the advantage of certainty documents/cpu-a4-brochure_2018.pdfwhen moving securities from one market...

The Advantage of Certainty

Contents

Computershare South Africa 01

Complete Registry Management 03

Custodial Services 11

Navishare 11

Contact Centre 13

Professional Services 15

Corporate Actions 15

Plan Managers 16

Georgeson 17

Meeting Services 19

Company Secretarial Services and Boardworks 21

XBRL Solution 25

eStorage 26

Computershare Outsourcing Limited 27

Technology 29

Risk Management 31

Within today’s complex and uncertain global market, organisations face increasing pressure to improve the efficiency and effectiveness of their relationships with their most important stakeholders – investors, employees, members and customers.

To be successful, you need access to world-class services that remove the many barriers to attracting, retaining and servicing these valued and disparate groups. In Computershare you will find a single, global service partner who can help you navigate through regulatory and capital market structures with the flexibility required to meet your shifting business needs.

Supported by our proprietary technology and expertise in the global economy, we offer you broader opportunities and better solutions without the risk and complexities of dealing with fragmented solutions delivered by multiple service providers.

With Computershare you gain the certainty, ingenuity and the advantage to maximise the value of your relationships with stakeholder, wherever they are in the world.

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Computershare is the world’s largest global share registrar and leading provider of financial market services and technology to the global securities industry.

COMPUTERSHARE SOUTH AFRICA

Ownership

Computershare UK* 74% * 100% owned by Computershare Australia

Black Management Investment Company 26%

Computershare South Africa manages over 1.7 million shareholder accounts, providing share registry and custodial services, employee share plan management and investor relations for over 75% of the companies listed on the Johannesburg Stock Exchange. Computershare’s CSD Participant provides custodial services specifically tailored for the small private investor.

BEE

Computershare is dedicated to a global policy of social and economic development. We have made a substantial investment in South Africa and are committed to the principles of black economic empowerment as set out in the Financial Services Charter and the Empowerment Act.

In 2004 the Black Management Forum Investment Company acquired 26% of the equity of Computershare South Africa in an unconditional deal which is not subject to performance targets. The Black Management Forum Investment Company plays an active role in the process of growing our client base, transforming our management team and formulating procurement and equity employment policies.

Visit our website computershare.com to view our B-BBEE certificates.

INFLUENCING GLOBAL CAPITAL MARKET STRUCTURES

Computershare actively contributes to core industry matters across the globe. Working with governments, market regulators and other market participants in numerous countries, we are committed to improving market efficiencies.

These improvements offer benefits to both our clients and their investors through the establishment of best and fair practices, stronger corporate governance controls, improved register transparency and the equal treatment of investors.

In Computershare, you will find a partner dedicated to keeping you in touch with market developments through our seminars and workshops presented by experts.

With over 100 million global records currently under management, Computershare is the only provider using a single proprietary registry system to maintain securities records, including ordinary and preferred shares, Depositary Interests, American Depositary Receipts and employee shares. In South Africa we combine the services of our CSD Participant to administer both the certificated register and the dematerialised subregister.

Through the integration of our registry and enterprise systems we offer you greater process efficiencies, increased accuracy, improved compliance, reporting and expanded investor analysis.

We have established ourselves as the largest global provider by focusing expertise, resources and technology on registry services. This sharp focus has allowed us to maintain our reputation for industry leadership in client responsiveness, shareholder satisfaction and enduring value.

We are acutely conscious of the need to provide continuing high levels of service to both the companies for which we act and their shareholders. That is why we are structure for Issuer and Shareholder Services.

ISSUER SERVICES Issuer Services provides you with a dedicated Service Delivery Manager and a service delivery team staffed by people who are knowledgeable and experienced in the registry business. These are people who have grown with the industry and understand the complexities of an ever-changing market. They hold a wealth of current and historic information about your company.

Reports

A wide variety of reports, tailored to your requirements, is available. We build and reconstruct the monthly BND download data from Strate onto the register providing comprehensive reports of both certificated and uncertificated holdings. Ad hoc reports are provided at a small fee.

Payment of Dividends

We can manage all aspects of your dividend payments from calculation of disbursements to final reconciliation of the bank statement. We assist in producing stationery and manage direct credit payments or the printing and distribution of cheques, replacement cheques and payment advices. EFT files are created for electronic payments and forwarded to banks for processing. We encourage the use of direct credit payment methods for increased convenience and security, and to further reduce costs. Major holders are therefore contacted for banking details so that future payments may be made electronically. You will be provided with a dividend payment register in electronic format, a schedule of special payments and, should you choose, the dividend account will be reconciled to the bank statement.

Nominee Account Reconciliation and Client Allotments

Our duties include assisting nominee companies and banks with historic transaction enquiries for all holders who have sold, transferred or dematerialised their certificated shares. We effect allotments and balance the breakdown of certificated and uncertificated totals and issued share capital with the JSE Ltd and Strate.

Coordination of Document Mailing

Our services include two mailings per annum, covering your annual and interim reports. We manage the printing and checking of labels as well as liaising with the print house to ensure specifications are met. The service is provided for both certificated and uncertificated holders who have indicated that they wish to receive such mailings. An ad hoc Strate download, which you may obtain directly from Strate, is required for special scheme of arrangement circulars which are posted to all holders. In addition, we maintain mailing lists of your other stakeholders who wish to receive company information. As and when required, we arrange document deliveries to the JSE Ltd.

Bonds

We have a wealth of experience of the issue of bonds and global notes and are fully conversant with the processes and requirements.

eCommunication

eCommunication is not just about keeping in touch with developments, it’s about maximising the effectiveness of your communication strategy and meeting your

Complete Registry Management

SOLUTION PROVIDER

Through the integration of our registry and enterprise systems we offer you greater efficiencies, accuracy and expanded analysis.


shareholders where they are. Moving to eCommunication will also naturally cut your print and mail costs - but that’s only part of the story.

Communicating electronically is the innovative way to engage your shareholders at a more personal level. Your shareholders will receive information on a frequent basis making a significant contribution to positive investor relations.

By drawing on our experience in communicating to over 100 million shareholders around the world, together with our inhouse electronic delivery capabilities, you can reap the benefits of an effective shareholder communication strategy.

Maximising your cost saving opportunities

eCommunication brings down the cost of printing and posting your annual report. Shareholders who opt to go the electronic route are directed to your website and may download their own copy. Using another of our product offerings, Corporate Communication and Design, to produce your electronic annual report, will provide even greater economies.

Gain advantage from an end-to-end eDelivery solution

Our electronic delivery services provide access to creative solutions and communication consulting services. We will personalise and customise your broadcast emails to effectively and efficiently communicate with your shareholders to meet both statutory and ad hoc requirements. Annual reports, interim results and company announcements can be swiftly transmitted.

Increase shareholder loyalty

Communicating with your shareholders more frequently and in a more personalised fashion, can instil greater trust and loyalty in your corporate brand. The interactive capabilities inherit in electronic communications provides a richer investor experience for these important stakeholders. eCommunication positions your company as being at the forefront of innovation.

CROSS BORDER SOLUTIONS Dual listed companies Our global system provides a single platform for register maintenance and our live online link to offices across the world provide fast and efficient movements. Our cross border expertise ensures that secondary listings comply fully with the requirements of the main listing.

To maintain optimum investment and a competitive edge, many companies are seeking to expand their reach beyond their domestic market and gain access to international investment channels. At the same time, both institutional and individual investors are searching for means to diversify their portfolios by investing internationally, without incurring unnecessary risks and costs.

Computershare has built global solutions on the principles of removing barriers for global issuers and other capital market participants, offering more effective conditions to attract, retain and connect with potential investors. Despite the uncertainties and challenges within the capital markets, issuers can take comfort that global, purpose-built solutions are available to give them efficient access to these global markets, while simultaneously easing the burden of administration and eliminating the need to employ multiple service providers.

Cross Border Services

Removing the need to issue certificates when moving securities from one market to another.

As the world’s largest registrar, Computershare maintains direct electronic links with international Central Securities Depositories such as CREST, Strate, CDS, DTC, CHESS and FASTER.

The Cross border Services Team is our industry-leading processing infrastructure created specifically to support cross border capabilities.

Our cross border services capabilities remove the need to issue physical certificates when moving securities from one market to another and can be used where local market laws permit. We have Cross Border Services in South Africa, United Kingdom, United States, Canada, Australia and New Zealand.

Our combination of a global technology platform and the Cross border Services Team make Computershare the only organisation able to offer a simultaneous settlement flow between two or more markets.

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Computershare is the ideal partner for dual- and inward-listed companies.

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The benefits of our cross border service include

Cost Effectiveness

Helps avoid costly settlement penalties and charges if a market participant is unable to meet settlement obligations.

Reduced Risk

Our end-to-end capability eliminates the risk of not having securities to settle trade on settlement date.

Arbitrage Opportunities

Global capital market participants can manage settlements across more than two markets concurrently, opening the potential to segment and maximise trade and still achieve rapid cross-border settlement.

Cross Border Expertise

Computershare’s global presence and cross border expertise provide an unparalleled, multi- jurisdictional service, including access to cross border specialists within our Global Transaction Unit.

Cross Border Services SA

In South Africa our Cross border Services team has a wealth of experience in registrations and removals processing in the paper and electronic environments. We are particularly well versed in the specific procedures required by exchange control regulations.

We currently process registry removals for over 40 companies

> Liaise directly with CSD Participants and Brokers

> Process global transactions to Australia, Bermuda, Botswana, Canada, Ghana, Guernsey, Luxembourg, Malawi, Mauritius, Namibia, Nigeria, United Kingdom and Zimbabwe

> Document company specific procedures

> Balance branch, principal and dual listed company registers

> Deposit securities into CREST directly from South Africa

The ability to canvass motivations, predict activism and influence behaviour is key to unlocking the value of your shareholder relationships, giving you the insight to make better informed decisions.

Shareholder Services ensures that your register is maintained in compliance with the relevant regulations and promptly delivers the information on which you rely.

Specialised staff focus on the interests of your shareholders, maintaining their records and ensuring they receive excellent service when contacting us via phone, web, email or mail.


World leading integrated registry solutions to suit your share register, no matter the number of holders.

Correspondence

While many shareholder queries will be resolved over the phone, our Correspondence team members respond to written requests received via mail or email. Our Workflow system provides the routing, prioritising, tracking, audit trail and reporting requirements to ensure a consistent quality and timeliness in response to your shareholders.

Contact Centre

Telephone queries from shareholders are handled by the highly trained and multiskilled staff in our world class Contact Centre. With rapid escalation procedures for complex queries, our agents are able to provide comprehensive answers and quick turn-around for documentation.

Investor Centre

Investor Centre empowers your shareholders with user-friendly access to enquire their holdings online, simplifying the management of their portfolios. Not only may your investors enquire and review their South African holding history, but their portfolios will include cross-border holdings of issuers who use Computershare as Registrar.

Portfolio Summary of the latest share price, holding balance and value.

Holding Summary Summary of holding details and review transaction history.

Transaction Enquiry View transaction history.

Payment History View historic dividend records.

Information Price charts, history and news for listed companies.

eCommunications Provide email address and select communication preferences.

Downloadable Forms Online smart forms to be downloaded, printed and mailed to the registrar.

A key component of Computershare’s core business is ensuring privacy and data security for thousands of clients around the world. Our strict security measures include 128 bit SSL encryption and individual authentication which requires security holders to input their SRN with a matching postcode before proceeding. Investor Centre reduces your cost of service to your investors, minimising call centre queries and printed communication.

Walk-in Shareholder Services

Our consultants are ready to assist those shareholders who visit our premises, providing information, advice and service. We help them understand and complete forms such as the Custody and Settlement Mandate and explain Strate and FICA requirements. A large fund of historic information ensures that shareholders are provided with comprehensive information. We also provide register inspection facilities when required.

Dematerialisation

We manage the entire dematerialisation process for shareholders through a SAFE-TS frontend system linked to Strate and SCRIP. Maintaining and balancing the sub registers and share schemes are also part of our service.

Share Dealing Services

Shareholders with dematerialised holdings maintained in our CSD Participant sponsored by their issuer, may use our low-cost share deal routing services to buy and sell shares.

Lost Scrip Processing

Computershare has been instrumental in putting into place the facilities required for the replacement of lost or destroyed share certificates. Replacement requests are thoroughly investigated before the necessary indemnity form, together with clear instructions on the process to be followed, is forwarded to the shareholder. The forms are validated, insurance cover checked and, where necessary, forwarded to you for sign off. The new certificate is issued and sent to the shareholder by registered post.

Legal Requirements

Our specialised knowledge of the legislation and regulations governing the financial services industry means that we are geared to meet the legal requirements for register maintenance. You have the assurance that amendments to the register which are controlled by complex legislative requirements are fully compliant. Recently introduced legislation, the STT Transfer Act, has moved the onus for the payment of transfer duty from the shareholder to the issuing company. From 1 August 2008 transfer duty is to be paid electronically to SARS by the CSD Participant, Stockbroker or Share Registrar on behalf of the Issuer. Shareholders may not use revenue stamps, franking machine endorsements or bank guaranteed cheques to pay SARS. On your behalf, we ensure the collection of the duty and payment to SARS is within prescribed timeframes.

Transfers and Certifications

Recording the movement of the ownership of shares and issuing new certificates was the core business of the transfer secretary until the introduction of the electronic settlement environment. The large number of shareholders who have held onto their certificates means that we continue to provide these services. Broker and bank scrip transfer lodgements are received and receipted. Once the validation process is complete, shares are split into smaller denominations. The transfer is processed either into Strate or a new certificate is issued. We also monitor sub register movements of share trusts on the CSD Participant control account. The issue of share certificates, be it for splitting, block certification, rectification or rematerialisation, is carried out under tightly controlled conditions to ensure a high level of security.

Document Storage and Retrieval

The storage and easy retrieval of documentation is vital to our being able to effectively respond to queries. We maintain detailed histories of corporate events and acquisitions. Documentation received at our offices is scanned into our proprietary Workflow system and sensitive documents are securely stored. Electronic images are readily available for the performance of our operations.

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Custodial Services

Computershare is a company which actively contributes to core industry development and is dedicated to introducing improvements which benefit clients and their investors. We are geared to meet the demands of an ever changing market and, in response to the introduction of the electronic settlement environment, established Computershare Ltd in 2000.

As one of the original seven CSD Participants licensed under Strate to provide custodial services to institutional and private investors, Computershare is the ideal alternative for the discerning investor.

Computershare is an authorised Financial Services Provider and Participant regulated by the Financial Services Board and Strate Ltd. Our global expertise of dematerialisation, custody and settlement together with our established Strate interface, provides an excellent service. Considerable capital and infrastructure has been committed to ensure compliance with Strate. The combination of existing certificated services and those of our CSD Participant means that we are able to manage the entire company shareholder register. Shareholders have the choice of holding their shares in their own name whether they use our own-name custody services or our issuer sponsored own-name custody with telephone share deal routing services. They are also able to electronically lodge their proxies for shareholder meetings by accessing our website and using eProxy. Our wide range of services includes:

Electronic Record Keeping

Specialised domestic custody of securities in the paper as well as the dematerialised Strate environment. We are committed to straight through processing and SWIFT standards.

Clearing and SettlementContractual settlement through Simultaneous Final and Irrevocable Delivery versus Payment (SFI DvP). We provide settlement in the paper as well as the uncertificated Strate environment.

Asset AdministrationAn extensive range of innovative products is tailor-made to suit every financial situation with flexibility of choice for shareholders to maintain shares in own name or in the name of Computershare Nominees.

Income Collection and DistributionContractual payment of income is undertaken through standing instructions with cash flow prediction. The proceeds are credited to your nominated bank account.

Corporate EventsIndividual or standing instructions are acted upon and corporate actions, such as dividend payments, bonus issues, name-changes, takeovers, rights issues, are punctually and professionally executed.

Information ServicesTailor-made reports and statements to suit every client’s need.

VALUE-ADDED SERVICES

> Securities Lending

> Marketing Information, and

> Portfolio Valuation

> Internet access

CUSTODIAL SERVICES

Foreign Custody Contracts

Our agreement makes provision for:

> Indemnified assets and insurance in the event of loss

> Securities are held without lien or claim

> Assets are freely transferable without cost

> Records are identified separately

> Access to records in provided when necessary through

independent accountants

> Regular and tailor-made reporting

Computershare Limited is an authorised Financial Services Provider and Participant regulated by the Financial Services Board and Strate Limited

PROVIDING CERTAINTY

Computershare is a CSD Participant, licensed under Strate to provide custodial services to private and institutional investors.

DIVERSIFYING CORPORATE INVESTMENT STRATEGIES.

The Johannesburg Securities Exchange (“JSE”) moved to a T+3 settlement cycle in July 2016. The change relies heavily on the Securities Lending industry being able to supply securities against short positions to create settlement efficiencies. This rapidly accelerated the role of the securities lending industry in the market.

Computershare and Navigare Securities have combined their expertise to introduce a convenient securities lending desk, Navishare, for issuers who wish to maximise their investment earning capacity. Navishare affords you the opportunity of putting inactive securities to work, providing further liquidity to the market by temporarily transferring them to where they are needed to cover a short sale.

Securities Lending

› Shares are transferred from one nominee to another

› Beneficial ownership remains unchanged

› Entitlements continue to pass through to the issuer

› The loan is fully secured, fully collateralised with daily margin top-up

› Corporate actions and dividends are executed as usual

› The borrower is contractually obliged to return the securities within the standard

› market settlement cycle.

The Benefits

As well as playing an integral role in improving market efficiencies, securities lendersreap the benefits of:

› Earning fees from dormant assets

› Having the right of recall at any time

› Securities can still be traded

› JSE settlement move to T3 will increase volumes and therefore revenue

Navigare Securities (Pty) Limited provides sales and trading in equities and derivatives, corporate access and securities lending.



Contact Centre

Enhance your brand and drive stakeholder loyalty through Computershare’s contact centre services. Each year, Computershare’s Contact Centres across the globe are the first point of contact for over 17 million shareholders and other stakeholders, helping them to effectively manage their shareholdings and other requirements.

FIRST POINT RESOLUTION

Ensure the delivery of fast and accurate responses to shareholder queries using a skill based call routing system that directs calls to specific agents depending on their skill set. Our strategy is aimed at implementing initiatives which enhance caller interaction and allow our experienced agents to fulfil requests at the first point of contact.

DEDICATED CAMPAIGN CAPABILITIES

Inform, assist and influence your shareholders by using our specialised inbound campaigns team for all your corporate events, including proxy solicitation, IPOs and other corporate actions.

FLEXIBILITY AND SCALE

Take advantage of our ability to handle large call volumes with the flexibility to forecast spikes and proactively adjust staffing levels. Our experienced agents respond to over 4 000 calls every day and their client and industry-specific training ensures you will meet your business, operational and client objectives. We have put in place a disaster recovery framework that ensures business continuity at all times.

COMMUNICATION FOCUSED

An ongoing commitment to innovation geared to provide greater convenience and increased cost efficiency.

OUR PEOPLE

A staffing model based on a blend of permanent and flexi-personnel allows us to appoint agents whose profiles match the unique requirements of each client. Ongoing quality assessment and training fully equip them to handle complex and intricate calls and to support inbound campaigns in all eleven official languages.

TRAINING AND QUALITY ASSURANCE

We invest heavily in training, business planning and technology to continually improve our ability to meet the requirements of our client’s shareholders, employees, intermediaries such as brokers and custodians, and a range of other stakeholders.

Supplementary product-specific training in conjunction with clients and ongoing coaching, mentoring, and quality assessment equips us to conduct confident, professional and highly effective campaigns.

TECHNOLOGYThe advanced Avaya Communication Manager (Avaya) is designed as an open, scalable, and highly reliable telephony solution. Avaya gives us the flexibility to use specific applications best suited to meeting your business objectives. The Automatic Call Distribution feature and Avaya’s details reporting tool allow us to make informed decisions for optimal efficiency. Calls are monitored and recorded using the world’s leading integrated digital voice recording, indexing, storage and retrieval system, NICE.

This combination is a winning formula for customer satisfaction and first time call resolution.


Professional Services

To provide our clients with a leading advantage, we have developed a range of products and services based on our global expertise and capabilities.

CORPORATE ACTIONS

The complexities of corporate actions can be a real cause for concern for companies and have a significant impact on shareholders.

Computershare goes further than the standard service offered by traditional receiving agents, by providing a wide variety of value-added services and client management expertise. Our extensive experience, coupled with a global presence, help to make the corporate action process as painless as possible.

Whether your corporate action is a relatively simple offer or a complex acquisition, we have the cross-border network and expertise to produce fast, accurate results for your company.

Global presenceAs the only global registrar, we can execute all your transactions through our integrated network. We understand the complexities of cross-border dealing on foreign exchanges. Multi-jurisdictional payments in a range of foreign currencies are part of Computershare’s global offering.

End-to-end Project ManagementAn experienced Project Manager, working closely with your corporate advisors, oversees each stage of your corporate action from initial planning through to delivery.

Added-value servicesWe are able to offer you and your advisors a range of value-added services including proxy solicitation, consultancy and meeting services. We can also act as your information agent providing your shareholders with access to the information they need.

DRIPOur Dividend Reinvestment Plan allows your shareholders to reinvest their cash dividends by buying shares on the open market.

ExperienceComputershare is experienced across the corporate action arena including takeovers, schemes of arrangement, IPOs, depository interests and rights issues. We continually adapt to the changing market and pride ourselves on our use of technology to embrace industry and regulatory changes.

PLAN MANAGERS

The Total Plans Solution is designed to remove many of the barriers associated with the implementation of employee share schemes.

Gaining and maintaining employee engagement is a key concern for all employers in their attempt to attract and retain quality staff. A well-structured and managed employee share scheme can significantly improve employee retention rates by driving value, loyalty and ownership into the relationship, making it more attractive for employees to remain in the long term.

With over 3 000 share scheme clients and three million employee scheme participants worldwide, Computershare is at the forefront of employee and executive share plan solutions.

The end-to-end solution

Whether you are implementing a new share plan or looking to enhance your current offering, our expertise and global capabilities can assist with every aspect including the strategic planning, establishing and administering the trust, implementation, custodian services, vesting, movement administration and tax assistance. We provide employee communication and engagement campaigns to drive participation and promote self-service.

As the demand for management and compliance reporting continues to increase, we will provide you with a suite of system generated reports for internal and external use.

Comprehensive Trust Services

Computershare simplifies share plan administration with trust services that can help you navigate the complex regulatory environment, ensuring that the legal, tax and accounting standards are met.

We can help you with the formation of the trust and assist the Trustees in performing the required fiduciary duties, maintain trust records, attend and regulate trustee meetings, produce minutes, follow up on required actions and comply with other regulatory and fiduciary requirements.

We offset the administrative and compliance burden by providing comprehensive assistance and training covering aspects surrounding the formation and maintenance of a trust. Our services embrace the registration, amendment and termination of the trust, trustee appointments, trustee resignations, preparing financial reports and statements, income tax on share schemes and the distribution schedule for tax return purposes.

Plan Administration

Using our single integrated technology platform designed for share plan management, schemes can be consolidated under one roof, with low risk and at low-cost. Our experienced staff ensures plans are administered in accordance with rules and compliance requirements. Technology capability is continually developed and customised to meet the demands of clients.

A LEADING ADVANTAGE

Working together to find innovative solutions that suit your budget and your needs.


Investor Education

Experience has taught us that the success of a share plan lies in how well employees understand the benefits of investment. We draw on specialist in-house resources to develop investor education programmes that cater to the needs of diverse audiences.

We will simplify the contents of Trust deeds and present the information in a manner that everyone can understand. Our programmes are designed to ensure effective communication and are offered in a number of official languages to accommodate the needs of participants.

Total Employee Support

Your plan participants are supported throughout the life cycle of the share plan. Employee plan benefits are a “store of wealth” and part of personal wealth portfolios. Our contact centre, staffed by knowledgeable agents, provides employees with advice and answers to their questions and a low-cost share dealing service when the need arises. From offer open with personalised employee communication and investor advice to the personalised welcome packs as the offer closes, your employees will feel fully equipped to participate.

Types of schemes

> Share Option Plans (SOP)

> Share Incentive Plans (SIP)

> Share Purchase Plans

> Executive Share Plans

> Share Appreciation Plans

> Broad-based BEE Share Plans

> Other Share Plans

GEORGESON

Increases in foreign share ownership, the rise in shareholder activism and the global focus on corporate governance have placed more pressure on companies than every before to garner shareholder support for important resolutions. Simply mailing a proxy form and hoping for a response is no longer enough.

Proxy Solicitation

With over 70 years at the forefront of global proxy solicitation, we have unparalleled reach and local knowledge to help to achieve a successful outcome for your company. Don’t leave anything to chance.

Gather vital investor sentiment intelligenceWe will help to determine the voting intentions of your key investors with direct telephone contact and targeted messaging, enabling you to adapt your strategy to neutralise dissent.

Drive investor participationBy entering into direct dialogue with the appropriate voting authorities such as fund managers, beneficial owners or proxy advisors, we will actively solicit support and maximise voting participation.

Achieve your desired goalsWe will secure shareholder support ahead of books closing. Our services ensure that votes are lodged on time by the proactive shepherding of proxy instructions through multiple levels of nominee.

Provide certaintyWe achieve the best possible result for your company by maximising participation, minimising risk and providing certainty in the lead-up to shareholder meetings. With unparalleled experience in global proxy solicitation and cross-border management, you have the assurance that our highly experienced and multilingual team will guide and support your through every step of the project.

Information Agent

Maintaining communication with your shareholders, particularly during corporate actions, places a heavy burden on your resources. You can confidently leave this responsibility in our hands. Our inbound and outbound telephone campaigns, based on a fund of knowledge from past experience of major listed and unlisted companies, guarantees that your shareholders have access to the information they need.

Our operational approach covers all the angles from planning to execution, with flexible services, designed for proactive and responsive campaigns. Strategic consultation and tactical advice ensure that call handling procedures, scripts, question and answer sheets and operational and reporting templates meet your every requirement.

The sensitive nature of the projects we undertake requires discipline, flexibility and a very high level of integrity and professional delivery. We place a premium on agent training and world-class quality assurance monitoring. Agents undergo extensive script and quality assurance tutoring, are trained to handle and manage stakeholder calls and are tested before receiving or making a live call.

Thorough training underwrites our high standard of execution and continuous performance monitoring is a key element in meeting your objectives.

For the duration of the campaign, we will research media comment, briefing papers, stock exchange notices and other relevant documents. We provide comprehensive, timely analytical and statistical reports to plot stakeholder intentions, sentiment and trends. This provides the vital information needed to dynamically refine your campaign to ensure your objectives are met.

Shareholder Programmes

From Small Shareholder Dealing Programmes targeted at your small certificated holders to Post-Corporate Action Register Clean-up campaigns aimed at dissident shareholders, our targeted stakeholder communication services give you the advantage.

Professional Services


Meeting Services

Shareholder activism is on the rise, as is the political pressure on institutional investors to vote at company meetings. In fact, it is now considered good corporate governance for a company to actively encourage institutional and retail shareholders to attend meetings.

In this climate it is more important than ever that your company meetings are professional and efficient events in the corporate calendar.

With the ever increasing emphasis on transparent voting processes at key meetings and ballots, we can help you control costs and risk, and ensure accountability with our full suite of meeting management services. We provide clear management of your meeting milestones, from assisting in drafting the original shareholder notice to counting the final votes. Working in close cooperation with the company secretary, lawyers, advisors and sponsors, we manage the entire process and act as liaison with Strate, the CSD Participants and other relevant parties, providing legal, company secretarial and client relationship services.

THE MEETING

Planning with our specialist team before the meeting ensures that logistical and procedural requirements are met. We draw on a wealth of knowledge to prepare and script the Chairperson’s Agenda, providing the vital information on which the success of the meeting depends. Information such as the required number of attendees for a quorum, the quorum required for passing ordinary and special resolutions, the number of votes required to pass a resolution and notes on other procedural requirements are written into the agenda.

You can confidently leave the registration of shareholders and the validation of their proxies in our hands. We will process and scrutinise votes and provide the chairperson with the final outcome.

PROXIES

Regular updates on proxies and letters of representation allow you to gauge expected shareholder response and to plan accordingly. Certificated shareholders and those whose shares are held in our CSD Participant have the convenience of recording their proxies electronically using our eProxy website. Georgeson proxy solicitation campaigns will also help in maximising shareholder participation and gaining support for your resolutions.

EMMS

eMMS, Computershare’s electronic registration, voting and real-time reporting system, takes meetings to the next level. A first for South Africa, this interactive system demonstrates to your shareholders your commitment to transparency and good corporate governance.

Each delegate is registered via keypad and smartcard and automatically linked to voting profile. Confirmation of registered votes is sent instantly to shareholders’ keypads and poll results are available as each resolution closes. The final results are displayed within seconds.

Manage every aspect of your meeting and voting with full regulatory compliance using Computershare’s electronic meeting management system.

BenefitsOur knowledge and insight are the basis for the pro-active solutions we develop to keep our clients one step ahead.

CertaintyResults are available on poll rather than on ‘show of hands’; there is no need for contingency arrangements in the event a vote is lost. The principle of one share, one vote creates a truly democratic process.

Speed and efficiencyRegistration, counting and poll results are automated and reports can be produced within minutes providing final results without delay.

AccuracyAutomated data capture and computerised checks mean that enquires are answered fully and quickly. There is a full audit trail of attendance and voting.

ConfidenceAs each vote is received, a message is displayed on the keypad screen confirming to delegates that their votes have been registered.

VersatilityCompany meetings, union meetings, medical aid scheme meetings, indeed, any gathering involving registration, vote counts and reporting, can benefit from using eMMS.

Features

IntegrationAttendee entitlement data is derived directly from the registrar of shareholders. Proxy votes are imported as at the formal cut-off date and are pre-registered onto the system.

RegistrationShareholders, corporate representatives and proxies are quickly registered onto the system on arrival.

Keypads and smartcardsKeypads and smartcards are issued on site, linking the attendee with the appropriate account on the register.

Detailed audit trailA detailed audit trail provides a live and proxy vote breakdown and any part of the process may undergo detailed scrutiny.

THE NEXT LEVEL

Helping you commit to transparency and good corporate governance.


Company Secretarial Services and BoardWorks

COMPANY SECRETARIAL SERVICES

Disclosure

Company legislation requires certain disclosures are regularly made. We offer a cost effective service that can be tailor-made to deal with these recurring obligations.

> An initial audit to establish a sound record keeping system

> Implementation, maintenance and administration of system

> Providing relevant updates from ICSA

> Lodging of annual returns as well as routine company information as required by CIPRO. Our fees are flexible and will depend on the scope of work required

> A directors’ information pack will be provided to ensure that the board is kept informed on a regular basis of relevant industry developments

Company Meetings

With the ever increasing emphasis on transparency at company meetings, it is more important than ever to ensure that all aspects are professionally managed. Our comprehensive meeting services can lift this burden with:

> Collation and distribution of board meeting packs

> Drafting of resolutions

> Attendance and minuting of meetings by a professional

> Digital recording of the entire proceedings is provided to you on a compact disk

> Directors Services

> This product ensures that your company complies with section 234 of the Companies Act of 1973, as amended, which requires directors to disclose their interests in contracts. The services ensures that the director’s current disclosures are recorded and are up to date and accurate

Today’s demanding regulatory environment requires rigorous management to maintain effective corporate governance, regulatory and compliance standards. With Computershare’s tailormade secretarial services you can gain maximum benefit from our focused intellectual capital base and specialist administrative solutions.

We have established ourselves as the world’s largest and leading provider by focusing expertise, resources and technology on delivering seamless solutions to the market.

GETTING IT RIGHT

Make sure you meet your obligations with our tailored services.

Value Add

We have established ourselves as the world’s largest and leading provider by focusing expertise, resources and technology on delivering seamless solutions to the market. A complimentary suite of products includes:

> Control costs and risk and ensure accountability by having your meetings facilitated by our professional meeting management team with the option of “show of hands” or electronic voting.

> Proxy solicitation campaigns to maximise shareholder participation and gain support for your resolutions

> Annual report design and production


BENEFITS

BoardWorks is fast and efficient, bringing savings in the long run and many more benefits.

One Click AccessOne click access to entire board books, individual pages, meeting information and executive questionnaires Switch between multiple corporate boards with ease.

Efficient > Reduced paper usage and waste

> Instant delivery of board packs including the option to distribute in stages as complete

Available Anytime > 24 hour access to current and past board materials

> Access possible anywhere in the world.

ADVANTAGE

Using BoardWorks can save time – new meetings may be quickly prepared by cloning existing agendas, creating and automatically tabulating surveys or consents on proposed resolutions and providing instant notice of last minute changes.

CONFIGURABLE TO YOUR NEEDS

BoardWorks’ flexible end user interface can be configured to suit the needs of directors, executives and management team members with a streamlined look customised to reflect your organisation’s brand. The user interface is dynamic for different users - the secure data libraries are easily made available to authorised people yet invisible to others, creating a personalised Board Portal for each BoardWorks user. For members who sit on multiple boards, BoardWorks allows them to view multiple meetings and documents from different organisations using the same log-in criteria. A real time saver!

SECURE STORAGE AND DELIVERY OF INFORMATION

BoardWorks employs cutting edge technology and security, protecting the integrity and confidentiality of information no matter where it moves, who accesses it or how it is used. Both executive and non-executive staff and directors are able to collaborate on confidential materials, free from the risk of their being intercepted or lost in transit. Documents in BoardWorks are encrypted on the server as well as during transmission to give you peace of mind.

ARCHITECTURE

Current and historical board materials are stored on Computershare’s secure, world class SAS 70 II certified hosting facility in the United Kingdom and protected by our 24/7 firewall.

The foundation is SharePoint Portal Server 2003 and Microsoft SQL Server; confidential data is protected by a series of firewalls and authorisation and authentication is provided by standard Microsoft infrastructure. Data backups are taken every 15 minutes.

SECURITY

BoardWorks delivers first rate security and is undoubtedly a safer solution than paper board packs. Premium security is delivered using a number of technologies, including;

> Physical network security – the web server is protected by a firewall and content is stored on a separate server behind a second firewall Authentication – handled by Microsoft’s Active Directory.

> Secure Sockets Layer (SSL) – is an encryption mechanism to encrypt network traffic while en route from the server Isolated forest – this solution is deployed in a separate Active Directory Forest.

> DRM – provides the ability to restrict at a document level, to print, save, forward by email and copy documents, as well as the ability to define expiration dates for documents.

BoardWorks is a leading board portal solution.

BoardWorks incorporates the highest levels of security and is fully compatible with the Apple iPad, BlackBerry and other Windows systems.


eStorage

The storage and retrieval of historical paper documents is often costly, inefficient and time-consuming. eStorage is a simple electronic alternative that provides instant desktop access to the information you need. Documents are scanned using state-of-the-art equipment in a controlled environment to ensure confidentiality and minimise risk. Scanned documents are loaded onto our system, indexed and scrutinised for redundancy.

BENEFITS

> Information is accessible via web browser within seconds of request anywhere in the world.

> Documents are cross-referenced according to multiple search criteria providing easy retrieval.

> An individual shareholder search facility downloads a complete documentation record relating to a specific shareholder.

> eStorage is a system that provides easy access to records, so that shareholder queries can be quickly and efficiently resolved.

> Multi-level security and full audit trails help to reduce risk and enhance corporate governance.

> The controlled destruction of unnecessary documents ensures that originals of statutorily required documents are the only paper kept.

> Electronic storage provides easy retrieval of data for reporting and statistical purposes.

> eStorage is environmentally-friendly and in line with modern information storage practice.

Computershare eStorage is a partnership with PT Investments (Pty) Ltd trading as Raven Imaging - an information technology company with an impressive track record in document scanning and management. Raven Imaging’s client list includes DHL Worldwide, Standard Bank Group, Momentum, Vodafone and the PIC. Raven operates in partnership with SoftCo, a leading international supplier of workflow and document management solutions to more than 900 global clients.

Improving how you manage paper in your business, streamlines the flow of information resulting in faster and better decisions.

eStorage is the simple electronic alternative; providing instant desktop access to the information you need.

XBRL Solution

Our flexible XBRL Solution offers you an easy to use Excel template to generate the required tagged documents for your CIPC filings. The template is based on the manner in which you have produced your annual financial statements in the past - simply enter your figures and you are ready to go! Whatever the size of your company and its reporting requirements, be it Full or SME International Financial Reporting Standards, you will be able to generate:

Statement of Financial Position > Current and on-Current

> Order of Liquidity

Income Statement > By Nature

> By Function

Should you experience difficulty with the process, we will be there to help. Once you have populated the template and sent it to us, we will need two weeks to validate the information and to generate the iXBRL file which will be submitted to the CIPC on your behalf.

Changes to International Financial Reporting Standards We are aware that changes to International Financial Reporting Standards are to be introduced next year but the template will be quickly updated to accommodate the additional information.

Global trend South Africa is at the cutting edge of a global movement to harness XBRL’s powerful analysis potential. In the U.S. some companies are already required to submit their Securities and Exchange Commission filings in XBRL and indications are that the UK and Europe will follow suit in 2020.

Who needs to lodge annual financial statements with CIPC?

The financial statements of the following companies must be audited:

> all public companies;

> all companies that have elected to have their financial statements audited;

> any profit or non-profit company if, in the ordinary course of its primary activities, it holds assets in a fiduciary capacity for persons who are not related to the company, and the aggregate value of such assets held at any time during the financial year exceeds R 5 million;

> any non-profit company, (if it is a state owned entity or entity incorporated by an organ of state); or

> any other company whose public interest (“PI”) score in that financial year, is 350 or more, or is at least 100, if its annual financial statements for that year were internally compiled.

Computershare always takes a proactive approach to market developments and in providing clients with innovative products and services that help them focus on their core business. CIPC’s requirement that, from 1 July 2018, annual reports be lodged in XBRL and no longer in PDF, could pose a challenge to many companies.

We’ve joined forces with EOH to bring you a convenient and cost effective alternative.

Other Comprehensive > Before tax

> Net of Tax

Cash Flow > Direct

> Indirect


Computershare Outsourcing Limited

Computershare Outsourcing was approved as the first CSP of the JSE on 30 January 2001 and currently provides back-office services to a growing number of stockbrokers. Computershare Outsourcing is independent, without links to stockbrokers or banks (other than those who are clients) and acts only as agent in conducting the back-office functions for stockbrokers.

We complement the business of our clients by:

> meeting their financial resource requirements

> providing the controls required by the Directives of the JSE

> enabling the stockbroker to substitute a fixed overhead with a variable per settlement charge

> offering other outsourcing opportunities to enable them to further streamline their businesses

Originally aimed at smaller brokers who do not have the staffing resource, outsourcing of the back office is now an attractive alternative for the larger brokers. Outsourcing is far more cost effective than maintaining a large, expensive back office for what, under Strate, is a complex operation. Our services cover every aspect of the administrative process.

CUSTODY SETTLEMENTS

> Strate approved securities

> Trade monitoring

> CSD Participant reconciliations

> Settlement

> Securities lending transactions

> Portfolio transfers

> Account transfers

PHYSICAL SCRIP

> Registrations

> Dematerialisations

> Exchanges

> Upliftments

> Lost shares

> Unlisted share custody and settlement

The introduction of Strate brought with it changes to the custody and settlement functions of JSE Members. The Custody Services Provider membership class was introduced by the JSE to ensure that a high level of internal controls, with adequate financial and staff resources, is maintained by stockbrokers who wish to have control over clients’ assets.

KRUGER COINS

> Settlements

> Custody

BANKING AND RECONCILIATIONS

> Daily bank reconciliations

> Payments and receipts

> Journal processing

CORPORATE EVENT PROCESSING

> Elective events

> Unlisted stocks

> Physical scrip

> Warrants and share instalments

For those JSE members who have selected Computershare Custodial Services as their CSD Participant and Computershare Outsourcing as their back office agent, we are confident that we are able to offer a superior, competitive and cost-effective custody and settlement function.

Computershare Outsourcing Limited is an approved Custody Services Provider regulated by the JSE Limited

COST EFFECTIVE

Outsourcing is far more cost effective than maintaining a large, expensive back office for what, under STRATE, is a complex operation.


Technology

Our world-class proprietary registry system links directly to stock exchange settlement systems, maintaining up-to-date records of company registers in real-time - facilitating the services companies expect of a registrar. SCRIP has been designed to cater for all registry services, from data entry, inquiries and reporting to more specialised services such as company meetings, employee share plans, dividends, rights issues, bonus issues, floatations and much more.

An ongoing commitment to innovation directly benefits our clients and their shareholders. We are focused on developing new technologies and processes that will substantially improve clients’ ability to effectively manage and communicate with their shareholder base.

WORKFLOW

Imaging and Workflow software helps us to improve customer service and responsiveness, reducing costs and risk. Intelligent character recognition technology is used to create electronic images of incoming documents. The images are transmitted to the relevant work area for processing within the Workflow environment, allowing us to efficiently manage processing workloads and personnel. Workflow removes the risk of error inherent in paperbased work and ensures that the right work is done at the right time, by the right people, in the right order.

ELECTRONIC DATA CAPTURE (EDC)

EDC is able to scan many document types and provides Workflow with the images and data captured during the process.

As expected of a world class service provider, we constantly review internal processes to ensure every opportunity is taken to capture best practice, reduce cost, improve service and reduce risk.

ISSUER ONLINE

Accessible, quality information delivered in a timely manner is vital for the effective management of any register. Issuer Online, our leading web portal, offers you immediate access to important shareholder data and reports. Information is updated in real time after transactions have been processed through our proprietary database management system. Holder information is protected by comprehensive security measures, including password protection and data encryption that locks out unauthorised access.

Issuer onLine not only keeps you up-to-date with your registers, there is also valuable information such as the share price of other Stock Exchange listed companies which use Computershare as registrar. Graphical information of price and volume from nominated date for various classes of shares, shareholder searches for details and top 10 or more holders are just some of the benefits.

With Issuer Online, you will have round the clock access from anywhere in the world to your holder information, including registration details, reinvestment plan elections, payments and payment instructions.

SCRIP, our registration system, provides the backbone for our global businesses, enabling us to efficiently and effectively administer company registers and employee share plans with a truly global appreciation and flexibility not found with third-party systems.

INVESTOR CENTRE

Providing self-service options is an effective way of allowing your shareholders to manage their holding information. Empower your shareholders with Investor Centre, a secure web-based service, available 24/7. Registration is simple and, once registered, shareholders have a single point of online access to their complete portfolio of holdings.

Shareholders may access a variety of secure personal and holding information through Investor Centre, including:

> Holding balances both current and historic

> Holding statements and dividend advices

> Current holding address

> Payment history

> Transaction history

> Share prices and graphs against selected indices

> Company news and profiles

> Online smart forms to be downloaded, printed and mailed to the registrar

A key component of our business is ensuring privacy and data security for thousands of clients around the world. Our strict security measures include 128 bit SSL encryption and individual authentication which requires shareholders to input a SRN with a matching postcode before proceeding.

BUSINESS PROCESS OUTSOURCING SOLUTIONS

In addition to our tailored solutions, we also draw on the strength of Computershare’s operational and technology capabilities to cater to a diverse range of business process outsourcing requirements.

The integration of our contact centre, scanning and electronic data capture technology (with a capacity of 150 000 items per day) and our online archive and retrieval system, allows us to tailor cost-effective, accurate and low-risk solutions for inbound and outbound communications, such as customer acquisition and traffic infringement notices.

Whether undertaking a multi-jurisdictional corporate action, proxy solicitation campaign, or attempting to navigate complex capital market structures; or whether you are looking to improve efficiencies in managing your stakeholder base, retain customers, or recognise and reward your employees, you can draw on our world of experience, whenever and wherever you need it.

SUPERIOR TECHNOLOGY

Our services are underpinned by our fully integrated technology division.


Risk Management

COMPLIANCE

Computershare South Africa has an independent compliance function structured in terms of the Financial Advisory and Intermediary Services Act of 2002, Strate and JSE Rules as well as other relevant legislation. In recognising our responsibility to clients and other stakeholders, we are committed to high standards of integrity and fair dealing in the conduct of our business. We are committed to complying with applicable requirements and always act with proficiency and due professional care. Our Compliance Department ensures continuous management of regulatory risk and regulates formal internal policies, procedures and business practices.

Computershare is an authorised Financial Services Provider (FSP) licensed in terms of the Financial Advisory and Intermediary Services Act, 2002 (FAIS). In addition, we are licensed by Strate (Pty) Limited as a Central Securities Depository Participant (CSD Participant) and as a Custody Services Provider (CSP) in terms of the JSE Rules. Our Compliance Officers performs duties in accordance with legislation and JSE or Strate Rules and Directives to ensure the business complies with regulatory requirements.

INTERNAL AUDIT AND FORENSIC AUDIT

Our global Internal Audit department understands the key risks associated with our business and ensures that internal controls are appropriate and rigidly applied. The department constantly monitors transactions to ensure compliance with controls as well as to identify fraud, money laundering and other illegal activity. The South African Compliance and Internal Audit team has a particular understanding of local conditions and works closely with security services and authorities. The team has played a significant role in the detection, apprehension and conviction of syndicates and perpetrators of illegal activities.

RISK MANAGEMENT

The Department adopts an Enterprise Risk Management (ERM) approach to Risk Management in accordance with the guidelines provided by the Australian holding company. The company is publicly listed in that territory, and accordingly governed by the Australian Stock Exchange (ASX) rules and regulations relating to good governance and best practice.

A Risk Management structure is in place. The Risk Sub-committee (RSC) meets on a bi-annual basis. The RSC maintains a risk register that includes all identified risks and any emerging risks are added as and when required. Any High or Extreme risks are escalated to the Risk Committee appointed by the Board of Directors and ultimately any outstanding issues are brought to the attention of the Audit Committee.

As a global registrar and market leader in South Africa, Computershare’s knowledge of the industry and compliance environment is extensive. Our global business continuity strategy is designed to proactively identify, measure and manage threat. The implementation and monitoring of the risk management process is integrated into the day-to-day activities of the company.

MANAGING RISK

Our global business continuity strategy is designed to proactively identify, measure and manage threat.

RISK MITIGATION

Computershare recognises that some aspects of risk require independent cover and has substantial global comprehensive insurance.

DISASTER RECOVERY

Computershare aims to protect staff, clients and assets from any form of business disruption which may cause injury, loss or damage. Business continuity plans have, therefore, been formulated to minimise interruptions to business activities and to protect critical processes from the effects of major failures and disasters with the minimum impact on our clients. A fully functional Disaster Recovery Site is maintained, where electronic tapes of the records are stored on a daily basis. In addition, the system is backed up daily in the United Kingdom and records stored at a Disaster Recovery Site in that country. Disaster Recovery testing is conducted bi-annually to ensure that personnel are fully trained and that the system is operational.

FINANCIAL INTELLIGENCE CENTRE ACT, 2001

Our business is fully geared to uphold the legal requirements of the Financial Intelligence Centre Act, 2001 (FICA). Our system has been developed accordingly and, since the introduction of the legislation, we have ensured that new and existing investors have met the “Know your client” requirements.

FINANCIAL ADVISORY AND INTERMEDIARY SERVICES ACT, 2002

We fully subscribed to the FAIS code of conduct for financial service providers and have adopted the consumer protection measures stipulated in the code.

For more information on our consultancy services, proprietary

databases and customisable tools, please visit our website

www.computershare.com