THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended.

If you sell or have sold or otherwise transferred all of your shares in Anglo African Agriculture plc you should deliver this document together with the enclosed Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. Such documents should not, however, be forwarded in or into the United States or into any other jurisdiction if to do so would constitute a violation of the relevant laws and regulations in such other jurisdictions.

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Anglo African Agriculture plc

(Incorporated and registered in England and Wales under the Companies Act 2006 with Registered Number 7913053)

VSA Capital Limited

Financial Adviser & Broker

Proposed granting of authorities to issue new ordinary shares in connection with the acquisition of the Comarco Group and associated fundraising

Proposed 1 for 20 Share Consolidation

Proposed disposal of Dynamic Intertrade Agri (Pty) Limited and associated off-market buyback of shares

Notice of General Meeting

Notice of the General Meeting of the Company to be held at New Liverpool House, 15-17 Eldon Street, London, EC2M 7LD at 9.00 a.m. on 25 October 2019 is set out on pages 29 to 31 of this document. A Form of Proxy is also enclosed for use at the General Meeting. Forms of proxy should be completed and returned to the Company's Registrars, Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD as soon as possible and in any event so as to be received not later than 48 hours before the time fixed for the General Meeting.

IMPORTANT NOTICE

Cautionary note regarding forward-looking statements

This document includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company or Comarco Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company or Comarco Group's markets.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.

Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company or the Comarco Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the Prospectus Regulation Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this document.

Presentation of financial information

Certain data in this document, including financial, statistical and operational information has been rounded. As a result of the rounding, the totals of data presented in this document may vary slightly from the actual arithmetical totals of such data. Percentages in tables have been rounded and, accordingly, may not add up to 100 per cent. In this document, references to "pounds sterling", "€", "pence" and "p" are to the lawful currency of the United Kingdom, references to "US dollar", "dollar", US$ or "$" are to the lawful currency of the United States and references to "Euros" and "€" are to a lawful currency of the European Union.

Presentation of market, economic and industry data

Where information contained in this document originates from a third party source, such third party information has been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by the relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

No incorporation of website information

The contents of neither the Company or the Comarco Group websites nor any hyperlinks accessible from either the Company or the Comarco Group websites form part of this document and Shareholders should not rely on them.

Defined terms and references

Certain terms used in this document are defined and certain technical and other terms used in this document are explained in the sections of this document under the headings "Glossary of Technical Terms" and "Definitions" respectively.

All times referred to in this document and the Form of Proxy are, unless otherwise stated, references to London time.

Page

GLOSSARY OF TECHNICAL TERMS ... 4
DEFINITIONS ... 5
PART 1 LETTER FROM THE CHAIRMAN OF ANGLO AFRICAN AGRICULTURE PLC ... 8
PART 2 INFORMATION ON COMARCO GROUP ... 15
PART 3 DIRECTORS ... 27
NOTICE OF GENERAL MEETING ... 29

GLOSSARY OF TECHNICAL TERMS

"BHP" Brake Horsepower
"DWT" Deadweight Tonne
"EPC" Engineering, Procurement and Construction
"EPZ" Export Processing Zone
"FID" Final Investment Decision
"FIDIC" The International Federation of Consulting Engineers
"IACS" International Association of Classification Societies
"IOC" International Oil Companies
"LCT" Landing Craft Tank
"LOA" Length Overall
"MT" Metric Tonne

DEFINITIONS

"AAA" or "Company"
Anglo African Agriculture plc, a company incorporated in England and Wales with registered number 07913053;

"Act"
the Companies Act 2006 (as amended) of England and Wales;

"date of this Document"
30 September 2019

"Board"
the board of directors of the Company at the date of this Document as set out in Part 3 'Directors' of this Document;

"Comarco Group"
the privately owned port and marine logistics group Comarco Group based in Mombasa, Kenya that consists of Kenya Marine Contractors (EPZ) Limited, Touchwood Investments Limited, Consolidated Marine Contractors Limited, Comarco Properties (EPZ) Ltd, and Comarco Supply Base (EPZ) Ltd;

"Concert Party"
Comarco Group shareholders Simon Phillips and Jorgen Nielson, as well as Simon Phillips and Charlie Pettifer as set out in Part 1 "Letter from the Chairman of Anglo African Agriculture PLC" of this Document;

"Consideration Shares"
the 237,225,413 New Ordinary Shares to be issued by the Enlarged Group that comprise the consideration to the Sellers of Comarco Group at a price of 2p per New Ordinary Share in accordance with the Share Purchase Agreements;

"Consolidation"
the consolidation of every 20 Existing Ordinary Shares of 0.1p each into one New Ordinary Share of 2p each;

"Corestar"
Corestar Holdings Ltd, a company registered in the British Virgin Islands under company number 1496384;

"Directors"
the directors of the Company as detailed in Part 3 in this Document;

"DIA"
Dynamic Intertrade Agri (PTY) Ltd a company incorporated in the Republic of South Africa with company number 2005/028946/07;

"Dynamic"
Dynamic Intertrade (Pty) Ltd, a company incorporated in the Republic of South Africa with company number 2008/004693/07 and which is the Company's wholly owned subsidiary;

"Document"
this document;

"Enlarged Group"
the Group as enlarged by the acquisition of the Comarco Group companies;

"Enlarged Group Directors"
the directors of the Enlarged Group upon completion of the Proposed Acquisition and Re-Admission, as detailed in Part 3 of this Document;

"Enlarged New Ordinary Share Capital"
the issued share capital of the Company following the completion of the Share Consolidation, completion of the Proposed Acquisition and the issue of the Consideration Shares and completion of the Fundraising;

"Existing Ordinary Shares"
the existing 387,983,954 ordinary shares of 0.1 pence each in the capital of the Company in issue at the date of this Document;

"FCA"
the Financial Conduct Authority of the United Kingdom (or any such body appointed in replacement thereof);

"Form of Proxy"
the form of proxy to be used by Shareholders in respect of the General Meeting;

"Fractional Entitlements"
all fractional entitlements of New Ordinary Shares arising from the Consolidation;

"FSMA"
the Financial Services and Markets Act 2000 (as amended from time to time);

"Fundraising"
the proposed placing of New Ordinary Shares intended to be co-terminus with and conditional upon completion of the Acquisition and Re-Admission;

"General Meeting"
the general meeting of the Company to be held at New Liverpool House, 15-17 Eldon Street, London, EC2M 7LD at 9:00 a.m. on 25 October 2019;

"Group"
the Company and its subsidiaries at the date of this Document;

"Independent Shareholders"
Shareholders other than members of the Concert Party;

"London Stock Exchange"
London Stock Exchange plc;

"Main Market"
the Main Market of the London Stock Exchange;

"Notice of General Meeting"
the notice set out at the end of this Document;

"New Ordinary Shares"
the ordinary shares of 2 pence nominal value each in the Company;

"Official List"
the Official List of the United Kingdom Listing Authority;

"Panel"
the UK Panel on Takeovers and Mergers;

"Port"
land in Mombasa of approximately 16 hectares and port facilities;

"Pounds Sterling", "British Pounds Sterling", "£", "pence" or "p"
the lawful currency of the United Kingdom;

"Proposed Acquisition"
the acquisition of the entire issued share capital of each of the companies comprising the Comarco Group from the Sellers as described in paragraph 6 of Part 1 of this Document;

"Proposed Board"
the proposed board of directors of the Company with effect from Re-Admission;

"Proposed Directors"
the directors to be appointed to the Enlarged Group, as detailed in Part 3 of this Document;

"Prospectus"
the final prospectus approved by the FCA as a prospectus prepared in accordance with the Prospectus Regulation Rules made under section 73A of the FSMA

"Re-Admission"
Re-Admission of the Enlarged New Ordinary Share capital to the standard listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities;

"Record Date"
means 6.00 p.m. on 25 October 2019 (or such other time and date as the Directors may determine);

"Resolutions"
the resolutions to be proposed at a General Meeting as set out in the Notice of General Meeting;

"Rule 9"
Rule 9 of the Takeover Code;

"Sellers"
the sellers of the shares in the companies comprising the Comarco Group as per the Share Purchase Agreements dated 9 June 2019;

"Shareholders"
holders of Existing Ordinary Shares or New Ordinary Shares;

"Share Consolidation"
the proposed consolidation of every 20 Existing Ordinary Shares of 0.1 pence each into 1 New Ordinary Share of 2 pence each;

"Share Purchase Agreements"
the share purchase agreements dated 9 June 2019 and entered into between the Sellers and the Company relating to the purchase by the Company from the Sellers of the entire

issued share capital of each of the companies comprising the Comarco Group further details which are set out in paragraph 6 of Part 1 of this Document;

"Share Registration Document"
a document approved by the FCA as a share registration document prepared in accordance with the Prospectus Regulation Rules made under section 73A of the FSMA;

"Standard Listing"
a listing on the standard listing segment of the Official List;

"Takeover Code"
the UK City Code on Takeovers and Mergers published by the Panel;

"TIL" and "Touchwood"
Touchwood Investments Limited, a company incorporated and registered in Kenya with company number C. 104884 whose registered office is at PO Box 81737, Liwatoni Bay, 80100 Mombasa, Kenya;

"UK" or "United Kingdom"
the United Kingdom of Great Britain and Northern Ireland;

"US" or "United States"
United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"US Dollar", "US$" or "USD"
United States Dollars; the lawful currency of the United States;

"Voting Rights"
all the voting rights attributable to the capital of a company which are currently exercisable at a general meeting;

"Waiver"
the waivers granted by the Panel of the obligations to make a mandatory offer for the entire issued and to be issued share capital of the Company not already held by the Concert Party under Rule 9 of the Takeover Code, as a result of the issue of the Consideration Shares to the Concert Party pursuant to the Proposed Acquisition;

"Whitewash Resolution"
An ordinary resolution of the Independent Shareholders to be taken on a poll concerning the Waiver proposed at a general meeting;

"ZRH"
ZRH Nominees (0105) Limited, a company registered in the British Virgin Islands.

In this Document, words denoting any gender include all genders and the singular includes the plural (and vice versa).

PART 1
LETTER FROM THE CHAIRMAN OF ANGLO AFRICAN AGRICULTURE PLC

Board:
David Anthony Lenigas Non-Executive Chairman
Andrew Anthony Monk Non-Executive Director
Robert Stuart Scott Executive Director
Matthew Thomas Ralph Bonner Non-Executive Director

Registered office:
New Liverpool House
15-17 Eldon Street
London
EC2M 7LD

30 September 2019

To Shareholders (and for information only, to holders of warrants, options and convertible loan notes)

Dear Shareholder

Proposed granting of authorities to issue new ordinary shares in connection with the acquisition of the Comarco Group and associated fundraising
Proposed 1 for 20 Share Consolidation
Proposed disposal of Dynamic Intertrade Agri (Pty) Limited and associated off-market buyback of shares
Notice of General Meeting

Introduction

On 10 June 2019, the Company announced that it had entered into conditional Share Purchase Agreements to acquire from the Sellers the entire issued share capital of the Comarco Group. The consideration payable for the Proposed Acquisition is US$30 million to be settled by the issue to the Sellers of New Ordinary Shares. As part of the Proposed Acquisition, the Company intends to undertake a fundraising of US$15 million by means of a placing of New Ordinary Shares at a placing price of 10p together with a proposed vendor placing of US$7 million on behalf of certain shareholders of Comarco Group. The Share Purchase Agreements are conditional on, amongst other things, the completion of the Fundraising and Re-Admission.

The Directors believe that Comarco Group is a suitable acquisition for the Company as the Enlarged Group will be better positioned to deliver shareholder value in the medium and long term. The Enlarged Group's operations would thereafter principally comprise a port and marine logistics business. Details of the business and operations of the Comarco Group are set out in Part 2 'Information on the Comarco Group' of this document.

On 29 August 2019, George Roach resigned as a director of the Company to pursue other opportunities.

In order to complete the Proposed Acquisition, the Company has to complete a number of steps some which require Shareholders to approve certain resolutions.

The purpose of this Document is:

a) provide Shareholders with additional details of the background to, and reasons for, the Proposed Acquisition;
b) explain the detail of the proposed Share Consolidation and seek Shareholder approval for the same;
c) seek Shareholder approval for the issue of New Ordinary Shares to the Sellers of the Comarco Group;
d) seek Shareholder approval to the disapplication of pre-emption rights in respect of New Ordinary Shares to be issued;
e) to seek approval to the off-market buyback of New Ordinary Shares as part of the terms for the disposal of DIA; and
f) to seek shareholder approval to reduce the amount of notice required for a general meeting of the Company, other than its annual general meeting, from 21 days to 14 days.

The Company will be seeking authority to issue up to 800 million New Ordinary Shares. The New Ordinary Shares will be used to:

1) complete the Proposed Acquisition;
2) provide funds to complete off market buyback of New Ordinary Shares referred to in paragraph 8 (sale of DIA) below;

3) provide for the issue of New Ordinary Shares on the exercise of options, warrants and convertible loan notes issued by the Company;
4) provide for the issue of New Ordinary Shares in relation to the Fundraising; and
5) provide sufficient authority to issue further New Ordinary Shares as may be required.

The General Meeting has been convened to be held at 9.00am on 25 October 2019 in order to consider, and if thought fit, pass each of the Resolutions, summaries of which are set out in paragraph 10 of Part 1 "Letter from the Chairman".

The Company is in the process of finalising a Share Registration Document, which is currently being reviewed by the FCA. Once approved the Company intends to publish the Share Registration Document and a copy will be available on the Company's website. Subject to the passing without amendment of each of the Resolutions, the Company intends to undertake the Fundraising and, subject thereto, publish a prospectus and seek admission of the Enlarged New Ordinary Share Capital to trading on the Main Market of the London Stock Exchange.

2. Information on Comarco Group

Comarco Group was established in 1971, in Mombasa, Kenya before expanding its range of activities and area of operations along the Eastern African seaboard and throughout the Indian Ocean. Comarco Group is a group of companies that consists of Consolidated Marine Contractors Limited (CMC); Comarco Properties (EPZ) Limited (CPL); Kenya Marine Contractors (EPZ) Limited (KMC); Touchwood Investments Limited (TIL) and Comarco Supply Base (EPZ) Limited (CSB).

Comarco Group is one of the leading marine and specialised logistics contractors in the East African region with over forty-five years' experience. Comarco Group operates its own fleet of tugs, barges, landing craft, supply vessels and specialised equipment for offshore, close shore, port and beach operations from its own private port facility, shipyard and supply base in Mombasa, Kenya.

The Port is a privately owned harbour fronting facility, which lies on the main port channel approximately 1km to seaward from Mombasa Port and 1km from the city centre.

Comarco Group's business comprises of the following activities:

Provision of high quality and efficient integrated port services, including stevedoring, lighterage, stacking, warehousing, transportation and logistics, which can handle various types of cargo including coal, commodities, metal ores, oil and liquefied gas, project and general cargo.
Provision of land and facilities to customers through long-term leases or commercial agreements with an aim to generate consistent and predictable revenue streams.
Provision of the principal offshore supply base for the Oil and Gas industry in Kenya. Anadarko (2012/2013), BG (2014) and ENI (2019) all used Comarco Port as the supply base for their offshore drilling campaigns in Kenya.
As a dedicated owner of vessels, Comarco Group offers comprehensive and integrated marine logistic services to customers, through the charter market, to meet their diverse transportation needs.
Turnkey logistic solutions and project management for the oil, gas and construction industries.

Over the last five years the Comarco Group has operated extensively along the Eastern African seaboard: Djibouti, Kenya, Mozambique, Somalia, Comoros, Reunion Island, Mauritius, South Africa, Tanzania. Madagascar and Zanzibar. The Comarco Group is bidding on additional work in Seychelles, Sierra Leone and Burundi.

Further information on the business overview of the Comarco Group is set out in Part 2 'Information on the Comarco Group' in this Document.

3. Summary financial information on the Comarco Group

The latest published financial information on the Comarco Group can be found on www.aaaplc.com.

4. Directors

Upon completion of the Proposed Acquisition and Re-Admission, David Lenigas and Andrew Monk will resign from the Board and the three Proposed Directors will be appointed. Accordingly, the Enlarged Group Directors on Re-Admission will be:

Enlarged Group Directors

Brian Hall
Simon Phillips
Charlie Pettifer
Robert Stuart Scott
Hemant Thanawala
Matthew Bonner

Non-Executive Chairman
Chief Executive
Executive Director
Executive Director
Non-Executive Director
Non-Executive Director

Brief biographies of the Enlarged Group Directors are set out in Part 3 'Directors' of this Document.

Share Consolidation

Background

As at the date of this Document, the Company has 387,983,954 Existing Ordinary Shares in issue. This is a significant number of shares for a Company with a market capitalisation of approximately £1.5 million as of the date of this Document. The Board believes that the Consolidation is necessary in order to increase the marketability of the Enlarged Group’s New Ordinary Shares through the creation of a higher price per share. The Board believes that the Consolidation will result in a capital structure more conducive to attracting new institutional investors based both in the UK and in other overseas jurisdictions. The Board also believes that the Consolidation will increase market liquidity of the Enlarged Group’s shares by reducing the volatility and spread of the Enlarged Group’s shares and make trading in the Enlarged Group’s shares more attractive to a broader range of institutional investors and other members of the investing public, both overseas and in the UK. The Consolidation will consist of the following steps:

a subscription for six new ordinary shares of 0.1p by the Company Secretary, such shares to be issued to ensure the Company’s issued share capital is exactly divisible by 20;
a consolidation of every 20 Existing Ordinary Shares of 0.1p each into one New Ordinary Share of 2p each; and
the sale of all Fractional Entitlements.

The Consolidation

The Board will propose that the Existing Ordinary Shares of 0.1p each in nominal value are consolidated on a 20-for-1 basis such that every 20 Existing Ordinary Shares are consolidated into and re-designated as 1 Ordinary Share of 2p each in nominal value.

Assuming an issued share capital immediately prior to the General Meeting of 387,983,954 Ordinary Shares of 0.1p each in nominal value, and following the subscription for six new ordinary shares of 0.1p by the Company secretary it is expected that following the Share Consolidation the Enlarged Group’s issued share capital will consist of 19,399,198 New Ordinary Shares of 2p each in nominal value.

No Shareholder will be entitled to a fraction of a New Ordinary Share. Instead, their entitlement will be rounded down to the nearest whole number of New Ordinary Shares. Fractional Entitlements to New Ordinary Share will be aggregated and the whole number of shares will be sold on behalf of the Enlarged Group for the best price reasonably obtainable. Shareholders holding Fractional Entitlements will receive the net proceeds, after deduction of costs, of their individual Fractional Entitlements via Neville Registrars (the Company’s registrar) subject to retention by the Enlarged Group of amounts not exceeding £5.00 for each Shareholder.

If a Shareholder holds fewer than 20 Existing Ordinary Shares as at the Record Date, such that the rounding down process results in a Shareholder being entitled to zero New Ordinary Shares, then they will cease to hold any Existing Ordinary Shares (of any description) in the Enlarged Group. Accordingly, Shareholders currently holding fewer than 20 Existing Ordinary Shares who wish to remain a Shareholder of the Enlarged Group following the Consolidation would need to increase their shareholding to at least 20 Existing Ordinary Shares prior to the Record Date. The Resolution, which is an ordinary resolution, makes provision for the sale of the Fractional Entitlements.

Rights attaching to the New Ordinary Shares: The New Ordinary Shares arising on implementation of the Consolidation will have the same rights as the Existing Ordinary Shares, including voting, dividend and other rights.
Effect on options: The entitlements to Existing Ordinary Shares of holders of options over Existing Ordinary Shares will, conditional upon, and with immediate effect from, completion of the Consolidation, be adjusted in accordance with the terms of such options in order to reflect the effect of the Consolidation. The Company will separately write to the holders of options to confirm the effect of the Consolidation, including the number of options they will hold over New Ordinary Shares and the adjustment to the exercise price of such options.
Effect on warrants: The entitlements to Existing Ordinary Shares of holders of warrants over Existing Ordinary Shares will, conditional upon, and with immediate effect from, completion of the Consolidation, be adjusted in accordance with the terms of such warrants in order to reflect the effect of the Consolidation. The Company will separately write to the holders of warrants to confirm the effect of the Consolidation, including the number of warrants they will hold over Ordinary Shares and the adjustment to the exercise price of such warrants.
Effect of convertible loan notes: The entitlement of holders of convertible loan notes to convert loan notes into Existing Ordinary Shares will, conditional upon, and with immediate effect from, completion of the Consolidation, be adjusted in accordance with the terms of such convertible loan notes in order to reflect the effect of the Consolidation. The Company will separately write to the holders of convertible loan notes to confirm the effect of the Consolidation.

Share Purchase Agreements

On 9 June 2019 the Company entered into conditional Share Purchase Agreements to acquire the entire issued share capital of the Comarco Group for a consideration of US$30 million to be satisfied by the issue as fully paid of the Consideration Shares. The following table summarises the expected shareholdings of the Sellers in the Enlarged New Ordinary Share Capital on the completion of the Proposed Acquisition but prior to the Fundraising:

Name	Consideration Shares	Shareholding (prior to the Fundraising)
Peter Phillips	135,873,513	52.9%
The Gianluigi Antoni Estate	57,097,100	22.2%
Jorgen Nielsen	26,614,998	10.4%
Simon Phillips	17,639,802	6.9%
Total Consideration Shares	237,225,413	92.4%
Existing New Ordinary Share Capital	19,399,198	7.6%
Enlarged Ordinary Share Capital	256,624,611	100.0%

Takeover Code Considerations

The Proposed Acquisition, and in particular the issue by the Company to the Sellers of the Consideration Shares, gives rise to certain considerations under the Takeover Code. Brief details of the Panel, the Takeover Code and the protections they afford are set out below.

The Takeover Code is issued and administered by the Panel. The Takeover Code applies to all takeover and merger transactions, however effected, where the Company is, inter alia, a listed or unlisted public company resident in the United Kingdom, Channel Islands or Isle of Man. The Company is such a company and its shareholders are entitled to the protections afforded by the Takeover Code and its provisions.

Under Rule 9, a person who acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with securities in which he is already interested and which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required by the Panel to make a general offer to all the remaining shareholders of that company to acquire their shares. Similarly, when any person individually or a group of persons acting in concert, is interested in securities which in aggregate carry not less than 30 per cent, of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of such voting rights, that person may not normally acquire further securities without making a general offer to the shareholders of that company to acquire their shares. An offer under Rule 9 must be in cash and at the highest price paid by the person required to make an offer, or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

Under the Takeover Code, a "concert party" arises, inter alia, when persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of that company. Under the Takeover Code, control means an interest, or interests, in shares carrying in aggregate 30 per cent. or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control. In this context, voting rights means all the voting rights attributable to the capital of the company of which they are a shareholder. Accordingly, for the purposes of the Takeover Code, certain of the Sellers, together with their respective connected persons, and other parties acting in concert with them, form the Concert Party. As at the date of this Document the members of the Concert Party have no interest in the Company's Existing Ordinary Shares. Full details of the Concert Party and their respective interests in relevant securities are set out in the paragraph below.

For the purposes of the Takeover Code, the Concert Party has been determined to be Peter Phillips and Jorgen Nielsen, as well as Simon Phillips and Charlie Pettifer. An application is intended to be made to the Panel to seek a waiver of the obligation of the members of the Concert Party to make a general offer that would otherwise arise as a result of the issue of the Consideration Shares pursuant to the Share Purchase Agreements which have been granted to them as part of the Proposed Acquisition as described in the paragraph above.

Under Note 1 of the Notes on the Dispensations from Rule 9, the Panel may waive the requirement for a general offer to be made in accordance with Rule 9 if, amongst other things, the shareholders of a company who are independent of the person who would otherwise be required to make an offer, and any person acting in concert with him, pass an ordinary resolution on a poll at a general meeting or by way of a written resolution approving such a waiver.

Accordingly, once the level of the Fundraising has been finalised and the combined shareholding percentage of the Concert Party as at Re-Admission determined, the Board intends to apply to the Panel for such a waiver. If such a waiver is granted by the Panel, it is likely that the Company will be required to follow one of the two following actions, either

a) a Whitewash Resolution will be proposed at a general meeting which seeks to waive the requirement under Rule 9 that the Concert Party having acquired a shareholding and percentage of Voting Rights exceeding 30 per cent., must make a general cash offer to all the remaining Shareholders to acquire their shares; or
b) the Company will seek from certain Independent Shareholders (representing more than 50% of the ordinary share capital held by Independent Shareholders) written confirmation that they would vote in favour of a Whitewash Resolution were such a resolution to be considered at a General Meeting and, subject thereto, make application to the Panel to waive the obligation of the Concert Party, collectively and/or individually, to make a mandatory offer for the New Ordinary Shares not already owned by it or persons connected with it as would otherwise arise as a result of the issue to the Concert Party of the Consideration Shares.

The Concert Party will not be restricted from making a subsequent offer in the future for the Company, however, any further increase in the New Ordinary Shares held by the Concert Party will be subject to the provisions of Rule 9.

For the avoidance of doubt, any waiver granted by the Panel will only apply in respect of increases in shareholdings of the Concert Party resulting from the issue of Consideration Shares and not in respect of other increases in its holdings.

The Proposed Acquisition is conditional on a Waiver being granted by the Panel. On completion of the Proposed Acquisition the Concert Party are expected to hold more than 50 per cent. of the voting share capital of the Company and, if so, will be able to increase its aggregate shareholding in the Company without incurring any obligations under Rule 9 to make a general offer to the Company's other Shareholders.

8. Sale of DIA

On 27 March 2013 the Company entered into a cession agreement (the "Cession Agreement") with Corestar and the Company's subsidiary Dynamic pursuant to which all monies owed by Dynamic to Corestar (the "Loan") were assigned to the Company. The consideration for the assignment of the Loan was $225,000, but payment of this sum was conditional on certain factors and to date no payments have been made.

On 17 March 2017 the Company acquired from ZRH 5,150 shares (the "DIA Shares") in DIA. The DIA Shares represent 46.8% of the issued shares of DIA and are the only shares that the Company owns in DIA. The consideration for the DIA Shares was satisfied by the issue to ZRH of 7,769,308 Ordinary Shares of 0.1p each in the Company ("Shares").

ZRH is a subsidiary of Corestar. Corestar is a BVI company which is wholly owned by the Corestar STARTrust, a trust established for the furtherance of certain purposes which could include the provision of benefits to George Roach, a former director of the Company, and his family, at the discretion of the trustees of the trust.

The Company has agreed the terms of a contract (the "Buyback Agreement") with Corestar and ZRH pursuant to which:

a. the Company will acquire 307,692 New Ordinary Shares from ZRH at their nominal value and for a total price of £6,153.84. The consideration for the New Ordinary Shares will be paid from the proceeds an issue of New Ordinary Shares in the Company made for this purpose and will therefore only complete on completion of the Fundraising and once bought back they will be cancelled; and
b. the Company will transfer to Corestar the DIA Shares in full satisfaction of all amounts owed to Corestar, and full and final settlement of all its obligations and liabilities, under the Cession Agreement.

The Company is focused on the acquisition of the Comarco Group and consequently the business of DIA is less relevant which is why it is disposing of its interest in DIA at this time.

The Buyback Agreement is conditional upon the authority being given by resolution of the shareholders of the Company in general meeting for the Company to enter into the Buyback Agreement and this resolution is resolution [3] in the formal notice on page 30 of this document. A copy of the Buyback Contract will be available for inspection at the registered office of the Company for not less than 15 days ending with the date of the General Meeting and will also be available at the General Meeting.

Change of Name

On completion of the Proposed Acquisition, in order to better reflect the focus of the Company's operations, the name of the Company will be changed to Agulhas Group Africa plc. The new TIDM code will be AGA. The change of name will be effected by the Board and Shareholder approval will not be required.

General Meeting

At the end of this Document you will find a notice convening a General Meeting which is to be held at 9 a.m. on 25 October 2019 at the registered office of the Company, New Liverpool House, 15-17 Eldon Street, London, EC2M 7LD

The purpose of the General Meeting is to consider and, if thought fit, pass the Resolutions, in each case as set out in full in the notice of General Meeting. Resolutions 1 to 3 inclusive will be proposed as ordinary resolutions and Resolutions 4 and 5 will be proposed as special resolutions of the Company.

Set out below is a summary of the resolutions

Resolution 1 – Share Consolidation

This resolution authorises the Company to consolidate every 20 existing ordinary shares of 0.1 pence each into one New Ordinary Share of 2 pence in the capital of the Company.

Resolution 2 – Section 551 authority

This resolution deals with the directors' authority to allot new ordinary shares in the capital of the Company in accordance with section 551 of the Act.

This resolution will give the directors authority to allot shares in the capital of the Company up to a maximum nominal amount of £16,000,000, including, conditional to Resolution 3 being passed, up to £6,200 specifically for the purpose of the off market purchase of New Ordinary Shares, pursuant to the Buyback Agreement

This resolution is conditional upon Resolution1 being passed.

Resolution 3 – Buyback of Shares

This resolution approves the terms of the Buyback Agreement for the purchase by the Company from ZRH Nominees (0105) Limited of 307,692 New Ordinary Shares at a price equal to their nominal value and being for a total consideration of £6153.84.

A copy of the Buyback Agreement will be produced to the meeting and made available at the Company's registered office for not less than 15 days ending with the date of the meeting

This authority will expire on 1 October 2020.

Resolution 4 – Disapplication of pre-emption rights

This resolution will give the directors authority to allot shares in the capital of the Company pursuant to the authority granted under Resolution 2 without complying with the pre-emption rights in the Act.

Resolution 5 - Shortening the period of notice for a general meeting

This resolution will shorten the period of notice for a general meeting of the Company, other than its annual general meeting, from 21 clear days to 14 clear days.

Section 307A of the Act provides that listed companies must hold general meetings (other than annual general meetings) on 21 clear days' notice unless the members of that company pass a special resolution agreeing to a shorter notice period which cannot be any less than 14 clear days. It is therefore necessary for the Company to pass this resolution allowing the Company to continue to hold general meetings (other than the annual general meeting) on not less than 14 clear days' notice. The Directors confirm that the shorter notice period would not be used as a matter of routine, but only where flexibility is merited by the business of the meeting, the proposals are time-sensitive and it is thought to be to the advantage of shareholders as

a whole. The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.

11. Action to be taken in relation to the General Meeting

You will find enclosed with this Document a Form of Proxy for use by Shareholders at the General Meeting or any adjournment thereof. Whether or not you intend to be present at the General Meeting, you are requested to complete and sign the Form of Proxy in accordance with the instructions printed on it and to return it as soon as possible and, in any event, so as to be received by Neville Registrars: Neville House, Steelpark Road, Halesowen, B62 8HD no later than 9 a.m. on 23 October 2019, being 48 hours before the time of the General Meeting.

If the Form of Proxy is not returned or (as appropriate) a CREST proxy instruction is not submitted by 9 a.m. on 23 October 2019, your vote will not count unless you attend in person at the General Meeting. The completion and return of a Form of Proxy or CREST proxy instruction will not prevent you from attending the General Meeting and voting in person if you wish to do so.

12. Recommendation

The Directors are of the opinion that passing the Resolutions is in the best interest of Shareholders and the Company as a whole. Accordingly, we recommend that Shareholders vote in favour of each of the Resolutions.

PART 2 INFORMATION ON COMARCO GROUP

Business overview

Introduction

Comarco Group was established in 1971, in Kenya before expanding its range of activities and area of operations along the Eastern African seaboard and throughout the Indian Ocean. Comarco Group is a group of companies that consists of Consolidated Marine Contractors Limited (CMC); Comarco Properties (EPZ) Limited (CPL); Kenya Marine Contractors (EPZ) Limited (KMC); Touchwood Investments Limited (TIL) and Comarco Supply Base (EPZ) Limited (CSB).

Comarco Group is one of the leading marine and specialised logistics contractors based in the East African region with over forty five years' experience. Comarco Group operates its own fleet of tugs, barges, landing craft, supply vessels and specialised equipment for offshore, close shore, port and beach operations from its own private port facility, shipyard and supply base in Mombasa, Kenya.

The Comarco Port is a privately owned harbour fronting facility, which lies less than 1km from Mombasa Port on the seaward side on the main port channel and 2km from the city centre.

Comarco Group’s business comprises of the following activities:

Provision of port services, including stevedoring, lighterage, stacking, warehousing, transportation and logistics, which can handle various types of cargo including coal, commodities, metal ores, oil and liquefied gas, project and general cargo.
Provision of land and facilities to customers through long-term leases, licences or commercial agreements with an aim to generate consistent and predictable revenue streams.
Provision of the principal offshore supply base for the Oil and Gas industry in Kenya. Anadarko (2012/2013), BG (2014) and ENI (2019) all used Comarco Port as the supply base for their offshore drilling campaigns in Kenya.
As a dedicated owner of vessels, Comarco Group offers comprehensive and integrated marine logistic services to customers, through the charter market, to meet their diverse transportation needs.
Turnkey logistic solutions and project management for the Oil and Gas and construction industries.

Over the last five years the Comarco Group and its affiliates have has operated extensively along the Eastern African seaboard: Djibouti, Kenya, Mozambique, Somalia, Comoros, Reunion Island, Mauritius, South Africa, Tanzania, Madagascar and Zanzibar. The Group is bidding on additional work in Seychelles, Sierra Leone and Burundi.

Eastern African countries that Comarco has operated in within the past five years.

History and development

Comarco Group was established in 1971 initially as Diving Contractors Limited in Kenya, offering commercial diving services within the port of Mombasa.

History of Comarco Group's marine contracting experience

In the 1970's, Comarco Group developed its range of activities to include additional marine works along the eastern seaboard of Africa. In 1978, Comarco Group secured its first oil and gas contract with Italian giant AGIP in southern Tanzania.

In 1982, the name was changed to Consolidated Marine Contractors Limited, to reflect the change in strategy in becoming a general marine contractor and from which the abbreviation "Comarco" is derived. In the following years, Consolidated Marine Contractors Limited successfully supported the Oil and Gas exploration projects for Shell in Mozambique and Amoco in Madagascar.

Kenya Marine Contractors Limited was established in 1996 to operate as the principal floating asset owning and general marine contracting arm of Comarco Group in East Africa. Kenya Marine Contractors was converted to an EPZ (Export Processing Zone) company in 2003.

Comarco Supply Base (EPZ) Limited was incorporated and registered within the EPZ programme in 2013. This company was to provide shore base assets, equipment and services to the burgeoning East African offshore Oil and Gas industry where, oilfield materials and equipment would be imported into the EPZ, services performed on such materials and equipment and thereafter exported upon completion of the project.

Over the years, a strong acquisition programme has seen Kenya Marine Contractors and Comarco Supply Base take ownership of numerous marine assets and support equipment, which has made Comarco Group one of the largest marine contracting and logistics companies based in the East African region.

History of the Comarco Port

Comarco Group acquired the freehold harbour fronting property, Mombasa Block XLVII/54. This was the first of four property purchases which now comprise the current private port area. In 1983, the Company formally acquired the leasehold rights for plot Mombasa Block XLVII/148 from the Kenya Port Authority, being the area reclaimed from the sea by Comarco Group in order to expand its port operating area. This lease was extended by both parties in 2016 for a further thirty three year term.

Comarco Group purchased the adjacent freehold title, being Mombasa Block XLVII/65, to add to its port area. In the same year, Comarco Group incorporated Comarco Properties Limited as a property holding company for Comarco Group to hold

the two freehold titles, Mombasa Block XLVII/54 and Block XLVII/65 as well as being the registered leasehold owner of Mombasa Block XLVII/148. Comarco Properties was converted to an EPZ company in 2003, which status is maintained today.

In 2012, Comarco Group acquired Touchwood Investments Limited, was acquired as the registered leasehold owner from the Kenya Port Authority of Mombasa Block XLVII/173, comprising 4.74 acres of adjoining harbour fronting property. This enabled Comarco Group to build the Port to the size and capacity in which it currently operates. The Port facility is now one of the largest privately owned and operated ports along the East African coast and is based within the confines of the busiest and largest port in East Africa.

Strong Oil and Gas Cycle 2008-2014

From 2008 there was a substantial increase in Oil and Gas exploration activity in the East African region, most notably in Kenya, Tanzania and Mozambique. Comarco Group provided supply base facilities at its Port for Bollore, Anadarko, BG and ENI.

Furthermore, Comarco Group provided marine support and vessels for ENI in Mozambique; Statoil, Petrobras, Heritage, BG and Fugro in Tanzania. Comarco Group also provided vessels, marine support and project management services for the China National Petroleum Corporation (CNPC) in Tanzania. On 19 June 2019, Anadarko announced the Final Investment Decision (FID) in the "Area 1" of the Rovuma Basin in Mozambique, at $20 billion the FID is the largest Oil and Gas sanction ever made in Sub Saharan Africa. Comarco Group is one of the few marine operators in the region with the capacity and experience to take part in such large scale and specialised Oil and Gas marine projects and as such it is anticipated that Comarco Group will be competitive in the bidding for ongoing and upcoming tenders.

In addition to the Oil and Gas activity, there was an increase in infrastructure development in the region. This led to significant growth for Comarco Group and enabled it to increase its asset base, including property, marine equipment and port equipment assets. By acquisition and reclamation, the Port was expanded by an additional 20,000m² to cater for increased oilfield demand for space and services. The Port was upgraded to comply with international Oil and Gas standards and has subsequently passed audits by BG, Anadarko and ENI.

The substantial capital investments in the Port, together with the operational experience gained by both the management and workforce during this period, places Comarco Group in a strong position to benefit from the next cycle of Oil and Gas exploration and infrastructure development in the region.

Port

The Port totals approximately 16 acres including over 40,000 m² of open storage, covered storage space, office space and facilities, mobile and crawler cranes up to 250 tonnes capacity, a marine engineering workshop and a 24 hour Operations Centre. The main sufferance wharf has a total length of 93m, with a minimum draft of 7.5m alongside and capable of handling ships of up to 130 metres Length Overall (LOA). The wharf has direct frontage to Liwatoni Bay and the main commercial shipping channel.

Map of Comarco Port facilities.

Comarco operates the Port on a 24-hour basis and vessels may be loaded and discharged by experienced stevedores and winchmen as required.

The list below summarises Comarco Group's Port Operations:

Private Port Facility: Direct berthing at a harbour fronted private port facility in Mombasa, offering private stevedoring and well-maintained equipment to handle bulk and break-bulk cargo as well as rigs and project cargo;
Supply Base Management: Operating a fully equipped, managed and resourced EPZ supply base in Mombasa, Kenya with dedicated berthing, warehousing and open storage;
Subsea Services: Via IACS approved dive spreads, equipment and divers offering a full scope of underwater work, including construction work, pipelines, blasting, welding, cleaning, hull cleaning, propeller cleaning and inspection services;
C and F Work: Via agents providing customs clearance services for sea freight, airfreight, and project cargos.
Agency Work: Via agents providing port agency work, vessel husbandry, crew management, bunkering and chandlery;
Onshore Oil and Gas Support: Providing a range of support services including equipment and personnel to the Oil and Gas industry;
Private Port Services: Providing a range of support services including lighterage, equipment and trained personnel to a variety of port users;
Shipyard Services: Workshops with experienced management and work force to undertake the maintenance, repair, and construction of owned and third-party vessels and equipment;
Dedicated laydown areas: Large and easily accessible open storage areas to store both import and export cargo; and
Bespoke Agreements: Provision of space and facilities to customers through long-term licences.

In February 2017, the Comarco Port was successfully audited and approved by Shell for marine and support operations for its work in East Africa.

The list below summarises Comarco Group's Marine Logistic Operations:

General marine transport: General marine transport of all kinds, including containerised, break-bulk and bulk cargos, using owned and chartered vessels of all types;
Beach, Foreshore and Near Shore Cargo: Handling of all types of cargos on and off barges, over the beach and across the foreshore using trucks and trailers, conveyors, forklifts and cranes;
Customised transport solutions: Customised marine transport services by tug, barge, LCT, and conventional vessels, including chartering of ocean-going vessels, to provide bespoke quay to beach, beach to beach and quay to quay solutions;
Vessel Charter and Supply Runs: Vessel charters on time or voyage basis, including fuel, cargo and materials transport to remote locations both onshore and offshore.
Offshore pipe transport: Supervising, loading and providing customised marine transport solutions for coated and bare pipe delivered directly to offshore lay barge;
Beach landings: Loading and offloading any cargo across the beach including the use of the Exposed Beach Operating System (EBOS) and Safe Beach Operating System (SBOS) developed by Comarco;
Lightering, Transhipping and Stevedoring at Sea: Lightering, transhipping and stevedoring at sea solutions for all cargo types from vessel to barge including bulk, breakbulk, rigs, project and heavy lift, at anchorage or alongside the quay;
Marine construction: Carrying out marine construction works and services of various types, including; construction of jetties, quays, and sea walls; assembly and installation of aids to navigation; piling and dredging works; bathymetric, geotechnical and topographical surveys; subsea pipeline installation;
Specialised Plant, Machinery and Equipment: Comarco owns and operates a fleet of earthmoving plant, construction equipment, trucks, forklifts and cranes, all of which are available for project support or independent hire;
Vessel charter: Comarco owns and operates a fleet of vessels and barges along the East African coast, all of which are available for hire on either time or voyage charter basis;
Onshore Oil and Gas Support: Rig moves to/from remote locations; rig site preparation; overland rig transport; labour supply, rig set up and access preparation; project/ site camp set up and operations.
Heavy Lifts and Haulage: Providing mobile and crawler cranes up to 270mt capacity and multi axle trailers up to 500-ton capacity.

Marine fleet

The Company owns and operates one of the largest fit for purposes vessel fleets in East Africa and operates a diverse fleet of vessels ranging from 1050bhp to 2800 bhp which perform tasks ranging from barge towing, to vessel support and specialised vessel manoeuvring. The fleet of barges ranges in size from small 250MT work platforms to large 12,000MT dwt flat top barges with $2,616\mathrm{m}^2$ surface area which are used for a variety of offshore transport of bulk, break bulk and project

cargo, as well as for marine construction work. There are also Landing Craft from 150MT to 1000mt dwt, which are purpose built to easily land both liquid and solid cargo onto beaches and for shallow water operations. In addition, there are self-elevating platforms of different sizes (from 10MT to 100MT) used mainly for geotechnical surveys and piling work, as well as a selection of utility craft ranging from fibreglass work boats to crew transport vessels and robust steel hull catamaran craft used for inter-tidal work.

To complement the vessels, The Company owns a variety of crawler cranes, truck cranes and rough terrain cranes ranging in size from 50MT to 270MT in lift capacity which are used both in the Port environment as well as in the Marine logistics environment should temporary ports need to be established elsewhere to load / off-load cargo. There is also a fleet of forklifts operating which range from 3MT to 16mt in lift capacity and in varying configurations. Finally, there is a haulage fleet which comprises trucks, prime movers (ranging from 125bhp to 360bhp) and trailers (from 2 to 14 axles) and capable of moving loads of up to 150MT; and there is a yard fleet which comprises excavator trucks, wheel loaders and levelling equipment and which is used for off-loading and loading heavy bulk material on and across all types of permanent and temporary jetty facilities.

Clients

Comarco Group has contracted with a diverse range of clients over its operational history as follows;

Limited liability companies (LLC)

LLCs represent the largest category of companies with whom Comarco Group has contracted and also represent the broadest spectrum of services available from Comarco Group

General marine transport

Operated and managed container feeder services in East Africa for Maersk Line and Silver Anchor.
Transported bulk aggregate by barge for Colas Madagascar, Coralgate Maldives and AA Bayusuf Ltd.
Transported breakbulk cargo for Nabors Drilling International, BGP and Swanberg International.

Marine Equipment charter

Provided marine equipment on charter for a variety of clients such as Science UK Limited, Anadarko and Tristar.

Shipyard services

Workshops with experienced management and work force to undertake the maintenance, repair, and construction of owned and third-party vessels and equipment, including the fabrication of vessels for the Coast Water Board Services.

Charter of vessels

Chartering vessels outside of its fleet as required for its customers, which have included the Tanga Cement Company, Magadi Soda Company and Maersk Line.

Marine construction:

Construction of jetties, quays, and sea walls; Assembly and installation of aids to navigation; Piling and dredging works; bathymetric and geotechnical surveys; subsea pipeline installations. Customers have included: Noremco Tanzania Ltd, Midroc Foundation, JGH Marine, Katahira & Engineers Ltd. Africa Gas and Oil.

Offshore pipe transport:

Extensive experience in the transport of pipe by barge, both coated and uncoated. Contracted clients have included China National Petroleum Company, Africa Gas and Oil Ltd and Toyo Construction.

Vessel Charter and Supply Runs:

Provision of vessel charters on time or voyage basis, including fuel, cargo and materials transport to remote locations both onshore and offshore. Contracted clients have included Advanced Maritime Transports (AMT), Anadarko and Freight Forwarders Kenya Ltd.

International oil companies (IOC)

Comarco Group has historically been heavily involved with international oil companies, ranging from oil majors to small independents, and has provided them with a range of services, both onshore and offshore.

Onshore Supply Base support involves the provision of dedicated quay and berthing access; equipment and material storage and handling; stevedoring and shore handling; certified cranes, trucks, trailers and forklifts; qualified labour and supervision. Such customers include:

Onshore Supply Base Support IOC clients
Anadarko	British Gas	BGP	Fugro
Bollore	ENI	Marubeni Itochu

Onshore Oil and Gas Support outside of the Supply Base, involving moves to/from remote locations; rig site preparation; overland rig transport; labour supply, rig set up and access preparation; project/ site camp set up and operations. Contracted customers have included:

Onshore Oil and Gas Support IOC clients
Marriott Drilling	Nabors Drilling International

Offshore support comprises a broad variety of services ranging from marine transport by chartered project vessel, by barge and landing craft; stevedoring at sea, the construction of temporary jetties, beach landings and equipment hire. A sample of contracted IOCs for these services includes the following:

Beach Landings: Loading and offloading any cargo across the beach including the use of the Exposed Beach Operating System (EBOS) and Safe Beach Operating System (SBOS) developed by Comarco;
Beach, Foreshore and Near Shore Cargo: Handling of all types of cargos on and off barges, over the beach and across the foreshore using trucks and trailers, forklifts and cranes;

A sample of contracted IOCs for these services has included the following:

Offshore support IOC clients
Aminex	Caroil	Nabors Drilling International	Zarara
Anadarko	Madagascar Oil	Pan African Energy	Maurel & Prom
Artumas	Parker Drilling

Government bodies

Comarco Group has contracted with a number of regional government organisations, principally in the marine infrastructure sector. Such contracts include:

Construction of jetty and landing site at Songo Songo Island, Tanzania for the Office of the Prime Minister.
Dredging and refurbishment of Quay 2 at Tanga Port for the Tanzania Port Authority.
Various harbour related works in Mombasa for the Kenya Port Authority.
Heavy lift transport of generator from Dar es Salaam to Tanzania for the Zambian Government.
Marine transport, heavy lifts and road transport of generators from Mumbai to Moroni, Comoros for the Comoros Government.
Heavy Lifts and Haulage: Providing mobile and crawler cranes up to 270mt capacity and multi axle trailers.

Public listed companies (PLC)

Comarco Group has contracted with a number of PLCs and has offered a variety of integrated services to these companies. These contracts have tended to be larger and for a longer term and include:

Lightering, Transhipping and Stevedoring at Sea: Lightering, transhipping and stevedoring at sea solutions for all cargo types from vessel to barge including bulk, breakbulk, rigs, project and heavy lift, at anchorage or alongside the quay;

The long term delivery of coal and clinker in bulk to separately to Tanga Cement Company PLC involving the charter of ocean going vessels, stevedoring at sea and lighterage by tug and barge.
The delivery of a knock down titanium processing plant from Australia and associated equipment from South Africa across an exposed beach at Moma, Mozambique for Kenmare Resources PLC. The work scope including marine transport, chartering of project vessels, stevedoring at sea, construction of temporary jetty, camp construction, beach landings, heavy lifts, heavy transportation by trailers and equipment hire.
Marine construction work and equipment hire provided to Base Titanium in Mombasa, a wholly owned subsidiary of Base Resources PLC.
The delivery of equipment, containers and materials for Rio Tinto in Fort Dauphin, Madagascar.

International organisations

This is the category with which Comarco Group has contracted the least. Comarco Group have carried out a variety of services, principally to the United Nations and its affiliates. These include:

The preparation, assembly and deployment of Fish Accumulating Devices (FADS) along the coast of Somalia for the Food and Agriculture Organisation of the United Nations.
The landing of relief cargo and equipment across the exposed beach at Barawe, Somalia for the United Nations.
The charter of LCT Comarco Kestrel to Agility to deliver food and rations to UN military across the beach at Merca and Barawe in Somalia.
Dredging and fender installation in Bossaso port, Puntland for the World Food Programme.
The preparation and lifting of a hospital vessel out of the water at the Comarco quay and transport by heavy list trailers to Lake Victoria for the UK based Vine Trust charity.

The diversity of Comarco Group's services and client base has enabled it to spread its risk across a broad industry and customer spectrum to prevent Comarco Group from becoming overly reliant on any particular sector or any singular customer.

EPZ (export processing zone)

Three of the companies within Comarco Group are registered as EPZ (Export Processing Zone) companies within the EPZA programme (Comarco Properties (EPZ) Limited (CPL), Kenya Marine Contractors (EPZ) Limited (KMC) and Comarco Supply Base (EPZ) Limited (CSB).) The Export Processing Zones Authority (EPZA) is a State Corporation, under the Ministry of Industry, Trade and Cooperatives established in 1990, to promote and facilitate export oriented investments and to develop an enabling environment for such investments by offering a range of attractive fiscal, physical and procedural incentives to ensure low cost operations, fast business set up and smoother operations for export oriented businesses.

The principal attractions of the EPZ programme can be summarised as follows:

All imports duty free;
VAT exempt; and
Corporate tax holiday for 10 years, thereafter a reduced rate of corporate tax at 25%.

The principal reasons for doing so were as follows:

The majority of the work being undertaken by Comarco Group was outside of Kenya;
Repairs and maintenance to Comarco Group's vessels and equipment. As the vessels were all foreign flagged, these were classed as export services and the relief obtained through the EPZ programme; and
The duty free importation of equipment such as cranes, trucks, front end loaders and the like was made considerably easier and added substance to Comarco Group's operational ability and asset base.

CSB was incorporated and registered within the EPZ programme in 2013. The principal reason for this decision was for CSB to provide services to the growing East African Oil and Gas industry where, typically, materials and equipment would be imported into the EPZ, services performed on such materials and equipment and thereafter exported upon completion of the project. The corporate tax holiday for CPL and KMC have expired. CSB still has four years remaining before its corporate tax holiday expires.

Contracts

Due to the diversified nature of its business, Comarco Group utilizes a variety of contracts to underpin its risks and rewards. Wherever possible, Comarco Group will use standard, internationally accepted contracts such as those set out by the Baltic and International Maritime Council (BIMCO), whose maritime clauses and contracts cover the full lifecycle of vessel related operations and activities, or by The International Federation of Consulting Engineers (commonly known as FIDIC) which has standard form contracts for the construction and engineering industry. In the event that the contemplated scopes of work are outside the framework of standard contracts, Comarco Group has developed a set of precedent contracts over the years, which are adapted and utilised in these instances. Typically, the marine contracts are drafted by the commercial department within in Comarco Group.

Competitive advantage

Experienced management team with a proven track record

Comarco Group has an experienced management team having operated for many years in the marine services sectors primarily across Africa but also in the Mediterranean, the Middle East, South America and South East Asia thereby gaining industry, regional and international experience. The management team has strong entrepreneurial and commercial skills and is well positioned to capitalise on the opportunities available both as already identified and in future. Comarco Group is well established within Kenya and is able to navigate local, national, and regional requirements effectively on behalf of its clients.

Strong historic track record

Comarco Group has been operating in the marine contracting industry over forty five years. Its success has stemmed from the niche logistics knowledge, know-how and expertise recognised both regionally and internationally. Comarco Group has unrivalled experience in marine contracting, logistics and projects along the entire eastern seaboard of Africa as its historic track record has allowed it to build strong contacts and relationships over decades – across networks such as brokers, agents, clients, competitors, suppliers.

Comprehensive and value added port services

Comarco Group’s strong asset base is underpinned by its port facility, which comprises both freehold titles and long lease titles. In addition to operating its own private Port, Comarco Group is able to provide land and facilities to customers through long-term leases, licences or commercial agreements that aims to generate consistent revenue streams. Comarco Group offers integrated and comprehensive port services to its customers to meet their diverse transportation needs. Such services include lighterage, stevedoring, stacking, warehousing, transportation and other logistical add ons. Comarco Group will, on a selective basis, operate other port facilities itself, generally where it believes that it can add value, improve the use of its port facilities or better meet market demand.

Integrated and bespoke marine and logistics solutions

As evidenced in the Client description, Comarco Group offers a variety of services to leading local and international companies on a standalone or turnkey basis. The broad variety of the services developed over a number of years by Comarco Group, together with the comprehensive range of offshore and onshore assets, enables Comarco Group to offer bespoke bolt on services to fit its clients requirements.

Fleet of fit for purpose vessels suited to the operating environment, operated by qualified and experienced crew

The fleet is amongst the largest of its type that is permanently located on the East Coast of Africa. The barges range from small work platforms to self-propelled barges to large flat top cargo barges with up to 2,100 m² deck area and 11,000mt cargo capacity. The tug and barge fleet is supported by landing craft, utility vessels and self-elevating work platforms (SEWP). Comarco Group’s current fleet of vessels and support equipment together with experienced crew to enable it to provide customers with turnkey solutions.

The operational capabilities and versatility of the fleet allows Comarco Group to deliver greater operational efficiencies leading to significant time and cost savings for customers from reduced fuel usage, limited requirements for ancillary vessel hire and reduced non-productive time. These cost savings benefits make Comarco’s vessels attractive for its customers.

Well-invested, comprehensive range of supporting equipment:

Comarco Group owns and operates a comprehensive range of supporting equipment and assets that are serviced and maintained by its workshop and technical team in Mombasa. This includes cranes, front end loaders, forklifts, trucks, trailers, camp, generators and earth moving plant and equipment. In house provision of owned equipment allows the delivery of fully integrated service to customers both onshore and offshore.

In-house technical, maintenance and repair capabilities

The in-house marine technical capability comprises a skilled and experienced technical management team, as well as a marine workshop and fabrication yard. The in-house technical skills and experience enables Comarco Group to mobilise vessels from the fleet quickly and efficiently and allows tailored modifications to vessels to meet specific customer requirements. The in-depth and in-house technical knowledge of the vessels Comarco Group operates provides a number of additional operational benefits: it allows the maintenance and operation of the vessels more effectively; it provides more flexibility to the operational timetable and facilitates a comprehensive maintenance schedule for the fleet.

Strong health, safety and environmental ("HSE") culture

Comarco Group’s Quality, Health and Safety, and Environment (QHSE) standards and performance, is guided by a comprehensive and integrated shore-based and shipboard Safety Management System and Policy Manual, audited against International Oil and Gas Producers (IOGP) standards. The protection of the environment, personnel and assets, and that of stakeholder’s investment and reputation, is maintained through support from the senior management.

Comarco Group has developed a structured, thorough and ambitious QHSE Plan for 2019/20, which includes details comprehensive audit schedule of all current assets, systems and standards, which ensures Comarco Group remain the pioneers of safety and quality, within the marketplace.

Revenue visibility from high-quality, long-term customers

Comarco Group maintains strong, well-established relationships with blue-chip clients, including IOCs and EPC contractors in the East African region. These contracts typically last six months to five years and include option periods that have historically been extended. Comarco Group and its associated companies have historically enjoyed strong revenue flows from work derived in Eastern Africa and are well positioned to take advantage of the return of the IOCs to Eastern Africa.

Strategy

Comarco Group intends to strengthen its position as a port operator and comprehensive logistical service provider. Comarco Group intends to pursue the following strategies to consolidate its market position and capture future growth opportunities.

Port operations

The prolonged downturn in the Oil and Gas industry led to a significant drop in the Port revenues, the strategic decision was taken in 2017 to expand the operations of the Port to offer niche cargo services to a variety of customers and to treat existing Oil and Gas customers as part of the customer base, rather than the sole focus of the Port.

It became apparent that the EPZ programme, in isolation, would be a hindrance to this strategy as opportunities would be limited to exports processing only. In recent consultation with the Kenya Port Authority and the Kenya Revenue Authority, Comarco Group was advised to apply for the gazettlement of the Port area as an entry and export area for customs purposes together with the operation of a sufferance wharf as this would enable Comarco Group to import cargo through the Port as well as to export cargo.

As a result, Comarco Group strategy is to expand the current port facilities as a gazetted “Private Port” outside of the EPZ programme and to retain and to further develop the capacity of the EPZ operating companies but outside of CPL.

Export processing zone

Kenya Marine Contractors (EPZ) Ltd and Comarco Supply Base (EPZ) Ltd will continue to operate within the EPZ programme, but outside of the Port area, in order to maintain the favourable tax status currently in place.

Private port facility

Comarco Group has already obtained the consent of the Kenya Revenue Authority to gazette its Mombasa port area as an entry and export area for customs purposes by the Commissioner of Customs and Border. This means that:

The Comarco Port has been designated as a Kenyan Entry & Exit Point;
The Comarco jetty has been designated a sufferance wharf and customs area; and
The Port has been designated as a customs bonded warehouse.

These permissions enable Comarco Group to operate as an independent port facility, which will allow the Group to consolidate and expand its port operations to a significantly wider user base through:

Developing Comarco Group into an integrated port operator and strengthening its position as a leading independent port operator for major dry bulk cargo. Comarco Group plans to enhance its operating efficiency and integrated service capabilities in Mombasa to strengthen its position as an independent port operator. Comarco Group also plans to intensify its efforts in developing new businesses relating to other types of major bulk cargo as well as general cargo to diversify the current cargo mix dealt with at the Port.
Strengthening relationships with customers and partners to achieve mutual development. Comarco Group is committed to building strong and long-term relationships with major customers through long-term contracts. The Group plans to promote customer loyalty and increase our cargo supply by continuing to provide dedicated facilities to long-term customers.
Continuing to develop and improve service capabilities Comarco Group plans to further promote its Port logistical service capabilities, including providing more efficient services for cargo transhipping, stevedoring, storage, freight forwarding, shipping agency, customs clearance, cargo tallying, processing and trading.
Developing port infrastructure Comarco Group plans to develop the following:
Build an additional 150m deep water quay to take ships up to supramax capacity
Extend the current berthing facilities through the construction of a deep water jetty
Form strategic alliances with major customers to secure both terminal and infrastructure development by combining the Group’s operating expertise with its customers’ stable supply

of cargoes.

Developing integrated logistical capabilities
Comarco Group intends to enhance comprehensive logistical service capabilities and develop the Group into a leading provider of its comprehensive logistical services in the region by strengthening its cooperation with relevant railway, maritime, customs, inspection and quarantine departments.

Marine logistic operations

Consolidate current position on East Coast of Africa

Comarco Group is currently one of the largest operators of tugs and barges on the East Coast of Africa. Comarco Group intends to maintain its position as one of the leading operators in the East African region, a market with growing demand and a limited number of competitors. The Group aims to consolidate its position through:

Growth through targeted vessel acquisitions

Comarco Group will pursue further fleet growth through vessel acquisitions to maintain its position as a significant tonnage provider in the region in response to specific customer requirements.

Fleet and equipment reliability

Comarco Group aims to own and operate a reliable fleet, with minimal downtime. By minimising downtime, Comarco Group expects to maximise revenues and cash flows and further demonstrate that it is a reliable operator to current and prospective customers.

Expand market positions in East Africa and seek opportunities to establish operations in South and West Africa

A larger vessel fleet size would allow Comarco Group to take on additional contracts in existing regions of operation and potentially enter new regions. A growing fleet of vessels would expand revenue through additional work with new and existing clients. The established marketing, fleet presence and operational track record in the region allows Comarco to exploit the potential of both Oil and Gas and offshore logistic opportunities in South and West Africa.

Mozambique: The development of the LNG facility in Northern Mozambique presents logistic opportunities to the Group that are being actively developed through a joint venture with Colas, as the quarrying partner, for the production and delivery of 3m tons of aggregate to the LNG facility.
The Group is actively pursuing tendering opportunities in South and West Africa

Pursue long-term contracts to ensure continued revenue visibility and predictable cash flow

Comarco Group will focus on securing medium- to long-term contracts to enhance the predictability and reliability of revenues and cash flows as such contracts generate sustainable cash flows to support expansion plans.

R&D, equipment and human resources development

Comarco Group intends to intensify research and development efforts. Comarco Group plans to conduct further research on port operation techniques; optimize stevedoring systems, equipment configuration and work processes; and research into environmental technologies for coal ports. Comarco Group also intends to establish e-commerce and logistical information service platforms to provide its customers with more efficient and comprehensive services. Comarco Group plans to upgrade its information systems, which includes improving the enterprise asset management system as well as building an electronic data interchange centre, e-port system, customer relationship management system, human resource management system and financial management system to improve internal communication, management and operational efficiency.

Insurance

Comarco Group carry insurance that it believes is common in its industry and sufficient to cover the principal risks of damage to its business. Insurance coverage includes hull and machinery coverage and the fleet is insured for market value. Comarco Group also has Protection & Indemnity (P&I) insurance for third party liability cover for its vessels and crew. In addition, Comarco Group has a number of other standard insurance policies in place covering workmen's compensation, employers' liability and property insurance, among others. Comarco Group does not carry business interruption insurance to compensate for lost revenue in the event that vessels are damaged.

Health & safety and the environment

Health and safety

Comarco Group's Quality, Health and Safety, and Environment (QHSE) standards and performance, is guided by a comprehensive and integrated shore-based and shipboard Safety Management System and Policy Manual, voluntarily audited against The International Association of Oil and Gas Producers (IOGP) standards. The protection of the environment, its personnel and assets, and that of its stakeholder's investment and reputation, is maintained through support from the most senior level of management. Comarco Group has developed a structured, thorough and ambitious QHSE Plan for 2019/20, which includes details of a comprehensive audit schedule of all current assets, systems and standards, which ensures that it remains the pioneers of safety and quality, within its marketplace.

Environment

Comarco Group is committed to conducting business in a manner that protects the environment and preserves the areas in which it operates. The key areas of focus for the environmental policy include the prevention of pollution incidents in the context of offshore and onshore operations. Comarco Group completes on an annual basis a detailed environmental impact assessment for offshore and onshore operations with a view to identifying weak areas in environmental management. The Export Processing Zone Authority (EPZA) carries out an annual physical inspection where the EPZA conducts an environmental audit followed by recommendations for areas of improvement. The National Environment Management Authority (NEMA) conducts environmental reviews of Comarco Group on an individual project by project basis by commodity categorisation of the projects taking place.

Comarco Group have established and maintained a special fund for pollution control, construction of environment protection infrastructure and the continual improvement of work environment. In particular, during 2018 Comarco Group have implemented a series of major environmental protection measures, including installing windproof nets and water sprinkler systems in the bulk stacking yard to control dust as well as an environmental campaign which focuses on increasing the awareness of employees and contractors and promoting positive behaviour towards the environment. Comarco Group has also implemented air quality sensors around the yard.

Management

Comarco Group has an operating history of over 45 years in Kenya. As a result, Comarco Group have developed both commercial and regional expertise as well as developed experienced and stable senior management team in port management and marine operations. Please see Part 4 "Directors and Corporate Governance" for further details on the experience of the Proposed Directors and Senior Management of Comarco Group.

Employees

The number of persons employed by Comarco Group as at 31 March 2019 was 99.

Employment location

The management team is based at the headquarters in Mombasa. Management cover all areas of operation, including vessel operations, commercial and business development, technical and construction, finance, human resources, procurement, HSE and IT, as well as providing support to the whole fleet and entire Port operations.

Marine Logistics: Technical and operational support staff are based in Mombasa. Vessel master and chief engineer are assigned to vessels and work permanent rotations on those vessels irrespective of where they are operating to ensure both continuity and technical maintenance programmes. There is a permanent pool of crewing personnel in Mombasa, however depending on the location of the vessel Comarco respects and complies with local cabotage laws that specify and determine nationality of crews in which case Comarco recruits locally to fill those positions through temporary hires either directly or through local manning agencies.

Port Operations: All staff operating in the Port in Mombasa are sourced and trained locally.

The following table sets out a breakdown of the number of employees by function as at 31 March 2019:

Employee Function	31 March 2019
Shared Management	9
Finance	3
Admin	14
Technical	1
HSE	7
Subtotal shared	34
Port Crew	65
Total Shared + Port	99
Vessel crew	46
Total Shared + Port + Vessels	145

There is no trade union representation.

Training

Comarco trains their staff both internally and externally. Internal training involves a suitably qualified Comarco trainer, who trains staff members at regular periodic intervals, with best practice followed by the company. This internal training includes: First Aid Training, Fire safety training, ISO 2001 awareness, IT and ERP support among others. External Training is where the Company identifies a training opportunity and a staff member is then selected based on a training needs analysis and the individual is sponsored to attend the training off-site. The Company has sponsored a number of staff members to attend this type of training, based on the areas of requirement and specialization.

Comarco offers a number of student positions of internship within the company, to allow local students an opportunity of gaining valuable experience in the maritime Industry.

PART 3 DIRECTORS

Directors of Anglo African Agriculture plc

The following table lists the names, positions and date of appointment of the Directors of AAA:

Name	Position	Year Appointed
David Anthony Lenigas	Non-Executive Chairman	2016
Andrew Anthony Monk	Non-Executive Director	2012
Robert Stuart Scott	Executive Director	2016
Matthew Bonner	Non-Executive Director	2017

Upon Re-Admission of the Enlarged Group, Andrew Monk and David Lenigas will retire from the Board.¹

Proposed Directors

The following table lists the names and positions of appointment of the Proposed Directors of the Enlarged Group upon Re-Admission:

Name	Position
Brian Hall	Non-Executive Chairman
Simon Phillips	Chief Executive Director
Charlie Pettifer	Executive Director
Hemant Thanawala	Non-Executive Director

On Re-Admission, the Proposed Board will therefore comprise:

Brian Hall (aged 73) – Non-Executive Chairman

Brian has over 40 years’ experience in the natural resources industry and is a Chartered Accountant. In 1991 he formed Aminex PLC, an international oil and gas company and served at different times as chairman or CEO until 2018. He launched Aminex into a successful venture in Russia in 1993, distributing the exit profits to shareholders in 2001. He has operated across both developed and emerging market countries and guided Aminex through several significant ventures, most recently in east Africa. He began his oil industry career with Hamilton Brothers Oil and Gas Ltd., where he was a member of a small team which brought Argyll on-stream, the UK North Sea’s first producing oilfield. In the 1980s he was UK Manager for Lochiel Exploration of Canada and responsible for its interests outside North America. At different times he has served on the boards of Fortune Oil PLC, Connary Minerals PLC, Albion International Resources Inc. and Canyon Oil and Gas Ltd. He is currently chairman of Great Western Mining Corporation PLC and director-owner of Offshore Terminals & Tankers Ltd

Simon Phillips (aged 51) – Chief Executive Director

Simon has 23 years of management experience within the African port and marine logistics industry. Simon joined Comarco Group in 1996 as Administrative Manager that was responsible for the establishment of Kenya Marine Contractors. Simon was appointed as Managing Director of KMC and then Managing Director of Comarco Group in 2013, a position he has held ever since. He has played an integral part in the expansion of Comarco Group throughout Africa over the past 22 years. During this period Comarco Group has developed a significant privately-owned port in the region and one of the largest tug and barge fleets along the East African seaboard. In 2012 Simon founded Specialised Vessel Services alongside Charlie Pettifer and now serves as the Executive Chairman. Simon qualified as an attorney and notary in South Africa (non-practising) with a specialisation in maritime and commercial law. Simon holds a BA and an LLB in Law from the University of Cape Town.

Charlie Pettifer (aged 54) – Executive Director

Charlie has principal responsibility for commercial development of the business. Charlie has 25 years’ experience in African business development and management specifically within the security, private equity, natural resource and maritime sectors. Prior to joining Comarco Group, Charlie was the CEO of Rapport Research & Analysis Ltd, where Charlie ran a gold purchasing operation in Ghana. He was the Operations Director of a corporate finance boutique in London that established a private equity fund focussed on African natural resources. Charlie was CEO of African Gold & Diamonds Ltd, a mining company focussed on Sierra Leone and West Africa. He was CEO of Bushveld Platinum a mining exploration company focussing on platinum in South Africa. In 2012 Charlie founded Specialised Vessel Services with Simon Phillips and has remained a director, a provider of safety, security and standby vessels to the offshore Oil and Gas industry in Africa and is a

director of the company. In 2008, he became the Regional Manager in East Africa for Drum Cussac establishing the company in the region and growing it to an annual turnover of $80m. Charlie attended the Royal Military Academy at Sandhurst and was subsequently commissioned as an officer in the Coldstream Guards. Charlie holds a BA (Hons) in Politics and International Relations from University of Exeter.

Robert Scott (aged 51) – Executive Director

Rob has principal responsibility for the day to day operation and management of Dynamic Intertrade, a spice manufacturing business. He has over 30 years financial and investment management experience with the last ten years specifically focussed in mining within central and southern Africa and is a Chartered Accountant (CA(SA)) by profession. He served as Country Manager for Lonrho and has served as the General Manager of Uramin's South African operations. He held executive and senior positions with a number of companies across countries such as South Africa, Angola, Mozambique, Zimbabwe, DRC, CAR, Rwanda, Tanzania, Kenya, Nigeria, Niger and Namibia amongst others. He was also involved in hotels, agriculture, shipping, consumer products and construction amongst many other industries. Rob has been a Director of Dynamic Intertrade (Pty) Limited for 5 years and is responsible for setting the strategy for Dynamic and has an intimate understanding of its day-to-day operations. He has served on a number of other public and private company boards. Rob began his career and qualified with Deloitte South Africa after obtaining his Certificate of Theory of Accounting (CTA) from the University of Cape Town.

Hemant Thanawala (aged 61) – Non-Executive Director

Hemant is a Chartered Accountant with over 30 years professional and commercial experience. He played a key role in the AIM listings of Nautical Petroleum plc in 2005 and Quadrise Fuels International plc in 2006, assuming the role of Finance Director in both companies upon their listings. Prior to 2005, Hemant served as CFO of Masefield AG, a Swiss-based energy trader, for a period of 4 years. Between 1989 and 2001, he served as CFO for Premier Telesports Group and Rostel Group, with diversified business interests in the emerging markets of Eastern Europe, Former Soviet Union and Africa. Before that, Hemant was engaged in professional practice, following his qualification with KMG Thomson McLintock (now KPMG) in 1981.

Matthew Bonner (aged 39) – Non-Executive Director

Matthew has significant financial leadership experience within the mining, energy and agriculture sectors, and emerging markets. He has advised on domestic and cross border public and private M&A, joint ventures, capital market transactions and project development. He is currently the Chief Operating Officer at EAS Advisors LLC, a New York based corporate advisory firm focused on supporting public and private companies predominantly in the natural resource and commodity sectors. Prior to joining EAS Advisors he was the General Counsel at BalanTrove Partners, a New York based hedge fund focused on energy, mining and infrastructure. He has also worked as a lawyer at Baker & McKenzie and Bowman Gilfillan in London and Johannesburg. He holds Series 7, 63 and 79 licenses provided by the Financial Industry Regulatory Authority in the USA. He is admitted as a member of the New York Bar, a solicitor in England and Wales (non-practising) and an attorney and notary in South Africa (non-practising). Matthew holds a BA and LLB in Law from the University of Witwatersrand.

NOTICE OF GENERAL MEETING

Anglo African Agriculture plc

(Incorporated and registered in England and Wales under the Companies Act 2006 with Registered Number 7913053)

NOTICE IS HEREBY GIVEN THAT a general meeting of Anglo African Agriculture plc (the "Company") will be held at New Liverpool House, 15-17 Eldon Street, London, EC2M 7LD on 25 October 2019 at 9:00am to consider and, if thought fit, to pass the following resolutions of which resolutions numbered 1 to 3 will each be proposed as an ordinary resolution and resolutions numbered 4 to 5 will each be proposed as a special resolution:

ORDINARY RESOLUTIONS

Resolution 1 – Share consolidation

THAT, in accordance with section 618 of the Companies Act 2006, every 20 existing ordinary shares of 0.1 pence each (the "Existing Ordinary Shares"), as shown in the register of members of the Company at the Record Date, be and are consolidated into one new ordinary share of 2 pence each in the capital of the Company (each a "New Ordinary Share") such New Ordinary Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the Existing Ordinary Shares as set out in the Company's articles of association for the time being, provided that, where such consolidation and subdivision would result in any member being entitled to a fraction of a New Ordinary Share, such fraction shall, so far as possible, be aggregated with the fractions of a New Ordinary Share (if any) to which other members of the Company would be similarly so entitled and the Directors be and are hereby authorised to sell (or appoint any other person to sell) to any person or persons any and all the New Ordinary Shares representing such fractions at the best price reasonably obtainable, and to distribute the proceeds of sale (net of expenses) in due proportion among the relevant members who would otherwise be entitled to the fractions so sold, save that (I) any fraction of a penny which would otherwise be payable shall be rounded up or down in accordance with the usual practice of the registrar of the Company, and (II) any due proportion of such proceeds of less than £5.00 (net of expenses) shall be retained by the Directors for the benefit of the Company and the relevant member shall not be entitled thereto (and, for the purposes of implementing the provisions of this paragraph, any director of the Company (or any person appointed by the Directors) shall be and is hereby authorised to execute one or more instrument(s) of transfer in respect of such New Ordinary Shares on behalf of the relevant member(s) and to do all acts and things the Directors consider necessary or desirable to effect the transfer of such New Ordinary Shares to, or in accordance with the directions of, any buyer of such New Ordinary Shares).

Resolution 2 – Section 551 authority

THAT, conditional upon Resolution 1 being passed, in accordance with section 551 of the Companies Act 2006 as amended (the "2006 Act"), the directors be generally and unconditionally authorised to allot New Ordinary Shares or grant rights to subscribe for, or to convert any security into, New Ordinary Shares, up to an aggregate nominal value of £16,000,000, including, conditional to Resolution 3 being passed, up to an aggregate nominal value of £6,200 specifically for the purpose of the off market purchase of New Ordinary Shares pursuant to the Buyback Agreement (defined in Resolution 3) provided that this authority shall, unless renewed, varied or revoked by the Company in general meeting expire at the conclusion of the next annual general meeting of the Company (or if earlier on the date falling six months after the next accounting reference date in 2020) save that the Company may at any time before such expiry make an offer or agreement which might require New Ordinary Shares to be allotted after such expiry and the directors may allow New Ordinary Shares to be allotted in pursuant of such offer or agreement notwithstanding that the authority hereby conferred has expired.

This resolution revokes and replaces all unexercised authorities previously granted to the Directors in accordance with section 551 of the 2006 Act but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

In this resolution 2 and resolution 4, "New Ordinary Shares" means ordinary shares of 2 pence each in the capital of the Company and the grant of any right to subscribe for, or to convert any security into, ordinary shares in the capital of the Company.

Resolution 3 – Buyback of shares

THAT the terms of an off-market buyback of ordinary shares in accordance with a buyback agreement (the "Buyback Agreement") proposed to be made between the Company and Corestar Holdings Limited and ZRH Nominees (0105) Limited for the purchase by the Company from ZRH Nominees (0105) Limited of 307,692 ordinary shares of 2 pence each in the capital of the Company at a price equal to their nominal value and being for a total consideration of £6,153.84 a copy of which has been produced to the meeting and made available at the Company's registered office for not less than 15 days ending with the date of this meeting be and is hereby approved and the Company be authorised to enter into the Buyback Agreement. This authority will expire on 1 October 2020.

SPECIAL RESOLUTIONS

Resolution 4 – Disapplication of pre-emption rights

THAT conditional upon Resolutions 1 and 2 being passed, the directors be and are hereby empowered pursuant to the Company's articles of association and section 570 of the 2006 Act, to allot equity securities (as defined by section 560 of the 2006 Act) for cash pursuant to the authority conferred by Resolution 2 above as if section 561 of the 2006 Act did not apply to any such allotments. Such power shall, subject to the continuance of the authority conferred by Resolution 2, expire at the conclusion of the next annual general meeting of the Company (or if earlier on the date falling six months after the next accounting reference date in 2020), but may be previously revoked or varied from time to time by special resolution but so that the Company may before such expiry, revocation or variation make an offer or agreement which would or might require equity securities to be allotted after such expiry, revocation or variation and the directors may allot equity securities in pursuance of such offer or agreement as if such power had not expired or been revoked or varied. This resolution revokes and replaces all unexercised powers previously granted to the directors to allot equity securities as if section 561 of the 2006 Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.

Resolution 5 - Shortening the period of notice for a general meeting

THAT the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than its annual general meeting) on 14 clear days' notice from the date of the passing of this resolution, such authority expiring at the conclusion of the next annual general meeting of the Company.

Dated: 1 October 2019

By order of the Board

Company Secretary: Stephen Clow

Registered Office: New Liverpool House 15-17 Eldon Street London, EC2M 7LD

Notes:

Existing Shareholders entitled to attend and vote at the General Meeting may appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the General Meeting instead of him, her or it. A proxy need not be an Existing Shareholder of the Company. An Existing Shareholder may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that Existing Shareholder. Any power of attorney or any other authority under which the Form of Proxy is signed (or a notarised certified copy of such power of attorney) must be included with the Form of Proxy.
A Form of Proxy is enclosed which, if required, should be completed in accordance with the instructions set out therein and returned, or lodged using the CREST Proxy Voting Service in accordance with note [12] below, so as to reach the Company's

Registrars, Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD, not later than 9.00 a.m. on 22 October 2019. Completion of a Form of Proxy will not preclude an Existing Shareholder from attending and voting at the General Meeting in person if they so wish.

Only those Existing Shareholders on the register of members at 6.00pm on 23 October 2019 (or if the General Meeting is adjourned 48 hours before the time fixed for the meeting) are entitled to attend and vote at the General Meeting in respect of the number of shares registered in their respective names at that time. Changes to entries on the register of members after that time will be disregarded in determining the rights of any person to attend or vote at the meeting. In the case of joint holders, where more than one of the joint holders purports to vote (including voting by proxy), the only vote which will count is the vote of the person whose name is listed before the other voters on the register for the share.
The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Act ("nominated persons"). Nominated persons may have a right under an agreement with the shareholder who holds the shares on their behalf to be appointed (or to have someone else through appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same share.
Shareholders are entitled to attend and vote at general meetings of the Company. The total number of issued Ordinary Shares on 30 September 2019 is 387,983,954, carrying one vote each on a poll. As of 30 September 2019, the Company does not hold any shares in treasury. Therefore, the total number of votes exercisable as at 30 September 2019 is 387,983,954.
Shareholders may not use any electronic address provided in either this notice of meeting or any related documents (including the enclosed Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.
The Company may process the personal data of attendees at the General Meeting. This may include photos, recordings and audio and video links, as well as other forms of personal data.
If you are in any doubt as to what action you should take, you are recommended to immediately seek your own personal financial or tax advice from your stockbroker, bank manager, solicitor, accountant, tax advisor or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your Ordinary Shares, please forward this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank manager, or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
CREST Shareholders who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting (and any adjournment of the meeting) by following the procedures described in the CREST Manual. CREST Personal Shareholders or other CREST sponsored Shareholders (and those CREST Shareholders who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST). The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 7RA11) by the latest time(s) for receipt of proxy appointments specified in note 2 above. For this purpose, the time of receipt will be taken to be held on their behalf by another person and who have been nominated to the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to a proxy appointed through CREST should be communicated to him by other means.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
A copy of this notice and other information required by section 311A of the Companies Act 2006 can be found at www.aaaplc.com.
If you have any questions about the General Meeting or need any special assistance at the General Meeting, please contact the Company Secretary at the registered office.
A copy of the Buyback Agreement will be available for inspection at the Company's registered office at New Liverpool House, 15-17 Eldon Street, London, EC2M 7LD and online at www.aaaplc.com, during normal business hours on any business day until the close of the General Meeting and will be available at the place of the General Meeting for at least 15 minutes prior to, and until the conclusion of, the General Meeting.

AI assistant

EVEREST GLOBAL PLC — Proxy Solicitation & Information Statement 2019

4934_rns_2019-10-01_216480a1-849d-4d69-ad89-aedcfd94f1b9.pdf

Anglo African Agriculture plc

VSA Capital Limited

IMPORTANT NOTICE

Cautionary note regarding forward-looking statements

Presentation of financial information

Presentation of market, economic and industry data

No incorporation of website information

Defined terms and references

TABLE OF CONTENTS

GLOSSARY OF TECHNICAL TERMS

DEFINITIONS

2. Information on Comarco Group

3. Summary financial information on the Comarco Group

4. Directors

Enlarged Group Directors

8. Sale of DIA

11. Action to be taken in relation to the General Meeting

12. Recommendation

PART 2 INFORMATION ON COMARCO GROUP

Business overview

Introduction

History and development

History of Comarco Group's marine contracting experience

History of the Comarco Port

Strong Oil and Gas Cycle 2008-2014

Port

Map of Comarco Port facilities.

Marine fleet

Clients

Limited liability companies (LLC)

General marine transport

Marine Equipment charter

Shipyard services

Charter of vessels

Marine construction:

Offshore pipe transport:

Vessel Charter and Supply Runs:

International oil companies (IOC)

Government bodies

Public listed companies (PLC)

International organisations

EPZ (export processing zone)

Contracts

Competitive advantage

Experienced management team with a proven track record

Strong historic track record

Comprehensive and value added port services

Integrated and bespoke marine and logistics solutions

Fleet of fit for purpose vessels suited to the operating environment, operated by qualified and experienced crew

Well-invested, comprehensive range of supporting equipment:

In-house technical, maintenance and repair capabilities

Strong health, safety and environmental ("HSE") culture

Revenue visibility from high-quality, long-term customers

Strategy

Port operations

Export processing zone

Private port facility

Marine logistic operations

Consolidate current position on East Coast of Africa

Growth through targeted vessel acquisitions

Fleet and equipment reliability

Expand market positions in East Africa and seek opportunities to establish operations in South and West Africa

Pursue long-term contracts to ensure continued revenue visibility and predictable cash flow

R&D, equipment and human resources development

Insurance

Health & safety and the environment

Health and safety

Environment

Management

Employees

Employment location

Training

PART 3 DIRECTORS

Directors of Anglo African Agriculture plc

Proposed Directors

Brian Hall (aged 73) – Non-Executive Chairman

Simon Phillips (aged 51) – Chief Executive Director

EVEREST GLOBAL PLC Proxy Solicitation & Information Statement 2019