Sponsoring Broker MCB Stockbrokers Ltd. Arranger MCB Capital Markets. Floating Rate Senior Unsecured Notes Due by MCB Group Limited

PROSPECTUS

PROSPECTUS IN RESPECT OF THE ISSUE AND LISTING BY WAY OF AN OFFER FOR SUBSCRIPTION ON THE OFFICIAL MARKET OF THE STOCK EXCHANGE OF MAURITIUS LTD OF MUR 2 BILLION OF FLOATING RATE SENIOR UNSECURED NOTES DUE 2023 (THE NOTES ) AT A PRICE OF MUR 1,000 PER NOTE Sponsoring Broker MCB Stockbrokers Ltd Arranger MCB Capital Markets Floating Rate Senior Unsecured Notes Due 2023 by MCB Group Limited A public company limited by shares incorporated on 5 August 2013 in the Republic of Mauritius, bearing business registration number C13117853 and having its registered office at Sir William Newton Street, Port Louis, Mauritius This prospectus ( Prospectus ) is issued pursuant to the Securities Act 2005 and rules and regulations made thereunder and is deemed to be the listing particulars for the purposes of the rules ( SEM Listing Rules ) of the Stock Exchange of Mauritius Ltd ( SEM ) in relation to a listing by way of an offer for subscription on the Official Market of the SEM. This Prospectus relates to the issue of 2 million Notes representing an aggregate principal amount of MUR 2 billion (the Issue ), which will be listed on the Official Market of the SEM The date of this Prospectus is 15 December 2017 LEC/OS/01/2017 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Prospectus provides information to the general public pertaining to the subscription of the Notes to be issued by MCB Group Limited ( MCB Group or the Issuer ) and includes information given in compliance with Chapter 9 part B of the SEM Listing Rules with regard to the issue and listing of 2 million Notes at a principal amount and Issue Price of MUR 1,000 each by MCB Group and to be admitted on the Official Market of the SEM by way of an offer for subscription. An application was made to the SEM for the listing and permission to deal in the Notes and this Prospectus has been approved by the Listing Executive Committee of the SEM ( LEC ) on 15 December 2017. A listing has not been sought for these Notes on any other stock exchange. On the first day of listing and trading of the Notes on the Official Market of the SEM, the Issuer undertakes to make available 10 Notes at an indicative price of MUR 1,000 per Note (as may be adjusted in accordance with the Tick Size). A copy of this Prospectus has been registered with the Financial Services Commission ( FSC ) pursuant to the Securities Act 2005 and the rules and regulations made thereunder. For a full appreciation of this Prospectus, it should be read in its entirety. If you have any doubt as to the action you should take, please consult your banker, stockbroker, legal advisor, accountant or other professional advisor immediately. The attention of readers is drawn to Paragraph A, which contains a summary definition of all key terms used in this Prospectus. This document is not to be redistributed, reproduced, or used, in whole or in part, for any other purpose. SELLING RESTRICTIONS The circulation and distribution of this Prospectus in certain jurisdictions may be restricted by law. Persons who may come into possession of this Prospectus are required to inform themselves of, and to observe, any such restrictions. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, a security in any jurisdiction in which it is unlawful to make such an offer or to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The Notes and this Prospectus have not been registered under the United States Securities Act of 1933, as amended, or the United States Investment Company Act of 1940, as amended and may not be offered, sold or delivered in the United States of America, or to or for the account of a U.S. Person. Any investor should consult his own legal, tax and other advisers to determine whether an investment in the Notes could result in adverse consequences to the investor or his related persons and affiliates. All U.S. Persons may have United States tax consequences arising from investing in the Notes. DISCLAIMER Neither the LEC, the SEM nor the FSC assumes any responsibility for the contents of this document. 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 in this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof. Prospectus 3

This Prospectus and such other information provided in connection with this Prospectus are not intended to provide a basis for any credit or other evaluation. Prospective Investors should ensure that they understand the nature of the relevant Notes and the extent of their exposure to risks and that they consider the suitability of the Notes as an investment in light of their own circumstances and financial condition. The Arranger and the other professional advisers have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by them as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer. The Arranger and the other professional advisers do not accept any liability in relation to the information contained in this Prospectus or any other information provided by the Issuer in connection with the Issue. Any information on taxation contained in this Prospectus is a summary of certain tax considerations but is not intended to be a complete discussion of all tax considerations. The contents of this Prospectus are not to be construed as investment, legal or tax advice. Prospective Investors should consult their own lawyer, accountant, or investment advisor as to legal, tax and related matters concerning their investment. Furthermore, nothing in this Prospectus shall be construed as a recommendation by the Issuer and/or the Arranger that any recipient thereof should purchase the Notes. Unless otherwise specified herein, the statements and information contained in this Prospectus have been compiled as of December 2017. Neither the delivery of this Prospectus nor any allotment or issue of any Notes shall under any circumstances create an implication or constitute a representation that the information given in this Prospectus is correct as at any time subsequent to the date thereof. RESPONSIBILITY STATEMENT The directors, whose names appear on pages 12 to 16, collectively and individually:- a) confirm that the accounts of the Issuer for the financial years ended 30 th June 2015, 30 th June 2016 and 30 th June 2017 have been prepared in accordance with the Securities Act 2005 and with relevant accounting standards, and accept full responsibility for them; and b) accept full responsibility for the accuracy and completeness of the information contained in this Prospectus and confirm, to the best of their knowledge and belief after having made all reasonable enquiries, that this Prospectus complies with the Securities Act 2005 (including applicable rules and regulations issued thereunder) and the SEM Listing Rules, and that this Prospectus contains or incorporates all information which is material in the context of the Issue and the offering of the Notes, that the information contained or incorporated in this Prospectus is true and accurate in all material respects and is not misleading, that the opinions and the intentions expressed in this Prospectus are honestly held and that there are no other facts, the omission of which would make this Prospectus or any of such information or expression of any such opinions or intentions misleading. Unanimously approved by the Board (as defined below) of the Issuer on 12 December 2017 and signed on its behalf by: Pierre Guy NOEL Director Gilbert GNANY Director TABLE OF CONTENTS A SUMMARY AND OVERVIEW OF THE ISSUE... 6 B. GLOSSARY OF DEFINITIONS AND ABBREVIATIONS...7 C. DOCUMENTS INCORPORATED BY REFERENCE... 10 D. DESCRIPTION OF THE ISSUER... 10 E. TERMS AND CONDITIONS OF THE NOTES... 22 1. Issue... 22 2. Form of the Notes... 22 3. Status of the Notes... 23 4. Security interest... 23 5. Use of Proceeds... 23 6. Interests... 23 7. Redemption and Purchases... 24 8. Payments... 24 9. Exclusion of Rights... 24 10. Taxation... 25 11. Events of Default... 25 12. Treatment of unclaimed money... 25 13. Transfer and Transmission of Notes... 25 14. Register...25 15. Agent... 26 16. Noteholders Representative... 26 17. Notices... 26 18. Meetings of Noteholders and Rights of Noteholders... 26 19. Modification... 27 20. Further Issues... 27 21. Data collection and protection... 27 22. Governing law and jurisdiction... 27 F. ISSUER S FINANCIAL POSITION... 28 G. SUBSCRIPTION AND SALE... 45 H. RISK FACTORS... 47 I. MAURITIUS TAXATION... 50 J. DOCUMENTS AVAILABLE FOR INSPECTION... 50 K. CORPORATE INFORMATION... 51 4 Prospectus Prospectus 5

A. SUMMARY AND OVERVIEW OF THE ISSUE This overview must be read as an introduction to this Prospectus. Any decision to invest in the Notes should be based on consideration of this Prospectus as a whole, including the Documents Incorporated by Reference. A.1 Parties: Issuer Arranger Registrar, Calculation, Transfer and Paying Agent Noteholders Representative Noteholders A.2 General MCB Group Limited, a public company incorporated under the laws of the Republic of Mauritius with business registration number C13117853 and having its registered office at Sir William Newton Street, Port Louis, Mauritius MCB Financial Advisers, trading under the name of MCB Capital Markets, a private company incorporated under the laws of the Republic of Mauritius with business registration number C17145952 and having its registered office at 9 th Floor, MCB Centre, Sir William Newton Street, Port Louis, Mauritius MCB Registry & Securities Ltd, a public company limited by shares incorporated under the laws of the Republic of Mauritius with business registration number C07009196 and having its registered office at 9 th Floor, MCB Centre, Sir William Newton Street, Port Louis, Mauritius La Prudence Mauricienne Assurances Limitée, a public company incorporated under the laws of the Republic of Mauritius, having its registered office at 2nd Floor, Barkly Wharf, Le Caudan Waterfront, Port Louis, Mauritius The holders of Notes as recorded in the register maintained by the CDS Instrument Floating Rate Senior Unsecured Notes due 2023 Offer Mode Public offer in accordance with the Securities Act 2005 and the Securities (Public Offers) Rules 2007 Currency MUR Purpose The proceeds from the issuance of the Notes will be used to provide funding for: 1. The COVIFRA Transaction and the subsequent mandatory offer; and 2. Other strategic initiatives of the Issuer s non-banking financial services cluster Please refer to paragraph A.3 below (Background of the Issue) for a description of the Issuer s real estate investment strategies Aggregate Principal Amount MUR 2 billion Principal Amount per Note MUR 1,000 Issue Price per Note 100% of the Principal Amount per Note Minimum Subscription Amount MUR 50,000, subject to discretionary allotment by the Issuer in the event of oversubscription Redemption Amount 100% of the Principal Amount per Note Interest Rate The Repo Rate, which at the date of this Prospectus is 3.50% Maturity Date 22 January 2023 Interest Payment Frequency Quarterly in arrears Day Count Basis Actual / 365 Business Day Convention Following Business Day Convention Form of the Notes The Notes will be issued in inscribed form. No certificates will be issued Legal ownership of the Notes will, upon listing on the Official Market of the SEM, be reflected in book entries recorded by the CDS and such records shall constitute the definitive evidence of the title of the Noteholder to the number of Notes shown in his CDS Account Status of the Notes The Notes will constitute senior unsecured obligations of the Issuer and will rank as follows: 1. Senior to any subordinated creditors of the Issuer including the holders of Subordinated Notes; 2. Pari-passu with other unsecured creditors of the Issuer; 3. Pari-passu amongst themselves; and 4. Senior to all classes of the share capital of the Issuer Important Dates a) Offer Start Date 20 December 2017, 0900 b) Offer End Date 11 January 2018, 1400 c) Announcement of allotment basis 19 January 2018, 1500 d) Payment Date 22 January 2018 e) Issue Date & issue of allotment letters 22 January 2018 f) Interest Commencement Date 22 January 2018 g) Date of listing and first trading 23 January 2018 h) Register The Register maintained by the Agent as per of the Terms and Conditions i) Taxation Interest paid by the Issuer to a Noteholder which is a resident company will be subject to income tax at the current rate of fifteen percent (15%) p.a. Interest paid by the Issuer to a Noteholder who is an individual, société, succession or non-resident company will be exempted from income tax Where interest is paid on listed Notes to a Noteholder other than an individual, société, succession or a company, the Issuer (acting through the Agent) will be required by the Income Tax Act 1995 to deduct income tax at source at the current rate of fifteen percent (15%) p.a. (subject to any double taxation agreement in force between Mauritius and the foreign country where the Noteholder is resident) Listing This Prospectus has been approved by the Listing Executive Committee of the SEM on 15 December 2017 and the Notes will be listed on the Official Market of the SEM with first day of listing and trading being 23 January 2018 Governing Law The Notes and this Prospectus are governed by, and shall be construed in accordance with, the laws of the Republic of Mauritius Jurisdiction Arbitration under the rules of the LCIA-MIAC A.3 Background of the Issue The Issuer is an integrated banking and financial services player offering its clients tailored and innovative solutions through its local and foreign subsidiaries and associates. Through The Mauritius Commercial Bank Limited ( MCB ) which was established in 1838, MCB Group has consolidated its position as a leading provider of banking services in Mauritius. It continues to play a key role in promoting the socioeconomic development of Mauritius. MCB Group is diversifying its activities by broadening its offering of non-banking financial services and is playing an increasingly prominent role in the region and beyond. As part of its diversification initiative, on the 26 th October 2017: The Issuer announced its intention to implement its real estate investment strategy. Under this strategy, the Issuer, through MCBRA or other wholly owned subsidiaries (each an Investment Vehicle ), will act as the seed investor for the acquisition of prime real estate yielding assets in Mauritius. In due course, investors will be given the opportunity to participate in the Investment Vehicles; and MCBRA completed the acquisition of 47,798,387 shares in Compagnie de Villages de Vacances de L Isle de France ( COVIFRA ) at an exdividend price per share equal to MUR 22.50 and for a consideration of c. MUR 1.1 billion (the COVIFRA Transaction ). COVIFRA is a company listed on the Development & Enterprise Market of the Stock Exchange of Mauritius Ltd ( DEM ) and is the owner of the Club Med resort located at La Pointe aux Canonniers, Mauritius (the Resort ). The Resort will continue to be leased by a wholly owned subsidiary of Club Med under a long term agreement and will be operated under the Club Med brand. Following the completion of the COVIFRA Transaction, MCBRA is required to make a mandatory offer to acquire the shares of the minority shareholders of COVIFRA in accordance with the Securities (Takeover) Rules 2010. The proceeds from the issuance of the Notes will be used to provide funding for 1 : The COVIFRA Transaction and the subsequent mandatory offer; and Other strategic initiatives of the Issuer s non-banking financial services cluster. B. GLOSSARY OF DEFINITIONS AND ABBREVIATIONS All references in this document to MUR, Rupee, Mauritius Rupee and Rs refer to the currency of the Republic of Mauritius. Where any term is defined within the context of any particular paragraph or section in this Prospectus, the term so defined, shall bear the meaning ascribed to it for all purposes in this Prospectus, unless the context otherwise requires. Expressions defined in this Prospectus shall bear the same meanings in supplements to this Prospectus which do not themselves contain their own definitions. Any reference in this Prospectus to any statute, regulation or other legislation shall be a reference to that statute, regulation or other legislation at the date of this Prospectus, as amended or substituted from time to time. Early redemption Neither the Issuer nor the Noteholders can redeem the Notes prior to the Maturity Date In this Prospectus, unless inconsistent with the context, the following expressions shall have the following meanings: 1 Please refer to Condition 5 for additional details on the use of proceeds. 6 Prospectus Prospectus 7

Additional Interest Amount Has the meaning ascribed to it in Condition 6.6(a) Agency Agreement An agreement between the Issuer and the Agent signed on or about the date hereof setting out the rights and obligations of the parties thereunder as may be further supplemented and/or amended and/or restated from time to time Agent The entity acting as registrar, calculation, paying and transfer agent under the Agency Agreement Aggregate Principal Amount The total Principal Amount raised pursuant to the Issue contemplated hereunder Allotment Date The date on which all successful Prospective Investors will be notified of their allotment by way of an allotment letter sent by email and/or by post. The allotment date has been scheduled for 22 January 2018 Applicable Procedures The rules, guidelines and operating procedures of the SEM and/or CDS, as the case may be Application Form The application form approved by the Issuer for subscription of Notes to be issued hereunder Arrears of Interest Has the meaning ascribed to it in Condition 6.6(b) Board The board of directors of the Issuer Business Day A day (other than a Saturday or Sunday or public holiday) on which commercial banks settle MUR payments in Mauritius CDS Central Depository & Settlement Co. Ltd Companies Act The Companies Act 2001 of the Republic of Mauritius, as amended from time to time Compulsory Arrears of Interest Any of the following events: Payment Event (a) the declaration of payment of dividends on, or the redemption or repurchase of, any ordinary shares of the Issuer at any time when Arrears of Interest are outstanding; and (b) any redemption or repurchase for cash of the Subordinated Notes at any time when Arrears of Interest are outstanding, unless such redemption or repurchase was required under the terms of the Subordinated Notes Condition A term and condition specified in the Paragraph Terms and Conditions of the Notes Constitution The constitution of MCB Group, as amended from time to time Day Count Fraction The actual number of days in the relevant Interest Period divided by 365 days Default Interest Rate One percent (1%) per annum over and above the Interest Rate Encumbrance(s) Any mortgage, charge, lien, pledge, assignment, hypothecation, preferential right, or any other security interest or arrangement Event of Default An event of default set out in Condition 11.1 Final Redemption Amount The amount of principal payable in respect of each Note upon final redemption thereof Following Business Day Convention Has the meaning ascribed to it in Condition 6.7 FSC The Financial Services Commission Group The Issuer, its subsidiaries and associates Insolvency Proceedings Any of the following proceedings as defined under the Insolvency Act 2009 (as amended): a) liquidation (voluntary, creditors or compulsory), b) winding-up, c) conservatorship, d) receivership, or e) administration Interest Amount The amount of interest payable, in respect of each Principal Amount of Notes outstanding, calculated in accordance with Condition 6.3 Interest Commencement Date The first date from which interest on the Notes will accrue, being 22 January 2018 Interest Payment Date Each date which occurs after a certain period following the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date Interest Period The period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date, and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment Date Interest Rate The rate or rates of interest applicable to the Notes as indicated in Condition 6.1 Investment Vehicle Has the meaning ascribed to that term in paragraph A.3 (Background of the Issue) Issuer MCB Group Limited, a public company incorporated under the laws of the Republic of Mauritius and having its registered office at Sir William Newton Street, Port Louis, Mauritius Issue The issue of 2 million Notes for MUR 2 billion in accordance with this Prospectus Issue Date 22 January 2018 Issue Price LEC In relation to a Note, one hundred percent (100%) of the Principal Amount The Listing Executive Committee of the SEM LCIA-MIAC The London Court of International Arbitration Mauritius International Arbitration Centre Maturity Date 22 January 2023 MCB The Mauritius Commercial Bank Limited MCBRA MCB REAL ASSETS LTD Minimum Subscription Amount MUR 50,000, subject to discretional allotment by the Issuer in the event of oversubscription Noteholders The holders of Notes as recorded in the register maintained by the CDS Noteholders Representative La Prudence Mauricienne Assurances Limitée, duly authorised to act on behalf of a Noteholder and appointed pursuant to the Noteholders Representative Agency Agreement Noteholders Representative Agency Agreement Notes Payment Date Principal Amount Prospective Investor The agency agreement entered into between the Issuer and the Noteholders Representative appointing the Noteholders Representative with the aim of providing for the protection and enforcement of the rights and entitlements of Noteholders The notes to be issued by the Issuer under this Prospectus The date on which the Issuer receives the full amount of the subscription proceeds in cleared funds, being 22 January 2018 The nominal amount of each Note specified on an allotment letter An investor provided with this Prospectus or the Simplified Prospectus and considering an investment in the Notes to be issued hereunder Register The register maintained in accordance with Condition 14 Repo Rate The Key Repo Rate or any relevant successor benchmark as set from time to time by the Bank of Mauritius Restricted Countries All countries other than the Republic of Mauritius SEM The Stock Exchange of Mauritius Ltd Simplified Prospectus In relation to this Prospectus, the simplified prospectus prepared in accordance with Rule 5 of the Securities (Public Offers) Rules 2007 Special Resolution In relation to Noteholders, a resolution passed at a properly constituted meeting of such Noteholders duly convened and held in accordance with the provisions of the Noteholders Representative Agency Agreement (i) upon a show of hands, by a majority of not less than seventy five percent (75%) of the voting rights attached to the Notes voted by Noteholders present in person or by proxy or (ii) if a poll is duly demanded, by a majority of not less than seventy five percent (75%) of the votes cast at such poll by the Noteholders present in person or by proxy Subordinated Notes The Floating Rate Subordinated Notes Due 2023 issued by the Issuer under a listing particulars dated 12 th June 2015 (LEC/I/02/2015) Terms and Conditions The Terms and Conditions incorporated in the Paragraph headed Terms and Conditions of the Notes under which the Notes will be issued Tick Size Refers to the minimum yield variation set by the SEM, as set out in the SEM s trading procedures U.S. Person a) any natural person resident in the United States, including any U.S. resident who is temporarily outside the United States; b) any corporation, partnership, limited liability company or other entity organised or incorporated under the laws of the United States; c) any estate of which any executor or administrator is a U.S. Person; d) any trust of which any trustee is a U.S. Person; e) any agency or branch of a foreign entity located in the United States; f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; g) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident, in the United States; and h) any corporation, partnership, limited liability company or other entity if (1) organised or incorporated under the laws of any non-u.s. jurisdiction and (2) formed by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organised or incorporated, and owned, by accredited investors (as defined in Rule 501(a) promulgated under the U.S. Securities Act) which are not natural persons, estates or trusts. 8 Prospectus Prospectus 9

C. DOCUMENTS INCORPORATED BY REFERENCE Notwithstanding the foregoing, the following persons do not constitute U.S. Person for purposes of this Prospectus: a) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-u.s. Person by a dealer or other professional fiduciary organised, incorporated, or (if an individual) resident, in the United States; b) any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person if (i) an executor or administrator of the estate which is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate and (ii) the estate is governed by non-u.s. law; c) any trust of which any professional fiduciary acting as trustee is a U.S. Person shall not be deemed a U.S. Person if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person; d) an employee benefit plan established and administered in accordance with the laws of a country other than the United States and customary practices and documentation of such country; e) any agency or branch of a U.S. Person located outside the United States if (i) the agency or branch operates for valid business reasons and (ii) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and f) the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organisations, their agencies, affiliates and pension plans. The following documents shall be deemed to be incorporated in, and to form part of, this Prospectus (hereinafter the Documents Incorporated by Reference ): a) all supplements to this Prospectus as may be issued by the Issuer from time to time; b) the Agency Agreement; and c) the Noteholders Representative Agency Agreement. Following publication of this Prospectus, a supplement may be prepared by the Issuer. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Prospectus or in a document which is incorporated by reference in this Prospectus. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus. Prospective Investors shall be deemed to have notice of all information contained in the Documents Incorporated by Reference into this Prospectus, as if all such information were included in this Prospectus. Prospective Investors who have not previously reviewed such information should do so in connection with their application for purchase of the Notes. D. DESCRIPTION OF THE ISSUER D.1 About MCB Group MCB Group was incorporated on 5 August 2013 and, as part of the reorganisation of the activities of the MCB group of companies ( Group ), three main clusters were created, namely those of banking, non-bank financial and other investments. The Issuer holds, directly or indirectly, all the investments in the subsidiaries and associates of the Group. The Issuer is an integrated banking and financial services provider, offering a comprehensive range of tailored and innovative solutions to its retail, corporate and institutional clients. The Group s rich history, commitment to its clients, innovative culture and high quality employees underpin its solid franchise and long track record of sustained profitability. The Group has built a reputation as an employer of choice based on its performance culture and emphasis on professional development. The Group was also the first listed company in Mauritius to introduce a fully comprehensive employee share option scheme. The Issuer is one of the largest employers in Mauritius with a headcount of 3,386 employees as at 30 June 2017. D.3 Key Facts and Figures Banking * Non-Banking Foreign involvement The Group *Figures relate to MCB in Mauritius D.4 Group structure Over 950,000 individual and institutional customers Market shares of over 40% for both domestic credit to the economy and local currency deposits and c.55% for cards issued Network of 39 branches/kiosks redesigned around the department store concept 176 strategically-located ATMs (of which 8 forex ATMs), representing 39% of the national park Above 6,800 Point of Sale (POS) terminals, many of which are multi-currency and wireless More than 155,000 registered Internet Banking customers (market share of above 40%) Wide range of mobile services: SMS Banking, Airtime refill through mobile phones, Mobile Banking and Mobile Payments (more than 124,000 registrations for Juice mobile service) Workforce of some 2,600 employees MCB Capital Markets Ltd is the investment banking and asset management arm of the Group. MCB Capital Markets is the leading arranger, and structurer of debt capital market instruments in Mauritius. In addition, through its subsidiaries, MCB Capital Markets has assets under management of c. MUR 22 billion (USD 600 million) Major player in leasing and factoring MCB Microfinance Ltd, launched in July 2016, to assist micro and small entrepreneurs Engagement in consulting services, cards outsourcing operations as well as investment and ancillary undertakings Promotion of actions in the corporate social responsibility and philanthropic fields Presence in 9 countries outside Mauritius through subsidiaries, associates, and representative offices Network of approximately 1,470 correspondent banks worldwide Broadening activities in the context of Bank of Banks proposal Participation in loan syndication as well as structured commodities and project financing As at June 2017, a market capitalization of USD 1.9bn, representing a share of 25.6% based on SEMDEX A broad & diversified shareholder base, with more than 18,500 shareholders Most tradable security on the local stock exchange (market share of over 40%) Source: MCB Group and MCB Annual Report 2017 The chart below sets out the current Group structure. MCB Group s strategy execution is enabled by key operating pillars, which comprise entities, business lines and support functions. Common frameworks and policies, where appropriate, contribute to the accomplishment of the Group s objectives. MCB Investment Holding Ltd, as a wholly-owned subsidiary of the Issuer, is the intermediate holding company of the Banking cluster, which includes MCB as well as the foreign banking subsidiaries and associates. The Non-Banking financial cluster consists of the following activities: 1. MCB Capital Markets, the Group s investment banking arm. It is envisaged that key activities under the REI strategy (e.g. deal sourcing and transaction advisory) will be carried out through MCB Capital Markets; 2. MCB Equity Fund, with assets under management of MUR 2.2bn (June 2017), provides expansion and buy-out capital to small and medium sized businesses; 3. MCB Microfinance, which aims to provide entrepreneurs and self-employed individuals with relatively small unsecured loans; and 4. MCB Factors and Finlease, which offer factoring and leasing services respectively. D.2 A Catalyst for Socio-Economic Development Throughout its history, the Group has been true to its guiding principle of assisting in the advancement of local citizens and institutions of the countries in which it operates. Over time, the Group has met its clients increasingly complex and varied financial needs and has been a major driving force behind the development of various industry sectors which, at inception, were regarded as either unfashionable or risky. These include tourism, textile, local manufacturing, freeport activities, information and communication technology and seafood, which have since developed into key pillars of the Mauritian economy. MCB Group is a socially responsible institution. It is committed to the promotion of social welfare and meeting its responsibilities vis-à-vis the community. In 2010, MCB established the MCB Forward Foundation. The latter spearheads the Group s corporate social responsibilities. In 2016/17, MUR 86.3 million was entrusted to MCB Forward Foundation, which undertook 77 corporate socially responsible projects. 10 Prospectus Prospectus 11

(10%) * Relate to clusters BANKING* MCB INVESTMENT HOLDING LTD (100%) D.5 Board Composition MCB Ltd (100%) Banque Française Commerciale Océan Indien (Associate) (49.99%) Société Générale Moçambique (Associate) (35%) MCB Madagascar SA (80%) MCB Seychelles Ltd (100%) MCB (Maldives) Private Ltd (100%) MCB GROUP LIMITED NON-BANKING FINANCIAL* MCB Capital Markets Ltd (100%) MCB Equity Fund Ltd (100%) Finlease Co. Ltd (100%) MCB Factors Ltd (100%) Credit Guarantee Insurance Co. Ltd (Associate) (40%) MCB Microfinance Ltd (100%) MCB Real Assets Ltd (100%) Source: MCB Group, as at 30 October 2017 OTHER INVESTMENTS* Fincorp Investment Ltd (57.73%) MCB Properties Ltd (100%) International Card Processing Services Ltd (80%) MCB Consulting Services Ltd (100%) MCB Forward Foundation (100%) Blue Penny Museum (95%) MCB Group is led by a committed and unitary board, which is collectively accountable and responsible for the long-term success of the organisation. The Group operates within a clearly defined governance framework which provides for delegation of authority and clear lines of responsibility while enabling the Board to retain effective control. As such, the Board is ultimately accountable and responsible for the performance and affairs of the Group. The Board is comprised of highly experienced individuals with a wealth of expertise across various sectors (including banking and financial services). A summary profile of the directors of MCB Group is included in the table below. Name Biography Nationality Address Didier HAREL (Chairperson) Qualifications: BSc in Chemical Engineering and Chemical Technology (UK) and MBA (France) Skills and experience: Didier has a track record of over forty years in the downstream sector of the oil industry, having worked for the EXXON and TOTAL Groups. He started his career with Esso in Mauritius in 1974 and was appointed as Managing Director of Esso Reunion in 1982. After an assignment as Supply & International Sales Manager at Esso Europe-Africa Services Inc Headquearters in London, he joined the TOTAL Group in 1988 where he was entrusted several international assignments, as Managing Director and Chief Executive Officer of major subsidiaries in Europe and southern Africa. He also shouldered an array of senior executive positions at TOTAL s Africa and Middle East Head Office in Paris and within TOTAL France, the home-based marketing and distribution company of the Group. He was seconded in 2012 by TOTAL S.A as Chairman and CEO of Société Anonyme de Gestion des Stocks Stratégiques, the national oil compulsory stock obligation entity for France. Directorship(s) in other public companies: Sun Ltd, Terra Mauricia Ltd, MCB Forward Foundation, Terragri Ltd (5%) Mauritian Les Vieux Banians, Balaclava, Mauritius Name Biography Nationality Address Sunil BANYMANDHUB Qualifications: BSc (Honours) in Civil Engineering, Master s Mauritian Impasse des degree in Business Studies and Chartered Accountant (UK) Skills and experience: Sunil has occupied senior positions in the private sector in Mauritius prior to launching his own transport company in 1990. In 2001, he joined the CIM Group, a company engaged in financial and international services, from which he retired as Chief Executive Officer in 2008. During his career, he has been involved in various private sector organisations. Amongst others, he was President of the Mauritius Employers Federation. He was a Member of the Presidential Commission on Judicial Reform, headed by Lord Mackay of Clashfern, a former UK Lord Chancellor. He is currently a director of a number of domestic and global business entities, acting either as Chairperson or Board member, and is also Adjunct Professor at the University of Mauritius. Directorship(s) in other public companies: Omnicane Ltd, Fincorp Investment Ltd, New Mauritius Hotels, Blue Life Ltd Tourterelles, Pereybere, Mauritius Karuna BHOOJEDHUR- OBEEGADOO Jean-Jacques DUPONT DE RIVALZ DE ST ANTOINE Qualifications: BSc (Hons) in Actuarial Science and Fellow of the Institute and Faculty of Actuaries (UK) Skills and experience: Karuna started her career at the M&G Reinsurance Company in London (now Swiss Re) in 1985 prior to joining the State Insurance Company of Mauritius Ltd (SICOM) as Actuary and Manager of the Life, Pensions and Actuarial departments in 1990 when she was also appointed actuarial advisor to the National Pensions Fund and member of its Investment Committee. She was previously the Chief Executive of the SICOM Group. In the past, she has served as director on the Board of several companies, including State Bank of Mauritius Ltd, National Mutual Fund Ltd, First Republic Fund Ltd, Cyber Properties Investment Ltd, Mauritius Housing Company Ltd, National Housing Development Company Ltd, China Index Fund Ltd and China Actis Ltd. She was also a Founding Member of the National Committee on Corporate Governance and of the Board of Investment. Directorship(s) in other public companies: Sicom Ltd, Sicom General Insurance Ltd, Sicom Financial Services Ltd, Sicom Management Company Ltd, Sicom Global Fund Ltd Qualifications: Diplôme de l Institut d Etudes Politiques de Paris (France) and MBA (USA) Skills and experience: Jean-Jacques started his career in 1977 as Financial Advisor at Deep River Beau Champ prior to joining the World Bank Group in 1980 under the Young Professionals Program. He integrated the International Finance Corporation (IFC) where he worked on agro-industrial projects in several countries in West Africa. Since 1987, he acted as Principal Operations Officer within the World Bank successively for Europe, Central Asia, Latin America and the African region, whilst being responsible for the Health, Nutrition and Population (HNP) projects undertaken in various countries therein. Moreover, he was appointed as Cluster Leader of the World Bank s HNP Division for West Africa in 2008 before acting as the Sector Manager for the African region in 2011-2012 when he was also a member of the HNP Sector Board worldwide. Mauritian Mauritian La Hausse de la Louvière Street,Floréal, Mauritius 1084 Pipesten PL, Potomac MD 20854, USA 12 Prospectus Prospectus 13

Name Biography Nationality Address Gilbert GNANY Mauritian (Chief Strategy Officer) Navin HOOLOOMANN, C.S.K Jean-Louis MATTEI Qualifications: Licence ès Sciences Economiques (Economie Mathématique), Maîtrise en Econométrie and DESS en Méthodes Scientifiques de Gestion et Calcul Economique Approfondi (France) Skills and experience: Gilbert previously worked as Senior Advisor on the World Bank Group s Executive Board where he was responsible for issues relating mainly to the International Finance Corporation (IFC) and to the private and financial sectors. Prior to joining the World Bank, he was the MCB Group Chief Economist and Group Head of Strategy, Research & Development after having been the Economic Advisor to the Minister of Finance in Mauritius. During his career, he has been involved in various high-profile boards/committees. Amongst others, he chaired the Stock Exchange of Mauritius Ltd, the Statistics Advisory Council and the Statistics Board as well as having been a director of the Board of Governors of the Mauritius Offshore Business Activities Authority and of the Board of Investment. He was also a member of the IMF Advisory Group for sub-saharan Africa (AGSA) and a member of the Senate of the University of Mauritius. Furthermore, he is the Chairperson of the Economic Commission of Business Mauritius which serves, inter alia, as a platform for public-private sector dialogue. Directorship(s) in other public companies: Promotion and Development Ltd, Caudan Development Ltd, COVIFRA, MCBRA, MCB Capital Markets Ltd (and all its subsidiaries), MCB Microfinance Ltd, MCB Consulting Services Ltd, MCB Properties Limited, MCB Group Corporate Services Ltd, MCB Forward Foundation, MCB Seychelles Limited, MCB (Maldives) Private Limited Qualifications: Chartered Surveyor FRICS (UK) Skills and experience: Navin has over 30 years of experience in the construction industry internationally. He is the founder and Managing Director of Hooloomann & Associates Ltd, a construction, project management and cost management consultancy firm operating in Mauritius, Seychelles, Maldives, Sri Lanka, India and West Africa. He has served on the Board of MCB Ltd for several years since 2002 and was a director thereof until March 2014, after which he was appointed Director of MCB Group Limited following the Group s restructuring exercise. Qualifications: Diplôme d Etudes Supérieures en Droit Privé, Diplôme du Centre d Etudes Supérieures de Banque and Diplôme de l Institut d Etudes Politiques de Paris (France) Skills and experience: Jean-Louis has accumulated wide-ranging experience in the banking sector, having worked for Société Générale Group for 40 years. Over this period, he has shouldered an array of high-level responsibilities within the group, acting as Chairperson, Director or Chief Executive Officer, in its various offices based worldwide. In 1998, he took charge of Société Générale international retail banking operations and built the group s international network, particularly in northern Africa and in the sub-saharan region as well as in Eastern Europe. Prior to his retirement in 2013, he was a member of the Executive Committee of Société Générale Group. He is a member of the Board and also acts as Chairperson of the Audit Committee of Agence Française de Développement Directorship(s) in other companies: Agence Francaise De Développement, Societé Générale de Banque au Liban Mauritian French Port Chambly, Terre Rouge, Mauritius 31 Dodo Avenue, Quatre Bornes, Mauritius 24 Rue Pierre et Marie Curie, 75005, Paris, France Name Biography Nationality Address Jean-Pierre Mauritian MONTOCCHIO Pierre Guy NOEL (Chief Executive) Jean Michel NG TSEUNG Qualifications: Notary Public Skills and experience: Jean-Pierre sits on several boards of companies spanning various sectors of the economy. He has served on the Board of MCB Ltd for several years since 2001 and was a Director thereof until March 2014, after which he was appointed Director of MCB Group Limited following the Group s restructuring exercise. Directorship(s) in other public companies: Fincorp Investment Ltd; Caudan Development Ltd; Promotion and Development Ltd; New Mauritius Hotels Ltd; Rogers & Co. Ltd ; ENL Land Ltd ; Les Moulins de la Concorde Ltée Qualifications: BSc (Honours) in Economics and Chartered Accountant (UK) Skills and experience: From 1981 to 1991, Pierre Guy worked at De Chazal Du Mée & Co. where he became a partner in financial consultancy. He joined MCB in 1992 as Planning and Development Consultant before being appointed General Manager of the Bank in 1996. Following the organisation s restructuring, he became the Chief Executive of MCB Group Limited in April 2014. He is a Board member of several companies within the Group namely, amongst others Banque Française Commerciale Océan Indien, MCB Madagascar, MCB Seychelles, MCB Maldives, MCB Investment Holding Ltd, MCB Capital Markets Ltd, MCB Equity Fund, MCB Consulting Services Ltd, MCB Factors Ltd, International Card Processing Services Ltd, Credit Guarantee Insurance Co. Ltd and MCB Microfinance Ltd amongst others, acting either as Chairperson or Director. He was appointed to the Board of MCB Ltd in 2005 and was a Director thereof until March 2014 when he joined the Board of MCB Group Limited following the Group s restructuring exercise. Board Committee membership(s): Risk Monitoring Committee; Remuneration, Corporate Governance and Ethics Committee; Strategy Committee; Supervisory and Monitoring Committee Directorship(s) in other public companies (in addition to the list above): COVIFRA, MCBRA, Blue Penny Museum, Le Refuge du Pêcheur Ltd, Port Launay Resort Ltd, Mascareignes Properties Ltd, MCB Group Corporate Services Ltd, MCB Properties Ltd, MCB Forward Foundation Qualifications: BSc (Honours) in Mathematics and Chartered Accountant (UK) Skills and experience: Jean Michel joined MCB Ltd in January 2004 and was Head of Corporate of the Bank until July 2015, when he was appointed Chief Executive Officer of MCB Investment Holding Ltd. He trained as a Chartered Accountant with Arthur Andersen in London before becoming Partner and Head of the Audit and Business Advisory Department of De Chazal Du Mée and subsequently of Ernst & Young. Whilst currently being a Board member of several companies within the Group namely MCB Investment Holding Ltd, MCB Ltd, MCB Seychelles, MCB Maldives, MCB Madagascar and Finlease Co. Ltd, he sits on the Risk Monitoring Committee of MCB Ltd. Directorship(s) in other companies (in addition to the list above): MCB, Les Jamalacs, BFCOI, MCB Properties Ltd Mauritian Mauritian Royal Road, Helvetia, St Pierre, Mauritius Route Eureka, Moka, Mauritius Queen Mary Avenue, Floreal, Mauritius 14 Prospectus Prospectus 15

Name Biography Nationality Address Alain REY Qualifications: BSc (Honours) in Economics and Chartered Mauritian 41C Queen Mary Accountant (UK) Skills and experience: Alain has acquired wide financial experience, having been Manager at Citibank NA (Paris) and Regional Corporate Manager at Barclays Plc in Mauritius. He also has a long experience in the textile industry and was namely Financial Director at Corotex, General Manager at Shape Fabrics Ltd and has served as Senior Vice President and Chief Financial Officer at Novel Denim Holdings Ltd, a NASDAQ listed company. He has also been the Chief Executive Officer at Compagnie de Mont Choisy Ltée, a company involved in agricultural and property development activities. He was previously a director of AfrAsia Bank Ltd, State Bank of Mauritius Ltd and SBM Holdings Ltd. Directorship(s) in other public companies: Terra Mauricia Ltd; CIEL Textile Ltd; New Mauritius Hotels Ltd, Terragri Ltd, Terra Finance Ltd, MCB Microfinance Ltd Avenue, Floréal, Mauritius Margaret WONG PING LUN D.6 Board Committees Qualifications: BA (Honours) in Business Studies and Chartered Accountant (UK) Skills and experience: Prior to joining the University of Mauritius in 1991 where she was a lecturer in Accounting and Finance, Margaret was a Senior Manager at De Chazal Du Mée s Consultancy Department. She was formerly a member of the Listing Executive Committee of the Stock Exchange of Mauritius Ltd. She was appointed to the Board of MCB Ltd in 2004 and was a Director thereof until March 2014, after which she joined the Board of MCB Group Limited following the restructuring of the Group. She currently sits on the Board of MCB Factors Ltd, a subsidiary of the Group. Directorship(s) in other public companies: Terra Mauricia Ltd, COVIFRA, MCB Factors Ltd, MCBRA Mauritian Dr. Lallah Lane, Floreal, Mauritius While the Board has reserved certain matters for its approval, it has created five committees tasked to provide specialist guidance to the Board to help it carry out its duties and responsibilities. A reporting mechanism is in place to ensure that matters affecting the affairs and reputation of the Group are escalated to the Board by the chairpersons of these committees and the boards of subsidiaries. In this way, the Board maintains an effective oversight process within a flexible and autonomous structure that allows for adequate ring-fencing of activities, as gauged by the segregation of banking and non-banking operations. The Board s committees consist of the Risk Monitoring Committee, the Audit Committee, the Remuneration, Corporate Governance & Ethics Committee, the Strategy Committee and the Supervisory & Monitoring Committee. The Board s committees have the role of facilitating the discharge of Board s responsibilities and provide in-depth focus on specific areas. In fulfilling their role of providing oversight and guidance, chairpersons of Board s committees escalate all significant matters impacting the Group to the Board. D.7 Gearing up for the Future MCB Group is well positioned to carry on its objective of becoming a one-stop shop for financial services locally and in the region, whilst continuing to generate sustainable value for all its stakeholders. The Group intends to take advantage of the growth opportunity present within Sub Saharan Africa and increase its service offering to customers. To this end, the Issuer announced on 26 th October 2017 that it had approved the implementation of a real estate investment ( REI ) strategy, whereby the Issuer will act, through the Investment Vehicles, as seed investor for the acquisition of prime real estate assets. Key Trends MCB Group s key financial metrics are included in the chart below. MUR bn MUR bn 18 16 14 12 10 8 6 4 2 0 6.8 6.6 6.4 6.2 6.0 5.8 5.6 5.4 5.2 Income Growth of 8.3% p.a. 2015 2016 2017 Net Interest Income 2017 Profit up by 1.2% p.a. over 2016 2015 2016 2017 Profit Non-Interest Income RoE (RHS) 18 16 14 12 10 8 6 4 2 0 % Source: MCB Group During FY 2016/17, the Group consolidated its leading local banking position, bolstered its non-bank activities and pursued its international market diversification strategy. Initiatives were adopted to strengthen foundations for market expansion, promote superior customer relationships and experiences, reinforce growth enablers and improve operational excellence, with effective channel management and technological innovation being at the forefront of various undertakings. Subsequently and in spite of the challenging operating context, the Group posted a resilient financial performance. This was manifested by an increase in attributable profits to equity holders of the Group rising by 1.2% (on a year-on-year basis) to reach MUR 6,702 million. This rise in profits was achieved in spite of the challenging macroeconomic environment. The demand for credit remains subdued and competitive pressures remain strong. Furthermore, the Mauritian banking system remains awash with liquidity; a situation which shows no signs of abating. Yet, the Group s operating income grew by 7.6% to MUR 15,506 million. This was underpinned by a further rise in net interest income and a recovery in net fee and commission income whilst other income was boosted by a strong growth in profit on exchange and increased revenues from non-banking business entities. With operating expenses growing by 10.6% amidst capacity-building initiatives aiming at further consolidating the basis of MCB Group's future organic growth, and net impairment charges increasing by 4.1%, operating profit went up by 5.9% to reach MUR 8,054 million. The majority of the Group profits was sourced from the banking cluster (section table below), with the share of foreign-sourced income standing at around 43% in spite of the dampened performances of foreign banking entities, which were further exacerbated by the strength of the rupee. The non-banking activities accounted for some 8% of the results, representing a drop from the preceding year mainly due to the decline in contribution from Promotion and Development Ltd. The Group has sustained generally sound financial indicators in FY 2016/17, as evidenced by further improvement of its capital adequacy ratios as well as the maintenance of strong funding and liquidity positions. MUR bn MUR bn 18 16 14 12 10 60 50 40 30 20 10 0 8 6 4 2 0 Income Growth Outstripping Expenses FY 2015 FY 2016 FY 2017 Operating Expenses Operating Income Continued Growth in Tier 1 Capital 2015 2016 2017 Tier 1 Tier 2 Tier 1 Ratio (RHS) 17.0 16.5 16.0 15.5 15.0 14.5 14.0 13.5 13.0 12.5 % The REI activity will initially be focused on originating and acquiring income producing real estate assets in Mauritius. Depending on market opportunities, the REI activity may be expanded to other geographies and/or other real estate investment strategies, including development and value-add. In due course, investors will be given the opportunity to participate in the Investment Vehicles. D.8 Financial Performance MCB Group s financial performance over the last 3 financial years is included in Paragraph F of this Prospectus. 16 Prospectus Prospectus 17

Contribution to Group profits The table below sets out the Group operating entities and their relative contribution to the Issuer s FY 2017 profits. Group entities and associates Banking The Mauritius Commercial Bank Limited Country of incorporation Mauritius Principal activities Banking & Financial services MCB Seychelles Ltd Seychelles Banking & Financial services MCB Madagascar SA Madagascar Banking & Financial services MCB (Maldives) Private Ltd Republic of Maldives Banking & Financial services Banque Française Commerciale Océan Indien France Banking & Financial services Stated capital MUR million Effective holding % 6,880 100.00 83.0 50 100.00 2.6 130 90.00 0.6 333 100.00 1.6 49.99 5.2 % of Group Profit Société Générale Moçambique Mozambique Banking & Financial services 35.00-1.2 91.8 Non-banking financial and other investments MCB Equity Fund Ltd Mauritius Private Equity 2,085 100.00 3.8 Fund MCB Capital Markets Ltd Mauritius Investment 73 100.00 1.8 Holding Company MCB Factors Ltd Mauritius Factoring 50 100.00 0.7 Credit Guarantee Insurance Co Ltd Mauritius Insurance Services 40.00 0.0 MCB Microfinance Ltd Mauritius Credit Finance 75 100.00-0.3 Fincorp Investment Ltd Mauritius Investment 103 57.73 1.8 Company o/w Finlease Mauritius Leasing Company 200 57.73 0.4 International Card Processing Services Mauritius Providing card 100 80.00 0.2 Ltd system facilities, card embossing & encoding services MCB Properties Ltd Mauritius Property 15 100.00 0.0 ownership & development Blue Penny Museum Mauritius Philatelic museum 1 97.88 0.0 MCB Consulting Services Ltd Mauritius Consulting; advisory; 52 100.00 0.1 support and maintenance services Total 100.0 Analysis of results for first quarter to 30 September 2017 Source: MCB Group Annual Report 2017 The Issuer s financial performance during the first quarter of FY 2017/18 can be summarised as follows: Profit attributable to shareholders rising to MUR 1,683m (an increase of 5.4% compared to the 3 months to September 2016); Operating income rising to MUR 3,918m (an increase of 7.3% compared to the 3 months to September 2016); and Total Assets rising to MUR 357.8bn (an increase of 9.6% compared to the 3 months to September 2016). Prospective Investors can find additional details pertaining to the Issuer s latest financial performance at https://www.mcbgroup. com/en/investor-centre/financial-reports and the unaudited quarterly interim report of the Issuer for the first quarter to 30 September 2017 is available for inspection pursuant to Paragraph J (Documents Available for Inspection). Outlook for FY 2017/18 While the anticipated improvement in the economic environment globally is encouraging, we anticipate market conditions to remain challenging. In Mauritius, economic growth is likely to pick up only gradually, with delays being observed in the implementation of large scale infrastructure projects. There is little sign of the excess liquidity situation abating, the more so that certain large public sector projects are being financed from abroad. Against this backdrop, we expect continued pressures on demand for bank credit and interest margins while the relative strength of the rupee amidst excess supply of foreign currencies is exerting pressures on our profit on exchange and adversely affecting foreign-sourced income. The Group s pipeline is, however, encouraging with our international operations and non-banking activities expected to grow further. D.9 Shareholder Information The Issuer s issued share capital is shown in the table below. As at 30 June 2017, the Issuer s stated share capital amounted to MUR 2,477.8 million comprising of 238.4 million ordinary shares. The shares have no par value and rank pari passu among themselves. The shares have a right to dividend. The Issue will have no impact on the share capital of the Issuer. Largest Shareholders Number of shares 30 th June 2015 238,047,079 30 th June 2016 238,187,172 30 th June 2017 238,422,890 Source: MCB Group Annual Report 2017 The table below sets out the Issuer s ten largest shareholders as at 30 June 2017. Largest shareholders No. of shares owned % Holding National Pension Fund 16,483,120 6.9 Swan Life Ltd 7,793,227 3.3 Promotion and Development Limited 6,952,200 2.9 State Insurance Company of Mauritius Ltd 3,839,108 1.6 La Prudence (Mauricienne) Assurances Limitée 3,540,923 1.5 SSL C/O SSB Lloyd George Investment Company Plc 3,323,811 1.4 The Bank of New York Mellon 3,294,016 1.4 SSB A/C SQM Frontier Africa Master Fund Ltd 2,625,750 1.1 Policy Ltd 2,532,535 1.1 New Mauritius Hotels Group Superannuation Fund 2,264,765 0.9 Total 52,640,455 22.1 Source: MCB Group Annual Report 2017 Employee Share Option Scheme The Issuer has put in place an employee share option scheme. This scheme provides eligible employees with the opportunity to participate in the financial performance of the Issuer through the acquisition of shares in MCB Group. Under the employee share option scheme, employees are granted non-transferable options to buy the Issuer s shares with up to a maximum of 25% of their annual performance bonus. The options, which can be exercised over a period of one year through four specific windows, carry a retention period of three years. The option price is based on the average of the share price over the quarter prior to the date on which the options are granted, to which a discount of 10% is applied. Members of the Group s management team are, however, not entitled to such a discount. Once issued, the shares rank pari passu as to dividend, capital, voting right and in all other respects with the existing shares of the Issuer. Earnings per Share The earnings per share is calculated by dividing the profit attributable to the ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year after adjustment for the effects of all dilutive potential ordinary shares. The Issuer has only share options as a category of dilutive potential ordinary shares. The calculation of the earnings per share for the last 3 years, including the share options, is shown in the table below. 18 Prospectus Prospectus 19

Description FY 2017 FY 2016 FY2015 Profit attributable to equity 6,702.1 6,625.5 5,722.0 holders of the Group (MUR m) Average number of ordinary 238,309 238,125 238,014 shares (thousands) Effect of share options in issue 166 42 49 (thousands) Diluted number of shares 238,475 238,167 238,063 (thousands) Earnings per share 28.10 27.82 24.04 Dividend Policy Source: MCB Group Annual Report 2017 and 2016 MCB Group seeks to distribute around 30% of its profits in the form of dividends. An interim dividend is declared in June and paid in July, while a final dividend is declared in September and paid in December. The Issuer aims to supply its shareholders with on-going returns in the form of a stable and relatively predictable dividend path. The dividend per share paid during the last 3 years is shown in the table below. 2017 2016 2015 Dividend Paid in MUR/Share MUR/Share MUR/Share July 4.25 4.00 3.75 December 5.00 4.75 4.25 Total dividend paid 9.25 8.75 8.00 % Earnings Per Share 32.9 31.4 33.3 D.10 Additional Consideration Source: MCB Group Annual Report 2017 and 2016 1) Ratio of Operating Profits against Interest Expense The ratio of the Issuer s operating profits (as per the Issuer s FY 2017 audited financial statements) against its interest expense is reported in the table below. 2) Directors Interest As at June 2017 Operating Profit (in million) 2,481 Interest Expense (in million) 246 Coverage 10.1x Source: MCB Group. Calculations based on a company (and not Group) basis The directors and the chief executive of the Issuer and their associates (as known to each director having made all reasonable enquiries) having an interest in the equity or debt securities of the Issuer as at 30 June 2017, are set out below: Directors No. of shares held No. of Debentures held Directly Indirectly Jean-Jacques DUPONT DE RIVALZ 88 - - DE ST ANTOINE Gilbert GNANY 198,102-200 Navin HOOLOOMANN, C.S.K. 55,910 974,029 2,500 Jean-Pierre MONTOCCHIO 1,000 74,533 2,195 Jean Michel NG TSEUNG 7,885 - - Pierre Guy NOEL 1,145,459 28,492 - Alain REY 4,840 - - Margaret WONG PING LUN 500 46,625-3) Directors Remuneration The table below sets out the remuneration received by each director on the Board in the financial year ended 30 June 2017. Remuneration and benefits received MUR000 From MCBG MUR000 From subsidiaries MUR000 Total MUR000 Didier HAREL 2,170-2,170 Gérard HARDY (up to September 2016) 405-405 Sunil BANYMANDHUB 822 38 860 Karuna BHOOJEDHUR-OBEEGADOO 438-438 Jean-Jacques DUPONT DE RIVALZ DE ST ANTOINE 696-696 Navin HOOLOOMANN, C.S.K. 438-438 Jean-Louis MATTEI 822-822 Jean-Pierre MONTOCCHIO 438 110 548 Jean Michel NG TSEUNG (as from November 2016) - 7,474 7,474 Alain REY 564 40 604 Margaret WONG PING LUN 564 43 607 Total Non-Executive 7,357 7,705 15,062 Pierre GUY NOEL 29,302-29,302 Gilbert GNANY 16,388-16,388 Total Executive 45,690-45,690 Total (Non-Executive and Executive) 53,047 7,705 60,752 For FY 2017/18, the remuneration of the non-executive directors for a full year of service is expected to rise by 4% p.a. The remuneration of the executive directors will be determined by the Remuneration, Corporate Governance & Ethics Committee and will be based on the performance of the Group. 4) Outstanding Debt Securities As at the date of this Prospectus, the Issuer s total listed securities (not representing share capital) comprised of the Subordinated Notes worth MUR 4,535m. 5) Mortgages The Issuer has not granted any Encumbrances on its assets. 6) Working capital The directors of the Issuer, after due and careful enquiry, certify that the working capital available to the Issuer is sufficient for its present requirements, that is 12 months from the date of admission of the Notes. 7) Material adverse change There has been no material adverse change in the financial or trading position of the Issuer since 30 June 2017. 8) Material interest There are no contracts or arrangements subsisting at the date of this Prospectus in which a director of the Issuer is materially interested and which is significant in relation to the business of the Group. 9) Material contracts entered outside the ordinary course of business There is currently no service contract between the Issuer and its directors. The directors, the Issuer or any member of the Group has not entered into any material contracts, other than contracts entered into in the ordinary course of business, in the two years immediately preceding the publication of the Prospectus. 10) Loans and guarantees to directors of the Issuer As at date of this Prospectus, the Issuer has not granted any loans and/or guarantees to its directors. 11) Legal and arbitration proceedings As far as the directors of the Issuer are aware, there are no current, pending or threatened legal or arbitration proceedings against the Issuer, which may have, or have had, in the past twelve months preceding the date of this Prospectus, a material impact on the Issuer s financial position. 20 Prospectus Prospectus 21

12) Conflicts of Interest Prospective Investors are advised that the directors of the Issuer are employed by and/or are directors of entities within the Issuer s group (its affiliates, parent company and ultimate holding company), which may result in conflicts between the financial interests of the Issuer and the interest of other entities within the Group. 13) Costs relating to the Listing and Estimated Net Proceeds An application has been made for a listing of the Notes on the Official Market of the SEM. The estimated cost for the admission of the Notes to the Official Market of the SEM is as follows: Details Amount (MUR) Total upfront fees to functionaries appointed (incl VAT) 14,000,000 SEM fees 95,000 FSC fees 100,000 Total 14,195,000 Expenses relating to the listing of the Notes shall be borne solely by the Issuer. The net proceeds after deducting the estimated cost of admission above are estimated at MUR 1.986 billion. 14) Key licences of subsidiaries (a) Banking licence issued to The Mauritius Commercial Bank Limited under Section 7 of the Banking Act 2004; (b) Foreign institutional investor licence from the Securities and Exchange Board of India; (c) Banking licences for foreign banking subsidiaries of the Group; and (d) Credit Finance, Leasing, Factoring, Registrar and Transfer Agent, CIS Manager, Investment Dealer, Investment Adviser and Investment Adviser (Corporate Finance Advisory) licences issued pursuant to the Financial Services Act 2007. E. TERMS AND CONDITIONS OF THE NOTES The following are the Terms and Conditions of the Notes to be issued by the Issuer under this Prospectus and will be incorporated by reference into each Note. The Board has approved the issue of the Notes, the terms and conditions of which are provided in this Part E of this Prospectus. 1. Issue 1.1 The Issuer will issue Notes for an Aggregate Principal Amount of up to MUR 2 billion ( Targeted Amount ). 1.2 The Minimum Subscription Amount for the Notes shall be MUR 50,000 subject to discretional allotment by the Issuer in the event of oversubscription. The Principal Amount per Note shall be MUR 1,000. The Issue Price of 100% of the Principal Amount shall be paid in one instalment on 22 January 2018. 1.3 The offer will be made available to the general public. 1.4 The Board reserves its right: (a) (b) to allot Notes for Principal Amounts being less than the Minimum Subscription Amount in the event of oversubscription; or to close the offer at an earlier date and/or not to process subscriptions received (without assigning any particular reasons therefor) on the occurrence of events which are beyond the control of the Issuer. 1.5 In the event that subscriptions received are not processed or in the event of oversubscription, where the Board, in its absolute discretion, decides not to allot additional Notes, all monies already paid by investors will be returned to them without interest and net of bank charges. Refunds will be made within two (2) Business Days after the Allotment Date by bank transfer to the account specified on the Application Forms. The Issuer will make necessary arrangements so that no bank charges are applied for bank accounts maintained with MCB but the Prospective Investors must be aware that they may be subject to such charges by other banks. 1.6 The Issue is not underwritten. The Issuer will proceed with the Issue and the listing of the Notes regardless of any amount subscribed. 2. Form of the Notes 2.1 The Notes will be issued in inscribed form and will be numbered, from 1 to 2,000,000. 2.2 No certificates will be issued. Legal ownership of the Notes will, upon listing on the Official Market of the SEM, be reflected in book entries recorded by the CDS and such records shall constitute the definitive evidence of the title of the Noteholder to the number of Notes shown in his CDS Account. Successful applicants for the Notes will be issued with an allotment letter to confirm allotment of the Notes subscribed for. 2.3 Upon admission to listing on the Official Market of the SEM, the Notes will be credited to CDS accounts of Noteholders. 2.4 The Register of Noteholders is to be kept by the Agent as per Condition 14. 3. Status of the Notes The Notes will constitute senior unsecured debt obligations of the Issuer and will rank as follows: (a) Senior to any subordinated creditors of the Issuer including the holders of Subordinated Notes; (b) Pari-passu with other unsecured creditors of the Issuer; (c) Pari-passu amongst themselves; and (d) Senior to all classes of the share capital of the Issuer. 4. Security interest No security or guarantee in rem or in personam is being granted by the Issuer or any third party. Prospective Investors of the Notes should accordingly be aware that by purchasing the Notes, they are subject to the credit risk of the Issuer, as described in Paragraph Risk Factors Relating to the Issuer. 5. Use of Proceeds The proceeds from the issue of the Notes will be used to provide funding for the expansion of the Issuer s non-banking activities. The proceeds raised will be used to provide funding for: (a) the COVIFRA Transaction (for an amount of MUR 1.1 billion) and finance the subsequent mandatory offer triggered by such investment (for an amount of up to MUR 200 million); and (b) Other strategic initiatives of the Issuer s non-banking financial services cluster. [SA20] Accordingly, from the estimated net proceeds, up to MUR 1.3 billion will be applied in the manner specified in Condition 5(a) above and the remaining amount in the manner specified in Condition 5(b) above. 6. Interests 6.1 Interest Rate The Interest Rate payable from the Issue Date in respect of the Notes shall be the Repo Rate. If during the course of an Interest Period there is a change in the Interest Rate, the interest rate for that Interest Period will be calculated using the weighted average of the Repo Rate for that Interest Period based on the actual number of days elapsed (including the first day and excluding the last day in the Interest Period). The Issuer shall notify the SEM of the revised Interest Rate following a change in the Repo Rate before the opening of the next trading session. 6.2 Interest Payment Dates Interest shall be payable quarterly and will occur on 22 January, 22 April, 22 July and 22 October in each year and starting on the 22 nd April 2018. Interest will be payable in arrears based on the Principal Amount. 6.3 Calculation of Interest Amount The Agent will calculate the Interest Amount as follows: (Interest Rate) X (Principal Amount) X (Day Count Fraction), rounded to the nearest cent. The implied yield on the Notes is equivalent to the weighted average Interest Rate applicable over the Interest Period. [SA11(b) 6.4 Agent s decision to be final All communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition by the Agent shall, in the absence of wilful deceit, bad faith, manifest error or any dispute, be binding on the Issuer, the Agent, the Noteholders Representative and all Noteholders, and no liability to the Issuer or the Noteholders shall attach to the Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions. 6.5 Accrual of Interest Each Note will cease to bear interest (if any) from the date of its redemption unless, upon due presentation thereof, payment of principal is improperly withheld or refused. In such event, interest will accrue at the Interest Rate until the date on which all amounts due in respect of such Note have been paid. 6.6 Interest Deferral (a) Right to defer interest Subject as provided herein, the Issuer may, on any Interest Payment Date, defer payment of interest in respect of the Notes accrued in the Interest Period ending on the day immediately preceding such date. Any Interest not paid on 22 Prospectus Prospectus 23

(b) such Interest Payment Date, together with any other Interest not paid on any other such Interest Payment Date, shall, so long as the same remains unpaid, constitute Arrears of Interest. Interest will accrue on the amount of Arrears of Interest at the Default Interest Rate, and such amount of Interest (the Additional Interest Amount ) accrued up to any Interest Payment Date shall be added, for the purpose only of calculating the Additional Interest Amounts accruing thereafter, to the amount of Arrears of Interest remaining unpaid on such Interest Payment Date. Arrears of Interest Without prejudice to the other provisions herein, any Arrears of Interest (together with all corresponding Additional Interest Amounts) may be paid in whole or in part at any time at the discretion of the Issuer and in any event will become due and payable in whole but not in part upon the earliest of: (i) within 30 days of the date of the occurrence of a Compulsory Arrears of Interest Payment Event; (ii) the date on which an order is made by any competent court or a resolution is passed to have Insolvency Proceedings initiated against the Issuer; (iii) the next Interest Payment Date on which the Issuer elects to make a payment of interest under the Notes (an Interest Payment Election ), other than a payment of Arrears of Interest or Additional Interest Amounts; or (iv) the Maturity Date. 10. Taxation All payments made under the Notes shall be made without set off or counterclaim and without any withholding or deduction for or on account of tax other than as required from time to time by law. 11. Events of Default 11.1 An event of default ( Event of Default ) shall arise if any one or more of the following events shall have occurred and be continuing: (a) except in case of interest deferral pursuant to Condition 6.6, the failure by the Issuer to pay within seven (7) Business Days from the due date any amount due in respect of any of the Notes (the Payment Default ); or (b) the granting of an order by any competent court or authority for the liquidation, winding-up, conservatorship, receivership, dissolution or administration of the Issuer, whether provisionally (and not dismissed or withdrawn within thirty (30) days thereof) or finally, or the placing of the Issuer under voluntary liquidation, provided that no such proceedings shall constitute an Event of Default if any of such proceedings is for the purpose of effecting an amalgamation, merger, demerger, consolidation, reorganisation or other similar arrangement (the Insolvency Default ). 6.7 Following Business Day Convention If any date referred to in these Terms and Conditions would otherwise fall on a day that is not a Business Day, such date shall be postponed to the next day that is a Business Day (the Following Business Day Convention ). 7. Redemption and Purchases 7.1 Redemption 7.2 Purchases Each Note will be redeemed at its Final Redemption Amount on the Maturity Date. The Issuer may at any time purchase Notes at any price in the open market or otherwise. In the event of the Issuer purchasing Notes, such Notes may (subject to restrictions of any applicable law) be held, resold or, at the option of the Issuer, cancelled. 7.3 Payment of redemption proceeds 8. Payments 8.1 General Redemption proceeds will be paid in accordance with Condition 8 below (Payments). All payments in relation to the Notes will be made in MUR. Payments of principal and/or interest shall be made to the registered holder of such Note, as set forth in the register maintained by the CDS. 8.2 Method of Payment Interest payments shall be credited as per prevailing instructions on the CDS account of the Noteholder. In the case of joint Noteholders, payment by electronic funds transfer will be made to the bank account of the Noteholder as specified in the CDS account and the Issuer will, under no circumstances, be required to verify the beneficiary of such bank account. Payment by electronic transfer to the bank account specified in the CDS account shall discharge the Issuer of its relevant payment obligations under the Notes. 8.3 Interpretation of principal and interest Any reference in these Terms and Conditions to principal in respect of the Notes shall include, as applicable: (a) the Final Redemption Amount of the Notes; and (b) any premium and any other amounts which may be payable under or in respect of the Notes, but excluding for the avoidance of doubt, any Interest Amounts and Additional Interest Amounts (if any). 9. Exclusion of Rights Noteholders have: (a) no claim against the Issuer except as expressly set out in this Prospectus; (b) no right to participate in the issue of any shares or any other securities of any kind of the Issuer in their capacity as Noteholders; and (c) no right to receive notice of or vote at any meeting of shareholders of the Issuer. 11.2 For the purposes of this Condition, an Event of Default is continuing if it has not been remedied within thirty (30) days (or such other extended period as approved by the Noteholders Representative in writing) of the occurrence of such Event of Default. 11.3 Where the Issuer becomes aware of the occurrence of any Event of Default, the Issuer shall forthwith notify the Noteholders Representative. 11.4 Upon the occurrence of an Event of Default which is continuing, the Noteholders Representative may: In case of a Payment Default; (a) bring proceedings to recover any amount then due and payable but unpaid pursuant to the Notes (subject to the Issuer being able to make the payment and remain solvent); and/or (b) initiate any Insolvency Proceedings. In case of an Insolvency Default; In addition to taking any of the actions specified in respect of a Payment Default, by written notice to the Issuer, declare all amounts payable under the Notes to be forthwith due and payable and may, subject to the ranking of the Notes, prove the claim in any of the Insolvency Proceedings. 12. Treatment of unclaimed money In relation to any Final Redemption Amount, where after five (5) years from the date of redemption of the Notes, any payment of such amounts (plus Arrears of Interest if any) has not been claimed, such redemption proceeds will revert to the Issuer and the relevant Noteholders shall have no right whatsoever thereto. In relation to any Interest Amount (including any Arrears of Interest), where after three (3) years from the relevant Interest Payment Date, any such amounts has not been claimed, those amounts will revert to the Issuer and the relevant Noteholders shall have no right whatsoever thereto. 13. Transfer and Transmission of Notes The Notes shall be freely transferable. The transfer of Notes will be effected through the market infrastructure of the SEM in accordance with the Applicable Procedures. 14. Register 14.1 The Register of Noteholders shall: a) be kept at the registered office of the Agent or such other person as may be appointed for the time being by the Issuer to maintain the Register; b) reflect the number of Notes issued to such Noteholders; c) contain the name and the address of the Noteholders; d) set out the Principal Amount of the Notes issued to such Noteholders and shall show the date of such issue; and e) be open for inspection, subject to a written notice of seventy-two (72) hours during the normal business hours of the Issuer, to any Noteholder or any person authorised in writing by any Noteholder. 14.2 The Agent shall: a) not be obliged to record any transfer while the Register is closed; and b) not to be bound to enter any trust into the Register or to take notice of any, or to accede to any trust executed, whether express or implied, to which any Note may be subject. 14.3 Except as provided for in these Terms and Conditions or as required by law, in respect of Notes, the Issuer will only recognise a Noteholder as the owner of the Notes registered in that Noteholder s name as per the register maintained by the CDS. 24 Prospectus Prospectus 25

15. Agent 15.1 The Issuer is entitled to vary or terminate the appointment of the Agent and/or appoint additional or other agents and/or approve any change in the specified office through which any such agent acts on the terms of the Agency Agreement, provided that there will at all times be an Agent with an office in such place as may be required by the Applicable Procedures. The Agent does not assume any obligation towards or relationship of agency or trust for or with any Noteholders. 15.2 To the extent that the Issuer acts as the Agent, all references in these Terms and Conditions to: a) any action, conduct or functions in such role shall be understood to mean that the Issuer shall perform such action, conduct or function itself; and b) requirements for consultation, indemnification by or of, payment by or to, delivery by or to, notice by or to, consent by or to or agreement between the Issuer and such Agent shall be disregarded to the extent that the Issuer performs such role. 16. Noteholders Representative 17. Notices The Noteholders Representative has been appointed in furtherance to the Noteholders Representative Agency Agreement entered into between the Noteholders Representative and the Issuer, with the aim, inter alia, of providing for the protection and enforcement of the rights and entitlements, and the implementation of the obligations, of the Noteholders. Accordingly, all such rights, entitlements and obligations of the Noteholders shall be protected, enforced and implemented, as the case may be, through the office of the Noteholders Representative. The Noteholders are deemed to have notice of, are entitled to the benefit of, and are subject to, all the provisions of the Noteholders Representative Agency Agreement. 17.1 All notices to be given pursuant to this Prospectus shall be in writing. 17.2 Notices will be sent by email to all Noteholders who (i) have provided an email address and/or (ii) who have an email address associated with his CDS account. Prospective Investors are informed that following allotment and crediting of the Notes to CDS accounts, the email addresses associated with the CDS account of a Noteholder will be used for the purposes of this Condition 17. 17.3 All notices to Noteholders shall be sent by courier, by email or delivered by hand, to the addresses appearing in the relevant CDS accounts. 17.4 A notice to be given by any Noteholder to the Issuer shall be in writing and given by lodging (either by hand delivery or simple courier or posting by registered mail) that notice at the office of the Agent as specified in Paragraph K (Corporate Information). 17.5 Notices given by registered mail or delivered shall be deemed to have been given on the seventh day after the day on which it is mailed and on the day of delivery if delivered. 17.6 Notices given by email shall be deemed duly served, if sent during normal business hours, then at the time of transmission and, if sent outside normal business hours, then on the next following Business Day. 18. Meetings of Noteholders and Rights of Noteholders 18.1 The Noteholders Representative Agency Agreement contains the rights and powers of the Noteholders, the duties and powers of the Noteholders Representative and provisions for convening meetings of the Noteholders to consider any matter affecting their interests. Such meetings may be convened by the Issuer or Noteholders holding not less than ten percent (10%) in Principal Amount of the Notes in issue. 18.2 One or more directors or duly appointed representatives of the Issuer may attend and speak at a meeting of Noteholders but shall not be entitled to vote neither for himself as a Noteholder nor as proxy or representative of a Noteholder. 18.3 The quorum for the meeting shall be any such number of Noteholders representing at least fifty percent (50%) of the total principal value of Notes in issue. 18.4 A Special Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting. 19. Modification 19.1 No modification of these Terms and Conditions may be effected without the written agreement of the Issuer. 19.2 The Issuer may effect, without the consent of Noteholders but subject to a seven (7) days prior written notice to the Noteholders Representative, any modification of the Terms and Conditions which does not affect the rights of, or creates obligations on, the existing Noteholders or modification of a formal, minor or technical nature or is made to correct a manifest error or made to comply with the Applicable Procedures, or to comply with provisions of the law of the jurisdiction in which the Issuer is incorporated and the governing law in accordance with which the Notes are issued. Any such modification shall be binding on the Noteholders and any such modification shall be notified to the Noteholders in accordance with Condition 17 as soon as practicable thereafter. 19.3 Save as provided in Condition 19.2 above, no modification of these Terms and Conditions may be effected unless made in writing and signed by or on behalf of the Issuer and by the Noteholders Representative after the sanction of an ordinary resolution of the Noteholders approving such modifications. 20. Further Issues Subject to all relevant regulatory approvals being obtained (if any), the Issuer shall be at liberty from time to time without the consent of the Noteholders to create and issue further Notes that may be subordinated to, or ranking pari passu with, or ranking senior to, Notes issued hereunder. The Issuer will provide due notification to the Noteholders Representative only in respect of the creation and issue of notes ranking pari passu or senior to the Notes already in issue. 21. Data collection and protection 21.1 The Issuer and/or the appointed functionaries (the Relevant Functionaries ) shall, for the performance of their obligations hereunder, collect and, where necessary or required, process, information voluntarily communicated by any Prospective Investor (the Personal Data ). The Relevant Functionaries will treat the Personal Data confidentially and securely in line with the provisions of the Data Protection Act 2004, as amended from time to time. 21.2 Any Prospective Investor has the right of access to, the possibility of correction and destruction of, the Personal Data which is in the custody or control of the Relevant Functionaries. Save as otherwise herein provided, the Relevant Functionaries will not reveal or otherwise disclose the Personal Data to any external body, unless (i) the Relevant Functionaries have obtained the express consent of any Prospective Investor, or (ii) it is under either a legal obligation or any other duty to do so, or (iii) where the Personal Data is disclosed to any other agent, third party service provider, professional adviser or any other person under a duty of confidentiality to the Relevant Functionaries group (its affiliates and parent company), as well as to certain service providers within the Group. It is drawn to the attention of Prospective Investors that the foregoing disclosures may require that the Personal Data be transferred to parties located in countries which do not offer the same level of data protection as the Republic of Mauritius. 21.3 Where personal information relating to the officers, employees and directors of any Prospective Investor is, or is required to be, collected by the Relevant Functionaries, the Prospective Investors expressly shall procure to do all such things that may be required by the Relevant Functionaries to ensure that its officers, employees and directors are made aware of the data protection provisions herein and that such officers, employees and directors give their consent with regard to the collection, processing and transfer of such personal information by the Relevant Functionaries. 22. Governing law and jurisdiction 22.1 This Prospectus and the Notes to be issued hereunder will be governed by and construed in accordance with the laws of the Republic of Mauritius. 22.2 In the event of a dispute arising out of or relating to the Notes or this Prospectus, including any question regarding its existence, validity or termination, the parties shall first seek settlement of that dispute by mediation in accordance with the LCIA-MIAC Mediation Rules, which rules are deemed to be incorporated by reference into this Condition. If the dispute is not settled by mediation within thirty (30) days of the appointment of the mediator, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the LCIA-MIAC Arbitration Rules, which rules are deemed to be incorporated by reference into this Condition. In any arbitration commenced pursuant to this Condition: the number of arbitrators shall be one; the seat, and legal place, of the arbitration shall be Mauritius; and the language to be used in the mediation and in the arbitration shall be English. 18.5 The Noteholders will have, inter alia, the following powers which shall be exercised by Special Resolution: to bind the Noteholders to any compromise or arrangement to be made between the Issuer and the Noteholders or any of them; to provide specific instructions to the Noteholders Representative and whereupon the Noteholders Representative will (if properly indemnified by the Noteholders) be bound to act or refrain from acting as specified by the resolution; to agree to any variation or modification of any of the rights of the Noteholders, in each case subject to the consent or concurrence of the Issuer; and to discharge or exonerate the Noteholders Representative from liability in respect of any specific breach of its obligations under the Noteholders Representative Agency Agreement. 26 Prospectus Prospectus 27

F. ISSUER S FINANCIAL POSITION 1. Consent Letters (For Figures relating to 30 June 2015, 30 June 2016, 30 June 2017) Consent letter for audit report (30 June 2016) Consent letter for audit report (30 June 2015) 28 Prospectus Prospectus 29

2. Independent Assurance Report (30 June 2015, 30 June 2016, 30 June 2017) Consent letter for use of audit report (30 June 2017) Independent Auditor s Report (30 June 2015) 30 Prospectus Prospectus 31

Independent Auditor s Report (30 June 2016) Independent Auditor s Report (30 June 2017) 32 Prospectus Prospectus 33