Shareholders

Financial Literacy Workshop March 2012

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Contents • Key role players • Shareholders • Benefits and risks of being a shareholder • Hlumisa and Eyomhlaba trading price • Rights as a shareholder • Directors • Auditors

• Statement of comprehensive income (Income statement) • Component parts • Operating expenses • Eyomhlaba & Hlumisa cash flow waterfall

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Key role players Shareholders • Invest in the company through the purchase of shares • Each share equal proportionate ownership of the Company Benefits and risks of being a shareholder • Shareholders invest in a Company to achieve a return = dividends + capital growth: • Dividends • May declare a dividend if allowed by law and if directors so decide; • Capital growth • Shareholder makes a profit if shares are worth (or sold for) more than what shareholder paid for the shares. • Shareholder makes a loss if shares are worth (or sold for) less than what shareholder paid for the shares.

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Hlumisa and Eyomhlaba trading price

Net Asset Value (Value based on ABIL share price) Trading price (Average for February 2012) Discount (approximately 50%)

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Eyomhlaba

Hlumisa

R30

R20

R14 ____ R16 ____

R10 ____ R10 ____

Hlumisa and Eyomhlaba trading price Discount is due to the following: 1. Restriction on shareholding exclusive to Black South Africans 2. Shares cannot be used as security 3. After end of lock in period (2011), supply exceeding demand At end of empowerment, the 3 reasons fall away and the discount to the NAV should decrease. NB: Selling of shares is not compulsory. If dispose of shares a shareholder gives up the discount and future possible gains

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Key role players Rights as a shareholder Attend shareholder The meetings that you as a shareholder in Eyomhlaba/Hlumisa may attend are: meetings • The annual general meeting (AGM) • Any general meeting of shareholders

Vote

Appoint a proxy

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Furthermore, you are entitled to attend the above ABIL meetings. Special and ordinary resolutions as set out in the notice of shareholders’ meeting. The number of votes you have is dependent on the number of shares you hold. The more shares you hold, the more votes you have. If you cannot attend a shareholder meeting, you can arrange for someone to go to the meeting on you behalf (appoint a proxy). When you receive the notice of a meeting you will also receive a proxy form with instructions of how to appoint a proxy.

Key role players Directors • Appointed by shareholders to run the affairs of the Company in a manner that enhances shareholders’ wealth; • Directors have a fiduciary duty towards the Company in terms of law (i.e. entrusted to act in the interest of the Company at all times); • Conduct of the directors governed by the Companies Act and the Memorandum of Incorporation of the Company; • The directors approve the annual financial statements presented to the shareholders; • Eyomhlaba’s and Hlumisa’s MOI provide for annual rotation of one-third of directors.

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Key role players Auditors • Present an audit opinion on the annual financial statements as presented in the annual report • An unqualified (“clean”) audit opinion signifies that shareholders can rely on the financial statements as prepared by the directors as being fairly presented • A qualified audit report may indicate an issue in the annual financial statements and needs to be read carefully • Shareholders approve the reappointment of auditors annually at the AGM

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Statement of comprehensive income The component parts of Eyomhlaba/Hlumisa’s comprehensive income are: Nature

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Dividends received

Dividends received on the ABIL ordinary shares held during the year. The dividends received are used to purchase ABIL shares, after providing for expenses (and preference dividends)

Interest received

Interest on funds invested in the various bank accounts

Administration fees – Trading

Fees paid by buyers and sellers of shares

Operating expenses

Analysed below

Finance costs

Preference dividend (interest) on preference shares (loan) and interest payable on bridge loan

Current taxation charge

Income tax calculated based on interest income plus trading administration fees less trading platform operating costs

Net gains and losses arising on revaluation of available-for-sale assets

Increases or decreases in the value of ABIL shares held

Statement of comprehensive income Operating expenses comprise the following items: Expense type

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Nature of expense

Administration fees

Fees paid for transfer secretary and administration services.

Audit fees

Fees paid to Nkonki Inc. for audit services. The fee is paid in arrears (i.e. the amount paid in 2011 is for the 2010 financial year audit)

Courier, postage and stationery

Costs of mailing correspondence, annual and interim reports to shareholders.

Directors’ fees

Paid to directors that are not employed by ABIL

Legal fees

Legal fees incurred on various matters.

Meeting costs

Costs of AGM and roadshows

Printing and designing costs

Costs of designing and printing interim report, annual reports, prospectus, share certificates, statements, etc.

Other costs

Miscellaneous costs such as branding and travel costs

OTC trading platform administration fees

Fees paid to the share trading desk administrator

Eyomhlaba & Hlumisa cash flow waterfall

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Thank you

Disclaimer African Bank Investments Limited, Hlumisa Investment Holdings and Eyomhlaba Investment Holdings Limited are not investment or legal advisors. If you require advice on your investment in Hlumisa Investment Holdings Limited Eyomhlaba Investment Holdings Limited, you should consult an investment and/or legal advisor. This presentation does not replace the Hlumisa and Eyomhlaba prospectuses and Hlumisa and Eyomhlaba Memorandums of Incorporation. If anything in this presentation is different to what is stated in the Hlumisa and Eyomhlaba prospectuses and/or Memorandums of Incorporation, the Hlumisa and Eyomhlaba prospectus and Memorandums of Incorporation take precedence. Furthermore, African Bank Investments Limited, Hlumisa Investment Holdings Limited and Eyomhlaba Investment Holdings Limited will not be responsible in any way if anything has been omitted from this presentation or if anything stated in the presentation is incorrect.