zar x listing requirements

LISTINGSREQUIREMENTS

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LISTING REQUIREMENTS March 2015 A

Annexure O

LISTINGS REQUIREMENTS

LISTING REQUIREMENTS March 2015 1

Contents

Section 1

Interpretation and general provisions 2

1.1 Introduction and philosophy 2

1.2 Rules of construction 2

1.3 Governing principles 2

1.4 Guidance notes 3

1.5 Scope 3

1.6 Issuer Disclosure 3

1.7 ZAR X Discretion 3

1.8 Rules of construction 3

1.9 Appeals of Decisions 3

Section 2

General powers of the ZAR X 4

Section 3

Conditions for listing

3.1 General 5

3.2 Eligibility 5

3.3 Capital structure 6

3.4 Pricing 6

3.5 Substantial float 6

3.6 Alternative structures 6

3.7 Applicant to be duly incorporated 6

3.8 Convertible Securities 6

3.9 Investment Companies 7

3.10 Restricted Securities 7

3.11 Public shareholders 7

3.12 Publication 8

3.13 Notifications officer 8

3.14 Related party transactions 8

3.15 Issues for cash 9

3.16 Options and convertible securities granted/ 11

issued for cash

3.17 Affected transactions 11

3.18 Required documentation 11

3.19 Limited liability 11

3.20 Responses and additional information 11

and documentation

3.21 Final documentation 11

3.22 Ongoing obligations for Listing 12

3.23 Suspensions 12

3.24 Transfer and registration of securities 12

3.25 Share certificates 12

3.26 Full, true and plain disclosure 12

Section 4

Suspensions and disqualification 13

4.1 Listings agreement 13

4.2 Suspensions and withdrawals 13

4.3 Suspensions 13

4.4 Disqualifications and withdrawal of Listings 13

Section 5

Corporate governance 14

5.1 Introduction 14

5.2 Directors and offices 15

5.3 Changes to directors 15

5.4 Dealing in securities 15

5.5 Appointed advisor 15

Section 6

Appropriate disclosure and suspension of trading 17

6.1 Introduction 17

6.2 Notifiable events 17

6.3 Consultation with the ZAR X 18

6.4 Rumours and unusual trading activity 18

6.6 Dissemination 18

6.6 No selective disclosure 18

6.7 Content of news releases 18

6.8 Insider trading 19

Section 7

Distributions 20

7.1 General 20

7.2 Private placements 20

7.3 Acquisitions 20

7.4 Offers to public 20

7.5 Introductory offers 21

7.6 Incentive share options 21

7.7 Rights offers 21

Section 8

Significant transactions and corporate action 22

8.1 Significant transactions 22

8.2 Corporate actions 22

Section 9:

Fundamental changes 23

Section 10:

Name change, share splits and share consolidations 24

10.1 Change of name 24

10.2 Share splits 24

10.3 Share consolidation 24

10.4 Share reclassification (with no share split) 25

Section 11:

Censure and penalties 26

Section 12:

Exclusion of liability 27

Section 13:

Amendments to the Listings Requirements 27

Definitions 28

2 LISTING REQUIREMENTS March 2015

Section 1:

Interpretation and general provisions

1.1 Introduction and philosophy

1.1.1 The fundamental requirements for a fair and efficient capital market that promotes confidence and protects investors from

unfair, improper or fraudulent practices are:

1.1.1.1 accurate, timely and continuous disclosure by issuers;

1.1.1.2 trading rules designed to ensure transparency, integrity and a fair and orderly market; and

3.1.1.3 comprehensive and appropriate market regulation to administer and enforce the Listings Requirements and

trading rules.

1.1.2 The Listings Requirements govern the admission of entities to the official list, the quotation of ZAR X securities, and suspension

of securities from trading and removal of entities from the official list. They also govern disclosure and a number of aspects of a

listed entity’s conduct. Compliance with the Listings Requirements is a pre-condition for admission to the official list. It is also

a requirement under the contract that an entity enters into on being admitted.

1.1.3 The Listings Requirements are not just binding contractually. They are enforceable against listed entities and their associates.

1.1.4 The Listings Requirements serve the interests of listed entities and investors, both of whom have a vital interest in maintaining

the reputation of the market in ZAR X listed securities and ensuring that it is of an international standard and facilitates efficient

capital raising.

1.2 Rules of construction

In the ZAR X Listings Requirements and accompanying Schedules –

1.2.1 The division of ZAR X Requirements into separate sections, subsections and clauses, the provision of a table of contents and

index thereto, and the insertion of headings, indented notes and footnotes are for convenience of reference only and shall not

affect the construction or interpretation of ZAR X Requirements.

1.2.2 The use of the words “hereof”, “herein”, “hereby”, “hereunder” and similar expressions indicates the whole of the Listings

Requirements and not only the particular section in which the expression is used, unless the context clearly indicates otherwise.

1.2.3 The word “or” is not exclusive and the word “including”, when following any general statement or term, does not limit that

general statement or term to the specific matter set forth immediately after the statement or term, whether or not non-limited

language (such as “without limitation” or “but not limited to” or similar words) is used.

1.2.4 Any reference to a statute, unless otherwise specified, is a reference to that statute and the regulations made pursuant to that

statute, with all amendments made and in force from time to time, and to any statute or regulation that may be passed which

supplements or supersedes that statute or regulation.

1.2.5 Grammatical variations of any defined term shall have similar meanings; words imputing the masculine gender include the

feminine or neuter gender and words in the singular include the plural and vice versa.

All times mentioned in ZAR X Requirements shall be local time in Johannesburg, South Africa on the Day concerned, unless

the subject matter or context otherwise requires.

1.2.6 Any reference to currency refers to the lawful money of South Africa (unless expressed to be in some other currency).

1.2.7 Failure by ZAR X to exercise any of its rights, powers or remedies under the ZAR X Listings Requirements or its delay to do so

will not constitute a waiver of those rights, powers or remedies. The single or partial exercise of a right, power or remedy will

not prevent its subsequent exercise or the exercise of any other right, power or remedy.

1.2.8 ZAR X will not be deemed to have waived the exercise of any right, power or remedy unless such waiver is made in writing

and delivered to the person to whom such waiver applies or is published, if such waiver applies generally. Any waiver may be

general or particular in its application, as determined by ZAR X.

1.3 Governing principles

The principles which underpin the obligations imposed on listed entities by the Listings Requirements include:

1.3.1 An entity should satisfy appropriate minimum standards of quality, size and operations and disclose sufficient information

about itself before it is admitted to the official list.

1.3.2 Sufficient investor interest in an entity’s securities should be demonstrated before those securities are quoted.

1.3.3 Securities should be issued in circumstances which are fair to new and existing security holders.

1.3.4 Securities should have rights and obligations attaching to them that are fair to new and existing holders of securities.

1.3.5 Timely disclosure should be made of information which may have a material effect on the price or value of an

entity’s securities.

1.3.6 Information should be produced to high standards and, where appropriate, enable ready comparison with similar information.

1.3.7 Information should be disclosed to enable investors to assess an entity’s corporate governance practices.

1.3.8 The practices adopted in relation to meetings and other communications with shareholders should facilitate constructive

engagement with shareholders.


1.3.9 Certain significant transactions should require shareholder approval.

In accepting the benefits of access to the ZAR X market, listed entities and their officers should also recognise that they assume a

concomitant responsibility to the market and investors in that market. In addition to complying with their obligations under the Listings

Requirements, they are expected to maintain high standards of integrity and accountability.

1.4 Guidance notes

ZAR X issues guidance notes to promote commercial certainty, reduce costs to business and assist market participants. They set out

ZAR X’s general approach to a subject. They should not be regarded as a definitive statement of the application of the rules in every

case. Nor are they a substitute for a listed entity obtaining its own legal advice on a matter of concern to it.

1.5 Scope

The primary focus of our Listings regime will be, SMEs, Investment Companies and entities with Restricted Securities and Special

Purpose Vehicles which are commonly associated with Broad-based Black Economic Empowerment (BBBEE) transactions.

1.6 Issuer disclosure

ZAR X’s Issuer disclosure obligations commence with the Listings Circular (Schedule 6), an Issuer-prepared document intended to

provide a prospectus level of disclosure. The Listings Circular is accompanied by the Listings Summary (Schedule 7) which provides

a high-level summary of the Listings Circular.

1.6.1 An Issuer must prepare, certify and publish annual financial statements, and director’s report every year within 90 days of the

Issuers financial year-end.

1.6.2 In addition, an Issuer must prepare, certify and publish interim financial statements semi-annually, together with the interim

director’s report.

1.6.3 An Issuer must publish Notices on ZANS and on their company websites under the heading ‘Investor Disclosures’. Such

notices must include any distribution of securities, transactions or corporate actions, or proposed distributions, transactions

or corporate actions.

1.6.4 Issuer disclosure obligations are in addition to, or supplementary to, the continuous disclosure obligations under applicable

securities legislation. Notices of proposed distributions and transactions must be updated every eight weeks, either indicating

completion or ongoing status. Issuers failing to provide updates will be subject to suspension if not remedied within a further

one week.

1.7 ZAR X discretion

1.7.1 The ZAR X Listings Requirements have been formulated to serve as rules to Issuers and their appointed advisers, who intend

applying for the Listings of securities. However, ZAR X reserves the right to exercise its discretion in applying the requirements

in all respects.

1.7.2 ZAR X can waive or modify an existing condition or impose additional conditions to a Listings. Any such waiver, modification

or imposition of additional requirements may be general or particular in its application, as determined by ZAR X, utilising its

discretion. ZAR X will take into consideration facts or circumstances unique to a particular party. Listings of securities on

ZAR X is a privilege, not a right, and ZAR X may exercise its prerogative by granting or denying an application, for Listings,

notwithstanding compliance with the published Listings Requirements of ZAR X.

1.8 Appeals of decisions

1.8.1 An Issuer or any person directly affected by a Decision under the ZAR X Listings Requirements, other than a Decision of the

Regulator, may appeal such Decision to ZAR X.

1.8.2 At the request of either the appellant or ZAR X management, the matter may first be considered by the Listings Committee for

an advisory opinion, but the Committee shall not have the power to make a final determination of the matter.


Section 2:

General powers of the ZAR X

2.1 Subject to the provisions of the FMA, the ZAR X has the following powers in terms of the Listings Requirements:

(a) to grant, defer, refuse, suspend or remove a Listing of securities;

(b) to prescribe, from time to time, the Listings Requirements with which a new applicant must comply before securities issued by

such new applicant are granted a Listing;

(c) to prescribe, from time to time, the Listings Requirements with which applicant issuers must comply;

(d) to prescribe, from time to time, the Listings Requirements with which an applicant issuer’s directors, officers and agents must

comply while securities issued by such applicant issuer remain listed;

(e) to alter, amend or rescind a Listings Requirement prescribed before or after a Listing has been granted and to prescribe

additional Listings Requirements from time to time;

(f) to prescribe the circumstances under which a Listings of ZAR X securities shall or may be suspended or removed; and

(g) to prescribe, from time to time, the Listings Requirements with which appointed advisers, auditors, and reporting accountant

specialists must comply.

2.2 Listings are granted subject to compliance with the Listings Requirements and new applicants and their directors must comply fully

with the Listings Requirements.

2.3 In addition, the ZAR X may grant a Listing subject to any additional condition(s) that it considers appropriate, in which event the new

applicant will be informed of, and will be required to comply with, any such condition(s).

2.4 Nothing contained in this section shall limit the powers of the ZAR X or its officers to those contained herein, and the ZAR X or

its officers may, at any time, exercise any further powers granted to the ZAR X or its officers in terms of the FMA. Where the

ZAR X exercises discretion in terms of these Listings Requirements, it shall use its sole discretion and, subject to the provisions of

paragraphs 2.5 and 2.6 below, judicial review and the appeal provisions in the FMA, its rulings shall be final.

2.5 If an Issuer, director, auditor, appointed advisor reporting accountant and/or reporting accountant specialist, in respect of whom a

decision (other than a decision in respect of which a specific appeal or review procedure is prescribed in these Listings Requirements,

the Rules of the ZAR X and the FMA or any replacement legislation) is taken under these Listings Requirements, objects to such

decision, such person must notify the ZAR X in writing within 48 hours of the decision, giving reasons for such objection.

2.6 In such event the ZAR X shall consider the objection and shall be entitled, in its sole discretion, to consult with not less than three

independent members of the Issuer Regulation Advisory Committee. After taking into account the views of those independent

members, the ZAR X shall be entitled to reconsider and change its decision. A decision of the ZAR X made after following this

procedure will be final.

2.7 Subject to the provisions of the FMA, if the ZAR X decides, at its instance, to remove a Listing, and the Issuer concerned objects to

this decision, then the Issuer may appeal to the Issuer Regulation Appeal Committee in writing within 48 hours of the decision, giving

reasons for such objection. In such event, the ZAR X will constitute the Issuer Regulation Appeal Committee in accordance with the

mandate issued by the ZAR X Board for this purpose.


Section 3:

Conditions for Listings

3.1 General

This section sets out the conditions that must be satisfied for an entity applying for admission to the official list. They include

a requirement that the ZAR X security is quoted.

ZAR X takes into account the particular circumstances of each applicant. ZAR X may grant admission even though not all the

requirements have been met. ZAR X may refuse admission even though all the requirements have been met.

ZAR X may copy information and documents lodged in support of an application to the ZAR X. Information and documents given to

ZAR X in support of an application become ZAR X’s property and may be made public.

3.1.1 An applicant issuer will only be eligible for listing provided such Issuer is not in default of any requirements, provisions or

obligations imposed by/of the Income Tax, Companies Act, FMA or other securities and/or Anti Money Laundering legislation

in South Africa;

3.1.2. Every Issuer wishing to apply or qualify for listing of its securities must:

3.1.2.1 Prepare and file a Listings Circular (Schedule 6) with the ZAR X together with the prescribed documentation;

3.1.2.2 Through the directors of the issuer, and/or the Appointed advisor, present, a detailed business plan (including but

not limited to historic and forecast financial information) to the ZAR X Listings Committee, prior to being granted

a Listing. Subsequently, the ZAR X Listings Committee shall advise ZAR X as to the eligibility of the issuer. ZAR X

shall consider the Committee’s advice and exercise its discretion as to whether or not to grant the issuer a Listing;

3.1.2.3 Enter into an Issuer Agreement (Schedule 9); and

3.1.2.4 Pay to ZAR X the relevant Listings fees, based on the type of securities to be listed, in accordance with the amounts

and the payment Schedule (Schedule 3) prescribed by ZAR X from time to time, as well as any applicable taxes.

The Listings of the Issuer’s securities will not be effected until the relevant Listings fees have been paid to ZAR X.

3.2 Eligibility

3.2.1 An issuer wishing to apply for a Listing on ZAR X must comply (and after the Listing has been granted must comply on a

continuing basis) with the following requirements:

3.2.1.1 The applicant issuer must, where appropriate appoint an AA and the terms of the appointment must be in

accordance with paragraph 5.5;

3.2.1.2 A public float of at least 10 000 000 freely tradable shares worth at least R10 000 000 and consisting of at least

150 public holders holding at least a board lot ie 100 shares each of the security;

3.2.1.3 The public must hold a minimum of 10% of each class of equity securities to ensure reasonable liquidity;

3.2.1.4 The applicant issuer must appoint an executive financial director and the audit committee of the applicant issuer

must be satisfied (and submit confirmation in writing to the ZAR X) that the financial director has the appropriate

expertise and experience to fulfil his role; and

3.2.1.5 The applicant issuer must produce a profit forecast for the remainder of the financial year during which it will list

and for one full financial year thereafter, unless:

3.2.1.5.1 The applicant provides historical financial information for the preceding three years; or

3.2.1.5.2 The applicant issuer is governed by Listings Requirements that the ZAR X has found acceptable and

those requirements do not require or allow forecast financial information to be presented. The ZAR X

must be consulted at an early stage to determine which Listings Requirements it deems acceptable.

3.2.1.6 The applicant issuer’s auditor or attorneys must hold in escrow 80% of the shareholding of each director, related

person and the AA (“the relevant securities”) in such applicant issuer from the date of listing for a period of at

least 24 months;

3.2.1.6.1 A certificate to that effect must be lodged with the ZAR X by the issuer’s auditor or attorneys;

3.2.1.6.2 The relevant securities, whether new or existing, are to be held in escrow until the publication of the

audited results for the remainder of the financial year of Listings and for 1 (one) full financial year

thereafter;

3.2.1.6.3 Thereafter 50% may be released and the balance one year thereafter; and

3.2.1.6.4 The relevant securities may only be released after notifying the ZAR X of the intention to so release.

3.2.1.7 The applicant must have control (which for the purposes of this section is defined as at least 50% +1 of the voting

shares) over the majority of its assets;

(i) Control (which for the purposes of this section is defined as at least 50% +1 of the voting shares) over the

majority of its assets; or

(ii) It must have a reasonable spread of direct interests in the majority of its assets and the right to actively

participate in the management of such assets, whether by voting or through other rights which give it influence

in the decisions relating to the assets.


3.2.1.8 An operating company in any industry must have achieved revenue from the sale of goods or the delivery of

services to customers and these revenues must appear on its audited financial statements, or on an interim

financial statement supported by a comfort letter from the company’s auditor. Such companies, if not yet profitable,

must have:

3.2.1.8.1 R5 000 000 net tangible assets or R5 000 000 revenue. If no revenue, a two-year management plan

demonstrating a reasonable likelihood of generating revenue within 24 months.

3.2.1.9 A non-operating company in any industry must have a reasonable plan to develop an active business and the

financial resources to carry out that plan.

3.2.1.10 ZAR X will not approve an Issuer for Listings if any related persons, associated with the Issuer have been convicted

of fraud, breach of a fiduciary duty, contraventions of securities legislation within the past five years (other than a

minor breach that does not necessarily give rise to investor protection or market integrity concerns) or any other

activity that concerns integrity of conduct unless the Issuer first severs relations with such person(s) to ZAR X’s

satisfaction.

3.2.1.11 ZAR X may not approve an Issuer for Listings if any related persons or appointed advisor associated with the Issuer

have entered into a settlement agreement with a securities regulator or other regulatory authority.

3.3 Capital structure

An Issuer’s capital structure must be acceptable to ZAR X.

3.4 Pricing

The Issuer may not sell securities pursuant to an initial public offering for less than R0.10 per share or unit. Where issuers are not

generating revenue from a business activity, ZAR X will not consider an application if shares have been issued for less than R0.005

in the previous 18-month period.

3.5 Substantial float

ZAR X may exercise a discretion to amend or waive the provisions of paragraphs 3.2.1.2 and 3.2.1.3 if an Issuer has a “Substantial

Float”. ZAR X will generally consider an Issuer that meets all the following criteria to have a Substantial Float:

3.5.1 R200 000 000 public float value;

3.5.2 50 000 000 free trading shares;

3.5.3 1 000 public shareholders with a minimum of one board lot each with no resale restrictions; and

3.5.4 20% of the issued and outstanding shares held by public shareholders.

3.6 Alternative structures

Acceptance of an alternative proposed structure is contingent upon an evaluation by ZAR X using the following criteria:

3.6.1 Track record, quality and experience of management and the board;

3.6.2 Percentage of time devoted by management to the Issuer;

3.6.3 Capital contribution (cash paid in, reasonable value of assets and reasonable value of services performed, less any cash

payments) by Related persons;

3.6.4 Relationship of capital contribution to ownership by Related persons; and

3.6.4 Relationship of share price in pre-Listings financing rounds to the actual Listings price.

3.7 Applicant to be duly incorporated

3.7.1 The applicant must be duly incorporated or otherwise validly established under the law of the country of incorporation or

establishment, and must be operating in conformity with its MOI or relevant constitutional documents, if not South African,

and all laws of its country of incorporation or establishment.

3.7.2 An applicant seeking a listing on the ZAR X must contractually undertake to ZAR X, by completing Schedule 9, that from the

date of admission to Listings of any of its securities it will comply fully with all the Listings Requirements of ZAR X, irrespective

of the jurisdiction in which the applicant is incorporated.

3.8 Convertible Securities

In addition to any other Listings Requirements affecting convertible securities, the ZAR X will not grant a Listing to convertible

securities unless there are sufficient unissued securities in the applicant’s authorised capital, into which the convertible securities

could/will convert, at the time that such convertible securities are issued and listed. The applicant must also undertake to the ZAR X

that it will, at all times, maintain a sufficient number of unissued securities in its authorised share capital to be able to effect the

eventual conversion, or until such convertible securities are no longer in issue.


3.9 Investment Companies

3.9.1 An investment company must have:

3.9.1.1 an appropriate balance between income and business activity depending on the nature of its investments. A holding

company that is not active in the management of investee companies should own majority interests or have

effective control in businesses that can generate returns that will flow to the shareholders through distributions, or

have prospects for growth through the reinvestment of earnings.

3.9.1.2 a public float of at least 10 000 000 freely tradable shares worth at least R10 000 000 and consisting of at least

300 public holders holding at least a board lot ie 100 shares each of the security. The public float must constitute

at least 30% of the total issued and outstanding of that security.

3.9.2 An identifying marker will be added to the Issuer’s disclosure on the Xavier to designate it as an Investment Company

security.

3.9.3 An Issuer of Investment securities must have a minimum net asset value of:

3.9.3.1 R50 000 000 (fifty million Rand), at least 50% of which has been allocated to at least two specific investments; or

3.9.3.2 R100 000 000 (one hundred million Rand) unallocated funds (short-term deposits accessible within seven days);

3.9.4 a track record of acquiring and divesting interests in arm’s-length enterprises in a manner that can be characterised as

conducting an active business;

3.9.5 a clearly formulated investment policy;

3.9.6 adequate working capital and financial resources to carry out the stated work programme or execute the business plan for

12 months following listing; and

3.9.7 management, and where applicable, the board of directors, should have adequate experience and technical expertise

relevant to the company’s business and industry as well as adequate public company experience.

3.10 Restricted Securities

3.10.1 An Issuer of Restricted securities must have:

3.10.1.1 a float of at least 10 000 000 tradable shares worth at least R10 000 000 and consisting of at least 150 shareholders as

defined in the Issuer’s MOI holding at least a board lot ie 100 shares each of the security;

3.10.1.2 the public float must constitute at least 10% of the total issued and outstanding of that security. For the purposes of

this Section, a “public shareholder” is any shareholder other than a related person, an employee of a related person

of a ZAR X Issuer or any person or group of persons acting jointly or in concert holding.

3.10.2 An identifying marker will be added to the Issuer’s disclosure on the Xavier platform to designate it as a restricted security.

3.10.3 An Issuer must have:

3.10.3.1 R5 000 000 net tangible assets or R5 000 000 revenue. If no revenue, a two year management plan demonstrating

a reasonable likelihood of generating revenue within 24 months of Listings;

3.10.3.2 adequate working capital and financial resources to carry out or execute business plan for 18 months following

Listings: R150 000 unallocated funds or Working capital;

3.10.3.3 an interest in the business or primary asset used to carry on business;

3.10.3.4 management, including the board of directors, should have adequate experience and technical expertise relevant

to the company’s business and industry as well as adequate public company experience; and

3.10.3.5 total issued share float of at least 10 million restricted shares, worth at least R10 million, and a minimum of

150 shareholders. Public float of at least 10% of total issued shares.

3.11 Public shareholders

3.11.1 Any shareholding held beneficially by the appointed advisor and or auditors of the issuer, (whether directly or indirectly), in

trust will not be regarded as being held by the general public;

3.11.2 Securities will not be regarded as being held by the public if they are beneficially held, whether directly or indirectly, by:

3.11.1.1 the directors of the applicant or of any of its subsidiaries;

3.11.1.2 an associate of a director of the applicant or of any of its subsidiaries;

3.11.1.3 the trustees of any employees’ share scheme or pension fund established for the benefit of any directors or

employees of the applicant or any of its subsidiaries;

3.11.1.4 any person that has an interest of more than 10% or more of the securities of the relevant class, unless the ZAR X

determines that, after taking account of relevant circumstances, such person may:

3.11.1.5 be included as a member of the public; or

3.11.1.5.1 employees of the issuer, where restrictions on trading in the issuer’s listed securities, in any manner or

form, are imposed by the issuer on such employees.


3.11.3 Securities will be regarded as being held by the public if any person that has an interest of 10% or more of such securities of

the relevant class:

3.11.3.1 is a fund manager or portfolio manager managing more than one fund or portfolio, where each fund or portfolio is

interested in less than 10% of the securities; provided that this exemption shall not apply where the fund or portfolio

manager is, in relation to any such fund or portfolio, acting in concert with any person that holds relevant securities

that, together with those held by the fund or portfolio in question, represent 10% or more of the securities; or

3.11.3.2 is the registered holder of securities that are the subject of a depository receipt programme and no depository

receipt holder, together with any person with whom he may be acting in concert, holds depository receipts

representing 10% or more of the securities, save where the holder is a fund or portfolio manager as contemplated

in paragraph 3.11.3 above.

3.12 Publication

3.12.1 An Issuer must have access to the Internet.

3.12.2 All announcements must be published on ZANS as well as on the issuer’s own website.

3.12.3 The following documents must also be published on the website:

3.12.3.1 the Listings Circular, including all reports required to be filed therewith;

3.12.3.2 the Listings Summary;

3.12.3.3 the Listings Agreement;

3.12.3.4 an executed Certificate of Compliance (Schedule 11); and

3.12.3.5 an index of the following documents comprising the Issuer’s CIPC documents, including:

3.12.3.5.1 Certificate of incorporation

3.12.3.5.2 MOI

3.12.3.5.3 Registered directors

3.12.4 All documents must be published in the data format as prescribed by ZAR X from time to time.

3.13 Notifications officer

3.13.1 An Issuer must designate at least one individual to act as the Issuer’s notifications officer with at least one alternate.

The notifications officers will be responsible for notifications or arranging for the notifications, on behalf of the Issuer, of all of

the documents required to be published by the Issuer.

3.13.2 An Issuer may publish documents through the facilities of a third-party service provider.

3.14 Related party transactions

3.14.1 Scope of Section

This section provides certain safeguards against those shareholders, directors and/or other persons related to an issuer taking advantage of their position. Transactions with parties related to an issuer are known as related party transactions.

Where any transaction is proposed between an issuer, or any of its subsidiaries, and a related party, a circular to shareholders and the approval of shareholders of the Issuer in general meeting will be required.

3.14.2 Definitions

For the purposes of this section, the following definitions apply:

(a) a “related party transaction” means a transaction, as contemplated or any variation or novation of an existing agreement, between an Issuer, or any of its subsidiaries, and a related party;

(b) “related party” means:

(i) a material shareholder;

(ii) any person that is, or within the 12 months preceding the date of the transaction was, a director of the Issuer or its holding company. For the purpose of this definition, a director includes a person that is, or within the 12 months preceding the date of the transaction was, not a director, but in accordance with whose directions or instructions the directors are or were accustomed to act;

(iii) any appointed adviser to the Issuer that has, or within the 12 months preceding the date of the transaction had, a beneficial interest, whether direct or indirect, in the listed company or any of its associates;

(iv) any person that is, or within the 12 months preceding the date of the transaction was, a principal executive officer of the issuer, by whatever position he may be, or may have been, designated and whether or not he is, or was, a director; and

(v) the asset manager or management company of a property entity, including anyone whose assets they manage or administer.


3.14.3 Consultation with the ZAR X

3.14.3.1 When an issuer is contemplating a transaction which will result in any unusual, vested or other interest(s) or rights being created for any of the parties in paragraph 3.14.2 above, the issuer must discuss the transaction with the ZAR X at an early stage in order for the ZAR X to determine whether it will exercise its discretion and classify the transaction as a related party transaction and any parties as related parties in terms of the transaction concerned.

3.14.3.2 The ZAR X may, in its sole discretion, require the listed company to provide it with a declaration that, to the best of the knowledge and belief of the directors, any nominee shareholders do not include any person who may be acting in concert with any other person in relation to the related party transaction.

3.14.4 Usual requirements for a related party transaction

3.14.4.1 If an issuer, or any of its subsidiaries, proposes to enter into a related party transaction or, if the ZAR X determines that a transaction is a related party transaction, the Issuer must:

(a) make an announcement containing particulars of the transaction, including the names or details of:

(i) if an acquisition, the vendors;

(ii) if a disposal, the purchasers;

(iii) the effective date;

(v) the conditions precedent; and

(vi) any other significant terms of the agreement.

(b) provide a description of the business carried on by the subject of the transaction;

(ii) the name of the related party concerned; and

(iii) details of the nature and extent of the interest of the related party in the transaction.

(c) the consideration, and how it was/is to be satisfied, including the terms of any arrangements for deferred consideration;

(d) furnish the agreement to the ZAR X;

(e) send a circular to its shareholders containing the information required by paragraph (a) above;

(d) obtain the approval, by resolution, of its shareholders either prior to the transaction being entered into or, if it is expressed to be conditional on such approval, prior to completion of the transaction;

(e) include in the ordinary resolution to approve or give effect to the transaction, a condition that the validity, for the purposes of the Listings Requirements, of the resolution will be subject to a simple majority of the votes of shareholders, other than the related party and its associates, being cast in favour of the resolution; and

(f) include a statement by the board of directors confirming whether the transaction is fair insofar as the shareholders of the issuer are concerned and that the board of directors has been so advised by an independent expert acceptable to the ZAR X.

3.14.5 Meeting of shareholders

3.14.5.1 Where a general/annual general meeting of the issuer has been called to approve a transaction and, after the date of the notice of meeting but prior to the meeting itself, the transaction becomes a related party transaction, the ZAR X may require that the issuer either:

(a) take immediate steps to amend the relevant resolution by including the condition referred to in paragraph 7.4(e) and give notice of the amendment to shareholders by way of a circular. Such circular must also contain any information required by paragraph 3.14.4 that was not contained in the original circular accompanying the notice of general/annual general meeting; or

(b) withdraw the notice of the general/annual general meeting and convene a fresh general/annual general meeting complying with paragraph (d) above.

3.15 Issues for cash

3.15.1 Description

3.15.1.1 An issue for cash is an issue of equity securities for cash (or the extinction of a liability, obligation or commitment,

restraint, or settlement of expenses) in compliance with paragraphs 3.15.1 to 3.15.3:

(a) on terms that are specifically approved by equity securities holders in general meeting in respect of that

particular issue (“a specific issue for cash”); or

(b) on terms generally approved by securities holders in general/annual general meeting by granting the board

of directors of the issuer the authority to issue a specified number of securities for cash, which authority will

be valid until the Issuer’s next annual general meeting or for 15 months from the date on which the general

issue for cash ordinary resolution was passed, whichever period is shorter, subject to the requirements of

the ZAR X and to any other restrictions set out in the authority (“a general issue for cash”).


3.15.2 Requirements for specific issues for cash

3.15.1.2 An applicant may only undertake a specific issue for cash subject to satisfactory compliance with the following

requirements:

(a) the equity securities which are the subject of the issue for cash must be of a class already in issue or, where this is not the case, must be limited to such securities or rights that are convertible into a class already in issue;

(b) if any of the equity securities are to be issued to non-public shareholders, as defined, this fact must be disclosed;

(c) the number or maximum number of equity securities to be issued must be disclosed;

(d) if the discount at which the equity securities are to be issued is not limited, this fact must be disclosed;

(e) if the discount at which the securities are to be issued is limited, such limit must be disclosed;

(f) if the issue is:

(i) to a related party/ies as described in paragraphs 3.14;

(ii) the price at which the equity securities are issued is at a discount to the weighted average traded price of such

equity securities measured over the 30 Business Days prior to the date that the price of the issue is agreed in

writing between the Issuer and the party subscribing for the securities (the ZAR X should be consulted for a ruling

if the applicant’s securities have not traded in such 30 Business Day period) then such issue shall be subject to the

inclusion of a statement by the board of directors confirming whether the issue is fair insofar as the shareholders

(excluding the related party/ies if it/they are equity securities holders) of the issuer are concerned and that the

board of directors has been so advised by an independent expert acceptable to the ZAR X; and

(iii) the board of directors must obtain a fairness opinion before making this statement.

(g) approval of the specific issue for cash ordinary resolution, by achieving a 75% majority of the votes cast in favour

of such resolution by all equity securities holders present in person or represented by proxy at the general meeting

convened to approve such resolution, on which any parties and their associates participating in the specific issue

for cash have not voted or whose votes have not been counted. If the dilution, as a result of a once-off issue

(calculated by taking the number of equity securities to be issued and dividing it by the number of listed equity

securities, excluding treasury shares) is equal to or less than 0.25% and the price at which the equity securities are

issued is equal to or at a premium to the weighted average traded price of such equity securities measured over the

30 business days prior to the date that the price of the issue is agreed in writing between the issuer and the party

subscribing for the securities (the ZAR X should be consulted for a ruling if the applicant’s securities have not traded in

such 30 Business Day period) then shareholder approval is not required.

3.15.3 Requirements for general issues for cash

An applicant may only undertake a general issue for cash subject to satisfactory compliance with the following requirements:

(a) the equity securities which are the subject of the issue for cash must be of a class already in issue or, where this is not

the case, must be limited to such securities or rights that are convertible into a class already in issue;

(b) the equity securities must be issued to public shareholders, as defined in paragraph 3.14, and not to related parties;

(c) securities which are the subject of a general issue for cash may not exceed 15% of the applicant’s listed equity

securities as at the date of the notice of general/annual general meeting seeking the general issue for cash authority,

provided that:

(i) the authority shall be valid until the Issuer’s next annual general meeting or for 15 months from the date on which

the general issue for cash ordinary resolution was passed, whichever period is shorter, subject to the calculation

of the applicant’s listed equity securities must be a factual assessment of the applicant’s listed equity securities as

at the date of the notice of general/annual general meeting, excluding treasury shares;

(ii) the specific number of shares representing the number up to 15% of the applicant’s listed equity securities as at

the date of the notice of general/annual general meeting must be included as a number in the resolution seeking

the general issue for cash authority;

(iii) any equity securities issued under the authority during the period contemplated in paragraph (c)(i), must be

deducted from such number in (ii) above; and

(iv) in the event of a sub-division or consolidation of issued equity securities during the period contemplated in

paragraph 8.3(c)(i), the existing authority must be adjusted accordingly to represent the same allocation ratio.

(d) the maximum discount at which equity securities may be issued is 10% of the weighted average traded price of such

equity securities measured over the 30 business days prior to the date that the price of the issue is agreed between

the issuer and the party subscribing for the securities. The ZAR X should be consulted for a ruling if the applicant’s

securities have not traded in such 30 Business Day period; and

(e) approval of the general issue for cash ordinary resolution, by achieving a 75% majority of the votes cast. The

resolution must be worded in such a way as to include the issue of any options/convertible securities that are

convertible into an existing class of equity securities, where applicable.


3.16 Options and convertible securities granted/issued for cash

Where options or convertible securities, excluding executive and staff share schemes, are granted/issued for cash (or for the extinction

or payment of any liability, obligation or commitment, restraint(s), or settlement of expense), such options/convertible securities,

issued otherwise than to existing holders of equity securities in proportion to their existing holdings, will be permitted in respect of:

3.16.1 a specific issue of such options/convertible securities, provided specific approval is obtained for such grant/issue in terms of

paragraph 3.15.2.

3.16.2 a general issue of options/convertible securities, provided approval for such grant/issue is obtained in terms of

paragraph 3.15.3.

3.17 Affected transactions

Where any issue for cash constitutes an “affected transaction” as defined in the Takeover Regulations and the Act such affected

transaction must be reported to the Panel by the issuer.

3.18 Required documentation

An Issuer must file with ZAR X the documents set out in the appendices to this section, based on the type of securities to be listed,

as follows:

3.18.1 Equity securities – Schedule 2.

3.18.2 Investment Companies.

3.18.3 Restricted Shares.

3.19 Limited liability

All securities to be listed should be fully paid up and non-assessable.

3.20 Responses and additional information and documentation

The Issuer must submit any additional information, documents or agreements requested by ZAR X.

3.21 Final documentation

The following documents must be provided to ZAR X prior to qualification for Listings:

3.21.1 a full set of company registration documents;

3.21.2 one original certified copy of the Listings Circular (Schedule 6) dated within three Business Days of the date it is submitted

to ZAR X together with any additions or amendments to the supporting documentation previously provided as required by

Appendix A to the Listings Application;

3.21.3 one original certified copy of the Listings Summary (Schedule 7) dated within three Business Days of the date it is submitted

to ZAR X;

3.21.4 two original executed copies of the applicable Listings Agreement (Schedule 9);

3.21.5 a letter from the Appointed advisor that the Issuer:

3.21.5.1 is in good standing under and not in default of any applicable corporate law or other applicable laws of establishment;

3.21.5.2 has the corporate power and capacity to own its properties and assets, to carry on its business as it is currently

being conducted, and to enter into the Listings Agreement and to perform its obligations thereunder; and

3.21.6 has taken all necessary corporate action to authorise the execution, delivery and performance of the Listings Agreement and

that the Listings Agreement has been duly executed and delivered by the Issuer and constitutes a legal, valid and binding

obligation of the Issuer, enforceable against the Issuer in accordance with its terms;

3.21.7 confirmation from the Appointed advisor that all securities previously issued of the class of securities to be listed or that may

be issued upon conversion, exercise or exchange of other previously-issued securities are or will be duly issued and are or

will be outstanding as fully paid and non-assessable securities;

3.21.8 SARS tax clearance certificate; and

3.21.9 audited annual financial statements from the preceding year.


3.22 Ongoing obligations for Listings

3.22.1 To continue to qualify for Listings, an Issuer must satisfy all of the following obligations:

3.22.1.1 the Issuer must be in good standing under and not in default of the Companies Act or FMA;

3.22.1.2 the Issuer must remain an issuer or equivalent in good standing in each jurisdiction in which it is an issuer or

equivalent and must not be in default of any requirement of any such jurisdiction;

3.22.1.3 the Issuer must comply with all ZAR X Requirements, and the terms of the Listings Agreement at all times;

3.22.1.4 the Issuer must publish all required documents and information required in accordance with the Listings

Requirements of ZAR X;

3.22.1.5 the Issuer must concurrently publish all public documents submitted to the CIPC;

3.22.1.6 if the Issuer is required to submit Personal Information Forms for each Related person at the time of Listings

then the Issuer must submit a Personal Information Form for any new Related person of the Issuer (and if any of

these persons is not an individual, a Personal Information Form for each director, officer and each person who

beneficially, directly or indirectly owns, controls or exercises direction over 10% or more of the voting rights of such

non-individual); and

3.22.1.7 the Issuer must take all reasonable care to ensure that any statement, document or other information which is

provided to or made available to ZAR X or published by the Issuer is not misleading, false or deceptive and does

not omit anything likely to affect the import of such statement, document or other information.

3.23 Suspensions

The ZAR X may suspend or withdraw from trading any Security that no longer complies with, or whose Issuer no longer conforms

to, the provisions of the Listings Requirements and the market rules and in the trading manual except if such a measure is likely to

significantly damage the interests of investors or to compromise the orderly operation of the market.

3.24 Transfer and registration of securities

The Issuer must maintain transfer secretarial and registration facilities in good-standing where the securities of the Issuer are directly

transferable.

3.24.1 The Issuer may appoint an agent to act as transfer secretary or may execute the transfer secretarial function internally.

3.24.2 The ZAR X may, on its own initiative, effect a transfer of Securities where an Issuer does not comply with the regulatory

provisions applicable to Securities admitted to trading on a Regulated Market.

3.25 Share certificates

3.25.1 Shareholders are prohibited from trading through the use of physical share certificates. Only dematerialised shares will be

eligible to transact on the ZAR X.

3.25.2 Certificates must bear a unique share certificate number, as well as the Issuer’s investor number.

3.25.3 All certificates must conform with the requirements of the corporate and securities legislation applicable to the Issuer.

3.25.4 The foregoing requirements, do not apply to a completely non-certificated issue that complies with the requirements

of ZAR X.

3.26 Full, true and plain disclosure

As an overriding principle, the Listings Circular must contain such particulars and information which, according to the particular

nature of the Issuer and the securities for which Listings is sought, are necessary to enable an investor to make an informed

assessment of the activities, assets and liabilities, financial position, management and prospects of the Issuer and of its profits and

losses (and of any guarantor) and of the rights attaching to such securities and must set out such information accurately and in plain

language as contemplated in the CPA.


Section 4:

Suspensions and disqualification

4.1 Listings agreement

The Listings Agreement authorises ZAR X to suspend Listings and trading in an Issuer’s securities without notice and at any time or

to disqualify for listing the securities of an Issuer, if ZAR X believes it is in the public interest.

4.2 Suspensions and withdrawals

ZAR X can order suspension or withdrawal any security from trading to allow for public dissemination of material news pursuant to

section 6 Appropriate disclosure and trade suspensions.

4.3 Suspensions

4.3.1 ZAR X will automatically and without any prior notice suspend from Listings an Issuer’s securities if, at any time, the Issuer

fails to meet any of the continuing obligations for Listings or, ZAR X considers it in the public interest to do so.

4.3.2 If an Issuer has had its securities suspended from Listings pursuant to this section, or otherwise has, within 90 days from the

date of such suspension, cured the default or breach that gave rise to the suspension and paid ZAR X the requalification fee

set out in Schedule 3, the Issuer’s securities will automatically requalify for listing.

4.3.3 Throughout the period during which an Issuer’s securities are suspended from trading, the ZAR X System will not allow

quotation or trading by authorised users in the securities of the Issuer; the ZAR X website will indicate that the Issuer’s

securities have been suspended from trading. Authorised users may not quote or trade the securities of the Issuer on other

marketplaces or over-the-counter unless prohibited under securities legislation.

4.3.4 Throughout the period during which an Issuer’s securities are suspended from trading, the Issuer must continue to comply

with all other applicable ZAR X Requirements.

4.4 Disqualifications and withdrawal of Listings

4.4.1 ZAR X will automatically and without any prior notice, suspend the listing of an Issuer’s securities unless the Issuer has, within

90 Days of having its securities suspended:

4.4.1.1 cured the default or breach that gave rise to the suspension from Listings; and

4.4.1.2 paid to ZAR X the requalification fee set out in Schedule 3.

4.4.2 An Issuer may at any time request that ZAR X withdraw from Listings all or any class of its securities. Any such request must

be made in writing and must identify the securities that will be the subject of the withdrawal.

4.4.3 An Issuer may seek the suspension or withdrawal of Securities from trading. To this end a justified request specifying the

reasons for the request must be addressed to the ZAR X. Upon review of the request, ZAR X will take into account the

interests of the stock market, of the investors and if applicable of the Issuer.

4.4.4 The ZAR X shall fix the date when the suspension or withdrawal of Securities will take effect. It may request the Issuer to

publish a press release to this effect and demand that the announcement be made sufficiently early so that a reasonable

timeframe can be respected between the announcement and the date on which the suspension or withdrawal becomes

effective.


Section 5:

Corporate governance

5.1 Introduction

No single governance structure fits all prospective issuers, and there is considerable diversity in organisational structures. Each Issuer

should develop a governance structure that is appropriate to its nature and circumstances. However all issuers must endeavour to

apply the King Code of governance to the appropriate degree.

Issuers must comply with the following specific requirements concerning corporate governance and must disclose the extent of

compliance therewith in their annual report:

5.1.1 (i) a narrative statement of how it has applied the principles set out in Chapter 2, Board and Directors (Role and Function of the

Board) of the King Code, providing an explanation that enables its shareholders to evaluate how the principles have been

applied;

(ii) a statement addressing the extent of its application of the principles set out in Chapter 2 of the King Code and the reasons

for each and every instance of non-compliance during the accounting period;

5.1.2 the issuer must have an appointed chief executive officer and a chairman and these positions must not be held by the same

person. The chairman must either be an independent non-executive director, or the issuer must appoint a lead independent

director, in accordance with the King Code;

5.1.3 all issuers must, appoint an Audit Committee in compliance with the King Code. At least 50% of the members of The Audit

Committee must comprise of non-executive directors;

5.1.4 the capacity of each director must be categorised as executive, non-executive or independent, using the following as

guidelines to determine which category is most applicable to each director:

(i) executive directors are directors that are involved in the management of the company and/or in full-time salaried

employment of the company and/or any of its subsidiaries;

(ii) non-executive directors are directors that are not:

(1) involved in the day-to-day management of the business, or

(2) full-time salaried employees of the company and/or any of its subsidiaries;

(iii) independent directors are as defined in the King Code. In addition, it must be noted that any director that participates in

a share incentive/option scheme, will not be regarded as independent;

(iv) at least 25% of the directors must be non-executive; and

(v) In the case of restricted share schemes, the ZAR X may, at its discretion, when requested to do so and due to the existence

of special circumstances in the corporate structure of the issuer, allow directors to deviate from the guidelines stipulated

above. This request must be accompanied by a detailed motivation by the issuer and the audit committee.

5.1.5 all Issuers must have an executive financial director. The ZAR X may, at its discretion, when requested to do so by the issuer

and due to the existence of special circumstances, allow the financial director to be employed on a part time basis only. This

request must be accompanied by a detailed motivation by the issuer and the audit committee;

5.1.5 the audit committee must consider, on an annual basis, and satisfy itself of the appropriateness of the expertise and

experience of the financial director. The issuer must confirm this by reporting to shareholders in its annual report that the

audit committee has executed this responsibility;

5.1.7 the board of directors must consider and satisfy itself, on an annual basis, of the competence, qualifications and experience

of the company secretary. The Issuer must confirm this by reporting to shareholders in its annual report that the board

of directors has executed this responsibility. This communication must specifically include details of the steps which the

board of directors took to make this annual assessment as well as providing information which demonstrates the actual

competence, qualifications and experience of the company secretary; and

5.1.8 the company secretary should maintain an arms-length relationship with the board of directors and that the company

secretary should ideally not be a director. The board of directors must specifically consider these two points and provide an

explanation in the annual report as to why it believes that there is an arm’s length relationship between itself and the company

secretary. If the company secretary is a director of the company or if the board of directors otherwise concludes that there is

not an arm’s length relationship between itself and the company, the board of directors must justify how the issuer is still able

to ensure that the company secretary effectively performs the role as the gatekeeper of good governance in the issuer and

how they have been able to adequately and effectively perform and carry out the roles and duties of a company secretary.

Where the company secretary is a juristic person the board of directors in its assessment must consider the individual/s

who perform the company secretary role as well as the directors and shareholders of the juristic person. The imposition of a

juristic person in itself does not create an arm’s length relationship.

Boards of directors should be structured and their proceedings conducted in a manner that will encourage, reinforce, and

demonstrate the board’s role as an independent and informed monitor of the conduct of the corporation’s affairs and the

performance of its management.

The Companies Act subscribes to the “enlightened shareholder value approach” – which requires that directors are obliged

to promote the success of the company in the collective best interest of shareholders. This includes, as appropriate, the

company’s need to take account of the legitimate interests of other stakeholders including among others, the community,

employees, customers and suppliers.


5.2 Directors and officers

5.2.1 The identity, history and experience of management, including officers and directors, is important information concerning an

Issuer.

5.2.2 Every executive officer and director of an Issuer is required to complete a Personal Information Form (Schedule 8) upon their

appointment or election as an officer or director of an Issuer.

5.2.3 The PIF together with a detailed CV containing information about the directors and officers of an Issuer must be submitted to

the ZAR X together with the application for Listings of its securities. An Issuer must remove, or cause the resignation of, any

director or officer which ZAR X determines is not suitable for the purpose of acting as a director or officer of an Issuer, failing

which ZAR X may immediately disqualify Listings of the Issuer’s securities.

5.3 Changes to directors

5.3.1 An issuer, through its sponsor, must notify the ZAR X of any change to the board of directors or company secretary including:

(a) the appointment of a new director or company secretary;

(b) the resignation, removal, retirement or death of a director or of the company secretary; and/or

(c) changes to any important functions or executive responsibilities of a director,

without delay and no later than by the end of the business day following the decision or receipt of notice detailing the change.

Such changes must be announced as soon as practically possible and also included in the issuer’s next publication of

Listings particulars, interim report or annual financial statements.

5.3.2 All directors of issuers are bound by and must comply with the Listings Requirements, as amended from time to time, in their

capacities as directors and in their personal capacities.

5.4 Dealing in Securities

5.4.1 An Issuer, must via its AA announce the following information:

(a) details of all transactions (including off market transactions) in securities relating to the issuer by or on behalf of:

(i) a director and company secretary (held beneficially, whether directly or indirectly) of the Issuer;

(ii) a director and company secretary (held beneficially whether directly or indirectly) of a major subsidiary company

of the issuer; or

(iii) any associate of 5.4.1(a)(i) or (ii) above;

(b) such announcement shall contain the following information:

(i) the name of the director;

(ii) the name of the company of which he is a director;

(iii) the date on which the transaction was effected;

(iv) the price, number, total value and class of securities concerned;

(viii) confirmation as to whether the trades were done on-market or off-market; and

(vi) whether clearance has been given by the chairman of the board.

(c) Any director who deals in securities relating to the issuer is required to disclose the information required by paragraph (b)

to the issuer without delay and, in any event, by no later than three business days after dealing. The Issuer must in turn

announce such information without delay and, in any event, by no later than 24 hours after receipt of such information

from the director concerned.

5.4.2 Prohibited periods

A director may not deal in any securities relating to the Issuer:

(a) during a closed period as defined; and

(b) at any time when he is in possession of unpublished price sensitive information in relation to those securities or otherwise

where clearance to deal is not given in terms of clause (b)(vi).

5.5 Appointed adviser (“AA”)

5.5.1 Appointment

5.5.1.1 A new applicant seeking a Listings of securities on ZAR must appoint an AA in terms of a written contract and must

ensure that it has an AA at all times.

5.5.1.2 The AA must comply with, and is subject to, all the provisions of the Listings Requirements.

5.5.2 Responsibilities

5.5.2.1 The AA’s role is of particular importance to the successful operation of ZAR X, since each issuer must, with the

guidance and assistance of the AA, comply with and discharge its responsibilities under the Listings Requirements.

In this regard, the AA is expected to advise the issuer on all of the issuer’s responsibilities in a competent,

professional and impartial manner.

5.5.2.2 The AA must ensure, at all times, that neither its conduct nor its judgement impair the integrity and reputation

of ZAR X.

5.5.2.3 The AA must immediately inform the ZAR X, in writing, if the issuer does not comply with the applicable regulation.


5.5.2.4 The AA must, prior to Listings, confirm in writing that:

(a) all the documents required by the Listings Requirements have been so submitted;

(b) it considers the new applicant to be suitable for Listings on ZAR X;

(c) the new applicant complies with all of the conditions for Listings set out in the Listings Requirements;

(d) the pre-Listings statement is in compliance with the Listings Requirements and that:

(i) the information contained in the pre-Listings statement is accurate and complete in all material respects

and not false or misleading;

(ii) there are no other matters, the omission of which would make any statement in the pre-Listings statement

false or misleading;

(iii) statements of fact and opinion expressed by the directors in the pre-Listings statement have been arrived at

after due and careful consideration on the part of the directors and are founded on bases and assumptions

that are fair;

(iv) the directors of the new applicant have made sufficient enquiries so as to enable them to give the

confirmations set out in the “responsibility statement” contained in the Listings Circular;

(e) there are no matters, other than those disclosed in the pre-Listings statement or otherwise in writing to the

ZAR X, which should have been disclosed for the ZAR X to be able to consider the application for Listings of

the relevant securities; and

(f) the AA (or other adviser(s) acceptable to the AA) has explained to the directors of the new applicant the

nature of their responsibilities under the Listings Requirements, the Act, the Takeover Regulations and IFRS

(“applicable regulation”) and the AA (or other adviser(s)) has satisfied itself to the best of its knowledge and

belief, having made due and careful enquiries that:

(i) the directors have the requisite expertise and experience;

(ii) they understand the nature of those responsibilities and can be expected to honour their obligations under

the Listings Requirements and other applicable regulation;

(iii) they can be expected to prepare and publish all information necessary for an informed market to take place

in the applicant issuer’s securities; and

(iv) the information supplied on the director’s declaration has been verified and confirmed as true.

5.5.2.5 The AA must take all reasonable steps to brief all new appointees to the board of directors of the Issuer as to the

nature of their responsibilities under the Listings Requirements, other applicable regulations and the general nature

of their obligations in relation to shareholders. The AA must also ensure that:

(a) the directors of the new applicant have completed the PIF prior to Listings; and

(b) all new appointees complete the PIF within one month of appointment as directors.

5.5.2.6 The directors of the Issuer must be informed by the AA (or other advisers acceptable to the AA), on a timely basis,

of any amendment or supplement to the Listings Requirements, or other applicable regulation.

5.5.2.7 The AA shall, prior to publication, review with the issuer all periodic financial information, announcements and other

documentation detailed with a view to ensuring that the directors of the issuer, after due and careful consideration,

understand the importance of accurately disclosing all material information to shareholders and the market.

5.5.2.8 The AA must regularly review the Issuer’s actual trading performance and financial condition in order to ensure that

appropriate disclosure is made timeously.

5.5.2.9 The AA must ensure that at least one of its approved executives attends all board of directors meetings of the issuer,

in an advisory capacity, to ensure that all Listings Requirements and applicable regulations are complied with.

5.5.3 Disciplinary action

5.5.3.1 If the ZAR X determines, after taking account of written representations, that an AA has breached any of its

responsibilities under the Listings Requirements, then ZAR X is entitled to take any one or more of the following

actions:

(a) censure the AA with the relevant professional body;

(b) remove the AA from the Register of AAs maintained by the ZAR X;

(c) impose a penalty not exceeding R1 million; and

(d) publish details of the action it has taken and the reasons for that action.

5.5.4 Where the ZAR X has decided to take any action described in paragraph 5.5.3.1, the AA shall be entitled to request that the

decision be taken on appeal in accordance with the provisions of paragraph 2.7.


Section 6:

Appropriate disclosure

6.1 Introduction

ZAR X views the following three fundamental principles as essential to promote a fair and efficient capital market that fosters

confidence and protects investors from unfair, improper or fraudulent practices:

6.1.1 accurate and timely disclosure of material information by Issuers; and

6.1.2 announcements must be published on ZANS and the issuer’s website.

6.1.2.1 depending on the nature of the information, ZAR X might require voluntary publication in the press.

6.1.3 comprehensive market regulation to ensure that accurate and timely continuous disclosure occurs. All investors must have

equal and timely access to material information about an Issuer, both to allow investors to make reasoned and informed

investment decisions, and to participate in securities markets on an equal footing with other investors.

6.1.4 To continue to qualify for listing, every Issuer must make accurate, timely continuous disclosure of material information that

complies with the Companies Act as well as the FMA.

6.2 Notifiable events

6.2.1 Issuers are required to make full public disclosure of all material information.

6.2.2 In the event that a transaction can be kept confidential then the issuer has the right to continue with said corporate action

to the extent that it is able to keep it confidential.

6.2.3 Actual or proposed corporate actions that require immediate disclosure include, but are not limited to, the following:

6.2.3.1 changes in share ownership that may affect control of the Issuer;

6.2.3.2 changes in corporate structure, such as reorganisations, amalgamations, etc.;

6.2.3.3 take-over bids or issuer bids;

6.2.3.4 major corporate acquisitions or dispositions;

6.2.3.5 changes in capital structure;

6.2.3.6 borrowing of a significant amount of funds;

6.2.3.7 public or private sale of additional securities;

6.2.3.8 development of new products and developments affecting the Issuer’s resources, technology, products or

market;

6.2.3.9 significant discoveries or exploration results, both positive and negative, by resource companies;

6.2.3.10 entering into or loss of significant contracts;

6.2.3.11 firm evidence of significant increases or decreases in near-term earnings prospects;

6.2.3.12 changes in capital investment plans or corporate objectives;

6.2.3.13 significant changes in management;

6.2.3.14 significant litigation;

6.2.3.15 major labour disputes or disputes with major contractors or suppliers;

6.2.3.16 events of default under financing or other agreements; or

6.2.3.17 any other developments relating to the business and affairs of the Issuer that might reasonably be expected to

influence or change an investment decision of a reasonable investor.

6.2.4 Disclosure is only required where a development is material. Announcements of an intention to proceed with a transaction

or activity should only be published once a decision has been made to proceed with it by the Issuer’s board of directors or

by senior management with final approval from the board of directors. However, a corporate action in respect of which no

firm decision has yet been made but that is reflected in the market price may require prompt disclosure.

6.2.5 Forecasts of earnings and other financial forecasts need not be disclosed, but where a significant increase or decrease in

earnings is indicated in the near future, such as in the next fiscal half year, this fact must be disclosed. Forecasts should

not be provided on a selective basis to investors or others not involved in the management of the affairs of the Issuer. If

disclosed, they should be generally disclosed.


6.3 Consultation with the ZAR X

6.3.1 It is the responsibility of each Issuer to determine what information is material in the context of the Issuer’s own affairs. The

materiality of information varies from one Issuer to another, and will be influenced by factors such as the Issuer’s profitability,

assets, capitalisation, and the nature of its operations. An event that is “significant” or “major” in the context of a smaller

Issuer’s business and affairs may not be material to a larger Issuer.

6.3.2 Given the element of judgment involved, Issuers are encouraged to consult with the ZAR X on a confidential basis as to

whether or not a particular event gives rise to material information.

6.4 Rumours and unusual trading activity

6.4.1 Rumours and unusual trading activity may influence or affect the investment decision of a reasonable investor and/or

the trading price of the Issuer’s securities. It is impractical to expect management to be aware of, and comment on, all

rumours or unusual trading activity. Subject to pre-notification to the ZAR X, an Issuer is required to disclose material

information immediately upon the information becoming known to management, or in the case of information previously

known, upon it becoming apparent that the information is material. Immediate release of information is necessary to ensure

that it is promptly available to all investors and to reduce the risk that persons with access to that information will act upon

undisclosed information.

6.4.2 The need for immediate disclosure frequently requires that press releases be issued during trading hours, especially when

an important corporate action has occurred. When this occurs, the Issuer must notify the ZAR X prior to the issue of a

press release. The ZAR X will then be able to determine whether trading in the Issuer’s securities should be temporarily

suspended.

6.5 Dissemination

6.5.1 A news release must be transmitted to the media by the most efficient method that will facilitate the widest dissemination

possible. To ensure that the entire financial community is aware of the news at the same time, a wire service (or combination

of services) must be used that provides national and simultaneous coverage.

6.5.2 ZAR X accepts the use of any news services that meet the following criteria:

6.5.2.1 publish full text using ZANS;

6.5.2.2 notifications of news on the Issuer website; and

6.5.2.3 registered shareholders of the Issuer using email and or sms or similar text application.

6.5.3 Dissemination of news is essential to ensure that all investors have equal and timely information. The onus is upon the Issuer

to ensure appropriate dissemination of news releases, and any failure to properly disseminate news will be deemed to be a

breach of this section and will constitute grounds for suspension or disqualification from Listings of the Issuer’s securities.

In particular, ZAR X will not consider relieving an Issuer from its obligation to disseminate news properly because of cost

factors.

6.5.4 Issuers must simultaneously publish to ZANS all news releases disseminated.

6.6 No selective disclosure

6.6.1 Disclosure of material information must not be made on a selective basis. The disclosure of material information must

ensure that all investors have access to the information on an equal basis.

6.6.2 The board of directors of an Issuer should put in place policies and procedures that will ensure that those responsible for

dealing with shareholders, brokers, analysts, and other external parties are aware of their and the Issuer’s obligations with

respect to the disclosure of material information.

6.6.3 Should material information be disclosed, whether deliberately or inadvertently, other than through a widely disseminated

press release in accordance with the rule, the Issuer must immediately contact the ZAR X and request a suspension of

trading pending the general publication of the information.

6.7 Content of news releases

6.7.1 Announcements of material information should be factual and balanced and unfavourable news must be disclosed as

promptly and completely as favourable news. News releases must contain sufficient detail to enable investors to assess

the importance of the information to allow them to make informed investment decisions. Issuers should communicate

clearly and accurately the nature of the information, without including unnecessary details, exaggerated reports or editorial

commentary.

6.7.2 All news releases must include the name of the notifications officer of the Issuer who is responsible for the announcement,

together with the Issuer’s telephone number. The Issuer may also include the name and telephone number of an additional

contact person.

6.7.3 Any Issuer that fails to comply with any provision of this section may be subject to a suspension of trading without prior

notice to the Issuer.


6.8 Insider trading

6.8.1 Issuers must ensure that insiders and any other third parties who have access to material information about the Issuer

before it is disclosed to the public, are aware that trading in securities of the Issuer (or securities whose market price or

value varies materially with the securities of the Issuer) while in possession of undisclosed material information, or tipping

off of such information is prohibited under applicable securities legislation, and may give rise to administrative, civil and/or

criminal liability.

6.8.2 In any situation where material information is being kept confidential, management is under a duty to take every possible

precaution to ensure that no trading whatsoever takes place by any insiders or persons in a special relationship with the

Issuer in which use is made of such information before it is generally disclosed to the public.

6.8.3 In the event that the ZAR X is of the opinion that insider or improper trading may have occurred before material information

has been disclosed and disseminated, the ZAR X may require that an immediate announcement be made disclosing such

material information. The ZAR X will refer the matter to the Regulator for enforcement action.


Section 7:

Distributions

7.1 General

7.1.1 Issuers must comply with the requirements of this section for any distribution of listed securities or any distribution of a

security that is exchangeable, exercisable or convertible into a listed security. The specific requirements that apply depend

on the nature of the agreement giving rise to the distribution.

7.1.2 Timely disclosure recognises that restricted circumstances may exist where an Issuer may keep material information

confidential for a limited period of time if premature disclosure would be unduly detrimental to the company.

7.1.3 Distributions that result in or could result in a change of business or a change of control may be subject to the additional

requirements of section 13 Fundamental Changes. Non-arm’s length distributions may be subject to the requirements of

the FMA/Companies Act in addition to the requirements of this Section.

7.1.4 In addition to the requirements of this section, Issuers must comply with applicable requirements of the FMA and the

Companies Act for any distribution of securities.

7.1.5 As an issue or potential issue of securities constitutes material information, the Issuer must comply with section 6 Appropriate

disclosure and suspension of trading in addition to the requirements of this Section.

7.2 Private placements

7.2.1 ZAR X defines the term “private placement” as a Listings Circular exempt distribution of securities for cash or in consideration

for forgiveness of bona fide debt. Issuers may not make a private placement at a price per security lower than the greater of

7.2.1.1 R0.05; and

7.2.1.2 the closing market price of the security on the ZAR X System on the trading day prior to the earlier of dissemination

of a news release disclosing the private placement or notifications of notice of the proposed private placement,

less a discount which shall not exceed 20%.

7.2.2 If debt is to be exchanged for shares, the purchase price is to be determined by the face amount of the debt divided by the

number of shares to be issued. If the private placement involves securities exercisable or convertible into a listed security,

please refer to section 12 Significant transactions and corporate actions in addition to this section.

7.2.3 An Issuer that has agreed to do a private placement must immediately publish notice of the proposed private placement

(Schedule 14) on ZANS.

7.2.4 At least one full Business Day prior to closing of the proposed private placement the Issuer must publish an amended

Schedule 14, if applicable.

7.2.5 Upon closing of the offer, the Issuer must publish the following documents:

7.2.5.1 a letter from the Issuer confirming receipt of proceeds; and

7.2.5.2 an executed Certificate of Compliance (Schedule 7) from the Issuer that it has complied with and is in compliance

with South African securities laws and ZAR X Listings Requirements.

7.3 Acquisitions

7.3.1 Where an Issuer proposes to issue securities as full or partial consideration for assets (including securities), the Issuer

must immediately publish a notice of the proposed acquisition (Schedule 14). Management of the Issuer is responsible

for ensuring that the consideration paid for the asset is reasonable and must retain adequate evidence of value received

for consideration paid such as confirmation of out-of-pocket costs or replacement costs, fairness opinions, geological

reports, financial statements or valuations. The evidence of value must be made available to ZAR X upon request. Shares

must be issued at a price that does not exceed the maximum discount allowable under Section 3 Conditions for Listings,

paragraph 3.

7.3.2 At least one full Business Day prior to closing of the proposed acquisition the Issuer must publish an amended Schedule

14, if applicable.

7.3.3 Immediately after closing, the Issuer must publish the following documents:

7.3.3.1 a letter from the Issuer confirming closing of the acquisition and receipt of the assets, transfer of title to the

assets or other evidence of receipt of consideration for the issuance of the securities; and

7.3.3.2 an executed Certificate of Compliance (Schedule 7) from the Issuer that it has complied and is in compliance

with South African securities law.

7.4 Offers to the public

7.4.1 An Issuer proposing to issue securities to the public pursuant to a Pre-Listings Statement/Prospectus must disseminate a

press release and file notice of the proposed offering (Schedule 13) immediately upon filing the Prospectus;

7.4.2 The Issuer must publish the following documents concurrently with their filing at CIPC:

7.4.2.1 a copy of the preliminary Prospectus;

7.4.2.2 a copy of the receipt for the preliminary prospectus issued by CIPC;


7.4.2.3 a copy of the final prospectus; and

7.4.2.4 a copy of the receipt for the final prospectus issued by the Commission. The Issuer may publish any other

information or documentation relating to the proposed prospectus offering otherwise in compliance with South

African securities regulation that the Issuer considers relevant or of interest to investors.

7.4.3 Prior to closing of the prospectus offering and the issuance of any securities pursuant thereto the Issuer must publish the

following documents:

7.4.3.1 an amended Schedule 13, if applicable;

7.4.3.2 a copy of the final Listings Circular (if not already published);

7.4.3.3 a copy of the receipt for the final prospectus issued by the Commission (if not already published); and

7.4.3.4 an executed Certificate of Compliance (Schedule 7) from the Issuer that it has complied with and is in compliance

with South African securities law and ZAR X Listings Requirements.

7.5 Introductory offers

An Issuer proposing to issue securities as an introductory offer, pursuant to a Listings Circular must disseminate a press release and

file notice of the proposed offering to ZAR X and publish the following documents in the following manner:

7.5.1 comply with the Conditions for Listings as stipulated in Schedule 1; and

7.5.2 comply with the documentation requirements as stipulated in Schedule 2;

7.6 Incentive share options

7.6.1 This section sets out ZAR X’s requirements governing employee share options which are used as incentives or compensation

mechanisms for employees, directors, officers, consultants and other persons who provide services to Issuers.

7.6.2 An Issuer must publish the notice of share option grant or amendment (Schedule 16) immediately following each grant of

share options by the Issuer.

7.6.3 The terms of an option may not be amended once issued. If an option is cancelled prior to its expiry date, the Issuer must

publish notice of the cancellation and shall not grant new options to the same person until 30 days have elapsed from the

date of cancellation.

7.7 Rights offers

7.7.1 General requirements

An Issuer completing a rights offer must do the following at least 5 (five) trading days before the record date (the record date

being the date of closing of the transfer books for preparation of the final list of shareholders who are entitled to receive

rights):

7.7.1.1 clearances for the rights offer must be obtained from the ZAR X and all other securities commissions in

jurisdictions where the rights will be distributed;

7.7.1.2 all the terms of the rights offer must be finalised;

7.7.1.3 the Issuer must publish all of the following documents (in addition to any other documents that may be required

by South African securities law and other applicable securities legislation);

7.7.1.4 a specimen copy of the rights certificates; and

7.7.1.5 a written statement as to the Date on which it is intended that the rights offering circular and rights certificates

will be mailed to the shareholders (which should be as soon as possible after the record date).

7.7.2 Rights are listed on the ZAR X System on the second trading day preceding the record date. At the same time, the shares of

the Issuer commence trading on an ex-rights basis, which means that purchasers of the Issuer’s securities are not entitled

to receive the rights.

7.7.3 Rights must be transferable.

7.7.4 Once the rights have been listed on the ZAR X System, the essential terms of the rights offer, such as the exercise price or

the expiry date, may not be amended.

7.7.5 The rights offering must be unconditional.

7.7.6 As soon as possible after the expiry of the rights offer the Issuer must do the following:

7.7.6.1 publish a notice via email and on ZENS stating the number of securities issued as a result of the rights offering,

including securities issued pursuant to any underwriting or similar arrangement; and

7.7.6.2 disseminate a ZANS news release setting out the results of the rights offer and confirming the closing of the offer.


Section 8

Significant transactions and corporate action

8.1 Significant transactions

ZAR X defines the term “significant transaction” as any corporate transaction, not involving an equity security that constitutes

material information concerning the Issuer. Significant transactions include, but are not limited to, material acquisitions, dispositions,

option issues and joint venture agreements or license agreements entered into by the Issuer. In addition, “significant transaction”

includes:

8.1.1 any transaction or series of transactions with any party with an aggregate value greater than the lower of:

8.1.1.1 R10 000 000 or

8.1.1.2 20% of the Issuer’s market capitalisation; and

8.2.2 any payment of bonuses, finder’s fees, commissions or other similar payment by an Issuer;

8.2.3 any loan to an issuer other than a loan granted by a financial institution; and

8.2.4 entering into any oral or written contract for Investor Relations Activities relating to the Issuer by the Issuer or by any other

person of which the Issuer has knowledge.

8.2 Corporate actions

8.1 ZAR X defines the term “corporate actions” as any internal corporate action that initiates material information concerning the Issuer.

This includes, but is not limited to, material corporate actions regarding an Issuer’s products or the creation of a new product.

8.2 Corporate action may also include corporate action relating to an agreement such as the Issuer completing or failing to complete a

milestone provided for in an agreement or breaching the terms of an agreement.

8.3 If the significant transaction constitutes material information relating to the Issuer, the Issuer must disseminate a ZANS news release

pursuant to section 6 Appropriate disclosure and suspension of trading.

8.4 The issuer must include updated information relating to significant transactions. Significant transactions that result in a change of

business may be subject to the additional requirements of Section 9 Fundamental changes.

8.4.1 non-arm’s length significant transactions may be subject to the requirements of the FMA and/or the Companies Act in

addition to the requirements of this section;

8.4.2 in the case of an acquisition, management of the Issuer is responsible for ensuring that the consideration paid for the asset

is reasonable and must retain adequate evidence of value received for consideration paid such as confirmation of out-of-

pocket costs or replacement costs, fairness opinions, geological reports, financial statements or valuations. The evidence

of value must be made available to ZAR X upon request;

8.4.3 Issuers involved in a significant transaction or corporate action must immediately publish notice of the proposed significant

transaction or corporate action (Schedule 15) concurrently or as soon as practicable following the issuance of a news/

press release announcing the significant transaction or corporate action (if the significant transaction constitutes material

information concerning the Issuer) or upon the Issuer agreeing to the significant transaction (in all other cases);

8.4.4 at least one full Business Day prior to the closing of a proposed significant transaction the Issuer must publish an initial or

amended Schedule 15, if applicable;

8.4.5 forthwith upon closing of a significant transaction, the Issuer must publish a notice confirming receipt of proceeds or

payment of consideration provided for in the agreement(s) relating to the significant transaction (or describing the receipt or

payment Schedule); and

8.4.6 a certified Certificate of Compliance (Schedule 11) from the Issuer that it has complied and is in compliance with securities

regulation.


Section 9:

Fundamental changes

9.1 A “Fundamental change” is a major acquisition accompanied or preceded by a change of control.

9.2 A “major acquisition” by an Issuer means an asset purchase (whether for cash or securities), take-over (formal bid or exempt bid),

amalgamation, arrangement or other form of merger, the result of which is that for the next 12-month period at least 50% of the

Issuer’s:

9.2.1 assets will be comprised of; or

9.2.2 anticipated revenues are expected to be derived from the assets, properties, businesses or other interests that are the

subject of the major acquisition.

9.3 A “change of control” is a transaction or series of transactions involving the issue or potential issue of that number of securities of an

Issuer that:

9.3.1 is equal to or greater than 100% of the number of equity securities of the Issuer outstanding prior to the transaction or series

of transactions (commonly referred to as a “reverse take-over”); or

9.3.2 otherwise results in a change of control of the Issuer or a substantial change of management or of the board of directors of

the Issuer.

9.4 ZAR X may in its sole discretion determine that a transaction or series of transactions is a Fundamental change, notwithstanding

these thresholds. In broad terms, a Fundamental change to an Issuer effectively results in a new issuer, such that the existing

disclosure record cannot be relied upon to fairly value the company’s securities.

9.5 Issuers that are contemplating a transaction or series of transactions that may be a Fundamental change must consult with ZAR X

at an early stage to determine how ZAR X will characterise the transaction.

9.6 Adequate disclosure sufficient to permit trading to occur on the basis of information adequate for investors to make informed

investment decisions must be prepared and disseminated by the Issuer and provided in an information circular or management

proxy circular and Listings Circular.

9.7 Enhanced disclosure should be made in connection with the announcement of a fundamental change. The disclosure should

initially be made in a news release (to be issued and published on ZANS pursuant to section 5 Appropriate disclosure suspension

of trading).

9.8 ZAR X will suspend trading in the securities of the Issuer upon the announcement of a fundamental change to permit dissemination

of the material information. ZAR X will enforce the suspension at least until the documentation required has been accepted and

published. During the suspension, no ZAR X authorised user may trade in the security in any market either as principal or agent.

9.9 All fundamental changes must be approved by the security holders of the Issuer at a meeting prior to completion of the transaction.

9.10 The information circular or management proxy circular delivered to security holders of the Issuer must contain Listings Circular level

disclosure of the resulting company, including the financial statement disclosure set out in the FMA and/or Companies Act.

9.10.1 The information circular or management proxy circular must provide historical financial statements for the target company

as if it were going public by way of Listings Circular and making application for Listings to ZAR X, plus pro forma financial

statements giving effect to the transaction for the last full fiscal year of the target company and any half year that has been

completed in the current fiscal year. The information circular or must be published on the Issuer website as well as on

ZANS.

9.10.2 The Issuer must meet the criteria for Listings notwithstanding the effects of the Fundamental change and make a full

application to qualify its securities for Listings on the ZAR X System by preparing and filing all of the documents and

following the procedures set out in section 3 Conditions for Listings, concurrently with filing the information circular.

9.10.3 Completion of the transaction prior to qualification for Listings of the securities of the Issuer resulting from the transaction

will result in a suspension from Listings of the Issuer.

9.10.4 Principals of the resulting Issuer must enter into an escrow agreement as if the company was subject to the requirements

of section 3 Conditions for Listing that provides for the escrow of the principal insiders’ shares for a period of at least

24 months.

9.10.4.1 Escrow releases will be Scheduled at periods specified in in paragraph 3.2.1.6 that is, 20% will be released on

the Date that the shares commence trading on the ZAR X system followed by two subsequent releases of 50%

every year thereafter.

9.10.4.2 The form of the escrow agreement must be completed as provided in Schedule 12. ZAR X will allow earlier

releases from escrow if it is satisfied that the circumstances of the Issuer are such that if it were listed on an

exchange and such early release would be permitted under the requirements.


Section 10:

Name change, share splits and share consolidations

10.1 Change of name

10.1.1 Upon a change of name of an Issuer, ZAR X may assign a new share symbol to the Issuer’s securities at the request of the

Issuer or upon its own initiative. The Issuer’s choices should be communicated to ZAR X for approval, prior to adoption of

the name change.

10.1.2 The following documents must be published in connection with a name change:

10.1.2.1 a press release announcing the name change;

10.1.2.2 a notarial or certified copy of the Certificate of Amendment, or equivalent document;

10.1.2.3 a copy of the definitive specimen of the new or over-printed share certificates;

10.1.2.4 confirmation from the registrar and transfer agent that it is in a position to effect transfer in the new issue; and

10.1.2.5 confirmation of notification by the Issuer to the Commission and the CSDP of the name change.

10.1.3 The Issuer’s securities will normally commence trading on the ZAR X System under the new name and symbol at the

opening of trading 2 (two) or 3 (three) trading days after all the documents set out in Schedule 2 are published. ZAR X will

issue a ZANS Bulletin to authorised users advising of the name change and effective date of trading under the new name

and symbol.

10.2 Share splits

10.2.1 In order to facilitate trading in the securities of the Issuer and prevent confusion the Issuer must, after obtaining all necessary

shareholder and other corporate approvals, if applicable, fix in advance a record date for determining shareholders entitled

to the benefit of the share split.

10.2.2 If the share split requires shareholder approvals, the meeting of shareholders must take place at least seven trading days

in advance of the record date.

10.2.3 The shares will commence quotation on the ZAR X System on a split basis at the opening of business on the second trading

Day preceding the record Date. ZAR X will issue a ZANS Bulletin to authorised users advising of the share split and effective

date of trading on a split basis.

10.2.4 If the push-out method is to be used, the following documents must be published and filed with ZAR X at least three trading

days in advance of the record date:

10.2.4.1 an announcement on ZANS and the Issuer website announcing the share split;

10.2.4.2 written confirmation of the record date, which is deemed to be after the close of the ZAR X System on that day;

10.2.4.3 confirmation of notification of the Issuer to the appropriate commission(s) and the ZAR X of the share split; and

10.2.4.4 a copy of the amendment, or equivalent document. The Issuer must also email a written statement as to the

Date the additional share certificates were mailed to the shareholders.

10.3 Share consolidation

10.3.1 Issuers may not effect a share consolidation which reduces the number of issued and outstanding shares of the Issuer,

without giving effect to any other distribution or transaction, to less than 1 000 000 shares or if the share consolidation

is effected in connection with another distribution or transaction, to less than 500 000 shares, prior to giving effect to the

distribution or transaction.

10.3.2 Issuers shall not effect a share consolidation which reduces the number of public shareholders (as that term is defined in

section 3) holding at least a board lot to less than 100, prior to giving effect to any other distribution or transaction. In the

case of a share consolidation in connection with a fundamental change, the number of shares and public holders of at least

a board lot may not be reduced below the minimum required for eligibility for Listings for a new Issuer.

10.3.3 The following documents must be published at least three trading Days in advance of the record date:


10.3.3.2 a completed Schedule 17;

10.3.3.3 written confirmation of the Record Date (if applicable);

10.3.3.4 a certified copy of the shareholder resolution authorising the share consolidation;

10.3.3.5 an opinion from legal counsel that all the necessary steps have been taken to validly effect the consolidation in

accordance with applicable law;

10.3.3.6 a definitive specimen of the new share certificates; and

10.3.3.7 confirmation from the registrar and transfer agent that it is in a position to effect transfers of the consolidated

shares.


10.3.4 The Issuer must publish on its website and ZANS:

10.3.4.1 a copy of the amendment, or equivalent document giving effect to the share consolidation.

10.3.5 The shares will commence quotation on the ZAR X System on a consolidated basis on the second trading Day preceding

the Record Date. ZAR X will issue a ZANS Bulletin to authorised users advising of the share consolidation and effective Date

of trading on the consolidated basis.

10.4 Share reclassification (with no share split)

10.4.1 The following documentation must be published in connection with a share reclassification not involving a share split, a

reclassification into more than one class of shares or other change to the Issuer’s capital structure, in which case the Issuer

must consult with ZAR X in order to determine the appropriate procedure and ZAR X Requirements:


10.4.1.2 a completed Schedule 17;

10.4.1.3 a written confirmation of the record Date;

10.4.1.4 a certified copy of the shareholders resolution approving the reclassification;

10.4.1.5 an opinion from counsel that all the necessary steps have been taken to validly effect the share reclassification

in accordance with applicable law;

10.4.1.6 a definitive specimen(s) of the new or over-printed share certificate(s); and

10.4.1.7 confirmation from the registrar and transfer agent that it is in a position to effect transfers in the reclassified

shares.

10.4.2 The Issuer must also publish:

10.4.2.1 a copy of the amendment, or equivalent document.

10.4.3 The reclassification will normally become effective for quotation purposes on the ZAR X System two trading days preceding

the Record Date. ZAR X will issue a ZANS Bulletin to authorised users advising of the share reclassification and effective

date of trading on the reclassified basis.

10.4.4 If the reclassification involves the issue of restricted shares, the company must comply with of the FMA/Companies Act in

addition to this Section.


Section 11:

Censure and penalties

11.1 Where the ZAR X finds that an issuer or any of an Issuer’s director(s) or an auditor, appointed adviser or reporting accountant, as

defined, has contravened or failed to adhere to them provisions of the Listings Requirements, ZAR X may, in accordance with the

provisions of the FMA and without derogating from its powers of suspension and/or removal:

(a) censure the Issuer and/or the issuer’s director(s), individually or jointly, by means of private censure;

(b) censure the Issuer and or the Issuer’s directors, individually or jointly, by means of public censure;

(c) in the instance of either paragraph (a) or (b), impose a fine not exceeding such amount as stipulated by the FMA on the applicant

Issuer and/or the applicant Issuer’s director(s), individually or jointly;

(d) disqualify an director(s) from holding the office of a director of a listed company for any period of time;

(e) terminate the approval of and remove an auditor, appointed advisor, reporting accountant and/or reporting accountant specialist

from the ZAR X list of appointed advisors;

(f) notify the relevant professional association of the debarment of the appointed advisor from the ZAR X list; and/or

(g) issue any other penalty that is appropriate in the circumstances.

11.2 In the event that an issuer or any of an issuer’s director(s)contravenes or fails to adhere to the provisions of the Listings Requirements,

ZAR X may elect in its discretion, that:

(a) full particulars regarding the imposition of a penalty may be published in the Gazette, national newspapers, the website or

through SENS; and/or

(b) an investigation or hearing be convened and the applicant issuer or any of the applicant Issuer’s director(s) pay the costs

incurred in relation to such investigation or hearing.

11.3 If any of the parties fails to pay a fine as referred to in paragraph 11.2, ZAR X may, in terms of the provisions of the FMA, file with the

clerk or registrar of any competent court a statement certified by it as correct, stating the amount of the fine imposed, and such

statement thereupon shall have all the effects of a civil judgement lawfully given in that court against that applicant issuer or any of

an applicant Issuer’s director(s) in favour of ZAR X for a liquid debt in the amount specified in that statement.

11.4 Unless the ZAR X considers that the maintenance of the smooth operation of the market or the protection of investors otherwise

requires, the ZAR X will give advance notice to the parties involved of any action that it proposes to take under paragraphs 11.2 and

11.3, and will provide them with an opportunity to make written representations to the ZAR X.

11.5 The whole or any part of the fines issued in terms of paragraph 11.2 will be appropriated as follows:

(a) the settlement of any costs incurred by the ZAR X in enforcing the provisions of the Listings Requirements; and/or

(b) the settlement of any future costs which may arise through the enforcement of the provisions of the Listings Requirements.


Section 12:

Exclusion of liability

Subject to Securities Regulations, the ZAR X will use its best endeavors to monitor compliance with the Listings Requirements and Rules

by the Issuers, enforce the Rules and organise fair, orderly and efficient markets.

12.1 Subject to Securities Regulations, in providing trading facilities in respect of Securities and related services and communications,

infrastructure and connections, the ZAR X must act on a commercial best efforts basis.

12.2 The ZAR X is required, pursuant to Securities Regulations, to:

(i) have clear and transparent Rules which:

(a) provide for fair and orderly trading and establish objective criteria for the efficient execution of orders; and

(b) ensure that any Financial Instruments admitted to trading are capable of being traded in a fair, orderly and efficient manner;

(ii) establish and maintain effective arrangements and procedures for the regular monitoring of the compliance with the Rules by

Members;

(iii) monitor the activity undertaken by Members in order to identify breaches of the Rules, disorderly trading conditions or conduct

that may involve market abuse; and

(iv) the suspension of membership rights and/or termination of membership pursuant to

Unless otherwise expressly provided in the Rules or in any other agreement between the ZAR X and an Issuer, the Exchange shall

only be liable for fraud, gross negligence and willful misconduct where there is a finding of such by a High Court of the Republic.

For the purposes of this Rule references to the ZAR X shall include any directors, officers, employees of the Exchange.

Section 13:

Amendments to the Listings Requirements

13.1 Subject to the provisions of the FMA, the ZAR X may amend the Listings Requirements through a public consultation process.

13.2 The proposed amendments to the Listings Requirements will be published through ZANS and on the web-site, inviting comments

from affected parties for a period of one month.

13.3 Once the public consultation process has been completed, the ZAR X will submit the proposed amendments to the Listings

Requirements, together with an explanation of the reasons for the proposed amendments, and any concerns or objections raised

during the public consultation process, to the registrar for approval.


Definitions

Unless otherwise defined or interpreted or as the subject matter or context otherwise requires, every term used in these Listings Requirements

that is a reference to a requirement of ZAR X shall have the meaning ascribed to it in the applicable Act, Schedule, rule or directive of ZAR X.

Announcement an announcement of information through SENS.

Appointed advisor (“AA”) means any appointed professional adviser, including an AA, auditor or attorney, or company secretary

responsible for:

(a) assisting applicant issuers with applications for Listings which require the of Listings particulars and/or other relevant documentation;

and

(b) providing advice, on a continuing basis, regarding the application of the Listings Requirements, including the application of the spirit of

the Listings Requirements and upholding the integrity of the ZAR X.

Associate in relation to:

(a) a natural person, means:

(i) a person who is recognised in law or the tenets of religion as the spouse, life partner or civil union partner of that person;

(ii) a child of that person, including a stepchild, an adopted child and a child born out of wedlock;

(iii) a parent or stepparent of that person;

(iv) a person in respect of which that person is recognised in law or appointed by a court as the person legally responsible for managing

the affairs of or meeting the daily care needs of the first-mentioned person;

(v) a person who is the permanent life partner or spouse or civil union partner of a person referred to in subparagraphs (ii) to (iv);

(vi) a person who is in a commercial partnership with that person; and

(vii) another person who has entered into an agreement or arrangement with that natural person, relating to the acquisition, holding or

disposal of, or the exercising of voting rights in respect of, shares in the market infrastructure in question.

(b) a juristic person:

(i) which is a company, means its subsidiary and its holding company and any other subsidiary or holding company thereof as defined

in section 1 of the Companies Act;

(ii) which is a close corporation registered under the Close Corporations Act, 1984 (Act No. 69 of 1984), means any member thereof

as defined in section 1 of that Act;

(iii) which is not a company or close corporation, means another juristic person which would have been its subsidiary or holding

company:

(aa) had it been a company; or

(bb) where that other juristic person is not a company either, had both it and that other juristic person been a company; and

(iv) means any person in accordance with whose directions or instructions its board of directors or, in the case where such juristic

person is not a company, the governing body of such juristic person, acts.

(c) in relation to any person:

(i) means any juristic person whose board of directors or, in the case where such juristic person is not a company, the governing body

of such juristic person, acts in accordance with its directions or instructions; and

(ii) means a trust controlled or administered by it.

Auditor or Accountant means an IRBA registered audit firm or a member of SAICA;

Authorised user has the same meaning as the definition contained in section 1 of the FMA

Beneficial Owner in relation to a security, means the person or entity holding any one or more of the following:

1. the de facto right or entitlement to receive any dividend, interest or other income payable in respect of that security; and/or;

2. the de facto right or entitlement to exercise or cause to be exercised, in the ordinary course of events, any or all of the voting, conversion,

redemption or other rights attached to such security; and/or;

3. the de facto right or entitlement to dispose or cause the disposal of the company’s securities or any part of a distribution in respect of

the securities.

Board means the board of the ZAR X as constituted from time to time in terms of the ZAR X’s MOI.

Board Lot means 100 shares/securities.

Broad-based Black Economic Empowerment or BBBEE as defined in Act 46 of 2013 Broad-Based Black Economic Empowerment

Amendment Act; means the economic empowerment of all black people including women, workers, youth, people with disabilities and

people living in rural areas through diverse but integrated socio-economic strategies that include, but are not limited to:

(a) increasing the number of black people that manage, own and control enterprises and productive assets;

(b) facilitating ownership and management of enterprises and productive assets by communities, workers, cooperatives and other

collective enterprises;

(c) human resource and skills development;

(d) achieving equitable representation in all occupational categories and levels in the workforce:

(e) preferential procurement; and

(f) investment in enterprises that are owned or managed by black people.

Business Day means any day from Monday to Friday inclusive, excluding Statutory Holidays.


Central Securities Depository means the appointed Central Securities Depository which has been designated by ZAR X as its CSD.

Certificate of Compliance means the certificate of compliance which each Issuer must complete and publish in Schedule 11.

CIPC means the Companies and Intellectual Property Commission established in terms of section 185 of the Act means the Companies

and Intellectual Property Commission as contemplated in the Companies Act, 2008.

Closed period means:

(a) the date from the financial year end up to the date of earliest publication of the annual financial statements or provisional report;

(b) the date from the expiration of the first six month period of a financial year up to the date of publication of the interim results; and

(c) any period when an issuer is trading under a cautionary announcement.

Companies Act means Companies Act 71, 2008, as amended from time to time.

Company – a juristic person, wherever incorporated or established, including any undertaking, association of persons or entities and any

trust or similar device, wherever established, that issues securities.

Company Secretary is as defined for in Chapter 3, Part B of the Companies Act and including any official of a company, by whatever name

that person may be designated, or a company which performs the duties normally performed by a company secretary.

Controlling shareholder any shareholder that, together with:

1. his, or its, associates; or

2. any other party with whom such shareholder has an agreement or arrangement or understanding, whether formal or informal, relating

to any voting rights attaching to securities of the relevant company; can exercise, or cause to be exercised the specified percentage,

as defined in the Takeover Regulations, or more of the voting rights at general/annual general meetings of the relevant company, or can

appoint or remove, or cause to be appointed or removed, directors exercising the specified percentage or more of the voting rights at

directors’ meetings of the relevant company.

Control block holder means any person or combination of persons holding a sufficient number of any securities of an Issuer or ZAR X

authorised user to affect materially the control of that Issuer or ZAR X authorised user, but any holding of any person or combination of

persons holding more than 25% of the outstanding voting securities of an Issuer or ZAR X authorised user shall, in the absence of evidence

to the contrary, be deemed to affect materially the control of that Issuer or ZAR X authorised user.

Convertible securities – securities that are convertible into, or exchangeable for other securities or options to subscribe for or purchase

other securities, and “conversion” and “convertible” shall be construed accordingly.

CPA means the Consumer Protection Act 68 of 2008.

Disqualify, disqualification and disqualified where used in relation to the Listings of an Issuer’s securities means termination of the

qualification of an Issuer for Listings of its securities on the ZAR X System.

Eligible Purchaser means a person that has been verified by an Issuer of ZAR X Securities (or an agent appointed by the Issuer to perform

such verification) as complying with the beneficial ownership requirements prescribed by such Issuer.

Equity instruments means securities with restricted voting rights but which participate in the distribution of profits in a manner directly

linked to the profitability of the company equity share capital a company’s issued share capital, excluding any convertible securities, equity

instruments and any other securities which are regarded as debt instruments in terms of IFRS or the Act.

Equity shares – shares that comprise a company’s equity share capital and which carry votes.

Escrow means the depositing an instrument of title to securities with a third-party custodian in order to prevent the holder from transferring

those securities during an agreed period.

External company – a company incorporated outside the Republic of South Africa and registered as an external company in the Republic

of South Africa.

Freely tradable means securities that have no restriction on resale or transfer, including restrictions imposed by pooling or other

arrangements or in a shareholder agreement.

FMA the Financial Markets Act (Act No. 19 of 2012), as amended or replaced from time to time.

FSB means the Financial Services Board of South Africa or any successor organisation.

IFRS – the International Financial Reporting Standards formulated by the International Accounting Standards Board.

Individual auditor means an individual registered with the IRBA or similar regulatory or professional body for auditors in another jurisdiction,

who is a director or partner of an audit firm.

Introductory offer a method of bringing securities to Listing not involving an issue of new securities or any marketing of existing issued

securities because the spread of shareholders already complies with the conditions for Listing.

Investment entities – investment companies, investment trusts and unit trusts whose principal activity is investment in securities.

IRBA means the Independent Regulatory Board for Auditors, a body established in terms of the Auditing Profession Act, responsible for

the registration and regulation of registered auditors in the Republic of South Africa.

ISIN means the unique International Security Identification Number of each listed security.

Issuer has the same meaning as that contained in section 1 of the FMA.


Investment Company means a company whose main business is holding securities of other companies purely for investment purposes.

The investment company invests money on behalf of its shareholders who in turn share in the profits and losses.

Investor Relations Activities means any activities or oral or written communications, by or on behalf of an Issuer or shareholder of an

Issuer that promote or reasonably could be expected to promote the purchase, or sale of securities of the Issuer, but does not include:

1. The dissemination of information provided, or records prepared, in the ordinary course of business of the Issuer

(a) to promote the sale of its products or services, or

(b) to raise public awareness of the Issuer, that cannot reasonably be considered to promote the purchase, or sale of securities of the

Issuer.

2. Activities or communications necessary to comply with

(a) applicable securities legislation, or

(b) ZAR X Requirements or the requirements of any other regulatory body having jurisdiction over the Issuer.

3. Communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication that is of general and

regular circulation if

(a) the communication is only through the newspaper, magazine or publication, and

(b) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or

4. Such other activities or communications that may be specified by ZAR X.

Issuer means an issuer which has its securities approved for Listings on the ZAR X System.

Issuer Regulation Division means the division of the ZAR X which is tasked with the Listings function of the ZAR X.

King Code means the King Code on Corporate Governance for South Africa, as amended or replaced from time to time.

Last day to trade or LDT means the last business day to trade in a security in order to settle by record date to be able to qualify for

entitlements or to participate in an event. All trades done from commencement of trade on LDT + 1 will be excluding entitlements the List

the list maintained by the ZAR X of securities admitted to Listings.

List date or LD means the date on which new shares are listed.

Listings means the grant of a Listings and quotation of, and permission to deal in, securities on ZAR X and the ZAR X System and listed

and quoted shall be construed accordingly.

Listings Agreement means Schedule 9.

Listings Circular means Schedule 6 together with all required supporting documents.

Listings Summary means Schedule 7.

Listings Requirements means the Listings requirements of the ZAR X pursuant to the provisions of the FMA, as amended from time to

time, including the Introduction, Definitions, Sections and Schedules.

Market Participant means an applicant who has been admitted as a Market Participant under section 1 of the Rules.

Market value means in relation to a listed security, the traded or trading price.

Material means information that, if omitted or misstated, could influence the economic decisions of users and includes a change in, or

constituent of, a particular factor that may be regarded in the circumstances as being material and that, as a rule of thumb, would normally

be equal to or exceed 10%.

Material investment a company (listed or unlisted) in which the issuer holds at least a 10% interest of any class of its securities material

shareholder any person who is, or within the 12 months preceding the date of the transaction was, entitled to exercise or control the exercise

of 10% or more of the votes able to be cast on all or substantially all matters at general/annual general meetings of the listed company, or

any other company that is its holding company.

Memorandum of Incorporation (MOI) shall bear the meaning ascribed thereto in the Companies Act or equivalent document constituting

or defining the constitution of a company.

New applicant an applicant, who has no class of securities already listed.

Non-executive director means an independent non-executive who has no relationship with the Issuer, in any capacity (eg as lawyer,

accountant, banker, supplier or customer), save as a shareholder of the Issuer who is not a control blockholder.

Offer for sale an invitation to the public by, or on behalf of, a third party to purchase securities of the issuer already in issue, or to be issued,

and may be in the form of an invitation to tender at or above a stated price.

Offer for subscription an invitation to the public by, or on behalf of, an issuer to subscribe for securities of the issuer not yet in issue or

allotted, and may be in the form of an invitation to tender at or above a stated price.

Official list means the official list of issuers that ZAR X has admitted and not removed.

the Panel – the Takeover Regulation Panel established in terms of section 196 of the Companies Act.

Person includes without limitation a company, corporation, incorporated syndicate or other unincorporated organisation, sole proprietorship,

partnership, stokvel or trust.


Personal Information Form or PIF means Schedule 8.

Pre-Listings statement the statement required to be issued by companies in terms of section 6.

Press announcement an announcement in the press in accordance with paragraphs 3.46 to 3.48.

Price sensitive information unpublished information that, if it were made public, would be reasonably likely to have an effect on the price

of a listed company s securities.

Public shareholder means any shareholder other than a related person, an employee of a related person of a ZAR X Issuer, or any person

or group of persons acting jointly or in concert holding.

Publish means submitting a document in prescribed electronic format to ZANS as well as the Issuers website under the tab Investor

relations and, in the case of a requirement to publish a share certificate, an annual report or shareholder notices means filing a definitive

specimen with ZAR X and notifications an electronic version of the document on ZANS in PDF format as well as the Issuers website under

the tab Investor relations.

Quoted means official quotation of a security by ZAR X.

Record Date means the date fixed as the record date for the purpose of determining shareholders of an Issuer eligible for a distribution

or other entitlement.

Registered holders means the registered security holders of an issuer that are beneficial owners of the equity securities of that issuer. For

the purposes of this definition, where the beneficial owner controls or is an affiliate of the registered security holder, the registered security

holder shall be deemed to be the beneficial owner.

Regulator means the Financial Services Board as a regulatory services provider for the purposes of the Financial Markets Act.

Regulatory Bodies include but are not limited to:

1. Companies and Intellectual Property Commission (CIPC);

2. Takeover Regulation Panel (TRP);

3. Companies Tribunal (Tribunal), which is the only new regulatory agency as defined in the Companies Act; and

4. Financial Reporting Standards Council (FRSC).

Related Entity means, in respect of an Issuer

1. a person

(a) that is an affiliated entity of the Issuer, and

(b) of which the Issuer is a control blockholder.

2. A management company or distribution company of a mutual fund that is an Issuer; or

3. A management company or other company that operates a trust or partnership that is an Issuer.

Related Party means Related Entity or Related person.

Related person means, in respect of an Issuer.

1. A Related Entity of the Issuer;

2. A partner, director or officer of the Issuer or Related Entity;

3. An Appointed Advisor of or person who performs Investor Relations Activities for the Issuer or Related Entity;

4. Any person that beneficially owns, either directly or indirectly, or exercises voting control or direction over at least 10% of the total voting

rights attached to all voting securities of the Issuer or Related Entity; and

5. Such other person as may be designated from time to time by ZAR X.

Reporting accountant an audit firm, registered with the Auditors and their advisers and the individual accredited partner, responsible for

preparing the work and issuing the reporting accountant s report, as described in paragraph 8.45 of the Listings Requirements.

Restricted ZAR X Securities means ZAR X Securities that may only be purchased or sold by an Eligible Purchaser.

Restricted Securities means securities that are not freely tradable where the Issuer has imposed restrictions on trading of the shares

with respect to:

1. criteria governing shareholders who may own/acquire securities (eg race, occupation, gender, membership, association);

2. limits on the number of securities any single shareholder may own; and

3. any other restrictions an issuer is entitled to impose in relation to the rights and obligations attached to each share.

Rights offer an offer by an issuer to existing holders of securities to subscribe for further securities in the issuer in proportion to their

existing holdings by means of the issue of a renounceable right that is traded as either fully paid or nil paid rights for the period before

payment for the securities is due as detailed in the Rights offer/Claw back offer timetable in Schedule 18.

SAICA the South African Institute of Chartered Accountants.

Scrip dividend a cash dividend incorporating an election on the part of shareholders to receive either capitalisation shares or cash, with

the default election being either shares or cash.

Secondary Listings a Listings that is not a primary Listings securities as defined in the FMA.

Securities – equity shares, securities convertible into equity shares and equity instruments as defined in section 1 of the FMA.

Securities option means an option to purchase shares from treasury granted to an employee, director, officer, and consultant or service

provider of an Issuer.


Securities Regulation means any and all laws and regulations applicable to the operation of financial markets in the jurisdiction of the

Republic, including but not limited to, the Companies Act, The Financial Markets Act; as well as the rules imposed by the relevant Regulatory

Bodies from time to time.

Settlement period this is the period between the day on which the trade takes place and the date on which that trade is due for settlement,

currently five Business Days.

Share means one of the units into which the proprietary interest in a profit company is divided.

Significant any matter or element that is significant for the purpose of making an informed assessment of any transaction or listed security.

As a rule of thumb significant should be interpreted as being less than material.

SME means a small or medium enterprise.

Solvency and liquidity test – the test set out in section 4 of the Companies Act.

Special resolution – a resolution as contemplated in section 65(9) of the Companies Act or in terms of the relevant company’s MOI, which

special resolution may, for purposes of the Listings Requirements, be passed only with the support of at least 75 percent of the votes cast

by all equity securities holders present in convened to approve such resolution.

Special Purpose Vehicle means a legal entity (usually a limited company) specifically created to fulfil narrow, specific or temporary

commercial objectives.

Subscribed capital or issued shares or issued capital or share capital means the portion of the capital of a company that has been

subscribed for by shareholders.

Subsidiary a subsidiary as defined in section 1 of the Companies Act as read with section 3 of the Companies Act; or a juristic person or

other undertaking which would have been a subsidiary company as defined in section 1 of the Companies Act had the juristic person or

other undertaking been a company; or a juristic person or other undertaking that would have been a subsidiary as defined in section 1 of

the Companies Act but for the fact that it is incorporated outside of the Republic of South Africa.

Substantial a change in or a constituent of a particular factor that may be regarded in the circumstances as being substantial and that, as

a rule of thumb, would normally be equal to or exceed 30%.

Summary circular a circular, revised Listings particulars or pre-Listings statement dispatched, in a summary format, pursuant to the

Listings Requirements, including a prospectus provided any prescribed requirements pursuant to the Companies Act have been satisfied.

Statutory Holiday means such Day or Days as may be designated by the ZAR X Board or established by law applicable in South Africa.

STRATE means Strate Proprietary Limited, a company duly registered and incorporated with limited liability under the company laws of the

Republic of South Africa under registration number 1998/02224/07, licensed as a central securities depository under the FMA licensed as

a central securities depository under the FMA.

Trading Day means any business Day during which trades are executed on the ZAR X System.

Weighted average traded price the total value of the securities traded divided by the total number of securities traded over a particular

period of time.

Xavier System/Trading Platform means the electronic system operated by ZAR X for trading and quoting of securities.

ZANS means the ZAR X News Service which communicates issuer news to market participants.

ZANS Bulletin means an electronic communication from ZAR X to ZAR X Market Participants on ZANS.

ZAR X and Exchange both means a company duly registered and incorporated with limited liability under the company laws of the

Republic of South Africa under registration number 2015/022939/06, licensed as an exchange under the FMA.

ZAR X Board means the Board of Directors of ZAR X Stock Exchange (Pty) Ltd and includes any committee of ZAR X (Pty) Ltd Board of

Directors to which powers have been delegated in accordance with the acts, requirements, Schedules, rules or directives.

ZANS Bulletin means an electronic communication from ZAR X to ZAR X Market Participants on ZANS.

ZANS means the ZAR X News Service which communicates issuer news to market participants.

ZAR X Issuer means an issuer whose securities have been admitted to the official list.

ZAR X Listings Requirements means collectively:

1. the sections of this document; and

2. the Schedules, as amended, supplemented and in effect from time to time.

ZAR X Securities means securities included in the list of securities kept by ZAR X in terms of section 11 of the FMA and which ZAR X has

authorised for trading on the ZAR X Trading Platform.

ZAR X Trading and Access Systems includes all facilities and services provided by ZAR X to facilitate quotation and trading, including,

but not limited to: the ZAR X System known as the Xavier, data entry services; any other computer-based quotation and trading systems

and programs, communications facilities between a system operated or maintained by ZAR X and a trading or order routing system

operated or maintained by an ZAR X authorised user, another market or other person approved by ZAR X, a communications network

linking authorised persons to quotation dissemination, trade reporting and order execution systems and the content entered, displayed and

processed by the foregoing, including price quotations and other market information provided by or through ZAR X.

SCHEDULES

SCHEDULES March 2015 1

Contents

ZAR X Schedules 2

Schedule 1: Summary of ZAR X Listings Requirements 2

Schedule 2: Documents required with application 3

Schedule 3: Fees 4

Schedule 4: Application Letter 6

Schedule 5: Listings Applications 7

Schedule 6: Listing Circular 9

Schedule 7: Listing Summary 34

Schedule 8: Personal Information Form 35

Schedule 9: Listing Agreement 43

Schedule 10: Interim Listing Statement 44

Schedule 11: Certificate of Compliance 47

Schedule 12: Escrow Agreement 48

Schedule 13: Notice of Proposed Prospectus Offering 51

Schedule 14: Notice of Proposed Issue of Listed Securities 54

Schedule 15: Notice of Proposed Significant Transaction 1 (not involving an issue or potential issue of a

listed security) 58

Schedule 16: Notice of Proposed Share Option Grant or Amendment 60

Schedule 17: Notice of Proposed share Split/Consolidation or Reclassification 62

2 SCHEDULES March 2015

ZAR X Schedules

Important Note: All securities are subject to the requirements of the “General” section of section 2 for the purposes of these Schedules;

ZAR X securities include any securities that are convertible into equity securities and any other security that ZAR X deems to be an

equity security.

Schedule 1: Summary of ZAR X (“ZAR X”) Listing Requirements:FREELY TRADABLE RESTRICTED

New Listing ZAR X ZAR X Investment ZAR X Restricted Shares

Description Freely tradable counters Freely tradable investment

counters

Restricted ZARX Securities means

ZARX Securities that may only be

purchased or sold by an Eligible

Purchaser which means a person that

has been verified by an Issuer of ZARX

Securities (or an agent appointed by

the Issuer to perform such verification)

as complying with the beneficial

ownership requirements prescribed by

such Issuer.

Requirements

Net Tangible Assets,

Revenue or Arm’s Length

Financing (as applicable)

R5 000 000 net tangible

assets or R5 000 000

revenue.

If no revenue, two-

year management plan

demonstrating reasonable

likelihood of revenue within

24 months.

R50 000 000 (Fifty million

rand), at least 50% of

which has been allocated

to at least two specific

investments, issuer has

interest in business or

primary asset used to carry

on business

R100 000 000 of

unallocated funding

R5 000 000 net tangible assets

or R5 000 000 revenue. If no

revenue, two year management plan

demonstrating reasonable likelihood of

revenue within 24 months.

Distribution, Market

Capitalisation and Free

float

Public float of at least

10 million freely tradable

shares, worth at least

R10 million

Public float of at least

10 million freely tradable

shares, worth at least

R10 million

Float of at least 10 million restricted

shares, worth at least R10 million

Shareholder spread Minimum of 150

Shareholders

Public float of at least 10%

of total issued shares.

Minimum of 300

Shareholders

Public float of at least 30%

of total issued shares.

Minimum of 150 shareholders

Public float of at least 10% of total

issued shares.

Adequate Working Capital

and Capital Structure

Companies Act of 2008 – solvency and liquidity statement by the directors considering all

reasonably foreseeable financial circumstances of the company at that time

Appointed Advisor

Transfer Secretary

Company Secretary, Auditor, Corporate Lawyer, Corporate finance advisor

Company Secretary, Appointed Transfer Secretary

Management and Board

of Directors

Management, including board of directors, should have adequate experience and technical

expertise relevant to the company’s business and industry as well as adequate public company

experience. Companies are required to have at least two independent directors.

Governance and

Financial Reporting

South African Companies Act and King Code

IFRS


Schedule 2: Documents required with application

1. The application for listing must include the following:

1.1 Company registration documents;

1.2 a written application for listing (Schedule 4 – Equity Securities) requesting qualification for listing of one or more specific

classes of equity securities of the Issuer and indicating the number and class of the Issuer’s securities issued and outstanding

and, if convertible or exchangeable securities are issued and outstanding, the number and type of securities reserved for

issuance;

1.3 a completed Listing Application (Schedule 5 – Equity Securities) together with the supporting documentation set out in

Appendix A to the Listing Application;

1.4 a draft Listing Circular (Schedule 6) including financial statements approved by the Issuer’s board of directors and its audit

committee;

1.5 a duly executed Personal Information Form (Schedule 8) from each Related Person of the Issuer and, if any of the persons is

not an individual, a Personal Information Form from each director, senior officer and each person who beneficially, directly or

indirectly owns, controls or exercises direction over 20% or more of the voting rights of such non-individual;

1.6 a duly executed Listing Agreement as contemplated in (Schedule 9);

1.7 current insider reports from each person required to file a Personal Information Form;

1.8 the escrow agreement required under paragraph 2.8 of Schedule 1; and

2. the relevant portion of the Listing Fees, plus applicable taxes.


Schedule 3: Fees

The relevant fees payable by issuers as determined by the ZAR X from time to time, are as published and available on the ZAR X website,

www.zarx.co.za: The fee structure covers all issuers wanting to list on ZAR X:

New listing and capital raising fees

If market cap <Minimum

application feeAdditional review fee Fee % Total fee

R10 000 000 R50 000 R4 000 0,0400 R54 000

R25 000 000 R75 000 R8 750 0,0350 R83 750

R50 000 000 R75 000 R15 000 0,0300 R90 000

R125 000 000 R75 000 R34 375 0,0275 R109 375

R250 000 000 R75 000 R56 250 0,0225 R131 250

R375 000 000 R75 000 R67 500 0,0180 R142 500

R500 000 000 R75 000 R87 500 0,0175 R162 500

R750 000 000 R75 000 R127 500 0,0170 R202 500

R1 000 000 000 R75 000 R165 000 0,0165 R240 000

R1 250 000 000 R75 000 R200 000 0,0160 R275 000

R1 750 000 000 R75 000 R236 250 0,0135 R311 250

R2 500 000 000 R75 000 R275 000 0,0110 R350 000

R3 750 000 000 R75 000 R337 500 0,0090 R412 500

R5 000 000 000 R75 000 R400 000 0,0080 R475 000

R7 500 000 000 R75 000 R450 000 0,0060 R525 000

R10 000 000 000 R75 000 R600 000 0,0060 R675 000

R20 000 000 000 R75 000 R1 500 000 0,0075 R1 575 000

R30 000 000 000 R75 000 R1 950 000 0,0065 R2 025 000

R40 000 000 000 R75 000 R2 400 000 0,0060 R2 475 000

R50 000 000 000 R75 000 R2 750 000 0,0055 R2 825 000

R50 000 000 000 + R100 000 0,0050

• New listing fees are payable upfront on the market cap of proposed new listing or on the capital raised through the issue of new

shares.

• Fees exclude VAT


Annual listing fee

IF market cap <Minimum

annual feeAdd market

cap fee Weighted fee % Total annual fee

R10 000 000 R40 000 R2 500 0,0250 R42 500

R25 000 000 R40 000 R6 250 0,0250 R46 250

R50 000 000 R40 000 R12 500 0,0250 R52 500

R125 000 000 R40 000 R31 250 0,0250 R71 250

R250 000 000 R40 000 R62 500 0,0250 R102 500

R375 000 000 R40 000 R93 750 0,0250 R133 750

R500 000 000 R40 000 R125 000 0,0250 R165 000

R750 000 000 R40 000 R187 500 0,0250 R227 500

R1 000 000 000 R75 000 R150 000 0,0150 R225 000

R1 250 000 000 R75 000 R187 500 0,0150 R262 500

R1 750 000 000 R75 000 R218 750 0,0125 R293 750

R2 500 000 000 R100 000 R187 500 0,0075 R287 500

R3 750 000 000 R100 000 R281 250 0,0075 R381 250

R5 000 000 000 R100 000 R375 000 0,0075 R475 000

R7 500 000 000 R100 000 R412 500 0,0055 R512 500

R10 000 000 000 R100 000 R500 000 0,0050 R600 000

R20 000 000 000 R250 000 R400 000 0,0020 R650 000

R30 000 000 000 R250 000 R450 000 0,0015 R700 000

R40 000 000 000 R250 000 R400 000 0,0010 R650 000

R50 000 000 000 R250 000 R500 000 0,0010 R750 000

R50 000 000 000 + 0,0005

• Annual listing fees are payable monthly in arrears calculated on the 30 VWAP of the market capitalisation of the issuer

• Fees exclude VAT

Fee type Paid by Paid to Amount Basis

1 CSD fees

Settlement fee Issuer STRATE Fees TBC For each settlement instruction received

Safe custody fee Issuer STRATE No fee charged

2 CSDP fees

Register fee Issuer Computershare R3 For each shareholder on register


Schedule 4: Application Letter

[LETTERHEAD OF APPLICANT]

[Date]

ZAR X (Pty) Ltd

2nd Floor Lacey Oak House

Ballyoaks Office Park

35 Ballyclare Drive

Bryanston

2021

Dear Sir/Madam

Re: Qualification for Listing of [insert name of issuer] (the “Issuer”)

The Issuer hereby applies to have the following securities listed, quoted and traded on the ZAR X (Pty) Ltd

[In the case of an application to list equity securities] There are currently shares issued and

outstanding and shares reserved for future issue.

Please find enclosed, the original, signed versions in duplicate as follows:

1. Schedule 5 Listing Application;

2. Schedule 6 Listing Circular;

3. Schedule 7 Listing Summary;

4. The Listing Agreement;

5. The supporting documents set out in Appendix A to the Listing Application;

6. Proof of payment; and

7. Representing the non-refundable portion of the application fee of R[] plus VAT.

Yours faithfully

[NAME OF APPLICANT ISSUER]

Per: (signature of authorised company representative)


Schedule 5: Listing Application

General instructions

Please complete the following application and submit to ZAR X in printed form together with the application fee and the documents

listed in Appendix A.

Part 1

ISSUER INFORMATION

General instruction: In this application, the term “predecessor” means any legal predecessor of the applicant Issuer and any company

with which the Issuer has engaged in a transaction that would give rise to a Fundamental Change.

New application

Application following fundamental change

1.1 Issuer name:

State the full legal name(s) of Issuer.

1.2 Registered address:

Please provide all relevant addresses, including registered office, head office, postal, etc.

1.3 Telephone number:

1.4 Fax number:

1.5 General email address:

Website address:

Jurisdiction of Incorporation:

Reporting jurisdictions:

South African Industry Classification:

Description of Business:

Briefly describe the primary business activity that the Issuer is engaged in.

Class(es) of Shares/Description of Securities to be qualified for listing:


Schedule 5: Listing Application (continued)

Desired ZAR X Symbol(s)

Please specify 3 choices in order of preference. A symbol must be 3 letters and will be subject to availability. ZAR X has final

approval of any symbol request.

1.

2.

3.

Outstanding Shares (equity securities only):

Basic:

Fully Diluted:

(provide details)

Outstanding Right, Options (equity securities only):

(provide details of terms such as exercise price, expiry date, etc. as well as number outstanding)

Security Number outstanding details

Financial year-end:


Schedule 6: Listing Circular

This Listing Circular must be completed for all applications for listing and for Issuers that are the subject of a fundamental change as

defined. ZAR X requires prospectus level disclosure in the Listing Circular (other than certain financial disclosure and interim Directors’

Report) and can require that the Issuer provide additional disclosure.

General instructions

(a) Please prepare this Listing Circular using the format set out below. The sequence of questions must not be altered nor should

questions be omitted or left unanswered. The answers to the following items must be in narrative form. When the answer to any

item is negative or not applicable to the Issuer, state it as such in a sentence. The title to each item must precede the answer.

(b) In this form, the term “Issuer” includes the applicant Issuer and any of its subsidiaries.

(c) In determining the degree of detail required, a level of materiality should be applied. Materiality is a matter of judgment in a

particular circumstance, and should generally be determined in relation to an item’s significance to investors, analysts and other

users of the information. An item of information, or an aggregate of items, is considered material if it is probable that its omission

or misstatement would influence or change an investment decision with respect to the Issuer’s securities. In determining whether

information is material, take into account both quantitative and qualitative factors. This concept of materiality is consistent with the

financial reporting notion of materiality.

(d) Terms used and not defined in this form are defined or interpreted in section 1 – Interpretation.

(e) For Issuers that are re-qualifying for listing following a fundamental change, provide historic and current details on:

(i) the Issuer

(ii) all other companies or businesses that are involved in the fundamental change (the “target”); and

(iii) the entity that will result from the fundamental change (the “New Issuer”).

Information concerning the Issuer that was contained in the most recent Listings Circular may be incorporated by reference, but

this prospectus must indicate if any of the information in the prior Listings Circular has changed (e.g. describing a business that

will no longer be undertaken by the New Issuer). Information concerning assets or lines of business of the target that will not be

part of the New Issuer’s business should not be included.

(f) This Listings Circular provides full and accurate disclosure. It may be amended from time to time to reflect any changes to the

disclosure requirements. If changed, the new form is to be used for the next Listing Circular the Issuer is required to file. The Issuer

does not have to amend a Listing Circular currently on file to reflect any new disclosure requirements.

1. Table of contents

[Please insert table of contents for this schedule 6 only]

2. Corporate structure

2.1 State the full registered name of the Issuer or, if the Issuer is an unincorporated entity, the full name under which the entity

exists and carries on business and the address(es) of the Issuer’s head and registered offices.

2.2 Provide details of the statute under which the Issuer is incorporated or regulated or organised or, if the Issuer is an

unincorporated entity, the laws of the jurisdiction or foreign jurisdiction under which the Issuer is established and exists.

Describe the substance of any material amendments to the MOI or other incorporating or establishing documents of the

Issuer.

2.3 Describe, by way of a diagram or otherwise, the intercorporate relationships among the Issuer and the Issuer’s subsidiaries.

For each subsidiary state:

2.3.1 the percentage of votes attaching to all voting securities of the subsidiary represented by voting securities beneficially

owned, or over which control or direction is exercised, by the Issuer;

2.3.2 the place of incorporation or registration; and

2.3.3 the percentage of each class of restricted shares beneficially owned, or over which control or direction is exercised,

by the Issuer.


Schedule 6: Listing Circular (continued)

2.4 If the Issuer is requalifying following a fundamental change or is proposing an acquisition, amalgamation, merger,

reorganisation or arrangement, describe by way of diagram or otherwise these intercorporate relationships both before and

after the completion of the proposed transaction.

Instruction: A particular subsidiary may be omitted if:

(a) the total assets of the subsidiary do not constitute more than 10 per cent of the consolidated assets of the Issuer at

the most recent financial year-end;

(b) the sales and operating revenues of the subsidiary do not exceed 10 per cent of the consolidated sales and operating

revenues of the Issuer at the most recent financial year-end; and

(c) the conditions in paragraphs (a) and (b) would be satisfied if

(i) the subsidiaries that may be omitted under paragraphs (a) and (b) were considered in the aggregate, and

(ii) the reference to 10 per cent in those paragraphs was changed to 20 per cent.

2.5 Non-corporate Issuers and Issuers incorporated outside of the Republic must describe how their governing legislation or

constituting documents differ materially from South African corporate legislation with respect to the corporate governance

principles set out in section 4.

3. General Development of the Business

3.1 Describe the general development of the Issuer’s business over its three most recently completed financial years and any

subsequent period. Include only major events or conditions that have influenced the general development of the Issuer’s

business. If the business consists of the production or distribution of more than one product or the rendering of more than

one kind of service, describe the principal products or services. Also discuss changes in the business of the Issuer that are

expected to occur during the current financial year of the Issuer.

Instruction: Include the business of subsidiaries only insofar as is necessary to explain the character and development of the

business conducted by the combined enterprise.

3.2 Disclose:

3.2.1 any significant acquisition completed by the Issuer or any significant potential acquisition proposed by the Issuer,

for which financial statements would be required if this Listing Circular were a prospectus; and

3.2.2 any significant disposal completed by the Issuer during the most recently completed financial year or the current

financial year for which pro forma financial statements would be required if this Listing Circular were a prospectus.

3.2.3 Under paragraph 3.2.1 include particulars of:

3.2.3.1 the nature of the assets acquired or disposed of or to be acquired or disposed of;

3.2.3.2 the actual or proposed date of each significant acquisition or significant disposition;

3.2.3.3 the consideration, both monetary and non-monetary paid, or to be paid, to or by the Issuer;

3.2.3.4 any material obligations that must be complied with to keep any significant acquisition or significant

disposition agreement in good standing;

3.2.3.5 the effect of the significant acquisition or significant disposition on the operating results and financial

position of the Issuer;

3.3 Discuss any trend, commitment, event or uncertainty that is both presently known to management and reasonably expected

to have a material effect on the Issuer’s business, financial condition or results of operations, providing forecast information

based on the Issuer’s expectations as of the date of the Listing Circular.

Instruction: Issuers are encouraged, but not required, to supply other forecast information. Optional forecast disclosure

involves anticipating a future trend or event or anticipating a less predictable effect of a known event, trend or uncertainty. This

other forecast information is to be distinguished from presently-known information that is reasonably expected to have a material

effect on future operating results, such as known future increases in costs of labour or materials, which information is required

to be disclosed.


4. Narrative Description of the Business

4.1 General

4.1.1 Describe the business of the Issuer with reference to the reportable operating segments and the Issuer’s business

in general. Include the following for each reportable operating segment of the Issuer:

4.1.1.1 state the business objectives that the Issuer expects to accomplish in the forthcoming 12-month period;

4.1.1.2 describe each significant event or milestone that must occur for the business objectives in 4.1.1.1 to be

accomplished and state the specific time period in which each event is expected to occur and the costs

related to each event;

4.1.1.3 disclose the total funds available to the Issuer and the following breakdown of those funds:

4.1.1.3.1 the estimated consolidated working capital (deficiency) as of the most recent month end prior

to filing the Listing Circular, and

4.1.1.3.2 the total other funds, and the sources of such funds, available to be used to achieve the

objectives and milestones set out in paragraphs 4.1.1.1 and 4.1.1.2; and

4.1.1.4 describe in reasonable detail and, if appropriate, using tabular form, each of the principal purposes, with

approximate amounts, for which the funds available described under the preceding paragraph will be

used by the Issuer.

4.1.2 For principal products or services describe:

4.1.2.1 the methods of their distribution and their principal markets;

4.1.2.2 as ZAR amounts or as percentages, for each of the two most recently completed financial years, the

revenues for each category of principal products or services that accounted for 15 per cent or more of

total consolidated revenues for the applicable financial year derived from:

4.1.2.2.1 sales or transfers to joint ventures in which your company is a participant or to entities in which

your company has an investment accounted for by the equity method;

4.1.2.2.2 sales to customers, other than those referred to in clause 4.1.2.2.1, outside the consolidated

entity;

4.1.2.2.3 sales or transfers to controlling shareholders; and

4.1.2.2.4 sales or transfers to investees.

4.1.2.3 if not fully developed, the stage of development of the principal products or services and, if the products

are not at the commercial production stage:

4.1.2.3.1 the timing and stage of research and development programmes;

4.1.2.3.2 the major components of the proposed programs, including an estimate of anticipated costs;

4.1.2.3.3 whether the Issuer is conducting its own research and development, is subcontracting out the

research and development or is using a combination of those methods; and

4.1.2.3.4 the additional steps required to reach commercial production and an estimate of costs

and timing.

4.1.3 Regarding production and sales, disclose:

4.1.3.1 the actual or proposed method of production of products and if the Issuer provides services, the actual

or proposed method of providing services;

4.1.3.2 the payment terms, expiration dates and terms of any renewal options of any material leases or mortgages,

whether they are in good standing and, if applicable, that the landlord or mortgagee is a Related Person

of the Issuer;



4.1.3.3 specialised skill and knowledge requirements and the extent that the skill and knowledge are available

to the Issuer;

4.1.3.4 the sources, pricing and availability of raw materials, component parts or finished products;

4.1.3.5 the importance, duration and effect on the segment of identifiable intangible properties such as brand

names, circulation lists, copyrights, franchises, licences, patents, software, subscription lists and

trademarks;

4.1.3.6 the extent to which the business of the segment is cyclical or seasonal;

4.1.3.7 a description of any aspect of the Issuer’s business that may be affected in the 12 months following the

date of the Listing Circular by renegotiation or termination of contracts or sub-contracts and the likely

effect;

4.1.3.8 the financial and operational effects of environmental protection requirements on the capital expenditures,

earnings and competitive position of the Issuer in the current financial year and the expected effect, on

future years;

4.1.3.9 the number of employees, as at the most recent financial year end or as an average over that year,

whichever is more relevant;

4.1.3.10 any risks associated with foreign operations of the Issuer and any dependence of the segments upon the

foreign operations;

4.1.3.11 a description of any contract upon which your company’s business is substantially dependent, such as

a contract to sell the major part of your company’s products or services or to purchase the major part of

your company’s requirements for goods, services or raw materials, or any franchise or licence or other

agreement to use a patent, formula, trade secret, process or trade name upon which your company’s

business depends;

4.1.3.12 a description of any aspect of your company’s business that you reasonably expect to be affected in the

current financial year by renegotiation or termination of contracts or sub-contracts, and the likely effect.

4.1.4 Describe the competitive conditions in the principal markets and geographic areas in which the Issuer operates,

including, if reasonably possible, an assessment of the Issuer’s competitive position.

4.1.5 With respect to lending operations of an Issuer’s business, describe the investment policies and lending and

investment restrictions.

4.1.6 Disclose the nature and results of any insolvency, or any liquidation or similar proceedings against the Issuer or

any of its subsidiaries or any voluntary liquidation, curatorship or similar proceedings by the Issuer or any of its

subsidiaries, within the three most recently completed financial years or the current financial year.

4.1.7 Disclose the nature and results of any material restructuring transaction of the Issuer within the three most recently

completed financial years or completed during or proposed for the current financial year.

4.1.8 If the Issuer has implemented social or environmental policies that are fundamental to the Issuer’s operations, such

as policies regarding the Issuer’s relationship with the environment or with the communities in which the Issuer does

business, or human rights policies, describe them and the steps the Issuer has taken to implement them.

Instruction:

(1) The Issuer’s stated business objectives must not include any prospective financial information with respect to sales,

whether expressed in terms of ZAR or units, unless the information is derived from future-oriented financial information

issued in accordance with or any successor instrument and is included in the Listing Circular.

(2) Where sales performance is considered to be an important objective, it must be stated in general terms. For example,

the Issuer may state that it anticipates generating sufficient cash flow from sales to pay its operating cost for a

specified period.


Companies with Asset-backed Securities Outstanding

4.2 In respect of any outstanding asset-backed securities, disclose the following information:

4.2.1 Payment Factors – A description of any events, covenants, standards or preconditions that may reasonably be

expected to affect the timing or amount of any payments or distributions to be made under the asset-backed

securities.

4.2.2 Underlying Pool of Assets – For the three most recently completed financial years of your company or the lesser

period commencing on the first date on which your company had asset-backed securities outstanding, information

on the pool of financial assets servicing the asset-backed securities relating to:

4.2.2.1 the composition of the pool at the end of each financial year or partial period;

4.2.2.2 income and losses from the pool on at least an annual basis or such shorter period as is reasonable given

the nature of the underlying pool of assets;

4.2.2.3 the payment, prepayment and collection experience of the pool on at least an annual basis or such

shorter period as is reasonable given the nature of the underlying pool of assets;

4.2.2.4 servicing and other administrative fees; and

4.2.2.5 any significant variances experienced in the matters referred to in paragraphs 4.2.2.1, 4.2.2.2, 4.2.2.3,

or 4.2.2.4.

4.2.3 Investment Parameters – The investment parameters applicable to investments of any cash flow surpluses.

4.2.4 Payment History – The amount of payments made during the three most recently completed financial years or the

lesser period commencing on the first date on which your company had asset-backed securities outstanding, in

respect of principal and interest or capital and yield, each stated separately, on asset-backed securities of your

company outstanding.

4.2.5 Acceleration Event – The occurrence of any event that has led to, or with the passage of time could lead to, the

accelerated payment of principal, interest or capital of asset-backed securities.

Instruction:

(1) Present the information requested under section 4.2 in a manner that enables a reader to easily determine the

status of the events, covenants, standards and preconditions referred to in subsection 4.2.1

(2) If the information required under subsection 4.2.2

(a) is not compiled specifically on the pool of financial assets servicing the asset-backed securities, but is compiled on

a larger pool of the same assets from which the securitised assets are randomly selected so that the performance

of the larger pool is representative of the performance of the pool of securitised assets, or

(b) in the case of a new company, where the pool of financial assets servicing the asset-backed securities will

be randomly selected from a larger pool of the same assets so that the performance of the larger pool will be

representative of the performance of the pool of securitised assets to be created,

(3) a company may comply with subsection (2) by providing the information required based on the larger pool and

disclosing that it has done so.



Instruction:

(1) Disclosure regarding mineral exploration development or production activities on material properties is required to

comply with relevant and applicable mining legislation, including the use of the appropriate terminology to describe

mineral reserves and mineral resources.

(2) Disclosure is required for each property material to the Issuer. Materiality is to be determined in the context of the

Issuer’s overall business and financial condition, taking into account quantitative and qualitative factors. A property

will not generally be considered material to an Issuer if the book value of the property as reflected in the Issuer’s most

recently filed financial statements or the value of the consideration paid or to be paid (including exploration obligations)

is less than 10 per cent of the book value of the total of the Issuer’s mineral properties and related plant and equipment.

(3) The information required under these items is required to be based upon a technical report or other information

prepared by or under the supervision of a qualified person.

(4) In giving the information required under these items, include the nature of ownership interests, such as fee interests,

leasehold interests, royalty interests and any other types and variations of ownership interests.

5. Selected Consolidated Financial Information

5.1 Annual Information — Provide the following financial data for the Issuer in summary form for each of the last three completed

financial years and any period subsequent to the most recent financial year end for which financial statements have been

prepared, accompanied by a discussion of the factors affecting the comparability of the data, including discontinued

operations, changes in accounting policies, significant acquisitions or significant dispositions and major changes in the

direction of the Issuer’s business:

5.1.1 net sales or total revenues;

5.1.2 income from continuing operations, in total and on a per share basis and fully diluted per share basis;

5.1.3 net income or loss, in total and on a per share and fully diluted per share basis;

5.1.4 total assets;

5.1.5 total long-term financial liabilities;

5.1.6 cash dividends declared per share for each class of share; and

5.1.7 such other information as would enhance an investor’s understanding of the Issuer’s financial condition and results

of operations and would highlight other trends in financial condition and results of operations.

5.2 Financial Information — for each of the three most recently completed financial years ending at the end of the most recently

completed financial year, provide the information required in paragraphs 5.1.1, and 5.1.2.

5.3 Dividends – disclose:

5.3.1 any restriction that could prevent the Issuer from paying dividends; and

5.3.2 the Issuer’s dividend policy and, if a decision has been made to change the dividend policy, the intended change

in dividend policy.

5.4 Foreign GAAP — An Issuer may present the selected consolidated financial information required in this section on the basis

of foreign GAAP if:

5.4.1 the Issuer’s primary financial statements have been prepared using foreign GAAP; and

5.4.2 if the Issuer is required under applicable securities legislation to have reconciled its financial statements to IFRS at

the time of filing its financial statements or the Issuer has otherwise done so, a cross reference to the notes to the

financial statements containing the reconciliation of the financial statements to IFRS is included.


Instruction:

(1) If financial information that is included in the summary is derived from financial statements included in the Listing

Circular, but the financial information is neither directly presented in, nor readily determinable from, the financial

statements, include a reconciliation to the financial statements in notes.

(2) If financial information that is included in the Listing Circular is derived from financial statements that are not included

in the Listing Circular, indicate in the lead-in to the summary the source from which the information is extracted, the

percentage interest that the Issuer has in the person or company, the IFRS principles used, the name of the auditors,

the date of the report, and the nature of the opinion expressed.

(3) The derivation of ratios included in the Listing Circular in notes should be disclosed in notes to the Listing Circular.

(4) Information included in the Listing Circular should be presented in a manner that is consistent with the intent of South

African accounting recommendations and practices (e.g., cash flow data should not be interspersed with amounts

from an income statement in a manner which suggests that cash flow data has been or should be presented in an

income statement, and cash flow data should not be presented in a manner that appears to give it prominence equal

to or greater than earnings data).

6. Directors’ Report

General Instructions and Interpretation:

Provide a Directors’ Report together with the most recent annual financial statements filed with the application for listing (or

filed since the last update of the Listing Circular, and interim Directors’ Report for each interim financial statement filed with the

application for listing (or filed since the last update of the quotation statement). The first interim Directors’ Report will update the

annual Directors’ Report, and each subsequent interim Directors’ Report will update the previous interim Directors’ Report. If the

Issuer includes annual income statements, statements of retained earnings, and cash flow statements for three financial years

under Section 5, provide a Directors’ Report for the second most recent annual financial statements of the Issuer.

What is a Directors’ Report? — It is a narrative explanation, through the eyes of management, of how an Issuer performed

during the period covered by the financial statements, and of an Issuer’s financial condition and future prospects. A Directors’

Report complements and supplements the annual financial statements, but does not form part of the financial statements.

Management’s objective when preparing the Directors’ Report should be to enhance the Issuer’s overall financial disclosure

by giving a balanced description of the Issuer’s results of operations and financial condition including, without limitation, such

considerations as liquidity and capital resources – openly reporting bad news as well as good news.

A Directors’ Report should help current and prospective investors understand what the financial statements show and do

not show; discuss material information that may not be fully reflected in the financial statements, such as contingent liabilities,

defaults under debt, off-balance sheet financing arrangements, or other contractual obligations; discuss important trends and

risks that have affected the financial statements, and trends and risks that are reasonably likely to affect them in the future;

and provide information about the quality, and potential variability, of the Issuer’s earnings and cash flow, to assist investors in

determining if past performance is indicative of future performance.

Date of Information – In preparing the Directors’ Report, management must take into account information available up to

the date of the Directors’ Report. If the date of the Directors’ Report is not the date it is filed, management must ensure the

disclosure in the Directors’ Report is current so that it will not be misleading when it is filed.

Explain the Analysis – Explain the nature of, and reasons for, changes in the Issuer’s performance. Do not simply disclose the

amount of change in a financial statement item from period to period. Avoid using boilerplate language. The discussion should

assist the reader to understand trends, events, transactions and expenditures.

Focus on Material Information – Management does not need to disclose information that is not material. Exercise judgment

when determining whether information is material.

What is Material? – Would a reasonable investor’s decision whether or not to buy, sell or hold the Issuer’s securities likely be

influenced or changed if the information in question was omitted or misstated? If so, the information is likely material. This

concept of materiality is consistent with the financial reporting notion of materiality.



Forecast Information – Management is encouraged to provide forecast information if it has a reasonable basis for making the

statements. Preparing Directors’ Report necessarily involves some degree of prediction or projection. For example, Directors’

Report requires a discussion of known trends or uncertainties that are reasonably likely to affect the Issuer’s business. However,

Directors’ Report does not require that the Issuer provide a detailed forecast of future revenues, income or loss or other

information. All forecast information must contain a statement that the information is forward-looking, a description of the

factors that may cause actual results to differ materially from the forecast information, management’s material assumptions and

appropriate risk disclosure and cautionary language.

The Directors’ Report must discuss any forecast information disclosed in the Directors’ Report for a prior period which, in

light of intervening events and absent further explanation, may be misleading. Forward looking statements may be considered

misleading when they are unreasonably optimistic or aggressive, or lack objectivity, or are not adequately explained. Timely

disclosure obligations might also require the Issuer to issue a news release and file a material change report.

Issuers Without Significant Revenues — If the Issuer is without significant revenues from operations, focus the discussion and

analysis of results of operations on expenditures and progress towards achieving management’s business objectives and

milestones.

Reverse Takeover Transactions — When an acquisition is accounted for as a reverse takeover, the Directors’ Report should be

based on the reverse takeover acquirer’s financial statements.

Foreign Accounting Principles — If the Issuer’s primary financial statements have been prepared using accounting principles

other than IFRS and a reconciliation is provided, the Directors’ Report must focus on the primary financial statements.

Resource Issuers — If the Issuer has mineral projects, the disclosure must comply with relevant and applicable mining legislation

Standards of Disclosure for Mineral Projects, including the requirement that all scientific and technical disclosure be based on

a technical report or other information prepared by or under the supervision of a qualified person.

Annual Directors’ Report

6.1 Date – Specify the date of the Directors’ Report. The date of the Directors’ Report must be no earlier than the date of the

auditor’s report on the financial statements for the Issuer’s most recently completed financial year.

6.2 Overall Performance – Provide an analysis of the Issuer’s financial condition, results of operations and cash flows. Discuss

known trends, demands, commitments, events or uncertainties that are reasonably likely to have an effect on the Issuer’s

business. Compare the Issuer’s performance in the most recently completed financial year to the prior year’s performance.

The analysis should address at least the following:

6.2.1 operating segments that are reportable segments;

6.2.2 other parts of the business if:

6.2.2.1 they have a disproportionate effect on revenues, income or cash needs, or

6.2.2.2 there are any legal or other restrictions on the flow of funds from one part of the Issuer’s business to

another;

6.2.2.3 industry and economic factors affecting the Issuer’s performance;

6.2.2.4 why changes have occurred or expected changes have not occurred in the Issuer’s financial condition

and results of operations; and

6.2.2.5 the effect of discontinued operations on current operations.

Instruction:

(1) When explaining changes in the Issuer’s financial condition and results, include an analysis of the effect on the Issuer’s

continuing operations of any acquisition, disposition, write-off, abandonment or other similar transaction.

(2) Financial condition includes the Issuer’s financial position (as shown on the balance sheet) and other factors that may affect

the Issuer’s liquidity and capital resources.

(3) Include information for a period longer than one financial year if it will help the reader to better understand a trend.


Selected Annual Financial Information

6.3 Provide the following financial data derived from the Issuer’s financial statements for each of the three most recently

completed financial years:


6.3.2 income or loss before discontinued operations and extraordinary items, in total and on a per-share and diluted

per-share basis;

6.3.3 net income or loss, in total and on a per-share and diluted per share basis;

6.3.4 total assets;

6.3.5 total long-term financial liabilities; and

6.3.6 cash dividends declared per-share for each class of share.

6.4 Variations – Discuss the factors that have caused period to period variations including discontinued operations, changes in

accounting policies, significant acquisitions or dispositions and changes in the direction of the Issuer’s business, and any

other information the Issuer believes would enhance an understanding of, and would highlight trends in, financial condition

and results of operations.

Instruction:

Indicate the accounting principles that the financial data has been prepared in accordance with, the reporting currency, the

measurement currency if different from the reporting currency and, if the underlying financial statements have been reconciled

to IFRS, provide a cross-reference to the reconciliation that is found in the notes to the financial statements.

6.5 Results of Operations – Discuss management’s analysis of the Issuer’s operations for the most recently completed financial

year, including:

6.5.1 net sales or total revenues by operating business segment;

6.5.2 including any changes in such amounts caused by selling prices, volume or quantity of goods or services being

sold, or the introduction of new products or services;

6.5.3 any other significant factors that caused changes in net sales or total revenues;

6.5.4 cost of sales or gross profit;

6.5.5 for Issuers that have significant projects that have not yet generated operating revenue, describe each project,

including the Issuer’s plan for the project and the status of the project relative to that plan, and expenditures made

and how these relate to anticipated timing and costs to take the project to the next stage of the project plan;

6.5.6 for resource Issuers with producing mines, identify milestones such as mine expansion plans, productivity

improvements, or plans to develop a new deposit;

6.5.7 factors that caused a change in the relationship between costs and revenues, including changes in costs of labour

or materials, price changes or inventory adjustments;

6.5.8 commitments, events, risks or uncertainties that you reasonably believe will materially affect the Issuer’s future

performance including net sales, total revenue and income or loss before discontinued operations and extraordinary

items;

6.5.9 effect of inflation and specific price changes on the Issuer’s net sales and total revenues and on income or loss

before discontinued operations and extraordinary items;

6.5.10 a comparison in tabular form of disclosure you previously made about how the Issuer was going to use proceeds

(other than working capital) from any financing, an explanation of variances and the impact of the variances, if any,

on the Issuer’s ability to achieve its business objectives and milestones; and

6.5.11 unusual or infrequent events or transactions.


Instruction:

The discussion under Item 6.5(d) should include:

(1) whether or not management plans to expend additional funds on the project; and

(2) any factors that have affected the value of the project(s) such as change in commodity prices, land use or political or

environmental issues.

6.6 Summary of half yearly Results – Provide the following information in summary form, derived from the Issuer’s financial

statements, for each of the three most recently completed years:


6.6.2 income or loss before discontinued operations and extraordinary items, in total and on a per-share and diluted

per-share basis; and

6.6.3 net income or loss, in total and on a per-share and diluted per share basis.

Discuss the factors that have caused variations over the reporting period necessary to understand general trends that have

developed and the seasonality of the business.

6.7 Liquidity – Provide an analysis of the Issuer’s liquidity, including:

6.7.1 its ability to generate sufficient amounts of cash and cash equivalents, in the short term and the long term, to

maintain the Issuer’s capacity, to meet the Issuer’s planned growth or to fund development activities;

6.7.2 trends or expected fluctuations in the Issuer’s liquidity, taking into account demands, commitments, events or

uncertainties;

6.7.3 its working capital requirements;

6.7.4 liquidity risks associated with financial instruments;

6.7.5 if the Issuer has or expects to have a working capital deficiency, discuss its ability to meet obligations as they

become due and how you expect it to remedy the deficiency;

6.7.6 balance sheet conditions or income or cash flow items that may affect the Issuer’s liquidity;

6.7.7 legal or practical restrictions on the ability of subsidiaries to transfer funds to the Issuer and the effect these

restrictions have had or may have on the ability of the Issuer to meet its obligations; and

6.7.8 defaults or arrears or anticipated defaults or arrears on:

6.7.8.1 dividend payments, lease payments, interest or principal payment on debt;

6.7.8.2 debt covenants during the most recently completed financial year; and

6.7.8.3 redemption or retraction or sinking fund payments,

6.7.9 details of how the Issuer intends to cure the default or arrears.

6.8 Capital Resources – Provide an analysis of the Issuer’s capital resources, including commitments for capital expenditures

as of the date of the Issuer’s financial statements including:

6.8.1 the amount, nature and purpose of these commitments;

6.8.2 the expected source of funds to meet these commitments; and

6.8.3 expenditures not yet committed but required to maintain the Issuer’s capacity, to meet the Issuer’s planned growth

or to fund development activities;

6.8.4 known trends or expected fluctuations in the Issuer’s capital resources, including expected changes in the mix and

relative cost of these resources; and

6.8.5 sources of financing that the Issuer has arranged but not yet used.



Instruction:

(1) Capital resources are financing resources available to the Issuer and include debt, equity and any other financing

arrangements that management reasonably considers will provide financial resources to the Issuer.

(2) In discussing the Issuer’s commitments management should discuss any exploration and development, or research and

development expenditures required to maintain properties or agreements in good standing.

6.9 Off-Balance Sheet Arrangements – Discuss any off-balance sheet arrangements that have, or are reasonably likely to

have, a current or future effect on the results of operations or financial condition of the Issuer including, without limitation,

such considerations as liquidity and capital resources. This discussion shall include their business purpose and activities,

their economic substance, risks associated with the arrangements, and the key terms and conditions associated with any

commitments, including:

6.9.1 a description of the other contracting part(ies);

6.9.2 the effects of terminating the arrangement;

6.9.3 the amounts receivable or payable, revenues, expenses and cash flows resulting from the arrangement;

6.9.4 the nature and amounts of any other obligations or liabilities arising from the arrangement that could require the

Issuer to provide funding under the arrangement and the triggering events or circumstances that could cause them

to arise; and

6.9.5 any known event, commitment, trend or uncertainty that may affect the availability or benefits of the arrangement

(including any termination) and the course of action that management has taken, or proposes to take, in response

to any such circumstances.

6.10 Transactions with Related Parties – Discuss all transactions involving related parties.

Instruction:

In discussing the Issuer’s transactions with related parties, the discussion should include both qualitative and quantitative aspects

that are necessary for an understanding of each transaction’s business purpose and economic substance. Management should

discuss:

(1) the relationship and identify the related person or entities;

(2) the business purpose of the transaction;

(3) the recorded amount of the transaction and the measurement basis used; and

(4) any ongoing contractual or other commitments resulting from the transaction.

6.11 Proposed Transactions – Discuss the expected effect on financial condition, results of operations and cash flows of any

proposed asset or business acquisition or disposition if the Issuer’s board of directors, or senior management who believe

that confirmation of the decision by the board is probable, have decided to proceed with the transaction. Include the status

of any required shareholder or regulatory approvals.

6.12 Changes in Accounting Policies including Initial Adoption – Discuss and analyse any changes in the Issuer’s accounting

policies, including:

6.12.1 for any accounting policies that management has adopted or expects to adopt subsequent to the end of the most

recently completed financial year, including changes management has made or expects to make voluntarily and

those due to a change in an accounting standard or a new accounting standard that you do not have to adopt until

a future date:

6.12.1.1 describe the new standard, the date the Issuer required to adopt it and, if determined, the date the Issuer

plans to adopt it,


6.12.1.2 disclose the methods of adoption permitted by the accounting standard and the method management

expects to use,

6.12.1.3 discuss the expected effect on the Issuer’s financial statements, or if applicable, state that management

cannot reasonably estimate the effect, and

6.12.1.4 discuss the potential effect on the Issuer’s business, for example technical violations or default of debt

covenants or changes in business practices; and

6.12.2 for any accounting policies that management has initially adopted during the most recently completed financial year,

6.12.2.1 describe the events or transactions that gave rise to the initial adoption of an accounting policy,

6.12.2.2 describe the accounting principle that has been adopted and the method of applying that principle,

6.12.2.3 discuss the effect resulting from the initial adoption of the accounting policy on the Issuer’s financial

condition, changes in financial condition and results of operations,

6.12.2.4 if the Issuer is permitted a choice among acceptable accounting principles,

6.12.2.4.1 state that management made a choice among acceptable alternatives,

6.12.2.4.2 identify the alternatives,

6.12.2.4.3 describe why management made the choice that you did, and

6.12.2.4.4 discuss the effect, where material, on the Issuer’s financial condition, changes in financial

condition and results of operations under the alternatives not chosen; and

6.12.2.5 if no accounting literature exists that covers the accounting for the events or transactions giving rise to

management’s initial adoption of the accounting policy, explain management’s decision regarding which

accounting principle to use and the method of applying that principle.

Instruction:

Management does not have to present the discussion under paragraph 6.13.2. for the initial adoption of accounting policies

resulting from the adoption of new accounting standards.

6.13 Financial Instruments and Other Instruments – For financial instruments and other instruments:

6.13.1 discuss the nature and extent of the Issuer’s use of, including relationships among, the instruments and the business

purposes that they serve;

6.13.2 describe and analyze the risks associated with the instruments;

6.13.3 describe how management manages the risks in paragraph (b), including a discussion of the objectives, general

strategies and instruments used to manage the risks, including any hedging activities;

6.13.4 disclose the financial statement classification and amounts of income, expenses, gains and losses associated with

the instrument; and

6.13.5 discuss the significant assumptions made in determining the fair value of financial instruments, the total amount

and financial statement classification of the change in fair value of financial instruments recognized in income for

the period, and the total amount and financial statement classification of deferred or unrecognized gains and losses

on financial instruments.



Instruction:

(1) “Other instruments” are instruments that may be settled by the delivery of nonfinancial assets. A commodity futures contract

is an example of an instrument that may be settled by delivery of non-financial assets.

(2) The discussion under paragraph 6.14.1 should enhance a reader’s understanding of the significance of recognised and

unrecognised instruments on the Issuer’s financial position, results of operations and cash flows. The information should

also assist a reader in assessing the amounts, timing, and certainty of future cash flows associated with those instruments.

Also discuss the relationship between liability and equity components of convertible debt instruments.

(3) For purposes of paragraph 6.14.3, if the Issuer is exposed to significant price, credit or liquidity risks, consider providing a

sensitivity analysis or tabular information to help readers assess the degree of exposure. For example, an analysis of the

effect of a hypothetical change in the prevailing level of interest or currency rates on the fair value of financial instruments

and future earnings and cash flows may be useful in describing the Issuer’s exposure to price risk.

(4) For purposes of paragraph 6.14.4, disclose and explain the income, expenses, gains and losses from hedging activities

separately from other activities.

Interim Directors’ Report

6.14 Date – Specify the date of the interim Directors’ Report.

6.15 Updated Disclosure – Interim Directors’ Report must update the Issuer’s annual Directors’ Report for all disclosure required

by sections 6.2 to 6.14 except sections 6.3 and 6.4. This disclosure must include:

6.15.1 a discussion of management’s analysis of:

6.15.1.1 current half year and year-to-date results including a comparison of results of operations and cash flows

to the corresponding periods in the previous year;

6.15.1.2 changes in results of operations and elements of income or loss that are not related to ongoing business

operations;

6.15.1.3 any seasonal aspects of the Issuer’s business that affect its financial condition, results of operations or

cash flows; and

6.15.2 a comparison of the Issuer’s interim financial condition to the Issuer’s financial condition as at the most recently

completed financial year-end.

6.16 Additional Disclosure for Issuers without Significant Revenue:

6.16.1 unless the information is disclosed in the financial statements to which the annual or interim Directors’ Report

relates, an Issuer that has not had significant revenue from operations in either of its last two financial years must

disclose a breakdown of material components of:

6.16.1.1 capitalised or expensed exploration and development costs;

6.16.1.2 expensed research and development costs;

6.16.1.3 deferred development costs;

6.16.1.4 general and administration expenses; and

6.16.1.5 any material costs, whether capitalized, deferred or expensed, not referred to in paragraphs (i) through (iv).

6.17 Description of Securities:

6.17.1 disclose the designation and number or principal amount of:

6.17.1.1 each class and series of voting or equity securities of the Issuer for which there are securities outstanding;

6.17.1.2 each class and series of securities of the Issuer for which there are securities outstanding if the securities

are convertible into, or exercisable or exchangeable for, voting or equity securities of the Issuer; and


6.17.1.3 subject to subsection (b), each class and series of voting or equity securities of the Issuer that are issuable

on the conversion, exercise or exchange of authorised Securities of the Issuer.

6.17.2 if the exact number or principal amount of voting or equity securities of the Issuer that are issuable on the conversion,

exercise or exchange of authorised Securities of the Issuer is not determinable, the Issuer must disclose the

maximum number or principal amount of each class and series of voting or equity securities that are issuable on the

conversion, exercise or exchange of authorised Securities of the Issuer and, if that maximum number or principal

amount is not determinable, the Issuer must describe the exchange or conversion features and the manner in which

the number or principal amount of voting or equity securities will be determined; and

6.17.3 the disclosure under subsections (a) and (b) must be prepared as of the latest practicable date.

6.18 Provide Breakdown:

6.18.1 if the Issuer has not had significant revenue from operations in either of its last two financial years, disclose a

breakdown of material components of:

6.18.1.1 capitalized or expensed exploration and development costs,

6.18.1.2 expensed research and development costs,

6.18.1.3 deferred development costs,

6.18.1.4 general and administrative expenses, and

6.18.1.5 any material costs, whether capitalized, deferred or expensed, not referred to in paragraphs (i) through (iv).

6.18.2 present the analysis of capitalized or expensed exploration and development costs required by subsection (a) on a

property-by-property basis, if the Issuer’s business primarily involves mining; and

6.18.3 provide the disclosure in subsection (a) for the following periods:

6.18.3.1 the two most recently completed financial years, and

6.18.3.2 the most recent year-to-date interim period and the comparative year-to-date period presented in the

interim financial statements included, if any.

Subsection (a) does not apply if the information required under that subsection has been disclosed in the financial

statements.

6.19 Negative cash-flow – If the Issuer had negative operating cash flow in its most recently completed financial year for which

financial statements have been included, disclose:

6.19.1 the period of time the proceeds raised are expected to fund operations;

6.19.2 the estimated total operating costs necessary for the Issuer to achieve its stated business objectives during that

period of time; and

6.19.3 the estimated amount of other material capital expenditures during that period of time.

6.20 Additional disclosure for Issuers with significant equity investees: if the Issuer has a significant equity investee

6.20.1 summarised information as to the assets, liabilities and results of operations of the equity investee, and

6.20.2 the Issuer’s proportionate interest in the equity investee and any contingent issuance of securities by the equity

investee that might significantly affect the Issuer’s share of earnings; and provide the disclosure in subsection (a)

for the following periods

6.20.3 the two most recently completed financial years, and

6.20.4 the most recent year-to-date interim period and the comparative year-to-date period presented in the interim

financial statements included in the Listing Circular, if any.



Subsection (a) does not apply if:

6.20.5 the information required under that subsection has been disclosed in the financial statements included, or

6.20.6 the Issuer includes separate financial statements of the equity investee for the periods referred to in subsection (b).

7. Market for Securities

Identify the exchange(s) and quotation and trade reporting system(s) on which the Issuer’s securities are listed and posted for

trading or quoted.

8. Consolidated Capitalisation

Describe any material change in, and the effect of the material change on, the share and loan capital of the Issuer, on a consolidated

basis, since the date of the comparative financial statements for the Issuer’s most recently completed financial year contained in

the Listing Circular.

9. Options to Purchase Securities

State, in tabular form, as at a specified date not more than 30 days before the date of the Listing Circular, information as to options

to purchase securities of the Issuer or a subsidiary of the Issuer that are held by:

9.1 all executive officers and past executive officers of the Issuer as a group and all directors and past directors of the Issuer

who are not also executive officers as a group, indicating the aggregate number of executive officers and the aggregate

number of directors to whom the information applies, without naming them;

9.2 all executive officers and past executive officers of all subsidiaries of the Issuer as a group and all directors and past

directors of those subsidiaries who are not also executive officers of the subsidiary as a group, in each case, without

naming them and excluding individuals referred to in paragraph (a), indicating the aggregate number of executive officers

and the aggregate number of directors to whom the information applies;

9.3 all other employees and past employees of the Issuer as a group, without naming them;

9.4 all other employees and past employees of subsidiaries of the Issuer as a group, without naming them;

9.5 all consultants of the Issuer as a group, without naming them; and

9.6 any other person or company, including the underwriter, naming each person or company.

Instruction:

(1) Describe the options, stating the material provisions of each class or type of option, including:

“Other instruments” are instruments that may be settled by the delivery of nonfinancial assets. A commodity futures contract is

an example of an instrument that may be settled by delivery of non-financial assets.

(a) the designation and number of the securities under option;

(b) the purchase price of the securities under option or the formula by which the purchase price will be determined, and the

expiration dates of the options;

(c) if reasonably ascertainable, the market value of the securities under option on the date of grant;

(d) if reasonably ascertainable, the market value of the securities under option on the specified date; and

(e) with respect to options referred to in paragraph (f) of Item 9.1, the particulars of the grant including the consideration for

the grant.

(2) For the purposes of item (f) of section 9.1, provide the information required for all options.

10. Description of the Securities

10.1 General – State the description or the designation of each class of equity securities and describe all material attributes and

characteristics, including:

10.1.1 dividend rights;

10.1.2 voting rights;


10.1.3 rights upon dissolution or winding-up;

10.1.4 pre-emptive rights;

10.1.5 conversion or exchange rights;

10.1.6 redemption, retraction, purchase for cancellation or surrender provisions,

10.1.7 sinking or purchase fund provisions;

10.1.8 provisions permitting or restricting the issuance of additional securities and any other material restrictions; and

10.1.9 provisions requiring a security-holder to contribute additional capital.

10.2 Other securities – If securities other than equity securities or debt securities are being listed, describe fully the material

attributes and characteristics of those securities.

10.3 Modification of terms:

10.3.1 describe provisions about the modification, amendment or variation of any rights attached to the securities being

listed; and

10.3.2 if the rights of holders of securities may be modified otherwise than in accordance with the provisions attached to

the securities or the provisions of the governing statute relating to the securities, explain briefly.

10.4 Other attributes:

10.4.1 if the rights attaching to the securities being listed are materially limited or qualified by the rights of any other class

of securities, or if any other class of securities ranks ahead of or equally with the securities being listed, include

information about the other securities that will enable investors to understand the rights attaching to the securities

being listed; and

10.4.2 if securities of the class being listed may be partially redeemed or repurchased, state the manner of selecting the

securities to be redeemed or repurchased.

10.5 Prior Sales – State the prices at which securities of the same class as the securities to be listed have been sold within the

12 months before the date of the Listing Circular, or are to be sold, by the Issuer or any Related Person and the number of

securities of the class sold or to be sold at each price.

Instruction:

In the case of sales by a Related Person, the information required under section 10.6 may be given in the form of price ranges

for each calendar month.

10.6 Stock Exchange Price:

10.6.1 if shares of the same class as the shares to be listed were or are listed on a South African stock exchange or traded

on a South African market, provide the price ranges and volume traded on the South African stock exchange or

market on which the greatest volume of trading generally occurs;

10.6.2 if shares of the same class as the shares to be listed were or are not listed on a South African stock exchange or

traded on a South African market, provide the price ranges and volume traded on the foreign stock exchange or

market on which the greatest volume of trading generally occurs.

11. Escrowed Securities

State as of a specified date within 30 days before the date of the Listing Circular, in substantially the following tabular form,

the number of securities of each class of securities of the Issuer held, to the knowledge of the Issuer, in escrow (which, for the

purposes of this Form includes any securities subject to a pooling agreement) and the percentage that number represents of the

authorised Securities of that class. In a note to the table, disclose the name of the depository, if any, and the date of and conditions

governing the release of the securities from escrow.

ESCROWED SECURITIES

Designation of class held in escrow Number of securities held in escrow Percentage of class



12. Principal Shareholders

12.1 Provide the following information for each principal shareholder of the Issuer as of a specified date not more than 30 days

before the date of the Listing Circular:

12.1.1 Name;

12.1.2 The number or amount of securities owned of the class to be listed;

12.1.3 Whether the securities referred to in subsection 12(1)(b) are owned both of record and beneficially, of record only,

or beneficially only; and

12.1.4 The percentages of each class of securities known by the Issuer to be owned.

12.2 If the Issuer is requalifying following a fundamental change or has proposed an acquisition, amalgamation, merger,

reorganization or arrangement, indicate, to the extent known, the holding of each person of company described in

paragraph (1) that will exist after giving effect to the transaction.

12.3 If, to the knowledge of the Issuer, more than 10 per cent of any class of voting securities of the Issuer is held, or is to be held,

subject to any voting trust or other similar agreement, disclose, to the extent known, the designation of the securities, the

number or amount of the securities held or to be held subject to the agreement and the duration of the agreement. State the

names and addresses of the voting trustees and outline briefly their voting rights and other powers under the agreement.

12.4 As regards the knowledge of the Issuer, if any principal shareholder is an associate or affiliate of another person or company

named as a principal shareholder, disclose, to the extent known, the material facts of the relationship, including any basis

for influence over the Issuer held by the person or company other than the holding of voting securities of the Issuer.

12.5 In addition to the above, include in a footnote to the table, the required calculation(s) on a fully-diluted basis.

Instruction:

If a company, partnership, trust or other unincorporated entity is a principal shareholder of an Issuer, disclose, to the extent

known, the name of each individual who, through ownership of or control or direction over the securities of the company or

membership in the partnership, as the case may be, is a principal shareholder of the company or partnership.

13. Directors and Officers

13.1 List the name and residential address of each director and executive officer of the Issuer and indicate their respective

positions and offices held with the Issuer and their respective principal occupations within the five preceding years.

Instruction:

If, during the period, a director or officer has held more than one position with the Issuer or the Issuer’s controlling shareholder

or a subsidiary of the Issuer, state only the current position held.

13.2 State the period or periods during which each director has served as a director and when his or her term of office will expire.

13.3 State the number and percentage of securities of each class of voting securities of the Issuer or any of its subsidiaries

beneficially owned, directly or indirectly, or over which control or direction is exercised by all directors and executive officers

of the Issuer as a group.

Instruction:

Securities of subsidiaries that are beneficially owned, directly or indirectly, or over which control or direction is exercised by

directors or executive officers through ownership or control or direction over securities of the Issuer do not need to be included.

13.4 Detail the board committees of the Issuer and identify the members of each committee.

13.5 If the principal occupation of a director or officer of the Issuer is acting as an officer of a person or company other than the

Issuer, disclose the fact and state the principal business of the person or company.


13.6 Disclose if a director or officer of the Issuer or a shareholder holding a sufficient number of securities of the Issuer to affect

materially the control of the Issuer, is, or within 10 years before the date of the Listing Circular has been, a director or officer

of any other Issuer that, while that person was acting in that capacity:

13.6.1 was the subject of a cease trade or similar order, or an order that denied the other Issuer access to any exemptions

under South African securities regulation, for a period of more than 30 consecutive days, state the fact and describe

the basis on which the order was made and whether the order is still in effect;

13.6.2 was subject to an event that resulted, after the director or executive officer ceased to be a director or executive

officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant

company access to any exemption under securities legislation, for a period of more than 30 consecutive days, state

the fact and describe the basis on which the order was made and whether the order is still in effect;

13.6.3 became insolvent, made a compromise under any legislation relating to insolvency or was subject to or instituted

any proceedings, arrangement or compromise with creditors or had a curator, liquidator or trustee appointed to

hold its assets, state the fact; or

13.6.4 within a year of that person ceasing to act in that capacity, became insolvent, made a proposal under any legislation

relating to insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or

had a curator, liquidator or trustee appointed to hold its assets, state the fact.

13.7 Describe the penalties or sanctions imposed and the grounds on which they were imposed or the terms of the settlement

agreement and the circumstances that gave rise to the settlement agreement, if a director or officer of the Issuer, or a

shareholder holding sufficient securities of the Issuer to affect materially the control of the Issuer, has:

13.7.1 been subject to any penalties or sanctions imposed by a court relating to South African securities legislation or

by a South African securities regulatory authority or has entered into a settlement agreement with a South African

securities regulatory authority; or

13.7.2 been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be

considered important to a reasonable investor making an investment decision.

13.8 If a director or officer of the Issuer, or a shareholder holding sufficient securities of the Issuer to affect materially the control

of the Issuer, or a personal holding company of any such persons has, within the 10 years before the date of the Listing

Circular, become insolvent, made a proposal under any legislation relating to insolvency, or been subject to or instituted

any proceedings, arrangement or compromise with creditors, or had a curator, liquidator or trustee appointed to hold the

assets of the director or officer, state the fact.

13.9 Disclose particulars of existing or potential material conflicts of interest between the Issuer or a subsidiary of the Issuer and

a director or officer of the Issuer or a subsidiary of the Issuer.

13.10 Management — In addition to the above provide the following information for each member of management:

13.10.1 state the individual’s name, age, position and responsibilities with the Issuer and relevant educational background;

13.10.2 state whether the individual works full time for the Issuer or what proportion of the individual’s time will be devoted

to the Issuer;

13.10.3 state whether the individual is an employee or independent contractor of the Issuer;

Instruction:

(1) For purposes of this Item “management” means all directors, officers, employees and contractors whose expertise is critical

to the Issuer, its subsidiaries and proposed subsidiaries in providing the Issuer with a reasonable opportunity to achieve its

stated business objectives.

(2) The description of the principal occupation of a member of management must be specific. The terms “businessman” or

“entrepreneur” are not sufficiently specific.



14. Capitalisation

14.1 Prepare and file the following chart for each class of securities to be listed:

Issued Capital

Number of Securities (non-diluted)

Number of Securities (fully-diluted)

% of Issued (non-diluted)

% of Issued (fully diluted)

Public Float

Total outstanding (A)

Held by Related Persons or

employees of the Issuer or

Related Person of the Issuer,

or by persons or companies

who beneficially own or control,

directly or indirectly, more than a

5% voting position in the Issuer

(or who would beneficially own

or control, directly or indirectly,

more than a 5% voting position

in the Issuer upon exercise or

conversion of other securities

held) (B)

Total Public Float (A-B)

Freely-Tradeable Float

Number of Authorised Securities

subject to resale restrictions,

including restrictions imposed by

pooling or other arrangements or

in a shareholder agreement and

securities held by control block

holders (C)

Total Tradeable Float (AC)

Public Shareholders (Registered)

Instruction: For the purposes of this report, “public Shareholders” are persons other than persons enumerated in section (B) of the

previous chart. List registered holders only.

Class of Security

Size of Holding Number of holders Total number of securities

1 – 99 securities

100 – 499 securities


1 000 – 1 999 securities




5 000 or more securities


Public Shareholders (Beneficial)

Instruction: Include (i) beneficial holders holding securities in their own name as registered shareholders; and (ii) beneficial holders

holding securities through an intermediary where the Issuer has been given written confirmation of shareholdings. For the purposes of

this section, it is sufficient if the intermediary provides a breakdown by number of beneficial holders for each line item below; names

and holdings of specific beneficial holders do not have to be disclosed. If an intermediary or intermediaries will not provide details of

beneficial holders, give the aggregate position of all such intermediaries in the last line.

Class of Security


1 – 99 securities








Unable to confirm

Non-Public Shareholders (Registered)

Instruction: For the purposes of this report, “non-public Shareholders” are persons enumerated in section (B) of the issued capital chart.

Class of Security


1 – 99 securities




2 000 – 2 999




14.2 Provide the following details for any securities convertible or exchangeable into any class of listed securities.

Description of Security (include conversion/exercise terms, including

conversion/exercise price)

Number of convertible/exchangeable securities outstanding

Number of listed securities issuable upon conversion/exercise

14.3 Provide details of any listed securities reserved for issuance that are not included in section 14.2.



15. Executive Remuneration

Attach a Statement of Executive Remuneration and describe any intention to make any material changes to that compensation.

16. Risk Factors

16.1 Disclose the risk factors relating to the Issuer and its business, such as cash flow and liquidity problems, if any, experience

of management, the general risks inherent in the business carried on by the Issuer, environmental and health risks, reliance

on key personnel, regulatory constraints, economic or political conditions and financial history and any other matter that

would be likely to influence an investor’s decision to purchase securities of the Issuer.

16.2 If there is a risk that Shareholders of the Issuer may become liable to make an additional contribution beyond the price of

the security, disclose that risk.

16.3 Describe any risk factors material to the Issuer that a reasonable investor would consider relevant to an investment in the

securities being listed and that are not otherwise described under section 17.1 or 17.2.

Instruction:

Disclose risks in the order of seriousness from the most serious to the least serious. A risk factor must not be de-emphasized

by including excessive caveats or conditions.

17. Appointed advisor

Instruction:

In this Part, AA includes any person performing Investor Relations Activities (as defined in the ZAR X Listing Requirements) for

the Issuer.

17.1 For a person or company that is, or has been within the two years immediately preceding the date of the Listing Circular, a

appointed agent of the Issuer or of a subsidiary of the Issuer, state:

17.1.1 the person or company’s name;

17.1.2 the number and percentage of each class of voting securities and equity securities of the Issuer or any of its

subsidiaries beneficially owned, directly or indirectly, or over which control is exercised;

17.1.3 the nature and amount of anything of value, including money, property, contracts, options or rights of any kind

received or to be received by the appointed agent directly or indirectly from the Issuer or from a subsidiary of the

Issuer, and the nature and amount of any assets, services or other consideration therefor received or to be received

by the Issuer or a subsidiary of the Issuer in return; and

17.1.4 for an asset acquired within the two years before the date of the Listing Circular or thereafter, or to be acquired, by

the Issuer or by a subsidiary of the Issuer from a appointed agent:

17.1.4.1 the consideration paid or to be paid for the asset and the method by which the consideration has been

or will be determined,

17.1.4.2 the person or company making the determination referred to in subparagraph (i) and the person or

company’s relationship with the Issuer, the appointed agent, or an associate or affiliate of the Issuer or of

the appointed agent, and

17.1.4.3 the date that the asset was acquired by the appointed agent and the cost of the asset to the

appointed agent.If an appointed agent referred to in section 18.1 is, as at the date hereof, was within 10

years before the date hereof, a director, chief executive officer, or chief financial officer of any person or

company that:

17.1.5 was subject to an order that was issued while the appointed agent was acting in the capacity as director, chief

executive officer or chief financial officer; or

17.1.6 was subject to an order that was issued after the appointed agent ceased to be a director, chief executive officer or

chief financial officer and which resulted from an event that occurred while the appointed agent was acting in the

capacity as director, chief executive officer or chief financial officer, state the fact and describe the basis on which

the order was made and whether the order is still in effect.


17.2 For the purposes of section 18.2 (1), “order” means:

17.2.1 a cease trade order;

17.2.2 an order similar to a cease trade order; or

17.2.3 an order that denied the relevant person or company access to any exemption under securities legislation, that was

in effect for a period of more than 30 consecutive days.

17.3 If a appointed agent referred to in section 18.2 (1):

17.3.1 is, as at the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of

any person or company that, while the appointed agent was acting in that capacity, or within a year of that person

ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or

insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a

receiver, receiver manager or trustee appointed to hold its assets, state the fact; or

17.3.2 has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating

to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with

creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the appointed agent, state

the fact.

17.4 Describe the penalties or sanctions imposed and the grounds on which they were imposed or the terms of the settlement

agreement and the circumstances that gave rise to the settlement agreement, if an appointed agent referred to in section

18.2(1) has been subject to:

17.4.1 any penalties or sanctions imposed by a court relating to provincial and territorial securities legislation or by a

provincial and territorial securities regulatory authority or has entered into a settlement agreement with a provincial

and territorial securities regulatory authority; or

17.4.2 any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered

important to a reasonable investor in making an investment decision.

17.5 Despite section 18.2(4), no disclosure is required of a settlement agreement entered into before 31 December 2000 unless

the disclosure would likely be considered important to a reasonable investor in making an investment decision.

18. Legal Proceedings

18.1 Describe any legal proceedings material to the Issuer to which the Issuer or a subsidiary of the Issuer is a party or of which

any of their respective property is the subject matter and any such proceedings known to the Issuer to be contemplated,

including the name of the court, the date instituted, the principal parties to the proceedings, the nature of the claim, the

amount claimed, if any, if the proceedings are being contested, and the present status of the proceedings.

Instruction:

No information need be given with respect to any proceeding that involves primarily a claim for damages if the amount involved,

exclusive of interest and costs, does not exceed 10 per cent of the current assets of the Issuer and its subsidiaries on a consolidated

basis. However, if any proceeding presents in large degree the same legal and factual issues as other proceedings pending or

known to be contemplated, the amount involved in the other proceedings shall be included in computing the percentage.

18.2 Regulatory actions – Describe any:

18.2.1 penalties or sanctions imposed against the Issuer by a court relating to securities legislation or by a regulatory

authority within the three years immediately preceding the date hereof;

18.2.2 other penalties or sanctions imposed by a court or regulatory body against the Issuer necessary to contain full, true

and plain disclosure of all material facts relating to the securities being listed; and

18.2.3 settlement agreements the Issuer entered into before a court relating to securities legislation or with a securities

regulatory authority within the three years immediately preceding the date hereof.



19. Interest of Management and Others in Material Transactions

19.1 Describe, and state the approximate amount of, any material interest, direct or indirect, of any of the following persons or

companies in any transaction within the three years before the date of the Listing Circular, or in any proposed transaction,

that has materially affected or will materially affect the Issuer or a subsidiary of the Issuer:

19.1.1 any director or executive officer of the Issuer;

19.1.2 a person or company that is the direct or indirect beneficial owner of, or who exercises control or direction over,

more than 10 percent of any class or series of your outstanding voting securities; and

19.1.3 an associate or affiliate of any of the persons or companies referred to in paragraphs (a) or (b).

Instruction:

(1) The materiality of an interest is to be determined on the basis of the significance of the information to investors in light of all the

circumstances of the particular case. The importance of the interest to the person having the interest, the relationship of the

parties to the transaction with each other and the amount involved are among the factors to be considered in determining the

significance of the information to investors.

(2) Give a brief description of the material transaction. Include the name of each person or company whose interest in any transaction

is described and the nature of the relationship to the Issuer.

(3) For any transaction involving the purchase of assets by or sale of assets to the Issuer or a subsidiary of the Issuer, state the

cost of the assets to the purchaser, and the cost of the assets to the seller if acquired by the seller within three years before the

transaction.

(4) This item does not apply to any interest arising from the ownership of securities of the Issuer if the security holder receives no

extra or special benefit or advantage not shared on an equal basis by all other holders of the same class of securities or all other

holders of the same class of securities who are resident in South Africa.

(5) Information must be included as to any material underwriting discounts or commissions upon the sale of securities by the Issuer

if any of the specified persons or companies were or are to be an underwriter or are associates, affiliates or partners of a person

or company that was or is to be an underwriter.

(6) No information need be given in answer to this item as to a transaction, or an interest in a transaction, if

(a) the rates or charges involved in the transaction are fixed by law or determined by competitive bids;

(b) the interest of a specified person or company in the transaction is solely that of a director of another company that is a party

to the transaction;

(c) the transaction involves services as a bank or other depository of funds, a transfer agent, registrar, trustee under a trust

indenture or other similar services; or

(d) the transaction does not involve remuneration for services and the interest of the specified person or company arose from

the beneficial ownership, direct or indirect, of less than 10 per cent of any class of equity securities of another company that

is party to the transaction and the transaction is in the ordinary course of business of the Issuer or its subsidiaries.

(7) Describe all transactions not excluded above that involve remuneration (including an issuance of securities), directly or indirectly,

to any of the specified persons or companies for services in any capacity unless the interest of the person or company arises

solely from the beneficial ownership, direct or indirect, of less than 10 per cent of any class of equity securities of another

company furnishing the services to the Issuer or its subsidiaries.

20. Auditors, Transfer Secretary and Registrars Central Securities Depository Participant (CSDP), Central Securities Depository (CSD)

20.1 State the name and address of the auditor of the Issuer;

20.2 For each class of securities, state the name of any transfer secretary, CSDP, CSD, trustee, or other agent appointed by the

Issuer to maintain the securities register and the register of transfers for such securities and indicate the physical address of

each of the offices of the Issuer or transfer agent, registrar, trustee or other agent where the securities register and register

of transfers are maintained or transfers of securities are recorded.


21. Material Contracts

21.1 Give particulars of every material contract, other than contracts entered into in the ordinary course of business that was

entered into within the two years before the date of Listing Circular by the Issuer or a subsidiary of the Issuer.

Instruction:

(1) The term “material contract” for this purpose means a contract that can reasonably be regarded as material to a proposed

investor in the securities being listed and may in some circumstances include contracts with a person or company providing

the Issuer with promotional or investor relations services.

(2) Set out a complete list of all material contracts, indicating those that are disclosed elsewhere in Listing Circular and provide

particulars about those material contracts for which particulars are not given elsewhere in the Listing Circular.

(3) Particulars of contracts should include the dates of, parties to, consideration provided for in, and general nature of, the

contracts.

22. Interest of Expert Related persons

22.1 Disclose all direct or indirect interests in the property of the Issuer or of a Related Person of the Issuer received or to be

received by a person or company whose profession or business gives authority to a statement made by the person or

company and who is named as having prepared or certified a part of the Listing Circular or prepared or certified a report

or valuation described or included in the Listing Circular.

22.2 Disclose the beneficial ownership, direct or indirect, by a person or company referred to in section 23.1 of any securities of

the Issuer or any Related Person of the Issuer.

22.3 For the purpose of section 23.2, if the ownership is less than one per cent, a general statement to that effect shall be

sufficient.

22.4 If a person, or a director, officer or employee of a person or company referred to in section 23.1 is or is expected to be

elected, appointed or employed as a director, officer or employee of the Issuer or of any associate or affiliate of the Issuer,

disclose the fact or expectation.

23. Other Material Facts

Give particulars of any material facts about the Issuer and its securities that are not disclosed under the preceding items and are

necessary in order for the Listing Circular to contain full, true and plain disclosure of all material facts relating to the Issuer and

its securities.

24. Financial Statements

24.1 Provide the following audited financial statement for the Issuer:

24.1.1 copies of all financial statements including the auditor’s reports required to be prepared and filed under applicable

securities legislation for the preceding three years as if the Issuer were subject to such law; and

24.1.2 a copy of financial statements for any completed interim period of the current fiscal year.

24.2 For Issuers re-qualifying for listing following a fundamental change provide

24.2.1 the information required in sections 5.1 to 5.3 for the target;

24.2.2 financial statement for the target prepared in accordance with the requirements of sections 5.1 to 5.3 as if the target

were the Issuer;

24.2.3 pro forma consolidated financial statements for the New Issuer giving effect to the transaction for:

24.2.3.1 the last full fiscal year of the Issuer, and

24.2.3.2 any completed interim period of the current fiscal year.



The first certificate below must be signed by the CEO, CFO, any person or company who is a appointed agent of the Issuer and two

directors of the Issuer. In the case of an Issuer re-qualifying following a fundamental change, the second certificate must also be signed

by the CEO, CFO, any person or company who is a appointed agent of the target and two directors of the target.

CERTIFICATE OF THE ISSUER

Pursuant to a resolution duly passed by its Board of Directors, ______________________ (full legal name of the Issuer), hereby applies

for the listing of the above mentioned securities on ZAR X. The foregoing contains full, true and plain disclosure of all material information

relating to (full legal name of the Issuer). It contains no untrue statement of a material fact and does not omit to state a material fact that is

required to be stated or that is necessary to prevent a statement that is made from being false or misleading in light of the circumstances

in which it was made.

Dated at

this day of , 2

_______________________________________________________________________ _______________________________________________________________________

Chief Executive Officer Chief Financial Officer

_______________________________________________________________________ _______________________________________________________________________

Appointed agent (if applicable) Director

[print or type names beneath signatures]

CERTIFICATE OF THE TARGET

The foregoing contains full, true and plain disclosure of all material information relating to (full legal name of the target). It contains no

untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to prevent

a statement that is made from being false or misleading in light of the circumstances in which it was made.

Dated at

this day of , 2

_______________________________________________________________________ _______________________________________________________________________

Chief Executive Officer Chief Financial Officer

_______________________________________________________________________ _______________________________________________________________________

Appointed agent (if applicable) Director

[print or type names beneath signatures]


Issuer Name: Listing Circular

Descriptions of securities to be listed:

Address: Brief description of the Issuer’s business:

Company contact: Description of securities outstanding:

Phone: Symbol Type Number

Fax: If the Listing Circular was required to be filed because an event

giving rise to material information has occurred that makes the

previous Statement inaccurate or misleading, briefly describe the

event:

E-mail: Dates of press release and any public filings concerning the

event:

Jurisdiction of incorporation: Date of last shareholders’ meeting and date of next

shareholders’ meeting (if scheduled):Website:

Financial year-end:

Financial Information as at: Board of Directors:

[Current] [Previous] Name: Position:

Current Assets R R

Working Capital R R

Total assets R R

Long-term liabilities R R

Shareholders’ equity R R

Schedule 7: Listing Summary


General Instructions

1. This Personal Information Form (“Form”) is to be completed by:

(a) Every individual who, if the securities of the Applicant Issuer described below are accepted for listing on ZAR X, will at the

time of listing be a Related Person of the Applicant Issuer and

(b) Each director, senior officer and person who directly or indirectly owns, controls or exercises discretion over 20% or more

of the outstanding voting shares of any non-individual that will, if the securities of the Applicant Issuer described below are

accepted for listing on ZAR X, be a Related Person of the Applicant Issuer.

2. This Form is also to be completed where the securities of the Applicant Company are listed on ZAR X by:

(a) Each individual who has become or proposes to become a Related Person of the ZAR X Issuer and

(b) Each director, senior officer and each person who directly or indirectly owns controls or exercises discretion over 20% or

more of the outstanding voting shares of any non-individual who has become or proposes to become a Related Person of

the ZAR X Issuer.

3. All sections must be completed on the Form. Each Form must be signed (and initialled where necessary) physically and not

mechanically or electronically. No facsimiles or copied versions will be accepted. Please type or print using BLOCK letters. Failure

to respond to all questions accurately and completely may delay the processing of the application of the Applicant Issuer and may

result in the denial of the application.

4. All attachments pertaining to any question must be made exhibits to the Form and each one must be so marked. All signatures

must be originals. The Commissioner of Oaths before whom the statutory declaration at the end of the form is made, as well as

the person completing the Form, must initial all attachments.

5. All forms must be accompanied by a clear photocopy of two items of identification issued by a government authority (such as an

identity document or passport).

Schedule 8: Personal Information Form


Schedule 8: Personal Information Form (continued)

Applicants Name:

Name of ZAR X Listed Company (or issuer seeking listing)

1. Basic Information(a) Identification

Surname: First Name:

Full Middle Name(s): Check here if no middle name(s):

Name(s) by which you are commonly known:

(b) Personal Information – No Abbreviations

Gender:

Male:

Female

Date of Birth: (dd/mm/yyyy)

Place of birth (City, Province and Country):

Email address:

(c) Current Residential Address – No Abbreviations

Street Address: City: Province:

Country: Postal Code: Home Telephone Number:

(d) Citizenship – No Abbreviations

Citizenship:

If not a South African citizen, please indicate number of years continuous residence in South Africa:

(e) Professional Designation(s)

Please list all professional designations which you have and professional associations to which you belong (please include

membership numbers where applicable):


(f) Present or Proposed Position with the Applicant Issuer

Check below as applicable Provide the Date Elected/Appointed/Position Achieved Title

D M Y

£ Director

£ Officer

£ Other (provide details)

(g) Positions with Other IssuersProvide the names of any public reporting issuers and any issuer with continuous disclosure obligations in any jurisdiction of

which you are now, or during the last 10 years, have been a director, appointed agent, insider or control person, the positions

you held and the periods during which you held those positions. Use an attachment if necessary.

Name of Reporting Issuers Market Positions Held with Issuers From To

M Y M Y

2. Change of Name or Use of Different NameInstructionsHave you ever had, used, operated under, or carried on business under any name other than the names mentioned in Question

1a of this form, or have you ever been known under any other name? (Name changes resulting from marriage, divorce, court order

or any other process should be included here, giving appropriate dates.)

Yes: £

No: £

Previous Names From To

M Y M Y

Instructions Regarding Questions 3 to 7



Full details are required as attachments in respect of any question to which the answer is yes. These details must include the

circumstances, the relevant dates, the names of the parties involved, and the final determination if known. All questions must be

answered with YES or NO, unless otherwise specified.

3. Proceedings by Regulators(a) Have you personally ever been the subject of a cease trading order issued by any authority regulating trading in securities?

Yes: £ No: £

Details:

(b) Have you, or has any partnership or company of which you were at the time of such event a partner, officer, director, or beneficial

owner of more than 10% of the voting securities, ever been denied the benefit of any exemption provided by any act regulating

trading in securities?

Yes: £ No: £

Details:

(c) Have you personally ever been the subject of disciplinary action, not disclosed in 3(a), (b) or (c) above, undertaken by any

tribunal, organization or society responsible for the regulation of a profession?

Yes: £ No: £

Details:

4. Offences Under the LawNote: If expungement under the Criminal Procedure Act, 1977 has been formally requested and you have received formal written

notice that such expungement has been granted and it has not been revoked, you are not obliged to disclose any such expunged

offence. In such circumstances, the appropriate response would be: “Yes, expungement granted on (date).”

(a) Past Convictions Involving Securities or CommoditiesHave you ever been convicted under any law of any province, territory, state or country of any offence relating to trading in

securities, commodities or commodity futures contracts, or with the theft of securities, or with any related offence, or been a

party to any proceedings taken on account of fraud arising out of any trade in or advice respecting securities?

Yes: £ No: £

Details:


(b) Past Convictions Involving Other Contraventions or Criminal OffencesHave you ever been convicted under any law of any province, territory, state or country for contraventions or criminal offences

not noted in 4(a) above? (Do not include non-criminal traffic convictions.)

Yes: £ No: £

Details:

(c) Current Charges or IndictmentsAre you currently the subject of a charge or indictment, under any law of any province or country for contraventions, criminal

offences, or other conduct of the type described in 4(a) or 4(b) above?

Yes: £ No: £

Details:

(d) Partnership or Company Convictions or Current Charges or IndictmentsHas any partnership or company of which you were at the time of such event a partner, officer, director, or beneficial owner of

more than 10% of the voting securities, ever been convicted, or is any partnership or company in which you hold such a position

currently the subject of a charge or indictment, under any law of any province, territory, state or county for contraventions,

criminal offences, or other conduct of the type described in 4(a) or 4(b) above?

Yes: £ No: £

Details:

5. Civil Proceedings(a) Has a court in a civil proceeding ever held that you or any partnership or company of which you were at the time of such event

a partner, officer, director, or beneficial owner of more than 10% of the voting securities committed fraud or similar conduct?

Yes: £ No: £

Details:



(b) Are there any civil proceedings now pending in which fraud or similar conduct on the part of you or any partnership or company

of which you are or were at the time such proceedings commenced a partner, officer, director, or beneficial owner of more than

10% of the voting securities is alleged?

Yes: £ No: £

Details:

6. Sequestration(a) Have you ever been sequestrated, made a compromise or agreement with your creditors or been liquidated as a business

leaving debts outstanding, or a curator and/or judicial manager appointed by or at the request of your creditors ever assumed

control of your assets?

Yes: £ No: £

Jurisdiction of Filing:

Details:

If so, have you been discharged? (A copy of the discharge must be attached.)

Has any partnership or company of which you were at the time of such event a partner, director, officer, or beneficial owner of

more than 10% of the voting securities ever been liquidated or had control of its assets assumed by a curator or judicial manager

appointed by or at the request of its creditors?

Yes: £ No: £

Details:

7. Judgment or Garnishee orderIs any judgment or court order outstanding against you, in any civil court in any province, state or country for damages or other relief

in respect of a fraud or for any reason whatsoever?

Yes: £ No: £

Details:


Caution

Any intentionally false statement made under oath or affirmation is perjury, a criminal offence that could result in a prison sentence.

Steps will be taken to verify the answers you have given in this Form, including verification of information relating to any previous

criminal record.

Acknowledgement and Consent to Collection and Use of Personal Information

I HAVE READ AND UNDERSTOOD THE PERSONAL INFORMATION COLLECTION POLICY (“PRIVACY POLICY”) OF EQUITY

SECURITIES EXCHANGE. I HEREBY AUTHORISE AND CONSENT TO THE COLLECTION AND USE BY ANY OF EQUITY SECURITIES

EXCHANGE AND ITS SUBSIDIARIES, AFFILIATES, REGULATORS AND AGENTS OF ANY INFORMATION WHATSOEVER (WHICH

MAY INCLUDE PERSONAL, CREDIT, OR OTHER INFORMATION) FROM ANY SOURCE, INCLUDING WITHOUT LIMITATION AN

INVESTIGATIVE AGENCY OR RETAIL CREDIT AGENCY AS PERMITTED BY LAW IN ANY JURISDICTION IN THE REPUBLIC OF SOUTH

AFRICA OR ELSEWHERE. I ACKNOWLEDGE AND AGREE THAT SUCH INFORMATION MAY BE SHARED WITH AND RETAINED BY

EQUITY SECURITIES EXCHANGE AND ITS SUBSIDIARIES, AFFILIATES, REGULATORS AND AGENTS INDEFINITELY.

Date

Signature

ALL ATTACHMENTS MUST BE INITIALED BY THE PERSON COMPLETING THE FORM AND BY THE COMMISSIONER FOR OATHS.

ALL SIGNATURES MUST BE ORIGINALS. LIST ANY ATTACHMENTS:

8. Statutory Declaration

I, (Name of Person Completing this Form)

Do Solemnly Declare That

(a) I have read and understand the questions, caution and acknowledgement in this Form;

(b) The answers I have given to the questions in this Form and in any attachments to the Form are true and correct except where

stated to be to the best of my knowledge in which case I believe the answers to be true; and

(c) I make this solemn declaration conscientiously believing it to be true and knowing that it is of the same force and effect as if

made under oath and by virtue of the Law of Evidence Amendment Act, 1988.

SWORN/DECLARED before me at the

City of in the Province of

this day of 20————

A Commissioner of Oaths/Notary

My Appointment Expires:

NOTARY’S SEAL: Where this form is sworn outside the Republic of South Africa, it must be executed in the presence of a duly

authorised Notary Public in and for the jurisdiction in which it is sworn.


Release and Discharge Relating to Consent to Disclosure of Criminal Record Information

PERSONAL INFORMATION COLLECTION POLICY

ZAR X Equity Securities Exchange and its subsidiaries, affiliates, regulators and agents (collectively, “ZAR X”) collect and use the

information (which may include personal, credit, confidential, criminal or other information) which you have provided in this personal

information form (“PIF”) for the following purposes:

• To conduct a background check of the individual or company completing the PIF;

• To verify the information provided in the PIF;

• To determine whether an individual is suitable to be associated with a listed ZAR X Issuer;

• To determine whether an issuer is suitable for listing;

• To determine whether allowing an issuer to be listed or allowing an individual to be associated with a listed ZAR X Issuer could give

rise to investor protection concerns or could bring the ZAR X marketplace into disrepute;

• To conduct enforcement proceedings;

• To ensure compliance with ZAR X Requirements and applicable securities legislation; and

• To fulfill ZAR X’s obligation to regulate its marketplace.

ZAR X also collects information, including personal information, from other sources, including but not limited to securities regulatory

authorities, law enforcement and self-regulatory authorities, regulation service providers and their subsidiaries, affiliates, regulators

and agents. ZAR X may disclose personal information to these entities or otherwise as provided by law and they may use it for their

own investigations.

ZAR X may use third parties to process information or provide other administrative services. Any third party will be obliged to adhere to

the security and confidentiality provisions set out in this policy.

All personal information provided to or collected by or on behalf of ZAR X and that is retained by ZAR X is kept in a secure environment.

Only those employees who need to know the information for the purposes listed above are permitted access to the information or any

summary thereof. Employees are instructed to keep the information confidential at all times.

Information about you that is retained by ZAR X and that you have identified as inaccurate or obsolete will be corrected or removed.

If you wish to consult your file or have any questions about this policy or our practices, please write to the

Chief Risk Officer,ZAR X

2nd Floor Lacey Oak House,

Ballyoaks Office Park

35 Ballyclare Drive,

Bryanston

2021

Acceptable Forms of Photo Identification

All forms must be accompanied by a clear photocopy of two pieces of identification issued by a government authority (such as a driver’s

license or passport). However,

• One piece of identification must contain a recognisable photograph of you taken within the last five years.

• The pieces of identification must confirm your full given name, surname, date of birth, gender and current mailing address.

• Expired documents are not acceptable.

– South African Identity Document

– Valid Passport

– Valid Driver’s Licence



For purposes of the listing of the securities referred to in the Issuer’s Listing Circular or for the subsequent listing of all other securities,

the undersigned (hereinafter called the “Issuer”) hereby agrees with ZAR X Stock Exchange (Pty) Ltd (hereinafter called “ZAR X”) that:

1. The Issuer shall, and shall cause its Related Persons, employees, agents, and consultants to comply, be bound by and observe all

existing regulations, rules and policies of the ZAR X and all amendments and additions which may hereafter be made thereto and

all applicable legal requirements including, but not limited to, those of its incorporating statutes, all laws, rules, regulations, policies,

notices and interpretation notes and directives of all securities regulatory authorities having jurisdiction over the Issuer and with all

other laws, rules and regulations applicable to its business or undertaking.

2. Without limiting the generality of paragraph 1 hereof the Issuer shall:

(a) Furnish to ZAR X or the ZAR X Regulator, at any time upon demand, all such material information or documentation concerning

the Issuer as ZAR X may require;

(b) Not issue any securities without making the requisite postings required by the ZAR X Listings Requirements;

(c) Maintain transfer and registration facilities where all listed securities shall be directly transferable and registerable, and no fee

shall be charged for the transfer and registration of such securities (other than Securities Transfer Tax hereinafter called “STT”);

(d) Have on hand a sufficient supply of certificates to meet demand for the transfer of share certificates, such certificates to be in

accordance with ZAR X specifications, unless the class of securities is entirely uncertificated;

(e) Make prompt public disclosure of any material information, where favourable or unfavourable, in accordance with ZAR X’s

Listing Requirements; and

(f) Pay, all applicable fees established by ZAR X when due.

3. The Issuer acknowledges that ZAR X shall have the right, at any time, to halt or suspend listing in any securities of the Issuer with

or without notice and with or without any reason for such action, or to disqualify such securities for quotation in accordance with

ZAR X’s Listing Requirements;

4. ZAR X may, at the Issuer’s cost, obtain independent or professional advice with respect to any matter relating to the Issuer

provided that ZAR X has first afforded the Issuer the opportunity to satisfy the particular filing requirements of ZAR X with respect

to such matter. The Issuer hereby agrees to fully reimburse and indemnify ZAR X for all such expenses, costs and fees incurred

by ZAR X.

5. The Issuer submits to the jurisdiction of ZAR X and the Regulator, including without limitation, ZAR X’s and the Regulator’s

regulation, investigation and enforcement jurisdiction.

6. The Issuer acknowledges that ZAR X may collect such personal information about the Related Persons of the Issuer as it may

require and, notwithstanding the qualification for listing of its securities, the Issuer agrees that either (i) it will remove, or cause

the resignation of or termination of the contract of, any Related Person which ZAR X determines is not suitable; or (ii) ZAR X may

immediately disqualify for quotation the Issuer’s securities.

7. This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa applicable

therein, without regard to conflicts of law rules.

8. All terms defined in the ZAR X Listing Requirements are incorporated by reference into this Agreement.

Signed at day of 20————

Issuer:

Signed:

(Signature)

Name:

(Print Name)

Chief Executive Officer

Schedule 9: Listing Agreement


Schedule 10: Interim Listing Statement

Name of ZAR X Issuer: (the “Issuer”).

Trading Symbol:

This interim Listing Statement must be posted on or before the day on which the Issuer’s unaudited interim financial statements are

to be filed under the Companies Act, 2008 or, if no interim statements are required to be filed half yearly, within 60 days of the end

of the Issuer’s interim and year end results. This statement is not intended to replace the Issuer’s obligation to separately report

material information forthwith upon the information becoming known to management or to post the forms required by the ZAR X

Policies. If material information became known and was reported during the preceding reporting period to which this statement relates,

management is encouraged to also make reference in this statement to the material information, the news release date and the posting

date on the issuer website.

General Instructions

(a) Prepare interim Listing Statement using the format set out below. The sequence of questions must not be altered nor should

questions be omitted or left unanswered. The answers to the following items must be in narrative form. When the answer to any

item is negative or not applicable to the Issuer, state it in a sentence. The title to each item must precede the answer.

(b) The term “Issuer” includes the ZAR X Issuer and any of its subsidiaries.

(c) Terms used and not defined in this form are defined or interpreted in section 1 – Interpretation.

There are three schedules which must be attached to this report as follows:

SCHEDULE A: FINANCIAL STATEMENTS

Financial statements are required as follows:

For the interim and full year financial statements prepared in accordance with the requirements under the Companies Act must

be attached.

If the Issuer is exempt from filing certain interim financial statements, give the date of the exempting order.

SCHEDULE B: SUPPLEMENTARY INFORMATION

The supplementary information set out below must be provided when not included in Schedule A.

1. Related party transactions

Provide disclosure of all transactions involving a Related Person, including those previously disclosed on Schedule 15. Include in

the disclosure the following information about the transactions with Related Persons:

(a) A description of the relationship between the transacting parties. Be as precise as possible in this description of the

relationship. Terms such as affiliate, associate or related company without further clarifying details are not sufficient.

(b) A description of the transaction(s), including those for which no amount has been recorded.

(c) The recorded amount of the transactions classified by financial statement category.

(d) The amounts due to or from Related Persons and the terms and conditions relating thereto.

(e) Contractual obligations with Related Persons, separate from other contractual obligations.

(f) Contingencies involving Related Persons, separate from other contingencies.


2. Summary of securities issued and options granted during the period.

Provide the following information for the period beginning on the date of the last

Listing Circular (Schedule 6):

(a) summary of securities issued during the period:

Date of Issue Type of

Security

(common

shares,

convertible

debentures,

Type of Issue

(private

placement,

public

offering,

exercise of

options, etc.)

Number Price Total

Proceeds

Type of

Consi-

deration

(cash,

property,

etc.)

Describe

relationship

of Person

with Issuer

(indicate

if Related

Person)

Commission

Paid

(a) Summary of options granted during the period,

Date Number Name of

Optionee if

Related Person

and relationship

Generic

description of

other Optionees

Exercise Price Expiry Date Market Price on

date of Grant

3. Summary of securities as at the end of the reporting period

Provide the following information in tabular format as at the end of the reporting period:

(a) description of authorized share capital including number of shares for each class, dividend rates on preferred shares and

whether or not cumulative, redemption and conversion provisions,

(b) number and recorded value for shares issued and outstanding,

(c) description of options and convertible securities outstanding, including number or amount, exercise or conversion price and

expiry date, and any recorded value, and

(d) number of shares in each class of shares subject to escrow or pooling agreements or any other restriction on transfer.

4. List the names of the directors and officers, with an indication of the position(s) held, as at the date this report is signed and filed.


SCHEDULE C: Directors’ Report

Provide an Interim Directors’ Report.

Certificate of Compliance

The undersigned hereby certifies that:

1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorised by a resolution of the board of

directors of the Issuer to sign this interim Listing Statement.

2. As of the date hereof there is no material information concerning the Issuer which has not been publicly disclosed.

3. The undersigned hereby certifies to ZAR X that the Issuer is in compliance with the requirements of applicable securities legislation

(as such term is defined in Financial Markets Act, 2012 and the Companies Act, 2008) and all ZAR X Requirements (as defined in

ZAR X section 1).

4. All of the information in this Schedule 10 Interim Listing Statement is true and correct.

Dated

Name of Director or Senior Officer

Signature

Official Capacity

Issuer Details For period ended Date of Report

Name of Issuer (dd/mm/yyyy)

Issuer Address

City/Province/Postal Code Issuer Fax No. Issuer Telephone No.

Contact Name Contact Position Contact Telephone No.

Contact Email Address Website Address

Schedule 10: Interim Listing Statement (continued)


TO: ZAR X (PTY) LTD (“ZAR X”)

(the “Issuer”) hereby certifies to ZAR X

(Name of ZAR X Issuer)

that the Issuer is in compliance with the requirements of all applicable securities and corporate legislation (including the Financial Markets

Act, 2012, the Companies Act, 2008 the “King Code of Governance Principles for South Africa” published by the King Committee on

Governance in 2009), and all ZAR X Listing Requirements.

Date:

Signed:

(Signature)

Name:

(Print Name)

Chief Executive Officer

Schedule 11: Certificate of Compliance


Schedule 12: Escrow Agreement

We, the undersigned (hereinafter referred to as “the parties”):

• Item 1 of the schedule (“issuer”);

• Item 2 of the schedule (“holder”);

• Item 3 of the schedule (“controller”),

agree and undertake as follows:

Introduction

A. The issuer intends to issue restricted securities to the holder. The holder will hold the restricted securities in escrow as set out in this

agreement. It is a condition of the issue of the restricted securities that we will comply with this agreement.

B. The parties have provided ZAR X with all the information necessary to properly form an opinion about who is a controller of the

holder and who is required to execute this agreement.

C. The parties enter into this agreement for the purpose of complying with section 3 of the Listing Requirements.

Agreement

Escrow restrictions

1. During the escrow period, the holder will not do any of the following:

(a) Dispose of, or agree or offer to dispose of, the restricted securities.

(b) Create, or agree or offer to create, any security interest in the restricted securities.

(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the

restricted securities.

(d) Participate in a return of capital made by the entity.

2. During the escrow period, a controller will not do any of the following:

(a) Dispose of, or agree or offer to dispose of, the controller interests.

(b) Create, or agree or offer to create, any security interest in the controller interests.

(c) Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the

controller interests.

3. All the parties undertake to comply with section 3 of the listing rules. If any of us is not a listed entity, we will comply as if we were

a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.

4. (a) If the restricted securities are kept on the certificated sub-register, the holder will deposit the certificates for the restricted

securities with a bank or recognised trustee for the escrow period.

(b) If the restricted securities are kept on the issuer sponsored subregister, the holder hereby agrees in writing to the application

of a holding lock to the restricted securities.

Warranties

5. If only the holder and the entity are parties to this agreement, one of the following applies:

(a) The holder is an individual.

(b) The holder has no controller.

(c) The holder has the controllers set out in item 3 with the interests identified in item 6.

The holder gives this warranty.

6. If the holder, the entity and any controller are parties to this agreement, the holder has the controllers set out in item 3 with the

controller interests identified in item 6. The holder and each controller give this warranty.


7. If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered

to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the

escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during

the escrow period. The holder gives this warranty.

8. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to

be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow

period begins, the controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the

escrow period. Each controller gives this warranty.

9. A breach of any of these warranties is a breach of this agreement.

Consequences of breaching this agreement

10. If it appears to the entity that the holder or a controller may breach this agreement, the entity must take the steps necessary to

prevent the breach, or to enforce the agreement.

11. If the holder or a controller breach this agreement, each of the following applies.

(a) The entity must take the steps necessary to enforce the agreement, or to rectify the breach.

(b) The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or conversion of any of the

restricted securities. This is in addition to other rights and remedies of the entity.

(c) The holder of the restricted securities ceases to be entitled to any dividends, distributions or voting rights while the

breach continues.

Amendment

12. This agreement will not be changed or waived without ASX’s written consent.

Jurisdiction

13. The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of

that State.

Definitions and interpretation

In this agreement:

ZAR X means ZAR X (Pty) Limited.

controller interests means the securities, substantial economic interest or other interests in the restricted securities and each

intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.

escrow period means the period set out in item 4 of the schedule.

restricted securities means the securities set out in item 5 of the schedule and any securities attaching to or arising out of those

securities that are restricted securities because of the definition of restricted securities in the listing rules.

The singular includes the plural and vice versa.

A reference to a party includes its successors, personal representatives and transferees.

Words and expressions defined in the listing rules of ZAR X, and not in this agreement, have the meanings given to them in the

listing rules.

Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination

of them as a group.


Schedule 12: Escrow Agreement (continued)

Schedule

1. Entity’s name and address:

2. Holder’s name and address:

3. Each controller’s name and address:

4. Escrow period (the date from which the initial restricted securities are escrowed):

5. Particulars of restricted securities:

6. Particulars of controller interests:

7. Particulars of security interests over restricted securities:

8. Particulars of security interests over controller interests:

Signed at day of 20————

Issuer:

Holder:

Controller:


Schedule 13: Notice of Proposed Prospectus Offering

Please complete the following:


Trading Symbol:

Date:

Is this an updating or amending Notice: £ Yes £ No

If yes provide date(s) of prior Notices:

Issued and Authorised Securities of Issuer Prior to Proposed Prospectus Offering:

Date of News Release Announcing Proposed Prospectus Offering:

(or provide explanation if news release not disseminated yet and expected date or circumstances that are expected to trigger news

release dissemination)

Prospectus Offering

1. Description of securities to be issued:

(a) Class

(b) Number

(c) Price per security

(d) Voting rights

2. Provide details of the net proceeds to the Issuer as follows:

(a) Per security:

(b) Aggregate proceeds:

3. Provide description of any options including:

(a) Number

(b) Number of securities eligible to be purchased on exercise of options

(c) Exercise price

(d) Expiry date

(e) Other significant terms

4. Provide the following information if debt securities are to be issued:

(a) Aggregate principal amount

(b) Maturity date

(c) Interest rate

(d) Conversion terms

(e) Default provisions

5. Details of currently issued and outstanding shares of each class of shares of the Issuer:

6. Describe any unusual particulars of the offering (i.e. tax “flow through” shares, special options, etc.)


Schedule 13: Notice of Proposed Prospectus Offering (continued)

7. Provide details of the use of the proceeds:

8. Provide particulars of any proceeds of the offering which are to be paid to Related Persons of the Issuer:

9. Provide details of the amounts and sources of any other funds that will be available to the Issuer prior to or concurrently with the

completion of the offering:

10. Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid

in connection with the offering (including options, etc.):

(a) Details of any dealer, agent, broker, finder or other person receiving compensation in connection with the offering (name,

address, beneficial ownership where applicable)

(b) Cash

(c) Securities

(d) Other

(e) Expiry date of any options, etc.

(f) Exercise price of any options, etc.

11. State whether the sales agent, broker, dealer, finder, or other person receiving compensation in connection with the offering is a

Related Person of the Issuer with details of the relationship:

12. Provide details of the manner in which the securities being offered are to be distributed. Include details of agency agreements and

sub-agency agreements outstanding or proposed to be made including any assignments or proposed assignments of any such

agreements and any rights of first refusal on future offerings:

13. Attach any term sheet, engagement letter or other document setting out terms, conditions or features of the proposed offering.




1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of

directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer.



(as such term is defined in the Financial Markets Act, 2012 and the Companies Act, 2008) and all ZAR X Requirements (as defined

in ZAR X section 1).

4. All of the information in this Schedule 13 Notice of Proposed Prospectus Offering is true.

Dated:

Name:

(Director or Senior Officer)

Signed:

(Signature)

(Official Capacity)


Schedule 14: Notice of Proposed Issue of Listed Securities

(or securities convertible or exchangeable into listed securities1)



Trading Symbol:

Date:

Is this an updating or amending Notice: £ Yes £ No

If yes provide date(s) of prior Notices:

Issued and Authorised Securities of Issuer Prior to Issuance:

Date of News Release Announcing Private Placement:

Closing Market Price on Day Preceding the Issuance of the News Release:

1. Private Placement (if shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition), proceed to Part 2 of this form)

Full Name and Residential Address of

Placee

Number of Securities Purchased

or to be Purchased

Purchase price per

Security (ZAR)

Conversion Price

(if Applicable)

Prospectus Exemption

No. of Securities, directly or indirectly, Owned,

Controlled or Directed

Payment Date Describe relationship to

Issuer

1. Indicate date each placee advanced or is expected to advance payment for securities. Provide details of expected payment date, conditions to release of funds

etc. Indicate if the placement funds been placed in trust pending receipt of all necessary approvals.

2. Indicate if Related Person.

1 An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in section 7, in which case it is to be reported

on Schedule 15.

1. Total amount of funds to be raised:

2. Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the

significance of the transaction without reference to any other material.

3. Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer:

4. If securities are issued in forgiveness of indebtedness, provide details and attach the debt agreement(s) or other documentation

evidencing the debt and the agreement to exchange the debt for securities.


5. Description of securities to be issued:

(a) Class

(b) Number

(c) Price per security

(d) Voting rights

6. Provide the following information if options or other convertible securities are to be issued:

(a) Number

(b) Number of securities eligible to be purchased on exercise of options

(c) Exercise price

(d) Expiry date

7. Provide the following information if debt securities are to be issued:

(a) Aggregate principal amount

(b) Maturity date

(c) Interest rate

(d) Conversion terms

(e) Default provisions


in connection with the placement (including options, etc.):

(a) Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, address.

If a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the

Issuer):

(b) Cash

(c) Securities

(d) Other

(e) Expiry date of any options etc.

(f) Exercise price of any options etc.

9. State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related

Person or has any other relationship with the Issuer and provide details of the relationship

10. Describe any unusual particulars of the transaction (i.e. tax “flow through” shares, etc.)

11. State whether the private placement will result in a change of control

12. Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names

of the new controlling shareholders

13. Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities

issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable

hold period.


Schedule 14: Notice of Proposed Issue of Listed Securities (continued)

2. Acquisition

1. Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should

be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material:

2. Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship

to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition

without reference to any other material:

3. Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or

other consideration) and any required work commitments:

(a) Total aggregate consideration in South African Rands:

(b) Cash:

(c) Securities (including options, etc.) and Rand value:

(d) Other:

(e) Expiry date of options, etc. if any:

(f) Exercise price of options, etc. if any:

(g) Work commitments:

4. State how the purchase or sale price was determined (e.g. arm’s-length negotiation, independent committee of the Board, third

party valuation, etc)

5. Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer:

6. The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of securities to be issued are

described as follows:

Name of Party (If not

an individual, name all

insiders of the Party)

Number and Type of Securities to

be issued

Rand value per Security (ZAR)

Conversion Price

(if Applicable)

Prospectus Exemption

No. of Securities, directly or indirectly, Owned,

Controlled or Directed by

Party

Describe relationship to Issuer (1)

(1) Indicate if Related Person

7. Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired:



in connection with the acquisition (including, options, etc.):

(a) Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, address.

If a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to

the Issuer):

(b) Cash

(c) Securities

(d) Other

(e) Expiry date of any options, etc.

(f) Exercise price of any options, etc.

9. State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related

Person or has any other relationship with the Issuer and provide details of the relationship

10. If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any

other asset acquired in the last 12 months




directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer.

2. As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed.




4. All of the information in this Schedule 14 Notice of Private Placement is true and correct.

Dated:

Name:


Signed:

(Signature)

(Official Capacity)


Schedule 15: Notice of Proposed Significant Transaction 1 (not involving an issue or potential issue of a listed security)Please complete the following:


Trading Symbol:

Date:

Issued and Authorised Securities of the Issuer Prior to Transaction:

Date of News Release Fully Disclosing the Transaction:

1. Transaction

1. Provide details of the transaction including the date, description and location of assets, if applicable, parties to and type of

agreement (eg: sale, option, license, contract for Investor Relations Activities etc.) and relationship to the Issuer. The disclosure

should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any

other material:

2. Provide the following information in relation to the total consideration for the transaction (including details of all cash, non-convertible

debt securities or other consideration) and any required work commitments:

(a) Total aggregate consideration in South African rands:

(b) Cash:

(c) Other:

(d) Work commitments:

3. State how the purchase or sale price and the terms of any agreement were determined (e.g. arm’s-length negotiation, independent

committee of the Board, third party valuation, etc)

4. Provide details of any appraisal or valuation of the subject of the transaction known to management of the Issuer:

5. If the transaction is an acquisition, details of the steps taken by the Issuer to ensure that the vendor has good title to the assets

being acquired:


in connection with the transaction (including options, etc.):

(a) Details of any dealer, agent, broker or other person receiving compensation in connection with the transaction (name, address.

If a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to

the Issuer):

(b) Cash

(c) Other


7. State whether the vendor, sales agent, broker or other person receiving compensation in connection with the transaction is a

Related Person or has any other relationship with the Issuer and provide details of the relationship.

8. If applicable, indicate whether the transaction is the acquisition of an interest in property contiguous to or otherwise related to any

other asset acquired in the last 12 months.

2. Development

Provide details of the development. The disclosure should be sufficiently complete to enable a reader to appreciate the significance

of the transaction without reference to any other material:




directors of the Issuer to sign this Certificate of Compliance.

6. To the knowledge of the Issuer, at the time an agreement in principle was reached, no party to the transaction had knowledge of

any undisclosed material information relating to the Issuer, other than in relation to the transaction.





9. All of the information in this Schedule 15 Notice of Proposed Significant Transaction is true and correct.

Dated:

Name:


Signed:

(Signature)

(Official Capacity)


Schedule 16: Notice of Proposed Share Option Grant or Amendment



Trading Symbol:

Date:

1. New Options Granted:

Date of issue:

Name of Optionee

Position (Director/Officer/

Employee/Consultant/

Management Company

Insider Yes or No?

No. of Optioned Shares

Exercise Price Expiry Date No. of Option Granted

in Past 12 Months

Total Number of optioned shares proposed for acceptance:

2. Other Presently Outstanding Options:

Name of Optionee No. of Optioned Shares (1)

Exercise Price Original Date of Grant

Expiry Date

(1) Set out number of optioned shares for each grant with different terms.

3. Additional Information

(a) If shareholder approval was required for the grant of options (including prior approval of a share option plan), state the date that

the shareholder meeting approving the grant was or will be held.

(b) State the date of the news release announcing the grant of options.

(c) State the total issued and outstanding share capital at the date of grant or amendment.

(d) State, as a percentage of the issued and outstanding shares of the Issuer indicated in (c) above, the aggregate number of

shares that are subject to incentive share options, including new options, amended options and other presently outstanding

options.

(e) If the new options are being granted pursuant to a share option plan, state the number of remaining shares reserved for

issuance under the plan. If the Issuer has completed a public distribution of its securities within 90 days of the date of grant,

state the per share price paid by the public investors.

(f) Describe the particulars of any proposed material changes in the affairs of the Issuer.










13. All of the information in this Schedule 16 Notice of Proposed Share Option Grant or Amendment is true and correct.

Dated:

Name:


Signed:

(Signature)

(Official Capacity)


Schedule 17: Notice of Proposed share Split/Consolidation or Reclassification



Trading Symbol:

Date:

This form is to be used to report a proposed reclassification, which is any change to the terms of a listed security other than a share

split or dividend.

1. Provide full details of the reclassification

2. Number of securities outstanding and reserved for issuance following the reclassification

3. Describe the anticipated impact of the reclassification on the liquidity of the market for the listed security and on voting and equity

rights of public shareholders

4. Date of shareholders’ meeting to approve the reclassification

5. Record date for the reclassification

6. Certificate of Compliance






(as defined) and all ZAR X Listings Requirements (as defined in ZAR X section 1).

All of the information in this Schedule 17 Notice of Proposed share Consolidation or Reclassification is true and correct.

Dated:

Name:


Signed:

(Signature)

(Official Capacity)