Cicular Booklet 04 12 13

8/13/2019 Cicular Booklet 04 12 13

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MEMBERS OF THE ZIMBABWE STOCK EXCHANGE

THIS CIRCULAR IS IMPORTANT ANDREQUIRES 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 SHAREHOLDERSREGARDING 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.

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


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i

CORPORATE INFORMATION

Directors:

Bekithemba L. Nkomo Non-Executive Chairman

Patrick St. L Devenish Group Chief Executive Officer

Bernard Mudzimuirema Group Finance Director

Innocent Chagonda Non-Executive Director

Catherine C. Chitiyo Non-Executive Director

Albert F. Nhau Non-Executive Director

Lawrence F. Preston Non-Executive DirectorJohn P. Rooney Non-Executive Director

Business Address and Registered Office: Financial Advisors:

1st Floor SAZ Building Corporate Excellence (Private) Limited

Northend Close 3 Drummond Chaplin Street

Northridge Park Milton Park

Box BW 537 Borrowdale Harare

Harare Zimbabwe

Zimbabwe

Transaction Legal Advisors: Auditors and Independent Reporting Accountants:Kantor & Immerman KPMG Chartered Accountants (Zimbabwe)

19 Selous Avenue Mutual Gardens

Harare 100 The Chase (West)Zimbabwe Emerald Hill

Harare

Zimbabwe

Company Secretary: Share Transfer Secretaries:

Pious Manamike First Transfer Secretaries

AICO Africa Limited No. 1 Armagh Avenue

1st Floor SAZ Building off Enterprise Road, Eastlea

Northend Close Harare

Northridge Park Zimbabwe

Box BW 537 BorrowdaleHarare

Zimbabwe

Co-Sponsoring Brokers: Co-Sponsoring Brokers:

ABC Stockbrokers Imara Edwards Securities (Private) Limited1st Floor, Heritage House Block 2, First Floor, Tendeseka Office Park

67 Samora Machel Avenue Samora Machel Avenue East, Eastlea

Harare Harare

Zimbabwe Zimbabwe


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ii

TABLE OF CONTENTS

SECTION PAGE

CORPORATE INFORMATION i

TABLE OF CONTENTS ii

DEFINITIONS iii

SALIENT FEATURES OF THE PROPOSED UNBUNDLING v

IMPORTANT DATES v

ACTION TO BE TAKEN BY SHAREHOLDERS vi

PART 1 CHAIRMAN'S LETTER TO SHAREHOLDERS1 THE PROPOSED UNBUNDLING OF THE COMPANY 1

2 THE PROPOSED UNBUNDLING TRANSACTIONS 2

3 RATIONALE FOR THE PROPOSED UNBUNDLING TRANSACTIONS 6

4 APPLICATION OF THE PROCEEDS OF THE PROPOSED CAPITAL RAISE 75 EXPENSES OF THE PROPOSED UNBUNDLING TRANSACTIONS 7

6 CONDITIONS PRECEDENT 7

7 ZSE LISTING REQUIREMENTS 7

8 RIGHTS OFFER UNDERWRITING 7

9 EFFECTS OF THE PROPOSED UNBUNDLING TRANSACTIONS 7

10 TAXATION ARISING FROM THE PROPOSED UNBUNDLING TRANSACTIONS 911 CONSEQUENCES OF THE PROPOSED UNBUNDLING TRANSACTIONS NOT GOING AHEAD 9

12 FUTURE PROSPECTS FOR THE UNBUNDLED GROUP 9

13 MATERIAL CHANGES AND EVENTS 9

14 MATERIAL CONTRACTS 10

15 FACTS AND EVENTS WHICH MAY HAVE A MATERIAL ADVERSE EFFECT ON AICO 1016 LITIGATION STATEMENT 10

17 DIVIDEND POLICY 10

18 WORKING CAPITAL ADEQUACY STATEMENT 10

19 DIVIDEND POLICY 10

20 DOCUMENTS AND CONSENTS AVAILABLE FOR INSPECTION 10

21 DIRECTORS' RECOMMENDATIONS 10

22 DIRECTORS RESPONSIBILITY STATEMENT 11

PART 2 APPENDICES 12

23 INFORMATION ON AICO APPENDIX I

24 REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON THE FINANCIAL

INFORMATION OF AICO AFRICA LIMITED FOR THE YEAR ENDED 31 MARCH 2013 APPENDIX II

25 THE INDEPENDENT REPORTING ACCOUNTANTS REPORT ON THE CONSOLIDATED

UNAUDITED PRO FORMAFINANCIAL INFORMATION OF AICO AFRICA LIMITED APPENDIX III

26 UNAUDITED CONSOLIDATED PRO FORMASTATEMENT OF FINANCIAL POSITION OF AICO APPENDIX IV

27 TERMS AND CONDITIONS OF THE RIGHTS OFFER APPENDIX V

28 TABLE OF RIGHTS OFFER ENTITLEMENTS APPENDIX VI

29 DETAILS OF UNDERWRITER APPENDIX VII

30 NOTICE OF EXTRAORDINARY GENERAL MEETING AND FORM OF PROXY A PPENDIX VIII

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


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iii

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 ABC Stockbrokers (Private) Limited, the Co-Sponsoring Brokers to AICO in connection with the proposed Unbundling;

AGM Annual general meeting of the shareholders of AICO;

AICO or the Company or AICO Limited, an investments holding company whose principal subsidiary and associate companiesthe Group include Seed Co Limited, The Cotton Company of Zimbabwe Limited, Olivine Holdings (Private) Limited;

AMA The Agricultural Marketing Authority of Zimbabwe;

Articles The Articles of Association of AICO;

Board or Directors The Board of Directors of AICO;

CGA The Cotton Ginners' Association of Zimbabwe;

Circular or Document 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;

Closing Date The date on which the Rights Offer closes, being 16:00 hours on Friday 24 January 2014;

Companies Act The Companies Act (Chapter 24:03) of Zimbabwe, as amended;

Corporate Excellence or Corporate Excellence (Private) Limited, the Financial Advisors to AICO in connection with the proposed

Financial Advisors Unbundling;

Cottco The Cotton Company of Zimbabwe Limited, a wholly-owned subsidiary of AICO;

Deeds of Settlement 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;

Disposal of Olivine 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 Deloitte & Touche Chartered Accountants (Zimbabwe);

Distribution of Seed Co 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;

Distribution Record Date 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;

EGM 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;

EGM Notice or Notice 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;

"EGM Record Date" The last date on which a Shareholder of AICO must be recorded in the register of AICO Shareholders in order to participateat the EGM;

Exchange Control Regulations Exchange Control Regulations prevailing in Zimbabwe from time to time;

FCA Foreign currency account;

Form of Proxy 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;

FTS First Transfer Secretaries (Private) Limited, AICO's share transfer secretaries;

GoZ The Government of the Republic of Zimbabwe;

IES Imara Edwards Securties (Private) Limited, the Co-Sponsoring Brokers to AICO in connection with the

proposed Unbundling;

Kantor & Immerman Kantor & Immerman Legal Practitioners, the Legal Advisors to AICO in connection with the proposed

Unbundling;

KPMG KPMG Chartered Accountants (Zimbabwe), the Auditors and Independent Reporting Accountants to AICO;


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Letter of Allocation or LA The Letter of Allocation in respect of the Rights Offer which is attached hereto as Appendix IX.

Last Practicable Date The last practicable date for the purpose of finalisation of the Circular, being 22 November 2013;

MoU Memorandum of understanding;

NAV Net asset value;

Non-resident Shareholder AICO Shareholders with non-resident status in terms of Exchange Control Regulations of Zimbabwe;

Olivine Olivine Holdings (Private) Limited, a company in which AICO has a 49.31% shareholding interest;

Opening Date The date on which the Rights Offer opens and LAs are listed on the ZSE, being 09:00 hours on Monday 30 December

2013;

RBZ or Central Bank The Reserve Bank of Zimbabwe;

Resident Shareholder AICO Shareholders with resident status in terms of Exchange Control Regulations of Zimbabwe;

"Resolutions" The resolut ions in terms of which the proposed Unbundling and Rights Offer will be effected, which resolut ions are

contained in the Notice included in this Circular;

Rights Offer 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;

Rights Offer Shares The additional 560,831,770 AICO Shares to be offered to Shareholders in terms of the Rights Offer;

Rights Offer Record Date 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;

Sale of Seed Co shares 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 Seed Co Limited, a subsidiary of AICO;

Seed Co Tranche I Placement 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;

Seed Co Tranche II Placement 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;

Shareholders or Members Holders of Ordinary Shares of AICO;

Shares or Ordinary Shares The Ordinary Shares of AICO;

Trust 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;

Trustees 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 theDistribution Record Date;

Unbundling 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;

Underwriter NMB Bank Limited, a registered Zimbabwean commercial bank;

US$ United States Dollar, the legal tender of the United States of America in which certain monetary amounts in this Circular

are expressed;

Vilmorin & Cie 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;

Zimbabwe The Republic of Zimbabwe;

ZIMRA The Zimbabwe Revenue Authority;

ZSE Listing Requirements The Listings Requirements of the ZSE; and

ZSE The Zimbabwe Stock Exchange constituted in terms of the Securities Act (Chapter 24:25) of 2004.

iv


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v

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-in-

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 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 theCompany 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 31 March

2013 2012

Income statement highlights: US$ 000's US$ 000's

(Loss)/profit before taxation (537) 18,073

Income tax expense (1,538) (2,716)

(Loss)/profit after taxation - continuing operations (2,075) 15,357

(Loss) after tax from discontinued operations (16) (509)

(Loss)/profit for the year (2,091) 14,848

Attributable to:

Equity holders of the parent (6,711) 6,156

Minority interests 4,620 8,692

(2,091) 14,848

Equity position highlights:

Share capital 5,341 5,341

Capital reserves 21,190 26,515

Retained earnings 46,777 51,695

Equity attributable to equity holders of the parent 73,308 83,551

Non-controlling interest 39,944 41,243

Total equity 113,252 124,794


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vi

IMPORTANT DATES

The attention of Shareholders is drawn to the important events and dates of occurrences stated in the table below:

Event Date

Last Practical Date Friday, November 22, 2013

Abridged circular to Shareholders and EGM Notice published Friday, November 29, 2013

Circular posted to Shareholders Friday, December 06, 2013

EGM Record Date for purposes of being entitled to vote at the EGM (10:00 hours) Wednesday, December 18, 2013

Last date for lodging Proxy Forms relating to the EGM (10:00 hours) Wednesday, December 18, 2013

EGM (11:00 hours) Friday, December 20, 2013

AICO Share Register closes (16:00 hours) Friday, December 20, 2013Rights Offer Record Date for being eligible to participate in the Rights Offer (16:00 hours) Friday, December 20, 2013

Publication of the results of the EGM Tuesday, December 24, 2013

Rights Offer Opening Date Monday, December 30, 2013

Securities listed ex-rights, dealing in LAs commences Monday, December 30, 2013

LAs mailed to Shareholders Monday, December 30, 2013

Last day of dealing in LAs (16:00 hours) Wednesday, January 22, 2014

Last day of splitting LAs (16:00 hours) Thursday, January 23, 2014

Rights Offer Closing Date Last day for payment (16:00 hours) Friday, January 24, 2014

Distribution Record Date and Share Register closes for the purposes of determining Seed Co shares'

dividend-in-specie recipients & Trust beneficiaries Friday, January 24, 2014

Results of the Rights Offer published and Underwriter notified of obligation Tuesday, January 28, 2014

Dividend-in-specie of Seed Co shares distributed to Shareholders and Seed Co Share Register updated Monday, February 03, 2014

Rights Offer Shares issued and listed 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.


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1

(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. THE PROPOSED UNBUNDLING OF THE COMPANY

1.1 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 Groupand exit Olivine in order to unlock shareholder value.

The proposed Unbundling wil l 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 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. 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 theTrustees. 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 f inancial 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

PART 1: CHAIRMAN'S LETTER TO SHAREHOLDERS


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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.

1.4 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 Amount US$'000

Cottco-AICO guaranteed debt 42,344

Add: Olivine-AICO guaranteed debt cash cover 1,263 Cottco staff rationalisation 2,500

Winding down & transaction costs 4,000

Total funding requirements 50,107

Proceeds from 10% Seed Co sale (20,392)

Proceeds from 5% Seed Co sale (10,073)

Rights Offer proceeds (15,142)

Proceeds from Cottco asset disposals (4,500)

Balance -

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:

2.1 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.

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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 millioneight 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:

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4

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 After the Rights Exact distribution Rounded distribution

dividend-in-specie table Offer entitlement entitlement

Rank Account Name AICO Shares Seed shares Seed shares

1 NSSA 243,183,167 14,826,877.67 14,826,877

2 Stanbic Nominees P/L -NNR 219,838,205 13,403,535.38 13,403,535

3 Old Mutual 170,695,132 10,407,282.18 10,407,2824 Burket Associates Limited -NNR 82,546,667 5,032,870.30 5,032,870

5 Caperal Limited -NNR 55,594,708 3,389,609.37 3,389,609

6 Standard Chartered Nominees P/L -NNR 35,026,033 2,135,537.26 2,135,537

7 Mining Industry Pension Fund 25,113,740 1,531,184.74 1,531,184

8 Fed Nominees P/L 18,336,926 1,118,002.38 1,118,002

9 Equivest Nominees P/L 17,526,350 1,068,581.56 1,068,581

10 Datvest Nominees P/L 16,809,176 1,024,855.45 1,024,855

11 Manrique Investments P/L 12,163,335 741,598.52 741,598

12 Stanbic Nominees P/L 10,302,568 628,147.58 628,147

13 Tagnel Investments P/L 8,883,335 541,616.92 541,616

14 Extern Investments P/L 7,516,667 458,291.21 458,291

15 Crisbibe Investments P/L 6,833,335 416,628.42 416,628

16 Local Authorities Pension Fund 5,749,838 350,567.62 350,567

17 ABC Stockbrokers 4,831,239 294,560.65 294,560

18 Figurent Investments P/L 4,100,000 249,977.00 249,97619 Hamburgh Investments P/L 4,100,000 249,977.00 249,976

20 Others 145,806,844 8,889,843.30 8,889,843

Rounding difference - - 11

Total 1,094,957,266 66,759,544.51 66,759,545

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.

LIST OF EXCESS ASSETS EARMARKED FOR DISPOSAL

Property Market value US$'000GinneriesGlendale 2,800Bindura 1,65 0Sanyati 1,350Mutare 1,000Sub-total 6,800Depots & sitesBanket Depot 750Mutoko Industrial Sites 107Manoti Business Centre 100

Mount Darwin 95Checheche Business Centre 93Nemangwe Business Centre 90Zhomba Business Centre 88Nembudziya Growth Point 67Tchoda Business Centre 72Mahuhwe- Muzarabani Road 52Guruve Industrial Sites 44Mutawatawa Growth Point 40Nyamaropa 40Rushinga Growth Point 40Chireya Business Centre 36Jerera 29Ngundu Business Centre 35Birchenough Bridge 25Mukumbura 25

Machaya Business Centre 24Hoya 22Mushumbi Pools 16Sidhakeni Business Centre 15Sub-total 1,901

Various residential properties 1,218

Grand total 9,919

NB: Independent professional valuation reports for the assets listed in the table above shall be available for inspection until the EGM date.


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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 waspivotal 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.

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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. RATIONALE FOR THE PROPOSED UNBUNDLING TRANSACTIONS

3.1 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 capitalto 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.

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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 Amount US$'000

Source of funds:

Proceeds from 10% Seed Co sale 20,392

Rights Offer proceeds 15,142

Proceeds from 5% Seed Co sale 10,073

Proceeds from Cottco asset disposals 4,500

Total capital raise 50,107

Application of funds:

Cottco-AICO guaranteed debt (42,344)

Olivine-AICO guaranteed debt cash cover (1,263)

Cottco staff rationalisation (2,500)

AICO winding down & transaction costs (4,000)

Balance -

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.

6. 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.

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.

8. 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 Underwriterare set out in Appendix VII.

9. 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:

9.1 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 Before the Rights After the

Rights Offer Offer Rights Offer

Issued 534,125,496 560,831,770 1,094,957,266

Unissued 965,874,504 (560,831,770) 405,042,734Authorised 1,500,000,000 - 1,500,000,000

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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 Before Unbundling After Unbundling

proposed Unbundling 31 March 2013 31 March 2013

NAV US$'000 113,252 64,682

Issued Ordinary Shares 534,125,496 1,094,957,266

NAV per Share US$ 0.2120 0.0591

9.3 Effects on shareholding structureFrom 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:

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%.

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

Company structure after Unbundling

Shareholders

AICO (100%)

Cottco(100%)

CottcoInternational

(Pty) Ltd (100%)

Exhort Enterprises(Pvt) Ltd (100%)

(Dormant)

ZambranoInvestments (Pvt)

Ltd (100%)

Olivine(49.31%)

Cottco Holdings Limited(100%)

AICO OlivineShare Holdings

Trust

Exhort Enterprises(Pvt) Ltd (100%)

(Dormant)

Olivine*(49.31%)Pendingdisposal

Seed Co*(28.68%)

Cottco(100%)

CottcoInternational

(Pty) Ltd (100%)

ZambranoInvestments (Pvt)

Ltd (100%)

Shareholders

Seed Co(49.94%)


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*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.

10. TAXATION ARISING FROM THE PROPOSED UNBUNDLING TRANSACTIONS

10.1 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.

10.2 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.

11. 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 seedcompany 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 part icipate 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 off-

take/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.

9


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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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

Yours faithfully,

For and on behalf of the AICO Board

Mr. B. L. Nkomo

Non-Executive Chairman

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11

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 Position Signed on original

Bekithemba L. Nkomo Non-Executive Chairman

Patrick St. L Devenish Group Chief Executive Officer

Bernard Mudzimuirema Group Finance Director

Albert F. Nhau Non-Executive Director

Catherine C. Chitiyo Non-Executive Director

Innocent Chagonda Non-Executive Director

Lawrence F. Preston Non-Executive Director

John P. Rooney Non-Executive Director


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12

PART 2: APPENDICIES

23. APPENDIX I: INFORMATION ON AICO

23.1 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 seedin 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:

*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 Principal activities Products Markets

Cottco Ginning of seed cotton and selling of lint Lint, ginned seed, delinted seed and linters.

and by products of the ginning process. Africa, Asia and Europe

Seed Co Development, production and selling of broad Maize, soya beans, wheat, cotton, sorghum and a Africa

acre crop seeds. variety of other crop seeds.

Olivine Manufacturing of edible oils and fats, jams and Cooking oil, margarine, candles, baked beans, Africa

marmalades, soaps, candles as well as canned laundry and bath soaps, canned foods, etc.

fruits and vegetables.

Exhort Processing of frozen vegetables. Frozen carrots, beans, peas, cauliflower, sweet Africa

corn, broccoli, etc.

Zambrano Investment vehicle for inflation hedged assets Quoted shares 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 Position Address

Bekithemba L. Nkomo Non-Executive Chairman No. 98 Arnold Way , Burnside, Bulawayo

Patrick St. L Devenish Group Chief Executive Off icer 30 Staley Road, Borrowdale, Harare

Bernard Mudzimuirema Group Finance Director 7 Bowood Road, Mount Pleasant, Harare

Innocent Chagonda Non-Executive Director 49 Cosham Avenue, Borrowdale, Harare

Catherine C. Chitiyo Non-Executive Director 3 Lyn Road, Vainona, Harare

Albert F. Nhau Non-Executive Director 17 Chamberlain Road, Greendale, North Harare

Lawrence F. Preston Non-Executive Director 5711 North Van Ness, Boulevard Fresno, 93711, California, USA

John P. Rooney Non-Executive Director 72 Orange Grove Drive, Harare

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%)


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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

Documents

Cicular Booklet 04 12 13