The Company for Habitat and Housing in Africa “Shelter-Afrique ” (Established by a Constituent Charter in 1982, and incorporated in Kenya under the Shelter-Afrique Act, chapter 493C of the Laws of Kenya) (“Shelter-Afrique” or the “Issuer” or the “ Company ”) INFORMATION MEMORANDUM Information Memorandum in respect of an offer by the Issuer for Floating / Fixed Rate Medium Term Unsecured Notes of up to Kenya Shillings 1,000,000,000 due to mature in 2012 (the “Issue”) ARRANGERS LEAD SPONSORING STOCKBROKERS FISCAL AGENT & REGISTRAR & PLACING AGENTS CfC Stanbic Bank Limited CfC Stanbic Financial Services Limited Dyer & Blair Investment Bank Limited Suntra Investment Bank Limited LEGAL COUNSEL REPORTING ACCOUNTANTS Kaplan and Stratton Advocates Deloitte & Touche Date of this Information Memorandum [ ] IMPORTANT NOTICES & DISCLAIMERS The Issuer, having made all reasonable inquiries, confirms that this Information Memorandum contains all information with respect to itself and the Notes to be issued by it, which is material in the context of the Notes, that the information contained in this Information Memorandum is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Information Memorandum are honestly held and that there are no other facts the omission of which would make any of such information or the expression of any such opinions or intentions misleading. The Issuer accepts responsibility accordingly. Investors are notified that the above statement is not given by the Directors of the Issuer in their personal capacity as would usually be required by Regulation A.02 of Part C of the Capital Markets (Securities) (Public Offers and Listings) Regulations, 2002 as amended by the Capital Markets (Securities) (Public offers, Listing and Disclosures) (Amendment) Regulations, 2008. This is due to the nature of the Issuer as a multinational development institution whose directors are appointees of the member states and regional institutions. The Arrangers and the Placing Agents have relied on the information provided by the Issuer and the Issuer’s professional advisors. Accordingly, the Arrangers and the Placing Agents do not vouch for the accuracy or completeness of the information contained in this Information Memorandum and therefore do not accept any liability or responsibility in relation to information contained in this Information Memorandum. The Issuer has given an undertaking to the effect that, so long as any Note remains outstanding, in the event of any material adverse change in the financial condition of the Issuer which is not reflected in this Information Memorandum, it will prepare and send full particulars of such change to the Fiscal Agent (as defined in the Conditions of the Notes given below) who shall communicate the same to the Noteholders, the Capital Markets Authority (“ CMA ”) and the Nairobi Stock Exchange (“ NSE ”). Neither this Information Memorandum nor any other information supplied in connection with the Notes is intended to provide the complete basis of any credit or other evaluation, nor should it be considered as a recommendation by the Arrangers or the Placing Agents that any recipient of this Information Memorandum or any other information supplied in connection with the Issue should purchase any Notes. Each investor contemplating purchasing a Note should make their own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Information Memorandum nor any other information supplied in connection with the Issue constitutes an offer or invitation to any person by or on behalf of the Arrangers or the Placing Agents to subscribe for or to purchase any Notes. The delivery of this Information Memorandum does not at any time imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date indicated in the document containing the same. II No person has been authorized to give any information or make any representation other than that contained in this Information Memorandum and if given or made, such information or representation should not be relied upon as having been authorized by or on behalf of the Issuer, the Arrangers or the Placing Agents. The Notes will be privately placed with investors and will be available to the general public through secondary trading on the NSE after the date of listing of the Notes. Applications for participation may be processed through the Placing Agents, details of which are provided in this Information Memorandum (under Section 8 Subscription for Notes and Selling Restrictions ). The Notes may not be offered or sold, directly or indirectly, and neither this document nor any other Supplemental Information Memorandum or any prospectus, form of application, advertisement, other offering material or other information relating to the Issuer or the Notes may be issued, distributed or published in any country or jurisdiction, except under circumstances that will result in compliance with all applicable laws, orders, rules and regulations. The distribution of this Information Memorandum and the offer or sale of the Notes may be restricted by law in certain jurisdictions. Persons into whose possession this Information Memorandum or any Notes may come must first inform himself or herself about and observe any such restrictions. CAUTION: Prospective investors should carefully consider the matters set forth under the caption “ Key Investment Consideration and Risk Factors ” in Section 6 of this Information Memorandum. Please consult your investment adviser, stockbroker/dealer, lawyer, accountant, bank manager or other professional adviser on the meaning and impact of the contents of this Information Memorandum, and as to what action to take . RELEVANT APPROVALS: The CMA has [approved] {to be inserted after the CMA’s approval} the public offering and listing of the Notes on the Fixed Income Securities Market Segment (the “ FISMS ”) of the NSE. As a matter of policy, the CMA assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Information Memorandum. Approval of the Issue and/or listing is not to be taken as an indication of the merits of the Issuer or of the Notes. The NSE has [authorised] {to be inserted after the NSE’s approval} the Issuer to list the Notes on the FISMS. The FISMS is a segment of the official list of the NSE. The NSE assumes no responsibility for the correctness of any of the statements made or opinions or reports expressed or referred to in this Information Memorandum. Admission to the NSE is not to be taken as an indication of the merits of the Notes or the Issuer. The sale or transfer of Notes by Noteholders will be subject to the rules of the NSE, the terms and conditions endorsed on the Notes and the provisions of the Agency Agreement . There are currently no III other restrictions on the sale or transfer of Notes under Kenyan law. In particular, there are no restrictions on the sale or transfer of Notes by or to non-residents of Kenya. The Notes have not been and will not be registered under any other securities legislation whether in Kenya or any other country. IV INCORPORATION OF DOCUMENTS BY REFERENCE This Information Memorandum should be read and construed in conjunction with: 1. All supplements to this Information Memorandum circulated by the Issuer from time to time in accordance with the undertakings given by the Issuer in the Agency Agreement and as further described in the section headed “ Supplemental Information Memorandum ”; 2. Each pricing supplement relating to a Tranche of Notes issued under this Information Memorandum; and 3. The audited annual financial statements (and notes thereto) and any audited interim financial statements published subsequent to such annual financial statements of the Issuer for the five financial years prior to each issue of Notes under this Programme, which shall be deemed to be incorporated in, and to form part of, this Information Memorandum and which shall be deemed to modify and supersede the contents of this Information Memorandum. The Issuer will provide free of charge to each person, a copy of any of the documents deemed to be incorporated herein by reference, unless such documents have been modified or superseded. Requests for such documents shall be directed to the Issuer at its respective office as set out in this Information Memorandum. V SUPPLEMENTAL INFORMATION MEMORANDUM The Issuer hereby gives an undertaking to the Lead Sponsoring Stockbrokers and Placing Agents that if at any time during the tenor of the Issue there is a significant change affecting any matter contained in this Information Memorandum the inclusion of which would reasonably be required by investors and their professional advisors and would reasonably be expected by them to be found in this Information Memorandum for the purpose of making an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the rights attaching to the Notes, the Issuer shall prepare an amendment or supplement to this Information Memorandum or publish a replacement Information Memorandum for use in connection with any subsequent offering of Notes. The Issuer shall seek the prior approval of the CMA and the NSE in connection with any proposed amendment or supplement to this Information Memorandum and the Issuer shall, in addition, supply to the, Lead Sponsoring Stockbrokers and Placing Agents, the CMA and the NSE in Kenya such number of copies of such supplement to this Information Memorandum or replacement Information Memorandum as the Lead Sponsoring Stockbrokers and Placing Agents, the CMA and the NSE may reasonably require or as may be required to be provided by law. If the terms of the Issue are modified or amended in a manner which would make this Information Memorandum, as supplemented, inaccurate or misleading, a new Information Memorandum will be prepared by the Issuer after seeking the approval of the CMA and the NSE.