A policy for
long-term ownership.

Introduction

INVESTMENT POLICY STATEMENT (“IPS”)

ANNEAU - INVESTISSEMENTS Ltd. (“ANNEAU - INVESTISSEMENTS ”, the “Company”, the “Closed End Fund”, the “CEF”, “ A – I”)

This Investment Policy Statement (“IPS”) serves as a strategic guide in the planning and implementation of the investment strategy and plan of ANNEAU – INVESTISSEMENTS (the “Investor”, “ANNEAU - INVESTISSEMENTS ”, the “Company”, the “Closed End Fund”, the “CEF”, “A – I”). The IPS sets forth the principles and guidelines for the prudent investment and management of the Company’s assets. This IPS is established by the Board of Directors and governs the authorities involved in advising and / or managing the investme nts of the Company. The purpose of this policy is to further guide the Board of Directors, the staff of the Company and the Investment / Fund Manager (“ANNEAU – GESTIONS Ltd.”) and its Investment Adviser (“ANNEAU Ltd.”) in effectively and prudently managing, monitoring, and evaluating the Company's investment s . Its main objectives are to establish an investment plan, guide appropriate asset allocation, assist in the implementation of the investment plan with the Investment Adviser , monitor the performance results, risk management, and to define appropriate reporting. This IPS also establishes accountability standards and serves as a policy guide that offers an objective course of action to be followed during periods of market disruption when emotional or instinctive responses might otherwise motivate less prud ent actions.

1. Scope and Purpose

1.1. This Investment Policy Statement governs the investments associated with ANNEAU – INVESTISSEMENTS LTD (the “Investor”, “ANNEAU - INVESTISSEMENTS ”, the “Company”, the “Closed End Fund”, the “CEF”, “A – I”) bearing Company Registration number C23200751 and having its registered address at 7, Duke of Edinburgh Avenue, Places D’Armes, Port Louis, Republic of Mauritius. ANNEAU – INVESTISSEMENTS is to be converted in a publicly listed Investment Company, investing primarily in Banking and Financial Services sector in Mauritius and the African region.

1.1.1. The Investment Policy Statement shall apply to all of the Company’s assets.

1.2. The Board of Directors (the “Board”) of the Company is responsible for creation of, approval of, and updates to the Investment Policy Statement, as advised and assisted therewith by the Investment / Fund Manager (“ANNEAU – GESTIONS Ltd.”) and its Investment Adviser (“ANNEAU”). The Investment manager(s) / adviser(s) shall advise the Board on issues related to the Policy, including identifying the need for circumstantial updates and monitoring of the Funds for compliance with the Policy. In the course of fulfilling their advisory duties and in accordance with the Investment Management & Administration Agreement(s) and the Investment Advisory Agreement(s) (the “IMAA”, the “IAA”), the Investment Manager(s) / Adviser(s) may, as applicable, retain outside consultants to assist in analysis of issues relevant to the Policy.

1.2.1. The Board of Directors shall have oversight responsibility for investment of the assets of the Company. 1.2.2. This Investment Policy Statement further sets forth responsibilities for risk measurement, monitoring, and management to be monitored, on behalf on the Board of Directors, by the Audit & Risk Committee. 1.2.3. The standards for monitoring and reporting on the assets of the Company are also set forth in this Investment Policy Statement. The Board’s policy is to ensure that monitoring is carried out by both the Audit & Risk Committee and the external Investment Advisor. 1.2.4. The Board of Directors shall provide a copy of this Investment Policy Statement to each firm retained to provide investment services to ANNEAU – INVESTISSEMENTS LTD, and each such firm shall acknowledge in writing receipt of the document and acceptance of its content. 1.2.5. The Board shall also ensure that this IPS is available to all shareholder(s), for perusal, as so and when requested. As such, a copy thereof shall also be made public on the Company’s website.

2. Governance

2.1. This IPS documents accountability for all stages of investment policy development and implementation. It reinforces the obligations of Investment adviser(s) to offer counsel and the obligations of Board of Directors to ultimately approve or disapprove of the policy. It also identifies any pertinent statutory authority relevant to the investment policy. The Board of Directors is responsible for overseeing all aspects of the investment plan, including development and approval of the Investment Policy Statement and any changes made to it after its initial adoption.

2.2. At each Board meeting, an item of the agenda shall be devoted to review of the investment performance and as need be, the IPS in light of prevailing circumstances.

2.3. The Board of Directors has delegated to the Investment Adviser the responsibility for selection, monitoring, and dismissal of any Investment / Fund management, Investment Advisory firm(s) engaged to manage the Company’s assets; via the IMAA (“Investment Management & Administration Agreement”). The Board of Directors is nonetheless responsible for ensuring that the investment adviser(s) fulfill their mandate(s) within the contractual obligations negotiated between the Company and the investment manager(s) / investment adviser(s), including Investment Guidelines that will be incorporated in each investment advisory / management agreement, responsibilities of the investment adviser(s) / manager(s), characteristics of the Adviser’s / manager’s style of investing, performance expectations, compensation, organizational requirements, reporting and other administrative requirements. The Board of Directors is responsible for reporting on the status of each investment advisory / management firm(s) retained at each quarterly / annual meeting of the Board of Directors.

2.4. The Board of Directors shall be responsible for :

2.4.1. developing policies that are suitable for achieving the strategic objectives of the Company; 2.4.2. approving such policies and policy proposals that may be set forth by the Investment Adviser(s) from time to time; and 2.4.3. reviewing and revising policies as required.

The Board of Directors shall further be responsible for :

2.4.4. identifying and engaging outside experts and advisers and / or managers to implement investment plans intended to satisfy the strategic objectives of the Company; 2.4.5. reviewing the IPS and investment policies and, as required, making recommendations for revisions to the Investment Adviser(s); and 2.4.6. acting on the policy mandates of the Investment Manager(s) / Adviser(s), including developing and implementing the internal procedures required to do so.

2.5. This IPS also set forth the framework for setting risk policy (see Section 8 on Risk Management), monitoring the risk profile of the investment Fund, and reporting on Fund risk; a dedicated section of which should be reported in the Company’s Annual Audited Financial statements.

2.6. The Investment Manager(s) / Investment Adviser(s) are responsible for executing the risk management policies. The Board of Directors shall be responsible for monitoring the Company’s positions relative to any risk budget established in the IPS and shall request for a rebalancing according to the procedures identified in the Guide upon breach of tolerable risk variances. The Investment Manager(s) / Adviser(s) shall provide a quarterly accounting of positions for each asset class and each Investment Adviser(s) / Manager(s) account(s), as applicable.

3. Standard of Care

3.1. In exercising its responsibilities, the Board of Directors and the Investment Adviser will act in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

4. Standards for Prudent Investing

4.1. In investing and managing the Fund of assets of the Company , the Board of Directors and the Investment Manager(s) / Adviser(s) will consider both the purposes of the Company and the ultimate objective of the Shareholder(s).

4.2. Management and investment decisions about an individual asset will be made not in isolation but rather in the context of the Company’s Fund as a whole and as part of an overall investment strategy having risk and return objectives reasonably suited to the Company.

4.3. In managing the Fund, the Investment Manager(s) / Adviser(s) will incur only those costs that are appropriate and reasonable in relation to the Company in accordance with the Investment Advisory Agreement (“IMAA”), the purposes of the Company, and the skills available to the Company and use reasonable efforts to verify facts relevant to the management and investment of the Fund.

4.4. The following factors must be considered by the Board of Directors and the Investment Manager(s) / Adviser(s), if relevant, in managing and investing the assets of the Company:

4.4.1. General economic conditions; 4.4.2. The possible effect of inflation or deflation on the Company’s investments’; 4.4.3. The expected tax consequences, if any, of investment decisions or strategies; 4.4.4. The role that each investment or course of action plays within the Company’s overall investment Fund; 4.4.5. The expected or targeted total return from income and the appreciation of investments; 4.4.6. Other resources of the Company; 4.4.7. The needs of the Company to make sustainable distributions and to preserve capital over the Long-term; and

4.4.8. An asset’s special relationship or special value (if of strategic and / or synergetic value), if any, to the purpose of the Company.

5. Investment Objectives

5.1. The long-term economic goal of ANNEAU – INVESTISSEMENTS is to maximize the Company’s average annual rate of gain in intrinsic business value on a per-share basis and in doing so; to grow its shareholders’ interests in an impactful and sustainable manner.

5.2. The Investment objective of the Company is to generate long term above market average capital appreciation, while aiming for sustainable dividend yields for shareholders, over the medium to long-term, while preserving the equity capital of the Company.

5.3. The Company further aims to preserve its purchasing power, while providing a continuing and stable income source to its shareholders. To accomplish this objective, the Company seeks to generate a total return that will exceed its annual spendable / distributable amount, all expenses associated with managing the Company and the eroding effects of cumulative inflation. It is the intention that any excess return (interest income, dividends, realized gains, and unrealized gains), above and beyond the amount app roved for expenditure or distribution, will be reinvested in the Company. The Company shall therefore be managed on a total return basis, consistent with its investment objectives.

5.4. The Board of Directors is responsible for assuring that the assets of the Company are deployed in a manner consistent with Company’s Investment objectives, although this responsibility may be delegated to the Audit and Risk Committee and / or the Investment Adviser(s).

5.5. The Audit & Risk Committee shall provide a report at all scheduled Board meetings that confirms the asset allocation of the Company as of the end of the last day of the prior month and / or at the Balance sheet date.

6. Investment Returns & reference benchmarks

6.1. To fulfill the Company’s vision and mission over the long term, the Company’s investments aim to achieve at least a 5-to-7-year annualized net return in excess of the cumulative CPI inflation and / or the Stock Exchange of Mauritius’ (the “SEM”) SEMTRI Index (the “Benchmark Index”) on a corresponding period.

6.1.1. The Consumer Price Index (“CPI””) measures the change in the level of prices of a fixed basket of goods and services that the private consumer buys. Goods produced by households and utilized for their own consumption as well as those received free, are excluded. The composition of this basket reflects the general consumption pattern of all types of private households of the Republic of Mauritius. The computation of the CPI follows the ILO standards, as spelt out in the CPI Manual. The commodities in the basket are classified according to the UN COICOP (‘Classification of Individual Consumption according to Purpose’). 6.1.2. The Total Return Index (the “SEMTRI”) is an index, which tracks the price performances of the constituents of the SEMDEX and ensures that the dividends paid by these constituents are reinvested. Its main purpose is to provide domestic and foreign market pa rticipants a good measurement of total return which combines both price movements on listed stocks and dividends obtained on these stocks.

6.2. The Investment Manager(s) / Adviser(s) shall at all times, use the following criteria(s) for at least one of the benchmark indices. As such, the index should be :

6.2.1. investable, 6.2.2. definable in advance, 6.2.3. representative of the asset class and desired exposure within that asset class, and 6.2.4. readily measured, with widely available historical data.

6.3. This is to satisfy the objectives of preserving and appreciating capital, allowing flexibility in the Company’s Distribution and operating policy, and protecting the real realizable value of the Company’s assets for its shareholders.

6.4. Within the Banking and Financial services sector, all permissible financial instruments may be invested in, upon diligent recommendation of the Investment Manager(s) / Adviser(s). The Company further aims to benefit from using techniques to risk - adjust the Company’s benchmark return and Fund return for purposes of comparison.

6.5. Performance comparisons that shall be reported to the Board of Directors on a quarterly and / or annual basis by the Investment Manager(s) / Adviser(s) should reflect performance of the asset class’s benchmark and performance of the portion of the Fund allocated to the asset class, both gross and net of investment advisory and, as applicable and as accrued, for incentive fees, in accordance with the IMAA. To the extent that multiple adviser(s) / manager(s) are used for a single asset class, their performance shall be reported both individually and in aggregate. Performance measurement standards will adhere to the time -weighted methodology recommended by CFA Institute as part of its Global Investment Performance Standards (“GIPS”).

6.6. Benchmarks for each asset class may be changed or modified only by the Board of Directors, under recommendation by the Investment Manager(s) / Adviser(s) and / or Investment Consultant(s) (in consultation with the Investment Manager(s) /Adviser(s)) and each benchmark shall be incorporated in each investment advisory / management agreement as the basis for evaluation of performance. The performance expectation for each investment Manager(s) /adviser(s) shall be documented as part of the investment Management & Administration agreement and / or the Investment Advisory agreement.

6.7. The asset allocation may be changed in the future, subject to approval by the Board of Directors.

6.8. The Company has a long -term perspective based on multi -year projections of operations, spending, distributions, and asset growth. Accordingly, short -term investment performance shortfalls are not necessarily of critical interest unless they suggest failures in strategy execution at investment advisory / management firm(s) retained by the Company. Notwithstanding that possibility, the Board of Directors shall evaluate investment adviser(s) / manager(s) and asset class performance on a rolling 12-quarter basis, except for illiquid asset classes (private equity and private financial instruments), which shall be evaluated on a rolling 5-year basis.

7. Asset Allocation

7.1. An asset allocation framework provides strategic context for many tactical investment decisions. Asset allocation policies are likely to change over time as characteristics of the Company evolve and as market circumstances vary. One of the most important components of the investment strategy is the Fund asset mix, or the allocation among the various classes of securities and investment strategies.

7.2. The Asset Allocation Plan for ANNEAU – INVESTISSEMENTS is 100 % Equity on the medium to long- term. It reflects the Board of Director’s consideration of expected returns for equity, but not excluding, tactically; fixed income, cash, and other asset classes in domestic and foreign markets as well as consideration of expected prevailing levels of inflation. The Board of Directors has considered the expected correlation of asset returns and expected volatility of returns to determine an asset allocation with appropriate concentration, diversification, and sufficient expected returns, within the risk-budgeting parameters to satisfy the investment objectives of the Company. Allocation of investments among the asset classes identified in the Asset Allocation Plan shall be implemented with the aim of achieving the risk and return objectives for that asset class at the most efficient cost to the Company, that does not sacrifice quality of execution.

7.3. To achieve its investment objective, the Fund will allocate among several asset classes with a strong dedicated bias toward equity and equity-like investments. An equity bias is desirable as it provides a viable long- term hedge against inflation and has historically outperformed fixed income over longer periods of time. Other asset classes may be added in an attempt to enhance returns, reduce volatility through diversification, and/or offer a broader investment opportunity set, as applicable, within differing economic cycles.

7.4. The Domestic and International Equity allocation is intended to provide long -term growth and offer relatively higher expected real returns and liquidity. The International Equity segment is intended to enhance return, geographic exposure and diversification and control risk by reducing the Company's reliance on domestic banking and financial markets. Private equity investments may provide even higher return potential by focusing on opportunities in less efficient and more illiquid markets. Diversified hedge strategies are employed to target above market comparable returns with lower expected volatility. Fixed

income provides stability and protection in deflationary environments and ensure asset yield, in pre - acquisition settlement stages. Lastly, Cash provides short-term liquidity and serves as a funding source for contributions and / or Fund rebalancing, as applicable.

7.5. The Company will be concentrated and / or diversified both by and within asset classes. The purpose of diversification is to provide reasonable assurance that no single security, or class of securities, will have a disproportionate impact on the performance of the Company. As a result, the risk level associated with the Company investment is reduced or alternatively, enhanced, as required by the Investment Manager(s) /Adviser(s).

7.6. Decisions regarding the allocation targets or the inclusion of new asset classes will be made when such action is expected to increase the expected return and/or reduce the risk of the Fund or when deemed appropriate by the Investment Adviser. Expected return, risk, and correlation, and these characteristics’ overall impact on the Company, will be analyzed before such asset class can be included.

7.7. The asset allocation should allow for :

7.7.1. a diverse Fund without undue concentration in any single asset class; and 7.7.2. enough flexibility to adapt to various market environments.

7.8. Changes to the long-term asset allocation targets and ranges should only be considered under the following conditions:

7.8.1. The forward-looking long-term return, risk, and correlation assumptions for one or more asset classes have materially changed; or 7.8.2. The long-term goals and objectives for the Company have materially changed.

7.9. The long-term horizon of the investment Fund of the Company allows for a large (and concentrated, as need be) allocation to equity -oriented strategies and positions where the potential for long -term capital appreciation exists. Other assets, including but not limited to diversification strategies, will also be used to reduce risk and overall Fund volatility.

7.10. The investment Fund of the Company will be diversified, in the medium to long-term; across asset classes including but not limited to domestic equity, international equity, African markets, alternative equity, private equity, and fixed income.

8. Risk & Leverage objectives

8.1. The fundamental strategy of ANNEAU - INVESTISSEMENTS is to pursue returns commensurate with risks assumed. The Board of Directors is responsible for careful monitoring and management of potential risks and returns.

8.2. This IPS further describes the Company’s general philosophy regarding tolerance for risk. The Company acknowledges that the Fund of Investments will be subject to risk(s) and have the potential for returns associated with risk to be both positive and negative over time. Relevant risks are usually myriad and may include investment, interest rate, liquidity, legal, political, regulatory, and/or business risks. The Board of Directors considers risk to be a resource to be deployed prudently to achieve the investment and financial objectives of the Company. The IPS further considers the risks borne by the Company generally that may affect its ability to fund operations and investments from operating and free cash flows. The Board of Directors has approved the risk parameters as part of this IPS, and subsequent revisions require Board approval.

8.3. Shareholders must address a variety of constraints, as need be that affect their investments in the Company. Such constraints may reflect legal or regulatory imperatives or internal policies. Often, such constraints are closely linked to particular risks that are relevant to the Shareholder.

8.4. Any tax considerations may also affect investment decision making. In some instances, the tax consequences of an investment decision may significantly change the desirability of proposed transaction(s), and such shall be considered by the Investment Manager(s) /Adviser(s).

8.5. The ability to leverage the Company’s assets and Funds may be constrained by this IPS and / or a relevant

statute. In addition, to the extent that different Investment Manager(s) /adviser(s) and / or different asset classes have different leverage allowances, accountability for monitoring overall leverage rests on the Board of Directors.

8.5.1. The maximum allowable leverage shall be capped, unless otherwise approved by the Board of Directors, at 80% (‘eighty percent’) of the Company’s equity capital. 8.5.2. The Company shall however not use any form of leverage, including the use of derivatives contracts to replicate existing leveraged positions. 8.5.3. Leverage is defined as a level in excess of capital invested in that asset or exposure to any asset in excess of the market value appreciation of the asset.

8.6. The ability to leverage the Company’s assets and Funds may be constrained by this IPS and / or a relevant statute. In addition, to the extent that different Investment Manager(s) /adviser(s) and / or different asset classes have different leverage allowances, accountability for monitoring overall leverage rests on the Board of Directors.

8.7. In consideration of economic and / or investment reasons; the Company has constrained its investment in foreign securities or investments in the following manner :

8.7.1. The expected overall contribution to the long term realizable intrinsic value of the Company’s assets should outweigh the administrative burdens and costs of any regional / foreign investments; 8.7.2. Investments in foreign securities shall therefore be limited to securities of issuers that the Investment Manager(s) /Adviser(s) deem(s) to have investment merit and that are issued in countries with sufficient legal protections of shareowner interests as determined by the Board of Directors under advise from legal counsel; and 8.7.3. In such cases of foreign investments, the Company’s foreign currency positions as a consequence of foreign investments should be considered by the Investment Manager(s) /Adviser(s). Any hedges of foreign currency positions shall be entered into or maintained, as advisable and applicable and in accordance with the Investment Management and / or Investment Advisory agreement(s).

8.8. The Board of Directors may further, some cases, recommend that some potential investee companies in certain countries, exposed to certain sectors of the economy; may pose unusual risks that are contrary to the interests and mission of the Company. Therefore, as a matter of policy, the Board of Directors may refuse investment opportunities in businesses that derive any revenue from these specific sectors. (.E.g. a banking or financial institution funding the production of nuclear power and/or the sale of armaments.)

8.9. The Company’s proxy-voting policy is essential for the ability to exert shareowner rights as may be tactically applicable in certain circumstances, and so can contribute to the value of the Company’s investments. Responsibility and processes for proxy voting shall typically rest with the investment Manager(s) /adviser(s) but other parties (such as brokers, custodian banks, or consultants) may also have roles therein.

8.9.1. As applicable, the Board of Directors is charged with the responsibility of monitoring and voting proxies in a way that is consistent with the Company’s investment objectives. The Board of Directors and / or the Investment Manager(s) /Adviser(s) may engage the services of consultants, the custodian bank, and/or proxy advisory services in the course of fulfilling his or her responsibilities in this regard, but such consultative services shall be advisory only, and proxy authority shall not be delegated beyond the Investment Manager(s) /Adviser(s).

8.10. While securities lending often offer shareholders incremental income on their Funds, the Company shall reserve the right to approve such and / or any such proposal(s), as recommended by the Investment Manager(s) / Adviser(s) and such shall not be unreasonably withheld, for insofar as such investment(s) do create some unreasonable degree of collateral investment and counterparty risk.

8.11. Any such participation will require that loaned securities be collateralized at no less than 130 percent (“One Hundred and Thirty percent”) of market value and be marked to market daily (for publicly listed securities).

8.11.1. In no instances shall loaned securities be permissible to privately held equity / debt investments.

9. Liquidity requirements

9.1. The Company has a long-term investment horizon with relatively low liquidity needs. For this reason, the

Company can tolerate short - and intermediate-term volatility provided that long-term returns meet or exceed its investment objective. Consequently, the Company may take advantage of less liquid and / or high concentrated investments, such as in private equity and other partnership vehicles / SPV (“special purpose vehicles”), which typically offer higher risk -adjusted return potential as compensation for forfeiture of liquidity. To ensure adequate liquidity for distributions and to ensure sustainability of debt / leverage servicing, the Board of Directors, via the Audit and Risk Committee will conduct ongoing reviews of total company liquidity and report the same, as need be.

9.2. Consistent with the Company’s debt servicing and operating needs, the Company anticipates that it will require a minimum of five (5) percent of the value of its assets annually, in cash and cash equivalents. Therefore, at least seven (7) percent of the value of the Company should be invested in instruments that can be quickly converted to cash with no significant adverse change in value as a result of the liquidation.

10. Conflict of Interest

10.1. If any member of the Board of Directors and / or the Investment Manager(s) /Adviser(s) shall have, or appear to have, a conflict of interest that impairs or appears to impair the respective member’s ability to exercise independent and unbiased judgment in the good faith discharge of his or her duties, he or she shall disclose such conflicts prior to meaningful discussion. All Parties must also comply with any other conflicts of interest policies adopted by Company and the Investment Manager(s) /Adviser(S).

10.2. The Board of Directors will take reasonable measures to assess the independence of the Investment Manager(s) /Adviser(s). Any actual or potential conflicts of interest possessed by a member thereof must be disclosed and resolved pursuant to the Company’s Conflict of Interest Policy.

11. Implementation

11.1. In order to keep the Investment Policy Statement current, this information is subject to no less than annual review.

12. Reporting

12.1. In order to ensure that the Board of Directors and the Audit and Risk Committee are able to fulfill their duties with respect to prudent management of the Company’s Funds of assets, the Investment Adviser(s) and / or Investment Manager(s) will provide detailed reports at least quarterly to the Board of Directors’ through the Audit and Risk Committee. Such reports shall include, though not be limited to, performance of the Company’s investment Fund (including as need be, of the underlying Fund / investee companies), actions taken with respect to the investment Fund(s) and expected changes in investments.

12.2. The Chair of the Audit & Risk Committee will report on the status of the Company’s investment Fund(s) and any actions taken to the Board of Directors at each Board meeting.