OSUN SUKUK COMPANY PLC Up to N10,000,000,000 Ijara (Lease) Sukuk Due 2020 [Tranche II] Under The State Government Of Osun, Nigeria N60 Bilion Debt Issuance Programme PREPARED BY Capital Assets Limited RC:

About Osun Sukuk Company Plc Osun Sukuk Company Plc (RC. No ) is a public limited liability company incorporated in Nigeria on the 11th day of June 2012 wholly owned by the State Government of Osun with registered office at the Finance Building, Ministry of Finance, Osun State Government Secretariat Complex, Along Gbongan Road, Abere, Osogbo, Osun State. The Osun Sukuk Company Plc was established as a Special Purpose Vehicle (“SPV”) to act solely for the purpose of participating in the transactions contemplated by the Shelf Prospectus, this Pricing Supplement and other Transaction Documents stated in the Shelf Prospectus. The authorized and issued share capital of the Issuer is N1,000,000 divided into 1,000,000 ordinary shares of N1.00 each. 999,999 of the Issuer's ordinary shares are owned by the State Government of Osun and 1 ordinary share is owned by the Attorney General and Commissioner for Justice (Mr. Wale Afolabi).

About the Issue Osun Sukuk Company Plc plans to raise up to N10 billion in the form of “Sukuk Al Ijarah” (Lease Bonds).The Sukuk Al Ijarah is an investment vehicle to fund the construction of 24 Millennium Model Schools across various Local Government Areas (LGAS) in the State. The Schools shall comprise of Elementary, Middle and High Schools in fulfillment of the state’s drive to improve on the literacy rate. Furthermore, the schools will possess state of the art infrastructural facilities including spacious classrooms, well equipped science and computer laboratories, resourceful libraries, accessible roads and electricity amongst others. Funds received from the Sukukholders would be used to construct the schools, thus ownership of the schools lie with the Sukukholders. The State Government of Osun will make rental payments based on a forward lease (forward Ijarah) agreement. The Issuer SPV will commence periodic rental payment to the Sukuk holders 90 days after the date of allotment.

Key Benefit of the Sukuk 1. The Sukuk is competitively priced in line with conventional bond issues 2. The Sukuk is tradable and fill the need for alternative investments which suits the need of investors for liquidity profile. 3. With the emergence of non-interest banking in Nigeria, this product will fulfil the needs of the Non-Interest Financial Institutions, Pension Fund Administrators and ethically inclined investors. 4. Strong regulatory support.

Features of the Sukuk 5 SUKUK ASSETS LAND OWNER LESSEE SUKUK HOLDERS SPV CONTRACT OR AGREEMENT AGENCY SPV : Osun sukuk Company Plc LESSEE : State Government of Osun LAND OWNER : State Government of Osun

Transaction Summary Issuer : Osun Sukuk Company Plc Original: State Government of Osun, State Aggregate Nominal: N777.1Million Issue Price: At Par (100%) at N1,000 per unit of Sukuk Use of Proceed: The net proceeds of the Offer after deduction of the cost of Offer (representing 3.80% of the Offer) will be utilized for the construction of schools as follows Minimum Subscription: Minimum of N1,000,000.00(i.e. 1,000 N1,000/unit) and multiples of N1,000,000 (i.e 1,000 units) thereafter Periodic Distribution Commencement Date: Rentals shall accrue from Allotment date

Transaction Summary Method of Distribution:Offer for Subscription via Book Building Periodic Distribution/ Rentals Payment:A fixeed return of [] % per annum payable quarterly in Arears in the form of rental payment on the State Government’s use of the Sukuk Assets Rating: (i) Issuer: ‘Bb+’ 2013 Agusto & Co. Limited (ii) Issue: ‘A’ 2013 Agusto & Co. Limited Taxation:The ten (10) year tax waiver approved by the Federal Government in March 2010 exempts all categories of Bonds issued by all tiers of Government (Subnational and Supra-national) and Corporate Bonds from Companies Income Tax, Personal Income Tax, Value Added Tax and Capital Gains Tax. The Federal Government has also approved a reduction in Stamp Duties applicable on the re-issue of previously executed Debentures. As such, all payments made to the Sukukholders shall be free and clear of Withholding, State and Federal Income and Capital Gains Taxes with no deductions whatsoever being made at source. Furthermore, proceeds from disposal of the Sukuk are exempted from taxation.

Transaction Summary Status: The Sukuk qualify as securities in which Trustees may invest under the Trustees Investment Act, Cap T22, LFN 2004; and The Sukuk documents contain an irrevocable undertaking by the State to buy the Trust Assets represented by the Sukuk and therefore they will constitute an irrevocable obligation of the State and shall rank pari passu in all respects with the State’s existing debt obligations Security: An SPV, Osun State Sukuk Company Plc holds the assets (elementary, middle and high schools) in trust for and on behalf of the Sukuk holders. Ownership of the constructed schools (“the Sukuk Assets”) shall be vested fully and unconditionally in the Sukuk holders, who will exercise their ownership rights through the Trustee or Trustee Delegate as appropriate. Security for the repayments and other obligations of the Issuer in relation to the Sukuk shall be held by the Trustee Delegate and shall comprise the ISPO issued by the Office of the Accountant General of the Federation as a first line charge upon and payable out of the Statutory Allocation of the ` State. Deductions from the State’s Statutory Allocation shall be made in an amount equal to the principal and rentals (if any), including all other monies (if any) due and payable by the Issuer in respect of the Sukuk into the Sinking Fund Account held by the Trustee Delegate as set out in the Trust Deed

Transaction Summary Sinking Fund: A sinking fund will be created in accordance with the provision of the Bond Law and the Investments and Securities Act No This Sinking Fund shall be funded from the Originator’s statutory allocation by way of an irrevocable standing payment order (ISPO) and shall be managed by the Trustee(s). Furthermore, the Osun State Debt Management Office shall, as appropriate, pay out of the Consolidated Debt Service Account of the State into the sinking fund, any outstanding payment obligations due to the Sukuk holders. Monthly deductions of N164,934,256 (One Hundred and Sixty Four Million, Nine Hundred and Thirty Four Thousand, Two Hundred and Fifty Six Naira Only) from August 2013 to July 2014 and N305,678,787 (Three Hundred and Five Million, Six Hundred and Seventy Eight thousand, Seven Hundred and Eighty Seven Naira Only) from August 2014 to July 2020 from the State share of the statutory allocation from the Federation Account into the Sinking Fund.

Final Transaction Summary Issue Price: At Par (100%) at N1,000 per unit of Sukuk Minimum Subscription: Minimum of N1,000,000.00(i.e. 1,000 N1,000/unit) and multiples of N1,000,000 (i.e 1,000units) thereafter Periodic Distribution Commencement Date: Rental shall accrue from Allotment Date Rental Payment Rate: To be determined through Book Building Book Building Opens: Thursday September 12, 2013 Book Building Ends: Wednesday September 25, 2015