ECSPONENT LIMITED

(Previously John Daniel Holdings Limited)

Incorporated in the Republic of South Africa

Registration number: 1998/013215/06

JSE Code: ECS - ISIN: ZAE000179594

(“the Company” or “Ecsponent”)

Provisional Report for Ecsponent Limited for the year ended 31 December 2014

The Board of Directors are pleased to advise shareholders of Ecsponent Limited of the

significantly improved results for the 2014 financial year.

Ecsponent increased its strategic focus further investing in financial services companies which have

clear African and Global market application. In particular, these companies are required to produce

products or provide services with high barriers to entry and high gross profit margins. Directors envisage

that this expansion strategy, which remained in place throughout the 2014 financial period, will continue

indefinitely.

RESULTS HIGHLIGHTS

The Group showed sustained improvement in it’s performance for the period under review. The

expansion strategy, substantially the portfolio of financial services assets.

Total revenue generated by the Group’s financial services operations amounted to R23.4 million for the

year ended 31 December 2014 compared to R8.7 million for the 31 December 2013 financial year.

Group financial service revenue amounted to 40.8% of total revenue for the 2014 financial year.

Below are other highlights from the Group’s operations reflected in the 2014 results:

Total revenue increased by 53.9% to R57.4 million for the December 2014 financial period

compared to R37.3 million for the December 2013 financial year;

Total assets increased by 148.5% to R150.6 million at 31 December 2014 compared to R60.6

million at 31 December 2013; and

After tax profit, before other comprehensive income, increased to R5.2 million for the year ended

31 December 2014 compared to profit of R1.0 million for the year ended 31 December 2013, an

improvement of 420.0%.

Funding for the expansion strategy was secured through the registration of Ecsponent’s Listed

Preference Share programme enabling the company raise capital to fund its investments on an ongoing

basis. The initial market uptake has been very encouraging.

OPERATIONAL REVIEW

Group overview

Below is an overview of the Group’s operations during the 2014 financial year.

Financial Services

The core of the current Financial Services division of Ecsponent is the provision of unsecured employee

benefits finance, vendor finance for secured transactions as well as secured loans to Small and Medium

Enterprises (SME) which satisfy the Groups credit criteria.

As mentioned the Group’s financial services operations expanded significantly during the financial year

through a combination of acquisitions and organic growth. The operations expanded to Botswana and

Swaziland during 2014 and the business model for Ecsponent Zambia has also been established. The

Board announced on 26 February 2015, subsequent to the financial period under review, that the Group

secured a deposit-taking license from the Bank of Zambia.

The Financial Services operations reported a 168.9% increase in revenue to R23.4 million for the 12

months ended 31 December 2014 compared to the R8.7 million for the comparative period. The total

value of advances at 31 December 2014 increased by 291.0% to R103.1 million compared to R26.4

million at the end of the 2013 financial year.

The demand for credit remains buoyant and the Financial Services operation is well positioned to

maximise opportunities. The business currently provides credit for storage of stem cells and unsecured

credit in various retail group schemes. The feasibility of additional credit products are investigated on

an ongoing basis.

The primary costs in the Financial Services business is the cost of capital required to fund the growth

of the unsecured loan book. Management continue to seek alternative funding options to reduce funding

costs, thereby improving profitability.

Collections

The Group acquired Sanceda Collections Services (Sanceda) on 31 July 2014. Sanceda is a collections

agency which provides specialised collection services to corporates.

Sanceda generated R7.2 million of the Group’s revenue in the 5 months since its acquisition date.

The collections operations provided the Group access to specialised skills and infrastructure to

maximise the recovery against defaulting debtors within other operating subsidiaries. The Financial

Services operations continue to seek opportunities to acquire business which can be profitably

leveraged through the Group’s collections infrastructure. The collection of third party debt remains the

core focus of the collections business.

Biotechnology

The Group’s Biotechnology operations maintained its market share and contributed R20.1 million. Total

revenue for the December 2013 financial year amounted to R20.6 million.

The Cryo-Save brand (“Cryo-Save SA”) continued to improve its penetration within the South African

market and as a result substantially improved its market share during the period.

The Group obtained the rights for Salveo in South Africa in order to further entrench the two

shareholders dominance of the local market.

Salveo Swiss Technologies is a Geneva based biotechnology group which specialises in regenerative

medicine and the cryogenic preservation of umbilical cord stem cells. The group is a leader in its field

and is represented in many countries across Europe. In addition the business has been awarded FACT

accreditation, the highest level of accreditation for a laboratory of its kind.

Salveo deploys different protocols and processes to the Cryo-Save standards and is based on the Swiss

technologies. In addition the shareholders have decided to not invest in a local laboratory but to rather

sub contract the processing and cryogenic storage operation to the state of the art Cryo-Save South

Africa laboratory. The result is a lower cost model without compromising on quality and efficacy and

the business will pass on these savings to the clients.

PROSPECTS

Key elements of the on-going expansion strategy are the continued growth of subsidiaries through

product and market extension, aggressive trading and cost reduction as well as the acquisition of new

subsidiaries which are profit generating and aligned with the Group’s strategy. The abovementioned

approach is aimed at developing a robust and complementary financial services Group which provide

sustainable returns.

RESULTS

Presented below are the reviewed results for the year ended 31 December 2014.

Reviewed Condensed Consolidated Statement of Financial Position as at 31 December 2014

31 December

2014

Reviewed

Group

R’000

31 December

2013

Audited

Group

R’000

ASSETS

Non-current assets

Property, plant and equipment 6 134 4 716

Intangible assets 1 132 706

Other financial assets 54 406 13 666

Deferred tax 13 197 11 138

Other non-current receivables 2 042 -

Total current assets 73 732 26 426

Assets of discontinued operations held for sale - 4 046

TOTAL ASSETS 150 643 60 698

EQUITY AND LIABILITIES

Equity 56 667 23 773

Non-controlling interest (3 795) (1 240)

Non-current liabilities

Other financial liabilities 49 029 18 798

Deferred tax 1 628 768

Total current liabilities 47 114 18 599

TOTAL EQUITY AND LIABILITIES 150 643 60 698

Reviewed Condensed Consolidated Statement of Comprehensive Income for the year ended

31 December 2014

Year ended

31 December

2014

Reviewed

Group

R’000

Year ended

31 December

2013

Audited

Group

R’000

Revenue 57 396 37 317

Cost of sales (9 046) (8 215)

GROSS PROFIT 48 350 29 102

Other income 478 75

Operating expenses (37 729) (21 206)

OPERATING PROFIT 11 099 7 971

Fair value adjustment – preference shares 598 -

Net finance costs (5 214) (1 818)

Bargain Purchase 166 -

PROFIT BEFORE TAXATION 6 650 6 153

Taxation (2 601) (1 725)

PROFIT FROM CONTINUING OPERATIONS 4 049 4 428

Profit / (Loss) from discontinued operations 1 182 (3 395)

PROFIT FOR THE PERIOD 5 231 1 033

Other comprehensive income (70) -

TOTAL COMPREHENSIVE INCOME 5 161 1 033

Loss attributable to non-controlling interest 1 575 1 092

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO

ORDINARY SHAREHOLDERS

6 736

2 125

Profit attributable to owners of the parent from:

Continuing operations 5 609 5 520

Discontinued operations 1 182 (3 395)

6 791 2 125

Total comprehensive income attributable to:

Owners of the parent 6 736 2 125

Non-controlling interest (1 575) (1 092)

5 161 1 033

Basic and fully diluted earnings per share (cents) from

continuing operations attributable to equity holders of the

parent

0.983 1.243

Basic and fully diluted earnings / (loss) per share (cents)

from discontinued operations attributable to equity holders of

the parent

0.207 (0.764)

Basic and fully diluted earnings per share (cents) attributable

to equity holders of the parent

1.190 0.479

Reviewed Condensed Consolidated Statement of Changes in Equity for the year ended 31 December 2014

Share capital

Non-distributeable reserve

Foreign currency

translation reserve

Common control reserve

Accumulated loss

Non-controlling interest

Total equity

R’000 R’000 R’000 R’000 R’000 R’000 R’000

Balance at 1 January

2013

55 226 3 912 - - (37 421) (193) 21 524

Total comprehensive

profit for the year

- - - - 2 125 (1 092) 1 033

Acquisition of non-

controlling interest

- (70) - - - 45 (25)

Balance at 1 January

2014

55 226 3 842 - - (35 296) (1 240) 22 532

Total comprehensive profit for the year

- - (55) - 6 791 (1 575) 5 161

Profit for the year - - - - 6 791 (1 560) 5 231

Other comprehensive income

- - (55) - (15) (70)

Issue of shares

62 845

-

-

-

-

-

62 845

Business combinations

- - - (36 687) - (980) (37 667)

Balance at 31

December 2014

118 071 3 842 (55) (36 687) (28 505) (3 795) 52 871

Reviewed Condensed Consolidated Cash Flow Statement for the 12 months ended 31 December 2014

Year ended

31 December

2014

Reviewed Group

R’000

Year ended

31 December

2013

Audited Group

R’000

NET CASH INFLOW FROM OPERATING ACTIVITIES 3 076 7 880

NET CASH OUTFLOW FROM INVESTING ACTIVITIES (63 487) (7 208)

NET CASH (OUTFLOW) / INFLOW FROM FINANCING

ACTIVITIES

52 576 (23)

Movement in cash and cash equivalents for the period (7 835) 649

Cash and cash equivalents at the beginning of the period 885 236

Cash and cash equivalents at the end of the period (6 950) 885

Notes to the Reviewed Condensed Financial Statements for the year ended 31 December 2014 ACCOUNTING POLICIES AND BASIS OF PREPARATION OF RESULTS

The condensed consolidated financial statements have been prepared in accordance with IAS 34 – Interim Financial Reporting in accordance with the accounting policies that comply with International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides and in the manner required by the Companies Act and the JSE Listings Requirements. The principle accounting policies applied in the preparation of the condensed consolidated financial statements are in terms of IFRS and are consistent with those applied in the previous consolidated annual financial statements, except for the adoption of new standards which became effective during the year as well as the common control accounting policy, refer below, to account for related party acquisitions during the financial year.

The results of the Company, were prepared under supervision of the Group’s financial director, Mr D

van der Merwe CA (SA).

These condensed consolidated financial statements for the year ended 31 December 2014 have been

reviewed by Nexia SAB&T, who expressed an unmodified review conclusion. A copy of the auditor’s

review report is available for inspection at the company’s registered office together with the financial

statements identified in the auditor’s report.

ADOPTION ON NEW ACCOUNTING POLICY – COMMON CONTROL RESERVE IFRS 3 (Business Combinations) specifies excludes from its scope transactions that involve a

combination of entities or businesses that are under common control. The related party acquisitions

referred to in the notes below are deemed to be common control transactions. The Group adopted the

common control accounting policy below to account for these transactions.

The Group applies merger accounting for all its common control transactions which requires that the

assets and liabilities of the purchased business be incorporated at the consolidated book value (by the

ultimate parent) and the difference between the purchase consideration and the book value of the

assets and liabilities be recorded in equity as a common control reserve. The financial statements of

the purchaser incorporate the combined companies’ results and cash flows.

REVIEW OF RESULTS AND FINANCIAL POSITION The 31 December 2014 reviewed consolidated financial results represents the trading results of the

corporate head office and its subsidiaries, which are active in the financial services, biotechnology and

debt collection markets. The Group disposed of its operations in the agricultural packaging market at

the end of January 2014.

The Group’s expansion strategy and the acquisitions of growth businesses resulted in significant growth

in the Group’s asset base reflected in the 146.3% increase in total assets compared to the December

2013 financial year.

The benefit of the acquisitions on the Group’s profitability is not as dramatic as these companies where

considered to be growth businesses that are in their early development stages. These businesses are

expected to be significantly more profitable in future periods as they will be able to leverage the

investment made in the 2014 financial year.

Group revenue from continuing operations increased to R57.4 million for the 12 months ended 31

December 2014. A 53.9% increase in revenue compared to the R37.3 million achieved for the

comparative 12 months ended 31 December 2013.

The Group continues to increase its investment in operating structures and processes required to

underpin continued operational growth. In addition, the Group’s credit committee has tightened its

provisioning policies governing unsecured lending activities, resulting in an increase in provisions.

These aspects have led to the increased operating expenses for the year compared to the comparative

period.

The strategy of combining aggressive management of existing subsidiaries and further strategic

acquisitions is aimed at ensuring the future sustainability of the Group.

EARNINGS AND FULLY DILUTED EARNINGS PER SHARE BASIC AND HEADLINE EARNINGS

Basic earnings 6 791 2 125

Headline earnings 5 334 2 335

Basic and fully diluted earnings per share (cents) attributable

to equity holders of the parent

1.19 0.48

Headline and fully diluted headline earnings per share

(cents) attributable to equity holders of the parent

0.94 0.53

Number of shares in issue 901 588 049 444 131 678

Weighted average number of shares 570 498 813 444 131 678

RECONCILIATION BETWEEN BASIC EARNINGS AND

HEADLINE EARNINGS

IAS 33 Basic earnings 6 791 2 125

IFRS 5 Gain on disposal of discontinued operation (1 326) -

IFRS 3 Bargain purchase (135) -

IAS 16 (Profit) / Loss on disposal of property plant and

equipment

(3) 147

IAS 16 Impairment of property, plant and equipment 7 63

Headline earnings 5 334 2 335

ASSET VALUE PER SHARE

Net asset value 56 667 23 773

Net tangible asset value 55 535 23 067

Net asset value per share (cents) 6.29 5.35

Net tangible asset value per share (cents) 6.16 5.19

ACQUISITIONS AND DISPOSALS The board is actively investigating acquisition opportunities aimed at improving earnings and cash

generation for the Group.

There were no other acquisitions or disposals during the year ended 31 December 2014, other than

listed below.

Related Party Acquisitions The acquisitions of growth businesses from Ecsponent Capital (RF) Limited and other related parties,

entered into by the Group on 5 March 2014, was approved by shareholders in a general meeting held

on 25 July 2014.

Related Party acquisition of EFS Ecsponent Financial Services (Pty) Ltd (formerly Escalator Financial Services) (“EFS”) is registered

with the regulator as a licensed service provider. EFS provides intermediary services between financial

services product providers and the general public.

EFS recruits and manages qualified advisors to market financial products in terms of the FSB

regulations and has established an accomplished broker network with a recurring client base.

An important pillar of the repositioned Group strategy is to obtain access to key FSB regulated licenses

allowing the Group control over important elements of its channel to market.

Related Party acquisition of Sanceda Sanceda Collection Services (Pty) Ltd (“Sanceda”), registered with the Council of Debt Collectors, is a

collection agency which provides specialised collection services to corporates. Collections are call

centre based and Sanceda has established the management and infrastructure to simultaneously

collect on a large volume of current or delinquent debtor files.

Sanceda’s expertise includes tracing of defaulters, repayment and contract agreement, debit order and

related collection management and legal pursuance of defaulters should this be necessary.

The acquisition of Sanceda provides the Group with the skills and infrastructure to collect against its

acquired debt books as well as defaulting debtors within its other operating subsidiaries.

Related Party acquisition of Ecsponent Botswana Ecsponent Limited (formerly Escalator Investment Holdings) incorporated in Botswana (“Ecsponent

Botswana”) provides secured funding to selected financial service companies and credit to small,

medium and micro enterprises. To fund its operations Ecsponent Botswana raises capital through the

issuance of various classes of preference shares via a prospectus offer to qualifying members of the

public and institutions.

Fair value of the related party assets acquired and liabilities assumed are as follows:

EFS

Sanceda Ecsponent Botswana

Total

R’000 R’000 R’000 R’000 Assets

Other financial assets 3 317 145 20 176 23 638

Deferred tax 1 105 - 2 555 3 660

Property, plant and equipment 229 - 653 882

Current assets 5 519 - 524

Bank 203 1 5 125 5 329

TOTAL ASSETS 4 859 665 28 509 34 033

Liabilities

Other financial liabilities - 6 208 22 574 28 782

Current liabilities 478 972 3 905 5 355

Bank - - 11 085 11 085

TOTAL LIABILITIES 478 7 180 37 564 45 222

Total identifiable assets 4 381 (6 515) (9 055) (11 189)

Non-Controlling Interest in identifiable assets

- - 1 502 1 502

Purchase consideration 15 000 7 000 5 000 27 000

Transfer to common control reserve

10 619 13 515 12 553 36 687

Acquisition of Komo Finance The Group acquired a 51% stake in Komo Finance (Pty) Ltd (“Komo”) effective on 30 June 2014 for

R350 000. Komo, a registered credit provider, is a specialist financier providing employee benefit

funding managed by payroll facilities through a network of select employers.

The acquisition of Komo unlocked significant synergies within the existing unsecured payroll advances

operations and substantially increased both the employer and employee base. The combined

R36.3 million book asset allows the operations to effectively leverage operational resources. In addition,

the Komo management team have amassed significant experience and knowledge within the industry

which will complement the existing operational management.

Fair value of the Komo assets acquired and liabilities assumed are as follows:

R’000

Assets

Other financial assets 21 862

Deferred tax 158

Property, plant and equipment 111

Other current assets 38

TOTAL ASSETS 22 169

Liabilities

Other financial liabilities 17 731

Other current liabilities 236

Bank 3 190

TOTAL LIABILITIES 21 157

Total identifiable assets 1 012

Non-Controlling Interest in identifiable assets 496

Purchase consideration 350

Bargain purchase 166

Disposal of the SO2 gas sheet manufacturing business In line with the repositioning strategy highlighted above the Group disposed of its SO2 gas sheet

manufacturing business and related assets as a going concern for R6.3 million. The manufacturing

operations were regarded as being non-strategic to the future growth plans of the Group.

Vinguard shareholders approved the going concern disposal in terms of Section 112 of the Companies

Act, 2008 in a general meeting held on 24 January 2014, and the effective date of the transaction

determined to be 31 January 2014. The purchase consideration comprised R6.3 million for the going

concern assets.

OTHER FINANCIAL ASSETS

The other financial asset category incorporates the benefits provided to employees against payroll

facilities contracts which increased by 392.3% compared to the comparative period. Below is detail

regarding the Group’s other financial assets:

Reviewed

Group

31 December

2014

Audited

Group

31 December

2013

R ‘000 R ‘000

At fair value through profit and loss – designated

Acquired debt 3 241 2 543

Loans and receivables

Employee benefit loans 64 321 12 878

Secured SME loans 34 921 6 979

Ecsponent Capital RF Limited 3 817 6 500

TOTAL OTHER FINANCIAL ASSETS 106 300 28 900

Total included in non-current assets 54 406 13 666

Total included in current assets 51 894 15 234

PREFERENCE SHARE CAPITAL Ecsponent’s business model requires funding for both the existing business growth and to pursue

further acquisitions. Funding is deployed in the growth of financial services assets and the acquisition

of new assets which contribute to the growth strategy. Preference Shares are considered an optimal

source of funding for these on-going business needs and accordingly the Company has registered a

R5 billion Preference Share Programme (“the Programme”) under which Ecsponent may, from time to

time, issue multiple Tranches of Preference Shares. The Programme was approved by the JSE on 8

September 2014 and by 31 December 2014 Ecsponent had received investments of R33.25 million

from the initial offer on 29 September 2014.

OTHER FINANCIAL LIABILITIES In terms of IFRS the preference share capital is classified as debt and disclosed as an other financial

liability in the Group’s statement of Financial Position at 31 December 2014. Consequently the

preference share dividends are classified as a funding costs and disclosed as such in the Statement of

Profit and Loss and Other Comprehensive Income for the year ended 31 December 2014.

Reviewed

Group

31 December

2014

Audited

Group

31 December

2013

R ‘000 R ‘000

At fair value through profit and loss – designated

Collection Guarantee 1 308 -

Loans and receivables

Preference share liability 48 522 -

Experite NV Group 5 201 4 935 Ecsponent Capital (RF) Limited - 18 798 Komo Funding (Pty) Ltd 4 271 - Other 712 100

TOTAL OTHER FINANCIAL ASSETS 60 014 23 833

Total included in non-current assets 49 029 18 798

Total included in current assets 10 985 5 035

REVIEWED CONDENSED SEGMENTAL INFORMATION The segments identified are based on the operational and financial information reviewed by management for performance assessment and resource allocation. There has been no change in the basis of operational segmentation or in the basis of measurement of segment profit or loss since the last annual financial statements. The continued expansion of the Group has resulted in the need for geographic segmentation in addition to the operational segmentation.

Year ended 31 December 2014

Operating Segment Revenue Operating profit / (loss)

R’ 000

R’000

Financial Services 23 415 3 196

Biotechnology 20 081 (1 853)

Collections 7 166 (370)

Agricultural packaging – discontinued operation 576 959

Corporate 37 065 27 946

Eliminations (29 577) (17 267)

Transfer to discontinued operations (1 330) (1 512)

Group total 57 396 11 099

Geographic Segment Revenue

R’ 000

Operating profit / (loss) R’000

South Africa 77 169 23 150

Botswana 8 356 5 722

Swaziland 2 403 917

Namibia 374 89

Eliminations (29 577) (17 267)

Transfer to discontinued operations (1 330) (1 512)

Group total 57 396 11 099

Year ended 31 December 2013

Segment Revenue

R’ 000

Operating profit / (loss) R’000

Financial Services 8 724 4 643

Biotechnology 20 611 (310)

Agricultural packaging – discontinued operation 4 138 (3 373)

Corporate 11 350 784

Eliminations (3 368) 2 803

Transfer to discontinued operations (4 138) 3 423

Group total 37 317 7 970

EVENTS AFTER THE REPORTING PERIOD

The directors are not aware of any material event which occurred after the reporting date and up to the

date of this report requiring disclosure, other than the matter listed below:

The Company announced on 26 February 2015 that its subsidiary in Zambia secured a deposit-taking

license from the Bank of Zambia. The Ecsponent Zambia business plan will be aggressively rolled out

over the balance of the 2015 financial year.

CORPORATE ACTIONS During the financial year the Group successfully implemented the following significant corporate

actions, discussed in more detail throughout this announcement:

Disposal of the SO2 gas sheet manufacturing business;

Group’s name change to Ecsponent Limited to reflect the repositioning of the Group’s strategy;

Acquisition of Komo Finance a specialist financier providing employee benefit finance;

Related party acquisitions of growth businesses from the Group’s major shareholder, Ecsponent

Capital (RF) Limited;

Registration of a R5 billion preference share programme to provide an ongoing source of funding

for the Group’s growth businesses;

R100 million rights offer which raised equity funding of R62.8 million through a combination of

shareholders following their rights and the underwriter taking up the R45 million underwritten

portion;

Establishment of a R36.4 million convertible funding facility; and

Creation of an employee share incentive scheme.

Rights offer and convertible loan

On 5 March 2014, the company entered into an underwriting agreement with Ecsponent Capital RF

Limited, its controlling shareholder, whereby the major shareholder partially underwrote the rights

offer of R100 million at an issue price of 14 cents per share to the value of R45 million. In addition, the

shareholder provided a funding facility to the Group of R36.4 million. The funding facility is convertible

into ordinary shares in ECS at the 14 cents rights offer price.

At 31 December 2014 Ecsponent Limited had not made use of funding via the loan facility.

The directors took up a total of 12 040 612 ordinary shares as a result of exercising their rights under

the Rights Offer.

Name change

Shareholders approved the change in name of the company to “Ecsponent Limited” by way of a

Section 60 shareholder round robin special resolution. The special resolution has been lodged for

registration at CIPC.

In accordance with the Companies Act, 2008 and the JSE Listings Requirements, for a period of not

less than one year, the former name “John Daniel Holdings Limited” will be reflected in brackets on all

Ecsponent’s documents of title beneath the new name.

SHARE CAPITAL

Shareholders approved the increase of the company’s authorised share capital from 1 500 000 000

no par value shares to 2 000 000 000 no par value shares at the AGM held on 25 July 2014.

The shareholders approved an increase in the authorised share capital to 1 trillion no par value

shares in a general meeting held on 24 October 2014.

The following share issues took place during the year increasing the issued share capital to

901 588 049 at 31 December 2014 from 444 131 678 at 31 December 2013:

454 456 371 shares were taken up through the rights offer and issued on 22 September 2014; and

3 000 000 shares were issued on 30 June 2014 in terms of the directors’ general authority to issue

shares for cash.

DIVIDENDS

No ordinary dividends were declared and no ordinary dividend is proposed for the year.

Ecsponent Limited has issued three classes of Preference Shares with the following dividend terms:

Class A – 10% fixed rate monthly dividend;

Class B – 0% monthly dividend; and

Class C – prime plus 4% floating rate monthly dividend.

Preference Share dividends of R246 188 were declared and paid by Ecsponent Limited, the Group

holding company, for the period ended 31 December 2014. The dividends are classified as finance cost

and included in the net finance cost expense in the statement of profit and loss and comprehensive

income.

CONTINGENCIES

The directors are not aware of any material contingent liability which existed at the reporting date and

up to the date of this report requiring disclosure.

DIRECTOR CHANGES

No changes in the directorate took place during the year.

COMPANY SECRETARY

No changes in the company secretary took place during the year.

AUDITORS

The company informed ordinary and preference shareholders of the appointment of Nexia SAB&T as

the Ecsponent Group’s auditors with effect from 17 October 2014.

SPONSOR

Questco (Pty) Ltd (“Questco”) was appointed as the company’s Debt Sponsor following the

restructure of the Group. The board announced the appointment of Questco as the company’s

Sponsor as well, with effect from 1 September 2014.

GOING CONCERN

The directors are of the opinion that the Group will continue as a going concern for the foreseeable

future due to the continued financial support of certain parties to the Group and in particular, by the

Company to its subsidiaries.

For and on behalf of the Board

TP Gregory

Pretoria

31 March 2015

Directors: RJ Connellan* (Chairman), TP Gregory (Chief Executive Officer), DP van der Merwe

(Financial Director), E Engelbrecht (Non-Executive), KA Rayner*, BR Topham*. (* Independent Non-

Executives)

Company Secretary: Timbavati Business Consultants represented by HJ van der Merwe

Registered Office: Acacia House, Green Hill Village Office Park, on Lynnwood, Cnr Botterklapper and

Nentabos Street, The Willows, Pretoria East, PO Box 39660, Garsfontein East 0060

Transfer Secretaries: Link Market Services South Africa (Pty) Ltd, 13th Floor Rennie House, 19

Ameshoff Street, Braamfontein 2000, PO Box 4844, Johannesburg 2000

Auditors: Nexia SAB&T Inc.

Sponsor: Questco (Pty) Ltd