JSE Limited Listings Requirements

1 JSE Limited Listings Requirements Introduction The definitions contained in the Definitions section of these Listings Requirements apply to this Introduction. Objectives It is an integral function of the JSE to provide facilities for the listing of securities (including securities issued by companies, domestic or foreign), to provide the JSE s users with an orderly market place for trading in such securities and to regulate the market accordingly. The Listings Requirements set out in this document apply to companies seeking a listing for the first time, presently listed companies, all other securities that applicants may wish to list and those presently listed and, where applicable, to directors (as defined in each relevant section) of applicant issuers and to sponsors.

2 The Listings Requirements contain the rules and procedures governing new applications, all corporate actions and continuing obligations applicable to issuers and issuers of specialist securities. They are furthermore aimed at ensuring that the business of the JSE is carried on with due regard to the public interest. General Principles It is impracticable and undesirable for the JSE s Requirements and procedures to attempt to govern all circumstances that may arise in commercial practice. Accordingly, the Listings Requirements fall into two categories as follows: (a) general principles ( the General Principles ) which are set out below and which must be observed in all corporate actions and also in all submissions pertaining to securities listed and to be listed; and (b) the main body of the Listings Requirements ( the main body ) which consists of the sections, schedules and practice notes.

3 The main body is derived from the application and interpretation of the General Principles by the JSE. Moreover, the spirit of the General Principles and the main body may be applied by the JSE in areas or circumstances not expressly covered in the Listings Requirements . The JSE has discretion to modify the application of a requirement contained in the main body in exceptional circumstances, for example when the JSE considers that the strict application of the requirement would conflict with the General Principles. Accordingly, users of the Listings Requirements must at all times observe the spirit as well as the precise wording of the General Principles and main body. If there is any doubt as to the interpretation or application of the Listings Requirements , users must consult the JSE.

4 The General Principles are as follows: (i) to ensure the existence of a market for the raising of primary capital, an efficient mechanism for the trading of securities in the secondary market, and to protect investors; (ii) to ensure that securities will be admitted to the List only if the JSE is satisfied that it is appropriate for those securities to be listed; (iii) to ensure that full, equal and timeous public disclosure is made to all holders of Objectives amended with effect from 15 October 2007. securities and the general public at large regarding the activities of an issuer that are price sensitive; (iv) to ensure that holders of relevant securities are given full information and are afforded adequate opportunity to consider in advance and vote upon any of the following: (1) substantial changes in an issuer s business operations; and (2) other matters affecting a listed company s constitution or the rights of holders of securities; (v) to ensure that all parties involved in the dissemination of information into the market place, whether directly to holders of relevant securities or to the public, observe the highest standards of care in doing so.

5 (vi) to ensure that all holders of the same class of securities of an issuer are accorded fair and equal treatment in respect of their securities; and (vii) to ensure that the Listings Requirements , and in particular the continuing obligations, promote investor confidence in standards of disclosure and corporate governance in the conduct of applicant issuers affairs and in the market as a whole. Competent authority The JSE is the holder of an exchange licence in terms of the provisions of the FMA. A company wishing to have its securities dealt on the JSE must apply for a listing and must be in compliance with the Requirements of the JSE before being granted such listing . The Board of the JSE is the competent authority responsible for: the list of the securities which may be dealt on the JSE; applications by applicant issuers for the listing of securities on the JSE; and the annual revision of the List.

6 The Board of the JSE has delegated its authority in relation to the Listings Requirements , excluding removal of Listings initiated at the instance of the JSE (which authority has been delegated to the JSE s executive committee), to the management of the Issuer Regulation Division. When a Listings matter is considered by the JSE, representatives of the issuer and other advisers may accompany the relevant sponsor, any of whom may, subject to the JSE s consent, address the meeting. The JSE reserves the right to limit the number of persons attending such meetings. Competent authority amended with effect from 15 October 2007 and 15 January 2014. Termination or terminated (in relation to listed securities or an issuer) amended to removal or removed as used in the FMA with effect from 15 January 2014.

7 Definitions Throughout these Listings Requirements , unless otherwise stated or the context requires otherwise, an expression which denotes any gender includes other genders and the following terms will have the meanings set out below: Term Meaning acquisition issue an issue of securities in consideration for an acquisition of assets or net assets or an issue of securities for an acquisition of, or an amalgamation/merger with, another company in consideration for the securities of that other company and specifically excluding issues for cash the Act or the Companies Act the Companies Act, 2008 (Act No. 71 of 2008), as amended, or any law that may replace it wholly or in part, from time to time acting in concert co-operation for a common purpose by two or more persons pursuant to an agreement, arrangement or understanding, whether formal or informal, between them.

8 And associates shall be deemed to be so co-operating unless proven otherwise admission or admission to listing admission of securities to listing on the JSE, and admitted shall be construed accordingly amalgamation/merger shall bear the meaning ascribed thereto in the Act amalgamation/merger issue refer to the definition of acquisition issue announce or announcement an announcement of information through SENS in accordance with SENS Procedural Requirements as contained in Schedule 9 and in the media, if required in terms of the Appendix 1 to Section 11 annual general meeting shall bear the meaning ascribed thereto in the Act applicant or applicant issuer an issuer, or an issuer of specialist securities, or a new applicant associate associate in relation to an individual means: 1 that individual s immediate family; and/or 2 the trustees, acting as such, of any trust of which the individual or any of the individual s immediate family is a beneficiary or discretionary subject, including trustees of a trust without nominated beneficiaries, but who have been provided with a letter of wishes or similar document or other instruction, including a verbal instruction, naming desired beneficiaries (other than a trust that is either an occupational pension scheme, or an employees share scheme that does not, in either case, have the effect of conferring benefits on the individual or the individual s family).

9 And/or 3 any trust, in which the individual and/or his family JSE Securities Exchange South Africa changed to JSE Limited with effect from 1 July 2005. Similarly Listings Division changed to Issuer Services Division with effect from 1 May 2005. acquisition issue definition amended with effect from 1 May 2011. the Act or the Companies Act definition amended with effect from 1 May 2011. amalgamation/merger definition introduced with effect from 1 May 2011. annual general meeting definition introduced with effect from 1 May 2011. associate 2 of the definition amended with effect from 30 September 2014. associate 3 of the definition was inserted with effect from 30 September 2014. referred to in 1 above, individually or taken together have the ability to control 35 % of the votes of the trustees or to appoint 35% the trustees, or to appoint or change 35 % of the beneficiaries of the trust.

10 Without derogating from the above, and for the purposes of this definition, the term trust may also be replaced with any other vehicle or arrangement set up for similar purposes to that of a trust; and/or 4 any company in whose equity securities the individual or any person or trust contemplated in 1 or 2 above, taken together, are directly or indirectly beneficially interested, or have a conditional, contingent or future entitlement to become beneficially interested, and that the individual or any person or trust contemplated in 1 or 2 above are, or would on the fulfilment of the condition or the occurrence of the contingency be, able: (a) to exercise or control the exercise of 35% or more of the votes able to be cast at general meetings on all, or substantially all, matters.