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Non-Disclosure Agreement
(the “Agreement”)

entered into by and between

Financial Sector Deepening Africa (“FSD Africa”),

a company limited by guarantee according to the Company laws of Kenya, with its principal business
address at
Palm Suite, Riverside Green Suites, Riverside Drive, Nairobi
herein represented by Mr Matthew Rudd, he being duly authorised.

And

ATLANTIQUE FINANCE
a subsidiary of the Banque Centrale Populaire (BCP) Group of Morocco, is a limited company with a
capital of 1 billion FCFA, authorized by the UEMOA Financial Market Authority, as a Management and
Intermediation Company, under approval number SGI-017/2001. Atlantique Finance carries out all s
hare issuance, bond and IPO operations. SGI Atlantique Finance thus ensures geographical coverage
of the WAMU area from its headquarters in Abidjan and its representative office in Benin.It’s
principal address is at 15 Avenue Joseph Anoma, Atlantique Assurance Building, 10th floor;
Mail address 01 BP 2864 Abidjan 01
herein represented by Mr Habib Koné, he being duly authorised;

Together known as “the Parties” or singularly as “a Party”.

Whereas

The Parties wish to explore partnership between FSD Africa and Atlantique Finance on projects/prog
rammes related to technical assistance for pre-issuance and post-issuance activities resulting into
successful sustainable bond issuance(s) by various corporate or sovereign issuers in the WAEMU
Region (‘’the Opportunity’’), and in connection with the Opportunity, each Party has disclosed and
will disclose to the other certain confidential information relating and/or belonging to and/or under
the control of their respective businesses. The Parties wish to protect and treat the Confidential Inf
ormation so disclosed as confidential, and to enable discussions to take place between them freely c
oncerning the disclosed information, subject to an undertaking by the Parties not to use or further d
isclose any such Confidential Information unless specifically authorised under this Agreement, or in
writing, to do so by the Party disclosing such information.

The Parties agree as follows:

SUPPLY AND USE OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, "Confidential Information" means any technical, business, financial
and other information/data generally considered by that party to be confidential, disclosed by one
party to the other, either before the entering into this Agreement or after, in the context of pre-co
ntractual relations that:
(i) is clearly identified as confidential and/or proprietary at the time of disclosure; or
(ii) is by its nature recognizable potentially confidential or is disclosed in a manner that it
may be reasonably inferred to be confidential and/or proprietary to the disclosing Party
at the time of disclosure.

Confidential Information shall not include information that:

(i) has become generally known or available to the public through no act or omission on the
part of the receiving Party;
(ii) was known by the receiving Party without restriction as to use or disclosure prior to rece
iving such information from the disclosing Party;
(iii) is rightfully acquired by the receiving Party from a third party who has the right to discl
ose it and who provides it without restriction as to use or disclosure;
(iv) is independently developed by the receiving Party without use of the Confidential Infor
mation of the disclosing Party; or
(v) otherwise relates to the proprietary rights of the receiving Party, or any company owne
d or controlled by it, at the time of disclosure. In the event of an inadvertent disclosure
of information, such information shall be immediately returned to the disclosing Party.

Each Party undertakes that it requires and will use the Confidential Information so provided only for
the Opportunity and the terms thereof and for no other purpose.

Either Party does not wish to receive any Confidential Information from the other, or any third
party, which is not related and/or unnecessary for the Opportunity and the recipient of such
information assumes no obligation, either expressed or implied, with respect to any such informatio
n disclosed by the other Party. If any such information is disclosed by one Party to the other, such i
nformation is not subject to the terms and conditions of this Agreement.

Each Party acknowledges that in obtaining any Confidential Information from the other it does not t
hereby acquire any right, title or interest in or to the same and undertakes to comply with the term
s of this Agreement with respect to it.

Each Party undertakes to keep all Confidential Information belonging to the other secret and confid
ential and not to disclose or permit the disclosure of Confidential Information (without the prior wri
tten consent of an authorised person of the relevant Party) except to such of its directors or employ
ees as are necessary to make use of the information for the purpose of considering the Confidential
Information and the terms thereof in relation to the Opportunity], and who are made aware of the r
estrictions attaching to that Confidential Information under the terms of this Agreement, it being ac
knowledged that the supply of all Confidential Information to such directors and employees of the r
elevant Party who are required in the course of their duties to receive and acquire the same for the
purposes of considering the Confidential Information in relation to the Opportunity is hereby authori
sed.

Each Party undertakes to keep Confidential Information in a secure environment.

Each Party agrees not to copy or reverse engineer any Confidential Information.
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Each Party undertakes to keep electronic data in a safe place and to not use, reproduce, transform,
download or store any of the Confidential Information in an unsecure computer, electronic informat
ion retrieval system, data storage device, portable device or any other device capable of storing dig
itised data.

Each Party undertakes to the other not without the prior written consent of an authorised person of
the other Party to discuss or disclose Confidential Information with any other person (including with
out limitation any employee of the other Party) except as expressly permitted by this Agreement.

Each Party undertakes not to circumvent its obligations to the other Party under this Agreement by
combining a portion of any Confidential Information received with information derived from another
source or sources so as to attempt to justify use of Confidential Information for its own purpose or
that of any other person or entity.

The Parties agree that they shall not reproduce in whole or in part, any document delivered by one
to the other and containing Confidential Information except as permitted by the other Party.

The Parties further agree that the Confidential Information shall not be used by the other Party
without the prior written consent of the other Party, including in the event of and following the
expiry of this Agreement.

RETURN OF CONFIDENTIAL INFORMATION

Each Party will procure that upon written request by the other Party all Confidential Information (to
gether with copies thereof) obtained from that Party is either promptly returned to it or destroyed
or otherwise disposed of and that all material created by the Party so requested or in its possession
or control to the extent it reproduces in any way any Confidential Information will be destroyed (inc
luding, for the avoidance of doubt, erasing all Confidential Information from any computer, word pr
ocessor or other device containing such confidential information) within five (5) working days after
the other Party request for its return.

LIMITATIONS
Whilst the Confidential Information is given in good faith neither Party shall:
(a) owe a duty of care or be liable to the other in respect of the accuracy, reasonableness or co
mpleteness of any Confidential Information and no representation or warranty is made or m
ay be implied in respect of it; or
(b) be liable for any loss or damage suffered by the use of or reliance upon Confidential Informa
tion by the other.

DURATION
The obligations set forth in this Agreement shall continue in full force and effect whether or not any
other agreement is entered into between the Parties. This Agreement shall come into force on the
date first written above and shall remain in force for twelve (12) months. The confidentiality
obligations under this Agreement shall apply during the term of this Agreement and survive any
expiration or termination hereof.

NO PARTNERSHIP
This Agreement shall not constitute, create, give effect to, or otherwise impose or imply, a joint ve
nture, pooling arrangement, partnership of formal business organisation of any kind, or any other co
ntract, agreement or arrangement whatsoever.
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NOTICES AND DOMICILIUM CITANDI ET EXECUTANDI
For all purposes in connection with this Agreement, the Parties choose as their domicilium citandi
et executandi the respective above-mentioned addresses or such other address as each Party may
notify to the other in writing (including e-mail address).

APPLICABLE LAW
This Agreement shall be governed by the laws of Kenya/England and Wales.

CESSION AND ASSIGNMENT

No party shall be entitled to cede any right or delegate any obligations under this Agreement withou
t first having obtained written approval of the other Party.

REMEDY FOR BREACH

Each Party acknowledges and agrees that damages might not be an adequate remedy for any breach
of the provisions of this Agreement and that, without prejudice to all other remedies to which a disc
losing party may be entitled as a matter of law, a disclosing party shall be entitled to the remedies
of injunction, specific performance and other equitable relief for any threatened or actual breach o
f the provision of this Agreement.

ARBITRATION
Any dispute not settled amicably shall be finally resolved by arbitration under UNCITRAL/London
Court of International Arbitration rules by an Arbitration Tribunal consisting of three Arbitrators of
whom one shall be appointed by each party separately and the third shall be appointed by agreeme
nt jointly by the first two arbitrators. The arbitral award shall be final and binding on both Parties.
The seat of the arbitration will be Nairobi, Kenya/London, United Kingdom, and the arbitration shal
l be conducted in the English language.

SOLE RECORD OF AGREEMENT

This Agreement constitutes the sole record of the Agreement between the Parties with regard to th
e subject matter hereof. No party shall be bound by any express or implied term, representation, w
arranty, promise or the like not recorded herein.

NO AMENDMENTS EXCEPT IN WRITING

No addition to, variation of, or agreed cancellation of, this Agreement shall be of any force or effec
t unless in writing and signed by the Parties.

WAIVERS
No relaxation or indulgence which any Party may grant to any other shall constitute a waiver of the
rights of that Party and shall not preclude that Party from exercising any rights which may have aris
en in the past or which might arise in future.

SURVIVAL OF OBLIGATIONS
Any provision of this Agreement which contemplates performance or observance subsequent to any t
ermination or expiration of this Agreement shall survive any termination or expiration of this Agree
ment and continue in full force and effect.

APPROVALS AND CONSENTS

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An approval or consent given by a party under this Agreement shall only be valid if in writing and sh
all not relieve the other party from responsibility for complying with the requirements of this Agree
ment nor shall it be construed as a waiver of any rights under this Agreement except as and to the e
xtent otherwise expressly provided in such approval or consent, or elsewhere in this Agreement.

DATED at _____________ this _______ day of __________________ 2023

…………………….……………………………………………
for and on behalf of
Financial Sector Deepening Africa (FSD AFRICA)

As Witness:

…………………….……………………………………………

DATED at _____________ this _______ day of __________________ 2023

Habib KONE
for and on behalf of
Atlantique Finance

As Witness:

…………………….……………………………………………