INFORMATION NOTE ON THE SHARE SPLIT OF ASCENCIA LTD

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1 Ascencia Ltd 5 th Floor, Rogers House 5, President John Kennedy Street, Port Louis, Mauritius T F contact@ascencia-propertyfund.com INFORMATION NOTE ON THE SHARE SPLIT OF ASCENCIA LTD IV Information Note to the Shareholders of Ascencia Ltd Information Note to the Shareholders of Ascencia Ltd V

2 ASCENCIA LTD Information note to the shareholders of Ascencia Ltd in respect of the share split of both Class A and Class B shares listed on the Development & Enterprise Market. Neither the Listing Executive Committee (LEC) of the Stock Exchange of Mauritius Ltd (SEM) nor the SEM nor the Financial Services Commission (FSC) assume any responsibility for the content of this Information Note. The LEC, the SEM and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed i n t h i s I n f o rm a t i o n N o t e therein and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof. A prospective investor should be aware of the risks associated in investing on the Stock Exchange of Mauritius and should make the decision to invest only after careful consideration and, if appropriate, consultation with a professional financial adviser. Information Note to the Shareholders of Ascencia Ltd 1

APPROVAL BY DIRECTORS Approved by the Board of s of the Company on 27 August 2014 and signed on its behalf by: The directors of Ascencia collectively and individually, accept full responsibility for

3 DECLARATION OF DIRECTORS This document is not an invitation to the public to subscribe for shares in Ascencia Ltd (herein referred to as Ascencia or the Company ) but is issued in compliance with the DEM Rules for the purpose of giving information to prospective shareholders of the Company. APPROVAL BY DIRECTORS Approved by the Board of s of the Company on 27 August 2014 and signed on its behalf by: The directors of Ascencia collectively and individually, accept full responsibility for the contents and completeness of this Information Note. They furthermore declare that to the best of their knowledge and belief, and after having made reasonable inquiries, the Information Note complies, where applicable, with the DEM Rules, the Companies Act 2001, the Securities Act 2005 and Regulations made under these Acts. The s also confirm that, in relation to the share split, they have no potential conflict of interest between their duties to the Company and their private interests or any other duties. The s, after having made due and careful enquiry, are of the opinion that the working capital available to the Company will be sufficient for its present requirements, that is for at least twelve months from the date of admission of its further securities. The s certify that no significant change in the financial or trading position has occurred since the last audited financial statements of the Company. Philippe Espitalier-Noël Chairman Ziyad Abdool Raouf Bundhun 2 Information Note to the Shareholders of Ascencia Ltd Information Note to the Shareholders of Ascencia Ltd 3

4 BACKGROUND Ascencia is a public company incorporated in Mauritius on 28 June 2007 and listed on the DEM of the SEM since 23 December The Company bears the business registration number C and its registered office is located at No 5, President John Kennedy Street, Port-Louis, Mauritius. Ascencia is the largest property company in Mauritius. The Company s assets are professionally managed by EnAtt Ltd and are geared to deliver on optimal asset performance and maximise returns. Ascencia actively manages its portfolio of properties through regular developments, acquisitions and disposals so as to optimise shareholder returns. Based on the latest audited financial statements as at 30 June 2014, the property asset base of the Company is worth Rs 4.9 bn and essentially consists of commercial properties. The Company delivers attractive investment returns to its shareholders. Ascencia provides investors with opportunities to hold property assets indirectly through an alternative asset class along with the possibility to invest in the largest listed domestic property company. A significant advantage is that investors are not liable to pay land transfer tax and registration duties when dealing in the shares of the Company as compared to direct property ownership. The stated capital of the Company currently amounts to Rs 2,985,536,299 and consists of 1,423,337 fully paid ordinary Class A shares of no par value and 1,048,415 fully paid up convertible ordinary Class B shares of no par value. All the shares of the Company are in registered and freely transferable form. Rights attached to Class A and Class B shares Class A Class B ISIN: MU0259I00005 MU0259I00013 Type: Rights: Conversion: Bonus issue / Share split: Dividend: THE SHARE SPLIT Freely transferable and in registered form One vote on a poll at a meeting of shareholders. An equal share in the distribution of assets in the case of winding up Not applicable Not applicable 68% of any dividend distribution authorised by the Board of s Automatic conversion into Class A shares at a conversion rate of 1:1 on 1 st July A pro-rata entitlement with Class A shareholders. 32% of any dividend distribution authorised by the Board of s With a view to create more liquidity in the shares of Ascencia on the stock market, the Board of s of Ascencia is considering a share split where each share of Ascencia, whether Class A or Class B, will be divided into 150 shares of Ascencia of Class A or Class B respectively. The new price per share (Class A and Class B) will be equal to the last traded price prior to the split divided by 150. For instance, if the price prior to the split is Rs1, then the new price after the split will be Rs9.67 (1, / 150). The reduction in the unit share price will make the shares of Ascencia accessible to a larger investor base. 4 Information Note to the Shareholders of Ascencia Ltd Information Note to the Shareholders of Ascencia Ltd 5

5 It is important to note that upon approval of the share split, the number of shares in issue will be increased, whilst the stated capital of the Company will remain the same, that is, Rs2,985,536,299, made up of 213,500,550 fully paid ordinary Class A shares of no par value and 157,262,250 fully paid up convertible ordinary Class B shares of no par value. The market capitalization of Ascencia will also remain unaltered by the share split. The share split is subject to the approval of the shareholders of Ascencia at a Special Meeting of Shareholders which will be held on 30 September 2014, immediately after the Annual Meeting of Shareholders. The effective date of the Share Split is 15 October The shareholders of the Company are advised that should they wish to trade in the shares of the Company on 15 October 2014, they should deposit their share certificates with the Central Depository & Settlement Co Ltd (CDS) at latest on 07 October Shareholders of the Company who have not deposited their share certificates with the CDS are requested to return their existing share certificates to the Company Secretary, Ascencia Limited, C/o Rogers Consulting Services Ltd, 5th Floor, No. 5, President John Kennedy Street, Port Louis. Stated capital and number of shares pre and post share split No. of shares Pre-split Post-Split Class A 1,423, ,500,550 Class B 1,048, ,262,250 Total 2,471, ,762,800 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS Notice is hereby given that a Special Meeting of Shareholders of Ascencia Limited (the Company ) will be held in the Educator Boardroom, 4 th floor, Voila Hotel, Bagatelle Mall of Mauritius, Reduit on 30 September 2014, immediately after the Annual Meeting of Shareholders of the Company to be held on the same day, to transact the following business: 1. To consider and if thought fit approve the following resolution as an ordinary resolution of the shareholders of the Company holding Class A shares 1 Ordinary Resolution I of the shareholders of the Company holding Class A shares Resolved that: the Class A shares of the Company be split so that each existing Class A share be divided into 150 shares of the same class, whereupon each holder of Class A shares shall, in exchange for one Class A share, be entitled to receive, free of charge, 150 new shares of the same class (the Share Split ) and following the Class A Share Split, the stated capital of the Company shall be made up of 213,500,550 Class A shares. 2. To consider and if thought fit approve the following resolution as an ordinary resolution of the shareholders of the Company holding Class B shares 2 Stated Capital Class A 1,514,609,417 1,514,609,417 Class B 1,470,926,882 1,470,926,882 Total 2,985,536,299 2,985,536, This resolution will only be voted on by shareholders holding Class A shares. 2. This resolution will only be voted on by shareholders holding Class B shares. 6 Information Note to the Shareholders of Ascencia Ltd Information Note to the Shareholders of Ascencia Ltd 7

6 Ordinary Resolution II of the shareholders of the Company holding Class B shares Resolved that: the Class B shares of the Company be split so that each existing Class B share be divided into 150 shares of the same class, whereupon each holder of Class B shares shall, in exchange for one Class B share, be entitled to receive, free of charge, 150 new shares of the same class (the Share Split ) and following the Class B Share Split, the stated capital of the Company shall be made up of 157,262,250 Class B Shares. By order of the Board Aruna Radhakeesoon Collendavelloo Company Secretary 27 August 2014 Note 1: A member of the Company entitled to attend and vote at this meeting may appoint a proxy (in the case of an individual) or a representative (in the case of a shareholder Company), whether a member or not, to attend and vote on his behalf. Note 2: The instrument appointing the proxy or the written board resolution appointing a representative should reach The Company Secretary, Ascencia Limited, c/o Rogers Consulting Services Ltd, 5 th floor, Rogers House, No. 5, President John Kennedy Street, Port Louis by 10h00 on 29 September Note 3: The directors of the Company have resolved that for the purposes of this Special Meeting of shareholders and in compliance with S120(3) of the Companies Act 2001, only those shareholders whose names are registered in the share register of the Company as at 02 September 2014 would be entitled to receive this Notice and would accordingly be allowed to attend and vote at such meeting. PROXY FORM I/We of being a shareholder/shareholders of Ascencia Limited (the Company ) hereby appoint Mr/Mrs/Ms of or failing him/her the Chairman of the Company as my/our proxy to attend and vote for me/us and on my/our behalf at the Special Meeting of Shareholders of the Company to be held at Educator Boardroom, 4 th floor, Voila Hotel, Bagatelle Mall of Mauritius, Reduit on 30 September 2014, on Tuesday 30 September 2014 immediately after the Annual Meeting of Shareholders of the Company held on the same day and at any adjournment thereof. I/We desire my/our vote(s) to be cast on the resolutions set out below as follows: ORDINARY RESOLUTIONS For Against Abstain Ordinary Resolution I of the shareholders of the Company holding Class A shares Resolved that: the Class A shares of the Company be split so that each existing Class A share be divided into 150 shares of the same class, whereupon each holder of Class A shares shall, in exchange for one Class A share, be entitled to receive, free of charge, 150 new shares of the same class (the Share Split ) and following the Class A Share Split, the stated capital of the Company shall be made up of 213,500,550 Class A shares. Ordinary Resolution II of the shareholders of the Company holding Class B shares Resolved that: the Class B shares of the Company be split so that each existing Class B share be divided into 150 shares of the same class, whereupon each holder of Class B shares shall, in exchange for one Class B share, be entitled to receive, free of charge, 150 new shares of the same class (the Share Split ) and following the Class B Share Split, the stated capital of the Company shall be made up of 157,262,250 Class B Shares. Signed this day of Signature(s) 8 Information Note to the Shareholders of Ascencia Ltd Information Note to the Shareholders of Ascencia Ltd 9

7 Note 1: An individual shareholder of the Company, entitled to attend and vote at this meeting, may appoint a proxy (whether a shareholder or not) to attend and vote on his/her behalf. Note 2: If the instrument appointing the proxy is returned without an indication as to how the proxy shall vote on any particular resolution, the proxy will exercise his/her discretion as to whether, and if so how,he/she votes. Note 3: The instrument appointing the proxy should reach the Company Secretary, Ascencia Limited, c/o Rogers Consulting Services Ltd, 5 th Floor, Rogers House,No. 5, President John Kennedy Street, Port Louis, by Monday 29 September 2014 at 10h00. CORPORATE RESOLUTION NAME OF COMPANY WRITTEN RESOLUTION IN LIEU OF HOLDING A BOARD MEETING [IN ACCORDANCE WITH CLAUSE OF THE CONSTITUTION OF THE COMPANY AS PER SECTION 7 OF THE EIGHTH SCHEDULE OF THE COMPANIES ACT 2001] DATED THIS We, the undersigned, being directors of [Name of the company], who at the date of this written resolution are entitled to attend and vote at a board meeting of the company, hereby certify that the following written resolution for entry in the Minutes Book of the company has been delivered to and approved by us. Resolved that Mr/Mrs/Ms be authorised to act as the representative of the company and to vote on its behalf at the Special Meeting of Shareholders of Ascencia Limited to be held at Educator Boardroom, 4 th floor, Voila Hotel, Bagatelle Mall of Mauritius, Reduit on Tuesday 30 September 2014 immediately after the Annual Meeting of Shareholders of the Company held on the same day and at any adjournment thereof and that its vote on the resolutions set out below be cast as follows: ORDINARY RESOLUTIONS For Against Abstain Ordinary Resolution I of the shareholders of the Company holding Class A shares Resolved that: the Class A shares of the Company be split so that each existing Class A share be divided into 150 shares of the same class, whereupon each holder of Class A shares shall, in exchange for one Class A share, be entitled to receive, free of charge, 150 new shares of the same class (the Share Split ) and following the Class A Share Split, the stated capital of the Company shall be made up of 213,500,550 Class A shares. 10 Information Note to the Shareholders of Ascencia Ltd Information Note to the Shareholders of Ascencia Ltd 11

8 ORDINARY RESOLUTIONS For Against Abstain Ordinary Resolution II of the shareholders of the Company holding Class B shares Resolved that: the Class B shares of the Company be split so that each existing Class B share be divided into 150 shares of the same class, whereupon each holder of Class B shares shall, in exchange for one Class B share, be entitled to receive, free of charge, 150 new shares of the same class (the Share Split ) and following the Class B Share Split, the stated capital of the Company shall be made up of 157,262,250 Class B Shares. Note 1: A shareholder company, entitled to attend and vote at this meeting, may appoint a representative (whether a shareholder of the Company or not) to attend and vote on its behalf. Note 2: If the corporate resolution appointing the representative is returned without an indication as to how the representative shall vote on any particular resolution, the representative will exercise his/her discretion as to whether, and if so how, he/she votes. Note 3: The corporate resolution appointing the representative should reach the Company Secretary, Ascencia Limited, c/o Rogers Consulting Services Ltd, 5 th floor, Rogers House, No. 5, President John Kennedy Street, Port Louis by Monday 29 September 2014 at 10h Information Note to the Shareholders of Ascencia Ltd

HOLDING REDEEMABLE RESTRICTED A SHARES

HOLDING REDEEMABLE RESTRICTED A SHARES NOTICE OF CLASS MEETING TO THE SHAREHOLDERS OF CIEL LIMITED Date : 21 July 2017 Venue: CIEL s Registered Office 5 th Floor, Ebène Skies, Rue de l Institut Ebène Time: 14:30 hours NOTICE OF CLASS MEETING