In furtherance of your application to obtain funding under the Africa Finance Corporation’s US$2 billion African Economic Resilience Facility (the “Programme”), by your acceptance of these terms and conditions, you agree as follows, in relation to all Confidential Information supplied to us, by you:

Confidentiality

1. Confiedentiality Undertaking

We undertake:

1.1 to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by paragraph (A)2 below and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to our own confidential information;

1.2 to keep confidential and not disclose to anyone except as provided for by paragraph (A)2 below the fact that the Confidential Information has been made available or that discussions or negotiations are taking place or have taken place between us and you in connection with the Programme; and

1.3 to use the Confidential Information only for the Permitted Purpose.

2. Permitted Disclosure

You agree that we may disclose such Confidential Information and such of those matters referred to in paragraph (A)1.2 above as we shall consider appropriate:

2.1 to our officers, directors, employees, professional advisers and auditors, or our Affiliate(s) and any of our Affiliates’ officers, directors, employees, professional advisers and auditors who have a legitimate “need to know” regarding the Confidential Information, if any person to whom the Confidential Information is to be given pursuant to this paragraph (A)2.1 is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information, except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

2.2 to any person to whom information is required or requested to be disclosed by any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

2.3 potential co-lenders, risk participants or insurers under the Programme; and

2.4 with your prior written consent.

3. Notification of Disclosure

We agree (to the extent permitted by law and regulation) to inform you:

3.1 of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (A)2.2 above; and

3.2 upon becoming aware that Confidential Information has been disclosed in breach of this Agreement.

4. Return of Copies

If you do not participate in the Programme and you so request in writing, we shall return or destroy all Confidential Information supplied to us by you and destroy or permanently erase (to the extent technically practicable) all copies of Confidential Information made by us and use our reasonable endeavours to ensure that anyone to whom we have supplied any Confidential Information destroys or permanently erases (to the extent technically practicable) such Confidential Information and any copies made by them, in each case save to the extent that we or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under paragraph (A)2.2 above.

5. Continuing Obligations

The obligations in this Agreement are continuing and, in particular, shall survive the termination of any discussions or negotiations between you and us. Notwithstanding the previous sentence, the obligations in this Agreement shall cease on the earlier of (a) the date on which you become a participant in the Programme; or (b) the date falling twelve (12) months after the date of our final receipt (in whatever manner) of any Confidential Information.

6. Consequences of breach

We acknowledge and agree that you may be irreparably harmed by the breach of the terms of this Agreement and damages may not be an adequate remedy; and that you may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this Agreement by us.

7. Entire agreement; no waiver; amendments, etc

7.1 This Agreement constitutes the entire agreement between us and you in relation to our obligations regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

7.2 No failure to exercise, nor any delay in exercising any right or remedy under this Agreement will operate as a waiver of any such right or remedy. No single or partial exercise of any right or remedy will prevent any further or other exercise or the exercise of any other right or remedy under this Agreement.

7.3 The terms of this Agreement and our obligations hereunder may only be amended or modified by written agreement between us and you.

8. Inside information

We acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and we undertake not to use any Confidential Information for any unlawful purpose.

Miscellaneous

1. Third party rights

1.1 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any term of this Agreement.

2. Governing law and jurisdiction

2.1 This Agreement and the agreement constituted by your acknowledgement of its terms and any non-contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of the terms of the Programme contemplated by this Agreement) are governed by English law.

2.2 Any dispute or difference arising out of or in connection with this Agreement which cannot be settled amicably between the parties shall be settled by arbitration in accordance with the existing rules of the London Court of International Arbitration (LCIA) before a panel of three (3) arbitrators, one (1) to be appointed by each party and one (1) by the two arbitrators so appointed. The place and legal seat of arbitration will be London, England and the language of the arbitration shall be English. The resulting award shall be final and binding on the parties and shall be in lieu of any other remedy.

3. Afc immunities

This Agreement is not intended, nor may it be construed to waive any rights, privileges or immunities derived from the agreement establishing the Africa Finance Corporation (AFC) or from AFC’s status as an international financial institution, accorded by statute or international convention or otherwise.

4. Definitions

In this Agreement:

“Affiliate” means in respect of any party, any (i) entity which controls it directly or indirectly; or (ii) any entity which it controls directly or indirectly; or (iii) any entity which is controlled directly or indirectly by a third entity which also controls the party directly or indirectly.

“Application” means your application to partake in or under the Programme.

“Confidential Information“ means all written information, data and other material, relating to the activities of the discloser and its Affiliates, their interests and/or business, which is disclosed to the recipient by the discloser in connection with the Programme after the date hereof, and all of which is either or not conspicuously marked "confidential" by the discloser, but excludes information that:

(a) is or becomes public information other than as a direct or indirect result of any breach by us of this Agreement; or

(b) is identified in writing at the time of delivery as non-confidential by you or your advisers; or

(c) is known by us before the date the information is disclosed to us by you or any of your affiliates or advisers or is lawfully obtained by us after that date, from a source which is, as far as we are aware, unconnected with you and which, in either case, as far as we are aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“Permitted Purpose“ means considering and evaluating whether to successfully grant your Application or otherwise.