MyBucks control circular

MyBucks control circular octoBEr 2019

Ecsponent MyBucks Control Circular October 20192

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations commencing on page 7 of this Circular apply mutatis mutandis throughout this Circular. If you are in any doubt as to the action you should take, please consult your broker, CSDP, attorney, accountant, banker or other professional adviser immediately.

If you have disposed of all of your Shares in Ecsponent, then this Circular should be forwarded to the purchaser to whom, or the broker, agent, CSDP or banker through whom you disposed of your Shares.

This Circular is important and should be read with particular attention to page 6 entitled “Action required”, which sets out the action required by Ecsponent Shareholders with regard to this Circular.

Ecsponent does not accept any responsibility and will not be held liable for any failure on the part of any CSDP or broker of a Dematerialised Shareholder to notify such Shareholder of the General Meeting or any business to be concluded thereat.

(Incorporated in the Republic of South Africa, Registration number 1998/013215/06)Share code: ECS ▪ ISIN ZAE000179594Debt Issuer Code: ECSD(“the Company” or “Ecsponent”)

Circular to Ecsponent shareholders

Relating to: ▪ the subscription by the Ecsponent Group for an additional 27,829,313 shares in MyBucks for a consideration

of R450 million, simultaneous with the conclusion of the Debt Restructure

and enclosing: ▪ revised listing particulars; ▪ a notice convening the General Meeting; and ▪ a Form of Proxy for use by Certificated Shareholders and “own name” registered Dematerialised Shareholders

only.

Date of issue: 22 October 2019

Additional copies of this Circular, in its printed format, may be obtained from the Company and the Sponsor at the addresses set out in the “Corporate Information” section on this Circular during normal business hours from the date of issue of this Circular up to and including the date of the General Meeting, and will be made available on the Ecsponent website (www.ecsponentlimited.com/investor-relations/#circulars). Copies of this Circular are available in English only.

Sponsor and transaction sponsor

Auditors and reporting accountants to Ecsponent

Reporting accountants on MyBucks

Ecsponent MyBucks Control Circular October 2019 3

Directors of Ecsponent ExecutiveTP Gregory (Chief Executive Officer)DP van der Merwe (Group Financial Director)G Manyere

Independent non-executiveRJ Connellan (Chairman)KA RaynerP Matute

Date and place of incorporation of Ecsponent09 July 1998 Johannesburg, South Africa

Company secretary and registered office L du Preez-Cilliers1st Floor, The Wedge43 Garsfontein RoadWaterkloof 0145

SponsorQuestco Corporate Advisory Proprietary Limited(Registration number 2011/106751/07)

1st Floor, Yellowwood HouseBallywoods Office Park33 Ballyclare Drive, BryanstonJohannesburg, 2191

Transaction sponsorQuestco Proprietary Limited(Registration number 2002/005616/07)

1st Floor, Yellowwood HouseBallywoods Office Park33 Ballyclare Drive, BryanstonJohannesburg, 2191

Independent reporting accountants to EcsponentNexia SAB&T Inc.(Registration number 1997/018869/21)

119 Witch-Hazel Avenue Highveld Technopark Centurion, 0046(PO Box 10512, Centurion, 0046)

Independent reporting accountantsto MyBucksPricewaterhouseCoopers Inc. (Registration number 1998/012055/21)

61 2nd AvenueWestdeneBloemfontein9301

Transfer secretariesComputershare Investor Services Proprietary Limited(Registration number 2004/003647/07)

Rosebank Towers15 Biermann AvenueRosebank, 2196(PO Box 61051, Marshalltown, 2107)

Corporate information


contEntsCorporate information 3

Salient dates and times 5

Action required 6

Definitions and interpretations 7

Circular to Ecsponent shareholders 12

Annexure 1: Proforma financial information of the Proposed Transaction on Ecsponent

19

Annexure 2: Independent Reporting Accountants’ report on the proforma financial information in respect of the Proposed Transaction

31

Annexure 3: Independent Reporting Accountants’ report on the review of the consolidated historical financial information of MyBucks for the years ended 30 June 2018, 2017 and 2016

33

Annexure 4: Independent Reporting Accountants’ report on the review of the condensed consolidated interim historical financial information of MyBucks for the period ended 31 December 2018

34

Annexure 5:Net position

35

Revised listing particulars 40

Annexure A: Details of Group companies’

57

Annexure B: Details of previous Directorships, expertise and experience of directors

59

Annexure C: Directors remuneration, benefits and fees

68

Annexure D: Issues and offers of securities in the preceding three years

70

Annexure E: Immovable property owned or leased

72

Annexure F: Material borrowings

74

Annexure G: Intercompany transactions and balances

78

Annexure H: Corporate governance statement

80

Annexure I: MyBucks material acquisitions and vendor details

84

Notice of General Meeting 86

Form of Proxy 89

Click on a page number for fast navigation.


Salient dates and times

Salient dates and times are set out below:1,2

The definitions and interpretations commencing on page 7 of this Circular apply mutatis mutandis to these salient dates and times.

2019

Record date to determine which Shareholders are entitled to receive the Circular Friday, 11 October

Posting of Circular and Notice of General Meeting announcement released on SENS Tuesday, 22 October

Last day to trade in order to be eligible to vote in respect of the General Meeting Tuesday, 12 November

General Meeting record date in order to vote Friday, 15 November

Last day to lodge forms of proxy for the General Meeting with the Transfer Secretaries3 by 10:30 on

Monday, 18 November

General Meeting to be held at 10:30 on Wednesday, 20 November

Results of General Meeting released on SENS on Wednesday, 20 November

Notes:1. The above dates and times are subject to amendment. Any such amendment will be released on SENS.2. All times indicated above are local times in South Africa.3. Forms of Proxy may also be handed to the Chairman of the General Meeting at the commencement of the

General Meeting.


The approval and implementation of the Proposed Transaction is subject to, inter alia, Shareholders entitled to vote passing the requisite resolution approving the Proposed Transaction at the General Meeting.

The General Meeting convened in terms of this Circular will be held at 10:30 on Wednesday, 20 November 2019 at the registered office of Ecsponent, 1st Floor, The Wedge, 43 Garsfontein Road, Waterkloof 0145, Pretoria.

Certificated Shareholders and Dematerialised Shareholders who have elected “own-name” registration

Certificated Shareholders and Dematerialised Shareholders who have elected “own-name” registration, who are unable to attend the General Meeting but who wish to be represented thereat, are requested to complete and return the attached Form of Proxy in accordance with the instructions contained therein. Shareholders are requested to submit the duly completed Forms of Proxy to the Transfer Secretaries by no later than 10:30 on Monday, 18 November 2019, or such forms may be handed to the chairman of the General Meeting on commencement of the General Meeting.

Dematerialised Shareholders who have not elected “own-name” registration

Dematerialised Shareholders who have not elected “own-name” registration and who wish to attend the General Meeting must instruct their CSDP or broker timeously in order that such CSDP or broker may issue them with the necessary letter of representation or equivalent authority to attend the General Meeting.

Dematerialised Shareholders who have not elected “own-name” registration and who do not wish to attend the General Meeting, must provide their CSDP or broker with their instruction for voting as a Shareholder at the General Meeting in the manner stipulated in the agreement between the Shareholder concerned and the CSDP or broker governing the relationship between such Shareholder and his CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature.

Action required


Definitions and interpretations

In this Circular, unless the context otherwise indicates, references to the singular include the plural and vice versa, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations of persons and vice versa, and the words in the first column hereunder have the meaning stated opposite them in the second column, as follows:

TERM DEFINITION“Auditors and Independent Reporting Accountants” or “Nexia SAB&T”

Nexia SAB&T Inc., full details of which are set out in the “Corporate Information” section of this Circular, acting as the independent reporting accountants to Ecsponent in relation to the Proposed Transaction;

“Board” or “Directors” the board of directors of Ecsponent at the Last Practicable Date whose details are set out in the “Corporate Information” section of this Circular;

“Business Day” any day other than a Saturday, Sunday or a public holiday in South Africa;

“c.” circa or approximately;

“Capital” Ecsponent Capital (RF) Limited, (previously Bluthorn (RF) Limited) (registration number 2009/015563/06), a public company duly registered and incorporated under the laws of South Africa, wholly owned by the Bro Business Trust, a discretionary trust (IT 3509/2010), the beneficiary of which is a South African national, Mr. Lenki Jeffrey Ratsaka;

“Capital Claim” a loan owing by Capital to GetBucks SA (and which is ceded from GetBucks SA to MyBucks pursuant to the Debt Restructure), with a balance of R23.4 million at 30 June 2019, and carrying interest at a rate of 14.5% per annum, and repayable in monthly instalments with a final maturity date of 30 June 2020;

“Certificated Shareholder” a holder of Certificated Shares;“Certificated Shares” Shares which are not dematerialised, title to which is represented by physical

documents of title;“Circular” this document dated Tuesday, 22 October 2019, incorporating a notice of

General Meeting and a Form of Proxy;“Claymore Capital” Claymore Capital Proprietary Limited (registration number 2018/315711/07),

a private company duly registered and incorporated under the laws of South Africa;

“Companies Act” the Companies Act, 71 of 2008, as amended;“Constitutional Documents”

the incorporation documents governing an entity, being a memorandum of incorporation and/or articles of association, as applicable;

“CSDP” a Central Securities Depository Participant, accepted as a participant in terms of the Financial Markets Act, appointed by an individual shareholder for the purposes of, and in regard to the dematerialisation of documents of title for purposes of incorporation into Strate;

“Custody Agreement” the custody mandate agreement between a Dematerialised Shareholder and a CSDP or broker governing their relationship in respect of Dematerialised Shares held by the CSDP or broker;

“Debt Restructure” the debt restructure to be undertaken between the MyBucks Group and the Ecsponent Group concurrently with the MyBucks Subscription, resulting in: ▪ the intra-group cession of a number of loans between entities in the

MyBucks Group and intra-group cession of a number of loans between entities in the Ecsponent Group; and

▪ the acquisition of the Capital Claim by Ecsponent from the MyBucks Group, as detailed further in paragraph 2.1 and Annexure 5 of the Circular;

“Debt Restructure Agreement”

the agreement concluded between entities in the Ecsponent Group and entities in the MyBucks Group, the details of which are set out in Annexure 5, on Wednesday, 11 September 2019 giving effect to the Debt Restructure;

“December 2018 Circular” the circular to Ecsponent shareholders, dated 24 December 2018, detailing the Pink Orchid Acquisition, and incorporated by reference into this Circular in terms of paragraph 11;

“Dematerialised Shareholder”

a holder of Dematerialised Shares;


TERM DEFINITION“Dematerialised Shares” Shares which have been incorporated into Strate and which are no longer

evidenced by physical documents of title, but the evidence of ownership of which is determined electronically and recorded in a sub-register maintained by a CSDP;

“Documents of Title” Share certificates, certified transfer deeds, balance receipts and/or any other form of acceptable documents of title in respect of shares;

“ECS Botswana” Ecsponent Botswana Limited (previously Ecsponent Limited) (registration number CO.2010/7658), a public company duly registered and incorporated under the laws of the Republic of Botswana, and a wholly owned Subsidiary of Ecsponent;

“Ecsponent” or “the Company”

Ecsponent Limited (registration number 1998/013215/06), a public company duly registered and incorporated under the laws of South Africa and listed on the Main Board of the JSE;

“Ecsponent Eswatini” Ecsponent Eswatini Limited (registration number: R7/38733) a private company duly registered and incorporated under the laws of the Kingdom of Eswatini and a wholly owned Subsidiary of Ecsponent;

“Ecsponent Group” or “Group”

Ecsponent and its Subsidiaries as at the Last Practicable Date;

“ECS Holdings” Ecsponent Holdings Proprietary Limited (registration number: R7/42655), a private company duly registered and incorporated under the laws of the Kingdom of Eswatini and a wholly owned Subsidiary of Ecsponent;

“Ecsponent Loans” loans owing by the MyBucks Group to the Ecsponent Group, totalling R494 million as at 30 June 2019, being the sum of the VSS Loan Obligation, the ETS-GBSA Facility, the Rentworks Building Claim, the Eswatini Facility, and the Mauritius facility, as defined in Annexure 5, and which carries interest at a rate of 28% per annum, and is repayable on or before 28 September 2020;

“Ecsponent Treasury Services” or “ETS”

Ecsponent Treasury Services Proprietary Limited (registration number 2015/430938/07), a private company duly registered and incorporated under the laws of South Africa, and a wholly owned Subsidiary of Ecsponent;

“Effective Date” the Effective Date of the Proposed Transaction, as detailed on paragraph 2.3 of the Circular;

“EPS” earnings per share;“€” or “EUR” Euro;“Euro/ZAR Exchange Rate”

the rate at which one EURO will convert into one ZAR, as agreed between the parties for the purpose of the Proposed Transaction, being R16.17 per EUR;

“Event of Default” the events detailed in the MOI that would result in a conversion of Preference Shares into Ordinary Shares, being: ▪ default by the Company on repayment of the redemption price on the

redemption date of Class A, B, C, D, E and/or Class G Preference Shares; or ▪ non-payment of 3 (three) consecutive dividends A, C, D, E and/or Class G

Preference Shares;“Financial Markets Act” the Financial Markets Act (Act 19 of 2012), as amended;“Finsbury” Finsbury Investments Limited (registration number: 11032), a public company

incorporated under the laws of Zambia, and a current shareholder and creditor of MyBucks, wholly owned by Dr Rajan Mathani;

“Form of Proxy” the form of proxy (blue) attached to this Circular to be completed by Certificated Shareholders and “own name” registered Dematerialised Shareholders only;

“FTG loan” a loan owing by MyBucks SA to Flatex Bank (a German company trading as a financial technology banking group) for an amount of EUR7.5 million, of which EUR1 million has been repaid as at the Last Practicable Date, with EUR6.5 million remaining outstanding as at the Last Practicable Date, with a remaining loan repayment profile of 24 monthly instalments;

“GDP” gross domestic product;“GetBucks Botswana” GetBucks Limited (registration number: CO2012/2454), a public company

incorporated under the laws of the Republic of Botswana, and listed on the Botswana Stock Exchange and a Subsidiary of MyBucks SA;

“GetBucks Eswatini” GetBucks Proprietary Limited (registration number: R7/40703), a private company incorporated under the laws of the Kingdom of Eswatini, and a wholly owned Subsidiary of GetBucks SA;


TERM DEFINITION“Get Bucks SA” Get Bucks Proprietary Limited (registration number: 2010/015748/07), a

private company incorporated under the laws of South Africa, and a wholly owned Subsidiary of MyBucks;

“GetBucks Mauritius” GetBucks Limited (registration number: C38778/C1/GBL), a public company incorporated under the laws of Mauritius, and a wholly owned Subsidiary of MyBucks;

“General Meeting” the General Meeting of Shareholders to be held at 10:30 on Wednesday, 20 November 2019, at the registered office of Ecsponent, in order for Shareholders to consider and, if deemed fit, pass, with or without modification, the resolution necessary to approve the Proposed Transaction, which meeting is convened in terms of the notice of General Meeting attached to and forming part of this Circular;

“HEPS” headline earnings per share;“IFRS” International Financial Reporting Standards;“Independent Reporting Accountants on MyBucks” or “PwC”

PricewaterhouseCoopers Inc., full details of which are set out in the “Corporate Information” section of this Circular, acting as the independent reporting accountants to Ecsponent in relation to the review of the historical financial information of MyBucks;

“Infinitum” Infinitum Limited (registration number C62607), a public company incorporated under the laws of Malta, a current creditor of MyBucks, and wholly owned by Mr Alexander Schutz;

“JSE” JSE Limited (registration number 2005/022939/06), a public company duly registered and incorporated under the laws of South Africa, which is licensed as an exchange in terms of the Financial Markets Act;

“JSE Listings Requirements”

the Listings Requirements of the JSE, as amended from time to time;

“Last Practicable Date” Wednesday 25 September 2019, being the last practicable date prior to the finalisation of this Circular;

“Major Subsidiary” a Subsidiary that represents 25% or more of total assets or revenue of the Group, based on the latest published interim or year-end financial results, namely Ecsponent Treasury Services and ECS Botswana before the Proposed Transaction, and including, for the purpose of the RLP, MyBucks and its Major Subsidiaries, after the Proposed Transaction;

“Material Agreements” the material agreements concluded by the Ecsponent Group for the transactions described in paragraph 11 of the RLP;

“MHMK Botswana” MHMK Group Botswana Limited (registration number: CO2018/9464), a company duly registered and incorporated under the laws of Botswana, and wholly owned by MHMK Mauritius;

“MHMK” MHMK Group Limited (formerly Mylesland Investment Holdings Limited), (registration number: C116061 C2/GBL), a company duly registered and incorporated under the laws of Mauritius, which is owned by a discretionary family trust settled by Mr. G Manyere, a Director, for the benefit of his minor children;

“MHMK Group” collectively, MHMK, MHMK Mauritius, MHMK SA and MHMK Botswana;“MHMK Mauritius” MHMK Capital Limited (registration number: C143276/C2/GBL), a company

duly registered and incorporated under the laws of Mauritius, and wholly owned by MHMK;

“MHMK SA” MHMK Group Proprietary Limited (formerly Mason Alexander Proprietary Limited) (registration number: 2015/351662/07) a private company duly registered and incorporated under the laws of South Africa, being a wholly-owned Subsidiary of MHMK;

“MOI” the memorandum of incorporation of the Company, as amended from time to time;

“MyBucks” MyBucks S.A. (companies number B 199.543), a public limited liability company (société à responsabilité limitée), incorporated on 7 August 2015, under the laws of the Grand Duchy of Luxembourg, and listed on the Frankfort Stock Exchange (ISIN LU1404975507), having its registered office at Rue Steichen, L-2540, Luxembourg, and having its transfer office as BIL, Banque Internationale à Luxembourg (address:69, route d’Esch | L-2953 Luxembourg);

“MyBucks Group” MyBucks and its Subsidiaries;


TERM DEFINITION“MyBucks Loans” loans owing by the Ecsponent Group to the MyBucks Group equal to R78

million, being the sum of the consideration for the Capital Claim, as explained in Annexure 5, as at 30 June 2019, which carries interest at a rate of 17% per annum, and has no fixed repayment terms;

“MyBucks Subscription” the subscription by Ecsponent Treasury Services for the MyBucks Subscription Shares, in exchange for the MyBucks Subscription Proceeds;

“MyBucks Subscription Agreement”

the agreement concluded between Ecsponent Treasury Services and MyBucks on Wednesday, 11 September 2019, giving effect to the MyBucks Subscription, and forming an annexure to the Debt Restructure Agreements;

“MyBucks Subscription Proceeds”

the aggregate subscription proceeds payable by Ecsponent for the MyBucks Subscription Shares, being a total amount of €27,829,313 (R450m at the Euro/ZAR Exchange Rate), to be settled in accordance with the terms and conditions set out in paragraph 2.2.1 of the Circular;

“MyBucks Subscription Shares”

27,829,313 new shares to be issued by MyBucks;

“NAV” net asset value;“Net Ecsponent Loan” the net Ecsponent loan owing by MyBucks to Ecsponent Treasury Services

after the Debt Restructure, having a balance of R416 million, being the difference between the MyBucks Loans, and the Ecsponent Loans, if based on the 30 June 2019 balances;

“Norsad” Norsad Finance (Botswana) Limited (registration number CO2013/10180), a company incorporated under the laws of the Republic of Botswana and whose place of business is at Plot 74770, Western Commercial Road, Gaborone, Botswana, being a third-party financier of the Ecsponent Group;

“Ordinary Shareholders” or “Shareholders”

holders of Ordinary Shares;

“Ordinary Shares” or “Shares”

ordinary no par value shares in the Company as set out in its MOI;

“Pink Orchid” Pink Orchid Limited (registration number 159597), a private company with limited liability duly registered and incorporated under the laws of the Republic of Mauritius and which is currently a wholly-owned Subsidiary of Ecsponent Treasury Services;

“Pink Orchid Acquisition” the acquisition by Ecsponent Treasury Services of 100% of the ordinary shares in Pink Orchid for a total purchase consideration of R185 million, as detailed more fully in the December 2018 Circular, and approved by Shareholders on 22 January 2019;

“Post Balance Sheet Events”

the transactions detailed in the December 2018 Circular, being the Pink Orchid Acquisition;

“Preference Shares” any class of preference shares in the Company, as set out in its MOI;“Projects” Ecsponent Projects Proprietary Limited (registration number CO.2015/12033),

a private company with limited liability, duly incorporated in accordance with the laws of the Republic of Botswana and a wholly owned Subsidiary of Capital;

“Proposed Transaction” the MyBucks Subscription and the Debt Restructure;“RLP” the revised listing particulars issued by Ecsponent and forming part of this

Circular;“SARS” the South African Revenue Service;“SOCI” statement of comprehensive income;“Scipion” Scipion Active Trading Fund (Registration No. HL244669), a private limited

liability company duly registered and incorporated in the Cayman Islands with registered address at 4th Floor, Harbour Place, 103 South Church Street, Georgetown, Grand Cayman, Cayman Islands, being a third-party financier of the Ecsponent Group;

“SENS” the Stock Exchange News Service of the JSE;


TERM DEFINITION“SOFP” statement of financial position;“South Africa” the Republic of South Africa;“Sponsor and Transaction Sponsor”

Questco Proprietary Limited and Questco Corporate Advisory Proprietary Limited, respectively, further details of which are set out in the “Corporate Information” section of this Circular;

“Strate” Strate Proprietary Limited (registration number 1998/022242/07), a private company duly registered and incorporated under the laws of South Africa, and licensed as a Central Securities Depository (“CSD”) in terms of the Financial Markets Act;

“Subsidiary” a subsidiary as defined by IFRS, and/or the Companies Act;“Third-Party Recapitalisation”

the recapitalisation of MyBucks by other third-party creditors of MyBucks, simultaneous with the MyBucks Subscription Agreement, as set out in the Third-Party Re-capitalisation Agreements;

“Third-Party Recapitalisation Agreement”

the agreement concluded between MyBucks, Finsbury and MHMK Mauritius on 25 March 2019, in terms of which Finsbury and MHMK Mauritius agreed to capitalise certain loans owing by MyBucks to Finsbury and MHMK Mauritius, effectively settling the loans owing by MyBucks through the issue of further ordinary shares by MyBucks to Finsbury and MHMK Mauritius, as further detailed in paragraph 3 of this Circular, as well as the agreement concluded between MyBucks and Infinitum on 20 May 2019, in terms of which Infinitum agreed to capitalise certain loans owing by MyBucks to Infinitum, effectively settling the loans owing by MyBucks through the issue of further ordinary shares by MyBucks to Infinitum, as further detailed in paragraph 3 of this Circular;

“TLG Africa” TLG Africa Limited (registration number: 1704253), an entity incorporated under the laws of United Kingdom, in the business of providing permanent growth capital to consumer-focussed businesses operating in Africa;

“TLG Africa Investment” Infinitum’s investment in TLG Africa, comprising 2,536 ordinary shares in TLG Africa, being c. 11.2% of the issued share capital of TLG Africa, acquired by Infinitum for US$5.4 million on 1 December 2016;

“TLG Loan” a loan owing by MyBucks SA to TLG Africa for an amount of USD9 million. The loan bears interest at 17% and is repayable on demand;

“Top-Up Payment” the cash top-up payment which Ecsponent will make to MyBucks for the MyBucks Subscription Proceeds, dependant on the final loan balance of Net Ecsponent Loan on the Effective Date, so as to ensure that the MyBucks Subscription Proceeds equal R450 million;

“TNAV” tangible net asset value, being the total assets less the total liabilities excluding any intangible assets;

“Transfer Secretaries” or “Computershare”

Computershare Investor Services Proprietary Limited (registration number 2004/003647/07), a private company duly registered and incorporated under the laws of South Africa, further details of which are set out in the “Corporate Information” section of this Circular;

“USD” United States dollars;“USD/ZAR Exchange Rate”

the rate at which one USD will convert into ZAR, as agreed between the parties for the purpose of the Debt Restructure, being R13.50 per USD;

“VSS” VSS Financial Services Proprietary Limited (registration number: 2012/073113/07), a private company duly registered and incorporated under the laws of South Africa, and a wholly owned subsidiary of MyBucks;

“VWAP” volume weighted average share price; “ZAR” or “R” South African Rand, being the official currency of South Africa.


Circular to Ecsponent shareholders


1.1. Overview of the Proposed Transaction and rationale

1.1.1. The Board announced on 26 March 2019 and on 13 September 2019 that the Company had concluded agreements with MyBucks setting out the terms which would enable Ecsponent to take control of MyBucks (through the MyBucks Subscription) and which would facilitate a restructure of the various loans owing to and from entities in the MyBucks Group and the Ecsponent Group (through the Debt Restructure).

1.1.2. The Ecsponent Group has been one of the primary funders of the MyBucks Group since its establishment in 2011, as evidenced by the Ecsponent Loans payable by the MyBucks Group to Ecsponent.

1.1.3. Ecsponent is supportive of MyBucks’ value proposition and, as part of Ecsponent’s strategy to increase its investment base of assets focused on capital growth, the Group has increased its shareholding in MyBucks over the past three years.

1.1.4. As with all its investments, Ecsponent has been monitoring the MyBucks Group and management believes that it is now opportune to take control of MyBucks. Ecsponent has successfully approached the MyBucks board of directors to bring about changes for it to assume control of the MyBucks Group, strengthen management and unlock operational inefficiencies for enhanced profitability. These changes will also further ensure alignment between the two groups and result in a realisation of Ecsponent’s investment objectives.

1.1.5. The proposed transaction is expected to result in an improvement in MyBucks’ equity, while reducing finance cost on the Ecsponent Loans, which is expected to have a direct impact on the net profit of MyBucks. Similar improvements are expected as a result of the Third-Party Recapitalisation of MyBucks, a management restructuring and reduction of overheads, a process which has commenced and is being led by Ecsponent and new MyBucks management.

1.1.6. MyBucks remains a perfect fit in respect of Ecsponent’s target profile as it offers a high technology, high profit margin business, and a strong platform to support growth. In a region with a retail banking penetration of just 38% to GDP (half the global average for emerging markets), the opportunity for fintech innovations to bank the unbanked has never been more pronounced.

1.1.7. Through a change in MyBucks management, refinement of focus and significant cost reduction, the Board sees tremendous potential in this investment. It is accordingly Ecsponent’s intention to hold the MyBucks shares for long term capital growth.

1.2. Categorisation of the Proposed Transaction and approvals required

1.2.1. In terms of the JSE Listings Requirements, the conclusion of the Proposed Transaction is categorised as category 1 transaction and accordingly is subject to the approval of Shareholders by way of ordinary resolution, requiring the approval of 50% + 1 vote of those Shareholders present in person or represented by proxy.

1.2.2. No related parties, as defined in the Listings Requirements, are involved in the Proposed Transaction.

1.3. Purpose of this Circular and notice of General Meeting

1.3.1. The purpose of this Circular is to furnish Shareholders with all the relevant information relating to the Proposed Transaction and to convene the General Meeting in order for Shareholders to consider and, if appropriate, approve the Proposed Transaction.

1.3.2. Notice is hereby given that a General Meeting of Shareholders will be held at 10:30 on Wednesday, 20 November 2019, at the Company’s registered office,

1st Floor, The Wedge, 43 Garsfontein Road, Waterkloof 0145, Pretoria to pass, with or without modification, the ordinary resolution as set out in this notice of General Meeting.

1. Introduction


2.1. Overview of the Debt Restructure2.1.1. The Ecsponent Group has advanced the

Ecsponent Loans to entities in the MyBucks Group. In addition, the Ecsponent Group owes the MyBucks Loans to entities in the MyBucks Group.

2.1.2. Pursuant to the conclusion of the Debt Restructure Agreement, the parties’ have agreed to off-set the Ecsponent Loans and the MyBucks Loans. Details of the loans to be off-set are contained in Annexure 5.

2.1.3. In addition, Ecsponent will acquire the Capital Claim owing to MyBucks, in exchange for a further settlement of the Ecsponent Loans.

2.1.4. The Debt Restructure will result in the Net Ecsponent Loan owing by MyBucks to Ecsponent.

2.1.5. The following loan does not form part of the Debt Restructure, and will remain in place between the Ecsponent Group and the MyBucks Group:

2.1.5.1. a bond which is listed on the Botswana Stock Exchange of Botswana Pula BWP50 million (R67.4 million at an exchange rate of ZAR1.34729: BWP 1 as at the Last Practicable Date) owing to ECS Botswana, by GetBucks Limited (Botswana), a wholly owned Subsidiary of MyBucks.

2.1.6. The remaining terms and warranties contained in the Debt Restructure Agreement is standard for an agreement of its nature.

2.2. Overview of the MyBucks Subscription

2.2.1. MyBucks Subscription Proceeds:2.2.1.1. In terms of the MyBucks Subscription

Agreement, Ecsponent Treasury Services, a wholly owned subsidiary of Ecsponent, will subscribe for, and MyBucks will issue the MyBucks Subscription Shares (constituting 218% of MyBucks issued share capital prior to the Third Party Capitalisation described in paragraph 3 below) for an amount of €1 per MyBucks share, resulting in the MyBucks Subscription Proceeds being payable by Ecsponent Treasury Services to MyBucks.

2.2.1.2. The parties have agreed that the MyBucks Subscription Proceeds will be settled through:2.2.1.2.1. off-setting against the Net

Ecsponent Loan; and 2.2.1.2.2. through a cash Top-Up

Payment in order to ensure that the MyBucks Subscription Proceeds equals €27,829,312, being R450 million at the Euro/ZAR Exchange Rate.

2.2.2. Other terms, warranties and representations

2.2.2.1. The MyBucks Subscription Agreement does not contain any restraint of trade provisions.

2.2.2.2. MyBucks has not provided any guarantees in relation to any book debts or other assets.

2.2.2.3. The remaining terms and warranties contained in the MyBucks Subscription Agreement are standard for an agreement of its nature.

2.2.3. Vendors The MyBucks Subscription Shares

constitute new shares to be issued by MyBucks and accordingly was not acquired by MyBucks from any third-party vendors.

2.2.4. Taxes Any taxes that arise as a result of the

MyBucks Subscription Agreement will be settled in the ordinary course of business.

2.2.5. Goodwill 2.2.5.1. The goodwill which arises as a result of the

MyBucks Subscription is detailed below:

31 DECEMBER 2018*R MILLION

MyBucks net assets 373

Total purchase consideration

2 044

Pursuant to the MyBucks Acquisition set out in this Circular

450

As a result of previous acquisitions**

1 594

Goodwill 1 671

* Based on latest published results.** Represents the purchase price paid by Ecsponent for its initial

39.7% interest in MyBucks.

2.2.5.2. Goodwill that will arise from the acquisition of a controlling interest in MyBucks will be accounted for in terms of the Group’s accounting policy on goodwill, extracted below:

“Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. Goodwill is not amortised but is tested at least annually for impairment.

If goodwill is assessed to be impaired, that impairment is not subsequently reversed.

2. Terms of the Proposed Transaction


For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) that are expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Goodwill arising on the acquisition of foreign entities is considered an asset of the foreign entity. In such cases the goodwill is translated to ZAR at

the end of each reporting period with the adjustment recognised in equity through to other comprehensive income.”

2.2.6. Security Ecsponent has not pledged or ceded the

Subscription Shares to any third party. It is however noted that the MyBucks shares currently held by the Group (prior to the Proposed Transaction), being 39.71% of the issued share capital of MyBucks, is pledged as security to Norsad and Scipion.

2.3. Conditions precedent to the Proposed Transaction

The MyBucks Subscription and the Debt Restructure are inter-conditional. The MyBucks Subscription and the Debt restructure are conditional upon the approval by the requisite majority of Ecsponent shareholders at a general meeting.

The effective date of the Debt Restructure will be the first Business Day after fulfilment of the conditions precedent.

The MyBucks Subscription Shares will be issued to Ecsponent promptly upon satisfaction of the conditions precedent.

3.1. In order to rationalise its capital structure and cost base, MyBucks has concluded the Third-party Recapitalisation Agreements in terms of which the MHMK Mauritius, Finsbury, and Infinitum have agreed to settle the below claims against MyBucks in exchange for the issue of ordinary shares by MyBucks to MHMK Mauritius, Finsbury, and Infinitum as follows:

3.1.1. a claim in favour of MHMK Mauritius for a total amount of €6 million, in exchange for the issue of 6,000,000 shares by MyBucks;

3.1.2. a claim in favour of Finsbury for a total amount of €11 million, in exchange for the issue of 11,015,863 shares by MyBucks; and

3.1.3. a claim in favour Infinitum for a total amount of €8.25 million in exchange for the issue of 8,250,000 shares by MyBucks.

3.2. In addition to the above, GetBucks Botswana, a Subsidiarity of MyBucks acquired a loan book from MHMK Botswana on 31 March 2019 for loan assets with a total collectible amount of €8.9m, for a purchase consideration of €6m. The consideration due to MHMK was settled through the issue of shares by MyBucks,

on behalf of GetBucks Botswana, to MHMK Botswana at a price of €1 per MyBucks share.

3.3. Following the MyBucks Subscription by Ecsponent, the Third-Party Recapitalisation by other third-party creditors of MyBucks (paragraph 3.1), and the acquisition of the loan book (paragraph 3.2), it is expected that Ecsponent will hold 49.86% of the issued share capital of MyBucks, with the MHMK Group, Finsbury and Infinitum holding 9.14%, 16.77%, and 15.06%, respectively, with the remaining shares being held by other non-related shareholders.

3.4. MyBucks has announced its intention to undertake a further rights’ offer during the 2019 calendar year, wherein it will provide its shareholders with the opportunity to subscribe for shares in MyBucks at a price of €1 per MyBucks share. Ecsponent has waived its right to participate in the said MyBucks rights offer provided its voting rights are not reduced below a controlling interest

3. Third party recapitalisation of MyBucks


4.1. The proforma financial effects of the Post Balance Sheet Events the Proposed Transaction have been prepared to illustrate the impact of the Post Balance Sheet Events and the Proposed Transaction on the published consolidated interim financial results of Ecsponent and its Subsidiaries for the six months ended 31 December 2018, had the Post Balance Sheet Events and the Proposed Transaction occurred on 31 December 2018 for SOFP purposes, and on 1 July 2018 for SOCI purposes.

4.2. Proforma financial effects4.2.1. The proforma financial effects have been

prepared using accounting policies that comply with IFRS and that are consistent with those applied in the consolidated

interim results of Ecsponent for the six months ended 31 December 2018.

4.2.2. The proforma financial effects, which are the responsibility of the Directors, are provided for illustrative purposes only and, because of their proforma nature, may not fairly present Ecsponent’s financial position, changes in equity, results of operations, cash flow, nor the effect and impact of the Post Balance Sheet Events and the Proposed Transaction going forward.

4.2.3. The full financial effects are set out in Annexure 1 and should be read in conjunction with the Reporting Accountants’ report thereon, as set out in Annexure 2.

4.2.4. The proforma financial effects are set out below:

4. Proforma financial effects of the Proposed Transaction

FINANCIAL RESULTS “BEFORE”

AFTER THE POST BALANCE SHEET

EVENTS

AFTER THE PROPOSED

TRANSACTION (1) (2) (3)

Basic and diluted EPS (cents) 0.32 11.15 9.56

Basic and diluted HEPS (cents) 0.31 11.14 9.63

Basic and diluted NAV per Share (cents) 17.88 17.77 17.91

Basic and diluted TNAV per Share (cents) 8.25 3.87 167.76

Shares in issue (millions) 1 080 1 080 1 080

Notes:Shareholders are referred to the detailed notes contained in Annexure 1. High-level notes on the above financial effects are set out below:

1. The “Before” column has been extracted from the published consolidated interim financial results of the Group for the six months ended 31 December 2018.

2. This column illustrates the financial effects on the financial results of the Post Balance Sheet Events (i.e. the Pink Orchid Acquisition). 3. This column illustrates the financial effects on the financial results of the Post Balance Sheet Events and the Proposed Transaction.

5.1. The Consolidated Historical Financial Information of MyBucks for the years ended 30 June 2016 to 30 June 2018, as well as the Condensed Consolidated Interim Historical Financial Information for the six-month period ended 31 December 2018 are incorporated by reference in terms of paragraph 11 of this Circular.

5.2. The Independent Reporting Accountants’ review reports on the Consolidated Historical Financial Information of MyBucks for the years ended 30 June 2016 to 30 June 2018 and the Condensed Consolidated Interim Historical Financial Information are set out in Annexure 3 and Annexure 4, respectively.

5. Historical financial information of MyBucks


6. Directors’ opinion on the Proposed Transaction and recommendation

Having regard to the rationale set out in paragraph 1.1 of the Circular, the Board believes that the Proposed Transaction is in line with the Group’s investment strategy. The Directors therefore intend to vote in favour of the Proposed Transaction as regards their shareholding in the Company and recommend that Shareholders do the same.

7. Other information pertaining to Ecsponent and MyBucks

7.1. The following additional information is provided for the purpose of this Circular:

7.1.1. material loans payable by Ecsponent and its Major Subsidiaries – paragraph 8 of the RLP;

7.1.2. material loans receivable by Ecsponent and its Major Subsidiaries – paragraph 9 of the RLP;

7.1.3. interests of Directors and promoters of Ecsponent, Directors’ service contracts and remuneration – paragraph 3 and 6 of the RLP;

7.1.4. major and controlling shareholders - paragraph 5 of the RLP;

7.1.5. material contracts entered into by Ecsponent Group and the MyBucks Group – paragraph 11 of the RLP;

7.1.6. material changes in the Ecsponent Group and the MyBucks Group - paragraph 12 of the RLP;

7.1.7. prospects of Ecsponent Group, paragraph 1.19 to 1.26 of the RLP, and the MyBucks Group - paragraph 2.9 to 2.14 of the RLP;

7.1.8. litigation statement - paragraph 15 of the RLP;

7.1.9. corporate governance statement - paragraph 14 of the RLP; and

7.1.10. the Group’s working capital statement - paragraph 17 of the RLP.

8. Experts’ consents

The Sponsor and Transaction Sponsor, Auditors and Independent Reporting Accountant, Independent Reporting Accountants on MyBucks, and the Transfer Secretaries have consented in writing to act in the capacities stated and to their names being stated in this Circular and, where applicable, to the inclusion of their reports in the form and context in which they have been reproduced, and have not, prior to the Last Practicable Date, withdrawn their consents prior to publication of this Circular.

9. Directors’ responsibility statement

The Directors, whose names are given in the “Corporate Information” section of this Circular, collectively and individually accept full responsibility for the accuracy of the information given and certify that, to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the Circular contains all information required by the Listings Requirements.

10. Estimated expenses

10.1. The total estimated expenses (excluding VAT) incurred by the Ecsponent Group relating to the Proposed Transaction are set out below:

NATURE OF ExPENSE PAID/PAYABLE TO R

Documentation fee JSE 165 793

Transaction Sponsor Questco 750 000

Independent Reporting Accountant on Proformas Nexia SAB&T 150 000

Independent Reporting Accountant on MyBucks PwC 3 200 000

Valuation report Merchantec 450 000

SARB Investec 5 000

Printing and posting INCE 122 000

Contingencies 55 000

Total 4 897 793


10.2. No preliminary expenses have been incurred by the Company in the three years preceding the Last Practicable Date.

10.3. The total estimated expenses (excluding VAT) incurred by the MyBucks Group relating to the Proposed Transaction are set out below:

NATURE OF ExPENSE PAID/PAYABLE TO € R*

Legal expenses Loyens & Loeft 15 000 242 550

Statutory expenses Luxembourg Notary 12 500 194 040

Total 27 500 436 590

* Converted at the Euro/ZAR Exchange Rate.

10.4. No preliminary expenses have been incurred by MyBucks in the three years preceding the Last Practicable Date.

11. Incorporation by reference11.1. The table below contains details of documents that are incorporated into this Circular by reference.

Such information is available on the Company’s website by following the links provided below. Certain documents, as set out in paragraph 12, are available for inspection at the registered offices of the Company and the Sponsor at no charge for a period from the posting of this Circular up to the date of the General Meeting.

NAME OF DOCUMENT

Circular dated 31 March 2016 https://www.ecsponentlimited.com/wp-content/uploads/2016/03/Ecsponent-Limited-March-2016-Circular.pdf

Circular dated 1 March 2017 https://www.ecsponentlimited.com/wp-content/uploads/2017/02/24-February-2017-Ecsponent-related-party-disposal-and-acquisition-circular.pdf

Circular dated 2 August 2018 https://www.ecsponentlimited.com/wp-content/uploads/2018/08/20180802_Ecsponent-Circular-June18_Loan-conversion_Capitis.pdf

December 2018 Circular https://www.ecsponentlimited.com/wp-content/uploads/2018/08/20180802_

Audited annual financial results of the Ecsponent Group for the years ended 31 December 2015 and 31 March 2017, and 30 June 2018

https://www.ecsponentlimited.com/investor-relations/

Ecsponent interim results for the six months ended 31 December 2018

https://www.ecsponentlimited.com/wp-content/uploads/2019/03/20190326_Ecsponent-Interim-Results-Dec18.pdf

Ecsponent MOI https://www.ecsponentlimited.com/wp content/uploads/2018/06/Ecsponent-Limited-Memorandum-of-Incorporation-MOI-updated-02-November-2017.pdf

Report on the Condensed Consolidated Interim Historical Financial Information of MyBucks for the six-month period ended 31 December 20181,2

http://bit.ly/2nCa2ga

Report on the Consolidated Historical Financial Information of MyBucks for the three years ended 30 June 2018, 30 June 2017 and 30 June 20161

http://bit.ly/2lBAKoI

MyBucks announcements of material changes since the last financial year end

https://corporate.mybucks.com/articles/mybucks-obtains-usd-5-million-loan-facility-for-agricultural-finance/4pbNasU0juOWA06QAemisG

https://corporate.mybucks.com/articles/mybucks-strong-operating-profit-growth/5pQfIbD2bSUyKQOoaE6cqs

https://corporate.mybucks.com/articles/notice-of-convening-to-an-extraordinary-general-meeting/1ZW0pJyh9Sc8mqWKCYYusU


11.2. It should be noted that the Independent Reporting Accountant’s review reports issued on the Report on the Condensed Consolidated Interim Historical Financial Information of MyBucks for the six-month period ended 31 December 2018 and the Report on the Consolidated Historical Financial Information of MyBucks for the three years ended 30 June 2018, 30 June 2017 and 30 June 2016, as set out in Annexure 3 and Annexure 4 of this Circular, contains an emphasis of matter in relation to MyBucks’ ability to continue as a going concern.

11.3. Details of MyBucks’ ability to continue as a going concern is contained under note 2:

“Going Concern” of the Report on the Condensed Consolidated Interim Historical Financial Information of MyBucks for the six-month period ended 31 December 2018 incorporated by reference.

12. Documents available for inspection

12.1. The following documents, or copies thereof, will be available for inspection at the registered office of the Company and at the office of the Sponsor, which addresses are set out in the “Corporate Information” section of the Circular, during normal business hours from the date of issue of this Circular until the date of the General Meeting:

12.1.1. the current MOI of the Company and the Constitutional Documents of Major Subsidiaries;

12.1.2. the Material Agreements, the MyBucks Subscription Agreement, the Debt Restructure Agreement and the Third-Party Recapitalisation Agreements;

12.1.3. copies of Directors’ service agreements with the Company and the service agreement with the Company Secretary;

12.1.4. copies of service agreements with directors of Major Subsidiaries, including MyBucks;

12.1.5. the signed Independent Reporting Accountants’ report on the proforma financial information of Ecsponent in respect of the Proposed Transaction, the text of which is included as Annexure 2;

12.1.6. the signed Independent Reporting Accountants’ review reports on the historical financial information of MyBucks, the text of which is included as Annexure 3 and Annexure 4;

12.1.7. the written consent letters referred to in paragraph 8 above;

12.1.8. the audited annual financial results of the Ecsponent Group for the years ended

31 December 2015 and 31 March 2017, and 30 June 2018, and the interim results for the six-month period ended

31 December 2018; 12.1.9. the Consolidated Historical Financial

Information of MyBucks for the years ended 30 June 2016 to 30 June 2018, as well as the Condensed Consolidated Interim Historical Financial Information for the six-month period ended 31 December 2018; and

12.1.10. a signed copy of this Circular.

Signed by TP Gregory in Pretoria for, and on behalf of, all other Directors of the company, in terms of the powers of attorney granted to him by such Directors.

TP GregoryChief Executive Officer22 October 2019


Annexure 1

Proforma financial information of the Proposed Transaction on Ecsponent

The proforma financial information set out in Annexure 1(a) and 1(b) is the responsibility of the Directors and is provided for illustrative purposes only and, because of their proforma nature, may not fairly present the Group’s financial position, changes in equity, results of operations or cash flow, nor the effect and impact of the Post Balance Sheet Events and the Proposed Transaction going forward.

The proforma financial information has been prepared to illustrate the impact of the Post Balance Sheet Events and the Proposed Transaction on the published consolidated interim results of Ecsponent for the six months ended 31 December 2018, had

the Post Balance Sheet Events and the Proposed Transaction occurred on 31 December 2018 for Statement of Financial Position purposes, and had the Post Balance Sheet Events and the Proposed Transaction occurred on 1 July 2018 for the purposes of the Statement of Comprehensive Income. The proforma financial effects have been prepared in accordance with the JSE Listings Requirements, International Financial Reporting Standards (“IFRS”), the accounting policies to be adopted by the Group and the SAICA guide on proforma financial information.


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-

75

2 1

176

Pref

eren

ce s

hare

liab

ility

1

921

-

1 92

1

-

-

-

-

-

-

-

-

-

1

921

Not

e pr

ogra

m 6

-

6

-

-

-

-

-

-

-

-

-

6

Fina

nce

leas

e 1

-

1

0

2

-

-

2

-

-

-

2

3

Trad

e an

d ot

her

paya

bles

-

-

-

0

3

-

-

3

-

-

-

3

3

Def

erre

d ta

xatio

n 1

50

0

1

51

0

3

-

-

3

-

-

-

3

1

53

Cu

rren

t lia

bili

ties

27

6

51

0

78

6

11

3

1

86

0

(3

07

) (

26

8)

1

28

4

(29

)

-

(

1)

1

25

5

2

04

0

Pref

eren

ce s

hare

liab

ility

1

00

-

1

00

-

-

-

-

-

-

-

-

-

1

00

Oth

er fi

nanc

ial l

iabi

litie

s 1

50

510

660

8

3

1

360

(30

7)

(

268)

78

5 (2

9) -

-

75

6 1

417

Cur

rent

tax

pay

able

9

(

0)

8

1

1

0

-

-

1

0 -

-

(

1) 9

1

7

Trad

e an

d ot

her

paya

bles

1

6

-

1

6

2

9

473

-

-

4

73

-

-

-

4

73

4

89

Fina

nce

leas

e 0

-

0

0

1

-

-

1

-

-

-

1

1

Ban

k ov

erdr

aft

0

-

0

1

15

-

-

1

5 -

-

-

1

5 1

5

Tota

l eq

uit

y an

d li

abili

ties

2

77

5

70

5

3

48

0

18

2

2

99

2

5

99

3 0

96

(2

9)

(

37

3)

0

2

69

4

6

17

4

Sh

ares

in is

sue

(00

0)

1

08

0

1

08

0

1 0

80

NAV

per

Sha

re (

cent

s) 1

7.88

17.

77

1

7.91

TNAV

per

Sha

re (

cent

s) 8.

25

3.87

(167

.76)


1. The “Before” column has been extracted from the published unaudited consolidated interim financial results of the Group for the six months ended 31 December 2018.

2. Represents the financial effects of the Post Balance Sheet Events, being the Pink Orchid Acquisition, full details of which are set out in Annexure 1(b) of this Circular. Note that differences arise in these proforma adjustments when compared to the proforma adjustments disclosed in the December 2018 Circular as a result of the use of the Group’s interim results for 31 December 2018 for this Circular, and the use of information as at 31 December 2018, whereas the proformas contained in the December 2018 Circular were based on the Group’s results as at 30 June 2018 and information as at 30 June 2018.

3. Represents the consolidated financial results of Ecsponent for the six-months ended 31 December 2018 after taking into account the Post Balance Sheet Events.

4. Represents the reviewed consolidated interim financial results of MyBucks for the six months ended 31 December 2018, in Euro, being the MyBucks reporting currency.

5. Represents the published unaudited consolidated interim financial results of MyBucks for the six months ended 31 December 2018, in ZAR, converted from its reporting currency into ZAR at the spot exchange rate at 31 December 2018 of 16,45796.

6. Represents the effects of the MyBucks recapitalisation by Ecsponent, through the MyBucks Subscription Agreement, on the SOFP of MyBucks, resulting in the issue of shares by MyBucks for total MyBucks Subscription Proceeds of R450 million, settled through the write-off of net loans of R416 million (being the sum of non-current other financial liabilities of R138 million, current financial liabilities of R303 million and less loans and advances of R29 million) and cash Top-Up Payment of R37 million.

7. Represents the effects of the Third-party Recapitalisation, as set out in the Third-party Recapitalisation Agreements, resulting in the increase in MyBucks’ share capital of R416 million, settled by the third-party subscribers through the settlement of debt of R317 million and the third-party subscribers selling loan assets to MyBucks of R99 million, as set out in paragraph 3.2 of the Circular, in exchange for the issue of shares.

8. Represents the proforma SOFP of MyBucks, after taking into account a) the conversion into ZAR; b) the recapitalisation of MyBucks by Ecsponent and c) the Third-party Recapitalisation.

9. Represents the: ▪ reclassification of the opening balance of the

investment in associated of R1.59 million to an investment in subsidiary, given the acquisition of control.

▪ reclassification of Ecsponent Loans equal to R416 million in Ecsponent’s Group accounts which form part of the MyBucks Subscription Proceeds, to the investment in subsidiary balance; and

▪ the cash Top-Up payment of R37 million as part of the subscription proceeds to the investment in subsidiary balance.

10. Represents the consolidation and elimination journal entries following the consolidation of the MyBucks proforma SOFP, including: ▪ the reversal of the investment in subsidiary

balance (R2 044 million); ▪ the elimination of pre-acquisition reserves

of MyBucks, totalling R373 million, including the reclassification of the R416 million of share capital from MyBucks from the Third-Party recapitalisation (as detailed in note 7 above) into non-controlling interest; and

▪ the recognition of goodwill of R1,671 million on the Ecsponent purchase of MyBucks, which is calculated as the difference between the balance of the investment in subsidiary of R2,044 million, and the pre-acquisition reserves of R373 million. The goodwill balance is supported by both the independent valuation performed by Merchantec, as well as the Board’s internal valuation.

11. Represents the financial effects of entries required in the Ecsponent Group accounts pursuant to the Proposed Transaction, including: ▪ the reversal of an IFRS 9 impairment

charge of R7 million on the loans owing from GetBucks South Africa and GetBucks Eswatini, given that these became intra-group loans following the Proposed Transaction whereby the full balances eliminate on consolidation, with a resulting decrease in the deferred tax asset of R1.9 million, with the balance of R7 million increasing retained earnings; and

▪ transaction costs of R4,9 million and an associated tax benefit of R1,3 million.

12. Represents the combined proforma financial effects of the Proposed Transaction.

13. Represents the proforma SOFP of Ecsponent, after taking into account the Proposed Transaction.

Notes


Pro

form

a st

atem

ent

of c

omp

reh

ensi

ve in

com

e fo

r th

e p

erio

d e

nd

ed 3

1 D

ecem

ber

20

18

R‘m

illio

n

Ecsp

o-n

ent

“Bef

ore”

Effe

cts

of t

he

Ecsp

o-n

ent

Pos

t B

alan

ce

Sh

eet

Even

ts

- C

ircu

-la

r D

ec

20

18

Aft

er

the

Pos

t B

alan

ce

Sh

eet

Even

ts

MY

BU

CK

S S

UB

SC

RIP

TIO

N A

GR

EEM

ENT

Effe

cts

of t

he

MyB

uck

s S

ub

-sc

rip

tion

A

gre

e-m

ent

Aft

er t

he

Pro

-p

osed

Tr

ansa

c-ti

on

MyB

uck

s R

esu

lts

(EU

R)

MyB

uck

s R

esu

lts

(ZA

R)

MyB

uck

s re

cap

i-ta

l-is

atio

n

by

Ec-

spon

ent

MyB

uck

s re

cap

i-ta

li-sa

-ti

on b

y ot

her

th

ird

p

arti

es

MyB

uck

s p

ro-

form

a S

OFP

for

co

nso

li-d

atio

n

Elim

ina-

tion

an

d

con

sol-

idat

ion

jo

urn

al

entr

ies

Ecsp

o-n

ent

Gro

up

En

trie

s

12

3 =

1

+ 2

45

67

8 =

5 +

6

+ 7

91

01

2 =

3

+ 1

11

3 =

3

+ 1

2

Reve

nue

200

-

2

00

34

546

-

-

5

46

-

(45

) 5

01

701

Cos

t of

sal

es (

102)

-

(10

2) (

5) (

79)

-

-

(79

) -

-

(

79)

(18

0)

Oth

er in

com

e 8

0 (

12)

68

2

26

-

-

26

-

(4)

22

90

Ope

ratin

g ex

pens

es (

62)

-

(62

) (

24)

(38

1) -

-

(

381)

-

-

(38

1) (

443)

Fair v

alue

adj

ustm

ent

103

1

51

253

-

-

-

-

-

-

-

-

2

53

Inco

me

from

equ

ity a

ccou

nted

in

vest

men

ts (

0) -

(

0) 1

1

3 -

-

1

3 -

-

1

3 1

3

Adm

inis

trat

ion

cost

s (c

ircu

lar,

prin

ting,

JSE,

spo

nsor

etc

) -

(

2) (

2) -

-

-

-

-

-

(

5) (

5) (

7)

Net

pro

fit/

(los

s) f

rom

op

erat

ion

s b

efor

e fi

nan

ce

char

ges

21

8

13

7

35

5

8

12

6

-

-

12

6

-

(5

4)

72

4

27

Net

Fin

ance

cha

rges

(16

2) -

(

162)

(11

) (

182)

56

36

(90

) -

-

(

90)

(25

2)

Net

pro

fit/

(los

s) b

efor

e ta

xati

on 5

7

13

7

19

4

(4

) (

56

) 5

6

36

3

6

-

(5

4)

(1

9)

17

5

Taxa

tion

(53

) (

20)

(73

) (

2) (

34)

(16

) (

10)

(59

) -

1

5 (

44)

(11

7)

Net

pro

fit/

(los

s) f

or t

he

per

iod

4

11

7

12

1

(6

) (

90

) 4

1

26

(

24

) -

(

39

) (

63

) 5

8

Profi

t fr

om d

isco

ntin

ued

oper

atio

n -

-

-

(

1) (

8) -

-

(

8) -

-

(

8) (

8)

Oth

er c

ompr

ehen

sive

inco

me

5

-

5

(0)

(2)

-

-

(2)

-

-

(2)

3

Non

-con

trol

ling

inte

rest

(0)

-

(0)

(2)

38

38

15

-

54

53

Net

pro

fit/

(los

s) b

efor

e ot

her

com

pre

hen

sive

inco

me

attr

ibu

tab

le t

o or

din

ary

shar

ehol

der

s

9

11

7

12

6

(9

) (

62

) 4

1

26

4

1

5

(3

9)

(2

0)

10

6


R‘m

illio

n

Ecsp

o-n

ent

“Bef

ore”

Effe

cts

of t

he

Ecsp

o-n

ent

Pos

t B

alan

ce

Sh

eet

Even

ts

- C

ircu

-la

r D

ec

20

18

Aft

er

the

Pos

t B

alan

ce

Sh

eet

Even

ts

MY

BU

CK

S S

UB

SC

RIP

TIO

N A

GR

EEM

ENT

Effe

cts

of t

he

MyB

uck

s S

ub

-sc

rip

tion

A

gre

e-m

ent

Aft

er t

he

Pro

-p

osed

Tr

ansa

c-ti

on

MyB

uck

s R

esu

lts

(EU

R)

MyB

uck

s R

esu

lts

(ZA

R)

MyB

uck

s re

cap

i-ta

l-is

atio

n

by

Ec-

spon

ent

MyB

uck

s re

cap

i-ta

li-sa

-ti

on b

y ot

her

th

ird

p

arti

es

MyB

uck

s p

ro-

form

a S

OFP

for

co

nso

li-d

atio

n

Elim

ina-

tion

an

d

con

sol-

idat

ion

jo

urn

al

entr

ies

Ecsp

o-n

ent

Gro

up

En

trie

s

12

3 =

1

+ 2

45

67

8 =

5 +

6

+ 7

91

01

2 =

3

+ 1

11

3 =

3

+ 1

2

CA

LCU

LATI

ON

OF

HEA

DLI

NE

EAR

NIN

GS

Net

pro

fit/

(los

s) f

or t

he

per

iod

4

11

7

1

21

(

8)

(5

1)

15

(

17

) 1

03

▪IA

S 38

Im

pairm

ent

-

-

-

-

-

-

0

0

▪IA

S 16

loss

on

disp

osal

of

asse

t (

0) -

(

0) -

-

1

1

1

▪G

ain

on d

ispo

sal o

f di

scon

tinue

d op

erat

ions

-

-

-

-

-

-

Hea

dlin

e ea

rnin

gs

4

11

7

1

21

(

8)

(5

1)

15

(

16

) 1

04

Sh

ares

in is

sue

(00

0)

1 0

80

1 0

80

1 0

80

1

08

0

Bas

ic a

nd d

ilute

d EP

S 0

.32

1

1.15

(1.

59)

9.5

6

Bas

ic a

nd d

ilute

d H

EPS

0.3

1

11.

14

(

1.52

) 9

.63


1. The “Before” column has been extracted from the published unaudited consolidated interim financial results of the Group for the six months ended 31 December 2018.

2. Represents the financial effects of the Post Balance Sheet events, being the Pink Orchid Acquisition, full details of which are set out in Annexure 1(b) of this Circular. Note that differences arise in these proforma adjustments when compared to the proforma adjustments disclosed in the December 2018 Circular as a result of the use of the Group’s interim results for 31 December 2018 for this Circular and information available as at 31 December 2018, whereas the proformas contained in the December 2018 Circular were based on the Group’s June 2018 results and information available as at 30 June 2018 .

3. Represents the consolidated financial results of Ecsponent for the six-months ended 31 December 2018 after taking into account the Post Balance Sheet Events.

4. Represents reviewed consolidated interim financial results of MyBucks for the six months ended 31 December 2018, in Euro, being the MyBucks reporting currency.

5. Represents reviewed consolidated interim financial results of MyBucks for the six months ended 31 December 2018, in ZAR, converted from its reporting currency into ZAR at the average exchange rate for the six-month period ended 31 December 2018 of 16,0032.

6. Represents the effects of the MyBucks recapitalisation by Ecsponent, through the MyBucks Subscription Agreement, on the SOCI of MyBucks, resulting in a decrease in the finance cost associated with the Ecsponent Loans of R56 million, and an associated tax charge of R16 million. These adjustments will have an on-going impact.

7. Represents the effects of the Third-Party Recapitalisation through the Third-Party Recapitalisation Agreements, on the SOCI of MyBucks, resulting in a decrease in the finance cost associated with the Third-Party loans capitalised of R36 million, and an associated tax charge of R10 million, at 28%. These adjustments will have an on-going impact.

8. Represents the proforma SOCI of MyBucks, after taking into account a) the conversion into ZAR; b) the recapitalisation of MyBucks by Ecsponent and c) the Third-Party Recapitalisation.

9. Represents the consolidation and elimination journal entries, resulting in a non-controlling interest of R15 million recognised against the consolidated profits of the Ecsponent after consolidation of MyBucks. These adjustments will have an on-going impact.

10. Represents the financial effects of entries required in the Ecsponent Group accounts pursuant to the MyBucks Subscription Agreement (including the Debt Restructure Agreement), including:10.1. reversal of the IFRS 9 impairment charge

recognised in other income for the six months ended 31 December 2018, equal to R7 million and an associated tax benefit of R1.9 million m thereon;

10.2. the effects of the Ecsponent Loans capitalised pursuant to the Debt Restructure and MyBucks Subscription Agreement, on the SOCI of Ecsponent, resulting in a decrease of revenue and other income of R45 million and R4 million respectively, and an associated tax benefit of R15.7 million; and

10.3. transaction costs of R4,9 million for the portion of the expenses associated with the Proposed Transaction allocated to the MyBucks Subscription Agreement, and an associated tax benefit of R1.37 million thereon.

Other than the decrease in revenue and other income set out in paragraph 10.2, these adjustments will not have an on-going impact.

11. Represents the combined proforma financial effects of the Proposed Transaction.

12. Represents the proforma SOCI of Ecsponent, after taking into account the Proposed Transaction.

Notes


An

nex

ure

1(b

): P

rofo

rma

stat

emen

t of

fin

anci

al p

osit

ion

for

th

e p

erio

d e

nd

ed 3

1 D

ecem

ber

20

18

Thes

e pr

ofor

mas

hav

e be

en e

xtra

cted

fro

m t

he D

ecem

ber

2018

Circu

lar.

The

diff

eren

ces

betw

een

the

tabl

e se

t ou

t be

low

and

the

pro

form

a ad

just

men

ts c

onta

ined

in

the

Dec

embe

r 20

18 C

ircu

lar

rela

te t

o th

e fa

ct t

hat

the

adju

stm

ents

in t

he D

ecem

ber

2018

Circu

lar

wer

e ba

sed

on t

he 3

0 Ju

ne 2

018

finan

cial

res

ults

, an

d in

form

atio

n av

aila

ble

as a

t 30

Jun

e 20

18,

whe

reas

the

adj

ustm

ents

pre

sent

ed b

elow

are

bas

ed a

nd c

alcu

late

d on

the

Dec

embe

r 20

18 fi

nanc

ial r

esul

ts,

and

info

rmat

ion

avai

labl

e as

at

31

Dec

embe

r 20

18,

spec

ifica

lly a

s it

rela

tes

to:

▪ex

chan

ge r

ates

; an

d ▪

the

liste

d sh

are

pric

e of

MyB

ucks

.

R‘0

00

PIN

K O

RC

HID

PR

OFO

RM

A S

OFP

Pin

k O

rch

id

acq

uis

itio

n,

con

solid

atio

n

and

el

imin

atio

n

jou

rnal

en

trie

s

Tran

sfer

of

inve

stm

ent

to a

ssoc

iate

lin

e an

d

tran

sact

ion

co

sts

Pos

t B

alan

ce

Sh

eet

Even

ts

Pin

k O

rch

id

"Bef

ore"

US

DP

ink

Orc

hid

"B

efor

e" Z

AR

Pin

k O

rch

id

Pos

t B

alan

ce

Sh

eet

Even

ts

Fair

val

ue

adju

stm

ents

to

ass

ets

Pin

k O

rch

id

pro

form

a S

OFP

12

34

56

78

= 5

+ 6

+ 7

AS

SET

S

Non

-cu

rren

t as

sets

-

-

82

7 9

98

1

7 7

57

8

45

75

5

(1

38

88

8)

-

70

6 8

67

Prop

erty

, pl

ant

and

equi

pmen

t -

-

-

-

-

-

-

-

Inve

stm

ent

prop

erty

-

-

-

-

-

-

-

-

Inta

ngib

le a

sset

s an

d go

odw

ill -

-

-

-

-

4

6 11

2 -

4

6 11

2

Def

erre

d ta

xatio

n -

-

-

-

-

-

-

-

Inve

stm

ent

in s

ubsi

diar

y -

-

-

-

-

-

-

-

Inve

stm

ent

in a

ssoc

iate

/JV

-

-

385

750

-

3

85 7

50

4

60 0

06

845

755

Oth

er fi

nanc

ial a

sset

s -

-

2

58 2

49

201

757

4

60 0

06

(

460

006)

-

Loan

s an

d ad

vanc

es -

-

1

84 0

00

(18

4 00

0) -

(

185

000)

-

(18

5 00

0)

Oth

er n

on-c

urre

nt r

ecei

vabl

es -

-

-

-

-

-

-

-

Cu

rren

t as

sets

1

14

4

6 0

00

(

46

00

0)

14

-

(

1 6

34

) (

1 6

20

)

Inve

ntor

ies

-

-

-

-

-

-

-

-

Trad

e an

d ot

her

rece

ivab

les

-

-

-

-

-

-

-

-

Oth

er fi

nanc

ial a

sset

s -

-

-

-

-

-

-

-

Loan

s an

d ad

vanc

es -

-

4

6 00

0 (

46 0

00)

-

-

-

-

Cur

rent

tax

rec

eiva

ble

-

-

-

-

-

-

-

-

Cas

h an

d ca

sh e

quiv

alen

ts 1

1

4 -

-

1

4 -

(

1 63

4) (

1 62

0)

Non

-cu

rren

t as

sets

hel

d

for

sale

-

-

-

-

-

-

-

-

Tota

l ass

ets

1

14

8

73

99

8

(2

8 2

43

) 8

45

76

9

(1

38

88

8)

(1

63

4)

70

5 2

47


R‘0

00

PIN

K O

RC

HID

PR

OFO

RM

A S

OFP

Pin

k O

rch

id

acq

uis

itio

n,

con

solid

atio

n

and

el

imin

atio

n

jou

rnal

en

trie

s

Tran

sfer

of

inve

stm

ent

to a

ssoc

iate

lin

e an

d

tran

sact

ion

co

sts

Pos

t B

alan

ce

Sh

eet

Even

ts

Pin

k O

rch

id

"Bef

ore"

US

DP

ink

Orc

hid

"B

efor

e" Z

AR

Pin

k O

rch

id

Pos

t B

alan

ce

Sh

eet

Even

ts

Fair

val

ue

adju

stm

ents

to

ass

ets

Pin

k O

rch

id

pro

form

a S

OFP

12

34

56

78

= 5

+ 6

+ 7

EQU

ITY

AN

D L

IAB

ILIT

IES

-

-

Cap

ital

an

d r

eser

ves

1

14

1

42

13

4

(3

26

0)

13

8 8

88

(

13

8 8

88

) (

1 1

77

) (

1 1

77

)

Sha

re c

apita

l 1

1

4 -

-

1

4 (

14)

-

(0)

Rese

rves

-

-

-

-

-

-

-

-

Reta

ined

ear

ning

s -

-

1

42 1

34

(3

260)

138

874

(

138

874)

(1

177)

(1

177)

Non

-con

trol

ling

inte

rest

-

-

-

-

-

-

-

-

Non

-cu

rren

t lia

bili

ties

-

-

22

1 7

52

(

24

98

3)

19

6 7

69

-

-

1

96

76

9

Oth

er fi

nanc

ial l

iabi

litie

s -

-

1

96 6

70

-

196

670

-

-

1

96 6

70

Pref

eren

ce s

hare

liab

ility

-

-

-

-

-

-

-

-

Not

e pr

ogra

m -

-

-

-

-

-

-

-

Fina

nce

leas

e -

-

-

-

-

-

-

-

Trad

e an

d ot

her

paya

bles

-

-

-

-

-

-

-

-

Def

erre

d ta

xatio

n -

-

2

5 08

3 (

24 9

83)

100

-

100

Cu

rren

t lia

bili

ties

-

-

51

0 1

12

-

5

10

11

2

-

(4

58

) 5

09

65

5

Pref

eren

ce s

hare

liab

ility

-

-

-

-

-

-

-

-

Oth

er fi

nanc

ial l

iabi

litie

s -

-

5

10 1

12

-

510

112

-

510

112

Cur

rent

tax

pay

able

-

-

-

-

-

-

(45

8) (

458)

Trad

e an

d ot

her

paya

bles

-

-

-

-

-

-

-

-

Fina

nce

leas

e -

-

-

-

-

-

-

-

Ban

k ov

erdr

aft

-

-

-

-

-

-

-

-

Tota

l eq

uit

y an

d li

abili

ties

1

14

8

73

99

8

(2

8 2

43

) 8

45

76

9

(1

38

88

8)

(1

63

4)

70

5 2

47


1. The “Before” USD column has been extracted from the unadjusted audited consolidated audited financial results of Pink Orchid at its incorporation date, presented in USD. Pink Orchid was audited by Nexia SAB&T who expressed an unqualified opinion thereon dated 14 December 2018.

2. The “Before” ZAR column has been extracted from the unadjusted consolidated financial results of Pink Orchid at its incorporation date and converted to ZAR at the ZAR to USD exchange rate on 31 December 2018 being USD1:ZAR14.4963.

3. Illustrates the financial effects of certain assets acquired and liabilities assumed by Pink Orchid following its incorporation, as detailed in the December 2018 Circular, and which includes: ▪ an investment in associate, comprising of a

34.89% investment in GetBucks, for R386 million;

▪ other financial assets comprising of the 15.07% investment in MyBucks, for R258 million;

▪ a claim against Bluthorn Holdings Proprietary Limited, for R230 million, allocated to long-term loans and advances for R184 million, and short-term loans and advances for R46 million;

▪ long term financial liabilities to Tailored Investments Limited for R280 million and Projects for R230 million, resulting in a total long-term liability of R510 million; and

▪ a deferred tax charge of R25 million. 4. Represents the revaluation of the above assets

and liabilities acquired at initial recognition, taking into account the fair value adjustments required on the investments in MyBucks and GetBucks, as well as to align the Pink Orchid accounts in accordance with the Group’s accounting policies, being: ▪ a revaluation of the investment in MyBucks

with R201.7m for a change in the exchange rate and MyBucks trading price at 31 December 2018,

▪ an impairment of the full claim against Bluthorn Holdings Proprietary Limited of

R230 million, being the sum of long-term loans and advances of R184 million and short-term loans and advances of R46 million;

▪ the associated deferred tax liability of R24.9 million due to the aforementioned revaluations; and

▪ a resultant retained earnings charge of R3.26 million.

5. Represents the proforma SOFP of Pink Orchid after the acquisition and revaluation of the assets and liabilities acquired, as detailed in the December 2018 Circular.

6. Represents the acquisition by Ecsponent of the Pink Orchid, and the consolidation journal entries for the consolidation of Pink Orchid proforma SOFP into the Ecsponent Group accounts, involving: ▪ the elimination of pre-acquisition reserves

(equal to R138.8 million); ▪ a reclassification of the loan of R185 million

to investments in associate, being the purchase consideration for MyBucks; and

▪ and the recognition of goodwill of R46 million (calculated as the difference between the pre-acquisition reserve and the purchase price paid).

7. The transfer of Ecsponent’s total investment in MyBucks, having a balance of R460 million, from ‘Other financial assets’ to ‘Investment in associate’, as per the requirements of IFRS. As a result of the additional shares purchased through Pink Orchid, the percentage shareholding in MyBucks increased from 12% to 38.64% (prior to the Proposed Transaction set out in this Circular) which results in MyBucks being classified as an Investment in associate from an Ecsponent Group perspective. This column also includes transaction costs allocated to the Pink Orchid Acquisition of R1.63 million, with a tax benefit of R0.46 million, resulting in a net retained earnings charge of R1.17 million.

8. Represents the consolidated financial results of the Post Balance Sheet Event, as incorporated into column 2 of Annexure 1(a).

Notes


Pro

form

a st

atem

ent

of c

omp

reh

ensi

ve in

com

e fo

r th

e p

erio

d e

nd

ed 3

1 D

ecem

ber

20

18

R‘0

00

PIN

K O

RC

HID

PR

OFO

RM

A S

OC

IP

ink

Orc

hid

A

cqu

isit

ion

by

Ecsp

onen

t

Tran

sfer

of

inve

stm

ent

to a

ssoc

iate

lin

e an

d

tran

sact

ion

co

sts

Pos

t B

alan

ce

Sh

eet

Even

ts

Pin

k O

rch

id

"Bef

ore"

US

DP

ink

Orc

hid

"B

efor

e" Z

AR

Pin

k O

rch

id

Pos

t B

alan

ce

Sh

eet

Even

ts

and

fai

r va

lue

Pin

k O

rch

id

pro

form

a S

OFP

12

34

= 2

+3

56

7 =

4 +

5 +

6

Reve

nue

-

-

-

-

-

-

-

Cos

t of

sal

es -

-

-

-

-

-

-

Oth

er in

com

e -

-

(

11 5

95)

(11

595

) -

-

(

11 5

95)

Ope

ratin

g ex

pens

es -

-

-

-

-

-

-

Fair v

alue

adj

ustm

ent

-

-

150

569

1

50 5

69

-

-

150

569

Inco

me

from

equ

ity a

ccou

nted

inve

stm

ents

-

-

-

-

-

-

-

Adm

inis

trat

ion

cost

s (c

ircu

lar,

prin

ting,

JSE,

sp

onso

r et

c) -

-

-

-

-

(

1 63

4) (

1 63

4)

Net

pro

fit/

(los

s) f

rom

op

erat

ion

s b

efor

e fi

nan

ce c

har

ges

-

-

13

8 9

74

1

38

97

4

-

(1

63

4)

13

7 3

40

Net

fina

nce

char

ges

-

-

-

-

-

-

-

Net

pro

fit/

(los

s) b

efor

e ta

xati

on -

-

1

38

97

4

13

8 9

74

-

(

1 6

34

) 1

37

34

0

Taxa

tion

-

-

(20

846

) (

20 8

46)

-

458

(

20 3

89)

Net

pro

fit/

(los

s) f

or t

he

per

iod

-

-

11

8 1

28

1

18

12

8

-

(1

17

7)

11

6 9

51

Profi

t fr

om d

isco

ntin

ued

oper

atio

n -

-

-

-

-

-

-

Oth

er c

ompr

ehen

sive

inco

me

-

-

-

-

-

-

-

Non

-con

trol

ling

inte

rest

-

-

-

-

-

-

-

Net

pro

fit/

(los

s) b

efor

e ot

her

co

mp

reh

ensi

ve in

com

e at

trib

uta

ble

to

ord

inar

y sh

areh

old

ers

-

-

11

8 1

28

1

18

12

8

-

(1

17

7)

11

6 9

51

-

-

CA

LCU

LATI

ON

OF

HEA

DLI

NE

EAR

NIN

GS

-

-

Net

pro

fit/

(los

s) f

or t

he

per

iod

-

-

11

8 1

28

1

18

12

8

-

(1

17

7)

11

6 9

51

▪IA

S 38

Im

pairm

ent

-

-

-

-

-

-

-

▪IA

S 16

loss

on

disp

osal

of as

set

-

-

-

-

-

-

-

▪G

ain

on d

ispo

sal o

f di

scon

tinue

d op

erat

ions

-

-

-

-

-

-

-

Hea

dlin

e ea

rnin

gs

-

-

11

8 1

28

1

18

12

8

-

(1

17

7)

11

6 9

51


1. The “Before” USD column has been extracted from the unadjusted audited consolidated audited financial results of Pink Orchid at its incorporation date, presented in USD. Pink Orchid was audited by Nexia SAB&T who expressed an unqualified opinion thereon dated 14 December 2018.

2. The “Before” ZAR column has been extracted from the unadjusted consolidated financial results of Pink Orchid at its incorporation date and converted to ZAR at the ZAR to USD exchange rate on 31 December 2018 being USD1:ZAR14.4963.

3. Illustrates the financial effects of certain assets acquired and liabilities assumed by Pink Orchid following its incorporation, as detailed in the December 2018 Circular, and which includes ▪ other income of R11.6 million based on

the devaluation in ZAR: Euro and ZAR: USD exchange rates on the investments in MyBucks and GetBucks;

▪ a fair value adjustment of R151 million as a result of the decrease in the MyBucks share price as at 31 December 2018; and

▪ a deferred tax charge at 15% in relation to the above adjustments.

These adjustments will not have a continuing effect.

4. Represents the proforma SOCI of Pink Orchid after the acquisition of the assets and liabilities set out in the December 2018 Circular.

5. Represents the acquisition of Pink Orchid by Ecsponent and the consolidation and elimination journal entries, which has no impact on the SOCI of the Ecsponent Group.

6. This column includes transaction costs allocated to the Pink Orchid Acquisition of R1.63 million, with a tax benefit of R0.46 million, resulting in a net profit charge of R1.17 million.

This adjustments will not have a continuing effect.

7. Represents the consolidated financial results of the Post Balance Sheet Events, as incorporated into column 2 of Annexure 1(a).

Notes


Annexure 2

Independent Reporting Accountants’ report on the proforma financial information in respect of the Proposed Transaction

25 September 2019 The DirectorsEcsponent Limited1st Floor, The Wedge43 Garsfontein RoadWaterkloof 0145

Introduction We have completed our assurance engagement to report on the compilation of the proforma financial information of Ecsponent by the Directors. The proforma financial information, as set out in paragraph 4 and Annexure 1 of the Circular to be issued by Ecsponent on or about Monday, 30 September 2019 (“the Circular”), consists of the proforma statement of financial position, the proforma statement of comprehensive income and related notes. The applicable criteria for the basis on which the directors have compiled the proforma financial information are specified in the Johannesburg Stock Exchange Limited (JSE) Listings Requirements and described in Annexure 1.

The proforma financial information has been compiled by the Directors to illustrate the impact of the post balance sheet acquisition of Pink Orchid and the subscription by the Ecsponent Group for an additional 27,829,313 shares in MyBucks for a consideration of R450m settled in a combination of cash and the delivery of certain assets, simultaneous with the conclusion of the Debt Restructure, collectively (“the transaction”) on Ecsponent’s financial position, as if the transaction had taken place at 31 December 2018 for purposes of the proforma statement of financial position and at 1 July 2018 for purposes of the proforma statement of comprehensive income.

As part of this process, information about Ecsponent’s financial position and financial performance has been extracted by the Directors from the published unreviewed consolidated results as referenced in Annexure 1 of the Circular on which no report has been published.

Directors’ Responsibility for the Proforma Financial Information The Directors are responsible for compiling the proforma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and the SAICA Guide on Proforma Financial Information (“Applicable Criteria”) described in Annexure 1 of the Circular. Our independence and quality control We are independent of the company in accordance with the sections 290 and 291 of the Independent Regulatory Board for Auditors’ Code of Professional Conduct for Registered Auditors (Revised January 2018), parts 1, 3 and 4B of the Independent Regulatory Board for Auditors’ Code of Professional Conduct for Registered Auditors (Revised November 2018) (together the IRBA Codes) and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities, as applicable, in accordance with the IRBA Codes and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Codes are consistent with the corresponding sections of the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) respectively.

Reporting Accountant’s ResponsibilityOur responsibility is to express an opinion about whether the proforma financial information has been compiled, in all material respects, by the Directors on the basis of the Applicable Criteria based on our procedures performed.

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF THE PROFORMA FINANCIAL INFORMATION OF ECSPONENT LIMITED (“ECSPONENT”)


We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Proforma Financial Information Included in a Prospectus, which is applicable to an engagement of this nature, issued by the International Auditing and Assurance Standards Board. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the proforma financial information has been compiled, in all material respects, on the basis of the Applicable Criteria.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the proforma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the proforma financial information.

The purpose of proforma financial information included in a Circular is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of Ecsponent as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 31 December 2018 would have been as presented.

A reasonable assurance engagement to report on whether the proforma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the proforma financial information

provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether:

▪ the related proforma adjustments give appropriate effect to those criteria; and

▪ the proforma financial information reflects the proper application of those adjustments to the unadjusted financial information.

Our procedures selected depend on our judgment, having regard to our understanding of the nature of Ecsponent, the corporate action or event in respect of which the proforma financial information has been compiled, and other relevant engagement circumstances. Our engagement also involves evaluating the overall presentation of the proforma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

OpinionIn our opinion, the proforma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in paragraph 4 and Annexure 1 of the Circular.

ConsentThis report on the proforma financial information is included solely for the information of the Ecsponent shareholders. We consent to the inclusion of our report on the proforma financial information, and the references thereto, in the form and context in which they appear in the Circular.

Yours faithfully

Nexia SAB&TPer: T.J. de Kock - DirectorJSE Registered Auditor and Reporting Accountant

119 Witch-Hazel Avenue Highveld Technopark Centurion


Annexure 3

Independent Reporting Accountants’ report on the review of the consolidated historical financial information of MyBucks for the years ended 30 June 2018, 2017 and 2016

IntroductionEcsponent Limited (“Ecsponent”) is issuing a circular to its shareholders (“the Circular”) regarding the proposed acquisition of 27,829,313 shares in MyBucks S.A. (“MyBucks” or “the Target”) (“the Proposed Transaction”).

At your request and solely for the purpose of the Circular to be dated on 30 September 2019, we have reviewed the accompanying consolidated statement of financial position of MyBucks and its subsidiaries (together ‘the Group’) as at 30 June 2016, 30 June 2017 and 30 June 2018 and the related consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the years then ended and the notes, comprising a summary of significant accounting policies (“the consolidated historical financial information”), incorporated by reference in terms of paragraph 11 of the Circular, in compliance with the requirements of the JSE Limited Listings Requirements.

Directors’ responsibilityThe directors of Ecsponent are responsible for the preparation, contents and presentation of the Circular and are responsible for ensuring that Ecsponent complies with the requirements of the JSE Limited’s Listings Requirements.

The directors of MyBucks are responsible for the preparation and fair presentation of the consolidated historical financial information in accordance with International Financial Reporting Standards and for such internal control as the directors determine is necessary to enable the preparation of historical financial information that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated historical financial information, the directors of MyBucks are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Reporting accountant’s responsibilityOur responsibility is to express a conclusion on the consolidated historical financial information. We conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, which applies to a review of consolidated historical financial information performed by the independent auditor of the entity. ISRE 2410 requires us to conclude whether anything has come to our attention that causes us to believe that the consolidated historical financial information are not prepared in all material respects in accordance with the applicable

financial reporting framework. This standard also requires us to comply with relevant ethical requirements. A review of consolidated historical financial information in accordance with ISRE 2410 is a limited assurance engagement. We perform procedures, primarily consisting of making inquiries of management and others within the entity, as appropriate, and applying analytical procedures, and evaluate the evidence obtained.

The procedures in a review are substantially less than and differ in nature from those performed in an audit conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit opinion on the consolidated historical financial information. ConclusionBased on our review, nothing has come to our attention that causes us to believe that the consolidated historical financial information do not present fairly, in all material respects, the consolidated financial position of MyBucks as at 30 June 2016, 30 June 2017 and 30 June 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the International Financial Reporting Standards, and the requirements of the JSE Limited Listings Requirements. Material uncertainty relating to going concernWe draw attention to Note “Going Concern” to the consolidated historical financial information, which indicates that the Group is facing financial difficulties and has breached covenants of certain debt facilities during the period ended 30 June 2018. These events or conditions along with other matters set forth in Note “Going Concern”, indicate that a material uncertainty exists which may cast significant doubt on the Group’s ability to continue as a going concern. Our conclusion is not modified in respect of this matter.

Purpose of the reportThis report has been prepared for the purpose of the Circular and for no other purpose.

PricewaterhouseCoopers Inc.Director: L RossouwRegistered AuditorBloemfontein25 September 2019

To the directors of Ecsponent Limited


Annexure 4

Independent Reporting Accountants’ report on the review of the condensed consolidated interim historical financial information of MyBucks for the period ended 31 December 2018

IntroductionEcsponent Limited (“Ecsponent”) is issuing a circular to its shareholders (“the Circular”) regarding the proposed acquisition of 27,829,313 shares in MyBucks S.A. (“MyBucks” or “the Target”) (“the Proposed Transaction”).

At your request and solely for the purpose of the Circular to be dated on 30 September 2019, we have reviewed the accompanying condensed consolidated interim statement of financial position of MyBucks and its subsidiaries (together ‘the Group’) as at 31 December 2018 and the related condensed consolidated interim statements of profit or loss and other comprehensive income, changes in equity and cash flows for the six month period then ended, and selected explanatory notes (“the interim condensed consolidated historical financial information”), incorporated by reference in terms of paragraph 11 of Circular, in compliance with the requirements of the JSE Limited Listings Requirements.

Directors’ responsibilityThe directors of Ecsponent are responsible for the preparation, contents and presentation of the Circular, and are responsible for ensuring that Ecsponent complies with the JSE Limited Listings Requirements. The directors of MyBucks are responsible for the preparation and presentation of the interim condensed consolidated historical financial information in accordance with International Accounting Standard 34 “Interim Financial Reporting” and for such internal control as the directors determine is necessary to enable the preparation of interim condensed consolidated historical financial information that is free from material misstatement, whether due to fraud or error.

Reporting accountant’s responsibilityOur responsibility is to express a conclusion on the interim condensed historical financial information. We conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. ISRE 2410 requires us to conclude whether anything has come to our attention that causes us to believe that the interim condensed consolidated historical financial information is not prepared in all material respects in accordance with the applicable financial reporting framework. This standard also requires us to comply with relevant ethical requirements.

A review of interim condensed financial information in accordance with ISRE 2410 is a limited assurance engagement. We perform procedures, primarily consisting of making inquiries of management and others within the entity, as appropriate, and applying analytical procedures, and evaluate the evidence obtained.

The procedures in a review are substantially less than and differ in nature from those performed in an audit conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit opinion on this interim condensed consolidated historical financial information. Basis for Qualified ConclusionMyBucks prepared the interim condensed consolidated historical financial information for the six-month period ended 31 December 2018 specifically for the purpose of the Circular in order to comply with section 8.7 of the JSE Listing Requirements. As discussed in note 1 to the interim condensed historical financial information, the interim condensed consolidated historical financial information does not include the comparative information for the six-month period ended 31 December 2017, as is required by International Accounting Standard 34, “Interim Financial Reporting”.

Qualified ConclusionBased on our review, with the exception of the matter described in the preceding paragraph, nothing has come to our attention that causes us to believe that the interim condensed consolidated historical financial information for the six months ended 31 December 2018 incorporated by reference in terms of paragraph 11 of the Circular, is not prepared, in all material respects, in accordance with the International Financial Reporting Standard, (IAS) 34 Interim Financial Reporting, and the JSE Limited Listings Requirements.

Material uncertainty relating to going concernWe draw attention to Note “Going Concern” to the interim condensed historical financial information, which indicates that the Group is facing financial difficulties and has breached covenants of certain debt facilities during the period ended 31 December 2018. These events or conditions, along with other matters set forth in Note “Going Concern”, indicate that a material uncertainty exists which may cast significant doubt on the Group’s ability to continue as a going concern. Our conclusion is not modified in respect of this matter.

Purpose of the reportThis report has been prepared for the purpose of the Circular and for no other purpose.

PricewaterhouseCoopers Inc.Director: L RossouwRegistered AuditorBloemfontein25 September 2019

To the directors of Ecsponent Limited


Anne

xure

5

MyB

uck

s n

et p

osit

ion

CU

RR

ENT

DEB

T IN

MY

BU

CK

S

NA

ME

TRA

NS

AC

TIO

N D

ESC

RIP

TIO

NA

SS

IGN

OR

AS

SIG

NEE

SEC

UR

ITY

P

RO

VID

EDZ

AR

Loan

acc

ount

bet

wee

n Ec

spon

ent

and

MyB

ucks

fol

low

ing

the

acqu

isiti

on b

y M

yBuc

ks o

f th

e VSS

Pre

fere

nce

Sha

res

from

Ec

spon

ent,

res

ultin

g in

an

effe

ctiv

e re

dem

ptio

n of

the

VSS

Pr

efer

ence

Sha

res

in a

ccor

danc

e w

ith t

he t

erm

s of

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Revised listing particulars


Description of the Ecsponent Group1.1. The Group is a financial services

business that invests in credit and equity opportunities in companies which are active in attractive and high-growth sectors in select markets. The Group’s credit activities are tailored towards enterprise development initiatives that improve financial inclusion for small to medium enterprises (“SMEs”) operating in select markets, with a particular focus on Africa. The Group’s equity investment activities are sector agnostic and focused towards investing in companies with substantial potential to achieve above average equity returns over a medium to long term holding period.

1.2. Ecsponent was first incorporated as a private company in March 1995, after which it converted to a public company on 9 July 1998. It was listed on the Venture Capital Market of the JSE on 6 August 1998 and transferred onto the Main Board of the JSE on 20 June 2016.

1.3. Ecsponent functions as a holding company, which develops interests in operational subsidiaries. Details of Major Subsidiaries are set out in Annexure A of this RLP. Main operational segments include: ▪ retail and institutional investment

offerings; ▪ lending/credit products; and ▪ equity investments.

1.4. Ecsponent ensures the strategic alignment of its investment targets by applying a highly focused approach to acquisitions. Core to the approach is that target businesses should provide high barriers

to entry and high gross profits resulting in above-average levels of sustainable returns.

1.5. There is no government protection or investor encouragement law pertaining to the business operated by the Ecsponent Group.

1.6. No new material laws are applicable to Ecsponent as a result of the Proposed Transaction.

1.7. An overview of the Group’s activities is provided below.

Investment Services1.7. The Group’s Preference Share Programme

and Note Programme, which raise capital to fund investments, are instrumental in facilitating the Group’s expansion strategy.

1.8. As at the Last Practicable Date, the Company had issued and listed Preference Shares in excess of R1.8 billion, and Notes in excess of R31 million.

1.9. This unit’s ability to deliver effective investment and other financial services products to the retail market is one of its core competencies. To leverage opportunities offered through the established distribution channel, the investment services business unit offers an array of its own and third-party investment products to the market, specifically focusing on compulsory retirement funds. These products provide the investment services unit with the ability to meet multiple investment needs of the client base and will result in additional profit opportunities for the Group.

1. Description and prospects of the Ecsponent Group

The definitions and interpretations commencing on page 7 of the Circular apply mutatis mutandis to these RLP.

The Board announced on 26 March 2019 with supplementary announcements rebased on 24 May 2019, 26 July 2019 and 13 September 2019 that the Company had concluded agreements with MyBucks setting out the terms which would enable Ecsponent to take control of MyBucks (through the MyBucks Subscription) and which would facilitate a restructure of the various loans owing to and from entities in the MyBucks Group and the Ecsponent Group (through the Debt Restructure). Detailed terms of the Proposed Transaction are set out in the circular to which these RLPs form part.

These revised listing particulars are provided on Ecsponent, after the MyBucks Acquisition, for information purposes.


1.10. In Eswatini, operations mirror activities in South Africa, and capital is raised via a Collective Investment Scheme (“CIS”) Manager which has successfully introduced a range of new investment products to the market.

1.11. In Botswana, the investment services business unit raises capital solely from institutional sources.

1.12. In Zambia, the Group holds a 25% stake in Ecsponent Financial Services Zambia Proprietary Limited, a local Zambian entity, which is registered as a deposit-taking financial institution.

Credit1.13. The credit business unit provides secured

credit to fund the business operations of qualifying entities. The unit has two distinct models that cater to the needs of specific unbanked and underbanked SMEs. Both models offer unique loan and funding products that are fully secured so that the Group never takes an unsecured position, thereby minimising its risk. The three models are as follows:

1.13.1. the secured credit model which provides wholesale funding to target businesses. The nature of these transactions are typically medium-term facilities, but with a short-term call-up to ensure liquidity for the Group;

1.13.2. bridging finance for distressed property transactions; and

1.13.3. Ecsponent’s supply chain solution and enterprise development solutions which aim to integrate qualifying vendors into the formal supply chain of large corporate businesses.

1.14. The roll-out of the Group’s business credit offering into Africa replicates the South African model and leverages off the infrastructure, systems, products and management expertise of the local business.

1.15. The Group controls all credit operations centrally, which significantly improves both governance and consistency across the operations. In addition, the centralised procurement and logistics operations provide the critical mass required to support enterprise development in each of the territories. At the same time, it contributes to securing the Group’s interests in transactions related to the supply chain and enterprise development activities.

1.16. The demand for credit from the SME sector remains buoyant, resulting in continued, sustained growth of the business across the Group’s footprint.

Material Equity Holdings1.17. Ecsponent has a well-defined investment

philosophy and invests in companies that demonstrate a strong growth track-record, coupled with significant commercial potential that result in above average investment returns. The Group strives to acquire interests in developing high-tech businesses with high intellectual property and high barriers to entry. Currently, the Group’s equity investment holdings include investments in financial technology and financial services (“Fintech”), digital media and healthcare, the most material of which is its investment into Fintech.

Fintech investment1.18. The Group currently has a 39.71%

investment in MyBucks, following approval received for the Pink Orchid Acquisition from Shareholders on 22 January 2018. Following the Proposed Transaction and the Third-Party Recapitalisation, this will increase to a controlling interest of 49.86% of the MyBucks issued shares being held by Ecsponent. MyBucks, a Fintech company, fits the Group’s target investment profile. Fintech is changing the way Africans transact, bank, and borrow. Smartphones with their feature-rich operating systems, provide platforms for applications that can make financial services accessible, convenient and simple. As smartphone prices decrease, penetration levels are exceeding expectations. By 2020, it is projected that there will be more than half a billion smartphones in use on the African continent.

(Source: http://www.africanews.com/2017/07/25/over-half-a-billion-mobile-subscribers-in-africa-by-2020-hi-tech//)

Prospects of the Ecsponent Group1.19. For an overview of the Group’s operating

results per segment, refer to note 13 of the Ecsponent Interim Results (consolidated segment information), which is incorporated by reference in terms of paragraph 11 of the Circular.

1.20. The Group has taken active steps in the past few years to increase its interest in MyBucks to a controlling interest. This allows Ecsponent to direct the strategy of MyBucks going forward.

1.21. The Board plans to undertake a rationalisation of the MyBucks group to ensure that its core focus returns to operations that are currently profitable.

1.22. Having regard to the above steps taken, and the MyBucks prospects and strategy set out below, the Board is of the opinion that the Group’s prospects are good and


that the Group is positioned for growth going forward.

1.23. Each of the Group’s businesses pursue clear strategies to ensure that the Group’s objectives are met, thereby augmenting the Directors’ opinion on the prospects of the Group.

1.24. Investment Services The Group aims to continue to expand the

product offering to the Group’s clients, thereby ensuring that the Group provides a more holistic destination for client’s investments. In so doing, the Investment Services division generates an annuity income base from suppliers which improves the profitability of the business. In addition, the investment services division is tasked with securing institutional funding facilities to reduce the Group’s cost of capital.

1.25. Credit The Group aims to entrench Ecsponent’s

empowerment funding offering in South Africa and expand this offering in each of the geographical locations in which the Group operates. The Proposed Transaction are expected to improve both the geographical footprint from which the Group is able to distribute its proven products, but also facilitates access to cheaper finance in offshore operations.

1.26. Equity Holdings The Group continues to develop a

significant and empowered equity holding business, with robust underlying investments that contribute to both the profitability and capital growth of the Group.

Description of the MyBucks Group2.1. MyBucks is a financial technology company,

which embraces technology as a means to provide financial products and services in predominantly high-growth emerging markets.

2.2. MyBucks was first incorporated on 7 August 2015, however the various

MyBucks operations were established from 2011. MyBucks was converted to a public company in 2016 and listed on the Frankfurt Stock Exchange on 20 June 2016, under share code MBC:GR and ISIN LU1404975507.

2.3. As at the Last Practicable Date, the MyBucks share price was trading at €0.67 per share, resulting in a market capitalisation of €8.3 million (equal to R132.1 million at the EUR/ZAR Exchange Rate).

2.4. The MyBucks Group has expanded into various jurisdictions and different operational models, as follows:

Banking: Zimbabwe, Mozambique, Uganda, Malawi

and Zambia;

Lending: Botswana and Australia; and

Management and technology: Luxembourg.

2.5. MyBucks has five banking licenses and several non-banking financial institution licenses and offers products such as savings, short-term single payment loans, instalment loans and other credit-related services similar to those of Ecsponent. Banking licenses are detailed in the table below:

2. Description and prospects of MyBucks

COUNTRY BANKING ENTITY IN THE MYBUCKS GROUP

% OWNERSHIP INTEREST HELD BY MYBUCKS

Mozambique MyBucks Bank Mozambique S.A 96.5%

Uganda Opportunity Bank Uganda Limited 49%

Malawi MyBucks Banking Corporation Limited

100% from 1 January 2019

Zimbabwe GetBucks Microfinance Bank Limited

55% from 29 July 2019

Zambia Ecsponent Financial Services (Tier 2 deposit taking license, with an application submitted for a Tier 1 license) trading as MyBucks

65%


2.6. Apart from its financial services business, MyBucks also offers technology services to other financial institutions and envisions to grow its technology arm particularly outside of Africa. Financial products offered by MyBucks include banking, lending (short- and long-term), insurance, credit reports and budgeting tools.

2.7. The MyBucks business model and digital strategy is about engaging customers with positive experiences, improving operations for MyBucks employees and leveraging technology to deliver services in a cost-efficient manner. Through the MyBucks brands – GetBucks, GetSure and MyBucks Banking Corporation (MBC) – MyBucks offers consumer loans and banking solutions, including insurance products. Their solutions are created with the aim of driving financial inclusion for both the unbanked and under-banked, as well as the financially vulnerable population globally.

2.8. There is no government protection or investor encouragement law pertaining to the business operated by the MyBucks Group.

Prospects of the MyBucks Group2.9. For an overview of the operational

performance and results of the MyBucks’ operating segments, refer to note 17 of the MyBucks report on the Consolidated Interim Historic Financial Information for the period ended 31 December 2018 (Segment reporting), which is incorporated by reference in terms of paragraph 11 of the Circular.

2.10. The Ecsponent Group has been one of the primary funders of the MyBucks group since its establishment in 2011 and supportive of the Fintech group’s growth and value proposition. As part of Ecsponent’s strategy to increase its investment base of assets focused on capital growth, the Ecsponent Group has increased its shareholding in MyBucks over the past three years. This has resulted in an improved balance between short-term cash generative assets and longer-term capital growth assets.

2.11. As with all its investments, Ecsponent has been monitoring the MyBucks Group and management believes that it is now opportune to take control of MyBucks. Ecsponent has successfully approached the MyBucks board of directors to bring about changes for it to assume control of the MyBucks Group, strengthen management and unlock operational inefficiencies for enhanced profitability. These changes will also further ensure alignment between Ecsponent and MyBucks and is expected to result in a realisation of Ecsponent’s investment objectives.

2.12. The Proposed Transaction are expected to result in an improvement in MyBucks’ equity, while reducing finance cost on the Ecsponent Loans, which is expected to have a direct impact on the profitability of MyBucks. Further improvements are expected following a management restructuring and reduction of overheads, a process which has commenced and is being led by Ecsponent and new MyBucks management.

2.13. MyBucks’ long term strategy is to build on their core banking assets throughout Africa, with a sale or phased exit of non-core activities. MyBucks plans to target the top three position by market share in retail banking for every country they are present in, currently being Uganda, Malawi, Mozambique, Zambia and Zimbabwe, and expand into Botswana and other English-speaking African markets.

2.14. MyBucks remains a perfect fit in respect of Ecsponent’s target profile as it offers a high technology, high profit margin business, and a strong platform to support growth. In a region with a retail banking penetration of just 38% to GDP (half the global average for emerging markets), the opportunity for Fintech innovations to bank the unbanked has never been more pronounced. Through a change in MyBucks management, refinement of focus and significant cost reduction, the Ecsponent Board see tremendous potential, and long-term growth, in this investment.


3.1. The Ecsponent Board currently comprises three executive Directors and three independent non-executive Directors.

3.2. Information relating to the Directors, and directors of Major Subsidiaries, including their full names, business addresses, expertise, experience and directorships and/or partnerships held during the past five years are set out in Annexure B of these RLP.

3.3. No consideration, has been paid, or agreed to be paid to:

3.3.1. any Director, or director of a Major Subsidiary, or a related party to the aforementioned;

3.3.2. another company in which a Director, or director of a Major Subsidiary, as applicable, has a beneficial interest, or of which such Director, or director of a Major Subsidiary, as applicable, is also a director; or

3.3.3. any partnership, syndicate or other association of which the Director, or director of a Major Subsidiary, as applicable, is a member, to induce the Director, or director of a Major Subsidiary, as applicable, to become a director, to qualify as a director or for services rendered by the director or by a company, partnership, syndicate or other association, in connection with the promotion or formation of the Company or its Major Subsidiaries.

3.4. No part of the business of the Company, or its Major Subsidiaries, are managed by an external management company.

3.5. Eligibility, appointment and retirement of Directors

3.5.1. Apart from satisfying the qualification and eligibility requirements set out in section 69 of the Companies Act, a person need not satisfy any additional eligibility requirements or qualifications to become or remain a Director or a prescribed officer of the Company or its Major Subsidiaries, it being noted that MyBucks operates under the Luxembourg Companies’ Act and is therefore not subject to the eligibility requirements set out in the Companies Act.

3.5.2. No person has been granted any additional right to appoint any particular director, or number of directors on the boards of Ecsponent or any of its Major Subsidiaries.

3.5.3. No Director, an no directors of Major Subsidiaries, have been appointed for life or for an indefinite period. MyBucks directors are appointed for a term not exceeding six years in terms of article 7 of its Constitutional Documents.

3.5.4. Directors of Ecsponent shall rotate in accordance with the following provisions of the Company’s MOI:

3.5.4.1. at each annual general meeting 1/3 (one third) of the non-executive Directors for the time being, or if their number is not 3 (three) or a multiple of 3 (three), the number nearest to 1/3 (one third), but not less than 1/3 (one third), shall retire from office, provided that if a Director is appointed as an executive Director or as an employee of the Company in any other capacity, he or she shall not, while he or she continues to hold that position or office, be subject to retirement by rotation and he or she shall not, in such case, be taken into account in determining the rotation or retirement of Directors;

3.5.4.2. the Directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who were elected as Directors on the same day, those to retire shall, unless they otherwise agree among themselves, be determined by lot; and

3.5.4.3. a retiring Director shall be eligible for re-election.

3.5.5. The Ecsponent Board shall provide the Shareholders with a recommendation in the notice of the meeting at which the re-election of a retiring Ecsponent Director is proposed, as to which retiring Directors are eligible for re-election, taking into account that Director’s past performance and contribution.

3.5.6. The directors of MyBucks are not subject to any specific rotation requirements. The directors may however be removed at any time, with or without cause, by a resolution of the MyBucks shareholders, at a general meeting of shareholders.

3.5.7. There is no provision in the MOI of the Company, or the Constitutional Documents of its Major Subsidiaries, requiring the retirement or non-retirement of directors under an age limit.

3.6. Remuneration of Directors, and directors of Major Subsidiaries

3.6.1. Remuneration of Directors, and directors of Major Subsidiaries, is approved by the Board, or by the relevant board of the Major Subsidiary, as a whole. Both Ecsponent and MyBucks have constituted a remuneration committee which recommends remuneration to the respective boards.

3.6.2. No Director, or director of a Major Subsidiary, has any power to vote remuneration to themselves or any other member of the Board of Ecsponent, or the board of the Major Subsidiary, as applicable.

3.6.3. The provisions governing remuneration of Directors of the Company is set out in clauses 26.5.1, 26.5.2, 28.2 and 29.1 of the MOI of the Company. The provisions

3. Directors


governing remuneration of directors of MyBucks is set out in article 7 of the Constitutional Document of MyBucks, which states that shareholders of MyBucks will approve or ratify the remuneration of directors. The MOI of the Company and Constitutional Documents of its Major Subsidiaries are incorporated by reference in terms of paragraph 11 of the Circular.

3.6.4. In additional to the provisions of the Company’s MOI, Directors’ fees paid for their services as Directors require the approval of Shareholders by way of a special resolution, approved by the Shareholders within the previous 2 (two) years, as set out in section 66(8) and (9) of the Companies Act, and the power of the Company in this regard is not limited or

restricted by Ecsponent’s MOI.3.6.5. Directors emoluments, and the

emoluments of directors of Major Subsidiaries, are set out in Annexure C of these RLP.

3.6.6. There will be no variation in the remuneration of any of the Directors, or directors of Major Subsidiaries, as a consequence of the Proposed Transaction.

3.7. Directors’ interests in securities 3.7.1. At the Last Practicable Date, the Directors

(and their associates), including Directors who have resigned in the 18 months preceding the Last Practicable Date, held, directly or indirectly, the beneficial interests indicated in the table below:

DIRECTOR DIRECT INDIRECT TOTAL SHARES HELD

% HOLDING

RJ Connellan 2 495 080 - 2 495 080 0.23%

KA Rayner 3 349 366 - 3 349 366 0.31%

BR Topham1 - 2 492 222 2 492 222 0.23%

G Manyere - 610 558 527 610 558 527 56.56%

TP Gregory 38 634 423 - 38 634 423 3.58%

D van der Merwe2 14 500 000 5 500 000 20 000 000 1.85%

B Shanahan3 4 622 096 - 4 622 096 0.43%

Total 63 600 965 618 550 749 682 151 714 63.19%

1. Resigned with effect from 31 January 2019.2. Appointed with effect from 1 February 2018.3. Resigned with effect from 31 January 2018.

3.7.2. Other than an additional interest acquired by G Manyere in Ecsponent shares (included in the table above), there have been no other changes in the Directors’ interests between the preceding financial year end of the Company, being 30 June 2018, up to the Last Practicable Date.

3.7.3. At the Last Practicable Date, the directors (and their associates) of MyBucks, including directors who have resigned in the 18 months preceding the Last Practicable Date, held, directly or indirectly, the beneficial interests in MyBucks as indicated in the table below:

DIRECTOR DIRECT INDIRECT TOTAL SHARES HELD

% HOLDING

Markus Schachner - - - -

Trevor Joslin - - - -

George Manyere - 4 090 938 4 090 938 32.17%

Dennis Wallestad - - - -

Dave van Niekerk - 3 406 552 3 406 552 26.79%

Timothy Nuy - 150 000 150 000 1.18%

Christopher Hall - - - -

Cornel Vermaak - - - -

Willem Oberholzer - - - -

Riaan Paul - - - -

Total 7 647 490 7 647 490 60%


There have been no changes in the above interests between the last financial period and the Last Practicable Date.

3.8. Directors’ service contracts 3.8.1. The Proposed Transaction will not result

in any new Director appointments, to the Company or any of its Major Subsidiaries, being proposed. It is however noted that MyBucks had announced, on 26 March 2019, the following changes to its board of directors:

3.8.1.1. the retirement of D van Niekerk, as former chief executive director and executive chairman;

3.8.1.2. the appointment of Timothy Nuy as chief executive director;

3.8.1.3. the appointment of Christopher Hall as independent non-executive chairman. Mr Hall has resigned from the board of MyBucks and Markus Schachner was appointed as acting chairmen; and

3.8.1.4. the appointment of Mr. Riaan Paul as Chief Financial Officer.

3.8.2. Each executive Director, and directors of Major Subsidiaries, has entered into an employment contract which incorporates the normal terms of an employment contract for an executive director, including a notice period applicable to termination of employment.

3.8.3. None of the Directors of the Company, or any of its Major Subsidiaries, are subject to restraints of trade, and neither the Group, nor any of its Major Subsidiaries, have entered into any agreements containing provision for restraint of trade payments.

3.8.4. There are no contracts entered into with third parties, or proposed to be entered into, by the Company or any of its Major Subsidiaries, for secretarial or technical fees.

3.9. Directors’ and promoters’ interests in the transactions

3.9.1. None of the Directors (or Directors who have resigned in the 18 months preceding the Last Practicable Date) of the Company, or directors of its Major Subsidiaries, and no promoter, have had any material beneficial interests, whether direct or indirect, in the Proposed Transaction.

3.9.2. G Manyere, a director of MyBucks and Ecsponent, had a beneficial interest in the transactions concluded between MyBucks and the MHMK Group, including the Third-Party Capitalisation, by virtue of his interest in the MHMK Group.

3.9.3. Save for the transactions described in this paragraph 3.9, and save for Shares held by Directors in the Ecsponent Group, and the shares in MyBucks held

by the directors of MyBucks, as set out in paragraph 3.7 above, none of the Directors (or Directors who have resigned in the 18 months preceding the Last Practicable Date) of the Company, or directors of Major Subsidiaries (or directors who have resigned in the 18 months preceding the Last Practicable Date), have had any material beneficial interests, whether direct or indirect, in:

3.9.3.1. any other transactions that were affected during the current or immediately preceding financial year; or

3.9.3.2. in any transaction concluded during an earlier financial year that remains outstanding or unperformed in any respect.

3.10. Directors’ declaration 3.10.1. None of the Directors, or directors of

Major Subsidiaries, have:3.10.1.1. been a director of a company that has

been put into liquidation, or been placed under business rescue proceedings, or had an administrator or other executor appointed during the period when he was (or within the preceding 12 months had been) one of its directors, or alternate directors or equivalent position;

3.10.1.2. themselves, or any company of which they were a director or an alternate director or officer at the time of the offence, been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the Companies Act;

3.10.1.3. been removed from an office of trust, on grounds of misconduct, involving dishonesty;

3.10.1.4. been disqualified by a court from acting as a director of a company or from acting in management or conduct of the affairs of any company;

3.10.1.5. been convicted of an offence resulting from dishonesty, fraud, theft, perjury, misrepresentation or embezzlement;

3.10.1.6. been adjudged bankrupt or sequestrated in any jurisdiction;

3.10.1.7. been a party to a scheme of arrangement (other than pursuant to a merger or restructure) or made any other form of compromise with his creditors;

3.10.1.8. been found guilty in disciplinary proceedings, by an employer or regulatory body, due to dishonest activities;

3.10.1.9. had any court grant an order declaring him to be a delinquent or placed such director under probation in terms of section 162 of the Companies Act and/or 47 of the Close Corporation Act, 1984 (Act No 69 of 1984) of South Africa;

3.10.1.10. been barred from entry into any profession or occupation;


3.10.1.11. been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the Companies Act;

3.10.1.12. received any official public criticisms by any statutory or regulatory authorities (including recognised professional bodies);

3.10.1.13. had any bankruptcies, insolvencies or individual voluntary compromise arrangements;

3.10.1.14. been involved in any business rescue plans or proceedings;

3.10.1.15. entered into any compulsory liquidations, administrations or partnership voluntary arrangements of any partnerships where such person is or was a partner at the time of, or within the 12 months preceding such event; or

3.10.1.16. entered into receiverships of any asset(s) of such person or of a partnership of which the person is or was a partner at the time of, or within the 12 months preceding, such event.

The authorised and issued share capital of Ecsponent as at the Last Practicable Date, is set out below:

AUTHORISED R’000

2 495 080

AUTHORISED ORDINARY SHARES

1 000 000 000 000 Ordinary Shares of no par value No par value

AUTHORISED PREFERENCE SHARES

1 000 000 000 Class A Preference Shares No par value

1 000 000 000 Class B Preference Shares No par value

1 000 000 000 Class C Preference Shares No par value

1 000 000 000 Class D Preference Shares No par value

1 000 000 000 Class E Preference Shares No par value

1 000 000 000 Class F Preference Shares No par value

1 000 000 000 Class G Preference Shares No par value

ISSUED SHARE CAPITAL

1 079 555 364 Ordinary Shares of no par value 145 170

783 069 Class A Preference Shares 75 804

5 850 050 Class B Preference Shares 570 917

7 585 564 Class C Preference Shares 734 451

4 497 216 Class D Preference Shares 449 722

2 082 130 Class E Preference Shares 208 213

54 762 Class G Preference Shares 5 476

4. Share capital

4.1. No securities are held in treasury. 4.2. The Proposed Transaction as detailed in the

Circular have no impact on the authorised and issued share capital of the Company.

4.3. A summary of the alterations, issues and offers of securities by the Company during the three years preceding the Last Practicable Date is set out in Annexure D to these RLP.

4.4. There have been no consolidations or sub-divisions of securities by the Company in the preceding three years.

4.5. No Ordinary Shares have any conversion rights. Classes A, B, C, D, E and G Preferences Shares are convertible into Ordinary Shares on an Event of Default.

4.6. The paragraphs on voting rights, rights to dividends, profits, capital, rights on liquidation and redemption rights of securities, as well as consents required for a variation in the aforementioned rights, are set out in the MOI of the Company and are incorporated by reference in terms of paragraph 11 of the Circular as follows:

4.6.1. Voting rights - clause 22.1.1 and 22.1.2, clauses 24.1 and 24.2 and clause 27.5 (Ordinary Shares) and clause 8 of Schedule 2 (Preference Shares);

4.6.2. Rights to dividends - clause 36.1 and clause 36.6 (Ordinary Shares) and clause 4 of Schedule 2 (Preference Shares);


4.6.3. Rights to profits - clauses 37.1 and 37.3 (Ordinary Shares) and clause 10 of Schedule 2 (Preference Shares);

4.6.4. Rights to capital - clause 4.1 (Ordinary Shares) and clause 9 of Schedule 2 (Ordinary Shares);

4.6.1. Rights on liquidation - clause 6.1.1.3 (Ordinary Shares) and clause 9 of Schedule 2 (Preference Shares);

4.6.2. Redemption rights - Clause 6 of Schedule 2 of the MOI (applicable only to Preference Shares); and

4.6.3. Variation of rights - Clause 6.2.2. Preference Clause 8.1 of Schedule 2 of

the MOI. 4.7. No dividends on Ordinary Shares were declared or paid during the 2018

financial year.4.8. Authorised but unissued Shares are under

the control of the Directors. Directors have a general authority to issue Shares for cash, limited to 30% of the total Shares in issue as at the date of the last annual general meeting (being 323 866 609 Shares), subject to certain restrictions in line with the JSE Listings Requirements. Directors have authority to issue all the authorised but unissued Preference Share capital, limited to the Preference Share

Programme amount, being R5 billion for all classes of Preference Shares.

4.9. Both the Ordinary Shares and the issued Preference Shares are listed on the JSE. The issued share capital of MyBucks is listed on the Frankfurt Stock Exchange, and the issued share capital of GetBucks Microfinance Bank Limited is listed on the Zimbabwe Stock Exchange. No shares issued by any other companies in the Ecsponent Group, or in the MyBucks Group, are listed on any other stock exchange.

4.10. Other than the any potential conversion of the Preference Shares, as set out in paragraph 4.5 above, and other than the rights afforded to MyBucks employees in term of paragraph 4.11 below, no person has any option or preference right of any kind to subscribe for any securities in the Company, or in any of its Major Subsidiaries, or to acquire securities in the Company or its Major Subsidiaries from any person to whom they were allotted or agreed to be allotted.

4.11. MyBucks currently has an employee share scheme in place whereby participants of the scheme can subscribe for MyBucks shares at €16 per MyBucks share.

5. Major and controlling shareholders

5.1. Shareholders directly or indirectly beneficially interested in more than 5% of the Ordinary Share capital of Ecsponent as at the Last Practicable Date, other than Directors, are set out below.

SHAREHOLDER’S NAME NO. OF SHARES % TOTAL SHAREHOLDING

MHMK SA 610 558 527 56.56%

5.2. On 29 September 2016, the MHMK SA acquired 34.90% of its interest in Ecsponent, thereby becoming the controlling Shareholder of Ecsponent. MHMK SA increased its shareholding in Ecsponent via the following transactions: ▪ underwriting of a rights offer

undertaken by Ecsponent in February 2017, resulting in an increased shareholding by the MHMK SA of 42.91%;

▪ acquisition of a further interest in August 2017, resulting in an increased shareholding of 54.1%; and

▪ acquisition of a further interest in December 2018, resulting in an increased shareholding of 56.56%.

5.3. Ecsponent become the holding company of Ecsponent Treasury Services on 08 December 2015 (upon its incorporation), and of ECS Botswana on 26 April 2011.

5.4. Ecsponent will become the holding company of MyBucks upon implementation of the Proposed Transaction. MyBucks has not had any controlling shareholder in the past five years.

5.5. Other than as set out above, there have been no changes to the controlling Shareholder of the Company, nor its Major Subsidiaries, in the preceding five years. Other than the change in control of MyBucks, there will be no change in the controlling Shareholder as a result of the Proposed Transaction.


6.1. No amount has been paid, or accrued as payable, by the Ecsponent Group, within the three years preceding the Last Practicable Date, or proposed to be paid, to any promoter/underwriter, or to any partnership, syndicate or other association of which such promoter/underwriter is or was a member and no other benefit has been given or is proposed to be given to any promoter/underwriter, partnership, syndicate or other association within the said period.

6.2. MyBucks entered into an underwriting agreement with Hauck & Aaufhauser Privatbankiers AG in 2016 for the underwriting of MyBucks’ initial public offering undertaken concurrently with its listing in June 2016. An underwriting fee of 4% on the gross proceeds of the offering (the offering being 1 million shares at €13.50 per share) was paid to

the underwriter at the time, in addition to a reimbursement of the underwriter’s expenses incurred in connection with the underwriting, such as legal fees, accounting fees, due diligence fees and out-of-pocket expenses.

6.3. Other than as set out above, the MyBucks Group has not entered into any promoters’ agreements, or underwriting agreements, during the three years preceding the Last Practicable Date and no other amount has been paid, or is accrued as payable, within the preceding three years, or proposed to be paid to any promoter/underwriter, or to any partnership, syndicate or other association of which such promoter/underwriter is or was a member and no other benefit has been given or is proposed to be given to any promoter/underwriter, partnership, syndicate or other association within the said period.

6. Amounts paid or payble to promoters and underwriters

7.1. Other than commission paid to certain brokers for the marketing of the Company’s Preference Shares, equal to c. 4% of Preference Share capital placed, no commissions, discounts, brokerages or other special terms have been granted during the three years preceding the Last Practicable Date in connection with the issue or sale of any securities of the Company, or its Major Subsidiaries.

7.2. No amount has been paid, or accrued as payable, to any person in the three years preceding the Last Practicable Date as commission for subscribing, or agreeing to subscribe, or procuring, or agreeing to procure, subscriptions for any securities (including Preference Shares) in the Company or is Major Subsidiaries.

7. Commissions paid or payable

8.1. Details of material loans payable by Ecsponent and its Major Subsidiaries are set out in Annexure F of these RLP.

8.2. Other than the TLG Africa, Norsad, and RBC CEES Trust Limited loans, full details of which are provided in Annexure F of these RLP, neither the Ecsponent Group, nor the MyBucks Group, has entered into any other restrictive funding arrangements, as defined in the JSE Listings Requirements, within the two years preceding the Last Practicable Date.

8.3. Borrowing powers 8.3.1. Directors of the Company and its Major

Subsidiaries have unlimited borrowing powers. The borrowing powers may be varied through an amendment of the MOI of the Company, or the Constitutional Documents of its Major Subsidiaries, through approval of a special resolution by Shareholders, or shareholders of Major

Subsidiaries, as applicable, present in person or represented by proxy.

8.3.2. The Directors’ borrowing powers are contained in clause 31 of the MOI of the Company, which is incorporated by reference in terms of paragraph 11 of the Circular. The MyBucks directors’ borrowing powers are contained in article 3 and 8 of the Constitutional Documents of MyBucks, which is also incorporated by reference in terms of paragraph 11 of the Circular.

8.3.3. As the borrowing powers are unlimited, the Directors, and directors of Major Subsidiaries, have not exceeded their borrowing powers in the previous three years.

8.3.4. There are no exchange control or other restrictions on the borrowing powers of the Directors, or directors of Major Subsidiaries.

8. Loans payable and borrowings powers


9. Material loans receivable

9.1. The Ecsponent Group provides financial services, including the extension of credit, in the ordinary course of business. The Ecsponent Group’s loans receivables, and terms thereto, are summarised in the table below:

LOANS RECEIVABLE SEGMENT

AMOUNT OUTSTANDING AS AT 31 DEC 2018

INTEREST TERM RANGE

REPAYMENT TERM RANGE

SECURITY PROVIDED

Business funding advances

R1 273 million, which includes an amount of R356 million advanced to GetBucks (a wholly-owned subsidiary of MyBucks)

The advances bear interest at fixed interest rates based on the entity risk profile, ranging between 19% - 28%.

Repayment terms are facility specific and range between 2 - 5 years.

The advances are secured via a cession of the underlying equity and/or assets with targeted security cover ranging between 100% - 150%.

Supply Chain Funding

R11.3 million These advances provide high yielding annualised returns of between 15% to 240%.

Enterprise development and supply chain advances are of a short-term nature with an average transaction cycle of 15 to 60 days.

Ecsponent secures the funding via the terms of the transactions and where appropriate additional covering security is obtained.

Detail on the extent of arrear payments are set out below:

FIGURES IN ZAR

NEITHER PAST DUE NOR IMPAIRED

PAST DUE IMPAIRED

TOTAL GROSS ADVANCES TO CUSTOMERS

LESS PROVISION

NET ADVANCES TO CUSTOMERS

31 December 2018

1 343 million - 1 343 million 58.7 million 1 284.3 million

Despite note 6 of the Ecsponent Group Condensed Consolidated Interim Results as at 31 December 2019 noting certain amounts as being impaired, no loans or advances to customers were actually impaired in the accounting records of the Group, however some provisions against loans and advances were made as detailed above.

All loan receivable balances are carried at fair value. For information regarding the credit risk of the customers, as well as the methods for determining the fair value of loan instruments, refer to note 4 of the Ecsponent Interim Results for the six months ended 31 December 2018, which is incorporated by reference in terms of paragraph 11 of the Circular.

9.2. The MyBucks Group also provides financial services, including the extension of credit, in the ordinary course of business. The MyBucks loans receivables, and terms thereto, are summarised in the table below:

LOANS RECEIVABLE

GROSS AMOUNT OUTSTANDING AS AT 31 DEC 2018 (€’000)

INTEREST TERM RANGE

REPAYMENT TERM RANGE

SECURITY PROVIDED

Loan book 103 836 6% - 90% 1 - 72 months Payroll unsecured, SMME security provided

MADE UP OF:

Banking 61 605 6% - 90% 1 - 72 months Payroll unsecured, SMME security provided

Lending 42 231 6% - 90% 1 - 72 months Payroll unsecured, SMME security provided

Related party loans granted

12 100 2% - 30% 6 - 36 months


9.3. Further details of the MyBucks loan book is provided in note 10 of the MyBucks Interim Results. Loans to related parties are detailed in note 8 of the MyBucks Interim Results, which is incorporated by reference in terms of paragraph 11 of the Circular.

9.4. All loan receivable balances are carried at fair value. For information regarding the credit risk of the customers, as well as the methods for determining the fair value of loan instruments, refer to note 14 and 15 of the Report on the Condensed Consolidated Interim Historical Financial Information of MyBucks for the six-month period ended 31 December 2018, which is incorporated by reference in terms of paragraph 11 of the Circular.

9.5. The JSE has instead allowed presentation of information pertaining to the loans’

receivable on an aggregated basis, with details provided based on a range.

9.6. For information regarding the credit risk of the customers, please refer to note 15 of the MyBucks Interim Results, which is incorporated by reference in terms of paragraph 11 of the Circular.

9.7. No loans have been advanced by the Ecsponent Group, or any of its Major Subsidiaries, for the benefit of any Director of the Company, or a director of any Major Subsidiary, other than the loan made by MyBucks for the benefit of the MHMK SA, being an associate of G Manyere, as well as the loan provided to an associate of Paul Walsh, a director of Fair Go Finance (Pty) Ltd, a subsidiary of MyBucks, details of which are provided in the table below.

LOANS RECEIVABLE

GROSS AMOUNT OUTSTANDING AS AT 31 DEC 2018 (€’000)

INTEREST TERM REPAYMENT TERM RANGE

SECURITY PROVIDED

MHMK SA €4,005 0% per annum Repaid as at date of Circular

Secured over shares owned by MHMK in GetBucks Zimbabwe and shares owned by DBF Capital in GetBucks Zimbabwe

Stella Walsh €422 5% per annum December 2022 – Bullet payment

Secured by shares in Fair Go Finance

10.1. Annexure G of these RLP contains details of the Ecsponent Group and MyBucks Group’s material intercompany transactions and balances prior to elimination on consolidation, for the interim financial period ended 31 December 2018.

10. Intercompany loans and balances

Detail on the extent of arrear payments of the loan book are set out below:

FIGURES IN € NEITHER PAST DUE NOR IMPAIRED

PAST DUE IMPAIRED


LESS PROVISION


31 December 2018

85 851 390 17 985 077 103 836 467 (13 193 801) 90 642 666

Detail on the extent of arrear payments of the related party loans granted are set out below:

FIGURES IN € NEITHER PAST DUE NOR IMPAIRED

PAST DUE IMPAIRED


LESS PROVISION


31 December 2018

12 099 930 889 836 12 989 766 (889 836) 12 099 930


11.1. Ecsponent Group11.1.1. Material contracts entered into by the

Ecsponent Group in the five years preceding the Last Practicable Date include:

11.1.1.1. the initial related party acquisition by Ecsponent Development Fund Proprietary Limited (“EDF”), a Subsidiary of Ecsponent, of the business of Ecsponent Investment Holdings Proprietary Limited, a Subsidiary of Capital, as a going concern for a deferred purchase consideration of R200 million plus R46.7 million interest on the deferred consideration, in terms of an agreement dated 2 March 2016, and addenda dated 11 May 2016 (categorised as a reverse take-over at the time in terms of the JSE Listings Requirements);

11.1.1.2. the related party disposal by the Company of its 70% interest and related loan accounts in Ecsponent Holdings Proprietary Limited to Projects, for a sale consideration of BWP34 million, in terms of an agreement concluded on 20 December 2016 (categorised as a category 1 transaction at the time in terms of the JSE Listings Requirements);

11.1.1.3. the related party disposal by EDF, a Subsidiary of Ecsponent, of a portion of its business relating to short-term financing activities provided to retail clients and to suppliers of government and municipal departments, to Ecsponent Investment Holdings Proprietary Limited, a subsidiary of Capital, as a going concern for a sale consideration of R120.2 million, in terms of an agreement concluded on 20 December 2016 (categorised as a category 1 transaction at the time in terms of the JSE Listings Requirements);

11.1.1.4. the related party acquisition by ECS Botswana of 1.1 million ordinary shares in MyBucks from Projects equal to 10.002% of the total issued ordinary share capital of MyBucks for a purchase consideration of R262 570 000, in terms of an agreement concluded on 15 December 2016 (categorised as a reverse take-over at the time in terms of the JSE Listings Requirements);

11.1.1.5. the acquisition by Ecsponent Treasury Services of 1 145 988 shares in MyBucks from DTM Capital Proprietary Limited in settlement of a loan owing by Coronado Trading 258 Proprietary Limited amounting to R260 million at the time, in terms of an agreement approved by shareholders on 5 September 2018 (categorised as a category 1 transaction at the time in terms of the JSE Listings Requirements);

11.1.1.6. the proposed investment in Capitis Equities Proprietary Limited (“Capitis Equities”) through the subscription of various classes of equity shares in Capitis Equities, up to R400 million, to be invested prior to the end of the financial year ending 30 June 2019. To date, an amount of R156 million had been invested into Capitis Equities. (categorised as a category 1 transactions at the time in terms of the JSE Listings Requirements);

11.1.1.7. the acquisition by ECS Botswana of 352 612 shares in MyBucks in settlement of a loan owing by DTM Capital Proprietary Limited to ECS Botswana of BWP65 million (categorised as a 2 transaction at the time in terms of the JSE Listings Requirements); and

11.1.1.8. the Pink Orchid Acquisition, as fully detailed in the December 2018 Circular.

11.1.2. Full details of the nature, dates, vendor names and terms to the transactions set out above can be accessed as follows:

11.1.2.1. for the transaction in paragraph 11.1.1.1, in a circular to Shareholders dated 31 March 2016;

11.1.2.2. for the transactions set out in paragraph 11.1.1.2 to 11.1.1.4, in the circular to Shareholders dated 1 March 2017;

11.1.2.3. for the transactions set out in paragraph 11.1.1.5 and 11.1.1.6, in the circular to shareholders dated 2 August 2018; and

11.1.2.4. for the transactions set out in paragraph 11.1.1.7, in the 24 December 2018 Circular.

11.1.3. Refer to paragraph 11 of the Circular for documents incorporated by reference, including the circulars mentioned above.

11.1.4. Other than as set out above, the Group has not entered into any material transactions outside of the ordinary course of business in the two years preceding the Last Practicable Date and has not entered into any contract outside the ordinary course of business which contain an obligation or settlement that is material to the Group as at the Last Practicable Date.

11.1.5. Other than as set out above, the Group has not had any material changes to its trading objects in the past 5 years.

11.1.6. Other than the acquisitions noted in this paragraph, no other material assets were acquired by Ecsponent or its Subsidiaries in the two years preceding the Last Practicable Date.

11.1.7. The Ecsponent Group has not entered into any agreements whereby royalties, or items of a similar nature, are payable.

11. Material contracts and transactions


Ecsponent Group12.1. Ecsponent regularly issues Preference

Shares to investors, since the establishment of its Preference Share Programme in 2014. To date, it had issued in excess of R2 billion in Preference Shares. The Preference Share capital raised was deployed in the Group’s income generating assets through business-to-business loans and enterprise finance.

12.2. Other than the issue of Preference Shares, and the material transactions implemented as detailed in paragraph 11.1 above, the Ecsponent Group has not had any material changes to its business in the past five years.

12.3. It is noted that the below material transactions were implemented since its last reporting period, being 31 December 2018:

12.3.1. issues of Preference Shares to the public, in excess of R136 million; and

12.3.2. implementation of the Pink Orchid Acquisition.

12.4. Other than as indicated in paragraph 12, there has been no material change in the financial or trading position of Ecsponent and its subsidiaries since the last financial period for which unaudited interim results have been published.

MyBucks Group12.5. As per paragraph 3.1.3 of the Circular,

and as part of the Third-Party Recapitalisation, MyBucks entered into an agreement with Infinitum on 20 May 2019 whereby:

12.5.1. MyBucks will acquire Infinitum’s stake in TLG Africa at a value of US$5.4 million (EUR4.8 million);

12.5.2. Infinitum will acquire the FTG Loan of EUR6.5 million currently owing from MyBucks to FTG, whereafter it will be restructured into a four-year facility carrying interest at a rate of 13% per annum; and

12.5.3. MyBucks will provide the following to Infinitum:

12.5.3.1. EUR4.8m shares at EUR1 per share as sales consideration for its stake in TLG Africa;

12.5.3.2. EUR3.45 million in shares at EUR1 per share for the restructuring of the FTG Loan; and

12.5.3.3. a board position as deputy chairman in MyBucks.

The result of the above is MyBucks issuing 8.25 million shares at EUR1 per share to Infinitum for the settlement of the TLG Africa stake and the restructuring fee on the FTG Loan.

12.5.4. Subsequently, the above deal was restructured whereby MyBucks will settle a portion of the amount due on the TLG Loan by contributing the TLG Africa stake acquired from Infinitum to TLG Africa (effectively exchanging their equity stake to settle EUR4.8 million of the TLG Loan). MyBucks will further grant TLG Africa 500,000 shares at EUR1 per share in MyBucks as a restructuring fee. The total amount of the TLG Loan of EUR9 million is thus reduced by EUR5.3 million resulting in EUR3.7 million remaining outstanding. Due to this restructuring, TLG Africa has granted MyBucks a payment holiday for a period of 12 months.

12.6. MyBucks had a private placement on 7 February 2018 for 1.3 million new

shares, offered to selected investors for EUR9 per share, resulting in proceeds of c. EUR11.7 million.

12.7. An extraordinary general meeting of the shareholders of MyBucks was held on 4 June 2019, in terms of which the following resolutions were passed:

12.7.1. an increase in the authorised share capital of MyBucks from 7.5 million to

107 284 387, with the associated change to its Constitution;

12.7.2. an amendment to the Articles of Association to include a requirement of shareholder approval at a general meeting for any action that could result in the delisting of MyBucks from the Frankfurt Stock Exchange; and

12.7.3. an amendment to the Constitution to change the year end of MyBucks from June to December each year, which will result in a six month financial period ending in December 2019 after the last financial year ending 30 June 2019.

12.8. MyBucks was established in 14 December 2015 following the amalgamation of GetBucks Proprietary Limited in South Africa and GetBucks Limited in Mauritius. Details of material acquisitions by MyBucks in the past five years are set out in Annexure I to these RLP. All necessary regulatory approvals have been obtained for the acquisition made by MyBucks.

12. Material changes and changes to trading objects

11.2. MyBucks Group11.2.1. Other than as set out in paragraph 12

below, MyBucks Group has not entered into any material transactions outside of the ordinary course of business in the two years preceding the Last Practicable Date and has not entered into any contract

outside the ordinary course of business which contain an obligation or settlement that is material to the MyBucks Group as at the Last Practicable Date.

11.2.2. The MyBucks Group has not entered into any agreements whereby royalties, or items of a similar nature, are payable.


14.1. The Company’s Corporate Governance Statement is contained in Annexure H to these RLP.

14. Corporate Governance Statement

15.1. There are no legal or arbitration proceedings, pending or threatened, of which Ecsponent is aware, that may have or have had, in the 12-month period preceding the Last Practicable Date, a material effect on the financial position of the Ecsponent Group.

15.2. The Directors are not aware of any legal or arbitration proceedings, pending or threatened, that may have or have had, in the 12-month period preceding the Last Practicable Date, a material effect on the financial position of the MyBucks Group.

15. Litigation statement

16.1. Historic financial information16.1.1. The audited annual financial results of

the Ecsponent Group for the years ended 31 December 2015 and 31 March 2017, and 30 June 2018, as well as the interim results for the six-month period ended 31 December 2018, is incorporated by reference in terms of paragraph 11 of the Circular.

16.1.2. The audited annual financial results of the MyBucks Group for the years ended

30 June 2016 to 30 June 2018, as well as the interim results for the six-month

period ended 31 December 2018 is incorporated by reference in terms of paragraph 11 of this Circular.

16.2. Proforma financial effects16.2.1. Proforma financial effects are set out in

paragraph 4.2.4 of the Circular.16.2.2. The full financial effects of the Proposed

Transaction are included in Annexure 1 of the Circular and should be read in conjunction with the Independent Reporting Accountants’ report thereon, as set out in Annexure 2 to the Circular.

16. Financial information

13.1. Details of the principal immovable properties owned or leased by the Ecsponent Group and the MyBucks Group, are set out in Annexure E of the RLP.

13.2. There have been no material acquisitions or disposals of immovable properties, or securities in companies in the nature of immovable properties, by the Ecsponent

Group or the MyBucks Group in the three years preceding the Last Practicable Date.

13.3. Neither the Ecsponent Group, nor the MyBucks Group have any material capital commitments, lease payments or contingent liabilities as at the Last Practicable Date.

13. Principal immovable property owned or leased

12.9. MyBucks’ acquisition strategy entails obtaining a controlling interest in entities and business that aligns to its growth strategy. This does not always require the acquisition of 100% interest, where in-country regulations prohibit the acquisition of a 100% interest, or where MyBucks has identified a strategic partner for a specific business, having regard to a partners’ ability to assist with providing funding and in-country expertise.

12.10. MyBucks disposed of a 60% interest in MyBucks Australia (Pty) Limited (formerly Fair Go Finance (Pty) Limited) to Skybound for AU$8.1 million. MyBucks granted Skybound an option to acquire its remaining 25% interest for a consideration of AU$3.5 million

up to 31 December 2019. MyBucks has been released from the guarantees and securities provided on the funding provided to MyBucks Australia (Pty) Limited by its local funders.

12.11. Other than as set out above, and the material transactions implemented as set out in paragraph 11.2 above, there has been no material change in the financial or trading position of MyBucks and its subsidiaries since the last financial period for which unaudited interim results have been published.

12.12. Other than as set out above, the MyBucks Group has not had any material changes to its trading objects in the past five years.


17. Working capital statement

17.1. The Directors are satisfied that the working capital of the Group, after the Proposed Transaction, is sufficient for the Group’s present requirements, specifically that:

17.1.1. the Company and the Group will be able in the ordinary course of business to pay its debts for a period of 12 months from the date of this Circular;

17.1.2. the assets of the Company and the Group will be in excess of the liabilities of the Company and Group for a period of 12 months from the date of this Circular, as recognised and measured in accordance with the accounting policies used in the latest audited consolidated annual financial statements of the Company and the Group, which are in compliance with the Companies Act;

17.1.3. the share capital and reserves of the Group will be adequate for ordinary business purposes for a period of 12 months from the date of this Circular; and

17.1.4. working capital of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months from the date of this Circular.

18. Directors’ responsibility statement

The Directors responsibility statement is set out in paragraph 9 of the Circular.

19. Experts’ consents

Information pertaining to expert’s consents is set out in paragraph 8 of the Circular.

20. Estimated expenses

The total estimated expenses (excluding VAT) relating to the Transactions are set out in paragraph 10 of the Circular.

21. Incorporation by reference

The documents incorporated by reference are set out in paragraph 11 of the Circular

22. Documents available for inspection

The documents available for inspection are set out in paragraph 12 of the Circular.

Signed by TP Gregory in Pretoria for, and on behalf of, all other Directors of the company, in terms of the powers of attorney granted to him by such Directors.

TP GregoryChief Executive Officer22 October 2019


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tock

brok

ers

and

a m

embe

r of

the

Inv

estm

ent

Ana

lyst

s Soc

iety

. Ke

ith is

als

o a

mem

ber

of I

AS,

a pa

st m

embe

r of

SAIC

A’s

Acc

ount

ing

Prac

tices

Com

mitt

ee a

nd a

qua

lified

Sou

th A

fric

an C

hart

ered

Acc

ount

ant.

He

is t

he c

hairm

an o

f th

e Ec

spon

ent

Aud

it an

d Ris

k co

mm

ittee

and

the

Inv

estm

ent

com

mitt

ee a

s w

ell a

s a

mem

ber

of t

he S

ocia

l and

Eth

ics

com

mitt

ee.

Keid

av P

rope

rtie

s (P

ty)

Ltd

Sab

i Gol

d (P

ty)

Ltd

App

ropr

iate

Pr

oces

s Te

chno

logi

es (

Pty)

Lt

d

Sib

anye

Gol

d M

inin

g Lt

d

Nex

us I

nter

trad

e (P

ty)

Ltd

2 Q

uins

En

gine

ered

Bus

ines

s In

form

atio

n (P

ty)

Ltd

Act

ive

Act

ive

Act

ive

Act

ive

Act

ive

Act

ive


NA

ME,

CIT

IZEN

SH

IP A

ND

B

US

INES

S A

DD

RES

SB

RIE

F P

RO

FILE

OTH

ER

DIR

ECTO

RS

HIP

S

HEL

D

STA

TUS

OF

DIR

ECTO

RS

HIP

S

Pat

rick

Jab

ula

ni M

atu

teIn

dep

end

ent

non

-exe

cuti

ve

dir

ecto

r

Citi

zens

hip:

Zim

babw

ean

1st F

loor

, Th

e W

edge

43 G

arsf

onte

in R

oad

Wat

erkl

oof

0145

Patr

ick

was

app

oint

ed t

o th

e bo

ard

as n

on-e

xecu

tive

dire

ctor

in O

ctob

er 2

016

and

inde

pend

ent

as o

f Ja

nuar

y 20

19.

His

ext

ensi

ve e

xper

ienc

e in

fina

ncia

l ser

vice

s, a

s w

ell a

s co

rpor

ate

finan

ce a

nd p

riva

te e

quity

, in

Sub

-Sah

aran

Afr

ican

mak

es a

n in

valu

able

con

trib

utio

n to

Ecs

pone

nt’s

str

ateg

y.

He

hold

s a

Bac

helo

r of

Com

mer

ce H

onou

rs in

Fin

ance

(U

nive

rsity

of

the

Witw

ater

sran

d),

and

a Bac

helo

r of

Com

mer

ce (

Fina

nce)

(N

UST,

Zim

babw

e) a

nd a

Mas

ter’s

of

Bus

ines

s Adm

inis

trat

ion

from

Hul

t In

tern

atio

nal B

usin

ess

Sch

ool.

He

has

com

plet

ed C

FA L

evel

1 a

nd 2

exa

ms.

Patr

ick

star

ted

his

care

er w

ith Q

uest

co,

a bo

utiq

ue c

orpo

rate

fina

nce

com

pany

bas

ed in

Jo

hann

esbu

rg,

whe

re h

e w

as in

volv

ed in

cor

pora

te fi

nanc

e tr

ansa

ctio

ns in

the

min

ing,

indu

strial

an

d fin

anci

al s

ervi

ces

sect

ors.

Sin

ce t

hen,

he

wor

ked

at F

rank

furt

-lis

ted

Afr

ican

Dev

elop

men

t Cor

pora

tion

(“AD

C”)

as

an I

nves

tmen

t M

anag

er,

focu

sing

on

finan

cial

ser

vice

s in

Sub

-Sah

aran

Afr

ica,

bef

ore

join

ing

Bra

inw

orks

Lim

ited.

He

is a

mem

ber

of t

he b

oard

s of

Bra

inw

orks

’ inv

este

e co

mpa

nies

, in

clud

ing

Daw

n Pr

oper

ties

Lim

ited

and

FML

Oil,

invo

lved

in d

rivi

ng t

heir a

dvis

ory

busi

ness

and

por

tfol

io m

anag

emen

t.

He

is t

he c

hairm

an o

f th

e Ec

spon

ent

Nom

inat

ion

and

Rem

uner

atio

n co

mm

ittee

and

a m

embe

r of

the

Ecs

pone

nt S

ocia

l and

Eth

ics

com

mitt

ee a

s w

ell a

s th

e Au

dit

and

Ris

k co

mm

ittee

.

Daw

n Pr

oper

ties

Lim

ited

Daw

n Pr

oper

ty

Con

sulta

ncy

(Priva

te)

Lim

ited

Bra

inw

orks

Cap

ital

Man

agem

ent

(Priva

te)

Lim

ited

Daw

n Re

al E

stat

e (P

riva

te)

Lim

ited

Ekod

ey (

Priv

ate)

Li

mite

d

Nha

ka P

rope

rtie

s (P

riva

te)

Lim

ited

Lacl

ede

Inve

stm

ents

(P

riva

te)

Lim

ited

Gol

dcoa

st

Prop

ertie

s (P

riva

te)

Lim

ited

Cal

pine

In

vest

men

ts

(Priva

te)

Lim

ited

Win

dspi

ke

Inve

stm

ents

(P

riva

te)

Lim

ited

Daw

n Pr

oper

ties

Inve

stm

ent

Man

agem

ent

(Priva

te)

Lim

ited

MH

MK G

roup

SA

Act

ive

Act

ive

Act

ive

Act

ive

Act

ive

Act

ive

Act

ive

Act

ive

Act

ive

Act

ive

Act

ive

Act

ive


NA

ME,

CIT

IZEN

SH

IP A

ND

B

US

INES

S A

DD

RES

SB

RIE

F P

RO

FILE

OTH

ER

DIR

ECTO

RS

HIP

S

HEL

D

STA

TUS

OF

DIR

ECTO

RS

HIP

S

Geo

rge

Man

yere

Exec

uti

ve d

irec

tor

Citi

zens

hip:

Zim

babw

ean

1st F

loor

, Th

e W

edge

43 G

arsf

onte

in R

oad

Wat

erkl

oof

0145

Geo

rge

was

app

oint

ed t

o th

e bo

ard

as n

on-e

xecu

tive

vice

cha

irm

an in

Mar

ch 2

017,

and

be

cam

e ex

ecut

ive

as o

f Fe

brua

ry 2

019.

He

is a

n en

trep

rene

ur a

nd in

vest

men

t ba

nker

with

si

gnifi

cant

exp

erie

nce

in s

truc

turing

maj

or in

vest

men

t an

d ac

quis

ition

dea

ls in

Zim

babw

e an

d su

b-Sah

aran

Afr

ica,

whi

ch h

e ap

plie

s to

adv

ice

Ecsp

onen

t’s b

oard

.

Geo

rge

foun

ded

Bra

inw

orks

Cap

ital,

the

first

Zim

babw

ean

com

pany

with

a p

rim

ary

listin

g on

the

JSE

mai

n bo

ard,

in 2

008

and

serv

ed a

s its

CEO

unt

il 20

17.

Prio

r to

tha

t, h

e w

as a

n in

vest

men

t pr

ofes

sion

al w

ith t

he I

nter

natio

nal F

inan

ce C

orpo

ratio

n (I

FC),

hea

dqua

rter

ed in

W

ashi

ngto

n D

C.

Dur

ing

this

tim

e, h

e m

anag

ed a

por

tfol

io o

f in

vest

men

ts e

xcee

ding

USD

400

m

illio

n an

d re

pres

ente

d th

e IF

C o

n se

vera

l inv

este

e co

mpa

ny b

oard

s.

Geo

rge

serv

es a

s a

dire

ctor

on

the

boar

ds o

f se

vera

l com

pani

es.

He

hold

s a

Bac

helo

r’s D

egre

e in

Acc

ount

ing

Sci

ence

and

Cer

tifica

te in

The

ory

of A

ccou

ntin

g fr

om t

he U

nive

rsity

of Sou

th

Afr

ica,

and

has

com

plet

ed v

ario

us in

tern

atio

nal c

ours

es in

fina

nce,

str

ateg

y an

d in

vest

men

t ba

nkin

g.

He

is a

mem

ber

of t

he E

cspo

nent

Nom

inat

ion

and

Rem

uner

atio

n co

mm

ittee

.

Get

Buc

ks

Mic

rofin

ance

Ban

k Li

mite

dZim

pape

rs (

1980

) Li

mite

dM

yBuc

ks S

.AM

HM

K G

roup

Li

mite

d (f

orm

erly

M

yles

land

In

vest

men

t H

oldi

ngs

Lim

ited)

Cop

oret

i Sup

port

Ser

vice

s (P

riva

te)

Lim

ited

Afr

ican

Sun

Li

mite

dD

awn

Prop

ertie

s Li

mite

dG

etsu

re L

ife

Ass

uran

ce L

imite

dBra

inw

orks

Cap

ital

Man

agem

ent

(Priva

te)

Lim

ited

Ecob

ank

Hol

ding

s Li

mite

dEc

oban

k Zim

babw

e Li

mite

dEc

oban

k Ass

et

Man

agem

ent

(Priva

te)

Lim

ited

Leng

rah

Inve

stm

ents

(P

riva

te)

Lim

ited

Bra

inw

orks

Lim

ited

Bra

inw

orks

Gol

d (P

riva

te)

Lim

ited

Bra

inw

orks

Cap

ital

Min

ing

(Priva

te)

Lim

ited

Bra

inw

orks

Cap

ital

Man

agem

ent

(Priva

te)

Lim

ited

Act

ive

Act

ive

Resi

gned

Act

ive

Act

ive

Non

-act

ive

Non

-act

ive

Non

activ

e

Non

-act

ive

Non

-act

ive

Non

-act

ive

Non

-act

ive

Non

-act

ive

Non

-act

ive

Non

-act

ive

Non

-act

ive


NA

ME,

CIT

IZEN

SH

IP A

ND

B

US

INES

S A

DD

RES

SB

RIE

F P

RO

FILE

OTH

ER

DIR

ECTO

RS

HIP

S

HEL

D

STA

TUS

OF

DIR

ECTO

RS

HIP

S

Geo

rge

Man

yere

(co

ntn

ued

)Bra

inw

orks

Pe

trol

eum

(P

riva

te)

Lim

ited

Leng

rah

Inve

stm

ents

(Pv

t)

Ltd

Rim

scor

p In

vest

men

ts

(Priva

te)

Lim

ited

FML

Logi

stic

s (P

riva

te)

Lim

ited

Non

-act

ive

Non

-act

ive

Non

-act

ive

Non

-act

ive

Non

-act

ive

Tere

nce

Pat

rick

Gre

gor

y C

hie

f Ex

ecu

tive

Offi

cer,

exe

cuti

ve

dir

ecto

r

Citi

zens

hip:

Sou

th A

fric

an

1st F

loor

, Th

e W

edge

43 G

arsf

onte

in R

oad

Wat

erkl

oof

0145

Tere

nce

join

ed E

cspo

nent

Lim

ited

as C

EO in

Sep

tem

ber

2010

at

the

requ

est

of t

he g

roup

’s

maj

ority

sha

reho

lder

at

the

time.

He

serv

ed a

s CO

O f

rom

1 D

ecem

ber

2015

but

was

rei

nsta

ted

as C

EO f

rom

1 O

ctob

er 2

016.

Und

er h

is le

ader

ship

, th

e gr

oup

has

achi

eved

tripl

e-di

git

grow

th f

or s

ix c

onse

cutiv

e ye

ars

in it

s ke

y pe

rfor

man

ce a

reas

.

Tere

nce

has

held

var

ious

sen

ior

and

boar

d-le

vel p

ositi

ons

in d

iver

se,

cros

s-cu

ltura

l en

viro

nmen

ts.

Prio

r to

Ecs

pone

nt,

he w

orke

d fo

r pr

omin

ent

orga

nisa

tions

suc

h as

Mer

cede

s-Ben

z SA

, AFG

RI,

Im

perial

and

McC

arth

y. H

e ha

s le

d te

ams

at v

ario

us J

SE-

liste

d co

mpa

nies

, w

here

he

impl

emen

ted

turn

arou

nd s

trat

egie

s w

hich

invo

lved

a w

ide

rang

e of

cor

pora

te a

ctio

ns.

As

an e

ntre

pren

eur

was

res

pons

ible

for

the

dev

elop

men

t in

Sou

th A

fric

a of

the

Citr

oen

and

Ssa

ngYo

ng o

rgan

isat

ions

.

As

CEO

, he

pou

rs h

is e

xper

tise

and

stra

tegi

c ab

ility

into

drivi

ng t

he d

evel

opm

ent

and

impl

emen

tatio

n of

Ecs

pone

nt’s

long

-ter

m s

trat

egy,

whi

ch h

as r

esul

ted

in t

he g

roup

evo

lvin

g fr

om a

ven

ture

cap

ital c

ompa

ny,

to a

n Afr

ican

Fin

anci

al S

ervi

ces

grou

p w

ith a

foo

tprint

acr

oss

sub-

Sah

ara

Afr

ica.

Tere

nce

is a

mem

ber

of t

he E

cspo

nent

Soc

ial a

nd E

thic

s co

mm

ittee

.

Evol

inx

(Pty

) Lt

d

Sal

veo

Swis

s Te

chno

logi

es

Lim

ited

Cry

o-Sav

e Sou

th

Afr

ica

(Pty

) Lt

d

Bus

icor

Aut

omot

ive

Impo

rt

and

Dis

trib

utio

n (P

ty)

Ltd

Dyk

efel

d Cou

ntry

Es

tate

(Pt

y) L

td

Imba

ni E

quity

H

oldi

ngs

(Pty

) Lt

d

Imba

ni F

uels

(Pt

y)

Ltd

Act

ive

Resi

gned

Resi

gned

Act

ive

Resi

gned

Resi

gned

Act

ive


NA

ME,

CIT

IZEN

SH

IP A

ND

B

US

INES

S A

DD

RES

SB

RIE

F P

RO

FILE

OTH

ER

DIR

ECTO

RS

HIP

S

HEL

D

STA

TUS

OF

DIR

ECTO

RS

HIP

S

Dir

k va

n d

er M

erw

eG

rou

p F

inan

cial

Dir

ecto

r,

Exec

uti

ve d

irec

tor

Citi

zens

hip:

Sou

th A

fric

an

1st F

loor

, Th

e W

edge

43 G

arsf

onte

in R

oad

Wat

erkl

oof

0145

Dirk

serv

ed a

s th

e G

roup

’s fi

nanc

ial d

irec

tor

from

Sep

tem

ber

2010

to

Dec

embe

r 20

15,

wor

king

al

ongs

ide

the

grou

p CEO

and

inst

rum

enta

l in

the

com

pany

’s t

urna

roun

d. H

e w

as r

e-ap

poin

ted

as F

inan

cial

Direc

tor

in F

ebru

ary

2018

. In

the

inte

rced

ing

period

he

wor

ked

as a

fina

ncia

l co

nsul

tant

and

for

ensi

c in

vest

igat

ion

spec

ialis

t. D

urin

g th

is t

ime,

he

was

con

trac

ted

as t

he

Ecsp

onen

t Com

pany

Sec

reta

ry f

rom

1 J

une

2016

, un

til t

he d

ate

of h

is r

eapp

oint

men

t as

Ec

spon

ent’s

Fin

anci

al D

irec

tor.

Dirk

is a

qua

lified

Sou

th A

fric

an C

hart

ered

Acc

ount

ant

and

a Cer

tified

Inf

orm

atio

n Sy

stem

s Aud

itor

(CIS

A)

(non

-pra

ctis

ing)

.

Bef

ore

join

ing

Ecsp

onen

t in

Sep

tem

ber

2010

, he

gai

ned

expe

rien

ce a

cros

s a

wid

e ra

nge

of

indu

stries

and

org

anis

atio

ns,

whi

ch in

clud

es a

dec

ade

at o

ne o

f th

e bi

g fo

ur in

tern

atio

nal

audi

ting

firm

s. D

irk’

s ex

perien

ce in

clud

es fi

nanc

ial s

tate

men

t au

dits

and

fina

ncia

l rep

ortin

g fo

r a

wid

e ra

nge

of e

ntiti

es in

clud

ing

publ

icly

tra

ded

entit

ies,

gov

erna

nce

and

cont

rol a

sses

smen

ts,

assu

ranc

e se

rvic

es f

or la

rge

IT p

roje

cts,

ris

k m

anag

emen

t an

d ex

posu

re t

o co

rpor

ate

finan

ce

disc

iplin

es.

Dirk

is a

mem

ber

of t

he E

cspo

nent

Soc

ial a

nd E

thic

s co

mm

ittee

.

Cap

itis

Equi

ties

(Pty

) Lt

d

Cap

itis

Proc

urem

ent

(Pty

) Lt

d

Sal

veo

Swis

s Te

chno

logi

es L

td

Con

stan

tia

Acc

ount

ants

Inc

.

Cry

o-Sav

e Sou

th

Afr

ica

(Pty

) Lt

d

Fynb

osla

nd 4

07

CC

Imba

ni E

quity

H

oldi

ngs

(Pty

) Lt

d

ITAC A

udito

rs a

nd

Acc

ount

ants

Inc

.

Act

ive

Act

ive

Resi

gned

Resi

gned

Resi

gned

Resi

gned

Resi

gned

Resi

gned


Dir

ecto

rs o

f M

ajor

Su

bsi

dia

ries

The

dire

ctor

s of

Ecs

pone

nt T

reas

ury

Ser

vice

s co

mpr

ise

D v

an d

er M

erw

e an

d T

Gre

gory

, w

hose

det

ails

are

set

out

abo

ve.

The

dire

ctor

s of

ECS B

otsw

ana

com

pris

e D

van

der

Mer

we

and

T G

rego

ry (

as n

on-e

xecu

tive

dire

ctor

s),

who

se d

etai

ls a

re s

et o

ut a

bove

, as

wel

l as

D G

arek

we

and

B N

daba

, th

e fu

ll de

tails

of

whi

ch,

incl

udin

g th

e fu

ll na

me,

bus

ines

s ad

dres

s, n

atio

nalit

y, a

nd p

revi

ous

dire

ctor

ship

s ou

tsid

e of

the

Gro

up in

the

pre

viou

s fiv

e ye

ars,

ar

e se

t ou

t be

low

:

NA

ME,

CIT

IZEN

SH

IP A

ND

B

US

INES

S A

DD

RES

SB

RIE

F C

VC

OM

PA

NY

/

PA

RTN

ERS

HIP

N

AM

E FO

R

DIR

ECTO

RS

HIP

S

HEL

D I

N T

HE

PA

ST

FIV

E Y

EAR

S

STA

TUS

OF

DIR

ECTO

RS

HIP

Bat

shan

i Nd

aba

Ind

epen

den

t n

on-e

xecu

tive

Citi

zens

hip:

Mot

swan

a

Uni

t G

3, V

icto

ria

Hou

se,

Plot

132

In

depe

nden

ce A

venu

e, G

abor

one,

Bot

swan

a

Bat

shan

i is

curr

ently

the

Man

agin

g di

rect

or o

f Kw

ayed

za E

nter

pris

es s

tudi

ed M

.A.

Jour

nalis

m &

Pub

lic A

ffai

rs a

s w

ell a

s B.

A.

Com

mun

icat

ion

at T

he A

mer

ican

Uni

vers

ity,

Was

hing

ton

DC.

His

fur

ther

qua

lifica

tions

incl

ude

cert

ifica

tes

in J

ourn

alis

m a

nd B

road

cast

M

anag

emen

t an

d a

dipl

oma

in J

ourn

alis

m.

Bat

shan

i com

men

ced

his

care

er for

Bot

swan

a D

aily

New

s w

here

aft

er h

e be

cam

e M

anag

ing

Edito

r of

the

Dep

artm

ent

of I

nfor

mat

ion

and

Bro

adca

stin

g, a

nd K

utlw

ano

mag

azin

e. H

e fu

lfille

d th

e ro

ll of

Edi

tor

in C

hief

at

Bot

swan

a G

uard

ian

and

late

r th

e Cor

pora

te C

omm

unic

atio

ns M

anag

er a

t D

ebsw

ana

Dia

mon

d Com

pany

, fr

om t

here

he

wen

t on

to

beco

me

The

Sun

day

Trib

une’

s Ex

ecut

ive

Man

agin

g Ed

itor.

His

mem

bers

hips

at

nong

over

nmen

t or

gani

satio

ns in

clud

es c

hairpe

rson

for

bot

h N

otw

ane

Clu

b an

d Soc

iety

for

the

Pro

mot

ion

of I

kala

nga

Lang

uage

; Fo

undi

ng c

hairpe

rson

of

Mul

ti-Cul

tura

l Coa

litio

n of

Bot

swan

a an

d is

cur

rent

ly t

he t

reas

urer

of

sam

e

Ecsp

onen

t Bot

swan

a Lt

dKw

ayed

za E

nter

pris

es

(Pty

) Lt

dSur

eCho

ice

(Pty

) Lt

dRe

teng

(Th

e M

ultic

ultu

ral C

oalit

ion

of B

otsw

ana

and

Min

ority

Rig

hts

Gro

up I

nter

natio

nal

(Lon

don)

)

Act

ive

in a

ll

Du

du

Gar

ekw

e Ex

ecu

tive

dir

ecto

r

Citi

zens

hip:

Mot

swan

a

Uni

t G

3, V

icto

ria

Hou

se,

Plot

132

In

depe

nden

ce A

venu

e, G

abor

one,

Bot

swan

a

Ms

Dud

u G

arek

we

(Mot

swan

a) is

the

Dep

uty

Chi

ef E

xecu

tive

Offi

cer

of M

HM

K C

apita

l, no

w

seco

nded

to

Get

Buc

ks (

Bot

swan

a G

roup

) as

Gro

up C

EO.

She

has

a w

ealth

of ex

perien

ce in

de

velo

pmen

t fin

ance

, co

mm

erci

al a

nd in

vest

men

t ba

nkin

g se

rvic

es,

at s

enio

r an

d ex

ecut

ive

man

agem

ent

posi

tions

, an

d ha

s w

orke

d in

Bot

swan

a, a

s w

ell a

s in

tern

atio

nally

in T

he

Gam

bia,

Zim

babw

e, a

nd s

hort

ass

ignm

ents

in I

ndia

and

Eng

land

. M

s G

arek

we

head

ed

List

ing

and

Trad

ing

func

tions

of

Bot

swan

a Sto

ck E

xcha

nge

befo

re joi

ning

Nor

sad,

(an

im

pact

inve

stor

with

a f

ocus

on

the

SAD

C r

egio

n),

as I

nves

tmen

t Pr

inci

pal.

Ms

Gar

ekw

e ha

s se

rved

on

the

boar

ds o

f va

riou

s in

stitu

tions

in B

otsw

ana,

eith

er a

s a

mem

ber

of t

he m

ain

boar

d or

a m

embe

r of

boa

rd c

omm

ittee

s –

Bot

swan

a Po

st,

PEEP

A,

Bot

swan

a To

uris

m O

rgan

isat

ion,

CED

A,

to m

entio

n bu

t a

few

.

Ms

Gar

ekw

e ho

lds

a B C

om d

egre

e fr

om t

he U

nive

rsity

of

Bot

swan

a, a

n M

BA in

Fin

ance

and

Ban

king

fro

m t

he U

nive

rsity

of

Man

ches

ter

Bus

ines

s Sch

ool,

an I

nter

med

iate

Dip

lom

a in

Chi

nese

Lan

guag

e (H

SK 2

) fr

om t

he C

onfu

cius

Ins

titut

e/U

nive

rsity

of

Bot

swan

a, in

add

ition

to

bei

ng a

Fel

low

of

the

Cha

rter

ed A

ssoc

iatio

n of

Cer

tified

Acc

ount

ants

(U

K),

Fel

low

of th

e Bot

swan

a In

stitu

te o

f Cha

rter

ed A

ccou

ntan

ts,

and

an A

ssoc

iate

of

the

Bot

swan

a In

stitu

te o

f Ban

kers

.

Ecsp

onen

t Bot

swan

a Li

mite

dTh

e Citi

zen

Entr

epre

neur

ial

Dev

elop

men

t Age

ncy

(CED

A)

- (F

inan

ce &

Aud

it Com

.)

MH

MK G

roup

Bot

swan

a Li

mite

d

M

HM

K C

apita

l Bot

swan

a Li

mite

d

M

HM

K A

dvis

ory

Part

ners

MH

MK F

und

Hol

ding

s (O

ne)

(Pty

) Lt

d

Inve

st S

olar

Afr

ica

Lim

ited

M

HM

K A

sset


NA

ME,

CIT

IZEN

SH

IP A

ND

B

US

INES

S A

DD

RES

SB

RIE

F C

VC

OM

PA

NY

/

PA

RTN

ERS

HIP

N

AM

E FO

R

DIR

ECTO

RS

HIP

S

HEL

D I

N T

HE

PA

ST

FIV

E Y

EAR

S

STA

TUS

OF

DIR

ECTO

RS

HIP

Du

du

Gar

ekw

e (c

onti

nu

ed)

Man

agem

ent

Pvt

(Zim

babw

e)

Get

Buc

ks L

imite

d (B

otsw

ana)

Sur

eCho

ice

(Pty

) Lt

dTU

Em

ploy

ee B

enefi

ts

(Pty

) Lt

dCas

hCor

p (P

ty)

Ltd

Get

Sur

e Le

gal (

Pty)

Lt

dG

etSur

e H

oldi

ngs

(Pty

) Lt

dO

chw

e D

evel

oper

s (P

ty)

Ltd

Get

Sur

e (P

ty)

Ltd

Uni

on B

ucks

(Pt

y) L

td

Act

ive

in a

ll

The

full

nam

e, b

usin

ess

addr

ess,

nat

iona

lity,

and

pre

viou

s di

rect

orsh

ips

held

by

the

dire

ctor

s of

MyB

ucks

, ou

tsid

e of

the

MyB

ucks

Gro

up in

the

pre

viou

s fiv

e ye

ars,

are

se

t ou

t be

low

:

Tim

oth

y N

uy

Ch

ief

exec

uti

ve d

irec

tor

Citi

zens

hip:

Dut

ch

Rue

Ste

iche

n, L

-254

0, L

uxem

bour

g

Tim

othy

has

eig

ht y

ears

of

inte

rnat

iona

l exp

erie

nce

acro

ss c

ount

ries

suc

h as

Ger

man

y,

Net

herlan

ds,

Uni

ted

Kin

gdom

in E

urop

e an

d Bot

swan

a, K

enya

, M

auritiu

s, M

ozam

biqu

e,

Tanz

ania

, Za

mbi

a, Z

imba

bwe

in S

ub-S

ahar

an A

fric

a, f

our

year

s of

exp

erie

nce

wor

king

as

a m

anag

ing

dire

ctor

and

ext

ensi

ve e

xper

ienc

e in

inve

stm

ents

, m

erge

rs a

nd a

cqui

sitio

ns a

nd

corp

orat

e ad

viso

ry.

He

join

ed G

etBuc

ks in

201

4 an

d ha

s co

nsta

ntly

exc

eede

d ta

rget

and

le

d th

e co

mpa

ny’s

acq

uisi

tion

for

bank

s an

d m

icro

-fina

nce

inst

itutio

ns.

Tim

othy

has

exp

ert

and

spec

ialis

t kn

owle

dge

of a

wid

e ra

nge

of fi

nanc

ial m

arke

ts a

nd in

vest

men

t pr

oces

ses,

in

clud

ing

full

trea

sury

and

cor

pora

te f

undr

aisi

ng a

ctiv

ities

. H

e ha

s ex

tens

ive

expe

rien

ce in

fin

anci

al a

naly

tics

and

a CFA

Cha

rter

hold

er,

high

ly d

evel

oped

ski

lls in

bus

ines

s pl

anni

ng,

valu

atio

ns a

nd d

ata

anal

ytic

s.

Finc

lusi

on P

te L

imite

d -

Direc

tor

Act

ive

Ria

an P

aul

Ch

ief

fin

anci

al d

irec

tor

Citi

zens

hip:

Sou

th A

fric

an

Rue

Ste

iche

n, L

-254

0, L

uxem

bour

g

Ria

an is

a q

ualifi

ed c

hart

ered

acc

ount

ant,

with

mor

e th

an 1

2 ye

ars’

pro

fess

iona

l exp

erie

nce.

Ria

an c

omm

ence

d hi

s ca

reer

at

Erns

t &

You

ng S

outh

Afr

ica,

whe

re h

e sp

ent

5 ye

ars.

Ther

eaft

er,

Ria

an joi

ned

a Sou

th A

fric

an J

SE-

liste

d bu

sine

ss a

s fin

anci

al m

anag

er for

a

period

of

two

year

s. T

o de

epen

his

Afr

ican

kno

wle

dge,

Ria

an joi

ned

a Fr

ench

list

ed g

roup

, lo

okin

g af

ter

a se

lect

ion

of t

heir A

fric

an s

ubsi

diar

ies.

Ria

an joi

ned

MyB

ucks

to

assi

st w

ith t

he c

ultu

ral i

nteg

ratio

n of

an

Afr

ican

ent

ity w

ith t

he

Euro

pean

mar

ket.

He

has

been

par

t of

the

MyB

ucks

tea

m f

or m

ore

than

tw

o ye

ars

and

man

ages

var

ious

asp

ects

of

the

busi

ness

, as

wel

l has

hea

ding

up

the

Fina

nce

Dep

t.

Frey

ssin

et P

oste

n (P

ty)

Ltd

Resi

gned


NA

ME,

CIT

IZEN

SH

IP A

ND

B

US

INES

S A

DD

RES

SB

RIE

F C

VC

OM

PA

NY

/

PA

RTN

ERS

HIP

N

AM

E FO

R

DIR

ECTO

RS

HIP

S

HEL

D I

N T

HE

PA

ST

FIV

E Y

EAR

S

STA

TUS

OF

DIR

ECTO

RS

HIP

Ch

rist

oph

er H

all

Ind

epen

den

t ex

ecu

tive

ch

airm

an

Citi

zens

hip:

Britis

h

Rue

Ste

iche

n, L

-254

0, L

uxem

bour

g

Mr

Hal

l has

had

a c

aree

r in

tel

ecom

mun

icat

ions

, te

chno

logy

, Fi

nanc

e an

d la

w s

pann

ing

mor

e th

an 3

0 ye

ars,

wor

king

in N

orth

and

Sou

th A

mer

ica,

Eur

ope,

the

Mid

dle

East

and

Asi

a. I

n ea

rly

2017

he

step

ped

dow

n as

a s

enio

r Fi

nanc

e pa

rtne

r in

the

Lon

don

offic

e of

La

tham

& W

atki

ns,

a gl

obal

law

firm

. Pr

ior

to t

hat,

he

was

an

Exec

utiv

e Vic

e Pr

esid

ent

of a

pa

n-Eu

rope

an d

ata

com

mun

icat

ions

com

pany

with

res

pons

ibili

ties

incl

udin

g m

erge

rs a

nd

acqu

isiti

ons,

joi

nt v

entu

re d

evel

opm

ent,

and

cap

ital m

arke

ts is

suan

ces.

Mr

Hal

l ser

ves

on t

he B

oard

s of

a n

umbe

r of

com

pani

es in

the

tec

hnol

ogy

sect

or,

spec

ialis

ing

in F

inTe

ch,

EdTe

ch a

nd H

RTec

h. M

r H

all i

s a

solic

itor

of t

he S

enio

r Cou

rts

of E

ngla

nd a

nd W

ales

and

is a

m

embe

r of

the

New

Yor

k Bar

.

NIT

ech

Sol

utio

ns

Lim

ited

– Boa

rd a

nd

REM

CO

mem

ber

Oxf

ord

Inve

stm

ent

Con

sulta

nts

LLP

– Pa

rtne

r

Cla

sslis

t App

– B

oard

m

embe

r

Hea

dsta

rt A

pp L

imite

d –

Boa

rd m

embe

r

Lath

am&

Wat

kins

LLP

–

Part

ner

O’M

elve

ny &

Mye

rs

LLP

– Pa

rtne

r

Euro

pean

Hig

h Yi

eld

Ass

ocia

tion

Euro

pean

In

solv

ency

Law

Re

form

Wor

king

G

roup

- C

o-Cha

ir

Act

ive

Act

ive

Act

ive

Act

ive

Resi

gned

Resi

gned

Resi

gned

Mar

kus

Sch

ach

ner

N

on-e

xecu

tive

dep

uty

ch

airm

an

Citi

zens

hip:

Ger

man

Rue

Ste

iche

n, L

-254

0, L

uxem

bour

g

Mr

Sch

achn

er is

a f

orm

er p

artn

er o

f M

cKin

sey

& C

ompa

ny,

a gl

obal

man

agem

ent

cons

ultin

g fir

m.

For

the

last

13

year

s, h

e ha

s be

en s

ervi

ng le

adin

g ba

nks,

ass

et m

anag

emen

t an

d In

sura

nce

com

pani

es.

He

was

Cha

irm

an o

f M

cKin

sey’

s Ass

et M

anag

emen

t CEO

sum

mit,

fo

undi

ng p

artn

er o

f M

cKin

sey

Perf

orm

ance

Len

s, a

nd m

embe

r of

the

lead

ersh

ip t

eam

of th

e Eu

rope

an b

anki

ng,

Insu

ranc

e, a

nd w

ealth

man

agem

ent

prac

tices

. M

r Sch

achn

er is

now

a

part

ner

of I

nfini

tum

, a

priv

atel

y he

ld f

amily

offi

ce in

vest

ing

in F

inte

ch c

ompa

nies

.

S-Q

uad

Han

dels

- un

d Bet

eilig

uns

Gm

bh:

Ges

chäf

tsfü

hrer

(Ex

ec

Direc

tor)

MVJ

Gm

bH:

Ges

chäf

tsfü

hrer

(Ex

ec

Direc

tor)

MVJ

Gm

bH u

nd C

o KG

: Ko

mpl

emen

tär

(Exe

c D

irec

tor)

Torh

elm

Con

sulti

ng G

mbH

: G

esch

äfts

führ

er (

Exec

D

irec

tor)

Act

ive

Act

ive

Act

ive

Act

ive


NA

ME,

CIT

IZEN

SH

IP A

ND

B

US

INES

S A

DD

RES

SB

RIE

F C

VC

OM

PA

NY

/

PA

RTN

ERS

HIP

N

AM

E FO

R

DIR

ECTO

RS

HIP

S

HEL

D I

N T

HE

PA

ST

FIV

E Y

EAR

S

STA

TUS

OF

DIR

ECTO

RS

HIP

Fred

eric

Bid

et

Non

-exe

cuti

ve d

irec

tor

Citi

zens

hip:

Fre

nch,

Britis

h

Rue

Ste

iche

n, L

-254

0, L

uxem

bour

g

Mr

Bid

et is

a s

easo

ned

bank

ing

and

finan

ce p

rofe

ssio

nal,

havi

ng w

orke

d fo

r Sta

ndar

d Cha

rter

ed B

ank

for

seve

n ye

ars

in M

erge

rs &

Acq

uisi

tions

, ad

visi

ng la

rge

cap

firm

s in

the

fina

ncia

l and

con

sum

er s

ecto

r in

Asi

a an

d Eu

rope

– a

nd f

or C

itigr

oup

for

seve

n ye

ars

in C

apita

l Mar

kets

, ad

visi

ng le

adin

g co

rpor

ates

in t

he C

EEM

EA r

egio

n on

ris

k m

anag

emen

t an

d he

dgin

g as

pect

s, w

ith a

foc

us o

n FX

and

inte

rest

rat

e, n

ew

issu

ance

s an

d fin

anci

ng.

Fred

eric

is n

ow C

OO

for

TLG

Cap

ital,

an a

war

d-w

inni

ng E

M/

Afr

ica

focu

sed

inve

stm

ent

man

agem

ent

firm

.Tr

evor

Jos

lin

Non

-exe

cuti

ve d

irec

tor

Citi

zens

hip:

Ger

man

Rue

Ste

iche

n, L

-254

0, B

ritis

h

Mr

Josl

in h

as h

ad a

car

eer

in I

nves

tmen

t ba

nkin

g si

nce

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Annexure C

Directors remuneration, benefits and fees

EcsponentThe total remuneration, benefits and fees paid, or accrued as payable, to Directors and former Directors for the interim financial period ended 31 December 2018, being the last financial period-end of the Ecsponent Group are set out below:

DIRECTOR BASIC SALARY (R)

BONUS AND PERFORMANCE

RELATED PAYMENTS (R)

FEES (FOR SERVICES AS

DIRECTOR) (R)

TOTAL (R)

ExECUTIVE

TP Gregory 921 312 - - 921 312

DP van der Merwe 909 652 - - 909 652

G Manyere# - - 236 000 236 000

NON-ExECUTIVE

RJ Connellan - - 250 000 250 000

K Rayner - - 238 000 238 000

B Topham* - - 238 000 238 000

W Oberholzer** - - 238 000 238 000

P Matute - - 230 000 230 000

Total 1 830 964 - 1 430 000 3 260 964

# Appointed as an executive director on 1 February 2019. Prior to this date Mr G Manyere served as a non-executive director. * Resigned as a Director with effect from 31 January 2019.**Resigned as a Director with effect from 31 July 2019.

1. The payments listed above were made by Ecsponent Management Services (executives), which functions as the management company for the Group, and Ecsponent (non-executives). No other payments are made by any other Subsidiaries, or in any other manner, to Directors.

2. No other remuneration was paid to Directors by way of management, consulting, technical or other fees, directly or indirectly through management companies.

3. No amounts were paid to any Directors by way of an expense allowance.

4. No post-employment benefits (including pension fund contributions), other long-term benefits or termination benefits were paid or accrued to any Director.

5. No amounts were paid to Directors as commissions, gains, or as a result of profit-sharing arrangements.

6. Other than as detailed in Annexure D, there have been no shares, or options or similar rights to acquire/subscribe for shares issued or allotted to Directors, in terms of a share purchase/option scheme or otherwise, which have not been fully paid for.

7. No fees have been paid/accrued to any third party in lieu of directors’ fees.

8. Other than as set out above, the Directors have not received any other material benefits, from the Company, its Subsidiaries, fellow subsidiaries, associates (as defined in the JSE Listings Requirements), joint ventures of the aforementioned and/or management/advisory companies of the aforementioned.


MyBucksThe total remuneration, benefits and fees paid, or accrued as payable, to directors and former directors for the interim financial period ended 31 December 2018, being the last financial period-end of the MyBucks Group, are set out below:

DIRECTOR BASIC SALARY (€)

BONUS AND PERFORMANCE

RELATED PAYMENTS (€)

FEES (FOR SERVICES AS

DIRECTOR) (€)

TOTAL (€)

ExECUTIVE

T Nuy1 - - - -

R Paul1 - - - -

D van Niekerk2 224 000 - - 224 000

NON-ExECUTIVE

Markus Schachner - - 8 000 8 000

Fred Bidet3 - - - -

Willem Oberholzer3,4 - - - -

Christopher Hall - - 8 000 8 000

Trevor Joslin - - 8 000 8 000

Cornel Vermaak3 - - - -

George Manyere - - 8 000 8 000

Dennis Wallestad - - 8 000 8 000

Total

1. Appointed in March 2019 and therefore no remuneration was received by these directors during the last financial period. Appointed on a gross salary of €135 000 per annum.

2. Resigned as a Director on 26 March 2019.3. Appointed in December 2018, and therefore no fees had been paid or accrued during the last financial period. These directors will

however be remunerated on the same basis as all non-executive directors, through the issuance of €25 000 shares to each director. No cash consideration will be transferred to the non-executive directors for the foreseeable future.

4. Resigned as a Director on 24 July 2019.

1. No other remuneration was paid to directors by way of management, consulting, technical or other fees, directly or indirectly through management companies.

2. No amounts were paid to any directors by way of an expense allowance.

3. No post-employment benefits (including pension fund contributions), other long-term benefits or termination benefits were paid or accrued to any director.

4. No amounts were paid to directors as commissions, gains or as a result of profit-sharing arrangements.

5. Other than as detailed in Annexure D, there have been no shares, or options or similar rights to acquire/subscribe for

shares issued or allotted to directors, in terms of a share purchase/option scheme or otherwise, which have not been fully paid for.

6. No fees have been paid/accrued to any third party in lieu of directors’ fees.

7. Other than as set out above, directors have not received any other material benefits, from MyBucks, its subsidiaries, fellow subsidiaries, associates (as defined in the JSE Listings Requirements), joint ventures of the aforementioned and/or management/advisory companies of the aforementioned.


Annexure D

Issues and offers of securities in the preceding three years

There have been no amendments to the authorised Share capital of the Company in the three years preceding the Last Practicable Date. Amendments to the issued Share capital in the three years preceding the Last Practicable Date is summarised below.

1. Issue of Shares to Directors in lieu of remuneration and Directors’ feesThe Company’s Remuneration Committee and Shareholders approved a decision to partially settle Directors’ fees for the non-executive Directors and Directors’ salaries for executive Directors for the 2016 calendar year through the issue of Ordinary Shares in lieu of a cash settlement of the fees.

All Shares were issued at the 30-day VWAP at the vesting dates and accordingly no discount or premium was applied to the issue price. Details of the Shares issued, including issue prices and dates, are set out below.

DIRECTOR DATE OF ISSUE NUMBER OF SHARES ISSUED

PRICE OF ISSUE (CENTS)

FEES/REMUNERATION

PACKAGE SETTLED

ExECUTIVE

T Gregory 31 May 7 100 515 18.58 1 319 299

30 June 155 884 17.87 27 860

31 July 149 661 18.62 27 860

31 August 159 066 17.51 27 860

30 September 179 259 15.54 27 860

31 October 181 257 15.37 27 860

30 November 205 779 13.54 27 860

31 December 205 397 13.56 27 860

31 December 7 672 602 13.56 1 040 701

E Engelbrecht (as previous Chief Executive Officer)

31 May 841 481 18.58 156 350

30 June 66 024 17.87 11 800

31 July 63 389 18.62 11 800

31 August 67 373 17.51 11 800

30 September 75 925 15.54 11 800

B Shanahan (as previous Financial Director)

31 July 31 694 18.62 5 900

31 August 33 686 17.51 5 900

30 September 37 962 15.54 5 900

31 October 38 386 15.37 5 900

30 November 43 579 13.54 5 900

31 December 86 996 13.56 11 800

31 December 4 349 794 13.56 590 000

NON-ExECUTIVE

RJ Connellan 31 May 635 080 18.58 118 000

KA Rayner 31 May 635 080 18.58 118 000

BR Topham 31 May 635 080 18.58 118 000

Due to the purpose of the shares issued, being to settle Directors’ fees, the shares were not offered pro-rata to existing shareholders.


2. Specific repurchase and odd-lot offer of Ordinary Shares

In March 2016, the Company undertook an odd-lot offer and a specific repurchase of Ordinary Shares at 20.55 cents per Share in order to reduce the ongoing administration costs associated with the Company’s large minority ordinary Shareholder base, as follows: ▪ an odd-lot offer to repurchase holdings equal to

or less than 532 Ordinary Shares (“the Odd-Lot Offer”) and equal to or less than 10 000 Ordinary Shares (“the Specific Repurchase”).

The repurchase price of 20.55 cents per Share was equal to the 30-day VWAP of Ecsponent Shares on 9 March 2016, which was the day immediately prior to the Last Practicable Date in the circular to shareholders dated 31 December 2016, which set out the terms and conditions of the odd-lot offer and specific repurchase. Accordingly, no discount or premium was applied to the offer price for the odd-lot offer or the specific repurchase.

Total Ordinary Shares repurchased by the Company (through election and expropriation) pursuant to the Odd Lot Offer equalled 51 476 Ordinary Shares.

Total Ordinary Shares repurchased pursuant to the Specific Repurchase amounted to 491 282.

3. Rights offer In February 2017, the Company undertook a partially underwritten renounceable rights offer of 333 333 292 Ordinary Shares at an issue price of 15 cents per share, in the ratio of 35.77420 Ordinary Shares for every 100 Ordinary Shares.

In terms of the rights offer, Shareholders received the rights to subscribe for rights offer Shares on the basis of 35.77420 rights offer shares for every 100 Ordinary Shares held, for subscription at 15 centsper rights offer share. The Company and the underwriter concluded an underwriting agreement in terms of which the underwriter agreed to underwrite a maximum of 133 333 333 rights offer shares in terms of the underwriting agreement, amounting to R20 million.

4. Specific offer for cashIn May 2018, the Company resolved to avoid a dispute between a Shareholder and the Company, the details of which are set out below.

On 7 February 2017, the Company issued a circular to shareholders relating to a partially underwritten renounceable rights offer of 333 333 292 Ecsponent

shares at an issue price of 15 cents per Share, in the ratio of 35.77420 Shares for every 100 Shares held (“the Rights Offer”).

When accepting the Rights Offer Shares, a shareholder indicated that an additional 4 569 Ecsponent shares were being applied for over and above the entitlement to Rights Shares and submitted the relevant payment in respect thereof. The payment was accepted by Ecsponent but the shares have not yet been issued.

Over a period of time, discussions have been held between this Shareholder and the Company and, in order to avoid any dispute, the Board has now approved the issue of these Ecsponent shares at the rights offer issue price of 15 cents per Share in terms of the Company’s general authority to issue shares for cash, being a price that represents a discount of 3.4% to the 30-day VWAP of Ecsponent’s Ordinary Shares of 15.53 cents per share as at 10 October 2016, being the date of the initial announcement of the Rights Offer, and a premium of 17% to the 30-day VWAP of Ecsponent’s Ordinary Shares of 12.44 cents per share on 30 January 2017, being the date immediately prior to the Rights Offer declaration announcement. The shares were listed and allotted on 8 May 2018.

Due to the purpose of the shares issued, being to settle a dispute with a specific Shareholder, the Shares were not offered pro-rata to existing shareholders.

5. Issue of Preference SharesThe Company has a R5 billion Preference Share programme registered with the JSE in terms of which it regularly issues and lists tranches of Preference Shares as debt instruments in terms of the Listings Requirements.

The shares are issued on a monthly basis and therefore are not offered to shareholders pro-rata to existing holdings.

Paragraph 4 of this RLP document sets out the number and classes of Preference Shares issued and the associated stated capital amounts.


Annexure E

Immovable property owned or leased

Details of the principal immovable properties leased by the Ecsponent Group and the MyBucks Group are set out below:

NAME OF GROUP COMPANY

LOCATION DATE OF LEASE COM-MENCEMENT

DATE OF LEASE TER-MINATION

MONTHLY RENTAL AMOUNT

LEASE TERM

Ecsponent Eswatini Ltd

Office No. 5A, Valley View Centre, Portion 15 of Farm 706, Corner Plaza, Ezulwini, Eswatini

01-Mar-2019 28 February 2024

E11 400 Five years with an option to renew on terms to be agreed

Ecsponent 1st Floor, The Wedge, 43 Garsfontein Road, Waterkloof 0145

01-Mar-2019 28 February 2024

R221 639 Five years with an option to renew on terms to be agreed

Ecsponent Financial Services (Pty) Ltd

Seadoone Office Park, Amanzimtoti

01-Oct-15 30-Sep-16 R7 150 Continuing month-to-month

Erf 203, 195A Cape Road, Port Elizabeth

01-Jun-15 31-May-20 R13 638 Two year renewal signed from 01/06/2018 to 31/05/2020

New Finance Bank Malawi Limited

Plot no. 13/112 Lilongwe

01-Apr-2014 31-Mar-19 USD8,597,70 Five years

Details of the principal immovable properties owned by the Ecsponent Group and the MyBucks Group are set out below:

NAME OF GROUP COMPANY LOCATION

GetBucks Ltd (Botswana) Lot 54451 Gaborone

MyBucks Bank Mozambique S.A Av. Paulo Samuel Khankhomba Street, ManicaRua de Bagamoio, N° 554A, BaixaAv. 1 de Julho N° 24, QuelimaneAv. Eduardo Mondlane N° 10, Angonia

Opportunity Bank Uganda Limited Plot 7A John Babiiha Avenue

Get Bucks (Pty) Ltd (RSA) Fintech Campus, c/0 Botterklapper and Ilanga Streets, the Willows, Pretoria East (75% shareholder in Lyngreen Properties (Pty) Ltd, which is the owner of the building)

GetBucks Microfinance Bank Limited Fintech Campus, c/0 Botterklapper and Ilanga Streets, the Willows, Pretoria East (75% shareholder in Lyngreen Properties (Pty) Ltd, which is the owner of the building)

An undivided 0.763% share being Share No. 80 in certain piece of land situate in the district of Salisbury called Lot 11 of Bluff Hill held under Certificate of Registered Title No. 4761/2012 dated 25 October 2012 (“the first property”).

An undivided 0.763% share being Share No. 104 in certain piece of land situate in district of Salisbury called Lot 11 of Bluff Hill held under Certificate of Registered Title. No. 3848/2017 dated 28 September 2017

An undivided 0.763% share being Share No. 81 in certain piece of land situate in the district of Salisbury called Lot 11 of Bluff Hill held under Certificate of Registered Title No. 3849/2017 dated 27 September


NAME OF GROUP COMPANY LOCATION

GetBucks Microfinance Bank Limited(continued)

An undivided 0.763% share being Share No. 40 in certain piece of land situate in the district of Salisbury called Lot 11 of Bluff Hill held under Certificate of Registered Title. No. 3850/2017 dated 27 September 2017

Vacant land situated in the district of Salisbury, being Stand 326 Derbyshire Township of Shortson held under Certificate of Registered Title Reg. No. 6231/2004 dated 27 July 2004

Share No. 12 in certain piece of land situate in the district of Salisbury called Lot 12 of Bluff Hill held under Deed of Transfer Reg. No.3783/2016 dated 3 August 2016

Vacant land situate in the district of Salisbury:stand 1227 Stoneridge Township of Stoneridgestand 1228 Stoneridge Township of Stoneridgestand 1229 Stoneridge Township of Stoneridgestand 1230 Stoneridge Township of Stoneridgestand 1231 Stoneridge Township of Stoneridgestand 1232 Stoneridge Township of Stoneridgestand 1233 Stoneridge Township of Stoneridgestand 1234 Stoneridge Township of Stoneridgestand 1235 Stoneridge Township of Stoneridgestand 1236 Stoneridge Township of Stoneridgestand 1237 Stoneridge Township of Stoneridgestand 1238 Stoneridge Township of Stoneridgestand 1239 Stoneridge Township of Stoneridgestand 1240 Stoneridge Township of Stoneridgestand 1241 Stoneridge Township of Stoneridgestand 1242 Stoneridge Township of Stoneridgestand 1243 Stoneridge Township of Stoneridgestand 1244 Stoneridge Township of Stoneridgestand 1245 Stoneridge Township of Stoneridgestand 1246 Stoneridge Township of Stoneridgestand 1247 Stoneridge Township of Stoneridgestand 1248 Stoneridge Township of Stoneridgestand 1249 Stoneridge Township of Stoneridgestand 1227 Stoneridge Township of Stoneridgestand 1233 Stoneridge Township of Stoneridgestand 1241 Stoneridge Township of Stoneridgestand 1243 Stoneridge Township of Stoneridgestand 1244 Stoneridge Township of Stoneridgestand 1245 Stoneridge Township of Stoneridgestand 1246 Stoneridge Township of Stoneridgestand 1247 Stoneridge Township of Stoneridgestand 1248 Stoneridge Township of Stoneridge


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No loans carry any conversion rights. All short-term loans will be settled from internal cash flows.

In addition to the above, Preference Share capital, which is listed on the JSE, is classified as debt in line with the principles of IFRS. The Preference Share balances, as at 31 December 2018, are set out below.

R ‘000

HELD AT AMORTISED COST

Preference shares issued by Ecsponent Limited (South Africa)

Preference share – Class A 76 069

Initial issue price redeemable after five years. Monthly dividends are paid at a rate of 10% per annum.

Preference share – Class B 543 694

Preference share redeems at 170% of the initial issue price after five years. No monthly dividends are paid.

Preference share – Class C 718 881

Initial issue price redeemable after five years. Monthly dividends are paid at a rate of prime plus 4% per annum.

Preference share – Class D 250 091

Initial issue price redeemable after five years. Monthly dividends are paid at a rate of 12.5% per annum.

Preference share – Class E 149 511

Initial issue price redeemable after five years. Monthly dividends are paid at a rate of 11.25% per annum.

Preference share – Class G 4 104

Initial issue price redeemable after five years. Monthly dividends are paid at a rate of 10% per annum.

Preference shares issued by Ecsponent Swaziland Limited


Five-year income provider with a variable rate redeemable, convertible unit of E1 000 comprising E1 preference share and E999 claim. Rate of 15% paid monthly.


Five-year capital growth provider with a zero-rate redeemable, convertible unit of E1 000 comprising E1 preference share and E999 claim. Redeem at the end of five years at E2 000.

Preference shares issued by Ecsponent Botswana Limited


Five-year income provider with a variable rate redeemable, convertible unit of P1 000 comprising P1 preference share and P999 claim. Rate of 15% paid monthly.


Five-year capital growth provider with a zero-rate redeemable, convertible unit of P1 000 comprising P1 preference share and P999 claim. Redeem at the end of five years at P2 000.

Total preference shares 2 021 103

Non-current liabilities 1 920 795

Current liabilities 100 308

Total preference shares 2 021 103

Refer to paragraph 4 of the RLP for conversion rights attached to preference shares.


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Annexure G

Intercompany transactions and balances

The material intercompany financial and other transactions and intercompany balances of the Group, before elimination on consolidation, as at 31 December 2018, being the Group’s last reporting date, are set out below:

31 DEC 2018 (R)

RELATED PARTY BALANCES

Investments in associate companies

MyBucks SA 748 420

Other financial assets 166 856

VSS 100 000

GetBucks Botswana 66 856

Loan accounts - owing (to)/by related parties 315 603

GetBucks SA 196 263

GetBucks Eswatini 152 943

GetBucks Mauritius (33 603)

Amounts included in trade receivable/(trade payable) regarding related parties

MyBucks SA (4 347)

The material intercompany financial and other transactions and intercompany balances of the MyBucks Group, before elimination on consolidation, as at 30 December 2018, being the MyBucks Group’s last reporting date, are set out below:

31 DEC 2018 (€)

INVESTMENTS IN ASSOCIATE COMPANIES

New Finance Bank 5 076 009

AMOUNTS INCLUDED IN TRADE RECEIVABLES/(TRADE PAYABLE)

GetBucks South Africa - stand-alone 292 686

Lyngreen (122 749)

Ligagu Investments (Swaziland) (83 373)

GetBucks Botswana 1 576 258

TU Loans (147 048)

CashCorp (688 585)

Ochwe Developers (353 436)

GetBucks Mauritius (1 995 934)

GetBucks Financial Services (Zimbabwe) (422 705)

GetSure Botswana 116 686

Opportunity International Tanzania (133 875)

MyBucks S.A. (104 981)

VSS Financial Services 2 228 467

Opportunity International Mozambique (161 411)

INTERCOMPANY RENTAL CHARGES RECEIVED/(PAID)

GetBucks South Africa 204 579

GetBucks Botswana (8 556)

TU Loans (8 556)


31 DEC 2018 (R)

CashCorp (8 556)

Ochwe Properties 25 669

VSS Financial Services 156 010

Lyngreen (360 589)

INTERCOMPANY MANAGEMENT FEES RECEIVE /(PAID)

GetBucks South Africa 141 585

GetSure South Africa 28 305

Ligagu Investments 41 562


TU Loans 192 770

GetBucks Mauritius 4 450 714

GetBucks Financial Services (Zimbabwe) 385 450

GetBucks Financial Services (Zambia) 88 311

GetSure Botswana (92 246)

VSS Financial Services (5 409 836)

GetBucks Namibia 5 703

FairGo Finance 75 437

INTERCOMPANY LOAN BALANCES RECEIVABLE/(PAYABLE)

GetBucks South Africa (1 822 046)

GetSure South Africa (13 690)

OTM Mobile (282 518)

Lyngreen 87 081

Ligagu Investments 7 263 243

GetBucks Botswana 6 182 694

GetBucks Mauritius (6 908 193)

Emu Inya Entreprises (GetBucks Kenya) 374 669

GetBucks Malawi 512 274

GetBucks Financial Services (Zambia) 1 549 137

GetBucks Namibia (43 511)

Opportunity International Kenya (2 502 907)

Opportunity International Tanzania (494 914)

MyBucks Europe S.A. (6 799 775)

GetBucks Poland SP Zoo (2 526 758)

MyBucks S.A. 11 429 681

VSS Financial Services (5 203 012)

Opportunity International Mozambique (801 455)

INTERCOMPANY INTEREST RECEIVED/(PAID)

GetBucks South Africa (1 624 885)

GetSure South Africa 43 291

Ligagu Investments 1 039 100


GetBucks Mauritius (325 315)

GetBucks Financial Services (Zambia) (286 042)

GetBucks Poland SP Zoo 181 048

MyBucks Europe S.A. (181 048)

VSS Financial Services 542 494

MyBucks S.A. 513 059

Opportunity International Mozambique 50 159


Annexure H

Corporate governance statement

The Ecsponent Group endorses the principles contained in the King IV report on corporate governance and confirms its commitment to the principles of fairness, accountability, responsibility and transparency as advocated therein. The board strives to ensure that the Group is ethically managed according to prudently determined risk parameters and in compliance with generally.

The full King IV Register of Principles and the extent of the Company’s compliance can be accessed via the following link, which is incorporated into this Circular by reference: https://www.ecsponentlimited.com/wp-content/uploads/2019/04/Ecsponent-Limited-King-IV-Compliance-Register-April19.pdf

1. Policy for the appointment of Directors

Directors’ appointments are made in a formal and transparent manner. At least 50% of Directors are elected by Shareholders and the remaining Directors are nominated by the Board. A Nomination Committee has been established which assists the Board in considering the appropriateness of appointments. Appointments made by the Board are approved by Shareholders at the annual general meeting of Shareholders.

The Nominations Committee, which has been merged with the Remunerations Committee, consists of only the non-executive Directors, the majority of whom are independent, and the chairman is P Matute.

2. Policy evidencing clear balance of power and authority on the Board

The board comprises seven directors – three executives and four independent non-executives. There is no one director with unfettered decision-making powers. The roles of the chairman and chief executive officer are separated in order to further ensure a balance of power and authority.If there is an actual or potential conflict of interest, the Director concerned, after declaring his/her interest in terms of the Companies Act, is excluded from the related decision-making process.

3. Appointment of chief executive officer

TP Gregory has been appointed as the Company’s chief executive officer with effect from October 2016. The role of chairman is fulfilled by RJ Connellan, who is an independent non-executive Director.

4. Committees Audit and Risk CommitteeThe Company has established a combined Audit and Risk Committee, which met four times in the last financial year ended June 2018, and once in the subsequent six-month period ended 31 December 2018.

The audit and risk committee consists of the following members:KA Rayner ChairmanRJ Connellan MemberP Matute Member

All members are independent non-executive directors. The board is of the opinion that the current audit and risk committee constitution is adequate to ensure the governance required. The chief executive officer, the financial Director and the external auditors attend meetings of the committee as invitees.

The audit and risk committee acts in accordance with written terms of reference as confirmed by the Board, which terms set out its authority and duties. The primary mandate of the committee is to ensure:

▪ evaluate the Group’s systems of internal financial and operational control and ensure that the Company has established appropriate financial reporting procedures and that those procedures are operating;

▪ review accounting policies and financial information to be issued to the public;

▪ facilitate effective communication between the Board, management and the external auditors;

▪ recommend the appointment of, and determine the fees payable to, the external auditors and determine;

▪ ensure suitability of the appointment of external auditors and the designated individual partner, specifically taking into account any information pursuant to paragraph 22.15(h) of the JSE Listings Requirements;

▪ approve the level of non-audit services provided by the external auditors;

▪ review the financial accounts of the Company and recommend adoption of the financial reports to the Board; and

▪ ensuring, on an annual basis, that the financial Director has the appropriate expertise and experience.

The audit and risk committee furthermore reviewed the critical business, operational, financial and compliance exposures and sustainability issues facing the Group, taking into account the severity and probability of occurrence of such risks.

The committee supports the board in discharging its responsibility for ensuring that the risks associated with its operations are effectively managed. This is done through, inter alia: ▪ setting out a process for the identification and

management of risk and sustainability issues; ▪ reviewing and assessing any risk management

issues; ▪


▪ considering items of risk, assessing such risks and determining required solutions, and where required, reporting the most significant risks to the Board;

▪ reviewing corporate governance guidelines and implementation; and

▪ reviewing risk.

Nomination and Remuneration CommitteeThe nomination and remuneration committee is comprised entirely of the independent non-executive Directors which met three times during the last financial year ended 30 June 2018, and once during the six-month period ended 31 December 2018. The role of the nomination and remuneration committee is to: ▪ assist the Board by performing an objective

and independent review of the functioning of the organisation’s remuneration mechanisms. It exercises its functions through close liaison and communication with management; and

▪ operate as an overseer and a provider of recommendations to the Board for its consideration and final approval regarding nominations to the Board. The committee assists the Board to ensure that:-the Board has the appropriate composition for it

to execute its duties effectively;- Directors are appointed through a formal

process;- induction and ongoing training and

development of directors take place; and - formal succession plans for the Board, chief

executive officer and senior management appointments are in place.

The nomination and remuneration committee consists of the following members:P Matute ChairmanRJ Connellan MemberG Manyere Member

The nomination and remuneration committee assist the board in: ▪ determining the broad policy for executive and

senior management remuneration; ▪ the remuneration of the executive directors and

company secretary; ▪ reviewing the non-executive directors’ fees; ▪ to assist the Board in the appointment of

directors that are suitably skilled, and after taking into account its policies on the race and gender diversity.

The Company’s remuneration policy and implementation report will be tabled for a separate non-binding advisory vote by Shareholders at each annual general meeting. In the event that the remuneration policy or the implementation report are voted against by 25% or more of the votes exercised, the announcement on the voting results will provide an invitation to dissenting shareholders to engage with the Company and will specify the manner and timing of such engagement.

Social and ethics committeeThe Company subscribes to the highest ethical standards and behaviour in the conduct of its business and dealings with all stakeholders. The Social and Ethics Committee met three times in the last financial year ended June 2018, and once in the six-month period ended 31 December 2018.

The social and ethics committee assists the Board monitoring all aspects associated with the sustainable development performance of the Group, specifically relating to: ▪ stakeholder engagement; ▪ health and public safety, which includes

occupational health and safety as well as the clinical quality of the group’s services;

▪ broad-based black economic empowerment; ▪ labour relations and working conditions; ▪ training and skills development of the group’s

employees; ▪ management of the group’s environmental

impacts; ▪ ethics and compliance; and ▪ corporate social investment.

The social and ethics committee consists of the following members:RJ Connellan MemberKA Rayner MemberP Matute ChairmanG Manyere MemberDP van der Merwe Member

Investment committeeThe company has also established an investment committee, to assist the Board in assessing and recommending investments for the Group.

The investment committee consists of the following members:KA Rayner ChairmanG Manyere MemberRJ Connellan MemberDP van der Merwe Member

5. Curricula vitae and categorisation of each director

Brief curricula vitae of each Director standing for election or re-election is included in the notice to the annual general meeting of the Company each year. 6. Appointment of executive financial

Director The Company has appointed Dirk van der Merwe as its full-time executive financial Director.

The Audit and Risk Committee has confirmed that it is satisfied that Dirk van der Merwe has the necessary and appropriate expertise and experience required of an executive financial Director.

The audit committee assesses the expertise and experience of the financial Director on an


annual basis and communicates their findings to Shareholders annually in the integrated report released by the Company.

7. Company Secretary The Board considers on an annual basis, and is satisfied that the Company Secretary, Lezanne du Preez-Cilliers, has the necessary and appropriate competence, qualifications and experience. This is communicated to Shareholders annually in the integrated report released by the Company. Ms du Preez-Cilliers has an LLB from the University of Pretoria and is a High Court admitted Attorney.The Company Secretary is not a Director of the Company. An arm’s length relationship is maintained between the Board and the Company Secretary.

8. Gender diversityEcsponent supports the principles and aims for appropriate gender diversity at a Board level. Ecsponent has a gender diversity policy which, albeit with set targets, provides that Ecsponent will consider a female appointment should a vacancy on the Board arise, or should there be a requirement

for an additional Board appointment, and having due regard to the skills, expertise, experience and background required to fill any such board position(s), the availability of suitable candidates, the development potential of candidates and to any additional requirements that may be necessary to ensure a combination of skills, and experience on the Board and its committees that will best serve the interests of the Ecsponent Group and its stakeholders. The policy was approved by the Board on 20 September 2019.

9. Race diversity In terms of paragraph 3.84(j) of the JSE Listings Requirements, companies are required to have a policy on the promotion of race diversity at Board level. The Company supports this and has adopted such a policy and believes that the current composition of the Board reflects its race diversity policy. Any new Board members appointed will be after consideration of the race diversity policy.


Annexure I

MyBucks material acquisitions and vendor details

BUSINESS ACQUIRED

NAME OF VENDOR

ADDRESS OF VEN-DOR

DATE ACQUIRED

INTER-EST AC-QUIRED

CONSIDERATION PAID

GUARANTEES OR WAR-RANTIES BY VENDOR

RESTRICTIONS OR RE-STRAINTS

SETTLEMENT OF ACCRUED TAx PER VENDOR AGREEMENTS

DETAILS OF HOW SECURITY VALUE WAS DETERMINED (FOR A SUBSIDIARY, A RECON OF THE AMOUNT PAID AND VALUE OF ATTRIBUTABLE NET ASSETS)

Opportunity Kenya Limited

Opportunity Transformation investments Inc.

550 West Van Buren, Suite 200, Chicago IL 60607 United States of America

1 July 2016 100% US$1,766,807 and 16,667 shares in MyBucks (translated at the exchange rate of 0.900EUR for 1US$ and a MyBucks share price of EUR15.88) equating to EUR 1,856,069.

None None Settled in the normal course of business.

Please refer to note 5, on pages 36 to 41 of the MyBucks Annual Financial Statements (incorporated in this Circular by reference) for details of the valuations performed.

Opportunity Tanzania Limited

1 July 2016 100% None None

Banco Oportunidade de Mocambique

Opportunity Microfinance Investments Ltd

81 St Clements, Angel Court, Oxford OX4 1AW, Oxfordshire United Kingdom


Opportunity Bank of Uganda Limited

1 October 2016

49% US$1,684,654 in cash and 133,333 shares in MyBucks (translated at the exchange rate of 0.889 EUR for 1US$ and a MyBucks share price of EUR18.80) equating to EUR 4,005,229.

None None

Fair Go Finance (Pty) Ltd

Stela Walshe Company Pty Ltd

Flinders Accountants Level 4, 1 Howard street, Perth, WA, 6000

1 January 2017

75% 117,613 shares in MyBucks (utilising a MyBucks share price of EUR17.70) equating to EUR2,081,751.

None None

15 July 2018

10% (to total 85%)

Capital injection by MyBucks of EUR3,158,895 diluting minority shareholder from 25% to 15%.

Alto Legal (Proprietary) Limited (Alto Legal)Alto Assurance (Proprietary) Limited (Alto Assurance)

Elliot Moshoke Not available 16 Nov 2016

100% Alto Legal – EUR34,240Alto Assurance – EUR20,901

None None

New Finance Bank Limited (Malawi)

Finance Holdings Corporation (International) Limited

Faber Capital Limited

Hong Kong,Registration number 2175596

British Virgin IslandsRegistration number 1749453

1 July 2017 50% USD3 million The joint venture has undrawn customer overdraft facilities available amounting to €843 thousand (MKW 715 million) and issued guarantees amounting to €32 thousand (MKW 27 million)

None Please refer to note 12, on pages 53 to 55 of the MyBucks Annual Financial Statements (incorporated in this Circular by reference) for details of the valuations performed.


Finsbury Investments Limited

Zambia,Registration number 1132

January 2019 (provisional approval from the Central bank of Malawi).

50% (to total 100%)

None The approval obtained from the Central bank of Malawi stipulates that the group has to dispose of at least 35% of the shares within the next 3 years.



BUSINESS ACQUIRED

NAME OF VENDOR

ADDRESS OF VEN-DOR

DATE ACQUIRED

INTER-EST AC-QUIRED

CONSIDERATION PAID

GUARANTEES OR WAR-RANTIES BY VENDOR

RESTRICTIONS OR RE-STRAINTS

SETTLEMENT OF ACCRUED TAx PER VENDOR AGREEMENTS

DETAILS OF HOW SECURITY VALUE WAS DETERMINED (FOR A SUBSIDIARY, A RECON OF THE AMOUNT PAID AND VALUE OF ATTRIBUTABLE NET ASSETS)

Opportunity Kenya Limited

Opportunity Transformation investments Inc.

550 West Van Buren, Suite 200, Chicago IL 60607 United States of America

1 July 2016 100% US$1,766,807 and 16,667 shares in MyBucks (translated at the exchange rate of 0.900EUR for 1US$ and a MyBucks share price of EUR15.88) equating to EUR 1,856,069.

None None Settled in the normal course of business.


Opportunity Tanzania Limited


Banco Oportunidade de Mocambique

Opportunity Microfinance Investments Ltd

81 St Clements, Angel Court, Oxford OX4 1AW, Oxfordshire United Kingdom


Opportunity Bank of Uganda Limited

1 October 2016

49% US$1,684,654 in cash and 133,333 shares in MyBucks (translated at the exchange rate of 0.889 EUR for 1US$ and a MyBucks share price of EUR18.80) equating to EUR 4,005,229.

None None

Fair Go Finance (Pty) Ltd

Stela Walshe Company Pty Ltd

Flinders Accountants Level 4, 1 Howard street, Perth, WA, 6000

1 January 2017

75% 117,613 shares in MyBucks (utilising a MyBucks share price of EUR17.70) equating to EUR2,081,751.

None None

15 July 2018

10% (to total 85%)

Capital injection by MyBucks of EUR3,158,895 diluting minority shareholder from 25% to 15%.

Alto Legal (Proprietary) Limited (Alto Legal)Alto Assurance (Proprietary) Limited (Alto Assurance)

Elliot Moshoke Not available 16 Nov 2016

100% Alto Legal – EUR34,240Alto Assurance – EUR20,901

None None


Finance Holdings Corporation (International) Limited

Faber Capital Limited

Hong Kong,Registration number 2175596

British Virgin IslandsRegistration number 1749453

1 July 2017 50% USD3 million The joint venture has undrawn customer overdraft facilities available amounting to €843 thousand (MKW 715 million) and issued guarantees amounting to €32 thousand (MKW 27 million)

None Please refer to note 12, on pages 53 to 55 of the MyBucks Annual Financial Statements (incorporated in this Circular by reference) for details of the valuations performed.


Finsbury Investments Limited

Zambia,Registration number 1132

January 2019 (provisional approval from the Central bank of Malawi).

50% (to total 100%)

None The approval obtained from the Central bank of Malawi stipulates that the group has to dispose of at least 35% of the shares within the next 3 years.


No directors or promoters have any interest in any of the below acquisitions, nor have there been any consideration or benefits.All the assets acquired have all been transferred into the name of MyBucks.None of the acquired assets have been ceded or pledged as security by MyBucks.


Notice of General Meeting


The definitions and interpretations commencing on page 7 of the Circular to which this notice of General Meeting is attached apply mutatis mutandis throughout this notice of General Meeting.

Notice

Notice is hereby given that a General Meeting of Shareholders will be held at 10:30 on Wednesday, 20 November 2019, at the Company’s registered office, 1st Floor, The Wedge, 43 Garsfontein Road, Waterkloof 0145, Pretoria, to pass, with or without modification, the ordinary resolution as set out in this notice of General Meeting. The record date to determine which shareholders are eligible to attend and vote at the General Meeting is Friday, 11 October 2019.

Electronic participation

In terms of section 61(10) of the Companies Act every shareholders’ meeting of a public company must be reasonably accessible within South Africa for electronic participation by shareholders. Shareholders wishing to participate electronically in the General Meeting are required to deliver written notice to the Transfer Secretaries, Computershare Investor Services Proprietary Limited, at PO Box 61051, Marshalltown, 2107, by no later than Monday, 18 November 2019 that they wish to participate via electronic communication at the General Meeting (the “Electronic Notice”). In order for the Electronic Notice to be valid it must contain:

a) if the Shareholder is an individual, a certified copy of his identity document and/or passport;

b) if the Shareholder is not an individual, a certified copy of a resolution by the relevant entity and a certified copy of the identity documents and/or passports of the persons who passed the relevant resolution. The relevant resolution must set out whom from the relevant entity is authorised to represent the relevant entity at the General Meeting via electronic communication; and

c) a valid e-mail address and/or facsimile number (the “contact address/number”).

The Company shall, by no later than 24 hours before the commencement of the General Meeting, use its reasonable endeavours to notify a Shareholder at its contact address/number who has delivered a valid Electronic Notice of the relevant details through which the Shareholder can participate via electronic communication.

Identification of meeting participants

In terms of Section 63(1) of the Act, before any person may attend or participate in a Shareholders’ meeting, that person must present reasonable satisfactory identification and the person presiding at the meeting must be reasonably satisfied that the right of that person to participate and vote, either as a Shareholder, or as a proxy of a Shareholder, has been reasonably verified.

Resolution

ORDINARY RESOLUTION NUMBER 1 – Approval of the implementation of the Debt Restructure and MyBucks Subscription Agreement

“RESOLVED THAT, the Company be authorised to enter into the Debt Restructure and MyBucks Subscription Agreement, the terms of which are set out in the Circular to which this notice of General Meeting is attached, and to give effect to the Debt Restructure and MyBucks Subscription, on the terms set out in the Debt Restructure and MyBucks Subscription Agreement, and that any Director or the company secretary of Ecsponent be and is hereby authorised to do all things and sign all documents required to give effect to this ordinary resolution.”

Explanatory noteIn terms of the JSE Listings Requirements, the Debt Restructure and MyBucks Acquisition contemplated in the Debt Restructure and MyBucks Acquisition Agreement is a category 1 transaction and requires the approval of the majority (50% + 1) of the Ordinary Shareholders present or represented at the General Meeting.


Voting

Shareholders entitled to attend and vote at the General Meeting may appoint one or more proxies to attend, speak and vote thereat in their stead. A proxy need not be a member of the Company. A Form of Proxy, in which are set out the relevant instructions for its completion, is enclosed for the use of a certificated Shareholder or “own name” registered Dematerialised Shareholder who wishes to be represented at the General Meeting.

Completion of a Form of Proxy will not preclude such Shareholder from attending and voting (in preference to that Shareholder’s proxy) at the General Meeting. The instrument appointing a proxy and the authority (if any) under which it is signed should reach the Transfer Secretaries at the address given below by no later than 10:30 on Monday, 18 November 2019, or via email to [email protected].

Dematerialised Shareholders, other than “own name” registered Dematerialised Shareholders, who wish to attend the General Meeting in person, will need to request their CSDP or broker to provide them with the necessary letter of representation in terms of the custody agreement entered into between such Shareholders and the CSDP or broker.

Dematerialised Shareholders, other that “own name” or registered dematerialised Shareholders, who are

unable to attend the General Meeting and who wish to be represented thereat, must provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between themselves and the CSDP or broker in the manner and time stipulated therein.

On a poll, Ordinary Shareholders will have one vote in respect of each Share held.

By order of the Board.

30 September 2019

Lezanne du Preez-Cilliers Company SecretaryRegistered office1st Floor, The Wedge43 Garsfontein RoadWaterkloof Pretoria 0145

Transfer Secretaries Computershare Investor Services Proprietary Limited(Registration number 2004/003647/07)2nd Floor, Rosebank Towers15 Biermann AvenueRosebank, 2196(PO Box 61051, Marshalltown, 2107)


Form of Proxy

(for use by certificated and own name dematerialised Shareholders only) For use by certificated and “own name” registered Dematerialised Shareholders of the Company at the General Meeting of Ecsponent to be held at 10:30 on Wednesday, 20 November 2019 at the registered office, 1st Floor, The Wedge, 43 Garsfontein Road, Waterkloof 0145, Pretoria, 0182 (“the General Meeting”).

I/We (please print full names)

of (address)

Telephone number:

Cellphone number:

E-mail address:

being the holder/s of

ordinary no par value Shares in Ecsponent, appoint (see note 1):

1. or failing him,

2. or failing him,

3. the chairperson of the General Meeting,

as my/our proxy to act for me/us and on my/our behalf at the General Meeting which will be held for the purpose of considering, and if deemed fit, passing, with or without modification, the resolution to be proposed thereat and at any adjournment thereof; and to vote for and/or against the resolution and/or abstain from voting in respect of the Ordinary Shares registered in my/our name/s, in accordance with the following instructions (see note 2):

Number of Votes

Resolution proposed For Against Abstain

Ordinary Resolution Number 1Approval of the implementation of the Debt Restructure and MyBucks Subscription Agreement, and Directors’ authorising resolution

(Indicate instruction to proxy by way of a cross in the relevant space provided above)



Signed at:

on:

Signature: Assisted by me (where applicable):

Name:

Signature:

Notes:1. This form is for use by Certificated Shareholders

and Dematerialised Shareholders with “own-name” registration whose Shares are registered in their own names on the record date and who wish to appoint another person to represent them at the meeting. If duly authorised, companies and other corporate bodies who are Shareholders having Shares registered in their own names may appoint a proxy using this form, or may appoint a representative in accordance with the last paragraph below.

Other Shareholders should not use this form.

All beneficial holders who have dematerialised their shares through a CSDP or broker, and do not have their shares registered in their own name, must provide the CSDP or broker with their voting instructions. Alternatively, if they wish to attend the General Meeting in person, they should request the CSDP or broker to provide them with a letter of representation in terms of the custody agreement entered into between the beneficial owner and the CSDP or broker.

2. This proxy shall apply to all the ordinary shares registered in the name of shareholders at the record date unless a lesser number of shares are inserted.

3. A shareholder may appoint one person as his proxy by inserting the name of such proxy in the space provided. Any such proxy need not be a shareholder of the company. If the name of the proxy is not inserted, the chairman of the

meeting will be appointed as proxy. If more than one name is inserted, then the person whose name appears first on the form of proxy and who is present at the meeting will be entitled to act as proxy to the exclusion of any persons whose names follow. The proxy appointed in this proxy form may delegate the authority given to him in this proxy by delivering to the company, in the manner required by these instructions, a further proxy form which has been completed in a manner consistent with the authority given to the proxy of this proxy form.

4. Unless revoked, the appointment of proxy in terms of this proxy form remains valid until the end of the meeting even if the meeting or a part thereof is postponed or adjourned.

5. If:5.1. a Shareholder does not indicate on this

instrument that the proxy is to vote in favour of or against or to abstain from voting on any resolution; or

5.2. the Shareholder gives contrary instructions in relation to any matter; or

5.3. any additional resolution/s which are properly put before the General Meeting; or

5.4. any resolution listed in the proxy form is modified or amended, the proxy shall be entitled to vote or abstain from voting, as he thinks fit, in relation to that resolution or matter. If, however, the Shareholder has provided further written instructions which accompany this form and which indicate how the proxy should vote or abstain from

Capacity:


voting in any of the circumstances referred to in 5.1 to 5.4, then the proxy shall comply with those instructions.

6. If this proxy is signed by a person (signatory) on behalf of the Shareholder, whether in terms of a power of attorney or otherwise, then this proxy form will not be effective unless:6.1. it is accompanied by a certified copy of the

authority given by the Shareholder to the signatory; or

6.2. the Company has already received a certified copy of that authority.

7. The chairman of the meeting may, at his discretion, accept or reject any proxy form or other written appointment of a proxy which is received by the chairman prior to the time when the meeting deals with a resolution or matter to which the appointment of the proxy relates, even if that appointment of a proxy has not been completed and/or received in accordance with these instructions. However, the chairman shall not accept any such appointment of a proxy unless the chairman is satisfied that it reflects the intention of the Shareholder appointing the proxy.

8. Any alterations made in this form of proxy must be initialled by the authorised signatory/ies.

9. This proxy form is revoked if the Shareholder who granted the proxy:9.1. delivers a copy of the revocation

instrument to the company and to the proxy or proxies concerned, so that it is received by the company by not later Monday, 18 November 2019 at 10:30; or

9.2. appoints a later, inconsistent appointment of proxy for the General Meeting; or

9.3. attends the General Meeting in person.10. If duly authorised, companies and other corporate

bodies who are Shareholders of the company having Shares registered in their own name may, instead of completing this proxy form, appoint a representative to represent them and exercise all of their rights at the meeting by giving written notice of the appointment of that representative. This form will not be effective at the meeting unless it is accompanied by a duly certified copy of the resolution/s or other authorities in terms of which that representative is appointed and is received at the company’s registered office along with this Form of Proxy.

Summary of rights established by section 58 of the Companies Act as required in terms of sub-section 58(8)(b)(i):1. A shareholder may at any time appoint any

individual, including a non-shareholder of the Company, as a proxy to participate in, speak and vote at a shareholders’ meeting on his/her behalf (section 58(1)(a)), or to give or withhold consent on behalf of the shareholder to a decision in terms of section 60 (shareholders acting other than at a meeting) (section 58(1)(b)).

2. A proxy appointment must be in writing, dated and signed by the shareholder, and remains valid for one year after the date on which it was signed or any longer or shorter period expressly set out in the appointment, unless it is revoked in terms

of paragraph 6.3 below or expires earlier in terms of paragraph 10.4 below (section 58(2)).

3. A shareholder may appoint two or more persons concurrently as proxies and may appoint more than one proxy to exercise voting rights attached to different securities held by the shareholder (section 58(3)(a)).

4. A proxy may delegate his/her authority to act on behalf of the shareholder to another person, subject to any restriction set out in the instrument appointing the proxy (“proxy instrument”) (section 58(3)(b)).

5. A copy of the proxy instrument must be delivered to the Company, or to any other person acting on behalf of the Company, before the proxy exercises any rights of the shareholder at a shareholders’ meeting (section 58(3)(c)) and in terms of the MOI of the Company at least 48 hours before the meeting commences.

6. Irrespective of the form of instrument used to appoint a proxy:6.1. the appointment is suspended at any time

and to the extent that the shareholder chooses to act directly and in person in the exercise of any rights as a shareholder (section 58)4)(a));

6.2. the appointment is revocable unless the proxy appointment expressly states otherwise (section 58(4)(b)); and

6.3. if the appointment is revocable, a shareholder may revoke the proxy appointment by cancelling it in writing or by making a later, inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and to the Company (section 58(4)(c)).

7. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the shareholder as of the later of the date stated in the revocation instrument, if any, or the date on which the revocation instrument was delivered as contemplated in paragraph 6.3 above (section 58(5)).

8. If the proxy instrument has been delivered to a Company, as long as that appointment remains in effect, any notice required by the Companies Act or the Company’s MOI to be delivered by the Company to the shareholder must be delivered by the Company to the shareholder (section 58(6)(a)), or the proxy or proxies, if the shareholder has directed the Company to do so in writing and paid any reasonable fee charged by the Company for doing so (section 58(6)(b)).

9. A proxy is entitled to exercise, or abstain from exercising, any voting right of the shareholder without direction, except to the extent that the MOI or proxy instrument provides otherwise (section 58(7)).

10. If a Company issues an invitation to shareholders to appoint one or more persons named by the Company as a proxy, or supplies a form of proxy instrument:10.1. the invitation must be sent to every

shareholder entitled to notice of the


meeting at which the proxy is intended to be exercised (section 58(8)(a));

10.2. the invitation or form of proxy instrument supplied by the Company must:10.2.1. bear a reasonably prominent

summary of the rights established in section 58 of the Companies Act (section 58(8)(b)(i));

10.2.2. contain adequate blank space, immediately preceding the name(s) of any person(s) named in it, to enable a shareholder to write the name, and if desired, an alternative name of a proxy chosen by the shareholder (section 58(8)(b)(ii)); and

10.2.3. provide adequate space for the shareholder to indicate whether the appointed proxy is to vote in favour of or against any resolution(s) to be put at the meeting, or is to abstain from voting (section 58(8)(b)(iii));

10.3. the Company must not require that the proxy appointment be made irrevocable (section 58(8)(c)); and

10.4. the proxy appointment remains valid only until the end of the meeting at which it was intended to be used, subject to paragraph 7 above (section 58(8)(d)).

Ecsponent Limited Head Office1st Floor, The Wedge43 Garsfontein RoadWaterkloof, 0145Pretoria, Gauteng

+27 87 808 0100+27 86 432 [email protected]

Registration no. 1998/013215/06