Science Park 400

1098 XH Amsterdam

T: +31 20 888 4379 Tel: +31 20 888 4365

info@xsml.nl

www.xsml.nl

Central Africa SME Fund

Target : USD 25,000,000

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1. Introduction: Central Africa SME Fund

2. Who are we?

3. Where do we invest?

4. Why do we invest?

5. How do we invest?

6. Fund Terms

7. Why should I invest?

CONTENTS

Selling restrictions The distribution of this document and the offer, sale and delivery of participations in the Fund in certain jurisdictions may be restricted by law. No action has been or shall be taken to permit the distribution of this document in any jurisdiction where any action would be required for such purpose or where distribution of this document would be unlawful. This document does not constitute an offer for, or an invitation to subscribe to or purchase, any participations in any jurisdiction to any person to whom it is unlawful to make such offer or invitation in such jurisdiction. Persons into whose possession this document comes are required to inform themselves about and observe any such restrictions. The Netherlands The Fund has not been registered for public offer or distribution in the Netherlands, does not require a license under the Dutch Financial Supervision Act (Wet op het financieel toezicht) and is not subject to the prudential and conduct of business supervision of the Dutch Central Bank (De Nederlandsche Bank N.V.) and the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten). United States This document is not a prospectus. This document is intended for information purposes only. Not a public solicitation to purchase or sell Securities. Please note that it should be read in conjunction with the prospectus which can be obtained by request to the Manager.

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Target: USD 25 million for investments in Democratic Republic of Congo (DRC) and Central African Republic (CAR)

1. CENTRAL AFRICA SME FUND

Cenainvest and XSML jointly manage the Central Africa SME Fund

• XSML is a Fund Manager, based in Amsterdam, the Netherlands

• Cenainvest is a Fund Manager, based in Yaoundé, Cameroon

• Over 10 years PE experience in Central Africa, including DRC and CAR

• Cenainvest made 33 investments, 6 exits and created over 13.500 jobs

• KingKuba Capital, our local fund management company established in DRC and CAR

• Cooperation with KPMG, Clifford Chance, and IFC

Investors: USD 16 million in Committed Capital

• IFC is a cornerstone investor with USD 12.5 million investment

• FMO, Dutch development bank, with USD 2.5 million investment

• Lundin for Africa, Canadian foundation, with USD 1 million investment

• First close on November 2010

USD 1.3 million Technical Assistance (TA) Facility to provide investment support

• IFC and other donors (FMO) provide TA facility for both pre- and post-investment support and support to the fund manager

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2. Who Are We?

TEAM CASF On the ground investment experience in Central Africa, including DRC and CAR

Jarl Heijstee, CFA is co-founder and Managing Partner of XSML. Jarl has over 12 years of experience in selecting, setting up, and managing investments funds in emerging markets. He has gained expertise in structuring private equity and mezzanine transactions in Africa and Latin America, with a particular focus on SME and microfinance sectors investing for FMO, the Dutch Development Bank. Prior to FMO, Jarl was a consultant with Arcadis managing private sector investment projects in Eastern Europe. When he was in ABN Amro as a portfolio manager for the Global Emerging Market Equity Fund, he was instrumental in bringing the fund into the top quartile. Most recently, Jarl was based in La Paz, Bolivia, where he was responsible for setting up and rolling out a local currency microfinance fund for Latin America and the Caribbean. Jarl holds an MA in Business Administration from the University of Groningen.

Marcel Posthuma is co-founder and Managing Partner of XSML. Marcel has over 15 years of banking experience in Africa and Asia. Marcel structured and executed mezzanine, equity and loan transactions in Asia for FMO. He gained experience with non performing Funds in Africa and acted as manager for the Asia team. Marcel was responsible for investments in SME Funds in India, Indonesia, Vietnam and China. Prior to this role he was responsible for recovery and workouts of loans and equity investments in Africa and Central Asia. Before joining FMO he has fulfilled various positions in ABN AMRO international financing operations covering Africa and South East Asia. He worked for two years in Surinam for a subsidiary of ABN AMRO in a hyper-inflation environment. Marcel graduated from the University of Leiden with an MA in Law.

Albert Bengala is the General manager of CENAINVEST. He began his professional career in 1992 at Afriland First Bank (then CCEI) as a senior staff in the Research and Investment Department (DRI), with a focus on reviewing investment projects. Two years later, he was promoted assistant Director of that Department, then Director 1995. Between 1999 and 2002, he was Director of the Investment and Development Bank and accredited as the bank’s Assistant General Manager. In 2003, he was appointed General Manager of Cenainvest. Albert serves as a member of the Board of Directors in a number of companies in the banking, insurance, and industrial sectors. Albert is a graduate from the Polytechnic School and holds a Bachelor degree in Economics ( both from the University of Yaoundé - Cameroon).

Baniara Yoyana is currently Executive Secretary of Cenainvest and General Manager of CAMTOBACO, where he manages the turnaround of the company. In the past, Baniara has served as Minister of Agriculture, Minister of Transport and Civil Aviation, Director of The Civil Cabinet, and Secretary General at the Presidency. He has been General manager of STAR, an Insurance Company operating in Chad; and served as a Board Member in several companies including BDEAC (The Development Bank of Central African States), ONPT (Telecom Company), BIAO BANK CHAD and Catholic Relief Services. He has held various position as Chief Justice in Chad, his home country. Baniara is a graduate from the Ecole Nationale de la Magistrature – France.

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2. Who Are We?

TEAM KINGKUBA CAPITAL

A joint effort from XSML and Cenainvest:

XSML & Cenainvest

• Combination of Central Africa private equity experience and global emerging markets experience

• Investment committee

• Hands-on involvement in screening & investment process

• Fund administration and Reporting under IPEV guidelines

• Management of TA Facility

• IFC / World Bank network and support

• Recovery & Restructuring Expertise

KingKuba local teams in DRC and CAR

• Network and sourcing of investments in DRC and CAR

• Due diligence and structuring of investments

• Local investment staff - hired & trained in best practices in SME investing

• Local offices in Kinshasa (DRC) and Bangui (CAR).

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2. Who Are We?

TEAM KINGKUBA CAPITAL Local presence: Offices in Kinshasa and Bangui.

Pedro Molukaka is a Senior Investment Manager at the Bangui (CAR) office. Pedro has over 25 years of experience in commercial banking and SME advisory. Pedro joined KingKuba Capital in their CAR office in 2011. He previously worked as a consultant for the Worldbank providing advisory and financial management to SMEs in CAR, preparing SMEs for investment by the IFC. Prior, Pedro worked as branch manager and SME credit officer for BIAO bank in CAR, and was head of the Credit department in CBCA overseeing all credit operations of the bank. He joined the Worldbank in 2001 as an economist.

Dieudonne Tshilengi is a Senior Investment Manager at the Kinshasa (DRC) office. Dieudonne has more than 10 years experience in the DRC in Industry (agribusiness – poultry), Audit (at the United Nations), Banking (Operations and Treasury for Standard Bank of South Africa) and Microfinance (deputy Chief of Party of the “Fond de Promotion de Microfinance” (FPM)). The FPM provides technical assistance and loans to local microfinance institutions and is part of PASMIF (a support program to the Microfinance Sector, with contributions from various multilateral and international microfinance donors. Dieudonne holds a Bachelor in Business and Administration (Belgium).

Alain Buhendwa is an Investment Officer at the Kinshasa (DRC) Office. Alain has a background in business development (Pygma Group), the construction industry (office of the general manager at Global Construct). In 2008, he joined the DRC office of the Industry Promotion Fund, where he worked until end 2010 as a projects analyst. He was in charge of projects in areas as diverse as agri-business, building materials, cement, energy, mining and detergents. Alain holds a Degree in Mechanical Engineering from the Faculte Polytechnique de Mons (Belgium).

Aaron Myers is an Investment Officer at the Kinshasa (DRC) Office. Aaron has six years of management consulting experience with the Avascent Group in Washington DC and worked on engagements for top-tier private equity firms. He assisted in starting up Avascent's M&A transaction services business and led or contributed to over 50 M&A engagements. Since 2009, he provided pro bono consulting support to the Government of South Sudan Mission to the US on issues related to trade, investment and politics. He is also a director and minority owner of a construction company in South-Sudan. Prior to joining The Avascent Group, Mr. Myers worked for the USAID's Africa Bureau and the Office of US Senator Bill Frist on matters related to development, security and politics in Sub-Saharan Africa. He also worked for a non-profit in the South Sudan during the civil conflict. Mr. Myers holds a Bachelor of Science in Foreign Service from the School of Foreign Service at Georgetown University, USA.

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3. Where Do We Invest?

DRC:

• Ninth largest country in the world (2.35 million square km) with vast natural resources (bauxite, coal, cobalt, coltan, copper, diamond, iron, natural gas, manganese, oil, tin) and nine neighbouring countries

• Population of 65 million

• USD 300 GDP per capita is one of the lowest worldwide (no. 226), after Zimbabwe (2008)

• 2010 World Bank ‘Doing Business’ survey: at spot no. 173, DRC is ranked as one of the more difficult countries

• Economic reforms since 2001, resulting in an average annual growth rate of 6% since 2005

CAR

• Agriculture & forestry are largest sectors – over 50% of GDP. Diamond trade accounts for 40% of exports - landlocked with poor infrastructure

• Population of 4.5 million

• USD 700 GDP per capita (no. 221)

• Political stability since 2005 – annual growth rates around 2-3%

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The fund invests in the Democratic Republic of Congo (DRC) and Central African Republic (CAR):

3. Where Do We Invest?

2006 2007 2008 2009 2010 2011F

Growth % 5,60% 6,30% 6,20% 2,60% 6,30% 8,70%

0,00%

1,00%

2,00%

3,00%

4,00%

5,00%

6,00%

7,00%

8,00%

9,00%

10,00%

DRC Growth %

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3. Where Do We Invest?

Pipeline Investments:

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Industry/Business Reason for investment Amount USD Country

Call center Expansion of capacity call center 200,000 DRC

Agri-business Expansion of rice, potatoes, mill for cassave

flour 500,000 DRC

Food production Expansion of nutritious porridge and other food

products (biscuits) 400,000 DRC

Agri-business Mushroom production 300,000 DRC

Consumer finance Expansion loan portfolio and systems 500,000 DRC

Plastic bottle manufacturing Expansion of bottle production and raw

materials 400,000 DRC

Palm oil production New small scale palm oil production 250,000 CAR

Dairy manufacturing New yoghurt production for low-income market 400,000 CAR

Total 2,950,000

4. Why Do We Invest in CAR & DRC?

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Both CAR & DRC provide a significant opportunity for development, healthy returns and we believe the markets so far have been undervalued

The case for DRC – provided ongoing political stability, a large, captive and underdeveloped market with limited SME PE competition. Continuing reforms of trade & tax regulation would help further development

Strengths • Vast natural resources – one of richest countries globally in

natural resources – with a captive transportation system in the form of the Congo river

• Large labor workforce / captive domestic market (65 Million people of which between 7-15 million in Kinshasa alone). Estimates of population with bigger spending power are around 600,000

• Entrepreneurial, active & eager population • In large cities as Kinshasa & Lubumbashi significant economic

activity and new construction

Weaknesses • Significant part of economy is informal – a.o. due to deficient

tax system • Poorly spread wealth distribution – a small top layer holds

large part of the wealth • Short term mentality – focus on imports & trade and “making

a quick buck” and little investment in production infrastructure

• Not easy to find adequate resources – little management bench strength developed as even larger companies are often run as one-man-shows

Opportunities • Banks do / can not finance longer than 3 years and focus on

collateral based working capital financing – longer term Capex financing is underserved

• Little / no competition in SME private equity • Almost any sector (ie construction, healthcare, infrastructure,

processing, manufacturing, distribution) is underdeveloped and the right investments can have a significant impact

• To help grow SME companies and build a middle class by better distribution of wealth

• Business environment would be helped by extension of existing government after elections in October

Threats / Risks • Regulatory & Tax system – need very strong focus on

managing revenues, returns and cash smartly • Morality and skill-set of entrepreneurs / management of

investee companies

4. Why Do We Invest in CAR & DRC?

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Both CAR & DRC provide a significant opportunity for development, healthy returns and we believe the markets so far have been undervalued

The case for CAR – a smaller economy that would benefit from intelligent investments in agricultural and technology infrastructure

Strengths • Vast natural resources, a.o. timber, diamonds and gold • Large agricultural land available

Weaknesses • Significant part of economy is informal • Poorly spread wealth distribution – a small top layer holds

large part of the wealth • Short term mentality – focus on imports & trade and “making

a quick buck” and little investment in production infrastructure

• Not easy to find adequate human resources – little management bench strength developed as even larger companies are often run as one-man-shows

Opportunities • Banks do / can not finance longer than 3 years and focus on

collateral based working capital financing – longer term Capex financing is underserved

• No competition in SME private equity • Almost any sector (ie construction, healthcare, infrastructure,

processing, manufacturing, distribution) is underdeveloped and the right investments can have a significant impact

• To help grow SME companies and build a middle class by better distribution of wealth

Threats / Risks • Regulatory & Tax system – need very strong focus on

managing revenues, returns and cash smartly • Morality and skill-set of entrepreneurs / management of

investee companies

4. Why Do We Invest?

The poorest people in the most challenging business climate

CAR and DRC are at the very bottom of UNDP’s Human Development Index and IFC’s Doing Business Index:

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5. How Do We Invest?

From pipeline to final investments

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PRE-SCREENING

SCREENING

DUE DILIGENCE

INVESTMENT

• Market Attractiveness • Company Strategy • Growth stage

• Terms & Conditions • Exit structure

• Management • ESG, Impact • Financial Analysis and Valuation

• Legal & tax

5. How Do We Invest?

Due Diligence

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• Quality of the Sponsor /Shareholder

Checks on background, reputation and track record

• Company strategy and market attractiveness

Sector analysis on a domestic and regional basis, company operations and value, market positioning, profitability, competition, and growth prospects

• Exit Options

Predominantly self-liquidating instruments - exits through MBO, put options, and trade sales

• Cash Flow Analysis

Analysis of historical and projected cash flows and verification of all key assumptions

• Capital Structure

Tailored to investment’s risk/return profile

• Valuation

Entry and exit, benchmarking versus listed companies and recent market transactions

• ESG

Verification of environmental and social impact - corporate governance

• Legal and Tax

Including verification of any legal and/or tax liabilities

5. How Do We Invest?

Strategy

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• Local offices in DRC and CAR

• Hands-on approach with frequent on the ground contacts

• Maximum investment amount of USD 500.000 per SME

• Mezzanine / quasi-equity instruments

• Maximum 30% in one sector

• Committed USD 1.1 million from IFC for TA facility to provide business advisory services.

5. How Do We Invest?

TA Facility & IFC SME support programs

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• USD 1.3 million from IFC, to be expanded by other donors and investors;

• Pre-investment TA: Business plan, technical feasibility and support, value chain analysis, financial reporting;

• Post-investment TA: Corporate governance, strategic planning, human resource, (recruitment/training), finance/accounting, tax/legal, technology and reporting;

• IFC SME program: SME Toolkit, Business Edge, develop local business advisory services;

• IFC CASA (Conflict Affected States of Africa Initiative): Improve the business climate, unlock the growth of priority sectors and add value to investment projects.

6. Fund Terms

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Term

• 10 years plus 2 times 1 year extension

• 5 year commitment period & 5 year holding period

• First close 5 Nov 2010 with Total Committed Capital of USD 16 million

• Final close on 5 Nov 2011 at target USD 25 million

Management Fee

• 4.25% fee over total committed capital during 5 year commitment period (4% fund size > 20 million)

• 4.25% fee over net invested capital during 5 year holding period

Carried interest

• 20% carried with 4% hurdle rate

Other Fund costs

• 1% Closing fee to cover legal and establishment costs of fund

7. Why should I invest?

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First mover advantage

• First and only fund manager on the ground in DRC and CAR

• Local offices with quality local team

High Economic Growth and Impact

• Benefit from high economic growth (> 8%)

• Invest in one of the poorest and challenging environments in Africa

• Congo is crucial in Africa’s development and stability

Team

• 35+ years combined experience in private equity investing in emerging markets

• Private equity experience in Central Africa

• Strong international and local team

Join our Committed Investors

• IFC

• FMO

• Lundin for Africa

Impact Investing

For further information, please contact:

Jarl.Heijstee@xsml.nl +31 6 3405 3236

Marcel.Posthuma@xsml.nl +31 6 1088 6294

Albert.Bengala@cenainvest.com +237 777 13100

www.xsml.nl

www.cenainvest.com