Directors' Dealings

Directors Dealings apply to ListCo directors, ListCo company secretary and ListCo prescribed officers (which includes employees with perpetual significant executive power and employees with periodic material executive power) and to directors and the company secretary of ListCo's major subsidiary companies ("SubCos") ("Affected Directors"). Major SubCos are SubCos that account for 25% or more of ListCo's consolidated revenue or consolidated gross assets.

Directors' Dealings are widely defined and include all (actual) beneficial purchases, sales or subscriptions of ListCo's securities, (excluding following partial/full rights in a renounceable rights offer (excess applications permitted), capitalisation issue, scrip dividend and/or dividend reinvestment – which require detailed disclosure in the circular/SENS/press), any agreement to beneficially purchase, sell or subscribe for ListCo's securities in future, any (actual) beneficial purchases, sales or subscriptions of any derivative over ListCo's securities (including in terms of ListCo's share incentive scheme), any agreement to beneficially purchase, sell or subscribe for any derivative over ListCo's securities in future (including in terms of ListCo's share incentive scheme) and any pledge or similar security arrangement (which requires further disclosure at various stages of such arrangement) of ListCo's securities or derivative instruments that are held beneficially.

Beneficial holdings are holdings over securities that either provide the holder with any (or all) rights over the security concerned (being any dividend right, voting right, conversion right, redemption right or final winding-up return of capital right) or the power to dispose of the security or its dividends (scopes in asset managers and nominee companies).

Affected Directors are only allowed to effect Directors' Dealings in "open periods". Directors' Dealings are prohibited during prohibited periods, i.e. non-open periods. Application may be made to the JSE by an Affected Director for permission to deal in a prohibited period if there is no discretion involved in the dealing, i.e. the director concerned has no alternative but to deal, must deal in terms of law or if a loss will be incurred in terms of an in the money option expiring, or similar circumstances.

Affected Directors are (therefore) required to obtain approval to deal from ListCo's Chairman or Dealing Approval Committee (if ListCo has constituted such a committee). There is no prescribed JSE LR time limitation in which dealing must occur after receiving approval, but market practice dictates a reasonable period which varies from immediately to a couple of days.

After dealing, an Affected Director must notify ListCo within three business days and ListCo must announce the dealing details (quite detailed – refer to JSE LR 3.63(b)) on SENS within 24 business hours.

Each Affected Director must instruct his/her asset manager in writing that such asset manager may not effect ListCo Share Dealings on behalf of the Affected Director unless the Affected Director concerned has instructed such asset manager in writing to effect ListCo Share Dealings. The Affected Director concerned must interrupt any discretionary mandate given by the Affected Director to the asset manager with respect to ListCo Share Dealings, i.e. a discretionary mandate cannot override this rule.

Each Affected Director must formally notify his/her Associates of the fact that the Affected Director is a director of ListCo ("Associate Notification"). If any Directors' Dealing is effected by an Associate but no notification of such Directors' Dealing is made to the Affected Director concerned – and the Affected Director had effected the Associate Notification – there is no breach of the Directors' Dealings requirements by the Affected Director concerned. If, however, there was no Associate Notification effected and an Associate deals and does not inform the Affected Director, who then in turn does not inform ListCo, which in turn does not announce on SENS – this constitutes a breach of the Directors Dealings requirements by the Affected Director.

If any Directors' Dealing is effected by an Affected Director in breach of the Directors' Dealings requirements, notification of such Directors' Dealing is required on SENS, and the JSE must be notified of the breach via ListCo's sponsor at the same time.

Associates

Associates of Affected Directors include:

• Spouse(s) and minor children of such Affected Director ("Immediate Family");
• Any trust (including trustees) that has declared or discretionary beneficiaries that include an Affected Director and/or Immediate Family;
• Any trust (including trustees) that is "controlled" (control in this instance is defined as being able to change 35% or more of the voting power of the trustees, the number of trustees and/or beneficiaries) by an Affected Director and/or Immediate Family;
• Any company that is controlled by an Affected Director and/or Immediate Family and/or by any trust or trustees detailed above ("controlled company");
• Any controlled company's holding company, SubCos, fellow SubCos or other company whose directors take instruction from the controlled company;
• Any other company that is itself controlled by the controlled company (measured at 35% plus share voting power control or board voting power control).

If company C is an associate of company B, and company B is an associate of company A, and company A is an associate of an individual, then Companies A, B and C are all associates of the individual.

Interesting examples of beneficial holdings include the following:

Associates of Affected Directors ("Associates") are not subject to the same dealing prohibition as Affected Directors and may (therefore) effect Directors' Dealings at any time without seeking approval from ListCo. Associates must therefore NEVER ask for clearance to deal from ListCo. However, if an Affected Director and an Associate are both beneficial holders of the (same) ListCo securities, then the Associate cannot deal without approval – not because the Associate requires approval but because the involved Affected Director requires approval.

Within 24 business hours of effecting Directors' Dealing, an Associate must notify the Affected Director concerned of all pertinent dealing details (refer to Section 3.63(b)); and the Affected Director concerned will then, within a further 72 business hours, in turn, notify the ListCo of such information, who will then ensure publication on SENS within the next 24 business hours.

9.1.3

Board and Company Secretary Disclosures

Disclosure on SENS is required of any change in important functions, change in executive responsibilities, appointments, resignations, removals, retirements, and deaths of directors or the company secretary.

A New director appointment requires completion and submission by the director concerned of a "fit and proper" Schedule 13 to ListCo's Sponsor and to the JSE. Any previous problematic events such as criminal offences, dishonesty offences, insolvent circumstances and similar offences or events ("Problematic Events" detailed in paragraphs 13 and 15 to 23) may give rise to the JSE preventing the appointment of such director.

Thereafter, any change to the status of the "fit and proper" Schedule 13 involving any Problematic Event(s) must be notified by the director by way of an updated Schedule 13 to ListCo within three business days of becoming aware of such change. ListCo must then announce such change on SENS within one business day and submit the updated Schedule 13 to the JSE, via the Sponsor, within seven business days.

A change of company secretary requires notification of details of to the JSE within 14 days.