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DEEP RIVER INVESTMENT LIMITEDCIEL INVESTMENT LIMITED

FURTHER ADMISSION DOCUMENTIn respect of the further issue and admission of a maximum of up to 408,683,180 new ordinary shares of no par value of DRI on the

Development & Enterprise Market (‘DEM’) following the

Amalgamation.

AND

AMALGAMATION PROPOSALIn respect of the proposed amalgamation (the ‘Amalgamation’) of

CIEL Investment Limited (‘CIL’) with and into Deep River Investment Limited (‘DRI’)

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

The Further Admission Document includes information given in compliance with the DEM Rules governing the admission of newly issued ordinary shares of DRI on the DEM. It also includes an overview of the activities and the financial highlights of DRI.

Section

IF YOU ARE A SHAREHOLDER OF DRI OR CIL, THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in doubt about the action you should take, you should consult your investment dealer, legal adviser or other professional adviser immediately.

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 DRI.

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

DISCLAIMER

Neither the Listing Executive Committee (‘LEC’) of The Stock Exchange of Mauritius Ltd (‘SEM’), nor the Financial Services Commission (‘FSC’) assumes any responsibility for the contents of this document. The LEC and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof.

DECLARATION BY DIRECTORS

The Directors, whose names appear under section 2.5.4, collectively and individually accept full responsibility for the accuracy and completeness of the information contained in this document. They furthermore declare that, to the best of their knowledge and belief, and after having made reasonable inquiries, this document complies, where applicable, with the DEM Rules, the Companies Act 2001, the Securities Act 2005 and any applicable rules and regulations made thereunder.

The Directors of CIL also declare that the proposed transaction is a related party transaction under DEM Rule 13 by virtue of CIL being controlled by DRI.

The Directors of DRI further state that:

(i) in their opinion, having made due and careful enquiry, the working capital available to DRI is sufficient for its present requirements, that is for at least twelve (12) months from the date of admission of its new Ordinary Shares;

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

(iii) no significant change in the financial or trading position has occurred since the end of the latest published financial statements ended September 30, 2013.

The Amalgamation is subject to the satisfaction of the following conditions precedent:

(i) the approval of the shareholders of DRI and CIL respectively by special resolutions;

(ii) the receipt of the third party and regulatory approvals set out in a document available for inspection at the registered offices of DRI and CIL respectively;

There is no certainty that those conditions precedent will be satisfied. DRI and CIL will issue communiqués in relation to the status of those conditions precedent in due course.

It is noted that:

(i) the Board of Directors of DRI and CIL have, pursuant to an agreement made with CIL under section 109(2)(b) of the Companies Act 2001, agreed that DRI as the Amalgamated Company will acquire the shares of shareholders of CIL voting against the resolution approving the

Schedule 2Section

Amalgamation and exercising their rights to require CIL to acquire their shares pursuant to sections 108 and the following of the Companies Act 2001 (the ‘CIL Dissenting Shareholders’);

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

Attention is drawn to the fact that the Board of Directors of each of DRI and CIL has resolved to recommend to their respective shareholders not to proceed with the Amalgamation if:

(i) the aggregate liability of DRI to the DRI Dissenting Shareholders and the CIL Dissenting Shareholders (together the ‘Dissenting Shareholders’) arising at law and pursuant to the above agreement with CIL exceeds the budget of MUR 500 Million as established by the Board of Directors of DRI for that purpose; and

(ii) the Board of Directors of DRI and CIL are 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 500 Million on or before June 30, 2014.

Subject to the timely satisfaction or waiver of the conditions precedent, the completion of the Amalgamation is expected to occur on January 24, 2014 (the ‘Completion Date’) but the Board of Directors of DRI and CIL may jointly agree to postpone the Completion Date provided that they give notice of their decision. However if all the conditions precedent are still not met or waived by June 30, 2014 at latest, the Amalgamation will not be completed.

For and on behalf of the Board of Directors of DRI

………………………………………………………… ……………………………………………………… Director Director

DEEP RIVER INVESTMENT LIMITED CIEL INVESTMENT LIMITEDFurther Admission Document and Amalgamation Proposal

Page1 DEFINITIONS............................................................................................................................... 12 FURTHER ADMISSION DOCUMENT AND AMALGAMATION PROPOSAL........................................3

2.1 CONTEXT...........................................................................................................................................32.2 THE AMALGAMATED AND AMALGAMATING COMPANIES............................................................................32.3 DETAILS OF THE AMALGAMATION..........................................................................................................32.4 CALENDAR OF EVENTS....................................................................................................................52.5 CORPORATE INFORMATION...........................................................................................................6

2.5.1 Deep River Investment Limited...............................................................................................62.5.2 CIEL Investment Limited..........................................................................................................82.5.3 Amalgamated Company.......................................................................................................102.5.4 Information for DRI, CIL and the Amalgamated Company....................................................112.5.5 Third Party Information........................................................................................................162.5.6 Directors of Amalgamated company....................................................................................17

3 RATIONALE BEHIND THE AMALGAMATION...............................................................................174 PARTICULARS OF THE TERMS OF THE AMALGAMATION............................................................29

4.1 EXCHANGE OF SHARES.......................................................................................................................294.2 SHARE EXCHANGE RATIO....................................................................................................................294.3 NUMBER OF SHARES TO BE ISSUED BY THE AMALGAMATED COMPANY TO CIL’S SHAREHOLDERS......................294.4 STATEMENT FROM THE INDEPENDENT VALUER........................................................................................314.5 APPROVAL OF THE LISTING EXECUTIVE COMMITTEE (‘LEC’)......................................................................324.6 ADMISSION COSTS............................................................................................................................324.7 SHARE CAPITAL.................................................................................................................................32

4.7.1 Stated Capital.......................................................................................................................324.7.2 Other Information concerning the Shares.............................................................................324.7.3 Shareholding Structure.........................................................................................................33

5 PROCEDURES FOR THE EXCHANGE OF SHARES (THIS PARAGRAPH APPLIES TO CIL SHAREHOLDERS ONLY)............................................................................................................. 35

6 STATEMENT OF DIRECTORS’ INTERESTS....................................................................................357 STATEMENT OF DIRECTORS OF DRI AND CIL..............................................................................368 STATEMENT SETTING OUT THE RIGHTS OF SHAREHOLDERS UNDER SECTION 108 OF

COMPANIES ACT 2001.............................................................................................................. 379 RISK FACTORS........................................................................................................................... 39

9.1 BUSINESS RISKS................................................................................................................................399.1.1 Market Risk...........................................................................................................................399.1.2 Credit Risk.............................................................................................................................409.1.3 Liquidity Risk.........................................................................................................................40

9.2 OPERATIONAL RISKS..........................................................................................................................409.3 REGULATORY RISKS...........................................................................................................................409.4 COMPLETION RISKS...........................................................................................................................40

10 PROPOSED CONSTITUTION OF AMALGAMATED COMPANY.......................................................4111 OTHER MATTERS...................................................................................................................... 41

11.1 SUBSEQUENT MANAGEMENT AND OPERATION OF THE AMALGAMATED COMPANY........................................4112 LEGAL AND ARBITRATION PROCEEDINGS..................................................................................4213 AUDITORS REPORT................................................................................................................... 4214 DOCUMENTS AVAILABLE FOR INSPECTION................................................................................42

Contents


Appendix I Key provisions of the proposed constitution of the Amalgamated Company

Appendix II Part A - Copy of the resolutions to be adopted at the special meeting of the shareholders of DRIPart B – Copy of the resolutions to be adopted at the special meeting of the shareholders of CIL

Appendix III Part A - Copy of directors’ certificate for DRIPart B – Copy of the directors’ certificate for CIL

Appendix IV Section 110 of Companies Act 2001


1 DEFINITIONS

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

Amalgamated Company

The amalgamated company is described in paragraph 2.2

Amalgamation The proposed amalgamation of CIL with and into DRI as described in this Amalgamation Proposal

Amalgamation Proposal

The section of this document prepared in accordance with sections 244 to 248 of the Companies Act 2001

CDS The Central Depository System

CIL CIEL Investment Limited, a public company (File No. C2940 and BRC No C06002940) with limited liability registered under the laws of Mauritius

CIL shares Ordinary shares in the capital of CIL

Completion The completion of the Amalgamation on the Effective Date

DEM The Development & Enterprise Market of the SEM

DEM Rules The rules governing securities listed on the DEM

Dissenting Shareholder

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

DRI Deep River Investment Limited, a public company (File No. 717 and BRC No. C06000717) with limited liability registered under the laws of Mauritius

DRI ordinary shares

Ordinary shares in the capital of DRI

DRI Redeemable Restricted A Shares

Redeemable restricted A shares in the capital of DRI

1

Schedule 2Section 5

Schedule 2Section 5


Effective Date The effective date of the Amalgamation shall be defined in paragraph 2.1

EPS Earnings per share

Independent Valuer

Ernst & Young, Mauritius

Listing Particulars Listing Particulars for the listing of the Ordinary Shares of the Amalgamated Company on the Official Market of the SEM in line with the Listing Rules, following the Amalgamation

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

MUR Mauritian Rupee

NAV Net Asset Value

Ordinary Shares Ordinary shares of the Amalgamated Company

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

Share Exchange Ratio

Has the meaning set out in paragraph 4.1

Transaction Adviser

BDO & Co

Valuation Report The valuation report of the Independent Valuers dated November 15, 2013

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2 FURTHER ADMISSION DOCUMENT AND AMALGAMATION PROPOSAL

2.1 Context

This document, which conforms with the provisions of sections 244 to 246 and 248 of the Companies Act 2001 and the DEM Rules, has been prepared in the context of the Amalgamation and the admission of the new Ordinary Shares of DRI on the DEM. It contains all the details required by section 245(1) of the Companies Act 2001 and Schedule 2 of the DEM Rules and contains or refers to certain other information required to be sent to the shareholders of DRI and CIL under section 246(1) of the Companies Act 2001.

Subject to the timely satisfaction or waiver of the conditions precedent set out in the Declaration of Directors, the Effective Date of the Amalgamation is expected to be on January 24, 2014.

2.2 The Amalgamated and Amalgamating Companies

The Amalgamated Company will be DRI. The latter will be rebranded CIEL on the Effective Date. The registered office of the Amalgamated Company will be 5th Floor, Ebène Skies, rue de l’Institut, Ebène.

The amalgamating company will be CIL. The registered office of CIL is 5 th

Floor, Ebène Skies, rue de l’Institut, Ebène.

2.3 Details of the Amalgamation

When the Amalgamation takes effect:

DRI and CIL will merge and the Amalgamated Company will continue as the surviving entity;

all property, rights, powers, privileges, liabilities and obligations of CIL shall continue to be the property, rights, powers, privileges, liabilities and obligations of the Amalgamated Company;

CIL will be removed from the register of the Registrar of Companies; CIL will cease to exist as a separate legal entity and its admission will

be cancelled from the DEM; any proceedings which may be pending by, or against, CIL may be

continued by, or against, the Amalgamated Company; any conviction, ruling, order or judgment in favour of, or against, CIL

may be enforced by or against the Amalgamated Company; and

3

Schedule 2 Section 5.1.1 Section


CIL’s shareholders (other than those who do not vote in favour of the Amalgamation and who exercise their rights to require CIL to acquire their shares) will receive DRI Ordinary Shares as provided herein and their CIL shares will then be cancelled.

Should the Amalgamation be completed on the Effective Date:

(a) the last date of dealings in CIL ordinary shares on the DEM is expected to be January 16, 2014;

(b) following the Amalgamation, the admission of CIL will be cancelled from the DEM on the Effective Date;

(c) dealings in DRI ordinary shares on the DEM are expected to be suspended between January 20, 2014 and February 03, 2014 inclusively; and

(d) the Ordinary Shares of the Amalgamated Company will be thereafter listed on the Official Market of the SEM. Dealings in the Ordinary Shares of the Amalgamated Company are expected to commence on February 04, 2014.

Special attention is drawn to the fact that at Completion, the Amalgamated Company, which will be renamed “CIEL”, will bear its own identity. The exact name has not yet been determined as at the date of this document.

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2.4 CALENDAR OF EVENTS

The table below shows the calendar for the Amalgamation:CALENDAR FOR AMALGAMATION PROCEDURENovember 15, 2013 Meetings of the Board of Directors of DRI and CILDecember 30, 2013*

Special meetings of the shareholders of DRI and CIL

January 09, 2014 Last day to deposit share certificates of DRI and CIL in order to trade before the effective date of the Amalgamation

January 16, 2014 Last trading session of DRI ordinary shares and CIL shares on the DEM

January 20, 2014 Suspension of dealings of DRI ordinary shares and CIL shares

January 23, 2014 Closure of DRI and CIL share registryJanuary 24, 2014 Effective Date of the AmalgamationJanuary 30, 2014 Issue of new Ordinary Shares of the Amalgamated

Company to CIL shareholders and subsequent admission of those new Ordinary Shares on the DEM

February 03, 2014 Migration of all the Ordinary Shares of the Amalgamated Company from the DEM to the Official Market of the SEM

February 04, 2014 First trading day of the Ordinary Shares of the Amalgamated Company on the Official Market of the SEM

*The shareholders who vote against the Amalgamation shall have fourteen (14) days to request DRI and CIL to purchase back their shares.

5

Schedule 3(g)


2.5 CORPORATE INFORMATION

2.5.1 Deep River Investment Limited

2.5.1.1Company Background and Principal Activities

DRI is a public company incorporated and domiciled in Mauritius on August 31, 1948. DRI is listed on the DEM and is registered as a reporting issuer with the Financial Services Commission.

The company holds investments in three companies which are listed on the Stock Exchange of Mauritius Ltd, namely, Alteo Limited, CIL and CIEL Textile Limited from which it receives dividend income.

2.5.1.2Stated Capital

As at June 30, 2013, the stated capital of DRI was MUR 822,665,000, made up of 82,266,500 ordinary shares of no par value.

At a Special Meeting of the shareholders of DRI held on August 8, 2013, the shareholders approved the targeted share buyback of up to 5,510,204 no par value ordinary shares held by Firefox Ltd in DRI. The 5,510,204 shares bought back represented 6.70% of DRI’s stated capital and the shareholders further resolved at that meeting that the company will hold the said shares as treasury shares.

The share buyback was processed on the Crossing Board of The Stock Exchange of Mauritius Ltd on August 15, 2013.

The stated capital of DRI post share buyback effected on August 8, 2013, is therefore composed of 82,266,500 ordinary shares of which 5,510,204 shares are held as treasury shares.

On October 30, 2013, the shareholders of DRI have approved a share split where each ordinary shares of DRI will be divided into 10 DRI Ordinary Shares as at the last cum date of November 14, 2013, at close of trading. The stated capital of DRI post share split is therefore 822,665,000 ordinary shares of which 55,102,040 shares are held as treasury shares.

6

Schedule 2 Section 5.1.3 Section 5.1.4 Section 6.1.1

Schedule 2 Section 5.1.5


2.5.1.3 Financial HighlightsDRI’s separate financial statements’ highlights for the years ended June 30, 2013, 2012 and 2011 are as follows:

2013 2012 2011

(Audited) (Audited)(Audited

)

Total AssetsMUR'000

3,997,718

3,345,008

3,106,446

Owner’s interestMUR'000

3,869,129

3,265,234

3,018,856

TurnoverMUR'000 110,266 93,930 67,036

Profit after taxMUR'000 104,446 79,079 59,856

KPI's:EPS MUR 1.27 0.96 0.73NAV per share MUR 47.03 39.69 36.70

DRI’s financial statements’ highlights for the years ended June 30, 2013, 2012 and 2011 are as follows:

2013 2012 2011(Audite

d)(Audite

d)(Audite

d)

Total AssetsMUR'000

6,572,600

5,438,672

4,947,753

Owner’s interest

MUR'000

6,444,011

5,358,897

4,860,163

Other incomeMUR'000 200 200 200

Share of results of associates

311,912

246,400

292,655

Profit before tax

MUR’000

306,270

231,778

285,707

Profit after taxMUR'000

306,242

231,750

285,676

KPI's:

7


EPS MUR 3.72 2.82 3.47NAV per share MUR 78.33 65.14 59.08 Dividend per shareInterim MUR 0.40 0.50 0.39Final MUR 1.00 0.50 0.34

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

There has been no significant change in the financial or trading position of DRI since the last published interim (quarterly) financial statements, save for the share buyback as detailed in section 2.5.1.2.

2.5.2 CIEL Investment Limited

2.5.2.1 Company Background and Principal Activities

CIL is a public company incorporated and domiciled in Mauritius. CIL is listed on the DEM and is registered as a reporting issuer with the Financial Services Commission.

The company holds investments in a diversified portfolio of equity and equity related investments, from which it receives dividend income.

2.5.2.2Stated Capital

As at March 31, 2013, the stated capital of CIL was MUR 1,816,744,836, made up of 1,006,765,347 ordinary shares of no par value (including 103,215,792 no par value ordinary shares held as treasury shares).

CIL has implemented a share buyback exercise since the beginning of 2013 with the objective of reducing the discount of the share price to the NAV and creating value for all shareholders.

8

Schedule 2 Section

Schedule 2 Section 5.1.3 Section 5.1.4 Section 6.1.1

Schedule 2 Section


2.5.2.3 Financial Highlights

The financial highlights of CIL (the company) for the years ended March 31, 2013, 2012 and 2011 are as follows:

2013 2012 2011(Audited) (Audited) (Audited)

Total AssetsMUR'000 4,459,741 4,469,068 5,016,563

Owner’s interestMUR'000 4,281,685 4,272,465 4,889,894

TurnoverMUR'000 81,577 118,944 318,136



The financial highlights of CIL (the group) for the years ended March 31, 2013, 2012 and 2011 are as follows:

2013 2012 2011(Audited) (Audited) (Audited)

Total AssetsMUR'000 7,362,854 6,592,725 5,892,785

Owner’s interestMUR'000 6,264,825 5,556,731 5,123,625

TurnoverMUR'000 365,783 344,578 295,332



9


Dividend per shareInterim MUR 0.02 0.02 0.02Final MUR 0.04 0.06 0.05

10


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

There has been no significant change in the financial or trading position of CIL since the last published interim (quarterly) financial statements.

2.5.3 Amalgamated Company

The Amalgamated Company’s statement of financial position, post Amalagamation, as at September 30, 2013 is as follows:

Period ended September

30,2013(Unaudited)

MUR’000ASSETS EMPLOYEDNon-current assets 8,133,957Current assets 63,188

8,197,145

EQUITY AND LIABILITIESShareholder’s interest 6,963,952Current liabilities 1,233,193

8,197,145

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Schedule 2Section 19.7


2.5.4 Information for DRI, CIL and the Amalgamated Company

Amalgamated company – DRI

DRI CIL

Chairman Mr. DALAIS P. Arnaud Chemin Campement, Floréal, Mauritius

Mr. DALAIS G. Christian38, Shah Avenue, Floréal, Mauritius

Mr. DALAIS P. Arnaud Chemin Campement, Floréal, Mauritius

DirectorsMr. DALAIS, G. Christian38, Shah Avenue, Floréal, Mauritius

Mr. DALAIS, J. Jean-Pierre King George VI Avenue, Floréal, Mauritius

Mr. DALAIS R. ThierryPlantation Marguery, Rivière Noire, Mauritius

Mr. DANON, Pierre30 Boulevard Victor Hugo, 92200 Neuilly Sur Seine, Paris, France

Mr. DE CHASTEAUNEUF L. J. Jérôme62, Domaine de Bon Espoir, Piton, Mauritius

Mr. DELAPORTE M. F. AntoineRoyal Road, Grand Baie, Mauritius

Mr. ESPITALIER-NOEL M. P. Roger28, Angus Road, Vacoas, Mauritius

Mr. PIAT DALAIS C. Maurice 40D, Botanical Garden Street, Curepipe, Mauritius

Mr. DALAIS J. Jean-PierreKing George VI Avenue, Floréal, Mauritius

Mr. DALAIS P. Arnaud Chemin Campement, Floréal, Mauritius

Mr. DALAIS R. ThierryPlantation Marguery, Rivière Noire, Mauritius

Mr. DE CHASTEAUNEUF L. J. Jean Jérôme62, Domaine de Bon Espoir, Piton, Mauritius

Mr. DELAPORTE M. F.Antoine Royal Road, Grand Baie, Mauritius

Mr. GUIMBEAU M.A. LouisChants d'Oiseau, La Preneuse Coastal Road, Black River, Mauritius

Mr. PIAT DALAIS C. Maurice40D, Botanical Garden Street, Curepipe, Mauritius

Mr. DALAIS, G.Christian38, Shah Avenue, Floréal, Mauritius

Mr. DALAIS, J. Jean-Pierre King George V1 Avenue, Floréal, Mauritius

Mr. DANON, Pierre30 Boulevard Victor Hugo, 92200 Neuilly Sur Seine, Paris, France

Mr. DE CHASTEAUNEUF, L. J. Jérôme62, Domaine de Bon Espoir, Piton, Mauritius

Mr. GUIMBEAU, M.A. Louis'Chants d'Oiseau', La Preneuse Coastal Road, Black River, Mauritius

Mr. HUGNIN, M. J GuyBois Chéri Road, Moka, Mauritius

12

Schedule 2Section 14.1(i)



DRI CIL

Mr. GUIMBEAU, M.A. Louis'Chants d'Oiseau', La Preneuse Coastal Road, Black River, Mauritius

Mr. MAYER J. Harold56, Plantation MargueryRivière Noire

Mr. RAJAHBALEE, M. Iqbal, SC26, Shand Street, Beau Bassin, Mauritius

Mr. THIEBLIN XavierMoka 97438Rivière des PluiesSte MarieIle de La Réunion

Mr. HUGNIN M. J. GuyBois Chéri Road, Moka, Mauritius

Mr. ROUSSET M. M. PatriceBotanical Garden Street, Curepipe, Mauritius

Mr. RAJAHBALEE, M. Iqbal, SC26, Shand Street, Beau Bassin, Mauritius

Mr. SADDUL, Neermal80A, Club Road, Vacoas, Mauritius

Alternate Directors

N/A Mr. ESPITALIER-NOEL M. P. Roger28, Angus Road, Vacoas, Mauritius

Mr. PIAT DALAIS Marc C.Coastal Road, Pointe aux Canonniers, Mauritius

N/A

Registered Office

5th Floor, Ebène Skies, rue de l'Institut, Ebène, MauritiusTel : (+230 404 2200)



Company Secretary

CIEL Corporate Services Ltd5th Floor, Ebène



13

Schedule 2Section



DRI CIL

Skies, rue de l'Institut, Ebène, Mauritius



Service Address

5th Floor, Ebène Skies, rue de l'Institut, Ebène, Mauritius



Shares Ordinary shares to be listed on the Official MarketRedeemable Restricted A Shares not to be listed

Ordinary shares listed on DEM

Redeemable Restricted A Shares not to be listed

Ordinary shares listed on DEM

ISIN DRIL.I0002 DRIL.I0002 CIEL.I0000

Directors’ Profiles

P. Arnaud DALAISMr. P. B. Arnaud Dalais joined the CIEL Group in August 1977. Under his leadership, the CIEL Group at large has gone through an important growth both locally and internationally. He has played and continues to play an active role at the level of the Mauritian private sector and has assumed the Chairmanship of a number of organizations including the Joint Economic Council from 2000 to 2002. He has in 2010 been appointed Group Chairman of the CIEL Group and as such, acts as Chairman of CIEL Textile Limited, CIEL Investment Limited, Sun Resorts Limited and Group Chief Executive of Alteo Limited (Ex Deep River-Beau Champ Limited).

G. Christian DALAISMr. G. Christian Dalais has been the Chief Executive Officer of Ireland Blyth Limited (“IBL”) for several years and resigned as Director of IBL in December 2009. He has also been the Chairman of Sun Resorts Limited for more than 20 years until February 2011, when he resigned. He continues to sit on the Board of Sun Resorts Limited as Director. He is the Chairman of Deep River Investment Limited and also Director of Alteo Limited.

Jean-Pierre DALAISMr. Jean-Pierre Dalais is the Chief Executive Officer of CIEL Investment Limited. After graduating from the International University of America with an MBA, he

14

Schedule 2Section 25.1


was employed by Arthur Andersen in Mauritius and France. He later joined the CIEL Group and played an active role in the development of the Group’s operations both in Mauritius and internationally.

R. Thierry DALAISMr. R. Thierry Dalais completed degrees in accounting and commerce at the University of the Witwatersrand, Johannesburg and served articles at Deloitte where he qualified as a chartered accountant in South Africa 1984. He was then employed at Merhold, initially in its trade financing division, and later in the investment and corporate advisory services arm where he was responsible for establishing and managing a successful principal investment portfolio. In 1991, he co-founded Capital Partners a private equity investment management firm which in 1998 merged with the investment banking interests of Capital Alliance to form Brait SE, a listed company. He was appointed Brait’s executive deputy chairman and acted as a key man in the groups private equity funds until June 2004. He has had extensive experience in the formulation of private equity investment policy, transaction structuring, deal making, and business development continuing a private equity investment career in Metier an unlisted private equity investment manager which he co-founded in 2004. Mr. Dalais has acted as director and trustee on numerous boards and trusts in both private and public sectors in Mauritius and abroad.

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Mr. Pierre DANONMr. Pierre Danon is Chaiman of Voila in Kiev, the Ukrainian leading and broadband company and Vice-Chairperson of TDC in Copenhagen. He is also a non-Executive Director of Standard Life in Edinburg. He has also been the Chairperson of Eircom in Dublin, Chief Operating Officer of the Capgemini Group, one of the world’s foremost providers of consulting, technology and outsourcing services and Chief Executive Officer of British Telecom Retail.

L. J. Jérôme DE CHASTEAUNEUFMr. 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 (1989). He joined the CIEL Group in 1993 as Corporate Finance Advisor and became Head of Finance of the CIEL Group in 2000. He is the managing Director of CIEL Corporate Services Ltd.

M. F. Antoine DELAPORTEMr. Antoine Delaporte is the founder and Managing Director of Adenia Partners Ltd, a private company managing private equity funds in the Indian Ocean and West African regions. Since 2000, he is also Director of Karina International Limited and of Karina Sarl in Madagascar and is also a member of the board of Vivo Energy Mauritius Limited. Mr. Delaporte is the Chairman of the boards of C.E.A.L. in Mauritius and of Newpack SA and Socolait SA in Madagascar.

M. P. Roger ESPITALIER-NOËL Mr. M. P. Roger Espitalier-Noël holds a Certificate in Textile and Knitwear Technology from the City of Leicester Polytechnic. He was nominated as General Manager of Floreal Knitwear Ltd in 1998 and retired on June 2010 after 36 years of services in that company. He is now acting as consultant for the CIEL Textile Group. He is a Director of ENL Land Limited, ENL Investment Limited and ENL Limited.

M. A. Louis GUIMBEAU Mr. M A Louis Guimbeau is a Fellow of the Institute of Financial Accountants (UK), a Member of the Chartered Management Institute (UK) and Fellow of the Mauritius Institute of Directors. He has worked in the Export Processing Zone, in the diamond cutting industry and in various companies of the Rogers Group. He actively participated in the setting-up of a Freeport Developer and a third party service provider company. He retired as Finance and Administrative Manager of Saint Aubin Group in 2010.

J. Harold MAYERMr. J. Harold Mayer holds a Bachelor in Commerce and qualified as Chartered Accountant - South Africa. He has been very active in the management team of various companies of CIEL Textile Group since 1990 and was appointed Chief Executive Officer in 2006.

Mr. M. Iqbal RAJAHBALEE, SC

16


Mr. Iqbal Rajahbalee, SC is the founding partner of BLC Chambers, a law firm. He has been the first Executive Director of the Mauritius of the Mauritius Offshore Business Activities Authority, held a directorship of the Bank of Mauritius, and held the post of Chief Executive of the Financial Services Commission. He has also been the Chairperson of the Mauritius Telecom. Xavier THIÉBLINMr. Xavier Thiéblin graduated from the Hautes Etudes Commerciales (Paris) in 1965 and started his career in the banking sector. He joined Groupe Quartier Francais in 1970 and was the chairman of this company for a number of years before its sale to Tereos. He has been decorated ‘Chevalier de la Légion d’Honneur et du Mérite Agricole’ and ‘Officier de l’Ordre National du Mérite’. He is also the chairman of the Syndicat de Sucre of Reunion island and a director on the Comité Européen de Sucre of Bruxelles.

2.5.5 Third Party Information


DRI CIL

Auditors BDO & Co10, Frère Félix de Valois StreetPort Louis

BDO & Co10, Frère Félix de Valois StreetPort Louis


Principal Banker

The Mauritius Commercial Bank LtdSir William Newton Street,Port Louis

The Mauritius Commercial Bank Ltd Sir William Newton Street,Port Louis

The Mauritius Commercial Bank LtdSir William Newton Street,Port Louis

Legal Advisor and Notaries on the Amalgamation

Thierry Koenig SA, Me Jean Pierre Montocchio, NotaryMe Bernard d’Hotman de Villiers, Notary



Transaction Advisor




Independent Valuer




17

Schedule 2 Section 3.1Section



DRI CIL

9th Floor, Tower 1,Nexteracom,Ebène Cybercity,Ebène



18


2.5.6 Directors of Amalgamated company

NAME OF DIRECTORS AGEMr. DALAIS P. Arnaud 58Mr. DALAIS, G. Christian 77Mr. DALAIS, J. Jean-Pierre 49Mr. DALAIS R. Thierry 55Mr. DANON, Pierre 57Mr. DE CHASTEAUNEUF L. J. Jérôme 47Mr. DELAPORTE M. F. Antoine 53Mr. ESPITALIER-NOËL M. P. Roger 59Mr. GUIMBEAU, M. A. Louis 63Mr. MAYER J. Harold 49Mr. RAJAHBALEE, M. Iqbal, SC 59Mr. THIEBLIN Xavier 71

3 RATIONALE BEHIND THE AMALGAMATION

DRI and CIL are two investment holding companies, each with a diverse portfolio. However the two companies are under common control as DRI has an effective control over CIL and as such the management of both companies shares the same strategic vision and objectives.

The market space in which the two companies operate is constantly evolving and in such a dynamic environment, the amalgamation and pooling of the different activities of the two entities will enable the management to bring the new entity one level ahead through the creation of a financially stronger and more diversified group. The Amalgamation will reduce the vulnerability of the new entity to exogenous factors and, hopefully, result in lesser volatility in the future revenue streams. The Amalgamated Company will be a larger entity with focused management and leadership.

The Board of Directors of DRI and CIL are thus confident that the Amalgamation of CIL with and into DRI is in the best interest of their stakeholders, generating a

19

Schedule 2Section 14.1(i)


new dynamism which will enhance shareholder value in the future, both in terms of capital growth and dividend yield.

It is also the intention of the Board of DRI to rebrand the amalgamated entity “CIEL” and to list the company on the Official Market of the Stock Exchange of Mauritius Ltd. The amalgamated entity will be one of the largest companies in Mauritius in terms of market capitalization, expected to exceed MUR 7 billion, resulting in the group ranking sixth on the Official Market and being potentially eligible for inclusion in the SEM-7 Index. Moreover the share capital structure of the amalgamated entity will allow much greater liquidity of the shares on the market and listing on the Official List shall be more attractive to foreign investors.

The Amalgamated Company’s investment portfolio

Investment Portfolio Agro Industry and

Property

Financial Services

Healthcare Hotels and Resorts

Textile

Alteo Limited

Ferney Ltd Ebène

Skies & other properties

Bank One Ltd

Mauritius International Trust Ltd

Investment Professional Ltd

The Kibo Fund LLC

Novelife Ltd

The Medical and Surgical Centre Limited

Sun Resorts Ltd

Constance Hotel Services Ltd

Anahita The Resort

Ciel Textile Limited

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The portfolio of the Amalgamated Company, based on the fair value of the investments as at September 30, 2013, is represented as follows:

From its modest beginnings in the Mauritian sugar industry, DRI through CIEL group has over the years diversified into various sectors and successfully achieved the internationalization process of its activities. Its management has thus amply demonstrated its ability to export its know-how with the globalisation of its textile operations (Madagascar, India and Bangladesh) and the acquisition and turnaround of a sugar factory in Tanzania.

The Group has a history of fruitful partnership and has teamed up with leading partners in their respective field, namely:

Tereos - 4th largest sugar producer in the world; I&M Bank - a leading commercial bank in East Africa; Religare - leader in non-banking financial services in emerging markets

(asset management, brokerage, wealth management); Kingdom Hotel Investments and the Four Seasons (hospitality

industry); and Fortis - a major Indian healthcare group in Asia.

Today, CIEL would be well positioned to tap into the various opportunities in the region:

Asia: expanding its network of textile factories, particularly in South East Asia to broaden and diversify its product offerings in order to access further the U.S. market and the growing regional emerging market;

Sub-Saharan Africa: speeding up its penetration of agricultural, financial and healthcare markets in a fast-growing region: 5.5% (GDP) in 2011 (excluding South Africa).

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The merger of CIL with and into DRI and the creation of CIEL thus represent a unique opportunity to benefit from the strong growth potential in Africa and Asia while minimizing risk, with a group that is based in Mauritius, an African country which is politically stable and safe; geographically and sector diversified.

Agro Industry & Property

In July 2012, the merger of Flacq United Estates Limited (FUEL) into Deep River-Beau Champ Ltd (DRBC), formerly CIEL Agro-Industry, gave birth to a new multi-sector investment group, ALTEO Limited (“Alteo”). Alteo was listed on the Official Market of the Stock Exchange of Mauritius on the July 31, 2012.

DRI owns 21% of Alteo and is one of the two promoters of its creation together with GML who is the other substantial shareholder with 27% of the share capital. Through the amalgamation of CIL with and into DRI, the shareholding of Alteo will be under CIEL who will be in a position to re instate a proper agro industrial cluster within its activities, knowing that CIL is also the 72% owner of Ferney Ltd, a large agricultural land owner as more fully described hereunder.

Apart from being a very large land owner with important prospects in property development, Alteo has four business lines in the agro industry:

Sugarcane cultivation on its own land (approximately 22,000 hectares in Mauritius and Tanzania)

Sugar production; Sugar refining; Energy production

With its 2,100 employees in Mauritius it produces 160,000 tons of sugar from 1.5 million tons of sugar cane. Alteo also operates internationally through its subsidiary in Tanzania; TPC Ltd (“TPC”) where it employs 2,000 permanent employees and 1,500 seasonal employees with a total sugar production of 90,000 tons of sugar from 850,000 tons of sugar cane over 8,000 hectares of sugar cane cultivation. The entire production of TPC is sold on the domestic market at a very remunerative price.

Following the closure of DRBC milling factory and the ensuing expansion of the sugar factory, Alteo Energy Ltd will benefit from the significant additional availability of bagasse and will thus be in a position to produce a much higher proportion of its production from the renewable source of energy. The development will not only ensure a healthy income stream to the operation in the short to medium term but will also place Alteo Energy Ltd in an ideal position to envisage in the years to come the setting up of a new higher efficient power plant.

22


Current energy production with a total capacity of 62MW of electricity is produced by coal and bagasse.

Building upon the success story of TPC and on the improved knowledge of the dynamics of the sugar industry and markets, one of the major objectives of Alteo will be to pursue the expansion of its sugar operations in the region.

The increased sugar consumption in Africa driven by population growth and economic development has led to sustained commodity prices (including sugar) particularly in deficient sub regions.

Alteo is present in the tourism sector through a 50% partnership with Four Seasons Resort Mauritius located at Anahita.

On top of significant land holdings which will be destined to remain under sugar cane cultivation for the foreseeable future, Alteo will hold substantial other property assets with tremendous development synergies and potential in the short, medium and long term.

These include:

The already developed Anahita World class Sanctuary and the adjacent Beau Rivage Domain with a combined foot print of some 400 hectares in a unique environment on the East coast;

Some 250 hectares of prime development land adjoining Anahita on which conversion permits have already been obtained, including the site of the present DRBC sugar factory which will become available in the very near future;

Substantial holdings with development permits in the second and third phases of the Mont Piton development after the very successful completion of the first phase; and

Ongoing residential and commercial developments around the main existing urban at Trou d’Eau Douce, Providence, Bonne Marie and Bel Etang.

Ferney Ltd (‘Ferney’) owns 3,259 hectares of agricultural land and tropical forests. Its size makes it an exceptional estate, with a surface area equivalent to 1.6% of the total area of the country, and the beauty of the site, which brings together mountain, forest and coastline (part of which is freehold). Its lines of business are mainly the renting of agricultural land to Alteo for sugar cane production and property development through sale of identified land with high value potential.

Together with the Government of Mauritius, Ferney is also the main sponsor of La Vallée de Ferney, a 200-hectare nature reserve sheltering a unique biodiversity (more than 100 plant species). Major potential for future developments of the real estate owned by CIEL will primarily be focused on Ferney with land ideally located, less than 10 km by car from the airport. In

23


the coming years, CIEL hopes to convert agricultural land for real-estate development projects or to be disposed of to other promoters.

The main projects are: The Pointe Aux Feuilles estate; On a longer term a large-scale hospitality project (as part of the

Integrated Resort Scheme (IRS) designed to let foreign investors acquire property in Mauritius) to transform the Ferney coastline owned on a freehold basis and the land located immediately behind into a Marina.

The most advanced project is Pointe Aux Feuilles, for which a parcelling permit was recently obtained:

The project consists of dividing up and disposing of 11 parcels of agricultural and forest land amounting to a total of 74.7 hectares;

The land is located between Anahita (5 minutes away) and Ferney Valley; It has an exceptional view over the lagoon; It is intended for residents and non-residents; The disposals should generate income for CIL amounting to close to MUR

160 million; and The authorisation of the Road Authorities was recently obtained and the

project is now underway.

CIL is also the owner of Ebène Skies Limited which owns the Ebène Skies building, with a surface area of 7,800 sq.m of office space. It is located at Ebène (Mauritius) and opened in 2009; it is almost entirely leased out, primarily as the headquarters of certain companies of the Ciel group such as CIEL Corporate Services, KIBO Capital, SRL, MITCO, IPRO as well as third parties. CIL is also the owner of an area of 6,371 sq.m of undeveloped adjoining land to the building with great potential for a new office building at a later stage.

Financial services

DRI through CIL made its entry into the sector by investing in asset management in the early 90s. In 2006, CIL acquired an interest in a fiduciary and trustee services provider, which afterwards became MITCO. In 2008, it invested in a Mauritian commercial bank and set up its own Private Equity fund focused on investing in East Africa. After the takeover of a commercial bank in Mauritius, CIL is currently in the process of looking at new regional Banking opportunities.

The financial services & investment pole comprises of Bank One Limited (‘Bank One’), Mauritius International Trust Company Limited (‘MITCO’), Investment Professional Ltd (‘IPRO’) and The Kibo Fund LLC (‘Kibo’).

Initially concentrated in Mauritius, CIL has gradually expanded its scope to cover the Indian Ocean and East African region:

24


2007: establishment of an asset management office in Botswana, IPRO Botswana;

2008: creation of Kibo, which invests in unlisted companies in East Africa; 2013: CIL is planning to expand its geographical scope in commercial

banking regionally.

Bank One was acquired in February 2008, in partnership with the Kenyan banking institution, I&M Bank.

I&M Bank Group (I&M) is a financial group based in Kenya. The interest of this partnership for CIEL was to benefit from I&M’s experience in commercial banking and its privileged access to the African market. I&M is a key regional player in commercial banking (Kenya, Tanzania, Mauritius and Rwanda), mainly Kenya with 19 branches and Tanzania with 6 branches.

Thanks to its network in Africa, I&M generates value for Bank One, following the example of the international banking activity whose sourcing of deposits is partly achieved through the I&M Bank Group network. Given the success of this partnership, Kibo, managed by CIL, took a 20% stake in the capital of I&M Tanzania in 2010.

With its 16 branches scattered over the island, Bank One is gearing up to be an important player in the banking sector in Mauritius and regionally. It is currently working on a number of innovative products to be offered to its customers and will continue to increase its market share, both locally and international front.

MITCO is in the global business sector and is registered with the Financial Services Commissions (FSC) providing a range of services relating to the establishment and administration of trusts, global companies and funds. It offers administrative, accounting and taxation services for clients wishing to incorporate a domestic company under Mauritius law. It has a subsidiary (MCL) which is registered with the Seychelles International Business Authority. It supports the creation and administration of companies operating under local law.

MITCO's expertise has gradually expanded to now cover the following areas: International taxation (nearly 30 countries with which Mauritius has

entered into double tax treaties); Wealth management and Family office; Trust and fiduciary; Fund Administration (structuring of the optimal legal form); and Accounting and Administration services.

Since 2012 despite the slowdown in the economic environment and the reduction in Indian related business, MITCO has performed well. The domestic corporate secretarial services and Seychelles operations have also witnessed a growth in operations.

25


Going forward MITCO will diversify into new emerging market namely Sub- Saharan and Eastern Africa.

Investment Professionals Ltd (IPRO) and its subsidiaries, IPRO Fund Management Ltd (IFML), IPRO Stockbroking Ltd (ISL), Galileo Portfolio Services Ltd (GPS) and IPRO Botswana form the IPRO group. Total fund at March 2013 valued at Rs 11.2 billion.

CIL also holds 10.4% of the IPRO Growth Fund whose annualised performance over 10 years is 14.4% (net asset value as of March 31, 2013).

IPRO invests on the stock markets of the following areas: Mauritius: IPRO is one of the largest independent fund manager; India: IPRO is authorised to operate as a Foreign Institutional Investor; and Sub-Saharan Africa: IPRO Botswana allows the group to benefit from an

ideal location to manage its development in Africa: an economically and politically stable country with no exchange controls.

It is an integrated player acting as promoter, manager and administrator of investment funds proposing four service offerings:

1. Fund management: IFLM manages equity and bond funds focused on regional emerging markets, Africa, India and Mauritius, with 10 analysts and fund managers;

2. Portfolio management on behalf of private clients;3. Brokerage: ISL holds an "investment dealer" license granted by the FSC

and is a recognised "trading member" of the SEM; and4. Fund administration: GPS provides, to more than 70 investment funds,

collective investment solutions: NAV calculation, reporting, brokerage, publishing leaflets etc.

IPRO strategic partner is Religare which is a leading Indian financial services group positioned in emerging markets. It offers a wide range of services including brokerage, insurance, asset management, financial advisory services, and property management. Its network covers over 2,200 business centres around the world, over 550 sites and over one million clients. Religare Enterprises Limited is listed on the NSE (U.S.A) and BSE (India). In September 2012, Invesco Ltd, a leading independent global investment management firm acquired 49% of Religare Asset Management, the asset management arm of Religare in India. Religare Global Asset Management Inc. is the asset management subsidiary in charge of international investments (excluding India). It manages some USD 13 billion.

CIL launched its first private equity fund in May 2008, Kibo, with a committed capital of EUR 28.9 million) and a life of 10 years. Kibo was created by CIL who is:

26


The 50% shareholder of the management company, Kibo Capital Partners; and

The main sponsor of Kibo: EUR 11.5 M invested.

The management specifically targets 6 countries, Kenya, Tanzania, Uganda, Mozambique, Madagascar and Mauritius, whose strong growth is mainly driven by domestic demand rather than raw material exports.

Its management has identified four particularly promising lines of business in which it is focusing on: Banking and Financial services Healthcare; Infrastructure, Telecommunications and Energy; and Tourism and Leisure.

The fund acquires stakes or finances the growth of SMEs positioned in East Africa and the Indian Ocean islands with strong growth potential at the domestic or regional level. Kibo investment fund objective is to achieve capital appreciation. The fund has investment in 5 different sectors namely; the banking sector, telecommunication sector, power generating, medical sector and micro finance sector in the Africa continent.

CIEL intends to capitalise on the success of its 1st fund launched in 2008 (Kibo), on its knowledge of the region and that of Kibo's main sponsors in order to establish itself as a key private equity (PE) player in Africa. It is currently raising funds for The Kibo Fund II (Kibo II), which is aiming for a minimum size of USD 80 million, with USD 5 million being invested by CIEL. A first closing in excess of USD 50 million is planned for the first quarter of 2014.

Kibo II's strategy is similar to Kibo: benefit from the growth of the eastern part of the continent by investing in growing SMEs. This strategy aims to provide high returns on investments given the positive structural factors in the region, in particular economic growth, which allows the gradual emergence of a middle class population.

Healthcare

Through Ciel healthcare Ltd, CIL owns a 30% stake in Medical and Surgical Centre Limited (‘MSCL’) which operates Fortis Clinique Darné, one of the oldest, yet most modern hospitals in Mauritius. Since January 2009, "Clinique Darné" was rechristened Fortis Clinique Darné following the joint venture with Fortis Healthcare Limited, one of the largest Indian healthcare groups. Fortis operates in the Asia-Pacific area and the scope of its business is very broad, since it covers diagnosis, primary healthcare, specialised care and hospitals. It operates:

76 hospitals with a total capacity of 12,000 beds; 600 accident and emergency centres; and 191 specialised care centres.

27


Fortis group launched its first hospital in 2001. Fortis group is owned by the Singh family.

Fortis Clinique Darné continues to uphold the tradition of providing personal and dedicated care coupled with state-of-the-art medical technology, in a caring and friendly environment. Strategically situated in the centre of the island, the hospital has a 110-bedded capacity and is fully equipped with 4 Operating Theatres, a Cardiac Catheterisation Lab, a 12-bedded Critical Care Unit, a 10-bedded Neonatal Intensive Care Unit and 15 day care beds. With a proven track record of over 40,000 interventional procedures performed in the last decade alone, the hospital offers medical and paramedical services across 25 specialties, all under one roof.

MSCL is planning to expand locally with a new center opening end of 2013 in the North of the island.

The restructuring of CIEL through the Amalgamation will facilitate the regional expansion of Ciel Healthcare Ltd which is looking at new opportunities in the Indian Ocean and the African continent to be developed with a dedicated team.

Hotels & Resorts

The principal investments relate to Sun Resorts Limited (‘SRL’) and Constance Hotels Services Limited (‘CHSL’).

These two groups now comprise 13 hotels in four countries: Mauritius (7 hotels), Maldives (3 hotels), Seychelles (2 hotels) and Madagascar (1 hotel).

SRL is the second largest hotel group in Mauritius. It owns and operates five resorts in Mauritius (Touessrok, La Pirogue, Sugar Beach, Long Beach and Ambre) and one resort in Maldives, all operating in the four to five star-segments.

SRL has played an important role in the development and emergence of the local tourism industry and, as such, benefits from excellent operating assets and prime locations on the island.

An important investment phase has taken place recently in SRL through the construction of the Long Beach, a five star hotel on the east coast, and the lease and complete refurbishment of Ambre on the same coast. Long Beach is a 5 star new generation hotel and since it’s opening in 2011 is showing good growth in occupancy and much improved results. Ambre is a 4 star hotel and was opened late 2012. Results are not satisfactory yet but recent developments on the sales and marketing front are showing much improved prospects for 2014.

28


On the executive front, a new CEO has recently been recruited and Mr. Philippe Cassis will be replacing Mr. Fabio Picirillo as from January 1, 2014. Mr. Cassis arrived in Mauritius as designated CEO in September last and has already started to work on a new strategic approach for our hotels by leveraging on their good reputation, prime sites, excellent quality of services and their sales and marketing force.

The restructuration at the level of CIEL which is the single largest shareholder will allow us to raise sufficient financial resources to facilitate the reinforcement of the SRL balance sheet, profitable operations for all properties and future growth.

Though 2012 has been a tough year for the tourism sector due to the ongoing global economic crisis, SRL managed to increase its market share by 19%. During the year, new strategies have been developed by the Mauritian authorities, leading to an increase in number of tourist from China. There are also negotiations with Russian authorities for direct flights that will help in tapping new market.

CHSL is a public company listed on the Development and Enterprises Market of Stock Exchange of Mauritius Ltd. CHSL owns and/or manages seven resorts in Mauritius, Maldives, Madagascar and Seychelles and operates in the luxury segment.

The group recently performed a rebranding activity under the Unique and Ultimate brands to better distinguish each category of hotel. The 3 Ultimate properties; Le Prince Maurice, Halaveli and Lemuria now operate as members of the renowned Leading Hotels of the World organisation.

The geographical diversification strategy adopted by the group has been beneficial to the company as the weak performance of the local tourism sector was compensated by the strong tourist sector in Maldives and Seychelles, leading to an improvement in operating profit.

CHSL is working on a plan to strengthen its financial structure in the face of industry’s persistent underlying weakness and through its 20% shareholding in this company; CIEL will be called to participate in this restructuring.

Textiles

CIEL Textile Limited (CIEL Textile) is a global player in textile and garment operations with well-established factories in Mauritius, Madagascar, India and Bangladesh. The Group exports nearly 30 million garments, produces around 25 million meters of woven & knitted fabrics, and spins 1,500 tons of woolen yarn per year. CIEL Textile employs nearly 17,000 persons.

CIEL Textile is organised in three clusters:

29


The Woven Cluster with the Aquarelle Group which is located in Mauritius, Madagascar, India & Bangladesh. It produces and exports 14m shirts and 8m meters of woven fabric per year.

The Knitwear Cluster with Floréal Knitwear and Ferney Spinning Mills, which respectively produces 5.5m sweaters and spins 2,000 tons of woolen carded yarn per year. Floréal Knitwear, one of the pioneers of garment manufacturing in Mauritius, is also operating in Madagascar and Bangladesh.

The Fine Knits Cluster with Tropic Knits, which produces 12m T-Shirts and polo shirts per year in Mauritius and Madagascar.

The CIEL Textile Group sells approximately 60% of its production to Europe, 25% to India and South Africa and 15% to USA.

Despite the volatility of the textile sector and the well known political instability of Madagascar, the Board and management are contemplating a bright future for the company through its strategy which has been designed for each cluster. The actions to be undertaken will consolidate the clusters’ position and improve their financial performance:

30


Knitwear Cluster Fine Knits Cluster Woven Cluster Shifting towards increased automation of processes to improve quality of products and reduce reject rates,

Internationalisation of operations,

Targeting to double the cluster’s revenues over a period of five years,

Expansionary activities in Madagascar,

Upgrading of equipment to enhance competitiveness and be able to provide better quality garments.

Producing non-iron shirts for the American market which will involve new investments, and

A shift towards higher value added products, with a particular focus on cashmere products, and

Implanting another factory in a South-East Asian country in order to be closer to the cluster’s clients within the next three years.

Tapping into new markets, especially the German and USA market.

Through the Amalgamation, CIEL would directly own approximately 56 % of CIEL Textile a fully-fledged subsidiary with greater potential of value creation and good dividend flow.

In Conclusion

The newly merged CIEL group will benefit from the strong growth momentum of its international industrial activities. Both the agro industry and the textile businesses are expected to improve dividend flows in the coming years whilst furthering their expansion in Africa and Asia respectively.

The merger will thus allow a strong expansion of the Financial Services, Hotels & Resorts and Healthcare businesses. These activities have developed business models relying on the regional and African economic expansion and specific know how in their respective fields.

The new CIEL is thus expected to show good growth in dividends going forward.

Furthermore, this merger is enabling CIEL to expand its core capital base by bringing on board key strategic investors. This will provide the required additional firepower to have a rapid international expansion of the Financial Services, Hotels & Resorts and Healthcare businesses, notably in Africa.

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4 PARTICULARS OF THE TERMS OF THE AMALGAMATION

4.1 Exchange of Shares

In consideration for the Amalgamation, DRI will issue new Ordinary Shares of no par value to CIL’s shareholders, except for shares already held by DRI in CIL and treasury shares in CIL. CIL shareholders whose names appear on the share register of CIL on January 23, 2014 will receive 0.7350 new Ordinary Shares of DRI for every one (1) CIL share (the ‘Share Exchange Ratio’) registered in their name.

The Directors of DRI and CIL have jointly appointed Ernst & Young as their Independent Valuer to determine the Share Exchange Ratio.

4.2 Share Exchange Ratio

The Share Exchange Ratio has been determined on the following basis:-

CIL DRIValue* MUR’Milli

on6,443 7,476

Number of shares (excluding treasury shares)

899,966,855 767,562,960

Share Exchange Ratio Note 1

CIL : DRI 1 : 0.7350

* Source: Summary of Valuation Report

4.3 Number of Shares to be Issued by the Amalgamated Company to CIL’s Shareholders

If the Amalgamation is approved by the shareholders of DRI and CIL respectively and is implemented, the Amalgamated Company will issue 408,683,180 new Ordinary Shares to the shareholders of CIL as determined below:

Number of CIL shares Note 2 556,031,537

Share Exchange Ratio

32

Schedule 2 Section


CIL:DRI 1 : 0.7350Number of new Ordinary Shares to be issues by DRI 408,683,18

0Note 2: The number of CIL shares excludes treasury shares and shares held by DRI in CIL.

There may be a change to the exact amount of DRI new Ordinary Shares to be issued to CIL shareholders on the Effective Date if as a result of Dissenting Shareholders of CIL exercising their rights to require CIL to acquire their shares pursuant to sections 108 and following of the Companies Act 2001, shares have to be cancelled as is further explained in paragraph 8.

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

At the date of this Amalgamation Proposal, the stated capital of DRI is made up of 822,665,000 (including treasury shares) ordinary shares of no par value. At Completion, the Amalgamated Company will have a maximum of 1,231,348,180 (including treasury shares) ordinary shares of no par value.

At a special meeting of the shareholders of DRI held on October 30, 2013 the shareholders have approved the following:

(i) That each existing ordinary shares of no par value in the capital of DRI as at the last cum date of November 14, 2013, at close of trading, be subdivided into ten (10) fully paid up ordinary shares of no par value.

(ii) That a distribution of a total sum of FORTY MILLION RUPEES – MUR 40 Million - (taken out of the retained earnings in the books of DRI), be made to the shareholders registered as at the last cum date of November 14, 2013, at close of trading, and that the directors of DRI be authorised and moreover directed to pay the said sum to the said shareholders, at the option of each of the latters, as follows:

Either in the form of a cash dividend of five cents - MUR 0.05 for every share held by him, immediately after the subdivision contemplated above;

Or in paying up in full four - 4 - “Redeemable Restricted A Shares” of no par value in the capital of DRI having the rights set out hereunder, for every share held by him, immediately after the subdivision contemplated above, on the condition that such “Redeemable Restricted A Shares” be allotted, distributed and credited as fully paid

33

Schedule 2 Section 20.1 (a)Section


up; each such “Redeemable Restricted A Share” conferring upon the holder thereof:

(a) The right to vote at general meetings and on a poll to cast one vote for each share held;(b) The right to participate in a rights issue together with the holders of ordinary shares in the proportion of the amount paid up or credited as paid up on the shares of each class on the condition that the holders of each class of shares shall be entitled to subscribe to shares of that class only;(c) No right whatsoever to any distribution;(d) No right whatsoever to any surplus assets of the company in case of winding up;(e) No right to be transferred except with the consent of the holders of at least seventy five - 75 - per cent of the shares of that class.

As a result of the above, the shareholders of DRI who will have opted for the Redeemable Restricted A Shares by November 14, 2013, at close of business, will on or about November 20, 2013 be allotted with the said shares.

Upon Completion, there may be a change to the amount of the stated capital of the Amalgamated Company if, as a result of Dissenting Shareholders exercising their rights to require DRI and/or CIL, as applicable, to acquire their shares pursuant to sections 108 and following of the Companies Act 2001, shares have to be cancelled as is further explained in paragraph 8, save for shares that will be kept as treasury shares in the Amalgamated Company.

The new Ordinary Shares that will be issued to the shareholders of CIL by the Amalgamated Company at Completion will rank pari passu with the then existing Ordinary Shares of the Amalgamated Company. Those rights, privileges and conditions attached to the Ordinary Shares of the Amalgamated Company are set out in section 46(2) of the Companies Act 2001. All CIL shares will be immediately cancelled upon the issue to the CIL shareholders of new Ordinary Shares in the Amalgamated Company.

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

4.4 Statement from the Independent Valuer

The Independent Valuer, whose name and qualifications are in the Valuation Report dated November 15, 2013, state that:

(a) they do not hold shares in CIL or DRI or have the right to subscribe for or nominate persons to subscribe for shares in CIL or DRI;

34

Section 22.1

Section 25.1


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

(c) the statements set out above were made on November 15, 2013 for incorporation in this document.

35


4.5 Approval of the Listing Executive Committee (‘LEC’)

An application has been made to the LEC of the SEM on November 18, 2013 for the further issue and admission of 408,683,180 new Ordinary Shares and the LEC has approved (subject to shareholders’ approval on December 30, 2013) the application on [date]..

4.6 Admission Costs

The total expenses of the issue are estimated at MUR 2,062,500 (VAT exclusive).The details of the issue cost are as follows:

Details MURConsultancy fees 1,687,500Postage and printing costs 295,000Fees for listing 80,000Total admission costs 2,062,500

The admission costs will be borne by DRI and CIL equally.

4.7 Share Capital

4.7.1 Stated Capital

The stated capital of DRI, as per the last audited financial statements for the year ended June 30, 2013, is set out below:

MUR82,266,500 ordinary shares of no par value 822,665,000Total 822,665,000

The stated capital of DRI following the share split, as detailed in section 2.5.1.2 above is 822,665,000 ordinary shares of no par value.

4.7.2 Other Information concerning the Shares

The shares are in registered form and the registry is kept at MCB Registry & Securities Limited, 2nd Floor, MCB Centre, Sir William Newton Street, Port Louis.

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Schedule 2 Section 20.1(a)

1.1.1.1 Schedule 2 Section

Schedule 2 Section 25.3


4.7.3 Shareholding Structure

The table below highlights shareholders holding more than 5% of the stated capital of DRI as well as the dilution effect following the Amalgamation.

Pre-Amalgamation Post-Amalgamation

Shareholders % Holding

% Holding

Synora Investment Ltd 14.21 9.27Les Ternans Ltd 13.67 8.92Hugnin Frères Ltd 12.26 8.04Societe de Mercoeur 8.37 6.48Trade Winds Ltd 7.43 4.85Societe Saffron 5.06 3.30Blakeney Management (Includes several funds)

- 8.54

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The group structure of DRI pre-Amalgamation is as follows:

20.96% 38.22% 30.26% 11.77%

14.28%

Alteo LimitedCIEL Investment

Limited CIEL Textile Limited

Deep River Investment LimitedIP Textile Holding

Ltd

Post Amalgamation, the group structure is as shown below;

CIEL

Agro-Industry & Property Textile Hotels &

Resorts Financial Services Healthcare

• Alteo Limited• Ferney Limited• Ebène Skies

Limited

• CIEL Textile Limited

• Sun Resorts Limited

• Anahita Residences & Villas Limited

• Constance Hotels Services Limited

• Bank One Limited• Investment

Professionals Limited

• MITCO Group• Kibo Capital

Partners Limited• ProContact

Limited

• The Medical & Surgical Centre Limited

• Laboratoire International De Bio Analyse Limitée

• CIEL East Africa Healthcare Limited

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5 PROCEDURES FOR THE EXCHANGE OF SHARES (THIS PARAGRAPH APPLIES TO CIL SHAREHOLDERS ONLY)

Share not Held Through the CDS

After the Effective Date, the share registry of the Amalgamated Company will issue share certificates for the new Ordinary Shares of the Amalgamated Company to CIL’s shareholders who hold CIL share certificates. The new share certificates will be sent to those shareholders.

Share Held Through the CDS

For those shareholders holding CDS accounts, their respective CDS accounts shall be credited.

Other Payment

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

6 STATEMENT OF DIRECTORS’ INTERESTS

Statement of Interests of Directors of DRI and CIL and the Chief Executive Officer of CIL (Mr Jean-Pierre DALAIS)

Directors Shareholding (%)DRI – Ordinary Shares

DRI Direct IndirectG. Christian DALAIS (Chairman) - 0.01P. Arnaud DALAIS 8.37Jean-Pierre DALAIS 0.45 2.14Maurice P. DALAIS 0.52 10.11Jerome DE CHASTEAUNEUF - -Louis GUIMBEAU 1.42 -Guy HUGNIN 0.13 12.26Patrice ROUSSET 2.02 0.13Thierry DALAIS - 5.06Antoine DELAPORTE - -Marie Patrick Roger ESPITALIER NOËL (Alternate to Guy Hugnin)

- 0.29

Marc Christian P DALAIS (Alternate to G. Christian Dalais)

1.61 -

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Directors Shareholding (%)CIL – Ordinary Shares

CIL Direct IndirectP. Arnaud DALAIS - 1.80G. Christian DALAIS - 0.05Guy HUGNIN - 0.11Jean-Pierre DALAIS 1.49 0.03Pierre DANON 0.03 -Iqbal RAJAHBALEE, SC - -Neermal SADDUL - -Maurice DALAIS 0.004 -Louis GUIMBEAU 0.004 -Jerome De CHASTEAUNEUF 0.0007 -

7 STATEMENT OF DIRECTORS OF DRI AND CIL

The Board of Directors of DRI and CIL respectively have approved the Amalgamation and resolved on November 15, 2013 to recommend the approval of the Amalgamation to their respective shareholders.

The Directors of DRI and CIL who have approved the Amalgamation are of the view that (a) the Amalgamation is in the best interest of their respective companies and shareholders, and (b) if the Amalgamation is approved by shareholders of DRI and CIL, the Amalgamated Company will satisfy the solvency test immediately after the Amalgamation.

Copies of the certificates issued by the Directors of DRI and CIL under section 246(2) of CA 2001 are set out in Appendix III.

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8 STATEMENT SETTING OUT THE RIGHTS OF SHAREHOLDERS UNDER SECTION 108 OF COMPANIES ACT 2001

Dissenting Shareholders may Require their Company to Purchase their Shares

Section 108 of the Companies Act 2001 read as follows:

“A shareholder may require a company to purchase his shares where – (a) a special resolution is passed under –

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

(ii) section 105(l)(b) or (c); and

(b) the shareholder -

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

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

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

It is noted that:

(i) the Board of Directors of DRI and CIL have, pursuant to an agreement made with CIL under section 109(2)(b) of the Companies Act 2001, agreed that DRI will acquire the shares of shareholders of CIL’s Dissenting Shareholders;

(ii) DRI will also acquire the shares of DRI Dissenting Shareholders.

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Attention is drawn to the fact that the Board of Directors of each of DRI and CIL has resolved to recommend to their respective shareholders not to proceed with the Amalgamation if:

(i) the aggregate liability of DRI to the DRI Dissenting Shareholders arising at law and pursuant to the above agreement with CIL exceeds the budget of MUR 500 Million established by the Board of Directors of DRI for that purpose; and

(ii) the Board of Directors of DRI and CIL are 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 500 Million on or about June 30, 2014.

To that end, the shareholders of DRI and CIL will be called upon to vote on the resolutions set out in Appendix II.

Notice Requiring Purchase of Shares

A Dissenting Shareholder must, within 14 days of the date of the special meeting of shareholders approving the Amalgamation, give written notice to DRI or CIL, as applicable, requiring DRI to purchase his or her shares at a price equivalent to the price at which such shares are traded on the DEM as at the close of business on the day prior to the date at which the vote of shareholders approving the Amalgamation is taken. Please refer to Appendix IV which sets out section 110 of the Companies Act 2001.

Within 28 days of receipt of the notice, the Board of DRI and CIL will give written notice of their decision to the relevant Dissenting Shareholders as well as to the other shareholders of DRI and CIL.

Within 7 days of issuing the above written notice, DRI will state the price for the shares being bought and notify in writing the Dissenting Shareholders exercising their buy-outs rights accordingly.

Purchase of Shares

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

Subject to Completion, the purchase of shares of Dissenting Shareholders will be carried out on the DEM and settled through the CDS. Dissenting Shareholders whose shares are not held through the CDS are requested to make appropriate arrangements promptly and at latest by January 17, 2014.

Dissenting Shareholders who have pledged their shares in DRI and/or CIL must make appropriate arrangements for the release of their shares from any existing pledge if they wish to require DRI and/or CIL to purchase their shares

42


under section 108 of Companies Act 2001. DRI and/or CIL will not proceed with the purchase of shares of Dissenting Shareholders under section 108 of Companies Act 2001 until such shares have been released from pledge.

Shares of Dissenting Shareholders of DRI and CIL purchased by DRI, if any, will be cancelled.

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9 RISK FACTORS

9.1 Business Risks

The activities of DRI and CIL expose those companies to a variety of financial risks, including: Market risk Credit risk Liquidity risk

9.1.1 Market Risk

Risks associated to property development particularly during periods where there is a slowing down of the world economy.

Equity Price Risk:DRI and CIL are both dependent on the performance and dividend policy of their portfolio of investments which are quoted on the DEM/Official Market.

CIL seeks to minimise the price risk by investing in various sectors to avoid risk concentration in a particular industry.

Currency Risk:DRI is not exposed to currency risk. CIL is exposed to foreign exchange risk arising from currency exposures primarily with respect to the Euro and US Dollar (USD). Foreign exchange risk arises from future currency exposures, commercial transactions and recognised assets and liabilities.

Cash Flow and Fair Value Interest Rate Risk:DRI does not have any significant interest-bearing assets and/or liabilities. Its income and operating cash flows are substantially independent of changes in market interest rates.

CIL is exposed to fair value interest-rate risk on its fixed interest rate bearing assets and financial liabilities as the carrying amounts may fluctuate due to changes in market interest rates.

It is also exposed to cash flow interest-rate risk as it borrows at variable rates. This is somehow mitigated by non-current receivables and loans at call being granted at variable rates.

44

Section 4


9.1.2 Credit Risk

DRI is not exposed to credit risk. CIL has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers. Policies are in place to ensure that sales of products and services are made to customers with an appropriate credit history.

9.1.3 Liquidity Risk

Prudent liquidity risk management includes maintaining sufficient cash and marketable securities, the availability of funding from an adequate amount of committed credit facilities and the ability to close out market positions. Both DRI and CIL aim at maintaining flexibility in funding by keeping committed credit lines available.

9.2 Operational Risks

CIL is exposed to operational risk defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. The processes are periodically re-evaluated to ensure their effectiveness.

9.3 Regulatory Risks

The effect of any potential changes to any applicable law or regulations, whether before or after completion of the transaction, cannot be predicted, this could potentially cause actual results to differ materially from those expressed or implied in this document.

9.4 Completion Risks

The Amalgamation is subject to the satisfaction or waiver of the following conditions precedent:

(i) the approval of the shareholders of DRI and CIL respectively by special resolution; and

(ii) the receipt of the third party and regulatory approvals set out in a document available for inspection at the registered offices of DRI and CIL respectively;

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There is no certainty that those conditions precedent will be satisfied. DRI will issue communiqués in relation to the status of those conditions precedent in due course.

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It is noted that:

(i) the Board of Directors of DRI and CIL have, pursuant to an agreement made with CIL under section 109(2)(b) of the Companies Act 2001, agreed that DRI will acquire the shares of CIL Dissenting Shareholders; and

(ii) DRI will also acquire the shares of DRI Dissenting Shareholders.

Attention is drawn to the fact that the Boards of Directors of each of DRI and CIL have resolved to recommend to their respective shareholders not to proceed with the Amalgamation if:

(i) the aggregate liability of DRI to the Dissenting Shareholders arising at law and pursuant to the above agreement with CIL exceeds the budget of MUR 500 Million established by the Board of Directors of DRI for that purpose; and

(ii) the Board of Directors of DRI and CIL are 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 500 Million on or before June 30, 2014.

Subject to the timely satisfaction or waiver of the conditions precedent, the completion of the Amalgamation is expected to occur on January 24, 2014 (the ‘Completion Date’) but the Board of Directors of DRI and CIL may jointly agree to postpone the Completion Date provided that they give notice of their decision. However if all the conditions precedent are still not met or waived by June 30, 2014 at latest, the Amalgamation will not be completed.

10 PROPOSED CONSTITUTION OF AMALGAMATED COMPANY

The key provisions of the proposed constitution are set out in Appendix I of this document.

11 OTHER MATTERS

11.1 Subsequent Management and Operation of the Amalgamated Company

If the Amalgamation is approved by the shareholders of DRI and CIL, DRI will, upon Completion of the Amalgamation, be responsible for the subsequent management and operation of the business of CIL as part of DRI.

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48


12 LEGAL AND ARBITRATION PROCEEDINGS

There are no legal and arbitration proceedings against DRI and CIL, which would have significant effects on their companies’ and/or Groups’ respective financial position or profitability.

13 AUDITORS REPORT

The financial information for the years ended June 30, 2013, 2012 and 2011 of DRI and March 31, 2013, 2012 and 2011 of CIL set out in section 2.5 has been extracted from the financial statements of the groups which have been audited by BDO & Co.

BDO & CoChartered AccountantsPort-LouisMauritius

November 15, 2013

14 DOCUMENTS AVAILABLE FOR INSPECTION

The following documents are available for inspection during normal business hours at the registered offices of DRI and CIL:

The proposed constitution of the Amalgamated Company*; The original copy of the Further Admission Document and Amalgamation

Proposal signed by two Directors on behalf of the Board; A summary of the Valuation Report; A copy of the Listing Particulars; A full group structure of DRI; A list of the third party and regulatory approvals required to satisfy the

conditions precedent set out at paragraph 9.4(ii); DRI’s audited financial statements for the years ended June 30, 2013, 2012

and 2011; and CIL’s audited financial statements for the years ended March 31, 2013,

2012 and 2011.

*copy available upon request

[date]

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Schedule 2 Section 19.6

Schedule 2 Section 20.2.1Section 25.5

Schedule 2 Section


50


APPENDIX IKey Provisions of the Proposed Constitution of the

Amalgamated Company

51

Section 20.2Section


Extracts of Key Provisions of the Proposed Constitution

“8.2. 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 authorised 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 favourable voting rights, shall include the words “restricted voting” or “limited voting”.

8.3. Consideration for issue of Shares(a) Subject to clause 8.3 (b), before the Board issues Shares (other

than Shares issued upon incorporation), it must:(i) determine the amount of the consideration for which the Shares

will be issued and the terms on which they will be issued;(ii) if the Shares are to be issued for consideration other than cash,

determine the reasonable present cash value of the consideration for the issue and ensure that the present cash value of that consideration is fair and reasonable to the Company and is not less than the amount to be credited in respect of the Shares; and

(iii) resolve that, in its opinion, the consideration for the Shares and their terms of issue are fair and reasonable to the Company and to all existing Shareholders.

(b) Clause 8.3 (a) shall not apply to the issue of Shares on the conversion of any convertible securities or the exercise of any option to acquire Shares in the Company.

8.6. Shares issued in lieu of DividendThe 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;

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(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.

8.7. 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 per cent (75 %) 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 8.7(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

General 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 8.7(a) file with the Registrar in a form approved by him the particulars of such consent or resolution.

8.8. Fractional SharesThe Company may issue fractions of Shares which shall have corresponding fractional liabilities, limitations, preferences, privileges,

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qualifications, restrictions, rights and other attributes as those which relate to a whole Share of the same Class of Shares.

9. PURCHASE BY COMPANY OF ITS SHARES The Company may purchase or otherwise acquire its Shares in accordance with, and subject to, sections 68 to 74, and 108 to 110 of the Act, and may hold the acquired Shares in accordance with section 72 of the Act and transfer them pursuant to section 74(2) of the Act. The Company may purchase Shares issued by it from some and not necessarily all the Shareholders.

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10. TRANSFER OF SHARES10.1. Shares to be freely transferable

Subject to the terms of issue of the Redeemable Restricted A Shares, there shall be no restrictions on the transfer of fully paid up Shares and any document relating to or affecting the title to any Shares shall be registered with the Company without payment of any fee.

13. PLEDGE OF SHARES(a) Any Share may be given in pledge in all civil and commercial

transactions in accordance with the Code Civil Mauricien.(b) The Company shall keep a register in which pledges of Shares or

debentures shall be inscribed stating that the pledgee holds the Shares or debentures not as owner but in pledge of a debt, the amount of which shall be mentioned. A pledge shall be sufficiently proved by the inscription in that register.

(c) If the pledgee so requires, there shall be delivered to him a certificate, signed by the Company's secretary, which shall enumerate the number of Shares given in pledge and the amount and nature of the debt in respect of which the pledge was constituted.

(d) Subject to the terms and conditions of the pledge, the owner of the Shares given in pledge shall continue to be the party entitled to attend General Meetings of the Company and to vote with respect to such Shares and to cash all dividends in respect thereof.

17. DISTRIBUTIONS17.1. Solvency Test

(a) Notwithstanding section 61(1)(b) of the Act but subject to clause 17.2, the Board may, if it is satisfied on reasonable grounds that the Company will satisfy the Solvency Test immediately after the Distribution, authorise a Distribution by the Company to Shareholders of any amount and to any Shareholders as it thinks fit.

(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.

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

55


17.3. Dividends payable pari passuThe Board may not authorise a Dividend in respect of some but not all the Shares in a Class, or of a greater amount in respect of some Shares in a Class than other Shares in that Class except where:(a) the amount of the Dividend is reduced in proportion to any liability

attached to the Shares under this Constitution;(b) a Shareholder has agreed in Writing to receive no dividend, or a

lesser dividend than would otherwise be payable;and unless it is paid out of retained earnings, after having made good any accumulated losses at the beginning of the Accounting Period.

17.4. Discounts to Shareholders(a) The Board may pursuant to a discount scheme resolve that the

Company shall offer to Shareholders discounts in respect of some or all goods sold, or services provided by, the Company.

(b) The discount scheme shall be one where the Board has previously resolved that the proposed discounts:(i) are fair and reasonable to the Company and all Shareholders;

and(ii) will be available to all Shareholders or to all Shareholders of the

same Class on the same terms. (c) The discount scheme shall not be approved or continued by the

Board unless the Board is satisfied, on reasonable grounds, that the Company will satisfy or is satisfying the Solvency Test.

17.5. Financial assistance on acquisition of shares.The Company may, subject to and in accordance with, section 81 of the Act, give financial assistance (whether directly or indirectly) to a person for the purpose of, or in connection with, the purchase of Shares issued (or to be issued) by the Company.

19. EXERCISE OF POWERS RESERVED TO SHAREHOLDERS19.1. Powers reserved to Shareholders

(a) Powers reserved to Shareholders of the Company by the Act or by this Constitution may be exercised:(i) at a General Meeting; or(ii) by a resolution in lieu of a meeting pursuant to clause 20.3.(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.

19.2. Special Resolutions.When Shareholders exercise a power to approve any of the following, that power may only be exercised by a Special Resolution:

56


(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;(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.

19.3. Reserved MattersSubject to any mandatory provisions of the Act, when Shareholders take a decision by Special Resolution, the Company shall not take any action to give effect to that resolution unless that decision is also approved by a Special Resolution, or by consent in Writing, of the holders of seventy five per cent (75 %) of the Shares of each Class.

19.4. Management review by Shareholders(a) The Chairperson of any General Meeting shall give the Shareholders

a reasonable opportunity to discuss and comment on the management of the Company.

(b) A General Meeting may pass a resolution which makes recommendations to the Board on matters affecting the management of the Company.

(c) A resolution relating to the management of the Company passed at a General Meeting (in accordance with clause 19.3(b)) is not binding on the Board, unless it is carried as a Special Resolution.

19.5. Dissenting Shareholder may require Company to purchase Shares

(a) A Shareholder may require the Company to purchase his Shares where:

(i) a Special Resolution is passed under clause 19.2(a) for the purposes of altering the Constitution of the Company with a view to imposing or removing a restriction on the business or activities of the Company, or clause 19.2(b) or (e); and

(ii) the Shareholder casts all the votes attached to Shares registered in his name and for which he is the beneficial owner against the resolution; or

(iii) where the resolution to exercise the power was passed under section 117 of the Act, the Shareholder did not sign the resolution.

(b) A request under clause 19.4(a) shall be addressed to the Company by the dissenting Shareholder by notice in Writing within fourteen (14) days of either the passing of the resolution at a General Meeting or the date on which notice of the passing of the written resolution is given to him.

(c) Upon receiving a notice from a dissenting Shareholder given under clause 19.4 (b), the Board shall:

57


(i) agree to the purchase of the Shares by the Company from the Shareholder giving the notice; or

(ii) arrange for some other person to agree to buy the Shares; or(iii) apply to the Court under section 112 or section 113 of the Act

for an order exempting the Company from the obligation to purchase the Shares; or

(iv)arrange, before taking the action concerned, for the Special Resolution entitling the Shareholder to give the notice, to be rescinded by a Special Resolution, or decide in the appropriate manner not to take the action concerned.

(d) The Board shall within twenty-eight (28) days of receipt of the notice under clause 19.4 (b) give written notice to the dissenting Shareholder of its decision under clause 19.4 (c).

(e) Where the Board agrees to the Company purchasing the Shares, pursuant to clause 19.4(c)(i), it shall do so in accordance with section 110 of the Act.

20.5. Notice of General Meetings(a) Written notice of the time and place of a General Meeting shall be

sent to every Shareholder entitled to receive notice of the General Meeting and to every Director, secretary and auditor of the Company not less than fourteen (14) days before the General Meeting.

(b) The notice shall state: (i) the nature of the business to be transacted at the General

Meeting in sufficient detail to enable a Shareholder to form a reasoned judgment in relation to it; and

(ii) the text of any Special Resolution to be submitted to the General Meeting.

(iii) and in the case of an Annual Meeting, shall include a printed copy of the financial statements and annual report of the Company.

(c) Any irregularity in a notice of a General Meeting shall be waived where all the Shareholders entitled to attend and vote at the General Meeting attend the General Meeting without protest as to the irregularity, or where all such Shareholders agree to the waiver.

(d) Any accidental omission to give notice of a General Meeting to, or the failure to receive notice of a General Meeting by, a Shareholder shall not invalidate the proceedings at that General Meeting.

(e) The Chairperson may, or where directed by the General Meeting, shall, adjourn the General Meeting from time to time and from place to place, but no business shall be transacted at any adjourned General Meeting other than the business left unfinished at the General Meeting from which the adjournment took place.

(f) When a General Meeting is adjourned for thirty (30) days or more, notice of the adjourned General Meeting shall be given as in the case of an original General Meeting.

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(g) Notwithstanding clauses 20.5(a), (b) and (c), it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned General Meeting.

20.7. Quorum(a) Where a quorum is not present, no business shall, subject to clause

20.7 (c), be transacted at a General Meeting.(b) There shall be a quorum for holding a General Meeting where five

(5) Shareholders holding Shares representing at least ten percent (10%) of the total voting rights are present or represented.

(c) Where a quorum is not present within thirty (30) minutes after the time appointed for the General Meeting:(i) in the case of a General Meeting called under section 118(1)(b)

of the Act, the General Meeting shall be dissolved;(ii) in the case of any other General Meeting, the General Meeting

shall be adjourned to the same day in the following week at the same time and place, or to such other date, time and place as the Directors may appoint; and

(iii) where, at the adjourned General Meeting, a quorum is not present within thirty (30) minutes after the time appointed for the General Meeting, the Shareholders or their proxies present shall be a

21. APPOINTMENT AND REMOVAL OF DIRECTORS21.1. Number of Directors.

The Board shall consist of not less than eight (8) or more than sixteen (16) Directors.

21.6. Disqualification and removal of Directors.A person will be disqualified from holding the office of Director if he:(a) is removed by Ordinary Resolution passed at a General Meeting

called for that purpose; or(b) resigns in Writing and is not reappointed in accordance with this

Constitution; or(c) becomes disqualified from being a Director pursuant to section 133

of the Act; or(d) is (or would, but for the repeal of section 117 of the companies act

1984, be) prohibited from being a Director or promoter of, or being concerned with or taking part in the management of a Company under section 337 or 338 of the Act; or

(e) dies; or(f) attains or is over the age of seventy (70) years; (but subject always

to section 138 of the Act), or(g) is under eighteen (18) years of age; or(h) is an undischarged bankrupt.

21.7. Shareholding qualification.A Director shall not be required to hold Shares.

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21.8. Alternate Directors(a) Every Director may, by notice given in Writing to the Company,

appoint any person (including any other Director) to act as an Alternate Director in the Director's place, either generally, or in respect of a specified meeting or meetings at which the Director is not present.

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

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

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

(e) An Alternate Director's shall lapse upon his appointing Director ceasing to be a Director.

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

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

22. POWERS AND DUTIES OF THE BOARD22.1. 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 and clause 7 of this Constitution, including, but not limited to, the power to purchase and sell property, to borrow money and to mortgage, pledge or create charges on its assets and to issue debentures and other securities,

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whether outright or as security for any debt, liability, or obligation of the Company or of any third party.

24. REMUNERATION AND OTHER INTERESTS OF DIRECTORS24.1. 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 24.1(a), particulars of such payment are entered in the Interests Register.

(c) Notwithstanding the provisions of this clause, the Shareholders of the Company may, by Unanimous Resolution, 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.

28. WINDING UP28.1. Distribution of surplus assets.

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

28.2. Division in kind(a) When assets are distributed, the liquidator may, with the sanction

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

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

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

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APPENDIX IIPart A

Copy of the Resolutions to be adopted at the Special Meetings of the

Shareholders of DRI

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FIRST RESOLUTION TO BE VOTED AS A SPECIAL RESOLUTION“Subject to the passing of all the other Resolutions set out in this notice, to approve the amalgamation proposal (the ‘Amalgamation Proposal’) with respect to the proposed amalgamation of CIEL Investment Limited (‘CIL’) with and into the Company (the ‘Amalgamation’), pursuant to section 246 of the Companies Act 2001 (the ‘Companies Act’), which Amalgamation will be completed not later than June 30, 2014, subject to the satisfaction or waiver of the conditions precedent (the ‘Conditions Precedent’) set out in paragraph 9.4 of the Amalgamation Proposal.’’

SECOND RESOLUTION TO BE VOTED AS A SPECIAL RESOLUTION“Subject to the passing of all the other Resolutions set out in this notice, to approve, pursuant to section 36 (1) (c) of the Companies Act, the change of name of the Company from ‘Deep River Investment Limited’ to ‘CIEL Limited’, upon the completion of the Amalgamation.”

THIRD RESOLUTION TO BE VOTED AS A SPECIAL RESOLUTION“Subject to the passing of all the other Resolutions set out in this notice, to approve, the issue and allotment of a maximum of 408,683,180 ordinary shares of no par value, under the constitution adopted pursuant to the eighth resolution, upon the completion of Amalgamation to such persons and in such number as contemplated under the Amalgamation Proposal (such new shares to rank pari passu in all respect with the existing ordinary shares of the Company) and that such shares be admitted on the Development & Enterprise Market (‘DEM’) of the Stock Exchange of Mauritius Ltd (‘SEM’).”

FOURTH RESOLUTION TO BE VOTED AS AN ORDINARY RESOLUTION“Subject to the passing of all the other Resolutions set out in this notice, to approve the admission of all the Ordinary Shares of the Company on the Official Market of the SEM upon the completion of the Amalgamation.”

FIFTH RESOLUTION TO BE VOTED AS A SPECIAL RESOLUTION“Subject to the passing of all other Resolutions set out in this notice, to rescind each of the First Resolution to the Fourth Resolution if:

(i) the aggregate liability of the Company to the shareholders of the Company and CIL (the ‘Dissenting Shareholders’) voting against the First Resolution and exercising their rights under sections 108 and following of the Companies Act to require their respective company to purchase their shares exceeds MUR 500 million; and

(ii) the Board of Directors of the Company and CIL are unable to arrange for one or more third parties to purchase the shares of the Dissenting Shareholders for any amount in excess of MUR 500 million on or before June 30, 2014 ”.

SIXTH RESOLUTION TO BE VOTED AS A SPECIAL RESOLUTION“Subject to the passing of all other Resolutions set out in this notice, to allow the Company to hold the Ordinary Shares of those Dissenting Shareholders voting against the First Resolution and exercising their rights under sections

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108 and following of the Companies Act as treasury shares, up to a maximum of 15% of the shares of that class in compliance with section 72(1)(c) of the Companies Act 2001.”

SEVENTH RESOLUTION TO BE VOTED AS AN ORDINARY RESOLUTION“Subject to the passing of all the other Resolutions set out in this notice, to authorise the Board of Directors of the Company to do all such things and undertake all such acts as may be required to give effect to the foregoing Resolutions, including but not limited:

(i) to take any action for the timely satisfaction or waiver of the Conditions Precedent;(ii) to set a date in accordance with the provisions of the Amalgamation Proposal, which is not later than June 30, 2014, for the completion of the Amalgamation; and(iii) to arrange for one or more third parties to purchase the shares of the Dissenting Shareholders for any amount in excess of MUR500 million on or before June 30, 2014. ”

EIGHTH RESOLUTION TO BE VOTED AS A SPECIAL RESOLUTION“Subject to the passing of all the other Resolutions set out in this notice, to approve, pursuant to section 44 (2) of the Companies Act, the revocation of the existing constitution of the Company and the adoption of a new constitution substantially in the form attached to this notice, such revocation and adoption to be effective upon the completion of the Amalgamation.”

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APPENDIX IIPart B

Copy of the Resolutions to be adopted at the Special Meeting of the Shareholders of CIL

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FIRST RESOLUTION TO BE VOTED AS A SPECIAL RESOLUTION

“Subject to the passing of all the other Resolutions set out in this notice, to approve the amalgamation proposal (the ‘Amalgamation Proposal’) with respect to the proposed amalgamation of the Company with and into the Deep River Investment Limited (the ‘Amalgamation’), pursuant to section 246 of the Companies Act 2001 (the ‘Companies Act’), which Amalgamation will be completed not later than June 30, 2014, subject to the satisfaction or waiver of the conditions precedent (the ‘Conditions Precedent’) set out in paragraph 9.4 of the Amalgamation Proposal and that the treasury shares held by the Company be cancelled upon the Amalgamation being effective.’

SECOND RESOLUTION TO BE VOTED AS A SPECIAL RESOLUTION“Subject to the passing of the First Resolution set out in this notice, to rescind the First Resolution if:

(i) the aggregate amount payable to shareholders (the ‘Dissenting Shareholders’) of CIL and Deep River Investment Limited voting against the amalgamation referred to in the First Resolution and exercising their right to require CIL and Deep River Investment Limited to purchase their shares pursuant to sections 108 and following of the Companies Act 2001 exceeds MUR 500 million;

(ii) the Board of Directors of the Company and Deep River Investment Limited are unable to arrange for one or more third parties to purchase the shares of the Dissenting Shareholders for any amount in excess of MUR 500 million on or before June 30, 2014 ”

TIHRD RESOLUTION TO BE VOTED AS A SPECIAL RESOLUTION

“Subject to the passing of all the other Resolutions set out in this notice, that the Share Buy Back Scheme which had been approved by the shareholders of the Company be terminated. ’’

FOURTH RESOLUTION TO BE VOTED AS AN ORDINARY RESOLUTION“Subject to the passing of all the other Resolutions set out in this notice, to authorise the Board of Directors of CIL to do all such things and undertake all such acts as may be required to give effect to the foregoing Resolutions, including but not limited to:(i) to take any action for the timely satisfaction or waiver of the Conditions Precedent;(ii) to set a date in accordance with the provisions of the amalgamation proposal, which is not later than June 30, 2014, for the completion of the amalgamation.(iii) to arrange for one or more third parties to purchase the shares of the Dissenting Shareholders for any amount in excess of MUR500 million. ’’

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APPENDIX IIIPart A

Copy of Directors’ Certificate for DRI

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DEEP RIVER INVESTMENT LIMITED

CERTIFICATE IN ACCORDANCE WITH SECTION 246(2) OF THE COMPANIES ACT 2001.

In accordance with section 246(2) of the Companies Act 2001 (the ‘Act’) and in relation to the proposed amalgamation of CIEL Investment Limited (‘CIL’) with and into Deep River Investment Limited (‘DRI’) under sections 245 and 246 of the Act (the ‘Amalgamation’), the Directors of DRI who attended the Board meeting held on November 15, 2013 and voted in favour of the resolutions under Section 246(1) of the Act, in respect of the Amalgamation, certify to the best of their knowledge and belief, and after making reasonable enquiries that:

1. they are satisfied that the Amalgamation is in the best interest of DRI for the reasons set out in Amalgamation Proposal dated November 15, 2013.

2. they are satisfied that DRI will, immediately after the Amalgamation becomes effective, satisfy the solvency test based on the unaudited accounts prepared as if the Amalgamation had become effective for the period ended September 30, 2013.

Name of Director Signature Date

……………………….. ………………………………………………………

……………………….. ………………………………………………………

……………………….. ………………………………………………………

……………………….. ………………………………………………………

……………………….. ………………………………………………………

……………………….. ………………………………………………………

……………………….. ………………………………………………………

……………………….. ………………………………………………………

……………………….. ………………………………………………………

……………………….. ………………………………………………………

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APPENDIX IIIPart B

Copy of Directors’ Certificate for CIL

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CIEL INVESTMENT LIMITED

CERTIFICATE IN ACCORDANCE WITH SECTION 246(2) OF THE COMPANIES ACT 2001.

In accordance with section 246(2) of the Companies Act 2001 (the ‘Act’) and in relation to the proposed amalgamation (the ‘Amalgamation’) of CIEL Investment Limited (‘CIL’) with and into Deep River Investment Limited (‘DRI’) under sections 245 and 246 of the Act, the Directors of DRI who attended the Board meeting held on November 15, 2013 and voted in favour of the resolutions under Section 246(1) of the Act, in respect of the Amalgamation, certify to the best of their knowledge and belief, and after making reasonable enquiries that:

1. they are satisfied that the Amalgamation is in the best interest of CIL for the reasons set out in Amalgamation Proposal dated November 15, 2013.

2. they are satisfied that DRI will, immediately after the Amalgamation becomes effective, satisfy the solvency test based on the unaudited accounts prepared as if the Amalgamation had become effective for the period ended September 30, 2013.

Name of Director Signature Date

……………………….. ………………………………………………………

……………………….. ………………………………………………………

……………………….. ………………………………………………………

……………………….. ………………………………………………………

……………………….. ………………………………………………………

……………………….. ………………………………………………………

……………………….. ………………………………………………………

……………………….. ………………………………………………………

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……………………….. ………………………………………………………

……………………….. ………………………………………………………

……………………….. ………………………………………………………

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APPENDIX IV Section 110 of Companies Act 2001

Section 110 of the Companies Act 2001 reads as follows:

“(1) Where the Board of directors agrees under section 109(2)(a) to the purchase of the shares by the company, it shall, within 7 days of issuing notice under section 109(3) -

(a) state a fair and reasonable price for the shares to be acquired; and

(b) give written notice of the price to the shareholder.

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

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

(4) Where the shareholder gives notice of an objection under subsection (2), the company shall –

(a) refer the question of what is a fair and reasonable price to arbitration; and

(b) within 7 days, pay a provisional price in respect of each share equal to the price stated by the Board.

(5) At the time of payment of the provisional price under subsection (4), the shareholder shall -

(a) deliver to the company an executed instrument of transfer of the shares together with any relevant share certificate; or

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

(6) Where the price determined -

(a) exceeds the provisional price, the company shall forthwith pay the balance owing to the shareholder;

(b) is less than the provisional price paid, the company may recover the excess paid from the shareholder.

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

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

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

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

(11) Where –

(a) the company fails to refer a question to arbitration in accordance with subsection (4); or

(b) the arbitrator to whom the matter is referred by the company is not independent of the company, or is not suitably qualified to conduct the arbitration,

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

(12) A purchase of shares by a company under this section -

(a) shall not be a distribution for the purposes of section 61;

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(b) shall be deemed to be a distribution for the purposes of section 66(1) and (3).”

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