This file contains details of various “qualified” (investment ready) projects within the 1DS project pipeline

1DS REF Qualified Deal Pipeline has 4 projects with total

debt/equity financing requirement of US$375m
Real Estate Fund
All projects are planned for initial round of funding
in Q1 2018 and deployment from Q2 2018 onwards

Qualified Deal Pipeline has 12 projects with total

1DS SF debt/equity financing requirement of US$226m
Sustainability Fund
All projects are planned for initial round of funding
in Q1 2018 and deployment from Q2 2018 onwards
1DS REF
Real Estate Fund: Focus on real estate, property
development, design and management services
1DS REF Qualified Project Pipeline
Real Estate Fund: Focus on real estate, property development, design and management services

# 1DS REF - Project/Partner Project Value Notes, Comments & Status Investment
1

1 Waverly Park - Phase 1 200,000,000 >> Financing

Financing&&Structuring
Structuring- -March
Jan & &April 2023
Feb 2018 200,000,000
2
1
2 BRITAM (Kileleshwa) 35,000,000 >> Financing
Financing&&Structuring
Structuring- -March
Jan & & April
Feb 20182023 35,000,000
3 Safari Centre (Phase 1 & 2) + Phse 3 Land 30,000,000 >> Financing
Financing&&Structuring
Structuring- -March
Jan & & April
Feb 20182023 30,000,000
110,000,000 >>

4 UNHCR Phase 1 - 15,000 housing units 110,000,000 >> Revolving Credit Facility - Close (Q1
(Q2 2018)
2023 110,000,000
Pipeline Value 75,000,000
375,000,000 75,000,000
375,000,000

1DS has identified different projects (see above) from within its Real Estate Fund project pipeline that are “investment ready/bankable” and which provide a range of
funding options to investors - to fund a single project, or structure funding across multiple projects via the 1DS REF Fund.

All of these projects above have some key common traits:

• 1DS is either the project originator OR is the preferred funding partner by project owners - giving 1DS control/influence over project/deal structuring
• 1DS is already in exclusive negotiation stage for all projects during Q1 2018 – providing opportunity for Q1 2018 co-investors to participate in deal structuring
• The structuring of all projects provide opportunities and options for short, medium and long term investment returns – catering to differing needs of investors
• All projects already incorporate strong eco/green focus in project materials, design and services into project planning – aligned to 1DS investment principles
Waverly Park
Kenya’s 1st
SMART ECO-COMMUNITY
A

Concept Drawing Development

1DS REF Waverly Park - Overview
The project has been conceptualised and is being developed by One Degree South Real Estate
Fund (1DS REF). The 65 acre site is one of the last remaining large parcels of land in Kitisuru -
an established affluent residential suburb located in north western Nairobi. A major new
transport corridor passes directly through the Waverly Park site making it a strategic hub with
easy access to many parts of Nairobi – creating an ideal location within which to live and work.

The project will Kenyas 1st and only Smart - Eco Community, delivering something unique to
the marketplace. This fully-integrated mixed-use community development is taping into the
rising the desire of Kenyan middle class, and global citizens, for more sustainable living. The
facilities in the community will service those living and working there rea.

• School – Waverly Park will be the new site of the French School (Lycee Denis Diderot) with
Administration & Academic buildings, Sports facilities & fields, Teachers/Admin Residences
and parking & circulation – creating the foundation of the Waverly Park Community.

• Retail – a “Village Green” Shopping, Food & Beverage, Apartments and Community green
spaces. Pedestrian walkways and bicycle trails connect all parts of the site. A pedestrian
bridge at the centre of the site joins the 2 sides of the development.

• Office - grade A low rise eco- office developments in a garden setting within 2mins walk to
Village Green facilities. All offices have living rooftops with solar panels. Underground
parking removes cars from 90% of the community.

• Residential – a mix of low rise apartments, townhouses and Villas of different styles and
budgets for rent and sale. Residential design and construction materials brings to life both
the sustainable and smart living elements of the development.
1DS REF Waverly Park - Development Objectives

SUSTAINABLE SMART

100% Renewable energy (solar) 1 System/App for….

95% Recycling all site refuse All Physical & Online Payments (cashless community)
100% Water Capture & Management Access (parking, office, school, leisure, Retail etc…)
Green/Eco Construction Materials & Design Smart Energy Management (lights, utilities etc...)
1DS REF Waverly Park - Development Team

Specialist integrated real estate investment, development and management company based in Nairobi, Kenya
whose founders have a wealth of experience in major projects in Europe, North America and Kenya.
Role: Development Manager, Financial Modelling and Master Planning Support www.ijenga.com

An international integrated design firm whose practice for corporate and commercial clients entails three
focus areas: Hospitality, Retail/Mixed-Use, and Workplace across the US, Asia, Middle East and Africa.
Role: Master Planning (Lead) and Architectural Design (support) www.dlrgroup.com

The leading integrated Architectural and Design company in Reunion and Mauritius with expertise in design
of green, eco-rated and innovative residential, commercial and mixed use developments.
Role: Architectural and Design Services (Lead) . www.mb-archi.com

The leading integrated Civil, Structural and MEP engineering company in Reunion and Mauritius with
expertise in green construction technologies and eco-rated ventilation and water management systems.
Role: Civil, Structural and MEP engineering and Green/Eco systems design. www.integrale.re

A leading property developer and project finance company in Reunion and Mauritius for commercial and
mixed used developments with a focus on innovative development projects and smart cities/communities.
Role: Main EPC Contractor, Master Planning & Financial Modelling support www.opale-promotion.re

The most established leading local real estate project design and development management company in
Kenya responsible for many of the marquee property developments in Nairobi over the last 30 years.
Role: Project Management, regulatory affairs and co-ordinating local contractors. www.planning-kenya.com
1DS REF Waverly Park - Program Stage & Funding
Stage 1
PROJECT BRIEF & CONCEPT
• Market Research
• Project Feasibility Studies
• Planning Approvals
• Project Site Due Diligence
• Draft Masterplan/Concept Design
• Draft Financial Model
• Initial Anchor Tenant Engagement
• Engage Project Team (LOI)
• Land Purchase Deposit (LOI)
• Engage Funding Partners (LOE)
Expenditure: US$268,000
Timing: June
June-- Dec
Dec2023
2017
Status: In Progress
Stage 2
SCHEMATIC DESIGN
• Full Schematic Designs
• Area Schedules & Letting Plans
• Binding HOT with Anchor Tenants
• Developed Costs Plan & QS
• Development Appraisal & Budget
• Complete Project Structing
• Complete Pending Approvals
• Equity/Debt Funding Term Sheets
• Complete Land Purchase (Phase 1)
• Contract Project Team
Budget: US$ 70m
Timing: Q2 2023
Q1 2018
Status: Pending
Stage 3
DETAILED TECHNICAL DESIGN
• Technical Drawings & Full BQs
• Detailed Costs Plans
• Short List Contractors, Tendering
and complete contracting process
• Anchor Tenant Contracting
• Binding HOT with Retailers
• Pre-Sales Office & Residential
• Develop Marketing Plan
• Equity/Debt Funding Term Sheets
Budget: US$ 20m
Timing: Q2
Q2 && Q3
Q3 2023
2018
Status: Pending
Stage 4 & 5
CONSTRUCTION & OPENING
• Development Funds (Phase 1)
• Build Out & Opening (Phase 1)
• Pre-Letting & Sales (Phase 1)
• Land Purchase (Phase 2)
• Pre-Letting & Sales (Phase 2)
• Development Funds (Phase 2)
• Execute Marketing Plan
• Budget & Payment Management
Budget: US$ 110m
Timing: Q4 2018 – Q2
Q4 2023 Q2 2023
2021
Status: Pending
1DS REF Waverly Park - Commitments & Funding Status

Leasing / Sales Commitment Status

1DS has already secured significant commitments – key elements are as follows
–

• SCHOOL - French school has agreed to relocate to Waverly Park – AND have approved of new school designs and development budget – AND French Embassy has
• – –

agreed to do a land SWAP with 1DS – .whereby land within Waverly Park (13 acres) is exchanged for the land on existing school site (5.3 acres - value circa US$20m).
–

• RETAIL - written Expressions of Interest for 20% of available space – binding HOT/AFLs for 50% to be in place prior to construction start (see Risk Mitigation slide)
• –

• RESIDENTIAL – 375 planned units. 24 units are part of deal with French school. Another 80 units under EOI. Target is LOI for 20% of units prior to construction start
• –

• OFFICES – target to have LOI for 20% of available office space prior to construction start (see Risk Mitigation slide)
• –

Funding Status
1DS is arranging funding for the Waverly Park Development – key elements are as follows
• Total development cost is currently estimated at US$ 200M (including finance costs). Project will be funded with 35% Equity finance and 65% Debt finance
• EQUITY – 1DS has already contributed US$7m funding (10% equity) to secure the 1st right to negotiate land purchase agreement with landowner
• 1DS has LOE in place with Vnesto Capital to inject $35m funding (50% equity) – 1DS seeks additional equity investors for US$28m (40% equity)
• H.O.T to be agreed by 1DS and Vnesto Capital in Jan 2018 – with SHA to be completed in Feb 2018 – enabling additional investors to enter before end Q1 2018
• DEBT - 1DS has committed to securing debt financing partners during the exclusive 90-day project structuring period during Q1 2018
• Vnesto Capital has committed to raise the required US$130m debt funding (100% debt) in Q1 2018 – prior to construction start (estimated Q4 Oct 2018)
• 1DS & Vnesto would welcome additional debt investors for up to US$65m (50% debt)
1DS REF Waverly Park - Commercial Risk Mitigation

Use/ Asset Class Deliverable for end Stage 3 Deliverable for Construction Start

Retail ▪ LOIs for 40% of GLA including anchor ▪ Binding HOTs/AFLs for 50% of retail ERV

Office ▪ EOIs for 20% of GLA ▪ LOIs for 20% of GLA

Residential ▪ EOIs/Reservations for 20% of units ▪ Commitment/ pre-sales for 20% of units

School ▪ HOT for Construction & lease ▪ Binding agreement for lease
1DS REF Waverly Park - Financial Model (10 year Projections)
Cost Estimates & Revenue Projections
Waverly
WaverlyPark
ParkSPV
SPV- -2023
2018toto2049
2045 Year 1 2 3 4 5 6 7 8 9 10
2026
22021

Date 2018
2023 2019
2024 2020
2025 2021 2022
2027 2023
2028 2024
2029 2025
2030 2026
20231 2027
2032

COST ESTIMATES Total

Pre- Operating Exps (Oct 2017 - Sept 2018) 283,350
Land Acquisition Cost (Phased - 3 yrs) 136,390,863 66,020,640 70,370,223 - - - - - - - -
Infrastructure Development (Phased - 3 years) 32,601,993 10,675,664 10,675,664 10,675,664 23,000 23,000 23,000 23,000 23,000 23,000 23,000
Construction & Equipment (Phased - 3 yrs) 79,051,028 26,350,343 26,350,343 26,350,343 - - - - - - -
Working Capital - Inclu legal fees (3 yrs) 4,952,430 1,302,400 1,825,015 1,825,015 - - - - - - -
Contingency (@5% development Cost) 5,553,901 1,851,300 1,851,300 1,851,300 - - - - - - -
Debt Interest ONLY Construction (@5%) 16,500,000 3,500,000 6,500,000 6,500,000 - - - - - - -
Investor Debt Repayment Interest + Principle (@5%) 59,600,065 - - - 8,514,295 8,514,295 8,514,295 8,514,295 8,514,295 8,514,295 8,514,295
TOTAL 334,933,630 109,700,347 117,572,545 47,202,322 8,537,295 8,537,295 8,537,295 8,537,295 8,537,295 8,537,295 8,537,295

REVENUE PROJECTIONS Total

Investment Funding (Debt @ 65%) 130,000,000 70,000,000 60,000,000 - - - - - - - -
Investment Funding (Equity @35%) 70,000,000 20,000,000 30,000,000 20,000,000 - - - - - - -
Land 44,000,000 - 17,500,000 - 26,500,000 - - - - - -
Power & Energy 22,566,904 196,548 196,548 196,548 264,677 682,502 698,470 714,836 731,612 748,807 766,433
Infrastructure - Roads, Water, Utilities etc.. 28,426,665 973,838 973,838 973,838 733,027 821,789 836,908 852,405 868,290 884,571 901,260
Residential (Lease) 92,714,278 - - - 613,010 2,120,510 2,221,010 2,326,535 2,437,337 2,553,678 2,675,836
Residential (Sales) 31,920,000 10,640,000 10,640,000 10,640,000 - - - - - - -
Commercial (Lease) 204,766,849 - - - 1,528,288 4,772,788 4,989,088 5,216,203 5,454,674 5,705,068 5,967,982
Commercial (Sales) 12,750,000 4,250,000 4,250,000 4,250,000 - - - - - - -
TOTAL (excluding investment) 437,144,696 106,060,386 123,560,386 36,060,386 29,639,002 8,397,590 8,745,476 9,109,980 9,491,912 9,892,125 10,311,511

BALANCE 102,211,066 -3,639,961 5,987,841 -11,141,936 21,101,707 -139,705 208,181 572,685 954,617 1,354,830 1,774,216
cumulative OCF
cumulative OCF 2,347,879 -8,794,057 12,307,650 12,167,945 12,376,126 12,948,811 13,903,429 15,258,258 17,032,474

Notes & Assumptions:

• 65/35 split of Debt & Equity Funding – total of US$200m – all residual
residualdebt
debttotorepaid
repaidatattime of of
time REIT at end
REIT of Year
at end 10 (2023)
of Year 10 (2027)
• Costs are mostly confined to 4 year development timing – 2018 to 2021 - Assume project launches in June 2021 – phases if any to TBD
2023 to 2026 - Assume project launches in June 2021
• 52% of Residential units – AND – 30% of Commercial (office & retail) to be sold – balance to leased become annuity streams for REIT
1DS REF Waverly Park - Financial Returns

INVESTOR RETURNS
Assume - placement 25 year REIT in Year 11 of project 285,461,941 18 yrs (2028 to 2045) - rental revenues @ 5% annual increment - up to completion of Lycee buy-back
Assume - Investors exit at time of REIT placement 165,011,388 7 yrs (2046 to 2052) - rental revenues @ 5% annual increment - after completion of Lycee buy-back
361,704,768 Estimated Land Value @ Time of REIT (less land swap with Lycee & land sale to ICRC)
812,178,098 Total Value (25 year REIT)

Total Investor Returns 741,778,163 REIT value @ placement in year 11 (2027) - LESS RE-PAYMENT of OUTSTANDING DEBT
16,500,000 Debt Interest ONLY Construction (@5%)
20,661,225 Annual Dividends over years 6 to 10 (@80% of annual dividends)
13,625,979 Value of year 10 cumulative OCF - disbursed prior to REIT - allocated to external investors(@80%)
792,565,368 IRR at term (yr 10) 510% Annual IRR 51% Annual IRR 3.96

KEY ASSUMPTIONS
Assumption 1 -- the
theinvestment phase
investment of theof
phase project is duringis
the project years 1-4 (2023-2026)
during years 1-4 when
(2018financing
-2021)(circa
when US$200m) is required
financing (circa US$200m) is required
Assumption 2 – land
land obtained
obtainedininswap
swapwith
withLycee is sold
Lycee in year
is sold 4 (2026)
in year leases
4 (2020) begins
leases in year
begins 5 & all
in year 5 office/residential/retail units are
& all office/residential/retail pre-leased/pre-sold
units by completion
are pre-leased/pre-sold by completion
Assumption 3 - full income flows from all revenue streams (leasing income, Power, Infrastructure services fees from Residential, Retail & Commercial) begins in year 5 (2022)
Assumption 4 -- 1DS
1DSOperational
Operationalcostscosts
wouldwould
be removed by end of by
be removed Yearend
4 - so
offrom
Yearyear
4 -4so
(2026)
fromonwards
year 4so(2021)
US$ 1,825,015
onwards would be removed
so US$ from WP
1,825,015 annual
would becosts
removed from WP annual costs
Assumption 5 - re-purchase of the Lycee would be complete in year 30 (2045) - so from year 30 (2046) onwards US$ 384,383 would be removed from annual revenues
Assumption 6 - 45 acres residual land value at time of launch of REIT in year 10 (less land used in swap with Lycee AND WP land sales to ICRC) is US$ 361,704,768
Assumption 7 - value of 25 year annuity streams as part of the REIT generated by 2027-2052 from WP rental and service fees is estimated at US$ 450,473,329
Financials – Notes & Assumptions

GENERAL NOTES – as contained in Waverly Park Business Model

1. Power & Energy - to be provided by 1DS company Urba Solar (4MW solar plant to provide power & storage to WP site) - Utilities costs charged to resident/occupants of WP

2. Infrastructure - includes transaction platform for Payments (Retail, F&B, Shopping etc..) AND Access (office, house, parking etc..) provided by 1DS company Mobile Elements
- monthly usage fees charged to resident/occupants of WP – tenants owning land in WP will be charged a proportional amount of infrastructure costs.

3. Residential & Commercial - includes Eco-Panels (offices, house, school, retail etc..) provided by 1DS company International Green Structures (IGS) - to reduce cost, increase
pace of build - AND add eco-credentials - to WP construction process.

4. Residential - revenues assumes both Property sales AND long term rental annuities driven by the long term accommodation demand by Anchor tenants the French school
of Nairobi (the Lycee) and new ICRC HQ building which accounts for lease of approximately 50% of all residential units contained in these projections.

5. Commercial - revenues assume a) 25 year lease-to-own structure the Lycee (30% margin on build cost ) b) Sale of ICRC office (25% margin on build cost) and c) Sales and
Rental of other offices/retail/shopping/ facilities

6. Land - purchase price US$2m/acre - for phase 1 - with 10% increase for land purchase in phase 2

7. Other -
• Offices rental – at annual 5% rent increase
• Parking fee – residents/ office worker are included in office rental cost/ service fees to recover construction cost of parking facilities.
• Services fees – offices charged for utilities (electricity, water) and services (tech platforms, security, etc…) are charged in addition to rental fees.
Kileleshwa
Project
1DS REF Britam - Kileleshwa Overview

Project Description:

This project is being developed by Britam (www.britam.com) one of the largest financial services
company in Kenya. Britam is seeking strategic long term investment partners for this project, and
many future projects, undertaken by its Britam Properties Limited (BPL) division.

The project will be a fully-integrated, mixed-use development anchored by a fun and unique leisure
and shopping experience in Kileleshwa an affluent, high density, residential mid-town
neighbourhood that currently lacks such as development to serve the local catchment area.

• Retail – mix of local and international brands targeting aspirational consumers and families

• Office building - grade A facilities over 10 levels, with own independent car park and entrance
aimed at attracting cutting-edge international and local clients

• Hotel - state-of-the-art business hotel, offering conferencing and meeting facilities, while
accessed independently from the retail and leisure complex, the hotel it is intended to offer
food and beverage offerings to the serviced apartments within the complex

• Residences - inspirational, high-end accommodation that derives significant value enhancement

from being located in a mixed-use environment. The 90 one and two-bedroomed apartments
and 20 three bedroomed penthouse and garden duplexes, are designed to be of iconic status,
arranged over 28 floors, with quality finishes and amenities – something unique to the area.
1DS REF Britam - Development Data

GBA
Residential Office Serv'd Apts Hotel Retail Parking
13 577 12 807 6 622 6 131 23 663 38 781

GLA
Residential Office Serv'd Apts Hotel Retail Parking
11 613 10 757 4 800 2 812 14 037 -

YIELD/EFFICIENCY
Residential Office Serv'd Apts Hotel Retail Parking
110 84% 80 100 59% 963

PARKING BY USE
Residential Office Serv'd Apts Hotel Retail Parking
188 285 40 50 400 -
1DS REF Britam - Development Team

A specialist development management business with vast depth of experience both globally and in Kenya.
They were responsible for planning Nairobi’s premier mixed-use destinations: Two Rivers and Garden City.
Role: Development Manager, Financial Modelling and Master Planning Support www.emerge-ea.com

An international integrated design firm whose practice for corporate and commercial clients entails three
focus areas: Hospitality, Retail/Mixed-Use, and Workplace across the US, Asia, Middle East and Africa.
Role: Master Planning and Architectural Design (lead) www.dlrgroup.com

A track record of engineering projects delivered in more than 90 countries delivering structural, civil,
mechanical, electrical, fire services, communication engineering and building information modelling (BIM)
Role: Civil, Structural and MEP engineering. www.aurecongroup.com

is a transport-planning firm based in Milan, Moscow and New York and operating on an international level
working in the States, Europe, China, Russia, Turkey and Africa and supported Aticas based in Kenya
Role: Transport Design Consulting & Engineering www.michain.com

offers professional services to a range of developers and the public sector in Kenya in the field of physical
Eco-Plan
planning, land surveying GIS and web mapping. www.ecoplankenya.co.ke
Kenya
Role: Site Surveying and Mapping.
1DS REF Britam - Program Stages & Funding
RIBA Work Stages Stage 0-2
Description Brief and Concept design
Stage Deliverables • Market research
• Development Brief
• Full professional team
appointed (except QS)
• Concept Design
• Planning & highways
preliminary engagement
• Risk analysis
• Initial anchor tenant
engagement.
• Preliminary structuring
and tax advice.
• Preliminary development
appraisal
Stage Budget KES 34 million
Timing May – August
August 2017
20123
Status COMPLETED
Stage 3 & 4 are
has been provided by Britam and 1DS on a 50/50 basis
Stage 3
Schematic Design
• Full schematic designs with
areas schedules and letting
plans.
• Applications lodged for
planning, NEMA and highways.
• HOTs/AFLs signed with anchor
tenants and hotel.
• LOIs secured for line stores.
• Terms sheets secured from
equity/debt backers.
• Developed cost plan from QS
and development budget.
• Complete structuring.
• Full development appraisal.
KES 228 million*
December
December 2017 – Feb
2013 Feb 2018
2014
PENDING
* Excludes in Progress:
Statutory Fees total of US$6m funding
Stage 4 Stage 5-7
Detailed Technical Design Construction & Opening
• Detailed technical drawings • Build-out of entire
and full BQ produced. project as single phase.
• Detailed cost plan. • Letting and sales effort
• Contracting strategy and to achieve commitment
tender completed. for most of the
• Binding HOTs or AFLs in place development.
for 50% of retail ERV. • Establishment and
• Hotel contract signed. auctioning of
• Strong letting evidence to management and
support office development. marketing plan.
• 10%-20% pre-sales for the • Intensive budget control
residential. and payment
• Binding debt offer and/or management.
equity partnership/mezz • Centre opening and lease
financing in place. out/sale of all space.
KES 455 million Full Construction Budget
March – June
June 2018
2023 July 20123 – Dec
July 2018 Dec 2020
2024
PENDING PENDING
1DS REF Britam - Commitments & Funding Status

Leasing / Sales Commitment Status

The development managers engaged by Britam (Emerge Ltd) has already secured significant commitments – key elements are as follows
• RETAIL - written Expressions of Interest for 67% of available space – binding HOT/AFLs for 50% to be in place prior to construction start
• HOTEL - CityBlue www.citybluehotels.com has agreed terms to a lease option for the hotel facility – agreement to be concluded before construction start
• OFFICE - target to have LOI for 20% of available office space prior to construction start (see Risk Mitigation slide)
• SERVICED APPARTMENTS – 110 apartments over 28 floors - pre-sales target of 20% prior to construction start (see Risk Mitigation slide)

Funding Status
1DS is the preferred funding partner by Britam AND has entered into an exclusive 90-day negotiation period with Britam – key elements are as follows
• Total development cost is currently estimated at US$ 128.38m (including finance costs). Project will be funded with 50% Equity finance and 50% Debt finance
• EQUITY - Britam has contributed the land (valued at US$21.15m) and will contribute a further US$14.57m Cash Equity
• 1DS will inject $3m funding in Q1 2018 - provided as a convertible loan that becomes partial equity upon completion of Shareholders Agreement (SHA)
• H.O.T to be agreed by 1DS and Britam in Q1 2018 - AND - SHA to be completed in Q2 2018 prior to construction start (estimated October 2018).
• 1DS Equity investment would deliver 50% equity stake in the project. Based on the latest development appraisal total 1DS equity investment would be $35.73m:
• US$ 3m in Q1 2018 (convertible loan upon execution of SHA) – ALREADY COMMITTED
• US$32.5m at start of construction phase (estimated August 2018) – REQUIRED Equity finance
• DEBT - 1DS has been given a non-binding 1st option to ALSO provide some part of debt finance of the project during the exclusive 90-day period
1DS REF Britam - Commercial Risk Mitigation

Use Deliverable for end Stage 3 Deliverable for Construction Start

▪ MOU concluded with Anchor

▪ Binding HOTs/AFLs for 50% of retail
Retail ▪ LOIs for 40% of GLA including
ERV
anchor
Office ▪ EOIs for 20% of GLA ▪ LOIs for 20% of GLA
▪ Commitment/ pre-sales for 20% of
Residential ▪ EOIs/Reservations for 20% of units
units
▪ Binding agreement for lease or
Hotel ▪ HOTs for lease or sale
sale

▪ MOU with operator with defined

Serviced Apartments ▪ Binding agreement with operator.
sales/management strategy
 1DS REF Britam
Britam-- Financial Returns --Year
Financial Returns Year11 After
After Completion
Completion 2023
2022
Return Metric Combined Retail Office Hotel Residential Serviced Apartments

Rental Revenue- Year 1 977,101,383 401,360,446 260,980,620 155,807,501 158,952,816

Asset Valuation Year 1 18,239,724,931 6,130,635,972 4,000,772,428 2,132,102,639 3,735,748,779 2,240,465,115

Development Cost 13,351,078,408 4,454,686,776 3,001,993,261 1,576,998,993 2,698,531,240 1,618,868,138

Yield on Cost ( Inc. VAT ) 11.01% 10.57% 10.17% 11.54% 11.75%

IRR (Year 1- 2023)

1-2022 25.09% 22.94% 23.41% 27.04% 29.42% 26.97%

TMB ( Year 1 - 2023

2022 ) 2.01 1.97 2.01 2.19 1.69 2.18

Notes – All values are in Kenyan Shillings – business model assumed exchange rate KSH 104 = US$1
1DS REF Britam - Exit Options
Use Area Base Case exit scenario Alternative Exit scenario
Investment sale of fully-leased development in year 3 post Creation of an I-REIT to hold both commercial uses as
Retail completion to pension fund or other institutional investor. a minimum.

Investment sale of fully-leased development in year 3 post Creation of an I-REIT to hold both commercial uses as
Office completion to pension fund or other institutional investor. a minimum.

Sale of individual units to investors/owner occupiers. No alternative exit scenario currently under
20% to be sold off-plan AND remainder to be sold during consideration at this stage.
Residential
construction and post completion periods.

Sale of USD rental investment with City Blue as tenant to Disposal of shell, on completion, to a specialist hotel
Hotel an institutional investor, possibly combined with retail and investor who will enter into a management contract
offices. with an operator.
Investment sale of development in year 3 to pension fund Co-development with Airbnb as Airbnb hotel; or; sale
or other institutional investor once occupancy levels have of individual units to investors with benefit of
Serviced Apartments
matured. management contract in place from recognised
operator.
Notes - Structuring the all asset classes within the development into and I-REIT – for private placement / public listing also remains and option under consideration.
1DS REF Britam - Investor Exit Options & Assumptions
Several future exit options have been explored – the following options are preferred by 1DS and will be discussed with potential co-investors

Option 1 – Asset Sale

Project assets to be sold 3 years from opening (2024) - investors benefit from 3 years of rental escalation and stabilisation of full occupancy.
▪ The commercial and hospitality elements to be sold 3 years from opening
▪ Residential is excluded as it will be self-liquidating during the construction and immediate post opening period.
▪ The development will be sold via disposal of shares in the Mauritian holding company, thus eliminating tax burden to the vendors.
▪ Assumed buyers - other international property funds, pension funds etc..
▪ The assets will be sold on the basis of an 8.25% yield on gross revenues for the retail , office and serviced apartments components and
an 8% yield on the hospitality component.
▪ The VAT credit will be valued and sold separately.

Option 2 – Creation of I-REIT

Project assets to be sold into an I-REIT 5 years from opening (2025) - investors benefit from 5 years dividends AND REIT liquidity event
▪ Project annuity revenues streams to be sold 5 years post opening
▪ Residential may/may not by excluded under this model (TBD)
▪ The development will structured as a Mauritian based REIT to optimise tax efficiency for investors.
▪ Sale via a mix of private placement (local/international property funds, pension funds etc..and public listing (local/int’l exchanges)
▪ The REIT will be sold on the basis of the value of 20-year gross revenues for project annuity revenue streams
▪ Pre-emptive rights to projects investors to retain preferential private placement in REIT.
1DS REF Safari Centres - Overview

The project has been conceptualised by EMERGE Consultants and is being developed by One
Degree South Real Estate Fund (1DS REF). The concept of quality branded roadside rest and
retail developments is a proven business model in many parts of the world – but as yet - does
not appear in the African property landscape. This project will be an African 1st.

Safari Centres will deliver a unique value proposition to the marketplace – initially to be
launched in Kenya and then across East Africa. This concept taps into the demand created by
the rising mobility of Kenyan middle class, and ever increasing commercial road traffic. Safari
Centre facilities will be developed with in 2 main variations.

• Highway – larger sites located on main travel routes for commercial, passenger and tourist
traffic to provide fuel, food & beverage outlets, other retail, recreation service, convenience
amenities – and quality budget accommodation at some select sites
• City – smaller sites are located in either central city locations – OR - on the out-skirts of
suburban areas to provide small neighbourhood retail centres to serve local residents. This
will involve re-development of existing.

…Development of project sites is undertaken in 2 steps

1. Strategic land acquisition - is done via 1DS REF to secure prime sites as the foundation of
…Sites locations are selected on a combination of factors
Safari Centre network expansion. In the event that the site does not proceed to full
to maximise likely success.
development the land can easily be flipped – thus de-risking the business model
1. Site Land Prices
2. Traffic Volumes Past Site
2. Site Development – funded by 1DS REF will be based in certain CPs for each site and
3. Catchment Population (within 2,5, and 10km radius)
prioritised/phased to ensure deployment of quality assets in locations that maximise ROI.
4. Catchment Demographics (within 2,5, and 10km radius)
1DS REF Safari Centres – Development Data

PHASE 1
Makutano
Naivasha

PHASE 2
4 Locations

Development Approach
1. Land Acquisition (via 1DS REF)
2. Phased Site Development via
(1DS SF / 1DS REF)
Site Selection criteria
1. Site Land Prices
2. Traffic Volumes past site
3. Catchment Population
4. Catchment Demographics
1DS REF Safari Centres – Development Data
1DS REF Safari Centres - Development Team

A specialist development management business with vast depth of experience both globally and in Kenya.
They were responsible for planning Nairobi’s premier mixed-use destinations: Two Rivers and Garden City.
Role: Development Manager, Financial Modelling and Master Planning Support www.emerge-ea.com

A leading architectural practise, Boogertman + Partners with offices in South Africa and Kenya and specialists
in retail developments. They are also gold founder members of the Green Building Council of South Africa.
Role: Architectural & Design Services www.boogertmanandpartners.com

MML East Africa has been operating for 30 years, building up a reputation as the largest and most respected
Construction project management business in East Africa and have managed dozens of the leading real
estate development projects in Kenya. Role: Project Managers www. mmlea.com

is a member of Bosch Holdings, one of Africa’s Leading multidisciplinary Engineering, Projects and Operations
Management groups. The Nairobi office offers a mix of engineering skills, advanced technology and experience
in the Kenya real estate scene. Role: provides MEP Engineering services www.boscheastafrica.co.ke

Metrix Integrated Consultants, established in 1995, and have provided a wide range of Engineering services
across a diverse mix of projects, in Kenya and East Africa. Role: Civil and Structural Engineering Services.
www.metrix.co.ke
1DS REF Safari Centres - Phases & Funding Requirement
Phase 0
PROJECT BRIEF & CONCEPT
• Market Research
• Project Feasibility Studies
• Planning Approvals
• Project Site Due Diligence
• Draft Masterplan/Concept Design
• Financial Model
• Complete Project Structuring
• Engage Project Team (LOI)
• Land Purchase (Phase 1)
• Engage Funding Partners (LOE)
Expenditure: US$2m
Timing: 2023 YTD
2017 YTD
Status: Complete
Phase 1
2 SITES – KENYA
• Planning Approvals
• Full Schematic Designs
• Area Schedules & Letting Plans
• Binding HOT with Tenants
• Developed Costs Plan & QS
• Development Appraisal & Budget
• Tender & Appoint Contractors
• Equity/Debt Funding Agreements
• Land Purchase (Phase 2)
• Development & Opening
Budget: US$ 10m
2023
Timing: 2018
Status: In Progress
Phase 2
4 SITES – KENYA
• Planning Approvals
• Full Schematic Designs
• Area Schedules & Letting Plans
• Binding HOT with Tenants
• Developed Costs Plan & QS
• Development Appraisal & Budget
• Tender & Appoint Contractors
• Equity/Debt Funding Agreements
• Land Purchase (Phase 3)
• Development & Opening
Budget: US$22.5m
Timing: 2024
2019
Status: Pending
Phase 3 & 4
18 SITES – KENYA, UGANDA,
TANZANIA
• Planning Approvals
• Full Schematic Designs
• Area Schedules & Letting Plans
• Binding HOT with Tenants
• Developed Costs Plan & QS
• Development Appraisal & Budget
• Tender & Appoint Contractors
• Equity/Debt Funding Agreements
• Land Purchase (next Phases)
• Development & Opening
Budget: US$ 78.7m
Timing: 2023-2025
2020-2022
Status: Pending
 REF Safari Centres – Roll Out Phases & Funding
Safari Centres
1DS
Roll-Out Summary
Kenya
Uganda
Basic Project Components Annual Roll-Out Tanzania
excluding cost of finance 103 Classic Centres to be developed in each EA market over 5 years:
7
Safari Centre - Classic Range mid-point Total Cost (KES) Total Cost (USD) 2023
2018 2024
2019 2025
2020 2026
2021 2027
2022
Land Cost (KES) KES 10m - 40m per acre 25,000,000
Phase 1 Phase 2 Phase 3
Land Area (acres) 3-5 acres 4.00
Land Price (KES/USD) 100,000,000 970,874
Construction Costs (KES/m2) KES 70,000 - 90,000/m2 80,000
Gross Built Area (GBA) m2 2,500 - 4,000sqm 3,750 1 1
Total Build Cost 300,000,000 2,912,621
Off-site Costs KES 10m to KES 50m 30,000,000
Total Off-site 30,000,000 2 2 1 1
Fees 7%-10% of build costs 8.50% 28,050,000 272,330
Total Fees (inc VAT) Plus DM Fees 5.00% 17,902,500 173,811
Other Costs 7.5% of total 7.50% 1 1 1
35,696,438 346,567
Total Costs (inc VAT) 511,648,938 4,967,465 10,684,000 9,934,931 14,902,396 14,902,396 4,967,465
City projects to be developed in each EA market over 5 years:
Safari Centre - City Range mid-point Total Cost Total Cost (USD) 2023
2018 2024
2019 2025
2020 2026
2021 2027
2022
Land Cost (KES) KES 40m - 120m per acre 80,000,000
Land Area (acres) 1-3 acres 2.00
Land Price (KES/USD) 160,000,000 1,553,398
Construction Costs (KES/m2) KES 50,000 - 80,000/m2 65,000
Gross Built Area (GBA) m2 4,000sqm - 7,000sqm 5,500 1
Total Build Cost 357,500,000 3,470,874
Off-site Costs KES 10m to KES 50m 30,000,000
Total Off-site 30,000,000 291,262 1
Fees 7%-10% of build costs 8.50% 32,937,500 319,782 2 2 2
Total Fees (inc VAT) Plus DM fees 5.00% 21,021,875 204,096
Other Costs 7.5% of total 7.50% 1
45,109,453 437,956
Total Costs (inc VAT) 646,568,828 6,277,367 - 12,554,735 12,554,735 12,554,735 18,832,102

Combined annual costs 10,684,000 22,489,665 27,457,131 27,457,131 23,799,567

1DS REF Waverly Park - Commitments & Funding Status

Leasing / Sales Commitment Status

EMERGE Consultants has already secured significant commitments – key elements are as follows
• PHASE 1 – signed lease agreements for 50%+ of available retail/tenant space for first site and Signed HOTs for 50% of second site – land purchase done/agreed
• PHASE 2 - potential sites identified. Land negotiations and business models in-progress – EOI received from 50% of Phase 1 tenants (including Anchor Fuel & Shopping)
• PHASE 2/3/4 - target to have EOI for 50% of available retail space prior to funding commitment / construction start (see Risk Mitigation slide)

Funding Status
1DS is the preferred funding partner for EMERGE and is arranging funding for the Safari Centre Developments – key elements are as follows
• Funding for Total Phase 1 & Phase 2 development cost is currently estimated US$ 35m (excluding cost of financing).
• Each Phase of Safari Centre deployment are intended to be funded 50% Equity finance and 50% Debt finance – which may vary due to investor needs and/or debt pricing.
• EQUITY – Founders have already contributed land & Cash to the project to value of US$2m
• Phase 1 - 1DS has already committed US$3m funding (45% equity) for Phase 1 during Q1 2018
• Phase 2 - 1DS is seeking equity finance up to US$12m funding (100% phase 2 equity)
• DEBT - 1DS has been given a non-binding 1st option to ALSO provide some/all of debt finance for Phase 1 & 2
• Phase 1 - 1DS is seeking debt finance up to US$5.3m (100% phase 1 debt)
• Phase 2 - 1DS is seeking debt finance up to US$12m (100% phase 2 debt)
1DS REF Safari Centres - Commercial Risk Mitigation

Use/ Asset Class Deliverable Pre-funding Commitment Deliverable for Construction Start

Retail ▪ LOIs for 40% of GLA including anchor ▪ Binding HOTs/AFLs for 50% of retail ERV

Fuel Partner ▪ EOIs for Site ▪ LOIs for Site

Services ▪ LOI for Services (Energy, IT, Ads etc…) ▪ Binding HOT with Service Providers

Hotel Partner
▪ EOIs for Site ▪ LOIs for Site
(if applicable)
1DS REF Safari Centres - Financial Model (10 year Projections)
Cost Estimates & Revenue Projections
Safari Centre SPV
Safari Centre SPV -- Phase
Phase 1
1&& 22 Only
Only -- 2018
2023 to
to 2027
2024
Year 1 2 3 4 5 6 7 8 9 10
Date 2018
2023 2019
2024 2020
2025 2021
2026 2022
2027 2023
2028 2024
2029 2025
2030 2026
2031 2027
2032

COST ESTIMATES Total

Land Acquisition Cost 17,669,903 9,320,388 8,349,515 - - - - - - - -
Infrastructure Development 3,600,000 1,200,000 2,400,000 - - - - - - - -
Construction/Development 24,511,722 7,165,981 12,142,019 5,203,723 - - - - - - -
Working Capital - Overheads 9,004,887 252,000 793,800 833,490 875,165 918,923 964,869 1,013,112 1,063,768 1,116,956 1,172,804
Contingency (@5% development Cost) 1,405,586 418,299 727,101 260,186 - - - - - - -
Investor Interest during Construction (@5%) 2,754,807 458,917 1,069,228 1,226,663 - - - - - - -
Investor Debt Repayment (@5%) 30,162,419 - - - 4,308,917 4,308,917 4,308,917 4,308,917 4,308,917 4,308,917 4,308,917
TOTAL 89,109,324 18,815,585 25,481,663 7,524,061 5,184,082 5,227,840 5,273,786 5,322,029 5,372,685 5,425,873 5,481,721

REVENUE PROJECTIONS Total

Investment Funding (Debt @ 50%) 24,533,251 9,178,334 12,206,218 3,148,699 - - - - - - -
Investment Funding (Equity @50%) 27,288,058 9,637,251 13,275,445 4,375,362 - - - - - - -
Land (sales) 750,000 - 750,000 - - - - - - - -
Power & Energy Fees 4,820,000 - 200,000 420,000 600,000 600,000 600,000 600,000 600,000 600,000 600,000
Infrastructure Fees - Roads, Water, Utilities etc.. - - - - - - - - - - -
Retail (Lease) 70,974,055 - 1,596,375 6,641,319 7,139,418 7,674,874 8,250,490 8,869,276 9,534,472 10,249,557 11,018,274
Retail (Sales) - - - - - - - - - - -
Other 2,410,000 - 100,000 210,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000
TOTAL (excluding investment) 78,954,055 18,815,585 28,128,038 14,795,380 8,039,418 8,574,874 9,150,490 9,769,276 10,434,472 11,149,557 11,918,274

BALANCE - 10,155,269 0 2,646,375 7,271,319 2,855,336 3,347,034 3,876,704 4,447,247 5,061,787 5,723,684 6,436,553
cumulative OCF 2,646,375 9,917,694 12,773,030 16,120,064 19,996,768 24,444,015 29,505,802 35,229,487 41,666,040

Notes – Land Acquisition Costs in 2019 are for Safari Centre site purchases for Phase 3 – BUT no revenues for Phase 3 are assumed in the model above
1DS REF Safari Centres - Financial Returns

NOTES REIT Value @ Liquity Event 144,418,431 In year 10 ( REIT private/public) Costs -- REIT
1Notes landValue
Acquisition
assumesinthe2019 to secure P
Total % of Equity in Project 75% assumed equity of investor/1DS (may vary) Costs - Infrastructure
2development of Phase 1 &cost assume
Phase 2 roof mou
Value of Equity 24,533,251 @ time of lnvestment 3sites And-value
Costs assumeof land
full (in yr 10)
Phase 1 & Phase 2 debt
purchased for Phase 3 sites.
Value of Equity 108,313,824 @ time of liquidity event 4 Revenue - land sales of 750K in year 2 repr
Investor Equity returns % 80% @ time of liquidity event 5 Revenue - power and energy fees assume s
Investor Equity returns value US$ 86,651,059 @ time of liquidity event 6 Revenue - assume ONLY the 6 sites of Phas
353% IRR @ Term Annual IRR 35% 7 Revenue - Potential REIT in Year 10 - assum
3.5 TMB 8 Revenue - Other Revenue assumes 50k per
Equity Investor Dividends
Total Dividend Value US$ 31,748,346 assume
assumegrace
graceperiod during
period 3 yr construction
during - thus 7 -installments
3 yr construction over years 4over
thus 7 installments - 10 (2023-2029)
years 4 - 10 (2021-2027)
Equity Dividend share % 80% (investor/1DS)
Investor EquityDividend Returns Value US$ 19,049,008 or Annual Avg. 2,721,287 over
over77years
years(2023-2029)
(2021-27)

Assumptions
1 Costs - land Acquisition in 2019 to secure Phase 3 site development - option to develop progressively in Phase 3 - OR flip the land
2 Costs - Infrastructure cost assume roof mounted Solar PV plant at each location to provide all energy needs - power sold to tenants
3 Costs - assume full Phase 1 & Phase 2 debt repayment (interest + principle) for project debt over 7 years
4 Revenue - land sales of 750K in year 2 represents the sale of surplus 5 acres of land in Naivasha
5 Revenue - power and energy fees assume selling power to tennants on site assume US$100K per project per year, escalating at 2.5%pa
6 Revenue - assume ONLY the 6 sites of Phase 1 & 2 - achieve full revenue in year 4 (2021) then retail lease escalations at 7.5% p.a
7 Revenue - Potential REIT in Year 10 - assumes 8.5% revenue capitalisation AND capital apreciation of land value @ 10% p.a over the term
8 Revenue - Other Revenue assumes 50k per open centre (toilet & site adverting fees)
1DS REF Safari Centres - Exit Notes

Use Area Base Case Exit scenario / options

Monthly revenues generated from Retail Leases with Safari Centres tenants provide the substantial
RETAIL
foundation annuity streams for potential Safari Centre I-REIT in year 10

Monthly revenues generated from Leasing to Fuel/Forecourt operators to provide additional annuity
FUEL
streams for potential Safari Centre I-REIT in year 10

Monthly revenues generated from Energy and Services provided to Safari Centres tenants provide
SERVICES
additional annuity streams for potential Safari Centre I-REIT in year 10

Sale of rental investment to an institutional investor - with Hotel Operator as tenant - to provide additional
HOTEL
annuity streams for potential Safari Centre I-REIT in year 10 – OR Disposal of shell, on completion, to a
(where applicable)
specialist hotel investor who will enter into a management contract with an operator.
1DS REF Safari Centres - Investor Exit
Several future exit options have been explored – the following exit option is preferred by 1DS and initial investors.

Details of this exit option can be discussed with potential co-investors to allow for modification

Preferred Exit – Creation of I-REIT

Project assets to be sold into an I-REIT in year 10 of operations (+ 7 years post opening of phase 1 & Phase 2) – thus investors benefit from 7
years dividends AS WELL As the REIT liquidity event.
▪ Land and Project annuity revenues streams derived from development assets - to be sold 7 years post opening
▪ REIT includes land capital appreciation & annuity revenue streams (Retail, Commercial, Retail, Residential, Energy, Services)
▪ REIT excludes the Phase 1 & 2 debt which is assumed to be fully amortised by/before year 10
▪ The development will structured as a Mauritian-based REIT to optimise tax efficiency for investors.
▪ Sale via a mix of private placement (local/international property funds, pension funds etc..) and public listing (local/int’l exchanges)
▪ The REIT will be sold on the basis of the Land Value + 8.5% revenue capitalisation of Safari Centre annuity revenue streams
▪ Pre-emptive rights to Phase 1 & 2 investors to retain preferential private placement right at the time of REIT offering.

….ALSO the 7 year pre-REIT window above could allow for the development of some or all of the proposed Phase 3 Safari Centre sites via a
mix of self-funding and/or further investment – THUS markedly increasing the value of Safari Centre assets at the time of the REIT in year 10.
 1DS SF
Sustainability Fund: Focus on renewable energy,
green solutions and environmental services