NVest Financial Holdings Limited - ANNUAL REPORT 2017 · INTEGRATED ANNUAL REPORT 2017 4 NVest Financial Holdings Limited (NVFH) CONTENTS Scope of this Report 01 Chairman’s Report

ANNUALREPORT2017

INTEGRATEDNVest Financial Holdings Limited -

INTEGRATED ANNUAL REPORT 2017 NVest Financial Holdings Limited (NVFH)2


“Twenty years from now, you will be more disappointed by the things you didn’t do than those you did. So throw off the bowlines. Sail away from safe harbor. Catch the wind in your sails.Explore. Dream. Discover.”

Mark Twain


CONTENTSScope of this Report 01

Chairman’s Report 02

Chief Executive Officer’s Report 04

Directors 08

Executive Management 11

NVest: By the numbers.... 14

Our journey so far…. 16

Group Structure 20

NFB Brand Evolution 21

And the Award goes to…. 22

ASISA Internship 23

Corporate Governance and Sustainability Report 24

Social and Ethics Committee Report 32

Audit and Risk Committee Report 34

Remuneration Committee Report 36

Directors Responsibilities and Approval 38

Group Company Secretary’s Certification 39

Independent Auditor’s Report 40

Group Consolidated Annual Financial Statements 46

Statement of Financial Position 49

Statement of Comprehensive Income 50

Statement of Changes in Equity 51

Statement of Cash Flows 53

Notes to the Consolidated Annual Financial Statements 61

Analysis of Shareholders 91

General Information 92

Notice of AGM and Proxy 93


SCOPE OF THISINTEGRATEDANNUAL REPORTNVest Financial Holdings Limited (hereinafter referred to as “NVFH”, “NVest”, “the Company” or “the Group”) is pleased to present this Integrated Annual Report (“the Report”) for the 2017 financial year.

The Report provides a balanced view on both the financial and non-financial performance of the Group over the twelve months ended 28 February 2017 in respect of all our majority and wholly owned subsidiary business operations across South Africa.

The content of this Report is specifically aimed at providing NVest’s key stakeholders with a holistic view and understanding of the economic, environmental, social and governance initiatives that are material to the long-term success and sustainability of the Group.

The Integrated Annual Review and summary financial statements have been compiled in accordance with the integrated reporting principles contained in the Code of Corporate Practices and Conduct set out in the King Report on Corporate Governance for South Africa (“the King Code”). The annual financial statements have been prepared by Ivan Oelofse (independent preparer) under the supervision of the Group Financial Director and approved by the Group Board of Directors.

This Report contains references to forward-looking statements in places. These statements are subject to risks and uncertainties which may result in the actual performance being materially different from what has been expressed or implied by such statements. Stakeholders are thus advised not to place undue reliance on any forward-looking statements. NVest will not update or revise any forward-looking statements, even if new information becomes available, other than as required in terms of the Listing Requirements of the JSE.

An electronic version of this Report is available for viewing on the Group website: www.nvestholdings.co.za.

As a valued stakeholder, we welcome your feedback on this Integrated Annual Report, which may be used to shape and guide the content and format of future Reports. Please direct any feedback to [email protected].

We trust that you will find this Report to be both informative and insightful in terms of our performance during the past financial year and our ambitions for further growth going forward.


“We trust that you will find this Report to be both informative and insightful in terms of our performance during the past financial year...”


CHAIRMAN’SREPORT

Dear Shareholders,

Welcome to the Integrated Annual Report for NVest Financial Holdings Limited for the financial year ended 28 February 2017.

It is with great pleasure that the NVest Board presents its second Integrated Annual Report since listing on the Alternative Exchange of the Johannesburg Stock Exchange in May 2015, highlighting a journey of continued progress over the last 12 months.

The words of Charles Dickens; “It was the best of times, it was the worst of times, it was the age of wisdom, it was the age of foolishness, it was the epoch of belief, it was the epoch of incredulity…” may well have been written over one hundred years ago, but with a South African and worldwide 2016/7 specifically in mind!

The year under review has been characterised by material market and political turbulence – both at home and abroad. On a global playing field, the US election result that ushered President Trump into the White House, the continuing Brexit fall out and the recent French elections – locally seasoned with calls for President Zuma to stand down over the Minister of Finance hot seat rotation debacle and the resulting national credit down-grades, have all culminated in providing a very bumpy environment for businesses to operate in.

Notwithstanding this backdrop, NVest continues to deliver remarkably solid results underpinned by 33% growth in revenue and 5% growth in net profit after tax compared to the previously reported year. This is a result of employees’ continued focus and the ability of the leadership of the Group. Central to this is the client-centric approach in partnering with clients to safeguard their interests and grow their wealth.

After the milestones of listing as a public company and acquiring a material foothold in the Private Wealth Management space in Gauteng in quick succession during 2015/6, the year under review was always going to be one of operational consolidation.

Whilst acquisition opportunities have been (and continue to be) actively identified and assessed, the predominant focus during the year has been one of realigning the business for the next stage of growth.


“NVest continues to deliver remarkably

solid results underpinned by 33%

growth in revenue and 5% growth in

net profit after tax compared tothe previously

reported year.”

This has been highlighted by the following:• targeted senior resources have been appointed to complement

the already strong collective ability at the top management table,• investments have been made in standardising the main stream IT

Platform for the Private Wealth Management Business which will bring operating efficiencies and enhanced client experience to the core revenue driver of the Group,

• the implementation of an enterprise wide risk management framework fitting of the Group’s standing as a listed broad based Financial Services Provider,

• the Group has increased its shareholding positions in NVest Properties Limited (to 100%) and NVest Property Services (Pty) Limited (to 80%) respectively, and,

• NVest Securities (Pty) Limited has opened its doors in Johannesburg to build on the considerable growth and contribution that stockbroking brings to the wider Group.

All of this has been achieved in parallel with excellent year-on-year organic growth across various Group subsidiaries.

Importantly, the Group’s business model remains robust and relevant to its stakeholders. Operating margins are sustainable, a significantly high proportion of earnings are of an annuity nature, organic growth is evident and there is continuity in a senior management and leadership team that has, by and large, a “three-decades-and-counting” track record of consistent delivery. The Board has every confidence in their ability to continue on this trajectory for the business over the next chapter of growth.

The Board has also embraced the challenges and opportunities as presented, which I am very grateful for, providing an environment of healthy debate, but also dependable support and solidarity once the direction has been set.

This leaves me with the important task of congratulating Anthony and his Executive Management team and all the staff across the Group for the strong performance throughout the year. On behalf of the Board, I hereby extend our sincere gratitude to all of the Group’s stakeholders, including shareholders, valued clients, business partners, management and employees, for their stellar contributions.

Finally, thank you to my fellow Board members for their support and dedication over the past year in contributing to the continued success of the NVest Group.

Yours faithfully,

Jonathan GoldbergGroup Chairman22 May 2017



Dear Shareholders,

I am delighted to report on the affairs and performance of NVest for the financial year ended 28 February 2017

COMMENTARY:The 2017 financial year marks the 33rd year that the underlying NFB business has been in existence, and another successful chapter in NVest’s journey to becoming the pre-eminent independent financial advisory, asset management and property services business in South Africa.

Following the listing of NVest on the Alternative Exchange of the Johannesburg Stock Exchange and the subsequent acquisition of NFB Finance Brokers Gauteng (Pty) Limited in 2015, the 2017 financial year was one of realignment to ensure that the Group is optimally positioned for the next phase of growth as a listed broad based financial services organisation.

Despite a persistently challenging operating environment, both at home and internationally, NVest has continued to make considerable progress in building the infrastructure, product and service propositions and capabilities required for sustainable growth going forward. This progress reaffirms the

resilience of our operating model, our continued relevance to clients and the value in our relentless focus on client centric, tailored investment, property and financial solutions.

RESULTS:NVest has achieved, and in some cases exceeded, its financial commitments and budgets for the year under review with notable contributions spread across several Group subsidiaries, again premised on encouraging organic top line revenue growth.

The following headlines summarise the financial performance for the year under review:

• Attributable net profit after taxation increased by 5.23% to R60.98 million (2016: R57.95 million).

• Revenue increased by 32.9% to R287.6 million (2016: R216.4 million).

• Net asset value increased by 8.82% to 129.82 cents per share (2016: 119.30 cents per share).

CHIEFEXECUTIVEOFFICER’SREPORT

INTEGRATED ANNUAL REPORT 2017 NVest Financial Holdings Limited (NVFH)5INTEGRATED ANNUAL REPORT 2017 NVest Financial Holdings Limited (NVFH)5

• Headline earnings per share remained in line with the prior year at 18.45 cents per share (2016: 18.77 cents per share) based on a higher number of weighted average shares in issue compared to 2016 (weighted average shares in issue increased by 21.6% compared with 2016).

• Assets under management and administration increased by 15.6% to R26 billion as at 28 February 2017 (2016: R22.5 billion).

• Declaration of a final dividend of 5.00 cents per share.

The significant revenue growth is predominantly organic due to strong contributions from existing businesses (post the integration of the NFB Finance Brokers Gauteng (Pty) Limited business into the Group accounted for, for the first full year as a wholly owned subsidiary). Assets under management and administration have also grown by 15.6% to R26 billion compared with R22.5 billion in the previous year of reporting, which is both a key indicator of and enabler for growth across many of our subsidiaries.

Costs continued to be prudently managed and grew by 37.2 % in line with budget and proportionate to the overall growth of the business. The growth in costs was impacted by:

a. Variable costs growing in line with turn over.b. The consolidation of costs arising from previously acquired

businesses (principally NFB Finance Brokers Gauteng (Pty) Limited)

c. Governance, compliance and system costs directly attributable to being a listed financial services provider business, and,

d. Costs associated with the hiring of targeted personnel in senior positions.

The increasing revenue stream, coupled with disciplined cost management, has translated into a profit after tax due to owners of R60.98 million (2016: R57.95 million). The business remains highly cash generative and 86% of profits were generated in cash.

The Company holds strong cash reserves (R115 million). The intention remains to apply these to strategic acquisitions which will unlock material synergies and yield a better return than what the funds currently earn on call.

Various acquisitive opportunities were actively considered during the year under review and this focus remains to ensure that the right inorganic growth options are capitalised on in line with the over-arching Group strategy.

OPERATIONAL REVIEW:The Group currently consists of 10 (ten) direct subsidiaries across the financial services and property sectors, 6 (six) of which are wholly owned with the remaining being majority owned and management controlled businesses. The Group subsidiaries are as follows:

- NFB Finance Brokers Eastern Cape (Pty) Limited - Private Wealth Management business (NVFH holds 100%)

- NFB Finance Brokers Gauteng (Pty) Limited - Private Wealth Management business (NVFH holds 100%)

- NFB Finance Brokers Western Cape (Pty) Limited - Private Wealth Management business (NVFH holds 100%)

- NFB Finance Brokers Port Elizabeth (Pty) Limited - Private Wealth Management business (NVFH holds 65%)

- NFB Asset Management (Pty) Limited – Asset Management Business (NVFH holds 100%)

- NVest Securities (Pty) Limited - Stockbroking Business (NVFH holds 100%)

- NVest Properties Limited - Property Holding Business: (NVFH holds 100%)

- NVest Property Services (Pty) Limited – Commercial Property Services Business (NVFH holds 80%)

- NFB Insurance Brokers (Border) (Pty) Limited – Short Term Insurance Brokerage Business (NVFH holds 76.67%)

- Independent Executor and Trust (Pty) Limited – Fiduciary and Estate Planning / Administration Business (NVFH holds 70%)

• NFB Private Wealth Management subsidiaries: Whilst these businesses remain separate legal entities, an over-arching management structure (the NFB Private Wealth Management Cluster Management Committee, “PWM Management Cluster”) was established during the year. The mandate of the PWM Management Cluster has been to set a common strategic growth agenda, to execute against that agenda and to capitalise on scale and shared operational efficiencies given the commonality of the underlying NFB Private Wealth Management businesses. The PWM Management Cluster Committee is chaired by Mike Estment and all the subsidiary Private Wealth Management Managing Directors are members of that Management forum. The benefits of this shared approach are now starting to gain traction. Some additional commentary on each NFB Private Wealth Management business is set out below.

- NFB Finance Brokers Eastern Cape (Pty) Limited, headquartered in East London and under the able leadership of Gavin Ramsay, continues to be the primary contributor to overall revenue. Assets under Management and Administration have grown to R9.1 Billion. Within that, direct Offshore assets have grown to 24% of total assets under management. Income margins have been maintained with client service and satisfaction levels remaining high. Advisory capacity has been increased and the product and financial solution infrastructure has been operationally tightened and streamlined.

- NFB Finance Brokers Gauteng (Pty) Limited, under the stewardship of Andrew Duvenage, performed broadly to budget and remains a priority focus for growth going forward. Assets under Management and Administration continue to grow and the operational integration of this business into the wider Group is now reaching maturation. The outlook is further strengthened by the recent opening of the NVest Securities (Pty) Limited office in Johannesburg which will broaden the product and service proposition materially.

- NFB Finance Brokers Port Elizabeth (Pty) Limited continues to grow incrementally and this geographical market is a top priority for acquisitive growth in the short term to capitalise on the established brand and Eastern Cape network.


- Our Cape Town based NFB Private Wealth Management branch performed to expectations and grew its client and Assets under Management and Administration base during the year. The growth of this office and our presence in the Western Cape market remains a key priority going forward.

• NVest Securities (Pty) Limited posted a pleasing set of results with a 14% improvement in profit after tax for the year under review. This was despite a continuation of the lacklustre performance from equity markets seen in prior years. Although growth in Assets under Management reflected a 4% improvement for the year, this must be viewed in the context of a Rand that strengthened more than 18% against the dollar during the last financial year. This proved a substantial headwind to the reporting of new asset growth as a significant portion of new accounts opened are in global portfolios directly affected by Rand translation reporting at year end. Work continues on improving all aspects of reporting and system integration, as well as NVest’s approach to portfolio construction. This has been given further impetus by leadership changes within the business, with Chris Lemmon now firmly in place as Managing Director, and we look forward to another strong performance from NVest Securities in the coming year.

• NFB Asset Management (Pty) Limited had a ground breaking year, capped by external recognition received through the 2016 Annual “Raging Bull” Awards at which NFB Asset Management was the proud recipient of a Certificate for Top Performance and the Raging Bull award itself for the NFB Cautious Fund of Funds. NFB Asset Management was also nominated for a Morningstar Award in the Best Moderate Allocation category, this time for the NFB Balanced Fund of Funds. These accolades are testimony to the leadership of Managing Director, Paul Marais, ably supported by his team and the Asset Management Investment Committee. During the year under review NFB Asset Management launched a new range of offshore model portfolios. This initiative contributed significantly to the 14% growth seen in Assets under Management since the end of the prior financial year. NFB Asset Management is now responsible, through its local and offshore collective investment schemes and model portfolios, for investor assets totalling in excess of R3.3billion. The next financial year will see significant development in NFB Asset Management’s product set including the development of new portfolios as well as developing next generation versions of existing portfolios.

• NFB Insurance Brokers (Border) (Pty) Limited had another steady year under the leadership of Managing Director Michelle Wolmarans, exceeding budget, increasing its contribution to overall Group Revenue and Profit and delivering a Net Profit After Tax return of R2 115 637. The year-on-year increase in gross written premiums continued in 2017 despite the languid economic environment. Clarity is still awaited from the Financial Services Board regarding amendments to key legislation in respect of binder (outsource) agreements. The position continues to be closely monitored as the outcome may have a direct impact on fee income in the future.

• NVest Properties Limited performed to expectations. The business crystallised its position during the year under

review as a co-shareholder, developer and end purchaser in the Illovo Point Development in Johannesburg through which two units in this exciting, multi-purpose office development will be acquired on completion (expected mid 2018). Construction is now in full swing. In respect of the property portfolio, tough operating conditions are likely to present headwinds manifesting in some rental reversions across the property portfolio and this will be closely managed going forward.

• NVest Property Services (Pty) Limited is now in its third year of operation and has delivered excellent growth in net profit after tax (R1.2 million this financial year compared with R258,000 in the previous financial year). This business is now starting to become a meaningful contributor to overall revenue and profit and we look forward to another year of similar growth.

• Independent Executor and Trust (Pty) Limited has performed to expectation and provides a valuable service offering to clients of the Group.

STRATEGY AND ACQUISITIONS:NVest’s strategy is one of controlled organic and inorganic growth, executed efficiently, that will elevate earnings, unlock operational efficiencies and ensure sustainability.

Notwithstanding the increased shareholdings in NVest Property Services (Pty) Limited and NVest Properties Limited, there were no other acquisitions concluded during the year. This is not a reflection of our appetite nor strategy to achieve meaningful growth inorganically. Several acquisitive opportunities were rigorously considered, but not executed, on our own terms.

NVest remains steadfast in its growth ambitions and continues to actively evaluate a variety of acquisitive opportunities aligned to our targeted growth geographies and product/service lines. Our sustained focus in this regard is likely to culminate in the acquisition of an established Private Wealth Management business in Port Elizabeth imminently. This transaction, once concluded, will allow NVest to leverage notable scale and market reach and provide a greater platform for distribution in respect of our Group wide propositions and client offerings.

PROSPECTS:Despite unfavourable operating and market conditions that have a direct bearing on our business, the Board and Management team remain resolutely positive about NVest’s future prospects. This outlook is borne out by the continued growth in top line revenue, disciplined spending, a settled and experienced senior management team supported by a Board and Board sub committees that are starting to mature. The focus for the year ahead will centre on the following strategic priorities:

- Judicious utilisation of capital reserves in acquisitive growth opportunities and further investment in resourcing and infrastructure.

- Capitalising on scale and operational synergies within the Private Wealth Management business subsidiaries.


- Restructuring and recalibrating key support functions that will empower the business to both grow organically and absorb inorganic growth in time.

- Optimising inter related services and product offerings intra-group.- Integration of the anticipated, newly acquired Private Wealth

Management business in Port Elizabeth.- Continuing to focus on top line revenue, operating margins and

cost management.

CHANGES TO THE BOARD OF DIRECTORS:The following changes were made to the Board of directors during the year under review:

Resignations:- Mr John Ross-Smith retired as an Independent Non-Executive Director

of NVest with effect from 15 August 2016.

Appointments:- Professor Lana Joy Weldon was appointed as an Independent Non-

Executive Director of NVest on 6 October 2016 (and as Chairman of the Audit and Risk Committee with effect from 21 November 2016).

SUBSEQUENT EVENTS:As reported in the Audited Annual Financial Statements, there were no subsequent events known to Directors that require reporting on other than the acquisition of a Private Wealth Management business in Port Elizabeth.

CORPORATE ACTIONSThe Group has invested R4.1 million in new ventures during the 2017 financial year which includes the increased shareholdings in NVest Property Services Pty Limited (from 76% to 80%) and NVest Properties Limited (from 96% to 100%). NVest is well placed to grow through strategic acquisitions going forward and has over R115 million in cash available for investment.

APPRECIATIONI would like to express my sincere appreciation to the Board for their considered advice, guidance and support during the year, to our shareholders for their continued trust, to my management team for their steadfast commitment, to all colleagues and staff across the Group for their unerring dedication and to our clients and customers, whose continued trust in our abilities remains the biggest motivation for shared success.

Anthony Denis Godwin GROUP CHIEF EXECUTIVE OFFICER 22 May 2017

“NVest’s strategy is one of controlled

organic and inorganic growth,

executed efficiently, that will elevate earnings,

unlock operational efficiencies and ensure

sustainability.”



DIRECTORS

ANTHONY DENIS GODWIN (57)CHIEF EXECUTIVE OFFICER & EXECUTIVE DIRECTOR

Position Group Chief Executive OfficerAppointment date 3 July 2008Qualifications - International Capital Markets Qualification (Registered Persons Examination), 2001 - National Certificate in Wealth Management, 2005

Anthony has over 30 years’ experience within the Financial Services industry and originally served as Managing Director and a leading financial advisor of NFB Private Wealth Management, the core and original company within the NVest group of companies. Anthony was appointed as Managing Director of NFB Finance Brokers Eastern Cape (Pty) Limited (trading as NFB Private Wealth Management) in 2004 and of the NVest Group in 2008 upon its formation. Anthony is now the Group Chief Executive Officer of NVest Financial Holdings Limited, giving overall strategic direction and leadership to the Group of companies. Anthony also sits on the Boards of a number of subsidiary companies within the Group. Anthony is a member of the Financial Planning Institute as well as a member of the Institute of Financial Markets. Anthony is an active member of Rotary and is a past president of the East London Golf Club.

ANDREW VINCENT KENT (56) EXECUTIVE DIRECTOR

Position Executive Director (Portfolio Manager and Equity Trader)Appointment date 3 July 2008Qualifications - International Capital Markets Qualification (Registered Persons Examination) - JSE Traders Exam - UNISA Programme in Investment Analysis and Portfolio Management modules – Investment Background, Investment Analysis, Ethics and Tax Planning for Investments

Andrew has 27 years’ experience within the financial sector, specialising in equity trading and portfolio management. He was one of the major founders of and reasons for the inception of NVest Securities, which has become one of the core business units within the NVest Group of Companies, having shown tremendous growth since its formation. Andrew also sits on the boards of a number of subsidiary companies within the Group. Andrew is a member of the Institute of Financial Markets.

FRANK TERENCE KNOX (61) GROUP FINANCIAL DIRECTOR AND EXECUTIVE DIRECTOR

Position Group Financial DirectorAppointment date 14 May 2015Qualifications - Bachelor of Commerce (University of the Transkei), 1985 - Bachelor of Accounting Science (Honours) (University of South Africa), 1995 - Advanced Certificate in Industrial Relations and Human Resources (Rhodes), 1997

Frank has approximately 30 years’ experience in the accounting and auditing field. Frank was initially employed as Financial Manager of NFB Private Wealth Management and thereafter the NVest Group and was promoted to the position of Group Financial Director in 2015 on listing. He is a member of the South African Institute of Professional Accountants - Centre of Tax Excellence.


MICHAEL ESTMENT (59) EXECUTIVE DIRECTOR

Position Executive Director – senior Financial Advisor and Head of the Private Wealth Management Cluster of NFB.Appointment date 1 September 2015Qualifications - BA Education (NMMU) - Post Graduate Diploma in Financial Planning (UFS) - CFP designation 2009

After graduating from the University of Port Elizabeth (now NMMU) with a B.A. degree in 1981, Mike started his career at Barclays Bank where he developed credit facilities for the bank’s key Eastern Cape clients before moving on to running the Treasury Division of a national broking group in 1983.

The NFB Group was incorporated in 1985 with Mike as a founding partner. His responsibilities included setting up the Treasury and Asset Management Divisions of the Group. Shortly after the Group opened its Johannesburg offices in 1988, Mike moved from Port Elizabeth to Johannesburg to run this key division. He was subsequently promoted to the role of Chief Executive Officer of NFB Private Wealth Management in Gauteng in 1994. Post the listing of NVest Financial Holdings Limited on the JSE Altx, and the acquisition of NFB Finance Brokers Gauteng (Pty) Limited, Mike was appointed as an Executive Director on the Group Board and currently chairs the NFB Private Wealth Management Cluster Committee.

Mike is also an active member of the World Presidents’ Organization, which he was first invited to join in October 1997 by YPO, and is a member of the Institute of Directors South Africa.

JONATHAN GOLDBERG (55) INDEPENDENT NON-EXECUTIVE CHAIRMAN

Position Independent Non-Executive ChairmanAppointment date 1 April 2015Qualifications - B.Comm (NMMU), 1983 - LLB (NMMU), 1986 - Honours in Business Administration cum laude (University of Stellenbosch), 1988 - MBA cum laude (University of Stellenbosch), 1989 - Institute of Directors of South Africa – Chartered Director - Numerous managerial and self-study courses - 1989 – 2014Occupation Chief Executive Officer - Global Business SolutionsPosition in Company Independent non-executive chairman

Jonathan is the CEO of Global Business Solutions, a leading national Labour Law, BBBEE and EE consultancy. He is a former accredited commissioner of the Commission for Conciliation, Mediation and Arbitration (CCMA), an IMSEC Arbitration and Mediation panellist, a BUSA representative at NEDLAC and a member of the Tokiso dispute settlement panel. Jonathan, and his associate companies, have numerous investments in diverse businesses and he serves on the board of many companies.

Jonathan is a leader and developer of the Wits Business School’s executive development programme in BBBEE. Over his career, Jonathan has edited four books, has compiled many publications, delivered several presentations and seminars and advises business and government on a range of different business related subject matters.



SIVIWE RELEBOHILE KWATSHA (38) INDEPENDENT NON-EXECUTIVE DIRECTOR

Position Independent Non-Executive DirectorAppointment date 1 April 2015Qualifications - Bachelor of Science (Computer Science) cum laude (Rhodes), 1998 - Bachelor of Science with Honours (Computer Science) cum laude (Rhodes), 1999 - Certificate in Corporate Governance (UJ), 2014 - Currently reading towards an MTech in EntrepreneurshipOccupation Managing Member – Little Pig

Siviwe is a senior management consultant with extensive experience and a proven ability to provide real world solutions to high level technical and business problems. Siviwe specializes in Information, Communication and Technology (ICT) security, governance, network and solutions architecture. He started his career when he co-founded Mars Technologies, an ICT company in 2000. He helped grow the company to over 50 employees in 4 offices across 3 provinces and eventually sold what had become a very successful business to a large well known group of companies in the Eastern Cape.

Siviwe has founded and successfully managed a number of companies in the ICT, consulting and commercial property fields. After being involved in commercial property for a number of years, he founded an ICT consulting business which feeds his twin passions of IT and skills development. The business only employs interns to help bridge the gap between tertiary education, formal employment and/or entrepreneurship. He has recently completed the UJ-IoDSA certificate programme in corporate governance and is reading towards an MTech in Entrepreneurship, with a focus on incubatorships.

DYLAN SCHEMEL (34) INDEPENDENT NON-EXECUTIVE DIRECTOR

Position Independent Non-Executive DirectorAppointment date 1 June 2015Qualifications - Bachelor of Accounting (Rhodes University) 2005 Chartered Accountant (member of the South African Institute of Chartered Accountants)Occupation Financial Director (Spargs Group)

Dylan is the Financial Director of the Spargs Group of companies specialising in the retail and property sector in the Eastern Cape. He started his career with First National Bank in December 2000 during his studies. In 2006 Dylan joined OHS Chartered Accountants where he trained and qualified as a Chartered Accountant before joining the Spargs Group in 2011.

PROFESSOR LANA JOY WELDON (43) INDEPENDENT NON-EXECUTIVE DIRECTOR

Position Independent Non-Executive Director and Chairperson of the Group Audit and Risk CommitteeAppointment date September 2016Qualifications - Bachelor of Commerce (Accounting), (Rhodes University), 1995 - B Compt Honours (UNISA) 1996 - Chartered Accountant (Member of the South African Institute of Chartered Accountants), 1997 - 16 years lecturing experience at tertiary level - MBA (Edinburgh Business School, Heriot Watt University), 2004 - Registered for PhD within the Department of Accounting, Nelson Mandela Metropolitan UniversityOccupation Associate Professor – Department of Accounting at the University of Fort Hare

Lana was previously an audit partner in an established accounting firm in East London for 8 years and was extensively involved in SAICA and the local association. Lana has gained significant exposure and experience in Corporate Social Responsibility including being a Director and Audit Committee member of a non-profit housing association. She has widespread experience in audit quality assurance reviews and is the President of the South African Association for Accounting Academics. She is also a Council member of the International Association for Accounting Education and Research and chairs the NVest Financial Holdings Limited Audit and Risk Committee.


BRENDAN JOSEPH CONNELLAN (42) GROUP COMPANY SECRETARY and CHIEF OPERATIONS OFFICER

Position Group Operations, Compliance Director and Company SecretaryAppointment date 6 April 2009Qualifications - Bachelor of Commerce (Rhodes University), 1997 - Postgraduate Diploma in Financial Planning (UFS), 2000 - Advanced Postgraduate Diploma in Financial Planning (UFS), 2002 - International Capital Markets Qualification (SAIFM - Registered Persons Examination), 2001 - Certificate in Compliance Management (UCT), 2006 - JSE Compliance Officers Exam (SAIFM), 2008

Brendan started his career with NFB Private Wealth Management, now a subsidiary of the NVest Financial Holdings Group of Companies, and has 20 year’s Financial Services industry experience. Brendan serves as Group Chief Operating Officer, the Head of Compliance and Group Company Secretary. He is also the Group’s designated Anti Money Laundering Officer and Head of the Employment Equity Committee and sits on the Boards of several subsidiary companies within the Group. Brendan is also the Chairperson of an Eastern Cape based NGO that specialises in Early Childhood Development.

EXECUTIVEMANAGEMENT[in addition to Executive Directors on the Board].


Gavin Ramsay (44)MANAGING DIRECTOR OF NFB FINANCE BROKERS EASTERN CAPE (PTY) LIMITED Qualifications - B.Com (Rhodes University)

Gavin started his career at NFB in East London in October 1993 and has accumulated over 20 years of Private Wealth Management industry experience. He is currently the Managing Director of NFB Finance Brokers Eastern Cape (Pty) Limited, a member of the NFB Asset Management Investment Committee and is responsible for dealing strategy and income production. Gavin also sits on various subsidiary boards.

Andrew Duvenage (36)MANAGING DIRECTOR OF NFB FINANCE BROKERS GAUTENG (PTY) LIMITED Qualifications - B.Com (Hons) Investment Management (Cum laude) RAU, 2003 - Post Graduate Diploma in Financial Planning, UFS, 2007 - Advanced PGDFP (cum laude) UFS, 2009 - MBA (cum laude), GIBS, 2011

Andrew joined NFB Private Wealth Management in 2004 and has 13 years’ experience in the financial services industry. After NVest Financial Holdings Limited acquired the NFB Gauteng business in 2015, Andrew was elevated to the position of Managing Director of NFB Finance Brokers Gauteng (Pty) Limited.


Paul Marais (38)MANAGING DIRECTOR OF NFB ASSET MANAGEMENT (PTY) LIMITED Qualifications - B.Com (University of the Witwatersrand, 1999) - B.Com (Hons - University of Johannesburg, 2003)

Paul joined NFB during his undergraduate degree studies and has occupied various roles across the business during his tenure. He is currently the Managing Director of NFB Asset Management (Pty) Limited and the Head of its Investment Committee where he is responsible for the management, distribution, development and administration of the NFB Asset Management investment portfolios. Paul is also a Member of the NVest Properties Limited Investment Committee.

Lester Kern (42)NVest FINANCIAL HOLDINGS LIMITED - GROUP CHIEF INFORMATION OFFICER Qualifications - MCITP (Microsoft Certified IT professional) - Prince 2 Foundation certified - ITIL Foundation V3 certified - Certificate on Business Management - Enrolled for PGDBM

Lester joined NVest Financial Holdings Limited as Group Chief Information Officer on 1 June 2016. He has been in the IT industry since 1994 having fulfilled various IT roles at large corporates, including Absa. Lester is leading the Group strategic IT agenda in applying the latest technology to automate and digitalise business processes and client interactions, whilst maintaining current IT infrastructure.

Chris Lemmon (38)MANAGING DIRECTOR OF NVest SECURITIES (PTY) LIMITED Qualifications - B.Com (University of Natal), 2000 - MBA (University of Natal), 2006 - RPE Equities - South African Institute of Stockbrokers Board Member - Authorised Settlement Officer - Authorised Compliance Officer

Chris re-joined the NVest Group on 1 November 2016 as Managing Director of NVest Securities (Pty) Limited based in Gauteng, having previously fulfilled the roles of Director – Sasfin Securities and Head of Private Clients and Asset Management. Chris has been instrumental in establishing the new NVest Securities office in Johannesburg and in instilling best practice, rigour and process to securities portfolio construction. Chris has 11 years’ experience in managing private client equity portfolios.

Nathan Carr (42)NVest FINANCIAL HOLDINGS LIMITED - GROUP HEAD OF LEGAL & CORPORATE STRATEGY

Qualifications - BA (Rhodes University, 1995) - LLB (Rhodes University, 1997) - MBA (Rhodes Investec Business School, 2012) - Advanced Diploma in Labour Law (University of Johannesburg, 1999) - Admitted Attorney – South Africa - Admitted Solicitor – England and Wales - Institute of Directors South Africa – Member.

Nathan joined NVest Financial Holdings Limited in 2016 as Group Head of Legal and Corporate Strategy after 18 years working in mainstream banking and legal practice, during which time he occupied various senior Legal, Operational and Strategic roles across the Barclays Group based in London, Johannesburg, Dubai and Mauritius. Nathan has led the introduction of a Group-wide Risk and Control Framework, is instrumental in the acquisitive growth strategy of the Group and chairs the Group Risk and Control Committee.


“To reach a port we must sail, sometimes with the wind, and sometimes against it. But we must not drift or lie at anchor.”

Oliver Wendell Holmes, Sr.



NVest: BY THENUMBERS

5.23%R60.98 mill

(2016: R57.95 mill)

Attributablenet profit

after taxation increased by

8.82%129.82 centsper share (2016: 119.30 cents per share)

Net assetvalue

increased by

18.45 centsper share

Headline earnings

per share

based on a higher number of weighted average shares in issue compared to 2016

32.9%R287.6 mill

(2016: R216.4 mill)

REVENUE increased by

As at 28 February 2017TOTAL ASSESTS

under management& administration

INCREASED BY 15.6%

R26BILLION

Declaration of a final dividend of

CENTSPER SHARE5.00

86% of profits before taxwere generated

IN CASHduring the year

Dividends declared for 2017financial year reflect a

compared against the2016 financial year

INCREASE10.75%

Weighted average shares in issue INCREASED by

compared with 2016

21.6%INTEGRATED ANNUAL REPORT 2017 NVest Financial Holdings Limited (NVFH)14


THREEGEOGRAPHICAL FOOT PRINT IN

PROVINCES ACCROSS SA

• GAUTENG• EASTERN CAPE• WESTERN CAPE EASTERN

CAPE

ONEVISION CORPORATE

To become the most admired, holistic Financial Services Group in South Africa, renowned for exceptional results, world class customer service and leading edge technology and innovation.

10GROUPSUBSIDIARIES

158 EMPLOYEES ACROSS THE GROUP

“NVest has achieved, and in some cases

exceeded, its financial commitments and

budgets for the year under review with

notable contributions spread across several

Group subsidiaries, again premised on

encouraging organic top line revenue

growth.”



NVest:OUR JOURNEYSO FAR...

The origins of the Group date back to April 1985 with the founding of the NFB Financial Services Group (“NFB”) in Port Elizabeth and Cape Town, fundamentally providing advice to individuals regarding cash, fixed income and bonds. These two divisions were complemented a year later by the opening of an advisory business unit in East London and, shortly thereafter, an office in Johannesburg. These businesses, whilst operating remotely, have always maintained close working ties in adopting standard practices in the provision of advice and services to our clients.

In the years that followed the respective businesses flourished and grew to include equity and unit trust investments. The client service offering was further enhanced by the creation of subsidiary businesses dedicated to providing short term insurance and asset management services, both in East London and in Johannesburg.

In 2000, the NFB Group launched its own wrap fund under the NFB brand. This turned out to be a watershed year in terms of performance and the level of optimised earnings achieved. NFB Portfolio Management Services (PMS) - NFB’s exclusive share portfolio management division - also opened its doors in East London and NFB was selected as one of the top 20 non-listed companies in South Africa during the year.

In July 2008, the various associated, separately owned companies that were in operation at that time restructured to become subsidiaries of the NVest Group of companies and NVFH was officially born. The Johannesburg based companies retained their independence at this time.

NVFH then entered into an agreement with Sasfin in terms of which NVFH took over Sasfin’s East London branch and formed a new company, NVest Securities (Pty) Limited (that housed all of the clients and accounts of the former East

London branch of Sasfin), in exchange for a 20% shareholding in the new Group holding company.

Various shareholders of the previously independent companies (NFB Finance Brokers Eastern Cape Pty Limited, NFB Insurance Brokers (Border) Pty Limited and NFB Finance Brokers Port Elizabeth Pty Limited), then did share swaps to become shareholders of NVFH, which in turn became a shareholder of those companies.

As with most private companies, the Shareholders’ Agreement at that time made provision for the shareholders to have director representation on the Board of the Companies and thus the Directors of the Company came to be the shareholders (or Trust appointed Directors who were the individuals that helped build the companies) at that time. Such directors, as well as later appointed directors being individuals who were identified as being key to the overall management and succession planning of the business and who were offered small stakes in the business, have run the business since that time.

In May 2015 NVFH embarked on a new and ambitious course, changing from a private to a public company by listing on the Alternate Exchange of the Johannesburg Stock Exchange. In September of the same year, after over a decade of operational independence, NVFH acquired the shareholding in the Gauteng based NFB Private Wealth Management business, thereby giving the Group a material presence in the business capital of South Africa.

Over the past financial year (ending 28 February 2017) the Group has invested in key resources to empower the business for future growth, strengthened its risk management and governance to reflect that of a listed entity and has streamlined the Private Wealth Management business to leverage national scale and to enhance operational efficiencies.

NVest, a formally private but now public company, is listed on the Alternative Exchange of the Johannesburg Stock Exchange and is a broad range Financial Services Provider duly incorporated in accordance with the laws of South Africa. The Group has a proud history in diverse financial services dating back 32 years.


GROUP HISTORY

The NVest Group of today is a holistic, broad range Financial Services Provider which employs over 150 employees and includes NFB Private Wealth Management businesses across four regional geographies complimented by NVest Securities in both East London and Johannesburg, NFB Asset Management, NFB Short Term Insurance Brokers, Independent Executor and Trust and the respective NVest Properties businesses – making NVFH one of the leading independent Financial Services Groups in South Africa with assets under administration and management approaching R28 billion.

1985 1986 1987 1990NFB Financial Services Group was founded in April 1985 in Port Elizabeth, fundamentally as money market and gilt brokers

An NFB office was opened in East London.

NFB business operations were extended into equity and unit trust investments due to low interest rates. A further office was opened in Johannesburg.

NFB operations were extended to Frankfurt to take advantage of Eskom bond trading through the Financial Rand.

1994 1995 1997 1998Fedsure acquired 49% of NFB’s domestic and international business operations.

NFB’s founding M.D. along with the international business, formally separated.

NFB introduced a Short Term Insurance division in East London to cater for the short term insurance needs of our individual and corporate clients.

NFB’s Port Elizabeth division was sold during this year (to be re-opened in 2008). The year also saw the birth of NFB’s Employee Benefits and Healthcare Divisions in East London.

2000 2001 2002 2003In the 1st quarter of 2000 the NFB Group launched its own wrap fund under the NFB brand. This turned out to be a watershed year both in terms of profit, performance and the level of optimised earnings achieved. NFB Portfolio Management Services (PMS), NFB’s exclusive share portfolio management division, opened its doors in East London. During this year, NFB was selected as one of the top 20 non-listed companies in South Africa.

April 2001 saw the launch of a new brand identity of the NFB group together with a coordinated effort to raise the group’s profile in the market. In June 2001 Fedsure sold its interest in NFB as a result of Fedsure being acquired by Investec. In its quest to optimise the value-add NFB provides to its clients, NFB PMS launched the NFB Managed Income Portfolio in November 2001. By December 2001 the group had accumulated approximately R3 billion assets under management. Again selected as one of the 20 top non-listed companies in South Africa.

In June 2002, NFB launched a range of risk-profiled funds, actively managed by NFB’s Asset Management (NFB AM) Division, a new division created for that purpose. Selected as one of the 20 top non-listed companies in South Africa for the third year running.

NFB Portfolio Management Services increased its range of individually structured products by introducing the NFB Dividend Growth Portfolio in November 2003.

“...a holistic, broad range Financial Services

Provider whichemploys over 150

employees...”



2004 2005 2006 2007By January 2004 assets under management of NFB Portfolio Management Services had grown to R200 million, doubling in less than 2 years. By the end of April 2004 NFB AM had R150m in assets under management. By the middle of August of that year NFB AM had grown assets under management to R200m. In November of 2004 NFB AM was appointed as Asset Managers to its first institutional portfolio. With the appointment, assets under management topped R400m. NFB’s East London division formally separated from the Johannesburg based company NFB Finance Brokers Proprietary Limited to form an East London owned and managed entity, NFB Eastern Cape Proprietary Limited [later to be the foundation of the NVest Group of Companies formed in 2008.

NFB AM assets under management passed the R500m mark. NFB Asset Management Proprietary Limited was also formally incorporated in this year and began trading as a separate entity of the Group as opposed to a division.

NFB AM assets under management passed the R1billion mark. NFB Portfolio Management Services assets under management exceeded R650 million.

NFB launched its first two registered unit trusts, the NFB Conservative Fund of Funds and the NFB Balanced Fund of Funds in May 2007. NFB’s East London practice was awarded third place in the Celestis South African Best Practice of the Year Award.

2008 2009 2010 2011The NFB East London operation reached R3 billion in assets under management. NFB launched a third unit trust, the NFB Equity Fund in September 2008. NFB re-established itself in Port Elizabeth and NFB Finance Brokers Port Elizabeth was formed in July 2008. Also in July 2008, the group re-structured to become the NVest Group of Companies, of which NFB was made a subsidiary.

December 2008 saw NFB East London’s Portfolio Management Services division combining with NVest Securities, an NVest subsidiary company and an approved JSE stock brokerage that originated when NVest purchased the East London branch of Sasfin Securities.

NFB awarded Finalist in the Border Kei Chamber of Business Awards. The 1st of March 2009 saw the acquisition of 70% of Independent Executor and Trust (a small but well established East London based fiduciary services business) into the NVest Group of companies.

April 2010 saw NFB celebrate its 25th Anniversary.

In March 2011 Elite Insurance Consultants was purchased by NFB Insurance Brokers (Border), making it the largest short term insurance brokerage in East London. NVest Properties was formally established and October 2011 saw the Group’s first (private) issue of Commercial Paper by NVest Properties. A range of NFB AM model portfolios was launched on the Investec administrative platform, followed shortly by a limited range of model portfolios on the Glacier administrative platform.



2012 2013 2014 2015March 2012 saw NFB Insurance Brokers (Border) purchase another brokerage: Kearney Financial Brokers. By March 2012, the Group’s staff complement had grown to 85. In early 2012 NVest Properties was converted to a public company in anticipation of its first public offer of securities.

NVest Securities discretionary assets under management exceeded R3bn for the first time. In December 2013 NFB Port Elizabeth move into new offices in Ascot Office Park, Greenacres. The NFB Global Balanced Fund was launched on the Sanlam Asset Management Ireland platform and distribution agreements were concluded with Old Mutual International and Glacier International.

The total NVest Group staff complement exceeded 100. NFB Private Wealth Management’s total discretionary assets under management reached R6.5bn. Total NVest Group assets under management reached R14bn (including NFB Eastern Cape, NFB Port Elizabeth, NVest Securities and NFB Asset Management). NFB’s Port Elizabeth operation acquired Alex Grunewald & Associates, effectively doubling the size of that operation and setting the business up for future growth and enhanced performance. New offices (a third building in East London) were built to accommodate NFB Insurance Brokers as a result of company growth. NVest Properties’ property portfolio reached approximately R280m in value. NFB AM bought a stake in Ci Holdings which itself owns 100% of the Ci unit trust management company; by the end of this year the SCI white-label arrangements had transitioned across and NFB AM had R2.1 billion in Ci assets. NVest Securities gained its third fully fledged stock broker.

Another watershed year for the Group in terms of its growth, market share and structure. The Group re-acquired 100% of NFB Finance Brokers Western Cape Proprietary Limited in January and in April 2015 NFB’s Cape Town office established new premises in the CBD of Cape Town subsequent to its existing operations entering into a joint venture with a well-established independent financial advisor who joined NFB. In March, the Group launched its commercial property services company primarily offering property broking and management services. In April, NFB celebrated its 30th anniversary. In May, the Group holding company successfully listed on the Alternate exchange of the JSE. In September NVest acquired 100% of the share capital of NFB Finance Brokers (Gauteng) Pty Limited, giving the Group a scalable presence in the business capital of South Africa, Johannesburg.

2016/17With the underlying financial performance of the Group remaining strong, this was a year of consolidation and repositioning for future scalable and sustainable growth post the listing. Investments were made in key personnel which included;

- Chris Lemmon re-joining the Group from Sasfin as the Managing Director of the stockbroking business (NVest Securities), - Nathan Carr and Lester Kern were also appointed during the year as Group Head of Legal and Corporate Strategy and Chief Information Officer respectively.

Chris, Nathan and Lester were also appointed to the Executive Management team of the Group.

In October 2016 Professor Lana Joy Weldon joined the Board as an Independent Non-Executive Director and as Chairman of the Group Audit and Risk Committee with effect from 21 November 2016.

A new, Group-wide Risk and Control Framework was introduced to co-ordinate risk management practices across the Group. NVest also increased its shareholding in NVest Properties Limited (to 100%) and in NVest Property Services (Pty) Limited (to 80%) during 2016/7. NVest Securities (Pty) Limited (the Group’s stockbroking business) also opened its doors in Johannesburg for the first time in 2016 to complement the already well established Private Wealth Management and Asset Management businesses.

Another highlight during the year was the national recognition achieved by NFB Asset Management (Pty) Limited, which received a Raging Bull Certificate for the best Low Equity Fund and the prestigious Raging Bull Award for the top Multi Asset Equity Fund (across low, medium and high equity sectors combined).



Independent Executor and Trust (Pty) LtdPercentage Ownership: 70%

Reg: 2008/018611/07

NFB Finance Brokers - Western Cape (Pty) LtdPercentage Ownership: 100%

Reg: 2003/030583/07 | FSP: 16300

OUR GROUPSTRUCTURE

NVest Financial Holdings LimitedEast London

Registration No. 2008/015990/06

NVest Properties LimitedPercentage Ownership: 100%

Reg: 2010/008681/06

NFB Finance Brokers - Port Elizabeth (Pty) LtdPercentage Ownership: 65%

Reg: 2005/025001/07 | FSP: 26362

NFB Finance Brokers - Eastern Cape (Pty) LtdPercentage Ownership: 100%

Reg: 2003/030583/07 | FSP: 16300

NVest Securities Nominee Money (Pty) LtdNVS Percentage Ownership: 100%

Reg: 2008/002788/07 | Nominee Co.

NFB Insurance Brokers (Border) (Pty) LtdPercentage Ownership: 76%

Reg: 1996/010593/07 | FSP: 8932

NVest Property Services (Pty) LtdPercentage Ownership: 80%

Reg: 2005/041916/07

Horwath Financial Services (Pty) LtdPercentage Ownership: 33.33%

Reg: 2002/008600/07 | FSP: 10889

NFB Asset Management (Pty) LtdPercentage Ownership: 100%

Reg: 2005/042953/07 | FSP: 25962

NFB Finance Brokers - Gauteng (Pty) LtdPercentage Ownership: 100%

Reg: 1998/024730/07 | FSP: 16216

NVest Securities (Pty) LtdPercentage Ownership: 100%

Reg: 2008/015192/07 | Member of the JSE Ltd

NVest Securities Nominee Equity (Pty) LtdNVS Percentage Ownership: 100%

Reg: 2008/002786/07 | Nominee Co.Approved nominee co by Registrar of Pension Funds. Approved nominee co by Registrar of Life Insurance



2016 witnessed the reunion of the independent NFB Divisions under the listed NVest Financial Holdings parent. The NFB Private Wealth Divisions, as well as some of our subsidiary divisions, are currently undergoing a Group-wide rebrand and will soon be launching a fresh, modern and united face of NFB – with effect from August 2017.

NFB Financial Services Group celebrated their 30th anniversary and the Johannesburg based company embarked on an entirely new journey with their identity. The logo was completely recreated with a clean and modern design representing timeless sophistication and elegance was launched.

The name changed again to NFB Finance Brokers (Pty) Ltd in June 1994 when the Fedsure Group acquired a 49% equity stake in NFB. This was later refined to “NFB Financial Services Group”. The logo was adapted slightly, still keeping elements of the old logo, like the slanted lines in the lettering (but with a more modern look) and the burgundy and black colours.

After 16 years the strategic decision was taken to refresh the corporate identity of the business and a new NFB brand was born. On 1 April 2001, coinciding with our 16th anniversary, we launched a new Corporate Identity, complete with a new logo and new colours, being deep blue and grey/silver.

The black changed to white and the trading name changed to “NFB Investment & Insurance Brokers” in 1990, with a subtle adaptation of the logo. The reason for the change was to clear the misperception that the business of the company was solely to provide finance related services.

The company has had its fair share of change since its inception in April 1985 in Port Elizabeth. The Company was originally named “National Finance Brokers” from which the trading brand of “NFB” was derived. Burgundy and black were adopted as the first corporate colours.

NFB FINANCIAL SERVICES GROUP

NFB FINANCIAL SERVICES GROUP - JOHANNESBURG



1986

1990

1994

2001

20152017

NFB INVESTMENT & INSURANCE BROKERSNATIONAL FINANCE BROKERS


NFB: BRANDEVOLUTION

investment &insurance brokers

BRANDEVOLUTION


AND THE AWARD GOES TO...

Mike Estment – Head of NFB Private Wealth Management Cluster (National) – receiving the Raging Bull Award for the top Multi Asset Equity Fund (across low, medium and high equity sectors combined) on behalf of NFB Asset Management.

Andrew Duvenage – Managing Director of NFB Private Wealth Management (Gauteng) – receiving the Raging Bull Certificate for the best Low Equity Fund on Behalf of NFB Asset Management.

Paul Marais – Managing Director of NFB Asset Management (Pty) Limited

The 21st annual “Raging Bull” awards dinner (http://ragingbullawards.co.za/) was held at a prestigious event in Johannesburg on Wednesday 25 January 2017.

The Raging Bull Awards – often referred to as the “Oscars for the unit trust, fund and investment industry” - were established to recognize the top national funds and fund managers that consistently earn outstanding returns for South African retail investors. The awards provide national recognition, celebrating top tier performers through to the end of 2016.

NFB Asset Management received two awards; the first was a Certificate for the best Low Equity Fund and the second was the prestigious Raging Bull Award itself for the top Multi Asset Equity Fund (across low, medium and high equity sectors combined)! This is a fantastic achievement and the pinnacle of external recognition in this arena at a national level.

Shortly after the Raging Bull success; NFB Asset Management was nominated for a Morningstar Award, this time for the performance of the NFB Balanced Fund of Funds in the Best Moderate Allocation category – further endorsement of the calibre and performance of NFB Asset Management.

Congratulations to Paul Marais, as the Managing Director of our NFB Asset Management business, for the instrumental role and lead that he plays in the performance of these funds as well as his NFB Asset Management colleagues and the NFB Asset Management Investment Committee for their valued and integral input into the success of the funds – the core committee members being Paul, Gavin Ramsay, Mike Estment, Laurie Wiid, Grant Magid, supported by John Eckstein (and his Analytics team).

“This external recognition is very satisfying and reflects both the strong long-term, risk-adjusted performance of our funds and the growing stature of our capabilities as a credible asset management business in a highly competitive field…”Paul Marais – Managing Director ofNFB Asset Management (Pty) Limited


“The Independent Financial Advisor

(IFA) internship is a year long program and provides high

potential, early career, black

individuals with the opportunity

to participate in a structured learning environment while

getting hands on work experience...”

MAKING ADIFFERENCETHE ASISA INTERNSHIPPROGRAMME

NFB Finance Brokers Gauteng (Pty) Limited (“NFB Gauteng”) joined other financial advisories around South Africa for the first time during 2016/7 in hosting a financial advisory intern from the ASISA IFA Internship program.

The Independent Financial Advisor (IFA) internship is a year long program and provides high potential, early career, black individuals with the opportunity to participate in a structured learning environment while getting hands on work

experience and bridging the gap between theoretical university based knowledge and actively participating in the economy.

Our intern, Dineo Botsi, joined the staff of NFB Gauteng in early 2017 after going through a rigorous interview process. In a short space of time Dineo settled into working life and became part of the team, while also balancing her studying towards an Honours in Financial Planning at the University of Johannesburg (UJ). She was officially welcomed to NFB at a traditional new member staff event where she entertained the other staff in song.

Dineo recently attended her graduation ceremony for her undergraduate degree at UJ which was a very proud moment, which she shared with her parents and siblings. She also received her very first salary and payslip which was captured as an NFB keepsake to be shared with future generations of interns to come through our doors.

Dineo is on an intense training program during the internship coordinated by the NFB training manager, Patricia Horne and in Pat’s own words: “Dineo is a lovely young adult who pays attention to detail, is willing to learn as much as she can and never complains with the amount of work which is assigned to her.”

We are looking forward to Dineo graduating into the full-time staff compliment of NFB in due course which should enable her to “pay it forward” in terms of training our next group of interns. Talent, personal growth and development are key pillars to the NFB business and we look forward to Dineo’s contribution in the continued success of NFB.



CORPORATE GOVERNANCE & SUSTAINABILITY REPORT for the financial year ended28 February 2017.

INTRODUCTIONThe Directors are pleased to present the Group’s Corporate Governance and Sustainability Report to stakeholders, to endorse the King Code and recognise their responsibility to conduct the affairs of NVest with integrity and accountability in accordance with generally accepted corporate practices. This includes timely, relevant and meaningful reporting to its shareholders and other stakeholders and providing a proper and objective perspective of the Group’s affairs. It is the Board’s aim to achieve true transparency and to build a trusting relationship with all stakeholders.

The Directors have, accordingly, established procedures and policies appropriate to the NVest business in keeping with its commitment to best practices in corporate governance. These procedures and policies have been and will continue to be reviewed by the Directors periodically to keep abreast with changes in the legislative and regulatory landscape as well as industry best practice.

SUSTAINABLE DEVELOPMENT STRATEGYThe implementation of the Corporate Group strategy is overseen by the Board and is executed by Executive Management. Each of the Group subsidiaries, in conjunction with Group Executive Management, has its own strategic plan which is tracked on a regular basis at Executive Management level.

CORPORATE GOVERNANCEThe Group subscribes to the values of good corporate governance at all levels and is committed to conducting business with discipline, integrity and social responsibility.

In terms of the Listing Requirements of the JSE, the Group is required to report in respect of the third King Report on Corporate Governance (“King III”) for its financial year ended 28 February 2017, and on the extent to which it has complied with the principles as set out in King III. The Board is firmly committed to promoting NVest’s adherence to all of the Principles as set out in King III and is also in the process of preparing the Company for the adoption of the principles set out in King IV, which are still to be incoporated into the JSE Listings Requirements.

King III is reviewed regularly and the Directors have committed to implementing the Principles in a phased manner, focusing initially on the principles set out in Chapter 2. Levels of compliance in terms of Chapter 2 Principles of the Code are documented fully in this Report. The Group’s levels of compliance in terms of the balance of the Principles are also documented by way of a checklist and are accessible on the Groups website at http://nvestholdings.co.za.

The Directors of NVest have adopted the fundamental Principles of King III, being fairness, accountability, responsibility and transparency.

The formal steps taken by the Directors during the period under review are as follows:

1.1. Directors

The Board

The Board of Directors meets regularly and discloses the number of meetings held each year in the Company’s Integrated Annual Report, together with the attendance at such meetings. A formal record is kept of all conclusions reached by the Board on matters referred to it for discussion. Should the Board require independent professional advice, such advice is sought by the Board at the Company’s expense.


All Directors have access to the advice and services of Brendan Joseph Connellan, who fulfils the role of Group Company Secretary. The Board is of the opinion that the Company Secretary has the requisite attributes, experience and qualifications to fulfil his commitments effectively. This assessment is based on the experience, qualifications and competency of the Company Secretary. The appointment or dismissal of the Company Secretary is a matter for the Board as a whole and not one individual Director.

Directors are expected to maintain their independence when deciding on matters relating to strategy, performance, resources and standards of conduct. On first appointment, all Directors will be expected to undergo appropriate training as to the Company’s business, strategic plans and objectives, and other relevant laws and regulations. This will be performed on an on-going basis to ensure that Directors remain abreast of changes in regulations and the prevailing commercial environment.

The Board is responsible for relations with stakeholders, as well as being accountable to them for the performance of the Company, and reporting thereon in a timely and transparent manner.

In accordance with AltX Listings Requirements, the Directors are required to attend a 4 day Directors Induction Programme. All Directors have attended the programme and obtained their certification.

Chairman and Chief Executive Officer

The offices of Chairman and Chief Executive Officer are separated. Anthony Denis Godwin is the appointed Chief Executive Officer and Jonathan Goldberg is the Independent Non-Executive Chairman.

Board balance

The Board includes both Executive and Non-Executive Directors in order to maintain a balance of power and ensure independent, unbiased decisions and that no one individual has unfettered powers of decision-making. The Board of Directors of NVest consists of the following directors:

Executive Directors• Anthony Denis Godwin (Chief Executive Officer) • Frank Terence Knox (Financial Director)• Andrew Vincent Kent • Michael Estment

Independent Non-Executive Directors• Jonathan Goldberg (Independent Non-Executive

Chairman)• Siviwe Relebohile Kwatsha• Lana Joy Weldon

Non-Executive Directors• Dylan Schemel

Supply of information

The Board meets on a regular basis, but at a minimum of every three months. The Directors are briefed properly in respect of special business prior to Board meetings and information is provided timeously to enable them to give full consideration to all the issues being dealt with.

Furthermore, management supplies the Board with the relevant information needed to fulfil its duties. Directors make further enquiries where necessary, and have unrestricted access to all Company information, records, documents and property. Not only does the Board look at the quantitative performance of the Group, but also at issues such as customer satisfaction, market share, environmental performance and other relevant issues. The Chairman ensures that all Directors are briefed adequately prior to Board meetings.

Delegation of duties

Directors have the authority to delegate certain of their duties, either externally or internally, in order to perform their duties fully. The Chief Executive Officer reviews these delegations and reports on this to the Board.

Appointments to the Board

Any member of the Board can nominate a new appointment to the Board, which will be considered at a Board meeting. Any nominated Director’s expertise and experience are considered by the Board as a whole in a formal and transparent manner, as well as any prevailing needs of the Board in considering such appointment. In accordance with the AltX Listing Requirements a Nomination Committee is not required and the size of the Company does not warrant the establishment of a Nomination Committee. The Board will, however, review the need for such a Committee on an annual basis.

A General Meeting of the Directors has the power from time to time to appoint someone as a Director, either to fill a vacancy, or as an additional Director. The Company’s Memorandum of Incorporation (“MOI”) does not provide for a maximum number of Directors, but does provide for shareholders, by way of ordinary resolution, to determine a maximum number of Directors as they deem appropriate. Any interim appointments are subject to approval at the Company’s next General or Annual General Meeting.

Board meetings

The Board retains overall accountability for the day-to-day management and strategic direction of the Group, as well as for attending to relevant legislative, regulatory and prevailing best practice requirements.

Accountability to shareholders remains paramount in Board decisions, and this is balanced against the demands of the regulatory environment in which the Group operates and the concerns of its other stakeholders.

Four Board meetings were held during the 2017 financial year under review, as set out below:



Name of member 23 May 2016 15 Aug 2016 21 Nov 2016 15 Feb 2017

Jonathan Goldberg Present Present Present Present

Anthony Denis Godwin Present Present Present Present

Frank Terence Knox Present Present Present Present

Andrew Vincent Kent Present Present Present Present

Michael Estment Present Present Present Present

Siviwe Relebohile Kwatsha Present Present Present Present

John Philip Ross-Smith Apologies Apologies Resigned Resigned

Dylan Schemel Present Present Present Present

Lana Joy Weldon Not member Not member Present Present

1. During the year under review, Mr John Ross-Smith retired as an Independent Non-Executive Director of NVest with effect from 15 August 2016.

2. Lana Joy Weldon was appointed as an Independent Non-Executive Director of NVest with effect from 6 October 2016 and as Chairman of the Audit and Risk Committee with effect from 21 November 2016.

1.2. Directors’ remuneration

Remuneration Policy

The Remuneration Policy in place is to remunerate Executive Directors primarily on an incentive basis, details of which are set out in the Report of the Remuneration Committee. Where monthly (non-incentive based) remuneration is paid, this is market related. The Remuneration Committee ensures that Group remuneration and recruitment is aligned with overall business strategy, with the aim of enabling NVest to attract and retain personnel who will create long-term value for all stakeholders. The full remuneration report is set out on page 36 of the Integrated Annual Report.

The Remuneration Committee consists of the following Independent Non-Executive Directors:

• Jonathan Goldberg (Chairman)• Siviwe Relebohile Kwatsha• Lana Joy Weldon

1.3. Accountability and audit

Incorporation

The Company is duly incorporated in South Africa and operates in conformity with its MOI and all applicable laws of South Africa.

Financial reporting

The Board is responsible for the Group’s systems of internal financial and operational control, as well as for maintaining an appropriate relationship with the Company’s auditors. The Board is responsible for presenting a balanced and understandable assessment of the Company’s financial

position with respect to all financial and price sensitive reports on the Company.

Internal control

The Directors conduct an annual review of the Company’s internal controls, and report their findings to shareholders. This review covers financial, operational and compliance controls, as well as a review of the risk management policies and procedures of the Company.

Audit and Risk Committee

A combined Audit and Risk Committee has been established, whose primary objective is to provide the Board with additional assurance regarding the efficacy and reliability of the financial information used by the Directors to assist them in discharging their duties. The Committee is required to provide comfort to the Board that adequate and appropriate financial and operating controls are in place, that significant business, financial and other risks have been identified and are being suitably managed, that the Financial Director has the appropriate expertise and experience and that satisfactory standards of governance, reporting and compliance are in operation. The Committee sets the principles for recommending the use of the external auditors for non-audit services. The following Independent Non-Executive Directors have been appointed to the combined NVest Audit and Risk Committee:

• Lana Joy Weldon (Chairman)• Siviwe Relebohile Kwatsha • Jonathan Goldberg

A detailed report of the Audit and Risk Committee is set out on page 34 of this Integrated Annual Report.

External auditors

The external auditors of the Group are Grant Thornton Cape Incorporated and they have performed an independent and objective audit of the Group’s financial statements. The statements are prepared in terms of the International Financial Reporting Standards (“IFRS”). Interim reports are not audited.


1.4. Company Secretary

The Company has appointed Brendan Joseph Connellan to act as the Company Secretary. The Board has considered and satisfied itself on the competence, qualifications and experience of the Company Secretary to fulfil his commitments effectively. The Directors assess the on-going competency of the Company Secretary on an annual basis and in compliance with section 3.84 (i) of the JSE Listing Requirements.

Moreover, the Board confirms that there is an arm’s length relationship between itself and the Company Secretary and this position is assessed on an annual basis. All Directors have access to the advice and services of the Company Secretary, who has performed this role for the Group for a number of years.

This is also taking into account that Brendan Joseph Connellan has headed up the Company’s compliance management since its inception as well as that of subsidiary companies for a number of years and is exceptionally well-versed in the Company’s compliance needs with different regulatory bodies. Over the years, he has successfully advised the Board and staff on requisite compliance matters and ensured that the Company is fully compliant in this regard.

1.5. Financial Director

The Financial Director, Frank Terence Knox, is a full-time Group Executive Director. The Audit and Risk Committee has confirmed his experience and expertise at an Audit and Risk Committee meeting and has previously issued a confirmation thereof to the JSE. Frank Terence Knox has assumed the formal responsibilities required of him in terms of the JSE Listings Requirements and the Companies Act.

1.6. Code of ethics

NVest subscribes to the highest ethical standards and behavior in the conduct of its business and related activities. All employees of the Group are required to maintain the highest standards in ensuring that business practices are conducted in a manner, which, in all reasonable circumstances, are above reproach. The values have been embodied in a written Code of Ethics which commits Directors and employees to the highest standards of ethical behavior.

Social and Ethics Committee:

In compliance with the Act, the following persons have been appointed to the Social and Ethics Committee:

• Siviwe Relebohile Kwatsha (Chairman – Independent Non-Executive Director)

• Jonathan Goldberg (Independent Non-Executive Director)

• Brendan Joseph Connellan (Prescribed Officer) • Travis Henry McClure (Prescribed Officer)

A detailed report of the Social and Ethics Committee for the period under review is set out on page 32 of this Integrated Annual Report.

1.7. Relations with shareholders

Meetings with shareholders take place on a regular basis and, as and when may be appropriate and required, with investment analysts to provide presentations on the Company and its performance.

The Board shall ensure that shareholders are supplied with all the necessary information in order that they may make considered use of their votes, and assess the corporate governance of the Company.

1.8. Dealing in securities

NVest has a policy in place governing the dealing in the Company’s securities by Directors, Executives and Senior Management of the Company in line with the JSE Listings Requirements.

The Board has established procedures regarding the legislation which regulates insider trading, whereby there is a closed period from the date of the financial year end to the earliest publication of the Preliminary Report, the Abridged Report or the Provisional Report in the case of results for a full period and from the date of the interim period end to the date of the publication of the first and second interim results, as the case may be, which periods are known as closed periods.

In accordance with the JSE Listings Requirements, no Director or the Company Secretary or their associates shall deal in the securities of the Company during a closed or prohibited period as well as whilst the Company is trading under a cautionary.

All Directors and the Company Secretary shall obtain clearance to deal from the Chairman of the Company or other designated Directors in line with Company policy prior to dealing, and the Company Secretary shall keep a register of such clearances in terms of the JSE Listings Requirements. The Company Secretary or such person as may be nominated by him from time to time shall keep a record of all dealings by Directors in the securities of the Company.

There have been no dealings in NVest securities by Directors from the date of the financial year end (1 March 2017) until the date of this Report.

1.9. Governance of IT

The Board is responsible for IT governance as an integral part of the Group’s governance as a whole. The IT function is not expected to significantly change in the short term.

Various IT policies have been approved by the Board and implemented since the issuance of the last Integrated Annual Report to ensure effective governance of IT related matters and the Board continues to ensure implementation of policy in that regard.



1.10. Employment equity

NVest upholds and supports the objectives of the Employment Equity Act (No 53 of 1998). NVest’s employment policies are designed to provide equal opportunities, without discrimination, to all employees and potential employees.

1.11. Promotion of gender diversity

In terms of paragraph 3.84(k) of the JSE Listings Requirements, the Board is required to have a policy on the promotion of gender diversity at Board level. The Company recognises that gender diversity that reflects the country’s population demographics at Board level is an important facet of diversity and is a catalyst for social cohesion, transformation and competitiveness within the financial services industry. As such, the Board approved its Gender Diversity Policy on 22 May 2017. Before the adoption of this Policy, however, the Board had already formalised its stance in terms of supporting gender diversity and this is reflected in the appointment of Lana Joy Weldon to the Board with effect from 6 October 2016.

1.12. Transfer office

Computershare Investor Services (Pty) Limited acts as Transfer Secretary to the Group.

1.13. King III Checklist

A company listed on the AltX is only required to apply or explain its non-compliance in line with Chapter 2 of King III. However, as a well-established group, the Company has elected to assess its compliance with the 75 Principles of King III. The Register is available on the Company’s website at http://nvestholdings.co.za. The Board endorses the Principles contained in the King III Report on Corporate Governance and confirms its commitment to those Principles where, in the view of the Board, they apply to the business. Compliance is monitored regularly and the Board has undertaken an internal review process in determining compliance.

Where areas of non-compliance or partial compliance have been identified, these have been listed on the King III checklist, together with the reasons therefore, as is required by King III. A summary of Chapter 2 Principles is set out below:

King III Ref King III PrincipleComply/Partially Comply/ Do Not comply

Commentary

Principle 2.1 The Board acts as the focal point for and custodian of corporate governance.

Comply The Board ensures that the Company applies the governance principles contained in King III (and King IV going forward) and continues to further entrench and strengthen recommended practices through the Group’s governance structures, systems, processes and procedures.

Principle 2.2 The Board appreciates that strategy, risk, performance and sustainability are inseparable.

Comply The Board, as a whole and through its Committees, approves and monitors the implementation of the strategy and business plan of the Company, sets objectives, reviews key risks and evaluates performance against the background of economic, environmental and social issues relevant to the Company and global economic conditions.

Principle 2.3 The Board provides effective leadership based on an ethical foundation.

Comply The Board is considered the guardian of the values and ethics of the group and has established a board charter to this effect.

Principle 2.4 The Board ensures that the Company is and is seen to be as a responsible corporate citizen.

Comply The Social and Ethics Committee has been established and reports to the Board and shareholders in respect of NVest’s commitment to responsible corporate citizenship.

Principle 2.5 The Board ensures that the Company’s ethics are managed effectively

Comply The Board is responsible for ensuring that the Company protects, enhances and contributes to the wellbeing of the economy, society and natural environment.


King III Ref King III PrincipleComply/ Partially Comply/ Do Not comply

Commentary

Principle 2.6 The Board has ensured that the Company has an effective and independent audit committee.

Comply The Board has established an Audit and Risk Committee. The Audit and Risk Committee terms of reference have been established and approved by the Board. The Board considers that it has an effective and independent Audit and Risk Committee comprising three Independent Non-Executive Directors. The effectiveness of the Committee is evaluated annually by the Board.

Principle 2.7 The Board is responsible for the governance of risk.

Comply The Board is responsible for the governance of risk and the Audit and Risk Committee assists the Board with this responsibility.

Principle 2.8 The Board is responsible for information technology (IT) governance.

Comply An IT Governance Framework, including processes, procedures and structures, is being implemented by the Board. The Company’s Chief Information Officer is instrumental in developing, implementing and monitoring an effective IT Governance Framework, and good progress has been made during the year under review in this regard.

Principle 2.9 The Board ensures that the Company complies with applicable laws and considers adherence to non-binding rules, codes and standards.

Comply The Audit and Risk committee, together with the Social and Ethics Committee, Group Head of Legal and Company Secretary, reviews the adequacy and effectiveness of the Group’s procedures on an on-going basis to ensure compliance with all legal and regulatory responsibilities.

Principle 2.10 The Board should ensure that there is an effective risk-based internal audit

Comply The Company currently does not have an internal audit function as it is not deemed necessary by the Audit and Risk Committee due to the size and nature of the Company. The need for this function is reviewed by the Audit and Risk Committee at every meeting and the Committee and the Board are satisfied that the current resourcing of risk related personnel is appropriate.

Principle 2.11 The Board should appreciate that stakeholder perceptions affect a Company’s reputation.

Comply The Company engages with its stakeholders on multiple levels and this allows the Company to manage issues effectively and timeously and reduces the likelihood of reputational risks.

Principle 2.12 The Board should ensure the integrity of the Company’s integrated report.

Comply The Board is responsible for the preparation of the Integrated Annual Report and has accordingly ensured the integrity of the Company’s Integrated Annual Report for the year ended 28 February 2017.

Principle 2.13 The Board reports on the effectiveness of the Company’s internal controls.

Comply The Company currently does not have an internal audit function as it is not deemed necessary by the Audit and Risk Committee due to the size and nature of the Company. The need for this function is reviewed by the Audit and Risk Committee at every meeting. The Board has however made the decision to employ a Group Compliance Officer who will assist the Board and Company Secretary in this role. In addition, a Group Risk and Control Committee (“RCC”) has been established. The RCC is responsible for managing the risk profile of the Group and reports, through the Chairman, into the Audit and Risk Committee. The RCC has to date, established a Group-wide Risk and Control Framework, a Group-wide Risk Register and it ensures ongoing and effective risk mitigation and policy drafting.




Commentary

Principle 2.14 The Board and its Directors should act in the best interests of the Company.

Comply Directors are mindful of their fiduciary duties and their duty to act in accordance with applicable legislation. Records of Directors’ financial interests are kept and updated on an on-going basis. The Board as a whole acts as a steward of the Company and each Director acts with independence of mind in the best interests of the Company and its stakeholders. In its deliberations, decisions and actions, the Board is sensitive to the legitimate interests and expectations of the Company’s stakeholders.

Principle 2.15 The Board will consider business rescue proceedings or other turnaround mechanisms as soon as the company may be financially distressed as defined in the Companies Act, 71 of 2008.

Comply The Board is aware of the requirements of the Companies Act regarding business rescue. The Company has established a risk management process that will evaluate controllable and non-controllable risks continuously, as well as threats and opportunities to ensure that the Company is operating optimally and is not in distress. In connection with the issuance of the Interim and Provisional Results, management has been requested to table a solvency and liquidity memorandum, the content of which is considered and confirmed by the Board on a regular basis.

Principle 2.16 The Board has elected a chairman of the board who is an independent non-Executive Director. The CEO of the company does not also fulfil the role of chairman of the Board.

Comply The Chairman of NVFH is an Independent Non-Executive Director. The roles of the Chairman and Chief Executive Officer are separated and clearly defined.

Principle 2.17 The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority.

Comply While retaining overall accountability and subject to matters reserved to itself, the Board has delegated authority to the Chief Executive Officer and other Executive Directors and Prescribed Officers as part of the Executive Committee (“ExCo”) to run the day-to-day affairs of the Company. A Group Limits of Authority Framework (“LOAF”) has been established and approved and the equivalent LOAF at subsidiary level has been approved and implemented.

Principle 2.18 The Board comprises a balance of power, with a majority of Non-Executive Directors. The majority of Non-Executive Directors are independent.

Partially Comply The Board comprises four Executive Directors and four Non-Executive Directors and thus - although the majority of directors are not Non-Executive, there is an effective balance of power. The majority of Non-Executive Directors are Independent.

Principle 2.19 Directors are appointed through a formal process.

Comply To ensure a transparent process, any new appointment of a Director is considered by the Board as a whole. The selection process involves considering the existing balance of skills and experience on the Board and a continual process of assessing the needs of the Company. Directors are appointed in terms of the Company’s MOI and these interim appointments are confirmed at the next Annual General Meeting.



Commentary

Principle 2.20 The induction of and on-going training, as well as the development of Directors is conducted through a formal process.

Comply New appointees to the Board are familiarised with the Company appropriately through an induction programme and on-going training -is provided if deemed necessary by the Board and/or Company Secretary. Attendance at the Directors Induction Program in accordance with the AltX Listings Requirements -is ensured.

Principle 2.21 The Board is assisted by a competent, suitably qualified and experienced Company Secretary.

Comply The Company Secretary is appointed by the Board in accordance with the Companies Act and the JSE Listings Requirements and is evaluated annually. The Board is satisfied that the Company Secretary is independent and is properly qualified and experienced to competently carry out the duties and responsibilities of Company Secretary.

Principle 2.22 The evaluation of the Board, its committees and individual Directors is performed every year.

Comply Review of the performance of the Board as a whole and the Board Committees individually occurs on an annual basis in line with the Board Charter.

Principle 2.23 The Board delegates certain functions to well-structured committees without abdicating its own responsibilities.

Comply The Board has delegated certain functions without abdicating its own responsibilities to the following committees:• Audit and Risk Committee; • Remuneration Committee; • Social and Ethics Committee;• Group Risk and Control Committee and• Share Incentive Scheme Committee

Principle 2.24 A governance framework has been agreed between the Group and its Subsidiaries’ boards.

Comply The governance framework between the Company and each of its subsidiaries that are not wholly-owned is set out in shareholders’ agreements, where applicable, and related agreements. The governance of wholly-owned subsidiaries is handled by Board and Board Committee resolutions. A Limits of Authority Framework at Group and subsidiary level has been prepared and will be fully implemented in due course, which will further regulate the governance framework between the Group and its subsidiaries.

Principle 2.25 The Company remunerates its Directors and executives fairly and responsibly.

Comply A Remuneration Committee comprising three Independent Non-Executive Directors has been established to oversee the remuneration of Executive Directors and Senior Executives by taking into account market conditions, expert advice from remuneration specialists and in accordance with the Company’s Remuneration policy. Non-Executive Directors’ fees are submitted annually to shareholders for approval at the Annual General Meeting.

Principle 2.26 The Company has disclosed the remuneration of each individual director and prescribed officer.

Comply The remuneration of Directors and Prescribed Officers is included in the annual financial statements in the Integrated Annual Report.

Principle 2.27 The shareholders have approved the Company’s remuneration policy.

Comply The Company’s Remuneration Policy, approved by the Board, will be tabled for a non-binding advisory vote at each Annual General Meeting of shareholders.



SOCIAL & ETHICSCOMMITTEEREPORT

NVest is a broad range Financial Services and Property Group. The Group’s core business operations include; Asset Management, Private Wealth Management, Stockbroking, Short Term Insurance, Wills/Estate Planning and Commercial Property, with approximately R26 billion in Assets under Management and Administration as at 28 February 2017.

Pursuant to the Companies Act (No. 71 of 2008) as amended (“the Companies Act”), Section 43(5) of the Companies Regulations and the King III report on corporate governance, a Social and Ethics Committee (“the Committee”) was established by the NVEST Board in 2015 to consider and monitor the moral and ethical conscience of the Group.

The Committee comprises four members, being; Mr Siviwe Kwatsha (Independent Non-Executive Director) as Chairman of the Committee, Mr Brendan Connellan (Company Secretary and in his capacity as Group Chief Operating Officer), Mr Jonathan Goldberg (Independent Non-Executive Director) and Mr Travis McClure (Subsidiary Director). Ms Taryn van der Poel (Group HR Manager), Ms Colette Sutherland (assistant Company Secretary), a representative of the Designated Advisor, as well as other members of the Board and Executive Management who attend meetings by invitation.

The Committee met three times during the period under review and received feedback from management on matters under the Committee’s oversight. The Committee reports on any significant matters to the Board in terms of its mandate. The meetings held, and the member’s attendance, during the period are set out below:

Name of member 23 May 2016

21 Nov 2016

20 Feb 2017

Siviwe Kwatsha (Chairman)

Present Present Present

Jonathan Goldberg Present Present Present

Brendan Connellan Present Present Present

Travis McClure Present Present Present

The responsibilities and functions of the Committee, which are aligned with the Committee’s statutory functions as set

out in the Companies Act, formed the basis of the Work Plan for 2016/7. These activities are as follows:

(a) To monitor the Group’s activities, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, with regard to matters relating to:

(i) Social and economic development, including the Group’s standing in terms of the goals and purposes of:

(aa) the 10 principles set out in the United Nations Global Compact Principles (UNGCP);

(bb) the Organisation for Economic Co-operation and Development (“OECD”) recommendations regarding corruption;

(cc) the Employment Equity Act; and (dd) the Broad-Based Black Economic

Empowerment Act.

(ii) Good corporate citizenship, including the Group’s:

(aa) promotion of equality, prevention of unfair discrimination, and reduction of corruption;

(bb) contribution to development of the communities in which its activities are predominantly conducted or within which its products or services are predominantly marketed; and

(cc) record of sponsorship, donations and charitable giving.

(iii) The environment, health and public safety, including the impact of the Group’s activities and of its products or services.

(iv) Consumer relationships, including the Group’s advertising, public relations and compliance with consumer protection laws; and (v) Labour and employment, including:

(aa) the Group’s standing in terms of the International Labour Organization Protocol on decent work and working conditions;

(bb) the Group’s employment relationships and its contribution toward the educational development of its employees;


(cc) to draw matters within its mandate to the attention of the Board as occasion requires; and

(dd) to report, through one of its members, to shareholders at the company’s annual general meeting on the matters within its mandate.

During the year under review the Committee attended to matters relating to the Work Plan above and reported to the Board accordingly. The monitoring of and conformance to the above will be on-going within the Group structure going forward. To assist the Committee in carrying out its responsibilities, a Social and Ethics Dashboard (“the Dashboard”) has been developed. The Dashboard is aligned with the core responsibility areas of the Committee’s oversight role and serves as a consolidated monitoring tool in respect of the Group’s Social and Ethics activities. Work is underway to integrate the Dashboard with the Group-wide Risk and Control Framework. This will ensure that subsidiary Boards consider and provide appropriate feedback and insights on matters within the Committee’s mandate.

Furthermore, NVest conformed with the formal policies previously implemented to address the following:

1. Social and Economic Development. NVest adheres to the principles set out in the UNGCP and the OECD recommendations on corruption. NVest is committed to complying with the labour law requirements of the Employment Equity Act (No. 55 of 1998).

2. Good Corporate Citizenship. NVest subscribes to the provisions of the Promotion of Equality and Prevention of Unfair Discrimination Act (No. 4 of 2000). No incidents have been reported. NVest has also developed a Policy to address gender diversification at Board level and will be expanding further on this Policy to also address race diversification. However, progress has already been made in both these areas over the past year.

3. The Environment, Health and Public Safety. NVest subscribes to and is compliant with the Occupational Health and Safety Act (No. 85 of 1993). No incidents have been reported during the period.

4. Consumer Relations. NVest subscribes to and is compliant with the Consumer Protection Act (No. 68 of 2008). No incidents have been reported.

5. Labour and Employment. NVest supports and adheres to the terms of the International Labour Organisation Protocol. NVest is materially compliant with the following Acts; the Basic Conditions of Employment Act (No. 75 of 1997), the Labour Relations Act (No. 66 of 1995), the Skills Development Levies Act (No. 97 of 1998) and the Unemployment Insurance Act (No. 63 of 2001) as amended.

During the year under review, the Committee has revisited its terms of reference and recommended a number of policies relating to its work to the Board. The foundation that the Committee has established was only possible through the engagement and positive contributions of its members and the support of the Board.

Siviwe KwatshaCHAIRMAN22 May 2017


“Work is underway to integrate the Dashboard with the Group-wide Risk and Control

Framework. This will ensure that subsidiary Boards consider and provide appropriate

feedback and insights on matters within the Committee’s

mandate.”


AUDIT & RISKCOMMITTEE REPORT We are pleased to present our report for the financial year ended 28 February 2017.

The Audit and Risk Committee (“the Committee”) is an independent statutory committee nominated by the Group Board of Directors (“the Board”) and appointed by the shareholders of NVest. Further duties are delegated to the Committee by the Board. This report includes both these sets of duties and responsibilities.

Committee Terms of Reference:

The Committee has adopted formal terms of reference that have been approved by the Board. The Committee has conducted its affairs in compliance with its terms of reference and has discharged its responsibilities contained therein. The terms of reference are available on the Company’s website, at www.nvestholdings.co.za and are also available on request.

Committee members, meeting attendance and assessment:

The Committee is independent and consists of three Independent, Non-Executive Directors. It meets at least twice per year as per its terms of reference. The Chief Executive Officer, Group Finance Director, external auditors and other assurance providers (Legal, Compliance, Risk, Health and Safety) attend meetings by invitation only. The Committee is chaired by Lana Joy Weldon who took over the Chairman role from Mr Siviwe Kwatsha with effect from 21 November 2016.

During the year under review four meetings were held as set out below:

Name of member

23 May 2016

15 Aug 2016

21 Nov 2016

20 Feb 2017

Siviwe Relebohile Kwatsha 1

Present Present Present Present

Jonathan Goldberg

Present Present Present Present

John Phillip Ross-Smith 2

Apologies Apologies Resigned Resigned

Lana JoyWeldon 3

Not member

Not member

Present Present

1. Mr Siviwe Kwatsha stepped down as chairman of the Committee with effect from 6 October 2016. He remains Chairman of the Social and Ethics Committee.

2. During the year under review, Mr John Ross-Smith retired as an Independent Non-Executive Director of NVest with effect from 15 August 2016.

3. Lana Joy Weldon was appointed as an Independent Non-Executive Director of NVest on 6 October 2016 and as Chairman of the Audit and Risk Committee with effect from 21 November 2016.

The effectiveness of the Committee and its individual members is assessed on an annual basis.

Role and responsibilities

Statutory duties:

The Committee’s role and responsibilities include statutory duties pursuant to the Companies Act, 71 of 2008 (“the Companies Act”), and further responsibilities assigned to it by the Board. The Committee executed its duties in terms of the requirements of King III and instances where the King III requirements have not been applied have been explained in the Corporate Governance statement, included on page (insert) of the Integrated Annual Report, of which this report forms part of.

External auditor appointment and independence:

The Committee has satisfied itself that the Group’s external auditor, Grant Thornton Cape Incorporated (“Grant Thornton”), is independent of the Group as set out in section 94(8) of the Companies Act, which includes consideration of previous appointments of the Group’s auditor, the extent of other work undertaken by the auditor for the Group and compliance with criteria relating to independence or conflicts of interest as prescribed by the Independent Regulatory Board for Auditors.

Requisite assurance was sought and provided by Grant Thornton that internal governance processes within Grant Thornton support and demonstrate its claim to independence.

The Committee ensured that the appointment of Grant Thornton complied with the Companies Act and any other legislation relating to the appointment of auditors.

The Committee, in consultation with executive management, agreed to the engagement letter, terms, audit plan and budgeted audit fees for the 2017 financial year. There is a formal procedure that governs the process whereby the Company’s Auditor is considered for non-audit services. The Committee approved the terms for the provision of non-audit services by the external auditor, and approved the nature and extent of non-audit services that the external auditor may provide in terms of the agreed pre-approval policy.

The Committee has nominated, for election at the Annual General Meeting, Grant Thornton as the external audit firm



and Imtiaaz Hashim as the designated auditor responsible for performing the functions of auditor, for the 2017 financial year ended 28 February 2017. The Committee has satisfied itself that Grant Thornton and the designated auditor are accredited as such on the JSE Limited list of auditors and their advisors respectively.

Financial statements and accounting practices:

The Committee has reviewed the accounting policies and the financial statements of the Company and is satisfied that they are appropriate and comply with International Financial Reporting Standards. An Audit Committee process has been established to receive and deal appropriately with any concerns and complaints relating to the reporting practices of the Company. No matters of significance have been raised in the past financial year.

Furthermore, the Committee considered the 2016 JSE Report on proactive monitoring process and the Committee has taken appropriate action to apply the contents and findings to the Company’s annual financial statements.

Internal financial controls:

The Committee considered the internal financial controls in conjunction with a review of the management report from the auditor, as well as the financial reporting systems. The Board report on the effectiveness of the system of internal controls is included elsewhere in the Integrated Annual Report. The Committee supports the opinion of the Board in this regard.

Whistle blowing:

The Committee will receive and deal with any concern or complaints, whether from within or outside the Company, relating to the accounting practices of the Company, the content or auditing of the Group’s financial statements, the internal financial controls of the Group and related matters. Furthermore, the Group is in the final stages of implementing a whistle blowing channel through which complaints and/or concerns can be submitted anonymously both within the organisation and externally via the Company website.

Duties assigned by the Board:

In addition to the statutory duties of the Committee, as reported above, and in accordance with the provisions of the Companies Act, the Board has determined further functions for the Committee to perform, as set out in the Audit Committee’s terms of reference. These functions include the following:

• Integrated reporting and combined assurance

The Committee fulfils an oversight role regarding the Group’s Integrated Report and the reporting process. The Committee considered the Group’s sustainability information as disclosed in the Integrated Annual Report and has assessed its consistency with operational and other information known to Committee members, and for consistency with the annual financial statements. The committee is satisfied that the sustainability information is reliable and consistent with the financial results.

The Committee is satisfied that the Group has optimised the assurance coverage obtained from management, and external assurance providers in accordance with an appropriate combined assurance model.

The Committee has, at its meeting held on 22 May 2017, recommended the Integrated Report for approval by the Board, subject to certain stylistic and formatting changes requested at that meeting.

• Going concern

The Committee has reviewed a documented assessment, including key assumptions, prepared by management of the going concern status of the Company and has made recommendation to the Board in accordance therewith. The Board’s statement on the going concern status of the Company, as supported by the Committee, is elsewhere in the Integrated Report.

• Governance of risk

The Committee is further assigned to have oversight of the Group’s risk management function. The Committee fulfils an oversight role regarding financial reporting risks, internal financial controls, fraud risk as it relates to financial reporting and information technology risks as it relates to financial reporting.

• Internal audit

During the year under review, the Group did not have an internal audit function. The nature of the business warrants a compliance officer as opposed to an internal audit function. The Committee has satisfied itself that no factors have arisen which have caused the Committee to amend its recommendation that no internal audit function is required for the Group. In addition, the Committee continually assesses the need to establish an internal audit department as the Group’s operations increase and this is a standing agenda item for consideration at each meeting. The Board has taken responsibility to ensure that an effective governance, risk management and internal control environment has been maintained.

During the year under review, the Committee had the opportunity to meet with the external auditors without management being present.

The Committee is satisfied that it has complied with its legal, regulatory and other responsibilities.

Evaluation of the expertise and experience of Financial Director and Finance Function

The Committee has satisfied itself that the Financial Director has appropriate expertise and experience to discharge the responsibilities of that role.

The Committee has considered, and has satisfied itself of the appropriateness of the expertise and adequacy of resources of the Finance Function and the experience of the senior members of management responsible for the Finance Function.

Lana Joy WeldonCHAIRMAN22 May 2017


REMUNERATIONCOMMITTEEREPORT

NVest established a Remuneration Committee (“the Committee”) following the Company’s listing on 29 May 2015. The Committee is empowered by the Board of Directors of NVest (“the Board”) to set medium and long term remuneration for Executive Directors and to further assist the Board in ensuring that Group remuneration and recruitment is aligned with the overall business strategy, with the aim of enabling NVest to attract and retain personnel who will create long-term value for all stakeholders.

Terms of Reference:

The Committee’s framework is guided by the Committee’s terms of reference which have been approved by the Board. The terms of reference are reviewed every twelve to fifteen months to ensure that they are updated in line with relevant new legislation and are always aligned with the Group’s prevailing strategy.

Committee members, meeting attendance and assessment:

The Committee is independent and consists of three Independent, Non-Executive Directors. It meets at least twice per year as per the Terms of Reference. Executive Directors attend meetings by invitation only.

During the year under review, and up to the date of this Report, two meetings were held as set out below:

Name of member 23 May 2016 20 Feb 2017

Jonathan Goldberg (Chairperson)

Present Present

Siviwe Relebohile Kwatsha Present Present

John Ross-Smith 1 Apologies Resigned

Lana Joy Weldon 2 Not member Present

1. During the year under review, Mr. John Ross-Smith retired as an Independent Non-Executive Director of NVest with effect from 15 August 2016.

2. Lana Joy Weldon was appointed as an Independent Non-Executive Director of NVest and a member of the Remuneration Committee with effect from 6 October 2016.

The effectiveness of the Committee and its individual members is assessed on an annual basis.

In accordance with the Committee’s terms of reference, it is also responsible for the oversight of all aspects of remuneration and determining the Group’s strategy in this regard. The Committees Terms of Reference were reviewed and re-approved during the year under review.

Remuneration Policy:

The Remuneration Policy in place is to remunerate Executive Directors primarily on an incentive basis, mainly through commission structures, but also by way of bonuses, profit share arrangements and/or share incentives, all of which are based on performance. The incentives are not on a pool basis but rather on an individual performance basis and are self-funding, aligning the interests of the Executive Directors with the interests of the shareholders.

Where monthly remuneration is paid, this is market related. All increases in respect of Executives, after being recommended by the CEO, have to be approved by the Committee.

NVest (in the form of the original company, NFB, with other subsidiaries being added over the years) has been in business for over 32 years and is very well established in the Eastern Cape and Gauteng, where the bulk of the business operates from and earns its income. This requires a remuneration strategy that attracts and retains individuals with the required skills to make the Group a success. This Policy defines general guidelines for the Company’s incentive pay to the Board of Directors and Executive Management.

The Policy is submitted for a non-binding advisory vote at the Annual General Meeting of the Company.

Executive Directors’ remuneration currently comprises of one or more of the following elements:

• Basic salary• Additional fees• Benefits

• Bonuses/Commission• Share incentives• Other benefits


Basic Salary is subject to annual reviews by the Board and is dependent on the performance of the Company.

Benefits comprise of fringe benefits, allowances, risk benefits and retirement benefits.

Bonuses are discretionary payments and are paid annually each year based on performance and incentive arrangements in place from time to time.

Commissions are the main form of remuneration for Executive Directors and are payable as a result of their sales functions.

These are in line with their agreed remuneration and are calculated according to set formulas.

Share Incentives will be awarded in terms of the Company’s Share Incentive Scheme (“the Scheme”) from time to time. The Company is designing the Scheme for the incentivisation and retention of staff that are not typically commission or sales orientated but who are equally important to the sustainability of the Group and the provision of excellent service to the Group’s stakeholders.

Other benefits are granted at the discretion of the Board. These will include fringe benefits payable to Directors.

Non-Executive Directors’ remuneration is payable in the form of a retainer for attendance at various Board and committee meetings and work associated therewith.

Additional fees will be payable for additional time spent on the behalf of the Company at market related rates.

Non-Executive Director remuneration is approved by shareholders in general meeting.

It is noted that the Remuneration Policy is currently under review by the Executive Management and the Board.

Service contracts

NVest has entered into normal service contracts with all of its Executive Directors. All Non-Executive Directors are subject to retirement by rotation and re-election by NVest shareholders at least once every three years in accordance with the MOI.

Senior management salaries

Guaranteed remuneration, on a cost to company basis, is aligned to the 50th percentile in terms of the market information available from time to time. The structure and basis for performance based incentives is recommended by the Committee and approved by the Board from time to time, and is aligned with company strategy and current shareholder and management objectives.

All increases, after being recommended by the CEO, have to be approved by the Committee. Once an average overall increase is agreed to by the Committee, the Executive Committee determines individual application of increases, with variances being due to higher or lower performance ratings based on performance appraisal reviews.

Non-Executive Director remuneration

Non-Executive Directors’ fees for the year under review are disclosed in note 33 to the Annual Financial Statements.

In terms of Section 66 (9) of the Companies Act, 71 of 2008, shareholders are required to approve the remuneration of Non-Executive Directors.

A special resolution has been proposed for shareholders to approve the remuneration of Independent Non-Executive Directors for the period commencing 21 August 2017 until the date of the Annual General Meeting of shareholders of the Company to be held in 2018. These fees are disclosed in resolution number 2 of the Annual General Meeting notice, forming part of this report.

Jonathan GoldbergCHAIRMAN22 May 2017

“NFB has been inbusiness for over 32

years and is very well established in the Eastern

Cape and Gauteng, where the bulk of the

business operates from and earns its income. This

requires a remuneration strategy that attracts and retains individuals with the

required skills...”



DIRECTORSRESPONSIBILITIES& APPROVALThe Directors are required in terms of the Companies Act, 71 of 2008 (“Companies Act”) to maintain adequate accounting records and are responsible for the content and integrity of the financial statements and related financial information included in this report. It is their responsibility to ensure that the financial statements fairly present the state of affairs of the Group as at the end of the financial year and the results of its operations and cash flows for the period then ended, in conformity with the International Financial Reporting Standards (“IFRS”), the Financial Reporting Guides issued by the Accounting Practices Committee of the South African Institute of Chartered Accountants, the Companies Act, and the JSE Listing Requirements. The external auditors are engaged to express an independent opinion on the financial statements.

The financial statements for the year ended 28 February 2017 are prepared in accordance with IFRS, the Financial Reporting Guides issued by the Accounting Practices Committee of the South African Institute of Chartered Accountants, the Companies and the Listing JSE Requirements and are based upon appropriate accounting policies consistently applied and supported by reasonable and prudent judgments and estimates.

The Directors acknowledge that they are ultimately responsible for the system of internal financial control established by the Group and place considerable importance on maintaining a strong control environment. To enable the Directors to meet these responsibilities, the Board sets standards for internal control aimed at reducing the risk of error or loss in a cost effective manner. The standards include the proper delegation of responsibilities within a clearly defined framework, effective accounting procedures and adequate segregation of duties to ensure an acceptable level of risk. These controls are monitored throughout the Group and all employees are required to maintain the highest ethical standards in ensuring the Group’s business is conducted in a manner that in all reasonable circumstances is above reproach. The focus of risk management in the Group is on identifying, assessing, managing and monitoring all known forms of risk across the Group. While operating risk cannot be fully eliminated, the Group endeavors to minimise it by ensuring that appropriate infrastructure, controls, systems and ethical behaviour are applied and managed within predetermined procedures and constraints.

The Directors are of the opinion, based on the information and explanations given by management that the system of internal control provides reasonable assurance that the financial records may be relied on for the preparation of the financial statements. However, any system of internal financial control can provide only reasonable, and not absolute, assurance against material misstatement or loss. The Directors have reviewed the Group’s cash flow forecast and, in the light of this review and the current financial position, they are satisfied that the Group has or has access to adequate resources to continue in operational existence for the foreseeable future.

The external auditors are responsible for independently reviewing and reporting on the Group’s financial statements. The financial statements have been examined by the Group’s external auditors and their report is presented on pages 40 to 44. The financial statements set out on pages 46 to 90, which have been prepared on the going concern basis, were approved by the Board on 22 May 2017 and were signed on its behalf by:

Anthony Denis Godwin Frank Terence KnoxCHIEF EXECUTIVE OFFICER GROUP FINANCIAL DIRECTOR22 May 2017 22 May 2017


GROUP COMPANYSECRETARY’SCERTIFICATIONIn my capacity as Group Company Secretary, I hereby confirm in terms of Section 88(2)(e) of the Companies Act, No. 71 of 2008 (“the Companies Act”), that for the financial year ended 28 February 2017, the Group has lodged with the Companies and Intellectual Property Commission all such returns as required of a public company in terms of the Companies Act and that all such returns are true, correct and up to date.

Brendan Joseph Connellan COMPANY SECRETARY22 May 2017



INDEPENDENTAUDITOR’S REPORT






“It is the set of the sails, not the direction of the wind, that determines which way we will go.”

Jim Rohn


NVest Financial Holdings Limited and its subsidiaries (Registration number 2008/015990/07) | Financial Statements for the year ended 28 February 2017


CONSOLIDATEDANNUALFINANCIALSTATEMENTSDIRECTOR’S REPORT

The directors have pleasure in submitting their report on the financial statements of NVest Financial Holdings Limited and its subsidiaries for the year ended 28 February 2017.

1. Review of financial results and activities

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and its interpretations issued by the International Accounting Standards Board (IASB) and in the manner required by the Companies Act 71 of 2008 and the JSE Listing Requirements, SAICA Financial Reporting Guide as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council. The accounting policies have been applied consistently compared to the prior year, except where stated otherwise.

Full details of the financial position, results of operations and cash flows of the group are set out in these consolidated financial statements.

2. Share capital2017 2016

Authorised Number of shares

Ordinary shares of no par value 1 000 000 000 1 000 000 000

2017 2016 2017 2016Stated capital Stated capital Number of sharesOrdinary shares of no par value 324 779 200 324 779 200 302 741 722 302 741 722

There have been no changes to the authorised or issued share capital during the year under review.

3. Dividends

The company’s dividend policy is to consider an interim and a final dividend in respect of each financial year. At its discretion, the board may consider a special dividend, where appropriate. Depending on the perceived need to retain funds for expansion or operating purposes, the board may pass on the payment of dividends.

A final dividend of R14 531 602.66 was declared in South African currency on 23 May 2016 and paid on 27 June 2016 in respect of the year ended 29 February 2016.

An interim dividend of R16 045 311.27 was approved by the directors on 21 November 2016 in South African currency in respect of the year ended 28 February 2017. The dividend payment date was 19 December 2016 to shareholders recorded in the register of the company at close of business on 15 December 2016.

The local dividends tax rate was 15% at the date the dividend was approved. The local dividends rate changed from 15% to 20% effective 22 February 2017.



4. Share incentive scheme

Refer to note 40 of the consolidated financial statements for details of the group share incentive scheme.

5. Directorate

The directors in office during the year or to the date of this report are as follows:

Directors Office Designation Nationality Changes

J. Goldberg ChairmanNon-executive Independent

South African

A.D. Godwin Chief Executive Officer Executive South African

A.V. Kent Director Executive South African

D.L. Schemel Director Non-executive South African

F.T. Knox Chief Financial Officer Executive South African

J.P. Ross-Smith DirectorNon-executiveIndependent

South African Resigned 15 August 2016

L.J. WeldonAudit Committee Chairman

Non-executiveIndependent

South African Appointed 06 October 2016

M. Estment Director Executive South African

S.R. Kwatsha DirectorNon-executiveIndependent

South African

6. Directors’ interests in shares

As at 28 February 2017, the directors of the company held direct and indirect beneficial interests in 34.9% (2016: 35.1%) of its issued ordinary shares, as set out below.

Interests in shares

Directors 2017Direct

2016Direct

2017Indirect

2016Indirect

A.D. Godwin - - 75 680 000 75 680 000

A.V. Kent - - 14 200 000 14 200 000

D.L. Schemel 100 000 100 000 - -

F.T. Knox 500 000 500 000 - -

J. Goldberg 606 788 217 543 - -

M. Estment 99 999 99 999 14 275 801 14 275 801

S.R. Kwatsha 100 000 100 000 - -

1 406 787 1 017 542 104 155 801 104 155 801

The register of interests of directors and others in shares of the company is available to the shareholders on request.

There have been no changes in beneficial interests that occurred between the end of the reporting period and the date of this report.

7. Directors’ interests in contracts

During the financial year, no contracts were entered into which directors or officers of the group had an interest and which significantly affected the business of the group.

8. Interests in subsidiaries, associates and joint arrangements

Details of material interests in subsidiary companies, associates and joint arrangements are presented in the consolidated financial statements in notes 6, 7 and 8.

The group acquired the remaining 4% in NVest Properties Limited from a minority shareholder for R4 000 000, increasing its ownership from 96% to 100%. Refer to note 6 for more detail on this transaction.

The group acquired a further 4% in NVest Property Services (Pty) Ltd from a minority shareholder for R80 000, increasing its ownership from 76% to 80%. Refer to note 6 for more detail on this transaction.



9. Events after the reporting period

The directors are not aware of any material event which occurred after the reporting date and up to the date of this report.

10. Going concern

The directors believe that the group has adequate financial resources to continue in operation for the foreseeable future and accordingly the consolidated financial statements have been prepared on a going concern basis. The directors have satisfied themselves that the group is in a sound financial position and that it has access to sufficient borrowing facilities to meet its foreseeable cash requirements. The directors are not aware of any new material changes that may adversely impact the group. The directors are also not aware of any material non-compliance with statutory or regulatory requirements or of any pending changes to legislation which may affect the group.

11. Auditors

Grant Thornton Cape Inc. continued in office as auditors for the company and its subsidiaries for 2017. At the AGM, the shareholders will be requested to reappoint Grant Thornton Cape Inc. as the independent external auditors of the company and to confirm Mr I. Hashim as the designated lead audit partner for the 2018 financial year.

12. Secretary

The company secretary is Mr B.J. Connellan.

Business address: 42 Beach Road Nahoon East London 5241



Statement of Financial Positionas at 28 February 2017

AssetsNon-Current AssetsProperty, plant and equipment 3 39 087 622 34 307 962 804 627 761 352Investment property 4 326 181 102 297 200 000 - -Goodwill 5 82 604 170 82 604 170 - -Investment 6 9 686 370 - - -Investments in subsidiaries 7 - - 118 482 327 114 402 327Investments in associate 8 100 100 - -Other financial assets 9 617 126 295 000 - -Deferred tax 10 - - 121 467 106 652

458 176 490 414 407 232 119 408 421 115 270 331

Current AssetsLoans to related parties 11 - - 124 793 428 92 900 344Other financial assets 9 10 348 526 9 511 790 - -Loans to shareholders 12 589 339 694 991 - -Straightline lease assets 8 542 011 7 439 232 - -

Current tax receivable 676 888 845 349 43 354 -

Trade and other receivables 13 17 035 363 12 319 220 208 651 193 262Cash and cash equivalents 14 115 451 178 132 368 716 64 598 550 88 971 231

152 643 305 163 179 298 189 643 983 182 064 837Total Assets 610 819 795 577 586 530 309 052 404 297 335 168

Equity and LiabilitiesEquityShare capital 15 324 779 200 324 779 200 324 779 200 324 779 200Reserves 3 866 845 1 452 097 - -Retained earnings / (Accumulated loss) Equity 64 360 947 34 925 319 (16 649 817) (28 588 040)Attributable to Equity Holders of Parent 393 006 992 361 156 616 308 129 383 296 191 160Non-controlling interest 2 310 826 5 055 211 - -

395 317 818 366 211 827 308 129 383 296 191 160

LiabilitiesNon-Current LiabilitiesDeferred tax 10 15 293 970 10 976 015 - -Other financial liabilities 16 155 296 862 157 141 541 - -

170 590 832 168 117 556 - -

Current LiabilitiesLoans from related parties 11 - 116 667 486 -Other financial liabilities 16 17 368 002 15 400 000 - -Current tax payable - - - 59 316Provisions 17 651 984 576 121 102 500 94 650Trade and other payables 18 26 891 159 27 164 359 820 035 990 042

44 911 145 43 257 147 923 021 1 144 008Total Liabilities 215 501 977 211 374 703 923 021 1 144 008Total Equity and Liabilities 610 819 795 577 586 530 309 052 404 297 335 168

Group CompanyFigures in Rand Notes 2017 2016 2017 2016



Statement of Profit or Lossand Other Comprehensive Income

Group CompanyFigures in Rand Notes 2017 2016 2017 2016

Revenue 19 287 630 210 216 443 442 2 231 659 1 974 120Cost of sales 20 (91 004 044) (67 469 044) - -

Gross profit 196 626 166 148 974 398 2 231 659 1 974 120Other income 21 4 001 877 2 752 347 5 863 587 5 526 134Fair value adjustments 22 7 497 278 12 665 171 - -

Operating expenses (113 904 054) (81 537 263) (12 608 986) (10 441 754)

Operating profit (loss) 23 94 221 267 82 854 653 (4 513 740) (2 941 500)Investment revenue 24 16 169 835 12 439 831 50 127 672 35 871 640Finance costs 25 (22 635 395) (16 820 681) (31 484) (858 893)

Income from equity accounted investments - 1 440 949 - -

Profit before taxation 87 755 707 79 914 752 45 582 448 32 071 247Taxation 26 (25 687 600) (20 427 253) (3 067 311) (1 617 407)

Profit for the year 62 068 107 59 487 499 42 515 137 30 453 840

Other comprehensive income:Items that will not be reclassified to profit or loss:Gains and losses on property valuations 3 111 788 1 859 329 - -Income tax relating to items that will not be reclassified (697 040) (346 728) - -

Total items that will not be reclassified to profit or loss 2 414 748 1 512 601 - -

Other comprehensive income for the year net of taxation 2 414 748 1 512 601 - -

Total comprehensive income for the year 64 482 855 61 000 100 42 515 137 30 453 840

Profit attributable to:Equity holders of the parent 60 978 205 57 949 279 42 515 137 30 453 840Non-controlling interest 1 089 902 1 538 220 - -

62 068 107 59 487 499 42 515 137 30 453 840

Total comprehensive income attributable to:Equity holders of the parent 63 392 953 59 401 376 42 515 137 30 453 840Non-controlling interest 1 089 902 1 598 724 - -

64 482 855 61 000 100 42 515 137 30 453 840

Per share informationAverage number of sharesWeighted average number of shares 302 741 722 248 935 830 - -

Earnings per share 27Earnings per share (c) 20.14 23.28 - -Headline earnings per share (c) 18.45 18.77 - -

Net asset value per shareNet asset value per share (c) 129.82 119.30 - -Net tangible asset value per share (c) 102.53 92.01 - -



Statement of Changesin Equity

Figures in Rand Share capitalRevaluation

reserve

Retained earnings /

(Accumulated loss)

Total attributable to equity holders of the group /

companyNon-controlling

interest Total equity

GroupBalance at 01 March 2015 53 982 677 - 1 611 574 55 594 251 1 383 763 56 978 014Profit for the year - - 57 949 279 57 949 279 1 538 220 59 487 499Other comprehensive income - 1 452 097 - 1 452 097 60 504 1 512 601Total comprehensive income for the year

- 1 452 097 57 949 279 59 401 376 1 598 724 61 000 100

Issue of shares 180 122 300 - - 180 122 300 - 180 122 300Acquisition from non-controlling interest - - (1 009 819) (1 009 819) (540 207) (1 550 026)Dividends - - (23 625 715) (23 625 715) - (23 625 715)Business combinations 90 674 223 - - 90 674 223 2 612 931 93 287 154Total contributions by and distributions to owners of company recognised directlyin equity

270 796 523 - (24 635 534) 246 160 989 2 072 724 248 233 713

Balance at 01 March 2016 324 779 200 1 452 097 34 925 319 361 156 616 5 055 211 366 211 827Profit for the year - - 60 978 205 60 978 205 1 089 902 62 068 107Other comprehensive income - 2 414 748 - 2 414 748 - 2 414 748Total comprehensive income for the year

- 2 414 748 60 978 205 63 392 953 1 089 902 64 482 855

Acquisition from non-controlling interest - - (965 663) (965 663) (3 114 337) (4 080 000)Dividends - - (30 576 914) (30 576 914) (719 950) (31 296 864)Total contributions by and distributions to owners of company recognised directly in equity

- - (31 542 577) (31 542 577) (3 834 287) (35 376 864)

Balance at 28 February 2017 324 779 200 3 866 845 64 360 947 393 006 992 2 310 826 395 317 81815



Statement of Changesin Equity

Figures in Rand Share capitalRevaluation

reserve

Retained earnings /

(Accumulated loss)

Total attributable to equity holders of the group /

companyNon-controlling

interest Total equity

CompanyBalance at 01 March 2015 53 982 677 - (35 718 503) 18 264 174 - 18 264 174Profit for the year - - 30 453 840 30 453 840 - 30 453 840Total comprehensive income for the year

- - 30 453 840 30 453 840 - 30 453 840

Issue of shares 180 122 300 - - 180 122 300 - 180 122 300Dividends - - (23 323 377) (23 323 377) - (23 323 377)Business combinations 90 674 223 - - 90 674 223 - 90 674 223Total contributions by and distributions to owners ofcompany recognised directlyin equity

270 796 523 - (23 323 377) 247 473 146 - 247 473 146

Balance at 01 March 2016 324 779 200 - (28 588 040) 296 191 160 - 296 191 160Profit for the year - - 42 515 137 42 515 137 - 42 515 137Other comprehensive income - - - - - -Total comprehensive income for the year

- - 42 515 137 42 515 137 - 42 515 137

Dividends - - (30 576 914) (30 576 914) - (30 576 914)Total contributions by and distributions to owners of company recognised directly in equity

- - (30 576 914) (30 576 914) - (30 576 914)

Balance at 28 February 2017 324 779 200 - (16 649 817) 308 129 383 - 308 129 38315



Statement of Cash FlowsGroup Company

Figures in Rand Notes 2017 2016 2017 2016

Cash flows from operating activitiesCash generated from (used in) operations 28 82 438 178 63 172 025 (4 421 161) (2 445 242)Interest received 24 14 941 892 11 674 765 15 499 905 9 575 961Dividend received 24 1 227 943 765 066 34 627 767 26 295 679Finance costs 25 (22 635 395) (16 820 681) (31 484) (858 893)Tax paid 29 (21 898 225) (20 442 941) (3 184 796) (1 582 201)Net cash from operating activities 54 074 393 38 348 234 42 490 231 30 985 304

Cash flows used in investing activitiesPurchase of property, plant and equipment 3 (3 617 844) (29 539 629) (656 144) (412 954)Disposal of property, plant and equipment 3 398 706 43 352 342 744 -Purchase of investment property 4 (21 663 005) (74 799) - -Investment (9 686 370) - - -

Net cash acquired in business combinations - 5 424 113 - -Advancements of loans to related parties - - (31 892 598) (21 651 615)Repayment of loans from related parties - 947 325 - 10 352 038Repayment of loans to related parties (116 667) - - -

(Repayment)/Proceeds of other financial assets

(1 158 862) 3 490 163 - -

Net cash from investing activities (35 844 042) (19 709 475) (32 205 998) (11 712 531)

Cash flows from financing activitiesProceeds on share issue 15 - 112 525 478 - 112 525 478

Proceeds from other financial liabilities 2 241 138 27 391 386 - -

Repayment of other financial liabilities (2 117 815) - - -

Proceeds from shareholders loan 117 851 24 554 111 - -

Repayment of shareholders loan (12 199) (11 572 262) - 24 025 484

Dividends paid 30 (30 576 914) (86 167 653) (30 576 914) (85 865 315)

Dividends paid to minorities (719 950) - - -

Acquisition of additional shares in subsidiary from non-controlling interest (4 080 000) (1 550 000) (4 080 000) (1 550 000)

Net cash from financing activities (35 147 889) 65 181 060 (34 656 914) 49 135 647

Total cash movement for the year (16 917 538) 83 819 819 (24 372 681) 68 408 420Cash at the beginning of the year 132 368 716 48 548 897 88 971 231 20 562 811

Total cash at end of the year 14 115 451 178 132 368 716 64 598 550 88 971 231



1. Summary of significant accounting policies

The principal accounting policies applied in the preparation of these consolidated and separate financial statements are set out below.

1.1 Basis of preparation

The consolidated and separate financial statements have been prepared on the going concern basis in accordance with International Financial Reporting Standards and its interpretations issued by the International Accounting Standards Board (IASB) and in the manner required by the Companies Act 71 of 2008 and the JSE Listing Requirements, SAICA Financial Reporting Guide as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council. The consolidated financial statements have been prepared on the historical cost basis, and incorporate the principal accounting policies set out below. The are presented in South African Rands.

These accounting policies are consistent with the previous period.

1.2 Consolidation

Basis of consolidation

The consolidated financial statements incorporate the consolidated financial statements of the group and all investees which are controlled by the group.

Business combinations

The group accounts for business combinations using the acquisition method of accounting. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred.

The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 Business combinations are recognised at their fair values at acquisition date, except for non-current assets (or disposal group) that are classified as held-for-sale in accordance with IFRS 5 Non-current assets held-for-sale and discontinued operations, which are recognised at fair value less costs to sell.

1.3 Significant judgements and sources of estimation uncertainty

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the amounts represented in the consolidated financial statements and related disclosures. Use of available information and the application of judgement is inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the consolidated financial statements. Significant judgements include:

Key sources of estimation uncertainty

Trade receivables, loans and other receivables

The group assesses its trade receivables for impairment at the end of each reporting period. In determining whether an impairment loss should be recorded in profit or loss, the group makes judgements as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from the financial asset.

The impairment for trade receivables is calculated on a portfolio basis, except for individually significant trade receivables which are assessed separately. The impairment test on the portfolio is based on historical loss ratios, adjusted for national and industry-specific economic conditions and other indicators present at the reporting date that correlate with defaults on the portfolio. These annual loss ratios are applied to loan balances in the portfolio and scaled to the estimated loss emergence period.

Fair value estimation

The fair value of financial instruments that are not traded in an active market (for example, over the counter derivatives) is determined by using valuation techniques. The group uses a variety of methods and makes assumptions that are based on market conditions existing at the end of each reporting period. Quoted market prices or dealer quotes for similiar instruments are used for long-term debt. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments.

The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the group for similar financial instruments.

Accounting Policies



Impairment testing

The recoverable amounts of cash-generating units and individual assets have been determined based on the higher of valuein-use calculations and fair values less costs to sell. These calculations require the use of estimates and assumptions. It is reasonably possible that the assumption may change which may then impact our estimations and may then require a material adjustment to the carrying value of goodwill and tangible assets.

The group reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. In addition, goodwill is tested on an annual basis for impairment. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected future cash flows for each group of assets.

Expected future cash flows used to determine the value in use of goodwill and tangible assets are inherently uncertain and could materially change over time. They are significantly affected by a number of factors, together with economic factors.

Provisions

Provisions were raised and management determined an estimate based on the information available. Additional disclosure of these estimates of provisions are included in note 17 - Provisions.

1.4 Investment property

Investment property is initially recognised at cost. Transaction costs are included in the initial measurement.

Fair value Subsequent to initial measurement investment property is measured at fair value.

1.5 Property, plant and equipment

Property, plant and equipment is initially measured at cost.

Subsequent to initial recognition, property, plant and equipment is measured at cost less accumulated depreciation and any accumulated impairment losses, except for land and buildings which are stated at revalued amounts. The revalued amount is the fair value at the date of revaluation less any subsequent accumulated depreciation and impairment losses.

The useful lives of items of property, plant and equipment have been assessed as follows:

Item Depreciation method Average useful lifeLand and buildings 50 years

Airconditioners Straight line 6 years

Furniture and fixtures Straight line 6 to 10 years

Motor vehicles Straight line 8 years

Office equipment Straight line 5 years

IT equipment Straight line 3 to 4 years

Computer software Straight line 3 years

Leasehold improvements Straight line 6 years

The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting year. If the expectations differ from previous estimates, the change is accounted for as a change in accounting estimate.

1.6 Goodwill

Goodwill is initially recognised at cost, being the excess of the cost of the business combination over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities.

Goodwill acquired in a business combination is carried at cost less impairment losses.

1.7 Interests in subsidiaries

Company financial statements

In the company’s separate financial statements, investments in subsidiaries are carried at cost less any accumulated impairment.

Accounting Policies- continued



1.8 Investments in associate

Company financial statements An investment in an associate is carried at cost less any accumulated impairment.

1.9 Financial instruments

Classification

The group classifies financial assets and financial liabilities into the following categories: • Financial assets at fair value through profit or loss - held for trading• Held-to-maturity investment• Loans and receivables• Available-for-sale financial assets• Financial liabilities measured at amortised cost

Classification depends on the purpose for which the financial instruments were obtained / incurred and takes place at initial recognition.

Initial recognition and measurement

Financial instruments are recognised initially when the group becomes a party to the contractual provisions of the instruments. The group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement.

Financial instruments are measured initially at fair value, except for equity investments for which a fair value is not determinable, which are measured at cost and are classified as available-for-sale financial assets.

For financial instruments which are not at fair value through profit or loss, transaction costs are included in the initial measurement of the instrument.

Transaction costs on financial instruments at fair value through profit or loss are recognised in profit or loss.

Subsequent measurement

Financial instruments at fair value through profit or loss are subsequently measured at fair value, with gains and losses arising from changes in fair value being included in profit or loss for the period.

Net gains or losses on the financial instruments at fair value through profit or loss includes dividends and interest.

Loans and receivables are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses.

Held-to-maturity investments are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses.

Available-for-sale financial assets are subsequently measured at fair value. This excludes equity investments for which a fair value is not determinable, which are measured at cost less accumulated impairment losses.

Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in equity until the asset is disposed of or determined to be impaired. Interest on available-for-sale financial assets calculated using the effective interest method is recognised in profit or loss as part of other income. Dividends received on available-for-sale equity instruments are recognised in profit or loss as part of other income when the group’s right to receive payment is established.

Changes in fair value of available-for-sale financial assets denominated in a foreign currency are analysed between translation differences resulting from changes in amortised cost and other changes in the carrying amount. Translation differences on monetary items are recognised in profit or loss, while translation differences on non-monetary items are recognised in other comprehensive income and accumulated in equity.

Financial liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest method.

Derecognition

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership.





Impairment of financial assets

At each reporting date the group assesses all financial assets, other than those at fair value through profit or loss, to determine whether there is objective evidence that a financial asset or group of financial assets has been impaired.

For amounts due to the group, significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy and default of payments are all considered indicators of impairment.

In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered an indicator of impairment. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity as a reclassification adjustment to other comprehensive income and recognised in profit or loss.

Impairment losses are recognised in profit or loss.

Impairment losses are reversed when an increase in the financial asset’s recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to the restriction that the carrying amount of the financial asset at the date that the impairment is reversed shall not exceed what the carrying amount would have been had the impairment not been recognised.

Reversals of impairment losses are recognised in profit or loss except for equity investments classified as available-for-sale.

Impairment losses are also not subsequently reversed for available-for-sale equity investments which are held at cost because fair value was not determinable.

Where financial assets are impaired through use of an allowance account, the amount of the loss is recognised in profit or loss within operating expenses. When such assets are written off, the write off is made against the relevant allowance account. Subsequent recoveries of amounts previously written off are credited against operating expenses.

Financial instruments consist of:

Loans to (from) related parties

These include loans to and from holding companies, fellow subsidiaries, subsidiaries, joint ventures and associates and are recognised initially at fair value plus direct transaction costs.

Loans to group companies are classified as loans and receivables.

Loans from group companies are classified as financial liabilities measured at amortised cost.

Loans to shareholders, directors, managers and employees

These financial assets are classified as loans and receivables.

Trade and other receivables

Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

Trade and other receivables are classified as loans and receivables.

Trade and other payables

Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.



Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These are initially and subsequently recorded at amortised cost.

Borrowings

Borrowings are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the group’s accounting policy for borrowing costs.

Held to maturity

These financial assets are initially measured at fair value plus direct transaction costs.

At subsequent reporting dates these are measured at amortised cost using the effective interest rate method, less any impairment loss recognised to reflect irrecoverable amounts. An impairment loss is recognised in profit or loss when there is objective evidence that the asset is impaired, and is measured as the difference between the investment’s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition. Impairment losses are reversed in subsequent periods when an increase in the investment’s recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to the restriction that the carrying amount of the investment at the date the impairment is reversed shall not exceed what the amortised cost would have been had the impairment not been recognised.

Financial assets that the group has the positive intention and ability to hold to maturity are classified as held to maturity.

1.10 Tax

Current tax assets and liabilities

Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset.

Current tax liabilities (assets) for the current and prior periods are measured at the amount expected to be paid to (recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities

A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Tax expenses

Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from: • a transaction or event which is recognised, in the same or a different period, to other comprehensive income, or• a business combination.

1.11 Leases

A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership.

Operating leases - lessor

Operating lease income is recognised as an income on a straight-line basis over the lease term. Income for leases is disclosed under revenue in profit or loss.





Operating leases - lessee

Operating lease payments are recognised as an expense on a straight-line basis over the lease term. The difference between the amounts recognised as an expense and the contractual payments are recognised as an operating lease asset. This liability is not discounted.

Any contingent rents are expensed in the period they are incurred.

1.12 Impairment of assets

The group assesses at each end of the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, the group estimates the recoverable amount of the asset.

If there is any indication that an asset may be impaired, the recoverable amount is estimated for the individual asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs is determined.

The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use.

If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss.

An impairment loss of assets carried at cost less any accumulated depreciation or amortisation is recognised immediately in profit or loss. Any impairment loss of a revalued asset is treated as a revaluation decrease.

An entity assesses at each reporting date whether there is any indication that an impairment loss recognised in prior periods for assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated.

The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior periods.

1.13 Share capital and equity

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

1.14 Share based payments

Goods or services received or acquired in a share-based payment transaction are recognised when the goods or as the services are received. A corresponding increase in equity is recognised if the goods or services were received in an equity settled share-based payment transaction or a liability if the goods or services were acquired in a cash-settled share-based payment transaction.

When the goods or services received or acquired in a share-based payment transaction do not qualify for recognition as assets, they are recognised as expenses.

For equity-settled share-based payment transactions the goods or services received and the corresponding increase in equity are measured, directly, at the fair value of the goods or services received provided that the fair value can be estimated reliably.

If the fair value of the goods or services received cannot be estimated reliably, or if the services received are employee services, their value and the corresponding increase in equity, are measured, indirectly, by reference to the fair value of the equity instruments granted.

Vesting conditions which are not market related (i.e. service conditions and non-market related performance conditions) are not taken into consideration when determining the fair value of the equity instruments granted. Instead, vesting conditions which are not market related shall be taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognised for goods or services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. Market conditions, such as a target share price, are taken into account when estimating the fair value of the equity instruments granted. The number of equity instruments are not adjusted to reflect equity instruments which are not expected to vest or do not vest because the market condition is not achieved.

If the share based payments vest immediately the services received are recognised in full.



Accounting Policies - continued

1.15 Employee benefits

Short-term employee benefits

The cost of short-term employee benefits are recognised in the period in which the service is rendered and are not discounted.

The expected cost of compensated absences is recognised as an expense as the employees render services that increase their entitlement or, in the case of non-accumulating absences, when the absence occurs.

The expected cost of profit sharing and bonus payments is recognised as an expense when there is a legal or constructive obligation to make such payments as a result of past performance.

1.16 Provisions and contingencies

The amount of a provision is the present value of the expenditure expected to be required to settle the obligation.

1.17 Revenue

Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for services provided in the normal course of business, net of trade discounts and volume rebates, and value added tax.

Brokerage income is recognised when the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer.

Underwriting fees are recognised as revenue when the underwriting cycle is complete. Interest is recognised, in profit or loss, using the effective interest rate method.

Dividends are recognised, in profit or loss, when the company’s right to receive payment has been established.

1.18 Cost of sales

The related cost of providing services recognised as revenue in the current period is included in cost of sales.

1.19 Borrowing costs

Borrowing costs are recognised as an expense in the period in which they are incurred.

1.20 Earnings per share

Earnings per share is calculated on the weighted average number of shares in issue, net of treasury shares, in respect of the year and is based on profit attributable to ordinary shareholders. Headline earnings per share is calculated in terms of the requirements set out in Circular 02/2015 issued by the JSE.

1.21 Segmental reporting

IFRS 8 requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the chief operating decision maker (considered to be the executive members of the board).

Management currently identifies five operating segments, being operations in the Republic of South Africa divided into insurance broking, wealth management, administration of estates and trusts, property services and other. Each operating segment is monitored separately and strategic decisions are made on the basis of segment operating results.



2. New Standards and Interpretations

2.1 Standards and interpretations not yet effective

The group has chosen not to early adopt the following standards and interpretations, which have been published and are mandatory for the group’s accounting periods beginning on or after 01 March 2017 or later periods:

IFRS 16 Leases IFRS 16 Leases is a new standard which replaces IAS 17 Leases, and introduces a single lessee accounting model. The main changes arising from the issue of IFRS 16 which are likely to impact the group are as follows:

Group as lessee: • Lessees are required to recognise a right-of-use asset and a lease liability for all leases, except short term leases or leases

where the underlying asset has a low value, which are expensed on a straight line or other systematic basis. • The cost of the right-of-use asset includes, where appropriate, the initial amount of the lease liability; lease payments made

prior to commencement of the lease less incentives received; initial direct costs of the lessee; and an estimate for any provision for dismantling, restoration and removal related to the underlying asset.

• The lease liability takes into consideration, where appropriate, fixed and variable lease payments; residual value guarantees to be made by the lessee; exercise price of purchase options; and payments of penalties for terminating the lease.

• The right-of-use asset is subsequently measured on the cost model at cost less accumulated depreciation and impairment and adjusted for any re-measurement of the lease liability. However, right-of-use assets are measured at fair value when they meet the definition of investment property and all other investment property is accounted for on the fair value model. If a right-of-use asset relates to a class of property, plant and equipment which is measured on the revaluation model, then that right-of-use asset may be measured on the revaluation model.

• The lease liability is subsequently increased by interest, reduced by lease payments and re-measured for reassessments or modifications.

• Re-measurements of lease liabilities are affected against right-of-use assets, unless the assets have been reduced to nil, in which case further adjustments are recognised in profit or loss.

• The lease liability is re-measured by discounting revised payments at a revised rate when there is a change in the lease term or a change in the assessment of an option to purchase the underlying asset.

• The lease liability is re-measured by discounting revised lease payments at the original discount rate when there is a change in the amounts expected to be paid in a residual value guarantee or when there is a change in future payments because of a change in index or rate used to determine those payments.

• Certain lease modifications are accounted for as separate leases. When lease modifications which decrease the scope of the lease are not required to be accounted for as separate leases, then the lessee re-measures the lease liability by decreasing the carrying amount of the right of lease asset to reflect the full or partial termination of the lease. Any gain or loss relating to the full or partial termination of the lease is recognised in profit or loss. For all other lease modifications which are not required to be accounted for as separate leases, the lessee re-measures the lease liability by making a corresponding adjustment to the right-of-use asset.

• Right-of-use assets and lease liabilities should be presented separately from other assets and liabilities. If not, then the line item in which they are included must be disclosed. This does not apply to right-of-use assets meeting the definition of investment property which must be presented within investment property. IFRS 16 contains different disclosure requirements compared to IAS 17 leases.

Group as lessor: • Accounting for leases by lessors remains similar to the provisions of IAS 17 in that leases are classified as either finance leases

or operating leases. Lease classification is reassessed only if there has been a modification. • A modification is required to be accounted for as a separate lease if it both increases the scope of the lease by adding

the right to use one or more underlying assets; and the increase in consideration is commensurate to the stand alone price of the increase in scope.

• If a finance lease is modified, and the modification would not qualify as a separate lease, but the lease would have been an operating lease if the modification was in effect from inception, then the modification is accounted for as a separate lease. In addition, the carrying amount of the underlying asset shall be measured as the net investment in the lease immediately before the effective date of the modification. IFRS 9 is applied to all other modifications not required to be treated as a separate lease.

• Modifications to operating leases are required to be accounted for as new leases from the effective date of the modification. Changes have also been made to the disclosure requirements of leases in the lessor’s financial statements.

Notes to the ConsolidatedFinancial Statements



Notes to the Consolidated Financial Statements - continued

Sale and leaseback transactions: • In the event of a sale and leaseback transaction, the requirements of IFRS 15 are applied to consider whether a performance

obligation is satisfied to determine whether the transfer of the asset is accounted for as the sale of an asset. • If the transfer meets the requirements to be recognised as a sale, the seller-lessee must measure the new right-of-use asset

at the proportion of the previous carrying amount of the asset that relates to the right-of-use retained. The buyer-lessor accounts for the purchase by applying applicable standards and for the lease by applying IFRS 16

• If the fair value of consideration for the sale is not equal to the fair value of the asset, then IFRS 16 requires adjustments to be made to the sale proceeds. When the transfer of the asset is not a sale, then the seller-lessee continues to recognise the transferred asset and recognises a financial liability equal to the transfer proceeds. The buyer-lessor recognises a financial asset equal to the transfer proceeds.

The effective date of the standard is for years beginning on or after 01 January 2019.

The group expects to adopt the standard for the first time in the 2020 financial statements. The impact of this standard is currently being assessed.

IFRS 9 Financial Instruments

IFRS 9 issued in November 2009 introduced new requirements for the classification and measurements of financial assets. IFRS 9 was subsequently amended in October 2010 to include requirements for the classification and measurement of financial liabilities and for derecognition, and in November 2013 to include the new requirements for general hedge accounting. Another revised version of IFRS 9 was issued in July 2014 mainly to include a)impairment requirements for financial assets and b) limited amendments to the classification and measurement requirements by introducing a “fair value through other comprehensive income” (FVTOCI) measurement category for certain simple debt instruments.

Key requirements of IFRS 9: • All recognised financial assets that are within the scope of IAS 39 Financial Instruments: Recognition and Measurement

are required to be subsequently measured at amortised cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the outstanding principal are generally measured at amortised cost at the end of subsequent reporting periods. Debt instruments that are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and that have contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on outstanding principal, are measured at FVTOCI. All other debt and equity investments are measured at fair value at the end of subsequent reporting periods. In addition, under IFRS 9, entities may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income with only dividend income generally recognised in profit or loss.

• With regard to the measurement of financial liabilities designated as at fair value through profit or loss, IFRS 9 requires that the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of the liability is presented in other comprehensive income, unless the recognition of the effect of the changes of the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Under IAS 39, the entire amount of the change in fair value of a financial liability designated as at fair value through profit or loss is presented in profit or loss.

• In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model, as opposed to an incurred credit loss model under IAS 39. The expected credit loss model requires an entity to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition. It is therefore no longer necessary for a credit event to have occurred before credit losses are recognised.

• The new general hedge accounting requirements retain the three types of hedge accounting mechanisms currently available in IAS 39. Under IFRS 9, greater flexibility has been introduced to the types of transactions eligible for hedge accounting, specifically broadening the types of instruments that qualify for hedging instruments and the types of risk components of non-financial items that are eligible for hedge accounting. In addition, the effectiveness test has been replaced with the principal of an “economic relationship”. Retrospective assessment of hedge effectiveness is also no longer required. Enhanced disclosure requirements about an entity’s risk management activities have also been introduced.

The effective date of the standard is for years beginning on or after 01 January 2018.

The group expects to adopt the standard for the first time in the 2019 financial statements.




The impact of this standard is currently being assessed.

Amendments to IAS 7: Disclosure initiative

The amendment requires entities to provide additional disclosures for changes in liabilities arising from financing activities. Specifically, entities are now required to provide disclosure of the following changes in liabilities arising from financing activities: • changes from financing cash flows;• changes arising from obtaining or losing control of subsidiaries or other businesses;• the effect of changes in foreign exchanges;• changes in fair values; and• other changes.

The effective date of the amendment is for years beginning on or after 01 January 2017.

The group expects to adopt the amendment for the first time in the 2018 financial statements.

The adoption of this amendment is not expected to impact on the results of the group, but may result in more disclosure than is currently provided in the financial statements.

Amendments to IAS 12: Recognition of Deferred Tax Assets for Unrealised Losses

In terms of IAS 12 Income Taxes, deferred tax assets are recognised only when it is probable that taxable profits will be available against which the deductible temporary differences can be utilised. The following amendments have been made, which may have an impact on the group:

If tax law restricts the utilisation of losses to deductions against income of a specific type, a deductible temporary difference is assessed in combination only with other deductible temporary differences of the appropriate type.

Additional guidelines were prescribed for evaluating whether the group will have sufficient taxable profit in future periods. The group is required to compare the deductible temporary differences with future taxable profit that excludes tax deductions resulting from the reversal of those deductible temporary differences. This comparison shows the extent to which the future taxable profit is sufficient for the entity to deduct the amounts resulting from the reversal of those deductible temporary differences.

The amendment also provides that the estimate of probable future taxable profit may include the recovery of some of an entity’s assets for more than their carrying amount if there is sufficient evidence that it is probable that the entity will achieve this.

The effective date of the amendment is for years beginning on or after 01 January 2017.

The group expects to adopt the amendment for the first time in the 2018 financial statements.

The adoption of this amendment is not expected to impact on the results of the group, but may result in more disclosure than is currently provided in the financial statements.




Group Company

Figures in Rand 2017 2016 2017 2016

3. Property, plant and equipment

Group 2017 2016Cost of

revaluationAccumulated depreciation Carrying Value

Cost or revaluation

Accumulated depreciation Carrying Value

Land and buildings 32 829 180 - 32 829 180 29 560 873 - 29 560 873Air-conditioners 960 838 (236 248) 724 590 747 812 (96 073) 651 739Furniture and fixtures 4 929 551 (1 569 609) 3 359 942 2 958 168 (1 504 964) 1 453 204Motor vehicles 194 621 (116 454) 78 167 194 621 (94 559) 100 062Office equipment 2 028 473 (1 220 089) 808 384 1 805 845 (1 024 997) 780 848IT equipment 4 154 015 (3 157 675) 996 340 3 626 085 (2 622 378) 1 003 707Computer software 1 314 280 (1 223 326) 90 954 1 242 594 (1 142 592) 100 002Leasehold improvements 338 804 (192 425) 146 379 338 804 (24 021) 314 783Capital - Work in progress 53 686 - 53 686 342 744 - 342 744Total 46 803 448 (7 715 826) 39 087 622 40 817 546 (6 509 584) 34 307 962

Company 2017 2016Cost of

revaluationAccumulated depreciation Carrying Value

Cost or revaluation

Accumulated depreciation Carrying Value

Furniture and fixtures 465 531 (16 741) 448 790 - - -Office equipment 231 982 (129 890) 102 092 210 445 (104 768) 105 677IT equipment 653 722 (437 376) 216 346 520 879 (241 975) 278 904Computer software 116 815 (79 416) 37 399 80 582 (46 555) 34 027Capital - Work in progress - - - 342 744 - 342 744Total 1 468 050 (663 423) 804 627 1 154 650 (393 298) 761 352

Reconciliation of property, plant and equipment - Group - 2017

Opening balance Additions Disposals Revaluations Depreciation

Closing balance

Land and buildings 29 560 873 156 519 - 3 111 788 - 32 829 180Air-conditioners 651 739 213 026 - - (140 175) 724 590Furniture and fixtures 1 453 204 2 285 704 (101 134) - (277 832) 3 359 942Motor vehicles 100 062 - - - (21 895) 78 167Office equipment 780 848 248 449 (10 838) - (210 075) 808 384IT equipment 1 003 707 588 772 - - (596 139) 996 340Computer software 100 002 71 688 - - (80 736) 90 954Leasehold improvements 314 783 - - - (168 404) 146 379Capital - Work in progress 342 744 53 686 (342 744) - - 53 686

34 307 962 3 617 844 (454 716) 3 111 788 (1 495 256) 39 087 622




Group Company

Figures in Rand 2017 2016 2017 2016

3. Property, plant and equipment - continued

Reconciliation of property, plant and equipment - Group - 2016

Opening balance Additions

Additions through

business combinations Disposals Revaluations Depreciation

Closing balance

Land and buildings - 27 701 544 - - 1 859 329 - 29 560 873Air-conditioners - 35 004 704 891 - - (88 156) 651 739Furniture and fixtures 967 412 423 129 356 654 (43 437) - (250 554) 1 453 204Motor vehicles - - 121 957 - - (21 895) 100 062Office equipment 291 390 450 884 184 494 (6 890) - (139 030) 780 848IT equipment 603 211 228 374 602 355 (26 326) - (403 907) 1 003 707Computer software 53 790 74 525 32 454 - - (60 767) 100 002Leasehold improvements 44 517 283 425 - - - (13 159) 314 783Capital - Work in progress - 342 744 - - - - 342 744

1 960 320 29 539 629 2 002 805 (76 653) 1 859 329 (977 468) 34 307 962

Reconciliation of property, plant and equipment - Company - 2017

Opening balance Additions Disposals Depreciation

Closing balance

Furniture and fixtures - 465 531 - (16 741) 448 790Office equipment 105 677 21 537 - (25 122) 102 092IT equipment 278 904 132 842 - (195 400) 216 346Computer software 34 027 36 234 - (32 862) 37 399Capital - Work in progress 342 744 - (342 744) - -

761 352 656 144 (342 744) (270 125) 804 627

Reconciliation of property, plant and equipment - Company - 2016Opening balance Additions Depreciation

Closing balance

Office equipment 116 218 13 034 (23 575) 105 677IT equipment 428 319 19 795 (169 210) 278 904Computer software 19 248 37 381 (22 602) 34 027Capital - Work in progress - 342 744 - 342 744

563 785 412 954 (215 387) 761 352

Property, plant and equipment encumbered as security

The following assets have been encumbered as security for the secured long-term borrowings. Please refer to note 16:

Land and buildingsErf 11104 East London (NFB House) is provided as security for the loan used to purchase the property.

19 374 437 16 521 870 - -

Details of properties Erf 11104 East London (NFB House) - Purchase price 14 040 671 14 040 671 - -- Revaluation since purchase 4 555 380 1 859 329 - -- Capitalised expenditure 778 386 621 870 - -

19 374 437 16 521 870 - -




Group Company

Figures in Rand 2017 2016 2017 2016

3. Property, plant and equipment - continued

Erf 76307 East London (Sherpa House)- Purchase price 13 000 000 13 000 000 - -- Revaluation since purchase 415 739 - - -- Capitalised expenditure 39 003 39 003 - -

13 454 742 13 039 003 - -

Registers with details containing the information required by Regulation 25(3) of the Companies Regulations, 2011 are available for inspection by shareholders or their duly authorised representatives at the registered office of the company and its respective subsidiaries.

4. Investment property

Group 2017 2016

ValuationAccumulateddepreciation Carrying value Valuation

Accumulateddepreciation Carrying value

Investment property 326 181 102 - 326 181 102 297 200 000 - 297 200 000

Reconciliation of investment property - Group - 2017Opening balance

Additions Fair value adjustments

Closing balance

Investment property 297 200 000 21 663 005 7 318 097 326 181 102

Reconciliation of investment property - Group - 2016

Opening balance Additions

Additions through

business combinations

Fair value adjustments

Closing balance

Investment property - 74 799 284 585 269 12 539 932 297 200 000

Pledged as securityCarrying value of assets pledged as security:

Erf 387 Butterworth 15 755 043 13 300 000 - -Erf 11031 & 11010 Cape Town 21 620 157 23 850 000 - -Erf 169827 Cape Town 22 597 995 21 100 000 - -Erf 28971 Cape Town 19 814 745 21 200 000 - -Erf 11034 & 11036 Durban 16 600 000 15 500 000 - -Erf 5991 East London 29 884 906 32 900 000 - -Erf 5992 East London 18 372 485 18 500 000 - -Erf 10015 East London 45 419 424 41 350 000 - -Erf 65432 East London 14 825 125 13 200 000 - -Erf 90 Mthatha 11 176 626 10 300 000 - -Erf 3197 & 3198 Port Elizabeth 18 438 525 19 450 000 - -Erf 2785 & 2786 Pretoria 16 483 099 17 300 000 - -Erf 8245 Queenstown 44 040 031 40 150 000 - -

295 028 161 288 100 000 - -




Group Company

Figures in Rand 2017 2016 2017 2016

4. Investment property - continued

The fair value of the following investment property was determined using the discounted cash flow method:

Erf 387, 388, 389 & 394 Buttterworth 15 755 043 13 300 000 - -Erf 11032, 11008, 11031 & 11010 Cape Town 21 620 157 23 850 000 - -Erf 28971 Cape Town 19 814 745 21 200 000 - -Erf 169827 Cape Town 22 597 995 21 100 000 - -Erf 11034 & 11036 Durban 16 600 000 15 500 000 - -B208 Simbithi Durban 1 620 578 1 800 000 - -Erf 5991 East London 29 844 906 32 900 000 - -Erf 5992 East London 18 372 485 18 500 000 - -Erf 10015 East London 45 419 424 41 350 000 - -Erf 33342 East London 8 099 182 7 300 000 - -Erf 65432 East London 14 825 125 13 200 000 - -Erf 90 Mthatha 11 176 626 10 300 000 - -Erf 3197 & 3198 Port Elizabeth 18 438 525 19 450 000 - -Erf 2785 & 2786 Pretoria 16 483 099 17 300 000 - -Erf 8245 Queenstown 44 040 031 40 150 000 - -Erf 61228 East London 22 251 569 - - -

326 959 490 297 200 000 - -

A register containing the information required by Regulation 25(3) of the Companies Regulations, 2011 is available for inspection at the registered office of the company.

Details of valuation

It is the policy of the group to obtain an independent valuation of all the investment property within a three year rolling period. More than one independent valuer may be used to provide the valuation.

The effective date of the revaluations was 28 February 2017. Revaluations were performed by K.G. Roux of Kevin Roux Properties, A.C. Freedman of David Newham Property Management Proprietary Limited and G. Schroder of API Property Group Tshwane Proprietary Limited. None of these independent companies are connected to the company and all three have recent experience in the location and category of the investment properties being valued. Properties B2018 Simbithi Durban and Erf 11034 and 11036 Durban were disposed of just subsequent to year end and were valued at their sale prices at balance sheet date.

The valuations were based on the use of properties by market participants that would maximise the value of the assets or the group of assets within which the assets will be used.

The significant inputs and assumptions in respect of the valuation process are developed in close consultation with management. The valuation process and fair value changes are reviewed by the group audit committee and the board of directors at each reporting date. The directors confirm that there have been no material changes to the assumptions applied by the registered valuers.

For investment property, totaling R297 405 474 (2016: R175 200 000), where external valuations were not obtained, the valuation was based on discounted cash flows. The following assumptions were used: Discount rates of between 9% and 10.5% were used depending on the type of building and the location thereof. The average discount rate came to 9.75%. A 12 month forecast was used, based on contractual increases ranging between 7% - 10%. The average increase is 8%.




Group Company

Figures in Rand 2017 2016 2017 2016

The directors have used capitalisation rates, comparable with the capitalisation rates used by Rode Valuations. As one of South Africa’s largest valuation firms, Rode annually values property portfolios which include shopping centres, agricultural property, residential, commercial and industrial property. Rode also undertakes municipal property valuations, as well as specialised valuations such as hotels, hospitals, bare dominiums, airports etc. The capitalisation rates take into account the location and type of property. Changes in capitalisation rates attributable to changes in market conditions can have a significant impact on property valuations. A 25 basis point increase in the average discount rate to 10%, will decrease the value of investment property by R8.5 million. A 25 basis point decrease in the capitalisation rate to 9.5%, will increase the value of investment property by R9 million.

The valuations were determined using income capitalisation based on current rentals for a 12 month period, based on contractual increases ranging between 7% - 10%, and significant unobservable inputs. These inputs include:

Vacancy rates: Based on current and expected future market conditions.

Maintenance costs: Including necessary investments to maintain functionality of the property for its expected useful life.

Capitalisation rates: Based on location size and quality of the properties and taking into account market data at the valuation date.

Amounts recognised in profit and loss for the year

Rental income from investment property 51 793 499 44 848 625 - -Direct operating expenses from rental generating property (21 200 426) (17 189 738) - -

30 593 073 27 658 887 - -

The fair value measurement qualifies as a level 2 input in terms of IFRS 13 Fair value adjustment.

5. Goodwill

Group 2017 2016

CostAccumulated

impairment Carrying value CostAccumulated

impairment Carrying value

Goodwill 82 604 170 - 82 604 170 82 604 170 - 82 604 170

Reconciliation of goodwill - Group - 2017Opening balance Total

Independent Executor and Trust Proprietary Limited 1 029 071 1 029 071NFB Finance Brokers Eastern Cape Proprietary Limited 18 249 826 18 249 826NFB Finance Brokers Gauteng Proprietary Limited 54 036 408 54 036 408NFB Finance Brokers Western Cape Proprietary Limited 32 811 32 811NFB Insurance Brokers (Border) Proprietary Limited 3 029 540 3 029 540NVest Properties Ltd 2 393 697 2 393 697NVest Property Services Proprietary Limited 430 623 430 623NVest Securities Proprietary Limited 3 402 194 3 402 194

82 604 170 82 604 170




Group Company

Figures in Rand 2017 2016 2017 2016

5. Goodwill - continued

Reconciliation of goodwill - Group - 2017

Opening balance

Additions through

business combinations

Additions through

merger of business

operations Total

Independent Executor and Trust (Pty) Ltd 1 029 071 - - 1 029 071NFB Finance Brokers Eastern Cape (Pty) Ltd 18 249 826 - - 18 249 826NFB Finance Brokers Gauteng (Pty) Ltd - 54 036 408 - 54 036 408NFB Finance Brokers Western Cape (Pty) Ltd 32 811 - - 32 811NFB Insurance Brokers (Border) (Pty) Ltd 3 029 540 - - 3 029 540NVest Properties Ltd - 2 393 697 - 2 393 697NVest Property Services (Pty) Ltd 130 623 - 300 000 430 623NVest Securities (Pty) Ltd 3 402 194 - - 3 402 194

25 874 065 56 430 105 300 000 82 604 170

The group classifies the various companies within the group as separate cash generating units. The value of the cash generating units to which goodwill has been allocated has been determined based on a comparable market price-earnings ratio of companies that are listed on the JSE in similar industries in that of which NVest Financial Holdings Ltd operates, to assess whether there are any indications of impairment of the goodwill relating to these cash generating units.

A price-earnings ratio of 7 was applied for this assessment and represents the average price-earnings ratio of these listed companies as identified, reduced by a discount of 30%, as NVest Financial Holdings Ltd is a smaller capitalised and less matured entity as the comparable listed companies. Based on this valuation, the recoverable amounts of the cash generating units were determined to be higher than the relevant portion of goodwill and therefore no impairment was necessary.

If a price-earnings ratio of 6.3 was applied for this assessment, which represents a 10% decrease in the determined price-earnings ratio used, the recoverable amounts of the cash generating units, were still higher than the relevant portion of goodwill.

6. Investment

Investment

The following table lists the investment in the group:

Group

Name of company Held by% ownership

interest% ownership

interestCarrying amount

Carrying amount

2017 2016 2017 2016

FWJK Cape Town Proprietary Limited NVest Properties Limited 8.08 % -% 9 686 370 -Johannesburg 2 Properties Proprietary Limited NVest Properties Limited 8.08 % -% - -

9 686 370 -

Refer to note 37 - Capital commitment and guarantees.




Group Company

Figures in Rand 2017 2016 2017 2016

7. Interests in subsidiaries including consolidated structured entities

The following table lists the entities which are controlled directly or indirectly by the company, and the carrying amounts of the investments in the company's separate financial statements.

Company

Name of company% holding

2017% holding

2016Carrying

amount 2017Carrying

amount 2016

Independent Executor and Trust Proprietary Limited 70.00 % 70.00 % 84 84NFB Asset Management Proprietary Limited 100.00 % 100.00 % 120 120NFB Finance Brokers Eastern Cape Proprietary Limited 100.00 % 100.00 % 17 263 691 17 263 691NFB Finance Brokers Gauteng Proprietary Limited 100.00 % 100.00 % 62 700 000 62 700 000NFB Finance Brokers Port Elizabeth Proprietary Limited 65.00 % 65.00 % 260 260NFB Finance Brokers Western Cape Proprietary Limited 100.00 % 100.00 % 20 074 20 074NFB Insurance Brokers (Border) Proprietary Limited 76.67 % 76.67 % 2 282 974 2 282 974NVest Properties Limited 100.00 % 96.00 % 33 524 268 29 524 268NVest Property Services Proprietary Limited 80.00 % 76.00 % 82 420 2 420NVest Securities Proprietary Limited 100.00 % 100.00 % 2 608 436 2 608 436

118 482 123 114 402 123118 482 327 114 402 327

Changes in ownership interest which did not result in loss of control

The following schedule represents the impact of changes in ownership interest of subsidiaries where control was not lost, on the equity attributable to owners of the group:

Purchase of 4 shares in NVest Properties Limited from non-controlling interest, increasing ownership interest from 96% to 100% - - 4 000 000 -Purchase of 1 share in NVest Properties Limited from non-controlling interest, increasing ownership interest from 95% to 96% - - - 1 020 656Purchase of 4 shares in NVest Property Services Proprietary Limited from non-controlling interest, increasing ownership from 76% to 80% - - 80 000 -Transfer of 8 shares in NVest Property Services Proprietary Limited, increasing owndership interest from 68% to 76% - - - (10 837)

- - 4 080 000 1 009 819

8. Investments in associate

The following table lists the associate in the group. The company is directly held by NVest Financial Holdings Ltd and shares the same reporting date.

Group

Name of company% ownership interest 2017

% ownership interest 2016

Carrying amount 2017

Carrying amount 2016

Horwath Financial Services SA Proprietary Limited 33.33 % 33.33 % 100 100




Group Company

Figures in Rand 2017 2016 2017 2016

9. Other financial assets

At fair value through profit or loss Unit trusts - Sanlam Collective Investment Surplus Fund 10 348 526 5 386 551 - -Investec Unit Trust Fund - 4 125 239 - -Unit trusts - Various (Equity Funds) 10 000 9 000 - -The carrying amount of the above investments are measured at fair value through profit or loss.

10 358 526 9 520 790 - -

At amortised cost Fercurius Proprietary Limited 150 000 150 000 - -The carrying amount of the investment is measured at cost because it is impracticable to determine its fair value without undue cost or effort.

Held to maturity Cadiz Asset Management - Social Responsibility Investment 457 126 136 000 - -

The maturity date of the investment is 31 January 2018 with an option to renew for a minimum of 5 years. Annual valuations are done by Empowerdex. Total other financial assets 10 965 652 9 806 790 - -

Non-current assetsAt fair value through profit or loss 10 000 9 000 - -At amortised cost 150 000 150 000 - -Held to maturity 457 126 136 000 - -

617 126 295 000 - -

Current assetsAt fair value through profit or loss 10 348 526 9 511 790 - -

10 965 652 9 806 790 - -

Fair value information

Financial assets at fair value through profit or loss are recognised at fair value, which is therefore equal to their carrying amounts.

The following classes of financial assets at fair value through profit or loss are measured to fair value using quoted market prices:• Sanlam Collective Investment Surplus Fund• Investec Unit Trust Fund• Other Unit Trust Funds

Fair value hierarchy of financial assets at fair value through profit or loss

For financial assets recognised at fair value, disclosure is required of a fair value hierarchy which reflects the significance of the inputs used to make the measurements.

Level 1 represents those assets which are measured using unadjusted quoted prices for identical assets.

Level 2 applies inputs other than quoted prices that are observable for the assets either directly (as prices) or indirectly (derived from prices).

Level 3 applies inputs which are not based on observable market data.




Group Company

Figures in Rand 2017 2016 2017 2016

9. Other financial assets - continued

Level 1 Unit trusts 10 358 526 9 520 790 - -

Level 3Fecurius Proprietary Limited 150 000 150 000 - -

10 508 526 9 670 790 - -

Currencies

Financial assets at fair value through profit or loss are denominated in Rand.

Held to maturity investments past due but not impaired

At 28 February 2017, no held to maturity investments were past due or impaired and provided for.

Fair values of loans and receivables

The carrying amount of loans and receivables approximates its fair value.

Loans and receivables past due but not impaired

At 28 February 2017, none of the loans and receivables were impaired and provided for. The carrying amounts of loans and receivables are denominated in Rand.




Group Company

Figures in Rand 2017 2016 2017 2016

10. Deferred tax

Deferred tax liabilityAccelerated capital allowances for tax purposes (15 953 223) (11 379 784) 121 467 106 652Other deferred tax liability 130 636 51 859 - -Total deferred tax liability (15 822 587) (11 327 925) 121 467 106 652

Deferred tax assetPrepaid expenses 487 328 322 236 - -Tax losses available for set off against future taxable income 41 289 29 674 - -Total deferred tax asset 528 617 351 910 - -

Deferred tax liability (15 822 587) (11 327 925) 121 467 106 652Deferred tax asset 528 617 351 910 - -Total net deferred tax (liability) asset (15 293 970) (10 976 015) 121 467 106 652

Reconciliation of deferred tax asset / (liability)At beginning of year (10 976 015) 543 414 106 652 94 850Reversing / (Originating) temporary difference on tangible fixed assets 3 271 (6 400) 714 1 961(Originating) temporary difference movement on revaluation of investment property (4 267 060) (2 688 560) - -Reversing / (Originating) temporary difference on prepaid expenses (5 847) 11 533 (7 940) (6 744)(Originating) temporary difference on operating lease asset (308 778) (395 961) - -Reversing / (Originating) temporary difference movement on revaluation of investments 18 647 (23 379) - -(Reversing) / Originating temporary difference movement on income received in advance 122 063 (130 206) - -(Reversing) / Originating temporary difference on provision for payroll benefits (14 415) 2 450 19 843 (3 477)Prior period adjustment 6 475 - - -Originating temporary difference movement on provision for audit fees 23 593 51 834 2 198 20 062Originating temporary difference movement on assessed loss 104 096 57 177 - -

Obtained through business combinations: - - - -Temporary difference on tangible assets - (99 940) - -Temporary difference on fair value adjustment on investment property - (6 968 165) - -Temporary difference on prepaid expenses - (28 000) - -Temporary difference on operating lease asset - (1 834 609) - -Temporary difference on income received in advance - 168 959 - -Temporary difference on provision for payroll benefits - 355 718 - -Temporary difference on provision for audit fees - 8 120 - -

(15 293 970) (10 976 015) 121 467 106 652



Group Company

Figures in Rand 2017 2016 2017 2016

11. Loans to (from) related parties

SubsidiariesNFB Finance Brokers Eastern Cape Proprietary Limited - - 38 979 106 659Independent Executor and Trust Proprietary Limited - - 1 049 089 1 050 000NFB Asset Management Proprietary Limited - - (486) -NVest Securities Proprietary Limited - - 53 686 45 105NFB Finance Brokers Port Elizabeth Proprietary Limited - - 100 000 102 382NFB Finance Brokers Gauteng Proprietary Limited - - 13 716 -NFB Finance Brokers Western Cape Proprietary Limited - - - 2 917NVest Property Services Proprietary Limited - - 150 000 116 850The above loans are unsecured, bear no interest, and are repayable on demand.NFB Insurance Brokers (Border) Proprietary Limited - - 258 829 387 441The loan is unsecured, bears interest at the SARS official rate and is repayable on demand.NVest Securities Proprietary Limited - - 2 000 000 2 000 000The loan is unsecured, bears interest at the SARS official rate and is repayable on demand.NVest Properties Limited - - 121 129 129 89 088 990The loan is unsecured, bears interest at variable rates ranging between 7.75% and 9.5%. The loan is repayable on demand.

- - 124 792 942 92 900 344

Entities under common managementBatting Properties Trust - (116 667) - -The loan is unsecured, bears no interest, and was repaid during the current financial year

Current assets - - 124 793 428 92 900 344Current liabilities - (116 667) (486) -

- (116 667) 124 792 942 92 900 344

12. Loans to (from) shareholders

S.C. Pope 196 683 247 406 - -M. Wolmarans 392 656 447 585 - -

589 339 694 991 - -

The above loans are unsecured, bear interest at the official SARS rate and are repayable on demand.

Fair value of loans to and from shareholders

The carrying amount of loans to and from shareholders approximates its fair value.

Loans to shareholders impaired

As of 28 February 2017, none of the loans to shareholders were impaired and provided for.



Group Company

Figures in Rand 2017 2016 2017 2016

13. Trade and other receivables

Deposits 569 772 568 432 - -Interest receivable 1 601 184 271 456 70 962 116 959Prepayments 1 261 749 493 970 98 060 69 705Staff loans 140 068 41 477 25 350 -Sundry debtors 6 160 198 2 707 816 14 279 -Trade receivables 7 152 392 8 236 069 - -Unclaimed commissions 150 000 - - 6 598

17 035 363 12 319 220 208 651 193 262

Fair value of trade and other receivables

The carrying amounts of trade and other receivables approximate their fair value.

Trade and other receivables impaired

As at 28 February 2017, no trade and other receivables were past due or impaired and provided for.

Currencies

The carrying amount of trade and other receivables are denominated in Rand.

14. Cash and cash equivalents

Cash and cash equivalents consist of:Cash on hand 9 453 9 328 - -Bank balances 115 441 725 132 359 388 64 598 550 88 971 231

115 451 178 132 368 716 64 598 550 88 971 231

The total amount of undrawn facilities available for future operating activities and commitments 200 000 200 000 - -

R27 122 168 has been ceded as a guarantee. Please refer to note 37.

Credit quality of cash at bank and short term deposits, excluding cash on hand

All cash at bank and short term deposits, excluding cash on hand, are held by major, reputable institutions.

Credit rating Investec Bank PLC- BBB- 54 762 844 68 018 342 52 883 993 66 962 335Nedbank Limited - BBB- 59 376 109 61 391 614 11 714 557 22 008 896The Standard Bank of South Africa Limited - BBB- 1 272 772 2 949 432 - -

115 411 725 132 359 388 64 598 550 88 971 231



Group Company

Figures in Rand 2017 2016 2017 2016

15. Share capital

Authorised1 000 000 Ordinary shares with no par value 1 000 000 000 1 000 000 000 1 000 000 000 1 000 000 000

Reconciliation of number of shares issued:Reported as at 01 March 302 741 722 178 879 362 302 741 722 178 879 3621,000,000 ordinary shares at R1.90 on 31 August 2015 - 1 000 000 - 1 000 00023,856,569 ordinary shares at R3.35 on 19 June 2015 - 23 856 569 - 23 856 569Issue of shares - ordinary shares - 26 250 000 - 26 250 000Acquisition of 50% of NVest Properties Limited - 13 514 069 - 13 514 069Acquisition of NFB Finance Brokers Gauteng Proprietary Limited - 33 000 000 - 33 000 000Purchase of loan account - 26 241 722 - 26 241 722

302 741 722 302 741 722 302 741 722 302 741 722

Reconciliation of stated capital:Reported as at 01 March 324 779 200 53 982 677 324 779 200 53 982 6771,000,000 ordinary shares at R1.90 on 31 August 2015 - 1 900 000 - 1 900 00023,856,569 ordinary shares at R3.35 on 19 June 2015 - 79 919 506 - 79 919 506Issue of shares - ordinary shares - 24 825 972 - 24 825 972Acquisition of 50% of NVest Properties Limited - 27 974 223 - 27 974 223Acquisition of NFB Finance Brokers Gauteng Proprietary Limited - 62 700 000 - 62 700 000Purchase of loan account - 73 476 822 - 73 476 822

324 779 200 324 779 200 324 779 200 324 779 200

Issued Ordinary 324 779 200 324 779 200 324 779 200 324 779 200

There are no special rights, preference nor restrictions, on the distribution and capital repayments of share, save as provided for in the NVest Financial Holdings Limited Share Incentive Scheme.

20 500 000 of the unissued ordinary shares are specifically reserved for the NVest Financial Holdings Limited Share Incentive Scheme. During the current financial year 1 725 000 options were granted, of which 500 000 options lapsed by the end of the financial year end.



Group Company

Figures in Rand 2017 2016 2017 2016

16. Other financial liabilities

Commercial notes - Held at amortised costSeries 1 10 000 000 10 000 000 - -These commercial notes are unsecured and issued at a nominal value of R 1,000,000 each and has a maturity date of October 2019. Interest is raised at 8% per annum, payable monthly and escalating annually by 5%.

Series 2 5 400 000 5 400 000 - -These commercial notes are unsecured and issued at a nominal value of R 1,000,000 each and has a maturity date of September 2020. Interest is raised at 8% per annum, payable monthly and escalating annually by 5%.

Series 3 9 000 000 9 000 000 - -These commercial notes are unsecured and issued at a nominal value of R 1,000,000 each and has a maturity date of June 2017. Interest is raised at 8% per annum, payable monthly and escalating annually by 5%.

Series 4 4 300 000 4 300 000 - -These commercial notes are unsecured and issued at a nominal value of R 1,000,000 each and has a maturity date of July 2017. Interest is raised at 8% per annum, payable monthly and escalating annually by 5%.

Series 5 5 000 000 5 000 000 - -These commercial notes are unsecured and issued at a nominal value of R 1,000,000 each and has a maturity date of July 2019. Interest is raised at 8% per annum, payable monthly and escalating annually by 5%.

Public offer (03/10/2012 - 31/12/2012) 35 080 000 35 080 000 - -Issued with a minimum nominal value of R100 000 each on 1 January 2013 with a redemption date of 5 years and 1 day from issue date. The commercial notes bear interest at 7.5% per annum, escalating annually by 5%.

68 780 000 68 780 000 - -

Held at amortised costErf 61228 East London 8 888 854 - - -The loan is unsecured, bears interest at 0.4% below the prime lending rate and is subject to monthly instalments of R 132,668.98. The fixed property is pledged as security over the bond.

Erf 387, 389 & 394 Butterworth 2 248 208 3 100 703 - -Loan term of 10 years, bears interest at 0.6% below the prime lending rate and is subject to monthly instalments of R 57,876.48. The fixed property is pledged as security over the bond.

Erf 11032, 11008, 11031 & 11010 Cape Town 6 899 185 8 490 931 - -Loan term of 10 years, bears interest at 0.7% below the prime lending rate and is subject to monthly instalments of R 129,744.40. The fixed property is pledged as security over the bond.



Group Company

Figures in Rand 2017 2016 2017 2016

16. Other financial liabilities - continued

Erf 28971 Cape Town 19 276 747 7 643 862 - -Loan term of 10 years, bears interest at 0.7% below the prime lending rate and is subject to monthly instalments of R 116,793.27. The fixed property is pledged as security over the bond.

Erf 11034 & 11036 Durban - 2 798 328 - -Loan term of 10 years, bears interest at 0.6% below the prime lending rate and is subject to monthly instalments of R 53,930.91. The fixed property is pledged as security over the bond.

Erf 5995 East London 4 505 664 5 673 744 - -Loan term of 10 years, bears interest at 0.6% below the prime lending rate and is subject to monthly instalments of R 90,887.21. The fixed property is pledged as security over the bond.

Erf 10015 Mdantsane, East London 8 150 073 10 885 540 - -Loan term of 10 years, bears interest at 0.6% below the prime lending rate and is subject to monthly instalments of R 193,361.24. The fixed property is pledged as security over the bond.

Erf 90 Mthatha 1 727 354 2 366 737 - -Loan term of 10 years, bears interest at 0.6% below the prime lending rate and is subject to monthly instalments of R 43,724.00. The fixed property is pledged as security over the bond.

Erf 3197 & 3198 Port Elizabeth 5 597 956 6 994 608 - -Loan term of 10 years, bears interest at 0.7% below the prime lending rate and is subject to monthly instalments of R 110,044.74. The fixed property is pledged as security over the bond.

Erf 2785 & 2786 Pretoria 3 755 408 4 903 905 - -Loan term of 10 years, bears interest at 0.6% below the prime lending rate and is subject to monthly instalments of R 83,977.94. The fixed property is pledged as security over the bond.

Erf 8245 Queenstown 4 812 436 6 733 673 - -Loan term of 10 years, bears interest at 0.6% below the prime lending rate and is subject to monthly instalments of R 128,366.24. The fixed property is pledged as security over the bond.

Erf 169827 Cape Town 7 384 760 8 967 747 - -Loan term of 10 years, bears interest at 0.7% below the prime lending rate and is subject to monthly instalments of R 133,314.32. The fixed property is pledged as security over the bond.





Group Company

Figures in Rand 2017 2016 2017 2016

16. Other financial liabilities - continued


Nedbank cash loan 1 4 000 000 4 000 000 - -Loan term of 5 years, bears interest at 0.6% below the prime lending rate and is subject to interest only monthly instalments of R 33,632.88. The capital amount is due on 27 May 2020. Erf 8245 is pledged as security over the bond.

Nedbank cash loan 2 1 000 000 1 000 000 - -Loan term of 5 years, bears interest at 0.6% below the prime lending rate and is subject to interest only monthly instalments of R 8,408.22. The capital amount is due on 27 May 2020. Erf 8245 Queenstown is pledged as security over the bond.

103 884 864 103 761 541 - -172 664 864 172 541 541 - -

Non-current liabilitiesAt amortised cost - Commercial notes 64 480 000 53 380 000 - -At amortised cost - Other 90 816 862 103 761 541 - -

155 296 862 157 141 541 - -

Current liabilitiesAt amortised cost - Other 4 300 000 15 400 000 - -At amortised cost 13 068 002 - - -

17 368 002 15 400 000 - -172 664 864 172 541 541 - -

17. Provisions

Reconciliation of provisions - Group - 2017Opening balance Additions

Reversed during the

year Total

Provision for audit fees 576 121 651 984 (576 121) 651 984

Reconciliation of provisions - Group - 2016Opening balance Additions

Reversed during the

year Total


Reconciliation of provisions - Company - 2017Opening balance Additions

Reversed during the

year Total


Reconciliation of provisions - Company - 2016Opening balance Additions

Reversed during the

year Total




Group Company

Figures in Rand 2017 2016 2017 2016

18. Trade and other payables

Accrued bonuses 874 668 1 291 448 86 305 84 385Accrued expenses 19 051 068 19 728 074 178 225 464 390Accrued leave pay 2 190 036 1 719 588 442 027 373 079Dividend Withholding Tax 877 449 283 815 - -Sundry creditors 1 136 496 1 324 461 61 386 16 548Value Added Tax 2 761 442 2 816 973 52 092 51 640

26 891 159 27 164 359 820 035 990 042

19. Revenue

Rendering of services 234 639 250 182 541 409 142 416 34 080Rental income on investment property 40 911 188 25 918 246 2 089 243 1 940 040Commission received (call) 817 278 736 176 - -Rental recoveries 11 262 494 7 247 611 - -

287 630 210 216 443 442 2 231 659 1 974 120

20. Cost of sales

Rendering of services 91 004 044 67 469 044 - -

21. Other income

Administration and management fees received 315 174 199 465 5 844 097 5 494 933Call dealing profit 350 331 142 418 227 1 408Proft share from joint venture 2 866 437 1 807 661 - -Recoveries - - 19 263 29 793Other income 469 935 602 803 - -

4 001 877 2 752 347 5 863 587 5 526 134

22. Fair value adjustments

Other financial assets 179 181 125 239 - -Fair value gains (Investment property) 7 318 097 12 539 932 - -

7 497 278 12 665 171 - -



Group Company

Figures in Rand 2017 2016 2017 2016

23. Operating profit (loss)

Operating profit (loss) for the year is stated after charging (crediting) the following, amongst others:

Auditor’s remunerationAudit fees 944 678 1 042 184 177 417 480 707

Remuneration, other than to employeesAdministrative and managerial services 1 352 830 615 042 - -Consulting and professional services 1 686 570 1 281 019 747 371 513 103

3 039 400 1 896 061 747 371 513 103

Employee costsSalaries, wages, bonuses and other benefits 64 850 572 49 047 688 8 390 648 6 608 383

LeasesOperating lease chargesPremises 5 273 320 2 638 021 2 090 360 1 940 907Equipment 232 813 144 850 - -

5 506 133 2 782 871 2 090 360 1 940 907

24. Investment income

Dividend incomeFrom group entities:Subsidiaries - Local - Company - - 34 627 767 26 295 679Subsidiaries - Local - Group 894 610 765 066 - -Associates - Local 333 333 - - -Total dividend income 1 227 943 765 066 34 627 767 26 295 679

Interest incomeFrom investments in financial assets:Bank 11 279 597 7 140 788 5 914 628 5 036 587Trade and other receivables 145 137 97 945 - -Debt instruments held to maturity 3 428 197 4 399 952 6 536 277 4 399 952SARS interest 11 677 1 173 - -From loans to group and other related parties:Subsidiaries 77 284 34 907 3 049 000 139 422Total interest income 14 941 892 11 674 765 15 499 905 9 575 961

Total investment income 16 169 835 12 439 831 50 127 672 35 871 640

25. Finance costs

Related parties 5 448 453 5 687 372 - 857 977Non-current borrowings 17 172 838 11 095 905 31 484 31Tax authorities 14 104 37 404 - 885Total finance costs 22 635 395 16 820 681 31 484 858 893



Group Company

Figures in Rand 2017 2016 2017 2016

26. Taxation

Major components of the tax expense

CurrentLocal income tax - current period 22 066 685 17 814 188 3 082 126 1 629 209

DeferredOriginating and reversing temporary differences 3 620 915 2 613 065 (14 815) (11 802)

25 687 600 20 427 253 3 067 311 1 617 407

Reconciliation of the tax expense

Reconciliation between applicable tax rate and average effective tax rate.

Applicable tax rate 28.00 % 28.00 % 28.00 % 28.00 %

Exempt dividend income (0.98)% (0.27)% -% (22.96)%Tax loss used -% (0.02)% -% -%Capital gains tax effect on revaluation 1.98 % (1.48)% -% -%Prior year temporary differences not raised 0.03 % (0.19)% -% -%Non-deductible expenses (fines, penalties, donations) 0.04 % 0.03 % -% -%Relating to equity accounting investments -% (0.50)% -% -%

29.07 % 25.57 % 28.00 % 5.04 %

27. Earnings per share

Reconciliation of basic to headline earnings: Gross Net Gross Net

Earnings attributable to equity holders of the parent - 60 978 205 - 57 949 279Re-measurements included in equity accounted earningsof associates - - (1 440 949) (1 037 483)Fair value adjustment of investment property (7 318 097) (5 678 843) (12 539 932) (10 201 486)Profit/Loss on sale of fixed assets 56 010 71 946 33 301 23 977Restatement of CGT inclusion rate - 470 498 - -

55 841 806 46 734 287

Earnings per share as presented on the Statement of Profit or Loss and Other Comprehensive Income is based on the weighted average number of 302 741 722 ordinary shares in issue (2016: 248 935 830).

There are no dilutive instruments.



Group Company

Figures in Rand 2017 2016 2017 2016

28. Cash generated from (used in) operations

Profit before taxation 87 755 707 79 914 752 45 582 448 32 071 247Adjustments for:Depreciation and amortisation 1 495 256 977 468 270 125 215 387Losses on disposals, scrappings and settlements of assetsand liabilities 56 010 33 301 - -Income from equity accounted investments - (1 440 949) - -Dividend income (1 227 943) (765 066) (34 627 767) (26 295 679)Interest income (14 941 892) (11 674 765) (15 499 905) (9 575 961)Finance costs 22 635 395 16 820 681 31 484 858 893Fair value adjustments (7 497 278) (12 665 171) - -Movements in operating lease assets and accruals (1 102 779) (1 289 535) - -Movements in provisions 75 863 289 799 7 850 71 650Other non-cash items 175 772 (13 035) - -Changes in working capital:Trade and other receivables (4 712 733) (2 297 090) (15 389) 158 093Trade and other payables (273 200) (4 718 365) (170 007) 51 128

82 438 178 63 172 025 (4 421 161) (2 445 242)

29. Tax paid

Balance at beginning of the year 845 348 (404 897) (59 316) (12 308)Current tax for the year recognised in profit or loss (22 066 685) (17 814 188) (3 082 126) (1 629 209)Adjustment in respect of businesses sold and acquired during the year including exchange rate movements - (1 378 507) - -Balance at end of the year (676 888) (845 349) (43 354) 59 316

(21 898 225) (20 442 941) (3 184 796) (1 582 201)

30. Dividends paid

Balance at beginning of the year - (62 541 938) - (62 541 938)Dividends (30 576 914) (23 625 715) (30 576 914) (23 323 377)

(30 576 914) (86 167 653) (30 576 914) (85 865 315)Dividends paid are partly from capital profits.

31. Financial assets by category

The accounting policies for financial instruments have been applied to the line items below:

Group - 2017

Loans and receivables

Fair value through profit or loss - held

for trading

Held to maturity

investmentsAvailable-

for-sale Total

Cash and cash equivalents - - - 115 451 178 115 451 178Loans to shareholders 589 339 - - - 589 339Other financial assets - 9 891 400 457 126 - 10 348 526Trade and other receivables 17 035 363 - - - 17 035 363

17 624 702 9 891 400 457 126 115 451 178 143 424 406



Group Company

Figures in Rand 2017 2016 2017 2016

31. Financial assets by category - continued

Group - 2016

Loans and receivables

Fair value through profit or loss - held

for trading

Held to maturity

investmentsAvailable-

for-sale Total

Cash and cash equivalents - - - 132 368 716 132 368 716Loans to shareholders 694 991 - - - 694 991Other financial assets - 9 670 790 136 000 - 9 806 790Trade and other receivables 11 825 250 - - - 11 825 250

12 520 241 9 670 790 136 000 132 368 716 154 695 747

Company - 2017 Loans and receivables

Available-for-sale Total

Cash and cash equivalents - 64 598 550 64 598 550Loans to related parties 1 625 320 - 1 625 320Trade and other receivables 208 651 - 208 651

1 833 971 64 598 550 66 432 521

Company - 2016 Loans and receivables

Available-for-sale Total

Cash and cash equivalents - 88 971 231 88 971 231Loans to related parties 92 900 343 - 92 900 343Trade and other receivables 123 557 - 123 557

93 023 900 88 971 231 181 995 131

32. Financial liabilities by category

The accounting policies for financial instruments have been applied to the line items below:

Group - 2017 Financial liabilities at

amortised cost Total

Other financial liabilities 172 664 864 172 664 864Trade and other payables 24 129 717 24 129 717

196 794 581 196 794 581

Group - 2016 Financial liabilities at


Loans from related parties 116 667 116 667Other financial liabilities 172 541 543 172 541 543Trade and other payables 22 627 798 22 627 798

195 286 008 195 286 008

Company - 2017 Financial liabilities at


Loans from related parties 486 486Trade and other payables 767 943 767 943

768 429 768 429

Company - 2016 Financial liabilities at


Trade and other payables 565 323 565 323



Group Company

Figures in Rand 2017 2016 2017 2016

33. Directors' emoluments

Board of directors

2017

EmolumentsDirector’s

remunerationFringe

benefits Allowances CommissionRetirement

benefitsRisk

benefits

Company contribution

- UIF & SDL Total

A.D. Godwin - 1 619 666 70 148 173 615 4 350 580 243 600 - 63 546 6 521 155A.V. Kent 286 346 - 45 753 120 000 953 761 42 000 27 546 15 879 1 491 285F.T. Knox 410 861 685 209 47 945 77 727 15 073 106 811 23 960 14 237 1 381 823J. Goldberg - 127 500 - - - - - 1 721 129 221J.P. Ross-Smith - 31 250 - - - - - 586 31 836L.J. Weldon - 71 354 - - - - - 1 011 72 365M. Estment 440 000 - 109 176 - 6 907 011 40 775 - - 7 496 962S.R. Kwatsha - 113 125 - - - - - 1 577 114 702

1 137 207 2 648 104 273 022 371 342 12 226 425 433 186 51 506 98 557 17 239 349

2016Emoluments

Annual bonus

Fringe benefits

Allowancesreceived Commission

Retirement benefits

Risk benefits Total

A.D. Godwin 1 527 790 38 685 68 387 120 000 4 958 894 243 600 52 769 7 010 125A.V. Kent 478 704 - 78 007 130 676 2 568 656 360 007 44 865 3 660 915B.A. Russell - - 63 149 - 176 798 18 648 - 258 595B.J. Connellan 817 914 429 480 28 783 129 180 4 637 132 593 27 813 1 570 400F.T. Knox 812 152 388 688 59 141 80 037 17 718 99 100 28 282 1 485 118G.R. Ramsay 847 128 - 96 983 120 000 6 646 419 240 000 33 919 7 984 449J. Goldberg 75 000 - 1 147 - - - - 76 147J.P. Ross-Smith 75 000 - 1 147 - - - - 76 147M. Estment 240 000 - 185 570 - 6 836 962 - - 7 262 532P.B. Bartlett - - 24 051 - 2 353 258 221 600 28 787 2 627 696Q. Barnard 477 943 326 704 10 658 72 641 - 77 082 24 555 989 583R.M. McIntyre - - 64 551 5 019 6 379 969 162 000 39 856 6 651 395S.R. Kwatsha 75 000 - 1 147 - - - - 76 147T.H. McClure - - 60 297 - 2 485 377 117 600 31 667 2 694 941

5 426 631 1 183 557 743 018 657 553 32 428 688 1 672 230 312 513 42 424 190

34. Related parties

RelationshipsSubsidiaries Refer to note 7Associates Refer to note 8Entities under common management Sherpa House 61 Proprietary LimitedShareholders P.B. Bartlett

T.H. McClure S.C. Pope M. Wolmarans The Rayner Sparg Trust



Group Company

Figures in Rand 2017 2016 2017 2016

34. Related parties - continued

Related party balances

Loan accounts - Owing (to) by related partiesBatting Properties Trust - (116 667) - -Independent Executor and Trust Proprietary Limited - - 1 050 000 1 050 000NFB Finance Brokers Eastern Cape Proprietary Limited - - 38 979 106 659NFB Finance Brokers Port Elizabeth Proprietary Limited - - 100 000 102 382NFB Finance Brokers Western Cape Proprietary Limited - - - 2 917NFB Insurance Brokers (Border) Proprietary Limited - - 258 829 432 545NVest Properties Limited - - 121 129 129 89 088 990NVest Property Services Proprietary Limited - - 150 000 116 850NVest Securities Proprietary Limited - - 2 053 686 2 000 000S.C. Pope 196 683 247 406 - -M. Wolmarans 392 656 447 585 - -NFB Asset Management Proprietary Limited - - (606) -

Related party transactions

Interest paid to (received from) related partiesP.B. Bartlett - (4 354) - -T.H. McClure - (3 763) - -S.C. Pope (17 527) (17 222) - -The Rayner Sparg Trust - 395 665 - -NVest Securities Proprietary Limited - - (156 013) (136 684)M. Wolmarans (33 821) (14 947) - -NFB Insurance Brokers (Border) Proprietary Limited - - (26 141) -NVest Properties Limited - - (9 403 123) -

Commission paid to (received from) related parties NFB Insurance Brokers (Border) Proprietary Limited - - (33 019) (26 600)

Rent paid to (received from) related partiesNFB Finance Brokers Eastern Cape Proprietary Limited - - (1 453 255) (1 419 003NVest Properties Limited - - (63 280) (57 649)NVest Securities Proprietary Limited - - (504 791) (463 388)NVest Properties Limited - - 2 094 103 -NVest Property Services Proprietary Limited - - (67 916) -Sherpa House 61 Proprietary Limited - 825 107 - -

Administration fees paid to (received from) related partiesIndependent Executor and Trust Proprietary Limited - - (211 666) (214 859)NFB Finance Brokers Eastern Cape Proprietary Limited - - (3 542 116) (3 310 389)NFB Finance Brokers Port Elizabeth Proprietary Limited - - (164 588) (153 821)NFB Insurance Brokers (Border) Proprietary Limited - - (685 099) (605 279)NVest Properties Limited - - (218 794) (255 600)NVest Property Services Proprietary Limited - - (109 396) (34 080)NVest Securities Proprietary Limited - - (1 021 834) (954 985)



Group Company

Figures in Rand 2017 2016 2017 2016

34. Related parties - continued

Dividends paid to (received from) related partiesNFB Asset Management Proprietary Limited - - (547 767) (89 020)NFB Finance Brokers Eastern Cape Proprietary Limited - - (12 700 000) (11 500 000)NFB Finance Brokers Gauteng Proprietary Limited - - (5 400 000) (3 500 000)NVest Securities Proprietary Limited - - (14 000 000) (11 100 000)NFB Finance Brokers Port Elizabeth Proprietary Limited - - (130 000) -Independent Executor and Trust Proprietary Limited - - (700 000) -NFB Insurance Brokers (Border) Proprietary Limited - - (1 150 000) -

35. Risk management

Capital risk management

The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The capital structure of the group consists of debt, which includes the borrowings disclosed in notes 11, 12 & 16 cash and cash equivalents disclosed in note 14, and equity as disclosed in the statement of financial position.

In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The directors review the management accounts of the group on a monthly basis and discusses the progress with local management. There were no changes in the group’s approach to capital management during the year. There are no externally imposed capital requirements.

There have been no changes to what the entity manages as capital, the strategy for capital maintenance or externally imposed capital requirements from the previous year.

Financial risk management

The group’s activities expose it to a variety of financial risks: market risk (including fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk.

The group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the group’s financial performance. The directors provide written principles for overall risk management, as well as written policies covering specific areas, such as interest rate risk, credit risk and investment of excess liquidity.

Liquidity risk

The group’s risk to liquidity is a result of the funds available to cover future commitments. The group manages liquidity risk through an ongoing review of future commitments and credit facilities.

Cash flow forecasts are prepared and adequate utilised borrowing facilities are monitored.

The table below analyses the group’s financial liabilities and net-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.



Group Company

Figures in Rand 2017 2016 2017 2016

35. Risk management - continued

Group

At 28 February 2017 Less than1 year

Other financial liabilities 172 664 864Trade and other payables 24 129 717


Other financial liabilities 172 541 543Trade and other payables 22 627 798Loans from related parties 116 667

Company


Trade and other payables 767 943Loans from related parties 486


Trade and other payables 565 323

Interest rate risk

As the group has no significant interest-bearing assets, the group’s income and operating cash flows are substantially independent of changes in market interest rates.

The group’s interest rate risk arises from cash and cash equivalents.

Credit risk

Credit risk is managed on a group basis.

Credit risk consists mainly of cash deposits, cash equivalents and trade debtors. The company only deposits cash with major banks with high quality credit standing and limits exposure to any one counter-party.

Trade receivables comprise a widespread customer base. Risk control assesses the credit quality of the customer, taking into account its financial position, past experience and other factors.

No credit limits were exceeded during the reporting period, and management does not expect any losses from nonperformance by these counterparties.

Financial assets exposed to credit risk at year end were as follows:

Financial instrumentGroup- 2017

Group- 2016

Company- 2017

Company- 2016

Cash and cash equivalents 115 733 013 132 368 716 64 598 550 88 971 231Other financial assets 10 965 652 9 806 790 - -Trade and other receivables 18 362 772 12 405 726 208 651 193 262Loans to shareholders 589 459 694 991 - -Loans to related parties - - 123 248 108 91 240 754

Foreign exchange risk

The group is not exposed to foreign exchange risk.



Group Company

Figures in Rand 2017 2016 2017 2016

36. Contingencies

No contingencies identified.

37. Capital commitment and guarantees

The entity has a capital commitment of R27 122 168 in respect of the purchase of Office Suites 16 and 17 in a new sectional title office and retail development at 68 Mellville Road, Illovo, Johannesburg, with expected completion date March 2018. The entity issued a letter of guarantee with funds held by NVest Financial Holdings Limited in Investec Corporate Cash Manager ceded as security. Refer note 14.

NVest Properties Limited issued a guarantee and indemnity limited to R14 220 075 in favour of Investec Bank Limited in respect of the obligations of FWJK Cape Town Proprietary Limited. Refer note 6

38. Events after the reporting period

No events after the reporting period have been identified.

39. Segmental reporting

2017Revenue

Profit before tax Assets Liabilities

Segments:Insurance broking 16 481 791 2 938 385 8 930 913 1 908 534Wealth management 210 770 800 59 242 687 74 473 276 27 438 369Administration of estates and trusts 2 876 360 710 926 2 780 163 1 248 021Property services 57 084 226 17 020 856 392 836 384 313 546 233Other 2 231 659 45 582 448 309 052 404 923 021Inter-company eliminations (1 814 626) (37 739 595) (177 253 345) (129 562 201)

287 630 210 87 755 707 610 819 795 215 501 977

2016Revenue

Profit before tax Assets Liabilities

Segments:Insurance broking 13 375 030 2 311 125 8 451 418 2 044 678Wealth management 165 001 045 50 163 307 64 738 078 27 899 998Administration of estates and trusts 4 263 972 1 798 718 3 227 048 1 206 774Property services 35 390 248 20 178 076 344 099 773 275 713 439Other 1 974 120 32 071 246 297 335 169 1 144 009Inter-company eliminations (3 560 973) (26 607 720) (140 264 956) (96 634 195)

216 443 442 79 914 752 577 586 530 211 374 703

The segment defined by “Other” includes the holding company, minor operating segments and investment in associates. All the operating segments of the group operate in South Africa.

40. Share options

NVest Financial Holdings Ltd operate the NVest Financial Holdings Ltd Share Incentive Scheme (“the Scheme”). The purpose of the Scheme is to attract, motivate, reward and retain participants who are able to influence the performance of the Group, on a basis which aligns their interests with those of the Company’s shareholders.

The NVest Financial Holdings Ltd Board is responsible for the operation and administration of the Scheme, and, subject to applicable Laws, has discretion to decide whether and on what basis the Scheme shall be operated, which may include but not be limited to the delegation of the administration of the Scheme to a Compliance Officer or any third party appointed by the Board, but excluding any executive director of the Company.



Group Company

Figures in Rand 2017 2016 2017 2016

40. Share options - continued

Analysis of share options granted to directors is detailed as follows:

Reconciliation of share options

Director Option vesting date

Subscription price (Rand)

Outstanding as at 1 March

2016

Granted during the

period

Lapsed/ cancelled during the

period

Exercised during the

period

Outstanding as at 28

February 2017

B.J. Connellan 15 July 2016 1.98 - 500 000 - - 500 000R.M. McIntyre 15 July 2016 1.98 - 500 000 (500 000) - -A. Duvenhage 15 July 2016 1.98 - 200 000 - - 200 000M. Wolmarans 15 July 2016 1.98 - 50 000 - - 50 000F.T. Knox 15 July 2016 1.98 - 25 000 - - 25 000C. Lemmon 1 December 2016 1.82 - 500 000 - - 500 000

- 1 775 000 (500 000) - 1 275 000

The share options granted have been valued at grant date using the Black-Scholes model, based on the following assumptions:

2017 2016

Exercise price (Rand) 1.82 - 1.98 -Expected life (Years) 3.00 -Expected volatility (%) 25.00 -Risk-free interest rate (%) 7.45 -

Average expected dividend yield (%)4.5

(semi-annually) -

41. Comparative figures

Certain comparative figures have been reclassified.

The effects of the reclassification are as follows:

Statement of Financial PositionLoans to related parties - Non-Current - - - (91 240 754)Loans to related parties - Current - - - 91 240 754


ANALYSIS OF SHAREHOLDERSNVest shareholder spread as at February 2017 is set out below:

Type of shareholdersNumber of

ShareholdersNumber of

SharesPercentage

holding %Individuals 914 44 075 215 14,56

Close Corporations 5 73 716 0,02

Nominees, Companies, Financial Institutions, Trusts and other 330 258 593 331 85,42

Total 1 332 302 741 722 100,00

Size of Shareholding Number of

Shareholders Number of

Shares Percentage

Holding%1 – 10 000 (Yellow highlight) 974 8 542 445 2,82

10 001 – 25 000 (Grey highlight) 148 2 802 551 0,93

25 001 – 100 000 85 4 394 859 1,45

100 001 – 500 000 19 4 726 927 1,56

500 001 and over 22 282 274 940 93,24

Total 1 332 302 741 722 100,00

Public vs. non-public Number of

shareholders Number of

Shares Percentage

Holding% NON-PUBLIC- GODWIN TRUST (Associate of director of NVest) 1 75 680 000 25,00

- THE RAYNER SPARG TRUST 1 76 300 221 25,20

- THE GAVIN RAMSAY FAMILY TRUST (Associate of director of a subsidiary) 1 42 000 000 13,87

- DIRECTORS OF NVEST (held in own name and via Trust) 7 29 882 588 9,9

- DIRECTORS OF SUBSIDIARY COMPANIES (Held in own name and via Trust) 20 53 228 835 17,6

- ASSOCIATES OF DIRECTORS OF NVEST AND SUBSIDIARIES 7 2 142 640 0,7

- RESTRICTED EMPLOYEES 1 90 000 0,03

PUBLIC 1 201 23 417 438 7,70

Total 1 239 302 741 722 100,00

Shareholders holding more than 4% Number of

shareholders Number of

Shares Percentage

Holding% - MICHAEL ESTMENT FAMILY TRUST 1 14 275 801 4,72

- THE GAVIN RAMSAY FAMILY TRUST 1 42 000 000 13,87

- THE ANDREW AND HEATHER KENT TRUST 1 14 200 000 4,69

- GODWIN TRUST 1 75 680 000 25,00

- THE RAYNER SPARG TRUST 1 76 300 221 25,20

Total 5 222 456 022 73,48

The information above is based on the NVest share register as at 24 February 2017 and 302 741 722 total number of share in issue.



Company Name NVest Financial Holdings Limited

Date and placeof incorporation

3 July 2008– Republic of South Africa

CompanyRegistration Number 2008/015990/06

Nature of business and principal activities Financial Services

Directors Jonathan GoldbergChairman – Independent Non-Executive Director

Siviwe Relebohile KwatshaIndependentNon-Executive Director

Lana Joy WeldonIndependent Non-Executive Director

Dylan SchemelNon-Executive Director

Anthony Denis GodwinGroup CEO – Executive Director

Frank Terence KnoxGroup Finance Director – Executive Director

Andrew Vincent KentExecutive Director

Michael EstmentExecutive Director

Registered office NFB House, 42 Beach Road,Nahoon,East London, 5241

Postal address PO Box 8132,Nahoon, 5210,East London

Stockbroker NVest SecuritiesProprietary Limited(Registration Number 2008/015192/07)(Member of the JSE Limited)Financial Services Board Licence, No: 44699,NFB House,42 Beach Road, Nahoon, 5241

Auditors Grant Thornton Cape Inc.Chartered Accountants SA(Registration Number 2010/016204/21)6th Floor, 119 Hertzhog Boulevard,Foreshore, Cape Town, 8001,(PO Box 2275, Cape Town, 8001)

Attorney Cooper Conroy Bell and Richards Inc(Registration Number 1983/013472/21)26 Pearce Street,Berea,East London,Eastern Cape

Secretary Brendan Joseph ConnellanNFB House, 42 Beach Road,Nahoon,East London, 5241

Designated Advisor Arbor Capital Sponsors Proprietary Limited(Registration number 2006/033725/07)Ground Floor, One Health Building,Woodmead,North Office Park,54 Maxwell Drive,Woodmead, 2157

Transfer Secretaries Computershare Investor Services Proprietary Limited Registration Number 2004/003647/07) 70 Marshall Street,Johannesburg, 2001,(PO Box 61051 Marshalltown, 2107)

GENERALINFORMATION



Notice is hereby given that the annual general meeting of shareholders of the Company will be held at 11:00 on Monday, 21 August 2017 at 42 Beach Road, East London to consider, and if deemed fit, to pass, with or without modifications, the resolutions set out below.

Electronic Participation in the Annual General Meeting

Please note that the Company intends to make provisions for shareholders of the Company, or their proxies, to participate in the annual general meeting by way of electronic communication. Should you wish to participate in the annual general meeting by way of electronic communication, you will need to contact the Company Secretary at [email protected] by not later than 11:00 on Friday, 18 August 2017, so that the Company can provide for a teleconference dial-in facility. Please ensure that if you are participating in the meeting via teleconference that the voting proxies be sent through to the transfer secretaries, namely Computershare Investor Services Proprietary Limited, Rosebank Towers 15 Biermann Avenue Rosebank, 2196 (PO Box 61051 Marshalltown, 2107) by no later than 11:00 on Thursday, 17 August 2017. No changes to voting instructions after this time and date can be accepted unless the Chairman of the meeting is satisfied as to the identification of the electronic participant.

Certificated Shareholders or own-name dematerialised shareholders may attend and vote at the annual general meeting, or alternatively appoint a proxy to attend, speak and, in respect of the applicable resolutions, vote in their stead by completing the attached form of proxy and returning it to the transfer secretaries at Rosebank Towers 15 Biermann Avenue Rosebank, 2196 (PO Box 61051 Marshalltown, 2107), to be received by no later than 11:00 on 18 August 2017 for administrative purposes or thereafter to the Company by hand before the commencement of the meeting.

The board of directors of the Company has determined that the record date for the purpose of determining which shareholders of the Company are entitled to receive notice of this annual general meeting is Friday, 11 August 2017 and the record date for purposes of determining which shareholders of the Company are entitled to participate in and vote at the annual general meeting is Friday 18 August 2017. Accordingly, only shareholders who are registered in the register of members of the Company on Friday, 18 August 2017 will be entitled to participate in and vote at the annual general meeting. The last date to trade in order to be entitled to participate in and vote at the annual general meeting is Tuesday, 15 August 2017.

1. Ordinary resolution number 1 – Annual financial statements

“RESOLVED THAT the annual financial statements of the Company and its subsidiaries for the year ended 28 February 2017, together with the reports of the directors, auditor, Audit and Risk Committee, Remuneration Committee and the Social and Ethics Committee, be received, considered and adopted.”

Explanatory Note:The annual financial statements are required to be approved in terms of the Companies Act, 2008 (No 71 of 2008) (“the Act”). The minimum percentage of voting rights that is required for ordinary resolution 1 to be adopted is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast on this resolution.

2. Ordinary resolution number 2 – Re-appointment and remuneration of auditors

“RESOLVED THAT the re-appointment of Grant Thornton Cape Inc. as the auditors of the Company, with Mr Imtiaaz Hashim as designated auditor at partner

NVEST FINANCIAL HOLDINGS LIMITED(Incorporated in the Republic of South Africa)

(Registration number 2008/015990/06)(“NVest” or “the Company”)

DIRECTORSAnthony Godwin (CEO)* Jonathan Goldberg (Chairman)**

Frank Knox (CFO)* Siviwe Kwatsha **

Andrew Kent * Professor Lana Joy Weldon**

Michael Estment* Dylan Schemel***

Executive* Independent non-executive** Non-executive***

NOTICE OF AGM AND PROXY


status, be and is hereby approved and that the directors be and are hereby authorised to determine the remuneration of the auditors.”

Explanatory Note:Grant Thornton Cape Inc. has indicated their willingness to be reappointed as the Company’s auditors until the next annual general meeting. The Company’s Audit and Risk Committee has satisfied itself as to the independence of Grant Thornton Cape Inc. The Audit and Risk Committee has the power in terms of the Act to approve the remuneration of the external auditors. The remuneration and non-audit fees paid to the auditors during the year ended 28 February 2017 are contained in note 17 of the annual financial statements.

The minimum percentage of voting rights that is required for this resolution to be adopted is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast in favour of the resolution.

3. Ordinary resolution number 3 – Appointment of director - Professor Lana Joy Weldon

“RESOLVED THAT the appointment of Professor Lana Joy Weldon as an Independent Non-Executive Director of the Company be and is hereby approved.”

Professor Lana Weldon’s curriculum vitae is set out on page 10 of this integrated annual report to which this notice is attached.

4. Ordinary resolution number 4 – Director retirement and re-election – Jonathan Goldberg

“RESOLVED THAT Jonathan Goldberg, which director retires in terms of the Company’s memorandum of incorporation (“MOI”) and, being eligible, offers himself for re-election as a director of the Company be and is hereby approved.”

Jonathan Goldberg’s curriculum vitae is set out on page 9 of this integrated annual report to which this notice is attached.

Explanatory note for ordinary resolutions 3 to 4:In accordance with the MOI of the Company, one-third of the non-executive directors or any interim appointed non-Executive directors are required to retire at each annual general meeting and may offer themselves for re-election. In terms of the MOI the executive directors, during the period of their service contract, are not taken into account when determining which directors are to retire by rotation.

The minimum percentage of voting rights that is required for each of ordinary resolutions 3 to 4 to be adopted is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast on each resolution.

5. Ordinary resolution number 5 – Re-appointment of Audit and Risk

Committee member – Jonathan Goldberg

“RESOLVED THAT Jonathan Goldberg be and is hereby re-appointed as member of the Audit and Risk Committee.”

6. Ordinary resolution number 6 – Re-appointment of Audit and Risk

Committee member – Siviwe Relebohile Kwatsha

“RESOLVED THAT Siviwe Relebohile Kwatsha be and is hereby approved to be re-appointed as a member of the Audit and Risk Committee.”

Siviwe Kwatsha’s curriculum vitae is set out on page 10 of this integrated annual report to which this notice is attached.

7. Ordinary resolution number 7 – Appointment of Audit and Risk Committee member – Professor Lana Joy Weldon

“RESOLVED THAT Professor Lana Joy Weldon be and is hereby approved to be appointed as a member and chairman of the Audit and Risk Committee.”

Explanatory note for ordinary resolutions 5 to 7:In accordance with Section 94 of the Act, the Company must elect an audit committee at each annual general meeting, comprising at least three members, which members must be approved by shareholders at such a meeting.

The minimum percentage of voting rights that is required for each of ordinary resolutions 5 to 7 to be adopted is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast on each resolution.

8. Ordinary resolution number 8 – Approval of Remuneration Policy

“RESOLVED THAT the Remuneration Policy, a summary of which has been tabled below, be and is hereby approved.”

Remuneration Policy Summary:The Remuneration Policy in place is to remunerate executive directors primarily on an incentive basis through bonuses, commission, profit share arrangements and/or share incentives based on performance, details of which are set out on page 36 of the integrated annual report forming part of this notice. Where monthly remuneration is paid, this is market related.

Full details of the Remuneration policy are set out in the Remuneration Report on page 36 of the integrated annual report.



Explanatory Note:Chapter 2 of King III dealing with boards and directors requires companies to every year table their remuneration policy to shareholders for a non-binding advisory vote at the annual general meeting. This vote enables shareholders to express their views on the remuneration policy adopted and on their implementation.

This ordinary resolution is of an advisory nature only and failure to pass this resolution will therefore not have any legal consequences relating to existing arrangements. However the board will take the outcome of the vote into consideration when considering the Company’s remuneration policy.

The minimum percentage of voting rights that is required for this ordinary resolution to be adopted is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast on the resolution.

9. Ordinary resolution number 9 – General authority to allot and issue shares for cash

“Resolved that, subject to the provisions of the Act, the Listings Requirements of the JSE and the company’s memorandum of incorporation, as a general authority valid until the next annual general meeting of the company and provided that it shall not extend past 15 months from the date of this annual general meeting, the authorised but unissued ordinary shares of the company be and are hereby placed under the control of the directors who are hereby authorised to allot, issue, grant options over or otherwise deal with or dispose of these shares to such persons at such times and on such terms and conditions and for such consideration whether payable in cash or otherwise, as the directors may think fit, provided that:

- the shares which are the subject of the issue for cash must be of a class already in issue, or where this is not the case, must be limited to such equity securities or rights that are convertible into a class already in issue;

- this authority shall not endure beyond the next annual general meeting of the company nor shall it endure beyond 15 months from the date of this meeting;

- the shares must be issued only to public shareholders (as defined in the Listings Requirements of the JSE) and not to related parties (as defined in the Listings Requirements of the JSE);

- upon any issue of shares which, together with prior issues during any financial year, will constitute 5% or more of the number of shares of the class in issue, the Company shall by way of an announcement on Stock Exchange News Service (“SENS”), give full details thereof, including the effect on the net asset value of the company and earnings per share;

- the number of ordinary shares issued for cash shall not, in the current financial year, in aggregate, exceed 50% or 151,370,861 of the Company’s issued ordinary shares (including securities which are compulsorily convertible into shares of that class); and

- the maximum discount at which shares may be issued is 10% of the weighted average traded price of

the company’s shares over the 30 business days prior to the date that the price of the issue is determined or agreed by the directors of the Company.”

Explanatory Note:This ordinary resolution is required in terms of the Listings Requirements of the JSE in order for shareholders to place the authority to issue shares for cash under the control of the directors.

In order for this resolution to be adopted, it must be approved by 75% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

10. Special resolution number 1: General authority to acquire (repurchase) shares

“RESOLVED THAT, subject to the approval of 75% of the shareholders present in person and by proxy, and entitled to vote at the annual general meeting, the Company and/or any subsidiary of the Company is hereby authorised, by way of a general authority, from time to time, to acquire ordinary shares in the share capital of the Company from any person in accordance with the requirements of the MOI, the Act and the JSE Listings Requirements, provided that:

- any such acquisition of ordinary shares shall be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement with the counterparty;

- this general authority shall be valid until the earlier of the Company’s next annual general meeting or the variation or revocation of such general authority by special resolution at any subsequent general meeting of the Company, provided that it shall not extend beyond 15 months from the date of passing of this special resolution number 1;

- an announcement will be published as soon as the Company or any of its subsidiaries have acquired ordinary shares constituting, on a cumulative basis, 3% of the number of ordinary shares in issue and for each 3% in aggregate of the initial number acquired thereafter, in compliance with paragraph 11.27 of the JSE Listings Requirements;

- acquisitions of shares in aggregate in any one financial year may not exceed 5% of the Company’s ordinary issued share capital, as the case may be, as at the date of passing of this special resolution number 1;

- ordinary shares may not be acquired at a price greater than 10% above the weighted average of the market value at which such ordinary shares are traded on the JSE as determined over the five business days immediately preceding the date of acquisition of such ordinary;

- the Company has been given authority by its memorandum of incorporation;

- the board of directors authorises the acquisition and that the Company passed the solvency and liquidity test, as set out in Section 4 of the Act, and that since the solvency and liquidity test was performed there have been no material changes to the financial position of the Company;


- in terms of section 48 (2)(b) of the Act, the board of a subsidiary Company may determine that it will acquire shares of its holding company, but (i) not more than 10%, in aggregate, of the number of issued shares of any class of shares of a Company may be held by, or for the benefit of, all of the subsidiaries of that Company, taken together; and (ii) no voting rights attached to those shares may be exercised while the shares are held by the subsidiary, and it remains a subsidiary of the Company whose shares it holds;

- in terms of section 48 (8)(b) of the Act, the repurchase of any shares is subject to the requirements of sections 114 and 115 if, considered alone, or together with other transactions in an integrated series of transactions, it involves the acquisition by the Company of more than 5% of the issued shares of any particular class of the Company’s shares;

- at any point in time, the Company and/or its subsidiaries may only appoint one agent to effect any such acquisition;

- the Company and/or its subsidiaries undertake that they will not enter the market to so acquire the Company’s shares until the Company’s designated advisor has provided written confirmation to the JSE regarding the adequacy of the Company’s working capital in accordance with Schedule 12 of the Listings Requirements of the JSE; and

- the Company and/or its subsidiaries may not acquire any shares during a prohibited period, as defined in the Listings Requirements of the JSE unless a repurchase programme is in place, where dates and quantities of shares to be traded during the prohibited period are fixed and full details of the programme have been disclosed in an announcement over the SENS prior to the commencement of the prohibited period.

Explanatory Note:The reason for and effect of this special resolution is to grant the Company and its subsidiaries a general authority to facilitate the acquisition by the Company and/or its subsidiaries of the Company’s own shares, which general authority shall be valid until the earlier of the next annual general meeting of the Company or the variation or revocation of such general authority by special resolution at any subsequent general meeting of the Company, provided that this general authority shall not extend beyond 15 months from the date of the passing of this special resolution number 1.

Any decision by the directors, after considering the effect of an acquisition of up to 5% of the Company’s issued ordinary, as the case may be, to use the general authority to acquire shares of the Company will be taken with regard to the prevailing market conditions and other factors and provided that, after such acquisition, the directors are of the opinion that:

- the Company and its subsidiaries will be able to pay their debts in the ordinary course of business;

- recognised and measured in accordance with the accounting policies used in the latest audited annual group financial statements, the assets of

the Company and its subsidiaries will exceed the liabilities of the Company and its subsidiaries;

- the share capital and reserves of the Company and its subsidiaries will be adequate for the purposes of the business of the Company and its subsidiaries; and

- the working capital of the Company and its subsidiaries will be adequate for the purposes of the business of the Company and its subsidiaries, for the period of 12 months after the date of the notice of the annual general meeting. The Company will ensure that its designated advisor will provide the necessary letter on the adequacy of the working capital in terms of the Listings Requirements of the JSE, prior to the commencement of any purchase of the Company’s shares on the open market.

The JSE Listings Requirements require, in terms of section 11.26, the following disclosures, which appear in this annual report:

- Major shareholders – refer to page 91 of this integrated annual report.

- Share capital of the Company – refer to page 76 of this integrated annual report.

Litigation statementIn terms of paragraph 11.26 of the JSE Listings Requirements, the directors, whose names appear on pages [8 - 10] of this integrated annual report, are not aware of any legal or arbitration proceedings that are pending or threatened, that may have or had in the recent past, being at least the previous 12 months, a material effect on NVest’s financial position.

Directors’ responsibility statementThe directors, whose names appear on pages [8 - 10] of this integrated annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to this special resolution and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statements false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this special resolution contains all information required by law and the JSE Listings Requirements.

Material changesOther than the facts and developments reported on in this integrated annual report, there have been no material changes in the financial or trading position of the Company and its subsidiaries since the date of signature of the audit report and up to the date of the notice of annual general meeting. The directors have no specific intention, at present, for the Company or its subsidiaries to acquire any of the Company’s shares but consider that such a general authority should be put in place should an opportunity present itself to do so during the year, which is in the best interests of the Company and its shareholders.

The directors are of the opinion that it would be in the best interests of the Company to extend such general authority and thereby allow the Company or any of its subsidiaries to be in a position to acquire the shares



issued by the Company through the order book of the JSE, should the market conditions, tax dispensation and price justify such an action.

The minimum percentage of voting rights that is required for this special resolution to be adopted is 75% (seventy five percent) of the voting rights plus 1 (one) vote to be cast on this resolution.

11. Special resolution number 2 – Non-Executive Directors’ remuneration

“RESOLVED THAT the approval of the remuneration payable to the independent non-executive directors:

For the period commencing 21 August 2017, being the date that the fees are approved by shareholders, until the date of the Annual General Meeting to be held in 2018 will be as follows:

Member Fee (R)All Independent non-executive directors R82 500.00

Additional amount payable to Company Chairperson

R16 500.00

Additional amount payable to Audit and Risk Committee Chairperson

R11 000.00

Additional amount payable to Social and Ethics Committee Chairperson

R11 000.00

Additional amount payable to Remuneration Committee Chairperson

R11 000.00

The above is subject to individual independent non-executive directors remaining as directors until said dates, failing which they will only be entitled to a pro rata portion of the above amounts for the relevant period.

The shareholders further note that the Company is in the process of reviewing its remuneration policy and as such resolves that the Directors have the authority to increase all fees stipulated above by a maximum of 150%.”

Explanatory Note:In terms of Section 66(9) of the Act, shareholders are required to approve the remuneration of directors.

The minimum percentage of voting rights that is required for this special resolution to be adopted is 75% (seventy five percent) of the voting rights plus 1 (one) vote to be cast on this resolution.

12. Special resolution number 3 – General authority to enter into funding agreements, provide loans or other financial assistance

“RESOLVED that in terms of Section 45 of the Act, as amended, the Company be and is hereby granted a general approval authorising that the board authorise the company to provide direct or indirect financial assistance to a director or prescribed officer of the company or of a related or inter-related

company, or to a related or inter-related company or corporation, or to a member of a related or inter-related corporation, or to a person related to any such company, corporation, director, prescribed officer or member, subject to subsections (3) and (4) of Section 45 of the Companies Act.

Explanatory noteSection 45 of the Companies Act provides, among other things, that, except to the extent that the memorandum of incorporation of a company provides otherwise, the board may authorise the company to provide direct or indirect financial assistance (which includes lending money, guaranteeing a loan or other obligation and securing any debt or obligation) to a related or inter-related company or corporation, including a subsidiary of the company incorporated in or outside of the Republic of South Africa, provided that such authorisation shall be made pursuant to a special resolution of the shareholders adopted within the previous two years, which approved such assistance either for the specific recipient or generally for a category of potential recipients and the specific recipient falls within that category. In order for this resolution to be adopted, the support of at least 75% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required

13. Special resolution number 4 – Authority to issue shares, securities convertible into shares or rights that may exceed 30% of the voting power of the current issued share capital

“RESOLVED that: the authorised but unissued shares of the Company be and are hereby placed under the control of the directors (to the extent that this is necessary in terms of the MOI) and the Directors be and are hereby authorised, to the extent required in terms of section 41(3) of the Companies Act, to allot and issue such number of shares in the authorised but unissued share capital of the Company as may be required for purposes of issuing shares, securities convertible into shares, or rights exercisable for shares in a transaction or series of integrated transactions notwithstanding the fact that such number of ordinary shares may have voting power equal to or in excess of 30% of the voting rights of all ordinary shares in issue immediately prior to such issue. This authority specifically includes the authority to allot and issue any ordinary shares in the authorised but unissued share capital of the Company to any underwriter(s) of a rights or claw-back offer (whether or not such underwriter is a related party to Visual (as defined for purposes of the Listings Requirements) and/or person falling within the ambit of section 41(1) of the Companies Act, being a director, future director, prescribed officer or future prescribed officer of the Company or a person related or inter-related to the Company or related or inter-related to a Director or prescribed officer of the Company or a nominee of any of the foregoing persons.”


Reason for and effect of Special Resolution Number 4The reason for special resolution number 4 is to:

• obtain approval from the shareholders of the Company, in terms of the provisions of sections 41(1) and (3) of the Companies Act (to the extent required), to issue additional ordinary shares in the authorised but unissued share capital of the Company to enable the Company to issue shares, securities convertible into shares, or rights exercisable for shares in a transaction or series of integrated transactions notwithstanding the fact that such number of ordinary shares may have voting power equal to or in excess of 30% of the voting rights of all ordinary shares in issue immediately prior to such issue; and

• to provide for the possibility of such shares being issued to persons and parties considered to be related and/or inter-related parties as defined in section 2 of the Companies Act, 2008 and the Listings Requirements of the Johannesburg Stock Exchange (“JSE”), which issue will be subject to the JSE Listings Requirements.

In order for this resolution to be adopted, the support of at least 75% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the AGM and entitled to exercise voting rights on the resolution is required.

Voting and ProxiesCertificated shareholders and dematerialised shareholders with “own name” registration.

If you are unable to attend the annual general meeting to be held at 11:00 on Monday 21 August 2017 at 42 Beach Road, East London and wish to be represented thereat, you should complete and return the attached form of proxy in accordance with the instructions contained therein and lodge it with, or post it to, the transfer secretaries, namely Computershare Investor Services Proprietary Limited, Rosebank Towers 15 Biermann Avenue Rosebank

(PO Box 61051 Marshalltown, 2107), to be received by no later than 11:00 on 18 August 2017 for administrative purposes or thereafter to the Company by hand before the commencement of the meeting.

Dematerialised shareholders, other than those with “own name” registrationIf you hold dematerialised shares in NVest through a Central Securities Depository Participant (“CSDP”) or broker and do not have an “own name” registration, you must timeously advise your CSDP or broker of your intention to attend and vote at the annual general meeting or be represented by proxy thereat in order for your CSDP or broker to provide you with the necessary authorisation to do so, or should you not wish to attend the annual general meeting in person, you must timeously provide your CSDP or broker with your voting instruction in order for the CSDP or broker to vote in accordance with your instruction at the annual general meeting.

Each shareholder, whether present in person or represented by proxy, is entitled to attend and vote at the annual general meeting. On a show of hands every shareholder who is present in person or by proxy shall have one vote, and, on a poll, every shareholder present in person or by proxy shall have one vote for each share held by him/her.

A form of proxy (white) which sets out the relevant instructions for use is attached for those members who wish to be represented at the annual general meeting of members. Duly completed forms of proxy must be lodged with the transfer secretaries of the Company to be received by no later than 11:00 on 18 August 2017 for administrative purposes or thereafter to the Company by hand before the commencement of the meeting.

By order of the Board

Brendan ConnellanCOMPANY SECRETARY22 May 2017



NVEST FINANCIAL HOLDINGS LIMITED (Incorporated in the Republic of South Africa)

(Registration number 2008/015990/06)(“NVest” or “the Company”)

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 (“shareholders”) at the annual general meeting of NVest to be held at 11:00 on Monday, 21 August 2017 at 42 Beach Road, East London.

I/We (please print) ______________________________________________________________________________________________________

of (address) ____________________________________________________________________________________________________________

being the holder/s of _______________________________________ ordinary shares of no par value in NVest, appoint (see note 1):

1. _________________________________________________________ or failing him,

2. _________________________________________________________ or failing him,

3. the chairperson of the annual general meeting,

as my/our proxy to act for me/us and on my/our behalf at the annual general meeting which will be held for the purpose of considering, and if deemed fit, passing, with or without modification, the resolutions to be proposed thereat and at any adjournment thereof; and to vote for and/or against the resolutions 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

For Against Abstain

Ordinary Resolution Number 1 –Adoption of annual financial statements

Ordinary Resolution Number 2 – Re-appointment and remuneration of auditors

Ordinary Resolution Number -3Appointment of director – Professor Lana Joy Weldon

Ordinary Resolution Number -4Director retirement and re-election – Jonathan Goldberg

Ordinary Resolution Number 5 -Re-appointment of Audit and Risk Committee member – Jonathan Goldberg

Ordinary Resolution Number 6 – Re-appointment of Audit and Risk Committee member – Siviwe Relebohile Kwatsha

Ordinary resolution number 7 –Appointment of Audit and Risk Committee member and chairman – Professor Lana Joy Weldon

Ordinary Resolution Number 8 – Approval of Remuneration Policy

Ordinary Resolution Number 9 – General authority to allot and issue shares for cash

Special Resolution Number 1 – General authority to acquire (repurchase) shares

Special Resolution Number 2 – Non-Executive Directors’ remuneration


Special Resolution Number 3 – General authority to enter into funding agreements, provide loans or other financial assistance

Special resolution number 4 – Authority to issue shares, securities convertible into shares or rights that may exceed 30% of the voting power of the current issued share capital

Signed at ____________________________________ on _____________________________________ 2017

Signature ____________________________________

Assisted by me (where applicable) __________________________________________________________

Name ________________________________________ Capacity ___________________________________

Signature ____________________________________

1. Certificated shareholders and dematerialised shareholders with “own name” registration

If you are a certificated shareholder or have dematerialised your shares with “own name” registration and you are unable to attend the annual general meeting of NVest shareholders to be held at 11:00 on Monday, 21 August 2017at 42 Beach Road, East London and wish to be represented thereat, you must complete and return this form of proxy in accordance with the instructions contained herein and lodge it with, or post it to, the transfer secretaries, namely Computershare Investor Services Proprietary Limited, Rosebank Towers 15 Biermann Avenue Rosebank (PO Box 61051 Marshalltown, 2107),no later than 11:00 on 18 August 2017 for administrative purposes or thereafter to the Company by hand before the commencement of the meeting..

2. Dematerialised shareholders other than those with “own name” registration

If you hold dematerialised shares in NVest through a CSDP or broker other than with an “own name” registration, you must timeously advise your CSDP or broker of your intention to attend and vote at the annual general meeting or be represented by proxy thereat, in order for your CSDP or broker to provide you with the necessary authorisation to do so, or should you not wish to attend the annual general meeting in person, you must timeously provide your CSDP or broker with your voting instruction in order for the CSDP or broker to vote in accordance with your instruction at the annual general meeting.

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 Central Securities Depository Participant (“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 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 form will not be effective at the meeting unless received at the registered office of the Company at 42 Beach Road, East London, Republic of South Africa, not later than 11:00 on 18 August 2017 for administrative purposes or thereafter to the Company by hand before the commencement of the meeting.2017.

3. 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.

4. 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.

5. 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.

6. If6.1 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

6.2 the shareholder gives contrary instructions in relation to any matter; or

6.3 any additional resolution/s which are properly put before the meeting; or

6.4 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 voting in any of the circumstances referred to in 6.1 to 6.4, then the proxy shall comply with those instructions.

7. 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:

7.1 it is accompanied by a certified copy of the authority given by the shareholder to the signatory; or

7.2 the Company has already received a certified copy of that authority.

8. 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.

9. Any alterations made in this form of proxy must be initialled by the authorised signatory/ies.

10. This proxy form is revoked if the shareholder who granted the proxy:

10.1 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 than 11:00 on 18 August 2017 for administrative purposes or thereafter to the Company by hand before the commencement of the meeting.; or

10.2 appoints a later, inconsistent appointment of proxy for the meeting; or

10.3 attends the meeting in person.

11. 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 notice 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 at 42 Beach Road, East London, not later than 11:00 on 18 August 2017 for administrative purposes or thereafter to the Company by hand before the commencement of the meeting..

Summary of rights established by section 58 of the Companies Act, 71 of 2008 (“Companies Act”), as required in terms of subsection 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 or 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 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 or 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 memorandum of incorporation (“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:10.1.1 bear a reasonably prominent summary

of the rights established in section 58 of the Companies Act (section 58(8)(b)(i));

10.1.2 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

10.1.3 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)).



NVest Financial Holdings LimitedNFB House, 42 Beach Road,Nahoon, East London, 5241T: +27 43 735 2000F: +27 43 735 2001E: [email protected]: www.nvestholdings.co.za

Documents

NVest Financial Holdings Limited - ANNUAL REPORT 2017 · INTEGRATED ANNUAL REPORT 2017 4 NVest Financial Holdings Limited (NVFH) CONTENTS Scope of this Report 01 Chairman’s Report