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Commitment

The Company is committed to principles of sound governance and application of appropriate business ethics and standards in the conduct of its business and affairs. The Board is committed to the principles of diligence, honesty, integrity, transparency, accountability, responsibility and fairness. The Directors accept full responsibility for the application of these principles to ensure that the principles of good corporate governance are effectively practised throughout the Group. Furthermore, the Board understands and accepts its responsibility to safeguard and represent the interests of the stakeholders of the Company in perpetuating a successful and sustainable business that ensures the achievement of the Group's strategic objectives.

The Board is responsible for ensuring that the Group complies with all of its statutory obligations as specified in the Company MOI, the Companies Act, the JSE Listings Requirements and all other regulatory requirements. The Directors endorse the King Code and recognise the need to conduct the affairs of the Group with integrity and in accordance with generally accepted corporate practices. In discharging this responsibility, the intention is to apply the principles of the King Code in both letter and spirit. The Directors recognise that they are ultimately responsible for the financial performance of the Company. The Directors have to the best of their knowledge, taken steps to ensure compliance with the Companies Act, the JSE Listings Requirements and the application of the principles of the King Code. A full analysis of the steps taken by the Group to apply the principles in the King Code is set out in Annexe 19 in our pre-listing Statement.

The Company recognises and embraces the benefits of having a diverse Board, and sees increasing diversity at Board level as an essential element in maintaining a competitive advantage. In this regard, the Board has adopted the Appointment and Board Diversity Policy, a copy of which is available for download in the Policy section below.

In terms of the Appointment and Board Diversity Policy, in considering the composition of the Board, cognisance shall be taken of the gender and racial mix in order to represent the demographics of the markets in which it operates and to promote race diversity at the level of the Board. The individual Board members will contribute to the collective blend of knowledge, skills, resources, objectivity and experience of the Board. A diverse Board will include and make good use of differences in the skills, experience, background, academic qualifications, technical expertise, knowledge, nationality, age, race, gender and other distinctions between members of the Board. These differences will be considered in determining the optimum composition of the Board and when possible should be balanced appropriately. All Board appointments are made on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective. The Board will consider whether its size, diversity and demographics make it effective and report to Shareholders in the integrated annual report to shareholders on how race and gender diversity has been considered and implemented at Board level.

The Board is chaired by Imtiaz Patel, an executive Director. The chairman is responsible for providing leadership to the Board and overseeing its efficient operation and has been tasked with ensuring effective corporate governance practices. The Board is of the view that appointing an executive chairman is appropriate for the Company under the circumstances as he has valuable Group, industry and regulatory intellectual capital and know-how to contribute to the future development and progression of the Business.

The Lead Independent Director, Steve Pacak, acts as lead Director in all matters where there may be an actual or perceived conflict and it would be inappropriate for the chairperson to deal with the matter concerned.

The Board has satisfied itself that Steve acts with independence of mind and judgement and there is no interest, position, association or relationship which is likely to influence unduly or cause bias in decision-making in the best interests of the Company. The Board made this determination as to Steve’s independence having regard to a number of factors including consideration of Steve’s historical relationship with the Naspers Group (and his interest in Naspers) and his directorship of MultiChoice South Africa Proprietary Limited and determined that Steve is best placed to fulfil the role as the lead independent Director especially having regard to his significant experience with governance within the environment the Company will operate in.

The size and composition of the Board is determined by the Shareholders, subject to the Company MOI, applicable legislation and regulatory requirements and the King Code. The Board consists of three Executive Directors and seven non-executive Directors, four of whom are independent. In accordance with the Board Charter, the Board composition reflects a majority of non-executive Directors. Pursuant to the abovementioned composition and the policies set out in the Board Charter, no Director has unfettered powers of decision making.

The Board's responsibilities include providing the Group with clear strategic direction, ensuring that there is adequate succession planning at senior levels, reviewing operational performance and management, reviewing policies and processes which seek to ensure the integrity of the Group's risk management and internal controls.

The Board is ultimately responsible for the management of the Group's business, strategy and key policies. The Board is also responsible for approving the Group's financial objectives and targets. In addition, it is the Board's responsibility to ensure compliance with all statutory and regulatory requirements, and in particular, the Companies Act and the JSE Listings Requirements.

The Board determines and approves, from time to time, the levels of authority for the CEO and the various members of Senior Management and the Audit Committee and the Risk Committee monitor compliance with the levels of authority

The non-executive Directors bring an independent view to the Board's decision making. None of the Directors, other than the Executive Directors, has a fixed term of appointment and one-third of the non-executive Directors are subject, by rotation, to retirement and re-election by Shareholders at least every annual general meeting, in accordance with the Company MOI. Any non-executive Director whose term of office exceeds nine years is subject to a rigorous annual review by the Board, taking into account his or her performance and independence and a statement as to such Director's independence will be included in the integrated report of the Company. The mandatory retirement age for non-executive directors will be seventy five (75) years, at which time the Director shall vacate office at the end of the financial year in which that director turns seventy five (75) years old, unless the Board, in its discretion, decides otherwise.

Each Director will be identified and selected by the Board, as assisted by the Nominations Committee, the recommendation of which shall be subject to final approval by the Board. Directors shall be appointed and removed in accordance with the applicable provisions of the Company MOI, the Companies Act and any other applicable law or regulatory provision.

The Board will comprise a balance of non-executive and Executive Directors with a majority of non-executive Directors. The Board will further comprise an appropriate mix of knowledge, skills, experience, diversity and independence to provide the necessary breadth and depth of knowledge and experience to meet the Board's responsibilities and objectives objectively and efficiently, which will annually be assessed by the chairperson of the Board in consultation with the Nominations Committee. The Nominations Committee will follow a transparent and formal process in recommending suitable candidates for the Board's consideration.

The Board should have a minimum of two Executive Directors, being the CEO and the CFO, in order to ensure that the Board has more than one point of direct interaction with management. The Board will meet as often as required, but at least four times annually. Information relevant to a meeting must be supplied on a timely basis to the Board, ensuring Directors can make informed decisions. The Directors have unrestricted access to information about the Company and its Senior Management and, where appropriate, may seek independent advice on matters within the Board's mandate, at the Company's expense.

Directors and members of Board committees must recuse themselves from discussions and decisions in which they have an interest and the processes as set out in the Companies Act regarding conflicts of interest should be followed.

As provided for in the Company MOI and the Board Charter, the Board is supported and assisted by the Audit Committee, Nominations Committee, Human Resources and Remuneration Committee, Risk Committee and the Social and Ethics Committee, which have clear mandates and oversight responsibility for various aspects of the Business. The responsibilities delegated to each committee are formally documented in the terms of reference for that committee, which have been approved by the Board and are reviewed at least annually. The current composition of each of the committees is set out below.

The Audit Committee is chaired by Steve Pacak, an independent non­executive Director, and its other members are Louisa Stephens and Donald Eriksson. All members are independent non-executive Directors of the Company.

This committee meets at least three times a year (and when a special meeting is requested by the external auditors) and is responsible for performing the functions required of it in terms of the JSE Listings Requirements, section 94(7) of the Companies Act and the other functions in terms of its mandate. These functions include (i) nominating for appointment of the Group's auditors and ensuring that such auditors are independent of the Company, (ii) determining the auditors' fees and terms of engagement, (iii) ensuring that the appointment of the auditors complies with the provisions of the Companies Act and any other relevant legislation, (iv) determining, from time to time, the nature and extent of non-audit services to be provided by the Group's auditors and to pre-approve any agreement in respect of such services, (v) preparing a report to be included in the annual financial statements of the Company, in compliance with the Companies Act, (vi) receiving and dealing with any concerns and complaints (whether from within or outside the Group, or on its own initiative) relating to accounting practices and internal audits of the Group, the content or auditing of the Group's financial statements, financial reporting (procedures related thereto) and control and related matters, (vii) making submissions to the Board on any matter concerning the Group's accounting policies, financial control, records and reporting, and (viii) performing such oversight functions as may be determined by the Board.

Other functions of the Audit Committee include overseeing the external audit process and the scope and performance of internal audit, monitoring the Group's governance compliance and independently reviewing and monitoring the integrity of the Group's financial statements and, to the extent delegated by the Board, the management of financial and other risks that affect the integrity of other external reports issued by the Group and the effectiveness of its systems of governance, systems of risk management and internal control, and the effectiveness and objectivity of the internal and external auditors; and overseeing the effectiveness of the Group's assurance function and services, and ensuring compliance with the statutory duties of the committee as contained in relevant legislation.

Committee members have unrestricted access to information about the Group falling within the committee's mandate and management of the Group and, where appropriate, may seek the advice of independent professionals on matters within the Audit Committee's mandate at the expense of the Company.

The Audit Committee will normally invite the chairperson, CEO and CFO to meetings of the Audit Committee and may also invite such other Directors as may be deemed fit. The lead external audit partner, the head of internal audit, the CFO and CEO shall all have direct access to the Audit Committee chairperson.

The Audit Committee reviews the expertise, experience and performance of the CFO annually and reports on whether or not it is satisfied therewith. The Audit Committee confirms this review by reporting to the Shareholders in the annual report of the Group that it has executed this responsibility. The Audit Committee has determined that it is satisfied with the CFO's current expertise and experience. In addition, the Audit Committee ensures that the Group's internal audit function is appropriately resourced and equipped to perform in accordance with appropriate professional standards for internal auditors and is responsible for the establishment of appropriate financial reporting procedures, confirmation that such procedures and their financial controls are operating.

The Nominations Committee is chaired by Kgomotso Moroka, an independent non executive Director, and its other members are Louisa Stephens, an independent non-executive Director and Jim Volkwyn, a non-executive director. Imtiaz Patel (chairperson of the Board) attends by invitation. The Nominations Committee meets at least twice a year prior to scheduled meetings of the Board.

This committee is responsible for identifying individuals qualified to be elected as members of the Board and Board committees, recommending such individuals to the Board for appointment in terms of the Company MOI and the Appointment and Board Diversity Policy, as well as to establish procedures to ensure that the selection of individuals for such recommendation is transparent. Furthermore, the Nominations Committee will establish formal and transparent procedures for the appointment of directors of the Company.

The Nominations Committee will identify successors to the Board chairperson and the CEO, CFO and recommend such successors to the Board.

The Nominations Committee will review regularly, the structure, size and composition of the Board and its committees, and will make recommendations to the Board with regard to any adjustments that are deemed necessary to ensure the required mix of skills, experience, other qualities and diversity to ensure the effectiveness of those bodies in compliance with applicable laws and regulations.

The Nominations Committee is responsible for corporate governance and compliance matters as outlined in the Group governance framework.

The Human Resources and Remuneration Committee is chaired by Kgomotso Moroka, an independent non executive Director, and its other members are Steve Pacak, an independent non-executive Director and Jim Volkwyn, a non-executive Director. Imtiaz Patel (chairperson of the Board) attends by invitation.

This committee meets at least twice a year prior to scheduled meetings of the Board. The Human Resources and Remuneration Committee's responsibilities are to (i) independently review and monitor the integrity of the Group's remuneration policies and implementation thereof; (ii) ensure that the Company remunerates fairly, responsibly and transparently; and (iii) ensure compliance with the statutory duties of the committee as contained in relevant legislation.

In fulfilment of these responsibilities, the Human Resources and Remuneration Committee's functions include (i) reviewing executive remuneration and benefits, (ii) ensuring the Directors and Senior Management are fairly and responsibly rewarded for their individual contributions to the Group's overall performance, (iii) reviewing and approving the remuneration for the CEO, CFO, chairperson and the Senior Management, (iv) reviewing and approving the remuneration and annual salary increase of Group's company secretary, (v) evaluating the Group's remuneration and benefit competitiveness, (vi) reviewing and approving the overall annual increase pool awarded to the Group employees and monitoring the annual overall salary percentage increases of Senior Management and lower level employees, (vii) approving employment agreements, offers of employment as well as severance agreements for the CEO and the executive leadership team, (viii) reviewing and monitoring the implementation of the Group's incentive, benefits and/or equity-based remuneration plans, and making recommendations to the Board with respect to new incentive, benefits and/or equity-based remuneration plans, (ix) reviewing the potential risk in respect of the Group's remuneration and benefit programmes and policies, (x) annually evaluating and monitoring the Group's remuneration philosophy and practices, and (xi) actively engaging with Shareholders on concerns raised in the event the remuneration policy or implementation report, or both, receive an "against" vote of 25% or more of the voting rights exercised at any Shareholders meeting.

The Human Resources and Remuneration Committee shall recommend the remuneration to be paid to Board members who are non-executive Directors of the Company for approval by the Board, and, to the extent required by the Companies Act, approval by the Shareholders.

The Human Resources and Remuneration Committee shall review annually and make recommendations to the Board on the remuneration of non-executive Directors, for approval by the Shareholders, for a period of two years from the date of the general meeting where the remuneration is approved or until such time as the non-executive Directors' remuneration is amended by way of special resolution of Shareholders, whichever comes first.

The Risk Committee is chaired by Steve Pacak, an independent non-executive Director. Its other members are Louisa Stephens and Donald Eriksson, independent non-executive Directors, chairperson Imtiaz Patel, CEO Calvo Mawela and CFO Tim Jacobs.

This Risk Committee meets at least twice a year prior to scheduled meetings of the Board and is established to independently review management's recommendations on risk management, particularly in relation to the structure and implementation of the risk strategy, system of governance, risk management framework, the quality and effectiveness of the related internal controls and reporting processes, risk appetite limits and exposures, and the overall risk profile of the Business. The Risk Committee's functions include (i) monitoring and providing recommendations to the Board on the Group's risk management systems, including the systems, processes, methodologies and tools of risk governance and risk management, and annual operating plans for overall risk management and forensics, (ii) reviewing, approving and recommending risk measurement methodologies to the Board, including methodologies used to identify, assess, measure, monitor and report on risks, including methods used for the calculation of risk exposures, and (iii) monitoring and reviewing the regulatory compliance processes and procedures.

The Social and Ethics Committee is chaired by Kgomotso Moroka, an independent non-executive Director, and its other members are independent non-executive Director, Steve Pacak and non-executive Director, Nolo Letele, the CEO, Calvo Mawela and CFO, Tim Jacobs. The chairpersons of the Audit Committee, Risk Committee and Human Resources and Remuneration Committees shall each be a member of the Social and Ethics Committee together with the CFO and CEO. Imtiaz Patel (chairperson of the Board) attends by invitation.

This committee meets at least twice a year prior to scheduled meetings of the Board.

The primary purpose of the Social and Ethics Committee is to oversee the Group's activities in sustainable social and economic development which, inter alia, include public safety, HIV/Aids, environmental management, corporate social investment, consumer relationships, labour and employment, the promotion of equality and ethics management.

This committee is responsible for ensuring and monitoring compliance with all applicable laws (including the Companies Act), as well as relevant codes and standards relating to B-BBEE, employment equity, environmental management, health and safety, HIV/Aids, corporate social responsibility, consumer relationships and human resources. Its responsibilities further include (i) reviewing the strategies and policies of the Group designed to achieve responsible corporate citizenship at least every second year, (ii) reviewing and approving the Group code of ethics and the Group's stakeholder management plan and policy, and (iii) reporting to Shareholders as required in terms of the Companies Act.

In dealing with conflicts of interest, legislation will apply in the first instance. Members of the Board will comply with the Group's Conflicts of Interest Policy, which must be approved by the Board. Directors are obliged to disclose in a timely manner all direct or indirect conflicting and personal financial interests that are held by them and their related and inter-related persons as contemplated in section 2 and section 75 of the Companies Act. Full disclosures should be made in writing and be submitted to the Group's company secretary who will submit it to the Board at the first subsequent Board meeting thereafter. Enduring material conflicts of interest are regarded by the Board as incompatible with the fiduciary duties of Directors.

Any possible conflict of interest shall at all times be declared (in the manner prescribed by law, if applicable, and in the Company MOI as soon as a Director becomes aware of the conflict (and in any event prior to the consideration of the matter to which the conflict relates, at any Board meeting)) and the Director concerned shall not participate in a discussion or vote on the subject matter and will leave the meeting immediately after making the requisite disclosure. In particular, declarations of conflicts involving Board members are submitted to the Corporate Governance and Nominations Committee for consideration.

Rochelle Gabriels is a suitably qualified, competent and experienced company secretary and is appropriately empowered to fulfil her duties with regard to assistance to the Board. The Nominations Committee is responsible for recommending a suitable candidate for appointment as the company secretary and reviews the competence, qualifications and experience of the company secretary annually and reports on whether or not it is satisfied therewith. The Nominations Committee has determined that it is satisfied with the company secretary's competence, qualifications, experience, independence and suitability.

The company secretary of the Company is required to provide the Directors, collectively and individually, with guidance as to their duties, responsibilities and powers. The company secretary is also required to ensure that the Directors are aware of all laws and legislation relevant to, or affecting, the Company and to report to the Board any failure on the part of the Company or a Director to comply with the Company MOI, the Group governance framework or other applicable legislation and regulatory requirements. The company secretary acts as an adviser to the Board and plays a pivotal role in ensuring compliance with statutory regulations and the Group governance framework, the induction of new Directors, tabling information on relevant regulatory and legislative changes, and giving guidance to the Directors regarding their duties and responsibilities.

The company secretary is not a Director of the Company and, the Board having specifically considered the matter, has an arm's length relationship with the Board (and this has been the case prior to the Admission), who can also remove the company secretary from office, in accordance with the recommended practice of the King Code. The company secretary assists the Nominations Committee with the appointment, induction and training of Directors, provides guidance to the Boards' duties and good governance and ensures that Board and Board committee charters are kept up to date. The company secretary prepares and circulates Board papers and assists with obtaining responses, input and feedback for Board and Board committee meetings. Assistance is also provided with regard to the preparation and finalisation of Board and Board committee agendas based on annual work plan requirements. The company secretary assists with the annual evaluations of the Board, Board committees and individual Directors.

The company secretary must certify in the Group's annual financial statements whether the Group has filed required returns and notices in terms of the Companies Act, and whether all such returns and notices appear to be true, correct and up to date, and ensure that a copy of the Group's annual financial statements is sent, in accordance with the Companies Act, to every person who is entitled to it.

The company secretary is also required to ensure that there are minutes of all Shareholders' meetings, and that Directors' meetings and any committee meetings of the Directors are properly recorded in accordance with sections 24(3)(d) and (e) and section 73 of the Companies Act.

In all communications with Shareholders, the Board aims to present a balanced and understandable assessment of the Group's position. This is done through adhering to principles of openness and substance over form and striving to address material matters of significant interest and concern to all Shareholders. The Company will prepare, and distribute to Shareholders, an annual integrated report, as a primary form of communication with Shareholders, in accordance with applicable law.

The Board will encourage Shareholders' attendance at general meetings, and, where appropriate, will provide full and understandable explanations of the effects of resolutions to be proposed.

Subject to the applicable law, communication with institutional Shareholders and investment analysts will be maintained through periodic presentations of financial results, one-on-one visits, trading statements and press announcements of interim and year end results, as well as the proactive dissemination of any information considered relevant to Shareholders.

The Board will use its best endeavours to familiarise itself with issues of concern to its relevant stakeholders and should strive to achieve the appropriate balance between the legitimate interests and expectations of the various relevant stakeholder groupings, in its decision-making in the best interests of the Company.

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