About Rahri

Rahri is a trading house that simplifies cross-border settlement across African frontier markets. We act as principal counterparty in each trade, purchasing goods from international suppliers in USD and selling to local buyers in local currency.

Suppliers receive prompt payment in hard currency with no change to their commercial terms. Local buyers settle in their own currency through normal banking channels. All transactions are settled through locally licensed authorised dealer banks, fully compliant with exchange control regulations in every market we operate in.

Corporate Entities

Both entities are wholly owned by Hitesh Patel. There is no holding company, the shareholder holds each entity directly. The two entities are related parties operating under common ownership.

Entity Details

Banking Relationships

Mozambique

Rahri Mozambique banks with locally licensed authorised dealers for all import settlement transactions.

Accounts with Absa & UBA confirmed. Standard Bank & FNB in process.

Dubai

Banking relationships to be established alongside entity registration. Details to be confirmed once finalised.

Source of Foreign Exchange

Rahri sources foreign exchange through locally licensed authorised dealers operating in the markets we serve. On both sides of every transaction, Mozambique and Dubai, all payments are made and received through locally licensed authorised dealer banks.

All foreign exchange transactions out of Mozambique are conducted through authorised dealers in settlement of import trade commitments, in full compliance with Banco de Moçambique exchange control regulations.

Memorandum of Agreement

Trading Framework — Mozambique

Parties

This Memorandum of Agreement (“MOA”) is entered into between:

(a) Rahri Investments Dubai, a company to be incorporated in Dubai, United Arab Emirates (“Rahri”); and

(b) ______________________________ (“AB InBev”),

collectively referred to as the “Parties” and individually as a “Party”.

Background

2.1 AB InBev is one of the world’s largest brewers, operating Cervejas de Moçambique, S.A. (“CdM”) as its subsidiary in the Republic of Mozambique.

2.2 CdM imports raw materials and goods from various international suppliers.

2.3 Rahri is a trading house that purchases goods from international suppliers in USD and sells to local buyers in local currency. Rahri acts as principal in each transaction, taking ownership of goods as they move through the supply chain.

2.4 The Parties wish to establish a trading relationship under which Rahri Dubai will purchase goods from Mubex or AB InBev’s nominated suppliers and supply those goods to Rahri Mozambique, who will in turn supply CdM in Mozambique.

2.5 The Parties share an ambition to expand this trading relationship beyond Mozambique into multiple countries in Africa, including but not limited to Nigeria, Ghana and Zambia.

Scope of Trading Arrangement

The Parties intend to establish a trading arrangement operating as follows:

(a) Rahri Investments Dubai will purchase goods from Mubex or AB InBev’s nominated international supplier in United States Dollars (“USD”), taking ownership of the goods as principal.

(b) Rahri Investments Dubai will on-sell such goods to Rahri Investments Mozambique, a sister company incorporated in the Republic of Mozambique (“Rahri Mozambique”).

(c) Rahri Mozambique, as the local importer of record, will sell the goods to CdM and issue MZN-denominated invoices in respect of the goods supplied.

(d) CdM will pay for the goods in MZN through normal local banking channels.

(e) Upon receipt of payment from CdM, Rahri Investments Dubai will pay Mubex or the nominated supplier in USD.

(f) Import logistics, customs clearance, and goods handling will continue to be managed by CdM’s existing clearing agents and operational processes.

Entities Involved

Anticipated Transaction Volumes

5.1 AB InBev anticipates that CdM’s monthly import requirements for raw materials through this trading arrangement will be in the region of USD 15,000,000 to USD 20,000,000 (fifteen million to twenty million United States Dollars) per month.

5.2 The Parties acknowledge that actual volumes may vary from month to month depending on CdM’s operational requirements and seasonal demand.

5.3 The initial scope covers raw material imports only. Other import categories (capital expenditure, head office services) may be included by mutual agreement at a later date.

Banking

6.1 All import transactions conducted by Rahri Mozambique shall be executed through locally licensed authorised dealer banks in Mozambique, in compliance with the exchange control regulations of the Banco de Moçambique.

6.2 All international purchases by Rahri Investments Dubai shall be paid through authorised banking channels in the United Arab Emirates.

Compliance

7.1 Both Parties shall complete their respective Know Your Customer (“KYC”) and due diligence (“DD”) processes prior to the commencement of any trading under this arrangement.

7.2 Both Parties shall comply with all applicable laws, regulations, and directives in their respective jurisdictions, including but not limited to:

(a) the exchange control regulations of the Republic of Mozambique;

(b) the regulations and directives of the Banco de Moçambique;

(c) applicable anti-money laundering legislation, including Mozambique Law 14/2023;

(d) applicable international trade sanctions; and

(e) the laws of the United Arab Emirates and the Emirate of Dubai.

7.3 All transactions under this arrangement shall be subject to the anti-money laundering requirements of both jurisdictions.

Relationship

8.1 The relationship between the Parties is that of independent traders operating on an arm’s length basis. Rahri acts as principal in each transaction, purchasing goods in its own name and for its own account, and taking ownership and title of the goods.

8.2 Nothing in this MOA, whether express or implied, shall be interpreted as creating a partnership, joint venture, agency, or employment relationship between the Parties.

8.3 Neither Party shall have the authority to bind the other Party or to incur any obligation on behalf of the other Party.

Confidentiality and Non-Circumvention

9.1 Each Party undertakes to keep confidential all information received from the other Party in connection with this MOA and any subsequent agreements, and shall not disclose such information to any third party without the prior written consent of the disclosing Party.

9.2 The obligations of confidentiality shall not apply to information that:

(a) is or becomes publicly available other than through a breach of this clause;

(b) was already known to the receiving Party prior to disclosure;

(c) is required to be disclosed by law, regulation, or order of a court or regulatory authority; or

(d) is disclosed to the Party’s professional advisers, auditors, or bankers on a confidential basis.

9.3 Each Party undertakes that it will not, either directly or indirectly, circumvent the other Party with regard to the trading opportunities and arrangements contemplated in this MOA.

Non-Exclusivity

10.1 The Parties are not in an exclusive relationship with each other. Either Party is entitled to enter into transactions of the same or a similar nature with third parties, on such terms and conditions as it determines.

No Minimum Volume Commitments

11.1 The anticipated transaction volumes set out in clause 5 represent estimates only. Neither Party is committed to achieving any minimum transaction quantity or value targets under this MOA.

Term and Definitive Agreements

12.1 This MOA establishes the Parties’ mutual understanding and intent to proceed with the arrangement described herein.

12.2 The Parties intend to negotiate and execute definitive agreements to give effect to the arrangement, which may include:

(a) a Supply and Settlement Agreement between Rahri Investments Dubai and Mubex;

(b) a Master Supply Agreement between Rahri Investments Mozambique and CdM; and

(c) such further agreements as the Parties may agree are necessary or desirable.

Non-Binding Nature

13.1 This MOA is non-binding and does not create any legal obligations on either Party, save for the confidentiality and non-circumvention provisions in clause 9, which shall be binding upon execution.

13.2 This MOA records the Parties’ mutual understanding and intent to proceed in good faith towards the execution of definitive agreements.

13.3 Neither Party shall be liable to the other for any failure to enter into definitive agreements or to proceed with the arrangement described herein.

Governing Law

14.1 This MOA, and any binding provisions herein, shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.

Signatures

Signed in acknowledgement of the mutual understanding recorded herein.