VALUATION REPORT

WHITE NILE SUGAR COMPANY LIMITED ABDALLAH ALTAYAB STREET KHARTOUM SUDAN

REPORT PREPARED FOR M/s. White Nile Sugar Company Limited 22 September 2013
Palace Towers Dubai Silicon Oasis P.O. Box 341234, Dubai United Arab Emirates Tel.: +971 4 326 2233 Fax: +971 4 326 2223 Olaya Pearl Building Olaya Road P.O. Box 7251, RIyadh Kingdom of Saudi Arabia Tel.: +966 1 2935127 Fax: +966 1 2933683

Property,Plant & Machinery Valuation

Table of Contents
VALUATION REPORT .......................................................................................................................................................... 5 Brief Company Introduction .................................................................................................................................................... 5 Instructions ............................................................................................................................................................................... 5 Purpose of Valuation ................................................................................................................................................................ 5 Basis of Valuation .................................................................................................................................................................... 5 Fair Value ............................................................................................................................................................................. 5 Market Value ........................................................................................................................................................................ 6 Assets Location ........................................................................................................................................................................ 6 Survey / Inspection Date .......................................................................................................................................................... 6 Valuation Date.......................................................................................................................................................................... 6 Compliance .............................................................................................................................................................................. 6 Restriction on Use, Distribution or Publication........................................................................................................................ 7 Sources of Information ............................................................................................................................................................. 7 Valuation Assumptions / Terms of Engagement ...................................................................................................................... 8 Description of Assets ............................................................................................................................................................... 8 Exclusions ................................................................................................................................................................................ 8 Extent of Investigation ............................................................................................................................................................. 8 Source of valuation Data .......................................................................................................................................................... 9 Valuation Approach ................................................................................................................................................................. 9 Direct Comparison Approach ............................................................................................................................................. 10 Cost Approach .................................................................................................................................................................... 10 Valuation Opinion .................................................................................................................................................................. 11 General Assumptions / Limiting Conditions .......................................................................................................................... 11 Disclaimer .............................................................................................................................................................................. 12 Conclusion.............................................................................................................................................................................. 12 DEFINITIONS & EXPLANATIONS .................................................................................................................................... 13 Market Value ...................................................................................................................................................................... 13 Cost Approach .................................................................................................................................................................... 14 Direct Comparison Approach ............................................................................................................................................. 15 Depreciated Replacement Cost........................................................................................................................................... 15 Total Useful Life ................................................................................................................................................................ 15 Remaining Useful Life ....................................................................................................................................................... 15 The Residual Value ............................................................................................................................................................ 15 Income Approach ............................................................................................................................................................... 15 ASSETS LIST AND VALUES .............................................................................................................................................. 16

Page 2 of 16

Property,Plant & Machinery Valuation

VALUATION OF PROPERTY, PLANT & MACHINERY ASSETS White Nile Sugar Company Limited Abdallah Altayab Street P.O.Box 11218 Khartoum SUDAN

In accordance with instructions dated 1/07/2013 received from Mr. Hassan A. Satti on 3 July 2013, we have undertaken a valuation of the subject assets comprising of property, plant and machinery owned by M/s White Nile Sugar Company Limited for financial reporting purposes. In our considered opinion the fair value estimates for the subject assets works out to be as follows:

VALUATION SUMMARY AS AT 30 JUNE 2013 Sr. No. 1 2 3 4 5 6 7 8 9 Asset Category Boiler Plant Power Generation Milling Plant Process Plant Balance of Plant Agricultural Equipment Motor Vehicles Land, Buildings and Civils Irrigation Infrastructure Total FAIR VALUE in SDG 463,140,000 586,753,000 492,617,000 1,304,352,000 279,495,000 115,460,000 86,943,000 864,035,000 1,260,969,000 5,453,764,000

Page 3 of 16

Property,Plant & Machinery Valuation

Our findings are based on approximate market values which have been derived and evaluated to the best of our professional knowledge and belief taking into account prevailing market conditions, information furnished by owner or their representatives, current conditions of the assets, and our sources of market information. We further advise that this valuation report has been prepared in accordance with international valuation standards published by the International Valuation Standards Council (IVSC), which are based on the generally accepted valuation concepts and principles contained in the IVS Framework, and adopted by the Royal Institution of Chartered Surveyors (RICS). This valuation summary statement is to be used in conjunction with the main valuation report of which it forms part, and is subject to the purpose and basis of valuation, assumptions, and limiting conditions stated affecting the analyses, opinions and conclusions contained in this Report and which the summary should not therefore be read in isolation.

Issued without prejudice and liabilities, this 22th day of September, 2013.

For, Valustrat Consulting FZCO

D R A F T Louis Mapanzure BEng (Hons), MBA, ACIS.MRICS Chartered Machinery Valuation Surveyor Senior Consultant

Page 4 of 16

Property,Plant & Machinery Valuation

VALUATION REPORT Brief Company Introduction The White Nile Sugar Company (WNSC) is a major investment in the Republic of the Sudan that aims to transform otherwise an underdeveloped area in the middle of the country in to an industrial complex. WNSC aims to cultivate an area of 125,000 acres to produce 4.5 million tonnes of sugar cane to enable the company to produce in excess of 450,000 tonnes of sugar, 100,000 tonnes of animal feeds, 45 million litres of ethanol and 104 megawatt of electrical power. Instructions We have been instructed by Mr. Hassan A. Satti on 3 July 2013, to undertake valuation of property, plant and machinery assets in order to assess the Fair Values of the same as at the date of the valuation, and to prepare a comprehensive valuation report.

Purpose of Valuation The valuation assessment is required for Financial Reporting purposes in order for the company to comply with International Accounting Standards (IAS16), Property, Plant and Equipment.

Basis of Valuation The subject assets were valued on Fair Value / Market Value basis. Fair Value
Fair Value is the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date The essential principle in this basis of measurement is that Fair Value is regarded as an exit price resulting from the perspective of market participants who hold the asset or owe the liability at the date of measurement. Fair value under IFRSs is generally consistent with the concept of market value as defined in the International Valuation Standards and for most practical purposes, therefore, market value under International Valuation Standards will meet the fair value measurement requirement under IFRS 13.

Page 5 of 16

Property,Plant & Machinery Valuation

Market Value The valuation of the subject assets, and for the subject purpose in compliance with the below mentioned international valuation standards, has been undertaken on the Market Value basis which is defined as:The estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arms length transaction after proper marketing wherein the parties have each acted knowledgeably, prudently and without compulsion.

Assets Location The assets are located at near Abu Hebera Village, White Nile State about 168km south of the capital Khartoum, Sudan. Survey / Inspection Date Louis Mapanzure and Suhaim Abbas from our firm visited and inspected the subject assets from 9th of July 2013 to 12th of July 2013 to obtain particulars of the assets such as their exact location, details of the assets, condition and other relevant information. Valuation Date The valuation is as at 30 June 2013 Compliance The valuations have been conducted in accordance with the RICS Valuation Professional Standards, incorporating the International Valuation Standards, Global edition (March 2012) and International Valuations Standards (9th Edition, 2011) of the International Valuation Standards Council (IVSC). It should be further noted that this valuation in particular is undertaken in compliance with IVSCs Valuation Application IVS 300 (Valuations for Financial Reporting). We further confirm the following: 1. That the terms for which the valuation was undertaken, terms of engagement were confirmed in writing to the client; 2. That the valuation has been prepared by, or under the supervision of an appropriately qualified valuer who accepts the responsibility for it;

Page 6 of 16

Property,Plant & Machinery Valuation

3. We are appointed as qualified Independent Valuers by the client, with relevant and sufficient current local, national and international knowledge, skills and experience necessary to undertake the valuations of the reported assets competently; 4. The proportion of total fees payable by the client for this assignment relative to the total fees income earned by the our firm during the preceding year is minimal; 5. The statements of fact presented in the report are correct to the best of our knowledge; 6. The analyses and conclusions are limited only by the reported assumptions and conditions; 7. We have no pecuniary interests in the subject assets that could conflict with proper valuation of the assets 8. No one except those specified in the report has provided professio nal assistance in preparing the report; 9. The valuer has made a personal inspection of the subject assets

Restriction on Use, Distribution or Publication Any intending third party wishing to rely upon the contents of this valuation and its recommendations must, in written form, seek our approval in response to which we will consider the authorisation of this report for their use. No responsibility is accepted for any third party that may use or rely upon the whole or any part of the contents of this report without prior authorisation. It should be noted that any subsequent amendments or changes in any form thereto will only be notified to and known by the parties to whom it is authorised. Sources of Information For the purpose of this report it is assumed that the written and verbal information provided to us by the client is up to date, complete and correct, and on which we have relied. The information included but not limited to; Detailed machinery / assets list mentioning each assets description, make, model, country of manufacture, year of manufacture, year of installation, original purchase price. Invoices from the suppliers of the same or similar equipment Machinery manuals, catalogues, brochures with technical specifications, size, capacity etc. for major items Flow diagrams showing the sugar production process Engineering Procurement and Construction documents / contracts

Page 7 of 16

Property,Plant & Machinery Valuation

Valuation Assumptions / Terms of Engagement

1. The asset schedules and inventory including relevant particulars of the same assets have been provided by the client. Should any of this information vary from that provided, then the valuation should be referred back to us for further consideration; 2. For the purpose of this valuation we have assumed that the plant and equipment assets are valued as individual items in-situ/ installed for their current use. 3. We have assumed the subjects plant and machinery assets are in working order and fit for the purpose for which they are being used and complies with all statutory and local bylaws and regulations.

Description of Assets The subject assets considered in this report include Bagasse Fired Boilers, Power Generation Equipment, Cane Handling & Milling Plant, Sugar Processing Plant, Irrigation Infrastructure, Mobile Equipment, Land and Buildings. Please refer to the detailed list of assets specifications in Annexure for further information. Exclusions The following assets were excluded from this valuation. Furniture, Fixtures and Fittings Workshop Equipment ICT Equipment Office Equipment Accommodation Furniture and Equipment Laboratory Equipment Miscellaneous Small Equipment throughout Extent of Investigation This valuation is based on information provided by the client of the subject assets and from our inspections of the same. The subject assets have been physically inspected by us, and hence this report is based on information provided and various assets observed. All the assets have been physically inspected with regard to their existence, level of maintenance and future life.

Page 8 of 16

Property,Plant & Machinery Valuation

Source of valuation Data To arrive at our valuation figures we have utilized various sources of information including: Physical inspection of the assets by our surveyors within the premises noting machinery characteristics, maintenance condition and performance levels Local, regional and international dealer and auctioneers of second hand / used equipment Local, regional and international manufacturers and suppliers of similar new equipment Local, regional and international dealers/sellers of similar new equipment Internet sources Google Search, Online sales, online auctions etc. Machinery Handbooks and Cost Indices Our in-house data base of machinery values Purchase invoices from client were verified A general market survey for determination of the present market value of the machinery was conducted. Standard calculations were applied based on engineering estimates and application of standard valuation formulae with reasonable depreciation assumed based on the usage, maintenance, wear & tear of the equipment and useful remaining life of the equipment.

Valuation Approach The choice of the appropriate valuation approach (or approaches) to be used in a given valuation project is based on our judgment based on the facts in hand and the information available, having regard to the purpose of the valuation, basis of value and any other assumptions applicable to the valuation. In general we follow the the standards of Royal Institute of Chartered Surveyors (RICS Valuation- Professional Standards (8th Edition) and International Valuations Standards (9th Edition) of the International Valuation Standards Council (IVSC). The Fair Value of any asset can be been determined by adopting the following approaches methodologies, where appropriate: Market Approach - Direct Sales Comparison Cost Approach Depreciated Replacement Cost approach Income Approach

Where market evidence is available the direct market comparison and the capitalization of net income approaches may be utilized to determine Fair/Market Value. The Depreciated Replacement Cost methodology is used when there is either very limited or no evidence of sales transactions of similar assets and where the

Page 9 of 16

Property,Plant & Machinery Valuation

assets are specialized in nature that they are rarely sold as individual items but usually sold as part of a going concern business.

We have adopted both the Market (Direct Sales Comparison) approach and the Cost Approach for this valuation. Predominantly, the Cost approach has been adopted due to specialised nature of the sugar processing machinery and the also considering that the property, plant and equipment are fairly new.

Direct Comparison Approach The sales comparison approach provides an indication of value by comparing the subject asset with identical or similar assets for which the price information is available. We have researched industry relevant market places for market evidence of recent sales and offerings, sourced market opinions from industry experts as well as utilized our own database resources and industry experience. Cost Approach An approach that provides an indication of value using the economic principle that a buyer will pay no more for an asset than the cost to obtain an asset of equal utility, whether by purchase or construction. The cost approach is commonly adopted for plant and equipment particularly in the case of individual assets that are specialized. This is done by calculating the depreciated replacement cost of the asset. The cost to a market participant of replacing the subject asset is estimated. The replacement cost is the cost of obtaining an alternative asset of equivalent utility; this can either be a modern equivalent providing the same functionality or the cost of reproducing an exact replica of the subject asset. The latter is only appropriate where the cost of a replica would be less than the cost of a modern equivalent or where the utility offered by the subject asset could only be provided by a replica rather than a modern equivalent. Having established the replacement cost, deductions are then made to reflect the physical, functional and economic obsolescence of the subject asset when compared to the alternative asset that could be acquired at the replacement cost.

Page 10 of 16

Property,Plant & Machinery Valuation

Valuation Opinion Subject to the foregoing and based on the valuation assumptions / limiting conditions contained in this report, we are of the opinion that the Fair Value estimate of the subject property, plant and machinery assets, as at the date of valuation, as stated in the attached valuation summary is: SDG 5,453,764,000/(Sudanese Pounds Five Billion Four Hundred and Fifty Three Million Seven Hundred and Sixty Four Thousand ONLY) PLEASE REFER TO THE ANNEXURE FOR DETAILS OF ASSETS AND BREAK-UP OF VALUES General Assumptions / Limiting Conditions a) We assume no responsibility for matters legal in character, nor do we render any opinion as to the title of the assets, which we assume to be good and free of any undisclosed onerous burdens, outgoings, restrictions or other encumbrances. We have not undertaken any official search and for the purpose of this valuation, we assume that any such a search or enquiry would not reveal any detrimental factors. The true interpretation of the clients legal ownership with regard to the subject assets is a matter for your legal advisors with whom the legal ownership of the subject assets must be checked. This subject is a valuation report and not a structural/building or building services survey or test certification survey or examination of the operational integrity of the subject machinery assets. Hence structural surveys, detailed investigations of the services and test conditioning surveys of the various machinery is outside the scope of the subject assignment. We have not carried out any structural survey, nor have we tested any services / machinery, checked fittings or any parts of the structures / machinery which are covered, exposed or inaccessible , and , therefore, such parts are assumed to be in good repair and condition and the services / machinery are all assumed to be in full working order. That, unless we have been informed otherwise, the assets comply with all relevant statutory requirements (including, but not limited to, those of Fire Regulations, Bye-Laws, Health and Safety at work).

b)

c)

d) We have not arranged for any investigation to be carried out to determine whether or not any deleterious or hazardous material have been used in the construction of the property, or have since been incorporated, and we are therefore unable to report that the property is free from risk in this respect. For the purpose of this valuation we have assumed that such investigations would not disclose the presence of any such material to any significant extent. e) The assessed market value estimates of the plant and machinery assets reflect the full contract values and no account is taken of any liability to taxation on sale or of the costs involved in effecting the sale.

Page 11 of 16

Property,Plant & Machinery Valuation

Disclaimer In undertaking and executing this assignment, significant care and precaution has been exercised. This report is based on the various information supplied by the management of the Company with regards to the subject plant and machinery assets. Wherever information was not available or not provided, reasonable assumptions were taken. This valuation has been prepared on the basis that full disclosure of all information and facts which may affect the valuation has been made to us. We do not accept any liability or responsibility whatsoever for the valuation if full disclosure has not been made. Furthermore, we do not accept responsibility for any consequential error or defect in the valuation which has resulted from any error, omission or inaccuracy in data or information supplied by the client or its officers and agents. It is beyond the scope of our services to ensure the consistency in values due to changing scenarios. Hence it should be noted that the valuation given is as at the date of valuation, and we recommend frequent valuations to monitor the values of the subject property and machinery. The valuation conclusion is for the assets listed in the attached schedule ONLY. We recommend the client checks the report to see if all the property, plant and equipment assets have been included. Conclusion This report is compiled based on the information received to the best of our belief, knowledge and understanding. The information revealed in this report is strictly confidential and issued for the consideration of the client only. The valuer's approval is required in writing to reproduce this report either electronically or otherwise and for further onward distribution, hence no part of this report may be copied without prior consent. We trust that this report and valuation fulfills the requirement of your instruction. The contents, formats, methodology and criterias outlined in this report are pending copyright.

Issued without prejudice and liabilities. For, ValuStrat Consulting FZCO D R A F T Louis Mapanzure BEng (Hons), MBA, ACIS.MRICS Chartered Machinery Valuation Surveyor Senior Consultant

Page 12 of 16

Property,Plant & Machinery Valuation

DEFINITIONS & EXPLANATIONS Market Value The estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arms length transaction after proper marketing wherein the parties have each acted knowledgeably, prudently and without compulsion . Market Value is a market based valuation concept, and for clarification the International Valuation Standards Council provides for each element of the definition under the following conceptual framework:The estimated amount... refers to a price expressed in terms of money payable for the asset in an arms-length market transaction. Market Value is measured as the most probable price reasonably obtainable in the market at the date of valuation in keeping with the Market Value definition. It is the best price reasonably obtainable by the seller and the most advantageous price reasonably obtainable by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as a typical financing, sale and leaseback arrangements, special considerations or concessions granted by anyone associated with the sale, or any element of Special Value. ...an asset should exchange... refers to the fact that the value of an asset is an estimated amount rather than a predetermined or actual sale price. It is the price at which the market expects a transaction that meets all other elements of the Market Value definition should be completed on the date of valuation. ...on the date of valuation... requires that the estimated Market Value is time-specific as of a given date. As markets and market conditions may change, the estimated value may be incorrect or inappropriate at another time. The valuation amount will reflect the actual market state and circumstances as of the effective valuation date, not as of either a past or future date. The definition also assumes simultaneous exchange and completion of the contract for sale without any variation in price that might otherwise be made in a Market Value transaction. ...between a willing buyer ... refers to one who is motivated, but not compelled to buy. This buyer is neither over-eager nor determined to buy at any price. This buyer is also one who purchases in accordance with the realities of the current market and with current market expectations, rather than on an imaginary or hypothetical market which cannot be demonstrated or anticipated to exist. The assumed buyer would not pay a higher price than the market requires. The present asset owner is included among those who constitute the market. ...a willing seller... is neither an over-eager nor a forced seller prepared to sell at any price, nor one prepared to hold out for a price not considered reasonable in the current market. The willing seller is motivated to sell the asset at market terms for the best price attainable in the open market after proper marketing, whatever that price may be. The factual circumstances of the actual property owner are not a part of this consideration because the willing seller is a hypothetical owner.

Page 13 of 16

Property,Plant & Machinery Valuation

...in an arms-length transaction... is one between parties who do not have a particular or special relationship (for example, parent and subsidiary companies or landlord and tenant) which may make the price level uncharacteristic of the market or inflated because of an element of special value. The Market Value transaction is presumed to be between unrelated parties each acting independently. ...after proper marketing... means that the asset would be exposed to the market in the most appropriate manner to effect its disposal at the best price reasonably obtainable in accordance with the Market Value definition. The length of exposure time may vary with market conditions, but must be sufficient to allow the asset to be brought to the attention of an adequate number of potential purchasers. The exposure period occurs prior to the valuation date. ...wherein the parties had each acted knowledgeably and prudently... presumes that both the willing buyer and the willing seller are reasonably informed about the nature and characteristics of the asset, its actual and potential uses and the state of the market as of the date of valuation. Each is further presumed to act for selfinterest with that knowledge and prudently to seek the best price for their respective positions in the transaction. Prudence is assessed by referring to the state of the market at the date of valuation, not with benefit of hindsight at some later date. It is not necessarily imprudent for a seller to sell the asset in a market with falling prices at a price which is lower than previous market levels. In such cases, as is true for other purchase and sale situations in markets with changing prices, the prudent buyer or seller will act in accordance with the best market information available at the time. ...and without compulsion establishes that each party is motivated to undertake the transaction, but neither is forced or unduly coerced to complete it. Cost Approach An approach that provides an indication of value using the economic principle that a buyer will pay no more for an asset than the cost to obtain an asset of equal utility, whether by purchase or construction. The cost approach is commonly adopted for plant and equipment particularly in the case of individual assets that are specialized. This is done by calculating the depreciated replacement cost of the asset. The cost to a market participant of replacing the subject asset is estimated. The replacement cost is the cost of obtaining an alternative asset of equivalent utility; this can either be a modern equivalent providing the same functionality or the cost of reproducing an exact replica of the subject asset. The latter is only appropriate where the cost of a replica would be less than the cost of a modern equivalent or where the utility offered by the subject asset could only be provided by a replica rather than a modern equivalent. Having established the replacement cost, deductions are then made to reflect the physical, functional and economic obsolescence of the subject asset when compared to the alternative asset that could be acquired at the replacement cost.

Page 14 of 16

Property,Plant & Machinery Valuation

Direct Comparison Approach The sales comparison approach provides an indication of value by comparing the subject asset with identical or similar assets for which the price information is available. Depreciated Replacement Cost The current cost of replacing an asset with its modern equivalent asset, less deductions for physical deterioration and all relevant forms of obsolescence and optimization Depreciated Replacement Cost is used where there is no active market for the asset being valued that is, where there is no useful or relevant evidence of recent sales transactions due to the specialized nature of the asset. For specialized machinery, arriving at the Market Value is generally based on the following factors: Replacement Cost Total Useful Life / Economic Life Remaining Useful Life Residual Value

Total Useful Life The period over which an asset is expected to be available for use by an entity. This comprises an estimate of the functional or economic life of the asset from the time of its creation Remaining Useful Life The time remaining until an asset ceases to provide the required level of service or reaches the end of its economic usefulness. The Residual Value The estimated amount an entity would currently obtain from disposal of the asset after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life. Income Approach Income approach provides an indication of value by converting future cash flows to a single current capital value. This approach considers the income that an asset will generate over its useful life and indicates value through a capitalization process. Capitalization involves the conversion of income into a capital sum through the application of an appropriate discount rate.

Page 15 of 16

Property,Plant & Machinery Valuation

ASSETS LIST AND VALUES

Please refer to attached Annexure for Asset Schedules and Values.

Page 16 of 16