STRICTLY CONDFIDENTIAL TEASER ISO 9001: 2000 VITAL PRODUCTS LIMITED RC: PREPARED BY FINANCIAL ADVISER/ISSUING HOUSE:

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1 STRICTLY CONDFIDENTIAL TEASER ISO 9001: 2000 VITAL PRODUCTS LIMITED RC: PREPARED BY FINANCIAL ADVISER/ISSUING HOUSE: JULY 2008

2 INTRODUCTION BACKGROUND Vital Products Limited was incorporated under the laws of the Federal Republic of Nigeria in The Company commenced operations as a manufacturer and distributor of fruit drinks and non-alcoholic beverages. Today the company stands as a company of repute in the Food and Beverage Industry. The company also pioneered the processing and packaging of Tomato Paste in 70gm sachet and also introduced the concept of Tomato Paste which was completely developed indigenously. Over the years, the company has built up a reputation as one of the most innovative indigenous companies in Nigeria, specializing in the manufacture of natural, healthy drinks made from fresh fruits. The company in fulfilment of its mission of pursuit of excellence was certified by Standards Organization of Nigeria (S.O.N) as having fulfilled the requirements for the award of the prestigious ISO 9001:2000 quality management system certificate in MAJOR MILESTONES 2007 Enugu Branch opened. Gas Generator installed for continuous power supply. Additional lines installed for packing Vitali Tomato Paste 1996 Incorporated as Majes Nigeria Limited and changes name to Vital Products Limited 2002 Business expanded to Northern part of country Kano branch opened 2004 Zico Launched 2005 Energy plus Energy Drink launched Buys propertyat Ogba, Ikeja 2001 First Plant commissioned and Vitavite Multivitamin Fruit Drink launched 2003 New ultramodern machine installed with inbuilt mechanism for providing straw inside the pack 2006 ISO certificate awarded to Vital Products Vitali Tomato Paste launched. First tomato paste in sachet produced locally To commence new lines for producing Beverages in October THE BUSINESS Vital Products has invested substantially in the fruits and vegetable processing industry which has assisted it in developing a portfolio of products of this type. The company has, as a part of its plans for expansion, procured a multimillion naira machine solely for the production of processed tomatoes and other food seasoning such as ginger and garlic - Individual Quick Freezing technology. Individual Quick Freezing technology ensures that food products pass through the temperature zone of -5Oc to -40OC very quickly; leaving very low and safe microbial counts which ensures that food is free of harmful bacteria and safe for consumption. This facility allows the company to process mangoes and pineapples to pulp and freeze which allows it tap into the vast potentials to export processed fruits. 2 P age

3 TRANSACTION SUMMARY ISSUER VITAL PRODUCTS LIMITED ( VITAL OR THE COMPANY ) SHARE CAPITAL Authorised N1,200,000,000 made up of 2,400,000,000 Ordinary Shares of 50 kobo each Issued and Fully Paid N761,602,180 made up of 1,523,204,360 Ordinary Shares of 50 kobo each Now being Offered 650,000,000 Ordinary Shares of 50 kobo each PURPOSE OF THE OFFER This private placement is being undertaken to ensure the implementation of the strategic business development of the Company within the context of enabling it position itself to take advantage of emerging opportunities in the industry. UTILIZATION OF NET OFFER PROCEEDS The estimated net proceeds of the Offer amounting to N1,542,202,262 after deducting the cost of the private placement, estimated at N82,797,738 (representing 5.1% of gross proceeds) will be utilised as follows: Activity N % METHOD OF OFFER Part Repayment of outstanding loans 616,880,905 40% Working Capital 462,660,679 30% Investments in Fixed Assets 308,440,452 20% Expansion of Product Lines 154,220,226 10% Private Placement 1,542,202, % OFFER PRICE N2.50 per share PAYMENT Payable in full on application OPENING DATE July 18, 2008 CLOSING DATE August 01, 2008 UNITS OF SALE Minimum of 100,000 Ordinary Shares and in multiples of 20,000 thereafter. However, the Directors may allot shares to prospective investors who are staff or other stakeholders of the Company and who wish to subscribe for less than the minimum units of sale. STATUS The shares being offered for subscription rank pari-passu in all respects with the issued Ordinary Shares of the Company. INDEBTEDNESS As at the date of the Memorandum, the Company had no outstanding debentures, mortgages, loans, charges or similar indebtedness or material contingent liabilities or other similar indebtedness, other than in the ordinary course of business. QUOTATION The shares of Vital Products Limited are not currently listed on the floor of The Nigerian Stock Exchange (NSE), however, the company intends to list its issued shares, by Introduction before the end of second quarter P age

4 CLAIMS AND LITIGATIONS As at the date of this memorandum, there were only two (2) suits instituted against the Company. There does not appear to be any pending litigation. The Solicitors to the Placement are of the opinion that neither of these claims is likely to have any material adverse effects on the Company and the Private Placement. UNDERWRITING The Offer will not be underwritten. INDEBTEDNESS As at the date of the Memorandum, the Company had no outstanding debentures, mortgages, loans, charges or similar indebtedness or material contingent liabilities or other similar indebtedness, other than in the ordinary course of business. FOREIGN INVESTORS Foreign investors are allowed to participate in the Private Placement. Payments for investment in the Private Placement must be made by bank transfer or by the issuance of cheques that are to be domiciled with the Receiving Bank. The applicable exchange rate will be the official exchange rate ruling at the time of such payment. SHARE CERTIFICATES Share certificates in respect of the shares allotted will be sent by registered post no later than 15 days from the date of allotment approval by the Board of Vital Products Limited. FINANCIAL SUMMARY Turnover (N Millions) Profit After Tax (N Millions) Total Assets (N Millions) 3,253 2, ,234 2, ,057 1, FORECAST HIGHLIGHTS (44.4) Year ending 31st March =N='000 =N='000 =N='000 =N='002 =N='004 Revenue 3,040,600 3,438,250 3,994,200 4,551,000 5,160,200 Gross Profit 732, ,600 1,022,580 1,193,400 1,375,480 Profit before Tax 512, , , , ,778 Taxation (53,035) (81,513) (96,541) (112,054) (140,687) Profit after Tax 459, , , , ,091 4,551 5,160 CAGR: 110% 3,041 3,438 3,994 27% 27% Profit Margin Average: 25% 25% 26% 17% CAGR: 141% P age

5 OFFER STATISTICS Year ending 31st March Forecast earnings per share-weighted (Naira) Forecast earnings per share-fully diluted(naira) Forecast price/earnings ratio-weighted (X) Forecast price/earnings ratio-fully diluted (X) Forecast dividend per share (Naira) Earnings per share and Price/Earnings Ratio (Fully Diluted) are based on 2,173,204,360 ordinary shares of 50kobo each expected to be in issue for 2008, 2009, and Earnings per share and Price/Earnings Ratio (weighted) are based on 1,848,204,360 weighted ordinary shares of 50 kobo each for March 31, 2008, while 2009 and 2010, are based on 2,173,204,360 ordinary shares of 50 kobo each that will be in issue upon completion of the private placement. Dividend per share is based on 2,173,204,360 ordinary shares expected to be in issue for 2008, 2009 and KEY INVESTMENT HIGHLIGHTS IMPROVING MACRO ENVIRONMENT Attractive macro-economic environment in Nigeria strengthened by high oil revenues, continued steady progress with economic and institutional reforms, growing reserves and greater fiscal prudence GDP growth in Nigeria has averaged 6.3% over the past three years, and is expected to grow by an average of 5.1% over the next 3 years, with GDP growth in the non-oil sector expected to grow at a greater pace over the same period. POSITIVE OUTLOOK FOR THE FOOD AND BEVERAGE INDUSTRY Government's increased focus on key sectors like the non-oil sector, combined with growth in other key sectors as Telecoms and Building and Construction, have boosted non-oil sector earnings and growth in the food and beverage industry The advent of democratic rule and Nigeria s improving profile internationally has resulted in renewed interest to explore new business opportunities by foreign corporations which has resulted in significant inflow of foreign direct investments into the country, from the telecommunications to the manufacturing sectors Recently, the unprecedented rise in the urbanization rate in Nigeria has outstripped the global average, hence rapidly increasing the middle-income earners pent-up demand for accommodation, food and social services. The industry shows a relatively stable performance through-out the business cycle, with considerable growth in boom periods and decline in profitability in more adverse periods. Nigerian consumers usually shift to lower-priced brands or substitutes in hard times or when price increases are effected. Though the ban on certain food imports has stimulated demand for the industry's local products; the companies have had to come up with product and packaging innovations in order to meet this supply gap PEOPLE Vital Product has a team of highly experienced individuals on its board, as well as a growing management team with diverse competencies in all areas of the Food and Beverage Industry. The Company is organised into a relatively flat, function-based, customer-focused institution for quick service delivery, responsiveness and flexibility. The Strategic Business Units (SBU) are the profit centres with responsibility for generating revenues and facilitating its customer service delivery by providing product quality control, research and management, operations and risk management, management information services and information technology 5 P age

BUSINESS AND PRODUCT DEVELOPMENT STRATEGY The overall business strategies of Vital Products Limited are deliberate long, medium and short term plans aimed at maximizing returns on investment and

These strategies would broadly involve: ATTRACTIVE PACKAGING Packaging innovation remains a key sales driver in the Nigerian food and beverage industry.

Most processed foods are sold in disposable cardboard boxes, tins, aluminium foils, nylon packaging and paper wrapping.

6 BUSINESS AND PRODUCT DEVELOPMENT STRATEGY The overall business strategies of Vital Products Limited are deliberate long, medium and short term plans aimed at maximizing returns on investment and significantly increasing returns to shareholders. The Company will continue to pursue strategies that will increase its market share in its target business segments. These strategies would broadly involve: ATTRACTIVE PACKAGING Packaging innovation remains a key sales driver in the Nigerian food and beverage industry. Packaging constitutes a major cost to most of the processors, accounting for roughly between 20% - 45% of product cost depending on the segment. Most processed foods are sold in disposable cardboard boxes, tins, aluminium foils, nylon packaging and paper wrapping. Vital intends to focus on packaging innovation for all its products that will offer convenience and enable the company to cater for different tiers of the market while controlling production costs. QUALITY Vital's range of products are packaged under the most stringent quality conditions and the whole production cycle operates at clockwork precision to ensure that products are 100% safe for human consumption. The company in fulfilment of its mission of pursuit of excellence was certified by the Standards Organization of Nigeria (S.O.N) as having fulfilled the requirements for the award of the prestigious ISO 9001:2000 quality management system certificate in DISTRIBUTION CHANNELS Wholesalers and distributors form the dominant distribution channels for Vital Product. The dominance of distributors and retailers is as a result of the fragmented nature of the retail end of the market due to the lack of an adequate number of organised supermarket chains and grocery stores. Vital Products intends to further widen its distribution network and efficiency in order to improve sales and grow market share. PRODUCT INNOVATION AND DEVELOPMENT The Company generates several new products and processes in an attempt to stay at the edge of innovation, technological advancement and changing consumer tastes in the food and beverage industry. The Company intends to achieve this by staying close to the consumers so it can quickly respond and adapt to changing consumer demands. EXPORT STRATEGY Nigeria is an import dependent economy, depending largely on imported inputs for food production. Vital presently exports its product to various neighboring countries in West Africa. Vital Products also gets Negotiable Duty Credit Certificate (NDCC) for its export activities. The company uses exports to settle import duty payments due to Government by the beneficiary of the certificate. The certificate is jointly issued and signed by the Nigerian Export Promotion Council (NEPC) and the Federal Ministry of Finance. ACTIVE MARKETING PLANS The company creates vibrant marketing plans which are being drawn out to create aggressive marketing campaigns. These involve active promotion in schools for Vitavite, massive household product plans for the Tomato range like Paste Puree and Ketcup, media impacts and road shows whenever permissible. 6 P age

7 PARTIES TO THE PLACEMENT FINANCIAL ADVISER/ISSUING HOUSE Vetiva Capital Management Limited Plot 266B Kofo Abayomi Street Victoria Island, RECEIVING BANKER Diamond Bank Plc Plot 1261, Ademola Hopewell Street Victoria Island SOLICITORS TO THE PLACEMENT Akin Delano Legal Practitioners 21 Military Street Onikan PLACEMENT AGENTS Alicorn Capital Managers Limited 19, Campbell Street, SOLICITORS TO THE COMPANY Johannan chambers 28 Ajasa Street Onikan Capital Assets Limited Bookshop House (8th Floor) 50/52 Broad Street REPORTING ACCOUNTANTS SIAO Partners Lisa Court 18b Temple Road Ikoyi Mega Equities Limited 4AA, Force Road By Race-Course Onikan REGISTRARS Diamond Securities Limited 3 Elsie Femi Pearse Street Victoria Island PSL Limited 2 Odunlami Street 3rd Floor Cathedral House AUDITORS Segun Thomas & Co (Chartered Accountants) 64/66 Ojuelegba Road Surulere CONTACT INFORMATION The document provides the summary information for subscribing to the shares of Vital Products Limited being offered. The full placement memorandum will be forwarded to you on or before the offer opening date. Kindly contact any of the persons listed below for additional information. Vetiva Capital Management Limited Plot 266B Kofo Abayomi Street Victoria Island Lagos, Nigeria Tel: , Fax: Contact Persons Adetope Lufadeju Corporate Finance Tel: a.lufadeju@vetiva.com Babafemi Awofala Corporate Finance Tel: b.awofala@vetiva.com Yemisi Deji-Bejide Head, Corporate Finance Tel: y.deji-bejide@vetiva.com 7 P age

8 APPENDIX 1 1. PROCEDURE FOR APPLICATION AND ALLOTMENT 2. APPLICATION FORM 3. INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM 1 The information contained this teaser is a summary of the private placement memorandum and has been prepared to preliminarily assist interested parties in evaluating the opportunity of making an investment in the equity of the Vital Products Limited, and for no other purpose. The information does not purport to be all-inclusive or to contain all information that a prospective investor may desire. It is understood that recipients of this Teaser will read the Private Placement Memorandum and will perform their own independent investigation and analysis of the proposed financing, based on such information, as is deemed relevant by the recipient. 8 P age

9 PROCEDURE FOR APPLICATION AND ALLOTMENT The process for participating in this Private Placement for VITAL ordinary shares involves four key steps as discussed below: 1. Application for shares. Only prospective investors to whom this Private Placement Memorandum has been addressed may apply for shares through the Issuing House. Applications for the shares must be made in accordance with the instructions set out at the back of the application form. Care must be taken to follow these instructions, as applications that do not comply with these instructions will be rejected. The Application List for the shares will be open to each prospective investor from 18 July 2008 till 1 August The Directors of VITAL however reserve the right to extend the offer. Applications must be for a minimum of 100,000 shares and in multiples of 20,000 shares thereafter. The number of shares for which an application is made and the value of the cheque or bank draft attached should be entered in the boxes provided. Applicants should sign the form, write their names and address in full and any daytime telephone number(s) should also be indicated in the boxes provided. A corporate applicant should also affix its seal and state its Incorporation (RC) Number. 2. Payments For Shares Each application should be forwarded together with a cheque or bank draft for the full amounts of the purchase price made payable to VITAL Private Placement. The cheque or draft must be in favour of Vetiva Capital Management/ VITAL Private Placement with the name, address and daytime telephone number of the applicant written on the back. All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected. 3. Allotment of shares The Directors of the Company reserve the right to accept or reject any application in whole or in part. All irregular or suspected multiple applications will be rejected. Please note that the directors of VITAL reserve the right to allot the shares on a first come first served basis. 4. Reimbursement Of Allotment All application monies will be retained in a designated bank account maintained by the Issuing House pending allotment. If any application is not accepted or is accepted for fewer shares than the number applied for, a cheque for the full amount or the balance of the amount paid (as the case may be) will be returned by post at the applicant s risk within one week of allotment. Share certificates will be sent by post at the applicants risk not later than 8 weeks from the date of allotment. 9 P age

10 APPLICATION FORM VITAL PRODUCTS LIMITED RC: Private Placement of 650,000,000 Ordinary Shares of 50 Kobo each at N2.50 per share I/We, having read and understood the information contained in the Private Placement Memorandum hereby wish to formally express my/our interest to purchase 50Kobo Ordinary Shares of VITAL Products Limited as follows: Number of 50 Kobo shares applied for Guide to Application Number of N0.50 shares applied for Amount Payable Naira value of 50 Kobo shares applied for Minimum of 100,000 N250, Naira value of cheque/draft attached Subsequent of 20,000 multiples N50, I/We understand and accept that allotment of shares based on my/our application would be done at the discretion of the Directors of the Company and hereby attach my/our (name of bank) cheque/bank Draft No. for the sum of N in favour of VETIVA CAPITAL MANAGEMENT LIMITED/VITAL Private Placement Name: Address: Telephone No(s): Date: Signature (s) Seal and RC No.: (for corporate investors only) (Once filled and signed, please detach and return with your cheque/draft to: Vetiva Capital Management Limited Plot 266b Kofo Abayomi Street, Victoria Island Lagos) 10 P age

11 INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM 1. Applications must be made only on the accompanying Application Form 2. The Application List for the shares will be open to prospective investors from Monday, 18 July 2008 to 8 August Applications must be for a minimum of 100,000 shares and in multiples of 20,000 shares thereafter. The number of shares for which an application is made and the value of the cheque or bank draft attached should be entered in the boxes provided. 4. The Application Form when completed should be lodged with Vetiva Capital Management Limited and the cheques/drafts will be presented upon receipt. All applications in respect of which cheques are returned unpaid will be rejected. 5. The applicant should make only one application, whether in his own name or in the name of a nominee. Multiple or suspected multiple applications will be rejected. 6. Joint applicants must all sign the Application Form. 7. An application from a group of individuals should be made in the names of those individuals with no mention of the name of the group. An application by a firm which is not registered under the Companies and Allied Matters Act 1990 should be made either in the name of the proprietor or in the names of the individual partners. In neither case should the name of the firm be mentioned. 8. An application from a corporate body must bear the corporate body s seal and be completed under the hand of a duly authorised official. 9. An application from a pension or provident fund must be in the name of each individual trustee unless the trustee is a limited liability company. 10. An application by an illiterate should bear his right thumb print on the Application Form and be witnessed by an official of the Company, Issuing House or Placement Agent at which the application is lodged who must first have explained the meaning and effect of the Application Form to the illiterate in his own language. Above the thumb print of the illiterate, the witness must record in writing that he has given this explanation to the illiterate in a language understandable to him and that the illiterate appeared to have understood same before affixing his thumb impression. 11. The applicant should not print his signature. If he is unable to sign in the normal manner, he should be treated for the purpose of this Private Placement as an illiterate and his right thumbprint should be clearly impressed on the Application Form. Application Form VITAL PRODUCTS LIMITED 11 P age

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