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Page 1: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

CALL: 011 886 1995SMS: Investment to 45906

EMAIL: [email protected]

WWW.EVERESTWEALTH.CO.ZA

GET IN TOUCH TODAY | 011 886 1995WWW.EVERESTWEALTH.CO.ZA

EVERESTWEALTH

To reach the peak, we must maneuver the divide and overcome the obstacles. True wealth needs to be nurtured by Fund Management Professionals who embark on the road alongside their clients.

EVEREST WEALTH

SUCCESS BUILT IN A JOURNEY WELL SPENT.

Page 2: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

Everest Wealth Management (Pty) Ltd. Formerly Keymax Investments (Pty) Ltd.

Registration number: 2002/004025/07Registered FSP: 795 CAT I & II & IIA

Cnr. Gordan/Blairgowrie Dr, Blairgowrie, Randburg, Johannesburg, 2194

Tel: 011 886 [email protected]

First World Trader t/a Easy EquitiesRegistration number: 1999/021265/07Registered FSP: 22588 CAT I & II

16th Floor, 25 Owl Street, Braamfontein, Werf, Johannesburg, 2092

Tel: 011 214 8028

THE DISCRETIONARY FUND MANAGER

NOMINEE CUSTODIAN COMPANY

DISCLAIMEREverest Wealth Management informs all current and potential users of this document to take note of the fact that there are risks involved in any investment. Consult a fi nancial advisor before making any investments into ““Listed” or “Private Equity” companies, “Venture Capital” companies or their investment solutions. Venture Capital Companies are licensed by the Financial Sector Conduct Authority (FSCA – previously known as FSB) and approved by the South African Revenue Service (SARS). Information provided does not constitute a solicitation, guidance, proposal, invitation or recommendation to invest. It is recommended that users seek specialised fi nancial, legal and tax advice prior to considering any investment. All information provided is subject to change without notice. Full disclosure documents can be obtained upon request from Everest Wealth. Everest Wealth is an authorised Financial Service Provider (FSP 795 CAT I & II & IIA). Private and confi dential, all rights reserved, E&OE.

Page 3: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

True wealth is built over time and at Everest Wealth we have a proven track record of delivering above average returns, whilst also building long standing, trustworthy relationships.

SUCCESS BUILT IN

A JOURNEY WELL SPENT.

GET IN TOUCH WITH US TODAY011 447 1707 | [email protected]

WWW.EVERESTWEALTH.CO.ZA

Page 4: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

COMPANY OVERVIEWRegistered Company Name:

Trading Name: Registration Number: Directors:

Head Office:

Industry:

Sector (Including, but not limited to):

External Services:

Everest Wealth Management Proprietary Limited

Everest Wealth 2002/004025/07

• Thys van Zyl• Jarryd Gillmer• George Schmahl

Unit 1, Boundary Place, 18 Rivonia Road, Illovo, Sandton, 2196

Discretionary Fund Management Solutions

• Local Listed Equity• International Listed Equity• Regulation 28 Portfolios• Post Retirement Portfolios• Private Equity Alternatives• Section 12J Alternatives

• Financial Advice• Intermediary Services

Page 5: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

VISION

MISSION

PHILOSOPHYChallenging the trust in traditional investment opportunities by offering above average returns through tangible, stable and credible investment alternatives.

Our corporate mission can be summarised in one word – growth.

We are growing in company size and skills and offer an array of diversified portfolio solutions.

We are also growing in terms of our objective to offer diverse, non-traditional investment opportunities.

We continuously stay well informed on all aspects of our industry and remain focused on our mission whilst simultaneously being flexible in our methods and procedures.

VALUEOffering our stakeholders tangible value whether it be financially, personally, or in terms of growth opportunities.

SECURITYProviding security by assuring that our company is stable, credible, ethical, and sustainable, both to employees and investors.

EXPERTISEApplying our expertise in all areas of our business operations, from sourcing and managing solutions to selecting and inviting investors to be part of our success story.

EVEREST WEALTH

MANIFESTO

Page 6: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

By enabling clients to benefi t from our collection of popular investment solutions, investors diversify their risk, whilst directly benefi ting from the combined expertise of a group of Discretionary Fund and Alternative Investment management specialists.

STRENGTHIN NUMBERS.

Page 7: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

HOW WE DO IT

1. MANAGEMENT

4. GOVERNANCE

2. ACQUISITIONS

Our actively involved management team consists ofhighly skilled members with decades of experience invarious business operations, management, funding andinvestments. Our passion and knowledge form thecornerstones of our business – our most valuable resource.

3. EMPLOYEES

We follow strict governance by adhering to the required agreements and authorities to ensure a solid infrastructure, with our main focus being on business ethics.

We highly value our relationships with key infl uencers inthe investment industry. These long-term, interdependentrelationships are based on respect and responsibility, andallow us valuable insight into the South African investmentindustry. By truly understanding market trends andcontinuously analysing potential business risks, we’vebuilt a reputation of being excellent at acquiring qualityequity components – maximizing our return – andensuring our company stability.

We appoint only qualifi ed, passionate employees andfocus on skills development to ensure that our personnelaren’t just dedicated to their positions at Everest Wealth,but to also add honest value to the relationships with allstakeholders.

Page 8: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

EASY EQUITIES STORY

EasyEquities (EE), a subsidiary of JSE listed Purple Group Limited (PPE), is an online platform which allows anyone to invest into the stock- and ETF markets at affordable prices. New and seasoned investors alike, can grow their wealth and the local economy at large.

EE powered by First World Trader (Pty) Ltd, as an authorised fi nancial services stock trading platform, has a strong focus on customer satisfaction. Their mission is to be respected and recognized as a leading segregated stock trading account platform provider. Treating customers fairly is one of the primary objectives of the conceptualisation, creation and launch of the platform.

STEERING OUR SUCCESSOur Investment Committee and executive managers are experts in their respective fi elds – focused on moving the company forward to become internationally recognised as the leader in the non-traditional investment arena.

The Everest Wealth Investment Committee is accountable to investors for the strategic direction of the Portfolio Solutions and the pursuit of wealth creation for clients. Once the investment strategy has been set, mandated sector experts are utilised through a formal delegation framework.

STRATEGIC DELEGATION FRAMEWORK:

NOMINEE COMPANY AND CUSTODIAN

INVESTMENT COMMITTEE

INVESTMENT COMMITTEE

LOCAL LISTED EQUITY

MANAGER

INTERNATIONAL LISTED EQUITY

MANAGER

IGNATIUSBREYTENBACH

PRIVATE EQUITY ALTERNATIVES

SECTION 12J ALTERNATIVES

FINANCIAL ADVICE

Page 9: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

OUR LEADERSHIP STRUCTURE PROVIDES

INVALUABLE PERSPECTIVEAND GUIDANCE.

Page 10: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

FUND AND CLIENT MANAGEMENT

STEERING OUR SUCCESS

IGNATIUS BREYTENBACH | CHIEF INVESTMENT OFFICER

Ignatius is a qualified Fund Manager with more than 20 years’ experience in active fund management with private wealth clients. After graduating from the University of Johannesburg in 1995 he joined ABSA Asset Management and later TriAlpha Investments based in the United Kingdom where he assisted in setting up ABSA International Worldwide Technology and US dollar bond funds. In 2002 he became the founding member of Everest Wealth, formerly Keymax Investments, which grew into a leading private fund management company focussing on clients’ needs and goals and achieving above-average returns.

THYS VAN ZYL | MANAGER PRIVATE EQUITY

JARRYD GILLMER | MANAGER 12J FUNDS

Thys is quickly becoming one of South Africa’s leading private equity Fund Managers with a passion for private equity opportunities for the past decade and an uncanny ability for the conversion of vision into trendsetting concepts. Thys has surrounded himself with the right thought-leaders to make these concepts a success. He has grown the Everest Private Equity division into a multi-million Rand enterprise, which cultivates happy relations and creates job opportunities as a key-objective in support of economic development.

Jarryd has been involved in Venture Capital Investing and Discretionary Fund Management since 2016, following his ambition to be a Certified Financial Planner in the industry, in which role he has excelled in. With a wealth of knowledge as well as a compassionate and warm approach towards investors, Jarryd is a welcomed and classic addition to the Management Team. Driven towards success and successful business, Jarryd strives for innovation, outperformance and the implementation of uniqueness as the core of his strategy towards fulfilment of needs and exceeding expectations set by investors under his care.

HUBERT SHERRATT | MANAGER FINANCIAL ADVISE

Hubert is the classic financial professional and is always ready to act when opportunity presents itself. His strength lies in his unfailing ability to close business deals and connect with clients and private equity opportunities. Hubert grew up in the highly competitive financial advice and insurance industry where he achieved great success and attained an acclaimed reputation.

Page 11: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

COMPANY BACKGROUND

SCOPE

INVESTMENT STRATEGY

Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice through unique and specialized investment solutions, ensuring stable returns over the medium to long term for our clients. True wealth is built over time and at Everest Wealth we have a proven track record of delivering above average returns, whilst also building long standing, trustworthy relationships.

Finding unique alternatives such as Private Equity and 12J structures is at the core of our investment methodology. We do not just strive for higher than average market returns, but also pride ourselves as a firm with strong corporate governance that ensures fair and honest dealings with our clients.

Everest Wealth aims to manage unique and alternative portfolio solutions for clients, with an emphasis on generating high dividends and steady capital growth whilst simultaneously creating/maintaining employment and generating economic growth for South Africans.

Everest Wealth will seek to acquire equity assets in various sectors, largely investing in established, growth orientated and well-known businesses. The main concentration is, but not limited to, Listed Equity (local and international), Private Equity and Section 12J Equity investments. The strict due-diligence process the Company undertakes, ensures that each investment needs to be profitable, growth orientated, efficient and sustainable.

In line with the Company’s investment strategy, needs and goals, the Company will identify new and/or existing equity businesses that fit into the current investment model which will then undergo a “Deal Screening” process as set out by the Manager. The Manager’s well-experienced Delegation Framework then performs a stringent due-diligence process focusing on financial, operations, risk, investment strategy, growth, sustainability, legal, human resources, monitoring, and evaluation reports, all of which are drafted using “Industry Specific Analysis” structures. Everest Wealth will only allocate assets once satisfied that all the key performance criteria of each report have been reached. The final asset allocation decision is made by focusing on the profitability, growth, efficiency and sustainability principles of these equity investments. Thereafter, the portfolio and deal construction process will follow in line with the investment strategy.

Once the equity investment is made, the monitoring, evaluation, corporate and compliance process (Post-Investment Management Plan) will immediately follow to ensure that all the investments are well managed and sustainable over the full investment period.

Page 12: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

INVESTMENT PROCESS

INVESTOR

QUALIFYING SHARES

DIGITAL PLATFORMNominee Company & Custodian

FWT Nominees Pty Ltd

SELECTED SOLUTIONOR SHARE

Net funds invested, Manager Relationship

& Discounts

FULL SHARES ALLOCATED

CLIENT VERIFIEDR1 000 000

TRANSFERRED

INVESTS R1 000 000

INVESTMENT COMMITTEE & BOARD APPROVAL

Ongoing investment due diligence, management and review

- Downside Capital Preservation- High Dividend Yield- Sustainable Capital Growth

NO ADMINISTRATION OR PLATFORM FEES

OUR CORE OBJECTIVES

Page 13: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

OUR CORE SOLUTIONS

THE DIVERSIFICATION CHOICE

Building an investment portfolio means making investment choices. Alternative Investments are forming a core part of asset management selection, but which alternative investment to choose?

Everest Wealth offers the assurance of being part of a network of professionals, sharing in a portfolio of unique and alternative investment solutions and benefiting from experienced managers to manage your wealth.

We call it strength in numbers.

COMPANY

STRATEGIC INCOME 12J LOCAL

GROWTHINTERNATIONAL

GROWTHREGULATION 28

RETIREMENT

R100 000 R200 00 R100 000 R100 000USD, EUR or GBP Equivalent

R100 000

3-5 Years

Fixed10% Bonus

after 5 years

Fixed12.8% p.a.

Accumulated & Paid Monthly

5-7 Years

Projected Growth of 3%-6% p.a.

Projected8.5% p.a.

Accumulated Quarterly

Up to 45% Upfront Bonus

Full Amount Invested is Deductible

from Taxable Income

7 - 10 Years

7 - 10 Years

In Development

In Development

In Development

In Development

Individual21% p.a. over

5 years

Company14.5% p.a. over

5 years

Individual12% p.a. over

5 years

Company13% p.a. over

5 years

In Development

In Development

In Development

Solution

Minimum Investment

IRR Target(Net of Fees & Taxes) (Assumes 45% tax for Individuals)

Term

Capital

Dividend

Term

Capital

Dividend

Tax Deduction

Page 14: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

Investors receive a targeted dividend return of 8.5% per annum paid quarterly or annually - before dividend tax of 20%.

The Investment term is regulated by SARS as 5 years minimum. A tax recoupment as well as appropriate discounts will be applied for early disposal of shareholding.

The investment amount is a minimum of R200 000. Investors enjoy an ordinary shareholding

as security. At the end of the term, investors may redeem their shares.

Investors’ ordinary shares can be sold after 5 years at the market value.

Full term investors should receive capital growth. This is projected between 3 - 6% per annum on their initial investment amount.

Individual (Income tax rate) up to 45%;Trusts up to 45%;Companies up to 28%.

Investors FULL investment amount is allocated towards their subscription of shares. A once of fee of 13.75% (equates to 2.75% p.a. over 5 years) is recouped within the underlying performance of qualifying investments. No annual fees are directly charged to the client’s account, thus promoting lower costing for long term investors.

8.5% ANNUALLY 5 YEARS

R200 000 MINIMUMORDINARY SHARES

LOW COSTSTRADE BACK

EXTRA GROWTH

TAX INVESTMENT REFUND

EVEREST WEALTHSection 12J Portfolio The Franchise Junction Section 12J VCC Limited

Page 15: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

OBJECTIVE MANAGEMENT

FRANCHISE SECTOR

The objective of the company is to provide investors with an investment resulting in a high after-tax return, high sustainable dividend yield with moderate to high risk exposure by gaining access to a combined portfolio of local and international branded franchises, which would comprise of both existing stores and start-ups and also provide tax relief through the company’s accreditation with the South African Financial Services Board and the South African Revenue Services as a registered Venture Capital Company.

The Franchise Co. act as portfolio managers to the company. They are a franchise management specialist company that owns and manages a diverse range of established and popular South African Franchises on behalf of a vast number of investors - offering all the benefits of owning a franchise without the risks, overheads, administration and long operating hours. The company’s directors and senior management have amongst them, more than 150 years of combined experience within the industry.

The Franchise Industry is known to be recession resistant and inflation friendly from an investment perspective. The Franchise Co.’s management model is based on the principal of increased turnover and investor dividend rewards. This can be achieved irrespective of high market volatility, inflation and interest hikes.

5,4

0%

3,30

%

-1,2

0%

1%

17,5

0%

50,5

0%

2006 2011 2016

SA GDPFranchise Growth

33%

16%15%

14%

5%

4%3%

2%

1%

2%

Transport

Housing, Water, Electricity, Gas & Other

Miscellaneous Goods

Food and Beverages

Furnishings, Equipment & Maintenance

Clothing & Footware

Communication

Recreation & Culture

Education

Restaurants & Hotels

Health

THE FRANCHISE JUNCTION 12J

The Franchise Co. have successfully and consistently delivered a positive dividend return towards their private investors of between 10 - 12% per annum since inception of their existing Private Equity Franchise Portfolio. South Africa inflation has hiked at 75% over the past decade (3.60% in 2006 towards 6.30% in July 2016, food cost prices hiked 360% over the past 6 years (2.4% in 2010 towards 11.2% in 2016). The average South African consumer still however spend approximately 56% of their monthly income within this sector.

Due to the management teams experience, expertise, resources, profile and bulk purchasing power, up to 80% of the risks the average franchisee/franchisor faces is mitigated.

0% 5% 10% 15% 20% 25% 30% 35% 40% 45%

FINANCE FOR FRANCHISEES

HIGH RENTAL

FRANCHISEES NOT MEETING STANDARDS

FINDING SKILLED& PROFESSIONAL EMPLOYEES

CONSISTENT GOOD SERVICE/CUSTOMER CARE

RUNNING COSTS

PRICING OF PRODUCTS

CASH FLOW

HIGH FRANCHISOR/ROYALTY FEES

BUSINESS/INDUSTRY EXPERIENCE

STAFF TRAINING

Mai

n C

hal

len

ges

Fac

ing

a F

ran

chis

or/F

ran

chis

ee

Due to the management team’s experience, expertise,resources, profile and bulk purchasing power, up to 80% of the risks the average franchisee/franchisor faces is mitigated.

2018

Page 16: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

25.00% +

20.00%

15.00%

10.00%

5.00%

0.00%

PER ANNUM

HIGH

CASH

6.90%

7.80%

9.60%

21.16%

17.10%

5.50%

14.80%

6.10%

25.00% +

BONDS AVERAGE BALANCED

FUND

THE FRANCHISE JUNCTION

12J VCC

US LISTED EQUITY

LOCAL LISTED EQUITY

PRIVATE EQUITY

PROPERTY TRADITIONAL VENTURE CAPITAL

CUMULATIVE RETURN

RISK PROFILE

TARGET RETURN

Moderate - High risk profile of the Company due to underlying portfolio being exposed to real growth assets which are not exposed to fluctuating listed equity. Secure capital due to quality management, safe guarding and retention of assets which are not exposed to fluctuating listed equity. Should markets, interest rates and inflation fluctuate over the medium to long term, investors can rest assure that the sector they are invested in, has proven that it is recession and inflation resistant. The average South African consumer spends up to as much as 56% of their income in the franchise sector, which sector contributes approximately 13% to the GDP of the country.

* Figures are net of taxes and fees are rounded off to the nearest 2 decimal places. Figures are shown based on the return profile on the ‘risk portion’ of the investment assuming a 45% marginal tax rate for the investor. Due to round-

ing, actual sums might vary slightly. Assumption is redemption of shares after 5 year SARS restricted term.Capitalisation of tax deduction is included at maturity.

2.36%29.20%

46.04%

62.87%

128.80%

INITIALINVESTMENT

TAXRECOUPMENT

NETINVESTMENT

DIVIDEND

SHAREGROWTH

MATURITY

TOTAL

YEAR START 1 2 3 4 MATURITY

-R1 000 000

R450 000

-R550 000

-R550 000

PER ANNUM

R68 000

R0

R68 000

25.76%

R68 000

R24 600

R92 600

IRR 21.16%

R68 000

R24 600

R92 600

R68 000

R24 600

R92 600

R68 000

R24 600

R820 000

R912 000

-R1 000 000

R450 000

-R550 000

R340 000

R98 400

R820 000

R708 400

TOTAL

Page 17: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

EVEREST WEALTH STRATEGIC INCOME PORTFOLIO

THE LAUDIAN GROUPPRIVATE EQUITY

The Laudian of companies have operated within the franchising sector for over a decade progressing from the Laudian group of companies to successfully acquiring a host of existing South African franchise outlets.

As of 2015, The Laudian group of companies have established an acquisition of various South African companies.

It is this continuous growth, coupled with our team's skills, knowledge, experience and networks that has established the Laudian group of companies as a significant force within the South African franchise sector, whilst simultaneously affording above-average returns on investment with the specifically established special purpose investment vehicles (SPV's).

Rated as one of the top 5 franchise operators in South Africa by applying its hands-on approach to management, with a strong focus on long term sustainability.

Offering stakeholders tangible value, whether it be financially, personally or in terms of growth opportunities.

Applying expertise in all areas of our business operations – from sourcing and managing franchises to selecting and inviting investors to be part of our success story.

Our corporate culture can be summarised in one word - growth. We are growing in company size, skills and franchises included in our portfolios. We stay well informed on all aspects of our industry and are flexible in our methods and procedures, to never hinder our culture of growth.

Page 18: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

Our actively involved management team consists of highly skilled members with decades of experience in business operations, management, funding and franchising. Their passion and knowledge form the cornerstones of our business - our most valuable resource.

We highly value our relationships with key influencers in the franchise industry. These long-term, independent relationships are based on respect and responsibility and allow us valuable insight into the South African franchise industry. By truly understanding market trends and continuously analysing potential business risks, we've built a reputation for being excellent at acquiring ideally located franchises at the best prices - maximising our returns - and ensuring our company's stability.

We strictly apply and adhere to the principles of good corporate governance and remain focused on ensuring ethical business operations and a solid infrastructure, whilst simultaneously maintaining our spirit and focus for growth through entrepreneurship.

We appoint only qualified, passionate employees and focus on skills development to ensure that our personnel aren't just dedicated to their positions, but also bring honest value to the relationships with all stakeholders.

Page 19: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

We highly value our registrations, memberships and association with respected industry bodies. We are accredited and compliant with, as well as endorsed by, all the regulatory and supporting organisations, providing our stakeholders with the peace of mind that we consistently deliver services and products of an international standard.

We spend a considerable amount of time resourcing and investigating potential franchise acquisitions. Apart from type, location and turnover, we weigh multiple factors to ensure that we always buy our franchises at the right time and at the right price. This requires industry expertise gained over many years, backed by business intuition that only comes with hands-on management.

Our board of directors and executive managers are experts in their respective fields - focussed on moving the company forward to become publicly recognised as one of the top-5 franchise management organisations in South Africa, whereafter our focus will naturally expand to include international strategies.

The board is accountable to shareholders for the strategic direction of the company and the pursuit of value creation. The team delegates the implementation of its strategy to the executive members, within a formal delegation framework.

Page 20: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

The investment term is a fixed five year term. A Handling fee of 10% for the amount withdrawn applies, should you decide to withdraw within the first 36 months.

Investors have a buy-back agreement by the company at the end of the five year term – at the full initial investment value.

Investors pay only 20% dividends tax (deducted by the company), instead of the much higher interest on investment.

Page 21: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

1Initials

Full Discretion Mandate Part OneEntered into between

Everest Wealth Management Proprietary Limited – DISCRETIONARY FUND MANAGER and The CLIENT(Company Registration No. 2002 / 004025 / 07) (“Everest”) – FSP 795, CAT I & II & IIA (Details captured in the Client Detail Schedule in Part Three)(Formerly known as Keymax Investments Proprietary Limited)

Explanatory note on contents:

This Mandate is divided into 7 parts, namely:

Part One – Setting out the parties and terms of this full discretion mandate; Part Two – Setting out the fees applicable; Part Three – Setting out the client details; Part Four – Setting out the terms of investment; Part Five – Setting out risk statements; Part Six – Setting out the financial needs assessment; Part Seven – Setting out the client’s investment objectives.

This Mandate is a full discretion mandate given by the Client to Everest and should be read in conjunction with any Standard Terms and Conditions. The Client and Everest agree to the following additional terms and conditions which are specifically relevant to this full discretion mandate.

By your signature at Part Three of this Mandate, you agree to all of the parts of this Mandate (including the Standard Terms and Conditions) and you hereby authorise us to manage your Investments in our sole and full discretion in order to achieve your investment objective set out in Part Seven. This Mandate is an unlimited mandate to act on your behalf in order to achieve the investment objective without it being necessary to obtain further authority or consent from you to affect any transaction in Investments in terms of the Mandate. For clarity, this authority includes the authority to sell or alienate any listed and/or unlisted securities you deposit with us. Note: Where applicable, all deletions and insertions must be initialled by the Client, as indicated by an *

I. Full Discretion Schedule

1.1 It is recorded that your investment objective is set out in Part Seven.

1.2 For applicable Management Account, Administrative and Foreign Investment Fees, please see Part Two.

II. FICA

DOCUMENTS TO BE ATTACHED TO CLIENT INFORMATION SCHEDULE AS PER FICA REQUIREMENTS:

IndividualCopy of Identity Document orCopy of Passport (if Non- Residential Client) andCopy of any account posted to residential address as confirmation of residential addressCopy of bank account details not older than 3 months

CCCopy of Founding StatementCurrent CK Forms/ Association AgreementResolution to mandate Everest and authorization for Representative to sign mandate and give instructions on accountCopy of ID of Authorised Representative If not regulated or listed, details of all members: Full Names; Residential Addresses; ID/Passport NumbersCopy of bank account details not older than 3 months

TrustA copy of the Trust DeedA copy of the authorization letter from the Master of the Supreme CourtResolution to mandate Everest and authorization for Representative to sign mandate and give instructions on accountCopy of ID of Authorised Representative Copy of bank account details not older than 3 months

CompanyCopy of Certificate of IncorporationCopy of Memorandum and Articles of AssociationResolution to mandate Everest and authorization for Representative to sign mandate and give instructions on accountCopy of ID of Authorised RepresentativeIf not regulated or listed, details of all directors: Full Names; Residential Addresses; ID/Passport NumbersCopy of bank account details not older than 3 months

PartnershipCopy of Partnership Agreement or ConstitutionCertified Power of Attorney signed by all members authorizing the Representative to sign and bind them in mandating and dealing with Everest and give instructions on accountCopy of ID of Authorised Representative Copy of bank account details not older than 3 months

AssociationsCopy of Articles of AssociationResolution to mandate Everest and authorization for the Representative to sign mandate and give instructions on accountCopy of ID of Authorised RepresentativeCopy of bank account details not older than 3 months

Syndicates/Clubs/Joint Ventures/Non-Profit Organisations/Funds Associations/any other legal bodiesCopy of Agreement or ConstitutionResolution to mandate Everest and authorization for the Representative to sign mandate and give instructions on accountCopy of ID of Authorised RepresentativeCopy of bank account details not older than 3 months

By your signature hereto in Part Three below, you acknowledge that you have been informed of the risks inherent in the Investments set out above and, where appropriate, have been handed copies of any specific risk disclosure documents published from time to time by specific financial markets. In addition, you accept that such risk may result in financial loss to you.

Page 22: EVEREST WEALTH SUCCESS BUILT IN A JOURNEY WELL SPENT. · Everest Wealth is a Discretionary Fund Management Firm established in 2002. Our objective is to offer quality investment advice

2

Initials

Fees Part Two The fees and commissions charged in terms of this Mandate are set out below. Such fees and commissions are accurate as at the date of issue of this Mandate;

Client Details Part Three

This Client Detail Schedule is part of the Mandate signed by the Client. Please complete all the information requested in this Client Detail Schedule. A lack of information may adversely affect the suitability of advice or quality of service we provide.

Title (Mr, Mrs, Miss, etc) Initials Surname

Full Names/Entity Name

Residential/Business Address

Postal Code

Postal Address

Postal Code

Identity/Registration Number Passport Number

SARS Tax Number

Date of Birth/Registration Nationality/Place of Business

Gender M F Relationship Status

Marriage Type (if applicable) In Community of Property Out of Community of Property

Telephone (H) Telephone (W)

Cell phone Email

Bank Details

Account Holder

Name of Bank Branch Code

Branch

Account Number

Account Type Transmission Savings Current Cheque

Non-resident Clients

Country of Residence/Business Date emigrated

Employment details

Employer

Occupation/Nature of Business

Employer Address

Postal Code

Source

Source of Income

Source of Funds

Have you ever been declared insolvent

By signing here the Client acknowledges that they have read, understood and agreed to each term of the Parts to this Mandate and confirms that this Part Three has been correctly populated, as at the date specified herein.

SIGNED AT ON THIS DAY OF YEAR

__________________________________________________

SIGNATURE OF CLIENT

Management fee 0% to 1% p.a.

Administration fee 0% to 0.5% p.a.

Performance fee 0% to 20% of profit

above 12% p.a. return (Quarterly calculated)

Brokerage0% to 0.25% per transaction

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Foreign Account Tax Compliance Act Declaration

Self-certification Declaration for Foreign Tax Compliance. The Foreign Account Tax Compliance Act (FATCA) is a new United States ("US") tax regulation aimed at preventing US citizens from evading tax. The objective of FATCA requires non-US financial institutions ("foreign financial institutions / FFIs") to identify and report all their US account holders, as well as entities under US control, and to provide the American Internal Revenue Service ("IRS") with information on their assets and income. FATCA requires client information to be reported directly to the IRS or via an inter-governmental agreement ("IGA"). The South African Government has entered into an IGA with the US and as such FFIs will be required to obtain information on US citizens in accordance with the IGA from 1 July 2014 and report such information to the South African Revenue Service ("SARS").

Title (Mr, Mrs, Miss, etc.) Initials Surname

First Name(s)

Identity number

Passport number

Foreign passport number

Country of residence

Country of birth

Please provide the name of all countries in which you are a resident for tax purposes and the associated Tax Reference Number(s) in the table below. If you are a US citizen or resident, please include "United States" along with your US Tax Identification Number(s) ("TIN"):

Country of Tax Residency Tax Reference / Identification Number

I understand and accept that if I am liable for tax in the US, to comply with FATCA, Everest will report details of my assets and income to the South African Revenue Service. I will immediately notify Everest in writing if my personal information changes. I confirm that I hold no other citizenship and/or residencies for tax purposes other than those disclosed in this declaration and I agree to inform Everest in writing, within 30 days, of any changes to my status. I hereby certify that the information provided in this self-certification declaration is complete and accurate.

SIGNED AT ON THIS DAY OF YEAR

__________________________________________________

SIGNATURE OF CLIENT

Terms of Investment Part Four

1. Definitions:

1.1 “Financial Products” means:

a) securities and instruments, including: (i). shares in a company other than a "share block company" as defined in the Share Blocks Control Act, 1980 (Act No. 59 of 1980); (ii). debentures and securitised debt; (iii). any money-market instrument; (iv). any warrant, certificate, and other instrument acknowledging, conferring or creating rights to subscribe to, acquire, dispose of, or

convert securities and instruments; (v). any "securities" as defined in section 1 of the Financial Markets Act, No. 19 of 2012;

b) a participatory interest in one or more collective investment schemes; c) a long-term or a short-term insurance contract or policy, referred to in the Long-term Insurance Act, 1998 (Act No. 52 of 1998), and the Short-term

Insurance Act, 1998 (Act No. 53 of 1998), respectively; d) a benefit provided by:

(i). a pension fund organisation as defined in section 1(1) of the Pension Funds Act, 1956 (Act No. 24 of 1956), to the members of the organisation by virtue of membership; or

(ii). a friendly society referred to in the Friendly Societies Act, 1956 (Act No. 25 of 1956), to the members of the society by virtue of membership;

e) a foreign currency denominated investment instrument, including a foreign currency deposit; f) a deposit as defined in section 1(1) of the Banks Act, 1990 (Act No. 94 of 1990); g) a health service benefit provided by a medical scheme as defined in section 1(1) of the Medical Schemes Act, 1998 (Act No. 131 of 1998); h) any other product similar in nature to any financial product referred to in paragraphs (a) to (g) of, inclusive, declared by the registrar, after

consultation with the Advisory Committee, by notice in the Gazette to be a financial product for the purposes of the Financial Advisory and Intermediary Services Act, 2002 (Act No.37 of 2002);

i) any combined product containing one or more of the financial products referred to in paragraphs (a) to (h), inclusive; j) any financial product issued by any foreign product supplier and marketed in the Republic and which in nature and character is essentially

similar or corresponding to a financial product referred to in paragraphs (a) to (1), inclusive;

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1.2. “financial service” means any service contemplated in 1.1 paragraph (a), (b) or (c) of the definition of "financial services provider", including any category of such services;

1.3. “Financial Sector Regulation Act” means the Financial Sector Regulation Act, 2017 (Act No. 7 of 2017); 1.4. “Financial Services Provider-FSP” means any person, other than a representative, who as a regular feature of the business of such person –

a) furnishes advice; or b) furnishes advice and renders any intermediary service; or c) renders an intermediary service;

1.5. “Approved nominee company” a nominee company of any depositary institution or central securities depository registered or licensed in terms of the Custody and Administration of Securities Act, 1992 (Act No. 85 of 1992), or of any bank registered or licensed in terms of the Banks Act, 1990 (Act No. 94 of 1990); or an administrative FSP’s independent nominee, in the case of a FSP who deals through an administrative FSP;

1.6. “Financial Advisory and Intermediary Services Act-FAIS”, means Financial Advisory and Intermediary Services Act, 2002 (Act No.37 of 2002)”

1.7. “Financial assets” means all assets local and foreign defined in clauses 1.1, 1.8 and 1.9 plus cash, money market investments being money on call, fixed period deposits, investments in Negotiable Certificates of deposits, etc.

1.8. “Unlisted financial products” means Contract for Difference (“CFD's”), a form of derivative trading, which instruments are not regulated by the Financial Sector Conduct Authority under current legislation.

1.9. “Unlisted / Listed private equity fund / shares and instruments” means a managed pool of capital that has as its principle business the making of equity, equity orientated or equity related investments primarily in unlisted companies or ventures or en-commandite partnerships to earn income or capital gains;

1.10. “administrative FSP” means a FSP, other than a discretionary FSP - (a) that renders intermediary services in respect of financial products referred to in paragraphs (1.1) (a), (b), (c) (excluding any short-term insurance contract or policy referred to therein), (d) and (e), read with paragraphs (h), (l) and (j) of the definition of “financial product” in section l(1) of the Act, on the instructions of a client or another FSP and through the method of bulking;

1.11. “discretionary FSP” means an FSP that renders intermediary services of a discretionary nature as regards the choice of a particular financial product referred to in the definition of “administrative FSP”, but without implementing any bulking; and

1.12. “leverage” means any position in which the delta factor would be less than -1 or greater than 1; or a position in which the nominal exposures to assets in the portfolio is less than nil or more than 100% of the market value of the portfolio.

2. The Client hereby authorises the Discretionary FSP: 2.1. to manage or advise on or administer investments in listed and/or unlisted financial assets, and in this regard have granted a full discretion to the

Discretionary FSP after signing this Agreement; 2.2. to enter into a client agreement on behalf of the Client in accordance with the requirements of any licensed Financial Exchange and/or licensed Stock

Exchange and/or Approved nominee company and/or unlisted Company, with such members of those Exchanges and/or Companies as the Discretionary FSP may determine; and

2.3. to instruct any member of a licensed Financial Exchange and/or licensed Stock Exchange and/or Approved nominee company and/or unlisted Company to deal on any of those Exchanges and/or Company on the Client`s behalf in any listed and/or unlisted financial instrument as well as listed and/or unlisted securities and/or financial assets and/or financial products, at the Discretionary FSP`s discretion;

3. Any investments and/or listed financial assets held on behalf of the Client in safe custody, shall be registered for the benefit of the Client in the name of the selected nominee company. This excludes investments in Section 12J Companies which must be registered in tax entities name, except if the client can provide a tax clearance certificate.

4. Safe Custody and the handling of financial assets

4.1. The Client will sign a mandate form with the Discretionary FSP who will operate a managed account on behalf of the Client; 4.2. Any investment for the Client in financial products will be done through an approved nominee company of an authorised FSP or a licensed Trust Account or

any member of a licensed exchange or any depositary institution or central securities depository registered or licensed in terms of the Custody and Administration of Securities Act, 1992 (Act No. 85 of 1992), or of any bank registered or licensed in terms of the Banks Act, 1990 (Act No. 94 of 1990) or unlisted Private Equity or Venture Capital Company and only after the Client has signed a mandate form with the Discretionary FSP;

4.3. The Discretionary FSP will not handle funds and securities or financial assets on behalf of the Client; 4.4. The approved nominee company of an authorised FSP or licensed Trust Account or any member of a licensed exchange or any depositary institution or

central securities depository registered or licensed in terms of the Custody and Administration of Securities Act, 1992 (Act No. 85 of 1992), or of any bank registered or licensed in terms of the Banks Act, 1990 (Act No. 94 of 1990) will be handling all funds and securities and financial products of the Client as prescribed by the FAIS act (Act No.37 of 2002);

4.5. Where applicable, all cash received (including interest and dividends) will accrue to and be paid annually to the account of the Client and will be held by the approved nominee company in a trust account or in a licensed Trust Account or in the Client`s own trust account at the approved nominee company in accordance with the provisions of the FAIS Act (Act No.37 of 2002).

4.6. The discretionary FSP may, in order to render an intermediary service to the client, utilise the services of its own staff or that of another authorised FSP.

5. The Client confirms that the Client has: 5.1. Decided on the following approved nominee company and licensed Trust Account to operate a managed account on Client`s behalf in terms of the rules

and conditions of the FAIS act (Act No.37 of 2002): First World Trader Nominees (RF) (Pty) Ltd. 5.2. Signed a mandate form with the Discretionary FSP authorising such approved nominee company or licensed Trust Account to operate a managed account

as defined under the rules of the FAIS Act and has been signed on behalf of the Client; 5.3. Authorised the Discretionary FSP to deposit for the Client`s account with approved nominee company, or licensed Trust Account, all funds and/cash

received and/or dividends and/or interest received arising from the operation of Client` account; 5.4. Authorised the Discretionary FSP to withdraw from Client`s account such amounts as are required from time to time to pay for securities or financial

products/assets purchased on Client`s behalf and to effect such payments as is strictly necessary in the operation of the managed account, including fees payable to the Discretionary FSP in terms of this agreement.

6. The Discretionary FSP shall be remunerated as follows: The remuneration of the Discretionary FSP will be transparent as Section 1 point 3. This will ensure that the Client will be aware of the fee structure of the Discretionary FSP before he signs the Agreement. 6.1. any fees recovered from the Client on investments in financial products will be on the basis agreed upon up front, before signing the agreement and will

form part of the fee structure schedule (Section 1 point 3) that will form part of this Agreement. 6.2. for the purposes of this mandate the Discretionary FSP is entitled to receive commission, incentives, fee reductions or rebates from an authorised,

collective investment scheme, member of a licensed exchange or approved nominee company for placing the Client’s funds with them. 7. The Discretionary FSP shall be entitled to recover,

at the end of the month the remuneration referred to in paragraph 6 above from amounts held in trust by the approved nominee company in terms of the Client`s mandate with the approved nominee company.

8. The Discretionary FSP will, in liaison with the approved nominee company see to it that the Client is furnished with the following documentation: 8.1. a Quarterly statement of account reflecting all transactions and cash flow in the account if the Client; 8.2. a monthly scrip statement reflecting the holdings of securities or financial products being held by the approved nominee company on behalf of the Client; 8.3. Clients invested in the money market at an approved nominee company will receive a monthly statement reflecting all movements and interest earned

during the month; 8.4. an investment statement reflecting the valuation of the investment;

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8.5. all standard documentation from SAFEX or BESA or Approved Nominee Company on investments in financial products. Such documentation will be furnished by the Approved nominee company who is also a member of SAFEX or BESA or Approved nominee company with whom the Client has signed the mandate mentioned in paragraph 5.1 above;

8.6. a quarterly statement prepared by the Discretionary FSP summarising the Client`s position including opening balance, cash flow, net income, final market value and an actuarial calculation of investment performance. This special summary will be prepared on instruction of the directors of the Discretionary FSP and made available by the discretionary FSP through electronic means, such as the Internet or a facsimile service, on a continuous basis.

8.7. Private Equity Funds – the discretionary FSP will quarterly review the performance of the private equity fund and will provide an investment report detailing the fund’s performance, activities and the value of the Client’s investment in the fund.

8.8. Although the discretionary FSP is to obtain and transmit to a client any information which a relevant product supplier must disclose in terms of any law, the client hereby specifically requests the discretionary FSP not to provide such information

9. Voting Rights The Discretionary FSP shall not be responsible for the Client in respect of voting rights or for exercising voting rights in respect of the Client's investments unless specifically directed in writing by the Client.

10. Amendment of this agreement Any amendment of any provision of this Agreement shall be in writing and shall be by means of a Supplementary or New Agreement between the Parties.

11. Termination of Agreement This agreement may be terminated by the Client or by the Discretionary FSP after notice in writing of sixty days (60), to the other party given in accordance with the provisions of Clause 14 below. This mandate shall terminate forthwith upon the Discretionary FSP ceasing to be an approved investment or administration manager, whereupon the Discretionary FSP shall account to the Client forthwith. The Discretionary FSP shall not initiate any market transaction in any investment or listed financial instrument or financial products on behalf of the Client after notice of termination has been received or given by the Discretionary FSP. It is recorded that any transaction initiated on behalf of the Client prior to receipt of notice of termination shall be completed.

12. Acknowledgement of risks in investing in financial markets The Client acknowledges that he/she has been made aware by the Discretionary FSP of the risks pertaining to investment in listed and/or unlisted securities or financial products, that is in the buying and selling of listed and unlisted financial securities, unit trusts and financial products/assets, as referred to in the risk disclosure issued by the individual financial exchanges from time to time in relation to specific financial markets, which risk disclosure documents are available for perusal by the Client at the approved nominee company referred to in Clause 5.1 above. The client acknowledges that he accepts such risks, which may result in financial loss to the Client and will not hold the Discretionary FSP responsible therefore. The Client also acknowledges that the Discretionary FSP has made him/her aware that the portion of his/her investment held in cash in any money market account with the approved nominee company is of a risk-free nature. The investment objective and Restrictions:

Where the Client has selected an investment objective, as the case may be, the Discretionary FSP will endeavour, but not be obliged, to manage the investment so that it adheres to the investment objective.

Unless the Agreement specifies any jurisdiction restrictions or particular investments or types of investments which the Discretionary FSP may not acquire for the account of the Client or recommend to Client or deal for the account of the Client, the Discretionary FSP shall be entitled to invest in any jurisdiction and manage, deal in for or recommend to the Client any investments which the Discretionary FSP reasonably believes are suitable for the Client subject to any investment restrictions or objectives contained in the Agreement.

13. The Discretionary FSP shall not in its capacity as a FSP be entitled to, and undertakes not to, take a position against the Client, or to sell for its own account any listed financial instrument or financial products owned by it to the Client.

14. Domicilium citandi et executandi The Parties hereby designate as their domicilium citandi et executandi for all purposes of this Agreement, the following addresses as per Section 1.

15. This Agreement will only become of force and effect on both Parties signing this Agreement: Provided that where any Party signs at a later time or date than the other, such signing must be effected within a period of fourteen days of the date of the signature of the former Party. A signature on a faxed copy will be binding on both Parties.

Risk Factors Part Five 1. Value of Investments

The value of investments in the investment may fall as well as rise and income from such investment may fluctuate in value. 2. Exchange Rate Risk

A movement of exchange rates may affect, unfavourably as well as favourably, any gain or loss on an investment. 3. Warrants

The Discretionary FSP may affect transactions in warrants. Warrants often involve a high degree of gearing so that a relatively small movement in the price of the security to which the warrant relates may result in a disproportionately large movement, unfavourable as well as favourable, in the price of the warrant.

4. Investments for which the Market is Restricted The Discretionary FSP may affect transactions in investments for which a market is made by less than three independent market makers, one of whom might be a connected company.

5. Derivatives Risk Warning Notice The Agreement does not disclose all of the risks and other significant aspects of derivatives products such as futures, options, and contracts for differences. The Client should not deal in derivatives unless the Client understands the nature of the contract the Client is entering into and the contract is suitable for the Client in the light of the Client's circumstances and financial position. Certain strategies, such as a "spread" position or a "straddle", may be as risky as a simply "long" or "short" position. Whilst derivative instruments can be utilised for the management of investment risk, some investments are unsuitable for many investors. Different instruments involve different levels of exposure to risk, and in deciding whether to trade in such instruments the Client should be aware of the following points.

6. Futures

Transactions in futures involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some cases to settle the Client's position with cash. They carry a high degree of risk. The "gearing" or "leverage" often obtainable in futures trading means that a small deposit or down payment can lead to large losses as well as gains. It also means that a relatively small market movement can lead to a proportionately much larger movement in the value of the Client's investment, and this can work against the Client as well as for the Client. Futures transactions have a contingent liability, and the Client should be aware of the implications of this, in particular the margining requirements, which are set out in paragraph 13 below.

7. Buying Options

Buying options involves less risk than selling options because, if the price of the underlying asset moves against the Client, the Client can simply allow the option to lapse. The maximum loss is limited to the premium, plus any commission or other transaction charges. However, if the Client buys a call option on a futures contract and later exercises the option, the Client will acquire the future. This will expose the Client to the risks described under paragraphs 6 and 13 of this Appendix

8. Writing Options If the Client writes an option, the risk involved is considerably greater than buying options. The Client may be liable for margin to maintain the Client's position and a loss may be sustained will in excess of any premium received.

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By writing an option, the Client accepts a legal obligation to purchase or sell the underlying asset if the option is exercised against the Client, however far the market price has moved away from the exercise price. If the Client already owns the underlying asset, which the Client has contracted to sell (known as "covered call options") the risk is reduced. If the Client does not own the underlying asset (known as "uncovered call options") the risk can be unlimited. Only experienced persons should contemplate writing uncovered options, and then only after securing full details from the Discretionary FSP of the applicable conditions and potential risk exposure.

9. Traditional Options Certain South African Stock Exchange firms under special exchange rules write a particular type of option called a “traditional option”. These may involve greater risk than other options. Two-way prices are not usually quoted and there is no exchange market on which to close out an open position or to affect an equal and opposite transaction to reverse an open position. It may be difficult to assess its value or for the seller of such an option to manage its exposure to risk. Certain options markets operate on a margined basis, under which buyers do not pay the full premium on their option at the time they purchase it. In this situation the Client may subsequently be called upon to pay margin on the option up to the level of its premium. If the Client fails to do so as required, the Client's position may be closed or liquidated in the same way as a futures position.

10. Contracts for Differences Futures and options contracts can also be referred to as a Contract for Differences. These can be options and futures on the JSE/FTSE-OVER index or any other index, as well as currency and interest rate swaps. Unlisted financial products are defined in Section 2 para 1.9. However, unlike other futures and options, these contracts can only be settled in cash. Investing in a contract for differences carried the same risks as investing in a future or an option and the Client should be aware of these as set out in paragraphs 6 - 9 of this Appendix inclusive. Transactions in contracts for differences may also have a contingent liability and the Client should be aware of the implications of this as set out in paragraph 13 below.

11. Off Exchange Transactions While some off-exchange markets are highly liquid, transactions in off-exchange or "non-transferable" derivatives may involve greater risk than investing in on-exchange derivatives because there is no exchange market on which to close out an option position. It may be impossible to liquidate an existing position, to assess the value of the position arising from an off-exchange transaction or to assess the exposure to risk. Bid and offer prices need not be quoted, and, even where they are, they, will be established by dealers in these instruments and consequently it may be difficult to establish what is a fair price.

12. Foreign Markets Foreign markets will involve different risks to South African markets. In some cases, the risks will be greater. On request, the Discretionary FSP will provide an explanation of the relevant risks and protections, (if any), which will operate in any relevant foreign markets, including the extent to which the Discretionary FSP will accept liability for any default of a foreign broker through whom the Discretionary FSP deals. The potential for profit or loss from transactions on foreign markets or in foreign denominated contracts will be affected by fluctuations in foreign exchange rates.

13. Contingent Liability Transactions Contingent liability transactions, which are margined, require the Client to make a series of payments against the purchase price, instead of paying the whole purchase price immediately. If the Client trades in futures, contracts for differences or sell options the Client may sustain a total loss of the margin the Client deposits to establish or maintain a position. If the market moves against the Client, the Client may be called upon to pay substantial additional margin at short notice to maintain the position. If the Client fails to do so within the time required, Client's position may be liquidated at a loss and the Client will be liable for any resulting deficit. Even if a transaction is not margined, it may still carry an obligation to make further payments in certain circumstances over and above any amount when the Client entered the contract. Contingent liability transactions, which are not traded on or under the rules of a recognised or designated investment exchange, may expose the Client to substantially greater risks.

14. Collateral If the Client deposits collateral as security with the Discretionary FSP, the way in which it will be treated will vary according to the type of transaction and where it is traded. There could be significant differences in the treatment of the Client's collateral depending on whether the Client is trading on a recognised or designated investment exchange, with the rules of that exchange (and associated clearing house) applying or trading off exchange. Deposited collateral may lose its identity as the Client's property once dealings on the Client's behalf are undertaken. Even if the Client's dealings should ultimately prove profitable, the Client may not get back the same assets, which the Client deposited and may have to accept payment in cash. The Client should ascertain from the Discretionary FSP how the Client's collateral would be dealt with.

15. Commissions The Client should require of the Discretionary FSP prior to the commencement of trading details of all commissions and other charges for which the Client will be liable. If any charges are not expressed in money terms (but, for example, as a percentage of contract value), the Client should obtain a clear written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms. In the case of futures, when commission is charged as a percentage, it will normally be as a percentage of the total contract value, and not simply as a percentage of the Client's initial payment.

16. Suspensions of Trading Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading is suspended or restricted. Placing a stop-loss order will not necessarily limit the Client's losses to the intended amounts, because market conditions may make it impossible to execute such an order at the stipulated price.

17. Clearing House Protections

On many exchanges, the performance of a transaction by the Discretionary FSP (or the third party with whom it is dealing on the Client's behalf) is "guaranteed" by the exchange or its clearinghouse. However, this guarantee is unlikely in most circumstances to cover the Client and may not protect the Client if the Discretionary FSP or another party defaults on its obligations to the Client. On request, the Discretionary FSP will explain any protection provided to the Client under the clearing guarantee applicable to any on-exchange derivatives in which the Client is dealing. There is no clearinghouse for traditional options, nor normally for off-exchange instruments, which are not traded under the rules of a recognised or designated investment exchange.

18. Insolvency The Discretionary FSP’s insolvency or default, or that of any brokers involved with the Client's transaction, may lead to positions being liquidated or closed out without the Client's consent. In certain circumstances, the Client may not get back the actual assets which the Client's lodged as collateral and the Client may have to accept any available payment in cash. On request, the Discretionary FSP will provide an explanation of the extent to which the Discretionary FSP will accept liability for any insolvency of, or default by, other brokers involved with the Client's transactions.

19. Private Equity Funds Private equity refers to shareholder capital invested in private companies, as distinguished from publicly listed companies. Private equity funds are generally investment vehicles that invest primarily in enterprises which are not listed on a licenced exchange. Before investing in a private equity fund, the following must inter alia be considered: (a) The private equity fund’s investment strategy and objectives, investment and borrowing powers, restrictions and associated risks (including types and sources

of leverage); (b) The procedures by which the investment strategy and policy of the private equity fund may be changed; (c) Details about the valuator, auditor, administrator of the private equity fund and any other service providers, and a description of the duties of these service

providers; (d) Details about the fund’s rights in case of contractual breach by the private equity fund or its service providers; (e) Safeguarding of the private equity fund’s assets;

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(f) The liquidity risk management of the private equity fund and the liquidity requirements and liability profile of the fund and how fair treatment is ensured across all investors;

(g) The management fees, performance fees and any initial charges or early redemption fees charged by the private equity fund; and (h) The responsible person’s risk and compliance management policies and procedures and whether those responsible for ensuring compliance with the policies

and procedures have sufficient independence from those managing the assets of the private equity fund. The discretionary FSP endorsed and adopted the International Private Equity and Venture Capital (“IPEV) Valuation Guidelines which set out recommendations, intended to represent current best practice on the valuation of private equity investments. Fair value is the best measure of valuing private equity portfolio companies and investments in private equity funds;

(i) The initial restricted term of 36 months that will normally apply to these investments; (j) The potential for an early exit penalty to be applied; (k) The notice period required to withdraw funds; (l) The potential for arear tax penalties to apply for withdrawal of funds prior to 36 months of investment;

20. The hedge fund FSP risk disclosures The risks and characteristics contained in this schedule and outlined immediately hereunder represent some of the more general risks and characteristics prevalent in hedge fund portfolios. The list below should not be seen as exhaustive. As more risks and characteristics are identified that were not initially mentioned in this schedule, then such risks and characteristics will, as they become prevalent, be included herein. 20.1. Investment strategies may be inherently risky

Hedge fund strategies may include leverage, short-selling and short-term investments. In addition, hedge fund portfolios often invest in unlisted instruments, low-grade debt, foreign currency and other exotic instruments. All of these expose investors to additional risk. However, not all hedge fund managers employ any or all of these strategies and it is recommended that investors consult their advisers in order to determine which strategies are being employed by the relevant manager and which consequent risks arise.

20.2. Leverage usually means higher volatility Hedge fund managers may use leverage. This means that the hedge fund manager borrows additional funds, or trades on margin, in order to amplify his investment decisions. This means that the volatility of the hedge fund portfolio can be many times that of the underlying investments. The degree to which leverage may be employed in any given hedge fund portfolio will be limited by the mandate the client has with the manager. The limits laid down by the mandate should be carefully reviewed in making an investment decision.

20.3. Short-selling can lead to significant losses Hedge fund managers may borrow securities in order to sell them short, in the hope that the price if the underlying instrument will fall. Where the price of the underlying instrument rises, the client can be exposed to significant losses, given that the manager is forced to buy securities (to deliver to the purchaser under the short sale) at high prices.

20.4. Unlisted instruments might be valued incorrectly Hedge fund managers may invest in unlisted instruments where a market value is not determined by willing buyers and sellers. The hedge fund manager may have to estimate the value of such instruments, and these estimates may be inaccurate, leading to an incorrect impression of the fund’s value. Investors should ensure that the objective valuations are performed for all instruments in a portfolio and that the manager utilises the services and of a competent administrator.

20.5. Fixed income instruments may be low-grade Hedge fund managers may invest in low-grade bonds and other fixed interest investments. These investments are more likely to suffer from defaults on interest or capital. They are also more likely to have volatile valuations when the market changes its view on credit risk. The mandate should also limit the extent (i.e. the lowest acceptable rating and maximum percentage exposure) to which low grade debt can be acquired by the client. Investors should review the mandate to gain an appreciation of the maximum possible exposure applicable to the relevant mandate.

20.6. Exchange rates could turn against the fund A hedge fund manager might invest in currencies other than the base currency. For example, a South African hedge fund manager might invest in UK or US shares. The portfolio is therefore exposed to the risk of the rand strengthening or the foreign currency weakening.

20.7. Other complex investments might be misunderstood In addition to the above, hedge fund managers might invest in complex instruments such as, but not limited to futures, forwards, swaps, options and contracts for difference. Many of these will be derivatives, which could increase volatility. Many will be “over-the-counter”, which would increase counterparty risk. Many exotic instruments may also be challenging for the manager to administer and account for properly. Investors should enquire into how these instruments are objectively and independently valued.

20.8. The client may be caught in a liquidity squeeze Given their often short term nature, hedge fund managers need to be able to disinvest from or close certain positions quickly or efficiently. But market liquidity is not always stable, and if liquidity were to decrease suddenly, the hedge fund manager might be unable to disinvest from or close such positions rapidly or at a good price, which may lead to losses.

20.9. The prime broker or custodian may default Hedge fund managers often have special relationships with so-called “prime” brokers. These are stock-brokers that provide the required leveraging and shorting facilities. Prime brokers usually require collateral for these facilities, which collateral is typically provided using assets of the relevant client, and consequently such collateral might be at risk if the prime broker were to default in some way. A similar situation could occur with the custodian of the client’s funds.

20.10. Regulations could change Legal, tax and regulatory changes could occur during the term of the investor’s investment in a hedge fund portfolio that may adversely affect it. The effect of any future legal, tax and regulatory change or any future court decision on a hedge fund portfolio could be substantial and adverse.

20.11. Past performance may be theoretical Hedge fund portfolios are on occasion marketed using theoretical or paper track records. Past performance is seldom a reliable indicator of future performance. Theoretical past performance is often an even less reliable indicator, and investors should place a lower significance on these.

20.12. The manager may be conflicted The hedge fund manager might be managing other hedge fund portfolios or other traditional investment funds. The investor should ensure that sufficient controls are in place to manage any conflicts of interest between the different funds.

20.13. The other differences in hedge fund portfolios 20.13.1. Hedge fund structures are often complex

As mentioned above, hedge funds structures are not fully regulated and they are often housed in legal structures not originally meant for pooled funds, for example, partnerships and companies. Given the many risks listed above, investors need to ensure that any structure is robust enough to contain any unlimited losses.

20.13.2. Manager accountability may be vague

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Hedge fund portfolios are often managed by specific individuals and investors should ensure the sufficient controls are in place for the times when the manager is being covered for by colleagues. In addition, a hedge fund structure (for example, a fund of funds) and its managers or advisors may rely on the trading and/or investing expertise and experience of third-party managers or advisors, the identity of which may not be disclosed to investors. This constitutes an additional risk for investors, which they must take into account.

20.13.3. Fees might be high Hedge fund structures fees may be significantly higher than the fees charged on traditional investment funds. Investments should be made only where the potential returns justify the higher fees.

20.13.4. Fees might be performance-based Hedge fund manager’s fees are usually performance-based. This means that the managers typically get a higher fee when their portfolios outperform specified performance targets, which might lead to riskier positions being taken. Investors need to ensure that performance fees allow for a fair sharing of both the good and the bad.

20.13.5. Transaction costs might be high Given the often short term nature of investment positions, hedge fund portfolios are often traded more aggressively. This implies more stock-broking commission and charges being paid from the portfolio, which is ultimately for the client’s account. Again investments should be made only where the potential returns make up for the costs.

20.13.6. Transparency may be low A hedge fund manager’s performance is often the result of unique proprietary strategies or contrarian investment positions. For obvious reasons, managers will want to keep these confidential. Managers are therefore less likely to disclose trades to their investors, and holdings might be disclosed only in part or with significant delay

20.13.7. Dealing and reporting might be infrequent A hedge fund manager’s performance can often be disturbed by irregular cash flows into or out of the hedge fund structure. For this reason, hedge funds managers often limit the frequency of investments and withdrawals. Similarly, the manager may choose to report infrequently on performance and other statistics. Investors should ascertain, prior to investing, the nature and frequency of reporting.

20.13.8. Withdrawals might not be easy As mentioned above, the frequency of withdrawals might be limited to monthly or quarterly dates. In addition, the manager may impose notice periods or lock-ins in order to ensure that he has the necessary time for his investment positions to deliver their desired results.

21. Section 12J Venture Capital Company Ordinary shares 21.1. The shares are unlisted and are not readily marketable and should be considered to be a risk-capital investment. 21.2. Risk factors which may cause the venture capital company’s actual results, performance or achievements to be materially different from any future results,

performance or achievements expressed or implied by it in the forward-looking statements include, but are not limited to, economic decline. 21.3. The venture capital company regime is subject to a sunset clause terminating on 30 June 2021. 21.4. Venture capital investments are speculative by their very nature and include but is not limited to uncertainty of future conditions or outcomes, legislative

changes in respect of section 12J of the Income Tax Act, credit risk; interest rate risk; operational risk; liquidity risk; capital risk and economic, governmental, fiscal and political risk.

21.5. However, the venture capital company has incorporated several procedures that mitigate the risks referred to such as: 21.5.1. The tax deductibility of the amount invested in the tax year of investment; 21.5.2. The experience of the Investment Committee and the Manager in selecting, structuring and managing investments; 21.5.3. The stringent investment criteria applied by the Investment Committee; 21.5.4. The diversification of the portfolio of the equity investments; and 21.5.5. Post-investment management and monitoring by the Manager, utilizing the expertise of the Manager.

Risk Profile and Financial Needs Assessment Part Six This assessment relies on your intention to invest in a recommended portfolio because you have funds available to do so. It does not calculate whether the portfolio is appropriate in the context of your total financial position and should not be viewed as a substitute for a holistic needs analysis conducted by a registered financial planner. If you are uncertain as to whether the portfolio is appropriate in the context of your total financial position, then we recommend that you seek the advice of a registered financial planner. By your signature below, you confirm that you are willing and able to withstand the risk of capital loss associated with the recommended portfolio.

Risk Profile 1. Which age group do you fall into? 2. Expected investment horizon? > 60 (2) < 3 years (3) 40 – 60 (4) 3 – 5 years (6)

< 40 (5) 6 – 10 years (12)

> 10 years (15)

3. What is your current investment experience? Inexperienced investor: I have limited investment experience and knowledge and require guidance from investment, and asset managers as well as

financial advisors. (1)

Moderately experienced investor: I have reasonable investment experience and knowledge and have an interest in financial markets. I maintain investments with a variety of providers but still require guidance.

(4)

Experienced investor: I have a high level of investment experience and knowledge. I have invested in financial markets for a number of years and actively participate in how my investments are managed.

(5)

4. Which of the following best represent your perceived investment objective? 5. What percentage of my total assets does my intended investment represent? Capital Preservation (5) 0 – 30% (25) A regular stream of stable income (10) 31 – 60% (20) A combination of both income and capital growth (15) 61 – 90% (15) Achieve sustainable long term capital growth (20) > 90% (5) High capital appreciation (25)

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6. What is your attitude towards putting capital at risk? 7. Do you have other liquid assets to supplement your income? I am a very conservative investor. (3) No. (3) I am cautious about putting capital at risk in the medium term. (6) Yes, but for less than 6 months. (6)

I am comfortable putting capital at risk to achieve higher returns in the medium term (12) Yes and for more than 6 months. (12)

I am comfortable putting large portions of my capital at risk to maximise returns in the medium term. (15)

8. How will your salary grow in the next 3 years? 9. In a year, how far would the value of your portfolio have to fall before you became concerned? My salary will decline. (2) I would not become concerned as I am a long tern investor (20)

My salary will remain the same. (6) Not more than 5% (8)

My salary will increase. (10) Not more than 10% (12) I don’t earn a salary. (6) Not more than 15% (16)

I’m sensitive to any capital movements. (4) 10. If you invested R 1 000 000 today to be managed and in 6 months the value was R 800 000 - what would you do? I would withdraw my funds as I cannot afford to put further capital at risk. (4) Nothing as I am a long term investor and understand that a correctly managed portfolio will deliver a return on investment in the medium to long term (16)

I would invest further because the market evidences an even better proposition today than it did before. (20) 11. What annual rate of income do you require from your investment? (i.e. How much income do you wish to withdraw from your investment on an annual basis?) > 8% (4) Approximately 8% (8)

Approximately 5% (12)

Approximately 3% (16)

I do not require an annual income. (20)

The aim of this assessment is to ensure that you are able to assume an appropriate level of risk in order to achieve your investment objectives. We navigate this risk/reward relationship through the use of asset allocation which entails increasing exposure to conservative asset classes, such as bonds and cash, to reduce the risk/reward relationship and increasing exposure to aggressive asset classes, such as equities, to increase the risk/reward relationship.

36 – 70 71 – 119 120 – 139 140+

Low Equity Medium Equity High Equity Equity Only

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Investment Objective Part Seven Please note that the applicable investment solution that we have recommended in terms of your Suitability Score defines your investment objective in terms of what is stated below. Your investments will be managed within the broad framework defined by the relevant portfolio unless you have selected a completely bespoke portfolio. You will note that each portfolio helps to define the universe within which your portfolio will be managed while still remaining bespoke in nature.

Strategic Income Portfolio

This is a moderate risk profile portfolio with an investment objective of achieving a High level of income and low level of capital growth over the long term. This portfolio may be invested in (but not limited to) listed property, listed and unlisted equities, preference shares, fixed interest instruments, as well as participatory interests in selected collective investment schemes. Asset allocation within this portfolio does not align with Regulation 28 of the Pension Funds Act.

Local Growth Portfolio

This is a higher risk profile portfolio with an investment objective of achieving long term capital growth and a degree of income. This portfolio may be invested in (but not limited to) listed property, listed and unlisted equities, preference shares, fixed interest instruments, as well as participatory interests in selected collective investment schemes. Asset allocation within this portfolio does not align with Regulation 28 of the Pension Funds Act.

International Growth Portfolio

This is a global portfolio focused on generating real positive total returns over a rolling 5 year period. It may be invested in (but not limited to) a variety of global instruments including equities (listed and unlisted), derivatives, bonds, ETFs and cash. Asset allocation within this portfolio does not align with Regulation 28 of the Pension Funds Act.

Section 12J Portfolio

This is a higher risk profile portfolio with an investment objective of achieving long term capital growth and a degree of income as well as a tax deduction in terms of Section 12J of the South African Income Tax Act 58 of 1962. This portfolio will be invested into an approved 12J Venture Capital Company, public or private.

Regulation 28 Growth Portfolio

This is a higher risk profile portfolio with an investment objective of achieving long term capital growth and a degree of income. This portfolio may be invested in a variety of local and international instruments including (but not limited to) listed property, listed and unlisted equities, preference shares, fixed interest instruments, as well as participatory interests in selected collective investment schemes. Asset allocation within this portfolio will align with Regulation 28 of the Pension Funds Act.

By your signature hereunder, you agree that the contents hereof are a true reflection of your current financial situation, investment experience and particular needs and objectives. You further instruct us to invest your funds in accordance with the broad guidelines of the portfolio identified above. If your selected investment objective does not correspond with our recommendation, you confirm in terms of your signature below that you have been made aware of this and appreciate the consequent risk of your selection.

SIGNED AT ON THIS DAY OF YEAR

__________________________________________________

SIGNATURE OF CLIENT

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