CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY % Change. Note

Transcription

1 Total Client Services Limited Incorporated in the Republic of South Africa (Registration number 1998/025018/06) Share code: TCS ISIN: ZAE ( TCS or the Group or the Company ) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2016 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME % Change Note Audited Year ended 29 Feb 2016 Audited Year ended 28 Feb 2015 Revenue (6) Cost of sales 7 (7 571) (8 157) Gross Profit (6) Other Income Operating Expenses 14 (19 469) (22 513) Loss from operations (106) (8 362) (4 058) Investment revenue (100) 8 4 Finance costs (269) 1 (6 711) (1 821) Loss before taxation (156) (15 065) (5 875) Taxation Loss for the period (178) (15 065) (5 427) Other comprehensive income Revaluation of equipment Deferred tax on revaluation - (448) Total comprehensive loss for the year (252) (15 065) (4 274) Loss attributable to: Equity holders of the company (158) (15 065) (5 427) Non-controlling interest - - Total comprehensive loss attributable to: Equity holders of the company (228) (15 065) (4 274) Non-controlling interest - - Reconciliation of loss to headline loss Loss after tax (158) (15 065) (5 427) Adjusted for: Loans Written Off/Forgiven - - Insurance Refund - (978) Loss on disposal of equipment - 60 Tax effect of the above - - Headline loss for the period (137) (15 065) (6 344)

2 Basic loss per ordinary share attributable to the equity holders of the Company (cents) Weighted average number of ordinary shares in issue in thousands (140) (3.10) (1.29) Headline loss per ordinary share (cents) (105) (3.10) (1.51) CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION Notes Audited Year ended 29 Feb 2016 Audited Year ended 28 Feb 2015 ASSETS Non-current assets Property, Plant and Equipment Intangible Assets Current assets Trade and other receivables Cash and cash equivalents TOTAL ASSETS EQUITY AND LIABILITIES Capital and reserves (44 879) (31 368) Share Capital Revaluation Reserve Equity Portion of Loan Option Retained earnings (78 132) (63 693) Non-current liabilities Borrowings Current liabilities Current tax payable Borrowings Trade and other payables TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES

3 Total number of ordinary shares in issue at the year-end (in thousands) Treasury shares (in thousands) (3 771) (3 771) Total number of ordinary shares in issue excluding treasury shares (in thousands) Net asset value per ordinary share (cents) (9.23) (6.45) Net tangible assets value per ordinary share (cents) (9.42) (6.70) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Audited Year ended 29 Feb 2016 R 000 Audited Year ended 28 Feb 2015 R 000 Cash flows from operating activities Cash generated from operations (8 111) (4 060) Investment revenue 8 4 Finance costs (5) (12) Taxation paid - - Net cash from operating activities (8 108) (4 068) Cash flow from investing activities Purchase of property, plant and equipment (268) (166) Purchase of intangibles - (1 253) Net cash from investing activities (268) (1 419) Cash flow from financing activities Loans received Shares issued Repayment of interest bearing borrowings (29) (58) Net cash from financing activities Total cash movement for the year (719) (389) Cash at the beginning of the period Total cash at the end of the year

4 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Share Capital Share Premium Revaluation Reserve BEE Reserve Equity portion of share options Retained Income Total Balance as at 1 March (58 634) (39 468) Shares Issued Loss for the period (5 427) (5 427) Realisation of revaluation reserve - - (369) Equity portion of share options Revaluation of equipment Balance as at 28 February (63 693) (31 368) Loss for the year (15 065) (15 065) Realisation of revaluation - - (626) Equity portion of share options Balance as at 29 February (78 132) (44 879)

5 COMMENTARY ON THE GROUP RESULTS OPERATIONAL PERFORMANCE During the period under review, TCS continued to deal with the challenges at hand in order to adjust to changing market conditions and seize opportunities. Management s focus during this period has been to continue to consolidate the existing contracts, improve the service offering and pursue new viable business. The Company moved away from non-performing or unsustainable contracts and focused on sustainable segments of the business. Although there are notable losses in the period under review, it needs to be understood that these losses were compounded by changes in the market conditions, the challenges brought by an ongoing internal restructuring process and the re-alignment of the basic business model. These adjustments were necessary to address the effects of 2014 and 2015 and the subsequent re-positioning of the Company within the marketplace. FINANCIAL PERFORMANCE Revenue for the year under review compared to the previous year decreased by 6% to R18 million. The continued efforts by management to stabilise income and improve efficiency and the service offering, started to deliver results with certain cost reductions noted. After depreciation and finance costs, a loss before tax of R15 million was recorded compared to the loss of R13.2 million recorded in the prior year (excluding extraordinary income of R7.4 million in 2015). Cost of sales improved by 7% on the prior year and this reduction is in line with the reduction in sales. The headline loss per share reduced to 3.10 cents compared to a headline loss per share of 1.51 cents for the prior year ending 28 February The movement in non-current assets relates mainly to depreciation recorded during the year. Trade and other payables of R11.5 million includes regular trade payables of R3.1 million, revenue received in advance of R1.2 million and SARS liabilities of R6.7 million. These SARS liabilities are accumulated debts recorded during the Business Rescue period (up to August 2014) and the accumulated taxes until year end. At the end of the year the Group s closing cash balance was R0.1 million. PROSPECTS TCS has aligned its business strategy, products and services in accordance with the requirements of the current market, specifically those of the Administration Adjudication of Road Traffic Offences Project, and our equipment and systems are fully compliant. The Company continues with a more focussed approach based on its superior software, technology and equipment. The Company will form alliances, co-operate or support clients and other role players within the market, either as primary or secondary service provider. In this regard, the Company offers a quality basket of products and services, these being: own re-engineered Artimis fixed radar camera, own new TCS CAPTURE mobile camera, handheld devices, new Windows based Traffic Management System, the Pound Management System and the On Board Automatic Number Plate recognition systems. These products, supported by superior customer service and market knowledge, will be at the centre of the business model going forward.

6 NOTES TO THE CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 1. Finance costs: The finance costs of R5.6 million recorded for the period under review, included the following significant items: R4.5 million provision made for interest on borrowings; and R1.0 million adjustment for interest on SARS debts NOTES TO THE CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 2. Property, plant and equipment Opening Balance Additions Disposals Depreciation Revaluation Closing Balance Group 2016 Furniture and fittings (56 668) Motor vehicles (71 402) Office equipment (28 102) IT equipment ( ) Camera Accessories ( ) Total ( ) Group 2015 Furniture and fittings (66 906) Motor vehicles (48 995) (95 365) Office equipment (48 175) IT equipment (36 862) ( ) Camera Accessories ( ) Total (85 857) ( )

7 3. Intangible assets Reconciliation of Intangible Assets Opening Balance Amortisation Carrying Value Group 2016 Computer software Internally generated ( ) Total ( ) Trade and other payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are initially recognised at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. Group Trade payables Amounts received in advance SARS liabilities Accrued leave pay SARS liabilities reflects VAT and PAYE, as well as interest and penalties on these amounts. According to the Business Rescue plan, repayment of this debt was due to start from 1 January The Company engaged SARS prior to January 2015 to start negotiations for a more favourable settlement of these debts. At the date of this report, settlement has been reached with SARS whereby the Company is required to pay an amount of R as settlement for all debt up to, and including March This settlement amount is payable before the end of June Borrowings Borrowings are initially recognised at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. Figures in Rand Group Instalment sale agreements Primary loan * Other loans ** Current Instalment sale agreements Primary loan Other loans

8 Non-Current Instalment sale agreements - - Primary loan Other loans

9 Primary loans - Mvelaphanda Carrying value 2016 Carrying value 2015 R was converted to a senior loan, repayable over 3 years at 10% interest per annum. Repayment of capital and interest was scheduled to commence om 1 March The Company was not in a position to start with the repayments and renegotiated with the creditor. Repayment of this loan remains suspended and the loan remains subordinated until the parties are in a position to renegotiate the terms The remaining R owing was converted to a subordinated loan, subordinated in favour of other creditors. This loan was interest free for the first 12 months. Thereafter interest will accrue at the prime interest rate and after the first 12 months, the loan becomes convertible, at the option of the creditor, to ordinary shares at R0.01 per share. If not converted to ordinary shares, the loan becomes repayable over 3 years commencing only once the senior loan of R5 million has been repaid At the initial conversion date these loans were assessed as compounded instruments with a liability and equity portion as it contains interest free periods as well as an embedded option to convert to ordinary shares. The difference between the nominal value of the loans and the fair value of the liabilities at initial recognition were accounted for within equity (equity portion of compounded instrument). The liability portions are subsequently measured at amortised cost, using the effective interest rate of 15%-18%. Total Primary loans Other loans The Group required and received funding to support the recovery and stabilising period during and following the business rescue process of This funding was provided in the form of loans with suspended repayment terms and which are subordinated to other creditors. The Company is not required to start repayments of these loans until it has sufficient cash to do so. These loans were provided by: RHW Southern Africa Holdings (Pty) Ltd (subsidiary of Mvelaphanda) Repayment of this, in terms of the original loans, has been suspended by the financier for 12 months after the reporting date or until the Company has the financial resources to start repayment or until an alternative agreement can be reached. This loan was interest free up to year end. At the initial conversion date this loan had an interest free portion from a shareholder related entity and were assessed as compounded instruments with a liability and equity portion as it contains interest free. The difference between the nominal value of the loans and the fair value of the liabilities at initial recognition were accounted for within equity (equity portion of compounded instrument). The liability portion is subsequently measured at amortised cost, using the effective interest rate of 15%

10 Slade Investments (Pty) Ltd - As part of the Business Rescue Plan This loan amounting to R was interest free for the first 12 months, whereafter the provider of the loan would have the option to convert to ordinary shares at R0.01 per share. Should this option not be exercised, the loan becomes repayable over 12 months and carry interest at the prime interest rate. The loan was assessed as a compounded instrument with a liability and equity portion. The difference between the nominal value of the loan and the fair value of the liability at initial recognition was accounted for within equity (Equity portion of Compounded instrument). The liability portion is subsequently measured at amortised cost, using the effective interest rate of 15% - Additional loans Repayment of this, in terms of the original loans, has been suspended by the financier until the Company has the financial resources to start repayment, or until an alternative agreement can be reached. This loan accrue interest at the prime interest rate during the year. Merchant Factors This was a temporary factoring/bridging facility to complete the Namibian project. Interest was charged at prime rate and the full amount was settled in June This amount was secured by a cession of the specific debtors invoices related to the transaction

11 6. Condensed Consolidated Segment report for the Group 2016 Southern Northern North- West Coastal Corporate Unallocated R 000 Group Total Revenue Profit/(loss) after tax 11 (551) 18 (94) (22 705) (15 065) 2015 Southern Northern North- West Coastal Corporate Group Total Revenue Profit/(loss) after tax (6 193) (5 427) 7. Financial instruments The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy for financial instruments measured at fair value. It does not include fair value information for financial assets and liabilities which are not measured at fair value if the carrying amount approximates the fair value. Loans and Receivables R 000 Carrying Value February 2016 Amortised Cost Fair Value R 000 R 000 Total R 000 Financial assets not measured at fair value Trade and other receivables Cash and cash equivalents Financial liabilities not measured at fair value Borrowings (37 707) (37 707) Trade and other payables (11 474) (11 474) (49 181) (49 181) Carrying Value February 2015 Loans and Receivables Amortised Cost Fair Value Total R 000 R 000 R 000 R 000 Financial assets not measured at fair value Trade and other receivables Cash and cash equivalents Financial liabilities not measured at fair value Borrowings (25 390) (25 390) Trade and other payables (10 184) (10 184) (35 574) (35 574)

12 BASIS OF PREPARATION Statement of compliance The condensed consolidated financial statements are prepared in accordance with the Listings Requirements of the JSE Limited ( JSE Listings Requirements ) and the requirements of the Companies Act of South Africa, 2008 (Act 71 of 2008), as amended. The JSE Listings Requirements require reports to be prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by Financial Reporting Standards Council and to also, as a minimum, contain the information required by IAS 34 Interim Financial Reporting. The accounting policies applied in the preparation of the condensed consolidated financial statements are in terms of IFRS and consistent with those of the annual financial statements for the year ended 28 February 2013 and the condensed results for the 2014 and 2015 financial years, except for the adoption of new, improved and revised standards and interpretations which became effective, which had no material effect on the financial results. These Condensed Consolidated Financial Statements are extracted from audited information but are not themselves audited. The directors take full responsibility for the preparation of the financial information and the financial information has been correctly extracted from the underlying financial information. The annual statements have been prepared under the supervision of the Financial Director, Mr C Els and have been audited by the Group s auditors, BDO South Africa Incorporated, who s modified audit report is available for inspection at the registered office of the Company. The auditor s report does not necessarily report on all of the information contained in these Condensed Consolidated Financial Statements. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor s engagement they should obtain a copy of the auditor s report together with the accompanying financial information from the issuer s registered office. The Disclaimer of Opinion and Report on Other Legal and Regulatory Requirements paragraphs as contained in the audit report are set out below: Basis for Disclaimer of Opinion As indicated in note 31 (going concern) to the financial statements as well as in the directors report, the Group incurred a net loss for the year ended 29 February 2016 of R15 million and, as at that date its total liabilities exceeded its total assets by R44,8 million. The going concern of the Group is significantly dependent on the ongoing support of all its stakeholders, especially key staff and financiers including subordination and non-repayment of certain loans for the foreseeable future, the Group securing new contracts, the successful restructuring of its operational expenses in line with sales levels and the JSE listing to be re-instated. The going concern note also indicates that these conditions, along with other matters, indicates the existence of a material uncertainty which may cast significant doubt on the Group s ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. In these circumstances and as a result of the significance thereof, we have not been able to obtain sufficient appropriate audit evidence to confirm or dispel whether it is appropriate to prepare the financial statements on the going concern basis. Disclaimer of opinion Because of the significance of the matter described in the Basis for Disclaimer of Opinion paragraph, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an opinion. Accordingly, we do not express an opinion on the financial statements. Report on other legal and regulatory requirements In accordance with our responsibilities in terms of sections 44(2) and 44(3) of the Auditing Profession Act, we report that we have identified reportable irregularities in terms of the Auditing Profession Act. We have reported such matters to the Independent Regulatory Board for Auditors. These matters pertaining to the reportable irregularities are as follows: The entity has submitted Income Tax returns, the Value Added Tax returns (VAT 201) and Employees Tax returns (EMP 201) to the South African Revenue Services, but no payment has been made to settle the outstanding liability.

13 Contravention of Section 30 of the Companies Act by failing to prepare annual financial statements within six months after its financial year end. Contravention of paragraph 3.19 of the JSE Listings Requirements which requires issuers to distribute a notice of the annual general meeting and annual financial statements to all holders of securities and to submit to the JSE Limited within six months after its financial year end. Contravention of Section 66(2)(b) of the Companies Act by failing to have the minimum number of directors as prescribed Contravention Section 94 (6) of the Companies Act by failing appoint a person to fill any vacancy on the audit committee within 40 business days after the vacancy arises. Potential contravention of Section 22 and Section 129 of the Companies Act as the Company was unable to settle its liabilities as it became due and it is technically insolvent. Business rescue process and subsequent events As per the announcement released on SENS on 22 November 2013, the board of directors of TCS ( the Board ) deemed TCS to be financially distressed as contemplated in Chapter 6 of the Companies Act, 71 of 2008, as amended ( the Companies Act ) and accordingly, on 21 November 2013 resolved that business rescue proceedings commence, and that TCS be placed under supervision in terms of section 129 of the Companies Act. In this regard, Mr Piers Marsden of Matuson & Associates was appointed as the Company s business rescue practitioner ( Business Rescue Practitioner ) on 9 December An announcement was released on SENS on 2 May 2014, informing shareholders of the publication of a proposed business rescue plan ( Business Rescue Plan ) and included a notice of meeting of creditors, other holders of a voting interest and shareholders to be held on 19 May 2014 to consider the Business Rescue Plan. As per the announcement released on SENS on 19 May 2014, the Business Rescue Plan was approved by the requisite majority of creditors, other holders of a voting interest and shareholders. Subsequent to the announcement released on SENS on 19 June 2014, wherein shareholders were advised that the Company submitted its Schedule 13 application to the JSE to enable the Company to raise capital through the issue of new shares, the application was approved by JSE Limited. The Business Rescue Practitioner confirmed on 14 August 2014 that the Business Rescue Plan had been substantially implemented and that the control of the Company effectively reverted back to the Board. The Business Rescue Plan included the below restructuring of the Statement of Financial Position. The proforma financial effects of the specific issue of shares as part of the business rescue and subsequent restructuring was released in an announcement on 9 June Equity Injection - Slade Investments CC ( Slade ) The Company required a cash injection. The amount injected into the Company would be used as working capital. The Company s financial model indicated a cash requirement of R2 million. Slade injected R2 million into the Company as follows: 1. R1 million by subscribing to 100 million shares at a fixed price of 1 cent per share. This constituted 20.4% of the issued share capital post the issues of the new shares. 2. R1 million loan, which will be interest free for the first twelve months. Slade has the option to convert the loan to ordinary shares at a fixed price of 1 cent per share after twelve months, subject to all the JSE Listing Requirements and Companies Act regulations being met at that date. Should the option to convert not be exercised the loan will become repayable over 12 months at the prime interest rate. Debt Restructuring and Forgiveness - Mvelapanda Holdings Proprietary Limited ( Mvela ) A total amount of R35.77 million was due and payable to Mvela relating to the preference shares and accrued interest thereon. The repayment/distribution of the preference shares were subject to

14 section 46 of the Companies Act including the solvency and liquidity test. An amount of R5 million was written off. The remaining preference share capital and accrued interest were converted to loans as indicated below which are not subject to section 46 of the Companies Act requirements. Terms and Repayment of Remaining Debt The remaining debt of R30.77 million owing to Mvela was structured as follows: R5 million to be a senior loan repayable monthly over 3 years at 10% interest per annum with repayment of capital and interest commencing on 1 March R25.77 million loan subordinated in favour of all creditors. Interest free for the first 12 months commencing on adoption of the Business Rescue plan. After 12 months have the option to convert into ordinary shares at the fixed price of 1 cent per share, subject to all the JSE Listing Requirements and Companies Act regulations being met at that date. Should the option to convert not be exercised the loan will become repayable over 3 years commencing only once the senior loan has been repaid. Interest will accrue at the prime interest rate. South African Revenue Services (SARS) The tax debts of R7.9 million owing to SARS was addressed as follows: The amount, including interest but excluding penalties, plus all tax debts up to the date of release in August 2014, will be payable in equal instalments over 30 months starting on 1 January After release from Business Rescue in August 2014, the Company engaged with SARS to reach agreement on the final settlement amount and to seek relief on the payment terms. This process was ongoing and not concluded at the end of the period under review. At the date of this report the Company has received and accepted a final settlement offer from SARS, which requires payment of R by the end of June 2017 to settle all SARS outstanding amounts up to and including March Going Concern During the term certain minor contracts came to an end which contributed to the Group making a loss after tax of R15 million for the year. This includes finance costs of R6.7 million as explained in note 20 of this report. As at the year ended 29 February 2016, the Group had a negative equity position of R45 million. Also refer to notes 12 and 30 which provides additional information on the restructuring of the borrowings and the favourable settlement of the SARS liabilities through the final settlement agreement. Even though borrowings to the value of R32 million have been subordinated in favour of other creditors, the Group s Statement of Financial Position still reflects a technical insolvent position with liabilities exceeding assets. The Company was also not able to settle its borrowing repayments as they became due in terms of the original agreements, but was able after year end to renegotiate and extend the repayment of the borrowings with the financiers so that these loans have been subordinated in favour of other creditors and that repayment would only be required once the Company has sufficient cash resources to be able to settle the loan repayments as they become due. During the period after year end and up to the date of this report, the primary shareholders provided capital to fund the operational losses and cash shortfalls when required. This was done in support of the business and its restructuring initiatives during the transition period. There are no indication that the Company will not continue to receive similar support if required for the foreseeable future.

15 During the 2016 financial period, revenue reduced as a result of a number of smaller contracts, contributing annual revenue of approximately R2 million, coming to an end and not being renewed. These losses, together with the operating restrictions experienced in the 24 months following the Business Rescue process, continued to have a severe effect on the trading during the year. During the period, the primary shareholders provided capital to fund the operational losses and cash shortfalls when required. This was done in support of the business and its restructuring initiatives during the transition period. There is no indication that the Company will not continue to receive similar support if required for the foreseeable future. The Company remains confident that a sustainable business model will be achieved and that external support will not be required in the future. Since the discharge from Business Rescue as announced on SENS on 29 August 2014, the Company has managed to restructure the business to a sustainable level. TCS managed to secure new profitable contracts, which include full service contracts for Polokwane (September 2014), Tlokwe (May 2015) and Buffalo City (December 2015). It also includes a relationship with the Namibian Police, whereby TCS will be providing services and equipment to support the traffic law enforcement expansion in Namibia over the next few years. Focus will also remain on equipment technology advances and service delivery to improve income from existing contracts and confidently pursue new markets and contracts. In addition to the revenue initiatives, the cost saving processes started during the Business Rescue period continued during 2016, and will continue as part of an ongoing profitability improvement process. The Board believes that as a result of the above, positive operating cash flows will be realised in the foreseeable future. The Board determined the future cash flows of the Group when it assessed the going concern status. Although due care has been exercised in the preparation of these forecasts, any forecast is based on certain assumptions which may or may not materialise in the future. Any forecast financial information contained in the year end results has not been reviewed and reported on by the Group s auditors in accordance with paragraph 8.40(a) of the Listings Requirements. However, the Board is of the opinion that the mentioned positive developments combined with management processes and initiatives implemented, makes the forecasts realistic and achievable. The Group has come through an extremely difficult trading period and cash flow remains under constant pressure. The key components of the Group continuing as a going concern is the ability to provide sophisticated management systems and equipment to the market, maintain a low cost base, selectively approach new tenders, considering strategic partnerships and co-operation agreements, and ensuring existing contracts are profitable. The cash flow forecasts and Going Concern assumptions are based on the following: - no deterioration in the current market conditions; - municipalities continue to outsource the administration of traffic violations; - the Company is able to reduce and maintain its operational expenses in line with sales levels; - no deterioration in the payment and collection cycle; - the Company continues to have the ongoing support of all its stakeholders, especially key staff and financiers; - no repayment of loans is required during the foreseeable future; and - the Company s JSE listing to be re-instated. Significant negative change in these areas of assumptions will require swift action and adjustment by the Company in order to continue as a going concern. These conditions underline the ever-present uncertain and variable circumstances in the market. Failure by the Company to effectively operate under these conditions will be detrimental to the business. These conditions give rise to a material uncertainty which may cast significant doubt about the Company s ability

16 to continue as a going concern and, therefore that it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial information has been prepared on a going concern basis which presumes that the Group will generate sufficient cash flows to enable it to service its debts in the normal course of business as and when they become payable. Contingent liabilities There are no contingent liabilities at the end of the reporting period. DIRECTORATE The following changes to the Board occurred during the year under review, up to and including the date of this report: Director Detail Date Christo Els Appointment 8 May 2014 Piet Nieman Appointment 9 December 2015 Francois Smit Resignation 21 November 2018 Dumisani Mafu Passed away 9 July 2016 By order of the Board P Nieman Acting Non-Executive Chairman 18 December 2018 Directors as at year end: L Sipoyo, (CEO), C Els (Executive: Financial Director), P Nieman**, F Smit* (*Independent Non-executive) (** Non-executive) Registered office: Futurum Office Park, Units C1A and D2A Lenchen Avenue Centurion, 0157 (P.O. Box 863, Wingate Park, 0153) Company secretary: Merchantec Proprietary Limited 2nd Floor, North Block Hyde Park Office Towers Cnr 6th Road & Jan Smuts Ave Hyde Park, 2196

17 Auditors: BDO South Africa Incorporated Summit Place Office Park 221 Garsfontein Road Ashlea Gardens Pretoria 0181 Designated Adviser: Merchantec Capital 2nd Floor, North Block Hyde Park Office Towers Cnr 6th Road & Jan Smuts Ave Hyde Park, 2196 Transfer secretaries: Computershare Investor Services Proprietary Limited Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196 (PO Box 61051, Marshalltown, 2107) Company website: