Information Memorandum by Grameen CA Foundation

Grameen Crédit Agricole Social Business Fund … accompanying Social Businesses …

The Grameen Crédit Agricole Social Business Fund Information Memorandum “ When I see a social problem, I come up with a business solution to it. I’ve created over 50 Social Business companies without getting a dollar out of them. In Social Businesses, making money is a means not an end, money is recycled within the system.”

Professor Yunus Nobel Peace Prize Laureate Founder of the Grameen Bank Initiator of the idea of social business

Luxembourg, August 2012

Grameen Crédit Agricole Social Business Fund … accompanying Social Businesses …

Disclaimer

Content Disclaimer 1.

The Fund at a glance

People

Vision: Social Business to solve social problems

Investment policy

Examples of social businesses

The offer to investors

Fees and other costs

Risk and conflict of interest considerations

Definitions

10. Directory

This document was prepared by Grameen Credit Agricole Microfinance Foundation, a foundation under Luxembourg law with headquarters at 5 Allée Scheffer L-2520 Luxembourg. This document is intended exclusively for institutional, professional, qualified and sophisticated investors and distributors. It may not be distributed to the public, nor given to private clients or individuals within the meaning of any jurisdiction, or to “US Persons”. Targeted Investors, with regard to the European Union, are «professional" investors as defined in Directive 2004/39/EC of 21 April 2004 "MIF" or, as appropriate within the meaning of each local regulatory system. With respect to supply in Switzerland, "qualified investors" are those within the meaning of the provisions of the Federal Act on Collective Investment Schemes (CISA), the Ordinance on Collective Investment Schemes of 22 November 2006 (CISO) and FINMA Circular 08 / 8 for the purposes of the legislation on collective investment of 20 November 2008. This document must not be distributed in the European Union to investors who are not "professionals" under MiFID or within the meaning of each regulatory system, or in Switzerland to investors who do not meet the definition of qualified investors" within the meaning of local laws and regulations. This document is provided for information purposes only and does not constitute a recommendation, solicitation or offer, advice or an invitation to buy or sell units or shares of the SICAV-FIS project presented in this document and should in no way be interpreted as such. All information contained herein is subject to change without notice. Grameen Credit Agricole Microfinance Foundation accepts no liability, direct or indirect, that may result from the use of any information contained in this document. Grameen Credit Agricole Microfinance Foundation cannot be held responsible for any decision taken on the basis of this information. The information in this document is communicated on a confidential basis and may not be copied, reproduced, modified, translated, or distributed without the prior written consent of Grameen Credit Agricole Microfinance Foundation, to any third party or in any country where such distribution or use would be contrary to the laws and regulations in force or compel Grameen Credit Agricole Microfinance Foundation to comply with registration requirements under the supervisory authorities of these countries.

Grameen Crédit Agricole Social Business Fund … accompanying Social Businesses …

1. The Grameen Crédit Agricole Social Business Fund at a glance This section summarizes major information relating to the Grameen Crédit Agricole Social Business Fund (GCAF). Investors should read the Prospectus before deciding to invest into the Fund. Name of the Fund Grameen Credit Agricole Fund

Fund Description Grameen Crédit Agricole Social Business Fund (The Fund) is the Sub-Fund of a Specialized Investment Fund, regulated according to the provisions of the Luxembourg Law of 13 February 2007, and supervised by the Commission de Surveillance du Secteur Financier (CSSF). The Fund is incorporated in the Grand Duchy of Luxembourg as a cooperative organized as a public limited company (société coopérative organisée comme une société anonyme). It aims to mobilize well informed and socially motivated investors, public or private, to join forces with the Grameen Credit Agricole Microfinance Foundation and to engage in the fight against poverty following the inspiration of Professor Yunus.

Social Business – Concepts Social Business, as defined by Prof. Yunus, is an innovative concept at the crossroads of entrepreneurship and solidarity. Social Business mobilizes the philosophy of business to serve in the fight against poverty and to provide the poor with access to food, water, health, education, housing, energy, communication ….

Being a social business fund, the Fund will not distribute any dividend to investors. The management objective of GCA Fund is to allow investors to recoup the nominal amount of their investment. Investors commit to recycle any income or capital gain beyond their Subscribed amount, distributed at the time of liquidation of the Fund, into new social business investments.

Investment Policy The Fund may invest in all kinds of Social Businesses provided that their global mission is to help reduce poverty or alleviate social problems. It is fully invested in Social Businesses, located mainly in developing countries. While pursuing social goals similar to traditional philanthropic approaches, it seeks higher economic and social effectiveness for each euro invested. Investee companies are selected on the basis of their robust economic model and their indisputable social mission. Priority will be given to Social Businesses related to agri-food sectors. Selection and analysis of projects follow a rigorous process, including financial and social criteria, and taking into account risk diversification.

This social mission lies at the heart of the strategy of a Social Business enterprise. Its sustainability is ensured by its economic performance as a business. Social Business companies must be profitable, but these profits are to be used to increase affordability of products or services, upgrade their quality, improve working conditions, or finance other Social Businesses. Social Businesses do not seek financial enrichment of their investors but the creation of social value. This social value should be assessed through relevant social indicators.

The Fund invests through equity and debt instruments in even proportions.

Investment Objective

Board of Directors

The Fund is a Social Business fund seeking to help to bridge the gap between potential socially motivated investors and promising Social Businesses needing capital to grow. It aims to provide financing for Social Business initiatives, particularly but not exclusively in developing economies, addressing basic needs of the poor.

The Board of Directors consists of representatives of Grameen Crédit Agricole Microfinance Foundation, investors and qualified individuals.

The Fund only takes minority stakes in equity holdings, together with entrepreneurs and companies having the relevant industrial expertise and management capacity. Country-wise, the investment focuses first on Sub-Saharan Africa, Middle East and North Africa, South and South-East Asia. To a limited extent, up to 25%, the Fund may invest in Social Business Companies located in developed countries.

Grameen Crédit Agricole Social Business Fund … accompanying Social Businesses … Investment Committee

Minimum Investment Amount

An Investment Committee, established by the Board of Directors, approves all investment proposals.

EUR 125,000

Total amount of the Fund and closing Role of the Grameen Credit Agricole Microfinance Foundation As the initiator of the Fund, the Foundation has provided the impetus for the Fund and defined its philosophy. In order to guarantee that the Fund reflects the fundamental principles and strategies of its founders, the Foundation will maintain significant influence over Funds Governance. The Foundation is entitled to propose to the general meeting of Shareholders a list of candidates from which a majority of the Board members will need to be appointed. In addition, the Foundation will act as Investment Advisor for the Fund. In consideration for advisory services rendered to the Fund, the Foundation will receive full reimbursement for all its documented costs without margins. The Foundation will also be a significant shareholder, particularly of subordinated shares.

Duration of the Fund The Fund is established for a period of ten years and may be extended for up to two consecutive one-year periods, upon decision of the General Meeting of shareholders.

Entry fee An entry fee is payable upon investment. This will be used to partly cover management costs. Depending on the net asset value at the time of liquidation, this fee will be available for recovery.

Advisory, operational and administrative costs Advisory, operational and administrative costs, as well as costs and expenses of establishing the Fund are deducted from the assets of the Fund.

The Fund has a target of € 20M to be reached within the first 3 years.

Share classes Two Classes of Shares are offered, namely Class A Shares and Class B Shares. Each of these classes involves a different level of risk since Class B Shares are subordinated to Class A Shares. As a consequence, Class B Shares shall first absorb any losses of the portfolio. There are two categories of Class A Shares namely A1 and A2. Only Class A1 Shares are subject to an Entry Fee. Class A2 Shares are reserved for investors who (i) are “sponsored” by another Investor who acquires Class B Shares or (ii) themselves acquire Class B Shares representing at least 10% of the Invested Amount of the relevant Class A2 Shares. The protection offered to Class A Shares by the subordination of Class B Shares shall only apply upon the liquidation of the Fund. In other words, this protection will not apply in case of an exit through redemption of shares before the liquidation of the Fund.

Quality of Target Investors The Fund targets professional, institutional or well informed investors motivated by the social dimension of projects and who share our belief that investing in Social Business companies represents an efficient means in the fight against poverty, which is complementary to a purely philanthropic approach.

“The Grameen Credit Agricole Social Business Club” Investors and qualified individuals willing to be more closely involved in the life of the Fund and to support its operations through advice, networking or technical assistance on a voluntary basis are invited to join the “Grameen Crédit Agricole Social Business Club”.

Grameen Crédit Agricole Social Business Fund … accompanying Social Businesses …

2. People The Board of Directors The Board is responsible for defining and implementing the investment objective of the Fund and to decide on the investment policy to be pursued. As per the Articles of Association of the SICAV, Grameen Credit Agricole Microfinance Foundation has the right to propose to the general meeting of shareholders a list of names of candidates for the position of directors of the Fund from which a majority of the directors of the Fund must be appointed.

Board members Professor Muhammad Yunus, Executive Trustee of Grameen Trust Professor Muhammad Yunus is the father of microcredit, the father of Social Business, the founder of Grameen Bank and the founder of more than 50 companies in Bangladesh. In 2006, Professor Yunus and Grameen Bank were jointly awarded the Nobel Peace Prize. For his constant innovation and enterprise, Fortune Magazine named Professor Yunus in March 2012 as “one of the 12 greatest entrepreneurs of our time”. Mr Jean-Michel Sévérino, Manager Investisseur et Partenaire Conseil Jean-Michel Sévérino is General Inspector of Finances at the French Ministry of Finances. He is the former Director of the French government international development agency - Agence française de développement (AFD). He was initially appointed in 2001 for a three-year term, which was renewed in 2004 and 2007. He was previously Director in charge of international development at the French Ministry of Cooperation then Vice President for Asia at the World Bank. Mr Christian Talgorn, Chairman of the Caisse Régionale de Crédit Agricole Morbihan Christian Talgorn, Chairman of the Caisse Régionale de Crédit Agricole Morbihan is a member of the Compensation Committee of Crédit Agricole SA. He is Deputy Chairman of the European Association of Cooperative Banks and Professor of Law at the Université de Bretagne Sud. Mr Jean-François Abadie, Managing Director of Crédit Agricole Luxembourg S.A. Managing Director of Crédit Agricole Luxembourg S.A., Jean-François Abadie is also a Board member of the Luxembourg Stock Exchange. Mr Jean-Luc Perron, Managing Director of Grameen Crédit Agricole Foundation Jean-Luc Perron began his career at the French Ministry of Agriculture as Head of the Budget Division. He then became Financial Advisor to the Minister of Agriculture. In 1985, he moved to Credit Agricole SA where he held various positions. Jean-Luc Perron played a material role in the design and establishment of the microfinance initiative jointly undertaken by Grameen Trust and Credit Agricole.

Board Member seats will be offered to partners willing to accompany this initiative through sharing their knowledge and experience or by taking a stake together with the Foundation in the Junior tranche.

Grameen Crédit Agricole Social Business Fund … accompanying Social Businesses … The Investment Committee The Board has established an Investment Committee that makes investment and divestment decisions.

Investment Committee members Professor H. I. Latifee, Managing Director of Grameen Trust Professor Latifee is the Managing Director of Grameen Trust, the international arm of Grameen Bank, which has set up more than 139 replication programmes in 38 countries. Before joining Grameen Trust in 1994, he taught as Professor of Economics at the University of Chittagong. Professor Latifee is considered as an expert in the area of Microfinance. He holds a B.A. and M.A. from Dhaka University in Bangladesh as well as an M.A. in Development Economics from Boston University. Mr. Raphaël Appert, CEO of Caisse Régionale Centre Est. Raphaël Appert joined the Crédit Agricole Regional Bank in Reims (CRCA Nord Est) in 1983. He later held various positions in marketing and commercial, credit and risk in various regional banks of Crédit Agricole before being appointed CEO of Caisse Régionale Centre Est. Mr. Yves Couturier, Former General Secretary of Fédération Nationale du Crédit Agricole. Yves Couturier was Chief Executive Officer of various regional banks of Crédit Agricole between 1987 and 2007: Hautes – Pyrénées, Vienne, Indre et Loire, Touraine Poitou, Sud Rhône Alpes. He was elected General Secretary of the Fédération Nationale du Crédit Agricole, and was also a Director, then Deputy Chairman of the Board of Directors of Credit Agricole S.A.

Investment Committee Member seats will be offered to partners willing to accompany this initiative through sharing their knowledge and experience or by taking a stake together with the Foundation in the Junior tranche.

Grameen Credit Agricole Social Business Club The Board has established a club consisting of representatives of some investors and qualified personalities to support and promote the development of the Grameen Crédit Agricole Fund notably in terms of marketing, identification of new projects and linkage with the relevant business and finance communities. They will be offered the opportunity to participate in meetings, conferences and field trips.

Grameen Crédit Agricole Social Business Fund … accompanying Social Businesses … Grameen Credit Agricole Foundation, Exclusive Advisor to the Fund The Grameen Crédit Agricole Foundation has provided the impetus for and defined the philosophy of the Fund. The Foundation will be in a position at all times to guarantee that the investment policy and portfolio of the Fund reflect the fundamental principles and strategies of its two Founders, namely Grameen Trust and Crédit Agricole SA. To this effect, the Foundation will maintain a significant influence over the governance of the Fund so as to ensure that it complies at all times with the philosophy, mission and principles of the Foundation. In addition, the Foundation has been appointed by the Board as exclusive advisor to the Fund. It therefore provides the following services: • identification, valuation (analysis and due diligence), selection of investment opportunities; • submission of investment files to the Investment Committee for approval; • negotiation and structuring of target investment and disinvestment opportunities; • review, supervision and monitoring of investments and management of the Fund's relationship with its target investments; • advice to the Investment Committee on loan recovery; • contribution to regular information for investors on financial and social aspects as well as on social impact measures; • reporting to the Board; • contribution to the determination of the value of the assets; • contribution to mandatory reporting to be made by the Board to the CSSF; • representation of the Fund at the board meetings of the funds/companies whose shares/units are held by the Fund; and • any other services as agreed from time to time between the Fund and the Investment Advisor.

Day-to-Day Managers The Board has decided to appoint two Day-to-Day Managers who are both employees of the Foundation, Pascal Webanck and Christophe Person. They will implement investment and disinvestment decisions made by the Board or by the Investment Committee. They are also in charge of financial management of the portfolio of the Fund, risk management, reporting to shareholders, relations with third parties including supervisory authorities or external consultants, organization of internal administrative procedures, validation of the net asset value calculation carried out by the Administrative Agent and any other regular day-to-day tasks delegated by the Board.

Grameen Crédit Agricole Foundation, Initiator of the Fund The Grameen Crédit Agricole Microfinance Foundation (the Foundation) is a not for profit organization dedicated to the alleviation of poverty through microfinance and Social Business. It was established in September 2008 by Credit Agricole SA and Grameen Trust under the laws of the Grand Duchy of Luxembourg. At its inception, the Foundation received a € 50 million endowment from Credit Agricole SA for the implementation of its mandate. The Foundation is the fruit of a unique partnership between Crédit Agricole SA and Professor M. Yunus, Nobel Peace Prize Laureate in 2006 and founder of Grameen Bank. By pooling their names, their skill sets and their ability to act and exert influence through the Foundation the two founder organizations intend to make a specific contribution to achieving the objectives of reducing poverty and malnutrition as adopted at the Millennium Summit. Based on its successful track record, Grameen Crédit Agricole Microfinance Foundation decided to expand its activities to the field of Social Business in line with its Articles of Association and to initiate an investment vehicle fitting the principles of Social Business.

Grameen Crédit Agricole Social Business Fund … accompanying Social Businesses …

3. Vision – Social Business to solve social issues For nearly 40 years, Prof. Yunus and his family of organizations have pioneered financially sustainable approaches to poverty reduction, initially in Bangladesh and increasingly across the world. Success stories include the Grameen Bank for Microfinance, Grameen Shakti for renewable energy in rural areas, the Grameen Eye Hospital, the Grameen Caledonian College of Nursing, the Grameen Danone Foods initiative, and the Grameen-Veolia drinkable water project among many others. Over time, Prof. Yunus has come to see common threads running through all these endeavours – a social mission, a search for financial sustainability and selflessness – and has formalized the concept of Social Business:

A Social Business mission seeks to address a social or environmental need in a financially sustainable way. A Social Business company does not seek the personal enrichment of its shareholders but is entirely dedicated to achieving social goals. Therefore, profits are reinvested within Social Business and, over a period of time, investors may only recoup their investment amount.

A Social Business is neither a charitable non-profit nor a normal profit-making business. Unlike a typical non-profit organization, a Social Business has a clear revenue model, is not dependent on donations or subsidies, expects to generate an operating surplus and intends to repay its investors. Experience has proved that a "business" and "market" mind-set may lead to greater product and process innovation, operational discipline and efficient use of resources in an organization, which can help it to meet social needs better. This feature distinguishes a Social Business from a non-profit organisation.

Investors are able to recoup their investment sum but have no expectation of personal gain. Investors in a Social Business Fund have no expectations of personal gain and they explicitly commit to reinvesting any profit they might receive within the Social Business. Reinvestment may be in the original Social Business or in another business. This "selfless" aspect, which distinguishes Social Business, is intended to safeguard the social mission and shield its management team from any potential shareholder pressure to erode social impact objectives in favour of profit maximizing objectives.

The Eight Millennium Development Goals In 2000, nations and global financial institutions made a promise to free people from extreme poverty. This Pledge became the Eight Millennium Development Goals to be achieved by 2015: Eradicate extreme poverty and hunger Achieve universal primary education Promote gender equality and empower women Reduce child mortality Improve maternal health Combat HIV/AIDS, malaria, and other disease Ensure environmental sustainability Develop a global partnership for development Significant progress towards the MDGs has been made by some countries. However, efforts to achieve the MDGs by 2015 still need to be intensified. These efforts need to address disparities in progress between urban and rural areas, and increase efforts to target the hardest to reach populations of the world, namely the extremely poor and those disadvantaged owing to their sex, age, ethnicity or disability. Today more than a billion of the world’s population live below the poverty threshold (less than 1.25 dollar per day). The poor lack access to essential goods and services, which jeopardizes both their social and economic development.

Grameen Crédit Agricole Social Business Fund … accompanying Social Businesses …

4. Investment policy By developing innovative and affordable products and ensuring an inclusive value chain, Social Business contributes to an improved overall quality of life, creating wealth with spill-over effects to the benefit of the wider population. It also contributes to the provision of basic needs including water, sanitation, energy, housing, health care and communication services. By including low-income communities both on the supply side (inclusive value chains), as producers, distributors, employees or business owners at various points along the value chain, and on the demand side, Social Business generates pro-poor jobs and income at the local level. It also enables the poor to obtain more information and training on productive processes. It offers new opportunities to marginalized groups and increases empowerment opportunities for the poor.

A Social Business model can be implemented in every productive sector. Because the Fund will mainly target rural areas, Social Businesses to be supported would operate mainly in the fields of agribusiness, rural small scale trade, craft and SMEs as well as local economic development.

Sectors The Fund targets two categories of Social Business: •

Priority is given to "industrial" Social Businesses that either produce or distribute products or services essential to the poor or create an incentive value chain for the benefit of the poor. The "industrial" Social Business involves the agricultural and food industries, access to water, energy, housing and sanitation, health, education and information technology, with a specific focus on agriculture and food industries.

•

The remaining part of the Fund's portfolio targets Social Businesses that aim to promote access to financial services for the poor, either directly (microfinance institutions meeting Social Business criteria) or indirectly (market infrastructure or service providers offering financial services for the benefit of the poor or business development services to Social Businesses).

Geographical scope The Fund invests a majority of its total assets in Social Businesses located in Developing Countries. Priority geographical areas are Sub-Saharan Africa, the Mediterranean and Middle East, South Asia and South East Asia. As a complement, the Fund is allowed to invest a minority part of its assets in Social Businesses located in developed countries.

Investment instruments The Fund develops its investment portfolio through a range of financing and technical assistance products meeting the specific needs and the particular stage of development of its target investees. The Fund intends to support Social Business by equity capital and debt financing in approximately similar proportions.

Technical assistance The Fund will seek to attract donor support to fund technical assistance projects for its portfolio investees in addition to the funds provided in the form of equity, loans or guarantees.

Grameen Crédit Agricole Social Business Fund … accompanying Social Businesses …

5. Examples of Social Businesses in the GCA Fund portfolio La Laiterie du Berger - Senegal La Laiterie du Berger (Shepherd’s Dairy) offers a business solution to poor nutrition and poverty in the Sahel region of north Senegal. It collects milk from more than 950 Fulani herders for processing into fresh dairy products. As the unique market outlet for these herders, the Laiterie du Berger promotes the local dairy industry and livestock and strengthens the economic fabric in rural areas. It also contributes to better food security in Senegal where 90% of dairy consumption depends on powdered milk imports.

Grameen Danone Foods Ltd - Bangladesh Grameen Danone Foods Limited (GDFL) is a joint-venture founded in Bangladesh in March 2006 by Grameen and Danone groups. As a pioneer of social business, GDFL aims to improve children’s health with a yogurt specially made to satisfy dietary deficiencies mainly found among children, and affordable to those on the lowest budgets. To implement this project, GDFL settled within the socio-economic fabric of Bogra region, 250km to the north of Dhaka, to promote incomegenerating activities. GDFL buys milk from small farms and is developing a rural door to door sales network (Grameen Ladies).

PhileoL - Madagascar PhileoL-Madagascar was created in 2008 by, a French chemistry engineer and two Malagasy agronomic engineers. PhileoL’s mission is to provide business solutions to poverty in the poorest and most remote region of Madagascar, namely Androy. To achieve this, it is establishing an inclusive value chain based on oil crop farming, with the castor oil value chain in the forefront. It also focuses on creating social value all along the value chain by creating jobs, increasing revenues and capacities of the farmers, and improving the livelihood of communities. PhileoL’s objective is to become a significant supplier in the vegetable oil value chain in Madagascar, while setting up a sustainable development model, which could be scaled up and replicated.

Grameen Crédit Agricole Social Business Fund … accompanying Social Businesses …

6. The Offer The Fund is designed for investors who are willing to invest over the long term. The Fund is therefore intended for investors without an immediate need for redemption of their investment and who can handle the risk of losing part or all of their investment. A minimum Subscribed Amount of EUR 125,000 shall apply to Other Well-Informed Investors who are not subject to an assessment made by a credit institution within the meaning of Directive 2006/48/EC or an investment firm within the meaning of Directive 2004/39/EC or a management company within the meaning of Directive 2001/107/EC certifying his/her/its expertise, his/her/its experience and his/her/its knowledge in adequately appraising an investment in the Fund.

The Fund targets socially motivated public and private investors who are looking for an investment in true Social Businesses. Potential investors should be aware that, while seeking to allow investors to recoup their investment in nominal terms, the Fund will seek to maximize social impact. Two classes of shares are offered in the Fund Two classes of shares are offered in the Fund, namely Class A Shares and Class B Shares. Each of these classes bears a different level of risk and is offered in the form on non-distribution shares. Accordingly, these shares will not entitle their holder to the payment of dividends. Class B Shares are fully subordinated to Class A Shares. As a consequence, Class B Shares shall first absorb losses in the portfolio of the Fund. However, attention of Investors is drawn to the fact that the protection offered to Class A Shareholders by the subordination of Class B Shares shall only apply upon liquidation of the Fund. This protection will therefore not apply to Class A Shareholders having requested (and obtained) the redemption of their Shares prior to the liquidation of the Fund.

The Grameen Credit Agricole Microfinance Foundation, as initiator of the Fund, will invest a significant sum divided between Class A Shares and Class B Shares. Its investment in Class B Shares will be subordinated to Class A shares in order to achieve a leverage effect on investors of Class A Shares. A-Shares / Ordinary Shares, at € 10,000 per share during the initial offer period Shareholders in Class A Shares should be aware that the cover granted to Class A Shares through the subordination of Class B Shares of the Fund is not a guarantee that the NAV per share of Class A Shares will never decrease. Shareholders in Class A Shares should also note that the coverage is effective only as long as there is sufficient Net Asset Value attributable to Class B Shares to cover losses of the Fund's portfolio. There shall be two categories of Class A Shares, namely Class A1 Shares that are subject to an Entry Fee and Class A2 Shares that are not subject to an Entry Fee. Class A2 Shares are reserved for Investors (i) who are “sponsored” by another Investor who acquires Class B Shares or (ii) who themselves acquire Class B Shares, in both cases for an Invested Amount representing at least 10% of the Investment Amount of the relevant Class A2 Shares.

B-Shares / Subordinated Shares at € 1,000 per share during the initial offer period The value of Class B Shares shall represent at least 10% of the value of the Fund in order to provide the aforementioned coverage. Additional subscriptions of Class A Shares will be subject to this safeguard ratio.

Grameen Crédit Agricole Social Business Fund … accompanying Social Businesses … Entry Fee / (Initial charge) The Invested Amount of Class B Shares and of Class A1 Shares will be increased by an Entry Fee, calculated as a percentage of the Invested Amount. The Entry Fee is notably intended to partly cover operating costs. The Entry Fee rate shall be equal to 3% of the Invested Amount for Shares subscribed with respect to the First Closing. An actualized rate of 2 additional per cent per annum (calculated pro rata temporis on the basis of the time elapsed since the First Closing) will be applied for Shares subscribed at Subsequent Closings. The actualized rate applicable to subscriptions received at Subsequent Closings will be capped so that the total Entry Fee payable by an Investor at a Subsequent Closing shall not exceed 7% of the Invested Amount.

The Fund will be a Social Business itself. Although investors in a Social Business may recoup their investment amount, they receive no personal financial gain. This "selfless" aspect of Social Business investing is one of the distinguishing features of Social Business. It is intended to safeguard the social mission of a Social Business and to shield its management team from any potential shareholder pressure to erode social impact objectives in favour of profit-maximizing objectives. The Fund will not make dividend distributions and financial returns will be reinvested in the Fund to expand its outreach. Shares redeemed before the liquidation of the Fund will be redeemed at a price corresponding to the lower of the subscription price and the Net Asset Value per Share determined as at the relevant Redemption Day.

All Investors in the Fund explicitly commit to reinvest any amount they may receive beyond their Subscribed Amount, (meaning invested amount + entry fee), whether obtained through selling price of their shares or upon the occasion of the liquidation of the Fund, in Social Business of their own or through a dedicated fund or foundation.

Upon liquidation of the Fund, proceeds from the liquidation that are available for distribution amongst shareholders after payment of all liabilities will be distributed as follows: • 100% of the liquidation proceeds will be allocated to Class A Shareholders until each of them has received an amount equal to 100% of its Invested Amount; • 100% of the remaining proceeds will be allocated to Class B Shareholders until each of them has received an amount equal to 100% of its Invested Amount; • 100% of the remaining proceeds will be allocated to Class A1 Shareholders until each of them has received an amount equal to 100% of its Entry Fee; • 100% of the remaining proceeds will be allocated to Class B Shareholders until each of them has received an amount equal to 100% of its Entry Fee; • The remaining proceeds (if any) will be shared between all Shareholders on a pro-rata basis considering the Invested amount.

Grameen CrĂŠdit Agricole Social Business Fund â&#x20AC;Ś accompanying Social Businesses â&#x20AC;Ś

7. Fees and expenses Board members No remuneration will be paid by the Fund to Board members. The Fund shall however reimburse Board members for their reasonable out-of-pocket and travel expenses incurred in relation to their duties as Board members.

Investment Committee No remuneration will be paid by the Fund to the members of the Investment Committee of a Fund. The Board may however decide that the Fund shall reimburse to the members of the Investment Committee their reasonable out-of-pocket and travel expenses incurred in relation to their duties as members of the Investment Committee.

Investment Advisor The Foundation is entitled to be fully compensated for its functioning costs in rendering services to the Fund without profits. The budget of the Fund will be approved by the Board. The Foundation expects to receive the support of several partners willing to subsidize the management and operating costs of the Fund or the development of its projects. These partners may include development financial institutions, foundations and banking institutions. Where subsidies take the form of cash, the Foundation commits to reduce the compensation to which it is entitled in accordance with the above by the amount of the subsidies received from its partners.

Day-to-Day Manager The two appointed Day-to-Day Managers are remunerated by the Foundation. The Foundation will be entitled to seek compensation of the remuneration paid to the Day-to-Day Managers when acting in their capacity as such.

Formation and launching expenses of the Fund The costs and expenses of establishing the Fund will be advanced by the Foundation, which will be entitled to seek reimbursement of such costs and expenses from the Fund.

Custodian, administrative, domiciliary and registrar Fees The Custodian and the Administrative Agent are entitled to receive fees from the assets of the Fund calculated in accordance with normal banking practice in Luxembourg.

Other fees and expenses of the Fund The Fund also pays the costs and expenses (i) of all transactions carried out by it or on its behalf and (ii) of the administration of the Fund, including inter alia (a) the charges and expenses of legal advisors, and the Auditor, (b) brokers' commissions (if any) and any issue or transfer taxes chargeable in connection with any securities transactions, (c) all taxes and corporate fees payable to governments or agencies, (d) financial charges if any, (e) communication expenses with respect to investor services and all expenses of meetings of shareholders and of preparing, printing and distributing financial and other reports, proxy forms, Memorandum of Offer and similar documents, (f) the cost of insurance (if any), (g) litigation and indemnification expenses and extraordinary expenses not incurred in the ordinary course of business, being inter alia the cost of obtaining and maintaining the listing of the shares, as the case may be and marketing and promotional expenses, and (h) all other organizational and operating expenses.

Grameen Crédit Agricole Social Business Fund … accompanying Social Businesses …

8. Risk and conflict of interest considerations Risk considerations Investors should be aware that investments facilitated by the Fund are subject to certain risks including currency risks, risks linked to debt or equity transaction with the investment targets, risks linked to the investment in non-listed or non-transferable securities and risks linked to indirect investments. Investors should read the entire Memorandum of Offer for more details. A Risk Management Procedure of the Fund, compliant with the Luxembourg SIF Law and best market practices, has been sent for the attention of the Commission de Surveillance du Secteur Financier of Luxembourg. Furthermore, Crédit Agricole S.A., as the founder of the Foundation has included the Foundation, since its inception, in its own Internal Control perimeter vis à vis the French Banking Supervisory Authority (Autorité de Contrôle Prudentiel, ACP) and has requested the Foundation to implement a Risk Management Procedure. The agreement between the Foundation and Crédit Agricole S.A will be extended to the Social Business activities that the Foundation will undertake within its mandate as exclusive advisor of the GCASBF.

Conflict of interest considerations Pursuant to the foregoing Article 42bis (2) of the SIF Law, the Fund is required to be structured and organized in such a way as to minimize the risk of the Fund’s investors' interests being prejudiced by conflicts of interest between the Fund and, as the case may be, any person contributing to its activities or any person linked directly or indirectly thereto. The Board has identified the Relevant Persons and, for each of them, has determined the degree of potential conflict of interest as well as the initial measures required to be taken in order to reasonably consider that any potential conflicts of interest were adequately avoided.

Grameen Crédit Agricole Social Business Fund … accompanying Social Businesses …

9. Definitions "Administrative Agent"

means CACEIS Bank Luxembourg acting in its capacity as administrative, domiciliary or registrar and transfer agent of the Fund

"Auditor"

means Deloitte S.A. Luxembourg

"Board"

means the board of directors of the Fund

"Developed Countries"

refers to countries where social and business activity is the most industrialized, as determined at the Board's sole discretion

"Developing Countries"

refers to countries where social and business activity is in the process of growth and industrialization, as determined at the Board's sole discretion

"Eligible Investor"

means an investor who qualifies as well-informed investor within the meaning of the Law, i.e. an Institutional Investor, a Professional Investor and/or an Other Well-Informed Investor

"Entry Fee"

means the entry fee payable by each Shareholder subscribing to Class B Shares or Class A1 Shares in addition to the Invested Amount

"Foundation"

means Grameen Crédit Agricole Microfinance Foundation

"Fund"

means Grameen Crédit Agricole Social Business Sub-Fund

"Invested Amount"

The Invested Amount is obtained by multiplying the number of Shares by the issue price of the relevant Shares. For the avoidance of doubt, the Entry Fee is not part of the Invested Amount means the Grameen Crédit Agricole Microfinance Foundation

"Investment Advisor" "Social Business"

means a business whose mission is to address a social or environmental need in a financially sustainable way. A Social Business company does not seek the personal enrichment if its shareholders but is entirely dedicated to achieving social goals. Therefore, profits are reinvested within Social Business and, over a period of time, investors in Social Business companies may only recoup their investment amount

"Social Business Fund"

means an investment fund acting as a Social Business itself. A Social Business Fund does not seek the personal enrichment of its investors but is entirely dedicated to achieving social goals. Therefore, investors in a Social Business Fund irrevocably commit to recycle any profit beyond their Subscribed Amount within the field of Social Business

"Subscribed Amount"

means the sum of the Invested Amount and the Entry Fee

Grameen Crédit Agricole Social Business Fund … accompanying Social Businesses …

10.