1.32 1.25 1.20


2.5.1.4 Significant change in the Company’s Financial or Trading Position

There has been no significant change in the financial or trading position of ENL Land since the last published audited financial statements for the year ended 30 June 2015.

2.5.2 ENL Investment Limited

2.5.2.1 Company background & principal activities

ENL Investment is a limited liability company incorporated and domiciled in Mauritius. Its registered address is ENL House, Vivéa Business Park, Moka. The holding company is ENL Limited, incorporated in Mauritius. The ultimate holding entity is Société Caredas, a ‘société civile’ registered in Mauritius.

ENL Investment is ENL Limited’s investment arm. Primarily focused on late-stage strategic equity investment, ENL Investment works closely with the management of selected companies to enhance their profitability and growth prospects.

With a value of MUR 6.6 billion in 2015 ENL Investment’s portfolio includes leading Mauritian groups of companies such as Rogers and Company Limited, Avipro Ltd, Management and Development Company Ltd as well as in NMH and Tropical Paradise Co Ltd.

Through these companies, ENL Investment has a strong involvement in the travel and hospitality industry, the agro-industrial sector as well as in finance, logistics and real estate, which is in line with its strategy to secure a strong presence in the main sectors driving the national economy.

ENL Investment had a market capitalisation of MUR 4 billion as at 30 October 2015.

At 30 September 2015, the stated capital of ENL Investment was MUR’000 862,891 made up of 86,289,139 ordinary shares of MUR 10 each.

2.5.2.2 Group structure

The group structure of ENL Investment before the amalgamation is in Appendix 1.



2.5.2.3 Financial highlights

The financial highlights of ENL Investment (the Company) for the financial years ended 30 June 2013, 2014 and 2015 and the three months ended 30 September 2015 are as follows:

The CompanyUnaudited

Three months endedUnaudited


30 September

201530 June

2015 30 June

2014 30 June

2013

Total assets MUR’000 6,613,437 6,787,142 6,817,113 6,560,482


Non-controlling interests MUR’000 - - - -

Total equity and reserves MUR’000 6,049,583 6,150,230 6,206,013 5,877,432

Revenue MUR’000 1,175 173,270 182,865 360,373

(Loss)/Profit before taxation MUR’000 (15,496) 92,215 101,161 408,398

(Loss)/Profit for the period/year MUR’000 (15,496) 91,531 100,422 406,804

Basic (loss)/earnings per share MUR (0.18) 1.06 1.16 4.71


The financial highlights of ENL Investment (the Group) for the financial years ended 30 June 2013, 2014 and 2015 and the three months period ended 30 September 2015 are as follows:

The GroupUnaudited



30 September

201530 June

2015 30 June

2014 30 June

2013

Total assets MUR’000 30,813,732 25,390,338 23,694,220 19,849,982


Non-controlling interests MUR’000 10,088,378 9,478,943 8,976,203 6,643,314

Total equity and reserves MUR’000 17,914,901 17,250,361 16,389,478 13,585,471

Revenue MUR’000 1,944,175 7,162,987 6,207,036 4,928,529

Profit before taxation MUR’000 176,219 1,316,981 872,713 2,210,695

Profit for the period/year MUR’000 147,319 1,207,497 835,073 2,226,301

Earnings per share MUR 0.70 5.60 3.99 18.05

Dividend per share MUR - 1.54 1.50 1.50


2.5.2.4 Significant change in the Company’s Financial or Trading Position

There has been no significant change in the financial or trading position of ENL Investment since the last published audited financial statements for the year ended 30 June 2015.



2.5.3 Amalgamated Company

The Amalgamated Company’s condensed consolidated statement of profit or loss and other comprehensive income post Amalgamation for the financial year ended 30 June 2015, based on the assumption that the Amalgamation occurred on 30 June 2014, is as follows:

MUR’000Amalgamated

30 June 2015

Revenue 10,052,808

Operating profit 600,838

Exceptional items 395,451

Fair value gain on investment properties 376,921

Share of results of associated companies and jointly-controlled entities 735,391

Finance costs (509,217)

Profit before taxation 1,599,384

Income tax expense (127,313)

Profit for the year 1,472,071

Profit after taxation attributable to:-

Equity holders of the company 938,019

Non-controlling interests 534,052

The Amalgamated Company’s condensed consolidated statement of financial position post Amalgamation as at 30 June 2015, based on the assumption that the Amalgamation occurred on 30 June 2014, is as follows:

MUR’000Amalgamated

30 June 2015

ASSETS

Property, plant and equipment 18,689,729

Investment properties 9,912,586

Investments in associated companies and jointly controlled entities 10,049,126

Other non-current assets 2,208,180

40,859,621

Current assets 5,620,040

Assets classified as held for sale 28,712

Total assets 46,508,373

EQUITY AND LIABILITIES

Equity holders’ interests 25,645,572

Non-controlling interests 8,266,423

Total equity and reserves 33,911,995

Non-current liabilities 6,712,647

Current liabilities 5,883,731

Total equity and liabilities 46,508,373



2.5.4 Information for ENL Land, ENL Investment and the Amalgamated Company

Information for ENL Land, ENL Investment and the Amalgamated Company

Amalgamated Company ENL Land ENL Investment

Chairman Mr RIVALLAND Jean Michel LouisDr Ernest Harel Street, Floreal

Mr RIVALLAND Jean Michel LouisDr Ernest Harel Street, Floreal

Mr ESPITALIER-NOEL Marie Maxime HectorBagatelle, Moka

Directors Mr ESPITALIER-NOEL Marie Maxime Hector Bagatelle, Moka

Mr ESPITALIER-NOEL Marie André Eric Royal Road, Helvetia, Saint Pierre

Mr ESPITALIER-NOEL Marie Edouard Gilbert Royal Road, Moka

Mr ESPITALIER NOEL Marie Patrick Roger 28 Angus Road, Vacoas

Mr HUMBERT Noel Jean Allée des Tamariniers, Morcellement Carlos, Rivière Noire

Mr HARDY Gérard Jean-Raymond Wolmar, Flic en Flac

Mr LECLEZIO Marie Alexis Jean-Claude Robert Coastal Road, Roches Noires

Mr MONTOCCHIO Marie Joseph Jean-Pierre Royal Road, Saint Pierre

Mr ESPITALIER NOEL Joseph Edouard Gerard Villa Luna Royal Road, Tamarin

Mrs CORNEILLET Virginie Anne Allée De Vieux Moulin, Morcellement Swan, Pereybere & Bain Boeuf

Mr OOSMAN Mushtaq Kiwi Avenue, Sodnac, Quatre Bornes

Mr ESPITALIER-NOEL Marie Maxime Hector Bagatelle, Moka




Mr HUMBERT Noel Jean Allée des Tamariniers, Morcellement Carlos, Rivière Noire

Mr HARDY Gérard Jean-Raymond Wolmar, Flic en Flac

Mr LECLEZIO Marie Alexis Jean-Claude Robert Coastal Road, Roches Noires

Mr MONTOCCHIO Marie Joseph Jean-Pierre Royal Road, Saint Pierre


Mr ESPITALIER NOEL Joseph Edouard Gerard Villa Luna Royal Road, Tamarin



Registered Office

ENL House, Vivéa Business Park, Moka, Mauritius



Address for services




Company secretary

ENL LimitedENL House, Vivéa Business Park, Moka, Mauritius





3. RATIONALE BEHIND THE AMALGAMATION

ENL Land’s activities encompass property development, agribusiness and investment holding and ENL Investment has an operational base generating significant operating profits and cash flows whilst holding important stakes in the Food and Allied Group, NMH and the Swan Group.

The two entities are considering an Amalgamation with the belief that untapped resources will emerge from the enlarged entity and thus provide a strong foundation for its dynamic development. The rationale for the proposed amalgamation is spelt out below.

Broadening of Assets

ENL Land is the land depository of the ENL Group, owning and looking after some 16,000 arpents located in the centre and the south of Mauritius. Its main objective is to optimise the financial yield of its land assets through agriculture and property development. On the other hand, ENL Investment has significant operational activities, conducted via the Rogers Group, and encompassing notably hospitality, logistics, property and financial services.

The Amalgamation will generate a new dynamism which is expected to enhance shareholder value. It will bring a diversified set of businesses under one umbrella and thus give birth to a stronger entity with broader asset and activity bases and capable of generating significant operational profits and cash flows. The merged entity will make use of its substantial resources to spur its growth both locally and internationally.

With an asset base of more than MUR 40 billion and a strong presence on the SEM as the third largest company by market capitalisation, the Amalgamated Company will have the advantage of size to raise capital from the market and be able to find winning partnerships, especially in the context of regional expansion. The Amalgamation will thus open the doors to a new era of growth and development.

Moreover, the shareholders of ENL Investment will benefit from improved liquidity from holding shares in a company listed on the Official Market as compared to the DEM.

Common vision

ENL Limited is the controlling shareholder of both ENL Investment and ENL Land with an effective interest of around 70% in the two companies. The Amalgamation streamlines this shareholding and aligns shareholders’ interests. Both companies share the same strategic vision and objectives as set out by the holding company, namely to maximise the financial yield of land and other assets in the most sustainable way possible.

The initiative to the amalgamation along with the strategic perspective will enable a quantum leap in the performance of the Amalgamated Company in each sector in which it is present.

Hospitality

The investments in the hospitality sector include stakes in VLH and NMH as well as Tropical Paradise & Co Ltd.

VLH owns and operates six hotels in Mauritius under two brands, namely, Heritage Resorts and Veranda Resorts. The product offering includes the Veranda Resorts situated mainly on the northern part of the island and the Heritage Resorts together with a golf course within the Domaine de Bel Ombre. Revenues and profits have been increasing steadily and VLH is expected to benefit from the recovery of the tourism industry.

Upon the merger, ENL Land will hold 23.4% of NMH, the leading luxury hotel group in Mauritius with eight hotels in Mauritius, one in Seychelles and one in Morocco under the Beachcomber brand. The financial restructuring, which entailed the issue of shares and corporate bonds and the rescheduling of its debts, was recently completed and has provided NMH with the breathing space to continue its development.

Logistics

Logistics is expected to be a major business activity of the Amalgamated Company. The activities are conducted via Velogic which is positioned as a regional player, with a marked presence in several African countries. This sector is set to experience a major boost considering Government’s plans to invest in the port infrastructure and is expected to be an important instrument in the Amalgamated Company’s strategy for regional expansion.



Agro-industry

Agro-industrial activities will remain a mainstay for the Amalgamated Company.

A significant portion of the extensive land assets will continue to be devoted to sugar cane plantation. In addition, other activities such as poultry farming, cattle rearing, vegetables, flowers, nurseries and landscaping are also undertaken. Various complementary activities are being explored to further grow the business.

This cluster will also include an important stake in the Food and Allied Group, which is expected to contribute significantly to the profitability of the segment.

Financial services

The financial services cluster is spearheaded by Rogers Capital. It includes investment in Consilex, Kross Border and the Swan Group. New products are being developed to cater for the requirements of institutional and individual clients. Rogers Capital will also embark on new business development initiatives leveraging on the international presence of the Rogers Group to take the Global Business activities to a higher level. This cluster promises to be an important contributor to the Amalgamated Company’s turnover and profitability.

Property

Property development is another important lever to increase the financial yield of the significant land assets of the Amalgamated Company. The objective is to convert strategically located agricultural land into yielding assets to generate further significant recurring income and cash flows for ENL Land.

As it stands, ENL Property, a subsidiary of ENL Land, is already operating in close synergy with the property cluster of Rogers which holds the main shopping centres in Mauritius via Ascencia. It is expected that the Amalgamation will not only deepen the existing collaboration but also extend it further to other sectors of activity.

Considerable expertise and experience have been acquired in the field of property development and management. A strong team of professionals who master the whole spectrum of competencies are brought in play right from project design to execution, from finance to sales and marketing as well as property and asset management. The group will be in a position to ensure that properties built are of the highest standards and are managed in a way that preserves and enhances their value over time.

The Board of Directors of ENL Land and ENL Investment are thus confident that the Amalgamation is in the best interest of their stakeholders as it will generate a new dynamism which will enhance shareholders’ value in the future.

4. PARTICULARS OF THE TERMS OF THE AMALGAMATION

The Amalgamation is subject to shareholders’ approval at the special meeting scheduled on 15 January 2016.

4.1 Exchange of sharesThe directors of ENL Land and ENL Investment have appointed Ernst & Young Mauritius and PricewaterhouseCoopers Ltd as Joint Independent Valuers to determine the Share Exchange Ratio.

Ernst & Young Mauritius and PricewaterhouseCoopers Ltd have relied on Gexim Real Estate Ltd and Noor Dilmohamed & Associates Ltd for the valuation of the land.

Mr Ahmad Noorani Dilmohamed was a director of International Valuers Limited, a subsidiary of ENL Land, and resigned on 13 October 2014.

In consideration for the Amalgamation, ENL Land will issue new ordinary shares to ENL Investment’s shareholders. ENL Investment shareholders whose name appear on the share register of ENL Investment on 29 January 2016 will receive 1.057 new ordinary shares of ENL Land for each ENL Investment share (the ‘Share Exchange Ratio’) registered in their name on 29 January 2016. The Share Exchange Ratio has been determined by the Independent Valuers.



4.2 Share Exchange RatioThe Share Exchange Ratio has been determined on the following basis:

ENL Investment ENL Land

Value* (MUR’million) 7,291 18,430

Number of ordinary shares 86,289,139 230,501,198

Share Exchange Ratio

ENL Investment : ENL Land 1:1.057

*Source: Summary of Valuation Report

A summary of the valuation report prepared by the Independent Valuers in respect of the Share Exchange Ratio is available for inspection during normal business hours at the registered offices of ENL Land and ENL Investment until 15 January 2016.

4.3 Number of shares to be issued by the Amalgamated Company to ENL Investment’s shareholders

If the Amalgamation is approved by the shareholders of ENL Land and ENL Investment respectively, the Amalgamated Company will issue up to 65,345,838 new Ordinary Shares to the shareholders of ENL Investment as determined below:

Number of ENL Investment Shares Note 1 61,821,985

Share Exchange Ratio 1.057

Maximum Number of new Ordinary Shares to be issued by ENL Land 65,345,838

Note 1: The number of ENL Investment shares excludes shares held by ENL Land in ENL Investment

The Amalgamated Company will not issue fractional shares. The number of shares to be issued will be rounded down to the nearest integer when fractions occur. Fractions of shares resulting from the conversion of ENL Investment shares into Ordinary Shares of the Amalgamated Company will be grouped into a pool of shares which will be sold on the Official Market of the SEM and refunded pro-rata to the holders of ENL Investment shares, net of brokerage fees.

At the date of this Amalgamation Proposal, the stated capital of ENL Land is made up of 230,501,198 ordinary shares of no par value and 3,362,261 non voting redeemable preference shares of no par value.

Upon completion, there may be a change to the exact amount of ENL Land new Ordinary Shares to be issued to ENL Investment shareholders on the Effective Date as a result of ENL Investment Dissenting Shareholders exercising their rights to require ENL Investment to acquire their shares pursuant to sections 108 and following of the CA 2001. The shares acquired will be held as treasury shares as further explained in section 8.

The new Ordinary Shares which will be issued to the shareholders of ENL Investment by the Amalgamated Company at completion will rank pari passu with the existing Ordinary Shares of the Amalgamated Company. The rights, privileges and conditions attached to the Ordinary Shares of the Amalgamated Company are set out in section 46(2) of the CA 2001. All ENL Investment shares will be immediately cancelled upon the issue to the ENL Investment’s shareholders of the new Ordinary Shares of the Amalgamated Company.

The shares held by ENL Land in ENL Investment shall be cancelled without payment or the provision of other consideration when the Amalgamation becomes effective.

4.4 Statement from the Independent ValuersThe Independent Valuers, whose names and qualifications are in the Valuation Report dated 19 November 2015 state that:

> they do not hold shares in ENL Land or ENL Investment or have the right to subscribe for or nominate persons to subscribe for shares in ENL Land or ENL Investment;

> they have given and have not withdrawn their written consent to the form and content of the Valuation Report; and

> the statements set out above were made on 17 September 2015 by Ernst & Young Mauritius and 29 October 2015 by PricewaterhouseCoopers Ltd for incorporation in the document.



4.5 Share Capital4.5.1 Stated Capital

The stated capital of ENL Land as per the last audited financial statements for the year ended 30 June 2015 is set out below:

MUR’000

230,501,198 ordinary shares at no par value 5,895,568

3,362,261 non voting redeemable preference shares at no par value 134,490

Total 6,030,058

ENL Land ordinary shares are in registered form.

If the Amalgamation is approved by the shareholders of ENL Land and ENL Investment, ENL Land will issue up to 65,345,838 new Ordinary Shares of no par value to ENL Investment shareholders whose name appear on the share register of ENL Investment on 29 January 2016. ENL Land will apply to SEM for the listing of the new ENL Land shares. The issue of new ENL Land Ordinary Shares to the shareholders of ENL Investment will constitute a “Consideration Issue” under Listing Rule 5.23. Accordingly, no Listing Particulars are required in respect of the new ENL Land Ordinary Shares that will be issued to the ENL Investment shareholders. All of the information required for a “Consideration Issue” has been included in this Amalgamation Proposal.

ENL Land Ordinary Shares that will be issued in exchange for shares of ENL Investment will carry the same rights, privileges and conditions as the ENL Land shares currently in issue. Those rights, privileges and conditions are set out in section 46(2) of CA 2001. All ENL Investment shares will be immediately cancelled upon the issue of new ENL Land Ordinary Shares.

4.5.2 Shareholding Structure

The table below highlights shareholders holding more than 5% of the stated capital of ENL Land as at 30 September 2015, as well as the dilution effect following the Amalgamation.

Pre-Amalgamation Post-Amalgamation

Shareholders % Holding % Holding

ENL Limited 52.08 52.88

ENL Finance Limited 16.66 16.40

The new group structure post Amalgamation is in Appendix 1.

4.5.3 Dilution Impact

Total number of ordinary shares

Current 230,501,198

Following new issue of shares 295,847,036

Dilution 22.09%

As a result of the Amalgamation and issue of new ordinary shares of ENL Land to the ENL Investment shareholders, the maximum dilution per share for a shareholder of ENL Land who is not also a shareholder of ENL Investment has been estimated to be 22.09%.



4.6 Estimated Expenses for the AmalgamationProfessional expenses associated with the amalgamation, which will be borne by ENL Land, amount to MUR 5.3 million.

Details of the estimated expenses are broken down as follows:

Details MUR'000

Consultancy fees 4,700

Postage and printing fees 429

Listing Fees 110

Total estimated costs 5,284

5. PROCEDURES FOR THE EXCHANGE OF SHARES

This section applies to ENL Investment shareholders only.

Shares held through CDS

Promptly after the Effective Date, ENL Investment shares held through the CDS will be automatically converted into new ENL Land Ordinary Shares by applying the Share Exchange Ratio.

Shares not held through CDS

Promptly after the Effective Date, MCB Registry and Securities Ltd, the Share Registrar, will issue share certificates for the new Ordinary Shares of the Amalgamated Company to ENL Investment shareholders who hold ENL Investment share certificates. The share certificates will be sent by post to those shareholders.

Pledged shares

Following the amalgamation, all ENL Investment shares will be converted into ENL Land shares, those ENL Investment shares which have been pledged shall be cancelled on the Effective Date. It is important that ENL Investment shareholders whose shares are pledged make all necessary arrangements with their respective pledgees, and provide to ENL Land written evidence of the pledgee’s acceptance of either (a) the release of their ENL Investment shares from pledge by 20 January 2015, or (b) the transfer of the pledge of their ENL Land shares. A letter will be sent to all ENL Investment shareholders who have pledged ENL Investment shares in that respect.

Usufruct

A shareholder of ENL Investment holding a share with an usufruct would see his/her share converted in ENL Land shares with a similar usufruct as those previously held in ENL Investment.

Fractional shares

No fractional shares will be issued to ENL Investment shareholders. Instead they will be paid cash in lieu. Fractional shares will be grouped in a pool of shares which will be sold by ENL Corporate Services Limited, who is the Trustee, and paid pro rata to the shareholders net of brokerage fees. The payment will be effected by MCB Registry and Securities Ltd, and the cheques will be sent to the respective ENL Investment shareholders by post.

Other payment

No payment will be made to a shareholder or director of ENL Investment in the context of the Amalgamation other than a payment for a fraction of ENL Investment share as detailed in section 4.3.



6. STATEMENT OF DIRECTORS’ INTERESTSStatement of Interests of Directors of ENL Land and ENL Investment as at 30 June 2015

Directors

% Shareholding ENL Land

Ordinary SharesNon Voting Redeemable

Preference SharesDirect Indirect Direct Indirect

Louis Rivalland (Chairman) - - - -

Eric Espitalier-Noël - 6.16 - -

Gilbert Espitalier-Noël - 6.08 - -

Hector Espitalier-Noël - 6.58 - 0.06

Roger Espitalier Noël - 0.91 - -

Jean Noel Humbert - - - -

Jean-Raymond Hardy - 0.02 - -

Jean Claude Leclezio - - - -

Jean-Pierre Montocchio - 0.15 - 0.05

Directors% ShareholdingENL Investment

Direct Indirect

Hector Espitalier-Noël (Chairman) 0.04 6.78

Eric Espitalier-Noël 0.12 6.34

Gerard Espitalier Noël 0.03 0.61

Gilbert Espitalier-Noël - 6.34

Roger Espitalier Noël - 0.95

7. STATEMENT OF DIRECTORS OF ENL LAND AND ENL INVESTMENT

The Boards of Directors of ENL Land and ENL Investment respectively have approved the terms of this Amalgamation Proposal on 19 November 2015 and recommend the approval of the Amalgamation to their respective shareholders.

The Directors of ENL Land and ENL Investment who have approved this Amalgamation Proposal are of the view that:

> the Amalgamation is in the best interest of both companies and their shareholders; and

> if the Amalgamation is approved by shareholders of ENL Land and ENL Investment, the Amalgamated Company will satisfy the solvency test immediately after the Amalgamation.

Copies of the certificates under section 246(2) of CA 2001 are set out in Appendix 3.



8. STATEMENT SETTING OUT THE RIGHTS OF SHAREHOLDERS UNDER SECTION 108 OF CA 2001

Dissenting Shareholders may Require their Company to Purchase their Shares

Section 108 of the CA 2001 reads as follows:

“A shareholder may require a company to purchase his shares where –

(a) a special resolution is passed under –

(i) section 105(1)(a) for the purposes of altering the constitution of a company with a view to imposing or removing a restriction on the business or activities of the company; or

(ii) section 105(1)(c) or (d) and

(b) the shareholder -

(i) cast all the votes, attached to shares registered in his name and for which he is the beneficial owner, against the resolution; or

(ii) where the resolution to exercise the power was passed under section 117, did not sign the resolution.”

The law requires that the shareholders of ENL Land and ENL Investment approve the Amalgamation by a special resolution. If, at the meeting of shareholders convened for the specific purpose of considering and (if thought fit), approving the Amalgamation, a shareholder casts all of the votes attached to the shares registered in his name and for which he is the beneficial owner against the approval of the Amalgamation, but the Amalgamation is nevertheless approved, that Dissenting Shareholder may require ENL Land or ENL Investment, as the case may be, to purchase his or her shares under section 108 of CA 2001.

It is noted that:

> the Boards of Directors of ENL Land and ENL Investment have, pursuant to an agreement made with ENL Investment under section 109(2)(b) of CA 2001, agreed that ENL Land will acquire the shares of ENL Investment’s Dissenting Shareholders;

> ENL Land will also acquire the shares of ENL Land Dissenting Shareholders.

Notice Requiring Purchase of Shares

A Dissenting Shareholder must, within 14 days of the date of the special meeting of shareholders approving the Amalgamation, give written notice to ENL Land or ENL Investment, as applicable, requiring ENL Land to purchase his or her shares at a price equivalent to the price at which such shares are traded on the Official Market of the SEM as at the close of business on the day prior to the date at which the vote of shareholders approving the Amalgamation is taken. Please refer to Appendix 4 which sets out section 110 of the CA 2001.

Within 28 days of receipt of the notice, the Boards of ENL Land and ENL Investment will give written notice of their decision to the relevant Dissenting Shareholders as well as to the other shareholders of ENL Land and ENL Investment.

Within 7 days of issuing the above written notice, ENL Land will state the price for the shares being bought, which is the market price on the last day of trading before the special meeting of shareholders, and notify in writing the Dissenting Shareholders exercising their buy-outs rights accordingly.

Purchase of Shares

If the Amalgamation is approved, ENL Investment will, upon the Effective Date, cease to exist. All obligations of ENL Investment will be assumed by the Amalgamated Company as from the Effective Date.

Subject to Completion, the purchase of shares of Dissenting Shareholders will be carried out on the Official Market of the SEM and settled through the CDS. Dissenting Shareholders whose shares are not held through the CDS are requested to make appropriate arrangements at latest by 29 January 2016.



Dissenting Shareholders who have requested a mandatory buy out under sections 108 and following of CA 2001, and who have pledged their shares in ENL Land and/or ENL Investment must make appropriate arrangements with their respective pledgees, and give the necessary instructions to ENL Land for the payment instructions in relation to the transfer of their shares (including payment to the pledgee) under section 108 of CA 2001. ENL Land will be entitled to withhold payment of the transfer price of the Dissenting Shareholders’ shares until payment instructions have been given, and such shares have been released from pledge.

Shares of Dissenting Shareholders of ENL Land and ENL Investment purchased by ENL Land, if any, will be held as treasury shares if it represents less than 15% of ENL Land total share capital. Shares of Dissenting Shareholders of ENL Land and ENL Investment purchased by ENL Land in excess of this threshold of 15% (if applicable) will be cancelled.

9. THE PROPOSED CONSTITUTION OF THE AMALGAMATED COMPANY

The proposed constitution of the Amalgamated Company is set out in Appendix 2.

10. OTHER MATTERS

If the Amalgamation is approved by the shareholders of ENL Land and ENL Investment, ENL Land will, upon completion of the Amalgamation, be responsible for the subsequent management and operation of the business of ENL Investment as part of ENL Land.

11. ADDITIONAL DISCLOSURES RELATING TO THE CIRCULAR

This Circular has been prepared in accordance with Chapter 13 of the Listing Rules 13 - Substantial and Related Party Transaction.

Substantial Transaction

Under Listing Rule 13.9, a substantial transaction is an acquisition or realisation of assets by a listed company where the value of the assets acquired or realised represents 50% or more of the consolidated net assets of the acquiring or realising group. In the present case, there is no acquisition or realisation but an amalgamation of two entities (ENL Land and ENL Investment) with one remaining company, namely ENL Land. The profit before taxation of ENL Investment is 2.26 times that of ENL Land for the financial year ended 30 June 2015. Hence for ENL Land, the Amalgamation is considered to be a substantial transaction under Listing Rule 13.9.

Related Party Transaction

The proposed Amalgamation of ENL Land and ENL Investment constitutes a related party transaction under Chapter 13 of the Listing Rules in much as ENL Limited is the controlling shareholder of both companies.

ENL Limited effective holding in ENL Land stands at 68.74% as at 30 June 2015.

ENL Limited effective holding in ENL Investment stands at 70.71% as at 30 June 2015.

The Amalgamation is therefore subject to an independent shareholders’ approval. ENL Limited, being the majority shareholder of both companies, is considered to have a material interest in the transaction. Hence ENL Limited will not be entitled to vote at the meeting of shareholders of ENL Land as per the Listing Rules.

A statement from ENL Limited is included, in that respect, in Appendix 5.



11.1 Directors’ ContractsJean-Raymond Hardy has an unexpired service contract with ENL Agri Limited, a 100% held subsidiary of ENL Land.

At the date of this Circular, none of the Directors of ENL Land were materially interested in any contract or arrangement which is significant in relation to the business of the group.

11.2 Remuneration and Benefit in kind to DirectorsRemuneration and benefits received and receivable by the Directors of ENL Land are as follows:

Financial year ended 30 June 2015 2014

MUR’000 MUR’000

Remuneration from ENL Land 1,443 1,405

Remuneration from subsidiaries 20,823 19,028

Remuneration from companies on which Directors serve as representatives of ENL Land 13 60

Total 22,279 20,493

The aggregate remuneration and benefit payable for the current financial period have not yet been determined.

11.3 Material ContractsNo member of ENL Land has entered into any contract other than in the ordinary course of business within 2 years preceding the publication of this Circular.

11.4 Contingent Liabilities of ENL Land as at 30 September 2015 > A subsidiary of ENL Land is being sued by the heirs of a former employee for MUR 76 million on the grounds of having

provided unsafe working conditions during his tenure with the company. As at 30 September 2015, the outcome is uncertain.

> There are other pending cases against ENL Land group for which no material liabilities are expected to arise.

> ENL Land has provided guarantees in respect of banking facilities of MUR 500 million contracted by a subsidiary.

> At 30 September 2015, some of the ENL Land group’s subsidiaries had contingent liabilities in respect of bank guarantees arising in the ordinary course of business and from which no material liabilities are expected to arise.



12. DIRECTORS’ RECOMMENDATION

The respective Board of directors of ENL Land and ENL Investment consider that the terms of the Amalgamation are fair, reasonable and in the best interests of ENL Land and ENL Investment and their shareholders and recommend the approval of the Amalgamation.

13. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents are available for inspection during normal business hours at the registered offices of ENL Land and ENL Investment until 15 January 2016:

> The proposed constitution of the Amalgamated Company;

> The original copy of the Amalgamation Proposal and substantial and related party Circular;

> A summary of the Valuation Report prepared by the Independent Valuers;

> The audited financial statements of ENL Land and ENL Investment for the years ended 30 June 2013, 2014 and 2015 and unaudited abridged statements for the quarter ended 30 September 2015.



ENL Land

ENL LAND GROUP

ENL Corporate Ventures47.4%

Green Create Nutra100%

Société du Courlis100%

ENL Foundation

ENL Investment

50%

Savannah Properties 100%

28.4%

Les Villas de Bel Ombre40%

ENL Agri

ESP Landscapers 80%

Exotiflors100%

SB Cattle

New Mauritius Hotels

50%

4%

Enquickfix 100%

Mon Désert- Alma Sugar Miling Company

80%

Sygeco100%

Smartvertising100%

SUD Concassage25%

Agrex 100%

100%

The Savannah Sugar Milling Company

80%

Societe Usiniere Du Sud

24%

Subsidiaries

Associates

Investment

before the proposed amalgamation



Minissy Developments

25%Foot Five

100%Le Sunset Commercial Centre

Valetta Locoshed Offices100%

100% The Old Factory

100%EnVolt

30%Etwaro & Associates

77% (CLASS B)

Ascencia

Espral International

International Valuers

ENL House

MDA Properties

Mall of (Mauritius) at Bagatelle*

8.8%

22.4%

51.4%

100%

S&W Synergy

The Gardens of Bagatelle

Motor City

82.3%

50.1%

24.4% (Class A)

24.4% (Class B)

7.65% (Class A)

7.65% (Class B)

52.6% (Class A)

52.6% (Class B)

75%

Cogir Limitée 54.2%

Espral80%

100%

100%

100%

100%

37.1%EnAtt

29.8%B.R.E

18.2%Bluefrog

FPHL Infra

Reliance Facilities

51%

100%

Reliance Security Services100%

Reliance Systems100%

ENL Property

ENL Land

APPENDIX 1



South West Tourism Development Company

Croisières Australes

Rogers Aviation Holding Company

Swan General Ltd

Foresite Fund Management

Sukpak

Rogers Corporate Services

Velogic Holding CompanyRogers Consulting Services

Velogic

PAPOL HoldingRogers International Distribution

Services Madagascar

Velogic India Private

Cargo Express Madagascar SARL

Rogers International DistributionSAS France

Rogers International DistributionServices Mozambique

VK Logistics

Rogers Logistics International

P.A.P.O.L.C.S

R & C Logistics

Transworld International

Foresite Property Holding

Rogers Foundation

Rogers Capital

Swan Financial Solutions

Axa Customer Services

Edith Cavell Properties Ltd

BS Travel Management

Ario Comores

Bluesky Limitada

Beavia Kenya

Compagnie Sucrière de Bel Ombre

Les Villas de Bel Ombre

Villas Valriche Resort

Case Noyale

Bluealize Ltd

Yacht Management

Seven Colours Spa

VLH

Heritage Golf Club

VLH Holding

80.0%

13.4%

100%

6.7%

49.0%

49.0%

41.7%

26.3%

52.3%

100%

100%

52.3%

100%

90%

100%

66.67%

70% 100%

100%

100%

100%

100%

100%

100%

70%

70%

70%

76%

100%68.9%

1.3%

1.22%

50%

50%

EnAtt

Bluefrog27.3%

21.3%

20%

Rogers Aviation Services

Resaplanet

Rogers Aviation Comores100%

90%

100%

28.8%

100%

100%

100%

100%

100%

100%

70%

100%

100%

100%

100%

75.7%

100%

100%

100%

100%

100%

100%

98.5%

100%

100%

60%

Logistics Solutions

Freeport Operations (Mauritius)

Dennings Ltd

Tabla Ltd

100%

100%

60%

Enterprise Information Solutions

EIS-Outsourcing

100%

Rogers Aviation(Mauritius)

Plaisance Air Transport Services

Kross Border Corporate Services (Singapore)

Kross Border SpecialistServices Ltd

Kross Border InsuranceServices Ltd

Rogers AviationFrance

Travelia

Blue Sky Mayotte

GS Africa Airline Services (Pty)

Rogers Aviation Mozambique LTA

Rogers Aviation Mayotte SARL

Acorn International Ltd

Kross BorderFinancial Services

Kross Border Holdings Limited

Rogers Asset Management

Kross Border Corporate Services Limited

City Executives Ltd

Rogers Aviation International

KBFS Nominee Ltd

100%

100%

100%

100%

100%

99.96%

51%

100%

51.0%

74.2%

60%

60%

FPHL Infra

Reliance Facilities

Reliance Systems

Reliance Security Services

80%100%

100%

Ascencia

Rogers Wealth Management

Bagaprop

Consilex Ltd

64.20%Class A

100%

100%

100%

100%

49%

50.1%

66.7%

Management & Development Company

Tropical Paradise

Société Amstramdam

Rogers ConsolidatedShareholding

Rogers and Company

2.4%New Mauritius Hotel

AVIPRO

ENL Corporate Ventures

53.0%

17.6%

15.6%

Rogers Logistics Services Co

ENL Investment Limited

100%

100%

80%

MTL Logistics &Distribution Co

Velogic GarageServices

ERC

AssociatedContainerServices

Subsidiaries

Associates

ENL INVESTMENT GROUPbefore the proposed amalgamation



South West Tourism Development Company

Croisières Australes

Rogers Aviation Holding Company

Swan General Ltd

Foresite Fund Management

Sukpak

Rogers Corporate Services

Velogic Holding CompanyRogers Consulting Services

Velogic

PAPOL HoldingRogers International Distribution

Services Madagascar


Cargo Express Madagascar SARL

Rogers International DistributionSAS France

Rogers International DistributionServices Mozambique

VK Logistics

Rogers Logistics International

P.A.P.O.L.C.S

R & C Logistics

Transworld International

Foresite Property Holding

Rogers Foundation

Rogers Capital

Swan Financial Solutions


Edith Cavell Properties Ltd


Ario Comores

Bluesky Limitada

Beavia Kenya

Compagnie Sucrière de Bel Ombre

Les Villas de Bel Ombre


Case Noyale

Bluealize Ltd

Yacht Management

Seven Colours Spa

VLH

Heritage Golf Club

VLH Holding

80.0%

13.4%

100%

6.7%

49.0%

49.0%

41.7%

26.3%

52.3%

100%

100%

52.3%

100%

90%

100%

66.67%

70% 100%

100%

100%

100%

100%

100%

100%

70%

70%

70%

76%

100%68.9%

1.3%

1.22%

50%

50%

EnAtt

Bluefrog27.3%

21.3%

20%


Resaplanet

Rogers Aviation Comores100%

90%

100%

28.8%

100%

100%

100%

100%

100%

100%

70%

100%

100%

100%

100%

75.7%

100%

100%

100%

100%

100%

100%

98.5%

100%

100%

60%

Logistics Solutions

Freeport Operations (Mauritius)

Dennings Ltd

Tabla Ltd

100%

100%

60%


EIS-Outsourcing

100%


Plaisance Air Transport Services

Kross Border Corporate Services (Singapore)

Kross Border SpecialistServices Ltd

Kross Border InsuranceServices Ltd


Travelia

Blue Sky Mayotte

GS Africa Airline Services (Pty)

Rogers Aviation Mozambique LTA

Rogers Aviation Mayotte SARL

Acorn International Ltd

Kross BorderFinancial Services

Kross Border Holdings Limited

Rogers Asset Management

Kross Border Corporate Services Limited

City Executives Ltd

Rogers Aviation International

KBFS Nominee Ltd

100%

100%

100%

100%

100%

99.96%

51%

100%

51.0%

74.2%

60%

60%

FPHL Infra

Reliance Facilities

Reliance Systems

Reliance Security Services

80%100%

100%

Ascencia

Rogers Wealth Management

Bagaprop

Consilex Ltd

64.20%Class A

100%

100%

100%

100%

49%

50.1%

66.7%

Management & Development Company

Tropical Paradise


Rogers ConsolidatedShareholding

Rogers and Company

2.4%New Mauritius Hotel

AVIPRO

ENL Corporate Ventures

53.0%

17.6%

15.6%

Rogers Logistics Services Co

ENL Investment Limited

100%

100%

80%



ERC


APPENDIX 1



ENL Land Ltd

ENL Property

Le Sunset CommercialCentre

Valetta LocoshedOf�ces

The Old Factory

Envolt

FPHL infra

Reliance Facilities

Reliance SecurityServices

Reliance Systems

EnAtt

B.R.E

Bluefrog

Etwaro & Associates

Foot Five

Rogers and Company

Foresite PropertyHolding

Rogers and Company

Management & Development

Company


Avipro


Velogic HoldingCompany

Rogers LogisticsServices Co

R & C Logistics

TransworldInternational

PAPOL Holding

P. A. P. O. L. C. S

Rogers WealthManagement

Rogers AssetManagement

Kross BorderCorporate Services


(Singapore) Pte

City Executives Kross Border Specialist Services

Acorn International

KBFS Nominee

Kross Border Holdings

Kross Border Insurance Services

Consilex

Dennings

Tabla

Kross Border Financial Services

Rogers InternationalDistribution Services

Madagascar


Mozambique

Rogers International Distribution SAS

France

Cargo ExpressMadagascar SARL


VK Logistics

EIS-Outsourcing Ltd

Foresite FundManagement


Ascencia

Bagaprop

Rogers Capital

Rogers ConsultingServices Ltd

Rogers CorporateServices

Rogers Foundation

Sukpak

Velogic

Rogers AviationHolding Company


Croisieres Australes

YachtManagementBluealize

Plaisance AirTransport


Rogers AviationInternational

Bluesky Limitada


Bluesky (Mayotte)SARL

Rogers AviationMayotte SARL

Ario Comores

GS Africa AirlineServices (Pty)

Rogers AviationMozambique LTA

Rogers Consolidated Shareholding


Tropical Paradise Co

ENL House

MDA Properties

S&W Synergy

Mall of (Mauritius) At Bagatelle

Ascencia

Motor City

Cogir

100%

82.3%

50.1%

75%

100%

100%

100%

100%

100%

100%

100%

51%

29.8%

37.1%

18.2%

30%

25%

54.2%

100%

100%

25%

100%

49%

6.7%

13.4%

6.4%

49%

41.7%

100%

66.67%

100%

100%

100%100%

100%

15.6%

80%

17.6%

53%

100%

100%

64.2% (Class A)

85%

100%

100%

100%

49%

8.8%

ENL Property77% (Class B)

24.4% (Class B)24.4% (Class A)

100%



The Gardensof Bagatelle

51.4%

27.3%

Rogers and Company21.3%

VLH Holding

Seven Colours Spa

VLH

Heritage Golf Club

74.2%

100%

66.7%

100%

Edith CavellProperties Ltd


Swan General Ltd

Swan FinancialSolutions

28.8%

20%

1.3%

1.22%

50%

50%

100%

100%

100%

100%

100%

75.7%

51%80%

100%

70%

100%

100%

100%

60%

Rogers LogisticsInternational

100%

98.5%

100%

100%

100%

60%

100%

70%

70%100%

76%

70%

99.96%

100%

100%

80%

100%

100%

100%

100%

100%

51%

100%

100%

100%

Savannah Properties

Green Create Nutra

The Savannah Sugar Miling Company

SB Cattle


100%

100%

80%

24%

73.7%

50%

50%

52.6%(Class B)

52.6%(Class A) 7.65%

(Class B)

7.65%(Class A)

100%

100%

100%

90%

100%

100%

100%

Travelia 90%

100%

100%

Beavia Kenya100%

100%

22.4%

40%ENL Land

ENL Agri

ESP Landscapers

Agrex

Exoti�ors

Mon Désert-Alma Sugar

Milling Company

Smartvertising

Sygeco

SUD Concassage

100%

100%

80%

100%

80%

100%

100%

25%

Enquick�x100%

Espral80%20% 20%Compagnie

Sucrièrede Bel Ombre

South West TourismDevelopment Company

Case Noyale

Compagnie Sucrièrede Bel Ombre

Les Villasde Bel Ombre


60%

52.3%

52.3%

60%

68.9%

Logistics Solutions

Freeport Operations(Mauritius)



ERC


ENL CorporateVentures


ENL Foundation

100%Societe Du Courlis

Subsidiaries

Associates


Resaplanet

Rogers Aviation Comores

ENL LAND GROUPSimulated Group Structure Post Amalgamation

based on shareholding as at 19 November 2015



ENL Land Ltd

ENL Property

Le Sunset CommercialCentre

Valetta LocoshedOf�ces

The Old Factory

Envolt

FPHL infra

Reliance Facilities

Reliance SecurityServices

Reliance Systems

EnAtt

B.R.E

Bluefrog

Etwaro & Associates

Foot Five

Rogers and Company


Rogers and Company

Management & Development

Company


Avipro


Velogic HoldingCompany

Rogers LogisticsServices Co

R & C Logistics

TransworldInternational

PAPOL Holding

P. A. P. O. L. C. S

Rogers WealthManagement

Rogers AssetManagement



(Singapore) Pte

City Executives Kross Border Specialist Services

Acorn International

KBFS Nominee

Kross Border Holdings

Kross Border Insurance Services

Consilex

Dennings

Tabla

Kross Border Financial Services


Madagascar


Mozambique

Rogers International Distribution SAS

France

Cargo ExpressMadagascar SARL


VK Logistics

EIS-Outsourcing Ltd

Foresite FundManagement


Ascencia

Bagaprop

Rogers Capital

Rogers ConsultingServices Ltd

Rogers CorporateServices

Rogers Foundation

Sukpak

Velogic

Rogers AviationHolding Company


Croisieres Australes

YachtManagementBluealize

Plaisance AirTransport


Rogers AviationInternational

Bluesky Limitada


Bluesky (Mayotte)SARL

Rogers AviationMayotte SARL

Ario Comores

GS Africa AirlineServices (Pty)

Rogers AviationMozambique LTA

Rogers Consolidated Shareholding


Tropical Paradise Co

ENL House

MDA Properties

S&W Synergy

Mall of (Mauritius) At Bagatelle

Ascencia

Motor City

Cogir

100%

82.3%

50.1%

75%

100%

100%

100%

100%

100%

100%

100%

51%

29.8%

37.1%

18.2%

30%

25%

54.2%

100%

100%

25%

100%

49%

6.7%

13.4%

6.4%

49%

41.7%

100%

66.67%

100%

100%

100%100%

100%

15.6%

80%

17.6%

53%

100%

100%

64.2% (Class A)

85%

100%

100%

100%

49%

8.8%

ENL Property77% (Class B)

24.4% (Class B)24.4% (Class A)

100%



The Gardensof Bagatelle

51.4%

27.3%

Rogers and Company21.3%

VLH Holding

Seven Colours Spa

VLH

Heritage Golf Club

74.2%

100%

66.7%

100%

Edith CavellProperties Ltd


Swan General Ltd

Swan FinancialSolutions

28.8%

20%

1.3%

1.22%

50%

50%

100%

100%

100%

100%

100%

75.7%

51%80%

100%

70%

100%

100%

100%

60%

Rogers LogisticsInternational

100%

98.5%

100%

100%

100%

60%

100%

70%

70%100%

76%

70%

99.96%

100%

100%

80%

100%

100%

100%

100%

100%

51%

100%

100%

100%

Savannah Properties

Green Create Nutra

The Savannah Sugar Miling Company

SB Cattle


100%

100%

80%

24%

73.7%

50%

50%

52.6%(Class B)

52.6%(Class A) 7.65%

(Class B)

7.65%(Class A)

100%

100%

100%

90%

100%

100%

100%

Travelia 90%

100%

100%

Beavia Kenya100%

100%

22.4%

40%ENL Land

ENL Agri

ESP Landscapers

Agrex

Exoti�ors

Mon Désert-Alma Sugar

Milling Company

Smartvertising

Sygeco

SUD Concassage

100%

100%

80%

100%

80%

100%

100%

25%

Enquick�x100%

Espral80%20% 20%Compagnie

Sucrièrede Bel Ombre

South West TourismDevelopment Company

Case Noyale

Compagnie Sucrièrede Bel Ombre

Les Villasde Bel Ombre


60%

52.3%

52.3%

60%

68.9%

Logistics Solutions

Freeport Operations(Mauritius)



ERC


ENL CorporateVentures


ENL Foundation

100%Societe Du Courlis

Subsidiaries

Associates


Resaplanet

Rogers Aviation Comores

APPENDIX 1



PROPOSED CONSTITUTION FOR ENL LAND LTD AS AMALGAMATED COMPANYPURSUANT TO THE COMPANIES ACT 2001

1. DEFINITIONS AND INTERPRETATION

1.1 In this Constitution, unless the context otherwise requires, the following words and expressions shall have the following meanings:

Act means the Companies Act 2001.

Alternate Director means a Director appointed pursuant to clause 24.6.

Amalgamation means the completed act of the Company and one or more other companies amalgamating pursuant to Sections 244 to 252 of the Act.

Annual Meeting means a meeting of Shareholders held pursuant to section 115 of the Act.

Balance Sheet Date means the date adopted by the Company as the end of its financial year for the purpose of its annual financial statements.

Board means the Directors numbering not less than the required quorum acting together as the Board of Directors of the Company.

Call means a resolution of the Board under clause 12 requiring Shareholders to pay all or part of the unpaid amount of the issue price of any Shares and, where the context requires, means the obligation of a Shareholder to meet the amount due pursuant to such a resolution.

Class and Class of Shares means a Class of Shares having attached to them identical rights, privileges, limitations, and conditions.

Chairperson means the Chairperson of the Board, elected under clause 26.1.

Company means ENL Land Ltd.

Constitution means this Constitution of the Company and all amendments to it made from time to time.

Director means, subject to section 128 of the Act, a person appointed and continuing in office for the time being, in accordance with this Constitution, as a Director of the Company.

Distribution in relation to Shares held by a Shareholder, means the direct or indirect transfer of money or property, other than Shares, by the Company, to or for the benefit of that Shareholder; or the incurring of a debt by the Company to or for the benefit of a Shareholder, whether by means of a purchase of property, the redemption or other acquisition of Shares, a Distribution of indebtedness or by some other means.

Dividend means a Distribution by the Company other than a Distribution to which section 68 (acquisition of Company’s own Shares) or section 81 (financial assistance in acquisition of company’s shares) of the Act applies.

Executive Director means a Director who is appointed under clause 28 as an employee of the Company, with the responsibility for the management of the Company.

General Meeting means any meeting of Shareholders, other than an Interest Group meeting.

Interest Group in relation to any action or proposal affecting rights attached to Shares, means a group of Shareholders whose affected rights are identical; and whose rights are affected by the action or proposal in the same way; and who comprises the holders of one or more Classes of Shares. For the purposes of this definition one or more Interest Groups may exist in relation to any action or proposal; and if action is taken in relation to some holders of Shares in a Class and not others; or a proposal expressly distinguishes between some holders of Shares in a Class and other holders of Shares of that Class, holders of Shares in the same Class may fall into two (2) or more Interest Groups.



Interests Register means a register kept by the Company at its registered office as required by section 190(2)(c) of the Act.

International Accounting Standards means the International Accounting Standards issued by the International Accounting Standards Committee; and includes the Interpretations of the Standing Interpretations Committee issued by the International Accounting Standards Committee; and any other entity to which the responsibility for setting accounting standards has been assigned by the International Accounting Standards Committee.

International Standards on Auditing means the International Standards on Auditing issued by the International Federation of Accountants.

Major Transaction has the meaning set out in section 130 of the Act.

Month means a calendar month.

Ordinary Resolution means a resolution approved by a simple majority of the votes of those Shareholders entitled to vote and voting on the matter which is the subject of the resolution.

Ordinary Share means a share which confers on the holder:

(a) the right to vote at meetings of Shareholders and on a poll to cast one vote for each share held;

(b) subject to the rights of any other Class of Shares, the right to an equal share in Dividends and other Distributions made by the Company; and

(c) subject to the rights of any other Class of Shares, the right to an equal share in the Distribution of the surplus assets of the Company on its liquidation.

Register of Debenture Holders means the Register of Debenture Holders required to be kept by section 124 of the Act.

Registrar means the Registrar of Companies appointed under section 10 of the Act.

Rupees means the lawful currency of the Republic of Mauritius.

Securities Act means the Securities Act 2005.

SEM means the Stock Exchange of Mauritius.

Share means a share in the share capital of the Company.

Shareholder means a person:

(a) whose name is entered in the Share Register as the holder for the time being of one or more Shares; or

(b) until the person’s name is entered in the Share Register, a person named as a Shareholder in the application for registration of the Company at the time of incorporation of the Company; or

(c) until the person’s name is entered in the Share Register, a person who is entitled to have his name entered in the Share Register under a registered Amalgamation proposal, as a shareholder in an amalgamated company.

Share Register means the register of Shares required to be maintained by clause 8.4 of this Constitution and section 91 of the Act.

Signed(a) means subscribed by a person under his hand with his signature; and

(b) includes the signature of the person given electronically where it carries that person’s personal encryption.

Solvency Test has the meaning as set out in section 6 of the Act.

Special Meeting means any meeting (other than an Annual Meeting) of the Shareholders entitled to vote on an issue, called at any time by the Board, or by any other person who is authorised by this Constitution or by the Act to call Special Meetings of Shareholders.

APPENDIX 2



Special Resolution means a resolution of Shareholders approved by a majority of seventy five per cent (75 %) of the votes of those Shareholders entitled to vote and voting on the question.

Statutes means the Act and every other statute for the time being in force concerning companies and affecting the Company.

Unanimous Resolution means a resolution which has the assent of every Shareholder entitled to vote on the matter which is the subject of the resolution in accordance with section 106 of the Act.

Unanimous Shareholders’ Agreement means an agreement whereby all Shareholders agree to or concur in any action which has been taken or is to be taken by the Company.

Writing includes the recording of words in a permanent or legible form and the display of words by any form of electronic or other means of communication in a manner that enables the word to be readily stored in a permanent form and, with or without the aid of any equipment, to be retrieved and read.

1.2 Rules of interpretation

(a) Words importing the singular include the plural and vice versa.

(b) A reference to a person includes any firm, company or group of persons, whether corporate or unincorporate.

(c) Words importing one gender include the other genders.

(d) Subject to this clause 1, expressions contained in this Constitution bear the same meaning as specified in the Act at the date on which this Constitution becomes binding on the Company.

(e) A reference to a clause means a clause of this Constitution.

(f) The clause headings are included for convenience only and do not affect the construction of this Constitution.

2. NAME OF COMPANY

The name of the Company is ENL Land Ltd.

3. REGISTERED OFFICE

The registered office of the Company is situated at ENL House, Vivea Business Park, Moka, Mauritius or in such other place as the Board may, from time to time, determine.

4. ACCOUNTING PERIOD

The Accounting Period shall begin on the First day of July of each year to end on the Thirtieth day of June of the next year or shall begin and end on such dates as the Board shall determine from time to time.

5. TYPE OF COMPANY

The Company shall be a public company limited by shares.

6. DURATION

The duration of the Company is unlimited.

7. CAPACITY

Subject to The Act and any other enactment and the general law, the Company shall have full capacity to carry on and/or undertake any business or activity, to do any act or enter into any transaction both within and outside the Republic of Mauritius.



8. SHARES

8.1 Existing Shares

As at the date of adoption of this Constitution, the Company has on issue ordinary shares of no par value and non-voting preference shares of no par value.

8.2 Rights of existing Shares

8.2.1 Each ordinary share will confer upon its holder the rights set out in section 46(2) of The Act together with any other rights conferred by this constitution.

8.2.2 Each non-voting preference share shall confer upon its holder the following rights namely:

(a) The right to a fixed preferential cumulative dividend at the rate of 7% per annum on the capital for the time being paid up thereon, that is Rs 2.80 per share payable as regards each financial year, out of the profits of the Company resolved to be distributed in respect of that year;

(b) In a winding up, to payment off of capital in priority to the Ordinary Shares and of arrears of the cumulative preferential dividends under paragraph (a) above, whether earned or declared or not, down to the commencement of the winding up;

(c) The right, between 01 December 2011 and 15 December 2011, to convert all or any of the said shares held by them into Ordinary shares of the Company, in the proportion of one Ordinary share for each non-voting preference share held, such converted shares to rank “pari passu” in all respects with the existing Ordinary shares in the capital of the Company;

(d) At any time as from 01 December 2015 the Company shall be entitled to redeem, at the issue price, all or any part, on a prorata basis, of the non-voting preference shares which would not have been converted under paragraph (c) and for the time being outstanding, together with a sum equal to the fixed cumulative preferential dividend thereon, if any, out of any moneys which may lawfully be applied for that purpose;

(e) No right to any further participation in the profits and/or assets of the Company, even in the case of a winding up;

(f) No right to receive notice of, or attend or vote at the General Meetings of the Company.

8.3 Variation of class rights

If at any time the share capital of the Company is divided into different classes of shares, the provisions of section 114 of The Act shall apply.

8.4 Share registers

8.4.1 The Company shall maintain:

(a) a share register in accordance with section 91 of The Act, which shall record all the shares issued by the Company and which shall state that there are no restrictions or limitations on their transfer; and

(b) a register of substantial shareholders in accordance with section 91(2) of The Act,

8.4.2 The said registers shall moreover state the particulars specified in section 91(3) of The Act in respect of every share held by a shareholder or in which directly or indirectly he has an interest.

8.5 Trust not to be registered or recognised

No notice of a trust, whether express, implied, or constructive, may be entered on the share register.



9. REDEEMABLE SHARES

9.1 Where the issue has been approved by an Ordinary Resolution of the shareholders, the Board may issue shares which are redeemable:

(a) at the option of the Company;

(b) at the option of the holder of the share; and/or

(c) at a specified date;

for a consideration that is:

(a) specified;

(b) to be calculated by reference to a formula; and/or

(c) required to be fixed by a suitably qualified person who is not associated with or interested in the Company.

10. ISSUING OF FURTHER SHARES

10.1 Board may issue Shares

10.1.1 The Board may issue Shares (and rights or options to acquire Shares) of any Class at any time, to any person and in such numbers as the Board thinks fit.

10.1.2 Notwithstanding section 55 of The Act and unless the terms of issue of any Class of Shares specifically provide otherwise, the Board may issue Shares that rank (as to voting, Distribution or otherwise) equally with or in priority to, or in subordination to the existing Shares without any requirement that the Shares be first offered to existing Shareholders.

10.1.3 If the Board issues Shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares, and if the Board issues Shares with different voting rights, the designation of each Class of Shares, other than those with most favourable voting rights, shall include the words “restricted voting” or “limited voting”.

10.2 Consideration for issue of Shares

The Board shall issue shares in accordance with the provisions of sections 56 and 57 of The Act.

10.3 Fractional shares

The Board may issue fractions of Shares in accordance with section 54 of The Act.

11. PRE-EMPTIVE RIGHTS

11.1 Pre-emptive rights on issue of shares

Shares issued or proposed to be issued by the Company that rank or would rank as to voting or distribution rights, or both, equally with or prior to shares already issued by the Company shall, unless otherwise provided in accordance with clause 10.1.2 above, be offered to the holders of shares already issued in a manner which would, if the offer were accepted, maintain the relative voting and distribution rights of those shareholders in accordance with the provisions of section 55(1) of The Act.

11.2 Time limit for acceptance

An offer under clause 11.1 shall remain open for acceptance for a reasonable time, which shall not be less than fourteen days.

11.3 Disposal of unwanted new shares

New shares offered to shareholders pursuant to clause 11.1 above and not accepted within the prescribed time or in respect of which an intimation is received from the person to whom the offer is made declining such offer may be disposed of by the Board in such manner as it thinks most beneficial to the Company.



12. CALLS ON SHARES

12.1 Board may make calls

The Board may from time to time make such calls as it thinks fit upon the shareholders in respect of any moneys unpaid on their shares and, by the conditions of issue thereof, not made payable at a fixed time or times, and each shareholder shall, subject to receiving at least fourteen (14) working days’ written notice specifying the time or times and place of payment, pay to the Company at the time or times and place so specified the amount called. A call may be revoked or postponed as the Board may determine.

12.2 Timing of calls

A call may be made payable at such times and in such amount as the Board may decide.

12.3 Liability of joint holders

The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

12.4 Interest

If a sum called in respect of a share is not paid before or on the time appointed for payment thereof, the person from whom the sum is due shall pay interest on that sum from the time appointed for payment thereof to the time of actual payment at such rate not exceeding ten percent (10%) per annum as the Board may determine, but the Board shall be at liberty to waive payment of that interest wholly or in part.

12.5 Instalments

Any sum which by the terms of issue of a share becomes payable on issue or at any fixed time shall for all purposes be deemed to be a call duly made and payable at the time at which by the terms of issue the same becomes payable, and in case of non-payment all the relevant provisions hereof relating to payment of interest and expenses, forfeiture or otherwise shall apply as if the sum had become payable by virtue of a call duly made and notified.

12.6 Differentiation as to amounts

The Board may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.

13. FORFEITURE OF SHARES

13.1 Notice of default

If any person liable therefor fails to pay any call or any instalment thereof at the time appointed for payment thereof, the Board may at any time thereafter serve notice on such person requiring payment of the moneys unpaid together with any interest which may have accrued.

13.2 Final payment date

The notice under clause 13.1 shall name a further day (not earlier than the expiry of fourteen (14) days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment on or before the time appointed, the shares in respect of which the money was owing will be liable to be forfeited.

13.3 Forfeiture

If the requirements of any such notice are not complied with, any share in respect of which the notice has been given may be forfeited at any time before the required payment has been made by a resolution of the Board to that effect. Any forfeiture under this clause shall include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture.



13.4 Sale of forfeited shares

A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board in its sole discretion thinks fit and, at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the Board thinks fit. If any forfeited share shall be sold within twelve (12) months of the date of forfeiture, the residue, if any, of the proceeds of sale after payment of all costs and expenses of such sale or any attempted sale and all moneys owing in respect of the forfeited share and interest thereon as aforesaid shall be paid to the person whose share has been forfeited or to such person’s executors, administrators or assigns.

13.5 Cessation of shareholding

A person whose share has been forfeited shall cease to be a shareholder in respect of the forfeited share, but shall, nevertheless, remain liable to pay to the Company all money which, at the time of forfeiture, was payable by such person to the Company in respect of the share, but that liability shall cease if and when the Company receives payment in full of all such money in respect of the share.

13.6 Evidence of forfeiture

A statutory declaration in writing declaring that the declarant is a Director of the Company and that a share in the Company has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the facts therein stated as agcertiainst all persons claiming to be entitled to the share.

13.7 Validity of sale

The Company may receive the consideration, if any, given for a forfeited share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of, and such person shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall such person’s title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

14. SHARE CERTIFICATES

14.1 Company to issue share certificate

14.1.1 The Company shall issue share certificates in accordance with section 97 of The Act.

14.1.2 A share certificate shall bear the seal of the Company which shall be affixed as provided in clause 32.

14.2 Loss or destruction of share certificate

Where a relating to a share or debenture is lost or destroyed, the Company shall, on application being made by the owner and on payment of the prescribed fee, issue a duplicate thereof in accordance with the provisions of section 98 of The Act and only upon being satisfied beyond reasonable doubt that the original has been destroyed.

15. TRANSFER

15.1 Freedom to transfer is unlimited

There shall be no restrictions on the transfer of fully paid up shares in the Company and transfers and other documents relating to or affecting the title to any shares shall be registered with the Company without payment of any fee.

15.2 Transmission

15.2.1 Shares of the Company depending from the estate of a deceased shareholder or depending from the bankruptcy or insolvency of a shareholder, or from its winding up, or from a reduction of its share capital, if such shareholder is a company or a partnership, shall be transferred to the heir, legatee or assignee subject to section 87(4) of The Act.



15.2.2 In the case of the death of a shareholder, the survivor (where the deceased was a joint holder) or the legal personal representative of the deceased (where the deceased was a sole holder) will be the only person recognised by the Company as having any title to the deceased’s interest in the Shares. Nothing contained in this clause 15.2, will release the estate of a deceased joint holder from any liability in respect of any Share which had been jointly held by the deceased with other persons. The assignee of the property of a bankrupt Shareholder is entitled to be registered as the holder of the shares held by the bankrupt.

15.2.3 Pending the division of shares of the Company depending from the estate and succession of a deceased shareholder, or from the bankruptcy, or insolvency, or winding up or reduction of capital of a shareholder, and the registration thereof in the share register in the name of the party or in the names of the parties respectively entitled thereto, such party or parties shall have to appoint an agent for the purpose of receiving all dividends declared on such shares and of acting as their representative at all meetings of the Company.

15.3 Transfer of shares in pledge

15.3.1 Any share or debenture may be given in pledge in all civil and commercial transactions in accordance with the Code Civil Mauricien;

15.3.2 The Company shall keep a register in which:

(a) the transfer of shares or debentures given in pledge may be inscribed;

(b) it shall be stated that the pledgee holds the share or debenture not as owner but in pledge of a debt the amount of which shall, in the case of a civil pledge, be mentioned.

15.3.3 A pledge shall be sufficiently proved by a transfer inscribed in the register.

15.3.4 The transfer shall be signed by the pledger and by the pledgee and by the secretary of the Company.

16. UNTRACED MEMBERS

16.1 The Company shall be entitled to sell any share held by a member or a person who is entitled to the share as a consequence of the death or bankruptcy of a member or otherwise by operation of law (for the purposes of this clause 16 each of whom is referred to as the Member), if:

(a) the share has been issued for not less than twelve years; and

(b) during the period of twelve years immediately prior to the date of the publication of the first of the advertisements referred to in paragraph (c) below, no communication shall have been received by the Company from the Member and no cheque or warrant, sent by the Company through the post to the Member at the address detailed in the Register of Members (or the last known address given by the Member) shall have been cashed or no payment made by electronic transfer on the bank account designated by the Member to the Company shall have been successful and at least three dividends in respect of the share shall have become payable and no dividend in respect of the share shall have been claimed; and

(c) the Company shall have, on or after the expiry of such period of twelve years, placed advertisements in at least two widely circulating daily newspapers; and

(d) during the period of three months following the publication of such advertisements the Company shall have received no communication from the Member; and

(e) the Company has informed the SEM of its intention to sell the shares, provided that the Company is listed on the SEM.

16.2 The net proceeds of the sale of any share pursuant to this clause 16 shall belong to the Company and may be employed in the business of the Company or invested in such manner as the Board may, from time to time, determine.



17. REFUSAL TO REGISTER TRANSFERS

17.1 Subject to compliance with the provisions of The Act, the Board may, in its absolute discretion and without assigning any reason therefor, decline:

17.1.1 to register the transfer of a share on which the Company has a lien;

17.1.2 to recognise any instrument of transfer unless:

(a) Deposit of transfer

(i) The instrument of transfer is deposited at the office of the Company accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do),

(ii) All instruments of transfer which are registered may be retained by the Company.

(b) Central Depository System

It is required or authorised to do so under the provisions of the Securities (Central Depository, Clearing and Settlement) Act 1996 or any amendment thereof.

(c) Partly paid shares

In the case of partly paid shares, any amount already called thereon has been settled and the transfer document contains an undertaking by the transferee to pay on due date any amount payable in terms of the issue of the share so transferred.

18. DISTRIBUTIONS

18.1 Solvency Test

18.1.1 Notwithstanding section 61(1)(b) of The Act, the Board may, if it is satisfied on reasonable grounds that the Company will satisfy the Solvency Test immediately after the Distribution, authorise a Distribution by the Company to Shareholders of any amount and to any Shareholders as it thinks fit.

18.1.2 The Directors who vote in favour of a Distribution shall sign a certificate stating that, in their opinion, the Company will satisfy the Solvency Test immediately after the Distribution.

18.2 Shares in lieu of dividends

The Board may issue Shares to any Shareholders who have agreed to accept the issue of Shares, wholly or partly, in lieu of a proposed dividend or proposed future dividends provided that:

(a) the right to receive Shares, wholly or partly, in lieu of the proposed dividend or proposed future dividends has been offered to all Shareholders of the same Class on the same terms;

(b) where all Shareholders elected to receive the Shares in lieu of the proposed dividend, relative voting or distribution rights, or both, would be maintained;

(c) the Shareholders to whom the right is offered are afforded a reasonable opportunity of accepting it;

(d) the Shares issued to each Shareholder are issued on the same terms and subject to the same rights as the Shares issued to all Shareholders in that Class who agree to receive the Shares; and

(e) the provisions of section 56 of The Act are complied with by the Board.

19. DIVIDENDS

19.1 Deduction of unpaid calls

The Board may deduct from any dividend payable to any shareholder any sums of money, if any, presently payable by such shareholder to the Company on account of calls or otherwise in relation to the shares on which such dividends are payable.



19.2 Payment of dividends

Any dividend, interest or other money payable in cash in respect of shares may be paid by cheque or warrant or electronic transfer to a bank account designated by the holder or the joint holders or any other legal means of payment deemed fit by the Board, crossed cheque or warrant sent through the post directed to the registered address of the holder, or, in the case of joint holders, to the registered address of that one of the joint holders who is first named in the share register or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses or other money payable in respect of the shares held by them as joint holders.

19.3 No interest

No dividend shall bear interest against the Company.

19.4 Unclaimed dividends

All dividends unclaimed for one year after having been authorised may be invested or otherwise made use of by the Board for the benefit of the Company until claimed, and all dividends unclaimed for five years after having been declared may be forfeited by the Board for the benefit of the Company. The Board may, however, annul any such forfeiture and agree to pay a claimant who produces evidence of entitlement to the Board’s satisfaction of the amount of its dividends forfeited unless in the opinion of the Board such payment would embarrass the Company.

19.5 Dividends on shares not fully paid up to be paid pro rata

Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends on shares not fully paid up shall be authorised and paid in proportion to the amount paid to the Company in satisfaction of the liability of the shareholder to the Company in respect of the shares either under this constitution of the Company or pursuant to the terms of issue of the shares. No amount paid or credited as paid on a share in advance of calls shall be treated for these purposes as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date that share shall rank for dividend accordingly.

20. ACQUISITION OF COMPANY’S OWN SHARES

The Company is hereby expressly authorised to purchase or otherwise acquire its shares in accordance with, and subject to, sections 68 to 74, 106 and 108 to 110 of The Act, and may hold the acquired shares in accordance with Section 72 of The Act.

21. REDUCTION OF STATED CAPITAL

The Company may, to the extent provided by the provisions of Section 62 of The Act, by special resolution, reduce its stated capital to such amount as it thinks fit.

22. EXERCISE OF POWERS RESERVED TO SHAREHOLDERS

22.1 Powers reserved to Shareholders

22.1.1 Powers reserved to Shareholders of the Company by the Act or by this Constitution shall be exercised in accordance with the provisions of section 103 of the Act.

22.1.2 Unless otherwise specified in the Act or this Constitution, a power reserved to Shareholders may be exercised by an Ordinary Resolution.

22.2 Special Resolutions

22.2.1 A Special Resolution shall be required for Shareholders to exercise the power to approve any of the provisions listed in section 105 of the Act.

22.2.2 Any decision made by Special Resolution pursuant to this clause may be rescinded only by a Special Resolution, provided that a resolution to put the Company into liquidation cannot be rescinded.



22.3 Management review by Shareholders

22.3.1 Management review by Shareholders shall be governed by section 107 of the Act.

22.4 Dissenting Shareholder may require Company to purchase Shares

22.4.1 A Shareholder may require the Company to purchase his Shares in accordance with sections 108 and 109 of the Act.

22.4.2 Where the Board agrees to the Company purchasing the Shares it shall do so in accordance with section 110 of the Act.

23. GENERAL MEETINGS

23.1 Annual Meetings

23.1.1 The Board shall call an Annual Meeting of Shareholders to be held in accordance with the provisions of section 115 of the Act.

23.2 Special Meetings

A Special Meeting may be called at any time by the Board and shall be so called on the written request of Shareholders holding Shares carrying together not less than five per cent (5%) of the voting rights entitled to be exercised on the issue.

23.3 Resolution in lieu of meeting

Anything that may be done by the Company in General Meeting (other than an Annual Meeting) under the Act or this Constitution may be done by a resolution in lieu of meeting in the manner provided for by section 117 of the Act.

23.4 Proceedings at meetings

23.4.1 The provisions specified in the fifth schedule of the Act shall govern the proceedings at meetings of shareholders.

24. APPOINTMENT AND REMOVAL OF DIRECTORS

24.1 Number of Directors.

The Board shall consist of not less than six nor more than twelve Directors.

24.2 Appointment of Directors

24.2.1 Subject to the other provisions of this clause 24, the Company may, from time to time, by Ordinary Resolution in general meeting, appoint any person to be a Director, either to fill a casual vacancy or as an additional Director.

24.2.2 The Board may appoint any person to be a Director, either to fill a casual vacancy or as an additional Director but so that the total number of Directors shall not at any time exceed the number fixed in accordance with this Constitution. The Director so appointed by the Board pursuant to this clause shall hold office only until the next following Annual Meeting and shall then be eligible for re-appointment.

24.2.3 A resolution to appoint two or more Directors may be voted on one resolution without each appointment being voted individually only if a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it.



24.3 Removal of Directors

24.3.1 The office of Director shall be vacated if the Director:

(a) is removed by Ordinary Resolution passed at a General Meeting called for that purpose; or

(b) resigns in Writing and is not reappointed in accordance with this Constitution; or

(c) becomes disqualified from being a Director pursuant to section 133 of the Act; or

(d) is (or, would, but for the repeal of section 117 of the companies act 1984, be) prohibited from being a Director or promoter of or being concerned with or taking part in the management of a Company under section 337 or 338 of the Act; or

(e) dies; or

(f) attains or is over the age of seventy (70) years (but subject always to section 138 of the Act).

24.3.2 The Company may at any time, subject to the provisions of the Act, by Ordinary Resolution in general meeting of which special notice has been given remove any Director from his office as Director (notwithstanding any provision of these clauses or of any contract between the Company and such Director, but without prejudice to any claim he may have for damages for breach of his service contract, if any) and by Ordinary Resolution at that meeting appoint any other person to the office of Director vacated by the Director so removed.

24.3.3 The continuing Directors shall act notwithstanding any vacancy on the Board. If their number is reduced below the number fixed by, or pursuant to, this Constitution as the minimum number of Directors, the continuing Directors will act only for the purpose of summoning a General Meeting of the Company.

24.4 Retirement of Directors by rotation

24.4.1 At each Annual Meeting, one Director shall be subject to retirement by rotation.

24.4.2 The Director to retire by rotation at each Annual Meeting shall be the Director who shall have been longest in office since his appointment or last re-appointment.

24.4.3 For the purposes of clause 24.4.2, the length of office of each Director shall be determined based on his last re-appointment, if any, so that any Director required to retire under clause 24.5 and who may be re-appointed shall be counted as holding office as from his re-appointment.

24.4.4 The Director to retire by rotation at each Annual Meeting shall include any Director who wishes to retire and not to offer himself for re-appointment and in such event no further Director shall be required to retire at the Annual Meeting.

24.4.5 A retiring Director shall be eligible for re-appointment and the Company, at the Annual Meeting at which a Director shall retire, may by Ordinary Resolution re-appoint the Director who shall so retire or any other person eligible for appointment as a Director. If no such vote shall be taken the retiring Director shall, if offering himself for re-appointment, be treated as having been re-appointed, unless:

(a) at the relevant Annual Meeting it is expressly determined by Ordinary Resolution not to fill the office of Director so vacated;

(b) an Ordinary Resolution for the re-appointment of the Director shall have been put to the meeting and lost; or

(c) the Director has attained any retirement age applicable to him as a Director.

24.4.6 No person not being a Director retiring at the meeting shall, unless recommended by the Board for election, be eligible for appointment to the office of Director at any general meeting unless, not less than seven days before the day appointed for the meeting there shall have been received by the Secretary notice from a member (other than the person to be proposed) entitled to attend and vote at the meeting for which such notice shall be given of the intention of such member to propose such person for appointment and notice, signed by the person to be proposed, of his willingness to be elected and such notice shall be accompanied by the application and resume of the proposed person for office of Director. The latest date for lodgement of such notices shall be not more than seven days prior to the date of the meeting appointed for such election.



24.5 Shareholding qualification.

A Director shall not be required to hold Shares.

24.6 Alternate Directors

24.6.1 Every Director may, by notice given in Writing to the Company, appoint any person (including any other Director) who is approved by the majority of the Directors or Alternate Directors to act as an Alternate Director in the Director’s place, either generally, or in respect of a specified meeting or meetings at which the Director is not present.

24.6.2 The appointing Director may, at his discretion, by notice in Writing to the Company, remove his Alternate Director.

24.6.3 An Alternate Director may, while acting in the place of the appointing Director, represent, exercise and discharge all the powers, rights, duties and privileges (but not including the right of acting as Chairperson) of the appointing Director. The Alternate Director shall be subject, in all respects, to the same terms and provisions as those regarding the appointment of his appointing Director, except as regards remuneration and the power to appoint an Alternate Director under this Constitution.

24.6.4 A Director who is also an Alternate Director shall be entitled, in addition to his own vote, to a separate vote on behalf of the Director he is representing.

24.6.5 An Alternate Director’s shall lapse upon his appointing Director ceasing to be a Director.

24.6.6 The notice of appointment of an Alternate Director shall include an address for service of notice of meetings of the Board. Failure to give an address will not invalidate the appointment, but notice of meetings of the Board need not be given to the Alternate Director until an address is provided to the Company.

24.6.7 An Alternate Director shall not be the agent of his appointor, and shall exercise his duties as a Director independently of his appointor.

25. POWERS AND DUTIES OF THE BOARD

25.1 Powers of the Board

25.1.1 Subject to any restrictions in the Act or this Constitution, the business and affairs of the Company shall be managed by or under the direction or supervision of the Board.

25.1.2 The Board shall have all the powers necessary for managing, and for directing and supervising the management of, the business and affairs of the Company except to the extent that this Constitution or the Act expressly requires those powers to be exercised by the Shareholders or any other person.

25.1.3 The Board may also establish and maintain any employees’ share scheme or other share option, share incentive or profit sharing scheme approved by Ordinary Resolution of the Company in general meeting whereby selected employees of the Company are given the opportunity to acquire shares on the terms and subject to the conditions detailed in such scheme and establish and (if any such scheme so provides) contribute to any scheme for the purchase by or transfer allotment or issue to trustees of shares to be held for the benefit of employees (including, but subject to the provisions of the Statutes, any Directors and officers) of the Company and subject to the Act lend money to such trustees or employees to enable them to purchase such shares.

25.1.4 The Board shall moreover have all the powers of the Company as expressed in section 27 of the Act and clause 7 of this Constitution, including, but not limited to, the power to purchase and sell property, to borrow money and to mortgage, pledge or create charges on its assets and to issue debentures and other securities, whether outright or as security for any debt, liability, or obligation of the Company or of any third party.

25.2 Delegation by Board

25.2.1 The Board may delegate to a committee of Directors, a Director, an employee of the Company, or any other person, any one or more of its powers, other than the powers which are listed in the Seventh Schedule to the Act.



25.2.2 The Board shall be responsible for the exercise of a power by any delegate (where that power is delegated under this clause 25.2) as if the power had been exercised by the Board, unless the Board:

(a) believed on reasonable grounds at all times before the exercise of the power that the delegate would exercise the power in conformity with the duties imposed on the Directors by the Act and this Constitution; and

(b) has monitored, by means of reasonable methods properly used, the exercise of the power by the delegate.

25.3 Directors to act in good faith and in best interests of Company

25.3.1 Subject to this clause 25.3, the Directors of the Company shall:

(a) exercise their powers in accordance with the Act and within the limits and subject to the conditions and restrictions established by this Constitution;

(b) obtain the authorisation of a General Meeting before doing any act or entering into any transaction for which the authorisation or consent of such Meeting is required by the Act or this Constitution;

(c) exercise their powers honestly, in good faith, in the best interests of the Company and for the respective purposes for which such powers are explicitly or impliedly conferred;

(d) exercise the degree of care, diligence and skill required by the Act;

(e) not agree to the Company incurring any obligation unless the Directors believe at that time, on reasonable grounds, that the Company shall be able to perform the obligation when it is required to do so;

(f) account to the Company for any monetary gain, or the value of any other gain or advantage, obtained by them in connection with the exercise of their powers, or by reason of their position as Directors of the Company, except remuneration, pensions provisions and compensation for loss of office in respect of their directorships of any company which are dealt with in accordance with the Act;

(g) not make use of, or disclose, any confidential information received by them on behalf of the Company as Directors otherwise than as permitted by and in accordance with the Act;

(h) not compete with the Company or become a Director or officer of a competing company, unless it is approved by the Company;

(i) where Directors are interested in a transaction to which the Company is a party, disclose such interest;

(j) not use any assets of the Company for any illegal purpose or purpose in breach of sub-clauses (a) and (c), and not do, or knowingly allow to be done, anything by which the Company’s assets may be damaged or lost, otherwise than in the ordinary course of carrying on its business;

(k) transfer forthwith to the Company all cash or assets acquired on its behalf, whether before or after its incorporation, or as the result of employing its cash or assets, and until such transfer is effected to hold such cash or assets on behalf of the Company and to use it only for the purposes of the Company;

(l) attend meetings of the Directors with reasonable regularity, unless prevented from so doing by illness or other reasonable excuse; and

(m) keep proper accounting records in accordance with the Act and make such records available for inspection in accordance with the Act.

25.3.2 If the Company is a wholly-owned subsidiary, a Director (when exercising powers or performing duties as a Director), may act in a manner which he believes is in the best interests of the Company’s holding Company even though it may not be in the best interests of the Company.

25.3.3 If the Company is a subsidiary (but not a wholly-owned subsidiary), a Director may, when exercising powers or performing duties as a Director, with the prior agreement of the Shareholders (other than its holding Company), act in a manner which he believes is in the best interests of the Company’s holding Company even though it may not be in the best interests of the Company.

25.3.4 If the Company is incorporated to carry out a joint venture between its Shareholders, the Director may, when exercising powers or performing duties as a Director in connection with the carrying out of the joint venture, act in a manner which he believes is in the best interests of a Shareholder or Shareholders, even though it may not be in the best interests of the Company.

25.3.5 Nothing in this clause 25.3 shall limit the power of a Director to make provision for the benefit of employees of the Company (as the terms “employees” and “Company” are defined in section 144 of the Act) in connection with the Company ceasing to carry on the whole or part of its business.



25.4 Major Transactions and other transactions under Section 130 of the Act.

The Board shall enter into a Major Transaction or a transaction of the kind contemplated by section 130(3) of the Act in accordance with the provisions of section 130 of the Act.

26. PROCEEDINGS OF THE BOARD

26.1 Chairperson

26.1.1 The Directors shall elect one of their number as Chairperson of the Board and determine the period for which he is to hold office.

26.1.2 Where no Chairperson is elected, or where at a meeting of the Board the Chairperson is not present within fifteen (15) minutes after the time appointed for the commencement of the meeting, the Directors present shall choose one of their number to be Chairperson of the meeting.

26.2 Notice of meeting

26.2.1 A Director or, if requested by a Director to do so, an employee of the Company, may convene a meeting of the Board by giving notice in accordance with this clause 26.2

26.2.2 A notice of a meeting of the Board shall be sent to every Director not less than 5 days prior to the date for which the meeting is scheduled or, where the particular circumstances require a shorter period, such shorter period as the circumstances reasonably require.

26.2.3 Each notice shall be sent to each Director to the address, fax number and/or e-mail address notified in writing to the Company for these purposes.

26.2.4 The notice shall include the date, time, and place of the meeting and the matters to be discussed.

26.2.5 An irregularity in the notice of a meeting shall be waived where all Directors entitled to receive notice of the meeting attend the meeting without protest as to the irregularity or where all Directors entitled to receive notice of the meeting agree to the waiver.

26.3 Method of holding meetings.

A meeting of the Board shall be held either:

(a) by a number of the Directors who constitute a quorum, being assembled together at the place, date, and time appointed for the meeting; or

(b) by means of audio, or audio and visual, communication by which all Directors participating and constituting a quorum can simultaneously hear each other throughout the meeting.

26.4 Quorum

26.4.1 A quorum for a meeting of the Board shall be half of the Directors then in office.

26.4.2 No business shall be transacted at a meeting of Directors if a quorum is not present.

26.4.3 A Director having an interest as specified in clause 27 will not be counted in a quorum in accordance with clause 27.4.

26.4.4 If within fifteen (15) minutes past the time appointed for any meeting of Board, the quorum is not present, such meeting shall stand adjourned to the next day at the same time and place provided such day is a working day and otherwise to the next following working day; if at such adjourned meeting a quorum is not present, the Directors present not being less than two (2) shall form a quorum and may transact the business standing to the order of the day.



26.5 Voting

26.5.1 Every Director shall have one vote.

26.5.2 The Chairperson shall not have a casting vote.

26.5.3 A resolution of the Board shall be passed if it is agreed to by a majority of the Directors present.

26.6 Minutes.

The Board shall ensure that minutes are kept of all proceedings at meetings of the Board.

26.7 Resolution in Writing

26.7.1 A resolution in Writing, signed or assented to, by all the Directors then entitled to receive notice of a Board meeting, shall be as valid and effective as if it had been passed at a meeting of the Board duly convened and held.

26.7.2 Any such resolution may consist of several documents in like form each signed or assented to by one or more Directors.

26.7.3 A copy of any such resolution shall be entered in the minute book of Board proceedings.

27. REMUNERATION AND OTHER INTERESTS OF DIRECTORS

27.1 Authority to remunerate Directors

27.1.1 Unless otherwise determined by an Ordinary Resolution of the Company in general meeting, the Company shall pay to the Directors such amount of aggregate fees as the Board decides.

27.1.2 The Board shall ensure that, forthwith after authorising any payment under clause 27.1.1, particulars of such payment are entered in the Interests Register, where there is one.

27.2 Other offices with Company held by Director

27.2.1 Subject to the Act, a Director may be party to or in any way interested in any contract or arrangement or transaction to which the Company shall be party or in which the Company shall in any way be interested and a Director may hold and be remunerated in respect of any office (other than the office of Auditor) or employment in the Company, or any other company in which the Company is in any way interested, and a Director (or any firm in which he is a partner) may act in a professional capacity for the Company or any such other company, and may be remunerated therefor and in any such case a Director (or his firm) may retain for his (or his firm’s) absolute benefit all profits accruing to him (or his firm) thereunder.

27.2.2 A Director may hold any other office in the Company (other than the office of auditor), for such period and on such terms (as to remuneration and otherwise) as the Board shall determine.

27.2.3 Other than as provided in clause 27.3 a Director shall not be disqualified by virtue of his office from entering into any transaction with the Company. Any such transaction will be valid and enforceable to the same extent as if he was not a Director and not in a fiduciary relationship with the Company. No such Director shall be liable to account to the Company for any profit realised by the transaction by reason of the Director holding that office or of the fiduciary relationship thereby established.

27.3 Notice of interest to be given



27.3.1 A Director shall, forthwith after becoming aware of the fact that he is interested in a transaction or proposed transaction with the Company, cause to be entered in the Interests Register, where it has one, and, where the Company has more than one Director, disclose to the Board of the Company:

(a) where the monetary value of the Director’s interest is able to be quantified, the nature and monetary value of that interest; or

(b) where the monetary value of the Director’s interest cannot be quantified, the nature and extent of that interest.

27.3.2 A Director shall not be required to comply with clause 27.3.1 where:

(a) the transaction or proposed transaction is between the Director and the Company; and

(b) the transaction or proposed transaction is or is to be entered into the ordinary course of the Company’s business and on usual terms and conditions.

27.3.3 For the purposes of clause 27.3.1, a general notice entered in the Interests Register, where there is one, or disclosed to the Board to the effect that a Director is a Shareholder, Director, officer or trustee of another company or other person and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that Company or person, is a sufficient disclosure of interest in relation to that transaction.

27.3.4 A failure by a Director to comply with clause 27.3.1 shall not affect the validity of a transaction entered into by the Company or the Director.

27.4 Interested director may not vote

27.4.1 Subject to clause 27.4.2, a director of a company who is interested in a transaction entered into, or to be entered into, by the company, may:

(a) not vote on any matter relating to the transaction, and if he does vote, his vote shall not be counted;

(b) attend a meeting of directors at which a matter relating to the transaction arises but shall not be included among the directors present at the meeting for the purpose of a quorum;

(c) sign a document relating to the transaction on behalf of the company; and

(d) do any other thing in his capacity as a director in relation to the transaction,

as if the director were not interested in the transaction.

27.4.2 This section shall not apply to:

(a) a transaction to which section 146 of the Act applies.

(b) the giving of any security or indemnity either:

(i) to the director in respect of money lent or obligations incurred or undertaken by him at the request of or for the benefit of the Company or any of its subsidiaries; or

(ii) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the director has himself assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

(c) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the issuer may promote or be interested in for subscription or purchase where the director is or is to be interested as a participant in the underwriting or sub-underwriting of the offer;

(d) any proposal concerning any other company in which the director is interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the director is beneficially interested in shares of that company, provided that he, together with any of his associates, is not beneficially interested in five per cent or more of the issued shares of any class of such company (or of any third company through which his interest is derived) or of the voting rights. For the purposes of this clause, “associates” shall have the meaning ascribed to it in the Securities Act 2005;

(e) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:

(i) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which he may benefit; or

(ii) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to directors and employees of the Company or any of its subsidiaries and does not provide in respect of any director as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and



(f) any contract or arrangement in which the director is interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his interest in shares or debentures or other securities of the Company.

28. EXECUTIVE DIRECTORS

28.1 The Board may from time to time appoint one or more Directors to be the holder of any executive office on such terms and conditions and for such period as the Board may (subject to the provisions of the Act) determine and, without prejudice to the terms and conditions of any contract of service which the Company may enter into regarding any such appointment, may at any time revoke any such appointment.

28.2 The appointment of any Director to any executive office shall terminate if such Director ceases to be a Director but without prejudice to any claim such Director may have for damages for breach of any contract of service between such Director and the Company.

28.3 The Board may entrust to and confer upon a Director holding any executive office any of the powers exercisable by the Board upon such terms and conditions and subject to such restrictions as the Board shall determine and either collaterally with, or to the exclusion of, the Board’s own powers, subject to section 131 of the Act, and may, from time to time, revoke, withdraw, alter or vary all or any of the powers so conferred by the Board.

29. INDEMNITY AND INSURANCE

29.1 Indemnity of Directors and employees

29.1.1 The Board shall cause the Company to indemnify a Director or employee of the Company or a related company for costs incurred by him in any proceedings:

(a) that relates to liability for any act or omission in his or her capacity as a Director or employee; and

(b) in which judgment is given in his favour or in which he is acquitted or which is discontinued.

29.1.2 The Board shall cause the Company to indemnify a Director or an employee of the Company or a related company in respect of:

(a) liability to any person other than the Company or a related company for any act or omission in his capacity as a Director or employee; or

(b) costs incurred by the Director or employee in defending or settling any claim or proceedings relating to any liability under clause 29.1.1 above; not being criminal liability or liability for the breach of section 131 of the Act.

29.2 Insurance of Directors and employees

29.2.1 The Board may cause the Company to effect insurance for Directors and employees of the Company or a related company in respect of:

(a) liability not being criminal liability for any act or omission in his capacity as a Director or employee; or

(b) costs incurred by such Directors or employees in defending or settling any claim or proceedings relating to any such liability; or

(c) costs incurred by a Director or employee in defending any criminal proceedings that have been brought against the Director or employee in relation to any act or omission in that person’s capacity as Director or employee, in which he is acquitted or in relation to which a nolle prosequi is entered.

29.2.2 The Directors who vote in favour of a decision to effect insurance under clause 29.2.1 shall sign a certificate stating that, in their opinion, the cost of effecting the insurance is fair to the Company.

29.2.3 The Board shall ensure that particulars of any indemnity given to, or insurance effected for, any Director or employee of the Company or related Company are forthwith entered in the Interests Register.

29.3 Definitions.

For the purpose of this clause 29, “Director” includes a former Director and “employee” includes a former employee.



30. SECRETARY

30.1 Company to have a secretary

30.1.1 The Company shall have one or more secretaries (referred to as “The Secretary” in this constitution) to be appointed by the Board from time to time.

30.1.2 The Secretary shall also be as of right the secretary of the Board.

30.2 Qualifications

No person shall be appointed as Secretary of the Company unless:

(a) he is a natural person of full age and capacity ordinarily resident in Mauritius;

(b) he holds the necessary qualifications specified under Section 165 of the Act; or

(c) in the case of a firm or corporation, approval has first been obtained from the Registrar for such firm or corporation to act as Secretary of the Company or of companies in general, conformably to the provisions of Section 164 of the Act.

30.3 Vacancy

30.3.1 The office of Secretary shall not be left vacant for more than three consecutive months at any time.

30.3.2 If the office of Secretary is vacant for more than three consecutive months, anything required or authorised to be done by or in relation to a Secretary may be done by any officer of the Company authorised generally or specifically for the purpose by the Board.

30.4 Removal from office

The Board may, subject to the provisions of Section 167 of The Act, remove, from time to time, The Secretary from office.

31. WINDING UP

31.1 Distribution of surplus assets.

Subject to the terms of issue of any Shares, upon the liquidation of the Company, any assets of the Company remaining after payment of the debts and liabilities of the Company and the costs of liquidation shall be distributed among the holders of Shares in proportion to their shareholding, provided however that a holder of Shares not fully paid up shall receive only a proportionate share of his entitlement being an amount which is in proportion to the amount paid to the Company in satisfaction of the liability of the Shareholder to the Company in respect of the Shares.

31.2 Division in kind

31.2.1 When assets are distributed, the liquidator may, with the sanction of a Special Resolution, divide in kind amongst the Shareholders the assets of the Company, whether they consist of property of the same kind or not, and may for that purpose set such value as he shall deem fair upon any property to be divided and may determine how the division shall be carried out as between the Shareholders or different Classes of Shareholders.

31.2.2 The liquidator may, with the like sanction, vest any such assets in such persons for the benefit of contributories as the liquidator, with the like sanction, shall think fit.

31.2.3 Nothing in this clause shall require a Shareholder to accept any share or other security on which there is any liability.



32. COMMON SEAL, AUTHENTICATION OF DEEDS AND DOCUMENTS

32.1 The Company may have a seal, known as the common seal, which shall contain the name of the Company and which shall not be affixed to any instrument without the authority of the Board.

32.2 The common seal may be affixed to any instrument, including a deed, and if not so affixed, the validity of the execution of the instrument will be determined in accordance with section 181 of the Act.

32.3 All instruments, deeds, acts and documents executed on behalf of the Company may be in such form and contain such powers, provisos, conditions, covenants, clauses and agreements as the Board shall think fit, and shall be signed either by two Directors or by one Director and one of the secretaries or by such other person or persons as the Board may from time to time appoint.

32.4 All bills of exchange, promissory notes or other negotiable instruments shall be accepted, made, drawn or endorsed for and on behalf of the Company and all cheques or orders for payment shall be signed either by two Directors or by one Director and one of the secretaries or by such other person or persons as the Board may from time to time appoint.

32.5 Cheques or other negotiable instruments paid to the Company’s bankers for collection and requiring the endorsement of the Company, shall be endorsed on its behalf by one of the Directors or by one of the secretaries or by such other officer as the Board may from time to time appoint.

32.6 All moneys belonging to the Company shall be paid to such bankers as the Directors shall from time to time appoint and all receipts for money paid to the Company shall be signed by one of the Directors or by one of the secretaries or by such other officer as the Board may from time to time appoint and such receipt shall be an effectual discharge for the money therein stated to be received.

32.7 Instrument to be binding

Every instrument to which the seal of the Company is so affixed and which is so signed shall be binding on the Company.

33. ACTIONS OF PROCEEDINGS

The Company may sue and be sued in its corporate name acting by and through the Board or The Secretary provided that the power to sue shall only be exercised by The Secretary after he has been duly authorised thereto by the Board and service of all summonses, process notices and the like shall be valid and effectual if served at the Registered Office of the Company.

34. COMPANY RECORDS

The Company shall keep at its registered office the following records:

(a) the Constitution of the Company;

(b) minutes of all meetings and resolutions of shareholders for the last seven (7) years;

(c) an interests register;

(d) minutes of all meetings and resolutions of Directors and Directors’ committees for the last seven (7) years;

(e) certificates given by Directors under The Act for the last seven (7) years;

(f) the full names and addresses of the current Directors;

(g) copies of all written communications to all shareholders or all holders of the same class of shares during the last seven (7) years, including annual reports made under section 218 of The Act;

(h) copies of all financial statements and group financial statements required to be completed by section 210 of The Act for the last seven (7) completed accounting periods of the Company;

(i) the accounting records required by section 193 of The Act for the current accounting period and for the last seven (7) completed accounting periods of the Company;

(j) the share register required to be kept under clause 8.4. of this Constitution; and

(k) the copies of instruments creating or evidencing charges required to be registered under section 127 of The Act.



35. ACCOUNTS

35.1 The Board shall cause proper accounting and other records to be kept as required by the Act and the Securities Act, and shall make available such accounting and other records for inspection in accordance with sections 225 to 228 of the Act.

35.2 A printed or electronic copy of the annual report and accounts (including the balance sheet and every document required by law to be annexed thereto and profit and loss account or income and expenditure account) of the Company shall, at least 14 days before the date of the general meeting, be delivered, sent by post to the registered address of every shareholder or sent by email to the email address notified to the Company by each shareholder for this purpose.

36. AUDITORS

Auditors shall be appointed and removed and their duties and remuneration regulated in accordance with Sections 195 to 208 of the Act.

37. SERVICE OF DOCUMENTS

The service of documents on or by the Company shall be regulated in accordance with sections 323 to 328 of the Act.

38. REMOVAL FROM THE MAURITIUS REGISTER

In the event that:

(a) The Company has ceased to carry on business, has discharged in full its liabilities to all its known creditors, and has distributed its surplus assets in accordance with this constitution and The Act; or

(b) The Company has no surplus assets after paying its debts in full or in part, and no creditor has applied to the Court under Section 312 of The Act for an order putting the Company into liquidation;

(c) The Board may in the prescribed form request the Registrar to remove the Company from the Register.

39. ALTERATION OF CONSTITUTION

The company in General Meeting shall have power to alter this constitution within the limits and under the conditions imposed by law and, so long as it shall be listed on the official list of the Stock Exchange of Mauritius, with the prior approval of the latter.



APPENDIX 3

ENL LAND LTDCertificate in accordance with section 246(2) of The Companies Act 2001In accordance with section 246(2) of the Companies Act 2001 (the ‘Act’) and in relation to the proposed amalgamation of ENL Investment Limited (‘ENL Investment’) with and into ENL Land Ltd (‘ENL Land’) under sections 245 and 246 of the Act (the ‘Amalgamation’), the Directors of ENL Land who voted in favour of the resolutions under Section 246(1) of the Act, in respect of the Amalgamation, certify to the best of their knowledge and belief, and after making reasonable enquiries that:

> they are satisfied that the Amalgamation is in the best interest of ENL Land for the reasons set out in the Amalgamation Proposal.

> they are satisfied that ENL Land will, immediately after the Amalgamation becomes effective, satisfy the solvency test based on the unaudited accounts prepared as if the Amalgamation had become effective for the period ended 30 September 2015.

19 November 2015

Louis Rivalland



Jean-Raymond Hardy


Jean Noel Humbert

Jean Claude Leclézio



APPENDIX 3 - CONTINUED

ENL INVESTMENT LIMITEDCertificate in accordance with section 246(2) of The Companies Act 2001In accordance with section 246(2) of the Companies Act 2001 (the ‘Act’) and in relation to the proposed amalgamation (the ‘Amalgamation’) of ENL Investment Limited (‘ENL Investment’) with and into ENL Land Ltd (‘ENL Land’) under sections 245 and 246 of the Act, the Directors of ENL Investment who voted in favour of the resolutions under Section 246(1) of the Act, in respect of the Amalgamation, certify to the best of their knowledge and belief, and after making reasonable enquiries that:

> they are satisfied that the Amalgamation is in the best interest of ENL Investment for the reasons set out in the Amalgamation Proposal.

> they are satisfied that ENL Land will, immediately after the Amalgamation becomes effective, satisfy the solvency test based on the unaudited accounts prepared as if the Amalgamation had become effective for the period ended 30 September 2015.

19 November 2015



Gerard Espitalier Noël




APPENDIX 4

Section 110 of the Companies Act 2001110. Purchase of shares by company

(1) Where the Board of directors agrees under section 109(2) (a) to the purchase of the shares by the company, it shall, within 7 days of issuing notice under section 109(3) - (a) state a fair and reasonable price for the shares to be acquired; and (b) give written notice of the price to the shareholder.

(2) A shareholder who considers that the price stated by the Board is not fair and reasonable, shall forthwith, but at any rate, not later than 14 days of receipt of notice under subsection (1) give written notice of objection to the company.

(3) Where the shareholder does not raise an objection under subsection (2), the Company shall, on such date as the company and the shareholder agree or, in the absence of any agreement, as soon as practicable, purchase all the shares at the stated price.

(4) Where the shareholder gives notice of an objection under subsection (2), the company shall - (a) refer the question of what is a fair and reasonable price to arbitration; and (b) within 7 days, pay a provisional price in respect of each share equal to the price stated by the Board.

(5) At the time of payment of the provisional price under subsection (4), the shareholder shall - (a) deliver to the company an executed instrument of transfer of the shares together with any relevant share

certificate; or (b) otherwise take all steps required to transfer the shares to the company.

(6) Where the price determined - (a) exceeds the provisional price, the company shall forthwith pay the balance owing to the shareholder; (b) is less than the provisional price paid, the company may recover the excess paid from the shareholder.

(7) A reference to arbitration under this section shall be deemed to be a submission to arbitration for the purposes of the Code de Procédure Civile and the arbitration shall be dealt with in accordance with the Code de Procédure Civile.

(8) The arbitrator shall expeditiously determine a fair and reasonable price for the shares on the day prior to the date on which the vote of the shareholders authorising the action was taken or the date on which written consent of the shareholders without a meeting was obtained excluding any appreciation or depreciation directly or indirectly induced by the action or its proposal, and that price shall be binding on the company and the shareholder for all purposes.

(9) In the case of shares which are listed on a securities exchange the arbitrator shall determine the price for the shares as being the price at which such shares are traded on the securities exchange as at the close of business on the day prior to the date on which the vote of shareholders authorizing the action was taken or the date on which written consent of shareholders without a meeting was obtained, excluding any appreciation or depreciation directly or indirectly induced by the action or its proposal, and that value shall be binding on the company and the shareholder for all purposes.

(10) The arbitrator may award interest on any balance payable or in excess to be repaid under subsection (6) at such rate as he thinks fit having regard to whether the provisional price paid or the reference to arbitration, as the case may be, was reasonable.

(11) Where - (a) the company fails to refer a question to arbitration in accordance with subsection (4); or (b) the arbitrator to whom the matter is referred by the company is not independent of the company, or is not suitably

qualified to conduct the arbitration,

the shareholder who has given a notice of objection under subsection (2) may apply to a Judge in Chambers to appoint an arbitrator, and the Judge may appoint such person as it thinks fit to act as arbitrator for the purposes of this section.

(12) A purchase of shares by a company under this section - (a) shall not be a distribution for the purposes of section 61; (b) shall be deemed to be a distribution for the purposes of section 66(1) and (3).



APPENDIX 5

Statement of Abstention from voting by ENL Limited in compliance with Chapter 13 of the Listing RulesENL Limited, which is the parent company of ENL Land Ltd by virtue of having an effective holding of 68.74% as at 30 June 2015, is a related party to ENL Land Ltd. In compliance with Listing rule 13.23(d), ENL Limited will not cast its votes in the special resolution at the special meeting of shareholders of ENL Land Ltd.

The terms contained in this statement are approved and accepted on behalf of ENL Limited.

13 November 2015





Notice of meeting Notice is hereby given that the Special Meeting of Shareholders of ENL Investment Limited (‘ENL Investment’ or ‘the Company’) will be held at the Company’s registered office, ENL House, Vivéa Business Park, Moka on 15 January 2016 at 13.00 hours to consider the Amalgamation between ENL Land Ltd (‘ENL Land’) and ENL Investment on terms and conditions as set out in the Amalgamation Proposal and circular to the Shareholders dated 17 December 2015 (LEC/C/02/2015) and if thought fit, pass the following resolutions:

Special Resolution

FIRST RESOLUTION

THAT the Amalgamation Proposal and circular to Shareholders dated 17 December 2015 (LEC/C/02/2015) be and is hereby approved and that ENL Investment be amalgamated with ENL Land and continue as one company which shall be ENL Land.

Ordinary Resolution

SECOND RESOLUTION

THAT upon adoption of the above First Resolution, the Board of Directors be hereby empowered to do all acts and things ancillary or consequential to give effect to the foregoing resolution.

By order of the Board

Preety Gopaul, ACIS

For ENL Limited

Company Secretary

17 December 2015

A member of the Company entitled to attend and vote at this meeting, or at any adjournment or adjournments thereof, if required, and who is unable to attend the meeting in person may appoint a proxy, whether a member or not, to attend and vote on his/her behalf by completing, dating and signing the Proxy Form attached to this Notice of Meeting. To be effective, the Proxy Form must be deposited at the Share Registry and Transfer office of the Company, MCB Registry and Securities Ltd, Sir William Newton Street, Port Louis, Mauritius not less than twenty-four (24) hours before the meeting or any adjournment thereof, is due to take place.

For the purpose of this special meeting the Directors have resolved, in compliance with Section 120(3) of The Companies Act 2001 that the shareholders entitled to receive notice of the meeting and attend such meeting shall be those shareholders whose names are registered in the share register of the Company as at 18 December 2015.

ENL INVESTMENT LIMITED



I/We

of

being a member/s of ENL Investment Limited, do hereby appoint

of

as my/our proxy or failing him/her

of

to vote for me/us on my/our behalf at the Special Meeting of the Company to be held at 13.00 hours on 15 January 2016, or at any adjournment

thereof.

The proxy will vote on the under-mentioned resolutions according to the direction to vote, as indicated below:

For Against Abstain

SPECIAL RESOLUTION

FIRST RESOLUTION

THAT the Amalgamation Proposal and circular to Shareholders dated 17 December 2015

(LEC/C/02/2015) be and is hereby approved and that ENL Investment be amalgamated with ENL

Land and continue as one company which shall be ENL Land.

ORDINARY RESOLUTION

SECOND RESOLUTION

THAT upon adoption of the above First Resolution, the Board of Directors be hereby empowered to

do all acts and things ancillary or consequential to give effect to the foregoing resolution.

RESOLUTIONS

(Please indicate with an X in the spaces below how you wish your votes to be cast)

Signed this day of 2016 Signature

Notes

1. A member may appoint a proxy of his/her own choice. Insert the name of the person appointed proxy in the space provided.

2. If the appointor is a corporation, this form must be under its common seal or under the hand of an officer or attorney duly authorised in that

behalf.

3. In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should be stated.

4. If this form is returned without any indication as to how the proxy shall vote, he/she will exercise his/her discretion as to how he/she votes

or whether he/she abstains from voting.

5. To be valid, this form must be completed and deposited at the Share Registry and Transfer Office of the Company, MCB Registry and

Securities Ltd, Sir William Newton Street, Port Louis, Mauritius not less than twenty four (24) hours before the time fixed for holding the

meeting or any adjourned meeting.

PROXY FORM ENL INVESTMENT LIMITED

