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THE UNITED BASALT PRODUCTS LTD (“UBP” or the “Company”)

(Company Registration Number C862 and BRN C07000862)

(Incorporated on 1st of July 1953 in the Republic of Mauritius)

LISTING PARTICULARS IN RESPECT OF:

THE ADMISSION TO LISTING OF UP TO 10,000,000 UNSECURED FLOATING RATE BONDS OF UBP DUE 2018 (1.20% ABOVE REPO RATE) OF

A NOMINAL VALUE OF MUR 100 EACH.

Reference Number: LEC/P/03/2013

24.09.2013

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GLOSSARY OF TERMS

• LEC - Listing Executive Committee of the Stock Exchange of Mauritius Ltd • SEM – The Stock Exchange of Mauritius Ltd • CDS – The Central Depository & Settlement Co. Ltd • FSC - Financial Services Commission • The Act - The Securities Act 2005 • UBP - The United Basalt Products Ltd • IFRS - International Financial Reporting Standards • IASB - International Accounting Standards Board • ISDA - International Swap Dealers Association • LP – The Listing Particulars of UBP with respect to the listing of up to 10,000,000

Unsecured Floating Rate Bonds of UBP

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LISTING PARTICULARS

These Listing Particulars include particulars given in compliance with the Stock Exchange of Mauritius Ltd Rules Governing the Official Listing of Securities for the purpose of giving information with regard to the issuer. The directors, whose names appear on page 15 and 16, collectively and individually accept full responsibility for the accuracy and completeness of the information contained in these Listing Particulars and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. Neither the Listing Executive Committee (LEC) of the Stock Exchange of Mauritius Ltd (SEM) nor the Financial Services Commission (FSC) assumes any responsibility for the contents of this document. 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.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you have any doubt as to the action you should take, please consult your banker, investment dealer, legal advisor, accountant or other professional advisor immediately.

This document is intended only for the use of the person to whom it is addressed and is not to be redistributed, reproduced or used, in whole or in part, for any other purpose.

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DECLARATION BY DIRECTORS

We, being the directors of The United Basalt Products Ltd, collectively and individually accept full responsibility, for and on behalf of the Board of Directors, for the accuracy and completeness of the information contained in this document. Where applicable, to our best knowledge and belief and after making reasonable inquiries, this document complies with the Listing Rules of the SEM and the Securities Act 2005 (the “Act”), or any rules or regulations made under the Act as applicable. _______________________ ________________________ Laurent de la HOGUE Jean Michel GIRAUD Director Chief Executive Officer

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SALIENT FEATURES OF THE FLOATING RATE BONDS

Issuer The United Basalt Products Ltd, a public company listed on the Official Market of the SEM

Issued Amount Up to MUR 1 billion by way of a Private Placement

Nominal Value MUR 100 per Unit / Bond Period 5 years Issue Date 31st October 2013 Maturity Date 31st October 2018 Status of the Bond Unsecured

Purpose of the Bonds Issue To re-structure the Company’s existing debts and to pursue its development plan

Interest (Coupon) Rate Bank of Mauritius Repo Rate + 1.20% (currently 5.85% per annum)

Coupon Payment Frequency Quarterly in arrears

Coupon Payment Date

Every 31st December, 31st March, 30th June & 30th September until and including the Maturity Date, subject to adjustments in accordance with the “Following Business Day Convention”*

First Coupon Payment Date 31st December 2013

Trading of the Bonds The Bonds shall be listed on the Official Market of the SEM for daily trading

First Trading Day On or about 4th November 2013 Initial Minimum Subscription MUR 100,000 Governing Law Republic of Mauritius

* Under the definitions of the International Swap Dealers Association (ISDA), the “Following Business Day Convention” is where the date shall be the first following day that is a Business Day. The interest shall be accrued until this date.

An application has been made to the SEM on the 19th September 2013 for the admission to listing of the UBP Bonds. Permission has been granted by the Listing Executive Committee on the 24th September 2013 for the Bonds to be admitted for listing on the Official Market of the SEM.

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1 RATIONALE BEHIND THE ADMISSION OF THE BONDS

The rationale behind the Bonds Issue is the re-structuring of The United Basalts Products Ltd (the “Company”) existing debts and the financing of its growth strategy based on its current and future development projects. The re-structuring of exiting debts includes the repayment of the short term unsecured loans and part of the facilities with various banking institutions. As at 31st March 2013, the unsecured loans amounted to MUR 509.1 million and the bank overdrafts to MUR 102.6 million. The amount raised during the Bonds Issue will be used to repay the unsecured loans in priority followed by the bank overdrafts thereafter. The Bonds will be issued by way of a private placement targeting both individuals and institutions (the requirement under the Listing Rules Section 6.21 relating to least 100 members of the public will be met). The Bonds shall be listed on the Official Market of the SEM to provide liquidity to the Bondholders. 2 DETAILS OF THE BONDS 2.1 Amount Up to 10,000,000 unsecured Bonds of a nominal value of MUR 100 each, amounting to a total of MUR 1 billion with a minimum of MUR 400 million in the first tranche. This amount may vary subject to the approval of the Board. In the event that the minimum subscription amount (MUR 400 million) is not reached, UBP shall not proceed with the Bonds Issue. Consequently, the funds received pursuant to the Bonds Issue shall be refunded in full to all subscribers without interest. Furthermore, the Bonds Issue will not be underwritten. On the first day of trading on or about 1st November 2013, 1,000 Bonds shall be made available for trading at an indicative price of MUR 100. 2.2 Interest rate and interest rate calculation The Bonds shall bear interest at a floating rate of based on the Bank of Mauritius Repo Rate (currently 4.65%) plus a margin of 1.20% i.e, as at date of this document, 5.85%, payable on a quarterly basis in arrears. The interest payment shall be effected by cheque or by bank transfer as specified by the applicant. If during the course of the Bonds Issue process, there is a change in the Repo Rate, UBP shall notify SEM of the revised interest rate before the opening of the next trading session. The interest calculated shall be on a “simple interest basis” based on 365 days in a calendar year. The first interest shall be payable as from 31st December 2013 (pro-rata based on the number of days) and at the end of each Quarter thereafter, until and including the maturity date. Interest calculation and payment shall be in accordance with the ISDA “Following Business Day Convention”. 2.3 Interest payment dates Interest shall be payable quarterly and will occur on 31 December, 31 March, 30 June and 30 September in each year. Interest will be payable in arrears based on the Principal Amount. The last and final repayment date shall be 31st October 2018

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Payment of interest shall be made directly to the registered holder of the Bond (or to any bank notified for such purpose by the holder of the Bond) to a place in Mauritius nominated by the holder of the Bond as a place for payment. The prescription period for claims for payment of interest and repayment of principal is 45 days following the interest due date and 45 days from the final principal repayment date. 2.4 Taxation As at the date of this document:

• Interest paid by the Issuer to a Bondholder which is a company resident in Mauritius is subject to Income Tax at the current rate of 15% per annum.

• Interest paid by the Issuer to a Bondholder who is an individual, a Société or a Succession, is exempt from Income Tax.

• Gains/losses made by a Bondholder who is an individual, a Société or a Succession resident in Mauritius are considered as capital gains/losses and are not subject to Income Tax.

• Gains/losses derived by a Bondholder which is a company resident in Mauritius from the sale of the Bonds held for:

o a period of 6 months or more, are considered a capital gains/losses; o a period of less than 6 months are subject to Income Tax at the

current rate of 15% per annum if these are held as trading assets. • A Bondholder who is resident in Mauritius is not subject to any withholding

tax. The above points pertaining to Taxation may be subject to amendments as a result of any change in the relevant laws, rules or regulations in force in the Republic of Mauritius.

2.5 Governing law The terms and conditions of the Bonds, and all the rights and obligations to the Bondholders, shall be governed by, and construed in accordance with the laws of Mauritius. 2.6 The Bonds The Bonds shall be issued at par value of MUR 100 each and shall be in registered form. The Certificate(s) that represent the Bonds shall be serially numbered or the Bonds shall be registered at the CDS. 2.7 Issue date The Bonds shall be issued on 31th October 2013. 2.8 Issue price Each Bond unit has a Principal amount of MUR 100. 2.9 Pricing

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The Bonds shall be issued at a Nominal Value of MUR 100. At the time of the admission i.e on the first day of trading, 1,000 Bonds shall be available for trading at an indicative price of MUR 100. 2.10 Maturity date The Bonds bear a maturity date of 31st October 2018. 2.11 Repayment of principal and interest at maturity A communiqué shall be issued one month prior to the maturity date for the redemption of the Bonds. At maturity, the Bonds shall be redeemable at their full nominal value plus accrued interests. The payment shall be effected by cheque or by bank transfer and shall be a valid discharge of the Issuer’s obligation towards the Bondholders. Any Bond redeemed by the Issuer shall thereupon be cancelled. 2.12 Liquidity A Bondholder shall be able to trade the Bonds on the Official Market of the SEM on a daily basis. 2.13 Transfer of Bonds The transfer of the Bonds will be effected through the Automated Trading System of the SEM in accordance with the Trading Rules. 2.14 Transaction costs The Bonds shall be free from any restriction on the right of transfer and from any “lien”. There are transaction costs related to the trading of Bonds on the SEM. As at the date of this document, the following brokerage fees are applicable to transactions relating to the Bonds.

Transaction Amount Brokerage Fees (%) Not exceeding MUR 100,000 0.60%

More than MUR 100,000 but not exceeding MUR 2 million

0.55%

More than MUR 2 million 0.45%

2.15 CDS account The Bonds will be issued registered form and will be credited directly to a CDS account in the name of the applicant for existing CDS account holders. For applicants who do not hold a CDS account, the latter may open an account with the investment dealer of their choice or alternatively hold their Bond Certificate as a proof.

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2.16 Impact on UBP’s Capital base This Bonds Issue has no impact whatsoever on the Capital base of the Issuer nor does it impact on the Capital of any member of the Group.

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2.17 Notices All notices to Bondholders by the Issuer shall be sent by registered post to their respective addresses appearing in the Register. Any such notice shall be deemed to have been given on the seventh day after the day on which it is posted. Any notice by a Bondholder to the Issuer shall be sent by registered post to its registered address and shall be deemed to have been received by the Issuer on the seventh day after the day on which it is posted. 2.18 Amendments to terms and conditions The terms and conditions contained in this LP set out all the rights and obligations relating to the Bonds and, subject to the further provisions of this section, no addition, variation or consensual cancellation of these conditions shall be of any force or effect unless effected in writing and signed by or on behalf of the Issuer and the Bondholders. The present terms and conditions may be amended by the Issuer without the consent of the Bondholders for the purpose of curing any ambiguity or of curing, correcting or supplementing any defective provision contained therein, provided that the interests of the Bondholders are not prejudiced by any such amendment. The Issuer may, with the prior approval of all the Bondholders, amend part of the present terms and conditions. No such amendment shall be of any force or effect unless notice of its intention to make such amendment has been given to all Bondholders. 2.19 Meetings of Bondholders The Issuer may at any time convene a meeting of the Bondholders upon prior written notice of at least ten (10) days to such Bondholders. Such notice shall specify the date, place and time of the meeting to be held, which shall be in Mauritius. A director or duly appointed representative of the Issuer may attend and speak at a meeting of Bondholders but shall not be entitled to vote, other than as a proxy or representative of a Bondholder. The quorum for the meeting shall be any such number of Bondholders representing at least 51% of the total nominal value of Bonds issued. 2.20 Risk factors The risks factors are those associated with UBP’s capacity to pay interests as proposed and to redeem the Bonds at maturity. UBP has operations in Mauritius, Rodrigues, Madagascar and Sri Lanka. The Company is involved in various sectors of the economy including Construction, Property, Agriculture and Commerce.

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2.21 Economic risks An economic downturn in any of the above four countries may impact negatively on the performance of the Company’s operations. 2.22 Operational risks Changes in market conditions as a result of poor management skills or fiercer competition may negatively impact the performance of its subsidiaries and associates and ultimately affect the results of the Company. 2.23 Interest rate and exchange rate risks Changes in interest rates and exchange rates may also have an impact on the results of the Company. Bondholders may suffer unforeseen losses due to a reduction in interest rates. 2.24 Regulatory risks The effect of any potential change to any applicable law or regulations, whether before or after the completion of the transaction, cannot be predicted, and this could possibly affect the Company. 2.25 Market risks The market may vary with changing economic or political conditions. 2.26 Inflation rate risks

Bondholders would have an anticipated rate of return based on expected inflation rates on the purchase of the Bonds. An unexpected change in inflation could reduce the actual returns on Bondholders' investments.

3 THE COMPANY 3.1 Business overview of the Company The United Basalt Products Ltd was founded in 1953, following the merger of three companies engaged in stone crushing activities. The Company’s first production site was situated at St Jean, where the Trianon branch of Espace Maison is currently located. At that time, UBP’s main activities involved the production and sale of hollow-concrete blocks and aggregates. Over the years, the Company extended its activities and opened up several branches elsewhere on the island. Nowadays, UBP runs ten production and sales sites in Mauritius and a factory in Rodrigues as well as abroad, in Madagascar and Sri Lanka namely. UBP has several active subsidiary companies, namely Espace Maison Ltée, Compagnie de Gros Cailloux Ltée, Welcome Industries Ltd (via Société d’Investissement Rodriguais), UBP Madagascar and United Granite Product(Pvt) Ltd (via UBP International Ltd), Ste Marie Crushing Plant Ltd and Dry Mixed Products Ltd, as well as six associate companies which

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are Terrarock Ltd, Prochimad Mines et Carrières SARL, Pre-Mixed Concrete Ltd, Sud Concassage Ltée, Cement Transport Ltd and Compagnie Mauricienne d’Entreprise Ltée. UBP, whose Chief Executive Officer is Mr Jean-Michel Giraud, is today the largest manufacturer of hollow-concrete blocks, aggregates and rocksand in Mauritius. UBP employs some 1,251 people, in Mauritius and abroad. At the Company’s head is the Board of Directors, consisting of ten members, all Mauritian except for one director. UBP is quoted on the SEM since June 1989 and had 2,121 shareholders at 30th June 2013. Please find below some useful information in terms of the Business Review: Comments on Abridged Group Financial Statements as at 31st March 2013 (Unaudited Figures): The Group's revenue for the nine months period ended March 31, 2013 dropped by 4.5% compared to that of the same period in the previous financial year whilst the Group's operating profit decreased from Rs 265.1 million to Rs 216.7 million. As detailed in the segmental information disclosure, this drop is mainly attributable to losses incurred by our retail and agricultural activities. In terms of our core business activities, the operating profit for the quarter under review improved compared to the corresponding quarter in 2012 whilst for the nine months period our profitability was down due to a significant increase in our depreciation charge resulting mainly from the investment made in 2012 for our new plant at Geoffroy Road. In terms of foreign operations, our subsidiary company in Madagascar continued on its positive trend and posted appreciable profits for the nine months period under review whilst in Sri Lanka, our subsidiary incurred losses due to difficulties experienced in recovering its previous market share further to the stop order in force up to the end of October 2012. The Group's profit decreased from Rs 194.9 million (10.0% of revenue) for the nine months period ended March 31, 2012 to Rs 153.2 million (8.3% of revenue) for the nine months period under review. The total current and non-current liabilities for the period ending 31st March 2013 amounted to Rs 1,487.3 million. Earnings per share likewise decreased from Rs 6.63 at March 31, 2012 to Rs 5.18 this period. Outlook: The performance for our current financial year and beyond depends to a large extent on the prevailing economic conditions. Our forecast for the last quarter to June 30, 2013 in terms of our core business activities shows an improvement in results compared to the same period in 2012. In terms of our retail and agricultural activities, the performance for the period to June 2013 is not expected to improve whilst overseas, the current trend in results should be maintained. Consequently, the Group's net result for the financial year 2012-2013 is most likely to be better than that of the previous financial year although the market conditions remain challenging going forward. 3.2 Organisation chart The Group’s shareholding structure is included on Page 11 of the Annual Report dated 30th June 2012 which is also available in Annexure 1 to this document.

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UBP had no Ultimate Holding Company as at 30th of June 2012 3.3 Assets owned by UBP (based on the Unaudited Abridged Financial Statements

as at 31st March 2013) Net Book Values as at 31st March, 2013

Rs. ‘000

Freehold Land and Buildings 2,171,626 Leasehold Properties 60,322 Plant and Equipment 555,283 Motor Vehicles 51,264 Assets in Progress 52,153 Spare Parts 27,693 Total 2,918,341 3.4 Employees UBP is managed by Mr Jean Michel Giraud, who joined the Company in 1974 and became General Manager in 1984 succeeding his father at this position. He was appointed Managing Director in November 2004 and Chief Executive Officer in January 2012. Born in 1950, Mr Giraud is the Chairman of Dry Mixed Products Ltd and sits on several Boards within the Group. UBP employs some 1,251 people, in Mauritius and abroad. Management Team Jean Michel Giraud Chief Executive Officer Stephane Ulcoq Deputy-CEO and Production Manager Rémi de Gersigny Project and Business Development Manager Christophe Quevauvilliers Finance Manager and Company Secretary Denis Lincoln Group Engineering Manager Caroline Tyack Group Communication and Marketing Manager Clivy Coutet Chan Chuen Group Human Resources Manager Fabien Harel Sales Manager Dhuenesh Rambarassah Financial Controller Dwight Hamilton Group IT Manager Jocelyne L’Arrogant Group Procurement and Logistics Manager Francis Koenig Quarry and Field Manager Bernard Lagesse Manager – Marbella Division Raoul Maurel Manager – PPB Division Edley Michaud Personnel Manager Jean Philippe Henry General Manager – Espace Maison Ltée Christopher Blackburn General Manager – Cie de Gros Cailloux Ltée Jean Claude Bellepeau General Manager – Dry Mixed Products Ltd Except for Mr Jean Michel Giraud who has a contract of employment with the Company, there is no service contract between the Company and any of its Directors.

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3.5 Mortgage and charges The Company has contracted bank loans and overdrafts to finance its investments, capital expenditure and working capital requirements which are partly secured by fixed and floating charges with the Mauritius Commercial Bank Ltd, the State Bank of Mauritius Ltd, Afrasia Bank Ltd, Barclays Bank Mauritius Ltd and HSBC (Mauritius) Ltd for a total amount of MUR 315 million. 3.6 Contingent liabilities UBP has contingent liabilities in respect of bank guarantees arising in the ordinary course of business from which it is anticipated that no material liability will arise. 3.7 Legal or Arbitration Proceedings As far as the Directors are aware, there are no current, pending or threatened legal proceedings against UBP, which may have or have had in the past twelve months preceding the date of these Listing Particulars, a material impact on UBP’s financial position. This includes a claim lodged by the promoter of a residential project for damages allegedly suffered as a result of legal proceedings initiated by UBP to stop the same. The Project was in fact stopped by an injunction issued by the Supreme Court on the application of UBP on the ground that, inter alia, it contravened the Black River Outline Scheme (GN 1348 of 2006) by being located within the one kilometer buffer zone around the Bambous Stone Crusher Plant. According to the legal advisers of UBP, the claim is frivolous and vexatious and should be set aside by the Court. 3.8 Working capital

The directors of UBP, after due and careful enquiry, certify that the working capital available to the Company is sufficient for its present requirements, that is 12 months from the date of admission of the Bonds. There has been no material adverse change in the financial or trading position of the Company since the last audited financial statements as at 30th June, 2012 and unaudited abridged financial statements as at 31st March, 2013.

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3.9 Estimated costs of the Issue The total expenses of the Issue are estimated to be between MUR 3.5 million and MUR 4.7 million depending on the Issued Amount. The breakdown of the fees is as follows: Legal & Professional Fees 0.75% of amount raised SEM Application Fees MUR 100,000 Printing, Postage & Stationary MUR 200,000 Registry Fees MUR 225,000 4 UNAUDITED ABRIDGED INTERIM FINANCIAL STATEMENTS AS AT

31st MARCH 2013 AND AUDITED ABRIDGED FINANCIAL STATEMENTS AS AT 30th JUNE 2012

The Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in compliance with the requirements of the Companies Act 2001. See Annexure 2 and 3 to this document for the Unaudited Abridged Interim Accounts as at 31st March 2013 and Audited Abridged Financial Statements as at 30th June 2012. Full sets of the audited financial statements for the years ended on 30th June 2010, 2011 and 2012 are available for inspection at the Registered Office of the Company. 5 CORPORATE DIRECTORY UBP was incorporated in Mauritius as a public company on 1st July 1953. The shares of the Company are listed on the Official Market of the SEM since 1989. 5.1 Directors According to the Company’s Constitution, the Board shall consist of a minimum of 7 and a maximum of 15 Directors. The Company is currently headed by a unitary Board of 10 Directors comprising of 6 Non-Executive Directors, 3 Independent Non-Executive Directors and 1 Executive Director. The Board composition is as follows: Name Address Marc FREISMUTH 502 St. James Court, Rue St Denis, Port Louis (Chairman) Francois BOULLE 10, Avenue des Platanes, 263 Rue George

Guibert, Floréal Jean Michel GIRAUD Ilot Fortier, Petite Rivière Noire (Chief Executive Officer) Joël HAREL 66 Hillside, Mapou Laurent de la HOGUE L’Orée du Bois, Royal Road, Black River

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Arnaud LAGESSE Charmoses, Forbach Stephane LAGESSE Royal Road, Grand Bay Thierry LAGESSE Route Royal, Cap Malheureux Jean Claude MAINGARD 8 Crown Court, Queen Mary Avenue, Floréal E. Jean MAMET Queen Mary Avenue, Floréal The Directors and the Company Secretary benefit from an indemnity insurance cover for liabilities incurred while performing their duties, to the extent permitted by law. All directors are Citizens of Mauritius. 5.2 Corporate governance The report on Corporate Governance for Mauritius states that companies listed on the Official Market of the SEM must comply with the provisions of the Code of Corporate Governance (‘the Code’). The Board of Directors of UBP considers that the Company has complied in all material respects with the provisions of the Code for its accounts for the year ended 30th June 2012. 5.3 Registered (head) office Trianon, Quatre Bornes - Mauritius Tel: (230) 4541964 Fax: (230) 4548043 Email: info@ubpgroup.com Website: www.ubpgroup.com 5.4 Company secretary Mr Christophe QUEVAUVILLIERS F.C.C.A. Tel: (230) 4541964 Fax: (230) 4548043 5.5 Licensed auditors Ernst & Young 9th Floor, Tower 1 NexTeracom, Cybercity Ebène

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5.6 Bankers AfrAsia Bank Ltd Barclays Bank Mauritius Ltd HSBC (Mauritius) Ltd State Bank of Mauritius Ltd The Mauritius Commercial Bank Ltd 5.7 Legal advisers Me Yves Hein 5.8 Lead arranger AXYS Stockbroking Ltd Bowen Square, Dr Ferrière Street Port-Louis Tel: (230) 2133475 5.9 Registrar, calculation, transfer and paying agent MCB Registry & Securities Ltd Sir William Newton Street Port-Louis Tel: (230) 2025397 6 PROCEDURES OF THE ISSUE Offer Start Date 23 September 2013 Offer End Date 18 October 2013 Issue Date 31 October 2013 Interest Commencement Date 31 October 2013 Allotment Date 25 October 2013 First Date of Trading On or about 1 November 2013

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7 DIRECTORS INTERESTS The interests of the directors of UBP in the stated capital of the Company as at 30 June 2012 are as follows: Directors Direct Interest Indirect Interest

No. of Shares % No. of Shares %

Marc FREISMUTH - - - -

Francois BOULLE - - 26,270 0.099%

Jean Michel GIRAUD 4,184 0.016% 2,526 0.010% Joël HAREL - - - -

Laurent de la HOGUE - - - -

Arnaud LAGESSE - - 9,452 0.036%

Stephane LAGESSE - - 45,023 0.170% Thierry LAGESSE 1,116 0.004% 45,023 0.170%

Jean Claude MAINGARD - - - -

E. Jean MAMET - - 2,000 0.007% 8 INFORMATION ON MAJOR SHAREHOLDERS AS AT 30 JUNE 2012 Major Shareholders % Holding GML Investissement Ltée 25.01% Forward Investment and Development Enterprises Ltd

9.45%

Except for the above, no other entity or individual has an interest of 5% or more in the ordinary share capital of the Company.

9 OBJECTS OF THE COMPANY The Company has, both within and outside the Republic of Mauritius, full capacity to carry out and/or undertake any business or activities, to do any act or enter into any transaction, and, for those purposes, shall have full rights, powers and privileges. 10 DIRECTORS REMUNERATIONS AND BENEFITS AS AT 30 JUNE 2012 Executive (1) MUR 10,314,000 Non-Executive (9) MUR 1,570,000

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11 DIRECTORS PROFILES Marc Freismuth - Chairman Mr Marc Freismuth was appointed Director of the Company in March 2006 and Chairman of the Board on August 13, 2013 further to the decision of Mr Thierry Lagesse to step down as Chairman. Born in France in 1952, Mr Freismuth holds a ‘Diplôme d’Etudes Supérieures de Sciences Economiques’ from the University of Panthéon-Sorbonne (Paris). He has been lecturer at the University of Montpellier up to July 1988 when he decided to join the University of Mauritius as lecturer in management and finance up to July 1994. Whilst at this position, Mr Freismuth has contributed to the setting up of the Stock Exchange of Mauritius as consultant to the ‘Stock Exchange Commission’ and member of the ‘Listing Committee’. Mr Freismuth is currently self-employed as consultant in management and finance. Member of the MIOD, he is the Chairman of GML Management Ltée and sits as independent Director on the Board of several public companies. François Boullé Mr François Boullé was appointed alternate Director to late Mr Jacques Lagesse in 1998 and full-fledged Director of the Company in May 2004. Born in 1948, Mr Boullé holds a degree from the ‘Institut d’Etudes Politiques de Paris’ (Sciences Po – Section Economique et Financière). He is currently the Managing Director of Suchem Ltd, a company specialised in importation and distribution of industrial chemicals, textile auxiliaries, plastic raw-materials, pesticides and sprayers for agriculture. Jean Michel Giraud – Chief Executive Officer Mr Jean Michel Giraud joined the Company in 1974 and became General Manager in 1984 succeeding his father at this position. He was appointed Managing Director in November 2004 and Chief Executive Officer in January 2012. Born in 1950, Mr Giraud is the Chairman of Dry Mixed Products Ltd and sits on the Board of several companies within the Group. He is an ex-President of the Mauritius Turf Club and of the Mauritius Tennis Federation. Joël Harel Mr Joël Harel was appointed alternate Director to Mr Jean Raymond Harel in May 2004 and became full-fledged Director of the Company with effect from July 1, 2006. Born in 1967, Mr Harel holds a National Higher Diploma in Mechanical Engineering from Cape Technikon in Cape Town. He is currently the Projects Manager at Emineo Ltd, a company involved in the engineering and the realisation of projects locally and overseas, mainly in the sugar cane sector and its associated by-products. Mr Harel is also a Director of Filature de Riche Terre Ltée, a non-listed company. Laurent de la Hogue Mr Laurent de la Hogue was appointed Director of the Company in December 2011. Born in 1975, Mr de la Hogue holds a Master degree in Management and Finance from the ‘Ecole Supérieure de Gestion et Finance’ in Paris, France. He joined GML in 2001 as Treasurer for the setting up of the central treasury unit before becoming Finance Executive - Corporate & Treasury for GML Management Ltée in April 2011. Mr de la Hogue is actually the Chairman of GML Trésorerie Ltée and Mauritius Stationery Manufacturers Limited. He is also Director of a number of companies such as Abax Holding Ltd, Freight and Transit Company Ltd, Lux* Island Resorts Ltd, AXYS Leasing Ltd and Espace Maison Ltée.

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Arnaud Lagesse Mr Arnaud Lagesse was appointed alternate Director to Mr J. Cyril Lagesse in March 1994 and became full-fledged Director of the Company on August 25, 2011. Born in 1968, Mr Lagesse holds a ‘Maîtrise de Gestion’ from the University of Aix-Marseille III, France and is a graduate of the ‘Institut Supérieur de Gestion’, France. He also completed an Executive Education Program at INSEAD Fontainebleau, France and an Advanced Management Program (AMP180) at Harvard Business School, Boston, USA. Mr Lagesse joined GML in 1995 as Finance and Administrative Director before becoming its Chief Executive Officer in August 2005. He also participated in the National Corporate Governance Committee as a member of the Board. He is a member of the Board of several of the country’s major companies and is the Chairman of Alteo Limited, Ireland Blyth Limited, IOREC Ltd, Lux* Island Resorts Ltd, AfrAsia Bank Limited, United Investments Ltd inter alia. Mr Lagesse is an ex-President of the Mauritius Chamber of Agriculture, the Mauritius Sugar Producers Association and the Sugar Industry Pension Fund. He is also the Chairman of GML Fondation Joseph Lagesse since July 2012. Stephane Lagesse Mr Stephane Lagesse was appointed Director of the Company in November 2011. Born in 1959, Mr Lagesse holds a degree in ‘Gestion des Entreprises’ from the University of Parix IX Dauphine. He joined the Palmar Group in 1983 where he is currently the Managing Director. Mr Lagesse participated in the setting up two garment manufacturing companies in Mauritius. Thierry Lagesse Mr Thierry Lagesse was appointed Director of the Company in December 1989 and subsequently Chairman of the Board in December 2002 until August 13, 2013 when he decided to step down from the Chairmanship of the Company. Born in 1953, Mr Lagesse holds a ‘Maîtrise des Sciences de Gestion’ from the University of Paris Dauphine. He is the Non-Executive Chairman of GML and Director of several other companies listed on the Stock Exchange of Mauritius. He is also the Executive Chairman and founder of Palmar Group of Companies and the Executive Chairman of Parabole Réunion SA. Mr Lagesse is a member of the Company’s Corporate Governance, Nomination and Remuneration Committee. Jean Claude Maingard Mr Jean Claude Maingard was appointed Director of the Company in November 2007 in replacement of Mr Jean Paul Adam. Born in 1946, Mr Maingard holds a Diploma in Quantity Surveying from the University of Cape Town and is a member of the Royal Institute of Chartered Surveyors (M.R.I.C.S.). In 1972 he joined General Construction Co. Ltd, a well known firm of building and civil engineering contractors operating in Mauritius. He was appointed Executive Director in 1986 and was Managing Director from 1998 to 2006. Mr Maingard is since the Chairman of the company. E. Jean Mamet Mr E.Jean Mamet was appointed Director of the Company in November 2004 and is currently the Chairman of the Audit Committee. Born in 1943, Mr Mamet is a Certified Accountant and has been in practice for forty-three years involved in auditing and consulting services up to 2003 when he retired as Managing Partner of Ernst & Young Mauritius. He is currently the Vice Chairman of The Mauritius Commercial Bank Ltd.

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12 DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be made available for inspection during business hours at the Registered Office of the Company (address) for at least 14 days as at the date of these Listing Particulars:

• The Constitution of UBP • The audited financial statements for the years ended on 30th June 2010, 2011

and 2012 • The Unaudited Abridged Interim Financial Statements for the quarter ended

31st March 2013 • A copy of these LISTING PARTICULARS