RCS Luxembourg: B199543)

MyBucks S.A. 9, rue du Laboratoire, L-1911, Luxembourg (RCS Luxembourg: B199543)

Annual accounts for the year ended 30 June 2018

MyBucks S.A. (Registration B199543) Annual accounts for the year ended 30 June 2018

Index

The report and statements set out below comprise the annual accounts presented to the shareholders.

Page

Report of the Réviseur d’entreprises agréé 3 - 5

Balance sheet as at 30 June 2018 6 - 10

Profit or Loss accounts for the year 30 June 2018 11 - 12

Notes to the Annual Accounts 13 - 24

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eCDF entry date : Tel. : (+352) 247 88 494 Email : [email protected] BALANCE SHEET

Financial year from 01 01/07/2017 to 02 30/06/2018 (in 03 EUR )

MyBucks S.A. 9, rue du Laboratoire L-1911 Luxembourg

ASSETS

Reference(s) Current year Previous year

A. Subscribed capital unpaid 1101 101 102

I. Subscribed capital not called 1103 103 104 II. Subscribed capital called but

unpaid 1105 105 106

B. Formation expenses 1107 3 107 2.436.357,00 108 3.253.701,00

C. Fixed assets 1109 109 28.953.712,00 110 24.845.108,00

I. Intangible assets 1111 111 112 1.601.866,00

1. Costs of development 1113 113 114 2. Concessions, patents, licences, trade marks and similar rights

and assets, if they were 1115 115 116 1.601.866,00 a) acquired for valuable consideration and need not be

shown under C.I.3 1117 4 117 118 1.601.866,00 b) created by the undertaking

itself 1119 119 120 3. Goodwill, to the extent that it was acquired for valuable

consideration 1121 121 122 4. Payments on account and intangible assets under

development 1123 123 124

II. Tangible assets 1125 125 954,00 126 1.275,00

1. Land and buildings 1127 127 128

2. Plant and machinery 1129 129 954,00 130 1.275,00

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Reference(s) Current year Previous year 3. Other fixtures and fittings, tools

and equipment 1131 131 132 4. Payments on account and tangible assets in the course

of construction 1133 133 134

III. Financial assets 1135 135 28.952.758,00 136 23.241.967,00

1. Shares in affiliated undertakings 1137 5 137 28.491.804,00 138 22.785.662,00

2. Loans to affiliated undertakings 1139 6 139 140

3. Participating interests 1141 141 142 4. Loans to undertakings with which the undertaking is linked by virtue of participating

interests 1143 143 144 5. Investments held as fixed

assets 1145 145 146

6. Other loans 1147 7 147 460.954,00 148 456.305,00

D. Current assets 1151 151 8.667.696,00 152 9.580.561,00

I. Stocks 1153 153 154

1. Raw materials and consumables 1155 155 156

2. Work in progress 1157 157 158 3. Finished goods and goods

for resale 1159 159 160

4. Payments on account 1161 161 162

II. Debtors 1163 163 8.530.934,00 164 9.566.622,00

1. Trade debtors 1165 165 166 a) becoming due and payable

within one year 1167 167 168 b) becoming due and payable

after more than one year 1169 169 170 2. Amounts owed by affiliated

undertakings 1171 171 7.948.861,00 172 9.131.124,00 a) becoming due and payable

within one year 1173 8 173 7.948.861,00 174 9.131.124,00 b) becoming due and payable

after more than one year 1175 175 176 3. Amounts owed by undertakings with which the undertaking is linked by virtue of participating

interests 1177 177 178 a) becoming due and payable

within one year 1179 179 180 b) becoming due and payable

after more than one year 1181 181 182

4. Other debtors 1183 183 582.073,00 184 435.498,00 a) becoming due and payable

within one year 1185 9 185 582.073,00 186 435.498,00 b) becoming due and payable

after more than one year 1187 187 188

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Reference(s) Current year Previous year

III. Investments 1189 189 190

1. Shares in affiliated undertakings 1191 191 192

2. Own shares 1209 209 210

3. Other investments 1195 195 196

IV. Cash at bank and in hand 1197 197 136.762,00 198 13.939,00

E. Prepayments 1199 10 199 730.888,00 200 2.921.989,00

TOTAL (ASSETS) 201 40.788.653,00 202 40.601.359,00

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CAPITAL, RESERVES AND LIABILITIES

Reference(s) Current year Previous year

A. Capital and reserves 1301 301 20.475.657,00 302 23.326.838,00

I. Subscribed capital 1303 11 303 12.715.613,00 304 11.665.613,00

II. Share premium account 1305 12 305 107.214.147,00 306 101.479.069,00

III. Revaluation reserve 1307 307 308

IV. Reserves 1309 309 310

1. Legal reserve 1311 13 311 312

2. Reserve for own shares 1313 313 314 3. Reserves provided for by the

articles of association 1315 315 316 4. Other reserves, including the

fair value reserve 1429 429 430

a) other available reserves 1431 431 432

b) other non available reserves 1433 433 434

V. Profit or loss brought forward 1319 319 -89.817.844,00 320 -560.382,00

VI. Profit or loss for the financial year 1321 321 -9.636.259,00 322 -89.257.462,00

VII. Interim dividends 1323 323 324

VIII. Capital investment subsidies 1325 325 326

B. Provisions 1331 331 332 1. Provisions for pensions and

similar obligations 1333 333 334

2. Provisions for taxation 1335 335 336

3. Other provisions 1337 337 338

C. Creditors 1435 435 20.312.996,00 436 17.274.521,00

1. Debenture loans 1437 437 11.539.869,00 438 4.493.125,00

a) Convertible loans 1439 439 440 i) becoming due and payable

within one year 1441 441 442 ii) becoming due and payable

after more than one year 1443 443 444

b) Non convertible loans 1445 14 445 11.539.869,00 446 4.493.125,00 i) becoming due and payable

within one year 1447 447 8.676.049,00 448 4.493.125,00 ii) becoming due and payable

after more than one year 1449 449 2.863.820,00 450 2. Amounts owed to credit

institutions 1355 17 355 8.069.244,00 356 7.509.805,00 a) becoming due and payable

within one year 1357 357 22.416,00 358 7.509.805,00 b) becoming due and payable

after more than one year 1359 359 8.046.828,00 360

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Reference(s) Current year Previous year 3. Payments received on account of orders in so far as they are not shown separately as

deductions from stocks 1361 361 362 a) becoming due and payable

within one year 1363 363 364 b) becoming due and payable

after more than one year 1365 365 366

4. Trade creditors 1367 15 367 149.789,00 368 102.577,00 a) becoming due and payable

within one year 1369 369 149.789,00 370 102.577,00 b) becoming due and payable

after more than one year 1371 371 372

5. Bills of exchange payable 1373 373 374 a) becoming due and payable

within one year 1375 375 376 b) becoming due and payable

after more than one year 1377 377 378 6. Amounts owed to affiliated

undertakings 1379 16 379 106.570,00 380 619.345,00 a) becoming due and payable

within one year 1381 381 106.570,00 382 619.345,00 b) becoming due and payable

after more than one year 1383 383 384 7. Amounts owed to undertakings with which the undertaking is linked by virtue of participating

interests 1385 385 386 a) becoming due and payable

within one year 1387 387 388 b) becoming due and payable

after more than one year 1389 389 390

8. Other creditors 1451 451 447.524,00 452 4.549.669,00

a) Tax authorities 1393 393 20.830,00 394 163.298,00

b) Social security authorities 1395 395 396

c) Other creditors 1397 397 426.694,00 398 4.386.371,00 i) becoming due and

payable within one year 1399 18 399 426.694,00 400 4.386.371,00 ii) becoming due and payable after more than

one year 1401 401 402

D. Deferred income 1403 403 404

TOTAL (CAPITAL, RESERVES AND LIABILITIES) 405 40.788.653,00 406 40.601.359,00

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eCDF entry date : Tel. : (+352) 247 88 494 Email : [email protected] PROFIT AND LOSS ACCOUNT

Financial year from 01 01/07/2017 to 02 30/06/2018 (in 03 EUR )

MyBucks S.A. 9, rue du Laboratoire L-1911 Luxembourg

PROFIT AND LOSS ACCOUNT

Reference(s) Current year Previous year

1. Net turnover 1701 701 702

2. Variation in stocks of finished

goods and in work in progress 1703 703 704

3. Work performed by the undertaking

for its own purposes and capitalised 1705 705 706

4. Other operating income 1713 4 713 171.269,00 714

5. Raw materials and consumables and

other external expenses 1671 671 -1.901.180,00 672 -1.641.015,00

a) Raw materials and consumables 1601 601 602

b) Other external expenses 1603 603 -1.901.180,00 604 -1.641.015,00

6. Staff costs 1605 605 -225.875,00 606 -35.682,00

a) Wages and salaries 1607 607 -205.205,00 608 -34.404,00

b) Social security costs 1609 609 -20.670,00 610 -1.278,00

i) relating to pensions 1653 653 654

ii) other social security costs 1655 655 -20.670,00 656 -1.278,00

c) Other staff costs 1613 613 614

7. Value adjustments 1657 657 -6.002.944,00 658 -86.731.074,00 a) in respect of formation expenses and of tangible and intangible

fixed assets 1659 3,5 659 -1.858.313,00 660 -81.760.618,00

b) in respect of current assets 1661 6 661 -4.144.631,00 662 -4.970.456,00

8. Other operating expenses 1621 621 622

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Reference(s) Current year Previous year

9. Income from participating interests 1715 715 716

a) derived from affiliated undertakings 1717 717 718 b) other income from participating

interests 1719 719 720

10. Income from other investments and

loans forming part of the fixed assets 1721 721 722

a) derived from affiliated undertakings 1723 723 724

b) other income not included under a) 1725 725 726

11. Other interest receivable and similar

income 1727 727 83.654,00 728 1.059.787,00

a) derived from affiliated undertakings 1729 729 24.327,00 730 1.055.508,00

b) other interest and similar income 1731 731 59.327,00 732 4.279,00

12. Share of profit or loss of undertakings accounted for under

the equity method 1663 663 664

13. Value adjustments in respect of financial assets and of investments

held as current assets 1665 665 666

14. Interest payable and similar expenses 1627 627 -1.859.003,00 628 -1.795.787,00

a) concerning affiliated undertakings 1629 629 -331.694,00 630 -68.085,00

b) other interest and similar expenses 1631 631 -1.527.309,00 632 -1.727.702,00

15. Tax on profit or loss 1635 635 636

16. Profit or loss after taxation 1667 667 -9.734.079,00 668 -89.143.771,00

17. Other taxes not shown under items

1 to 16 1637 637 97.820,00 638 -113.691,00

18. Profit or loss for the financial year 1669 669 -9.636.259,00 670 -89.257.462,00

The notes in the annex form an integral part of the annual accounts MyBucks S.A. (Registration B199543) Annual Accounts for year ended 30 June 2018 Notes to the annual accounts

1 General information MyBucks S.A. (hereinafter the “Company”) was incorporated on 7 August 2015 and is organised under the laws of Luxembourg as a société anonyme for an unlimited period. On 12 January 2016, the Company’s legal form changed from a S.à r.l. (société à responsabilité limitée) to a S.A. (société anonyme). The registered office of the Company is established at 9, rue du Laboratoire, L-1911, Luxembourg, the Grand Duchy of Luxembourg. The Company’s financial year starts on the first day of July and ends on the last day of June of each year. The purpose of the Company is the acquisition, holding, management, administration and disposal of participations and any interests, in Luxembourg or abroad, in any companies and/or enterprises in any form whatsoever. The Company also prepares consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”), as adopted by the European Union, which are published according to the provisions of the Luxembourg Law and are available at the registered office of the Company.

2 Summary of significant accounting policies

2.1 Basis of preparation The annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention.

Accounting policies and valuation rules are, besides the ones laid down by the law of 19 December 2002 (as amended), determined and applied by the Board of Directors.

The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the Board of Directors to exercise its judgment in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. Management believes that the underlying assumptions are appropriate and that the annual accounts therefore present the financial position and results fairly.

The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Going concern

The financial statements have been prepared on the going concern basis which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the normal course of business.

In performing the going concern assessment, the board has considered historical data relating to resources and reserves, available information about the future, the possible outcomes of planned events, changes in future conditions and the responses to such events and conditions that would be available to the board.

The board has, inter alia, considered the following specific factors in determining whether the Company is a going concern: • whether the Company has sufficient cash resources to pay its creditors and maturing liabilities as and when they fall due and meet its operating costs for the ensuing twelve months; and • whether the Company has available cash resources to deploy in developing and growing existing operations or investing in new opportunities. The board and management are not aware of any significant pending legislation that will threaten the going concern status of the Company.

MyBucks S.A. (Registration B199543) Annual Accounts for year ended 30 June 2018 Notes to the annual accounts

2 Summary of significant accounting policies (continued)

The going concern assessment is however a matter of judgement. In making this judgement, the board has considered the uncertainties arising from their assessment, both individually and collectively.

The board believes that the current economic outlook presents challenges in the near term, predominantly evidenced by the Company and subsidiaries’ (group) operational performance and net cash outflows from operating activities during the past two financial years as well as the breach of covenants on certain debt facilities (these breaches primarily relate to the debt to equity ratio).

The board has contemplated that the combination of the circumstances above could represent a material uncertainty that might cast doubt upon the Company’s ability to continue as a going concern and therefore, the Company may possibly be unable to realise its assets and discharge its liabilities or meets its financial obligations in the normal course of business.

To address the breached loan covenants, operational liquidity requirements and to reduce the Company and subsidiaries’ debt to equity ratio, the board has commenced initiatives for a capital raise.

Whilst there can be no certainty that the capital raise will be successful at the time of writing this report, the board is satisfied that there is strong interest from existing shareholders and potential new investors. Based on expressions of interest to date, the board is comfortable that this capital raise will be successful, which in turn will strengthen the statement of financial position and alleviate cash flow concerns.

We have commenced negotiations with strategic funders to obtain further debt, further lower the cost of funding and possibly subscribe for equity instruments.

The Company is also in the process of obtaining waivers from various debt holders where there is a breach in covenant requirements. Waivers have already been obtained for the majority of the affected debt instruments.

Notwithstanding the challenges and uncertainties described above, the board believes that the Company has adequate financial resources and executable plans and capabilities to increase its market share in its core areas of operations.

As such, the board continues to adopt the going concern basis of accounting in preparing the annual accounts.

2.2 Significant accounting policies

2.2.1 Formation expenses

Formation expenses are written off on a straight-line basis over a period of 5 years.

2.2.2 Intangible assets

Intangible assets are valued at purchase price including the expenses incidental thereto. In the case of durable amortisation in value according to the opinion of the Management, value adjustments are made in respect of intangible assets, so that they are valued at the lower figure to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

2.2.3 Financial fixed assets

Shares in affiliated undertakings are valued at purchase price including the expenses incidental thereto. In the case of durable depreciation in value according to the opinion of the Management, value adjustments are made in respect of financial fixed assets, so that they are valued at the lower figure to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

MyBucks S.A. (Registration B199543) Annual Accounts for year ended 30 June 2018 Notes to the annual accounts

2 Summary of significant accounting policies (continued)

2.2.4 Debtors

Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

2.2.5 Foreign currency translation

The Company maintains its books and records in EUR.

Transactions expressed in currencies other than EUR are translated into EUR at the exchange rate effective at the time of the transaction. Formation expenses and long-term assets expressed in currencies other than EUR are translated into EUR at the exchange rate effective at the time of the transaction. At the balance sheet date, these assets remain translated at historical exchange rates.

Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss account of the period.

Other assets and liabilities are translated separately respectively at the lower or at higher of the value converted at the historical exchange rate or the value determined on the basis of the exchange rates effective at the balance sheet date. Solely the unrealised exchange losses are recorded in the profit and loss account. The exchange gains are recorded in the profit and loss account at the moment of their realisation.

Where there is an economic link between an asset and liability, these are valued in total according to the method described above and the net unrealised losses are recorded in the profit and loss account whereas the net unrealised exchange gains are not recognised.

2.2.6 Provisions

Provision for taxation Provisions for taxation corresponding to the tax liability estimated by the Company for the financial year are recorded under the caption “Tax debts”. The advance payments are shown in the assets of the balance sheet under the “Other receivables” item.

2.2.7 Debts

Debts are recorded at their reimbursement value. Where the amount repayable on account is greater than the amount received, the difference is recorded in the profit and loss account when the debt is issued.

Based on the accrual principle of accounting, the expense is recognised once the service has been rendered, whether payment has occurred or not. Therefore, an accrual will be raised for expenses where the amount is certain, but payment has not yet occurred.

2.2.8 Prepayments

This asset item includes expenditures incurred during the financial year but relating to subsequent financial years.

2.2.9 Presentation of the comparative and financial data

The figures from the year ended 30 June 2017 relating to some items in the balance sheet have been reclassified to ensure comparability with the figures for the year ended 30 June 2018.

MyBucks S.A. (Registration B199543) Annual Accounts for year ended 30 June 2018 Notes to the annual accounts

3 Formation expenses

Formation expenses comprise expenses arising from the Initial Public Offering (“IPO”) of the Company, which took place on 21 June 2016 on the entry market of the Frankfurt Stock Exchange. These costs are incremental to the transaction as they were necessary costs to effectively conclude the listing of newly issued shares on the Stock Exchange.

The movements for the year are as follows: 2018 2017 EUR EUR Gross book value – opening balance 4,086,720 4,086,720 Additions for the period - - Gross book value – closing balance 4,086,720 4,086,720

Accumulated value adjustments – opening balance (833,019) (15,675) Allocations for the period (817,344) (817,344) Accumulated value adjustments – closing balance (1,650,363) (833,019)

Net book value – opening balance 3,253,701 4,071,045 Net book value – closing balance 2,436,357 3,253,701

4 Trademarks acquired for valuable consideration

During the year ended 30 June 2017 the group entered into an agreement with Opportunity International Inc., an associated company, for the right to use the brand name “Opportunity” for a period of 14 years and for financing commitments for the next five years. 250,000 shares were issued as consideration at the market value of EUR18.90 per share. Through this agreement the following was acquired: Trademark asset 1,692,537 Prepayment on network fees (Included in prepayments) 197,463 Prepayment on fund raising fees (Included in prepayments) 2,835,000 4,725,000

The network fees prepayment will be realised over a period of 14 years. Of the 250,000 shares issued, 150,000 shares related solely to the prepaid funding costs. The prepaid funding cost represented a commitment from Opportunity International Inc. whereby Opportunity International Inc. had committed to secure financing facilities amounting to USD 30 million for the group over the period of five years subject to yearly milestones. Failing to do so would result in the group calling the shares back. The table below specifies the milestones and the shares associated with them:

MyBucks S.A. (Registration B199543) Annual Accounts for year ended 30 June 2018 Notes to the annual accounts

4 Trademarks acquired for valuable consideration (continued)

Period Funds raised Claw back shares Year 1 11-Oct-17 USD 3 million 15,000 Year 2 11-Oct-18 USD 5 million 25,000 Year 3 11-Oct-19 USD 7 million 35,000 Year 4 11-Oct-20 USD 8 million 40,000 Year 5 11-Oct-21 USD 7 million 35,000 USD 30 million 150,000

The first portion of funds was not raised by 11 October 2017. As the Extraordinary General Meeting held on 20 February 2018 approved, 250,000 shares issued during this transaction were retracted and consequently the trademarks and prepayments were derecognised. As a result of this transaction, previously recorded amortisation of intangible assets was credited to the profit and loss account under other operating income caption in the amount of EUR 171,269.

The corresponding transactions in share capital and share premium of the Company are reflected in the notes 11 and 12 respectively.

5 Shares in affiliated undertakings

On 14 December 2015, GetBucks Proprietary Limited (South Africa) and GetBucks Limited (Mauritius) were contributed into the Company by the existing shareholders of the two companies in exchange for the newly issued shares of the Company.

On 1 July 2016 the Company acquired 100% of issued shares of Banco Oportunidade de Moçambique for the total consideration of 16,667 newly issued shares of the Company (equivalent of EUR 264,672) and EUR 1,263,963 paid in cash. In addition, in June 2017 the Company made a capital injection into Banco Oportunidade de Moçambique of EUR 3,072,904.

In August 2016 the Company incorporated a wholly owned subsidiary, MyBucks Europe S.A. in Luxembourg with the share capital of EUR 31,000.

On 1 October 2016, the Company acquired a 49% stake in Opportunity Bank Uganda Limited against a total consideration of EUR 4,005,229 (composed of 133,333 shares of the Company – equivalent of EUR 2,506,660 and EUR 1,498,569 paid in cash).

In January 2017, the Company converted a loan due from GetBucks (Proprietary) Limited (South Africa) of EUR 3,448,419 (ZAR 50,000,000) into the additional investment.

On 1 January 2017, the Company acquired a 75% stake in Fair Go Finance (Pty) Ltd against a total consideration EUR 2,081,751 (paid in newly issued shares of 117,613). In addition, in April 2017 the Company made a capital injection into Fair Go Finance (Pty) Ltd of EUR 1,373,350 (AUD 2,000,000).

On 30 June 2017 the Management concluded that investments into GetBucks Limited (Mauritius), GetBucks (Proprietary) Limited (South Africa) and MyBucks Europe S.A. (Luxembourg) should be adjusted in value.

During the year ended 30 June 2018 the Company has acquired 100% of VSS Financial Services (Proprietary) Limited (South Africa) for EUR49 and 50% of New Finance Bank (Malawi) for EUR 5,714,728; the Company also made additional capital injections into the share capital of Banco Oportunidade de Moçambique totally amounted to EUR 951,564.

On 30 June 2018 the Management concluded that investment into New Finance Bank Limited (Malawi) should be adjusted in value.

MyBucks S.A. (Registration B199543) Annual Accounts for year ended 30 June 2018 Notes to the annual accounts

5 Shares in affiliated undertakings (continued) The movements for the periods were as follows: Affiliated Additions, Affiliated undertakings, 2018 undertakings, 2018 EUR 2017 EUR EUR Gross book value GetBucks Limited (Mauritius) 82,370,049 - 82,370,049 GetBucks (Proprietary) Limited (South 9,119,970 - 9,119,970 Africa) GetBucks Financial Services Zambia 59,050 - 59,050 Limited (Zambia) Banco Oportunidade de Moçambique, S.A. 5,553,103 951,564 4,601,539 (Mozambique) Opportunity Bank Uganda Ltd. (Uganda) 4,005,229 - 4,005,228 Fair Go Finance Pty Ltd. (Australia) 3,451,373 - 3,451,373 MyBucks Europe S.A. (Luxembourg) 31,000 - 31,000 New Finance Bank (Malawi) 5,714,528 5,714,528 - VSS Financial Services (Proprietary) 49 49 - Limited (South Africa) 110,304,351 6,666,141 103,638,210

Accumulated value adjustments GetBucks Limited (Mauritius) (75,100,077) - (75,100,077) GetBucks (Proprietary) Limited (South (5,721,471) - (5,721,471) Africa) MyBucks Europe S.A. (Luxembourg) (31,000) - (31,000) New Finance Bank (Malawi) (959,999) (959,999) - (81,812,547) (959,999) (80,852,548)

Net book value GetBucks Limited (Mauritius) 7,269,972 - 7,269,972 GetBucks (Proprietary) Limited (South 3,398,499 - 3,398,499 Africa) GetBucks Financial Services Zambia 59,050 - 59,050 Limited (Zambia) Banco Oportunidade de Moçambique, S.A. 5,553,103 951,564 4,601,539 (Mozambique) Opportunity Bank Uganda Ltd. (Uganda) 4,005,229 - 4,005,229 Fair Go Finance Pty Ltd. (Australia) 3,451,373 - 3,451,373 MyBucks Europe S.A. (Luxembourg) - - - New Finance Bank (Malawi) 4,754,529 4,754,529 - VSS Financial Services (Proprietary) 49 49 - Limited (South Africa) 28,491,804 5,706,142 22,785,662

MyBucks S.A. (Registration B199543) Annual Accounts for year ended 30 June 2018 Notes to the annual accounts

5 Shares in affiliated undertakings (continued)

Undertakings in which the Company directly holds a portion of their share capital are as follows:

Name of undertaking Registered office Ownership Last balance Net equity at Profit or (loss) for % sheet date the balance the last financial sheet date of year the company concerned EUR EUR GetBucks Limited (Mauritius) 212 St. James Court, St. Denis 100 30 June 2018 (19,756,493) (18,117,336) Street, Port Louis, Mauritius GetBucks (Proprietary) Building 2, FinTech Campus, 100 30 June 2018 2,649,282 (113,881) Limited (South Africa) Lynnwood, Corner of Ilanga and Botterklapper road, The Willows, Pretoria, South Africa GetBucks Financial Services Plot 561/B, Independence avenue 10 30 June 2018 1,636,969 1,571,446 Zambia Limited (Zambia) civic centre area, Lusaka, Zambia Banco Oportunidade de Av. 24 de Julho, No. 4136 100 30 June 2018 6,083,805 1,323,761 Moçambique, S.A. Maputo, MOZAMBIQUE (Mozambique) Opportunity Bank Uganda Plot 7A John Babiha Avenue, 49 30 June 2018 6,854,739 963,759 Ltd. (Uganda) Kampala, Uganda Fair Go Finance Pty Ltd. 4b Mandurah Tce, Mandurah, 75 30 June 2018 2,096,035 494,981 (Australia) Western Australia, Australia 6210 MyBucks Europe S.A. 9, rue du Laboratoire, L-1911, 100 30 June 2018 (9,165,021) (2,631,005) (Luxembourg) Luxembourg New Finance Bank (Malawi) Mwai House, Independence Drive, 50 30 June 2018 4,582,676 226,915 Plot Number 13/112 P.O. Box 31567, City Centre Lilongwe, Malawi VSS Financial Services Building 2, FinTech Campus, 100 30 June 2018 250,859 (5,159,039) (Proprietary) Limited (South Lynnwood, Corner of Ilanga and Africa) Botterklapper road, The Willows, Pretoria, South Africa

The results of all undertakings are unaudited. The management assessed the impairment for all investments and concluded that no other than New Finance Bank adjustments are needed to be booked.

6 Loans to affiliated undertakings

During the period, a loan amounted to EUR 4,144,631 (2017: EUR 4,970,456) was granted to an affiliated company MyBucks Europe S.A. (Luxembourg) and was subsequently adjusted in value to nil.

7 Other loans

EUR 460,954 (2017: 456,305, was presented in loans to affiliated undertakings, now reclassified to other loans) is owed by Stella Walshe Pty Ltd and is repayable on 31 December 2018.

8 Amounts owed by affiliated undertakings

As at 30 June 2018, EUR 7,948,861 is owed by GetBucks Limited (Mauritius), with repayment on demand. As from 1 July 2017 the loan became interest free. The Management reviewed the recoverability of the loan and concluded that no impairment is needed.

As at 30 June 2017, EUR 8,895,158 is owed by GetBucks Limited (Mauritius), with repayment on demand. During the year the interest income accrued on this loan amounted to EUR 1,038,250. The balance also included EUR 235,966 - an intercompany receivable due from GetBucks Zimbabwe.

MyBucks S.A. (Registration B199543) Annual Accounts for year ended 30 June 2018 Notes to the annual accounts

9 Debtors

Debtors mainly include VAT receivable of EUR 454,307, total amount of debtors is EUR 582,073 (2017: mainly VAT receivable of EUR 343,499, total amount is EUR 435,498).

10 Prepayments

2018: Prepayments mainly include insurance and bank origination fees paid in advance. 2017: Prepayments mainly include those made for funding fees totalling EUR 2,835,000 and network fees to Opportunity International of EUR 197,463 as at 30 June 2017 less already expensed (note 4).

11 Subscribed capital

The movements on the “Subscribed capital” item during the period are as follows:

EUR Number of shares Subscribed capital – opening balance, 30 June 2016 10,998,000 10,998,000 Subscriptions for year ended 30 June 2017: 667,613 667,613 Subscribed capital – closing balance, 30 June 2017 11,665,613 11,665,613 Cancellation of shares (Note 4) (250,000) (250,000) Subscriptions for year ended 30 June 2018: 1,300,000 1,300,000 Subscribed capital – closing balance, 30 June 2018 12,715,613 12,715,613

The Company was incorporated on 7 August 2015 with an initial share capital of USD 20,000 represented by 20,000 fully paid-up shares with a nominal value of USD 1 each.

On 14 December 2015, the shareholders approved the change of currency of the share capital of the Company from US Dollar to Euro. As a result, the subscribed capital amounted to EUR 18,000 represented by 18,000 fully paid shares with a nominal value of EUR 1 each.

On 14 December 2015, the Company’s shareholders approved the increase of subscribed capital by issuance of 9,980,000 shares which were allocated to shareholders of GetBucks Proprietary Limited (South Africa) and GetBucks Limited (Mauritius) in exchange for shares of the aforementioned companies. The ultimate beneficial owners of both companies and controlling rights have not changed.

On 21 June 2016, the Company made an initial public offer on the Entry Standard of the Frankfurt Stock Exchange. The increase in share capital consisted of 1,000,000 new shares against contributions in cash. The offering price was set at EUR 13.50 per share. The par value of the shares was EUR 1 per share, resulting in a share premium of EUR 12.50 per share.

On 22 July 2016, Hauck & Aufhauser Privatbankiers KGaA exercised the green shoe option in full, acquiring further 150,000 shares from the Company and transferring to the Company EUR 2,025,000.

Subsequent to receiving regulatory approval Banco Oportunidade de Moçambique, S.A. (Mozambique) was acquired directly by the Company (Please refer the note 5). As a result of this transaction, MyBucks paid a consideration to Opportunity International of EUR 4,601,539 including 16,667 shares of the Company issued at the share price of EUR 15.88.

On 1 October 2016, the Company acquired a 49% stake in Opportunity Bank Uganda Limited against a consideration of USD 1,684,654 in cash and 133,333 shares of the Company. Total consideration based on 30 June exchange rate and the Company’s share price of EUR 18.80 equates to EUR 4,005,229.

On 11 October 2016, the Company signed a Relationship and Trademark License Agreement (RTLA) with Opportunity International (OI) in exchange for 250,000 shares issued by the Company in favour of Opportunity International at a price of EUR 18.90 per share for the total consideration of EUR 4,725,000.

MyBucks S.A. (Registration B199543) Annual Accounts for year ended 30 June 2018 Notes to the annual accounts

11 Subscribed capital (continued)

On 1 January 2017, the Company acquired a 75% stake in Fair Go Finance (Pty) Ltd against a consideration of 117,613 shares of the Company. Total consideration based on exchange rate of (AUD/EUR) 1.44 and the Company’s share price of EUR 17.70 equates to EUR 2,081,751.

On 9 February 2018 the Company issued new 1,300,000 shares against a contribution in cash for EUR 9 per share, resulting in a share premium of EUR 8 per share.

On 20 February 2018 the Extraordinary General Meeting approved the cancellation of 250,000 shares previously issued to Opportunity International on 11 October 2016, as mentioned above.

As at 30 June 2018, there is a total of 12,715,613 ordinary, fully paid, shares in issue (30 June 2016: 11,665,613 shares). The par value of the shares is EUR 1 per share.

As at 30 June 2018, the outstanding authorised capital amounts to EUR 3,032,387 (30 June 2017: EUR 4,332,387).

12 Share premium and similar premiums

The movements on the "Share premiums" item during the period are as follows:

2018, EUR 2017, EUR Share premium and similar premiums – opening 101,479,069 90,543,600 balance Subscriptions for the year 10,210,078 10,935,469 Cancellation of shares (Note 4) (4,475,000) - Share premium and similar premiums – closing 107,214,147 101,479,069 balance

The movements for the period ended 30 June 2017 on the premiums correspond mainly to the following transactions: exercise of the green shoe option by Hauck & Aufhauser Privatbankiers KGaA on 22 July 2016 (EUR 1,875,000), share issue in exchange for 49% of shares of Opportunity Bank Uganda Limited on 1 October 2016 (EUR 2,373,327), share issue in exchange for 100% of shares of Banco Oportunidade de Moçambique, S.A. on 1 July 2016 (EUR 248,005), share issue in exchange for trademarks under Relationship and Trademark License Agreement with Opportunity International (EUR 4,475,000), share issues in exchange for 75% of shares of Fair Go Finance (Pty) Ltd on 1 January 2017 (EUR 1,960,410).

The movements for the period ended 30 June 2018 on the premiums correspond to the following transactions: issue of new shares on 9 February 2018 less costs; cancellation of shares on 20 February 2018 (as described in the Note 4).

13 Legal Reserve

The Company is required to allocate a minimum of 5% of its annual net income to a legal reserve, until this reserve equals 10% of the subscribed share capital. This reserve may not be distributed. The reserve equals to nil (2017: nil).

14 Non-convertible loans

Non-convertible loans represent public bonds issued and interest accrued as well as loans due to other creditors as listed below:

Bonds EUR 8,205,000 (2017: EUR 3,649,000) are listed on the Vienna Stock exchange, bearing interest at 8.5% per annum and are payable on 11 April 2020. The bonds were issued during the year ended 30 June 2017.

MyBucks S.A. (Registration B199543) Annual Accounts for year ended 30 June 2018 Notes to the annual accounts

14 Non-convertible loans (continued) The Company’s bonds listed on the Vienna stock exchange are subject to covenant clauses, whereby the Company is required to meet certain key financial ratios. The Company did not fulfill the Consolidated Total Borrowings to Consolidated Net Worth ratio, Minimum Net Worth ratio and ratio of Consolidated EBITDA to Consolidated Interest Payable covenants as required in the Terms and Conditions for the Bonds issued. Due to this breach of the covenant clauses at 30 June 2018 and at 30 June 2017, the Company is obliged to report the breach of the Terms and Conditions. The balance of the bonds was presented as becoming due and payable within one year as at 30 June 2018 and 30 June 2017. The Company has received a deed of waiver from Tailored Investments Limited, one of the shareholders of the Company and one of largest bondholders with a total nominal value of EUR 3,800,000 of the named bonds stating that the bondholder waives the breaches of the covenants until 01 July 2019. The management will use all reasonable efforts to rectify the breaches of the covenants as soon as it is practically possible.

An amount of EUR128,094 (2017: EUR 131,990) has been accrued as interest on these bonds.

An unsecured loan was owed to Golo Quandt of EUR 414,304 with an interest rate of 9% and a six month maturity. The loan was repaid in March 2018.

An unsecured loan is owed to Zane Kuttner of EUR 342,955 (2017: EUR 297,831) with a 14% interest rate and is repayable on 30 November 2018.

A loan as a payment for the shares of New Finance Bank, Malawi is owed to Finsbury Investments Limited of EUR 2,863,820 (2017: nil) with a 3% interest rate and is repayable on 30 June 2020.

The total amount of non-convertible loans at 30 June 2018 is EUR 11,539,869 (2017: 4,493,125).

15 Trade creditors

As at 30 June 2018, trade creditors consisted mainly of legal and consulting fees outstanding and totalling EUR 149,789. As at 30 June 2017, trade creditors consisted mainly of legal and consulting fees outstanding and totalling EUR 102,577.

16 Amounts owed to affiliated undertakings

As at 30 June 2018, EUR 3,013 is owed to VSS Financial Services (Proprietary) Limited (South Africa) and EUR 103,557 is owed to GetBucks (Proprietary) Limited (South Africa). The total amount payable is EUR 106,570.

As at 30 June 2017, EUR 51,987 is owed to Carcharias Holdings and bears interest at 12% per annum and the maturity date 7 July 2017. Other amounts include intercompany accruals. The total amount payable is EUR 619,345.

17 Amounts owed to credit institutions

Amounts owed to credit institutions include mainly a loan owed to BIW AG of EUR 8,046,628 (2017: EUR 7,499,674) with a 7% interest rate, which was reduced to 6.4% as from 1 April 2018. The original maturity at 30 June 2017 was 16 November 2017, and was subsequently extended till 15 March 2021. The total amount at 30 June 2018 is EUR 8,069,244. The total amount at 30 June 2017 is EUR 7,509,805.

18 Other creditors

As at 30 June 2018, other creditors include audit fees accrued totalling EUR 426,694.

As at 30 June 2017, other creditors totalling EUR 4,386,371 include: - A loan owed to Tailored Investments Limited, the shareholder of the Company (EUR 3,800,000), which bears an interest at 8.5% and was converted into Vienna bonds during July 2017. These bonds are payable on 11 April 2020. Discount of 15% was given on this bond conversion and was expensed as interest and similar expense in the profit and loss account; - Audit fees accrued totalling EUR 586,371. 22

MyBucks S.A. (Registration B199543) Annual Accounts for year ended 30 June 2018 Notes to the annual accounts

19 Income tax

The Company is subject to all taxes relevant to commercial companies in Luxembourg.

20 Staff

The Company employed 1 employee as of 30 June 2018 (2017: one employee).

21 Emoluments granted to the members of the management and supervisory bodies and commitments in respect of retirement pensions for former members of those bodies.

During the year ended 30 June 2018 the Company paid EUR 36,000 to its Directors as director fees.

During the year ended 30 June 2017 the Company paid EUR 24,779 to its Directors as director fees.

22 Advances and loans granted to the members of the management and supervisory bodies.

No loans or advances have been granted to any member of the Board of Directors.

23 Off-balance sheet items

Employee share option incentive scheme The group engages in equity settled share-based payment transactions in respect of services received from certain employees. The fair value of the services received is measured by reference to the fair value of the share options granted on the date of the grant. The cost of the employee services received in respect of the share options granted is recognised in the consolidated statement of profit or loss and other comprehensive income over the period that the services are received, which is the vesting period. MyBucks’ Board of Directors approved the employee share option plan on the 1st of May 2016. Participation in the scheme is at the Board’s discretion and no individual has a contractual right to participate in the scheme or to receive any guaranteed benefits.

First share option scheme On the 1st of May 2016, the Board of Directors granted 412 500 options in the shares of the Company with an expiry date of 30 April 2021 and an exercise price of €9.00 per share. Under the plan, participants may only exercise the share options to the extent the share options have vested based on the terms of service. As of the 30th of June 2016, MyBucks had granted options with two separate vesting schedules: - 100,000 stock options were granted vesting 1/3rd on 1 May 2016, 1/3rd on 30 June 2016 and 1/3rd on 30 June 2017; - 312,500 stock options were granted vesting 40% on 1 May 2017, 30% on 1 May 2018 and 30% on 1 May 2019. As at 30 June 2018 there were 296,500 options granted in 2016 outstanding (2017: 323,000). The decrease is the result of resignations of employees during the period.

Second share option scheme On the 5th of March 2018, the Board of Directors granted 725,000 options in the shares of the Company with an expiry date of 5 March 2023 and an exercise price of €13.50 per share. Under the plan, participants may only exercise the share options to the extent the share options have vested based on the terms of service. MyBucks has granted options with two separate vesting schedules: - 200,000 stock options were granted vesting 1/3rd on 5 March 2018, 1/3rd on 1 January 2019 and 1/3rd on 1 January 2020; - 525,000 stock options were granted vesting 1/3rd on 1 January 2019, 1/3rd on 1 January 2020 and 1/3rd on 1 January 2021. As at 30 June 2018 there were 725,000 options granted outstanding.

MyBucks S.A. (Registration B199543) Annual Accounts for year ended 30 June 2018 Notes to the annual accounts

23 Off-balance sheet items (continued)

Option Rights Agreement On 11 October 2016, Opportunity International Inc. (OI) and the Company signed an Option Rights Agreements (the “ORA”) by which OI granted a call option over up to 150,000 of the shares exercisable under the ORA if OI fails to assist the Company in obtaining up to USD 30 million in funding from third parties and. through the RTLA (as defined in Note 11) it became a shareholder of the Company. OI is expected therefore, and has committed to through this ORA, to prioritize this fundraising effort for the Company and its subsidiaries. This call option has a threshold period of 5 years, commencing on the signing date and terminates once the total funds obtained with OI’s assistance reach the amount of USD 30 million.

On 20 February 2018 an Extraordinary General Meeting of the Shareholders approved the cancellation of the named agreement and consequently 250,000 shares issued earlier during that transaction were retracted, as well as the call option over up to 150,000 of the shares exercisable under the ORA.

24 Subsequent events

Offer to purchase additional 50% of New Finance Bank Limited On 6 September 2018, the group made an irrevocable offer to purchase 50% of the shares, held by Finsbury Investments Limited, in New Finance Bank Limited in Malawi. This offer has been accepted by Finsbury Investment Limited, however is pending the approval of the Central bank of Malawi.

There have been no other subsequent events

Luxembourg 26 October 2018

Dave van Niekerk Markus Schachner Executive chairman Non-executive deputy chairman