AYO TECHNOLOGY SOLUTIONS LIMITED (previously known as Sekunjalo Technology Solutions Limited) (incorporated in the Republic of South Africa) Registration number: 1996/014461/06 JSE share code: AYO ISIN: ZAE000252441 (“AYO Technology” or “the Company”)

PRE-LISTING STATEMENT

The definitions and interpretations commencing on page 12 of this Pre-listing Statement apply to this cover page. This Pre-listing Statement is not an invitation to the public to subscribe for securities, but is issued in compliance with the JSE Listings Requirements, for the purpose of providing information to the public with regard to AYO Technology. This Pre-listing Statement does not constitute, envisage or represent an offer to the public, as envisaged in the Companies Act, nor does it constitute a prospectus registered in terms of the Companies Act. This Pre-listing Statement is issued in respect of the Private Placement, to be undertaken by AYO Technology in conjunction with the Listing, involving an offer to Invited Investors to subscribe for Private Placement Shares in AYO Technology at the Placement Price, such placement to be implemented by: 1. AYO Technology issuing up to 99 782 655 new Shares to Invited Investors at an issue price of R43.00 per share, thereby raising R4.3 billion for AYO Technology; and 2. the subsequent Listing of all the Shares of AYO Technology in the Computer Services sector on the main board of the JSE.

2017 Opening date of Private Placement on Wednesday, 13 December Closing date of Private Placement at 17:00 on Friday, 15 December Results of Private Placement released on SENS on Monday, 18 December General Meeting to approve the issuing of the Private Placement Shares and the B-BBEE Consortium Shares at 10:00 on Monday, 18 December Listing of Shares on the JSE expected at commencement of trade at 9:00 on Thursday, 21 December Notes: 1 Please refer to the “Salient Dates and Times” section on page 11 of the Pre-listing Statement for a detailed timetable of the Private Placement and the Listing. 2 Invited Investors must advise their CSDP or Broker of their acceptance of the Private Placement Shares in the manner and by the cut-off time stipulated by their CSDP or Broker. Please note: • The offer, in the form of the Private Placement, are being made to Invited Investors only and will comprise up to 99 782 655 Private Placement Shares at the Placement Price. This Pre-listing Statement is not an invitation to the public to subscribe for Shares in AYO Technology. • Only persons who fall within any of the categories envisaged in section 96(1)(a) of the Companies Act or who subscribe for Private Placement Shares, the subscription cost of which is not less than R1 000 000 per single addressee acting as principal (as contemplated in section 96(1)(b) of the Companies Act), are entitled to participate in the Private Placement. • The offer and the relevant information that pertains to the offer in respect of the Invited Investors is combined in this Pre-Listing Statement for the sake of convenience only. Immediately prior to the Private Placement and the Listing: • the authorised shares of AYO Technology comprised 2 000 000 000 Shares; • the issued shares of AYO Technology comprised 244 342 539 Shares; • AYO Technology will have no treasury shares in issue. Assuming that 99 782 655 new Private Placement Shares are issued at the Placement Price of R43.00 per Share, then immediately after the implementation of the Private Placement, on Listing: • the authorised shares of AYO Technology will comprise 2 000 000 000 Shares; • the issued shares of AYO Technology will comprise 344 125 194 Shares; • AYO Technology will have no treasury shares in issue; and • the anticipated market capitalisation of AYO Technology will be approximately R14.7 billion. On the Listing Date, all Shares in issue shall rank pari passu with each other in all respects, including in respect of voting rights and dividends. There are no convertibility or redemption provisions relating to any of the Private Placement Shares offered in terms of the Private Placement. The Private Placement Shares will only be issued in dematerialised form. No certificated Private Placement Shares will be issued. The Private Placement will not be underwritten. There will be no fractions of Private Placement Shares offered in terms of the Private Placement. The Listing is conditional on (i) shareholders of AEEI voting in favour of the resolutions required to issue the Private Placement Shares and the B-BBEE Consortium Shares at the General Meeting, (ii) all Private Placement Shares being placed in terms of the Private Placement and (iii) AYO Technology obtaining the requisite shareholder spread as required in terms of the JSE Listings Requirements. Should any of these Conditions Precedent fail, the Private Placement and any acceptance thereof shall not be of any force or effect and no person shall have any claim whatsoever against AYO Technology or any other person as a result of the failure of the Conditions Precedent. The JSE has granted AYO Technology a listing of all its issued Shares in the Computer Services sector on the main board of the JSE under the abbreviated name “AYO”, share code “AYO” and ISIN ZAE000252441 with effect from the commencement of trade on Thursday, 21 December 2017, subject to AYO Technology having satisfied the JSE Listings Requirements regarding the spread of public shareholders. The Directors, whose names are given in the “Corporate Information” section of this Pre-listing Statement, collectively and individually accept full responsibility for the accuracy of the information given and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this Pre-listing Statement contains all information required by the JSE Listings Requirements. The Independent Reporting Accountant, whose reports are contained in this Pre-listing Statement, have given, and have not withdrawn, prior to the date of this Pre-listing Statement, their written consent to the inclusion of their reports in the form and context in which they appear. Each of AYO Technology’s advisors, whose names appear on the cover page and in the “Corporate Information” section of this Pre-listing Statement, has consented in writing to act in the capacity stated and to its name appearing in this Pre-listing Statement, and has not withdrawn its consent prior to the publication of this Pre-listing Statement. An abridged version of this Pre-listing Statement will be released on SENS on Wednesday, 13 December 2017 and published in the press on Thursday, 14 December 2017.

Corporate Advisor Transaction Advisor Attorneys Independent Reporting and Sponsor Accountant and bookrunner

ATTORNEYS Corporate Finance

Date of issue: Wednesday, 13 December 2017 This Pre-listing Statement is available in English only. Copies may be obtained during normal business hours from the registered office of AYO Technology and from the offices of the Transaction Advisor and Sponsor, whose addresses are set out in the “Corporate Information” section of this Pre-listing Statement from Wednesday, 13 December 2017 until the Listing Date (both days inclusive). A copy of this Pre- listing Statement will also be available on AYO Technology’s website (www.ayotsl.com). IMPORTANT LEGAL NOTES

The definitions and interpretations commencing on page 12 of this Pre-listing Statement apply to this section. This Pre-listing Statement is not an invitation to the public in South Africa or in any other jurisdiction to subscribe for securities, but is issued in compliance with the JSE Listings Requirements, for the purpose of providing information in respect of AYO Technology to Invited Investors. This Pre-listing Statement does not constitute, envisage or represent an offer to the public in South Africa, as envisaged in the Companies Act, nor does it constitute a prospectus registered in terms of the Companies Act. ISSUED IN SOUTH AFRICA ONLY This Pre-listing Statement has been issued in South Africa only. The distribution of this Pre-listing Statement may be restricted by law. Persons into whose possession this Pre-listing Statement comes, must inform themselves about and observe any and all such restrictions. The release, publication or distribution of this Pre-listing Statement in certain jurisdictions other than South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. It is the responsibility of the non-resident Shareholder to satisfy himself or herself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with this Pre-listing Statement. Any Shareholder who is in doubt as to his position, including, without limitation, his tax status, should consult an appropriate independent professional advisor in the relevant jurisdiction without delay. FORWARD-LOOKING STATEMENTS This Pre-listing Statement contains statements about AYO Technology and the AYO Technology Group that are or may be forward- looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as “believe”, “aim”, “expect”, “anticipate”, “intend”, “foresee”, “forecast”, “likely”, “should”, “planned”, “may”, “estimated”, “potential” or similar words and phrases. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. AYO Technology cautions that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industries in which AYO Technology operates may differ materially from those made in, or suggested by, the forward-looking statements contained in this Pre-listing Statement. All these forward-looking statements are based on estimates and assumptions made by AYO Technology. Although AYO Technology believes them to be reasonable, they are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those statements or assumptions include other matters not yet known to AYO Technology or not currently considered material by AYO Technology. Shareholders should keep in mind that any forward-looking statement made in this Pre-listing Statement or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of AYO Technology not to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement is not known. AYO Technology has no duty to, and does not intend to, update or revise the forward-looking statements contained in this Pre-listing Statement after the date of this Pre-listing Statement, except as may be required by law. DISCLOSURE OF INTERESTS As indicated in this Pre-listing Statement, PSG Capital fulfils the functions of Transaction Advisor and Sponsor to AYO Technology. It is PSG Capital’s opinion that the performance of these functions do not represent a conflict of interest for PSG Capital, impair its independence from AYO Technology or impair its objectivity in its professional dealings with AYO Technology or in relation to the Listing.

1 CORPORATE INFORMATION

Directors Transaction Advisor and Sponsor Salim Young (Chairman)*# PSG Capital Proprietary Limited Kevin Andrew Warwick Hardy (Chief Executive Officer) (Registration number 2006/015817/07) Naahied Gamieldien (Chief Financial Officer) 1st Floor, Ou Kollege Siphiwe Nodwele (Chief Technology Officer) 35 Kerk Street Walter Gideon Madzonga*# Stellenbosch, 7599 Khalid Abdulla* (PO Box 7403, Stellenbosch, 7599) Cherie Felicity Hendricks* and at Aziza Begum Amod*# Telang Michael Ntsasa*# 2nd Floor Mbuso Faithstrong Khoza*# 11 Alice Lane (Bowmans Building) Sandhurst * non-executive Sandton, 2196 # independent (PO Box 650957, Benmore, 2010) Date and place of incorporation Independent Reporting Accountant and Auditor 23 October 1996 Grant Thornton Republic of South Africa (Registration number 2010/016246/07) Company secretary and registered address 6th Floor, 123 Hertzog Boulevard Nobulungisa Mbaliseli Cape Town, 8001 Quay 7, Breakwater Boulevard, East Pier (PO Box 2275, Cape Town, 8000) V & A Waterfront Attorneys Cape Town, 8001 Tshisevhe Gwina Ratshimbilani Inc. (PO Box 181, Cape Town, 8000) Vdara, 6th Floor, Transfer Secretaries 41 Rivonia Road, Sandhurst, Sandton, 2196 Link Market Services South Africa Proprietary Limited (PO Box 782352, Sandton, 2146) (Registration number 2000/007239/07) 13th Floor, Rennie House 19 Ameshoff Street Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000 Corporate Advisor and bookrunner AEEI Corporate Finance Proprietary Limited (Registration number 2015/402199/07) Quay 7, Breakwater Boulevard, East Pier V & A Waterfront Cape Town, 8001 (PO Box 181, Cape Town, 8000)

2 TABLE OF CONTENTS

The definitions and interpretations commencing on page 12 of this Pre-listing Statement apply to this table of contents. Page CORPORATE INFORMATION 2 SALIENT FEATURES 4 SALIENT DATES AND TIMES 11 DEFINITIONS AND INTERPRETATION 12 SECTION ONE – INFORMATION ON THE AYO TECHNOLOGY GROUP 1. Introduction and history 16 2. Overview of the AYO Technology Group 17 3. Existing Businesses 18 4. Competitive Advantages 20 5. Increasing portfolio through acquisitions 22 6. Client offerings – diversified portfolio 23 7. Market size 25 8. Prospects 27 9. Rationale for the Listing 27 10. Management and Board of AYO Technology 27 SECTION TWO – DETAILS OF PRIVATE PLACEMENT 11. Private Placement 32 12. Use of proceeds 32 13. Listing 32 SECTION THREE – CAPITAL 14. Share capital 33 15. Major and controlling Shareholders 34 SECTION FOUR – FINANCIAL INFORMATION 16. Forecast, pro forma and historical financial information 35 17. Material matters 35 18. AYO Technology Group activities 36 SECTION FIVE – ADDITIONAL MATERIAL INFORMATION 19. King Code and corporate governance 37 20. Exchange control 40 21. Government protection and investment encouragement law 41 22. Litigation 41 23. Material contracts 41 24. Experts consents 41 25. Expenses 41 26. Responsibility statement 41 27. Documents available for inspection 42

Annexure 1 Forecast financial information of AYO Technology 43 Annexure 2 Independent Reporting Accountant’s report on the forecast financial information of AYO Technology 48 Annexure 3 Pro forma financial information of AYO Technology 50 Annexure 4 Independent Reporting Accountant’s report on the pro forma financial information of AYO Technology 55 Annexure 5 Historical financial information of AYO Technology for the three years ended August 2017, 2016 and 2015 57 Annexure 6 Independent Reporting Accountant’s report on the historical financial information of AYO Technology for 93 the three years ended August 2017, 2016 and 2015 Annexure 7 Relevant provisions of the MOI 96 Annexure 8 Director profiles 103 Annexure 9 Other directorships 106 Annexure 10 Directors of Major Subsidiary 112 Annexure 11 Structure of the AYO Technology Group 113 Annexure 12 Details of Major Subsidiary of AYO Technology 114 Annexure 13 Details of Material Acquisitions and Vendors 115 Annexure 14 Material borrowings of the AYO Technology 117 Annexure 15 Details regarding principal properties occupied 118 Annexure 16 Material Contracts 119 Annexure 17 Details of Private Placement 121 Annexure 18 AYO Technology Incentive Scheme trust deed 123

Private Placement Application Form (grey) Attached

3 SALIENT FEATURES

The definitions and interpretations commencing on page 12 of this Pre-listing Statement apply to these salient features.

1. INTRODUCTION AND HISTORY 1.1 AYO Technology is a B-BBEE ICT Group offering numerous end to end solutions to a host of industries. The Group was established in 1996 and has evolved over this time through continually adapting to the local and international ICT landscape. The process of adaptation was enabled by acquiring new businesses, partnerships and sourcing innovative technology within its existing portfolio. AYO Technology, through its divisions, subsidiaries and partners provides solutions to both the public and private sector within South Africa and abroad, with its private sector client base comprising mostly blue chip multinationals. The Group maintains strong relationships and holds key value added reseller or supplier agreements with principles such as Nokia Siemens Networks South Africa (Pty) Ltd (“Nokia Siemens”), InterSystems Corporation, Cisco Systems, Microsoft Corporation, IBM and Riverbed Technology Inc, which provides the group with continuous access to up to date technology. The Group has a strategic relationship with BT, the details of which are set out below. 1.2 AYO Technology has been granted a listing of all of its issued Shares on the main board of the JSE with effect from Thursday, 21 December 2017. 1.3 As a Condition Precedent to the Listing and in order to provide AYO Technology with additional capital to fund its further expansion, AYO Technology will, in conjunction with the Listing, undertake the Private Placement to Invited Investors. AEEI’s shareholding in AYO Technology will, as a result of the Private Placement be reduced from 69.55% (following the issue of the B-BBEE Consortium Shares) to approximately 49% on the Listing Date. 1.4 The purpose of this Pre-listing Statement is to: 1.4.1 provide Invited Investors with relevant information relating to the AYO Technology Group; 1.4.2 communicate the strategy and the objectives of the AYO Technology Group; and 1.4.3 set out the salient details of the Private Placement and the procedure for Invited Investors to participate therein.

2. OVERVIEW OF THE AYO TECHNOLOGY GROUP 2.1 Overview 2.1.1 AYO Technology was created from a desire to effect real change in South Africa and beyond its borders and through a belief that the future will be shaped by technological solutions. AYO Technology believes that real change and growth lies in empowering partnerships and through empowered partnerships. These partnerships are born from acquisitions and forged through employees, partners and clients working together to gain the competitive advantage that successful digital transformation can bring. 2.1.2 Harnessing this entrepreneurial spirit alongside a strong board, experienced management, good corporate governance and a specialised skills base, the Group has shown a history of growth and of enabling growth over the last 20 years. 2.1.3 The Group has grown both organically and acquisitively over the last 20 years and is now positioned as one of the most empowered ICT groups of scale in South Africa, offering end-to-end technology solutions across multiple industries. 2.1.4 AYO Technology is an ICT business focused on growth and its strategy is underpinned by a vision of creating a truly global, innovative and scalable B-BBEE ICT Group with its roots in South Africa. It intends to achieve this through: 2.1.4.1 targeting global innovation and growth areas of ICT and acquiring/partnering with experts in the space; 2.1.4.2 exploring synergies between its partners and its existing portfolio, with a view to maximizing the potential of its existing portfolio; and 2.1.4.3 exploiting the opportunities that exist in servicing multinationals based in South Africa who require both B-BBEE and an international network capability. 2.1.5 AYO Technology’s growth strategy will be enabled by the capital raised pursuant to the Private Placement. The capital raised, the strategic relationship with BT and the strong acquisition pipeline will enable AYO Technology to be one of most empowered multidiscipline ICT groups, with a full suite of products and services that is able to deliver turnkey ICT solutions to any client.

4 2.2 AYO Technology Group Structure The following diagram sets out the AYO Technology Group structure as at the Listing Date:

Note: AYO Technology holds a 50% plus 1 share voting interest in Software Tech Holdings 3. EXISTING BUSINESSES The various existing businesses of the AYO Technology Group are detailed below: 3.1 HST HST was founded in 1980 and is a specialist provider of optimised and integrated healthcare ICT solutions with offices in Cape Town, Johannesburg, Durban and Polokwane. HST’s capabilities include: • the provision of modular and integrated healthcare information systems across all levels of care; • development, implementation and training services; • project management of complex and large implementations; • a blend of local and international skills, expertise and products; and • the provision and management of mission critical ICT infrastructure. Key implementations include an enterprise health information system in the Western Cape across 54 hospitals, 290 clinics and 105 pharmacies. Nationally HST has implemented a centralized laboratory information system which covers all 293 NHLS laboratories across South Africa. Outside of South Africa HST currently has laboratory implementations in Tanzania and provides system support to 21 hospitals in Dubai. The NHI is expected to be a key focus and growth area for HST going forward. The NHI is a key focus area of the department of health and it would require automation and technology to roll out the program successfully. 3.2 Puleng Technologies Puleng Technologies delivers product solutions and professional services to predominantly large blue-chip organisations. Puleng Technologies is a proudly South African B-BBEE Level Two ICT company with its roots firmly planted around building local expertise and providing clients with “Project Success” linked to the solutions that Puleng Technologies design and support. The Puleng Technologies blueprint provides clients with a client-centric strategy to manage and secure the two most valuable assets an organisation has, its “data” and “users”, while at the same time providing a platform to build an efficient, collaborative governance, risk, and compliance (GRC) program to address IT risk’s facing its client’s businesses. Puleng Technologies provides its clients with a converged infrastructure platform which allows them to leverage their core strengths across their teams. A converged infrastructure platform brings many benefits to their clients but in essence will simplify infrastructure management and operations, drive higher levels of data centre standardisation, flexibility and performance. The emphasis remains on providing organisations with solutions that automate, integrate and drive higher levels of efficiencies, while enforcing and mitigating risks across an organisation. Puleng Technologies seeks to bridge the information gap between their clients and themselves through high levels of engagement, consultancy, design principals and ultimately by developing an understanding of its client’s business drivers and ICT strategy.

5 3.3 Headset Solutions Headset Solutions was established in 1993 and is currently one of the largest importers and distributors of headsets on the African continent, with a presence in 10 African countries. Headset Solutions distributes two of the most notable brands within the telecommunications and consumer electronic markets, being Plantronics, which is a personal audio communication headset designer for a wide range of devices; and Konftel, which is one of the leading manufacturers of audio conferencing equipment. Headset Solutions seeks to deliver cutting edge telecommunication solutions backed up by exceptional service and after sales support. It is viewed as a value-added distributor by its principals and distributes throughout the African market via an in-house warehouse and distribution channel. 3.4 Afrozaar Afrozaar is a software consulting services and product development business, that specialises in providing scalable digital solutions to retailers, media groups and brand agencies. Afrozaar was founded in 2010, and has a client footprint in Africa, USA and Europe. Afrozaar’s specialised digital media product set has been bundled into “The Publisher’s Toolbox”, a platform where each product can exist independently of the other, however when integrated, provides an enterprise content distribution ecosystem. Afrozaar is focused on the provision of multimedia platforms within an Amazon cloud hosted environment, where scalability and performance is achievable with minimal risk and cost. Complementing the digital product set, Afrozaar also started and founded a cloud infrastructure service business under the Acacia Cloud Solutions business brand. Acacia Cloud Solutions is an Amazon partner and cloud infrastructure business, specialising in professional and managed services relating to cloud technology, as well as hosting of cloud infrastructure in the Amazon global cloud-based data centres. 3.5 WWC WWC is a digital transformation strategy and advisory firm with a 15-year track record in providing technology, client and change management solutions to businesses across Africa in order to add real business value. WWC works with medium to large B2C and B2B clients in government, retail, finance, telecommunications and the automotive industry. As a people and technology company, WWC partner with business leaders to create a clear picture of their organisation’s digital potential and help them articulate their vision to the business. With these fundamental building blocks in place, their clients focus shifts to mapping out the best way to making that picture a reality. 3.6 Digital Matter Digital Matter, formed in 2000, is a specialist IT company focusing on enterprise application and solution development. Digital Matter is a certified Microsoft Corporation development partner and incorporates Microsoft Corporation technology as a digital platform in all applications, products and solutions. Digital Matter has product offerings covering mobile inspection management (InspectionOne), fixed asset management (AssetAuditor), tracking solutions, as well as solutions developed for clients in mobile field service, property inspections, franchise evaluation, mobile banking and commissioning.

4. COMPETITIVE ADVANTAGES 4.1 Empowerment The Board and management view AYO Technology’s empowerment credentials as a significant competitive advantage, which is underpinned by the B-BBEE ICT Sector Codes that seek to advance economic transformation and enhance the participation of Black People in the South African economy. B-BBEE has broad support across South Africa, and business communities are expected to take the lead in transformation by addressing employment and ownership within their businesses. Recently new and more onerous B-BBEE ICT Sector Codes have been published which provide more preferential procurement points to companies in the ICT sector that procure products and services from entities that are 51% Black owned (and 30% Black women owned) (as these terms are defined in the B-BBEE ICT Sector Codes). It is these additional 11 points that customers of the Group can benefit from by procuring up to 40% of their total procurement from 51% Black owned businesses and a further 5 points for procuring 12% of their total procurement from 30% Black women owned businesses. AYO Technology believes that its B-BBEE ownership will enable it to rely on those changes to expand its business. In addition, South African companies listed on the JSE now have to publish a compliance report on their B-BBEE status annually and report on this to the B-BBEE commission established in terms of the B-BBEE Act. Considering the above legislation and the current competitive landscape, AYO Technology is well positioned to increase the market share of its current product and service offering and has attracted significant deal flow to acquire or partner with companies that require B-BBEE ownership in order to maintain or grow their businesses. Relative to its peers in the South African ICT sector, AYO Technology is expected to be favourably positioned to offer its clients more points for preferential procurement on their B-BBEE scorecard due to AYO Technology being 51% Black owned (and 30% Black women owned) (as these terms are defined in the B-BBEE ICT Sector Codes). The ability of AYO Technology to maximise preferential procurement points also provides the additional benefit of minimising operational risks for its clients. 4.2 Key Strategic Relationship with BT 4.2.1 In terms of the AEEI MOU, AYO Technology will subscribe for 99% of the issued shares of Kilomix Investments, which holds 30% of the issued shares of BT, post the Listing, subject to the fulfilment of certain conditions precedent. 4.2.2 In addition to being an equity holder in BT, AYO Technology has entered into the BT Alliance Agreement, in terms of which AYO Technology will be one of BT’s strategic partners in South Africa.

6 4.2.3 In terms of the strategic relationship: 4.2.3.1 AYO Technology and BT will pursue opportunities with new clients, where there is scope for co-operation and/or complementatry products and/or services; 4.2.3.2 BT will partner with AYO Technology in pursuit of existing BT clients and new prospective clients that are international companies headquartered in South Africa (or with significant ICT requirements in South Africa), with ICT requirements that align to BT’s standard products and services, where such clients have particular B-BBEE requirements (in this regard BT and AYO Technology have already concluded a teaming agreement in relation to a request for proposal already submitted to a prospective client); 4.2.3.3 Depending on the needs of the client, AYO Technology will generally act as the prime contractor, with BT acting as the subscontrator, however in certain circumstances BT may act as the prime contractor and AYO Technology as the subcontractor; 4.2.3.4 AYO Technology and BT will be entitled to market each other’s products and services in South Africa, on a “resell” basis or as part of a bundled solution; 4.2.3.5 it is envisaged that a number of employees of BT may transfer to AYO Technology in order to operationalise and empower AYO Technology with the skills and intellectual property required to fulfil contracts awarded; and 4.2.3.6 AYO Technology agrees to remain at least 51% Black owned and 30% Black woman owned; 4.2.4 In order to facilitate the provisions of the above products and services, AYO Technology will: 4.2.4.1 build a network and wholesale division for the purposes of leveraging the products and services as a group; 4.2.4.2 build industrial IT, audio visual and video conferencing support service capacity in South Africa. 4.2.5 The structure and incorporation of the BT products and services into the AYO Technology basket of products and services has the potential to unlock significant market share and significant growth for AYO Technology. These new products and services, along with the existing products and services of the Group, and the Groups empowerment credentials will allow AYO Technology, in conjuction with BT, to target large multinationals operating in South Africa. 4.2.6 In addition to generating direct market access and providing symbiotic benefits to both parties, BT is a consistent stable dividend yielding investment for the Group. BT’s dividend policy is formalised stating that 50% of profits will be distributed as an annual dividend to its shareholders.

5. INCREASING PORTFOLIO THROUGH ACQUISITIONS 5.1 As part of AYO Technology’s growth strategy and stemming from its empowerment credentials and the strategic relationship with BT, AYO Technology will expand its product and service stable and in this regard a host of complementary target companies have been engaged and are at various stages of due diligence, with agreements expected to be concluded post the Listing. The target companies have been selected for the complementary products and services they offer to AYO Technology’s existing product and service offering. To ensure smooth transitioning into the AYO Technology Group, AYO Technology also ensures that the companies it targets, align with the AYO Technology Group’s philosophy of seeing technology as an enabler for its employees and its clients. High level detail of these companies is set out below. 5.2 High level detail of these companies is set out in paragraph 5 of the Pre-listing Statement. Whilst negotiations with below companies are at various stage of conclusion, there is no certainty that all the transactions referred to in paragraph 5 of the Pre-listing Statement will be concluded.

6. CLIENT OFFERINGS – DIVERSIFIED PORTFOLIO The AYO Technology Group’s broad product and service offering for the following categories includes associated services, products and infrastructure platforms. 6.1 Big Data Analytics The Group’s technologies, allows its clients to analyse enormous datasets in real-time, facilitating pro-active decision making on information that is real-time. This is especially relevant in, but not limited to, a healthcare environment where patient safety is of utmost concern. An example in this regard is our solution that enables the emergency medical services at all the ambulance dispatch centres to view the capacity at all the emergency areas across 54 hospitals in the Western Cape, allowing them to make the best decision on which hospitals are best equipped to receive patients based upon the type of service required, bed availability, emergency room availability and the like, all determined in real time. 6.2 Integration The Group deploys an integration engine, which provides the ability to integrate, in real time, and in accordance with international standards such as HL7 and IHE, thousands of devices, analysers and external systems in order to deliver mission-critical results, guidance and interventions. Such integration is currently operational within the NHLS and the Western Cape Government where 1800 integration points are active at any given time. 6.3 Business Process Management This is the process of analysing existing processes and applying change management and business process re-engineering techniques, allowing AYO Technology to re-align its client’s business and operational processes to implement solutions in accordance with best practice, ensuring optimal value to clients.

7 6.4 Software Development Bespoke software developments, localisation of international productions for the African market and development of new solutions is a focus area within the AYO Group. The AYO Group uses this skillset both internally, to develop products, as well as externally by selling this service to clients. Within the digital publishing, healthcare and, financial services sectors, amongst others, AYO Technology owns a bouquet of products which has been internally developed and for which licences are sold to clients. The project management around software development is a service offered by AYO Technology, whereby clients are able to outsource the software development lifecycle management, code release management, continuous integration, automation and deployment to ensure tight governance. 6.5 Internet of Things (IoT) This is the concept of connecting devices to the internet which includes a cellphone, wearable device and components of a machine, which links this area closely to industrial technology. The Internet of Things extends internet connectivity beyond traditional devices like desktops, laptops, smartphones and tablets to a diverse range of devices and everyday things that utilise embedded technology to communicate and interact with the external environment, all via the internet. The analyst firm, Gartner (www.gartner.com/newsroom), says that by 2020 there will be over 260 billion connected devices. The AYO Technology Group has developed products that are at the forefront of wearable technologies in the entertainment, healthcare and security sectors. 6.6 Data Security Data security refers to digital privacy measures that are applied to prevent unauthorised access to computers, databases, website networks and personal information. This is an essential aspect of any organisation. The AYO Techology Group provides data security within the South African banking, e-commerce and telecommunications sectors focusing on identity management, access management and governance, data auditing and data protection as well as security management for networks, servers and devices amongst other things. AYO Techology assists organisations in managing data, security governance and risk and ensuring compliance. 6.7 Cloud Services AYO Technology has the ability to decommission an on-premise data centre and migrate to cloud or alternatively offer a hybrid cloud by integrating the on-premise data centre with a cloud. AYO Technology further has the ability to monitor performance of its client’s cloud application and infrastructure, and leverage technology with algorithms and heuristics to provide insights into how its clients can improve cloud cost management and still deliver the same workload, gain cloud visibility and increase cloud resource utilization. 6.8 Digital Transformation, Advisory and Training Services AYO Technology’s advisory services offers guidance that enables clearer visualization and subsequent communication of the potential for digital transformation within an organisation. AYO Technology then works with the organisation to turn this picture of potential into a roadmap for digital transformation. 6.9 AYO Academy The resourcing of highly specialised skill is critical to digital success. Experience and skills availability are the biggest contributing factors to the success of any project. Unfortunately, the reality is that there is a lack of availability of experienced people in the local market, particularly emerging Black software developers. In order to ensure future success and longevity, AYO Technology has developed a mentorship programme in order to accelerate skills development within its business. In terms of this programme, AYO Technology offers bursaries to students or employs them on an internship or learnerships basis with the possibility of being retained as permanent employees thereafter. Developing skills in technical disciplines is important to ensure that AYO Technology is not constrained in the implementation of its solutions and also provides an opportunity for previously disadvantaged individuals. As the solutions provided by AYO Technology have many areas of integration and require many different skill sets, it is critical to have many cross-disciplinary skills in a single team for more effective analysis of problems and solutions. This is a focus of the training programs. The AYO Technology project delivery is executed by a team of technical staff that sees various deliverables assigned to individuals with appropriate levels of skill. The net result is that the cost of implementation and support is reduced.

7. RATIONALE FOR THE LISTING 7.1 The South African ICT sector is experiencing market consolidation to address a South African market demand for turn- key service providers. Over and above the demand for scalable turnkey service providers, the South African market lacks an empowered service provider and upon Listing, AYO Technology will be positioned as one of the leading empowerment groups in the South African ICT sector. Thus, in light of the current market conditions and regulation pertaining to Black economic empowerment in South Africa, AYO Technology is well positioned to capture part of the growing ICT spend across the South African market. AYO Technology’s services are currently deployed in Africa and Europe and, as a result of AYO Technology’s anticipated shareholding in, and strategic relationship with BT post Listing, an international brand providing access to global technology trends and to the broader global market, AYO Technology is further placed to grow its existing footprint. 7.2 Accordingly, the rationale for the Listing is to: 7.2.1 raise capital in order to fund the rollout of the BT strategic relationship; 7.2.2 raise capital in order to fund the BT Subscription; 7.2.3 raise capital in order to fund AYO Technology’s acquisition pipeline;

8 7.2.4 allow AYO Technology to use listed scrip to fund future acquisitions; 7.2.5 provide AYO Technology’s management and employees an opportunity to acquire an equity stake in AYO Technology post the listing through the AYO Technology Incentive Scheme, which will also serve as a valuable retention and incentivisation tool; 7.2.6 provide Invited Investors with an opportunity to participate in the Private Placement; and 7.2.7 provide Shareholders with a liquid, tradeable asset within a regulated environment and with a market- determined share price.

8. USE OF PROCEEDS The net proceeds of the Private Placement received by AYO Technology (after deducting the expenses of the Private Placement, which are expected to amount to approximately R77.3 million) will be employed, inter alia, to: 8.1 provide the Company with the capital to fund the rollout of the BT strategic relationship; 8.2 provide the Company with the capital to fund organic growth; 8.3 provide the Company with the capital to fund the BT Subscription; and 8.4 provide the Company with capital in order to fund AYO Technology’s acquisition pipeline.

9. MARKET SIZE AND FORECAST FINANCIAL INFORMATION Market Size In Gartner’s Forecast Enterprise IT Spending by Vertical Industry Market, Worldwide, 2015 – 2020, 2017 Update, reference is made to vertical industries where African enterprises are focused on leveraging technology to take advantage of new market opportunities, driving cost efficiencies, innovation and improving productivity. It is evident from the points below that technology spend within South Africa and Africa are both on rising trends as the continent moves to digitisation. This presents a clear opportunity to the AYO Group, as it has, as a result of the BT strategic relationship, the capability across all these technology areas and will be in a position to assist clients in these focus areas whilst leveraging both its significant empowerment credentials in the South African market and its access to BT’s global capabilities. With a view of South African ICT spend, the AYO Technology’s product and service portfolio provides access to a substantial market with South Africa as well as the African continent. Current Gartner market data for the ICT sector indicates that the South African market size is approximately R174 billion for ICT services and products during 2017. AYO Technology envisages capturing 5 – 8% of the market by 2022 as part of its strategic marketing plan. Forecast Financial Information The below information has been extracted from the forecast financial information in Annexure 1:

Forecast Forecast 12 months 12 months 2018 2019 Profit forecast for the year ending 31 August R’000 R’000

Revenue 4 430 912 7 740 563

Profit after tax 764 014 1 071 720

Profit attributable to: Non-controlling interest 14 780 20 115 Owners of the parent 749 234 1 051 605

Basic and diluted earnings per share (cents) 242.68 305.59 Continued operations 242.68 305.59 Discontinued operations – –

Headline earnings per share (cents) 242.68 305.59 Continued operations 242.68 305.59 Discontinued operations – – Weighted average number of shares in issue 308 363 586 344 125 194

9 10. PRIVATE PLACEMENT AND ACTION REQUIRED 10.1 AYO Technology will, in conjunction with the Listing, undertake the Private Placement by way of an offer to Invited Investors to subscribe for Private Placement Shares in AYO Technology at the Placement Price, thereby raising R4.3 billion. 10.2 Only persons who fall within the categories envisaged in section 96(1)(a) of the Companies Act or who subscribe for Private Placement Shares, the subscription cost of which is not less than R1 000 000 per single addressee acting as principal (as contemplated in section 96(1)(b) of the Companies Act), are entitled to participate in the Private Placement. 10.3 The Listing is conditional on (i) shareholders of AEEI voting in favour of the resolutions required to issue the Private Placement Shares and the B-BBEE Consortium Shares at the General Meeting, (ii) all Private Placement Shares being placed in terms of the Private Placement and (iii) AYO Technology obtaining the requisite shareholder spread as required in terms of the JSE Listings Requirements. Should any of these Conditions Precedent fail, the Private Placement and any acceptance thereof shall not be of any force or effect and no person shall have any claim whatsoever against AYO Technology or any other person as a result of the failure of the conditions. 10.4 Applications by Invited Investors for Private Placement Shares must be made in accordance with the procedures and terms detailed in Annexure 17 of this Pre-listing Statement and by completing an Application Form, which accompanies this Pre-listing Statement. Application Forms will be made available to Invited Investors. 10.5 Applications for Private Placement Shares can only be made for Dematerialised Shares and must be submitted through a CSDP or Broker in accordance with the Custody Agreement governing the relationship between the applicant and the CSDP or Broker by the cut-off time stipulated by the CSDP or Broker. 10.6 If you are in any doubt as to what action to take, you should consult your Broker, attorney or other professional advisor immediately.

11. STATEMENT AS TO LISTING ON THE JSE 11.1 The JSE has granted AYO Technology a listing of all its issued Shares on the main board of the JSE under the abbreviated name “AYO”, share code “AYO” and ISIN ZAE000252441 with effect from the commencement of trade on Thursday, 21 December 2017. AYO Technology will be listed in the “Computer Services” sector of the main board of the JSE, subject to obtaining the requisite shareholder spread as required in terms of the JSE Listings Requirements 11.2 Shareholders are advised that their Shares may only be traded on the JSE in Dematerialised form. Accordingly, Shareholders who hold Shares in certificated form will need to Dematerialise their Shares into an account held at a suitable service provider, in order to trade their Shares on the JSE. This can be either one of the CSDPs that offers a trading service or a JSE-registered Broker. The process takes a few days, depending on the volumes of certificates to be authenticated. While such Shares are undergoing Dematerialisation, the Shareholder will be unable to trade them.

10 SALIENT DATES AND TIMES

The definitions and interpretations commencing on page 12 of this Pre-listing Statement apply to these salient dates and times. 2017 Abridged Pre-listing Statement published on SENS on Wednesday, 13 December Pre-listing Statement published on AYO Technology’s website (www.ayotsl.com) and made available for inspection on Wednesday, 13 December Opening date of Private Placement on Wednesday, 13 December Abridged Pre-listing Statement published in the press on Thursday, 14 December Closing date of Private Placement at 17:00 on Friday, 15 December Notification of application to successful Invited Investors on Monday, 18 December Results of Private Placement released on SENS on Monday, 18 December General Meeting to approve the issuing of the Private Placement Shares and the B-BBEE Consortium Shares at 10:00 on Monday, 18 December Accounts at CSDPs/Brokers updated in respect of Dematerialised Shareholders on Thursday, 21 December Listing of Shares on the JSE expected at commencement of trade at 9:00 on Thursday, 21 December

Notes: 1 The above dates are subject to change. Any such change will be announced on SENS. 2 All references to dates and times are to local dates and times in South Africa. 3 Invited Investors must advise their CSDP or Broker of their acceptance of the Private Placement Shares in the manner and cut-off time stipulated by their CSDP or Broker. 4 CSDPs effect payment on a “delivery-versus-payment” basis.

11 DEFINITIONS AND INTERPRETATION

In this Pre-listing Statement, unless otherwise stated or the context otherwise indicates, the words in the first column shall have the corresponding meanings stated opposite them in the second column and words in the singular shall include the plural and vice versa, words importing natural persons shall include corporations and associations of persons and any reference to one gender shall include the other gender:

“AEEI” African Equity Empowerment Investments Limited (registration number 1996/006093/06), a public company incorporated under the laws of South Africa, the shares of which are listed on the main board of the JSE, which will hold 69.55% of the issued ordinary share capital of AYO Technology following the issue of the B-BBEE Consortium Shares and which is expected, on Listing, to dilute to approximately 49%;

“AEEI Corporate Finance” AEEI Corporate Finance (registration number 2016/402199/07), a private company incorporated under the laws of South Africa, a wholly-owned subsidiary of AEEI;

“AEEI MOU” the non-binding memorandum of understanding entered into between AEEI, AYO Technology, Kilomix Investments and Kilomax Investments on or about 28 November 2017, in terms of which AYO Technology has agreed, subject to the fulfillment of various conditions precedent to enter into an agreement in order to subscribe for 99% of the issued shares of Kilomix Investments (the entity through which AEEI holds its 30% interest in BT), the material terms of which are set out in Annexure 16;

“Acacia’ Acacia Cloud Solutions (Proprietary) Limited (registration number 2017/030151/07), a private company duly incorporated in accordance with the laws of South Africa;

“Afrozaar” Afrozaar Proprietary Limited (registration number 2012/035740/07), a private company duly incorporated in accordance with the laws of South Africa;

“Afrozaar UK” Afrozaar UK Limited (registration number 00665010), a private company duly incorporated in accordance with the laws of England and Wales;

“Application Form” the application form to be used by Invited Investors when applying for Private Placement Shares to be issued to them in terms of the Private Placement, which is attached to this Pre-listing Statement (grey) and which will be made available to Invited Investors;

“AYO Technology” AYO Technology Solutions Limited (previously known as Sekunjalo Technology Solutions Limited) (registration number 1996/014461/06), a public company incorporated under the laws of South Africa, which is, at the date of this Pre-listing Statement, a subsidiary of AEEI and which will, following the Listing, remain approximately 49% held by AEEI;

“AYO Technology Group” or AYO Technology and its Subsidiaries, the structure of which group, as at the Last Practicable “Group” Date, is detailed in Annexure 11;

“AYO Technology Group Company” any of the Subsidiaries of AYO Technology;

“AYO Technology Incentive the AYO Technology incentive scheme, the detail of which is set out in paragraph 14.7 and in Scheme” Annexure 18 of this Pre-listing Statement;

“B2B” business to business;

“B2C” business to customer;

“B-BBEE” broad-based black economic empowerment, as such term is defined in the B-BBEE Act from time to time;

“B-BBEE Act” the Broad-Based Black Economic Empowerment Act, No. 53 of 2003, as amended;

“B-BBEE Codes” the Codes of Good Practice issued pursuant to section 9(1) of the B-BBEE Act, as amended from time to time;

“B-BBEE Consortium” various broad based empowered consortiums benefiting, inter alia, POPCRU, SACTWU, the Black Business Council, FEDUSA nominees, NEHAWU and the Social Entrepreneurship Foundation, provided that no member of the consortium shall be a related party as such term is defined in the JSE Listings Requirements;

“B-BBEE Consortium Share Issue” the issue by the Company of 31 960 000 Shares at an issue price of R1.50 per Share to the B-BBEE Consortium prior to Listing;

“B-BBEE Consortium Shares” 31 960 000 Shares to be issued by AYO Technology in terms of the B-BBEE Consortium Share Issue;

“B-BBEE ICT Sector Codes” the amended Information and Communication Technology Sector Code published on 7 November 2016 in terms of section 9 (1) of the B-BBEE Act, No. 53 of 2003 and as such sector code may be amended from time to time;

12 “BI/Analytics” Business Intelligence (BI) is also called descriptive analytics, in that it describes a past or current state. It comprises the strategies and technologies used by enterprises for the data analysis of business information;

“Black” or “Black People” black people as defined in the B-BBEE Act and the B-BBEE ICT Sector Codes from time to time;

“Board” or “Directors” the board of directors of AYO Technology, further details of whom appear in paragraph 10.2 of this Pre-listing Statement;

“BT” BT Communications Services South Africa Proprietary Limited (registration number 2008/006072/07), a private company duly incorporated in accordance with the laws of South Africa, whose shares, as at the date of this Pre-listing Statement are indirectly held by AEEI (30%) and BT UK (70%);

“BT Alliance Agreement” the alliance agreement entered into between AYO Technology and BT on or about 12 December 2017, setting out the terms of the strategic relationship between AYO Technology and BT, the material terms of which are set out in Annexure 16;

“BT Subscription” the transaction in terms of which AYO Technology is expected to subscribe for 99% of the issued shares of Kilomix Investments, an entity through which AEEI currently indirectly holds 30% of the issued shares of BT, as envisaged in the AEEI MOU;

“BT UK” BT Limited (registration number 2216369), a public company limited by shares duly incorporated in accordance with the laws of England and Wales, the ultimate shareholder of which is British Telecoms Plc, a listed public company;

“Broker” any person registered as a “broking member (equities)” in accordance with the provisions of the Financial Markets Act;

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

“CAGR” compound annual growth rate;

“Certificated Shareholders” Shareholders who own Certificated Shares;

“Certificated Shares” Shares which have not been Dematerialised, title to which is represented by a share certificate or other Document of Title;

“cent(s)” South African cent(s);

“CIPC” the Companies and Intellectual Property Commission, established by section 185 of the Companies Act;

“Common Monetary Area” the Republics of South Africa and Namibia and the Kingdoms of Lesotho and Swaziland;

“Conditions Precedent” the conditions precedent to the Listing and the Private Placement, as set out in paragraph 11.3 of this Pre-listing Statement;

“Companies Act” the South African Companies Act, No. 71 of 2008, as amended;

“CSDP” a Central Securities Depository Participant, accepted as a participant in terms of the Financial Markets Act, with whom a Shareholder holds a Dematerialised share account;

“Custody Agreement” the agreement which regulates the relationship between the CSDP or Broker and each beneficial holder of Dematerialised Shares;

“Dematerialise” or “Dematerialised” the process by which Certificated Shares are converted into an electronic format as Dematerialised or “Dematerialisation” Shares and recorded in AYO Technology’s uncertificated securities register administered by a CSDP;

“Dematerialised Shares” Shares which have been incorporated into the Strate system and which are no longer evidenced by certificates or other physical Documents of Title;

“Dematerialised Shareholders” Shareholders who hold Dematerialised Shares;

“Digital Matter” Digital Matter Proprietary Limited (registration number 2000/009711/07), a private company duly incorporated in accordance with the laws of South Africa;

“Documents of Title” share certificates, certified transfer deeds, balance receipts or any other documents of title to Certificated Shares acceptable to AYO Technology;

“ERP” enterprise resource planning

“Exchange Control Regulations” the Exchange Control Regulations, 1961, as amended from time to time, issued in terms of section 9 of the Currency and Exchanges Act, No. 9 of 1933, as amended;

“Financial Markets Act” the South African Financial Markets Act, No. 19 of 2012, as amended;

“Gartner” Gartner, Inc. (listed on the New York stock exchange) an international research and advisory company;

13 “General Meeting” the general meeting of AEEI Shareholders to be held at 10:00 on Monday, 18 December 2017, to consider and, if deemed fit, approve the resolutions to approve the issuing of the Private Placement Shares and the B-BBEE Consortium Shares;

“Headset Solutions” Kalula Communications Proprietary Limited (registration number 1993/007330/07), trading as Headset Solutions, a private company duly incorporated in accordance with the laws of South Africa;

“Headset Solutions Acquisition the sale of shares agreement entered into between AYO Technology, Communications Products Agreement” Proprietary Limited, Anthony Stewart Brown and Headset Solutions during 2016, in terms of which AYO Technology acquired 51% of the issued share capital of Headset Solutions from Communications Products Proprietary Limited;

“HL7” or “IHE” standards used to exchange healthcare data between systems or devices;

“HST” Health System Technologies Proprietary Limited (registration number 1980/009386/07), a private company duly incorporated in accordance with the laws of South Africa;

“ICT” Information and Communication Technology;

“IP Network” a communication network that uses internet protocol (IP) to send and receive messages between one or more computers;

“ISP” Internet Service Provider;

“IT” Information Technology;

“Independent Reporting Grant Thornton Cape Incorporated (registration number 2010/016246/07), particulars of which Accountant” appear in the Corporate Information section of the Circular;

“Invited Investors” those specifically identified investors, including financial institutions, selected retail investors and selected private clients, to whom the offer under the Private Placement will be addressed and made, it being recorded that only persons who fall within any of the categories envisaged in section 96(1)(a) of the Companies Act or who subscribe for Private Placement Shares, the subscription cost of which exceeds R1 000 000 per single addressee acting as principal (as contemplated in section 96(1)(b) of the Companies Act), are entitled to participate in the Private Placement;

“JSE” the exchange, licensed in terms of section 9 of the Financial Markets Act and operated by the JSE Limited (registration number 2005/022939/06), a public company incorporated under the laws of South Africa;

“JSE Listings Requirements” the Listings Requirements of the JSE in force as at the Last Practicable Date;

“Kilomax Investments” Kilomax Investments Proprietary Limited (registration number 2008/023018/07), a private company duly incorporated in accordance with the laws of South Africa, a wholly-owned subsidiary of AEEI, which holds 100% of the issued shares of Kilomix Investments;

“Kilomix Investments” Kilomix Investments Proprietary Limited (registration number 2008/023006/07), a private company duly incorporated in accordance with the laws of South Africa, a wholly-owned subsidiary of Kilomax Investments and which holds 30% of the issued shares of BT;

“King Code” the Code of Corporate Practices and Conduct, as set out in the King IV Report on Corporate Governance for South Africa, 2016;

“Last Practicable Date” the last practicable date for finalisation of this Pre-listing Statement, being Friday, 1 December 2017;

“Listing” the proposed listing of all of the issued Shares on the main board of the JSE, which listing is anticipated to commence with the commencement of trade on the Listing Date;

“Listing Date” the proposed date of the Listing, which is expected to be on Thursday, 21 December 2017;

“Major Subsidiary” a major subsidiary, as defined in the JSE Listings Requirements of AYO Technology, meaning a subsidiary that represents 25% or more of the total assets or revenue of the consolidated Group, comprising, as at the date of this Pre-listing Statement, Puleng Technologies, as further detailed in Annexure 12;

“Material Agreements” the AEEI MOU, BT Alliance Agreement, Puleng Acquisition Agreement and the Headset Solutions Acquisition Agreement;

“MOI” the memorandum of incorporation of AYO Technology, a copy of which is available for inspection as indicated in paragraph 27 of this Pre-listing Statement;

“NHI” National Health Insurance;

“NHLS” National Health Laboratory Service, the pathology service in South Africa with the responsibility of supporting the national and provincial health departments;

“Ovum” Ovum Limited, an independent analyst and consultancy firm headquartered in London;

14 “Placement Price” the price per Share at which Private Placement Shares are placed under the Private Placement, being R43.00 per Share;

“Pre-listing Statement” this pre-listing statement dated Wednesday, 13 December 2017, including all annexures hereto;

“Private Placement” the private placement, to be undertaken by AYO Technology in conjunction with the Listing, involving an offer to Invited Investors to subscribe for Private Placement Shares in the Company at the Placement Price, thereby raising R4.3 billion for the Company;

“Private Placement Shares” up to 99 782 655 Shares offered to Invited Investors under the Private Placement;

“PSG Capital” or “Transaction PSG Capital Proprietary Limited (registration number 2006/015817/07), a private company Advisor and Sponsor” incorporated under the laws of South Africa, the particulars of which appear in the “Corporate Information” section of this Pre-listing Statement;

“Puleng Technologies” Puleng Technologies Proprietary Limited (registration number 2003/013399/07), a private company duly incorporated in accordance with the laws of South Africa;

“Puleng Acquisition Agreement” the memorandum of agreement of sale of shares agreement entered into between Ilayo Holdings Proprietary Limited, Paul Edmond Thompson, Steven Grant James, AYO Technology, Johannes Tobias van der Westhuizen, Muhammed Mayet, the trustees for the time being of the Puleng Technologies Employees Share Trust, Riaan Hamman and Puleng Technologies on or about 6 October 2016, in terms of which Ayo Technology acquired 57% of the issued share capital of Puleng

“Rand” or “R” South African Rand, the official currency of South Africa;

“Register” the register of Certificated Shareholders maintained by the Transfer Secretaries and the sub-register of Dematerialised Shareholders maintained by the relevant CSDPs;

“SAP” SAP ERP Software and Business Solutions;

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

“Shareholders” registered holders of Shares;

“Shares” or “Ordinary Shares” ordinary no par value shares of the Company, which are to be listed on the JSE pursuant to the Listing;

“South Africa” the Republic of South Africa;

“Strate” Strate Proprietary Limited (registration number 1998/022242/07), a private company incorporated under the laws of South Africa, a central securities depository licensed in terms of the Financial Markets Act and responsible for the electronic clearing and settlement system provided to the JSE;

“Subsidiary” a “subsidiary” as defined in the Companies Act, but also includes an entity incorporated outside South Africa which would, if incorporated in South Africa, be a “subsidiary” as defined in the Companies Act;

“Transfer Secretaries” or Link Market Services South Africa Proprietary Limited (registration number 2000/007239/07, a “Computershare” private company incorporated under the laws of the South Africa, particulars of which appear in the “Corporate Information” section of this Pre-listing Statement;

“Tshisevhe Gwina Ratshimbilani Tshisevhe Gwina Ratshimbilani Inc. attorneys particulars of which appear in the “Corporate Inc.” Information” section of this Pre-listing Statement;

“UK” the United Kingdom; and

“WWC” World Wide Creative Proprietary Limited (registration number 2013/076926/07), a private company duly incorporated in accordance with the laws of South Africa.

15 AYO TECHNOLOGY SOLUTIONS LIMITED (previously known as Sekunjalo Technology Solutions Limited) (incorporated in the Republic of South Africa) Registration number: 1996/014461/06 JSE share code: AYO ISIN: ZAE000252441 (“AYO Technology” or “the Company”)

Directors Salim Young (Chairman)*# Kevin Andrew Warwick Hardy (Chief Executive Officer) Naahied Gamieldien (Chief Financial Officer) Siphiwe Nodwele (Chief Technology Officer) Walter Gideon Madzonga*# Khalid Abdulla* Cherie Felicity Hendricks* Aziza Begum Amod*# Telang Michael Ntsasa*# Mbuso Faithstrong Khoza*# * non-executive # independent

PRE-LISTING STATEMENT

SECTION ONE – INFORMATION ON THE AYO TECHNOLOGY GROUP

1. INTRODUCTION AND HISTORY 1.1 AYO Technology is an empowered ICT Group offering numerous end to end solutions to a host of industries. The Group was established in 1996 and has evolved over this time through continually adapting to the local and international ICT landscape. The process of adaptation was enabled by acquiring new businesses, partnerships and sourcing innovative technology within its existing portfolio. AYO Technology, through its divisions, subsidiaries and partners provides solutions to both the public and private sector within South Africa and abroad, with its private sector client base comprising mostly of blue chip multinationals. The Group maintains strong relationships and holds key value added reseller or supplier agreements with principles such as Nokia Siemens, InterSystems Corporation, Cisco Systems, Microsoft Corporation, IBM and Riverbed Technology Inc, which provides the group with continuous access to up to date technology. The Group has a strategic relationship with BT, the details of which are set out below. 1.2 AYO Technology has been granted the listing of all of its issued Shares on the main board of the JSE with effect from Thursday, 21 December 2017, subject to obtaining the requisite shareholder spread as required in terms of the JSE Listings Requirements. 1.3 As a Condition Precedent to the Listing and in order to provide AYO Technology with additional capital to fund its further expansion, AYO Technology will, in conjunction with the Listing, undertake the Private Placement to Invited Investors. AEEI’s shareholding in AYO Technology will, as a result of the Private Placement be reduced from 69.55% (following the issue of the B-BBEE Consortium Shares) to approximately 49% on the Listing Date. 1.4 The purpose of this Pre-listing Statement is to: 1.4.1 provide Invited Investors with relevant information relating to the AYO Technology Group; 1.4.2 communicate the strategy and the objectives of the AYO Technology Group; and 1.4.3 set out the salient details of the Private Placement and the procedure for Invited Investors to participate therein.

16 2. OVERVIEW OF THE AYO TECHNOLOGY GROUP 2.1 Overview 2.1.1 AYO Technology was created from a desire to effect real change in South Africa and beyond its borders and through a belief that the future will be shaped by technological solutions. AYO Technology believes that real change and growth lies in empowering partnerships and through empowered partnerships. These partnerships are born from acquisitions and forged through employees, partners and clients working together to gain the competitive advantage that successful digital transformation can bring. 2.1.2 Harnessing this entrepreneurial spirit alongside a strong board, experienced management, good corporate governance and a specialised skills base, the Group has shown a history of growth and of enabling growth over the last 20 years. 2.1.3 The Group has grown both organically and acquisitively over the last 20 years and is now positioned as one of the most empowered ICT groups of scale in South Africa, offering end-to-end technology solutions across multiple industries. 2.1.4 AYO Technology is an ICT business focused on growth and its strategy is underpinned by a vision of creating a truly global, innovative and scalable B-BBEE ICT group with its roots in South Africa. It intends to achieve this through: 2.1.4.1 targeting global innovation and growth areas of ICT and acquiring/partnering with experts in the space; 2.1.4.2 exploring synergies between its partners and its existing portfolio, with a view to maximizing the potential of its existing portfolio; and 2.1.4.3 exploiting the opportunities that exist in servicing multinationals based in South Africa who require both B-BBEE and an international network capability. 2.1.5 AYO Technology’s growth strategy will be enabled by the capital raised pursuant to the Private Placement. The capital raised, the strategic relationship with BT and the strong acquisition pipeline will enable AYO Technology to be one of most empowered multidiscipline ICT groups, with a full suite of products and services that is able to deliver turnkey ICT solutions to any client. 2.2 AYO Technology Group Structure The following diagram sets out the AYO Technology Group Structure as at the Listing Date:

Note: AYO Technology holds a 50% plus 1 share voting interest in Software Tech Holdings 2.3 Major Subsidiary Details of the Major Subsidiary of AYO Technology are set out in Annexure 12.

17 3. EXISTING BUSINESSES The various existing businesses of the AYO Technology Group on Listing Date are detailed below: 3.1 HST HST was founded in 1980 and is a specialist provider of optimised and integrated healthcare ICT solutions with offices in Cape Town, Johannesburg, Durban and Polokwane. HST’s capabilities include: • the provision of modular and integrated healthcare information systems across all levels of care; • development, implementation and training services; • project management of complex and large implementations; • a blend of local and international skills, expertise and products; and • the provision and management of mission critical ICT infrastructure. Key implementations include an enterprise health information system in the Western Cape across 54 hospitals, 290 clinics and 105 pharmacies. Nationally HST has implemented a centralized laboratory information system which covers all 293 NHLS laboratories across South Africa. Outside of South Africa HST currently has laboratory implementations in Tanzania and provides system support to 21 hospitals in Dubai. The NHI is expected to be a key focus and growth area for HST going forward. The NHI is a key focus area of the department of health and it would require automation and technology to roll out the program successfully.

Brand

Website www.healthsystems.co.za

Key Technology Partners BT, InterSystems, Medpod, ICNET

Clients Western Cape Government, National Health Laboratory Services, Healthcare Solutions Dubai

3.2 Puleng Technologies Puleng Technologies delivers product solutions and professional services to predominantly large blue-chip organisations. Puleng Technologies is a proudly South African B-BBEE Level Two ICT company with its roots firmly planted around building local expertise and providing clients with “Project Success” linked to the solutions that Puleng Technologies design and support. The Puleng Technologies blueprint provides clients with a client-centric strategy to manage and secure the two most valuable assets an organisation has, its “data” and “users”, while at the same time providing a platform to build an efficient, collaborative governance, risk, and compliance (GRC) program to address IT risk’s facing its clients businesses. Puleng Technologies provides its clients with a converged infrastructure platform which allows them to leverage their core strengths across their teams. A converged infrastructure platform brings many benefits to their clients but in essence will simplify infrastructure management and operations, drive higher levels of data centre standardisation, flexibility and performance. The emphasis remains on providing organisations with solutions that automate, integrate and drive higher levels of efficiencies, while enforcing and mitigating risks across an organisation. Puleng Technologies seeks to bridge the information gap between their clients and themselves through high levels of engagement, consultancy, design principals and ultimately by developing an understanding of its client’s business drivers and ICT strategy.

Brand Puleng Technologies

Website www.puleng.co.za

Key Technology Partners IBM, Oracle, Stealthbits, Sail Point, Dell EMC, Sky High, Stratus, VMWare, 1E, Okta, Beyond Trust, RSA

Market Segments Financial Services, Insurance, Logistics, Parastatals and Telecommunications

18 3.3 Headset Solutions Headset Solutions was established in 1993 and is currently one of the largest importers and distributors of headsets on the African continent, with a presence in 10 African countries. Headset Solutions distributes two of the most notable brands within the telecommunications and consumer electronic markets, being Plantronics, which is a personal audio communication headset designer for a wide range of devices; and Konftel, which is one of the leading manufacturers of audio conferencing equipment. Headset Solutions seeks to deliver cutting edge telecommunication solutions backed up by exceptional service and after sales support. It is viewed as a value-added distributor by its principals and distributes throughout the African market via an in-house warehouse and distribution channel.

Brand

Website www.headsetsolutions.co.za

Key Technology Partners Plantronics, Konftel

Sample Clients Vodacom, MTN, Old Mutual, Absa, Telkom, SARS, SASOL, BT, CellC, Standard Bank, First National Bank, Transnet, Liberty, Safaricom, Mauritius Telecom, Orange Telecom, Deloitte, Ernst & Young, SAA, Air Mauritius

3.4 Afrozaar Afrozaar is a software consulting services and product development business, that specialises in providing scalable digital solutions to retailers, media groups and brand agencies. Afrozaar was founded in 2010, and has a client footprint in Africa, USA and Europe. Afrozaar’s specialised digital media product set has been bundled into “The Publisher’s Toolbox”, a platform where each product can exist independently of the other, however when integrated, provides an enterprise content distribution ecosystem. Afrozaar is focused on the provision of multimedia platforms within an Amazon cloud hosted environment, where scalability and performance is achievable with minimal risk and cost. Complementing the digital product set, Afrozaar also started and founded a cloud infrastructure service business under the Acacia Cloud Solutions business brand. Acacia Cloud Solutions is an Amazon partner and cloud infrastructure business, specialising in professional and managed services relating to cloud technology, as well as hosting of cloud infrastructure in the Amazon global cloud-based data centres.

Brand

Website www.afrozaar.com

Key Technology Partners Amazon web services, Google

Sample Clients Independent Media, African News Agency, Loot Online, Firebrand Media Group, Kent Media Group, The Foschini Group

3.5 WWC WWC is a digital transformation strategy and advisory firm with a 15-year track record in providing technology, customer and change management solutions to businesses across Africa in order to add real business value. WWC works with medium to large B2C and B2B clients in government, retail, finance, telecommunications and the automotive industry. As a people and technology company, WWC partner with business leaders to create a clear picture of their organisation’s digital potential and help them articulate their vision to the business. With these fundamental building blocks in place, their clients focus shifts to mapping out the best way to making that picture a reality.

Brand

Website www.wwc.co.za

Key Technology Partners WWC solutions are technology agnostic

Sample Clients The City of Cape Town (Transport and Development Agency), Afrimax (Part of the Vodafone group), Mix Telematics, American Swiss, AMC Cookware, RMB, Octodec, Independent Media

19 3.6 Digital Matter Digital Matter, formed in 2000, is a specialist IT company focusing on enterprise application and solution development. Digital Matter is a certified Microsoft Corporation development partner and incorporates Microsoft Corporation technology as a digital platform in all applications, products and solutions. Digital Matter has product offerings covering mobile inspection management (InspectionOne), fixed asset management (AssetAuditor), tracking solutions, as well as solutions developed for clients in mobile field service, property inspections, franchise evaluation, mobile banking and commissioning.

Brand

Website www.digitalmatter.co.za

Key Technology Partners Microsoft Corporation, Zebra, Bartec, Motorola, Key telematics

Sample Clients Standard Bank, Eskom, Engen, Cell C, Columbus Stainless, Sappi, SARS, Famous Brands, Sasol, Nestle

4. COMPETITIVE ADVANTAGES 4.1 Empowerment 4.1.1 The Board and management view AYO Technology’s empowerment credentials as a significant competitive advantage, which is underpinned by the B-BBEE ICT Sector Codes that seek to advance economic transformation and enhance the participation of Black People in the South African economy. The B-BBEE ICT Sector Codes are intended to address the vast income inequalities that exist and promote the previously marginalised Black population following apartheid. B-BBEE has broad support across South Africa, and business communities are expected to take the lead in transformation by addressing employment and ownership within their businesses. Recently new and more onerous B-BBEE ICT Sector Codes have been published which provide more preferential procurement points to companies in the ICT sector that procure products and services from entities that are 51% Black owned (and 30% Black Women owned) (as these terms are defined in the B-BBEE ICT Sector Codes). It is these additional 11 points that customers of the Group can benefit from by procuring up to 40% of their total procurement from 51% Black owned businesses and a further 5 points for procuring 12% of their total procurement from 30% Black women owned businesses and that AYO Technology seeks to rely on to expand its business. In addition, South African companies listed on the JSE now have to publish a compliance report on their B-BBEE status annually and report on this to the B-BBEE Commission established in terms of the B-BBEE Act. Considering the above legislation and the current competitive landscape, AYO Technology is well positioned to increase the market share of its current product and service offering and has attracted significant deal flow to acquire or partner with companies that require B-BBEE ownership in order to maintain or grow their businesses. Relative to its peers in the South African ICT sector, AYO Technology is expected to be favourably positioned to offer its clients more points for preferential procurement on their B-BBEE scorecard due to AYO Technology being 51% Black owned (and 30% Black women owned) (as these terms are defined in the B-BBEE ICT Sector Codes). The ability of AYO Technology to maximise preferential procurement points also provides the additional benefit of minimising operational risks for its clients. 4.2 Key Strategic Relationship with BT 4.2.1 In terms of the AEEI MOU, AYO Technology will subscribe for 99% of the issued share capital of Kilomix Investments, the entity that holds 30% of the issued share capital of BT, post the Listing. 4.2.2 In addition to being an equity holder in BT, AYO Technology has entered into the BT Alliance Agreement, in terms of which AYO Technology will be one of BT’s strategic partners in South Africa. 4.2.3 In terms of the strategic relationship: 4.2.3.1 AYO Technology and BT will pursue opportunities with new clients, where there is scope for co- operation and/or complementatry products and/or services; 4.2.3.2 BT will partner with AYO Technology in pursuit of existing BT clients and new prospective clients that are international companies headquartered in South Africa (or with significant ICT requirements in South Africa), with ICT requirements that align to BT’s standard products and services, where such clients have particular B-BBEE requirements (in this regard BT and AYO Technology have already concluded a teaming agreement in relation to a request for proposal already submitted to a prospective client). Depending on the needs of the client, AYO Technology will generally act as the prime contractor, with BT acting as the subscontrator, however in certain circumstances BT may act as the prime contractor and AYO Technology as the subcontractor; 4.2.3.3 AYO Technology and BT will be entitled to market each other’s products and services in South Africa, on a “resell” basis or as part of a bundled solution; 4.2.3.4 it is envisaged that a number of employees of BT may transfer to AYO Technology in order to operationalise and empower AYO Technology with the skills and intellectual property required to fulfil contracts awarded; and 4.2.3.5 AYO Technology agrees to remain at least 51% Black owned and 30% Black woman owned.

20 4.2.4 In order to facilitate the provisions of the above products and services, AYO Technology will: 4.2.4.1 build a network and wholesale division for the purposes of leveraging the products and services as a group; and 4.2.4.2 build industrial IT, audio visual and video conferencing support service capacity in South Africa. 4.2.5 The structure and incorporation of the BT products and services into the AYO Technology basket of products and services has the potential to unlock significant market share and significant growth for AYO Technology. These new products and services, along with the existing products and services of the Group, and the Group’s empowerment credentials will allow AYO Technology, in conjuction with BT, to target large multinationals operating in South Africa. 4.2.6 In addition to generating direct market access and providing symbiotic benefits to both parties, BT is a consistent stable dividend yielding investment for the Group. BT’s dividend policy is formalised stating that 50% of profits will be distributed as an annual dividend to its shareholders. 4.3 Implementation of Key Strategic Relationship 4.3.1 AYO Technology have an operating competence and structure that includes management, sales and deal teams, commercial and finance, technology and solution leadership, consultancy competence, as well as supporting functions such as human resources and legal. The key strategic relationship with BT will enable AYO Technology to greatly enhance its product and service offering and will broaden the choices customers have to procure these products and services, particularly from an empowered organisation. 4.3.2 As a result of the strategic relationship: 4.3.2.1 AYO Technology’s vertical competencies will be enhanced and built to broaden its offering, and will include industrial information technology services, applications, video conferencing and audio visual service engineerings; 4.3.2.2 AYO Technology intends to form a core supplier development hub which will support AYO Technology, its Group companies, AYO Technology’s suppliers and AYO Technology’s customers; 4.3.2.3 AYO Technology intends to create a wholesale offering; and 4.3.2.4 AYO Technology will become a fully integrated service organisation. This service organisation will comprise a service desk, field service support, industrial IT services, maintenance and support, as well as proactive monitoring. 4.3.3 In addition to leveraging off its existing Group companies’ capabilities, AYO Technology will also target acquisitions to provide it with application solutions, security services and local network capability system integration to mention a few. 4.3.4 AYO Technology will be resourced in such a way that it has the ability to act as an independent service provider through: 4.3.4.1 providing services through existing employees or through Group resources as part of a shared services model; 4.3.4.2 the external recruitment of appropriate skills (including taking over certain BT employees); 4.3.4.3 the transitioning of resources into AYO Technology, as a result of outgoing service providers and/or customers outsourcing services that are run internally; and 4.3.4.4 the establishment of a graduate skills development programme. 4.3.5 It is expected that the resourcing and transitioning of services will be done in a phased approach to ensure a seamless transition and will be aligned with, and dependent on any additional services clients may award to AYO Technology. 4.3.6 The material terms of the AEEI MOU and the BT Alliance Agreement are set out in Annexure 16. 4.3.7 Additional information on BT can be obtained on www.bt-sa.co.za and www.bt.com.

21 5. INCREASING PORTFOLIO THROUGH ACQUISITIONS As part of AYO Technology’s growth strategy and stemming from its empowerment credentials and the strategic relationship with BT, AYO Technology will expand its product and service stable and in this regard a host of complementary target companies have been engaged and are at various stages of due diligence, with agreements expected to be concluded post the Listing. The target companies have been selected for the complementary products and services they offer to AYO Technology’s existing product and service offering. To ensure smooth transitioning into the AYO Technology Group, AYO Technology also ensures that the companies it targets, align with the AYO Technology Group’s philosophy of seeing technology as an enabler for its employees and its clients. High level details of these companies is set out below. Whilst negotiations with below companies are at various stages of conclusion, there is no certainty that all the transactions referred to below will be concluded. High level detail of these companies is set out below. 5.1 Company A Company A is a dynamic, fast growing business that is focused on providing software development and business integration services to its clients. The management and technical teams have worked together since 2003, offering clients the benefit of significant experience gained from working together for more than a decade. Company A is an IBM Gold Business Partner and has demonstrated superior skills and market success. 5.2 Company B Founded in 2004 and employing 300 staff with a national presence, Company B provides acquisition, fulfilment and support services for communications service providers (CSP’s). In addition, Company B also offers retail services including point of sale, training and general store operations, field services including end user mobility support, connected home/office services and network services. 5.3 Company C Company C is a IT consulting and application services business. As a 51% Black owned level 2 B-BBEE company, the management and owners are all well recognized advisers or seasoned delivery professionals sourced from IT consultancies or corporates in South Africa. Company C focuses on the following services to its clients: • IT strategy and governance; • due diligence and quality assurance; • SAP strategy, design, build and run; • programme and project management; • SAP consulting services; • subject matter expertise – supply chain management; • operational reporting and process optimisation; • SAP sharepoint integration; and • SAP mobile enablement. 5.4 Company D Company D is a systems integrator and offers network, storage, security and consultancy services assisting its clients in deploying and managing ICT infrastructure. Company D was established in 2009, and is a level 1 B-BBEE organisation with 100% Black women ownership. Company D is pioneering the Government strategy to empower women into leadership and ownership roles within the South African corporate industry. Over the years, Company D has evolved and partnered with international blue-chip companies who in turn have positioned Company D as reputable specialists in the data field. 5.5 Company E Company E is an independent integrator of advanced network and cloud computing services offering an aggregation of ISP services to the South African market. Through a collaboration of multiple ISPs and vendors, Company E takes an independent approach to sourcing, building and managing converged communication networks, allowing it to deliver solutions that are best of breed while remaining vendor neutral. Coupled with the aggregation of these best of breed services, its carrier neutral network adds significant value to its clients. 5.6 Company F Company F designs, builds and manages infrastructure solutions for its clients across South Africa and Africa. Company F offers the following services: • Infrastructure as a Service – infrastructure as a service is a computing consumption model for network, storage and server resources. In most cases infrastructure as a service is an off-premise hosted solution. Computing resources are owned and operated by the service provider. Organisations can consume these resources based on a monthly fee with no capital outlay. The typical fee is based on per usage basis depending on the resources consumed. • Desktop as a Service – desktop as a service is a consumption model for desktop computing for end users. Desktop computing resources are hosted on server based infrastructure in the cloud and can be accessed from any device, anywhere. The intention is to remove the dependency of the end user device for the user to compute. The service provider ensures the server infrastructure is available for end user access. The fee is based on per user basis. • Backup as a Service – backup as a service is a consumption model for backing up servers. Service providers will provide a backup target platform, some form of backup software combined and operational resources to backup servers. The service provider will ensure that the backup infrastructure is managed and available for storing backups. The typical fee is based on the amount of capacity consumed on the target platform.

22 5.7 Company G Formed in 2009, Company G is a specialist IP Network systems integrator, value added reseller and network centric cloud provider that delivers services to enterprises and carriers across Africa. Company G applies a rigorous approach to IP services implementation that satisfies its clients’ business needs. It fields a range of best of breed products to complement its technical skills, creating practical solutions for empowering African communications. Company G has a client footprint in Africa with offices in Johannesburg, Durban and Cape Town. 5.8 Company H Company H is an independent solutions provider providing mobile, broadband and hosting to its client base. The business is led by a dynamic team than have for some of the larger ICT corporates in the industry.

6. CLIENT OFFERINGS – DIVERSIFIED PORTFOLIO The AYO Technology Group’s broad product and service offering for the following categories includes associated services, products and infrastructure platforms. 6.1 Big Data Analytics The Group, allows its clients to analyse enormous datasets in real-time, facilitating pro-active decision making on information that is real-time. This is especially relevant in, but not limited to, a healthcare environment where patient safety is of utmost concern. An example in this regard is our solution that enables the emergency medical services at all the ambulance dispatch centres to view the capacity at all the emergency areas across 54 hospitals in the Western Cape, allowing them to make the best decision on which hospitals are best equipped to receive patients based upon the type of service required, bed availability, emergency room availability and the like, all determined in real time. 6.2 Integration The Group deploys an integration engine, which provides the ability to integrate, in real time, and in accordance with international standards such as HL7 and IHE, thousands of devices, analysers and external systems in order to deliver mission-critical results, guidance and interventions. Such integration is currently operational within the NHLS and the Western Cape Government where 1800 integration points are active at any given time. 6.3 Business Process Management This is the process of analysing existing processes and applying change management and business process re-engineering techniques, allowing AYO Technology to re-align its client’s business and operational processes to implement solutions in accordance with best practice, ensuring optimal value to clients. 6.4 Software Development Bespoke software developments, localisation of international productions for the African market and development of new solutions is a focus area within the AYO Group. The AYO Group uses this skillset both internally, to develop products, as well as externally by selling this service to clients. Within the digital publishing, healthcare and financial services sectors, amongst others, AYO Technology owns a bouquet of products which has been internally developed and for which licences are sold to clients. The project management around software development is a service offered by AYO Technology, whereby clients are able to outsource the software development lifecycle management, code release management, continuous integration, automation and deployment to ensure tight governance. 6.5 Internet of Things (IoT) This is the concept of connecting devices to the internet which includes a cellphone, wearable device and components of a machine, which links this area closely to industrial technology. The Internet of Things extends internet connectivity beyond traditional devices like desktops, laptops, smartphones and tablets to a diverse range of devices and everyday things that utilise embedded technology to communicate and interact with the external environment, all via the internet. The analyst firm, Gartner (www.gartner.com/newsroom), says that by 2020 there will be over 260 billion connected devices. AYO Technology Group has developed products that are at the forefront of wearable technologies in the entertainment, healthcare and security sectors. 6.6 Data Security Data security refers to digital privacy measures that are applied to prevent unauthorised access to computers, databases, website networks and personal information. This is an essential aspect of any organisation. The AYO Technology Group provides data security within the South African banking, e-commerce and telecommunications sectors focusing on Identity management, Access management and governance, Data auditing and data protection as well as security management for networks, servers and devices amongst other things. AYO Technology assists organisations in managing Data, security governance and risk and ensuring compliance. 6.7 Cloud Services AYO Technology has the ability to decommission an on-premise data centre and migrate to cloud or alternatively offer a hybrid cloud by integrating the on-premise data centre with a cloud. AYO Technology further has the ability to monitor performance of its clients cloud application and infrastructure, and leverage technology with algorithms and heuristics to provide insights into how its clients can improve cloud cost management and still deliver the same workload, gain cloud visibility and increase cloud resource utilization.

23 6.8 Digital Transformation, Advisory and Training Services AYO Technology advisory services offers guidance that enables clearer visualization and subsequent communication of the potential for digital transformation within an organisation. AYO Technology then works with the organisation to turn this picture of potential into a roadmap for digital transformation. 6.9 AYO Academy The resourcing of highly specialised skill is critical to digital success. Experience and skills availability are the biggest contributing factors to the success of any project. Unfortunately, the reality is that there is a lack of availability of experienced people in the local market, particularly emerging Black software developers. In order to ensure future success and longevity, AYO Technology has developed a mentorship programme in order to accelerate skills development within its business. In terms of this programme, AYO Technology offers bursaries to students or employs them on an internship or learnerships basis with the possibility of being retained as permanent employees thereafter. Developing skills in technical disciplines is important to ensure that AYO Technology is not constrained in the implementation of its solutions and also provides an opportunity for previously disadvantaged individuals. As the solutions provided by AYO Technology have many areas of integration and require many different skill sets, it is critical to have many cross-disciplinary skills in a single team for more effective analysis of problems and solutions. This is a focus of the training programs. The AYO Technology project delivery is executed by a team of technical staff that sees various deliverables assigned to individuals with appropriate levels of skill. The net result is that the cost of implementation and support is reduced. 6.10 Summary The above services portfolio is summarised in the following diagram:

24 7. MARKET SIZE 7.1 In Gartner’s Forecast Enterprise IT Spending by Vertical Industry Market, Worldwide, 2015 – 2020, 2017 Update, reference is made to vertical industries where African enterprises are focused on leveraging technology to take advantage of new market opportunities, driving cost efficiencies, innovation and improving productivity. It is evident from the points below that technology spend within South Africa and Africa are both on rising trends as the continent moves to digitisation. This presents a clear opportunity to the AYO Group, as AYO Technology has, as a result of the BT strategic relationship, the capability across all these technology areas and will be in a position to assist clients in these focus areas whilst leveraging both its significant empowerment credentials in the South African market and its access to BT’s global capabilities. 7.2 According to Gartner, BI/Analytics will be among the top IT spending priorities in Africa, followed by infrastructure and data, and digitalization. According to Gartner, IT budget spend on digitalization is expected to increase from 21.0% in 2017 to 31.0% in 2018, indicating efforts to drive digitalization. AYO technology is of the view that African businesses are still investing heavily in non-differentiating activities such as infrastructure and data centers. This indicates pending modernisation of their core technology before they can even consider digital-business-style investments in order to drive business value and differentiation. The Board believes that African companies will need to partner with organisations such as AYO Technologies to achieve this. 7.3 Five significant trends have been identified by Ovum for the period 2017 – 2020 as trends which will drive the African ICT sector as businesses adopt a digital strategy and look to ICT partner organisations to help them along the journey to digitisation. These trends are Cloud Computing, IoT, Cyber Security, Big Data and Digitalization (Source – Ovum/ Africa Analysis/IDC). 7.4 As a particular focus area of the AYO Group, cyber security presents a significant opportunity for AYO Technology. Through its subsidiary company Puleng Technologies, AYO Technology is well positioned to exploit this market both locally and throughout Africa. BT UK is a leader globally in cyber security and AYO Technology intends to leverage this experience and capability through its Group companies. As per the Ovum 2018 Trends to Watch Middle East and Africa report, the African cyber security market is estimated to grow from $0.92 billion in 2015 to $2.32 billion by 2020, at a compound annual growth rate (CAGR) of 20.41% from 2015 to 2020. South Africa is expected to be the largest market in terms of market size, while emerging economies like Morocco and Nigeria are expected to experience increased market traction with high CAGRs during the forecast period. AYO Technology believes this should translate into significant revenues to the Group, especially considering its capabilities as a whole and its empowerment credentials as a competitive advantage in South Africa. 7.5 With a view of South African ICT spend, AYO Technology’s product and service portfolio provides access to a substantial market within South Africa, as well as the African continent. Current Gartner, market data for the ICT sector indicates that the South African market size is approximately R174 billion for ICT services and products during 2017. AYO Technology envisages capturing 5 – 8% of the market by 2022 as part of its strategic marketing plan.

2017 – South African 2014 2015 2016 2017 2018 2019 2020 2020 Enterprise ICT Market R Million R Million R Million R Million R Million R Million R Million CAGR Software 27,611 28,429 30,398 38,543 42,892 47,756 53,158 11.3% IT Services 73,419 71,166 73,767 89,466 94,173 98,998 103,928 5.1% Telecom Services 44,080 41,700 41,800 48,384 48,172 47,882 47,637 -0.5% Devices 3,509 13,504 11,674 12,677 12,894 13,275 13,191 1.3% Data Centre Systems 7,453 8,208 7,698 9,272 9,656 9,836 9,986 2.5% Grand Total 166,071 163,008 165,338 198,342 207,787 217,746 227,900 4.7% Exchange Rate of 20.5 Source: Gartner (January 2017)

25 7.6 The below table represents the total addressable market for AYO Technology in Africa across various vertical industry sectors. Table 1 illustrates the spend per sector and Table 2 shows the projected compound annual growth rate in these sectors. Currently BT services a significant percentage of the energy and resources sector in South Africa, with public and financial services sectors presenting an opportunity for AYO Technologies to leverage off BT’s proven global capability in these sectors. Table 1

Table 2

(Source – Ovum/Africa Analysis/IDC)

26 8. PROSPECTS 8.1 The Board believes that AYO Technology is well positioned for growth over the next three to five years and into the future. It is expected that the growth will be driven through leveraging AYO Technology’s strong empowerment credentials, its strategic relationship with BT, as well as through a combination of acquisitions of new businesses, partnerships and sourcing innovative technology within its existing portfolio. 8.2 AYO Technology’s vision is to combine leading industry solutions and services in order to provide digital innovation that will help enable its clients to achieve their business objectives and gain a competitive advantage through successful digital transformation. 8.3 Given the above, the Board is of the view that AYO Technology’s prospects are favourable.

9. RATIONALE FOR LISTING 9.1 The South African ICT sector is experiencing market consolidation to address a South African market demand for turn- key service providers. Over and above the demand for scalable turnkey service providers, the South African market lacks an empowered service provider and upon Listing, AYO Technology will be positioned as one of the leading empowerment groups in the South African ICT sector. Thus, in light of the current market conditions and regulation pertaining to Black economic empowerment in South Africa, AYO Technology is well positioned to capture part of the growing ICT spend across the South African market. AYO Technology’s services are currently deployed in Africa and Europe and, as a result of AYO Technology’s strategic relationship with BT post Listing, an international brand providing access to global technology trends and to the broader global market, AYO Technology is further placed to grow its existing footprint. 9.2 Accordingly, the rationale for the Listing is to: 9.2.1 raise capital in order to fund the rollout of the BT strategic relationship; 9.2.2 raise capital in order to fund the BT Subscription; 9.2.3 raise capital in order to fund AYO Technology’s acquisition pipeline; 9.2.4 allow AYO Technology to use listed scrip to fund future acquisitions; 9.2.5 provide AYO Technology’s management and employees an opportunity to acquire an equity stake in AYO Technology post the Listing through the AYO Technology Incentive Scheme, which will also serve as a valuable retention and incentivisation tool; 9.2.6 provide Invited Investors with an opportunity to participate in the Private Placement; and 9.2.7 provide Shareholders with a liquid, tradeable asset within a regulated environment and with a market- determined share price.

10. MANAGEMENT AND BOARD OF AYO TECHNOLOGY 10.1 Management overview 10.1.1 The Company is governed by the Board, which is responsible for ensuring that AYO Technology complies with all of its statutory and regulatory obligations, as specified in the Companies Act, King IV, the MOI and, following the Listing, the JSE Listings Requirements. 10.1.2 AYO Technology’s executive committee meets monthly and acts as a consolidated oversight committee for the AYO Technology Group. The executive committee will upon Listing have the following members: Name Position Kevin Andrew Warwick Hardy Chief executive officer Siphiwe Nodwele Chief technology officer Naahied Gamieldien Chief financial officer

10.1.3 The Board has appointed a number of further committees to assist the Board in discharging its duties, with the particulars of such committees appearing in paragraph 19.4 of this Pre-listing Statement. 10.1.4 No part of the business of the AYO Technology Group is managed, or is proposed to be managed, by a third party under a contract or arrangement. 10.2 Services 10.2.1 AEEI provides certain shared services including company secretarial, back office, treasury, administration, financial, payroll and other services to AYO Technology in consideration for an administration fee equal to 1% of AYO Technology’s turnover under a service agreement. 10.2.2 The administration fee is calculated at the end of each financial year as a 1% of revenue. 10.2.3 The services agreement, setting out the detail in respect of the abovementioned fee, is available for inspection as indicated in paragraph 27 below.

27 10.3 Composition of the Board The full names, ages, business address and capacities of the Directors of AYO Technology are provided below: Full names Age Capacity Business Address Salim Young 60 Chairman, independent 17 Belair Drive, Constantia, Cape Town, 8001 non-executive Director Kevin Andrew Warwick Hardy 42 Chief Executive Officer 9 Simba Road, Sunninghill, Johannesburg Naahied Gamieldien 39 Chief Financial Officer 67 Rosmead Avenue, Kenilworth Siphiwe Nodwele 31 Chief Technology Officer 9 Simba Road, Sunninghill, Johannesburg Walter Gideon Madzonga 32 Independent non-executive 42 Willow Ridge, Parade Ring Road, Royal Director Ascot, Milnerton 7441. Khalid Abdulla 52 Non-executive Director Quay 7, East Pier, Breakwater Boulevard, V&A Waterfront, Cape Town, 8001 Cherie-Felicity Hendricks 54 Non-executive Director Quay 7, East Pier, Breakwater Boulevard, V&A Waterfront, Cape Town, 8001 Aziza Begum Amod 55 Independent non-executive 26 Mayfield Avenue, Rondebosch, Director Cape Town, 8001 Mbuso Faithstrong Khoza 39 Independent non-executive 3 Callington Crescent, 7 Villa Bella, Director Parklands, 7441 Telang Michael Ntsasa 39 Independent non-executive 1 Hamlin Manor Estate, Glenluce Drive, Director Douglasdale, 2021

Profiles of the Directors, detailing their experience, appear in Annexure 8. 10.4 Directors of the Major Subsidiary The full names, ages, business address and capacities of the directors of the Major Subsidiary, appear in Annexure 10. 10.5 Additional information 10.5.1 A list of other directorships held by the Directors of AYO Technology and the directors of its Major Subsidiary is set out in Annexure 9 and Annexure 10, respectively. 10.5.2 All of the Directors of AYO Technology and all the directors of its Major Subsidiary are South African citizens, save for Walter Gideon Madzonga who is Zimbabwean. 10.5.3 None of the Directors of AYO Technology or the directors of the Major Subsidiary: 10.5.3.1 have been declared bankrupt, insolvent or have entered into any individual voluntary compromise arrangements; 10.5.3.2 have been directors with an executive function of any company put under, or proposed to be put under, any business rescue plans, or that is or was the subject of an application for business rescue, any notices in terms of section 129(7) of the Companies Act, receiverships, compulsory liquidations, creditors voluntary liquidations, administrations, company voluntary arrangements or any compromise or arrangements with creditors generally or any class of creditors, at the time of such event or within the 12 months preceding any such event; 10.5.3.3 have been partners in a partnership that was the subject of any compulsory liquidation, administration or partnership voluntary arrangement, at the time of such event or within the 12 months preceding any such event; 10.5.3.4 have entered into any receiverships of any asset(s) or of a partnership where such directors are or were partners during the preceding 12 months; 10.5.3.5 have been publicly criticised by a statutory or regulatory authority, including recognised professional bodies, or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company; 10.5.3.6 have been involved in any offence of dishonesty; 10.5.3.7 have been removed from an office of trust, on the grounds of misconduct, involving dishonesty; or 10.5.3.8 have been the subject of any court order declaring him delinquent or placing him under probation in terms of section 162 of the Companies Act and/or section 47 of the Close Corporations Act, 1984 or been disqualified by a court to act as a director in terms of section 219 of the Companies Act, 1973. 10.6 Chief financial officer 10.6.1 Naahied Gamieldien is the chief financial officer of AYO Technology. The audit and risk committee has considered and satisfied itself of the appropriateness of the expertise and experience of Naahied Gamieldien for the position of chief financial officer. Annexure 8 contains further details on the qualification and experience of Naahied Gamieldien.

28 10.7 Borrowing powers 10.7.1 The provisions of the MOI regarding the borrowing powers exercisable by Directors of AYO Technology are set out in Annexure 7 to this Pre-listing Statement. Any variation of such powers would accordingly require Shareholders to approve a special resolution amending the MOI. 10.7.2 The borrowing powers of the Directors of AYO Technology have not been exceeded during the three years preceding the Last Practicable Date. There are no exchange control or other restrictions on the borrowing powers of AYO Technology or any of its Major Subsidiary. 10.8 Appointment and qualification of Directors 10.8.1 The relevant provisions of the MOI regarding the term of office of Directors, the manner of their appointment and rotation are set out in Annexure 7. No person has the right in terms of any agreement in respect of the appointment of any Director or any number of Directors. 10.8.2 The relevant provisions of the MOI relating to the qualification of Directors appear in Annexure 7. Apart from satisfying the qualification and eligibility requirements set out in section 69 of the Companies Act, a person needs not satisfy any eligibility requirements or qualifications to become or remain a Director of the AYO Technology. 10.8.3 The MOI does not prescribe an age limit at which Directors are to retire. 10.9 Remuneration of Directors 10.9.1 AYO Technology may pay remuneration to non-executive Directors for their services as Directors in accordance with a special resolution approved by Shareholders within the previous two years, as set out in section 66(8) and (9) of the Companies Act, and the power of AYO Technology in this regard is not limited or restricted by the MOI. 10.9.2 Any Director who (i) serves on any executive or other committee or (ii) devotes special attention to the business of AYO Technology; or (iii) goes or resides outside South Africa for the purpose of the business of AYO Technology; or (iv) otherwise performs or binds himself to perform services which, in the opinion of the Board, are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration or allowances in addition to or in substitution of the remuneration to which he may be entitled as a Director, as a disinterested quorum of the Board may from time to time determine. 10.9.3 Directors may also be paid all their travelling and other expenses necessarily incurred by them in connection with the business of AYO Technology and attending meetings of the Directors or of committees of the Directors of AYO Technology. 10.9.4 In terms of the MOI, the remuneration of executive Directors shall be determined by a disinterested quorum of Directors or a remuneration committee appointed by the Board, shall be in addition to or in substitution of any ordinary remuneration as a Director of AYO Technology, as the Board may determine, and may consist of a salary or a commission on profits or dividends or both, as the Board may direct. 10.9.5 On 1 December 2017, the Shareholders approved, by way of a special resolution, the proposed fees for the services of non-executive Directors set out in the table below, on the basis that such approval and authority will only be valid until the next annual general meeting of AYO Technology: Annual fee 2017 (R) Board Chairperson of the Board 250 000 Board members 150 000

10.9.6 The aggregate remuneration of the Directors for the financial year ending 31 August 2017, paid by AYO Technology and any of its Subsidiaries, is set out in the tables below: 10.9.6.1 Salary, fees and bonuses: Directors’ Fees for Salary fees Bonuses other Director (R) (R) (R) services (R) Salim Young2, 5, 7 – – – – Kevin Andrew Warwick Hardy1, 8 – – – – Naahied Gamieldien8 934 173 – 170 000 – Siphiwe Nodwele1, 8 – – – – Walter Gideon Madzonga1, 7 – – – – Khalid Abdulla2, 3, 7 – – – – Cherie-Felicity Hendricks2, 4, 7 – – – – Aziza Begum Amod2, 6, 7 – – – – Mbuso Faithstrong Khoza1, 7 – – – – Telang Michael Ntsasa1, 7 – – – – Total 934 173 – 170 000 –

29 10.9.6.2 Contributions and expenses: Pension Medical contri- Vehicle group life Total butions allowance and other remuneration Director (R) (R) (R) (R) Salim Young – – – – Kevin Andrew Warwick Hardy – – – – Naahied Gamieldien 130 968 – 55 900 1 291 041 Siphiwe Nodwele – – – – Walter Gideon Madzonga – – – – Khalid Abdulla – – – – Cherie-Felicity Hendricks – – – – Aziza Begum Amod – – – – Mbuso Faithstrong Khoza – – – – Telang Michael Ntsasa – – – – Total 130 968 – – 1 291 041

Note: 1 Kevin Andrew Warwick Hardy, Siphiwe Nodwele, Mbuso Faithstrong Khoza, Telang Michael Ntsasa and Walter Gideon Madzonga were appointed on 1 December 2017 and have not earned any remuneration from AYO Technology and any of its Subsidiaries as at the Listing Date. 2 The JSE Listings Requirements require that the Company also discloses remuneration and benefits received or receivable by Directors of the Company from any holding company or its subsidiaries. As at the Last Practical Date AYO Technology was a subsidiary of AEEI but on the Listing Date, AYO Technology will no longer be a subsidiary of AEEI. 3 Khalid Abdulla was remunerated by AEEI in an amount of R2 735 000 (salary) and R1 250 000(bonus). Such remuneration was not payable by AYO Technology. 4 Cherie Felicity Hendricks was remunerated by AEEI in an amount of R996 000 (salary) and R205 000 (bonus). Such remuneration was not payable by AYO Technology. 5 Salim Young was remunerated by AEEI in an amount of R340 000 (directors’ fees). Such remuneration was not payable by AYO Technology. 6 Aziza Begum Amod was remunerated by AEEI in an amount of R198 000 (directors’ fees). Such remuneration was not payable by AYO Technology. 7 Non executive Directors 8 Executive Directors 10.9.7 The aggregate anticipated remuneration of the Directors for the financial year ending 31 August 2018, to be paid by AYO Technology and any of its Subsidiaries, is set out in the tables below: 10.9.7.1 Salary, fees and bonuses: Fees for Directors’ other Salary fees Bonuses services Director (R) (R) (R) (R) Salim Young1 – 187 500 – – Kevin Andrew Warwick Hardy2 2 850 000 – – – Naahied Gamieldien2 999 565 – 181 900 – Siphiwe Nodwele2 1 856 250 – 500 000 – Walter Gideon Madzonga1 – 112 500 – – Khalid Abdulla1 – 112 500 – – Cherie-Felicity Hendricks1 – 112 500 – – Aziza Begum Amod1 – 112 500 – – Mbuso Faithstrong Khoza1 – 112 500 – – Telang Michael Ntsasa1 – 112 500 – – Total 5 705 815 862 500 681 900 –

30 10.9.7.2 Contributions and expenses: Pension Medical contri- Vehicle group life Total butions allowance and other remuneration Director (R) (R) (R) (R) Salim Young – – – 187 500 Kevin Andrew Warwick Hardy – – – 2 850 000 Naahied Gamieldien 140 136 – 59 813 1 381 414 Siphiwe Nodwele – – – 2 356 250 Walter Gideon Madzonga – – – 112 500 Khalid Abdulla – – – – Cherie-Felicity Hendricks – – – – Aziza Begum Amod – – – 112 500 Mbuso Faithstrong Khoza – – – 112 500 Telang Michael Ntsasa – – – 112 500 Total 140 136 – 59 813 7 225 164

Note: 1. Non executive Directors 2. Executive Directors 10.9.8 Directors are not entitled to any commission and are not party to any gain or profit-sharing arrangements with AYO Technology. Save for the emoluments set out above, no other material benefits were received by Directors for the previous financial year ended 31 December 2016. 10.9.9 No fees have been paid to any third party in lieu of Directors’ fees. 10.9.10 There will be no variation in the remuneration receivable by any of the Directors as a consequence of the Listing. 10.9.11 AYO Technology has not, in the three years preceding the date of this Pre-listing Statement, paid (or agreed to pay) any amounts (whether in cash or in securities or otherwise) or given any benefits to any Director or to any company in which he is beneficially interested, directly or indirectly, or of which he is a director (“the associate company”) or to any partnership, syndicate or other association of which he is a member (“the associate entity”), to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the associate company or the associate entity in connection with the promotion or formation of AYO Technology. . 10.9.12 No options has been awarded to Directors in terms of the AYO Technology Incentive Scheme. 10.10 Interests of Directors 10.10.1 No Director of AYO Technology or of any of its Subsidiaries (including any person who may have resigned as a director within the last 18 months) has any material beneficial interest, directly or indirectly, in any transactions that were effected by AYO Technology (i) during the current or immediately preceding financial year, or (ii) during an earlier financial year and remain in any respect outstanding or unperformed. 10.10.2 Save for being a shareholder, no Director has had any material beneficial interest, either direct or indirect, in the Listing or the Private Placement and no promoter or Director of AYO Technology is or was a member of a partnership, syndicate or other association of persons that has or had such an interest. 10.10.3 No Director has had any material beneficial interest, either direct or indirect, in the promotion of AYO Technology. No cash or securities have been paid and no benefit has been given to any promoter within the last three years. 10.10.4 The direct and indirect interests of the Directors and their associates (including a director who has resigned during the last 18 months) in the issued share capital of AYO Technology as at the Last Practicable Date is as follows: Shares held directly Direct % Indirect Indirect % Total Total % number of Shares number of of Shares number of Shares of Shares in issue Shares in issue of Shares in issue Director held held held held held held Khalid Abdulla 1 250 0.00% – – 1 250 0.00% Salim Young 2 500 0.00% – – 2 500 0.00% Aziza Begum Amod 1 250 0.00% – – 1 250 0.00% Total 5 000 0.00% – – 5 000 0.00%

Note: 1. Includes Shares held in trusts of which the Directors are discretionary beneficiaries.

10.11 Service contracts of Directors 10.11.1 Employment agreements have been concluded with all the executive Directors. The employment agreements concluded with them include standard termination and other provisions for contracts of this nature. 10.11.2 No restraint of trade payments have been paid or are payable to any of the Directors.

31 SECTION TWO – DETAILS OF THE PRIVATE PLACEMENT AND LISTING

11. PRIVATE PLACEMENT 11.1 Overview of the Private Placement 11.1.1 AYO Technology will, in conjunction with the Listing, undertake the Private Placement by way of offers to Invited Investors to subscribe for Private Placement Shares in the Company at the Placement Price of R43.00 per share. Such placement is to be implemented by the Company issuing up to 99 782 655 new Shares to Invited Investors, thereby raising R4.3 billion for the Company. 11.1.2 The Shares issued in terms of the Private Placement shall rank pari passu in all respects with the remaining issued Shares, including as to voting rights and dividends. 11.1.3 There are no convertibility or redemption provisions relating to the Private Placement Shares offered in terms of the Private Placement. 11.1.4 The Private Placement Shares will only be placed and issued in Dematerialised form. No certificated Private Placement Share will be placed or issued. There will be no fractions of Private Placement Shares in terms of the Private Placement. 11.1.5 Only persons who fall within the categories envisaged in section 96(1)(a) of the Companies Act or who subscribe for Private Placement Shares, the acquisition costs of which are not less than R1 000 000 per single addressee acting as principal (as contemplated in section 96(1)(b) of the Companies Act), are entitled to participate in the Private Placement. 11.2 Salient dates The salient dates for the Private Placement are contained in the table appearing on the front cover of this Pre-listing Statement, as well as in the “Salient Dates and Times” section on page 11 of this Pre-listing Statement. 11.3 Conditions Precedent The Listing is conditional on (i) shareholders of AEEI voting in favour of the resolutions required to issue the Private Placement Shares and the B-BBEE Consortium Shares at the General Meeting, (ii) all Private Placement Shares being placed in terms of the Private Placement and (iii) AYO Technology obtaining the requisite shareholder spread as required in terms of the JSE Listings Requirements. Should any of these Conditions Precedent fail, the Private Placement and any acceptance thereof shall not be of any force or effect and no person shall have any claim whatsoever against AYO Technology or any other person as a result of the failure of the Conditions Precedent. 11.4 Authorisations 11.4.1 The following Shareholder resolutions relating to the issue of the Private Placement Shares were passed by the Shareholders of AYO Technology on 1 December 2017: 11.4.1.1 a shareholders resolution in terms of section 41(3) of the Companies Act authorising the issue of the Private Placement Shares that exceed 30% of the voting power of all the Shares held by Shareholders immediately prior to the implementation of the Private Placement; and 11.4.1.2 a shareholders resolution in terms of Section 41(1) of the Companies Act, to authorise the issue of Shares to Directors and their related persons. 11.5 Further details of the Private Placement Please refer to Annexure 17 for further particulars regarding the Private Placement, including, inter alia, the procedures for acceptance, payment and delivery of the Private Placement Shares and the position in the event of an over-application for Private Placement Shares.

12. USE OF PROCEEDS The net proceeds of the Private Placement received by AYO Technology (after deducting the expenses of the Private Placement, which are expected to amount to approximately R77.3 million) will be employed, inter alia, to: 12.1 provide the Company with the capital to fund the rollout of the BT strategic relationship; 12.2 provide the Company with the capital to fund organic growth; 12.3 provide the Company with the capital to fund the BT Subscription; and 12.4 provide the Company capital in order to fund AYO Technology’s acquisition pipeline.

13. LISTING 13.1 The JSE has granted AYO Technology a listing of all its issued Shares on the main board of the JSE under the abbreviated name “AYO”, share code “AYO” and ISIN ZAE000252441 with effect from the commencement of trade on Thursday, 21 December 2017. AYO Technology will be listed in the “Computer Services” sector on the main board of the JSE, subject to obtaining the requisite shareholder spread as required in terms of the JSE Listings Requirements 13.2 Assuming that the Private Placement is successful, AYO Technology will, following the implementation of the Private Placement, comply with the JSE Listing Requirements, in that: 13.2.1 the subscribed capital of AYO Technology, including reserves will exceed R50 million; 13.2.2 AYO Technology will have more than 25 million Shares in issue; 13.2.3 AYO Technology has audited financial statements for the preceding three financial years, the last of which reported an aggregate audited profit before tax of at least R15 million for the AYO Technology Group; and 13.2.4 more than 20% of the issued Shares will be held by the public. 13.3 As at the date of this Pre-listing Statement, no securities of AYO Technology are listed on the JSE or on any other stock exchange.

32 SECTION THREE – CAPITAL

14. SHARE CAPITAL 14.1 Changes to share capital 14.1.1 The authorised and issued Shares as at the Last Practicable Date, is set out below: Number of Shares R Authorised shares Ordinary Shares of no par value 2 000 000 000 – Redeemable Preference Shares of R0.01 each 50 000 – Issued shares Stated capital – Ordinary Shares of no par value 244 342 539 232 069 087 Treasury Shares – –

14.1.2 Following the Private Placement (and assuming that R4.3 billion is raised in the Private Placement), the authorised and issued shares of AYO Technology on the Listing Date is expected to be as follows: Number of Shares R Authorised shares Ordinary Shares of no par value 2 000 000 000 – Redeemable Preference Shares of R0.01 each 50 000 – Issued shares Stated capital – Ordinary Shares of no par value 344 125 194 4 522 723 265 Treasury Shares – –

14.1.3 As at the Last Practicable Date and following the Listing: 14.1.3.1 no debentures had been, or will have been, created or issued by AYO Technology; 14.1.3.2 all Shares in issue were and will be fully paid up and freely transferable; and 14.1.3.3 all Shares in issue ranked and will rank pari passu with each other in all respects, including in respect of voting rights and dividends. 14.2 Rights attaching to Shares 14.2.1 The salient provisions in the MOI relating to the rights attaching to Shares, and the variation of such rights, appear in Annexure 7 hereto. 14.2.2 There are no conversion or exchange rights to Shares, nor do any Shareholders have any redemption rights or preferential rights to profits or capital. 14.2.3 The rights of Shareholders to participate in dividends, rights to profits or capital, including the rights of Shareholders on liquidation or distribution of capital assets of AYO Technology, are determined by the MOI and the relevant summaries thereof are set out in Annexure 7. 14.3 Changes to share capital 14.3.1 Save as set out below, there have been no changes, consolidations or subdivisions to the AYO Technology’s share capital over the three years immediately preceding the date of this Pre-listing Statement: 14.3.1.1 a special resolution converting all the Company’s authorised and issued Shares from par value ordinary shares of R0.004 each into no par value Shares, was approved by Shareholders on 7 November 2016 and was subsequently filed with CIPC; and 14.3.1.2 a scheme of arrangement was implemented pursuant to a meeting of shareholders held on 27 February 2017, in terms whereof all “N” ordinary shares in AYO Technology were converted into ordinary shares on a one-for-one basis. 14.4 Shares issued 14.4.1 On 1 September 2016 the Company issued 6 584 000 Shares to the vendors of Headset Solutions in settlement of the purchase consideration to acquire Headset Solutions at an issue price of R1.50 per Share. On 1 October 2016 the Company issued 3 636 579 Shares to the vendors of Puleng Technologies in settlement of the purchase consideration to acquire Puleng Technologies at an issue price of R1.50 per Share. 14.4.2 Prior to Listing, the Company will issue 31 960 000 Shares for cash to the B-BBEE Consortium in terms of the B-BBEE Consortium Share Issue. These Shares will be issued for R1.50 per share which will result in a cash inflow of R47.9 million. 14.4.3 Save for the aforementioned, neither the Company, nor its Major Subsidiary have issued any shares and no other Subsidiary has issued shares material to AYO Technology within the three years preceding the Pre-listing Statement.

33 14.4.4 The Board has been granted a general authority to issue Shares for cash. The authority shall be valid until the next annual general meeting of the Company or within 15 months from the date of the resolution, whichever period is shorter. Any such issue shall be subject to the restrictions imposed by the JSE Listings Requirements post Listing. 14.4.5 On 1 December 2017, Shareholder approval was granted: 14.4.5.1 in terms of section 41(3) of the Companies Act to authorise the issue of the Private Placement Shares that exceed 30% of the voting power of all the Shares held by Shareholders immediately prior to the implementation of the Listing; and 14.4.5.2 in terms of Section 41(1) of the Companies Act, to authorise the issue of Shares to Directors and their related persons. 14.5 Share repurchases Neither the Company, nor its Major Subsidiary have repurchased any Shares and no other Subsidiary has repurchased shares material to AYO Technology within the three years immediately preceding this Pre-listing Statement. 14.6 Options and preferential rights in respect of Shares Save for in terms of the AYO Technology Incentive Scheme, there is no contract or arrangement, either actual or proposed, whereby any option or preferential right of any kind has been or will be given to any person to subscribe for any Shares or any shares in the Company’s Major Subsidiary or any shares in any other Subsidiary that would be material to AYO Technology. 14.7 AYO Technology Incentive Scheme The AYO Technology Incentive Scheme has, as its main object and purpose, the incentivisation and retention of employees of the Group. The terms of the AYO Technology Incentive Scheme are detailed in the AYO Technology Incentive Scheme trust deed, which complies with the JSE Listings Requirements and which has been approved by the JSE. The AYO Technology Incentive Scheme was approved by Shareholders on or about 1 December 2017 and will, following the Listing Date, be operated in terms of the AYO Technology Incentive Scheme trust deed. The salient terms of the AYO Technology Incentive Scheme appear in Annexure 18, while a copy of the document is available for inspection by Shareholders, as indicated in paragraph 27 below. The number of Shares that may be utilised for purposes of the AYO Technology Incentive Scheme trust deed will initially be limited to 34 651 162 Shares, being equal to 10% of the anticipated total issued share capital on the Listing Date, following the Private Placement.

15. MAJOR AND CONTROLLING SHAREHOLDERS 15.1 Prior to the Private Placement and Listing and following the issue of the B-BBEE Consortium Shares, the Company is a 69.55% subsidiary of AEEI. 15.2 There has been no change in controlling shareholder(s) or trading objects of AYO Technology or its Major Subsidiary in the five years prior to the Last Practicable Date. 15.3 Following the Private Placement, AEEI will hold approximately 49% of the issued Shares. Accordingly, no change in the controlling shareholder will occur as a result of the Private Placement.

34 SECTION FOUR – FINANCIAL INFORMATION

16. FORECAST, PRO FORMA AND HISTORICAL FINANCIAL INFORMATION 16.1 Forecast financial information of AYO Technology The forecast financial information of AYO Technology, as presented in Annexure 1, is the responsibility of the Directors. The forecast financial information is presented in a manner consistent with the basis on which the historical financial information of AYO Technology has been prepared and in terms of AYO Technology’s accounting policies. The Independent Reporting Accountant’s report on the forecast financial information appears at Annexure 2 to this Pre- listing Statement. The forecast financial information has been included in this Pre-listing Statement on a voluntary basis. 16.2 Pro forma financial effects on AYO Technology The consolidated pro forma financial effects of the B-BBEE Consortium Share Issue and the Private Placement as set out below, is the responsibility of the Directors. The consolidated pro forma financial effects are presented in a manner consistent with the basis on which the historical financial information of AYO Technology has been prepared and in terms of AYO Technology’s accounting policies. The pro forma financial effects have been presented for illustrative purposes only and, because of their nature, may not give a fair reflection of AYO Technology’s financial position, changes in equity and results of operations after the implementation of the B-BBEE Consortium Share Issue and the Private Placement. The consolidated pro forma financial effects are summarised below and should be read in conjunction with the consolidated pro forma statement of financial position and pro forma statement of comprehensive income, as set out in Annexure 3, together with the assumptions upon which the financial effects are based, as indicated in the notes thereto. The Independent Reporting Accountant’s report on the consolidated pro forma financial information appears at Annexure 4 to this Pre-listing Statement.

Pro forma financial information after the B-BBEE Consortium Share Issue Audited and the financial Private Change information Placement %¹ Earnings per Share (cents) 7.86 3.36 (57.20%) Headline earnings per Share (cents) 5.66 2.01 (64.48%) Net asset value per Share (cents) 15.23 1 247.69 8 092.32% Tangible net asset value per Share (cents) (11.10) 1 231.44 11 194.05%

Notes and assumptions: 1 Shareholders are referred to the notes and assumptions to the above pro forma information, as detailed in Annexure 3 to this Pre-listing Statement. 2 Historical financial information of AYO Technology A report on the historical financial information of AYO Technology, showing its financial results for the 2015, 2016 and 2017 financial years is presented in Annexure 5 and is the responsibility of the Directors, while the Independent Reporting Accountant’s reports thereon is included as Annexure 6 to this Pre-listing Statement.

17. MATERIAL MATTERS 17.1 Material changes Save for the Private Placement, the BT Subscription and the BT strategic relationship contemplated in this Pre-listing Statement: 17.1.1 there have been no other material changes in the financial or trading position of AYO Technology since the end of its last financial year ended 31 August 2017; 17.1.2 there have been no other changes in the business or trading objects of the AYO Technology Group since its incorporation; and 17.1.3 there have been no other major changes in the nature of property, plant and equipment and in the policy regarding the use thereof. 17.2 Material commitments, lease payments and contingent liabilities As at the Last Practicable Date, AYO Technology had no material commitments, lease payments or contingent liabilities, save for the material loans set out in Annexure 14.

35 17.3 Material borrowings and loans receivable 17.3.1 As at the Last Practicable Date, no debentures have been issued by AYO Technology or any of its Subsidiaries and no material loans have been advanced to them. The AYO Technology Group has no material loans, save as set out in Annexure 14. 17.3.2 No debentures have been created in terms of a trust deed and no replacement debentures have been issued by AYO Technology. 17.3.3 As at the Last Practicable Date: 17.3.3.1 the AYO Technology Group has no intergroup loans; 17.3.3.2 no material loans have been made by the AYO Technology Group, and no loan capital is outstanding; and 17.3.3.3 the AYO Technology Group has not made any loans to, or furnished any security for the benefit of, any Director or manager of AYO Technology (or of any associate of any such Director or manager).

18. AYO TECHNOLOGY GROUP ACTIVITIES 18.1 Principal immovable property owned and leased The situation, area and tenure, including, in the case of leasehold property, the rental and unexpired term of the leases, of the principal immovable properties occupied by the AYO Technology Group, are detailed in Annexure 15. 18.2 Intercompany financial and other transactions 18.2.1 All inter-company balances between all AYO Technology Group Companies, before elimination on consolidation, are disclosed in Annexure 14. 18.2.2 Save for the inter-company balances referred to above, there are no material inter-company financial and other transactions. 18.3 Material Acquisitions 18.3.1 On 1 September 2016, the AYO Technology Group acquired a 51% equity stake in Headset Solutions for a consideration of R14 600 000 and on 1 October 2016, the AYO Technology Group acquired a 57% equity stake in Puleng Technologies for a consideration of R29 430 000. Details of these acquisitions and the vendors of these acquisitions are disclosed in Annexure 13. Save for the aforementioned, and for the BT Subscription, the AYO Technology Group has not made or proposed to have made any material acquisitions in the three years preceding the date of the Pre-listing Statement. 18.3.2 Save as elsewhere disclosed in this Pre-listing Statement, no promoter or Director had any beneficial interest, direct or indirect, in any such material acquisition, or was a member of a partnership, syndicate or other association of persons that had such an interest. 18.4 Material property disposed of or to be disposed of The AYO Technology Group has not disposed of any material property during the last three years and is not currently contemplating any material disposals. 18.5 Working capital The Directors are of the opinion that the working capital available to the AYO Technology Group is adequate for the present requirements of the AYO Technology Group, that is, for a period of 12 months from the date of issue of this Pre-listing Statement. 18.6 Promoters’ and other interests 18.6.1 No amounts have been paid or have accrued as payable and no benefit was given or proposed to be given within the last three years to any promoter or to any partnership, syndicate or other association of which a promoter is or was a member. 18.6.2 Save for being a Shareholder of AYO Technology, no Director or promoter has any material beneficial interest, direct or indirect, in the promotion of AYO Technology or in any material property referred to in paragraph 18.1 of this Pre-listing Statement. 18.6.3 No commissions were paid, or accrued as payable, by AYO Technology within the three years preceding the date of this Pre-listing Statement in respect of any underwriting. 18.6.4 No commissions, discounts, brokerages or other special terms have been granted by AYO Technology within the three years preceding the date of this Pre-listing Statement in connection with the issue or sale of any securities, stock or debentures in the capital of AYO Technology. 18.7 Royalties No royalties are payable or items of a similar nature in respect of AYO Technology or its Major Subsidiary. 18.8 Dividends 18.8.1 In terms of the MOI all distributions and monies due to Shareholders must be held by AYO Technology in trust for a period of not less than three years from the date on which they were payable. All distributions and monies due to Shareholders which remain unclaimed after the aforementioned period, may be declared forfeited by the Board for the benefit of AYO Technology. 18.8.2 No arrangements exist under which future dividends are waived or are agreed to be waived.

36 SECTION FIVE – ADDITIONAL MATERIAL INFORMATION

19. KING CODE AND CORPORATE GOVERNANCE 19.1 Approach to corporate governance 19.1.1 The Board endorses the King Code and is committed to the principles of transparency, integrity, fairness and accountability by AYO Technology in the conduct of its business and affairs. 19.1.2 The Board is responsible for ensuring that AYO Technology complies with all of its statutory and regulatory obligations. It oversees and ensures an effective compliance framework, the integrity of the AYO Technology Group’s financial reporting and risk management, as well as accurate, timely and transparent disclosure to Shareholders. 19.1.3 AYO Technology implemented the King Code through the application of the disclosure and application regime. 19.1.4 A full analysis of the steps taken by AYO Technology to comply with the King Code (including the application register setting out the principles and its application) is available on AYO Technology’s website, www.ayotsl.com. 19.2 The Board 19.2.1 The Board consists of 10 Directors, of whom 3 are executive Directors and 7 are non-executive Directors (of which 5 are independent non-executive Directors). The profiles of the Directors on the Board appear in Annexure 8. 19.2.2 The Board has resolved that AYO Technology’s chairperson, Salim Young, is independent for purposes of the King Code. Kevin Andrew Warwick Hardy was appointed as AYO Technology’ chief executive officer on 1 December 2017 19.2.3 The appointment of Directors is a matter for the Board as a whole. 19.2.4 There is a policy evidencing a clear balance of power and authority at Board level, to ensure that no one Director has unfettered powers of decision making. 19.2.5 The key roles and responsibilities of the Board include acting as the focal point for, and custodian of, corporate governance; determining the strategies and strategic objectives of the AYO Technology Group and monitoring the implementation of the Board’s strategies, decisions, values and policies. 19.2.6 Directors are required to disclose their personal financial interests at the start of every Board or committee meeting. 19.3 Company secretary 19.3.1 Nobulungisa Mbaliseli has been appointed as the company secretary of AYO Technology. The Board is satisfied as to the competence, qualifications and experience of the company secretary and that an arm’s length relationship exists between the company secretary and the Board. 19.3.2 All Board members have access to the advice and services of the company secretary, who is responsible for the proper administration of the Board and the implementation of sound corporate governance procedures. This includes Board induction and training programmes and the supply of all information to assist Board members in the proper discharge of their duties. 19.3.3 The Board is of the opinion that the company secretary is suitably qualified and experienced to carry out its duties as stipulated under section 84 of the Companies Act and the King Code. 19.3.4 The Board will annually, through discussion and assessment, review the qualifications, experience and competence of the company secretary. 19.4 Board committees 19.4.1 Audit and risk committee 19.4.1.1 AYO Technology’s audit and risk committee has the following members: 19.4.1.1.1 Mbuso Faithstrong Khoza (chairperson of the audit and risk committee); 19.4.1.1.2 Telang Michael Ntsasa and 19.4.1.1.3 Salim Young, all of whom are independent non-executive Directors. 19.4.1.2 The audit and risk committee assists the Board by providing an objective and independent view on the AYO Technology Group’s finance, accounting and control mechanisms and by reviewing and ensuring that consideration is given to the following: 19.4.1.2.1 the accounting policies of the AYO Technology Group and any proposed revisions thereto; 19.4.1.2.2 the effectiveness of the AYO Technology Group’s information systems and internal controls; 19.4.1.2.3 the appointment and monitoring of the effectiveness of the external auditors; 19.4.1.2.4 the appropriateness, expertise and experience of the chief financial officer; 19.4.1.2.5 the financial reporting procedures and the operating of those procedures;

37 19.4.1.2.6 setting the principles for recommending the use of external auditors for non-audit services and recommending that these be kept to a minimum; 19.4.1.2.7 the annual report and specifically the annual financial statements included therein; 19.4.1.2.8 the reports of the external auditors; 19.4.1.2.9 the AYO Technology Group’s going concern status; 19.4.1.2.10 compliance with applicable legislation and requirements of regulatory authorities; and 19.4.1.2.11 the information detailed in paragraph 22.15(h) of the JSE Listings Requirements, in the assessment of the suitability of the appointment of the current or prospective audit firm and the designated individual partner, when appointed for the first time and thereafter annually for every reappointment 19.4.1.2.12 In terms of risk management (through consultation with the external auditors), the committee ensures that management’s processes and procedures are adequate to identify, assess, manage and monitor group-wide risks. 19.4.1.3 This committee will hold at least two meetings per financial year. 19.4.2 Remuneration committee 19.4.2.1 AYO Technology’s remuneration committee has the following members: 19.4.2.1.1 Salim Young (chairperson of the remuneration committee); 19.4.2.1.2 Aziza Begum Amod and 19.4.2.1.3 Mbuso Faithstrong Khoza. 19.4.2.2 All of the members of the remuneration committee are non-executive Directors, with a majority of such non-executive Directors being independent. 19.4.2.3 The remuneration committee is primarily responsible for reviewing and approving executive Directors’ remuneration. Further, the remuneration committee assists the Board in reviewing non- executive Directors’ remuneration recommendations. In doing so, it takes cognisance of both local and international best practices to ensure that such total remuneration is fair and reasonable to both the Directors and AYO Technology. 19.4.2.4 This committee will hold at least one meeting per financial year. 19.4.2.5 Fees payable to Directors are recommended by the Board to the Shareholders at annual general meetings for approval. 19.4.3 Social, transformation and ethics committee 19.4.3.1 AYO Technology’s social, transformation and ethics committee comprises of the following members: 19.4.3.1.1 Aziza Begum Amod (chairperson of the social, transformation and ethics committee); 19.4.3.1.2 Siphiwe Nodwele; 19.4.3.1.3 Telang Michael Ntsasa; 19.4.3.1.4 Cherie Felicity Hendricks and 19.4.3.1.5 Naahied Gamieldien. 19.4.3.2 The social, transformation and ethics committee monitors AYO Technology’s activities, having regard to any relevant legislation, other legal requirements and prevailing codes of best practice, in respect of social and economic development, good corporate citizenship (including the promotion of equality, prevention of unfair discrimination, the environment, health and public safety, including the impact of AYO Technology’s activities and of its products or services), stakeholder and consumer relationships and labour and employment issues. 19.4.3.3 The social, transformation and ethics committee draws to the attention of the Board, matters within its mandate as occasion requires and reports to the Shareholders at AYO Technology’s annual general meeting on such matters. 19.4.3.4 in order to carry out its functions, the social, transformation and ethics committee will be entitled to request information from any Directors or employees of AYO Technology, attend and be heard at general Shareholders’ meetings, and receive notices in respect of such meetings. 19.4.3.5 The members of the social, transformation and ethics committee are executive and non-executive Directors, with a majority being non-executive Directors. 19.4.3.6 This committee will hold at least one meeting per financial year.

38 19.5 Internal controls 19.5.1 AYO Technology maintains financial and operational systems of internal control to ensure the reliability of financial information. These controls aim to provide reasonable assurance that transactions are concluded in accordance with management’s authority, that the assets are adequately protected against material losses, unauthorised acquisition, use or disposal, and that transactions are properly authorised and recorded. 19.5.2 The internal control systems are monitored on a continuous basis, with a view to correcting any control deficiencies as they are identified. 19.5.3 The Board, operating through the audit and risk committee, oversees the financial reporting process and internal control systems. 19.6 Information technology The risks regarding the security, back-up, conversion and update of the information technology systems are continually assessed by AYO Technology. Disaster recovery plans are regularly reviewed as disruptions to critical management information could have an impact on continuing operations. 19.7 Share Dealing Policy and Guidelines 19.7.1 No employee of AYO Technology in possession of material non-public information in respect of AYO Technology or any of its Subsidiaries or any of their associates in whichever country, may buy or sell securities/shares of AYO Technology or its Subsidiaries, or engage in any other action to take advantage of such information. 19.7.2 To avoid even the appearance of an improper transaction, employees must clear any proposed transaction in securities of AYO Technology with the Chairman through the company secretary before carrying out the transaction. This requirement applies to dealings in securities of AYO Technology outside of any closed periods. During closed periods, transactions in securities of AYO Technology by Directors and employees who have access to unpublished price-sensitive information are prohibited. 19.7.3 Insider trading prohibitions Securities law, including the provisions of the Financial Markets Act, provides for severe penalties for insider trading i.e. individuals who trade in securities on the basis of material non-public information or tip such information to others, including civil penalties, criminal fines (regardless of the amount of profit), and imprisonment. Material non-public information is any information which is not available to the general public that a reasonable investor would consider important in making a decision to buy, hold or sell securities of AYO Technology. Material information includes any information which could reasonably be expected to affect the price of securities (e.g. reports of earnings or losses, news of a pending or proposed merger, acquisition or tender offer, irrespective of whether it is negative or positive information). 19.7.4 Rules for all employees 19.7.4.1 If an employee of any AYO Technology Group Company has material non-public price sensitive information with respect to the AYO Technology Group, neither that person nor any associate may buy or sell securities of AYO Technology or engage in any other action to take advantage of, or pass on to others, that information, or make any recommendation with respect to the purchase or sale of securities of AYO Technology. 19.7.4.2 This also applies to non-public price sensitive information relating to third party companies obtained in the course of employment with the AYO Technology Group. 19.7.4.3 No employee in possession of material non-public information may purchase securities of AYO Technology on margin, make short sales of securities or buy or sell puts or calls on the securities. 19.7.5 Rules for officers, directors and employees who have access to unpublished price sensitive information 19.7.5.1 These persons are precluded from trading in securities of AYO Technology during “closed periods” as defined from time to time by the Board, which apply during the collation of results relating to financial periods ending in February and August respectively, until the release of the results or for any period during which AYO Technology is trading under a cautionary. 19.7.5.2 Prior to dealing in securities of AYO Technology (even outside closed periods), prior clearance must be obtained from the Chairman through the company secretary. 19.7.6 Gender diversity policy 19.7.6.1 The Board, by resolution dated 10 November 2017, adopted a policy on the promotion of gender diversity at Board level. AYO Technology will confirm this by reporting to its Shareholders in its annual report on how the Board have considered and applied the policy of gender diversity in the nomination and appointment of i t s directors. 19.7.6.2 This policy aims to promote inclusivity and equality at Board level, subject to the appropriate balance of required skills. 19.7.7 Racial diversity policy 19.7.7.1 The Board, by resolution dated 10 November 2017, adopted a policy on the promotion of racial diversity at Board level. AYO Technology will report to its Shareholders in its annual report on how the Board has considered and applied the policy of racial diversity in the nomination and appointment of its directors. 19.7.7.2 This policy aims to promote inclusivity and equality at Board level, subject to the appropriate balance of required skills.

39 19.7.8 Remuneration Policy AYO Technology’s remuneration policy and the implementation report will be tabled at each annual general meeting of AYO Technology for a separate non-binding advisory vote by Shareholders. Such policy will record the measures that the Board will adopt should either the remuneration policy or the implementation report, or both, be voted against by 25% or more of the votes exercised at such annual general meeting. In this regard, should 25% or more of the votes exercised on this resolution at the annual general meeting be against such policy or report, AYO Technology will in its voting results announcement include an invitation to dissenting Shareholders to engage with the Company, as well as the manner and timing of such engagement.

20. EXCHANGE CONTROL 20.1 General 20.1.1 Currency and shares are not freely transferable from South Africa to any jurisdiction outside the geographical borders of South Africa or jurisdictions outside of the Common Monetary Area of the Common Monetary Area. These transfers must comply with the South African Exchange Control Regulations as described below. The South African Exchange Control Regulations also regulate the acquisition by former residents and non- residents of Private Placement Shares. 20.1.2 Applicants who are resident outside the Common Monetary Area should seek advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed to enable an application to be made in response to the Private Placement. 20.1.3 This Pre-listing Statement is accordingly not a Private Placement in any area or jurisdiction in which it is illegal to make such an offer. In such circumstances this Pre-listing Statement is provided for information purposes only. 20.1.4 The following summary is intended as a guide and is therefore not comprehensive. If investors are in any doubt regarding South African Exchange Control Regulations, they should consult their professional adviser. 20.2 Emigrants from the Common Monetary Area 20.2.1 A former resident of the Common Monetary Area who has emigrated from South Africa may use funds from their emigrant’s capital account to acquire Private Placement Shares in terms of this Pre-listing Statement. 20.2.2 All payments in respect of subscriptions for or purchases of Private Placement Shares by an emigrant using funds from their emigrant’s capital account must be made through the authorised dealer in foreign exchange controlling their remaining assets. 20.2.3 Shares issued in respect of Private Placement Shares acquired with funds from their emigrant’s capital account in terms of this Pre-listing Statement will be credited to their emigrant share accounts at the CSDP controlling their remaining portfolios. 20.2.4 Shares issued in certificated form in respect of Private Placement Shares acquired with funds from their emigrant’s capital account in terms of this Pre-listing Statement will be endorsed “Non-Resident” in accordance with the South African Exchange Control Regulations and will be placed under the control of an authorised dealer in foreign exchange through which the payment was made. 20.2.5 If applicable, refund monies payable in respect of unsuccessful applications or partly successful applications for Private Placement Shares , as the case may be, in terms of this Pre-listing Statement, emanating from emigrants capital accounts, will be returned, in terms of the South African Exchange Control Regulations, to the authorised dealer administering such emigrant’s capital account, for credit to such applicants’ emigrant capital account. 20.2.6 The CSDP or broker through which the Company’s shareholders have dematerialised their shares is responsible for ensuring adherence to the South African Exchange Control Regulations. 20.3 Applicants resident outside the Common Monetary Area 20.3.1 A person who is not resident of the Common Monetary Area, including an emigrant not using funds from their emigrant’s capital account, should obtain advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed to enable an application to be made in response to the Private Placement to be made in terms of the Private Placement. 20.3.2 Any share certificates issued to non-residents of South Africa will be endorsed “Non-Resident” in accordance with the South African Exchange Control Regulations. 20.3.3 All dematerialised shares issued will be credited directly to the shareholder’s non-resident share account held by his duly appointed CSDP. The CSDP or Broker through whom the Company’s Shareholders have dematerialised their Ordinary Shares will ensure that they adhere to the South African Exchange Control Regulations. 20.3.4 If applicable, refund monies payable in respect of unsuccessful applications or partly successful applications for Private Placement Shares , as the case may be, in terms of this Pre-listing Statement, emanating from a person who is not a resident of the Common Monetary Area will be returned (subject to compliance with South African Exchange Control Regulations).

40 20.4 Private Placement Shares acquired by non-residents Persons resident outside the Common Monetary Area applying for Private Placement Shares pursuant to this Pre-listing Statement should note that, while there are no restrictions similar to those placed on emigrants using funds from their emigrant capital account, in regard to Private Placement Shares acquired by non-residents pursuant to this Pre-listing Statement, in the case of certificated shares, the share certificates will be endorsed with the words “Non-Resident” and, in the case of dematerialised shares, an appropriate electronic entry will be made in the relevant register reflecting a “Non-Resident” endorsement.

21. GOVERNMENT PROTECTION AND INVESTMENT ENCOURAGEMENT LAW There is no Governmental protection or investment encouragement law affecting AYO Technology or its Subsidiaries.

22. LITIGATION There are no legal or arbitration proceedings (including any such proceedings that are pending or threatened) of which AYO Technology is aware, which may have, or have during the 12 months preceding the Last Practicable Date had, a material effect on the financial position of the AYO Technology Group.

23. MATERIAL CONTRACTS Save for AEEI MOU (which is non-binding), the BT Alliance Agreement, details of which are set out in Annexure 16 and Puleng Acquisition Agreement and the Headset Solutions Acquisition Agreement, details of which are set out in Annexure 13, no material contracts (including any restrictive funding arrangements) have been entered into by any AYO Technology Group Companies, other than in the ordinary course of business, (i) within the two years prior to the date of this Pre-listing Statement or, (ii) at any other time where such agreement contains an obligation or settlement that is material to AYO Technology as at the date of this Pre-listing Statement.

24. EXPERTS’ CONSENTS The Independent Reporting Accountant and each of the experts, whose names appear in the “Corporate Information” section of this Pre-listing Statement, have given and have not, prior to the formal approval of this Pre-listing Statement by the JSE, withdrawn their written consents to the inclusion of their names, and acting in the capacities stated and, where applicable, to their reports, in this Pre-listing Statement.

25. EXPENSES AYO Technology’s preliminary and issue expenses relating to the Private Placement and the Listing, which have been incurred or which are expected to be incurred, including the fees payable to professional advisers, are anticipated to amount to approximately R77.3 million, excluding VAT, and include the following: Expenses R’000 Sponsor and transaction advisor – PSG Capital 1 500 Placement fees – PSG Capital1 14 500 Placement fees – AEEI Corporate Finance1 57 700 Independent Reporting Accountant – Grant Thornton 600 Legal costs – Tshisevhe Gwina Ratshimbilani Inc 1 500 Legal costs – Webber Wentzel 1 000 JSE documentation fees 148 JSE listing fees (listing of Issue Shares) 1 226 Printing and postage costs – Greymatter & Finch 275 Transfer secretaries – Link Market Services 110 Announcements and publication – Greymatter & Finch 137 Contingency 137 Estimated total R78 833

Note: 1. Assumes Placement Shares are issued at R43 per Share

26. RESPONSIBILITY STATEMENT The Directors, whose names are set out in the “Corporate Information” section of this Pre-listing Statement, collectively and individually accept full responsibility for the accuracy of the information contained in this Pre-listing Statement which relates to AYO Technology and, in this regard, certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this Pre-listing Statement contains all information required by the JSE Listings Requirements.

41 27. DOCUMENTS AVAILABLE FOR INSPECTION The following documents, or copies thereof, will be available for inspection at the registered office of AYO Technology and at the offices of PSG Capital at the addresses referred to in the “Corporate Information” section of this Pre-listing Statement, during normal office hours from the date of issue of this Pre-listing Statement until the Listing Date: 27.1 the MOI of AYO Technology and the memorandum of incorporation of its Major Subsidiary; 27.2 the historical financial information of AYO Technology for the three years ended 31 August 2017, 2016 and 2015, as reproduced in Annexure 5 of this Pre-listing Statement; 27.3 the pro forma financial information of AYO Technology, as reproduced in Annexure 3 of this Pre-listing Statement; 27.4 the forecast financial information of AYO Technology, as reproduced in Annexure 1 of this Pre-listing Statement; 27.5 the following reports by the Independent Reporting Accountant: 27.5.1 the Independent Reporting Accountant’s report on the historical financial information of AYO Technology, as reproduced in Annexure 6 of this Pre-listing Statement; 27.5.2 the Independent Reporting Accountant’s report on the pro forma financial information of AYO Technology, as reproduced in Annexure 4 of this Pre-listing Statement; and 27.5.3 the Independent Reporting Accountant’s report on the forecast financial information of AYO Technology, as reproduced in Annexure 2 of this Pre-listing Statement; 27.6 the employment agreements of the executive Directors; 27.7 the AYO Technology Incentive Scheme trust deed; 27.8 written consent letters by experts and advisers, as referred to in paragraph 24 above; 27.9 the Material Agreements; and 27.10 a copy of this Pre-listing Statement and all other annexures hereto. SIGNED AT CAPE TOWN ON 8 DECEMBER 2017 BY KHALID ABDULLA ON BEHALF OF ALL THE DIRECTORS OF AYO TECHNOLOGY, AS LISTED BELOW, IN TERMS OF POWERS OF ATTORNEY SIGNED BY SUCH DIRECTORS

KHALID ABDULLA

Salim Young Khalid Abdulla Kevin Andrew Warwick Hardy Cherie Felicity Hendricks Naahied Gamieldien Aziza Begum Amod Siphiwe Nodwele Telang Michael Ntsasa Walter Gideon Madzonga Mbuso Faithstrong Khoza

42 ANNEXURE 1 – FORECAST FINANCIAL INFORMATION OF AYO TECHNOLOGY

The forecast financial information of AYO Technology for the financial years ending 31 August 2018 to 31 August 2019 have been prepared by and is the responsibility of the Directors. The accounting policies applied in arriving at the forecast income are consistent in all respects with IFRS and with those accounting policies which have been applied in the historical financial information of AYO Technology presented in Annexure 5. The assumptions made and applied in the preparation of the forecast financial information, which is considered by the Board to be material and significant, are set out below. The assumptions as set out below are not an exhaustive list, nor are they intended to be. General assumptions usually applicable to profit forecasts of this nature have not been expressly set out below, as such assumptions are considered implicit in the context of the forecasted financial information, or having an insignificant effect on such forecasted financial information. Due to the nature of assimilating such information, a view is taken by the Board as to the impact of market conditions and/or future events. In the opinion of the Directors, the assumptions below are significant to the forecasts as being key factors upon which the financial results of the Group will depend. However, certain assumptions may not materialise and/or certain unforeseen events may occur or circumstances may arise subsequent to the forecasts being made. Accordingly, the results achieved for the forecasted periods may differ from those forecasted.

Note reference 2018 2019 Continuing operations Revenue 2 4 430 912 7 740 563 Cost of sales 2 (2 991 976) (5 262 438) Gross Profit 1 438 936 2 478 125 Other income 955 1 039 Operating expenses 3, 4, 5, 6, 7 (515 494) (1 113 990) Operating profit 924 397 1 365 172 Investment revenue – – Finance costs 862 613 Income from equity accounted investments 9.6 88 590 88 355 Profit before taxation 1 013 848 1 454 140 Taxation 9.2 (249 834) (382 420) Profit from continuing operations 764 014 1 071 720 Profit from discontinued operation – – Profit for the year 764 014 1 071 720

Other comprehensive income – – Total comprehensive income for the year 764 014 1 071 720

Total comprehensive income attributable to: Owners of the parent From continuing operations 749 235 1 051 605 From discontinued operation – – 749 235 1 051 605

Non-controlling interest From continuing operations 14 780 20 115

Total comprehensive income attributable to: Owners of the parent 749 235 1 051 605 Non-controlling interest 14 779 20 115 764 014 1 071 720

43 Note reference 2018 2019 SHARE STATISTICS Number of shares in issue – Basic and diluted 344 125 194 344 125 194 Weighted average number of shares in issue 308 363 586 344 125 194

Basic and diluted earnings per share (cents) 242,68 305,59 Continued operations 242,68 305,59 Discontinued operations – –

Headline earnings per share (cents) 242,68 305,59 Continued operations 242,68 305,59 Discontinued operations – –

NOTES

1. Capital raised from the Private Placement will be utilised to subscribe for 99% of the issue shares in Kilomix Investments, an entity through which AEEI indirectly holds 30% of BT, thereby effectively acquiring a 29,7% stake in BT from AEEI for approximately R1 billion, which equates to its current book value in AEEI, the balance of the capital will be used for both organic and acquisitive growth. The organic growth will be achieved by AYO Technology’s existing businesses being provided with working capital to expand the current service offering and develop products internally. The acquisitive growth stems from target companies identified by both AYO Technology and BT to increase their service offerings to the market as detailed in paragraph 5 of the Pre-listing Statement. As most of the potential target companies have been identified, it is envisaged that the capital raised will be utilised in the first 12 to 18 months after Listing. The Board anticipates revenue to increase by 825% from the current year figures. This is predominately from existing customers engaged with BT, who are anticipated to move to AYO Technology and an anticipated increase in market share. Further detail is provided below in note 2. The forecasts incorporate the following material assumptions in respect of revenue and expenses that can be influenced by the Directors of AYO Technology:

2. Revenue and cost assumptions Revenue (and related gross profit (“GP”)) stem from 4 major sources, these are summarised in the table below

Revenue Source: 2018 Note reference Revenue Cost of sales Gross Profit Existing Customers from BT 2.1 944 096 880 613 662 972 330 433 908

Expected revenue increase through empowerment 2.2 859 794 118 558 866 176 300 927 942

Existing AYO Technology customers 2.3 549 151 855 364 938 681 184 213 174 Additional market share (empowerment, sales restructure, acquisition strategy) 2.4 2 077 869 211 1 454 508 448 623 360 763 Total 4 430 912 064 2 991 976 277 1 438 935 787

Revenue Source: 2019 Note reference Revenue Cost of sales Gross Profit Existing Customers from BT 2.1 1 389 407 053 903 114 584 486 292 469

Expected revenue increase through empowerment 2.2 1 324 822 151 861 134 398 463 687 753

Existing AYO Technology client base 2.3 671 405 682 449 740 177 221 665 505 Additional market share (empowerment, sales restructure, acquisition strategy) 2.4 4 354 927 619 3 048 449 333 1 306 478 286 Total 7 740 562 505 5 262 438 492 2 478 124 013

2.1 Existing Customers from BT –– As per the BT Alliance Agreement and referring to paragraph 4.2 of the Pre-listing Statement, it is anticipated that certain of BT’s existing primary customers will move to AYO Technology, in order to leverage off AYO Technology’s preferential procurement position, as a result of the company being 51% black owned and 30% black women owned. –– The expected GP margin percentage on this revenue is 35% which is based on preliminary discussions between BT and its existing customers regarding the new structure and the intended transfer of contracts to AYO Technology. –– The revenue to be generated from the existing BT customers is based on the revenue currently earned by BT directly from these customers. The revenue was recognised by BT in 2017 and is forecasted to be recognised by AYO Technology from 2018 onwards. Based on historical information, the revenue spend is expected to increase by between 8% to 10% year on year. This increase has been factored into the forecasted revenue. –– The forecast was performed focusing on the transfer of services and products over time to service BT’s existing primary customers, those being customer A and B, where they may derive benefit from these services and subject to BT’s internal approval processes. With the request for empowered service providers being the driver for the restructure and these clients wanting to maximise their spend for the foreseeable future, AYO Technology and BT’s strategic sales team plotted a realistic scope of works detailing when and how these services and products would be provided to these clients. In year one the total estimated spend by the client was considered with spend allocated to the new model.

44 –– The percentages provided for in the forecast are fair and reasonable considering the planning process concluded. –– Customer C was factored into the forecast to less of an extent but this is managements best estimate considering this clients budget. –– The table below reflects the Directors best estimation of the existing customers’ revenue that is envisaged to be transferred to AYO Technology in the 2018 and 2019 forecast period.

Note reference 2018 2019 Existing customer A 8 70% 100% Existing customer B 8 80% 100% Existing customer C 8 35% 60% Global telecommunications market 50% 50% Rest of the domestic market 50% 70%

–– Revenue from Customers A to C (set out below), global telecommunications market (GTM) and the rest of the domestic market recognised by BT in 2017 totalled R1.5 billion. –– Customers A to C are individual customers, the GTM relates to various services provided to various telecommunications service providers; and the rest of the domestic market comprises of numerous smaller clients that utilise a specific service offering from BT. Revenue has been forecasted as follows, after applying the percentages explained above:

Note Reference 2018 2019 Existing customer A 8 244 518 377 257 Existing customer B 8 424 684 583 941 Existing customer C 8 106 433 200 702 Global telecommunications market 69 398 74 950 Rest of the domestic market 99 063 152 557 944 097 1 389 407

–– Customer B will be the anchor tenant for the model as they are expected to be contracted to AYO Technology at the end of January 2018, with a detailed request for information having been submitted and presented by AYO Technology during August 2017. 2.2 Expected revenue increase through empowerment –– AYO Technology’s empowerment credentials are a significant competitive advantage as outlined in paragraph 4.1 of the Pre-listing Statement. Market research performed by AYO Technology in collaboration with BT engaging their existing primary customers listed in 2.1 above, indicates that existing customers are likely to shift services to those suppliers that would improve their preferential procurement spend. The cyber security segment has seen 4 major contracts attained in 2017 as a result of its new B-BBEE credentials. AYO Technology expects to fill this gap and estimates that it will increase its revenues by an additional R859 million in 2018 and R1,324 million in 2019 from the Customers A to C, the global telecommunications market and the rest of the domestic market listed in note 2.1 above. From a customer spend perspective, the business case is modeled on actual IT spend from contract teams (customers) as follows: I. Customer A’s current year IT spend, as per their current year financial statements, was approximately R1.5 billion of which BT currently earns R292 million per annum, which amounts to 19%. It is expected that AYO Technology could secure a further 16% of Customer A’s total IT spend for the services it currently provides, from the other suppliers of Customer A. With the capital raise and expansion of services through acquisitions as detailed in paragraph 5 of the Pre-listing Statement. II. Customer B’s current year IT spend, as per their current year financial statements, was approx. R1,9 billion of which BT currently earns R436 million per annum, which amounts to 23%. Customer B currently uses 7 suppliers and this will be downscaled to 4 suppliers as per discussions with the respective client. It is expected that AYO Technology could secure a further 23% of Customer B’s total IT spend for the services it currently provides, from the other suppliers of Customer B. With the capital raise and expansion of services through acquisitions as detailed in paragraph 5 of the Pre-listing Statement, this number could further increase but this has not been factored into the forecast. III. BT currently earns R249 million per year from Customer C. It is expected that AYO Technology could secure a further R102 million spend for the services it currently provides, from the other suppliers of Customer C. This is based on management’s best estimate and due to the enhanced empowerment credentials. IV. In the current year, BT earned R115 million from the global telecommunications market. It is expected that AYO Technology could secure a further R60 million spend for the services it currently provides, from the other suppliers of the global telecommunications market of GTM due to the enhanced empowerment credentials.

45 V. In the current year, BT earned R384 million from the rest of the domestic market. This made up 22% of BT’s total revenue during the year. It is expected that AYO Technology could generate a further R452 million spend in the 2019 year for the services it currently provides, from the other suppliers of the rest of the domestic market. With the capital raise and expansion of services through acquisitions as detailed in paragraph 5 of the Pre-listing Statement, this number could further increase but this has not been factored into the forecast. VI. The revenue is expected to yield a gross profit margin of 35%. This is based on preliminary discussions between BT and its existing customers regarding the new structure and the transfer of contracts to AYO Technology. 2.3 Existing AYO Technology customers –– The revenue from the existing AYO Technology segments is forecasted based on historical trends and does not include the potential growth of synergies from the BT strategic relationship, except for the increase of 20% and 25% in 2018 and in 2019 respectively in the cyber security service offering, where Puleng Technologies will be used for cyber security as well as governance and risk technology. –– AYO Technology has acquired services and products in the unified communications and cyber security spaces during the 2017 financial year. These acquisitions increased their turnovers collectively by 65% as a result of increased empowerment through AYO Technology. Turnover is expected to stabilise in future years. As a result, we have forecasted revenue in the unified communications to increase by 10% and 15% in 2018 and 2019 respectively, while cyber technology revenue is forecasted to increase by 20% to 25%1 in the 2018 and 2019 years. –– With regards to software and mobile development, revenue is expected to increase by 17% in 2018 and 18% in 2019. This is as a result of AYO Technology having developed and launched an asset tracking solution contracted to a single client in 2017, the growth related to this will come from new targeted clients and increased scope within the existing client. –– It is forecasted that revenue relating to the digital transformation segment will increase by 10% year on year. As part of AYO Technology’s product basket, it owns a platform which services digital media clients. It has planned to sell this platform into other industries such as e-commerce and retail in 2018 and 2019. The aforementioned media platform will be rolled out through Africa, its primary media customer. The AYO Technology hospital system recently landed a Nigerian contract which launches it’s African Strategy. The balance of the increase is as a result of organic growth. –– The forecasted revenue from the existing AYO Technology client base are expected to be as follows:

2018 2019 Existing AYO Technology client base 549 152 672 406

–– The gross profit margins are kept constant at current rates of between 28% and 40% in line with historic information. 1 The increase of 25% in 2019 reflects BT’s focus to expand into cyber security where Puleng Technologies will be used for cyber security as well as governance and risk technology. 2.4 Additional market share (empowerment, sales restructure, acquisition strategy) –– AYO Technology is a leading empowerment based entity and as a result it expects to enjoy a competitive advantage in the market. As part of its growth strategy, AYO Technology intends to develop a centralised sales force in collaboration with BT from its existing subsidiaries and create a hybrid sales methodology. As BT currently focusses on specific customers, the strategy for AYO Technology is to exploit an enterprise wide sales plan where it can exploit the vast capabilities built up from the collaboration with BT, its sub-contractors and inhouse capabilities. –– This revenue is a new revenue stream expected to be earned from increased market share. The increase is due to market research and major client engagement performed by AYO Technology in collaboration with BT, where it was noted that several competitors in the ICT sector are expected to lose market share due to not complying with new onerous B-BBEE codes as detailed in paragraph 4 of the Pre-listing Statement. –– As a result of diminishing competitor numbers, there is a gap in the market for a company with high B-BBEE credentials. Due to its competitive empowerment status, AYO Technology forecasts that it will be able to further penetrate the ICT marketspace and increase its market share by 1%, amounting to R2.078 billion in 2018 and 2% amounting to R 4.355 billion in 2019. The total South African market size (expressed in R’m), independently researched by Gartner (January 2017) is as follows:

2017- 2020 Segment 1 2014 YR 2015 YR 2016 YR 2017 YR 2018 YR 2019 YR 2020 YR CAGR Software 27 611 28 429 30 398 38 543 42 892 47 756 53 158 11,3% IT Services 73 419 71 166 73 767 89 466 94 173 98 998 103 928 5,1% Telecom Services 44 080 41 700 41 800 48 384 48 172 47 882 47 637 (0,5%) Devices 13 509 13 504 11 674 12 677 12 894 13 275 13 191 1,3% Data Centre Systems 7 453 8 208 7 698 9 272 9 656 9 836 9 986 2,5% Grand Total 166 071 163 008 165 338 198 342 207 787 217 746 227 900 4,7% Source: Gartner (January 2017)

46 –– Revenue from the increase in market share is expected to be generated from the retail, financial services and public- sector markets. The retail sector is expected to generate R433 million in 2018 and R907 million in 2019; the financial services market is expected to contribute R 1.039 billion in 2018 and R2.177 billion in 2019 and the public sector will contribute R606 million in 2018 and R1.27 billion in 2019. The figures are based on management’s best estimate.

2018 2019 Additional market share forecasted revenue (R’m) 2 078 4 355

–– This revenue line item is expected to have a gross profit margin of 30% –– Cost of sales expected to be incurred to generate this additional revenue include sales force, staff costs, marketing and advertising, travel and accommodation as these are directly linked to the generation of the revenue.

3. Operating costs associated with the increase in revenue are forecasted to increase in line with the revenue growth and fixed costs have been increased in line with inflation in the 2018 and 2019 financial year. Operating costs predominantly consist of marketing costs; commissions; consulting fees and local and international travel costs.

4. Additional costs have been forecasted to facilitate the scaling of the business in the new model in 2018 and 2019. Once-off listing costs of R5.1 million have been included in the forecasted operating costs of 2018. Administrative fees to be paid to AEEI for operational and administrative assistance provided by AEEI in the running of the business in terms of the administrative fee agreement have been included in the operating expenses. The existing fee is based on 1% of revenue as per paragraph 10.2 of the Pre-listing Statement , which will be revised after Listing. An amount of R7 million in the 2018 year is deemed reasonable. An inflationary increase will be applied from the 2019 financial year onwards. The amounts included in the forecast are R7 million and R7.56 million in the 2018 and 2019 years respectively.

5. The employee costs in the current business will increase in the 2018 year at an average rate of 8% in line with previous average increases per annum from 2018 onwards in line with expected revenue increase per management. The employee costs have been included as part of the Operating Expenses line item.

6. As per the BT Alliance Agreement, a number of employees may transfer from BT to AYO Technology in order to operationalise and empower AYO Technology with additional skills. It was estimated that approximately 50 new employees will be transferred to AYO Technology from BT in 2018 to service the additional BT revenue. These are in addition to the existing AYO Technology employees. The employee costs, being mostly directors’ remuneration and support staff, are expected to increase employee costs by R13 million in 2018. In 2019, an inflationary increase has been applied.

7. The depreciation charge, included in Operating Expenses, relates to existing property, plant and equipment is forecasted in line with current accounting policies of the AYO Technology and as no significant capital expenditure can be expected, depreciation is expected to remain consistent year on year throughout the forecast period. No significant capital expenditure is expected to be incurred by AYO Technology due to the transaction, as a result, the depreciation expense is not expected to increase year on year.

8. We have described the existing customers from BT as “Customer A”, “Customer B” and “Customer C” as the customer names are confidential. The forecasts incorporate the following material assumptions in respect of revenue, expenses, assets and liabilities that cannot be influenced by the Directors of AYO Technology. 9.1 An average forecast exchange rate of Rand to the Pound of 20.5 in the 2018 and 2019 financial years. 9.2 A corporate income tax rate of 28% has been applied throughout. The Board forecast the use of the current year assessed loss of AYO Technology in the 2018 year. This has resulted in a decrease in the tax expense of R 9.3 million. 9.3 The prime rate will remain constant at 10.25% per annum. 9.4 Interest is calculated based on current terms. Interest income is from debit loans and cash balances. Interest income on debit loans is at the prime interest rate. Interest income on cash balances is at a rate of 5% – 6% per annum. Interest expense is from credit loans with a floating interest rate of 2% to 3% above prime. 9.5 An inflation rate of 6.00% per annum has been applied. 9.6 Income received from the associates is shown net of income tax of 28%. No allowances for revenue and profit growth arising from further strategic acquisitions have been made in the forecast. The Directors have considered the implication of IFRS 9, IFRS 15 and IFRS 16, however the effects have not been taking into account in the 2018 and 2019 as management are still assessing the standards at the date of the forecast. The forecast for the years ending 31 August 2018 to 31 August 2019 have been compiled utilising the accounting policies of AYO Technology, which subject to any legislative amendments, are expected to remain in place for the duration of the forecasted periods.

47 ANNEXURE 2

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE FORECAST FINANCIAL INFORMATION OF AYO TECHNOLOGY

The definitions and interpretations commencing on page 12 of the Pre-listing Statement apply to this Annexure 2. The Directors Ayo Technology Solutions Limited Quay 7, Breakwater Boulevard, East Pier Victoria and Alfred Waterfront Cape Town 8001 8 December 2017 Dear Sirs INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE FORECAST FINANCIAL INFORMATION OF AYO TECHNOLOGY SOLUTIONS LIMITED (“AYO Technology” or the “Company”) We have examined the forecast statements of comprehensive income for the 12 month periods ending 31 August 2018 and 31 August 2019 as set out in Annexure 1 to the Pre-listing Statement to be issued on or about Wednesday, 13 December 2017. Directors’ responsibility The directors are responsible for the preparation and presentation of the forecast information, including the assumptions on which it is based and for the financial information from which it has been prepared. This responsibility, arising from compliance with the JSE Listing Requirements, includes determining whether the assumptions, barring unforeseen circumstances, provide a reasonable basis for the preparation of the forecast information; whether the forecast information has been properly compiled on the basis stated; and whether the forecast information is presented on a basis consistent with the accounting policies of AYO Technology. Our independence and quality control We have complied with the independence and other ethical requirements of the Code of Professional Conduct for Registered Auditors issued by the Independent Regulatory Board for Auditors (IRBA Code), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The IRBA Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Part A and B). The firm applies International Standard on Quality Control 1 and, accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Reporting accountant’s responsibility Our responsibility is to provide a limited assurance report on the forecast information prepared for the purpose of complying with the JSE Listing Requirements for inclusion in the Pre-listing Statement. We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements (ISAE) 3400: The Examination of Prospective Financial Information, which applies to engagements to examine and report on prospective financial information including examination procedures for best-estimate and hypothetical assumptions. This standard requires us to obtain sufficient appropriate evidence as to whether: • Management’s best-estimate assumptions on which the forecast information is based are not unreasonable and are consistent with purpose of the information; • The forecast information is prepared on the basis of the assumptions; • The forecast information is appropriately presented and all material assumptions are adequately disclosed; and • The forecast information is prepared and presented on a basis consistent with the accounting policies of AYO Technology for the period concerned. The procedures performed in a limited assurance engagement vary in nature from, and are less in extent than for, a reasonable assurance engagement. As a result, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion. Conclusion Based on our examination of the evidence supporting the assumptions, nothing has come to our attention which causes us to believe that: (i) The assumptions, barring unforeseen circumstances, do not provide a reasonable basis for the preparation of forecast information; (ii) The forecast information has not been properly compiled on the basis stated; (iii) The forecast information has not been appropriately presented and all material assumptions are not adequately disclosed; and (iv) The forecast information is not presented on a basis consistent with the accounting policies of AYO Technology.

48 Actual results are likely to be different from the forecast information since anticipated events frequently do not occur as expected and the variation may be material; accordingly no assurance is expressed regarding the achievability of the forecast. Consent We consent to the inclusion of this report, which will form part of the Pre-listing Statement to the shareholders of AYO Technology in the form and context in which it appears.

Grant Thornton Cape Incorporated Practice number 970879-0000 Chartered Accountants (SA) Registered Auditors Imtiaaz Hashim Partner Chartered Accountant (SA) Registered Auditor 6th Floor 123 Hertzog Boulevard Foreshore Cape Town 8001

49 ANNEXURE 3

PRO FORMA FINANCIAL INFORMATION OF AYO TECHNOLOGY

The definitions and interpretations commencing on page 12 of the Pre-listing Statement apply to this Annexure 3. The pro forma consolidated Statement of Financial Position and the pro forma consolidated Statement of Comprehensive Income of AYO Technology have been prepared for illustrative purposes only to show the financial effects of the B-BBEE Consortium Share Issue and the Private Placement and because of their nature, may not give a fair reflection of AYO Technology’s financial position, changes in equity and results of operations after the implementation of the B-BBEE Consortium Share Issue and the Private Placement. The pro forma financial information is presented in accordance with the provisions of the JSE Listings Requirements and the Guide on Pro Forma Financial Information issued by the South African Institute of Chartered Accountants. These pro forma financial effects are the responsibility of the Directors. The pro forma financial information has been prepared using the accounting policies of AYO Technology, which comply with IFRS and which are consistent with those applied in the annual financial statements of AYO Technology for the financial year ended 31 August 2017. It has been assumed for purposes of pro forma financial effects that the B-BBEE Consortium Share Issue and the Private Placement took place with effect from 1 September 2016 for the statement of comprehensive income purposes and on 31 August 2017 for the statement of financial position purposes and that the Private Placement was fully subscribed for cash.

50 PRO FORMA – SHARE ISSUE AT AN ISSUE PRICE OF R43.00 PER ISSUE SHARE

Pro forma statement of comprehensive income for the year ended 31 August 2017 The pro forma Statement of Comprehensive Income presented below was prepared on the assumption that the B-BBEE Consortium Share Issue and the Private Placement was implemented on 31 August 2017.

Financial Audited information financial after Pro forma Pro forma information adjustment adjustment – financial before B-BBEE for B-BBEE Private information Private Consortium Consortium Place- after Private Placement1 Share Issue2 Share Issue ment5,6,7 Pacement8 R’000 R’000 R’000 R’000 R’000

Revenue 478 663 – 478 663 – 478 663 Cost of sales (319 921) – (319 921) – (319 921) Gross profit 158 742 – 158 742 – 158 742 Other income 13 274 – 13 274 – 13 274 Operating expenses (125 263) – (125 263) (5 106) (130 369) Operating profit 46 753 – 46 753 (5 106) 41 647 Investment revenue 2 400 – 2 400 – 2 400 Finance costs (8 804) – (8 804) – (8 804) Income from equity accounted investments (679) – (679) – (679) Profit before tax 39 670 – 39 670 (5 106) 34 564 Taxation (12 822) – (12 822) – (12 822) Profit for the year from continued operation 26 848 – 26 848 (5 106) 21 742 Profit from discontinued operations 2 810 – 2 810 – 2 810 Profit for the year 29 658 – 29 658 (5 106) 24 552 Other comprehensive income (4) – (4) – (4) Total comprehensive income for the year 29 654 – 29 654 (5 106) 24 548 Total comprehensive income attributable to: Owners of the parent From continuing operations 13 862 – 13 862 (5 106) 8 756 From discontinued operations 2 810 – 2 810 – 2 810 16 672 – 16 672 (5 106) 11 566 Total comprehensive income attributable to: Owners of the parent 16 672 – 16 672 (5 106) 11 566 Non-controlling interest 12 982 – 12 982 – 12 982 29 654 – 29 654 (5 106) 24 548 Earnings per share (cents): 7.86 – 6.83 – 3.36 – Basic and Diluted: continuing operations 6.53 – 5.68 – 2.54 – Basic and Diluted: discontinued operations 1.33 – 1.15 – 0.82 Headline earnings per share (cents): 5.66 – 4.92 – 2.01 – Basic and Diluted: continuing operations 4.33 – 3.77 – 1.19 – Basic and Diluted: discontinued operations 1.33 – 1.15 – 0.82

Number of share in issue Basic and diluted: discontinued operations 212 382 539 31 960 000 244 342 539 99 782 655 344 125 194

Weighted average number of shares in issue Basic and diluted 212 078 6573 31 960 000 244 038 6574 99 782 655 343 821 313

51 Audited financial Pro forma financial information before Pro forma adjustment – information after Private Placement1 Private Placement5,6,7 Private Placement9 Reconciliation of headline earnings Gross Net Gross Net Gross Net Profit for the year attributable to equity owners of AYO Technology 13 861 (5 106) 8 756 Adjusted for: Discontinued operations 2 810 – – 2 810 Loss on disposal of property, plant and equipment Loss/(profit) on disposal of 11 8 11 8 discontinued operations (6 019) (4 672) – – (6 019) (4 672) Impairment loss – – – – – – Headline earnings 12 009 (5 106) 6 093

Issued Equity reconciliation shares Issued shares before the B-BBEE 212 382 539 Consortium Share Issue and the Private Placement and Event after reporting period 31 960 000 Event after the reporting period Private Placement 99 782 655 Total 344 125 194

NOTES 1. The audited financial information before the Private Placement was extracted without adjustments from the audited financial statements of AYO Technology for the year ended 31 August 2017, that was prepared in accordance with IFRS. 2. Prior to Listing, the Company will issue 31 960 000 Shares for cash to the B-BBEE Consortium in terms of the B-BBEE Consortium Share Issue. These Shares will be issued for R1.50 per share which will result in a cash inflow of R47.9 million. The B-BBEE Consortium Share Issue is subject to the approval of AEEI shareholders to be obtained at a general meeting to be held on Monday, 18 December 2017. On 1 September 2016 AYO Technology issued 6 854 000 shares in terms of the Puleng Acquisition Agreement, and on 01 October 2016 issued a further 3 646 579 shares in terms of the Headset Solutions Acquisition Agreement which resulted in the weighted average shares of 212 078 657 at 31 August 2017. 3. The weighted average shares of 21 078 657 at 31 August 2017 was adjusted by the 31 960 000 shares to be issued after the reporting period, resulting in a weighted average number of shares of 244 038 657. 4. It is assumed that 99 782 655 shares will be issued for R43.00 per share. It is assumed that the Private Placement will be fully subscribed resulting in a cash inflow of R2 794 million to AYO Technology. 5. The Private Placement will result in the number of shares in issue increasing by 99 782 655 shares to 344 125 194 shares. 6. It is assumed that transaction costs for the listing will amount to R77.3 million. R72.2 million relates to fees for the placement of shares and has been assumed to be directly attributable to the Private Placement expenses which are recognised in equity in accordance with IAS 32 – Financial Instruments: Presentation and have be offset against share capital. The remaining R5.1 million is an estimate of advisory and professional fees and it has been assumed that these are not directly attributable Private Placement expenses. These expenses have been recognised in the Statement of Comprehensive Income. It has been assumed that the transaction costs are not tax deductible. The adjustment for transaction costs is not expected to have a continuing effect. 7. The pro forma financial information after the B-BBEE Consortium Share Issue and the Private Placement column is based on the assumption that B-BBEE Consortium Share Issue and the Private Placement was implemented on 1 September 2016. 8. The earnings per share and headline earnings per share figures are calculated based on the weighted average number of shares in issue at 31 August 2017. The diluted earnings per share and diluted headline earnings per share are calculated based on the weighted average number of shares in issue at 31 August 2017. 9. There are no rights or options that exist and therefore there are no dilutionary instruments in issue. 10. The tax rate is assumed to be 28%.

52 Pro forma Statement of Financial Position as at 31 August 2017 The pro forma Statement of Financial Position presented below was prepared on the assumption that the B-BBEE Consortium Share Issue and the Private Placement were implemented on 31 August 2017. Financial Audited information financial after Pro forma information B-BBEE adjustment Pro forma financial before Consortium for B-BBEE adjustment – information Private Share Consortium Private after Private Placement1 Issue2 Share Issue Placement3,4 Placement5 R’000 R’000 R’000 R’000 R’000 Assets Non-Current Assets Property, plant and equipment 7 118 – 7 118 – 7 118 Goodwill 43 411 – 43 411 – 43 411 Intangible assets 12 506 – 12 506 12 506 Investment in joint venture 33 – 33 – 33 Loans to group companies 4 552 – 4 552 4 552 Other financial assets 747 – 747 – 747 Deferred tax 10 034 – 10 034 – 10 034 78 402 – 78 402 – 78 402 Current Assets Inventories 9 702 – 9 702 – 9 702 Trade and other receivables 110 428 – 110 428 – 110 428 Other financial assets 19 266 – 19 266 – 19 266 Current tax receivable 384 – 384 – 384 Cash & cash equivalents 74 229 47 940 122 169 4 213 348 4 335 518 214 010 47 940 261 950 4 213 348 4 475 298 Total Assets 292 411 47 940 340 351 4 213 348 4 553 700

Equity and Liabilities Equity Share capital 184 129 47 940 232 069 4 218 454 4 450 523 Reserves (4) – (4) – (4) Retained income (151 787) – (151 787) (5 106) (156 893) Equity attributable to the parent 32 338 47 940 80 278 4 213 348 4 293 626 Non- controlling interest 34 752 – 34 752 – 34 752 Liabilities 67 090 47 940 115 030 4 213 348 4 328 378 Non-Current Liabilities Loans from group companies 80 597 – 80 597 – 80 597 Other financial liabilities 50 – 50 – 50 Finance lease liability 2 549 – 2 549 – 2 549 83 196 – 83 196 – 83 196 Current Liabilities Trade and other payables 108 505 108 505 – 108 505 Loans from shareholders 69 – 69 – 69 Other financial liabilities 5 692 – 5 692 – 5 692 Finance lease liabilities 259 – 259 – 259 Operating lease liabilities 305 – 305 – 305 Deferred income 2 981 – 2 981 – 2 981 Current tax payable 8 372 – 8 372 – 8 372 Provisions 12 473 – 12 473 – 12 473 Bank overdraft 3 109 – 3 109 – 3 109 141 766 – 141 766 – 141 765 Liabilities on disposal groups 360 – 360 – 360 Total Liabilities 225 321 – 225 321 – 225 321

Total Equity and Liabilities 292 411 47 940 340 351 4 213 348 4 553 700

Net asset value per share (cents) 15.23 32.85 1 247.69 Net tangible asset value per share (cents) (11.10) 9.97 1 231.44

Number of shares in issue 212 382 539 31 960 000 244 340 465 99 782 655 344 123 120

53 NOTES 1. The audited financial information before the Private Placement was extracted without adjustments from the audited financial statements of AYO Technology for the year ended 31 August 2017 that was prepared in accordance with IFRS. 2. Prior to Listing, the Company will issue 31 960 000 Shares for cash to the B-BBEE Consortium in terms of the B-BBEE Consortium Share Issue. These Shares will be issued for R1.50 per share which will result in a cash inflow of R47.9 million The Private Placement will result in the number of shares in issue increasing by 99 782 655 shares to 344 125 194 shares. 3. It is assumed that 99 782 655 shares will be issued for R43.00 per share. It is assumed that the share issue will be fully subscribed resulting in a cash inflow of R4 291 million to the Group. 3.1 The estimated transaction costs for the Listing will amount to R77.3 million, resulting in a net cash inflow of R4 214 million. R72.2 million of the estimated transaction costs relates to fees for the placement of shares and has been assumed to be directly attributable to the Private Placement expenses which are recognised in equity in accordance with IAS 32 – Financial Instruments: Presentation and have be offset against share capital. 3.2 The remaining R5.1 million is an estimate of advisory and professional fees and it has been assumed that these are not directly attributable Private Placement expenses. These expenses have been recognised in the statement of comprehensive income. It has been assumed that the transaction costs are not tax deductible. 4. The pro forma financial information after Private Placement column is based on the assumption that the Share issue was implemented on 31 August 2017. 5. The initial net asset value per share and tangible net asset value per share figures are calculated based on the number of shares in issue at 31 August 2017, being 212 382 539 shares and the final net asset value per share and tangible net asset value per share figures are calculated based on the number of shares in issue of 344 125 194 shares, after the B-BBEE Consortium Share Issue and the Private Placement. The capital raised through the B-BBEE Consortium Share Issue and the Private Placement will be used to fund expansion and future growth in the AYO Technology group.

54 ANNEXURE 4

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE PRO FORMA FINANCIAL INFORMATION OF AYO TECHNOLOGY

The definitions and interpretations commencing on page 12 of the Pre-listing Statement apply to this Annexure 4. The Directors AYO Technology Solutions Limited Quay 7, Breakwater Boulevard, East Pier Victoria and Alfred Waterfront Cape Town 8001 8 December 2017 Dear Sirs INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION OF AYO TECHNOLOGY SOLUTIONS LIMITED (“AYO Technology” or the “Company”) We have completed our assurance engagement to report on the compilation of pro forma financial information of AYO Technology by its Directors (“Directors”). The pro forma financial information as set out in Annexure 3 of the pre-listing statement (“Pre-listing Statement”) comprises of two sets of pro forma financial information, Pro Forma A and Pro Forma B (the “pro forma financial information”). Pro Forma A and Pro Forma B, each consist of the pro forma statement of financial position, the pro forma statement of comprehensive income and related notes. The pro forma financial information has been compiled on the basis of the applicable criteria specified in the JSE Limited (“JSE”) Listings Requirements. The pro forma financial information has been compiled by the Directors to illustrate the impact of the corporate actions, described in Annexure 3, on the AYO Technology Group’s financial position as at 31 August 2017, and the company’s financial performance for the period then ended, as if the corporate actions had taken place at 31 August 2017 for purposes of the pro forma statement of financial position and at 01 September 2016 for the purposes of the pro forma statement of comprehensive income. As part of this process, information about the AYO Technology Group’s financial position and financial performance has been extracted by the directors from the company’s published financial statements for the 12 months ended 31 August 2017, on which an auditor’s report was issued on 6 November 2017. Our independence and quality control We have complied with the independence and other ethical requirements of the Code of Professional Conduct for Registered Auditors issued by the Independent Regulatory Board for Auditors (“IRBA Code”), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The IRBA Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Part A and B). The firm applies International Standard on Quality Control 1 and, accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Directors’ responsibility for the pro forma financial information The directors are responsible for compiling the pro forma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in Annexure 3. Reporting accountants’ responsibility Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects, by the directors on the basis specified in the JSE Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (“ISAE”) 3420: Assurance Engagements to Report on the Compilation of Pro forma Financial Information Included in a Prospectus. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information. As the purpose of pro forma financial information included in a Pre-listing Statement is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction would have been as presented.

55 A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the pro forma financial information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether: • the related pro forma adjustments give appropriate effect to those criteria; and • the pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information. Our procedures selected depend on our judgement, having regard to our understanding of the nature of the company, the corporate action or event in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. Our engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in Annexure 3. Consent We consent to the inclusion of our report on the pro forma financial information and the references thereto, in the form and context in which they appear.

Grant Thornton Cape Incorporated Practice number 970879-0000 Chartered Accountants (SA) Registered Auditors Imtiaaz Hashim Partner Chartered Accountant (SA) Registered Auditor 6th Floor 123 Hertzog Boulevard Foreshore Cape Town 8001

56 ANNEXURE 5

HISTORICAL FINANCIAL INFORMATION OF AYO TECHNOLOGY FOR THE THREE YEARS ENDED 2017, 2016 AND 2015

The definitions and interpretations commencing on page 12 of the Pre-listing Statement apply to this Annexure 5. CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF AYO TECHNOLOGY SOLUTIONS LIMITED (PREVIOUSLY KNOWN AS SEKUNJALO TECHNOLOGY SOLUTIONS LIMITED) AND ITS SUBSIDIARIES FOR THE YEARS ENDED 31 AUGUST 2015, 31 AUGUST 2016 AND 31 AUGUST 2017 INTRODUCTION The historical financial information of AYO Technology Solutions Limited (previously known as Sekunjalo Technology Solutions Limited) and its subsidiaries (“AYO Group”) set out below has been extracted from the consolidated audited annual financial statements of AYO and its subsidiaries for the years ended 31 August 2015, 31 August 2016 and 31 August 2017. The annual financial statements were audited by Grant Thornton Cape Inc. and reported on without qualification. The historical financial information of AYO and its subsidiaries is the responsibility of the Directors of AYO. The historical financial information of AYO and its subsidiaries for the years ended 31 August 2015, 31 August 2016 and 31 August 2017 were authorised for issue on 10 October 2017 by the Board of Directors COMMENTARY

1. Nature of business AYO is an entity incorporated in South Africa, which owns subsidiaries and controls entities involved in information technology and telecommunications. The AYO Group operates primarily in South Africa.

2. Financial results and commentary The operational results and the affairs of the AYO Group are fully set out in the consolidated statements of financial position, comprehensive income, changes in equity, cash flows and notes thereto. AYO Technology is an empowered ICT Group offering numerous end-to-end solutions to a host of industries. The AYO Group was established in 1996 and has evolved over this time through continually adapting to the local and international ICT landscape. AYO Technology, through its divisions, subsidiaries and associates provide solutions to both the public and private sector within South Africa and abroad , with its private sector customer base comprising mostly of blue chip multinationals. The AYO Group holds key agreements with principles such as Nokia Siemens, Intersystems Corporation, Cisco Systems, Microsoft Corporation, IBM, Riverbed Technology Inc etc. The AYO Group’s asset base increased over the last three years, largely due to the acquisition of Puleng Technologies and Kalula Communications. Revenue increased by 115% over the three-year financial period while maintaining gross profit margins at an average of 32% with operating profit improving by 64%.

3. Dividends The dividends already declared and paid to shareholders during the year are as reflected in the attached consolidated statement of changes in equity.

4. Events after the reporting period On the first day of September 2017 the Investment in Emergent Energy was sold. The investment is classified as a non-current asset held for sale in the annual financial statements. On the 20th of October 2017, a SENS announcement was released by AEEI to announce the approval by the Directors to list AYO Technology Solutions on the JSE.

5. Directors Khalid Abdulla (Chairman) Chantelle Ah Sing Naahied Gamieldien (Chief financial officer) Cherie Felicity Hendricks (Corporate affairs and sustainability director) Aziza Begum Amod Abdul Malick Salie Takudzwa Tanyaradzwa Hove

57 6. Secretary The company secretary is CF Hendricks of: Postal address PO Box 181 V&A Waterfront Cape Town 8000

Business address Quay 7 East Pier V&A Waterfront Cape Town 8001

7. Holding company The Group’s holding company is African Equity Empowerment Investments Limited which holds 80% (2016: 94%) of the Group’s equity. African Equity Empowerment Investments Limited is listed on the JSE Limited.

58 HISTORICAL FINANCIAL INFORMATION

No material changes in the nature of the business of the AYO Group occurred, and no material fact or circumstance has occurred between the end of the latest financial year of the AYO Group and the date of this Circular, in so far as not already dealt with in the historical financial information outlined in this Annexure 1. The historical financial information was audited by Grant Thornton Cape Inc. and should be read in conjunction with their Independent Reporting Accountant’s Report set out in Annexure 1. Consolidated Statement of Financial Position as at 31 August 2017 2017 2016 2015 Notes R’000 R’000 R’000 Assets Non-Current Assets Property, plant and equipment 2 7 118 2 494 3 180 Goodwill 3 43 411 17 302 17 302 Intangible assets 4 12 506 2 181 2 068 Investment in joint venture 6 33 33 33 Investment in associates 7 – 319 9 Loans to group companies 8 4 552 2 093 3 766 Other financial assets 9 747 1 129 3 520 Deferred tax assets 10 10 034 11 067 3 704 78 401 36 618 33 582 Current Assets Inventories 11 9 702 – 3 085 Trade and other receivables 12 110 428 32 412 58 998 Other financial assets 9 19 266 3 578 2 Current tax receivable 384 969 181 Cash and cash equivalents 13 74 230 33 562 22 185 214 010 70 521 84 451 Total Assets 292 411 107 139 118 033

Equity and Liabilities Equity Share capital 15 184 129 168 828 168 828 Reserves (4) – – Retained earnings (151 787) (169 577) (198 887) 32 338 (749) (30 059) Non-controlling interest 34 752 17 852 15 967 67 090 17 103 (14 092)

Liabilities Non-Current Liabilities Loans from group companies 8 80 597 67 729 77 055 Other financial liabilities 16 50 72 282 Finance lease liabilities 17 2 549 – – Operating lease liabilities – – 520 83 196 67 801 77 857 Current Liabilities Trade and other payables 18 108 504 12 776 33 471 Loans from shareholders 69 – 7 Other financial liabilities 16 5 691 204 – Finance lease liabilities 17 259 – – Operating lease liability 306 529 – Deferred income 19 2 980 1 186 10 474 Current tax payable 8 373 272 885 Provisions 20 12 473 7 268 9 431 Bank Overdraft 13 3 110 – – 141 765 22 235 54 268 Liabilities on disposal groups 14 360 – – Total Liabilities 225 321 90 036 132 125 Total Equity and Liabilities 292 411 107 139 118 033

Net asset value per share (cents) 15.23 (0.37) (14.87) Net tangible asset value per share (cents) (11.10) (10.01) (24.45)

59 Consolidated Statement of Comprehensive Income for the year ended 31 August 2017 2017 2016 2015 Notes R’000 R’000 R’000

Revenue 21 478 663 169 217 222 620 Cost of sales (319 921) (113 086) (153 337) Gross profit 158 742 56 131 69 283 Other income 22 13 274 13 794 2 826 Operating expenses (125 263) (34 911) (47 301) Operating profit 23 46 753 35 014 24 808 Investment revenue 24 2 400 2 658 1 812 Fair value adjustments – – 28 Income from equity accounted investments (679) 310 9 Finance costs 25 (8 804) (8 374) (8 033) Profit before taxation 39 670 29 608 18 624 Taxation 26 (12 822) 2 042 (6 668) Profit from continuing operations 26 848 31 650 11 956 Profit/(Loss) from discontinued operations 14 2 810 1 667 – Profit for the year 29 658 33 317 11 956 Other comprehensive income (4) – – Total comprehensive income for the year 29 654 33 317 11 956

Total comprehensive income attributable to: Owners of the parent From continuing operations 13 862 27 643 7 539 From discontinued operations 2 810 1 667 – 16 672 29 310 7 539

Total comprehensive income attributable to: Owners of the parent 16 672 29 310 7 539 Non-controlling interest 12 982 4 007 4 417 29 654 33 317 11 956

Earnings per share information: 38 Basic earnings per share (Cents) – Continued Operations 6.53 14.50 3.73 – Discontinued Operations 1.33 0.82 – Headline earnings per share (Cents) – Continued Operations 4.33 10.25 3.70 – Discontinued Operations 1.33 0.82 –

60 Consolidated Statement of Changes in Equity for the year ended 31 August 2017 Total equity attributable equity Non- Share Share Retained holders of controlling Total capital premium Reserves earnings the group interest equity R’000 R’000 R’000 R’000 R’000 R’000 R’000 Balance at 1 September 2014 809 168 019 – (206 426) (37 598) 13 798 (23 800) Profit for the year – – 7 539 7 539 4 417 11 956 Other comprehensive income – – – – – – – Total comprehensive income for the year – – – 7 539 7 539 4 417 11 956 Dividends – – – – – (2 248) (2 248) Total distributions to owners of company recognised directly in equity – – – – – (2 248) (2 248) Balance at 1 September 2015 809 168 019 – (198 887) (30 059) 15 967 (14 092) Profit for the year – – – 29 310 29 310 4 007 33 317 Other comprehensive income – – – – – – – Total comprehensive income for the year – – – 29 310 29 310 4 007 33 317 Dividends – – – – – (2 122) (2 122) Total distributions to owners of company recognised directly in equity – – – – – (2 122) (2 122) Balance at 1 September 2016 809 168 019 – (169 577) (749) 17 852 17 103 Profit for the year – – – 16 676 16 676 12 982 29 658 Other comprehensive income – – (4) – (4) – (4) Total comprehensive income for the year – – (4) 16 676 16 672 12 982 29 654 Dividends – – – – (5 985) (5 985) Business combinations 41 15 260 1 115 16 416 9 902 26 318 Balance at 31 August 2017 850 183 279 (4) (151 786) 32 339 34 751 67 090

61 Consolidated Statement of Cashflows for the year ended 31 August 2017 2017 2016 2015 Notes R’000 R’000 R’000 Cash flows from operating activities Cash receipts from customers 459 785 253 991 215 433 Cash paid to suppliers and employees (406 615) (231 298) (201 405) Cash generated from operations 27 53 170 22 693 14 028 Interest income 2 579 (3 540) 1 813 Finance costs 25 (8 804) (2 852) (8 033) Tax paid 28 (6 955) (7 512) (6 700) Net cash from operating activities 39 990 8 789 1 108

Cash flows from investing activities Purchase of property, plant and equipment 2 (3 380) (1 121) (2 146) Sale of property, plant and equipment 93 60 609 Increase in internally generated intangible assets 4 (1 205) (1 488) – Expenditure on product development – (357) (1 997) Business combinations 29 (1 559) – – Proceeds from disposal of subsidiary 30 17 140 207 – Loans advanced to group companies – – (666) Proceeds from loans from group companies 10 483 6 466 2 399 Purchase of other financial assets (13 612) (1 208) (3 424) Net cash to investing activities 7 960 2 559 (5 225)

Cash flows from financing activities Repayment of other financial liabilities 265 (4) (185) Loans (to)/from shareholders (530) 33 (40) Finance lease payments (886) – (622) Net movement in other financial assets (3 256) – – Dividends paid (5 985) – – Acquisition of additional shares in joint venture – – (33) Net cash to financing activities (10 392) 29 (880)

Total cash movement for the year 37 558 11 377 (4 997) Cash at the beginning of the year 33 562 22 185 27 182 Total cash at the end of the year 13 71 120 33 562 22 185

62 ACCOUNTING POLICIES

1. PRESENTATION OF ANNUAL FINANCIAL STATEMENTS The annual financial statements have been prepared in accordance with International Financial Reporting Standards, the Companies Act and the Listings Requirements of the JSE. The annual financial statements have been prepared on the historical cost basis, except where otherwise stated, and incorporate the principal accounting policies set out below. These accounting policies are consistent with the previous period 1.1 Consolidation Basis of consolidation The consolidated annual financial statements incorporate the annual financial statements of the Company and all entities which are controlled by the Company. Control exists when the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Business combinations The Group accounts for business combinations using the acquisition method of accounting. Goodwill is determined as the consideration paid, plus the fair value of any shareholding held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree. Goodwill is not amortised but is tested on an annual basis for impairment. Interest in joint ventures A joint venture is a contractual agreement whereby the Group and other parties undertake an economic activity that is subject to joint control; that is when the strategic financial and operating policy decisions relating to the activities of the joint venture require the unanimous consent of the parties sharing control. Jointly controlled operations In respect of its interests in jointly controlled operations, the Group recognises in its annual financial statements: • the assets that it controls and the liabilities that it incurs; and • the expenses that it incurs and its share of the income that it earns from the sale of goods or services by the joint operation. Investments in subsidiaries Separate Financial Statements In the Company’s separate annual financial statements, investments in subsidiaries are carried at fair value through profit or loss. An adjustment to the cost of a business combination contingent on future events is included in the cost of the combination if the adjustment is probable and can be measured reliably. 1.2 Significant judgements In preparing the annual financial statements, management is required to make estimates and assumptions that affect the amounts represented in the annual financial statements and related disclosures. Use of available information and the application of judgement are inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the annual financial statements. Significant judgements include: Trade receivables and loans and receivables The AYO Group assesses its trade receivables and loans and receivables for impairment at each statement of financial position date. In determining whether an impairment loss should be recorded in the statement of comprehensive income, the AYO Group makes judgements as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from a financial asset. 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. Property, plant and equipment The AYO Group assesses the useful lives, depreciation rates and residual values of these assets at each statement of financial position date. These estimates take cognisance of current market and trading conditions for the AYO Group’s specific assets. In addition, the useful life estimates take into account the risk of obsolescence due to advances in technology. Intangible assets The AYO Group assesses the useful lives, amortisation rates and residual values at each reporting date. This judgement is used on the market and trading conditions for the AYO Group, management’s expectations and strategy for the use of the intangible, as well as by performance indicators, sales growth rate and operating margins of cash generating units which use the intangible. Impairment testing Assets are subject to regular impairment reviews as required. Impairments are measured at the difference between the carrying value of an asset and the recoverable amount which is the greater of the fair value less cost to sell or value in use of the asset. Impairments are recorded in the statement of comprehensive income in the period in which they occur. The Group’s policy in relation to impairment testing in respect of goodwill is detailed below.

63 The recoverable amount of the cash-generating units has been determined based on a value in use calculation. Key assumptions applied to determine the recoverable amount of the cash generating units, using the value in use calculation relating to sales growth rates, working capital requirements and capital expenditure. Cash flow projections were based on historical information and financial budgets approved by senior management covering a five year period. Assumptions applied for impairment testing of goodwill: Risk free rate R 186 Government Bonds Beta 0.5 – 1.50 Discount rate 15% – 35%

Investments in subsidiaries Valuation method An entity discounted cash flow (DCF) valuation technique is used for all unlisted investments that are held at fair value and for which there is no active market. Price/earnings valuations are not as accurate and are thus only used as a secondary review. Application of Methodology Free cash flow (FCF) forecasts are prepared year-by-year for a minimum of a three-year period and for high-growth companies year-by-year forecasts for a period of five to ten years are prepared, where after a terminal value will be calculated. Terminal value growth rates When calculating the terminal value, growth rates in excess of the current inflation rate are not utilised. Real growth beyond ten years is not likely, and even if likely it is difficult to forecast with any certainty. Terminal values When calculating the terminal value, due care is taken regarding the level of net capital investment assumed. This is assumed to be lower than during the specific forecast period for high growth companies. For mature, stable companies net capital investment during the specific forecast period and beyond is assumed to be the same. Discount Rate Free cash flows are discounted at the Company’s weighted average cost of capital (WACC), being the weighted cost of equity (as determined using the capital asset pricing model (CAPM)) and the weighted after-tax cost of debt and/or any other non-equity form of financing. Risk free rate The risk-free rate utilised is the yield on ten year government bonds. These yields were obtained from the financial press at the time of preparing the valuations. Where no ten-year South African bonds are in issue, the nearest long-term South African bond rate should be used. Beta The equally-weighted average of the relevant industry betas together with professional judgement is used. The betas are calculated over a five-year period (where possible). This is assumed to provide a fair estimate of the AYO Group’s recent market risk. Market Risk Premium A market risk premium was utilised in all valuations. Value of Equity The value of equity will be equal to the free cash flow value of the entity, less the statement of financial position values (at valuation date) of debt and any other form of financing, plus any cash on hand (per the statement of financial position) which is in excess of normal working capital requirements. Fair value determination The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The AEEI Group uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting period. Discounted cash flows are used to determine fair value for the investments in subsidiary companies. The use of a discounted cash flow analysis requires the estimation of a number of significant components; including the future expected cash flows and the weighted average cost of capital used to perform the discounting. Many of these factors may have a material impact on the valuation. Subsidiaries consolidated when less than 50% interest is held The AYO Group consolidates subsidiaries with an effective interest of less than 50% when the Group has control and power over the investee; it is exposed to or has rights to variable returns from involvement with the investee; and it has the ability to use its power over the investee to affect the amount of the investor’s returns. The Group has consolidated its subsidiaries in which it holds less than 50% because of additional voting powers granted to the parent company in the shareholders’ agreement.

64 1.3 Provisions Provisions were raised and management determined an estimate based on the information available. 1.4 Property, plant and equipment Property, plant and equipment is initially measured at cost. Property, plant and equipment is carried at cost less accumulated depreciation and any impairment losses. Property, plant and equipment are depreciated on the straight-line basis over their expected useful lives to their estimated residual value. The useful lives of items of property, plant and equipment have been assessed as follows: Item Average useful life Leasehold improvements 5 – 8 years Plant and machinery 1 – 6 years Furniture and fixtures 2 – 8 years Motor vehicles 1 – 6 years Office equipment 3 – 5 years IT equipment 1 – 3 years Computer Software 2 – 4 years Electronic equipment 2 – 3 years

The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting period. If the expectations differ from previous estimates, the change is accounted for as a change in accounting estimate. 1.5 Intangible assets Intangible assets which are separately acquired are initially recognised at cost, being their purchase price after adding any directly attributable costs of preparing the assets to be capable of operating in the manner intended by management. Intangible assets with a finite useful life are stated at cost less any accumulated amortisation and any impairment losses. Software development costs, which are internally generated, are measured at cost after taking into account any accumulated amortisation and accumulated impairment losses, where applicable. Item Useful life Billing System 1 year eCCR 3 years

1.6 Financial instruments Initial recognition and measurement The AYO 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. The AYO Group’s financial assets are investments, loans receivables, trade and other receivables and bank and cash balances. The AYO Group’s principal financial liabilities are interest-bearing and non-interest bearing loans payable, trade and other payables and bank overdrafts. Financial assets and financial liabilities are recognised on the AEEI Group’s statement of financial position when the AYO Group becomes party to the contractual provisions of the instrument. Trade and other payables Trade payables are initially measured at fair value plus transactions costs 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 fair value. Bank overdraft and borrowings Bank overdrafts and 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. Loans to/from Group companies These include loans to and from holding companies, fellow subsidiaries, subsidiaries and joint ventures are recognised initially at fair value plus direct transaction costs. Subsequently these loans and receivables are measured at amortised cost using the effective interest rate method, less any impairment loss recognised to reflect irrecoverable amounts. On loans receivable, an impairment loss is recognised in profit or loss when there is objective evidence that it is impaired. The impairment is measured as the difference between the loan’s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

65 Impairment losses are reversed in subsequent periods when an increase in the 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 loan at the date the impairment is reversed shall not exceed what the amortised cost would have been had the impairment not been recognised. Loans from Group companies are classified as financial liabilities and measured at amortised cost. Trade and other receivables Trade receivables are measured at initial recognition at fair value plus transaction costs, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in the profit or loss when there is objective evidence that the asset 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. 1.8 Tax Current tax assets and liabilities 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 reporting date. Deferred tax assets and liabilities A deferred tax asset is recognised for the carry forward of unused tax losses to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to be applied 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 the 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. 1.9 Leases A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership to the lessee. All other leases are classified as operating leases. Finance leases – lessee Finance leases are recognised as assets and liabilities in the statement of financial position at amounts equal to the fair value of the lease property or, if lower, the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Operating leases – lessee Operating lease payments are recognised as an expense on a straight-line basis over the lease term. Any contingent rents are expensed in the period they are incurred. 1.10 Inventories Inventories are measured at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. 1.11 Impairment of assets The Group assesses at the end of each 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. Irrespective of whether there is an indication of impairment, the group also: • tests intangible assets with an indefinite useful life or intangible assets not yet available for use for impairment annually by comparing its carrying amount with its recoverable amount. This impairment test is performed during the annual period and at the same time every period; • tests goodwill acquired in a business combination for impairment annually.

66 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. 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. A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortisation other than goodwill is recognised immediately in profit or loss. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase. 1.12 Provisions Provisions are recognised when: • the group has a present obligation as a result of a past event; • it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and • a reliable estimate can be made of the obligation. The amount of a provision is the present value of the expenditure expected to be required to settle the obligation. Provisions are not recognised for future operating losses. Contingent assets and liabilities are not recognised. 1.13 Revenue Revenue from the sale of goods is recognised when all the following conditions have been satisfied: • the group has transferred to the buyer the significant risks and rewards of ownership of the goods; • the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; • the amount of revenue can be measured reliably; • it is probable that the economic benefits associated with the transaction will flow to the group; and • the costs incurred or to be incurred in respect of the transaction can be measured reliably. When the outcome of a transaction involving the rendering of services can be estimated reliably, revenue associated with the transaction is recognised by reference to the stage of completion of the transaction at the end of the reporting period. The outcome of a transaction can be estimated reliably when all the following conditions are satisfied: • the amount of revenue can be measured reliably; • it is probable that the economic benefits associated with the transaction will flow to the group; • the stage of completion of the transaction at the end of the reporting period can be measured reliably; and • the costs incurred for the transaction and the costs to complete the transaction can be measured reliably. When the outcome of the transaction involving the rendering of services cannot be estimated reliably, revenue shall be recognised only to the extent of the expenses recognised that are recoverable. Service revenue is recognised by reference to the stage of completion of the transaction at the end of the reporting period. Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of business, net of trade discounts and volume rebates, and value added tax. Service fees included in the price of the product are recognised as revenue over the period during which the service is performed. 1.14 Cost of Sales When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period in which it occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realisable value, is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs. 1.15 Borrowing costs Borrowing costs are recognised as an expense in the period in which they are incurred.

67 1.16 Foreign currency transactions A foreign currency transaction is recorded, on initial recognition in Rand, by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. At the end of the reporting period: • foreign currency monetary items are translated using the closing spot rate; • non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction; and • non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous annual financial statements are recognised in profit or loss in the period in which they arise. Cash flows arising from transactions in a foreign currency are recorded in Rand by applying to the foreign currency amount the exchange rate between the Rand and the foreign currency at the date of the cash flow. 1.17 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. 1.18 Interest and Dividend income Interest is recognised in profit or loss, using the effective interest rate method Dividends are recognised in profit or loss, when the group’s right to receive payment has been established.

68 NOTES TO THE FINANCIAL STATEMENTS

1. NEW STANDARDS AND INTERPRETATIONS Standards and interpretations not yet effective Below is a list of the current standards and interpretations which have been issued but may not be effective: Effective date: Years beginning Standard/Interpretation on or after Expected impact IFRS 7 Financial Instruments: Disclosure 1 July 2016 Unlikely there will be a material impact IFRS 9 Financial instruments 1 January 2018 Unlikely there will be a material impact IFRS 15 Revenue from Contracts with Customers 1 January 2018 Unlikely there will be a material impact IFRS 16 Leases 1 January 2019 Impact is currently being assessed IAS 1 Presentation of financial statements 1 January 2016 Unlikely there will be a material impact IAS 16 Property, plant and equipment 1 January 2016 Unlikely there will be a material impact IAS 27 Consolidated financial statements 1 January 2016 Unlikely there will be a material impact IAS 19 Employee benefits 1 July 2016 Unlikely there will be a material impact IAS 38 1 July 2016 Unlikely there will be a material impact

2. PROPERTY, PLANT AND EQUIPMENT 2017 2016 2015 Accumu- Accumu- Accumu- lated lated lated depreci- Carrying depreci- Carrying depreci- Carrying Cost ation value Cost ation value Cost ation value Plant and machinery 1 575 (224) 1 351 – – – – – – Furniture and fixtures 1 250 (834) 416 927 (780) 147 921 (698) 223 Motor vehicles 5 074 (3 376) 1 698 – – – – – – Office equipment 1 209 (1 115) 94 485 (377) 108 409 (329) 80 IT equipment 5 354 (3 733) 1 621 3 938 (3 044) 894 5 862 (4 913) 949 Computer software 1 968 (1 731) 237 1 830 (1 055) 775 1 521 (365) 1 156 Leasehold improvements 1 811 (1 150) 661 1 722 (1 152) 570 1 673 (901) 772 Electronic equipment 1 565 (525) 1 040 – – – – – – Total 19 806 (12 688) 7 118 8 902 (6 408) 2 494 10 386 (7 206) 3 180

Reconciliation of property, plant and equipment – 2017 Additions through Opening business balance Additions combinations Disposals Depreciation Total Plant and machinery – – 1 509 – (158) 1 351 Furniture and fixtures 147 50 237 (10) (8) 416 Motor vehicles – – 2 606 – (908) 1 698 Office equipment 108 197 48 (33) (226) 94 IT equipment 894 1 018 659 (321) (629) 1 621 Computer software 775 229 – (9) (758) 237 Leasehold improvements 570 314 – (23) (200) 661 Electronic equipment – 1 572 – (5) (527) 1 040 Total 2 494 3 380 5 059 (401) (3 414) 7 118

69 Reconciliation of property, plant and equipment – 2016 Disposals Opening through sale balance Additions Disposals of subsidiary Depreciation Total Plant and machinery – 18 – (15) (3) – Furniture and fixtures 223 20 – – (96) 147 Office equipment 80 76 – – (48) 108 IT equipment 948 602 (26) (23) (607) 894 Computer software 1 156 356 (48) – (689) 775 Leasehold improvements 773 49 – – (252) 570 Total 3 180 1 121 (74) (38) (1 695) 2 494

Reconciliation of property, plant and equipment – 2015 Opening balance Additions Disposals Depreciation Total Furniture and fixtures 324 77 (4) (174) 223 Office equipment 128 – – (48) 80 IT equipment 963 632 (54) (593) 948 Computer software 163 1 136 – (143) 1 156 Leasehold improvements 851 301 – (379) 773 Total 2 429 2 146 (58) (1 337) 3 180

Pledged as security The following assets have been encumbered as security for long-term borrowings: 2017 2016 2015 Motor vehicles R1 672 – –

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.

3. GOODWILL 2017 2016 2015 Cost 43 791 17 683 17 683 Accumulated impairment (380) (381) (381) Balance at end of year 43 411 17 302 17 302

Goodwill relates to the group’s interest in Health System Technologies Proprietary Limited (“Health System Technologies”), the Saratoga Software Proprietary Limited Group (“Saratoga Software”), Puleng Technologies Proprietary Limited (“Puleng Technologies”) and Kalula Communications Proprietary Limited (“Kalula Communications”). The value of the cash generating unit (“CGU”) to which the goodwill was allocated has been determined based on the value in use calculations using management generated cash flow projections. The carrying value has been calculated to be more than the recoverable amount and therefore no impairment has been recognised. The following significant assumptions were used: Number of years 5 years Terminal growth rate 4 – 6% Beta 0.75 – 1.4 Specific risk premium (in %) 3 – 7%

Goodwill acquired through business combinations has been allocated to individual cash-generating units for impairment as follows: R’000 Health System Technologies 2 157 Saratoga Software Group 3 784 Saratoga subsidiaries 6 730 Puleng Technologies 22 275 Kalula Communications 8 465 Total 43 411

70 4. INTANGIBLE ASSETS 2017 2016 2015 Cost 22 387 11 306 10 815 Billing system 8 819 8 819 8 818 Intangible assets under development 1 149 – – eCCR System 2 543 2 487 1 997 Supplier Distribution agreement 9 876 – – Accumulated amortization (9 881) (9 125) (8 747) Billing system (8 748) (8 748) (8 747) Intangible assets under development – – – eCCR System (1 133) (377) – Supplier Distribution agreement – – – Balance at end of year 12 506 2 181 2 068

Reconciliation of intangible assets – 2017 Additions through Opening business balance Additions combinations Amortisation Total Billing system 71 – – – 71 Intangible assets under development – 1 149 – – 1 149 eCCR System 2 110 56 – (756) 1 410 Supplier Distribution agreement – – 9 876 – 9 876 Total 2 181 1 205 9 876 (756) 12 506

Reconciliation of intangible assets – 2016 Opening Internally balance Additions generated Disposal Amortisation Total Patents and trade marks – 1 354 – (1 354) – – Billing system 71 – – – – 71 eCCR System 1 997 134 357 – (378) 2 110 Total 2 068 1 488 357 (1 354) (378) 2 181

Reconciliation of intangible assets – 2015 Opening Internally balance generated Total Billing system 71 – 71 eCCR System – 1 997 1 997 Total 71 1 997 2 068

Other information The useful life of the intangible assets was assessed by management at year end. Billing System Based on the terms of service contract to which the billing system relates, a notice period of 1 year useful life is required to terminate the contract. As the contract has not been terminated, the billing system is assumed to have a carrying value of at least one more year. eCCR System The eCCR System was internally developed and phase 1 completed in the 2016 financial year. The product went live on 1 March 2016. Phase 2 began in October 2016 which entails further development of the product. Management has assessed that the system has a useful life of 3 years. Intangible assets under development The software is a program for ambulances in order to assess the availability of beds at hospitals. It there are no available beds in the hospital the patient will be taken to a hospital with an available bed. Cost of R1 149 056 were capitalised to software development in relation to the ambulance software. Amortisation of the software will commence once the programme is available for sale. Supplier Distribution agreement The distribution rights arose during the year from the business combination for Kalula Communications Proprietary Limited. The distribution rights was concluded between Computer Aided Telephony Systems Ltd (“CATS”) incorporated in Switzerland and Plantronics B.V. a private limited liability company incorporated in the Netherlands. This distribution rights regulates the purchase of Plantronics products by CATS for resale by the Group.

71 There is no limit on the number of time the above distribution right can be renewed and based on historical information no distribution rights have been revoked. Additionally the cost to renew the distribution rights are insignificant in relation to the economic benefits that are expected to arise from the assets and the distribution rights are expect to be renewed without any cost and therefore have an indefinite useful life. This intangible with an indefinite useful life was allocated to the Unified communications cash generating unit. Management assessed the recoverable amount of the intangible asset at year end. The recoverable amount was more than the carrying value.

5. INVESTMENTS IN SUBSIDIARIES The following table lists the entities which are controlled by the Group either directly or indirectly through subsidiary companies. Group % holding % holding % holding Carrying Carrying Carrying Name of company 2017 2016 2015 amount 2017 amount 2016 amount 2015 Puleng Technologies Proprietary Limited 57% – – 149 245 – – Sekunjalo Medical Services Proprietary Limited 100% 100% 100% 284 137 279 197 59 848 Saratoga Software Proprietary Limited 42.59% 42.59% 42.59% 7 337 22 586 10 240 Wynberg Pharmaceuticals Proprietary Limited – 100% 100% – – 8 855 Kalula Communications Proprietary Limited 51% – – 36 927 – – 477 646 301 783 78 943

Subsidiaries with less than 50% share capital held The Group holds less than 50% of the issued share capital in Saratoga Software (Pty) Ltd. The Group consolidated Saratoga Software (Pty) Ltd as it has additional voting powers granted to the parent company in the shareholders’ agreement. These voting rights together with the other requirements of IFRS 10, gives the group control. Subsidiaries with material non-controlling interests The following information is provided for subsidiaries with non-controlling interests which are material to the reporting company. 2017 2016 2015 Puleng Technologies Proprietary Limited 43% – – Saratoga Software Proprietary Limited 57.41% 57.41% 57.41% Kalula Communications Proprietary Limited 49% – –

6. JOINT ARRANGEMENTS Joint operations The following table lists all of the joint ventures in the group: % Ownership interest Company Held by 2017 2016 2015 Health System Technologies Exaro HST Proprietary Limited Proprietary Limited 50% 50% 50%

Exaro HST is a jointly controlled entity and is incorporated and operates principally in West Africa. The investment is measured using the equity method. Summarised Statement of Comprehensive Income 2017 2016 2015 Depreciation and amortization (17) (63) (63) Other income and expenses (207) (3 410) (922) Profit before tax (224) (3 473) (985) Profit/(loss) from continuing operations (224) (3 473) (985) Total comprehensive loss (224) (3 473) (985)

72 Summarised Statement of Financial Position 2017 2016 2015 Assets Non-current 68 2 288 311 Current Cash and cash equivalents 18 50 33 Total current assets 18 50 33

Liabilities Non-current Non-current financial liabilities 3 123 7 008 – Current – – 924 Total non-current liabilities 3 123 7 008 924

Total net assets (3 037) (4 670) (580)

Reconciliation of net assets to equity accounted investments in joint ventures 2017 2016 2015 Interest in joint venture at percentage ownership 33 33 33 Carrying value of investment in joint venture 33 33 33

Restrictions relating to joint ventures There are currently no restrictions relating to the joint venture. Unrecognised losses The company has not recognised its share of the losses of Exaro HST Limited as the company has no obligation for any losses of the joint venture as the Group does not fund nor have any funding commitments for Exaro HST Limited. The total unrecognised losses for the current year amount to R233,698 (2016: R4,472,535). The accumulated unrecognised losses for the current period amount to R3,037,133 (2016: R4,670,169.)

7. INVESTMENTS IN ASSOCIATES The following table lists all the associates in the group: % holding % holding % holding Carrying Carrying Carrying Name of company 2017 2016 2015 amount 2017 amount 2016 amount 2015 Emergent Energy Proprietary Limited 33% 33% 33% – 319 9

Summarised Statement of Comprehensive Income 2017 2016 2015 Revenue – 25 011 18 960 Other income and expenses – (24 070) (17 788) Profit/(loss) from continuing operations – 941 1 172 Total comprehensive loss – 941 1 172

Summarised Statement of Financial Position 2017 2016 2015 Assets Non-current – 257 1 329 Current – 8 128 10 560 Total assets – 8 385 11 889

Liabilities Non-Current – – 971 Current – 6 096 9 569 Total liabilities – 6 096 10 540

Total net assets – 2 289 1 349

Emergent Energy Proprietary Limited is a company incorporated in South Africa. The investment in associate is measured using the equity method. The summarised information presented above reflects the financial statements of the associate. During the year, management committed to a plan to sell the Group’s investment in Emergent Energy. Accordingly, the investment is presented as an asset held for sale in note 15.

73 8. LOANS TO (FROM) GROUP COMPANIES Joint Ventures 2017 2016 2015 Digital Health Africa Proprietary Limited 168 8 –

The loan is interest free and unsecured and has no fixed terms of repayment. Holding company African Equity Empowerment Investments Limited – loan 1 (80 596) (67 610) (76 961)

Interest is charged at the prime bank overdraft rate plus 3%. The loan is unsecured and has fixed terms of repayment.

African Equity Empowerment Investments Limited – loan 2 4 383 2 085 3 665

Interest is charged at the prime bank overdraft rate. The loan is unsecured and has no fixed terms of repayment.

(76 045) (65 517) (73 296)

The above loans payable have been subordinated in favour of other creditors, until the assets of the company and group, fairly valued, exceeds the liabilities. The company has been granted an unconditional right to defer payment of the outstanding amount for at least 12 months.

Fellow subsidiaries 2017 2016 2015 Sekpharma Proprietary Limited The loan is unsecured and has no fixed terms of repayment. Interest is charged at the prime bank overdraft rate plus 3%. – (118) 15 111

Saratoga Private Equity Proprietary Limited The loan is unsecured and bears no interest. The loan is repayable on demand. (1) (1) –

Sekunjalo Health & Commodities Proprietary Limited The loan is unsecured and has no fixed terms of repayment. The loan bears no interest. 1 – – – (119) 15 111 Impairment of loans (15 111) – (119) – Non-current assets 4 552 2 093 3 766 Non-current liabilities (80 597) (67 729) (77 055) Net loans (76 045) (65 636) (73 289)

Credit quality of loans to group companies The loans are advanced to group companies for capital investment or working capital needs. The risk of default is based on the success of the group company’s trading. The risk of default on the loans is considered minimal and credit quality is considered high. No loans are past due and none are impaired. For additional disclosure refer the Risk management note.

74 9. OTHER FINANCIAL ASSETS 2017 2016 2015 At fair value through profit or loss – designated Cadiz Life Investment Enterprise Development Fund The fund is an innovative new investment whereby corporate clients can now earn the required Enterprise Development points in terms of the DTI scorecard, and at the same time earn real returns from a once-off investment. 747 1 129 985 747 1 129 985

At fair value through profit or loss held for trading Forward exchange contract – 29 – A forward exchange contract was entered into which expires on 17 February 2017 to purchase $75 324.83 at an exchange rate of 14.0825

Loans and receivables SA Components Close Corporation The receivable is for plant and equipment sold and is repayable in January 2018. 3 023 2 758 2 499

Staff loans The above loan is unsecured and bears no interest. 484 – 36

Alacrity Technologies Proprietary Limited The above loan is for the sale of the going concern of Saratoga Software Proprietary Limited. The loan is unsecured, bears no interest and is repayable on demand. 15 729 – –

Afrozaar Limited (UK) The above loan is unsecured, bears no interest and has no fixed terms of repayment. – 30 –

Ragna CC The above loan is unsecured, bears no interest and has no fixed terms of repayment. 30 761 –

SABEX Proprietary Limited The above loan is unsecured, bears no interest and has no fixed terms of repayment. – – 2 19 266 3 578 2 537 Total other financial assets 20 013 4 707 3 522

Non-current assets At fair value through profit or loss – designated 747 1 129 985 Loans and receivables – – 2 535 747 1 129 3 520

Current assets Loans and receivables 19 266 3 578 2 Net loans 20 013 4 707 3 522

The fair values of the financial assets were determined as follows: • The fair values of listed or quoted investments are based on quoted market prices. • The fair values of investments not listed or quoted are estimated using the discounted cash flow analysis. Fair values are determined annually at balance sheet date. For debt securities classified as at fair value through profit or loss, the maximum exposure to credit risk at the reporting date is the carrying amount. The group has not reclassified any financial assets from cost or amortised cost to fair value, or vice versa, during the current or prior years. There were no gains or losses realised on the disposal of held to maturity financial assets in 2015, 2016 and 2017, as all financial assets were disposed of at their redemption date.

75 10. DEFERRED TAX 2017 2016 2015 Deferred tax asset/(liability) Provision for doubtful debts 1 248 1 122 578 Provisions 3 037 2 287 2 296 Tax losses available for set off against future taxable income 9 238 8 110 – Property, plant and equipment 18 (2) – Intangibles (3 102) (72) 81 Prepaid expenses (732) (589) (834) Income received in advance 327 211 1 583 Total deferred tax asset/(liability) 10 034 11 067 3 704

Deferred tax liability (3 834) (663) (834) Deferred tax asset 13 868 11 730 4 538 Total net deferred tax asset/(liability) 10 034 11 067 3 704

Reconciliation of deferred tax asset/(liability) Balance at beginning of the year 11 067 3 704 4 379 Increase due to change in capital gains tax rate Accelerated capital allowances on property, plant and equipment 20 – – Tax loss available for set off against future taxable income 1 128 8 111 (17) Intangible assets (2 497) (154) (559) Provision for bad debt 126 544 578 Income received in advance 117 (1 372) (404) Provisions 216 (10) (383) Prepaid expenses (143) 244 110 Balance at the end of the year 10 034 11 067 3 704

11. INVENTORIES Finished goods 9 702 – 3 085

No inventory was written down to net realisable value in the current and prior year.

12. TRADE AND OTHER RECEIVABLES Trade receivables 98 057 24 421 52 268 Prepayments 2 616 2 105 3 895 Deposits 1 627 725 505 Value added taxation 496 – 7 Sundry customers 6 307 5 068 – Other receivables 1 325 93 2 323 Total 110 428 32 412 58 998

Sundry customers This relates to maintenance jobs done at year end but not yet invoiced. These were subsequently invoiced after year end and recognised as trade receivables. Credit quality of Trade and other receivables Of the trade receivables at the end of the year R47 916 768 (2016: R12,740,540) is due from three of the group’s largest customers in the Information Technology sector The credit quality of trade and other receivables that are neither past nor due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates. The average credit period on sales of merchandise goods and services rendered is 30 days from the anniversary date and statement date. No interest has been charged on trade receivables for amounts outstanding longer than the credit period. Sixty nine percent of the Group’s trade receivables stem from the Group’s Security segment. The credit risk for this segment has been assessed as low by the divisional management based on the ageing of the receivables (majority of the receivables are classified as current) and the recent payment history. Twelve percent of the Group’s trade receivables stem from sales within the Unified Communications segment. The credit risk for this segment has been assessed as low by the divisional management as the majority of the receivables are less than 60 days overdue and the segment currently has insurance on receivables. The trade receivables of Kalula Communications are currently insured for R4,378,278. Eight percent of the Group’s trade receivables stem from sales within the Healthcare and Support segment. These sales are predominantly to state institutions, recoverability of these customers are extremely good. The credit risk has been assessed as low by the divisional management at year-end based on recent payment history. Credit concentration is high as sales are to few customers however these are blue chip customers and there have been low defaults in the past. Six percent of the Group’s trade receivables stem from sales within the Software and Consulting segment. The credit risk for this segment has been assessed as low by the divisional management based on the recent payment history of the debtors.

76 Trade and other receivables past due but not impaired Trade and other receivables which are less than 3 months past due are not considered to be impaired. At 31 August 2017, R14 327 109 (2016: R7 350 015, 2015: R19 782 055) were past due but not impaired. The group has not provided for these debtors as there has not been significant change in credit quality and the amounts are still considered recoverable. The group does not hold any collateral over these balances. The receivables past due is considered more than 60 days.

The ageing of amounts past due but not impaired is as follows: 2017 2016 2015 1 month past due 2 723 5 083 9 908 2 months past due 8 798 1 854 7 973 3 months past due 2 806 413 1 901 14 327 7 350 19 782

Fair value of trade and other receivables The fair value of trade and other receivables approximates its carrying value due to the short-term nature and the fact that no interest is being charged. Trade receivables impaired As of 31 August 2017, trade and other receivables of R5 673,669 (2016: 5 071 448) were impaired and provided for. In determining the recoverability of a trade receivable, the group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The debtors of Kalula Communications Proprietary Limited are currently insured for R4 378 278.

Reconciliation of provision for impairment of trade and other receivables 2017 2016 2015 Opening balance 5 071 3 689 1 295 Provision for impairment 5 709 5 071 2 394 Unused amounts reversed (5 106) (3 689) Total 5 674 5 071 3 689

13. CASH AND CASH EQUIVALENTS Cash and cash equivalents consists of:

Cash on hand 28 64 629 Bank balances 74 202 33 498 21 556 Bank overdraft (3 110) – – Total 71 120 33 562 22 185

Current assets 74 230 33 562 22 185 Current liabilities (3 110) – – Net amount 71 120 33 562 22 185

Facilities held with ABSA Bank Limited: Primary Lending R5 000 000 Term Loan R5 800 000 Credit Card R202 000 Forward Exchange Contract (Nominal Value) R10 000 000 Foreign Exchange Settlement R5 000 000 Facilities held with FirstRand Bank Limited: Working Capital R2 500 000 Forward Exchange Contracts R5 000 000 Facilities held with Nedbank Limited: General Banking Facility R7 000 000 Medium Term Loan R907 944 Vehicle and Asset Finance Facility R2 448 877

The bank overdrafts in the group are secured by: • Unlimited cross suretyship between African Equity Empowerment Investments Limited, Health System Technologies Proprietary Limited and Premier Fishing SA Proprietary Limited; • Cession of debtors by Puleng Technologies Proprietary Limited to FirstRand Bank Limited; • Unlimited suretyship by the non-controlling shareholders of Puleng Technologies Proprietary Limited; • Suretyship by African Equity Empowerment Investments Limited up to R5 100 000 to Nedbank Limited Credit quality of cash at bank and short-term deposits, excluding cash on hand Cash and cash equivalents are held with ABSA, FirstRand Bank and Nedbank. These are all reputable banking institutions and their credit quality is considered to be high.

77 14. DISCONTINUED OPERATIONS OR NON-CURRENT ASSETS HELD FOR SALE During the year management committed to a plan to sell the Group’s investment in Emergent Energy Proprietary Limited. Accordingly the investment is presented as an Asset Held for sale. The effective date of sale is 1 September 2017.

2017 2016 2015 Profit and loss Revenue 44 215 50 616 – Expenses (40 312) (47 696) – Net profit before tax 3 903 2 920 – Tax (1 093) (1 253) – 2 810 1 667 –

Assets and liabilities Liabilities of disposal group Other liabilities (360) – –

Saratoga Software Proprietary Limited During the current year, the Group disposed the going concern in Saratoga Software Proprietary Limited.

15. SHARE CAPITAL Authorised 2 000 000 000 Ordinary Shares of no par value

Issued 212 382 539 (2016: 202 151 960) Ordinary Shares of R0.004 850 809 809 Share premium 183 279 168 019 168 019 184 129 168 828 168 828

16. OTHER FINANCIAL LIABILITIES Held for trading Foreign exchange contract Two six month forward exchange contracts were entered into which expire on 05 December 2017 and 31 January to purchase $ 98,641.35 and $ 442,397.31 at exchange rate of R13.2769 and R13.6350 respectively. 265

Held at amortised cost Shareholder loan For the acquisition of Kalula Communications Proprietary Limited. This loan was incurred at acquisition of Kalula Communications and is payable to the previous owners. The loan is unsecured, interest-free and payable on demand. 4 724 – –

Kimco Trust This relates to a loan granted to Kalula Communications. This loan is interest free and has no fixed repayment terms. 700 – –

Amrichprop 27 Properties Proprietary Limited. This loan was granted to World Wide Creative Proprietary Limited on 1 March 2015 by their landlord of R108 000 in order to effect improvements to the leased premises. The repayment terms are R2 000 per month for 54 months. 50 72 96

SAEBEX Proprietary Limited The above loan is unsecured, bears no interest and has no fixed repayment terms. 2 (1)

Loans from directors of subsidiary The loan is unsecured, interest free and repayable on demand. – 205 186 Total 5 741 276 282

Non-current liabilities At amortised cost 50 72 282

Current liabilities At amortised cost 5 426 204 – Fair value through profit (Loss) 265 – – Total 5 741 276 282

78 17. FINANCE LEASE LIABILITIES 2017 2016 2015 Minimum lease payments due – within one year 425 – in second to fifth year inclusive 2 714 3 139 less: future finance charges (331) Present value of minimum lease payments 2 808

Present value of minimum lease payments due – within one year 259 – in second to fifth year inclusive 2 549 2 808

Non-current liabilities 2 549 Current liabilities 259 2 808

18. TRADE AND OTHER PAYABLES Trade payables 88 013 4 455 17 242 Amounts received in advance 1 382 1 076 380 Value added taxation 5 717 1 699 3 191 Payroll accruals 1 046 1 929 2 134 Accrued expenses 8 644 3 089 10 336 Operating lease liabilities – 8 – Deposits received – 22 – Other payables 3 702 498 188 Total 108 504 12 776 33 471

Trade and other payables are interest free and have payment terms of between 30 to 45 days. The carrying value of trade and other payables approximates fair value due to their short term nature.

19. DEFERRED INCOME The deferred income relates to licence and maintenance contracts billed to customers which will only be delivered after financial year-end. 2017 2016 2015 Current liabilities 2 980 1 186 10 474 2 980 1 186 10 474

20. PROVISIONS Reconciliation of provisions – 2017 Additions Utilised Reversed through Opening during during business balance Additions the year the year combinations Total Commission provision – 298 – – – 298 Other provision – 139 (272) – 580 447 Leave pay provision 3 635 1 819 (2 664) (92) – 2 698 Bonus provision 3 209 3 977 (3 107) – – 4 079 Warranty provision 424 4 924 – (397) – 4 951 Total 7 268 11 157 (6 043) (489) 580 12 473

79 Reconciliation of provisions – 2016 Utilised Change in Opening during Disposal discount balance Additions the year of subsidiary factor Total Leave pay provision 3 188 2 158 (1 578) (133) – 3 635 Provision for debtor claims 16 – (16) – – – Bonus provision 2 905 3 375 (2 856) – (215) 3 209 Warranty provision 3 322 – (782) – (2 116) 424 Total 9 431 5 533 (5 232) (133) (2 331) 7 268

Reconciliation of provisions – 2015 Utilised Opening during balance Additions the year Total Leave pay provision 3 287 3 188 (3 287) 3 188 Provision for debtors claims – 16 – 16 Bonus provision 4 847 2 905 (4 847) 2 905 Warranty provision 4 857 – (1 535) 3 322 Total 12 991 6 109 (9 669) 9 431

Employee benefits in the form of annual leave entitlements are provided for when they accrue to employees with reference to services rendered up to the statement of financial position date. The above provision represents management’s best estimate of the group’s liability based on prior experience. The provision for bonuses is provided for when they accrue to employees with reference to services rendered up to the statement of financial position date. The above provision represents management’s best estimate of the group’s best estimate based on prior experience. The provision for warranty payments relates to the acquisition of World Wide Creative Proprietary Limited and Afrozaar Proprietary Limited during the prior years. The provisions were estimated based on the agreements entered into. In the current year, the provision was recognised for the acquisition of Puleng Technologies and relates to a warranty provision to the previous owners of Puleng Technologies. The commission provision relates to commission expenses payable to sales agents and is estimated based on turnover. The provision for commission is recognised for sales commission recognised in Kalula Communications and is estimated based on monthly turnover. The other provision relate to provision for incentive recognised for Kalula Communication’s partner reward programme and is based on revenue, provision for audit fees and provision for marketing.

21. REVENUE 2017 2016 2015 Sale of goods 81 164 20 871 45 484 Rendering of services 397 499 147 814 177 136 Interest from loans – 532 – Total 478 663 169 217 222 620

22. OTHER OPERATING INCOME Fees earned 738 – – Bad debts recovered – 26 628 Other income 4 760 1 391 1 755 Loss/ (profit on sale of assets) (4) 3 551 Fair value adjustment – 1 116 (118)

Gains (losses) on disposals, scrapping and settlements Profit on sale of business 6 019 11 169 –

Foreign exchange gains (losses) Net foreign exchange gains 1 748 74 10

Financial instruments at fair value through profit or loss: Designated as such at initial recognition 13 15 – Total other operating gains (losses) 13 274 13 794 2 826

80 23. OPERATING PROFIT Operating profit (loss) for the year is stated after accounting for the following: 2017 2016 2015 Operating lease charges Premises 7 215 4 709 4 117 Equipment (2) 2 – 7 213 4 711 4 117

Expenses by nature The total cost of sales, selling and distribution expenses, marketing expenses, general and administrative expenses, research and development expenses, maintenance expenses and other operating expenses are analysed by nature as follows:

Employee costs 70 994 99 448 74 756 Amortisation of intangible assets 7 214 4 296 – Depreciation and impairment of property, plant and equipment 3 997 1 956 1 216 Profit on sale of discontinued operation (6 019) (11 169) Impairment of group loans – 86 33 Impairments – – 436 Loss/(Profit) on sale of assets 40 (14) 551 Loss on exchange difference 767 1 007 1 943 76 993 95 610 78 935

24. INVESTMENT REVENUE 2017 2016 2015 Interest income From investments in financial assets: Bank and other cash 258 181 654 Other financial assets 1 843 2 183 595 From loans to group and other related parties: Other 299 294 563 Total 2 400 2 658 1 812

25. FINANCE COSTS Ultimate shareholder 8 106 8 246 7 627 Bank 665 128 406 SARS interest 33 – – Total 8 804 8 374 8 033

26. TAXATION Major components of the tax expense Current South African normal taxation 12 686 5 043 5 354 Local income tax – recognised in current tax for prior periods 655 632 540 Foreign income tax or withholding tax – current period 114 – – Total current tax expense 13 455 5 675 5 894

Deferred Originating and reversing temporary differences (633) (7 717) 774 Total deferred tax expense (633) (7 717) 774

Total tax expense 12 822 (2 042) 6 668

81 Reconciliation of the tax expense Reconciliation between accounting profit and tax expense: 2017 2016 2015 Accounting profit 39 670 29 608 18 624 Tax at the applicable tax rate of 28% (2016: 28%) 11 107 8 290 5 215

Tax effect of adjustments on taxable income Donations 26 302 – Legal fees 245 – – Fines and penalties 162 – – Loss from associate 244 – – Tax on discontinued operations 1 093 – – Tax losses utilised 4 (10 484) – Prior period tax recognised in current year 164 (150) – Foreign income or withholdings tax 114 – – CGT rate change (337) – – Non-deductible Expenditure – – 1 453 12 822 (2 042) 6 668

Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax asset has been recognised.

27. CASH GENERATED FROM OPERATIONS

2017 2016 2015 Profit before tax 39 670 29 608 18 624 Adjustments for: Depreciation 3 293 1 582 1 216 Amortisation 755 378 – Profit on sale of non-current assets – – (550) Profit on discontinued operation (6 019) (11 168) Losses on foreign exchange 767 – (9) Income from equity accounted investments 679 (310) (9) Interest received (2 579) 3 541 (1 811) Finance costs 8 804 2 852 8 033 Fair value gains (13) (14) (28) Losses on foreign exchange (59) – – Impairment losses and reversals – 85 470 Movements in operating lease liability (519) 9 513 Movements in provisions 2 788 (2 013) (3 559) Depreciation included in cost of sales 123 114 – Income from discontinued operations 3 903 5 852 – Changes in working capital: Inventories (5 244) 968 (731) Trade and other receivables (18 878) 15 013 (5 605) Trade and other payables 25 680 (15 204) 3 520 Deferred income 20 (8 603) (6 042) Total 53 170 22 690 14 030

82 28. TAX PAID 2017 2016 2015 Tax payable balance at the beginning of the year 699 (705) (1 511) Current tax for the year recognised in profit or loss (14 548) (5 676) (5 894) Disposal of subsidiaries (1 093) 420 – Current tax on discontinued operations – (852) – Tax payable balance at the end of the year 7 987 (699) 705 Tax paid (6 955) (7 512) (6 700)

29. BUSINESS COMBINATIONS Kalula Puleng Communications Technologies Proprietary Proprietary 2017 Limited Limited Total Property, plant and equipment 3 905 1 155 5 060 Cash and cash equivalents (1 035) 14 001 12 966 Loans (999) 1 153 154 Trade and other receivables 13 104 49 652 62 756 Trade and other payables (9 241) (56 528) (65 769) Tax payable (981) (111) (1 092) Provisions (1 495) – (1 495) Inventory 4 458 – 4 458 Other financial liabilities (2 798) – (2 798) Intangible asset 9 876 – 9 876 Deferred tax (2 765) – (2 765) Total identifiable net assets 12 029 9 322 21 351 Non-controlling interest (5 894) (4 008) (9 902) Goodwill 8 465 22 274 30 739 14 600 27 588 42 188

Net cash outflow on acquisition Net consideration paid – (14 525) (14 525) Cash acquired – 14 001 14 001 Overdraft acquired (1 035) – (1 035) (1 035) (524) (1 559)

Purchase Consideration Cash – 14 525 14 525 Loan 4 724 – 4 724 Ordinary Shares issued 9 876 5 425 15 301 Contingent consideration – 7 637 7 637 14 600 27 587 42 187

Puleng Technologies Proprietary Limited On 1 October 2016, the Group acquired 57% equity in Puleng Technologies Proprietary Limited. As a result, the Group obtained control over the company. Puleng is involved with data and user security which complements the Group’s existing business. Kalula Communications Proprietary Limited On 1 September 2016, the Group acquired 51% equity in Kalula Communications Proprietary Limited. As a result, the Group obtained control over the company. The Company is involved in unified communications and technology devices which enhances the Group’s strategy to diversify. Goodwill of R30,739,565 arising from the two acquisitions consists largely of the synergies and economies of scale expected from combining the operations of the entities, as well as from intangible assets which did not qualify for separate recognition. Goodwill is not deductible for income tax purposes. Equity issued as part of consideration paid Acquisition of Kalula Communications Proprietary Limited The fair value of 5 267 200 ordinary shares issued as part of the consideration for the business combination was determined based on the free cash flow of the Company, less the statement of balance values (at the acquisition date) of debt and other financing, plus cash on hand (per statement of financial position) which is in excess of normal working capital requirements

83 Contingent consideration arrangements Acquisition of Puleng Technologies Proprietary Limited The Group is required to pay the previous owners of Puleng Technologies Proprietary Limited a cash amount ranging from R3,160,000 to R4,460,000 for each year the target is met for 3 years subject to a profit warranty adjustments. The target is based on net profit after tax meeting certain thresholds. The payments are discounted at a rate of 13.48%. The fair value of the contingent consideration arrangement was determined at acquisition date and included in the consideration.

30. SALE OF BUSINESS During the current year, the Group disposed of the going concern of Saratoga Software Proprietary Limited. Wynberg Pharmaceuticals Proprietary Limited and Sekunjalo Health and Medical Commodities Proprietary Limited were sold during the 2016 year. Wynberg Pharmaceuticals Proprietary Limited 2017 2016 2015 Property, plant and equipment – 38 – Intangible assets – 1 354 – Other non-current assets – 1 – Inventories – 2 117 – Trade and other receivables – 2 915 – Trade and other payables – (1 830) – Tax assets/liabilities – (420) – Borrowings – (6 554) – Cash – 207 – Provisions – (133) – Total net assets sold – (2 305) – Consideration received – (8 853) – Profit/(loss( on sale of subsidiaries – (11 158) –

Sekunjalo Health and Medical Commodities Proprietary Limited Trade and other receivables – 1 – Cash – 1 – Trade and other payables – (10) – Total net assets sold – (8) – Consideration received – (3) – Profit on sale of subsidiary – (11) –

Saratoga Software Proprietary Limited sale of going concern Property, plant and equipment 342 – – Other financial assets 475 – – Goodwill 4 631 – – Trade and other receivables 8 466 – – Trade and other payables (218) – – Provisions (2 641) – – Operating lease liability (8) – – Cash and cash equivalents 2 300 – – Total net assets sold 13 347 – – Consideration received (19 440) – – (Profit)/loss on sale of subsidiaries (6 093) – –

Consideration received Cash (2 300) – – Loan (17 140) – – (19 440)

84 31. RELATED PARTIES Ultimate holding company Africa Equity Empowerment Investments Limited Subsidiaries Saratoga Software Proprietary Limited Sekunjalo Medical Services Proprietary Limited Health System Technologies Proprietary Limited Digital Matter Proprietary Limited World Wide Creative Proprietary Limited Afrozaar Proprietary Limited Puleng Technologies Proprietary Limited Kalula Communications Proprietary Limited Acacia Cloud Solutions Proprietary Limited Afrozaar Limited UK Joint ventures Exaro HST Limited Fellow subsidiary companies Digital Health Africa Proprietary Limited Premier Fishing and Brands Limited espAfrika Proprietary Limited Health Systems Technologies Proprietary Limited Magic 828 Proprietary Limited Wynberg Pharmaceuticals Proprietary Limited Sekunjalo Medical Services Proprietary Limited Sekpharma Proprietary Limited Sekunjalo Technologies Solutions Group Proprietary Limited Wynberg Pharmaceutical Proprietary Limited Tripos Tourism Investments Proprietary Limited Associate Emergent Energy Proprietary Limited Commonly controlled entities African News Agency Proprietary Limited African Technology and Media Holdings Proprietary Limited

Related party balances 2017 2016 2015 Loans receivable from/(payable to) related parties African Equity Empowerment Investments Limited (76 213) (67 793) (76 961) Sekpharma Proprietary Limited – (119) 15 017 Saratoga Private Equity Proprietary Limited – (1) (1) Digital Health Africa Proprietary Limited 168 8 – Sekunjalo Health and Medical Commodities Proprietary Limited (1) (1) – KimCo Trust – common key management (700)

Amounts included in Trade receivables/(Trade payables) from related parties African Equity Empowerment Investments Limited 1 – – Sekpharma Proprietary Limited 228 57 30 Exaro HST Limited 5 354 4 703 3 477 Premier Fishing SA Proprietary Limited (8) – (730) African Technology and Media Holdings 1 411 – –

Related party transactions Interest paid to/(received from) related parties African Equity Empowerment Investments Limited 8 089 – 1 929 African Equity Empowerment Investments Limited (306) (295) –

Management fees paid to related parties African Equity Empowerment Investments Limited 2 969 – (621) African Equity Empowerment Investments Limited – (632) –

Commission paid to/(received from) related parties African Equity Empowerment Investments Limited – 5 615 4 722

Sales to related parties African Equity Empowerment Investments Limited (2 436) – – Sekpharma Proprietary Limited (284) (161) – Exaro HST Limited (651) (1 256) – Premier Fishing SA Proprietary Limited (49) (41) (56)

85 2017 2016 2015 Purchases from related parties Premier Fishing SA Proprietary Limited 211 28 764 10 067 African Equity Empowerment Investments Limited 516 3 861 71 Tripos Tourism Investments Proprietary Limited 134 – –

Sundry income paid to/(received from) related parties African Equity Empowerment Investments Limited (283) – – Premier Fishing SA Proprietary Limited (238) – – Wynberg Pharmaceuticals Proprietary Limited (3 374) – –

Advertising paid to related parties African Equity Empowerments Investments Limited 20 – –

Conferences, Meetings & Seminars paid to related parties African Equity Empowerments Investments Limited 21 – –

Consulting fees paid to related parties African Equity Empowerments Investments Limited 111 – – Sekunjalo Capital 50 – – Saratoga Private Equity Proprietary Limited 60 – – Thunder Capital 52 – –

Legal fees paid to related parties African Equity Empowerments Investments Limited 714 – –

Professional service fees paid to related parties Premier Fishing SA Proprietary Limited 27 – –

Travel and accommodation paid to related parties African Equity Empowerments Investments Limited 9 – –

Accounting fees received from related parties Emergent Energy Proprietary Limited (192) – – Compensation to directors and other key management Short-term employee benefits 34 321 23 889 –

32. RISK MANAGEMENT Financial risk management The group is exposed to a number of financial instrument related risks. The group has trade receivables, cash and cash equivalents and loans receivable which give rise to credit risk and interest rate risk. The group has trade payables, loans payable and other financial liabilities which give rise to liquidity risk and interest rate risk. Liquidity risk Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial instruments. The group manages liquidity risk by effectively managing its cash flows and working capital. The group meets its financing requirements through the use of cash generated from operations as well as short term and long term borrowings. The group has sufficient undrawn borrowing facilities which could be utilised to settle obligations. MATURITY PROFILES The table below analyses the Group’s 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.

86 At 31 August 2017 Up to Between 1 1 year and 2 years Other financial liabilities 5 691 50 Trade and other payables 108 460 – Loans to group companies 80 597 – Finance lease liabilities 259 2 549 Operating lease liabilities 305 –

At 31 August 2016 Up to Between Between 1 year 1 and 2 years 2 and 5 years Other financial liabilities 204 72 – Trade and other payables 12 779 – – Loans to group companies 13 545 13 545 40 638 Operating lease liability 528 – –

At 31 August 2015 Up to Between Between Over 1 year 1 and 2 years 2 and 5 years 5 years Other financial liabilities 282 – – – Trade payables 33 471 – – – Loans to group companies 9 326 13 545 13 545 40 638 Operating lease liability – 520 – –

The group has no significant concentration of liquidity risk. Interest rate risk At August 31, 2017, if interest rates on Rand-denominated borrowings had been 1% higher/lower with all other variables held constant, post-tax profit for the year would have been R64,038 (2016: R57,171) lower/higher, mainly as a result of higher/lower interest expense on floating rate borrowings. Interest rate risk is the risk that the value of future cash flows of a financial instrument will fluctuate because of changes in market rates. Floating rate instruments expose the Group to cash flow interest rate risk, whereas fixed interest rate instruments expose the Group to fair value interest risk. Credit risk Credit risk is the risk that a counter-party to a financial instrument will fail to discharge an obligation, and cause the company to incur a financial loss. Credit risk consists mainly of cash deposits, cash equivalents, derivative financial instruments and trade debtors. The group only deposits cash with major banks with high quality credit standing and limits exposure to any one counter-party. The group utilises the services of ABSA Bank Limited, First National Bank and Standard Bank, of which the credit ratings are as follows: Moody’s Rating Fitch Ratings ABSA Group ABSA Group ABSA Group Long-term Baa3 BB+ BB+ Outlook Negative Negative Stable Standard Bank Standard Bank Standard Bank Long-term Baa3 BB+ BB+ Outlook Negative Negative Stable First National Bank First National Bank First Rand Limited Long-term Baa3 BB+ BB+ Outlook Negative BB+ Negative

Management evaluated credit risk relating to customers on an ongoing basis. If customers are independently rated, these ratings are used. Otherwise if there is no independent rating, risk control assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. On a continuous basis, management monitors the performance of each customer against their credit limit to ensure that no credit limits are exceeded. No credit limits were exceeded during the reporting period, and management does not expect any losses from non-performance by these counterparties. The group is potentially subject to concentrations of credit risk in the accounts receivable. Credit risk with respect to receivables is limited due to the number of debtors comprising the Group’s customer base. Although the Group is directly affected by the financial condition of its customers, management does not believe significant credit risk exist at 31 August 2107. Generally, the group does not require collateral or other securities to support its accounts receivable.

87 Loans and other receivables are comprised of advances to group companies. The group assesses the trading performance of other group companies before making advances. Advances are made on the strength of the counter party’s trading performance and forecast cash flows. Loans and other receivables are carefully monitored for impairment. Financial assets exposed to credit risk at period end were as follows: 2017 2016 2015 Loans to group companies 4 553 2 093 3 766 Other financial assets 20 013 4 707 3 522 Trade and other receivables 110 428 32 412 58 998 Cash and cash equivalents 74 230 33 562 22 185

Foreign exchange risk Management has set up a policy to require group companies to manage their foreign exchange risk against their functional currency. The group companies are required to hedge their entire foreign exchange risk exposure with group treasury. To manage their foreign exchange risk arising from future commercial transactions and recognised assets and liabilities, entities in the Group use forward contracts. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency. The Group was exposed to both US Dollar and British Pound exposure during the year. At year-end only a US Dollar balance existed and was restated. Foreign currency exposure at statement of financial position date 2017 2016 2015 Current assets Trade debtors – USD 207 329 (2016: nil, 2015: nil) 2 692 – –

Current liabilities Current payables – USD 629 524 (2016: USD 100 024, 2015: USD 786 644) 8 175 1 449 10 308

Exchange rates used for conversation of foreign items were: USD 12.9854 14.4880 13.1048

At 31 August 2017, if the currency had been 10% higher or lower against the US Dollar with all other variables held constant, the post-tax profit for the year would have been R246 326 higher or lower (2016: R100 660). The group reviews its foreign currency exposure, including commitments on an ongoing basis. The company expects its foreign exchange contracts to hedge foreign exchange exposure. Price risk Price risk is the risk that the fair value of future cash flows or financial instruments will fluctuate because of changes in market prices (other than those arising from interest rate or currency risk), whether the changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting similar financial instrument traded in the market. No significant exposure to price risk.

33. FAIR VALUE INFORMATION Fair value hierarchy Financial assets, financial liabilities and non-financial assets measured at fair value in the statement of financial position are grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement as follows: Level 1: Quoted unadjusted prices in active markets for identical assets or liabilities that the group can access at measurement date. Level 2: Inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. The following table shows the carrying amounts and fair values of financial assets and non-financial assets measured at fair value, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. Levels of fair value measurements Level 3 – Recurring fair value measurements 2017 2016 2015 Financial assets designated at fair value through profit/(loss) Cadiz Life Investment Enterprise Development Fund 747 1 129 985

There were no transfers of assets and liabilities between Levels 1, 2 or 3 of the fair value hierarchy.

88 Reconciliation of assets and liabilities measured at level 3 Opening Closing Group 2017 Balance Purchases Settlements balance Assets Financial assets designated at fair value through profit (loss) Cadiz Enterprise Development Investments 1 129 – (381) 747 Total 1 129 – (381) 747

Opening Closing Group 2016 Balance Purchases Settlements balance Assets Financial assets designated at fair value through profit (loss) Cadiz Enterprise Development Investments 985 144 – 1 129 Total 985 144 – 1 129

Opening Closing Group 2015 Balance Purchases Settlements balance Assets Financial assets designated at fair value through profit (loss) Cadiz Enterprise Development Investments – 985 – 985 Total – 985 – 985

Gains and losses recognised in profit or loss are included in fair value adjustments on the Statement of Comprehensive Income. Financial instruments measured at cost for which a fair value is disclosed Financial assets that are not measured at fair value, namely trade and other receivables, cash and cash equivalents, loans receivables and other financial assets are categorised as loans and receivables. It has been concluded that the carrying amount of these assets approximate their fair value. Financial liabilities that are not measured at fair value, namely loans, trade and other payables and other financial liabilities are categorised as other financial liabilities. It has been concluded that the carrying amount of these liabilities approximate fair value.

36. FINANCIAL ASSETS BY CATEGORY Fair value through Non – Loans and profit or loss – financial Categories of financial instruments – 2017 receivables designated assets Total Assets Loans to group companies 4 552 – – 4 552 Trade and other receivables 98 057 – 12 370 110 427 Cash and cash equivalents 74 229 – 74 229 Other financial assets 19 265 747 – 20 012

Fair value through Non – Loans and profit or loss – financial Categories of financial instruments – 2016 receivables designated assets Total Assets Loans to group companies 2 093 – – 2 093 Trade and other receivables 24 421 – 7 991 32 412 Cash and cash equivalents 33 561 – – 33 561 Other financial assets 3 578 1 129 – 4 707

Fair value through Loans and profit or loss – Categories of financial instruments – 2015 receivables designated Total Assets Loans to group companies 3 765 – 3 765 Loans to shareholders 36 – 36 Other financial assets – 3 522 3 522 Trade and other receivables 54 915 – 54 915 Cash and cash equivalents 22 185 – 22 185

89 37. FINANCIAL LIABILITY BY CATEGORY Financial liabilities at Non Financial Categories of financial instruments – 2017 amortised cost Liability Total Liabilities Loans from group companies 80 597 – 80 597 Other financial liability 5 741 – 5 741 Finance lease liability 2 808 – 2 808 Loans from shareholders 69 – 69 Trade and other payables 88 013 20 447 108 460 Operating lease liability 305 – 305 Deferred income – 2 980 2 980

Financial liabilities at Non Financial Categories of financial instruments – 2016 amortised cost Liability Total Liabilities Loans from group companies 67 729 – 67 729 Other financial liability 276 – 276 Trade and other payables 4 455 8 324 12 779 Deferred income – 1 186 1 186

Financial liabilities at Non Financial Categories of financial instruments – 2015 amortised cost Liability Total Loans from group companies 77 055 – 77 055 Other financial liabilities 281 – 281 Trade and other payables 27 766 – 27 766 Deferred income – 10 474 10 474

38. EARNINGS PER SHARE Earnings per share (“EPS”) are derived by dividing the earnings attributable to equity holders of the parent by the weighted average number of ordinary shares. 2017 2016 2015 Gross Nett Gross Nett Gross Nett Earnings attributable to ordinary equity holders from continuing operations – 13 861 29 310 – 7 539 Discontinued operations – 2 810 – 1 667 – – Earnings attributable to ordinary equity holders – – – – – – Profit/(Loss) on sale of property plant and equipment 12 8 14 10 (551) (397) Profit/(Loss) on disposal of discontinued operations (6 019) (4 670) (11 169) (8 667) 469 338 Impairment loss – – 85 61 – –

Headline earnings 12 009 22 381 7 480 Continued operation 9 199 20 714 7 480 Discontinued operation 2 810 1 667 –

Weighted average number of shares (‘000) 212 078 202 151 202 151 Basic earnings per share (Cents) 7.87 15.32 3.73 Continued operations 6.54 14.50 3.73 Discontinued operations 1.33 0.82 –

Headline earnings per share (Cents) 5.67 11.07 3.70 Continued operations 4.34 10.25 3.70 Discontinued operations 1.33 0.82 –

90 39. SEGMENT INFORMATION 31 August 2017 Software Unified and Health care communi- consulting Head office and support Security cations Total Revenue 71 106 21 381 91 100 251 135 67 207 501 929 External sales 68 973 248 91 100 251 135 67 207 478 663 Intergroup sales 2 133 21 133 – – – 23 266 Operating profit / (loss) 12 061 (5 070) 19 782 17 561 2 419 46 753 Discontinued operation 2 810 – – – – 2 810 Impairments – – – – – – Depreciation and amortisation (1 143) (2) (1 815) (439) (772) (4 171) Fair value adjustment – – – – – –

Non-current assets 9 460 21 051 10 745 23 252 5 992 70 500 Current assets 38 075 10 015 46 254 98 092 21 571 214 007 Non-current liabilities (148) (85 074) – – (2 809) (88 031) Current liabilities (14 184) (6 108) (19 955) (79 473) (17 208) (136 928) Profit from associate – (680) – – – (680) Capital expenditure 2 098 12 845 262 163 3 380

31 August 2016 Software Unified and Health care communi- consulting Head office and support Security cations Total Revenue 117 325 942 97 100 – – 215 367 External sales 117 325 942 97 100 – – 215 367 Intergroup sales – – – – – – Operating profit / (loss) 8 462 5 477 24 702 – – 38 641 Discontinued operation – – 1 668 – – 1 668 Impairments – – – – – – Depreciation and amortisation ( 578) (2) (1 115) – – (1 695) Fair value adjustment – – 14 – – 14 – – – – – – Non-current assets 8 556 14 493 8 244 – – 31 293 Current assets 20 829 3 412 38 445 – – 62 686 Non-current liabilities (807) (67 728) – – – (68 535) Current liabilities (9 721) (834) (8 059) – – (18 614) Profit from associate (311) – – – 311 Capital expenditure 553 – 568 – – 1 121

40. COMPARATIVE FIGURES During the current year the Group disposed of the going concern in Saratoga Software Proprietary Limited. In line with IFRS 5, certain comparative figures have been reclassified to non-current assets and liabilities held for sale. Refer to note 14. The effects of the reclassification are as follows: 2017 2016 2015 Profit or Loss Revenue – (46 149) – Cost of sales – 35 368 – Other income – (848) – Other operating gains – (72) – Other operating expenses – 7 928 – Investment revenue – (773) – Finance cost – (39) – Taxation – 1 207 –

91 41. COMMITMENTS Operating leases – as lessee (expense) Minimum lease payments due: 2017 2016 2015 Within one year 305 – –

Operating lease payments represent rentals payable by the Group for certain of its office properties. Leases are negotiated for an average term of 3 years. No contingent rent is payable.

42. EVENTS AFTER REPORTING PERIOD On the first of September 2017 the Investment in Emergent Energy which was classified as a non-current asset held for sale was sold. On the 20th of October 2017, a SENS announcement was released by AEEI to announce the approval by the Directors to list AYO Technology Solutions on the JSE.

43. DIRECTORS’ EMOLUMENTS No emoluments were paid from the AYO Company to the directors during the year.

92 ANNEXURE 6

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF AYO TECHNOLOGY FOR THE THREE YEARS ENDED 2017, 2016 AND 2015

The definitions and interpretations commencing on page 12 of the Pre-listing Statement apply to this Annexure 6. The Directors Ayo Technology Solutions Limited Quay 7, Breakwater Boulevard, East Pier Victoria and Alfred Waterfront Cape Town 8001 8 December 2017 Dear Sirs INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF AYO TECHNOLOGY SOLUTIONS LIMITED (“Ayo Technology” or the “Company”) INCLUDED IN THE PRE-LISTING STATEMENT

Opinion We have audited the financial information of Ayo Technology for the three years ended 31 August 2015, 2016 and 2017, as set out in Annexure 5 of the pre-listing statement to be issued on or about Wednesday, 13 December 2017 (“the Pre-listing Statement”) in compliance with the JSE Limited (“JSE”) Listings Requirements. The financial information comprises the statement of financial position as at 31 August 2015, 2016 and 2017, the statement of comprehensive income and statement of changes in equity for the 12 month periods ended 31 August 2015, 2016 and 2017, and the notes thereto, comprising a summary of significant accounting policies and other explanatory information. In our opinion, the financial information of Ayo Technology for the three years ended 31 August 2015, 2016 and 2017 presents fairly, in all material respects, the financial position of Ayo Technology at those dates and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards and in the manner required by the Companies Act of South Africa and the JSE Listings Requirements.

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Reporting accountant’s responsibilities for the audit of the historical financial information section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence We are independent of the group in accordance with the Independent Regulatory Board for Auditors Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Parts A and B).

Key audit matters Key audit matter How our audit addressed the key audit matter New business acquisitions and related accounting (consolidated annual financial statements) During the year, the Group acquired Kalula Communications (Pty) Our procedures included, amongst others, the following: Ltd and Puleng Technologies (Pty) Ltd. • Involvement of our internal valuation specialists in the valuation The accounting for these acquisitions is governed by IFRS 3 of the identifiable assets and liabilities including assessing the Business Combinations whose requirements can be complex adequacy of the valuation methods and appropriateness of and requires the directors to exercise judgment in determining key assumptions used; certain estimates. The most significant is the determination of the • Recomputing the value of the considerations transferred with purchase price allocation which encompasses: reference to the purchase agreements; • Recomputing the resulting goodwill and intangible assets to • Identifying the assets and liabilities acquired and determining be recognized on acquisition; and their fair values; • Performing procedures to determine that acquisitions made • Determination of goodwill to be recognized on acquisition; were included correctly in the consolidation. and • Determining the value of the considerations transferred. The purchase price allocation and the accounting for the acquisition transactions was assessed to be appropriate based on We have determined this is a key audit matter due to the value the evidence obtained. of the current year acquisitions and the level of judgment and estimate involved in the purchase price allocation.

93 Key audit matter How our audit addressed the key audit matter Valuation of Goodwill and intangible assets (consolidated annual financial statements) Under IFRSs, the Group is required to annually test goodwill and Our audit procedures focused on evaluating and challenging intangible assets for impairment. the key assumptions used by management in conducting the impairment review. These procedures included: We have determined this is a key audit matter due to the judgement required by management in preparing a ‘value-in-use’ model to • Reviewing the model for compliance with ISA 36 Impairment satisfy the impairment test. Forecasting future cash flows and of Assets applying an appropriate discount rate, inherently involves a high • Verifying the mathematical accuracy and methodology degree of estimation and judgement by management. appropriateness of the underlying model calculations • Evaluating the cash flow projections and the process by which they were developed, comparing the cash flows to the latest budgets, assessing the historical accuracy of the budgeting process • Assessing the key growth rate assumptions by comparing them to historical results, economic and industry forecasts, and assessing the discount rate by reference to the cost of capital of the Group • performing sensitivity analysis of the key assumptions in model. Based on our procedures, we noted management’s key assumptions to be within a reasonable range of our expectations. We have also assessed and validated the adequacy and appropriateness of the disclosures made in the financial statements.

Responsibilities of the directors for the historical financial information The directors are responsible for the preparation, contents and presentation of the Pre-listing Statement and are responsible for ensuring that AYO Technology complies with the JSE listing requirements. The directors are responsible for the preparation and fair presentation of the historical financial information in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of historical financial information that are free from material misstatement, whether due to fraud or error. In preparing the historical financial information, the directors are responsible for assessing the group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group and / or the company or to cease operations, or have no realistic alternative but to do so.

Reporting accountants’ responsibilities for the audit of the historical financial information Our objectives are to obtain reasonable assurance about whether the historical financial information as a whole are free from material misstatement, whether due to fraud or error, and to issue a reporting accountant’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these historical financial information. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the historical financial information, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the historical financial information or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the historical financial information, including the disclosures, and whether the historical financial information represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the historical financial information. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

94 We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Consent We consent to the inclusion of this report, which will form part of the Pre-listing Statement to the shareholders of Ayo Technology in the form and context in which it appears.

Grant Thornton Cape Incorporated Practice number 970879-0000 Chartered Accountants (SA) Registered Auditors Bernard van der Walt Partner Chartered Accountant (SA) Registered Auditor 6th Floor 123 Hertzog Boulevard Foreshore Cape Town 8001

95 ANNEXURE 7

RELEVANT PROVISIONS OF THE MOI

This Annexure 7 contains extracts of various salient provisions from the MOI, as required under the JSE Listings Requirements. In each case, the numbering and wording below matches that of the applicable provisions in the MOI. For a full appreciation of the provisions of the MOI, Shareholders are referred to the full text of the MOI, which is available for inspection, as provided for in paragraph 27 of the Pre-listing Statement.

6 POWERS OF THE COMPANY

6.1 The Company has all of the legal powers and capacity contemplated in the Act, and no provision contained in this Memorandum of Incorporation should be interpreted or construed as negating, limiting, or restricting those powers in any way whatsoever.

6.2 To the extent that the Act or the Listings Requirements require a company to be expressly authorised by its Memorandum of Incorporation to do anything, the Company is, by this provision, conferred with the requisite authority to do so, subject to any express limitations set out in this Memorandum of Incorporation.

8 SECURITIES

8.1 As at the date upon which this Memorandum of Incorporation is filed, the Company is authorised to issue:

8.1.1 2 000 000 000 (two billion) Ordinary Shares of no par value, each of which rank pari passu in all respects; and

8.1.2 50 000 (fifty thousand) redeemable preference shares of R0.10 each.

8.2 Each of the Ordinary Shares of the Company entitles an Ordinary Shareholder to the right to be entered into the Securities Register as the registered holder of that Ordinary Share and:

8.2.1 the right to vote on any matter to be decided by the holders of Ordinary Shares in the Company and to 1 (one) vote in the case of a vote by means of a poll;

8.2.2 the right, in person or by proxy, to attend, participate in, and speak at any meeting of the holders of Ordinary Shares in the Company;

8.2.3 the right to participate proportionally in any distribution made by the Company in respect of the Ordinary Shares;

8.2.4 subject to such preferences as may be accorded to the classes of Shares in existence from time to time, the right to receive proportionally the total net assets of the Company remaining upon its liquidation; and

8.2.5 any other rights attaching to the Ordinary Shares in terms of the Act or any other law,

in each case in accordance with and subject to the further provisions of the MOI applicable to the Ordinary Shares.

8.3 The Board may, subject to the Listings Requirements and the further provisions of this clause 8.3, resolve to issue Securities at any time, but only within the classes and to the extent that those Securities have been authorised by or in terms of this Memorandum of Incorporation.

8.4 As regards the issue of Securities, including options in respect thereof:

8.4.1 that require the approval of a special resolution as contemplated in sections 41(1) and (3) or as contemplated in the Listings Requirements, the Directors shall not have the power to allot or issue same without the prior approval of a special resolution of the Ordinary Shareholders;

8.4.2 that require the approval of an ordinary resolution in terms of the Act or the Listings Requirements, the Directors shall not have the power to allot or issue same, without the prior approval of an ordinary resolution of the Ordinary Shareholders;

8.4.3 other than as contemplated in clauses 8.4.1 and 8.4.2, the Directors shall have the power to allot or issue same, without any Securities Holders’ approval, provided that the JSE has granted the requisite consent to the listing of such Securities and/or such issue is made subject to the Listings Requirements, as applicable.

8.5 The Board shall have the authority, as contemplated in section 47, to:

8.5.1 approve the issuing of any authorised Shares as capitalisation Shares on a pro rata basis to the Holders of one or more classes of Shares;

8.5.2 issue Shares of one class as capitalisation Shares in respect of Shares of another class; or

96 8.5.3 resolve to permit Shareholders to elect to receive a cash payment in lieu of a capitalisation Share, provided that the Board may not resolve to do so unless it:

8.5.3.1 has considered the solvency and liquidity test, as required by section 46, on the assumption that every such Shareholder would elect to receive cash; and

8.5.3.2 is satisfied that the Company would satisfy the solvency and liquidity test immediately upon the completion of the distribution.

8.6 Notwithstanding section 38, or anything contained in this Memorandum of Incorporation to the contrary, Ordinary Shareholders in general meeting may by ordinary resolution authorise the Directors to issue unissued Securities and to grant options to subscribe for unissued Securities as the Directors in their discretion may deem fit, provided that such corporate actions have been approved by the JSE (if necessary) and comply with the Listings Requirements and the Act, however, the approval of the Ordinary Shareholders will not be required in terms of this clause 8.6 for such issue unless it is required in terms of the Listings Requirements or the Act.

8.7 If the Company proposes to issue any Shares (or options over Shares) other than (it being understood that each of the issues set out in paragraphs 8.7.1 to 8.7.9 shall not require Shareholders’ approval, or further Shareholders’ approval, as applicable):

8.7.1 Shares issued in terms of options or conversion rights, provided that such options or conversion rights have been previously approved, to the extent necessary;

8.7.2 Shares issued in terms of a rights offer to be undertaken by the Company;

8.7.3 Shares to be held under an employee share scheme in terms of section 97, a share incentive scheme which complies with the provisions of Schedule 14 of the Listings Requirements or any other employee share option or incentive scheme, provided that such issue of Shares was previously approved, to the extent required;

8.7.4 capitalisation Shares contemplated in section 47;

8.7.5 Shares issued pursuant to a scrip dividend, as contemplated by the Listings Requirements;

8.7.6 Shares issued or to be issued as consideration for any assets, corporeal or incorporeal, or for services rendered;

8.7.7 Shares issued for cash pursuant to a general or specific approval given by the Shareholders in general meeting;

8.7.8 the Share issue otherwise falls within a category in respect of which it is not, in terms of the Listings Requirements, a requirement for the relevant Shares to be so offered to existing Shareholders; or

8.7.9 Shares (or other Securities as applicable) issued in accordance with an authority approved by Shareholders (or other relevant Securities Holders, if applicable) in general meeting,

each Shareholder already holding issued Shares in the class of Shares (or options for such Shares where an offer for options shall be pro rata in the same way as an offer for Shares) proposed to be issued has the right, before any other person who is not a Holder of that class of Shares (or options for Shares), to be offered, on such terms and in compliance with such procedures as the Board may determine, to subscribe for, that number of the Shares (or options for Shares) proposed to be issued which in relation to the total number of Shares (or options for Shares) proposed to be issued or granted, as the case may be, bears the (as close as possible) same ratio (as determined by the Board) as the number of Shares in that class already registered in the Shareholder’s name at the time of such offer bears to the then total number of issued Shares (or options for Shares) in that class, calculated at the time the offer was made, provided that if any entitlement to a fraction of a Share pursuant to such an offer arises, such entitlement should be calculated in accordance with the prevailing Listings Requirements. After the expiration of the time within which an offer may be accepted, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the Share offered, the Directors may, subject to the aforegoing provisions, issue such Share in such manner as they consider most beneficial to the Company. The Directors may exclude any Shareholders or category of Shareholders from an offer contemplated in this clause 8.7 if and to the extent that they consider it necessary or expedient to do so because of legal impediments or compliance with the laws or the requirements of any regulatory body of any territory, outside of South Africa, that may be applicable to the offer.

8.8 The provisions of clause 8.7 will apply mutatis mutandis to an issue of a class of authorised Shares which have not been issued, based on the percentage voting rights which that Shareholder has in relation to the aggregate general voting rights, calculated at the time the offer was made.

8.9 At all times whilst the Company’s Ordinary Shares are listed on the JSE, the Company may only issue Shares which are fully paid up and freely transferable and the Company shall not issue any Ordinary Shares in terms of sections 40(5) to 40(7).

97 8.10 The Company may pay to any person:

8.10.1 a commission for subscribing or agreeing to subscribe (whether absolutely or conditionally); or

8.10.2 a brokerage for procuring or agreeing to procure subscriptions (whether absolutely or conditionally),

for any Securities issued or to be issued by the Company, provided that, for so long as any Securities of the Company are listed on the JSE, any such commission or brokerage shall not exceed 10% (ten percent) of the consideration payable for such subscription.

8.11 Commission may be paid out of capital or profits, whether current or accumulated, or partly out of the one and partly out of the other.

8.12 Such commission may be paid in cash or, if authorised by the Company in general meeting, by the allotment of fully or partly paid-up Securities, or partly in one way and partly in the other.

8.13 The Board shall not have the power to:

8.13.1 determine the preferences, rights, limitations or other terms of any Securities;

8.13.2 increase or decrease the number of authorised Securities;

8.13.3 consolidate and reduce the number of the Company’s issued and authorised Securities of any class;

8.13.4 subdivide the Company’s Securities of any class by increasing the number of its issued or authorised Securities of that class; or

8.13.5 convert any par value Securities into Securities not having a par value.

8.14 The Ordinary Shareholders shall have the sole authority to undertake the following actions by a special resolution amending this Memorandum of Incorporation, namely to:

8.14.1 increase or decrease the number of authorised Securities of any class;

8.14.2 create any new class or classes of authorised Securities;

8.14.3 consolidate or subdivide (or both) any:

8.14.3.1 authorised but unissued Securities of any class; and

8.14.3.2 issued Securities of any class,

provided that no such action shall be proposed or passed unless approved by a special resolution of the Securities Holders of the Securities in that class and provided further that no par value Securities may be subdivided;

8.14.4 reclassify any Securities that have been authorised but not issued;

8.14.5 classify any unclassified Securities that have been authorised but are not issued;

8.14.6 determine the preferences, rights, limitations and other terms of any Securities that have been authorised but not issued;

8.14.7 vary the preferences, rights, limitations and other terms of any issued or unissued Securities;

8.14.8 change the name of the Company;

8.14.9 convert any class of authorised Securities into Securities of another class; and

8.14.10 convert any par value Securities to no par value Securities.

8.15 If the Ordinary Shareholders act pursuant to the authority contemplated in clause 8.14, the Company must file a notice of amendment of this Memorandum of Incorporation in accordance with section 16(7).

19 FINANCIAL ASSISTANCE

The Board may authorise the Company to provide financial assistance in accordance with the provisions of sections 44 and 45, and the authority of the Board in this regard is not limited or restricted by this Memorandum of Incorporation.

20 THE COMPANY OR A SUBSIDIARY ACQUIRING THE COMPANY’S SHARES

20.1 The Board may determine that:

20.1.1 the Company will acquire a number of its own Shares; or

20.1.2 a Subsidiary of the Company will acquire a number of Shares in the Company,

subject to the provisions of section 48 and the Listings Requirements; provided that a pro rata repurchase by the Company of its Shares from all Shareholders will not require Shareholders’ approval other than in circumstances contemplated in clause 20.2.

98 20.2 A decision by the Board contemplated in clause 20.1:

20.2.1 for as long as it is required in terms of the JSE Listings Requirements, must be approved by a special resolution of the Shareholders, whether in respect of a particular repurchase or generally approved by Shareholders and such acquisition shall otherwise comply with sections 5.67 to 5.69 of the Listings Requirements (or such other sections as may be applicable from time to time) and must be approved by a special resolution of the Shareholders of the class of Shares concerned if any Shares are to be acquired by the Company from a Director or Prescribed Officer of the Company; and

20.2.2 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% (five percent) of the issued Shares of any particular class of the Company’s Shares.

29 COMPOSITION AND POWERS OF THE BOARD OF DIRECTORS

29.1 The Board shall comprise not less than such minimum number of Directors as is required by the Act and the Listings Requirements.

29.2 Subject to clause 29.4, the Company’s Ordinary Shareholders shall be entitled at a general meeting of the Company to elect all of the Directors of the Company (and their alternates) for the time being and from time to time, by a separate ordinary resolution with respect to each such Director and each alternate; provided that (i) if the Ordinary Shareholders do not elect an alternate with respect to any Director, the Board shall, subject to section 66(4)(b), be entitled to appoint such alternate(s) and (ii) such alternate is not a person previously proposed to the Ordinary Shareholders as an alternate or as a Director but who was not elected by the Ordinary Shareholders when put to the vote. No appointment of a Director in terms of a resolution passed in terms of section 60 shall be competent.

29.3 Subject to section 66(4)(b), the Board has the power to appoint Directors (i) to fill a casual vacancy (being a vacancy on the Board which does not amount to the number of Directors being less than the minimum number of Directors prescribed in terms of this Memorandum of Incorporation) or (ii) as an addition to the Board (as contemplated in section 66(4)(a)(i)) and to remove any such Directors appointed; provided that any such appointment must be confirmed by the Ordinary Shareholders at the next annual general meeting of the Company.

29.4 Apart from satisfying the qualification and eligibility requirements set out in section 69, a person need not satisfy any further eligibility requirements or qualifications to become or remain a Director or a prescribed officer of the Company.

29.5 The elected Directors shall rotate in accordance with the provisions of this clause 29.5:

29.5.1 at the first annual general meeting of the Company, all the elected Directors shall retire from office, and at each subsequent annual general meeting (or other general meeting held on an annual basis), one third of the non- executive Directors for the time being, or if their number is not 3 (three) or a multiple of 3 (three), the number nearest to one third, but not less than one third, shall retire from office. If an elected Director is appointed as chief executive officer, financial Director or as an employee of the Company in any other capacity, the contract under which he is appointed may provide that he shall not, while he continues to hold that position or office, be subject to retirement by rotation and he shall not, in such case, be taken into account in determining the rotation or retirement of Directors;

29.5.2 the elected Directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who were elected as Directors on the same day, those to retire shall, unless they otherwise agree among themselves, be determined by lot. Life directorships and directorships for an indefinite period shall not be permitted;

29.5.3 a retiring Director shall act as a Director throughout the meeting at which he or she retires and may be re-elected, provided that such Director is eligible;

29.5.4 the Ordinary Shareholders, at the general meeting at which a Director retires in the above manner, or at any other general meeting, may fill the vacancy by electing a person thereto;

29.5.5 if at any meeting at which an election of Directors ought to take place the offices of the retiring Directors are not filled, unless it is expressly resolved not to fill such vacancies, the meeting shall stand adjourned and the further provisions of this Memorandum of Incorporation, including clause 22.5, will apply mutatis mutandis to such adjournment, and if at such adjourned meeting the vacancies are not filled, the retiring Directors, or such of them as have not had their offices filled, shall be deemed to have been re-elected at such adjourned meeting.

99 29.6 The Directors may at any time and from time to time appoint any person or persons to act on behalf of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors in terms of this Memorandum of Incorporation) and for such period and subject to such conditions as the Directors may from time to time think fit and may from time to time vary or revoke any such appointment. Any such appointment may, if the Directors think fit, be made in favour of any company, the members, directors, nominees or managers of any company or firm, or otherwise in favour of any fluctuating body of persons, whether nominated directly or indirectly by the Directors. Any such agents as aforesaid may be authorised by the Directors to subdelegate­ all or any of the powers, authorities and discretions for the time being vested in them.

29.7 All acts performed by the Directors or by a committee of Directors or by any person acting as a Director or a member of a committee shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of the Directors or persons acting as aforesaid, or that any of them were disqualified from or had vacated office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of such committee.

29.8 The remaining Directors in office may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the minimum number fixed in accordance with this Memorandum of Incorporation, they must as soon as possible and within 3 (three) months from the date that the number of Directors fell below the minimum, fill the vacancies or call a general meeting for that purpose. The failure by the Company to have the minimum number of Directors during the 3 (three) month period does not limit or negate the authority of the Board or invalidate anything done by the Board or the Company. After the expiry of the 3 (three) month period the remaining Directors shall only be permitted to act for the purpose of filling vacancies or calling general meetings of Ordinary Shareholders.

29.9 A Director may also hold any other office in the Company other than that of auditor, and may also hold office as director or manager of, or in any other capacity, in any other company in which the Company is a shareholder or is otherwise interested, and shall not be liable to account to the Company for any remuneration or other benefits receivable by him from such other company. The appointment of a Director in any other capacity in the Company and his remuneration must be determined by a disinterested quorum of Directors.

31 DIRECTORS’ COMPENSATION

31.1 Any Director who:

31.1.1 serves on any executive or other committee; or

31.1.2 devotes special attention to the business of the Company; or

31.1.3 goes or resides outside the Republic for the purpose of the Company; or

31.1.4 otherwise performs or binds himself to perform services which, in the opinion of the Directors, are outside the scope of the ordinary duties of a Director,

may, to the extent that any such payment does not constitute remuneration for his or services as a Director as contemplated in section 66(8) or (9), be paid such extra remuneration or allowances in addition to or in substitution of the remuneration to which he may be entitled as a Director, as a disinterested quorum of the Directors may from time to time determine.

31.2 The Directors may also be paid all their travelling and other expenses necessarily incurred by them in connection with:

31.2.1 the business of the Company; and

31.2.2 attending meetings of the Directors or of committees of the Directors of the Company.

34 BORROWING POWERS

The Directors may from time to time exercise all of the powers of the Company to:

34.1 borrow for the purposes of the Company such sums as they think fit; and

34.2 secure the payment or repayment of any such sums, or any other sum, as they think fit, whether by the creation and issue of any Securities, mortgage or charge upon all or any of the property or assets of the Company.

38 DISTRIBUTIONS

38.1 General

Subject to the provisions of the Act, and particularly section 46, the Board, or on the recommendation of the Board, the Ordinary Shareholders by ordinary resolution, may at any time make Distributions.

38.2 Distributions to Shareholders

38.2.1 This clause 38.2 shall apply to Distributions made to Shareholders on a class of Shares as envisaged in paragraph (a) of the definition of ‘distributions’ in the Act, and references in this clause 38.2 to “Distributions” shall be read accordingly.

100 38.2.2 Distributions shall be declared payable to the relevant Shareholders registered as such on the record date with respect to such Distribution, determined in terms of clause 23, provided that such record date in the case of the payment of any Distribution shall be a date subsequent to the date of sanctioning of the Distribution or declaring the Distribution by the Board, whichever is the later.

38.2.3 Distributions payable in cash shall be declared in the currency of the Republic of South Africa. The Board may, in its discretion and on such terms and conditions as it may determine, authorise the payment of any Distribution to a non-resident Shareholder in any foreign currency requested by the non-resident Shareholder, at the cost, expense and risk of the non-resident Shareholder in question.

38.2.4 In the case where several persons are registered as the joint holders of any Shares, any one of such persons may give to the Company effective receipts for all or any Distributions and payments on account of Distributions in respect of such Shares.

38.2.5 Subject to clause 38.2.8, all cash Distributions, interest or other sums payable in cash to Shareholders shall be paid by electronic funds transfer or other electronic means, or as otherwise specified by the Board for time to time. Payment by any means into the bank account recorded in the Company’s bank account register nominated by the Shareholder, or in the case of joint Shareholders into the bank account nominated by the Shareholder whose name stands first in the Securities Register in respect of the Share, shall discharge the Company of any further liability in respect of the amount concerned.

38.2.6 Every payment of a Distribution, interest or other sums made by electronic funds transfer shall be made at the risk of the Shareholder or joint Shareholders. The Company shall not be responsible for the loss or misdirection of any electronic funds transfer.

38.2.7 In respect of Distributions to Shareholders holding Shares listed on the JSE, payments to such Shareholders must be provided for in accordance with the Listings Requirements to the extent applicable and must not provide that capital shall be repaid on the basis that it may be called up again.

38.2.8 A Distribution may also be made and/or paid in any other way determined by the Directors, and if the directives of the Directors in that regard are complied with, the Company shall not be liable for any loss or damage which a Shareholder may suffer as a result thereof.

38.2.9 No Distribution shall bear interest against the Company, except as otherwise provided under the conditions of the issue of the Shares in respect of which such Distribution is payable.

38.2.10 Distributions and all monies due to Shareholders which are unclaimed for a period of not less than 3 (three) years from the date on which such distributions or monies became payable by the Company may, at the discretion of the Board be declared forfeit by the Board for the benefit of the Company.

38.2.11 For the avoidance of doubt, all monies due to Shareholders (including any Distributions in the form of monies) shall be held by the Company in trust in a suitable interest bearing account, as determined by the Board in its discretion, in terms of which interest will accrue for the benefit of the relevant Shareholders, until lawfully claimed by the relevant Shareholders, but subject to the provisions of clause 38.2.10 and the laws of prescription from time to time, or until the Company is wound up.

38.2.12 Subject only to the provisions of any law to the contrary, Distributions may be declared either free of or subject to the deduction of income tax and any other tax or duty in respect of which the Company may be chargeable.

38.2.13 The Directors may from time to time declare and pay to the Shareholders such interim Distributions as the Directors consider appropriate.

38.2.14 Without detracting from the ability of the Company to issue capitalisation Shares, any Distribution may be effected and/or paid wholly or in part:

38.2.14.1 by the distribution of specific assets; or

38.2.14.2 by the issue of Shares, debentures or Securities of the Company or of any other company; or

38.2.14.3 in cash; or

38.2.14.4 in any other way which the Directors or Company in general meeting may at the time of declaring the Distribution determine, including granting to Ordinary Shareholders a right of election between receiving any Distribution in cash or in the form of the distribution of specific assets.

38.2.15 Where any difficulty arises in regard to any Distribution, the Directors may settle that difficulty as they think expedient, and in particular may fix the value which shall be placed on such specific assets on Distribution.

38.2.16 The Directors may:

38.2.16.1 determine that cash payments shall be made to any Shareholder on the basis of the value so fixed in order to secure equality of Distribution; and

38.2.16.2 vest any such assets in trustees upon such trusts for the benefit of the persons entitled to the Distribution as the Directors deem expedient.

101 40 AMENDMENT OF MEMORANDUM OF INCORPORATION

40.1 This Memorandum of Incorporation may only be altered or amended by way of a special resolution of the Shareholders in accordance with section 16(1)(c), except if such amendment is in compliance with a Court order as contemplated in section 16(1)(a) in the manner set out in the Act, read together with the Listings Requirements and, to the extent applicable, any licencing conditions imposed on the Company.

40.2 While the Ordinary Shares of the Company remain listed on the JSE, the Board must, prior to proposing any amendments for approval by Ordinary Shareholders, submit any such proposed amendments to the Memorandum of Incorporation to the JSE for approval in accordance with the Listings Requirements.

40.3 If any proposed amendment to the Memorandum of Incorporation relates to the variation of any preferences, rights, limitations and other terms attaching to any other class of Securities already in issue, that amendment may not be implemented without a special resolution of the Securities Holders in respect of Securities in that class at a separate meeting. In such instances, the Securities Holders in respect of such Securities may also be allowed to vote at the meeting of the Ordinary Shareholders, subject to the limitation on the voting rights recorded in paragraph 10.5(c) of Schedule 10 of the Listings Requirements. No resolution of Ordinary Shareholders of the Company to amend the Memorandum of Incorporation which relates to the variation of any preferences, rights, limitations and other terms attaching to a class of Securities shall be proposed or passed, unless the amendment has been approved by a special resolution of the Securities Holders of the Securities in that class.

40.4 Preferences, rights, limitations or other terms of any class of Securities must not be varied and no resolution may be proposed to the Company’s Securities Holders for such variation in response to any objectively ascertainable external fact or facts, as provided for in sections 37(6) and (7).

102 ANNEXURE 8

DIRECTOR PROFILES

The definitions and interpretations commencing on page 12 of the Pre-listing Statement apply to this Annexure 8.

Kevin Andrew Warwick Hardy Expertise and experience: Chief Executive Officer Mr Hardy is the previous Managing Director of BT Africa and has worked for various blue chip companies such as BT Sub-Saharan South Africa, Cisco Systems South Africa as Sales Director and Bcom Honors in Business Deputy General Manager, Aspivia Intelligent Telecoms as Country Sales Director, Dimension Data as Management (NMU) National General Manager and British Broadcasting Corporation. Mr Hardy was appointed as the Appointed: 1 December 2017 Chief Executive Officer of AYO Technology on 1 December 2017. Nationality: South African Board sub-committees: None

Salim Young Expertise and experience: Chairman Mr Young is an experienced business executive and corporate lawyer and is a former director of Webber Wentzel (formerly Mallinicks Inc.). Mr Young recently retired after a very successful 12 years BProc LLB (UWC) LLM as an executive director on the board of British American Tobacco SA. During this time Mr Young Appointed: 1 December 2017 also served as the appointed South African representative of the London-based BAT plc whose secondary listing on the JSE at the time ranked as the largest company by market capitalisation. Nationality: South African Mr Young maintains board positions in a number of other companies and significant trusts. He holds Board sub-committees: a postgraduate master’s degree (LLM) in International Commercial Law from Tulane University in the United States as well as Certificates in Law from Georgetown University and Harvard University, Audit and risk committee respectively. He is one of the founders of Unipalm Investments and chairs the investment and remuneration committee. He also chairs the AEEI’s remuneration and audit committees. Remuneration committee

Naahied Gamieldien Expertise and experience: Chief Financial Officer Ms Gamieldien completed her articles with PricewaterhouseCoopers in 2005. She has worked for the AEEI group since 2007 and held several positions, including AEEI Group financial manager BCom (NMU), CTA (Unisa) and AYO Technology group financial manager. She is very knowledgeable of the Group’s diverse Appointed: 19 May 2016 operations, having worked closely with the operational heads of the Group’s businesses. Nationality: South African Board sub-committees: Social, transformation and ethics committee

Siphiwe Nodwele Expertise and experience: Chief Technology Officer Mr Nodwele was previously the Divisional Director (Head of Mergers & Acquisitions) of Industrial Technologies at EOH Limited. Prior to that, he was the Founder and Group CEO of the SNIC Group LLB (Wits) Limited. Mr Nodwele has been involved in originating and negotiating a number of transactions LLM (Wits) in his career and has overseen an annual R1 Billion in acquisitions at EOH. Mr Nodwele read his LLB at the Oliver Schreiner School of Law at the University of the Witwatersrand and subsequently Appointed: 1 December 2017 completed a Masters degree in corporate law at the same institution, with Banking & Finance and Nationality: South African Advanced Mergers & Acquisitions Law as sub majors. Board sub-committees: In his youth, he was the first ever law student to be selected Citi Group Investment Banking Internship Programme. He is a Golden Key International Honour Society Member, received Social, transformation Deneys Reitz Academic Scholarship and Wits University Council Academic Award. His skill and and ethics committee competencies includes being a specialist in mergers and acquisitions, corporate law and corporate governance principles. He has a strong intellectual capacity with exceptional communication skills, and his experience as a dealmaker is complemented by his experience in representing local and international shareholders and stakeholders on company boards and committees. Mr Nodwele was appointed as the Chief Technology Officer of AYO Technology on 1 December 2017.

103 Walter Gideon Madzonga Expertise and experience Independent non-executive Mr Madzonga is a qualified engineer and was previously the Group Executive of Digital at Director Independent Media. He graduated from the University of Cape Town in 2007, in Electrical Engineering specialising in Telecommunications. He was part of the founding team of a multinational converged B. Eng (Electrical)(UCT), MBA (UCT) communications company, which provides consulting and advisory services to SMME across various Appointed: 1 December 2017 industries. After completing his MBA at the University of Cape Town in 2015, Mr Madzonga proceeded to attend Kellogg School of Management, where he focused on media and content strategy. In 2016, Nationality: South African he took up the position to head up digital operations at Independent Media, and was responsible Board sub-committees: for building and executing the company’s digital strategy and transformation projects. This included working with the groups 20+ brands to respond to the changing media landscape and growth digital None audiences and converting these to new revenue channels. Mr Madzonga was appointed as the Chief Technology Officer of AYO Technology on 1 December 2017.

Khalid Abdulla Expertise and experience: Non-executive Director Mr Abdulla is the Group chief executive officer of African Equity Empowerment Investments Limited and has been with the AEEI Group since 1999. He served as the CEO of various subsidiaries, i.e. MBA (UCT), BCompt (Hons), CTA the information technology and financial services businesses and as Group CFO in 2007 before (Unisa), Project Management (UCT) being appointed as Group CEO in November 2009. Appointed: 17 January 2008 Mr Abdulla has been appointed to and serves on various boards, committees and NGOs. He Nationality: South African has over 30 years’ commercial experience related to fishing, technology, health, biotherapeutics, events and tourism as well as financial services. He is a regular invitee and participant at the World Board sub-committees: Economic Forum in Africa as well as the Summer Davos in China. He was also a speaker for the None Department of Trade and Industry at conference in the United Kingdom and Germany for “Investing into South Africa”. Mr Abdulla was the recipient of many awards, some of which includes being the overall winner of the Inaugural South African Vision 2030 Future Maker: Driver for Change 2017 Award and the overall winner by the Oliver Empowerment Awards as SA’s most Empowered Business leader of the year 2017. He was voted one of the best CEO’s in the country in 2016 by Financial Mail and was also ranked amongst the 10 best executives of 2015 by Financial Mail. He was the recipient of the prestigious Black Business Executive Circle (BBEC)/Absa Bank Kaelo Award (2010), for giving guidance and leadership to grow junior and middle management.

Cherie Felicity Hendricks Expertise and experience Non-executive Director Miss Hendricks is the corporate affairs and sustainability director responsible for corporate affairs, which include sustainability, regulatory compliance, corporate social investment and group University of Cambridge communication. She has more than 18 years’ experience in the AEEI Group and currently sits on Programme for Sustainability the boards of the Group’s major investments and links the Group’s subsidiaries with the Group’s Leadership, Incite Sustainability corporate office. Executive Programme Appointed: 6 July 2009 Nationality: South African Board sub-committees: Social, transformation and ethics committee

Aziza Begum Amod Expertise and experience Independent non-executive Ms Amod is a professional director, businesswoman, philanthropist and entrepreneur with more Director than 30 years of business experience in the retail sector. She provides consultancy to women owned businesses in the areas of impact investment, social innovation and technology applications Appointed: 26 February 2013 for social impact in the food and retail sector. Nationality: South African Ms Amod has been featured and published in numerous articles in relation to business and Board sub-committees: women entrepreneurs. She is a well-known philanthropist supporting a number of NGOs, outreach programs and serves on the board of trustees of numerous philanthropic associations. Social, transformation and ethics committee She currently serves as a director and trustee on various business entities and trusts. Remuneration committee

104 Telang Michael Ntsasa Expertise and experience Independent non-executive Mr Ntsasa is the Group Executive at Independent Media responsible for the Public Sector. His main Director responsibility is to provide leadership in driving commercial initiatives across multi-media platforms (print, digital and events). He has over a decade of commercial expertise in the media and has BA Degree (UFS) held various positions, making him an experienced all-rounder in the information solutions sector. Management Advance Programme Mr Ntsasa has worked his way from being an Account Manager to General Manager and now (MAP) (Wits) Group Executive. He was one of the founders of the Independent Media’s youth-centric platform – The Young Independents. Mr Ntsasa also coordinate media projects for the South Africa Chapter Appointed: 1 December 2017 of BRICS Business Council. Nationality: South African Board sub-committees: Audit and risk committee Social, transformation and ethics committee

Mbuso Faithstrong Khoza Expertise and experience Independent non-executive Having worked for FMCG giants such as Pioneer Foods, Parmalat, Colgate, Palmolive and Director Sara Lee International amongst others, Ms Khoza is a seasoned Branding and Marketing Strategist. Senior Management Development Ms Khoza has worked in senior roles closely with different stakeholders in Operations, Finance, Programme (Gordon Institute of legal, Human Resources, Research & Development, Production and Sales. Such interactions Business Science) have resulted in Ms Mbuso having a well-rounded corporate exposure. She has over a decade’s experience in Project Management and is an astute strategic thinker with an entrepreneurial outlook Digital Marketing Short Course (UCT) to life. Her marketing career spans across Business to Customer and Business to Business. Bcom (Marketing) Degree She offers a history of proven results, as evidenced by her career growth accomplishments (UNISA) (Pending) from being a Promotions co-ordinator to being an executive. Her stewardship in the corporate Bachelor of Laws (LLB) Degree (Wits) environment has not only made her a sharp strategist, but a dynamic creative thinker. Master of Laws (LLM) Degree (Wits) B. Juris Degree (University of KZN) Appointed: 1 December 2017 Nationality: South African Board sub-committees: Audit and risk committee Remuneration committee

105 ANNEXURE 9

OTHER DIRECTORSHIPS

The table below sets out the names of the companies and other entities of which AYO Technology’s Directors, as well as the directors of its Major Subsidiary, are or have been Directors, members or partners during the five years preceding the Last Practicable Date. AYO DIRECTORS:

Active/ Director Name of Company or Entity Capacity Nature of Business / Sector Resigned Salim Young African Equity Empowerment Deputy Investment Holding company Active Investments Limited Chairman Premier Fishing and Brands Limited Director Fishing company Active Independent Media (Pty) Ltd Director Media Active Insights Publishing (Pty) Ltd Director Media Active Premier Fishing SA (Pty) Ltd Director Fishing Active Loot Online (Pty) Ltd Director Online store Active N M Phosa Foundation Trustee Community foundation Active

Kevin Andrew Sabrita The British Chamber of Business in Director British Chamber of Commerce Active Warwick Hardy Southern Africa Limited

Siphiwe Nodwele Trentbridge Capital Advisors Director Multinational Investment Active Advisory Services Trident Union Partners Director SA based Family Active Investment Holdings Lalphonsine Director DRC based Family Active Investment holdings Endulwini Capital Director Commodities Export Finance Active Clifford Simpson Investments Director Residential property Investments Active Siyathembana Trading 218 Director N/A Active Emkam Director IT Consulting Services Resigned Snic Group Director BBBEE Investment Company Active Ubu Energy Director Energy & Tax credit trading Co Active

Naahied Gamieldien Health System Technologies (Pty) Ltd Director IT company Active Afrozaar (Pty) Ltd Director IT company Active World Wide Creative (Pty) Ltd Director IT company Active Juniper Distributors (Pty) Ltd Director Shelf company – dormant Active Kalula Communications (Pty) Ltd Director Headsets company Active Digital Matter(Pty) Ltd Director IT company Active Saratoga Software (Pty) Ltd Director IT company Active Emergent Energy (Pty) Ltd Director Solar energy company Active Fios (Pty) Ltd Director Dormant Resigned Premier Fishing SA (Pty) Ltd Director Fishing company Resigned Mcube Holdings (Pty) Ltd Director Dormant Active Mcube Retail (Pty) Ltd Director Dormant Active

Walter Gideon Madzonga No directorships Khalid Abdulla Chief African Equity Empowerment Executive Investments Limited Officer Investment Holding company Active Premier Fishing and Brands Limited Director Fishing company Active Emimart (Pty) Ltd Director Fishing company Active Sekunjalo Consumer Products (Pty) Ltd Director Holding company Active Business Venture Investments No 1581 (Pty) Ltd Director Holding company Active Afrozaar (Pty) Ltd Director IT çompany Active

106 Active/ Director Name of Company or Entity Capacity Nature of Business / Sector Resigned Khalid Abdulla Western Cape Black Media Consortium (Pty) Ltd Director Holding company Active Western Cape Black Media Consortium (Pty) Ltd Director Holding company Active Rose Bridge 28 (Pty) Ltd Director Shelf company – dormant Active World Wide Creative (Pty) Ltd Director Digital innovation agency Active Opispex (Pty) Ltd Director Holding company Active Integrated Bioworks (Pty) Ltd Director Biotechnology Active Repassen 56 (Pty) Ltd Director Shelf company – dormant Active Bowwood and Main 180 (Pty) Ltd Director Investment holding company Active AEEI Strategic Investments (Pty) Ltd Director Holding company Active AEEI Financial Services (Pty) Ltd Director Financial services Active AEEI Marine and Fishing (Pty) Ltd Director Aquaculture & fishing Active AEEI Health and Biotechnology (Pty) Ltd Director Asset management Active AEEI Asset Management (Pty) Ltd Director Asset management Active AEEI Corporate Finance (Pty) Ltd Director Corporate finance Active AEEI Investments (Pty) Ltd Director Holding company Active AEEI Technology Solutions (Pty) Ltd Director Information technology Active AEEI Properties (Pty) Ltd Director Properties Active AEEI Enterprise Development (Pty) Ltd Director Enterprise development Active John Ovenstone (Pty) Ltd Director Fishing Active John Quality (Pty) Ltd Director Fishing Active Chapman’s Peak Fisheries (Pty) Ltd Director Fishing Active Premier Fishing SA (Pty) Ltd Director Fishing Active Fish Drying Corporation (Pty) Ltd Director Fishing Active Kuttlefish SA (Pty) Ltd Director Fishing Active Seagro Fertilisers (Pty) Ltd Director Organic fertilizer Active Southern Ocean Fishing (Pty) Ltd Director Fishing Active Tripos Travel (Pty) Ltd Director Travel Active Health Systems Technologies (Pty) Ltd Director Information technology Active Bioclones (Pty) Ltd Director Biotechnology Active Atlantic Fishing Enterprises (Pty) Ltd Director Fishing Active Marine Growers (Pty) Ltd Director Aquaculture Active Kalula Communications (Pty) Ltd Director Information technology Active Ribotech (Pty) Ltd Director Biotechnology Active Sekunjalo Properties (Pty) Ltd Director Properties Resigned Sekunjalo Medical Trading (Pty) Ltd Director Medical devices Active African Natural Farm and Food Solutions (Pty) Ltd Director Organic products company Active Sekunjalo Medical Services (Pty) Ltd Director Fishing Active Sekunjalo Food and Fishing (Pty) Ltd Director Fishing Active Sekunjalo Industrial Holdings (Pty) Ltd Director Holding company Active Sekunjalo Technology Solutions Group (Pty) Ltd Director Information technology Active Capstone 186 (Pty) Ltd Director Fishing Active SAAB Grintek Defence (Pty) Ltd Director Military defence and civil security Active espAfrika (Pty) Ltd Director Events management Active Hostprops 136 (Pty) Ltd Director Holding company Active South Atlantic Jazz Festival (Pty) Ltd Director Events management Resigned Sekunjalo Health and Medical Commodities (Pty) Ltd Director Healthcare Active Digital Matter (Pty) Ltd Director Telematics devices Active Puleng Technologies (Pty) Ltd Director Information technology Active SAAB South Africa (Pty) Ltd Director Military defence and civil security Resigned Premfresh Seafoods (Pty) Ltd Director Marketing Active

107 Active/ Director Name of Company or Entity Capacity Nature of Business / Sector Resigned Khalid Abdulla Rapivest 25 (Pty) Ltd Director Property Active Motorelli Marketing (Pty) Ltd Director Marketing company – dormant Active Saratoga Software (Pty) Ltd Director Information technology Active African Biotechnological and Medical Innovation Investments (Pty) Ltd Director Biotechnology Active Sekunjalo Enterprise Development (Pty) Ltd Director Enterprise development Active Sekunjalo Aquaculture (Pty) Ltd Director Aquaculture Active AEEI Events and Tourism (Pty) Ltd Director Events & tourism Active Sekunjalo Empowerment Fund (Pty) Ltd Director Holding company Active Premier Select (Pty) Ltd Director Fishing Active Friedshelf 860 (Pty) Ltd Director Holding company Active Wisdom Global Technology Solutions (Pty) Ltd Director Information technology Dormant BT Communication Services (Pty) Ltd Director Data network & communications Active Kilomix Investments (Pty) Ltd Director Holding company Active Kilomax Investments (Pty) Ltd Director Holding company Active Emergent Energy (Pty) Ltd Director Renewable energy Active Magic 828 (Pty) Ltd Director Radio station Active Orleans Cosmetics (pty) Ltd Director Cosmetics company Active

Cherie Felicity Africa Equity Empowerment Hendricks Investments Limited Director Investment holding company Active Premier Fishing and Brands Limited Director Fishing company Active Southern Ambition 360 CC Director Manufacturing & construction Active Emimart (Pty) Ltd Director Holding company – dormant Active Triple Advanced Investments No 110 (Pty) Ltd Director Holding company Active Business Venture Investments No 1584 (Pty) Ltd Director Holding company Active Western Cape Black Media Consortium (Pty) Ltd Director Holding company Active Eribex (Pty) Ltd Director Holding company Active Aquarius Interactive Impact (Pty) Ltd Director Media Active Obasat (Pty) Ltd Director Media Active Sekunjalo Independent Media (Pty) Ltd Director Media Resigned Obagyn (Pty) Ltd Director Media Active Sekunjalo Independent Media Consortium Three (Pty) Ltd Director Media Active Orleans Cosmetics (Pty) Ltd Director Cosmetics company Active Sekunjalo Independent Media Technologies (Pty) Ltd Director Media Active African Media Development (Pty) Ltd Director Media Active Independent Media Digital Technology (Pty) Ltd Director Media Active African News Agency (Pty) Ltd Director Media Active Repassen 56 (Pty) Ltd Director Shelf company Active Bowwood and Main 180 (Pty) Ltd Director Holding company Active Surve Philanthropies Trustee Philanthropic trust Active AEEI Strategic Investments (Pty) Ltd Director Holding company Active AEEI Financial Services (Pty) Ltd Director Financial services Active AEEI Marine and Fishing (Pty) Ltd Director Aquaculture & fishing Active AEEI Health and Biotechnology (Pty) Ltd Director Biotechnology Active AEEI Asset Management (Pty) Ltd Director Asset management Active AEEI Corporate Finance (Pty) Ltd Director Corporate finance Active AEEI Investments (Pty) Ltd Director Holding company Active AEEI Technology Solutions (Pty) Ltd Director Information technology Active AEEI Properties (Pty) Ltd Director Properties Active AEEI Enterprise Development (Pty) Ltd Director Enterprise development Active John Ovenstone (Pty) Ltd Director Fishing Active

108 Active / Director Name of Company or Entity Capacity Nature of Business/Sector Resigned Cherie Felicity Hendricks John Quality (Pty) Ltd Director Fishing Active Chapman’s Peak Fisheries (Pty) Ltd Director Fishing Active Premier Fishing SA (Pty) Ltd Director Fishing Active Fish Drying Corporation (Pty) Ltd Director Fishing Active Kuttlefish SA (Pty) Ltd Director Fishing Active Seagro Fertilisers (Pty) Ltd Director Organic fertilisers Active Southern Ocean Fishing (Pty) Ltd Director Fishing Active Tripos Travel (Pty) Ltd Director Travel Active Health Systems Technologies (Pty) Ltd Director Information technology Active Bioclones (Pty) Ltd Director Biotechnology Active Independent Newspapers (Pty) Ltd Director Media Active Atlantic Fishing Enterprises (Pty) Ltd Director Fishing Active Marine Growers (Pty) Ltd Director Aquaculture Active Independent Media (Pty) Ltd Director Media Active Ribotech (Pty) Ltd Director Biotechnology Active Sekunjalo Industrial Holdings (Pty) Ltd Director Holding company Active Sekunjalo Properties (Pty) Ltd Director Property Resigned Conde Nast Independent Magazines (Pty) Ltd Director Magazine company Active Independent Digital SA (Pty) Ltd Director Media Active African Natural Farm and Food Solutions (Pty) Ltd Director Organics product company Active Sekunjalo Medical Services (Pty) Ltd Director Medical Active Sekunjalo Food and Fishing (Pty) Ltd Director Fishing Active Sekfish Investments (Pty) Ltd Director Fishing Active Sekunjalo Technology Solutions Group (Pty) Ltd Director Information technology Active espAfrika (Pty) Ltd Director Events management Active Independent On-line (Pty) Ltd Director Media Active Hostprops 136 (Pty) Ltd Director Holding company Active South Atlantic Jazz Festival (Pty) Ltd Director Events management Resigned Sekunjalo Oil Trading (Pty) Ltd Director Oil company Active Sekunjalo Health and Medical Commodities (Pty) Ltd Director Healthcare Active Linacre Investments (Pty) Ltd Director Holding company Active Sekpharma (Pty) Ltd Director Healthcare Active Promex Helath and Medical and Surgical Corporation (Pty) Ltd Director Medical equipment – dormant Active Puleng Technologies (Pty) Ltd Director Information technology Active Bamboo Accelerator Trustee Public benefit activities Active Premfresh Seafoods (Pty) Ltd Director Fishing Active African Biotechnological and Medical Innovation Investments (Pty) Ltd Director Biotechnology Active Sekunjalo Enterprise Development (Pty) Ltd Director Enterprise development Active Sekunjalo Power and Renewable Energies (Pty) Ltd Director Renewable energy Active Sekunjalo Aquaculture (Pty) Ltd Director Aquaculture Active AEEI Events and Tourism (Pty) Ltd Director Events & tourism Active Sekunjalo Investments Group (Pty) Ltd Director Holding company Active Sekunjalo Empowerment Fund (Pty) Ltd Director Holding company Active Premier Select (Pty) Ltd Director Fishing Active Schmitzdrift Mining (Pty) Ltd Director Mining Active Sekunjalo Resources and Minerals (Pty) Ltd Director Mining Active Friedshelf 860 (Pty) Ltd Director Holding company Active Kilomix Investments (Pty) Ltd Director Holding company Active Kilomax Investments (Pty) Ltd Director Holding company Active Ke Nako African Concerts (Pty) Ltd Director Events company – dormant Active Nkiruka Investments (Pty) Ltd Director Investment company – dormant Active African Technology and Media Holdings (Pty) Ltd Director Media Resigned Magic 828 (Pty) Ltd Director Radio station Active

109 Active / Director Name of Company or Entity Capacity Nature of Business/Sector Resigned

Aziza Begum Amod African Equity Empowerment Investments Limited Director Investment holding company Active Premier Fishing and Brands Limited Director Fishing company Active Haifams Investments CC Member Property company Active Saffron House CC Member Property company Active Simply Spice CC Member Investment holding company Active Shaikh’s Exotics CC Member Investment holding company Active Sekunjalo Independent Media (Pty) Ltd Director Media Active Coriant (Pty) Ltd Director Investment holding company Active Sekunjalo Independent Media Consortium One (Pty) Ltd Director Media Active Viturway (Pty) Ltd Director Property Active Cape Sunset Villas CC Member Guest house Active Western Cape Black Media Consortium (Pty) Ltd Director Media Active John Ovenstone (Pty) Ltd Director Fishing Active John Quality (Pty) Ltd Director Fishing Active Chapman’s Peak Fisheries (Pty) Ltd Director Fishing Active Premier Fishing SA (Pty) Ltd Director Fishing Active Fish Drying Corporation (Pty) Ltd Director Fishing Active Kuttlefish SA (Pty) Ltd Director Fishing Active Seagro Fertilisers (Pty) Ltd Director Organic fertilisers Active Southern Ocean Fishing (Pty) Ltd Director Fishing Active Health Systems Technologies (Pty) Ltd Director Information technology Active Atlantic Fishing Enterprises (Pty) Ltd Director Fishing Active Marine Growers (Pty) Ltd Director Aquaculture Active Sekunjalo Properties (Pty) Ltd Director Property Active African Natural Farm and Food Solutions (Pty) Ltd Director Organic products company Active Sekunjalo Food and Fishing (Pty) Ltd Director Fishing Active Sekunjalo Industrial Holdings (Pty) Ltd Director FishingFishing Active Sekunjalo Technology Solutions Group (Pty) Ltd Director Information technology Resigned Sekunjalo Health and Medical Commodities (Pty) Ltd Director Healthcare – dormant Resigned Premfresh Seafoods (Pty) Ltd Director Fishing Active Sekunjalo Enterprise Development (Pty) Ltd Director Enterprise development Active Sekunjalo Aquaculture (Pty) Ltd Director Aquaculture Active AEEI Events and Tourism (Pty) Ltd Director Events & tourism Active Sekunjalo Empowerment Fund (Pty) Ltd Director Investment holding company Active Premier Select (Pty) Ltd Director Fishing Active Friedshelf 860 (Pty) Ltd Director Investment holding company Active African News Agency (Pty) Ltd Director Media Active Bowwood and Main 180 (Pty) Ltd Director Investment holding company Active Independent Media (Pty) Ltd Director Media Active Sekunjalo Investments Holdings (Pty) Ltd Director Investment holding company Resigned Sekunjalo Asset Management (Pty) Ltd Director Asset management – dormant Active Sekunjalo Capital (Pty) Ltd Director Investment holding company Active Sekunjalo Oil Trading (Pty) Ltd Director Oil company Active Sekunjalo Financial Services (Pty) Ltd Director Financial services Active Sekunjalo Africa Equity Fund 1 (Pty) Ltd Director Investment holding company Active

110 Active / Director Name of Company or Entity Capacity Nature of Business/Sector Resigned Aziza Begum Amod Investment holding Linacre Investments (Pty) Ltd Director company –dormant Active Sekpharma (Pty) Ltd Director Healthcare Active Haifams Investments (Pty) Ltd Director Property Active Imagination Advisory and Distribution Services (Pty) Ltd Director Financial services Active Pro Direct Investments 112 Ltd Director Property company Active Promex Health and Medical and Surgical Cooperation Ltd Director Medical equipment – dormant Active Umkhakaso Ikapa Investments Ltd Director Investment holding company Resigned Modjadji African Empowerment Consortium Ltd Director Investment holding company Resigned Sekunjalo Power and Renewable Energies (Pty) Ltd Director Renewable energy Active Sekunjalo Investments Group (Pty) Ltd Director Investment holding company Active 3 Laws Capital South Africa (Pty) Ltd Director Investment holding company Active Battswood Professional Football Club Trustee Football Active Magic 828 (Pty) Ltd Director Radio station Active Orleans Cosmetics (Pty) Ltd Director Cosmetics company Active

Telang Michael Ntasa Debereki Business Enterprise Director Consulting Services Active Tshedimosetso Investment Brokers Director Brokerage Services Active Ntsasa TNT Construction and Project Management Director Construction Active Blacked Out Creative Studio Director Design work Active Insight Publishing Director Printing work Active Africity Media Group Director Media Agency Active Mike & Sons Reality Director Personal Investment Property Active

Mbuso Faithstrong Khoza Brutally Black Hair and Beauty Solutions Director Hair Salon Active Makomba – Ndlela Shuttle & Transport Solutions Director Shuttle Service for Corporates Active Brutally Black Shoes and Accessories Director Sales lady Active Ndengeza Development Agency Director Charity Project Resigned LV Khoza Construction and Projects Director Construction business Active Mirha Group Director Access Control Consultancy

DIRECTORS OF MAJOR SUBSIDIARIES

Active / Director Name of Company or Entity Capacity Nature of Business / Sector Resigned Steven Grant James Puleng Technologies (Pty) Ltd Director Information technology Active

Paul Edmond Thompson Puleng Technologies (Pty) Ltd Director Information technology Active

Abdul Malick Salie Archird 28 (Pty)Ltd Director Dormant company Active MCI South Africa (Pty) Ltd Director Events company Active Orleans Cosmetics (Pty) Ltd Director Cosmetics company Active Tripos Travel Director Travel agency Active Kalula Communications (Pty) Ltd Director Headsets company Active Puleng Technologies (Pty) Ltd Director IT company Active Saratoga Software (Pty) Ltd Director IT company Active

Cherie Felicity Refer to above Refer to above Refer to above Refer to above Hendricks

Khalid Abdulla Refer to above Refer to above Refer to above Refer to above

111 ANNEXURE 10

DIRECTORS OF MAJOR SUBSIDIARY

The definitions and interpretations commencing on page 12 of this Pre-listing Statement apply to this Annexure 10 The table below contains particulars of the directors of AYO Technology’s Major Subsidiary:

Full name Age Capacity Business Address Paul Edmond Thompson 56 Executive Director Riverview Business Park, Cnr Janadel Avenue and Bekker Road, Midrand Steven Grant James 51 Chief executive officer Riverview Business Park, Cnr Janadel Avenue and Bekker Road, Midrand Abdul Malick Salie 34 Non-executive Director Quay 7, East Pier, Breakwater Boulevard, V&A Waterfront, Cape Town, 8001 Cherie Felicity Hendricks 54 Non-executive Director Quay 7, East Pier, Breakwater Boulevard, V&A Waterfront, Cape Town, 8001 Khalid Abdulla 52 Non-executive Director Quay 7, East Pier, Breakwater Boulevard, V&A Waterfront, Cape Town, 8001

The below table contains the profiles of the Directors of Major Subsidiaries:

Paul Edmond Thompson Expertise and experience Chief Executive Officer Mr Thompson has more than 30 years’ IT experience locally and abroad, specializing in ICT Computer Science (Wits start-ups, ICT sales and strategy, ICT Business models and executive leadership. In 1991, he relocated University) to Europe and has had 13 years of international experience including three venture capital start-up Appointed: 1 October 2004 companies, finally being responsible for sales into Africa, Middle-East and Europe for Tivoli Software. Nationality: South African Mr Thompson is fluent in German and Spanish. In 2004 he moved back to South Africa to become a co-founder and CEO of Puleng Technologies. Steven Grant James Expertise and experience Executive Director Mr James has more than 30 years’ IT experience, holding numerous operational and technical Appointed: 1 October 2004 management positions within the Standard Bank of South Africa and for four years at global ICT giant Nationality: South African IBM, within their Enterprise Systems Management software division. As a founding member of Puleng Technologies, his focus has been to incubate and grow a technical and sales competency, which would be the cornerstone of building a reputable, sustainable and profitable company. Along with his business partners, Mr James’s strong passion for driving the technology direction, marketing and branding within Puleng, while building a winning team and culture has been a contributing factor to their growth and success. Abdul Malick Salie Expertise and experience Non-executive Director Mr Salie is a CA(SA) and has vast commercial and financial expertise. He has more than 15 years’ BCom(Hon), CA(SA) experience, holding numerous directorships in the Financial and Information Technology sectors. Appointed: 1 September 2016 Mr Salie is the head of corporate finance at AEEI and has held positions in various operational and Nationality: South African financial roles in multinational groups such as Vodacom, Pioneer Foods and the Naspers Group. He further has extensive experience in audit and regulatory environments both locally and internationally. Cherie Felicity Hendricks Expertise and experience Non-executive Director Miss Hendricks is the corporate affairs and sustainability director responsible for corporate affairs, which University of Cambridge include sustainability, regulatory compliance, corporate social investment and group communication. Programme for Sustainability She has more than 18 years’ experience in the AEEI Group and currently sits on the boards of the Leadership, Incite Group’s major investments and links the Group’s subsidiaries with the Group’s corporate office. Sustainability Executive Programme Appointed: 1 September 2016 Nationality: South African Khalid Abdulla Expertise and experience Non-executive Director Mr Abdulla is the Group chief executive officer of African Equity Empowerment Investments Limited MBA (UCT), BCompt and has been with the AEEI Group since 1999. He served as the CEO of various subsidiaries, i.e. the (Hons), CTA (Unisa), Project information technology and financial services businesses and as Group CFO in 2007 before being Management (UCT) appointed as Group CEO in November 2009. Appointed: 1 September 2016 Mr Abdulla has been appointed to and serves on various boards, committees and NGOs. He has over 30 Nationality: South African years’ commercial experience related to fishing, technology, health, biotherapeutics, events and tourism as well as financial services. He is a regular invitee and participant at the World Economic Forum in Africa as well as the Summer Davos in China. He was also a speaker for the Department of Trade and Industry at conference in the United Kingdom and Germany for “Investing into South Africa”. Mr Abdulla was the recipient of many awards, some of which includes being the overall winner of the Inaugural South African Vision 2030 Future Maker: Driver for Change 2017 Award and the overall winner by the Oliver Empowerment Awards as SA’s most Empowered Business leader of the year 2017. He was voted one of the best CEO’s in the country in 2016 by Financial Mail and was also ranked amongst the 10 best executives of 2015 by Financial Mail. He was the recipient of the prestigious Black Business Executive Circle (BBEC)/Absa Bank Kaelo Award (2010), for giving guidance and leadership to grow junior and middle management.

112 ANNEXURE 11

STRUCTURE OF THE AYO TECHNOLOGY GROUP

The AYO Technology Group structure as at the Listing Date, is set out below:

Note: AYO Technology holds a 50% plus 1 voting interest in Software Tech Holdings.

113 ANNEXURE 12

DETAILS OF MAJOR SUBSIDIARY OF AYO TECHNOLOGY

The table below sets out the details of the Major Subsidiary of AYO Technology as at the Last Practicable Date:

Registration Place of Issued share Nature of Date of Subsidiary Name Number Incorporation capital held Business incorporation ICT governance, Puleng Technologies (Pty) Ltd 2003/013399/07 South Africa 57 risk and compliance 1 October 2004

114 ANNEXURE 13

DETAILS OF MATERIAL ACQUISITIONS AND VENDORS

PULENG ACQUISITION

Date of Acquisition 1 October 2016 Consideration for the Acquisition and how it has been settled R29 430 000 settled as follows: –– R14 525 000 in cash; –– R5 425 000 in shares; and the balance of R9 480 000 is subject to profit warranty adjustments and payable in cash. This portion was discounted at acquisition date as it is payable at a future date.

Details of the valuation Discounted cash flow

Any goodwill paid and how such goodwill was or is to be An amount of R22 274 416 was recognized at acquisition and accounted for considered annually for impairment.

Any loans incurred or to be incurred to finance the acquisition Funded by way of loan from AEEI (see Annexure 14)

Nature of title or interest acquired 57% of the issued share capital of Puleng

Reason why 100% is not acquired Key management retain a vested interest in the business.

VENDORS – PULENG

Name of Vendors Ilayo Holdings Proprietary Limited (registration number:2002/014589/07) (“Ilayo”) Paul Edmond Thompson (Identity number: 610427 5132 086) Steven Grant James (Identity number: 651217 5155 082)

Shareholders of Ilayo Bongani Machlalela (Identity number: 680522 5729 082) Kwezile Nkanza (Identity number: 740424 1334 082)

Address of Vendors Riverview Business Park, Cnr Janadel Avenue and Bekker Road, Midrand

Asset acquired from Vendors As set out above

Date asset originally acquired by Vendors 1 October 2016

Price paid to Vendors (including transaction costs plus deferred As set out above and contingent considerations)

Effective date of acquisition of assets 1 October 2016

Were book debts guaranteed by Vendors? No

Were normal warranties provided by Vendors? Yes

Were restraints imposed on Vendors under the acquisition? None

Did the acquisition involve any liability for accrued taxation? No

Have the assets been transferred into the name of AYO Yes Technology or one of its Subsidiaries?

Have the assets been ceded or pledged? No

Reconciliation between amount paid and the net assets of Net asset value R9 321 423 Puleng acquired Non-controlling interest (R4 008 212) Goodwill R22 274 416 Purchase Price R27 587 627 The purchase price used was discounted at acquisition date as it is payable at a future date.

Direct or indirect beneficial interest of any promotor or Director No in the transaction The amount of any cash or securities paid or benefit given or Not applicable proposed to be paid or given, to any promoter, not being a director. 115 HEADSET SOLUTIONS ACQUISITION

Date of Acquisition 1 September 2016

Consideration for the Acquisition and how it has been settled R14 600 000 settled as follows: –– R4 724 000 in cash; –– R9 876 000 in AYO Technology shares; and the balance subject to renewal of primary principal distribution agreement.

Details of the valuation Discounted cash flow

Any goodwill paid and how such goodwill was or is to be An amount of R8 465 150 was recognized at acquisition and accounted for considered annually for impairment.

Any loans incurred or to be incurred to finance the acquisition Funded by way of loan from AEEI (see Annexure 14)

Nature of title or interest acquired 51% of the issued share capital of Headset Solutions

Reason why 100% is not acquired Key management retain a vested interest in the business.

VENDOR – HEADSET SOLUTIONS

Name of Vendor Communication Products Proprietary Limited (Registration number: 1962/000192/07) (“CPP”)

Shareholders of CPP Anthony Stewart Brown (Identity number: 601006 5085 089)

Address of Vendor Corner of Morkel and De Villiers, 13 Drama Street Somerset West, 7130

Asset acquired from Vendor As set out above

Date asset originally acquired by Vendor 1 September 2016

Price paid to Vendor (including transaction costs plus As set out above deferred and contingent considerations)

Effective date of acquisition of assets 1 September 2016

Were book debts guaranteed by Vendor? No

Were normal warranties provided by Vendor? Yes

Were restraints imposed on Vendor under the acquisition? None

Did the acquisition involve any liability for accrued taxation? No

Have the assets been transferred into the name of AYO Yes Technology or one of its Subsidiaries?

Have the assets been ceded or pledged? No

Reconciliation between amount paid and the net assets of Net asset value R12 029 118 Headset Solutions acquired Non-controlling interest (R5 894 268) Goodwill R8 465 150 Purchase Price R14 600 000

Direct or indirect beneficial interest of any promotor or No Director in the transaction

The amount of any cash or securities paid or benefit given Not applicable or proposed to be paid or given, to any promoter, not being a director.

116 ANNEXURE 14

MATERIAL BORROWINGS OF THE AYO TECHNOLOGY GROUP

Details of the material loans made to the AYO Technology Group, are set out below:

Reason Terms of Balance for loan repayment owing on (acquisition Loan and the Last Type of of assets or Amount Interest settlement Security Practicable Lender Borrower Loan other) (R) Rate date furnished Date (R) African Equity AYO Technology Group Funding of AYO R80 596 102 Prime bank No fixed None R80 596 102 Empowerment Solutions Limited loan Technology overdraft repayment Investments acquisitions and rate plus 3% terms Limited working capital

Note: The loan is not subject to any conversion or redemption rights. To the extent that this loan is called within 12 months post Listing period, it will be repaid from cash resources available to AYO Technology

117 ANNEXURE 15

DETAILS REGARDING PRINCIPAL PROPERTIES OCCUPIED

Details of the principle properties occupied by AYO Technology Group, which are leased by the AYO Technology Group, are set out below:

Unexpired No Owner Lessee Property Type Location/Address Rental term of lease Area (m2) Rosmead Avenue, 1. Rosmead Centre Joint Venture HST Office space Kenilworth, Cape Town R46 202 3.5 years 420sqm Simba Road, Sunninghill, 2. Vukile Property Fund Limited HST Office space Johannesburg R40 913 1.5 years 453sqm

118 ANNEXURE 16

MATERIAL CONTRACTS

AEEI MOU

1. AYO Technology concluded the AEEI MOU on 28 November 2017, in terms of which it recorded its intention to enter into a binding agreement in order subscribe for 99% of the issue share capital of Kilomix Investments (“Subscription Shares”) for a subscription consideration of R990 000 000 (nine hundred and ninety million Rand). The subscription consideration is to be settled in cash.

2. Kilomix Investments holds 30% of the issued share capital of BT.

3. In terms of the AEEI MOU, the BT Subscription will be subject to, and conditional upon, the fulfilment or waiver of the following suspensive conditions: 3.1 the board of directors of Kilomix Investments approving the issue of the Subscription Shares to AYO Technology; 3.2 the shareholders of Kilomix Investments approving the issue of the Subscription Shares to AYO Technology, in accordance with the Companies Act and the memorandum of incorporation of Kilomix Investments; 3.3 the board of directors of Kilomix Investments proposing that the shareholders of Kilomix Investments approve that the number of authorised shares in Kilomix Investments be increased to at least 2 000 ordinary shares of no par value, in accordance with the Companies Act and the memorandum of incorporation of Kilomix Investments; 3.4 the shareholders of Kilomix Investments approving that the number of authorised shares in Kilomix Investments be increased to at least 2 000 ordinary shares of no par value, in accordance with the Companies Act and the memorandum of incorporation of Kilomix Investments; 3.5 the shareholders of Kilomix Investments approving that the par value shares of Kilomix Investments be converted to no par value shares, in accordance with the Companies Act, the Companies Regulations, 2011, and the memorandum of incorporation of Kilomix Investments; 3.6 Kilomix Investments notifying BT UK of the transaction steps contemplated in the AEEI MOU; 3.7 Kilomax Investments waiving in writing any and all rights it may have to subscribe for the Subscription Shares; 3.8 the subsequent transaction steps as set out in AEEI MOU occurring and being implemented; and 3.9 to the extent that the BT Subscription constitutes a category 1 transaction for AEEI and/or AYO Technology as provided for in the JSE Listings Requirements, the shareholders of AEEI and/or AYO Technology (as applicable) approving such steps in accordance with the JSE Listings Requirements.

4. Kilomix Investments and AYO Technology will give to each other capacity and authority warranties usual in transactions of a similar nature.

5. Kilomix Investments will give to AYO Technology title warranties in relation to the Subscription Shares usual in subscription agreements.

119 BT ALLIANCE AGREEMENT

1. AYO Technology concluded the BT Alliance Agreement on 12 December 2017,

2. In terms of the BT Alliance Agreement AYO will be one of BT’s strategic partners in South Africa: 2.1 AYO Technology and BT will pursue opportunities with new clients, where there is scope for co-operation and/or complementatry products and/or services; 2.2 BT will partner with AYO Technology in pursuit of existing BT clients and new prospective clients that are international companies headquartered in South Africa (or with significant ICT requirements in South Africa), with ICT requirements that align to BT’s standard products and services, where such clients have particular B-BBEE requirements. Depending on the needs of the client, AYO Technology will generally act as the prime contractor, with BT acting as the subcontractor, however in certain circumstances BT may act as the prime contractor and AYO Technology as the subcontractor; 2.3 AYO Technology and BT will be entitled to market each others products and services in South Africa, on a “resell” basis or as part of a bundled solution; Either party may choose to buy products and/or services directly from each other and resell those products or services or they may choose to approach an opportunity together on a teaming basis; and 2.4 it is envisaged that a number of employees of BT may transfer to AYO Technology (on a secondment or a permanent basis) in order to operationalise and empower AYO Technology with the skills and intellectual property required to fulfil contracts awarded.

3. The BT Alliance Agreement, will commence and become effective, subject to the suspensive conditions that: 3.1 AYO Technology provides written confirmation to BT that its shareholding complies with the minimum B-BBEE standards, and shall continue to comply with the minimum B-BBEE standards following the effective date of the BT Alliance Agreement and on the date following the Listing (in this regard minimum B-BBEE standards means levels of Black shareholding that will allow clients to achieve the maximum benefit in respect of their preferential procurement of products and services from AYO Technology); 3.2 AYO Technology and BT agreeing on the terms upon which their products and services will be marketed to clients, which shall be regulated by a separate agreement to be concluded; 3.3 AYO Technology and BT agreeing on the terms of a consulting frame agreement in terms of which AYO Technology may procure agreed consulting services from BT; and 3.4 BT and AYO Technology concluding an addendum to a teaming agreement in relation to a request for proposal already submitted to a prospective client.

4. In relation to B-BBEE 4.1 BT undertakes and warrants to AYO to use its readonable endeavours to maintain at least a level 4 contributor status in terms of the B-BBEE Codes, subject to any adverse change in applicable law, financial environment, market conditions or business of BT; 4.2 AYO Technology undertakes and warrants to BT to maintain the following the minimum B-BBEE standards for the duration of the BT Alliance Agreement: 4.2.1 at least a level 4 contributor status in terms of the B-BBEE Codes; 4.2.2 at least 51% (fifty one per centum) Black owned and controlled measured using the flow-through principle, as contemplated in the relevant B-BBEE legislation (both in respect of exercisable voting rights and economic interest); and 4.2.3 at least 30% (thirty per centum) Black women owned and controlled measured using the flow-through principle, as contemplated in the relevant B-BBEE legislation (both in respect of exercisable voting rights and economic interest).

5. Ownership of intellectual property rights and deliverables for a project shall be specifically set out in the contract regulating such project. Notwithstanding the aforementioned, each party will remain the sole owner of all intellectual property rights and trademarks belonging to such party prior to the entering into of any contractual relationship with each other to provide products and/or services to a client in a prime contractor/subcontractor relationship or developed or acquired outside the scope of such contractual relationship.

6. BT has the right to terminate the BT Alliance Agreement if the minimum B-BBEE standards are not maintained.

7. The BT Alliance Agreement will commence on the effective date and continue for a period of 7 (seven) years, unless terminated in terms of the BT Alliance Agreement, whereafter the terms of the BT Alliance Agreement may be extended by the parties in writing on such terms and conditions as agreed between them.

8. Following a period of 24 (twenty four) months from the effective date, either BT or AYO Technology may terminate the BT Alliance Agreement for convenience on 3 (three) months’ written notice delivered to the other party prior to the date of termination set forth in such notice. Termination of the BT Alliance Agreement shall not affect the validity of any other binding commitments made between the parties.

120 ANNEXURE 17

PRIVATE PLACEMENT DETAILS

In addition to the information contained on the front cover and in the body of the Pre-listing Statement, the following will apply in respect of the Private Placement. Please note: Only persons who are Invited Investors and who fall within the categories envisaged in section 96(1)(a) of the Companies Act or who purchase or subscribe for Private Placement Shares, the subscription cost of which is not less than R1 000 000 per single addressee acting as principal (as contemplated in section 96(1)(b) of the Companies Act), are entitled to participate in the Private Placement.

1. CONDITIONS PRECEDENT The Listing is conditional on shareholders of AEEI voting in favour of the resolutions required to issue the Private Placement Shares and the B-BBEE Consortium Shares at the General Meeting, (ii) all Private Placement Shares being placed in terms of the Private Placement and (iii) AYO Technology obtaining the requisite shareholder spread as required in terms of the JSE Listings Requirements. Should any of these Conditions Precedent fail, the Private Placement and any acceptance thereof shall not be of any force or effect and no person shall have any claim whatsoever against AYO Technology or any other person as a result of the failure of the conditions.

2. TERMS OF THE PRIVATE PLACEMENT 2.1 The Private Placement does not constitute an invitation to the public to subscribe for shares in AYO Technology and is only directed at Invited Investors. 2.2 The Private Placement Shares will only be issued in Dematerialised form. No certificated Private Placement Shares will be issued. 2.3 No fractions of Private Placement Shares will be offered in terms of the Private Placement. 2.4 The Private Placement will not be underwritten. 2.5 The Board reserves the right to accept or refuse any application for Private Placement Shares, either in whole or in part, or to reduce any or all application(s) (whether or not received timeously) in such manner as it may in its sole and absolute discretion determine. The Board will consider, inter alia, the spread requirements of the JSE, the liquidity of the Shares, the level of Black shareholding required and the potential shareholder base that the Board wishes to achieve when making such decision. 2.6 The Board may accept or reject, in whole or in part, any application should the terms contained in the Pre-listing Statement, of which the Application Form forms part, and the instructions therein not be properly complied with. 2.7 Neither AYO Technology, nor PSG Capital, nor any of their Directors or employees accept any responsibility, nor will they be held liable, for any damages or loss suffered by any applicant as a result of any inability by such parties to allocate Private Placement Shares, as a result of an illegible Application Form or as a result of rejecting any applications or reducing any allocations of Private Placement Shares applied for in the Application Form.

3. PROCEDURES FOR ACCEPTANCE 3.1 Invited Investors are to provide PSG Capital, with their completed Application Form by 17:00 on Friday, 15 December 2017. Invited Investors will be informed of their allocated Private Placement Shares, if any, by Monday, 18 December 2017. Invited Investors must make the necessary arrangements to enable their CSDP or Broker, as the case may be, to make payment for the allocated Private Placement Shares on settlement date. The allocated Private Placement Shares will be transferred, on a “delivery-versus-payment” basis, to successful applicants on the settlement date, which is expected to be Thursday, 21 December 2017. 3.2 The following persons may not participate in the Private Placement: 3.2.1 any person who does not fall within any of the categories envisaged in section 96(1)(a) of the Companies Act or who does not purchase or subscribe for Private Placement Shares, the acquisition cost of which is not less than R1 000 000 acting as principal (as contemplated in section 96(1)(b) of the Companies Act); 3.2.2 any person who may not lawfully participate in the Private Placement; and/or 3.2.3 any person who is not an Invited Investor. 3.3 No applications will be accepted after 17:00 on Friday, 15 December 2017. 3.4 Applications submitted by Invited Investors are irrevocable and may not be withdrawn once received by PSG Capital. 3.5 Application Forms must be completed in accordance with the provisions of this Pre-listing Statement and the instructions contained in the Application Form, which is attached to this Pre-listing Statement (grey). 3.6 Copies or reproductions of the Application Form will be accepted at the discretion of the Directors. 3.7 Any alterations to the Application Form must be authenticated by full signature. 3.8 Receipts will not be issued for applications, application monies or supporting documents received. 3.9 Each application will be regarded as a single application. 3.10 Other than as detailed in the Application Form, no documentary evidence of capacity to apply need accompany the Application Form, but AYO Technology reserves the right to call upon any applicant to submit such evidence for noting and, which evidence will be held on file with AYO Technology or the Transfer Secretaries or returned to the applicant at the applicant’s risk. 3.11 The Directors reserve the right to accept or refuse any applications, either in whole or in part, or to abate any or all applications (whether or not received timeously) in such manner as they may, in their sole and absolute discretion, determine.

121 4. ISSUE AND ALLOCATION OF THE PRIVATE PLACEMENT SHARES 4.1 All Private Placement Shares subscribed for in terms of the Private Placement will be issued at the expense of AYO Technology. 4.2 It is intended that notice of the allocations will be given by Monday, 18 December 2017. 4.3 Successful applicants’ accounts with their CSDP or Broker will be credited with the allocated Private Placement Shares on the settlement date, expected to be Thursday, 21 December 2017, on a “delivery-versus-payment” basis.

5. PAYMENT AND DELIVERY OF THE PRIVATE PLACEMENT SHARES 5.1 No payment should be submitted with the Application Form delivered to PSG Capital. Applicants must make the necessary arrangements to enable their CSDP or Broker to make payment for the allocated Private Placement Shares on the settlement date, which is expected to be Thursday, 21 December 2017, in accordance with each applicant’s Custody Agreement with their CSDP or Broker. 5.2 The allocated Private Placement Shares will be transferred, on a “delivery-versus-payment” basis, to successful applicants on the settlement date, which is expected to be Thursday, 21 December 2017. 5.3 The applicant’s CSDP or Broker must commit to Strate to the receipt of the applicant’s allocation of Private Placement Shares against payment on Wednesday, 20 December 2017 or such other day as advised by the Company. 5.4 On the settlement date, the applicant’s allocation of Private Placement Shares will be credited to the applicant’s CSDP or Broker against payment during the Strate settlement runs, prior to the opening of the market. 5.5 The CSDP or Broker concerned will receive and hold the Dematerialised Private Placement Shares on the applicants’ behalf.

6. REPRESENTATION AND WARRANTY 6.1 Any Invited Investor applying for or accepting the Private Placement Shares in the Private Placement shall be deemed to have represented to AYO Technology that such Invited Investor was in possession of a copy of this Pre-listing Statement at that time. 6.2 Any Invited Investor applying for or accepting the Private Placement Shares in the Private Placement shall be deemed to have warranted and undertaken to AYO Technology that such Invited Investor is a person falling within the categories envisaged in section 96(1)(a) of the Companies Act or that such Invited Investor’s placement consideration will be above the amount prescribed in terms of section 96(1)(b) of the Companies Act, and that such Invited Investor is therefore entitled to participate in the Private Placement. 6.3 Any party applying for or accepting Private Placement Shares on behalf of another Invited Investor shall be deemed to have represented to AYO Technology that they are duly authorised to do so and warrant that they and the purchaser for whom they are acting as agent are duly authorised to do so in accordance with all relevant laws and such Invited Investor guarantees the payment of the Placement Price and that a copy of this Pre-listing Statement was in the possession of such Invited Investor for whom they are acting as agent.

7. APPLICABLE LAW The Private Placement, applications, allocations and acceptances will be exclusively governed by the laws of South Africa and each Invited Investor will be deemed, by applying for Private Placement Shares, to have consented and submitted to the jurisdiction of the courts of South Africa in relation to all matters arising out of or in connection with the Private Placement.

8. STRATE 8.1 Shares may be traded on the JSE only in electronic form (as Dematerialised Shares) and will be trading for electronic settlement in terms of Strate immediately following the Listing. 8.2 Strate is a system of “paperless” transfer of securities. If you have any doubt as to the mechanics of Strate please consult your Broker, CSDP or other appropriate advisor and you are referred to the Strate website (http://www.strate.co.za) for more detailed information. 8.3 Some of the principal features of Strate are: 8.3.1 electronic records of ownership replace certificates and physical delivery of certificates; 8.3.2 trades executed on the JSE must be settled within three business days; 8.3.3 all investors owning Dematerialised shares or wishing to trade their securities on the JSE are required to appoint either a Broker or a CSDP to act on their behalf and to handle their settlement requirements; and 8.3.4 unless investors owning Dematerialised shares specifically request their CSDP to register them as an “own- name” holder (which entails a fee), their respective CSDP’s or Broker’s nominee company holding shares on their behalf, will be the holder (member) of the relevant company and not the investor. Subject to the agreement between the investor and the CSDP or Broker (or the CSDP’s or Broker’s nominee company), generally in terms of the rules of Strate, the investor is entitled to instruct the CSDP or Broker (or the CSDP’s or Broker’s nominee company), as to how it wishes to exercise the rights attaching to the shares and/or to attend and vote at shareholder meetings.

9. OVER-APPLICATION 9.1 In the event of an over-application for Private Placement Shares, the Board shall, in its sole discretion, determine an appropriate allocation mechanism, however preferential treatment may be given to applicants that bid high in the Private Placement. In considering same, the Board will also take into account the spread requirements of the JSE, the liquidity of the Shares, the level of Black shareholding required and consider the potential shareholder base that the Board wishes to achieve. 9.2 Depending upon the level of demand, Invited Investors may receive no Private Placement Shares or fewer than the number of Private Placement Shares applied for. Any dealing in Shares prior to delivery of the Private Placement Shares is entirely at the Invited Investor’s own risk.

122 ANNEXURE 18

AYO TECHNOLOGY INCENTIVE SCHEME TRUST DEED

This Annexure 18 contains extracts of various provisions from the AYO Technology Incentive Scheme Trust Deed. In each case, the numbering and wording below matches that of the applicable provisions in the AYO Technology Incentive Scheme Trust. For a full appreciation of the provisions of the AYO Technology Incentive Scheme trust, Shareholders are referred to the full text of the AYO Technology Incentive Scheme trust, which is available for inspection, as provided for in paragraph 27 of this Pre-listing Statement.

2. CONSTITUTION AND OBJECT 2.4 The main object and purpose of the Company adopting the Share Scheme is the incentivisation and retention of Employees and to this extent the Share Scheme as contemplated in this Trust Deed will not to be used for trading purposes. The Trust is adopted to facilitate and govern the implementation of the Share Scheme. Employees, as beneficiaries of the Share Scheme, shall be provided with an incentive to advance the interests and growth of the Group Companies by awarding to them in terms of the Share Scheme the opportunity to acquire and obtain the benefit of Shares in the Company.

4. TRUSTEES 4.1 Reverend Vukile Charles Mehana, Salim Young and Takudzwa Tanyaradzwa Hove are hereby appointed as the First Trustees of the Trust and they accept such appointment by their signatures to this Deed, including, without limitation, their obligation to administer the Trust property from time to time and to further the object of the Trust in accordance with the provisions of this Deed. 4.2 The number of Trustees shall at all times not be less than 2 (two) nor more than 5 (five). 4.3 A Trustee may not be or become a Beneficiary under this Trust whilst acting as a Trustee. 4.4 Executive Directors of the Company may not be appointed as Trustees of the Trust. Non-executive Directors, subject to any restriction contained in the Act, may be appointed as Trustees, provided they do not benefit from the Scheme.

6. TERMINATION OF OFFICE AS A TRUSTEE Each Trustee shall remain in office until such Trustee ceases to hold office as contemplated in this clause 6. A Trustee shall cease to hold office as such upon – 6.1 such Trustee’s estate being sequestrated; or 6.2 such Trustee having become incapacitated in law to hold the office of trustee, in the circumstances as contemplated in section 20(2) of the Trust Property Control Act; or 6.3 such Trustee having been removed from office at any time if the Board is of the opinion that such Trustee is not fulfilling his role as contemplated herein; or 6.4 the Board giving one calendar month’s notice in writing to such Trustee that such Trustee has been removed from office; or 6.5 such Trustee having resigned at any time on giving one calendar month’s notice in writing to the Company, provided that the Board may, at the request of a Trustee, waive the full period of notice; or 6.6 such Trustee becoming disqualified, in terms of the Act or any other law or regulation, from holding an appointment as a director of a company (or similar position); or 6.7 such Trustee having been removed from a position of trust or as a trustee from another trust with similar provisions as described in this clause 6; or 6.8 such Trustee becoming a Participant under the Scheme.

7. SUCCESSION AND APPOINTMENT OF TRUSTEES 7.1 Upon any Trustee succeeding to office as Trustee, he shall, in his representative capacity, automatically become vested with the assets and liabilities of the Trust and in every way, with immediate effect, take the place of and assume the powers and duties of the Trustee whom he has succeeded. 7.2 On any Trustee ceasing to hold office for any reason whatsoever, the Board may, subject to clause 4, appoint a successor, but who may not be – 7.2.1 a Beneficiary; 7.2.2 an executive Director of the Company; or 7.2.3 disqualified from holding such office by virtue of the provisions of clause 6, as a Trustee to fill the vacancy. 7.3 The Board shall be entitled from time to time to appoint additional trustees, subject to the maximum number of Trustees and other restrictions provided for in clauses 4 and 7.2 above.

123 8. POWERS OF TRUSTEES 8.1 The Trustees shall, in addition to such other powers as may be conferred upon them by law or in terms of this Deed (whether express or implied), and subject to any other provisions of this Deed and any applicable peremptory statutory or regulatory provisions have the following powers – 8.1.1 to implement the main object and purpose of the Trust as contemplated in clause 2.4; 8.1.2 to implement the principles of the Share Scheme; 8.1.3 to acquire Shares for purpose of the Share Scheme, either by original subscription, purchase through the market or otherwise, exchange or any other means, and upon such terms as they in their discretion may deem fit, provided that – 8.1.3.1 any Shares purchased through the market will not be taken into account when calculating the number of Shares utilised by the Share Scheme; 8.1.3.2 the provisions of paragraphs 3.63 to 3.74 of the JSE Listings Requirements apply mutatis mutandis to any dealings by the Trustees, save for the circumstances pursuant to paragraph 3.92 being present; and 8.1.4 Shares may not be purchased during a prohibited period (as defined in the JSE Listings Requirements), unless the Scheme has in place a purchase programme where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and has been submitted to the JSE in writing prior to the commencement of the prohibited period. The Company must instruct an independent third party, which makes its investment decisions in relation to the Shares independently of, and uninfluenced by, the Company, prior to the commencement of the prohibited period to execute the purchase programme submitted to the JSE; 8.1.5 to acquire any other marketable securities, whether in the Company or otherwise, either by original subscription, purchase (including the purchase of securities through the stock market in order to satisfy any obligations in terms of the Scheme), exchange or any other means, and upon such terms as they in their discretion may deem fit provided that the acquisition thereof falls within, or is ancillary to, the scope of the main object and purpose of the Trust as contemplated in clause 2.4; 8.1.6 to sell, exchange, donate, alienate, pledge, encumber or in any other manner deal with, dispose of or transfer Shares or the marketable securities as contemplated in 8.1.5 upon such terms as they in their discretion may deem fit; 8.1.7 to participate in any Rights Offer or Capitalisation Issue (including any dividend capitalisation issue) of the Group Companies or in respect of any other company (to the extent applicable); 8.1.8 to buy back Shares or other marketable securities from Participants and to sell such Shares or marketable securities to the Company if the Company lawfully wishes to acquire its own Shares or other Group Company shares or to acquire such marketable securities; 8.1.9 to acquire assets for such purposes and upon such terms as they in their discretion may deem fit, provided that the acquisition of such assets falls within, or is ancillary to, the scope of the main object and purpose of the Trust as contemplated in clause 2.4; 8.1.10 to take and act upon any expert or professional advice that may be required for any purposes of the Scheme; 8.1.11 subject to any applicable statute, to open and operate accounts of all descriptions with registered financial institutions as may be required for the efficient administration of the Scheme; 8.1.12 to draw, accept, make or endorse cheques, bills of exchange or promissory notes for and on behalf of the Trust in administering the Scheme; 8.1.13 to exercise all rights conferred by shares and any other assets beneficially held by the Trust including voting rights, rights of conversion and redemption, rights to take up further allotments of shares (including by way of rights or Capitalisation Issues) and the like as they in their discretion may deem fit. As indicated in clause 37.4, Shares held by the Trust will not have their votes at general or annual general meetings taken into account for the purposes of resolutions proposed in terms of the Listings Requirements; 8.1.14 to invest the surplus moneys of the Trust in such investments as they in their discretion may determine and to realise any such investment and to reinvest the proceeds thereof; 8.1.15 subject to the provisions of the Act, and with the prior written approval of the Board, to borrow or raise moneys from Group Companies or any other third party for the purposes of the Share Scheme (including for the purposes of subscribing for or purchasing Shares or other marketable securities), on such terms as they in their discretion may deem fit; 8.1.16 to delegate to any person the performance of any acts which they are entitled to perform or exercise under this Deed; 8.1.17 subject to the provisions of the Act, and with the prior written approval of the Board, to make loans to any persons (including Participants), whether interest-bearing or otherwise or whether secured or unsecured, for any purpose considered by the Trustees to be within, or is ancillary to, the scope of the main object and purpose of the Trust as contemplated in clause 2.4; 8.1.18 instead of acting personally, to employ, and to pay, any attorney or any other person to transact business or do any act of whatsoever nature to be done pursuant to this Deed provided that any reasonable payment made in terms hereof shall be refunded to the Trustees by the Trust and/or the Company; and 8.1.19 to exercise such further rights, powers and authorities as may from time to time be conferred upon them under the Share Scheme or by resolution of the Board or, if applicable, by Shareholders in general meeting.

124 8.2 The Trustees shall have – 8.2.1 full capacity to contract on behalf of the Trust, subject always to such limitations, if any, as may be imposed by this Deed, provided that, subject to any applicable statute, they will under no circumstances be personally liable in respect of any such contract; and 8.2.2 locus standi in judicio and be capable of bringing, defending, opposing, withdrawing, settling and/or otherwise acting in connection with any proceedings whatsoever in or before any court, or in any arbitration, or before any other forum, provided that all costs reasonably incurred by them in that regard shall be for the account of the Trust; 8.2.3 without in any way derogating from the powers and authorities hereinbefore vested in the Trustees, such ancillary and/or additional powers as shall be necessary or requisite (including the power to sign all necessary or requisite documentation) to enable them from time to time to deal with all matters appertaining to the Trust and the Share Scheme hereunder in such manner as they shall in their discretion deem advisable in the interests of the Trust and/or any Beneficiary hereunder; 8.2.4 the power to pay any surplus funds held by the Trust from time to time (after discharging liabilities and having made provision for contingent liabilities) to the Company; 8.2.5 the power, in their sole discretion, to resolve to distribute any income and/or capital assets of the Trust to the Company in which event such income and/or capital assets shall vest in the Company in the financial year in which such resolution was passed.

10. VOTING OF TRUSTEES Decisions of Trustees shall be passed by majority of votes of the Trustees present at the meeting, provided that in the event that there are, at any time, only 2 (two) Trustees in office, a decision of the Trustees shall be the unanimous decision of both of them.

14. REMUNERATION OF TRUSTEES 14.1 The Trustees may receive for their services as trustees such remuneration as may from time to time be approved by the Board. 14.2 The Trustees shall be entitled to be reimbursed for all expenses incurred by them in connection with the execution of their duties as trustees, including, if for any reason they are at any time required to furnish security, the costs from time to time of furnishing such security.

16. ACQUISITION BY TRUST AND FINANCIAL ASSISTANCE TO THE TRUST 16.1 The Board may from time to time offer Shares to the Trust or grant options to such Shares to the Trust in respect of Shares which do not exceed the scheme allocation determined in terms of clause 19 below. The Shares referred to in this clause 16.1, or any options in respect thereof are intended to enable the Trustees (in addition to any other Shares acquired by the Trust in terms of this Deed) to fulfil any obligations to Participants or otherwise from time to time in terms of this Deed. The provisions of clause 26.1 shall apply mutatis mutandis to any applicable provisions of this clause 16.1. 16.2 Subject to the provisions of this Deed, the purchase or subscription price of Shares acquired by the Trust pursuant to the Share Scheme, the costs incurred in the acquisition of such Shares, any duties payable upon the transfer of Shares, any disbursements and expenditure incurred by the Trustees in their capacity as such, any amount due to the Trustees in terms of clause 14, any amount in respect of which a Trustee has been lawfully indemnified in terms of clause 15 and any money required to effect any loans under the Share Scheme or to comply with the obligations of the Trustees under this Trust Deed or repayment of any previous borrowings by the Trustees shall be met out of – 16.2.1 loans to be made to the Trust by any of the Group Companies in accordance with the provisions of sections 44 and 45 of the Act; 16.2.2 contributions, awards or funds other than in the form of a loan, to be provided to the Trust by any of the Group Companies; 16.2.3 loans by third parties (plus any interest thereon) to the Trust to be procured by the Board upon such terms as the Board is able to arrange having due regard to the provisions of sections 44 and 45 of the Act; and 16.2.4 the Trust’s own resources, if any, as the Board may from time to time direct. The Company undertakes to ensure that the Trust shall at all times be in a position to fund the acquisition by it (whether by purchase or subscription) of Shares under the Share Scheme. 16.3 Any loss incurred by the Trust pursuant to the implementation of the Share Scheme shall be borne by the Company or the applicable Group Company/s unless the Board determines to the contrary. 16.4 The Trust shall not be entitled to any capital gain or profit on any transactions undertaken by it (including in relation to any Shares) and no such capital gain or profit shall accrue to it, unless the Board determines in writing to the contrary. The Trust (unless the Board determines in writing to the contrary) shall cede and transfer to the Company or the applicable Group Company/s from time to time upon request, as a quid pro quo for clauses 16.3 and 36.4, its right to any capital gain or profit, which may arise from any such transaction undertaken by it.

18. AWARDING OF OPTIONS 18.1 The Board, subject to clause 19.4, may from time to time instruct and authorise the Trustees in writing to award Options to such Employees selected by it to participate in this Scheme (“the Resolution”). The Resolution shall specify the name of the Employee, the number of Options, the Option Date, the Strike Price and any other relevant terms and conditions as may be determined by the Board. Each such Option shall be offered for purchase at the Strike Price. The Trustees shall as soon as practicable award the Options to the persons named in the Resolution, which award shall be in writing and specify the number of Options, the Option Date, the Strike Price, the obligation of the Participant to adhere strictly to the terms of this Deed (which shall be made available at all times to any Participant) and any other relevant terms and conditions as may be determined by the Trustees. 18.2 All Options shall be subject to the provisions of the Trust Deed.

125 18.3 The Board shall determine Employees selected to participate in this Scheme and the number of Options awarded to such Employees based on the main object and purpose of the Trust (as contemplated in clause 2.4) and having regard to incentivising Employees based on recommendations by management and directors of the Company and/or any other Group Companies, to the extent applicable. 18.4 The frequency of the awarding of Options (including any new or additional Options from time to time) shall be determined by the Board from time to time. 18.5 The Board shall be under no obligation to award any Options to Employees or to award the same or similar amount of Options to Employees.

19. PARTICIPATION ALLOCATION AND AMOUNT 19.1 The persons eligible for participation in the Share Scheme shall be such Employees determined in accordance with the provisions of this Trust Deed. 19.2 The modus operandi in terms whereof the Trust procures or acquires Options or Shares for the purposes hereof shall be in terms of clause 16.1 above or as otherwise determined between the Board and the Trustees. 19.3 The maximum aggregate number of Shares that may be utilised for the purposes of this Share Scheme, shall not exceed 2 600 000 (two million six hundred thousand) Shares. 19.4 The maximum number of Shares that may be acquired by any one Beneficiary in terms of the Share Scheme, shall not exceed 700 000 (seven hundred thousand) Shares. 19.5 The limits contained in clauses 19.3 or 19.4 are subject to any adjustment in terms of clause 26 below. 19.6 Save as expressly indicated otherwise in this Trust Deed, Scheme Shares shall in all respects rank pari passu with ordinary issued Shares of the Company, including as to voting, dividend, transfer and other rights and as to rights arising on a liquidation of the Company. 19.7 The Company shall make timeous application for any listing on the JSE of the Scheme Shares (to the extent applicable).

20. OPTIONS 20.1 An Option – 20.1.1 shall be awarded on the basis that if the Option is exercised the purchase price payable by the Beneficiary concerned will be the Strike Price; 20.1.2 shall, save to any extent permitted in terms of this Trust Deed, be personal to and only capable of being accepted by the Beneficiary to whom it is granted 20.1.3 shall be exercised within the relevant period specified in terms of this Deed; 20.1.4 shall be exercised in writing and duly signed by the Beneficiary concerned or, if after his death it is capable of being exercised by the executors of his estate, by such executors. Such exercise shall include a physical address (and, if available, a telefax number or e-mail address), which address (and telefax number or e-mail address) shall constitute the domicilium citandi et executandi of such Beneficiary for all purposes in terms of the Scheme. Any notice addressed to the said domicilium of such Beneficiary shall, if sent by prepaid registered post, be deemed to have been received on the 5th (fifth) day after posting (unless the contrary is proved) and shall, if delivered by hand to a responsible person during ordinary business hours, be deemed to have been received on the day of delivery (unless the contrary is proved) and shall, if sent by telefax or e-mail, be deemed to have been received on the date of despatch (unless the contrary is proved). Notwithstanding anything to the contrary contained in this clause 20.1.4 any notice actually received by a Beneficiary shall be an adequate notice for the purposes hereof notwithstanding the fact that it was not sent to or delivered to the said domicilium of the Beneficiary; 20.1.5 shall, as to the number thereof awarded from time to time to any Beneficiary, be determined by the Board, in its discretion; 20.1.6 may be awarded from time to time during the existence of the Scheme (subject always to clause 19); 20.1.7 may only be exercised in respect of 100 (one hundred) Shares or multiples thereof at a time, or in full (if permitted in terms of this Deed); 20.1.8 shall, pursuant to the exercise of an Option, be settled upon a Beneficiary only by way of the delivery of Shares and a Beneficiary shall not be entitled to receive cash in lieu of Shares (it being recorded that, for the purposes of International Financial Reporting Standard 2, the aforegoing shall be an equity-settled share- based payment transaction); 20.1.9 shall be awarded on the basis that the number of Scheme Shares to be delivered to a Beneficiary, and the discharge of the Strike Price in respect of such Shares, shall be on a delivery versus payment method in accordance with the provisions of this Trust Deed; and 20.1.10 shall be governed by the provisions of this Trust Deed, to which the Beneficiary shall strictly adhere. 20.2 Save to any extent contemplated to the contrary in this Trust Deed, the risk in the Scheme Shares shall pass to the Beneficiary on the exercise of the Option. 20.3 Ownership or any other vested rights in and to the Scheme Shares shall only pass to the Beneficiary on delivery in terms of clause 23 and against payment of the Strike Price and fulfilment of any other obligations of the Beneficiary in terms of this Deed. 20.4 Delivery and registration of Scheme Shares to a Beneficiary shall only take place subject to compliance with the provisions of clause 20.3 and any other applicable provisions of this Deed.

126 20.5 An Option shall immediately lapse – 20.5.1 to the extent that it is not exercised within the Exercise Period of such Option; or 20.5.2 prior to the exercise of the Option, if the Beneficiary to whom such Option has been granted, is dismissed from employment by a Group Company on grounds of misconduct, poor performance, dishonesty or fraudulent conduct; or 20.5.3 prior to the exercise of the Option, if the Beneficiary to whom such Option has been granted, ceases to be employed by any Group Company for any reason whatsoever, save to any extent expressly contemplated in terms of clause 25 below; or 20.5.4 to the extent contemplated in terms of this Trust Deed; or 20.5.5 upon the Beneficiary making application for the voluntary surrender of his estate or his estate becoming subject to any provisional or final order for its sequestration or upon any attachment of any interest of a Beneficiary under the Scheme unless the Board in its discretion passes a resolution to the contrary within 60 (sixty) days of such voluntary surrender, sequestration or attachment. 20.6 Neither an Option, nor any rights awarded thereunder may be transferred, ceded, pledged or alienated in any way whatsoever, save as may be expressly permitted in terms of this Trust Deed.

21. OPTION EXERCISE 21.1 Options forming part of any Employee Allocation shall only be capable of being exercised in terms hereof (during the Exercise Period) on the basis of – 21.1.1 25% (twenty-five percent) thereof vesting as at the 2nd (second) anniversary of the Option Date (“First Vesting Date”); 21.1.2 25% (twenty-five percent) thereof vesting as at the 3rd (third) anniversary of the Option Date (“Second Vesting Date”); 21.1.3 25% (twenty-five percent) thereof vesting as at the 4th (fourth) anniversary of the Option Date (“Third Vesting Date”); and 21.1.4 25% (twenty-five percent) thereof vesting as at the 5th (fifth) anniversary of the Option Date (“Fourth Vesting Date”). 21.2 An Option must be exercised during the applicable Exercise Period of such Option (“Option Exercise Date”) and such exercise, and the Scheme Shares acquired pursuant to such exercise, shall be governed by the applicable provisions of this Trust Deed. For the avoidance of any doubt, and having regard to the provisions of clauses 20.5.1 and 21.1, the Exercise Period for Options falling due at the First Vesting Date, the Second Vesting Date, the Third Vesting Date and the Fourth Vesting Date (as the case may be) shall be within 30 (thirty) days of each of such First Vesting Date, Second Vesting Date, Third Vesting Date and Fourth Vesting Date (as the case may be). 21.3 The Board, in its discretion, may instruct the Trustees to reach more favourable alternative arrangements with Participants or the relevant executor or legal representative in regard to the date or time limits of the lapsing of an Option or the exercising of an Option or the date of payment of the Strike Price (including in respect of any dates or time limits contemplated in clauses 20, 21, 24 and 26 hereof) or the manner for effecting payment thereof, provided that any such extension of dates or time limits shall not exceed 12 (twelve) months. 21.4 Failure by a Beneficiary to exercise an Option timeously in accordance with the provisions of this clause 21 shall result in the lapsing of such Option. 21.5 Failure by a Beneficiary to comply faithfully and timeously with all his obligations in terms of the Trust Deed shall result in the immediate lapsing of his Options unless the Board instructs the Trustees to the contrary.

24. FINANCIAL ASSISTANCE TO BENEFICIARIES 24.1 Subject to the provisions of the Act and in amplification of clauses 8.1.15 and 8.1.17, in respect of any Beneficiary (or the relevant executor or legal representative of a Beneficiary’s deceased estate) (“Borrower”) who has exercised all or part of his Options in such manner as is contemplated in terms of this Trust Deed, the Trustees (“Lender”) shall, in their absolute and unfettered discretion, with the prior written approval of the Board, be entitled to provide financial assistance to the Borrower for the purpose of assisting the Borrower in fulfilling the monetary obligations arising due to the exercise of all or part of his Options in terms of this Trust Deed, which obligations shall include, inter alia, the payment of the Strike Price in respect of such Options so exercised and any Beneficiary Taxation (“the loan”), subject to the following terms and conditions – 24.1.1 the Borrower shall be required to provide the Lender with a deposit equal to at least 10% of the loan value in cash on the applicable Option Exercise Date; 24.1.2 the Borrower shall be required, in a separate agreement, to pledge in securitatum debiti such number of Shares (whether or not they are the Scheme Shares to be delivered to the Borrower as contemplated in this clause 24) as is equal to (or more than) 130% (one hundred and thirty percent) of the loan value, unless the Trustees on reasonable grounds decide otherwise, with the value of such security to be calculated in mutatius mutandis the same manner as the Strike Price (“the security”); 24.1.3 to the extent that the value of the security as calculated by the Lender continues to fall below aforementioned percentage in clause 24.1.2 above for a period of at least 5 (five) business days, the Lender shall be entitled to forthwith perfect all or part of the security so as to reduce any outstanding balance in respect the loan and in so doing restore the requisite percentage cover, to the extent additional security is not provided by the Borrower;

127 24.1.4 any outstanding balance in respect of the total amount borrowed by the Borrower from time to time shall attract interest at the South African Revenue Services fringe benefit rate, which shall accrue and be compounded annually in arrears and be payable annually by the Borrower; 24.1.5 the capital amount outstanding in respect of the loan, together with all interest accrued thereon, must be paid in full within 3 (three) years of such capital amount having been advanced to the Borrower by the Lender; 24.1.6 subject to the provisions of clause 25 and notwithstanding the provisions of clause 24, if the Borrower ceases to be an Employee at any time while any amount (whether capital or interest) in respect of the loan is outstanding, the full amount of the loan plus all interest that accrues thereon shall become due and payable within 7 (seven) days of written notice thereof by the Lender to the Borrower and interest at the prime rate of interest plus 3% (Three Percent) shall be payable on any outstanding amount unless the Lender resolves otherwise. The Lender shall furthermore be entitled forthwith to perfect all or part of the security so as to effect repayment of the full loan amount, including interest that may be outstanding.

33. AMENDMENTS TO THE TRUST DEED 33.1 Subject to – 33.1.1 the approval by Shareholders and/or the JSE, if and to the extent that such approval/s are required in terms of any law and the JSE Listings Requirements (including schedule 14 of the JSE Listings Requirements); and 33.1.2 compliance with any applicable law and the JSE Listing Requirements (including the provisions contained in paragraph 14.1 of Schedule 14 of the JSE Listing Requirements), this Deed may be amended from time to time by written agreement between the Board and the Trustees. For the avoidance of doubt, to the extent that any such amendment relates specifically to matters listed in paragraph 14.1 of Schedule 14 of the JSE Listings Requirements, such amendment shall require the approval of an ordinary resolution to this effect, which resolution shall be approved by not less than a 75% (seventy-five percent) majority of the votes cast in respect of such resolution by all Shareholders present in person or by proxy at the general meeting to approve such resolution and duly authorised to vote in terms of paragraph 14.2 of Schedule 14 of the JSE Listings Requirements. 33.2 Subject to clause 33.1, if the implementation of any provision of this Deed is rendered impossible or impracticable by reason of any change in law at any time after the signing of this Deed, the Board shall have the power, with the approval of the Trustees, to amend this Deed in such manner as will result in it being capable of practical implementation in terms of the law then in force so as to result in the Trust, the Group and the Participants enjoying such rights as confer, in the opinion of the Auditors (acting as experts and not as arbitrators and whose determination shall be final and binding) for the time being of the Company, substantially the same degree of benefit on them as would have been enjoyed by them but for such amendments and change in law.

36. TERMINATION OF THE TRUST 36.1 The Trustees shall be entitled in their discretion to terminate the Trust – 36.1.1 should all Options awarded by it to Employees have been exercised and the Trust has received payment in full of any amounts owed to it by the Participants; or 36.1.2 the Board resolves that the Trust shall be terminated; or 36.1.3 should the Company, the Trustees and the Participants (if any) who have vested rights in terms of this Deed, agree in writing to terminate the Trust. 36.2 Upon termination of the Trust, the Trustees shall be entitled in their discretion to release the assets of the Trust and wind- up the affairs of the Trust and pay over to the Company any surplus funds (after having discharged all liabilities) remaining in the Trust. The provision of this clause shall apply mutatis mutandis to any Shares held by the Trust upon the termination thereof. 36.3 Upon termination of the Trust, the Trustees shall be entitled in their discretion to transfer any income, assets or capital (on terms and conditions to be determined by the Board and the Trustees) of the Trust to the Company. 36.4 Should the amount paid by the Trustees to the Company in terms of this clause fall short of any indebtedness of the Trust to the Company and/or its Subsidiaries, the Trustees shall be relieved of all liability for such shortfall, which loss shall be constituted as a loss to be borne by the Company and/or its Subsidiaries. The Trustees shall consult with the Board prior to implementing any aspects of this clause 36 and shall as far as reasonably possible take into consideration any determination of the Board.

128 AYO TECHNOLOGY SOLUTIONS LIMITED (previously known as Sekunjalo Technology Solutions Limited) (incorporated in the Republic of South Africa) Registration number: 1996/014461/06 JSE share code: AYO ISIN: ZAE000252441 (“AYO Technology” or “the Company”)

PRIVATE PLACEMENT APPLICATION FORM

The definitions and interpretations commencing on page 12 of the pre-listing statement to which this Application Form is attached (“Pre-listing Statement”) apply mutatis mutandis to this Application Form. This Application Form should be read in conjunction with the Pre-listing Statement. TO BE COMPLETED BY INVITED INVESTORS ONLY AYO Technology is, in conjunction with the Listing, undertaking the Private Placement, involving an offer to Invited Investors subscribe for Private Placement Shares in AYO Technology at the Placement Price of R43.00 per Private Placement Share, such placement to be implemented by issuing up to 99 782 655 new Shares to Invited Investors. Successful applicants will be advised of their allocations of Private Placement Shares by Monday, 18 December 2017, with the allocated Private Placement Shares thereafter being transferred, on a “delivery-versus-payment” basis, to successful applicants on the settlement date, which is expected to be Thursday, 21 December 2017. Invited Investors are referred to the terms of the Private Placement, as detailed in the Pre-listing Statement and, in particular, in Annexure 17 thereto. In addition, please refer to the instructions overleaf before completing this Application Form. Dematerialised Shares The allocated Private Placement Shares will be transferred to successful applicants in Dematerialised form only. Accordingly, all successful applicants must appoint a CSDP directly, or a Broker, to receive and hold the Dematerialised Shares on their behalf. Should a Shareholder wish to obtain a physical share certificate for its Shares, it may do so following the Listing and should contact its CSDP or Broker in this regard. As allocated Private Placement Shares will be transferred to successful applicants on a “delivery-versus-payment” basis, payment will be made by your CSDP or Broker on your behalf. Invited Investors should complete this Application Form in respect of the Private Placement and hand deliver or email it to: If delivered by hand or by courier: If emailed: Attention: Willie Honeyball [email protected] PSG Capital Proprietary Limited 1st Floor, Ou Kollege 35 Kerk Street Stellenbosch, 7600 This Application Form must be stamped and signed by an applicant’s CSDP or Broker. Failure to do so will result in this Application Form being rejected. This Application Form must be received by no later than 17:00 on Friday, 15 December 2017. Invited Investors must contact their CSDP or Broker and advise them that they have submitted the Application Form as instructed above. Pursuant to the application, Invited Investors must make arrangements with their CSDP or Broker for payment to be made as stipulated in the agreement governing their relationship with their CSDP or Broker, in respect of the Private Placement Shares allocated to them in terms of the Private Placement by the settlement date, expected to be Thursday, 21 December 2017. Conditions Precedent The Listing is conditional (i) on shareholders of AEEI voting in favour of the resolutions required to issue the Private Placement Shares and the B-BBEE Consortium Shares at the General Meeting, (ii) all Private Placement Shares being placed in terms of the Private Placement and (iii) AYO Technology obtaining the requisite shareholder spread as required in terms of the JSE Listings Requirements. Should any of these Conditions Precedent fail, the Private Placement and any acceptance thereof shall not be of any force or effect and no person shall have any claim whatsoever against AYO Technology or any other person as a result of the failure of the conditions. Reservation of rights The Board reserves the right to accept or refuse any application for Private Placement Shares, either in whole or in part, or to reduce any or all application(s) (whether or not received timeously) in such manner as it may in its sole and absolute discretion determine. The Board will consider, inter alia, the spread requirements of the JSE, the liquidity of the Shares and the potential shareholder base that the Board wishes to achieve when making such decision. Furthermore, the Board may accept or reject, in whole or in part, any application should the terms contained in the Pre-listing Statement, of which this Application Form forms part, and the instructions herein not be properly complied with. Only persons who fall within any of the categories envisaged in section 96(1)(a) of the Companies Act or who purchase or subscribe for Private Placement Shares, the acquisition cost of which is not less than R1 000 000 per single addressee acting as principal (as contemplated in section 96(1)(b) of the Companies Act), are entitled to participate in the Private Placement. All successful applicants will subscribe for Private Placement Shares at the same Private Placement Price, however preference in allocation will be given to applicants that apply for Private Placement Shares at the top end of the Private Placement Price range. The Board will have a sole discreation in the allocation of Private Placement Shares.

129 To the Directors: AYO TECHNOLOGY SOLUTIONS LIMITED 1. I/We, the undersigned, confirm that I/we have full legal capacity to contract and, having read the Pre-listing Statement, hereby irrevocably apply for and request you to accept my/our application for the undermentioned value to subscribe for Private Placement Shares at the Placement Price under the Private Placement set out below to which this Application Form is attached and in accordance with the terms and conditions set out therein and that may, in your absolute discretion, be allocated to me/us. 2. I/We wish to receive my/our allocated Private Placement Shares in Dematerialised form and will deliver this Application Form to PSG Capital, and will provide appropriate instructions to my/our CSDP or Broker, as the case may be, with regard to the application herein and the payment thereof, as stipulated in the agreement governing my/our relationship with my/our CSDP or Broker, as the case may be. I/We accept that payment in respect of this application will be, in terms of the Custody Agreement entered into between me/us and my/our CSDP or Broker, as the case may be, on a “delivery-versus-payment” basis. 3. I/We understand that the Listing and Private Placement are subject to the Conditions Precedent detailed in the Pre-listing Statement and in this Application Form and that, should any of the Conditions Precedent fail, the Private Placement and any acceptance thereof shall not be of any force or effect and that I/we will not have any claim whatsoever against AYO Technology or any other person as a result of the failure of the conditions. 4. I/We hereby declare that the information furnished in the Application Form is true, complete and accurate to the best of my/our knowledge and belief and I/we undertake to inform AYO Technology forthwith should any changes thereto occur prior to the Listing Date. I/we further understand that AYO Technology will rely on the information provided by me/us in the Application Form.

Date 2017 Signature

Telephone number ( ) Cell phone number

Assisted by (where applicable)

Surname of individual or name of corporate body Mr Mrs Miss Other title Full names (if individual)

Postal address (preferably PO Box address) Postal code

Telephone number ( ) Cell phone number Email address Number of Private Placement Shares applied for Total value of Private Placement Shares applied for (calculated by R multiplying the number of Private Placement Shares applied for with the Placement Price of R43 per Private Placement Share)

Required information must be completed by CSDP or Broker* with their stamp and signature affixed hereto CSDP name CSDP contact person CSDP contact telephone number SCA or bank CSD account number Scrip account number Settlement bank account number Stamp and signature of CSDP or Broker

Note: * If an applicant has more than one account, please attach a separate schedule with all relevant details. Instructions 1. Applications are irrevocable and may not be withdrawn once submitted. 2. CSDP’s and Brokers will be required to retain a copy of this Application Form for presentation to the Directors, if required. 3. Applicants should consult their Broker or other professional advisor in case of doubt as to the correct completion of this Application Form. 4. Applicants need to have appointed a CSDP or Broker and must advise their CSDP or Broker in terms of the Custody Agreement entered into between them and their CSDP or Broker. Payment will be made on a “delivery-versus-payment” basis. 5. No payment should be submitted with this Application Form to AYO Technology or PSG Capital. 6. If payment is dishonoured, or not made for any reason, AYO Technology may, in its sole discretion, regard the relevant application as invalid or take such other steps in regard thereto as it may deem fit. 7. No receipts will be issued for Application Forms, application monies or any supporting documentation. 8. All alterations on this Application Form must be authenticated by full signature of the applicant and his CSDP or Broker. 9. As allocated Private Placement Shares are being transferred to successful applicants on a “delivery-versus-payment” basis, no payment will be required to be made if the Private Placement or the Listing is not successful.

PLEASE REFER TO THE DETAILED TERMS AND CONDITIONS OF THE PRIVATE PLACEMENT, AS SET OUT IN PARAGRAPH 11.3 OF THE PRE-LISTING STATEMENT AND IN ANNEXURE 17 THERETO.

130