Why the balanced nReach | Capitis | Consultus 12J Fund is for you:

POSITIVE IMPACT ACHIEVED BY NREACH | CAPITIS | CONSULTUS FUND INVESTMENTS

400 jobs createdand sustained

Performance to date: +20% ROI p.a.;

with 10% dividend p.a.

100% of capital received, deployed within 60 days

Total assets under management R400 mil.

22 SME Investments

Black Ownership Equivalence

Your Fund-Based Black Ownership Enabler

• So that you may treat OWNERSHIP arising from this Private Equity Fund investment as if that ownership

were held by Black people

• You get a 12J tax break of 28% up to an annual R5 million limit

• Through a highly regulated environment

• Giving you maximum points recognition of Ownership element on the BEE score card

• Your capital deployment into our Private Equity Fund becomes an investment supporting black-owned businesses

• Most importantly, your personal Balance Sheet does not change as a result of the transaction

VCC 0052 | FSP No:47502 | CIRCA 2017 - nReachVCC 0096 | FSP No: 48600 - Capitis

The New B-BBEE Codes, requires a Sub-minimum 40% score on 3 elements:

• Ownership

• Skills Development

• Enterprise & Supplier Development

• OWNERSHIP: “A Measured Entity may treat any of its Ownership arising from a Private Equity Fund as if that Ownership were held by Black people, where the Private Equity Fund meets specific criteria” (nReach/Capitis/Consultus 12J)

• ESD SPEND: 5 points ED & 10 points SD of which 3 points “perpetuate”

• SED: 1 possible “Bonus point” for job creation

It “begins & ends” with a Scorecard...

(December 2019)

CFOIlse Ferreira

CA (SA)

LEGALLouis Stroebel

COMPLIANCEElzabe Volschenk

INVESTMENT COMMITTEE CHAIRMAN

Geert Doyer CA (SA)

MEMBEREsme Botha

CA(SA)

OPERATIONAL AND FUND MANAGEMENT

ADVISORY AND INVESTMENT COMMITTEE

WE HAVE A TEAM OF PROFESSIONALS

ADVISORY PARTNERS

LLBEmile Raubenheimer

BCom (Hons)Bryan Shanahan

CA(SA)

MEMBERAlwyn Scholtz

MCom LLB

MEMBERMEMBER

CCOKiep Davel

TRP(SA), BS&S(UP)ICMQ (London)

EXECUTIVE CHAIRMANOF THE BOARDWillem Oberholzer Dr Johann Kritzinger

EXECUTIVE Jennifer Bokwa

LLB

CA (SA)

EXECUTIVE DIRECTOREmceé Nell

CA (SA)

INVESTMENTSTATEGISTFrans Nortje

M.Sc. (Industrial Eng.)

EXECUTIVE Mercy Mukewa

CA (SA)Certified Internal Auditor

EXECUTIVE Renske Mouton

Fiduciary Services Practitioner

EXECUTIVE Rirhandzu Munisi

MA in Finance and Investment

EXECUTIVE Benedict Houlie

BA (Political Science)Financial Analyst Certification

Capitis nReach nReachnReachnReach

nReachnReach

Capitis nReach Ingenious Capital

EXECUTIVE DIRECTOR

Why you are in good hands. • We are the 1st Balanced/Diversified section 12J Fund

• We are a highly sought after Category ll FSP

• We have own ‘skin in the game’

• We have a clear exit/liquidity event in mind with every investment

• We come from a private equity background

• We supply feedback on portfolio performance every 6 months

• We have the highest performance fee hurdle rate based on ‘capital received’ and not ‘capital at risk’

I will definitely recommend nReachONE as they go above and beyond and are really solution driven to address any and all possible queries my clients had. They are very knowledgeable and were always able to answer all questions put to them – they were extremely well-versed

in all things 12J and managed to explain the complexities of the 12J fund in such a way that even novices understood the basics!Theuna Erasmus; Illumin8BEE

Our team has proven experience in picking the ‘right jockey and business’. Collectively we have +30 years experience in private equity and asset management, we have

done +30 acquisition; +20 liquidity/exit events and +30 structured fund solutions. On aggregate the team has managed more than R4,5 billion funds under management before.

+30 +20R4,5bnAcquisition

EventsLiquidity/Exit

EventsAUM

+30Structured fund

solutions> R1bn

RR

Targeted yields

2 times money on Capital Growth10% dividend p.a. on Asset Rental

‘Balanced’ does not mean average returns.Most popular

Asset Allocation

Fund performance is calculated as: ‘after fees, but before taxes’

• The investment is divided between Capital Growth and Asset Rental @ 30% and

70% respectively

• This balanced approach increases the probability of real returns

• This balanced approach has yielded 10% per annum dividend on the asset retal portion

• The capital growth exceeds peers and best performing conventional equity investments

• This asset allocation does not mean average returns, partly due to the tax boost and

quality of investment

Capital Growth

30% Fixed Income/

Asset Rental70%

• Share subscription transaction on balance sheet• Investment based on reasonable evaluation• 28% tax deduction• Minimum five year investmentCorporate

BEE spender

“QC” = Qualifying company / QSE

QC 1 QC 2

The salient Investment Structure properties

• Share subscription transaction• < R50 million revenue• ED and SD must be deployed in separate QCs

• Empowered 12J / VCC fund

“Converting a ‘pay-away’ into a ‘pay-back’

100% Black owned Fund Manager

• The Codes of Good Practice require that all entities operating in the South African economy make a contribution towards the objectives of the B-BBEE legislation

• The Codes allow for alternative ways of black ownership recognition other than traditional sale of shares to black South Africans

• Equivalent recognition can be achieved through Sale of Assets and Private Equity, and if a company is a multinational, Equity Equivalence as well

• Rand-for-Rand recognition is provided, i.e. typically a company making a sanctioned investment worth 10% of its equity value can get equivalent recognition of 10%

• The Equivalent nReach | Capitis| Consultus fund comply fully with section 3.10 of the B-BBEE legislation, allowing companies to claim black ownership via this investment vehicle

Background on Ownership Element

Quick Fact Sheet

Capital Growth Comparison Fixed Income Comparison

Distribution of Asset Classes Distribution of Investment Sectors

29%

41%

31%

Property backed assets

Asset Rental

Unlisted Going-Concerns

Hotel and Tourism

Student accommodation

Agriculture

Disruptive tech

Utilities

Solar

Health

Waste benefication

Waste recycling

Building materials

Restaurants

21%

9%

28%

7%

3%

8%

2%14%

2%

Distribution of Portfolio Revenue Generation

45%55%

Business to Business (B2B) Business to Consumer (B2C)

Distribution of Impact Themes

Going green

Health and leisure

Education

Technological advances

Food44%

11%9%

13%

23%

0% 5% 10% 15% 20%

Jan 19

Jan 18

Morningstar peer average 5 years yield (medium equity)Morningstar #1 fund 5 year yield (medium equity)nReach | Capitis 5 year projected yield (capital at risk)

0

3

6

9

12

15

Hollard

Discovery

nReach | Capitis annualised dividendsMorningstar peer average income fund

Morningstar #1 Income FundMorningstar SA CPA (headline)

3%

1%

Jan 19Jan 18

Jan 20 Kagiso

Jan 20

Capital Growth

50%

Fixed Income/

Asset Rental50%

Our combined qualifying company portfolio

Utilities

Health

Hotel and Tourism

Education

Agriculture

Restaurant and Hospitality

Solar

Wastebeneficiation

Wastebeneficiation

A national boutique hotel group and property

manager

Various national student accommodation

properties

Rental of various types of livestock

A multi-franchisecoffee bistro

Rental of electricity,water and gas smart

meters

Solar electricity generation and retail sales

A low cost cardiothoratic surgery

practice

A builder and operator of various technologies

Recycling of mining waste into aggregates

Company Sector Business model

Asset class Impact

Technological Advances

Education

Food

Health and Leisure

Green

Green

Green

Food

Health and Leisure

Lodge for leisure

Food

Hotel and Tourism

Restaurant and Hospitality

A multi-franchisesit-down restaurant chain

Technological Advances

Blockchain Technology that underpins digital transactions

Health and Leisure

“As far as I know my 10% dividend per annum, paid pro-rata every 4 months, appears the highest and most frequent in the industry”

Dieter Laubuscagne; Business owner

Health

Food franchises

Buildingmaterials

Agriculture

Media

Agriculture

Waste recycling

Solar

Manufacturing and wholesale of flooring

solutions

Grain farming and storage

Digital marketing

Farming of bees and honey

Clinics for TB and Aids patients on employer

sites

A multi-franchisesit-down restaurant

chain

A large national onsite waste recycler

A manufacturer of solar equipment

Company Sector Business model

Asset class Impact

Our combined qualifying company portfolio

Health and Leisure

Technological Advances

Green

Green

Technological Advances

Food

Food

Food

Our high impact, uncorrelated investment themes and investments already made and in progess

Capital Growth

50%

“We have found nReach | Capitis’s insight and information extremely helpful. It has enabled us to build product solutions beyond our initial requirements and reason for our contact. We look forward to a long and successful partnership,

exploring, developing and successfully concluding many deals of mutual benefit.”Andreas Wagner

ANH Technologies (Pty) Ltd

Why ‘S12J’ is for you

What you need to know about ‘S12J’

As at the end of August 2019, SARS presented +/-R8 BILLION worth of ‘tax relief’ for South African tax payers.Now is YOUR opportunity to participate in the next tax year’s Section 12J relief - already worth BILLIONS.

• Section 12J of the Income Tax Act stipulates that taxpayers who invest in qualifying Section 12J companies can

write off 100% of their investment against taxable income in the year they invest

• Designed to stimulate SA economy and create jobs

• Investors benefit up to 28% immediate tax relief, which reduces the cost of the investment, provides downside

protection and enhances overall returns

• Minimum Investment period 5 years

• Minimum Investment amount R250 000

• The sunset clause is June 2021

• Any taxpayer qualifies to invest• Claims tax deductions in respect of expenditure incurred to acquire shares in approved 12J• Individuals & Trusts will only be allowed to invest R2.5 million while corporate investors may invest R5 million in any single tax year• An investor cannot be a “Connected person” to the VCC (no single investor can hold more than 20% equity in the VCC)• No investor can have more than 20% equity in a specific share class• Standard income tax and CGT rules apply in respect of VCC shares • Minimum investment period is 5 years to avoid recoupment

Main Rules and Regulations of 12J Funds

MAIN RULES FOR THE �INVESTOR

MAIN RULES FOR THE �12J VCC

MAIN RULES FOR THE 12J QUALIFYING COMPANIES

• Registered with SARS and FSCA • After the expiry of 48 months from the first date of issue of VCC Shares, the 12J company must satisfy the following requirements by the end of each year of assessment : • A minimum of 80% of the expenditure incurred by the VCC must be for shares • Each investee company must, immediately after the issuing of shares, hold assets with a book value not exceeding: * R500 million in any junior mining company; or * R50 million in any other qualifying company• No single investment in any one qualifying company must not exceed 20% of funds under management• The VCC cannot acquire more than 69% of the shares in any one qualifying company

• NOT Necessarily start-up’s, can be a going-concern• The Investee must be a company• The company must be a resident• The company must not be a controlled group company in relation to a group of companies of which the 12J VCC forms part• The company’s tax affairs must be in order• The company must be an unlisted company. A junior mining company may be listed on the Alternative Exchange Division (AltX) of the JSE Limited• During any year of assessment, the sum of the “Investment Income” derived by the company must not exceed 20% of its gross income for that year of assessment• The company must not carry on any of the following IMPERMISSIBLE TRADES: • Immoveable property, except trade as a hotel keeper & student accommodation • Financial services such as banking, insurance & money-lending • Advisory services, including legal, tax advisory, stock broking, management consulting, auditing, or accounting • Operating casino’s or other gambling related activities • Manufacturing, buying or selling liquor, tobacco products or arms or ammunition; or • Any trade carried on mainly outside the Republic

nReach | Capitis costs vs competitors

Upfront raising fee

Annual management fee

Performance fee hurdle rate

Performance fee (only at exit)

3%

3% on capital investment

6% IRR on capital investment

30% of gain above hurdle rate

no other 12J has this offering

nReachone | Capitis 12J Other 12J’s

Christoff (Kiep) DavelEmail: kiep@nreach.co.za

nReach One (Pty) Ltd | Registration No. 2016/316020/07 | Directors: Dr J Kritzinger | C Oosthuizen | G Pienaar | C Davel

Tel: +27 (0) 12 346 6333 | Fax: +27 (0)86 630 5156

Unit 8, Waterkloof Forum, 374 Milner Street, Waterkloof Pretoria, 0081

FSP: 47502 | VCC-0052

Capitis Equities (Pty) Ltd | Reg No: 2017/251942/07 | Directors: Emceé Nell | Willem Oberholzer

Tel: 087 822 1095

169 Delmondo Office Park, Garsfontein Drive, Ashlea Gardens, 0081

FSP No: 48600 | VCC-0096

Consultus Capital (Pty) Ltd | Reg No: 2019/561709/07 | Directors: R Munisi | B Houlie

138 West street, Sandton, 2031

DISCLOSUREAll information and opinions provided are of a general nature and are not intended to address the circumstances of any particular individual or entity. We are not acting and do not purport to act in any way as an advisor or in a fiduciary capacity. No one should act upon such information or opinion without appropriate professional advice after a thorough examination of a particular situation. Any representation or opinion is provided for information purposes only. The views, opinions, recommendations and articles are thoroughly researched but we disclaim all liability for any inaccuracies or omissions found or for losses made. We endeavour to provide accurate and timely information but make no representation or warranty, express or implied, with respect to the correctness, accuracy or completeness of the information and opinions. We do not undertake to update, modify or amend the information on a frequent basis or to advise any person if such information subsequently becomes inaccurate. No guarantee is given as to the accuracy, completeness or reasonableness thereof, it being understood that we are not your financial adviser or fiduciary. You are cautioned to ensure that you have made an independent decision in accordance with your own objectives, experience, operational and financial resources and any other appropriate factors including independent professional advice. Remember: Never invest more than you can afford to spare. The value of any investment and the income derived from it can go down as well as up.

The beginning of a partnership

no other 12J has this offering

no other 12J has this offering

no other 12J has this offering

Johan KritzingerEmail: johann@nreach.co.za

Benedict HoulieEmail: benedict@consultuscapital.co.za

Rirhandsu MunisiEmail: rirhandsu@consultuscapital.co.za