Investors Prospectus (IP) August 2014 v2Green Business Hub Rwanda

ContentSummary 1Introduction 3Investment Options and Yields 5Private Placement Program (PPP) 6Entering the Private Placement Program 7The PPP scenario 9Risk 12Abbreviations 13Attachment 14

Pre-investment opportunityCo-investment at BU level

Summary

We, Erasmus Investment International S.A. (Erasmus) enable business expansion and development of sustainable (food) projects. For the preparation of the investment program in Rwanda, Erasmus works with the Rwanda Chamber Foundation (RCF). Investments in Rwanda will be done by a SPV (Special Purpose Vehicle) in Rwanda, the Green Business Hub Rwanda (GBHR) with Erasmus as the majority shareholder.

GBHR consists of the following sub-projects (status August 2014):Area Development & Construction $ 920 M (Million)Agriculture, food processing & Livestock $ 624 MSustainable energy & water-management $ 552 M ($ 372 M depending one spec. project)Logistics & equipment $ 50 MEducation and training $ 50 M

The total investment is US$ 2.2 B (Billion). The program will help Rwanda to realize the strategic development plan EDPRS II (Economic Development and Poverty Reduction Strategy 2013-2018). The program will create about 65,000 direct jobs. All assets will stay in the country, managed after a training period by the local private sector and institutions, under control of GBHR.Separated business plans and factsheets per business case are available.

The PPP program for project funding.

Erasmus has access to a trading system that is used worldwide to finance large-scale

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projects with a humanitarian character. The so called Private Placement Programs (PPP) generates cash by specialized, discreetly operated Trading Programs. The program starts with a Trader (Trading Platform) and an Investor partnering under a contract. This contract allows the Trader to “show” the Investor’s money to legally buy newly issued bank paper and sell it at a higher value.

The advantage of the program is that the investor’s funds are never touched, because the only way the Trader will buy new paper is when he has a second buyer ready to take it from him immediately at a higher price. A Trader is strictly regulated about the kind of investments he can initiate, monitored by the ECB (European Central Bank). He cannot buy an instrument without demonstrated marketability and he is restricted from buying “Wholesale”.

The Trader for the projects of Erasmus Investment is only supplying money for sustainable projects that assist private business expansion and development of commercial, humanitarian, charitable and non-profit projects. This is an interesting proposition for an investor who is willing to reserve funds in excess of € 100 M (for Rwanda US$ 150 M) for a certain period of time, but no longer than 13 months on his own bank account, and wants to finance for one year projects which meets the objectives of Erasmus.

Investment options and yields

We are looking for an investor that can assign at least US$ 150 M to enable the Private Placement Program (PPP) for project funding in Rwanda, as will be explained in a separated business plan.The yield of the investment depends on the selected investment option or combination of options (choice of the investor):

Option 1Long-term investment (5+ years): Becoming a shareholder. The investor assigns at least $ 150 M to the GBHR project. The PPP will be executed as described in a separate letter. After 12 months the PPP will stop (or rollover) and the assigned funds can be converted to a maximum of 20% shareholding in the GBHR entity. During the realization of the GBHR project, the first business results will start, depending the project, in 06 - 18 months after the start of the PPP. Generated profits from the operations, when choosing to be a shareholder of the project, will be partly returned to the shareholders as dividend, partly used as reservation for further investments, and partly used for financing of the non-profit activities, enabling the total investment.Based on the profitability projections and the (discounted value of the) investment of US$ 150 M, the 25-year average return on the investment will be about 10% per annum.

Option 2Short-term investment (13 months): Being a financier

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The investor assigns at least US$ 150 M to a triple A Bank (might be his own bank).The PPP will be executed as described in a separated letter; After 12 months the trade will stop (or rollover) After 13 months (12+1) the assigned funds of the investor are freely disposable again (his own investment) and in addition the investor will receive US$ 150 M as return.

Option 3: (1) + (2)Combination of options 1 and 2: Hybrid investment (based on 50% of each option) The investor assigns at least US$ 150 M The PPP will be executed as described in a separated letter; After 12 months the PPP will stop (or rollover) and the assigned funds will be converted to a 10% shareholding in the Rwandan Operating entity, representing a donation of US$ 75 M. After 13 months (12+1) the assigned funds of the investor are freely disposable again (his own investment). In this scenario it is calculated that in addition US$ 75 M was released and will be converted into a 10% shareholding in the GBHR entity and a US$ 75 M yield was paid to the investor by offsetting the payment of the yield and the share conversion.

During the realization of the GBHR project, the first business results will start, depending the project, in 06 - 18 months after the start of the PPP. Generated profits from the operations, when choosing to be a shareholder of the project, will be partly returned to the shareholders as dividend, partly used as reservation for further investments, and partly used for financing of the non-profit activities, enabling the total investment.Based on the profitability projections and the (discounted value of the) investment of US$ 150 Mln and conversion of US$ 75 M into 10% share holding, the 25-year average return on the investment will be about 12% per annum.

Pre-investments and co-investments.There are, in addition to the investment / financing opportunity as described in this IP (Investors Prospectus), two other opportunities to be a co-investor in GBHR projects. You can find more information in the attachment.

Introduction

Erasmus Investment International (Erasmus) enables business expansion and development of commercial, humanitarian, charitable and non-profit (public interest) projects: viable and sustainable projects that promote economic growth and long-term employment, or that otherwise provide aid to the society or improve quality of life.

Erasmus was founded in 2012, dedicated to the Food Hub Macedonia (FHM), and to consolidate the long-term cooperation between the best experts in agricultural business development, construction, logistics and sustainable energy. Our experts have more than 20 year experience in business development in Northern Europe, Spain, Italy, the Balkans, England, Germany, the Middle East and China in an investment range from €5 M - €800 M.

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For the preparation of the investment program in Rwanda, Erasmus started working with the Rwanda Chamber Foundation (RCF). Investments in Rwanda will be done by a SPV (Special Purpose Vehicle) in Rwanda, the Green Business Hub Rwanda (GBHR) with Erasmus as the majority shareholder.The GBHR program (status August 2014):

Area Development and Construction ($ 920 M)

HousesOther buildings (offices, shops) Campus, Hostels

a. Dwelling Units $ 430 Mb. Infrastructure and utilities $ 300 Mc. Factories related to the construction industry

$ 90 Md. Additional investments $ 100 M

Agriculture & Livestock $ 624 M

GreenhousesWarehousesBulk storageShelters

a. Staple crops including irrigation $ 285 Mb. Horticulture $ 111 Mc. Factories for food processing, enabling

factories (e.g. package, fertilizers) $ 152 Md. Slaughtering and meat processing $ 5.5 Me. Poultry Industry $ 18 Mf. Fish Farming and Fish feed factory $ 52.5 M

Sustainable energy and water-management $ 552 M ($ 372 M, depending f)

a. Biomass to electric Power (58 MWe). $ 195 Mb. Biomass to biogas 125 ton gas in bottles. $ 9

Mc. Solar PV energy (20 MWe). $ 55 Md. Hydro Power (7 MWe). $ 19 Me. Infrastructure $ 4 Mf. OPTION: methane to Power (50 MWe). $ 170

M g. 300 km Grid (power transition lines) $ 50 M

Logistics and equipment $ 50 M a. Agri-mechanization $ 16 Mb. Harvesting and mining of feedstock $ 10 Mc. Trucks, special vehicles . $ 24 M

Education and training $ 50 M a. Knowledge transfer and coaching per projectb. Capacity building local institutions

The total investment is US$ 2.2 Billion. The program will help Rwanda to realize the strategic development plan EDPRS II. The program will create about 65,000 direct jobs. All assets will stay in the country, managed after a training period by the local private sector and institutions.

The management will implement a CSR (Corporate Social Responsibility) policy for its personnel including health and safety issues, environmental and food safety, dealing with corruption and a corporate social involvement initiative. The company will encourage the establishment of an employee committee in order to discuss ideas for improvement of the company. For all staff hired it will be clear that no corruption will be accepted as well as any theft or otherwise misuse of company’s property at any level. Fair incomes will be paid.The GBHR project will offer an appropriate health and life insurance and pension system

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with better conditions than the standard conditions in Rwanda. In the FEED phase of the project a dedicated retirement-savings plan will be developed.

Investment Options and Yields

Erasmus has access to a Private Placement Program (PPP) conditioned to the Investment in and realization of the GBHR project. Revenues generated by using this program, must benefit the Project for at least 90%. Generating these revenues can commence when the PPP is started on behalf of an investor who is willing to assign bank instruments to the project, at least US$ 150 M for 13 months. The funds are not moved to another account and full control remains only with the investor. After 13 months, the investor can obtain a maximum of 20% of the project shares or receives a yield of 80-100% of the allocated funds or can opt for a combination of shares and yield. Options described under the Summary.The purpose of this type of PPP trading is not to generate tremendous revenues but to finance qualified projects.

Private Placement Program (PPP)

Private Placement Programs create funds by trading discounted Bank Issued Debt Instruments. The funds are created because these debt instruments are deferred payment obligations, or liabilities issued at discounted prices by major world banks.

The trading process is safe because the Debt Instruments are bought and sold immediately with pre-defined prices and pre-defined payment deadlines. Exit-buyers are mostly large financial institutions, insurance companies, or extremely wealthy individuals. The investors’ funds will not be used for the PPP transactions, however it is reserved as a so-called compensating balance against a Credit Line. As the trading is done on pre-defined conditions, the Credit Line will not be used but it must be available to back up the buy-sell transactions.

We like to invite you to participate in this dedicated PPP to develop a unique opportunity in Rwanda. The purpose of this Investment Prospectus is (after signing an NDA) to inform you in more detail of this investment opportunity, and to explain the project and the benefits of the investment in more depth in a personal meeting.

Proof of Funds

First step is for the investor is to provide a Proof of Funds (PoF). This needs to be either an Account statement, Custodial Account Statement or Tear Sheet. The PoF must be signed by 2 bank officers and a letter from the account signatory authorizing confirmation of said assets. Upon initial confirmation of the PoF the Trading Platform will provide all the documents necessary

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for entry. Erasmus will present a Joint Venture Agreement to the investor to secure the link with the GBHR project. The Joint Venture will refer to an Irrevocable Pay Order (IPO) that will be the agreement for the allocation of the trade revenues. To prevent money laundering and terrorist financing, a detailed verification of the investor and signatories of the JVA is required, before entering the PPP. Politically exposed persons must also be identified.

RWA and assignment. For entrance into transaction the investor will need to provide a bank readiness letter (RWA) issued from by the investors bank to the investor stating that the bank will obey the client’s order to issue an assignment of assets by MT760 from his bank and to retransmit said assignment via his bank European correspondent, to the coordinates to be provided by the investor. The transaction requires the assignment of the assets confirmed by MT760 assignment, NOT THE TRANSFER OF THE ASSETS. Assignment of assets will be for 6 to 12 months depending on the amount. In the case of the GBHR project it is a 12 month assignment. The assets can be any of the following formats a Bank Guarantee (BG), Medium Term Notes (MTN’s), Bank Draft, Certificate of Deposit (CD) or Cash. If the investor’ assets are cash based, it is advisable that he purchase a one year CD from his bank and use it as the asset for the transaction. This will assure the client and the Trading Platform that the assets will remain at the client’s bank for the duration of the transaction. This process is at the investors’ discretion and peace of mind if he wants to convert to a CD. The assigning bank must be an AA (A of +) rated western bank. If the client’s bank is not rated accordingly they must use their A-rated correspondent. The correspondent bank must forward the assignment on behalf of the investor’s bank and stand behind the value of the assignment.

Entering the Private Placement Program

After initial confirmation of the assets and prior to entry into the Private Placement Program, a personal confirmation will be conducted at the bank. This will require the presence of the asset owner or its assignee, the bank officer and the independent confirmation agent. At this bank meeting the agent will physically confirm the willingness of the correspondent bank officer and verbally confirm his readiness to proceed. The agent will also execute a telephone call with the compliance officer of the platform and repeat the confirmation process between the bank officer and the platform.

Once confirmation is completed, on or before 3 hrs., the investor will receive the final trade contract for signature and execution. This will contain all the details of the transacting bank for the issuance of the MT760 assignment. The investor’s bank can issue a pre-advice confirmation MT799, if it wishes to, and confirm the platform and transaction with the

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transacting bank. The Confirmation Agent will remain until the MT760 is executed and he personally receives from the bank officer a copy of the MT760 SWIFT executed, for immediate confirmation to the Trading Platform. IF THE ASSETS ARE PROVEN TO BE FALSE IN ANY WAY, THE TRADING PLATFORM WILL IMMEDIATELY SUBMIT THE INVESTOR’S INFORMATION TO INTERPOL, THE FRAUDE SQUAD AT THE COUNTRY OF RESIDENCE OF THE INVESTOR, THE FRAUD SQUAD AT THE COUNTRY OF RESIDENCE OF THE BANK AND THE BANK HEAD OFFICE. ERASMUS IS DEALING WITH A REAL PLATFORM AND WE TAKE THE BUSINESS VERY SERIOUSLY. IF THE INVESTOR IS NOT SURE OF HIS ASSETS AND HAS NOT GONE TO THE BANK TO CHECK THEM PERSONALLY WE ADVICE TO DO SO BEFORE PROCEEDING.

Confirmation by the Trading Platform.

48 hours after receipt and confirmation of the MT760 assignment to the transacting bank, the investor will have a choice of having available to him 1% of the MT760 assignment issuance in cash for transfer to his designated coordinates. The Trading Platform will provide a credit line of 80% of face value of the MT760 assignment and that will be the initial trade amount. The investor will receive 50% gross per week of the credit line amount with a 40% net to the investor and 10% to the Trading Platform. The PPP system only works with a genuine project like the GBHR project and as such the progress of the investment will be audited a minimum of 3 time per year by a well-reputed auditing firm which is assigned by the Trading Platform.

Summarizing:Step 1 The investor will provide a Proof of Funds (PoF). This can be any of the following; a copy of the CD, bank statement, a tear sheet, or bank letter of readiness and provide a copy of passport, Client Information Sheet and a Letter of Authorization (See Appendix) Step 2 After initial verification is completed, the investor will need to provide the supporting documentation for the Private Placement Program. This will include but not be limited to the Project Summary, History of Funds, Corporate registration documents, Non-solicitation Letter, an Irrevocable Fee Protection Agreement (IFPA) of 10% for the Trading Platform and a letter with the receiving bank coordinates for the revenue payments. Step 3 Verification at the investor’s bank: On or before 4hr. after bank personal confirmation, the investor will receive the PPP contract for signature and execution. Upon signing of the PPP contract the investor will order his bank to start the process of issuing the MT799 pre-advice of the MT760. Upon receipt of answer of the MT799 from the transacting bank that they are ready to receive Mt760, the investor’s bank will issue the MT760. A copy of the Mt760 will be provided to the confirmation agent for his record and to inform the Trading Platform of the execution. The receiving bank will confirm the receipt of the MT760 to the investor’s bank.

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The PPP trading will commence on the Monday following the week of confirmation. The reimbursement or payment to the investor will be executed on Fridays.

Exit-buyers are mostly large financial institutions, insurance companies, or extremely wealthy individuals. There are always intermediates between the trader and the exit buyer, so the issued instruments are never sold directly to the exit-buyer. The investors’ funds will never be used for the PPP transactions, because it is reserved as a so-called compensating balance against a Credit Line. This Credit line is used as collateral for the bought debt. Because the trading is done on pre- defined conditions, the Credit Line doesn’t have to be used but it must be available to back up the buy-sell transactions. The purpose of this type PPP trading is not to generate tremendous yields but to finance projects.

The PPP scenario

Step 1

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The Trader ‘s Bank, the issuing bank and the Bank of the ‘Exit Buyer ‘ agree on starting a series of buy-sell transactions. The agreement provides that MTN’s are purchased from the Issuing Bank at a reduced price and sold to an ‘Exit Buyer’ for face value.

Step 2

The Bank of the ‘Exit Buyer ‘ sends a PoF to the Trader’s Bank for the amount of the initial Private Placement Programs create funds by trading discounted Bank Issued Debt Instruments. The funds are created because these debt instruments are deferred payment obligations, or liabilities issued at discounted prices by major world banks. This program is a private market restricted to so-called Commitment Holders who have contractual agreements with banks to buy a limited number of fresh-cut debt instruments at a reduced the issuing bank within 8 hours and the instructions for sending the MTN to the Exit Buyer ‘s Bank.

Step 3

50% of the revenues from the Buy-Sell program is used for filling up the IPO, as agreed between the trader en het Joint Venture of Erasmus and the investor. Erasmus has to use the revenues to pre-fill budgeted ESCROW accounts for the purpose of the GBHR project.

Step 4 Erasmus can decide to do a rollover of the Buy-Sell Program when additional funding of the GBHR project or other projects if necessary.

Assumptions Private Placement Program.In this example below the investor assigns €100 M to GBHR . When his account is at an AA (A or +) rated bank, a 100% Credit Line will be possible. The total period of the PPP is 56 weeks, of which 52 are used for actual trading. The costs of issuing the MT760 are fixed at 1.5% of the investment. The margin between the face value of the MTN and the actual purchase price of the MTN’s is 3%. The total commission fees for intermediates and finders are set at 3% of the investment amount.

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Step 1 The first step is the issuing of the investment, in this case € 100 M to the FHM project to create a total required fund level of €1.7 B.

Step 2 The trader’s bank sends an invoice of 97%, € 97 M of the face value of the fresh issued MTN’s to the Exit Buyer to be paid within 4 hours and receives an invoice from the issuing bank of face value to b paid within 8 hours. Step 3 The revenues of the Buy-Sell program are € 100 M minus € 97 M is € 3 M per transaction. A bank commission of 0.25% reduces the revenues. This makes a revenue of € 2.99 M per transaction.

Step 4 The trade is repeated 4 times a week and 4 times a day. The total revenue in a week will therefore be 16* €2.99 M makes €47.88 M. 50% of the revenues are returned to the trading bank which leaves €23.9 M to be paid to the account of the Joint Venture or to separate accounts of Erasmus, the Investor, the trader and other beneficiaries. The account of the investor will be completed to the agreed amount of yield. The trader is this example will be rewarded with 0.25% = €59.7 K per week.

Weeks Total Yield FEED & Running Costs explanation

Cash Flow from the trade

From the start of the Trade, the ESCROW accounts will be filled up according to predetermined budgets. We projected to start the realization of the GBHR project directly when the funds are deposited. This is the start of the so-called Front End Engineering and Design (FEED)

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phase. Because the total project has to be finished within 3 years.

Risk

DISCLAIMER

This Invite to Invest Memorandum (IP) has been complied by Erasmus Investment International (Company) and is provided solely for use by recipients in considering their interest in investing in the Green Business Hub Rwanda project. Recipients should conduct their own investigation and analysis of the Company and of the information contained in the IM and are advised to seek their own professional advice on legal, financial taxation and other consequences of acquiring ownership or other legal rights in the company.

Neither the Company, nor affiliated partnerships, or bodies incorporate, nor the

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directors, shareholders, managers, agents and advisors of any of them, make representation or warranty, express, or implied as to the accuracy, reasonableness, or completeness of the information contained in the IP. All such parties and entities expressly disclaim any and all liability for, or based on the relating to any such information contained in, or errors in or omission form the IP or based on or relating to the recipients of the IP.

The IP includes certain statements, budget and projections with respect to the anticipated future performance of the GBHR project and as to the market for the Company’s services. Such statements, budget and projections reflect various assumptions made by the Company or the GBHR project concerning anticipated results, which assumptions may or may not prove to be correct. No representation is made as to the accuracy of such statements, budget and projections.

The Company reserves the right to negotiate, with one or more prospective investors at any time and to enter into a definitive agreement with respect to one or more transactions without prior notice to any other recipient of the IP or any other prospective investor. The company reserves the right to terminate, at any time, further participation without attributing any reason therefore.

Abbreviations

BG Bank Guarantee BLC Bank Letter of Confirmation B BillionBU Business UnitCAPEX Capital Expenditure CD Cash Deposit CSR Corporate Social ResponsibilityECB European Central BankEDPRS II Economic Development and Poverty Reduction Strategy 2013-2018EFTA European Free Trade Association EPC Engineering, Procurement and ConstructionFEED Frontend Engineering and DesignFHM Food Hub MacedoniaGBHR Green Business Hub RwandaIFPA Irrevocable Fee Protection AgreementIP Investment Prospectus IPO Irrevocable Pay Order JVA Joint Venture Agreement M Million MTN Medium Term Note (Mid Term Note)

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NDA Non Disclosure Agreement PoF Proof of Funds PPP Private Placement Program PWC Price Waterhouse Coopers RWA Ready, Willing and AbleSPV Special Purpose Vehicle

Additional informationFor additional information on Erasmus and the Green Business Hub Rwanda, we refer to the Websites: www.erasmus-group.com ; www.foodhubmacedonia.com ; www.rwandachamber.org

Attachment

Pre-investment opportunity

Erasmus offers investors and contractors a unique pre-investment opportunity that underlines the commitment from parties to the GBHR project.

In Rwanda Erasmus will create a SPV, GBHR Holding company being the project owner after successful funding. One third of the shares of GBHR are available for co- investors. The commitment between the Parties will be documented in a Memorandum of Understanding and a Share Agreement. For co- investors or companies, a standard provision of this agreements is that the co-investor makes US$ 1 million available for pre-financing the GBHR program or GBHR will acquire an Expert Company of the investor or contractor at a pre-agreed price. The contractor or investor acquires 10% of shares in GBHR at a purchase price of US$ 1,000,000. What will be for GBHR an over $ 1.5 B project in assets.

Why is the leverage so high?

That is the case for some reasons:

1. If the co-investor steps in before the trade & financial engineering process has started, he earns the leverage as a pre-investor. GBHR uses that money as a pre-finance for all partners involved doing their work in engineering and preparations of projects. After funding we start the FEED phase (Front End Engineering Development), not losing time for our suppliers & partners and the Government of Rwanda. There is always a small risk that there are delays or other problems before or during the funding process. The co-investor might lose part of his money because the financing is still not guaranteed.

2. If the program ends up with about $ 2 B investment in Rwanda depending the final results of the FEED phase, there will be at least $ 1.5 B assets on the balance sheet at Holding level. The remaining part of the total investment is used for execution the program, non-profit expenses, and paying back pre-investments done by the parties involved in preparation the

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program. The returns in dividend are based on a ROI on assets.

3. GBHR is not after maximizing the profit. GBHR uses dividend partly for re-investments in the projects / companies, for project costs and the humanitarian non-profit side program.

Example:Suppose at GBHR Holding level, we maximize the ROI for the co-investor at net 5%. The 5% from a normal Bank for the original $ 1,000.000 is $ 50,000 / year.

But if you have 10% of the shares in the Holding:

The 5% of $1.5 B is $ 75 M. 70% is for GBHR, $ 52,500,000 and will be used for project costs, Erasmus Investment costs, and financing the humanitarian side program, and re-investments year after year.

With co- investor’s 10% it is 1/3 of $ 22,500,000 is $ 7,500.000 before dividend tax (in Rwanda max. 15%). A very good ROI indeed, even if you must pay double dividend tax in your country. But the first one or two years there is no 5% net dividend.

4. You get 10 % of the shares in the Holding but shares will have and keep a nominal value. You cannot make a profit with the shares. If you decide to sell you shares after some time you must sell them to EII at nominal value again (statutory).

Co-investment at BU level

Co-investors at business unit level (investment in a specific sub-project under GBHR) might take a share at company level, business units / Ltd. under one of the Divisions under GBHR.

That investment is done into real estate or a construction factory or agriculture, greenhouses, agro-processing plants, poultry, fish farming, silk production, production of fertilizers, an economic zone, the logistic center or in energy. On request we send you an overview of projects you might be interested in. We have about 45 separated projects.

Also there is a leverage between 5 – 10 times the total amount invested if the co-investor assigns before trading has started, and depending the timing of the investment and the %% of the total Capex in equity in that project. After funding co-investors can buy shares at nominal value.

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