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STATEMENT OF LEGAL ADVICE ON THE HOUSING DEVELOPMENT AGREEMENT BETWEEN THE CITY OF KIGALI AND BAUHAUS INTERNATIONAL RWANDA LTD From: Kelvin Rwamushaija, Legal Analyst – Transactions Structuring and Support To: Chief Executive Officer, Rwanda Development Board Date: 16th January 2026 1. INTRODUCTION This Housing Development Agreement (the “Agreement”) is entered into by and between the City of Kigali (“City”), represented by the City Manager, and Bauhaus International Rwanda Ltd (“Developer”), a company incorporated under the laws of the Republic of Rwanda (“GOR”), for the development of eight hundred and ninety-two (892) housing units on approximately twelve point eight (12.8) hectares of land located in Gahanga Sector, Kicukiro District, City of Kigali (the “Project”). 2. BACKGROUND The City received a housing development proposal from the Developer, aligned with the City’s mandate to promote planned urban housing development through a rehousing approach. The City Council, in its session held on 10/30/2025, approved the expropriation of the land for public interest. It resolved that affected landowners be compensated primarily through rehousing on the same land, with an option for monetary compensation where applicable. The Agreement establishes the legal, financial, and operational framework governing land acquisition, compensation of landowners, development obligations, and transfer of land rights to enable implementation of the Project. 3. KEY TERMS OF THE AGREEMENT a) Condition precedent The effectiveness of the Agreement is conditional upon the Developer depositing thirty percent (30%) of the Agreement Amount, together with three (3) months’ rental fees for households to be rehoused, into a Rwandan bank account within thirty (30) days of the signature date and submitting supporting documentation to the City. Failure to satisfy this condition results in the Agreement being deemed null and void, with no liability accruing to either Party. b) Contract value (Agreement amount) The total contract value for land compensation is fixed at FRW 7,936,057,204, payable by the Developer. This amount is subject to upward adjustment to accommodate any counter-valuations undertaken by landowners, with any such increment to be borne exclusively by the Developer. The remaining seventy percent (70%) of the Agreement Amount must be deposited within one hundred twenty (120) days of the signature date. c) Compensation and rehousing framework Compensation of one hundred twenty-one (121) landowners shall be effected through rehousing and/or monetary compensation, based on consultations conducted by the City. Landowners retain the right to opt for monetary compensation, in which case the Developer must deposit the corresponding amount into a City-designated account within five (5) days of written notification. d) Developer’s performance obligations and timelines (KPIs) The Agreement establishes clear performance benchmarks, including: i. Submission of complete detailed project designs within two (2) months of receipt of legal land documentation. ii. Site mobilization within one (1) month of issuance of a construction permit. iii. Commencement of construction within two (2) months of permit issuance. iv. Completion of construction within twenty-four (24) months from the date of receipt of the construction permit. Compliance with these timelines constitutes a core performance requirement, and failure to meet them may trigger termination. e) Design compliance and regulatory approvals All designs, engineering works, and construction activities must comply with applicable GOR laws and regulations, including the Rwanda Building Code, Urban Planning Code, and the City Master Plan. All works must be executed by duly registered and accredited professionals, and no construction may commence without formal approval of designs and issuance of a construction permit by the City. f) Land tenure and transfer mechanism The land shall initially be registered in the name of the City following compensation. Transfer of ownership to the Developer shall occur only upon full payment of the Agreement Amount and issuance of an emphyteutic lease, certificate of registration, and cadastral plan. The City warrants that the land will be transferred free of encumbrances. g) Restrictions on disposal and assignment The Developer is prohibited from reselling, subdividing, or otherwise disposing of the land prior to completion of the approved project without prior written consent of the City. Any unauthorized transaction constitutes a material breach. Assignment of rights or obligations, including transfer of shares, requires prior written consent of the other Party. h) Termination and repossession rights The Agreement provides the City with strong termination and repossession rights in cases of: i. Failure to disburse the Agreement Amount in a timely manner. ii. Failure to implement the Project in accordance with approved designs and specifications. iii. Failure to meet contractual timelines. iv. Insolvency or bankruptcy of the Developer. Upon termination due to the Developer’s default, the City is entitled to repossess the land without compensation and be released from its obligations. i) Amendment trigger linked to community engagement The Agreement expressly provides that it shall be amended strictly upon the outcome of community engagement, recognizing the evolving nature of rehousing arrangements and safeguarding the rights of affected landowners. j) Force majeure The Agreement exempts Parties from liability for non-performance resulting from force majeure events, subject to timely notification and reasonable mitigation efforts. k) Dispute resolution and governing law Disputes are to be resolved amicably, failing which through mediation, and ultimately by the competent courts. The Agreement is governed by Rwandan law, with a conformity clause ensuring alignment with mandatory legal provisions. 4. RELEVANT LAWS, REGULATIONS, POLICIES, AND DOCUMENTS CONSULTED i. Law No. 45/2011 of 25/11/2011 governing contracts. ii. Law No. 07/2021 of 05/02/2021 governing companies. iii. Law No. 48/2018 of 13/08/2018 on Environment. iv. Law No. 14/2016 of 02/05/2016 governing Public-Private Partnerships. v. Rwanda Building Code and Urban Planning Code. vi. City of Kigali Master Plan. vii. Applicable land expropriation, valuation, and registration laws and regulations. 5. LEGAL OPINION It is the opinion of the Legal Analyst that the Agreement is legally sound, clearly allocates rights and obligations between the Parties, and adequately protects the public interest through robust payment conditions, performance timelines, termination rights, and land repossession safeguards. The contract value, compensation mechanism, and land tenure structure are clearly defined and consistent with applicable Rwandan laws. 6. RECOMMENDATION Based on the foregoing analysis, it is recommended that the Agreement be submitted to the Ministry of Justice for final legal review and approval, with particular attention to the compensation framework, amendment triggers arising from community engagement, land transfer mechanisms, and enforcement of performance timelines.