| 1. | INTRODUCTION |
| 1.1 | The share trading mechanism for shares of Capespan Group Limited ("Capespan") will be done through the electronic trading platform which can be accessed via our website www.capespan.com by following the link called "Investor Relations". In terms of the Articles of Capespan all trades are required to be recorded on the trading platform and will be operated by certain approved brokers whose details appear under the "Brokers" link. |
| 1.2 | Shareholding in Capespan is unrestricted and may be freely traded (subject to provisions of the Articles of Capespan). |
| 1.3 | Shares will trade on a "matched-bargain" basis. This means that shares will only trade when a buyer and seller are both willing to trade at the same price. |
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| 2. | OPENING AN ACCOUNT |
| 2.1 | Before any transaction can be initiated, the potential buyer or seller has to open an account with one of the authorised brokers listed on the website and provide such broker with the necessary personal information required in terms of the Financial Intelligence Centre Act No 38 of 2002 ("FICA") as amended. |
| 2.2 | Please note that this manual contains generic information, but that the specific mandate entered into between a client and a broker will govern the terms of each transaction. |
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| 3. | TRANSACTIONS |
| | The trading platform will be operational between 09h00 and 17h00 from Monday to Friday. |
| 3.1 | Specific duties of Capespan |
| | 3.1.1 | Capespan shall provide the Authorised Brokers with access to the trading platform in order to enable it to trade in the shares and to comply with their obligations. |
| | 3.1.2 | Capespan shall be responsible for the maintenance of the trading platform. |
| | 3.1.3 | Capespan shall provide a link between the trading platform and Capespan's website which will result in the bid, offer and last traded price of the shares traded on the trading platform reflected on such website in real time. |
| | 3.1.4 | Capespan shall give notice of any suspension and/or delays in the trading of the shares and shall take all reasonable steps to ensure that trading resumes as soon as possible. |
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| 3.2 | Specific duties of the Authorised Broker |
| | 3.2.1 | The Authorised Broker shall only act on behalf of its clients in terms of its mandate with such clients. |
| | 3.2.2 | The Authorised Broker shall be responsible for the settlement of all transactions and shall make its clients aware of their settlement obligations. In the event that a client breaches his settlement obligations, the Authorised Broker shall remain responsible to the opposite Authorised Broker for settlement and the aggrieved Authorised Broker shall have direct recourse against the defaulting Authorised Broker. |
| | 3.2.3 | The Authorised Broker shall be responsible for the compliance with the provisions of FICA in respect of its clients. |
| | 3.2.4 | Before entering into any sale transaction whatsoever in respect of the shares, such shares shall be registered in the name of the Authorised Broker's Nominee Company. |
| | 3.2.5 | The settlement process is facilitated by the Authorised Broker and the latter shall liaise with the Transfer Secretary for registration of ownership in the name of the Authorised Broker's Nominee Company. |
| | 3.2.6 | The Authorised Broker shall keep record of all underlying beneficial holders of shares and shall reconcile the holding of such underlying beneficial shareholders with the total holding of shares in its Nominee Company. |
| | 3.2.7 | The Authorised Broker shall enter all orders for shares received from its clients into the trading platform and shall not offset willing buyers and willing sellers within its own client base. |
| | 3.2.8 | The Authorised Broker shall be responsible for the collection of securities transfer tax ("STT") from its clients and effecting payment thereof to the South African Revenue Services. |
| | 3.2.9 | The Authorised Broker shall report matched trades to its clients by means of a contract note. The Authorised Broker shall be responsible for providing its clients with statements confirming their shareholding and value thereof. |
| | 3.2.10 | Dividends on the shares shall be received by the Authorised Broker on behalf of its clients. |
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| 3.3 | Trading procedure |
| | 3.3.1 | The following information is required for every offer |
| | | • The quantity of shares to be bought or sold; • The period for which the instruction is valid (the maximum period is one month). The period is only applicable if the order cannot be executed immediately; • The price at which the shares are to be bought or sold. |
| | 3.3.2 | The current share price should be discussed with the broker, before the price is confirmed. The current price is a function of supply and demand and changes constantly and can therefore not be guaranteed. |
| | 3.3.3 | If a transaction can be executed immediately, the broker will state the quantity of shares bought or sold and confirm the price at which the shares were bought or sold. If not, the transaction will be valid for the time specified. If the transaction can be executed within this period, the broker will contact the client and confirm the details. Otherwise, the instruction terminates automatically. Thereafter, a new order must be placed. |
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| 4 | TRANSACTION COSTS |
| | Broker's fees and other transaction costs differ from broker to broker and must be confirmed with the specific Authorised Broker by a client before opening an account. |
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| 5 | SETTLEMENT AND PAYMENT |
| 5.1 | Settlement Obligations |
| | 5.1.1 | Settlement shall take place on the fifth Business Day after the trade date. |
| | 5.1.2 | The Authorised Broker shall transfer cleared funds for the settlement of purchases to the designated bank details of the settlement agent of the opposite Authorised Broker by no later than 14h00 on the fifth Business Day after the trade date, and shall provide proof of such deposit to the opposite Authorised Broker. |
| | 5.1.3 | The Authorised Broker shall, on the fifth Business Day after the trade date, upon the sale of shares, cause duly completed deeds of transfer to be delivered to the settlement agent of the opposing Authorised Broker by no later than 14h00. |
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| 5.2 | Clearance with selling of shares - sellers in possession of the share certificates |
| | 5.2.1 | When selling shares, it is important that the share certificate, as well as a Security Transfer Form (CM 42), reach the broker before the trade is placed in the market. |
| | 5.2.2 | When the quantity of shares sold is less than the quantity on the share certificate, only the quantity that is sold must be indicated on the Security Transfer Form (CM 42). The transfer secretaries will issue a new share certificate to the seller for the balance of the shares. |
| | 5.2.3 | Payment will be made in accordance with each Authorised Broker’s own policy and mandate agreed with the client. |
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| 5.3 | Contract note |
| | 5.3.1 | Immediately after the transaction closes a contract note will be sent to the buyer/seller. |
| | 5.3.2 | The contract note will comprise the following: |
| | | • The brokers account number; • Transaction date; • Settlement date; • Quantity of shares bought or sold; • Contract price; • Transaction cost: • Brokerage fee; • STT of 0.25% on the total value of purchases; and • VAT at the current rate of 14% of the brokerage fees. |
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| 5.4 | Rights of the buyer |
| | All rights and privileges will be transferred to the buyer from the date of the transaction. This means that the buyer will be entitled to all the dividends declared between the date of the transaction and the settlement date. |
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| 5.5 | Rights of the seller |
| | All rights and privileges with regard to the shares sold get transferred to the buyer as of the day of the transaction and not the settlement date. The seller is therefore not entitled to dividends declared between the date of the transaction and the settlement date. |