Alteo : Listing Document

INFORMATION MEMORANDUM

In relation to a SCHEME OF ARRANGEMENT between

ALTEO LIMITED and MIWA SUGAR LIMITED

and

ADMISSION DOCUMENT OF MIWA SUGAR LIMITED

INFORMATION MEMORANDUM

In relation to a SCHEME OF ARRANGEMENT between ALTEO LIMITED and MIWA SUGAR LIMITED and

ADMISSION DOCUMENT OF MIWA SUGAR LIMITED (reference number LEC/I/02/2022.)

In relation to the listing of 318,492,120 no par value ordinary shares of Miwa Sugar Limited on the Development & Enterprise Market of the Stock Exchange of Mauritius Ltd by way of an introduction.

The Development & Enterprise Market is a market designed to include emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. The Development & Enterprise Market securities are not admitted to the Official Market of the Stock Exchange of Mauritius (the "SEM").

A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with a professional financial adviser.

Information Memorandum 1

15 July 2022

IF YOU ARE A SHAREHOLDER OF ALTEO LIMITED, THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This document is issued by Alteo Limited ("Alteo" or the "Company"), a public company incorporated on 13 September 2017, bearing registration number C17150285. Alteo is domiciled in Mauritius. Its registered address is Vivéa Business Park, Saint Pierre, Mauritius. Alteo is regulated by the Companies Act 2001, the Securities Act 2005 and the Listing Rules of the SEM.

This document is issued for the purpose of providing information to the shareholders of Alteo in relation to its proposed restructuring (the "Restructuring" or the "Scheme") that involves:

1. reorganisation of Alteo under section 261 of the Companies Act 2001 ("CA"), by way of a demerger and asset split. Upon

implementation of the Scheme, the split will be carried out through a distribution of 318,492,120 ordinary shares Alteo holds in Miwa Sugar Limited ("Miwa Sugar") to its shareholders on the share register on the business day following the final approval of the Listing Executive Committee ("LEC") of the SEM for the listing of the Miwa Sugar Shares on the Development

1. & Enterprise Market ("Record Date") and a reduction of capital of Alteo of some MUR4,691,792,545, representing the value of ordinary shares of Miwa Sugar ("Miwa Sugar Shares") to be distributed ("Alteo Reduction of Capital") as well as the transfer by Alteo of part of the Alteo Notes of an amount of MUR950,000,000 in the form of a promissory note issued by Miwa Sugar ("Transferred Debt"), as described in Section 3.5.2. The Alteo Reduction of Capital will be finalised on the Effective Date, based on an adjustment mechanism detailed in Section 3.6;

2. a dividend to be declared by Alteo and payable to the shareholders of Alteo either in cash or in kind ("Alteo Dividend"), whereby the shareholders of Alteo shall be given the option to receive, in lieu of cash, an equal number of Class A shares of Miwa Sugar as the number of ordinary shares held by the shareholders in Alteo;
3. listing of Miwa Sugar Shares on the Development & Enterprise Market ("DEM") of the SEM.

The Scheme will be submitted for the approval of the shareholders of Alteo at a forthcoming special meeting of shareholders of Alteo ("Special Meeting") to be scheduled on or around 25 August 2022.

This document also serves as Admission Document and includes information given in compliance with Schedule Two of the Development & Enterprise Market Rules ("DEM Rules") for the purpose of giving information with regards to the proposed listing of 318,492,120 ordinary shares of Miwa Sugar on the DEM of the SEM by way of an introduction pursuant to Section 3 of the DEM Rules.

An application has been made to the SEM for the listing and permission to deal in the ordinary shares of Miwa Sugar. The LEC of the SEM has provided a conditional approval for the Admission Document prepared in conformity with the DEM Rules on 15 July 2022, subject to the court sanction of the Scheme. No other listing has been sought for the shares of Miwa Sugar.

On the first day of listing and trading of Miwa Sugar Shares, a minimum of 1,000 ordinary shares will be made available for trading at the issue price of USD0.46 per share.

For a full appreciation of this document, 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.

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

A copy of this Document has been filed with the Financial Services Commission (the "FSC").

Neither the SEM nor the LEC nor the FSC assumes any responsibility for the contents of this document. The SEM, LEC and 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 neither an invitation nor a Prospectus nor a statement in lieu of a Prospectus for the public in Mauritius or elsewhere to subscribe for shares in Alteo Limited or Miwa Sugar Limited.

Transaction Advisors

PricewaterhouseCoopers Ltd

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FINANCIAL INFORMATION CONTAINED IN THIS ADMISSION DOCUMENT

Unaudited Pro Forma Financial Information of Miwa Sugar Limited

The Unaudited Pro Forma Financial Information of Miwa Sugar for the financial years ended 30 June 2019, 2020, 2021, the six months ended 31 December 2020 and the six months ended 31 December 2021 have been prepared for illustrative purposes only, to help the prospective shareholders of Miwa Sugar better understand the evolution and historical performance of Miwa Sugar, as if the subsidiaries had operated under Miwa Sugar since 01 July 2018.

The Unaudited Pro Forma Financial Information does not purport to represent what Miwa Sugar's financial position, changes in equity, results of operations and other comprehensive income or cash flows could have been, had the Restructuring occurred on the date assumed for the purpose of its preparation.

The Pro Forma principles and methodology are likewise documented in Appendix II of this Admission Document.

For the purpose of this Admission Document, all quantitative and qualitative references relate to Miwa Sugar's Unaudited Pro Forma Financial Information.

The preparation of the Unaudited Pro Forma Financial Information falls under the responsibility of Alteo's Directors.

The Independent Reporting Accountants' report on this Unaudited Pro Forma Financial Information of Miwa Sugar is set out in Appendix II of this Admission Document.

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