A Sustainable Agroforestry FundSustainable, Profitable Large-Scale

Agroforestry Projects

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Moringa is a €100 M agroforestry fundwhich will invest in large scale, sustainable, and replicable agroforestry projects in Africaand Latin America.

Portfolio projects will generate diversified revenue streams, and have a demonstrable positive impacton the environment and the livelihoods of localpopulations.

Projects will also work against economic deforestation drivers by allowing stakeholders to benefit fromagricultural, forestry and carbon markets.

The fund is sponsored by ONF International (ONFI) in partnership with La Compagnie Benjamin de Rothschild (CBR), which bring together:

◗ a unique combination of forestry, financial and environmental / social expertise ◗ a strong field presence and network in Africa and Latin America, yielding a well-defined pipeline of replicable projects.

Moringa in a Nutshell

Executive Summary

Agroforestry: A Profitable and Sustainable Alternative to Deforestation

Agroforestry is the spatial or temporal combination of trees and crops or animals, with biological and economic synergies leading to higher productivity, reduced risk, more stable income for local populations, and positive environ-mental impacts.

Agroforestry provides a profitable alternative to theunsustainable land use scenarios that drive deforestation. Compared to these scenarios, well designed and well managed agroforestry projects provide:

◗ better risk mitigation in the short and long run

◗ higher profitability in the long run.

Agroforestry projects offer profitable business opportunitieswhich work against deforestation, and produce diversifiedrevenues from local and / or export markets, including:

◗ forestry products (biomass, timber)

◗ agro products (export and food crops)

◗ carbon credits (sequestration and / or REDD+ assets).

Moringa will focus on such projects which will also producea positive environmental and social impact, and are expectedto score highly on the Moringa E&S System matrix evaluationsystem. Projects will be designed to achieve relevant third-party sustainability certification (e.g. FSC, CCB, SAN) and may also seek Fair Trade or Organic certification.

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Investment Proposition

Moringa will invest in projects on a large, yet manageable scale (usually 5-15,000 ha/project). It will leverage efficient management, technical excellence, economies of scale, replicability and outgrowerinitiatives to enhance its returns. The anticipated net return of 10 - 12% IRR is based on a robust riskmitigation policy strong fundamentals and long term positive market trends for agricultural and timberproducts. The net return calculation includes a conservative 25% cash flow discount. In addition to thisfinancial return, investors will benefit from strong non-financial impacts in the environmental andsocial spheres.

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Tropical agroforestry projects typically combine forestry activities(timber, industrial tree crops or fruit trees) with cattle, food crops, or nicheexport crops.

This allows projects to generaterevenues from diverse sourcesduring the life of the Moringainvestment and to offer potentialacquirers a proven model forgenerating diversified revenuesfor the long term.

A DiversifiedRevenue Streamover the ProjectLifespan

A Large-Scale Agroforestry Approach

SHORT TERM REVENUES 0-5 years

Land valuation when applicable (with enhanced

fertility & biodiversity)

MEDIUM TERM REVENUES 5-10 years

LONG TERM REVENUES 10-30 years

Moringa’s Investment Term Increased exit value due to natural capital increase

and other factors

Carbon storage revenues

REDD & IFM revenues

High value agro- & by-products

Subsistence or commercial intercropping

Biomass residues to energy

Timber wood

Re-Inforcing Local Impact

A separate EUR5m Technical Assistance (TA) Facility will be created to enhance targeted projects and the localimpact of the fund’s projects. Specifically, the TA Facility will be used to achieve technical excellence at the project level, re-inforce outgrower activity, enable disseminationof success stories and build capacity at the project level.

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Compared to conventional timber or agriculturalprojects, the agroforestry approach ensures a more favourable risk / return profile through more effectiveuse of land at reduced costs, with a diversified incomebase throughout the term of the investment.

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Intensive crops

Pasture ranching

Intensive logging

LOCAL DEFORESTATIONSCENARIOS

Timber

Biomass and NLFP

Subsistence & export crops

Agroforestry synergies

Environmental externalities(carbon credits, etc.)

Technical risks

Agro./Env. risksSoil exhaustion, fire,wind, pests

Market risksPrice fluctuations

Social risksFood competition, eviction of communities

Regulatory risksLocal & international

Soypalmetc…

Cattlemeatetc…

Timberfromcutting

Timberfromcutting

PROFITABLE & SUSTAINABLE ALTERNATIVE: POSITIVE AGROFORESTRY

Technical risk

Agro./Env. risks

Market risks

Social risks

Regulatory risks

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The projects are further classified based on 3 stages of advancement:

Advanced projects (level 1) ready for formal screening and due diligence. Investment could be closed within 6 months.

Intermediary projects (level 2) are also in an advanced stage of development, but may need additional studies (such asfeasibility analysis) and investment structuringbefore formal screening and due diligence. These projects could enter duediligence in ~ 6 months and be invested in ~ a year.

Early stages projects (level 3) need 1 to 2 years of further development (pre-feasibility analysis, feasibility analysis, financial structuring, etc.) before becoming investment candidates.

Strong Proprietary Dealflow

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CC

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BA A

Moringa has a well-developed pipeline of high quality, replicable investment opportunities already in place as a result of ONFI’s activities, network and field presence. To date, over 25 high-potential projects have been contributed by ONFI andpre-screened by the Moringa Team. The team is actively sourcing additional opportunities via its own professional networks.

Pipeline development is assisted by ONFI offices in Sub-Saharan Africa (Cameroon, Gabon) and Latin America (Brasil,Colombia, Chile) – see map below. Pipeline projects offer excellent diversification in product types and markets targeted. They are divided into three types (A/B/C) depending on the markets they address.

‘Offtake Contract’Production of sustainable timber and agro products to meet a specific industrial need

Project Types

A

‘International Market’Production of sustainable timber and agro products for local and international markets

‘Local Market’Production of sustainable timber and agro products for large and growing local markets

High quality timber, biomass energy, particular agro products, carbon credits

Main Revenues

High quality timber and agro products, carbon credits

Charcoal, manioc, timber, carbon credits

Industrial offtake partners, and financial investors

Targeted Exit Investors

Timber industry corporations,traders and funds, agro industrials and funds, international investors

Agricultural corporations and agro funds, local investors

Latin America | 9 projects

3 advanced

3 intermediary

3 early stageAfrica | 17 projects

3 advanced

10 intermediary

4 early stage

A Well Defined Pipeline

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C

A

ONFI local offices |

B

C

ONFI agencies |

Example of Type A Project | Sylvopastoralism in Latin America Unsustainable cattle ranching is one of the main deforestation drivers in Latin America, leaving behind millions of hectares of idle or degraded pasture lands. Working in partnership with local Colombian farmers, the project will reforest 6,500 ha of degraded pastures with high quality timber species and seek to optimize revenues fromexisting cattle farming activities through technical assistance. The project will deliver high quality wood for the pencil industry, in partnership with an international industrial corporation. It is registered as a CDM project and will alsogenerate revenues from the carbon markets.

Example of Type B Project | Cashew nut production in Madagascar Developed by a leading agribusiness player, the project involves the planting of 6,500 ha of cashew trees. To maximize margins and job creation, nuts will be processed on site and premier kernels of the highest quality will be exported. The project will rehabilitate degraded lands anddeliver significant environmental benefits through the creation of protected areas of 2,847 ha and a buffer zone of 7,000 ha. Its social impactsare strong with the anticipated employment of2,600 people and substantial health care andeducation infrastructure to be developed. The plantation business plan is based on the excellentresults already obtained from a mature 500 hapilot plantation.

Example of Type C Project | Manioc and charcoal Production in DRC Illegal and unsustainable extraction of woodfor energy purposes combined with slash andburn agricultural activities are the main driversof deforestation in the Congo Basin. The objective of this project is to reforest 12,500 ha of degraded and unproductive savannahs to produce charcoal on a sustainable basis for a large city. The tree rowsare intercropped with manioc to be sold in the large and growing nearby market. The project is registeredas CDM eligible for carbon sequestration and as a pilot REDD project. It will thus generate diversified revenues (35% biomass energy, 35% manioc, 30% carbon credits). This model could be widely replicated across the Congo Basin.

A Well Defined Pipeline

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The General Partner, a 100% subsidiary of CBR to be incorporated in Luxembourg, will be legally responsible for allinvestment and divestment decisions of the Fund. The Board of Directors and Investment Committee incorporate peoplewith extensive experience and knowledge in:

◗ Forestry and agriculture ◗ Private equity investments ◗ Project finance

The Technical Advisory Committee will be available to the fund management team as a source of additionaltechnical advice and support.

General Partner

Organisation and Governance

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The core team of Moringa Partners, the Investment Advisorconsists of four full time members supported by 4-5 full or part-time ONFI staff.

Hervé BOURGUIGNON | Partner International management in emerging countries and in the forestry industry, acquisitions and sales of companies

Clément CHENOST | Investment manager and technical director Forestry and natural resources management, project and carbon finance

Martin POULSEN | Partner Former Chief Private Equity Officer at the African Dev. Bank, Managed EIB’s sub-Saharan African and Renewable Energy Private Equity Investments. Previously fund manager and agri-business project engineer

Guillaume MAILLARD | Investment managerand financial directorPrivate equity / project development / project financing

The Investment Advisor

The Moringa Organisation and Governance structure has been designed for effective deployment of the resources and capabilities of all parties for the benefit of the Moringa Fund. An experienced core team will be supported by an active Board of Directors and Investment Committee and dedicated resources within the sponsororganisations.

Organisation and Governance

The investment advisor, will play the central role in coordinating support from ONFI and CBR as well as other partners.

◗ African and Latin American economies and cultures

La Compagnie Benjamin de Rothschild (CBR) Hugo FERREIRA | Board and IC memberDeputy General Manager

La Compagnie Benjamin de Rothschild (CBR) Johnny EL HACHEM | Board and IC memberHead of Environmental Finance

Board and Investment Committee (IC) members

Planet Finance | Director Bernard Herman | Board member

Industrial Development CorporationRian Coetzee | IC memberHead Agro-Industries

Rabobank | Head of rural bankingCarlos Ortiz | IC member

FSC | Director GeneralAndre de Freitas | TA Committee Member

Additional members to be appointed after the first closing

Technical Advisory Committee Members

WWF International | CEO 1993-2005Claude Martin | IC member

Moringa will make use of the Moringa E&S System, an analytical framework and ranking methodology. This framework will:

◗ Assess the environmental value of each project by measuring its impact on 5 axes: energy, climate, resources and waste (including soil and water), health and toxicity, biodiversity

◗ Assess the social value of each project by measuring its impact in 5 fields: workforce, community participation, local development, access to common goods, social equity

◗ Ensure business and environmental risk mitigation as well as a higher exit value for the projects through a biological and social capital increase during the lifespan of an investment

◗ Increase the projects’ profitability by identifying the latest agro-environmental management methods and high-value marketing opportunities.

Moringa E&S System

Investment periodYears 1-5

◗ Technical assistance to to the Investment Advisor for exit planning and valuation of the project as necessary

Divestment periodYears 8-12

Technical Partner | ONF InternationalONFI and its subsidiaries (ONF Cameroon, Sylvafrica (Gabon), ONF Brazil, ONF Conosur, ONF Andina) will providetechnical support to the Investment Advisor and its portfolio projects in the following areas, as needed:

◗ Support the development of the project by providing technical assistance (plantation and forest management, carbon credits generation, project management, etc.)

◗ Provide 4 to 5 locally based project managers to support portfolio projects, Each manager will typically supervise a cluster of 2 or 3 projects, ensuring a permanent presence on the ground for each project

Monitoring periodYears 1-12

◗ Pre-feasibility analysis

◗ Feasibility analysis

◗ Technical assessment of the projects during due diligence

Organisation and Governance

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◗ Investment Type Direct investments in SPVs (equity and quasi-equity)

◗ Portfolio Strategy Majority and minority stakes, mostly in greenfield projects

◗ Investment per Project 5 to 10 M€

◗ Target size | 100M€

◗ Target IRR | (10-12% Net for investors (13-15% without a conservative 25% discount on cash flows))

Principal Terms◗ Legal & Tax | Arendt & Medernach

◗ Auditors | PWC

◗ Central administration and depository bank | Caceis

Advisors

◗ First closing | Q4 2012

◗ Final closing | Q2 2013

◗ Legal structure SICAR, Luxembourg, with 2 sub-funds (Africa and Latin America) ◗ Fund duration | 12 years (+2+2)

◗ Investment period | 5 years

◗ Holding period | 8-12 years

◗ Management fees | 2% p.a.

◗ Carried interest | 20% of the capital gain with a hurdle rate of 7%

PartnersMoringa will benefit from the deep forestry, agroforestry and environmental and social sector experience of ONFI as Moringa’s Technical Partner.

This document is for information purposes only andshall in no circumstances be considered as an operationinvolving the receipt of savings – the private placementmemorandum of Moringa Fund S.C.A., SICAR has not yetbeen approved by the Commission De SurveillanceDu Secteur Financier (“CSSF”) and Moringa Fund S.C.A.,SICAR is not currently registered as a SICAR.

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ContactsHervé Bourguignon | Partner | Moringa Partnership

+33 623 82 21 64 | h.bourguignon@moringapartnerships.com

Martin Poulsen | Partner | Moringa Partnership

+33 637 32 55 67 | +41 79 128 02 78

m.poulsen@moringapartnerships.com

Clément Chenost | Investment Manager and Technical Director

Moringa Partnership | +33 698 42 54 55

c.chenost@moringapartnership.com Guillaume Maillard | Investment Manager and Financial Director

Moringa Partnership | +41 22 319 75 16g.maillard@moringapartnership.com

Martin Perrier | Chief Executive Officer | ONF International

+33 140 19 78 35 | martin.perrier@onf.fr

Johnny el Hachem | Head, Environmental Finance

Compagnie Benjamin de Rothschild | +41 22 319 75 38jelhachem@ctbr.ch

◗ International Subsidiary of ONF (French National Forests Office, 10MHa of forests, staff of 10,000, successor to the “Administration des Eaux et Forêts” in 1291)

◗ 70 employees, over 30 in Africa and Latin America

◗ Sustainable forest management

◗ Reforestation/Afforestation

◗ Protected area management and rural development

◗ Climate change mitigation / Forest carbon management

◗ Bio-energy

◗ Deal sourcing capacitiy, plus provides technical expertise in forestry and agro-forestry through a service contract with Moringa

Two Complementary Initiators

◗ Premier environmental finance house, subsidiary of Groupe Edmond de Rothschild

◗ Over 20B$ in assets under management

◗ Highly experienced in fund structuring and management

◗ Strong relationships with industrial and financial institutions as well as Development Finance Institutions

◗ Seed investor in the Moringa Fund (to be approved by the board of Directors of CBR)