ANCHOR GROUP LIMITED (formerly Andotorque Investments Proprietary Limited)

(Incorporated in the Republic of South Africa) (Registration number 2009/005413/06)

(“Anchor” or “the Company”) ISIN Code: ZAE000193389 JSE Code: ACG

PROSPECTUS

Prepared and issued in terms of the JSE Listings Requirements and the Companies Act, 2008 (No. 71 of 2008), as amended (“the Act”), relating to a Private Placing and Preferential Offer for subscription of Anchor ordinary Shares by way of:

an offer by the Company by way of a Private Placing of 7.5 million shares at 200 cents each and Preferential Offer for subscription of 22.5 million shares of 200 cents each, totalling 30 000 000 ordinary no par value shares in the issued share capital of the Company at an issue price of 200 cents per ordinary share; and

the subsequent listing of 92 600 000 ordinary shares of 200 cents each in Anchor on the Alternative Exchange (“AltX”) of the JSE.

Opening date of the Private Placement at 09h00 on Tuesday, 2 September 2014 Closing date of the Private Placement at 12h00 on* Tuesday, 9 September 2014 Anticipated listing date on AltX at commencement of trade on Tuesday, 16 September2014

*Shareholders wishing to subscribe for ordinary Shares in dematerialised form must advise their Central Securities Depository Participant (“CSDP”) or broker of their acceptance of the Private Placement of Shares in the manner and within the cut-off time stipulated by their CSDP or broker. In the event of an over-subscription in terms of the Private Placement, the directors will adjust the allocation of applicants on an equitable basis in accordance with paragraph 5.18 of the JSE Listings Requirements. The Shares placed in terms of this Prospectus will rank pari passu with the existing ordinary Shares in Anchor and rank equally as to voting, share in profits, dividends and distributions. At the date of closing of the Private Placement and assuming that the Private Placement is fully subscribed, Anchor share capital will comprise 1 000 000 000 authorised ordinary Shares of no par value and 92 600 000 issued ordinary Shares of no par value with stated capital of R68 765 694 (before write off of share issue expenses). There will be no convertible or redeemable Shares issued. There is no minimum subscription in terms of the Private Placement as the company has sufficient profits and working capital. The listing will only be subject to meeting the minimum spread requirements for companies listing on the Alternative Exchange (“AltX”) as detailed below. Subject to achieving the required spread of public shareholders in terms of the JSE Listings Requirements, being obtained pursuant to the Private Placement and Preferential Offer, the JSE has granted Anchor a listing in respect of up to 92 600 000 ordinary Shares on the AltX under the abbreviated name “Anchor”, share code “ACG” and ISIN ZAE000193389. It is anticipated that the listing of the Shares on AltX will become effective from the commencement of business on Tuesday, 16 September 2014. The Private Placement has not been underwritten as disclosed in paragraph 1.6 of this Prospectus. The Company does not have any treasury Shares or debentures in issue.

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Applications for ordinary Shares in Anchor must be for a minimum of 10 000 ordinary Shares at 200 cents per share, amounting to R20 000, and in multiples of 100 ordinary Shares thereafter. Fractions of Shares in Anchor will not be issued. The Shares in Anchor will be tradable on the JSE in dematerialised form only and, as such, all investors who elect to receive their ordinary Shares in Anchor in certificated form, will have to dematerialise their certificated Shares should they wish to trade therein. The directors, whose names are given in paragraph 1.2 of this document, collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, that all reasonable enquiries to ascertain such facts have been made and that the Prospectus contains all information required by law and the JSE Listings Requirements. The Designated Advisor, Auditors and Reporting Accountants, Attorney, Commercial Banker and Transfer Secretary, whose names are set out in this Prospectus, have given and have not, prior to registration, withdrawn their written consents to the inclusion of their names in the capacities stated. An English copy of this Prospectus, accompanied by the documents referred to under “Registration of Prospectus” in paragraph 4.2 of this Prospectus, was registered by the Commissioner of CIPC on 29 August 2014 in terms of Regulation 52(5) of the Companies Act, 2008 (No. 71 of 2008), as amended.

Designated Advisor Arcay Moela Sponsors

Attorney Adams Attorney

Joint Funding Arranger

Manhattan Advisory

Auditor, Reporting Accountants Grant Thornton

Date of issue: Tuesday, 2 September 2014

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CORPORATE INFORMATION AND ADVISORS

Company secretary [Regulation 58(2)(b(iii)] Arcay Client Support Proprietary Limited (Registration number 1998/025284/07) Ground Floor, One Health Building Woodmead North Office Park 54 Maxwell Drive Woodmead, 2157 (PO Box 62397, Marshalltown, 2107)

Business and Registered Office 25 Culross Road Bryanston Sandton, 2191 (PO Box 1337, Gallo Manor, 2052)

Designated Advisor Arcay Moela Sponsors Proprietary Limited (Registration number 2006/033725/07) Ground Floor, One Health Building Woodmead North Office Park 54 Maxwell Drive Woodmead, 2157 (Suite # 439, Private Bag X29, Gallo Manor, 2052)

Reporting accountants and auditors [Regulation 58(2)(b(i)] Grant Thornton Johannesburg Chartered Accountants SA (Practice number 903485) Grant Thornton Office Park 137 Daisy Street Sandown, 2196 (Private Bag X28, Benmore, 2010)

Group Bankers [Regulation 58(2)(b(ii)] Rand Merchant Bank, a division of FirstRand Bank Limited (Registration number 1929/001225/06) 1 Merchant Place Cnr Fredman Drive and Rivonia Road Sandton, 2196 (PO Box 766273, Sandton, 2146)

Transfer Secretary Link Market Services South Africa Proprietary Limited (Registration number 2000/007239/07) 13th Floor, Rennie House, 19 Ameshoff Street Johannesburg, 2001; (PO Box 4844, Johannesburg, 2000)

Attorney [Regulation 58(2)(b(ii)] Adams Attorney Unit 7, 77 Park Drive Northcliff, 2195 (PO Box 731621, Fairland, 2030)

Place and date of incorporation Johannesburg, 18 March 2009

Joint funding arranger Manhattan Advisory and Trading Proprietary Limited (Registration number 2012/124418/07) Oranje Avenue Gallo Manor, 2191 (Postnet Suite 252, Melrose Arch, Melrose, 2076)

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IMPORTANT INFORMATION

The definitions and interpretations commencing on page 7 of this Prospectus apply to this section on important Information. FORWARD-LOOKING STATEMENTS This Prospectus contains statements about the Company that are or may be forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook for the Group; growth prospects and outlook for operations, individually or in the aggregate; and liquidity and capital resources and expenditure. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as "believe", "aim", "expect", "anticipate", "intend", "foresee", "forecast”, “likely", "should", “budget” "planned", "may", "estimated", "potential" or similar words and phrases. Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, estimates of capital expenditures, acquisition strategy, future capital expenditure levels, and other economic factors, such as, inter alia, interest rates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which the Company operates may differ materially from those made in, or suggested by, the forward-looking statements contained in this Prospectus. All these forward-looking statements are based on estimates and assumptions made by the Company, all of which estimates and assumptions, although the Company believes them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Many factors (including factors not yet known to the Company, or not currently considered material) could cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those estimates, statements or assumptions. Offerees should keep in mind that any forward-looking statement made in this Prospectus or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of the Company not to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement are not known. The Company has no duty to, and does not intend to, update or revise the forward-looking statements contained in this Prospectus after the date of this Prospectus, except as may be required by law. FOREIGN PERSONS This Prospectus has been prepared for the purposes of complying with the Companies Act and the regulations published in terms thereof and the information disclosed may not be the same as that which would have been disclosed if this Prospectus had been prepared in accordance with the laws and regulations of any jurisdiction outside of South Africa. The release, publication or distribution of this Prospectus in jurisdictions other than South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about, and observe any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This Prospectus and any accompanying documentation is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities in any jurisdiction in which it is illegal to make such an offer, invitation or solicitation, or such offer, invitation or solicitation would require the Company to comply with filing and/or other regulatory obligations. In those circumstances this Prospectus and any accompanying documentation are sent for information purposes only and should not be copied or redistributed.

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Persons who are not resident in South Africa must satisfy themselves as to the full observance of the laws of any applicable jurisdiction concerning their participation in the Private Placement, including any requisite governmental or other consents, observing any other requisite formalities and paying any transfer or other taxes due in such other jurisdictions. The Company accepts no responsibility for the failure by any person to inform himself/herself about, and/or to observe any applicable legal requirements in any relevant jurisdiction. The distribution of this Prospectus in jurisdictions outside South Africa and Australia may be restricted by law and persons who come into possession of it who are not in South Africa or Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Neither the Shares nor the Prospectus have, nor will they be, registered under the US Securities Act, 1933 or with the regulatory authority of any state or jurisdiction of the United States of America or under the applicable laws of the United Kingdom, Canada, or Japan and may not be offered, sold, pledged or otherwise transferred in the United States of America or to any national, resident or subject of the United Kingdom, Canada, or Japan. Neither this document nor any copy of it may be sent to or taken into the United State of America, Canada, or Japan.

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TABLE OF CONTENTS

Page

Corporate information and advisors 2

Important information 3

Definitions and interpretations 7

Prospectus 11

Documents and consents available for inspection 11

Section 1 - Information about the Company whose securities are being placed 12

1.1 Name, address and incorporation 12

1.2 Directors, other office holders, or material third parties 13

1.3 History, state of affairs and prospects of Company 18

1.4 Share capital of the Company 21

1.5 Options or preferential rights in respect of Shares 22

1.6 Commissions paid or payable in respect of underwriting 23

1.7 Material contracts 23

1.8 Interests of directors and promoters 24

1.9 Loans 25

1.10 Shares issued or to be issued otherwise than for cash 25

1.11 Property acquired or to be acquired 25

1.12 Amounts paid or payable to promoters 26

1.13 Preliminary expenses and issue expenses 26

Section 2 - Information about the placed securities 27

2.1 Purpose of the Private Placement 27

2.2 Time and date of the opening and closing of the Private Placement 27

2.3 Particulars of the Private Placement 27

2.4 Minimum subscription 30

2.5 The Company‟s shareholding 30

Section 3 – Statements and Reports relating to the Private Placement 32

3.1 Statement as to adequacy of capital 32

3.2 Report by directors as to material changes 32

3.3 Statement as to listing on a stock exchange 32

3.4 Report by auditor where business undertaking is to be acquired 32

3.5 Report by auditor where the Company will acquire a subsidiary 32

3.6 Report by the auditor of the Company 32

Section 4 – Additional material information 33

4.1 Litigation statement 33

4.2 Experts‟ consents 33

4.3 Directors‟ responsibility statement 33

4.4 Vendors and controlling shareholders 33

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Section 5 – Inapplicable or immaterial matters 34

Annexures 1 Financial information required in terms of regulation 79 of the Companies Act 35

2 Report by the auditor in terms of regulation 79 of the Companies Act 37

3 Historical consolidated financial information of the Group for the financial years ended 31 December 2013 and 31 December 2012

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4 Independent reporting accountants‟ report on this historic financial information of the Group

59

5 Pro forma financial information of the Group 61

6 Independent reporting accountant‟s report on the pro forma financial information of the Group

65

7 Profit forecast of the Group for the financial years ending 31 December 2014 and 2015 67

8 Independent reporting accountant‟s report on the profit forecasts of the Group 70

9 Alterations to share capital and premium on Shares 72

10 Material borrowings, material loans receivable and inter-company loans 74

11 Other directorships held by directors of Anchor 75

12 Subsidiary companies 81

13 Details of immovable property leased from third parties 82

14 Curricula vitae of the directors and key management of Anchor 83

15 Extracts from the Anchor MOI 86

16 King Code on Corporate Governance 93

17 Analysis of risks facing shareholders 106

18 Salient features of the Share Incentive Schemes 108

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DEFINITIONS AND INTERPRETATIONS

In this Prospectus and the annexures hereto, unless the context indicates otherwise, references to the singular include the plural and vice versa, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations of persons and vice versa, and the words in the first column hereunder have the meanings stated opposite them in the second column, as follows: “Adams Attorney” or “attorney”

Adams Attorney, a specialist law firm based in Johannesburg, South Africa and the attorney to Anchor;

“Alastair Adams” Alastair Jonathan Adams (ID number 781111 5038 088), an independent non-executive director of Anchor;

“Anchor” or “the Company”

Anchor Group Limited (Registration number 2009/005413/06) (formerly Andotorque Investments Proprietary Limited), a public company duly incorporated in accordance with the laws of South Africa on 18 March 2009 as a private company, having as its registered address 25 Culross Road, Bryanston, Sandton, 2191 (PO Box 1337, Gallo Manor, 2052), which holds 100% of the issued share capital of Anchor Capital and 65% of the issued share capital of Ripple Effect 4;

“Anchor Capital” Anchor Capital Proprietary Limited (Registration number 2009/002925/07), a private company duly incorporated in accordance with the laws of South Africa on 5 October 2009, having as its registered address 25 Culross Road, Bryanston, 2191, and a wholly-owned subsidiary of Anchor with FSB Registration number: 39834;

“Anchor Securities” Anchor Securities Proprietary Limited (Registration number 2013/237056/07), a private company duly incorporated in accordance with the laws of South Africa on 23 December 2013 having its registered address at 25 Culross Road, Bryanston, 2191, in which Anchor Capital has a 25% equity stake;

“Anchor BCI Equity Fund”

means the Anchor BCI Equity fund, an equity collective investment scheme, white-

labelled with Boutique Collective Investment. Boutique Collective Investments is

the administration platform for the various Anchor collective investment schemes (Anchor is the investment manager of the funds). The fund was founded in April 2013 and is managed by Anchor Capital. The fund will be at least 80% invested in equities at all times. The fund had net assets of R80 million as at 30 June 2014;

“Arcay Moela Sponsors”

Arcay Moela Sponsors Proprietary Limited, (Registration number 2006/033725/07), a private company duly incorporated in accordance with the laws of South Africa and the designated advisor to Anchor;

“auditors” or “independent reporting accountants” or “Grant Thornton”

Grant Thornton Johannesburg (Practice Number 903485), the auditor and independent reporting accountant to Anchor;

“AUM” assets under management;

“BBBEE Act” The Broad-Based Black Economic Empowerment Act, 2003 (Act 53 of 2003), as amended;

“BEE” or BBBEE” the economic empowerment of all black people, including women, workers, youth, people with disabilities and people living in rural areas, through diverse but integrated socio-economic strategies as defined in the BBBEE Act;

“board of directors” or “the board”

the present board of directors of Anchor, further details of whom appear in paragraph 1.2 of this Prospectus;

“broker” or “stockbroker”

any person registered as a “broking member (equities)” in terms of the Rules of the JSE made in accordance with the provisions of the FMA;

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“business day”

any day other than a Saturday, Sunday or gazetted national public holiday in South Africa;

“Cartesian Capital” Cartesian Capital Proprietary Limited, (Registration number 2013/221269/07), a private company duly incorporated in accordance with the laws of South Africa, having as its registered address 25 Culross Road, Bryanston, Sandton, 2191 and in which Anchor Capital has a 19.9% equity stake;

“certificated shareholders”

holders of certificated Shares;

“certificated Shares” issued ordinary Shares which have not been dematerialised, title to which is represented by share certificates or other physical documents of title;

“CIPC” or “the Commission”

the Companies and Intellectual Property Commission (formerly CIPRO);

“common monetary area”

South Africa, the Republic of Namibia and the Kingdoms of Swaziland and Lesotho;

“Companies Act” or “the Act”

the Companies Act, 2008 (Act 71 of 2008), as amended;

“Company Secretary”

Arcay Client Support Proprietary Limited (Registration number 1998/025284/07), a private company duly incorporated in accordance with the laws of South Africa, having an address at Ground Floor, One Health Building, Woodmead North Office Park, 54 Maxwell Drive, Woodmead, 2157;

“controlling shareholder”

the controlling shareholder of Anchor before and after the Private Placement, being the directors of the Company;

“CSDP” a Central Securities Depository Participant, accepted as a participant in terms of the FMA, appointed by an individual shareholder for purposes of, and in regard to, the dematerialisation of documents of title for purposes of incorporation into Strate;

"dematerialise" the process whereby certificated shares are converted into electronic format for purposes of Strate and are no longer evidenced by documents of title, and "dematerialised shares" will have a corresponding meaning;

“directors” the directors of the Company whose details are set out in paragraph 1.2 and Annexure 14 to this Prospectus;

“documents of title” share certificates, certified transfer deeds, balance receipts or any other documents of title acceptable to Anchor in respect of Shares;

“EBITDA”

earnings before interest, taxation, depreciation and amortisation;

“emigrant” an emigrant from South Africa whose address is outside the common monetary area;

“Exchange Control Regulations”

the Exchange Control Regulations, promulgated in terms of Section 9 of the Currency and Exchanges Act, 1933 (Act 9 of 1933), as amended;

“FMA” the Financial Markets Act, 2012 (Act 19 of 2012) as amended;

“Fransoa Swart” Fransoa Swart, one of the original vendors and founder of Anchor Capital of Suite #1, Block C, Southdowns Office Park, Cnr John Vorster Avenue & Karee Road, Irene; 0157, and a member of key management;

“FSB” Financial Services Board, an independent institution established by Statute to oversee the South African Non-Banking Financial Services Industry in the public interest;

“the Group” or “the Anchor Group”

Anchor and its Subsidiaries from time to time;

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“IFRS”

International Financial Reporting Standards, which comprise standards and interpretations approved by the International Accounting Standards Board, International Financial Reporting Interpretations Committee and International Accounting Standards, and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee;

“IT” Information Technology;

“Ivan Clark” Ivan Arthur James Clark (Identity number 431208 5032 089) a non-executive director of Anchor;

“JSE” Johannesburg Stock Exchange;

“JSE Limited” the JSE Limited, (Registration number 2005/022939/06), a public company duly registered and incorporated with limited liability in accordance with the laws of South Africa and licensed as an exchange under the FMA;

“JSE Listings Requirements”

the Listings Requirements of the JSE, as amended from time to time;

“King Code” or “King III”

the King Report on Corporate Governance, 2009, which was released on 1 September 2009 and came into effect on 1 March 2010;

“last practicable date”

the last practicable date prior to the finalisation of this Prospectus, being Friday, 19 August 2014;

“Listing” the listing of the Company on the AltX of the JSE;

“Manhattan Advisory” Manhattan Advisory and Trading Proprietary Limited (Registration number 2012/124418/07), the joint funding arranger;

“Mike Teke” Michael Solomon Teke (Identity number 640815 5713 083), the non-executive chairman of Anchor of 25 Rudd Road, Illovo, Johannesburg, and a minority vendor of shares in Anchor Capital;

“MOI” the Memorandum of Incorporation of the Company as amended from time to time;

“Morningstar” Morningstar Inc., which has developed a mutual fund ranking system and which uses quantitative measures to evaluate the risk-adjusted performance of funds over a three, five and ten year period relative to the performance of similar funds grouped as a category;

“non-resident” a person whose registered address is outside the common monetary area and who is not an emigrant;

“ordinary Shares” or “Shares”

ordinary Shares in the share capital of the Company, having no par value;

“own-name registration”

registration in own-name of shareholders who hold/will hold ordinary Shares which have been dematerialised and are recorded by a CSDP on the sub-register kept by that CSDP in the name of such shareholder;

“Paul Nkuna” Aser Paul Nkuna (Identity number 520221 5773 083), an independent non-executive director of Anchor;

“Peter Armitage” Peter Graham Armitage (Identity number 681111 5063 087), the chief executive officer of Anchor of 25 Culross Road, Bryanston, Sandton, 2191, the founder of the Anchor Group and a minority vendor of shares in Ripple Effect 4;

“Preferential Offer” the placing of up to 22 500 000 Shares in terms of the Private Placement by Anchor to directors, employees, pensioners and direct business associates, including clients, suppliers and other parties with whom there exists a direct and enduring

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contractual relationship, which Preferential Offer will be by means of a non-transferable application form bearing the name of the specific party and stating a maximum number of securities that may be subscribed for in that application;

“Private Placement the private placing of 7 500 000 Shares by way of a Prospectus to individuals, institutions, companies, stockbrokers and other entities;

“Private Placing” the private placing of Shares by way of a Prospectus to individuals, institutions, companies, stockbrokers and other entities, and including a Private Placement and a Preferential Offer;

“Prospectus” or “this Prospectus”

this bound document dated 2 September 2014, including all annexures and enclosures thereto;

“Rand” or “R” or “cents”

South African Rand, the official currency of South Africa;

“register” the register of Anchor shareholders;

“Ripple Effect 4” Ripple Effect 4 Proprietary Limited, (Registration number 2001/018872/07), a private company duly incorporated in accordance with the laws of South Africa on 10 August 2001 having its registered address at Cedarwood Office Park, Giuricich Bros Building, Mount Lebanon Road, Woodmead, 2192 and a 65% subsidiary of Anchor with the balance of the shares held by Todd Kaplan (25%) and Peter Armitage (10%);

“SARB” the South African Reserve Bank;

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

“shareholders” the holders of issued ordinary Shares;

“South Africa” or “the Republic”

the Republic of South Africa;

“Strate” the settlement and clearing system used by the JSE, managed by Strate Limited, (Registration number 1998/022242/06), a public company duly incorporated in accordance with the laws of South Africa;

“Subsidiaries” Anchor Capital and Ripple Effect 4;

“Todd Kaplan” Todd Evan Kaplan (ID number 720919 5123 088), the Financial Director of Anchor of 25 Culross Road, Bryanston, Sandton, 2191, and a vendor of shares in Ripple Effect 4;

“transfer secretary” or “Link Market Services”

Link Market Services South Africa Proprietary Limited, (Registration number 2000/007239/07) having its registered address, 13th Floor, Rennie House, 19 Ameshoff Street Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000),;a private company duly incorporated in accordance with the laws of South Africa, and the transfer secretary to Anchor; and

“VAT” Value-Added Taxation.

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ANCHOR GROUP LIMITED

(formerly Andotorque Investments Proprietary Limited) (Incorporated in the Republic of South Africa)

(Registration number 2009/005413/06) (“Anchor” or “the Company”)

ISIN Code: ZAE000193389 JSE Code: ACH

PROSPECTUS

DOCUMENTS AND CONSENTS AVAILABLE FOR INSPECTION In terms of Regulation 53 of the Companies Regulations and section 7G of the JSE Listings Requirements, certified copies of the following documents will be available for inspection at the registered office of the Company from the date of this Prospectus being Tuesday, 2 September 2014 until the 10th Business Day following the closing of the Private Placement on Tuesday, 9 September 2014:

the MOI and the MOI of the Subsidiaries;

the Prospectus, including the subscription form;

the report of the auditor in accordance with regulation 79 of the Companies Act as set out in Annexure 2 of this Prospectus;

the independent reporting accountants‟ reports on the Group‟s historical financial information as set out in Annexure 4 of this Prospectus;

the independent reporting accountants‟ report on the reviewed pro forma financial information of the Group as set out in Annexure 6 of this Prospectus;

the independent reporting accountant‟s report on the profit forecast of Anchor for the two years ending 31 December 2014 and 31 December 2015 respectively, as set out in Annexure 8 of this Prospectus;

the material contracts as detailed in Section 1, paragraph 1.7;

the employment agreements with directors, managers and the Company Secretary, where applicable;

the written consent of each of the persons referred to in Section 1, paragraph 1.2.3 of this Prospectus; and

the written power of attorney executed by each director of the Company not signing the Prospectus.

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SECTION 1 – INFORMATION ABOUT THE COMPANY WHOSE SECURITIES ARE BEING PLACED

1.1 Name, address and incorporation

Company Name

Anchor Group Limited [Regulation 57(1)(a)]

Registration Number 2009/005413/06 [Regulation 57(1)(a)]

Business Address 25 Culross Road [Regulation 57(1)(b)(i)] Bryanston Sandton, 2191 (PO Box 1337, Gallo Manor, 2052)

Registered Address 25 Culross Road [Regulation 57(1)(b)] Bryanston Sandton, 2191 (PO Box 1337, Gallo Manor, 2052)

Address of Transfer Secretary

Link Market Services South Africa Proprietary Limited (Registration number 2000/007239/07) 13th Floor, Rennie House, 19 Ameshoff Street, Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000) [Regulation 57(1)(b)(ii)]

Date and place of Incorporation 18 March 2009 in Johannesburg [Regulation 57(1)(c)]

1.1.1 Details of the holding company of Anchor [Regulation 57(3)(a)]

Anchor does not have a holding company and is controlled by the directors of Anchor.

1.1.2 Details of the subsidiary companies of Anchor [Regulations 57(3)(b)]

Company Name

Anchor Capital Proprietary Limited

Registration Number 2009/002925/07

Registration Address 25 Culross Road Bryanston Sandton, 2191 (PO Box 1337, Gallo Manor, 2052)

Date of incorporation 5 October 2009 in South Africa

Company Name

Ripple Effect 4 Proprietary Limited

Registration Number 2001/018872/07

Registration Address Cedarwood Office Park, Giuricich Bros Building, Mount Lebanon Road, Woodmead, 2191 (PO Box 749, Gallo Manor, 2052)

Date of incorporation 10 August 2001 in South Africa

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1.2 Directors, other office holders, or material third parties [Regulation 58] 1.2.1 Directors of the Company [Regulation 58(2)(a),(3)(a)]

Peter Armitage (45) Nationality South African Business address 25 Culross Road, Bryanston, Sandton, 2191 Appointment date 1 November 2011 Qualifications CA(SA) Occupation Chartered Accountant and Analyst Position in Company Chief Executive Officer Term of office Executive appointment

Todd Kaplan (41) Nationality South African Business address 25 Culross Road, Bryanston, Sandton, 2191 Appointment date 1 August 2014 Qualifications BSc. Hons (Ecology) Occupation Businessman Position in Company Financial Director Term of office Executive appointment

Ivan Clark (70) Nationality South African Business address Suite 6, Block 3, Rydall Vale Office Estate, La Lucia Ridge, 4019 Appointment date 1 August 2014 Qualifications CA(SA) Occupation Managing director of Clark Investments Position in Company Non-Executive Director Term of office Subject to rotation every three years

Michael Teke (50) Nationality South African Business address 25 Rudd Road, Illovo, Johannesburg, 2196 Appointment date 1 August 2014 Qualifications BA (Ed), B.Ed, BA (Hons), MBA Occupation Managing Director of Masimong Group Holdings Proprietary Limited Position in Company Non-Executive Chairman Term of office Subject to rotation every three years

Alastair Adams (35) Nationality South African Business address Unit 7, 77 Park Drive, Northcliff, 2195 Appointment date 1 August 2014 Qualifications B.Comm (Law), LLB, Admitted Attorney of the High Court of South Africa Occupation Attorney Position in Company Independent Non-Executive Director Term of office Subject to rotation every three years

Paul Nkuna (62) Nationality South African Business address 4 Eton Road, Parktown, Johannesburg, 2193 Appointment date 1 August 2014 Qualifications National Teacher‟s Qualification, Management Advanced Programme

(MAP) Certificate, University of the Witwatersrand Business School, Effective Directorship Certificate, Kagiso Leadership School and Gordon Institute of Business

Occupation Director of companies and executive director of Mineworkers Investment Company Proprietary Limited

Position in Company Independent Non-Executive Director Term of office Subject to rotation every three years

Abridged Curricula Vitae of the Company‟s directors, as well as those of key management, are set out in Annexure 14 of this Prospectus.

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1.2.2 Name and business address of the Company Secretary [Regulation 58(b)(iii)]

Arcay Client Support Proprietary Limited Ground Floor One Health Building Woodmead North Office Park 54 Maxwell Drive Woodmead, 2157 (Suite # 439, Private Bag X29, Gallo Manor, 2052)

1.2.3 Name and business addresses of the auditors, attorney and banker 1.2.3.1 Auditors:

Grant Thornton Johannesburg Chartered Accountants SA (Practice number 903485) Grant Thornton Office Park 137 Daisy Street Sandown, 2196 (Private Bag X28, Benmore, 2010) A copy of the letter from Grant Thornton consenting to be named as the Company‟s auditors in the Prospectus is available for inspection as set out in the introduction.

1.2.3.2 Attorney [Regulation 58(2)(b)(ii)]

Adams Attorney Unit 7, 77 Park Drive Northcliff, 2195 (PO Box 731621, Fairland, 2030) A copy of the letter from Adams Attorney consenting to be named as the Company‟s attorney in the Prospectus is available for inspection as set out in the introduction.

1.2.3.3 Bankers

Rand Merchant Bank, a division of FirstRand Bank Limited (Registration number 1929/001225/06) 1 Merchant Place Cnr Fredman Drive and Rivonia Road Sandton, 2196 (PO Box 766273, Sandton, 2146) A copy of the letter from Rand Merchant Bank consenting to be named as the Company‟s banker in the Prospectus is available for inspection as set out in the introduction.

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1.2.4 Qualification, borrowing powers, appointment, voting powers and remuneration of directors of

Anchor [Regulation 58(3)] 1.2.4.1 Directors’ and prescribed officer remuneration

No prescribed officers have been identified in addition to the directors of Anchor. The remuneration and anticipated fees to be paid to the directors of Anchor for the year ending 31 December 2014 are set out below:

2014

Salary

R

Fees

R

Retirement

Benefits

R

Bonus

(Note 1)

R

Total

R

Options

(Note 2)

R

Executive:

Peter Armitage 1 400 000 - - 2 000 000 3 400 000 1 851 200

Todd Kaplan 850 000 - - 600 000 1 450 000 462 800

Sub-total 2 250 000 - - 2 600 000 4 850 000 2 314 000

2014

Salary

R

Fees

R

Retirement

Benefits

R

Bonus

R

Total

R Options

Non-executive:

Ivan Clark - 100 000 - - - -

Mike Teke - 100 000 - - - -

Alastair Adams# - 100 000 - - - -

Paul Nkuna# - 100 000 - - - -

Sub-total - 400 000 - - - -

Totals 2 250 000 400 000 - 2 600 000 4 850 000 2 314 000

# - Independent Note 1: The projected bonuses for the two executive directors is based on the financial performance of the business in accordance with the profit forecast contained in Annexure 7 of this prospectus and accordingly can vary upwards or downwards based on actual performance. The bonus pool is based on a percentage of operating profit. Note 2: During 2014 Peter Armitage was granted 1 851 200 share options in Anchor and Todd Kaplan has been granted 462 800 share options in Anchor, as detailed in paragraph 1.2.4.2 below. The fees for non-executive directors were approved by shareholders on 21 July 2014 as follows. No other benefits are to be received by directors from the Company. The Company has not granted fringe benefits to any director. There will be no variation of the remuneration of directors pursuant to the listing of Anchor. The above remuneration will be paid by Anchor or its Subsidiaries.

Messrs Simon Andrew Blades and David Andrew Polkinghorne resigned as non-executive directors with effect from 31 July 2014. No remuneration or benefits of any kind were paid to these former directors from 1 January 2014 until the date of resignation.

The remuneration paid to directors for the year ended 31 December 2013 is disclosed in note 18 of the extracts from the Annual Financial Statements as set out in Annexure 3 to this prospectus.

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1.2.4.2 Directors’ service contracts [Regulation 58(3)(a)]

Fees of non-executive directors must be approved by shareholders in general meeting as detailed in Annexure 13. The directors have the power to vote remuneration to themselves or any members of the board, other than fees for non-executive directors. No payments were made by the Anchor Group or any of its associates, or accrued as payable, or were proposed to be paid within the three years preceding the date of this Prospectus, either directly or indirectly, in cash or securities or otherwise to:

the directors in respect of management, advisory, consulting, technical, secretarial fees or restraint payments;

a third party in lieu of directors‟ fees; and

the directors as an inducement to qualify them as directors.

None of the directors have any commission, gain or profit-sharing arrangements. The Company does not have a provident or pension plan in place as at the last practicable date. No director or promoter has any material beneficial interest, direct or indirect, in the promotion of Anchor and in any property to be acquired or proposed to be acquired by Anchor out of the proceeds of the issue or during the three years preceding the date of this Prospectus. The Company has formal employment agreements with all of the executive directors which provide for a one month notice period. The employment agreement entitles the director to participate in the Company‟s incentive bonus scheme. Peter Armitage has been granted 1 851 200 share options in Anchor and Todd Kaplan has been granted 462 800 share options in Anchor. These European options have a strike price of R1.40 and are exercisable on 30 September of each year (starting in 2015), equally spread over three years. No premium has been paid for these options. The employment agreements provide for a twelve month restraint of trade and non solicitation of clients, but without restraint payments or payments on termination of employment. In addition, ahead of the listing, new employment agreements have been signed with key management, which agreements contain restraint of trade provisions, restraining the employees from approaching clients of the Anchor Group for a period of one year after leaving the employ of the Group.

One third of non-executive directors are subject to rotation each year as stipulated in the MOI. The appointment of the executive and non-executive directors has been approved by shareholders on 19 August 2014 ahead of the listing. The appointment of executive directors is subject to shareholder approval but executive directors are not subject to rotation. The Directors may from time to time appoint one or more executive Directors for such term and at such remuneration as they may think fit, and may revoke such appointment subject to the terms of any agreement entered into in any particular case. A Director so appointed shall not be subject to retirement in the same manner as the other Directors, but his or her appointment shall terminate if he or she ceases for any reason to be a Director. The employment agreements are available for inspection as detailed in this Prospectus. The MOI does not provide for an age limit for the retirement of directors but has provisions for the disqualification of directors as detailed in Annexure 15 to this Prospectus. In anticipation of the listing of the Company, Arcay Client Support Proprietary Limited has been appointed as the Company Secretary to Anchor from 1 August 2014. There are no other existing or proposed contracts with Anchor, written or oral, relating to the directors and managerial remuneration and other fees.

17

The Company has recently introduced three different option schemes for executives and employees, comprising the following:

a Share Option Scheme, which will be equity settled through the issue of shares to the option holder;

a Share Appreciation Scheme, which will generally be settled by issuing equity to the participant, whereby the Company allocates “appreciation shares” to an employee who will get the benefit in the appreciation of the share during a vested period. This scheme would be accounted for as an equity -settled scheme from inception for accounting purposes; and

a Performance Share Scheme, which will primarily be equity settled through the issue of shares to the participant, which award will be based on the participant‟s performance.

The salient features of the above schemes are set out in Annexure 18 to this Prospectus.

1.2.4.3 Borrowing powers of the Company and the Subsidiaries exercisable by the directors [Regulation 58(3) (c)] The relevant provisions of the MOI of Anchor relating to the borrowing powers exercisable by the directors are set out in Annexure 15 to this Prospectus. Neither Anchor nor its Subsidiaries, has exceeded its borrowing powers during the past three years. There are no exchange controls or other restrictions on the borrowing powers of Anchor and its Subsidiaries.

1.2.4.4 Appointment, qualification and remuneration of directors The relevant provisions of the MOI of Anchor relating to qualification, appointment, remuneration, voting powers, rotation/retirement, and interests in transactions of the directors are set out in Annexure 15 to this Prospectus. Remuneration in relation to directors is set out in paragraph 1.2.4.1 above.

1.2.4.5 Directors’ declarations The directors do not have any interests in contracts with Anchor as at the last practicable date.

1.2.4.6 Other matters

In terms of the declarations lodged by the directors in accordance with Schedule 21 of the JSE Listings Requirements, none of the directors or senior management of Anchor or its Subsidiaries:

has been declared bankrupt or insolvent, or has entered into an individual voluntary compromise arrangement to surrender his or her estate;

is or was a director with an executive function of any company at the time of (or within 12 months preceding), any business rescue, or any company that has adopted a resolution proposing business rescue or made application to be put under business rescue or any notices in terms of section 129(7) of the Companies Act, or any receivership, compulsory liquidation, creditors' voluntary liquidation, administration, company voluntary arrangement or any compromise or arrangement with its creditors generally or with any class of its creditors;

is or has been a partner in a partnership at the time of, or within 12 months preceding, any compulsory liquidation, administration or voluntary arrangements of such partnership;

is or has been a partner in a partnership at the time of, or within 12 months preceding, a receivership of any assets of such partnership;

has had any of his or her assets subject to receivership;

is or has been publicly criticised by any statutory or regulatory authorities, including recognised professional bodies or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company;

is or has been convicted of any offence involving dishonesty;

has been declared delinquent or placed under probation in terms of section 162 of the Companies Act and/or section 47 of the Close Corporations Act, 1984, as amended or has been disqualified by a Court to act as a director in terms of section 69 of the Act;

has been removed from an office of trust on the grounds of misconduct involving dishonesty; and/or

subject to any court order declaring such person delinquent or placing him under probation.

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1.2.5 Company Subsidiaries

The Company has two directly owned Subsidiaries, namely Anchor Capital (100%) and Ripple Effect 4 (65%).

1.3. HISTORY, STATE OF AFFAIRS AND PROSPECTS OF THE COMPANY [Regulation 59] 1.3.1 History of the Company [Regulation 59(3)(a)(i); 59(3)(a)(ii)]

Anchor was incorporated as a private company under the name Andotorque Investments Proprietary Limited and was converted to a public company and changed its name to Anchor Group Limited on 23 July 2014. The special resolutions were registered by CIPC on 25 August 2014. The Anchor Group was founded in 2009 by Peter Armitage and Todd Kaplan and acquired the two businesses of Anchor Capital and Ripple Effect 4 in 2011. Anchor Capital, co-founded by Peter Armitage and Todd Kaplan, was acquired in December 2011, effective 1 January 2012, with a view to establishing a large South African asset management business. The business has grown rapidly and intends to continue doing so. Ripple Effect 4, founded by Todd Kaplan, has been in operation for over a decade and has developed experience in the delivery of knowledge via the use of information technology, with a focus on the financial services sector. This business also provides research and information technology services to Anchor Capital. The long term strategy of the Anchor Group is to become a major player in South African asset management and related services through Anchor Capital, while in the knowledge sector the intention is to globalise the business and provide services to international listed businesses. The strategic direction and intent of the Group can be described as follows:

Operate a high quality investment process, analysing both local and global markets. Everything in the Group feeds off this. o This will be driven by highly skilled individuals schooled in the principles and culture of

Anchor Capital.

Deliver excellent investment performance across the products and services that the Group offers. o This is defined as performance ahead of appropriate benchmarks.

Build and grow a quality base of clients. o This will be achieved by delivering investment performance, maintaining strong client

relationships and effectively marketing the services of the business.

Grow the asset management business into the institutional market, off an already strong and established retail base. o This is a process which has already begun but requires long and consistent track records,

Grow a base of clients to whom financial services training and research services are provided, both locally and globally. o This will be achieved by offering the appropriate range of products and services and

effective marketing.

There are no government protection or investment encouragement laws that impact on the Company or the Group.

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The group structure of Anchor is set out below:

1.3.2 About the Company and the Private Placing

The core business of Anchor is divided into two distinct areas:

Asset Management This business is conducted by Anchor Capital (www.anchorcapital.co.za), which is a five year old asset management business and a registered Financial Services Provider. This business contributes the majority of the earnings of the Group. The Group is also a minority investor in the newly-formed Cartesian Capital and Anchor Securities holding 19.9% and 25% respectively.

The business of knowledge Established 13 years ago, this business is conducted by Ripple Effect 4 (www.re4.co.za), which is a business that conducts training, information services and outsourced research, primarily in the financial services sector.

1.3.3 Corporate governance [Regulation 54(1) (b) (i); 54(1)(b)(ii)]

The Company‟s statement on Corporate Governance has been included as Annexure 16 to this Prospectus.

1.3.4 Material changes [Regulation 59(3) (b)]

There has been no material change in the financial or trading position of Anchor or its Subsidiaries that has occurred since 31 December 2013 or since the year end of Anchor as set out in Annexure 1 and Annexure 3 respectively. There has been no material change in the business of Anchor or the Subsidiaries during the past three years, other than in the ordinary course of business. There has been no change in control of Anchor or its Subsidiaries during the past five years since the formation of Anchor in 2009 and its subsidiaries Anchor Capital in 2009 and Ripple Effect 4 in 2001, other than as part of the restructure of the group through the acquisition of the Subsidiaries by Anchor in December 2011, with effect from 1 January 2012.

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1.3.5 Directors opinions regarding the prospects [Regulation 59(3) (c)]

The directors of the Company believe that the Group has excellent prospects based on the following:

Anchor Group has an experienced, well-balanced, innovative and motivated management team;

Anchor Capital has achieved critical mass and the operating margin expands with increased turnover;

Anchor Capital has an experienced and sizeable investment process team;

Anchor Capital has evidenced an ability to grow assets under management by attracting new investors;

Anchor Capital has an excellent investment track record since inception across asset classes and Anchor Capital‟s investment process and team, positions it well to sustain performance levels;

Anchor Capital has developed a strategic range of investment options, across local and offshore as well as across conservative and more aggressive portfolios. The resultant mix of assets under management should result in the business being relatively resilient to any market conditions; and

Ripple Effect 4 has developed products in and around investor education many of which have exciting potential. Ripple Effect 4 also supports the research and analysis side of the Anchor Capital business.

1.3.6 State of affairs of the Company and any subsidiary [Regulation 59(3)(d)]

The business is proceeding well. The asset management business of the Group effectively started in 2012 with just less than R1 billion in Group wide assets under management at the end of 2012. This increased to over R2.8 billion by the end of 2013, and was over R5.25 billion by the end of July 2014 as extracted from the management accounts. The Group has the potential to double its assets under management in 2014 based on year to date targets achieved, current growth rates being experienced and the pipeline of opportunities, as long as equity markets are reasonably positive. The marketing initiatives are proving effective and Anchor has achieved net inflows of around R100 to R150 million per month consistently over the last two years.

The investment performance of the Group has been excellent since inception and it is ahead of stipulated benchmarks across all investment mandates. The flagship Anchor BCI Equity Fund is in the top 10 funds (out of +/-180) in its category for the 12 months to June 2014, as measured by Morningstar, a recognised rating agency. The Group‟s business model is highly cash generative and after investing material amounts in systems, fixed assets and funding of minority subsidiaries, the Group still had in excess of R13 million in cash at the end of June 2014. Compliance is taken very seriously and in, addition to internal compliance procedures, regular monthly compliance meetings are held with highly qualified external consultants, namely Tenfour Consulting, to confirm that the business is complying with the letter and spirit of the FSB regulations. Tenfour Consulting lodge the compliance report for Anchor Capital on a bi-annual basis and act as the external compliance officer for Anchor Capital, overseeing the whole compliance process and communicating to the FSB on Anchor‟s behalf. Anchor has received support from over 25 Financial Advisor groups and has begun interactions with some of the country‟s largest asset advisors and multi-managers.

The AUM mix as at the end of July 2014 was:

Nature of holding Approximate Rand Value

Long only fund structures R975 million Segregated local portfolios R1 962 million Global segregated portfolios R769 million Hedge funds R257 million Other categories R1 318 million

1.3.7 Principal immovable properties [Regulation 59(3)(e)]

The Company does not own any immovable property.

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1.3.8 Commitments for the purchase, construction or installation of buildings, plant, or machinery [Regulation 59(3) (f)]

There are currently no commitments for the purchase, construction or installation of buildings, plant or machinery.

1.3.9 Company particulars and dividend policy [Regulation 59(3)(g)]

Information about the Company and Group‟s history for the two years ended 31 December 2013 and 31 December 2012 can be found in Annexure 1 and Annexure 3 of this Prospectus respectively. The Company does not have a formal dividend policy at present. After one year, the Board intends to introduce a formal dividend pay-out policy of 50% of the profit after tax after listing, unless the Board is of the opinion that a lower dividend is to be declared because of the necessity to apply the Group‟s cash resources to any planned acquisitions or that it is in the interest of the Group to build up cash reserves for foreseeable unfavourable market or economic conditions. The Company has not determined any fixed dates on which dividends or entitlement to dividends arises. There is no arrangement in which future dividends are waived or agreed to be waived.

In terms of the MOI of the Company, all unclaimed dividends shall not bear interest and may be invested or otherwise made use of by the directors as they deem fit for the benefit of the Company until claimed, provided that dividends unclaimed and retained for a period of not less than three years from the date on which such dividends became payable, may be declared forfeited by the directors for the benefit of the Company, subject to the laws of prescription.

1.4. SHARE CAPITAL OF THE COMPANY [Regulation 60] 1.4.1 The authorised and issued share capital of the Company as at the last practicable date is as follows:

[Regulation 60(a) (i)]

R

Authorised share capital

1 000 000 000 ordinary Shares of no par value

Issued stated share capital

62 600 000 ordinary Shares of no par value 8 765 694

1.4.2 The authorised and issued share capital of the Company on the date of listing, assuming that the

Private Placing of 30 000 000 new Shares is fully subscribed (but before listing costs), will be as follows:

R

Authorised share capital

1 000 000 000 ordinary Shares of no par value

Issued stated share capital

92 600 000 ordinary Shares of no par value (before write off of share issue expenses) 68 765 694

The remaining authorised and unissued Shares, after the Private Placing, will be under the control of the directors of the Company, subject to the provisions of the MOI, the Act and the JSE Listings Requirements. There are no treasury Shares held as at the last practicable date. All of the authorised and unissued Shares (including those to be issued in terms of the Prospectus) are of the same class and rank equally in every respect, including rights to dividends, profits or capital, rights on liquidation or distribution on capital assets. In accordance with the Act, issued Shares must be fully paid up and the securities to be listed are freely transferable.

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Any variation of rights attaching to the ordinary Shares will require the consent of shareholders in general meeting in accordance with the MOI of Anchor. There have been no previous offers of Shares by Anchor to members of the public.

1.4.3 Alterations to the share capital [Regulation 60(b)]

Details of any alterations to the share capital of the Company from the date of incorporation of the Company are set out in Annexure 9 to this Prospectus.

1.4.4 Issues of the Company’s Shares

Details of the issue of Shares from the date of incorporation of the Company are set out in Annexure 9 to this Prospectus.

1.4.5 Voting rights

The MOI of the Company provides that, subject to any restrictions as to voting attached to any Shares by or in accordance with the MOI and the JSE Listings Requirements, every person present in person or by proxy, and entitled to vote at any general meeting shall, on a show of hands, have only one vote but, upon a poll, each such person shall have one vote for every share held or represented by him. Any variation in rights attaching to Shares will require the consent of the holders of not more than three-fourths of the issued Shares of that class, or with the sanction of a resolution passed in the same manner as a special resolution of the Company at a separate general meeting of the holders of the Shares of that class. Annexure 15 to this Prospectus contains the relevant extracts from Anchor‟s MOI.

1.4.6 Loan capital and debentures

As at the date of this Prospectus, Anchor has no loan capital outstanding other than shareholder loans of R5.3 million, which are detailed in Annexure 10. These shareholder loans will be repaid from proceeds of the Preferential Offer. In addition, the Company has no debentures in issue at the Last Practicable Date.

1.5 OPTIONS OR PREFERENTIAL RIGHTS IN RESPECT OF SHARES [Regulation 61]

As at the last practicable date, the following options to subscribe for shares in Anchor had been granted:

Peter Armitage has been granted 1 851 200 share options in Anchor and Todd Kaplan has been granted 462 800 share options in Anchor. These European options have a strike price of R1.40 and are exercisable on 30 September of each year (starting in 2015), equally spread over three years.

Other staff of the Anchor Group have been granted European options to acquire 6 942 000 shares at a strike price of 140 cents per share. These options are exercisable over three years in equal tranches commencing 30 September 2015.

No premium has been charged for the above options. The Company has also approved a share incentive scheme as detailed in paragraph 1.2.4.2 above. Other than the above options, there are no securities which have any preferential conversion and/or exchange rights as at the last practicable date. Fractions of Shares in Anchor will not be issued. However, in the event that any fractions arise, they will be rounded up from 0.5 cents and rounded down from 0.49 cents. [Regulation 61(1)]

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1.6 COMMISSIONS PAID AND PAYABLE IN RESPECT OF UNDERWRITING AND SHARE ISSUES [Regulation 62]

No consideration such as commissions, discounts or other payments have been paid by the Company in the preceding three years nor have any brokerages been granted in respect of the issue or sale of any securities. No commissions are payable in respect of the Prospectus as commission to any person for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any securities in the Company other than as detailed in paragraph 1.13 of this Prospectus.

1.7 MATERIAL CONTRACTS [Regulation 63(1) (b)] 1.7.1 Existing and/or proposed contracts

A list of existing contracts and/or proposed contracts relating to directors‟ and managerial remuneration, royalties and secretarial and technical fees payable by the Company or any subsidiary of the Company are as follows:

Employment contracts have been concluded with P Armitage and T Kaplan. These are standard employment contracts and will not be varied on listing. The next annual review date will be during 2015.

Arcay Client Support has been performing the services as the Company Secretary from 1 July 2014 on an ad hoc fee basis.

The Company has not been a party to any material management agreements, restraint of trade agreements or any other agreement in terms of which any royalty or management fee is payable. The Company has not entered into any agreement relating to the payment of technical fees to date of this Prospectus other than those reflected under paragraph 1.13 of this Prospectus.

1.7.2 Material contracts

Material agreements entered into by, or in respect of, the Company, otherwise than in the ordinary course of business, within the three years prior to the date of the Prospectus are as follows:

the acquisition of the shareholding in Anchor Capital; and

the acquisition of the shareholding in Ripple Effect 4.

All the shares in the above Subsidiaries have been transferred to Anchor, where appropriate. A table summarising details of the above agreements is set out below:

Effective date of acquisition

Consideration

Valuation R

Goodwill R

Nature of Interest

Details of vendors

Anchor Capital with effect from 1 January 2012

R360 000 R400 000 R855 630 90% shareholding

Fransoa Swart

Ripple Effect 4 with effect from 1 January 2012

R1 600 000 R2 000 000 R2 263 146 75% shareholding

Peter Armitage (56.25%) and Todd

Kaplan (18.75%) Anchor Capital with effect from 1 January 2014

101 Anchor Group shares

R7 373 890 N/A (common

control)

18% shareholding (*)

Mike Teke (10%), Fransoa Swart (8%)

(*) Anchor Group owned 82% of Anchor Capital prior to this date as Mike Teke, purchased 10% of Anchor Capital in 2013 – 8% from Anchor Group and 2% from Fransoa Swart. As part of this asset swap arrangement, Peter Armitage received 10% of the shareholding in Ripple Effect 4, reducing the shareholding to 65% with effect from 1 January 2014.

No loans or finance were associated with the above acquisitions. No book debts have been guaranteed nor any warranties given. No restraints of trade or other restrictions have been placed nor are they considered necessary. No agreements have been made in respect of accrued liabilities for tax.

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1.8 INTERESTS OF DIRECTORS AND PROMOTERS [Regulation 64] [64(2) (a), (c)]

1.8.1 Directors’ interest in transactions

No consideration has been paid or been agreed to be paid to any director or related party or another company in which a director has a beneficial interest or of which such director is also a director, nor to any partnership, syndicate or other association of which the director is a member to:

• induce the director to become a director; or • to qualify as a director; or • for services rendered by the director or by a company, partnership, syndicate or other

association in connection with the promotion or formation of the company.

Peter Armitage and Todd Kaplan previously held shares in Ripple Effect 4 and Mike Teke held a shareholding in Anchor Capital. These shareholdings were acquired by Anchor with effect from 1 January 2012 and 1 January 2014 and the details thereof are set out in paragraph 1.7.2 of this Prospectus.

Other than these interests, no other director, including a director who has resigned during the last 18 months, had any material beneficial interests, whether direct or indirect, in transactions that were effected by Anchor or its Subsidiaries.

1.8.2 Directors’ interest in securities

As at the last practicable date, the aggregate direct and indirect interests of the directors of Anchor in the issued share capital of the Company, including former directors who have resigned in the past 18 months, (being 62 600 000 Shares) before the Private Placing are indicated below:

Director

Direct beneficial

Indirect beneficial

Total

Percentage of total

issued share capital

Peter Armitage 5 720 000 9 320 000 15 040 000 24.0% Ivan Clark - 10 750 000 10 750 000 17.2% Mike Teke - 6 870 000 6 870 000 11.0% Todd Kaplan 2 700 000 - 2 700 000 4.3% Alastair Adams - - - - Paul Nkuna - - - -

The aggregate direct and indirect interests of the directors, including former directors, of Anchor in the issued share capital of the Company after the Private Placing being 92 600 000 Shares (assuming the Private Placement is fully subscribed) are indicated below:

Director

Direct beneficial

Indirect beneficial

Total

Percentage of total

issued share capital (After)

Peter Armitage 6 334 000 9 320 000 15 654 000 16.9% Ivan Clark - 10 750 000 10 750 000 11.6% Mike Teke - 9 256 000 9 256 000 10.0% Todd Kaplan 2 700 000 - 2 700 000 2.9% Alastair Adams 200 000 - 200 000 0.2% Paul Nkuna - - - -

Messrs Peter Armitage and Mike Teke (through Masimong Group Holdings (Pty) Ltd in which he holds 97%) intend increasing their shareholding by 614 000 and 2 386 000 Shares respectively. During 2014, Mike Teke acquired an additional 1 000 000 shares in Anchor following the exercise of an option agreement to acquire shares from GFS Holdings (Pty) Ltd at R1.85 per Share. There have been no other changes to the above information up until the last practicable date.

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In accordance with the provisions of the JSE Listings Requirements, 50% of the shares held by directors and the controlling shareholder will be held in trust with the Company‟s auditors until the publication of the audited results of Anchor for the year ended 31 December 2015 after which a 25% shareholding will be released and the remaining 25% the following year. The relevant securities may only be released after notifying the JSE of the intention to so release. There are no non-beneficial direct or indirect interests held by directors. There are no promoters who have received fees or will receive any fees in relation to the promotion or formation of the Company. The Designated Advisor may subscribe for Shares in Anchor in terms of this Prospectus. In this event, 50% thereof will be locked up in accordance with the JSE Listings Requirements for companies listed on the AltX as described above for the directors of the Company.

1.9 LOANS [Regulation 65] 1.9.1 Material loans made to the Company and the Group [Regulation 65(2) (a)(i) to (iv)]

Details of material loans made to the Company and the Group, as well as inter-group borrowings, are set out in Annexure 10 to this Prospectus. As at the last practicable date, no loans receivable have been made to any director, manager or associate of the Company or the Group.

1.9.2 Material loans made by the Company or the Group [Regulation 65(2)(b)]

The Company or the Group has not advanced any material loans to any party and has not made any loans nor furnished any security for the benefit of any director or manager, or any associate of any director or manager as at the last practicable date, other than an immaterial loan receivable as disclosed in Annexure 10 to this Prospectus.

1.9.3 Contingent liabilities, material capital commitments and material inter-company balances

As at the last practicable date, the Company and the Group had no contingent liabilities, material capital commitments or material inter-company balances, other than the inter-company balances as detailed in Annexure 10.

1.10 SHARES ISSUED OR TO BE ISSUED OTHER THAN FOR CASH [Regulation 66]

Other than the Shares disclosed in Annexure 9, none of the Company‟s Shares have been issued other than for cash in the three years immediately preceding the date of this Prospectus and no other agreement has been entered into in terms of which the Company‟s Shares will be issued other than for cash. There have also been no repurchases by the Company of its Shares in the three years immediately preceding the date of this Prospectus, other than the shares disclosed in Annexure 9. Similarly, the Subsidiaries have not issued or repurchased its shares during the three years immediately preceding the date of this Prospectus.

1.11 PROPERTY ACQUIRED OR TO BE ACQUIRED OR DISPOSED [Regulation 67] As at the last practicable date, neither the Company nor the Group are in the process of acquiring immovable property. However, Anchor intends acquiring a minority shareholding in a property company for a consideration of R6.67 million. The property company holds the property from where the Company conducts its operations in Bryanston. No agreement had been signed at the Last Practicable Date.

The Group has not acquired immovable property during the past three years and does not hold any property as detailed in paragraph 1.3.7 above. In addition, neither the Company nor the Group has disposed of, and does not propose to dispose of any immovable property or fixed assets to third parties.

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1.12 AMOUNTS PAID OR PAYABLE TO PROMOTERS [Regulation 68]

No promoter has any material beneficial interest in the Company‟s promotion. Neither the Company nor its Subsidiaries have paid any amount (whether in cash or in securities), nor given any benefit to any promoters or any partnership, syndicate or other association of which a promoter was a member within the three years preceding the last practicable date or in relation to the Private Placement.

1.13 PRELIMINARY EXPENSES AND ISSUE EXPENSES [Regulation 69]

The following expenses and provisions are expected, or have been provided for in connection with the preparation of this Prospectus. All the fees payable to the parties below are exclusive of VAT.

Service Service provider R

Legal advisors Adams Attorney 250 000 Designated advisor Arcay Moela Sponsors 875 000 Registration of Prospectus CIPC 7 000 Documentation fee JSE 71 814 Listing fee JSE 25 582 Auditors and reporting accountants Grant Thornton 375 000 Printing and publishing To be advised 100 000 Capital raising (R10 000 000) Arcay Moela Sponsors and Manhattan Advisory 250 000 General provision 45 604

Total 2 000 000

There are no preliminary expenses in the three years preceding the issue of this Prospectus. The directors of Anchor will be responsible for the majority of the capital raising, given the nature of their business and client base. No commission will be payable on the capital raised by the directors of Anchor. A capital raising fee of 2.5% is payable on R10 million of the capital raised by Arcay Moela Sponsors in order to obtain an appropriate spread of shareholders in accordance with the JSE Listings Requirements, The fees of Arcay Moela Sponsors will be shared equally with Manhattan Advisory, which is the joint funding arranger together with Arcay Moela Sponsors. The capital raising fee will be settled through the issue of Shares at 200 cents per share as part of the Private Placement. In accordance with the provisions of the JSE Listings Requirements, 50% of the shares held by the Designated Advisor, Arcay Moela Sponsors, will be held in trust with the Company‟s auditors until the publication of the audited results of Anchor for the year ended 31 December 2015 after which a 25% shareholding will be released and the remaining 25% the following year. The relevant securities may only be released after notifying the JSE of the intention to so release. Of the above estimated expenses, the full R2 million has been allocated to the cost of issuing shares and raising capital and will be set off against stated capital.

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SECTION 2 – INFORMATION REGARDING THE PLACED SECURITIES [REGULATION 56]

2.1 Purpose of the private placing [Regulation 70]

The key listing rationale of Anchor is the retention, attraction and incentivisation of staff members. Asset management and knowledge businesses have people as their key asset. People deliver investment returns and develop and maintain relationships with clients. In order for people to be incentivised and share in the value which they are creating for a company, a listed instrument which is valued independently by financial markets is the most effective instrument. Listing existing staff equity, as well as the establishment of share incentive schemes, is a core part of the Anchor growth strategy. Through the listing, Anchor also intends to employ the benefits of the listed environment to its advantage, being:

Enhancing its profile as a leading and growing asset manager;

Clients can participate in the growth of the entity with whom they are doing business;

Confidence and transparency espoused through the JSE listing environment;

Flexibility and depth of funding options available to listed entities; and

External capital to fund the growth aspirations of the Group, which might involve the establishment of offshore offices and operations.

Anchor has certain regulatory cash requirements and the proposed R60 million to be raised through the Private Placing will ensure that the company meets these requirements and still has capacity for:

Expansion into related fields;

Acquisition of allied businesses or teams of individuals; and

Expansion of the Ripple Effect 4 IT business globally.

In addition, the purpose of the Private Placing is to expand the capital base and shareholder spread of the Company in order to achieve a minimum spread of shareholders in terms of the JSE Listings Requirements. The Company has already received sufficient commitments to subscribe for shares through its book building efforts and will meet the spread requirements in terms of the JSE Listings Requirements.

2.2 Time and date of the opening and closing of the Private Placing [Regulation 71]

2014

Date on which the Private Placing contemplated in this Prospectus will be open at 09h00 on Tuesday, 2 September

Date on which the Private Placing contemplated in this Prospectus will close at 12h00 on Tuesday, 9 September

Listing of securities on the JSE at the commencement of business on Tuesday, 16 September

2.3 Particulars of the Private Placing [Regulation 72] 2.3.1 Issue price of the ordinary Shares in this Private Placing

The Company‟s capital structure and alterations to the share capital since incorporation and preceding the date of this Prospectus are set out in Annexure 9.

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The directors have resolved, via the required resolutions, authorisations and approvals, to issue 7 500 000 ordinary shares of no par value at 200 cents per share in terms of the Private Placement and 22 500 000 ordinary shares of no par value at 200 cents in terms of a Preferential Offer. The directors consider this price to be justified by the prospects of the Company and the Group.

2.3.2 What the Private Placing comprises

The Private Placing comprises a Preferential Offer of 22 500 000 ordinary shares of no par value at 200 cents each and a further 7 500 000 shares of no par value at 200 cents per share by way of a Private Placing. Applications for the subscription may only be made on the forms which are enclosed with this Prospectus. Applications are irrevocable and may not be withdrawn once received by Anchor. Application forms must be completed in accordance with the provisions of this Prospectus and the instructions as set out in the application form. Applications must be for a minimum of 10 000 Shares and in multiples of 100 thereafter. In the event of an over-subscription, the formula for the basis of allotment will be calculated in such a way that a person will not, in respect of his application, receive an allocation of a lesser number of securities than any other subscriber who applied for the same number or a lesser number of securities and will be determined by the directors on an equitable basis in line with the JSE Listings Requirements. Shares will be tradable on the JSE in dematerialised form only and as such, all shareholders who elect to receive certificated Shares will first have to dematerialise their certificated Shares should they wish to trade therein. Applicants are advised that it takes between one and ten days to dematerialise certificated Shares depending on the volumes being processed by Strate and Link Market Services at the time of dematerialisation. Disadvantages of holding shares in certificated form include:

the current risks associated with the holding of shares in certificated form, including the risk of loss, in respect of tainted scrip, remain; and

when a shareholder, holding certificated shares wishes to transact on the JSE, such shareholder will be required to appoint a CSDP or a stockbroker to dematerialise the relevant ordinary shares prior to a stockbroker being able to transact in such shares. Such dematerialisation can take up to ten days. A certificated shareholder will have no recourse in the event of delays occasioned by the validation process or the acceptance or otherwise of the certificated shares by a CSDP.

Application for dematerialised shares where the applicant has a CSDP or broker:

Applications may only be made on the relevant application form attached to this Prospectus. Photocopies or other reproductions may be rejected.

The application form must be completed and delivered to the applicant‟s duly authorised CSDP or broker, as the case may be, at the time and on the date stipulated in the agreement governing their relationship with their CSDP or broker: - the brokers will collate all their respective applications and forward the instruction to the

brokers‟ nominated CSDPs; - the CSDPs will collate all the applications received from brokers and/or applicants and

notify the transfer secretary; and - payment will be effected against delivery of shares.

Applications for certificated shares:

Applications for certificated shares are no longer permitted in terms of the FMA. Applicants that do not have a CSDP or a Stockbroker can be assisted by Link Market Services to open an account.

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Payment may only be made by cheque, banker‟s draft or electronic transfer. Postal orders or cash will not be accepted. The cheque or banker‟s draft must be attached to and submitted with the relevant application form. Cheques must be crossed “not negotiable”, “not transferable” and made payable in favour of “Anchor”. Applicants will be obliged to provide such documentary or other information as may be required on demand in order to satisfy the requirements of the Financial Intelligence Centre Act 38 of 2001, failing which an application may be rejected at the discretion of the directors of the Company. Application forms must be lodged with Link Market Services South Africa Proprietary Limited: 13

th Floor, Rennie House, 19 Ameshoff Street Johannesburg, 2001; or

PO Box 4844, Johannesburg, 2000; or E-mail: tcorpactfax@linkmarketservices.co.za

so as to be received by no later than 12h00 on Tuesday, 9 September 2014. NO LATE APPLICATIONS WILL BE ACCEPTED. Each envelope should contain only one application form and must be clearly marked “Anchor Issue”. No receipts will be issued for applications and remittances. Applications will only be regarded as complete when the relevant cheque/banker‟s draft has been paid. All capital raised is payable in the currency of South Africa and will be deposited with Rand Merchant Bank, a division of FirstRand Bank Limited immediately upon receipt by the Company, and will be utilised to pay for the costs of this Prospectus. Should any cheque or banker‟s draft be dishonoured, the directors of the Company may, in their absolute discretion, regard the relevant application as revoked and take such other steps in regard thereto as they may deem fit. Shares may not be applied for in the name of a minor, deceased estate or partnership. No documentary evidence of capacity to apply need accompany the application form, but the directors reserve the right to call upon any applicant to submit such evidence for noting, which evidence will be returned at the applicant‟s risk. Shares will be allocated in certificated form if the application form is received by the transfer secretary directly from the applicant and no duly completed custody mandate accompanies such form. Anchor Shares will trade on the JSE utilising the Strate settlement procedure. The principal features of Strate are:

trades executed on the JSE must be settled within five business days; penalties apply for late settlement; an electronic record of ownership replaces share certificates and physical delivery of share

certificates; and all investors are required to appoint either a broker or a CSDP to act on their behalf and to handle

their settlement requirements.

2.3.3 Issue of Shares

All Shares offered in terms of this Prospectus will be allotted and issued at the expense of Anchor under the provisions of the FMA. All Shares offered in terms of this Prospectus will be allotted subject to the provisions of Anchor‟s MOI and will rank pari passu in all respects with existing Shares. Anchor will use the “certified transfer deeds and other temporary documents of title” procedure approved by the JSE and only “block” certificates will be issued for Shares allotted in terms of this Prospectus or deposited with the CSDP. For applicants who subscribe for dematerialised Shares, their duly appointed CSDP or broker will receive the dematerialised Shares on their behalf on transfer of the applicant‟s consideration for the Shares by the duly appointed CSDP or the broker to the transfer secretaries.

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2.3.4 Exchange Control Regulations

The following summary is intended as a guide and is therefore not comprehensive. If you are in any doubt hereto, please consult your professional advisor.

"In terms of the Exchange Control Regulations of the Republic of South Africa:

- A former resident of the Common Monetary Area who has emigrated, may use emigrant blocked

funds to subscribe for Shares in terms of this Prospectus; - all payments in respect of subscriptions for Shares by an emigrant, using emigrant blocked funds,

must be made through the Authorised Dealer in foreign exchange controlling the blocked assets; - any Shares issued pursuant to the use of emigrant blocked funds, will be credited to their blocked

share accounts at the Central Securities Depository Participant controlling their blocked portfolios; - Shares subsequently re-materialised and issued in certificated form, will be endorsed “Non-

Resident” and will be sent to the Authorised Dealer in foreign exchange through whom the payment was made; and

- if applicable, refund monies payable in respect of unsuccessful applications or partly successful applications, as the case may be, for Shares in terms of this Prospectus, emanating from emigrant blocked accounts, will be returned to the Authorised Dealer in foreign exchange through whom the payments were made, for credit to such applicants‟ blocked accounts.

Applicants resident outside the Common Monetary Area should note that, where Shares are subsequently re-materialised and issued in certificated form, such share certificates will be endorsed “Non-Resident” in terms of the Exchange Control Regulations.”

2.4. Minimum subscription [Regulation 73]

In the opinion of the directors, there is no minimum subscription required. However, the Company is required to meet the minimum spread requirement of 100 shareholders, of which at least 10% must be held by the general public as defined in the JSE Listings Requirements. In the event that this is not achieved, monies will be refunded to all applicants. However, the Company expects to raise the full amount offered in this Prospectus and achieve the spread of shareholders required and has already received sufficient commitments to subscribe for shares through its book building efforts. Thus the Company is confident that it will meet the spread requirements in terms of the JSE Listings Requirements. All amounts raised will be utilised to expand the Group and provide for the further working capital of the Company and the Group, as stated in the pro forma financial statements in the Prospectus.

2.5 Shareholder information

Prior to the implementation of the Private Placement and Preferential Offer and as at the last practicable date, the following shareholders beneficially held, directly or indirectly, 5% or more of the issued share capital of the Company:

Before the Private Placement (based on 62 600 000 shares in issue)

Number of Shares %

Peter Armitage 15 040 000 24.0

Basfour 3001 CC (Associate of Ivan Clark) 10 750 000 17.2

Masimong Group Holdings (Pty) Ltd (Associate of Mike Teke) 6 870 000 11.0

Matthew Norwood-Young 5 150 000 8.2

Sean Ashton 3 100 000 5.0

Fransoa Swart 4 190 000 6.7

TOTAL 45 100 000 72.1

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Following the implementation of the Private Placement and Preferential Offer (based on 92 600 000 shares in issue), the following shareholders are anticipated to hold beneficially, directly or indirectly, 5% or more of the issued share capital of the Company:

Number of Shares %

Peter Armitage 15 654 000 16.9

Basfour 3001 CC (Associate of Ivan Clark) 10 750 000 11.6

Masimong Group Holdngs ((Pty) Ltd Associate of Mike Teke) 9 256 000 10.0

Matthew Norwood-Young 5 150 000 5.6

TOTAL 40 810 000 44.1

A voting pool agreement has been signed between the following parties and provides for a 51% vote by the voting pool members:

% Shareholding*

Peter Armitage 16.9 Basfour 3001 CC 11.6 Masimong Group Holdings (Pty) Ltd 10.0 Matthew Norwood-Young 5.6 Sean Ashton 3.3 Fransoa Swart 4.5 Darryl Hannington 2.6 Bradford Gauldie 2.2 Todd Kaplan 2.9 Lee Cairns 1.5 Frikkie Veldman 0.5

Total 61.6

* Shareholding percentage after the new issue of 30 million shares and based on 92 600 000 shares

in issue.

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SECTION 3 – STATEMENTS AND REPORTS RELATING TO THE PRIVATE PLACING [REGULATION 56]

3.1 Statement of adequacy of capital [Regulation 74]

The directors of the Company are of the opinion that the working capital of the Anchor Group both before and pursuant to the Private Placing, is sufficient for the Group‟s present requirements, that is, for a period of at least the next 12 months from the date of issue of this Prospectus. Arcay, the Company‟s designated advisor, has confirmed that it has obtained written confirmation from the directors that the working capital available to the Group is sufficient to meet the requirements of the Group for at least the next 12 months from the date of issue of this Prospectus. The designated advisor is satisfied that this confirmation has only been given after due and careful enquiry by the directors.

3.2 Report by directors as to material changes [Regulation 75]

The historical financial information of Anchor and the Anchor Group is set out fully in Annexure 1 and Annexure 3 of this Prospectus. Save as disclosed in this Prospectus, there have been no other material changes in the financial and trading position of the Company and the Group since 31 December 2013 and the date of this Prospectus.

3.3 Statement as to listing on a stock exchange [Regulation 76]

The Company‟s Shares are not listed on any stock exchange currently. In anticipation of the Listing, the Company has submitted an application for its Shares to be listed on the JSE with effect from the commencement of business on Tuesday, 16 September 2014. The JSE has approved the listing of Anchor, subject to the Company achieving the spread of public shareholders required in terms of the JSE Listings Requirements relating to AltX.

3.4 Report by the auditor when a business undertaking is to be acquired [Regulation 77]

No proceeds of this private placing or any part of the proceeds of the issue of securities or any other funds are to be applied directly or indirectly in the purchase of any business undertaking.

3.5 Report by the auditor when the Company will acquire a subsidiary [Regulation 78]

This private placing to the public does not coincide, directly or indirectly, with the acquisition by the Company, or its Subsidiaries, of securities in or of the business undertaking of any other company, in consequence of which that company or business undertaking will become a subsidiary of or part of the business of Anchor.

3.6 Reports by the auditor of the Company [Regulation 79]

In terms of Regulation 79 of the Companies Act, the auditor is required to prepare a report on the profits and losses, dividends and assets and liabilities of the Company and the Group. In this regard Annexure 1 and Annexure 2 of this Prospectus sets out the financial information and the auditor‟s report in respect of the financial information required.

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SECTION 4 – ADDITIONAL MATERIAL INFORMATION [Regulation 56]

The following additional disclosures are made in respect of the Company and Group in accordance with section 6 of the JSE Listings Requirements: 4.1 Litigation statement

There are no legal or arbitration proceedings, including any proceedings that are pending or threatened, of which the Company and Group is aware that may have or have had in the last 12 months, a material effect on the Company‟s or the Group‟s financial position.

4.2 Experts’ consents

Each of the parties listed under Corporate Information on page 3 has consented in writing to act in the capacities stated and to their names appearing in this Prospectus and have not withdrawn their consent prior to the publication of this Prospectus. The independent reporting accountants have consented in writing to have their reports appear in the Prospectus in the form and context as they appear and have not withdrawn their approval prior to the publication of this Prospectus.

4.3 Directors’ responsibility statement

The directors of the Company, whose names are given in Section 1, paragraph 1.2 of this Prospectus, collectively and individually, accept full responsibility for the accuracy of the information provided in this Prospectus and certify that to the best of their knowledge and belief there are no facts relating to the Company and Group that have been omitted which would make any statement relating to the Company or Group false or misleading, that all reasonable enquiries to ascertain such facts have been made and that this Prospectus contains all information relating to the Company or Group required by law and the JSE Listings Requirements.

4.4 Vendors and controlling shareholders The controlling shareholders of Anchor are the directors of Anchor, namely Peter Armitage, Todd Kaplan, Ivan Clark and Mike Teke, holding directly and indirectly 56.5% before, and 41.4% after, the issue of Shares in terms of this Prospectus. Details of the individual shares and percentages held are set out in paragraph 1.8.2 of this Prospectus. There are no vendors associated with the listing of Anchor. However, the Group has been established within the past three years and details of the founders and former vendors are set out in paragraph 1.7.2 above. The former vendors comprise the controlling shareholders and a member of key management, namely Fransoa Swart.

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SECTION 5 – INAPPLICABLE OR IMMATERIAL MATTERS [REGULATION 56]

The following paragraphs of the Companies Regulations dealing with the requirements for a Prospectus are not applicable to this Prospectus: By order of the Board Peter Armitage Chief Executive Officer Registered office 25 Culross Road Bryanston Sandton, 2191 (PO Box 1337, Gallo Manor, 2052) SIGNED AT BRYANSTON ON 20 AUGUST 2014 ON BEHALF OF ALL THE DIRECTORS OF ANCHOR GROUP LIMITED

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ANNEXURE 1

FINANCIAL INFORMATION REQUIRED IN TERMS OF REGULATION 79 OF THE COMPANIES ACT IN RESPECT OF THE COMPANY AND GROUP

In terms of Regulation 79 of the Companies Act, this Annexure 1 includes the consolidated historical profits of the Company and Group as well as the dividends paid for the preceding financial years being 31 December 2013, 2012 and 2011 and its consolidated statement of financial position as at 31 December 2013. Group

Financial year ended

31 December 2013

Financial year ended

31 December 2012

Financial year ended

31 December 2011 R‟000 R‟000 R‟000

Net profit before taxation 7 016 86 - Net profit after taxation 4 781 53 - Dividends paid - - -

Company

Financial year ended

31 December 2013

Financial year ended

31 December 2012

Financial year ended

31 December 2011 R‟000 R‟000 R‟000

Net profit / (loss) before taxation 2 823 (219) - Net profit / (loss) after taxation 2 381 (219) - Dividends paid - - -

GROUP STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2013

Group Figures in Rand 2013

ASSETS Non-Current Assets Plant and equipment 508 882 Goodwill 3 118 776 Intangible assets 447 617 Deferred tax 808 172

4 883 447

Current Assets Financial assets 3 339 859 Trade and other receivables 6 329 130 Cash and cash equivalents 6 999 865

16 668 854

Total Assets 21 552 301

EQUITY AND LIABILITIES Equity Share capital 500 Retained income 5 945 685

5 946 185 Non-controlling interest 2 088 939

Equity Attributable to Equity Holders of Parent 8 035 124

Liabilities Current Liabilities Other financial liabilities 6 493 057 Trade and other payables 5 657 059 Current tax payable 1 367 061

13 517 177

Total Equity and Liabilities 21 552 301

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COMPANY STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2013

Company Figures in Rand 2013

Assets Non-Current Assets Investments in subsidiaries 1 1 928 000 1 928 000 Current Assets Trade and other receivables 1 628 003 Loans to subsidiaries 2 582 104 Deposits 77 777 Cash and cash equivalents 2 582 104 6 531 754

Total Assets 8 459 754

Equity and Liabilities Equity Equity Attributable to Equity Holders of Parent Share capital 500 Retained income 2 161 107 2 161 607 Liabilities Current Liabilities Other financial liabilities 5 604 390 Trade and other payables 251 507 Current tax payable 442 250 6 298 147

Total Equity and Liabilities 8 459 754

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ANNEXURE 2

AUDITORS REPORT ON THE FINANCIAL INFORMATION OF ANCHOR GROUP LIMITED (“ANCHOR”) IN TERMS OF REGULATION 79 OF THE COMPANIES ACT

“20 August 2014 The Directors Anchor Group Limited 25 Culross Road Bryanston Sandton, 2191 Dear Sirs AUDITORS REPORT ON THE FINANCIAL INFORMATION OF ANCHOR GROUP LIMITED (“ANCHOR”) IN TERMS OF REGULATION 79 OF THE COMPANIES ACT We have agreed to provide a report on Anchor‟s financial information included in Annexure 1 of the prospectus to be issued on or about 27 August 2014 (“the Prospectus”) for purposes of complying with Regulation 79 of the Companies Act 71 of 2008 (“the Act”). In terms of Regulation 79 of the Act, a company issuing a prospectus is required to provide financial information comprising of the following:

the profits and losses for the three financial years preceding the date of the Prospectus;

the rates of the dividends, if any, paid by the company in respect of each class of securities of the company in respect of each of the three financial years immediately preceding the issue of the Prospectus; and

the assets and liabilities as at the last date to which the annual financial statements were made out (collectively “the regulation 79 financial information”). Grant Thornton Johannesburg is the appointed auditor of Anchor. We have audited the annual financial statements of Anchor for the year ended 31 December 2013 and reviewed the financial statements for the year ended 31 December 2012. We have expressed unqualified audit and review opinions in respect of Anchor‟s annual financial statements for the aforementioned periods. Our audit and review were conducted in accordance with International Standards on Auditing and Review engagements and the financial statements prepared in accordance with International Financial Reporting Standards. We have not performed any audit or review procedures subsequent to our audit and review opinions in respect of the financial years ended 31 December 2013 and 2012. Based on the above and subject to our reporting accountants‟ reports, which have been included in Annexure 4 of the Prospectus, we are satisfied that the Anchor financial statements for the 2013 financial year are correct and have been prepared on a basis consistent with the Act. Extraction of financial information The regulation 79 financial information detailed in Annexure 1 is an extraction from Anchor‟s annual financial statements for each of the three years ended 31 December 2013, 2012 and 2011. As a result of the Regulation 79 financial information being an extraction from annual financial statements we can report the following:

the trade debtors and creditors as at 31 December 2013 include no material amount that is not a trade account;

the provision for doubtful debts at 31 December 2013 appear to be adequate; and

all inter company profits have been eliminated. Material changes in the assets and liabilities In accordance with Regulation 79 (4)(b)(v), Grant Thornton Johannesburg is required to include a statement in its report, as to whether there have been any material changes in the assets and liabilities of Anchor since the date of the latest available financial statements.

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Our engagement was undertaken in accordance with the International Standards on Related Services applicable to agreed-upon procedures engagements. The procedures were performed solely to assist you in complying with regulation 79 (4)(b)(v) of the Companies Act. The following procedures were performed:

Review the latest available management accounts of Anchor.

Review minutes of the board of directors of Anchor since the financial year end.

Obtain a letter of representation from Anchor management confirming that there have been no significant changes to the financial position of the company since the financial year end.

Based on the aforementioned procedures, nothing has come to our attention that would indicate that there has been a material change in the assets and liabilities of Anchor since its last financial year end. Because the above procedures do not constitute either an audit or a review made in accordance with International Standards on Auditing or International Standards on Review Engagements, we do not express any assurance on the procedures. Had we performed additional procedures or had we performed an audit or review of the financial statements in accordance with International Standards on Auditing or International Standards on Review Engagements, other matters might have come to our attention that would have been reported to you. Our report is solely for the purpose of complying with Regulation 79 (4)(b)(v) and for your information. This report relates only to the items specified above, and does not extend to any financial statements of Anchor. We hereby consent to the inclusion of this letter in its entirety in the Prospectus to be issued on or about 27 August 2014. Yours faithfully Grant Thornton Johannesburg Chartered Accountant (SA) Registered Auditors Per Ryan Stoler Chartered Accountant (SA) Registered Auditors Grant Thornton Office Park 137 Daisy Street Sandown, 2196”

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ANNEXURE 3

CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF THE ANCHOR GROUP FOR THE TWO YEARS ENDED 31 DECEMBER 2013 AND 31 DECEMBER 2012

This annexure contains a report on the historical financial information of the Anchor Group. The information is taken from the audited consolidated financial statements of Anchor which were prepared in the manner required by the Act, where applicable, in accordance with IFRS and were audited and reported on without qualification by Grant Thornton for the financial year ended 31 December 2013 and were reviewed and reported on without qualification for the financial year ended 31 December 2012. The information has been extracted from the annual financial statements of Anchor Group. The information presented in this Annexure 3 is the responsibility of the directors of Anchor. Grant Thornton has been appointed as the independent reporting accountants in accordance with the JSE Listings Requirements and its special purpose audit report on the audited financial information is contained in Annexure 4 to this Prospectus. There are no facts or circumstances that are material to an appreciation of the state of affairs, financial position, changes in equity, results of operations and cash flows of the Group that have not been dealt with in the financial information. The executive committee comprising of the Chief Executive Officer, Peter Armitage and Financial Director Todd Kaplan, have made all management decisions since the incorporation of Anchor and its subsidiaries with effect from 18 March 2009. There has been no material change in the nature of the business of the Group since 31 December 2013 up to the last practicable date, other than the change in direct controlling shareholder to Anchor in anticipation of the Listing as detailed in the Prospectus. No adjustments were required to be made to the financial information of Anchor used in preparing the report of historical financial information in relation to retrospective application of changes in accounting policies or retrospective correction of fundamental errors. 1. Review of activities

Main business and operations Anchor was incorporated as a private company on 18 March 2009 as Andotorque Investments Proprietary Limited and changed its name to Anchor Group Limited by way of special resolution on 23 June 2014. The special resolution was registered by CIPC on 25 August 2014. The year end of the Company is 31 December each year. Anchor is an investment holding company. The state of affairs of the company are fully set out in the attached special purpose financial statements and do not in our opinion require any further comment.

2. Authorised and issued share capital The authorised share capital is 1 000 000 000 ordinary shares of no par value and issued shares of 62 600 000. In accordance with an existing commitment to an employee, 20 new shares were issued on 1 March 2014 at an issue price of 69 565.22 cents per share. In anticipation of Listing, 626 issued shares of R1.00 par value were sub-divided into 62 600 000 shares of no par value by way of a special resolution passed on 23 July 2014. No additional shares have been, or have been committed to be, issued after the last practicable date, other than the Shares to be issued as part of the Private Placing. There are no convertible securities in issue at the Last Practicable Date.

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There were no share or option schemes in existence in the Group as at the last practicable date other than the share incentive scheme and options to subscribe for shares granted to directors of Anchor as detailed in the Prospectus. Extracts of the salient features of the share incentive scheme are set out in Annexure 18.

3. Dividends [Regulation 79(1)(b)]

No dividends have been declared from date of incorporation until the last practicable date. 4. Holding company

The Company is controlled by the directors of Anchor.

5. Interest in Subsidiaries The company holds 100% in Anchor Capital and 65% in Ripple Effect 4.

6. Going concern review

The financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. The directors have considered the operational budget and cash flow forecasts for the ensuing year which are based on the current expected economic and market conditions. The directors believe that Anchor and its Subsidiaries have adequate financial resources to continue as a going concern during the ensuing year. Accordingly, the directors have adopted the going concern basis in the preparation of the financial statements.

7. Events after the reporting period

The directors are not aware of any matter or circumstance arising since the end of the financial year that has a material impact on the financial statements.

8. Borrowing limitations

In terms of the MOI of the company, the directors may exercise all the powers of the company to borrow money, as they consider appropriate. Furthermore the directors shall procure that the aggregate principal amount at any one time outstanding in respect of moneys borrowed or raised by the Company and all the Subsidiaries shall not exceed, to the extent applicable, the aggregate amount authorised.

9. Directors The directors of the Company as at the date of approval of the financial statements set out below were Peter Armitage and Todd Kaplan.

10. Interest in Subsidiaries acquired post year end

The Company has not acquired an interest in any new Subsidiaries after year end. 11. Special and other resolutions

Shareholders passed special resolutions on 23 June 2014 for the change of the name of the Company to Anchor, the conversion of the share capital to shares of no par value, the sub-division of the share capital ahead of the listing, the increase in authorised share capital and the conversion of the Company to a public company. In addition, a special resolution was passed on 23 June 2014 for the adoption of a new MOI in order to ensure compliance of the MOI with the JSE Listings Requirements. Other than the above, there have been no other changes to the share capital from the date of incorporation of the Company.

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At a general meeting of the shareholders held on 21 July 2014 the following ordinary and special resolutions were passed:

It was resolved that financial assistance in terms of section 45 of the Companies Act be approved for all group companies. The directors are satisfied that all criteria as per section 44 and section 45 of the Companies Act were met;

non-executive directors‟ remuneration for the period commencing 1 September 2014 was approved;

a general authority to issue shares for cash was approved in accordance with the JSE Listings Requirements in anticipation of the intended listing on the JSE; and

a general authority to repurchase shares was also approved in accordance with the JSE Listings Requirements.

12. Auditors

Grant Thornton has been appointed as the auditor and will continue in office in accordance with section 90 of the Act.

13. Liquidity and solvency

The directors have performed the required liquidity and solvency tests as and when required by the Companies Act.

Statements of Financial Position

Group

Figures in Rands Note(s) 2013 2012

Assets Non-current Assets Plant and equipment 3 508 882

186 477

Goodwill 4 3 118 776

3 118 776 Intangible assets 5 447 617

-

Deferred tax 6 808 172

-

4 883 447

3 305 253

Current Assets

Financial Assets 7 3 339 859 953 682 Trade and other receivables 8 6 329 130

1 690 025

Cash and cash equivalents 9 6 999 865

3 336 361

16 668 854

5 980 068

Total Assets

21 552 301

9 285 321

Equity and Liabilities

Equity

Equity Attributable to Equity Holders of Parent

Share capital 10 500 500 Retained income

5 945 685 (31 858)

5 946 185 (31 358)

Non-controlling interest

2 088 939 85 033

Total Equity

8 035 124 53 675

Liabilities

Current Liabilities

Other financial liabilities 11 6 493 057 7 920 167 Trade and other payables 12 5 657 059 1 278 646 Current tax payable

1 367 061 32 833

13 517 177 9 231 646

Total Equity and Liabilities

21 552 301 9 285 321

Net asset value per share (cents) 1 189 237 (6 272) Net tangible asset value per share (cents) 565 481 (630 027) Number of shares in issue 500 500

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Statements of Comprehensive Income

Group Figures in Rand Note(s) 2013 2012

Revenue 13 31 574 478

6 189 850

Operating expenses

(24 453 181)

(6 203 678)

Operating profit (loss) 14 7 121 297

(13 828)

Investment revenue 15 68 146

131 858 Finance costs 16 (173 772)

(32 022)

Profit (loss) before taxation

7 015 671

86 008

Taxation 17 (2 234 222)

(32 833)

Total comprehensive income

4 781 449

53 175

Total comprehensive income attributable to:

Owners of the parent

3 754 453

(31 858)

Non-controlling interest

1 026 996

85 033

4 781 449

53 175

Profit (loss) attributable to :

Owners of the parent

3 754 453

(31 858)

Non-controlling interest

1 026 996

85 033

4 781 449

53 175

Earnings (loss) per share (cents) 750 891 (6 372) Headline earnings/ (loss) per share (cents) 750 891 (6 372) Dividends per share - - Weighted average shares in issue 500 500

Statement of Changes in Equity

Figures in Rand Share

capital Retained

income

Total attributable

to equity holders of the group

Non controlling

interest Total equity

Group Balance at 1 January 2012 500 - 500 - 500 Total comprehensive income for the year - (31 858) (31 858) 85 033 53 175

Total changes - (31 858) (31 858) 85 033 53 175 Balance at 1 January 2013 500 (31 858) (31 358) 85 033 53 675

Changes in equity

(2 223 090) 2 223 090 976 910 3 200 000 Share buy back - - Sale of shares in subsidiary to non-controlling shareholders 2 223 090 2 223 090 976 910 3 200 000 Total comprehensive income for the year - 3 754 453 3 754 453 1 026 996 4 781 449 Total changes

5 977 543 5 977 543 2 003 906 7 981 449

Balance at 31 December 2013 500 5 945 685 5 946 185 2 088 939 8 035 124

Note(s) 10

43

Statements of Cash Flows

Group

Figures in Rand Note(s) 2013 2012

Cash flows from /(utilised in) operating activities

Cash generated from/ (utilised in) operations 18 10 158 585

(1 597 234)

Interest income

23 444

74 956 Dividends received

44 702

56 902

Finance costs

(173 772)

(32 022) Tax paid

(1 708 166)

-

Net cash from (utilised in) operating activities

8 344 793

(1 497 398)

Cash flows from investing activities

Purchase of financial assets (2 386 177) (953 682) Purchase of plant and equipment

(420 385)

(173 226)

Expenditure on product development

(447 617)

-

-

-

-

- Acquisition of business 21 -

(1 960 000)

Net cash utilised in investing activities

(3 254 179)

(1 126 908)

Cash flows from financing activities

Initial share capital issued 10 -

500 Share buy back 10 -

-

Movement in other financial liabilities

(1 427 110)

Net cash from financing activities

(1 427 110)

5 960 667

Total cash and cash equivalents movement for the year

3 663 504

3 336 361

Cash and cash equivalents at the beginning of the year

3 336 361

-

Total cash and cash equivalents at end of the year 9 6 999 865

3 336 361

44

Accounting Policies 1. Presentation of Annual Financial Statements The annual financial statements have been prepared in accordance with International Financial Reporting Standards, and the Companies Act of South Africa. The annual financial statements have been prepared on the historical cost basis, except for the measurement of certain financial instruments at fair value, and incorporate the principal accounting policies set out below. They are presented in South African Rands. The company and group adopted IFRS in the current financial year. First time adoption of International Financial Reporting Standards The group adopted International Financial Reporting Standards for the first time in the current financial year. Previously the group reported under International Financial Reporting Standards for Small and Medium Enterprises („IFRS for SME‟s). The transition from IFRS for SME‟s to IFRS has had no impact on the group‟s financial position, financial performance or cash flows at the beginning of the reporting period. 1.1 Significant judgements and sources of estimation uncertainty In preparing the annual financial statements, management is required to make estimates and assumptions that affect the amounts represented in the annual financial statements and related disclosures. Use of available information and the application of judgement is inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the annual financial statements. Significant judgements include: Trade receivables The group assesses its trade receivables for impairment at the end of each reporting period. In determining whether an impairment loss should be recorded in profit or loss, the group makes judgements as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from a financial asset. Impairment testing The recoverable amounts of cash-generating units and individual assets have been determined based on the higher of value-in-use calculations and fair values less costs to sell. These calculations require the use of estimates and assumptions. The group reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. In addition, goodwill is tested on an annual basis for impairment. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected future cash flows for each group of assets. Expected future cash flows used to determine the value in use of goodwill and tangible assets are inherently uncertain and could materially change over time. Taxation Judgement is required in determining the provision for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. The group recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred income tax assets requires the group to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the group to realise the net deferred tax assets recorded at the end of the reporting period could be impacted.

45

1.2 Consolidation The group annual financial statements include those of the group and its subsidiaries. The results of the subsidiaries are included from the effective date of acquisition. Subsidiaries are de-consolidated on the date that the group ceases control. An investor controls an investee when it is exposed, or has rights to variable returns from its involvement with the investee and has the ability to affect these returns through its power over the investee. Business combinations The group accounts for business combinations using the acquisition method of accounting. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortised as part of the effective interest and costs to issue equity which are included in equity. Contingent consideration is included in the cost of the combination at fair value as at the date of acquisition. Subsequent changes to the assets, liability or equity which arise as a result of the contingent consideration are not affected against goodwill, unless they are valid measurement period adjustments. The acquiree's identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 Business combinations are recognised at their fair values at acquisition date, except for non-current assets (or disposal group) that are classified as held-for-sale in accordance with IFRS 5 Non-current assets held-for-sale and discontinued operations, which are recognised at fair value less costs to sell. Contingent liabilities are only included in the identifiable assets and liabilities of the acquiree where there is a present obligation at acquisition date. On acquisition, the group assesses the classification of the acquiree's assets and liabilities and reclassifies them where the classification is inappropriate for group purposes. This excludes lease agreements and insurance contracts, whose classification remains as per their inception date. Non-controlling interest arising from a business combination is measured either at their share of the fair value of the assets and liabilities of the acquiree or at fair value. The treatment is not an accounting policy choice but is selected for each individual business combination, and disclosed in the note for business combinations. In cases where the group held a shareholding in the acquiree prior to obtaining control, that interest is measured to fair value as at acquisition date. The measurement to fair value is included in profit or loss for the year. Where the existing shareholding was classified as an available-for-sale financial asset, the cumulative fair value adjustments recognised previously to other comprehensive income and accumulated in equity are recognised in profit or loss as a reclassification adjustment. Goodwill is determined as the consideration paid, plus the fair value of any shareholding held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree. Goodwill is not amortised but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed. 1.3 Plant and equipment Plant and equipment is initially measured at cost. Costs include costs incurred initially to acquire or construct an item of plant and equipment and costs incurred subsequently to add to, replace part of, or service it. If a replacement cost is recognised in the carrying amount of an item of plant and equipment, the carrying amount of the replaced part is derecognised. Plant and equipment is carried at cost less accumulated depreciation and any impairment losses. Plant and equipment are depreciated on the straight line basis over their expected useful lives to their estimated residual value.

46

The useful lives of items of plant and equipment have been assessed as follows: Item Average useful life Computer equipment 3 years Furniture and fittings 5 years Office equipment 5 years The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting period. If the expectations differ from previous estimates, the change is accounted for as a change in accounting estimate. The depreciation charge for each period is recognised in profit or loss unless it is included in the carrying amount of another asset. The gain or loss arising from the derecognition of an item of plant and equipment is included in profit or loss when the item is derecognised. The gain or loss arising from the derecognition of an item of plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item. 1.4 Goodwill Goodwill is initially measured at cost, being the excess of the cost of the business combination over company's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Subsequently goodwill, acquired in a business combination is carried at cost less any accumulated impairment. Goodwill is assessed at each financial reporting date for impairment. 1.5 Intangible assets Intangible assets are initially recognised at cost. Expenditure on research (or on the research phase of an internal project) is recognised as an expense when it is incurred. An intangible asset arising from development (or from the development phase of an internal project) is recognised when:

it is technically feasible to complete the asset so that it will be available for use or sale.

there is an intention to complete and use or sell it.

there is an ability to use or sell it.

it will generate probable future economic benefits.

there are available technical, financial and other resources to complete the development and to use or sell the asset.

the expenditure attributable to the asset during its development can be measured reliably. Intangible assets are carried at cost less any accumulated amortisation and any impairment losses. The amortisation period and the amortisation method for intangible assets are reviewed every period-end. Reassessing the useful life of an intangible asset with a finite useful life after it was classified as indefinite is an indicator that the asset may be impaired. As a result the asset is tested for impairment and the remaining carrying amount is amortised over its useful life. Amortisation is provided to write down the intangible assets, on a straight line basis, to their residual values as follows: Item Useful life Computer software 5 years 1.6 Investments in subsidiaries Company annual financial statements In the company‟s separate annual financial statements, investments in subsidiaries are carried at cost less any accumulated impairment.

47

The cost of an investment in a subsidiary is the aggregate of:

the fair value, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the company; plus

any costs directly attributable to the purchase of the subsidiary. An adjustment to the cost of a business combination contingent on future events is included in the cost of the combination if the adjustment is probable and can be measured reliably. 1.7 Financial instruments Classification The group classifies financial assets and financial liabilities into the following categories:

Financial assets at fair value through profit or loss - held for trading

Loans and receivables

Financial liabilities measured at amortised cost Classification depends on the purpose for which the financial instruments were obtained / incurred and takes place at initial recognition. Classification is re-assessed on an annual basis, except for derivatives and financial assets designated as at fair value through profit or loss, which shall not be classified out of the fair value through profit or loss category. A financial asset classified as available-for-sale that would have met the definition of loans and receivables may be reclassified to loans and receivables if the entity has the intention and ability to hold the asset for the foreseeable future or until maturity. Initial recognition and measurement Financial instruments are recognised initially when the group becomes a party to the contractual provisions of the instruments. The group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are measured initially at fair value, except for equity investments for which a fair value is not determinable, which are measured at cost and are classified as available-for-sale financial assets. For financial instruments which are not at fair value through profit or loss, transaction costs are included in the initial measurement of the instrument. Transaction costs on financial instruments at fair value through profit or loss are recognised in profit or loss. Regular way purchases of financial assets are accounted for at trade date. Subsequent measurement Financial instruments at fair value through profit or loss are subsequently measured at fair value, with gains and losses arising from changes in fair value being included in profit or loss for the period. Net gains or losses on the financial instruments at fair value through profit or loss include dividends and interest. Loans and receivables are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses. Financial liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest method. Derecognition Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership. Financial liabilities are derecognised when the obligation is discharged or cancelled or expired.

48

Loans to (from) group companies These include loans to and from holding companies, fellow subsidiaries, subsidiaries, and are recognised initially at fair value plus direct transaction costs. Loans to group companies are classified as loans and receivables. Loans from group companies are classified as financial liabilities measured at amortised cost. Loans to shareholders, directors, managers and employees These financial assets are classified as loans and receivables. Trade and other receivables Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 90 days overdue) are considered indicators that the trade receivable is impaired. The allowance recognised is measured as the difference between the asset‟s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in profit or loss within operating expenses. When a trade receivable is uncollectable, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against operating expenses in profit or loss. Trade and other receivables are classified as loans and receivables. Trade and other payables Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. Trade payables are classified as financial liabilities measured at amortised cost. Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These are initially and subsequently recorded at fair value. 1.8 Tax Current tax assets and liabilities Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset. Current tax liabilities (assets) for the current and prior periods are measured at the amount expected to be paid to (recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and liabilities A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from:

the initial recognition of goodwill; or

the initial recognition of an asset or liability in a transaction which: - is not a business combination; and - at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

A deferred tax liability is recognised for all taxable temporary differences associated with investments in subsidiaries, branches and associates, and interests in joint ventures, except to the extent that both of the following conditions are satisfied:

the parent, investor or venturer is able to control the timing of the reversal of the temporary difference; and

it is probable that the temporary difference will not reverse in the foreseeable future.

49

A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised, unless the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that:

is not a business combination; and

at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

A deferred tax asset is recognised for all deductible temporary differences arising from investments in subsidiaries, branches and associates, and interests in joint ventures, to the extent that it is probable that:

the temporary difference will reverse in the foreseeable future; and

taxable profit will be available against which the temporary difference can be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Tax expenses Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from:

a transaction or event which is recognised, in the same or a different period, to other comprehensive income, or

a business combination. Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the same or a different period, to other comprehensive income. Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly in equity. 1.9 Leases A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership. Operating leases – lessee Operating lease payments are recognised as an expense on a straight-line basis over the lease term. The difference between the amounts recognised as an expense and the contractual payments are recognised as an operating lease liability. This liability is not discounted. Any contingent rents are expensed in the period they are incurred. 1.10 Impairment of assets The group assesses at each end of the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, the group estimates the recoverable amount of the asset. Irrespective of whether there is any indication of impairment, the group also:

tests intangible assets with an indefinite useful life or intangible assets not yet available for use for impairment annually by comparing its carrying amount with its recoverable amount. This impairment test is performed during the annual period and at the same time every period.

tests goodwill acquired in a business combination for impairment annually. If there is any indication that an asset may be impaired, the recoverable amount is estimated for the individual asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs is determined. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination.

50

An impairment loss is recognised for cash-generating units if the recoverable amount of the unit is less than the carrying amount of the units. The impairment loss is allocated to reduce the carrying amount of the assets of the unit in the following order:

first, to reduce the carrying amount of any goodwill allocated to the cash-generating unit and

then, to the other assets of the unit, pro rata on the basis of the carrying amount of each asset in the unit. An entity assesses at each reporting date whether there is any indication that an impairment loss recognised in prior periods for assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated. The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior periods. 1.11 Share capital and equity Ordinary shares are classified as equity. 1.12 Employee benefits Short-term employee benefits The cost of short-term employee benefits, (those payable within 12 months after the service is rendered, such as paid vacation leave and sick leave, bonuses, and non-monetary benefits such as medical care), are recognised in the period in which the service is rendered and are not discounted. The expected cost of compensated absences is recognised as an expense as the employees render services that increase their entitlement or, in the case of non-accumulating absences, when the absence occurs. The expected cost of profit sharing and bonus payments is recognised as an expense when there is a legal or constructive obligation to make such payments as a result of past performance. 1.13 Provisions and contingencies The amount of a provision is the present value of the expenditure expected to be required to settle the obligation. Provisions are not recognised for future operating losses. 1.14 Revenue Revenue from the sale of goods is recognised when all the following conditions have been satisfied:

the group has transferred to the buyer the significant risks and rewards of ownership of the goods;

the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

the amount of revenue can be measured reliably;

it is probable that the economic benefits associated with the transaction will flow to the group; and

the costs incurred or to be incurred in respect of the transaction can be measured reliably. When the outcome of a transaction involving the rendering of services can be estimated reliably, revenue associated with the transaction is recognised by reference to the stage of completion of the transaction at the end of the reporting period. The outcome of a transaction can be estimated reliably when all the following conditions are satisfied:

the amount of revenue can be measured reliably;

it is probable that the economic benefits associated with the transaction will flow to the group;

the stage of completion of the transaction at the end of the reporting period can be measured reliably.

the costs incurred for the transaction and the costs to complete the transaction can be measured reliably. When the outcome of the transaction involving the rendering of services cannot be estimated reliably, revenue shall be recognised only to the extent of the expenses recognised that are recoverable. Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of business, net of trade discounts and volume rebates, and value added tax. Service fees included in the price of the product are recognised as revenue over the period during which the service is performed.

51

1.15 Other income Interest is recognised, in profit or loss, using the effective interest rate method. Dividends are recognised, in profit or loss, when the company‟s right to receive payment has been established. Gains and losses arising from changes in fair value of available for sale assets are recognised in other comprehensive income and accumulated in equity until the asset is disposed of or determined to be impaired. Interest on available-for-sale financial assets calculated using the effective interest method is recognised in profit or loss as part of other income. Dividends received on available-for-sale equity instruments are recognised in profit or loss as part of other income when the group's right to receive payment is established. 1.16 Borrowing costs Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset capitalised as part of the cost of that asset until such time as the asset is ready for its intended use. The amount of borrowing costs eligible for capitalisation is determined as follows:

Actual borrowing costs on funds specifically borrowed for the purpose of obtaining a qualifying asset less any temporary investment of those borrowings.

Weighted average of the borrowing costs applicable to the entity on funds generally borrowed for the purpose of obtaining a qualifying asset. The borrowing costs capitalised do not exceed the total borrowing costs incurred.

The capitalisation of borrowing costs commences when;

Expenditures for the asset have occurred;

Borrowing costs have been incurred; and

Activities that are necessary to prepare the asset for its intended use or sale in progress. Capitalisation is suspended during extended periods in which active development is interrupted. Capitalisation ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete. Borrowing costs are recognised as an expense in the period in which they are incurred. 2. New Standards and Interpretations 2.1 Standards and interpretations not yet effective The group has chosen not to early adopt the following standards and interpretations, which have been published and are mandatory for the group‟s accounting periods beginning on or after 1 January 2014 or later periods. The directors have not yet determined the impact that these new Standards and Interpretation may have on the future financial statements. IFRS 3 Business Combinations Annual Improvements 2010-2012 Cycle: amendments to the measurement requirements for all contingent consideration assets and liabilities including those accounted for under IFRS 9. Annual Improvements 2011-2013 Cycle: amendments to the scope paragraph for the formation of a joint arrangement. The effective date of the amendment is for years beginning on or after 1 July 2014. IFRS 8 Operating Segments Annual Improvements 201 – 2012 Cycle: Amendments to some disclosure requirements regarding the judgements made by management in applying the aggregation criteria, as well as those to certain reconciliations. The effective date of the amendment is for years beginning on or after 1 July 2014.

52

The group does not envisage the adoption of the standard until such time as it becomes applicable to the group‟s operations. It is unlikely that the amendment will have a material impact on the group‟s consolidated annual financial statements. IFRS 9 Financial Statements New standard arising from a three-part project to replace IAS 39 Financial Instruments: Recognition and measurement. The effective date of the amendment is for years beginning on or after 1 January 2018. IFRS 10 Consolidated Financial Statements IFRS 10 exception of the principle that all subsidiaries must be consolidated. Entities meeting the definition of 'Investment Entities' must account for investments in subsidiaries at fair value under IFRS 9, Financial Instruments, or IAS 39, Financial Instruments: Recognition and Measurement. The effective date of the amendment is for years beginning on or after 1 January 2014. IFRS 12 Disclosure of interests in Other Entities The Standard sets out disclosure requirements for investments in Subsidiaries, associates, joint ventures and unconsolidated structured entities. The disclosures are aimed to provide information about the significance and exposure to risks of such interests. The most significant impact is the disclosure requirement for unconsolidated structured entities or off balance sheet vehicles. The effective date of the standard is for years beginning on or after 1 January 2014. The group does not envisage the adoption of the standard until such time as it becomes applicable to the group‟s operations. IFRS 13 Fair Value Measurement Annual Improvements 2010–2012 Cycle: Amendments to clarify the measurement requirements for those short-term receivables and payables. Annual Improvements 2011–2013 Cycle: Amendments to clarify that the portfolio exception applies to all contracts within the scope of, and accounted for in accordance with, IAS 39 or IFRS 9. The effective date of the amendment is for years beginning on or after 1 July 2014. IFRS 15 Revenue from Contracts from Customers The new Standard requires companies to recognise revenue to depict the transfer of goods or services to customers, that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new Standard will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. The effective date of the Standard is for years beginning on or after 1 January 2017. The group does not envisage the adoption of the standard until such time as it becomes applicable to the group‟s operations. IAS 24 Related Party Disclosures Clarification of the definition of a related party. The effective date of the amendment is for years beginning on or after 1 July 2014.

53

IAS 36 Impairment of Assets The amendment to IAS36 clarifies the required disclosures of information about the recoverable amount of impaired assets if that amount is based on fair value less cost of disposal. The effective date of the amendment is for years beginning on or after 1 January 2014. It is unlikely that the amendment will have a material impact on the group‟s consolidated annual financial statements. 3. Plant and equipment

Group 2013 2012 Cost Accumulated

depreciation Carrying

value Cost Accumulated

depreciation Carrying

value

Computer equipment 244 379 (72 005) 172 374 77 006 (17 440) 59 566 Furniture and fixtures 339 120 (36 073) 303 047 94 722 (7 128) 87 594 Office equipment 302 352 (268 891) 33 461 44 195 (4 878) 39 317

Total 885 851 (376 969) 508 882 215 923 (29 446) 186 477

Reconciliation of plant and equipment - Group - 2013

Opening balance

Additions Depreciation Total

Computer equipment 59 566 191 392 (78 584) 172 374 Furniture and fixtures 87 594 228 993 (13 540) 303 047 Office equipment 39 317 - (5 856) 33 461

186 477 420 385 (97 980) 508 882

Reconciliation of plant and equipment – 2012

Opening balance

Additions Depreciation Total

Computer equipment 15 741 61 801 (17 976) 59 566 Furniture and fixtures - 94 722 (7 127) 87 595 Office equipment 27 783 16 703 (5 170) 39 316

43 524 173 226 (30 273) 186 477

A register containing the information required by Regulation 25(3) of the Companies Regulations, 2011 is available for inspection at the registered office of the company.

4. Goodwill

Group 2013 2012 Cost Accumulated

impairment Carrying

value Cost Accumulated

impairment Carrying

value

Goodwill 3 118 776 - 3 118 776 3 118 776 - 3 118 776

Allocation of goodwill 3 118 776

Anchor Capital Proprietary Limited 855 630 Ripple Effect 4 Proprietary Limited 2 263 146

The recoverable amount of Anchor Capital Proprietary Limited was based on its value in use. The carrying amount of the unit was determined to be lower than the recoverable amount and no impairment loss was recognised. The recoverable amount of Ripple Effect 4 Proprietary Limited was based on its value in use. The carrying amount of the unit was determined to be lower than the recoverable amount and no impairment loss was recognised. The value in use of all the units was determined by discounting the future cash flows generated from the continuing use of the unit and was based on cash flows that were projected on actual operating results and a 5 year forecast. Cash flows beyond this were extrapolated using a constant growth rate of 8%, which does not exceed the long term average growth rate of the industry. The cash flows are discounted using a rate between 15% and 20%.

54

Management determines the expected performance of assets based on past performance and its expectations of market development. Future cash flows are estimated for a cash generating unit in its current condition based on the latest approved budget by management. Reconciliation of goodwill - Group – 2012

Opening balance

Additions through business

combinations

Total

Goodwill - 3 118 776 3 118 776 5. Intangible assets

Group 2013 2012 Cost /

Valuation Accumulated amortisation

Carrying value

Cost / Valuation

Accumulated amortisation

Carrying value

Computer software 447 617 - 447 617 - - -

Computer software is currently in the development stage and is not available for use. The useful life of computer software is estimated at 5 years. As at year-end no impairment indicators existed.

6. Deferred taxation Group 2013 2012 R R

Deferred tax asset 808 172 0 Reconciliation of deferred tax asset Opening balance 0 Income received in advance 389 516 0 Provisions and accruals 112 000 0 Estimated assessed tax loss 306 656 0 Closing balance 808 172 0

57. Financial assets

At fair value through profit and loss Long equity positions held in shares at market value 2 333 539 953 682 Amortised cost Cumulative interest bearing note held at Rand Merchant Bank Limited 1 006 320 0 3 339 859 953 682 Fair value information Financial assets at fair value through profit or loss are recognised at fair value, which is therefore equal to their carrying amounts. The financial assets are classified as level 1 investments.

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

8. Trade and other receivables

Trade receivables 5 953 760 1 612 248 Deposits 77 777 77 777 Other receivables 122 975 0 Staff loans 174 618 0 6 329 130 1 690 025

9 Cash and cash equivalents Cash and cash equivalents consist of: Cash on hand 100 100 Bank balances 5 279 696 2 198 167 Cash balances in hedge funds 1 720 069 1 138 094

6 999 865 3 336 361

55

10 Share capital

Authorised 1 000 Ordinary shares of R1 each 1 000 1 000

Issued 500 Ordinary shares of R1 each 500 500

The unissued ordinary shares are under the control of the directors in terms of a resolution of members passed at the last annual general meeting. This authority remains in force until the next annual general meeting.

11. Other financial liabilities Loans from shareholders 5 604 390 7 031 500 Loans from directors 888 667 888 667

6 493 057 7 920 167

The loans from directors are unsecured, interest free and have no fixed terms of repayment. The loans from shareholders are unsecured, bear no interest during the first 24 months from the advance date, thereafter the loans bears interest at prime up until repayment date. Shareholders loans must be repaid within 36 months from the advance date and repaid simultaneously and in proportion to the respective shareholding on the repayment date.

12 Trade and other payables Trade payables 233 109 440 567 Amounts received in advance 1 391 130 - VAT 913 687 221 410 Other payables 225 508 627 Accrued expenses 2 893 627 616 042

5 657 059 1 278 646 13 Revenue

Fees earned from asset management services 30 302 959 5 385 365 Sale of courses and course materials 1 271 519 804 485

31 574 478 6 189 850

14. Operating profit (loss)

Operating profit (loss) for the year is stated after accounting for the following: Operating lease charges Premises

Lease rentals 1 370 102 371 678

Depreciation on plant and equipment 97 980 302 736 Employee costs 16 900 774 3 583 195 Research and development 285 265 1 025 369

15. Investment revenue

Dividend revenue Dividends received 44 702 56 902

Interest revenue Interest received 23 444 74 956

68 146 131 858

56

Group 2013 2012 R R

16 Finance costs Bank 882 22 Interest on shareholders loans 172 890 32 000

173 772 32 022 17 Taxation

Major components of the tax expense Current Local income tax - current period 3 042 394 32 833

Deferred Other deferred tax (808 172) -

2 234 222 32 833

Reconciliation of the tax expense Reconciliation between accounting profit and tax expense. Accounting profit/( loss)

7 015 671 86 008 Tax at the applicable rate of 28% 1 964 388 24 082 Tax effect of adjustments on taxable income 0 (209) Non taxable / non deductible expenses 591 390 0 Capital gains tax (321 556) 8 960 Assessed loss raised / utilised losses carried forward 2 234 222 32 833

18 Cash generated from (used in) operations

Profit before taxation 7 015 671 86 008 Adjustments for: Profit on scale of investment in subsidiary 3 168 000 Depreciation and amortisation 97 979 29 446 Dividends received (44 702) (56 902) Interest received (23 444) (74 956) Finance costs 173 772 32 022 Changes in working capital: Trade and other receivables (4 639 105) (1 690 926) Trade and other payables 4 410 414 78 074

10 158 585 (1 597 234)

57

19 Related parties Relationships Subsidiaries Anchor Capital Proprietary Limited Ripple Effect 4 Proprietary Limited Shareholders PG Armitage Director Related party balances Loan accounts - Owing (to) by related parties Anchor Capital Proprietary Limited - - Ripple Effect 4 Proprietary Limited - - Shareholders 5 604 390 7 031 500 Directors 888 667 888 667

6 493 057 7 920 167 Related party transactions

Interest on shareholders loans 172 890 32 000

20. Directors' emoluments

2013 Salary Bonus Total PG Armitage 1 042 000 1 491 235 2 533 235 T Kaplan 500 500 325 000 825 500 2012 Salary Bonus Total PG Armitage 200 000 40 000 240 000 T Kaplan 225 000 44 500 269 500

21. Business Combinations Group 2012

Net liabilities acquired 1 158 770 Consideration paid for the acquisition 1 960 000 Goodwill that arose on acquisition 3 118 776

22 Financial assets by category

The accounting policies for financial instruments have been applied to the line items below. The carrying amounts of the financial assets in each category are as follows:

Group 2013 2012 R R

Loans and receivables Financial assets at amortised cost 1 006 320 Cash and cash equivalents 6 999 865 3 336 361 Trade and other receivables 6 329 128 1 690 026

14 335 313 5 026 389 Fair value through profit or loss Financial assets 2 333 539 953 682

58

23. Financial liabilities by category

The accounting policies for financial instruments have been applied to the line items below. The carrying amounts of the financial liabilities in each category are as follows: Financial liabilities at amortised cost Other financial liabilities 6 493 057 7 920 167 Trade and other payables 4 158 851 1 041 093

10 651 908 8 961 260

24 Risk management

Capital risk management The group's objectives when managing capital are to safeguard the group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the group consists of debt, which includes the other financial liabilities disclosed in note 11 cash and cash equivalents disclosed in note 9, and equity as disclosed in the statement of financial position. In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. There have been no changes to what the entity manages as capital, the strategy for capital maintenance or externally imposed capital requirements from the previous year. Financial risk management The group‟s activities expose it to a variety of financial risks: credit risk and liquidity risk. Liquidity risk The group‟s risk to liquidity is a result of the funds available to cover future commitments. The group manages liquidity risk through an ongoing review of future commitments and credit facilities. Cash flow forecasts are prepared and adequate utilised borrowing facilities are monitored. Group At 31 December 2013 Less than 1 year Other financial liabilities 6 493 057 Trade and other payables 4 158 851 At 31 December 2012 Less than 1 year Other financial liabilities 7 920 167 Trade and other payables 1 041 093 Credit risk Credit risk is managed on a group basis. Credit risk consists mainly of cash deposits, cash equivalents, derivative financial instruments and trade debtors. The company only deposits cash with major banks with high quality credit standing. Trade receivables comprise a widespread customer base. Management evaluated credit risk relating to customers on an ongoing basis.

25. Comparative figures The comparative amounts are in respect of the period 1 March 2012 to 31 December 2012.

59

ANNEXURE 4

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF THE ANCHOR GROUP

“The Directors Anchor Group Limited 25 Culross Road Bryanston Sandton 2191 20 August 2014 INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF ANCHOR GROUP LIMITED (“ANCHOR”) FOR THE YEARS ENDED 31 DECEMBER 2013 AND 31 DECEMBER 2012. At your request and for the purposes of the prospectus to be dated on or about 27 August 2014 (“the Prospectus”), we present our report on the historical financial information of Anchor for the years ended 31 December 2013 and 31 December 2012 in compliance with the JSE Listings Requirements. Directors Responsibility for the Financial Statements The directors are responsible for the preparation, contents and presentation of the Prospectus and the fair presentation of the historical financial information in accordance International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Reporting Accountants’ Responsibility Our responsibility is to express an opinion on the historical financial information of Anchor for the period ended 31 December 2013, included in the Prospectus, based on our audit of the financial information for the year ended 31 December 2013 and a review conclusion on the historical financial information for the year ended 31 December 2012. Scope of the audit We conducted our audit of the historical financial information for the year ended 31 December 2013 in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial information. The procedures selected depend on the auditors‟ judgment, including the assessment of the risks of material misstatement of the financial information, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity‟s preparation and fair presentation of the financial information in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity‟s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial information. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

60

Audit opinion In our opinion, the historical financial information of Anchor for the year ended 31 December 2013 presents fairly, in all material respects, for the purposes of the Prospectus, the financial position of Anchor at that date and the results of its operations and cash flows for the period then ended in accordance with International Financial Reporting Standards and in the manner required by the Companies Act of South Africa and the JSE Listings Requirements. Scope of the review We conducted our review of the historical financial information for the year ended 31 December 2012 in accordance with the International Standards on Review Engagements 2400, “Engagements to review financial statements". This standard requires that we plan and perform the review to obtain moderate assurance as to whether the historical financial information is free of material misstatement. A review is limited primarily to enquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. Review conclusion Based on our review nothing has come to our attention that causes us to believe that the historical financial information of Anchor for the year ended 31 December 2012 is not fairly prepared, in all material respects, for the purposes of the Prospectus, in accordance with International Financial Reporting Standards and in the manner required by the Companies Act of South Africa and the JSE Listings Requirements. Consent We consent to the inclusion of this report and the reference to our opinion in the prospectus in the form and context in which it appears. Yours faithfully Grant Thornton Johannesburg Chartered Accountant (SA) Registered Auditors Per SJ Kock Director Grant Thornton Office Park 137 Daisy Street Sandown, 2196”

61

ANNEXURE 5

PRO FORMA FINANCIAL INFORMATION OF THE ANCHOR GROUP

The pro forma financial information is the responsibility of the directors and has been prepared for illustrative purposes only and because of its nature may not fairly present the Group‟s financial position, changes in equity, results of operations or cash flows. The pro forma financial effects are based on the assumption that the Private Placement, Preferential Offer and the Listing occurred on 31 December 2013 for statement of financial position purposes, and 1 January 2013 for statement of comprehensive income purposes. The pro forma financial effects have been prepared in accordance with IFRS, the accounting policies to be adopted by the Group and the SAICA guide on pro forma financial information. The independent reporting accountants‟ report on the pro forma financial information is set out in Annexure 6 to this circular. Statement of Financial Position

Column i Column ii Column

iii Column

iv

Column

v

Column

vi Column

vii

Statement of financial

position at 31 December

2013

Alterations to share

capital

Before Preferential Placement

Private Placing and

Listing

Preferential Placement

Private Placing Listing

After Preferential Placement,

Private Placing and

Listing

R'000 R'000 R'000 R'000 R'000 R'000

1a 1b 1c 2a 3a 4 Notes

ASSETS

Non-current assets 4 884

4 884 - - - 4 884

Property, plant and equipment 509

509 - - - 509

Goodwill 3 119

3 119 - - - 3 119 Intangible assets 448

448

448

Deferred tax 808

808

808 Current assets 16 669

16 669 38 507 15 000 (2 000) 68 176

Financial assets 3 340

3 340

3 340 Trade and other

receivables 6 329

6 329 - - - 6 329 Cash and cash

equivalents 7 000

7 000 38 507 15 000 (2 000) 58 507 2b; 3a; 4

Total assets 21 553

21 553 38 507 15 000 (2 000) 73 060

EQUITY AND LIABILITIES

Capital and reserves 8 036 - 8 036 45 000 15 000 (2 000) 66 036

Issued capital 1 8 764 8 765 45 000 15 000 (2 000) 66 765 2a; 3a; 4

Retained income 5 946 (6 675) (729) - - - (729) Minority interest 2 089 (2 089) - - - - - Non-current liabilities

Current liabilities 13 517

13 517 (6 493) - - 7 024 Other financial liabilities 6 493

6 493 (6 493) - - -

Trade and other payables 5 657

5 657 - - - 5 657

Current tax payable 1 367

1 367 - - - 1 367 Total equity and

liabilities 21 553

21 553 38 507 15 000 (2 000) 73 060

Shares in issue at year end ('000) 1 62 599 62 600 22 500 7 500 - 92 600

1b;2a; 3a

Net asset value per share (cents) 1 189 237.0 (1 189 224) 12.84 49.5 11.15 (2.16) 71.3

Tangible net asset value per share (cents) 565 481.8 (565 474) 7.85 50.8 11.45 (2.16) 67.9

62

Notes to the Statement of financial position: 1a) The pro forma information as reflected in Column i has been extracted from the Anchor Group's audited

annual financial statements for the financial year ended 31 December 2013, as published in Annexure 3.

1b) The information is based on alterations to the stated capital of Anchor Group subsequent to 31 December 2013, as detailed in Annexure 9, in respect of an issue of 20 shares in terms of an existing commitment to an employee of the Group, an issue to existing shareholders of 28 shares, an acquisition of the minority shareholder‟s interest in Anchor Capital through the issue of 101 shares, a share buy-back of 23 shares and a subsequent share split of 10 shares for every 1 share held.

1c) Column iii represents the financial position of Anchor Group prior to the Preferential Placement, Private Placement and Listing.

2a) The information in Column iv is based on the Preferential Offer of 22.5 million Anchor Group shares at an issue price of 200 cents per share.

2b) The proceeds of the Preferential Offer have been assumed to be utilised to repay shareholder loans of R5.4 million with the balance reflected in cash and cash equivalents.

3a) The information in Column v is based on the Private Placement of 7.5 million Anchor Group shares at an issue price of 200 cents per share.

3b) The proceeds of the Private Placing have been reflected in cash and cash equivalents. 4) Transaction costs of R2 million, as per paragraph 1.13 of the Prospectus, have been incurred on the

Listing. The transaction costs have been capitalised to stated capital as these primarily relate to issuing new shares, in accordance with IAS32.

5) A share option scheme has been granted to employees. The fair value of the options has been accounted for as equity settled options in terms of IFRS2. For the purposes of the statement of financial position, no effect has been accounted for as the option scheme has been assumed to have been implemented on the last day of the financial period and any IFRS2 charge will only be recognised over the vesting period.

63

Statement of Comprehensive Income

Column

i Column

ii Column

ii Column

iii Column

iv Column

v

Statement of Financial

position at 31 December

2013

Alterations to share

capital

Before Preferential Placement,

Private Placing and

Listing

Preferential

Placing Private

Placement Listing

After Preferential

Placing, Private

Placement and

Listing

R'000 R'000 R'000 R'000 R'000 R'000 R'000

1a 1b 1c 2 3 4; 5 Notes

Revenue 31 574 - 31 574 - - - 31 574

Operating expenses (24 453) (1 391) (25 844) - - (1 465) (27 310) 5a

Operating profit 7 121 (1 391) 5 730 - - (1 465) 4 264

Investment revenue 68 - 68 - - - 68 Finance cost (174) - (174) 173 - - (1) 2

Profit before taxation 7 015 (1 391) 5 624 173 - (1 465) 4 331

Taxation (2 234) - (2 234) (48) - - (2 283)

Total comprehensive income 4 781 (1 391) 3 390 124 - (1 465) 2 048

Attributable to: 4 781 (1 391) 3 390 124 - (1 465) 2 048

Owners of the parent 3 754 (364) 3 390 124 - (1 465) 2 048

Non-controlling interest 1 027 (1 027) - - - - -

Weighted average number of shares in issue ('000) 1 750 62 599 62 600 22 500 7 500 - 92 600 2;3;6 Basic earnings per share (cents) 890.60 (750 885.18) 5.42 (1.29) (0.33) (1.58) 2.21

Headline earnings per share (cents) 750 890.60 (750 885.18) 5.42 (1.29) (0.33) (1.58) 2.21

Basic diluted earnings per share (cents) 750 890.60 (750 885.18) 5.42 (1.29) (0.33) (1.61) 2.18 5b

Diluted headline earnings per share (cents) 750 890.60 (750 885.18) 5.42 (1.29) (0.33) (1.61) 2.18 5b

64

Notes to the Statement of comprehensive income: 1a) The pro forma information as reflected in Column i has been extracted from the Anchor Group's audited

annual financial statements for the financial year ended 31 December 2013, as published in Annexure 3.

1b) The information is based on alterations to stated capital of Anchor Group subsequent to 31 December 2013, as detailed in Annexure 9, in respect of an issue of 20 shares in terms of an existing commitment to an employee of the Group, an issue to existing shareholders of 28 shares, an acquisition of the minority shareholder‟s interest in Anchor Capital through the issue of 101 shares, a share buy-back of 23 shares and a subsequent share split of 10 shares for every 1 share held. An IFRS2 charge of R1.391 million has been recognised in respect of the shares issued to the employee of the Group, in terms of an existing commitment. The equity instruments granted vest immediately.

1c) Column iii represents the trading position of Anchor Group prior to the Preferential Placement, Private Placement and Listing.

2) The information in Column ii is based on the Preferential Offer of 22.5 million Anchor Group shares at an issue price of 200 cents per share. Interest received has not been recognised on the capital raised in the pro forma statement of comprehensive income. Interest paid on shareholder loans, which were assumed to be settled with the proceeds of the Preferential Offer, has been reversed.

3) The information in Column iii is based on the Private Placement of 7.5 million Anchor Group shares at an issue price of 200 cents per share. Interest received has not been recognised on the capital raised in the pro forma statement of comprehensive income.

4) Transaction costs of R2 million, as per paragraph 1.13 of the Prospectus, have been incurred on the Listing. The transaction costs have been capitalised to stated capital as these primarily relate to issuing new shares, in accordance with IAS32.

5a) A share based payment expense has been recognised as a result of the share option scheme granted to employees. The fair value of the options has been accounted for as equity settled options in terms of IFRS2. The fair value of these options has been determined using an option pricing model. The remaining expense to be recognised in respect of these options is an amount of R2.9m over a two year vesting period.

5b) The dilutive effect of the share scheme has been taken into account in calculating the diluted earnings per share and diluted headline earnings per share. The weighted average number of dilutive shares used to calculate the diluted earnings per share is 93.912 million shares.

6) Other than the share based payment expense, which will be recognised over the vesting period of the share scheme, there are no other adjustments which are expected to have a continuing effect.

ANNEXURE 6

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

“20 August 2014 The Directors Anchor Group Limited 25 Culross Road Bryanston Sandton 2191 Dear Sirs INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF THE PRO FORMA FINANCIAL INFORMATION OF ANCHOR GROUP LIMITED (“ANCHOR”) Introduction We have completed our assurance engagement to report on the compilation of the pro forma financial information of Anchor by the directors. The pro forma financial information, as set out in Annexure 5 of the prospectus to be issued by Anchor on or about 27 August 2014 (“the Prospectus”), consists of the pro forma statement of financial position, the pro forma statement of comprehensive income and related notes. The pro forma financial information has been compiled on the basis of the applicable criteria specified in the JSE Listings Requirements. The pro forma financial information has been compiled by the directors to illustrate the impact of the Preferential Offer, Private Placement and Listing on the company‟s financial position as at 31 December 2013, and the company‟s financial performance for the period then ended, as if the transactions had taken place at 31 December 2013 for purposes of the pro forma statement of financial position and at 1 January 2013 for purposes of the pro forma statement of comprehensive income. As part of this process, information about the company‟s financial position has been extracted by the directors from the company‟s audited financial information for the year ended 31 December 2013. Directors’ Responsibility for the Pro Forma Financial Information The directors are responsible for compiling the pro forma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in Annexure 5 of the Prospectus. Reporting Accountant’s Responsibility Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects, by the directors on the basis specified in the JSE Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Circular which is applicable to an engagement of this nature. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

66

As the purpose of pro forma financial information included in a prospectus is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction would have been as presented. A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the pro forma financial information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether:

the related pro forma adjustments give appropriate effect to those criteria; and

the pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

Our procedures selected depend on our judgment, having regard to our understanding of the nature of the company, the corporate action or event in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. Our engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in Annexure 5 of the Prospectus. Consent This report on the pro forma financial information is included solely for the information of the Anchor shareholders. We consent to the inclusion of our report on the pro forma financial information, and the references thereto, in the form and context in which they appear in the prospectus. Yours faithfully Grant Thornton Johannesburg Chartered Accountant (SA) Registered Auditors Per Ryan Stoler Chartered Accountant (SA) Registered Auditors Director Grant Thornton Office Park 137 Daisy Street Sandown, 2196”

67

ANNEXURE 7

PROFIT FORECASTS OF THE ANCHOR GROUP FOR THE FINANCIAL YEARS ENDING 31 DECEMBER 2014 AND 31 DECEMBER 2015

The profit forecasts of Anchor Group for the years ending 31 December 2014 and 31 December 2015 respectively, the preparation of which is the responsibility of the directors of Anchor, are set out below. The accounting policies applied in arriving at the forecast incomes are consistent in all respects with IFRS and with those accounting policies to be applied by the Anchor Group. The following forecasts are based on assumptions outlined below and have been prepared in accordance with the JSE Listings Requirements. The profit forecasts have been prepared for illustrative purposes only, to provide information on what the directors believe will be the results of Anchor Group for the years ending 31 December 2014 and 31 December 2015. The nature of the profit forecasts may not fairly present Anchor‟s financial position, changes in equity, and results of operations or cash flow information after the Private Placing. The forecast financial information has been prepared in accordance with paragraph 8.35 to 8.43 of the JSE Listings Requirements

The reporting accountants‟ reports on the profit forecasts have been included in Annexure 8.

2014 2015 R'000 R'000

Revenue 58 414 75 982 Operating expenses (39 359) (48 470)

Operating profit 19 055 27 512 Investment revenue 1 650 8 156 Finance costs - -

Profit before taxation 20 705 35 668 Taxation (6 201) (9 694)

Total comprehensive income 14 504 25 974 Total comprehensive income 14 504 25 974 Total comprehensive income attributable to: 14 504 25 974

Owners of the parent 14 504 25 607 Non-controlling interest - 367

Profit attributable to: 14 504 25 974

Owners of the parent 14 504 25 607 Non-controlling interest - 367

Earnings per share Basic earnings per share 21.72 27.65 Headline earnings per share 21.72 27.65 Diluted earnings per share 21.48 27.21 Diluted headline earnings per share 21.48 27.21 Estimated weighted average shares in issue 66 767 92 600 Fully diluted shares 67 530 94 096

68

Assumptions and comments on the forecast financial information The forecast of the Group is presented on a consolidated basis. The forecast is prepared on the assumption that there will be no significant circumstances which affect the Group‟s operations which are outside of the control of the directors apart from market determined indicators such as foreign exchange, interest and inflation rates. Key assumptions applied in preparing the forecast are listed below: 1. The current market conditions in the industry in which the business operates are not expected to

change substantially. 2. The estimate and forecast numbers have been prepared in terms of IFRS. 3. The forecast financial information in the 2014 financial year includes actual results for the 6 month

period ended 30 June 2014, being the period for which the latest financial information is available. 4. Growth in assets under management has been assumed as follows:

- existing assets under management are forecast to grow at 1% per month throughout the forecast periods; and

- new funds under management of R100m are forecast to be obtained per month throughout the forecast period.

5. Fees have been assumed to increase in line with the growth in assets under management, but the yield on assets in the forecast period is assumed to decrease gradually, as the performance fee component of yield cannot be forecast with any certainty.

6. An inflationary increase of 6% has been assumed for all inflationary linked general and administration costs. In addition to these increases, additional fees payable as a result of the Group being a listed company have been forecast.

7. Expenditure relating to sales and marketing has been forecast to increase based on existing rates paid to service providers in line with increases in fees.

8. Staff costs have been forecast to increase by 6% per annum for existing staff as well as reasonable costs for anticipated new staff hires, with bonuses being forecast in accordance with the Group‟s remuneration policy. In addition to these increases, additional staff costs as a result of the Listing in respect of new directors have been included in the forecast.

9. Transaction costs of R2 million, as per paragraph 1.13 of the Prospectus, have been incurred on the listing. The transaction costs have been capitalised to stated capital as these primarily relate to issuing new shares, in accordance with IAS32, and accordingly are not reflected in the forecast statements of comprehensive income.

10. The forecast has been prepared on the basis of a Preferential Offer of 22.5 million Anchor Group shares at an issue price of 200 cents per share and a Private Placement of 7.5 million Anchor Group shares at an issue price of 200 cents per share

11. The proceeds of the Preferential Offer and the Private Placement, net of the repayment of shareholder loans of R5.3m and transaction costs of R2 million, have been placed in the Anchor BCI Flexible Fund, a low to medium risk fund which has delivered a return of 12.2% for the 12 months ended 30 June 2014. The return assumed in the forecast periods is 10% per annum on these funds. The return on these additional funds has been recognised in investment revenue.

12. Taxation has been calculated at 28% of net profit before tax. 13. A share based payment expense has been recognised as a result of the share option scheme granted

to employees. The fair value of the options has been accounted for as equity settled options in terms of IFRS2. The fair value of these options has been determined using an option pricing model. The expense to be recognised in the 2014 year is an amount of R366 000 and in the 2015 year is an amount of R1.465 million.

14. The dilutive effect of the share scheme has been taken into account in calculating the diluted earnings per share and diluted headline earnings per share.

69

15. At the beginning of the period the number of shares in issue was an amount of 500. On 1 January 2014, there was a simultaneous issue of 129 shares to shareholders and a repurchase of 23 shares. On 1 March 2014, 20 shares were issued to staff members in terms of an existing commitment. An IFRS2 charge of R1.391 million has been recognised in respect of the share issue. A sub-division of the shares was effected at 23 June 2014 at a ratio of 10 000:1 and conversion to shares of no par value. The weighted number of shares in the 2014 year has been calculated by weighting the 200 000 shares (post sub-division) issued to staff members on 1 March 2014 as well as the 30 million shares to be issued through the Preferential Offer and Private Placing over the remaining three months of the year. The fully diluted shares have been calculated in accordance with IAS33. The amount of the dilution has been calculated as the difference between the weighted average number of shares under option less the weighted average number of shares that would have been issued at an average market price.

70

ANNEXURE 8

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE PROFIT FORECASTS OF ANCHOR

“20 August 2014 The Directors Anchor Group Limited 25 Culross Road Bryanston Sandton, 2191 Dear Sirs INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE UNAUDITED FORECAST STATEMENTS OF COMPREHENSIVE INCOME OF ANCHOR GROUP LIMITED (“ANCHOR”) We have examined the unaudited forecast statement of comprehensive income as set out in Annexure 7 of the prospectus of Anchor to be issued on or about 27 August 2014 (“the Prospectus”). Directors’ responsibility The directors are responsible for the forecast information, including the assumptions and notes on which it is based, and for the financial information from which it has been prepared. This responsibility, arising from compliance with the JSE Listings Requirements, includes:

determining whether the assumptions, barring unforeseen circumstances, provide a reasonable basis for the preparation of the forecast information;

whether the forecast information has been properly compiled on the basis stated; and

whether the forecast information is presented on a basis consistent with the accounting policies of Anchor.

Reporting accountant’s responsibility Our responsibility is to provide a limited assurance report on the forecast information prepared for the purpose of complying with the JSE Listings Requirements for inclusion in the Prospectus. We conducted our limited assurance engagement in accordance with the International Standard on Assurance Engagements applicable to The Examination of Prospective Financial Information. This standard requires us to obtain sufficient appropriate evidence as to whether or not:

management‟s best-estimate assumptions on which the forecast information is based are not unreasonable and are consistent with the purpose of the information;

the forecast information is prepared on the basis of the assumptions;

the forecast information is appropriately presented and all material assumptions are adequately disclosed; and

the forecast information, is prepared and presented on a basis consistent with the accounting policies of Anchor for the period concerned.

In a limited assurance engagement, the evidence-gathering procedures are more limited than for a reasonable assurance engagement and, therefore, less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion.

71

Information and sources of information In arriving at our conclusion, we have relied upon forecast financial information prepared by management of Anchor and other information from various public, financial and industry sources. The principal sources of information used in arriving at our conclusion are as follows:

management-prepared forecasts for the financial years ending 31 December 2014 and 2015;

discussions with the management of Anchor regarding the forecasts presented; and

discussions with management of Anchor regarding the prevailing market and economic conditions. Conclusion Based on our examination of the evidence obtained, nothing has come to our attention that causes us to believe that: (i) the assumptions, barring unforeseen circumstances, do not provide a reasonable basis for the

preparation of the forecast information; (ii) the forecast information has not been properly compiled on the basis stated; (iii) the forecast information has not been properly presented and all material assumptions are not

adequately disclosed; and (iv) the forecast information is not presented on a basis consistent with the accounting policies of the

Anchor. Actual results are likely to be different from the forecast, since anticipated events frequently do not occur as expected and the variation may be material; accordingly no assurance is expressed regarding the achievability of the forecast. Consent We consent to the inclusion of this report, which will form part of the Prospectus, to be issued on or about 27 August 2014, in the form and context in which it appears. Yours faithfully Grant Thornton Johannesburg Chartered Accountants (SA) Registered Auditors Per Ryan Stoler Chartered Accountant (SA) Registered Auditors 137 Daisy Street Sandown 2196”

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ANNEXURE 9

ALTERATIONS TO SHARE CAPITAL AND PREMIUM ON SHARES

Details of shares issued from date of incorporation are set out below:

Details Number of Shares

Par value (cents)

Date Issue Price

(cents)

Subscribers to the memorandum 500 1.00 18 March 2009 100

Acquisition of the minority shareholders interest in Anchor Capital through the issue of 101 shares and simultaneous issue of 28 shares to existing shareholders and repurchase of 23 shares

106 1.00 1 January 2014 69 565.22

Issue to staff members in terms of an existing commitment

20 1.00 1 March 2014 69 565.22

Shares in issue prior to sub-division of Shares

626

Sub-division of shares ahead of listing at a ratio of 10 000:1 and conversion to share of no par value

62 600 000 No par value 23 June 2014 Not applicable

In issue before the Private Placing 62 600 000 Private Placing of 30 000 000 Shares

30 000 000 No par value 10 September 2014 200

In issue after the Private Placement (maximum level)

92 600 000

Other than the Private Placing as contained in this Prospectus, there have been no other offers, issues or share repurchases. In addition, on 21 July 2014, shareholders have approved a general authority to issue shares for cash, limited to a maximum of 50% of the issued share capital of the company on the day of listing of the Company, in anticipation of listing on the JSE, which provides for the issue of Shares at a maximum discount of 10% to the 30 day volume-weighted average share price traded on the JSE. The shareholders also approved a general authority to repurchase shares in anticipation of the listing on the JSE. Both of these resolutions have been passed in accordance with, the JSE Listings Requirements. The appropriate resolutions, authorisations and approvals have been made by the Board in relation to the securities to be issued. The issue price for the Private Placing was determined based on the directors‟ valuation of the Anchor Group ahead of the listing.

73

The share capital of the Company has been sub-divided on a ratio of 10 000 shares for 1 share ahead of the listing in order to restructure the share capital ahead of the Listing. The sub-division ratio was based on a directors‟ valuation of approximately R120 million in June 2014. The share capital was also converted into shares of no par value and the authorised share capital was increased to 1 000 000 000 authorised Shares in anticipation of the listing on the JSE.

Other than the above, there have been no special resolutions passed by the Company to change its share capital other than for the adoption of a new MOI in order to ensure compliance of the MOI with the JSE Listings Requirements.

74

ANNEXURE 10

MATERIAL BORROWINGS, MATERIAL LOANS RECEIVABLE AND INTER-COMPANY LOANS

As at the Last Practicable Date, Anchor had the following material borrowings and inter-Company loan commitments:

Other than the shareholder loans of R6.5 million that will be paid from the proceeds of the Preferential Offer, the amounts which require payment within the next 12 months will be financed out of the Company‟s existing cash on hand or through cash flow generated by the Company. The above borrowings arose in the ordinary course of business to start and grow the business, funding the working capital requirements. As at the Last Practicable Date, the above borrowings do not carry any rights as to conversion into securities in the Company nor does the Company have any convertible and/or redeemable preference shares or debentures. LOANS RECEIVABLE FROM THIRD PARTIES OR DIRECTORS There were no loans receivable with any third parties as at the Last Practicable Date. There are no loans receivable that are owed by a director, manager or associate of Anchor as at the Last Practicable Date.

Company Lender Amount (R)

Repayment terms Security Interest rate

Secured None Unsecured Anchor Grindrod Bank

and Clark Investments in equal proportions

4 500 000 Repayable on Listing

None None

Anchor Capital

Anchor Group 823 870 No fixed terms, in course of business

None None

Ripple Effect 4

Anchor Group 1 735 000 No fixed terms, in course of business

None None

Ripple Effect 4

Peter Armitage and Todd Kaplan

888 667 No fixed terms None None

75

ANNEXURE 11

OTHER DIRECTORSHIPS HELD BY THE DIRECTORS OF ANCHOR

The directorships held by the directors of Anchor for the past five years are set out below: P Armitage (45) – CA(SA)

Company Status

Adamocorp (Deregistration Process) Active

Anchor Capital Active

Anchor Securities Active

Andotorque Investments Active

Cartesian Capital Active

Rag Productions Active

Ripple Effect 4 Active

Southdowns Homeowners Association Active

Trellicor Holdings Resigned

Trivella and Associates (Conversion CO/CC or CC/CO) Active

Trivella and Associates (Deregistration Final) Resigned

Todd Evan Kaplan (41) - BSc. Hons (Ecology)

Company Status

Anchor Securities Active

Cartesian Capital Resigned

Ngala Capital Active

Ngonyama Capital Active

Ripple Effect 4 Active

Ivan Clark (70) (Non-Executive Director) - CA(SA)

Company Status

Andotorque Investments Active

Auto Carrier Transport (Deregistration Process) Resigned

Auto Carrier Transport Properties (Deregistration Process) Resigned

Basfour 2052 Active

Basfour 3001 Active

Basfour 3014 Active

Basfour 3073 Active

Basfour 3619 (Conversion CO/CC or CC/CO) Active

Bayside (Deregistration Process) Resigned

Beetroute Investments (Conversion CO/CC or CC/CO) Active

Bosch Hoek Golf Active

Bosch Hoek Golf and Country Estate Share Block Active

BSI Steel Active

Chemical Specialities Active

CMC Grindrod (Deregistration Final) Resigned

76

Ellerman and Bucknall (Deregistration Final) Resigned

GFS Holdings Resigned

Grincor Shipping Holdings (Deregistration Process) Resigned

Grindrod and Company Resigned

Grindrod Bank Resigned

Grindrod Financial Holdings Resigned

Grindrod Freight Investments Resigned

Grindrod Freight Operations (Deregistration Final) Resigned

Grindrod Intermodal (Deregistration Final) Resigned

Grindrod Limited Resigned

Grindrod Property Leasing Resigned

Grindrod Terminals (Deregistration Final) Resigned

Grindrod Trading Holdings Resigned

Handful of Keys Resigned

Kusasa Bulk Terminals (Deregistration Final) Resigned

Ligitprops 1056 (Conversion CO/CC or CC/CO) Active

Ligitprops 1056 Active

Picpack Grindrod (Dissolved) Resigned

Quadrant Ships Agencies (Deregistration Final) Resigned

Rohlig-Grindrod Resigned

RPG Leasing (Dissolved) Resigned

Seasure Insurance Brokers (Deregistration Final) Resigned

Sheltam Holdings Resigned

Transport Marine and Cargo Claims Consultancy (Deregistration Final) Resigned

Roxichron Active

Grindrod Perishable Cargo Agents (Deregistration Final) Resigned

Mike Teke (50) (Non-Executive Chairman) – BA(Ed), BA(Hons), MBA

Company Status

35th International Geological Congress Foundation Active

Amistad Offshore Active

Andisource Active

Cartesian Capital Active

Cralynn Trading Active

Cralynn Trading Active

Cratos Capital Active

Dedicoal Active

Dunrose Trading 191 Resigned

Emerald Panther Investments 82 Active

Environmental Dynamics Sa Active

Fairy Wing Trading 105 (Deregistration Final) Active

Friedshelf 1095 Resigned

Friedshelf 1097 Resigned

Hoedspruit Platinum Holdings Resigned

Impala Platinum Resigned

Jaquru Investments Resigned

Keritouch Active

Koornfontein Mines Resigned

77

Lephalale Coal Mines Active

Main Street 431 Resigned

Masimong Group Holdings Active

Masimong Group Services Active

Merlynn Intelligence Technologies Active

Micsan Investments Resigned

Mobu Resources Resigned

Molifor Active

MST Coal Beneficiation Active

Ngonyama Capital Active

Oakleaf Investment Holdings 69 Active

Oakleaf Investment Holdings 84 Active

OCH Investments V Resigned

Optimum Coal Holdings Active

Optimum Coal Investments (Deregistration Final) Active

Optimum Coal Mine Resigned

Optimum Coal Services Resigned

Optimum Coal Terminal Resigned

Optimum Koornfontein Investments Resigned

Optimum Mpefu Mining And Exploration Resigned

Optimum Nekel Mining And Exploration Resigned

Optimum Overvaal Mining And Exploration Resigned

Optimum Platinum Resources (Deregistration Final) Active

Optimum Vlakfontein Mining And Exploration Resigned

Orthostep Investments Active

Pink Potato Trading 91 (Deregistration Final) Active

Resolution Circle Active

Richards Bay Coal Terminal Active

Rolfes Holdings Active

Shumba Investments Resigned

Sonneveld Atlantis City Resigned

Spera Carbo Active

Teba Resigned

Thandululo Coal Mining Active

Twin Cities Trading 39 Resigned

Two Rivers Platinum Resigned

Universal Pulse Trading 75 Resigned

BHP Billiton Energy Coal South Africa Resigned

BHP Billiton Sa Resigned

BHP Billiton Sa Holdings Resigned

Billiton Coal Sa Resigned

Colliery Officials Training Centre (Deregistration Final) Active

Colliery Training College Resigned

Douglas Colliery Resigned

Douglas Colliery Services Resigned

Ingwe Housing Association Resigned

Ingwe Surface Holdings Resigned

Middelburg Mine Services Resigned

Richards Bay Coal Terminal Resigned

Rietspruit Mine Services Resigned

78

Alastair Adams (age 35) – B.Comm (Law), LLB

Company Status

Arengo 176 (AR Final Deregistration) Active

AASS Property Investments (AR Final Deregistration) Active

Acsial Bookkeeping (AR Final Deregistration) Active

Action Equipment Company Active

Astrom Technical Advisors, S.L (Incorporated In Spain) Active

Erifield Active

Guar Gold Active

Guar Gold Active

Ionian Holdings Active

Northcliff Nursery School Association Active

Stonebridge Trading 46 Active

Sublunary Trading (RF) Active

Paul Nkuna (age 62) – National Teacher’s Qualification, Management Advanced Programme (MAP) Certificate, University of the Witwatersrand Business School, Effective Directorship Certificate, Kagiso Leadership School and Gordon Institute of Business

Company Status

National Union of Mineworkers Properties (Rustenburg) Resigned

Air Chefs Resigned

Air Chefs International Active

Fedlink (AR Final Deregistration) Active

South African Airways Resigned

Tollbridge Investments (Deregistration Final) Active

Set Point Group Resigned

A G E Financial Solutions Resigned

African General Equity Group Resigned

Alsafe Safety Products (Deregistration Final) Resigned

APJT Investment Holdings (AR Final Deregistration) Active

Ardor SA Resigned

Black Ginger 225 (Voluntary Liquidation) Resigned

BP Southern Africa Resigned

Corpinvest 14 (Voluntary Liquidation) Resigned

Cresol (Deregistration Final) Resigned

Eldon Stationery Co (Final Liquidation) Active

Eldon Stationery Co (Cape Town) (Deregistration Final) Active

Elijah Barayi Memorial Training Centre Resigned

Firstrand Resigned

Firstrand Bank Resigned

Flame Marketing (Deregistration Final) Resigned

Fleetbridge Investments Resigned

Francolin Investments Resigned

79

Gwen To Oxford 1 Resigned

Gwen To Oxford 2 Resigned

Gwen To Oxford 3 Resigned

Integrity Environmental Holdings Resigned

Integrity Environmental Solutions Resigned

Leaholm Investments (Deregistration Final) Active

Lexshell 177 Property Holdings Resigned

LH Davhuli Technologies Active

Lion Heart Risk Management Resigned

Macleary Investments 456 Resigned

Masana Petroleum Solutions Resigned

Mathomo Group Active

Maxshell 133 Security Holdings Resigned

Metrofile Resigned

Metrofile Holdings Resigned

MIC Empowerment Fund (Voluntary Liquidation) Active

MIC Financial Services Resigned

MIC Food and Leisure Holdings Active

MIC Industrial Investments (Voluntary Liquidation) Active

MIC Investment Holdings Resigned

MIC Management Services Resigned

MIC-Leisure Active

Mineworkers Investment Company Resigned

Money Box Investments 145 Resigned

Ndalama-Swichelwa Investment Holdings Active

Newshelf 793 (Voluntary Liquidation) Active

Newshelf 794 (Voluntary Liquidation) Active

Nimble Group Resigned

Nkomati River Property Investments (AR Final Deregistration) Active

Office Express (Deregistration Final) Active

Old Primedia Resigned

Optimum Coal Holdings Resigned

Pausib Eagles Investments (Deregistration Process) Active

Peermont Global Resigned

Peermont Global Holdings I Active

Peermont Global Holdings II Active

Pineoak Investments (AR Final Deregistration) Active

Primedia Resigned

Primedia Broadcasting Resigned

Primovie Management Resigned

Ridge Empowerment Capital Resigned

Roseorchids 52 Investment Holdings (AR Final Deregistration) Resigned

Royal Food Correctional Services Resigned

Royal Food Service North West Resigned

Royal Food Services Eastern Cape (AR Final Deregistration) Active

Roymic Western Cape (Deregistration Final) Resigned

Select Sports Wholesalers (AR Final Deregistration) Resigned

Ster-Kinekor Resigned

The Presidents Ranch Homeowners Association Active

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Tonclin Investment Holdings (Deregistration Final) Active

Tribune Frederick Street Share Block Resigned

Vildari Investments (Final Liquidation) Active

WIP Media Resigned

Black Venture Investments (AR Final Deregistration) Resigned

Capital Office Products (Deregistration Final) Resigned

CMS Capital Resigned

Collection and Financial Services Resigned

Credit Management Solutions Resigned

Katakani Mavutani Investment Holdings (AR Final Deregistration) Active

Decillion Fund Partners (Deregistration Final) Resigned

Mineworkers Investment Company Capital (Voluntary Liquidation) Active

81

ANNEXURE 12

SUBSIDIARY COMPANIES

Name and registration number

Date of acquisition

Issued share

capital %

held Main

business

Controlling Shares held by

Amounts owed to Anchor

Profit/(loss) for the

year ended 31 December

2013

Anchor Capital 1 January

2012 100 Asset

Management Anchor 823 870 5 705 532

Ripple Effect 4 1 January

2012 65 Investor

education and software development

Anchor 1 735 000 (136 622)

82

ANNEXURE 13

DETAILS OF IMMOVABLE PROPERTY LEASED FROM THIRD PARTIES

Details of immovable property owned or immovable property leased from third parties are set out below: Landlord

Type of

premises

Location

Expiry

date

Lessee

Monthly Rental (Rand)

Area (m

2)

Escalation and

frequency

Arengo 203 (Pty) Ltd

Offices 25 Culross Road

Bryanston

28 February 2017

Anchor Capital (Pty)

Ltd

R73 030

Section 1 ground

floor

9% on annual basis effective

1 March each year

Centurion Vision Development (Pty) Ltd

Office Park Southdowns Office Park

Block C Centurion

31 May 2015 Andotorque (Pty) Ltd

R27 517 217.45 10% per annum

1 June Each year

There is no immovable property owned and leased to third parties.

83

ANNEXURE 14

CURRICULA VITAE OF THE DIRECTORS AND KEY MANAGEMENT OF ANCHOR

DIRECTORS Peter Armitage (45) (Chief Executive Officer) CA(SA) Peter is a CA(SA), having served articles with Deloitte & Touche subsequent to completing a B Com, B Compt (Hons) and the SAICA Board exam in 1993. Peter has 20 years‟ experience in SA financial markets, having worked as an analyst, Head of Research, fund manager (hedge/and long only) and Chief Investment Officer. Peter also ran an internet media business in 2000 and 2001 and has written a book entitled “The Show Must Go On”, the story of the Internet phenomenon, AfriCam.com. Peter has achieved a record number of No. 1 positions (21) in the annual Financial Mail investment analyst survey of institutional investors. In 1999 Peter was rated the Top Analyst in SA by Finance Week. He regularly received accolades in the investment innovation category. He has worked at Merrill Lynch, Deutsche Bank, Nedbank and until December 2011 at Investec Wealth & Investment. He was deputy CEO and Head of Research at Nedcor Securities until 2005. Subsequent to Nedcor Peter joined Investec Wealth & Investment and worked there for six years in the positions of Head of Alternative Investments, Head of Research and Chief Investment Officer. Todd Kaplan (41) (Financial Director) BSc. Hons Todd is the co-founder and current CEO of Ripple Effect 4 (Investor Campus and Wildlife Campus). Todd brings over 15 years of corporate management experience with previous employers including MTN, Educor and AfriCam. Todd has been the Financial Director of the Anchor Group since the incorporation of the various businesses and will continue in the role of Financial Director of Anchor and Chief Operating Officer of Anchor Capital, overseeing Operational Finance and Accounts, Logistics, Human Resources and IT. Ivan Clark (70) (Non-Executive Director) CA(SA) Ivan joined the Grindrod Group in 1977 and rose through the ranks. He served as group Chief Executive Officer from 1999 to 2006, after which he was appointed chairman of Grindrod and Grindrod Bank Limited. He retired as Chairman of Grindrod on 21 March 2014. He is a past winner of the British Airways / Natal Mercury KwaZulu-Natal (“KZN”) Businessman of the Year award. He lists as some of his professional achievements the fact that Grindrod was voted top listed company in South Africa for 2005 and 2006, the Financial Mail‟s top company for 2005, 2006 and 2007, the top KZN company in 2005 and the Marine Money international top listed shipping company in the world for 2005 and 2006. Ivan backed the formation of Anchor Capital and serves as a Non-executive Director of Anchor and is a member of the Audit Committee.

84

Mike Teke (50) (Non-Executive Chairman) BA(Ed), BA(Hons), MBA Mike was Chief Executive Officer of Optimum Coal Holdings Limited. Prior to this he had a career in Human Resources. He has extensive experience in people and business management. He is currently President of the Chamber of Mines and now runs his own investment company. Mike has been appointed as non-executive Chairman of Anchor. Alastair Adams (35) (Independent Non-executive Director) B.Comm (Law), LLB, (Admitted Attorney of the High Court of South Africa) Following his studies and Rand Afrikaans University, Alastair completed his articles at Livingstone Crichton in 2004. He was admitted as an attorney of the High Court (Transvaal Provincial Division) in 2005. Having practiced as an attorney (post articles) for ten years he started his own practice in December 2009 under style Adams Attorney, which practice has approximately 30 corporate clients whose annual turnover ranges from R3 million to R3 billion. Alastair has had extensive experience in high court litigation, commercial and corporate transactions and deceased estates. He also acts as director for a number of private companies and as a trustee for numerous family trusts (both as lead trustee and as independent trustee). Alastair has been appointed as an Independent Non-executive Director of Anchor and will serve as a Chairman of the Audit Committee and a member of Social and Ethics Committee. Paul Nkuna (62) Independent Non-executive Director National Teacher’s Qualification, Botshabelo Training Institution, Management Advanced Programme (MAP) Certificate, University of the Witwatersrand Business School, Effective Directorship Certificate, Kagiso Leadership School and Gordon Institute of Business He joined the mining industry from 1977 to 1996 as a multi-skilled worker at East Rand Gold & Uranium. At the time of leaving ERGO he was shift foreman and at times acting as General Metallurgical Foreman. He joined the National Union of Mineworkers in 1984. Elected NUM Regional Secretary (Wits Region) 1984; Elected COSATU Regional Chairperson (Wits Region) 1985, Elected NUM National Treasurer 1987. He served as the Chairperson of the Executive Committee of the Brakpan Transitional Local Council 1994, He served as a member of the Executive Committee of the Gauteng Association of Local Authorities (GALA) and the South African Local Government Association (Salga) serving as a Chairperson of the Local Government Labour Relations Working Committee in both Associations. He was the Executive Chairman of the Mineworkers Investment Company (Pty) Ltd from 1 April 1997 to 28 February 2000. He became Deputy CEO of the Mineworkers Investment Company (Pty) Ltd since March 2000 to March 2003. Paul was appointed CEO from 1April 2003 to 30 June 2012. His previous board participation in listed businesses includes: Chairman of Peermont, Primedia and Metrofile, Deputy Chairman of Optimum Coal and non-executive Director of Firstrand Group. Paul has been appointed as an Independent Non-executive Director of Anchor and will serve as a member of the Audit Committee and Chairman of the Social and Ethics Committee. KEY MANAGEMENT Matthew Norwood-Young (31) (Head of Distribution) Studying B Com (Law and Management) Matthew joined Anchor Capital in 2012. He has nine years‟ experience in the financial services industry at Investec as a Private Banker and Investment Specialist to Ultra High Net Worth individuals and has worked in the Financial Markets for the past four years. Sean Ashton (33) (Chief Investment Officer) B Com (Hons), CFA Sean has ten years‟ experience in the financial markets, having worked as a sell-side analyst as well as a fund manager at Deutsche Bank, Nedbank and Investec. Sean is responsible for the investment process at Anchor Capital and also manages the Anchor BCI Equity Fund.

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Fransoa Swart (38) (Head of Trading) BA, MBA Candidate Fransoa, as well as having a BA from the University of Pretoria, has Registered Securities Trader qualifications through the Johannesburg Stock Exchange, an ICMQ (International Capital Markets Qualification) through the London Securities Institute, the Registered Persons Exam qualification through the South African Institute of Financial Management (“SAIFM”) and SAFEX Senior Dealer qualification through the SAIFM. He has 16 years of experience in the Financial Services Industry, which includes 14 years Stockbroking and ten years in Derivatives. Fransoa founded Anchor Capital in 2009. Darryl Hannington (31) (Head of Portfolio Management) B Com (Hons) Finance, CFA As well as having a B Com (Hons) (Finance) from the University of the Witwatersrand, Darryl is a CFA charter holder. He has worked in the financial services industry for the past nine years as a Private Bank and Investment Specialist at Investec. Darryl heads up the portfolio management desk and takes responsibility for IFA distribution in Johannesburg. He also covers the South African Construction and Insurance sectors. Lee Cairns (41) (Head of High Net Worth AM) BA (Economics) CFP Lee has a BA (English and Economics) from Natal University and a post graduate Higher Diploma in Education through Natal University. He also has his Chartered Financial Planning degree through the University of the Free State. He worked in the London banking sector for four years and in treasury and investment management at Investec in South Africa for 11 years. Glen Baker (50) (Head of Alternative Investments) B Com (Hons) As well as holding a B Com (Hons) degree, Glen has completed the JSE and SAFEX exams. He has 25 years‟ experience in financial markets. In that time he has headed up equity derivatives divisions at major local and international institutions and was instrumental in starting up one of South Africa‟s biggest local broking houses. He has both equity and fixed income experience and has helped in pioneering derivative products such as Contracts for Difference and cross border equity swaps in South Africa. He was most recently at Rand Merchant Bank before joining Anchor Capital. David Gibb (48) (Offshore Unit Trust) BSc (Med) CA(SA), CFA Having joined the local investment industry in 1994, David has many years of experience in both equity research and fund management, running the Equity Research team at Stanlib. His focus is global investments with a bias towards equities. David runs the Anchor BCI Worldwide Flexible Fund. Anthea Gardner (43) (Head of Cartesian Capital) B Soc Sci, MBA Anthea has passed the Chartered Alternative Investment Analyst (“CAIA”) level one exam and is registered for level 2. In 2009 she completed her Masters in Business Administration with a research dissertation in Option Pricing Theory (A comparison of the Black-Scholes model with a more recent option pricing model by Robert Savickas) as well as receiving distinctions in Finance, Management Accounting and Strategic Management. Between January 2010 and June 2012 she worked for the African Development Bank as a Senior Investment Officer, managing the ZAR (Assets Under Management: 1.5 billion), Swiss Francs (CHF) (300 million) and Japanese Yen (JPY) (10 billion) portfolios as well as the smaller USD (between $20 million and $100 million) portfolios. She was singularly responsible for the issuing of Commercial Paper under the Bank‟s ECP Programme (EUR 2 billion) for the use of arbitrage and cash flow management. Before that she spent eight years as an Emerging Markets Equity Derivatives sales trader with large institutions including Morgan Stanley (London), Rand Merchant Bank (Johannesburg) and HSBC.

86

ANNEXURE 15

EXTRACTS FROM THE ANCHOR MOI

6 ISSUE OF SHARES AND VARIATION OF RIGHTS 6.1 The Company is authorised to issue – 6.1.1 such number of ordinary Shares, of the same class, as set out in Schedule 1 hereto, each of which

ranks pari passu in respect of all rights and entitles the holder to – 6.1.1.1 vote at any annual general meeting or general meeting, or as contemplated in clause 20.2, in person

or by proxy, on any matter to be decided by the Shareholders of the Company and to 1 (one) vote in respect of each ordinary Share in the case of a vote by means of a poll;

6.1.1.2 participate proportionally in any distribution made by the Company; and 6.1.1.3 receive proportionally the net assets of the Company upon its liquidation; 6.1.2 such number of each of such further classes of Shares, if any, as are set out in Schedule 1 hereto

subject to the preferences, rights, limitations and other terms associated with each such class set out therein.

6.2 The Company may from time to time by special resolution as contemplated in clause 6.3 below, effect the following changes –

6.2.1 the creation of any class of shares; 6.2.2 the variation of any preferences, rights, limitations and other terms attaching to any class of shares; 6.2.3 the conversion of one class of share into one or more other classes; 6.2.4 the change of the name of the Company; 6.2.5 increase the number of authorised Shares of any class of the Company‟s Shares; 6.2.6 consolidate and reduce the number of the Company's issued and authorised Shares of any class; 6.2.7 subdivide its Shares of any class by increasing the number of its issued and authorised Shares of

that class without an increase of its capital; and such powers shall only be capable of being exercised by the Shareholders by way of a special resolution of the Shareholders.

6.3 The creation, authorisation and classification of Shares, the subdivision or consolidation of Shares, amendments to the numbers of authorised Shares of each class, the conversion of one class of Shares into one or more other classes of Shares, the conversion of Shares from par value to no par value and variations to the preferences, rights, limitations and other terms associated with any class of Shares as set out in this Memorandum of Incorporation may be changed only by an amendment of this Memorandum of Incorporation by special resolution and in accordance with the JSE Listings Requirements.

6.4 If a fraction of a Share comes into being as a result of any corporate action such fraction will be subject to compliance with the JSE Listings Requirements‟ rounding convention.

6.5 No Shares may be authorised in respect of which the preferences, rights, limitations or any other terms of any class of Shares may be varied in response to any objectively ascertainable external fact or facts as provided for in sections 37(6) and 37(7) of the Act.

6.6 The Board has control over all unissued shares per class and may, subject to clause 6.10, resolve to issue Shares of the Company at any time and, where applicable, list such Shares on the applicable JSE market (“listing”) if:

6.6.1 the issue is within a class, and to the extent that such Shares have been authorised by or in terms of this Memorandum of Incorporation, but not yet issued; and

6.6.2 the issue, and where applicable, listing, is in respect of a corporate action requiring JSE approval of a circular or application letter to ensure compliance with the JSE Listing Requirements, only after obtaining such approval by the JSE that all JSE Listing Requirements have been met; or

6.6.3 the issue, and where applicable, listing, is in respect of a corporate action requiring JSE approval of a circular and application letter to ensure compliance with the JSE Listing Requirements and shareholder approval of one or more resolutions relating thereto in accordance with the JSE Listings Requirements, only after obtaining all such approvals;

87

6.7 All issues of Shares for cash, including grants / issues of options and/or convertible securities, must be effected in accordance with the JSE Listings Requirements.

6.8 All Securities of the Company for which a listing is sought on the JSE must, notwithstanding the provisions of section 40(5), be issued as fully paid up and must be freely transferable.

6.9 Subject to any necessary approvals in terms of the Act and/or the JSE Listings Requirements, including relevant shareholder approval where required, and subject to clause 6.10, the Board may only issue unissued Shares to raise cash or to settle outstanding liabilities or expenses if such Shares are first offered to existing shareholders on a pro rata basis in terms of a rights offer as defined in the JSE Listing Requirements or an issue of shares for cash approved by shareholders in accordance with this MOI and the JSE Listings Requirements. However, the Board may issue Shares, in accordance with the Act and the JSE Listings Requirements, as consideration for the acquisition of assets by the Company without effecting a rights offer or issue of shares for cash.

6.10 Notwithstanding the provisions of clauses 6.6 and 6.9 of this Memorandum, any issue of Shares, Securities convertible into Shares, or rights exercisable for Shares in a transaction, or a series of integrated transactions shall, in accordance with the provisions of section 41(3) of the Act, require the approval of the Shareholders by special resolution if the voting power of the class of Shares that are issued or are issuable as a result of the transaction or series of integrated transactions will be equal to or exceed 30% (thirty percent) of the voting power of all the Shares of that class held by Shareholders immediately before that transaction or series of integrated transactions.

6.11 Except to the extent that any such right is specifically included as one of the rights, preferences or other terms upon which any class of Share is issued or as may otherwise be provided in this Memorandum of Incorporation in accordance with the JSE Listings Requirements, no Shareholder shall have any pre-emptive or other similar preferential right to be offered or to subscribe for any additional Shares issued by the Company.

26 COMPOSITION AND POWERS OF THE BOARD OF DIRECTORS 26.1 Number of Directors 26.1.1 In addition to the minimum number of Directors, if any, that the Company must have to satisfy any

requirement in terms of the Act to appoint an audit committee and a social and ethics committee, the Board must comprise at least 4 (four) Directors and the Shareholders shall be entitled, by ordinary resolution, to determine such maximum number of Directors as they from time to time shall consider appropriate.

26.1.2 All Directors appointed to fill a casual vacancy or if proposed directly to Shareholders shall be elected by an ordinary resolution of the Shareholders at a general or annual general meeting of the Company, provided a sufficient notice period is allowed before the date of such general meeting or annual general meeting is held, and no appointment of a Director in accordance with a resolution passed in terms of section 60 of the Act shall be competent.

26.1.3 Every person holding office as a Director, Prescribed Officer, Company Secretary or auditor of the Company immediately before the effective date of the Act will, as contemplated in item 7(1) of Schedule 5 to the Act, continue to hold that office.

26.2 Appointment and nomination of Directors 26.2.1 In any election of Directors – 26.2.1.1 the election is to be conducted as a series of votes, each of which is on the candidacy of a

single individual to fill a single vacancy, with the series of votes continuing until all vacancies on the Board have been filled; and

26.2.1.2 in each vote to fill a vacancy –

26.2.1.2.1 each vote entitled to be exercised may be exercised once; and

26.2.1.2.2 the vacancy is filled only if a majority of the votes exercised support the candidate. 26.2.2 Subject to the provisions of clauses 26.4.1.1 and 29, the Company shall only have elected

Directors and there shall be no ex offıcio Directors appointed or any person named in this Memorandum of Incorporation able to nominate any person for appointment as a Director. The appointment of all directors shall be subject to shareholder approval at any general or annual general meeting, provided the meeting is not conducted in terms of Section 60 of the Act. The elected directors may appoint alternate directors in accordance with the Act

26.3 Eligibility, resignation and retirement of Directors 26.3.1 Apart from satisfying the qualification and eligibility requirements set out in section 69 of the Act, a

person need not satisfy any eligibility requirements or qualifications to become or remain a Director or a Prescribed Officer of the Company.

88

26.3.2 No Director shall be appointed for life or for an indefinite period and the Directors shall rotate in accordance with the following provisions of this clause 26.3.2:-

26.3.2.1 at each annual general meeting referred to in clause 20.2, 1/3 (one third) of the Non-Executive Directors for the time being, or if their number is not 3 (three) or a multiple of 3 (three), the number nearest to 1/3 (one third), but not less than 1/3 (one third), shall retire from office, provided that if a Director is appointed as an executive Director or as an employee of the Company in any other capacity, he or she shall not, while he or she continues to hold that position or office, be subject to retirement by rotation and he or she shall not, in such case, be taken into account in determining the rotation or retirement of Directors;

26.3.2.2 the Directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who were elected as Directors on the same day, those to retire shall, unless they otherwise agree among themselves, be determined by lot;

26.3.2.3 a retiring Director shall be eligible for re-election; 26.3.3 The Board shall provide the Shareholders with a recommendation in the notice of the meeting at

which the re-election of a retiring Director is proposed, as to which retiring Directors are eligible for re-election, taking into account that Director's past performance and contribution.

26.4 Powers of the Directors 26.4.1 The Board has the power to – 26.4.1.1 appoint or co-opt any person as Director, whether to fill any vacancy on the Board on a

temporary basis, as set out in section 68(3) of the Act, or as an additional Director provided that such appointment must be confirmed by the Shareholders, in accordance with clause 26.1.1 at the next annual general meeting of the Company, as required in terms of section 70(3)(b)(i) of the Act; and

26.4.1.2 exercise all of the powers and perform any of the functions of the Company, as set out in section 66(1) of the Act,

and the powers of the Board in this regard are only limited and restricted as contemplated in this clause 26.

26.4.2 The Directors may at any time and from time to time by power of attorney appoint any person or persons to be the attorney or attorneys and agent(s) of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors in terms of this Memorandum of Incorporation) and for such period and subject to such conditions as the Directors may from time to time think fit. Any such appointment may, if the Directors think fit, be made in favour of any company, the shareholders, directors, nominees or managers of any company or firm, or otherwise in favour of any fluctuating body of persons, whether nominated directly or indirectly by the Directors. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorneys and agents as the Directors think fit. Any such attorneys or agents as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in them.

26.4.3 Save as otherwise expressly provided herein, all cheques, promissory notes, bills of exchange and other negotiable or transferable instruments, and all documents to be executed by the Company, shall be signed, drawn, accepted, endorsed or executed, as the case may be, in such manner as the Directors shall from time to time determine.

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

26.4.5 If the number of Directors falls below the minimum number fixed in accordance with this Memorandum of Incorporation, the remaining Directors must as soon as possible and in any event not later than 3 (three) months from the date that the number falls below such minimum, fill the vacancy/ies in accordance with this clause 26.4.1.1 or convene a general meeting for the purpose of filling the vacancies, and the failure by the Company to have the minimum number of Directors during the said 3 (three) month period does not limit or negate the authority of the Board or invalidate anything done by the Board while their number is below the minimum number fixed in accordance with this Memorandum of Incorporation

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26.4.6 The Directors in office may act notwithstanding any vacancy in their body, but if after the expiry of the 3 (three) month period contemplated in clause 26.4.5 their number remains below the minimum number fixed in accordance with this Memorandum of Incorporation, they may, for as long as their number is reduced below such minimum, act only for the purpose of filling vacancies in their body in terms of section 68(3) of the Act or of summoning general meetings of the Company, but not for any other purpose.

26.5 Directors' interests 26.5.1 A Director may hold any other office or place of profit under the Company (except that of auditor) or

any subsidiary of the Company in conjunction with the office of Director, for such period and on such terms as to remuneration and expenses (in addition to the remuneration or fees to which he may be entitled as a Director) and otherwise as a disinterested quorum of the Directors may determine.

26.5.2 A Director of the Company may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, provided that the appointment and remuneration and expenses in respect of such other office must be determined by a disinterested quorum of Directors.

26.5.3 Each Director and each alternate Director, Prescribed Officer and member of any committee of the Board (whether or not such latter persons are also members of the Board) shall, subject to the exemptions contained in section 75(2) and the qualifications contained in section 75(3), comply with all of the provisions of section 75 of the Act in the event that they (or any person who is a related person to them) has a personal financial interest in any matter to be considered by the Board.

26.5.4 The Directors shall not, for as long as the Securities of the Company is listed on the JSE, have the power to propose any resolution to Shareholders to ratify an act of the Directors that is inconsistent with any limit imposed by the Act or this Memorandum of Incorporation on the authority of the Directors to perform such an act on behalf of the Company in the event that such a resolution would lead to ratification of an act that is contrary to the JSE Listings Requirements, unless the Directors have obtained the prior approval of the JSE to propose such a resolution to Shareholders.

27 DIRECTORS' MEETINGS 27.1 Save as may be provided otherwise herein, the Directors may meet together for the despatch of

business, adjourn and otherwise regulate their meetings as they think fit. 27.2 The Directors may elect a chairperson and a deputy chairperson and determine the period for which

each is to hold office. The chairperson, or in his absence the deputy chairperson, shall be entitled to preside over all meetings of Directors. If no chairperson or deputy chairperson is elected, or if at any meeting neither is present or willing to act as chairperson thereof within 10 (ten) minutes of the time appointed for holding the meeting, the Directors present shall choose 1 (one) of their number to be chairperson of such meeting. Where the required quorum of directors is two, the chairman shall not be permitted to have a casting vote if only two directors are present at a meeting of directors.

27.3 In addition to the provisions of section 73(1) of the Act, any Director shall at any time be entitled to call a meeting of the Directors.

27.4 The Board has the power – 27.4.1 as contemplated in section 74 of the Act, to consider any matter and/or adopt any resolution other

than at a meeting and, accordingly, any decision that could be voted on at a meeting of the Board may instead be adopted by the written consent of a majority of the Directors, given in person or by Electronic Communication, provided that each Director has received notice of the matter to be decided. Furthermore, any such resolution, inserted in the minute book, shall be as valid and effective as if it had been passed at a meeting of directors. Any such resolution may consist of several documents and shall be deemed to have been passed on the date on which it was signed by the last director who signed it (unless a statement to the contrary is made in that resolution)

27.4.2 to conduct a meeting entirely by Electronic Communication, or to provide for participation in a meeting by Electronic Communication, as set out in section 73(3) of the Act, provided that, as required by such section, the Electronic Communication facility employed ordinarily enables all persons participating in the meeting to communicate concurrently with each other without an intermediary and to participate reasonably effectively in the meeting;

27.4.3 to determine the manner and form of providing notice of its meetings contemplated in section 73(4) of the Act, provided that –

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27.4.3.1 the notice period for the convening of any meeting of the Board will be at least 7 (seven) days unless the decision of the Directors is required within a shorter period of notice, in which event the meeting may be called on shorter notice. The decision of the chairperson of the Board, or failing the chairperson for any reason, the decision of the majority of the Directors as to whether a shorter period of notice may be given, shall be final and binding on the directors. To the extent that a Director votes or indicates that he will abstain from voting on any matter in respect of which such shorter notice period has been given, such Director will be regarded, at the same time, as having approved the shorter notice period unless such Director expressly states that he is voting against the shorter notice period;

27.4.3.2 an agenda of the matters to be discussed at the meeting shall be given to each Director, together with the notice referred to in clause 27.4.3.1; and

27.4.4 to proceed with a meeting despite a failure or defect in giving notice of the meeting, as provided in section 73(5) of the Act, and the powers of the Board in respect of the above matters are not limited or restricted by this Memorandum of Incorporation.

27.5 The quorum requirement for a Directors' meeting (including an adjourned meeting) to begin, the voting rights at such a meeting, and the requirements for approval of a resolution at such a meeting are as set out in section 73(5) of the Act and accordingly –

27.5.1 if all of the Directors of the Company – 27.5.1.1 acknowledge actual receipt of the notice convening a meeting; or 27.5.1.2 are present at a meeting; or 27.5.1.3 waive notice of a meeting,

the meeting may proceed even if the Company failed to give the required notice of that meeting or there was a defect in the giving of the notice;

27.5.2 a majority of the Directors must be present at a meeting before a vote may be called at any meeting of the Directors;

27.5.3 each Director has 1 (one) vote on a matter before the Board; 27.5.4 a majority of the votes cast in favour of a resolution is sufficient to approve that resolution; 27.5.5 in the case of a tied vote – 27.5.5.1 the chairperson may not cast a deciding vote in addition to any deliberative vote; and 27.5.5.2 the matter being voted on fails. 27.6 Resolutions adopted by the Board – 27.6.1 must be dated and sequentially numbered; and 27.6.2 are effective as of the date of the resolution, unless any resolution states otherwise. 27.7 Any minutes of a meeting, or a resolution, signed by the chairperson of the meeting, or by the

chairperson of the next meeting of the Board or by the Company secretary, are evidence of the proceedings of that meeting, or the adoption of that resolution, as the case may be.

28 DIRECTORS' COMPENSATION AND FINANCIAL ASSISTANCE 28.1 The Company may pay fees to the Directors for their services as Directors in accordance with a

special resolution approved by the Shareholders within the previous 2 (two) years, as set out in section 66(8) and (9) of the Act, and the power of the Company in this regard is not limited or restricted by this Memorandum of Incorporation.

28.2 Any Director who - 28.2.1 serves on any executive or other committee; or 28.2.2 devotes special attention to the business of the Company; or 28.2.3 goes or resides outside South Africa for the purpose of the Company; or 28.2.4 otherwise performs or binds himself to perform services which, in the opinion of the Directors, are

outside the scope of the ordinary duties of a Director, may be paid such extra remuneration or allowances in addition to or in substitution of the remuneration to which he may be entitled as a Director, as a disinterested quorum of the Directors may from time to time determine.

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

28.3.1 the business of the Company; and 28.3.2 attending meetings of the Directors or of committees of the Directors of the Company. 28.3.3 Performing extra services that may require the said director to reside abroad or to be specifically

occupied about the company‟s business. 28.3.4 Such a director may be entitled to receive such remuneration as is determined by a disinterested

quorum of directors, which may be either in addition to or in substitution for any other remuneration payable.

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28.4 The Board may, as contemplated in and subject to the requirements of section 45 of the Act, authorise the Company to provide financial assistance to a Director, Prescribed Officer or other person referred to in section 45(2), and the power of the Board in this regard is not limited or restricted by this Memorandum of Incorporation.

29 EXECUTIVE DIRECTORS 29.1 The Directors may from time to time appoint 1 (one) or more executive Directors for such term and at

such remuneration as they may think fit, and may revoke such appointment subject to the terms of any agreement entered into in any particular case. A Director so appointed shall not be subject to retirement in the same manner as the other Directors, but his or her appointment shall terminate if he or she ceases for any reason to be a Director.

29.2 Subject to the provisions of any contract between himself or herself and the Company, an executive Director shall be subject to the same provisions as to disqualification and removal as the other Directors of the Company.

29.3 The Directors may from time to time entrust to and confer upon an executive Director for the time being such of the powers exercisable in terms of this Memorandum of Incorporation by the Directors as they may think fit, and may confer such powers for such time and to be exercised for such objects and purposes, and upon such terms and conditions, and with such restrictions, as they think expedient; and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf, and may from time to time revoke, withdraw, alter or vary all or any of such powers.

30 INDEMNIFICATION OF DIRECTORS 30.1 The Company shall – 30.1.1 advance expenses to a Director or directly or indirectly indemnify a Director in respect of the

defense of legal proceedings, as set out in section 78(4) of the Act; 30.1.2 indemnify a Director in respect of liability as set out in section 78(5) of the Act; and/or 30.1.3 purchase insurance to protect the Company or a Director as set out in section 78(7) of the Act,

and the power of the Company in this regard is not limited, restricted or extended by this Memorandum of Incorporation.

30.2 The provisions of clause 30.1 shall apply mutatis mutandis in respect of any Prescribed Officer or member of any committee of the Board, including the audit committee, or any former Director, former Prescribed Officer or former member of any committee of the Board.

31 BORROWING POWERS 31.1 Subject to the provisions of clause 31.2 and the other provisions of this memorandum of incorporation,

the directors may from time to time 31.1.1 borrow for the purposes of the company such sums as they think fit; and 31.1.2 secure the payment or repayment of any such sums, or any other sum, as they think fit, whether by

the creation and issue of securities, mortgage or charge upon all or any of the property or assets of the company.

31.2 The directors shall procure (but as regards subsidiaries of the company only insofar as by the exercise of voting and other rights or powers of control exercisable by the company they can so procure) that the aggregate principal amount at any one time outstanding in respect of moneys so borrowed or raised by –

31.2.1 the company; and 31.2.2 all the subsidiaries for the time being of the company (excluding moneys borrowed or raised by any

of such companies from any other of such companies but including the principal amount secured by any outstanding guarantees or surety ships given by the company or any of its subsidiaries for the time being for the indebtedness of any other company or companies whatsoever and not already included in the aggregate amount of the moneys so borrowed or raised),

shall not exceed, to the extent applicable, the aggregate amount at that time authorised to be borrowed or secured by the company or the subsidiaries for the time being of the company (as the case may be).

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32 COMMITTEES OF THE BOARD 32.1 The Board may – 32.1.1 appoint committees of Directors and delegate to any such committee any of the authority of the

Board as contemplated in section 72(1) of the Act; and/or 32.1.2 include in any such committee persons who are not Directors, as contemplated in section 72(2)(a)

of the Act, and the power of the Board in this regard is not limited or restricted by this Memorandum of Incorporation.

32.2 The authority of a committee appointed by the Board as contemplated in section 72(2)(b) and (c) of the Act is not limited or restricted by this Memorandum of Incorporation.

32.3 The Board shall further appoint such committees as it is obliged to do in terms of the Act and, for as long as the Company's Securities are listed on the JSE, such committees as are required by the JSE Listings Requirements, having such functions and powers as are prescribed by the Act and/or the JSE Listings Requirements, as the case may be.

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ANNEXURE 16

KING CODE ON CORPORATE GOVERNANCE

The directors of Anchor endorse the King Code and recognise their responsibility to conduct the affairs of Anchor with integrity and accountability in accordance with generally accepted corporate practices. This includes timely, relevant and meaningful reporting to its shareholders and other stakeholders, providing a proper and objective perspective of Anchor. It should be noted that Anchor was a private company previously and has therefore not been obliged to comply with the King Code. However, in anticipation of listing, certain aspects of corporate governance have been introduced within the Group and the King Code will be applied throughout Anchor and its Subsidiaries going forward in accordance with the JSE Listings Requirements for companies listed on the AltX. The directors have, accordingly, established procedures and policies appropriate to Anchor business in keeping with its commitment to best practices in corporate governance. These procedures and policies will be reviewed by the directors from time to time. The directors of Anchor will adopt the principals of the code, being fairness, accountability, responsibility and transparency. The formal steps taken by the directors are as follows: 1.1. Directors

The Board The board of directors shall meet regularly and disclose the number of meetings held each year in its annual report, together with the attendance at such meetings. A formal record shall be kept of all conclusions reached by the board on matters referred to it for discussion. Should the board require independent professional advice, procedures have been put in place by the board for such advice to be sought at the Company‟s expense.

All directors have access to the advice and services of Arcay Client Support Proprietary Limited, who fulfils the role of Company Secretary. The board is of the opinion that Arcay Client Support Proprietary Limited has the requisite attributes, experience and qualifications to fulfil its commitments effectively. This assessment is based on the experience and qualifications of the management and employees, as well as the fact that it has extensive experience with other listed companies and has been involved in the restructuring of the share capital of the Company ahead of the listing. The appointment or dismissal of the Company Secretary shall be decided by the board as a whole and not one individual director. Directors are expected to maintain their independence when deciding on matters relating to strategy, performance, resources and standards of conduct. On first appointment, all directors will be expected to undergo appropriate training as to the Company‟s business, strategic plans and objectives, and other relevant laws and regulations. This will be performed on an on-going basis to ensure that directors remain abreast of changes in regulations and the commercial environment.

The board is responsible for relations with stakeholders, as well as being accountable to them for the performance of the Company, and reporting thereon in a timely and transparent manner. In accordance with AltX Listings Requirements, the directors are required to attend a 4 day Directors Induction Programme. Arrangements will be made for all the directors to attend once course dates have been made available for the remainder of the 2014 calendar year.

Chairman and Chief Executive Officer The offices of Chairman and Chief Executive Officer shall be fulfilled by two different persons, in order to ensure a balance of power and authority so that no one person has unfettered decision making powers. The roles of chairperson and chief executive officer are therefore separated, with the chairperson being a non-executive director. Mike Teke is the Non-Executive Chairman of Anchor while Peter Armitage is the Chief Executive Officer.

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Board balance ] The board shall include both executive and non-executive directors in order to maintain a balance of power and ensure independent unbiased decisions and that no one individual has unfettered powers of decision-making. The board of directors of Anchor consists of 6 members, 4 of whom are non-executive, with 3 of these being independent.

Supply of information The board will meet on a regular basis where possible, but at a minimum of every three months. The directors will be briefed properly in respect of special business prior to board meetings and information will be provided timeously to enable them to give full consideration to all the issues being dealt with.

Furthermore, management shall supply the board with the relevant information needed to fulfil its duties. Directors shall make further enquiries where necessary, and thus shall have unrestricted access to all Company information, records, documents and property. Not only will the board look at the quantitative performance of the Company, but also at issues such as customer satisfaction, market share, environmental performance and other relevant issues. The Chairman must ensure that all directors are briefed adequately prior to board meetings.

Delegation of duties Directors have the authority to delegate certain of their duties, either externally or internally, in order that they perform their duties fully. The Chief Executive Officer shall review these delegations and report on this to the board.

Appointments to the Board ] Any member of the board can nominate a new appointment to the board, which will be considered at a board meeting. The nominated director‟s expertise and experience will be considered by the board as a whole in a formal and transparent manner, as well as any needs of the board in considering such appointment. In accordance with the AltX Listings Requirements a nomination committee is not required and the size of the Company does not warrant the establishment of a nomination committee. A general meeting of the directors shall have the power from time to time to appoint anyone as a director, either to fill a vacancy, or as an additional director. The Company‟s MOI does not provide for a maximum number of directors. Any interim appointments will be subject to approval at the Company‟s next general or annual general meeting.

1.2. Directors’ remuneration Remuneration policy

Anchor currently does not have a remuneration committee as this is not an AltX requirement.

The remuneration policy in place is to remunerate executive directors primarily on an incentive basis through profit share and/or options, details of which are set out in this Prospectus. Where monthly remuneration is paid, this is market related. Anchor strives to be the industry leader in the provision of asset management services. This requires a remuneration strategy that is attractive, within reason, to attract individuals with the required skills to make this Company as success. This policy will define general guidelines for the company‟s incentive pay to the Board of Directors and Executive Management, which must be approved by the general meeting of the company before a specific agreement on incentive pay with any member of the company‟s Board of Directors or Executive Management is entered into.

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Executive and non-executive directors‟ remuneration currently comprise of the following elements:

Basic salary

Additional fees

Benefits – Incentive Bonus Scheme

Bonuses

Share options

Other benefits Basic Salary is subject to annual reviews by the board and dependant on Company performance. Additional fees will be payable for attendance of meetings and additional time spend on the behalf of the Company. Benefits will comprise of participation in the companies incentive bonus scheme. More detail will be provided on this at a later stage. Bonuses will be a discretionary payment and paid annually in December. Share Options will be available for a period of five years from the end of each financial year. There will be a limited on the number of share options and these will lapse after a period of 5 years from date on which the option was granted. Other benefits will be granted at the discretion of the board. These will include fringe benefits payable to directors.

Service contracts and compensation

Anchor has entered into normal service contracts with all of its executive directors. All non-executive directors are subject to retirement by rotation and re-election by Anchor shareholders at least once every three years in accordance with the MOI.

1.3. Accountability and audit

Incorporation The Company is duly incorporated in South Africa and operates in conformity with its MOI and all laws of South Africa. Financial reporting The board is responsible for the Group‟s systems of internal financial and operational control, as well as for maintaining an appropriate relationship with the Company‟s auditors. The board is responsible for presenting a balanced and understandable assessment of the Company‟s financial position with respect to all financial and price sensitive reports on the Company.

Internal control The directors shall conduct an annual review of the Company‟s internal controls, and report their findings to shareholders. This review will cover financial, operational and compliance controls, as well as a review of the risk management policies and procedures of the Company. Audit and risk committee A combined Audit and Risk Committee has been established, whose primary objective is to provide the Board with additional assurance regarding the efficacy and reliability of the financial information used by the directors, to assist them in discharging their duties. The committee is required to provide comfort to the board that adequate and appropriate financial and operating controls are in place, that significant business, financial and other risks have been identified and are being suitably managed, that the financial director has the appropriate expertise and experience and that satisfactory standards of governance, reporting and compliance are in operation. The committee will set the principles for recommending the use of the external auditors for non-audit services. The following non-executive directors have been appointed to the combined Anchor Audit and Risk Committee, Alastair Adams (Chairman), Paul Nkuna and Ivan Clark.

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Due to his shareholding in the Company, Ivan Clark is not considered to be independent. However, the Alternative Exchange allows for non-executive directors to serve as members on the Audit Committee subject to this decision being explained. The decision to appoint Ivan Clark is based on his extensive experience on the boards of listed companies and the fact that he is a Chartered Accountant. Alastair Adams has previously provided legal services Anchor Capital but Anchor Capital has never been a material client of Adams Attorneys and going forward, any legal advice provided will be in his capacity as a director of Anchor Group. Thus he is considered to be an independent director by Anchor Group and he also considers himself to be independent. The audit committee will meet a minimum of two times per annum to consider interim and year end results. However, it is expected to meet at least three times per annum. External auditors The auditors of the Group are Grant Thornton and they have performed an independent and objective audit of the Group‟s financial statements. The statements are prepared in terms of the International Financial Reporting Standards (“IFRS”). Interim reports are not audited.

1.4. Code of ethics

Anchor subscribes to the highest ethical standards and behaviour in the conduct of its business and related activities. Social, Ethics and Transformation Committee In compliance with the Act, the following persons have been appointed to the Social, Ethics and Transformation Committee, namely Mike Teke (Chairman), Todd Kaplan and Alastair Adams.

1.5. Relations with shareholders

It is the plan of Anchor to meet with its shareholders and investment analysts, and to provide presentations on the Company and its performance.

The board shall ensure that shareholders are supplied with all the necessary information in order that they may make considered use of their votes, and assess the corporate governance of the Company.

1.6. Dealing in securities

The board has established procedures regarding the legislation which regulates insider trading, whereby there is a closed period from the date of the financial year end to the earliest publication of the preliminary report, the abridged report or the provisional report in the case of results for a full period and from the date of the interim period end to the date of the publication of the first and second interim results as the case may be, which periods are known as closed periods. In accordance with the JSE Listings Requirements, no director or the Company Secretary or their associates shall deal in the securities of the Company during a closed or prohibited period as well as whilst the Company is trading under a cautionary. All directors and the Company Secretary shall obtain clearance to deal from the Chairman of the Company prior to dealing, and the Company Secretary shall keep a register of such clearances in terms of the JSE Listings Requirements. The Company Secretary or such person as may be nominated by him from time to time shall keep a record of all dealings by directors in the securities of the Company.

1.7. Company Secretary

The Company has appointed recently Arcay Client Support Proprietary Limited to act as the Company Secretary. The board of directors has considered and satisfied itself on the competence, qualifications and experience of the Company Secretary. In considering this assessment, the board of directors considered the experience and qualifications of the Company Secretary as well as the employees of the Company Secretary. The directors will assess the on-going competency of the Company Secretary on an annual basis and in compliance with section 3.84(i) of the JSE Listing Requirements.

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1.8. Financial Director

The financial director, Todd Kaplan, is appointed as a full time executive director. The audit committee has confirmed his experience and expertise at an audit committee meeting and has issued a confirmation thereof to the JSE.

1.9. King III Checklist

Principles contained in King III not complied with and the reasons for non-compliance The board endorses the principles contained in the King III Report on Corporate Governance and confirms its commitment to those principles where, in the view of the board, they apply to the business. Compliance is monitored regularly and the board has undertaken an internal review process in determining compliance. Where areas of non-compliance or partial compliance have been identified these have been listed below, together with the reasons therefore, as is required by King III. It should be noted that compliance with King III was not a requirement of a private company and thus many of the principles are only now being introduced.

King III Ref

King III Principle Comply/ Partially Comply/Do Not comply

Commentary

CHAPTER 1 - ETHICAL LEADERSHIP AND CORPORATE CITIZENSHIP

Principle 1.1

The Board of Directors of the Company (the Board) provides effective leadership based on an ethical foundation.

Comply In accordance with the Board Charter the board is the guardian of the values and ethics of the group.

Principle 1.2

The Board ensures that the Company is and is seen to be a responsible corporate citizen.

Comply The social, ethics and transformation committee which will report to the board and shareholder will reflect Anchor‟s commitment to responsible corporate citizenship.

Principle 1.3

The Board ensures that the Company‟s ethics are managed effectively.

Comply The Board is responsible for ensuring that the Company protects, enhances and contributes to the wellbeing of the economy, society and natural environment.

CHAPTER 2 - BOARDS AND DIRECTORS

Principle 2.1

The Board acts as the focal point for and custodian of corporate governance.

Comply The Board will ensure that the Company applies the governance principles contained in King III and continues to further entrench and strengthen recommended practices through the Group‟s governance structures, systems, processes and procedures.

Principle 2.2

The Board appreciates that strategy, risk, performance and sustainability are inseparable.

Comply The Board, as a whole and through its Committees, will approve and monitor the implementation of the strategy and business plan of the Company, will set objectives, review key risks and will evaluate performance against the background of economic, environmental and social issues relevant to the Company and global economic conditions.

Principle 2.3

The Board provides effective leadership based on an ethical foundation.

Comply See 1.1 above

Principle 2.4

The Board ensures that the Company is and is seen to be as a responsible corporate citizen.

Comply See 1.2 above

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Principle 2.5

The Board ensures that the Company‟s ethics are managed effectively

Comply See 1.3 above

Principle 2.6

The Board has ensured that the Company has an effective and independent audit committee.

Comply See Chapter 3 below

Principle 2.7

The Board is responsible for the governance of risk.

Comply See Chapter 4 below

Principle 2.8

The Board is responsible for information technology (IT) governance.

Partially comply

See Chapter 5 below

Principle 2.9

The Board ensures that the Company complies with applicable laws and considers adherence to non-binding rules, codes and standards.

Comply See Chapter 6 below

Principle 2.10

The Board should ensure that there is an effective risk-based internal audit.

Do not comply

See Chapter 7 below

Principle 2.11

The Board should appreciate that stakeholder perceptions affect a Company‟s reputation.

Comply See Chapter 8 below

Principle 2.12

The Board should ensure the integrity of the Company‟s integrated report.

Comply See Chapter 9 below

Principle 2.13

The Board reports on the effectiveness of the Company‟s internal controls.

Comply See Chapter 7 and 9 below

Principle 2.14

The Board and its directors should act in the best interests of the Company.

Comply Directors are mindful of their fiduciary duties and their duty to act in accordance with applicable legislation. Records of Directors‟ financial interests are kept and updated on an on-going basis. The Board as a whole acts as a steward of the Company and each Director acts with independence of mind in the best interests of the Company and its stakeholders. In its deliberations, decisions and actions, the Board is sensitive to the legitimate interests and expectations of the Company‟s stakeholders.

Principle 2.15

The Board will/has consider/ed business rescue proceedings or other turnaround mechanisms as soon as the company has been/may be financially distressed as defined in the Companies Act, 71 of 2008.

Comply The Board is aware of the requirements of the Companies Act regarding business rescue. The Company will establish a risk management process that will evaluate controllable and non-controllable risks continuously, as well as threats and opportunities to ensure that the Company is operating optimally and is not in distress. In connection with the issuance of the Interim and Provisional Results management has been requested to table a solvency and liquidity memorandum whose content will be considered and confirmed by the Board on a regular basis.

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Principle 2.16

The Board has elected a chairman of the board who is an independent non-executive director. The CEO of the company does not also fulfil the role of chairman of the Board.

Comply The Chairman of Anchor is an independent non-executive director. The roles of the Chairman and Chief Executive Officer are separate and clearly defined.

Principle 2.17

The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority.

Partially comply

While retaining overall accountability and subject to matters reserved to itself, the Board has delegated authority to the Chief Executive Officer and other Executive Directors to run the day-to-day affairs of the Company. An approval framework is yet to be agreed. Mr P Armitage is appointed as CEO. A delegation of authority document is to be prepared and will be reviewed and approved by the audit committee in due course.

Principle 2.18

The Board comprises a balance of power, with a majority of non-executive directors. The majority of non-executive directors are independent.

Comply The board has a preponderance of non-executive directors. There are three independent non-executive directors and two executive directors.

Principle 2.19

Directors are appointed through a formal process.

Comply To ensure a transparent process, any new appointment of a Director is considered by the Board as a whole. The selection process involves considering the existing balance of skills and experience on the Board and a continual process of assessing the needs of the Company. Directors are appointed in terms of the Company‟s MOI and these interim appointments are confirmed at the next Annual General Meeting.

Principle 2.20

The induction of and on-going training, as well as the development of directors is conducted through a formal process.

Comply New appointees to the board are familiarised with the company appropriately through an induction programme and on-going training will be provided when needed.

Principle 2.21

The Board is assisted by a competent, suitably qualified and experienced Company Secretary.

Comply The Company Secretary is appointed by the Board in accordance with the Companies Act and the JSE Listings Requirements and is evaluated annually. The Board is satisfied that the Company Secretary is independent and is properly qualified and experienced to competently carry out the duties and responsibilities of Company Secretary.

Principle 2.22

The evaluation of the Board, its committees and individual directors is performed every year.

Do not comply

The performance of the Board as a whole and the Board Committees individually is not evaluated on an annual basis currently. This will be reconsidered in due course.

Principle 2.23

The Board delegates certain functions to well-structured committees without abdicating its own responsibilities.

Comply The board has delegated certain functions without abdicating its own responsibilities to the following committees:

Audit and Risk committee; and

Social, ethics and transformation committee.

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Principle 2.24

A governance framework has been agreed between the Group and its Subsidiaries‟ boards.

Comply The governance framework between the Company and each of its subsidiaries that is not wholly-owned is set out in shareholders‟ agreements, where applicable, and related agreements. The governance of wholly-owned Subsidiaries is handled by Board and Board Committee resolutions.

Principle 2.25

The Company remunerates its directors and executives fairly and responsibly.

Partially comply

The Board will oversee the remuneration of Directors and Senior Executives and will make the determination taking into account market conditions, expert advice from remuneration specialists and in accordance with the Remuneration policy. Non-executive Directors‟ fees will be submitted annually to shareholders for approval at the Annual General Meeting.

Principle 2.26

The Company has disclosed the remuneration of each individual director and prescribed officer

Comply The remuneration of Directors and Prescribed Officers will be included in the Directors‟ report of the Integrated Annual Report.

Principle 2.27

The shareholders have approved the Company‟s remuneration policy.

Comply The Company‟s Remuneration Policy, approved by the Board, will be tabled for a non-binding advisory vote at each Annual General Meeting of shareholders.

CHAPTER 3 - AUDIT COMMITTEES

Principle 3.1

The Board has ensured that the Company has an effective and independent audit committee.

Comply The Board has recently appointed an Audit and Risk Committee ahead of its listing and it is in the process of establishing Charters and Audit and Risk Committee Terms of Reference. The board considers that it has an effective and independent Audit and Risk Committee. The effectiveness of the Committee will be evaluated annually by the Directors. The group has an audit committee comprising two independent non-executive directors and one non-executive director and is thus considered independent.

Principle 3.2

Audit committee members are suitably skilled and experienced independent non-executive directors.

Partially Comply

Two members of the Audit and Risk Committee are independent non-executive directors. The third member, Ivan Clark, is a non-executive director by virtue of his shareholding in the Company but it is considered that he will conduct himself in an independent manner and will add value to the Audit and Risk Committee by virtue of the fact that he is a CA(SA) with 20 years of experience on listed company boards and audit committees. The AltX Listings Requirements permit the appointment of non-executive directors on the basis that this is explained. The Board will consider the independence (in terms of King III), skills and experience of the Committee members annually.

Principle 3.3

The audit committee is chaired by an independent non-executive director.

Comply The Board has appointed a suitably qualified Independent Non-executive Director to chair the Audit and Risk Committee.

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Principle 3.4

The audit committee oversees integrated reporting.

Comply The Audit and Risk Committee will have oversight over the preparation of the Integrated Annual Report including the annual financial statements and sustainability information, and will recommend the approval of the Integrated Annual Report to the Board.

Principle 3.5

The audit committee has ensured that a combined assurance model has been applied which provides a coordinated approach to all assurance activities.

Partially comply

Where necessary or relevant, the Company is committed to appointing service providers to provide independent assurance on both the financial and non-financial aspects of the business based upon their specific expertise and experience. The Audit and Risk Committee will oversee the assurance activities to ensure that they are constructed in a co-ordinated manner.

Principle 3.6

The audit committee is satisfied with the expertise, resources and experience of the company‟s finance function.

Comply The Audit and Risk Committee has evaluated the expertise and experience of the Financial Director and the Company‟s finance function and will review this annually. The Committee will disclose its satisfaction with the expertise and experience of the Financial Director and the finance function annually in the Integrated Annual Report.

Principle 3.7

The audit committee should be responsible for overseeing the internal audit process.

Comply The Audit and Risk Committee will be responsible for overseeing the internal audit function. The requirement for internal audit is considered on an on-going basis throughout the year and will be a standard agenda item, although at present, due to the size and nature of the business a formal internal audit function has not been established.

Principle 3.8

The audit committee is an integral component of the risk management process.

Comply The Audit and Risk Committee will be responsible for overseeing risk management.

Principle 3.9

The audit committee is responsible for recommending the appointment of the external auditor and overseeing the external audit process.

Comply Annually, the Audit and Risk Committee will oversee the external audit process, approve audit fees and non-audit fees above prescribed levels, will review the independence of the external auditor including the professional suitability of the lead auditor and recommend their re-appointment to the Board and shareholders for the forthcoming financial year.

Principle 3.10

The audit committee has reported to the board and the shareholders as to how it has discharged its duties.

Comply The Audit and Risk Committee will report to the Board at each Board meeting. A report to shareholders on how the Committee discharged its duties will be included in the Report of the Audit and Risk Committee in the Integrated Annual Report, noting that this was not previously a requirement as Anchor was a dormant company.

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CHAPTER 4 - THE GOVERNANCE OF RISK

Principle 4.1

The Board is responsible for the governance of risk.

Comply The Board is responsible for the governance of risk and the Audit and Risk Committee will assist the Board with this responsibility.

Principle 4.2

The Board has determined the levels of risk tolerance.

Do not comply

This was not done historically as a private company. The Board, through the Audit and Risk Committee, will monitor the controls and residual risk profile of the principal risks of the Group against set criteria/tolerance levels and will periodically review the levels of risk tolerance. A risk register will be established in the forthcoming year.

Principle 4.3

The risk committee and/or audit committee has assisted the Board in carrying out its risk responsibilities.

Do not comply

The Board is responsible for the governance of risk and the Audit and Risk Committee will assist the Board with this responsibility. This was not done historically as a private company.

Principle 4.4

The Board has delegated to management the responsibility to design, implement and monitor the risk management plan.

Partially comply

The board has delegated the day-to-day responsibility for risk management to management. A risk management plan has not been established as yet.

Principle 4.5

The Board has ensured that risk assessments are performed on a continual basis.

Do not comply

This was not done historically as a private company. The Audit and Risk Committee will actively monitor the group‟s key risks as part of its standard agenda.

Principle 4.6

The Board has ensured that frameworks and methodologies are implemented to increase the probability of anticipating unpredictable risks.

Do not comply

This was not done historically as a private company. All risks are to be identified and steps to mitigate these will be outlined, including reasonably unpredictable risks.

Principle 4.7

The Board has ensured that management has considered and has implemented appropriate risk responses.

Do not comply

This was not done historically as a private company. The implementation of controls is monitored by management on an on-going basis. This has not been done in the past.

Principle 4.8

The Board has ensured continual risk monitoring by management.

Do not comply

This was not done historically as a private company. Responsibility for identified risks will be assigned to an appropriate member of the group‟s senior management team, who is required to report to the Board on the steps being taken to manage or mitigate such risks.

Principle 4.9

The Board has received assurance regarding the effectiveness of the risk management process.

Do not comply

This was not done historically as a private company. The Audit and Risk Committee will report to the Board regarding the efficacy of the risk management process.

Principle 4.10

The Board has ensured that there are processes in place which enable complete, timely, relevant, accurate and accessible risk disclosure to stakeholders.

Do not comply

This was not done historically as a private company. Risk disclosure will be made annually in the Integrated Annual Report. The Board intends to disclose the top risks faced by the Company and will confirm its satisfaction with the management of the risk management processes.

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CHAPTER 5 - THE GOVERNANCE OF INFORMATION TECHNOLOGY

Principle 5.1

The Board is responsible for IT governance.

Do not comply

This was not done historically as a private company. An IT Governance Framework, including processes, procedures and structures, has not been adopted by the Board. This will be considered in due course.

Principle 5.2

IT has been aligned with the performance and sustainability objectives of the company.

Do not comply

The IT strategy and procedures are considered to be aligned with the performance and sustainability of the Company, bearing in mind the size and nature of the Company.

Principle 5.3

The Board has delegated to management the responsibility for the implementation of an IT governance framework.

Do not comply

The chief financial officer will take responsibility for the implementation of an IT governance framework in due course. This is not identified as a key risk at present due to the size and nature of the business.

Principle 5.4

The Board monitors and evaluates significant IT investments and expenditure.

Do not comply

An IT Governance Framework has not yet been adopted by the Board. It is anticipated that a capital approval process will be put in place as part of the budgeting process. Any unbudgeted spend would require a specific approval process.

Principle 5.5

IT is an integral part of the company‟s risk management plan.

Do not comply

See 5.4 above

Principle 5.6

The Board ensured that information assets are managed effectively.

Do not comply

The Board is responsible for the management of information assets and expenditure, although due to the nature and size of the business, this is regarded as a low risk area.

Principle 5.7

A risk committee and audit committee assists the Board in carrying out its IT responsibilities.

Do not comply

The Audit and Risk Committee will assist the Board with this function.

CHAPTER 6 - COMPLIANCE WITH LAWS, CODES, RULES AND STANDARDS

Principle 6.1

The Board ensures that the company complies with applicable laws and considers adherence to non-binding rules, codes and standards.

Comply The Audit and Risk committee, together with the Social, Ethics and Transformation Committee and Company Secretary, will review the adequacy and effectiveness of the Group‟s procedures on an on-going basis to ensure compliance with legal and regulatory responsibilities.

Principle 6.2

The Board and each individual director have a working understanding of the effect of applicable laws, rules, codes and standards on the company and its business.

Comply The directors and the Board understand the appropriate applicable laws, rules, codes of standards required by the Company and its business.

Principle 6.3

Compliance risk should form an integral part of the company‟s risk management process.

Partially comply

Compliance risk will be considered by the Audit and Risk Committee and the Social, Ethics and Transformation Committee going forward.

Principle 6.4

The Board should delegate to management the implementation of an effective compliance framework and related processes.

Do not comply

This was not done historically as a private company. This function will be delegated to management in due course.

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CHAPTER 7 - INTERNAL AUDIT

Principle 7.1

The Board should ensure that there is an effective risk based internal audit.

Do not comply

This was not done historically as a private company. The Company currently does not have an internal audit function as it is not deemed necessary by the Audit and Risk Committee due to the size of the Company. The need for this function will be reviewed by the Audit and Risk Committee at every meeting.

Principle 7.2

Internal Audit should follow a risk based approach to its plan.

Do not comply

See 7.1 above.

Principle 7.3

Internal Audit should provide a written assessment of the effectiveness of the company‟s system of internal controls and risk management.

Do not comply

See 7.1 above.

Principle 7.4

The audit committee should be responsible for overseeing the internal audit process.

Do not comply

See 7.1 above.

Principle 7.5

Internal audit should be strategically positioned to achieve its objectives.

Do not comply

See 7.1 above.

CHAPTER 8 - GOVERNING STAKEHOLDER RELATIONSHIPS

Principle 8.1

The Board should appreciate that stakeholder‟ perceptions affect a company‟s reputation.

Comply The Company engages with its stakeholders on multiple levels and this allows the Company to manage issues effectively and timeously and reduces the likelihood of reputational risks.

Principle 8.2

The Board should delegate to management the authority to proactively deal with stakeholder relationships.

Comply Management is responsible for maintaining stakeholder relationships.

Principle 8.3

The Board should strive to achieve the appropriate balance between its various stakeholder groupings, in the best interests of the Company.

Comply The appropriate balance is assessed on a continuous basis.

Principle 8.4

Companies should ensure the equitable treatment of shareholders.

Comply The Company will act in accordance with the requirements of the Companies Act and the JSE Listings Requirements regarding the treatment of shareholders.

Principle 8.5

Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence.

Comply The Board is committed to a communication policy to ensure that timely, relevant, accurate and honest information is provided to all stakeholders.

Principle 8.6

The Board should ensure that disputes are resolved effectively and as expeditiously as possible.

Comply The board ensures that disputes are resolved effectively as is possible.

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CHAPTER 9 – INTEGRATED REPORTING AND DISCLOSURE

Principle 9.1

The Board should ensure the integrity of the Company‟s integrated report.

Partially comply

The board will be responsible for the integrity of the integrated report. This was not previously a requirement as a private company.

Principle 9.2

Sustainability reporting and disclosure should be integrated with the Company‟s financial reporting.

Do not comply

This was not done historically as a private company. The Company‟s vision and mission statements, strategic objectives and value system will be integrated into all policies, procedures, decision-making and operations, with sustainability as the ultimate objective.

Principle 9.3

Sustainability reporting and disclosure should be independently assured.

Do not comply

This was not done historically as a private company. At present the Company does not obtain independent assurance. This will be considered in future.

The above table covers all 75 principles as set out in King III as required by the JSE Listings Requirements.

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Annexure 17

ANALYSIS OF RISKS FACING SHAREHOLDERS

In accordance with the requirements of CIPC, an analysis of identified risks facing shareholders, together with mitigating factors, is set out below:

Risk identified Mitigation of risk

Shareholder spread not achieved

The prospectus provides for the refund of monies to investors and the Company will not list on the Alternative Exchange. The JSE requires that the share subscriptions and monies received are audited by the Company‟s auditor and signed off 48 hours before listing.

Investors will not receive shares

The share subscriptions come via the Strate system which provides for delivery against payment. Subscriptions go through this system via the transfer secretary and the shares are issued in electronic format to the subscribers.

No dividends for one year The Company will be reinvesting profits into growth of its operations by way of acquisition, which investments are expected to increase the future prospects of the Group in the medium to long term. However, shareholders will be able to dispose of their shares in the open market and need not rely on dividend income. Investors have been clearly informed on the intentions surrounding the dividend policy.

Availability of documents available for inspection

Whilst these documents will be available for inspection for the period required in terms of the Act, some of the documents will remain available in the public domain on the Company‟s website, such as the Prospectus, which contains extracts of all relevant information for investors to review. Going forward, the Company will comply with the various disclosure requirements of the JSE.

Forecast profits will not be achieved

The nature of the business is relatively simple and predictable, with the majority of the income being derived from existing and established asset management. The Company is exposed to interest rate movements as well. These risks have been disclosed in the profit forecast assumptions as well as the extent of the risk.

Management will not run the business properly

The core management team has been together for a number of years and knows the business well. The CEO and founder remains a major shareholder and key management hold minority interests as disclosed in the Prospectus.

Investment Market Risk Anchor Capital has designed its product mix in such a way that there is a fair proportion of investment structures and instruments that will decline by less than the market (e.g. hedge funds, Flexible Unit trust, Growing Yield mandate). These could well attract assets in times of equity market stress. Anchor Capital‟s income statement has a high level of variable costs (+/- 45%). This includes bonuses and staff commissions. This means that Anchor Capital should remain reasonably profitable, even in severe market dips. Relationships with clients and ensuring that they are invested in mandates that are in line with their appetite for risk. Staff shareholding: Part of the rationale for listing is the ability to provide participation in the equity of the business. This will provide additional incentive to stay with the business during market downturns.

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Anchor Capital operates in a highly regulated environment. The regulator is the FSB and Anchor Capital is a regulated FSB financial services provider. Anchor Capital has to ensure compliance with all of the existing and new rules published by the FSB

Anchor Capital has an internal compliance officer and makes use of an expert outsourced compliance company. The company has regular meetings assessing compliance with existing and new FSB rules, has internal audits to check compliance, submits quarterly and half yearly reports to the FSB, and has regular internal training sessions to ensure compliance with both the letter and spirit of FSB regulations.

While the performance of the investments has been exceptional since Anchor Capital began, there could be periods when investments underperform their respective benchmarks

Relationships with clients and ensuring that they are invested in mandates that are in line with their appetite for risk. Education of clients to ensure that they understand the potential volatility that reasonably can be expected in any investment class. Ultimately performance risk is best mitigated by an experienced and diligent investment team which is constantly assessing risks and opportunities.

Financial information may be inaccurate

The financial information and interim financial information has been audited and reviewed respectively by a JSE accredited auditor and IFRS experts were consulted.

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Annexure 18

SALIENT FEATURES OF THE SHARE INCENTIVE SCHEMES

1. PURPOSE

The purpose of the Anchor Group Limited Scheme (“the Scheme”) shall be to attract, motivate, reward and retain Participants who are able to influence the performance of the Group, on a basis which aligns their interests with those of the Company‟s shareholders.

2. GENERAL DESCRIPTION OF THE SCHEME

2.1 Under the Scheme, executives and selected managers of the Group will be offered, subject to Board approval, any of the following:- 2.1.1 Grant of Options; 2.1.2 Allocations of Share Appreciation Rights; and 2.1.3 Conditional Awards of Performance Shares.

2.2 Given the evolving trends in best business practice, Anchor Group has decided to implement a share scheme which focuses executives attention on, and reward, on performance.

2.3 To achieve this, it is intended that two growth orientated methods (the option and share appreciation right) are combined with rewarding future company performance (performance share).

2.4 When a participant exercises an option or share appreciation right, the value that accrues to him is the positive gain of the underlying share price above the option/strike price.

2.5 It is firmly believed that the combining of the option and share appreciation right method with the full value element of the performance share will serve to recognise the required attributes of shareholder alignment, retention of key talent and long-term, sustained performance, as well as share price growth.

2.6 It is envisaged that the combined implementation of the Scheme will allow Anchor Group to remain competitive in annual and share-based incentives, and will ensure that executives and senior managers share a significant level of personal risk with the company‟s shareholders.

3. DESCRIPTION OF EACH METHOD

3.1 Share Option Method 3.1.1 Grants of options will be made to executives and selected managers. They will be

available to be settled by participants within 5 years of the option date as follows: 3.1.1.1 one third of the option no earlier than the first anniversary and not later than the

third anniversary of the option date; 3.1.1.2 a second third of the option no earlier than the second anniversary and not later

than the fourth anniversary of the option date; and 3.1.2.3 the final third of the option no earlier than the third anniversary and not later

than the fifth anniversary of the option date. 3.1.2 On the vesting date, the number of option shares available for vesting under the option

shall vest in a participant, and then be settled by him as soon as practically possible after the vesting date.

3.1.3 Settlement will be via shares (equity settled) but may be made in cash, which shall be at the discretion of the Board.

3.2 Share Appreciation Method 3.2.1 Allocations of share appreciation rights will be made to executives and selected

managers. They will be available to be settled by participants within 6 years of the allocation as follows: 3.2.1.1 one third of the allocation no earlier than the third anniversary of the allocation

date; 3.2.1.2 a second third of the allocation no earlier than the fourth anniversary of the

allocation date; and 3.2.1.3 the final third of the allocation no earlier than the fifth anniversary of the

allocation date. 3.2.2 On settlement, the value accruing to participants will be the appreciation of Anchor

Groups‟ share price. 3.2.3 Settlement will be via shares (equity settled) but may be made in cash, which shall be at

the discretion of the Board.

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3.2.4 Performance criteria will be stipulated in which the number of share appreciation rights vesting in relation to the full number allocated is reduced if company financial performance targets are not met.

3.3 Performance Share Method 3.3.1 Conditional awards of performance shares will be made to executives and senior

managers. Performance shares will vest on the 3rd

anniversary of their award, to the extent that the company has met specified performance criteria over the intervening period. Essentially the value per share that vests is the full value of the share, but the number of shares that will vest will depend on the company‟s performance over the intervening three-year period against set targets.

3.3.2 The Board will dictate the performance criteria for each award. 3.3.3 Settlement will be via shares (equity settled) but may be made in cash, which shall be at

the discretion of the Board. 3.3.4 Any performance shares which do not vest at the end of the three-year period will be

forfeited.

4 PARTICIPANTS 4.1 A Participant means an Eligible Employee to whom an Option, Allocation or Award has been

made, and who has accepted such Option, Allocation or Award, and includes the executor of the Participant‟s deceased estate or Family Entity where appropriate.

4.2 Eligible Employee means a person eligible for participation in the Scheme, namely an executive, senior manager and/or key employee of any member company of the Group, including any present or future executive director holding salaried employment or office, which executive, senior manager and/or employee shall be selected by the Board from time to time in its sole and absolute discretion, but excluding any non-executive director.

5 NUMBER OF SHARES

5.1 The aggregate number of Shares which may be acquired by all Participants under the Scheme shall not exceed 85,000,000 (eighty five million) Shares.

5.2 The aggregate number of Shares which may be acquired any one Participant in terms of the Scheme shall not exceed 15,000,000 (fifteen million) Shares.

6 PAYMENT CONSIDERATION AND DETERMINATION OF PRICE

6.1 There shall be no consideration payable for an Option, Share Appreciation Right and/or Performance Share.

6.2 The Option Price is the price equal to the volume weighted average price of a Share on the JSE over the 30 (thirty) Trading Days, discounted by 30% (thirty percent) immediately prior to the Option Date

6.3 Settlement shall be made as soon as practically possible after the Vesting Date.

7 VOTING, DIVIDEND, TRANSFER AND OTHER RIGHTS ATTACHING TO THE SHARES 7.1 A Participant shall have no expectation of earning any dividends (or other distributions made)

and shall have no right to vote in respect of Option Shares, Share Appreciation Rights and/or Performance Shares unless and until same are Settled in accordance with the provisions of the Scheme.

7.2 Upon involuntary liquidation of the Company, each Participant shall have a claim against the relevant Employer Company for all Option shares, Share Appreciation Rights and/or Performance Shares which shall have Vested or been Exercised but not yet Settled.

8 BASIS OF AWARDS

The Board may, in its sole and absolute discretion, resolve to Grant Options, Allocate Share Appreciation Rights and/or Award Performance Shares to Eligible Employees.

9 TREATMENT OF OPTIONS IN INSTANCES OF MERGERS, TAKEOVERS OR CORPORATE

ACTIONS If the Company undergoes a Change of Control after an Option Date, Allocation Date or Award Date, then the rights (whether conditional or otherwise) in and to the Option Shares, Share Appreciation Rights and/or Performance Shares of Participants‟ under this Scheme will, to the extent necessary, be accommodated on a basis which shall be determined by the Board to be fair and reasonable to Participants.

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10 RIGHTS OF PARTICIPANT ON TERMINATION OF EMPLOYMENT, RESIGNATION, RETIRMENT OR DEATH 10.1 Dismissals for misconduct or poor performance –

All unvested or unexercised Allocations as at the Date of Termination of Employment shall be forfeited and cancelled.

10.2 Resignation by the Participant – All unvested or unexercised Allocations as at the Date of Termination of Employment shall be forfeited and cancelled.

10.3 Normal Retirement – (a) All unvested Allocations will remain in the Scheme (in other words no accelerated

Vesting) and will Vest in the normal course to the retired Participant at the normal Vesting date and in accordance with the performance of the company against any Performance Criteria.

(b) Any Vested but unexercised Allocations will remain in the Scheme available to be Exercised at any time until the Maximum period.

10.4 Early Retirement – (a) All unvested Allocations will be pro-rated based on the period from the Allocation Date to

the date of early retirement relative to the full Vesting period. (b) The pro-rated Allocation will remain in the Scheme (in other words no accelerated

Vesting) and will Vest in the normal course to the retired Participant at the normal Vesting Date and in accordance with the performance Criteria.

(c) Any Vested but unexercised Allocations will remain in the Scheme available to be Exercised at any time until the Maximum period.

10.5 Dismissal based on Operational Requirements – (a) All unvested Allocations will be pro-rata based on the period from the Allocation Date to

the Date of Terminations of Employment relative to the full Vesting period. (b) Such pro-rated unvested Allocations as calculated above will remain in the Scheme (in

other words no accelerated vesting) and will Vest in the normal course to the retrenched Participant at the normal Vesting Date and in accordance with the performance of the Company against any Performance Criteria.

10.6 Death – All Performance Criteria are waived and it will be assumed that the targeted performance has been met. All unvested or unexercised Allocations immediately Vest on the date of death. The executor of the deceased estate is informed that he/she has 12 (twelve) months from the date of death to Exercise these Allocations.

11 AMENDMENT OF THE SCHEME

It shall be competent for the Board to amend any of the provisions of the Scheme subject to the prior approval (if required) of every securities exchange on which the Shares are for the time being listed; provided that no such amendment affecting the Vested rights of any Participant shall be effected without the prior written consent of the Participant concerned, and provided further that no such amendment affecting any of the following matters shall be competent unless it is approved by ordinary resolution of 75% (seventy-five percent) of the shareholders of the Company in general meeting, excluding all of the votes attached to Shares owned or controlled by existing Participants in the Scheme.

12 ADJUSTMENTS

12.1 If the Company, at any time before any Option, Allocation or Award is duly exercised, restructures its capital in that the Company: 12.1.1 is put into liquidation for the purposes of reorganisation; or 12.1.2 is a party to a scheme of arrangement affecting the structure of its share capital; or 12.1.3 undertakes a conversion, redemption, subdivision or consolidation of its ordinary

share capital; or 12.1.4 reduces its capital; or 12.1.5 is a party to a reorganisation; or 12.1.6 has a Capitalisation Issue or Rights Issue; or 12.1.7 otherwise changes its capital