GAZETTE NOTICE NO. 9335

PURSUANT to the provisions of section 46 (6) of the Competition Act, 2010, it is notified for general information that in exercise of the powers conferred upon the Competition Authority by section 46 (6) (a) (ii) of the Competition Act, the Competition Authority has authorized the proposed transaction as set out herein on condition that: The target, Ignazio Messina (IM), continues to operate in these routes independently of the acquiring group, Marinvest Shipping Company (MSC), post-merger through ring-fencing of their operations on the EAF-SAF and SAF-EAF routes. The ring fencing shall exist for as long as MSC has a stake in IM. Ring Fencing Conditions (i) The IM East Africa Business will be kept separate from the MSC East Africa Business and no steps will be taken to integrate or otherwise align the activities or conduct of IM and MSC's respective East African Operations. (ii) The day-to-day affairs and business of IM's East African Operations shall be managed by IM, in accordance with its business trading policies and practices as at the Approval Date, except as may be necessary to comply with any changes in applicable law or good industry practice. (iii) The IM East Africa Business shall exercise, in its sole discretion, final and determinative power regarding the strategic marketing and/or pricing policies of IM's East African Operations and will operate the East African Operations in the Ordinary Course of Business independently of MSC. (iv) MSC and IM shall ensure that none of the MSC representatives (or representatives of MSC affiliate companies) appointed to the board of directors of IM shall be engaged in the direct day to-day management of the IM East Africa Business. (v) MSC and IM shall ensure that no Competitively Sensitive Non- Public Information of the IM East Africa Business is discussed at IM board meetings unless the MSC board representatives (or representatives of MSC affiliate companies) first recuse themselves from such discussion. (vi) MSC and IM shall establish "information barriers" between the operations of the IM East Africa Business, on one hand, and MSC, on the other hand, so as to ensure that: (a) Information barriers exist in relation to Competitively Sensitive Non-Public Information of the IM East Africa Business (as determined by IM, acting reasonably in its discretion) and that of MSC (i.e. in order to prevent any flow of such information between IM and MSC). These barriers may consist of both physical and procedural measures, as determined by IM, acting reasonably in its discretion; and (b) All members of the board of IM who obtain lawful access to the IM East Africa Business' Competitively Sensitive Non-Public Information shall retain same in secret and confidentially other than for use as permitted in terms of the Shareholders Agreement. (c) IM, acting reasonably in its discretion, can establish any other practical and/or operational measures necessary to maintain the segregation of the IM East Africa Business' Competitively Sensitive Non-Public Information from that of MSC, as well as the independent operation of IM's East African Operations. These measures shall not impede MSC (or MSC affiliate companies) from: (i) complying with its reporting and/or disclosure obligations under any applicable law; and/or (ii) obtaining legal or other professional advice; and/or (iii) legitimately protecting its rights as a shareholder in IM. (vii) For the avoidance of doubt, nothing in the above conditions will prevent or otherwise limit the ability of IM and MSC to integrate their operations outside of East Africa. This includes any initiatives to engage in joint purchasing or other input procurement initiatives from Global Suppliers, even if such initiatives have an impact on the procurement activities of IM's East African Operations. (viii) In addition, nothing in the above Conditions will prevent or otherwise limit the ability of IM and MSC to enter into consortia agreements,) or to enter into arm's length agreements for the provision of inland operational services (including but not limited to cargo handling and warehousing, cargo inland transportation or containers logistics (i.e. storage, repairs or positioning). Duration (ix) The Ring-fencing Condition will apply for as long as MSC has a stake in IM. Monitoring of compliance with the conditions (x) MSC and IM shall produce an annual report which details their compliance with the conditions contemplated in paragraph 3 above. Such report will be submitted to the Authority within one month of each anniversary of the Approval Date and will be accompanied by affidavits or declarations attesting to the accuracy thereof by directors of MSC and IM respectively. Dated the 5th March, 2020. WANG'OMBE KARIUKI, MR/0455474 Director-General.