Private Placement Memorandum KAJOLA INTEGRATED INVESTMENT LTD RC Private Placement of 2,500,000,000. Ordinary Shares of N1.

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1 This document is important and should be read carefully. If you are in any doubt about its contents or the action to take, please consult your Stockbroker, Accountant, Banker, Solicitor or any other professional adviser for guidance immediately. Private Placement Memorandum KAJOLA INTEGRATED INVESTMENT LTD RC Private Placement of 2,500,000,000 Ordinary Shares of N1.00 N1.05k Per Share Payable In Full On Application Placement Opens 1 st February, 2008 Placement Closes 11 th March, 2008 JOINT ISSUING HOUSES PROFUND SECURITIES LIMITED RC GREENWICH TRUST LIMITED RC This Private Placement Memorandum contains information relating to Kajola Integrated Investment Limited. It is not issued in compliance with the requirements of either the Securities and Exchange Commission or The Nigerian Stock Exchange. It is not a public offer for subscription for shares in the company. Application may be made only in accordance with the terms of offer letter and the accompanying form by persons and or organisations to whom such letters have been addressed and for the purpose of investment only and is not with a view to or in connection with any further sale or distribution of the shares. This Private Placement Memorandum is dated January 31, 2008

2 SUMMARY OF THE PRIVATE PLACEMENT The following information should be read in conjunction with the full text of this Placement Memorandum from which it is derived: ISSUER: ISSUING HOUSES: SHARE CAPITAL: Kajola Integrated Investment Limited Profund Securities Limited /Greenwich Trust Limited Ordinary Shares of N1.00 each Pre-Offer: Post Offer Authorised: *** 1,000,000,000 3,000,000,000 Issued and Fully Paid: 75,000,000 2,575,000,000 *** At the Board of Directors Meeting held on 29/10/07, it was resolved to increase the Authorised share capital to N3, 000,000,000. NOW BEING OFFERED: OFFER PRICE: 2,500,000,000 Ordinary shares of N1.00 each N1.05 per share TOTAL OFFER SIZE: N2, 625,000,000 PAYMENT TERMS: PURPOSE: In full on Application By leveraging on new possibilities opened up by the economy, Kajola has identified several opportunities which it intends to explore to create common wealth for the people of Osun State and the entire country. The new opportunities include the establishment of a well capitalized Micro Finance Bank, Venture Capital subsidiary and the development of SMEs, Agro-Allied, Eco-tourism and Mining businesses. Other activities include the establishment of a Property development company that will take advantage of emerging opportunities in the Real Estate and Infrastructure Development. UTILIZATION: After the deduction of the estimated costs and expenses of N80,000,000 representing 3.05% of the gross offer proceeds of N2,625,000,000, the net proceeds of N2,545,000,000 will be utilized as follows: N % Establishment of Microfinance Bank 400,000, Set up of the Kajola Capital Limited Including investment in Venture Capital, Leasing & Private Equity. 800,000, Set up of the Property Management subsidiary including Investments in Real Estate, Tourism & Agro-Allied 1,000,000, IT Development and Operational support for the company and its Subsidiaries 150,000, Working capital 195,000, TOTAL 2,545,000, % The N2.5billion equity capital being raised is expected to enhance Kajola s capacity to achieve its strategic business. 2

3 SUMMARY OF THE PRIVATE PLACEMENT CONTD. QUOTATION No application has been made to the NSE for the listing of the shares offered. However, the Company intends to list on the floor of the NSE the whole paid up share Capital of the Company after the Private Placement. METHOD OF Private Placement PLACEMENT UNITS OF SALE A minimum of 25,000 shares and multiples of 10,000 units thereafter. However the Directors may allot shares to prospective investors or other stakeholders who may wish to subscribe for less than the minimum units of sale. MARKET CAPITALIZATION N78, 750, AT OFFER PRICE (PRE-OFFER) MARKET CAPITALIZATION N2, 703,750, AT OFFER PRICE (POST-OFFER) OPENING DATE: February 1, 2008 CLOSING DATE: March 11, 2008 STATUS: ALLOTMENT: OVER-SUBSCRIPTION: PREFERENTIAL ALLOTMENT: FOREIGN INVESTORS: The new Ordinary shares now being offered shall rank pari-passu in all respects with existing Issued shares of the Company. Allotment to be made by the Directors of Kajola Integrated Investment Limited and the Joint Issuing Houses on a first come first serve basis. The Directors reserve the right to accept or reject any application in whole or in part. In the event of over-subscription, the additional shares shall be allotted to investors/subscribers in an amount to be determined by the Shareholders at the EGM. Under the Private Placement, 40% of the Shares may be offered to certain identified Institutional or Accredited High Networth Investors in preferential allotment. Foreign Investors can participate in the Offer in accordance with Section 15 of the Foreign Exchange Act Cap F34 LFN 2004 and Section 17 of the Nigerian Investment Promotion Commission Act, Cap N.117 LFN 2004 and other relevant Law. Payment which must be made by bank transfers or by issuance of cheques will be domiciled with the Receiving Banks. The applicable Exchange Rate will be the ruling autonomous rate at the time of subscription. Receiving Banks shall arrange for the Certificate of Importation for valid Subscribers at the conclusion of the Offer. FORECAST Year Ending 2008 N M 2009 N M 2010 N M Gross Earnings 647, ,860 1,193,913 Profit Before Taxation 432, ,808 1,064,688 Profit After Tax 294, , ,988 Forecast earnings per N1.00 share (kobo) 11k 22k 28k Forecast dividend per N1.00 share (kobo) - 9k 11k 3

4 SUMMARY OF THE PRIVATE PLACEMENT CONTD. FINANCIAL SUMMARY: (Extract from the Reporting Accountants) For the Year Ended July N Operating Profit before taxation 8,630,690 ASSETS Fixed Assets 5,864,500 Investments 83,000,000 Debtors 7,574,730 Other Assets 550,940 Bank and Cash Balances 13,627,906 Total Assets 110,618,076 LIABILITIES Creditors & Accrual (1,987,386) Corporate Tax (1,715,965) Net Assets 106,914,725 FINANCED BY: Share Capital 75,000,000 Deposit for Shares 25,000,000 Profit & Loss Account 6,914,725 Profit Carried Forward 106,914,725 Earnings per share 19k GROUP STRUCTURE: Kajola has five (5) proposed subsidiaries as shown below: BOARD OF DIRECTORS GROUP MD/CEO KAJOLA MICRO FINANCE BANK KAJOLA PROPERTY DEV. LIMITED KAJOLA CAPITAL LIMITED KAJOLA COMMODITY TRADING LTD. KAJOLA ENERGY SERVICES LTD. * Micro-Credit * Treasury Management * Entrepreneur * SME support * Wealth Mgt. * Business Plan Dev t * Advisory * Resort/Hotel Dev t * Tourism Dev t * Estate Dev t. * Infrastructure Dev t * Funds Mgt. * Leasing * Venture cap * Private Equity * Financial Advisory Serv * Food Agro Allied * Renewable Energy e.g. Briquettes * Cottage Businesses * Forestry / Sawmilling * Fisheries / Aquaculture * Mining * Oil & Gas 4

5 DIRECTORS AND OTHER PARTIES TO THE PLACEMENT DIRECTORS Prof. Wale Omole,OFR(Chairman) Plot 143B Eti-Osa Street Dolphin Estate, Ikoyi, Lagos. Dr. Benjamin Adigun, MFR 4, Esomo Close Off Toyin Street Ikeja, Lagos Chief John A. Odeyemi, MFR No. 6, 1 st Avenue, Beachland Estate Apapa, Lagos Alhaji Olapade Mohammed 57, Banex Plaza, (2 nd Floor) Ikorodu Road, Fadeyi, Lagos Prof. Olu Aina, OFR Plot 10, Block E Adedapo Adegoke Street Oroki Estate, Osogbo Osun State Dr. Remi Olowude, OON Plot 741, Adeola Hopewell, Victoria Island Lagos Prof. Funmi Togunnu Bickersteth Center for Industrial Research & development Obafemi Awolowo University, Ile-Ife, Osun State. Mr. Adelani O. Ajanaku Managing 55, Opebi Road Ikeja Lagos. AUDITORS JOINT ISSUING HOUSES & FINANCIAL ADVISERS Wale Adeleke & Co. 17, Unity Road, Ikeja, Lagos. Profund Securities Limited PC1, Engineering Close, Off Idowu Taylor Street, Victoria Island, Lagos Greenwich Trust Limited Plot 1698A, Oyin Jolayemi Street, Victoria Island, Lagos. 5

6 DIRECTORS AND OTHER PARTIES TO THE PLACEMENT CONTD. REPORTING ACCOUNTANTS Ernst & Young 2A, Bayo Kuku Road, Ikoyi, Lagos. SOLICITORS TO THE OFFER SECRETARY/SOLICITORS TO THE COMPANY REGISTRARS RECEIVING BANKS REGISTERED OFFICE Shinkafi Kusamotu, Olojo & Co., Unity House (9 th Floor), 37 Marina, Lagos. Aina, Blankson & Co. 7 Ademola Street Off Awolowo Road Ikoyi, Lagos Union Registrars Ltd. 2, Burma Road, Apapa, Lagos. Wema Bank Plc Oceanic Bank Plc First Bank Plc Intercontinental Bank Plc Eco Bank Plc 55, Opebi Road (2 nd Floor) Ikeja Lagos. HISTORY & BUSINESS OF THE COMPANY Kajola Integrated Investment Limited was incorporated in March 22 nd 2006 by some distinguished Nigerians as a Private Investment Company with the strategic goal of creating common wealth and uncommon possibilities for its institutional and individual clients. The company came about as a result of robust ideas generated during the Economic Summit held in Osun State in 2005, which revealed that the levels of economic activities is low, due largely to investors apathy. Kajola therefore in partnership with other stakeholders is focusing on improving business confidence in these areas by creating opportunities for investment, while strengthening risk management control. We are particularly interested in financing small and medium enterprises to serve as a catalyst for economic development and poverty reduction. The establishment of Kajola was to create a company that would serve as a vehicle to deploy natural resources and technology to intervene in key sectors of the economy i.e. Micro-finance, Agri-Business, Real Estate, Tourism, Mining etc. As a home-grown company with an eye for the global market, Kajola intends to provide full integrated and seamless services that would promote economic growth and industrial development in Osun State and nationally, thereby promoting economic prosperity for all citizens. Our focus also includes the desire to offer appropriate financial/investment assistance to a wide variety of individuals and enterprises. The company is conscious of the need to continually collaborate with other key stakeholders to leverage external resources to benchmark its activities and to widen its networks to both local and global investors. 6

7 VISION AND MISSION STATEMENT VISION To create a global company that will serve local and international markets, acting as the driving force for economic development and sustainable wealth creation MISSION To leverage available resources and seek strategic alliances towards exploiting opportunities in key Nigerian economic sectors. CORE VALUES - Integrity - Professionalism - Team work - Good Corporate Social Responsibility OUR KEY INTEREST AREAS - Microfinance bank - Agro-Allied Business and Commodity Trading - Real Estate Development - Hotel Hospitality/Eco-Tourism - Mining - Oil and Gas PLANS FOR THE FUTURE We believe that Small and Medium Enterprises are a critical element in any developing economy, hence the determination by Kajola to bring the majority of Osun indigenes into the mainstream economy of Nigeria. In furtherance of its strategic growth objective, we have commenced the process of unbundling the enterprise into distinct subsidiaries, while Kajola Integrated Investment Limited will continue to subsist as the holding company. * The company intends to establish a subsidiary to be known as Kajola Venture Capital Limited. This subsidiary will focus on technology-driven businesses or start-ups that can create real economic opportunities for its clientele. The subsidiary will be registered with Securities and Exchange Commission (SEC) and this will have tremendous impact on the fortunes of SMEs. * Also, we have incorporated a Property Development Company Limited that will concentrate on asset based projects with the bulk of its portfolio in the Real Estate/Tourism sector. We would seek to participate in the establishment of good quality hotels and estate development across the country. * In the interim a food and agro-allied subsidiary has been created to focus on job creating initiatives. Preference will be given to project with significant development impact for job creation, value addition, export generation e.g. forestry, Briquettes, Renewable energy industries, Green fields projects, fast foods, bakery, Agro-industrial sector etc. * The establishment of Kajola Capital or Asset Company Limited would provide domestic asset and wealth management services to our clients and this would be done before end of year * Kajola hopes to leverage its subsidiaries into strategic investment opportunities in markets in which it operates. In the years ahead, Kajola Investment would have expanded significantly across high opportunity emerging markets in the West African sub-region 7

8 STATUTORY AND GENERAL INFORMATION INCORPORATION AND SHARE CAPITAL HISTORY Kajola Integrated Investment Limited was incorporated on March 22, 2006 with an authorized share capital of N75million which is fully paid up. The Board comprises of distinguished Nigerians that have excelled in their various and diverse callings and who have now taken it upon themselves to plough back what the society has assisted them to achieve. SHARE HOLDING STRUCTURE All the Issued and Fully paid-up Share Capital of 75,000,000 ordinary shares of N1.00 each of the Company at the moment are initial contributions from the Directors of the Company. DIRECTORS BENEFICIAL INTEREST Name of Director Shareholding (direct) Shareholding (indirect) Professor Wale Omole 9,000, % Dr. Benjamin A. Adigun 9,000, % Chief John Odeyemi 9,000, % Alhaji Olapade Mohammed 9,000, % Mr. Remi Olowude 8,000, % Professor Olu Aina 9,000, % Prof. Funmi Togunnu Bickersteths 7,500, % Adelani O. Ajanaku 7,000, % Others 7,500, % Total 75,000, % Total Holding(%) INDEBTEDNESS As at the date of this Memorandum, Kajola has no indebtedness. CLAIMS AND LITIGATION The Company does not have any outstanding claim or litigation by or against it. MATERIAL CONTRACTS A Vending Agreement dated 31 st January 2008 by which Profund Securities Ltd and Greenwich Trust Limited (Joint Issuing Houses) have agreed to offer for subscription by way of Private Placement 2,500,000,000 ordinary shares of N1 each at N1.05k per share in Kajola Integrated Investment Limited. Other than as stated above, the Company has not entered into any material contract other than in the ordinary course of business. ESTIMATED COSTS OF ISSUE The costs and expenses incidental to this Private Placement including fees payable to the Issuing Houses, other Parties and for printing expenses are estimated at about N80 million or 3.05% of the Offer proceeds and are payable by Kajola. DECLARATION Except as otherwise disclosed herein:. No share of the Company is under option or agreed conditionally or unconditionally to be put under option; No commissions, discounts, brokerages or other special terms have been granted any person in connection with the placement or sale of any share of the Company; There are no founders, management or deferred shares or options outstanding 8

9 STATUTORY AND GENERAL INFORMATION CONTD. CONSENTS The following have given and not withdrawn their written consents to the use of their names in the form and context in which they appear in this Placement Memorandum and any other document related to the Issue. A. All Directors of Kajola Integrated Investment Limited B. Union Registrars Ltd. - Registrars C. Profund Securities Ltd. - Issuing House D Greenwich Trust Ltd - Issuing House E. Wema Bank Plc - Receiving Bank Oceanic Bank Plc - Receiving Bank First bank Plc - Receiving Bank Eco bank Plc - Receiving Bank Intercontinental Bank Plc - Receiving Bank F. Ernst & Young - Reporting Accountants G. Shinkafi Kusamatu Olojo & Co. - Solicitors H Wale Adeleke and Co - Auditors I. Aina, Blankson & Co - Secretary/Solicitors DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at Profund Securities Ltd, PC 1, Engineering Close, Off Idowu Taylor, Victoria Island, Lagos and Greenwich Trust Ltd, Plot 1698A, Oyin Jolayemi Street, Victoria Island, Lagos during normal business hours on any working day (except public holidays) from February 1, 2008 to March 11, Certificate of Incorporation of the Kajola 2. Memorandum and Articles of Association of the Kajola 3. CAC Form CO7 4. Resolution of the Shareholders authorizing the Private Placement 5. Resolution of the Board of the Directors authorising the Private Placement 6. Mandate Letter, appointing Profund Securities Ltd and Greenwich Trust Ltd as the Issuing Houses 7. The Material Contract mentioned above 8. The Private Placement Memorandum issued in respect of this Placement 9. Audited financial Statement of the Company for the year ended 31 st July Reporting Accountants Reports for the year ended 31 st July Forecast for the year ended 31 st July 2008 to 2010 from the Reporting Accountants 12. Consent Letters mentioned above. RELATIONSHIP BETWEEN THE ISSUER AND ITS ADVISERS Apart from the Issuing Houses Services, Profund Securities Ltd and Greenwich Trust Ltd have no other relationship with Kajola Integrated Investment Limited. 9

10 12.0 RECEIVING AGENTS Completed Application forms must be submitted to the Addresses of Issuing Houses Offices as indicated below or any branch office of the Receiving Banks nation wide 1. Lead Issuing House Head Office Profund Securities Limited PC1, Engineering Close, Off Idowu Taylor Street, Victoria Island, Lagos. Abuja Branch 88, Aminu Kano Crescent. Wuse II, Abuja, F.CT. Port Harcourt Branch 180, Aba Road, Port Harcourt, Rivers State. 2. Joint Issuing House Head Office Greenwich Trust Ltd Plot 1698A, Oyin Jolayemi Street Victoria Island, Lagos. Abuja Branch ICON Plaza, 3 rd floor Plot 242 Muhammed Buhari way Central Business District, Abuja 3 All Branches of Wema Banks Plc 4 All Branches of Oceanic Bank Plc 5 All Branches of First Bank Plc 6 All Branches of Intercontinental Banks Plc 7 All Branches of Eco Banks Plc 10

11 Application List Opens Monday, 1 st February, Application Form Application List Closes Wednesday, 11 th March, KAJOLA INTEGRATED INVESTMENT LTD RC Private Placement of 2,500,000,000 Ordinary Shares of N1.00 each at N1.05k per Share PAYABLE IN FULL ON APPLICATION Issuing Houses PROFUND SECURITIES LIMITED GREENWICH TRUST LIMITED RC RC Application must be made in accordance with the instructions set out on the back of the Application Form, care must be taken to follow these instructions, application that do not comply may be rejected. If you are in doubt as to the action to take, please consult your Stockbroker, Accountant, Banker, Solicitor, or any other professional adviser for guidance immediately. DECLARATION I/We am/are 18 years of age or over I/We attach the amount payable in full on application of shares indication in Oceanic Bank international Plc at N1.05 per share. I/We agree to accept the same or any smaller number of shares in respect of which allotment may be made upon the terms of the Placement Memorandum dated 17 January 2008 and subject to the Memorandum and Articles of Association of Kajola Integrated Investment Ltd. GUIDE TO APPLICATION Number of units applied for Amount payable 25,000 minimum N26, Subsequent multiples of 10,000 N10, Number of Units Applied for: Date I/We authorize you to send a share certificate and/or cheque for any amount overpaid by Registered post to my/our address given below and to procure registration in my/our name as the holder(s) of such number of shares or such number, as foresaid. I/We declare that I/we have read a copy of the Memorandum dated 17 January 2008 issued y the Issuing Houses on behalf of Kajola Integrated Investment Ltd. Value of Shares/Amount Paid PLEASE COMPLETE IN BLOCK LETTERS AND IN BLACK INK 1. INDIVIDUAL / CORPORATE APPLICANT Title: Mr. Mrs. Miss Others Surname Other names Full Postal Address City State Daytime Telephone Number Mobile (GSM) Telephone Number Address Next of Kin 2. JOINT APPLICANT Title: : Mr. Mrs. Miss Others Surname Other Names Name of Bank/Branch....Account Number... Signature or Thumbprint Signature or Thumbprint Stamp of Receiving Agent Company Seal/Incorporation Number (Corporate Application) 11

12 INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM 1. Applications must be made either on the official Application Form or the photocopies of the Application Form. It can also be downloaded from Profund web site ( Greenwich ( trust.com), Kajola ( and Receiving Bankers Websites 2. Applications must be for not less than the minimum units of shares and in multiples stated on the application form. The amount of shares for which application is made and the amount of the cheque or bank draft attached should be entered into the spaces provided 3. The Application Form when completed should be lodged with the Issuing Houses or Receiving Banks. Cheques or Bank Drafts must be made Payable to Profund Securities Limited, Greenwich Trust Ltd or the Receiving Banks, with the Name and Address of the Applicant written on the back, for the full amount due on application. All cheques will be presented for payment on receipt and applications in respect of which cheques are returned unpaid for any reason will be rejected 4. 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 5. Joint applicants must sign the Application Form 6. Applicants must be 18 years of age or over 7. An application from a corporation must bear the corporation s seal and be completed under the hand of a duly authorised official who should also state his designation. The corporate applicant should also state its RC Number 8. Application from a group of individuals, which is not incorporated, 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 in accordance with the Companies and Allied Matters Act 1990 should be made whether in the name of the proprietor or in the names of the individual partners. 9. An application from a pension or provident fund must be in the name of each individual trustee provided that 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 Issuer or Issuing House or Receiving Banks who must have explained the meaning and effect of the application form to the illiterate in the illiterate s own language. Above the thumb print of the illiterate, the witness must record in writing that he has given his explanation to the illiterate in a language understandable by him and that the illiterate appeared to have understood the 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 the Placement as an illiterate and his right thumb print should be clearly impressed on the Application form. Applications must be made either on the official Application Form or the photocopies of the Application Form. 12