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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Circular is neither a prospectus nor an invitation to the public to subscribe for shares in AICO Africa Limited 'AICO' or 'the Company' or 'the Group', but is a document issued, in compliance with the ZSE Listing Requirements, to inform the existing shareholders of the proposed unbundling of the Company on terms and conditions more fully set out in this Circular. Action required: If you are in any doubt as to the action you should take, please consult your stockbroker, banker, accountant or other professional advisor immediately. If you no longer hold any shares in AICO, you should send this Circular, as soon as possible, to the stockbroker, bank or other agent through whom the sale of your shareholding in AICO was executed for onward delivery to the purchase or transferee of your shares.

(A public company incorporated in the Republic of Zimbabwe under company registration number 20924/2008)

CIRCULAR TO SHAREHOLDERS
REGARDING THE PROPOSED UNBUNDLING OF THE COMPANY INVOLVING: waiver of pre-emptive rights by AICO in respect of the proposed issue of new shares by Seed Co Limited to Vilmorin & Cie S.A.; a partial sale of the Company's Seed Co Limited shares amounting to 30,819,144 Seed Co Limited shares; warehousing of the Company's 49.31% interest in Olivine Holdings (Private) Limited in a Trust pending disposal; a Renounceable Rights Offer of 560,831,770 new AICO ordinary shares at a subscription price per share of US$0.0270 on the basis of 105 Rights Offer Shares for every 100 AICO ordinary shares held as of the Rights Offer Record Date; the disposal of excess non-core assets by Cottco; a distribution, via a dividend-in-specie, to shareholders of the 66,759,545 remaining Seed Co Limited shares on the basis of 60.97 Seed Co Limited shares for every 1,000 AICO shares held as of the Distribution Record Date; change of Company name from AICO Africa Limited to Cottco Holdings Limited, and incorporating:
a Notice of an extraordinary general meeting of the members of AICO Africa Limited, to be held in the Lecture Theatre at SAZ Building, No. 1 Northend Close, Northridge Park, Borrowdale, Harare on 20 December 2013 at 11:00 hours, which notice was published on 29 November 2013 in accordance with the requisite provisions of the Listing Requirements of the Zimbabwe Stock Exchange and the Companies Act [Chapter 24:03] of Zimbabwe, is set out at the end of this document. Shareholders are asked to complete and return the attached Form of Proxy in accordance with the instructions printed thereon, as soon as possible, but not later than 10:00 hours on Wednesday 18 December 2013.

Financial Advisors

Underwriter

Auditors and Independent Reporting Accountants

KPMG Chartered Accountants (Zimbabwe) Co-Sponsoring Brokers Co-Sponsoring Brokers Legal Advisors Transfer Secretaries

MEMBERS OF THE ZIMBABWE STOCK EXCHANGE

MEMBERS OF THE ZIMBABWE STOCK EXCHANGE

All of the Directors of AICO, whose names are given in paragraph 22 on page 11 of this Circular, collectively and individually, accept full responsibility for the accuracy of the information given and certify that, to the best of their knowledge and belief, there are no other material facts, the omission of which would make any statement in this Circular statement false or misleading and that they have made all reasonable enquiries to ascertain such material facts and that this Circular contains all information required by law. The Directors confirm that the information in the Circular includes all such information within their knowledge (or which it would be reasonable for them to obtain by making enquiries) as investors and their professional advisers would reasonably require and reasonably expect to find for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the issuer and of the rights attaching to the securities to which the listing particulars relate. Each of the AICO's advisors, legal advisors, sponsoring brokers, transfer secretaries and reporting accountants have consented in writing to act in the capacity stated and to their names being stated in the Circular and have not withdrawn their consents prior to the publication of this Circular. Date of issue: 29 November 2013

CORPORATE INFORMATION

Directors: Bekithemba L. Nkomo Patrick St. L Devenish Bernard Mudzimuirema Innocent Chagonda Catherine C. Chitiyo Albert F. Nhau Lawrence F. Preston John P. Rooney

Non-Executive Chairman Group Chief Executive Officer Group Finance Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director

Business Address and Registered Office: 1st Floor SAZ Building Northend Close Northridge Park Box BW 537 Borrowdale Harare Zimbabwe

Financial Advisors: Corporate Excellence (Private) Limited 3 Drummond Chaplin Street Milton Park Harare Zimbabwe

Transaction Legal Advisors: Kantor & Immerman 19 Selous Avenue Harare Zimbabwe

Auditors and Independent Reporting Accountants: KPMG Chartered Accountants (Zimbabwe) Mutual Gardens 100 The Chase (West) Emerald Hill Harare Zimbabwe

Company Secretary: Pious Manamike AICO Africa Limited 1st Floor SAZ Building Northend Close Northridge Park Box BW 537 Borrowdale Harare Zimbabwe

Share Transfer Secretaries: First Transfer Secretaries No. 1 Armagh Avenue off Enterprise Road, Eastlea Harare Zimbabwe

Co-Sponsoring Brokers: ABC Stockbrokers 1st Floor, Heritage House 67 Samora Machel Avenue Harare Zimbabwe

Co-Sponsoring Brokers: Imara Edwards Securities (Private) Limited Block 2, First Floor, Tendeseka Office Park Samora Machel Avenue East, Eastlea Harare Zimbabwe

TABLE OF CONTENTS
SECTION CORPORATE INFORMATION TABLE OF CONTENTS DEFINITIONS SALIENT FEATURES OF THE PROPOSED UNBUNDLING IMPORTANT DATES ACTION TO BE TAKEN BY SHAREHOLDERS PART 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 CHAIRMAN'S LETTER TO SHAREHOLDERS THE PROPOSED UNBUNDLING OF THE COMPANY THE PROPOSED UNBUNDLING TRANSACTIONS RATIONALE FOR THE PROPOSED UNBUNDLING TRANSACTIONS APPLICATION OF THE PROCEEDS OF THE PROPOSED CAPITAL RAISE EXPENSES OF THE PROPOSED UNBUNDLING TRANSACTIONS CONDITIONS PRECEDENT ZSE LISTING REQUIREMENTS RIGHTS OFFER UNDERWRITING EFFECTS OF THE PROPOSED UNBUNDLING TRANSACTIONS TAXATION ARISING FROM THE PROPOSED UNBUNDLING TRANSACTIONS CONSEQUENCES OF THE PROPOSED UNBUNDLING TRANSACTIONS NOT GOING AHEAD FUTURE PROSPECTS FOR THE UNBUNDLED GROUP MATERIAL CHANGES AND EVENTS MATERIAL CONTRACTS FACTS AND EVENTS WHICH MAY HAVE A MATERIAL ADVERSE EFFECT ON AICO LITIGATION STATEMENT DIVIDEND POLICY WORKING CAPITAL ADEQUACY STATEMENT DIVIDEND POLICY DOCUMENTS AND CONSENTS AVAILABLE FOR INSPECTION DIRECTORS' RECOMMENDATIONS PAGE i ii iii v v vi

1 2 6 7 7 7 7 7 7 9 9 9 9 10 10 10 10 10 10 10 10 11 12 APPENDIX I

DIRECTORS RESPONSIBILITY STATEMENT APPENDICES INFORMATION ON AICO REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON THE FINANCIAL INFORMATION OF AICO AFRICA LIMITED FOR THE YEAR ENDED 31 MARCH 2013 THE INDEPENDENT REPORTING ACCOUNTANTS REPORT ON THE CONSOLIDATED UNAUDITED PRO FORMA FINANCIAL INFORMATION OF AICO AFRICA LIMITED UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION OF AICO TERMS AND CONDITIONS OF THE RIGHTS OFFER TABLE OF RIGHTS OFFER ENTITLEMENTS DETAILS OF UNDERWRITER NOTICE OF EXTRAORDINARY GENERAL MEETING AND FORM OF PROXY A LETTER OF ALLOCATION AND FORM OF RENUNCIATION/SPLITTING

PART 2 23 24

APPENDIX II

25

APPENDIX III APPENDIX IV APPENDIX V APPENDIX VI APPENDIX VII PPENDIX VIII APPENDIX IX

26 27 28 29 30 31

ii

DEFINITIONS
In this Circular the following definitions apply, unless otherwise stated or the context indicates otherwise, the words in the first column have the meanings stated opposite them in the second column, words in the singular shall include the plural and vice versa and words importing natural persons shall include juristic persons, whether corporate or incorporate and vice versa and all monetary values unless expressly stated otherwise are in United States dollars and cents. ABC Stockbrokers AGM AICO or the Company or the Group AMA Articles Board or Directors CGA Circular or Document ABC Stockbrokers (Private) Limited, the Co-Sponsoring Brokers to AICO in connection with the proposed Unbundling; Annual general meeting of the shareholders of AICO; AICO Limited, an investments holding company whose principal subsidiary and associate companies include Seed Co Limited, The Cotton Company of Zimbabwe Limited, Olivine Holdings (Private) Limited; The Agricultural Marketing Authority of Zimbabwe; The Articles of Association of AICO; The Board of Directors of AICO; The Cotton Ginners' Association of Zimbabwe; This circular to AICO shareholders setting out the terms and conditions of the proposed Unbundling transactions and Renounceable Rights Offer, and incorporating all letters and appendices relating thereto; The date on which the Rights Offer closes, being 16:00 hours on Friday 24 January 2014; The Companies Act (Chapter 24:03) of Zimbabwe, as amended; Corporate Excellence (Private) Limited, the Financial Advisors to AICO in connection with the proposed Unbundling; The Cotton Company of Zimbabwe Limited, a wholly-owned subsidiary of AICO; The Deeds of Settlement to be executed with various lenders, whose dues are guaranteed by AICO, to provide for the unconditional cancellation of the guarantees issued to lenders by AICO; The proposed disposal of the Company's 49.31% shareholding in Olivine, represented by 14,179,880 Olivine shares on terms and conditions deemed fit by the Trustees; Deloitte & Touche Chartered Accountants (Zimbabwe); The proposed distribution to Shareholders, registered as such as of the Distribution Records Date, via a shares dividend-in-specie of 66,759,545 Seed Co shares being the shares that remain after the proposed Sale of Seed Co shares by the Company. This distribution of Seed Co shares will be carried out using a ratio of 60.97 Seed Co shares for every 1,000 AICO Shares held; The last date on which a Shareholder of AICO must be recorded in the register of AICO Shareholders to be eligible to receive the dividend-in-specie of Seed Co shares and be a beneficiary of the AICO -Olivine Holdings Share Trust; The Extraordinary General Meeting of AICO Shareholders to be held in the Lecture Theatre at SAZ Building, No. 1 Northend Close, Northridge Park, Borrowdale, Harare on 20 December 2013 at 11:00 hours; The notice which was published, in accordance with the Companies Act and the ZSE Listing Requirements, on 29 November 2013 advising AICO shareholders of the EGM to approve the proposed Unbundling transactions; The last date on which a Shareholder of AICO must be recorded in the register of AICO Shareholders in order to participate at the EGM; Exchange Control Regulations prevailing in Zimbabwe from time to time; Foreign currency account; The form accompanying this Circular, which provides for AICO Shareholders to appoint a proxy to attend the EGM and vote on their behalf on the resolutions proposed; First Transfer Secretaries (Private) Limited, AICO's share transfer secretaries; The Government of the Republic of Zimbabwe; Imara Edwards Securties (Private) Limited, the Co-Sponsoring Brokers to AICO in connection with the proposed Unbundling; Kantor & Immerman Legal Practitioners, the Legal Advisors to AICO in connection with the proposed Unbundling; KPMG Chartered Accountants (Zimbabwe), the Auditors and Independent Reporting Accountants to AICO;

Closing Date Companies Act Corporate Excellence or Financial Advisors Cottco Deeds of Settlement

Disposal of Olivine

Deloitte & Touche Distribution of Seed Co

Distribution Record Date

EGM

EGM Notice or Notice

"EGM Record Date"

Exchange Control Regulations FCA Form of Proxy

FTS GoZ IES

Kantor & Immerman

KPMG

iii

Letter of Allocation or LA Last Practicable Date MoU NAV Non-resident Shareholder Olivine Opening Date

The Letter of Allocation in respect of the Rights Offer which is attached hereto as Appendix IX. The last practicable date for the purpose of finalisation of the Circular, being 22 November 2013; Memorandum of understanding; Net asset value; AICO Shareholders with non-resident status in terms of Exchange Control Regulations of Zimbabwe; Olivine Holdings (Private) Limited, a company in which AICO has a 49.31% shareholding interest; The date on which the Rights Offer opens and LAs are listed on the ZSE, being 09:00 hours on Monday 30 December 2013; The Reserve Bank of Zimbabwe; AICO Shareholders with resident status in terms of Exchange Control Regulations of Zimbabwe; The resolutions in terms of which the proposed Unbundling and Rights Offer will be effected, which resolutions are contained in the Notice included in this Circular; The proposed renounceable Rights Offer of 560,831,770 Shares in the ratio of 105 (One hundred and five) Rights Offer Shares for every 100 (One hundred) existing Shares held as of the Rights Offer Record Date, at an issue price of US$0.0270 (Zero comma zero two seven zero United States dollars) per Rights Offer Share; The additional 560,831,770 AICO Shares to be offered to Shareholders in terms of the Rights Offer; The last date on which a Shareholder of AICO must be recorded in the register of AICO Shareholders to be eligible to receive Letters of Allocation in respect of the proposed Rights Offer; The proposed sale by the Company of a portion of its Seed Co shares as follows: a) 20,546,096 Seed Co shares to Vilmorin & Cie S at a price per share of US$0.9925 each for a total consideration of US$20,392,000; and b) 10,149,407 Seed Co shares on the open market at a sale price to be determined provided that the sale price per share shall not be lower than the prevailing market price at the time of the sale. Seed Co Limited, a subsidiary of AICO; The proposed placement by Seed Co of 10,273,048 new Seed Co ordinary shares with Vilmorin & Cie at a cash subscription price of US$0.9925 per share to raise equity worth about US$10.2 million by 31 December 2013; The proposed placement by Seed Co of 27,389,433 new Seed Co ordinary shares under a call option to be granted to Vilmorin & Cie on the same date of subscribing for Seed Co Tranche I Placement shares and exercisable within 12 months of concluding the Seed Co Tranche I Placement at a cash subscription price of US$1.0921 per share to raise equity worth about US$29.9 million; Holders of Ordinary Shares of AICO; The Ordinary Shares of AICO; The AICO Olivine Holdings Share Trust established by the Directors for the purposes of warehousing the 49.31% Olivine stake, pending disposal, for the benefit of Shareholders registered as such as of the Distribution Record Date; The Company's Board Chairman and Managing Director for the time being together with the Managing Partner and Senior Partner of Deloitte & Touche for the time being, the 4 Trustees to the proposed AICO Olivine Holdings Share Trust to warehouse the 49.31% Olivine stake, pending disposal, for the benefit of Shareholders registered as such as of the Distribution Record Date; The proposed unbundling of the Company, following the proposed capitalisation of Cottco, through the Sale of Seed Co shares, the Disposal of Olivine shares and the Distribution to Shareholders, via a dividend- in-specie, of the remaining Seed Co shares; NMB Bank Limited, a registered Zimbabwean commercial bank; United States Dollar, the legal tender of the United States of America in which certain monetary amounts in this Circular are expressed; Vilmorin & Cie. S.A., a company incorporated in France that is listed on the NYSE Euronext whose reference shareholder is Groupe Limagrain Holding S.A., a French based agricultural co-operative; The Republic of Zimbabwe; The Zimbabwe Revenue Authority; The Listings Requirements of the ZSE; and The Zimbabwe Stock Exchange constituted in terms of the Securities Act (Chapter 24:25) of 2004.

RBZ or Central Bank Resident Shareholder "Resolutions"

Rights Offer

Rights Offer Shares Rights Offer Record Date

Sale of Seed Co shares

Seed Co Seed Co Tranche I Placement

Seed Co Tranche II Placement

Shareholders or Members Shares or Ordinary Shares Trust

Trustees

Unbundling

Underwriter US$

Vilmorin & Cie

Zimbabwe ZIMRA ZSE Listing Requirements ZSE

iv

SALIENT FEATURES OF THE PROPOSED UNBUNDLING


This summary presents the salient information in relation to the proposed Unbundling, the detailed terms and conditions of which are more fully set out in this Document. The Document should accordingly be read in its entirety for a full appreciation of the rationale for, and the implications of the Proposed Transactions, as well as with regard to determining the action required by AICO shareholders with respect to the corporate actions outlined in this Document. Background, salient features and rationale for proposed Unbundling Realising that, due to a number of exogenous factors, the objectives for which AICO was set out to pursue can no longer be achieved in the current environment, the Directors are proposing to unbundle the Group in order to unlock shareholder value. The proposed unbundling will be preceded by the following critical transactions: a) a capital raise of about US$50.1 million to repay various Cottco debts guaranteed by AICO in exchange for the release of AICO as a guarantor of various Cottco borrowings in order to pave the way for the proposed Unbundling. The capital raise will be carried out as follows: i. a sale of 20,546,096 Seed Co shares to Vilmorin & Cie at a price per share of US$0.9925 each for a total consideration of US$20,392,000; ii. a sale of 10,149,407 Seed CO shares on the open market. This is expected to raise at least US$10 million at current market prices; iii. a renounceable Rights Offer of 560,831,770 Rights Offer Shares at a subscription price per share of US$0.0270 in the ratio of 105 Rights Offer Shares for every 100 AICO Shares held as of the Rights Offer Record Date. The Rights Offer will raise capital amounting to US$15.1 million; and iv. Cottco will also raise about US$9.9 million from the disposal of excess assets, of which about US$4.5 million is set to be realised in the immediate future. b) subject to the capital raise in (a) above, the Company will distribute its remaining 66,759,545 Seed Co shares to Shareholders via a dividend-inspecie on the basis of 60.97 Seed Co shares for every 1,000 AICO Shares held as of the Distribution Record Date. The rationale for the proposed Unbundling is to unlock shareholder value and eliminate the unproductive costs associated with the existing Group structure whose upkeep costs are no longer justifiable; and c) subject to the capital raise in (a) above, the Directors shall warehouse the Company's 49.31% interest in Olivine in a Trust, for the benefit of Shareholders registered as such as of the Distribution Record Date, pending disposal on terms and conditions deemed fit by the Trustees. The proceeds from the disposal shall be distributed to beneficiaries of the Trust pro rata their shareholding in AICO as of the Distribution Record Date. Following the above transactions and the winding down of the Group head office, Cottco will remain the only operating subsidiary of the Company and the Company will remain listed on the ZSE. On this basis, it is proposed that the name of the Company be changed from AICO to Cottco Holdings Limited. Shareholders are advised to take note that Seed Co is currently going through a process of forging a technical-equity partnership with Vilmorin & Cie which process involves an issue for cash of up to 37,662,481 new shares by Seed Co to Vilmorin & Cie in two tranches as follows: a) Tranche I Placement: 10,273,048 new Seed Co ordinary shares will be issued, immediately after the authorization by Shareholders for AICO to waive its pre-emptive rights in respect of the proposed issue for cash of new shares by Seed Co, at a subscription price per share of US$0.9925 to raise equity amounting to US$10,196,000; and b) Tranche II Placement: 27,389,433 new Seed Co ordinary shares will be issued, in terms of a call option exercisable by Vilmorin & Cie within 12 months of concluding the Tranche I Placement, at a subscription price per share of US$1.0921 to raise equity amounting to US$29,912,000. 10% of the consideration in respect of this tranche is payable together with Tranche I Placement consideration as a premium for this call option, and it is deductiable from the Tranche II Placement total consideration. The authority of Shareholders is required for AICO to waive its pre-emptive rights in respect of the proposed issue of new shares for cash by Seed Co as explained above. The proposed technical-equity partnership is meant to capacitate Seed Co with the requisite research and development expertise to consolidate its position on the African continent. Financial highlights Set out below are the audited financial highlights for AICO for the financial year ended 31 March 2013: 31 March 2013 US$ 000's (537) (1,538) (2,075) (16) (2,091) (6,711) 4,620 (2,091) 31 March 2012 US$ 000's 18,073 (2,716) 15,357 (509) 14,848 6,156 8,692 14,848

Income statement highlights: (Loss)/profit before taxation Income tax expense (Loss)/profit after taxation - continuing operations (Loss) after tax from discontinued operations (Loss)/profit for the year Attributable to: Equity holders of the parent Minority interests

Equity position highlights: Share capital Capital reserves Retained earnings Equity attributable to equity holders of the parent Non-controlling interest Total equity

5,341 21,190 46,777 73,308 39,944 113,252

5,341 26,515 51,695 83,551 41,243 124,794

IMPORTANT DATES
The attention of Shareholders is drawn to the important events and dates of occurrences stated in the table below: Event Last Practical Date Abridged circular to Shareholders and EGM Notice published Circular posted to Shareholders EGM Record Date for purposes of being entitled to vote at the EGM (10:00 hours) Last date for lodging Proxy Forms relating to the EGM (10:00 hours) EGM (11:00 hours) AICO Share Register closes (16:00 hours) Rights Offer Record Date for being eligible to participate in the Rights Offer (16:00 hours) Publication of the results of the EGM Rights Offer Opening Date Securities listed ex-rights, dealing in LAs commences LAs mailed to Shareholders Last day of dealing in LAs (16:00 hours) Last day of splitting LAs (16:00 hours) Rights Offer Closing Date Last day for payment (16:00 hours) Distribution Record Date and Share Register closes for the purposes of determining Seed Co shares' dividend-in-specie recipients & Trust beneficiaries Results of the Rights Offer published and Underwriter notified of obligation Dividend-in-specie of Seed Co shares distributed to Shareholders and Seed Co Share Register updated Rights Offer Shares issued and listed Date Friday, November 22, 2013 Friday, November 29, 2013 Friday, December 06, 2013 Wednesday, December 18, 2013 Wednesday, December 18, 2013 Friday, December 20, 2013 Friday, December 20, 2013 Friday, December 20, 2013 Tuesday, December 24, 2013 Monday, December 30, 2013 Monday, December 30, 2013 Monday, December 30, 2013 Wednesday, January 22, 2014 Thursday, January 23, 2014 Friday, January 24, 2014 Friday, January 24, 2014 Tuesday, January 28, 2014 Monday, February 03, 2014 Monday, February 10, 2014

Notes: The above dates are subject to change and any amendments will be published in the Zimbabwean press. All times indicated above and elsewhere in this Circular are Zimbabwean local times.

Queries: If you have any questions on any aspects of this Circular, please contact your stockbroker, accountant, banker, legal practitioner or other professional advisor, or the Company Secretary.

ACTION TO BE TAKEN BY SHAREHOLDERS The following actions are to be taken by shareholders: Attend the EGM to approve the Resolutions related to the proposed Unbundling. If a shareholder has disposed of all their shares in the Company, then this Circular should be handed to the purchaser of such shares or the stockbroker, banker or other agent through whom the disposal was effected. Shareholders who are unable to attend the EGM, but who wish to be represented thereat, should complete and sign the Proxy Form included with this Circular in accordance with the instructions contained therein, and ensure it is either returned or posted to First Transfer Secretaries, 1 Armagh Avenue, Eastlea, Harare or the Registered Offices of the Company being, 1st floor SAZ Building, Northend Close, Northridge Park, Harare so that it is received by the share transfer secretaries no later than 10:00 hours on Wednesday 18 December 2013. Shareholders may attend the meeting in person, notwithstanding the completion and return of a Proxy Form. In order to attend the EGM, persons who have recently acquired Company Shares, which have not been registered in their names, should ensure that such registration is effected on or before 16:00 hours on Wednesday 18 December 2013.

vi

PART 1: CHAIRMAN'S LETTER TO SHAREHOLDERS

(A public company incorporated in the Republic of Zimbabwe under company registration number 20924/2008)

Directors: B. L. Nkomo; P. St. L. Devenish*; I. Chagonda; C. C. Chitiyo; A. F.Nhau; B. Mudzimuiremu*; L. F. Preston; J. P. Rooney (*Executive Directors) Address: 1st Floor SAZ Building, Northend Close, Northridge Park, Box BW 537 Borrowdale, Harare, Zimbabwe Website: www.aicoafrica.com Dear AICO Shareholder, 1. 1.1 THE PROPOSED UNBUNDLING OF THE COMPANY Introduction You will be aware from previous announcements by the Directors, that the Board has indicated the possibility of unbundling the Company subject to the capitalisation of investee companies, Seed Co, Cottco and Olivine. Capitalisation plans for Seed Co and Cottco are in place while a decision has been made by your Board to dispose of AICO's interest in Olivine. The decision to unbundle is premised on the realisation that, due to a number of exogenous factors brought about by adverse economic conditions, it is no longer possible for the Group to achieve the objectives that motivated its inception in 2008. To this end and following the identification of a technical partner for Seed Co, the Board is now proposing to unbundle the Group and exit Olivine in order to unlock shareholder value. The proposed Unbundling will be realised through a series of transactions preceded by a capital raise as follows: a) a capital raise of about US$50.1 million to repay various Cottco debts guaranteed by AICO in exchange for the release of AICO as a guarantor of various Cottco borrowings in order to pave the way for the proposed Unbundling. The capital raise will be carried out as follows: i. a sale of a portion of AICO's Seed Co shares to raise a capital amount of at least US$30 million; and ii. a renounceable Rights Offer of 560,831,770 Rights Offer Shares will be carried out to raise capital amounting to US$15.1 million; and iii. Cottco will on its own raise about US$9.9 million from the disposal of excess assets, of which about US$4.5 million is set to be realised in the immediate future. b) subject to the capital raise in (a) above, the Company will distribute its remaining 66,759,545 Seed Co shares to Shareholders via a dividendin-specie on the basis of 60.97 Seed Co shares for every 1,000 AICO Shares held as of the Distribution Record Date. The rationale for the proposed Unbundling is to unlock shareholder value and eliminate the unproductive costs associated with the existing Group structure whose upkeep costs are no longer justifiable; and c) subject to the capital raise in (a) above, the Directors shall warehouse the Company's 49.31% interest in Olivine in a Trust, for the benefit of Shareholders registered as such as of the Distribution Record Date, pending disposal of such interest on terms and conditions deemed fit by the Trustees. The proceeds from the disposal shall be distributed to beneficiaries of the Trust pro rata their shareholding in AICO as of the Distribution Record Date. Following the above transactions and the winding down of the current Group head office, Cottco will remain the only operating subsidiary of the Company and the Company will remain listed on the ZSE. On this basis, it is proposed that the name of the Company be changed from AICO Africa Limited to Cottco Holdings Limited. 1.2 Proposed Unbundling and capital raise background The Board believes that now is the opportune time to unbundle the Company and permanently resolve most of the challenges that have plagued the Group thus far. Shareholder attention is drawn to the fact that AICO is faced with the need to avoid foreclosure and possible sequestration of its entire shares in Seed Co by various Cottco lenders for which AICO is a guarantor. The foreclosure threat is on the back of guarantees issued to various lenders by AICO as security for borrowings contracted by Cottco. The threatened action by lenders has been triggered by the following developments: Cottco is projected to record a significant loss for the year ending 31 March 2014 and this will result in Cottco's inability to service its debts given its already negative working capital position and imminent insolvency in the absence of a fresh capital injection; the recent developments at AICO indicating the commencement of the proposed Unbundling of the Group. These developments include: the proposed sale of a portion of AICO's stake in Seed Co; and the anticipated dilution of AICO's remaining Seed Co stake with the coming on board of a strategic technical partner, Vilmorin & Cie. The developments at Cottco, in particular, the business' inability to service its debts as and when they fall due resulted in the decision by certain lenders calling in the guarantees issued by AICO. The AICO guarantees are underpinned primarily by the value of the Company's shareholding in Seed Co, which as of 22 November 2013 was valued at US$88.7 million. Your Company obtained legal opinion which confirms that the Cottco lenders can seek injunctive relief regarding AICO corporate action, including the Sale of Seed Co shares, until their dues have been settled. Such moves, and the adverse public attention that normally follows, have the potential of scuttling the proposed sale of a portion of AICO's Seed Co shares to Vilmorin & Cie and the proposed technical partnership between Seed Co and Vilmorin & Cie. The only way out is for AICO to settle the Cottco guaranteed debts in exchange for the cancellation of the guarantees. A capital raise is therefore proposed to clear this hurdle in order to pave the way for the unbundling of the Group. The proposed capital raise to discharge certain Cottco obligations guaranteed by AICO is on the premise that technically lenders now own AICO's entire investment in Seed Co and that it is only a matter of time before they exercise their legal right to foreclose. Given this background, it is important from an AICO shareholder perspective to take decisive measures to: deal with the lenders in a manner that leaves a sizeable portion of Seed Co shares held by AICO available for the benefit of AICO Shareholders; restore the going concern status of Cottco and position it to reclaim its dominance in the cotton industry; stem further financial haemorrhage by discontinuing the unproductive head office overhead structure at AICO; and exit the Olivine investment through a disposal as the Group is no longer adding value to this investment. The rationale for restoring Cottco's going concern status is principally on the realisation that Cottco's challenges are largely attributable to the legacy

short-term debt overhang. On the other hand, the decision to exit Olivine is predicated on the fact that the Group is not in a position to support the funding requirements of this investment. It should also be noted that AICO has not been able to attract long-term funding to grow and create shareholder value but rather it has been forced to adopt investment salvaging tactics like leveraging the only valuable asset, Seed Co to finance the funding gap and the recent cyclical challenges at Cottco and the manufacturing challenges facing Olivine. To ensure an amicable settlement of the Cottco debt guaranteed by AICO, Deeds of Settlement will be executed with the respective lenders. 1.3 Overview of the operating performance of investee companies Set out below is an overview of the operating performance of the Group's investee companies: Seed Co is currently the only financially sound investment of AICO and the prospects of this business are good in view of the proposed partnership with the fourth largest seed company in the world; Olivine has been loss-making since dollarization while Cottco was profitable in 2011 and 2012; Olivine's challenges are mainly to do with uncompetitive manufacturing equipment and technology in an environment open to cheaper imports; Cottco's challenges emanate from the unsustainable legacy debt overhang, a reduced national crop and the disruption of the business model through side-marketing of the funded crop and have been compounded by the recent cyclical challenges that faced the cotton industry worldwide; due to low cotton intake, which was below breakeven, and the huge interest bill, Cottco is forecast to post a significant loss this financial year; Cottco had a negative working capital position of about US$14.8 million as at 31 March 2013. While it was solvent as of that date, it is forecast to be insolvent, with a negative equity position by 31 March 2014 in the absence of the proposed capital injection; Olivine also had a negative working position of US$4 million as at 31 March 2013 and its fortunes are not expected to improve in the absence of a capital injection (for modern equipment), and protection from cheaper imports; the Group's positive working capital position is on account of Seed Co liquid financial position; and Cottco has no prospects of servicing it debts in the absence of a capital injection. Cottco debt background Cottco has carried a legacy debt of at least US$35 million for a number of years from the hyperinflation period. The original core debt, which accumulated between 2006 and 2008, is the result of value eroded by hyperinflation. Cottco's legacy debt also came about from the financing of long-term investments, such as the acquisition of Olivine, using short-term debt. These leveraged buyouts have however not returned dividends sufficient enough for reinvestment into Cottco. As a result of the foregoing, Cottco has operated with a permanent funding gap for a long time, which gap has and is currently being covered by expensive short-term debt. The core debt has been unproductive from the time it was accumulated and it has been increasing since dollarization from operating losses and the compounding effect of refinancing this debt at regular intervals. The financial haemorrhage owing to finance costs and the short-term funding structure has been negatively affecting Cottco's capacity to optimally carry on its business further, compounding its challenges. As at 22 November 2013 Cottco was borrowed to the extent of US$79.3 million. About US$42.3 million of Cottco's debt will be settled from the recapitalisation proceeds in order to extinguish outstanding guarantees and pave the way for Unbundling. 1.5 AICO funding requirements ahead of Unbundling The Group requires the following amounts to facilitate the proposed Unbundling: AICO debt & winding up costs funding proposal Cottco-AICO guaranteed debt Add: Olivine-AICO guaranteed debt cash cover Cottco staff rationalisation Winding down & transaction costs Total funding requirements Proceeds from 10% Seed Co sale Proceeds from 5% Seed Co sale Rights Offer proceeds Proceeds from Cottco asset disposals Balance Amount US$'000 42,344 1,263 2,500 4,000 50,107 (20,392) (10,073) (15,142) (4,500) -

1.4

It is proposed that the funding requirements be met from a capital raise of about US$50.1 million made up of the Seed Co Sale and the proposed Rights Offer as well as excess asset disposals by Cottco expected to realise US$4.5 million in the immediate future. Any surplus funds following disbursements necessary to allow the proposed Unbundling will be injected into Cottco. 2. THE PROPOSED UNBUNDLING TRANSACTIONS Set out below are the details of the proposed Unbundling transactions: Seed Co technical-equity partnership with Vilmorin & Cie In the quest to further strengthen Seed Co in view of world competition, Vilmorin & Cie was identified as a technical-equity partner that will bring capital as well as research and development expertise. To cement the technical-equity partnership, Vilmorin & Cie is set to become a 25% shareholder in Seed Co through a subscription of new Seed Co shares and a purchase of Seed Co shares from AICO. The subscription of new Seed Co shares by Vimorin & Cie will occur in two tranches as follows, subject to approval by shareholders in both Seed Co and AICO: a) Seed Co Tranche I Placement; Seed Co will issue for cash 10,273,048 new ordinary shares to Vilmorin & Cie at a cash subscription price of US$0.9925 per share to raise equity worth about US$10.2 million by 31 December 2013.

2.1

b) Seed Co Tranche II Placement; Seed Co will issue for cash 27,389,433 new ordinary shares under a call option to be granted to Vilmorin & Cie on the same date of subscribing for Seed Co Tranche I Placement shares and exercisable by Vilmorin & Cie within 12 months of concluding the Seed Co Tranche I Placement at a cash subscription price of US$1.0921 per share to raise equity worth about US$29.9 million. As a premium for the call option, Vilmorin & Cie will, at the time of subscribing for the Seed Co Tranche I Placement, pay a non-refundable deposit of US$2,991,200 being 10% of the total consideration payable under Seed Co Tranche II Placement. For the technical relation Seed Co will enter into the following collaborative agreements with Vilmorin & Cie: a Research and Collaboration Agreement; a Germplasm Exchange Agreement; other ancillary agreements including: technical assistance agreements; technology licence agreements; purchase agreements; production/commercialization agreement; and lease agreements. Following the equity subscription and the purchase of shares by Vilmorin & Cie from AICO; board seats will be allocated to Vilmorin & Cie pro rata to its shareholding i.e. 2 seats on conclusion of Seed Co Tranche I Placement and another seat on conclusion of Seed Co Tranche II Placement. The nominee directors of Vilmorin & Cie shall be co-opted onto the board of Seed Co and they will stand down for election at the next annual general meeting of Seed Co as may be appropriate. Shareholder authority is required for AICO to waive its pre-emptive rights in respect of the proposed issue of new shares for cash by Seed Co to Vilmorin & Cie under both tranches. 2.2 Sale of a portion of Seed Co shares In pursuit of the Unbundling objective, the Directors considered it prudent to take advantage of the proposed technical-equity partnership between Seed Co and Vilmorin & Cie and offered to sell a portion of its Seed Co shares to Vilmorin & Cie. Vilmorin & Cie agreed to purchase from AICO 20,546,096 Seed Co shares on terms and conditions similar to Seed Co Tranche I Placement. As a result, AICO will, subject to Shareholder approval and concurrent with the conclusion of Seed Co Tranche I Placement, sell 20,546,096 Seed Co shares, representing 10% of Seed Co's issued share capital post Seed Co Tranche I Placement, at a price per share of US$0.9925 for a total consideration of US$20,396,000. Further, the Directors are proposing to sell 10,149,407 additional Seed Co shares, representing 5% of Seed Co's issued share capital post Seed Co Tranche I Placement, on the open market, subject to Shareholder approval, at a sale price to be determined provided that the sale price per share shall not be lower than the prevailing market price at the time of the sale. This sale is expected to gross at least US$10 million at current market prices. 2.3 Renounceable Rights Offer To bridge the funding gap and allow for Unbundling following the sale of a portion of Seed Co shares and the Disposal of Olivine, a Rights Offer is being proposed to raise a capital amount of US$15.1 million. Terms of Rights Offer Subject to completion of the Conditions Precedent, including Shareholder approval for the Rights Offer, 560,831,770 (Five hundred and sixty million eight hundred and thirty one thousand seven hundred and seventy) renounceable Rights Offer Shares are being offered for cash at a subscription price of US$0.0270 (Zero comma zero two seven zero United States dollars) each, payable in full on acceptance, on the basis of 105 (One hundred and five) new Ordinary Shares for every 100 (One hundred) Ordinary Shares already held, to the existing Shareholders registered as such as of the Rights Offer Record Date. The new Ordinary Shares to be issued pursuant to the Rights Offer will be issued as fully paid and will rank pari passu in all respects with all existing Shares with effect from the date of issue. Holders of Ordinary Shares registered as such of the Rights Offer Record Date will be entitled to receive LAs, reflecting the number of Rights Offer Shares they will be entitled to in terms of the Rights Offer. To facilitate the proposed Rights Offer, the Company's share register will be closed from 16:00 hours on Friday 20 December 2013, to determine those Shareholders who will have a right to participate in the Rights Offer and will reopen at 09:00 hours on Monday 30 December 2013. The Rights Offer Shares are expected to be issued and listed on Monday 10 February 2014 and Share Certificates will be mailed from this date. Full details on the terms and conditions of the Rights Offer are set out in Appendix V of this Circular. Any Rights Offer fractional entitlements, on application of the entitlement ratio of 105 Rights Offer Shares for every 100 AICO Shares held, will be rounded to one share. 2.4 Sale of excess non-core assets by Cottco To ensure a properly funded Cottco post the debt reduction, the Directors of Cottco and AICO have resolved, subject to AICO Shareholder approval, to dispose of identified excess non-core assets with an estimated market value of about US$9.9 million on terms and conditions deemed fit by the Directors of Cottco in liaison with the AICO Board. On the basis of conditional offers received to date, about US$4.5 million is set to be realized in the immediate future, and for the sake of prudence, only this amount has been included in the pro forma financial information. Set out in the table below is a list of Cottco's assets identified as excess and non-core, which assets are being proposed for sale:

LIST OF EXCESS ASSETS EARMARKED FOR DISPOSAL Property Ginneries Glendale Bindura Sanyati Mutare Sub-total Depots & sites Banket Depot Mutoko Industrial Sites Manoti Business Centre Mount Darwin Checheche Business Centre Nemangwe Business Centre Zhomba Business Centre Nembudziya Growth Point Tchoda Business Centre Mahuhwe- Muzarabani Road Guruve Industrial Sites Mutawatawa Growth Point Nyamaropa Rushinga Growth Point Chireya Business Centre Jerera Ngundu Business Centre Birchenough Bridge Mukumbura Machaya Business Centre Hoya Mushumbi Pools Sidhakeni Business Centre Sub-total Various residential properties Grand total Market value US$'000 2,800 1,650 1,350 1,000 6,800 750 107 100 95 93 90 88 67 72 52 44 40 40 40 36 29 35 25 25 24 22 16 15 1,901 1,218 9,919

NB: Independent professional valuation reports for the assets listed in the table above shall be available for inspection until the EGM date. 2.5 Distribution of Seed Co shares via a dividend-in-specie Subject to approval by Shareholders of the capital raise through the transactions described above, the Company will distribute its remaining 66,759,545 Seed Co shares to Shareholders, registered as such as of the Distribution Record Date, by way of a dividend-in-specie on the basis of 60.97 Seed Co shares for every 1,000 AICO Shares held as of the Distribution Record Date. Following Shareholder approval for the proposed Distribution of Seed Co shares, Shareholders will receive their dividend-in-specie entitlement less applicable withholding tax payable to ZIMRA. Following this distribution, Shareholders will own directly the Seed Co shares that will remain after the capital raise transactions. Any dividend-in-specie fractional entitlements, on application of the distribution ratio of 60.97 Seed Co shares for every 1,000 AICO Shares held, will be rounded down. Set out in the table below is an illustration of the application of the distribution ratio post the Rights Offer on the assumption that all Shareholders will follow their rights: Illustrative Seed Co shares dividend-in-specie table Account Name NSSA Stanbic Nominees P/L -NNR Old Mutual Burket Associates Limited -NNR Caperal Limited -NNR Standard Chartered Nominees P/L -NNR Mining Industry Pension Fund Fed Nominees P/L Equivest Nominees P/L Datvest Nominees P/L Manrique Investments P/L Stanbic Nominees P/L Tagnel Investments P/L Extern Investments P/L Crisbibe Investments P/L Local Authorities Pension Fund ABC Stockbrokers Figurent Investments P/L Hamburgh Investments P/L Others Rounding difference After the Rights Offer AICO Shares 243,183,167 219,838,205 170,695,132 82,546,667 55,594,708 35,026,033 25,113,740 18,336,926 17,526,350 16,809,176 12,163,335 10,302,568 8,883,335 7,516,667 6,833,335 5,749,838 4,831,239 4,100,000 4,100,000 145,806,844 1,094,957,266 Exact distribution entitlement Seed shares 14,826,877.67 13,403,535.38 10,407,282.18 5,032,870.30 3,389,609.37 2,135,537.26 1,531,184.74 1,118,002.38 1,068,581.56 1,024,855.45 741,598.52 628,147.58 541,616.92 458,291.21 416,628.42 350,567.62 294,560.65 249,977.00 249,977.00 8,889,843.30 66,759,544.51 Rounded distribution entitlement Seed shares 14,826,877 13,403,535 10,407,282 5,032,870 3,389,609 2,135,537 1,531,184 1,118,002 1,068,581 1,024,855 741,598 628,147 541,616 458,291 416,628 350,567 294,560 249,976 249,976 8,889,843 11 66,759,545

Rank 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Total

NB: The exact entitlements, net of applicable taxes, in respect of the proposed Distribution of Seed Co shares will be ascertained on conclusion of the proposed Rights Offer.

After the capital raise transactions and the Distribution of Seed Co shares, the unbundled Company will remain with Cottco as the only operating subsidiary. Shareholders will retain their existing shareholdings in the Company which will remain listed on the ZSE. 2.6 Disposal of the Company's 49.31% interest in Olivine and distribution of any proceeds to Shareholders In line with the Unbundling objective and in view of the funding requirements of Olivine, the Directors resolved to exit Olivine and hereby propose to dispose of the Company's entire 49.31% interest in Olivine. In view of the challenges of disposing unquoted shares in an illiquid market and the need to maximize value through disposing a significant stake, the Directors are proposing to warehouse the Company's 49.31% interest in Olivine in a Trust, for the benefit of Shareholders registered as such as of the Distribution Record Date, pending disposal of such interest on terms and conditions deemed fit by the Trustees. The proceeds from the disposal shall be distributed to beneficiaries of the Trust pro rata their shareholding in AICO as of the Distribution Record Date. Post the transfer of the Olivine stake to the Trust, AICO will terminate its management contract with Olivine and will remain with a shareholder loan, due from Olivine, which stood at US$5.3 million as at 31 March 2013. To ensure independence and continuity, the Board appointed the Managing Partner and Senior Partner for the time being of Deloitte & Touche from time to time, the Company's Chairman and Managing Director for the time being as Trustees to the AICO Olivine Holdings Share Trust. An original copy of the Trust Deed shall be available for inspection by Shareholders until conclusion of the EGM. 2.7 Change of Company name Following the proposed Unbundling, the Company's operations will now be centred on Cottco. Cottco is the single largest ginner of cotton in Southern Africa, and is involved in every facet of cotton production and sales. This includes the provision of agronomic advisory services, merchandising of planting seed, supply of chemicals and fertilizer, ginning, warehousing as well marketing of lint and cotton seed in global and local markets. The Directors are of the view that following the proposed Unbundling which will concentrate the Company's mission on Cottco, the name of the Company has to be aligned to the resultant operations going forward. Accordingly, the Directors hereby propose that the name of the Company be changed from AICO to Cottco Holdings Limited. 2.8 Board reconstitution In order to streamline and rejuvenate the Company, the AICO Board, at its meeting on 20 November 2013, approved the following changes with respect to the composition of the boards of AICO, Cottco, Seed Co and Olivine: AICO Board changes On conclusion of the AICO EGM, the following Directors will step down from the Board: Mr. A. F. Nhau; Ms C. C. Chitiyo. Mr. I Chagonda; Mr. J. P. Rooney; and Mr. L. F. Preston. Messrs. B. L. Nkomo, P. St. L Devenish and B. Mudzimuirema will remain on the AICO Board until the conclusion of the Unbundling when they will resign as Directors of AICO. The following 3 independent non-executive directors who are currently on the Cottco board will be co-opted onto the AICO Board on conclusion of the AICO EGM: a) Mr. James P. Maposa James has been on the Cottco board since 18 June 2013. He is currently the Country Manager for Anglo American Corporation, Unki Platinum Mines, previously having been the Managing Director of Anglo American Corporation Zimbabwe. He has extensive experience in the mining industry which he has served for over 27 years, during which period he served two terms as President of the Chamber of Mines. James has served on a number of boards including BNC, ZimAlloys, National Foods, and is currently serving on the Hippo Valley Tongaat Hulett Board, Anglo American Corporation Zimbabwe, South Ridge Limited, Medical Investments Ltd (Avenues Clinic), and is chairman of the Anglo American Pension Funds. He is an Honours Graduate of the University of Kent at Canterbury and of the University of Stellenbosch Business School. b) Mr. Freeman T. Kembo Freeman has been on the Cottco board since 22 February 2011. He holds a Bachelor of Accountancy (Honours) Degree from the University of Zimbabwe. Freeman is also a member of the Institute of Chartered Accountants of Zimbabwe having qualified in 1984. He is also a fellow of the Chartered Institute of Management Accountants (CIMA). Freeman is a former partner in the assurance and accountancy practice of Coopers and Lybrand now Price Waterhouse Coopers. Freeman was the first black Zimbabwean to be admitted as a partner of Coopers and Lybrand in Zimbabwe (1987-1994). On leaving Coopers and Lybrand, Freeman joined Intermarket Discount House Limited as the Finance Director. He was pivotal in creating the Intermarket Financial Services Group which was involved in retail and wholesale banking, life assurance, mortgage finance, reinsurance and stock broking. Freeman left the Intermarket Group in 2002, to lead a consortium which acquired a clothing manufacturer, Playtime Manufacturers (Private) Limited, where he is executive chairman. He is involved in various consortiums which have acquired businesses in brick manufacturing, coal mining and motor spares. c) Mr. Vernon Lapharm Vernon has been on the Cottco board 18 June 2013. Vernon is a Chartered Accountant by training and was recognised for achieving the highest overall marks in the country through receiving the Duff Award for the Chartered Accountants qualifying exams. He then went on to become the youngest Audit Partner of Ernst & Young Zimbabwe in 1998 and shortly thereafter started the firm's Corporate Finance Practice. Ultimately, he led the sale of the practice to Interfin Merchant Bank where he continued leading it until 2004. Vernon then went on to become the Chief Executive Officer of MedTech Holdings Limited, a publicly listed company in the healthcare sector. In the past few years, Vernon has been focusing on corporate advisory work and his own projects. Vernon is a non-executive director of MedTech Holdings Limited and African Sun Limited. Post the proposed Unbundling, the major Shareholders will nominate additional individuals for co-option onto the AICO Board and all co-opted Board members will stand down for election at the next AICO AGM.

Seed Co board changes To accommodate the nominee directors of Vilmorin & Cie, the AICO Board recalled, with immediate effect, the following directors seconded by AICO to the boards of Seed Co and its subsidiaries: Mr. B. Mudzimuirema; and Mr. P. St. L Devenish. Mr. B. L. Nkomo will remain seconded to the Seed Co board as Chairman until the conclusion of the AICO EGM at which point he will be recalled and resign as a director of Seed Co. Cottco board changes The AICO Board recalled, with immediate effect, the following directors seconded by AICO to the Cottco board: Mr. A. F. Nhau; Ms C. C. Chitiyo; Mr. I Chagonda; and Mr. L. F. Preston. Mr. D. Machingaidze is stepping down from the board and resigning as the Managing Director of Cottco. The Board is currently searching for a new Managing Director, and in the interim, Mr P. St. L Devenish has been assigned to oversee Cottcos operations. On the other hand, Messrs. P. St. L Devenish and B. Mudzimuirema will remain seconded to the Cottco board until the conclusion of the Unbundling when they will be recalled and resign as directors of Cottco. Olivine board changes The AICO Board recalled, with effect from the conclusion of the AICO EGM, the following directors seconded by AICO to the boards of Olivine and its subsidiaries: Mr. A. F. Nhau; Mr. B. Mudzimuirema; Ms. C. C. Chitiyo; and Mr. P. St. L Devenish. 3. 3.1 RATIONALE FOR THE PROPOSED UNBUNDLING TRANSACTIONS Unbundling rationale As aforementioned, it is no longer economically justifiable to maintain the Group as currently configured. It should be noted that AICO has not been able to attract long-term funding to grow and create shareholder value, but rather it has been forced to adopt investment salvaging tactics like leveraging the only valuable asset, Seed Co, to finance the funding gap and the cyclical challenges at Cottco and the manufacturing challenges facing Olivine. The rationale for the proposed Unbundling is therefore to unlock Shareholder value and eliminate the unproductive costs associated with the existing Group structure whose upkeep costs are no longer justifiable. Significant Shareholder value is trapped by the current Group structure. As an illustration the Company is currently valued at about US$29.5 million on the stock market whereas its shareholding in Seed Co alone is worth about US$88.7 million on the same stock market. The market valuation of US$29.5 million is also significantly below the Company's NAV. The proposed Unbundling will enhance the portfolio choice of Shareholders i.e. Shareholder will be able to decide on their own what to do with their shareholdings in Seed Co and the unbundled Company, the proposed Cottco Holdings Limited. On the other hand, the decision to dispose of the Company's interest in Olivine is on account of the need to fully achieve the Unbundling objective and the Company's inability to support Olivine's funding requirements. The disposal of Olivine would give other investors a chance to introduce new strategies to steer Olivine forward. 3.2 Capital raise rationale The proposed US$50.1 million capital raise is a critical precursor to the proposed Unbundling as it is meant to unencumber Seed Co shares worth about US$88.7 million, restore Cottco's going concern and eliminate the now unproductive head office costs. Specifically, the capital raise is intended to free the Company's Seed Co shares which are currently encumbered as a consequence of guarantees issued to various lenders as security for Cottco's borrowings. Without a concrete plan to settle the guaranteed debt, lenders have legal standing to block any corporate action by AICO, including the proposed disposal of a 10% Seed Co stake to Vilmorin & Cie. In addition to unencumbering the Seed Co shares, the capital raise will also: reverse Cottco's negative working capital position and assure solvency; assure Cottco's going concern status; and capacitate Cottco to viably carry on its business. As aforementioned, the rationale for restoring Cottco's going concern status is principally on the realisation that its woes are largely attributable to the unsustainable short-term legacy debt. Shareholders will benefit from the anticipated return to profitability of a much less debt burdened Cottco. Most importantly, the capital raise will prevent possible foreclosure by lenders which foreclosure could result in the forced sale of the Company's Seed Co shares to the prejudice of Shareholders. Foreclosure proceedings could also scuttle both the proposed Sale of Seed Co shares and the Seed Co technical-equity partnership transaction with Vilmorin & Cie. The probable end result would be loss of value for Shareholders. 3.3 Seed Co technical-equity partnership rationale The rationale for the Transaction is to capacitate Seed Co technically in view of the growing worldwide competition in the seed industry. Seed Co is entering into this relationship motivated by developments in the African seed industry. The African seed industry has of late been characterized by mergers and strategic alliances by and between African seed companies and the big global seed houses in order to enhance global competitiveness. The underlying reason for these mergers has been the high level of capital required to fund research and development activities, which runs into billions of US dollars annually, and the need for African players to have access to the new technologies that arise from them. In addition, the US$40.1 million capital injection into Seed Co by Vilmorin & Cie will go a long way in addressing short and medium-term financing needs as listed below: reducing expensive debt in Zimbabwe which saw the interest bill for the 31 March 2013 financial year amounting to US$7 million. Part of the capital to be realized from this global partnership will go towards liquidating part of the expensive debt; the planned US$6 million acquisition of a farm for own production in Zambia; US$6 million construction of own factory, warehouse and offices in Malawi. At the moment Seed Co Malawi is operating from premises rented at around US$0.4 million per annum; and US$8 million equipping of further afield operations in Ethiopia and West Africa. It is not commercially viable to export to these far off markets because of distance hence the need to construct facilities at point of entry.

Overall, the level of Seed Co's capital base is a key success factor in achieving growth in the short and medium-term. The equity to be raised will support the sustainable realization of Seed Co's mission in Zimbabwe and the continent, which is to play a significant role in satisfying the growing demand for food in the world. Following the proposed technical-equity partnership and the Distribution of Seed Co shares, Shareholders are expected to benefit directly from the anticipated capital appreciation that would come with the relationship between Seed Co and Vilmorin & Cie. The Seed Co share price has already started to respond positively appreciating by about 30% to date since the announcement of the proposed technical-equity partnership a month ago. 4. APPLICATION OF THE PROCEEDS OF THE PROPOSED CAPITAL RAISE AICO anticipates mobilising approximately US$45.7 million through the capital raise transactions and Cottco is expected to raise about US$4.5 million from excess asset disposals. It is the Board's intention to apply the funds principally to settle various lenders in exchange for the release of AICO as a guarantor to those lenders in order to pave the way for the proposed Unbundling. Set out below are the sources of the capital raise and the intended utilisation of the capital raise: Sources and application of the capital raise Source of funds: Proceeds from 10% Seed Co sale Rights Offer proceeds Proceeds from 5% Seed Co sale Proceeds from Cottco asset disposals Total capital raise Application of funds: Cottco-AICO guaranteed debt Olivine-AICO guaranteed debt cash cover Cottco staff rationalisation AICO winding down & transaction costs Balance Amount US$'000 20,392 15,142 10,073 4,500 50,107 (42,344) (1,263) (2,500) (4,000) -

5.

EXPENSES OF THE PROPOSED UNBUNDLING The expenses of the proposed Unbundling transactions amounting to approximately US$4 million relate to AICO head office wind down costs, including exit packages for staff, advisory, brokerage, Capital Gains Tax and regulatory fees as well as printing, delivery and advertising expenses. CONDITIONS PRECEDENT The proposed Unbundling is subject to the following conditions precedent: the approval by the Members of AICO of the Resolutions at the EGM to be held on Friday 20 December 2013 in terms of the EGM Notice set out in Appendix VIII; the Underwriting Agreement entered into between the Company and NMB Bank Limited otherwise becoming unconditional in all respects and not having been terminated in accordance with its terms prior to the Closing Date of the Rights Offer; and the consent of certain lenders as provided for by requisite facility agreements. With respect to the above, the Directors are not aware of any impediment that could hinder the Company from completing all of the listed Conditions Precedent. Shareholders are also advised that on 6 November 2013 the country's Exchange Control Authorities granted approval for the issue of shares by Seed Co to Vilmorin & Cie and the sale by the Company of Seed Co shares to Vilmorin & Cie, including authority for Vilmorin & Cie to hold 25% of the issued share capital of Seed Co post the 10% AICO sale and Tranche I & II Placements by Seed Co.

6.

7.

ZSE LISTING REQUIREMENTS This Circular is being issued in compliance with the ZSE Listing Requirements. The ZSE on 28 November 2013 approved the distribution of this Circular and the terms of the proposed Unbundling including the listing of all the new Ordinary Shares to be issued in terms of the Rights Offer. A copy of the letter from the ZSE Listings Committee is available for inspection by Shareholders ahead of the EGM at the Registered Office of the Company. RIGHTS OFFER UNDERWRITING The Rights Offer is fully underwritten by NMB Bank Limited in terms of the Underwriting Agreement signed between AICO and NMB Bank Limited, on 28 November 2013. The Underwriting Agreement is available for inspection at the Registered Office of the Company. More details on the Underwriter are set out in Appendix VII. EFFECTS OF THE PROPOSED UNBUNDLING TRANSACTIONS The effects of the proposed Unbundling on the Company's share capital structure, NAV and shareholding structure are illustrated by the tables below: Effects on share capital structure From the proposed Unbundling transactions, only the Rights Offer will affect the share capital structure of the Company. As Last Practical Date, AICO's share capital structure pre and post the proposed Unbundling was as follows: Share capital structure pre and post the proposed Rights Offer Share capital Issued Unissued Authorised Before the Rights Offer 534,125,496 965,874,504 1,500,000,000 Rights Offer 560,831,770 (560,831,770) After the Rights Offer 1,094,957,266 405,042,734 1,500,000,000

8.

9.

9.1

9.2

Effects on NAV The effects of the proposed Unbundling on the Company's NAV, assuming the Unbundling transactions had been concluded by 31 March 2013, are illustrated below: NAV pre and post the proposed Unbundling NAV US$'000 Issued Ordinary Shares NAV per Share US$ Before Unbundling 31 March 2013 113,252 534,125,496 0.2120 After Unbundling 31 March 2013 64,682 1,094,957,266 0.0591

9.3

Effects on shareholding structure From the proposed Unbundling transactions, only the Rights Offer will affect the share capital structure of the Company. As at the Last Practical Date, AICO's abridged shareholding structure, pre and post the proposed Rights Offer, was as follows: Top 20 Shareholders' list Rank Shareholder 1 NSSA 2 Stanbic Nominees P/L -NNR 3 Old Mutual 4 Burket Associates Limited -NNR 5 Caperal Limited -NNR 6 Standard Chartered Nominees P/L -NNR 7 Mining Industry Pension Fund 8 Fed Nominees P/L 9 Equivest Nominees P/L 10 Datvest Nominees P/L 11 Manrique Investments P/L 12 Stanbic Nominees P/L 13 Tagnel Investments P/L 14 Extern Investments P/L 15 Crisbibe Investments P/L 16 Local Authorities Pension Fund 17 ABC Stockbrokers 18 Figurent Investments P/L 19 Hamburgh Investments P/L 20 Others Total Source: FTS 22 November 2013 Should all Shareholders follow their rights, in terms of the proposed Rights Offer, the level of their proportionate shareholdings in the Company will not change. On the other hand, Shareholders who chose not to follow any of their rights will have their proportionate shareholding in the Company diluted by about 48.78%. Before the Rights Offer Shares % 118,625,935 22.21% 107,238,149 20.08% 83,265,918 15.59% 40,266,667 7.54% 27,119,370 5.08% 17,085,870 3.20% 12,250,605 2.29% 8,944,842 1.67% 8,549,439 1.60% 8,199,598 1.54% 5,933,334 1.11% 5,025,643 0.94% 4,333,334 0.81% 3,666,667 0.69% 3,333,334 0.62% 2,804,799 0.53% 2,356,702 0.44% 2,000,000 0.37% 2,000,000 0.37% 71,125,290 13.32% 534,125,496 100.00% Rights Offer entitlement After the Rights Offer Shares Amount US$ Shares % 124,557,232 3,363,045 243,183,167 22.21% 112,600,056 3,040,202 219,838,205 20.08% 87,429,214 2,360,589 170,695,132 15.59% 42,280,000 1,141,560 82,546,667 7.54% 28,475,338 768,834 55,594,708 5.08% 17,940,163 484,384 35,026,033 3.20% 12,863,135 347,305 25,113,740 2.29% 9,392,084 253,586 18,336,926 1.67% 8,976,911 242,377 17,526,350 1.60% 8,609,578 232,459 16,809,176 1.54% 6,230,001 168,210 12,163,335 1.11% 5,276,925 142,477 10,302,568 0.94% 4,550,001 122,850 8,883,335 0.81% 3,850,000 103,950 7,516,667 0.69% 3,500,001 94,500 6,833,335 0.62% 2,945,039 79,516 5,749,838 0.53% 2,474,537 66,813 4,831,239 0.44% 2,100,000 56,700 4,100,000 0.37% 2,100,000 56,700 4,100,000 0.37% 74,681,554 2,016,402 145,806,844 13.32% 560,831,770 15,142,458 1,094,957,266 100.00%

9.4

Effect on Group structure The Distribution of Seed Co shares will result in AICO Shareholders owning Seed Co shares directly and the structure of the Company pre and post the proposed Unbundling will appear as follows: Company structure before Unbundling

Shareholders

AICO (100%)

Cottco (100%)

Cottco International (Pty) Ltd (100%)

Exhort Enterprises (Pvt) Ltd (100%) (Dormant)

Zambrano Investments (Pvt) Ltd (100%)

Olivine (49.31%)

Seed Co (49.94%)

Company structure after Unbundling

Shareholders

Cottco Holdings Limited (100%)

AICO Olivine Share Holdings Trust

Cottco (100%)

Cottco International (Pty) Ltd (100%)

Exhort Enterprises (Pvt) Ltd (100%) (Dormant)

Zambrano Investments (Pvt) Ltd (100%)

Olivine* (49.31%) Pending disposal

Seed Co* (28.68%)

*The 49.31% Olivine stake will be warehoused in a Trust pending disposal and any disposal proceeds shall be distributed to Shareholders registered as such as of the Distribution Record Date. On the other hand and following the proposed Sale of Seed Co shares, 66,759,545 Seed Co shares, representing 28.68% of Seed Co's issued share capital post the 25% equity acquisition with Vilmorin & Cie, will remain for distribution to Shareholders by way of a dividend-in-specie. 9.5 Financial impact The Accountants' Report on the Company's historical financial information up to the year ended 31 March 2013 is set out in Appendix II of this Circular while the Accountants' Report on the pro-forma financial position of AICO showing the financial impact of the proposed Unbundling transactions is set out in Appendix IV. TAXATION ARISING FROM THE PROPOSED UNBUNDLING TRANSACTIONS Capital Gains Tax In terms of existing tax legislation, AICO is obligated to pay one per cent (1%) Capital Gains Tax to ZIMRA in respect of the Seed Co shares being sold. This amount is withheld by the Sponsoring Brokers once the sale has been concluded for remittance to ZIMRA. Withholding tax In terms of existing tax legislation, AICO is obligated to withhold 10% of the value of the dividend distribution, whether in cash or in specie, to specified recipients for remittance to ZIMRA. Accordingly and as required by law, the Company will withhold from relevant Shareholders 10% of the number of Seed Co shares for the purposes of paying withholding tax to ZIMRA. The same will apply to the distribution of the proceeds from the Disposal of Olivine shares. CONSEQUENCES OF THE PROPOSED UNBUNDLING TRANSACTIONS NOT GOING AHEAD In the event the proposed Unbundling transactions are not implemented: lenders will call in the guarantees issued by AICO leading to the realisation, invariably through a forced sale, of the underlying security i.e. Seed Co shares currently owned by AICO; the foreclosure on AICO may result in Vilmorin & Cie pulling out of the proposed technical-equity partnership with Seed Co Group; the Group being left with no Seed Co shares to distribute to Shareholders by way of the proposed dividend-in-specie; the destruction of Cottco's relationship with lenders and other financiers as financiers become sceptical dealing with a company once it becomes involved in insolvency proceedings. Other creditors could follow suit and this could result in the liquidation of Cottco; and the head office structure continuing to be a financial burden to investee companies. The above consequences effectively mean AICO will be handicapped from engaging in any corporate action and overall, Shareholders will lose the value of their direct investment in AICO and indirect investment in Seed Co, Cottco and Olivine. 12. FUTURE PROSPECTS FOR THE UNBUNDLED GROUP The Group structure is going to be discontinued following the dividend-in-specie of Seed Co shares and Cottco will remain as the only operating subsidiary. Removal of guarantees will unlock value for Shareholders by freeing Seed Co and Cottco to pursue their missions without hindrance, and independently of each other. Further, the separation of Seed Co and Cottco will enhance Shareholder investment portfolio choice. Only Shareholders that will follow their rights will benefit the most from the Distribution of Seed Co shares. Seed Co's prospects as a stand-alone company are encouraging on the back of the proposed technical-equity partnership with the fourth largest seed company in the world, Vilmorin & Cie. On the other hand, the fortunes of the remaining operations, Cottco will be spurred by the proposed capitalisation underpinned by the following strategic measures being implemented: right-sizing the business to ensure the breakeven cotton intake tonnage is reduced to sustainable levels. This would be achieved through measures currently being implemented which are meant to: reduce labour and associated costs through staff rationalisation; increase asset utilisation efficiency through the disposal of idle assets which are also excess to capacity requirements; and improve grower viability and contracted crop volume as well as yield through an improved input finance scheme. Input financing and increased cotton output is premised on an understanding reached by cotton merchants and GoZ. This understanding is meant to eliminate side-marketing and the industry is lobbying for it to be gazetted as a statutory instrument to be regulated by the AMA and GoZ. The MoU sets the criteria for merchants to be eligible to participate in contract farming and purchasing of cotton as follows: centralized inputs disbursement and cotton purchasing centres to be introduced; minimum contract farming investment per merchant of US$1 million will entitle the merchant to purchase 4,000 tonnes of cotton; contract farming investments above US$1 million to entitle merchants an increased pro rata share of the national crop; and no investment no buyer and export licence granted. Improved contract financing parameters are expected to increase the national crop in the next season to the CGA target of 250,000 tonnes from the just ended season harvest of 146,000 tonnes. The increase in the national crop and Cottco's input finance participation will increase Cottco's offtake/market share. A significant part of the national crop is anticipated to come from areas that cannot shift to other crops like tobacco. These areas are mainly in the low-veld and include places like Chiredzi, in Gokwe, Muzarabani and Sanyati. The aforementioned national effort to resuscitate the cotton industry is motivated by the fact that cotton remains the country's second largest foreign currency earner in the agricultural sector after tobacco. According to CGA, with smallholder farmers producing 99% of the crop and 95 % of it under contract, the country has potential to produce at least 600,000 tonnes of cotton at an average yield of between 1.5 to 2 tonnes per hectare. On the international markets, lint prices are expected to remain stable and producer prices are also expected to stabilize. On the basis of the above, including the capital injection, the Directors believe that Cottco, with its standing as the single largest cotton ginner in Southern Africa, has the critical mass to stand alone and continue trading as a listed business. 13. MATERIAL CHANGES AND EVENTS Following poor performance by Cottco and Olivine, after 30 September 2013, the Directors impaired the investments in these units by US$24,621,613 and US$5,660,000 respectively to reflect the diminution in the carrying amounts of the investments. Cottco's operations have been negatively affected by lower seed cotton intake volumes, whereas lack of adequate working capital continues to hamper performance and recovery in Olivine.

10. 10.1

10.2

11.

14.

MATERIAL CONTRACTS At the date of issue of this Circular, apart from the Memorandum of Understanding with Vilmorin & Cie and the Underwriting Agreement, AICO had not entered into any material contracts, other than in the ordinary course of business. FACTS AND EVENTS WHICH MAY HAVE A MATERIAL ADVERSE EFFECT ON AICO On 25 October 2013 one of the AICO guaranteed lenders of Cottco gave notice to call in facilities amounting to about US$15.3 million should they remain unpaid by 31 December 2013. Other than the threatened foreclosure by lenders and the proposed Unbundling, there are no events which will have a material adverse effect on AICO. LITIGATION STATEMENT Save for the threat to call in facilities in terms of the notice disclosed in paragraph 15 above, neither AICO nor any of its subsidiaries is involved in or aware of any material litigation, dispute, or arbitration proceedings which may, or have had in the last twelve months preceding the date of this Circular, a significant effect on the financial position of AICO, nor is AICO aware that any such material litigation, dispute or arbitration proceedings are pending or threatened. DIVIDEND POLICY Holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company's residual assets. A dividend was not declared in 2013 and to allow for the successful implementation of the unbundling transactions, no dividend is anticipated during the current financial year. WORKING CAPITAL ADEQUACY STATEMENT The capital raise preceding the proposed Unbundling is meant to capitalize Cottco which is set to remain as the only operating company. The Directors are of the opinion that the financial resources available to Cottco will be adequate to meet its working capital needs and liquidity requirements for the foreseeable future. EXPERTS CONSENTS ABC Stockbrokers, CorporateExcellence, FTS, IES, Kantor & Immerman, KPMG and NMB Bank Limited have submitted their written consents to act in the capacities stated and to their names being stated in this Circular, and these consents have not been withdrawn as at the date of issuing this Circular. The Experts' consents are available for inspection by interested parties. DOCUMENTS AND CONSENTS AVAILABLE FOR INSPECTION Between 29 November 2013 and 20 December 2013, copies of the following documents will be available for inspection, during normal working hours, at the Group's Registered Office: the Memorandum and Articles of Association of AICO; the Memorandum of Understanding signed with Vilmorin & Cie; the draft Trust Deed for the Trust being established to warehouse, for Shareholders, the Company's Olivine shares; the audited financial statements of AICO for the years ended 31 March 2009, 2010, 2011, 2012, and 2013; the Independent Accountants Report on the historical financial information of AICO; the Independent Reporting Accountants Report on the pro forma statement of financial position of AICO; the letter from the ZSE granting approval for the proposed Unbundling and the issuance of this Circular; the Rights Offer Underwriting Agreement; the original copy of this Circular, signed by the Directors; independent professional valuation reports of Cottcos assets earmarked for disposal; and signed letters of consent from all experts and advisors. DIRECTORS' RECOMMENDATIONS The Directors have considered the proposed Unbundling transactions and are unanimously of the opinion that they are in the best interest of Shareholders and the Company. Accordingly, the Directors recommend that Shareholders vote in favour of the resolutions giving effect to the proposed Unbundling. The Directors will collectively vote in favour of the resolutions to approve the Unbundling at the EGM in respect of their own shareholdings.

15.

16.

17.

18.

19.

20.

21.

Yours faithfully, For and on behalf of the AICO Board

Mr. B. L. Nkomo Non-Executive Chairman

10

22.

DIRECTORS' RESPONSIBILITY STATEMENT The Directors, whose names appear on page ii of this document, collectively and individually accept full responsibility for the accuracy of the information given herein, and certify that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement false or misleading, and that they have made all reasonable enquiries to ascertain such facts. The Directors confirm that these Circular particulars include all such information within their knowledge (or which it would be reasonable for them to obtain by making enquiries) that investors and their professional advisers would reasonably expect to find for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the issuer, and of the rights attaching to the securities to which the Circular relate.

Name Bekithemba L. Nkomo Patrick St. L Devenish Bernard Mudzimuirema Albert F. Nhau Catherine C. Chitiyo Innocent Chagonda Lawrence F. Preston John P. Rooney

Position Non-Executive Chairman Group Chief Executive Officer Group Finance Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director

Signed on original

11

PART 2: APPENDICIES
23. 23.1 APPENDIX I: INFORMATION ON AICO Company background AICO is a diversified agro-industrial conglomerate. It was incorporated in Zimbabwe on 23 July 2008 and subsequently reverse listed on the Zimbabwe Stock Exchange on 1 September 2008, in place of The Cotton Company of Zimbabwe Limited (Cottco) through a Group restructuring exercise. The Company wholly owns Cottco, which, with nine ginneries across Zimbabwe, constitutes the Cotton operations of the Group. Cottco is the single largest ginner of cotton in Southern Africa, and is involved in every facet of cotton production and sales. This includes the provision of agronomic advisory services, merchandising of planting seed, supply of chemicals and fertiliser, ginning, warehousing as well as marketing of lint and cotton seed in global and local markets. AICO holds 97,461,190 shares in Seed Co, representing a 49.94% stake. Seed Co develops and markets hybrid maize and other broad acre crop seeds. Seed Co, in turn, holds a 100% interest in a cotton planting seed production house, Quton Seed Company (Private) Limited. These two seed houses make up the Group's seed operations. AICO also has a 49.31% stake in Olivine, a player in the local fast moving consumer goods (FMCG) market. Its key products include edible oils and fats, canned vegetables, soaps, cotton and soya meal. 23.2 Group structure The current Group structure of the Company is as depicted below:

Shareholders

AICO (100%)

Cottco (100%)

Cottco International (Pty) Ltd (100%)

Exhort Enterprises (Pvt) Ltd (100%) (Dormant)

Zambrano Investments (Pvt) Ltd (100%)

Olivine (49.31%)

Seed Co (49.94%)

*Zambrano Investments (Private) Limited is an equities holding company. 23.3 Principal activities of the Group The principal activities of the Group are as summarised below: Company Cottco Principal activities Ginning of seed cotton and selling of lint and by products of the ginning process. Development, production and selling of broad acre crop seeds. Manufacturing of edible oils and fats, jams and marmalades, soaps, candles as well as canned fruits and vegetables. Processing of frozen vegetables. Products Lint, ginned seed, delinted seed and linters. Africa, Asia and Europe Maize, soya beans, wheat, cotton, sorghum and a variety of other crop seeds. Cooking oil, margarine, candles, baked beans, laundry and bath soaps, canned foods, etc. Markets

Seed Co

Africa

Olivine

Africa

Exhort

Frozen carrots, beans, peas, cauliflower, sweet corn, broccoli, etc. Quoted shares

Africa

Zambrano

Investment vehicle for inflation hedged assets

Zimbabwe

23.4

Directors, management and employees

23.4.1 Board composition The Board currently consists of the following 8 Directors, of which 6 are Non-Executive and 2 are Executive Directors: Name Bekithemba L. Nkomo Patrick St. L Devenish Bernard Mudzimuirema Innocent Chagonda Catherine C. Chitiyo Albert F. Nhau Lawrence F. Preston John P. Rooney Position Non-Executive Chairman Group Chief Executive Officer Group Finance Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Address No. 98 Arnold Way , Burnside, Bulawayo 30 Staley Road, Borrowdale, Harare 7 Bowood Road, Mount Pleasant, Harare 49 Cosham Avenue, Borrowdale, Harare 3 Lyn Road, Vainona, Harare 17 Chamberlain Road, Greendale, North Harare 5711 North Van Ness, Boulevard Fresno, 93711, California, USA 72 Orange Grove Drive, Harare

12

APPENDIX I: INFORMATION ON AICO


23.4.2 Details of Directors The full names, addresses and positions of the current Directors of AICO are set out below: Bekithemba L. Nkomo (Zimbabwean) - Non-Executive Chairman Bekithemba was appointed Chairman of AICO on 12 November 2010 having been appointed to the AICO Board on 15 August 2008. Prior to that, he had been on the Cottco Board since 1 December 2002. He is a prominent businessman and Managing Director of Lloyd Corporate Capital (Private) Limited. Bekithemba sits on the boards of CABS and African Sun Limited and is also a Director of Gaskets and Cuttings International (Private) Limited and Willsgrove Ware Pottery (Private) Limited. He holds a Bachelor of Technology degree in Accounting from the University of Zimbabwe and is a certified Business Excellence Assessor with The South African Excellence Foundation. Patrick St. L Devenish (Zimbabwean) - Group Chief Executive Officer Patrick was appointed to the position of Group Chief Executive for AICO with effect from 1 January 2010. Pat is the former Group Chief Executive of Seed Co Limited, a subsidiary of AICO. Prior to that he was Managing Director of Tobacco Sales Floor Limited. He brings with him a wealth of experience in management, strategy and business development. He is a holder of an MBA from the University of Cape Town. Innocent Chagonda (Zimbabwean) - Non-Executive Director Innocent was appointed to the Board on 1 January 2011, and is a partner with Atherstone & Cook Legal Practitioners. He holds a Bachelor of Laws (Honours) degree from the University of Zimbabwe and has over 15 years of commercial law experience. Innocent also sits on various company boards. Catherine C. Chitiyo (Zimbabwean) - Non-Executive Director Catherine was appointed to the Board on 15 August 2008, and is a partner with Atherstone & Cook (Incorporating Wickwar & Chitiyo) Legal Practitioners. Prior to this appointment, she was a Cottco Board member since 1 December 2002. She holds a Bachelor of Laws (Honours) degree from the University of Zimbabwe and has several years of commercial law experience. Catherine also sits on various company boards. Bernard Mudzimuirema (Zimbabwean) - Group Finance Director Bernard was appointed to the post of Group Finance Director on 15 August 2008. Prior to this he was the Finance Director for Cottco since 1 September 2005. He is a fellow of the Chartered Institute of Management Accountants and holds an MBA from Nottingham Trent University, United Kingdom. Prior to his appointment, he exercised his skills in finance, business and strategy development as a consultant. Bernard is a former Finance Director of Zimboard Products (Private) Limited and has worked for several blue chip companies and groups of companies in Zimbabwe, including Carnaudmetalbox, Unilever (then Lever Brothers), Innscor Africa Limited and PG Industries Zimbabwe Limited. Bernard also sits on the boards of Seed Co and Olivine Industries (Private) Limited. Albert F. Nhau (Zimbabwean) -Non-Executive Director Albert was appointed to the Board on 15 August 2008. Prior to this appointment, Albert was a Cottco Board member since June 2007. He has vast experience in business and is the Group Chief Executive of Mike Appel Organisation (Private) Limited. He sits on the boards of Nestle' Zimbabwe (Private) Limited, RioZim Limited, Beta Holdings (Private) Limited, and is the Chairman of Cottco. Lawrence F. Preston (American) - Non-Executive Director Lawrence has been involved in cotton merchandising for more than 57 years and is currently the president of Lawrence Preston Associates, a commodity brokerage and advisory group. Lawrence has considerable experience in international trading having served as president of the Liverpool Cotton Association in 1976 and the American Cotton Shippers Association in 1991/2. He also served as Chairman of the Committee for International Cooperation between Cotton Associations (C.I.C.C.A) from 1978 to 1980. He was appointed to the Board on 15 August 2008. Prior to this appointment he was a Cottco Board member since October 2000. John P. Rooney (Zimbabwean) - Non-Executive Director Patrick matriculated at Michaelhouse, Natal. He was articled and obtained CA (SA) and CA (Z) qualifications. Pat was a partner in a firm of Chartered Accountants before joining the corporate world as Financial Director and later Chief Executive Officer of Delta Corporation Limited, where he spent a total of 34 years. A Director of Barclays Bank of Zimbabwe Limited for 7 years, Pat took a career change on leaving Delta Corporation Limited and now runs an office that oversees 5 operating companies. 23.4.3 Directors' interests As at 22 November 2013, (being the Last Practicable Date before the publication of this document), the Directors, directly and/or indirectly, held beneficial interests aggregating approximately 880,807 AICO shares representing approximately 0.16% of the issued share capital of the Group. Details of the direct and indirect interests held by the AICO Directors in AICO shares as at the Last Practical Date are set out below:

Director Shares held Bekithemba L. Nkomo Patrick St. L Devenish Bernard Mudzimuirema Innocent Chagonda Catherine C. Chitiyo Albert F. Nhau Lawrence F. Preston John P. Rooney Total 23.4.4 Management The Group's senior management is below Management P. St. L Devenish B. Mudzimuirema P. Manamike A. Nyakonda Position Group Chief Executive Officer Group Finance Director Group Company Secretary Group Audit Manager 880,759 48 880,807 Granted 6,080,000 5,692,667 11,772,667 Vested 1,500,000 3,013,387 4,513,387

Share options held Exercised Vested by not exercised 1,500,000 1,106,134 1,907,253 1,106,134 3,407,253

Balance not vested 4,580,000 2,679,280 7,259,280

13

APPENDIX I: INFORMATION ON AICO


23.5 Corporate governance 23.5.1 Board of Directors and Board Committees The Board of AICO currently comprises 6 Non-Executive Directors and 2 Executive Directors. The Chairman and the Non-Executive Directors bring a significant amount of experience and intuition to guide the executive management team. All Directors have access to outside professional advice through the Company Secretary who is responsible to the board for ensuring that correct procedures are followed. The Group Chief Executive Officer is responsible for the day-to-day management of the Company. There is clear separation of responsibility between the Board and management. To ensure unity of objectives and proper co-ordination, the Company elects management representatives to sit on the various investee company boards. Each board is responsible for maintaining the direction and control of its company through: setting and playing a prominent role in strategic development as well as determining the strategic direction of the Company and/or the Group; determining performance targets and the remuneration of Executive Management; monitoring management performance against targets; liaising with internal and external auditors on the financial and business affairs of the Company; reviewing, deciding and acting on material business transactions and/or matters; and promoting ethical conduct in business affairs of the Group. 23.5.2 Audit Committees The Audit Committee, which includes one executive Director, consists of four non-executive Directors and is chaired by one of the Non-Executive Directors. The Audit Committee is responsible for: internal and external audit policy reviewing the performance of external auditors reviewing the scope, adequacy and effectiveness of the internal audit function; reviewing and acting on matters relating to financial and internal control, fraud, regulatory compliance, accounting policies, financial reporting and disclosure; reviewing financial statements prior to publication and adoption by the Board of Directors; reviewing material financial transactions and projects prior to adoption by the Board of Directors; and reviewing business risks and the adequacy of the Company's risk management systems and processes Both the internal audit function and the external auditors have unrestricted access to the Audit Committee and all of their significant findings are brought to the attention of the Audit Committee and the Board. 23.5.3 Remuneration Committee The Remuneration Committee consists of two Non-executive Directors, as well as the Group Chief Executive, and is chaired by a Non-executive Director. 23.6 Business risk factors 23.6.1 Financial instruments The Group finances its operations by a mixture of retained profits and financial instruments in US dollars and foreign currencies. The Group borrows in both local and international debt markets in US dollars and foreign currencies, mainly at fixed rates of interest. In the normal course of its operations, the Group is exposed to currency, interest rate, liquidity and credit risks. The Group has developed a comprehensive risk management process to control and monitor the risks. 23.6.2 Interest rate risk The Group borrows in both local and offshore markets. Exposure to interest rate risk on borrowings and receivables is managed on a proactive basis 23.6.3 Liquidity risk The Group manages liquidity through the management of working capital and cash flows. A balance between continuity of funding and flexibility is maintained through the use of borrowings from a range of institutions with varying debt maturities. 23.6.4 Credit risk Credit risks arise on cash and cash equivalents, investments and trade receivables. The risk on cash and cash equivalents is managed by only investing with financially sound institutions and by setting prudent exposure limits for each institution. The risk arising on trade receivables is managed through normal credit limits, continual review and exception reporting. Adequate provision is made for doubtful debts. At the reporting date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position. 23.6.5 Currency risk The Group undertakes certain transactions denominated in currencies other than the US dollar, hence exposure to exchange rate fluctuations arise. The currencies giving rise to currency risks are primarily the Malawi Kwacha, Zambian Kwacha, Botswana Pula, South African Rand and Euro. The exposure to foreign currency fluctuations is managed by, where possible, matching foreign liabilities with foreign assets or revenue contracts that generate sufficient foreign currency receipts to provide a hedge against the exposure. The Board of Directors is tasked with managing the foreign currency exposures arising in consultation with the central treasury function. All material purchases and sales in foreign currencies are transacted through the central treasury. 23.6.6 Capital management The Board of Directors' policy is to maintain a strong capital base so as to maintain creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the return on capital, which the Group defines as net operating income divided by total shareholders' equity. Due to the prevailing operating economic conditions, the Board of Directors has set any net positive return in each operating period as acceptable in terms of maintenance of capital. There were no changes in the Group's approach to capital management during the year. The Group is not subject to externally imposed capital requirements. 23.6.7 Extracts from the Memorandum and Articles of Association of AICO The relevant provisions in AICO's Memorandum and Articles of Association concerning the appointment, qualification, remuneration, borrowing, voting powers and retirement relating to the Directors are available to be viewed along with the other documentation available for inspection ahead of the EGM.

14

APPENDIX I: INFORMATION ON AICO


23.6.8 Variation of rights According to Article 7 of AICO's Articles of Association, the rights attached to any class of securities issued by the company may be modified, abrogated or varied with the consent in writing of the holders of three-fourths of the nominal amount of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. 23.6.9 Preferential rights in respect of shares There are no AICO shares with preferred rights in respect of the Group's share capital. 23.6.10 Voting rights All existing authorized but unissued and issued AICO ordinary shares are of the same class and rank pari passu in every respect. 23.7 Other listings The Group is not listed on any other exchange. Incentivisation and skills retention arrangements -Share Purchase Scheme The Directors of the Company may allot or grant options up to 52.9 million shares to senior management. Each set of options is exercisable over three years, beginning two years after the date the options are granted. The exercise price of the options is based on the middle market share price derived from the ZSE prices for the trading day immediately preceding the date of the offer.

23.8

15

24.

APPENDIX II: REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON THE HISTORICAL FINANCIAL INFORMATION OF AICO

KPMG Mutual Gardens 100 The Chase (West), Emerald Hill P O Box 6, Harare Zimbabwe

Telephone Fax

+263 (4) 303700 +263 (4) 302600 +263 (4) 303699

The Directors AICO Africa Limited 1st Floor, SAZ Building Northend Close Northridge Park Borrowdale Harare 29 November 2013 Dear Sirs REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON THE FINANCIAL INFORMATION OF AICO AFRICA LIMITED 1 INTRODUCTION In terms of the Zimbabwe Stock Exchange (ZSE) Listing Requirements, we report hereunder on the historical financial information of AICO Africa Limited (hereinafter referred to as AICO, or the Company, or the Group). AICO was incorporated in Zimbabwe on 23 July 2008 under company registration number 20924/2008 and subsequently reverse listed on the ZSE on 1 September 2008, in place of The Cotton Company of Zimbabwe through a Group restructuring exercise. The purpose of this report is for inclusion in the circular to shareholders (hereinafter referred to as the Circular) to be dated 29 November 2013, as Appendix II thereof, and prepared in terms of the ZSE Listing Requirements for the proposed unbundling of the Company (hereinafter referred to as the proposed transaction) as follows: A sale of a portion of AICO's Seed Co Limited (Seed Co) shares to raise a capital amount of at least US$30 million; A renounceable Rights of 560 831 770 to raise US$15.1 million; Distribution of the remaining Seed Co shares to AICO shareholders via a dividend-in-specie; and Warehousing of the Company's 49.31% shares in Olivine Holdings (Private) Limited (Olivine) to a Trust pending disposal of such shares on terms and conditions deemed fit by the Trustees. 2 RESPONSIBILITIES The directors of AICO are solely responsible for the compilation, contents and presentation of the Circular to shareholders to be dated 29 November 2013 of which this report is a part, and for the financial statements and other financial information from which the financial information contained in the Circular has been prepared, in accordance with International Financial Reporting Standards (IFRSs), the Companies Act (Chapter 24:03) and other applicable regulations and guidance, as may be applicable to AICO from time to time. This responsibility includes: designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Our responsibility is to report on the financial information in accordance with the requirements of Section 8.3 of the ZSE Listing Requirements, except that at the request of the Company, and with approval of the ZSE, the notes to the financial statements and the accounting policies have been excluded from this Circular based on the understanding that the directors have made the detailed accounts available for inspection as set as out under 5 below and in Section 20 of this Circular. We do not accept any responsibilities for any reports given by us on any financial information used in the compilation of the financial position information, beyond that owed to those to which those reports were addressed at the date of issue. 3 BASIS OF PREPARATION The AICO consolidated financial statements are presented in United States dollars, which is its functional currency. AICO commenced reporting in United States dollars on 1 January 2009 along with other entities on the introduction of a multi-currency regime in the country. AUDIT OPINION KPMG Chartered Accountants (Zimbabwe) (KPMG) were appointed auditors of the Company since incorporation and will be reporting on its financial statements prospectively. We report on the annual financial statements for the years ended 31 March 2009 to 31 March 2013 as follows: 4.1 Audited financial statements for the year ended 31 March 2013 An unqualified opinion was issued but a matter was emphasised in the auditor's report regarding the fact the AICO's joint venture, Olivine incurred a loss before tax of US$5 795 291 (2012: US$11 798 783 loss) for the year ended 31 March 2013 and has been facing working capital challenges. These conditions, along with other matters as set forth in note 30 to the financial statements, indicated the existence of material uncertainty which may cast significant doubt on Olivine's ability to continue as a going concern.

KPMG, a Zimbabwean partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (KPMG International), a Swiss entity

16

APPENDIX II: REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON THE HISTORICAL FINANCIAL INFORMATION OF AICO 4.2 Audited financial statements for the year ended 31 March 2012 An unqualified opinion was issued but a matter was emphasised in the auditor's report regarding the fact the AICO's joint venture, Olivine incurred a loss before tax of US$11 798 783 (2011: US$9 213 203 loss) for the year ended 31 March 2012 and has been facing working capital challenges. These conditions, along with other matters as set forth in note 30 to the financial statements, indicated the existence of material uncertainty which may cast significant doubt on Olivine's ability to continue as a going concern. Audited financial statements for the year ended 31 March 2011 An unqualified opinion was issued but a matter was emphasised in the auditor's report regarding the fact the AICO's joint venture, Olivine incurred a loss before tax of US$9 213 203 (2010: US$3 004 273 loss) for the year ended 31 March 2011 and has been facing working capital challenges. These conditions, along with other matters as set forth in note 30 to the financial statements, indicated the existence of material uncertainty which may cast significant doubt on Olivine's ability to continue as a going concern. Audited financial statements for the year ended 31 March 2010 The 2010 audit opinions are set out below: Unqualified opinion on the financial position. Adverse opinion on the financial performance and cash flows: Non-compliance with International Accounting Standard (IAS) 29 (Financial Reporting in Hyperinflationary Economies) and International Accounting Standard (IAS) 21 (The Effects of Changes in Foreign Exchange Rates) The Company operated in a hyperinflationary economy in the prior year. Consequently, the comparative income statements and the comparative statements of comprehensive income were not prepared in conformity with the requirements of IAS 29 and IAS 21 due to: the inability to reliably measure inflation because of the interaction of multiple economic factors which were pervasive to the Zimbabwean economic environment at the time; and the inability to adjust items that were recorded in Zimbabwe dollars into United States dollars at the date of change of functional currency. Non-compliance with IAS 1: Presentation of Financial Statements The Directors did not present any comparative information as required by IAS 1 as this was considered misleading. Emphasis of matter No provisions were made on a trade account receivable with a carrying amount of US$3 376 004, which related to amounts due to Seed Co. Seed Co had obtained a default judgement against the debtor and had proceed to attach the assets of the debtor, while the debtor was looking for various other payment plans. The Directors of Seed Co, therefore, did not believe that any provision for the debt was necessary, as Seed Co was fully covered for the debt and it was likely that the debtor will pay before its assets were auctioned.

4.3

4.4

4.5

Audited financial statements for the year ended 31 March 2009 The 2009 audit opinions are set out below: Unqualified opinion on the financial position. Adverse opinion on the financial performance and cash flows: The financial statements were not prepared in conformity with IAS 29 (Financial Reporting in Hyperinflationary Economies) and IAS 21 (The Effects of Foreign Exchange Rates). The directors effected an adjustment which increased the cost of seed cotton procured at the time. The auditors were unable to verify the cost per kilogram of seed cotton applied in computing the adjustment. Therefore, the auditors were unable to obtain sufficient appropriate audit evidence regarding the accuracy of cost of sales. EXCLUSION OF NOTES AND ACCOUNTING POLICIES At the request of the Company, and with approval of the ZSE, as explained under 2 above the notes to the financial statements and the accounting policies have been excluded from this Circular, but have been made available for inspection by the directors in the Annual Reports as set as out in Section 20 of this Circular. FORMAT OF REPORT As the purpose of the financial information differs from the purpose of the financial statements prepared for members, the financial information is not intended to comply in full with the presentation and disclosure requirements of the Companies Act (Chapter 24:03) and IFRSs promulgated by the International Accounting Standards Board (IASB). Our report shall not in any way constitute recommendations regarding the completion of the transaction or the issue of the Circular to shareholders.

Yours faithfully

Signed on Original KPMG

17

APPENDIX II: REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON THE HISTORICAL FINANCIAL INFORMATION OF AICO STATEMENTS OF FINANCIAL POSITION GROUP Audited 31 March 2013 US$'000 Audited 31 March 2012 US$'000 COMPANY Audited 31 March 2013 US$'000 Audited 31 March 2012 US$'000

ASSETS Non-current assets Intangible assets Property, plant and equipment Investment property Other financial assets Deferred tax asset Investments held in subsidiaries Investment held in joint venture Other receivables Total non-current assets Current assets Biological assets Inventories Inputs scheme receivables Prepayments for current assets Trade and other receivables Other financial assets Assets classified as held for sale Bank and cash balances Balances owed by Group companies Total current assets Total assets EQUITY AND LIABILITIES Capital and reserves Share capital Capital reserves Retained earnings/(accumulated losses) Equity attributable to equity holders of the parent Non-controlling interest Total equity Non-current liabilities Borrowings Deferred tax liabilities Finance lease liabilities - third party Total non-current liabilities Current liabilities Borrowings Trade and other payables Finance lease liabilities - third party Taxation payables Bank overdrafts Liabilities classified as held for sale Balances owed to Group companies Total current liabilities Total equity and liabilities

20 103,321 332 1,157 997 105,827

25 105,017 332 268 105,642

167 106,282 12,460 118,909

270 1,970 138,680 6,825 147,745

620 70,343 10,610 6,311 86,332 52 1,454 6,735 182,457 288,284

844 80,803 29,197 7,824 70,239 13 5,318 12,662 206,900 312,542

15 116 542 6,062 6,735 125,644

12 114 294 19,958 20,378 168,123

5,341 21,190 46,777 73,308 39,944 113,252

5,341 26,515 51,695 83,551 41,243 124,794

5,341 104,544 9,732 119,617 119,617

5,341 134,997 (7,019) 133,319 133,319

11,805 14,144 314 26,263

11,659 16,313 66 28,038

641 641

62,595 30,683 985 2,461 51,578 467 148,769 288,284

66,280 26,309 285 4,211 59,716 2,909 159,710 312,542

3,984 273 40 1,089 5,386 125,644

3,753 368 70 30,613 34,804 168,123

18

APPENDIX II: REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON THE HISTORICAL FINANCIAL INFORMATION OF AICO INCOME STATEMENTS Audited GROUP 31 March 2013 US$'000 Continuing operations Revenue Cost of sales Gross profit Other operating income Operating expenses Administration expenses Distributing and selling expenses Other operating expenses Profit/(loss) from operations Investment income Other gains and losses Interest expense (Loss)/profit before taxation Taxation (Loss)/profit after taxation from continuing operations Loss from discontinued operations (Loss)/profit for the year 263,922 (169,539) 94,383 3,246 (73,446) (27,314) (16,528) (29,604) 24,183 552 120 (25,392) (537) (1,538) (2,075) (16) (2,091) 293,292 (203,442) 89,850 5,424 (56,737) (24,498) (14,339) (17,900) 38,537 3,147 752 (24,363) 18,073 (2,716) 15,357 (509) 14,848 225,939 (136,801) 89,138 1,610 (57,503) (25,972) (17,270) (14,261) 33,245 1,066 2,906 (17,199) 20,018 (1,450) 18,568 (1,089) 17,479 162,879 (109,352) 53,527 4,215 (44,959) (22,856) (12,990) (9,113) 12,783 519 2,413 (10,840) 4,875 (339) 4,536 (2,139) 2,397 120,677 (51,600) 69,077 6,448 (48,639) (26,285) (9,296) (13,058) 26,886 275 (1,350) (8,966) 16,845 (1,519) 15,326 15,326 Audited GROUP 31 March 2012 US$'000 Audited GROUP 31 March 2011 US$'000 Audited GROUP 31 March 2010 US$'000 Audited GROUP 31 March 2009 US$'000

Attributable to Equity holders of the parent Non-controlling interest

(6,711) 4,620 (2,091) (1.26) (1.21)

6,156 8,692 14,848 1.16 1.11

8,946 8,533 17,479 1.68 1.62

(4,270) 6,667 2,397 (0.80) (0.78)

7,774 7,552 15,326 1.47 1.42

Basic earnings/(loss) per share (US cents) Diluted earnings/(loss) per share (US cents)

19

APPENDIX II: REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON THE HISTORICAL FINANCIAL INFORMATION OF AICO STATEMENTS OF COMPREHENSIVE INCOME Audited GROUP 31 March 2013 US$'000 (Loss)/profit for the period Other comprehensive income Impairment charge against revaluation reserve Revaluation of property, plant and equipment Transfer from revaluation reserve Exchange differences on translating foreign operations Exchange differences arising from change of functional currency (Losses)/gains on available for sale investments Prior year inventory adjustment Income tax on other comprehensive income Other comprehensive (loss)/income for the period Total comprehensive (loss)/income for the period Total comprehesive (loss)/income attributable to: Equity holders of the parent Non-controlling Interest (2,091) Audited GROUP 31 March 2012 US$'000 14,848 Audited GROUP 31 March 2011 US$'000 17,479 Audited GROUP 31 March 2010 US$'000 2,397 Audited GROUP 31 March 2009 US$'000 15,326

1,208 (7,268) (311) (6,371) (8,462)

(2,374) (196) (2,995) 662 (4,903) 9,945

(2,952) (14,618) (3) (26) (849) 3,563 (14,885) 2,594

(12,130) (141) 1,026 7,894 (3,351) (954)

8,702 (4,914) (32,936) (1,847) (30,995) (15,669)

(9,389) 927 (8,462)

2,743 7,202 9,945

(3,484) 6,078 2,594

(4,102) 3,148 (954)

(27,705) 12,036 (15,669)

20

APPENDIX II: REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON THE HISTORICAL FINANCIAL INFORMATION OF AICO STATEMENTS OF CASH FLOWS Audited GROUP 31 March 2013 US$'000 Cash flows from operating activities Operating cash flows before reinvesting in working capital Working capital movements Interest paid Net taxation paid Net cash (ultilised)/generated from operations Cash flows from investing activities Interest received Dividend received Proceeds from disposal of property, plant and equipment Proceeds from sale of investments Acquisition of property, plant and equipment Acquisition of other investments Other gains and losses Net cash (outflow)/inflow from investing activities Cash flows from financing activities Proceeds from issue of share options Net third party borrowings (paid)/ raised Increase in finance lease liabilities Dividends paid Net cash (outflow)/inflow from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents Balance at the beginning of the year Effect of exchange rate fluctuations on cash held Cash and cash equivalents at the end of the year Audited GROUP 31 March 2012 US$'000

31,277 17,860 (24,090) (5,433) 19,614

48,535 (47,001) (22,942) (5,990) (27,398)

297 130 175 (10,931) (953) (11,282)

2,551 1 628 2,128 (17,822) 358 (12,156)

22 (3,652) (205) (1,585) (5,420) 2,912

568 17,386 (487) (2,347) 15,120 (24,434)

(47,054) (701) (44,843)

(22,620) (47,054)

21

APPENDIX II: REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON THE HISTORICAL FINANCIAL INFORMATION OF AICO GROUP STATEMENTS OF CHANGES IN EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT Share Capital Retained Total capital reserves reserves US$'000 US$'000 US$'000 US$'000 MINORITY INTEREST US$'000 TOTAL EQUITY US$'000

Balance as at 31 March 2011

5,313

33,049

42,233

80,595

35,957

116,552

Changes in equity for 2012 Share based payments transactions Acquisition of interest in foreign subsidiary Disposal of interest in foreign subsidiary Impairment of investment in subsidiary Dividend paid and recieved within the group Dividend paid Total comprehensive income/(loss) for the year (net of tax) Net movement for the year Balance as at 31 March 2012 Changes in equity for 2013 Share based payments transactions Acquisition of interest in foreign subsidiary Disposal of interest in local subsidiary Dividend paid and recieved within the group Dividend paid Total comprehensive income/(loss) for the year (net of tax) Net movement for the year Balance as at 31 March 2013

28 28 5,341

145 (1) (3,000) (3,678) (6,534) 26,515

735 16 2,290 6,421 9,462 51,695

908 16 (1) (3,000) 2,290 2,743 2,956 83,551

446 16 (31) (2,347) 7,202 5,286 41,243

1,354 32 (32) (3,000) 2,290 (2,347) 9,945 8,242 124,794

5,341

97 (45) (2,454) (2,923) (5,325) 21,190

(50) 1,598 (6,466) (4,918) 46,777

97 (95) (2,454) 1,598 (9,389) (10,243) 73,308

86 95 (822) (1,585) 927 (1,299) 39,944

183 (3,276) 1,598 (1,585) (8,462) (11,542 113,252

22

APPENDIX III: REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON THE UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION OF AICO AFRICA LIMITED

The Directors AICO Africa Limited 1st Floor, SAZ Building Northend Close Northridge Park Borrowdale Harare

KPMG Mutual Gardens 100 The Chase (West), Emerald Hill P O Box 6, Harare Zimbabwe

Telephone Fax

+263 (4) 303700 +263 (4) 302600 +263 (4) 303699

29 November 2013 Dear Sirs REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON THE UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION OF AICO AFRICA LIMITED INTRODUCTION Due to a number of exogenous factors, the objectives for which AICO Africa Limited (AICO or Company or Group) was set out to pursue can no longer be achieved in the current environment. The Directors of AICO are therefore proposing to unbundle the Group in order to unlock shareholder value and eliminate the unproductive costs associated with the existing Group structure whose upkeep costs are no longer justifiable. AICO is also faced by the need to avoid foreclosure and possible sequestration of its entire shares in Seed Co Limited (Seed Co) by various lenders to The Cotton Company of Zimbabwe Limited (Cottco) for which AICO is a guarantor. The foreclosure threat is on the back of guarantees issued to various lenders by AICO as security for borrowings contracted by Cottco. The Directors believe that now is the opportune time to unbundle the Company and permanently resolve most of the challenges that have plagued the Group thus far. The proposed unbundling will be realised through a series of transactions preceded by a capital raise of about US$50 million to repay various Cottco debts guaranteed by AICO in exchange for the release of AICO as a guarantor of these borrowings in order to pave way for the proposed unbundling. We report on the unaudited consolidated pro forma statement of financial position of AICO set out in Appendix IV of the circular to be dated 29 November 2013 issued by the Directors of AICO to the shareholders of the Company (herein after referred to as the Circular). The unaudited consolidated pro forma statement of financial position has been prepared for illustrative purposes to show the effects of the unbundling of AICO. Because of its nature, the unaudited consolidated pro forma statement of financial position may not give a fair reflection of AICO's financial position or the effect on income going forward. At your request, and for the purposes of the transaction as noted above, we present our report on the unaudited consolidated pro forma statement of financial position included in Appendix IV of the Circular to shareholders in compliance with the Listing Requirements of the Zimbabwe Stock Exchange (ZSE). RESPONSIBILITIES The Directors of AICO are solely responsible for the preparation of the unaudited consolidated pro forma statement of financial position to which this independent reporting accountants report relates. It is our responsibility to form an opinion on the basis used for the compilation of the unaudited consolidated pro forma statement of financial position and to report our opinion to you. We do not accept any responsibilities for any reports given by us on any financial information used in the compilation of the unaudited consolidated pro forma statement of financial position, beyond that owed to those to which those reports were addressed at the date of issue. BASIS OF OPINION Our work, which did not involve any independent examination of any of the underlying financial information, consisted primarily of agreeing the financial information presented to the audited financial statements of AICO as at 31 March 2013 and recalculating the amounts based on the information obtained as well as discussing the unaudited consolidated pro forma statement of financial position with the Directors of AICO. Because the above procedures do not constitute either an audit or a review made in accordance with International Standards on Auditing, we do not express any assurance on the fair presentation of the unaudited consolidated pro forma statement of financial position. The financial information was prepared using certain assumptions made by yourselves as disclosed in Appendix IV of the Circular. The significant assumptions made are: A capital raise which will be carried out as follows: - a sale of 20 546 096 Seed Co shares to Vilmorin & Cie at a price per share of US$0.9925 each for a total consideration of US$20 392 000; - a sale of 10 149 407 Seed CO shares on the open market. This is expected to raise at least US$10 million at current market prices; and - a renounceable Rights Offer of 560 831 770 Rights Offer Shares will be carried out to raise capital amounting to US$15 142 458; Subject to the capital raise above, the Company will distribute its remaining 66 759 545 Seed Co shares to Shareholders, registered as such on 24 January 2013, via a dividend-in-specie on the basis of 60.97 shares for every 1 000 AICO shares held as of the distribution record date;

KPMG, a Zimbabwean partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (KPMG International), a Swiss entity

23

Subject to the capital raise above, the Directors will warehouse the Company's 49.31% interest in Olivine in a Trust, for the benefit of shareholders registered as such as of the EGM Record Date, pending disposal of such interest on terms and conditions deemed fit by the Trustees. The proceeds from the disposal shall be distributed to beneficiaries of the Trust pro rata to their shareholding in AICO as of the EGM Record Date. We have assumed that the Trust will not be required to be consolidated by AICO in terms of International Financial Reporting Standards; The recognition of a loan receivable from Olivine of US$2 732 008 as at 31 March 2013 which was previously eliminated on proportionate consolidation. The total receivable of US$5 540 474 will be reclassified as a non-current asset; Transaction costs of US$4 000 000; Disposal of AICO head offices fixed assets with a carrying amount of US$166 915 and settlement of head office creditors of US$954 938 and collection of head office debtors of US$130 358; Disposal of Cottco property, plant and equipment at their carrying amount of US$4 500 000; Repayment of Cottco related debts amounting to US$42.3 million and settlement of an Olivine-AICO guaranteed debt cash cover of US$1.3 million. The effects of the material changes and effects highlighted in section 13 of the Circular have not been effected in the pro formas as they are subsequent events.

The unaudited consolidated pro forma statement of financial position as at 31 March 2013 has been presented to reflect the financial effects on AICO subsequent to the proposed unbundling. As the purpose of the unaudited consolidated pro forma statement of financial position differs from the purpose of financial statements prepared for members, the financial information is not intended to comply in full with the presentation and disclosure requirements of the Companies Act [Chapter 24:03] and International Financial Reporting Standards promulgated by the International Accounting Standards Board. OPINION Based on our work, nothing has come to our attention that causes us to believe that, in all material respects: The unaudited consolidated pro forma statement of financial position has not been properly compiled on the basis stated; Such basis is inconsistent with the accounting policies of AICO as disclosed in the annual reports available for inspection; and The adjustments are not appropriate for the purposes of the unaudited consolidated pro forma statement of financial position in terms of the ZSE listing requirements.

Yours faithfully

Signed on Original KPMG

24

APPENDIX IV: UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION Due to a number of exogenous factors, the objectives for which AICO Africa Limited (AICO or Company or Group) was set out to pursue can no longer be achieved in the current environment. The Directors of AICO are therefore proposing to unbundle the Group in order to unlock shareholder value and eliminate the unproductive costs associated with the existing Group structure whose upkeep costs are no longer justifiable. AICO is also faced by the need to avoid foreclosure and possible sequestration of its entire shares in SeedCo Limited (Seed Co) by various lenders to The Cotton Company of Zimbabwe Limited (Cottco) for which AICO is a guarantor. The foreclosure threat is on the back of guarantees issued to various lenders by AICO as security for borrowings contracted by Cottco. The Directors believe that now is the opportune time to unbundle the Company and permanently resolve most of the challenges that have plagued the Group thus far. The proposed unbundling will be realised through a series of transactions preceded by a capital raise of about US$50 million to repay various Cottco debts guaranteed by AICO in exchange for the release of AICO as a guarantor of these borrowings in order to pave way for the proposed unbundling.

The financial effects of the proposed transaction as described above on the unaudited statement of financial position of AICO as at 31 March 2013 are illustrated below in the unaudited consolidated pro forma statement of financial position. The unaudited consolidated pro forma statement of financial position presented below, which is solely the responsibility of the directors, has been prepared for illustrative purposes only, in order to provide information on the effect of the proposed transaction above on AICO had this been effected on 31 March 2013. Because of its nature, the unaudited consolidated pro forma statement of financial position may not give a fair reflection of AICO's financial position after the proposed transaction. The following principal assumptions were applied in preparing the unaudited consolidated pro forma statement of financial position below: A capital raise which will be carried out as follows: a sale of 20 546 096 Seed Co shares to Vilmorin & Cie at a price per share of US$0.9925 each for a total consideration of US$20 392 000; a sale of 10 149 407 Seed CO shares on the open market. This is expected to raise at least US$10 million at current market prices; and a renounceable Rights Offer of 560 831 770 Rights Offer Shares will be carried out to raise capital amounting to US$15 142 458; A distribution by the Company of its remaining 66 759 545 Seed Co shares to Shareholders, registered as such on 24 January 2013, via a dividendin-specie on the basis of 60.97 shares for every 1 000 AICO shares held as of the distribution record date; The warehousing of the Company's 49.31% interest in Olivine in a Trust, for the benefit of shareholders registered as such as of the EGM Record Date, pending disposal of such interest on terms and conditions deemed fit by the Trustees. It has been assumed that the Trust will not be required to be consolidated by AICO in terms of International Financial Reporting Standards; The recognition of a loan receivable from Olivine of US$2 732 008 as at 31 March 2013 which was previously eliminated on proportionate consolidation. The total receivable of US$5 540 474 will be reclassified as a non-current asset; Transaction costs of US$4 000 000; Disposal of AICO head offices fixed assets with a carrying amount of US$166 915 and settlement of head office creditors of US$954 938 and collection of head office debtors of US$130 358; Disposal of Cottco property, plant and equipment at their carrying amount of US$4 500 000; Repayment of Cottco related debts amounting to US$42.3 million and settlement of an Olivine-AICO guaranteed debt cash cover of US$1.3 million. The effects of the material changes and effects highlighted in section 13 of the Circular have not been effected in the pro formas as they are subsequent events.

25

APPENDIX IV: UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION OF AICO
UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION as at 31 March 2013 Audited
31-Mar-13 Warehousing of the Olivine Recognition of loan Winding down Unaudited

AICO before Note 1 US$'000 ASSETS Non current assets Intangible assets Property, plant and equipment Investment property Other financial assets Other receivables Total non current assets Current assets Biological assets Inventories Inputs scheme receivables Prepayments for current assets Trade and other receivables Other financial assets Assets classified as held for sale Bank and cash balances Total current assets Total assets EQUITY AND LIABILITIES Capital and reserves Share capital Capital reserves Retained earnings Equity attributable to equity holders of the parent Non controlling interest Total equity Non current liabilities Borrowings Deferred tax liability Finance lease liabilities - third party Total non current liabilities Current liabilities Borrowings Trade and other payables Finance lease liabilities - third party Taxation payable Bank overdrafts Liabilities classified as held for sale Total non current liabilites Total equity and liabilities

Seed Co disposal Rights issue Note 2 Note 3 US$'000 US$'000

investment receivable in the Trust from Olivine Note 4 Note 5 US$'000 US$'000

Disposal of Cottco PPE Note 6 US$'000

Loan Transaction repayment costs Note 7 Note 8 US$'000 US$'000

of the AICO head office Note 9 US$'000

31-Mar-13 AICO after Note 10 US$'000

20 103,321 332 1,157 997 105,827

(43,120) (332) (341) (43,793)

(8) (14,741) (997) (15,746)

5,540 5,540

(4,500) (4,500)

(167) (167)

12 40,793 6,356 47,161

620 70,343 10,610 6,311 86,332 52 1,454 6,735 182,457 288,284

(620) (43,034) (2,165) (4,974) (56,942) (1,108) 25,840 (83,003) (126,796)

15,142 15,142 15,142

(4,710) (549) (1,763) (206) (7,228) (22,974)

(2,808) (2,808) 2,732

4,500 4,500 -

(43,607) (43,607) (43,607)

(4,000) (4,000) (4,000)

(15) (116) (839) (970) (1,137)

22,599 8,445 773 24,703 (1,056) 1,454 3,565 60,483 107,644

5,341 21,190 46,777 73,308 39,944 113,252

(10,366) (10,366) (39,944) (50,310)

5,608 9,534 15,142 15,142

(11,952) (11,952) (11,952)

2,732 2,732 2,732

(4,000) (4,000) (4,000)

(182) (182) (182)

10,949 30,724 23,009 64,682 64,682

11,805 14,144 314 26,263

(1,189) (9,132) (257) (10,578)

(1,913) (659) (57) (2,629)

(641) (641)

8,703 3,712 12,415

62,595 30,683 985 2,461 51,578 467 148,769 288,284

(33) (17,275) (960) (2,046) (45,594) (65,908) (126,796)

15,142

(4,680) (3,098) (25) (590) (8,393) (22,974)

2,732

(43,607) (43,607) (43,607)

(4,000)

(274) (40) (314) (1,137)

14,275 10,036 375 5,394 467 30,547 107,644

26

APPENDIX IV: NOTES TO THE UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION OF AICO Note 1 Note 2 Represents the audited consolidated statement of financial position of AICO as at 31 March 2013. Represents the disposal of the investment in Seed Co through: A sale of shares to raise capital as follows: a sale of 20 546 096 Seed Co shares to Vilmorin & Cie at a price per share of US$0.9925 each for a total consideration of US$20 392 000; a sale of 10 149 407 Seed Co shares on the open market. This is expected to raise at least US$10 million at current market prices; and A distribution by the Company of its remaining 66 759 545 Seed Co shares to Shareholders, registered as such on 24 January 2013, via a dividend-in-specie on the basis of 60.97 shares for every 1 000 AICO shares held as of the distribution record date; Represents the AICO renounceable Rights Offer of 560 831 770 Rights Offer Shares to raise capital amounting to US$15 142 458. Represents the warehousing of the Company's 49.31% interest in Olivine in a Trust, for the benefit of shareholders registered as such as of the EGM Record Date, pending disposal of such interest on terms and conditions deemed fit by the Trustees. It has been assumed that the Trust will not be required to be consolidated by AICO in terms of International Financial Reporting Standards; Note 5 Represents the recognition of a loan receivable from Olivine of US$2 732 008 as at 31 March 2013 which was previously eliminated on proportionate consolidation and the reclassification of the total receivable of US$5 540 474 as a non-current asset. Represents the disposal of Cottco property, plant and equipment at their carrying amount of US$4.5million. Represents the repayment of Cottco related debts amounting to US$42.3 million and settlement of an Olivine-AICO guaranteed debt cash cover of US$1.3 million. Represents transaction costs of US$4million. Represents the winding down of the AICO head office through the disposal of fixed assets, settlement of creditors and collection of receivables. Represents the unaudited consolidated pro forma statement of financial position after the effects of the unbundling of AICO.

Note 3 Note 4

Note 6 Note 7

Note 8 Note 9 Note 10

27

26.

APPENDIX V: TERMS AND CONDITIONS OF THE RIGHTS OFFER 1. Terms of the Rights Offer Subject to approval of the proposed Unbundling, 560,831,770 (Five hundred and sixty million eight hundred and thirty one thousand seven hundred and seventy) renounceable Rights Offer Shares are being offered for cash at a subscription price of US$0.0270 (Zero comma zero two seven zero United States dollars) each, payable in full on acceptance on the basis 105 (One hundred and five) Rights Offer Shares for every 100 (One hundred) ordinary shares already held, to the existing AICO Shareholders registered on the Record Date. The new ordinary shares to be issued pursuant to the Rights Offer will be issued fully paid and will rank pari passu with in all respects with all existing AICO ordinary shares with effect from the date of issue. 2. Opening and closing dates of the Rights Offer The Rights Offer opens at 09:00 hours on Monday 30 December 2013 and will close at 16:00 hours on Friday 24 January 2014. Courses of action Set out below is are the various options open to AICO Shareholders with respect to the rights accruing to them regarding the Rights Offer. Acceptance Subscribe for all the new Rights Offer Shares offered. A person to whom this Rights Offer is made (and/or his/her renouncee) who wishes to apply for the Rights Offer Shares, must complete the Renounceable Letter of Allocation in accordance with the instructions contained thereon and forward it, clearly marked AICO Rights Offer, together with proof of payment in accordance with paragraph 4, to First Transfer Secretaries (Private) Limited, No. 1 Armagh Avenue, off Enterprise Road, Eastlea in Harare. The attention of Non-resident shareholders is drawn to the Exchange Control requirements set out in paragraph 5 of this Appendix V. The completed Letter of Allocation and proof or payment must be received at the above address by no later than 12:00 hours on Friday 24 January 2014. 3.2 Splitting Subscribe in part for Rights Offer shares and sell the remaining rights through the ZSE. A Letter of Allocation may be split into letters of smaller denominations by completing the Letter of Allocation in accordance with the instructions contained thereon. The latest date and time for splitting will be 16:00 hours on Thursday 23 January 2014. 3.3 Renunciation Sell all rights to the Rights Offer Shares being offered through the ZSE. The right to subscribe for Rights Offer Shares in AICO, as detailed in the Letter of Allocation, may be renounced (nil paid) by completing the Letter of Allocation in accordance with the instructions contained therein. Payment The amount due on acceptance is payable in Unites States dollars through RTGS transfers and or bankers' drafts in respect of subscriptions in favour of AICO Rights Offer . Payments (both transfers and drafts) must be deposited into the following account details: Account name Bank Account number Swift code Branch Details/Description : AICO Africa Ltd : NMB Bank Limited : 310084387 : NMBLZHX : Southerton : Rights Offer Proceeds

3.

3.1

4.

All payments should be made directly into the bank account above. Bank stamped RTGS transfer forms, bank stamped copies of bankers' drafts, bank stamped copies of deposit slips and completed Letters of Allocation should be lodged with First Transfer Secretaries (Private) Limited at the address set out in paragraph 3.1 above. Applications will be regarded as complete only when cheques or bankers' drafts have been cleared. 5. Exchange Control Letter of Allocation sent to shareholders whose registered address is outside Zimbabwe will be endorsed Non-Resident as required in terms of Exchange Control Regulations. Non-Resident Shareholders of AICO are advised to consult their professional advisers or bankers regarding their individual Exchange Control position in relation to their participation in the Rights Offer described in this Circular to Shareholders. 6. Listing and registration of Rights Offer Shares The Listings Committee of the ZSE has granted a primary listing for, and permission to deal in, all Renounceable Letters of Allocation (nil paid) relating to the Rights Offer shares, between Monday 30 December 2013 and Wednesday 22 January 2014. Renounceable Letters of Allocation may be negotiated and sold, subject to Exchange Control Regulations, the details of which are disclosed in paragraphs 5 of this Appendix V. Application was made to the ZSE Listing committee to approve the listing of the Rights Offer shares on the ZSE on Monday 10 February 2014. Persons becoming Shareholders as a result of the Rights Offer Shares will be placed in the share register of AICO. The Transfer Secretaries in respect of the Rights Offer Shares are First Transfer Secretaries (Private) Limited, whose details are set out in the 'Corporate Information' section at the beginning of this Circular. 7. Dividends and ranking of Rights Offer Shares The Rights Offer Shares being offered to AICO Shareholders in terms of these rights will, upon their issue, rank pari passu in all respects with the existing ordinary shares of AICO from the date of their issue. Both shares will be eligible for participation in any dividend declared by the Directors henceforth. Rights Offer share certificates New share certificates in respect of both the Rights Offer will be posted from Monday 10 February 2014, at the risk of the Shareholder to whom they are addressed.

9.

28

28.

APPENDIX VI: TABLE OF RIGHTS OFFER ENTITLEMENTS Set out below is a table of entitlements of AICO Shareholders to the Rights Offer, based on a ratio of 105 (One hundred and five) Rights Offer Shares for every 100 (One hundred) Ordinary Shares already held on the Rights Offer Record Date. Fractional entitlements will be rounded up to the nearest whole Ordinary Share. Number of AICO Shares 1,764 3,527 5,291 7,055 8,818 10,582 12,346 14,109 15,873 17,637 35,273 52,910 70,547 88,183 105,820 123,457 141,093 158,730 176,367 194,004 211,640 229,277 246,914 264,550 282,187 299,824 317,460 335,097 352,734 Entitlement at a ratio of 105 for every 100 1,852 3,704 5,556 7,407 9,259 11,111 12,963 14,815 16,667 18,519 37,037 55,556 74,074 92,593 111,111 129,630 148,148 166,667 185,185 203,704 222,222 240,741 259,259 277,778 296,296 314,815 333,333 351,852 370,370 Cost at $0.0270 per Rights Offer Share 50 100 150 200 250 300 350 400 450 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 5,500 6,000 6,500 7,000 7,500 8,000 8,500 9,000 9,500 10,000

29

29.

APPENDIX VII: DETAILS OF THE UNDERWRITER Name: Registered Office: NMB Bank Limited, registered commercial bank 4th Floor, Unity Court Corner 1st Street/ Kwame Nkrumah Avenue Harare Zimbabwe Tendayi Mundawarara James Mushore Francis Zimuto Benefit Washaya Benson Ndachena Felix Mangozho Lionel Chinyamutangira Locadia Majonga Betserai Madzivire Arthur Mutsonziwa Julius Makoni James Chigwedere Jonathan Chenevix-Trench James de la Fargue Board Chairman Group Chief Executive Officer Deputy Group Chief Executive Officer Managing Director NMB Bank Chief Financial Officer Executive Director - Treasury Executive Director - Corporate Banking Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director

Directors:

30

29.

APPENDIX VIII: NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE OF EXTRAORDINARY GENERAL MEETING

(A public company incorporated in the Republic of Zimbabwe under company registration number 20924/2008) Notice is hereby given that an Extraordinary General Meeting of the Shareholders of AICO Africa Limited will be held on 20 December 2013 at 11:00 hours in the Lecture Theatre at SAZ Building, No. 1 Northend Close, Northridge Park, Borrowdale, Harare to consider and, if deemed fit, to adopt, with or without amendment, the resolutions set out below, the details of which are more fully set out in the Circular to Shareholders dated 29 November 2013. To consider and adopt the following Resolutions: As ordinary resolutions:1. Waiver of pre-emptive rights in respect of the Seed Co Placement That in terms of the Companies Act [Chapter 24:03] and the Zimbabwe Stock Exchange Listing Requirements, the Company be and is hereby authorized to waive its pre-emptive rights in respect of the proposed issue by Seed Co of up to 37,662,481 (Thirty seven million and six hundred and sixty two thousand four hundred and eighty one) new shares to Vilmorin & Cie in two tranches as follows: i. Tranche I Placement of 10,273,048 (Ten million two hundred and seventy three thousand and forty eight) new Ordinary Shares being issued at a subscription price per share of US$0.9925 (zero comma nine nine two five United States dollars) immediately after the EGM subject to regulatory approvals; and ii. Tranche II Placement of 27,389,433 (Twenty seven million three hundred and eighty nine thousand four hundred and thirty three) new Ordinary Shares being issued under a call option to be granted on the same date of Tranche I subscription and exercisable by Vilmorin & Cie within one year of concluding Tranche I at a price per share of US$1.0921 (one comma zero nine two one United States dollars). The above resolution is necessary to facilitate the partnership and investment into Seed Co by Vilmorin & Cie. 2. Rights Offer That, in terms of Article 3 of the Company's Articles of Association, the Directors of the Company be and are hereby authorized to raise US$15.1 million by offering 560,831,770 (Five hundred and sixty million eight hundred and thirty one thousand seven hundred and seventy) ordinary shares of US$0.01 (Zero comma zero one United States dollars) nominal value each in the Company's authorized but unissued ordinary share capital, to existing holders of the Company's ordinary shares as at the close of business on 20 December 2013, (the Rights Offer Record Date), at a subscription price of US$0.0270 (Zero comma zero two seven zero United States dollars) per ordinary share, on the basis of 105 (One hundred and five) Rights Offer Shares for every 100 (One hundred) ordinary shares already held as at the Rights Offer Record Date, and to issue and allot such shares as may be subscribed to pursuant to the Rights Offer to such shareholders, their renouncees, or the Underwriter or Sub-underwriters as the case may be. Partial disposal of Seed Co shares 3.1 Disposal of 20,546,096 Seed Co shares to Vilmorin & Cie That, in terms of Article 30.2 of the Company's Articles of Association, the Company be and is hereby authorized to dispose of 20,546,096 Seed Co ordinary shares to Vilmorin & Cie, representing 10% of Seed Co's issued shares post Tranche I of the Seed Co Placement with Vilmorin & Cie, at a price per share of US$0.9925 (one comma zero nine two one United States dollars) for a consideration of US$20,392,000 for the purposes of extinguishing various guarantees issued to lenders by AICO as security for borrowing by its investee companies. 3.2 Disposal of 10,149,407 Seed Co shares on the open market That, in terms of Article 30.2 of the Company's Articles of Association, the Company be and is hereby authorized to dispose of 10,149,407 Seed Co ordinary shares on the open market, representing 5% of Seed Co's issued shares post Tranche I of the Seed Co Placement with Vilmorin & Cie, at a price per share not lower than the prevailing market price at the time of the sale, for the purposes of extinguishing various guarantees issued to lenders by AICO as security for borrowing by its investee companies.

3.

4.

Disposal of excess non-core assets by Cottco That, the Company be and is hereby authorized, in terms of Article 30.2 of the Company's Articles of Association and the Zimbabwe Stock Exchange Listing Requirements, to approve the disposal by Cottco of excess non-core assets with a total market value of about US$9.9 million, on terms and conditions deemed fit by the Directors of Cottco, for the purposes of mobilizing working capital. Distribution of Seed Co shares via a dividend-in-specie That, subject to the passing of Resolutions 2 and 4 (above) and in terms of Article 40.8 of the Company's Articles of Association, the Company be and is hereby authorized to distribute to Shareholders, registered as such as of the Distribution Record Date, 24 January 2014, by way of a dividendin-specie, the 66,759,545 Seed Co ordinary shares remaining after the disposal in Resolution 4 (above) on the basis of 60.97 Seed Co shares for every 1,000 AICO shares held. The Directors are authorized to transfer from such amounts from the Company's non-distributable reserves to distributable reserves as may be necessary to enable the dividend-in-specie of Seed Co shares. Warehousing of 49.31% shareholding in Olivine Holdings (Private) Limited pending disposal That, the Directors of the Company are authorized in terms of Article 30.2 of the Company's Articles of Association to warehouse in a Trust, pending disposal, 14,179,880 Olivine Holdings (Private) Limited ordinary shares, representing the Company's entire interests in Olivine. The Trustees be and are hereby authorized in terms of the Trust Deed to dispose of the Olivine Holdings (Private) Limited shares on terms and conditions they deem fit and distribute net of relevant taxes any disposal proceeds to the Company's shareholders registered as such as of the Distribution Record Date.

5.

6.

31

APPENDIX VIII: NOTICE OF EXTRAORDINARY GENERAL MEETING As a special resolution:Change of Company name That on conclusion of this EGM, the Company name be and is hereby changed from AICO Africa Limited to Cottco Holdings Limited. As an ordinary resolution:Directors' Authority to give effect to the above Resolutions That, the Directors of the Company be and are hereby authorized to do any and all such things as may generally be required or necessary to give effect to the above Resolutions. For and on behalf of Board of Directors AICO Africa Limited

7.

8.

29 November 2013

P. Manamike Company Secretary

Note: Waiver of pre-emptive rights In terms of Section 5.82 of the ZSE Listing Requirements, Ordinary Resolution 1 (above) will be subject to an 85% majority vote cast in favour of the Resolution by Members present or represented by proxy.

32

APPENDIX VIII: FORM OF PROXY

(A public company incorporated in the Republic of Zimbabwe under company registration number 20924/2008)

A form of proxy, in which are set out the relevant instructions for its completion, is attached hereto, for use by such shareholder of the Company who is unable to attend the EGM but who wishes to be represented thereat. Completion of a form of proxy will not preclude such shareholder of the Company from attending and voting (in preference to the appointed proxy) at the EGM. The instrument appointing a proxy and the authority (if any) under which it is signed must be received by the Company's transfer secretaries or at the Company's Registered Offices (Attention the Company Secretary) at the addresses given below no later than 48 (Forty-eight hours) before the time appointed for the holding of the EGM.

OFFICE OF THE TRANSFER SECRETARIES First Transfer Secretaries No. 1 Armagh Avenue Off Enterprise Road Eastlea Harare Zimbabwe

REGISTERED OFFICE OF THE COMPANY 1st Floor SAZ Building Northend Close Northridge Park Box BW 537 Borrowdale Harare Zimbabwe

FORM OF PROXY
(A public company incorporated in the Republic of Zimbabwe in 2008 under company registration number 20924/2008) For use by the Company's shareholders at the EGM of shareholders to be held on Friday 20 December 2013 at 11:00 hours. Each member entitled to attend and vote at the EGM is entitled to appoint one person as his proxy, who need not be a member of the Company, to attend, speak and vote in his/her stead at the EGM.

I/We (Name in block letters) Of

Being the holder of

shares in the Company hereby appoint

1.

of

or failing him/her

2.

of

or failing him/her

3. the Chairman of the EGM As my/our proxy to act for me/us at the EGM for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat, and at each adjournment or postponement thereof, and to vote for and/or against the resolutions and/or abstain from voting in respect of the shares in the issued share capital of the Company registered in my/our name (see note 2) in accordance with the following instructions:

33

APPENDIX VIII: FORM OF PROXY

RESOLUTIONS
For 1. As an Ordinary Resolution: Waiver of pre-emptive rights in respect of the Seed Co Placement That in terms of the Companies Act [Chapter 24:03] and the Zimbabwe Stock Exchange Listing Requirements, the Company be and is hereby authorized to waive its pre-emptive rights in respect of the proposed issue by Seed Co of up to 37,662,481 (Thirty seven million and six hundred and sixty two thousand four hundred and eighty one) new shares to Vilmorin & Cie in two tranches as follows: Tranche I Placement of 10,273,048 (Ten million two hundred and seventy three thousand and forty eight) new Ordinary Shares being issued at a subscription price per share of US$0.9925 (zero comma nine nine two five United States dollars) immediately after the EGM subject to regulatory approvals; and Tranche II Placement of 27,389,433 (Twenty seven million three hundred and eighty nine thousand four hundred and thirty three) new Ordinary Shares being issued under a call option to be granted on the same date of Tranche I subscription and exercisable by Vilmorin & Cie within one year of concluding Tranche I at a price per share of US$1.0921 (one comma zero nine two one United States dollars). As an Ordinary Resolution: Rights Offer That, in terms of Article 3 of the Company's Articles of Association, the Directors of the Company be and are hereby authorized to raise US$15.1 million by offering 560,831,770 (Five hundred and sixty million eight hundred and thirty one thousand seven hundred and seventy) ordinary shares of US$0.01 (Zero comma zero one United States dollars) nominal value each in the Company's authorized but unissued ordinary share capital, to existing holders of the Company's ordinary shares as at the close of business on 20 December 2013, (the Rights Offer Record Date), at a subscription price of US$0.0270 (Zero comma zero two seven zero United States dollars) per ordinary share, on the basis of 105 (One hundred and five) Rights Offer Shares for every 100 (One hundred) ordinary shares already held as at the Rights Offer Record Date, and to issue and allot such shares as may be subscribed to pursuant to the Rights Offer to such shareholders, their renouncees, or the Underwriter or Sub-underwriters as the case may be. As Ordinary Resolutions: Partial disposal of Seed Co shares Disposal of 20,546,096 Seed Co shares to Vilmorin & Cie That, in terms of Article 30.2 of the Company's Articles of Association, the Company be and is hereby authorized to dispose of 20,546,096 Seed Co ordinary shares to Vilmorin & Cie, representing 10% of Seed Co's issued shares post Tranche I of the Seed Co Placement with Vilmorin & Cie, at a price per share of US$0.9925 (one comma zero nine two one United States dollars) for a consideration of US$20,392,000 for the purposes of extinguishing various guarantees issued to lenders by AICO as security for borrowing by its investee companies. Disposal of 10,149,407 Seed Co shares on the open market That, in terms of Article 30.2 of the Company's Articles of Association, the Company be and is hereby authorized to dispose of 10,149,407 Seed Co ordinary shares on the open market, representing 5% of Seed Co's issued shares post Tranche I of the Seed Co Placement with Vilmorin & Cie, at a price per share not lower than the prevailing market price at the time of the sale, for the purposes of extinguishing various guarantees issued to lenders by AICO as security for borrowing by its investee companies. Disposal of excess non-core assets by Cottco That, the Company be and is hereby authorized, in terms of Article 30.2 of the Company's Articles of Association and the Zimbabwe Stock Exchange Listing Requirements, to approve the disposal by Cottco of excess noncore assets with a total market value of about US$9.9 million, on terms and conditions deemed fit by the Directors of Cottco, for the purposes of mobilizing working capital. As an Ordinary Resolution: Distribution of Seed Co shares via a dividend-in-specie That, subject to the passing of Resolutions 2 and 4 (above) and in terms of Article 40.8 of the Company's Articles of Association, the Company be and is hereby authorized to distribute to Shareholders, registered as such as of the Distribution Record Date, 24 January 2014, by way of a dividend-in-specie, the 66,759,545 Seed Co ordinary shares remaining after the disposal in Resolution 3 (above) on the basis of 60.97 Seed Co shares for every 1,000 AICO shares held. The Directors are authorized to transfer from such amounts from the Company's non-distributable reserves to distributable reserves as may be necessary to enable the dividendin-specie of Seed Co shares. Warehousing of 49.31% shareholding in Olivine Holdings (Private) Limited pending disposal That, the Directors of the Company are authorized in terms of Article 30.2 of the Company's Articles of Association to warehouse in a Trust, pending disposal, 14,179,880 Olivine Holdings (Private) Limited ordinary shares, representing the Company's entire interests in Olivine. The Trustees be and are hereby authorized in terms of the Trust Deed to dispose of the Olivine Holdings (Private) Limited shares on terms and conditions they deem fit and distribute net of relevant taxes any disposal proceeds to the Company's shareholders registered as such as of the Distribution Record Date. As a Special Resolution: Change of Company name That on conclusion of this EGM, the Company name be and is hereby changed from AICO Africa Limited to Cottco Holdings Limited. As an Ordinary Resolution: Directors' Authority to give effect to the above Resolutions That, the Directors of the Company be and are hereby authorized to do any and all such things as may generally be required or necessary to give effect to the above Resolutions. Number of Votes Against Abstain

i.

ii.

2.

3 3.1

3.2

Every person present and entitled to vote at the EGM shall, on a show of hands, have one vote only, but in the event of a poll, every share shall have one vote. Signed at Signature(s) Assisted by me Full name(s) of signatory/ies if signing in a representative capacity (see note 2)(please use block letters). on 2013

34

APPENDIX VIII: FORM OF PROXY

Notes to the form of proxy

INSTRUCTIONS FOR SIGNING AND LODGING THIS FORM OF PROXY 1. A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder's choice in the space provided, with or without deleting the Chairman of the EGM, but any such deletion must be initialled by the shareholder. The person whose name appears first on the form of proxy will, unless his/her name has been deleted, be entitled to act as proxy to the exclusion of those whose names follow. A shareholder's instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by that shareholder in the appropriate space/s provided as well as by means of a cross whether the shareholder wishes to vote, for, against or abstain from the resolutions. Failure to comply with the above will be deemed to authorize the proxy to vote or abstain from voting at the EGM as he/she deems fit in respect of all the shareholder's votes exercisable threat. A shareholder or his/her proxy is not obliged to use all the votes exercisable by the shareholder or by his/her proxy, or cast them in the same way. A deletion of any printed matter and the completion of any blank spaces need not be signed or initialled. Any alteration or correction must be initialled by the signatory/ies. The Chairman shall be entitled to decline to accept the authority of a person signing the proxy form: i. ii. under a power of attorney on behalf of a company unless that person's power of attorney or authority is deposited at the offices of the Company's transfer secretaries, or the Registered Office of the Company, not less than 48 hours before the meeting.

2.

3.

4.

5.

If two or more proxies attend the meeting then that person attending the meeting whose name appears first on the proxy form and whose name is not deleted, shall be regarded as the validly appointed proxy. When there are joint holders of shares, any one holder may sign the form of proxy. In the case of joint holders, the senior who tenders a vote will be accepted to the exclusion of other joint holders. Seniority will be determined by the order in which names stand in the register of members. The completion and lodging of this form of proxy will not preclude the member who grants this proxy form from attending the EGM and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should such member wish to do so. In order to be effective, completed proxy forms must reach the Company's transfer secretaries or the Registered Office of the Company not less than 48 hours before the time appointed for the holding of the EGM. Please ensure that name(s) of the member(s) on the form of proxy and the voting form are exactly the same as those on the share register. Please be advised that the number of votes a member is entitled to be determined by the number of shares recorded on the share register 48 hours before the time appointed for the holding of the meeting. OFFICE OF THE TRANSFER SECRETARIES First Transfer Secretaries No. 1 Armagh Avenue Off Enterprise Road Eastlea Harare Zimbabwe REGISTERED OFFICE OF THE COMPANY 1st Floor SAZ Building Northend Close Northridge Park Box BW 537 Borrowdale Harare Zimbabwe Telephone 263-4-853054-6

6.

7.

8.

9. 10.

35

31.

APPENDIX IX: LETTER OF ALLOCATION AND FORM OF RENUNCIATION/SPLITTING

(A public company incorporated in the Republic of Zimbabwe under company registration number 20924/2008)

RENOUNCEABLE LETTER OF ALLOCATION (LA) An offer is hereby made to Ordinary Shareholders in AICO (Shareholders), who were registered as such as at the close of business on Friday 20 December 2013 (Rights Offer Record Date), to subscribe for 560,831,770 (Five hundred and sixty million eight hundred and thirty one thousand seven hundred and seventy) Ordinary Shares of a nominal value of US$0.01 each in the company's authorized share capital to existing holders of the Group's ordinary shares, at a subscription price of US$0.0270 (Zero comma zero two seven zero United States dollars) per Rights Offer, in the ratio of in the ratio of 105 (One hundred and five) new Ordinary Shares for every 100 (One hundred) Shares held in AICO. This offer should be read in conjunction with the circular to AICO Shareholders detailing the terms and conditions of the Rights Offer dated 29 November 2013 (Circular). IF YOU HAVE RECENTLY SOLD ALL OR PART OF YOUR AICO SHARES, PLEASE SIGN SECTION B OF THIS LA OVERLEAF AND DELIVER THIS DOCUMENT TO THE BROKER OR AGENT THROUGH WHOM YOU SOLD YOUR AICO SHARES. 1. General The LA overleaf is a valuable document in that you can sell it via your stockbroker through the Zimbabwe Stock Exchange, even though you have not paid any money for the Rights Offer Shares being offered to you. Allocation In terms of the Circular, AICO has offered you the right to subscribe at US$0.0270 (Zero comma zero two seven zero United States dollars) per Rights Offer Share for that number of Rights Offer Shares in AICO shown overleaf. The Rights Offer Shares you have been allocated are based on the number of ordinary shares registered in your name at the close of business on Friday 20 December 2013, in the ratio of 105 (One hundred and five) new Ordinary Shares for every 100 (One hundred) Ordinary Shares held in AICO. Courses of Action 3.1 Subscribe for all the shares offered (ACCEPTANCE) In this case you should return this document without endorsement to FIRST TRANSFER SECRETARIES (PRIVATE) LIMITED, Harare, together with an authentic electronic transfer form/RTGS or a bank certified deposit slip as proof of payment for the amount shown in the relevant section overleaf. 3.2 Sell your rights (RENUNCIATION) In this case, you should renounce your right to accept the Rights Offer Shares offered to you and sell your rights, via a stockbroker. This you can do by signing at the bottom of Section B of the form overleaf and by sending it to your stockbroker with your instructions to sell the rights. Neither the Company nor its agents shall be obliged to investigate whether the LA has been properly signed. If the rights are subsequently sold, and the person purchasing the rights wishes to subscribe for the Rights Offer Shares shown overleaf, he, she or his or her agent must complete Section C of the form overleaf and the provisions of paragraph 3.1 shall apply in the same way as it applies to the other sections. 3.3 Splitting your rights In this case, you should accept a portion of the Rights Offer Shares and transfer your right to subscribe for the balance in favour of a named or unnamed person, or simply take up a portion and not sell the other portion in which case the Shares will be taken up by the underwriter. Timetable Rights Offer opens - 09:00 hours Monday 30 December 2013 Dealing in LA's commences Monday 30 December 2013 Last day for dealings in LA's - 16:00hrs Wednesday 22 January 2014 Latest time for splitting LA's - 16:00hrs Thursday 23 January 2014 Rights Offer closes - 16:00hrs Friday 24 January 2014 Expected Date of Registering Rights Offer Shares Monday 10 February 2014 Signatures All alterations on/to Sections B and C must be authenticated by a full signature of the Shareholder and joint renunciations must be signed by all the Shareholders concerned. New share certificates New share certificates will be posted from Monday 10 February 2014 to the appropriate address recorded overleaf, unless specific instructions to the contrary are given in writing by the person(s) concerned. Discrepancy If the payment you make is less than it should be, you will still be allotted that number of Rights Offer Shares for which the payment is sufficient. Offshore/ Foreign Shareholders Payments must be made through telegraphic transfer, cheque or bank draft, in favour of AICO Rights Offer drawn in the currency of the United States dollars. Letters of Allocation should be forwarded to FIRST TRANSFER SECRETARIES (PRIVATE) LIMITED accompanied by proof of payment. LAs in favour of Shareholders whose registered addresses are outside Zimbabwe have been endorsed as required in terms of the prevailing Exchange Control Regulations. In the event of any queries, foreign Shareholders are requested to contact the Company Secretary, AICO Africa Limited, Telephone +263-4-853 054-6 or Fax +263-4-850 705.

2.

3.

4.

5.

6.

7.

8.

36

APPENDIX IX: LETTER OF ALLOCATION AND FORM OF RENUNCIATION/SPLITTING (continued)

(A public company incorporated in the Republic of Zimbabwe under company registration number 20924/2008)

RENOUNCEABLE LETTER OF ALLOCATION: This document is valuable and may be traded on the Zimbabwe Stock Exchange or renounced freely. Please read the instructions and notes in this Letter of Allocation in conjunction with the Rights Offer Circular dated 29 November 2013 to which it relates. If you are in any doubt as to the action to be taken, you should contact your stockbroker, bank manager or other professional advisor. A. Letter of Allocation number B. Shareholder name and address

Number of fully paid AICO Ordinary Shares of US$0.01 nominal value each registered in your name at the close of business on 20 December 2013

Number of AICO Rights Offer Shares of US$0.01 nominal value each which can be subscribed for at US$0.0270 each

Amount payable for the Rights Offer Shares by 10:00 hours Friday 24 January 2014

C. Exchange Control endorsement:

D. Acceptance If you wish to subscribe for these Rights Offer Shares which have been offered to you, simply return this Letter of Allocation to First Transfer Secretaries (Private) Limited, No. 1 Armagh Avenue, Off Enterprise Road, Eastlea, (P.O. Box 11), Harare, together with your proof of payment in the form of a bank stamped RTGS form or bank certified deposit slip in favour of AICO Rights Offer. The Bank details for RTGS Payments or cash deposits are: Bank: Account name: Account number: Branch: Swift code: Details: NMB Bank Limited AICO AFRICA LIMITED 3100 84387 Southerton NMBLZHX Rights Offer Proceeds

The completed Letter of Allocation and proof of payment should be received by First Transfer Secretaries (Private) Limited by no later than 16:00hours on 24 January 2014. BY SIGNING THIS FORM, YOU UNDERSTAND AND ACCEPT THAT SHOULD YOUR PAYMENT BE DISHONOURED, YOU WILL FORFEIT THE RIGHT TO TAKE UP THE RIGHTS OFFER SHARES AND YOU WILL HAVE NO FURTHER CLAIM WHATSOEVER AND INDEMNIFY AICO IN THIS REGARD.

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APPENDIX IX: LETTER OF ALLOCATION AND FORM OF RENUNCIATION/SPLITTING (continued) E. Form of Renunciation/Splitting

(To be completed by the Shareholder named in section B above if the right to subscribe for Rights Offer Shares is to be renounced or if this letter is to be split)

TO:

The Directors AICO Africa Limited I/ We, the shareholder(s) named above, hereby renounce my/ our right to subscribe for the Rights Offer Shares allocated to me/us stated above in favour of the person(s) signing the registration application form (Section I) in relation tom such shares. Signature If this letter is to be split, please give details in the space provided below: Details of split required: 1. Date

2.

3.

F.

Registration Application Form


(To be completed by the person(s) to whom the right has been renounced or his/her/their agent). (Please print)

First Name(s): Surname or name of corporate body: Address:

TO: The Directors AICO Africa Limited I/We the person(s) named above, confirm I/we have full legal capacity to contract and request you to allot the Rights Offer Shares covered by this Letter in my/our name(s). I/We authorize you to place my/our name(s) on the register as members of the Company in respect to the Shares so allocated, subject to the conditions set out overleaf and the Memorandum of Articles of the Company and enclose herewith my/our proof of payment. PLEASE SEND THE NEW CERTIFICATE TO ME/US/THE AGENT LODGING THIS APPLICATION.

Signature(s):

Date:

Brokers' Stamp

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