Debt Capital Markets Introduction and Overview

1. FOR DISCUSSION Debt Capital MarketsIntroduction and Overview

2. Executive Summary Debt Capital market funding is a viable funding solution allowing for the disintermediation of bank funding • Deal Bridge is in a unique position to be able to offer medium to large companies Debt Capital market solutions, throughout Africa • We have the capability to offer DCM solutions that is on par with any bank. • DCM Funding typically compliments bank funding, providing a viable alternative sourse. xxxxx

3. Capital Market Summary

4. DCM Targets with Advantages and Considerations • Alternative source of funding • Short Commercial Paper is achievable, from 3 months longer dated bonds up to 10 years for highly rated corporate companies and 30 years for Governments • Competitive pricing with Investors not required to hold capital or reserving costs • Standardisation of documentation that can be reused more frequently by using a Medium Term Note Programme • Stand alone documentation is acceptable to investors • Private placement is possible • Public listing is possible Advantages • Any private or listed company that has existing debt or requires debt for growth • Disclosure requirements can be handled sensitively by Non Disclosure Agreements • Smallest debt raising is about USD 10 million in the respective local currency • Set up costs have to make economic sense • Maximum debt raising is limited to the capacity of the borrowing company and the local market investment restraints • Reasonably sound companies with at least a 3 year audited financial track record. A profit is preferable  • Some Key ratios: • Debt/Equity: 50 to 90% • Debt cover: < 4X • Debt/EBITDA: ≤2.5X • Loan / Value: 70 to 80% Source: xxxxxz Considerations • Setting up costs can be high but can be amortised over the life of the bond and programme • Issuer disclosure section can be time consuming and may be problematic for private coys • Set up process can be time consuming – up to 10 weeks but will always depend on the intricacy of the deal and country

5. Rules & Regulations • In South Africa • Regulation 28 of the Pension Fund Act controls the reporting and compliance obligation on trustees of retirement funds that include the kind of asset the fund manager can buy, using the look through principle. Preventing over exposure to lowly rated and risky assets • Exchange control restricts the percentage of foreign assets the fund manager may hold. Retirement funds and long term insurance = 25% of AUM and for the Collective investment scheme (unit trusts) = 35% of AUM • Collective Investment Scheme Act regulates the investor that manages unit trust investments • Inward listing of a foreign entity may enter the SA market and use proceeds anywhere in the world, conditional of Surveillance approval at the SARB (EXCON) • No trustee required for normal corporate bond issue, Trustee is required for a securitisation & SPV structures • JSE is the regulator for listed bonds – non required for private placements • Companies Act restrict non-listed entities from listing bonds on JSE Source: xxxxxz • Rest of Africa • Require trustees to look after interest of the note holder • Securities Exchange Commission (SEC) or equivalent is the bond market regulator for listed and unlisted bonds – this is a tedious, timeous exercise but required if targeting a large pool of investors • Listing via the Stock exchange is subsequent to the SEC approval but not required for a Private Placement

6. Indicative Costs and Expenses Source: xxxxxz

7. Indicative Costs and Expenses Source: xxxxxz

8. Deal Bridge as a Lead Transaction Advisor / Arranger to Meet Your Strategic Objectives Our Understanding of Your Requirements • Certainty of seamless transaction execution • Appropriate credit positioning for transaction over-subscription to achieve the tightest pricing • Set the right pricing benchmark for future issuances and diversify funding sources by marketing to a broad and diverse base of investors • Overall co-ordination of the issuance process, due diligence, documentation, other advisors, legal counsels and transaction third parties • Facilitate and oversee interactions with key stakeholders and regulators • Guide Client with the rating process if required. Using SA or international rating agencies Key Deliverables to Provide Execution Comfort

9. In Focus: Domestic Medium Term Notes Programmes

10. PRIVATE AND CONFIDENTIAL Key Considerations

11. PRIVATE AND CONFIDENTIAL Lead Arranger Perspective: Note Issue & Management Spectrum Process Management & Oversight Preparatory & Due Diligence Documentation Marketing Financial Model Structuring Roadshow Sales / Distribution Legal Comprehensive Coverage Positioning Linked Model Terms & Conditions Presentation Pre Deal Research Commercial Transaction Docs Logistics Selling Pricing / Allocation Financial Risk Factors Investor Q&A Closing • Positioning and selling the credit profile of the Issue would ensure that investors gain a full appreciation of strength of the deal’s credit fundamentals • Evaluate levels of investor interest (both local and international) • The relevant terms and conditions of the proposed issue would be formulated, taking into account prevailing market conditions • Revised draft term sheets are produced at this stage – before the optimal structure is finalised • Docs Include: but not limited to • Working Party Contact List • Preliminary Credit Analysis • Auditor issued Comfort Letter • Legal Opinion from Transaction Counsel • Board Resolution • Written Approval - Regulator • Due Diligence Report • Offering Circular • Summary of Entire Transaction • Preparation of fully linked model to facilitate pricing and structuring • Pricing based on received orders • Preparation of Roadshow Presentation • Organization of roadshow logistics (investor invites / flights / hotels etc…) • Investor Q&A prepared to aid the Issuer in answering potential investor questions • Targeted Core Investors1-on-1 meetings in addition to the main roadshow • Bookbuilding • Target key accounts • Maximize distribution to widest possible account and drive tight pricing

12. PRIVATE AND CONFIDENTIAL Proposed End-to-End Execution Timeline Below is an indicative execution timeline Settlement Start Pre-Marketing Deal Announcement Pricing DEMAND GENERATION PREPARATION & STRUCTURING ROADSHOW AFTERMARKET Update Business & Legal Due Diligence Update OCwith Financials Start Drafting of Offering Circular Legal Documents & Approvals Pre-marketing Ratings (if necessary) Roadshow and Bookbuilding Settlement Roadshow Presentation Aftermarket Support Phase II (3 weeks) Phase I (6 weeks) Phase III (3 weeks) Phase IV( 2 weeks)

13. Road show and SA Investor profile The schedule below indicates how a roadshow could be structured between Johannesburg and Capetown • Arranger will advise on the best timing for roadshow/investor meetings • Arranger shall utilize our experience in the respective countries to set up meetings with key investors • Arranger will work with you to prepare a concise presentation, highlighting the companies credit fundamentals and relative value proposition contrasted positively against comparables • Senior members of the Arranger DCM team will accompany the Issuer on the roadshow/investor meetings

14. Pricing BoBC: Bank of Botswana Certificate

15. PRIVATE AND CONFIDENTIAL Recent Transactions Lafarge Cement WAPCO Export Trading Company (“ETC”) Produce Buying Company (“PBC”) Produce Buying Company (“PBC”) GHS40 million TZS16.35 billion GHS25 million Standard Chartered Bank Botswana Ltd United Bank for Africa Commercial Paper Note Purchase Agreement Due March 2012 Series 1 Ghana Sole Manager & Underwriter 12.40% Commercial Paper Note Purchase Agreement Due March 2012 Series 1 Tanzania Sole Manager & Underwriter Commercial Paper Note Purchase Agreement Due October 2011 Ghana Sole Manager & Underwriter NGN11.8 billion BWP70 million NGN35 billion 11.5% Fixed Rate Notes Due October 2014 Nigeria Joint Issuing House Subordinated Floating Rate Notes Due 2021 Botswana Sole Mandated Lead Arranger and Joint Bookrunner 14% Subordinated Fixed Rate Bond Due September 2018 Nigeria Joint Issuing House and Underwriter September 2011 September 2011 April 2011 September 2011 October 2011 May 2011 • South African DCM Transactions • Absa Tier II • Transnet • Telkom • DBSA • Resilient • Sappi Standard Chartered Bank Uganda Limited UGX40 billion 13% Fixed Rate Notes (Callable from 2015) Due 2020 Uganda Lead Arranger December 2010