NVEST FINANCIAL HOLDINGS LIMITED (formerly NVest Financial Holdings (RF) Proprietary Limited and in the process of being

changed from NVest Financial Holdings (RF) Limited) (Incorporated in the Republic of South Africa)

(Registration number 2008/015990/06) (“NVest” or “the Company”)

ISIN Code: ZAE000199865 JSE Code: NVE

PROSPECTUS

Prepared and issued in terms of the JSE Listings Requirements and the Companies Act, 2008 (No. 71 of 2008), as amended (“the Act”), relating to a Private Placing and Preferential Offer for subscription of NVest ordinary Shares by way of: an offer by the Company by way of a Private Placing of 4 000 000 shares at 100 cents

each and a Preferential Offer for subscription of 22 250 000 shares of 100 cents each, totalling 26 250 000 ordinary no par value Shares in the issued share capital of the Company at an issue price of 100 cents per ordinary Share; and

the subsequent listing of up to 205 129 362 ordinary Shares of 100 cents each in NVest on the Alternative Exchange (“AltX”) of the JSE.

Opening date of the Private Placement (comprising the Private Placing and Preferential Offer) at 09h00 on

Monday, 25 May 2015

Closing date of the Private Placement (comprising the Private Placing and Preferential Offer) at 12h00 on*

Tuesday, 26 May 2015

Anticipated listing date on AltX at commencement of trade on Friday, 29 May 2015*Shareholders wishing to subscribe for ordinary Shares in dematerialised form must advise their Central Securities Depository Participant (“CSDP”) or broker of their acceptance of the Private Placement of Shares in the manner and within the cut-off time stipulated by their CSDP or broker. In the event of an over-subscription in terms of the Private Placement, the Directors will adjust the allocation of applicants on an equitable basis in accordance with paragraph 5.18 of the JSE Listings Requirements. The Shares placed in terms of this Prospectus will rank pari passu with the existing ordinary Shares in NVest and rank equally as to voting, share in profits, dividends and distributions. At the date of closing of the Private Placement and assuming that the Private Placement is fully subscribed, NVest share capital will comprise 1 000 000 000 authorised ordinary Shares of no par value and 205 129 362 issued ordinary Shares of no par value with stated capital of R68 765 694 (before write off of share issue expenses). There will be no convertible or redeemable Shares issued. There is no minimum subscription in terms of the Private Placement. The listing will only be subject to meeting the minimum spread requirements for companies listing on the AltX as detailed below. The Company is required to meet the minimum spread requirement of at least 10% to be held by the general public as defined in the JSE Listings Requirements, which will amount to approximately R10 250 000 or 10 250 000 shares at 100 cents per share. In the event that this is not achieved, monies will be refunded to all applicants. The Company already has public shareholders holding more than 5%.

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The JSE has granted NVest a listing in respect of up to 205 129 362 ordinary Shares on the AltX under the abbreviated name “NVest”, share code “NVE” and ISIN ZAE000199865. It is anticipated that the listing of the Shares on AltX will become effective from the commencement of business on or about Friday, 29 May 2015 or such later date as granted by the JSE. The Private Placement has not been underwritten as disclosed in paragraph 1.6 of this Prospectus. The Company does not have any Treasury Shares or debentures in issue. Applications for ordinary Shares in NVest must be for a minimum of 10 000 ordinary Shares at 100 cents per share, amounting to R10 000, and in multiples of 100 ordinary Shares thereafter. Fractions of Shares in NVest will not be issued. The Shares in NVest will be tradable on the JSE in dematerialised form only and, as such, all investors who elect to receive their ordinary Shares in NVest in certificated form, will have to dematerialise their certificated Shares should they wish to trade therein. The Directors, whose names are given in paragraph 1.2 of this document, collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, that all reasonable enquiries to ascertain such facts have been made and that the Prospectus contains all information required by law and the JSE Listings Requirements. The Designated Advisor, Auditors and Reporting Accountants, Attorney, Commercial Banker and Transfer Secretaries, whose names are set out in this Prospectus, have given and have not, prior to registration, withdrawn their written consents to the inclusion of their names in the capacities stated. An English copy of this Prospectus, accompanied by the documents referred to under “Registration of Prospectus” in paragraph 4.2 of this Prospectus, was registered by the Commissioner on 22 May 2015 in terms of Regulation 52(5) of the Companies Act, 2008 (No. 71 of 2008), as amended.

Designated Advisor Arbor Capital Sponsors

Attorney Cooper Conroy Bell and Richards Inc.

Stockbroker NVest Securities Proprietary Limited

Auditor, Reporting Accountants Grant Thornton Cape Incorporated

Date of issue: Monday, 25 May 2015

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CORPORATE INFORMATION AND ADVISORS Company secretary [Regulation 58(2)(b(iii)] B.J. Connellan CFP® B.Com PGDFP Advanced Investments MIFM M.Inst.D. 127 Cape Road Mount Croix Port Elizabeth, 6057 (PO Box 8132, Nahoon, 5210)

Business and Registered Office 127 Cape Road Mount Croix Port Elizabeth, 6057 (PO Box 8132, Nahoon, 5210)

Designated Advisor Arbor Capital Sponsors Proprietary Limited (Registration number 2006/033725/07) Ground Floor, One Health Building Woodmead North Office Park 54 Maxwell Drive Woodmead, 2157 (Suite # 439, Private Bag X29, Gallo Manor, 2052)

Reporting accountants and auditor [Regulation 58(2)(b(i)] Grant Thornton Cape Incorporated (Registration Number 2010/016204/21) Practice Number: 925438 119 Hertzog Boulevard Foreshore, Cape Town South Africa (PO Box 2275, Cape Town, 8001)

Group Bankers [Regulation 58(2)(b(ii)] Nedbank Limited (Registration Number 1951/000009/06) 71 Oxford Street East London, 5201 (PO Box PO BOX 379, East London, 5200)

Transfer Secretaries Computershare Investor Services Proprietary Limited (Registration Number 2004/003647/07) 70 Marshall Street Johannesburg, 2001 (PO Box 61051 Marshalltown, 2107)

Attorney [Regulation 58(2)(b(ii)] Cooper Conroy Bell and Richards Inc. (Registration Number 1983/013472/21) 26 Pearce Street Berea East London Eastern Cape, 5241 (P.O. Box 19402,Tecoma 5214)

Stockbroker NVest Securities Proprietary Limited (Registration Number 2008/015192/07) (Member of the JSE Limited) Financial Services Board Licence No: 44699 NFB House 42 Beach Road Nahoon, 5241 (PO Box 8041, Nahoon,, 5210)

Place and date of incorporation South Africa, 3 July 2008

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IMPORTANT INFORMATION The definitions and interpretations commencing on page 7 of this Prospectus apply to this section on important Information. FORWARD-LOOKING STATEMENTS This Prospectus contains statements about the Company that are or may be forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook for the Group; growth prospects and outlook for operations, individually or in the aggregate; and liquidity and capital resources and expenditure. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as "believe", "aim", "expect", "anticipate", "intend", "foresee", "forecast”, “likely", "should", “budget” "planned", "may", "estimated", "potential" or similar words and phrases. Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, estimates of capital expenditures, acquisition strategy, future capital expenditure levels, and other economic factors, such as, inter alia, interest rates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which the Company operates may differ materially from those made in, or suggested by, the forward-looking statements contained in this Prospectus. All these forward-looking statements are based on estimates and assumptions made by the Company, all of which estimates and assumptions, although the Company believes them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Many factors (including factors not yet known to the Company, or not currently considered material) could cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those estimates, statements or assumptions. Offerees should keep in mind that any forward-looking statement made in this Prospectus or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of the Company not to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement are not known. The Company has no duty to, and does not intend to, update or revise the forward-looking statements contained in this Prospectus after the date of this Prospectus, except as may be required by law. FOREIGN PERSONS This Prospectus has been prepared for the purposes of complying with the Companies Act and the regulations published in terms thereof and the information disclosed may not be the same as that which would have been disclosed if this Prospectus had been prepared in accordance with the laws and regulations of any jurisdiction outside of South Africa.

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The release, publication or distribution of this Prospectus in jurisdictions other than South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about, and observe any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This Prospectus and any accompanying documentation is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities in any jurisdiction in which it is illegal to make such an offer, invitation or solicitation, or such offer, invitation or solicitation would require the Company to comply with filing and/or other regulatory obligations. In those circumstances this Prospectus and any accompanying documentation are sent for information purposes only and should not be copied or redistributed. Persons who are not resident in South Africa must satisfy themselves as to the full observance of the laws of any applicable jurisdiction concerning their participation in the Private Placement, including any requisite governmental or other consents, observing any other requisite formalities and paying any transfer or other taxes due in such other jurisdictions. The Company accepts no responsibility for the failure by any person to inform himself/herself about, and/or to observe any applicable legal requirements in any relevant jurisdiction. The distribution of this Prospectus in jurisdictions outside South Africa and Australia may be restricted by law and persons who come into possession of it who are not in South Africa or Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Neither the Shares nor the Prospectus have, nor will they be, registered under the US Securities Act, 1933 or with the regulatory authority of any state or jurisdiction of the United States of America or under the applicable laws of the United Kingdom, Canada, or Japan and may not be offered, sold, pledged or otherwise transferred in the United States of America or to any national, resident or subject of the United Kingdom, Canada, or Japan. Neither this document nor any copy of it may be sent to or taken into the United State of America, Canada, or Japan.

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TABLE OF CONTENTS

Page Corporate information and advisors 2Important information 3Definitions and interpretations 7Prospectus 14Documents and consents available for inspection 14Section 1 - Information about the Company whose securities are being placed 151.1 Name, address and incorporation 15

1.2 Directors, prescribed officers and other office holders, or material third parties 15

1.3 History, state of affairs and prospects of Company 271.4 Share capital of the Company 351.5 Options or preferential rights in respect of Shares 361.6 Commissions paid or payable in respect of underwriting 371.7 Material contracts 371.8 Interests of Directors and promoters 381.9 Loans 401.10 Shares issued or to be issued otherwise than for cash 411.11 Property acquired or to be acquired 411.12 Amounts paid or payable to promoters 411.13 Preliminary expenses and issue expenses 41

Section 2 - Information about the placed securities 432.1 Purpose of the Private Placement 432.2 Time and date of the opening and closing of the Private Placement 432.3 Particulars of the Private Placement 442.4 Minimum subscription 472.5 The Company’s shareholding 47

Section 3 – Statements and Reports relating to the Private Placement 513.1 Statement as to adequacy of capital 513.2 Report by Directors as to material changes 513.3 Statement as to listing on a stock exchange 513.4 Report by auditor where business undertaking is to be acquired 513.5 Report by auditor where the Company will acquire a subsidiary 513.6 Report by the auditor of the Company 52

Section 4 – Additional material information 534.1 Litigation statement 534.2 Experts’ consents 534.3 Directors’ responsibility statement 534.4 Vendors and controlling shareholders 53

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Section 5 – Inapplicable or immaterial matters 54 Annexures 1 Financial information required in terms of regulation 79 of the Companies

Act 55

2 Report by the auditor in terms of regulation 79 of the Companies Act 583A Historical consolidated financial information of the Group for the financial

years ended 28 February 2014, 28 February 2013 and 29 February 2012 60

3B Reviewed results for the six months ended 31 August 2014 1044 Independent reporting accountants’ report on this historic financial

information of the Group 109

5 Pro forma financial information of the Group 1116 Independent reporting accountant’s report on the pro forma financial

information of the Group 117

7 Alterations to share capital and premium on Shares 1198 Material borrowings, material loans receivable and inter-company loans 1219 Other directorships held by Directors of NVest 12310 Subsidiary companies 12711 Details of immovable property leased from third parties 13112 Curricula vitae of the Directors of NVest 13213 Extracts from the NVest MOI 13814 King Code on Corporate Governance 14715 Analysis of risks facing shareholders 16416 Salient features of the Share Incentive Scheme 166 Share application form 173

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DEFINITIONS AND INTERPRETATIONS In this Prospectus and the annexures hereto, unless the context indicates otherwise, references to the singular include the plural and vice versa, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations of persons and vice versa, and the words in the first column hereunder have the meanings stated opposite them in the second column, as follows: “Andrew Vincent Kent”

Andrew Vincent Kent (ID number 6102165006006), an Executive Director of NVest of NFB House, 42 Beach Road, Nahoon, East London, 5241;

“Andrew and Heather Kent Trust”

The Andrew and Heather Kent Trust, a trust registered with Master’s reference number No. IT 699/2005, the trustees of which are Andrew Vincent Kent, Heather Cheryl Kent and Travis Henry McClure, the family trust of Andrew Vincent Kent, a Director of the Company;

“Anthony Denis Godwin”

Anthony Denis Godwin (ID number 5910275002082), the Chief Executive Officer of NVest of NFB House, 42 Beach Road, Nahoon, East London, 5241;

“Arbor Capital Sponsors”

Arbor Capital Sponsors Proprietary Limited, (Registration number 2006/033725/07), a private company duly incorporated in accordance with the laws of South Africa and the designated advisor to NVest;

“auditor” or “independent reporting accountants” or “Grant Thornton”

Grant Thornton Cape Inc. (Registration number 2010/016204/21), the auditor and independent reporting accountant to NVest;

“Basil Andrew Russell”

Basil Andrew Russell, (ID number 4502275090083) an Executive Director of NVest Securities of NFB House, 42 Beach Road, Nahoon, East London, 5241;

“BBBEE Act” The Broad-Based Black Economic Empowerment Act, 2003 (Act 53 of 2003), as amended;

“BEE” or BBBEE” the economic empowerment of all black people, including women, workers, youth, people with disabilities and people living in rural areas, through diverse but integrated socio-economic strategies as defined in the BBBEE Act;

“Board of Directors” or “the Board”

the present board of Directors of NVest, further details of whom appear in paragraph 1.2 of this Prospectus;

“Brendan Joseph Connellan”

Brendan Joseph Connellan, (ID number 7411205086087) an Executive Director and Company Secretary of NVest of NFB House, 42 Beach Road, Nahoon, East London, 5241;

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“broker” or “stockbroker”

any person registered as a “broking member (equities)” in terms of the Rules of the JSE made in accordance with the provisions of the FMA;

“business day”

any day other than a Saturday, Sunday or gazetted national public holiday in South Africa;

“certificated Shareholders”

holders of certificated Shares;

“certificated Shares”

issued ordinary Shares which have not been dematerialised, title to which is represented by share certificates or other physical documents of title;

“CIPC” the Companies and Intellectual Property Commission (formerly CIPRO);

“common monetary area”

South Africa, the Republic of Namibia and the Kingdoms of Swaziland and Lesotho;

“Companies Act” or “the Act”

the Companies Act, 2008 (Act 71 of 2008), as amended;

“Company Secretary”

Brendan Joseph Connellan, being the current Company Secretary of NVest;

“controlling shareholders”

the controlling shareholders of NVest before and after the Private Placement, being the Directors of the Company;

“CSDP” a Central Securities Depository Participant, accepted as a participant in terms of the FMA, appointed by an individual shareholder for purposes of, and in regard to, the dematerialisation of documents of title for purposes of incorporation into Strate;

"dematerialise" the process whereby certificated shares are converted into electronic format for purposes of Strate and are no longer evidenced by documents of title, and "dematerialised shares" will have a corresponding meaning;

“Directors” the Directors of the Company whose details are set out in paragraph 1.2 and Annexure 12 to this Prospectus;

“documents of title”

share certificates, certified transfer deeds, balance receipts or any other documents of title acceptable to NVest in respect of Shares;

“EBITDA”

earnings before interest, taxation, depreciation and amortisation;

“Elldan Trust” Elldan Trust, a trust registered with master’s reference No. IT020142/2014, the trustees of which are Philip Barry Bartlett, Kim Bartlett and Wendy Counihan, the family trust of Philip Barry Bartlett, an Executive Directors of NVest;

“emigrant” an emigrant from South Africa whose address is outside the common monetary area;

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“Exchange Control Regulations”

the Exchange Control Regulations, promulgated in terms of Section 9 of the Currency and Exchanges Act, 1933 (Act 9 of 1933), as amended;

“FMA” the Financial Markets Act, 2012 (Act 19 of 2012) as amended;

“Frank Terence Knox”

(Identity number 5605195017083), the Financial Director of NVest of NFB House, 42 Beach Road, Nahoon, East London, 5241;

“FSB” Financial Services Board, an independent institution established by Statute to oversee the South African Non-Banking Financial Services Industry in the public interest;

“Gavin Robin Ramsay”

(Identity number 7206205028083), an Executive Director of NVest of NFB House, 42 Beach Road, Nahoon, East London, 5241;

“The Gavin Ramsay Family Trust”

The Gavin Ramsay Family Trust, a trust registered with master’s reference No. IT 609/99, the trustees of which are Gavin Robin Ramsay, Beverley Ramsay and Anthony Denis Godwin, the family trust of Gavin Robin Ramsay, a Director of the Company;

“Godwin Trust” Godwin Family Trust, a trust registered with master’s reference number No. TM6185, the trustees of which are Anthony Denis Godwin, Deborah Anne Godwin and Gavin Robin Ramsay, the family trust of Anthony Denis Godwin, a Director of the Company;

“Gray Family Trust” Gray Family Trust, a trust registered with master’s reference No. IT 899/2006, the trustees of which are Anthony Wakelyn Gray, Cheryle Lynn Gray and Gary Brian Klinkradt, the family trust of Anthony Wakelyn Gray, a director of NFB Insurance Brokers (Border) Proprietary Limited, being a subsidiary of NVest as at the last practicable date;

“the Group” or “NVest Group”

NVest and its Subsidiaries from time to time;

“IFRS”

International Financial Reporting Standards, which comprise standards and interpretations approved by the International Accounting Standards Board, International Financial Reporting Interpretations Committee and International Accounting Standards, and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee;

“IT” Information Technology;

“Independent Executor and Trust” or “IET”

Independent Executor and Trust Proprietary Limited (registration number 2008/018611/07) a private company duly incorporated in accordance with the laws of South Africa, being a 70% owned subsidiary of NVest;

“John Philip Ross-Smith” or “JP Ross-Smith”

John Philip Ross-Smith, (Identity number 4512035043181), an Independent Non-Executive Director of NVest of NFB House, 42 Beach Road, Nahoon, East London, 5241;

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“Jonathan Goldberg” or “J. Goldberg”

Jonathan Goldberg (Identity number 6205275126083), the Independent Non-Executive Chairman of NVest of NFB House, 42 Beach Road, Nahoon, East London, 5241;

“JSE” Johannesburg Stock Exchange;

“JSE Limited” the JSE Limited, (Registration number 2005/022939/06), a public company duly registered and incorporated with limited liability in accordance with the laws of South Africa and licensed as an exchange under the FMA;

“JSE Listings Requirements”

the Listings Requirements of the JSE, as amended from time to time;

“King Code” or “King III”

the King Report on Corporate Governance, 2009, which was released on 1 September 2009 and came into effect on 1 March 2010;

“last practicable date”

the last practicable date prior to the finalisation of this Prospectus, being Friday, 15 May2015;

“Listing” the listing of the Company on the AltX of the JSE;

“McClure Family Trust”

McClure Family Trust, a trust registered with master’s reference No. IT000076/2015(E), the trustees of which are Travis Henry McClure, Juliet McClure and Gary Brian Klinkradt, the family trust of Travis Henry McClure, a Director of the Company;

“MOI” the Memorandum of Incorporation of the Company as amended from time to time;

“non-resident” a person whose registered address is outside the common monetary area and who is not an emigrant;

“NFB Finance Brokers Eastern Cape”

NFB Finance Brokers Eastern Cape Proprietary Limited, (registration number 2003/030583/07) (Financial Services Provider Number 16300), a private company duly incorporated in accordance with the laws of South Africa, being a wholly-owned subsidiary of NVest;

“NFB Finance Brokers Port Elizabeth”

NFB Finance Brokers Port Elizabeth Proprietary Limited (registration number 2005/025001/07) (Financial Services Provider number 26362) a private company duly incorporated in accordance with the laws of South Africa, being a 65% owned subsidiary of NVest;

“NFB Insurance Brokers (Border)”

NFB Insurance Brokers (Border) Proprietary Limited (registration number 1996/010593/07 (Financial Services Provider number 8932), a private company duly incorporated in accordance with the laws of South Africa, being a 76% owned subsidiary of NVest;

“NFB Finance Brokers Western Cape”

NFB Finance Brokers Western Cape Proprietary Limited, (registration number 2006/035387/07, a private company duly incorporated in accordance with the laws of South Africa, being a wholly owned subsidiary of NVest;

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“NFB Private Wealth Management” or “NFB”

the Trading Name of both NFB Finance Brokers Eastern Cape and NFB Finance Brokers Port Elizabeth;

“NVest” or “the Company”

NVest Financial Holdings Limited (Registration number 2008/015990/06) (formerly NVest Financial Holdings (RF) Proprietary Limited and in the process of being changed from NVest Financial Holdings (RF) Limited per shareholder resolution dated 15 May 2015), a public company duly incorporated in accordance with the laws of South Africa on 3 July 2008 as a private company, having as its registered address 127 Cape Road, Mount Croix, Port Elizabeth, 6057 which company will be listing on the AltX of the JSE;

“NVest Property Services”

NVest Property Services Proprietary Limited (registration number 2005/041916/07, a private company duly incorporated in accordance with the laws of South Africa, being a 76% owned subsidiary of NVest;

“NVest Securities ” NVest Securities Proprietary Limited (registration number 2008/015192/07) a member of the JSE, a private company duly incorporated in accordance with the laws of South Africa, being a wholly-owned subsidiary of NVest;

“ordinary Shares” or “Shares”

ordinary Shares in the share capital of the Company, having no par value;

“own-name registration”

registration in own-name of shareholders who hold/will hold ordinary Shares which have been dematerialised and are recorded by a CSDP on the sub-register kept by that CSDP in the name of such shareholder;

“Preferential Offer” the placing of up to 22 250 000 Shares by NVest to Directors, employees, pensioners and direct business associates, including clients, suppliers and other parties with whom there exists a direct and enduring contractual relationship, which Preferential Offer will be by means of a non-transferable application form bearing the name of the specific party and stating a maximum number of securities that may be subscribed for in that application;

“Philip Barry Bartlett”

Philip Barry Bartlett, (Identity number 7409145137085), an Executive Director of NVest of NFB House, 42 Beach Road, Nahoon, East London, 5241;

“Private Placement”

the private placing of 4 000 000 Shares by way of a Prospectus to individuals, institutions, companies, stockbrokers and other entities;

“Private Placing” the Preferential Offer and the Private Placement as detailed in this Prospectus;

“Prospectus” or “this Prospectus”

this bound document dated 25 May 2015, including all annexures and enclosures thereto;

“Rand” or “R” or “cents”

South African Rand or cents, the official currency of South Africa;

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“Rayner Sparg Trust”

The Rayner Sparg Family Trust, a trust registered with master’s reference number 26/9/5-5/93, the trustees of which are Shane Sparg, Neville Sparg and Denzil Pottinger, the family trust of the late Rayner Sparg, and which Trust is a shareholder of the Company with a direct interest of 5.01% of the Company’s Issued share capital, prior to the implementation of the Private Placement and Preferential Offer;

“register” the register of NVest shareholders;

“Repurchase” the repurchase of shares, as contemplated in section 48 of the Companies Act; of the Repurchase Shares in terms of the Repurchase Agreement;

“Repurchase Agreement”

the agreement entered into between Sasfin, Godwin Family Trust, The Gavin Ramsay Family Trust, Andrew and Heather Kent Trust, Connellan, Basil Andrew Russell and NVest, in terms of which, NVest agreed to repurchase the Repurchase Shares;

“Repurchase Consideration”

the amount of R60 999 183 plus additional amounts that will accrue from 01/01/2015 until date of payment on the outstanding balance payable to Sasfin by NVest in terms of the Repurchase Agreement;

“Repurchase Shares”

95 (ninety five) ordinary par value shares of R1.00 (one Rand) each, held by Sasfin;

“Robert More McIntyre”

Robert More McIntyre (Identity number 7406155061080), the Corporate Finance Director of NVest of NFB House, 42 Beach Road, Nahoon, East London, 5241;

“SARB” the South African Reserve Bank;

“Sasfin” Sasfin Financial Services Proprietary Limited, (Registration number 2006/016414/07), a company duly incorporated in accordance with the laws of South Africa;

“Sasfin Securities” Sasfin Securities Proprietary Limited (Registration number 1996/005886/07), a company duly incorporated in accordance with the laws of South Africa;

“SENS” the Stock Exchange News Service of the JSE;

“shareholders” the holders of issued ordinary Shares;

“Share Incentive Scheme”

the Company’s share incentive scheme approved by shareholders on 31 March 2015, implemented for the purpose of incentivising the Company’s Executives and employees, details of which are set out in Annexure 16 of this Prospectus;

“Siviwe Relebohile Kwatsha” or “SR Kwatsha”

Siviwe Relebohile Kwatsha, (Identity number 7810105328087), an Independent Non-Executive Director of NVest of NFB House, 42 Beach Road, Nahoon, East London, 5241;

“South Africa” or “the Republic”

the Republic of South Africa;

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“Strate” the settlement and clearing system used by the JSE, managed by Strate Proprietary Limited, (Registration number 1998/022242/07), a private company duly incorporated in accordance with the laws of South Africa;

“Subsidiaries” NFB Finance Brokers Eastern Cape NFB Finance Brokers Port Elizabeth, NFB Finance Brokers Western Cape, NVest Securities, NVest Property Services, Independent Executor and Trust and NFB Insurance Brokers (Border), being subsidiary companies of NVest as at the last practicable date, full details of which are disclosed in Annexure 10 of this Prospectus;

“Transfer Secretaries” or “Computershare”

Computershare Investor Services Proprietary Limited, (Registration number 2004/003647/07) having its registered address at 70 Marshall Street, Johannesburg, 2001 (PO Box 61051 Marshalltown, 2107),;a private company duly incorporated in accordance with the laws of South Africa, and the Transfer Secretaries to NVest; and

“Trusts” Godwin Trust, The Gavin Ramsay Family Trust, McClure Family Trust, Andrew and Heather Kent Trust and Elldan Trust;

“Trust Beneficiaries”

Beneficiaries of the Trusts, whose details appear in the Trust Deeds and in ;

“Trust Deeds” Trust Deeds of the Trusts, which form part of the documents available for inspection as details in this Prospectus;

“Travis Henry McClure”

Travis Henry McClure (Identity number 7408285085088), an Executive Director of NVest of NFB House, 42 Beach Road, Nahoon, East London, 5241;

“VAT” Value-Added Taxation.

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NVEST FINANCIAL HOLDINGS LIMITED (formerly NVest Financial Holdings (RF) Proprietary Limited)

(Incorporated in the Republic of South Africa) (Registration number 2008/015990/06)

(“NVest” or “the Company”) ISIN Code: ZAE000199865 JSE Code: NVE

PROSPECTUS DOCUMENTS AND CONSENTS AVAILABLE FOR INSPECTION In terms of Regulation 53 of the Companies Regulations and section 7G of the JSE Listings Requirements, certified copies of the following documents will be available for inspection at the registered office of the Company from the date of this Prospectus being Monday, 25 May 2015 until the 10th Business Day following the closing of the Private Placement on Tuesday, 26 May2015: the MOI and the MOI of the Subsidiaries; the Share Incentive scheme; the Prospectus, including the subscription form; Trust Deeds; Executive Directors’ Restraint of Trade; the report of the auditor in accordance with regulation 79 of the Companies Act as set

out in Annexure 2 of this Prospectus; the independent reporting accountant’s reports on the Group’s historical financial

information as set out in Annexure 4 of this Prospectus; the independent reporting accountants’ report on the reviewed pro forma financial

information of the Group as set out in Annexure 6 of this Prospectus; the material contracts as detailed in Section 1, paragraph 1.7; the employment agreements with Directors, managers and the retainer agreement

with the Company Secretary, where applicable; the written consent of each of the persons referred to in Section 1, paragraph 1.2.3 of

this Prospectus; and the written power of attorney executed by each Director of the Company not signing

the Prospectus.

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SECTION 1 – INFORMATION ABOUT THE COMPANY WHOSE SECURITIES ARE BEING PLACED 1.1 Name, address and incorporation

Company Name

NVest Financial Holdings Limited [Regulation 57(1)(a)]

Registration Number 2008/015990/06 [Regulation 57(1)(a) Business Address NFB House, 42 Beach Road [Regulation 57(1)(b)(i)]

Nahoon East London, 5241 (PO Box 8132, Nahoon, 5210)

Registered Address 127 Cape Road[Regulation 57(1)(b)] Mount Croix Port Elizabeth, 6057 (PO Box 8132, Nahoon, 5210)

Address of Transfer Secretaries

Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07) 70 Marshall Street Johannesburg, 2001 (PO Box 61051Marshalltown, 2107) [Regulation 57(1)(b)(ii)]

Date and place of Incorporation

3 July 2008 in South Africa [Regulation 57(1)(c)]

1.1.1 Details of the holding company of NVest [Regulation 57(3)(a)]

NVest does not have a holding company and is controlled by the Directors of NVest.

1.1.2 Details of the subsidiary companies of NVest [Regulations 57(3)(b)]

Details of the Company’s subsidiaries are listed in Annexure 10. 1.2 Directors, other office holders, or material third parties [Regulation 58] 1.2.1 Directors of the Company [Regulation 58(2)(a),(3)(a)]

Directors of NVest:

Anthony Denis Godwin (55) Nationality South African Identity Number 5910275002082 Business address NFB House, 42 Beach Road, Nahoon, East London,

5241 Appointment date 3 July 2008 Qualifications - International Capital Markets Qualification

(Registered Persons Examination), 2001 - National Certificate in Wealth Management, 2005

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Occupation Group CEO/ Senior Financial Advisor Position in Company Chief Executive Officer Term of office No fixed term, but subject to the provisions of the MOI Frank Terence Knox (59) Nationality South African Identity Number 5605195017083 Business address NFB House, 42 Beach Road, Nahoon, East London,

5241 Appointment date 14 May 2015 Qualifications - Bachelor of Commerce (University of the Transkei),

1985 - Bachelor of Accounting Science (Honours)

(University Of South Africa), 1995 - Advanced Certificate in Industrial Relations and

Human Resources (Rhodes), 1997 Occupation Financial Director Position in Company Group Financial Director Term of office No fixed term but subject to the provisions of the MOI Robert More McIntyre (40) Nationality South African Business address NFB House, 42 Beach Road, Nahoon, East London,

5241 Identity Number 7406155061080 Appointment date 1 April 2015 Qualifications - Bachelor of Commerce (Accountancy) (Rhodes),

1996 - Postgraduate Diploma in Accountancy (Rhodes),

1997 - Advanced Diploma in International Taxation (RAU),

1999 - CA(SA), 1999 - JSE Traders Exam, 2011 - South African Institute of Stockbrokers Board Exams

(SAIS), 2012 - CPA, Canada, 2014

Occupation Managing Director of NVest Securities and Stockbroker

Position in Company Corporate Finance Director Term of office No fixed term but subject to the provisions of the MOI Gavin Robin Ramsay (42) Nationality South African Identity Number 7206205028083 Business address NFB House, 42 Beach Road, Nahoon, East London,

5241 Appointment date 3 July 2008 Qualifications - Bachelor of Commerce, 1994 – Economics,

Management, Accounting (Rhodes) - International Capital Markets Qualification

(Registered Persons Examination), 2001 Occupation Senior Financial Advisor / Asset Manager Position in Company Executive Director Term of office No fixed term but subject to the provisions of the MOI

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Andrew Vincent Kent (54) Nationality South African Identity Number 6102165006089 Business address NFB House, 42 Beach Road, Nahoon, East London,

5241 Appointment date 3 July 2008 Qualifications - International Capital Markets Qualification

(Registered Persons Examination) - JSE Traders Exam - UNISA Programme in Investment Analysis and

Portfolio Management modules – Investment Background, Investment Analysis, Ethics and Tax Planning for Investments

Occupation Portfolio Manager / Equity Trader Position in Company Executive Director Term of office No fixed term but subject to the provisions of the MOI Brendan Joseph Connellan (40)

Nationality South African Identity Number 7411205086087 Business address NFB House, 42 Beach Road, Nahoon, East London,

5241 Appointment date 6 April 2009 Qualifications - Bachelor of Commerce (Rhodes), 1997

- Postgraduate Diploma in Financial Planning (UFS), 2000

- Advanced Postgraduate Diploma in Financial Planning (UFS), 2002

- International Capital Markets Qualification (SAIFM - Registered Persons Examination), 2001

- Certificate in Compliance Management (UCT), 2006

- JSE Compliance Officers Exam (SAIFM), 2008 Occupation Group Operations and Compliance Director and

Company Secretary Position in Company Executive Director Term of office No fixed term but subject to the provisions of the MOI Travis Henry McClure (40) Nationality South African Identity Number 7408285085088 Business address NFB House, 42 Beach Road, Nahoon, East London,

5241 Appointment date 1 April 2015 Qualifications - Bachelor of Commerce Degree, Economics and

Management (Rhodes University), 1997 - International Capital Markets Qualification (SAIFM

Registered Persons Examination), 2001 - Postgraduate Diploma in Financial Planning (UFS),

2007 Occupation Senior Financial Advisor of NFB and director of a

subsidiary company Position in Company Executive Director Term of office No fixed term but subject to the provisions of the MOI

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Philip Barry Bartlett (40) Nationality South African Identity Number 7409145137085 Business address NFB House, 42 Beach Road, Nahoon, East London,

5241 Appointment date 1 April 2015 Qualifications - Postgraduate Diploma in Financial Planning (UFS),

2009 - Attorney's Admission Exam, 2000 - LLB Degree (University of Stellenbosch), 1998 - BA (Law) Degree (University of Stellenbosch), 1996

Occupation Senior Financial Advisor of NFB and director of subsidiary company

Position in Company Executive Director Term of office No fixed term but subject to the provisions of the MOI Jonathan Goldberg (53) Nationality South African Identity Number 6205275126083 Business address 3 Pearce Street, Berea, 5214, East London Appointment date 1 April 2015 Qualifications - B.Comm (University of Port Elizabeth), 1983

- LL.B (University of Port Elizabeth), 1986 - Honours in Business Administration (University of

Stellenbosch), 1988 - MBA (University of Stellenbosch), 1988 – 1989 - Numerous managerial and self-study courses - 1989

– 2014 Occupation Chief Executive Officer - Global Business Solutions Position in Company Independent non-executive chairman Term of office No fixed term but subject to the provisions of the MOI

in terms of rotation of Directors Siviwe Relebohile Kwatsha (36)

Nationality South African Identity Number 7810105328087 Business address 11 William Avenue, Vincent, East London Appointment date 1 April 2015 Qualifications - Bachelor of Science (Computer Science) cum

laude (Rhodes), 1998 - Bachelor of Science with Honours (Computer

Science) cum laude (Rhodes), 1999 - Certificate in Corporate Governance (UJ), 2014 Note: Currently reading towards an MCom in Information Systems

Occupation Managing Member – Little Pig Position in Company Independent non-executive director Term of office No fixed term but subject to the provisions of the MOI

in terms of rotation of Directors

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John Philip Ross-Smith (69) Nationality South African Identity Number 4512035043181 Business address NFB House, 42 Beach Road, Nahoon, East London,

5241 Appointment date 1 April 2015 Qualifications - Bachelor of Economics (University of Kwa-Zulu

Natal), 1977 - Diploma in Marketing Management (Damelin

College), 1981

Occupation Independent Consultant Position in Company Independent non-executive director Term of office No fixed term but subject to the provisions of the MOI

in terms of rotation of Directors

Key Management

Quentin Barnard (37) Nationality South Africa Identity Number 780418 5062 088 Business address NFB House, 42 Beach Road, Nahoon, East London,

5241 Appointment date 1st April 2015 (but until this date had been an

Executive Director of the Company since 1 September 2012)

Qualifications - Currently studying towards a National Diploma in Information Technology, UNISA

Occupation Head of Group IT (Networking and Software Development)

Position in Company Chief Information Officer (CIO) of NVest Term of office No fixed term but subject to the provisions of the MOI

Abridged Curricula Vitae of the Company’s Directors, as well as those of key management, are set out in Annexure 12 of this Prospectus.

1.2.2 Name and business address of the Company Secretary [Regulation 58(b)(iii)]

Brendan Joseph Connellan NFB House, 42 Beach Road Nahoon East London, 5241

1.2.3 Name and business addresses of the auditors, attorney and banker 1.2.3.1 Auditors:

Grant Thornton Cape Inc. Chartered Accountants SA (Registration Number 2010/016204/21) 6th Floor, 119 Hertzhog Boulevard Foreshore, Cape Town, 8001 (PO Box 2275, Cape Town, 8001)

A copy of the letter from Grant Thornton consenting to be named as the Company’s auditors in the Prospectus is available for inspection as set out in the introduction.

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1.2.3.2 Attorney [Regulation 58(2)(b)(ii)]

Cooper Conroy Bell and Richards Inc. (Registration Number 1983/013472/21) 26 Pearce Street Berea East London Eastern Cape (P.O. Box 19402, Tecoma, 8001) A copy of the letter from Cooper Conroy Bell and Richards Inc. consenting to be named as the Company’s attorney in the Prospectus is available for inspection as set out in the introduction.

1.2.3.3 Bankers

Nedbank Limited (Registration Number 1951/000009/06) 71 Oxford Street East London, 5201 (PO Box PO BOX 379, East London, 5200)

A copy of the letter from Nedbank Bank consenting to be named as the Company’s banker in the Prospectus is available for inspection as set out in the introduction.

1.2.4 Qualification, borrowing powers, appointment, voting powers and remuneration of

Directors of NVest [Regulation 58(3)] 1.2.4.1 Directors’ remuneration

The remuneration paid to the Directors of NVest for the year ended 28 February 2015 is set out below:

Salary Annual

Bonus Fringe

Benefits

Allow-ances

Received Commiss-

ion

Retirement

Benefits Risk

Benefits Total Anthony Denis Godwin 1 264 997 36 324 48 076 173 793 3 761 239 243 600 44 303 5 572 332 Frank Terence Knox 596 448 272 014 39 902 68 208 9 559 93 052 28 654 1 107 838 Gavin Robin Ramsay 643 576 - 48 076 156 273 5 484 428 240 000 36 552 6 608 906 Andrew Vincent Kent 478 704 - 51 452 120 000 3 380 084 360 007 47 314 4 437 561 Robert More McIntyre - - - - 4 560 471 144 000 44 288 4 748 759 Brendan Joseph Connellan 219 936 73 894 12 052 - 887 054 124 143 28 109 1 345 187 Phillip Barry Bartlett - - - - 1 632 390 174 020 29 792 1 836 202 Travis Henry Mc Clure - - 31 180 - 2 393 441 117 600 32 929 2 575 149

3 203 661 382 232 230 738 518 274 22 108 666 1 496 421 291 941 28 231 933

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The anticipated remuneration and fees payable to the Directors of NVest for the year ending 28 February 2016 are set out below: * - Risk benefits comprise group benefits covering dread disease, life, disability and education which is applicable for all employees. The directors that earned commission as per the 2015 tables above, will earn commission during the 2016 financial year as well. The commission payable to these directors is not yet determinable, but will be calculated and paid on the same basis as in prior years and as set out below: Commission income is collected and recorded against each of the commission-

earning directors' names. (Gross commission income); Costs specifically allocated to these directors (E.g. support staff, rental, utilities,

stationery, IT costs etc.) are deducted from the gross commission income to determine net commission income;

The relevant percentage appropriate to the specific director is then applied to calculate the portion payable to the director.

Due to fluctuations in the market and the unpredicability of new business, it is difficult to predict what the commission payable to the above directors will be in the forthcoming year but in order to be conservative, an increase in commission of 7% from the 2015 financial year for the year ending 29 February 2016 has been applied, as set out above. All commissions payable to fee earning directors are based on objective criteria against measurable targets and are not subjective in nature. A remuneration committee has been established ahead of the listing to consider the remuneration of executive directors in due course. The directors who are also employed as financial advisors of NFB Private Wealth Management (Anthony Denis Godwin, Gavin Robin Ramsay, Travis Henry McClure and Philip Barry Bartlett) earn commissions related to the types of financial products that they give financial advice on and which clients take up in any particular period.

Salary Annual

Bonus Fringe

Benefits Allowances

ReceivedCommiss-

ionRetirement

Benefits Risk

Benefits* Total Anthony Denis Godwin 1 353 546 38 867 51 441 185 959 4 024 526 260 652 47 404 5 962 395 Frank Terrence Knox 638 199 291 055 42 695 72 983 10 228 99 565 30 660 1 185 386 Gavin Robin Ramsay 688 626 - 51 441 167 212 5 868 338 256 800 39 111 7 071 529 Andrew Vincent Kent 512 213 - 55 054 128 400 1 758 202 385 208 50 626 2 889 711 Robert More McIntyre - - - 4 879 704 154 080 47 388 5 081 172 Brendan Joseph Connellan 235 332 79 067 12 896 - 949 148 132 832 30 076 1 439 350 Phillip Barry Bartlett - - - - 1 746 657 186 201 31 878 1 964 736 Travis Henry Mc Clure - - 33 363 - 2 560 981 125 832 35 234 2 755 410

3 427 917 408 989 246 890 554 553 21 797 792 1 601 170 312 377 28 349 688

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The bulk of their advice is related to investment type business (for example, unit trusts, share portfolios and retirement products such as living annuities and retirement annuities). Such products pay an upfront commission being a percentage of the amount invested and thereafter the investment products usually pay on-going fees (known as “trail fees” or “management fees”) and such fees are also percentage based (a percentage payable of the total assets under management, for example 0.5% per annum). Where an investor invests a regular amount, then each payment (for example monthly investments) attract a percentage of the invested amount as an “as and when” commission. Please note that this explanation is general and typical of investment products but may vary between product types and product providers. The directors also provide financial advice and intermediary services related to risk products such as life insurance. Such products typically pay an upfront advice fee (commission) to the Company as well as “second year commissions” which are lump sum commissions equal to one third of the initial advice fee and are payable approximately 13 months after the initial advice fee was earned. Commissions are also payable whenever premiums or risk cover amounts increase. Some life insurance products pay “as and when” commissions and in such cases a percentage of the monthly or annual premiums become payable as commission. Once again it must be noted that commissions may vary slightly between product providers and products themselves All commissions earned are payable in full by the product providers directly to NFB Private Wealth Management and the remuneration earned by the directors in their capacities as financial advisors is based on a commission calculation as agreed in terms of the terms and conditions of employment between the relevant individuals and their employers. The Executive Directors of the Company have traditionally been sales orientated given the natures of the businesses and the sources of income of such businesses. It has not been the practise of any of the businesses to change remuneration structures of individuals upon their appointments as Executive Directors or to remunerate Executive Directors specifically for their directorship roles. The majority of sales related employees within the various Group businesses and most especially the senior and more established ones are either wholly or predominantly remunerated by commission related to income generated as a result of their efforts. Thus, keeping in mind that the majority of Executive Directors have mainly sales related responsibilities, it follows that they are also principally remunerated with commission rather than salary. Packages vary with some receiving a minority portion as salary whereas others receive their full package in the form of commission.

Robert More McIntyre, Philip Barry Bartlett and Travis Henry McClure are remunerated in the form of commission only and do not earn salaries. The bonuses paid to Brendan Joseph Connellan, Frank Terence Knox and Anthony Denis Godwin in 2015 were paid as part of normal employee service arrangements. No other Executive Director bonuses were paid in the three years prior to listing and at date of listing, no provision has been made to remunerate any Executive Directors via a bonus structure. However, should the Directors at any stage implement Executive Director bonuses, such bonuses will be based on the financial performance of the business and accordingly will vary upwards or downwards based on actual performance. Any bonus pool will be based on a percentage of operating profit.

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There will be no variation of the remuneration of Directors pursuant to the listing of NVest other than for Anthony Denis Godwin who has assumed the role of Chief Executive Officer. Anthony Denis Godwin has, to date, been remunerated through a salary and commission structure; with a significant portion being commission based. In order to accommodate additional responsibilities that will be placed on him in the new listed entity and the subsequent reduction in time that he will be able to allocate to sales related activities, it is expected that his structure will be varied, but the details of the variation are yet to be determined. Although his package will remain a combination of commission and salary, it is expected that the proportion of total remuneration received from commission will decrease.

The above remuneration will be paid by NVest or its Subsidiaries and all commission is paid by the respective subsidiary for which each Director is principally engaged.

No other benefits are to be received by Directors from the Company. Michael Erwin Ezra Sassoon and Neil Nathan Eppel resigned as Non-executive Directors with effect from 24 March 2015 following the Repurchase Agreement.

Messrs Basil Andrew Russell and Quentin Barnard resigned as executive directors with effect from 1 April 2015 as part of the board restructure ahead of the Listing. They remain as members of the executive management of the Company. It is intended that Quentin Barnard will be added as director of NFB Finance Brokers Eastern Cape by, or shortly after, the Listing. Frank Terence Knox (former group Financial Director) resigned on 1 April 2015 and was appointed as Chief Financial Officer. However, he has been reappointed as the full-time group Financial Director with effect from 14 May 2015 in order to ensure compliance with the JSE Listings Requirements. The remuneration paid to Directors for the six months ended 31 August 2014 is disclosed in note 30 of the extracts from the Annual Financial Statements as set out in Annexure 3A to this prospectus. The fees for Non-executive Directors commencing from 1 April 2015 were approved by shareholders on 31 March 2015 as follows:

Salary (R)

Fees1 (R)

Fringe Benefits

(R)

Allowances Received

(R)

Commi –ssion

(R)

Retirement Benefits

(R)

Risk Benefits

(R) Total

(R)

J Goldberg - 55 000 - - - - - 55 000

SR Kwatsha - 55 000 - - - - - 55 000

JP Ross-Smith - 55 000 - - - - - 55 000

TOTAL - 165 000 - - - - - 165 000

The Non-executive Director fees are payable for serving on the board, attending the required meetings and performing the minimum duties and responsibilities required of Non-executive Directors and committee members.

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When Non-executive Directors are required to outsource, at their own cost, committee functions and/or where material additional or unexpected time and effort is required of such Directors, additional payments will be negotiated up-front at market related rates. Siviwe Relebohile Kwatsha has at last practicable date and subsequent to being appointed an independent Non-executive Director, performed limited IT and Risk Consulting in line with his expertise and responsibilities as member of the Audit and Risk Committee at a rate of R15,000 per month for a three month period. This once off contract is not considered to impact on his independence in accordance with the provisions of King III as the duties were performed in line with duties related to the Audit and Risk Committee as stated. In addition, all three Non-executive Directors will be offered the opportunity to subscribe for shares in terms of the Preferential Offer at 100 cents per share in cash. John Philip Ross-Smith and Siviwe Relebohile Kwatsha were notified of the pending offer and accepted, in principal, 75 000 shares each and Jonathan Goldberg as Independent Non-executive Chairman was notified of the pending offer and accepted, in principal, 100 000 shares. This does not form part of the Non-executive Directors’ remuneration. Similarly, Frank Terence Knox, the Financial Director, was notified of the pending offer and accepted, in principal, 500 000 shares.

1.2.4.2 Directors’ service contracts [Regulation 58(3)(a)]

Fees of Non-executive Directors must be approved by shareholders in general meeting as detailed in the extracts of the MOI as detailed in Annexure 13. The Directors have the power to vote remuneration to themselves or any members of the board, other than fees for non-executive directors. No payments were made by NVest or any of its associates, or accrued as payable, or were proposed to be paid within the three years preceding the date of this Prospectus, either directly or indirectly, in cash or securities or otherwise to:

the Directors in respect of management, advisory, consulting, technical,

secretarial fees or restraint payments; a third party in lieu of Directors’ fees; and the Directors as an inducement to qualify them as Directors.

No Director or promoter has any material beneficial interest, direct or indirect, in the promotion of NVest and in any property to be acquired or proposed to be acquired by NVest out of the proceeds of the issue or during the three years preceding the date of this Prospectus. The Company has formal employment agreements with all of the Executive Directors which provide for a one month notice period. As at the Last Practicable Date, NVest has no contract or arrangement or proposed contract or arrangement, whereby any option or preferential right of any kind was or is proposed to be given to any person(s) to subscribe for any securities of NVest or its subsidiaries. The employment agreements for Executive Directors provide for twelve to twenty-four month restraint of trade and non-solicitation of clients clauses, but without restraint payments or payments on termination of employment.

One third of Non-executive Directors are subject to rotation each year as stipulated in the MOI. The appointment of the new executive and Non-executive Directors has been approved by shareholders on 1 April 2015 ahead of the listing. The appointment of all Directors is subject to shareholder approval but Executive Directors are not subject to rotation.

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The Directors may from time to time appoint one or more Executive Directors, subject to shareholder approval, for such term and at such remuneration as they may think fit, and may revoke such appointment subject to the terms of any agreement entered into in any particular case. A Director so appointed shall not be subject to retirement in the same manner as the other Directors, but his or her appointment shall terminate if he or she ceases for any reason to be a Director. The employment agreements are available for inspection as detailed in this Prospectus. The MOI does not provide for an age limit for the retirement of Directors but has provisions for the disqualification of Directors as detailed in Annexure 13 to this Prospectus.

There are no other existing or proposed contracts with NVest, written or oral, relating to the Directors and managerial remuneration and other fees.

The Company has introduced the Share Incentive Scheme for executives and employees of the Group. The salient features of the Share Incentive Scheme are set out in Annexure 16 to this Prospectus.

1.2.4.3 Borrowing powers of the Company and the Subsidiaries exercisable by the Directors [Regulation 58(3) (c)] The relevant provisions of the MOI of NVest relating to the borrowing powers exercisable by the Directors are set out in Annexure 13 to this Prospectus. Neither NVest nor its Subsidiaries, has exceeded its borrowing powers during the past three years. There are no exchange controls or other restrictions on the borrowing powers of NVest and its Subsidiaries.

1.2.4.4 Appointment, qualification and remuneration of Directors The relevant provisions of the MOI of NVest relating to qualification, appointment, remuneration, voting powers, rotation/retirement, and interests in transactions of the Directors are set out in Annexure 13 to this Prospectus. Remuneration in relation to Directors is set out in paragraph 1.2.4.1 above.

1.2.4.5 Directors’ declarations

The Directors do not have any interests in contracts with NVest as at the last practicable date.

1.2.4.6 Other matters

In terms of the declarations lodged by the Directors in accordance with Schedule 13 of the JSE Listings Requirements, none of the Directors or senior management of NVest or its Subsidiaries:

has been declared bankrupt or insolvent, or has entered into an individual

voluntary compromise arrangement;

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is or was a Director with an executive function of any company at the time of (or within 12 months preceding) any business rescue, or any company that has adopted a resolution proposing business rescue or made application to be put under business rescue or any notices in terms of section 129(7) of the Companies Act, or any receivership, compulsory liquidation, creditors' voluntary liquidation, administration, company voluntary arrangement or any compromise or arrangement with its creditors generally or with any class of its creditors;

is or has been a partner in a partnership at the time of, or within 12 months preceding, any compulsory liquidation, administration or partnership voluntary arrangements of such partnership;

is or has been a partner in a partnership at the time of, or within 12 months preceding, a receivership of any assets of such partnership;

has been publicly criticised by any statutory or regulatory authorities, including recognised professional bodies or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company;

has committed and offence involving dishonesty; has been removed from an office of trust on the grounds of misconduct and

involving dishonesty; subject to any court order declaring such person delinquent or placing him

under probation in terms of Section 162 of the Act and/or Section 47 of the Close Corporations Act, 1984 (Act No. 69 of 1984).

1.2.5 Company Subsidiaries

The Company has 7 Subsidiaries as listed in Annexure 10 to this Prospectus. Details of ownerships of the remaining percentage in subsidiary companies not wholly owned by NVest are listed below:

NFB Insurance Brokers (Border):

NVest – 76.67% Anthony Wakelyn Gray– 13.33% Richard Charles Clarke– 5% Steven Charles Pope– 5%

NFB Finance Brokers Port Elizabeth:

NVest – 65% Alex and Bobbie Family Trust – 35% [MD, Alexander Grunewald is a trustee of this trust]

Independent Executor and Trust:

NVest – 70% IET Business Trust – 30% [Managing Director, Deborah Godwin, a related party to Anthony Denis Godwin, is a trustee of this trust. The business was previously wholly owned by IET Business Trust before NVest took a stake in the business by forming a private company and allocating shareholding as indicated here]

NVest Property Services

NVest - 76% Batting family Trust - 15% (Managing Director, Christopher Batting, is a trustee) Richard James Davies - 5% Marnic Bruyns Family Trust - 4% [Mark Bruyns, trustee of this trust, is Managing Director of associate company NVest Properties and a director of NVest Property Services]

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1.3. HISTORY, STATE OF AFFAIRS AND PROSPECTS OF THE COMPANY [Regulation 59] 1.3.1 About the Company and the Private Placing

NVest, a formally private, but now public company, is duly incorporated in accordance with the laws of South Africa. The Company started off (in its original form) as the East London office of NFB Financial Services Group (“NFB”) with NFB as a company being founded in April 1985 in Port Elizabeth, fundamentally as money market and gilt brokers. In July 2008, various of the associated, separately owned companies (owned by the individuals or Trusts of individuals who had built up the companies) that were in operation at that time, namely NFB Finance Brokers Eastern Cape, NFB Insurance Brokers and NFB Finance Brokers Port Elizabeth, restructured to become a subsidiary of the NVest Group of companies and NVest was born. NVest then entered into an agreement with Sasfin in terms of which NVest took over Sasfin’s East London branch and formed a new company, NVest Securities (that housed all of the clients and accounts of the former East London branch of Sasfin), in exchange for a 20% shareholding in the new Group holding company, NVest. Various shareholders of the previously independent companies (NFB Finance Brokers Eastern Cape, NFB Insurance Brokers and NFB Finance Brokers Port Elizabeth), then did share swaps to become shareholders of NVest, which in turn became a shareholder of those said companies. As with most private companies, the Shareholders’ Agreement at that time made provision for the shareholders to have director representation on the Board of the Companies and thus the Directors of the Company came to be the shareholders (or Trust appointed Directors who were the individuals that helped build the companies) at that time. Such directors, as well as later appointed directors being individuals who were identified as being key to the overall management and succession planning of the business and who were offered small stakes in the business, have run the business since that time. NVest is a Financial Services Group although the core subsidiary companies, NFB Private Wealth Management and NVest Securities are asset management / private wealth type of businesses, with approximately R13.4 billion assets under administration and management as at 31 December 2014. The primary rationale for the Listing is to provide NVest with a platform to grow beyond the Eastern Cape. The Company believes that being listed on Alt-X will further raise the profile and visibility of the Company which in turn will lead to increased opportunities that are available in the listed space and the market in which the Company operates. The Listing will also help increase the liquidity of the shares of the Company as well as enable the Company to implement a staff incentive scheme to help attract and retain key individuals. NVest has access to a large number of clients to whom to offer shares to by way of the Listing and it is the Company’s belief that NVest will have a large over-subscription of shares made available to the public. NVest also has a strong relationship with Sasfin which may be able to offer a portion of the Company’s shares to its clients should they be available. Thus it is expected that the capital raising exercise ahead of the Listing should prove successful.

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Ahead of the Listing, the shareholding previously held by Sasfin was subject to the Repurchase as a means of effecting a management buy-back of the Company’s equity that originated when the Company acquired the East London branch of Sasfin Securities in 2008 as well as to enable Sasfin to exit its private equity investment in the Company. The Company intends to raise R26 250 000 million ahead of the Listing and intends using the proceeds from the offer to settle any remaining obligation to Sasfin in relation to the Repurchase Consideration and for future acquisitions. Overall, the business by its nature is highly cash generative and the group does not need to raise capital for its current and near future funding requirements. As stated above, the capital raised will be used to fund the settlement of the repurchase consideration as well as to position the Group for future acquisitions.

1.3.2 History of the Company [Regulation 59(3)(a)(i); 59(3)(a)(ii)]

NVest was incorporated as a private company under the name NVest Financial Holdings (RF) Proprietary Limited and was converted to a public company on 31 December 2014. The special resolutions were registered by CIPC on 15 May 2015. In addition, shareholders approved the removal of (RF) in the name of the Company on 15 May 2015. The special resolution will be registered with CIPC in due course and the name of the Company will be amended from NVest Financial Holdings (RF) Limited to NVest Financial Holdings Limited. Group History 1985 NFB Financial Services Group was founded in April 1985 in Port Elizabeth,

fundamentally as money market and gilt brokers. 1986 An NFB office was opened in East London. 1987 NFB business operations were extended into equity and unit trust investments

due to low interest rates. A further office was opened in Johannesburg. 1990 NFB operations were extended to Frankfurt to take advantage of Eskom bond

trading through the Financial Rand. 1994 Fedsure acquired 49% of NFB’s domestic and international business operations. 1995 NFB’s founding M.D. along with the international business, formally separated. 1997 NFB introduced a Short Term Insurance division in East London to cater for the

short term insurance needs of our individual and corporate clients. 1998 NFB’s Port Elizabeth division was sold during this year (to be re-opened in 2008).

The year also saw the birth of NFB’s Employee Benefits and Healthcare Divisions in East London.

2000 In the 1st quarter of 2000 the NFB Group launched its own wrap fund under the NFB brand. This turned out to be a watershed year both in terms of profit, performance and the level of optimised earnings achieved. NFB Portfolio Management Services (PMS), NFB’s exclusive share portfolio management division, opened its doors in East London. During this year, NFB was selected as one of the top 20 non-listed companies in South Africa.

2001 April 2001 saw the launch of a new brand identity of the NFB group together with a coordinated effort to raise the group’s profile in the market. In June 2001 Fedsure sold its interest in NFB as a result of Fedsure being acquired by Investec. In its quest to optimise the value-add NFB provides to its clients, NFB PMS launched the NFB Managed Income Portfolio in November 2001. By December 2001 the group had accumulated approximately R3 billion assets under management. Again selected as one of the 20 top non-listed companies in South Africa.

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2002 The NFB Portfolio Management Services Division in East London had by April 2002 accumulated R100 million of assets under management in the 2½ years of its operation. In June 2002, NFB launched a range of risk-profiled funds, actively managed by NFB’s Asset Management (NFB AM) Division, a new division created for that purpose. Selected as one of the 20 top non-listed companies in South Africa for the third year running.

2003 NFB Portfolio Management Services increased its range of individually structured products by introducing the NFB Dividend Growth Portfolio in November 2003.

2004 By January 2004 assets under management of NFB Portfolio Management Services had grown to R200 million, doubling in less than 2 years. By the end of April 2004 NFB AM had R150m in assets under management. By the middle of August of that year NFB AM had grown assets under management to R200m. In November of 2004 NFB AM was appointed as Asset Managers to its first institutional portfolio. With the appointment, assets under management topped R400m. NFB’s East London division formally separated from the Johannesburg based company NFB Finance Brokers Proprietary Limited to form an East London owned and managed entity, NFB Eastern Cape Proprietary Limited [later to be the foundation of the NVest Group of Companies formed in 2008.

2005 NFB AM assets under management passed the R500m mark. NFB Asset Management Proprietary Limited was also formally incorporated in this year and began trading as a separate entity of the Group as opposed to a division within.

2006 NFB AM assets under management passed the R1billion mark. NFB Portfolio Management Services assets under management exceeded R650 million.

2007 NFB launched its first two registered unit trusts, the NFB Conservative Fund of Funds and the NFB Balanced Fund of Funds in May 2007. NFB’s East London practice was awarded third place in the Celestis South African Best Practice of the Year Award.

2008 The NFB East London operation reached R3 billion in assets under management. NFB launched a third unit trust, the NFB Equity Fund in September 2008. NFB re-established itself in Port Elizabeth and NFB Finance Brokers Port Elizabeth was formed in July 2008. Also in July 2008, the group re-structured to become the NVest Group of Companies, of which NFB was made a subsidiary. December 2008 saw NFB East London’s Portfolio Management Services division combining with NVest Securities, an NVest subsidiary company and an approved JSE stock brokerage that originated when NVest purchased the East London branch of Sasfin Securities.

2009 NFB awarded Finalist in the Border Kei Chamber of Business Awards. The 1st of March 2009 saw the acquisition of 70% of Independent Executor and Trust (a small but well established East London based fiduciary services business) into the NVest Group of companies.

2010 April 2010 saw NFB celebrate its 25th Anniversary. 2011 In March 2011 Elite Insurance Consultants was purchased by NFB Insurance

Brokers (Border), making it the largest short term insurance brokerage in East London. NVest Properties was formally established and October 2011 saw the Group’s first (private) issue of Commercial Paper by NVest Properties. A range of NFB AM model portfolios was launched on the Investec administrative platform, followed shortly by a limited range of model portfolios on the Glacier administrative platform.

2012 March 2012 saw NFB Insurance Brokers (Border) purchase another brokerage: Kearney Financial Brokers. By March 2012, the Group’s staff complement had grown to 85. In early 2012 NVest Properties was converted to a public company in anticipation of its first public offer of securities.

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2013 NVest Securities discretionary assets under management exceeded R3bn for the first time. In December 2013 NFB Port Elizabeth move into new offices in Ascot Office Park, Greenacres. The NFB Global Balanced Fund was launched on the Sanlam Asset Management Ireland platform and distribution agreements were concluded with Old Mutual International and Glacier International.

2014 The total NVFH Group staff complement exceeded 100. NFB Private Wealth Management’s total discretionary assets under management reached R6.5bn. Total NVest Group assets under management reached R14bn (including NFB Eastern Cape, NFB Port Elizabeth, NVest Securities and NFB Asset Management). NFB’s Port Elizabeth operation acquired Alex Grunewald & Associates, effectively doubling the size of that operation and setting the business up for future growth and enhanced performance. New offices (a third building in East London) were built to accommodate NFB Insurance Brokers as a result of company growth. NVest Properties’ property portfolio reached approximately R280m in value. NFB AM bought a stake in Ci Holdings which itself owns 100% of the Ci unit trust management company; by the end of this year the SCI white-label arrangements had transitioned across and NFB AM had R2.1 billion in Ci assets. NVest Securities gained its third fully fledged stock broker.

2015 The Group re-acquired 100% of NFB Finance Brokers Western Cape Proprietary Limited in January and in April 2015 NFB’s Cape Town office established new premises in the CBD of Cape Town subsequent to its existing operations entering into a joint venture with a well-established independent financial advisor who joined NFB. In March, the Group launched its commercial property services company primarily offering property broking and management services. In April, NFB celebrated its 30th anniversary.

There are no government protection or investment encouragement laws that impact on the Company or the Group.

The group structure of NVest is as follows:

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Summary of description of each of NVest Subsidiaries NFB Finance Brokers Eastern Cape and NFB Finance Brokers Port Elizabeth (collectively referred to as NFB) NFB is a broad range financial services company, specializing in:

Financial advisory services: providing general investment, risk and financial advice

and intermediary services to clients for both local and offshore investment products; Employee Benefits: group pension and provident schemes as well as group risk

planning; Healthcare Advisory Services: personal and group healthcare (medical aid)

planning

NFB is authorized by the Financial Services Board to provide advice and intermediary services. NFB Finance Brokers Eastern Cape is authorised to provide financial advice and intermediary services on seventeen product sub-categories as well as discretionary services on eleven product sub-categories in terms of its licence with the Financial Services Board. NFB Finance Brokers Port Elizabeth is authorised to provide financial advice and intermediary services on thirteen product sub-categories in terms of its licence with the Financial Services Board. NVest Securities NVest Securities is a traditional stock broking company that focuses on private clients. The company’s core competency is managing both local and offshore discretionary equity portfolios in line with the diverse investment needs of its clients. NVest Securities also offers execution-only JSE trading and money-broking services. Whilst NVest Securities operates as a stand-alone, independent equity house with a strong emphasis on independent thought, it has a close working relationship with NFB. This enables NVest Securities to be part of the integrated wealth management solutions for mutual Group clients, especially in light of the inclusion of direct equity portfolios into retirement structures and other investment wrappers. NVest Securities also manages a successful general equity unit trust (NVest General Equity Fund). The business was previously a branch of Sasfin Securities and the current entity was formed in 2008 when the branch was bought out of Sasfin and NVest Securities was formed. NVest Securities has a long standing reputation as the stock broker of choice in the Eastern Cape. Independent Executor and Trust Independent Executor and Trust is a fiduciary services provider, specializing in the drafting of Wills, Estate Planning and the Administration of Deceased Estates and Trusts. NFB Insurance Brokers (Border) NFB Insurance Brokers (Border), a short term insurance brokerage offering a full range of personal and commercial lines insurance products, was established in 1997. From 1997 until 2015, the staff compliment grew from 4 to in excess of 20.

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NFB Insurance Brokers offers the following short term insurance products:

Personal Insurance - covering domestic buildings, personal assets and vehicles Commercial insurance covering business assets and vehicles Specialized liability covers Professional Indemnity cover Marine and transit cover Specialized cover for the hospitality industry Specialized cover for schools Specialized cover for pharmacies Motor Fleet insurance Cell captive insurance Contractors All Risks Insurance Guarantees Travel insurance Aviation insurance

NFB Insurance Brokers’ management and the majority of support staff are highly qualified and are therefore able to offer clients high quality, specialized advice. NFB Insurance Brokers has agency agreements with the majority of general and niche insurers operating in South Africa which enables the company to offer its clients the product best suited to their needs at a competitive premium. NFB Insurance Brokers has a binder facility with Hollard Insurance Company which enables it to offer superior service to clients as they quote, issue documentation and pay claims in-house. This eliminates the ‘red tape’, bureaucracy and inefficiency that is experienced when underwriting and claims are processed directly by insurance companies. NFB Insurance Brokers has outsourced agreements with Hollard, AIG, Mutual and Federal, Zurich and Discovery which permits the company to process all endorsements and renewals in-house which also eliminates delays and ensures that its clients receive accurate and prompt documentation. NFB Finance Brokers Western Cape NFB Finance Brokers Western Cape is a company that was relatively recently started with the intention of expanding the financial advisory business into the Cape Town and surrounding regions. NFB has had a minor presence in Cape Town for the past few years, but the business did not previously have a strong focus on expansion in that area owing to ventures in the Eastern Cape having taken priority. This has however changed in 2015 after a joint venture with an established Cape Town based financial advisor and new office premises having been taken up since April. The board has taken a decision to now focus on developing the NFB and other Group brands in the Cape Town area. The business currently operating in Cape Town has operating as NFB Finance Brokers Eastern Cape Proprietary Limited to date and NFB Finance Brokers Western Cape has until this point only been used as a profit centre for that division. It is the intention to develop this company into a fully-fledged financial services provider in Cape Town once NFB has established a firm foothold in that region.

NVest Property Services NVest Property Services is a company that was formed in April 2015 as an extension of the services already being provided by property holding company NVest Properties. This business is predominantly a property management, sales and leasing business, together with all services ancilliary thereto.

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1.3.3 Corporate governance [Regulation 54(1) (b) (i); 54(1)(b)(ii)]

The Company’s statement on Corporate Governance has been included as Annexure 13 to this Prospectus.

1.3.4 Material changes [Regulation 59(3) (b)]

Other than the Repurchase that related to shares previously held by Sasfin ahead of the listing of the Company, the payment of a portion of the associated liability during March 2015 and the minor acquisition of increased shareholdings in existing subsidiaries as detailed in paragraph 1.7.2 of this Prospectus, there has been no material change in the financial or trading position of NVest or its Subsidiaries that has occurred since 31 August 2014 or since the year end of NVest as set out in Annexure 1 and Annexure 3A respectively other than in the ordinary course of business. There has been no material change in the business of NVest or the Subsidiaries during the past five years, other than in the ordinary course of business. Over the past five years the group has acquired interests in new businesses as detailed in paragraph 1.3.2 above. However, these acquisitions are not regarded as material nor as a material change in the business of the group. There has been no change in control of NVest or its Subsidiaries during the past five years.

1.3.5 Directors opinions regarding the prospects [Regulation 59(3) (c)]

The Directors of the Company believe that the Group has excellent prospects based on the following: NVest has an experienced, well-balanced, innovative and motivated

management team; The management team own the majority of the equity in the Group and are

therefore well incentivised to ensure that the Group continues to grow assets under management and Group earnings and none of the management are disposing of their equity in the Group on listing;

NVest (in the form of the original company, NFB, with other subsidiaries being added over the years) has been in business for 30 years in 2015 is very well established in East London, where the bulk of the business operates from and earns its income;

The Group has an experienced and sizeable investment process team as well as a formidable distribution network in its current markets;

The Group has an excellent investment track record across asset classes in respect of aspects of the Group offering investment management services and the Group’s investment process and team, positions it well to sustain performance levels for our clients, thereby increasing our ongoing management income streams, retaining existing clients and attracting new clients;

NVest has evidenced an ability to grow assets under management to over R14bn by attracting new investors;

NVest is a full service financial services Group that is able to offer solutions for the majority of the financial needs of its clients;

The Group is fairly unique in South Africa as it is a full service, independent financial services Group that has its own stock broking company which is an equities member of the JSE and is able to leverage off this inherent strength in its product offering both within that stock broking company and the financial advisory businesses;

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Besides demonstrating an excellent track record in managing client monies, the Group also offers risk advisory services and fiduciary services such as estate planning, drafting of Wills and administration of deceased estates – thereby ensuring that we have professionals to guide and assist our clients throughout their financial lives as well as to protect their legacies;

NVest intends expanding its existing operations in the coastal areas of South Africa (specifically Port Elizabeth, Cape Town and Durban) by leveraging off its successful Eastern Cape base;

Management has identified a number of strategic bolt-on acquisitions that should enhance the Group’s wealth management and distribution network;

In 2014, NVest Securities had successfully brought to market a direct equities offshore solution that management expects will grow substantial assets under management over the coming years; and

In April 2015 the Group launched its commercial property services company under the NVest Property Services brand and together with looking at consolidating its joint venture position in NVest Properties, management believes that the Group will continue to grow its earnings from NVest Properties.

1.3.6 State of affairs of the Company and any subsidiary [Regulation 59(3)(d)]

The NVest Group comprises several well established businesses with strong brands and a history of strong financial growth that has continued to date. The oldest of the group of companies, NFB Private Wealth Management, celebrated its 30 year anniversary in April 2015 as a very well respected company in the financial advisory industry by all major players in that industry. NVest Securities, which was born out of the long-standing relationship between NFB and Sasfin Securities when Sasfin exchanged their East London office for shares in NVest, has grown from strength to strength under the management of NVest, having grown assets under discretionary management and fee income dramatically since the incorporation of NVest securities. NVest Properties, a new group company has also shown exceptional growth in the approximately 5 years that it has been part of the Group, having built up a material portfolio of properties in that time. Other small subsidiaries also all retain very strong and positive market perceptions and reputations and are also in growth phases. Strategically the group is looking at various expansion options available to it and are exploring various avenues that we believe will continue to ensure that the group of companies continues to provide solid value and steady growth to its shareholders.

Additional details pertaining to material subsidiaries are disclosed in Annexure 10 of this Prospectus.

1.3.7 Principal immovable properties [Regulation 59(3)(e)]

The Company does not own any immovable property. Details of immovable property leased from third parties are disclosed in Annexure 11 of this Prospectus.

1.3.8 Commitments for the purchase, construction or installation of buildings, plant, or

machinery [Regulation 59(3) (f)]

There are currently no commitments for the purchase, construction or installation of buildings, plant or machinery.

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1.3.9 Company particulars and dividend policy [Regulation 59(3)(g)]

Information about the Company and Group’s history for the three years ended 28 February 2014 can be found in Annexure 1 and Annexure 3A of this Prospectus respectively. The Company has historically declared interim and final dividends although it did not have a formal dividend policy. Going forward, the Board has agreed a formal dividend pay-out policy of at least two times cover, being at least 50% of headline earnings of the consolidated group of companies, unless the Board is of the opinion that a lower dividend is to be declared because of the necessity to apply the Group’s cash resources to any planned acquisitions or that it is in the interest of the Group to build up cash reserves for foreseeable unfavourable market or economic conditions. The Board has not determined any fixed dates on which dividends or entitlement to dividends arises, but will consider both interim and final dividend declarations. There is no arrangement in which future dividends are waived or agreed to be waived.

The Company will hold all monies due to shareholders in trust but subject to the laws of prescription.

1.4. SHARE CAPITAL OF THE COMPANY [Regulation 60] 1.4.1 The authorised and issued share capital of the Company as at the last practicable

date is as follows: [Regulation 60(a) (i)]

Authorised share capital 1 000 000 000 ordinary Shares of no par value 1 000 000 000 unclassified preference shares (1) Issued stated share capital 178 879 362 ordinary Shares of no par value Notes: 1. The unclassified preference shares are subject to classification by the Board in

accordance with the JSE Listings Requirements.

1.4.2 The authorised and issued share capital of the Company on the date of listing, assuming that the Private Placing of 26 250 000 new Shares is fully subscribed (but before listing costs), will be as follows:

Authorised share capital 1 000 000 000 ordinary Shares of no par value 1 000 000 000 unclassified preference shares Issued stated share capital 205 129 362 ordinary Shares of no par value (before write off of share issue expenses)

The remaining authorised and unissued Shares, after the Private Placing, will be under the control of the Directors of the Company, subject to the provisions of the MOI, the Act and the JSE Listings Requirements. There are no treasury Shares held as at the last practicable date.

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All of the authorised and unissued Shares (including those to be issued in terms of the Prospectus) are of the same class and rank equally in every respect, including rights to dividends, profits or capital, rights on liquidation or distribution of capital assets. In accordance with the Act, issued Shares must be fully paid up and the securities to be listed are freely transferable. Any variation of rights attaching to the ordinary Shares will require the consent of shareholders in general meeting in accordance with the MOI of NVest . There have been no previous offers of Shares by NVest to members of the public.

1.4.3 Alterations to the share capital [Regulation 60(b)]

Details of any alterations to the share capital of the Company from the date of incorporation of the Company are set out in Annexure 7 to this Prospectus.

1.4.4 Issues of the Company’s Shares

Details of the issue of Shares from the date of incorporation of the Company are set out in Annexure 7 to this Prospectus.

1.4.5 Voting rights

The MOI of the Company provides that, subject to any restrictions as to voting attached to any Shares by or in accordance with the MOI and the JSE Listings Requirements, every person present in person or by proxy, and entitled to vote at any general meeting shall, on a show of hands, have only one vote but, upon a poll, each such person shall have one vote for every share held or represented by him. Any variation in rights attaching to Shares will require the consent of the holders of not more than three-fourths of the issued Shares of that class, or with the sanction of a resolution passed in the same manner as a special resolution of the Company at a separate general meeting of the holders of the Shares of that class. Annexure 13 to this Prospectus contains the relevant extracts from NVest’s MOI.

1.4.6 Loan capital and debentures

As at the date of this Prospectus, NVest has no loan capital outstanding other than the balance of the amount payable to Sasfin in relation to the repurchase of 19% of the shares in NVest with effect from 1 January 2015, which is detailed in Annexure 8. These shareholder loans will be repaid from proceeds of the Preferential Offer and Private Placement as well as from retained income within the Company. In addition, the Company has no debentures in issue at the Last Practicable Date.

1.5 OPTIONS OR PREFERENTIAL RIGHTS IN RESPECT OF SHARES [Regulation 61]

As at the last practicable date, the Company had no contract or arrangement or proposed contract or arrangement, whereby any option or preferential right of any kind was proposed to be given to any person(s) to subscribe for any securities of the Company or any securities of the Company’s subsidiaries.

The Company has approved the Share Incentive Scheme as detailed in paragraph 1.2.4.2 above.

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Fractions of Shares in NVest will not be issued. However, in the event that any fractions arise, they will be rounded up from 0.5 cents and rounded down from 0.49 cents. [Regulation 61(1)]

1.6 COMMISSIONS PAID AND PAYABLE IN RESPECT OF UNDERWRITING AND SHARE ISSUES

[Regulation 62]

No consideration such as commissions, discounts or other payments have been paid by the Company in the preceding three years nor have any brokerages been granted in respect of the issue or sale of any securities. No commissions are payable in respect of the Prospectus as commission to any person for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any securities in the Company other than as detailed in paragraph 1.13 of this Prospectus.

1.7 MATERIAL CONTRACTS [Regulation 63(1) (b)] 1.7.1 Existing and/or proposed contracts

A list of existing contracts and/or proposed contracts relating to Directors’ and managerial remuneration, royalties and secretarial and technical fees payable by the Company or any subsidiary of the Company are as follows:

Employment contracts have been concluded with all Executive Directors. These

are standard employment contracts and will not be varied on listing other than for Anthony Denis Godwin who will assume the role of Chief Executive Officer of the NVest group and handover a number of his sales responsibilities and client relationships to other individuals within the group as is deemed appropriate. The next annual review date for employment contracts will be during 2016.

Arbor Capital Company Secretarial Proprietary Limited has been engaged on an arms-length, outsourced basis in order to assist the Company Secretary with a smooth transition into the listed environment.

The Company has not been a party to any material management agreements, restraint of trade agreements or any other agreement in terms of which any royalty or management fee is payable. The Company has not entered into any agreement relating to the payment of technical fees to date of this Prospectus other than those reflected under paragraph 1.13 of this Prospectus.

1.7.2 Material contracts

Material agreements entered into by, or in respect of, the Company, otherwise than in the ordinary course of business, within the three years prior to the date of the Prospectus are as follows: the acquisition of an additional 5% in the shareholding in NVest Securities

Proprietary Limited from Robert More McIntyre; the acquisition of an additional 2.5% in the shareholding in NFB Finance Brokers

Eastern Cape Proprietary Limited from McClure Family Trust; the acquisition of an additional 2.5% in the shareholding in NFB Finance Brokers

Eastern Cape Proprietary Limited from Elldan Trust; and the acquisition of an additional 15% in the shareholding in NFB Insurance Brokers

(Border) Proprietary Limited from Gray Family Trust.

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NVest was already the controlling shareholder in the above entities and the above acquisitions served to increase the percentage held in the above subsidiaries. All the shares in the above Subsidiaries have been transferred to NVest, where appropriate and the disposers of the shareholdings were issued shares in the Company. The above arrangements were contracted by way of a CM42 and no formal agreement was entered into. A table summarising details of the above agreements is set out below:

Effective date of acquisition

Consideration R

Goodwill R

Nature of Interest %

Details of vendors

31 Dec 2014 2 608 341 R0 5% in subsidiary Robert More McIntyre

31 Dec 2014 1 730 445 R0 2.5% in subsidiary McClure Family Trust31 Dec 2014 1 730 445 R0 2.5% in subsidiary Elldan Trust31 Dec 2014 1 344 077 R0 15% in subsidiary Gray Family Trust No loans or finance were associated with the above acquisitions. No book debts have been guaranteed nor any warranties given. No restraints of trade or other restrictions have been placed on the vendors nor are they considered necessary. No agreements have been made in respect of accrued liabilities for tax. In addition to the above, the Company entered into a Repurchase Agreement with Sasfin for the repurchase of 95 shares of the share capital (before the sub-division of the Company’s share capital), equating to 19% of the issued share capital. The Repurchase Consideration amounted to R60 999 183 plus any additional amounts that accrue until the date of the payment. As repayment for such Repurchase Consideration, an amount of R34 350 460 was paid on 24 March 2015, a further amount of R14 000 000 was paid on 31 March 2015 and the balance of R13 974 610.99 outstanding as at 31 March 2015 plus any additional amounts accruing, will be settled though existing cash reserves of R19.3 million as at 31 March 2015 and/or through funds raised in the Private Placing. The Repurchase was approved by shareholders on 31 December 2014 and the final agreement was signed on 19 February 2015. Any remaining consideration, plus any additional accrued amounts due on the outstanding balance, is payable by no later than 1 June 2015.

Should the Company not pay the consideration amount plus any additional accrued amounts within 5 business days of the Repurchase payment date, the Company will be obliged to allot and issue Sasfin subscription shares at the subscription price based on any outstanding amount owing at that time in accordance with the terms of the Repurchase Agreement, which was approved by shareholders on 31 December 2014. Should the Company fail to allot and issue shares accordingly, the shareholders Godwin Family Trust, The Gavin Ramsay Family Trust, Andrew and Heather Kent Trust, Basil Andrew Russell and Brendan Joseph Connellan have pledged their shares to Sasfin as security. Other than the above obligation to Sasfin, there are no other contracts entered into that contain an obligation or settlement that is material to NVest or its subsidiaries at the Last Practicable Date.

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1.8 INTERESTS OF DIRECTORS AND PROMOTERS [Regulation 64] [64(2) (a), (c)]

1.8.1 Directors’ interest in transactions

No consideration has been paid or been agreed to be paid to any Director or related party or another company in which a Director has a beneficial interest or of which such director is also a director, nor to any partnership, syndicate or other association of which the director is a member to:

• induce the Director to become a director; or • to qualify as a director; or • for services rendered by the Director or by a company, partnership,

syndicate or other association in connection with the promotion or formation of the Company.

Robert More McIntyre previously held 5% shares in NVest Securities Proprietary Limited and Travis Henry McClure and Philip Barry Bartlett both previously held 2.5% of NFB Finance Brokers Eastern Cape Proprietary Limited. These shareholdings were acquired by NVest with effect from 31 December 2014 and the details thereof are set out in paragraph 1.7.2 of this Prospectus.

Other than these interests, no other director, including a director who has resigned during the last 18 months, had any material beneficial interests, whether direct or indirect, in transactions that were effected by NVest or its Subsidiaries.

1.8.2 Directors’ interest in securities

As at the last practicable date, the aggregate direct and indirect interests of the Directors of NVest in the issued share capital of the Company (being 178 879 362 Shares), including former directors who have resigned in the past 18 months, before the Private Placing are indicated below:

Director

Directbeneficial

Indirectbeneficial

Total

Percentageof total

issued shareCapital (%)

Anthony Denis Godwin(1) - 76 680 000 76 680 000 42.87Gavin Robin Ramsay(2) - 42 245 000 42 245 000 23.62Andrew Vincent Kent(3) - 14 200 000 14 200 000 7.94Brendan Joseph Connellan

10 705 475 - 10 705 475 5.98

Robert More McIntyre 10 380 244 - 10 380 244 5.80Travis Henry McClure - 4 642 879 4 642 879 2.60Philip Barry Bartlett - 4 642 879 4 642 879 2.60Total 21 085 719 142 410 758 163 496 477 91.41

Notes: 1. Anthony Denis Godwin holds an indirect beneficial holding of 76 680 000

Shares through Godwin Trust. 2. Gavin Robin Ramsay holds an indirect beneficial holding of 42 245 000 Shares

through The Gavin Ramsay Family Trust. 3. Andrew Vincent Kent holds an indirect beneficial holding of 14 200 000 Shares

through Andrew and Heather Kent Trust.

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The aggregate direct and indirect interests of the Directors, including former directors, of NVest in the issued share capital of the Company after the Private Placing being 205 129 362 Shares (assuming the Private Placement is fully subscribed) are indicated below:

Director

Directbeneficial

Indirectbeneficial

Total

Percentageof totalissued share

Capital (%) Anthony Denis Godwin(1) - 76 680 000 76 680 000 37.38Gavin Robin Ramsay(2) - 42 245 000 42 245 000 20.59Andrew Vincent Kent(3) - 14 200 000 14 200 000 6.92Brendan Joseph Connellan 10 705 475 - 10 705 475 5.22Robert More McIntyre 10 380 244 - 10 380 244 5.06Travis Henry McClure - 4 642 879 4 642 879 2.26Philip Barry Bartlett - 4 642 879 4 642 879 2.26Basil Andrew Russell 3 550 005 - 3 550 005 1.73Frank Terence Knox 500 000 - 500 000 0.24Quentin Barnard 500 000 - 500 000 0.24Total 25 635 724 142 410 758 168 046 482 81.918

There have been no other changes to the above information up until the last practicable date. In terms of paragraph 21.3(g) of the JSE Listings Requirements, 50% of the shares held by Directors will be held in trust by the Company’s auditors until 29 February 2016, after which 50% will be released and the balance one year thereafter. There are no non-beneficial direct or indirect interests held by Directors. There are no promoters who have received fees or will receive any fees in relation to the promotion or formation of the Company.

1.9 LOANS [Regulation 65] 1.9.1 Material loans made to the Company and the Group [Regulation 65(2) (a)(i) to (iv)]

Details of material loans made to the Company and the Group, as well as inter-group borrowings, are set out in Annexure 8 to this Prospectus.

1.9.2 Material loans made by the Company or the Group [Regulation 65(2)(b)]

Details of material loans made by the Company are set out in Annexure 8 to this Prospectus.

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1.9.3 Contingent liabilities, material capital commitments and material inter-company

balances

As at the last practicable date, the Company and the Group had no contingent liabilities, material capital commitments or material inter-company balances, other than the inter-company balances as detailed in Annexure 8.

1.10 SHARES ISSUED OR TO BE ISSUED OTHER THAN FOR CASH [Regulation 66]

Other than the Shares disclosed in paragraph 1.7.2 and Annexure 7, none of the Company’s Shares have been issued other than for cash in the three years immediately preceding the date of this Prospectus and no other agreement has been entered into in terms of which the Company’s Shares will be issued other than for cash. There have also been no repurchases by the Company of its Shares in the three years immediately preceding the date of this Prospectus, other than the Sasfin Repurchase ahead of the listing as disclosed in paragraph 1.7.2 and Annexure 7. Similarly, the Subsidiaries have not issued or repurchased its shares during the three years immediately preceding the date of this Prospectus.

1.11 PROPERTY ACQUIRED OR TO BE ACQUIRED OR DISPOSED [Regulation 67] As at the last practicable date, neither the Company nor the Group are in the process of acquiring immovable property. The Group has not acquired immovable property during the past three years and does not hold any property as detailed in paragraph 1.3.7 above. In addition, neither the Company nor the Group has disposed of, and does not propose to dispose of any immovable property or fixed assets to third parties.

1.12 AMOUNTS PAID OR PAYABLE TO PROMOTERS [Regulation 68]

No promoter has any material beneficial interest in the Company’s promotion. Neither the Company nor its Subsidiaries have paid any amount (whether in cash or in securities), nor given any benefit to any promoters or any partnership, syndicate or other association of which a promoter was a member within the three years preceding the last practicable date or in relation to the Private Placement.

1.13 PRELIMINARY EXPENSES AND ISSUE EXPENSES [Regulation 69]

The following expenses and provisions are expected, or have been provided for in connection with the preparation of this Prospectus. All the fees payable to the parties below are exclusive of VAT.

Service Service provider RLegal advisors Cooper Conroy Bell & Richards Inc. 16 000Designated advisor Arbor Capital Sponsors 925 000Registration of Prospectus CIPC 7 000Documentation fee JSE 76 123Listing fee JSE 25 582Auditors and reporting accountants Grant Thornton 300 000Printing and publishing River Rock Media 50 000General provision 245 690Total 1 645 395

There are no preliminary expenses in the three years preceding the issue of this Prospectus.

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The Directors of NVest will be responsible for the majority of the capital raising, given the nature of their business and client base. No commission will be payable on the capital raised by the Directors of NVest. Of the above estimated expenses, the full amount has been allocated to the cost of issuing shares and raising capital and will be set off against stated capital.

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SECTION 2 – INFORMATION REGARDING THE PLACED SECURITIES [REGULATION 56] 2.1 Purpose of the Private Placing [Regulation 70]

The rationale for the listing is to provide NVest with a platform to grow beyond the Eastern Cape. It is our belief that being listed on the Alt-X will further raise the profile and visibility of the organization which in turn will lead to increased opportunities presenting themselves. A listing will also help increase the liquidity of the shares of the Company and a staff incentive scheme will enable the Company to attract and retain key individuals. NVest has a large established client base who we are confident will want to subscribe for any shares made available to the public; which we believe will result in an over-subscription. NVest also has a strong relationship with Sasfin which may be able to offer a portion of the Company’s shares to its clients should they be available. Thus it is expected that the capital raising exercise ahead of the Listing should prove successful. Ahead of the listing, the shareholding previously held by Sasfin was repurchased by the Company as a means of effecting a management buy-back of the Company’s equity that originated when the Company acquired the East London branch of Sasfin Securities in 2008 as well as to enable Sasfin to exit its private equity investment in the Company. As the Company intends to raise R26 250 000 from the listing, the proceeds from the offer will be used to settle any remaining obligation to Sasfin in relation to the Repurchase and any excess funds retained in the business thereafter be used to contribute towards future acquisitions and growth strategies as is deemed appropriate at the relevant time. Overall, the business, by its nature, is highly cash generative and the group does not need to raise capital for its current and near future funding requirements. As stated above, the capital raised will be used to fund the settlement of the Repurchase Consideration as well as to position the Group for future acquisitions and growth strategies.

In addition, the purpose of the Private Placing is to expand the capital base and shareholder spread of the Company in order to achieve a minimum spread of shareholders in terms of the JSE Listings Requirements.

2.2 Time and date of the opening and closing of the Private Placing [Regulation 71]

2015

Date on which the Private Placement (comprising the Private Placing and Preferential Offer) contemplated in this Prospectus will be open at 09h00 on

Monday, 25 May

Date on which the Private Placement (comprising the Private Placing and Preferential Offer) contemplated in this Prospectus will close at 12h00 on

Tuesday, 26 May

Date on which shareholders will be advised of their allocations Thursday, 28 May

Date on which funds will be debited from shareholders’ accounts Thursday, 28 May

Date on which shares will be allocated to shareholders’ accounts Friday, 29 May

Listing of securities on the JSE at the commencement of business on

Friday, 29 May

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2.3 Particulars of the Private Placing [Regulation 72] 2.3.1 Issue price of the ordinary Shares in this Private Placing

The Company’s capital structure and alterations to the share capital since incorporation and preceding the date of this Prospectus are set out in Annexure 7.

The Directors have resolved, via the required resolutions, authorisations and approvals, to issue 4 000 000 ordinary shares of no par value at 100 cents per share in terms of the Private Placement and 22 250 000 ordinary shares of no par value at 100 cents in terms of a Preferential Offer. The Directors consider this price to be justified by the prospects of the Company and the Group.

2.3.2 What the Private Placing comprises

The Private Placing comprises a Preferential Offer of 22 250 000 ordinary shares of no par value at 100 cents each and a further 4 000 000 shares of no par value at 100 cents per share by way of a Private Placing. Applications for the subscription may only be made on the forms which are enclosed with this Prospectus. Applications are irrevocable and may not be withdrawn once received by NVest. Application forms must be completed in accordance with the provisions of this Prospectus and the instructions as set out in the application form. Applications must be for a minimum of 10 000 Shares and in multiples of 100 thereafter. In the event of an over-subscription, the formula for the basis of allotment will be calculated in such a way that a person will not, in respect of his application, receive an allocation of a lesser number of securities than any other subscriber who applied for the same number or a lesser number of securities and will be determined by the Directors on an equitable basis in line with the JSE Listings Requirements. Shares will be tradable on the JSE in dematerialised form only and as such, all shareholders who elect to receive certificated Shares will first have to dematerialise their certificated Shares should they wish to trade therein. Applicants are advised that it takes between one and ten days to dematerialise certificated Shares depending on the volumes being processed by Strate and Computershare at the time of dematerialisation. Disadvantages of holding shares in certificated form include: the current risks associated with the holding of shares in certificated form,

including the risk of loss, in respect of tainted scrip, remain; and when a shareholder, holding certificated shares wishes to transact on the JSE,

such shareholder will be required to appoint a CSDP or a stockbroker to dematerialise the relevant ordinary shares prior to a stockbroker being able to transact in such shares. Such dematerialisation can take up to ten days. A certificated shareholder will have no recourse in the event of delays occasioned by the validation process or the acceptance or otherwise of the certificated shares by a CSDP.

Application for dematerialised shares where the applicant has a CSDP or broker:

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Applications may only be made on the relevant application form attached to this Prospectus. Photocopies or other reproductions may be rejected.

The application form must be completed and delivered to the applicant’s duly authorised CSDP or broker, as the case may be, at the time and on the date stipulated in the agreement governing their relationship with their CSDP or broker: - the brokers will collate all their respective applications and forward the

instruction to the brokers’ nominated CSDPs; - the CSDPs will collate all the applications received from brokers and/or

applicants and notify the Transfer Secretaries; and - payment will be effected against delivery of shares.

Applications for certificated shares:

Applications for certificated shares are no longer permitted in terms of the FMA. Applicants that do not have a CSDP or a Stockbroker can be assisted by Computershare to open an account. Payment may only be made by cheque, banker’s draft or electronic transfer. Postal orders or cash will not be accepted. The cheque or banker’s draft must be attached to and submitted with the relevant application form. Cheques must be crossed “not negotiable”, “not transferable” and made payable in favour of “NVest”. Applicants will be obliged to provide such documentary or other information as may be required on demand in order to satisfy the requirements of the Financial Intelligence Centre Act 38 of 2001, failing which an application may be rejected at the discretion of the Directors of the Company. Application forms must be lodged with Computershare Investor Services Proprietary Limited: 70 Marshall Street, Johannesburg, 2001; or PO Box 61051 Marshalltown, 2107; or E-mail: info@nvestel.co.za

so as to be received by no later than 12h00 on Tuesday, 26 May 2015. NO LATE APPLICATIONS WILL BE ACCEPTED. Each envelope should contain only one application form and must be clearly marked “NVest Issue”. No receipts will be issued for applications and remittances. Applications will only be regarded as complete when the relevant cheque/banker’s draft has been paid. All capital raised is payable in the currency of South Africa and will be deposited with Nedbank Limited immediately upon receipt by the Company, and will be utilised to pay for the costs of this Prospectus. Should any cheque or banker’s draft be dishonoured, the Directors of the Company may, in their absolute discretion, regard the relevant application as revoked and take such other steps in regard thereto as they may deem fit. Shares may not be applied for in the name of a minor, deceased estate or partnership. No documentary evidence of capacity to apply need accompany the application form, but the Directors reserve the right to call upon any applicant to submit such evidence for noting, which evidence will be returned at the applicant’s risk. Shares will be allocated in certificated form if the application form is received by the Transfer Secretaries directly from the applicant and no duly completed custody mandate accompanies such form.

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NVest Shares will trade on the JSE utilising the Strate settlement procedure. The principal features of Strate are:

trades executed on the JSE must be settled within five business days; penalties apply for late settlement; an electronic record of ownership replaces share certificates and physical

delivery of share certificates; and all investors are required to appoint either a broker or a CSDP to act on their

behalf and to handle their settlement requirements.

2.3.3 Issue of Shares

All Shares offered in terms of this Prospectus will be allotted and issued at the expense of NVest under the provisions of the FMA. All Shares offered in terms of this Prospectus will be allotted subject to the provisions of NVest’s MOI and will rank pari passu in all respects with existing Shares. NVest will use the “certified transfer deeds and other temporary documents of title” procedure approved by the JSE and only “block” certificates will be issued for Shares allotted in terms of this Prospectus or deposited with the CSDP. For applicants who subscribe for dematerialised Shares, their duly appointed CSDP or broker will receive the dematerialised Shares on their behalf on transfer of the applicant’s consideration for the Shares by the duly appointed CSDP or the broker to the transfer secretaries.

2.3.4 Exchange Control Regulations

The following summary is intended as a guide and is therefore not comprehensive. If you are in any doubt hereto, please consult your professional advisor.

"In terms of the Exchange Control Regulations of the Republic of South Africa:

- A former resident of the Common Monetary Area who has emigrated, may use

emigrant blocked funds to subscribe for Shares in terms of this Prospectus; - all payments in respect of subscriptions for Shares by an emigrant, using emigrant

blocked funds, must be made through the Authorised Dealer in foreign exchange controlling the blocked assets;

- any Shares issued pursuant to the use of emigrant blocked funds, will be credited to their blocked share accounts at the Central Securities Depository Participant controlling their blocked portfolios;

- Shares subsequently re-materialised and issued in certificated form, will be endorsed “Non-Resident” and will be sent to the Authorised Dealer in foreign exchange through whom the payment was made; and

- if applicable, refund monies payable in respect of unsuccessful applications or partly successful applications, as the case may be, for Shares in terms of this Prospectus, emanating from emigrant blocked accounts, will be returned to the Authorised Dealer in foreign exchange through whom the payments were made, for credit to such applicants’ blocked accounts.

Applicants resident outside the Common Monetary Area should note that, where Shares are subsequently re-materialised and issued in certificated form, such share certificates will be endorsed “Non-Resident” in terms of the Exchange Control Regulations.”

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2.4. Minimum subscription [Regulation 73]

In the opinion of the Directors, there is no minimum subscription required. The Company is required to meet the minimum spread requirement of at least 10% to be held by the general public as defined in the JSE Listings Requirements, which will amount to approximately R10 250 000 or 10 250 000 shares at 100 cents per share. In the event that this is not achieved, monies will be refunded to all applicants. The Company already has public shareholders holding more than 5%. The Company expects to raise the full amount offered in this Prospectus and achieve the spread of shareholders required. All amounts raised will be utilised to expand the Group and provide for the further working capital of the Company and the Group, as stated in the pro forma financial statements in the Prospectus.

2.5 Shareholder information

Prior to the implementation of the Private Placement and Preferential Offer and as at the last practicable date, the following shareholders beneficially held, directly or indirectly, 5% or more of the issued share capital of the Company:

Before the Private Placement (based on 178 879 362 shares in issue)

Shareholder Number of Shares %

Godwin Trust 76 680 000 42.87

The Gavin Ramsay Family Trust 42 245 000 23.62

Andrew and Heather Kent Trust 14 200 000 7.94

Brendan Joseph Connellan 10 705 475 5.98

Robert More McIntyre 10 380 244 5.80

Rayner Sparg Trust 10 270 000 5.74

TOTAL 164 480 719 91.95

Following the implementation of the Private Placement and Preferential Offer (based on 205 129 362 shares in issue), the following shareholders are anticipated to hold beneficially, directly or indirectly, 5% or more of the issued share capital of the Company:

Shareholder Number of Shares %

Godwin Trust 76 680 000 37.38

The Gavin Ramsay Family Trust 42 245 000 20.59

Andrew and Heather Kent Trust 14 200 000 6.92

Brendan Joseph Connellan 10 705 475 5.22

Robert More McIntyre 10 380 244 5.06

Rayner Sparg Trust 10 270 000 5.01

TOTAL 164 480 719 80.18

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A voting pool agreement, incorporating pre-emptive rights, has been signed between the following parties and provides for a 51% vote by the voting pool members, which members represents the controlling shareholders: Shareholder % Shareholding*Godwin Trust 37.38The Gavin Ramsay Family Trust 20.59Andrew and Heather Kent Trust 6.92Brendan Joseph Connellan 5.22Robert More McIntyre 5.06Elldan Trust 2.26McClure Family Trust 2.26TOTAL 79.69* Shareholding percentage after the new issue of 26 250 000 shares and based on

205 129 362 shares in issue.

Information relating to the beneficiaries of the Trusts, as extracted from the Trusts is set out below:

THE ANDREW AND HEATHER KENT TRUST - ADDENDUM A – Interpretation of Terms:

1.1.3 - Beneficiaries: Andrew Vincent Kent 6102165006089Heather Cheryl Kent 5908070046080The Issue – Andrew Vincent Kent and Heather Cheryl Kent Any Trust (established or which might be established) Addendum C : Specific Beneficiaries: Andrew Vincent Kent 6102165006089Heather Cheryl Kent 5908070046080Jessica Lynn Kent DOB: 22/01/1991Cameron Vincent Kent DOB: 03/07/1993

THE ELLDAN TRUST - ADDENDUM A – Interpretation of Terms:

1.5 - Beneficiaries: Means the person/s and/or entity/ies, (to whom the Trustees of the Trust are entitled to distribute income and/or capital and/or capital gain, (howsoever arising), and/or the taxable income arising from any capital gain of the Trust, (any said benefit hereinafter referred to as “any said benefit”), viz. those persons selected by the Trustees in their discretion from among the members of the groups as listed per Addendum C of the Trust deed. Provided that the Trustees of the Trust are entitled in their discretion to distributer said incomer and/or capital and/or capital gain and/or the taxable income, howsoever arising, to:- - Any trust, (hereinafter, for the purposes of this sub clause, referred to as “the said

Trust”), where any beneficiary of the said Trust is also a beneficiary of the Trust, and/or

- Any beneficiary of any Trust that is a beneficiary of the Trust. Provided further that the Trustees of the Trust shall have the right to nominate further beneficiaries from time to time, (by formal minutes to said effect). Provided further that it is expressly stipulated that the Trustees shall not be empowered to identify/nominate a beneficiary if said nomination should constitute non compliance of the trust with any provision of the Close Corporate Act No. 69 of 1998, (making it possible for a trust to be a member of a close corporation). Addendum C : Beneficiaries:

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Group A: Philip Barry Bartlett 7409145137085; and or Group B: Kim Bartlett 7709300128088, and/or Group C: The ascendant/s, (parent/s), of the abovenamed beneficiaries, and/or The Issue born from the marriage of Philip Barry Bartlett, (7409145137085), and Kim Bartlett (770930 0128 088), and/or The descendants of Philip Barry Bartlett (7409145137085), and Kim Bartlett (7709300128088), and/or

Group D: Ella Bartlett 1002100279087, and or Group F: Any Trust created and/or to be created, (directly and/or indirectly), for the benefit of any of the aforesaid beneficiaries, and/or Group G: Any legal person and/or entity as nominated from time to time by the Trustees by unanimous decision to said effort, and/or Group H: Any Company, the shares of which, (in whole, or in part), are held by:- - Any of the beneficiaries, as referred to above, and/or - This trust, and/or Any Company, the shares of which, (in whole, or in part), are held by any company, whose ultimate shareholding, (in whole, or in part, held by:- - Any of the beneficiaries, as referred to above, and/or - This trust, and/or Group I: Any charitable, educational, ecclesiastical, religious institution and/or any amateur sporting association and/or any public benefit organisation (as referred to in section 30 of the Income Tax Act of 1962, (or as referred to in terms of any other relevant legislation), and/or any person identified by the trustees as requiring financial assistance for study, medical or essential living support purposes from time to time, as selected by the Trustees by unanimous decision.

THE GAVIN RAMSAY FAMILY TRUST - ADDENDUM A – Interpretation of Terms:

1.1.3 - Beneficiaries: Means the persons to whom the Trust income and capital will be distributed viz. those persons selected by the Trustees in their discretion from among the members of the class consisting of those persons listed per Addendum C of this Trust Deed, and shall include Gavin Robin Ramsay, his/her spouse, his/her former spouse, his/her widow/widower, the lawful issue of Gavin Robin Ramsay, the surviving and former descendants of his/her lawful issue, or any Trust established or which might be established for the benefit, directly or indirectly, of any of the foregoing. Provided that any such Trust that is a Beneficiary in terms hereof shall only have natural persons as said Trust’s Beneficiaries.

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Addendum C : Beneficiaries: Glynis Aubrey Ramsay DOB: 09/03/1948 Beverley Norman DOB: 23/05/1971 Reg Mark Ramsay DOB: 11/09/1969 Colin David Ramsay DOB: 12/11/1980

THE GODWIN TRUST - ADDENDUM A – Interpretation of Terms:

1.1.3 - Beneficiaries: Beneficiaries means the persons to whom the Trust income and capital will be distributed viz. those persons selected by the Trustees in their discretion from among the members of the class consisting of those persons listed in the preamble of this Trust Deed, and shall include Anthony Denis Godwin, his/her spouse, his/her former spouse, his/her widow/widower, the lawful issue of Anthony Denis Godwin, the surviving and former spouses of his/her lawful issue and the descendants of his/her lawful issue, or any Trust established or which might be established for the benefit, directly or indirectly, of any of the foregoing

Addendum C : Beneficiaries: The persons as referred to in Clause 1.1.3 of Addendum A of the Deed.

THE GRAY FAMILY TRUST - ADDENDUM A – Interpretation of Terms:

1.1.3 - Beneficiaries: Beneficiaries means the persons to whom the Trust income and capital will be distributed viz. those persons selected by the Trustees in their discretion and shall include: Anthony Wakelyn Gray 4708145006080, and/or The spouse, former spouse, future spouse, widow of Anthony Wakelyn Gray, and/or The descendants of Anthony Wakelyn Gray, and/or The lawful issue, (hereinafter referred to as “the said lawful issue”), of Anthony Wakelyn Gray. And/or The surviving and former spouses of the said lawful issue, and/or The descendants of the said lawful issue, and/or Any person related in the collateral line to Anthony Wakelyn Gray, and/or The ascendants of Anthony Wakelyn Gray, and/or Any person related in the collateral line to any ascendant, and/or The surviving and former spouses of the said ascendants, and/or Any Trust, (established or which might be established), for the benefit of any of the aforegoing persons. Provided further that any trust of which this trust is a sole or a partial beneficiary shall also qualify as a beneficiary and accordingly may receive any benefit as can be afforded a beneficiary in terms of this trust deed. Provided further that any amateur sporting association, charitable and/or ecclesiastical and/or educational institution shall also qualify as a Beneficiary.

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SECTION 3 – STATEMENTS AND REPORTS RELATING TO THE PRIVATE PLACING [REGULATION 56] 3.1 Statement of adequacy of capital [Regulation 74]

The Directors of the Company are of the opinion that the working capital of NVest both before and pursuant to the Private Placing, is sufficient for the Group’s present requirements, that is, for a period of at least the next 12 months from the date of issue of this Prospectus. Arbor Capital Sponsors, the Company’s designated advisor, has confirmed that it has obtained written confirmation from the Directors that the working capital available to the Group is sufficient to meet the requirements of the Group for at least the next 12 months from the date of issue of this Prospectus. The designated advisor is satisfied that this confirmation has only been given after due and careful enquiry by the Directors.

3.2 Report by Directors as to material changes [Regulation 75]

The historical financial information of NVest and NVest is set out fully in Annexure 1 and Annexure 3A of this Prospectus. Save as disclosed in this Prospectus, there have been no other material changes in the financial and trading position of the Company and the Group since 31 August 2014 and the date of this Prospectus.

3.3 Statement as to listing on a stock exchange [Regulation 76]

The Company’s Shares are not listed on any stock exchange currently. In anticipation of the Listing, the Company has submitted an application for its Shares to be listed on the JSE with effect from the commencement of business on Friday, 29 May 2015. The JSE has approved the listing of NVest, subject to the Company achieving the spread of public shareholders required in terms of the JSE Listings Requirements relating to AltX.

3.4 Report by the auditor when a business undertaking is to be acquired [Regulation 77]

No proceeds of this private placing or any part of the proceeds of the issue of securities or any other funds are to be applied directly or indirectly in the purchase of any business undertaking.

3.5 Report by the auditor when the Company will acquire a subsidiary [Regulation 78]

This private placing to the public does not coincide, directly or indirectly, with the acquisition by the Company, or its Subsidiaries, of securities in or of the business undertaking of any other company, in consequence of which that company or business undertaking will become a subsidiary of or part of the business of NVest.

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3.6 Reports by the auditor of the Company [Regulation 79]

In terms of Regulation 79 of the Companies Act, the auditor is required to prepare a report on the profits and losses, dividends and assets and liabilities of the Company and the Group. In this regard Annexure 1 and Annexure 2 of this Prospectus sets out the financial information and the auditor’s report in respect of the financial information required.

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SECTION 4 – ADDITIONAL MATERIAL INFORMATION [Regulation 56] The following additional disclosures are made in respect of the Company and Group in accordance with section 6 of the JSE Listings Requirements: 4.1 Litigation statement]

There are no legal or arbitration proceedings, including any proceedings that are pending or threatened, of which the Company and Group is aware that may have or have had in the last 12 months, a material effect on the Company’s or the Group’s financial position.

4.2 Experts’ consents

Each of the parties listed under Corporate Information on page 3 has consented in writing to act in the capacities stated and to their names appearing in this Prospectus and have not withdrawn their consent prior to the publication of this Prospectus. The independent reporting accountants have consented in writing to have their reports appear in the Prospectus in the form and context as they appear and have not withdrawn their approval prior to the publication of this Prospectus.

4.3 Directors’ responsibility statement

The Directors of the Company, whose names are given in Section 1, paragraph 1.2 of this Prospectus, collectively and individually, accept full responsibility for the accuracy of the information provided in this Prospectus and certify that to the best of their knowledge and belief there are no facts relating to the Company and Group that have been omitted which would make any statement relating to the Company or Group false or misleading, that all reasonable enquiries to ascertain such facts have been made and that this Prospectus contains all information relating to the Company or Group required by law and the JSE Listings Requirements.

4.4 Vendors and controlling shareholders The controlling shareholders of NVest are the Directors of the Company who have signed a voting pool agreement as detailed in paragraph 2.5. Of these voting pool members, the Chief Executive Director of NVest, namely Anthony Denis Godwin, holds indirectly through the Godwin Trust, 42.87% before, and 37.38% after, the issue of Shares in terms of this Prospectus. Details of the individual shares and percentages held are set out in paragraph 1.8.2 of this Prospectus. There has been no change in controlling shareholder or trading objects of the Company in the past five years. There are no vendors associated with the listing of NVest. However, the Group has been established within the past three years and details of the founders and former vendors are set out in paragraph 1.7.2 above. The former vendors comprise the controlling shareholders and members of key management.

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SECTION 5 – INAPPLICABLE OR IMMATERIAL MATTERS [REGULATION 56] The following paragraphs of the Companies Regulations dealing with the requirements for a Prospectus are not applicable to this Prospectus: [52(2), 55, 57(2), 58(3)(d), 59(2)(a), 60(c), 61, 62, 65(2)(b), 66, 68, 69(a), 69(b), 70(b), 72(2), 72(3), 74(b), 75, 77, 78 and 80] By order of the Board Anthony Denis Godwin Chief Executive Officer Registered office 127 Cape Road Mount Croix Port Elizabeth 6057 (PO Box 8132, Nahoon, 5210) SIGNED AT EAST LONDON ON 15 MAY 2015 ON BEHALF OF ALL THE DIRECTORS OF NVEST FINANCIAL HOLDINGS LIMITED

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ANNEXURE 1

FINANCIAL INFORMATION REQUIRED IN TERMS OF REGULATION 79 OF THE COMPANIES ACT IN RESPECT OF THE COMPANY AND GROUP In terms of Regulation 79 of the Companies Act, this Annexure 1 includes the consolidated historical profits of the Company and Group as well as the dividends paid for the financial years ended 28 February 2014, 28 February 2013 and 28 February 2012 and its consolidated statement of financial position as at 28 February 2014. Group

Financial year ended

28 February 2014

Financial year ended

28 February 2013

Financial year ended

28 February 2012 R’000 R’000 R’000 Net profit before taxation 42,404,557 29,494,254 21 942 602Net profit after taxation 32,668,687 21,688,838 15 004 337Dividends paid (23,750,000) (9,227,225) (5 000 000)

Company

Financial year ended

28 February 2014

Financial year ended

28 February 2013

Financial year ended

28 February 2012 R’000 R’000 R’000 Net profit before taxation 31,259,653 9,964,035 7 438 888Net profit after taxation 30,659,290 9,845,815 7 429 779Dividends paid (23,750,000) (9,227,225) (5 000 000)

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STATEMENT OF FINANCIAL POSITION Group Figures in Rand Financial year

ended 28 February 2014

ASSETS Non-Current Assets Property, plant and equipment 1 230 169Goodwill 25 841 279Investment in joint ventures 60Investments in associates 14 812 666Loans to group companies 431 953Loans to shareholders -Other financial assets 200 000Deferred tax 425 034 42 941 161Current Assets Loan to group companies -Loans to shareholders 1 843 032Current tax receivable -Trade and other receivables 7 073 502Cash and cash equivalents 49 734 504 58 651 038Total Assets 101 592 199EQUITY AND LIABILITIES Equity Share capital 18 120 538Retained income 57 307 016Equity Attributable to Equity Holders of Parent 75 427 554Non-controlling interest 3 633 741 79 061 295Liabilities Non-Current Liabilities Operating lease liability 93 851Loans from shareholders - 93 851Current Liabilities Loans from shareholders 486 200Current tax payable 850 347Operating lease liability -Trade and other payables 21 100 506 22 437 053Total Liabilities 22 530 904Total Equity and Liabilities 101 592 199 Number of shares in issue (Post sub-division) 177 500 000Net asset value per share (cents) 42.5Net tangible asset value per share (cents) 27.9

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Company Figures in Rand Financial year

ended 28 February 2014

ASSETS Non-Current Assets Property, plant and equipment 169 135Goodwill -Investments in subsidiaries 14 744 397Investment in joint ventures 60Investments in associates 20 119Loans to group companies 7 283 769Loans to shareholders Other financial assets -Deferred tax 88 802 22 306 282Current Assets Loan to group companies 9 824Loans to shareholders -Current tax receivable -Trade and other receivables 332 936Cash and cash equivalents 6 710 303 7 053 063Total Assets 29 359 345EQUITY AND LIABILITIES Equity Share capital 18 120 538Retained income 10 302 837Equity Attributable to Equity Holders of Parent 28 423 375Non-controlling interest - 28 423 375Liabilities Non-Current Liabilities Operating lease liability Loans from shareholders - -Current Liabilities Loan from group company - Loans from shareholders -Current tax payable 269 560Operating lease liability -Trade and other payables 666 410 935 970Total Liabilities 935 970Total Equity and Liabilities 29 359 345 Number of shares in issue (Post sub-division) 177 500 000Net asset value per share (cents) 16.0Net tangible asset value per share (cents) 16.0

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ANNEXURE 2

AUDITORS REPORT ON THE FINANCIAL INFORMATION OF NVEST (“NVEST”) IN TERMS OF REGULATION 79 OF THE COMPANIES ACT 18 May 2015 The Directors NVest Financial Holdings Limited ADDRESS Dear Sirs AUDITORS REPORT ON THE FINANCIAL INFORMATION OF NVEST FINANCIAL HOLDINGS LIMITED (“NVEST”) IN TERMS OF REGULATION 79 OF THE COMPANIES ACT We have agreed to provide a report on NVest’s financial information included in Annexure 1 of the prospectus to be issued on or about 21 May 2015 (“the Prospectus”) for purposes of complying with Regulation 79 of the Companies Act 71 of 2008 (“the Act”). In terms of Regulation 79 of the Act, a company issuing a prospectus is required to provide financial information comprising of the following: the profits and losses for the three financial years preceding the date of the Prospectus; the rates of the dividends, if any, paid by the Company in respect of each class of

securities of the company in respect of each of the three financial years immediately preceding the issue of the Prospectus; and

the assets and liabilities as at the last date to which the annual financial statements were made out

(collectively “the regulation 79 financial information”). Grant Thornton Cape Inc. is the appointed auditor of NVest. We have audited the annual financial statements of NVest for the years ended 28 February 2014, 28 February 2013 and 28 February 2012. We have expressed unqualified audit opinions in respect of NVest’s annual financial statements for the aforementioned periods. Our audits were conducted in accordance with International Standards on Auditing and Review engagements and the financial statements prepared in accordance with International Financial Reporting Standards. We have not performed any audit procedures subsequent to our audit opinions in respect of the financial years ended 28 February 2014, 28 February 2013 and 28 February 2012. Based on the above and subject to our reporting accountants’ reports, which have been included in Annexure 2 of the Prospectus, we are satisfied that the NVest financial statements for the 2014 financial year are correct and have been prepared on a basis consistent with the Act. Extraction of financial information The regulation 79 financial information detailed in Annexure 1 is an extraction from NVest’s annual financial statements for the years ended 28 February 2014, 2013 and 2012. As a result of the Regulation 79 financial information being an extraction from annual financial statements we can report the following: the trade debtors and creditors as at 28 February 2014 include no material amount that

is not a trade account; the provision for doubtful debts at 28 February 2014 appear to be adequate; and

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all inter company profits have been eliminated. Material changes in the assets and liabilities In accordance with Regulation 79 (4)(b)(v), Grant Thornton Cape Inc. is required to include a statement in its report, as to whether there have been any material changes in the assets and liabilities of NVest since the date of the latest available financial statements. Our engagement was undertaken in accordance with the International Standards on Related Services applicable to agreed-upon procedures engagements. The procedures were performed solely to assist you in complying with regulation 79 (4)(b)(v) of the Companies Act. The following procedures were performed: Review the latest available management accounts of NVest. Review minutes of the board of Directors of NVest since the financial year end. Obtain a letter of representation from NVest management confirming that there have

been no significant changes to the financial position of the Company since the financial year end.

Based on the aforementioned procedures, nothing has come to our attention that would indicate that there has been a material change in the assets and liabilities of NVest since its last financial year end. Because the above procedures do not constitute either an audit or a review made in accordance with International Standards on Auditing or International Standards on Review Engagements, we do not express any assurance on the procedures. Had we performed additional procedures or had we performed an audit or review of the financial statements in accordance with International Standards on Auditing or International Standards on Review Engagements, other matters might have come to our attention that would have been reported to you. Our report is solely for the purpose of complying with Regulation 79 (4)(b)(v) and for your information. This report relates only to the items specified above, and does not extend to any financial statements of NVest. We hereby consent to the inclusion of this letter in its entirety in the Prospectus to be issued on or about 21 May 2015. Yours faithfully Grant Thornton Cape Inc. Chartered Accountant (SA) Registered Auditors Per Imtiaaz Hashim Chartered Accountant (SA) Registered Auditors 125 Cape Road, Mount Croix, Port Elizabeth, 6001 (PO Box 63814, Greenacres, 6057)

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ANNEXURE 3A

CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF NVEST FOR THE THREE YEARS ENDED 28 FEBRUARY 2014, 28 FEBRUARY 2013, AND 29 FEBRUARY 2012 This annexure contains a report on the historical financial information of NVest. The information is taken from the audited consolidated financial statements of which were prepared in the manner required by the Act, where applicable, in accordance with IFRS and were audited and reported on without qualification by Grant Thornton for the three financial years ended 28 February 2014, 28 February 2013 and 29 February 2012. The information has been extracted from the annual financial statements of NVest. The information presented in this Annexure 3A is the responsibility of the Directors of NVest. [8.1] Grant Thornton has been appointed as the independent reporting accountants in accordance with the JSE Listings Requirements and its special purpose audit report on the audited financial information is contained in Annexure 4 to this Prospectus. There are no facts or circumstances that are material to an appreciation of the state of affairs, financial position, changes in equity, results of operations and cash flows of the Group that have not been dealt with in the financial information. The executive committee comprises of Anthony Denis Godwin (Chief Executive Officer), Frank Terence Knox (Financial Director), Robert More McIntyre (Corporate Finance Financial Director), Gavin Robin Ramsay, Andrew Vincent Kent, Brendan Joseph Connellan, Travis Henry McClure, Philip Barry Bartlett and Quentin Barnard (Chief Information Officer). The executive committee has made all management decisions for the three year period. [8.3(g)] There has been no material change in the nature of the business of the Group since 31 August 2014 up to the last practicable date, other than the Repurchase post 31 August 2014 in anticipation of the Listing as detailed in the Prospectus. No adjustments were required to be made to the financial information of NVest used in preparing the report of historical financial information in relation to retrospective application of changes in accounting policies or retrospective correction of fundamental errors. 1. Review of activities

Main business and operations [8.12] NVest was incorporated as a private company on 3 July 2008 and converted to a public company by way of special resolution on 31 December 2014. The special resolution was registered by CIPC on 15 May 2015. The year end of the Company is 28 February each year. NVest is a Financial Services Group although the core companies NFB Private Wealth Management and NVest Securities are asset management / private wealth type of businesses, with approximately R13.4 billion assets under administration and management as at 31 December 2014. The state of affairs of the Company are fully set out in the attached special purpose financial statements and do not in our opinion require any further comment.

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2. Authorised and issued share capital The authorised share capital is 1 000 000 000 ordinary shares of no par value and 178 879 362 issued shares of no par value. In anticipation of Listing, 95 shares were repurchased from Sasfin in terms of the Repurchase Agreement. Thereafter, the remaining 405 issued shares of R1.00 par value were sub-divided into 143 775 000 shares of no par value by way of a special resolution passed on 31 December 2014. As part of the restructuring of the Group ahead of the listing, the following shares were issued in order to acquire various minority interests in the NVest subsidiaries:

3 032 954 to Robert More McIntyre 2 012 146 to McClure Family Trust 1 562 880 to Gray Family Trust 2 012 146 to Elldan Trust

Further issues of shares for cash to key executives of the group were issued in terms of pre-existing arrangements as well as to secure key management and succession planning for the group as detailed in Annexure 7. Furthermore, 10 270 000 shares were issued to Rayner Sparg Trust, a key client of the Group, for cash in order to secure a placing of a portion of the cash required to fund the Repurchase Consideration ahead of the Listing. The Company is of the opinion that this issue of shares was a strategic one and that both parties will gain strong potential benefits from this strategic alignment. The share issues are detailed in Annexure 7 to this Prospectus. No additional shares have been, or have been committed to be, issued after the last practicable date, other than the Shares to be issued as part of the Private Placing. There are no convertible securities in issue at the Last Practicable Date. There were no share or option schemes in existence in the Group as at the last practicable date other than the recently approved Share Incentive Scheme introduced ahead of the Listing. Extracts of the salient features of the Share Incentive Scheme are set out in Annexure 16.

3. Dividends [Regulation 79(1)(b)]

The company declared and paid dividends of R25 100 000 during the 2015 financial year (2014: R23 750 000). No dividends have been declared from the year end of 28 February 2015 until the last practicable date – the Directors will consider the declaration of a final dividend on the release of the 2015 results in line with the Company’s dividend policy.

4. Holding Company

The Company is controlled by the Directors of NVest.

5. Interest in Subsidiaries Details regarding the Company’s subsidiaries are disclosed in Annexure 10 of this Prospectus.

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6. Going concern review

The financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. The Directors have considered the operational budget and cash flow forecasts for the ensuing year which are based on the current expected economic and market conditions. The Directors believe that NVest and its Subsidiaries have adequate financial resources to continue as a going concern during the ensuing year. Accordingly, the Directors have adopted the going concern basis in the preparation of the financial statements.

7. Events after the reporting period

Save for the private placement set out in this prospectus, the Directors are not aware of any matter or circumstance arising since the end of the financial year that has a material impact on the financial statements.

8. Borrowing limitations

In terms of the MOI of the Company, the Directors may exercise all the powers of the Company to borrow money, as they consider appropriate. Furthermore the Directors shall procure that the aggregate principal amount at any one time outstanding in respect of moneys borrowed or raised by the Company and all the Subsidiaries shall not exceed, to the extent applicable, the aggregate amount authorised.

9. Directors The Directors of the Company as at the various dates of approval of the financial statements set out below were:

Anthony Denis Godwin; Gavin Robin Ramsay; Andrew Vincent Kent; Brendan Joseph Connellan; Quentin Barnard (appointed Sept 2012 and resigned April 2015); Frank Terence Knox (appointed Sept 2012, resigned April 2015 and re-

appointed May 2015); Michael Sassoon (appointed April 2011 and resigned April 2015); Neil Eppel (appointed April 2014 and resigned April 2015); and Roland Sassoon (appointed Dec 2008 and resigned April 2014.

10. Interest in Subsidiaries acquired post year end

Save for the acquisition of 76% of NVest Property Services Proprietary Limited on 1 April 2015, being an immaterial acquisition and a new company start-up utilising a dormant shelf company, the Company has not acquired an interest in any new Subsidiaries after year end.

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11. Special and other resolutions

Shareholders retrospectively passed special resolutions on 31 December 2014 for the conversion of the share capital to shares of no par value, the sub-division of the share capital ahead of the listing, the subsequent reduction in authorised share capital and the conversion of the Company to a public company. In addition, a special resolution was passed on 31 December 2014 for the Repurchase ahead of the listing of the Company as well as adoption of a new MOI in order to ensure compliance of the MOI with the JSE Listings Requirements. Other than the above, there have been no other changes to the share capital from the date of incorporation of the Company. At a general meeting of the shareholders held on 1 April 2015 the following ordinary and special resolutions were passed:

It was resolved that financial assistance in terms of section 45 of the Companies

Act be approved for all group companies. The Directors are satisfied that all criteria as per section 44 and section 45 of the Companies Act were met;

Non-executive Directors’ remuneration for the period commencing 1 March 2015 was approved; and

A general authority to issue shares for cash was approved in accordance with the JSE Listings Requirements in anticipation of the intended listing on the JSE.

12. Auditors

Grant Thornton has been appointed as the auditor and will continue in office in accordance with section 90 of the Act.

13. Liquidity and solvency

The Directors have performed the required liquidity and solvency tests as and when required by the Companies Act.

Statement of financial position

Group Figures in Rand Note(s) 2014 2013 2012ASSETS Non-Current Assets Property, plant and equipment 3 1 230 169 1 312 316 1 452 784Goodwill 4 25 841 279 26 204 485 26 567 717Investment in joint ventures 6 60 60 60Investments in associates 7 14 812 666 5 562 079 107 311Loans to group companies 8 431 953 496 832 1 072 853Loans to shareholders - - 1 026 336Other financial assets 9 200 000 200 000 200 000Deferred tax 10 425 034 279 846 255 535 42 941 161 34 055 618 30 682 596Current Assets Loan to group companies 8 - - 467 484Loans to shareholders 11 1 843 032 1 759 874 -Current tax receivable - - 99 900Trade and other receivables 12 7 073 502 6 073 535 6 616 108Cash and cash equivalents 13 49 734 504 38 115 772 30 247 701 58 651 038 45 949 181 37 431 193Total Assets 101 592 199 80 004 799 68 113 789EQUITY AND LIABILITIES Equity

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Share capital 14 18 120 538 18 120 538 18 120 538Retained income 57 307 016 48 579 345 36 699 967Equity Attributable to Equity Holders of Parent

75 427 554 66 699 883 54 820 505

Non-controlling interest 3 633 741 1 767 120 1 287 174 79 061 295 68 467 003 56 107 679Liabilities Non-Current Liabilities Operating lease liability 15 93 851 13 817 207 290Loans from shareholders - - 601 588 93 851 13 817 808 878Current Liabilities Loans from shareholders 11 486 200 972 401 530 813Current tax payable 850 347 939 475 195 741Operating lease liability 15 - 218 308 229 936Trade and other payables 16 21 100 506 9 393 795 10 240 742 22 437 053 11 523 979 11 197 232Total Liabilities 22 530 904 11 537 796 12 006 110Total Equity and Liabilities 101 592 199 80 004 799 68 113 789 Number of shares in issue (Post sub-division)

177 500 000 177 500 000 177 500 000

Net asset value per share (cents) 42.5 37.6 30.9Net tangible asset value per share (cents)

27.9 22.8 15.9

Statement of Comprehensive Income

Group Figures in Rand Note(s) 2014 2013 2012 Revenue 19 97 211 558 78 578 886 70 057 090Cost of sales 20 (22 361 491) (17 319 327) (12 487 135)Gross profit 74 850 067 61 259 559 57 569 955Other income 2 492 180 2 180 072 2 031 828Operating expenses (45 841 922) (40 580 240) (38 687 022)Operating profit (loss) 21 31 500 325 22 859 391 20 914 761 Investment revenue 22 1 653 807 1 206 481 965 080Income from equity accounted investments

9 250 588 5 430 578 65 748

Finance costs 23 (163) (2 195) (2 987)Profit before taxation 42 404 557 29 494 255 21 942 602Taxation 24 (9 735 870) (7 805 416) (6 983 265)Profit for the year 32 668 687 21 688 839 15 004 337Other comprehensive income - - -Total comprehensive income 32 668 687 21 688 839 15 004 337 Total comprehensive income attributable to:

Owners of the parent 30 926 530 20 985 876 14 586 108Non-controlling interest 1 742 157 702 963 418 229 32 668 687 21 688 839 15 004 337

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Profit attributable to : Owners of the parent 30 926 530 20 985 876 14 586 108 Non-controlling interest 1 742 157 702 963 418 229 32 668 687 21 688 839 15 004 337 Headline earnings reconciliation: Profit attributable to equity owners of the parent

30 926 530 20 985 876 14 586 108

Adjustments ( 9 706 504) ( 4 314 324) ( 260 300)Headline earnings 21 220 026 16 671 552 14 325 808Weighted average shares in issue (post subdivision)

177 500 000 177 500 000 177 500 000

Earnings per share (cents) 17.4 11.8 8.2Headline earnings per share (cents) 12.0 9.4 8.1

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67

Statement of Cash Flows

Group Figures in Rand Notes 2014 2013 2012 Cash flows from operating activities Cash generated from (used in) operations

25 42 569 846 22 642 426 14 235 841

Interest income 1 653 807 1 206 481 965 080Dividends received - - -Finance costs (163) (2 195) (2 987)Tax paid 26 (9 970 184) (6 986 094) (7 236 890)Net cash from operating activities 34 253 306 16 860 618 7 961 044 Cash flows from investing activities Purchase of property, plant and equipment

3 (418 905) (269 733) (419 892)

Sale of property, plant and equipment

3 - - 25 620

Loans of group companies paid - - (1 304 972)Sale of financial assets - - 477 233Sale of goodwill 4 363 206 363 232 -Sale of investments 2 579 451 23 522 -Net movements in loans with group companies

64 879 1 043 505 -

Net cash from investing activities 2 588 631 1 160 526 (1 222 011) Cash flows used in financing activities

Net movement on shareholders loans

(569 359) (893 538) -

Dividends paid 27 (23 750 000) (9 227 225) (4 999 998)Dividends paid to minority shareholders

28 (903 846) (150 000) -

Change in share capital and share premium

- - (182 534)

Repayment of shareholder loans - - 860 088Other non-cash item - - (1 132 403)Net cash used in financing activities (25 223 205) (10 270 763) (5 454 847) Total cash movement for the year 11 618 732 7 750 381 1 284 186Cash at the beginning of the year 38 115 772 30 365 391 28 963 515Total cash at end of the year 13 49 734 504 38 115 772 30 247 701

1. Presentation of Group Financial Statements The group financial statements have been prepared in accordance with International

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Financial Reporting Standards, and the Companies Act of South Africa. The group financial statements have been prepared on the historical cost basis, except for the measurement of investment properties and certain financial instruments at fair value, and incorporate the principal accounting policies set out below. They are presented in South African Rands. These accounting policies are consistent with the previous period. 1.1 Consolidation Basis of consolidation The consolidated group financial statements incorporate the group financial statements of the company and all entities, including special purpose entities, which are controlled by the company. Control exists when the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries are included in the consolidated group financial statements from the effective date of acquisition to the effective date of disposal. Adjustments are made when necessary to the group financial statements of subsidiaries to bring their accounting policies in line with those of the group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. Non-controlling interests in the net assets of consolidated subsidiaries are identified and recognised separately from the group's interest therein, and are recognised within equity. Losses of subsidiaries attributable to non-controlling interests are allocated to the non-controlling interest even if this results in a debit balance being recognised for non-controlling interest. Transactions which result in changes in ownership levels, where the group has control of the subsidiary both before and after the transaction are regarded as equity transaction and are recognised directly in the statement of changes in equity. The difference between the fair value of consideration paid or received and the movement in non-controlling interest for such transactions is recognised in equity attributable to the owners of the parent. Where a subsidiary is disposed of and a non-controlling shareholding is retained, the remaining investment is measured to fair value with the adjustment to fair value recognised in profit or loss as part of the gain or loss on disposal of the controlling interest. Investment in associates An associate is an entity over which the group has significant influence and which is neither a subsidiary nor a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. An investment in associate is accounted for using the equity method, except when the investment is classified as held-for-sale in accordance with IFRS 5 Non-current assets held-for-sale and discontinued operations. Under the equity method, investments in associates are carried in the consolidated statement of financial position at cost adjusted for post acquisition changes in the group's share of net assets of the associate, less any impairment losses. Losses in an associate in excess of the group's interest in that associate are recognised only to the extent that the group has incurred a legal or constructive obligation to make

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payments on behalf of the associate. Any goodwill on acquisition of an associate is included in the carrying amount of the investment, however, a gain on acquisition is recognised immediately in profit or loss. Profits or losses on transactions between the group and an associate are eliminated to the extent of the group's interest therein. When the group reduces its level of significant influence or loses significant influence, the group proportionately reclassifies the related items which were previously accumulated in equity through other comprehensive income to profit or loss as a reclassification adjustment. In such cases, if an investment remains, that investment is measured to fair value, with the fair value adjustment being recognised in profit or loss as part of the gain or loss on disposal. Interests in joint ventures A joint venture is a contractual agreement whereby the group and other parties undertake an economic activity that is subject to joint control, that is when the strategic financial and operating policy decisions relating to the activities of the joint venture require the unanimous consent of the parties sharing control. 1.2 Significant judgements and sources of estimation uncertainty In preparing the group financial statements, management is required to make estimates and assumptions that affect the amounts represented in the group financial statements and related disclosures. Use of available information and the application of judgement is inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the group financial statements. Significant judgements include: Trade receivables and Loans and receivables The group assesses its trade receivables and loans and receivables for impairment at the end of each reporting period. In determining whether an impairment loss should be recorded in profit or loss, the group makes judgements as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from a financial asset. The impairment for trade receivables and loans and receivables is calculated on a portfolio basis, based on historical loss ratios, adjusted for national and industry-specific economic conditions and other indicators present at the reporting date that correlate with defaults on the portfolio. These annual loss ratios are applied to loan balances in the portfolio and scaled to the estimated loss emergence period. Impairment testing The recoverable amounts of cash-generating units and individual assets have been determined based on the higher of value in-use calculations and fair values less costs to sell. These calculations require the use of estimates and assumptions. It is reasonably possible that the assumption may change which may then impact our estimations and may then require a material adjustment to the carrying value of goodwill and tangible assets. The group reviews and tests the carrying value of assets when events or changes in

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circumstances suggest that the carrying amount may not be recoverable. In addition, goodwill is tested on an annual basis for impairment. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected future cash flows for each group of assets. Expected future cash flows used to determine the value in use of goodwill and tangible assets are inherently uncertain and could materially change over time. They are significantly affected by a number of factors, together with economic factors. Taxation Judgement is required in determining the provision for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. The group recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred income tax assets requires the group to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the group to realise the net deferred tax assets recorded at the end of the reporting period could be impacted. 1.3 Property, plant and equipment The cost of an item of property, plant and equipment is recognised as an asset when: it is probable that future economic benefits associated with the item will flow to the

company; and the cost of the item can be measured reliably. Property, plant and equipment is initially measured at cost. Costs include costs incurred initially to acquire or construct an item of property, plant and equipment and costs incurred subsequently to add to, replace part of, or service it. If a replacement cost is recognised in the carrying amount of an item of property, plant and equipment, the carrying amount of the replaced part is derecognised. Property, plant and equipment are depreciated on the straight line basis over their expected useful lives to their estimated residual value. Property, plant and equipment is carried at cost less accumulated depreciation and any impairment losses. The useful lives of items of property, plant and equipment have been assessed as follows: Item Average useful lifeFurniture and fixtures 8 yearsOffice equipment 8 yearsIT equipment 3 to 4 yearsComputer software 3 years

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The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting period. If the expectations differ from previous estimates, the change is accounted for as a change in accounting estimate. The depreciation charge for each period is recognised in profit or loss unless it is included in the carrying amount of another asset. The gain or loss arising from the derecognition of an item of property, plant and equipment is included in profit or loss when the item is derecognised. The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item. Assets which the (company/group) holds for rentals to others and subsequently routinely sell as part of the ordinary course of activities, are transferred to inventories when the rentals end and the assets are available-for-sale. These assets are not accounted for as non-current assets held for sale. Proceeds from sales of these assets are recognised as revenue. All cash flows on these assets are included in cash flows from operating activities in the cash flow statement. 1.4 Goodwill Goodwill is initially measured at cost, being the excess of the cost of the business combination over company's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Subsequently goodwill, acquired in a business combination is carried at cost less any accumulated impairment. Goodwill is assessed at each statements of financial position date for impairment. The excess of the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of the business combination is immediately recognised in the statements of comprehensive income. Internally generated goodwill is not recognised as an asset. 1.5 Investments in subsidiaries Company group financial statements In the company’s separate group financial statements, investments in subsidiaries are carried at cost less any accumulated impairment. The cost of an investment in a subsidiary is the aggregate of: the fair value, at the date of exchange, of assets given, liabilities incurred or assumed,

and equity instruments issued by the company; plus any costs directly attributable to the purchase of the subsidiary. An adjustment to the cost of a business combination contingent on future events is included in the cost of the combination if the adjustment is probable and can be measured reliably. 1.6 Investment in joint ventures Company group financial statements An investment in a joint venture is carried at cost less any accumulated impairment.

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In respect of its interests in jointly controlled operations, the company recognises in its group financial statements: the assets that it controls and the liabilities that it incurs; and the expenses that it incurs and its share of the income that it earns from the sale of

goods or services by the joint venture. In respect of its interest in jointly controlled assets, the company recognises in its group financial statements: its share of the jointly controlled assets, classified according to the nature of the assets; any liabilities that it has incurred; its share of any liabilities incurred jointly with the other venturers in relation to the joint

venture; any income from the sale or use of its share of the output of the joint venture, together

with its share of any expenses incurred by the joint venture; and any expenses that it has incurred in respect of its interest in the joint venture.

1.7 Investments in associates Company group financial statements An investment in an associate is carried at cost less any accumulated impairment. 1.8 Financial instruments Classification The group classifies financial assets and financial liabilities into the following categories: Loans and receivables Available-for-sale financial assets Financial liabilities measured at amortised cost Classification depends on the purpose for which the financial instruments were obtained / incurred and takes place at initial recognition. Classification is re-assessed on an annual basis, except for derivatives and financial assets designated as at fair value through profit or loss, which shall not be classified out of the fair value through profit or loss category. Initial recognition and measurement Financial instruments are recognised initially when the group becomes a party to the contractual provisions of the instruments. The group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are measured initially at fair value, except for equity investments for which a fair value is not determinable, which are measured at cost and are classified as available-for-sale financial assets. For financial instruments which are not at fair value through profit or loss, transaction costs are included in the initial measurement of the instrument. Subsequent measurement

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Loans and receivables are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses. Available-for-sale financial assets are subsequently measured at fair value. This excludes equity investments for which a fair value is not determinable, which are measured at cost less accumulated impairment losses. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in equity until the asset is disposed of or determined to be impaired. Interest on available-for-sale financial assets calculated using the effective interest method is recognised in profit or loss as part of other income. Dividends received on available-for-sale equity instruments are recognised in profit or loss as part of other income when the group's right to receive payment is established. Changes in fair value of available-for-sale financial assets denominated in a foreign currency are analysed between translation differences resulting from changes in amortised cost and other changes in the carrying amount. Translation differences on monetary items are recognised in profit or loss, while translation differences on non-monetary items are recognised in other comprehensive income and accumulated in equity. Financial liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest method. Impairment of financial assets At each reporting date the group assesses all financial assets, other than those at fair value through profit or loss, to determine whether there is objective evidence that a financial asset or group of financial assets has been impaired. For amounts due to the group, significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy and default of payments are all considered indicators of impairment. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered an indicator of impairment. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity as a reclassification adjustment to other comprehensive income and recognised in profit or loss. Impairment losses are recognised in profit or loss. Impairment losses are reversed when an increase in the financial asset's recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to the restriction that the carrying amount of the financial asset at the date that the impairment is reversed shall not exceed what the carrying amount would have been had the impairment not been recognised. Reversals of impairment losses are recognised in profit or loss except for equity investments classified as available-for-sale. Impairment losses are also not subsequently reversed for available-for-sale equity investments which are held at cost because fair value was not determinable. Where financial assets are impaired through use of an allowance account, the amount of

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the loss is recognised in profit or loss within operating expenses. When such assets are written off, the write off is made against the relevant allowance account. Subsequent recoveries of amounts previously written off are credited against operating expenses. Loans to (from) group companies These include loans to and from holding companies, fellow subsidiaries, subsidiaries, joint ventures and associates and are recognised initially at fair value plus direct transaction costs. Loans to group companies are classified as loans and receivables. Loans from group companies are classified as financial liabilities measured at amortised cost. Loans to shareholders, directors, managers and employees These financial assets are classified as loans and receivables. Trade and other receivables Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in profit or loss within operating expenses. When a trade receivable is uncollectable, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against operating expenses in profit or loss. Trade and other receivables are classified as loans and receivables.

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Trade and other payables Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These are initially and subsequently recorded at fair value. Borrowings Borrowings are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the group’s accounting policy for borrowing costs. 1.9 Tax Current tax assets and liabilities Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset. Current tax liabilities (assets) for the current and prior periods are measured at the amount expected to be paid to (recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and liabilities A deferred tax asset is recognised for the carry forward of unused tax losses and unused STC credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused STC credits can be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Tax expenses Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from: a transaction or event which is recognised, in the same or a different period, to other

comprehensive income, or a business combination. Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the same or a different period, to other comprehensive income.

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Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly in equity. 1.10 Leases A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership. Operating leases - lessee Operating lease payments are recognised as an expense on a straight-line basis over the lease term. The difference between the amounts recognised as an expense and the contractual payments are recognised as an operating lease asset. This liability is not discounted. Any contingent rents are expensed in the period they are incurred. 1.11 Impairment of assets The group assesses at each end of the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, the group estimates the recoverable amount of the asset. Irrespective of whether there is any indication of impairment, the group also: tests goodwill acquired in a business combination for impairment annually. If there is any indication that an asset may be impaired, the recoverable amount is estimated for the individual asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs is determined. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss. An impairment loss of assets carried at cost less any accumulated depreciation or amortisation is recognised immediately in profit or loss. Any impairment loss of a revalued asset is treated as a revaluation decrease. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination. An impairment loss is recognised for cash-generating units if the recoverable amount of the unit is less than the carrying amount of the units. The impairment loss is allocated to reduce the carrying amount of the assets of the unit in the following order: first, to reduce the carrying amount of any goodwill allocated to the cash-generating

unit and then, to the other assets of the unit, pro rata on the basis of the carrying amount of each

asset in the unit. An entity assesses at each reporting date whether there is any indication that an impairment loss recognised in prior periods for assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of

77

those assets are estimated. The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior periods. A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortisation other than goodwill is recognised immediately in profit or loss. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase. 1.12 Share capital and equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Ordinary shares are classified as equity. Mandatorily redeemable preference shares are classified as liabilities. 1.13 Employee benefits Short-term employee benefits The cost of short-term employee benefits, (those payable within 12 months after the service is rendered, such as paid vacation leave and sick leave, bonuses, and non-monetary benefits such as medical care), are recognised in the period in which the service is rendered and are not discounted. The expected cost of compensated absences is recognised as an expense as the employees render services that increase their entitlement or, in the case of non-accumulating absences, when the absence occurs. The expected cost of profit sharing and bonus payments is recognised as an expense when there is a legal or constructive obligation to make such payments as a result of past performance. 1.14 Provisions and contingencies Provisions are recognised when: the group has a present obligation as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be

required to settle the obligation; and� a reliable estimate can be made of the obligation. The amount of a provision is the present value of the expenditure expected to be required to settle the obligation. Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, the reimbursement shall be recognised when, and only when, it is virtually certain that reimbursement will be received if the entity settles the obligation. The reimbursement shall be treated as a separate asset. The amount recognised for the reimbursement shall not exceed the amount of the provision. Provisions are not recognised for future operating losses. If an entity has a contract that is onerous, the present obligation under the contract shall be recognised and measured as a provision.

78

A constructive obligation to restructure arises only when an entity: has a detailed formal plan for the restructuring, identifying at least:

- the business or part of a business concerned; - the principal locations affected; - the location, function, and approximate number of employees who will be

compensated for terminating their services; - the expenditures that will be undertaken; and - when the plan will be implemented; and

has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement that plan or announcing its main features to those affected by it.

After their initial recognition contingent liabilities recognised in business combinations that are recognised separately are subsequently measured at the higher of: the amount that would be recognised as a provision; and the amount initially recognised less cumulative amortisation. Contingent assets and contingent liabilities are not recognised. 1.15 Revenue When the outcome of a transaction involving the rendering of services can be estimated reliably, revenue associated with the transaction is recognised by reference to the stage of completion of the transaction at the end of the reporting period. The outcome of a transaction can be estimated reliably when all the following conditions are satisfied: the amount of revenue can be measured reliably; it is probable that the economic benefits associated with the transaction will flow to the

group; the stage of completion of the transaction at the end of the reporting period can be

measured reliably; and the costs incurred for the transaction and the costs to complete the transaction can be

measured reliably. When the outcome of the transaction involving the rendering of services cannot be estimated reliably, revenue shall be recognised only to the extent of the expenses recognised that are recoverable. Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of business, net of trade discounts and volume rebates, and value added tax. Interest is recognised, in profit or loss, using the effective interest rate method. Dividends are recognised, in profit or loss, when the company’s right to receive payment has been established. 1.16 Cost of sales The related cost of providing services recognised as revenue in the current period is included in cost of sales. 1.17 Borrowing costs Borrowing costs are recognised as an expense in the period in which they are incurred.

79

2. New Standards and Interpretations At the date of approval of these annual financial statements, certain new accounting standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been adopted early by the entity. Management anticipates that all of the pronouncements will be adopted in the entity's accounting policies for the first period beginning after the effective date of the pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the entity's financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the entity's financial statements. . New Standards and Interpretations (continued) 2.1 Standards and interpretations effective and adopted in the current year In the current year, the group has adopted the following standards and interpretations that are effective for the current financial year and that are relevant to its operations: IFRS 9 Financial Instruments This new standard is the first phase of a three phase project to replace IAS 39 Financial Instruments: Recognition and Measurement. To date, the standard includes chapters for classification, measurement and derecognition of financial assets and liabilities. The following are main changes from IAS 39: Financial assets will be categorised as those subsequently measured at fair value or at

amortised cost. Financial assets at amortised cost are those financial assets where the business model for

managing the assets is to hold the assets to collect contractual cash flows (where the contractual cash flows represent payments of principal and interest only). All other financial assets are to be subsequently measured at fair value.

Under certain circumstances, financial assets may be designated as at fair value. For hybrid contracts, where the host contract is an asset within the scope of IFRS 9, then

the whole instrument is classified in accordance with IFRS 9, without separation of the embedded derivative. In other circumstances, the provisions of IAS 39 still apply.

Voluntary reclassification of financial assets is prohibited. Financial assets shall be reclassified if the entity changes its business model for the management of financial assets. In such circumstances, reclassification takes place prospectively from the beginning of the first reporting period after the date of change of the business model.

Financial liabilities shall not be reclassified. Investments in equity instruments may be measured at fair value through other

comprehensive income. When such an election is made, it may not subsequently be revoked, and gains or losses accumulated in equity are not recycled to profit or loss on derecognition of the investment. The election may be made per individual investment.�

IFRS 9 does not allow for investments in equity instruments to be measured at cost. The classification categories for financial liabilities remains unchanged. However, where

a financial liability is designated as at fair value through profit or loss, the change in fair value attributable to changes in the liabilities credit risk shall be presented in other comprehensive income. This excludes situations where such presentation will create or enlarge an accounting mismatch, in which case, the full fair value adjustment shall be recognised in profit or loss.

The effective date of the standard is for years beginning on or after 01 January 2013.

80

The group has adopted the standard for the first time in the 2014 group financial statements. The adoption of this standard has not had a material impact on the results of the company, but has resulted in more disclosure than would have previously been provided in the group financial statements. IFRS 10 Consolidated Financial Statements Standard replaces the consolidation sections of IAS 27 Consolidated and Separate Financial Statements and SIC 12 Consolidation - Special Purpose Entities. The standard sets out a new definition of control, which exists only when an entity is exposed to, or has rights to, variable returns from its involvement with the entity, and has the ability to effect those returns through power over the investee. The effective date of the standard is for years beginning on or after 01 January 2013. The group has adopted the standard for the first time in the 2014 group financial statements. The adoption of this standard has not had a material impact on the results of the company, but has resulted in more disclosure than would have previously been provided in the group financial statements. 2.1 Standards and interpretations effective and adopted in the current year (continued) IAS 27 Separate Financial Statements Consequential amendment as a result of IFRS 10. The amended Standard now only deals with separate financial statements. The effective date of the amendment is for years beginning on or after 01 January 2013. The group has adopted the amendment for the first time in the 2014 group financial statements. The adoption of this amendment has not had a material impact on the results of the company, but has resulted in more disclosure than would have previously been provided in the group financial statements. IFRS 11 Joint Arrangements The standard replaces IAS 31 Interests in Joint Ventures and SIC 13 Jointly Controlled Entities - Non Monetary Contributions by Venturers. The standard defines a Joint arrangement as existing only when decisions about relevant activities requires the unanimous consent of the parties sharing joint control in terms of a contractual arrangement. The standard identifies two types of joint arrangements as: Joint operations which exist when the entities sharing joint control have direct rights to

the assets and obligations for the liabilities of the joint arrangements. In such cases the joint operators recognise their share of the assets and liabilities and profits and losses of the joint arrangements in their financial statements.

Joint operations which exist when the entities sharing joint control have direct rights to the assets and obligations for the liabilities of the joint arrangements. In such cases the joint operators recognise their share of the assets and liabilities and profits and losses of the joint arrangements in their financial statements.

The effective date of the standard is for years beginning on or after 01 January 2013.

81

The group has adopted the standard for the first time in the 2014 group financial statements. The impact of the standard is not material. IFRS 12 Disclosure of Interests in Other Entities The standard sets out disclosure requirements for investments in Subsidiaries, associates, joint ventures and unconsolidated structured entities. The disclosures are aimed to provide information about the significance and exposure to risks of such interests. The most significant impact is the disclosure requirement for unconsolidated structured entities or off balance sheet vehicles. The effective date of the standard is for years beginning on or after 01 January 2013. The group has adopted the standard for the first time in the 2014 group financial statements. The adoption of this standard has not had a material impact on the results of the company, but has resulted in more disclosure than would have previously been provided in the group financial statements. IFRS 13 Fair Value Measurement New standard setting out guidance on the measurement and disclosure of items measured at fair value or required to be disclosed at fair value in terms of other IFRS’s. The effective date of the standard is for years beginning on or after 01 January 2013. The group has adopted the standard for the first time in the 2014 group financial statements. The adoption of this standard has not had a material impact on the results of the company, but has resulted in more disclosure than would have previously been provided in the group financial statements. 2.1 Standards and interpretations effective and adopted in the current year (continued) IAS 1 Presentation of Financial Statements The amendment now requires items of other comprehensive income to be presented as: Those which will be reclassified to profit or loss Those which will not be reclassified to profit or loss. The related tax disclosures are also required to follow the presentation allocation. In addition, the amendment changed the name of the statement of comprehensive income to the statement of profit or loss and other comprehensive income. The effective date of the amendment is for years beginning on or after 01 July 2012. The group has adopted the amendment for the first time in the 2014 group financial statements. The adoption of this amendment has not had a material impact on the results of the company, but has resulted in more disclosure than would have previously been provided in the group financial statements.

82

IAS 19 Employee Benefits Revised

Require recognition of changes in the net defined benefit liability (asset) including

immediate recognition of defined benefit cost, disaggregation of defined benefit cost into components, recognition of remeasurements in other comprehensive income, plan amendments, curtailments and settlements

Introduce enhanced disclosures about defined benefit plans Modify accounting for termination benefits, including distinguishing benefits provided in

exchange for service and benefits provided in exchange for the termination of employment and affect the recognition and measurement of termination benefits

Clarification of miscellaneous issues, including the classification of employee benefits, current estimates of mortality rates, tax and administration costs and risk-sharing and conditional indexation features

The effective date of the amendment is for years beginning on or after 01 January 2013. The group has adopted the amendment for the first time in the 2014 group financial statements. The adoption of this amendment has not had a material impact on the results of the company, but has resulted in more disclosure than would have previously been provided in the group financial statements. 2.2 Standards and interpretations not yet effective The group has chosen not to early adopt the following standards and interpretations, which have been published and are mandatory for the group’s accounting periods beginning on or after 01 March 2014 or later periods: IFRS 9 Financial Instruments:

New standard arising from a three-part project to replace IAS 39 Financial Instruments:

Recognition and Measurement. Phase 1: Classification and measurement (completed) Phase 2: Impairment methodology (outstanding) Phase 3: Hedge accounting (completed)

Most of the requirements for financial liabilities were carried forward unchanged from IAS 39. However, some changes were made to the fair value option for financial liabilities to address the issue of own credit risk. Entities may voluntarily continue to measure their financial instruments in accordance with IAS 39 but benefit from the improved accounting for own credit risk in IFRS 9 by early adopting only that aspect of IFRS 9 separately. Annual Improvements 2010-2012 Cycle: Amendments to the measurement requirements for all contingent consideration assets and liabilities included under IFRS 9.

The effective date of the amendment is yet to be confirmed. The adoption of this standard is not expected to impact on the results of the company, but may result in more disclosure than is currently provided in the group financial statements. IFRS 10 Consolidated Financial Statements: IFRS 10 exception to the principle that all subsidiaries must be consolidated. Entities

meeting the definition of ‘Investment Entities’ must account for investments in

83

subsidiaries at fair value under IFRS 9, Financial Instruments, or IAS 39, Financial Instruments: Recognition and Measurement.

The effective date of the amendment is for years beginning on or after 01 January 2014. The group expects to adopt the standard for the first time in the 2015 group financial statements. It is unlikely that the standard will have a material impact on the company's group financial statements. IFRS 12 Disclosure of Interests in Other Entities: New disclosures required for Investment Entities (as defined in IFRS 10).New disclosures

required for Investment Entities (as defined in IFRS 10). The effective date of the amendment is for years beginning on or after 01 January 2014. The group expects to adopt the standard for the first time in the 2015 group financial statements. The adoption of this standard is not expected to impact on the results of the company, but may result in more disclosure than is currently provided in the group financial statements. IFRS 13 Fair Value Measurement:

Annual Improvements 2010-2012 Cycle: Amendments to clarify the measurement

requirements for those short-term receivables and payables. Annual Improvements 2011-2013 Cycle: Amendments to clarify that the portfolio

exception applies to all contracts within the scope of, and accounted for in accordance with, IAS 39 or IFRS 9.

The effective date of the amendment is for years beginning on or after 01 July 2014. The group expects to adopt the standard for the first time in the 2015 group financial statements. It is unlikely that the standard will have a material impact on the company's group financial statements. IAS 16 Property, Plant and Equipment:

Annual Improvements 2010-2012 Cycle: Amendments to the Revaluation method -

proportionate restatement of accumulated depreciation. The effective date of the amendment is for years beginning on or after 01 July 2014. The group expects to adopt the standard for the first time in the 2015 group financial statements. It is unlikely that the standard will have a material impact on the company's group financial statements. IAS 19 Employee Benefits:

84

Amendments to Defined Benefit Plans: Employee Contributions whereby the requirements in IAS 19 for contributions from employees or third parties that are linked to service have been amended.

The effective date of the amendment is for years beginning on or after 01 July 2014. The group expects to adopt the standard for the first time in the 2015 group financial statements. It is unlikely that the standard will have a material impact on the company's group financial statements. IAS 24 Related Party Disclosures:

Annual Improvements 2010-2012 Cycle: Amendments to the definitions and disclosure

requirements for key management personnel. The effective date of the amendment is for years beginning on or after 01 July 2014. The group expects to adopt the standard for the first time in the 2015 group financial statements. The adoption of this standard is not expected to impact on the results of the company, but may result in more disclosure than is currently provided in the group financial statements. IAS 27 Consolidated and Separate Financial Statements:

Requirement to account for interests in ‘Investment Entities’ at fair value under IFRS 9,

Financial Instruments, or IAS 39, Financial Instruments: Recognition and Measurement, in the separate financial statements of a parent.

The effective date of the amendment is for years beginning on or after 01 January 2014. The group expects to adopt the standard for the first time in the 2015 group financial statements. It is unlikely that the standard will have a material impact on the company's group financial statements. IAS 38 Intangible Assets:

Annual Improvements 2010-2012 Cycle: Amendments to the Revaluation method -

proportionate restatement of accumulated depreciation. The effective date of the amendment is for years beginning on or after 01 July 2014. The group expects to adopt the standard for the first time in the 2015 group financial statements. It is unlikely that the standard will have a material impact on the company's group financial statements.

85

2.3 Standards and interpretations not yet effective or relevant The following standards and interpretations have been published and are mandatory for the group’s accounting periods beginning on or after 01 March 2014 or later periods but are not relevant to its operations: Standard / Interpretation:

Effective date: Years beginning

on or after

Expectedimpact:

IFRS 1, First-time Adoption of International Financial Reporting Standards

1 July 2014 None

IFRS 2, Share-based Payment 1 July 2014 NoneIFRS 3, Business Combinations 1 July 2014 NoneIFRS 8 Operating Segments 1 July 2014 NoneIAS 40 Investment Property 1 July 2014 NoneIFRIC Interpretation 21 Levies 1 January 2014 None 3. Property, plant and equipment Group 2014 2013

CostAccumulateddepreciation

Carryingvalue

Cost

Accumulateddepreciation

Carrying

value Computer software 707 033 (662 311) 44 722 655 925 (637 598) 18 327 Furniture and fixtures 1 372 391 (669 677) 702 714 1 215 684 (635 266) 580

418 IT equipment 1 600 615 (1 470 387) 130 228 1 629 545 (1 379 767) 249

778 Leasehold improvements 38 041 (1 687) 36 354 - - - Office equipment 1 040 548 (724 397) 316 151 886 103 (422 310) 463

793 Total 4 758 628 (3 528 459) 1 230 169 4 387 257 (3 074 941) 1 312

316 Company 2014 2013

CostAccumula

teddepreciati

on

Carryingvalue

Cost

Accumulated

depreciation

Carryingvalue

Computer software 24 405 (7 118) 17 287 - - -IT equipment 18 107 (4 830) 13 277 - - -Office equipment 197 411 (58 840) 138 571 197 411 (36 631) 160 780Total 239 923 (70 788) 169 135 197 411 (36 631) 160 780 Reconciliation of property, plant and equipment - Group - 2014 Opening

balance AdditionsOther

movements

Depreciation Closing

balance Computer software 18 327 51 119 - (24 724) 44 722 Furniture and fixtures 580 418 190 940 (364) (68 280) 702 714 IT equipment 249 778 87 924 (23 677) (183 797) 130 228

86

Leasehold improvements - 38 041 - (1 687) 36 354 Office equipment 463 793 50 881 (10 497) (188 026) 316 151 1 312 316 418 905 (34 538) (466 514) 1 230 169

Group Company Figures in Rands 2014 2013 2014 2013

3. Property, plant and equipment (continued) Reconciliation of property, plant and equipment - Group - 2013

Openingbalance Additions Disposals

Depreciation

Closing balance

Computer software 52 081 17 174 - (50 928) 18 327 Furniture and fixtures 611 274 70 555 (3 472) (97 939) 580 418 IT equipment 315 093 115 958 - (181 273) 249 778 Office equipment 474 336 66 046 - (76 589) 463 793 1 452 784 269 733 (3 472) (406 729) 1 312 316 Reconciliation of property, plant and equipment - Company - 2014 Opening

balance Additions

Depreciation Closing

balance Computer software - 24 405 (7 118) 17 287 IT equipment - 18 107 (4 830) 13 277 Office equipment 160 780 - (22 209) 138 571 160 780 42 512 (34 157) 169 135 Reconciliation of property, plant and equipment - Company - 2013 Opening

balance Additions

Depreciation Closing

balance Office equipment 148 601 31 500 (19 321) 160 780 4. Goodwill Group 2014 2013

Cost Accumulated

impairmentCarrying

value CostAccumulated

impairment Carrying

value Goodwill 25 841

279 - 25 841 279 26 204

485 - 26 204 485

Reconciliation of goodwill - Group - 2014

Opening balance

Disposals through

business divesture

Closingbalance

Goodwill 26 204 485 (363 206) 25 841 279

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Group Company Figures in Rands 2014 2013 2014 2013 Reconciliation of goodwill - Group - 2013

Openingbalance

Disposals through

business divesture

Closingbalance

Goodwill 26 567 717 (363 232) 26 204 485 5. Investments in subsidiaries Name of company

% votingPower

2013

% votingAmount

2014

Carrying Amount

2013

CarryingAmount

2013 Beach Road Administrators (Proprietary) Limited

68.00 % 68.00 % 2 420 2 420

Independent Executor and Trust (Proprietary) Limited

70.00 % 70.00 % 84 84

NFB Finance Brokers Eastern Cape (Proprietary) Limited

95.00 % 97.50 % 13 802 801 14 166 032

NFB Finance Brokers Port Elizabeth (Proprietary) Limited

100.00 % 100 100

NFB Insurance Brokers (Border) (Proprietary) Limited

61.67 % 61.67 % 938 897 938 897

NVest Securities (Proprietary) Limited 95.00 % 100.00 % 95 100 14 744 397 15 107 633 The carrying amounts of subsidiaries are shown net of impairment losses. During the current year the effective holding in NVest Securities (Proprietary) Limited decreased from 100% to 95% and in NFB Finance Brokers Eastern Cape (Proprietary) Limited decreased from 97.5% to 95% respectively. Both these movements were due to the sale of 5% and 2.5% respectively of the shareholding to outside shareholders. 6. Investment in joint ventures Name of company

% holding2014

%Holding

2013

Carryingamount

2014

Carrying amount

2013

Fair

value 2014

Fair value2013

NFB Asset Management (Proprietary) Limited

50.00% 50.00 % 60 60 60 60

The carrying amounts of Joint ventures are shown net of impairment losses.

88

Group Company Figures in Rands 2014 2013 2014 2013 Summary of group’s interest in joint venture Summary of the group's interests in the joint venture. Non current assets 150 000 -Current assets 1 404 171 1 390 383Non-Current liabilities (772 335) (665 316)Current liabilities (781 716) (724 886)Revenue 8 108 594 6 782 444Expenses (8 156 106) (5 881 337)Investment revenue 17 860 12 493Cash generated by operating activities (47 426) 105 974Cash flows from investing activities (150 000) -Cash flows from financing activities 107 019 (249 529) 7. Investments in associates Name of company

% holding2014

%Holding

2013

Carryingamount

2014

Carryingamount

2013

Fair value

2014 Fair

value2013

NFB Finance Brokers Western Cape (Proprietary) Limited

40.00% 40.00% 20 074 20 074 47 794 35 530

NVest Properties Limited 45.00% 45.00% 45 45 14 764 872

5 526 549

20 119 20 119 14 812 666

5 562 079

The carrying amounts of Associates are shown net of impairment losses. 8. Loans to (from) group companies Entities under common management NVest International Corporate Bond Investment (Proprietary) Limited

7 513 6 770 7 513 -

NVest Securities Investment Tranche 2 Limited 7 255 6 718 7 255 -NFB Capital (Proprietary) Limited 9 268 6 778 9 268 -NFB Property Investments (Proprietary) Limited 6 540 5 300 6 540 -NFB Private Wealth Equity (Proprietary) Limited 8 108 5 628 8 108 -NFB Finance (Proprietary) Limited 7 374 5 984 7 374 -Nahoon Trustees (Proprietary) Limited 7 993 7 250 7 993 -Beach Road Nahoon Trust 2 850 2 850 2 850 -NFB Debentures 22 (Proprietary) Limited 2 808 1 568 2 808 - The loans are unsecured, bear no interest and are not repayable in the next financial period.

59 709 48 846 59 709 -

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Group Company Figures in Rands 2014 2013 2014 2013 8. Loans to (from) group companies (continued) Associates NFB Finance Brokers Western Cape (Proprietary) Limited

114 925 268 471 - -

NVest Properties Limited 434 66 847 - - The above loans are unsecured, bear no interest and have no specific terms of repayment

115 359 335 318 - - Joint ventures NFB Asset Management (Proprietary) Limited

256 885 112 668 - -

The loan is unsecured, bears no interest, and has no specified terms of repayment.

Subsidiaries NFB Finance Brokers Eastern Cape (Proprietary) Limited

- - 3 032 661 1 223 782

The loan is unsecured, bears interest at the SARS official rate, and is not repayable in the next financial year.

Independent Executor and Trust (Proprietary) Limited

- - 1 050 000 42 750

NFB Finance Brokers Port Elizabeth (Proprietary) Limited

- - 108 224 42 750

NFB Insurance Brokers (Border) (Proprietary) Limited

- - 1 033 175 2 066 349

The above loans are unsecured, bear no interest and have no specific terms of repayment.

NFB Insurance Brokers (Border) (Proprietary) Limited

- - 9 824 199 717

The above four loans are unsecured, bear no interest, and are repayable in the next financial year.

NVest Securities (Proprietary) Limited - - 2 000 000 2 000 000 The loan is unsecured, bears interest at the Nedbank Corporate Saver rate adjusted to the SARS rate, and is not repayable in the next financial year.

NVest Securities (Proprietary) Limited - - - (129 796)

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The loan is unsecured, bears interest at the Nedbank Corporate Saver rate adjusted to the SARS rate, and has no specified terms of repayment. - - 7 233 884 5 445 552 Non-current assets 431 953 496 832 7 283 769 5 375 631Current assets - - 9 824 199 717Current liabilities - - - (129 796) 431 953 496 832 7 293 593 5 445 552 Group Company Figures in Rands 2014 2013 2014 2013 8. Loans to (from) group companies (continued) Non-current assets 431 953 496 832 7 283 769 5 375 631Current assets - - 9 824 199 717Current liabilities - - - (129 796) 431 953 496 832 7 293 593 5 445 552 Fair value of loans to and from group companies The carrying amount of loans to and from group companies approximates its fair value. Loans to group companies impaired As of 28 February 2014, none of the loans to group companies were impaired and provided for. 9. Other financial assets Loans and receivables RNE Financial Services (Proprietary) Limited

200 000 200 000 - -

The loan is unsecured, bears no interest, and is not repayable in the following financial period.

Non-current assets Loans and receivables 200 000 200 000 - - Fair values of loans and receivables The carrying amount of loans and receivables approximates its fair value. Loans and receivables impaired As of 28 February 2014, none of the loans and receivables were impaired and provided for. 10. Deferred tax Deferred tax asset Accelerated capital allowances for tax purposes

425 034 279 846 88 802 95 181

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Reconciliation of deferred tax asset (liability) At beginning of the year 279 846 255 535 95 181 (9 109)Increase (decrease) in tax losses available for set off against future taxable income

(8 155) (14 629) - (405)

Originating temporary difference on property, plant and equipment

14 903 (7 929) (12 548) (10 565)

Reversing temporary difference on prepayments

(16 206) 50 515 (18 571) (1 107)

Reversing temporary difference on provisions

16 545 - - -

Reversing temporary difference on payroll provisions

176 818 53 782 24 740 116 367

Reversing temporary difference on lease accruals

(38 717) (57 428) - -

425 034 279 846 88 802 95 181 Recognition of deferred tax asset An entity shall disclose the amount of a deferred tax asset and the nature of the evidence supporting its recognition, when: the utilisation of the deferred tax asset is dependent on future taxable profits in excess of

the profits arising from the reversal of existing taxable temporary differences; and the entity has suffered a loss in either the current or preceding period in the tax

jurisdiction to which the deferred tax asset relates. Group Company Figures in Rands 2014 2013 2014 2013 11. Loans to (from) shareholders The Gray Family Trust (258 294) (516 588) - -A.W. Gray (227 906) (455 813) - - The loans are unsecured, bear no interest, and are not repayable in the next financial year.

P.B. Bartlett 945 214 - - -B.J. Connellan - 529 573 - -T.H. McClure 648 072 983 270 - -S.C. Pope 249 746 247 031 - - The loans are unsecured, bear interest at the SARS official rate, and have no specified terms of repayment.

1 356 832 787 473 - - Current assets 1 843 032 1 759 874 - -Current liabilities (486 200) (972 401) - - 1 356 832 787 473 - - Fair value of loans to and from shareholders The carrying amount of loans to and from shareholders approximates its fair value.

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12. Trade and other receivables Deposits 40 217 40 217 - -Interest receivable 152 164 120 681 22 023 4 097Prepayments 138 729 88 023 70 277 3 954Staff loans 21 677 16 481 - -Sundry debtors 3 012 961 1 895 954 - -Trade receivables 3 707 518 3 912 179 240 636 -VAT 236 - - - 7 073 502 6 073 535 332 936 8 051 Fair value of trade and other receivables The carrying amounts of trade and other receivables approximates its fair value. Trade and other receivables impaired As of 28 February 2014, none of the trade and other receivables were impaired and provided for. Group Company Figures in Rands 2014 2013 2014 2013 13. Cash and cash equivalents Cash and cash equivalents consist of: Cash on hand 4 865 4 210 - -Bank balances 49 729 639 38 111 562 6 710 303 1 435 919 49 734 504 38 115 772 6 710 303 1 435 919 Cash and cash equivalents held by the entity that are not available for use by the group.

100 000 100 000 100 000 100 000

14. Share capital Authorised 10,000 Ordinary shares of R1 each 10 000 10 000 10 000 10 000 9 500 unissued ordinary shares are under the control of the directors in terms of a resolution of members passed at the last annual general meeting. This authority remains in force until the next annual general meeting. Issued 500 Ordinary shares of R1 each 500 500 500 500Share premium 18 120 038 18 120 038 18 120 038 18 120

038 18 120 538 18 120 538 18 120 538 18 120

538 15. Operating lease asset (accrual)

93

Non-current liabilities (93 851) (13 817) - -Current liabilities - (218 308) - - (93 851) (232 125) - - 16. Trade and other payables Accrued audit fees 181 210 179 800 24 000 21 500Accrued bonus 431 523 329 623 50 312 50 818Accrued expenses 8 267 674 6 103 890 77 601 74 418Accrued leave pay 1 243 875 1 000 225 452 631 364 779Dividends withholding taxes 179 337 114 007 - -Stock broking clients 9 165 026 (8 229) - -Trade payables 114 371 314 - -Value Added Taxes 1 631 747 1 303 165 61 866 48 926 21 100 506 9 393 795 666 410 560 441 Fair value of trade and other payables The carrying amount of trade and other payables approximates its fair value. Group Company Figures in Rands 2014 2013 2014 2013 17. Financial assets by category The accounting policies for financial instruments have been applied to the line items below. The carrying amounts of the financial assets in each category are as follows: Group - 2014 Financial

asset atamortised

cost

Fair value

through profit or loss Total

Cash and cash equivalents - 49 734 504 49 734 504Loans to group companies 431 953 - 431 953Loans to shareholders 1 843 032 - 1 843 032Other financial assets 200 000 - 200 000Trade and other receivables 6 934 537 - 6 934 537 9 409 522 49 734 504 59 144 026 Group - 2013

Financialasset at

amortisedcost

Fair value

through profit or loss – held

for trading

Total

Cash and cash equivalents - 38 115 772 38 115 772Loans to group companies 496 832 - 496 832Loans to shareholders 1 759 874 - 1 759 874Other financial assets 200 000 - 200 000

94

Trade and other receivables 5 985 512 - 5 985 512 8 442 218 38 115 772 46 557 990 Company - 2014 Financial

asset atamortised

cost

Fair value

through profit or loss Total

Cash and cash equivalents - 6 710 303 6 710 303Loans to group companies 7 293 593 - 7 293 593Trade and other receivables 262 659 - 262 659 7 556 252 6 710 303 14 266 555 Company - 2013 Financial

asset atamortised

cost

Fair value

through profit or loss Total

Cash and cash equivalents - 1 435 919 1 435 919Loans to group companies 5 575 348 - 5 575 348Trade and other receivables 4 097 - 4 097 5 579 445 1 435 919 7 015 364 18. Financial liabilities by category The accounting policies for financial instruments have been applied to the line items below. The carrying amounts of the financial liabilities in each category are as follows: Group - 2014 Financial

liabilities at amortised

cost Total Loans from shareholders (486 200) (486 200Trade and other payables (18 045 546) (18 045 546) (18 531 746) (18 531 746) Group – 2013 Financial

liabilities at amortised

cost Total Loans from shareholders (972 401) (972 401)Trade and other payables (6 976 397) (6 976 397) (7 948 798) (7 948 798) Company - 2014

95

Financial

liabilities at amortised

cost Total Trade and other payables (151 913) (151 913) Company – 2013 Financial

liabilities at amortised

cost Total Loans from group companies (129 796) (129 796)Trade and other payables (146 736) (146 736) (276 532) (276 532) Group Company Figures in Rands 2014 2013 2014 2013 19. Revenue Commission received (Call) 581 218 629 635 - -Rendering of services 96 613 808 77 949 251 16 202 1 676Rental Income 16 532 - 861 790 - 97 211 558 78 578 886 877 992 1 676 20. Cost of sales Rendering of services Cost of services 22 361 491 17 319 327 - - 21. Operating profit (loss) Operating profit (loss) for the year is stated after accounting for the following: Income from subsidiaries Dividends - - 28 250 000 9 350 000Interest 118 861 24 183 118 861 235 485 118 861 24 183 28 368 861 9 585 485 Operating lease charges Premises Contractual amounts 1 978 085 1 865 115 861 790 -Equipment Contractual amounts 13 434 38 114 - - 1 991 519 1 903 229 861 790 - Loss on sale of property, plant and equipment

- (3 472) - -

Profit on sale of investment in subsidiaries - - 2 579 421 575 515Depreciation on property, plant and equipment

466 514 406 729 34 157 19 321

Employee costs 32 519 567 27 507 179 4 952 632 2 275 377

96

Research and development costs 219 890 330 675 - - 22. Investment revenue Dividend revenue Subsidiaries - Local - - 28 250 000 9 350 000 Interest revenue Bank 1 530 334 1 179 027 252 061 21 449South African Revenue Services - 174 - -Subsidiaries 118 861 24 183 118 861 235 485Trade receivables 4 612 3 097 - - 1 653 807 1 206 481 370 922 256 934 1 653 807 1 206 481 28 620 922 9 606 934 Group Company Figures in Rands 2014 2013 2014 2013 23. Finance costs Group companies - 145 - -Late payment of tax - 79 - -Trade and other payables 163 1 971 - - 163 2 195 - - 24. Taxation Major components of the tax expense Current Local income tax - current period 9 881 083 6 875 786 593 984 222 510Local income tax - recognised in current tax for prior periods

(27) - - -

Secondary Taxes on Companies - 953 942 - - 9 881 056 7 829 728 593 984 222 510 Deferred Originating and reversing temporary differences

(145 186) (24 312) 6 379 (104 290)

9 735 870 7 805 416 600 363 118 220 Reconciliation of the tax expense Reconciliation between applicable tax rate and average effective tax rate. Applicable tax rate 28.00% 28.00% 28.00% 28.00% Exempt income -% -% (25.30)% (27.89)%Tax loss used (0.01)% -% (0.78)% -%Capital gains tax -% -% -% 1.08%Secondary tax on companies -% 3.25% -% -%Other exempt income and expenses (0.02)% 0.62% -% -%Equity accounting investments (5.87)% (5.32)% -% -% 22.10% 26.55% 1.92% 1.19%

97

25. Cash generated from (used in) operations Profit before taxation 42 404 557 29 494 255 31 259 653 9 964 035Adjustments for: Depreciation and amortisation 466 514 406 729 34 157 19 321Loss (profit) on sale of assets - 3 472 (2 579 421) (575 515)Income from equity accounted investments

(9 250 588) (5 430 578) - -

Dividends received - - (28 250 000)

(9 350 000)

Interest received (1 653 807) (1 206 481) (370 922) (256 934)Finance costs 163 2 195 - -Movements in operating lease assets and accruals

(138 274) (205 101) - -

Other 34 537 - - -Changes in working capital: Trade and other receivables (999 967) 444 699 (324 885) (8 051)Trade and other payables 11 706 711 (866 764) 105 969 421 647 42 569 846 22 642 426 (125 449) 214 503

Group Company Figures in Rands 2014 2013 2014 2013 26. Tax paid Balance at beginning of the year (939 475) (95 841) (198 769) 63 513Current tax for the year recognised in profit or loss

(9 881 056) (7 829 728) (593 984) (222 510)

Balance at end of the year 850 347 939 475 269 560 198 769 (9 970

184)(6 986

094)(523 193) 39 772

27. Dividends paid Dividends (23 750

000) (9 227 225) (23 750

000) (9 227 225)

28. Dividends paid to minority shareholders Dividends declared Dividends declared to non-controlling interest loan accounts

(903 846) (150 000) - -

29. Auditors' remuneration Fees 351 614 362 755 24 090 25 332 30. Directors' emoluments Executive 2014 Emoluments TotalFor services as directors 21 976 249 21 976 249

98

2013 Emoluments TotalFor services as directors 16 433 453 16 433 453 31. Related parties Relationships Subsidiaries Refer to note 5Joint ventures Refer to note 6Associates Refer to note 7Entities under common management Beach Road Nahoon Trust

Beach Road Property Trust Nahoon Trustees (Proprietary) Limited

NFB Capital (Proprietary) Limited NFB Debentures 22 (Proprietary) Limited NFB Finance (Proprietary) Limited NFB Private Wealth Equity (Proprietary) Limited NFB Property Investment (Proprietary) Limited NFB House Trust NVest International Corporate Bond Investment

(Proprietary) Limited NVest Securities Investment Tranche 2 Limited Sherpa House 61 (Proprietary) Limited Group Company Figures in Rands 2014 2013 2014 2013 31. Related parties (continued) Shareholders B.J. Connellan The Andrew and Heather Kent Trust The Gavin Ramsay Family Trust The Godwin Trust SASFIN Financial Services (Proprietary) Limited Minority shareholders A.W. Gray S.C. Pope T.H. McClure The Gray Family Trust P.B. Bartlett Related party balances Group Company Figures in Rands 2014 2013 2014 2013 Loan accounts - Owing (to) by related parties A.W. Gray (227 906) (455 813) - - Beach Road Nahoon Trust 2 850 2 850 2 850 - B.J. Connellan - 529 573 - - Independent Executor and Trust (Proprietary) Limited

- - 1 050 000 42 750

Nahoon Trustees (Proprietary) Limited 7 993 7 250 7 993 - NFB Asset Management (Proprietary) Limited 256 885 112 668 - - NFB Capital (Proprietary) Limited 9 268 6 778 9 268 - NFB Finance (Proprietary) Limited 7 374 5 984 7 374 - NFB Finance Brokers Eastern Cape (Proprietary) Limited

- - 3 032 661 1 223 782

99

NFB Finance Brokers Port Elizabeth (Proprietary) Limited

- - 108 224 42 750

NFB Insurance Brokers (Border) (Proprietary) Limited

- - 1 042 999 2 266 066

NFB Private Wealth Equity (Proprietary) Limited

8 108 5 628 8 108 -

NFB Property Investment (Proprietary) Limited 6 540 5 300 6 540 - NFB Debentures 22 (Proprietary) Limited 2 808 1 568 2 808 - NVest International Corporate Bond Investments (Proprietary) Limited

7 513 6 770 7 513 -

NVest Securities (Proprietary) Limited - - 2 000 000 1 870 204 NVest Securities Investment Tranche 2 Limited 7 255 6 718 7 255 - S.C. Pope 249 746 247 031 - - T.H. McClure 648 072 983 270 - - The Gray Family Trust (258 294) (516 588) - - P.B. Bartlett 945 214 - - - 1 673 426 948 987 7 293 593 5 445 552 Related party transactions Interest paid to (received from) related parties

B.J. Connellan (10 675) (33 178) - - NFB Finance Brokers Eastern Cape (Proprietary) Limited

- - - (24 183)

NVest Securities (Proprietary) Limited - - (119 496) (211 303) S.C. Pope (16 214) (15 591) - - T.H. McClure (46 187) (54 883) - - P.B. Bartlett (63 430) - - - (136 506) (103 652) (119 496) (235 486) Rent paid to (received from) related parties Beach Road Nahoon Trust 162 269 319 668 - - Beach Road Property Trust 409 812 802 257 - - NFB House Trust 360 165 421 904 - - Sherpa House 61 (Proprietary) Limited 179 417 175 278 - - NFB Finance Brokers Eastern Cape (Proprietary) Limited

- - (452 098) -

NFB Insurance Brokers (Border) (Proprietary) Limited

- - (187 389) -

NVest Properties Limited - - (16 532) - NVest Securities (Proprietary) Limited - - (205 772) - 1 111 663 1 719 107 (861 791) - Administration fees paid to (received from) related parties

Independent Executor and Trust (Proprietary) Limited

- - (125 250) (37 500)

NFB Finance Brokers Eastern Cape (Proprietary)

- - (3 347 632) (1 479 375)

Limited NFB Finance Brokers Port Elizabeth (Proprietary) Limited

- - (105 350) (37 500)

NFB Insurance Brokers (Border) (Proprietary) Limited

- - (453 871) (175 191)

NVest Properties Limited - - (377 000) (150 000) NVest Securities (Proprietary) Limited - - (704 247) (274 117) - - (5 113 350) (2 153

683)

100

Dividends paid to (received from) related parties

B.J. Connellan 1 187 500 453 275 1 187 500 453 275 Independent Executor and Trust (Proprietary) Limited

- - - (350 000)

NFB Finance Brokers Eastern Cape (Proprietary) Limited

- - (15 500 000) (4 000 000)

NVest Securities (Proprietary) Limited - - (12 750 000) (5 000 000)

SASFIN Financial Services (Proprietary) Limited 4 750 000 1 870 000 4 750 000 1 870 000 The Andrew and Heather Kent Trust 1 900 000 726 612 1 900 000 726 613 The Gavin Ramsay Family Trust 5 652 500 2 166 409 5 652 500 2 166 409 The Godwin Trust 10 260 000 4 010 929 10 260 000 4 010 929 23 750 000 9 227 225 (4 500 000) (122 774) Support fees paid to (received from) related parties

SASFIN Financial Services (Proprietary) Limited

467 641 511 176 - -

32. Risk management Capital risk management The group's objectives when managing capital are to safeguard the group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The directors review the management accounts of the group on a monthly basis and discusses the progress with local management. There were no changes in the group's approach to capital management during the year. There are no externally imposed capital requirements. There have been no changes to what the entity manages as capital, the strategy for capital maintenance or externally imposed capital requirements from the previous year. Financial risk management The group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the group’s financial performance. The directors provide written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

101

32. Risk management (continued) Liquidity risk The group’s risk to liquidity is a result of the funds available to cover future commitments. The group manages liquidity risk through an ongoing review of future commitments and credit facilities. The table below analyses the group’s financial liabilities and net-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. Group At 28 February 2014 Less than

1 year Other financial liabilities (486 200)Trade and other payables (18 045 547)At 28 February 2013 Less than

1 year Other financial liabilities (972 401)Trade and other payables (6 976 398) Company At 28 February 2014 Less than

1 year Trade and other payables (151 913) At 28 February 2013 Less than

1 year Loans from group companies (129 796)Trade and other payables (146 736) Interest rate risk The group’s interest rate risk arises mainly from cash and cash equivalents. At 28 February 2014, if interest rates on Rand-denominated borrowings had been 1.00% higher or lower with all other variables held constant, post-tax profit for the year would have been R 515 727 (2013: R 398 714) lower or higher, mainly as a result of higher or lower interest income on bank balances. Credit risk Credit risk consists mainly of cash deposits, cash equivalents and trade debtors. The company only deposits cash with major banks with high quality credit standing and limits exposure to any one counter-party.

102

Trade receivables comprise a widespread customer base. Risk control assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Financial assets exposed to credit risk at year end were as follows: Financial instrument

Group2014

Group2013

Company 2014-

Company 2013

Loans to group companies 431 953 496 832 7 293 593 5 575 348Other financial assets 200 000 200 000 - -Loans to shareholders 1 843 032 1 759 874 - -Trade and other receivables 6 934 536 5 985 511 262 659 4 097Cash and cash equivalent 49 734

50438 115

7726 710 303 1 435 919

Foreign exchange risk The company is not exposed to foreign exchange risk. 33. Comparative figures Certain comparative figures have been reclassified.

Detailed Statement of Comprehensive Income Figures in Rands

Notes

Group2014

Group2013

Company 2014-

Company 2013

Revenue Rendering of services 96 613 808 77 949 251 16 202 1 676 Rental Income 16 532 - 861 790 - Commission received (Call) 581 218 629 635 - - 19 97 211 558 78 578 886 877 992 1 676 Cost of sales Cost of providing services 20 (22 361

491) (17 319

327) - -

Gross profit 74 850 067 61 259 559 877 992 1 676 Other income Administration and management fees received

377 000 150 000 5 113 350 2 153 683

Dividend revenue 22 - - 28 250 000 9 350 000 Gains on disposal of investment in subsidiaries

- - 2 579 421 575 515

Income from equity accounted investments

9 250 588 5 430 578 - -

Interest received 22 1 653 807 1 206 481 370 922 256 934 Other income 2 115 180 2 030 072 - 31 167 13 396 575 8 817 131 36 313 693 12 367 299 Expenses (Refer to page 46) (45 841

922)(40 580

240)(5 932 032) (2 404 940)

Operating profit 21 42 404 720 29 496 450 31 259 653 9 964 035 Finance costs 23 (163) (2 195) - - Profit before taxation 42 404 557 29 494 255 31 259 653 9 964 035 Taxation 24 (9 735 870) (7 805 416) (600 363) (118 220) Profit for the year 32 668 687 21 688 839 30 659 290 9 845 815

103

Operating expenses Administration and management fees

(408 532) (486 553) - (239)

Advertising (1 097 154) (935 259) - - Auditors remuneration 29 (351 614) (362 755) (24 090) (25 332) Bank charges (191 607) (192 511) (15 573) (1 820) Commission paid (251 018) (121 903) - (31 167) Computer expenses (78 608) (88 208) (3 285) (14 775) Consulting and professional fees (4 489) (1 200) (1 100) (1 200) Data processing (3 332 255) (3 339 017) - - Depreciation (466 514) (406 729) (34 157) (19 321) Employee costs (32 519

567) (27 507

179) (4 952 632) (2 275 377)

Entertainment (572 671) (620 570) - - Fines and penalties (2 513) - - - Flowers (3 772) (4 284) - - General expenses (82 762) (52 055) - - Gifts (220) - - - Insurance (444 786) (417 490) - - Keyman insurance (51 081) (66 784) - - Lease rentals on operating lease (1 991 519) (1 903 229) (861 790) - Legal expenses (498 786) (432 029) (6 267) (7 617) Levies (1 765) - - - Loss on disposal of assets - (3 472) - - Off-site storage costs (112 099) (98 948) - - Other consulting and professional fees

- (1 535) - -

Postage (92 893) (106 103) - - Printing and stationery (655 601) (676 738) (5 683) (5 248) Figures in Rands

Notes

Group2014

Group2013

Company 2014-

Company 2013

Repairs and maintenance (130 687) (122 095) - -Research and development costs

(219 890) (330 675) - -

Small assets expensed (1 895) (11 151) (1 895) (11 151)Staff uniforms (21 587) (38 186) - -Staff welfare (80 054) (43 961) (9 187) -Swift charges (54 839) (45 678) - -Subscriptions (893 029) (882 526) (5 502) (2 269)Telephone and fax (421 672) (446 561) - -Training (113 807) (105 061) (10 871) (9 424)Transport and freight (118 669) (103 451) - -Travel - local (364 928) (435 649) - -Utilities (209 039) (190 695) - - (45 841

922)(40 580

240)(5 932 032) (2 404 940)

104

ANNEXURE 3B

REVIEWED INTERIM FINANCIAL RESULTS FOR THE SIX MONTHS ENDED 31 AUGUST 2014 This annexure contains a report on the interim financial information of NVest. The information is taken from the reviewed Group financial statements for the six months ended 31 August 2014 of which were prepared in the manner required by the Act, where applicable, in accordance with IFRS and were reviewed and reported on without qualification by Grant Thornton. The information has been extracted from the Group Financial statements of NVest. The information presented in this Annexure 3B is the responsibility of the Directors of NVest. Statement of Financial Position 31 August

2014Figures in Rand Notes Assets Non-Current Assets Property, plant and equipment 3 2 072 010Goodwill 4 25 841 279Investments in subsidiaries 5 -Investment in joint ventures 6 60Investments in associates 7 17 369 652Loans to group companies 8 275 081Other financial assets 9 200 000Deferred tax 10 1 212 313 46 970 395Current Assets Loans to shareholders 11 1 586 018Current tax receivable 88 866Trade and other receivables 12 5 421 140Cash and cash equivalents 13 46 684 972 53 780 996Total Assets 100 751 391Equity and Liabilities Equity Equity Attributable to Equity Holders of Parent Share capital 14 18 120 538Retained income 60 231 324 78 351 862Non-controlling interest 3 793 303 82 145 165Liabilities Non-Current Liabilities Operating lease liability 15 74 078 74 078Current Liabilities Loans from shareholders 11 243 100Current tax payable 3 074 942Operating lease liability 15 64 569Trade and other payables 16 15 149 537

105

18 532 148Total Liabilities 18 606 226Total Equity and Liabilities 100 751 391 Number of shares in issue (post subdivision) 177 500 000Net asset value per share (cents) 44.1Net tangible asset value per share (cents) 29.6

Statement of Comprehensive Income

period

ended31 August

Figures in Rand Notes 2014 Revenue 19 54 230 108Cost of sales 20 (14 187 585)Gross profit 40 042 523Other income 1 175 442Operating expenses (25 078 127)Operating profit (loss) 21 16 139 838Investment revenue 22 1 315 361Income from equity accounted investments 2 556 986Finance costs 23 (11 578)Profit before taxation 20 000 607Taxation 24 (4 916 736)Profit for the 6 months 15 083 871Other comprehensive income -Total comprehensive income 15 083 871 Total comprehensive income attributable to: Owners of the parent 14 324 309Non-controlling interest 759 562 15 083 871 Profit attributable to:

Owners of the parent 14 324 309Non-controlling interest 759 562 15 083 871 Headlines earnings reconciliation: Profit attributable to equity owners of the parent

14 324 309

Adjustments ( 1 944 539)Headline earnings 12 379 770 Weighted average shares in issue (post subdivision)

177 500 000

Earnings per share (cents) 8.07Headline earnings per share (cents) 6.97

106

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65

Statement of Cash Flows Period

ended31 August

2014

Figures in Rand Notes Cash flows from operating activities Cash generated from operations 25 12 116 508 Interest income 1 315 361 Finance costs (11 578) Tax paid 26 (3 568 286) Net cash from operating activities 9 852 005 Cash flows from investing activities Purchase of property, plant and equipment 3 (1 072 323) Sale of goodwill 4 - Net movements in loans with group companies 156 872 Net cash from investing activities (915 451) Cash flows used in financing activities Repayment of shareholders loan 13 914 Dividends paid 27 (11 400

000) Dividends paid to minority shareholders 28 (600 000) Net cash used in financing activities (11 986

086) Total cash movement for the 6 months (3 049 532) Cash at the beginning of the 6 months 49 734 504 Total cash at end of the 6 months 13 46 684 972

108

Segmental reporting Segment information Aug-14 Feb-14 Aug-14 Feb-14

R R R R

The following are the summarised results for the various reportable operating segments:

Segment Revenue

Insurance broking 5 233 604 10 811 614 Wealth management 49 929 931 93 232 397 Administration of estates and trusts 1 064 696 2 958 025 Other * 14 230 16 202

Inter company eliminations -2 012 353 -10 379

197 54 230 108 96 639 041

Segment Result (profit before tax)

Insurance broking 472 722 1 576 306 Wealth management 16 800 234 30 133 927 Securities 7 347 836 13 899 701 Administration of estates and trusts 63 392 1 012 029 Other * 2 640 250 9 680 820 Inter company eliminations 24 009 1 475

20 000 607 42 404 557

Segment Assets Segment Liabilities Insurance broking 5 693 771 6 569 284 1 781 392 2 995 445 Wealth management 53 530 189 56 260 353 22 425 529 25 308 127 Administration of estates and trusts 2 877 741 2 851 451 1 219 111 1 238 298 Other * 47 099 459 44 172 011 1 246 482 935 970 Inter company eliminations -8 449 769 -8 260 900 -8 066 288 -7 946 935

100 751 391 101 592 199 18 606 226 22 530 905

* Other includes the holding company, minor operating segments and investment in associates

All the above operating segments fall into a single geography: South Africa.

109

ANNEXURE 4

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF NVEST “The Directors NVest Financial Holdings Limited Box 8132 Nahoon 5210 18 May 2015 INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF NVEST FINANCIAL HOLDINGS LIMITED (“NVEST”) FOR THE SIX MONTHS ENDED 31 AUGUST 2014 AND THE THREE YEARS ENDED 28 FEBRUARY 2014, 28 FEBRUARY 2013 AND 29 FEBRUARY 2012. At your request and for the purposes of the prospectus to be dated on or about 21 May 2015 (“the Prospectus”), we present our report on the historical financial information of NVest for the years ended 28 February 2014, 28 February 2013 and 29 February 2012 as well as the six months ended 31 August 2014 in compliance with the JSE Listings Requirements. Directors Responsibility for the Financial Statements The Directors are responsible for the preparation, contents and presentation of the Prospectus and the fair presentation of the historical financial information in accordance International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Reporting Accountants’ Responsibility Our responsibility is to express an opinion on the historical financial information of NVest for the period ended 28 February 2014, included in the Prospectus, based on our audit of the financial information for the year ended 28 February 2014 and a review conclusion on the historical financial information for the six months ended 31 August 2014 and the years ended 28 February 2013 and 29 February 2012. Scope of the audit We conducted our audit of the historical financial information for the year ended 28 February 2014 in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial information. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial information, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the financial information in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.

110

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial information. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Audit opinion In our opinion, the historical financial information of NVest for the year ended 28 February 2014 presents fairly, in all material respects, for the purposes of the Prospectus, the financial position of NVest at that date and the results of its operations and cash flows for the period then ended in accordance with International Financial Reporting Standards and in the manner required by the Companies Act of South Africa and the JSE Listings Requirements. Scope of the review We conducted our review of the historical financial information for the six months ended 31 August 2014 and the years ended 28 February 2013 and 29 February 2012 in accordance with the International Standards on Review Engagements 2400, “Engagements to review financial statements". This standard requires that we plan and perform the review to obtain moderate assurance as to whether the historical financial information is free of material misstatement. A review is limited primarily to enquiries of Company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. Review conclusion Based on our review nothing has come to our attention that causes us to believe that the historical financial information of NVest for the six months ended 31 August 2014 and the years ended 28 February 2013 and 29 February 2012 is not fairly prepared, in all material respects, for the purposes of the Prospectus, in accordance with International Financial Reporting Standards and in the manner required by the Companies Act of South Africa and the JSE Listings Requirements. Consent We consent to the inclusion of this report and the reference to our opinion in the prospectus in the form and context in which it appears. Yours faithfully Grant Thornton Cape Inc. Chartered Accountant (SA) Registered Auditors Per Imtiaaz Hashim Chartered Accountant (SA) Registered Auditors 125 Cape Road, Mount Croix, Port Elizabeth, 6001 (PO Box 63814, Greenacres, 6057)”

111

ANNEXURE 5

PRO FORMA FINANCIAL INFORMATION OF NVEST The pro forma financial information is the responsibility of the Directors and has been prepared for illustrative purposes only and because of its nature may not fairly present the Group’s financial position, changes in equity, results of operations or cash flows. The pro forma financial effects are based on the assumption that the Private Placement, Preferential Offer and the Listing occurred on 31 August 2014 for statement of financial position purposes, and 1 March 2014 for statement of comprehensive income purposes and are based on the reviewed results for the six months ended 31 August 2014. The pro forma financial effects have been prepared in accordance with IFRS, the accounting policies to be adopted by the Group and the SAICA guide on pro forma financial information. The independent reporting accountants’ report on the pro forma financial information is set out in Annexure 6 to this circular.

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n (i)

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olum

n (v

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olum

n (v

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N

otes

to th

e St

atem

ent o

f fin

anci

al p

ositi

on:

1a)

The

pro

form

a in

form

atio

n as

refle

cted

in C

olum

n i h

as b

een

extra

cted

from

NVe

st re

view

ed fi

nanc

ial s

tate

men

ts fo

r the

per

iod

ende

d 31

Aug

ust 2

014,

as p

ublis

hed

in A

nnex

ure

3B, a

ssum

ing

that

the

sha

res i

n iss

ue w

ere

sub-

divi

ded

as a

t 31

Aug

ust 2

014.

2a

) Th

e in

form

atio

n is

base

d on

alte

ratio

ns to

the

stat

ed c

apita

l of N

Vest

subs

eque

nt to

31

Aug

ust 2

014,

as d

etai

led

in A

nnex

ure

7, in

resp

ect

of th

e Re

purc

hase

, ass

umin

g th

at th

e Re

purc

hase

shar

es w

ere

sub-

divi

ded

as a

t 31

Aug

ust 2

014.

2b

)

Ava

ilabl

e ca

sh o

f R4

6.85

milli

on w

ill be

use

d to

set

tle p

art

of t

he R

epur

chas

e ob

ligat

ion

due

to S

asfin

, with

the

bal

ance

due

of

R14.

3 m

illion

bei

ng re

cord

ed a

s an

oblig

atio

n un

der t

rade

and

oth

er p

ayab

les.

The

fina

l obl

igat

ion

of R

14.3

milli

on w

ill be

settl

ed w

ith th

e ca

sh

raise

d a

s per

4a.

3a

)

The

info

rmat

ion

is ba

sed

on

alte

ratio

ns to

the

stat

ed c

apita

l of N

Vest

subs

eque

nt to

31

Aug

ust 2

014,

as d

etai

led

in A

nnex

ure

7, in

resp

ect

of t

he is

sue

of s

hare

s fo

r acq

uisit

ion

of m

inor

ity s

hare

hold

ings

ahe

ad o

f the

list

ing.

A

roll-

up o

f sha

res

have

bee

n do

ne, w

here

exis

ting

sha

reho

lder

s hav

e re

linqu

ished

thei

r res

pect

ive

sha

reho

ldin

g in

the

subs

idia

ries f

or sh

are

hold

ing

in N

Vest

. A

tota

l of 8

620

126

shar

es w

ere

issue

d fo

r a to

tal v

alu

e of

R7

413

308.

3b

)

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roll-

up o

f sha

res

will

lead

to a

n in

crea

se in

sta

ted

capi

tal o

f R7

413

308

as p

er th

e iss

ue o

f 8 6

20 1

26 s

hare

s at

86

cent

s pe

r sha

re.

The

trans

actio

n is

bein

g fu

nded

by

a de

crea

se in

non

-con

trollin

g in

tere

st o

f R2.

3 m

illion

and

a d

ecre

ase

in re

tain

ed in

com

e of

R5.

1 m

illion

. Th

e C

ompa

ny is

obt

aini

ng a

n in

crea

sed

hol

din

g it

its su

bsid

iarie

s and

ass

ocia

tes.

4a)

Th

e in

form

atio

n is

base

d on

the

issue

of 2

6 48

4 23

6 sh

are

s fo

r cas

h, a

s de

taile

d in

Ann

exur

e 7.

Of t

he R

31.9

milli

on ra

ised

, R14

.3 m

illion

will

go to

war

ds se

ttlin

g th

e ou

tsta

ndin

g lia

bilit

y du

e to

SA

SFIN

as

per 2

b an

d th

e re

mai

nder

of R

17.5

milli

on w

ill be

use

d to

incr

ease

cas

h an

d

cash

equ

ival

ents

. 5a

)

Col

umn

v re

pres

ents

the

finan

cial

pos

ition

of N

Vest

prio

r to

the

Priv

ate

Plac

emen

t and

List

ing.

6a

)

The

info

rmat

ion

in c

olum

n vi

is b

ased

on

a Pr

ivat

e Pl

acin

g of

26

250

000

NVe

st s

hare

s at

an

issue

pric

e of

100

cen

ts p

er s

hare

. In

the

ev

ent

that

onl

y th

e m

inim

um s

ubsc

riptio

n of

R10

250

000

is re

ceiv

ed, b

oth

the

stat

ed c

apita

l and

cas

h an

d ca

sh e

quiv

alen

ts a

mou

nts

wou

ld re

duce

by

R16

milli

on re

spec

tivel

y.

7a)

C

olum

n vi

i ref

lect

s the

est

imat

ed c

osts

of t

he lis

ting

and

hav

e be

en o

ff-se

t aga

inst

the

stat

ed c

apita

l.

115

Pro

Form

a St

atem

ent o

f com

preh

ensiv

e in

com

e fo

r the

yea

r end

ed 3

1 A

ugus

t 201

4

Stat

emen

t of C

ompr

ehen

sive

Inco

me

Col

umn

(i)

Revi

ewed

in

terim

s A

ugus

t 20

14

Col

umn

(ii)

Repu

rcha

se

Col

umn

(iii)

Acq

uisit

ion

of m

inor

ity

inte

rest

s

Col

umn

(iv)

Issu

e of

sh

ares

fo

r cas

h

Col

umn

(v)

Tota

l bef

ore

Priv

ate

Plac

emen

t and

Lis

ting

Col

umn

(vi)

Col

umn

(vii)

C

olum

n (ix

) Pr

ivat

e C

osts

of

Befo

re P

rivat

e

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t Lis

ting

Plac

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t an

d Lis

ting

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n Ra

nd

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2a

3a

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*

- ass

umed

as

sub-

divi

ded

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how

com

para

bilit

y on

a p

er sh

are

basis

116

Not

es to

the

Stat

emen

t of C

ompr

ehen

sive

Inco

me:

1a

)

The

pro

form

a in

form

atio

n as

refle

cted

in C

olum

n i h

as b

een

extra

cted

from

NVe

st re

view

ed fi

nanc

ial s

tate

men

ts fo

r the

per

iod

ende

d 31

Aug

ust 2

014,

as p

ublis

hed

in A

nnex

ure

3, a

ssum

ing

that

the

sha

res i

n iss

ue w

ere

sub-

divi

ded

as a

t 31

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ust 2

014.

. 2a

)

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info

rmat

ion

in C

olum

n ii

refle

cts

the

finan

ce im

plic

atio

ns o

f the

Rep

urch

ase

, ass

umin

g th

at th

e Re

purc

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as

at 3

1 A

ugus

t 20

14.

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rest

has

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n ca

lcul

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on

the

outs

tand

ing

bala

nce

as

from

1 J

anua

ry 2

014

at t

he r

ate

of 9

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. T

wo

paym

ents

wer

e m

ade

of R

34.3

5 m

illion

and

R14

milli

on o

n 24

Mar

ch a

nd 3

1 M

arch

201

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spec

tivel

y. I

t is

estim

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that

fina

l pay

men

t w

ill be

ma

de to

SA

SFIN

by

the

end

of M

ay 2

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2b

)

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finan

ce c

osts

will

have

no

tax

impl

icat

ions

as t

hey

are

con

sider

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non

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uctib

le it

em fo

r tax

pur

pose

s. 3a

)

Col

umn

iii sh

ows

the

effe

ct o

f th

e ac

quisi

tion

of a

dd

ition

al s

hare

s in

exis

ting

subs

idia

ries,

show

ing

a re

allo

catio

n, r

educ

ing

inco

me

attri

buta

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to m

inor

ities

and

incr

easin

g in

com

e at

tribu

tabl

e to

the

hol

ders

of

the

pare

nt, a

s th

ough

the

acq

uisit

ion

occu

rred

at

the

begi

nnin

g of

the

six

mon

ths

ende

d 31

Aug

ust

2014

. R2

64 5

22 fr

om N

Vest

Sec

uriti

es, R

351

906

from

NFB

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ster

n C

ape

and

R50

747

from

N

FB In

sura

nce

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ers

(Bor

der)

have

bee

n tra

nsfe

rred

from

the

min

ority

inte

rest

s to

the

Com

pany

. Th

is a

djus

tmen

t will

have

a c

ontin

uing

ef

fect

on

NV

est.

4a)

Th

e in

form

atio

n in

Col

umn

iv d

etai

ls th

e va

rious

issu

e of

sha

res

for

cash

at

vary

ing

pric

es a

s de

taile

d in

Ann

exur

e 7

to t

he P

rosp

ectu

s.

Inte

rest

rece

ived

ha

s no

t bee

n re

cogn

ised

on th

e ca

pita

l ra

ised

in th

e pr

o fo

rma

stat

emen

t of

com

preh

ensiv

e in

com

e as

a m

ajor

par

t (R

14.3

milli

on) w

ill be

util

ised

to se

ttle

the

rem

aini

ng a

mou

nt o

win

g to

SA

SFIN

. 5a

)

Col

umn

v re

pres

ents

the

pro

for

ma

tradi

ng p

ositi

on o

f N

Vest

prio

r to

the

Priv

ate

Pla

cing

and

List

ing

and

incl

udes

all

mov

emen

ts o

f co

lum

n (i)

to (i

v).

6a)

Th

e in

form

atio

n in

Col

umn

vi is

bas

ed o

n th

e Pr

ivat

e Pl

ace

men

t of

26

250

000

NVe

st s

hare

s at

an

issue

pric

e of

100

cen

ts p

er s

hare

. In

tere

st re

ceiv

ed h

as n

ot b

een

reco

gnise

d on

the

capi

tal r

aise

d in

the

pro

form

a st

atem

ent o

f com

preh

ensiv

e in

com

e.

7a)

Tr

ansa

ctio

n co

sts

(lega

l adv

isors

, des

igna

ted

ad

viso

rs, a

udito

rs a

nd re

porti

ng a

ccou

ntan

ts a

nd s

ecre

taria

l fee

s) o

f R1.

645

milli

on, a

s pe

r pa

ragr

aph

1.13

of t

he P

rosp

ectu

s, ha

ve b

een

incu

rred

on th

e Lis

ting.

The

tran

sact

ion

cost

s ha

ve b

een

capi

talis

ed to

sta

ted

capi

tal a

s th

ese

prim

arily

rela

te to

issu

ing

new

shar

es, i

n ac

cord

ance

with

IAS3

2.

8a)

C

olum

n vi

i sho

ws

the

pro

form

a fin

anci

al e

ffect

on

a cu

mul

ativ

e ba

sis o

f all

the

abov

e tra

nsac

tions

on

the

stat

emen

t of c

ompr

ehen

sive

inco

me

for t

he si

x m

onth

s end

ed 3

1 A

ugus

t 201

4 as

thou

gh th

ey o

ccur

red

with

effe

ct fr

om 1

Mar

ch 2

014.

9a

)

Oth

er th

an a

s det

aile

d in

not

e 3a

abo

ve, t

he a

djus

tmen

ts a

re n

ot e

xpec

ted

to h

ave

a c

ontin

uing

effe

ct o

n N

Vest

.

ANNEXURE 6

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE PRO FORMA FINANCIAL INFORMATION OF NVEST 18 May 2015[8.51(g)] The Directors NVest Financial Holdings Limited 42 Beach Road Nahoon 5241 Dear Sirs INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF THE PRO FORMA FINANCIAL INFORMATION OF NVEST FINANCIAL HOLDINGS LIMITED (“NVEST”) Introduction [8.51(c)] We have completed our assurance engagement to report on the compilation of the pro forma financial information of NVest by the Directors. The pro forma financial information, as set out in Annexure 5 of the prospectus to be issued by NVest on or about 21 May 2015 (“the Prospectus”), consists of the pro forma statement of financial position, the pro forma statement of comprehensive income and related notes. The pro forma financial information has been compiled on the basis of the applicable criteria specified in the JSE Listings Requirements. The pro forma financial information has been compiled by the Directors to illustrate the impact of the Preferential Offer, Private Placement and Listing on the Company’s financial position as at 31 August 2014, and the Company’s financial performance for the period then ended, as if the transactions had taken place at 31 August 2014 for purposes of the pro forma statement of financial position and at 1 March 2013 for purposes of the pro forma statement of comprehensive income. As part of this process, information about the Company’s financial position has been extracted by the Directors from the Company’s reviewed financial information for the six months ended 31 August 2014. Directors’ Responsibility for the Pro Forma Financial Information The Directors are responsible for compiling the pro forma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in Annexure 5 of the Prospectus.[8.16] Reporting Accountant’s Responsibility [8.51(c)] Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects, by the Directors on the basis specified in the JSE Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Circular which is applicable to an engagement of this nature. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements.

118

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information. As the purpose of pro forma financial information included in a prospectus is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction would have been as presented. A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the pro forma financial information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether:

the related pro forma adjustments give appropriate effect to those criteria; and the pro forma financial information reflects the proper application of those adjustments to the

unadjusted financial information. Our procedures selected depend on our judgment, having regard to our understanding of the nature of the Company, the corporate action or event in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. Our engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion [8.51(d)] In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in Annexure 5 of the Prospectus. Consent This report on the pro forma financial information is included solely for the information of the NVest shareholders. We consent to the inclusion of our report on the pro forma financial information, and the references thereto, in the form and context in which they appear in the prospectus. Yours faithfully Grant Thornton Cape Inc. Chartered Accountant (SA) Registered Auditors Per Imtiaaz Hashim Chartered Accountant (SA) Registered Auditors 125 Cape Road, Mount Croix, Port Elizabeth, 6001 (PO Box 63814, Greenacres, 6057)” ” [8.51(f)]

119

ANNEXURE 7

ALTERATIONS TO SHARE CAPITAL AND PREMIUM ON SHARES Details of shares issued from date of incorporation are set out below: Details Number of

SharesPar value

(cents)Date Issue/

Repurchase Price

(cents) Subscribers to the memorandum 500 1.00 3 July 2008 100 2014 Repurchase (95) 1.00 31 December *181 Shares in issue prior to sub-division of Shares

405

Sub-division of shares ahead of listing at a ratio of 355 000:1 and conversion to shares of no par value

143 775 000 No par value 31 December -

2015 Issue of shares for acquisition of minority interests in subsidiaries

8 620 126 No par value 1 January 86

Issue to BA Russell for cash in terms of a pre-existing arrangement ahead of listing

1 775 005 No par value 1 January 50

Issue of shares for cash to executives in terms of pre-existing arrangements ahead of listing

10 000 000 No par value 1 January 86

Issue of shares for cash to executives in terms of pre-existing arrangements ahead of listing

4 439 231 No par value 1 January 100

Issue for cash to Rayner Sparg Trust 770 000 No par value 1 January 100 Issue for cash to Rayner Sparg Trust 9 500 000 No par value 1 January 181 In issue before the Private Placing 178 879 362 Private Placing of 26 250 000 Shares

26 250 000 No par value 29 May 100

In issue after the Private Placement (maximum level)

205 129 362

* The Sasfin Repurchase price per share reflected, for the sake of comparative purposes, reflects the post sub-division position had Sasfin’s 95 shares sold in terms of the Repurchase been subject to a sub-division of 355 000: 1 (although for the sake of clarity, it is hereby noted that these shares were in fact not subject to the sub-division and thus the pre-subdivision figure to alternatively represent here would be R64 255 000).

120

Other than the Repurchase, the issue of shares for cash in terms of pre-existing arrangements or to secure long term sustainability and succession planning and the Private Placing as contained in this Prospectus, there have been no other offers, issues or share repurchases. In addition, on 31st March 2015, shareholders have approved a general authority to issue shares for cash, limited to a maximum of 50% of the issued share capital of the Company on the day of listing of the Company, in anticipation of listing on the JSE, which provides for the issue of Shares at a maximum discount of 10% to the 30 day volume-weighted average share price traded on the JSE. This resolution has been passed in accordance with the JSE Listings Requirements. The appropriate resolutions, authorisations and approvals have been made by the Board in relation to the securities to be issued. The issue price for the Private Placing was determined based on the Directors’ valuation of NVest ahead of the listing. The share capital of the Company has been sub-divided on a ratio of 355 000 shares for 1 share ahead of the listing in order to restructure the share capital ahead of the Listing. The sub-division ratio was based on a Directors’ valuation of approximately R180 million in December 2014. The share capital was also converted into shares of no par value and the authorised share capital was decreased post the sub-division of shares to 1 000 000 000 authorised Shares in anticipation of the listing on the JSE.

Other than the above, there have been no special resolutions passed by the Company to change its share capital other than for the adoption of a new MOI in order to ensure compliance of the MOI with the JSE Listings Requirements.

121

ANNEXURE 8

MATERIAL BORROWINGS, MATERIAL LOANS RECEIVABLE AND INTER-COMPANY LOANS As at 28 February 2015, NVest had the following material borrowings, loans receivable and inter-Company loan commitments: MATERIAL BORROWINGS The Company had no material borrowings as at the Last Practicable Date. Other than the accrued amount owing to Sasfin on 31 March 2015 of R13 974 610.99 which will be settled though existing cash reserves of R19.3 million as at 31 March 2015 and/or through funds raised in the Private Placing, the amounts which require payment within the next 12 months will be financed out of the Company’s existing cash on hand or through cash flow generated by the Company. The amount due to Sasfin arose from the Repurchase Agreement ahead of the listing of the Company. As at 28 February 2015, NVest had no borrowings which carried any rights as to conversion into securities in the Company nor does the Company have any convertible and/or redeemable preference shares or debentures in issue. LOANS RECEIVABLE FROM THIRD PARTIES OR DIRECTORS There were no loans receivable with any third parties nor Directors as at the Last Practicable Date. INTER-COMPANY LOANS The following matrix shows a summary of all inter-company loans as at 28 February 2015:

NVest Securities

(R) NVest

(R)IET(R)

NFB EC(R)

NFB PE (R)

NFB WC (R)

NFB Insurance

(R)

NVest Securities -2,138,402 200,682

NVest 2,138,402 1,050,157 -1,048 200,210 46,148 387,440Independent Executor and Trust -1,050,157 -40,899NFB Finance Brokers Eastern Cape -200,682 1,048 40,899 43,971 16,396

NFB PE -200,210 NFB Finance Brokers Western Cape -46,148 -43,971 NFB Insurance Brokers (Border) -387,440 -16,396

The above loans were all raised in the ordinary course of business and were incurred for working capital requirements.

122

The loans are all interest free, with exception of a R2 million loan between NVest and NVest Securities, which incurs interest at the SARS fringe benefit rate. The loans are generally all repaid within 12 months - short term in nature, again, with the exception of the R2 Million loan between NVest and NVest Securities, which is long term in nature and has no defined repayment date. No security is held for any of the loans. LOANS RECEIVABLE FROM AN ASSOCIATE NVest Properties Limited: R2 508. This loan was incurred in the running of the group and was in respect of working capital requirements. The loan is short term in nature, expected to be repaid within 12 months, unsecured and does not incur any interest.

123

ANNEXURE 9

OTHER DIRECTORSHIPS HELD BY THE DIRECTORS OF NVEST The directorships held by the Directors of NVest for the past five years are set out below: Anthony Denis Godwin Company Status North Shore Trading 251 Proprietary Limited Active Equities Index Investments Proprietary Limited Active Independent Executor and Trust Proprietary Limited Active Meadow Brook Properties 142 Proprietary Limited Active Nahoon Trustees Proprietary Limited Active NFB Asset Management Proprietary Limited Active NFB Capital Proprietary Limited Active NFB Debentures 22 Proprietary Limited Active NFB Debentures 22 Proprietary Limited Active NFB Finance Proprietary Limited Active NFB Finance Brokers Eastern Cape Active NFB Finance Brokers Port Elizabeth Active NFB Finance Brokers Western Cape Active NFB Insurance Brokers (Border) Active NFB Private Equity Proprietary Limited Active NFB Property Investment Proprietary Limited Active NVest Active NVest Properties Limited Active NVest Property Services Active NVest Securities Active NVest Securities Nominee Equities (RF) Proprietary Limited Active NVest Securities Nominee Money (RF) Proprietary Limited Active Sherpa Trade and Invest 61 Proprietary Limited Active RNE Financial Services Proprietary Limited Active Frank Terence Knox Company Status NVest Active NFB Finance Brokers Eastern Cape (Proprietary) Limited Active Sherpa Trade and Investment (Proprietary) Limited Active Agnobest 10 (Proprietary) Limited Active Knox Property Holdings (Proprietary) Limited Deregistered Robert More McIntyre Company Status NVest Securities Active NVest Active

124

Andrew Vincent Kent Company Status A and J Agencies [Deregistration Process] Active Beybridge Investments [Deregistration Final] Active Siki Investments [Deregistration Final] Resigned NFB Finance Brokers Active NVest Securities Active NVest Securities Nominee Equities Proprietary Limited Active NVest Securities Nominee Money Proprietary Limited Active NVest Active NFB Finance Brokers Western Cape Active NFB Capital Proprietary Limited Active NFB Investment Tranche 1 Limited Active NVest Investment Tranche 1 Limited Active Independent Executor and Trust Proprietary Limited Active NVest Investment Tranche 2 Limited Active NVest International Corporate Bond Investment Proprietary Limited Active Brendan Joseph Connellan Company Status Agnobest 10 Proprietary Limited Active Independent Executor and Trust Proprietary Limited Active NFB Asset Management Proprietary Limited Resigned NFB Capital Proprietary Limited Active NFB Finance Proprietary Limited Active NFB Finance Brokers Eastern Cape Active NFB Finance Brokers Port Elizabeth Active NFB Finance Brokers Western Cape Active NFB Investment Tranche 1 Limited Active NFB Property Investment Proprietary Limited Active NVest Active NVest International Corporate Bond Investments Proprietary Limited Active NVest Securities Active NVest Securities Investments Tranche 1 Limited Active NVest Securities Investments Tranche 2 Limited Active NVest Securities Nominee Equities (RF) Proprietary Limited Active NVest Securities Nominee Money (RF) Proprietary Limited Active Sherpa Trade and Invest 61 Proprietary Limited Active

125

Gavin Robin Ramsay Company Status Independent Executor and Trust Active Equities index investments Proprietary Limited Active Meadow brook properties 142 Proprietary Limited Active NFB Asset Management Proprietary Limited Active NFB Finance Proprietary Limited Active NFB Finance Brokers Eastern Cape Active NFB Finance Brokers Port Elizabeth Active NFB Finance Brokers Western Cape Active NFB Insurance Brokers (Border) Resigned NFB Investment Tranche 1 Limited Active NFB Property Investment Proprietary Limited Active NVest Active NVest Securities Active NVest Securities Nominee Equities (RF) Proprietary Limited Active Nest Securities Nominee Money (RF) Proprietary Limited Active Wench Properties CC Active Travis Henry McClure Company Status NFB Finance Brokers Eastern Active NFB Insurance Brokers Proprietary Limited Active NVest Active Philip Barry Bartlett Company Status NFB Finance Brokers Eastern Cape NVest NVest Property Services

Active Active Active

Jonathan Goldberg Company Status Alibiprobs 5 Proprietary Limited Active Charken Proprietary Limited Active C-Max Investments 143 Proprietary Limited Active Factaprops 15 Proprietary Limited Active Gapilwe Investments Proprietary Limited Active Goldberg, De Villiers and Myburgh Proprietary Limited Active Grafler Investments Proprietary Limited Active Idec (Transkei) Proprietary Limited Active Ikhwezi Investment Holdings Proprietary Limited Active Inscape Property Management Proprietary Limited Active Iyavaya HR Solutions Proprietary Limited Active Moneyline 553 Proprietary Limited Active Mpekweni Proprietary Limited Active Mpisi Trading 25 Proprietary Limited Active NVest Active Quantam Leap Investments 8 Proprietary Limited Active Redlex 224 Proprietary Limited Active

126

Reditrade 45 Proprietary Limited Active Silver Charm Investments 99 Proprietary Limited Active Southern Spirit Properties 220 Proprietary Limited Active Trakprops 85 Proprietary Limited Active Unitrade 758 Proprietary Limited Active Virtual Quest Proprietary Limited Active Siviwe Relebohile Kwatsha Company Status Lurksoc Proprietary Limited Hagwana Ventures Proprietary Limited Prototype Systems Proprietary Limited Grand Select 150 Proprietary Limited E2 Training and Consulting Proprietary Limited Two Three Investment Holdings Proprietary Limited [Dereg Process] Kulima Property Investments Proprietary Limited IT Computer Training Proprietary Limited [Deregistered] Extra Dimensions 91 Proprietary Limited [Deregistered Final] BEEMotion Proprietary Limited [Deregistered Final] Close Corporation memberships: Little Pig Alcance IT [Deregistration] BB Access [Deregistration]

Active Active Active

Resigned Resigned

Active Resigned

Active Active Active

Active Resigned Resigned

John Ross-Smith Company Status No other directorships held

127

ANNEXURE 10

SUBSIDIARY COMPANIES Details of NVest’s subsidiaries as at the last practicable date are listed below: Name of Subsidiary

Registration number, date and place of incorporation

Holding Company Ownership in Subsidiary

Main Business Authorised and Issued Share capital

Date on which company became subsidiary

NFB Finance Brokers Eastern Cape

2003/030583/07 Incorporated on 27th November 2003 in South Africa

100% Registered Financial Services Provider licence: 16300

Authorised: R1,000 divided into 1,000 ordinary shares at R1 each Issued: 1,000 ordinary shares at R1 each

03/07/2008

NFB Finance Brokers Port Elizabeth

2005/025001/07 Incorporated on 12th July 2005 in South Africa

65% Registered Financial Services Provider licence: 26362

Authorised: R1,000 divided into 1,000 ordinary shares at R1 each Issued: 400 ordinary shares at R1 each

15/12/2008

NVest Securities

2008/015192/07 Incorporated on 23rd June 2008 in South Africa

100% Member of the JSE Limited FSB Approved as S13(B) Fund Administrator Registered Financial Services Provider licence: 44699

Authorised: R1,000 divided into 1000 ordinary shares at R1 each Issued: 100 ordinary shares at R1 each

03/07/2008

Independent Executor and Trust

2008/018611/07 Incorporated on 4th August 2008 in South Africa

70% Member of the Fiduciary Institute of South Africa (FISA)

Authorised: R100 divided into 100 ordinary shares at R1 each Issued: 120 ordinary shares at R1 each

17/02/2009

128

NFB Insurance Brokers (Border)

1996/010593/07 Incorporated on 12th August 1996 in South Africa

76% Registered Financial Services Provider licence: 8932

Authorised: R1,000 divided into 1,000 ordinary shares at R1 each Issued: 120 ordinary shares at R1 each

15/12/2009

NVest Property Services

2005/041916/07 Incorporated on 29th November 2005 in South Africa

76% Property Management, Leasing and Broking

Authorised: R1,000 divided into 1,000 ordinary shares at R1 each Issued: 100 ordinary shares at R1 each

29/11/2005

NFB Finance Brokers Western Cape

2006/035387/07 Incorporated on 13th November 2006 in South Africa

100% Financial Services

Authorised: R1,000 divided into 1,000 ordinary shares at R1 each Issued: 100 ordinary shares at R1 each

03/07/2008

Notes: 1. None of the subsidiaries listed above are listed on the JSE. 2. The Directors of each of the Subsidiaries are listed in the table are as follows:

NFB Finance Brokers Eastern Cape:

Anthony Denis Godwin, Gavin Robin Ramsay, Andrew Vincent Kent, Brendan Joseph Connellan, Travis Henry McClure, Philip Barry Bartlett, Frank Terence Knox, Michael Gray Crosby (non-executive)

NFB Insurance Brokers (Border):

Anthony Denis Godwin, Travis Henry McClure, Anthony Wakelyn Gray, Richard Charles Clarke, Steven Charles Pope, Michelle Wolmarans

NFB Finance Brokers Port Elizabeth:

Anthony Denis Godwin, Gavin Robin Ramsay, Andrew Vincent Kent, Brendan Joseph Connellan, Alexander Gordon Grunewald

NVest Securities:

Anthony Denis Godwin, Gavin Robin Ramsay, Andrew Vincent Kent, Brendan Joseph Connellan, Robert More McIntyre, Robert Hume, Basil Andrew Russell.

Independent Executor and Trust:

Deborah Anne Godwin, Anthony Denis Godwin, Gavin Robin Ramsay, Andrew Vincent Kent, Brendan Joseph Connellan

129

NFB Finance Brokers Western Cape Anthony Denis Godwin, Gavin Robin Ramsay, Brendan Joseph Connellan

NVest Property Services

Anthony Denis Godwin, Philip Barry Bartlett, Christopher Douglas Batting, Richard James Davies, Mark Lloyd Bruyns

3. Details of ownerships of the remaining percentage in subsidiary companies not wholly owned

by NVest are listed below:

NFB Insurance Brokers (Border): NVest – 76.67% Anthony Wakelyn Gray– 13.33% Richard Charles Clarke– 5% Steven Charles Pope– 5%

NFB Finance Brokers Port Elizabeth:

NVFH – 65% Alex and Bobbie Family Trust – 35% [MD, Alexander Grunewald is a trustee of this trust]

Independent Executor and Trust:

NVest – 70% IET Business Trust – 30% [Managing Director, Deborah Godwin, a related party to Anthony Denis Godwin, is a trustee of this trust. The business was previously wholly owned by IET Business Trust before NVest took a stake in the business by forming a private company and allocating shareholding as indicated here]

NVest Property Services

NVest - 76% Batting family Trust - 15% (Managing Director, Christopher Batting, is a trustee) Richard James Davies - 5% Marnic Bruyns Family Trust - 4% [Mark Bruyns, trustee of this trust, is Managing Director of associate company NVest Properties and a director of NVest Property Services]

130

ANNEXURE 11 DETAILS OF IMMOVABLE PROPERTY LEASED FROM THIRD PARTIES Details of immovable property owned or immovable property leased from third parties are set out below: Landlord

Type of premises

Location

Expiry date Lessee

Monthly Rental (Rand)

Area (m2)

Escalationand

frequencyMMI Group Office 15th Floor,

Cape Town Metlife Centre, 7 Walter Sisulu Avenue, Cape Town

31st March 2018

NFB Finance Brokers Eastern Cape

R10,427 83.2m² 8% escalation

annually

NFB House Trust1

Office 42 Beach Road, Nahoon, East London

30th June 2018

NVest R129,476 953m² 7% escalation

annually NVest Properties Limited2

Office Ground Floor, Bldg 6, Ascot Office Park, Conyngham Road, Greenacres, PE, 6057

30th November 2018

NFB Finance Brokers Port Elizabeth

R11,147 118.7m²

8% escalation

annually

Sherpa Trade & Invest 61 Proprietary Limited

Office 51 Beach Road, Nahoon 5241

28th February 2018

NFB Insurance Brokers (Border)

R48,957

263m² 7% escalation

annually

Sherpa Trade & Invest 61 Proprietary Limited

Office

49 Beach Road, Nahoon 5241

30th April 2019

Independent Executor and Trust

R21,566

160m²

8% escalation

annually

Sherpa Trade & Invest 61 Proprietary Limited

Office 49 Beach Road, Nahoon 5241

31st May 2019

NFB Finance Brokers Eastern Cape

R15,636

116m²

8% escalation

annually

131

Notes: 1. NFB House Trust is owned by a trust in which NVest CEO, Anthony Denis Godwin, owns 40%

together with three other parties. 2. A potential acquisition of NFB House Trust to NVest through its associate, NVest Properties is

being considered, although no contracts have been signed yet. 3. There is no immovable property owned and leased to third parties. 4. Sherpa Trade & Invest 61 Proprietary Limited is held by Godwin Trust, Andrew and Heather Family

Trust, Brendan Connellan, Gordon Ramsay Family Trust, Frank Knox and certain NVest employees.

132

ANNEXURE 12

CURRICULA VITAE OF THE DIRECTORS OF NVEST ANTHONY DENIS GODWIN (55) CHIEF EXECUTIVE OFFICER International Capital Markets Qualification (Registered Persons Examination), 2001 National Certificate in Wealth Management, 2005 Working Experience: 1985 and 1988: Value Sales - Owner/Manager 1988 to date: NFB Private Wealth Management – Managing Director and Managing Director of NVest Anthony has 27 years’ experience within the financial services industry and serves as Managing Director and a financial advisor of NFB Private Wealth Management, the core and original company within the NVest group of companies. In addition to that, Anthony is Chief Executive Officer of NVest, giving overall direction and leadership to the group of companies. Anthony was appointed as Managing Director of NFB Finance Brokers Eastern Cape Proprietary Limited [trading as NFB Private Wealth Management] in 2004 and of the NVest group in 2008 upon its formation. Anthony also sits on the boards of a number of subsidiary companies within the Group. Anthony is a member of the Financial Planning Institute as well as a member of the Institute of Financial Markets. FRANK TERENCE KNOX (59) FINANCIAL DIRECTOR Bachelor of Commerce (University of the Transkei), 1985 Bachelor of Accounting Science (Honours) (University Of South Africa), 1995 Advanced Certificate in Industrial Relations and Human Resources (Rhodes), 1997 Working Experience: 1974 – 1975: South African Police Services - Police Constable 1976 – 1986: Employment Bureau of Africa Limited - Representative 1986 – 1988: Deloitte & Touche - Audit Senior 1988 – 1988: Alex, Aiken & Carter [now KPMG] - Audit Senior 1989 – 1992: P A Becker & Co [now KPMG] - Audit Manager 1992 – 2005: Building Industry Bargaining Council - Council Secretary, Principal Officer and

Dispute Resolution; Principal Officer of Council Retirement Funds and Medical Aid, and Dispute Resolution

2005 – to date: NFB and NVest Group – Chief Financial Officer Frank has approximately 29 years’ experience in the accounting and auditing field. Frank was initially employed as Financial Manager of NFB Private Wealth Management and thereafter the NVest Group and was promoted to the position of Group Financial Director in 2012, which position he retains as at the date of this Prospectus. He is a member of the South African Institute of Professional Accountants - Centre of Tax Excellence. ROBERT MORE MCINTYRE (40) CORPORATE FINANCE DIRECTOR Bachelor of Commerce (Accountancy) (Rhodes), 1996 Postgraduate Diploma in Accountancy (Rhodes), 1997 Advanced Diploma in International Taxation (RAU), 1999 CA(SA), 1999 JSE Traders Exam, 2011 South African Institute of Stockbrokers Board Exams (SAIS), 2012 Member of the Inspections Committee of the Independent Regulatory Board for Auditors (the South African national audit regulator), 2011 to 2014.

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Working Experience: 1994 – 2007: KPMG - Audit Partner [South Africa and Russia] 2007 - 2011: Self Employed as a Financial Reporting Advisory Consultant (predominantly

within the area of IFRS reporting) as well as managed own private investments and served as a member of various committees

2011 – to date: NVest Securities - Managing Director, Portfolio Manager and Equity Trader Robert was the first student at Rhodes University to pass the Postgraduate Diploma in Accountancy with a distinction, completed his Postgraduate Diploma in International Taxation Cum Laude and qualified as a Chartered Accountant (South Africa) in 1999. At the time Robert was appointed as a Partner at KPMG, he was the youngest Partner appointment in the history of KPMG South Africa. He then served as a Partner in the Industrial Markets Division of KPMG in Moscow where their core clients were multinational and Russian natural resources clients. He has four years’ experience with the NVest Group, but 21 years’ experience in the accounting, auditing and stock broking fields. He currently serves as Managing Director of NVest Securities. Robert is a member of the South African Institute of Chartered Accountants, the Institute of Chartered Accountants of British Columbia as well as a member of Chartered Professional Accountants Canada (CPA). Robert was appointed as a Director of NVest on 1 April 2015 and holds the position of Corporate Finance Director. BRENDAN JOSEPH CONNELLAN (40) EXECUTIVE DIRECTOR, GROUP COMPLIANCE AND OPERATIONS DIRECTOR AND COMPANY SECRETARY Bachelor of Commerce (Rhodes), 1997 Postgraduate Diploma in Financial Planning (UFS), 2000 Advanced Postgraduate Diploma in Financial Planning (UFS), 2002 International Capital Markets Qualification (SAIFM - Registered Persons Examination), 2001 Certificate in Compliance Management (UCT), 2006 JSE Compliance Officers Exam (SAIFM), 2008 Working Experience: 14.07.97 – to date: NVest Group (originally held by NFB) – Group Compliance and Operations

Director and Company Secretary Brendan has 18 years’ industry experience and started his career with NFB Private Wealth Management, now a subsidiary of the NVest Group of Companies. Brendan serves as the Group director responsible for overall legal compliance and operations, which also incorporates Human Resources and other general operational areas. Brendan also serves as Compliance Officer of NVest Securities as well as Company Secretary, Money Laundering Reporting Officer and Head of the Employment Equity Committee of various subsidiaries and sits on the boards of a number of subsidiary companies within the Group. Brendan is a member of the Financial Planning Institute. ANDREW VINCENT KENT (54) EXECUTIVE DIRECTOR International Capital Markets Qualification (Registered Persons Examination) JSE Traders Exam Passed following UNISA Programme in Investment Analysis and Portfolio Management modules – Investment Background, Investment Analysis, Ethics and Tax Planning for Investments Working Experience: 01.01.81 – 31.12.83: Standard Bank - Dealer in foreign exchange department 01.01.84 – 31.10.87: East London Computer Bureau - Customer Support 01.11.87 – 28.02.92: A&J Motors - Owner 01.03.93 – 30.04.00: Semi-retired sabbatical – focused attention on stock market trading and

property development and received mentoring from Sasfin Securities

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01.05.00 – 01.11.2008: NFB Private Wealth Management – Executive Director and investment portfolio manager

01.11.2008 – to date: Executive Director - Portfolio Manager and Equity Trader (served as Managing Director until 1 June 2014, whereafter he handed the position to Robert More McIntyre.

Andrew has approximately 25 years’ experience within the financial sector, specialising in equity trading and portfolio management. He was one of the major founders of and reasons for the inception of NVest Securities, which has become one of the core business units within the NVest Group of Companies, having shown tremendous growth since its formation. Andrew also sits on the boards of a number of subsidiary companies within the Group. Andrew is a member of the Institute of Financial Markets. GAVIN ROBIN RAMSAY (42) EXECUTIVE DIRECTOR Bachelor of Commerce, 1994 – Economics, Management, Accounting (Rhodes) International Capital Markets Qualification (Registered Persons Examination), 2001 Working Experience: October 1993 to date: NFB Private Wealth Management – Executive Director and Financial Advisor Gavin has 21 years’ experience within the financial services industry, all of them being within NFB Private Wealth Management and the NVest Group of Companies. Gavin serves as a member of the Investment Committee of NFB Asset Management and as a Key Individual in terms of NFB’s FAIS licences. Gavin also sits on the boards of a number of subsidiary companies within the Group. Gavin is a member of the Institute of Financial Markets. TRAVIS HENRY MCCLURE (40) EXECUTIVE DIRECTOR Bachelor of Commerce Degree, Economics and Management (Rhodes University), 1997 International Capital Markets Qualification (SAIFM Registered Persons Examination), 2001 Postgraduate Diploma in Financial Planning (UFS), 2007 Working Experience: 1998 – to date: NFB Private Wealth Management - Financial Advisor and Executive Director Travis began his career with NFB Private Wealth Management, a subsidiary of the NVest Group of Companies as a financial advisor in 1998 and was appointed onto the board of NFB in 2012 and onto the NVest board in 2015. Travis performs a management role related to NFB’s financial advisors and currently operates as a senior financial advisor. Travis is a member of the Financial Planning Institute. PHILIP BARRY BARTLETT (40) EXECUTIVE DIRECTOR Postgraduate Diploma in Financial Planning (UFS), 2009 Attorney's Admission Exam, 2000 LLB Degree (University of Stellenbosch), 1998 BA (Law) Degree (University of Stellenbosch), 1996 Working Experience: 1999 – 2001: Drake Flemmer & Orsmond - Candidate Attorney 2001 - 2002: Credit Suisse First Boston (London) - Legal and Compliance Department 2002 – 2003: Lloyds TSB Treasury - Assistant manager: Regulations 2003 – 2004: Lloyds TSB Financial Markets - Manager: Client Services 2005 – 2006: Lloyds TSB Financial Markets - Senior Manager 2006 – 2007: Perks Financial Solutions - Director 2007 – to date: NFB Private Wealth Management -Financial Advisor and Executive Director

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Philip completed his LLB degree with an upper second average and 2 distinctions prior to beginning his working career as an attorney. He moved into the financial industry in 2001 and now has 14 years’ industry experience. Upon returning to South African in 2007, Philip commenced his career with NFB Private Wealth Management, a subsidiary of the NVest Group of Companies as a financial advisor. Philip is a senior Financial Advisor and was appointed onto the board of NFB in 2012 and the NVest board in 2015. Philip is a member of the Financial Planning Institute. JONATHAN GOLDBERG (53) INDEPENDENT NON-EXECUTIVE CHAIRMAN B.Comm (University of Port Elizabeth), 1983 LL.B (University of Port Elizabeth), 1986 Honours in Business Administration (University of Stellenbosch), 1988 MBA (University of Stellenbosch), 1988 – 1989 Numerous managerial and self-study courses - 1989 – 2014 Working Experience: 1989 – 2005: IDEC Financial Services Proprietary Limited 1989 – 2000: IDEC Industrial Relations Consultancy 1989 – 2014: Global Business Solutions Proprietary Limited 1989 – 2008: National Financial Services Proprietary Limited 1989 – 2014: Compass Properties Proprietary Limited 2004 – 2008: Amathole District Municipality 2003 – 2014: Isegen SA Proprietary Limited 2003 – 2008: Ikhwezi Trucktech Proprietary Limited 2000 – 2014: Ikhwezi Investment Holdings 1992 – 2000: Additional member of the Industrial Court 1992 – 2000: Independent Mediation and Arbitration Services of South Africa 2003 – 2014: Tokiso 1996 – 2000: Member of the Transkei National Manpower Commission 1996 – 2006 : Commission for Conciliation, Mediation and Arbitration 1996 – 2014: Business – national and international levels 1990 – 2014: Business deals - International 2005 – 2011: Stellenbosch Business School – Cape Town 2005 – 2013: Wits Business School - Johannesburg 2004 – 2006 : Fort Hare University - Alice 2006 – 2008 : Rhodes Investec Business School - Grahamstown 2003 – 2014: Kingswood College - Grahamstown 2009 – 2013: NEDLAC - Johannesburg 2011 – 2013: NEDLAC - Johannesburg 2005 – 2014: The South Africa Board for People Practices 2014: National Association of BEE Consultants 2010 – 2014: Old Kingswood Club

2013 – 2014: Employment Conditions Commission Commissioner in terms of the Basic Conditions of Employment Act, No 75 of 1997

2014: Nelson Mandela Metropolitan University, School of Management Sciences Advisory Board

Professional memberships: Member of the Transkei National Manpower Commission Additional Member of the Industrial Court Member of the Independent Mediation and Arbitration Panel of Republic of South Africa Panellist on Tokiso Dispute Resolution panel Former part time senior Commissioner of the Commission for Conciliation, Mediation and

Arbitration Director of numerous businesses Member of the Institute of Directors Chairperson of Isegen (R.S.A.)

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Kingswood College Council Councillor Official Trustee and President of the Old Kingswoodian Club Executive member of the National Association for B-BBEE Consultants Master HR Practitioner in the field of Employment Relations for the South African Board for

Personnel Practice Commissioner at the Employment Conditions Commission Jonathan is an accredited commissioner of the Commission for Conciliation, Mediation and Arbitration (CCMA), an IMSEC Arbitration and Mediation panellist, a Busa representative at NEDLAC and member of Tokiso dispute settlement panel. He and his associate companies have numerous investments in business and he serves on the board of many companies. Jonathan is a leader and developer of the Wits Business School’s executive development programme in B-BBEE. Over his career, Jonathan has compiled many publications and delivered countless presentations and seminars and advises business and government in a range of different areas. SIVIWE RELEBOHILE KWATSHA (37) INDEPENDENT NON-EXECUTIVE DIRECTOR Bachelor of Science (Computer Science) cum laude (Rhodes), 1998 Bachelor of Science with Honours (Computer Science) cum laude (Rhodes), 1999 Certificate in Corporate Governance (UJ), 2014 Currently reading towards an MCom in Information Systems Professional Memberships: Member of the Institute of Directors of Southern Africa Working Experience: 2000 - 2009: Mars Technologies –Executive Director 2006 - 2008: Kulima Property Investments - Executive Director 2008 - 2013: Grand Select 150 - Executive Director 2012 - date: Little Pig - Managing Member Siviwe is a senior management consultant with extensive experience and a proven ability to provide real world solutions to high level technical and business problems. Siviwe specializes in Information, Communication and Technology (ICT) security, governance, network and solutions architecture. He started his career 15 years ago when he co-founded Mars Technologies, an ICT company. He helped grow the company to over 50 employees in 4 offices across 3 provinces and eventually sold what had become a very successful business to a large well known group of companies in the Eastern Cape. He has founded and successfully managed a number of companies in the ICT, consulting and commercial property fields. After being involved in commercial property for a number of years, he founded an ICT consulting business which feeds his twin passions of IT and skills development. The business only employs interns to help bridge the gap between tertiary education, formal employment and/or entrepreneurship. He has recently completed the UJ-IoDSA certificate programme in corporate governance and is reading towards an MTech in Entrepreneurship, with a focus on incubatorships. JOHN PHILIP ROSS-SMITH (69) INDEPENDENT NON-EXECUTIVE DIRECTOR Bachelor of Economics (University of Kwa-Zulu Natal), 1977 Diploma in Marketing Management (Damelin College), 1981 Working Experience: 1994 - 1998: Johnson and Johnson (Turkey) – Managing Director 1999 - 2009: Johnson and Johnson (SA) – Managing Director of J&J Sub-Sahara 2009 - date: Independent Consultant at LA Consulting – Leadership Development,

Strategic Planning, Change Management and Company Transformation.

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When John was positioned as Managing Director of J&J Turkey, he took over an ailing company operating in extremely tough conditions of rampant inflation and currency volatility – he restructured the company, established a new business model and set the company on an aggressive growth path for the next five year. He was then appointed as Managing Director for J&J for Sub-Saharan Africa. In addition to running the well-established South African operation, he led the initiative for developing a comprehensive strategy for Sub-Sahara involving the changing of the mind-set of the organisation to align to a new regional strategy, analysing and understanding opportunities in new markets and establishing and building strong relationships with local companies – successfully implementing long term growth programmes. John currently consults on leadership development, strategic planning, change planning and company transformation projects. He is highly skilled working with both individuals as well as management teams looking to improve cohesiveness, alignment and interpersonal and management skill. In addition, John is on the Board of the East London Golf Club and an active member of Rotary. KEY MANAGEMENT QUENTIN BARNARD (37) CHIEF INFORMATION OFFICER Currently studying towards a National Diploma in Information Technology, UNISA Working Experience: 2002 – 2008: Comparex Africa / BCX - Senior Software Developer 2008 – to date: NFB and NVest Group – IT Director and Software Developer Having worked with NFB Private Wealth Management as an outsourced software developer since 2004, Quentin was employed as the Group’s I.T. Manager in 2008. Owing to the great value that Quentin added to the Group since his appointment date, he was appointed onto the Executive in 2012.

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ANNEXURE 13

EXTRACTS FROM THE NVEST MOI Below is an extract from the Company’s MOI approved by the JSE and shareholders which numbering is as appears in the full MOI.

6. ISSUE OF SHARES AND VARIATION OF RIGHTS[S10.9(c)] 6.1 The Company is authorised to issue –

6.1.1 such number of ordinary Shares, of the same class, as set out in Schedule 1 hereto, each of which ranks pari passu in respect of all rights and entitles the holder to – 6.1.1.1 vote at any annual general meeting or general meeting, or as

contemplated in clause 20.2, in person or by proxy, on any matter to be decided by the Shareholders of the Company and to 1 (one) vote in respect of each ordinary Share in the case of a vote by means of a poll;

6.1.1.2 participate proportionally in any distribution made by the Company; and 6.1.1.3 6receive proportionally the net assets of the Company upon its liquidation;

6.1.2 such number of each of such further classes of Shares, if any, as are set out in Schedule 1 hereto subject to the preferences, rights, limitations and other terms associated with each such class set out therein.

6.1.3 No further securities ranking in priority to, or pari passu with, existing preference shares, of any class, shall be created without a special resolution passed at a separate general meeting of such preference shareholders.

6.2 The Company may from time to time by special resolution as contemplated in clause 6.3 below, effect the following changes – 6.2.1 the creation of any class of shares; 6.2.2 the variation of any preferences, rights, limitations and other terms attaching to any

class of shares; 6.2.3 the conversion of one class of share into one or more other classes; 6.2.4 the change of the name of the Company; 6.2.5 increase the number of authorised Shares of any class of the Company’s Shares; 6.2.6 consolidate and reduce the number of the Company's issued and authorised Shares

of any class; 6.2.7 subdivide its Shares of any class by increasing the number of its issued and authorised

Shares of that class without an increase of its capital; and such powers shall only be capable of being exercised by the Shareholders by way of a special resolution of the Shareholders.

6.3 The creation, authorisation and classification of Shares, the subdivision or consolidation of Shares, amendments to the numbers of authorised Shares of each class, the conversion of one class of Shares into one or more other classes of Shares, the conversion of Shares from par value to no par value, the change in name of the Company and variations to the preferences, rights, limitations and other terms associated with any class of Shares as set out in this Memorandum of Incorporation may be changed only by an amendment of this Memorandum of Incorporation by way of a special resolution of the Shareholders in a separate meeting and in accordance with the JSE Listings Requirements and subject to the provisions and limitations of clause 22.1.3 of this Memorandum of Incorporation.

6.4 If a fraction of a Share comes into being as a result of any corporate action such fraction will be subject to compliance with the JSE Listings Requirements’ rounding convention.

6.5 No Shares may be authorised in respect of which the preferences, rights, limitations or any other terms of any class of Shares may be varied in response to any objectively ascertainable external fact or facts as provided for in sections 37(6) and 37(7) of the Act.

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6.6 The Board has control over all unissued shares per class and may, subject to clause 6.9 and clause 0, resolve to issue Shares of the Company at any time and, where applicable, list such Shares on the applicable JSE market (“listing”) if: 6.6.1 the issue is within a class, and to the extent that such Shares have been authorised by

or in terms of this Memorandum of Incorporation, but not yet issued; and 6.6.2 the issue, and where applicable, listing, is in respect of a corporate action requiring

JSE approval of a circular or application letter to ensure compliance with the JSE Listing Requirements, only after obtaining such approval by the JSE that all JSE Listing Requirements have been met; or

6.6.3 the issue, and where applicable, listing, is in respect of a corporate action requiring JSE approval of a circular and application letter to ensure compliance with the JSE Listing Requirements and shareholder approval of one or more resolutions relating thereto in accordance with the JSE Listings Requirements, only after obtaining all such approvals;

6.7 All issues of Shares for cash, including grants / issues of options and/or convertible securities, must be effected in accordance with the JSE Listings Requirements.

6.8 6All Securities of the Company for which a listing is sought on the JSE must, notwithstanding the provisions of section 40(5) of the Act, be issued as fully paid up and must be freely transferable, unless otherwise required by statute.

6.9 Unissued equity securities shall be offered to existing shareholders, pro rata to their shareholdings, unless such securities are to be issued for an acquisition of assets. However, the MOI must provide that shareholders in general meeting may authorise the Directors to issue unissued securities, and/or grant options to subscribe for unissued securities, as the Directors in their discretion deem fit, provided that such corporate action(s) has/have been approved by the JSE and are subject to the Listings Requirements.

6.10 Notwithstanding the provisions of clauses 6.6 and 6.9 of this Memorandum, any issue of Shares, Securities convertible into Shares, or rights exercisable for Shares in a transaction, or a series of integrated transactions shall, in accordance with the provisions of section 41(3) of the Act, require the approval of the Shareholders by special resolution if the voting power of the class of Shares that are issued or are issuable as a result of the transaction or series of integrated transactions will be equal to or exceed 30% (thirty percent) of the voting power of all the Shares of that class held by Shareholders immediately before that transaction or series of integrated transactions.

6.11 Except to the extent that any such right is specifically included as one of the rights, preferences or other terms upon which any class of Share is issued or as may otherwise be provided in this Memorandum of Incorporation in accordance with the JSE Listings Requirements, no Shareholder shall have any pre-emptive or other similar preferential right to be offered or to subscribe for any additional Shares issued by the Company.

22 VOTES OF SHAREHOLDERS 22.1 Subject to any special rights or restrictions as to voting attached to any Shares by or in

accordance with this Memorandum of Incorporation and the JSE Listings Requirements, at a Shareholders’ meeting of the Company – 22.1.1 every person present and entitled to exercise voting rights shall be entitled to 1 (one)

vote on a show of hands, irrespective of the number of voting rights that person would otherwise be entitled to exercise;

22.1.2 on a poll any person who is present at the meeting, whether as a Shareholder or as proxy for a Shareholder, has the number of votes determined in accordance with the voting rights associated with the Securities held by that Shareholder; and

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22.1.3 the holders of Securities other than ordinary Shares, such as preference shares, but specifically excluding any special shares created for the purposes of black economic empowerment in terms of the BEE Act and BEE Codes in compliance with the JSE Listings Requirements (“BEE Shares”), shall not be entitled to vote on any resolution at a meeting of Shareholders, except in accordance with paragraph 22.1.3.1 below. In instances where preference shares and BEE Shares have been issued and, such shareholders are permitted to vote at general/annual meetings, provided that their votes may not carry any special rights or privileges and they shall be entitled to one vote for each share they hold, provided that their total voting right at such a general/annual general meeting may not exceed 24.99% of the total voting rights of all shareholders at such meeting. [S10.5(c)][S10.5(h)]

22.1.4 the holders of such preference shares shall have the right to vote at any general/annual general meeting of the Company – 22.1.4.1 during any special period, as provided for in 22.1.4.3 below, during which

any dividend, any part of any dividend on such preference shares or any redemption payment thereon remains in arrears and unpaid; and/or[S10.5(h)(i)]

22.1.4.2 in regard to any resolution proposed for the winding-up of the Company or the reduction of its capital;[S10.5(h)(ii)]

22.1.4.3 the period referred to in paragraph 22.1.4.1 above shall be the period commencing on a day not being more than six months after the due date of the dividend or redemption payment in question or, where no due date is specified, after the end of the financial year of the Company in respect of which such dividend accrued or such redemption payment became due. [S10.5(h)(iii)]

22.1.4.4 if there are listed cumulative and/or listed non-cumulative preference shares in the capital of the Company, no further securities ranking in priority to, or pari passu with, existing preference shares, of any class, shall be created without a special resolution passed at a separate general meeting of such preference shareholders.[ S10.5(f)]

22.1.5 Voting shall be conducted by means of a polled vote in respect of any matter to be voted on at a meeting of Shareholders if a demand is made for such a vote by –

22.1.6 at least 3 (three) persons having the right to vote on that matter, either as Shareholders or as proxies representing Shareholders; or

22.1.7 a Shareholder who is, or Shareholders who together are, entitled, as Shareholders or proxies representing Shareholders, to exercise at least 10% (ten percent) of the voting rights entitled to be voted on that matter; or

22.1.8 the chairperson of the meeting. 22.2 At any meeting of the Company a resolution put to the vote of the meeting shall be decided

on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded in accordance with the provisions of clause 22.2 of this Memorandum and unless a poll is so demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or defeated, and an entry to that effect in the book containing the minutes of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn.

22.3 If a poll is duly demanded, it shall be taken in such manner as the chairperson directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. In computing the majority on the poll, regard shall be had to the number of votes to which each Shareholder is entitled.

22.4 In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting at which the show of hands takes place, or at which the poll is demanded, shall not be entitled to a second or casting vote.

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22.5 A poll demanded on the election of a chairperson (as contemplated in clause 20.5.2) or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairperson of the meeting directs. The demand for a poll shall not prevent the continuation of a meeting for the transaction of any business other than the question upon which the poll has been demanded.

22.6 A person who is entitled to more than 1 (one) vote, does not have to exercise all his or her votes and does not have to exercise all his or her votes in the same manner.

22.7 Where there are joint registered holders of any Share, any 1 (one) of such persons may exercise all of the voting rights attached to that Share at any meeting, either personally or by proxy, as if he or she were solely entitled thereto. If more than 1 (one) of such joint holders is present at any meeting, personally or by proxy, the person so present whose name stands first in the Securities Register in respect of such Share shall alone be entitled to vote in respect thereof.[S10.5(b)]

22.8 The board of any company or the controlling body of any other entity or person that holds any Securities of the Company may authorise any person to act as its representative at any meeting of Shareholders of the Company, in which event the following provisions will apply – 22.8.1 the person so authorised may exercise the same powers of the authorising

company, entity or person as it could have exercised if it were an individual holder of Shares; and

22.8.2 the authorising company, entity or person shall lodge a resolution of the Directors of such company or controlling body of such other entity or person confirming the granting of such authority, and certified under the hand of the chairperson or secretary thereof, with the Company before the commencement of any Shareholders' meeting at which such person intends to exercise any rights of such Shareholder, unless excused from doing so by the chairperson of such meeting.

26 COMPOSITION AND POWERS OF THE BOARD OF DIRECTORS 26.1 Number of Directors

26.1.1 In addition to the minimum number of Directors, if any, that the Company must have to satisfy any requirement in terms of the Act to appoint an audit committee and a social and ethics committee,the Board must comprise at least 4 (four) Directors and the Shareholders shall be entitled, by ordinary resolution, to determine such maximum number of Directors as they from time to time shall consider appropriate.

26.1.2 All Directors appointed to fill a casual vacancy or if proposed directly by Shareholders shall be elected by an ordinary resolution passed by Shareholders at a general or annual general meeting of the Company or in accordance with a resolution passed in terms of section 60 of the Companies Act, in line with the provisions of the JSE Listings Requirements from time to time.

26.2 Appointment and nomination of Directors 26.2.1 In any election of Directors –

26.2.1.1 the election is to be conducted as a series of votes, each of which is on the candidacy of a single individual to fill a single vacancy, with the series of votes continuing until all vacancies on the Board have been filled; and

26.2.1.2 in each vote to fill a vacancy – 26.2.1.2.1 each vote entitled to be exercised may be exercised once;

and 26.2.1.2.2 the vacancy is filled only if a majority of the votes exercised

support the candidate. 26.2.2 Subject to the provisions of clauses 26.4.1.1 and29, the Company shall only have

elected Directors and there shall be no ex offıcio Directors appointed or any person named in this Memorandum of Incorporation able to nominate any person for appointment as a Director. The appointment of all Directors shall be subject to shareholder approval at any general or annual general meeting, provided the meeting is not conducted in terms of Section 60 of the Act, unless permitted by the JSE Listings Requirements as amended from time to time. The elected Directors may appoint alternate Directors in accordance with the Act

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26.3 Eligibility, resignation and retirement of Directors 26.3.1 Apart from satisfying the qualification and eligibility requirements set out in section 69

of the Act, a person need not satisfy any eligibility requirements or qualifications to become or remain a Director or a Prescribed Officer of the Company.

26.3.2 No Director shall be appointed for life or for an indefinite period and the Directors shall rotate in accordance with the following provisions of this clause 26.3.2:- 26.3.2.1 at each annual general meeting referred to in clause 20.2, 1/3 (one third)

of the Non-Executive Directors for the time being, or if their number is not 3 (three) or a multiple of 3 (three), the number nearest to 1/3 (one third), but not less than 1/3 (one third), shall retire from office, provided that if a Director is appointed as an Executive Director or as an employee of the Company in any other capacity, he or she shall not, while he or she continues to hold that position or office, be subject to retirement by rotation and he or she shall not, in such case, be taken into account in determining the rotation or retirement of Directors provided the meeting is not conducted in terms of section 60 of the Act, unless permitted by the JSE Listings Requirements as amended from time to time;

26.3.2.2 the Directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who were elected as Directors on the same day, those to retire shall, unless they otherwise agree among themselves, be determined by lot;

26.3.2.3 a retiring Director shall be eligible for re-election; 26.3.2.4 The Board shall provide the Shareholders with a recommendation in the

notice of the meeting at which the re-election of a retiring Director is proposed, as to which retiring Directors are eligible for re-election, taking into account that Director's past performance and contribution.

26.4 Powers of the Directors 26.4.1 The Board has the power to –

26.4.1.1 appoint or co-opt any person as Director, whether to fill any vacancy on the Board on a temporary basis, as set out in section 68(3) of the Act, or as an additional Director provided that such appointment must be confirmed by the Shareholders, in accordance with clause 26.1.1, at the next annual general meeting of the Company, as required in terms of section 70(3)(b)(i) of the Act; and

26.4.1.2 exercise all of the powers and perform any of the functions of the Company, as set out in section 66(1) of the Act,

and the powers of the Board in this regard are only limited and restricted as contemplated in this clause 26 26.4.2 The Directors may at any time and from time to time by power of attorney appoint

any person or persons to be the attorney or attorneys and agent(s) of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors in terms of this Memorandum of Incorporation) and for such period and subject to such conditions as the Directors may from time to time think fit. Any such appointment may, if the Directors think fit, be made in favour of any company, the shareholders, Directors, nominees or managers of any company or firm, or otherwise in favour of any fluctuating body of persons, whether nominated directly or indirectly by the Directors. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorneys and agents as the Directors think fit. Any such attorneys or agents as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in them.

26.4.3 Save as otherwise expressly provided herein, all cheques, promissory notes, bills of exchange and other negotiable or transferable instruments, and all documents to be executed by the Company, shall be signed, drawn, accepted, endorsed or executed, as the case may be, in such manner as the Directors shall from time to time determine.

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26.4.4 All acts performed by the Directors or by a committee of Directors or by any person acting as a Director or a member of a committee shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of the Directors or persons acting as aforesaid, or that any of them were disqualified from or had vacated office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of such committee.

26.4.5 If the number of Directors falls below the minimum number fixed in accordance with this Memorandum of Incorporation, the remaining Directors must as soon as possible and in any event not later than 3 (three) months from the date that the number falls below such minimum, fill the vacancy/ies in accordance with this clause 26.4.1.1 or convene a general meeting for the purpose of filling the vacancies, and the failure by the Company to have the minimum number of Directors during the said 3 (three) month period does not limit or negate the authority of the Board or invalidate anything done by the Board while their number is below the minimum number fixed in accordance with this Memorandum of Incorporation.

26.4.6 The Directors in office may act notwithstanding any vacancy in their body, but if after the expiry of the 3 (three) month period contemplated in clause 26.4.4 their number remains below the minimum number fixed in accordance with this Memorandum of Incorporation, they may, for as long as their number is reduced below such minimum, act only for the purpose of filling vacancies in their body in terms of section 68(3) of the Act or of summoning general meetings of the Company, but not for any other purpose.

26.5 Directors' interests

26.5.1 A Director may hold any other office or place of profit under the Company (except that of auditor) or any subsidiary of the Company in conjunction with the office of Director, for such period and on such terms as to remuneration; appointment; and expenses (in addition to the remuneration or fees to which he may be entitled as a Director) and otherwise as a disinterested quorum of the Directors may determine.

26.5.2 A Director of the Company may be or become a Director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, provided that the appointment and remuneration and expenses in respect of such other office must be determined by a disinterested quorum of Directors.

26.5.3 Each Director and each alternate Director, Prescribed Officer and member of any committee of the Board (whether or not such latter persons are also members of the Board) shall, subject to the exemptions contained in section 75(2) and the qualifications contained in section 75(3), comply with all of the provisions of section 75 of the Act in the event that they (or any person who is a related person to them) has a personal financial interest in any matter to be considered by the Board.

26.5.4 The Directors shall not, for as long as the Securities of the Company is listed on the JSE, have the power to propose any resolution to Shareholders to ratify an act of the Directors that is inconsistent with any limit imposed by the Act or this Memorandum of Incorporation on the authority of the Directors to perform such an act on behalf of the Company in the event that such a resolution would lead to ratification of an act that is contrary to the JSE Listings Requirements, unless the Directors have obtained the prior approval of the JSE to propose such a resolution to Shareholders.

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27 DIRECTORS' MEETINGS 27.1 Save as may be provided otherwise herein, the Directors may meet together for the

despatch of business, adjourn and otherwise regulate their meetings as they think fit. 27.2 The Directors may elect a chairperson and a deputy chairperson and determine the period

for which each is to hold office. The chairperson, or in his absence the deputy chairperson, shall be entitled to preside over all meetings of Directors. If no chairperson or deputy chairperson is elected, or if at any meeting neither is present or willing to act as chairperson there of within 10 (ten) minutes of the time appointed for holding the meeting, the Directors present shall choose 1 (one) of their number to be chairperson of such meeting.

27.3 In addition to the provisions of section 73(1) of the Act, any Director shall at any time be entitled to call a meeting of the Directors.

27.4 The Board has the power – 27.4.1 as contemplated in section 74 of the Act, to consider any matter and/or adopt any

resolution other than at a meeting and, accordingly, any decision that could be voted on at a meeting of the Board may instead be adopted by the written consent of a majority of the Directors, given in person or by Electronic Communication, provided that each Director has received notice of the matter to be decided. Furthermore, any such resolution, inserted in the minute book, shall be as valid and effective as if it had been passed at a meeting of Directors. Any such resolution may consist of several documents and shall be deemed to have been passed on the date on which it was signed by the last Director who signed it (unless a statement to the contrary is made in that resolution)

27.4.2 to conduct a meeting entirely by Electronic Communication, or to provide for participation in a meeting by Electronic Communication, as set out in section 73(3) of the Act, provided that, as required by such section, the Electronic Communication facility employed ordinarily enables all persons participating in the meeting to communicate concurrently with each other without an intermediary and to participate reasonably effectively in the meeting;

27.4.3 to determine the manner and form of providing notice of its meetings contemplated in section 73(4) of the Act, provided that – 27.4.3.1 The notice period for the convening of any meeting of the Board and the

means of giving the notice will be determined by the Board, provided that any such prior determination may be varied, depending on the circumstances and reasons for the Directors’ meeting in question.

27.4.3.2 No meeting of the Board may be convened without notice to all of the Directors subject to clause 30.5.

27.4.3.3 If all of the Directors acknowledge actual receipt of the notice, are present at a meeting or waive notice of the meeting, the meeting may proceed even if the Company failed to give the required notice of that meeting or if there was a defect in the giving of the notice.

and the powers of the Board in respect of the above matters are not limited or restricted by this Memorandum of Incorporation.

27.5 The quorum requirement for a Directors' meeting (including an adjourned meeting) to begin, the voting rights at such a meeting, and the requirements for approval of a resolution at such a meeting are as set out in section 73(5) of the Act and accordingly – 27.5.1 if all of the Directors of the Company –

27.5.1.1 acknowledge actual receipt of the notice convening a meeting; or 27.5.1.2 are present at a meeting; or 27.5.1.3 waive notice of a meeting, the meeting may proceed even if the Company failed to give the required notice of that meeting or there was a defect in the giving of the notice;

27.5.2 a majority of the Directors must be present at a meeting before a vote may be called at any meeting of the Directors;

27.5.3 each Director has 1 (one) vote on a matter before the Board; 27.5.4 a majority of the votes cast in favour of a resolution is sufficient to approve that

resolution;

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27.5.5 in the case of a tied vote – 27.5.5.1 the chairperson may not cast a deciding vote in addition to any

deliberative vote; and 27.5.5.2 the matter being voted on fails.

27.6 Resolutions adopted by the Board – 27.6.1 must be dated and sequentially numbered; and 27.6.2 are effective as of the date of the resolution, unless any resolution states otherwise.

27.7 The Company must keep minutes of the meetings of the Board, and any of its committees, and include in the minutes any declaration given by notice or made by a Director as required by section 75 of the Act and every resolution adopted by the Board. Any minutes of a meeting, or a resolution, signed by the chairperson of the meeting, or by the chairperson of the next meeting of the Board or by the Company secretary, are evidence of the proceedings of that meeting, or the adoption of that resolution, as the case may be.

28 DIRECTORS' COMPENSATION AND FINANCIAL ASSISTANCE 28.1 The Company may pay fees to the Directors for their services as Directors in accordance with

a special resolution approved by the Shareholders within the previous 2 (two) years, as set out in section 66(8) and (9) of the Act, and the power of the Company in this regard is not limited or restricted by this Memorandum of Incorporation.

28.2 Any Director who - 28.2.1 serves on any executive or other committee; or 28.2.2 devotes special attention to the business of the Company; or 28.2.3 goes or resides outside South Africa for the purpose of the Company; or 28.2.4 otherwise performs or binds himself to perform services which, in the opinion of the

Directors, are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration or allowances in addition to or in substitution of the remuneration to which he may be entitled as a Director, as a disinterested quorum of the Directors may from time to time determine.

28.3 The Directors may also be paid all their travelling and other expenses necessarily incurred by them in connection with - 28.3.1 the business of the Company; and 28.3.2 attending meetings of the Directors or of committees of the Directors of the

Company. 28.3.3 Performing extra services that may require the said director to reside abroad or to be

specifically occupied about the Company’s business. 28.3.4 Such a director may be entitled to receive such remuneration as is determined by a

disinterested quorum of Directors, which may be either in addition to or in substitution for any other remuneration payable.

28.4 The Board may, as contemplated in and subject to the requirements of section 45 of the Act, authorise the Company to provide financial assistance to a Director, Prescribed Officer or other person referred to in section 45(2), and the power of the Board in this regard is not limited or restricted by this Memorandum of Incorporation.

29 EXECUTIVE DIRECTORS 29.1 The Directors may from time to time appoint 1 (one) or more Executive Directors for such term

and at such remuneration as a disinterested quorum of Directors may think fit, and may revoke such appointment subject to the terms of any agreement entered into in any particular case. A Director so appointed shall not be subject to retirement in the same manner as the other Directors, but his or her appointment shall terminate if he or she ceases for any reason to be a Director. The appointment of Directors is subject to shareholder approval.

29.2 Subject to the provisions of any contract between himself or herself and the Company, an Executive Director shall be subject to the same provisions as to disqualification and removal as the other Directors of the Company.

29.3 The Directors may from time to time entrust to and confer upon an Executive Director for the time being such of the powers exercisable in terms of this Memorandum of Incorporation by

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the Directors as they may think fit, and may confer such powers for such time and to be exercised for such objects and purposes, and upon such terms and conditions, and with such restrictions, as they think expedient; and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf, and may from time to time revoke, withdraw, alter or vary all or any of such powers.

30 INDEMNIFICATION OF DIRECTORS 30.1 The Company may –

30.1.1 advance expenses to a Director or directly or indirectly indemnify a Director in respect of the defense of legal proceedings, as set out in section 78(4) of the Act;

30.1.2 indemnify a Director in respect of liability as set out in section 78(5) of the Act; and/or 30.1.3 purchase insurance to protect the Company or a Director as set out in section 78(7)

of the Act, and the power of the Company in this regard is not limited, restricted or extended by this Memorandum of Incorporation.

30.2 The provisions of clause 30.1 shall apply mutatis mutandis in respect of any Prescribed Officer or member of any committee of the Board, including the audit committee, or any former Director, former Prescribed Officer or former member of any committee of the Board.

31 BORROWING POWERS 31.1 Subject to the provisions of clause 31.2 and the other provisions of this Memorandum of

Incorporation, the Directors may from time to time - 31.1.1 borrow for the purposes of the Company such sums as they think fit; and 31.1.2 secure the payment or repayment of any such sums, or any other sum, as they think

fit, whether by the creation and issue of Securities, mortgage or charge upon all or any of the property or assets of the Company.

31.2 The Directors shall procure (but as regards subsidiaries of the Company only insofar as by the exercise of voting and other rights or powers of control exercisable by the Company they can so procure) that the aggregate principal amount at any one time outstanding in respect of moneys so borrowed or raised by – 31.2.1 the Company; and 31.2.2 all the subsidiaries for the time being of the Company (excluding moneys borrowed or

raised by any of such companies from any other of such companies but including the principal amount secured by any outstanding guarantees or surety ships given by the Company or any of its subsidiaries for the time being for the indebtedness of any other company or companies whatsoever and not already included in the aggregate amount of the moneys so borrowed or raised),

shall not exceed, to the extent applicable, the aggregate amount at that time authorised to be borrowed or secured by the Company or the subsidiaries for the time being of the Company (as the case may be).

32 COMMITTEES OF THE BOARD 32.1 The Board may –

32.1.1 appoint committees of Directors and delegate to any such committee any of the authority of the Board as contemplated in section 72(1) of the Act; and/or

32.1.2 include in any such committee persons who are not Directors, as contemplated in section 72(2)(a) of the Act,

and the power of the Board in this regard is not limited or restricted by this Memorandum of Incorporation.

32.2 The authority of a committee appointed by the Board as contemplated in section 72(2)(b) and (c) of the Act is not limited or restricted by this Memorandum of Incorporation.

32.3 The Board shall further appoint such committees as it is obliged to do in terms of the Act and, for as long as the Company's Securities are listed on the JSE, such committees as are required by the JSE Listings Requirements, having such functions and powers as are prescribed by the Act and/or the JSE Listings Requirements, as the case may be.

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ANNEXURE 14

KING CODE ON CORPORATE GOVERNANCE

The Directors of NVest endorse the King Code and recognise their responsibility to conduct the affairs of NVest with integrity and accountability in accordance with generally accepted corporate practices. This includes timely, relevant and meaningful reporting to its shareholders and other stakeholders, providing a proper and objective perspective of NVest. It should be noted that NVest was a private company previously and has therefore not been obliged to comply with the King Code. However, in anticipation of listing, certain aspects of corporate governance have been introduced within the Group and the King Code will be applied, where practical and reasonable throughout NVest and its Subsidiaries going forward in accordance with the JSE Listings Requirements for companies listed on the AltX. The Directors have, accordingly, established procedures and policies appropriate to NVest business in keeping with its commitment to best practices in corporate governance. These procedures and policies will be reviewed by the Directors from time to time. The Directors of NVest will adopt the principals of the code, being fairness, accountability, responsibility and transparency. The formal steps taken by the Directors are as follows: 1.1. Directors

The Board The board of Directors shall meet regularly and disclose the number of meetings held each year in its annual report, together with the attendance at such meetings. A formal record shall be kept of all conclusions reached by the board on matters referred to it for discussion. Should the board require independent professional advice, such advice will be sought by the board at the Company’s expense.

All Directors have access to the advice and services of Brendan Joseph Connellan, who fulfils the role of Company Secretary. The board is of the opinion that Brendan has the requisite attributes, experience and qualifications to fulfil his commitments effectively. This assessment is based on the experience, qualifications, competency of the Company secretary. The appointment or dismissal of the Company Secretary shall be decided by the Board as a whole and not one individual director. Directors are expected to maintain their independence when deciding on matters relating to strategy, performance, resources and standards of conduct. On first appointment, all directors will be expected to undergo appropriate training as to the Company’s business, strategic plans and objectives, and other relevant laws and regulations. This will be performed on an on-going basis to ensure that Directors remain abreast of changes in regulations and the commercial environment.

The board is responsible for relations with stakeholders, as well as being accountable to them for the performance of the Company, and reporting thereon in a timely and transparent manner. In accordance with AltX Listings Requirements, the Directors are required to attend a 4 day Directors Induction Programme. Arrangements will be made for all the Directors to attend during the 2015calendar year.

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Chairman and Chief Executive Officer The offices of Chairman and Chief Executive Officer are separated with Anthony Denis Godwin appointed as Chief Executive Officer and Jonathan Goldberg as the Independent Non-Executive Chairman.

Board balance The board shall include both executive and Non-executive Directors in order to maintain a balance of power and ensure independent unbiased decisions and that no one individual has unfettered powers of decision-making. The board of Directors of NVest consists of the following directors: Executive Directors Anthony Denis Godwin (Chief Executive Officer) Frank Terence Knox (Financial Director) Robert More McIntyre (Corporate Finance Director) Gavin Robin Ramsay Andrew Vincent Kent Travis Henry McClure Philip Barry Bartlett Brendan Joseph Connellan Independent Non-Executive Directors Jonathan Goldberg (Independent Non-executive Chairman) Siviwe Relebohile Kwatsha John Philip Ross-Smith

Supply of information The board will meet on a regular basis where possible, but at a minimum of every three months. The Directors will be briefed properly in respect of special business prior to board meetings and information will be provided timeously to enable them to give full consideration to all the issues being dealt with.

Furthermore, management shall supply the board with the relevant information needed to fulfil its duties. Directors shall make further enquiries where necessary, and thus shall have unrestricted access to all Company information, records, documents and property. Not only will the board look at the quantitative performance of the Company, but also at issues such as customer satisfaction, market share, environmental performance and other relevant issues. The Chairman must ensure that all Directors are briefed adequately prior to board meetings.

Delegation of duties Directors have the authority to delegate certain of their duties, either externally or internally, in order that they perform their duties fully. The Chief Executive Officer shall review these delegations and report on this to the board.

Appointments to the Board Any member of the board can nominate a new appointment to the board, which will be considered at a board meeting. The nominated Director’s expertise and experience will be considered by the board as a whole in a formal and transparent manner, as well as any needs of the board in considering such appointment. In accordance with the AltX Listings Requirements a nomination committee is not required and the size of the Company does not warrant the establishment of a nomination committee. A general meeting of the Directors shall have the power from time to time to appoint anyone as a director, either to fill a vacancy, or as an additional director. The Company’s MOI does not provide for a maximum number of directors, but does provide for shareholders, by way of ordinary resolution, to determine a maximum number of directors from time to time as they deem appropriate.

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Any interim appointments will be subject to approval at the Company’s next general or annual general meeting.

1.2. Directors’ remuneration

Remuneration policy The remuneration policy in place is to remunerate Executive Directors primarily on an incentive basis through bonuses, commission, profit share arrangements and/or share incentives based on performance, details of which are set out in this Prospectus. Where monthly remuneration is paid, this is market related. NVest (in the form of the original company, NFB, with other subsidiaries being added over the years) has been in business for 30 years in 2015 and is very well established in East London, where the bulk of the business operates from and earns its income. This requires a remuneration strategy that is attractive, within reason, to attract individuals with the required skills to make this Group a success. This policy will define general guidelines for the Company’s incentive pay to the Board of Directors and Executive Management, which policy must be submitted for a non-binding advisory vote at the Annual General Meeting of the Company.

Executive Directors’ remuneration currently comprise of one or more of the following elements: Basic salary Additional fees Benefits Bonuses/Commission Share incentives Other benefits Basic Salary is subject to annual reviews by the Board and dependant on Company performance. Benefits will comprise of participation in the companies bonus scheme as well as other fringe benefits, allowances, risk benefits and retirement benefits. Bonuses will be a discretionary payment and paid annually each year based on performance and incentive arrangements in place from time to time. Commission Commissions payable to Executive Directors as a result of their sales functions are in line with their agreed remuneration and are calculated according to set formulas. Share Incentives will be awarded in terms of the Share Incentive Scheme. Other benefits will be granted at the discretion of the board. These will include fringe benefits payable to Directors. Non-executive Directors’ remuneration currently comprise of the following elements: Directors’ fees will be payable in the form of a retainer for attendance at various board and committee meetings and work associated therewith; and

Additional fees will be payable for additional time spent on the behalf of the Company at market related rates. Non-executive remuneration is approved by shareholders in general meeting.

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Service contracts and compensation

NVest has entered into normal service contracts with all of its Executive Directors. All Non-executive Directors are subject to retirement by rotation and re-election by NVest shareholders at least once every three years in accordance with the MOI.

A remuneration committee has been established ahead of the listing and comprises of the following independent Non-executive Directors: Jonathan Goldberg Siviwe Relebohile Kwatsha John Philip Ross-Smith

1.3. Accountability and audit

Incorporation The Company is duly incorporated in South Africa and operates in conformity with its MOI and all laws of South Africa. Financial reporting The board is responsible for the Group’s systems of internal financial and operational control, as well as for maintaining an appropriate relationship with the Company’s auditors. The board is responsible for presenting a balanced and understandable assessment of the Company’s financial position with respect to all financial and price sensitive reports on the Company.

Internal control The Directors shall conduct an annual review of the Company’s internal controls, and report their findings to shareholders. This review will cover financial, operational and compliance controls, as well as a review of the risk management policies and procedures of the Company. Audit and risk committee A combined Audit and Risk Committee has been established, whose primary objective is to provide the Board with additional assurance regarding the efficacy and reliability of the financial information used by the Directors, to assist them in discharging their duties. The committee is required to provide comfort to the board that adequate and appropriate financial and operating controls are in place, that significant business, financial and other risks have been identified and are being suitably managed, that the financial director has the appropriate expertise and experience and that satisfactory standards of governance, reporting and compliance are in operation. The committee will set the principles for recommending the use of the external auditors for non-audit services. The following independent Non-executive Directors have been appointed to the combined NVest Audit and Risk Committee: Siviwe Relebohile Kwatsha (chairman) Jonathan Goldberg John Philip Ross-Smith The audit committee will meet a minimum of two times per annum to consider interim and year end results. However, it is expected to meet at least three times per annum.

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External auditors The auditors of the Group are Grant Thornton and they have performed an independent and objective audit of the Group’s financial statements. The statements are prepared in terms of the International Financial Reporting Standards (“IFRS”). Interim reports are not audited.

1.4. Code of ethics

NVest subscribes to the highest ethical standards and behaviour in the conduct of its business and related activities. Social, Ethics and Transformation Committee In compliance with the Act, the following persons have been appointed to the Social, Ethics and Transformation Committee: Siviwe Relebohile Kwatsha (Chairperson) Brendan Joseph Connellan (Member) Travis Henry McClure (Member)

1.5. Relations with shareholders

It is the plan of NVest to meet with its shareholders and investment analysts, and to provide presentations on the Company and its performance.

The board shall ensure that shareholders are supplied with all the necessary information in order that they may make considered use of their votes, and assess the corporate governance of the Company.

1.6. Dealing in securities

The board has established procedures regarding the legislation which regulates insider trading, whereby there is a closed period from the date of the financial year end to the earliest publication of the preliminary report, the abridged report or the provisional report in the case of results for a full period and from the date of the interim period end to the date of the publication of the first and second interim results as the case may be, which periods are known as closed periods. In accordance with the JSE Listings Requirements, no director or the Company Secretary or their associates shall deal in the securities of the Company during a closed or prohibited period as well as whilst the Company is trading under a cautionary. All Directors and the Company Secretary shall obtain clearance to deal from the Chairman of the Company prior to dealing, and the Company Secretary shall keep a register of such clearances in terms of the JSE Listings Requirements. The Company Secretary or such person as may be nominated by him from time to time shall keep a record of all dealings by Directors in the securities of the Company.

1.7. Company Secretary

The Company has appointed Brendan Joseph Connellan to act as the Company Secretary. The board of Directors has considered and satisfied itself on the competence, qualifications and experience of the Company Secretary. The Directors will assess the on-going competency of the Company Secretary on an annual basis and in compliance with section 3.84(i) of the JSE Listing Requirements. Moreover, the Board confirm that there is an arm’s length relationship between itself and the Company Secretary and this position will be assessed on an annual basis.

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All Directors have access to the advice and services of the Company Secretary, Brendan Connellan, who has performed this role for the Group for a number of years. The Board is of the opinion that the Company Secretary has the requisite attributes, experience and qualifications to fulfil his commitments effectively. The Board has considered the fact that the Company Secretary is also an Executive Director of the Company and is of the opinion that as a newly listed company on AltX, the role of the company secretary does not require an additional person. This is also taking into account that Brendan Connellan has been heading up the Company’s compliance management since its inception as well that of subsidiary companies for a number of years and is exceptionally well-versed about the Company’s compliance needs with different regulatory bodies. Over the years, he has successfully advised the Board and staff on requisite compliance matters and ensured that the Company is fully compliant in this regard. The Board will however review this in due course, and should a need to recruit a separate person to fulfil the role of a Company Secretary arise, it shall so be satisfied. Furthermore, Arbor Capital Company Secretarial Proprietary Limited, which company provides outsource company secretarial services to listed companies, has undertaken to assist the Company Secretary on an arm-length basis in its first year of listing to provide guidance and assistance where required. With regard to the role as gatekeeper of good corporate governance, the Board has considered the fact that Brendan Connellan has obtained a Certificate in Compliance Management (University Cape Town) in addition to obtaining a Bachelor of Commerce Degree (Rhodes University), a post graduate Diploma In Financial Planning (University of Free State) and an International Capital Markets Qualification (South African Institute of Financial Markets – Registered Person’s Exams). He also completed the JSE Compliance Officer’s Examination (South African Institute of Financial Markets). Accordingly, the Board is of the opinion that he will adequately and effectively carry out the role of Company Secretary in addition to being an Executive Director. It will be the responsibility and obligation of the Board to continually ensure that there exists an arms-length relationship between itself and the Company Secretary; to monitor that this dual role is not conflicted and also that it does not any way compromise the Company’s need to ensure effective corporate governance.

1.8. Financial Director The financial director, Frank Terence Knox, is the full time Executive Director. The audit committee has confirmed his experience and expertise at an audit committee meeting and has issued a confirmation thereof to the JSE. Frank Terence Knox will assume the formal responsibilities required of him in terms of JSE Listings Requirements and the Companies Act.

1.9. King III Checklist

A company listed on the AltX is only required to apply or explain its compliance in line with Chapter 2 of King III. However, as a well-established group, the Company has elected to assess its compliance with the 75 principles of King III as set out below. Principles contained in King III not complied with and the reasons for non-compliance The board endorses the principles contained in the King III Report on Corporate Governance and confirms its commitment to those principles where, in the view of the board, they apply to the business. Compliance is monitored regularly and the board has undertaken an internal review process in determining compliance. Where areas of non-compliance or partial compliance have been identified these have been listed below, together with the reasons therefore, as is required by King III. It should be noted that compliance with King III was not a requirement of a private company and thus many of the principles are only now being introduced.

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King III

Ref King III Principle Comply/

Partially Comply/ Do Not comply

Commentary

CHAPTER 1 - ETHICAL LEADERSHIP AND CORPORATE CITIZENSHIP Principle 1.1

The Board of Directors of the Company (the Board) provides effective leadership based on an ethical foundation.

Comply The board is considered the guardian of the values and ethics of the group and will establish a board charter at its first board meeting after the listing of the Company.

Principle 1.2

The Board ensures that the Company is and is seen to be a responsible corporate citizen.

Comply The social, ethics and transformation committee has been established and will report to the board and shareholders and will reflect NVest’s commitment to responsible corporate citizenship.

Principle 1.3

The Board ensures that the Company’s ethics are managed effectively.

Comply The Board is responsible for ensuring that the Company protects, enhances and contributes to the wellbeing of the economy, society and natural environment.

CHAPTER 2 - BOARDS AND DIRECTORS Principle 2.1

The Board acts as the focal point for and custodian of corporate governance.

Comply The Board will ensure that the Company applies the governance principles contained in King III and continues to further entrench and strengthen recommended practices through the Group’s governance structures, systems, processes and procedures.

Principle 2.2

The Board appreciates that strategy, risk, performance and sustainability are inseparable.

Comply The Board, as a whole and through its Committees, will approve and monitor the implementation of the strategy and business plan of the Company, will set objectives, review key risks and will evaluate performance against the background of economic, environmental and social issues relevant to the Company and global economic conditions.

Principle 2.3

The Board provides effective leadership based on an ethical foundation.

Comply The board is considered the guardian of the values and ethics of the group and will establish a board charter at its first board meeting after the listing of the Company.

Principle 2.4

The Board ensures that the Company is and is seen to be as a responsible corporate citizen.

Comply The social, ethics and transformation committee has been established and will report to the board and shareholders and will reflect NVest’s commitment to responsible corporate citizenship.

Principle 2.5

The Board ensures that the Company’s ethics are managed effectively

Comply The Board is responsible for ensuring that the Company protects, enhances and contributes to the wellbeing of the economy, society and natural environment.

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King III Ref

King III Principle Comply/ Partially Comply/ Do Not comply

Commentary

Principle 2.6

The Board has ensured that the Company has an effective and independent audit committee.

Comply The Board has recently appointed an Audit and Risk Committee ahead of its listing and it is in the process of establishing Charters and Audit and Risk Committee Terms of Reference. The board considers that it has an effective and independent Audit and Risk Committee. The effectiveness of the Committee will be evaluated annually by the Directors. The group has an audit committee comprising three independent Non-executive Directors and is thus considered independent.

Principle 2.7

The Board is responsible for the governance of risk.

Comply The Board is responsible for the governance of risk and the Audit and Risk Committee will assist the Board with this responsibility.

Principle 2.8

The Board is responsible for information technology (IT) governance.

Partially comply

This was not done historically as a private company. An IT Governance Framework, including processes, procedures and structures, has not been adopted by the Board. This will be considered in due course.

Principle 2.9

The Board ensures that the Company complies with applicable laws and considers adherence to non-binding rules, codes and standards.

Comply The Audit and Risk committee, together with the Social, Ethics and Transformation Committee and Company Secretary, will review the adequacy and effectiveness of the Group’s procedures on an on-going basis to ensure compliance with legal and regulatory responsibilities.

Principle 2.10

The Board should ensure that there is an effective risk-based internal audit.

Do not comply

This was not done historically as a private company. The Company currently does not have an internal audit function as it is not deemed necessary by the Audit and Risk Committee due to the size of the Company. The need for this function will be reviewed by the Audit and Risk Committee at every meeting.

Principle 2.11

The Board should appreciate that stakeholder perceptions affect a Company’s reputation.

Comply The Company engages with its stakeholders on multiple levels and this allows the Company to manage issues effectively and timeously and reduces the likelihood of reputational risks.

Principle 2.12

The Board should ensure the integrity of the Company’s integrated report.

Partially Comply

The board will be responsible for the integrity of the integrated report. This was not previously a requirement as a private company

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King III Ref

King III Principle Comply/ Partially Comply/ Do Not comply

Commentary

Principle 2.13

The Board reports on the effectiveness of the Company’s internal controls.

Partially Comply

This was not done historically as a private company. The Company currently does not have an internal audit function as it is not deemed necessary by the Audit and Risk Committee due to the size of the Company. The need for this function will be reviewed by the Audit and Risk Committee at every meeting.

Principle 2.14

The Board and its Directors should act in the best interests of the Company.

Comply Directors are mindful of their fiduciary duties and their duty to act in accordance with applicable legislation. Records of Directors’ financial interests are kept and updated on an on-going basis. The Board as a whole acts as a steward of the Company and each Director acts with independence of mind in the best interests of the Company and its stakeholders. In its deliberations, decisions and actions, the Board is sensitive to the legitimate interests and expectations of the Company’s stakeholders.

Principle 2.15

The Board will consider business rescue proceedings or other turnaround mechanisms as soon as the company may be financially distressed as defined in the Companies Act, 71 of 2008.

Comply The Board is aware of the requirements of the Companies Act regarding business rescue. The Company will establish a risk management process that will evaluate controllable and non-controllable risks continuously, as well as threats and opportunities to ensure that the Company is operating optimally and is not in distress. In connection with the issuance of the Interim and Provisional Results management has been requested to table a solvency and liquidity memorandum, the content of which will be considered and confirmed by the Board on a regular basis.

Principle 2.16

The Board has elected a chairman of the board who is an independent non-Executive Director. The CEO of the company does not also fulfil the role of chairman of the Board.

Do not comply

The Chairman of NVest is an Independent Non- Executive Director. The roles of the Chairman and Chief Executive Officer are separated and clearly defined.

156

King III Ref

King III Principle Comply/ Partially Comply/ Do Not comply

Commentary

Principle 2.17

The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority.

Partially comply

While retaining overall accountability and subject to matters reserved to itself, the Board has delegated authority to the Chief Executive Officer and other Executive Directors and Prescribed Officers as part of the Executive Committee (“ExCo”) to run the day-to-day affairs of the Company. An approval framework is yet to be agreed. Mr Anthony Denis Godwin is appointed as CEO. A delegation of authority document is to be prepared and will be reviewed and approved by the audit committee in due course.

Principle 2.18

The Board comprises a balance of power, with a majority of Non-executive Directors. The majority of Non-executive Directors are independent.

Do not Comply

The board has a majority of Executive Directors. There are eight Executive Directors and three independent Non-executive Directors. The Company comes from a position of having been a private company for many years and having a board of eight Executive Directors and three Non-executive Directors, with all eight of the Executive Directors representing shareholders. This is a difficult and sensitive position to reverse and has been done as sensitively and appropriately as possible; but at this stage it would be appropriate to retain several of the executives as they have experienced and skill that senior management and the Company requires, thus resulting in a slight majority of executives. Having an equal representation would result in additional cost and the appointment of Non-executive Directors simply for compliance purposes rather than practical and appropriate ones.

Principle 2.19

Directors are appointed through a formal process.

Comply To ensure a transparent process, any new appointment of a Director is considered by the Board as a whole. The selection process involves considering the existing balance of skills and experience on the Board and a continual process of assessing the needs of the Company. Directors are appointed in terms of the Company’s MOI and these interim appointments are confirmed at the next Annual General Meeting.

157

King III Ref

King III Principle Comply/ Partially Comply/ Do Not comply

Commentary

Principle 2.20

The induction of and on-going training, as well as the development of Directors is conducted through a formal process.

Comply New appointees to the board are familiarised with the Company appropriately through an induction programme and on-going training will be provided if deemed necessary by the board and/or Company Secretary. Attendance at the Directors Induction Program in accordance with the AltX Listings Requirements will be ensured.

Principle 2.21

The Board is assisted by a competent, suitably qualified and experienced Company Secretary.

Comply The Company Secretary is appointed by the Board in accordance with the Companies Act and the JSE Listings Requirements and is evaluated annually. The Board is satisfied that the Company Secretary is independent and is properly qualified and experienced to competently carry out the duties and responsibilities of Company Secretary.

Principle 2.22

The evaluation of the Board, its committees and individual Directors is performed every year.

Do not comply

The performance of the Board as a whole and the Board Committees individually is not evaluated on an annual basis currently. This will be reconsidered in due course.

Principle 2.23

The Board delegates certain functions to well-structured committees without abdicating its own responsibilities.

Comply The board has delegated certain functions without abdicating its own responsibilities to the following committees: Audit and Risk committee; Remuneration committee; and Social, ethics and transformation

committee. Principle 2.24

A governance framework has been agreed between the Group and its Subsidiaries’ boards.

Comply The governance framework between the Company and each of its subsidiaries that is not wholly-owned is set out in shareholders’ agreements, where applicable, and related agreements. The governance of wholly-owned Subsidiaries is handled by Board and Board Committee resolutions.

Principle 2.25

The Company remunerates its Directors and executives fairly and responsibly.

Partially comply

Disinterested members of the Board will oversee the remuneration of Directors and Senior Executives and will make the determination taking into account market conditions, expert advice from remuneration specialists and in accordance with the Remuneration policy. Non-executive Directors’ fees will be submitted annually to shareholders for approval at the Annual General Meeting.

158

King III Ref

King III Principle Comply/ Partially Comply/ Do Not comply

Commentary

Principle 2.26

The Company has disclosed the remuneration of each individual director and prescribed officer

Comply The remuneration of Directors and Prescribed Officers will be included in the Directors’ report of the Integrated Annual Report.

Principle 2.27

The shareholders have approved the Company’s remuneration policy.

Comply The Company’s Remuneration Policy, approved by the Board, will be tabled for a non-binding advisory vote at each Annual General Meeting of shareholders.

CHAPTER 3 - AUDIT COMMITTEES Principle 3.1

The Board has ensured that the Company has an effective and independent audit committee.

Comply The Board has recently appointed an Audit and Risk Committee ahead of its listing and it is in the process of establishing Charters and Audit and Risk Committee Terms of Reference. The board considers that it has an effective and independent Audit and Risk Committee. The effectiveness of the Committee will be evaluated annually by the Directors. The group has an audit committee comprising three independent Non-executive Directors and is thus considered independent.

Principle 3.2

Audit committee members are suitably skilled and experienced independent Non-executive Directors.

Comply Three members of the Audit and Risk Committee are independent Non-executive Directors. The Board will consider the independence (in terms of King III), skills and experience of the Committee members annually.

Principle 3.3

The audit committee is chaired by an independent Non-executive Director.

Comply The Board has appointed a suitably qualified Independent Non-executive Director to chair the Audit and Risk Committee.

Principle 3.4

The audit committee oversees integrated reporting.

Comply The Audit and Risk Committee will have oversight over the preparation of the Integrated Annual Report including the annual financial statements and sustainability information, and will recommend the approval of the Integrated Annual Report to the Board.

Principle 3.5

The audit committee has ensured that a combined assurance model has been applied which provides a coordinated approach to all assurance activities.

Partially comply

Where necessary or relevant, the Company is committed to appointing service providers to provide independent assurance on both the financial and non-financial aspects of the business based upon their specific expertise and experience. The Audit and Risk Committee will oversee the assurance activities to ensure that they are constructed in a co-ordinated manner.

159

King III Ref

King III Principle Comply/ Partially Comply/ Do Not comply

Commentary

Principle 3.6

The audit committee is satisfied with the expertise, resources and experience of the Company’s finance function.

Comply The Audit and Risk Committee has evaluated the expertise and experience of the Financial Director and the Company’s finance function and will review this annually. The Committee will disclose its satisfaction with the expertise and experience of the Financial Director and the finance function annually in the Integrated Annual Report.

Principle 3.7

The audit committee should be responsible for overseeing the internal audit process.

Do not Comply

The Audit and Risk Committee will be responsible for overseeing the internal audit function. The requirement for internal audit will be considered on an on-going basis throughout the year and will be a standard agenda item, although at present, Due to the size and nature of the business a formal internal audit function has not yet been established.

Principle 3.8

The audit committee is an integral component of the risk management process.

Comply The Audit and Risk Committee will be responsible for overseeing risk management.

Principle 3.9

The audit committee is responsible for recommending the appointment of the external auditor and overseeing the external audit process.

Comply Annually, the Audit and Risk Committee will oversee the external audit process, approve audit fees and non-audit fees above prescribed levels, will review the independence of the external auditor including the professional suitability of the lead auditor and recommend their re-appointment to the Board and shareholders for the forthcoming financial year.

Principle 3.10

The audit committee has reported to the board and the shareholders as to how it has discharged its duties.

Comply The Audit and Risk Committee will report to the Board at each Board meeting. A report to shareholders on how the Committee discharged its duties will be included in the Report of the Audit and Risk Committee in the Integrated Annual Report, noting that this was not previously a requirement as NVest was a private company.

CHAPTER 4 - THE GOVERNANCE OF RISK Principle 4.1

The Board is responsible for the governance of risk.

Comply The Board is responsible for the governance of risk and the Audit and Risk Committee will assist the Board with this responsibility.

160

King III Ref

King III Principle Comply/ Partially Comply/ Do Not comply

Commentary

Principle 4.2

The Board has determined the levels of risk tolerance.

Do not comply

This was not done historically as a private company. The Board, through the Audit and Risk Committee, will monitor the controls and residual risk profile of the principal risks of the Group against set criteria/tolerance levels and will periodically review the levels of risk tolerance. A risk register will be established in the forthcoming year.

Principle 4.3

The risk committee and/or audit committee has assisted the Board in carrying out its risk responsibilities.

Do not comply

The Board is responsible for the governance of risk and the Audit and Risk Committee will assist the Board with this responsibility. This was not done historically as a private company.

Principle 4.4

The Board has delegated to management the responsibility to design, implement and monitor the risk management plan.

Partially comply

The board has delegated the day-to-day responsibility for risk management to management. A risk management plan has not been established as yet.

Principle 4.5

The Board has ensured that risk assessments are performed on a continual basis.

Do not comply

This was not done historically as a private company. The Audit and Risk Committee will actively monitor the group’s key risks as part of its standard agenda.

Principle 4.6

The Board has ensured that frameworks and methodologies are implemented to increase the probability of anticipating unpredictable risks.

Do not comply

This was not done historically as a private company. All risks are to be identified and steps to mitigate these will be outlined, including reasonably unpredictable risks.

Principle 4.7

The Board has ensured that management has considered and has implemented appropriate risk responses.

Do not comply

This was not done historically as a private company. The implementation of controls is monitored by management on an on-going basis. This has not been done in the past.

Principle 4.8

The Board has ensured continual risk monitoring by management.

Do not comply

This was not done historically as a private company. Responsibility for identified risks will be assigned to an appropriate member of the group’s senior management team, who will be required to report to the Board on the steps being taken to manage or mitigate such risks.

161

King III Ref

King III Principle Comply/ Partially Comply/ Do Not comply

Commentary

Principle 4.9

The Board has received assurance regarding the effectiveness of the risk management process.

Do not comply

This was not done historically as a private company. The Audit and Risk Committee will report to the Board regarding the efficacy of the risk management process.

Principle 4.10

The Board has ensured that there are processes in place which enable complete, timely, relevant, accurate and accessible risk disclosure to stakeholders.

Do not comply

This was not done historically as a private company. Risk disclosure will be made annually in the Integrated Annual Report. The Board intends to disclose the top risks faced by the Company and will confirm its satisfaction with the management of the risk management processes.

CHAPTER 5 - THE GOVERNANCE OF INFORMATION TECHNOLOGY Principle 5.1

The Board is responsible for IT governance.

Partially Comply

This was not done historically as a private company. An IT Governance Framework, including processes, procedures and structures, has not been adopted by the Board. This will be considered in due course.

Principle 5.2

IT has been aligned with the performance and sustainability objectives of the Company.

Comply The IT strategy and procedures are considered to be aligned with the performance and sustainability of the Company, bearing in mind the size and nature of the Company.

Principle 5.3

The Board has delegated to management the responsibility for the implementation of an IT governance framework.

Partially Comply

A delegated director and/or ExCo member will take responsibility for the implementation of an IT governance framework in due course. There was previously an IT governance responsible person, but no formal board delegation of authority had occurred.

Principle 5.4

The Board monitors and evaluates significant IT investments and expenditure.

Comply An IT Governance Framework is to be adopted by the Board. The Company has, to date, had IT representation at executive level and will continue to ensure such representation. The individual allocated this responsibility will report to the Board on anticipated and required IT expenditure when deemed to be of a material nature that requires Board approval and will report to the Board on IT anticipated expenditures and possible budgets.

162

King III Ref

King III Principle Comply/ Partially Comply/ Do Not comply

Commentary

Principle 5.5

IT is an integral part of the Company’s risk management plan.

Partially Comply

An IT Governance Framework is to be adopted by the Board. The Company has, to date, had IT representation at executive level and will continue to ensure such representation. The individual allocated this responsibility will report to the Board on anticipated and required IT expenditure when deemed to be of a material nature that requires Board approval and will report to the Board on IT anticipated expenditures and possible budgets.

Principle 5.6

The Board ensured that information assets are managed effectively.

Comply An IT Governance Framework is to be adopted by the Board. The Company has, to date, had IT representation at executive level and will continue to ensure such representation. The individual allocated this responsibility will report to the Board on anticipated and required IT expenditure when deemed to be of a material nature that requires Board approval and will report to the Board on IT anticipated expenditures and possible budgets.

Principle 5.7

A risk committee and audit committee assists the Board in carrying out its IT responsibilities.

Partially Comply

The Audit and Risk Committee will assist the Board with this function.

CHAPTER 6 - COMPLIANCE WITH LAWS, CODES, RULES AND STANDARDS Principle 6.1

The Board ensures that the Company complies with applicable laws and considers adherence to non-binding rules, codes and standards.

Comply The Audit and Risk committee, together with the Social, Ethics and Transformation Committee and Company Secretary, will review the adequacy and effectiveness of the Group’s procedures on an on-going basis to ensure compliance with legal and regulatory responsibilities.

Principle 6.2

The Board and each individual director have a working understanding of the effect of applicable laws, rules, codes and standards on the Company and its business.

Comply The Directors and the Board understand the appropriate applicable laws, rules, codes of standards required by the Company and its business. This will be reinforced by the Director Induction Programme that all Directors will need to partake in.

Principle 6.3

Compliance risk should form an integral part of the Company’s risk management process.

Partially comply

Compliance risk will be considered by the Audit and Risk Committee and the Social, Ethics and Transformation Committee going forward.

163

King III Ref

King III Principle Comply/ Partially Comply/ Do Not comply

Commentary

Principle 6.4

The Board should delegate to management the implementation of an effective compliance framework and related processes.

Do not comply

This was not done historically as a private company. This function will be delegated to management in due course.

CHAPTER 7 - INTERNAL AUDIT Principle 7.1

The Board should ensure that there is an effective risk based internal audit.

Do not comply

This was not done historically as a private company. The Company currently does not have an internal audit function as it is not deemed necessary by the Audit and Risk Committee due to the size of the Company. The need for this function will be reviewed by the Audit and Risk Committee at every meeting.

Principle 7.2

Internal Audit should follow a risk based approach to its plan.

Do not comply

This was not done historically as a private company. The Company currently does not have an internal audit function as it is not deemed necessary by the Audit and Risk Committee due to the size of the Company. The need for this function will be reviewed by the Audit and Risk Committee at every meeting.

Principle 7.3

Internal Audit should provide a written assessment of the effectiveness of the Company’s system of internal controls and risk management.

Do not comply

This was not done historically as a private company. The Company currently does not have an internal audit function as it is not deemed necessary by the Audit and Risk Committee due to the size of the Company. The need for this function will be reviewed by the Audit and Risk Committee at every meeting.

Principle 7.4

The audit committee should be responsible for overseeing the internal audit process.

Do not comply

This was not done historically as a private company. The Company currently does not have an internal audit function as it is not deemed necessary by the Audit and Risk Committee due to the size of the Company. The need for this function will be reviewed by the Audit and Risk Committee at every meeting.

164

King III Ref

King III Principle Comply/ Partially Comply/ Do Not comply

Commentary

Principle 7.5

Internal audit should be strategically positioned to achieve its objectives.

Do not comply

This was not done historically as a private company. The Company currently does not have an internal audit function as it is not deemed necessary by the Audit and Risk Committee due to the size of the Company. The need for this function will be reviewed by the Audit and Risk Committee at every meeting.

CHAPTER 8 - GOVERNING STAKEHOLDER RELATIONSHIPS Principle 8.1

The Board should appreciate that stakeholder’ perceptions affect a company’s reputation.

Comply The Company engages with its stakeholders on multiple levels and this allows the Company to manage issues effectively and timeously and reduces the likelihood of reputational risks.

Principle 8.2

The Board should delegate to management the authority to proactively deal with stakeholder relationships.

Comply Management is responsible for maintaining stakeholder relationships.

Principle 8.3

The Board should strive to achieve the appropriate balance between its various stakeholder groupings, in the best interests of the Company.

Comply The appropriate balance is assessed on a continuous basis.

Principle 8.4

Companies should ensure the equitable treatment of shareholders.

Comply The Company will act in accordance with the requirements of the Companies Act and the JSE Listings Requirements regarding the treatment of shareholders.

Principle 8.5

Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence.

Comply The Board is committed to a communication policy to ensure that timely, relevant, accurate and honest information is provided to all stakeholders.

Principle 8.6

The Board should ensure that disputes are resolved effectively and as expeditiously as possible.

Comply The board ensures that disputes are resolved effectively as is possible.

165

King III Ref

King III Principle Comply/ Partially Comply/ Do Not comply

Commentary

CHAPTER 9 – INTEGRATED REPORTING AND DISCLOSURE Principle 9.1

The Board should ensure the integrity of the Company’s integrated report.

Partially comply

The board will be responsible for the integrity of the integrated report. This was not previously a requirement as a private company.

Principle 9.2

Sustainability reporting and disclosure should be integrated with the Company’s financial reporting.

Do not comply

This was not done historically as a private company. The Company’s vision and mission statements, strategic objectives and value system will be integrated into all policies, procedures, decision-making and operations, with sustainability as the ultimate objective.

Principle 9.3

Sustainability reporting and disclosure should be independently assured.

Do not comply

This was not done historically as a private company. At present the Company does not obtain independent assurance. This will be considered in future.

The above table covers all 75 principles as set out in King III.

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ANNEXURE 15 ANALYSIS OF RISKS FACING SHAREHOLDERS In accordance with the requirements of CIPC, an analysis of identified risks facing shareholders, together with mitigating factors, is set out below: Risk identified Mitigation of risk

Shareholder spread not achieved

The prospectus provides for the refund of monies to investors and the Company will not list on the Alternative Exchange where shareholder spread has not been achieved. The JSE requires that the share subscriptions and monies received are audited by the Company’s auditor and signed off 48 hours before listing.

Investors will not receive shares

The share subscriptions come via the Strate system which provides for delivery against payment. Subscriptions go through this system via the Transfer Secretaries and the shares are issued in electronic format to the subscribers.

Possibility of no dividends for one year

The Company will be reinvesting profits into growth of its operations by way of acquisition, which investments are expected to increase the future prospects of the Group in the medium to long term. However, shareholders will be able to dispose of their shares in the open market and need not rely on dividend income. Nevertheless, investors have been clearly informed on the intentions surrounding the dividend policy.

Availability of documents available for inspection

Whilst these documents will be available for inspection for the period required in terms of the Act, some of the documents will remain available in the public domain on the Company’s website, such as the Prospectus, which contains extracts of all relevant information for investors to review. Going forward, the Company will comply with the various disclosure requirements of the JSE.

Management will not run the business properly

The management team are highly experienced and/or qualified and have strong depth and succession options. The management team have worked together for a number of years, have a very sound knowledge of the business and have developed an excellent track record. The CEO remains a major shareholder as disclosed in the Prospectus and has a vested interest in continuing to manage the business effectively.

Investment Market Risk NVest should remain reasonably profitable, even in severe market dips. Relationships with clients are strong and the business will ensure as a matter of course that clients receive appropriate advice and in relation to investments, are invested in mandates that are in line with their appetite for risk. Staff shareholding: Part of the rationale for listing is the ability to provide participation in the equity of the business. This will provide additional incentive to stay with the business during market downturns.

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NVest operates in a highly regulated environment and several of the subsidiaries are authorised financial services providers registered with the FSB and in addition, NVest Securities is regulated by the JSE. NVest has to ensure compliance with all of the existing and new rules published by the FSB

The Company and its subsidiaries have a strong compliance culture, with both internal individuals responsible for ensuring compliance as well as external independent compliance officers appointed to further help monitor and mitigate these risks. Furthermore, NVest Securities outsources its back-office functions to its Custody Services Provider (Sasfin Securities as at time of listing) who helps play a material role in ensuring compliance.

While the performance of client investments, in relation to subsidiaries that provide investment related services, has been solid since NVest began, there could be periods when investments underperform their respective benchmarks

Relationships with clients are very strong, as is client communication and ensuring that clients are invested in mandates that are in line with their appetite for risk. Education of clients to ensure that they understand the potential volatility that reasonably can be expected in any investment class. Ultimately performance risk is best mitigated by an experienced and diligent investment team that is constantly assessing risks and opportunities.

Financial information may be inaccurate

The financial information and interim financial information has been audited and reviewed respectively by a JSE accredited auditor and IFRS experts were consulted.

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Annexure 16 SALIENT FEATURES OF THE SHARE INCENTIVE SCHEME Below is an extract from the Company’s Share Incentive Scheme approved by the JSE and shareholders which numbering is as appears in the full Share Incentive Scheme. 2. PURPOSE

The purpose of the Scheme shall be to attract, motivate, reward and retain Participants who are able to influence the performance of the Group, on a basis which aligns their interests with those of the Company’s shareholders.

PART II - ADMINISTRATION OF THE SCHEME 3. THE SCHEME

The Scheme is hereby constituted, which Scheme shall be administered for the purpose and in the manner set out in these Rules.

4. ADMINISTRATION OF THE SCHEME 4.1 The Board is responsible for the operation and administration of the Scheme, and subject to

Applicable Laws has discretion to decide whether and on what basis the Scheme shall be operated, which may include but not be limited to the delegation of the administration of the Scheme to a Compliance Officer or any third party appointed by the Board, but excluding any Executive Director of the Company.

4.2 Subject to the provisions of the Scheme, any Applicable Laws and to the approval of the Board, the Board shall be entitled to make and establish such rules and regulations, and to amend the same from time to time, as they may deem necessary or expedient for the proper implementation and administration of the Scheme.

5. ANNUAL ACCOUNTS 5.1 The Board shall ensure that a summary appears in the annual financial statements of the

Company of the: 5.1.1 number of Options granted, Share Appreciation Rights Allocated and Performance

Shares Awarded to Participants; 5.1.2 number of Shares that may be utilised for the purposes of this Scheme at the beginning of

the financial year; 5.1.3 any changes in such numbers during the financial year under review; 5.1.4 the balance of securities available for utilisation for the purposes of the Scheme at the

end of the financial year; 5.1.5 number of Shares, if any, held by any Employer Company which may be acquired by

Participants upon Vesting; and 5.1.6 number of Shares, if any, then under the control of the Board for Settlement to

Participants in terms of this Scheme.

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6. SHARES 6.1 The Company shall: 6.1.1 at all times reserve and keep available, free from pre-emptive rights, out of its authorised

but unissued capital, such number of Shares as may be required to enable the Company to fulfil its obligations to Settle Shares to Participants;

6.1.2 ensure that Shares may only be issued or purchased for purposes of the Scheme once a Participant (or group of Participants) to whom they will be Granted, Allocated or Awarded has been formally identified.

6.1.3 ensure that Shares held for purposes of the Scheme will not have their votes at general/annual general meetings taken into account for the purposes of resolutions proposed in terms of the JSE Listings Requirements or for purposes of determining categorisations as detailed in Section 9 of the JSE Listings Requirements.

7. FUNDING 7.1 Other than any Tax/Social Liability as defined in 27.2, all costs of and incidental to the

implementation and administration of the Scheme, including but not limited to: 7.1.1 the consideration for Shares (if any) acquired under the Scheme; 7.1.2 the costs incurred in the acquisition thereof; 7.1.3 any administration or other expenses or administration fees; 7.1.4 any duties payable upon the Settlement of Shares to Participants including without

limitation issue duty, stamp duty, securities transfer tax; and 7.1.5 all secretarial, accounting, administrative, legal and financial advice and services, office

accommodation and stationery, properly incurred by the Employer Company for the Company as agent for and on behalf of each Employer Company in order to give effect to the Scheme (all of the aforegoing costs, expenses and duties hereinafter referred to as “Participation Costs”) shall be funded, as the Board may from time to time direct.

7.2 The Company shall recover from each Employer Company such Participation Costs as may be attributable to the participation of any of its Participants in the Scheme. To this effect the Company shall procure that all Employer Companies execute an Agency Agreement, which, once executed, shall be deemed to be incorporated by reference into these Rules, and read together will constitute one agreement.

8. MAXIMUM NUMBER OF SHARES WHICH MAY BE ACQUIRED BY PARTICIPANTS 8.1 Subject to the prior approval, if required, of any securities exchange on which Shares are

listed, the prior authority of 75% (seventy five percent) of the shareholders of the Company in general meeting (excluding all of the votes attached to Shares owned or controlled by existing Participants in the Scheme) shall be required if the aggregate number of Shares which may be acquired by:

8.1.1 all Participants under the Scheme is to exceed 20,500,000 (twenty million, five hundred thousand) Shares; or

8.1.2 any one Participant in terms of the Scheme is to exceed 5,000,000 (five million) Shares. 8.2 In the determination of the number of Shares which may be acquired by Participants in terms

of 8.1, Shares shall not be taken into account, which have been purchased through the open market of the JSE.

8.3 The Rolling over (including the arrangement assuming that equity securities which have already vested and been issued in terms of the Scheme, and which usually revert back to the number referred to in clause 8.1.1 above after a 10-year period) is prohibited.

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9. TERMINATION OF EMPLOYMENT 9.1 A Participant who ceases to be employed by an Employer Company on the basis that he is – 9.1.1 immediately thereafter employed by another Employer Company; or 9.1.2 thereafter re-employed by such Employer Company pursuant to it being determined that

the termination of his employment on the grounds specified in 1.1.29.1 and 1.1.29.2 was not lawful in terms of the LRA;

shall be deemed not to have terminated his employment for the purposes of the Scheme and his rights (whether conditional or otherwise) in and to the Option Shares, Share Appreciation Rights, and/or Performance Shares shall be deemed to be unaffected.

PART III - THE SHARE OPTION METHOD 10. GRANT OF OPTIONS 10.1 The Board may, in its sole and absolute discretion, resolve to Grant Options to Eligible

Employees. 10.2 The Board shall, as soon as reasonably practicable on or after the Option Date, notify the

Eligible Employees of the Option in an Option Letter. The Option Letter shall be in the form prescribed by the Board and shall specify –

10.2.1 the number of Option Shares Granted to the Eligible Employee; 10.2.2 the Option Price per Share; 10.2.3 the Option Date; 10.2.4 the Vesting Dates; 10.2.5 any conditions attaching to the Option; 10.2.6 the provisions of 27; 10.2.7 a stipulation that the Option is subject to the provisions of these Rules; 10.2.8 where a copy of these Rules might be obtained for perusal; and 10.2.9 provision for signed acceptance by the Eligible Employee. 10.3 Acceptance by an Eligible Employee of an Option shall be communicated to the Board, in

writing in such form as the Board may from time to time prescribe. An Option which is not accepted by an Eligible Employee as aforesaid shall automatically be deemed to have been cancelled, subject to re-instatement or extension by the Board in its sole and absolute discretion.

10.4 Subject to 23, an Option is personal to a Participant and shall not be capable of being ceded, assigned, transferred or otherwise disposed of or encumbered by a Participant. An Option is only capable of being Exercised by the relevant Participant or the executor of the deceased estate of the Participant concerned.

10.5 There shall be no consideration payable for an Option. 10.6 If no loan is being made to the individual concerned, then payment would need to be

made within 30 days of the exercise date. 10.7 A Participant shall have no expectation of earning any dividends (or other distributions

made) and shall have no right to vote in respect of Option Shares Granted to him, unless and until the Option Shares under his Option are Settled in accordance with the provisions of this Scheme.

10.8 The Options are irrevocably granted for a period of 3 (three) years after the Option Date, but subject to the relevant terms of this Scheme.

10.9 An Option may be cancelled at any time after the date of acceptance thereof if the Board and Participants so agree in writing.

11. VESTING AND SETTLEMENT OF OPTION 11.1 On the Vesting Date in respect of an Option, and subject to 11.2, the number of Option

Shares available for Vesting under the Option shall Vest in a Participant, and then be Settled by him as soon as practically possible after the Vesting Date.

11.2 Notwithstanding 11.1, the Participant shall pay, in such manner as the Board may from time to time prescribe, any amount which the Board may notify the Participant of, in respect of any deduction on account of Tax as may be required by Applicable Laws which may arise on the Vesting of his Option Shares.

171

11.3 Notwithstanding 11.1, the Board may resolve that where a Participant exercises an Option and does not have the funds to pay for the Option Shares, the Participant shall instead receive a cash amount equal to the net amount by which the proceeds realised on the disposal of the Shares on the Participant’s behalf in respect of which the Option is exercised exceeds the Option Price (if any) on the Option Exercise Date.

12. LAPSE OF OPTION 12.1 An Option shall lapse: 12.1.1 if, subject to 9, and unless the Board determines otherwise, a Participant ceases to be

employed by the Group by reason of a – 12.1.1.1 No Fault Termination prior to the Vesting of his Option, then the Option shall Vest in

full on the Date of Termination of Employment and shall be Settled by the Participant as soon as practically possible after the Date of Termination of Employment; or

12.1.1.2 Fault Termination prior to the Vesting of his Option, then such Option shall be forfeited and cancelled on the Date of Termination of Employment;

12.1.2 if the interest of a Participant in an Option is attached under any circumstances whatsoever and the Board passes a resolution that such Option shall lapse; or

12.1.3 if not duly exercised by the 5th (fifth) anniversary of the Option Date; 12.1.4 if the Option is purportedly exercised otherwise that by the Participant concerned or by

the persons contemplated in 10.4.

PART IV - THE SHARE APPRECIATION METHOD 13. ALLOCATIONS 13.1 The Board may, in its sole and absolute discretion, resolve to allocate Share Appreciation

Rights to Eligible Employees. 13.2 The Board shall, as soon as reasonably practicable on or after the Allocation Date, notify the

Eligible Employees of the Allocation in an Allocation Letter. The Allocation Letter shall be in the form prescribed by the Board and shall specify –

13.2.1 the number of Share Appreciation Rights allocated to the Eligible Employee; 13.2.2 the Allocation Price per Share Appreciation Right; 13.2.3 the Allocation Date; 13.2.4 the Vesting Dates; 13.2.5 Performance Criteria, if any, imposed by the Board, which will determine the manner in

which the number of Share Appreciation Rights referred to in 13.2.1 shall be adjusted prior to Settlement;

13.2.6 the provisions of 27; 13.2.7 a stipulation that the Allocation is subject to the provisions of these Rules; 13.2.8 where a copy of these Rules might be obtained for perusal; and 13.2.9 provision for signed acceptance by the Eligible Employee. 13.3 Acceptance by an Eligible Employee of an Allocation shall be communicated to the Board,

in writing in such form as the Board may from time to time prescribe. An Allocation which is not accepted by an Eligible Employee as aforesaid shall automatically be deemed to have been cancelled, subject to re-instatement or extension by the Board in its sole and absolute discretion.

13.4 Subject to 23, an Allocation is personal to a Participant and shall not be capable of being ceded, assigned, transferred or otherwise disposed of or encumbered by a Participant.

13.5 There shall be no consideration payable for an Allocation. 13.6 A Participant shall not be entitled to any dividends (or other distributions made) and shall

have no right to vote in respect of Share Appreciation Rights Allocated to him, unless and until the Share Appreciation Rights under his Allocation are Settled in accordance with the provisions of this Scheme.

13.7 An Allocation may be cancelled at any time after the date of acceptance thereof if the Board and Participants so agree in writing.

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14. VESTING OF SHARE APPRECIATION RIGHT The Board shall prior to the Vesting Date in respect of an Allocation assess and determine the extent to which any Performance Criteria imposed by the Board have been achieved. The Share Appreciation Rights comprising that portion of an Allocation in respect of which the Performance Criteria have been achieved, shall Vest on the Vesting Date and the balance shall be forfeited and cancelled.

15. EXCERCISE AND SETTLEMENT 15.1 A Participant shall be entitled, on or after the Vesting thereof, but prior to the end of the

Maximum Period, to give an Exercise Notice to that effect to the Company, to Exercise one or more of such Share Appreciation Rights. The Participant shall, in respect of each Share Appreciation Right Exercised and approved as aforesaid, receive, and be Settled, such number of Shares as is calculated in accordance with 15.4.

15.2 If a Participant elects not to Exercise any Share Appreciation Rights on or after the Vesting thereof, then Settlement shall not take place, and the provisions of 13.3, 13.5, 13.6, 22 and 24 shall apply until the Maximum Period.

15.3 Subject to 16, on the expiry of the Maximum Period in respect of any Share Appreciation Rights, such Share Appreciation Rights as have Vested in a Participant, but have not yet been exercised by the Participant, shall be forfeited and shall automatically lapse.

15.4 A Participant shall, in respect of all Share Appreciation Rights Exercised, be entitled to be Settled the number of Shares determined by dividing X by the Closing Price on the Exercise Date where X is calculated in accordance with the following formula –

X = N x A where –

N = the number of Share Appreciation Rights which have been Exercised; A = the Appreciation;

provided that where the Board decides in its sole and absolute discretion to apply Settlement by way of 1.1.50.4, a Participant shall be entitled to be Settled the South African Rand value of X.

15.5 Notwithstanding 15.4, the Participant shall pay, in such manner as the Board may from time to time prescribe, any amount which the Board may notify the Participant of, in respect of any deduction on account of Tax as may be required by Applicable Laws which may arise on the Settlement of Share Appreciation Rights to him.

16. TERMINATION OF EMPLOYMENT 16.1 Subject to 9, and unless the Board determines otherwise, if a Participant ceases to be

employed by the Group by reason of a Fault or No Fault Termination prior to the Vesting or Exercise of his Share Appreciation Rights, then the provisions of Annexure A shall be applied to ascertain the rights of Participants to Allocations.

16.2 Any Allocation in respect of which the Board shall determine that no Settlement shall occur in terms of 16.1, shall be forfeited and cancelled.

PART V - THE PERFORMANCE SHARE METHOD 17. AWARDS 17.1 The Board may, in its sole and absolute discretion, resolve to make Awards to Eligible

Employees. 17.2 The Board shall, as soon as reasonably practicable on or after the Award Date, notify the

Eligible Employee of the Award in an Award Letter. The Award Letter shall be in the form as prescribed by the Board from time to time and shall specify –

17.2.1 targeted number of Performance Shares awarded to the Eligible Employee; 17.2.2 the Award Date; 17.2.3 the Vesting Date; 17.2.4 the Performance Criteria imposed by the Board, which, will determine the manner in

which the number of Performance Shares referred to in 17.2.1 shall be adjusted prior to Settlement;

17.2.5 the provisions of 27;

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17.2.6 a stipulation that the Award is subject to the provisions of these Rules; 17.2.7 where a copy of the Rules might be obtained for perusal; and 17.2.8 provision for signed acceptance by the Eligible Employee. 17.3 Acceptance by an Eligible Employee of an Award shall be communicated to the Board by

the signature and return of the Award Letter. An Award which is not accepted by an Eligible Employee as aforesaid shall automatically be deemed to have been cancelled, subject to re-instatement or extension by the Board in its sole and absolute discretion.

17.4 Subject to 23, an Award is personal to a Participant and shall not be capable of being ceded, assigned, transferred or otherwise disposed of or encumbered by a Participant.

17.5 There shall be no consideration payable for an Award. 17.6 A Participant shall have no expectation of earning any dividends (or other distributions

made) and shall have no right to vote in respect of Performance Shares awarded to him; unless and until and to the extent that the Performance Shares under his Award are Settled in accordance with the provisions of this Scheme.

17.7 An Award may be cancelled at any time after the date of acceptance thereof if the Board and the Participant so agree in writing.

18. VESTING AND SETTLEMENT OF PERFORMANCE SHARES 18.1 The Board shall prior to the Vesting Date in respect of an Award assess and determine the

extent to which the Performance Criteria imposed by the Board have been achieved. The performance Shares comprising that portion of an Award in respect of which the Performance Criteria have been achieved, shall Vest on the Vesting Date, and the balance shall be cancelled.

18.2 The number of Performance Shares which have Vested in respect of an Award shall be Settled to the Participant as soon as practically possible after the Vesting Date, subject to compliance with 18.3 and 28. Where the Board decides in its sole and absolute discretion to apply Settlement by way of 1.1.50.4, the amount of the cash bonus to be Settled to the Participant shall be determined by multiplying the number of Shares to be Settled by the Closing Price on the Vesting Date.

18.3 Notwithstanding 18.2, the Participant shall pay, in such manner as the Board may from time to time prescribe, any amount which the Board may notify the Participant of, in respect of any deduction on account of Tax as may be required by Applicable Laws which may arise on the Settlement of Performance Shares to him.

19. TERMINATION OF EMPLOYMENT 19.1 Subject to 9 and 19.2, and unless the Board determines otherwise, if a Participant ceases to

be employed by the Group by reason of a No Fault Termination prior to the Vesting of his Award or Awards:

19.1.1 the Performance Shares forming part of an Award shall be in the first instance be pro-rated for the period from the Award Date until the Date of Termination of Employment ; and once so pro-rated

19.1.2 the applicable performance Criteria shall be applied as at the Date of Termination of Employment;

following which the Performance Shares available to be Settled to the participant shall be settled to him as soon as practically possible after the Date of Termination of Employment.

19.2 In the event of the death of a Participant prior to the Vesting of his Award or Awards, all the provisions of 19.1 save for the provisions of 19.1.1, shall be applied to determine the Performance Shares available to be Settled, whereafter Settlement shall take place to the deceased estate as soon as practically possible after the date of death.

19.3 Subject to 9, and unless the Board determines otherwise, if a Participant ceases to be employed by the Group by reason of a Fault Termination, his Award or Awards that have not yet Vested shall be forfeited and cancelled. If the Board determines that an Award shall not be cancelled, the Performance Shares available to be Settled to the Participant shall be Settled as soon as practically possible after the Date of Termination of Employment.

19.4 Any Award in respect of which the Board shall determine that no Settlement shall occur, shall be forfeited and cancelled.

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NVEST FINANCIAL HOLDINGS LIMITED

(Incorporated in the Republic of South Africa) (Registration number 2008/015990/06)

(“NVest” or “the Company””) ISIN Code: ZAE000199865 JSE Code: NVE

APPLICATION FORM IN RESPECT OF THE PRIVATE PLACEMENT BY NVEST OF 26 250 000 ORDINARY SHARES OF 100 CENTS EACH AS REGISTERED BY CIPC ON 22 MAY 2015 This application form, when completed, should be forwarded by hand or posted to the following address: NVest Subscription c/o Arbor Capital Sponsors Proprietary Limited Ground Floor, One Health Building Woodmead North Office Park 54 Maxwell Drive Woodmead, 2157 (Suite # 439, Private Bag X29, Gallo Manor, 2052)

To be received by no later than 12:00 on Tuesday, 26 May2015. Application forms can also be sent in the form of an e-mail attachment to one of the following e-mail addresses: bconnellan@nvestholdings.co.za Note: All blocks must be completed. Applications are subject to the terms set out below and those set out in the Prospectus to which this application form is attached. BLOCK A: APPLICANT’S DETAILS Surname of applicant: First names of applicant: Identity number of applicant: Postal address (preferably a PO Box): Postal code: Contact name: Telephone number and dialling code: Cell phone number: Facsimile number and dialling code: E-mail address: Former resident or non-resident of South Africa: Name of bank account holder Name of bank: Branch name: Branch code: Account number: Dividend withholding tax status:

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BLOCK B: APPLICATION FOR NVEST ORDINARY SHARES

Column 1Number of NVest ordinary Shares

applied for (must be a whole number multiple of 100 with a

minimum of 10 000 Shares)

Column 2Price per total number of ordinary

Shares applied for

Number applied for

All NVest Shares allotted to applicants will be registered in the name and at the address listed below. Should these registration details not be completed then the NVest ordinary Shares will be registered in the name of the applicant listed in BLOCK A above. Postal address (preferably a PO Box):

Postal code: BLOCK C: APPLICATION FOR NVEST ORDINARY SHARES AT A PRICE OF 100 cents EACH (CREDITED AS FULLY PAID) (“NVEST ORDINARY SHARES”) To: The Directors of NVest I, the undersigned, warrant that I have full legal capacity to contract on behalf of the applicant stated in Block A above (“the applicant”), and on behalf of the applicant hereby irrevocably to subscribe for the number of NVest ordinary Shares stated in column 1 of Block B above at the price stated in column 2 of Block B above, or any lesser number of NVest ordinary Shares that may be allocated to the applicant in the manner set out in paragraph 2.3.2 of the Company’s Prospectus dated 25 May 2015 to which this application form is attached. Where a lesser number of NVest ordinary Shares are allocated to the applicant, I hereby agree that the relevant amount payable by the applicant in terms of column 3 of Block B above will be reduced pro-rata to the lesser number of NVest ordinary Shares allocated. I acknowledge that, on acceptance by NVest of the above Private Placement, a binding subscription for NVest ordinary Shares allocated to the applicant will result on the terms and conditions set out below read with the terms of the application set out below: Full name: Capacity: Signature: Date:

BLOCK D: DETAILS OF CSDP OR BROKER (To be completed and stamped by the CSDP or broker).

Name of CSDP or broker: CSDP or broker contact person: CSDP or broker contact telephone number: SCA or Bank CSD account number: Scrip account number: Settlement bank account number: Name of account holder: Account number: Stamp and signature of CSDP or broker:

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In the event that Block D is not completed, applicants will be issued an electronic share allocation advice which will be posted to the address set out in Block A above. In accordance with the FMA, share certificates may not be issued and applications must be made for dematerialised shares. Terms of the application 1. Applications under this application form are irrevocable and may not be withdrawn once

submitted. 2. Applicants should consult their professional advisors in case of doubt as to the correct

completion of this application form. 3. All alterations on this application form must be authenticated by a full signature. All applications

must be made without any conditions stated by applicants. 4. The name of the applicant may be changed to a nominee holder acceptable to NVest,

provided that the applicant remains responsible for the obligations of its nominee. 5. NVest reserves the right to refuse any application in whole or in part, or to accept some

applications in full and others in part, or to reduce all or any application on the basis determined by it.

6. Payment in respect of NVest ordinary Shares allocated to the applicant must be made by cheque made payable to NVEST ISSUE and must accompany this application form.

7. If the Private Placement to subscribe for the NVest ordinary Shares is accepted in whole or in part then the resultant subscription is subject to the conditions referred to in section 2 of this Prospectus.

8. The subscription and allotment of the NVest ordinary Shares will be subject to the terms and conditions stated in the Prospectus.

9. If the instructions set out in this application form and the Prospectus are not fully complied with, the Company reserves the right to accept such applications in whole or in part at its discretion.

10. No receipts will be issued for documents lodged unless specifically requested. In compliance with the requirements of the JSE, lodging agents are requested to prepare special transaction receipts, if required. Signatories may be called upon for evidence of their authority or capacity to sign this application form.

11. If this application form is signed under a power of attorney, then such power of attorney or a notarially certified copy thereof must be sent with this application form for noting (unless it has already been noted by Computershare). This does not apply in the event of this application form bearing a JSE broker’s stamp.

12. This application will constitute a legal contract between NVest and the applicant. 13. CSDPs and brokers will be required to retain a copy of this application form for presentation to

the Directors if required. 14. Applicants need to have appointed a CSDP or broker and must advise their CSDP or broker in

terms of the custody agreement entered into between them and their CSDP or broker. 15. Payment will be made on a delivery versus payment basis. 16. If payment is dishonoured or not made for any reason, NVest, in its sole discretion, may regard

the relevant application as invalid or take any such steps in regard thereto as it may deem fit.