AFRICORP CONSULTING LTDWe know business in Africa

11 FARM-IN, FARM-OUT AGREEMENT

FOREIGN DIRECT INVESTMENT

CORPORATE RESTRUCTURING & INSOLVENCY

COMMERCIAL PROPERTY & REAL ESTATE

CONCLUSION

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EXECUTIVE SUMMARY

OUR COMPANY

OUR PHILOSOPHY

OUR VALUES

USING TECHNOLOGY

BANKING & FINANCE

COMMODITIES

INTERNATIONAL PRIVATE BANKING

PRIVATE EQUITY

JOINT VENTURES & MERGERS

TABLE OF CONTENTS

EXECUTIVE SUMMARY

As executives in the business world, be it in energy, utilities, chemical, metals, mining and agriculture products, firms and companies contemplate ways to achieve high

performance in their business operations. They do so considering the global business world that has been fundamentally changed by the credit crisis, global economic

downturn and most importantly the fast paced technology era.

The new economic and commercial realities are forcing businesses, trading and risk management organizations to reexamine conventional ways of doing business. To

enhance their capabilities, companies now need to rethink and reassess their operational and financial performance, business strategy and incentives. And they now need to

reevaluate whether they are leveraging technology effectively in their businesses, companies and trading operations.

AfriCorp draws on its extensive business consulting, systems integration, technology consulting, outsourcing and industry skills to offer solutions for managing risk, lowering

costs and monetizing opportunities in an uncertain and volatile business environment. We bring the strategists, front-, middle- and back-office analysts, change managers,

functional architects and technical architects necessary to help energy, utilities, chemical, metals & mining and agricultural products companies shape new opportunities for

growth in their trading organizations.

In our work with clients, we focus on creating, embedding and enhancing systems, processes and strategies that help deliver tangible value, such as lowering risk and

accelerating projects. We employ an agile methodology that promotes confidence with our clients through structured delivery while accommodating the dynamics of a

trading environment.

We understand that business in today’s world is both competitive and tricky. For companies, small businesses, enterprises and governments to be successful and have fast

growth, they need high quality work, innovations and most importantly strategies.

That is where we, AfriCorp comes in. We have built an enduring competitive advantage in our marketplace by providing customers with key market information, assisting in

sound business decisions, and offering dependable superior service. We recognize the complexities of the current business world and have built our business around helping

your business succeed.

At AfriCorp, we know business, in Africa.

OUR COMPANY2

The firm is an international boutique firm with offices in Nairobi, KENYA which brings together experts, attorneys of law, investment analysts and financial intermediaries.

The firm focuses its practices on international business, commercial, financial, tax and real estate, law and has gained a substantial experience in matters of African Businesses and its laws. The firm represents a diverse clientele which includes businesses, small and medium sized companies, financial firms, en-trepreneurial startups, investors and high net worth private clients.

The firm brings together professionals who combine years of dedicated experience which includes transactional as well as litigation expertise with accomplishments in both international and domestic matters. As the need arises, the firm can also call upon the expertise of specific domestic or foreign outside professionals, who possess the relevant technical skills and expertise required by specific circumstances of the situation, always properly and ef-fectively coordinated under our own organization and responsibility.

Our extensive local and international experience, the exceptional legal skills and training of our professionals at all levels of seniority combined with our commitment to service excellence and hard work, means that we’re able to provide our clients with an effective means to capitalize on opportunities and overcome challenges in all sectors of the economy.

We have been involved in several of East Africa’s ground-breaking corporate and financial transactions, and advise listed and unlisted domestic and in-ternational corporations, banks and financial institutions, light and heavy in-dustrial firms, state-owned enterprises and government departments. This has given us a strong foundation from which to advise domestic and interna-tional clients in all sectors of the economy, including building, engineering, fi-nancial services, information technology, manufacturing, mining and energy, pharmaceuticals and transport.

OUR PHILOSOPHY3

When you team with AfriCorp, you work with consultants who understand your unique challenges. Our understanding of the African market, issues and trends, applicable technologies and business solutions enable us to deliver innovative yet practical solutions tailored to each client.

Our consultants include strategists, front-, middle- and back-office business analysts, change managers, functional architects, data architects and tech-nical architects. We support physical and financial trading activity across all businesses including crude oil, refined products, natural gas, electricity, base metals, agriculture emissions and other commodities.

We have a range of assets and tools to help fast-track our clients’ trading and risk management solutions, including process models, application architec-tures and technical infrastructures, vendor and package evaluations, rapid package selection and implementation.

The firm places great emphasis on maintaining discretion and protecting the private nature of the clients’ interest and activities. The firm’s philosophy has always been focused on building and maintaining long term professional re-lationship with its clients grounded upon mutual respect and trust. The firm’s goal is to provide competent, sophisticated, cost effective and personalized international legal services to diverse clientele which demands effective and pragmatic results, quality, responsiveness and dedication as re-quired by today’s competitive global business environment.

The firm provides high quality legal services at costs affordable than those other firms, thanks to its relatively smaller, yet more flexible and official struc-ture. Concretely this means the firm is committed to maintaining a lower lev-el of administrative overheads and offering to its clients as much flexibility in billing arrangements as is permitted by the professional codes of conduct.

The aim of the firm is to provide clear, concise and practical advice with time bound

deliverables to support its clients’ business objectives. Its innovative and pragmatic

solutions extend beyond practices and borders to suit clients’ business needs. The

firm’s global perspective is based on its knowledge of the sector/industry, local laws

and customs.

The firm of professionals understand issues across a broad spectrum of business and

legal practices. This fluency allows the firm to bring the right talent and knowledge

to deliver commercially pragmatic advice.

OUR VALUES4

We care for the people we work with, ensuring their safety and wellbeing, providing support

and helping them achieve their goals. We also respect and protect the things that enrich

peoples’ lives: the communities we work in and our natural environment.

Our business is built on our people. We are structured for success and are determined to

consistently exceed the expectations of our clients and the industry in everything we do. We

add genuine value to projects with our innovative thinking, our ‘can do’ attitude and the way

we embrace clients as part of the team. Our entrepreneurial spirit is backed.

We’re totally focused on working together to deliver the best possible results. What sets us

apart is our belief that the client is an essential member of our team. By involving them at the

outset of every project we develop a clearer understanding of their objectives. Together we

identify challenges and work out innovative ways to optimize our client’s return.

Trust is the foundation of all our relationships. By being honest, fair-minded and dependable

we build longstanding, valued relationships. Our clients and the people we work with put

their trust in us because we do what we say we are going to do. Our approach is straightfor-

ward, upfront and transparent so everyone we deal with can be certain of the result.

The drive to find a better way of doing things is inherent in all of our people. We are known for innovative excellence and we involve our best thinkers at the front-end of projects to share

knowledge and create tailored solutions for clients.

Each project is unique, with its own specific challenges. Combining disciplined decision-making with innovative thinking, we bring a fresh approach to often complex scenarios and projects.

When others say it cannot be done, we deliver.

We recognize the value of upfront planning

and work closely with all stakeholders to drive

positive, long term outcomes for clients. Our

large number of repeat clients demonstrates

our ability to bring together the best skills for

the job. We are proud of the fact that a large

majority have been for repeat clients.

USING TECHNOLOGY5

1. Help improve the I.T. delivery model through all levels of the organization from your strategic planning to project delivery to support systems. 2. Identify bold, value creating approaches to apply I.T. as a strategic as set. 3. Bring boardroom relevant criteria to I.T. investments and help businesses to “think bigger” about I.T.’s ability to improve operating results.4. Address how an organization manages data across its entire life cycle so that data is available, accurate, complete and secure across the enterprise and with business partners through technology, processes and people.5. Develop analytics by coordinating, across the enterprise, the collection and analysis of business-critical information by using integrated, leading-practice approaches, and intelligent systems integration, and establishing processes and governance to enable information to be accessible when needed. 6. Provide thought leadership in defining the future application, integration, data, technical and infrastructure architectures for commodity trading and risk management solutions to the chief information officer and organization to help apply their investments

7. Apply a holistic approach to the rationalization of applications and tools that accumulate in organizations to streamline complexity, reduce unnecessary duplication and optimize I.T. infrastructure. 8. Rationalize entire application portfolios to decide which applications are needed, which should be replaced and which should be enhanced.9. Work with organizations to optimize testing and quality processes; provide the appropriate guidance that defines and applies formal, repeatable testing techniques; and build and refine testing skills and functionality. 10. Provide production support and application maintenance services, and if desired, additional services such as application testing, enhancements, upgrades, comprehensive application development or legacy modernization.11. Offer a complete and integrated set of managed infrastructure services, encompassing all infrastructure functions— from network access to desktop management to remote technology support.12. Leverage technology to automate new approaches and processes efficiently as well as establish the necessary skills to enable the technology. This area can entail a variety of packaged and custom software tools.

AfriCorp will create a more cost-effective and responsive I.T. infrastructure

which promotes service stability and reliability, and enables rapid response

to changing market and business conditions. In order to do this we will;

BANKING & FINANCE6

AfriCorp’s highly rated, resourceful and pioneering banking and finance practice provides sound advice in relation to the full range of banking and finance transactions.

Our multi-talented professionals are highly regarded for their excellence, broad experience and versatility. We work on the most difficult, demanding and innovative local and international deals and provide the highest quality of service to all types of clients including leading local and international financial institutions, corporate and investment banks, corporates, state-owned entities, regulatory bodies and governments.

Our team is constantly at the forefront of developments in the banking and finance field and is a market-leader for innovation, documentation standards and best practice (including advising on ground-breaking black economic empowerment financing structures).

We specialize in complex finance transactions and have extensive knowledge of leveraged and acquisition finance, structured finance, capital markets, project finance, property (real estate) finance, minerals and resource finance, insolvency and restructuring, derivatives, securitization and preference share finance.

We execute challenging and novel transactions with innovation, enthusiasm and commercial pragmatism and advise clients who are at the forefront of their markets. Our work is high profile and intellectually demanding. In addition, the practice area extends to bilateral and syndicated loans, guarantee and security issues and regulatory matters.

COMMODITIES, MINING & ENERGY7

Our work includes applications for prospecting rights and mining rights, all the environmental aspects of establishing and operating a mine, as well as advising on long term off-take and supply agreements. We are also involved in the acquisition and disposal of mining businesses, and the funding arrangements around these transactions and new mining projects

AfriCorp moves commodities from where they are sourced or stored to where they are demanded most. The trust of our customers is based upon our proven record for creating trading solutions that mitigate risk while safely and efficiently delivering quality, convenience and value. We combine the core competencies of marketing, logistics, financing, risk management and compliance with the knowledge and insights gained from sustainable supplier and customer relationships.

As the long term demand for Africa’s resources grows, we expect a significant increase in mining and resources work across the ontinent. Our relationships and logistical capabilities enable us to source physical commodities and deliver them to locations where they command higher prices. Through blending or the multi-use characteristics of certain commodities, such as refined petroleum products, we create added value products that command returns higher than the sum of their constituent parts. Utilizing our storage assets, financial skills and cost controls we create and realize margins on agreed forward prices

INTERNATIONAL PRIVATE BANKING

INTERNATIONAL BUSINESS INTERNATIONAL TAXATION INTERNATIONAL LAW INTERNATIONAL TRADE LAW

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The firm has gained considerable expertise in international private banking matters, especially in structuring banking and investment accounts for global high net worth private clients and investors, and in the establishment and tax effective use of international trusts, foundations and other similar fiduciary structures in tax advantaged jurisdictions, in close collaboration with major international financial institutions and trust companies.

The firm is also active in the structuring, organization and maintenance of international holding companies in tax favored jurisdictions.

We also regularly advise on the establishment of collective investment schemes, hedge funds and other structured funds, drafting and negotiating investment management and advisory agreements, and advising oncustodial arrangements on the local exchanges.

The main international purpose of the

firm is to assist international

entrepreneurs and businesses that

operate and invest primarily in the East

African Region.

The firm’s lawyers have been routinely

exposed to the civil, business, commer-

cial and tax legislations of numerous

foreign countries and have regularly

dealt with foreign counsels through-

out the world.

The firm assists its clients in developing

the best possible strategies for their

international businesses, paying

special attention to the fiscal aspects

of their cross border operations and

investments

The firms international trade practice

primarily assists international

exporters/ importers of goods and

services in connection with initial

entry and following distribution in

East Africa

Private equity and venture capital houses, investors, management, banks and financial institutions, throughout East Africa and internationally, find our advice and solutions both efficient and dependable.

Our private equity team has extensive experience and capacity to advise on and execute all stages of private equity, including on fund formations and structuring, investment transactions, investment management, restructur-ings and exits from investments. The firm recognizes the importance of, and consistently delivers, excellent advice that encompasses timely, commercially sound, practical and, where appropriate, innovative solutions, by working closely with resident experts on mergers & acquisitions, banking and finance, Tax, financial regulatory, insolvency and other specialist areas within the firm on the relevant aspects of any transaction

9 PRIVATE EQUITY

JOINT VENTURE, MERGERS & ACQUISITIONS10

Our experience, breadth and depth of skills at all levels of seniority, and our good relationships with relevant regulators and government agencies, enable us to play an effective role in our clients’ advisory teams.

The firm provides legal advisory services in Mergers & Acquisition’s across a diverse range of industries. The clients include major domestic and international corporations, public listed companies, commercial institutions, business houses etc.

Strong teamwork and efficient working practices and uniform approach enable the firm to manage cross-border deals effectively and seamlessly. We specializes in merger and acquisitions, joint ventures, amalgamations, de-mergers, financing. We have successfully defended and initiated a number of highly publicized hostile takeovers. The firm has considerable expertise in the fields of privatization and public-to-private transactions and has been involved in numerous transactions where shareholders have become more active in the management of their companies.

1. Negotiation assistance from term

sheet stage till closing of transaction

2. Due Diligence

3. Structuring of Transactions

4. Shareholders Agreement

5. Shares Purchase Agreement

6. Regulatory Affairs and Compli-

ance

7. Entity Formation

8. Post-Acquisition Advisory

We are praised by our clients for “our wealth of experience”, “excellence”, un-derstanding of their business, “tenacious yet careful approach” and “very practical, commercially orientated advice”.

We succesfully negotitate farm i farm out agreements, carefully looking at the Earned Interest, the Earning Obligation(s) and the conditions precedent required for the agreement to be effective, such as the obtaining of all authorisations required under applicable legislation.

FARM IN FARM OUT AGREEMENENTS11

FOREIGN DIRECT INVESTMENT CORPORATE RESTRUCTURING & INSOLVENCY12 13

The firm provides advice to foreign companies on investment regulations, sectorial caps and

regulatory issues relating to various sectors in East Africa. We actively advises and opines on

barriers to entry, which include foreign investment regulations, policies, and specific com-

mitments under various trade agreements, customs duty etc.

AfriCorp actively takes part in consultation processes with Governments and related minis-

tries on policy related issues and submits proposal, papers on required changes in the extant

policy.

The firm advises clients on entry strategy, business and legal options of doing business in

East Africa, setting of up a company and related labor law/ employment laws. The firm also

advises clients on issues relating to employment and long term visas for their expatriates

(employees).

We assists and represents foreign companies before the regulatory authorities including For-

eign Investment Promotion Board, Ministry of Commerce and Industry, Governments and

helps companies in getting necessary approvals/ clarifications/ registrations/ licenses.

The firm has advised clients from almost all sectors including telecommunications, technol-

ogy and e-commerce, entertainment, media & broadcasting, education, pharmaceutical,

defense, trading (retail and wholesale), real estate and construction among others.

We actively advises clients on trade related issues which directly impact foreign investments

in East Africa. Such issues may include preferential market access to companies, localization

of technology, compulsory transfer of technology etc.

AfriCorp is a market leader in Corporate Restructuring and Insolvency space and has consis-

tently maintained its reputation and number one position. The firm offers comprehensive

service in corporate restructuring led by commercial insolvency, insolvency related litigation,

corporate debt restructuring, negotiated settlements, enforcement of security interest, secu-

ritization process and refinancing. The Firm through its critical advice has been able to put

hundreds of companies on revival path.

Our team represents many clients including financial institutions, public and private com-

panies.

The team has been rendering unparalleled advice on matters including:

1. Financial Due Diligence

2. Techno-Economic Feasibility Studies

3. Corporate and financial restructuring by using various instruments which include,

inter-alia, merger, de-merger, debt-recast etc.

4. Negotiations with creditors for settlements

5. Identifying strategic investors

6. Rehabilitation through court process

7. Acquisition / Sale of distressed assets

8. Restructuring including arrangement with creditors and members

9. Portfolio Reviews

10. Securitization

11. Corporate Debt Restructuring / Bi-lateral Debt Restructuring

12. Liquidations

13. Enforcement of Security Interest

14. Facility, Security and Credit Support Reviews for Lenders and Borrower Groups

15. Debt recovery tribunal

COMMERCIAL PROPERTY & REAL ESTATE14

We understand and appreciate the value of real estate - either as an integral part of an organisation’s commercial interests, or as an individual’s most prized possession – their home. This appreciation underpins our corporate philosophy in terms of property and conveyancing services. We build lasting relationships with our clients through delivering excellent service.

Our property and conveyancing services are comprehensive, including: the acquisition and development of residential and commercial property, advising on the implementation of deceased and insolvent estate property transaction, planning and development of sectional title schemes and public housing, and the establishment of golf courses and recreational developments, among others. Our clients include major domestic and international banking and financial institutions, listed and unlisted corporations, property developers and consultants, commercial and residential real estate agents, all of whom rely on AfriCorp’s Real Estate and Conveyancing Services practice for expert advice.

AfriCorp works closely with related practices - including Corporate Finance, Organization, and Operations—to constantly test, improve, and expand our tools and knowledge. Through extensive client service, we have developed best practices for core real-estate processes, such as project budgeting, design and engineering, project management, project approvals, and risk management. Over the course of an engagement, we build our clients’ capabilities in these processes, so that long after we leave, our clients continue to achieve results.

Some real estate players, particularly those with development, asset management, or operations as their core focus, may feel less confident in their abilities to predict real estate demand and drive marketing and sales for a project. We take a holistic approach to address the pricing potential and sales and marketing strategy for a project. We work closely with our Marketing & Sales Practice, draw upon benchmarks, and apply best practices in areas such as phasing and show flats to help our clients succeed.

P.O. Box 44482 - 00100 Nairobi, KENYA+254 711 345 544 / 725 875 863 / 727 976 971 / 724 907 757info@africorpconsulting.com, marketing@africorpconsulting.comwww.africorpconsulting.com