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LISTING PARTICULARS OF ALTEO GROUP LTD(reference number LEC/I/04/2017)

In relation to the listing of 318,492,120 no par value ordinary shares of ALTEO GROUP LTD on the Official Market of the Stock Exchange of Mauritius Ltd by way of an introduction

15 November 2017

INFORMATION MEMORANDUM in relation to a SCHEME OF ARRANGEMENT between ALTEO LIMITED and ALTEO GROUP LTD

This document is issued by Alteo Limited (“Alteo” or the “Company”), a public company incorporated in 1913, bearing Business Registration Number C06000012. Alteo is domiciled in Mauritius and its registered address is Vivéa Business Park, Saint Pierre, Mauritius.

This document is issued for the purpose of providing information to the shareholders of Alteo in relation to a proposed restructuring involving (i) the incorporation of a new legal entity to act as the group holding company, namely Alteo Group Ltd (“Alteo Group”), and (ii) a scheme of arrangement under sections 261 to 264 of the Companies Act 2001 (the “Scheme of Arrangement” or “Scheme”) pursuant to which the shares held by the shareholders of Alteo will be exchanged for shares in Alteo Group on the basis of a share exchange ratio of 1:1, that is, one (1) ordinary share of Alteo will be exchanged for one (1) ordinary share of Alteo Group. The Scheme of Arrangement will be submitted for the approval of the shareholders of Alteo at a forthcoming Special Meeting scheduled on the 14 December 2017.

This document also serves as Listing Particulars and includes information given in compliance with Chapter 9 of the Listing Rules (the “Listing Rules”) of the Stock Exchange of Mauritius Ltd (“SEM”) for the purpose of giving information with regard to Alteo Group, and the proposed listing of its shares on the Official List of the SEM by way of an introduction pursuant to Listing Rules 5.14 to 5.16.

An application has been made to the SEM for the listing of 318,492,120 ordinary shares of Alteo Group and permission to deal in its shares. This document has been approved by the Listing Executive Committee of the SEM (“LEC”) in conformity with the Listing Rules of the SEM on 15 November 2017. No other listing has been sought for the ordinary shares of Alteo Group.

On the first day of trading of Alteo Group shares, a minimum of 1,000 shares will be made available for trading at a price equivalent to the last trading price of Alteo shares prior to their trading suspension.

For a full appreciation of these Listing Particulars, this document should be read in its entirety. If you have any doubt as to the action you should take, please consult your banker, stockbroker, legal advisor, accountant or other professional advisor immediately.

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.

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 Alteo Group.

Neither the SEM nor the LEC nor the Financial Services Commission (“FSC”) assumes any responsibility for the contents of this document. The SEM, LEC and 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.

A copy of these Listing Particulars has been filed with the FSC.

Transaction Advisor

BDO & Co

IF YOU ARE A SHAREHOLDER OF ALTEO LIMITED, THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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DECLARATION OF DIRECTORS

This document to shareholders includes particulars given in the context of the proposed restructuring of Alteo, including a Scheme of Arrangement. This document also includes particulars given in compliance with the Listing Rules governing the listing of securities on the Official Market of the SEM. The Directors of Alteo, whose names appear in Section 3.1, collectively and individually, accept full responsibility for the accuracy or completeness of the information contained in this document, and confirm, after having made all 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 Board of Directors (the “Board”) of Alteo hereby declares that in its opinion:

(i) The working capital available to Alteo is sufficient to meet its day to day operations for a period of twelve (12) months

from the date of this document; and

(ii) There has been no material adverse change in the financial or trading position of Alteo since its latest audited financial

statements for the year ended the 30 June 2017.

Attention is drawn to the fact that the Board of Alteo reserves its right not to proceed with the Scheme of Arrangement if:

(i) The aggregate liability of Alteo to its dissenting shareholders (the “Dissenting Shareholders”) arising at law exceeds

the budget of MUR 250 Million established by the Board of Alteo for that purpose; and

(ii) The Board of Alteo is unable to arrange for one or more third parties to purchase the shares of the Dissenting

Shareholders for any amount in excess of the budgeted MUR 250 Million.

The Directors of Alteo have, on the 4 October 2017, approved the proposed restructuring, which includes a Scheme of Arrangement, which is further explained in Section 2 below.

The Directors are in favour of the restructuring and proposed Scheme of Arrangement, and recommend that the shareholders of Alteo vote in favour of the resolution approving the restructuring, and the proposed Scheme of Arrangement.

For and on behalf of the Board of Directors of Alteo

P. Arnaud Dalais Patrick de Labauve d’ArifatChairman Director

15 November 2017

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CONTENTS1. GLOSSARY OF DEFINITIONS AND ABBREVIATIONS 05

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2. BACKGROUND OF ALTEO AND THE PROPOSED RESTRUCTURING

2.1 Alteo

2.2 The proposed restructuring

2.3 Transfer of investments from Alteo to Alteo Group

2.4 Final Group structure

2.5 Provisional calendar of events

3. CORPORATE INFORMATION

3.1 Directors’ detai ls and prof i les

3.6 Interests of Directors

3.2 Other corporate information of Alteo and Alteo Group

3.7 Remuneration and benefits in kind to Directors

3.3 Third party information

3.8 Directors’ service contracts

3.4 Stated capital of Alteo and Alteo Group

3.9 Material contracts between Alteo and/or i ts subsidiaries and the

Directors

3.5 Current shareholding of Alteo and Alteo Group

4. FINANCIAL INFORMATION

4.1 Financial highl ights

4.2 Detai ls of borrowings as at 30 June 2017

4.3 Financial and trading prospects

5. ADDITIONAL DISCLOSURES

5.1 Employee share option scheme

5.2 Material contracts

5.3 Legal proceedings, contingencies and guarantees

5.4 Costs associated with the Scheme of Arrangement

5.5 Other disclosures

6. DOCUMENTS AVAILABLE FOR INSPECTION

APPENDIX 1 – GROUP STRUCTURE OF ALTEO LIMITED AND ITS

SUBSIDIARIES

APPENDIX 2 – THE SCHEME

APPENDIX 3 – EXTRACTS OF PROPOSED CONSTITUTION OF ALTEO GROUP

LTD (TO BE RENAMED AS ALTEO LIMITED)

APPENDIX 4 – EXTRACTS OF RESERVED MATTERS OF THE PROPOSED

CONSTITUTION OF ALTEO LIMITED (TO BE RENAMED

AS ALTEO AGRI LTD)

APPENDIX 5 – LIST OF DIRECT INVESTMENTS

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1. GLOSSARY OF DEFINITIONS AND ABBREVIATIONS

Alteo or the Company Alteo Limited

Alteo Group Alteo Group Ltd

Alteo Notes MUR 2,050,000,000 notes issued by Alteo pursuant to the Note

Programme

CA The Companies Act 2001

CDS Central Depository & Settlement Co. Limited

Effective Date The effective date of the Scheme of Arrangement, namely the

2 April 2018

FSC The Financial Services Commission

KShs Kenyan Shilling, the lawful currency of the Republic of Kenya

Listing Rules The rules governing the listing of securities on the Official List

issued by the SEM

LEC The Listing Executive Committee of the SEM

MUR Mauritian Rupees, the lawful currency of the Republic of Mauritius

Note Programme The MUR 5 Billion Multicurrency Note Programme Memorandum

dated 29 May 2013 and a Supplement thereto dated 21 April 2016

SEM The Stock Exchange of Mauritius Ltd

Special Meeting Special meeting of shareholders of Alteo to be held on the 14

December 2017 to approve the Scheme of Arrangement

Scheme of Arrangement or the Scheme The scheme of arrangement pursuant to Sections 261 to 264 of the

CA as further described in Section 2 of this document.

TShs Tanzanian Shilling, the lawful currency of the United Republic of

Tanzania

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

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2. BACKGROUND OF ALTEO AND THE PROPOSED RESTRUCTURING

2.1 ALTEO

Alteo is a public company limited by shares, incorporated in Mauritius in 1913 under the registration number C06000012,

and which is listed on the Official Market of the SEM. Alteo’s registered office is at Vivéa Business Park, Saint Pierre.

Alteo, including its subsidiaries (the “Group”), is the largest sugar producer in Mauritius and operates sugar factories in

Mauritius, Kenya and Tanzania. The Group also has a presence in the energy sector whereby it owns and operates three

power plants, and in the real estate sector through Anahita Mauritius, an ongoing high-end residential development. The

current Group structure is set out in Appendix 1.

Details of the Alteo’s main subsidiaries, which contribute to more than 10% of the Group’s net turnover, are as follows:

The total share capital of Alteo is of MUR 8,991,595,000 represented by 318,492,120 ordinary shares of no par value, as

further described in Section 3.4 of this document.

Alteo has also set up a Note Programme whereby it has issued Alteo Notes which were principally aimed at financing its

operations and investments.

2.2 THE PROPOSED RESTRUCTURING

On the 6 October 2017, Alteo issued a communiqué informing its shareholders and the public in general of its intention to

proceed with a restructuring, which would include a Scheme of Arrangement, as further described in this document.

The key objective of the proposed restructuring is to provide for a more efficient group structure through the separation of

the land holding and agricultural activities of Alteo from its investment and capital allocation activities as at the date of this

document, the land holding, agricultural activities and investments are all held directly by Alteo.

The following key benefits are expected to result from the restructuring:

(i) The optimisation of capital allocation within the Group and towards future investments;

(ii) A more efficient monitoring of the return on capital of the Group’s several business segments;

(iii) The ring fencing of risks and cash flows resulting from the investment activities;

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(iv) A more efficient and focused monitoring of the performance of the agricultural activities and clearer management

accountability for this business segment; and

(v) Enhanced visibility on the financial performance of the agricultural business segment.

As part of the proposed restructuring, a new legal entity has been incorporated, namely Alteo Group, which will act as the

holding company. As at the date of this document, the stated capital of Alteo Group is MUR 1,000 consisting of 100 Ordinary

shares of no par value held by CK (Secretaries) Ltd.

The proposed restructuring will include a Scheme of Arrangement, which will be implemented as follows:

(i) Alteo Group and Alteo have jointly applied on 5 October 2017 to the judge of the Bankruptcy Division of the Supreme Court

of Mauritius for a court order under section 262 of the CA.

(ii) The Scheme, as per Appendix 2, will be proposed to the shareholders for adoption at a special meeting of shareholders

to be held on the 14 December 2017.

(iii) After the shareholders’ vote, Alteo Group and Alteo will jointly present a petition to the above Honourable Court to

sanction the Scheme (the “Petition”), after the required publication in the press.

(iv) Upon the Scheme becoming effective:

a. the stated capital of Alteo Group will be increased and no par value ordinary shares of Alteo Group will be issued on a

one to one basis to the registered shareholders of Alteo as at the close of business on the 26 March 2018 (or such other date

as will be determined following the Petition and Court Order sanctioning the Scheme) in exchange for their Alteo shares;

b. shareholders of Alteo will become shareholders of Alteo Group which will be the sole shareholder of Alteo;

c. the ordinary shares held by CK (Secretaries) Ltd in Alteo Group will be bought back and cancelled so that the shareholding

structure of Alteo Group will match exactly and mirror the shareholding structure of Alteo as at the close of business on the

26 March 2018 (or such other date as will be determined following the Petition and Court Order sanctioning the Scheme);

d. the Alteo Notes, Note Programme and a loan of MUR 204,400,000 granted by The Mauritius Commercial Bank Limited

to Alteo will be assigned from Alteo to Alteo Group as well as the inscription of a new first ranking fixed charge by Alteo in

guarantee of the Alteo Notes assigned to Alteo Group over the very same properties subject to the present fixed charge and

a new floating charge on the assets of Alteo Group;

e. a constitution will be adopted by Alteo Group, the extracts of which are as per Appendix 3, and Alteo will adopt a new

constitution which will include reserved matters as per Appendix 4;

f. Alteo will be renamed Alteo Agri Ltd and, simultaneously, Alteo Group will be renamed Alteo Limited;

g. the shares of Alteo Group will be listed on the Official List of the SEM by way of an introduction pursuant to the Listing

Rules 5.14 to 5.16 as further detailed in this document; and

h. direct investments held by Alteo, as per Appendix 5, will be transferred to Alteo Group, as detailed in Section 2.3 of this

document.

Minority shareholders’ rights will be protected as shareholders voting against the Scheme will have the option to request a

mandatory buy-out of their shares pursuant to the provisions of the CA. The shares of Dissenting Shareholders will be bought

back by Alteo provided that the aggregate liability does not exceed the budget of MUR 250 Million. Those shares will be put

back on the market for sale.

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The shares of Alteo Group will carry exactly the same voting and economic rights as those of Alteo. All shares of Alteo Group will

be issued in registered form. The existing share certificates of Alteo will be cancelled and replaced by new share certificates

of Alteo Group.

As far as governance is concerned, upon the implementation of the Scheme, the same persons as listed in Section 3.1 below,

who form the Board of Directors of Alteo will be appointed as Directors of Alteo Group so that the Board of Directors of Alteo

Group will mirror, and be the same as the Board of Directors of Alteo, and the very same management team will continue to

manage the operations of the Group.

DELISTING OF ALTEO

On the Effective Date, Alteo will become a wholly owned subsidiary of Alteo Group. Alteo will no longer meet one of the

requirements of the Listing Rules, namely the requirement to have at least 25% of its shares in the hands of not less than 200

members of the public as per the Listing Rule 6.21. Accordingly, an application will be made to the SEM to suspend the listing

of the shares of Alteo pursuant to Listing Rule 3.10 in anticipation of the consequential withdrawal of Alteo from the Official

List on or about the 2 April 2018 pursuant to Listing Rule 3.9 (c).

LISTING OF ALTEO GROUP

Concurrently, the shares of Alteo Group will be listed on the Official List of the SEM on or about the 2 April 2018. A formal

application for the listing of the shares of Alteo Group by way of an introduction pursuant to Listing Rules 5.14 to 5.16 has

been submitted for the approval of the LEC. The LEC has, on 15 November 2017, given its conditional approval to the above

application. Dealings in the shares of Alteo Group are expected to commence on or about the 2 April 2018.

The price of the Alteo Group shares will be determined by the market on the first day of trading on or about the 2 April 2018.

The Alteo Group share price is expected to be aligned to the closing price of currently quoted Alteo shares prior to the date of

their trading suspension.

2.3 TRANSFER OF INVESTMENTS FROM ALTEO TO ALTEO GROUP

Following the implementation of the Scheme as described above, Alteo will be separating its investments from its agricultural

operations.

To that effect, direct investments of Alteo, as per Appendix 5, will be transferred to Alteo Group. The transfer will be achieved

via a share buy-back pursuant to section 69 of CA at the carrying value of the investments.

This phase involves a reorganization of investments within Alteo Group and will have no impact on the ultimate economic

interests of its shareholders.

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2.4 FINAL GROUP STRUCTURE

Following the completion of the transfer of investments from Alteo to Alteo Group, Alteo Group will hold all the investments

of Alteo Group and its main source of income will be dividend income from its subsidiaries, associates and other direct and

indirect investments.

After the restructuring, the Group structure shall be as follows:

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2.5 PROVISIONAL CALENDAR OF EVENTS

Special Meeting of shareholders 14 December 2017

Petition presented to the Court 21 December 2017

Court order issued 12 February 2018

(at the Court’s discretion)

Last day to deposit share certificates of Alteo at CDS for trading 14 March 2018

Last trading day of Alteo shares 21 March 2018

Suspension of trading in the shares of Alteo As from 22 March 2018

Close of books for share exchange under the Scheme 26 March 2018

Allotment of shares in Alteo Group 30 March 2018

Crediting of CDS accounts with shares in Alteo Group 30 March 2018

Despatch of allotment letters and share certificates to shareholders On or about 30 March 2018

Effective Date 02 April 2018

First trading day of the shares of Alteo Group 02 April 2018

The above timetable is provisional and is subject to the timing of the Court order and sanction. The above dates have been set

on the basis that the Effective Date is no later than the 2 April 2018. Should the Effective Date be later than the 2 April 2018,

shareholders and the public will be informed of the revision by way of a communiqué.

Shares of Alteo will be withdrawn from the Official Market of the SEM as soon as possible following suspension of trading.

Shareholders who hold shares in CDS account at the close of books will receive their corresponding number of shares in Alteo

Group in inscribed form and these will be directly credited to their CDS accounts.

Upon the allotment of shares in Alteo Group, Alteo share certificates will be cancelled in the register of shareholders and new

share certificates will be issued to all shareholders who have not deposited their share certificates in a CDS account on or

about the 30 March 2018 or any later date that may be subsequently communicated.

It is important that Alteo’s shareholders whose shares are pledged make all necessary arrangements with their respective

pledgees for the pledge over their Alteo pledged shares to be registered in relation to and over the Alteo Group shares allotted

to them as a result of the Scheme.

Shares of Alteo’s shareholders, which are being subject to usufructs will be exchanged for shares in Alteo Group with similar

usufructs.

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3. CORPORATE INFORMATION

3.1 DIRECTORS’ DETAILS AND PROFILES

As stated above, upon the implementation of the Scheme, the same persons as listed in this section, who form the Board of

Directors of Alteo, will be appointed as Directors of Alteo Group so that the Board of Directors of Alteo Group will mirror and

be the same as the Board of Directors of Alteo.

The Directors’ profiles of Alteo are provided hereafter.

Pierre Bernard Arnaud Montagu DALAIS

Non-Executive Chairman

Appointed in 1984, and appointed as Chairman of the Board on June 24, 2015

Mauritian - Born in 1955

Professional Journey: P. Arnaud Dalais acted as Group Chief Executive of Alteo from November 1991 until June 2015 and is

currently the Chairman of the Board. Under his leadership as Group Chief Executive since November 1991, the Company

has gone through an important development both locally and on the international front. He has led his team to successfully

conclude the amalgamation of ex-Flacq United Estates Ltd with and into ex-Deep River Beau Champ Limited which has since

been renamed Alteo Limited. He is also the Chairman of the CIEL Group and as such, chairs the Boards of CIEL Limited

and CIEL Textile Ltd. He plays an active role at the level of the Mauritian private sector and has assumed the Chairmanship

of a number of organisations including the Joint Economic Council from 2000 to 2002. From 2015 to 2017, he has been the

Chairman of Business Mauritius, the new private sector supreme institution issued from the merger of the Joint Economic

Council and the Mauritius Employers Federation.

Directorships in other listed companies:

- CIEL Limited (Chairman)

- CIEL Textile Limited (Chairman)

- Sun Limited

Business address: 5th Floor, Ebène Skies, Rue de l’Institut, Ebène

Marie Philomène Gérard Jean-Claude BÉGA

Non-Executive Director

Appointed in 2012


Professional Journey: Jean-Claude Béga is a Fellow of the Association of Chartered Certified Accountants. He joined GML in

1997 and has been nominated as Group Head of Financial Services and Business Development of IBL Ltd on 1st July 2016.

Jean-Claude Béga is the Non-Executive Chairman of Mauritian Eagle Insurance Company Limited, DTOS Ltd, The Bee Equity

Partners Ltd and Anahita Estates Limited and serves as Director of a number of companies including Phoenix Beverages

Limited, Lux Island Resorts Limited, AfrAsia Bank Limited and Anahita Residences & Villas Limited.

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- Lux* Island Resorts Ltd

- Phoenix Beverages Limited

- Mauritian Eagle Insurance Company Limited (Chairman)

- The Bee Equity Partners Ltd (Chairman)

- Phoenix Investment Company Ltd

Business address: 4th Floor, IBL House, Caudan Waterfront, Port Louis

Jan Fredrik Louis Gaëtan BOULLÉ


Appointed in 2012


Professional Journey: Jan Boullé is an « Ingénieur Statisticien Economiste », France and holds a « Diplôme de 3ème Cycle

de Sciences Economiques »,Université Laval, Canada. He has been working for the Constance Group from 1984 to 2016 and

occupied various executive positions and directorships. His latest position being Group Head of Projects and Development.

He has been appointed as the Non-Executive Chairman of IBL Ltd on the 1st July 2016 and is also a member of the Board of

Directors of several major companies of IBL Group.


- IBL Ltd (Chairman)


- Phoenix Investment Company Limited

- The Bee Equity Partners Ltd


Joseph Jean-Pierre Piat DALAIS


Appointed in 2014


Professional Journey: Jean-Pierre Dalais is the Group Chief Executive of CIEL since January 2017. Throughout his career with

CIEL, Jean-Pierre has been focusing on the management and development of CIEL’s operations in Mauritius and internationally.

He has been instrumental in the expansion of the Group’s Finance, Healthcare and Hotels & Resorts clusters. Before joining

CIEL in 1990 as General Manager of Aquarelle, Jean-Pierre worked at Arthur Andersen. Jean-Pierre holds an MBA from the

International University of America, San Francisco, USA.


- Sun Limited (Chairman)

- CIEL Limited

- CIEL Textile Limited

- Phoenix Beverages Limited (Alternate Director)


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Louis Amédée DARGA

Independent Non-Executive Director

Appointed in 2012


Professional Journey: Amédée Darga is a Fellow of the Royal Society of Arts. He is also a Fellow of the Institution of Engineers

of Mauritius. He is the Managing Partner of Straconsult, a Social Science Researcher, the Chairman of SEATINI (Southern &

Eastern Africa Trade Information Network Initiative), and Chairman of the Mauritius Africa Business Club. Amédée Darga has

served as Minister of Housing, Lands, Town and Country Planning for 2 years and previously occupied numerous positions such

as Mayor of Curepipe. He was a Member of Parliament from 1976 at the age of 26. He is a regular resource person to the United

Nations on matters of governance and economic development.


- CIM Financial Services Ltd

Business address: 2, Johanna Street, Near Caudan Roundabout, Port Louis

Louis Jean Jérôme DE CHASTEAUNEUF


Appointed in 2014


Professional Journey: Jérôme de Chasteauneuf is a Chartered Accountant of England and Wales and holds a BSc Honours

in Economics from the London School of Economics and Political Science, UK (1989). He joined the CIEL Group in 1993 as

Corporate Finance Advisor and became Head of Finance of the CIEL Group in 2000. He has been closely involved with the sugar

industry by acting as Head of Finance of DRBC (now Alteo Limited) for a number of years. Jérôme de Chasteauneuf is also the

Managing Director of CIEL Corporate Services Ltd and an Executive Director of CIEL Limited.


- CIEL Limited

- CIEL Textile Limited

- Harel Mallac & Co. Ltd

- Sun Limited

- The Medical & Surgical Centre Limited


Joseph André Philip Jean JUPPIN DE FONDAUMIÈRE

Independent Non-Executive Director

Appointed in 1996


Professional Journey: Jean de Fondaumière is a Chartered Accountant of Scotland. He worked in Australia for eleven years and

he retired as the CEO of the Swan Group at the end of 2006 after fifteen years. He is a past Chairman of The Stock Exchange

of Mauritius and his former Directorships include companies operating in the African, Indian Ocean and Asia Pacific regions.

Jean de Fondaumière holds a portfolio of Directorships in Mauritius for companies operating in commerce, finance, power

generation, sugar and tourism.

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- Constance Hotels Services Ltd

- Constance La Gaieté Company Ltd

- Hotelest Ltd

- LUX* Island Resorts Ltd

- United Investments Ltd

Business address: Coastal Road, Poste Lafayette

Patrick Gérard Cyrille DE LABAUVE D’ARIFAT

Executive Director

Appointed in 2012


Professional Journey: Patrick de Labauve d’Arifat holds a BSC degree in Economics and Accountancy from City University,

London. He started his career with the Mauritius Chamber of Agriculture in 1982 and in 1991 he was appointed Director of the

Mauritius Sugar Producers Association. He has chaired that same association for four years and that of the Mauritius Sugar

Syndicate for two years. He joined CIEL Agro-industry as Chief Executive Officer in July 2001. Patrick de Labauve d’Arifat has,

throughout those years, been closely associated with the policy formulation and implementation of the modernization process

of the sugar industry in Mauritius and in the region.


- Constance La Gaiete Company Limited (appointed as Non-Executive Director on 12 May 2017)

- Rogers and Company Limited (resigned on 14 March 2017)

Business address: Vivéa Business Park, Saint Pierre

Fabien Henri Patrick DE MARASSÉ ENOUF

Executive Director

Appointed in 2015


Professional Journey: Fabien de Marassé Enouf holds a Bcom (Accounting and Finance) from Curtin University, Australia, and

qualified as a member of the Institute of Chartered Accountants in England and Wales in 2004. He joined the Corporate Finance

practice of PwC Mauritius in 2005. As Senior Manager at PwC, he has advised clients across a variety of sectors on business

valuations, M&A and finance raising projects and has regularly been involved in stock market related transactions. Fabien de

Marassé Enouf joined Alteo in January 2014 as Chief Finance Executive.


No Directorship in other listed companies.

Business address: Vivéa Business Park, Saint Pierre

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Arnaud Marie Cyril LAGESSE


Appointed in 1995 and acted as Chairman of the Board from August 13, 2013 to June 24, 2015


Professional Journey: Arnaud Lagesse holds a Masters in Management from the Université d’Aix-Marseille and graduated

from the Institut Supérieur de Gestion de Paris. He attended a Professional Development Program at INSEAD, Fontainebleau

(France), an Advanced Management Program (AMP180) from Harvard Business School, United States, and a Breakthrough

Executive Program with Egon Zender/Mobius in Portugal. Arnaud Lagesse started his career at IBL Ltd (formerly known

as GML) in 1993 as Finance and Administrative Director, before being appointed Chief Executive Officer in August 2005. Ten

years later, following the amalgamation of GML Investissement Ltée and Ireland Blyth Limited on 01 July 2016, he was then

appointed as Group CEO of the amalgamated entity, IBL Ltd. Arnaud Lagesse was President of the National Committee on

Corporate Governance in Mauritius, of the Chamber of Agriculture, of the Mauritius Sugar Producers’ Association and of the

Sugar Industry Pension Fund. Mr Lagesse is the Chairman of Fondation Joseph Lagesse since July 2012.


- IBL Ltd

- The United Basalt Products Ltd

- Lux Island Resorts Ltd (Chairman)

- Phoenix Beverages Limited (Chairman)

- Phoenix Investment Company Ltd

- BlueLife Limited


Thierry Pierre Joseph Marie LAGESSE


Appointed in 1983


Professional Journey: Thierry Lagesse holds a ‘Maîtrise des Sciences de Gestion’ from the University of Paris Dauphine. He

was the Non-Executive Chairman of IBL Ltd, Alteo Limited, Phoenix Beverages Limited and The United Basalt Products Ltd up

to August 13, 2013 and acts as Director of several other companies quoted on the Stock Exchange of Mauritius Ltd. He is the

Executive Chairman and founder of Palmar Group of Companies and Executive Chairman of Parabole Réunion SA.


- IBL Ltd

- Lux Island Resorts Limited


- The United Basalt Products Ltd

- The Bee Equity Partners Ltd

- Phoenix Investment Company Limited


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3.2 OTHER CORPORATE INFORMATION OF ALTEO AND ALTEO GROUP

3.3 THIRD PARTY INFORMATION

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3.4 STATED CAPITAL OF ALTEO AND ALTEO GROUP

As at the 30 June 2017, the stated capital of Alteo was made up of 318,492,120 ordinary shares of no par value of worth in total

MUR 8,991,595,000.

As at the date of this document, the stated capital of Alteo Group is made up of MUR 1,000 consisting of 100 ordinary shares of

no par value held by CK (Secretaries) Ltd.

Alteo Milling Ltd, a member of Alteo group, increased its share capital by MUR 50 Million in August 2017.

There has been no commissions, discounts, brokerages or other special terms granted within the 2 years immediately

preceding the issue of these Listing Particulars in connection with the issue or sale of any capital of any member of the group,

and none of the Directors or proposed Directors, promoters or experts have received any such payment or benefit.

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No capital of Alteo or any member of Alteo group is under option.

The ordinary shares of Alteo and Alteo Group are in registered form.

3.5 CURRENT SHAREHOLDING OF ALTEO AND ALTEO GROUP

As at 30 June 2017, the shareholders holding more than 5% of the ordinary shares of the Company are as follows:

As at the date of this document, the only shareholder of Alteo Group is CK (Secretaries) Ltd.

On the Effective Date, the register of shareholders of Alteo Group shall be kept by MCB Registry & Securities Ltd. The ownership

of Alteo Group shares shall be either evidenced by a share certificate or be in a dematerialized form in accordance with the

Securities (Central Depository Clearing and Settlement) Act.

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3.6 INTERESTS OF DIRECTORS

The Directors’ and officers’ interests in the shares of the Company as at the 30 June 2017 were as follows.

3.7 REMUNERATION AND BENEFITS IN KIND TO DIRECTORS

Remuneration and benefits received by the directors of Alteo and its subsidiaries as at the 30 June 2017 amounted to

MUR 79.6 Million.

The Directors’ emoluments of Alteo and Alteo Group for the next financial period have not yet been determined.

3.8 DIRECTORS’ SERVICE CONTRACTS

Messrs. Patrick de Labauve d’Arifat and Fabien de Marassé Enouf have a service contract with Alteo with no expiry terms.

3.9 MATERIAL CONTRACTS BETWEEN ALTEO AND/OR ITS SUBSIDIARIES AND THE DIRECTORS

The Directors of Alteo are not materially interested in any contract or arrangement subsisting at the date of this document

which is significant in relation to the business of Alteo and/or its subsidiaries.

19

Audited Audited Audited

30 Jun 17 30 Jun 16 30 Jun 15 MUR' 000 MUR' 000 MUR' 000

Turnover by Country

Mauritius 4,169,811 4,168,411 4,316,360

Tanzania 2,936,285 2,402,995 2,419,468

Kenya 1,969,839 1,420,405 -

Consolidation adjustments (146,587) (141,589) -

Total turnover 8,929,348 7,850,222 6,735,828

Results by Country

Mauritius (26,247) 41,159 446,993

Tanzania 1,046,971 724,349 710,576

Kenya 53,128 34,954 -

Profit for the year 1,073,852 800,462 1,157,569

4. FINANCIAL INFORMATION

4.1 FINANCIAL HIGHLIGHTS

Audited Audited Audited 30 Jun 17 30 Jun 16 30 Jun 15 MUR' 000 MUR' 000 MUR' 000

TURNOVER 8,929,348 7,850,222 6,735,828

Earnings Before Interests, Taxation, Depreciation & Amortisation (EBITDA) 2,912,967 2,394,989 2,091,377

Depreciation & Amortisation (853,565) (801,271) (655,270)

Earnings Before Interests & Taxation (EBIT) 2,059,402 1,593,718 1,436,107

Finance costs (426,587) (416,606) (210,140)Share of results of joint ventures & associates 7,852 12,601 20,659Non-recurring items 136,873 12,601 358,447

Profit before taxation 1,777,540 1,231,241 1,605,073

Taxation (703,688) (430,779) (447,504)

Profit for the year 1,073,852 800,462 1,157,569Other comprehensive income for the period (227,278) (169,795) (175,114)Total comprehensive income for the period 846,574 630,667 982,455

Profit attributable to:Owners of the parent 487,054 264,211 689,980Non-Controlling interests 586,798 536,251 467,589

1,073,852 800,462 1,157,569Total comprehensive income attributable to:Owners of the parent 344,437 185,007 565,173Non-Controlling interests 502,137 445,660 417,282

846,574 630,667 982,455

Earnings per share Rs 1.53 0.83 2.17Dividend per share 0.82 0.80 0.80

CONDENSED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME OF ALTEO AND ITS SUBSIDIARIES

SEGMENTAL INFORMATION OF ALTEO AND ITS SUBSIDIARIES

Rs

20

REVIEW OF FINANCIAL YEAR ENDED 30 JUNE 2017

OVERALL

Group turnover and Earnings before Interests, Depreciation, Tax and Amortisation (“EBITDA”) grew by 14% and 22% respectively

driven by the good performance of sugar operations in East Africa, notably TPC Limited which posted commendable results

for the year. Profit after tax was further enhanced by non-recurrent items totaling MUR 137 Million comprising mainly gains

realised on the disposal of land.

SUGAR

The sugar cluster showed improved results on the back of i) higher sugar prices in all markets and ii) increased production

capacities in Tanzania and Kenya and better sucrose level in Mauritius and Tanzania resulting into higher sales volumes. The

Mauritian operations have been however negatively impacted by a standing crop fair value movement in anticipation of a lower

sucrose for the 2017 crop season.

ENERGY

The energy cluster posted an increased turnover during the year due to a better offtake. However, Alteo Energy Ltd’s results

were impacted by higher coal prices during the third and fourth quarters.

PROPERTY

The increased cluster losses are mainly attributable to the limited inventory available for sale after completion of the southern

and central phases of Anahita.

21



ASSETS EMPLOYED

Non-current assets 23,787,173 23,791,765 21,398,878

Current assets 5,419,310 4,869,805 4,681,121

Non current assets held for sale 285,334 383,128 408,945

TOTAL ASSETS 29,491,817 29,044,698 26,488,944

EQUITY AND LIABILITIES

Shareholders' interests 16,970,845 16,924,572 16,994,387

Non-controlling interests 2,482,865 2,366,528 2,475,006

Non-current liabilities 5,584,320 5,980,095 3,540,870Current liabilities 4,453,787 3,773,503 3,478,681

TOTAL EQUITY AND LIABILITIES 29,491,817 29,044,698 26,488,944

Net asset value per share Rs 53.28 53.14 53.36

Number of shares in issue No 318,492,120 318,492,120 318,492,120

CONDENSED STATEMENT OF FINANCIAL POSITION OF ALTEO AND ITS SUBSIDIARIES

SEGMENTAL INFORMATION OF ALTEO AND ITS SUBSIDIARIES



Assets by country

Mauritius 23,383,133 23,113,898 22,711,579

Tanzania 3,872,603 3,805,288 3,777,365

Kenya 2,236,081 2,125,512 -

29,491,817 29,044,698 26,488,944

22

4.3 FINANCIAL AND TRADING PROSPECTS

The sugar cluster performance is expected to be affected by a lower sugar price, albeit supported by the welcomed export

sector measures recently announced by Government, and by a lower sucrose for the Mauritian operations. Sugar production

volumes are also expected to be lower next year in Kenya and Tanzania compared to the record productions for the financial

year under review. The energy cluster should benefit from an increased contribution from Alteo Energy Ltd, following the

anticipated tariff adjustment through the indexation mechanisms. Finally, the property cluster is expected to benefit from the

recognition of the first sales of the Anahita northern parcels and improved performance of Anahita Golf & Spa Resort following

its refurbishment.

4.2 DETAILS OF BORROWINGS AS AT 30 JUNE 2017

- The total debt securities of Alteo and its subsidiaries amounted to MUR 1,300 Million, which are secured;

- The total borrowings of Alteo and its subsidiaries amounted to MUR 4,190 Million, the entire amount being secured;

- The total mortgages and charges of Alteo amounted to MUR 16,392 Million;

- The total bank guarantees of Alteo and its subsidiaries amounted to MUR 78 Million; and

- The total contingencies of Alteo and its subsidiaries amounted to MUR 123 Million.

23

5. ADDITIONAL DISCLOSURES

5.1 EMPLOYEE SHARE OPTION SCHEME

Alteo has no Employee Share Option Scheme.

5.2 MATERIAL CONTRACTS

Alteo has no material contracts other than those entered into in the ordinary course of business.

5.3 LEGAL PROCEEDINGS, CONTINGENCIES AND GUARANTEES

Alteo and its subsidiaries had the following contingent liabilities as at 30 June 2017:

(i) Alteo has received income tax assessments totalling MUR 56 Million in respect of the years of assessment 2006/2007,

2007/2008 and 2009/2010. It has filed an objection to the assessments in accordance with the provisions of the Income Tax Act.

Alteo is of the opinion, based on legal and tax advice, that the tax liability will not crystallise in the foreseeable future.

(ii) There is a legal claim against Transmara Sugar Company Limited, Alteo’s subsidiary, relating to a dispute on the breach

of outgrowers contract and employment work injury amounting to KShs 185 Million. The company’s lawyers and management

consider the likelihood of the action against the company being successful as unlikely. The company has not provided for any

contingent liability due to the uncertainty of the outcome.

(iii) In the ordinary course of business, Alteo Energy Ltd and Consolidated Energy Co. Ltd have letters of credit amounting to

MUR 78 Million to third parties.

5.4 COSTS ASSOCIATED WITH THE SCHEME OF ARRANGEMENT

5.5 OTHER DISCLOSURES

As at the 30 June 2017, the number of people employed by Alteo stood at approximately 6,438.

24

6. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents are available for inspection during normal business hours at the registered offices of Alteo at Vivéa

Business Park, Saint Pierre, Mauritius:

- Existing and proposed constitution of Alteo;

- Proposed constitution of Alteo Group;

- Audited financial statements of Alteo for the past 3 years; and

- The original Listing Particulars.

Patrick de Labauve d’Arifat

Director

25

APPENDIX

26

APPE

NDI

X 1

GROU

P ST

RUCT

URE

OF

ALTE

O AN

D IT

S SU

BSID

IARI

ES

APPENDIX 2THE SCHEME

1. Shareholders of Alteo shall be convened to a special meeting to consider and vote on the following resolutions:

(i) approve by Ordinary Resolution the steps to be taken and resolutions to be passed by CK (Secretaries) Ltd as the

sole shareholder of Alteo Group for the implementation of the Scheme;

(ii) Following the passing of the above Ordinary resolution, to approve the Scheme by Special Resolution; and

(iii) Conditional upon the Scheme becoming effective:

a. Approve by Special Resolution that Alteo proceeds with a change in name from Alteo to Alteo Agri Ltd;

b. Adopt by Special Resolution the new constitution of Alteo Agri Ltd which includes Reserved Matters

(as per Appendix 5); and

c. Approve by Ordinary Resolution the assignment by Alteo to Alteo Group of the MUR 5,000,000,000 Multicurrency Note

Programme under the terms of the Programme Memorandum dated 29 May 2013, and the Supplement there to dated

21 April 2016, the Alteo Notes and the MCB Loan as well as the inscription of a new first ranking fixed charge by Alteo in

guarantee of the Notes assigned to Alteo Group over the very same properties subject to the present fixed charge and a new

floating charge on the assets of Alteo Group.

2. CK (Secretaries) Ltd as the sole shareholder of Alteo Group shall, by written resolutions:

(i) approve the Scheme;

(ii) increase the issued capital of Alteo Group by granting authorisation to the Board of Directors of Alteo Group,

pursuant to section 55 of the Companies Act, to enter into an exchange on a one to one basis of newly issued

ordinary shares in Alteo Group for shares in Alteo as at the close of business on 26 March 2018 (or such other

date as will be determined following the Petition and Court Order sanctioning the Scheme);

(iii) approve the exchange of the shares acquired in Alteo as a result of step (ii) above for shares to be issued by Alteo

Group; and

(iv) and conditional upon the Scheme becoming effective:

a. adopt the Constitution of Alteo Group (as per Appendix 4), which will mirror the present constitution of Alteo;

b. buy back and cancel the shares issued for the purposes of incorporation of Alteo Group, and currently held by

CK (Secretaries) Ltd;

c. change the name of Alteo Group to Alteo Limited;

d. appoint the Board of Directors of Alteo Group;

e. approve the remuneration of Directors of Alteo Group;

f. confirm the listing of Alteo Group on the Official Market of the SEM by way of an introduction;

g. approve the delisting of Alteo on the Official Market of the SEM; and

h. confirm the Information Memorandum and Listing Particulars issued by Alteo.

28

APPENDIX 3EXTRACTS OF PROPOSED CONSTITUTION OF ALTEO GROUP LTD (TO BE RENAMED ALTEO LIMITED)

Provision with regard to rights of ordinary shares

As per Definition Table

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 Class of Shares, the right to an equal share in the distribution of the surplus assets of the

Company on its liquidation.”

Provisions with regard to issue of shares

Under Clause 7.2 Board may issue shares:

a. “Subject to the Act, this Constitution and the terms of issue of any existing shares, 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.

b. Notwithstanding section 55 of the Act and unless the terms of issue of any Class of Shares specifically provide otherwise,

the Board may, if authorized by the shareholders by Ordinary Resolution, 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.

c. If the Board issue shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such

shares, and if the Board issue shares with different voting rights, the designation of each Class of Shares, other than those with

most favorable voting rights, shall include the words “restricted voting” or “limited voting”.

d. If the Board issue shares to preference shareholders, the Board shall ensure that adequate voting rights will, in

appropriate circumstances, be secured to preference shareholders.”

Provisions with regard to shares issued in lieu of dividend

Under Clause 7.6 Shares issued in lieu of Dividend:

“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.”

29

Provisions with regard to variation of rights

Under Clause 7.7 Variation of rights:

a. “If, at any time, the share capital of the Company is divided into different Classes of shares, the Company shall not take

any action which varies the rights attached to a Class of shares unless that variation is approved by a Special Resolution or by

consent in Writing of the holders of seventy five (75) percent of the shares of that Class; All the provisions of this Constitution

relating to meetings of shareholders shall apply “mutatis mutandis” to such a meeting provided however that the necessary

quorum shall be the holders of at least one third of the issued shares of that Class (but so that if, at any adjourned meeting of

such holders, a quorum is not present, those shareholders who are present shall constitute a quorum).

b. Where the variation of rights attached to a Class of Shares is approved under clause 7.7(a) and the Company becomes

entitled to take the action concerned, the holder of a share of that Class who did not consent to or cast any votes in favour of

the resolution for the variation, may apply to the Court for an order under section 178 of the Act, or may require the Company

to purchase those shares in accordance with section 108 of the Act. For the purposes of this clause, “variation” shall include

abrogation and the expression “varied” shall be construed accordingly.

c. A resolution which would have the effect of:

(i) diminishing the proportion of the total votes exercisable at a Meeting by the holders of the existing shares of a Class; or

(ii) reducing the proportion of the dividends or distributions payable at any time to the holders of the existing shares of a

Class, shall be deemed to be a variation of the rights of that Class.

d. the Company shall within one month from the date of the consent or resolution referred to in clause 7.7(a) file with the

Registrar in a form approved by him the particulars of such consent or resolution.”

Provisions with regard to fractional shares

Under Clause 7.8 Fractional shares:

“The Company may issue fractions of shares which shall have corresponding fractional liabilities, limitations, preferences,

privileges, qualifications, restrictions, rights and other attributes as those which relate to the whole share of the same Class

of shares.”

Provisions with regard to arrangements for transfer of securities

Under Clause 9 Transfer of shares:

“There shall be no restrictions on the transfer of fully paid up shares in this Constitution and any document relating to or

affecting the title to any shares shall be registered with the Company without payment of any fee.”

Under Clause 9.1 Execution of Transfer:

a. “The instrument of transfer shall be as per forms and rules pertaining to the CDS and the transferor shall be deemed

to remain the holder of the share or debenture (as the case may be) until the transferee is entered in the register in respect

thereof.

b. A transfer of the share, debenture or other interest of a deceased shareholder made by his heir or by the curator appointed

under the Curatelle Act shall, subject to any enactment relating to stamp duty or registration dues, be as valid as if he had been

such a shareholder at the time of the execution of the instrument of transfer, even if the heir or the curator is not himself a

shareholder.

c. Before entering a transfer made under clause 9.1(b) in the Share Register or the Register of Debenture Holders, the

30

Directors of the Company may require production of proper evidence of the title of the heir or, in the case of the curator, of the

vesting order.”

Under Clause 9.2 Form of transfer:

a. “A Shareholder may transfer all or any of his shares by executing an instrument in writing drawn up in the form required

by clause 9.1(a) and section 24 of the Registration Duty Act.

b. Nothing in clause 9.2(a) shall prejudice any power to register as a shareholder a person to whom a right to any share has

been transmitted by operation of law.”

Under Clause 9.3 Board’s right to refuse or delay registration of transfer:

a. “The Board may, subject to compliance with section 87 to 89 of the Act, refuse or delay the registration of any transfer of

any share to any person, whether that person be an existing shareholder or not, where:

(i) so required by law;

(ii) a holder of any such share has failed to pay on the due date any amount payable thereon either in terms of the issue

thereof or in accordance with the Constitution (including any Call made thereon);

(iii) the transfer is not accompanied by the share Certificate relating to the shares transferred, and such proof as the Board

reasonably requires of the right of the transferor to make the transfer;

(iv) the Company is required or authorised to do so under the provisions of the Securities (Central Depositary, Clearing and

Settlement) Act or any other enactment.

b. A copy of the resolution of the Board refusing or delaying a transfer of any share, stating the reasons for the refusal, shall

be sent to the transferor and the transferee within twenty-eight (28) days of the date on which such transfer was delivered to

the Board.”

Under Clause 9.4 Registration of transfer:

“Subject to clauses 9.1 and 9.2, on receipt of a duly completed and registered form of transfer, the Company shall enter the

name of the transferee on the Share Register as holder of the shares transferred, unless the Board has resolved in accordance

with clause 9.3 to refuse or delay the registration of the transfer of the shares.”

Provisions with regard to Dividends

Under Clause 16.2 Dividends payable pari passu:

“The Board may not authorise a Dividend

a. in respect of some but not all the shares in a Class;

b. of a greater amount in respect of some shares in a Class than other shares in that Class except where:

(i) the amount of the Dividend is reduced in proportion to any liability attached to the shares under this Constitution;

(ii) a shareholder has agreed in Writing to receive no dividend, or a lesser dividend than would otherwise be payable;

c. unless it is paid out of retained earnings, after having made good any accumulated losses at the beginning of the Financial

Year.

d. Dividends may be paid by posted cheques. The Board may cease sending dividend cheques by post, and if such cheques

have been left uncashed, such power of the Board will not be exercised until such cheques have been left so uncashed on two

consecutive occasions. However, such power may be exercised after the first occasion on which such a cheque is returned

undelivered and reasonable enquiries have failed to establish any new address of the registered holder.”

31

Provision with regard to the exercise of powers reserved to ordinary shareholders

Under Clause 17.1 Powers reserved to Ordinary shareholders:

a. “Powers reserved to shareholders of the Company by the Act or by this Constitution may be exercised:

(i) at a Meeting; or

(ii) by a resolution in lieu of a meeting; or

(iii) by a Unanimous Resolution.

b. Unless otherwise specified in the Act or this Constitution, a power reserved to shareholders may be exercised by an

Ordinary Resolution.”

Under Clause 17.2 Special Resolutions:

“ When shareholders exercise a power to approve any of the following, that power may only be exercised by a Special Resolution:

a. an alteration to or revocation of this Constitution or the adoption of a new Constitution;

b. a major transaction;

c. an amalgamation;

d. the liquidation of the Company; or

e. a reduction of the Stated Capital under section 62 of the Act.

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.”

Provisions with regard to distributions of dividends

Under Clause 16.1 of the constitution:

a. “Notwithstanding section 61(1)(b) of the Act but subject to clause 16.2, the Board may, if it is satisfied on reasonable

grounds that the Company will satisfy the Solvency Test as defined in section 6(1) of the Act immediately after the Distribution,

authorise a Distribution by the Company to Shareholders.

b. 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.”

Provisions with regard to retirement or non-retirement of Directors under an age limit

Under Clause 19.5(f) “A person will be disqualified from holding the office of Director if he attains or is over the age of seventy

(70) years; (but subject always to section 138 of the Act).”

“Notwithstanding anything in this section, a person of or over the age of 70 years may, by an Ordinary Resolution of which no

shorter notice is given than that required to be given for the holding of a Meeting of shareholders, be appointed or re-appointed

as a Director of the Company to hold office until the next Annual Meeting of the Company or be authorised to continue to hold

office as a Director until the next Annual Meeting of the Company.”

Provisions with regard to Directors’ qualifications shares

Under Clause 19.6 Shareholding qualification:

“A Director shall not be required to hold shares.”

32

Provisions with regard to borrowing powers exercisable by the Directors

Under Clause 20.1 Powers of the Board:

a. “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.

b. 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.

c. The Board shall moreover have all the powers of the Company as expressed in section 27 of the Act, 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”.

Provisions with regard to powers enabling the Directors to vote remuneration to themselves or any members of their body and

any other provision as to the remuneration of the Directors.

Under Clause 22 Remuneration and other interests of Directors:

22.1 Authority to remunerate Directors

a. “The shareholders by Ordinary Resolution, or the Board if it is satisfied that to do so is fair to the Company, shall approve:

(i) the payment of remuneration (or the provision of other benefits) by the Company to a Director for his services as a

Director, or the payment of compensation for loss of office; and

(ii) the making of loans and the giving of guarantees by the Company to a Director in accordance with section 159(6) of the

Act.

b. The Board shall ensure that, forthwith after authorising any payment under clause 22.1(a), particulars of such payment

are entered in the Interests Register, where there is one.

c. Notwithstanding the provisions of this clause, the shareholders of the Company may, by Unanimous Resolution or by

Unanimous Shareholder’s Agreement, approve any payment, provision, benefit, assistance or other distribution referred to in

section 159 of the Act provided that there are reasonable grounds to believe that, after the distribution, the Company is likely

to satisfy the Solvency Test.”

Provisions with regard to powers enabling a Director to vote on a proposal, arrangement or contract in which he is materially

interested

Under Clause 22.3(d): “A Director, even if he has declared his interest in accordance with this clause, shall not vote on any

matter relating to the transaction or proposed transaction in which he or his associate has a material interest, save and except

that he shall be authorised to vote in respect of the following matters:

a. 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;

33

b. any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company

which the Company 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;

c. 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 (5%) 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 Clause 22.3(d)(3) above, the definition of “associates” under Part I of the Schedule of the Securities Act shall apply.

d. 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 issuer 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

e. 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 issuer by virtue only of his interest in shares or debentures or other securities of the

issuer.”

34

APPENDIX 4EXTRACTS OF RESERVED MATTERS OF THE PROPOSED CONSTITUTION OF ALTEO LIMITED (TO BE

RENAMED ALTEO AGRI LTD)

29.1 Notwithstanding anything in this Constitution, but subject to clauses 29.3 and 29.4, the Board shall not authorise or

appoint a representative of Alteo Limited (formerly known as Alteo Group Ltd) (“Alteo”) to vote on a shareholders’ resolution

of “ALTEO AGRI LTD”, which would trigger shareholders’ rights under sections 105, 108 or 114 of the Act without the prior

consent (“Consent”) of the shareholders.

29.2 If such a decision to be made by Alteo requires the passing of:

29.2.1 An Ordinary Resolution, the Consent shall take the form of an Ordinary Resolution of the shareholders; or

29.2.2 A Special Resolution, the Consent shall take the form of a Special Resolution of the shareholders.

29.3 The Board shall not require a Consent to vote on an amendment of the constitution of the Company, and to adopt a new

constitution for the Company following the coming into effect of the Scheme of Arrangement made pursuant to sections 261 to

264 of the Act and which has become effective on the 2nd of April 2018.

29.4 In this clause 29, “Consent” has the meaning set forth in clause 29.1.

35

APPENDIX 5LIST OF DIRECT INVESTMENTS

Subsidiaries

Others:

All Investments in Available For Sale Financial Assets of Alteo

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Alteo Limited – Head OfficeVivéa Business Park, St Pierre, 81430, MauritiusPhone: (230) 402 9050Fax: (230) 432 [email protected] www.alteogroup.com

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