Emeritus

Investment Holdings (Pty) LtdInvestment Holdings (Pty) Ltd

Basic Information

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3.1. Nature of business

3.2. Investment philosophy

3.3. Partnership philosophy

3.4. The Emeritus foundation

3.5. Broad-Based Black Economic Empowerment (B-BBEE)

3.6. Group structure

3.7. Bureldo Investments (Pty) Ltd (“Bureldo”)

3.8. Management structure

3. EMERITUS GROUP PROFILE

3.9. Resumes of key personnel

3.9.1. Mavuso Msimang

3.9.2. Rafeek Evans

3.9.3. Neven Hendricks

3.9.4. Anne Brits

3.9.5. Andrew Bennie

3.9.6. Adolf Prinsloo

3.9.7. Mike Wilson

3.9.8. Johan Pretorius

3.9.9. Servaas Verster

3.1. Nature of business

Emeritus is an investment holding company registered in

2007, with a vision to build/create value in investee

companies, by providing capital, support and highly skilled

and talented executive capacity.

Emeritus Investments is an investment holding company

that increases value through strategic insight and strong

management abilities to its underlying assets.

Emeritus has the following business strategy:Emeritus has the following business strategy:

● To acquire significant stakes in companies which fall

within specific counter cyclical sectors of the economy

● To acquire companies where we can deploy our

combined business skills to grow the business and

concomitant value

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● To acquire companies that have significant growth

potential where we can utilize the above skills to

enhance the growth trajectory of the company

● To introduce black operating skills into target companies

with Emeritus Investment Holdings

We primarily seek companies where we are likely to gain

control within a period of three to five years and where we

can achieve internal rate of return of 30% per annum over a

5 year investment horizon..

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3.2. Investment Philosophy

Emeritus seeks to acquire assets that are well-run, highly cashgenerative that will generate superior returns over time. This isachieved in one or more of the following ways:

• Buying at a discount to fair market value

• Enhancing the growth of the business in inorganic ways during the holding period

• Selling the investment at a premium to fair market value

• Investing in good quality assets in counter cyclical sectors that will produce consistent growth over the medium to long termgrowth over the medium to long term

• Encouraging meaningful partnerships where Emeritus does not have the technical skills

• Supporting management and treating management as true partners in any investment

• Encouraging community participation in the upside of any transaction

The Emeritus and Moore Stephens team spenda considerable time analysing potential targets.

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3.3. Partnership Philosophy

Emeritus Investments enter into partnerships wherewe do not have the necessary technical skills in orderto enhance the value of their investment

Most recent partnerships

Health sectorHealthshare Integrated Solutions (Pty) Ltd (EffectiveHealth care Solutions and Management of MedicalHealth care Solutions and Management of MedicalAssets).

EnergyA-Plasma & Rossgro (Mass and technology forBiofuel).

Social responsibilityIn addition to local community involvement, Emeritusalso intends to ensure greater reach and upliftment inthe community through the Emeritus Foundation.

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3.4. The Emeritus Foundation

The partners of Emeritus Investments come from diversebackgrounds, most of them from a previouslydisadvantaged environment, some from a traditionaladvantaged background but yet all committed to thesocial upliftment of South Africans. They share acommon passion that is un-opposed by any shareholder,current Stake Holder or carefully Chosen Partner ofEmeritus Investments. The group was formed based onthe philosophy of making a difference and creating futurevalue.

It is a well accepted fact by everyone involved withIt is a well accepted fact by everyone involved withEmeritus Investments that 15% of the Emeritus earningswill be used in communities to create sustainable valuein communities, as well as aid relief in specific areas ofneed.

Some areas that the Emeritus partners have beeninvolved:• Food Aid in communities• The hearing impaired• The visually impaired• The Legacy Centre sustainable vegetable garden• Various children’s rights organisations

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3.5. Broad-Based Black Economic

Empowerment (B-BBEE)

Emeritus is a black owned and managed entity.

Emeritus encourages transformation according to the B-BBEEcodes.

Emeritus follows the following strategy in order to add BlackEconomic value:

● Black ownership, management and control and EmploymentEquityEquity

● Preferential procurement i.e. procuring services, materialsand products from a company with a good B-BBEE status

● Skills development training of all black persons employed inthe company

● Enterprise development i.e. investing in and mentoringblack enterprises

● Socio-Economic Development i.e. assisting blackcommunities through the Emeritus foundation

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3.6. Consortium structure

Emeritus Investment

Holdings (Pty) Ltd

Bureldo Investments

(Pty) Ltd

Emeritus Investments

(Pty) Ltd

84% 16%

3.7. Bureldo Investments (Pty) Ltd (“Bureldo”)

Bureldo is an investment vehicle of the Partners and

Associates of Moore Stephens B & W, Pretoria (“Moore

Stephens”). The partners provide Emeritus with financial

and technical advice on proposed deals and provide

management assistance to investees.

Moore Stephens has a compliment of 50 staff members,

which includes:

• 8 Chartered Accountants(SA);

• 2 South African Institute of Professional Accountant

(“SAIPA”) members; and

• 30 graduate / post graduate staff member.10

3.8. Management structure

Emeritus investment Holdings (Pty) Ltd

Chairman Rafeek Evans

Chief Executive Officer Neven Hendricks

Chief Operating Officer Anne Brits

Executive Director Mavuso Msimang

Non-Executive Director Nicolette van den Heever

Emeritus Investments (Pty) Ltd

Chairman Mavuso MsimangChairman Mavuso Msimang

Chief Executive Officer Andrew Bennie

Chief Operating Officer Adolf Prinsloo

Non-Executive Director Anne Brits

Non-Executive Director Rafeek Evans

Bureldo Investments (Pty) Ltd

Executive Director Neven Hendricks

Executive Director Andrew Bennie

Executive Director Adolf Prinsloo

Executive Director Michael Wilson

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3.9. Management resumes3.9.1. Mavuso Msimang

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Chairman, iSimangaliso Wetland Park (A World Heritage Site)

Director, African Parks Network

Director, Peace Parks Foundation

Trustee, My Acre of Africa

Chairman, Blue Print Holdings (Pty) Ltd

Director, TISO Group

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Pre

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Director-General: Department of Home Affairs/South Africa

CEO State Information Technology Agency (SITA)

CEO South African National Parks (SANParks)

CEO Tourism KwaZulu-Natal

Executive Director, SATOUR (predecessor to SA Tourism)

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SA Tourism)Director: Umthombo Pride Trust (U-Pride)

Head Emergency Programmes, UNICEF

Country Director, CARE-Kenya

Head of Relief and Rehabilitation Programme, World University/CanadaCountry Director WUSC in Dire Dawa Ethiopia

Project Officer, World Food Programme, Nairobi KenyaUN Volunteer seconded to WFP in Zambia

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Master of Business Administration (Project Management) -United States International University, San Diego California

Bachelor of Science (Entomology and Biochemistry) University of Zambia

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Mavuso Msimang has for over 36 years managednational and international organizations at executivelevel. These organizations include UN agencies,NGO’s, state-owned entities and a department ofgovernment.

Since returning to South Africa in 1993 Mavuso hasbeen involved in the transformation and restructuringof state-owned entities, namely SA Tourism, SouthAfrican National Parks (SANParks), the StateInformation Technology Agency (SITA) and mostrecently, the Department of Home Affairs. He also setup the Tourism KZN provincial organisation.

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Prior to that he worked in international developmentfor UNICEF in Ethiopia as the Head of theEmergency Programme, the World Food Programmein Zambia and Kenya as a project officer and as a UNVolunteer. He also led international NGO’s: CAREInternational and the World University/Canada asCountry Representative in Kenya and Ethiopia,respectively.

Mavuso has established himself as a turnaroundspecialist, transforming organizations withperformance and credibility problems. He has earnedthe sobriquet of “Mr, Fix-it” as a result of thesuccessful transformation of ailing organizations. Hehas almost always been associated with challengingassignments, be it in the Ogaden in Ethiopia, inDarfur, Sudan or the remote regions of theDemocratic republic of Congo.

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Mavuso was recognized for services rendered to conservation and received the prestigious Fred

Packard Award, the highest such honour given by the IUCN World Commission on protected Areas.

“Transforming south African National Parks” - Achapter in a book co-authored by Mavuso

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chapter in a book co-authored by MavusoMsimang, Dr. H. Magome & Prof. JaneCarruthers, in the book entitled SOUTHAFRICAN NATIONAL PARKS – ACELEBRATION Horst Klemm Publications2003

A monthly column on management dynamics,written in SITA News, the SITA internalpublication;

Several articles on management andtransformation issues written in the SANParksinternal publication.

3.9.2. Rafeek EvansP

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Managing Director and Vice President India, MiddleEast and Africa CCL Industries

Partner and DirectorCO2 Energy Group

Partner and Director Brandpac Print Holdings

Managing DirectorLithotech, a division of Bidvest

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Ed

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Master of Business Administration

Certificate in Strategic Marketing

Principles of Managerial Finance

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Management and Cost Accounting

Project Management

Practical and Industrial Psychology

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35 years hands-on experience in the businessenvironment in various positions and includecomprehensive knowledge of all aspects ofmanufacturing, financials, Merges & Acquisitions andJoint Ventures.

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Rafeek has diverse experience and background as amanaging director, overseeing all facets of business.As winner of numerous awards in his leading positionin a top 300 listed Company in South Africa, he iswell poised to lead by example. He develops awinning strategy based on competitive ventures andfundamental customer needs; builds a greatmanagement team; inspires employees to achievegreatness whilst creating an organisation that isflexible and responsive.

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ROCCI Gold Winner for 2005 Business of the YearCorporate, Listed and Group Companies category

Several Bidvest and Lithotech awards

Top 300 Companies

Winner of WITS Business School ‘It’s My Business’

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“Most of us will never do great things, but we can do

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“Most of us will never do great things, but we can dosmall things in a great way.”

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“A true measure of your wealth includes all thebenefits others have gained from your success.”

3.9.3. Neven HendricksP

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COO Deloitte Corporate Finance and Advisory(Middle East) – a corporate finance / restructuringadvisory service practice

Partner, Corporate Finance, Deloitte South Africa

Head of Equities and Corporate Finance - NedcorInvestment Bank

Chief Executive Officer - Taquanta Group ofCompanies

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Chartered Accountant (SA)

FCMA (UK) professional qualification

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FCCA professional qualification

Bachelor of Accounting Science (B. Compt) and a Bachelor of Accounting Science (Hons) (Hons B. Compt) degrees from the University of South Africa

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Advising Gulf State’s pension fund on therestructuring of its operations end the set up of a newmanagement company in order to develop a ‘best inclass’ asset management operation.

Advising several entities in the manufacturing andfinancial services sector in the Gulf in therestructuring of their balance sheets in the wake ofthe global economic crisis.

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Acting on behalf of lenders in restructuring theoperations of distressed companies in the MiddleEast.

Development of a newly incorporated developmentand investment company based in Saudi Arabia andUK. Neven was a key driver in formulating a short-to-medium term business strategy, feasibility andmarket positioning of the new investment vehicle witha paid-up capital of $600 million.

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Sovereign Wealth Fund (“SWF”)– As part of aGulf state’s strategic aerospace program drivenby a SWF, along with a team of over twentyDeloitte consultants, Neven led this team whichadvised Senior Executives on various jointventures and off-take agreements with globalpartners worth over $500 million.

Leading KSA Real Estate DevelopmentSupport Company – Neven led the M&Aadvisory team to the Company’s shareholdersto search for the most suitable investor to

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to search for the most suitable investor tofacilitate a partial exit. This included developinga detailed information memorandum, arranginga road show to showcase the $110 millionoffering to select private equity investors.

Gulf State’s airport company (“airportcompany”) – Neven led the M&A advisory teamwhich advised the airport company to select ahotel operator and investor to develop theairport hotel for $50 million. This includedbuilding feasibility studies and then providingdeal structuring and negotiating advice.

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3.9.4. Anne BritsP

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d Executive Director CCL Industries

Partner and Director Brandpac Print Holdings

Marketing Director Lithotech, a division of Bidvest

Regional Director Royal Sechaba, a division ofRebserve

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National Diploma Industrial Accounting withCommercial and Corporate Law

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Anne has over 23 years of experience in variousbusiness sectors related to business operationalstrengths and weaknesses. Anne has led herteams with strong leadership qualities andexcellent organizational capabilities.

CCL Industries - Anne was one of the foundermembers of CCL South Africa as Executive andCommercial Director specializing in Growth,development sectors and delivery of new Technologyin South Africa. A wealth of knowledge in CorporateAccounts, Corporate Governance and Manufacturingoperations, she was also a key part of theestablishment of CCL India.

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Rebserve (Royal Sechaba) – Anne managed andcontrolled total responsibility of Business operationsin Gauteng, Mpumalanga, Limpopo Province, FreeState, Northern Cape and Namibia withapproximately 1100 employees reporting. She heldher first Exco position in 2003 at the age of 33. Shedelivered measurably improved business servicesthroughout with a vast increase in revenuedeveloping regional strategies on maximization ofprofits.

Extensive experience in the re-organization of entitiesand restructuring for maximum financial benefit,including knowledge of Industrial Labour processesand procedures.

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