GUIDE 1 – B-BBEE IN SOUTH AFRICA: AN OVERVIEW

1 GUIDE 1 B-BBEE IN SOUTH AFRICA: AN OVERVIEW1 Contents04 Foreword06 Part 1: An OVERVIEW of B-BBEE in SOUTH Africa10 Part 2: The Measurement of B-BBEE : Large Enterprises15 Part 3: The Measurement of B-BBEE : Small Enterprises and Start-Up Enterprises18 Part 4: The Measurement of B-BBEE : Foreign Entities and Multinational Corporations20 Part 5: An OVERVIEW of B-BBEE in Certain Sectors24 Our Firm25 Our Footprint in Africa26 Key ContactsGuide 1 B-BBEE in SOUTH Africa: An Overview3 BOWMANS2 ForewordBroad-based black economic empowerment ( B-BBEE ) is a central part of the SOUTH African Government s transformation strategy. Broad-based black economic empowerment ( B-BBEE ) is a central part of the SOUTH African Government s transformation strategy. B-BBEE comprises various components aimed at increasing the numbers of Black people (being SOUTH African citizens who have been racially classified as African, Indian or Coloured) who manage, own and control the country s economy, and decreasing racially based income inequalities.

2 There is no positive obligation to have a particular B-BBEE status level. However, any company wishing to do business in the SOUTH African environment must consider and develop its B-BBEE position as in addition to the pressures from Government an entity that does not have a good B-BBEE rating or does not strive to improve its B-BBEE rating may be hampered in the conduct of its day-to-day business with Government, organs of state and the private sector. Further, a company s B-BBEE rating and/ or its local ownership may be a determining factor when applying for a state licence, permit or authorisation, depending on requirements imposed by sector-specific legislation. Bowmans provides trusted, specialist advice in all areas of B-BBEE . Our lawyers have extensive experience advising and acting for major local and international commercial and industrial corporations, mining houses, banks and private equity funds across a range of industry sectors.

3 We have also been involved in several ground-breaking B-BBEE transactions. We advised Isanti Glass on its proposed ZAR billion acquisition of Nampak Glass, which was named BEE Deal of the Year for 2019 at the Dealmakers SOUTH Africa Awards event which was held in February 2020. Isanti Glass is 60% owned by black-owned investment company Kwande Capital and 40% owned by SABSA Holdings, the SOUTH African holding company of SA Breweries. SABSA is owned by AB InBev, the world's biggest brewer and one of the largest glass are up to date with the most recent developments in B-BBEE , including the amendments to and interpretations and nuances arising in the context of the Codes of Good Practice and the various sector-specific codes. We regularly engage both independently and behalf of our clients with the B-BBEE Commission, the Department of Trade and Industry and various B-BBEE verification agencies.

4 Because B-BBEE is such an important consideration for any company conducting business in SOUTH Africa, we have produced a series of four guides to help our clients understand the complex regulatory framework applicable to B-BBEE in SOUTH Africa. This, the first in the series, provides a general OVERVIEW of B-BBEE (Part 1) with a focus on understanding the measurement of B-BBEE for: large enterprises (Part 2); small to medium-sized enterprises, which are referred to as exempted micro-enterprises (EMEs) and qualifying small enterprises (QSEs), and start-up enterprises (Part 3); and foreign companies and multinational corporations (MNCs) (Part 4). The GUIDE also provides a high-level OVERVIEW of B-BBEE in certain sectors (Part 5). We are in a unique position to help our clients in the development and implementation of lasting and sustainable transformation.

5 Please contact us if you would like to discuss either the content of this GUIDE in more detail or your unique B-BBEE challenges. Key contacts are set out at the end of this HaleCo-head of Corporate The contents of this GUIDE are for reference purposes only and should not be considered a substitute for detailed legal advice. It is correct as at October 2020. If you require further information, please contact one of the key contacts listed at the end of this 1 B-BBEE in SOUTH Africa: An Overview45 Part 1: An OVERVIEW of B-BBEE in SOUTH AfricaHow is B-BBEE regulated in SOUTH Africa?A high-level OVERVIEW of the Codes of Good Practice The BEE Act is the principal legislation for the promotion and measurement of B-BBEE in SOUTH Africa. The BEE Act also establishes the B-BBEE Commission ( B-BBEE Commission) which is responsible for investigating alleged fronting practices and referring them for prosecution.

6 The BEE Regulations are published under the BEE Act. Among other things, the BEE Regulations regulate the functions of the B-BBEE Commission including, for example, the complaints process and the registration of major B-BBEE The Liquid Fuels Charter is published as a Schedule under the Petroleum Products Act 120 of 1977 and is intended to empower historically disadvantaged SOUTH Africans in the petroleum and liquid fuels industry. The process of aligning the Liquid Fuels Charter with the B-BBEE legislation is underway. For more information on the Bowmans Oil and Gas Practice, click here. The Mining Charter, read together with the Implementation Guidelines, is published under the Mineral and Petroleum Resources Development Act 28 of 2002 and is intended to facilitate sustainable transformation, growth and development of the mining industry.

7 For more information on Bowmans' services concerning the Mining Sector, click here. The various sector-specific codes published under the BEE Act detail the manner in which B-BBEE must be measured for businesses operating in particular sectors (although sector-specific codes generally apply the same broad principles as the general Codes). Sector codes have been published for the following sectors: Agriculture Chartered accountancy (draft version) Construction Defence Financial services (including banks, short-term insurance, reinsurance and financial services intermediation and brokerages) Forestry Information communication and technology (ICT) Marketing advertising and communications (MAC) Property Tourism Transport The Codes are published under the BEE Act and detail the manner in which B-BBEE must be measured in SOUTH Africa.

8 In assessing B-BBEE , a scorecard (measurement) approach is used whereby the different aspects of B-BBEE , including ownership, management control, skills development, enterprise and supplier development (including preferential procurement), and socio-economic development, are accorded points to arrive at the B-BBEE score of a company. The Codes set out these indicators to measure B-BBEE and the weightings attached to these B-BBEE Act 53 of 2003 (BEE Act)The Codes of Good Practice (Codes or general Codes) The B-BBEE Regulations, 2016 (BEE Regulations)The Liquid Fuels Charter, 2003 The Mining Charter, 2018 The sector-specific codesB-BBEECODE SERIESSTATEMENTTITLEOVERVIEWCODE SERIES 000 STATEMENT 000 Framework for measuring B-BBEEA mong other things, specifies the interpretative principles of B-BBEE , the application of the Codes and basis for measurement under the Codes, and the application of the Codes to EMEs, QSEs and start-up enterprisesSTATEMENT 003 Amended guidelines for developing and gazetting sector codesAmong other things, specifies the process for developing and gazetting sector 004 Scorecards for specialised enterprisesProvides guidance about the treatment of ownership for specialised enterprises ( higher education institutions and non-profit companies)

9 For B-BBEE , and specifies applicable SERIES 100 STATEMENT 100 The general principles for measuring ownershipSets out the measurement of the effective ownership of entities by Black 102 Recognition of the sale of assets, equity instruments and other businessesSets out the conditions where the sale of assets, equity instruments and other businesses will be recognised and sets out how the ownership points will be 103 Recognition of equity equivalents for multinationalsDefines how MNCs may apply for recognition of equity equivalent programmes and sets out how ownership points will be SERIES 200 STATEMENT 200 The general principles for measuring management controlSets out the measurement of the effective control of entities by Black SERIES 300 STATEMENT 300 The general principles for measuring skills developmentSets out the measurement of the extent to which employers carry out initiatives designed to develop the competencies of Black employees and Black people internally and SERIES 400 STATEMENT 400 The general principles for measuring enterprise and supplier

10 DevelopmentSets out the measurement of the extent to which: entities buy goods and services from Empowering Suppliers with strong B-BBEE recognition levels; and enterprises carry out supplier development and enterprise development initiatives intended to assist and accelerate growth and sustainability of enterprises owned by Black SERIES 500 STATEMENT 500 The general principles for measuring socio-economic developmentSets out the measurement of the extent to which entities carry out initiatives that contribute towards socio-economic development or sector-specific initiatives that promote access to the economy for Black SERIES 600 STATEMENT 600 Qualifying Small Enterprises (QSE)Specifies the elements of B-BBEE measurable under the QSE scorecard, as well as the applicable measurement 601 Ownership for QSEsSTATEMENT 602 Management control for QSEsSTATEMENT 603 Skills development for QSEsSTATEMENT 604 Enterprise and supplier development for QSEsSTATEMENT 605 Socio-economic development for QSEsSCHEDULE 1 Interpretation and definitionsSets out the interpretation and definitions applicable to the 1 B-BBEE in SOUTH Africa: An Overview67 Are companies required to achieve specific B-BBEE targets in SOUTH Africa?