Act is in Review

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Actisin review2011


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Contents

Where we are now

The Actis investment approach

Actis at a glance

Actis timeline

Portolio at work: Vlisco Group

Portolio at work: XP Investimentos

Portolio at work: One Airport SquarePortolio at work: Sterling Add Lie

Portolio at work: Xiabu Xiabu

Portolio at work: Umeme

Actis data

Regions and sectors

Investments

Investors

Portolio companies

Team

The positive power of capital


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Welcome

We launched this report a year ago as a

means to measure our progress as a company.

The feedback was very positive. I hope you

enjoy this new edition for 2011.

Our investors are regularly updated about the

performance of our portfolio using a number

of different channels; this document gives us

the chance to look beyond the figures, to the

heart of our business, our approach and our

people. I continue to feel immense optimismabout the markets in which Actis invests while

also realising we are by no means alone in

recognising this opportunity. Here we pause

for a moment to examine what makes us

different and to note those aspects that

distinguish Actis. This report reflects whatwe see.

Paul FletcherSenior Partner, Actis


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In Review 3

oice development or bank resembles another. Thereare helpul similarities.

And yet all this activity has played out against abackdrop o political transormation and social lux.

In North and West Arica we see revolution bringingdisruption and uncertainty. Macro risk related to oodprices, water availability and scarcity o oil remains.Growth is rarely consistent or constantly paced.The uture is ar rom clear.

What reassurance can an investor ind in these volatile,ast moving markets?

First, that Actis has the experience that is essential tomitigate risk. We have always been o these markets,and will continue to be so. Our long tradition oimmersing ourselves in the cultures and societies inwhich we operate allows us habitually to bring orderto chaos, reaching the point where sustained patternrecognition lets us read subtleties and developmentsintrinsic to any situation. Simply put, this makes usmore competitive, better able to manage risk and highlycommercial in our execution.

It also lets us become trusted business partners tothe CEOs and entrepreneurs with whom we work.Relationship driven opportunities will always be rich inthose countries where personal connections and trustare placed at a premium. There is little doubt that thedeterminedly local aspect o our approach is a triedand tested part o our success.

In Brazil alone, 25 million

citizens have left absolute

poverty since 2003.

Second, we recognise that the world has becomemore sophisticated and we have been able to adapt.Increasingly, specialisation is acknowledged as essentialto maximise inancial outcomes. We must become ever

Where we are now

Just because everything is different doesnt

mean anything has changed Irene Peter

With two thirds o global growth expected to comerom countries outside the G20 by 2030, seekingopportunities outside o the developed world assumesa new urgency. Post-inancial crisis, renewed and everstrengthening enthusiasm or the emerging markets

comes as no surprise to Actis.

The perspective has shited; we have moved rom themargins to the centre o a world view which positionsast growing economies at the heart o any strategicinvestment thesis. But or us, this is lie as usual.We have always been exclusively and unapologeticallyconsumed with the emerging markets, rom our oicesin So Paulo, Nairobi, Mumbai, Singapore, Cairo, Lagos,Johannesburg, London and Beijing; we are one irmin many places investing everywhere rom the DRC toThailand, rom Tanzania to Honduras.

There is little doubt that the

determinedly local aspect of

our approach is a tried and

tested part of our success.

Certainly consumer expectations o everyday prosperityare changing, ast. In Brazil alone, 25 million citizenshave let absolute poverty since 2003. New cars, thateasy anecdotal indicator o individual prosperity, tell usthat Chinas annual auto sales are set to quadruple toover eight million per year by the end o the decadewith the number o new cars hitting the roads eachweek in Beijing already an astonishing 13,000.

Trade routes between our markets have strengthenedin the last 12 months, conveying billions o dollarseach year in commodities, products and services.

We are uniquely placed to respond to this trend building connections between our investee companiesinternationally so they can more readily learn romone another. Our investment managers are skilledat replicating knowledge one ast-ood company or


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4 In Review

We are motivated by a belie that proit is not enough.We see helping the private sector deliver on itsresponsibility to the public good as core to who weare, what we do and how we do it. We call this ethosthe positive power o capital.

The transition o millions o rural survivors to urbanconsumers represents one o the greatest revolutionshumanity has ever known. With more people lited

out o poverty in the last decade than the sum totalo history to date, the opportunity to undamentallychange the nature o inequality across our marketsis compelling.

We recognise that within the emerging markets anew age o dreams is evolving. And these dreams areinnumerable. The Ghanaian mother buying her bolt oluxury branded Dutch Wax abric in Accra to take toher tailor to be dressed in splendour or her daughterswedding. The Kenyan couple paying or their irst caron their Visa card instead o a wad o shilling notes.The young proessional in Rio, enjoying her irst tasteo inancial reedom as she takes a class in personalinvesting beore putting her irst hundred dollars to workon the stock exchange. These vivid dreams are real to usbecause they are maniested across the Actis portolio.

We must serve the changing needs o our emergingmarkets consumers and broader society whether byproviding higher value goods and services to meet theaspirations o the 250 million people in BRIC countriespoised to cross the US$30,000 income threshold in thenext decade, or by doing something as undamentalas keeping the lights on across Sub-Saharan Arica andCentral America.

Actis serves these new consumers whether throughthe provision o tertiary education at scale (with thebuild out o the largest private university chain in China)or our commitment to the healthcare sector (withparticular success to date in India with our investment inSterling Add Lie). The continuing economic developmento these emerging markets inds expression throughoutour portolio. The nature o our unds has evolved rom

an early emphasis on commodities, mineral extraction,natural resources, agribusiness, tea and paper, tobranded goods, personal care and most recentlyto knowledge driven companies.

more surgeon like in our ocus, or the days o thegeneralist investor are numbered. The breadth o ourinvestments across business services, inancial services,industrials, energy, consumer and real estate lets ussolve challenges speciic to each industry.

With the expansion o our internal team dedicated tooperational improvements we can be conident thatwe are encouraging best practice across the portolio.

Whether by the introduction o brand buildingtechniques which enhance the attractiveness o thebusiness to uture vendors (think Reckitts appetite orthe acquisition o our Indian investee company Parasin December 2010), or by the systematic build out oan enhanced management team (as with South Aricaninancial services provider, Alexander Forbes), we makeinterventions that matter.

Creating proper alignment in the business aroundshared goals with world class proessional supporthas been a signiicant part o our progress as a irmover the last year.

Working in cross border teams has become an essentialpart o the investment process, pooling experienceand insight gained rom many data points. We indthis approach brings our sector knowledge to lie, orexample in our investment in GVK Energy which sawthe Energy team pulling resources rom around theglobe to execute an investment in one o Indiasleading power developers in the closing months olast year. This sectoral approach also gives us themettle to build what wasnt there beore: think oour pan-Arican payment processing platorm, EMPH.The development o this buy and build strategy relieson the expertise o a combined London/Arica team:EMPH made its irst acquisition in July 2010 with aninvestment in Mediterranean Smart Cards Company,one o the largest card payment processing companiesin Sub-Saharan Arica.

A new age of dreams is

evolving. And these dreamsare innumerable.


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We make money work hard

for everyone who touches

it, ensuring that when it

returns to its investor it has

enriched the lives of those

who helped it grow.

Our money counts. The returns on that money countor the pensioners, endowment unds and individualsto whom it belongs. The money itsel counts to theentrepreneurs it unds and encourages. And or thehundred thousand plus employees who depend onthat money or their monthly take home it matterseven more.

We are proud to be part o this interdependentcommunity o human beings and buying decisions.We make money work hard or everyone whotouches it, ensuring that when it returns to its investorit has enriched the lives o those who helped it grow.

We think what we do sitting at this intersection ocapital and society, shaping the way in which theseeconomies develop and contributing to the successo their most promising businesses, is a privilege.We ace the unknowns o the year to come withconidence and curiosity.


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8 In Review

Actis pursues an emerging markets investmentthesis which rests on two pillars:

1. Rising personal wealth and domestic consumptiondriven by the rapid expansion o the consumer class

2. Investment in domestic inrastructure.

We apply this thesis to six sectors: Business Services,Consumer, Financial Services, Industrials, Energy and

Real Estate, and ive regions: Arica, South Asia, SouthEast Asia, China and Latin America.Local teams are aligned by sector while a globalInvestment Committee has approval and oversighto all investments. In their day-to-day business ourinvestment proessionals rely on a single, globalservices platorm encompassing Operations, Legal,Finance, IT, Funds Administration, Human Resources,Communications and Knowledge Management.

We generate our inancial returns by patiently growingbusinesses. A group within Actis dedicates its attentionsolely to working with portolio companies, osteringbest in class business practices and long term growth.

Our investment approach is underpinned by theobservance o rigorous Environmental, Social andGovernance (ESG) guidelines. Some are preventativeor precautionary, designed to minimise harm. Othersare intended to maximise the long term value o aninvestment. Throughout the lie-cycle o an investmentthe ESG guidelines maniest themselves in several ways.

Marketing and originationWhen making investment decisions we ask ourselves: Does this business do or cause harm? Is the business in a sector acceptable to us? (We do

not invest in nuclear or military equipment, gambling,tobacco, hard liquor or pornography.)

Is the proposed investment ully acceptable in termso speciic ethical issues e.g. Actiss position in relationto countries with a record o poor human rights?

Does the business currently meet our standards interms o business integrity, climate change, health

and saety, social and environmental issues? What are the long term non-inancial drivers o value? Can we take the business orward in these areas?

The Actis investment approach

Screening and due diligenceI we discover as part o our due diligence that aspectso the business do not yet meet our guidelines, we: Highlight those areas where we have concerns

these may relate to standards o integrity and honesty;or accordance with local laws and internationalbest practice.

Talk openly with the companys management todiscover their ability and willingness to change. I we

are conident that, with our help, all areas o non-compliance can be addressed we will move orward.

Investment managementOnce we are actively managing an investment we workwith the investee company to maximise the upsideenvironmentally and socially, while also reducing risk.Our approach is tailored to each portolio company butthere are a couple o common steps:

Step 1 Identiy the key non-inancial drivers o marketvalue relevant to the portolio company.Step 2 Trace the pathway linking the selected non-inancial parameters to market value. Once these havebeen identiied, set up a small team including companyand Actis representatives. I we need to bring in speciictechnical expertise we will hire local consultants andmanage them.Step 3 We measure and track progress on a quarterlyor annual basis and regularly assess whether we areadding value rom an ESG perspective. The idea is totrack progress up until exit so that we can capture valueat that point. We also benchmark perormance againstbest in class or the company.

ExitWhen we exit we carry out routine business integritychecks in relation to potential buyers and may, or highESG risk investments, proactively assess their ability andappetite or maintaining the guidelines we have putin place.


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Actisat a glance

US$4.6bnTotal unds under management.

101,234Number o employees working in Actisportolio companies around the world.

65Number o portolio companies.

254Actis sta employed in ten oicesaround the globe.

US$26mAmount o money Actis sta have investedover the last six years, helping align their interestswith those o investors.

118Number o Limited Partnersinvested in Actis unds.

Figures as o 31 March 2011.


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12 In Review

Actis timeline

2004

Actis spins out o CDC

May

South Arica wins the bid to

host the 2010 FIFA World Cup.

August

Actis co-leads the investmentin Unza as part o a US$100m

MBO which was, and remains,the largest MBO completed in

Malaysia.

September

Actis takes 80% stake in irstRwandan inancial institution

privatisation, BanqueCommerciale du Rwanda.

November

China signs a landmark tradeagreement with ten South East

Asian countries; the accord couldeventually unite 25% o the

worlds population in a ree-trade zone.

2005MayActis exits Celtel, one o the irst

telecommunications operatorsin Sub-Saharan Arica, in a trade

sale at more than our times itsinitial investment.

August

Actis closes at US$325m or its

India Fund 2.

October

A 4,000-year-old bowl o noodles

unearthed in China is the earliest

example ever ound o one o theworlds most popular oods.

December

Actis helps Suntech launch theirst ever IPO o a privately owned

Chinese company on the NYSE.

2006FebruaryIndias biggest-ever rural jobs

scheme is launched, aimed atliting around 60 million amilies

out o poverty.

March


China Fund 2.

April

Actis closes at US$100m orits Umbrella Fund and US$115m

or its South Asia Fund 2.

June


CIFA Fund.

July

China-Tibet railway line, theworlds highest train route, begins

operating. The Pope calls orethical dimension to capitalism.

July

Actis closes at US$355m or itsArica 2 Fund and US$154m or

its Actis Arica Real Estate Fund.

August

Chile and China sign a ree-trade deal, Beijings irst in

South America.

September


ASEAN Fund, or investment inSouth East Asia.

December

Actis portolio company, Regal

Forest, a Central Americanconsumer retailer, acquires the

Caribbean operations o UK-retailer Courts plc, in the largest

buy-out in the regions history.

2007JuneActis invests US$134m in

one o Nigerias leadingbanks Diamond Bank.

July

Actis backs one o the largestmanagement buy-outs in South

Arica Alexander Forbes.

July

Actis exits Punjab Tractors Ltd the irst successul private equity

backed privatisation and one o

the irst control deals in India.

July

10th anniversary o Hong Kongsreturn to China.

November

Joaquim Alberto Chrissano wins

the Mo Ibrahim Foundationaward, which recognises and

celebrates excellence in Aricanleadership and stimulates debate

on good governance across Sub-Saharan Arica and the world.

November

Actis completes the sale o

Globeleqs power assets acrossLatin America, Asia and North

Arica. Actis retains Sub-Saharanpower assets and relaunches

Globeleq as a global powerdevelopment company.


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2008JulyActis consolidates its pioneering

role in Arican real estate with theoicial launch o Accra Mall, the

irst and only A-grade shoppingmall and leisure centre in Ghana.

July

While the world suers rom

the subprime allout in the US,investors experience a leap in

the share price o Industrial &Commercial Bank o China (ICBC)

making it the worlds biggest

bank by market capitalisation.

August

Actis leads the US$700mconsortium buy-out o Alstom

SA (now named Actom), anelectrical engineering business

in South Arica.

August

Beijing hosts the Olympics.

November

Actis closes its pan-emerging

markets private equity und,Actis Emerging Markets 3,

at US$2.9bn.

November

Actis invests in leading hot potchain, Xiabu Xiabu, completing

a hat-trick o transactions in theChinese consumer sector.

December

Arican exports roserom US$319bn in 2007

to US$413.7bn in 2008,a 29.7% rise.

2009AprilActis signs UNPRI agreement.

June

World Bank raises 2009 Chinagrowth orecast to 7.2%.

BRIC leaders hold irst summit todiscuss the global inancial crisis.

July

Actis invests US$244m in

Commercial International Bank,a leading Egyptian bank.

AugustSouth Arican President JacobZuma announces 2.4bn rand

(US$300m) relie scheme orworkers acing redundancy in

South Arica.

September

Actis raises US$751m or itsund, Actis Inrastructure 2.

October

Brazil wins bid tohost 2016 Olympics.

October

DFCU wins the Global

Banking Alliance or Women2009 Innovation Award.

November

Actis portolio company 7 DaysInn announces its listing on the

New York Stock Exchange.

2010JanuaryGlobeleq completes the

acquisition o Energias Renovablesde Mesoamerica SA, the owner,

operator and leading developer owind projects in Central America.

January

China posts a 17.7% rise in

exports in December, suggestingit has overtaken Germany as the

worlds biggest exporter.

May

Actis Acts launches its communityoutreach programme across theemerging markets.

July

Spain wins the World Cup 2010

at Soccer City in Johannesburg.

November

Actis completes its third

investment in Brazil in asmany months ater investing

US$58m in XP Investimentos(supermarket chain, CSD and

cleaning products company,Gtex, completed in September

and October respectively).

December

Reckitt Benckiser agree toacquire Indian personal care

company, Paras, well knownor brands including Krack,

Moov and Set Wet hair gel,or approximately US$726m.

December

Actis invests US$77m in one oIndias leading power developers,

GVK Energy.

2011JanuaryUnrest sparked in Tunisia

towards the end o 2010triggers the Jasmine Revolution.

On 25 January a nationalholiday in Egypt is renamed

the Day o Rage, protests anddemonstrations ollow, Hosni

Mubarak resigns as President17 days later.

March

Actis wins PEIs Best Private

Equity Firm in Arica award or

the ourth year running and winsPEIs Best Private Equity Firm inLatin America or the irst time.


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Actis portfolio at work

Vlisco Group

Fashions fade, but style is eternal.And for more than 160 years theVlisco Group has led the way,creating and manufacturing themost coveted wax fabrics in Africa.

As synonymous with West Aricaas Thailand is with raw silk or Italyis with leather, the Vlisco Groups

branded abrics have a long historyo design and innovation: groundedin traditional Arican culture butnow tailored to the tastes o modernwomen in the regions growingmiddle class.

Established in the 1850s and stillheadquartered in the Netherlands,the company originally exportedprinted batik to the Dutch East Indies,now Indonesia. In 1876 it expandedinto Arica. It now sells more than51 million yards o abric each yearto some nine countries across West,Southern and Central Arica, notto mention growing online sales tothe Arican diaspora in Europe andAmerica, and a growing range obranded accessories.

The companys brand portolioincludes Vlisco which is commonlyknown as Original Dutch Wax andconsidered the premier brand inthe West Arican niche market owomens luxury apparel. Its bold andcolourul collections set the trendsthat others ollow. Vlisco Groupbrands include the mid-range Uniwaxand GTP, which are manuacturedand sold in Cte dIvoire and Ghana,and the younger, more contemporaryWoodin brand which sells acrossthe region.

The group employs more than2,100 people o whom 1,500 arebased in West Arica. But or everyperson it employs directly, ten more

jobs are created, with business orsalesmen, shopkeepers and tailorsdriven by Vliscos products. Andin the ace o cheap imitationsand imports rom China, Vliscosproducts endure, not just becauseo their quality but because thecompanys heritage and abricarchive mean that women today

can wear the same prints as theirgrandmothers did, creating a loyaltyand aection or its designs that ishard to match.

Actis took over the Vlisco Group inSeptember 2010. As a company thatalso sits in a developed market butwhose reach is pan-Arican, we eltan ainity with the Vlisco Group,and knew we could bring Actissknowledge o consumer companiesgained rom other emerging marketsto help it meet the increasingdemand or its products.

To drive this change, we introducedCEO Hans Ouwendijk, ormerly oMexx and Laura Ashley. Our aim isto double the size o the business inthe next our years and shit it roma production ocused organisationto one with a developed sales andmarketing culture that manages allo its brands together. This ambitionincludes expanding into East Arica,growing the Woodin brand andestablishing a presence in Nigeria,which has recently lited a ban onimported textiles.

As Arica continues to emerge ontothe global stage, we want Vliscoto be an international ambassadoro Arican style, combining

contemporary attitudes with anArican heritage and continuing tocreate abrics that will be enjoyedand worn by generations to come.

Key facts:Date of investmentSeptember 2010Type of dealManagement Buy-inDeal sizeUS$151m


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Brazil is often referred to as thecountry of tomorrow. Since 2003,its staggering rate of growth hasseen 25 million people enter themiddle class. Their purchasingpower has led to a boom forconsumer industries. But for thosewanting to secure their prosperity,spending money today has given

way to the desire to invest andsafeguard tomorrow.

Established in 2001, XPInvestimentos (XP) has grown overthe last ten years rom a start-up tothe countrys largest independentretail brokerage with 100,000customers and 220 branches inmore than 100 Brazilian cities.Brazilians have traditionally investedin savings accounts and physicalassets like real estate but XPsmanagement team recognised earlyon in the companys developmentthat what was stopping people rominvesting in equities was their lacko inancial savvy. So they launcheda range o training courses coveringeverything rom investment basicsto advanced portolio management,giving people the know-how theyneed to participate in the world oinvesting and managing wealth.

Today, as well as being Brazilsleading independent brokerageirm, XP is also the countrys largestinancial education provider. It hastrained some 350,000 people andoers more than 350 seminarsevery month. And with manystudents going on to become loyalXP customers, its paid-or courseshave enabled the company to grow

organically at very low cost.In a market dominated by universalbanks, who limit their oering totheir own products, it has becomea trusted brand and the platorm

o choice or independent inancialadvisors, with 1,200 proessionalinvestment brokers using its state-o-the-art technology platormand support service to managetheir clients.

The potential or growth remainsimpressive. Currently only 0.3%

o Brazilians invest directly inequities. That is well below India(1.4%), China (3.1%) and tiny whencompared with the developedmarkets (average 30%). But peoplesgrowing conidence in the prevailingmacroeconomic outlook and thestability o the currency meansBrazils equity culture is pickingup pace, with the Brazilian StockExchange predicting that individualinvestor numbers will reach ivemillion within the next ive years.

At Actis, weve been in the emergingmarkets long enough to recognisesuch a growth trajectory. We investedin XP in 2010 to help the companyto expand its network and urtherbuild the technology and productdevelopment capabilities that willgrow its market share. The vision isto make XP Brazils largest inancialshopping centre able to providecustomers with access to stockexchanges, mutual unds, bonds,pensions, insurance, and a rangeo other inancial products, all in oneplace. We have paired our inancialcapital with intellectual capital,introducing Mark Collier, a ormersenior executive o Charles Schwab,to XPs board to assist it as it grows.

XP has always been a pioneer and

our goal is to work with it towardsan IPO and make it the irst publiclytraded company o its kind in Brazil.

XP Investimentos

Key facts:Date of investmentNovember 2010Type of dealExpansionDeal sizeUS$58m


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One Airport Square

It takes just one building toput a city on the map; to changeperceptions and expand the limitsof whats considered possible.One Airport Square, a modernoffice and retail developmentin Accra, is one of thesebreakthrough buildings. Strikingand contemporary in style, it

will be the most environmentallyfriendly office complex in Ghana,achieving qualification eitherthrough a LEED rating orGreen Star and becoming thebenchmark against which GhanasGreen Building Council grants allfuture certification.

Well-planned oices and modernretail experiences are somethingthat Ghanaians have long wanted.As the countrys emerging oilindustry and service sector havegrown, so has its middle class andwith it, a desire or better retailenvironments. Ghanas politicalstability has also made it attractiveto multinationals looking to enterWest Arica, driving up the demandor A-grade oice spaces.

But while the appetite or qualitycommercial premises has grown,there remains a chronic undersupply,caused by a lack o developmentexecution expertise, patient capitaland investment experience.

With a proven track record odelivering international standardreal estate projects in thesemarkets, we decided to addressthe development executionchallenge head on. In April 2010,

we established Laurus DevelopmentPartners, a real estate developmentmanagement company based inAccra. Led by CEO Carlo Matta,ormerly Managing Director at Hines

Europe, this development modelpairs Actis capital and our realestate investment track record withan internationally experienced localteam able to meet the executionchallenges o the West Aricanmarket. One Airport Square is theirst Actis/Laurus project but it is amodel the team will replicate across

West Arica.

Located in Accras growingcommercial district o Airport City,One Airport Square will comprise17,000 square metres o retail,oice and car parking space onceit is completed next year. Fusingtradition with pioneering greensolutions, it has been designed byaward-winning Italian architectsMCA. Its concrete and glassexterior echoes the diamondpatterned bark o Ghanas palmtrees and the decorative acadeso the mud houses customaryin the North East o the country.Speciications include naturalventilation via a central atrium,rain water recycling and concreteoverhangs to prevent over-heatingand reduce energy consumption.The loors are raised, parking isample, loor-plates are large andlexible, health and saety is o aninternational standard in short thisis a building which would hold itsown in Munich or Singapore.

The development will have an openpiazza to encourage social interactionand the hosting o small events orthe local business community. Duringconstruction, the project will employmore than 150 Ghanaian construction

workers and is sourcing more than40% o all materials locally, helpingto stimulate the regional economy.For us, One Airport Square is aprototype that we expect will

become a stereotype. It alls rightat the heart o our real estateinvestment strategy in Sub-SaharanArica and will redeine workingenvironments in this market.

Key facts:Date of investmentDecember 2010

Type of dealReal estate development


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Sterling Add Lie

Your health is your most preciousasset. And when things go wrong,you need the security of knowingyou can access the best possiblehealthcare. In Gujarat, thanks toSterling Add Life, people are ableto consult with leading specialistsand receive treatment in worldclass facilities.

With public healthcare in Indianotoriously overburdened andpoorly managed, the Indianhealthcare market has long beenunderserved, with key ratios such asbeds/1,000 population signiicantlybelow the emerging marketsaverage. But as the countrys middleclass has grown, rising disposableincomes have spurred more peopleto take out health insurance orpay to receive medical care andspending on healthcare in India hasgrown by almost 14% a year. Thishas accelerated demand or privatehospital chains like Sterling.

Actis invested in Sterling in 2006to uel the companys expansionacross Gujarat, one o thewealthiest, astest growing andmost industrialised states in India.The initial aim was to increasethe number o beds rom 200 to900. But by the end o 2010, ithad already exceeded this target:today it has a network o morethan 1,100 beds across six multi-speciality hospitals in the citieso Ahmedabad, Baroda, Rajkot,Bhavnagar, Mundra and Adipur,as well as two satellite centres,one each at Kalol and Mehsana.

Now the leading private hospitalgroup in Gujarat, it has set thestandard or healthcare in the region.Its hospital in Ahmedabad was theirst in Gujarat to be accredited by

the National Accreditation Boardor Hospitals and HealthcareProviders (NABH) and has beenranked Best Hospital in India bymarket research irm IMRB threeyears in a row since 2007.

And it is not just Gujaratis that useSterling. The lack o quality healthcare

in neighbouring states means patientsrom Rajasthan, Madhya Pradeshand Maharashtra travel up to eighthours to access its services whichinclude specialist consultations andsurgery or a wide variety o diseases,as well as provisions or radiology,pathology, dentistry, ophthalmology,bone marrow transplants andobesity treatments.

Actis brought in a CEO and CFOto assist Sterling as it grew insize and complexity. We engagedBain & Company to help improveeiciencies and worked with themanagement team to enhanceIT systems, inancial auditing andto ensure compliance with thehighest standards o health andsaety. Developing additionalsaeguards covering transparencyand ethics was also something weconsidered vital. These measureshave included the introduction oa clear pricing and billing procedureand establishing Sterling as one othe only private hospital chains topay all trolley porters and ward staminimum wage as well as providingthem with discounted access to allo Sterlings services.

Because Lie Matters is Sterlingsstrapline. It is a sentiment that

has resonated with Indias middleclass and a philosophy which hasdriven the creation o what isnow recognised as Indias leadingregional healthcare company.

Key facts:Date of investmentJune 2006Type of dealExpansionDeal sizeUS$46m


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Xiabu Xiabu

Diners at Xiabu Xiabu, Chinasmost popular hotpot restaurantchain, savour the taste of thiswarming favourite that combinestradition with the speed of fast-food. With more than 150 branchesacross Beijing and Tianjin, itscontemporary design, pristineeating environment, and modern

twist on a Chinese staple, havemade it a hit with people lookingfor an affordable, convenient meal.And it is a particular favourite ofyoung women, who prefer healthyhotpot to fried junk food.

Chinas restaurant market, worthUS$170bn in 2007, has grown at17-18% a year as people chooseto eat out more oten. But althoughthe urban Chinese have morespending power, work and amilydemands mean they have lesstime to cook, which has led to anappetite or American and Asianast ood. Xiabu has beneitedrom these trends and has expandedrapidly, rolling out restaurants inoice blocks and shopping centres.

Xiabu pioneered the individual, bar-style hotpot ormat: so rather thansharing rom a traditional communalhotpot, diners can create and enjoytheir own dish. All stock, vegetablesand meat are prepared in a centralkitchen in Beijing and transported toeach store daily, ensuring consistentood quality, hygiene and reshness.

Xiabu opened its irst branch in1998 and when Actis took over thecontrolling share in 2008 it had 60restaurants, mainly in Beijing and

Tianjin. The original goal was to triplethis number over the ollowing threeyears, but by the end o 2010, thechain included 155 outlets and hadgrown to become one o the largest

quick service restaurant chains(in terms o number o stores) inthe capital, just behind Yum! whichoperates KFC and Pizza Hut, andMcDonalds. It was also ranked asone o the top ten most amousbrands in Beijing. Our aim is nowto open 235 restaurants across Chinaby the end o 2011 and make Xiabu

not just a leading regional chain buta national ast ood brand.

Key to this has been establishingXiabus presence in Shanghai. Xiabuopened ive restaurants in the cityon the same day in September 2010achieving a PR tour de orce. Some25 more are scheduled to open inShanghai in 2011, in addition to the55 other outlets planned or Beijingand Tianjin.

As well as continuing to expandthe chain, weve also introducedand worked with the boardsQuality Assurance Director touphold international standardso health and saety. Openingin May 2011, Xiabus new centralkitchen will not just standardiseoperations and be able to servemore restaurants, but also complywith HACCP and ISO 22000guidelines, ensuring ood hygieneand the use o pesticide-reevegetables across the chain.Improving energy eiciency andreducing ood waste have alsobeen key ESG goals and progresswill be measured later this year.

Xiabu Xiabu started with thesimple concept o one person, onepot. It is a ormula thats worked

and evidently a recipe or success.

Key facts:Date of investmentNovember 2008Type of dealBuy-out capitalDeal sizeUS$50m


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In Review 25


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26 In Review


Umeme

Secure and reliable power is vitalif an economy is to grow. But afterdecades of political instability,Ugandas electrical infrastructurehad become neglected to suchan extent that it was not justinefficient or badly maintainedbut unsafe, with rotten poles anddowned cables a familiar sight.

The tropical climate, encouragingrapidly growing vegetationand armies of termites to attackthe wooden electricity poles, onlycompounded the problem.

At present 7% o Ugandas 33million people have access to thegrid. Transorming the networkinto a service able to meet thecountrys development goals andaccommodate growing energyconsumption, which is increasingat 10% a year, has required a totaloverhaul. As a result o years opoor maintenance 120,000 poles,cables and related sub-stationshad allen into disrepair.

Established in 2005, Umeme is theelectricity distribution company thatis meeting this challenge under a20 year agreement. Its networko more than 20,000 km o cablesextends across Uganda with aconcentration on the semi-urbanstrip rom Entebbe through Kampalato Jinja.

When Actis took over Umemein November 2009, networkimprovement was already underwaybut Actiss involvement has boostedprogress. By the end o 2010Umeme had replaced over

90,000 poles, spent US$100mon improvements, and secureda loan rom the IFC to help undthe reurbishment programme.

Saety is at the top o Umemesagenda. The network will besubstantially upgraded by the end o2012 and weve put in place a newboard and procedures that havemade a big dierence to public,employee and contractor saety.Establishing an ESG committee andappointing a specialist to lead saety,

health and environmental activitieswas part o this and has enabledUmeme to reduce the number oaccidents and atalities associatedwith the network.

To help achieve this, Umemehas rolled out an extensive schooleducation programme and set upa 24-hour saety helpline to logequipment damage. Sub-stationshave been boxed in and Umemehas cut response times toemergency call outs in the past itcould take up to hal a day to makethe area around a allen or unstablepole sae: by the end o 2010 it wastaking less than 30 minutes.

Since Umeme began its improvementprogramme it has connected morethan 40,000 new customers annuallyand now distributes electricity tosome 405,000 Ugandans. As wellas being sae and reliable, to ueldevelopment electricity must also beaordable. By implementing a newbilling system and improving thenetworks perormance Umeme hasreduced energy losses rom 38% in2005 to 30% by 2010, which willlead in the long term to a reductionin the power sector costs.

The scale o works undertaken by

Umeme is huge but or us, it is aboutdoing business responsibly, improvingpeoples daily lives and helping acountry to achieve its ambitions.

Key facts:Date of investmentNovember 2009Type of dealAcquisitionDeal sizeUS$15m


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28 In Review


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30 In Review

Regions and sectors

Actis data

So Paulo

Cairo

Lagos

London

Nairobi

Johannesburg

Business Services:

Logistics Mining, oil and gas services Outsourcing Specialist business

process outsourcing

Consumer:

Education Healthcare Home and personal care Restaurants Retail including ood

Financial Services:

Banks Consumer credit Financial services distribution Payments

Principal sectors

Mu


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Beijing

Singapore

Industrials:

Construction andbuilding equipment Construction and building materials Electrical and electric components Power

Energy:

Distribution Power generation (renewables andnon-renewables)

Transmission

Real Estate:

Hospitality Industrial Oice Residential Retail

Regions

AfricaChinaLatin AmericaSouth AsiaSouth East Asia


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32 In Review

Investments

Actis data

Investments by sector:

Value of investments by region:

This page reflects the Actisportfolio across all five regionsand all six sectors, captured on31 March 2011.

Africa

South AsiaChina

Global EM

South East Asia

Latin America

43%

29%10%

7%

6%

5%

Average deal size (private equity):

Actis Fund 1s Actis Fund 2s Actis Emerging

Markets 3

US$13m

US$25m

US$105m

Consumer

27%Industrials

14%FinancialServices

25%BusinessServices

14%Energy

9%Real Estate

3%Other


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In Review 33

Investors

US and Canada

43%UK and Europe

23%Asia andAustralia

21%Africa andMiddle East

13%Actis invests on behalf of investorsbased predominantly in the UK,Europe, the US and Canada withgrowing interest from investorsin Africa, the Middle East, Asiaand Australia.

Investors by region:

Investors by type:

DFI

Percentage

FamilyOices

and Private

Foundations

PublicPension

UniversityEndowments

Fund oFunds and

InvestmentManagers

Data notes:Investments: includes all current investments in Actis Emerging Markets 3,

Actis Fund 2s, Actis Arica Agribusiness Fund, Actis Inrastructure 2, Actis IndiaReal Estate Fund and Actis Arica Real Estate Fund.Average deal size: where an investment straddles two generations o unds,(e.g. Xiabu Xiabu, 7 Days Inn) we have counted the data in the later und.Investors: igures exclude CDC Group plc. CDC Group plc is the anchor investor in eacho Actiss unds and represents approximately 45% o total commitments to those unds.

InsuranceCompanies

PrivatePension

SovereignWealth

Funds

FinancialInstitutions

andCorporates


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Sector Region Investee company Description

Business South Asia Anthelio Healthcare Hospital operations outsourcingServices South Asia Integreon Proessional services outsourcing

South East Asia KS Distribution Oil and gas and marine products

South Asia LMKR Inormation management services or oil and gas industry

Arica RTT Group Supply chain and logistics services

Arica Savcio Electrical repairs and services

South Asia Veeda Clinical research organisation

Consumer China 7 Days Inn Budget hotel chain China Ambow Personalised education and training

South East Asia Asia Books Book and magazine retailer and wholesaler

China China PSE Investment Holdings Tertiary education

Latin America CSD Supermarket/retail chain

Latin America Gtex Cleaning products

South Asia Nilgiris Convenience stores

China Northpole Tent, home and garden equipment and luggage manuacturer

South Asia Sterling Add Lie Hospital owner and operator

South Asia Supermax Manuacturer and marketer o shaving blades and toiletries

Arica Vlisco Group Fashion abrics

China Xiabu Xiabu Hot Pot restaurant chain

Energy Global EM Globeleq Power generation developer and owner South Asia GVK Energy Limited Power generation

Arica Umeme Electricity distribution

Financial Arica Alexander Forbes Diversifed fnancial services

Services Arica Banque Commerciale du Rwanda Bank Arica CIB Bank

Arica DFCU Bank

Arica Diamond Bank Bank

Arica EMPH Payments processing

South Asia IDFC Inrastructure fnance

South Asia National Stock Exchange o India Stock exchange

Latin America XP Investimentos Retail broker dealer

Industrials Arica Actom Manuacturer and distributor or electrical engineering industry South Asia AVTEC Engine and transmission manuacturer

South Asia Dalmia Cement Cement plant

South Asia Dalmia Sugar Sugar mill operator / ethanol producer

Portolio companies

Actis data

34 In Review


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Location Investment manager Deal type Investment date

India Homer Paneri Expansion Oct, 2010

India Homer Paneri Expansion Feb, 2010

South East Asia Gary Addison Replacement May, 2010

Pakistan Homer Paneri Expansion Oct, 2007

South Arica David Cooke Buy-out Jun, 2007

South Arica Natalie Kolbe Buy-out Sept, 2005

India Homer Paneri Expansion Feb, 2007

China Jennier Jin Expansion Oct, 2008

China Tao Sun Expansion Sept, 2008

Thailand Sugandhi Matta Buy-out Mar, 2006

China Tao Sun Start-up Nov, 2009

Brazil Patrick Ledoux Expansion Sept, 2010

Brazil Beatriz Amary Expansion Oct, 2010

India Shomik Mukherjee Buy-in Oct, 2006

China Meng Ann Lim Other Sept, 2001

India Arunima Patel Expansion Jun, 2006

India Prabir Talati Replacement Feb, 2011

Sub-Saharan Arica Murray Grant Buy-in Sept, 2010

China Dong Zhong Buy-out Jul, 2008

Global EM Torbjorn Caesar Replacement Sept, 2009

Malaysia / India Sanjiv Aggarwal Expansion Dec, 2010

Uganda David Grylls Replacement Nov, 2009

South Arica Natalie Kolbe Buy-out Jul, 2007

Rwanda Chris Benson Other Dec, 2004

Egypt Hossam Abou Moussa Replacement Jul, 2009

Uganda Sarah Mathies Replacement Jan, 2003

Nigeria Ngozi Edozien Expansion Apr, 2007

Mauritius Hossam Abou Moussa Buy-out Feb, 2010

India Nagarajan Srinivasan Expansion Aug, 2010

India Nagarajan Srinivasan Expansion Apr, 2007

Brazil Denis Pedreira Expansion Nov, 2010

South Arica Jonathan Matthews Buy-out Aug, 2008

India Prabir Talati Replacement Jun, 2005

India Asanka Rodrigo Expansion Mar, 2006

India Asanka Rodrigo Expansion Mar, 2006

In Review 35

This shows all Actis portfolio companies, at 31 March 2011. Individual InvestmentManagers are predominantly based in the region where the investment is located.These individuals are supported by the relevant sector team.


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Sector Region Investee company Description

Industrials South Asia Halonix Halogen bulb and lamp manuacturercontinued China Inpac Packaging provider

South East Asia MFE Aluminium ormwork designer

Arica Mouka Foam products manuacturer

Arica Peters Papers Paper merchant

Arica Poulina Branded ood and building products

South Asia Sandhar Supplier o automotive components

Arica Sinai Marble Commercial marble exporter

South Asia Swaraj Mazda Light commercial vehicle manuacturer

South East Asia Teknicast Aluminium die casting

South Asia TEMA Manuacturer o heat exchangers

Other South East Asia APEC Oil and gas explorationArica Banro Gold exploration and development

Arica Candax Oil and gas exploration

Arica Copperbelt Minerals Mining and resources

Arica Grain Bulk Handlers Grain acility

Arica Kilombero Valley Teak Co Teak plantation establishment

Arica Mineral Deposits Mineral sands and gold mining

Arica Platmin Mining and resources

Arica Seven Energy Oil and gas production

Arica Tanzania Tea Packers Tea production

Arica Teranga Gold mining

South Asia TRIL Roads Private Limited Toll road developer

Real Estate Arica Accra Mall Retail and leisure development

Arica Capital Properties Commercial ofce development

Arica Ikeja City Mall Retail and leisure development

Arica IOREC Real estate development manager

Arica Laurus Development Partners Limited Real estate development manager

Arica Nairobi Business Park Commercial development

Arica One Airport Square Commercial development

South Asia Vaishnavi Mixed use development

Portolio companies

Actis data

36 In Review


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Location Investment manager Deal type Investment date

India Shomik Mukherjee Buy-in Jun, 2006

China Meng Ann Lim Expansion Apr, 2007

Malaysia / India Ching Lee Buy-out Jul, 2007

Nigeria Ngozi Edozien Replacement Jun, 2007

South Arica Jonathan Matthews Buy-out Feb, 2005

Tunisia Meriem Smida Other Aug, 2008

India Prabir Talati Expansion Dec, 2005

Egypt Hossam Abou Moussa Expansion May, 2007

India Madhusudan Sharma Replacement Dec, 2003

Malaysia Gary Addison Buy-out Aug, 2008

India Viraj Mahadevia Expansion Apr, 2005

South East Asia Lionel Soh Start-up Oct, 2007

DRC Murray Grant Expansion Oct, 2005

Tunisia Murray Grant Expansion Apr, 2005

DRC Murray Grant Expansion Jul, 2008

Kenya Michael Turner Replacement Jan, 2007

Tanzania Michael Turner Start-up Jan, 2001

Senegal Murray Grant Expansion Nov, 2004

South Arica Murray Grant Expansion Oct, 2003

Nigeria Ngozi Edozien Expansion Feb, 2007

Tanzania Michael Turner Expansion Oct, 2001

Senegal Murray Grant Expansion Dec, 2004

India Sanjiv Aggarwal Expansion May, 2010

Ghana Louis Deppe Real estate development Nov, 2006

Tanzania Louis Deppe Real estate development Nov, 2006

Nigeria Louis Deppe Real estate development Apr, 2008

Mauritius Kevin Teeroovengadum Start-up Jan, 2009

Mauritius David Morley Start-up Apr 2010

Kenya Koome Gikunda Real estate development Nov, 2006

Ghana Amanda Jean-Baptiste Real estate development Dec, 2010

India Parvesh Gupta Real estate development Jun, 2008

In Review 37


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Team

Actis data

01 Gary Addison, Partner; Head, Business Services

02 Benson Adenuga, Director, Financial Services

03 Sanjiv Aggarwal, Partner, Energy

04 Beatriz Amary, Director, Consumer

05 Lou Baran, Head, HR

06 Ron Bell, Head, Operations

07 Jonathon Bond, Partner; Head, Investor Development*

08 Torbjorn Caesar, Partner; Co-head, Energy*

09 Mahesh Chhabria, Partner, Industrials

10 Chris Coles, Partner, Financial Services*

11 David Cooke, Director, Consumer

12 Louis Deppe, Director, Real Estate

13 Ngozi Edozien, Director, West Arica

14 Michael Chudi Ejekam, Director, Real Estate15 Sherif Elkholy, Director, Consumer

16 Steven Enderby, Partner, Industrials

17 Paul Fletcher, Senior Partner*

18 Mark Goldsmith, Director, ESG

19 Murray Grant, Partner, Arica

20 David Grylls, Director, Energy

21 Simon Harford, Partner, Financial Services

22 Lucy Heintz, Director, Energy

23 Adiba Ighodaro, Director, Investor Development

24 Amanda Jean-Baptiste, Director, Real Estate

25 Jennifer Jin, Director, Industrials

26 Natalie Kolbe, Director, Consumer

27 Chu Kong, Partner, Latin America

28 Ritu Kumar, Senior Advisor, ESG

29 Tashi Lassalle, Head, Communications

30 Patrick Ledoux, Partner, Latin America

31 Meng Ann Lim, Partner; Head, China & SE Asia*32 Tanya Lobel, Director, Actis Acts

33 Nick Luckock, Director, Financial Services

34 Alistair Mackintosh, Partner, Chie Investment Ofcer*

1 53 74 82 6 9

1311 1512 1610 14 17

2119 2320 24

18

22 25

30

27

322928 33

26

31 34

38 In Review


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35 Alasdair Maclay, Director, Investor Development

36 Sarah Mathies, Director, Financial Services

37 Jonathan Matthews, Director, Industrials

38 Robert McGregor, Partner, Energy

39 David Morley, Partner; Head, Real Estate*

40 Hossam Abou Moussa, Director, Financial Services

41 Shomik Mukherjee, Partner, Consumer

42 Marc Nahum, Director, Investor Development

43 Peter Olds, Director, Legal

44 Angus Or, Director, Operations, Asia

45 Paul Owers, Partner; General Counsel

46 Homer Paneri, Director, Business Services

47 Denis Pedreira, Director, Financial Services

48 Rick Phillips, Partner; Head, Consumer49 Gautham Radhakrishnan, Director, Business Services

50 G Rathinam, Partner, Industrials

51 Mark Richards, Partner; Head, Financial Services

52 Asanka Rodrigo, Director, Industrials

53 Fash Sawyerr, Director, Business & Strategy

54 Peter Schmid, Partner; Head, Arica & Latin America*

55 Lionel Soh, Director, Industrials

56 Srinivasan Srini Nagarajan, Director, Financial Services

57 Tao Sun, Partner, Consumer

58 Prabir Talati, Director, Consumer

59 Kevin Teeroovengadum, Director, Real Estate

60 Michael Till, Partner; Co-head, Energy*

61 JM Trivedi, Partner; Head, South Asia*

62 Michael Turner, Director, East Arica

63 John van Wyk, Partner; Head, Industrials

64 Jiansheng Wang, Partner, Financial Services

65 Dong Zhong, Partner, Consumer

*denotes Executive Committee member

3836 4037 4135 39 42

4644 4845 49

43

47 50

54

52

5653 57

51

55 58

62

60

64

61

65

59

63

This page shows investment professionals, from Director level andabove alongside their main specialism, as well as key members of thefirms global support services platform. The Actis Executive Committeemembers are starred: the committee meets monthly.

In Review 39


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Actis invests exclusively in the emerging markets.

With a growing portolio o investments in Asia, Aricaand Latin America; we currently have US$4.6bn undsunder management.

Our work at Actis is driven by the conviction that webring more than capital to our investments; we bringbeneits to our investee companies, investors andbroader society. We call this ethos the positive powero capital.

Combining the expertise o over 100 investmentproessionals on the ground in nine countries, weare proud to actively and positively grow the valueo those companies in which we invest.www.act.is

Actis is a signatory to the United Nations Principles orResponsible Investment (UNPRI). An investor initiative inpartnership with UNEP FI and the UN Global Compact.www.unpri.org

This annual review orms the basis o Actiss compliancewith the Walker Guidelines or Disclosure andTransparency in Private Equity. Actis has reported on acomply or explain basis as detailed by the guidelines.walker-gmg.co.uk

Actis LLP is a Limited Liability Partnership registered in England andWales (registered number OC305927). A list o the members o Actis

LLP is open to inspection at its registered oice, 2 More LondonRiverside, London SE1 2JT, England. Actis LLP is regulated by the

Financial Services Authority.

Copyright 2011 Actis LLP. All rights reserved. Reproduction withoutpermission is prohibited. Trademarks and logos are copyrights o their

respective owners.

AfricaCairo+202 2792 9220Johannesburg+27 11 778 5900Lagos+234 1 448 5700Nairobi+254 20 2219 952

China

Beijing+86 10 6535 4800

Latin AmericaSo Paulo+55 11 3844 6300

South AsiaDelhi Operations+91 11 6615 7200Mumbai+91 22 6146 7900

South East AsiaSingapore+65 6416 6400

United KingdomLondon+44 20 7234 5000


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Act is in Review

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