Frequently asked questions

• Black People: Black People (African, Coloured and Indian people) who are natural persons and citizens of South Africa by birth or descent; or who are citizens through naturalisation before 27 April 1994 or after that date, but who would have qualified for naturalisation before that date. Minors (i.e. a Black Person below 18 years of age) must be assisted by their parent or legal guardian.
• Black Groups: Black Companies and Black Entities, as defined. In summary terms, these are companies or entities incorporated or formed in South Africa and in which Black People own at least 51% of the equity, exercise at least 51% of the voting rights and participate in at least 51% of the economic interests therein, on a flow-through basis.

• A Cash Applicant is an Applicant who would like to apply for MTN Zakhele Futhi Shares in cash.
• A Re-investment Applicant is an MTN Zakhele Shareholder who wishes to receive MTN Zakhele Futhi Shares in respect of all or part of their scheme consideration under the MTN Zakhele Unwinding Scheme and who thus participates in the MTN Zakhele Re-investment Offer.
• Under the MTN Zakhele Unwinding Scheme (if such scheme is approved and implemented), MTN Zakhele Shareholders have three options to receive their consideration for the buy-back and cancellation of their MTN Zakhele Shares;
  1. Re-investment into MTN Zakhele Futhi by acquiring MTN Zakhele Futhi Shares; and/or
  2. Cash; and/or
  3. MTN Shares.

• Yes. MTN Zakhele Shareholders can also apply for MTN Zakhele Shares in cash and are not limited to (or required) to apply for MTN Zakhele Futhi Shares only through the MTN Zakhele Re-investment Offer.
• You can thus participate in either or both of the MTN Zakhele Re-investment Offer (i.e. as a Re-investment Applicant) and/or the MTN Zakhele Futhi Public Offer (i.e. as a Cash Applicant).
• If you wish to be a Cash Applicant and to thus participate in the MTN Zakhele Futhi Public Offer, you should separately follow all of the instructions, and will be subject to all of the terms and conditions, applicable to Cash Applicants in respect of that application. If you decide to participate in both, you will be treated as a Re-investment Applicant in respect of the MTN Zakhele Futhi Shares you apply for as part of the MTN Zakhele Re-investment Offer, and a Cash Applicant in respect of the MTN Zakhele Futhi Shares that you apply for in cash, using the unique reference number SMSed to you on or after submission of your Application Form and supporting documents.
• The MTN Zakhele Futhi Offer is seeking in aggregate to raise the Target Equity Raise of R2,468.3 million and, if the offer is oversubscribed, the allocation between the Black Public and MTN Zakhele Re-investing Shareholders will be determined by MTN Zakhele Futhi as part of its allocations process. (See paragraph 9.2 of Section 2 of the Prospectus for further details.)

• The MTN Zakhele Futhi Offer opens on 12 September 2016 at 09:00 and will close on 21 October 2016 at 16:00.
• Any changes to these dates and times (if any) will be released on SENS by MTN and published in at least one English language South African newspaper. All times referred to in the Prospectus are South African times.

• You may submit some of the data required for purposes of populating an Application Form by contacting the Nedbank Contact Centre on 083 900 6863 (toll-free number for MTN subscribers only) or by clicking the "Data capture" tab above. All other required data must be provided at a Participating Nedbank Branch.
• Assistance in providing some of the data required for purposes of populating an Application Form can be provided to you by contacting the Nedbank Contact Centre on 083 900 6863 or by visiting any Participating Nedbank Branch.

• Please refer to the list of supporting documents contemplated in paragraph 6.2 of Section 2 of the Prospectus or in the FICA requirements tab above.
• MTN Zakhele Futhi is entitled to verify your details (for BEE, FICA and other purposes) and you are obligated to assist in such verification promptly when requested to do so.
• Original BEE, FICA and other supporting documents must be presented at a Participating Nedbank Branch unless a certified copy (not older than 3 months) of the original document is required (copies of original documents can be certified at any South African Police Station). (Please refer to the supporting documents contemplated in paragraph 6.2 of Section 2 of the Prospectus or in the FICA requirements tab above for more information).
• If you are an MTN subscriber, the information provided by you as part of the application process will not result in an update to any of your existing RICA information stored by MTN
• If you are a Nedbank customer, the information provided by you will not result in an update to your existing customer profile, unless otherwise requested.

• Black People (i.e. individuals) who are applying for MTN Zakhele Futhi Shares do not need to submit a Valid BEE Ownership Certificate.
• If you are a Black Group applying for MTN Zakhele Futhi Shares you will need to submit a Valid BEE Ownership Certificate obtained from a Valid BEE Verification Agency as set out in paragraph 6.2.2.4 of Section 2 of the Prospectus if:
  • you apply as a Cash Applicant for MTN Zakhele Futhi Shares to the total value of R1,000,000 or more (i.e. a total of 50 000 MTN Zakhele Futhi Shares or more); or
  • you elect as a Re-investment Applicant to receive MTN Zakhele Futhi Shares in respect of 15 000 MTN Zakhele Shares, or more, OR if you elect to re-invest in respect of 8 000 MTN Zakhele Shares, or more, and have also applied for additional MTN Zakhele Futhi Shares as a Cash Applicant in any amount.
• If you are a Black Group applying for fewer MTN Zakhele Futhi Shares than those set out above, a Valid BEE Ownership Certificate is not required to be submitted, but you can nevertheless choose to do so.
• If you are not required to deliver a Valid BEE Ownership Certificate and you choose not to do so, you will instead be required to deliver the supporting documents set out in paragraph 6.2.2.5 of Section 2 on page 58 of the Prospectus.

• Applications for MTN Zakhele Futhi Shares under the MTN Zakhele Futhi Offer are irrevocable and may not be withdrawn once received by or on behalf of MTN Zakhele Futhi and/or MTN Zakhele (as applicable), unless MTN Zakhele Futhi or MTN Zakhele (in respect of the MTN Zakhele Re-investment Offer) issues, registers and publishes a supplement to the Prospectus, in which event applications made prior to the date of issue or publication of the supplement may be withdrawn on written notice to MTN Zakhele Futhi (in the case of applications under the MTN Zakhele Futhi Public Offer) and MTN Zakhele (in the case of applications under the MTN Zakhele Re-investment Offer) within 20 business days after the date of publication; provided that, in respect of any supplement published by MTN Zakhele the right to withdraw applications applies only to applications made under the MTN Zakhele Re-investment Offer and not to Cash Applicants.

• If you make a mistake when providing your bank account or other details on the Application Form (created and submitted through the above channels), you will need to visit any Participating Nedbank Branch during the Offer Period to update the bank account or other details.
• If any of your contact details in the Application Form (created and submitted through the above channels) change, you will need to visit any Participating Nedbank Branch during the Offer Period to update your contact details and, if your address has changed, re-submit your proof of address supporting documents for FICA purposes.
• If any of your details changes after the close of the Offer Period please contact the Nedbank Contact Centre on 083 900 6863 (toll free number for MTN subscribers only).

• The obligation to give full and accurate information rests on each Applicant. The acceptance of an Application Form and supporting documentation by Nedbank, and the allotment and issue of MTN Zakhele Futhi Shares following acceptance of an application, does not imply that any such information has been verified or accepted as true and correct, and will not prevent MTN Zakhele Futhi, MTN Zakhele and/or MTN from taking action in connection therewith at any time, including after MTN Zakhele Futhi Shares have been issued or transferred to you.

• Payment may be made in one of the following manners:
  • Cash payment - All physical cash payments (maximum R24,999 per deposit) must be made by latest 16:00 on 21 October 2016. Cash payments can be made:
    • by using a Nedbank Intelligent Depositor using your unique reference number; or
    • at any Participating Nedbank Branch using your unique reference number.
  • EFT - EFT payments must be made by latest 16:00 on 18 October 2016 (three days prior to the close of the Offer Period) into the MTN Zakhele Futhi bank account number referred to below (which will also be indicated in the SMS sent to you by Nedbank when you sign and submit your Application Form and supporting documents at a Participating Nedbank Branch). It is critical that the unique reference number sent to you via SMS is used as the payment reference at the time of the cash payment/EFT transfer to avoid the transaction being rejected due to the funds being unallocated, and for the funds to be allocated to the correct recipient. The onus is on the Applicant to ensure that his/her/its payment reference is correct. None of MTN, MTN Zakhele, MTN Zakhele Futhi nor Nedbank will be held liable for payments made without reference numbers or with incorrect payment references.

    Please use the following EFT banking details:

    • Account holder: MTN Zakhele Futhi (RF) Limited
    • Nedbank account number: 1119098157
    • Account type: Current account
    • Branch code: 198765
    • Reference: The unique reference number sent by Nedbank via SMS when you submit your Application Form and supporting documents.
  • Whatever amount you (or other persons) deposit with your unique reference number into the above account prior to 16:00 on 21 October 2016, will constitute an offer by you to subscribe for MTN Zakhele Futhi Shares up to that amount
  • This amount will be used, if you are successful with your application, to subscribe for as many MTN Zakhele Futhi Shares as possible (in multiples of R100) up to the maximum number of MTN Zakhele Futhi Shares allocated to you, and any excess amount will be refunded to you as provided for in the Prospectus. Please note that refunds are subject to Cash Applicants having complied with FICA.

Please note: cheques, postal orders, credit cards and debit cards will NOT be accepted.

• You do not need to make any cash payment for the MTN Zakhele Futhi Shares you apply for as part of the MTN Zakhele Re-investment Offer. You can, however, also apply for additional MTN Zakhele Futhi Shares in cash, if you choose to do so (refer to question 3 above). If you require any assistance as a Re-investment Applicant, you can contact the Nedbank Contact Centre on 083 900 6863 (toll-free number for MTN subscribers only).
• The number of MTN Zakhele Shares in respect of which you have elected to participate in the MTN Zakhele Re-investment Offer will be set aside in your share account as provided for in the MTN Zakhele Unwinding Scheme. To make this election:
  • if you hold dematerialised MTN Zakhele Shares, you must instruct your CSDP or broker in accordance with your mandate with them as to your election but by no later than 12:00 on Friday, 21 October 2016. If you hold your dematerialised MTN Zakhele Shares through Pacific Nominees, you must make an election on the MTN Zakhele transaction platform, or through the MTN Zakhele call centre on 083 123 6869, by 12:00 on Wednesday, 19 October 2016; and
  • if you hold certificated MTN Zakhele Shares, you must complete and deliver the form of surrender, election and transfer (the PINK form attached to the MTN Zakhele Scheme Circular) to the transfer secretaries of MTN Zakhele, Link Market Services South Africa Proprietary Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein (PO Box 4844, Johannesburg, 2000), by no later than 12:00 on Friday, 21 October 2016.
• The number of your MTN Zakhele Shares in respect of which you elect to participate in the MTN Zakhele Re-investment Offer will constitute an election (offer) by you to MTN Zakhele to receive MTN Zakhele Futhi Shares in exchange for the MTN Zakhele Scheme Consideration due to you in respect of such MTN Zakhele Shares, at R20.00 per MTN Zakhele Futhi Share.
• The number of your MTN Zakhele Shares in respect of which you elect to participate in the MTN Zakhele Re-investment Offer will constitute an election (offer) by you to MTN Zakhele to receive MTN Zakhele Futhi Shares in exchange for the MTN Zakhele Scheme Consideration due to you in respect of such MTN Zakhele Shares, at R20.00 per MTN Zakhele Futhi Share.
• If you are a Black Group, you will be required to submit your MTN Zakhele Shareholder number when applying to re-invest your MTN Zakhele Shares. You can call the MTN Zakhele Contact Centre on 083 123 6869 for assistance in obtaining your MTN Zakhele Shareholder number.

• You (and/or other persons on your behalf) can pay the full amount when you submit your Application Form and receive your unique reference number, or make one or more payments at a later date, but before the close of the Offer Period at 16:00 on 21 October 2016.
• If you (and/or other persons on your behalf) are paying by EFT, payment must be made by latest 16:00 on 18 October 2016 (three days prior to the close of the Offer Period to allow enough time for the money to reflect in the MTN Zakhele Futhi Account).

• Each MTN Zakhele Futhi Share costs R20.
• If you are a Cash Applicant:
  • you must apply for at least 100 MTN Zakhele Futhi Shares;
  • simply, it will cost you R2,000 for every 100 MTN Zakhele Futhi Shares;
  • payments can only be made in multiples of R100.
If you are a Re-investment Applicant:
• • you must elect to re-invest in respect of at least 50 MTN Zakhele Shares;
  • for an explanation of how these are applied to acquire MTN Zakhele Futhi Shares, please see paragraph 3.2.1 of Section 2 of the Prospectus.

Once the MTN Zakhele Futhi Offer closes on 21 October 2016, the share allocation process will start, which can take up to 60 days to complete.

• After the Offer Period closes on 21 October 2016, MTN Zakhele Futhi will be able to determine:
  • Whether your application was accepted or rejected; and
  • If accepted, how many MTN Zakhele Futhi Shares (if any) you will receive.
• If there is an oversubscription (including by re-investment) and applications are received for more than 123,416,819 MTN Zakhele Futhi Shares, you may not get all or any of the shares you applied for, even if your application has been properly completed, payment (where required) has been made and all your supporting documents have been correctly submitted
• Refunds to Cash Applicants
  • If, due to an oversubscription, you do not receive all the MTN Zakhele Futhi Shares you applied for, MTN Zakhele Futhi will return the funds paid into the MTN Zakhele Futhi Account using your unique reference number to you (but not to any other person who made any payments on your behalf) in respect of those MTN Zakhele Futhi Shares which you applied for, but did not receive, with interest calculated from the Closing Date until the date of the refund (both days excluded);
  • If your application is rejected for any reason or if you were disqualified, MTN Zakhele Futhi will return the funds paid into the MTN Zakhele Futhi Account using your unique reference number to you (but not to any other person who made any payments on your behalf) without interest after the close of the Offer Period.
  • Refunds will be paid by EFT, into the South African bank account identified on the Application Form. Please note that refunds are subject to Cash Applicants having complied with FICA.
  • One or more third parties may make any number of payments directly into the MTN Zakhele Futhi Account on your behalf or otherwise, using your unique reference number as a payment reference. However, no refunds will be made to any such third parties. All refunds relating to your application will only be paid to you. You agree to indemnify MTN Zakhele Futhi, MTN and Nedbank in respect of any claims made against us by any person who made any payment into the MTN Zakhele Futhi bank account using your unique reference number.
• Refund payments to Re-investment Applicants
  • If, due to an oversubscription, you do not receive all the MTN Zakhele Futhi Shares you applied for, you will receive either cash or MTN Shares depending on your alternative election in respect of the MTN Zakhele Unwinding Scheme.

• You will receive status updates via SMS with respect to the status of your application.
• Please note that you will only receive communications via SMS with respect to the status of your application and you will not be able to reply to those SMSes. If you have any queries with respect to any SMS received by you, you will need to visit any Participating Nedbank Branch or call the Nedbank Contact Centre on 083 900 6863.
• Please ensure that you are able to be contacted on the cell phone number that you provided to Nedbank on your Application Form during the Offer Period and for 60 days thereafter. If your cell phone number changes during this time, you will need to visit any Participating Nedbank Branch or call the Nedbank Contact Centre to update your contact details.

• Within 60 days after the MTN Zakhele Futhi Offer Closing Date, you will receive confirmation indicating the number of MTN Zakhele Futhi Shares allocated to you, if any.
• You will not receive a share certificate for MTN Zakhele Futhi Shares allocated to you, as the MTN Zakhele Futhi Shares will be issued in Dematerialised form (i.e. without a physical document). You will though receive a document confirming the number of shares issued to you.
• During the Minimum Investment Period, your MTN Zakhele Futhi Shares will be held in an account on your behalf by the Custodian in accordance with the mandate agreement concluded with it under the Relationship Agreement. You will not be charged by the Custodian for this service during the Minimum Investment Period. After the Minimum Investment Period, upon the BEE Listing you will be able to have your MTN Zakhele Futhi Shares held directly in your name or by a Nominee Holder (eg. via your broker) on your behalf, or you can continue to have the Custodian hold the shares on your behalf, subject to its terms and conditions.

• There are no hidden commissions or incentives for which you will be liable.

• No. The opportunity to re-invest all or some of the value of your MTN Zakhele Shares into MTN Zakhele Futhi is subject to the MTN Zakhele Unwinding Scheme proceeding and to the 2016 MTN BEE Transaction proceeding.
• If the MTN Zakhele Unwinding Scheme is not approved by MTN Zakhele Shareholders or does not otherwise proceed, there will be no option to re-invest the value of your MTN Zakhele Shares into MTN Zakhele Futhi. If so, and you would like to apply for MTN Zakhele Futhi Shares, you should do so in cash as a Cash Applicant within the Offer Period.

• If you are a Black Group currently invested in MTN Zakhele and wish to re-invest your MTN Zakhele Shares, you will be required to submit your MTN Zakhele Shareholder number when applying to re-invest your MTN Zakhele Shares. You can call the MTN Zakhele Call Centre on 083 123 6869 for assistance in obtaining this MTN Zakhele Shareholder number.

The purpose of the MTN Zakhele Futhi Offer is to provide the Black Public with an opportunity to participate in the ownership of the MTN Group, either through the MTN Zakhele Futhi Public Offer or by continuing to participate therein through the MTN Zakhele Re-investment Offer. The MTN Zakhele Futhi Offer is a part of the 2016 MTN BEE Transaction, which is sized to be approximately 4.0% of MTN's issued share capital on a Fully Diluted Basis.

• MTN intends to implement the proposed 2016 MTN BEE Transaction, through MTN Zakhele Futhi, by means of the following core elements:
  • the MTN Zakhele Futhi Public Offer;
  • tthe MTN Zakhele Re-investment Offer, if the MTN Zakhele Unwinding Scheme proceeds;
  • MTN Zakhele Futhi raising third party finance through the MTN Zakhele Futhi Pref Shares;
  • MTN providing MTN Zakhele Futhi with funding and vendor facilitation through, amongst others, the Notional Vendor Finance and the 20% transaction discount provided by it; and
  • the subscription for MTN Shares by MTN Zakhele Futhi using the funding raised through these sources.
• MTN Zakhele Futhi will apply the money raised through the issue of the MTN Zakhele Futhi Pref Shares, the money raised in the MTN Zakhele Futhi Public Offer from the Black Public, the re-investment value it receives from MTN Zakhele pursuant to the MTN Zakhele Re-investment arising from the MTN Zakhele Re-investment Offer and the Notional Vendor Finance from MTN to subscribe for new MTN Shares to be issued by MTN at a discount to the Transaction Share Price.
• The 2016 MTN BEE Transaction is sized to be approximately 4.0% of MTN’s issued share capital on a Fully Diluted Basis, but may be scaled down should subscriptions under the MTN Zakhele Futhi Public Offer and/or re-investment elections under the MTN Zakhele Re-investment Offer not be sufficient to allow for this.

Please note that this diagram is illustrative only. It assumes that the Target Equity Raise is met and that the relevant Inception Total Share Cover Ratio is met for the advance of the preference share funding and that no adjustments to the structure are accordingly required.

• Money raised from the Black Public under the MTN Zakhele Futhi Public Offer;
• Re-investment value received from MTN Zakhele under the MTN Zakhele Re-investment, if any;
• Notional Vendor Finance from MTN;
• An upfront effective 20% discount being provided by MTN to the price payable by MTN Zakhele Futhi for the MTN Shares acquired by it; and
• Third party bank funding (raised through BFC2 issuing the BFC2 Pref Shares to the BFC2 Investors and utilising the aggregate subscription price of such BFC2 Pref Shares to subscribe for the MTN Zakhele Futhi Pref Shares).

• A maximum of 123,416,819 MTN Zakhele Futhi shares at R20.00 each.
• The total MTN Zakhele Futhi Offer size is up to R2,468.3 million.

Each MTN Zakhele Futhi Share has an underlying value, as at the Last Practicable Date and based on the assumptions in paragraph 3.5 of Section 1 of the Prospectus, of approximately R33.50. The market price of the MTN Shares is the most important factor affecting the value of an MTN Zakhele Futhi Share although such value is also significantly impacted by the financing obligations. The table below sets out the indicative underlying value of an MTN Zakhele Futhi Share on commencement based on various MTN Share prices:

(As at the Last Practicable Date, the MTN Share price was R125.31.)

• Yes, you can ultimately lose all or a part of your investment. The MTN Zakhele Futhi Shares you acquire will be subject to all the investment risks faced by the ordinary shareholders of any company. The value of the MTN Zakhele Futhi Shares will also be subject to all the risks faced by BFC2 pursuant to its preference share funding.
• As with all share investments, the value of the investment depends largely on the underlying value of the business or assets invested in and the financing obligations. The value of your MTN Zakhele Futhi Shares will therefore increase and decrease with reference, among others, to any changes in the value of MTN Shares and the costs of funding. (See the table in question 5 above for some illustrative movements in the underlying value of MTN Zakhele Futhi Shares as linked to the value of MTN Shares.) You will however not be required to invest any more money into MTN Zakhele Futhi, even if the value of your investment decreases. For more details of the factors that may affect the value of your investment, refer to paragraph 3.4 of Section 1 of the Prospectus.

• NVF involves the transfer of shares worth their market value to the BEE partner (here, MTN Zakhele Futhi) by the company requiring empowerment credentials (here, MTN) for a small actual cash payment (e.g. R0.0001 per share), and with the great majority of the value for the shares being effectively provided on notional loan account (with an agreed "interest" rate) by the company requiring empowerment credentials (here, MTN).
• During the funding period the transfer of shares is a legal transfer of ownership and in particular the BEE shareholder has the voting rights and the economic benefits (notably, dividends) of the shares acquired by it. Over time, the funding increases by the amount of accumulated "interest" and decreases with any payments made towards the notional loan. On termination, if the value of all of the shares in the structure is higher than the then outstanding funding, the BEE shareholder keeps its shares and pays off the outstanding funding or surrenders sufficient shares to pay off the funding. If lower, the BEE partner surrenders all its shares but walks away from the funding.

MTN Zakhele Futhi will subscribe for up to 76,835,378 MTN Shares.

Based on 76,835,378 MTN Shares held and 123,416,819 MTN Zakhele Futhi Shares in issue, MTN Zakhele Futhi will hold 62.2 MTN Shares for every 100 MTN Zakhele Futhi Shares issued. This number may vary depending on the ultimate structure. See paragraph 1.2 of Section 4 of the Prospectus for further details.

Working from a number of 62.2 MTN Shares for every 100 MTN Zakhele Futhi Shares, in the event of the liquidation of MTN Zakhele Futhi immediately on its commencement, and based on the MTN Share price of R125.31 at the Last Practicable Date, MTN Zakhele Futhi would need to sell:

• 19,300,527 MTN Shares at R125.31 to pay off the amounts owing to the funders of R2,418.5 million (excluding break costs, early redemption penalties, gross up payment and taxes, where applicable); and
• 24,349,562 MTN Shares with a price of R125.31 to settle MTN’s Notional Vendor Finance of R3,051.2 million,

thus leaving 33,185,289 MTN Shares for distribution to the MTN Zakhele Futhi shareholders (i.e. you). This distribution would be (excluding taxation and costs) 26.9 MTN Shares for every 100 MTN Zakhele Futhi Shares held.

This equates to an immediate liquidation value (excluding liquidation costs and any taxes payable by MTN Zakhele Futhi and yourself) of R33.50 per MTN Zakhele Futhi Share.

• You will not be applying for MTN Shares, but you will be applying for MTN Zakhele Futhi Shares.
• Your R20.00 investment for each MTN Zakhele Futhi Share will be pooled with funds from the funders and Notional Vendor Finance from MTN, for MTN Zakhele Futhi to acquire MTN Shares, thus providing you with an investment in MTN Shares through your MTN Zakhele Futhi Shares.

Below is a summary of how your R20.00 per share investment combines to acquire an MTN Share:

• Yes, MTN is significantly assisting the 2016 MTN BEE Transaction, including in the key ways described below.
• The funding raised by MTN Zakhele Futhi from the Black Public and, if applicable, the MTN Zakhele Re-investment from MTN Zakhele Shareholders will contribute only about 25.0% of the total funding needed for the 2016 MTN BEE Transaction. MTN has undertaken to provide Notional Vendor Finance of up to R3,051.2 million to MTN Zakhele Futhi. The Notional Vendor Finance will enable MTN Zakhele Futhi to subscribe for 23,745,086 MTN Shares (1.24% of MTN’s issued share capital after the 2016 MTN BEE Transaction).
• MTN will issue the MTN Shares subscribed for by MTN Zakhele Futhi at an effective, aggregate, discount of 20% to the Transaction Share Price, which discount represents up to R1,974.6 million in value;
• MTN’s Notional Vendor Finance is subordinated to (i.e. ranks behind) the funding raised by MTN Zakhele Futhi from the third party funders.
• In addition to these direct benefits to MTN Zakhele Futhi, MTN’s assistance has enabled MTN Zakhele Futhi to raise significant (up to a maximum of R3,200 million) funding from third party funders at favourable terms and funding rates.

• The funders of the transaction (including the third party preference share funders and MTN through the Notional Vendor Finance provided to the structure) enable MTN Zakhele Futhi to acquire a number of the MTN Shares well in excess of that which it would have been able to acquire with just the money and value raised by it from the Black Public in cash and through the MTN Zakhele Re-investment. The potential net benefits of these MTN Shares (after repayment of the funding and associated taxes and liabilities), including the dividends received on the MTN Shares and any increases in the value thereof that may occur, are for the benefit of the MTN Zakhele Futhi Shareholders.

• You will acquire shares in MTN Zakhele Futhi, a vehicle created to provide the Black Public with an opportunity to invest in up to approximately 4.0% of MTN and which is significantly facilitated by MTN.
• MTN will provide facilitation through a 20% upfront discount on the MTN Shares worth up to R1,974.6 million and committed Notional Vendor Finance of up to R3,051.2 million.
• For every R2,000 you invest, MTN Zakhele Futhi will be able to make an investment into MTN Shares of about R8,000, facilitated by way of the 20% discount provided by MTN, and the funding raised by MTN Zakhele Futhi from MTN and the third party funders. This will give you exposure to a significant investment into the MTN Group, and its future, for a relatively small (25%) contribution. (For every R100 you put in, MTN and the funders will effectively put in about R301.60.)

• You will acquire shares in MTN Zakhele Futhi, a vehicle created to provide the Black Public the opportunity to invest in up to approximately 4.0% of MTN and which is significantly facilitated by MTN.
• MTN will, amongst others, provide facilitation through a 20% upfront discount on the MTN Shares worth up to R1,974.6 million and committed Notional Vendor Finance of up to R3,051.2 million.
• By re-investing into MTN Zakhele Futhi you will defer the payment of any applicable taxes which would have otherwise arisen on the disposal of your MTN Zakhele Shares as part of the MTN Zakhele Unwinding Scheme until such date that you choose to sell your MTN Zakhele Futhi Shares. You will be able to sell your MTN Zakhele Futhi shares after the Minimum Investment Period.
• For every R2,000 you re-invest, MTN Zakhele Futhi will be able to make an investment into MTN Shares of about R8,000, facilitated by way of the 20% discount provided by MTN, and the funding raised by MTN Zakhele Futhi from MTN and other sources. This will allow you to continue to have exposure to a significant investment into the MTN Group, and its future, for a relatively small (25%) contribution. (For every R100 you put in, MTN and the funders will effectively put in about R301.60.)

• Should applications for MTN Zakhele Futhi Shares in the MTN Zakhele Futhi Public Offer and MTN Zakhele Re-investment Offer exceed 123,416,819 MTN Zakhele Futhi Shares, MTN Zakhele Futhi will use its discretion (in accordance with principles and/or guidelines established by the MTN Board and in consultation with the MTN Board) in allocating MTN Zakhele Futhi Shares between Re-investment Applicants under the MTN Zakhele Re-investment Offer and Cash Applicants under the MTN Zakhele Futhi Public Offer and, within these groups, to successful Applicants.
• It is presently envisaged that, in order to ensure the broadest possible base of BEE Participants, the allocation of MTN Zakhele Futhi Shares will generally be made from the bottom up, starting with applications for the least number of MTN Zakhele Futhi Shares and with a priority for Black People (i.e. individuals). It is also presently envisaged that, in respect of re-investing MTN Zakhele Shareholders, allocations will be made 80% on a bottom-up basis through setting shareholding bands (where, within the band, each participating MTN Zakhele Shareholder will receive a stated percentage of the MTN Zakhele Futhi Shares applied for, with the allocation percentage ranging from highest in the bottom band to lowest in the top band) and 20% on a discretionary basis to enable greater optimisation of the overall balance and BEE effect of the 2016 MTN BEE Transaction. No preferential treatment will be given to employees, directors or subscribers of MTN or directors of MTN Zakhele or MTN Zakhele Futhi.
• If you are a Cash Applicant and have applied and paid for more MTN Zakhele Futhi Shares than are eventually issued to you, MTN Zakhele Futhi will refund to you the excess amount plus interest by EFT. Please note that refunds are subject to Cash Applicants having complied with FICA. If you are a Re-investment Applicant and have applied for more MTN Zakhele Futhi Shares than are eventually transferred to you, then the relevant portion of your MTN Zakhele Scheme Consideration which was not settled in MTN Zakhele Futhi Shares will remain with you and be settled to you as part of the MTN Zakhele Unwinding Scheme. As you have not paid any monies, no interest will apply to you.
• Interest will be calculated from the Closing Date until the date of refund (both days excluded).

• In the event that the combined money raised from the Black Public under the MTN Zakhele Futhi Public Offer and/or through the MTN Zakhele Re-investment is equal to or above the Minimum Equity Raise (R1,234.1 million) but less than the Target Equity Raise (R2,468.3 million) in order to facilitate the 2016 MTN BEE Transaction, MTN may (but is not obliged to) enable MTN Zakhele Futhi to make up all or a part of the shortfall to the Target Equity Raise by subscribing for MTN Zakhele Futhi Shares at R20.00 per share and/or by providing additional funding to it through the MTN Subordinated Loan (Equity Top-up) and/or by providing additional Notional Vendor Finance – and the 2016 MTN BEE Transaction may then be scaled down to between approximately 2% and 4.0% of MTN’s issued share capital on a Fully Diluted Basis depending on its decision. Should MTN subscribe for MTN Zakhele Futhi Shares, the intention is that MTN will then sell or place these MTN Zakhele Futhi Shares with qualifying BEE Participants in due course. (If MTN does not agree to reduce the size of the transaction or to provide this additional funding, the 2016 MTN BEE Transaction will not be implemented and the MTN Zakhele Futhi Offer will terminate.)
• To the extent that the combined money raised in the MTN Zakhele Futhi Public Offer and/or through the MTN Zakhele Re-investment is less than the Minimum Equity Raise, the 2016 MTN BEE Transaction will not be implemented and the MTN Zakhele Futhi Offer will terminate.
• To the extent that the cash raised in the MTN Zakhele Futhi Public Offer is less than the Minimum Cash Raise of R250 million, then the 2016 MTN BEE Transaction will also not be implemented and the MTN Zakhele Futhi Offer will terminate.

No, there is no limit on the number of MTN Zakhele Futhi Shares that may be applied for; however, there is a 15% maximum ownership (directly or by persons in concert or connected) shareholding rule applicable per shareholder (and its connected persons and concert parties) on allocation of the MTN Zakhele Shares. Accordingly, no allocations of MTN Zakhele Futhi Shares in breach of the aforementioned maximum ownership may be made by MTN Zakhele Futhi without MTN's prior written consent. Any attempt to acquire or hold more than this percentage without MTN's prior written permission is prohibited and may trigger various adverse consequences to you. For further details, see paragraph 12.6 of Section 2 of the Prospectus.

• Minimum (Cash Applicants): 100 MTN Zakhele Futhi Shares, which will cost R2,000.
• Minimum (Re-investment Applicants): elections to re-invest in respect of 50 MTN Zakhele Shares;
• Maximum: there is no maximum number of MTN Zakhele Futhi Shares that may be applied for; however, there is a maximum allocation of 18,512,522 MTN Zakhele Futhi Shares, unless MTN consents otherwise. This maximum includes any MTN Zakhele Futhi Shares allocated through the MTN Zakhele Re-investment Offer.

The table below sets out the number of MTN Zakhele Futhi Shares that a prospective shareholder will acquire based on the amount invested:

• The Empowerment Period for MTN Zakhele Futhi is eight years after the date on which the MTN Zakhele Futhi Shares are issued to the Black Public, which is expected to be 23 November 2016.
• You cannot sell or otherwise Dispose of your MTN Zakhele Futhi Shares during the first three years of the Empowerment Period (i.e. the Minimum Investment Period).
• Restricted trading will be allowed during the fourth to eighth years, where you can only sell or Dispose of your MTN Zakhele Futhi Shares to Eligible MTN Zakhele Futhi Shareholders. All sales and Disposals during the fourth to eighth years are subject, amongst others, to approval and BEE verification processes.
• You cannot Encumber (eg. use for security) your MTN Zakhele Futhi Shares during the Empowerment Period (i.e. eight years).
• There will be no special restrictions on the Disposal or Encumbrance of MTN Zakhele Futhi Shares after the Empowerment Period.
• During the Empowerment Period, you will be bound by the Relationship Agreement with MTN and MTN Zakhele Futhi.
• A breach of these restrictions or the terms of the Relationship Agreement could result in a Call Event and you being obliged to sell your MTN Zakhele Futhi Shares at a discount (see paragraph 12.6 of Section 2 of the Prospectus).

You may only voluntarily exit after the Minimum Investment Period. Special provisions apply in the event of death, insolvency and sequestration - see questions 26, 27, and 28 below.

MTN Zakhele Futhi reserves the right to accept or reject applications, in its sole discretion. Without limiting this discretion, the following will likely disqualify you:

• If you are a Cash Applicant and you do not make payment in time and in accordance with the Prospectus.
• If your Application Form is not completed properly or is incomplete.
• If all the required supporting documents are not submitted.
• If you are an MTN Zakhele Shareholder and fail to make an election to re-invest your MTN Zakhele Shares.
• If your information cannot be verified.
• If you are not a Black Person or a Black Group as defined in terms of the Prospectus.
• If you make any fraudulent or untrue statements in your Application Form.

• Your application will be rejected. If you were a Cash Applicant, any funds you have paid will be refunded, without interest. Please note that refunds are subject to Cash Applicants having complied with FICA.
• If you misrepresent your BEE Status or commit any action which amounts to fronting, you run the risk of either being disqualified from participating in MTN Zakhele Futhi or, if MTN Zakhele Futhi Shares are awarded to you, of a Call Event arising with the result that you may be forced to sell your MTN Zakhele Futhi Shares at a significant discount, depending on when the breach occurs and circumstances in which it arose. Please see paragraph 12.6 of Section 2 of the Prospectus for further details in relation to a Call Event.

Yes, in the circumstances set out in the Prospectus, which include:

• You were a Black Group and you cease to continue to qualify as a Black Group during the Empowerment Period;
• You misrepresented that you were a Black Group or a Black Person or the intended beneficial owner of the shares, at the time of your application;
• You are a Black Group and, during the Minimum Investment Period, you cease to have at least the same level of Black ownership/membership/beneficiaries/participants that you had at the time of your application;
• You breach the terms of the Relationship Agreement;
• During the Empowerment Period, you Dispose of your shares to a person or group that you know or reasonably should have known is not a Black Person or Black Group;
• In the case of a Black Group, during the Empowerment Period, you are wound up;
• In the case of a Black Person, you are sequestrated; and
• In the event of a death – see in this regard the answer to questions 26 and 27 below.

Yes. All Black Groups holding MTN Zakhele Futhi Shares must maintain their BEE Status during the Minimum Investment Period at a level no less than that which they were when they acquired their MTN Zakhele Futhi Shares (as set out in the Application Form), and must continue to qualify as a Black Group throughout the Empowerment Period. Should a Black Group fail to maintain its BEE Status and/or status as a Black Group and fail to remedy this, this may result in their MTN Zakhele Futhi Shares being acquired by MTN at a discount of up to 70% of the Call Reference Price, depending on when the breach occurs and circumstances in which it arose. Furthermore, your rights to receive dividends and to vote your MTN Zakhele Futhi Shares will immediately be deemed to have been ceded to MTN or its nominee/s, unless it expressly agrees otherwise.

Your estate or insolvent trustee, as the case may be, will be permitted to transfer your MTN Zakhele Futhi Shares to your heir, provided that your heir is an Eligible MTN Zakhele Futhi Shareholder, or to transfer your MTN Zakhele Futhi Shares to an Eligible MTN Zakhele Futhi Shareholder within 120 days, failing which your estate or trustee may be forced to sell your MTN Zakhele Futhi Shares to MTN at: (i) the Call Reference Price in relation to death or at a 10% discount to the Call Reference Price in relation to involuntary sequestration or (ii) a discount of up to 70% of the Call Reference Price in relation to voluntary sequestration, depending on when it occurs.

You will be permitted to rectify the breach or sell your MTN Zakhele Futhi Shares to an Eligible MTN Zakhele Futhi Shareholder within 120 days, failing which you may be forced to sell your MTN Zakhele Futhi Shares to MTN at a 10% discount to the Call Reference Price.

You and/or the liquidator will be permitted to rectify the breach or sell your MTN Zakhele Futhi Shares to an Eligible MTN Zakhele Futhi Shareholder within 120 days, failing which you and/or the liquidator may be forced to sell your MTN Zakhele Futhi Shares to MTN at a 40% discount to the Call Reference Price.

• You will be obliged to sell all of your MTN Zakhele Futhi Shares at between a 70% to 25% discount to the Call Reference Price depending on whether the relevant Call Event occurs between the first and second years (70%), the third and fourth years (50%), the fifth and sixth years (40%) or the seventh and eighth years (25%) of the Empowerment Period.
• If the Call Event arises from fraud or a wilful misrepresentation, then the price will be the lesser of the discounted price (as summarised above) and what you paid for the MTN Zakhele Futhi Shares.

(Voluntary liquidation by a Black Group is treated as a breach of the Relationship Agreement. See question 24 above.)

No, only as a result of death, insolvency or sequestration. See questions 20, 26, 27 and 28 above.

No, not until the end of the Empowerment Period.

• Yes. You can vote at the general meetings of MTN Zakhele Futhi.
• You are entitled to one vote for every MTN Zakhele Futhi Share held.
• MTN Zakhele Futhi Directors will vote at MTN general meetings on behalf of MTN Zakhele Futhi, but may in their discretion seek the approval of MTN Zakhele Futhi Shareholders when exercising this vote.

A dividend is a payment made by a company to its shareholders as a distribution of its assets or profits, if so decided by the directors of the company, taking into account (amongst others) the future cash requirements of the company.

• During the Minimum Investment Period (i.e. for the first three years), MTN Zakhele Shareholders will generally not receive a dividend. During this time the dividend income earned on the MTN Shares held by MTN Zakhele Futhi will in the ordinary course be used firstly to pay or provide for permitted operational fees, costs and expenses and tax liabilities of MTN Zakhele Futhi and and then a portion will be used to pay dividends and to provide a specified minimum amount per annum for settlement of the third party funding of MTN Zakhele Futhi. Any balance of such dividend income earned on the MTN Shares held by MTN Zakhele Futhi will generally then be used next to offer to pay or provide for settlement of the third party funding and/or be used to acquire additional MTN Shares and correspondingly reduce the Notional Vendor Finance as described in paragraph 1.4 of Section 4 of the Prospectus.
• From year four onwards, while the MTN Zakhele Futhi Pref Shares remain outstanding, the dividend income earned on the MTN Shares held by MTN Zakhele Futhi in the ordinary course will be used firstly to pay or provide for permitted operational fees, costs and expenses and tax liabilities of MTN Zakhele Futhi and then a portion will be used to pay dividends and to provide a specified minimum amount per annum for settlement of the third party funding of MTN Zakhele Futhi. If funds remain, the MTN Zakhele Futhi Board has a discretion to pay up to 20% of the total dividend received from MTN (less the above amounts which have been paid or provided for operational fees, costs and expenses and tax liabilities) as a dividend to MTN Zakhele Futhi Shareholders, subject to MTN's discretion. Any balance of such dividend income earned on the MTN Shares held by MTN Zakhele Futhi will generally then be used next to further offer to pay or provide for settlement of the third party funding and/or be used to acquire additional MTN Shares and correspondingly reduce the Notional Vendor Finance as described in paragraph 1.4 of Section 4 of the Prospectus. In the event that there is no such settlement of the third party funding and/or of the Notional Vendor Finance, MTN Zakhele Futhi Board has a discretion to pay further dividends to MTN Zakhele Futhi Shareholders, with MTN's consent.
• For more details, see paragraph 1.5 of Section 4 of the Prospectus.

Annual financial statements of MTN Zakhele Futhi will be made available to all MTN Zakhele Futhi Shareholders and this will indicate the performance of its underlying investment in accordance with IFRS.

You can participate in the appointment of an MTN Zakhele Futhi Director by voting at annual general meetings of MTN Zakhele Futhi.

The MTN Zakhele Futhi Shares will not be listed during the Minimum Investment Period. After this period, it is expected that the MTN Zakhele Futhi Shares will be listed on a recognised stock exchange to facilitate trading between Black People and Black Groups during the remaining fourth to eighth years of the Empowerment Period. After eight years you will be able to sell your MTN Zakhele Futhi Shares without special restrictions.

During the Minimum Investment Period, MTN Zakhele Futhi shares will not be traded and will therefore not have a listed price. Thereafter, once the MTN Zakhele Futhi Shares are listed on a recognised stock exchange, MTN Zakhele Futhi will publish the most recent closing price for an MTN Zakhele Futhi Share on the relevant exchange, which will represent the free market price that buyers and sellers transacted at.

There is no capital protection. MTN Zakhele Futhi will be subject to all the investment risks faced by ordinary shareholders of a company.

Please call the Nedbank Contact Centre on 083 900 6863 for more information (toll free number for MTN subscribers only).

1. Proof of identity
• original or certified copy of the SA green bar-coded identity document; or
• original or certified copy of the SA identity card (smart card); or
• original or certified copy of a valid driving licence; or
• original or certified copy of a valid passport

Note: where the associated party is a Nedbank client then only the original SA green bar coded identity document or original SA identity card will be accepted. Where the associated party is not a Nedbank client (i.e. no accounts or existing relationship with the Bank) then any of the above documents can be accepted – original or certified copies thereof.

2. Proof of physical address
• Refer to the list of acceptable documents in Annexure 8 of the Prospectus.
• Proof of physical address is only required if the associated party is a Nedbank client.

1. Proof of identity
• original or certified copy of the SA green bar-coded identity document; or
• original or certified copy of the SA identity card (smart card); or
• original or certified copy of a valid driving licence; or
• original or certified copy of a valid passport

Note: where the associated party is a Nedbank client then only the original SA green bar coded identity document or original SA identity card or original valid foreign passport will be accepted. Where the associated party is not a Nedbank client (i.e. no accounts or existing relationship with the Bank) then any of the above documents can be accepted – original or certified copies thereof.

2. Proof of residency
• study permit; or
• port of entry permit; or
• business permit; or
• general work permit; or
• critical skills work permit; or
• intra company transfer permit; or
• corporate permit; or
• permanent residency permit; or
• visa; or
• Diplomatic visa/permit.

3. Proof of physical address
• Refer to the list of acceptable documents in Annexure 8 of the Prospectus.
• Proof of physical address is only required if the associated party is a Nedbank client.

1. Proof of identity
• Original or certified copy of the asylum permit (i.e. Section 22 permit).

Note: where the associated party is a Nedbank client then only the original asylum permit will be accepted. Where the associated party is not a Nedbank client (i.e. no accounts or existing relationship with the Bank) then an original or certified asylum permit will be accepted.

2. Proof of physical address
• Refer to the list of acceptable documents in Annexure 8 of the Prospectus.
• Proof of physical address is only required if the associated party is a Nedbank client.

1. Proof of identity
• Section 24 certificate; or
• Original or certified copy of the valid 13 digit bar-coded (i.e. not expired) refugee identity document.

Note: where the associated party is a Nedbank client then only the original asylum permit or original valid 13 digit bar coded refugee identity document will be accepted. Where the associated party is not a Nedbank client (i.e. no accounts or existing relationship with the Bank) then the original section 24 certificate or original/certified copy of the valid 13 digit bar-coded refugee identity document can be accepted.

2. Proof of physical address
• Refer to the list of acceptable documents in Annexure 8 of the Prospectus.
• Proof of physical address is only required if the associated party is a Nedbank client.

1. Proof of identity
• the original or certified copy of the valid foreign passport; or
• original or certified copy of a valid driving licence; or
• an original or certified copy of the identification document accepted by the banking community in their country of residence for the purposes of opening a bank account.

Note: where the associated party is a Nedbank client then only the original valid foreign passport will be accepted. Where the associated party is not a Nedbank client (i.e. no accounts or existing relationship with the Bank) then the original or certified copies, of any of the above three stipulated documents, may be accepted.

2. Proof of physical address
• Refer to the list of acceptable documents in Annexure 8 of the Prospectus.
• Proof of physical address is only required if the associated party is a Nedbank client.

1. Proof of identity
• original or certified SA green bar-coded identity document;
• original or certified SA identity card (smart card); or
• original or certified copy of a valid driving licence; or
• original or certified valid SA passport of such a person.

Note: where the associated party is a Nedbank client then only the original valid SA green bar coded identity document or original SA identity card or original SA passport will be accepted. Where the associated party is not a Nedbank client (i.e. no accounts or existing relationship with the Bank) then the original or certified copies, of any of the above four stipulated documents, may be accepted.

2. Proof of residency
• study permit; or
• port of entry permit; or
• business permit; or
• general work permit; or
• critical skills work permit; or
• intra company transfer permit; or
• corporate permit; or
• permanent residency permit; or
• visa; or
• diplomatic visa/permit.

3. Proof of physical address
• Refer to the list of acceptable documents in Annexure 8 of the Prospectus.
• Proof of physical address is only required if the associated party is a Nedbank client.

1. Proof of identity
• original or certified SA green bar-coded identity document;
• original or certified SA identity card (smart card); or
• original or certified birth certificate; or
• original or certified valid passport.

Note: where the associated party is a Nedbank client then only the original valid SA green bar coded identity document or original SA identity card or original birth certificate or original valid passport will be accepted. Where the associated party is not a Nedbank client (i.e. no accounts or existing relationship with the Bank) then the original or certified copies, of any of the above four stipulated documents, may be accepted.

2. Proof of physical address
• Refer to the list of acceptable documents in Annexure 8 of the Prospectus.
• Proof of physical address is only required if the associated party is a Nedbank client.

1. Proof of identity

The sole proprietor will be identified and verified in accordance with the standard verification requirements applicable to individuals. For SA citizens resident in South Africa, the following will apply.

• Original SA green bar-coded identity document; or
• Original SA identity card.

The trading name of the sole proprietor will be verified by comparing these particulars with:

• the original or certified letter signed by the sole proprietor confirming the trading name.

2. Proof of physical address
• Refer to the list of acceptable documents in Annexure 8 of the Prospectus.
• Proof of physical address is only required if the associated party is a Nedbank client.

1. Proof of identity
   • the full Certification of Confirmation or Disclosure Certificate reflecting the details required;

OR

• the Notice of Registered Office and Postal Address (Form CM22).

AND either

• memorandum and articles of association (Form CM2 and CM44); or
• the original or certified copy of the most recent Certificate of Incorporation (Form CM1 or Form CM9 where an SA non listed company’s name has changed, and therefore differs from the CM1);
• if applicable, the Notice of Change Concerning a Director (Form CM 27/29);
• if applicable, the Notice of Change of Registered Office (Form CM 22);

OR

• the full Certification of Confirmation or Disclosure Certificate reflecting the details required; and
• if applicable, the Notice of Change Concerning a Director (Form CoR 39); and
• if applicable, the Notice of Change of Registered Office (Form CoR 21).

Verification requirements for a converted Close Corporation

• the original or certified copy of the Close Corporation Registration Certificate (Form CoR 18.3)

Change of name of an SA Non Listed Company

• the new registration certificate (CoR 14.3);

OR

• Special resolution passed by the company authorising the name change;
• CIPC issued CoR 15.2 reflecting the company’s new name as set out in the special resolution;

and

• the most recent Certificate of Incorporation (Form CM1 / CoR14.3) which reflects the company’s registration number and previous name;

OR

• a disclosure certificate reflecting the required details.

2. Proof of physical address
• Refer to the list of acceptable documents in Annexure 8 of the Prospectus.
• Proof of physical address is only required if the associated party is a Nedbank client.

3. Proof of shareholding (if holding 25% or more of the voting rights).

1. Proof of identity
• the full Certification of Confirmation or Disclosure Certificate reflecting the details required;

OR

• the Notice of Registered Office and Postal Address (Form CM22).

AND either

• memorandum and articles of association (Form CM4); or
• the original or certified copy of the most recent Certificate of Incorporation (CM3 for non-profitable);

and

• where the CM 22 does not contain details of directorship, the details of the director and other directorships (Form CM27 or CM29).

OR

• the original or certified copy of the most recent Notice of Incorporation (Form CoR 14.1);or
• the original or certified copy of the Registration Certificate (Form CoR 14.3), provided the certificate contains the registered address.

Note: If the CoR14.3 does not contain the registered address, the CoR 14.1 must be obtained

• if applicable, the Notice of Change Concerning a Director (Form CoR 39);
• if applicable, the Notice of change of Registered Office (Form CoR 21);

Verification requirements for a converted Close Corporation
The registered name and registration number of a converted close corporation must be verified by comparing these particulars with:

• the original or certified copy of the Close Corporation Registration Certificate (Form CoR 18.3)

Change of name of an SA Non-profit company (company registered before the Companies Act, 71 of 2008 came into effect)

• the new registration certificate (CoR 14.3);

OR

• Special resolution passed by the company authorising the name change; and
• CIPC issued CoR 15.2 reflecting the company’s new name as set out in the special resolution; and
• the most recent Certificate of Incorporation (Form CM3/CoR 14.3)

OR

• a disclosure certificate reflecting the required details.

2. Proof of physical address
• Refer to the list of acceptable documents in Annexure 8 of the Prospectus.
• Proof of physical address is only required if the associated party is a Nedbank client.

1. Proof of identity
• The verification of a foreign non listed company’s information will depend on whether it was registered before or after the Companies Act, 71 of 2008 came into effect or whether it was converted to align with the Companies Act, 71 of 2008.

Foreign non listed company registered before the Companies Act, 71 of 2008 came into effect
The name and number of foreign incorporation must be verified by comparing these particulars with:

• an official document or certified copy thereof, issued by an authority for recording the incorporation of companies where the foreign non listed company is incorporated, witnessing its incorporation and bearing its name and number of incorporation and its address where it is situated for the purposes of its incorporation.

Foreign non listed company registered after the Companies Act, 71 of 2008 came into effect
Domesticated companies
The name and number of foreign incorporation must be verified by comparing these particulars with:

• The original or a certified copy of the application to transfer registration of foreign company (Form CoR 17.1)

The registered name and number in SA must be verified by comparing these particulars with:

• the original or a certified copy of the Registration Certificate (Form CoR 17.3)

External companies (which includes profit and non-profit companies)
The name and number of foreign incorporation must be verified by comparing these particulars with:

• the original or a certified copy of the registration of external company (Form CoR 20.1)

The registered name and number in SA must be verified by comparing these particulars with:

• the original or a certified copy of the Registration Certificate of External Company (Form CoR 20.2)

2. Proof of physical address
• Refer to the list of acceptable documents in Annexure 8 of the Prospectus.
• Proof of physical address is only required if the associated party is a Nedbank client.

3. Proof of shareholding (if holding 25% or more of the voting rights).

1. Proof of identity

The registered name and registration number of the close corporation must be verified by comparing these particulars with:

• the full Certification of Confirmation or Disclosure Certificate reflecting the details required;

OR

• the original or certified copy of the most recent Founding Statement and Certificate of Incorporation (Form CK1);

AND, if applicable

• the Amended Founding Statement (Form CK2) in conjunction with the CK1 or CK2A.

2. Proof of physical address
• Refer to the list of acceptable documents in Annexure 8 of the Prospectus.
• Proof of physical address is only required if the associated party is a Nedbank client.

3. Proof of shareholding membership (if holding 25% or more of the voting rights).

1. Proof of identity

The name and legal form of the other legal person/entity/organ of state must be verified by comparing these particulars with:

• the constitution and/or other founding document/certified copy thereof in terms of which the other legal person/entity/organ of state is created, if available; or
• other documents relating to the founding of the legal form and which can reasonably be able to achieve verification

Additional verification requirements for co-operatives

• The name and registered address of the co-operative must be verified by comparing these particulars with the:
  • certification of Registration of the Co-operative (CR 10); or
  • constitution of the co-operative signed by the minimum number of founder members.

• Change of name of the Co-operative
  • if applicable, Certification of Change of Name (the CR11).

2. Proof of physical address
• Refer to the list of acceptable documents in Annexure 8 of the Prospectus.
• Proof of physical address is only required if the associated party is a Nedbank client.

1. Proof of identity
• Proof of their membership/registration with a professional body. This proof could be by way of an electronic record from such registering authority proving the partnership’s registration.

2. Proof of physical address
• Refer to the list of acceptable documents in Annexure 8 of the Prospectus.
• Proof of physical address is only required if the associated party is a Nedbank client.

1. Proof of identity

The name of the partnership must be verified by comparing these particulars with the original or certified copy of:

• the partnership agreement in terms of which the partnership was formed, signed by the partners.

If there is no written partnership agreement, a partnership declaration must be completed and signed by all partners to confirm:

• that no written partnership agreement exists;
• every partner, including every member of a partnership en commandite, any anonymous/silent partner or any similar partner;
• the person(s) who exercises executive control over the partnership;
• each natural person authorised to establish a business relationship on behalf of the partnership; and
• each natural person who is authorised to transact on behalf of the partnership.

2. Proof of physical address
• Refer to the list of acceptable documents in Annexure 8 of the Prospectus.
• Proof of physical address is only required if the associated party is a Nedbank client.

1. Proof of identity

SA registered trusts
Nedbank must verify the name and number of the trust by comparing these particulars with:

• the trust deed or other founding document in terms of which the trust is created.
  Note:
  Where the trust deed or other founding document does not contain the trust number, the authorisation given by the Master of the High Court in terms of Section 7 of the Trust Property Control Act, 57 of 1998, to each trustee may be utilised

Trusts created outside SA
Nedbank must verify the name and number of the trust by comparing these particulars with:

• an official document which reflects these particulars, issued by an authority in the country where the trust is created which administers or oversees laws relating to trusts in that country.

2. Proof of physical address
• Refer to the list of acceptable documents in Annexure 8 of the Prospectus.
• Proof of physical address is only required if the associated party is a Nedbank client.

1. Proof of identity

SA registered trusts
Nedbank must verify the name and number of the trust by comparing these particulars with:

• the trust deed or other founding document in terms of which the trust is created.
  Note: Where the trust deed or other founding document does not contain the trust number, the authorisation given by the Master of the High Court in terms of Section 18(1) or 18(3) of the Administration of Estates Act 66 of 1965, to each trustee may be utilised

Trusts created outside SA

• an official document which reflects these particulars, issued by an authority in the country where the trust is created which administers or oversees laws relating to trusts in that country

2. Proof of physical address
• Refer to the list of acceptable documents in Annexure 8 of the Prospectus.
• Proof of physical address is only required if the associated party is a Nedbank client.