S O M E T H I N G T O L E A N O N

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I n t e g r a t e d A n n u a l R e p o r t

Copywriting and editing by Capacitate Social Solutions ~ www.capacitate.co.za

Design and layout by One Hundred Percent design and marketing ~ www.onehundredpercent.co.za

Artwork for this annual report was commissioned by Ditikeni from the artist Reuben Mpangane

of Kabokweni, Mpumalanga ~ Email: nketlane@yahoo.com | Mobile: 082 315 6262

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As South Africans tighten their seatbelts in response to an increasing sense of volatility in the country, we at Ditikeni remain steadfast in our pursuit of building something dependable for our eighteen remarkable shareholders to lean on. In the face of economic instability, elevated policy uncertainty and the diminishing pool of development funds available, we strive to grow an endowment on behalf of our shareholders. This will provide them with the sustainable level of financial support that they deserve in order to focus on delivering their quality social development programmes. The Ditikeni Board is pleased to report a good financial performance during the year ended February 2016. All noteworthy indicators reflected positive results, including an increase in cash revenue and a decrease in operating expenditure. The distribution to shareholders, which rose by a further 20%, was undoubtedly welcomed by our beneficiaries who continuously strive to make a meaningful difference to those in need, under increasingly trying circumstances. It is also worth mentioning that Ditikeni’s net asset value has exceeded R100 million for the first time in Ditikeni’s history, and that despite significant asset sales during the year, Ditikeni retains twenty Black Economic Empowerment assets, and has a strong balance sheet with cash available to pursue new investment opportunities.

During the past financial year, we bid farewell to our investment partners at OCSA, Akacia and BCX. Ditikeni is deeply grateful to the individuals who brought us in to those companies as shareholders and subsequently assisted us in exiting successfully too. I wish to thank them publicly here, even if there are too many to name individually. We wish them well under their new owners.

In closing and on behalf of the Board of Directors, I would like to express heartfelt gratitude to our remaining investment partners whose ongoing contributions continue to support the improved resilience of our shareholder organisations. To our shareholders, we salute and thank you for your continued efforts and unflinching resolve in delivering services to the most vulnerable members of our society.

We have an optimistic outlook for the twelve months that lie ahead.

Sahra RykliefC H A I R P E R S O ND I T I K E N I B O A R D O F D I R E C T O R S

• C H A I R P E R S O N ’ S R E V I E W 2 0 1 6 •

B u i l d i n g s o m e t h i n g t o l e a n o n

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VIEW THIS REPORT ONLINE: www.ditikeni.co.za

QR Code

D i t i k e n i • Noun ~

means “something to lean on” in tshiVenda

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CHAIRPERSON’S

REVIEW 2016 01

Contents 03

1. About Ditikeni 04

1.1 Who We Are 04

1.2 Organisational Structure 04

1.3 Performance Overview 05

1.4 Board Review 06

1.5 Governance and Accountability 08

1.6. Empowerment Credentials 09

2. Our Investments 10

3. Our Impact 12

3.1 Introduction to our Shareholders 12

3.2 Profiling the Work of our Shareholders 13

3.3 Shareholder Particulars 17

4. Our Financial Results 18

4.1 Seven Year Financial Review 18

4.2 Financial Statements 2016 19

C O N T E N T S

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1.1 Who We Are

Ditikeni is an investment holding group. Ditikeni currently has eighteen shareholders, all of which are non-profit organisations (NPOs) running social development and upliftment programmes in black South African communities. The work performed by the shareholder NPOs, directly and indirectly, impacts the lives of millions of the country’s most underprivileged and marginalised black citizens, making Ditikeni a 100% broad-based empowerment company.

In order to provide its shareholders with “something to lean on”, Ditikeni makes long-term investments as a broad-based black economic empowerment (B-BBEE) investor, with a view to creating sustained capital growth and therefore a dependable stream of dividends for the NPOs. More than half the B-BBEE investments made by Ditikeni to date are fully paid and Ditikeni has achieved an average internal rate of return of 29% per annum since inception.

The vision of Ditikeni is to maximize the value accrued for the benefit of its shareholders and ultimately to become a reliable and ever-increasing alternate source of income for these NPOs. This will enable these organisations to focus on what they do best – serving and empowering their beneficiaries, the poor and vulnerable.

1.2 Organisational Structure

Ditikeni Investment Company Limited is a public limited company. The Ditikeni Trust is an associated mirror-image entity, whose beneficiaries are the same as Ditikeni’s shareholders, and whose trustees are the same as Ditikeni’s directors. The Company manages the Trust, and this report appropriately covers the activities of both entities on a combined basis.

The Ditikeni Trust was established to ensure compliance with the B-BBEE Codes for particular transactions and to hold longer-term investments on behalf of the beneficiaries. The Trust has acquired tax exemption status as a Public Benefit Organisation to ensure maximum dividend flow to its shareholders.

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COMMENTARYRevenues are calculated excluding interest and fair value adjustments. The net asset value of Ditikeni has exceeded R100 million for the first time in Ditikeni’s history. Two significant transactions were concluded during the year: Ditikeni acquired 13% of Adept Advisory; and took up full rights in the Texton Property Fund capital raise. Ditikeni also successfully concluded the sales of a number of assets such as Occupational Care South Africa (OCSA) and Business Connexion (BCX). Ditikeni retains twenty Broad-Based Black Economic Empowerment (B-BBEE) assets and continues to seek new investments.

1.3 Performance Overview

FINANCIAL HIGHLIGHTS

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H I G H L I G H T S F O R T H E Y E A R T O F E B R U A RY 2 O 1 6

29% per annum

INTERNAL RATE OF RETURN SINCE 2000

down

12%

OPERATING COSTS

nearly

R12 million

TOTAL DISTRIBUTIONS TO DATE

up 77.5%REVENUE

LARGELY DUE TO HIGHER DIVIDEND RECEIPTS

up 2O%

DISTRIBUTIONS TO BENEFICIARIES

TO 51 CENTS PER SHARE, R1.45 MILL ION FOR THE YEAR

R38.12 per share,

NET ASSET VALUE

UP FROM R33.36, R109 MILL ION IN TOTAL

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1.4 Board Review

RESULTS FOR THE YEARDitikeni had a satisfactory year in the twelve months to February 2016. While the listed assets held in our Endowment Portfolio were fairly flat in line with the market, they yielded a good dividend income. Our Broad-Based Black Economic Empowerment (B-BBEE) portfolio, which is about twice the size of the Endowment Portfolio, performed better with some profitable asset sales and increased fair value computations on many of the others.

The group has been investing since 2002, and some of our assets have reached maturity, hence the sales during both the reporting year and in FY2015. Fewer asset sales are expected in the near future.

Fair value estimates tend to fluctuate quite markedly in line with economic conditions and in some cases the prices of commodities. There were large net write-ups in FY2016 (R17.7 million), though less than in 2015 (R22.2 million). More relevant is revenue which represents real cash flow and increased by 77.5%. Though part of this was a once-off capital amount, we are pleased with dividend flows from both the listed assets and the B-BBEE assets.

REVIEW OF OPERATIONSDuring the year, Texton Property Fund had a rights issue, and Texton Broadbased Empowerment (Pty) Ltd, where Ditikeni holds 10%, followed its rights with funding from the Government Employees’ Pension Fund and purchased a further 13.8 million Texton shares. Agreement was reached to sell the stake in Akacia Healthcare, which was finally concluded after year-end. Ditikeni received a cash amount and restricted shares in the buyer, Ascendis Health, and has an option to sell its remaining shares at certain points in the future.The Business Connexion (BCX) sale to Telkom was concluded during the year and Ditikeni received payment in cash.

The stake in Occupational Care South Africa, one of our oldest holdings, was sold to the majority shareholder, Carecross Group, for cash.

A further cash distribution was received from the Natural Resources Empowerment Fund (NREF). The trustees of the NREF agreed during the year that it should be dissolved, having served its purpose, and accordingly the assets have been unbundled or sold. Ditikeni as a result has taken direct ownership of shares in Ntsimbintle Mining, which owns a controlling stake in Tshipi Manganese Mine and a stake in Hotazel Manganese Mine. Future mining investments will be made by Ditikeni directly instead of through the NREF. It is expected that the NREF will be wound up only in the 2018 financial year, and that a further small distribution will be made.

Late in 2015, Ditikeni concluded a purchase transaction with Adept Advisory, a growing company providing consulting services in financial operations and risk management, with offices in Johannesburg and Cape Town. Ditikeni now owns 13% of Adept Advisory.The Series II preference share pool concluded its acquisition programme during the year with the purchase of 2.8% of Ovations Technologies and some listed B-BBEE instruments.

After the agreed asset sales, Ditikeni will retain 20 separate B-BBEE investment positions.

DISTRIBUTIONSA distribution of 51 cents per share was made to beneficiaries in February 2016, the ninth consecutive year of increasing distributions. This was a 20% increase on the previous year. Nearly R12 million has been distributed to beneficiaries to date.

SHAREHOLDERSThere were no changes to the shareholder register. Ditikeni has 18 shareholders, all of them non-profit organisations of long-standing, working to improve social conditions in poor communities.

BOARD OF DIRECTORSThere were no changes to the Board during the year.

DIRECTORS’ INTEREST IN CONTRACTSDirectors held no interest in contracts during the year under review.

DIRECTORS’ REMUNERATIONDirectors receive a meeting attendance fee of R3 500 per meeting. Board and committee attendance fees amounted to R132 250 in total.

MAJOR SHAREHOLDERSThe following shareholders own more than 5% of Ditikeni’s issued share capital: Black Sash; Labour Research Service; New World Foundation; Social Change Assistance Trust; and Trust for Community Outreach and Education.

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AUDITORSNolands.

SOCIAL AUDITSDitikeni applies ethical criteria to its choice of investments, and gambling and armaments are excluded. A programme of social audits of all its existing investment partners is conducted.

PREFERENCE SHARESPreference share dividends of R574 651 were declared during the year and there are none in arrears.

LOAN CAPITALDitikeni has a loan of R10 million outstanding to an asset manager, which has been serviced normally and all financial covenants have been maintained.

STAFF AND ADVISORSCompany secretarial and accounting duties continue to be performed by Mr Michael Hands. The Investment Advisor is Mr Gordon Young.

PROSPECTSThe 2016 financial year was characterised by several asset sales, which enabled Ditikeni to increase sustainably the distribution to beneficiaries, and also to provide the group with the firepower to make new cash investments. Ditikeni is broadly replacing sales with purchases, but the B-BBEE terrain does not currently offer many opportunities. Deal-making is therefore expected to be subdued in the near future.

Ditikeni’s cash is not restricted to investment in B-BBEE transactions alone. It can be invested anywhere, including the stock market and conventional private equity. Any potential B-BBEE transactions have to measure up against these alternatives both in terms of potential returns and risk, as well as liquidity.

The stock market has experienced considerable volatility and it is currently no higher than it has been at various high points in the past three years. We have profited on occasion by making selective purchases of high-quality shares during periods of share price weak-ness. Ditikeni’s strategy of buying only dividend-yielding shares continues to be a successful one, though it is clear that a few companies are under stress and have reduced or passed their dividends in the past year. Ditikeni’s exposure to commodities is low and this has protected the portfolio to some degree. Our listed portfolio also has a bias towards offshore earnings, and this factor helped Ditikeni in the past year, when the rand has sank to very low levels against the major hard currencies. At the same time, more of our B-BBEE investments are now paying dividends and if these are not consistent, they can often be unexpectedly large.

For the second year in a row, the distribution to beneficiaries was raised by 20%. This is however unlikely to be repeated in FY2017. The South African economy is weaker than it was a year ago and this is reflected in difficult trading conditions for our investment partners. Our asset sales will mark the end of some regular dividend payments, and it is difficult in present conditions to replace that income at the same level. There is a real prospect of the economy falling into recession in the coming year. Nevertheless the Board feels that its portfolio is of good quality and that Ditikeni will progressively be able to meet its objective of improving the financial sustainability of its eighteen NPO beneficiaries.

Accounting rules under IFRS, which Ditikeni is obliged to employ, require estimates of value to be made even for unlisted holdings, where great uncertainty exists and consequently caution must be exercised. Our unlisted assets cannot readily be sold, and their ultimate value will depend on the outcome of numerous variables, including the simple availability of a buyer. These uncertainties could lead to considerable year-to-year changes in Ditikeni’s balance sheet, as new information comes to light. The increases in interest rates during the year, for example, affected the value of some of our investments, as did commodity prices. But these prices can move in the opposite direction too.

The underlying operating performance of the company was good in FY2016, and there is currently no reason why we shouldn’t expect that to continue. The balance sheet is stronger and of higher quality as a result of actions taken during the past few years. Ditikeni has sufficient cash to invest in new B-BBEE transactions, where we expect to get our growth from, as well as to increase the size of the Endowment, from where we get our income to distribute onwards to beneficiaries. This gives us confidence in a positive trend in the coming year.

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1.5 Governance and Accountability

Ditikeni is controlled by a Board of Directors that acknowledges its responsibility to ensure the integrity of this integrated report and confirms the application of its collective mind to its preparation and presentation. The Board of Directors meets twice annually.

The Ditikeni Board has three functioning sub-committees which execute their duties in accordance with an approved schedule of powers of responsibility. The Executive Committee (EXCO) convenes between Board meetings, as required. The Audit Committee has discharged all the functions delegated to it in terms of section 94 of the Companies Act No. 71 of 2008. An Investment Committee vets investments for the Series II preference share pool. The members are: Rod Bulman (Ditikeni) or alternate Greg Erasmus; Allan Wentzel (Ditikeni) and David Pettit (BDET)

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OUR DIRECTORS

OUR TEAM

GORDON YOUNGInvestment Advisor

Email: gordonyoung@ditikeni.co.za

MICHAEL HANDSCompany Secretary

Email: michaelhands@ditikeni.co.za

ROD BULMANMember of EXCO and

Audit CommitteeA founder of TCOE, and Public

Participation Specialist

DEENA BOSCHTrustee: SCAT

SAHRA RYKLIEF (CHAIRPERSON)Member of EXCO and

Audit CommitteeGeneral Secretary, International

Federation of Workers’ Education Associations

GREG ERASMUSMember of EXCO

Senior Project Manager in the Telecoms Sector

NOMABELU MVAMBO-DANDALA

Executive Director of the Diakonia Council

of Churches

DUMA NKOSISenior Civil Servant and Chairman of the Local

Government SETA

AMBER OLALEYEMember of Audit Committee

Financial Management Consultant

LULU LETLAPEVice President:

Communications and External Affairs, Office of the

Chairman, South 32

ALLAN WENTZELMember of EXCO

and Audit CommitteeConsulting CA, mainly to

NGOs

JENNY DE TOLLYTrustee: Black Sash

REUBEN DENGEUnit Head: Group

Compliance and Advisory Services, City of Johannesburg

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1.6 empowerment credentials

The empowerment status of Ditikeni has been critical to its success as an investment holding company to date. In addition to its high black ownership rating, Ditikeni is also a verified Enterprise Development beneficiary.

WITH DIT IKENI AS AN INVESTMENT PARTNER, COMPANIES QUALIFY FOR:

• Ownership points

• Enterprise Development points, where qualifying contributions are made

• Management Control points, where Ditikeni nominates black directors to the board

BLACK NEW ENTRANTS:

BLACK OWNERSHIP OF DIT IKENI:

BLACK WOMEN OWNERSHIP OF DIT IKENI:

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OUR INVESTMENT PARTNERS

ADEPT ADVISORYThis consulting company has offices in Johannesburg and Cape Town, and specialises in financial operations and risk management. Ditikeni owns 13.75%.www.adeptadvisory.co.za

ADVANCE CALL Advance Call is a Pretoria-based call centre business, specialising as a communications hub linking multiple sites with multiple service suppliers. Ditikeni owns 30%. www.advancecall.co.za

AFRICAN PIONEER GROUPDitikeni owns 3.8% of African Pioneer Group, the Port Elizabeth-based empowerment investment holding company. www.africanpioneer.co.za

BISHOPS DIT IKENI EMPOWERMENT TRUSTThis is a 50:50 joint venture with the Bishops Diocesan College, Cape Town. www.bishops.org.za

BRIMSTONEThis listed investment company has awarded 56 277 shares to Ditikeni. www.brimstone.co.za

CHEVRONDitikeni owns a preference share interest in Chevron SA equivalent to 1% of the equity. Chevron produces and distributes petroleum products under the Caltex brand. https://www.chevron.com/worldwide/south-africa

HWB COMMUNICATIONSHWB is a Cape Town-based public relations and communications agency. Ditikeni owns 22%. www.hwb.co.za

J AND J GROUPDitikeni owns 2% of the J and J Group, a leading empowerment group. www.jandjgroup.co.za

MAITLAND FUND SERVICESDitikeni owns 10% of Maitland Fund Services, which provides outsourced administration services to asset managers. www.maitlandgroup.com

MAITLAND HEDGE FUND SERVICESMaitland Hedge Fund Services is an administrator of hedge fund assets. It is a member of the Maitland group. Ditikeni owns 10%. www.maitlandgroup.com

MARSHDitikeni owns 1.2% of the South African subsidiary of insurance brokers Marsh. www.marsh-africa.com

MICHAELHOUSE DIT IKENI EMPOWERMENT TRUST This is a 50:50 joint venture with Michaelhouse School in KwaZulu-Natal. www.michaelhouse.org

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MTN ZakheleDirectly and indirectly, Ditikeni subscribed for 50 750 shares in

this public offer, for cash.www.mtnzakhele.co.za

MULTICHOICE PHUTHUMA NATHIDitikeni holds, directly and indirectly, 38 720 shares in Phuthuma Nathi,

MultiChoice’s B-BBEE vehicle. www.phuthumanathi.co.za

NTSIMBINTLE MININGDitikeni owns 2.2% of this manganese mining company, which

controls the Tshipi Mine in the Kalahari Basin.www.tshipi.co.za

OVATIONSDitikeni owns 12.8% of Ovations, which provides IT consulting services

to the financial sector. www.ovationsgroup.com

SPHERE HOLDINGSDitikeni owns 4.26% of this successful private equity company.

www.sphereholdings.co.za

TEXTON PROPERTY FUNDDitikeni owns 1.3% of this listed Real Estate Investment Trust (REIT)

via a B-BBEE consortium.www.texton.co.za

UMFULA CONSORTDitikeni owns 27.3% of this joint venture which manages water

treatment facilities for clients.www.umfula.co.za

VODACOM YEBO YETHUDitikeni was allocated 31 800 shares in the Vodacom empowerment

scheme, as well as a further 2 550 shares indirectly. www.vodacom.co.za

Investments sold in recent years

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3.1 Introduction to our Shareholders

Ditikeni’s shareholders, eighteen reputable South African non-profit organisations (NPOs) deliver a broad spectrum of critical grassroots services to disadvantaged individuals and communities.

The work of these NPOs supports the promotion of both human and land or agricultural rights, job creation, safer and more secure communities, and the establishment and continuity of sustainable community based enterprises. In many instances, this is facilitated through provision of access to community and organisational development, opportunities for the empowerment of youth, education and skills transfer as well as local economic development. Often, services are targeted at women, children and youth, and communities affected by HIV and AIDS.

The Ditikeni shareholders, most of whom have been in existence for decades, are committed to making a meaningful and sustained difference to the communities they serve despite the barrage of challenges faced by most NPOs in the country at present. The impact stories showcased in this report provide clear examples of how it is possible for these organisations to survive against all odds and succeed in delivering against their mandates.

With the support of Ditikeni, its investment partners and other strategic allies, these shareholder NPOs are able to remain focused on the task at hand, continuing to serve those most in need, with less concern for the financial sustainability of their organisations.

The impact of these organisations on society is often neither fully recognised, nor acknowledged, but nevertheless it is immense. The ensuing pages of this report contain a number of recent success stories that embody the essence of the important and impactful work being done by Ditikeni’s shareholders. Ditikeni is extremely proud of its association with these remarkable organisations.

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3.2 Profiling the Work of our Shareholders

ASSOCIATION FOR RURAL ADVANCEMENT

Association For Rural Advancement (AFRA) is a land rights advocacy organisation that offers extensive support and advice to

communities in and around the uMgungundlovu District Municipality in KwaZulu-Natal to support marginalised black rural people,

with a focus on farm dwellers, towards an inclusive, gender equitable society where rights are valued, realised and protected,

essential services are delivered and land tenure is secure.

A Successfu l Mediat ion by AFRAAFRA led a long and difficult, but ultimately successful, mediation on behalf of over forty families living on Annidale farm in KwaZulu Natal who were facing illegal eviction. With AFRA’s assistance, twenty families were paid compensation by the farm owner, and five families were bought a portion of alternative land and were built houses by the land owner. AFRA continues to work alongside these five families to facilitate the development of the new site.

This story is typical of the critical work that AFRA does on a daily basis.

NATIONAL INSTITUTE FOR CRIME PREVENTION AND REINTEGRATION OF OFFENDERS

National Institute for Crime Prevention and Reintegration of Offenders (NICRO) is a national non-profit organisation which regards

crime as a threat to democracy and individual rights. Through people-centred development and services to victims, offenders and

communities, NICRO strengthens a human rights culture and a safer South Africa. To this end NICRO engages in lobbying and

advocacy, capacity building, direct service delivery and research.

A Mother’s Prayers Answered - a Journey of ChangeA mother who had lost all hope for her son after he was accused of committing a crime and appeared in court described her experiences as “horrific” and “a nightmare that no parent wants to experience.” She recalls praying for divine intervention, and NICRO coming to the rescue.

“As a mother I felt relieved, my son was given a second chance. With my own two eyes, I saw how my son’s behaviour changed! The whole NICRO programme was transformational. My son gradually improved his behaviour, slowly developing a change of heart and a change of mind with each programme attendance. He is a different person. Sometimes I can’t believe that my son have changed so much. He chooses his friends very carefully lately, he has become obedient, he listens more and makes better decisions. The most significant outcome from the whole experience is that my son used this whole negative experience, to create positive change in his life. He is much more attentive towards his school work. He even makes discipline the centre of his world and teaches his brother the value of discipline when he disrespects me.

This road was hard, but thanks to the wonderful intervention from NICRO and the prayers of a mother, my son have grown and developed so much. Thank you NICRO! My son was changed in so many ways. We are both very grateful for the experience at NICRO. My prayers have been answered!”

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NICRO Changing and Saving L ivesA newly married man, Jack*, was arrested for drug possession. He was unemployed, using drugs heavily and his life was spiralling out of control. Things were so bad that he reached a point where he was even considering suicide. After being referred to NICRO, he felt that he had reached the bottom of the barrel. With great reluctance, he and his wife presented themselves at NICRO for the first Adult Life Skills Programme session, eager to get the programme over and done with and get on with their lives.

Soon Jack changed his mind about NICRO, the programme and his fellow group members. He began participating eagerly and successfully completed the intervention. Five months later Jack is still sober, has found employment and is a leader at his church. His relationship with his wife has improved and he tells us that he is happy for the very first time in many years. He is full of praise for NICRO and our staff for not only changing, but also saving his life. “I can highly recommend NICRO and its diversion programmes to anyone in conflict with the law,” he says.

* Name has been changed to protect identity

Thank You for Helping Me to Turn My L i fe AroundNICRO’s Road Offences Panel Programme for drunk driving offenders is proving to be a very successful impact intervention. These are extracts from one of the many letters received from participants of the intervention:

“My name is Roman Shields. In 2012 I was arrested at a roadblock for drunken driving. I appeared in court and since it was my first offence, they sent me to NICRO. I was found suitable for the Road Offences Panel Programme and community service learning.

The programme increased my feelings of self-worth and esteem. It also developed a sense of responsibility and diligence. I was overjoyed and deeply appreciative when the club (where he conducted his community service) offered me a full-time position. This was my first full time position in many years.

I want to thank NICRO and their staff for introducing me to these programmes. The programmes that I attended were life changing.”

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NEW WORLD FOUNDATION

New World Foundation (NWF) is a non-governmental organisation based in Lavender Hill and Vrygrond that focuses on

creating safe spaces, conflict resolution, community development and education for work and employability. It achieves this through

mobilisation, training, networking and cooperation with partner organisations and decision makers.

Beulah’s Stor y from Women’s CentreIn September 2015, a stressed and worn out woman from Lavender Hill, 48 year old Beulah Samuels*, walked feebly into the NWF Women’s Centre, a safe space. At that time Beulah rented a room from people that abused her both verbally and financially, with her belongings often being stolen. NWF placed her in a shelter and provided her with fifteen individual counselling sessions. She would also visit the women’s support group on days she wasn’t working.

Beulah later reported that the shelter treated her inhumanely. NWF searched in the Lavender Hill community for somewhere for Beulah to rent. Accommodation was secured and Beulah was happy with her new-found family. Beulah’s manager saw a positive change in her behaviour and outlook on life and wanted to know what change had taken place in her life and has requested to see the person who helped her.

Beulah visits the Women Centre and always expresses her gratitude. Beulah recently wrote a letter to NWF saying that she “thanks Lynette” (the Auxillary Social worker) “for her extra mile that she has walk with me” and “In time of need and prayer, Lynette was there like a mother who teaches and feeds her childrens.”

* Name has been changed to protect identity

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SOCIAL CHANGE ASSISTANCE TRUST

Social Change Assistance Trust (Scat) partners to support local, non-profit community based organisations in development and

human rights work in rural communities of the Northern, Eastern and Western Cape. It does this in order to improve the quality

of life within these communities. In addition to human rights, key focus areas for Scat include: gender equity; HIV/AIDS and local

economic development.

Atamelang Communi ty Development Organisat ion Atamelang Community Development organisation is based in Tweefontein, a small town approximately 80km from Bloemfontein, in the Free State. In 2013 they initiated an after school support programme for 93 learners from grade 4 to grade 7.

This programme provides homework support to assist learners with Mathematics and English, sports coaching in soccer, cricket and basketball as well as life skills orientation. Whilst at first the programme started slowly, steadily the number of learners increased to the extent that more volunteer teachers had to be recruited to offer their services. Three of the volunteers were ex-school teachers who had been without any formal employment for a number of years. They were deeply humbled to be part of this programme and took it as an opportunity to make a contribution to their community by offering their skills and knowledge to learners. With the support of these volunteers, the school’s mathematics results improved from 50.8% to 83.3% by December 2014. While the programme has made a remarkable contribution to improving the lives of these learners’, this is not the only impact it has had. One of the teachers, Mr Mongane, who is also the Chairperson of Atamelang, had been out of a job for eight years when he was offered a temporary teaching post at the school. Mr Mongane says this responsibility has changed his life and restored his dignity.

Atamelang are now are making preparations to initiate an adult education programme for young adults who did not finish high school.

WESTERN CAPE ASSOCIATION FOR PERSONS WITH DISABIL IT IES

Western Cape Association for Persons with Disabilities strives towards an inclusive society in which persons with disabilities are

equal and active citizens. To achieve this, it works together with persons with disabilities and their families in delivering social

development and upliftment services enabling them to take the lead in removing barriers and achieving independence.

How Jul iana Overcame her Disabi l i ty and Now Helps Others do the SameJuliana Plaatjies of Oudtshoorn was involved in a motor vehicle accident which left her in a coma for six weeks and hospital for a year with quadriplegia. Her life changed completely – from being completely independent she was suddenly reliant on family and friends to help with the most basic of tasks. Juliana could not accept these limitations and became bitter and withdrawn, living the life of a recluse, except for visits to church and the doctor. Attempts to coax Juliana out of the house by the local Association for Persons with Disabilities (APD) were futile until she was visited by a Peer Supporter from Oudtshoon APD, Charmaine.

Peer Supporters are persons with disabilities who are specifically trained to support other persons with disabilities, showing them that there is hope after disability. Charmaine visited Juliana every week without fail and overcame every barrier Juliana put in her way. Only once Juliana finally came into contact with other persons with disabilities, could she accept her own disability and work on becoming independent again.

Today Juliana is herself a Peer Supporter, wanting to make the same difference in the lives of other affected persons that Charmaine made in hers, as she has learned the longer she supports others, the more she herself heals. She is involved in the Management Committee of Oudtshoorn APD and was recently elected to serve on Western Cape APD’s Management Committee.

P A G E 1 7 • D I T I K E N I I N T E G R A T E D A N N U A L R E P O R T 2 O 1 6

3.3 Shareholder Particulars

ASSOCIATION FOR RURAL ADVANCEMENTChair: Shirin Motala Director: Laurel Oettle Tel: (033) 345 7607/8318 Fax: (033) 345 5106 Email: afra@afra.co.za Website: www.afra.co.za

BLACK SASH TRUSTChair: Sibongile Mkhabela Director: Lynette Maart Tel: (021) 686 6952 Fax: (021) 686 6971 Email: lynette@blacksash.org.za or info@blacksash.org.za Website: www.blacksash.org.za

CALA UNIVERSITY STUDENTS ASSOCIATIONChair: Mandlenkosi Mqotyana Director: Fani Ncapayi Tel: (047) 877 0204 Fax: (047) 877 0143 Email: f.ncapayi@gmail.com Website: www.calusaorg.wordpress.com

CDT FOUNDATION NPCChair: Bishop Jo Seoka Manager: Lyn Rutters Tel: (011) 463 1809 Email: lynette@cdtrust.co.za Website: www.cdtrust.co.za

CENTRE FOR EARLY CHILDHOOD DEVELOPMENTChair: Raymond Schuller Director: Prof. Eric Atmore Tel: (021) 683 2420 Fax: (021) 683 5838 Email: cecd@iafrica.com Website: www.cecd.org.za

CENTRE FOR THE STUDY OF VIOLENCE AND RECONCIL IATIONChair: Tefo Raditapole Executive Director: Nomfundo Mogapi Tel: (011) 403 5650 Fax: (011) 339 6785 Email: nmogapi@csvr.org.za or info@csvr.org.za Website: www.csvr.org.za

CHURCH LAND PROGRAMMEChair: Malika Sibeko Director: Graham Philpott Tel: (033) 264 4380 Fax: (033) 345 5368 Email: graham@churchland.org.za Website: www.churchland.org.za

DEVELOPMENT ACTION GROUPChair: Thabo Mashologu Tel: (021) 448 7886 Fax: (021) 447 1987 Email: dag@dag.org.za Website: www.dag.org.za

DIAKONIA COUNCIL OF CHURCHESChair: Rev. Ian Booth Executive Director: Nomabelu Mvambo-Dandala Tel: (031) 310 3500 Fax: (031) 310 3502 Email: the.director@diakonia.org.za Website: www.diakonia.org.za

LABOUR RESEARCH SERVICEChair: Stephanie Duffy Director: Trenton Elsley Tel: (021) 486 1100 Fax: (021) 447 9244 Email: trenton@lrs.org.za or lrs@lrs.org.za Website: www.lrs.org.za

NATIONAL INSTITUTE FOR CRIME PREVENTION AND THE REINTEGRATION OF OFFENDERSChair: Judge Nathan Erasmus Chief Executive Officer: Soraya Solomon Tel: (021) 462 0017 Fax: (021) 462 2447 Email: soraya@nicro.co.za or info@nicro.co.za Website: www.nicro.org.za

NEW WORLD FOUNDATIONChair: Rev. M. Vandayar Director: Jan De Waal Tel: (021) 788 4055 Fax: (021) 788 4099 Email: nwfdev@mweb.co.za or nwfacc@mweb.co.za Website: www.newworldfoundation.org.za

THE NONCEBA FAMILY COUNSELL ING CENTREChair: Jeffrey Kaimowitz General Manager: Pauline Perez Tel: (021) 364 0135 Fax: (021) 361 0323 Email: admin@nonceba.org Website: www.nonceba.org

SOCIAL CHANGE ASSISTANCE TRUSTChair: Nomfundo Walaza Director: Joanne Harding Tel: (021) 418 2575 Fax: (021) 418 6850 Email: info@scat.org.za Website: www.scat.org.za

SOUTH AFRICAN COUNCIL OF CHURCHESPresident: Bishop Siwa General Secretary: Bishop Malusi Mpulwana Tel: (011) 241 7800 Fax: (011) 492 1448 Email: bishopmalusi@sacc.org.za or support@sacc.org.za Website: www.sacc.org.za

TRUST FOR COMMUNITY OUTREACH AND EDUCATIONChair: Professor Lungi Ntsebeza Director: Mercia Andrews. Tel: (021) 685 3033 Fax: (021) 685 3087 Email: mercia@tcoe.org.za or admin@tcoe.org.za Website: www.tcoe.org.za

UMTAPO CENTREChair: Dr. James Marsh Director: Deena Soliar Tel: (031) 309 3350 Fax: (031) 309 8198 Email: info@umtapocentre.org.za Website: www.umtapocentre.org.za

WESTERN CAPE ASSOCIATION FOR PERSONS WITH DISABIL IT IESChair: Pastor Eddie Orsmond Directors: Neva Smith and Elmien Grobler Tel: (021) 555 2881 Fax: (021) 555 2888 Email: director@wcapd.org.za Website: www.wcapd.org.za

• 3 • O U R I M PA C T •

P A G E 1 8 • D I T I K E N I I N T E G R A T E D A N N U A L R E P O R T 2 O 1 6

Combined audited results for the years ended 28 February:

ABRIDGED STATEMENTS OF COMPREHENSIVE INCOME 2016 2015 2014 2013 2012 2011 2010 R R R R R R RIncome 27 656 804 27 777 783 13 330 235 12 463 027 28 390 193 11 823 219 8 050 170Revenue 8 923 874 5 027 140 3 289 662 4 135 471 1 571 650 1 204 344 3 658 156Interest 1 000 118 516 925 220 292 130 673 222 918 338 197 1 000 816Fair value adjustments &share of profit from associates 17 732 812 22 233 718 9 820 281 8 196 883 26 595 625 10 280 678 3 391 198

Expenditure 12 578 138 8 106 773 4 779 912 2 333 568 7 973 995 4 461 371 2 634 642Operating expenditure 2 112 617 2 408 476 2 687 940 2 267 054 2 530 969 2 035 313 1 586 833Impairments & share of lossesfrom associates 2 620 297 4 414 361 - - 1 000 000 - 15 845Finance costs 2 228 618 1 598 448 1 452 164 1 407 671 1 477 263 1 006 900 346 872Taxation 5 616 606 (314 512) 639 808 (1 341 157) 2 965 763 1 419 158 685 092

Total comprehensive income 15 078 666 19 671 010 8 550 323 10 129 459 20 416 198 7 361 848 5 415 528

ABRIDGED STATEMENTS OF FINANCIAL POSIT ION 2016 2015 2014 2013 2012 2011 2010 R R R R R R RASSETSNon-current assets 143 563 045 117 136 651 111 636 774 105 866 557 106 766 197 62 105 546 33 013 795Current assets 13 865 057 19 358 229 3 169 712 2 708 990 3 551 936 3 182 504 10 346 129Total assets 157 428 102 136 494 880 114 806 486 108 575 547 110 318 133 65 288 050 43 359 924

EQUITY & LIABILITIESEquity 109 019 529 95 411 484 76 965 990 69 430 311 60 258 062 40 744 892 34 234 957Non-current liabilities 33 288 189 24 708 551 32 980 602 36 846 939 47 935 459 21 715 692 6 286 360Current liabilities 15 120 384 16 374 845 4 859 894 2 298 297 2 124 612 2 827 466 2 838 607Total equity & liabilities 157 428 102 136 494 880 114 806 486 108 575 547 110 318 133 65 288 050 43 359 924

Ordinary shares in issue 2 860 267 2 860 267 2 860 267 2 860 267 2 860 267 2 860 267 2 860 267Net asset value per share (rands) 38.12 33.36 26.91 24.27 21.07 14.25 11.97Earnings per ordinary share (rands) 5.27 6.88 2.99 3.54 7.14 2.57 1.89Distributions per ordinary share (rands) 0.51 0.43 0.35 0.34 0.32 0.30 0.28

The unqualified audited reports of the independent auditors, Nolands, are available for inspection at Ditikeni’s registered office.

4.1 SEVEN YEAR FINANCIAL REVIEW

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P A G E 1 9 • D I T I K E N I I N T E G R A T E D A N N U A L R E P O R T 2 O 1 6

• 4 • O U R F I N A N C I A L R E S U LT S •

4.2 Financial Statements 2016

COMBINED STATEMENTS OF COMPREHENSIVE INCOMEfor the year ended 29 February 2016 2016 2015 R RRevenue 8 923 874 5 027 140

Less operating expenses (2 112 617) (2 408 476)

Operating profit 6 811 257 2 618 664

Finance income 1 000 118 516 925Fair value adjustments (3 312 224) 5 060 588Reclassification from other comprehensive income (1 494 615) (2 931 374)Impairments (2 620 297) (4 414 361)Finance costs (2 228 618) (1 598 448)Realised gain (loss) on disposal of investment 1 792 889 77 614Income from equity accounted investments 20 419 383 10 078 040

Net profit before taxation 20 367 893 9 407 648

Taxation (5 616 606) 314 512

Profit for the year 14 751 287 9 722 160

Other comprehensive income, net of taxation 327 379 9 948 850

Total comprehensive income for the year 15 078 666 19 671 010

COMBINED STATEMENTS OF FINANCIAL POSIT ION29 February 2016 2016 2015 R RASSETSNon-current assets 143 563 045 117 136 651Investments in associate companies & trusts 28 295 708 36 574 262Investments 115 250 767 80 539 427Property, plant and equipment 6 670 13 062Loans receivable 9 900 9 900

Current Assets 13 865 057 19 358 229Other receivables 30 000 901 662Cash 13 835 057 18 456 567

Total assets 157 428 102 136 494 880

EQUITY AND LIABILITIESEquity 109 105 057 95 411 483Issued capital 2 960 2 960Revaluation reserve 30 832 907 30 505 529Share premium 2 767 674 2 767 674Accumulated profit 75 415 988 62 135 321Non-controlling interest 85 528 -

Non-current liabilities 33 202 661 24 708 551Interest bearing liabilities 18 896 073 14 463 320Non-interest bearing loans 2 076 671 2 076 671Deferred tax 12 229 917 8 168 560

Current liabilities 15 120 384 16 374 845Accounts payable 1 880 980 1 283 485Interest bearing liabilities 13 046 095 15 077 908Non-interest bearing loans - 13 452Taxation 193 309 -

Total equity and liabilities 157 428 102 136 494 880

P A G E 2 O • D I T I K E N I I N T E G R A T E D A N N U A L R E P O R T 2 O 1 6

COMBINED STATEMENT OF CHANGES IN EQUITYfor the year ended 29 February 2016 Issued Revaluation Accumulated Non-controlling Total capital reserve profit interest Equity R R R R R

Balance at 1 March 2014 2 770 634 20 556 680 53 638 676 - 76 965 990

Total comprehensive income - 9 948 849 9 722 161 - 19 671 010

Distribution to beneficiaries - - (1 225 515) - (1 225 515)

Balance at 28 February 2015 2 770 634 30 505 529 62 135 322 - 95 411 485

Total comprehensive income - 327 378 14 751 287 85 528 15 164 193

Distribution to beneficiaries - - (1 470 621) - (1 470 621)

Balance at 29 February 2016 2 770 634 30 832 907 75 415 988 85 528 109 105 057

COMBINED STATEMENT OF CASH FLOWSfor the year ended 29 February 2016 2016 2015 R RCash flows from operating activities

Cash utilised in operations (1 247 125) (2 303 949)Dividends received 12 244 898 8 500 134Distributions to beneficiaries (1 470 621) (1 225 515)Interest income 1 000 118 443 612Finance costs (1 855 569) (1 598 448)Net taxation movements 28 779 -

Net cash inflow from operating activities 8 700 480 3 815 834

Cash flows from investing activities

Purchase of investments (24 912 021) (5 368 807)Proceeds on disposal of investments 9 566 270 19 266 508

Net cash inflow from operating activities (15 345 751) 13 897 701

Cash flows from financing activitiesNet loan movements 70 378 274 196Net flows from preference shares 1 953 383 (2 670 876)

Net cash outflow from financing activities 2 023 761 (2 396 680)

Net change in cash and cash equivalents (4 621 510) 15 316 855

Cash and cash equivalents at beginning of the year 18 456 567 3 139 712

Cash and cash equivalents at end of year 13 835 057 18 456 567

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4.2 Financial Statements 2016

Artist ~ Reuben Mpangane

D I T I K E N I I N V E S T M E N T C O M PA N Y L I M I T E D

REGISTRATION NUMBER ~ 1999/008292/06

THE DITIKENI TRUST ~ REGISTRATION NUMBER IT/2431/2004

REGISTERED ADDRESS ~ 204 Premier Centre

451 Main RoadObservatory

7925

POSTAL ADDRESS ~ PO Box 13511

Mowbray7705

TELEPHONE ~ 021 447 9277

FAcsIMILE ~ 021 448 8067

E-MAIL ~ info@ditikeni.co.za

WEBSITE ~ www.ditikeni.co.za