BAYPORT MANAGEMENT LIMITED (the Company )

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser. If you have sold or otherwise transferred all of your BML Shares, please forward this document, together with the accompanying Form of Proxy as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding you should retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected. This document should be read as a whole. Your attention is drawn to the letter to Shareholders which is set out in Section 3 of this document and which contains a recommendation from the Independent Directors that you vote in favour of the Resolution to be proposed at the General Meeting referred to below. BAYPORT MANAGEMENT LIMITED (the Company ) (Incorporated in the British Virgin Islands on 10 September 2001 and subsequently registered in Mauritius under the Companies Act 2001 on 2 March 2005) Registration number C1/GBL Circular in relation to: 1) the proposed disposal by the Company of a 51 per cent. interest in BFS; 2) the entry by the Company into a zero coupon loan which is convertible into approximately 10 per cent. of the ordinary shares in the Company; 3) the proposed loan to be made by GEPF (acting through PIC) to Firefly to enable Firefly to acquire 51 per cent. interest in BFS and a shortfall guarantee to be provided by BFS to GEPF (acting through PIC) in respect of such loan; 4) the proposed loan to be made by GEPF (acting through PIC) to Firefly to enable Firefly to advance the convertible subordinated loan referred to in 2) above and a shortfall guarantee to be provided by the Company in respect of such loan; and 5) the proposed loan to be made by the Company to BFS in the amount of ZAR1,632,000,000 (approximately USD 120,000,000) together, constituting substantial and related party transactions and Notice of General Meeting Notice of a General Meeting of the Company, to be held at am at the Company s physical office situated at 3 rd Floor, Rue de L institut, Ebene Skies, Ebene, Mauritius on 18 October 2017, is set out at the end of this document. Whether or not you intend to be present at the General Meeting, you should complete and return the Form of Proxy in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received by the Company Secretary, DTOS Ltd, by no later than am on 18 October 2017 (or, in the case of an adjournment, not later than 24 hours before the time fixed for the holding of the adjourned meeting). A summary of the actions to be taken by Shareholders is set out on page 16 of this document and in the Notice of General Meeting at the end of this document. Neither the Listing Executive Committee ( LEC ) of the Stock Exchange of Mauritius Ltd ( SEM ) nor the SEM nor the Financial Services Commission ( FSC ) assume any responsibility for the content of this document. The LEC, the SEM and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof. 1

2 DATE: This document is dated 17 October 2017 and LEC/C/04/2017. Contents Clause Name Page Section 1 Section 2 Section 3 Declaration by Directors...4 Important dates and times...5 Definitions...6 Section 4 Letter to Shareholders Introduction Information on the Company Information on BFS Background to and reasons for the Proposed Transaction Independent valuation Fairness Opinion Notifiable transactions General Meeting Action to be taken Further information Recommendation Section 5 Principal terms of the Proposed Transaction Structure of the proposed transaction Sale Agreement Convertible loan Disposal Funding and Convertible Loan Funding Shortfall guarantee BML loan BFS shareholders agreement Section 6 Additional information Responsibility Incorporation and registered office Share capital Directors Directors and chief executive s interests in the Company Consolidated BML Group debt Financial and business prospects Material contracts Governmental, legal and arbitration proceedings Consents Documents available for inspection Section 7 Notice of General Meeting Section 8 Form of proxy Appendix Name 1 Independent Valuation 2 BDO Statement of Independence 2

3 3 Consolidated BML Group Debt 4 Group Structure Chart 5 Diagram of the Proposed Transaction 3

4 SECTION 1 DECLARATION BY DIRECTORS This document includes particulars given in compliance with the SEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, whose names appear in paragraph 4 of Section 5 of this document, collectively and individually, accept full responsibility for the accuracy or completeness of the information contained in this document and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. They furthermore declare that to the best of their knowledge and belief, and after having made reasonable enquiries, this document complies, where applicable, with the SEM Listing Rules, the Mauritius Companies Act, the Securities Act 2005 and with any regulations and rules made under those statutes. LR 9.2 The Directors also confirm that save as disclosed in this document they have no potential conflicts of interest between their duties to the Company and their private interests or any other duties. The Directors, after having made due and careful enquiry, are of the opinion that the working capital available to the BML Group will be sufficient for its present requirements, that is for at least twelve months from the date of issue of this document. The Directors certify that there has been no material adverse change in the financial and trading position of the BML Group since 30 June 2017, the date of publication of the latest unaudited condensed consolidated financial statements. LR 9.48 LR 9.49 Approved by the Independent Directors on the 29 th September 2017 and signed on its behalf by: Jimmy Wong Director Eric Venpin Director 4

5 SECTION 2 IMPORTANT DATES AND TIMES Circular distributed to Shareholders and Notice of General Meeting published in the Mauritius press on Last day for receipt by the Company Secretary, DTOS Ltd, of forms of proxy for the General Meeting by am on General Meeting to be held at Bayport Office 3 rd Floor, Ebene Skies, Rue De L institut, Mauritius on Results of the General Meeting to be released to the SEM on Results of the General Meeting published in the Mauritius press on 17October October October October October 2017 Notes: Each Shareholder has given his written consent to receiving short notice of the General Meeting. This timing is indicative only and is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through the SEM and published in the Mauritius press. All references to time in this document are, unless the context otherwise requires, to Mauritius time. Exchange rate Unless otherwise stated, the exchange rate for the purpose of this circular is as follows: ZAR to US$ ZAR1/US$

6 SECTION 3 DEFINITIONS BaySec BDO BFS BFS Hurdle Rate BFS Shortfall Guarantee BFS Shareholders Agreement BFS Zambia Bayport Securitisation (RF) Limited, a public company incorporated in accordance with the laws of the Republic of South Africa with registration number 2008/003557/06; BDO Corporate Finance (Pty) Ltd, a South African company with registration number 1983/002903/07; Bayport Financial Services 2010 Proprietary Limited, a private company incorporated in accordance with the laws of the Republic of South Africa with registration number 2009/018403/07; the sum of ZAR1,632,000,000 and all interest accrued from the date of advance of such amount up until the date of the relevant trigger event; the conditional guarantee pursuant to which BFS provides a guarantee to GEPF (acting through PIC) in respect of Firefly s obligations under the Disposal Funding which forms part of the Shortfall Guarantee; the conditional shareholders agreement dated 28 September 2017 and made between the Company, Firefly pursuant to which the parties agree various matters in connection with the management and control of BFS; Bayport Financial Services Limited, a private company with limited liability incorporated in accordance with the laws of the Republic of Zambia with registration number 49035; BML 2015 Accounts the audited financial statements of the Company for the year ended 31 December 2015; BML 2016 Accounts the audited financial statements of the Company for the year ended 31 December 2016; BML Group BML Shortfall Guarantee the Company and its subsidiaries; the conditional guarantee pursuant to which BML provides a guarantee to GEPF (acting 6

7 through PIC) in respect of Firefly s obligations under the Convertible Loan Funding which forms part of the Shortfall Guarantee; BML Hurdle Rate BML Loan BML Loan Agreement BML Shares Board Business Day the sum of USD60,560,000 and all interest accrued from the date of advance of such amount up until the date of the relevant trigger event; the loan to be made by the Company to BFS of an amount equal to ZAR 1,632,000,000 pursuant to the terms of the terms of the BML Loan Agreement; the conditional BML Loan Agreement to be concluded between the Company and BFS in connection with the BML Loan; ordinary shares of par value USD in the capital of the Company; the board of Directors of the Company; any day other than a Saturday, Sunday or public holiday officially recognised as such in Mauritius, South Africa, Sweden, the United Kingdom and the United States; Company Bayport Management Limited, a company incorporated in accordance with the laws of Mauritius with registration number C1/GBL; Convertible Loan the unsecured convertible subordinated zero coupon loan made by Firefly to the Company of the ZAR-equivalent of USD 60,560,000 pursuant to the terms of the Convertible Loan Agreement; Convertible Loan Agreement the conditional convertible loan agreement dated 26 September 2017 and made between the Company and Firefly in connection with the Convertible Loan; Conversion Shares Convertible Loan Funding 3,431,411 BML Shares to be issued and allotted on conversion of the Convertible Loan, pursuant to the terms of the Convertible Loan Agreement; the secured loan by PIC to Firefly of the sum of USD 60,560,000 for the purposes of funding the Convertible Loan made by Firefly to BML, made pursuant to the terms of the GEPF Funding Agreement; 7

8 Disposal the proposed disposal by the Company of 51 per cent. of the issued share capital in BFS to Firefly, pursuant to the Sale Agreement; Disposal Funding Directors Firefly Form of Proxy FSC General Meeting the secured loan by PIC to Firefly of the sum of ZAR 1,632,000,000 for the purposes of funding the acquisition of the Sale Shares by Firefly, made pursuant to the terms of the GEPF Funding Agreement; the directors of the Company, whose names appear in paragraph 22 of Section 5 of this document; Firefly Investments 326 (Proprietary) Limited, a private company incorporated in accordance with the laws of the Republic of South Africa with registration number 2016/261710/07; the form of proxy for use at the General Meeting; the Financial Services Commission established under the Financial Services Act 2007; the general meeting of the Company, to be held at on 18 October 2017 at the Company s physical office situated at 3 rd Floor, Rue de L institut, Ebene Skies, Ebene, Mauritius, notice of which is set out in Section 8 of this document; GEPF the South African Government Employees Pension Fund, a pension fund established in terms of the Government Service Pension Act 1973 and renamed by the Government Employees Pension Law 1996 of the Republic of South Africa; GEPF Concert Party GEPF Funding GEPF, Firefly and any other persons acting in concert with GEPF; the Disposal Funding and the Convertible Loan Funding; GEPF Funding Agreement the conditional loan agreement dated 26 September 2017 and made between GEPF (acting through PIC) and Firefly in connection with the GEPF Funding; Independent Directors the Directors other than the PIC Board Representatives 8

9 Kinnevik Kinnevik New Ventures AB, a company incorporated in accordance with the laws of Sweden with registration number ; Last Practicable Date 17 October 2017 (being the last practicable date before the publication of this document); Mauritius Companies Act The Companies Act 2001; Notice of General Meeting the notice of General Meeting contained in Section 7 of this document; PIC the Public Investment Corporation SOC Limited, a public company, created in terms of the Public Investment Corporation Act, 2004 and incorporation and registered in accordance with the laws of the Republic of South Africa and bearing registration no. 2005/009094/06; PIC Board Representatives Proposed Transaction Registered Office Resolution the representatives of PIC on the Board, being Mervin Muller and Mercedes Koketso Mabe, along with their alternative directors, Kabelo Molefe and Reabetswe Tiisetso; has the meaning given to it in the recitals of Section 3 of this document; C/o DTOS Ltd, 10th Floor, Standard Chartered Tower, 19 Cybercity, Ebene, Mauritius; the resolution to be proposed at the General Meeting set out in the Notice of General Meeting; Sale Agreement the conditional share sale and purchase agreement dated 26 September 2017 and made between the Company and Firefly pursuant to which Firefly will acquire a 51 per cent interest in BFS; Sale Shares 13,260,001 ordinary shares in BFS, to be acquired by Firefly pursuant to the Sale Agreement; SEM The Stock Exchange of Mauritius Ltd established under the repealed Stock Exchange Act 1988; SEM Listing Rules Shareholder the listing rules of the SEM (as amended or replaced from time to time); a holder of BML Shares from time to time; 9

10 Shortfall Guarantee the conditional guarantee dated 26 September 2017 pursuant to which (i) BFS provides the BFS Shortfall Guarantee and (ii) BML provides the BML Shortfall Guarantee; Sellers has the meaning given to it in paragraph 26.1 of Section 6; Takwa Holdco Ltd a private limited liability company incorporated in accordance with the laws of Mauritius with registered number ; Traficc Acquisition has the meaning given to it in paragraph 26.1 of Section 6; Traficc Acquisition Agreement has the meaning given to it in paragraph 26.1 of Section 6; Traficc Entities has the meaning given to it in paragraph 26.1 of Section 6; Traficc Shareholders Agreement has the meaning given to it in paragraph 26.2 of Section 6; USD ZAR United States Dollars; South African Rand, the lawful currency of South Africa. 10

11 SECTION 4 LETTER TO SHAREHOLDERS BAYPORT MANAGEMENT LIMITED (Incorporated in the British Virgin Islands on 10 September 2001 and subsequently registered in Mauritius under the Companies Act 2001 on 2 March 2005) LR 9.1 Registered Office C/o DTOS Ltd 10 th Floor, Standard Chartered Tower 19 Cybercity Ebene Mauritius Dear Shareholder, 17 October 2017 Conditional agreements were entered into on 26 September 2017 pursuant to which: LR 13.16(a) LR 13.30(a) (i) 1. the Company agreed to sell to Firefly 51 per cent. of the issued share capital of BFS for a cash consideration of ZAR 1,632,000,000 (approximately USD 120,000,000); 2. Firefly agreed to make a convertible subordinated zero coupon loan to the Company of USD60,560,000 which will be convertible, under certain conditions, into 3,431,411 BML Shares, which represents circa 10 per cent. of the issued share capital of the Company as at the Last Practicable Date; 3. GEPF, an existing controlling shareholder of the Company (acting through PIC as its agent/representative), will provide the Disposal Funding to Firefly by way of a loan in the amount of ZAR 1,632,000,000 (approximately USD 120,000,000) which enables Firefly to make the consideration payment described in (A) above and BFS will, in respect of such loan, provide a guarantee to GEPF (acting through PIC); LR 13.16(f) LR 13.16(k)(iii) 4. GEPF (acting through PIC) will provide a loan to Firefly which enables Firefly to advance the convertible subordinated loan referred to in (b) above and the Company will, in respect of such loan to Firefly, provide a guarantee to GEPF (acting through PIC); and 5. in connection with the above and following completion of the Disposal, the Company will make available to BFS a loan in the amount of up to ZAR1,632,000,000 (approximately USD 120,000,000), which may be drawn down by BFS at any point from the date of the loan until one month prior to the fifth anniversary of the first utilisation date, LR 13.30(a)(iii) (together, the Proposed Transaction ). The Proposed Transaction is summarised in a diagram set out in Appendix 5. 11

12 1 INTRODUCTION On 26 September 2017, the Company entered into the Sale Agreement with Firefly pursuant to which the Company would, subject to the fulfilment or waiver of the conditions precedent specified in the Sale Agreement (and detailed in paragraph 13 of Section 5 below), sell to Firefly 51 per cent. of the issued share capital of BFS (retaining the remaining 49 per cent.) and effect the Disposal. Firefly is a newly-incorporated entity and it is anticipated that the shareholders in that company will for the first 12 to 18 months be GEPF (acting through PIC) and thereafter the intention is that the shares in Firefly shall be held as follows: strategic black economic empowerment partner 30 per cent.; GEPF (acting through PIC) 20 per cent., management of BFS 30 per cent. (of which 70 per cent. will be black and 30 per cent. will be white), and BFS s customers and general staff - 20 per cent. LR 13.16(b) LR 13.16(c) LR 13.16(k) (v) On 26 September 2017, the Company into the Convertible Loan Agreement with Firefly pursuant to which the Convertible Loan is convertible, in certain circumstances and subject to the fulfilment of certain conditions, into BML Shares (representing 10 per cent. of the issued share capital of the Company as at the Last Practicable Date). The Convertible Loan Agreement is conditional on, amongst other things, the Disposal becoming unconditional. Further details of the Convertible Loan Agreement are set out in paragraph 14 of Section 5 below. The consideration payable by Firefly under the Disposal amounts to approximately ZAR 1,632,000,000 (approximately USD 120,000,000). GEPF (acting through PIC) will fund Firefly to enable it to pay the consideration in respect of the Disposal and to make the Convertible Loan pursuant to the terms of GEPF Funding Agreement and both BFS and BML will then provide a shortfall guarantee to GEPF (acting through PIC) in respect of such funding. Firefly is a special purpose vehicle. The directors understand that it is intended that it will only have two investments: the Convertible Loan and the Sale Shares. LR 13.16(e) Further details of the Proposed Transaction and the agreements entered into in respect thereof are set out in Section 5 of this document. Subject to receiving the necessary approval, completion of the Proposed Transaction is due to take place on or before 30 October The completion of the Proposed Transaction is subject to the completion of certain conditions precedent, which include (among other things) the approval of the Proposed Transaction by Shareholders and receipt of the statutory and regulatory approvals referred to in paragraph 13.4(f) of Section 5 below. The Proposed Transaction is a substantial transaction and a related party transaction for the Company under Chapter 13 of the SEM Listing Rules. The Independent Directors consider that the Proposed Transaction is in the best interests of the Company and its Shareholders as a whole and recommend that Shareholders vote in favour of the Resolution. We are writing to you to give you details of the Proposed Transaction, including the background to and reasons for it, to explain why the Directors consider the Proposed Transaction to be in the best interests of the Company, and to seek your approval of the Resolution. 12

13 2 INFORMATION ON THE COMPANY The Company is a leading provider of financial solutions in emerging markets in Africa (Zambia, Ghana, Uganda, Tanzania, Botswana, South Africa and Mozambique) and Latin America (Colombia and Mexico). The Company services over 642,000 customers (gross loan portfolio of approximately USD 1,116 million) through 406 branches, with the support of 3,446 employees and 5,289 commission-earning independent agents (all figures as at 30 June 2017). The Company has further developed a broad global debt and equity investor base and strong relationships with multinational and domestic banks and insurance and pension funds in its markets of operation and in the United States of America and Scandinavia. LR The Company was incorporated on 10 September 2001 in the British Virgin Islands and continued as a Mauritian company with effect from 4 March The Company was registered as a private company limited by shares on 2 March 2005 under the Mauritius Companies Act with registration number C1/GBL. The Company holds a Category 1 Global Business Licence, issued by the FSC on 3 March 2005, in accordance with the Mauritius Financial Services Act 2007 and the Financial Services (Consolidated Licensing and Fees) Rules Following the issuance of the Company s debut bond in November 2010 and as a result thereof, on 28 July 2011 the Company converted into a public limited liability company. LR 18.6 and The Company s operations are regulated by the Mauritius Companies Act, the SEM and the FSC. LR The Company was listed on the Official Market of the SEM on 28 March INFORMATION ON BFS As at the Last Practicable Date, BFS is a wholly owned subsidiary of the Company. Following completion of the Disposal, the Company will hold 49 per cent. and Firefly will hold 51 per cent. in the issued share capital of BFS. The business conducted through BFS (and its subsidiaries) includes the provision of unsecured credit and related products to historically under-served low to middle income individuals in South Africa. LRs 13.16(c), 13.16(d), 13.30(a)(ii) The business provides clients with personalised and direct access to credit by originating retail loans through a wide distribution network of approximately 1,156 mobile, commission-earning independent agents who are supported by a further 1,106 employees. It operates out of 64 branches nationwide and is supported by three call centres. 4 BACKGROUND TO AND REASONS FOR THE PROPOSED TRANSACTION In the view of the Board, the rationale for the Proposed Transaction is that it meets the following key strategic objectives of the Company: LR 13.16(i) (a) to accelerate its transformation agenda and adoption of the Company's business model of empowering local management in each of its operating companies; 13

14 (b) (c) (d) to create local partnership and broad-based black economic empowerment opportunities; to provide potential to leverage GEPF's debt capital market relationships to open new lines of funding to BFS; and to ensure alignment of all shareholders through common shareholdings and skin in the game. The Disposal will result in the Company holding a minority stake in BFS, however it will, pursuant to the terms of the BFS Shareholders Agreement, retain various minority protections, such as veto rights over certain reserved matters, to maximise BFS alignment with the BML Group s business. The USD 60,560,000 advanced by Firefly to BML under the Convertible Loan will be utilised for working capital purposes. The BFS Shortfall Guarantee and the BML Shortfall Guarantee will be provided to GEPF (acting through PIC) to provide it with financial security for the difference between the ultimate value of the Sale Shares and the Conversion Shares and the price paid by GEPF for such shares pursuant to the GEPF Funding Agreement. Further details on the structure of the Proposed Transaction are set out in Section 5. 5 INDEPENDENT VALUATION 5.1 The Company has appointed BDO as an independent valuer to value BFS. Written confirmation of BDO s independence with regards to the Proposed Transaction is attached as Appendix 2. BDO s valuation report dated 6 October 2017 is attached as Appendix 1 and is available to Shareholders to view at the Company s Registered Office. LR 13.16(g)(iii) LR 13.30(d) 5.2 BDO determined a valuation range for BML s 51 per cent. shareholding in BFS of ZAR1,508,000,000 to ZAR1,747,000,000, with a most likely value of ZAR1,606,000, The Disposal will be at the price of ZAR1,632,000,000. The price is based on the 51 per cent. of the value of BFS using a price to book valuation method. 6 FAIRNESS OPINION BDO has confirmed that in its report, that, in its opinion, the terms of the Proposed Transaction are fair and reasonable to those Shareholders who are not related parties on the terms of the Proposed Transaction. Details of the related parties are set out in paragraph 7.2 below. LR 13.25(a) The above opinion has been provided on the assumption that all conditions precedent, including any material regulatory, other approvals and consents required in connection with the Proposed Transaction have been or will be fulfilled and/or obtained. 7 NOTIFIABLE TRANSACTIONS 7.1 The Disposal is a substantial transaction for the purposes of the SEM Listing Rules because the Company accounts show a consolidated group net asset figure of USD 157,295,720 as at 30 June Applying the substantial transaction test to this 14

15 consolidated net asset figure results in the aggregate value of the consideration representing circa per cent. of the consolidated net assets of the Company. The SEM Listing Rules require issuers such as the Company to obtain shareholder approval for substantial transactions. 7.2 The Proposed Transaction is also a related party transaction for the purposes of the SEM Listing Rules for the reasons set out below: LR 13.16(m) (a) (b) (c) in relation to the Disposal and the Convertible Loan, GEPF (acting through PIC) is an existing shareholder of the Company, holding per cent of the issued share capital of the Company, and is a controlling shareholder of the Company for the purposes of the SEM Listing Rules. Firefly is currently a wholly owned subsidiary of GEPF and hence is an associate of GEPF for the purposes of the SEM Listing Rules; in relation to the BML Loan, the Company will make the BML Loan to BFS (which, at the point, will be a subsidiary of Firefly which in turn will be an associate of GEPF); and as part of the Proposed Transaction, the Company and BFS will provide the BML Shortfall Guarantee and the BFS Shortfall Guarantee, respectively, to GEPF (acting through PIC). LR 13.30(a)(iv)- (vii) The SEM Listing Rules require issuers to obtain shareholder approval for related party transactions and for related parties to abstain from voting on any related party transaction. Accordingly, the Shareholder who is to be considered a related party for the purposes of the SEM Listing Rules is PIC, and PIC will therefore not vote on the Resolution. LR 13.17(b) LR 13.30(c) In addition, the PIC Board Representatives have not participated, and will not participate, in any meetings of the Board to approve the Proposed Transaction. 7.3 Each of the individual steps set out in paragraph 7.2 above are conditional upon one another and therefore, despite the fact that most (and potentially all) of these steps are related party transactions on their own merits under the SEM Listing Rules, the Independent Directors consider each of the constituent steps of the Proposed Transaction to be indivisibly linked and therefore consider the entire Proposed Transaction to be both a related party transaction and a substantial transaction under the SEM Listing Rules. LR 13.16(k)(ii) 8 GENERAL MEETING You will find set out at the end of this document a Notice of General Meeting convening a General Meeting to be held on 18 October 2017 at am at the Company s physical office situated at 3 rd Floor, Rue de L institut, Ebene Skies, Ebene, Mauritius. At the General Meeting, the Resolution will be proposed to approve the Proposed Transaction. The Resolution is being proposed as ordinary resolution and requires a simple majority of those votes cast (by persons present in person or by proxy) at the General Meeting to be in favour of the resolution for the resolution to be passed. If passed, the Resolution will authorise the Proposed Transaction, substantially on the terms set out in Section 4 of this document. 15

16 The full text of the Resolution is included in the Notice of General Meeting, which is set out in Section 7 of this document. 9 ACTION TO BE TAKEN You will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting in person, it is important that you complete and return the Form of Proxy in accordance with the instructions printed on it to DTOS Ltd, 10th Floor, Standard Chartered Tower, 19 Cybercity, Ebene Skies, Ebene, Mauritius, so as to arrive no later than am on 18October Completion and return of the Form of Proxy will not preclude you from attending the General Meeting in person, if you so wish and are entitled. 10 FURTHER INFORMATION Your attention is drawn to the further information set out in Section 5 of this document. Shareholders should read the whole of this document and not just rely on the summarised information set out in this letter. 11 RECOMMENDATION The Independent Directors consider that the Proposed Transaction and the Resolution is in the best interests of the Shareholders as a whole. Accordingly, the Independent Directors recommend that Shareholders vote in favour of the Resolution to be put forward to the General Meeting. Yours faithfully, for and on behalf of Bayport Management Limited Jimmy Wong Director Eric Venpin Director 16

17 SECTION 5 PRINCIPAL TERMS OF THE PROPOSED TRANSACTION 12 STRUCTURE OF THE PROPOSED TRANSACTION 12.1 Disposal The Proposed Transaction is structured as follows: It is proposed that Firefly and the Company enter into the Sale Agreement pursuant to which Firefly will acquire 51 per cent. of the issued share capital of BFS for a cash consideration of ZAR 1,632,000,000. The key terms and conditions of the Sale Agreement are described in paragraph 13 below Convertible Loan Simultaneous with completion of the Disposal, Firefly will make a subordinated convertible zero coupon loan to the Company of USD60,560,000 which will be convertible, under certain conditions, into 3,431,411 BML Shares (which represents circa 10 per cent of the issued share capital of the Company as at the Last Practicable Date). The last issuance of BML Shares to a third party (not including shares issued pursuant to long-term incentive plans or other incentive schemes) was at a price of USD Applying such price per share valuation to the Conversion Shares would then give a value of USD61,044, The key terms of the Convertible Loan are described in paragraph 14 below GEPF Funding and Shortfall Guarantee Simultaneous with completion of the Disposal and the Convertible Loan both BFS and BML will enter into the Shortfall Guarantee, pursuant to which: (a) (b) BFS will provide a guarantee to GEPF (acting through PIC) in respect of the Disposal Funding which it will provide to Firefly to enable Firefly to pay the consideration payable in connection with the Disposal; and BML will provide a guarantee to GEPF (acting through PIC) in respect of the Convertible Loan Funding which it will provide to Firefly to enable Firefly to advance the Convertible Loan The key terms of the BFS Shortfall Guarantee, the BML Shortfall Guarantee and the GEPF Funding are described in paragraphs 15 and 16 below BML Loan In connection with the above and following completion of the Disposal, the Company will lend an amount equal to the ZAR 1,632,000,000 (approximately USD 120,000,000) consideration it receives for the Disposal to BFS. The key terms of the BML Loan are described in paragraph 17 below. 13 SALE AGREEMENT 13.1 Subject to the fulfilment or waiver of conditions precedent (certain material conditions are described in paragraph 13.4 below), Firefly will acquire the Sale 17

18 Shares, representing 51 per cent. of the issued share capital of BFS pursuant to the Sale Agreement. On acquiring the Sale Shares Firefly will have the right to appoint the majority of the members of the BFS board, including the chairperson The consideration to be paid for the Sale Shares is ZAR 1,632,000,000 (approximately USD 120,000,000) and will be settled in cash by Firefly on completion of the Sale Agreement Under the terms of the Sale Agreement, the Company will give warranties to Firefly that are customary for a transaction of this nature, subject to customary limitations as to the period during which claims may be brought and customary thresholds for the capping of claims The Sale Agreement is subject to the fulfilment or waiver (where appropriate), as the case may be, of the following material conditions precedent: (a) (b) (c) (d) (e) (f) the shareholders of the Company, BFS and Firefly passing such resolutions as may be required to authorise and implement the Sale Agreement; the Baysec noteholders approving the terms of the Disposal; the Company obtaining the consent of its counterparties to various material agreements where such counterparties consent is required in respect of the Disposal; the board and/or investment committee of GEPF (acting through PIC) approve the terms of the Disposal; the GEPF Funding Agreement becoming unconditional; and to the extent required, the parties obtaining all statutory and/or regulatory approvals (or deemed approvals) or waivers, as the case may be, required for implementation of the Sale Agreement, including without limitation, SEM approval, competition commission approval and exchange control approval in respect of the Proposed Transaction. 14 CONVERTIBLE LOAN 14.1 Subject to the fulfilment or waiver of the conditions precedent (certain material conditions are described in paragraph 14.5 below), Firefly will lend the Company the USD 60,560,000 by way of the Convertible Loan. The Convertible Loan is an unsecured zero coupon loan convertible into the Conversion Shares (representing circa 10% of the issued share capital of the Company at the Last Practicable Date) in accordance with the Convertible Loan Agreement The Convertible Loan will convert into the Conversion Shares on the occurrence of the following events: (a) (b) automatically on an initial public offering of the Company on a publicly traded stock exchange (other than the SEM); or automatically on the fifth anniversary of the date on which the Convertible Loan is advanced by Firefly Assuming that BML is still listed on the SEM, on conversion of the Convertible Loan, BML will issue the listing particulars in relation to the Conversion Shares, if the SEM Listing Rules require to do so. 18

19 14.4 The Convertible Loan can be used by BML for working capital purposes The Convertible Loan is subject to the fulfilment or waiver (where appropriate), as the case may be, of the following material conditions precedent: (a) (b) (c) (d) (e) (f) resolutions being passed by the directors and shareholders of the Company, to the extent required and to the satisfaction of Firefly, authorising entry by the Company into the Convertible Loan Agreement; approval of the Convertible Loan Agreement by the Financial Surveillance Department of the South African Reserve Bank (or an authorised dealer on its behalf), to the extent required by the regulations made under the Currency and Exchanges Act No 9 of 1933; the Sale Agreement is signed in a form and substance acceptable to Firefly and becomes unconditional in accordance with its provisions (save for any condition relating to the Convertible Loan Agreement being unconditional); to the extent applicable, the Company obtains all corporate regulatory and shareholder approvals and third party consents, which may be required for the conclusion and implementation of the Convertible Loan Agreement; to the extent applicable and in accordance with applicable law, the board and the shareholders of the Company approve the allotment and issue of the Conversion Shares pursuant to the relevant conversion mechanics; and the Shareholders have consented to the potential conversion and has waived its entitlement (whether in terms of applicable law, the constitutional documents of the Company, any shareholders agreement in relation to the Company or elsewhere) to subscribe pro rata for the Conversion Shares Upon the issue of the Conversion Shares to Firefly on conversion of the Convertible Loan, Firefly will be entitled to nominate a director to the board of directors of the Company in terms of, and in accordance with, applicable law and the Company s constitutional documents The Company will give customary warranties and representations to Firefly under the terms of the Convertible Loan Agreement Firefly may demand, amongst other things, immediate repayment of the Convertible Loan in full and/or specific performance of the terms of the Convertible Loan Agreement if certain specified events of default or potential events of default occur. 15 DISPOSAL FUNDING AND CONVERTIBLE LOAN FUNDING The Disposal Funding and the Convertible Loan Funding will be provided to Firefly by GEPF (acting through PIC) pursuant to the terms of the GEPF Funding Agreement as two separate tranches. Disposal Funding 15.1 GEPF (acting through PIC) will lend to Firefly ZAR1,632,000,000 by way of the Disposal Funding, pursuant to the terms of the GEPF Funding Agreement. 19

20 15.2 The key terms of the GEPF Funding Agreement relating to the Disposal Funding are as follows: The term of the loan is five years from the date of the GEPF Funding Agreement Interest is payable by Firefly to PIC in respect of the Disposal Funding at the 6 month Johannesburg Inter Bank Acceptance Rate plus 350 basis points. Interest shall accrue annually and shall be capitalised and repaid in full on the maturity date, being 5 years post the advance date GEPF (acting through PIC) will have the benefit of the following security pursuant to the terms of the GEPF Funding Agreement in connection with the Disposal Funding: (a) (b) (c) the Shortfall Guarantee in relation to the Disposal Funding; first ranking cession and pledge over the Sale Shares; first ranking cession and pledge over the bank accounts of Firefly; The mandatory prepayment provisions will be triggered if, amongst other things, it becomes unlawful for GEPF (acting through PIC) to perform its obligations or fund or maintain the Disposal Funding. Firefly will have to prepay the Disposal on each day it receives any dividends or other distributions from BFS, such prepayment amount to be limited to the amount of such dividends or other distributions received from BFS Firefly is restricted from transferring the Sale Shares until the Disposal Funding has been repaid by Firefly (although this restriction can be waived in certain circumstances). Convertible Loan Funding 15.4 GEPF (acting through PIC) will lend to Firefly USD 60,560,000 by way of the Convertible Loan Funding, pursuant to the terms of the GEPF Funding Agreement The key terms of the GEPF Funding Agreement relating to the Convertible Loan Funding are as follows: The term of the loan is the earlier of: (a) (b) a mandatory conversion event; or five years from the date of the GEPF Funding Agreement Interest is payable by Firefly to GEPF (acting through PIC) in respect of the Convertible Loan Funding at the 6 month Johannesburg Inter Bank Acceptance Rate plus 350 basis points. Interest shall accrue annually and shall be capitalised annually until the maturity date GEPF (acting through PIC) will have the benefit of the following security pursuant to the terms of the GEPF Funding Agreement in connection with the Convertible Loan Funding: (a) the Shortfall Guarantee in relation to the Convertible Loan; and 20

21 (b) (c) first ranking cession and pledge over the Convertible Loan as appropriate; and first ranking cession and pledge over the bank accounts of Firefly The mandatory prepayment provisions will be triggered if, amongst other things, it becomes unlawful for GEPF (acting through PIC) to perform its obligations or fund or maintain the Convertible Loan Funding. Firefly will have to prepay the Convertible Loan Funding on each day it receives any dividends or other distributions from BML, such prepayment amount to be limited to the amount of such dividends or other distributions received from BML Firefly may voluntarily prepay the whole or any part of Convertible Loan Funding at any time (the minimum prepayment amount being ZAR1,000,000.00). 16 SHORTFALL GUARANTEE 16.1 BFS, the Company and GEPF (acting through PIC) will enter into the Shortfall Guarantee, pursuant to which BFS will provide GEPF (acting through PIC) with the BFS Shortfall Guarantee in respect of Firefly s obligations under the Disposal Funding and BML will provide GEPF (acting through PIC) with the BML Shortfall Guarantee in respect of Firefly s obligations under the Convertible Loan Funding There is no cross liability under the Shortfall Guarantee, i.e. BFS is liable for the BFS Shortfall Guarantee and BML is liable for the BML Shortfall Guarantee. BFS Shortfall Guarantee 16.3 The key terms of the BFS Shortfall Guarantee are as follows: The BFS Shortfall Guarantee will expire and be of no further force or effect, if on either: (a) (b) an initial public offering by BFS; or the fifth anniversary of the date of advance of the Disposal Funding pursuant to the GEPF Funding Agreement (the BFS Maturity Date ), the value of the Sale Shares is equal to or greater than the consideration paid for such shares and applicable interest The BFS Shortfall Guarantee may be exercised by GEPF (acting through PIC) if: (a) (b) on an initial public offering by BFS (or an entity whose assets are managed by BFS); or the BFS Maturity Date, the value of the Sale Shares is less than the sum of ZAR1,632,000,000 plus all interest accrued from the date of advance of such amount up until the date of the relevant trigger event (the BFS Hurdle Rate ) Pursuant to the BFS Shortfall Guarantee, GEPF (acting through PIC) will be entitled to claim from BFS, an amount equal to the difference between the value of the Sale Shares and the BFS Hurdle Rate. The shortfall amount can be settled either in cash or by a further issuance of shares by BFS, at the election of GEPF (acting through PIC). 21

22 If the BFS Shortfall Guarantee is exercised on the BFS Maturity Date, GEPF (acting through PIC) can elect whether it wishes to invoke the sale process to dispose of the Sale Shares or whether it elects to settle the shortfall amount on the basis of the non-sale settlement process, provided that on an IPO of BFS, GEPF (acting through PIC) shall be deemed to have automatically elected the non-sale settlement process: (a) if GEPF (acting through PIC) elects to invoke the sale process it should do so by giving notice to BFS ( Sale Notice ) stating that it intends to dispose of the Sale Shares. The sale process should involve the following steps: (i) (ii) once the Sale Notice has been received, BFS and GEPF (acting through PIC) will appoint an independent valuation expert (a member of one of the Big Four firms) who will determine an indicative value of the Sale Shares; BFS from the date of receipt of the Sale Notice will commence the sale process on behalf of, and in co-operation with, GEPF (acting through PIC) on the basis that (i) the sale would maximise the return of value to (Firefly) as shareholder and (ii) BFS would use its best endeavours to complete the sale process within 12 months on the date of the Sale Notice. Notwithstanding the public sale process, the shareholders of BFS will be entitled to exercise their pre-emption rights under the relevant shareholders agreements. (b) if GEPF elects to settle the shortfall amount of the basis of the non-sale settlement process (other than in the case of an IPO), the following formula will be in order to determine the fair value of the Sale Shares: Net Asset Value x P/BV x = y Where: y means the total number of shares in the issued share capital of BFS; P/BV = (ROE g) / (COE g) Where: (i) (ii) (iii) ROE means the BFS average return on equity (in ZAR) (and if on maturity, this will be as stated with reference to the annual financial statements for financial year ending December 2022); g means average CPI for the last 5 years; and COE means the average 6 month Johannesburg Inter Bank Acceptance Rate plus 350 base points for the relevant period. (c) if the BFS Shortfall Guarantee is exercised on an IPO by BFS, the value of the Sale Shares will be the IPO price per share in BFS on the date of the IPO. 22

23 BML Shortfall Guarantee 16.5 The key terms of the BML Shortfall Guarantee are as follows: The BML Shortfall Guarantee will expire and be of no further force or effect if on either: (a) (b) an initial public offering by BML; or the fifth anniversary of the date of advance of the Convertible Loan Funding pursuant to the GEPF Funding Agreement (the BML Maturity Date ), the value of the Conversion Shares is equal to or greater than the amount advanced under the Convertible Loan Agreement and applicable interest The BML Shortfall Guarantee may be exercised by GEPF (acting through PIC) if: (a) (b) on an initial public offering by BML; or on the BML Maturity Date, the value of the Conversion Shares less than is less than the sum of USD60,560,000 plus all interest accrued from the date of advance of such amount up until the date of the relevant trigger event (the BML Hurdle Rate ) Pursuant to the BML Shortfall Guarantee, GEPF (acting through PIC) will be entitled to claim from BML, an amount equal to the difference between the value of the Conversion Shares and the BML Hurdle Rate. The shortfall amount can be settled either in cash or by a further issuance of shares by BML, at the election of GEPF (acting through PIC). If GEPF (acting through PIC) elects to settle the shortfall amount in BML Shares, BML will issue the listing particulars in relation to such shares once GEPF (acting through) notified of its election pursuant to the terms of the BML Shortfall Guarantee If the BML Shortfall Guarantee is exercised on the BML Maturity Date, GEPF (acting through PIC) can elect whether it wishes to invoke the sale process and dispose of the Conversion Shares or whether it elects to settle the shortfall amount on the basis of the non-sale settlement process, provided that on an IPO of BML, GEPF (acting through PIC) shall be deemed to have automatically elected the non-sale settlement process: (a) if GEPF elects to invoke the sale process it should do so by giving notice to BML ( Sale Notice ) stating that it intends to dispose of the Conversion Shares. The sale process should involve the following steps: (i) (ii) once the Sale Notice has been received, BML and GEPF (acting through PIC) will appoint an independent valuation expert (a member of one of the Big Four firms) who will determine an indicative value of the Conversion Shares; BML from the date of receipt of receipt of the Sale Notice will commence the sale process on behalf of, and in co-operation with, GEPF (acting through PIC) on the basis that (i) the sale would maximise the return of value to (Firefly) as shareholder and (ii) BML would use its best endeavours to complete the sale process within 12 months on the date of the Sale Notice. Notwithstanding 23

24 the public sale process, the shareholders of BML will be entitled to exercise their pre-emption rights under the relevant shareholders agreements; (b) if GEPF elects to settle the shortfall amount of the basis of the non-sale settlement process (other than in the case of an IPO), the following formula will be in order to determine the fair value of the Conversion Shares: Net Asset Value x price to book valuation (P/BV) where: Where: Net Asset Value x P/BV x = y y means the total number of shares in the issued share capital of BML (including the conversion shares); P/BV = (ROE g) / (COE g) (i) ROE means the average return on equity in 2022 (in ZAR), comprising: (A) (B) BML return on equity in 2022 in USD (and if on maturity, this will be as stated with reference to the annual financial statements for financial year ending December 2022); PLUS the average price of the 12 month forward exchange contracts on ZAR to USD, as quoted by SBSA, JPM and BAML; (ii) (iii) g means average CPI for the last 5 years; and COE means the average 6month Johannesburg Inter Bank Acceptance Rate plus 350 base points for the relevant period. (c) if the BML Shortfall Guarantee is exercised on an IPO by BML, the value of the Conversion Shares will be the IPO price per share in BML on the date of the IPO. 17 BML LOAN 17.1 Pursuant to the terms of the BML Loan Agreement, BML will make available an amount of up to ZAR 1,632,000,000 to BFS, which may be drawn down by BFS at any point from the date of the BML Loan Agreement until one month prior to the fifth anniversary of the first utilisation date The ZAR1,632,000,000 will be ring fenced for the purposes approved by PIC (the Permitted Purposes ), including the following: (a) (b) the acquisition of a bank; the funding of the initiatives to diversify BFS s product offer. 24

25 17.3 For so long as the ring fenced funds remain unutilised for the Permitted Purposes, BFS shall temporarily be entitled to utilise the funds for other efficient uses ( Temporary Purposes ) including: (a) (b) repayment of debt to reduce leverage; and for working capital needs Notwithstanding its prior use/drawdown of the funds for Temporary Purposes, BFS will structure any such use/drawdown in such a way that it will have access to the full ZAR1,632,000,000 of the funds at any time a Permitted Purpose is identified Subject to BML s approval, BFS may request a draw-down by providing a written notice to BML in accordance with the procedure set out in the BML Loan Agreement The term of the BML Loan will be a period of five years from the date of the BML Loan Agreement Interest will be payable by BFS at the 6 month Johannesburg Inter Bank Acceptance Rate plus 350 basis points. Interest shall accrue annually and shall be capitalised annually until the maturity date In the event that BFS fails to pay any amount due to BML on the due date for payment, such amount will bear interest at a rate of 2% above the interest rate from the due date for payment to the date of actual payment, both days inclusive. In all other circumstances and unless otherwise agreed in writing, the interest will be calculated on a nominal annual compounded monthly in arrears basis from the relevant draw-down date, or other date on which the relevant portion of the loan is advanced. Any unpaid interest will form part of the capital amount of the loan BFS will give customary representations, warranties and undertakings to BML under the terms of the BML Loan Agreement. These shall be deemed to be given at the date of signature of the BML Loan Agreement and shall be repeated each day thereafter until the full loan amount is repaid in full BFS will give certain customary covenants and will be subject to certain customary conduct restrictions during the duration of the BML Loan On and at any time after the occurrence of a specified event of default, BML shall be entitled to: (i) (ii) cancel the BML Loan; and declare that all or part of the outstanding loans together with the accrued interest be immediately due and payable. 18 BFS SHAREHOLDERS AGREEMENT 18.1 On 26 September 2017, the Company and Firefly entered into the BFS Shareholders Agreement which will, if the Proposed Transaction completes, govern their relationship and agrees various matters in connection with the management and control of BFS The BFS Shareholders Agreement contains the following key terms: 25

26 A shareholder shall be entitled to nominate one director for appointment for every 10% of shares it holds, provided that Firefly, as majority shareholder, shall be entitled to appoint one extra director Each board member will have such number of votes as the shareholder appointing such director would be entitled to, divided by the number of directors appointed by that shareholder The board shall determine the amount of funding required by BFS, however: (a) (b) (c) (d) the parties will use their commercially reasonable endeavours to first raise funding from third party funding institutions at market-related rates; if insufficient funding is procured from third parties, the board shall request the shareholders to provide such funding. The shareholders shall, at their election, be entitled to provide the funding in proportion to their respective shareholding, provided that if a shareholder ( undercapitalised shareholder ) fails or elects not to provide all or a portion of the funding required to be provided by it, the other shareholder shall be entitled (but not obliged) to provide all or a portion of that funding ( excess funding ); if the undercapitalised shareholder fails and/or elects not to provide its portion of the funding, the other shareholder shall be entitled to apply the excess funding to subscribe for shares in BFS (thereby diluting the undercapitalised shareholder); and all funding (other than funding provided by way of equity subscription, as referred to above) provided by shareholders shall attract interest at market related rates, provided that excess funding shall attract interest at market related rates plus 5% Other than the pledge over the Sale Shares, no shareholder shall be entitled to encumber its BFS shares or BFS shareholders loans without the prior written consent of the other shareholder A shareholder s shares in BFS shall be subject to a right of pre-emption in favour of the other shareholders Each shareholder will be deemed to have offered its shares and any debts or other liabilities owed to that shareholder by BFS ( deemed offer ) on the day prior to the occurrence of any of the following events: (a) (b) such shareholder committing a breach of any material term of the BFS Shareholders Agreement and failing to remedy such breach (if capable of remedy) within 14 days of written request to do so; or such shareholder being subject to any insolvency or pre-insolvency events; and the purchase price payable to the relevant shareholder pursuant to implementation of such deemed offer (if accepted by the other shareholders) shall be equal to 50% of the fair market value of such shares and shareholders claims (to be determined by a third party expert if the parties fail to agree on the fair market value) Certain specified consent matters require approval of shareholders holding 85 per cent. of the shares in BFS. 26

27 Each shareholder shall be restricted from competing with BFS for the duration of their shareholding in BFS and for a period of 2 years after it is no longer a shareholder of BFS The parties to the BFS Shareholders Agreement agree that Firefly s memorandum of incorporation will be amended to include a provision whereby Firefly s share capital cannot be modified without prior consent of both BML and BFS. 27

28 SECTION 6 ADDITIONAL INFORMATION 19 RESPONSIBILITY The Directors, whose names appear in paragraph 22 below, collectively and individually, accept full responsibility for the accuracy or completeness of the information contained in this document. The Directors confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. LR INCORPORATION AND REGISTERED OFFICE The Company was incorporated on 10 September 2001 in the British Virgin Islands and subsequently registered as a Mauritian company with effect from 4 March The Company was registered as a private company limited by shares on 2 March 2005 under the Mauritius Companies Act with registration number C1/GBL. LR 9.1 The Registered Office of the Company is situated at C/o DTOS Ltd, 10 th Floor, Standard Chartered Tower, 19 Cybercity, Ebene, Mauritius. 21 SHARE CAPITAL 21.1 Current share capital The issued and fully paid share capital of the Company as at the Last Practicable Date is as follows: Name of Shareholder Current registered shareholding of ordinary shares Kinnevik 7,428, % GEPF (acing through PIC) 6,377, % Takwa Holdco Ltd 5,621, % Elsworthy Holdings Ltd 3,672, % Grant Colin Kurland 2,863, % Kasumu Ltd 2,582, % Takwa Holdco (2) Limited 1,517, % Justin Chola 242, % Etienne Henry Coetzer 134, % Vladimer Gurgenidze 87, % Bryan Arlow 60, % Ted Kristensson 37, % Paul Rodgers 27, % 28

29 Name of Shareholder Current registered shareholding of ordinary shares David Rogers 27, % Paul Silverman 18, % Daniel Goss 18, % David Rajak 18, % Nicole Sanderson 5, % Total 30,741, % 21.2 A structure chart that shows the structure of the BML Group as at the date of this document is attached as Appendix DIRECTORS The Directors and their positions as at the date of this document are as follows: Name Vladimer Gurgenidze Stuart Stone Grant Kurland Eric Venpin Justin Chola Jimmy Wong Jonathan Michael Jawno Temitope Olugbeminiyi Lawani Souleymane M Leonard Ba Roberto Rossi Cynthia Gordon Mervin Muller Mercedes Koketso Mabe Magnus Jakobson Nicholas Dominic Haag Office Held Chairperson Director and Joint Chief Executive Officer Director and Joint Chief Executive Officer Director Director Director Director Director Director Director Director Director Director Director Director 29

30 Franco Danesi Director Michael Paul Mendelowitz Alternate Director to Roberto Rossi and Jonathan Jawno Kabelo Molefe Senoelo Reabetswe Tiisetso Alternate Director to Mervin Muller Alternate Director to Mercedes Koketso Mabe 23 DIRECTORS AND CHIEF EXECUTIVE S INTERESTS IN THE COMPANY 23.1 Current interests in issued share capital of the Company As at the Last Practicable Date, the interests of the Directors, the chief executive and their associates in the share capital of the Company were: LR 9.56 Director Number of ordinary shares Percentage of issued capital Grant Colin Kurland 2,863, % Justin Chola 242, % Vladimer Lado Gurgenidze 87, % Stuart Stone* 2,582, % Jonathan Jawno, Michael Mendelowitz and Roberto Rossi** 3,672, % Total 9,446, % *Mr Stuart Stone is a contingent beneficiary of a trust which holds an indirect interest in the Company through Kasumu Ltd, which holds 8.40% in the Company. **Mr Jonathan Jawno, Mr Michael Mendelowitz and Mr Roberto Rossi are contingent beneficiaries of certain trusts which hold an indirect interest in the Company through Elsworthy Holdings Limited, which holds 11.94% in the Company. LR 9.56 None of the Directors, the joint chief executives nor their associates interests in the share capital of the Company will change through the implementation of the Proposed Transaction Remuneration The aggregate of remuneration paid and benefits in kind granted to the directors of the Group in respect of the last financial year ended 31 December 2016 amounted to USD 1,633,499. LRs 9.58, 9.59 The directors remuneration and benefits in kind for the next financial period have been budgeted to be USD 1,462,

31 23.3 Director s material interests in contracts with the Company (a) BFS Zambia Mr Justin Chola, who is a director of both the Company and BFS Zambia and Ms Martha Akapelwa, who is a director of BFS Zambia, respectively have 6,396 and 2,004 ordinary shares in the capital of BFS Zambia, and are parties to a shareholders agreement in respect of BFS Zambia with the Company. LR 9.60 Under the shareholders agreement, shareholders must be offered the opportunity to participate in any equity fundraising in proportion to their respective shareholdings. The shareholders agreement contains rights of pre-emption whereby if the Company wishes to dispose of its shares in BFS Zambia, it must first offer such shares to all other shareholders pro rata to their respective shareholdings in BFS Zambia. A carve-out to the rights of pre-emption is that the Company is entitled to freely transfer its shares in BFS Zambia to any member of the BML Group, to Mr Jimmy Wong and his family entities and to Mr Grant Kurland and his family entities. Both Mr Chola and Ms Akapelwa must obtain the Company s prior written consent before disposing of any of their shares in BFS Zambia. The Company also has certain drag along rights whereby if the Company receives a bona fide third party offer to purchase the entire issued ordinary share capital of BFS Zambia, both Mr Chola and Ms Akapelwa will be obliged to accept the offer on the same terms and conditions as the Company. Both Mr Chola and Ms Akapelwa have also undertaken not to compete with the Company anywhere in Africa for a period of 24 months from the date they cease to be shareholders. (b) No other material interests Save as disclosed above in this paragraph 23, there are no other contracts or arrangements at the date of this document in which a Director is materially interested and which is significant in relation to the business of the BML Group. LR CONSOLIDATED BML GROUP DEBT A statement on a consolidated basis of the information required under rule 9.45 of the SEM Listing Rules based on the Company s management accounts dated 30 June 2017 is attached as Appendix FINANCIAL AND BUSINESS PROSPECTS LR 9.45 Since 31 December 2016, business has been in line with the Directors expectations and demonstrates continued growth in the Group s unsecured credit and consumer finance business. LR 9.46(b) 26 MATERIAL CONTRACTS The following is a summary of each contract (not being a contract entered into in the ordinary course of business) to which the Company or any other member of the BML Group is or has been a party within the two years immediately preceding the date of this document: LR

32 26.1 Traficc Acquisition Agreement On 9 May 2017, the Company entered into a share purchase agreement with David Greenberg, Greeny's Trust, Mark Tarlie, Nicholas Tarlie, Sean van Wyk, The Van Wyk Family Trust, The Babalakis Trust and The Seve Trust (together, the Sellers ) and the Target Entities (as defined below) (the Traficc Acquisition Agreement ), pursuant to which the Company will, subject to the fulfilment or waiver of the conditions precedent specified in the Traficc Acquisition Agreement, acquire 51% of the issued share capital in each of the following entities (the Traficc Acquisition ): The Real Automobile Finance & Insurance Consulting Company Proprietary Limited; Peak Hour Consultants Proprietary Limited; Traficc Global Proprietary Limited; Green Light Insurance Brokers Proprietary Limited; Built to Last Proprietary Limited; Traficc Maintenance Plans Proprietary Limited; and Sugar Magnolia Proprietary Limited. (together, the Traficc Entities ) The consideration for the Traficc Acquisition comprises: (a) (b) (c) an initial cash portion in the amount of R23,067,763, payable on completion to the Sellers; the issue of 114,647 BML Shares to the Sellers on completion; and subject to achieving a growth rate of at least 20% per annum for three years following the initial financial close by the Target Entities: (i) (ii) the additional cash portion in the amount of R5,371, payable to the Sellers; the issue of the additional 26,694 BML Shares to the Sellers. The Sellers have provided the Company with warranties in respect of the Traficc Entities that are customary for a transaction of this nature, subject to customary limitations as to the period during which claims may be brought and customary thresholds for the capping of claims. Once the Traffic Acquisition completes, the Company will allot and issue 114,647 BML Shares to the Sellers in accordance with the terms of the Traficc Acquisition Agreement Traficc Shareholder s Agreement On 9 May 2017, the Company and the Sellers have entered into the shareholders agreement in respect of the Traficc Entities (the Traficc Shareholders Agreement ). 32

33 Pursuant to the terms of the Traficc Shareholders Agreement, the following options have been granted by the relevant parties in relation to the shares in the Traficc Entities and the BML Shares issued to the Sellers pursuant to the Traficc Acquisition Agreement. Corporate Action Call Option The Sellers have granted a call option (the Call Option ) to the Company, exercisable upon the earlier of (i) the occurrence of a corporate action (similar to an initial public offering) or (ii) general corporate action occurring after two years of the initial financial close, in respect of the Company, to purchase the remaining shares in the Target Entities from the Sellers so that the Company will hold 100% of the issued shares in each of the Target Entities. The Call Option is structured as a share swap in terms of which the Sellers will receive such number of BML Shares as is equal to a valuation of the 49% of the Target Entities as set out in the Traficc Shareholders Agreement. The Call Option may not be exercised before 1 March Put Option If, by 31 December 2020, the Company has not listed on another recognised stock exchange or is not in the process of listing on a recognised stock exchange, the Sellers has the option to sell all of the BML Shares (but not part) received by them pursuant to the Traficc Acquisition Agreement to the Company at a price of USD23.36 per share. BML Call Option If, by 31 December 2020, the Company has not listed on another recognised stock exchange or is not in the process of listing on a recognised stock exchange, the Company has the option to acquire the BML Shares issued to the Sellers pursuant to the Traficc Acquisition Agreement at a price of USD23.36 per share Picasso Option Agreement On 9 May 2017, the Company has entered into an option agreement with The Trustees for the time being of the Picasso Moon Trust (the Picasso Moon Trust ) and Picasso Moon Investments (the Picasso Option Agreement ) pursuant to which Picasso Moon Trust granted an option (the Picasso Option ) to the Company to acquire 51 shares in Picasso Moon Investments (constituting 51% of the issued share capital of Picasso Moon Investments) (the Picasso Option Shares ). The option price payable in respect of the Picasso Option Shares comprises: (a) (b) a cash payment in the amount equal to USD126,316 payable to Picasso Moon Trust on the exercise of the Picasso Option; and the issue of 8,111 BML Shares to Picasso Moon Trust on the exercise of the Picasso Option. Pursuant to the terms of the Picasso Option Agreement, the Company can exercise the Picasso Option by delivering written notice to Picasso Moon Trust at any time between during the period commencing from the date of the Picasso Option Agreement and expiring at the end of the first calendar month following implementation of the Traficc Acquisition Agreement. 33

34 Picasso Moon Trust has provided the Company with warranties in respect of Picasso Moon Investments (which are repeated at the time of the exercise of the Picasso Option). The warranties are similar to those provided by the Sellers under the Traficc Acquisition Agreement. As at the Last Practicable Date, the Picasso Option has not been exercised. Upon exercise of the Picasso Option, the Company will hold 51% in the issued share capital of Picasso Moon Investments. 27 GOVERNMENTAL, LEGAL AND ARBITRATION PROCEEDINGS The Company is not currently, and has not within the last twelve months been, subject to any material court or administrative proceedings which could have a significant effect on its or the BML Group s financial position or profitability. The Company is not aware of any legal proceedings or arbitration proceedings that could arise and which could have a significant effect on the Company or the BML Group s financial position or profitability. LR CONSENTS BDO has given and not withdrawn its written consent to the inclusion of its independent valuation on BFS dated 6 October 2017, referred to in paragraph 5 of Section 3 and attached as Appendix 1, in the form and context in which it is included. LR 9.7(b) LR13.30 (d) LR 13.31(c) 29 DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the Company s Registered Office up to and including the date of the General Meeting and for the duration of the General Meeting: LR 9.65 (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) the constitution of the Company; the Sale Agreement; the Convertible Loan Agreement; Shortfall Guarantee; the GEPF Funding Agreement; the BFS Shareholders Agreement; the revised BFS memorandum of incorporation; each of the contracts referred to in paragraphs 5.3 and 8 above; the BML 2015 Accounts and the BML 2016 Accounts; the BDO independent valuation attached as Appendix 1 and BDO statement of independence attached as Appendix 2; the statement on a consolidated basis of the information required under rule 9.45 of the SEM Listing Rules attached as Appendix 3; the structure chart attached as Appendix 4; and 34

35 (m) this document and the Form of Proxy. 35

36 SECTION 7 NOTICE OF GENERAL MEETING LR Bayport Management Limited (the Company ) (Incorporated in the British Virgin Islands on 10 September 2001 and subsequently registered in Mauritius under the Companies Act 2001 on 2 March 2005 with registration number C1GBL) NOTICE IS GIVEN that a GENERAL MEETING of BAYPORT MANAGEMENT LIMITED (the Company ) will be held at on 18 October 2017 at 3 rd Floor, Rue de L institut, Ebene Skies, Ebene, Mauritius to consider and, if thought fit, pass the following resolution as ordinary resolution: ORDINARY RESOLUTION 1. THAT DOCUMENTS TO EFFECT THE FOLLOWING: LR 13.23(d) (n) (o) (p) (q) (r) (s) (t) the disposal of a 51% interest in the issued share capital of Bayport Financial Services 2010 Proprietary Limited ( BFS ) to Firefly Investments 326 (Proprietary) Limited ( Firefly ), for a consideration of ZAR 1,632,000,000 (the Disposal ); the entry by the Company into the conditional shareholders agreement with Firefly which will govern their relationship and agrees various matters in connection with the management and control of BFS; the entry by the Company into a convertible subordinated zero coupon loan (the Convertible Loan ) pursuant to which Firefly will advance to the Company USD60,560,000 which will be convertible, under certain conditions, into 3,431,411 ordinary shares in the Company (the Conversion Shares ); the provision of a guarantee from BFS to the Government Employees Pension Fund ( GEPF ), an existing shareholder of the Company (acting through the Public Investment Corporation SOC Limited as its agent/representative ( PIC )) and a shareholder of Firefly, in respect of the loan it will make to Firefly so as to enable Firefly to pay the consideration payable in connection with the Disposal; the provision of a guarantee from the Company to GEPF (acting through PIC) in respect of the loan it will make to Firefly to enable Firefly to advance the Convertible Loan; and in connection with the above and following completion of the Disposal, the Company lending an amount ZAR 1,632,000,000 consideration it receives for the Disposal to BFS on terms and conditions to be agreed, (together, the Proposed Transaction ), as summarised in Section 5 of the circular to shareholders of the Company dated 17 October 2017, and all other agreements and ancillary agreements contemplated such documents, be and are approved and that: (i) any two directors of the 36

37 Company be authorised to execute such documents on behalf of the Company and any of its subsidiaries; and (ii) that any of Lovena Sowkhee, Ravin Kistoo, Stephen Forbes Williamson or Lodewyk Christian Koch (acting together or severally) be authorised to do or procure to be done all such acts and things on behalf of the Company and any of its subsidiaries as the Board considers necessary, expedient or desirable in connection with, and to implement, the Proposed Transaction. By order of the Board DTOS Ltd Company Secretary 17 October 2017 Registration No C1/GBL Registered office: 10 th Floor, Standard Chartered Tower, 19 Cybercity, Ebene, Mauritius 37

38 Notes: 1. A shareholder of the Company entitled to attend and vote at the General Meeting may appoint one or more proxies to attend and, on a poll, to vote on his behalf. A proxy need not be a shareholder of the Company. A form of proxy is enclosed for use by shareholders. 2. The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the meeting in person. 3. To be effective, the completed and signed Form of Proxy and the power of attorney (if any) under which it is signed must be returned to DTOS Ltd by no later than am on 18 October The Proposed Transaction amounts to both a substantial transaction and a related party transaction under the SEM Listing Rules. Pursuant to Chapter 13 of the SEM Listing Rules, the shareholders of the Company are being convened to vote on the said substantial and related party transaction. 5. In keeping with SEM Listing Rule 13.23, the validity of the Resolution will be subject to a simple majority of the votes of shareholders present and/or represented being cast in favour of the Resolution. 6. The related party described in the Circular, namely GEPF (acting through PIC), will not exercise its voting rights in relation to the Resolution. 7. This notice is given pursuant to Listing Rule of the Stock Exchange of Mauritius Ltd and the Securities Act The Board of Bayport Management Limited accepts full responsibility for the accuracy of the information contained in this notice. 38

39 SECTION 8 FORM OF PROXY Bayport Management Limited (the Company ) (Incorporated in the British Virgin Islands on 10 September 2001 and subsequently registered in Mauritius under the Companies Act 2001 on 2 March 2005 with registration number C1GBL) FORM OF PROXY FOR A SHAREHOLDERS MEETING I/We, the undersigned, being a member of the above named Company, appoint..or the Chairman of the General Meeting referred to below as my/our proxy to exercise all or any of my/our rights attend, speak and vote on my/our behalf at the General Meeting of the Company to be held on 18 October 2017 and at any adjournment of it.... Name : Date: 39

40 Appendix 1 Independent Valuation

41 Tel: Fax: Wellington Road Parktown, 2193 Private Bag X60500 Houghton, 2041 Johannesburg South Africa The Directors Bayport Management Limited 10th Floor, Standard Chartered Tower 19 Cybercity Ebene Mauritius 6 October 2017 Dear Sirs INDEPENDENT VALUATION REPORT TO BAYPORT MANAGEMENT LIMITED REGARDING THE DISPOSAL OF A 51% INTEREST IN THE ISSUED SHARE CAPITAL OF BAYPORT FINANCIAL SERVICES 2010 PROPRIETARY LIMITED INTRODUCTION On 30 August 2017, Bayport Management Limited ( BML or the Company ) announced that it had entered into an agreement (the Sale Agreement ) with Firefly Investments 326 Proprietary Limited ( Firefly ) pursuant to which the Company would, subject to the fulfilment or waiver of the conditions precedent specified in the Sale Agreement, sell to Firefly 51 per cent of the issued share capital of Bayport Financial Services 2010 Proprietary Limited ( BFS ) for a cash consideration of R1.6 billion (the Disposal ). The following conditional agreements were entered into on 20 September 2017 pursuant to which: the Company agreed to sell to Firefly 51 per cent of the issued share capital of BFS for a cash consideration of R1.6 billion; Firefly agreed to make a convertible subordinated zero coupon loan (the Convertible Loan ) to the Company of USD 60,560,000 which will be convertible, under certain conditions, into 3,431,411 BML Shares, which represents circa 10 per cent of the issued share capital of the Company at a price of USD17.79 per share; the South Africa Government Employees Pension Fund ( GEPF ), an existing shareholder of the Company (acting through the South African Public Investment Corporation SOC Limited ( PIC ) as its agent/representative) and a shareholder of Firefly, providing a loan to Firefly so as to enable Firefly to pay the consideration payable in connection with the Disposal and BFS will, in respect of such loan, provide a guarantee to GEPF (acting through PIC) ( BFS Shortfall Guarantee ). The BFS Shortfall Guarantee, detailed further in Section 4, paragraph 5 of the Circular, will terminate, regardless of whether exercised or not, on the earlier of the listing of BFS via an Initial Public Offering ( IPO ) or 31 December 2022 ( Maturity Date ); GEPF (acting through PIC) will provide a loan to Firefly which enables Firefly to advance the Convertible Loan and the Company will, in respect of such loan to Firefly, provide a guarantee to GEPF (acting through PIC) ( BML Shortfall Guarantee ). The BML Shortfall Guarantee, detailed further in Section 4, paragraph 5 of the Circular, will terminate, regardless of whether exercised or not, on the earlier of the listing of BML via an IPO or the Maturity Date; and in connection with the above and following completion of the Disposal, the Company will lend an amount equal to the proceeds of the Disposal, being R1.6 billion, to BFS; (together, the Proposed Transaction ). The directors of BML ( Directors ) consider each of the constituent steps of the Proposed Transaction to be indivisibly linked and therefore the Proposed Transaction is a substantial transaction and a related party transaction for BML under Chapter 13 of the Stock Exchange of Mauritius Limited ( SEM ) Listing Rules. BDO Corporate Finance (Pty) Ltd Registration number: 1983/002903/07 VAT number: BDO Corporate Finance (Pty) Ltd, a South African company, is an affiliated company of BDO South Africa Inc, a South African company, which in turn is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is an international network of independent public accounting, tax and advisory firms ( the BDO network ), which perform professional services under the name of BDO (BDO is the brand name for the BDO International network and for each of the BDO Member Firms).

42 Page 2 BDO Corporate Finance Proprietary Limited ( BDO Corporate Finance ) has been appointed by the board of directors of BML to provide an independent valuation of BFS as required in terms of section of the SEM Listing Rules. RESPONSIBILITY Compliance with the SEM Listing Rules is the responsibility of the Directors. Our responsibility is to perform an independent valuation of BFS. DETAILS AND SOURCES OF INFORMATION In performing our independent valuation we have relied upon the following principal sources of information: The Sale Agreement; The terms and conditions of the Proposed Transaction, as set out in the Circular Audited annual financial statements of BFS for the years ended 31 December 2015 and 2016; Management accounts of BFS for the period ended 31 August 2017; Forecast financial information in respect of BFS for the financial years ending 31 December 2017 to 2020; Discussions with management regarding the strategic rationale for the Proposed Transaction; Discussions with management regarding the historical, budget and forecast financial information of BFS; Discussions with management on prevailing market, economic, legal and other conditions which may affect underlying value of BFS; Publicly available information relating to the Microfinance and Banking sectors in general; and Publicly available information relating to BFS that we deemed to be relevant, including company announcements and media articles. The information above was secured from: Directors and management of BFS and their advisors; and Third party sources, including information related to publicly available economic, market and other data which we considered applicable to, or potentially influencing BFS. PROCEDURES PERFORMED In performing our independent valuation we have undertaken the following procedures and taken into account the following factors in evaluating the fairness of the Proposed Transaction: Reviewed the terms and conditions of the Proposed Transaction; Reviewed the historical financial information related to BFS, being the audited financial information and year-to-date management accounts; Reviewed and obtained an understanding from management as to the forecast financial information of BFS for the financial years ( FY ) ending 31 December prepared by management of BFS. Considered the forecast cash flows and the basis of the assumptions therein including the prospects of the business of BFS. This review included an assessment of the recent historical performance to date as well as the reasonableness of the outlook assumed based on discussions with management and assessed the achievability thereof by considering historic information as well as macro-economic and sectorspecific data; Performed such other studies and analyses as we considered appropriate and have taken into account our assessment of general economic, market and financial conditions and our experience in other transactions, as well as our experience in securities valuation and knowledge of the banking industry generally; Held discussions with directors and senior management of BFS regarding the past and current business operations, regulatory requirements, financial condition and future prospects of the Company and such other matters as we have deemed relevant to our inquiry;

43 Page 3 Held discussions with directors and management regarding the rationale for the Proposed Transaction; Determined the fair value of BFS s lending operations by applying appropriate generally accepted valuation approaches and methods in use in the market from time to time. Aggregated the valuation of the lending operations and other investments (comprising 50 AB ordinary shares in HBA Proprietary Limited which have been classified as available-for-sale) to determine a sum-of-the-parts ("SOTP") valuation of BFS; Assessed the long-term potential of BFS; Performed a sensitivity analysis on key assumptions included in the valuation, specifically related to sustainable growth rates beyond the forecast period and the discount rate; Evaluated the relative risks associated with BFS and the Microfinance and Banking sectors. APPROPRIATENESS AND REASONABLENESS OF UNDERLYING INFORMATION AND ASSUMPTIONS We satisfied ourselves as to the appropriateness and reasonableness of the information and assumptions employed in performing our independent valuation by: Reliance on the audit report in the financial statements of BFS; Conducting analytical reviews on the historical financial results and forecast financial information in respect of BFS, such as key ratio and trend analyses; and Determining the extent to which any representations from management were confirmed by documentary and audited financial evidence as well as our understanding of BFS, the economic environment in which BFS operates and the Microfinance and Banking sectors. LIMITING CONDITIONS This independent valuation is provided in connection with and for the purposes of the Proposed Transaction. The opinion is prepared solely for this purpose and therefore should not be regarded as suitable for use by any other party or give rise to third party rights. The independent valuation does not purport to cater for each individual shareholder s perspective, but rather that of the general body of BML shareholders. Should a shareholder be in doubt as to what action to take, he or she should consult an independent adviser. An individual shareholder s decision regarding the Proposed Transaction may be influenced by such shareholder s particular circumstances. We have relied upon and assumed the accuracy of the information provided to us in deriving our independent valuation. Where practical, we have corroborated the reasonableness of the information provided to us for the purpose of our independent valuation, whether in writing or obtained in discussion with management of BFS, by reference to publicly available or independently obtained information. While our work has involved an analysis of, inter alia, the financial information, and other information provided to us, our engagement does not constitute, nor does it include, an audit conducted in accordance with generally accepted auditing standards. Where relevant, forward-looking information of BFS relates to future events and is based on assumptions that may or may not remain valid for the whole of the forecast period. Consequently, such information cannot be relied upon to the same extent as that derived from audited financial statements for completed accounting periods. We express no opinion as to how closely the actual future results of BFS will correspond to those projected. Where practicable, we have however compared the budget and forecast financial information to past trends and third party estimates as well as discussing the assumptions inherent therein with the management of BFS. We have also assumed that the Proposed Transaction will have the legal, accounting and taxation consequences described in discussions with, and materials furnished to us by, representatives and advisors of BML and we express no opinion on such consequences. We have assumed that all agreements that will be entered into in respect of the Proposed Transaction will be legally enforceable. Our independent valuation is based on current economic, regulatory and market as well as other conditions. Subsequent developments may affect the independent valuation, and we are under no obligation to update, review or re-affirm our independent valuation based on such developments.

44 Page 4 INDEPENDENCE AND FEES We confirm that BDO Corporate Finance has no equity interest in BML or in any other party to the Proposed Transaction. Furthermore, we confirm that our professional fees are not contingent upon the success of the Proposed Transaction. HISTORICAL AND FORECAST FINANCIAL INFORMATION Historical and forecast financial information for BFS based on management s forecasts is detailed in the table below. Income statement BFSSA Dec-15 Dec-16 Dec-17 Dec-18 Dec-19 Dec-20 R'000 Audited Audited Forecast Forecast Forecast Forecast Interest income 1,079,211 1,033, , ,436 1,062,679 1,137,322 Interest expense (419,225) (345,565) (329,912) (307,359) (293,950) (279,254) Net interest income 659, , , , , ,069 Impairment of loans and advances (465,806) (507,844) (400,952) (488,251) (462,373) (474,502) Risk adjusted net interest income 194, , , , , ,567 Non-interest revenue 453, , , , , ,857 Direct costs (118,106) (125,701) (117,079) (120,335) (116,248) (111,328) Indirect costs (428,141) (447,633) (378,910) (342,053) (356,195) (358,090) Profit before tax 101,242 (64,504) 119, , , ,006 Tax 8,961 (1,743) (3,890) (10,715) (54,897) (82,519) Profit for the year 110,203 (66,247) 116, , , ,487 Ratios Interest income % advances 31.63% 38.22% 35.29% 32.95% 32.55% 33.89% Interest expense % advances (12.29%) (12.78%) (12.17%) (10.37%) (9.00%) (8.32%) Impairment of loans and advances % advances (13.65%) (18.78%) (14.79%) (16.47%) (14.16%) (14.14%) Non-interest revenue % advances 13.28% 12.15% 14.38% 14.37% 14.55% 14.80% Direct expenses % advances (3.46%) (4.65%) (4.32%) (4.06%) (3.56%) (3.32%) Indirect expenses % advances (12.55%) (16.55%) (13.97%) (11.54%) (10.91%) (10.67%) PBT % advances 2.97% (2.38%) 4.42% 4.86% 9.47% 12.25% Effective tax rate (8.85%) (2.70%) 3.24% 7.43% 17.77% 20.08% PAT % advances 3.23% (2.45%) 4.28% 4.50% 7.78% 9.79% YoY Growth: Net interest income 4.3% -8.9% 6.7% 14.9% 11.6% Non-interest revenue -27.5% 18.6% 9.2% 11.6% 4.6% Direct costs 6.4% -6.9% 2.8% -3.4% -4.2% Indirect costs 4.6% -15.4% -9.7% 4.1% 0.5% Profit after tax % % 15.0% 90.4% 29.3%

45 Page 5 Balance sheet BFSSA Dec-15 Dec-16 Dec-17 Dec-18 Dec-19 Dec-20 R'000 Audited Audited Forecast Forecast Forecast Forecast ASSETS Cash and cash equivalents 614, , , , , ,934 Other receivables 270, , , , , ,723 Deferred tax 235, , , , ,367 70,776 Loans and advances 3,412,265 2,704,594 2,711,643 2,963,749 3,264,420 3,356,179 Gross loans and advances 4,854,735 5,547,790 5,772,606 6,156,391 6,659,543 6,935,376 Allowance for impairment (1,922,400) (2,843,196) (3,060,963) (3,192,642) (3,395,123) (3,579,197) Carrying value of written-off book 479, Other investments 230, , , , , ,445 Intangible assets 6,221 18,613 26,600 26,600 26,600 26,600 Property and equipment 30,534 49,154 47,026 31,351 21,940 18,792 Goodwill 445, , , , , ,560 Total assets 5,245,462 4,634,551 4,565,894 4,723,529 4,982,022 4,879,009 EQUITY AND LIABILITIES Capital and reserves Share capital 2,178,491 2,178,490 2,619,741 2,619,741 2,619,741 2,619,741 Available-for-sale reserve 225, , , , , ,645 (Accumulated deficit) / Retained income (335,125) (1,023,749) (907,700) (774,229) (520,116) (191,629) Total equity 2,069,010 1,345,978 1,937,686 2,071,157 2,325,270 2,653,757 Liabilities Trade and other payables 71, , , , , ,819 Interest bearing liabilities 3,104,573 3,119,069 2,521,430 2,516,389 2,486,813 2,015,432 Notes and loans 2,654,006 3,119,069 2,521,430 2,516,389 2,486,813 2,015,432 Shareholder/ subordinated loans 450, Total liabilities 3,176,452 3,288,573 2,628,207 2,652,372 2,656,752 2,225,252 Total equity and liabilities 5,245,462 4,634,551 4,565,894 4,723,529 4,982,022 4,879,009 VALUATION APPROACH The valuation has been prepared on the basis of Market Value. The generally accepted definition of Market Value is the value as applied between a hypothetical willing vendor and a hypothetical willing prudent buyer in an open market and with access to all relevant information. Market Value for financial services firms is commonly derived by applying one or more of the following valuation methodologies: Fair price/book ( P/B ); Return on tangible equity ( RoE ); Price Earnings ( PE ) Multiples; and Dividend discount models ( DDM ) and Residual income models ( RI ). In determining a fair market value of BFS, we applied the fair P/B approach. We valued BFS with reference to estimated tangible net asset value ( TNAV ) using a Gordon Growth model. The TNAV was adjusted for the impact of the early adoption of IFRS 9 as this adjustment does not affect the underlying cash flows. In addition, we considered the market approach (based on financial data for comparable publicly traded companies) as a secondary methodology to support the results of the fair P/B valuation. Empirically, forecast RoE is a good indicator of fair P/B for financial services firms. We set the fair value multiples using a Gordon Growth Model derived P/B. The RoE used in the Gordon Growth model is the long-term forecast (end-state RoE). The cost of equity is derived from the capital asset pricing model (CAPM) with the beta taken from Thomson Reuters (monthly 5-year adjusted beta). The equity risk premium is 6.0% and is standard across the sector (based on a range of 5.0% - 7.0%). We set the terminal growth rate equal to the long-term forecast industry growth rate.

46 Page 6 The valuation multiple is based on a standard Gordon Growth Model as follows: where: Fair P/B = (forecast RoE) g COE g RoE RoE measures the ratio of after-tax net profit to tangible shareholders' equity (also referred to as book value or net asset value) (represented by total equity at the beginning of the year excluding intangible assets), expressed as a percentage. We have used the FY2020 RoE which reflects our view on the maintainable RoE through the economic cycle and represents the expected yield on BFS s mature debtors book based on expected sustainable levels of earnings from new and repeat customers. For BFS we calculate a RoE of c.18.9% based on management s forecasts (being profitafter tax for FY2020 as a percentage of opening tangible net asset value). Cost of equity We calculate the cost of equity based on the following formula: COE = RFR + (beta * ERP) + alpha where risk-free rate = 8.5%, beta = 0.78, equity risk premium is 6.0% and unsystematic risk premium or alpha is 1.0%. This translates into a COE of 14.2%. Each component is analysed further - RFR: yield on RSA R186 Bond being the average yield for the period 13 September 2017 to the date of this report; - Beta: The beta of 0.78 is the median 5-year monthly beta for the South African Banking sector as at the date of this report (Source: Thomson Reuters); - ERP: Equity risk premium of 6.0% is based on various studies and surveys which analyse the observed real returns on equities and bonds internationally and for South Africa over the period The BDO house view of 5% - 7% is consistent with the ranges implied by the empirical studies and the ranges applied in the South African market by valuation practitioners (Source: Credit Suisse Global Investment Return Sourcebook 2016 and PwC Valuation Methodology Survey 2016/2017); and - Alpha: An unsystematic risk premium of 1.0% has been applied based on the size of the company relative to the listed peers (Source: PwC Valuation Methodology Survey 2016/2017). Terminal g We apply a 7.5% terminal g which is based on long-term real GDP growth forecasts of 2.0% and long-term inflation forecasts of 5.5% (per Investec Economic review and outlook Q3 2017). A valuation of R1.6 billion was determined in terms of a Fair P/B as follows (as well as the lower and upper range based on sensitivity analysis performed by adjusting the discount rate and sustainable growth rates): Summary of valuation (R'bn) Most likely Lower range Upper range Exit TNAV (excl other investments)in FY+3 = FY Add back: IFRS 9 adoption adjustment Exit TNAV in FY+3 (before IFRS 9 adjustment) x Terminal P/B 1.7x 1.6x 1.9x Terminal value x Discount factor Lending operations (NPV terminal value) Other investments Equity value Value of 51% attributable interest Note 1 = discount factor = 1/(1+Ke)^n, where n = number of years Market approach BDO Corporate Finance typically performs valuations of microfinance institutions ( MFIs ) in the same way as traditional banks. The listed banking sector in South Africa comprises Barclays Africa Group Limited ( Barclays Africa ), Capitec Bank Holdings Limited ( Capitec ), FirstRand Limited ( FirstRand ), Nedbank Group Limited ( Nedbank ), RMB Holdings Limited ( RMB ), Investec Limited ( Investec ) and Standard Bank Group Limited ( Standard Bank ). In addition to these banks, Finbond Group Limited ( Finbond ) and Sasfin Holdings Limited

47 Page 7 ( Sasfin ) have transaction banking offerings but are listed under the Investment Services sub-sector. There are no comparable listed MFIs. Finbond could be considered a good proxy as this group has a significant MFI component however the free-float and liquidity are very low. Of the listed Banks, Capitec could be considered the closest proxy as it targets the same client base as BFS however Capitec has a RoE significantly higher than its peers. Due to the lack of comparable peers, BDO has considered the listed banking sector in South Africa as a whole as the sector is exposed to the same systematic risks. To supplement our analysis, whilst not presented in this report, BDO analyzed data on global low-income finance institutions ( LIFIs ). These institutions provide financial services (consumer and microenterprises loans, payments, and insurance) to low-income segments of the market. They offer interesting comparables for MFI valuation as they operate in the same market. JP Morgan has historically identified 10 listed LIFIs with a broad microfinance focus which they incorporated into a Low Income Finance Index ( LIFI ). They include publicly listed MFIs, banks with an emphasis on SME and microenterprise lending, and consumer lenders. This analysis supports BDO Corporate Finance s view that MFIs are typically valued in the same way as traditional banks. Comparable data for the listed South African banking sector per Thomson Reuters is detailed below: Price to Book/TNAV PE (historical) The implied multiples for BFS are as follows, and are consistent with the market ranges above. The implied multiples are based on normalised earnings which are determined as forecast earnings in FY2020 discounted to the valuation date at the long-term expected industry growth rate of 7.5%. PE (1 Yr fwd) (1 Yr fwd) ROE Beta (5-year monthly) Capitec Bank Holdings Ltd 6.5x 22.2x 20.7x 26.4% 0.36 Investec Ltd 1.5x 12.4x 10.5x 12.6% 1.40 FirstRand Ltd 3.1x 11.1x 12.1x 23.3% 0.78 RMB Holdings Ltd 2.4x 10.5x 10.8x 20.2% 0.85 Nedbank Group Ltd 1.5x 11.5x 8.5x 15.3% 0.70 Standard Bank Group Ltd 2.0x 11.1x 10.0x 16.5% 0.97 Barclays Africa Group Ltd 1.2x 9.7x 7.9x 15.8% 0.78 Median 2.0x 11.1x 10.5x 16.5% 0.78 Summary of multiples Most likely Lower range Upper range Implied Historic PE (normalised) 11.2x 10.2x 12.4x Implied Forward PE (normalised) 10.3x 9.5x 11.4x Implied P/B - current 1.5x 1.4x 1.7x VALUATION RESULTS Based on the results of our procedures performed, our detailed valuation work and other considerations, we determined a valuation range for a 51% shareholding in BFS of R1.5 billion to R1.7 billion, with a most likely value of R1.6 billion. The valuation range above is provided solely in respect of this fair and reasonable opinion and should not be used for any other purposes. OPINION BDO Corporate Finance has considered the terms and conditions of the Proposed Transaction and, based on and subject to the conditions set out herein, is of the opinion that the terms and conditions of the Proposed Transaction, based on quantitative considerations, are fair to the BML shareholders. Based on qualitative factors, we are of the opinion that the terms and conditions of the Proposed Transaction are reasonable from the perspective of BML shareholders.

48 Page 8 Our opinion is necessarily based upon the information available to us up to 4 October 2017, including in respect of the financial, regulatory, securities market and other conditions and circumstances existing and disclosed to us at the date thereof. We have furthermore assumed that all conditions precedent, including any material regulatory, other approvals and consents required in connection with the Proposed Transaction have been or will be fulfilled and/or obtained. Accordingly, it should be understood that subsequent developments may affect this opinion, which we are under no obligation to update, revise or re-affirm. Yours faithfully BDO Corporate Finance Proprietary Limited Nick Lazanakis Director 22 Wellington Road Parktown 2193

49 Appendix 2 BDO Statement of Independence

50 Tel: Fax: BDO & Co Ltd 10, Frère Félix de Valois Street Port Louis, Mauritius P.O. Box 799 GrpCF/1202/NP 09 October 2017 The Directors Bayport Management Limited 10 th Floor, Standard Chartered Tower 19 Cybercity EBENE, Dear Sirs INDEPENDENT VALUATION CERTIFICATE TO BAYPORT MANAGEMENT LIMITED REGARDING THE DISPOSAL OF A 51% INTEREST IN THE ISSUED SHARE CAPITAL OF BAYPORT FINANCIAL SERVICES 2010 PROPRIETARY LIMITED On 30 August 2017, Bayport Management Limited ( BML or the Company ) announced that it had entered into an agreement (the Sale Agreement ) with Firefly Investments 326 Proprietary Limited ( Firefly ) pursuant to which the Company would, subject to the fulfilment or waiver of the conditions precedent specified in the Sale Agreement, sell to Firefly 51 per cent of the issued share capital of Bayport Financial Services 2010 Proprietary Limited ( BFS ) for a cash consideration of R1.6 billion (the Disposal ). The following conditional agreements were entered into on 20 September 2017 pursuant to which: the Company agreed to sell to Firefly 51 per cent of the issued share capital of BFS for a cash consideration of R1.6 billion; Firefly agreed to make a convertible subordinated zero coupon loan (the Convertible Loan ) to the Company of USD 60,560,000 which will be convertible, under certain conditions, into 3,431,411 BML Shares, which represents circa 10 per cent of the issued share capital of the Company at a price of USD17.79 per share; the South African Government Employees Pension Fund ( GEPF ), an existing shareholder of the Company (acting through the South Africa Public Investment Corporation SOC Limited ( PIC ) as its agent/representative) and a shareholder of Firefly, providing a loan to Firefly so as to enable Firefly to pay the consideration payable in connection with the Disposal and BFS will, in respect of such loan, provide a guarantee to GEPF (acting through PIC) ( BFS Shortfall Guarantee ). The BFS Shortfall Guarantee, detailed further in Section 4, paragraph 5 of the Circular, will terminate, regardless of whether exercised or not, on the earlier of the listing of BFS via an Initial Public Offering ( IPO ) or 31 December 2022 ( Maturity Date ); GEPF (acting through PIC) will provide a loan to Firefly which enables Firefly to advance the Convertible Loan and the Company will, in respect of such loan to Firefly, provide a guarantee to GEPF (acting through PIC) ( BML Shortfall Guarantee ). The BML Shortfall Guarantee, detailed further in Section 4, paragraph 5 of the Circular, will terminate, regardless of whether exercised or not, on the earlier of the listing of BML via an IPO or the Maturity Date; and in connection with the above and following completion of the Disposal, the Company will lend an amount equal to the proceeds of the Disposal, being R1.6 billion, to BFS; (together, the Proposed Transaction ). The directors of BML ( Directors ) consider each of the constituent steps of the Proposed Transaction to be indivisibly linked and therefore the Proposed Transaction is a substantial transaction and a related party transaction for BML under Chapter 13 of the Stock Exchange of Mauritius Limited ( SEM ) Listing Rules. BDO & Co, a firm of Chartered Accountants in Mauritius, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

51 Tel: Fax: BDO & Co Ltd 10, Frère Félix de Valois Street Port Louis, Mauritius P.O. Box 799 BDO & Co ( BDO ) has been appointed by the board of directors of BML to provide an independent valuation of BFS as required in terms of section of the SEM Listing Rules. RESPONSIBILITY Compliance with the SEM Listing Rules is the responsibility of the Directors. Our responsibility is to perform an independent valuation of BFS. DETAILS AND SOURCES OF INFORMATION In performing our independent valuation we have relied upon the following principal sources of information: The independent valuation report prepared by BDO Corporate Finance Proprietary Limited ( BDO Corporate Finance ) incorporated in South Africa; Discussions with BDO Corporate Finance regarding the forecasts used and the valuation workings; Audited annual financial statements of BFS for the years ended 31 December 2015 and 2016; Forecast financial information in respect of BFS for the financial years ending 31 December 2017 to 2020; and Publicly available information relating to the Microfinance and Banking sectors in general. PROCEDURES PERFORMED In performing our independent valuation, we have undertaken the following procedures and taken into account the following factors in evaluating the fairness of the Proposed Transaction: Reviewed the valuation workings of BDO Corporate Finance; Reviewed the audited financial information related to BFS, being the 2015 and 2016 audited annual financial statements; Reviewed and obtained an understanding from BDO Corporate Finance as to the forecast financial information of BFS for the financial years ending 31 December prepared by management of BFS; and Performed such other studies and analyses as we considered appropriate and have taken into account our assessment of general economic, market and financial conditions and our experience in other transactions, as well as our experience in securities valuation and knowledge of the banking industry generally. LIMITING CONDITIONS This independent valuation is provided in connection with and for the purposes of the Proposed Transaction. The opinion is prepared solely for this purpose and therefore should not be regarded as suitable for use by any other party or give rise to third party rights. The independent valuation does not purport to cater for each individual shareholder s perspective, but rather that of the general body of BML shareholders. Should a shareholder be in doubt as to what action to take, he or she should consult an independent adviser. An individual shareholder s decision regarding the Proposed Transaction may be influenced by such shareholder s particular circumstances. We have relied upon and assumed the accuracy of the information provided to us by BDO Corporate Finance, who is an independent valuer also appointed by the board of directors of BML. BDO Corporate BDO & Co, a firm of Chartered Accountants in Mauritius, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

52 Tel: Fax: BDO & Co Ltd 10, Frère Félix de Valois Street Port Louis, Mauritius P.O. Box 799 Finance has no equity interest in BML or in any other party to the Proposed Transaction and their professional fees are not contingent upon the success of the Proposed Transaction. The above procedures do not constitute an audit made in accordance with International Standards on Auditing. BDO assumes no responsibility whatsoever in respect of or arising out of or in connection with the contents of this certificate to third parties. INDEPENDENCE AND FEES We confirm that BDO has no equity interest in BML or in any other party to the Proposed Transaction. Furthermore, we confirm that our professional fees are not contingent upon the success of the Proposed Transaction. VALUATION RESULTS Based on the results of our procedures performed, we are agreeable to the value determined by BDO Corporate Finance of R1.6 billion, being the most likely value for the Disposal. The valuation range above is provided solely in respect of this fair and reasonable opinion and should not be used for any other purposes. Yours faithfully BDO&CO BDO & Co, a firm of Chartered Accountants in Mauritius, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

53 Appendix 3 Consolidated BML Group Debt

54 Bayport Management Limited Statement of Debt (Consolidated) USD USD USD USD USD USD Secured Unsecured Total Guaranteed Unguaranteed Total (a) Debt securities and term loans Amount of debt securities issued - 373,584, ,584, ,584, ,584,113 Amount of debt securities outstanding - 373,584, ,584, ,584, ,584,113 Amount of term loans outstanding 402,717, ,324, ,042,515 10,080, ,962, ,042,515 Total 402,717, ,908, ,626,628 10,080, ,546, ,626,628 (b) All other borrowings All other loans outstanding 129, , , ,574 ( c) There were no mortgages and/or charges as of 31 August 2017 (d) There were no contingent liabilities as of 31 August 2017 Listing rule 9.45: A statement on a consolidated basis as at the most recent practicable date (which must be stated and which in the absence of exceptional circumstances must not be more than 42 days or such other time period as may be acceptable to the SEM prior to the date of publication of the Listing Particulars) of the following, if material: (a) (b) ( c) all mortgages and charges of the group, or an appropriate negative statement; and (d) the total amount of any debt securities of the group issued and outstanding, and term loans, distinguishing between guaranteed, unguaranteed, secured (whether the security is provided by the issuer or by third parties) and unsecured, or an appropriate negative statement; the total amount of all other borrowings or indebtedness in the nature of borrowing of the group including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments, distinguishing between guaranteed, unguaranteed, secured and unsecured borrowings and debt or an appropriate negative statement; the total amount of any contingent liabilities or guarantees of the group, or an appropriate negative statement. Intra-group liabilities should normally be disregarded, a statement to that effect being made where necessary.

55 S: Secured, US: Unsecured, G: Guaranteed, UG: Unguranteed Entity Type per Caseware Breakdown per entity Aug-17 Debt security TL-S TL-US ColumDebt security2 TL-G TL-UG Others - S Others - US ColumOthers - G Others - UG Bayport Management Limited Bond 1 SEK Bond 1 SEK Bayport Management Limited Bond 2 SEK Bond 2 SEK Bayport Management Limited Bond 3 SEK premium Bond 3 SEK premium 7 - Bayport Management Limited Bond 4 SEK Bond 4 SEK - 100,772, ,772, ,772,167 Bayport Management Limited Bond 5 SEK Bond 5 SEK - 138,561, ,561, ,561,729 Bayport Management Limited Bond 6 SEK Bond 6 SEK - 138,561, ,561, ,561,729 Bayport Management Limited Bond 4.1 SEK Discount Bond 4.1 SEK Discount 260, , ,027 Bayport Management Limited KFW KFW - 13,233,590-13,233, ,233,590 Bayport Management Limited OPIC OPIC - 133,000, ,000, ,000,000 Bayport Management Limited Mezzanine Term Loans Swedfund - 20,000,000-20,000, ,000,000 Bayport Management Limited Borrowings- deferred transaction costs Borrowings- deferred transaction costs 8,885,203 4,051,485 4,833,718 4,051,485 4,833,718 Cashfoundry Senior Unsecured Term Loans Loan from director-gk - 258, , ,532 Zambia Senior Bonds Senior Bonds - 21,977,780-21,977, ,977,780 Zambia Finance lease obligations Finance lease obligations - 91, ,473-91,473 Ghana Senior Bonds Senior Bonds - 42,537,289-42,537, ,537,289 Ghana Borrowings- deferred transaction costs Borrowings- deferred transaction costs 61,923 61,923-61,923 Ghana Finance lease obligations Finance lease obligations - 2, ,421-2,421 Money Quest Investments Finance lease obligations Finance lease obligations - 26, ,157-26,157 Mexico FF Loan from shareholder - Minority shareholders Loan from shareholder - Minority shareholders - 633, , ,315 Fimsa Senior Secured Term Loans Financial Obligations-Colpatria - 11,944,389-11,944, ,944,389 Fimsa Senior Secured Term Loans Financial Obligations-Corbanca - 1,343,459-1,343, ,343,459 Fimsa Senior Secured Term Loans Financial Obligations-BID - 47,795,454-47,795, ,795,454 Fimsa Senior Secured Term Loans Financial Obligations-Multibank - 3,927,321-3,927, ,927,321 Mozambique Senior Bonds Senior Bonds - 7,565,125-7,565, ,565,125 Mozambique Finance lease obligations Finance lease obligations - 9, ,523-9,523 Mozambique Senior Secured Term Loans Balance Sheet 405, , ,505 Mozambique Senior Secured Term Loans Barclays Bank Term Loan - 279, , ,188 Mozambique Senior Secured Term Loans FNB Term Loan - 1,990,325-1,990, ,990,325 Mozambique Senior Secured Term Loans Banco BIG Moz Bond - - Tanzania Senior Secured Term Loans SANLAM-Payroll Standard performing - 4,615,385-4,615, ,615,385 Tanzania Senior Secured Term Loans Stanbic Bank-Payroll Standard performing - 4,901,930-4,901, ,901,930 Tanzania Senior Secured Term Loans ECOBANK 3-Payroll Standard performing - 100, , ,938 Tanzania Senior Secured Term Loans EcoBank 4-Payroll Standard performing - 320, , ,408 Tanzania Senior Secured Term Loans BOA 3-Payroll Standard performing - 265, , ,688 Tanzania Senior Secured Term Loans BOA 4-Payroll Standard performing - 1,094,082-1,094, ,094,082 Tanzania Senior Secured Term Loans Bank One-Payroll Standard performing - 3,492,699-3,492, ,492,699 Uganda Senior Secured Term Loans Standard Chartered Bank ,706,795-2,706, ,706,795 Uganda Senior Secured Term Loans Stanbic Bank Loan Account- - 2,776,200-2,776, ,776,200 Uganda Senior Secured Term Loans Stanbic Bank Loan Account-Payroll Standard performing 2,776,200 2,776,200-2,776,200 Uganda Senior Secured Term Loans Housing Finance Loan , , ,172 Uganda Senior Secured Term Loans Housing Finance Loan-Payroll Standard performing 248, , ,584 Zambia Senior Secured Term Loans Barclays Bank 2-Payroll Standard performing - 427, , ,346 Zambia Senior Secured Term Loans Barclays Bank 4-Payroll Standard performing - 2,605,191-2,605, ,605,191 Zambia Senior Secured Term Loans Barclays Bank 4-Payroll Standard performing - 5,494,445-5,494, ,494,445 Zambia Senior Secured Term Loans Barclays US Dollar Loan Account-Payroll Standard performing - 1,144,676-1,144, ,144,676 Zambia Senior Secured Term Loans Standchart Loan A/C 1-Payroll Standard performing - 11,538,335-11,538, ,538,335 Zambia Senior Secured Term Loans Stanbic bank 1-Payroll Standard performing - 1,604,378-1,604, ,604,378 Zambia Senior Secured Term Loans Shelter Afrique-Payroll Standard performing - 9,590,476-9,590, ,590,476 Zambia Mezzanine Term Loans Aflife short Term Loan-Payroll Standard performing - 618, , ,338 Botswana Senior Secured Term Loans Barclays Bank - 2,702,277-2,702, ,702,277 Botswana Senior Secured Term Loans Standard Chartered Bank - 3,248,805-3,248, ,248,805 Botswana Senior Secured Term Loans African Alliance - 4,028,914-4,028, ,028,914 Botswana Senior Secured Term Loans African Alliance 3-3,949,915-3,949, ,949,915 Botswana Senior Secured Term Loans African Alliance 5-1,036,853-1,036, ,036,853 Botswana Senior Secured Term Loans African Alliance 6-3,258,680-3,258, ,258,680 Botswana Senior Secured Term Loans Capital Bank 4-986, , ,348 Botswana Senior Secured Term Loans Capital Bank 3-1,075,569-1,075, ,075,569 Botswana Senior Secured Term Loans Sanlam - 5,103,868-5,103, ,103,868 Botswana Senior Secured Term Loans The ALCB Fund (KFW) - 3,011,810-3,011, ,011,810 Botswana Senior Secured Term Loans KFW 2-1,974,958-1,974, ,974,958 Botswana Senior Secured Term Loans IPRO - 1,629,340-1,629, ,629,340 Botswana Senior Secured Term Loans Bank one loan - 10,123,629-10,123, ,123,629 CFC Senior Secured Term Loans Payroll Standard performing 666, , ,213 CFC Senior Secured Term Loans Standard Chartered Bank - 1,082,178-1,082, ,082,178 CFC Senior Secured Term Loans SSNIT Loan - 563, , ,634 CFC Senior Secured Term Loans Merchant Bank 1-Payroll Standard performing 82,063 82,063-82,063 CFC Senior Secured Term Loans Merchant Bank 2-481, , ,572 CFC Senior Secured Term Loans Merchant Bank 2-Payroll Standard performing 296, , ,930 Ghana Senior Secured Term Loans Standard Chartered Bank - 3,096,382-3,096, ,096,382 Ghana Senior Secured Term Loans Standard Chartered Bank-Payroll Standard performing 3,096,382 3,096,382-3,096,382 Ghana Senior Secured Term Loans Loan , ,391 - Ghana Senior Secured Term Loans Loan 01-Payroll Standard performing 939, ,391 - Ghana Senior Secured Term Loans Fidelity Bank Loan 1-751, , ,512 Ghana Senior Secured Term Loans Fidelity Bank Loan 1-Payroll Standard performing 751, , ,512 Ghana Senior Secured Term Loans First Atlantic Loan 1-1,221,208-1,221, ,221,208 Ghana Senior Secured Term Loans First Atlantic Loan 1-Payroll Standard performing 1,221,208 1,221,208-1,221,208 Ghana Senior Secured Term Loans SG- SSB loan 1-375, , ,756 Ghana Senior Secured Term Loans SG- SSB loan 1-Payroll Standard performing 375, , ,756 Ghana Senior Secured Term Loans ELAC Loan Account - 3,793,753-3,793, ,793,753 Ghana Senior Secured Term Loans ELAC Loan Account-Payroll Standard performing - 345, , ,641 FF Mexico Loan payable Loan from Eduardo Carral Riba - 251, , ,537 FF Mexico Other long term liabilities MONEX - 1,867,664-1,867, ,867,664 FF Mexico Other long term liabilities CIBANCO - 2,139,191-2,139, ,139,191 FF Mexico Other long term liabilities INVEX - 4,104,066-4,104, ,104,066 FF Mexico Other long term liabilities AXXA - 10,240,358-10,240, ,240,358 BFS SA Long term borrowings Senior (Class A notes) - 165,034, ,034, ,034,505 BFS SA Long term borrowings Mezzanine (Class B and C notes) - 20,841,024-20,841, ,841,024 BFS SA Long term borrowings Structually subordinated debt - 9,344,581-9,344, ,344,581 BFS SA Long term borrowings Tutari Funding - 5,927,913-5,927, ,927,913 BFS SA Long term borrowings Minority loans - 39,823-39, ,823 Total (992,756,197) (373,584,113) (402,717,943) (216,324,572) (373,584,113) (10,080,175) (608,962,341) (129,574) - - (129,574) ,756,197 (992,756,202) 5-992,756,202 4 Per Management accouts Aug ,756,198

56 Appendix 4 Group Structure Chart

57 BAYPORT GROUP STRUCTURE Etienne Coetzer 0.44% Kinnevik New Ventures % Justin Chola 0.79 % Elsworthy Holdings Ltd % Grant Kurland 9.31 % Kasumu Ltd 8.40 % BRN : 54787C1/GBL Bayport Management Ltd Mauritius Takwa Holdco (2) 4.94 % Takwa Holdco % Government Employees Pension Fund % Others B.Arlow 0.20% T.Kristensson 0.12% P. Rodgers 0.09% D.Rogers 0.09% N.Sanderson 0.02% P.Silverman 0.06% D.Rajak 0.06% V. Gurgenidze 0.29% D.Goss 0.06% 100% 100% 100% 90.77% 100% 100% 83.23% 90.24% 89% 85% + 10,000 Redeemable Pref Shares 94.3% 98.31% 100% 99% Bayport Financial Services Rwanda SARL 100 % (Dormant) Bayport Financial Services 2010 Proprietary Limited (BFS) Actvest Ltd (Mauritius) Bayport Latin America Holdings Ltd Bayport International Headquarter Company Bayport Financial Services Bayport Financial Services Ghana Bayport Financial Services (T) Limited Bayport Financial Services Uganda CFC Savings and Loan Company Ltd Money Quest Investments (Proprietary) Limited Cashfoundry Limited Bayport Financial Services Moçambique (MCB) S.A Sociedade Anonima 100 % Convene Med (Pty) Ltd 100 Ord Shares 100% pref. shares : Bayport Securisation (RF) Ltd 100 non redeemable pref ZAR Ord Shares Zenthyme Investments (Pty) Ltd 9.23% Bayport Colombia S.A * 0.02% 0.01% 99.99% Bayport LatAm Investments Cooperatief U.A Bayport LatAm Investments BV 100 % BFS Lesotho 100 % Actvest (Pty) Limited South Africa BFS Namibia 100% 100% BFS (USA) Inc 99.98% 100% BFS SA Executive Holdings Pty Ltd Guardrisk Insurance Company Ltd 2 L Ord Shares Bayport Tutari (RF) (Pty) Ltd 50 AB Hollard Business Associates (Pty) Ltd 50 AB Ord ZAR 200 Actvest Mexico Financiera Fortaleza SOFOM 74.82% 1 Pref Share *BIHQ and Actvest Ltd hold both 1 share in Bayport Colombia S.A

58 Appendix 5 Diagram of the Proposed Transaction