Mvelaserve Limited

(Incorporated in the Republic of South Africa) (Registration number 1999/003610/06) JSE Share code: MVS ISIN: ZAE000151353

(Mvelaserve or the Group)

PRE-LISTING STATEMENT
The denitions and interpretations set out on pages 10 to 14 of this Pre-listing Statement apply mutatis mutandis to this section of the Pre-listing Statement. Prepared and issued in terms of the Listings Requirements of the JSE Limited relating to the listing of the entire issued share capital of Mvelaserve on the JSE. Proposed Listing Date on the JSE from the commencement of business on Monday, 29 November 2010

This Pre-listing Statement is not an invitation to the general public to subscribe for or purchase Mvelaserve Ordinary Shares, but is issued in compliance with the Listings Requirements and with the Companies Act for the purposes of giving information to the public with regard to Mvelaserve. This Pre-listing Statement has been prepared on the assumption that the ordinary and/or special resolutions proposed in the notice of general meeting forming part of the circular to shareholders of Mvela Group dated 27 October 2010, which is enclosed in the same envelope with this Pre-listing Statement, will be passed at the general meeting of shareholders of Mvela Group to be held on Thursday, 18 November 2010, and that the special resolution, if included, is registered at CIPRO, and that the Unbundling (the details of which are reflected in the Mvela Group circular), will accordingly be implemented. This Pre-listing Statement should be read in conjunction with the Mvela Group circular. The Listing is conditional on: the registration of the special resolutions passed by Mvelaserve Ordinary Shareholders related to the alteration of the share capital of Mvelaserve, as detailed in paragraph 39 to this Pre-listing Statement, by CIPRO; the passing, by Mvela Group shareholders at the Mvela Group combined general meeting, of the requisite resolutions required to approve the Unbundling; and the registration of any special resolutions passed by Mvela Group shareholders related to the Unbundling by CIPRO (if required). At the Listing Date the authorised share capital of Mvelaserve will comprise 500 000 000 Ordinary Shares with no par value. Mvelaserve will have an issued ordinary share capital comprising 141 561 673 Ordinary Shares with no par value. There will be no other class of shares authorised or issued by Mvelaserve at the Listing Date. All the Ordinary Shares in Mvelaserve rank pari passu in all respects, and all have equal rights to participate in capital, dividend and profit distributions by Mvelaserve. The Ordinary Shares are fully paid-up and freely transferrable. Mvelaserve does not have any treasury shares. Approval of Mvelaserves application for the listing of 141 561 673 Ordinary Shares in the Business Support Services sector of the JSE lists, under the abbreviated name Mvelasv JSE code MVS and ISIN: ZAE000151353 has been granted by the JSE, subject to fullment of the conditions precedent referred to on page 9 of this Pre-listing Statement. It is anticipated that the Listing will become effective from the commencement of business on or about Monday, 29 November 2010.. The Ordinary Shares will only be traded in electronic form and as such all shareholders who elect to receive Ordinary Shares in certificated form will have to dematerialise their certificated Ordinary Shares should they wish to trade therein. The Directors, whose names are given in the Corporate information section of this Pre-listing Statement, collectively and individually, accept responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this Pre-listing Statement contains all information required by law and the Listings Requirements. Each of the investment bank and sponsor, legal advisers, reporting accountants and auditors, and transfer secretaries have consented in writing to act in the capacities stated and to their names being included in this Pre-listing Statement and have not withdrawn their consent prior to the publication of this Pre-listing Statement. The reporting accountants and auditors have consented to the inclusion of their reports in the form and context in which they appear and have not withdrawn such consent prior to the publication of this Pre-listing Statement. Copies of this Pre-listing Statement are only available in English and may be obtained during normal business hours from the date of this Pre-listing Statement until 26 November 2010 from the registered office of Mvelaserve, and the offices of the investment bank and sponsor, the addresses of which are set out in the Corporate Information section of this Pre-listing Statement. Investment bank and sponsor Legal advisers Reporting accountants and auditors Debt structuring advisers

Date of issue: Wednesday, 27 October 2010

IMPORTANT LEGAL NOTES

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Many of the statements included in this Pre-listing Statement are forward-looking statements that involve risks and uncertainties. Forward-looking statements may generally be identified by the use of terminology such as may, will, expect, intend, plan, estimate, anticipate, believe, or similar phrases. Other than statements of historical acts, all statements, including, among others, statements regarding the future financial position of the Mvelaserve, business strategy, projected levels of growth in its market, projected costs, estimates of capital expenditures and plans and objectives of management for future operation, are forward-looking statements. The actual future performance of Mvelaserve could differ materially from these forward-looking statements. Important factors that could cause actual results to differ materially from these expectations include those risks set out in Part E of this Pre-listing Statement headed Risk factors, as well as other matters not yet known to the Directors or not currently considered material by them. Forward-looking statements should not be relied on and are deemed to be of no force and effect. Any reliance placed on forward-looking statements should be circumscribed and qualified by the contents of the cautionary statements made in this Pre-Listing Statement. Moreover, unless the Board is required by law or the Listings Requirements to update these statements, they will not update any of these statements after the date of this Pre-listing Statement, either to equate them to actual results or to changes in their expectations. Special note regarding date of information provided Unless the context clearly indicates otherwise, all information provided in this Pre-listing Statement is provided as at the Last Practicable Date.

CORPORATE INFORMATION

Directors of Mvelaserve M S M Xayiya (Executive Chairman) J M S Ferreira (Chief Executive Officer) G E Rth (Chief Financial Officer) O A Mabandla * S Masinga * N Mbalula * F N Mantashe * G D Harlow * M J Schermers # P A M Mahlangu-Armstrong # Y Z Cuba # * Independent non-executive Appointed as a director of Mvelaserve with effect from the Listing Date. # Current directors of Mvelaserve who will resign with effect from the Listing Date. Investment bank and sponsor Investec Bank Limited (Registration number 1969/004763/06) Second Floor, 100 Grayston Drive Sandown Sandton, 2196 (PO Box 785700, Sandton, 2146) Reporting accountants and auditors PKF (Jhb) Inc. (Registration number 1994/001166/21) 42 Wierda Road West Wierda Valley Sandton, 2169 (Private Bag X10046, Sandton, 2146) Debt structuring advisers Nedbank Limited (Registration number 1951/0000009/06) 135 Rivonia Road Sandown Sandton, 2169 (PO Box 1144, Johannesburg, 2000)

Company secretary and registered office Mvelaphanda Management Services (Proprietary) Limited Registration number 2000/012781/07 28 Eddington Crescent Highveld Technopark, Centurion, 0169 (PO Box 67501, Highveld, 0169)

Legal advisers Cliffe Dekker Hofmeyr Inc. (Registration number 2008/018923/21) 1 Protea Place Sandton, 2196 (Private Bag X7, Benmore, 2010)

Transfer secretaries Computershare Investor Services (Proprietary) Limited (Registration number 2004/003647/07) Ground Floor 70 Marshall Street Johannesburg, 2001

CONTENTS

Page IMPORTANT LEGAL NOTES CORPORATE INFORMATION SALIENT INFORMATION DEFINITIONS AND INTERPRETATIONS PRE-LISTING STATEMENT PART A:THE BUSINESS OF MVELASERVE 1. Nature of business 2. Key strengths 3. Mvelaserves strategies for growth 4. Incorporation and history 5. Group structure and business units 6. Major and controlling shareholders 7. Prospects 8. Rationale for listing 9. Key investment considerations 10. Black economic empowerment 11. Information technology 12. Employees 13. Training programmes 14. HIV/Aids 15. Corporate social investment 16. Regulatory environment PART B: MANAGEMENT AND CORPORATE GOVERNANCE 17. Directors and management 18. Appointment, qualification, remuneration and borrowing powers of directors 19. Directors interests in the share capital of Mvelaserve 20. Directors interests in transactions 21. Management lock-in 22. Corporate Governance Inside front cover 1 5 10 15 15 15 16 16 17 18 23 24 24 25 25 25 26 26 27 27 27 32 32 35 36 36 36 36

Page PART C: FINANCIAL INFORMATION HISTORICAL FINANCIAL INFORMATION, PRO FORMA FINANCIAL INFORMATION AND DIVIDEND POLICY 23. Historical financial information 24. Loan capital and material loans 25. Dividends and dividend policy 26. Material changes 27. Working capital statement PART D: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS 28. Revenue 29. Operating costs 30. Operating profit 31. Depreciation 32. Employee costs 33. Finance costs 34. Taxation 35. Cash flow analysis 36. Analysis of statement of financial position PART E: RISK FACTORS 37. Risks related to Mvelaserves business PART F: SHARE CAPITAL 38. Share capital 39. Alterations to share capital in the past three years 40. Ordinary shares issued otherwise than for cash 41. Options or preferential rights in respect of shares 42. Previous offers PART G: PARTICULARS OF THE LISTING 43. Listing of Mvelaserve Ordinary Shares on the JSE 44. Exchange Control Regulations 45. Dematerialisation of Mvelaserve Ordinary Shares 46. Strate PART H:TAX AND EXCHANGE CONTROL 47. Taxation issues 48. Exchange Control 49. Unbundling 50. Tax consequences in respect of the Unbundling

42 42 46 46 46 46

47 48 48 48 48 48 49 49 49 49 50 50 53 53 54 54 54 54 55 55 55 55 55 56 56 59 60 61

Page PART I: ADDITIONAL INFORMATION 51. Restructuring 52. Information on Subsidiaries 53. Principal immovable property owned or leased 54. Property and Subsidiaries acquired or to be acquired and vendors 55. Disposal of property 56. Interests of advisers and promoters, and amounts paid or payable to promoters 57. Material contracts 58. Material capital commitments 59. Contingent liabilities 60. Lease payments 61. Loan capital and material loans 62. Litigation statement 63. Expenses 64. Commissions paid or payable in respect of underwriting 65. Consents 66. Documents available for inspection 67. Directors responsibility statement ANNEXURE 1 ANNEXURE 2 The Restructuring The audited and reviewed consolidated nancial information of Mvelaserve and its Subsidiaries for the year ended 30 June 2010 and the years ended 30 June 2009 and 30 June 2008, respectively Reporting accountants report on the historical financial information of Mvelaserve and its Subsidiaries Unaudited pro forma statement of comprehensive income and statement of financial position of Mvelaserve Independent reporting accountants report on the unaudited pro forma statement of comprehensive income and statement of financial position of Mvelaserve Particulars and remuneration of the Directors and senior management of Mvelaserve Details of Subsidiary companies and their directors Details of principal immovable properties leased or owned Material acquisitions and disposals in the preceding 3 years 65 65 65 65 65 65 65 65 66 66 66 66 66 67 67 67 67 68 69

71 117 119 123 125 135 141 142 143 145 146

ANNEXURE 3 ANNEXURE 4 ANNEXURE 5 ANNEXURE 6 ANNEXURE 7 ANNEXURE 8 ANNEXURE 9

ANNEXURE 10 Details of material borrowings and material loans ANNEXURE 11 Material contracts entered into by Mvelaserve In the 2 years preceding the date of the Pre-listing Statement ANNEXURE 12 Extracts from the Articles of Association

SALIENT INFORMATION

The following information is only a summary of the more detailed information contained in the main body of this Pre-listing Statement, and it may not contain all the information that investors should consider before deciding to invest in the Mvelaserve Ordinary Shares. Investors should read the entire Pre-listing Statement, including the Risk Factors and the historical consolidated financial information and other information about Mvelaserve contained herein. The definitions and interpretations set out in pages 10 to 14 of this Pre-listing Statement apply mutatis mutandis to this Salient Information section of the Pre-listing Statement. OVERVIEW Mvelaserve is a leading provider of integrated outsourced business support services in South Africa through its network of operating subsidiaries, employing approximately 30 000 people. The Group offers a wide range of integrated services in the areas of facilities management, security, catering and cleaning. It also provides services in the gambling, pie manufacturing and franchising as well as freight markets. The Group operates under four business units, namely: facilities management, security, catering and cleaning and diversified services. Mvelaserve has a decentralised management structure to afford substantial autonomy to the business units where the focus is on expansion through growth. Mvelaserves operating principles are: autonomy of the individual subsidiaries under skilled entrepreneurial, experienced and decentralised operational management; leadership and support from an experienced team of corporate executives; strong nancial management and operating systems at subsidiary level, with a strong focus on corporate governance practices; diversication of service offerings; maximising cross-selling opportunities via the client relationship management system developed by the corporate office; and group procurement activities. Mvelaserves intention is to become the leading provider of integrated outsourced business support services to South Africa and the rest of the continent. KEY STRENGTHS Mvelaserves key strengths include: Balanced business portfolio Mvelaserve has a balanced portfolio across its markets and regions of operation. It has a balanced client portfolio, including both private sector and government organisations. Proven financial performance Mvelaserve has consistently achieved significant year-on-year growth, margin enhancement and increased profitability. This has resulted in strong cash flows and improved returns to shareholders. Operational advantages Mvelaserves operational advantages include, inter alia: well established and recognised brands; strong portfolio of blue chip clients; leading position in attractive markets; preferred supplier status in many industries; established national footprint;

experienced, strong entrepreneurial and skilled senior management, with a proven track record; diversified offering of outsourced services; a committed and loyal workforce; consistently strong corporate governance practices; long-standing business relationships; entrenched cross-selling capability; and thorough understanding of the markets in which it operates.

Empowerment credentials Currently as a result of the 100% shareholding by Mvela Group, Mvelaserve has an effective 68.5% BEE shareholding excluding Mandated Investments (45.4% BEE shareholding including Mandated Investments). Immediately after the Listing and Unbundling, Mvelaserve will have the same ordinary shareholder profile as Mvela Group, giving it an equally strong BEE ownership platform. STRATEGIES FOR GROWTH Mvelaserves strategy is to continue to grow and build the business into the recognised leader in integrated outsourced business support services in South Africa and the rest of the continent. This will be achieved by: Optimising profitability of established businesses Mvelaserve intends to continue its ongoing business optimisation programmes, strengthening margins, empowering the management teams of each subsidiary, and seeking to maximise shareholder returns. Improving market positioning Mvelaserve aims to maintain its recognised leadership in the integrated outsourced business support services market. Mvelaserve continually seeks opportunities to further strengthen its position as a market leader, and is confident that the Group is well-positioned to benefit from recovering economic growth in South Africa and the rest of the continent. Organic expansion Mvelaserve intends to penetrate new markets leveraging off its BEE platform and client base. Growing through strategic acquisitions Mvelaserve seeks to grow though investing in businesses with the potential to enhance the current service offering while growing free cash flow and return on investment. Expanding the Groups footprint into the continent of Africa Mvelaserve aims to leverage off its well-established, recognised brands to expand the Groups footprint on the rest of the continent.This will initially be achieved by following the Mvelaserve client base and establishing separate decentralised businesses with select local partners in the target countries. SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION The summarised consolidated statement of comprehensive income and statement of financial position of Mvelaserve and its subsidiaries for the financial years ended 30 June 2010 and 2009 are set out below. This information has been extracted from the audited consolidated financial statements included in Annexure 2 to this Pre-listing Statement. This information should be read in conjunction with such financial statements and the related notes.

Summarised consolidated statement of comprehensive income 12 months ended 30 June (R000) Revenue Profit from operations Net finance costs Fair value adjustments and net loss from investments Share of profits from associates Profit before tax Taxation Profit/(Loss) for the year from continuing operations Profit for the year from discontinued operations Total comprehensive income for the year Attributable to: Ordinary shareholders Minority shareholders Weighted average number of ordinary shares in issue Earnings per ordinary share (R000) Headline earnings per ordinary share (R000) Diluted earnings per ordinary share (R000) Diluted headline earnings per ordinary share (R000) Additional information EBITDA (R000) Operating profit margin EBITDA margin Profit before taxation margin Revenue growth Operating profit growth EBITDA growth Profit before taxation growth 2010 (Audited) 4 061 998 291 287 (60 494) (2 726) 6 075 234 142 (80 282) 153 860 1 155 155 015 2009 (Reviewed) 3 601 257 190 592 (92 383) (40 564) 3 463 61 108 (72 753) (11 645) 1 533 (10 112)

151 798 3 217 100 1 518 1 514 1 518 1 514

(12 473) 2 361 100 (125) (143) (125) (143)

400 970 7.2% 9.9% 5.8% 12.8% 52.8% 35.4% 283.2%

296 243 5.3% 8.2% 1.7%

Summarised consolidated statement of financial position At 30 June (R000) ASSETS Non-current assets Property, plant and equipment Intangible assets Other non-current assets Current assets Trade and other receivables Trade and other receivables Mvela Group Cash and cash equivalents Other current assets Assets in disposal group held for sale Total assets EQUITY AND LIABILITIES Capital and reserves Shareholders equity Distributable reserves Non-current liabilities Interest bearing liabilities preference share funding Non-interest bearing liabilities Mvela Group Other non-current liabilities Current liabilities Trade and other payables Interest bearing liabilities Mvela Group Other current liabilities Liabilities in disposal group held for sale Total equity and liabilities Net number of ordinary shares in issue Net asset value per ordinary share (R000) Net tangible assets per ordinary share (R000) 2010 (Audited) 2009 (Reviewed)

975 105 387 619 545 335 42 151 1 753 501 763 876 97 878 374 809 516 938 5 045 2 733 651

928 440 312 602 544 000 71 838 1 417 826 705 467 97 878 210 251 404 230 2 346 266

233 300 227 817 5 483 1 367 158 482 438 722 117 162 603 1 133 193 793 736 100 478 238 979 2 733 651 100 2 278 (3 550)

78 899 76 019 2 879 1 179 327 482 438 566 362 130 527 1 088 042 748 003 93 560 246 479 2 346 266 100 760 (5 010)

PROSPECTS The outsourced business support services industry in South Africa is intrinsically linked to the growth in global gross domestic product (GDP) as well as South African GDP, particularly as it relates to business and consumer growth. After the adverse economic conditions created by the global financial crisis experienced in the past two years, South Africa appears to be on the path to economic recovery. However, the rate thereof remains uncertain. Improved fundamentals of a lower interest rate, and lower inflation environment, and improved consumer demand will assist in speeding up the recovery. It is the opinion of the Directors that as primarily business-to-business outsourced support service providers, with some exposure to the consumer market, Mvelaserve was not adversely affected by the global financial crisis in the past two years and is well positioned to take further advantage of economic growth in South Africa and the rest of the continent. The Group will continue to seek to partner with clients in the management of their assets, affording clients the room to concentrate on their core business, while Mvelaserve delivers a value-for-money basket of non-core services. Mvelaserve will, with strategic acquisitions, internal development and internal growth, improve service offerings to its client base.

THE UNBUNDLING Subject to the fulfilment of the conditions precedent set out in the paragraph below, Mvela Group will distribute the Mvelaserve Ordinary Shares to its shareholders by way of the Unbundling, which Ordinary Shares will be listed in the Business Support Services sector of the Main Board of the JSE. All Mvela Group Ordinary Shareholders will receive 25 Mvelaserve Ordinary Shares for every 100 Mvela Group Shares held by them on the Record Date, on the assumption that all Mvela Group preference shares are converted into Mvela Group Shares to the extent that all Mvela Group preference shares are not converted into Mvela Group Ordinary Shares, the provisional entitlement ratio of 25 Mvelaserve Ordinary Shares for every 100 Mvela Group Shares, will change. The entitlement ratio will be confirmed or, revised, as the case may be, in the Mvela Group finalisation announcement which is expected to be released on SENS on or about Friday, 19 November 2010. The Unbundling will be in terms of section 90 of the Companies Act, the relevant provisions of the Listings Requirements and section 46 of the Income Tax Act. The Unbundling will be implemented such that each beneficial owner of Mvela Group Shares will become a beneficial owner of unbundled Mvelaserve Ordinary Shares. CONDITIONS PRECEDENT The JSE has approved the Listing subject to the following conditions precedent: the registration of the special resolutions passed by Mvelaserve Ordinary Shareholders related to the alteration of the share capital of Mvelaserve, as detailed in paragraph 39 to this Pre-listing Statement, by CIPRO; the passing by Mvela Group Ordinary Shareholders at the Mvela Group Combined General Meeting of the requisite resolutions required to approve the Unbundling; and the registration by CIPRO of any special resolution required to be passed in connection with the Unbundling. RISK FACTORS The section of this Pre-listing Statement entitled Risk Factors describes certain risk factors that should be considered together with the other information in this Pre-listing Statement before making a decision to invest in the listed Mvelaserve Ordinary Shares post the Listing. Although information has been provided in this Pre-listing Statement in relation to Mvelaserve Ordinary Shares, a Prospective Investor should use his or her own judgment and seek advice from an independent financial adviser as to the appropriate value of Mvelaserve Ordinary Shares.

DEFINITIONS AND INTERPRETATIONS

In this Pre-listing Statement, unless the context indicates otherwise, the words in the first column shall have the meanings assigned to them in the second column, the singular includes the plural and vice versa, an expression which denotes one gender includes the other genders, a natural person includes a juristic person and vice versa and cognate expressions shall bear corresponding meanings. Articles or Articles of Association BBBEE Act BEE BMO Food Services the articles of association of Mvelaserve; the Broad-Based Black Economic Empowerment Act, No. 53 of 2003, as amended; black economic empowerment, as defined in the BBBEE Act; BMO Food Services (Proprietary) Limited (registration number 1998/013348/07), a private company duly incorporated in South Africa and wholly-owned by King Pie Holdings; the board of directors of Mvelaserve at the Listing Date and whose names are given in the Corporate Information section of this Pre-listing Statement; any day other than a Saturday, Sunday or an official public holiday in South Africa; Central Electronic Monitoring System, a system established by the National Gambling Board to monitor and record gambling revenue from LPMs, to ensure that correct gaming levies and taxes are collected by the regulator while the players are protected at the same time; Ordinary Shares that have not been Dematerialised; Capital Gains Tax as levied in terms of the Eighth Schedule to the Income Tax Act; Companies and Intellectual Property Registration Office; Cliffe Dekker Hofmeyr Inc. (registration number 2008/018923/21), a company duly incorporated in South Africa, being the legal advisers of Mvelaserve; closed periods as defined in the Listings Requirements; the Codes of Good Practice on Broad-Based Black Economic Empowerment, issued by the Minister of Trade and Industry in South Africa and gazetted on 9 February 2007, specifying empowerment measurement principles and targets consistent with the objectives of the BBBEE Act; South Africa, the Republic of Namibia and the Kingdoms of Swaziland and Lesotho; the Companies Act, No. 61 of 1973, as amended; the Competition Act, No. 89 of 1998, as amended; Rebhold Freight Services 2000 (Proprietary) Limited (registration number 1987/000113/07), a private company duly incorporated in South Africa, trading as Contract Forwarding, and wholly-owned by Mvelaserve; the Consumer Protection Act, No. 68 of 2008, as amended; Central Securities Depository Participant, a participant as defined in section 1 of the Securities Services Act, No. 36 of 2004, as amended; the process of replacing the preference share funding of Mvelaserve as per the historical financial information for the year ended 30 June 2010, as presented in Annexure 2 to this Pre-listing Statement, with new debt from Nedbank Limited;

Board of Directors, Board or Directors Business Day CEMS

Certificated Ordinary Shares CGT CIPRO Cliffe Dekker Hofmeyr Closed Periods Codes

Common Monetary Area Companies Act Competition Act Contract Forwarding

CPA CSDP Debt Restructure

10

Dematerialise

the process whereby physical share certificates are replaced with electronic records evidencing ownership of shares for the purpose of Strate, being uncertificated securities as defined in section 91A of the Companies Act; Ordinary Shares that have been Dematerialised; the ratio obtained by expressing after-tax earnings per share as a fraction of dividends paid per share; means Part VIII of Chapter II of the Income Tax Act as initially promulgated by section 56(1) of Act No 60 of 2008 and subsequently amended; share certificates, certified transfer deeds, balance receipts or any other documents of title to certificated shares; earnings before interest, taxation, depreciation and amortisation; the Employment Equity Act, No. 55 of 1998, as amended; the nal number of Mvelaserve Ordinary Shares to which a Mvela Group Ordinary Shareholder is entitled, pursuant to the Unbundling for every 100 Mvela Group Shares held by the Mvela Group Ordinary Shareholder on the Record Date; the Exchange Control Regulations of South Africa, as amended, promulgated in terms of section 9 of the South African Currency and Exchanges Act, No. 9 of 1933, as amended; the Exchange Control Department of the South African Reserve Bank; the National Gambling Act, No. 7 of 2004, as amended; historically disadvantaged South Africans; Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome; International Financial Reporting Standards issued by the International Accounting Standards Board, as amended from time to time; the Income Tax Act, No. 58 of 1962, as amended; Investec Bank Limited (registration number 1969/004763/06), a public company duly incorporated in South Africa, whose shares are listed on the JSE, being the investment bank and sponsor to Mvelaserve; JSE Limited (registration number 2005/022939/06), a public company duly incorporated in South Africa, which is licensed to operate an exchange under the Securities Services Act, No. 36 of 2004, as amended; collectively, King Pie Holdings and BMO Food Services; the South African Code of Corporate Practices and Conduct as set out in the third King Report on Corporate Governance; King Pie Holdings (Proprietary) Limited (registration number 1997/008676/07), a private company duly incorporated in South Africa, and wholly-owned by Mvelaserve; close of business, Wednesday, 20 October 2010, being the last practicable date prior to nalisation of this Pre-listing Statement; gambling machines outside of a casino in respect of the playing of which the stakes and prizes are limited as prescribed by the gambling regulations;

Dematerialised Ordinary Shares dividend cover Dividend Tax Legislation documents of title EBITDA Employment Equity Act entitlement ratio

Exchange Control Regulations

Excon Gambling Act HDSA HIV/AIDS IFRS Income Tax Act Investec Bank

JSE

Khuseti or Khuseti Holdings King Code King Pie Holdings

Last Practicable Date limited payout machines or LPMs

11

Listing Listing Date Listings Requirements management Mandated Investments

the admission of the Mvelaserve Ordinary Shares to the list maintained by the JSE of securities admitted to listing and trading on the exchange operated by the JSE; the date upon which Mvelaserve lists its Ordinary Shares on the exchange operated by the JSE, which is expected to be on or about Monday, 29 November 2010; the listings requirements of the JSE; the senior management of Mvelaserve; any investments made by or through any third party regulated by legislation on behalf of the actual owner of the funds pursuant to a mandate given by the owner of the funds, whose mandate is governed by that legislation. Mandated investments include investments by pension funds and unit trusts; the memorandum of association of Mvelaserve; Mvelaphanda Group Limited (registration number 1995/004153/06), a public company duly incorporated in South Africa whose shares are listed on the JSE, which, prior to the Listing and Unbundling, holds 100% of Mvelaserve Ordinary Shares; the circular to shareholders of Mvela Group, dated 27 October 2010, enclosed and posted in the same envelope with this Pre-listing Statement; the combined meeting of Mvela Group shareholders convened, in terms of the notice of combined general meeting attached to and forming part of the Mvela Group circular, to vote on the special and ordinary resolutions required to implement the Unbundling, which will take place at Melrose Arch Hotel, High Street, Melrose Arch, Johannesburg at 10:00 on Thursday, 18 November 2010;

Memorandum or Memorandum of Association Mvela Group

Mvela Group circular Mvela Group Combined General Meeting

Mvela Group Ordinary Shareholders the registered holders of Mvela Group Shares, from time to time; Mvela Group Shares Mvelaphanda Holdings ordinary shares with a par value of R0.001 each in the issued share capital of Mvela Group; Mvelaphanda Holdings (Proprietary) Limited (registration number 1999/011391/07), a private company duly incorporated and registered in South Africa and currently a shareholder of Mvela Group;

Mvelaphanda Management Services Mvelaserve Management Services (Proprietary) Limited (registration number or MMS 2000/012781/07), a private company duly incorporated in South Africa, and wholly-owned by Mvelaserve; Mvelaserve Mvelaserve Group or Group Mvelaserve Ordinary Shares or Ordinary Shares Mvelaserve Ordinary Shareholder NAV Nedbank Limited or Nedbank New Companies Act Mvelaserve Limited (1999/003610/06), a public company duly incorporated in South Africa; Mvelaserve, and any company which is a Subsidiary of Mvelaserve; ordinary shares with no par value in the issued share capital of Mvelaserve; the registered holders of Mvelaserve Ordinary Shares, from time to time; net asset value; Nedbank Limited (registration number 1951/0000009/06), a public company duly incorporated and registered in South Africa; the Companies Act, No. 71 of 2008, as amended, which has been promulgated and will eventually replace the Companies Act upon coming into force;

12

NGB

the National Gaming Board, a regulatory board established by the National Gambling Act, No. 7 of 2004, as amended, charged with the responsibility of overseeing and regulating the gambling industry in South Africa; the Companies Act, No. 71 of 2008, as amended, which has been promulgated and will eventually replace the Companies Act upon coming into force; a central securities depository participant, in terms of the Securities Services Act; PKF (Jhb) Inc, Registered Accountants and Auditors, Chartered Accountants (SA) (registration number 1994/001166/21), a company duly incorporated in South Africa, being the reporting accountants and auditors of Mvelaserve; this pre-listing statement and its annexures, dated 27 October 2010; investors who will acquire Mvelaserve Ordinary Shares as a result of the Unbundling, or who wish to acquire Mvelaserve Ordinary Shares after the Listing;

New Companies Act Participant PKF

Pre-listing Statement Prospective Investor

Protea Coin or Protea Coin Group collectively, Protea Coin Group (Technical and Physical Security) (Proprietary) Limited (registration number 1999/001641/07), and Protea Coin Group (Assetsin-transit and Armed Reaction) (Proprietary) Limited (registration number 1999/003646/07), private companies duly incorporated in South Africa, and wholly-owned by Mvelaserve; PSIRA Rand or R Record Date Private Security Industry Regulatory Authority of South Africa; the lawful currency of South Africa; the last date on which Mvela Group Ordinary Shareholders are required to be recorded in the register as such in the Mvela Group register in order to participate in the Unbundling, which is expected to be the close of business on Friday, 3 December 2010 or such date as may be later amended; the restructuring activities prior to the Listing Date, including the acquisition of Zonke by Mvelaserve from Mvela Group, settlement of all inter-company loans between Mvelaserve Group and Mvela Group, and the sale of Mvelaserve Groups investment in Stamford Sales to Mvela Group, as detailed in Annexure 1 to this Pre-listing Statement; Royalserve Catering (Proprietary) Limited (registration number 1994/005030/07), a private company duly incorporated in South Africa, and wholly-owned by Mvelaserve; Royalserve Cleaning (Proprietary) Limited (registration number 2000/011155/07), a private company duly incorporated in South Africa, and wholly-owned by Mvelaserve; South Africa Bureau of Standards; South African Reserve Bank; the Securities Services Act, No. 36 of 2004, as amended; the Securities Exchange News Service of the JSE; Rebhold Distribution Services (registration number 1987/000472/07), a private company duly incorporated in South Africa; Secondary Tax on Companies levied in terms of section 64B of the Income Tax Act or any similar taxing provision;

Restructuring

Royalserve Catering

Royalserve Cleaning

SABS SARB Securities Services Act SENS Stamford Sales STC

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Strate

Strate Limited (registration number 1998/022242/06), a public company duly incorporated in South Africa, being the company responsible for operating the electronic settlement system for transactions that take place on the JSE and off-market transactions; a clearing and settlement environment for security transactions to be settled and transfer of ownership to be recorded electronically, managed by Strate; a subsidiary as defined in the Companies Act; Telkom SA Limited (registration number 1991/005476/06), a public company duly incorporated in South Africa whose shares are listed on the JSE; TFMC Holdings (Proprietary) Limited (registration number 2000/001009/07), a private company duly incorporated in South Africa, being the holding company of the companies operating under the TFMC brand, and wholly-owned by Mvelaserve; Computershare Investor Services (Proprietary) Limited (registration number 2004/003647/07), a private company duly incorporated in South Africa; the proposed distribution by Mvela Group to Mvela Group ordinary shareholders, of Mvelaserve Ordinary Shares, equating to 100% of the entire issued ordinary share capital of Mvelaserve, which will be implemented in terms of section 46 of the Income Tax Act, following the Listing; value-added tax levied in terms of the South African Value-Added Tax Act, 1991 (Act 89 of 1991), as amended or replaced from time to time; Zonke Monitoring Systems (Proprietary) Limited (registration number 2000/017501/07), a private company duly incorporated in South Africa, and seventy-five percent (75%) owned by Mvelaserve after the Restructuring; and the acquisition of 75% of the issued share capital of Zonke from Mvela Group by Mvelaserve, as fully described in Annexure 1 to this Pre-listing Statement.

Strate System Subsidiary Telkom TFMC

Transfer secretaries Unbundling

VAT Zonke or Zonke Monitoring Systems Zonke acquisition

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Mvelaserve Limited
(Incorporated in the Republic of South Africa) (Registration number 1999/003610/06) JSE Share code: MVS ISIN: ZAE000151353

(Mvelaserve or the Group)

PRE-LISTING STATEMENT
In this Pre-listing Statement, unless otherwise stated or the context clearly indicates otherwise, the words in the definitions and interpretations section shall have the meanings stated therein, words in the singular shall include the plural and vice versa, words importing one gender shall include the other genders and references to persons shall include juristic persons and vice versa.

PART A:THE BUSINESS OF MVELASERVE

1. NATURE OF BUSINESS Mvelaserve is a leading provider of integrated outsourced business support services in South Africa through its network of operating subsidiaries, employing approximately 30 000 people. Mvelaserve offers a wide range of integrated services in the areas of facilities management, security, catering and cleaning. It also provides services in the gambling, pie manufacturing, franchising and freight markets. The Group operates four business units, namely: facilities management; security; catering and cleaning; and diversified services. Mvelaserve has a decentralised management structure to afford substantial autonomy to the business units where the focus is on organic growth as well as expansion of its service offerings. Mvelaserves operating principles are: autonomy of the individual subsidiaries under skilled, entrepreneurial, experienced and decentralised operational management; leadership and support from an experienced team of corporate executives; strong financial management and operating systems at subsidiary level, with a strong focus on corporate governance practices; diversication of service offerings; maximising cross-selling opportunities via the client relationship management system developed by the corporate office; and group procurement activities. Mvelaserves intention is to become the leading provider of integrated outsourced business support services to South Africa and the rest of the continent.

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2. KEY STRENGTHS Mvelaserves key strengths include: Balanced business portfolio Mvelaserve has a balanced portfolio across its markets and regions of operation. It has a balanced client portfolio, including both private sector and government organisations. Proven financial performance Mvelaserve has consistently achieved significant year-on-year growth, margin enhancement and increased profitability. This has resulted in strong cash flows and improved returns to shareholders. Operational advantages Mvelaserves operational advantages include, inter alia: well established, recognised brands; strong portfolio of blue chip clients; leading position in attractive markets; preferred supplier status in many industries; established national footprint; experienced, entrepreneurial and skilled senior management, with a proven track record; diversified offering of outsourced services; committed and loyal workforce; consistently strong corporate governance practices; long-standing business relationships; entrenched cross-selling capability; and thorough understanding of the markets in which it operates. Empowerment credentials Currently as a result of the 100% shareholding by Mvela Group, Mvelaserve has an effective 68.5% BEE shareholding excluding Mandated Investments (45.4% BEE shareholding including Mandated Investments). Immediately after the Listing and Unbundling, Mvelaserve will have the same shareholder profile as Mvela Group, giving it an equally strong BEE ownership percentage. 3. MVELASERVES STRATEGIES FOR GROWTH Mvelaserve services a broad range of companies in various sectors, including infrastructure, financial, retail, public sector, mining, telecommunication and construction. The Group is well positioned to benefit from the growth of these and other industries once positive sentiment returns to the global and local economy. Mvelaserves strategy is to continue to grow and build the business into the recognised leader of integrated outsourced business support services in South Africa and the rest of the continent. This will be achieved by: Optimising profitability of established businesses Mvelaserve intends to continue its ongoing business optimisation programmes, strengthening margins, empowering the management teams of each subsidiary and seeking to maximise shareholder returns. Improving market positioning Mvelaserve aims to maintain its recognised leadership status in the integrated outsourced business support services markets. Mvelaserve continually seeks opportunities to further strengthen its position as a market leader and is confident that the Group is well-positioned to benefit from recovering economic growth in South Africa and the rest of the continent. Organic expansion Mvelaserve intends to penetrate new markets leveraging off its BEE platform and client base.

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 Growing through strategic acquisitions Mvelaserve seeks to grow through investing in businesses with the potential to enhance the current service offering while growing free cash flow and return on investment. Expanding the Groups footprint into the continent of Africa Mvelaserve aims to leverage off its well established, recognised brands to expand the footprint on the rest of the continent.This will initially be achieved by following the Mvelaserve client base and establishing separate decentralised businesses with select local partners in the target countries. 4. INCORPORATION AND HISTORY Mvelaserve was incorporated and registered in South Africa in 1999 as a private limited liability company under the Companies Act, with the name Lexshell 296 Investment Holdings (Proprietary) Limited and registration number 1999/003610/07. In 2000 it was converted to a public limited liability company and its name was changed to Rebserve Limited (Rebserve). In 2005 its name was again changed to Mvelaserve.The business of the company, and its principal activity, is to act as an investment holding company to a number of subsidiary companies that provide outsourced business support services in the areas of facilities management, security, catering, cleaning and other diversified services. The registered address and head office of the Company is 28 Eddington Crescent, Highveld Technopark, Centurion, 0169, South Africa. Mvelaserve has not changed its name in the last three years preceding this Pre-listing Statement. History 1995 2003 Rebhold Holdings Limited (Rebhold) was incorporated in South Africa on 12 May 1995 under the name Gainer Investments (Proprietary) Limited as an investment holding company. Rebhold held investments in businesses which covered a diversified range of distribution activities primarily in the liquor, food and freight forwarding industries. From 1997 to 1998, Rebhold grew both organically and by acquiring businesses in its key areas of expertise, to create one of the leading wholesale and distribution groups in South Africa. During this time the businesses of Royal Food Services (Proprietary) Limited and Stamford Sales were acquired. Rebhold identified the services sector as one which offered good growth prospects while generating strong cash flows, and developed a strategy to create South Africas leading services group through its wholly-owned subsidiary Rebserve, which was incorporated on 19 February 1999. Rebhold had already developed an expertise in operating services businesses through its food services and freight forwarding businesses which had been acquired at the time of the initial public listing in 1996. In August 1999, Rebserve acquired the business of Coin Security and in November 1999 agreement was reached with Molope Group Limited (Molope) for Rebserve to acquire certain protable services businesses from Molope. These businesses included JIC Mining Services (Proprietary) Limited, Trollope Mining Services (Proprietary) Limited, Protea Security Services and Mining Residential Services (Proprietary) Limited. Khuseti Holdings (the holder of the master franchise of the King Pie brand) was acquired in 1999. TFMC was established in 2000 through the outsourcing of the property and facilities management functions of Telkom as a joint venture between WS Atkins plc, a support services group based in the United Kingdom, and Rebserve. The cleaning business was strengthened with the acquisition of the Berco Cleaning and Mediguard brands in 2001. By 2001 Rebserve had become a leading outsource services group in South Africa which offered a comprehensive range of facilities management, professional services, mining services, technical services, food services and support services to the corporate, industrial and mining sectors. In 2003, Rebserve acquired Sechaba Afrika (Proprietary) Limited, the outsourced catering business. Zonke won the NGBs sole CEMS contract in November 2003. 2004 2008 In December 2003 Rebhold and Mvelaphanda Holdings merged certain of the businesses and assets of Mvelaphanda Holdings and Rebserve, and in 2004 the merged entity was renamed Mvelaphanda Group. Mvela Group then positioned itself as South Africas foremost black-controlled, owned and managed diversified services group.

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TFMC became a wholly-owned subsidiary of Rebserve in 2004 after WS Atkins plc disposed of their interest in the joint venture. With effect from 23 December 2005, the Rebserve changed its name from Rebserve to Mvelaserve Limited. In 2007 the businesses of Protea Security and Coin Security, which were previously managed separately with no cross-selling of services, were merged under one operating entity, namely Protea Coin. The merger of the two security businesses was a strategic move to create an entity capable of offering an integrated set of security services to the South African market, including integrated guarding services, assets-in-transit, armed reaction, risk management and technical security solutions. In 2008 Mvelaserve undertook a restructuring whereby the current divisions of facilities management, security, catering and cleaning and diversified services were established. This was done to provide greater autonomy to the major outsourcing business units where the focus would be on the organic growth of existing service offerings and client bases. 2009 In June 2009 Mvelaserve was used as the vehicle to manage the operating entities separately from Mvela Group and a separate management team was established in Mvelaserve to lead and support the Subsidiaries, ensuring continued growth of Mvelaserve and its Subsidiaries. In October 2009 the businesses of Royal Sechaba and Mvelaserve Cleaning were merged under one management team and the name was subsequently changed to Royalserve operating under the brand names of Royalserve Catering and Royalserve Cleaning. In September 2009, Mvela Group announced to its shareholders that it would pursue a process of unlocking value for its shareholders in the most efcient manner. As part of this process, the board of directors of Mvela Group considered different alternatives to realise value from its investment in Mvelaserve. The board of directors of Mvela Group concluded that a listing of the Mvelaserve Ordinary Shares on the JSE, and the unbundling by Mvela Group of all of its Mvelaserve Ordinary Shares to Mvela Group Ordinary Shareholders would best serve the interests of its shareholders. 5. GROUP STRUCTURE AND BUSINESS UNITS 5.1 Group structure The following chart provides an overview of Mvelaserves operational structure subsequent to the Restructure on the Last Practicable Date:

Mvelaphanda Management Services*

100%

100%

100%

100%

100%

100%

75%

Facilities Management

Security

Cleaning and Catering

Diversied Services

Mvelaphanda Management Service is the company secretary of Mvelaserve Group, as detailed in the Corporate Information section of this Pre-Listing Statement.

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5.2

Business Units Mvelaserve has a well-balanced and diversied portfolio of businesses servicing many different industries and geographies. The following table illustrates Mvelaserves businesses with its four business segments: Facilities Management, Security, Cleaning and Catering, and Diversied services. Revenue and EBITDA totals are provided for the year s ended 30 June 2010 and 30 June 2009, on a pro forma basis and include the results of Zonke, which was acquired by Mvelaserve subsequent to 30 June 2010 in terms of the Restructuring.
Financial information for year ended 30 June (R million) 2010 2009

Business Consolidated

Description

corporate head office located in Centurion, South Africa, responsible for the Group, strategy support, procurement and risk management

Consolidated revenue Consolidated EBITDA (excluding head office costs)

4 112 448

3 509 371

Facilities Management the largest facilities management company in South Africa specialises in infrastructure project support services Security a market-leading provider of integrated security solutions specialises in asset-in-transit security and guarding Cleaning and Catering cleaning which focuses on contract cleaning, specialised healthcare cleaning, and industrial cleaning services catering which focuses on contract food solutions, and central kitchen facilities Diversified Services franchisor of the King Pie brand and owner of BMO Food Services which manufactures the King Pie product range freight forwarding and customs clearance agents for the import and export markets branches in Johannesburg, Cape Town and Durban monitors the LPM industry in South Africa in terms of a contract signed with the NGB Revenue % group revenue EBITDA % group EBITDA Revenue % group revenue EBITDA % group EBITDA Revenue % group revenue EBITDA % group EBITDA 159 3.9% 29 6.5% 132 3.2% 5 1.1% 50 1.2% 21 4.7% 153 4.4% 14 3.8% 176 5.0% 5 1.3% 53 1.5% 19 5.1% Revenue % group revenue EBITDA % group EBITDA 1 088 26.5% 40 8.9% 756 21.5% 39 10.5% Revenue % group revenue EBITDA % group EBITDA 1 577 38.4% 174 38.8% 1 263 37.1% 106 28.6% Revenue % group revenue EBITDA % group EBITDA 1 106 26.9% 179 40.0% 1 108 31.6% 188 50.7%

5.2.1 Facilities Management TFMC Overview TFMC is the largest facilities management company in South Africa by square metres covered, providing comprehensive facilities management services.

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TFMC aims to selectively grow differentiated businesses to build a portfolio of strong client partnerships in the private and the public sectors, yielding sustainable profits and cash by using systems and expertise developed from first-order facilities management outsourcing in the telecommunications industry. The business is comprised of two divisions, namely Telkom and Customised Solutions. Telkom TFMCs main client, Telkom, accounted for approximately 89% of its revenue for the year ended 30 June 2010. TFMC provides total integrated facilities management services to Telkom in respect of 1 979 sites with a total of 8 000 properties (in excess of 2.3 million square metres), 135 retail sites, 11 435 masts and all ancillary telecommunications infrastructure. Many of these facilities are mission critical to Telkom and are maintained on a 24-hour, 365-days per year basis. The business has a national footprint across 32 regional offices. Total integrated facilities management services provided to Telkom include facilities management, corporate real estate management, professional engineering services and project management, and maintenance. TFMC has had extensive experience and intellectual property through its contract with Telkom, establishing it as the preferred facilities management service provider to Telkom. In July 2010, Mvelaserve (through Mvela Group) announced an extension of its agreement with Telkom for the period 1 April 2011 to March 2016. The new agreement was signed in August 2010. Customised Solutions other facilities management contracts are grouped under Customised Solutions. Clients that are being serviced under Customised Solutions comprise clients from a wide range of sectors, including the Department of Trade and Industry, Cell C (Proprietary) Limited, Kumba Iron Ore Limited and South African Bureau of Standards. Customised Solutions also has various clients in the infrastructure project support services sector which supplies catering and facilities management services to clients in remote sites and to clients requiring catering and village management services in support of major infrastructure projects. With the development of large infrastructure projects in South Africa and on the rest of the continent, Customised Solutions is well positioned to grow in this market sector. In line with Mvelaserves strategy to use the existing contract base to grow new business, the Customised Solutions pipeline is full of opportunities. A focus on these opportunities should enable TFMC to reduce its reliance on the agreement with Telkom. TFMCs key strengths include: demonstrated ability to deliver value for money and improvements in service levels with associated cost savings for clients; financial capacity and capability; leading integrated information technology service platform (SAP) with transportable processes which can integrate with local operating platforms; extensive intellectual property associated with the Telkom agreement; extensive management and employee resources; positive record with employees and trade unions; and national experience with an extended scope of services offered over the entire footprint of South Africa. 5.2.2 Security Protea Coin Protea Coin is the leading provider of integrated risk reduction solutions to various industry sectors throughout South Africa, with a total workforce of over 16 000 employees. Protea Coin operates through three primary divisions: Assets-in-transit (AIT) services include bulk cash transportation, daily banking and deposit services, ATM management and valuable assets transportation. The division has 30 depots on a national level, with a fleet of more than 450 state-of-the-art armoured vehicles, processing over 22 500 transactions daily. The main customers of AIT are banks and cash retailers. An integrated cash management and electronic cash acceptance device division complements the AIT services resulting in a packaged solution offering to clients that also include short-term insurance cover.

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 Guarding manned guarding services to the private and public sector with value-added services such as a specialised reaction unit, a canine unit, an equestrian unit, and a cargo risk management solution unit. Protea Coin is a market leader in mining guarding services, providing specialised security solutions to the mining sector including the security around prime product, access control to mining facilities, bullion/product transportation (road and air), surveillance and crime prevention (especially illegal mining), and risk management consulting to the mining industry. Technical entails the design, installation and monitoring of high-technology surveillance security solutions, monitored by a national control centre facility. The national control centre further allows for the development of disaster recovery and emergency planning facilities for clients.This division also has the capability for state-of-the-art access control with time and attendance interface through its recent acquisition of SACO systems, RFID and 3VR facial recognition forms part of this portfolio. In addition to these core offerings, Protea Coin offers investigations and intelligence services, close protection, aviation security and fleet monitoring services. Protea Coin also acts as a security consultant on an international basis, more specifically in Nigeria and in the United Arab Emirates through a 49% shareholding in Al-Jaber Coin Security Group L.L.C, which operates a fully fledged security service provider employing in the region of 3 000 security personnel. Protea Coins competitive advantage of being one of three national AIT providers, combined with its track record in mining security and a large base of clients in the guarding division has facilitated the seamless integration of security solutions to a portfolio of blue-chip clients in South Africa and has resulted in higher operating margins being earned. Protea Coin has its own specialised training facilities to provide training to the security officers employed in these businesses. This training includes the grading of security officers in terms of PSIRA regulations, training for the specialist divisions such as the VIP protection unit, canine and equestrian units, the critical situation unit, special investigations unit, asset-in-transit vehicle crews and armed security officers. Protea Coins key strengths include: seamless integration of security solutions to a portfolio of blue-chip clients; largest security service provider to the mining industry; and market leader in AIT services in South Africa. 5.2.3 Cleaning and Catering Royalserve Royalserve is a specialist contract cleaning and outsourced food services company. The business unit operates under two main divisions, Royalserve Catering and Royalserve Cleaning: Royalserve Catering an outsourced food solutions company.The core business is the provision of contract catering services to, inter alia, the healthcare, tertiary education, mining, industrial and corporate sectors across Southern Africa. In addition, it has a special events division and food preparation facilities. Royalserve Catering is the third largest contract caterer in South Africa by turnover. Royalserve Catering services the market through three business units: Contract food solutions supply of outsourced food solutions to work forces across all market sectors, from high-end executive dining to factory worker catering. Specialising in the education and healthcare sectors; Central kitchen a state-of-the-art food production kitchen in Centurion to service the contract food solutions and large infrastructure clients; and Remote site catering project catering in remote sites in South Africa and Mozambique. Royalserve Cleaning the third largest cleaning company in Southern Africa, offers cleaning solutions in all major centres of South Africa and Namibia. Clients cover a multitude of sectors including corporate, commercial, hospitality, healthcare, education and industrial. Royalserve Cleaning has three divisions each focused on a specific market: Contract Cleaning and Hospitality provides cleaning services to commercial, retail, education and industrial facilities on a national basis.The division also provides integrated solutions to the hospitality and leisure industry including front-of-house, housekeeping and back-of-house functions;

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 Healthcare Cleaning Services market leader in specialised cleaning services to hospitals, clinics, doctors rooms, frail-care centres and retirement homes in South Africa. Managers are recruited directly from the healthcare industry, many being qualified nursing sisters.Their experience provides this division with intricate knowledge of the healthcare working environment; and Industrial Cleaning operates high-pressure blasting machines to facilitate the cleaning of plant and equipment in the petrochemical, paper, fishing and wine industries, which cannot be cleaned by conventional cleaning methods. Royalserves strategy is consistent with that of Mvelaserve by using the existing revenue base as a platform to strengthen partnerships and accelerate operating margin growth through the development of higher margin offerings. Royalserve has a strong market position and intends to use the existing base of national public and private clients, to increase its market share of this business unit and its various divisions. Royalserves key strengths include: third largest cleaning service provider in South Africa with well-established brands; state-of-the-art central kitchen to supply all catering business units; and focus on employee and skills development to ensure excellence in service. 5.2.4 Diversified Services Diversified Services strategy is to generate free cash flow in order to increase capital available for the further growth of Mvelaserve. Entrepreneurial management and small to medium businesses in highgrowth sectors characterise this business unit. The companies in this business unit are as follows: 5.2.4.1 Khuseti Khuseti is the franchisor of the King Pie Brand and the owner of BMO Food Services which manufactures the King Pie product range. King Pie Holdings has over 300 outlets in South Africa, with further outlets in Botswana, Mozambique, Namibia, Swaziland and Zambia. The King Pie product offering consists mainly of puff pastry pies which are complemented by cooldrinks, chips, muffins and other confectionery products. King Pie outlets come in various sizes including King Pie Express (kiosk), King Pie Cafe (sit-down offering) and King Pie 2 Go (medium-sized take-away with limited seating). The company focuses exclusively on franchisor activities and all outlets are owned and operated by franchisees. BMO Food Services manufactures the King Pie product range, using a newly built state-of-theart, semi-mechanised manufacturing facility in Midrand. The pies are primarily distributed to the King Pie Holdings franchises. BMO Food Services has recently started bulk distribution of pies to selected retail and convenience outlets around the country, and is currently in negotiations with a number of the large retail chains. Khuseti earns the following types of revenue: royalties/management service fee received from franchisees dependent on the number of franchises and revenue earned by the franchisees; initial joining fee and design fee levied on new franchisees; and revenues generated from the sale of pies to the King Pie franchisees and other retailers. Khusetis key strengths include: state-of-the-art manufacturing facility; award-winning franchising; respected and recognised brand; and export capabilities.

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5.2.4.2

Zonke Zonke is the sole provider of the CEMS for the LPM industry in South Africa. The monitoring of the LPM industry became effective in June 2003, due to legislation requiring this industry to be monitored. Monitoring is governed by the National Gambling Board and is contracted out to Zonke. The fees and tariffs charged by Zonke as the CEMS operator are based on the gross gaming revenue (GGR), which is the Rand value of the difference between total bet and total win (including VAT and gambling tax) i.e. total cash or credits played less winnings paid to players. The route operators (the companies licensed to own and operate LPMs) pay these fees directly to Zonke. Zonke also sells smart cards to the route operators. Only licensed operators can be in possession of a smart card, without which the activation of machines on site is not possible. Data is collected directly from the premises of the site operators (the companies on whose premises the LPMs are operated) by dial up communication with the site data logger (SDL), which monitors all activities on the machines on site and enables play on the machines. The SDL is sold on a once-off basis to the route operator, who then installs it on site, with each SDL linking to a maximum of five machines. Zonke earns the following types of revenue: monitoring fees, which are percentage based on GGR generated by each LPM in operation; sale of SDL and smart cards to the route operators; hardware and software maintenance contract fees; and fees for training and other maintenance on equipment. The CEMS contract was initially awarded on the basis of monitoring 50 000 LPMs throughout South Africa. However, as at 30 June 2010 only about 5 500 LPMs were in operation. This is due to the slower than anticipated awarding of new LPM licences in the various provinces, particularly in Gauteng. The roll out of LPM operator licences is gaining momentum and it is expected that this will further improve the profitability of Zonke going forward.

5.2.4.3

Contract Forwarding Contract Forwarding is a medium-sized international freight forwarding and customs broker, boasting full facilities in Johannesburg, Durban and Cape Town. Contract Forwarding is a fully accredited IATA (International Air Transport Association) cargo agent and a member of SAAFF (South African Association of Freight Forwarders). The company is one of two South African members of Feta Freight Systems International (FFSI), a worldwide network of over 90 companies in over 65 countries. All members of FFSI are required to maintain the highest levels of professional service to all partners and clients in order to retain their membership and are constantly evaluated on their performance. Contract Forwarding provides the following services to its clients: forwarding through its international network of agents; international sea freight and airfreight imports and export services; customs consultancy assistance in determining correct customs value and tariff heading; customs clearance services; and freight warehousing in a company-operated warehouse equipped with mechanical handling facilities. Revenue is received from performing international freight forwarding and customs clearing services. Revenue is not contractual and is receivable once the service is performed. The revenue is dependent on the level of activity related to the importing and exporting of goods, which is affected by the broader economy of South Africa.

6. MAJOR AND CONTROLLING SHAREHOLDERS Mvelaserve has been a wholly-owned subsidiary of Mvela Group since 2004, as set out in paragraph 4 above. The registered office of Mvela Group is 1st Floor, 30 Melrose Boulevard, Melrose Arch, Johannesburg, 2076. There has been no change in controlling shareholders of Mvelaserve and its subsidiaries in the past five years. Following the Unbundling, there will be no controlling shareholder in Mvelaserve.

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Immediately following the Unbundling, Mvela Group Ordinary Shareholders will hold Mvelaserve Ordinary Shares in proportion to their shareholdings in Mvela Group. Consequently, based on the provisional entitlement ratio of 25 Mvelaserve Ordinary Shares for every 100 Mvela Group Shares, the Mvelaserve Ordinary Shareholders other than directors, that will directly or indirectly beneficially hold approximately 5% or more of the Ordinary Shares, immediately after the Unbundling (based on their Mvela Group shareholdings at the Last Practicable Date), will be as follows: Number of Ordinary Shares held6 Direct Mvelaphanda Holdings1 Clidet 603 (Proprietary) Limited2 Mvelaphanda Treasury and Finance (Proprietary) Limited3 CoroLife Special Opportunities Portfolio4 Indirect Mvelaphanda Empowerment Trust5 Total
Notes: 1. The shareholders of Mvelaphanda Holdings are as follows: 1.1 TJS Family Trust (Beneficiaries: T M G Sexwale, J A Sexwale, C M Sexwale and G M Sexwale). 1.2 Matimba Trust (Beneficiaries: W Willcox, M J Willcox and L MacKenzie). 1.3 Dikela trust (Beneficiaries: S Xayiya, B Xayiya, M S M Xayiya and N Maquto). 1.4 Mvelaphanda Empowerment Trust (Beneficiaries: G M Sexwale, C M Sexwale and any other natural person as selected by the trustees). 1.5 Mvelaphanda Investment Trust (Beneficiaries: W Willcox, M J Willcox and L Mackenzie). 2. 100% held by Mvelaphanda Holdings. 3. 100% held by Mvela Group. 4. A fund administered by Coronation Fund Managers. 5. Held via Mvelaphanda Holdings. 6. The number of Ordinary Shares held is based on an assumed entitlement ratio of 25 Ordinary Shares for every 100 Mvela Group Shares.

Percentage of Ordinary Shares in issue

16 000 000 9 938 163 8 941 321 5 928 280 8 002 920 48 810 683

11.3 7.0 6.3 4.2 5.7 34.5

Save as indicated above and as at the Last Practicable Date, the Directors are not aware of any shareholder or Director who is, directly or indirectly, beneficially interested in approximately 5% or more of the issued share capital of Mvela Group, and hence Mvelaserve. There has been no change in control of Mvelaserve in the five year period preceding the date of this Pre-listing Statement. 7. PROSPECTS The outsourced support services industry in South Africa is intrinsically linked to the growth in global gross domestic product (GDP) as well as South African GDP, particularly as it relates to business and consumer growth. After the adverse economic conditions created by the global financial crisis experienced in the past two years, South Africa appears to be on the path to economic recovery. However, the rate thereof remains uncertain. Improved fundamentals of a lower interest rate, and lower inflation environment, and improved consumer demand will assist in speeding up the recovery. It is the opinion of the Directors that as primarily business-to-business outsourced support service providers, with some exposure to the consumer market, Mvelaserve was not adversely affected by the global financial crisis in the past two years and is well positioned to take advantage of further economic growth in South Africa and the rest of the continent. The Group will continue to seek to partner with clients in the management of their assets, affording clients the room to concentrate on their core business, while Mvelaserve delivers a value-for-money basket of non-core services. Mvelaserve will with strategic acquisitions, internal development and internal growth improve service offerings to its client base. 8. RATIONALE FOR LISTING The Directors believe that the Group has the operational and financial capacity to pursue its intended vision and mission independently. The Listing will allow the Group to achieve the following: enhance Mvelaserve shareholder value; enhance the public profile and general public awareness of Mvelaserve;

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 provide Mvelaserve with a further source if required, from which capital can be raised, to facilitate future expansion; and afford institutions, private clients, other business associates of Mvelaserve and members of the public the opportunity to participate directly in the equity of Mvelaserve. 9. KEY INVESTMENT CONSIDERATIONS The Directors believe that the Listing presents the following key investment considerations: leading positions in facilities management, security, catering and cleaning industries in South Africa; experienced, entrepreneurial management team supported by skilled industry experts; operational excellence using specialist skills in integrated facilities management, AIT and healthcare cleaning; rapidly growing client base both in the private and public sector; national footprint, with some presence in selected international markets; impressive and proven track record by management in the services industry; and solid BEE credentials. 10. BLACK ECONOMIC EMPOWERMENT BEE is a central part of the South African Governments economic transformation strategy. A multi-faceted approach to BEE has been adopted which aims to increase the number of black people that manage, own and control South Africas economy. The three core elements of the South African Governments BEE policy are: direct empowerment through ownership and control of enterprises and assets; human resource development and employment equity; and indirect empowerment through preferential procurement policies aimed at ensuring that black people benefit from South African tenders. Several industries have taken the initiative to set their own specific targets related to, inter alia, the three core areas of BEE. These initiatives have been incorporated in transformation charters. Each transformation charter contains a scorecard against which industry members are measured on their BEE progress. The scores achieved are important in competing and tendering for business from the public and private sectors. The scorecards have a cascading effect, with each commercial enterprise requiring a measure of BEE compliance from enterprises with which they do business, in order that they too can reach their BEE targets. Mvelaserve is addressing its BEE credentials and initiatives to maximise the BEE scorecard points achieved by the Group, including maximising the bonus points, in terms of the Codes. Maximising the BEE scorecard points is a clear indication of Mvelaserves commitment to BEE, and is an important element in securing new business and contracts for Mvelaserves subsidiaries and positions Mvelaserve as the BEE supplier of choice in the industries in which it operates. Prior to the Listing, the Company is 100% owned by Mvela Group, an investment holding company listed on the JSE. As at 26 March 2010, Mvela Group underwent an independent BEE equity verification process, which placed the BEE shareholding of Mvela Group at 68.5%, excluding Mandated Investments. This translates to an effective 45.4% BEE shareholding of Mvelaserve, including Mandated Investments. The anchor BEE shareholder of Mvela Group is Mvelaphanda Holdings with a direct holding of 19.3%. All the Mvela Group shareholders will receive the proportionate shareholding in Mvelaserve upon implementation of the Unbundling. Post the Listing, Mvelaserve will commission its own independent BEE verification process. 11. INFORMATION TECHNOLOGY Mvelaserve has established an in-house information technology (IT) service provider under the leadership of the technical division within Protea Coin. This in-house service provider has a team of permanent IT technicians available to service various needs, including, but not limited to, maintaining the anti-virus programmes, firewalls and adequate backup systems and procedures, of the various subsidiaries on a daily basis. The Group relies on SAP, AccPac and Pastel for its accounting needs and reviews the usage of the software programmes on a regular basis. Where necessary the usage of the software programmes is modified to suit the Groups specific needs. The Mvelaserve head office ensures that there is adequate information security and data integrity at each of the subsidiaries via correct risk management programmes and internal audit processes.

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12. EMPLOYEES The Subsidiaries of Mvelaserve operate in labour intensive industries including security, cleaning and catering, accounting for a large workforce. The following table sets out the number of employees of the Group, for the financial years ended 30 June 2010, 2009 and 2008, respectively: Financial year ended 30 June HDSA Non-HDSA Total employees 2010 27 947 2 207 30 154 92.7% 7.3% 2009 24 656 2 145 26 801 92.0% 8.0% 2008 23 659 2 101 25 760 91.8% 8.2%

Mvelaserve strives to be an employer of choice among workers and a leader in the development of human resources and human capital. This drive is underpinned by the development and training of employees from previously disadvantaged backgrounds to ensure that Mvelaserve will continue to be representative of the demographics of South Africa. Mvelaserve remains committed to the principles and spirit of the Employment Equity Act and firmly endorses the four key areas of employment equity identified by the Employment Equity Act, namely: elimination of discrimination in decision-making; promotion of employee diversity; introduction of measures and procedures for transformation; and reduction of barriers to advancement of the disadvantaged. 13. TRAINING PROGRAMMES Having the appropriately skilled people at all levels is crucial to Mvelaserves long-term success, while comprehensive and effective training also supports the fast-tracking of HDSA employees up the management ladder. Mvelaserves operating businesses offer vocational and specific skills-based training to their employees. This training is essential to maintaining the high quality of service and expertise that has made many of Mvelaserves operating businesses leaders in their industries.The formal structures established for training include, amongst others, operation of in-house training facilities, on-site training programmes, participation in Mvelaserve and industry training and learnership programmes. Details of the specific training initiatives of Mvelaserves largest operations are set out below: TFMC TFMC provides comprehensive training programmes for its employees, which range from competency training for technicians, health and safety training for Occupational Health and Safety representatives, as well as functional training in a range of subjects. A management development programme, which provides training to middle management on business management techniques for problem-solving, communications, teambuilding, business processes and human behaviour in organisations has also been developed. Protea Coin Protea Coin has specialised training facilities to provide training to its security officers. The training includes the grading of security officers in terms of PSIRA regulations, training for the specialist divisions such as the VIP protection unit, canine and equestrian units, special investigations unit, AIT vehicle crews and armed security officers. Royalserve Royalserve Cleaning operates dedicated training teams. These teams provide on-site training to employees on subjects such as the use and operation of cleaning equipment, use of alternative cleaning materials and specialised cleaning techniques. The healthcare division provides specialised training in the field of infection control and health management issues. Royalserve Catering provides training courses that cover a wide range of subjects, including manager and supervisor development, occupational health and safety, customer service, hazard analysis and critical control point (HACCP) procedures compliance. Royalserve Catering also provides training on basic cooking skills, and nutrition and dietaryrelated courses.

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14. HIV/AIDS As a large-scale employer, Mvelaserve recognises that the HIV/Aids pandemic is likely to have an impact on the Group. Certain of Mvelaserves businesses are reporting increased levels of staff illness, absenteeism and employee deaths. This has a negative impact on occupational health and safety, employee productivity, employee benefit costs and staff morale. Mvelaserve has accordingly adopted a policy on life-threatening diseases aimed at preventing discrimination against HIVpositive employees in the workplace, who are assisted to remain healthy and productive for as long as possible.This policy lays down universally accepted guidelines regarding HIV testing, confidentiality of medical information and disclosure of HIV status. All employees are briefed on the rights of those suffering from HIV/Aids or other life-threatening diseases, and sufferers of these illnesses are referred to independent medical and counselling service providers when required. 15. CORPORATE SOCIAL INVESTMENT The corporate social investment (CSI) initiatives of Mvelaserve extend countrywide and seek to improve the lives of numerous communities across South Africa. Most of the CSI activities of Mvelaserve are found in the projects undertaken by the Mvelaserve businesses. CSI activities of Mvelaserves businesses provide financial and non-financial support to benefit organisations and associations. These worthy initiatives are mostly in the areas of education, skills training and job creation, caring for children and abused women and HIV/Aids support. 16. REGULATORY ENVIRONMENT Other than the Companies Act and the JSE Listings Requirements, Mvelaserve is subject to certain legislation and regulations. Some of the principal South African legislation regulating the different industries in which Mvelaserve operates is highlighted below. It should be noted that all legislation is subject to amendment and it is not possible to predict the outcome or timing of amendments and/or modifications to the applicable legislation and regulations promulgated in terms thereof, or their impact. Further, the contents of this paragraph 16 are by no means a comprehensive exposition of the importance of the relevant legislation but are intended to be a brief overview thereof. National Gambling Act, No. 7 of 2004, as amended (Gambling Act) In terms of the Gambling Act, the NGB has provided for the introduction of a CEMS for LPMs. The principal parties in the establishment and operation of the CEMS for LPMs is the NGB and the CEMS Operator. The purpose of the CEMS Operator is to monitor LPMs. In terms of the Gambling Act, the NGB has the responsibility to regulate the CEMS to ensure compliance with the Gambling Act and other relevant legislation and adherence to good business practices. The NGB has the objective to promote uniform norms and standards that shall apply in all provinces and bring uniformity in legislation relating to gambling in South Africa. The NGB has determined that the CEMS assists in the achievement of these objectives and that such a system shall, by conforming to the guiding principles, achieve high levels of data integrity and security, and provide a level playing field for all participants in the LPM industry. Zonke holds the sole CEMS Operator agreement in South Africa, and has the responsibility to carry out its responsibilities in accordance with the Gambling Act and the directives of the NGB. Since it was first awarded the CEMS contract in 2003, Zonke has carried out its duties with a high level of responsibility in adherence to the Gambling Act, and will continue to do so for the duration of its agreement. Private Security Industry Regulation Act, No. 56 of 2001, as amended (PSIRA Act) The PSIRA Act provides for the regulation of the private security industry and for that purpose a regulatory authority was established to provide for matters connected therewith. The rights which are recognised and protected in terms of the PSIRA Act are the fundamental rights to life and security of person as well as the right not to be deprived of property. It is recognised in terms of the PSIRA Act that security service providers and the private security industry in general play an important role in protecting and safeguarding the aforesaid fundamental rights and the PSIRA Act, therefore, aims to maintain a trustworthy and legitimate private security industry which acts in terms of the principles contained in the Constitution of the Republic of South Africa (Constitution) and other applicable laws, so as to ensure that there is greater safety and security in the country. Protea Coin has been part of the security industry for many years, and has always maintained the highest level of security industry principles. The Group will continue to uphold the spirit of PSIRA Act and will continue to ensure that its personnel comply with the requirements.

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Firearms Control Act, No. 60 of 2000, as amended (Firearms Act) The purpose of the Firearms Act is to enable the Government of South Africa to fulfil its duty in terms of the Constitution to protect every persons right to life and the right to security of a person, which includes, among other things, the right to be free from all forms of violence from either public or private sources. It is further envisaged that the Firearms Act will prevent the proliferation of illegally possessed firearms by providing for the removal of these firearms from society and by improving control over legally possessed firearms, and to prevent crime involving the use of firearms. The Government will also be able to control the supply, possession, safe storage, transfer and use of firearms and to detect and punish the negligent or criminal use of firearms by enforcing the provisions of the Firearms Act. In terms of section 120 of the Firearms Act, offences liable for prosecution in terms of its provisions range from causing bodily injury to any person or causing damage to property of any person by negligently using a firearm or to selling, supplying or in any other manner giving possession of a firearm or ammunition to a person who is not allowed in terms of the Firearms Act to possess that firearm or ammunition. Any person convicted of a contravention of or a failure to comply with certain sections of the Firearms Act may be sentenced to a fine or to imprisonment for a period as provided for in terms of the schedules to the Firearms Act. Administrative fines which may be imposed in terms of the Firearms Act range from between R5 000 to R100 000. Foodstuffs, Cosmetics and Disinfectants Act, No. 54 of 1972, as amended (Foodstuffs Act) As the operations of Royalserve Catering and Khuseti entail the manufacture, sale and supply of food, these entities are regulated by the Foodstuffs Act and the regulations thereunder. The objective of the Foodstuffs Act is to control the sale, manufacture and importation of foodstuffs, cosmetics and disinfectants, and to provide for incidental matters. Foodstuff is defined as any article or substance (except a drug as defined in the Drugs Control Act, Act No. 101 of 1965) ordinarily eaten or drunk by man or purporting to be suitable, or manufactured or sold, for human consumption, and includes any part or ingredient of any such article or substance, or any substance used or intended or destined to be used as a part or ingredient of any such article or substance. Under the Foodstuffs Act, it is a criminal offence to sell, manufacture or import for sale, any foodstuff which: (i) contains or has been treated with a prohibited substance; (ii) contains a particular substance in a greater measure than that permitted by regulation; (iii) has been treated with a substance containing a particular substance in a greater measure than that permitted by regulation; (iv) does not comply with any standard of composition, strength, purity or quality prescribed by regulation for or in respect of it or any standard so prescribed for or in respect of its other attributes or (iv) the sale of which is prohibited by regulation. It also constitutes a criminal offence to sell, or to manufacture or to import for sale, any foodstuff or cosmetic: (i) which is contaminated, impure or decayed, or is in terms of any regulation deemed to be, harmful or injurious to human health or (ii) which contains or has been treated with a contaminated, impure or decayed substance. In respect of advertising, a person is guilty of an offence if he or she publishes a false or misleading advertisement of any foodstuff, cosmetic or disinfectant; or for purposes of sale, describes any foodstuff, cosmetic or disinfectant in a manner which is false or misleading as regards its origin, nature, substance, composition, quality, strength, nutritive value or other properties or the time, mode or place of its manufacture; or sells, or imports for sale, any foodstuff, cosmetic or disinfectant described in the manner aforesaid. An act of an employee, manager or agent which constitutes an offence under the Foodstuffs Act will, subject to certain exceptions, be deemed to be the act or omission of the employer or principal and such employer or principal may be convicted and sentenced in respect of the offence. The Foodstuffs Act makes provision for the appointment of inspectors by the Director-General of Health. An inspector may at all reasonable times enter upon any premises on or in which any foodstuff, cosmetic or disinfectant is or is suspected to be manufactured, treated, graded, packed, marked, labelled, kept, stored, conveyed, sold, served or administered or on or in which any other operation or activity with or in connection with any foodstuff, cosmetic or disinfectant is or is suspected to be carried out. Customs and Excise Act, No. 91 of 1964, as amended (Customs Act) The principal piece of legislation applicable to the operations of Contract Forwarding is the Customs Act and the numerous schedules thereto dealing with import and export tariffs and classification. The Customs Act prohibits and controls the importation, export, manufacture or use of certain goods. Despite any other registration required by the Customs Act, the Commissioner of the South African Revenue Service (Commissioner) may require all persons or classes of persons participating in activities regulated by the Customs Act to register.

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No person is permitted to perform any act or be in possession of or use anything in respect of which a licence is prescribed in Schedule 8 to the Customs Act unless such person has obtained the appropriate licence on payment of the requisite licensing fees. In particular, no person except a licensed clearing agent or a person specified by rule may represent any principal as a consultant or agent for purposes of transacting any business on behalf of such principal in relation to customs and excise matters until such a principal is registered with the Commissioner. The Commissioner may refuse any application for a new licence or the renewal of a licence on specified grounds. The Commissioner may also cancel or suspend a licence on specified grounds. Such grounds would include the fact that the holder of such licence is sequestrated or liquidated, no longer carries on the business for which the licence was issued, is no longer qualified according to the prescribed qualifications, failed to pay any amount demanded under the Customs Act within 30 days from the date of such demand, or that the holder of such licence or the employee of such licensee has contravened or failed to comply with the provisions of the Customs Act, has been convicted of an offence under the Customs Act, has been convicted of an offence involving dishonesty, or has failed to comply with any condition or obligation imposed by the Customs Act or by the Commissioner in respect of such licence. Contract Forwarding possesses all requisite licences under the Customs Act and is in compliance with such licences and the Customs Act. Consumer Protection Act, No. 68 of 2008 (CPA) Mvelaserves operating subsidiaries are primarily involved in the provision of goods and services to consumers and therefore the CPA will have a substantial impact on their operations. The CPA was assented to on 24 April 2009 and was published in GG32186/29-4-2009 and for the most part takes effect 18 months after the date on which it was signed by the President of South Africa. The CPA is a watershed development in the field of consumer protection in South Africa and it will have a material impact on the relationship between consumers and businesses. The CPA establishes a comprehensive legal framework in so far as consumer s entitlements and suppliers responsibilities are concerned.The purposes of the CPA are to promote and advance the social and economic welfare of consumers in South Africa.The preamble of the CPA emphasises the need for both a positive economic environment and appropriate legal framework that entails the promotion of an environment that supports and strengthens a culture of consumer rights and responsibilities, business innovation and enhanced performance. Section 1 of the CPA, which sets out definitions, defines what is meant by consumer for purposes of the CPA, which, inter alia, means a person to whom goods or services are marketed in the ordinary course of business, a person who has entered into a transaction with a supplier (a person who markets any goods or services) in the ordinary course of business and someone who is a user, or a recipient or beneficiary of those particular services. The CPA regulates transactions as contemplated therein, which are defined as, in respect of a person acting in the ordinary course of business: an agreement between or among that person and one or more other persons for the supply or potential supply of any goods or services in exchange for consideration; or the supply by that person of any goods to or at the direction of a consumer for consideration; or the performance by, or at the direction of, that person of any services for or at the direction of a consumer for consideration. In terms of section 5(1)(a) the CPA is applicable to every transaction occurring within South Africa, unless it is exempted in terms of sub-sections 5(2) (4). The application incorporates the promotion of goods or services and also applies to the supplier of any goods or services unless exempted. Grounds for exemption are, inter alia, when goods or services are supplied to the state and where the consumer is a juristic person whose asset value or turnover exceeds the prescribed threshold value. A regulatory authority may also apply for an industry wide exemption relating to that industrys particular goods or services. The CPA establishes a strict liability, and provides that any producer or importer, distributor or retailer of any goods is liable for any harm caused wholly or partly as a consequence of supplying any unsafe goods, a product failure, defect or hazard in any goods, or inadequate instructions or warnings provided to the consumer pertaining to any hazard arising from or associated with the use of any goods, irrespective of whether the harm resulted from any negligence on the part of the producer, importer, distributor or retailer, as the case may be. There is also specific regulation of franchise agreements in section 7 of the CPA, which is particularly relevant insofar as Khuseti Holdings is concerned. Amongst other things, section 7 provides that a franchisee may cancel a franchise agreement without cost or penalty within 10 business days after signing such agreement, by giving written notice to the franchisor.

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Competition law The Competition Act regulates competition and uncompetitive behaviour in South Africa. Broadly speaking, the Competition Act deals with both prohibited practices and merger control. Prohibited practices include anti-competitive agreements and practices between competitors, as well as decisions by associations of competitors, such as price fixing. Dominant firms are also prohibited from abusing their positions of dominance in terms of the Competition Act. With regard to merger control, qualifying mergers and acquisitions must be approved by the relevant competition authorities. Any future merger or acquisition by Mvelaserve is likely to require approval by the relevant competition authorities. Labour related legislation Employment and labour relations are regulated in South Africa by legislation, including the Labour Relations Act, No. 66 of 1995, as amended, the Basic Conditions of Employment Act, No. 75 of 1997, as amended, the Employment Equity Act, the Skills Development Act, No. 97 of 1998, as amended, the Skills Development Levies Act, No. 9 of 1999, as amended, the Unemployment Insurance Act, No. 63 of 2001, as amended, the Unemployment Insurance Contributions Act, No. 4 of 2002, as amended, the Occupational Health and Safety Act, No. 85 of 1993, as amended, and the Compensation for Occupational Injuries and Diseases Act, No. 130 of 1993, as amended. Black Economic Empowerment In 1994, the South African Government introduced its BEE policy, designed to promote transformation in the South African economy and redress the countrys history of racial disparities. In April 2004, the BBBEE Act came into effect. The BBBEE Act obligates organs of state and public entities to take into account and to apply, as far as reasonably possible, the Codes (discussed below) issued in terms thereof, when doing certain specified activities including determining qualification criteria for the issuing of licenses, concessions or other authorisations in terms of any law, and determining qualification criteria for the sale of state owned enterprises. The BBBEE Act establishes the legislative framework for the promotion of BEE, and in particular, what it refers to as broad based BEE. Broad-based BEE involves the economic empowerment of all black people, including women, youth, people with disabilities and people living in rural areas through strategies which seek to, amongst other things, increase the number of black people that manage, own and control enterprises and productive assets. The Codes specify empowerment measurement and targets consistent with the objectives of the BBBEE Act, and the periods within which those targets must be achieved. Whilst the private sector is not obliged to comply with BEE requirements, organs of state and public bodies must take into account and, as far as is reasonably possible, apply the Codes when issuing licenses or concessions, developing and implementing a preferential procurement policy, determining qualification criteria for the sale of state owned enterprises and developing criteria for entering into partnerships with the private sector. The Codes set out the requirements for and measurement of BEE for businesses in South Africa in general, and provide a generic scorecard with weightings for the various elements of BEE which are used to measure the level of compliance with the targets set out in the Codes by an enterprise. Environmental laws Environmental laws which Mvelaserve has to comply with are, the National Environmental Management Act, No. 107 of 1998, as amended, which Act regulates the enforcement and administration of environmental law and the principles to be applied in matters pertaining to environmental law; the National Water Act, No. 36 of 1998, which aims to protect and conserve water resources in South Africa; and the Atmospheric Pollution Prevention Act, No. 45 of 1965, as amended, which provides for the prevention of atmospheric pollution. These laws are applicable in particular to Mvelaserves catering, healthcare and industrial cleaning businesses. The New Companies Act Mvelaserve is incorporated in terms of the Companies Act. The New Companies Act has been promulgated and will eventually replace the Companies Act in its entirety. While the New Companies Act has not yet come into force, it is expected to come into force during the first quarter of 2011. The New Companies Act is expected to undergo substantial correction and amendment before coming into force.

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Existing companies incorporated and registered under the Companies Act will continue in existence as if they have been incorporated and registered under the New Companies Act. Public companies under the New Companies Act are largely comparable to public companies under the Companies Act. Mvelaserve will retain its corporate name and registration number. The Listings Requirements will need to be amended to some extent to reflect the changeover to the New Companies Act, and Mvelaserve may have to make some adjustments in order to comply with any amended Listings Requirements. The New Companies Act has been designed to introduce fundamental changes to South African company law. In reforming South Africas company laws, the Governments stated objectives were to simplify the existing regime; increase flexibility; ensure corporate efficiency; provide transparency and accountability as well predictable regulation.

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PART B: MANAGEMENT AND CORPORATE GOVERNANCE

17. DIRECTORS AND MANAGEMENT Details of the directors of Mvelaserve as at the Listing Date are set out below: Name, age and nationality M S M Xayiya, (49), South African Business address 1st Floor 30 Melrose Boulevard Melrose Arch Johannesburg, 2076 28 Eddington Crescent Highveld Technopark Centurion, 0169 1st Floor 30 Melrose Boulevard Melrose Arch Johannesburg, 2076 7 Sweetgum Crescent Fourways Gardens Fourways, 2055 38 Centre Road 14 Crystal Court Morningside, 2057 1 Medborn Street Midstream Estate Midstream, 1685 9 Steenveld Road Freeway Park Boksburg, 1459 6 Cowie Road Forest Town Johannesburg, 2193 Occupation/Function Executive Chairman Term of office Fixed*

J M S Ferreira, (52), South African

Chief Executive Officer

Fixed

G E Rth, (53), South African

Chief Financial Officer

Fixed

O A Mabandla (47), South African

Lead Independent Non-executive Director Independent Non-executive Director Independent Non-executive Director Independent Non-executive Director Independent Non-executive Director

Not fixed (rotation every three years)* Not fixed (rotation every three years)* Not fixed (rotation every three years)* Not fixed (rotation every three years)* Not fixed (rotation every three years)*

S Masinga (43), South African

N Mbalula (32), South African

F N Mantashe (49), South African

G D Harlow (53), South African

* Appointed as Director of Mvelaserve with effect from the Listing Date.

As at the Listing Date, the Board will comprise three Executive Directors and five Non-executive Directors of which all are independent. In accordance with the Listings Requirements, five of the Directors have been appointed on a rotational basis, and are obliged to retire and are eligible for re-election by Mvelaserve Ordinary Shareholders at least once every three years in accordance with the Articles of Association. The Board recognises that having an Executive Chairman is not in compliance with the recommendations of the King Code. To address this, the Board has appointed O A Mabandla as the Lead Independent Non-executive Director of the Board. All the Directors are South African citizens. The profiles of the Directors and senior management team are set out below: EXECUTIVE DIRECTORS Mikki Sivuyile Macmillan Xayiya Executive Chairman Mikki has served in various capacities in the African National Congress since 1977. In 1995 he was appointed as a Policy Adviser Office of the Premier, Gauteng Provincial Government. He subsequently left public office and joined Mawenzi Asset Managers as Managing Director. In 1998 he co-founded Mvelaphanda Holdings. He was appointed as Executive Chairman of Mvela Group in 2009. He holds a BA (Unisa), Cert of Defence Management (Wits) and Emerging Market Leadership Program (University of Pennsylvania).

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Jorge Manuel Soares De Alberga Ferreira Group Chief Executive Officer Jorge founded Protea Security Services in 1982 where he retained the position of Managing Director and later Chief Executive Officer during the control changes of Protea Security Services, firstly into Molope Group in 1996 and then into Rebserve Limited in 1998. Protea Security Services and Coin Security Group were merged in 2007 and Jorge was appointed as Chief Executive Officer of the Protea Coin Group. During this time he completed an executive development programme at the University of the Witwatersrand. He was appointed as Chief Operating Officer of Mvelaserve early in 2009 and subsequently appointed as Chief Executive Officer of Mvelaserve in July 2009. Gilbert Ernst Rth Chief Financial Officer Ernst will be appointed as the Chief Financial Officer of Mvelaserve on the Listing Date. Ernst has been Chief Financial Officer of Mvela Group since 5 September 2007 and was appointed to the board of directors of Mvela Group on 11 November 2007. Prior to joining Mvela Group he held various positions with companies in the banking, financial services/consulting and biochemical industries and also worked in the office of the Auditor General of South Africa. He is a qualified CA(SA) and has a Post-graduate Certificate in Advance Tax (Unisa). NON-EXECUTIVE DIRECTORS Oyama Andrew Mabandla Lead Independent Non-executive Director Oyama is the immediate past chairman of Vodacom Group Limited, is a member of the JP Morgan Advisory Board and Executive Chairman of Langa Lokulunga Investment Holdings (Proprietary) Limited, an investment holding company. He has held various positions within legal and investment banking profession and was previously Deputy Chief Executive Officer of South African Airways. He holds a BA degree from the University of California and a Juris Doctor from Columbia University. Sibongile Masinga Independent Non-executive Director Bongi is the Chief Executive Officer and one of the founding members of the Afropulse Group. Prior to this she was the Chief Operating Officer and head of Corporate Advisory at Africa Vukani Investments. She has held various executive positions in financial services, from consulting, corporate advisory and research, including as a financial specialist at Development Bank of South Africa and has held research analyst positions with Gensec Securities and Real Africa Durolink. She also gained merchant banking experience with Hill Samuel in London. Bongi has a Bachelor of Commerce degree with majors in accounting and financial management and she has completed the USA-SA Leadership and Entrepreneurship Programme at the Wharton School of Business. Nozuko Mbalula Independent Non-executive Director Nozuko joined FCB Johnson in 2003 from where she joined the South African Broadcasting Corporation in 2004. She has been with the Jupiter Drawing Room since 2007. She holds a diploma in Human Resources Management and a Higher Diploma in Integrated Marketing Communications specialising in brand management. Flora Nolwandle Mantashe Independent Non-executive Director Nolwandle started her career at Goldfields and moved to Pretoria Portland Cement Limited in 2008 where she currently serves as the Transformation Executive. She has a BA (Hons) in Industrial Sociology and completed a Business Management Programme at the Wits Business School. Gary David Harlow Independent Non-executive Director Gary forged his career in merchant banking and was the advisor to the finance department of the African National Congress in the early 1990s regarding developing BEE policy. In 1992 he played an instrumental role in the creation of Thebe Investment Corporation and also served as joint Chief Executive Officer of Msele Corporate and Merchant Bank. Gary joined Unihold Limited as Chief Executive Officer in 1996. He has served on numerous private and public company boards and serves as chairman on the Investment and Transformation Committee and as a member of the Audit and Risk Committee of Blue Label Telecoms Limited. Gary qualified as a Fellow Chartered Management Accountant (UK) in 1996, is a qualified CA(SA), and an Associate of the Chartered Institute of Management Accountants (UK).

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SENIOR MANAGEMENT In addition to M S M Xayiya, J M S Ferreira and G E Rth, the following individuals comprise the senior management of Mvelaserve: Martin Jaap Schermers (47) Business Development Executive Martin has 12 years experience in the mining industry. He was Financial Director at JIC Mining Services from 1996 until 2002, Financial Director at Petrex until 2004 and was appointed Managing Director of Bema Gold South Africa until the end of 2006 when he was appointed as Chief Financial Officer of Pamodzi Gold, a position he held until mid 2008. He was appointed as Financial Director of Mvelaserve in July 2009. Martin will resign as Financial Director of Mvelaserve on the Listing Date and will be appointed as the Business Development Executive of the Group. Martin has completed his articles and holds a BCompt degree from UNISA. Bruce Ewart Spence (56) Chief Executive Officer,TFMC Bruce has 22 years experience as a business executive with extensive board management and executive leadership experience in listed companies, with strategic management experience in executive and general management including financial and operational performance, business development, business re-engineering, competitive analysis and corporate governance. Previously, Bruce was the Managing Director of a subsidiary of The Bidvest Group Limited, a JSE-listed company, which subsidiary supplies integrated building management and technology solutions to various industries. Among other senior roles Bruce has had in his career, he was previously executive director of operations for Gunnebo AG, a listed Swedish company manufacturing and supplying integrated technology and engineering solutions, as well as a Country Chief Executive Officer/Project Director for Compass Group plc, a listed international facilities engineering, procurement, construction and project management entity. Bruce was appointed to his current role in April 2010. Petrus Albertus van Niekerk (41) Chief Executive Officer, Protea Coin Petrus took over the reins as Chief Executive Officer for Protea Coin Group on 25 March 2009. He has been involved in the security industry for almost 15 years, 13 of which were in an executive capacity. While completing his articles, he achieved a BCompt degree at the beginning of 1994. His career as an accountant and financial manager in the corporate environment began at Protea Security in April 1994. He was appointed Chief Operating Officer for Protea Coin Group in June 2007, which in turn, led to his current portfolio as Chief Executive Officer. Tseliso Daniel Pitikoe (37) Chief Executive Officer, Royalserve Tseliso joined the Rebserve Cleaning Services as General Manager of the Berco Speciality Commercial Brand in 2007, bringing with him a wealth of experience in industries as diverse as fast moving consumer goods, transportation and waste management. Within less than a year Tseliso took up reigns of Mvelaserve Cleaning and was appointed to his current role in October 2009. Tseliso holds a National Diploma in Mechanical Engineering and an MBA from Thames Valley University. Christopher Robert Waterson (55) Chief Executive Officer, Khuseti Chris has been the Chief Executive Officer of Khuseti for one year. Before this, Chris was the Chief Executive Officer of Contract Forwarding for 13 years. Chris former career in the freight industry spans some 30 years. Chris is also the Chief Executive Officer of FFSI which is a Hong Kong headquartered global association of international freight forwarders comprising more than 90 member companies in over 65 countries worldwide.This role is undertaken on a part-time basis. The freight industry is arguably one of the most service-driven industries, requiring enormous attention to partner and customer relationships in order to be successful.The same principles apply to Khusetis business where ongoing support and communication with franchisees and clients are key to maintaining successful business relationships. Dorothy Kynaston (50) Acting Chief Executive Officer, Contract Forwarding Dorothy hails from the United Kingdom and immigrated to South Africa in 1982. She has 28 years experience in the freight industry, 25 of which were with Contract Forwarding. She began her career at Contract Forwarding as an export clerk and continued to grow through the ranks in a number of departments, to her current position as acting Chief Executive Officer in November 2009. This acting position will be reviewed by the Remuneration and Nomination Committee early in 2011.

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Maketse Hosea Malope (41) Chief Executive Officer, Zonke Hoseas previous working experience includes being head of the IT department at the Commission for Conciliation, Mediation and Arbitration (CCMA), and a business analyst at Monyaka Gaming Machines Supply. He was appointed Chief Executive Officer of Zonke in 2007. 18. APPOINTMENT, QUALIFICATION, REMUNERATION AND BORROWING POWERS OF DIRECTORS 18.1 The relevant provisions of the Articles of Association relating to the qualification, remuneration, borrowing powers and appointment of the Directors are set out in Annexure 12 to this Pre-listing Statement. 18.2 None of the Directors have ever: been convicted of an offence resulting from dishonesty, fraud or embezzlement; been adjudged bankrupt or sequestrated in any jurisdiction; at any time assigned their estate, suspended payment or compounded with their creditors; been found guilty in disciplinary proceedings, by an employer or regulatory body, due to dishonest activities; been barred from entry into any profession or occupation; and/or been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the Companies Act.

18.3 An extract from the Articles of Association regarding the Directors voting on material contracts where they have an interest is set out in Annexure 12. 18.4 The borrowing powers of the Directors have not been exceeded in the preceding three year period prior to the date of this Pre-listing Statement. 18.5 Remuneration of the Directors The total remuneration and benefits paid and payable to the executive and non-executive Directors for the year ended 30 June 2010 are set out below: (Rand) Salaries Fees Benefits Bonuses Pension Scheme benefits Medical aid contributions Total Directors remuneration Executive 4 260 156 428 288 2 100 000 235 166 68 118 7 091 728 Non-Executive Total 4 260 156 428 288 2 100 000 235 166 68 118 7 091 728

During 2008 the Mvela Group Remuneration Committee resolved to commence a process to motivate and retain key management at Mvelaserve. As a result of the separate listing of Mvelaserve, the Mvela Group Remuneration Committee approved the payment of cash bonuses to various executives involved in Mvelaserve, subject to the successful listing on the JSE, and subject to the after tax cash being used to acquire Mvelaserve Ordinary Shares on the JSE with a lock-in period of 2 years. The quantum of the cash payment, which will be used to acquire Mvelaserve Ordinary Shares on the JSE, is calculated with reference to the increase in Mvelaserves intrinsic NAV from 30 June 2009 (R1 039 million) to 30 June 2010 (R1 723 million). The following Mvelaserve Directors will receive cash payments as set out in the table below: Cash value to be used to acquire Mvelaserve shares net of tax* (Rmillion) M S M Xayiya J M S Ferreira G E Rth Other Senior managers of Mvelaserve Total
* Amount net of tax assumed to be at marginal tax rate of 40%

3.750 10.260 3.750 9.234 R26.994

Further details of the Directors remuneration and service agreements are set out in Annexure 6 to this Pre-listing Statement. Except for the remuneration as detailed above, the remuneration payable to the Directors will not be varied in consequence of the Listing.

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19. DIRECTORS INTERESTS IN THE SHARE CAPITAL OF MVELASERVE The Directors held the following direct and indirect beneficial interests in Mvela Group as at the Last Practicable Date: Directors Executive M S M Xayiya J M S Ferreira G E Rth Non-Executive O A Mabandla S Masinga N Mbalula F N Mantashe G D Harlow Total
Note: 1. Less than 0.1%.

Beneficial Direct Indirect

Total

% of issued share capital

32 32

3 340 824 125 807 3 466 631

3 340 856 125 807 3 466 663

2.4
1

2.4

Other than as already mentioned above, there has been no material change in the interests of the Directors in the share capital of Mvelaserve between the end of the preceding financial year (30 June 2010) and the date of this Pre-listing Statement. 20. DIRECTORS INTERESTS IN TRANSACTIONS No Director had any interest in transactions effected by Mvelaserve, either during the current or immediately preceding three financial years, or in an earlier financial year and which remain in any respect outstanding or unperformed. No Director has been paid any monies to induce him/her to become a Director in the three years preceding the date of this Pre-listing Statement; nor were any amounts paid or agreed to be paid within the three years preceding the date of this Pre-listing Statement to any Director or to any company in which he is beneficially interested, directly or indirectly, or of which he is a director (the associate company), or to any partnership, syndicate or other association of which he/she is a member (the associate entity), in cash or securities or otherwise, by any person either to induce him to become or to qualify him as a Director, or otherwise for services rendered by him or by the associate company or the associate entity in connection with the promotion or formation of Mvelaserve. No loans have been made by Mvelaserve to any Director. 21. MANAGEMENT LOCK-IN The Mvela Group remuneration committee approved the payment of cash bonuses to various executives involved in Mvelaserve subject to the successful listing on the JSE, and subject to the after tax cash being used to acquire Mvelaserve Ordinary Shares on the JSE with a lock-in period of 2 years. Please refer to paragraph 18 for a detailed summary of this arrangement. 22. CORPORATE GOVERNANCE Commitment and approach The Mvelaserve Group and Board confirm their commitment to and subscribe to the principles of transparency, integrity and accountability. They further confirm their commitment to an open corporate governance process through which its shareholders and other stakeholders may derive assurance that, in protecting and adding value to the Mvelaserve Group financial and human investment, the Group is being managed ethically, according to prudently determined risk parameters and in compliance with good corporate governance practices. Fundamental to the fulfilment of corporate responsibilities and the achievement of financial objectives is, an effective system of corporate governance which is entrenched in the Groups systems of internal control and by its procedures and its profiles governing corporate conduct, with particular emphasis being placed on the importance of the qualitative aspects of corporate governance. In discharging this responsibility, the intention is to comply with the requirements of the King Code in both letter and spirit. Mvelaserve strives to integrate corporate governance into all aspects of its business.

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The Directors have pro-actively taken all the necessary steps to ensure full compliance with the recommendations incorporated in the King Code.The Board is of the opinion that Mvelaserve is compliant with the Listings Requirements and with the King Code in nearly all material respects, except that the Board will be chaired by M S M Xayiya, an Executive Director. This is discussed in the section relating to the Board on page 38. The Board has adopted a board charter which covers, inter alia, the following: the role and function of the Board; the Board structure; meeting procedures; monitoring of investment and operational performance; risk management and internal control; and code of conduct. The Mvelaserve Board recognises and acknowledges its responsibility for the Groups systems of internal, financial and operational control.The Mvelaserve Group policy on business conduct, which covers ethical behaviour, compliance with legislation and sound accounting practice, underpins the Groups internal control processes. The control systems include written Policies and Procedures, clearly defined lines of accountability and delegation of authority and make provision for comprehensive reporting and analysis against approved standards and budgets and the responsibility for their accuracy, delegated to the Executive Directors and key management who are required to confirm that they regularly review the effectiveness thereof. The Board is committed to providing, timely, relevant and meaningful reporting to all stakeholders. Code of Conduct The Board strives to ensure that the Group conducts its business with the utmost integrity towards all its stakeholders, including its shareholders, employees, customers, suppliers and society at large. The Group has a documented Code of Conduct for employees designed to provide guidance as to the ethical conduct of employees in all areas, appropriate policies in respect of the safeguarding of assets and information, and the appropriate corrective measures to enforce these policies. The Group provides, monitors and audits a safe system for employees to report any unethical behaviour by fellow employees, directors or shareholders of the Group. The Code of Conduct must be adhered to by all those who work for, act on behalf of or represent the Group. This includes employees, managers, directors and other officers, contractors, consultants and other third parties when acting on behalf of or representing the Group. The Code of Conduct reaffirms the high standards of business conduct required of all employees of the Group and has been created as part of the Groups continuing commitment to ensure that it complies with all applicable laws, to ensure that it has an effective programme to prevent and detect violations of law and for the education and training of employees. Adherence to the Code of Conduct will help to maintain the highest ethical standards in dealings by each employee with all stakeholders. The Code of Conduct is a common reference point for defining how each employee is expected to act when conducting Group business. The Code of Conduct does not remove the need for all employees to exercise good judgement; it makes it easier. Each employee still has the responsibility to work with integrity and good judgement, as well as within the law. All employees must act in a fashion that will ensure that the Group continues to have the reputation of being: transparent and frank in its dealing with and disclosures to all stakeholders; socially and environmentally responsible; beyond reproach in the quality of its services; outstanding in its integrity and credibility; consistent in honouring its legal and moral obligations; aware of the need to foster loyalty and fidelity in long enduring relationships; and applies best practices in Corporate Governance. Chairperson and Chief Executive Officer On the Listing Date, the Board will be chaired by M S M Xayiya, an Executive Director. The Chairperson is responsible for providing leadership to the Board, overseeing its efficient operation and has been tasked with ensuring effective corporate governance practices.

37

The Chief Executive Officer, J M S Ferreira, is responsible for formulating, implementing and maintaining the strategic direction of Mvelaserve, as well as ensuring that the day-to-day affairs of the Group are appropriately supervised and controlled. Board As at the Listing Date, the Board will comprise a majority of Non-executive Directors, with all of the five Non-executive Directors being independent. The Board recognises that having an Executive Chairman is not in compliance with the recommendations of the King Code. To address this, the Board has appointed O A Mabandla as the Lead Independent Non-executive Director on the Board, effective on the Listing Date. The Board will retain full and effective control over the business of the Group.The Board has defined levels of materiality through a written delegation of authority, which sets out decisions the Board wishes to reserve for itself. The delegation will be regularly reviewed and monitored. Non-executive Directors will bring an independent view to the Boards decision-making. As a group, they will enjoy significant influence at the meetings. The Executive Directors have fixed terms of appointment and, in accordance with Mvelaserves Articles of Association, all the Non-executive Directors are subject, by rotation, to retirement and re-election by shareholders at least every three years. Generally, the Directors have been and will be nominated based on their calibre, credibility, knowledge, experience, impact they are expected to have and time and attention they can devote to the role.The Remuneration and Nomination Committee is responsible for vetting the individuals proposed for Directorship and making recommendations to the full Board for approval. Before nomination, appropriate background checks are performed on proposed new Directors. New Directors are taken through a formal induction programme and are provided with all the necessary background information to familiarise them with issues affecting the Board. The Board intends to meet at least four times a year with additional meetings called if necessary or desirable. Information relevant to a meeting is supplied on a timely basis to the Board ensuring Directors can make reasoned decisions. The Directors have unrestricted access to information and management in relation to the Group, and where appropriate, may seek the advice of independent professionals on matters concerning the affairs of the Group, at the expense of Mvelaserve. Independence of the Board The Boards independence from the team responsible for the daily management of Mvelaserve will be maintained by: keeping separate the roles of the Chairperson and the Chief Executive Officer; functioning Board committees comprised mainly Non-executive Directors; the Non-executive Directors not holding fixed term service contracts; all Directors, with prior permission of the Board, being entitled to seek independent professional advice regarding the affairs of the Group at the Companys expense; all Directors having access to the advice and services of the Company Secretary; and the appointment or dismissal of the Company Secretary being decided by the Board as a whole and not by one individual Director. Self governance The Board is accountable to shareholders but undertakes to manage itself. This includes but is not limited to: appointing and maintaining a Chairperson; regularly monitoring and appraising its own performance; maintaining transparency and accurate records of its decisions; and aiming to educate and update itself as a Board continuously on matters affecting the future of the Group. Board actions The Board discharges its responsibilities through a number of its actions, including: determining the Groups Code of Conduct and conducting its own affairs in a professional manner, upholding the core values of integrity, transparency and enterprise; evaluating, determining and ensuring the implementation of corporate strategy and policy;

38

 determining compensation, development, education and other relevant policies for Mvelaserve employees; and developing and setting disclosure and reporting practices at a minimum, as required by applicable law to best serve the needs of its shareholders. Strategy formulation and execution The Board defines the strategic policy intent and objectives of the Group as a business enterprise as well as its values. It executes them through the Chief Executive Officer and his management team and, except in exceptional circumstances, does not get involved in the day-to-day management of the Group. The Board requires a formal strategic planning system that reviews and approves or updates strategic plans presented by management annually and monitors the Groups performance against those plans. Additional roles and responsibilities Without limitation, the Board is further responsible for: monitoring the performance of the Group in all respects, including, inter alia: performance of the operations; financial reporting accuracy and integrity; management performance; risk exposures and controls; comparative performance against peers; and shareholder satisfaction; authorising and controlling capital expenditure and reviewing investment capital and funding proposals; setting the capital structure of the Group; seeking to ensure ethical behaviour and compliance with relevant laws, regulations, audit and accounting principles/ practices, the Groups own governing documents and Code of Conduct; the overall system of risk management system including setting management expenditure authorisation and exposure limit guidelines. Management is accountable to the Board for designing, implementing and monitoring the process of risk management and integrating it into operations; reviewing succession planning for the management team and endorsing senior executives appointments, organisational changes and general remuneration policy; and providing counsel and advice to the Chief Executive Officer and his team on all critical and sensitive matters. Board committees Several committees have been established to assist the Board in carrying out its duties. The Board has delegated to the committees specific roles of responsibility and these are set out in the respective committee charters. There is full disclosure and transparency from the committees to the Board. Each Board committee has its own charter which defines its purpose, authority and responsibility. The Board annually reviews the effective performance of each of its committees. A. Audit and Risk Committee On the Listing Date, this committee will consist of three Non-executive Directors, all of whom are independent. The members of this committee will be: G D Harlow (Chairman); O M Mabandla; and S Masinga. The Audit and Risk Committee is responsible for assisting the Board in fulfilling its responsibilities in respect of financial reporting issues, internal and external audit management, ensuring compliance with laws and regulations, risk management and development/maintenance of an effective internal control system.The Audit and Risk Committee will, on an annual basis, consider and satisfy itself of the appropriateness of the expertise and experience of the Chief Financial Officer of the Group. As at the Listing Date, the Audit and Risk Committee has satisfied itself of the appropriateness of the expertise and experience of the Chief Financial Officer, Mr G E Rth. It is intended that the Audit and Risk Committee will meet at least twice a year.

39

The Audit and Risk Committee members have unrestricted access to information and management of the Group and, where appropriate, may seek the advice of independent professionals on matters concerning the affairs of the Group, at the expense of Mvelaserve. The Audit and Risk Committee sets the principles for recommending the use of the external auditors for non-audit purposes, which include: tax services, including advice on tax planning and transfer pricing issues; corporate restructuring; merger and acquisition advice; and training. B. Remuneration and Nomination Committee On the Listing Date, the committee will consist of three Non-executive Directors, all of whom are independent. The members of this committee will be: F N Mantashe (Chairman); N Mbalula; and G D Harlow. This committee will meet at least twice a year and is responsible for assisting the Board in fulfilling its responsibilities in respect of maintaining an appropriate remuneration strategy, ensuring Directors and senior executives are fairly rewarded, providing for succession planning, assessing the effectiveness of the composition of the Board and evaluating the Board and individual Directors performances. The remuneration strategy is aimed at ensuring that levels of remuneration are sufficient to attract, retain and motivate executives and, where appropriate, aimed at aligning the executives interests with that of the shareholders. Consequently, an element of the strategy is aimed at ensuring that the performance-related elements of the executives remuneration should constitute a growing portion of total remuneration. The remuneration package will mainly have two elements: a market-related base pay and incentive pay comprising an annual cash bonus. A portion of the remuneration package shall be subject to certain pre-defined performance targets being met. In setting and approving remuneration levels and structures, the committee will make comparisons to remuneration paid by other companies in the same industry or similar industries, taking into account differing levels of responsibility, performance and complexity. In discharging its responsibilities, the committee may also get advice from specialist remuneration consultants as and when needed and consider remuneration levels for other executives and employees in the Group. C. Executive Committee This committee comprises the Executive Chairman, the Chief Executive Officer, the Chief Financial Officer and certain senior management of the Group. It is responsible for the operational activities of the Group, developing strategy and policy proposals for consideration by the Board and implementing the Boards directives. Other responsibilities of the Executive Committee include: providing leadership to the senior management and staff of the Group; developing the annual budget and business plans for approval by the Board; and developing, implementing and monitoring policies and procedures, internal controls, governance, risk management, ethics and authority levels. Company Secretary All Directors have access to the advice and services of the Company Secretary, whose appointment is in accordance with the Companies Act, and who is responsible to the Board for ensuring the proper administration of Board proceedings. The Company Secretary also provides guidance to the Directors on their responsibilities within the prevailing regulatory and statutory environment and the manner in which such responsibilities, including not dealing in the Ordinary Shares during restricted periods, should be discharged.

40

Share dealings On Listing, Mvelaserve will adopt a share dealing policy requiring all Directors, senior executives and the Company Secretary to obtain prior written clearance from either the Chairman of the Board or Chief Executive Officer to deal in Mvelaserve Ordinary Shares. The Chairman of the Board would require prior written clearance from the Chairman of the Audit and Risk Committee. Closed periods, as defined in the Listings Requirements, shall be observed as required by the Listings Requirements. During these periods, the Directors, executives and inside employees would not be permitted to deal in Mvelaserve Ordinary Shares. Additional closed periods would be enforced should Mvelaserve be subject to any corporate activity where a cautionary announcement, as defined in the Listings Requirements, is published. In addition, all share dealings by the Directors, the Company Secretary and any of their associates, as defined in the Listings Requirements, will be reported to the market in accordance with the requirements of the JSE. Internal control systems To meet the Groups responsibility to provide reliable financial information, the Group maintains financial and operational systems of internal control. These controls are designed to provide reasonable assurance that transactions are concluded in accordance with managements authority, that the assets are adequately protected against material losses and unauthorised acquisition, use or disposal, and that all transactions are properly authorised and recorded. The Group monitors the operation of the internal control systems in order to determine if there are deficiencies. Corrective actions are taken to address control deficiencies as they are identified. The Board, operating through the Audit and Risk Committee, oversees the financial reporting process and internal control systems. There are inherent limitations on the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, an effective internal control system can provide only reasonable assurance with respect to financial statement preparation and the safeguarding of assets.

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PART C: FINANCIAL INFORMATION HISTORICAL FINANCIAL INFORMATION, PRO FORMA FINANCIAL INFORMATION AND DIVIDEND POLICY

23. HISTORICAL FINANCIAL INFORMATION The historical consolidated financial information of the Mvelaserve Group and its subsidiaries for the three financial years ended 30 June 2010, 2009 and 2008 is set out in Annexure 2 to this Pre-listing Statement, the preparation of which is the responsibility of the Directors. The information set out below should be read in conjunction with such historical financial information and PKFs report set out in Annexures 2 and 3 to this Pre-listing Statement. Summarised statement of comprehensive income Set out below is the summary consolidated statement of comprehensive income of Mvelaserve, which has been extracted from the financial information of the Mvelaserve Group for the years presented: 12 months ended 30 June (R000) Revenue Cost of sales Gross profit Other income Operating expenses Operating profit Interest received 3rd party Interest paid 3rd party Interest treasury Dividend income Fair value adjustment and net loss from investments Share of profit from associates Profit before taxation Taxation Profit/(Loss) for the year from continuing operations Discontinued operations Profit for the year from discontinued operations Total comprehensive income for the year Total comprehensive income attributable to: Ordinary shareholders Minority shareholders 2010 (Audited) IFRS 4 061 998 (3 103 298) 958 700 32 671 (700 084)) 291 287 14 888 (77 943) 2 561 (2 726) 6 075 234 142 (80 282) 153 860 1 155 155 015 151 798 3 217 155 015 Weighted average number of ordinary shares in issue Earnings per ordinary share (R000) Headline earnings per ordinary share (R000)
1. Audited as part of Mvelaphanda Group Consolidation.

2009 (Reviewed)1 IFRS 3 601 257 (2 703 969) 897 288 49 344 (756 040) 190 592 25 433 (110 492) (7 324) 99 (40 663) 3 463 61 108 (72 753) (11 645) 1 533 (10 112) (12 473) 2 361 (10 112) 100 (125) (143)

2008 (Reviewed)1 IFRS 3 463 275 (2 616 880) 846 395 57 584 (794 665) 109 314 16 536 (30 341) (1 467) (15 663) 624 79 003 (67 564) 11 439 11 439 12 566 (1 127) 11 439 100 114 98

100 1 518 1 514

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Summarised statement of financial position Set out below is summary consolidated statement of financial position of the Mvelaserve Group, which has been extracted from the financial information of the Mvelaserve Group for the years presented: 12 months ended 30 June (R000) ASSETS Non-current assets Property, plant and equipment Goodwill Intangible assets Other non-current assets Current assets Trade and other receivables Trade and other receivables Mvela Group Cash and cash equivalents Other current assets Assets in disposal group held for sale Total assets EQUITY AND LIABILITIES Capital and reserves Shareholders equity Minority interest Non-current liabilities Interest bearing liabilities preference share funding Non interest bearing liabilities Mvela Group Other non-current liabilities Current liabilities Trade and other payables Interest bearing liabilities Mvela Group Other current liabilities Liabilities in disposal group held for sale Total equity and liabilities Net number of ordinary shares in issue Net asset value per ordinary share (R000) Net tangible assets per ordinary share (R000)
Note: The notes to the historical consolidated financial information have been fully disclosed in Annexure 2 to this Pre-listing Statement.

2010 (Audited) IFRS

2009 (Reviewed) IFRS

2008 (Reviewed) IFRS

975 105 387 619 412 704 132 631 42 152 1 753 501 763 876 97 878 374 809 516 938 5 045 2 733 651

928 440 312 602 414 164 129 836 71 838 1 417 826 705 467 97 878 210 251 404 230 2 346 266

887 857 266 258 406 827 127 790 84 296 1 191 938 579 467 105 950 219 150 287 371 280 295 2 357 304

233 300 227 817 5 483 1 367 158 482 438 722 117 162 603 1 133 193 793 736 100 478 238 979 2 733 651 100 2 278 (3 350)

78 898 76 019 2 879 1 179 327 482 438 566 362 130 527 1 088 041 748 002 93 560 246 479 2 346 266 100 760 (5 010)

90 054 88 492 1 562 981 849 848 870 129 979 1 099 405 712 965 74 397 312 043 176 895 2 357 304 100 855 (4 746)

Unaudited pro forma financial information The unaudited pro forma consolidated statement of comprehensive income and the statement of financial position of Mvelaserve and its subsidiaries for the year ended 30 June 2010, adjusted for the Restructuring, are set out below. The unaudited pro forma financial information below has been extracted from the pro forma financial information presented in Annexure 4 to this Pre-listing Statement.This information should be read in conjunction with such financial statements and financial information and the related notes in Annexure 4.

43

Summarised pro forma statement of comprehensive income Set out below is the summarised pro forma statement of comprehensive income of the Mvelaserve Group, which has been extracted from the pro forma financial information of the Mvelaserve Group as presented in Annexure 4: 30 June 2010 Revenue Zonke Before acquisition R000 R000 4 061 998 49 950 19 858 5 (1) (50 985) (13 946) (2 561) (22 453) (100 397) 6 075 (2 726) 19 862 (6 137) 13 725 (36 399) 15 603 (20 796) (53 546) 13 314 (40 232) 164 059 (57 502) 106 557 1 155 13 725 (20 796) (40 232) 107 712 0.71 0.71 0.71 0.71 Debt Restructure R000 Listing and Unbundling R000 After R000 4 111 948 260 160 947

Profit from operations 291 287 Interest income 3rd party 14 888 Interest treasury 2 561 Interest expense 3rd party (77 943) Share of profit from associates 6 075 Net fair value adjustments and profit/(loss) from investments (2 726) Profit before taxation Taxation expense Profit for the year from continuing operations Profit for the year from discontinued operations Total comprehensive income for the year Earnings per ordinary share (R) Headline earnings per ordinary share (R) Diluted earnings per ordinary share (R) Diluted headline earnings per ordinary share (R) 234 142 (80 282) 153,860 1 155 155 015 1 517 980 1 514 127 1 517 980 1 514 127

44

Summarised pro forma statement of financial position Set out below is the summary pro forma statement of financial position of the Mvelaserve Group, which has been extracted from the pro forma financial information of the Mvelaserve Group as presented in Annexure 4: 30 June 2010 ASSETS Non-current assets Property, plant and equipment Intangible assets Other non-current assets Current assets Trade and other receivables Trade and other receivables Mvela Group Cash and cash equivalents Other current assets Assets in disposal group held for sale Total assets EQUITY AND LIABILITIES Capital and reserves Shareholders equity Minority interest Non-current liabilities Interest bearing liabilities preference share funding Interest bearing liabilities Nedbank Non-interest bearing liabilities Mvela Group Other long-term liabilities Current liabilities Trade and other payables Interest bearing liabilities Mvela Group Other current liabilities Total equity and liabilities Net asset value per ordinary share (R) Net tangible asset value per ordinary share (R)
Note: The key assumptions and notes to the pro forma financial information have been fully disclosed in Annexure 4 to this Pre-listing Statement.

Zonke Before acquisition R000 R000

Debt Restructure R000

Listing and Unbundling R000

After R000

975 105 387 619 545 335 42 151 1 753 501 763 876 97 878 374 809 516 938 5 045 2 733 651

36 021 822 35 014 186 5 785 (133 492) (490 048)

1 011 126 388 440 580 349 42 337 1 135 746 763 876 (97 878) 67 607 (459 777)

256 5 529

(133 492)

309 180 63 690 5 045

41 806

(133 492)

(490 048)

2 151 917

233 300 227 817 5 483 1 367 158 482 438

37 707 31 120 6 587 (55 470) (482 438) 550 000

455 804 455 804 (722 117)

726 811 714 741 12 070 589 571

550 000 (722 117)

722 117 162 603 1 133 192 793 735 100 478 238 979 2 733 651 2 278 170 (3 350 380) 41 806 4 099 4 099

(123 032) (78 022) (219 690) 5 955 (100 478) (129 212) (490 048)

39 571 835 535 803 790

(78 022) (133 492)

31 745 2 151 917 5.05 0.82

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24. LOAN CAPITAL AND MATERIAL LOANS Details of the material loans to Mvelaserve as at the Last Practicable Date are set out in Annexure 10 to this Pre-listing Statement. No debentures have ever been issued by Mvelaserve. Mvelaserve did not have any material loans receivable outstanding as at 30 June 2010. 25. DIVIDENDS AND DIVIDEND POLICY The Board intends to adopt a competitive dividend policy, which will reflect the growth, long-term earnings and cash flows of the Group, while maintaining an appropriate dividend cover. A target dividend cover of approximately 2.5 times will be adopted. There is, however, no assurance that a dividend will be paid out and any dividend proposed by the Board in respect of any financial period will be dependent upon the operating results, financial position, investment strategy, capital requirements and other factors. It is currently anticipated that most of the cash available and cash generated by the business will be invested in the continued growth of its activities. It is anticipated that interim dividends will, if declared, be paid in March and final dividends will be paid in September of each year, in the approximate proportion of one-third and two-thirds of the annual dividend, respectively. If a dividend is unclaimed for three years after the payment date, it may be declared forfeited by the Directors for the benefit of Mvelaserve. There is no fixed date on which entitlement to dividends arises and the date of payment will be determined by the Directors or shareholders at the time of declaration, subject to the Listings Requirements. Relevant extracts of the Articles of Association relating to dividends are set out in Annexure 12 to this Pre-listing Statement. 26. MATERIAL CHANGES The material changes in the assets, liabilities and trading position of the Group that have taken place between 30 June 2010 and the Last Practicable Date, including those relating to the Restructuring, as detailed in Annexure 1, are as follows: Debt Restructure; disposal of Stamford Sales to Mvela Group; Mvelaserves agreement to acquire the 75% of the issued share capital of Zonke from Mvela Group in terms of the Zonke acquisition; and settlement of inter-company loans between Mvela Group and Mvelaserve. 27. WORKING CAPITAL STATEMENT The Directors are of the opinion that, in order to meet Mvelaserve Groups present requirements, that is for at least a period of 12 months from the date of this Pre-listing Statement: Mvelaserve Group will be able, in the ordinary course of business, to pay its debts; the assets of Mvelaserve Group will be in excess of the liabilities of Mvelaserve Group. For this purpose the assets and liabilities will be recognised and measured in accordance with the accounting policies used by Mvelaserve in its latest audited annual Group financial statements; the ordinary share capital and reserves of Mvelaserve Group will be adequate for ordinary business purposes; and the working capital of Mvelaserve Group will be adequate for ordinary business purposes.

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PART D: MANAGEMENTS DISCUSSION AND ANALYSIS CONDITIONS AND RESULTS OF OPERATIONS

OF

FINANCIAL

A brief discussion, per statement of comprehensive income and statement of financial position caption as detailed below, of the performance of Mvelaserve for the current and previous financial years ended 30 June 2010 and 30 June 2009.. The following discussion and analysis should be read together with the rest of the Pre-listing Statement, including the historical financial information in Annexure 2 and the pro forma financial information included in Annexure 4 to this Pre-listing Statement. The Group has presented pro forma financial information to 30 June 2010, which takes into account the Debt Restructuring and the Restructuring, and the settling of the inter-company loans between Mvela Group and Mvelaserve Group. All transactions are assumed to have been concluded in the financial year ended 30 June 2010, and have been included in the financial results for a full year. Mvelaserve Group On a comparable basis (including Zonke), Mvelaserve exceeded expectations in the financial year ended 30 June 2010 with revenue increasing by 15% to R4,112 million from R3,509 million the previous year. EBITDA increased from R371 million to R448 million. Facilities Management The performance of TFMC for the year exceeded the previous years results. The Customised Solutions pipeline is full of opportunities, a positive sign to diversify from reliance on the Telkom agreement. The extension of the Telkom agreement to 31 March 2016 was signed on 12 August 2010. It is expected that the new agreement will have a 20% to 25% negative impact on the profitability of TFMC. Security Protea Coin revenue for the year ended 30 June 2010 showed a strong improvement on the previous year. The improvement was principally due to a strong performance by the Assets-in-Transit and guarding divisions. This improvement is expected to continue under the current market conditions. Catering and Cleaning In 2010, the cleaning and catering division performed below the previous year. During the year the businesses were consolidated under one management and administrative team and the name was changed to Royalserve Catering and Royalserve Cleaning.The divisional restructuring has been finalised and the economies of scale will result in an improvement of the profitability of the combined business in the current financial year (2010/11). Diversified Services In 2010, the Diversified Services business unit performed below the previous year principally due to lower volume in the import/export markets affecting Contract Forwarding. Khuseti showed a strong improvement from the 2009. The franchise business, with in-store numbers in the region of 310 King Pie stores remained flat during the year. Zonke will continue with its current growth and the number of LPMs are increasing in line with expectations.

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28. REVENUE Years ended (R000) Unaudited 30 June 2010 pro forma 4 111 948 Audited 30 June 2010 4 061 998 +12.8% Reviewed 30 June 2009 3 601 257

Revenue Year-on-year growth

Revenue for the year ended 30 June 2010 increased by 13% or R461 million to R4 062 million (2009: R3 601 million). The pro forma results include R50 million revenue from Zonke. 29. OPERATING COSTS Years ended (R000) Unaudited 30 June 2010 pro forma 767 625 Audited 30 June 2010 700 084 7.9% Reviewed 30 June 2009 756 040

Operating costs Year-on-year growth

Operating expenses decreased at a rate below inflation. The pro forma operating costs include bonuses payable to Directors and senior managers of Mvelaserve, listing expenses and operating expenses in relation to Zonke. 30. OPERATING PROFIT Years ended (R000) Unaudited 30 June 2010 pro forma 260 160 Audited 30 June 2010 291 287 +52.83% Reviewed 30 June 2009 190 592

Operating profit Year-on-year growth

The improvement in operating profit is due to the increase in revenue and reduction in operating costs. The pro forma operating profit decreased because of the listing expenses and the bonuses payable as described above, and increased as a result of the operational profits of Zonke. 31. DEPRECIATION Years ended (R000) Unaudited 30 June 2010 pro forma 104 465 Audited 30 June 2010 103 916 1,7% Reviewed 30 June 2009 105 717

Depreciation Year-on-year growth Depreciation remained relatively flat year-on-year. 32. EMPLOYEE COSTS Years ended (R000)

Unaudited 30 June 2010 pro forma 1 986 075

Audited 30 June 2010 1 932 548 +17,7%

Reviewed 30 June 2009 1 641 300

Employee costs Year-on-year growth

Employee expenses increased as a result of the higher revenue generated by more employees appointed to generate the revenue and increases in salary expenses. The pro forma employee costs include the bonuses as described above and employee expenses for Zonke.

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33. FINANCE COSTS Years ended (R000) Unaudited 30 June 2010 pro forma 100 397 Audited 30 June 2010 77 943 29.5% Reviewed 30 June 2009 110 492

Finance costs Year-on-year growth

Finance costs were lower as a result of the decrease in the average interest rate of 4% from 2009 to 2010.The pro forma finance costs increased by R22 million in terms of the Restructuring and the Debt Restructure. 34. TAXATION Years ended (R000) Unaudited 30 June 2010 pro forma 57 502 Audited 30 June 2010 80 282 10.3% Reviewed 30 June 2009 72 753

Taxation Year-on-year growth

Taxation increased as a result of increased profits and the reduction of available tax losses. The pro forma taxation decreased as a result of the additional taxable expenses incurred. 35. CASH FLOW ANALYSIS Cash flow for the year showed an increase in line with the overall improvement of the Group. 36. ANALYSIS OF STATEMENT OF FINANCIAL POSITION 36.1 Assets 36.1.1 Property, plant and equipment The R192 million additions were mainly as a result of the growth in Protea Coin. 75% of the additions were for expansion of new business and the remainder for the replacement of assets. 36.1.2 Net working capital Trade and other receivables increased by 7% to R764 million from the previous year which is in line with the increase in revenue. Inventories remained flat in the region of R42 million. Cash improved by R164 million to R375 million as at 30 June 2010. Trade and other payables increased 6% to R794 million from the previous year. 36.2 Liabilities The preference share funding remained constant in 2010. The total asset finance increased by 34% due to the acquisition of property, plant and equipment as a result of the expansion of the business in the 2010. The preference share funding will be replaced with new debt from Nedbank Limited in terms of the Debt Restructure.

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PART E: RISK FACTORS

Investing in the Mvelaserve Ordinary Shares involves risk. Accordingly, before investing in Mvelaserve Ordinary Shares, Prospective Investors should carefully consider the risks described below in addition to the other information in this Pre-listing Statement. Although information has been provided in this Pre-listing Statement in relation to the Mvelaserve Ordinary Shares, a Prospective Investor should use his or her own judgement and seek advice from an independent financial adviser as to the appropriate value of the Mvelaserve Ordinary Shares. Mvelaserves business, financial position, results of operations, growth, strategies and dividend policy could be materially adversely affected by a number of risks, including those set out below. These risks could also have an adverse effect on the trading price of Mvelaserve Ordinary Shares. The risks described below are not the only risks faced by Mvelaserve. Additional risks not presently known to Mvelaserve or that the Directors currently deem immaterial may also adversely affect the Groups business, financial position, results of operations, growth, strategies and dividend policy. This Pre-listing Statement contains forward-looking statements that involve risks and uncertainties. Mvelaserve Groups actual results may differ significantly from the results discussed in such forward-looking statements. Factors that might cause such differences include those discussed below. 37. RISKS RELATED TO MVELASERVES BUSINESS Mvelaserve Groups business is dependent on general economic conditions. Although Mvelaserve Groups products, services, clients and industry are designed to limit the Groups exposure to economic downturns, localised downturns in markets where it has operations, including any downturns in the various industries within which it operates, could reduce demand for its products and services and negatively impact its revenues and profitability. Any of the foregoing economic events could negatively affect Mvelaserve Groups industry or the industries in which its clients operate, which may cause the demand for Mvelaserve Groups products and services to decline and therefore harm its revenues and profitability. Failure to retain and attract key personnel and qualified employees could impede Mvelaserve Groups ability to execute its business plan and growth strategy, and lead to a loss of clients. The Groups performance depends to a large extent on the efforts and abilities of its key personnel and employees. The Group believes that its success will continue to depend, in part, upon its ability to continue to attract, retain and motivate the necessary personnel, including executive officers and certain other key employees. Between them, the key executives of Mvelaserve Group have years of experience in facilities management, security, cleaning and catering industries.These executives, along with other key personnel, have a knowledge and understanding of Mvelaserve Group and its industry that cannot be readily duplicated in the short-term. They generally have substantial experience and expertise in their fields of operations and have made significant contributions to the growth of Mvelaserve Group as a whole. The competition for qualified personnel in the industry is strong and there can be no assurance that Mvelaserve Group will be successful in retaining such personnel or attracting replacement personnel. Failure to attract and retain such personnel, including any member of Mvelaserve Groups senior management team, could have a material adverse effect on Mvelaserve Groups business by impairing its ability to execute its business plan and growth strategy, causing it to lose clients and reduce its revenues. Mvelaserve Groups business largely involves contracting with clients, and if these agreements result in unrecoverable amounts and/or create disputes, then this will negatively affect profitability. The Group is exposed to risks relating to its entrance into large contracts with key clients. These risks include, among other things, material contract failure and inadequate contract variation management. In the case of material contract failure, Mvelaserve Group is exposed to the risk that disputes may arise with third parties and the outstanding balances due to Mvelaserve Group under the agreements, which in some instances may include material amounts, may not be recoverable on time or at all. The inability to recover amounts owed under large client contracts in a timely manner may affect Mvelaserve Groups cash flow positions, and may otherwise have a material adverse effect on its results of operations and financial conditions. Material contract failures may be caused by internal factors, including inadequate service and legal risk assessment, lack of clarity in the scope of work, poor labour productivity or insufficient project management resources (e.g. skills and expertise). Contract failures may be caused by external factors as well, such as problematic clients or changes in general economic conditions, resulting in unrecoverable costs and forfeited profit margins and ultimately having an adverse effect on its financial condition or results of operations.

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Mvelaserve Group conducts its business in South Africa which is subject to certain political, social and economic conditions. The Mvelaserve Group is incorporated in and has its head office, operations, customers and investors located in South Africa. Accordingly, the countrys political, social and economic conditions are relevant to investors in assessing a proposed investment in Mvelaserve Ordinary Shares. In general, South Africa faces many challenges in overcoming substantial inequalities in levels of social and economic development among its people. The South African Government has taken a number of significant steps towards addressing the social and economic problems in South Africa, although certain problems still exist. While South Africa features a highly developed financial and legal infrastructure at the core of its economy, it has high levels of unemployment, poverty and crime. Particular considerations include how the South African Government will ultimately address such tensions and problems, to what extent its efforts will be successful, the political, social and economic consequences of such efforts and the effect on South African businesses of the continuing integration of the South African economy with the economies of the rest of the world. The economic direction of South Africa may be influenced by the extent to which the South African Government, organised labour and business are able to agree upon common goals and the means of achieving them. While Mvelaserve Group believes that the economic sentiment is positive for the future, these social and economic problems may have a negative impact on the South African economy and in turn may have an adverse effect on Mvelaserve Groups South African operations and on its business and financial performance as a whole. As discussed in paragraph 10 of this Pre-listing Statement headed The Business of Mvelaserve Limited Black Economic Empowerment, BEE is a central part of the South African Governments economic transformation strategy. A portion of Mvelaserve Groups revenues are dependent on payments from Government, and reductions or delays in these payments or the implementation of other measures to reduce reimbursements from Government may reduce Mvelaserve Groups revenues. The Group has a number of contacts with various national, provincial and local Government departments, particularly through the security, cleaning and catering businesses. Many companies in South Africa contracted with the Government, including Mvelaserve have experienced and may continue to experience significant delays in receiving payments from some of the government departments. In addition, Government departments may be unable to pay for services in the event of budget deficits or failure to receive funding from the national Government. Recently, various Government departments have cancelled a number of service contracts, citing budget cuts, fruitless and irregular expenditure as the reason. Any delays or failures by Government to reimburse Mvelaserve Group for services rendered may have a material adverse effect on Mvelaserves business, prospects, financial condition or results of operations. A decrease in the quality of services provided by Mvelaserve Group may negatively impact Mvelaserve Groups reputation. Mvelaserves business model is dependent on Mvelaserve Group providing quality services and products. If the various businesses of Mvelaserve are unable to continue providing quality services to clients, or fail to maintain their high standards of client satisfaction, Mvelaserve Groups business could be adversely impacted. In addition, any failure of Mvelaserve employees to maintain high quality service standards, could adversely affect Mvelaserve Groups reputation or subject Mvelaserve Group to liability. The fixed-term nature of significant contracts could impair business continuity in some of Mvelaserve Groups businesses. Mvelaserve has entered into limited fixed-term agreements with Telkom and the NGB, for TFMC and Zonke, respectively. Non-renewal or cancellation of these contracts at the end of the term could result in a significant decrease in the revenue and profitability of Mvelaserve Group. The Directors are confident that the risk of contract cancellation by the clients is low due to the high quality service provided by TFMC and Zonke. Furthermore, the Directors are equally confident that the clients are likely to extend the contracts beyond their current term. Strikes or other industrial action could impair Mvelaserve Groups ability to provide services to clients. As at 30 June 2010, Mvelaserve Group had a total employee workforce of approximately 30 000, of which approximately 60% were members of trade unions. Mvelaserve Group businesses have in the past and may in future be subject to strike or industrial action. Any such strikes or industrial action in the future may have a material adverse effect on Mvelaserve Groups business, prospects, financial condition or results of operations.

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Mvelaserve Groups operations could be adversely affected by a failure of Mvelaserve Groups information systems. Any system failure that causes an interruption in service or availability of Mvelaserve Groups systems could adversely affect operations or delay the collection of revenues. Although reasonable measures are in place to safeguard Mvelaserves servers, they are vulnerable to computer viruses, break-ins and similar disruptions from unauthorised tampering.The occurrence of any of these events could result in interruptions, delays, the loss or corruption of data, the unauthorised release of confidential data or cessations in the availability of systems, all of which could have a material, adverse effect on Mvelaserve Groups business, prospects, financial condition or results of operations. Mvelaserve Group may in the future be subject to competition or anti-trust laws which may adversely affect its business, operations or financial condition. Mvelaserve Group is subject to competition and anti-trust laws in South Africa. The Competition Amendment Bill, if approved in its current form, will introduce significant reforms to the Competition Act, including criminalisation provisions and provisions relating to regulation of so called complex monopolies, which do not require an agreement, arrangement or understanding between firms in order to hold two or more firms liable for market characteristics that indicate co-ordinated conduct between the firms. If Mvelaserve Group is subject to any investigation by or sanctions from the competition authorities in South Africa under the current or any future competition legislation, or investigation by or sanctions from the competition authorities in other jurisdictions, Mvelaserve Groups business, prospects, financial condition or results of operations may be materially adversely affected. Strict liability introduced by the CPA exposes suppliers and service providers to a much wider net of potential liability. Section 61 of the CPA establishes a form of modified strict liability of producers, importers, distributors or retailers in respect of harm caused by, or as a result of, the supply of any unsafe goods, product failures, defects or hazards in any goods, or inadequate instructions or warnings provided to the consumer, and pertaining to any hazard arising from or associated with the use of any goods, irrespective of whether the harm resulted from any negligence on the part of the producer, importer, distributor or retailer.This is a significant departure from the existing common law in terms of which a consumer generally has to prove fault (negligence) on the part of the manufacturer, producer or supplier as the case may be, in order to be successful with a claim for damages. Certain of Mvelaserve Groups businesses operate in highly regulated industries. Certain of Mvelaserve Groups businesses operate in highly regulated industries, particularly Protea Coin as it relates to the security industry regulations and firearm licensing requirements, and Zonke as it relates to the gambling regulations. No assurance can be given that the South African Government and/or industry regulatory bodies will not implement new regulations or amend existing regulations, or otherwise take actions which could have a material adverse effect on Mvelaserve Groups business, financial conditions, results of operations and on prospects.

52

PART F: SHARE CAPITAL

38. SHARE CAPITAL The authorised and issued share capital of Mvelaserve on the Listing Date will be as follows: (R) Authorised share capital 500 000 000 no par value ordinary shares Issued share capital 141 561 673 no par value ordinary shares Total issued stated capital No Mvelaserve subsidiary holds any of the issued share capital as treasury shares. No Mvelaserve Ordinary Shares will be listed on any securities exchange other than the JSE. Mvelaserve has not issued any debentures. The unissued Mvelaserve Ordinary Shares are under the control of the Directors, subject to the provisions of sections 221 and 222 of the Companies Act and the Listings Requirements. There are no founders or deferred shares. Other than the Mvelaserve Ordinary Shares which are expected to be listed on the JSE, no securities have been issued by Mvelaserve nor listed on any other stock exchange. There are no preferential conversion and/or exchange rights attached to any Mvelaserve securities In terms of the Articles of Association, any variation of the rights attaching to the Mvelaserve Ordinary Shares will either require the consent of the Mvelaserve Ordinary Shareholders holding at least three-fourths of the Mvelaserve Ordinary Shares or with a sanction of a resolution passed in the manner prescribed in the Companies Act or the passing of a special resolution in a general meeting of the Mvelaserve Ordinary Shareholders. Provided that, to every such general meeting, all the provisions of the Articles of Association relating to general meetings shall mutatis mutandis apply except that the quorum shall be not less than 3 (three) persons holding or representing by proxy not less than 51% (fifty-one percent) of the Mvelaserve Ordinary Shares, provided further that if at any adjourned meeting, such quorum is not present, the shareholders present shall form a quorum In accordance with the Articles of Association, at a general meeting of the shareholders of Mvelaserve every shareholder present in person or by proxy (or, if a body corporate, duly represented by an authorised representative), shall have one vote on a show of hands, and on a poll every shareholder present in person or by proxy shall be entitled to that proportion of the total votes in Mvelaserve which the aggregate amount of the nominal value of the Ordinary Shares held bears to the aggregate amount of the nominal value of all the Ordinary Shares issued by Mvelaserve. Accordingly, for so long as all the Ordinary Shares issued by Mvelaserve have the same nominal value, a Mvelaserve Ordinary Shareholder will have one vote for each Mvelaserve Ordinary Share of which that person is the registered holder. No special voting powers are reserved to any founder, vendor, Director or other person. All authorised and issued Mvelaserve Ordinary Shares will be of the same class and will rank pari passu in every respect. Set out in Annexure 12 to this Pre-listing Statement are extracts from the Articles of Association dealing with the rights of holders of Mvelaserve Ordinary Shares to dividends, profits and/or capital, including rights on liquidation and distribution of capital assets. In terms of the Articles of Association, a dividend which remains unclaimed after a period of three years from the payment date may be declared forfeited by the Directors for the benefit of Mvelaserve

53

39. ALTERATIONS TO SHARE CAPITAL IN THE PAST THREE YEARS Set out below are the alterations to the ordinary share capital of Mvelaserve which have occurred during the past three years: On or about 7 October 2010, Mvelaserve altered each share in the entire authorised capital of R1 000, consisting of 1 000 ordinary shares of R1 each, and the issued ordinary share capital of R100, consisting of 100 ordinary share of R1 each, by implementing a share split of each share of R1 each into 794 560 Ordinary Shares of R0.00012585581957 each, thus increasing the authorised number of shares to capital of R1 000, consisting of 794 560 000 ordinary shares of R0.00012585581957 each each, and the issued ordinary share capital of R100, consisting of 79 456 000 ordinary share of R0.00012585581957 each; On or about 7 October 2010, Mvelaserve cancelled 294 560 000 ordinary shares from the authorised share capital of Mvelaserve, such that the total authorised share capital consisted of 500 000 000 Ordinary Shares of R0.00012585581957 each; On or about 7 October 2010, Mvelaserve converted its entire authorised and issued share capital from ordinary shares with a par value of R0.00012585581957 each, to ordinary shares with no par value; On or about 7 October 2010, 6 850 937 Mvelaserve Ordinary Shares were issued as consideration for the Zonke acquisition, to the value of R81 000 000. The total value of the premium was R80 999 138; and On or about 7 October 2010, 55 254 736 Mvelaserve Ordinary Shares were issued to Mvela Group at a subscription price of R653 287 804 which was applied by Mvelaserve in the net settlement of the inter-company loans between Mvelaserve and Mvela Group. For the past three years prior to the date of this Pre-listing Statement, no share premium has been paid in respect of any Mvelaserve Ordinary Shares and Mvelaserve has not repurchased any Mvelaserve Ordinary Shares. 40. ORDINARY SHARES ISSUED OTHERWISE THAN FOR CASH Save as set out in the preceding paragraph, no Mvelaserve Ordinary Shares were, within the three years preceding the date of this Pre-listing Statement, issued, or agreed to be issued, by Mvelaserve or any of its Subsidiaries to any person, other than for cash. As part of the Restructuring, 62 105 673 Mvelaserve Ordinary Shares of no par value were issued to Mvela Group, as illustrated below: Number of Ordinary Shares held 6 850 937 55 254 736 62 105 673 Value of transaction R 81 000 000 653 287 804 734 287 804

Shareholder Zonke acquisition Net settlement of inter-company loans Total

Set out in Annexure 1 to this Pre-listing Statement, are further salient details relating to the Zonke acquisition. 41. OPTIONS OR PREFERENTIAL RIGHTS IN RESPECT OF SHARES Neither Mvelaserve nor any of its Subsidiaries are party to any contract or arrangement (or proposed contract or arrangement), whereby an option or preferential right of any kind is (or is proposed to be) given to any person to subscribe for any Mvelaserve Ordinary Shares. 42. PREVIOUS OFFERS There have been no bona fide offers for sale or sale of any Mvelaserve Ordinary Shares or any of its Subsidiaries which have been acceptable to the board of Mvela Group during the three years prior to the date of issue of this Pre-listing Statement, other than the Ordinary Shares issued by Mvelaserve as already mentioned in this Pre-listing Statement.

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PART G: PARTICULARS OF THE LISTING

43. LISTING OF MVELASERVE ORDINARY SHARES ON THE JSE Subject to the fulfilment of the conditions precedent set out in the Salient Information section of this Pre-listing Statement, the JSE has approved the Listing of all the Mvelaserve Ordinary Shares in the Business Support Services sector of the JSE lists under the abbreviated name Mvelasv, symbol MVS and ISIN: ZAE000151353. Following the Listing, Mvela Group will distribute 100% of the Ordinary Shares it holds in Mvelaserve, to its Ordinary Shareholders. This will ensure that the spread requirements detailed in the Listings Requirements are fulfilled. 44. EXCHANGE CONTROL REGULATIONS Currency and shares are not freely transferable from South Africa to any jurisdiction falling outside the geographical borders of South Africa, other than jurisdictions falling within the Common Monetary Area and must be dealt with in terms of the Exchange Control Regulations of the South African Reserve Bank as described more fully in Part H of this Pre-listing Statement. The Exchange Control Regulations also regulate the acquisition by former residents and nonresidents of Mvelaserve Ordinary Shares. Prospective Investors who are resident outside the Common Monetary Area should seek advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed to enable investing in the Mvelaserve Ordinary Shares. 45. DEMATERIALISATION OF MVELASERVE ORDINARY SHARES Once listed, the Mvelaserve Ordinary Shares will be available to Prospective Investors in Dematerialised form only. Accordingly, all Prospective Investors must appoint a CSDP, directly or through a broker, to receive and hold the Ordinary Shares in Dematerialised form on their behalf. Should a shareholder require a physical share certificate for its Mvelaserve Ordinary Shares, it will have to materialise its Mvelaserve Ordinary Shares by contacting and informing its CSDP to do so. It is noted that there are risks associated with holding shares in certificated form, including the risk of loss or tainted script, which are no longer covered by the JSE Guarantee Fund. All Mvelaserve Ordinary Shareholders who elect to convert their Ordinary Shares from Dematerialised form into Certificated form will have to Dematerialise their Mvelaserve Ordinary Shares should they wish to trade them under the terms of Strate (see paragraph 46 below headed Strate in this Pre-listing Statement). 46. STRATE Ordinary Shares may only be traded on the JSE in electronic form (Dematerialised Ordinary Shares) and will be trading for electronic settlement in terms of Strate immediately following the Listing. Strate is a system of paperless transfer of securities. If you have any doubt as to the mechanics of Strate please consult your broker, Participants or other appropriate adviser and you are referred to the Strate website at http://www.strate.co.za Some of the principal features of Strate are as follows: electronic records of ownership replace share certificates and physical delivery of certificates; trades executed on the JSE must be settled within five Business Days; all investors owning Dematerialised Ordinary Shares or wishing to trade their securities on the JSE are required to appoint either a broker or a Participant to act on their behalf and to handle their settlement requirements; and unless investors owning Dematerialised Ordinary Shares specifically request their Participant to register them as an own name shareholder (which entails a fee), their Participants or brokers nominee company, holding shares on their behalf, will be the shareholder (member) of the relevant company and not the investor. Subject to the agreement between the investor and the Participant or broker (or the Participants or brokers nominee company), generally in terms of the rules of Strate, the investor is entitled to instruct the Participant or broker (or the Participants or brokers nominee company), as to how it wishes to exercise the rights attaching to the Ordinary Shares and/or to attend and vote at meetings of Mvelaserve Ordinary Shareholders.

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PART H:TAX AND EXCHANGE CONTROL

47. TAXATION ISSUES The following summary describes certain tax consequences of the purchase, ownership and disposition of the Ordinary Shares. It is not an exhaustive description of all the possible tax consequences of any purchase, ownership or disposition. This summary is based on the laws as in force and as applied in practice on the date of this Pre-listing Statement and is subject to changes to those laws and practices subsequent to the date of this Pre-listing Statement. In the case of persons who are non-residents of South Africa for fiscal purposes, it should be read in conjunction with the provisions of any applicable double tax convention between South Africa and their country of tax residence. Investors should consult their own advisers as to the tax consequences of the purchase, ownership and disposal of Ordinary Shares in light of their particular circumstances, including, in particular, the effect of any state, regional, local or other tax laws. 47.1 Residence based system of taxation Since 1 January 2001 South Africa has moved from a largely source based to a residence based system of taxation. Residents of South Africa are taxed on their world-wide income and capital gains, whereas non-residents are taxed only on income and certain capital gains sourced in South Africa or deemed to be from a source in South Africa. 47.1.1 Individuals An individual will be a resident of South Africa for tax purposes if: such individual is ordinarily resident in South Africa. This term is not defined in the Income Tax Act, and therefore its meaning is determined according to guidelines established by the courts. Generally, a persons ordinary residence will be, the country to which he would naturally and as a matter of course return from his wandering; as contrasted with other lands it might be called his usual or principal residence and it would be described more aptly than other countries as his real home (Cohen v CIR 13 SATC 362); or the requirements of the physical presence test are met. This is determined with reference to the number of days spent by the individual in South Africa during a six-year period. A natural person would meet the physical presence test if he is physically present in South Africa: for a period or periods exceeding 91 days in aggregate during the relevant year of assessment, as well as for a period or periods exceeding 91 days in aggregate during each of the five years of assessment preceding such year of assessment; and for a period or periods exceed 915 days in aggregate during those five preceding years of assessment. Should a person meet both tests, he will be deemed to be a resident from a tax perspective with effect from the first day of the relevant year of assessment in which the two tests have been met. A day includes a part of day, but excludes any day that the person is in transit through South Africa between two places outside South Africa and such person has not formally entered South Africa. 47.1.2 Legal persons (company, close corporation and trust) As regards legal persons, a resident is defined in the Income Tax Act as any person which is incorporated, established or formed in South Africa or which has its place of effective management in South Africa. Reference can be made to Income Tax Interpretation Note 6 Resident: Place of Effective Management issued on 26 March 2002 which details the approach adopted by the South African Revenue Service. The South African Revenue Authorities have indicated that the place of effective management is the place where the company is managed on a regular or day-to-day basis by the directors or senior managers of the company, irrespective of where the overriding control is exercised, or where the board of directors meets. If the management functions are executed at a single location, the location will be the place of effective management. It has been indicated that the following facts and circumstances must be considered to determine the effective management of a company: where the centre of top-level management is located; location of and functions performed at the headquarters;

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 where the business operations are actually conducted; where controlling shareholders make key management and commercial decisions in relation to the company; legal factors such as the place of incorporation, formation or establishment, the location of the registered office and public officer; where the directors or senior managers reside; the frequency of the meetings of the companys directors or senior managers and where they take place; the experience and skills of the directors and managers; the actual activities and physical location of senior employees; the scale of onshore as opposed to offshore operations; and the nature of powers conferred upon representations of the entity. The approach adopted by the South African Revenue Authorities may differ from the interpretation attached to this concept by the OECD, in the sense that the OECD has indicated that one should consider the place where key management and commercial decisions are taken as opposed to the operational execution of decisions. 47.1.3 General proviso regarding treaty resident persons The Income Tax Act excludes from the definition of resident all persons (legal or natural) that are deemed to be exclusively resident in another country in terms of a double tax convention for the avoidance of double taxation to which South Africa has concluded. 47.2 Dividend income Currently, any amounts distributed by a company and funded out of profits or reserves to its shareholders, including amounts distributed by a company to acquire, cancel or redeem its own shares, are generally considered to be dividends, except to the extent that the distribution represents a reduction in the share premium or share capital account of the company and such amounts do not comprise of any amounts transferred from profits. A distribution of share premium or share capital in these circumstances can, however, be deemed to be a distribution of profits to shareholders of a particular class to the extent that the share capital and share premium so reduced exceeds the share capital and share premium contributed by that class of shareholders. In general, dividends paid by the Group to South African Ordinary Shareholders and non-South African Ordinary Shareholders will be exempt from South African income tax in their hands. 47.3 Secondary Tax on Companies Under current law, the Group will be subject to a tax known as STC on the net amount of any dividends declared by it. The STC rate is currently 10%. 47.4 Proposed Dividends Tax The STC regime is set to be replaced with a new Dividends Tax Legislation, which will constitute a withholding tax imposed at a shareholder level. The new Dividends Tax Legislation has been enacted, but will only become effective from a date to be determined by the Minister of Finance by notice in the Gazette, which date must be at least three months after the date of such notice. This date has not yet been determined, but is expected to be around late 2011. Dividends Tax will be imposed in respect of any dividend paid by a company on or after the effective date referred to above, and will be levied at a rate of 10%. This rate may be reduced to as low as 5% under the provisions of certain double tax conventions. In addition, the Dividends Tax Legislation includes a number of exemptions, including exemptions for onshore inter-company dividends and dividends paid to certain exempt entities. Once effective, the new definition of dividend will be any amount transferred or applied by a company for the benefit of any shareholder by virtue of any share held by that shareholder in that company, whether by way of a distribution, or as consideration for the acquisition of any share in that company.

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The new dividend definition will contain four exclusions. First, amounts resulting in a reduction of contributed tax capital (CTC) (as described below) will not constitute a dividend. Second, dividends will not include capitalisation awards. Third, an open market purchase by a listed company of its own shares on the exchange operated by the JSE will not constitute a dividend. Lastly, dividends will not include redemptions of a participatory interest in a foreign collective investment scheme. CTC, in its basic form, will comprise amounts received or accrued by a company as consideration for the issue of its shares. This would therefore typically be share capital and share premium (excluding any portion thereof which comprises capitalised reserves). 47.5 Distributions of share premium A distribution by a company of share premium (or CTC in terms of the new Dividends Tax Legislation) does not/will not constitute a dividend for STC/Dividend Tax purposes. Instead, such amount will constitute a part disposal and thus proceeds in the South African shareholders hands for CGT purposes, if the shares are held on capital account. The South African shareholder will be treated as having partly disposed of their shares in these circumstances. A pro rata portion of the South African shareholders base cost for their shares will be deducted against such deemed proceeds, with the net amount being subject to CGT. The portion of the base cost to be deducted in this regard is the same ratio thereof as the market value of the distribution bears to the market value of the shares prior to the distribution. 47.6 Capital Gains Tax South African resident shareholders Individuals A disposal of shares by an individual shareholder who is resident in South Africa for tax purposes will give rise to a gain (or loss) for the purposes of CGT. The capital gain (or loss) on disposal of the shares is equal to the difference between the disposal proceeds and the base cost. A shareholders base cost in the shares will generally be the consideration paid for those shares, and costs directly incurred in the buying or selling thereof such as securities transfer tax, transfer costs brokerage or legal advisers fees. The base cost in the shares may be increased by one-third of any interest incurred to finance the cost of acquiring the shares, if the shares are listed on the JSE, to the extent that such amounts are not otherwise allowable for deduction in the determination of taxable income. A gain on a disposal of shares, together with other capital gains, less allowable capital losses in a year of assessment, is subject to tax at the individuals marginal tax rate (maximum 40%) to the extent that it exceeds the annual exclusion (R17 500 for the years of assessment ended ending 28 February 2011). Only 25% of the net capital gain is included in taxable income, resulting in a maximum effective tax rate on capital gains of 10%. On the death of a taxpayer, there is a deemed disposal of the shares at market value, unless the shares are bequeathed to, or in favour of, a surviving spouse. Deemed disposals to a surviving spouse, who is a South African resident, are treated, in practical effect, as taking place at no gain or loss. The annual exclusion where death occurs during the year of assessment ending 28 February 2011 is R120 000. Where a taxpayer emigrates (i.e. gives up South African tax residence) there will also be a deemed disposal of the shares at market value and this will trigger CGT. South African resident shareholders Corporates A disposal of shares by a South African resident corporate shareholder may give rise to a capital gain (or loss) for the purposes of taxation of capital gains. The capital gain (or loss) on disposal of the shares is equal to the difference between the disposal proceeds and the base cost. A shareholders base cost in the shares will generally be the consideration paid for the shares, and costs directly incurred in the buying or selling thereof such as securities transfer tax, transfer costs brokerage or legal advisers fees.The base cost in the shares may be increased by one-third of any interest incurred to finance the cost of acquiring the shares, if the shares are listed on the JSE, to the extent that such amounts are not otherwise allowable for deduction in the determination of taxable income. A capital gain on a disposal of shares by a corporate shareholder, together with other capital gains, less allowable losses in a year of assessment, is subject to tax at the normal tax rate for companies (currently 28%). Only 50% of the net capital gain is included in taxable income, resulting in a maximum effective tax rate on capital gains of 14%. Non-South African resident shareholders individuals and corporates A disposal of shares by a non-South African resident would give rise to a gain (or loss) for the purposes of CGT to the extent that the gains are realised pursuant to the disposal of any interest in immovable property situated in South Africa. An interest in immovable property situated in South Africa includes shares if:

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 80% or more of the market value of the shares, at the time of disposal, is attributed directly or indirectly to immovable property held otherwise than as trading stock; and the shareholder (alone or together with any connected person in relation to that shareholder), directly or indirectly holds at least 20% of the shares. Currently not more than 80% of the market value of the shares of the Group is attributable to immovable property and consequently the part disposal of the Mvelaserve Ordinary Shares will not fall within the ambit of the South African Capital Gains Tax legislation. Deemed capital gain The proceeds from the disposal of shares may be on capital or revenue account. The nature of the proceeds will depend on the intention of the shareholder. The proceeds will be deemed to be on capital account if the shareholder had been the owner of the shares for a continuous period of at least three years. 47.7 Estate duty Where a person who is ordinarily resident in South Africa holds shares at the date of his or her death, the market value of such shares will be included in the estate. Estate duty is levied at a flat rate of 20% on the dutiable amount of the deceased estate to the extent that it exceeds R3.5 million per estate. In determining the dutiable amount of an estate, deductions are, inter alia, allowed for the value of bequests and property left to a surviving spouse, and estate liabilities, including Capital Gains Tax paid on the deemed disposal of the shares on date of death. 47.8 Securities transfer tax Securities transfer tax (STT) of 0.25% of the applicable taxable amount is payable in respect of every transfer of securities issued by a company incorporated in South Africa. Transfer includes any cancellation or redemption of a security, but does not include the issue of a security or any event that does not result in a change in beneficial ownership of a security. A purchase of shares from or through the agency of a JSE-registered broker is subject to STT of 0.25% of the purchase consideration. The STT is payable by the broker, which may recover it from the transferee. Where Shares are not purchased from or through the agency of a broker, but the change in beneficial ownership is effected by a Participant, STT of 0.25% of the greater of the declared purchase consideration or the JSE closing price of shares on the date of the transaction is payable by the Participant, which may recover it from the transferee. In any other case of a change in beneficial ownership of shares, STT of 0.25% of the greater of the declared purchase consideration or the JSE closing price of Shares is payable by the transferee through the broker or Participant, which holds the shares in custody. 47.9 Corporate tax The corporate tax rate is 28% of taxable income. 47.10 Value-Added Tax The transfer of shares is not subject to value-added tax as it constitutes a financial service which is an exempt supply. 48. EXCHANGE CONTROL Currency and shares are not freely transferable from South Africa to any jurisdiction falling outside the geographical borders of South Africa, other than jurisdictions falling within the Common Monetary Area, and must be dealt with in terms of the South African Exchange Control Regulations as described below. The South African Exchange Control Regulations also regulate the acquisition of shares by former residents and non-residents. Prospective Investors who are resident outside the Common Monetary Area should seek advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed to enable an investment in listed Mvelaserve Ordinary Shares. The following summary is intended as a guide and is therefore not comprehensive. If shareholders are in any doubt regarding South African Exchange Control Regulations, they should please consult their professional adviser.

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48.1 Emigrants from the Common Monetary Area A former resident of the Common Monetary Area who has emigrated from South Africa may use blocked Rand accounts to acquire Mvelaserve Ordinary Shares. Share certificates issued in respect of Mvelaserve Ordinary Shares acquired with blocked Rand will be endorsed emigrant in accordance with the South African Exchange Control Regulations. Share certificates will be placed under the control of the authorised dealer through whom the payment was made. Mvelaserve Ordinary Shares issued to a Dematerialised shareholder whose registration as a shareholder has been marked as being an emigrant, will be similarly marked as being held by an emigrant. 48.2 Shareholders resident outside the Common Monetary Area A person who is not resident in the Common Monetary Area, including an immigrant not using blocked Rand, should obtain advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed in order to buy Mvelaserve Ordinary Shares. All share certificates issued to non-residents of South Africa will be endorsed non-resident in accordance with the South African Exchange Control Regulations. All Mvelaserve Ordinary Shares issued to Dematerialised shareholders, whose registration has been so endorsed will be endorsed non-resident in accordance with the South African Exchange Control Regulations. The CSDP or broker through whom the shareholders have Dematerialised their shares will ensure that they adhere to the South African Exchange Control Regulations. 49. UNBUNDLING Foreign Shareholders 49.1 General The Unbundling is governed by the laws of South Africa and is subject to all applicable laws and regulations, including Exchange Control Regulations. Having regard to prevailing laws in their relevant jurisdictions, foreign shareholders may be affected by the Unbundling. Such foreign shareholders should inform themselves about and observe any applicable legal requirements of such jurisdictions in relation to all aspects of this Pre-listing Statement that may affect them, including the Unbundling. Foreign shareholders may be prohibited from beneficially holding any of the Mvelaserve Ordinary Shares unbundled and distributed to them. It is the responsibility of each foreign shareholder to satisfy itself as to the full observation of the laws and regulatory requirements of the relevant foreign jurisdiction in connection with the Unbundling, including the obtaining of any governmental, exchange or other consents or the making of any filings which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or other requisite payments due in such jurisdiction. Any foreign shareholder who is in doubt as to his position with respect to the Unbundling in any jurisdiction, including, without limitation, its tax status, should consult an appropriate professional adviser in the relevant jurisdiction without delay. In particular, foreign shareholders must take their own advice on whether they are entitled to beneficially hold any Mvelaserve Ordinary Shares unbundled and distributed to them and take the appropriate action in accordance with that advice. 49.2 Ineligible Foreign Shareholders Foreign shareholders in certain jurisdictions outside of South Africa may not be entitled to take transfer any of Mvelaserve Ordinary Shares unbundled by Mvela Group. The Mvelaserve Board recommends the following mechanism for distribution of any of the Mvelaserve Ordinary Shares to ineligible foreign shareholders. In the case of any of such Ordinary Shares which an ineligible foreign shareholder is taking transfer of, such shares are to be lodged on behalf of the ineligible foreign shareholders with a trust company to be nominated by the Mvelaserve Board in its sole discretion and to be held by the said company on behalf of the ineligible foreign shareholders, to be disposed of by them for the benefit of the ineligible foreign shareholders so as to comply with the regulatory restraints of such jurisdictions.

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Subject to the above, the trust company will be requested to coordinate the disposal of any the Mvelaserve Ordinary Shares on behalf of such ineligible foreign shareholders for cash in South Africa and distribute the cash proceeds therefrom (net of applicable fees, expenses, taxes and charges) to ineligible foreign shareholders, in proportion to such ineligible foreign shareholders entitlement to unbundled Mvelaserve Ordinary Shares. There can be no assurance as to what price such ineligible foreign shareholders will receive from the disposal of such unbundled Mvelaserve Ordinary Shares or the timing or exchange rate conversion of such receipt. Excluded foreign Mvelaserve Ordinary Shareholders will, in respect of their entitlement to the unbundled Mvelaserve Ordinary Shares, receive the average consideration per unbundled Mvelaserve Ordinary Share (net of transaction and currency conversion costs). The average consideration per unbundled Mvelaserve Ordinary Share due to each excluded foreign Mvelaserve Ordinary Shareholder will only be paid once all such unbundled Mvelaserve Ordinary Shares have been disposed of. 49.3 Procedure and Implementation of the Unbundling Subject to the fulfilment of all the conditions precedent as set out in the Pre-listing Statement and subject to an ordinary or special resolution being passed by the requisite majority of Mvela Group shareholders entitled to vote thereon, approving of the distribution and unbundling of Mvela Groups entire shareholding in Mvelaserve in proportion to their respective shareholding, Mvela Group shall unbundle to all Mvela Group Ordinary Shareholders, registered at the close of business on the Record Date its entire shareholding in Mvelaserve in proportion to their shareholding, firstly out of existing share premium. Should the share premium prove to be insufficient, reserves will be applied to the extent necessary. The Unbundling will be effected on or about 6 December 2010. The Unbundling will amount to a payment in terms of section 90 of the Companies Act and be in accordance with Article 13E of the articles of association of Mvela Group and section 46 of the Income Tax Act. Certificated Mvela Group Ordinary Shareholders recorded in the register on the Record Date for the Unbundling will receive a share certificate for the Mvelaserve Ordinary Shares distributed to them, in proportion to their respective shareholding, sent to their registered postal address by registered mail on or about 6 December 2010, at their risk. Certificated shareholders will be required to Dematerialise such share certificate in order to sell such Mvelaserve Ordinary Shares on the JSE. Dematerialised shareholders recorded on the register on the Record Date will have their accounts at their CSDP or broker credited with the Mvelaserve Ordinary Shares due to them on 6 December 2010. Ineligible foreign shareholders in certain jurisdictions outside of South Africa may not be entitled to take transfer of the unbundled Mvelaserve Ordinary Shares in terms of the Unbundling. Such shareholders are referred to paragraph 48.2 of this Pre-listing Statement for the procedure thereon. 50. TAX CONSEQUENCES IN RESPECT OF THE UNBUNDLING Set out below is a guide only and is not intended to be a complete analysis of the tax implications of the proposed settlement incorporating the Unbundling. It is not intended to be, nor should it be considered to be, legal or tax advice. Shareholders should therefore, consult their own tax advisers on the tax consequences of the proposed settlement in both South Africa and their jurisdiction of residence, for which neither Mvelaserve, Mvela Group nor their advisers will be held responsible. The Mvelaserve Ordinary Shares held by Mvela Group will be distributed to Mvela Group Ordinary Shareholders in terms of an unbundling transaction as envisaged in section 46 of the Income Tax Act. Corporate roll-over relief is afforded to Mvela Group and the Mvela Group Ordinary Shareholders to the extent that one meets the relevant requirements as set out in section 46 of the Income Tax Act. Effectively, Mvela Group will distribute its entire shareholding of Mvelaserve Ordinary Shares to the Mvela Group Ordinary Shareholders in accordance with the effective interest of the Mvela Group Ordinary Shareholders in Mvela Group. Because the shares in Mvelaserve will be listed on the JSE before the Unbundling, the requirement is that the unbundled shares in Mvelaserve must constitute more than 25% shares in Mvela Group in the case where no other shareholder holds an equal or greater amount of equity shares in the unbundled company. Given the fact that the Mvelaserve Ordinary Shares to be distributed by Mvela Group to the Mvela Group Ordinary Shareholders will constitute 100% of the entire issued shares in the share capital of Mvelaserve, the relevant requirements of the unbundling provisions will thus be met. Pursuant to the unbundling provisions contained in section 46 of the Income Tax Act: Mvela Group must disregard the distribution of the Mvelaserve Ordinary Shares for purposes of determining its taxable income or assessed loss; the distribution by Mvela Group will not be deemed to be a dividend for STC purposes; and the Mvelaserve Ordinary Shares are deemed to have been distributed first from the share premium account of Mvela Group.

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Attention is drawn to the fact that the Unbundling provisions do not apply if, immediately after the distribution of the Mvelaserve Ordinary Shares, 20% or more of the Ordinary Shares in Mvelaserve are held by a so-called disqualified persons either alone or together with any connected person in relation to the disqualified person. A disqualified person is amongst others defined as a non-resident or certain exempt entities. The unbundling provisions will apply automatically and it is not necessary to make any specific election to such effect. The transfer of the Mvelaserve Ordinary Shares will also not be subject to securities transfer tax in terms of section 8(1)(a) of the Securities Transfer Tax Act, No. 25 of 2007, as amended, given the fact that the public officer of Mvela Group will make a sworn affidavit that the transfer of the Mvelaserve Ordinary Shares complies with the provisions of section 46 of the Income Tax Act. Pursuant to the Unbundling, Mvela Group Ordinary Shareholders must determine a new base cost for the Mvela Group Ordinary Shares as well as the Mvelaserve Ordinary Shares received in terms of the Unbundling process. Effectively, the new base cost is determined in accordance with the ratio that the market value of the unbundled Mvelaserve Ordinary Shares, as at the end of the day after the distribution, bears to the sum of the market value, as at the end of that day, of the Mvela Group shares as well as the Mvelaserve Ordinary Shares. Mvela Group has not attempted to qualify the Unbundling as a tax-free transaction to shareholders in terms of the rule of any jurisdiction other than South Africa. Accordingly, the Unbundling may constitute a taxable transaction in any other such jurisdiction. Mvela Group Ordinary Shareholders, who are non-resident for tax purposes in South Africa, are advised to consult their professional advisers as regards the tax treatment of the Unbundling in light of the tax laws in their respective jurisdictions and double tax conventions between South Africa and their countries of tax residence. The concessions provided for in section 46 are outlined below: 50.1 Disposal of Mvelaserve shares by Mvela Group The distribution of Mvelaserve Ordinary Shares by Mvela Group, in terms of the Unbundling, will be disregarded by Mvela Group in determining its taxable income or assessed loss in the tax year that the unbundling takes place and the Mvelaserve Ordinary Shares are deemed to have been distributed first from the share premium account of Mvela Group and thereafter from reserves. 50.2 STC The distribution of the Mvelaserve Ordinary Shares to Mvela Group Ordinary Shareholders, in terms of the Unbundling, will be deemed not to be a dividend declared by Mvela Group or a dividend received by an Mvela Group Ordinary Shareholder who is a company in determining their respective STC liabilities. Consequently, no STC credits will be available to Mvela Group Ordinary Shareholders as a result of the Unbundling. 50.3 Mvela Group Ordinary Shares held as trading stock Any Mvela Group Ordinary Shareholder holding Mvela Group Ordinary Shares as trading stock will be deemed to acquire the unbundled Mvelaserve Ordinary Shares as trading stock. The combined expenditure of such Mvela Group Ordinary Shares and Mvelaserve shares will be the amount originally taken into account by the shareholder in respect of the original Mvela Group Ordinary Shares held by that shareholder, as contemplated in section 11(a), section 22(1) or section 22(2) of the Income Tax Act. An Mvela Group Ordinary Shareholder must determine the portion of the combined expenditure, as above, attributable to the Mvelaserve Ordinary Shares, as follows: A = B x [ C / (C + D) ] where: A = the expenditure of the Mvelaserve Ordinary Shares, to be determined; B = the combined expenditure, as contemplated above; C = the market value of the Mvelaserve Ordinary Shares received pursuant to the Unbundling as at the close of the day of the Unbundling date; and D = the market value of the Mvela Group Ordinary Shares, in respect of which the Mvelaserve Ordinary Shares in C were received, as at the close of the day of the Unbundling.

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An Mvela Group Ordinary Shareholder must determine the portion of the combined expenditure attributable to the Mvela Group ordinary shares contemplated in D above, as follows: E=BA where: E = the revised expenditure of the Mvela Group Shares, to be determined; B = the combined expenditure, as contemplated above; and A = the expenditure of the Mvelaserve Ordinary Shares, as determined above. The expenditure to be allocated to the unbundled Mvelaserve Ordinary Shares will be determined by applying a specified ratio to the cost of the Mvela Group Shares. Mvela Group will advise Mvela Group Ordinary Shareholders of the specified ratio, being the result of [ C / (C + D) ], as above, by way of an announcement to be released on SENS on or about Wednesday, 1 December 2010. Any expenditure allocated to the Mvelaserve Ordinary Shares must be deemed to have been incurred on the date that the expenditure was incurred in respect for the Mvela Group Shares. 50.4 New base cost Pursuant to the unbundling, Mvela Group Ordinary Shareholders must determine a new base cost for CGT purposes for the Mvela Group Shares as well as the Mvelaserve Ordinary Shares received in terms of the unbundling process. Effectively, the new base cost is determined in accordance with the ratio that the market value of the unbundled Mvelaserve Ordinary Shares, as at the end of the day after the distribution, bears to the sum of the market value, as at the end of that day, of the Mvela Group Ordinary Shares and the Mvelaserve Ordinary Shares. 50.5 Mvela Group Ordinary Shares held as capital assets Any Mvela Group Ordinary Shareholder holding Mvela Group Shares as capital assets will be deemed to acquire the unbundled Mvelaserve Ordinary Shares as capital assets. The original expenditure incurred in respect of the Mvela Group Ordinary Shares, in terms of paragraph 20 of the Eighth Schedule, and (where applicable), the CGT valuation of the Mvela Group Shares, as contemplated in paragraph 29 of the Eighth Schedule, will be apportioned between the Mvelaserve Ordinary Shares and the Mvela Group Shares, as follows: A = B x [ C / (C + D) ] where: A = the deemed expenditure and, where applicable, deemed CGT valuation of the Mvelaserve Ordinary Shares, to be determined; B = each of the original expenditure incurred and, where applicable, CGT valuation of the Mvela Group Shares, in respect of which the Mvelaserve Ordinary Shares in C were received prior to Unbundling; C = the market value of the Mvelaserve Ordinary Shares received pursuant to the Unbundling as at the close of the day after the Unbundling date; and D = the market value of the Mvela Group Shares, in respect of which the Mvelaserve Ordinary Shares in C were received, as at the close of the day after the Unbundling date. A Mvela Group Ordinary Shareholder must determine the portion of the original expenditure incurred in respect of the Mvela Group Shares and (where applicable) the CGT valuation of the Mvela Group Shares attributable to the Mvela Group Shares contemplated in D above, as follows: E=BA where: E = the revised expenditure and, where applicable, the revised CGT valuation of the Mvela Group Shares, to be determined; B = each of the original expenditure incurred and, where applicable, CGT valuation of the Mvela Group Ordinary Shares, in respect of which the Mvelaserve Ordinary Shares in C above were received; and

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A = the deemed expenditure and, where applicable, deemed CGT valuation of the Mvelaserve Ordinary Shares, as determined above. Mvela Group will advise Mvela Group Ordinary Shareholders of the specified ratio, being the result of [C/(C + D)], as above, by way of an announcement to be released on SENS on or about Wednesday, 1 December 2010. The base cost to be allocated to the unbundled Mvelaserve Ordinary Shares will be determined by applying a specified ratio to the base cost of the Mvela Group Shares. The base cost so allocated to the unbundled Mvelaserve ordinary shares will reduce the base cost of the Mvela Group Shares held, thus allocating the base cost between the Mvela Group Shares and the unbundled Mvelaserve Ordinary Shares. Mvela Group Ordinary Shareholders will be deemed to have acquired the unbundled Mvelaserve Ordinary Shares on the date on which the Mvela Group Shares were originally acquired. Any expenditure allocated to the Mvelaserve Ordinary Shares must be deemed to have been incurred on the date that the expenditure was incurred in respect for the Mvela Group Shares.

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PART I: ADDITIONAL INFORMATION

51. RESTRUCTURING Details of the Restructuring which will take place prior to the Listing of Mvelaserve Ordinary Shares are set out in Annexure 1 to this Prelisting Statement. 52. INFORMATION ON SUBSIDIARIES Details of Mvelaserves Subsidiaries are set out in Annexure 7 to this Pre-listing Statement. 53. PRINCIPAL IMMOVABLE PROPERTY OWNED OR LEASED Details of the principal immovable properties owned or leased by Mvelaserve Group are set out in Annexure 8 to this Pre-listing Statement. None of the Directors have any material interest in any of the immovable properties owned or leased by Mvelaserve Group. 54. PROPERTY AND SUBSIDIARIES ACQUIRED OR TO BE ACQUIRED AND VENDORS Set out in Annexure 9 to this Pre-listing Statement are details of the material acquisitions in the three years preceding the date of this Pre-listing Statement. None of the Directors or the promoters have a material beneficial interest in any of the securities in, or the business undertakings of, any other company or business enterprise or any immovable properties or other property in the nature of fixed assets acquired by Mvelaserve Group. As at the date of this Pre-listing Statement, there are no proposed acquisitions by Mvelaserve Group of any property, and there are no options to acquire any such property. 55. DISPOSAL OF PROPERTY As at the date of this Pre-listing Statement, there are no disposals of any material properties by Mvelaserve Group nor were there any proposed disposals of material properties, in the three year period preceding the date of this Pre-listing Statement. 56. INTERESTS OF ADVISERS AND PROMOTERS, AND AMOUNTS PAID OR PAYABLE TO PROMOTERS None of the advisers, as set out in the Corporate Information section on page 1 of this Pre-listing Statement, hold any Mvelaserve Ordinary Shares, whether directly or indirectly. Mvelaserve Group has not paid any amount (whether in cash or in securities), nor given any benefit to any promoters or any partnership, syndicate or other association of which the promoter was a member, not being a Director during the three years preceding the date of this Pre-listing Statement. No promoters have any material beneficial interest in the promotion of Mvelaserve. 57. MATERIAL CONTRACTS Annexure 11 to this Pre-listing Statement sets out material contracts that have been entered into by Mvelaserve or its subsidiaries during the two years preceding the date of this Pre-listing Statement, other than in the ordinary course of business. Material contracts concluded during the two years preceding the date of this Pre-listing Statement are: the acquisition of 75% of the issued share capital of Zonke by Mvelaserve from Mvela Group; and particulars of existing contracts and proposed contracts, either written or orally, relating to Directors and managers remuneration, secretarial and technical fees payable by Mvelaserve Group (refer to Annexure 6 for details).

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Other than as set out above, there are no: material contracts that have been entered into by Mvelaserve or its Subsidiaries during the two years preceding the date of this Pre-listing Statement, other than in the ordinary course of business; contracts entered into at any time prior to the two years preceding the date of this Pre-listing Statement other than in the ordinary course of business that contain obligations or settlements material to Mvelaserve or its Subsidiaries as at the date of this Pre-listing Statement; existing or proposed contracts relating to royalties or, secretarial or technical fees payable by Mvelaserve Group. 58. MATERIAL CAPITAL COMMITMENTS There were no material capital commitments as at the Last Practicable Date. 59. CONTINGENT LIABILITIES There were no material contingent liabilities as at the Last Practicable Date. 60. LEASE PAYMENTS Mvelaserve Group has various operating lease agreements for vehicles, machinery, offices, office equipment and other facilities. The future minimum lease payments under non-cancellable operating leases as at 30 June 2010 in respect of periods in excess of four years was R40 million. 61. LOAN CAPITAL AND MATERIAL LOANS Details of the material borrowings of Mvelaserve as at the Last Practicable Date are set out in Annexure 10 to this Pre-listing Statement. Mvelaserve Group has no debentures in issue as at the date of this Pre-listing Statement. Mvelaserve does not have any material loans receivable outstanding as at the date of this Pre-listing Statement. No loans have been made or security furnished by Mvelaserve to or for the benefit of any Director or manager as at the date of this Pre-listing Statement. The inter-company loans of Mvelaserve as at 30 June 2010 are set out in Annexure 10 to this Pre-listing Statement. 62. LITIGATION STATEMENT There are pending arbitration proceedings between Royalserve Catering and Mr Louis Martin Jones (Mr Jones). Mr Jones was initially employed by Royalserve Catering (then still known as RoyalSechaba Holdings (Proprietary) Limited) as a business development executive, with effect from August 2006. During his employment, Mr Jones became entitled to the payment of certain sales commissions on new business brought by him to, and his extension of existing business of, Royalserve Catering. Further, Mr Jones became entitled to a certain operating incentive for managing the newly established Project Support Services Division of Royalserve Catering. In about July 2009, disputes arose between Royalserve Catering and Mr Jones about, inter alia, the manner in which these commissions had been calculated. The disputes were then referred to arbitration before senior counsel. Mr Jones claim can be broken down into three parts: (i) a claim for commission amounting to approximately R3 million; (ii) damages in an additional sum of approximately R147 million, which Mr Jones allegedly suffered as a result of the cancellation of the employment contract between him and Royalserve Catering; and (iii) compensation in the sum of approximately R12 million as a result of his alleged constructive dismissal by Royalserve Catering. Royalserve Catering has, in turn, instituted a counterclaim for repayment by Mr Jones of an amount of approximately R14 million, on the basis that this amount represents the amount by which Mr Jones was overpaid during his employment. Mvelaserve has been advised by the attorneys representing Royalserve Catering in this dispute that although Mr Jones may be successful in his claim with regards to the commissions, the quantum of such claim will be substantially smaller than the amount he is claiming and that such commissions are more than offset by the amounts by which he had been overpaid during his employment by Royalserve Catering. Further, Mvelaserve has been advised that Mr Jones is unlikely

66

to succeed in his damages and constructive dismissal claims. The Mvelaserve Board has considered and accepted the attorneys advice with regards to Mr Jones prospects of success in the pending arbitration proceedings. The Mvelaserve Board is of the opinion that any successful claim for commissions will be offset by the amounts with which Mr Jones have been overpaid by Royalserve Catering and that his prospects of succeeding with the damages and constructive dismissal claims are remote. Other than indicated above, no other legal or arbitration proceedings have been instituted that may have or have had in the last 12 months, a material effect on the Groups financial position nor is the Group aware of any such proceedings that are pending or threatened. 63. EXPENSES Mvelaserve Group has not incurred any preliminary expenses (within the meaning of the Listings Requirements) over the last three financial years. The expenses of the Listing, estimated to be in the sum of approximately R6 million, shall be paid by the Group. The table below sets out the total estimated expenses (excluding VAT) of the Listing to be borne by Mvelaserve: Details Investment banking and sponsor fees Legal adviser fees Reporting accountant and auditors fees JSE listing and inspection fees Printing and communication costs Transfer secretaries Total expenses and fees
Note: 1. The investment banking fees and sponsor fees are in terms of a single mandate.
1

Payable to Investec Cliffe Dekker Hofmeyr PKF JSE Various Computershare

R000 3 000 2 000 200 270 400 25 5 955

64. COMMISSIONS PAID OR PAYABLE IN RESPECT OF UNDERWRITING Save for the fees as disclosed in this Pre-listing Statement, none of the advisers have any equity interest in Mvelaserve. No commissions, discounts, brokerage or other special terms were granted during the three years preceding the date of this Pre-listing Statement in connection with the issue of any securities, stock or debentures in the capital of the Group. 65. CONSENTS Each of the investment bank and sponsor, legal advisers, reporting accountants and auditors, and transfer secretaries have consented in writing to act in the capacities stated and to their names being included in this Pre-listing Statement and have not withdrawn their consent prior to the publication of this Pre-listing Statement. The reporting accountants and auditors have consented to the inclusion of their reports in the form and context in which they appear and have not withdrawn such consent prior to the publication of this Pre-listing Statement. 66. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection at Mvelaserves registered office and the sponsors offices set out in the Corporate Information section during normal business hours (Saturdays, Sundays and official South African public holidays excepted) from the date of issue of this Pre-listing Statement until 3 December 2010, or such later date as may be announced: a signed copy of this Pre-listing Statement (available in English only). a signed copy of the Mvela Group circular. the Memorandum of Association and Articles of Association of Mvelaserve and the memoranda and articles of association of the Subsidiaries of Mvelaserve.

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 the reporting accounts and auditors reports dated 27 October 2010, which are included as Annexures 3 and Annexure 5, respectively, to this Pre-listing Statement; written consents of the investment bank and sponsor, legal advisers, reporting accountants and auditors, and transfer secretaries named in this Pre-listing Statement to act in those capacities; the consolidated audited annual financial statements of Mvelaserve and its Subsidiaries for the three financial years ended 30 June 2010; copies of the material contracts referred to in Additional Information: Material Contracts section to this Pre-listing Statement; and the service agreements with Directors and senior managers entered into during the last three years, referred to in Annexure 6 to this Pre-listing Statement. 67. DIRECTORS RESPONSIBILITY STATEMENT The Directors, whose names are provided on page 1 of this Pre-listing Statement, collectively and individually, accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this Pre-listing Statement contains all the information required by law and the Listings Requirements.

SIGNED AT JOHANNESBURG ON 27 OCTOBER 2010 BY OR ON BEHALF OF THE DIRECTORS OF MVELASERVE LIMITED.

J M S Ferreira Chief Executive Officer 27 October 2010

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ANNEXURE 1

THE RESTRUCTURING

1. GROUP STRUCTURE BEFORE THE RESTRUCTURING The Mvelaserve Group structure, as at 30 June 2010 is illustrated below:

100%

Mvelaphanda Management Services*

100%

100%

100%

100%

100%

100%

40%

75%

Stamford Sales

Note: 1. Mvela Groups holding in 75% of Zonke is indirectly held through Mvelaphanda Strategic Investments (Proprietary) Limited (MSI), a wholly-owned subsidiary of Mvela Group.

2. OVERVIEW OF THE RESTRUCTURING Mvelaserve has restructured its operations and holdings prior to the Listing in order to bring Zonke under its direct ownership by acquiring Mvela Groups indirect 75% shareholding in Zonke, and also to establish Mvelaserves independence from Mvela Group. The Restructuring has been completed as at the Listing Date. Step 1: Disposal of Stamford Sales to Mvela Group (not to be included in Mvelaserve Group) Mvelaserves and Mvelaphanda Management Services jointly-held 40% interest in Stamford Sales was sold to Mvela Group at a value of R26 982 820 on loan account. Step 2: Zonke acquisition Mvelaserve acquired Mvela Groups indirect 75% interest in Zonke, in terms of corporate restructuring, at a value of R81 000 000. Mvelaserve issued 6 850 937 new Mvelaserve Ordinary Shares at R11.82 per share to Mvela Group as consideration for the acquisition. Step 3: Settlement of inter-company loans between Mvelaserve Group and Mvela Group As at 30 June 2010, there were a number of inter-company loans between Mvelaserve Group, and Mvela Group and its Subsidiaries. The inter-company loans have been settled through cash flows, set-offs, cessions of loans and net-off journals, with R653 287 804 due from Mvelaserve Group to Mvela Group being settled through the issue of 55 254 736 new Mvelaserve Ordinary Shares (after the Mvelaserve share split of 794 559 new Mvelaserve Ordinary Shares for every 1 Mvelaserve Ordinary Share) at a premium of R653 280 849 to Mvela Group and the utilisation by Mvelaserve of the subscription price in respect of the aforesaid shares to settle the loan.

69

Step 4: Mvela Group unbundle Mvelaserve Ordinary Shares to its shareholders (Unbundling) Following the Restructuring of Mvelaserve, Mvela Group holds 100% of the share capital of Mvelaserve. In terms of the Unbundling, Mvela Group will distribute all the Mvelaserve Ordinary Shares it holds to its shareholders (the Unbundling) in a ratio of 25 Mvelaserve Ordinary Shares for every 100 Mvela Group Shares held. The entitlement ratio will be confirmed or revised, as the case may be, in the finalisation announcement, which is expected to be released on SENS on or about Friday, 19 November 2010. The resultant Mvelaserve Group structure post the Restructuring and Listing, is illustrated below:

Current Mvela Group Ordinary Shareholders

100%

Mvelaphanda Management Services*

100%

100%

100%

100%

100%

100%

75%

70

ANNEXURE 2

THE AUDITED AND REVIEWED CONSOLIDATED FINANCIAL INFORMATION OF MVELASERVE AND ITS SUBSIDIARIES FOR THE YEAR ENDED 30 JUNE 2010 AND THE YEARS ENDED 30 JUNE 2009 AND 30 JUNE 2008, RESPECTIVELY
OPERATING SEGMENTAL REPORT GROUP 2010: BALANCE SHEET INFORMATION Facilities Management R000 Assets Property, plant and equipment Goodwill Other intangible assets Other investments Investments in associates Deferred taxation Current investments Other current assets Other current assets Mvela Group Treasury debtors Cash and cash equivalents Assets in disposal group held for sale Total assets Liabilities Non-current interest bearing liabilities Non-current non-interest bearing liabilities Financial liabilities Deferred taxation Current interest bearing liabilities Treasury creditors Other current liabilities Total liabilities Net assets 22 085 271 375 5 539 8 269 1 509 183 169 416 419 140 844 1 049 209 311 770 311 770 737 439 Security Services R000 247 340 20 189 50 000 8 340 5 366 4 593 311 344 128 558 5 045 780 775 99 898 1 204 64 497 96 233 269 113 530 944 249 831 Cleaning & Catering R000 59 796 108 364 1 252 1 407 9 715 201 318 15 447 397 299 8 111 6 696 32 980 169 282 217 068 180 321 Diversified Services R000 58 399 12 776 75 840 6 615 930 1 860 118 753 97 878 43 358 89 960 506 368 497 461 722 117 36 900 1 466 107 308 75 315 1 440 569 (934 201) Total R000 387 619 412 704 132 631 16 362 8 269 17 520 6 453 814 584 97 078 459 777 374 809 5 045 2 733 651 605 470 722 117 36 900 2 670 178 501 129 212 825 480 2 500 351 233 300

GROUP 2010: INCOME STATEMENT INFORMATION Facilities Management R000 Revenue Profit from operations Net interest expensed Fair value adjustments and net Loss from investments Share of profit from associates Net profit/(loss) before taxation Taxation expense Net profit/(loss) for the year 1 105 578 166 740 23 777 6 075 196 593 (46 758) 149 834 Security Services R000 1 577 567 110 534 (16 395) 94 139 (25 245) 68 893 Cleaning & Catering R000 1 087 882 14 896 (4 176) (1 812) 8 908 (1 784) 7 124 Diversified Services R000 290 971 272 (63 700) (914) (64 342) (6 495) (70 837) Total R000 4 061 998 292 442 (60 494) (2 726) 6 075 235 297 (80 282) 155 015

Revenue is revenue received from external customers. Inter-segment revenue represents 0,003% of total revenue

71

GROUP 2010: CASH FLOW STATEMENT INFORMATION Facilities Management R000 Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Net movement in cash and cash equivalents 158 855 (15 256) (120 558) 23 041 Security Services R000 211 407 (143 193) 11 483 79 697 Cleaning & Catering R000 (30 950) (14 339) 33 928 (11 361) Diversified Services R000 (74 128) (3 091) 150 400 73 181 Total R000 265 184 (175 879) 75 253 164 558

GROUP 2009: BALANCE SHEET INFORMATION Facilities Management R000 Assets Property, plant and equipment Goodwill Other intangible assets Other investments Investments in associates Deferred taxation Current investments Other current assets Other current assets Mvela Group Treasury debtors Cash and cash equivalents Total assets Liabilities Non-current interest bearing liabilities Non-current non-interest bearing liabilities Financial liability Deferred taxation Current interest bearing liabilities Treasury creditors Other current liabilities Total liabilities Net assets 3 684 292 557 296 241 607 127 56 740 2 419 51 025 143 611 207 211 461 006 180 511 10 644 1 320 6 332 16 386 169 490 204 172 182 020 501 768 566 362 34 199 2 191 99 854 101 575 1 305 949 (890 760) 569 152 566 362 34 199 9 614 157 211 159 997 770 833 2 267 368 78 898 20 248 271 375 3 660 6 301 5 948 181 159 296 874 117 803 903 369 164 811 21 649 50 000 18 633 13 195 324 368 48 861 641 516 68 000 108 364 336 6 680 11 110 141 553 23 341 26 808 386 190 59 543 12 776 75 840 7 240 2 731 2 310 107 242 97 878 32 850 16 779 415 189 312 602 414 164 129 836 32 553 6 301 32 984 2 310 754 322 97 878 353 065 210 251 2 346 266 Security Services R000 Cleaning & Catering R000 Diversified Services R000 Total R000

72

GROUP 2009: INCOME STATEMENT INFORMATION Facilities Management R000 Revenue Profit from operations Net interest income/(expense) Dividend income Fair value adjustments and net Loss from investments Share of profit/(loss) from associates Net profit/(loss) before taxation Taxation expense Net profit/(loss) for the year 1 108 013 165 079 24 217 4 426 193 721 (44 142) 149 579 Security Services R000 1 263 044 54 388 (19 515) (528) 34 345 (8 122) 26 223 Cleaning & Catering R000 756 058 24 796 (4 363) (367) 20 066 (6 278) 13 788 Diversified Services R000 474 142 (52 138) (92 722) 99 (39 768) (962) (185 491) (14 211) (199 702) Total R000 3 601 257 192 125 (92 383) 99 (40 663) 3 463 62 641 (72 753) (10 112)

Revenue is revenue received from external customers. Inter-segment revenue represents 0,003% of total revenue.

GROUP 2009: CASH FLOW STATEMENT INFORMATION Facilities Management R000 Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Net movement in cash and cash equivalents 128 759 (19 163) (104 058) 5 538 Security Services R000 11 013 (54 010) 75 215 32 218 Cleaning & Catering R000 7 923 (40 285) 20 758 (11 604) Diversified Services R000 (51 242) 16 023 168 (35 051) Total R000 96 454 (97 436) (7 917) (8 899)

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GROUP 2008: BALANCE SHEET INFORMATION Facilities Management R000 Assets Property, plant and equipment Goodwill Other intangible assets Other investments Investments in associates Deferred taxation Current investments Other current assets Other current assets Mvela Group Treasury debtors Cash and cash equivalents Assets in disposal group held for sale Total assets Liabilities Non-current interest bearing liabilities Non-current non-interest bearing liabilities Deferred taxation Current interest bearing liabilities Treasury creditors Other current liabilities Liability in disposal group held for sale Total liabilities Net assets 309 347 309 347 476 729 53 154 4 642 34 905 123 749 163 545 379 995 150 753 11 339 4 129 13 944 127 989 157 401 170 216 62 491 848 870 1 353 133 865 66 491 130 542 176 895 1 420 507 (707 644) 126 984 848 870 5 995 172 899 204 184 722 322 176 895 2 267 250 90 054 18 384 271 375 8 345 3 137 5 157 174 942 192 471 112 265 786 076 133 176 21 644 50 000 31 174 8 316 16 119 16 328 200 703 53 288 530 748 53 552 101 031 2 129 7 156 106 137 19 201 38 411 327 617 61 146 12 7767 69 445 10 194 785 29 139 010 105 950 18 046 15 186 280 295 712 863 266 258 406 827 127 790 43 497 12 238 28 461 16 328 620 792 105 950 229 718 219 150 280 295 2 357 304 Security Services R000 Cleaning & Catering R000 Diversified Services R000 Total R000

GROUP 2008: INCOME STATEMENT INFORMATION Facilities Management R000 Revenue Profit from operations Net interest expensed Fair value adjustments and net Loss from investments Share of profit/(loss) from associates Net profit/(loss) before taxation Taxation expense Net profit/(loss) for the year 1 044 182 48 167 20 904 975 70 046 (48 632) 21 414 Security Services R000 1 092 189 19 687 (14 397) (12 631) 514 (6 827) (466) (7 294) Cleaning & Catering R000 655 553 19 005 (1 488) 17 517 (6 337) 11 180 Diversified Services R000 671 350 22 455 (20 291) (3 032) (865) (1 733) (12 129) (13 862) Total R000 3 463 275 109 314 (15 272) (15 663) 624 79 003 (67 564) 11 439

Revenue is revenue received from external customers. Inter-segment revenue represents 0,003% of total revenue.

74

GROUP 2008: CASH FLOW STATEMENT INFORMATION Facilities Management R000 Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Net movement in cash and cash equivalents 55 215 (3 664) (59 297) (7 746) Security Services R000 (32 501) (56 045) 111 717 23 171 Cleaning & Catering R000 44 386 (35 442) (7 716) 1 228 Diversified Services R000 61 956 (198 746) 116 535 (20 255) Total R000 129 057 (293 896) 161 238 (3 603)

75

GROUP FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF FINANCIAL POSITION Notes at 30 June ASSETS Non-current assets Property, plant and equipment Goodwill Intangible assets Investments in associates Other investments Financial asset Deferred taxation Current assets Other investments Inventories Trade and other receivables Trade and other receivables Mvela Group Cash and cash equivalents Treasury receivable Assets in disposal group held for sale Total assets EQUITY AND LIABILITIES Capital and reserves Share capital Distributable reserve Total attributable to ordinary equity holders Minority interests Non-current liabilities Interest bearing liabilities preference share funding Asset finance Non-interest bearing liabilities Mvela Group Financial liability Deferred taxation Current liabilities Trade and other payables Interest bearing liabilities Mvela Group Asset finance Non-interest bearing liabilities Taxation liabilities Treasury creditors Liabilities in disposal group held for sale Total equity and liabilities Net number of ordinary shares in issue Net asset value per ordinary share (R000) Net tangible assets per ordinary share (R000) 21 18 18 19 18 18 19 12 20 233 300 227 817 78 898 76 019 90 054 88 492 11 13 14 15 16 7 8 9 10 11 12 20 975 105 387 619 412 704 132 631 8 269 16 362 17 520 1 753 501 15 553 41 608 763 876 97 878 374 809 459 777 5 045 2 733 651 928 440 312 602 414 164 129 836 6 301 32 553 32 984 1 417 826 11 254 39 911 705 467 97 878 210 251 353 065 2 346 266 885 071 266 258 406 827 127 790 12 238 40 255 3 242 28 461 1 191 938 20 117 37 536 579 467 105 950 219 150 229 718 280 295 2 357 304 2010 R000 Group 2009 R000 2008 R000

]]]]]]]]]]

]]]]]]]]]]

]]]]]]]]]]

227 817 5 483 1 367 158 482 438 123 032 722 117 36 900 2 671 1 133 193 793 736 100 478 78 022 18 136 13 609 129 212 2 733 651 100 2 278 (3 350)

76 019 2 879 1 179 327 482 438 86 714 566 362 34 199 9 614 1 088 041 748 002 93 560 63 651 22 324 507 159 997 2 346 266 100 760 (5 010)

88 492 1 562 981 849 126 984 848 870 5 995 1 108 506 722 066 74 397 98 502 1 401 7 956 204 184 176 895 2 357 304 100 885 (4 746)

16

76

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Notes for the year ended 30 June Continued operations Revenue Cost of sales Gross profit Other operating profit Operating expenses Profit from operations Interest received 3rd party Interest paid 3rd party Interest treasury Dividend income Fair value adjustments and net profit/(loss) from investments Share of profit from associates Net profit before taxation Taxation expense Profit/(Loss) for the year from continuing operations Discontinued operations Profit for the year from discontinued operations Total comprehensive income/(loss) for the year Total comprehensive income attributable to: Owners of the parent Minority shareholders Weighted average number of ordinary shares in issue Earnings per ordinary share (R000) Headline earnings per ordinary share (R000) 16 23 24 22 4 061 998 (3 103 298) 958 700 32 671 (700 084) 291 287 14 888 (77 943) 2 561 (2 726) 6 075 234 142 (80 282) 153 860 1 155 155 015 151 798 3 217 100 1 518 1 514 3 601 257 (2 703 969) 897 288 49 344 (756 040) 190 592 25 433 (110 492) (7 324) 99 (40 663) 3 463 61 108 (72 753) (11 645) 1 533 (10 112) (12 473) 2 361 100 (125) (143) 3 463 275 (2 616 880) 846 395 57 584 (794 665) 109 314 16 536 (30 341) (1 467) (15 663) 624 79 003 (67 564) 11 439 11 439 12 566 (1 127) 100 114 98 2010 R000 Group 2009 R000 2008 R000

25 26 27

STATEMENT OF CHANGES IN EQUITY Share Distributable capital reserves R000 R000 GROUP Balance at 30 June 2007 Acquisitions of subsidiaries Net (profit)/loss for the period Distributions/Dividends paid Balance at 30 June 2008 Disposals of subsidiaries Net profit/(loss) for the period Dividends paid Balance at 30 June 2009 Net profit for the period Dividends paid Balance at 30 June 2010
1. Value less than R1 000.

Total attributable to equity holders R000 75 926 12 566 88 492 (12 473) 76 019 151 798 227 817

Minority interests R000 3 549 456 (1 127) (1 316) 1 562 (427) 2 361 (617) 2 879 3 217 (613) 5 483

Capital and reserves R000 79 475 456 11 439 (1 316) 90 054 (427) (10 112) (617) 78 898 155 015 (613) 233 300

75 926 12 566 88 492 (12 473) 76 019 151 798 227 817

77

STATEMENT OF CASH FLOWS Notes for the year ended 30 June Cash flows from operating activities Cash received from customers Cash paid to suppliers and employees Cash generated from operations Net interest paid Investment income Taxation paid Cash flows from investing activities Disposals/(Acquisitions) of subsidiaries Additions to property, plant and equipment and other intangible assets Proceeds from disposal of property, plant and equipment Proceeds from disposal of investments Decrease in investments Cash flows from financing activities Increase in non-current liabilities Increase/(Decrease) in current liabilities Decrease in minority interest Increase in treasury debtor (Decrease)/Increase in treasury creditor Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 15 33 28 29 30 2010 R000 265 184 4 067 249 (3 687 020) Group 2009 R000 96 454 3 538 809 (3 269 977) 268 832 (92 383) 1 363 (81 359) (97 436) 87 357 (217 865) 7 549 2 000 23 523 (8 984) 225 190 (66 023) (617) (123 347) (44 187) (9 966) 220 217 210 251 2008 R000 129 057 3 270 759 (3 070 009) 200 750 (16 614) 50 (55 129) (293 896) (15 693) (308 603) 21 439 772 8 189 161 238 67 729 8 089 (1 316) 86 736 (3 601) 223 818 220 217

]]]]]]]]]]

]]]]]]]]]]

]]]]]]]]]]

32

380 229 (60 494) 4 108 (58 659) (175 879) (196 005) 6 415 1 787 11 924 75 253 192 073 21 289 (613) (106 712) (30 784) 164 558 210 251 374 809

1. GENERAL INFORMATION Mvelaserve Limited is incorporated in the Republic of South Africa. The financial statements incorporate the following principal accounting policies, which are, except where otherwise disclosed, consistent with those applied in the previous year. 2. STATEMENT OF COMPLIANCE The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), AC 500 series of interpretations as issued by the Accounting Practices Board or its successor, the JSE Listings Requirements and the South African Companies Act of 1973, as amended. 3. BASIS OF PREPARATION The financial statements are prepared on the historical cost convention, modified by the restatement of financial instruments to fair value where applicable. 4. PRINCIPAL ACCOUNTING POLICIES 4.1 Basis of consolidation 4.1.1 Investments in subsidiaries The Group financial statements incorporate the assets, liabilities and results of the operations of the Group and its subsidiaries. Subsidiaries are all entities, including special purpose entities, controlled by the Group. Control exists when the Group, directly or indirectly, has an interest of more than one-half of

78

the voting rights or otherwise has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries acquired and disposed of during a financial year are included from the date on which control is transferred to the Group and deconsolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations by the Group. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisitionrelated costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any minority shareholders in the acquiree either at fair value or at the minority shareholders proportionate share of the acquirees net assets. The excess of the consideration transferred and the amount of any minority shareholders in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the Groups share of the identifiable net assets acquired is recorded as goodwill in accordance with accounting policy note 4.2. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the Statement of Comprehensive Income. The Group applies a policy of treating transactions with minority shareholders as transactions with equity owners of the Group. Disposals to minority shareholders result in gains and losses for the Group which is recorded in equity. For purchases from minority shareholders, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of a subsidiary is recorded in equity. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. 4.1.2 Investments in associates An associate is an entity over whose financial and operating policies the Group has the ability to exercise significant influence, but not control, and is neither a subsidiary nor a jointly controlled entity of the Group. Investments in associates are accounted for using the equity method of accounting, except for investments that are managed and whose performances are evaluated on a fair value basis in accordance with the Groups investment strategy, in which case it is accounted for as designated as at fair value through profit and loss in accordance with IAS 39 of the International Financial Reporting Standards, as per accounting policy note 4.13.2. Equity accounting involves recognising, in the Statement of Comprehensive Income, the Groups share of the associates earnings for the year. The results of associate companies acquired and disposed of during the year are included from the effective dates of acquisition to the effective dates of disposal. Where the fair value of the consideration paid exceeds the fair value of the identifiable assets acquired and liabilities and contingent liabilities assumed, the difference is recorded as goodwill and is included as part of the carrying value of the investment in associates. The Groups interest in associates is carried in the Statement of Financial Position at an amount that reflects its share of the net assets of the associate and goodwill identified on acquisition of the associate, net of accumulated impairment loss. The total carrying amount of associates is evaluated annually for impairment. The most recent financial information of associates is used. Adjustments are made to the associates financial results for material transactions and events in the intervening period. Losses of associates in excess of the Groups interest are not recognised unless there is a binding obligation to contribute to the losses. 4.1.3 Investments in jointly controlled entities Jointly controlled entities are those entities over which the Group exercises joint control in terms of a contractual agreement. Investments in jointly controlled entities are accounted for by way of the proportionate consolidation method whereby the Groups proportional share of the assets, liabilities, revenue and expenses of jointly controlled entities are combined on a line-by-line basis, with similar items in the financial statements of the

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Group. The results of jointly controlled entities are included from the effective dates when joint control commences to the effective dates when joint control ceases. Any goodwill arising on the acquisition of the Groups interest in a jointly controlled entity is accounted for in terms of accounting policy note 4.2. 4.1.4 Transactions eliminated on consolidation Intra-Group balances and transactions, and unrealised gains arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains resulting from the transactions with associates and jointly controlled entities are eliminated to the extent of the Groups interest in the entity. Unrealised gains resulting from transactions with associates are eliminated against the investment in associates. Unrealised losses on transactions with associates are eliminated in the same way as unrealised gains, except that they are only eliminated to the extent that there is no evidence of impairment. 4.2 Goodwill Goodwill represents amounts arising on acquisition of subsidiaries and joint ventures. All business combinations are accounted for by applying the acquisition method. Goodwill arising from a business combination for which the agreement date is prior to 31 March 2004, is included in the Statement of Financial Position at its deemed cost, being its cost less accumulated up to 31 March 2004, as previously recorded under SA GAAP. Goodwill arising from a business combination, for which the agreement date is on or after 31 March 2004, is not amortised but is carried at cost less accumulated impairment losses. Goodwill is tested at least annually for impairment. For the purpose of impairment testing, goodwill is allocated to the cash-generating unit(s) expected to benefit from the business combination in which the goodwill arose. An impairment loss is recognised if the carrying amount of the cash-generating unit, including the associated goodwill, exceeds its recoverable amount. On disposal of a subsidiary or a jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. 4.3 Intangible assets Intangible assets, other than goodwill (refer to policy note 4.2) are recognised if it is probable that future economic benefits will flow to the entity from the intangible assets and the costs of the intangible assets can be reliably measured. 4.3.1 Trademarks Internally generated trademarks are classified as indefinite useful life intangible assets as they are inherent to the continuous operation of the businesses to which they relate, and are stated at cost less accumulated impairment losses. No perceived end to the economic benefits to be derived from the assets.Trademarks are tested for impairment at least annually. 4.3.2 Computer software Direct software development costs that enhance the benefits of computer software programs and are clearly associated with an identifiable and unique software system, which will be controlled by the Group and has a probable benefit exceeding one year, are recognised as intangible assets. Computer software, including software development costs recognised as intangible assets, is amortised on the straight-line basis over the expected useful lives of the assets, being between three and five years. Capitalised computer software is carried at cost less accumulated and impairment losses. Computer software is tested annually for impairment or changes in estimated future benefits. 4.3.3 Manufacturing and distribution rights Acquired manufacturing and distribution rights are classified as indefinite useful life intangible assets as they are inherent to the continuous operation of the business to which they relate, and are stated at cost less accumulated impairment losses. No perceived end to the economic benefits to be derived from the assets. Manufacturing and distribution rights are tested at least annually for impairment.

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4.4

Property, plant and equipment Furniture, fittings, computer equipment, plant and equipment, improvements to leasehold premises, office equipment and motor vehicles are stated at cost less accumulated depreciation and impairment calculated on the component method, and on a straight-line basis, at the rates set out below, which rates are considered appropriate to write off the cost of the asset to the estimated residual value over the estimated useful life of the asset thereof. The estimated useful lives and residual values are reviewed at each financial year end. The current rates used are: Plant and equipment Office equipment Computer equipment Furniture and fittings Motor vehicles passenger Motor vehicles commercial Improvements to leasehold premises 15% 20% 15% 33% 15% 20% 25% period of lease

Land and buildings owned and occupied by Group companies are classified as own use property. Land is carried at cost. Buildings are carried at cost less depreciation calculated on a straight-line basis, at rates considered appropriate to write off the cost thereof to the estimated residual value over the estimated useful life of the buildings. The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between sales proceeds and the carrying amount of the asset and is recognised in the Statement of Comprehensive Income. Property, plant and equipment are tested annually for impairment. 4.5 Inventories Inventories are valued at the lower of cost and net realisable value. Cost is determined on a first-in, first-out basis. The cost of finished goods includes direct expenditure and production overheads. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Any write downs to inventory and reversals to prior years write down are accounted for in cost of sales. Reversals to prior year inventory write downs are limited to the cost of the inventory written down. Inventory comprises of finished goods, work in progress and raw materials. 4.6 Trade and other receivables Trade and other receivables are recognised initially at fair value and are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Indicators that trade receivables may be impaired are significant financial difficulty experienced by the debtor, the probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments. The amount of the provision is the difference between the assets carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the Statement of Comprehensive Income. When a trade receivable is uncollectable, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited to the Statement of Comprehensive Income. 4.7 Foreign currency transactions Foreign currency transactions are recorded at the exchange rate ruling on the transaction dates. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the end of each reporting period. Translation differences are recognised in the Statement of Comprehensive Income. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to South African rand at foreign exchange rates ruling at the dates that the fair value was determined. Exchange differences are taken to profit and loss in the year in which they arise.

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4.8

Taxation The taxation expense represents the sum of the current taxation payable (local and international), deferred taxation and secondary taxation on companies. The current taxation currently payable is based on the taxable income for the year. Taxable income differs from net income as reported in the Statement of Comprehensive Income where it includes items of income and expense that are taxable or deductible in other periods and it further excludes items that are not taxable or deductible. The Groups liability for current taxation uses the current substantially enacted taxation rates. Deferred taxation is accounted for using the comprehensive liability method in respect of temporary differences which arise from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding taxation basis used in the computation of taxable income. Deferred taxation liabilities are recognised for all taxable temporary differences and deferred taxation assets are recognised to the extent that it is probable that taxable income will be available against which deductible temporary differences can be utilised. The carrying value of deferred taxation assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow part of the asset to be recovered. Current substantially enacted taxation rates are used to determine deferred income taxation. The principal temporary differences arise from depreciation on property, plant and equipment, various provisions, fair value adjustments on strategic investments and taxation losses carried forward. Secondary taxation on companies is recognised as part of the taxation charge in the Statement of Comprehensive Income when the related dividend is declared.

4.9

Cash and cash equivalents Cash and cash equivalents comprise cash on hand, deposits held on call with banks, other current highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are included as part of current liabilities on the Statement of Financial Position. Cash and cash equivalents are carried on the Statement of Financial Position at fair value.

4.10 Trade and other payables Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. 4.11 Revenue Revenue, which excludes value-added tax, comprises the net amounts invoiced to customers, after trade discounts, for goods supplied and services rendered. Under certain service contracts the Group manages customer expenditure and is obliged to purchase goods and services from third-party contractors and recharge them to the customer at cost. These flow through amounts charged by contractors and recharged to customers at cost are excluded from turnover and cost of sales. Debtor and creditor balances relating to these transactions are recorded in the Statement of Financial Position. 4.11.1 Revenue recognition Revenue from service-based activities is recognised when the service is completed. Revenue from the sale of merchandise and finished goods is brought to account when the risk in the goods passes to the customer. Interest earned is accrued on a time proportion basis using the effective interest rate method. Dividends are recognised when the right to receive payment is established. 4.12 Leased assets Lease contracts, where the Group has substantially all the risks and rewards of ownership of the leased assets, are classified as finance leases. Assets held under finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased asset or the present value of the minimum lease payments, and are depreciated over the shorter of the useful life of the asset, on the same basis as owned assets, or the lease term.

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The corresponding rental obligations, net of finance charges, are classified as finance lease liabilities. Each lease payment is allocated between capital and finance charges. Finance charges are expensed using the effective interest method. Leases of assets, where a significant portion of the risks and rewards of ownership are retained by the lessor, are classified as operating leases. Payments made under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the period of the lease. 4.13 Investments 4.13.1 Investments in subsidiaries, associates and jointly controlled entities Investments in subsidiaries, associates and jointly controlled entities are recognised at cost less accumulated impairment losses in the Companys separate financial statements. 4.14 Financial instruments Financial instruments include all financial assets, financial liabilities and equity instruments including derivative instruments. Financial instruments carried on the Statement of Financial Position include cash and cash equivalents (as defined), current liabilities, strategic investments, trade and other receivables, trade and other payables, interest bearing liabilities and derivative financial instruments. The particular recognition methods adopted are disclosed in the individual policy statements or notes associated with each item. 4.14.1 Financial assets The Group classifies its financial assets in the following categories; at fair value through profit or loss or loans and receivables. The classification depends on the nature and purpose of the financial instrument and is determined at the time of initial recognition. Financial assets at fair value through profit and loss are financial assets held for trading or those designated as fair value through profit and loss on initial recognition. These assets are reflected in current and noncurrent assets, respectively, and mainly include strategic investments. Derivatives are classified as held for trading unless they are designated as hedges. Financial assets carried at fair value through profit and loss are initially recognised at fair value and subsequently carried at fair value. Gains and losses arising from changes in the fair value of the financial assets at fair value through profit and loss category are presented in the Statement of Comprehensive Income in the period in which they arise. The method for estimation of fair value is described within the disclosure on judgements and estimates. Where the effect of the time value of money is not considered to be material, financial assets carried at amortised cost using the effective interest rate method are not discounted as their carrying values approximate fair value. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of each reporting period. These are classified as non-current assets. Loans and receivables include trade and other receivables and cash and cash equivalents in the Statement of Financial Position. Loans and receivables are initially recognised at fair value, plus transaction costs, and subsequently carried at amortised cost using the effective interest method. The Group derecognises a financial asset only when the contractual right to the cash flows from the asset expires, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. 4.14.2 Financial liabilities The Group classifies its financial liabilities as either financial liabilities at fair value through profit or loss or other financial liabilities. Where the effect of the time value of money is not considered to be material, financial liabilities carried amortised cost using the effective interest rate method are not discounted as their carrying values approximate fair value.

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Other financial liabilities include trade payables, loans and liabilities (interest bearing and non-interest bearing) and other payables that are not held for trading purposes and have fixed or determinable payments that are not quoted in an active market. Other financial liabilities are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The Group derecognises financial liabilities when, and only when, the Groups obligations are discharged, cancelled or they expire. 4.15 Impairment of assets Except for goodwill, indefinite useful life intangible assets, and intangible assets not yet available for use, the recoverable amounts of the Groups assets are assessed for indications of impairment at least annually. If there is an indication that an asset may be impaired, its recoverable amount is estimated. The recoverable amount of an asset is calculated as the higher of its fair value less cost to sell and its value in use. In assessing the value in use, the expected future cash flows from the asset are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is recognised in the Statement of Comprehensive Income whenever the carrying amount of an asset exceeds its recoverable amount. A previously recognised impairment loss, except for an impairment in respect to goodwill which is never reversed, is reversed in the Statement of Comprehensive Income, if the recoverable amount of the asset increases as a result of a change in the estimates used to determine the recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. Impairments to CGUs are first applied to goodwill and then to other assets in the CGU on a proportionate basis. 4.16 Provisions A provision is recognised when, and only when, the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at the end of each reporting period and adjusted to reflect current best estimate. Where the effect of the time value of money is material, the amount of a provision is the present value of the expenditure expected to be required to settle the obligation. 4.17 Segment reporting Operating segments have been determined on a basis consistent with the internal reports reviewed by the Executive committee (Exco) when making strategic decisions for the Group. Exco considers the business based on the sectors in which they operate. 4.18 Employee benefits The Group provides for retirement benefits for the majority of employees by payments to independently administered defined-contribution pension and provident funds. Current contributions are charged against income as incurred. 4.19 Dividends declared Dividends, and the related tax thereon, are recognised when the dividends are declared by the board of directors. 4.20 Share capital 4.20.1 Ordinary shares Ordinary shares are classified as equity. Issued share capital is stated at the amount of the proceeds received less directly attributable issue costs. 4.20.2 Preference shares Preference shares issued which are convertible at the instance of the holder into other equity instruments, or if not convertible are redeemable at the instance of the issuer, are classified as equity. Distributions to the holders of preference shares which are classified as equity are shown in the statement of changes in equity as part of transactions with equity holders. Preference shares which do not meet the definition of an equity instrument are classified as liabilities. Distributions to the holders of preference shares which are classified as liabilities are included in finance costs in the Statement of Comprehensive Income.

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4.21 Non-current assets (or disposal group) held for sale Non-current assets (or disposal groups) are classified as assets held for sale and stated at the lower of carrying amount and fair value less costs to sell if their carrying amount is recovered principally through a sale transaction rather than through continued use. 4.22 Related party transactions All subsidiaries, joint ventures and associated companies of the Group are related parties. A list of the major subsidiaries, joint ventures and associated companies are included in the annual report. All transactions entered into with subsidiaries and associated companies were under terms no more favourable than those with third parties and have been eliminated in the consolidated Group accounts. Directors emoluments as well as transactions with other related parties are set out in notes 22.5 and 34. There were no other material contracts with related parties. 4.23 Share-based payments Equity-settled share-based payments are measured at fair value at the date of grant and recognised in profit or loss on a straight-line basis over the vesting period based on the estimated number of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions. Fair value is measured using a trinomialbased option pricing model. Share appreciation rights granted to employees for the services rendered or to be rendered are raised as a liability and recognised in profit and loss immediately or, if vesting requirements are applicable, over the vesting period. The liability is measured annually until settled and any changes in value are recognised in profit and loss. Fair value is measured using the trinomial-based option model. In a BEE transaction, the share-based payment is measured as the difference between the fair value of the equity instruments granted and the fair value of the cash and other assets received (e.g. the BEE equity credentials) and are recognised in profit and loss at the grant date unless there are service conditions in which case it is recognised over the relevant period of the service conditions. 4.24 Borrowing costs Borrowing cost is recognised as an expense in the period in which it is incurred. 4.25 Government grants The carrying amounts of the assets to which the government grants/assistance relate to, have been reduced by the amount of the government grants given. 5. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of the financial statements in conformity with IFRS requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period, based on managements best knowledge of current events and actions and anticipated future events. The accounting estimates may, by definition, differ from the ultimate actual results. Estimates are continually evaluated and are based on historical experiences and other factors, including expectations of future events, which are considered to be reasonable in the circumstances. 5.1 Fair value methods and assumptions The best evidence of the fair value of a financial instrument on initial recognition is the transaction price, i.e. the fair value of the consideration paid or received, unless the fair value is evidenced by comparison with other observable current market transactions in the same instrument, without modification or repackaging, or based on discounted cash flow models and option-pricing valuation techniques whose variables include only data from observable markets. When such valuation models, with only observable market data as input, indicate that the fair value differs from the transaction price, this initial difference, commonly referred to as day one profit or loss, is recognised in the Statement of Comprehensive Income immediately. If non-observable market data is used as part of the input to the valuation models, any resulting difference between the transaction price and the model value is deferred.

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The timing of recognition of deferred day one profit or loss is determined individually. It is either amortised over the life of the transaction, deferred until the instruments fair value can be determined using market observable inputs, or realised through settlement, depending on the nature of the instrument and availability of market observable inputs. Subsequent to initial recognition, the fair values of financial assets and liabilities are based on quoted market prices or dealer price quotations for financial instruments traded in active markets. In situations where an investment vehicle is established to house the investment, the Group determines fair values of its investments through valuation of the underlying assets in the respective investment companies. If the market for a financial asset is not active or the instrument is an unlisted instrument, the fair value is determined using applicable valuation techniques such as price : earnings multiple, EBITDA multiple, net asset value and discounted cash flow methods. Where earnings multiple or discounted cash flow analyses are used, estimated multiples and future cash flows are based on managements best estimates and market-related discount rates at the end of each reporting period for a financial asset with similar terms and conditions. Management follows a conservative approach when determining estimates of earnings and multiples used for valuation purposes. Where pricing models are used, inputs are based on observable market indicators at the end of each reporting period and profits or losses are only recognised to the extent that they relate to changes in factors that market participants will consider in setting a price. 5.2 Estimates regarding the impairment of goodwill The recoverable amount of the cash-generating unit(s) is determined using appropriate EBITDA multiples, net asset value and discounted cash flow valuation methodologies. EBITDA multiple valuations are based on, inter alia, the EBITDA achieved by a cash-generating unit for the year under review and budgets and forecasts prepared by management.The EBITDA multiples used are determined with reference to the EBITDA multiples of comparable listed companies (both locally and overseas) and are adjusted for industry and other specific factors affecting the cash-generating unit. Net asset value-based valuations are calculated based on the audited net asset value of the cash-generating unit at the end of the current year. Discounted cash flow valuations are based on cash flow budgets and forecasts prepared by management. 5.3 Estimates regarding the impairment of intangible assets other than goodwill The recoverable amount of the trademarks is calculated using an appropriate trademark royalty rate and revenue budgets and forecasts prepared by management. The recoverable amounts of the manufacturing and distribution rights are calculated based on revenue budgets and forecasts prepared by management. 5.4 Estimates regarding the impairment of associates The recoverable amount of the investment in associates is based on value in use. 6. ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS During the current financial year, the following accounting standards, interpretations and amendments to published accounting standards were adopted: Accounting standard/ interpretation IAS 1 Presentation of Financial Statements Type Amendment Description The principal change is that an entity must present all nonowner changes in equity in a statement of comprehensive income. All owner changes in equity are recognised in a statement of changes in equity. In addition the amendment introduced changes to terminology including revised titles for the financial statements, the Group has adopted these revised terminology changes. This amendment had no effect on the Groups results or net assets.

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Accounting standard/ interpretation IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors IAS 10 Events after the Reporting Period

Type Amendment

Description The amendment changed the status of the implementation guidance. The amendment had no effect on the Group or Company to date. The amendment clarified that a dividend declared after the end of the reporting period is an adjusting event. This amendment had no effect on the Groups results or net assets. The amendment resulted in changes to the recoverable amount definitions and accounting for sale of assets held for rental. The amendment has no effect on the Group or Company. The amendment relates to costs of originating a loan. The amendment relates to curtailments and negative past service cost, plan administration costs, replacement of the term fall due and additional guidance on contingent liabilities. The amendment had no effect on the Group or Company to date. The amendment relates to government loans with a below-market rate of interest and terminology changes to be consistent with other IFRSs. The amendment had no effect on the Group or Company to date. The amendment requires an entity to capitalise borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. The amendment had no effect on the Group or Company to date. The amendment requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. When control is lost any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in profit or loss. The amendment had no effect on the Group or Company to date. The amendment requires disclosures when investments in associates are accounted for at fair value through profit or loss. The amendment had no effect on the Group or Company to date. The amended standards require entities to classify puttable financial instruments and instruments, or components of instruments that impose on the entity an obligation to deliver to another party a pro rata share of the net assets of the entity only on liquidation as equity, provided the financial instruments have particular features and meet specific conditions. The amendment had no effect on the Group or Company to date. The amendment clarifies that vesting conditions are service conditions and performance conditions only. The amendment had no effect on the Group or Company to date.

Amendment

IAS 16 Property, Plant and Equipment

Amendment

IAS 18 Revenue IAS 19 Employee Benefits

Amendment Amendment

IAS 20 Accounting for Government Grants and Disclosure of Government Assistance IAS 23 Borrowing Costs

Amendment

Amendment

IAS 27 Consolidated and Separate Financial Statements

Amendment

IAS 28 Investments in Associates

Amendment

IAS 32 and IAS 1 Financial Instruments Presentation Financial Statements Puttable Financial Instruments and Obligations Arising on Liquidation

Amendment

IFRS 2 Share Based Payments Vesting Conditions and Cancellations

Amendment

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Accounting standard/ interpretation IFRS 3 Business Combinations

Type Amendment

Description The revised standard continues to apply the acquisition method to business combinations, some of the significant changes are, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the Statement of Comprehensive Income.There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree at fair value or at the non-controlling interests proportionate share of the acquirees net assets. All acquisition related costs should be expensed. The revision had no effect on the Group or Company to date. The amendment provides clarification that IFRS 5 specifies the disclosures required in respect of non-current assets (or disposal groups) classified as held for sale or discontinued operations. It also clarifies that the general requirements of IAS 1 still apply. The amendment had no effect on the Group or Company to date. The new standard requires a management approach, under which segment information is presented on the same basis as that used for internal reporting purposes. This has resulted in an increase in the number of reportable segments presented. In addition, the segments are reported in a manner that is more consistent with the internal reporting provided to the chief operating decision-maker. The new standard has had little impact on the Groups reportable segments, as the Groups segments reported on are consistent with the internal reporting provided to the chief operating decision-maker (Exco). The amendment requires an entity to assess whether an embedded derivative is to be separated from a host contract when the entity reclassifies a hybrid financial asset out of the fair value through profit or loss category. The amendment had no effect on the Group or Company to date. Re-assessment of embedded derivatives. The new interpretation had no effect on the Group or Company to date. The amendment states that, in a hedge of a net investment in a foreign operation, qualifying hedging instruments may be held by any entity or entities within the group, including the foreign operation itself, as long as the designation, documentation and effectiveness requirements of IAS 39 that relate to a net investment hedge are satisfied. The amendment had no effect on the Group or Company to date. The interpretation clarifies whether IAS 18, Revenue, or IAS 11, Construction Contracts, should be applied to particular transactions. IFRIC 15 is not relevant to the Groups operations as all revenue transactions are accounted for under IAS 18 and not IAS 11.

IFRS 5 Non-current Assets Held for Sale and Discontinued Operations

Amendment

IFRS 8 Operating Segments

New Statement

IFRIC 9 Reassessment of Embedded Derivatives

Amendment

IFRIC 9 and IAS 39 Embedded Derivatives IFRIC 16 Hedges of a Net Investment in a Foreign Operation

New Interpretation Amendment

IFRIC 15 Agreements for the Construction of Real Estate

New Interpretation

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Accounting standard/ interpretation IFRIC 17 Distributions of Non-cash Assets to Owners

Type New Interpretation

Description This interpretation provides guidance on accounting for arrangements whereby an entity distributes non-cash assets to shareholders either as a distribution of reserves or as dividends. IFRS 5 has also been amended to require that assets are classified as held for distribution only when they are available for distribution in their present condition and the distribution is highly probable. The amendment had no effect on the Group or Company to date. This interpretation provides guidance on how to account for items of property, plant and equipment received from customers or cash that is received and used to acquire or construct specific assets. This interpretation is only applicable to such assets that are used to connect the customer to a network or to provide ongoing access to a supply of goods or services or both. The amendment had no effect on the Group or Company to date. A prepayment may only be recognised in the event that payment has been made in advance of obtaining right of access to goods or receipt of services. The amendment had no effect on the Group or Company to date. This amendment clarifies that it is possible for there to be movements into and out of the fair value through profit or loss category where a derivative commences or ceases to qualify as a hedging instrument in cash flow or net investment hedge and that a financial asset or liability that is part of a portfolio of financial instruments managed together with evidence of an actual recent pattern of short-term profit taking is included in such a portfolio on initial recognition. The amendment had no effect on the Group or Company to date. The new interpretation guidance on the application of IFRIC 14 IAS 19 The Limit on the Defined Benefit Asset, Minimum Funding Requirements and their Interaction in South Africa in relation to the defined benefit pension obligations. The interpretation had no effect on the Group or Company to date. The amended standard allows first-time adopters to use a deemed cost of either fair value or the carrying amount under previous accounting practice to measure the initial cost of investments in subsidiaries, jointly controlled entities and associates in the separate financial statements. The amendment also removes the definition of the cost method from IAS 27 and replaces it with a requirement to present dividends as income in the separate financial statements of the investor. The amendment is not relevant to the Group as the Group has adopted IFRS. The amendment requires enhanced disclosures about fair value measurement and liquidity risk. In particular, the amendment requires disclosure of fair value measurements by level of a fair value measurement hierarchy. As the change in accounting policy only results in additional disclosures, there is no impact on earnings per share. See note 34.4 to the financial statements

IFRIC 18 Transfers of Assets from Customers

New Interpretation

IAS 38 Intangible Assets

Amendment

IAS 39 Financial Instruments: Recognition and Measurement Eligible Hedged Items

Amendment

AC 504 IAS 19(AC 116) The Limit on a Defined Benefit Asset, Minimum Funding Requirements and Their Interaction in The South African Pension Fund Environment IFRS 1 First-Time Adoption of International Financial Reporting Standards IAS 27 Consolidated and Separate Financial Statements Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate

New Interpretation

Amendment

IFRS 7 Financial Instruments Disclosures Improving Disclosures about Financial Instruments

Amendment

At the date of issue of these financials, the following accounting standards, interpretations and amendments to published accounting standards were in issue but not yet effective:

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Accounting standard/ interpretation IAS 1 Presentation of Financial Statements Classification of Convertible Instruments as Either non-Current or Current IAS 1 Presentation of Financial Statements Clarification of Statement of Changes in Equity IAS 7 Statement of Cash Flows IAS 17 Leases IAS 18 Revenue IFRS 2 Share-Based Payments Group Cash-settled Share-based Payment Transactions IFRS 3 Business Combinations IFRS 5 Non-current Assets Held for Sale and Discontinued Operations IFRS 7 Financial Instruments IFRS 8 Operating Segments Disclosure of information regarding Profit and Loss, Assets and Liabilities IFRS 9 Financial Instruments Classification and Measurement IAS 27 Consolidated and Separate Financial Statements IAS 24 Related Party Disclosures IAS 32 Financial Instruments Presentation and Disclosure IAS 36 Impairment of Assets IAS 39 Financial Instruments: Recognition and Measurement Scope Exemption for Business Combination Contracts and Cash Flow Hedge Accounting

Type Amendment

Effective date Financial years commencing on or after 1 January 2010

Amendment

Financial years commencing on or after 1 January 2011

Amendment Amendment Amendment Amendment

Financial years commencing on or after 1 January 2010 Financial years commencing on or after 1 January 2010 Financial years commencing on or after 1 January 2010 Financial years commencing on or after 1 January 2010

Amendment Amendment

Financial years commencing on or after 1 January 2011 Financial years commencing on or after 1 January 2010

Amendment Amendment

Financial years commencing on or after 1 January 2010 Financial years commencing on or after 1 January 2010

New standard Amendment Amendment Amendment Amendment Amendment

Financial years commencing on or after 1 January 2013 Financial years commencing on or after 1 January 2011 Financial years commencing on or after 1 January 2011 Financial years commencing on or after 1 February 2010 Financial years commencing on or after 1 January 2010 Financial years commencing on or after 1 January 2010 Improvements Projects Improvements to IFRSs Financial years commencing on or after 1 January 2010

The directors have not yet determined what the impact of these new standards and interpretations on the Company will be.

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NOTES TO THE FINANCIAL STATEMENTS 7. PROPERTY, PLANT AND EQUIPMENT GROUP: 2010 Accumulated depreciation and impairment R000 (145 478) (15 613) (83 654) (26 185) (159 697) (20 422) (451 050)

Cost R000 Land and buildings Plant and equipment Office equipment Computer equipment Furniture and fittings Motor vehicles Improvements to leasehold premises 6 216 278 908 18 457 103 231 33 710 364 058 34 089 838 669 Reconciliation of net book value
Reclassified to disposal group classified as held for sale R000 (3 381) (3 381)

Net book value R000 6 216 133 429 2 844 19 577 7 525 204 361 13 667 387 619

Net book value 30 June 2009 R000 Land and buildings Plant and equipment Office equipment Computer equipment Furniture and fittings Motor vehicles Improvements to leasehold premises 4 962 136 697 3 252 18 640 6 108 132 573 10 370 312 602 Analysis of additions Replacement of assets Expansion of business

Reclassification R000 (5 631) 276 193 441 65 4 094 (562)

Government grants R000 (1 180) (252) (569) (2 001)

Additions R000 1 367 49 379 595 8 528 4 913 123 064 8 695 196 542 52 235 144 306 196 541

Disposals R000 (113) (4 926) 852 (252) (1 570) 113 (5 896)

Depreciation and impairment R000 (37 529) (1 279) (8 636) (3 685) (49 519) (9 036) (109 684)

Net book value 30 June 2010 R000 6 216 133 429 2 844 19 577 7 525 204 361 13 667 387 619

GROUP: 2009 Accumulated depreciation and impairment R000 (128 040) (14 374) (77 863) (23 269) (121 227) (11 499) (376 272)

Cost R000 Land and buildings Plant and equipment Office equipment Computer equipment Furniture and fittings Motor vehicles Improvements to leasehold premises 4 962 264 737 17 626 96 503 29 377 253 800 21 869 688 874

Net book value R000 4 962 136 697 3 252 18 640 6 108 132 573 10 370 312 602

91

Reconciliation of net book value Net book value 30 June 2008 R000 Land and buildings Plant and equipment Office equipment Computer equipment Furniture and fittings Motor vehicles Improvements to leasehold premises 4 962 114 675 4 791 15 495 6 806 107 853 11 676 266 258 Analysis of additions Replacement of assets Expansion of business Net book value 30 June 2009 R000 4 962 136 697 3 252 18 640 6 108 132 573 10 370 312 602

Additions R000 117 831 849 12 238 2 557 68 199 2 271 203 865 53 490 150 375 203 865

Disposals R000 (44 214) (491) 191 (807) (5 699) (848) (51 868)

Depreciation and impairment R000 (51 595) (1 897) (9 284) (2 448) (37 700) (2 729) (105 653)

Excluded from disposal is R154 006 000 in property, plant and equipment re-classified in the prior period now disposed off with the disposal of Trollope Mining Services (Pty) Ltd. Refer to Note 16.

GROUP: 2008 Accumulated depreciation and Cost impairment R000 R000 Land and buildings Plant and equipment Office equipment Computer equipment Furniture and fittings Motor vehicles Improvements to leasehold premises 4 962 465 686 17 542 86 470 29 920 223 003 20 784 848 367 Reconciliation of net book value
Net book value 30 June 2007 R000 Land and buildings Plant and equipment Office equipment Computer equipment Furniture and fittings Motor vehicles Improvements to leasehold premises 4 951 250 983 6 447 17 656 7 327 95 615 5 324 388 302 Analysis of additions Replacement of assets Expansion of business Depreciation and impairment R000 (143 986) (2 918) (9 965) (3 218) (34 359) (2 271) (196 717) Reclassified as held for sale R000 (148 048) (283) (1 393) (4 282) (154 006) Net book value 30 June 2008 R000 4 962 114 675 4 791 15 495 6 806 107 853 11 676 266 258

Reclassified as held for sale R000 (148 048) (283) (1 393) (4 282) (154 006)

Net book value R000 4 962 114 675 4 791 15 495 6 806 107 853 11 676 266 258

(202 963) (12 751) (70 692) (21 721) (110 868) (9 108) (428 103)

Additions R000 11 176 897 1 287 8 814 4 380 57 906 9 437 258 732 102 394 156 338 258 732

Disposals R000 (21 171) (25) (727) (290) (7 027) (814) (30 054)

92

Property, plant and equipment re-classified to disposal group classified as held for sale amounts to R154 006 000 and relates to assets which belonged to Trollope Mining Services (part of the consumer segment). Trollope Mining Services has been disposed off on 1 October 2008. Land and buildings comprise portion 135, Farm Waterval 273, Pretoria.The useful life of the buildings is estimated to be 50 years. No depreciation was provided for on land and buildings as the estimated residual values equals to or exceeds the carrying value. certain of the Groups assets are encumbered by instalment sale agreements and capitalised finance leases as described in note 18. 8. GOODWILL 2010 R000 Deemed cost Accumulated impairments 431 637 (18 933) 412 704 Reconciliation of net book value Net book value at the beginning of the year Acquisitions of subsidiaries Disposals of subsidiaries Impairment losses 414 164 (1 460) 412 704 Group 2009 R000 441 290 (27 126) 414 164 406 827 7 337 414 164 2008 R000 433 953 (27 126) 406 827 401 691 27 126 (10 504) (11 486) 406 827

The impairment testing on goodwill is documented as part of note 5.2 estimates and judgements. 9. INTANGIBLE ASSETS GROUP: 2010 Accumulated amortisation and impairment R000 (526) (40 638) (41 164) Net book value R000 61 013 6 789 64 829 132 631

Cost R000 Trademarks Computer software Manufacturing and distribution rights 61 539 47 427 64 829 173 795 Reconciliation of net book value Net book value 30 June 2009 R000 Trademarks Computer software Manufacturing and distribution rights 61 013 3 994 64 829 129 836

Additions R000 6 299 6 299

Disposals R000 562 562

Amortisation and impairment R000 (4 066) (4 066)

Net book value 30 June 2010 R000 61 013 6 789 64 829 132 631

93

GROUP: 2009 Accumulated amortisation and impairment R000 (526) (33 590) (34 116)

Cost R000 Trademarks Computer software Manufacturing and distribution rights 61 539 37 584 64 829 163 952 Reconciliation of net book value Net book value 30 June 2008 R000 Trademarks Computer software Manufacturing and distribution rights 61 539 8 344 57 907 127 789 GROUP: 2008

Net book value R000 61 013 3 994 64 829 129 836

Additions R000 7 030 6 922 13 952

Amortisation and impairment R000 (526) (11 380) (11 906)

Net book value 30 June 2009 R000 61 013 3 994 64 829 129 836

Cost R000 Trademarks Computer software Manufacturing and distribution rights 61 539 30 554 57 907 150 000 Reconciliation of net book value Net book value 30 June 2007 R000 Trademarks Computer software Manufacturing and distribution rights 61 539 19 549 81 088

Accumulated amortisation and impairment R000 (22 210) (22 210)

Net book value R000 61 539 8 344 57 907 127 790

Additions R000 57 905 57 905

Amortisation and impairment R000 (11 204) (11 204)

Net book value 30 June 2008 R000 61 539 8 344 57 907 127 789

Trademarks comprise the trademarks used by Coin Security, King Pie and Blacksteer. During the 2009 financial year trademark to the value of R526 000 used by Blacksteer was impaired.

94

10. INVESTMENTS IN ASSOCIATES 2010 R000 Tangible assets Goodwill Shares at cost Groups share of post-acquisition reserves Loan receivables Accumulated impairment of investments in associates 2 2 8 267 8 269 Reconciliation of the carrying value of investments in associates Carrying value at the beginning of the year Share of net attributable profit of associated companies Net acquisitions/(disposals) of investments in associates Net decrease in loan receivables Impairment of investment in associated companies Carrying value at the end of the year Directors valuation of shares Unlisted shares
Share of profit is after tax and minority interest in associates. Directors valuation of shares is an indicative of the fair value of Groups investment in associates.

Group 2009 R000 1 827 2 1 829 6 299 (1 827) 6 301

2008 R000 3 650 1 005 4 655 5 758 2 690 (865) 12 238

6 301 1 968 8 269 8 269

12 238 3 162 (5 353) (2 784) (962) 6 301 6 301

11 215 1 439 1 649 (1 200) (865) 12 238 12 238

% interest held Name of associated company 2010 Ilembe Airport Construction Experience Delivery Company (Proprietary) Limited 20 48,0

Country of incorporation

Assets R000 91 581 21 479 113 060

Liabilities R000 71 953 14 639 86 592

Revenues R000 2 512 214 35 392 2 547 606

Profit/(Loss) R000 8 620 4 241 12 861

RSA RSA

% interest held Name of associated company 2009 Experience Delivery Company (Proprietary) Limited

Country of incorporation

Assets R000

Liabilities R000

Revenues R000

Profit/(Loss) R000

48,0

RSA

25 693 25 693

17 153 17 153

30 980 30 980

2 003 2 003

% interest held Name of associated company 2008 Telesafe (Proprietary) Limited Resolution Insurance Copmany (Proprietary) Limited Experience Delivery Company (Proprietary) Limited Al Jaber Coin LLC 49 40 48,0 49

Country of incorporation

Assets R000 16 194 20 981 37 175

Liabilities R000 12 229 14 504 26 733

Revenues R000 62 662 19 480 82 142

Profit/(Loss) R000 (72) 1 337 1 265

RSA RSA RSA UAE

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11. OTHER INVESTMENTS 2010 R000 Loan receivables Accumulated net fair value losses arising on revaluation of strategic investments 80 183 (48 268) 31 915 Comprising Non-current investments Current investments 16 362 15 553 31 915 Reconciliation of the carrying value of other investments Carrying value at the beginning of the year 43 807 Net acquisitions of subsidiaries and other businesses Investments disposed (10 080) Net fair value gains/(losses) arising on revaluation of strategic investments (1 812) 31 915 Directors valuation of shares Unlisted investments 12. FINANCIAL ASSETS AND LIABILITIES 2010 Financial Financial asset liability R000 R000 Derivative financial instrument classified as held for trading with fair value through profit and loss Group 2009 Financial Financial asset liability R000 R000 2008 Financial Financial asset liability R000 R000 31 915 Group 2009 R000 90 263 (46 456) 43 807 32 553 11 254 43 807 63 614 1 200 (21 035) 28 43 807 43 807 2008 R000 106 856 (46 484) 60 372 40 255 20 117 60 372 83 056 1 497 (19 567) (4 614) 60 372 60 372

36 900 36 900

34 199 34 199

3 242 3 242

On 20 June 2008 the Group entered into a Zero Premium Knock-in-Swap with Absa Capital on a notional amount of R330 000 000. The cap or floor rate is at 12,53% and the barrier level is at 11,05%. The floating rate is based on three-month JIBAR with reset dates on 30 March, June, September and December. The Knock-in event occurs when on any reset date the floating rate is equal to or lower than the barrier level. 13. INVENTORIES 2010 R000 Raw materials Work in progress Consumables Merchandise and finished goods Reclassified to assets in disposal group held for sale 12 189 4 622 14 479 10 318 41 608 Group 2009 R000 12 274 2 834 7 797 17 006 39 911 2008 R000 12 475 711 10 819 14 272 (741) 37 536

96

14. TRADE AND OTHER RECEIVABLES 2010 R000 Trade receivables Less: Provision for impairment of trade receivables 583 281 (54 569) 528 712 Prepayments Other receivables Reclassified to assets in disposal group held for sale 37 301 197 863 763 876 Group 2009 R000 502 580 (44 103) 458 477 36 764 210 226 705 467 2008 R000 546 360 (50 596) 495 764 28 625 179 559 (124 481) 579 467

15. CASH AND CASH EQUIVALENTS Bank balances Term deposits Liquid investments Reclassified to assets in disposal group held for sale 368 551 6 235 23 374 809 204 352 5 897 2 210 251 215 300 4 914 3 (1 067) 219 150

16. DISPOSAL GROUP HELD FOR SALE The disposal group includes the following assets: Property, plant and equipment Inventories Goodwill Trade and other receivables Cash and cash equivalents Assets in disposal group held for sale The disposal group includes the following liabilities: Non-current interest bearing liabilities Deferred taxation Trade and other payables Current interest bearing liabilities Tax liabilities Liabilities in disposal group held for sale Analysis of the result of discontinued operations is as follows: Revenue Operating expenses Profit before tax from discontinued operations 3 381 1 460 204 5 045 154 006 741 124 481 1 067 280 295 44 165 12 966 68 632 48 934 2 198 176 895

63 657 (62 502) 1 155

63 636 (62 103) 1 533

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17. SHARE CAPITAL 2010 R000 Authorised 100 ordinary shares of R1.00 each Issued 100 ordinary shares of R1.00 each
The issued and authorised ordinary share capital of the Company is R100.

Group 2009 R000

2008 R000

18. INTEREST BEARING LIABILITIES Asset-based finance Secured Capitalised finance leases Total amount owing Current portion included in current liabilities Secured by property, plant and equipment with a net book value of R201 291 000 (2009: R156 562 000) (2008: R114 864 000). The liabilities bear interest at rates linked to the prime overdraft rate ranging between 9% and 12% per annum, and are repayable in equal monthly instalments of R6 482 000 (2009: R6 477 000) (2008: R4 948 000). Reconciliation to present value of finance lease liabilities: Gross finance lease liabilities minimum lease payments: No later than 1 year Later than 1 year and no later than 5 years Later than 5 years Finance charges: No later than 1 year Later than 1 year and no later than 5 years Later than 5 years Present value of future lease payments: No later than 1 year Later than 1 year and no later than 5 years Later than 5 years 225 324 88 010 137 314 (32 025) (13 135) (18 890) 193 299 74 875 118 424 163 672 72 070 91 602 (19 613) (11 028) (8 585) 144 059 61 042 83 017 153 027 60 910 91 571 546 (27 505) (13 415) (14 086) (4) 125 522 47 495 77 485 542 118 424 193 299 (74 875) 83 017 144 059 (61 042) 78 027 125 522 (47 495)

98

2010 R000 Instalment sales agreement Total amount owing Current portion included in current liabilities Secured by property, plant and equipment with a net book value of R7 631 000 (2009: R5 937 000) (2008: R146 521 000). The liabilities bear interest at rates linked to the prime overdraft rate ranging between 9% and 11% per annum, and are repayable in equal monthly instalments of R271 000 (2009: R271 000) (2008: R239 000). Other liabilities borrowed Unsecured Preference shares Total amount owing Current portion included in current liabilities Mvelaphanda Treasury and Financial Services (Pty) Ltd Total amount owing Current portion included in current liabilities Interest bearing liabilities 482 438 482 438 100 478 (100 478) 783 971 4 608 7 755 (3 147)

Group 2009 R000 3 697 6 306 (2 609)

2008 R000 48 961 99 964 (51 003)

482 438 482 438 93 560 (93 560) 726 363

74 397 (74 397) 299 883

19. NON-INTEREST BEARING LIABILITIES Unsecured Term loan Total amount owing Current portion included in current liabilities The loan was interest free and unsecured and repayable on demand. Other loans Total amount owing Current portion included in current liabilities The loans are interest free, unsecured and have no fixed repayment terms. 18 136 18 136 22 324 22 324 1 401 1 401 722 117 722 117 566 362 566 362 848 870 848 870

99

20. DEFERRED TAXATION 2010 R000 Balance at the beginning of the year Wear and tear Doubtful debts Prepayments Special taxation allowances Revaluation of investments Estimated assessed tax losses Provisions and accruals Operating lease accrued Revenue received in advance/deferred revenue Other Prior year over/(under) provision Wear and tear Doubtful debts Prepayments Estimated assessed loss Provisions and accruals Other Adjustment due to rate change Wear and tear Doubtful debts Prepayments Special taxation allowances Revaluation of investments Estimated assessed loss Other Acquisition/(disposals) of subsidiaries Wear and tear Doubtful debts Prepayments Special taxation allowances Estimated assessed loss Provisions and accruals Other Charged to the income statement Wear and tear Doubtful debts Prepayments Special taxation allowances Revaluation of investments Estimated assessed loss/(tax losses) Provisions and accruals Operating lease accrued Revenue received in advance/deferred revenue Other (23 370) 9 986 (5 881) 5 994 17 475 33 (24 068) (11 004) (222) (11) (15 673) (233) (219) (14) 8 755 1 420 1 012 (2 700) 2 307 6 696 788 (177) 1 729 (2 320) Group 2009 R000 (9 115) 23 269 (6 315) 2 536 15 168 454 (29 385) (14 842) 395 212 (45) 187 47 (15 561) (17 303) (123) 6 294 (3 609) (820) 474 3 808 479 3 394 2 307 (421) (1 023) (7 389) (222) (11) 2008 R000 (35 785) 13 317 (3 012) 3 660 13 417 (49 149) (14 018) (382) (459) 104 (126) (463) (138) 1 072 392 2 078 3 56 (94) 2 070 43 10 859 10 408 (3 463) (998) 2 307 454 3 480 (1 329)

100

2010 R000 Balance at the end of the year Wear and tear Doubtful debts Prepayments Special taxation allowances Revaluation of investments Estimated assessed tax losses Provisions and accruals Operating lease accrued Revenue received in advance/deferred revenue Other Comprising Deferred tax assets Deferred tax liabilities (17 520) 2 671 (14 849) 21. TRADE AND OTHER PAYABLES Trade and other payables Accruals Deferred revenue 733 656 29 773 30 307 793 736 22. REVENUE Revenue for the period Less: Revenue from discontinued operation 4 125 655 (63 657) 4 061 998 23. PROFIT FROM OPERATIONS 23.1 Auditors remuneration Audit fees Current year Underprovision prior years Other services 444 485 (41) (145) 299 (14 849) 11 406 (5 087) 3 293 19 782 33 (17 372) (10 230) (399) 1 718 (17 993)

Group 2009 R000 (23 370) 9 986 (5 881) 5 994 17 475 33 (24 067) (11 004) (222) (11) (15 673)

2008 R000 (22 466) 23 268 (6 315) 2 536 15 168 316 (42 527) (14 8912)

(32 984) 9 614 (23 370)

(28 461) 5 995 (22 466)

672 485 49 292 26 225 748 002

648 910 40 826 32 330 722 066

3 664 893 (63 636) 3 601 257

3 463 275 3 463 275

7 004 6 448 556 785 7 789

5 030 4 795 235 122 5 152

101

2010 R000 23.2 Depreciation and impairment Plant and equipment Office equipment Computer equipment Furniture and fittings Motor vehicles Improvements to leasehold premises 37 529 1 279 8 636 3 685 49 519 9 036 109 684 23.3 Computer software (11 189) (11 189) 23.4 Employee costs Salaries and bonuses Fringe benefits Pension/Provident/Medical Fund contributions 1 782 339 35 074 117 688 1 935 101 23.5 Directors emoluments Salaries and bonuses Fringe benefits Pension/Provident/Medical Fund contributions 5 414 371 95 5 880 23.6 Rentals under operating leases Land and buildings Equipment Motor vehicles Other 20 540 2 396 41 162 23 139 23.7 23.8 23.9 Foreign currency losses Loss on disposal of property, plant and equipment Foreign currency gains 2 242 258 2 065 820 1 696

Group 2009 R000

2008 R000

51 595 1 897 9 284 2 448 37 700 2 729 105 653 11 266 11 266

82 781 2 920 9 983 2 609 34 339 2 272 134 904 11 204 11 204

1 515 085 33 037 93 177 1 641 299

1 430 371 35 813 83 602 1 549 786

51 153 3 791 47 54 991 276 252 9 166 2 267 198

48 197 5 527 137 53 861 595 2 708 1 899 5 477 1 849

23.10 Profit on disposal of property, plant and equipment 23.11 Administration fees received 24. INTEREST PAID Interest expense Preference dividends paid Finance charges

21 851 40 569 15 523 77 943

12 624 77 110 20 758 110 492

15 574 14 767 30 341

102

25. FAIR VALUE ADJUSTMENTS AND PROFIT/(LOSS) FROM INVESTMENTS 2010 R000 Net fair value adjustment on financial instruments designated through profit and loss Derivate financial instrument held for trading with fair value through profit and loss Net realised loss on disposal of investments (1 812) (2 701) 1 787 (2 726) 2009 R000 28 (40 091) (600) (40 663) 2008 R000 (4 614) 3 241 (14 290) (15 663)

26. SHARE OF LOSS FROM ASSOCIATES Groups share of retained income Dividend income Impairment of investments in associates 1 968 4 107 6 075 3 161 1 264 (962) 3 463 1 439 50 (865) 624

27. TAXATION EXPENSE South African normal tax Current year Prior year (over)/under provision Deferred tax Normal tax Capital Gains Tax Prior year (over)/under provision Adjustment due to rate change Capital Gains Tax Secondary Tax on Companies Foreign tax 67 372 68 524 (1 152) 8 521 8 754 (233) 1 2 236 2 152 80 282 63 308 72 870 475 395 341 7 835 398 72 753 55 402 55 511 (109) 11 241 10 405 454 382 222 317 382 67 564

103

2010 R000 Reconciliation of taxation amount South African normal tax amount Adjusted for: Disallowable expenditure Income from associates Impairment losses on goodwill Exempt income and exceptional items Investment and other special allowances Prior year (over)/under provision Utilisation of previously unrecognised assessed losses Assessed losses Effect of deferred tax balance due to rate change Other Total normal tax Change in income tax rate Capital Gains Tax Secondary Tax on Companies Foreign tax Effective taxation Estimated taxation losses Net estimated normal tax losses available for utilisation against future taxable income Potential taxation relief at current taxation rates 65 560 10 333 297 (551) (1 767) (6 505) (16) (1 715) 20 529 61 75 893 2 237 2 152 80 282

2009 R000

2008 R000

17 110 47 068 26 795 (885) 98 (355) 16 278 467 (42) 16 308 (11 596) 64 178 342 7 835 399 72 753

22 120 43 686 27 383 (1 826) 4 559 (35 692) (588) 24 674 25 176 65 806 382 677 317 382 67 564

325 723 91 202

242 150 67 802

157 775 44 177

28. CASH RECEIVED FROM CUSTOMERS Revenue Movement in trade and other receivables 4 126 655 (58 406) 4 067 249 3 664 893 (126 084) 3 538 809 3 463 275 (192 516) 3 270 759

29. CASH PAID TO SUPPLIERS AND EMPLOYEES Revenue Profit from operations Depreciation and impairment of intangible assets Net profit on disposal of property, plant and equipment Movement in inventories Movement in trade and other payables 4 125 655 (291 287) 3 834 368 (109 683) (562) 517 (656) (36 965) 3 687 020 3 664 893 (192 124) 3 472 769 (105 653) (11 906) 1 810 2 395 (89 438) 3 269 977 3 463 275 (109 314) 3 353 961 (134 906) (92 627) 47 486 4 609 (108 514) 3 070 009

104

30. CASH GENERATED FROM OPERATIONS 2010 R000 Profit from operations Depreciation and impairment of intangible assets Net profit on disposal of property, plant and equipment Working capital changes 291 287 109 682 562 (517) (20 785) 380 229 31. WORKING CAPITAL CHANGES Inventories Trade and other receivables Trade and other payables 656 (58 406) 36 965 (21 941) 32. TAXATION PAID Unpaid at the beginning of the year and on acquisitions of subsidiaries Charged to the income statement Unpaid at the end of the year 507 71 761 (13 609) 8 243 73 623 (507) 8 960 56 323 (10 154) (2 395) (126 084) 89 438 (39 041) (4 609) (192 516) 108 514 (88 611) 2009 R000 192 124 105 653 11 906 (1 810) (39 041) 268 832 2008 R000 109 314 134 906 92 627 (47 485) (88 612) 200 750

58 659 33. NET ACQUISITION/(DISPOSAL) OF SUBSIDIARIES Property, plant and equipment Investments in subsidiaries Other investments Inventory Trade and other receivables Cash and cash equivalents Trade and other payables Non-current interest bearing liabilities Deferred taxation Normal taxation Net assets acquired Minority interest Goodwill Loss on disposal 1 120 2 352 (654) 2 818 2 818 Satisfied by: Cash Loans 2 818 2 818 Net cash effect

81 359

55 129

(200 188) 1 200 (761) (133 222) (6 729) 109 811 109 696 15 561 1 911 (102 721) 427 7 337 872 (94 085) (94 086) 1 (94 085) 87 357

(3 310) 1 497 (1 482) (23 980) (626) 30 957 2 152 (3 024) (721) 1 463 (445) 16 622 12 632 30 272 15 067 15 205 30 272 15 693

105

Subsidiaries and businesses acquired during the 2009 financial year relate mainly to the acquisition of the remaining 22,5% interest in RoyalSechaba Food Services (Proprietary) Limited by RoyalSechaba. Subsidiaries and businesses sold during the 2010 financial year related to a disposal by the Protea Coin Group. Subsidiaries and businesses sold during the 2009 financial year relate mainly to the sale of a 100% interest in Trollope Mining Services (Proprietary) Limited. 34. RELATED-PARTY TRANSACTIONS 34.1 Parent company Mvela Group Limited is the controlling company of Mvelaserve Limited. All transactions between Mvelaserve Group and Mvela Group are concluded at arms length. The following assets and liabilities are in respect of the Mvela Group: 2010 R000 Assets Trade and other receivables Treasury debtors 97 878 459 777 557 655 Liabilities Non-interest bearing liabilities Interest bearing liabilities Treasury creditors 722 117 100 478 129 212 951 807 34.2 Subsidiary companies Details of principal subsidiary companies at 30 June 2010 Nature of Issued business capital (refer to notes) R000 # # # # # # # 1 2 3 3 4 5 6 2009 R000 97 878 353 065 450 943 566 362 93 560 159 997 819 919 2008 R000 105 950 229 718 335 668 848 870 74 397 204 184 1 127 451

Holding % Khuseti Holdings (Pty) Limited Mvelaserve Cleaning (Pty) Limited Protea Coin (Armed reaction and Assets-in-transit) (Pty) Limited Protea Coin (Physical and Technical Security) (Pty) Limited Rebhold Freight Services (2000) (Pty) Limited Mvelaserve Catering (Pty) Limited TFMC Holdings (Pty) Limited 100 100 100 100 100 100 100

Loans R000 29 474 91 282 190 375 37 612 124 146 78 380 551 269

Notes: Details are given in respect of interests in subsidiaries, where material. A full list of subsidiaries has been provided in Annexure 7 to this Pre-listing Statement. All principal subsidiaries are incorporated in South Africa. Loans are non-interest bearing with no fixed repayment terms. # less than R1 000.

106

Nature of businesses 1. Franchise and manufacturing 2. Cleaning services 3. Security services 4. Security services 5. Freight forwarding services 6. Catering services 7. Facilities management All transactions between Mvelaserve Group and/or subsidiary companies are concluded at arms length. On consolidation, inter-company transactions are eliminated. 34.3 Associated companies Details of investments in associated companies are disclosed in note 10. All transactions between Mvelaserve Group and/or its subsidiary companies, and the associated companies are concluded at arms length. 34.4 Directors The names of the directors of Mvelaserve Group are set out in paragraph 17 to this Pre-listing Statement. Details of directors emoluments are set out in paragraph 18 of this Pre-listing Statement. 34.5 Shareholders Mvelaphanda Group Limited owns 100% of the Groups issued share capital 35. CAPITAL COMMITMENTS 2010 R000 Capital expenditure Commitments in respect of capital expenditure approved by the directors: Contracted for Not contracted for 2009 R000 2008 R000

16 354 9 770 26 124

11 798 18 589 30 387

30 538 13 075 43 613

The above commitments are to be financed from cash and cash equivalents, and existing bank facilities. Operating leases The minimum commitments are: Land and buildings Equipment Motor vehicles Total operating lease commitments Less: Amounts accrued as a result of accounting for operating leases on the straight-line basis Net operating lease commitments not provided for Analysis of total operating lease commitments: Due in year one Due in year two Due in year three Due in year four Thereafter

111 737 4 913 325 116 975 (1 191) 115 784 24 080 18 871 16 211 16 680 39 941 115 783

51 153 3 791 47 54 991 (226) 54 765 21 628 17 324 7 182 5 488 3 143 54 765

48 197 5 527 137 53 861 (93) 53 768 19 250 15 030 10 273 3 726 5 488 53 767

107

Material lease commitments relate mainly to immovable property, vehicles and equipment. Specific details and terms of leases vary between different contracts. Renewal options, where these exist, are between 1 and 5 years. Rentals on certain leases escalate annually. The majority of rentals under property lease renewal options are determined with reference to market rentals at the time of renewal. There are no contingent rental payments. 36. CONTINGENT LIABILITIES 36.1 Bank facilities Bank facilities of certain subsidiaries are secured by a negative pledge over certain assets and a cession of book debts of R28 800 000 (2009: R134 770 000) (2008: R130 977 000). Loans between certain subsidiary companies have been subordinated in favour of the other creditors of the debtor companies. 36.2 Other guarantees 2010 R000 Bank guarantees to clients Bank guarantees to suppliers 36.3 Secondary Tax on Companies STC is levied on dividends distributed at a rate of 10% with effect from 1 October 2007 (previously 12,5%). Current and deferred tax are measured at the tax rate applicable to undistributed income and therefore only takes STC into account to the extent that dividends have been received or paid. The Group at present has negative distributable reserves and thus unlikely to distribute dividends. Credits in respect of secondary tax on companies, available for setoff by the Group against future dividends, amounted to R nil (2008: R nil). 36.4 Outstanding litigation Protea Aviation Security (Proprietary) Limited has been named as second defendant with KLM Royal Dutch Airlines (as first defendant) in a claim relating to the alleged theft of approximately US$9,65 million foreign currency and valuable cargo during an alleged robbery which took place at Johannesburg International Airport in December 2001. Investigations carried out to date and legal opinion obtained indicates that the Group is unlikely to be held liable for any amounts in respect of this case. Incident was settled in 2009. 37. FINANCIAL INSTRUMENTS 37.1 Financial risk management objective The Board of Directors is ultimately responsible for the management of risk. In order to discharge this responsibility the Board has put in place various policy and procedure frameworks that are applicable at various levels of the organisation. Compliance with these policies and procedures is monitored through the internal audit function and reported to the Audit Committee and the Board on a regular basis. In the course of the Groups business operations it is exposed to financial risk relating to liquidity, credit, foreign currency, price and interest rate risk. Risk management relating to each of this risk is detailed below: 37.2 Capital risk management The Groups objectives when managing capital are to safeguard the Groups ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.The Group monitors capital on the basis of a gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total interest bearing liabilities less cash and cash equivalents. Total equity is as shown in the consolidated balance sheet. 6 736 11 585 Group 2009 R000 14 839 11 334 2008 R000 32 501

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37.3

Analysis of financial assets and liabilities Financial assets GROUP: 2010

Facilities Management R000 Financial asset classes Other investments Trade and other receivables Trade and other receivables Mvela Group Cash and cash equivalents Treasury debtors Non-financial assets 180 892 140 844 416 419 738 155 Financial asset categories Amortised cost Loans and receivables Other investments Trade receivables Trade and other receivables Mvela Group Cash and cash equivalents Treasury debtors Non-financial assets 738 155 180 892 140 844 416 419 738 155 423 326 12 933 281 835 128 558 423 326 180 588 165 141 15 447 180 588 331 548 8 474 92 679 97 078 89 960 43 357 331 548 1 066 576 1 066 576 1 673 617 21 407 720 547 97 078 374 809 459 776 1 066 576 2 740 193 12 933 281 835 128 558 423 326 165 141 15 447 180 588 8 474 92 679 97 078 89 960 43 357 331 548 1 066 576 1 066 576 21 407 720 547 97 078 374 809 459 776 1 066 576 2 740 193 Security Services R000 Cleaning & Catering R000 Diversified Services R000 Non-financial Instruments R000 Total R000

Financial assets GROUP: 2009

Facilities Management R000 Financial asset classes Other investments Trade and other receivables Trade and other receivables Mvela Group Cash and cash equivalents Treasury debtors Non-financial assets 593 473 Financial asset categories Amortised cost Loans and receivables Other investments Trade receivables Trade and other receivables Mvela Group Cash and cash equivalents Treasury debtors Non-financial assets 593 473 178 795 117 803 296 875 593 473 366 049 27 607 289 581 48 861 366 049 161 250 875 110 227 26 808 23 341 161 251 235 051 9 520 78 824 97 078 16 779 32 850 235 051 990 443 990 443 1 355 823 38 002 657 427 97 078 210 251 353 066 990 443 2 346 267 366 049 161 251 235 051 178 795 117 803 296 875 27 607 289 581 48 861 875 110 227 26 808 23 340 9 520 78 824 97 078 16 779 32 850 990 443 990 443 38 002 657 427 97 078 210 251 353 065 990 443 2 346 267 Security Services R000 Cleaning & Catering R000 Diversified Services R000 Non-financial Instruments R000 Total R000

109

Financial assets GROUP: 2008

Facilities Management R000 Financial asset classes Other investments Trade and other receivables Trade and other receivables Mvela Group Cash and cash equivalents Treasury debtors Non-financial assets 174 117 112 265 192 472 478 854 Financial asset categories Amortised cost Loans and receivables Other investments Trade and other receivables Trade and other receivables Mvela Group Cash and cash equivalents Treasury debtors Non-financial assets 478 854 174 117 112 265 192 472 478 854 263 785 54 532 192 610 53 288 300 430 147 717 2 129 87 976 38 412 19 200 147 717 243 011 6 953 87 877 105 950 15 185 18 046 234 011 1 207 979 1 196 292 1 152 113 63 614 542 580 105 950 219 150 229 719 11 962 921 2 357 304 54 532 192 610 53 288 300 430 2 129 87 976 38 412 19 200 147 718 6 953 87 877 105 950 15 185 18 046 234 011 1 196 292 1 196 292 63 614 542 580 105 950 219 150 229 718 1 196 292 2 357 304 Security Services R000 Cleaning & Catering R000 Diversified Services R000 Non-financial Instruments R000 Total R000

Financial liabilities GROUP: 2010

Facilities Management R000 Capital and reserves Non-current and current liabilities Fair value through profit and loss Loans at amortised cost Interest bearing liabilities Asset finance Other loans Other loans Mvela Group Treasury creditors Non-interest bearing liabilities Other loans Other loans Mvela Group Trade and other payables Non-financial instruments 274 439 374 873 164 394 96 232 128 488 14 807 32 980 36 900 1 367 967 21 853 482 506 100 478 20 546 36 900 2 166 319 201 054 482 506 100 478 129 212 Security Services R000 Cleaning & Catering R000 Diversified Services R000 Non-financial Instruments R000 233 300 Total R000 233 300

274 439 274 439

114 253 374 879

80 701 128 488

722 117 41 013 1 404 866

20 546 297 132 550 978

20 546 722 117 510 406 297 132 2 733 651

110

Financial liabilities GROUP: 2009

Facilities Management R000 Capital and reserves Non-current and current liabilities Fair value through profit and loss Loans at amortised cost Interest bearing liabilities Asset finance Other loans Other loans Mvela Group Treasury creditors Non-interest bearing liabilities Other loans Other loans Mvela Group Trade and other payables Non-financial instruments Total Security Services R000 Cleaning & Catering R000 Diversified Services R000 Non-financial Instruments R000 78 898 Total R000 78 898

257 239

357 584 107 765 143 611

133 000 16 976 16 386

34 199 1 211 491 25 624 482 438 101 959

263 735

34 199 2 223 049 150 365 482 438 101 959 159 997

257 239 257 239

106 208 357 585

99 638 133 000

557 963 43 507 1 245 690

22 324 241 411 10 120 352 754

22 324 557 963 748 003 10 120 2 346 266

Financial liabilities GROUP: 2008

Facilities Management R000 Capital and reserves Non-current and current liabilities Loans at amortised cost Interest bearing liabilities Asset finance Other loans Other loans Mvela Group Treasury creditors Non-interest bearing liabilities Other loans Other loans Mvela Group Trade and other payables Non-financial instruments Total 252 390 287 711 82 929 123 749 117 748 15 468 13 944 1 246 897 127 089 74 397 66 491 1 401 1 906 143 225 486 74 397 204 184 Security Services R000 Cleaning & Catering R000 Diversified Services R000 Non-financial Instruments R000 90 054 Total R000 90 054

252 390 252 390

81 033 287 711

88 336 117 748

848 870 130 050 1 246 897

1 401 361 103 452 558

1 401 848 870 551 809 361 103 2 357 304

The fair value of the financial assets and liabilities carried at amortised cost is approximately equal to their carrying amounts. No gain or loss has been recognised in the income statement as a result of a change in the Groups credit spread. The valuation method utilised is based on the constant credit spread approach. Management has evaluated this assumption and determined that no adjustment is necessary in the current year. 37.4 Credit risk Credit and counterparty risk refers to the effects on future cash flows and earnings of borrowers defaulting on their obligations. This risk primarily arises through investing activities and trade receivables arising from subsidiaries. Where a credit exposure arises as part of a strategic equity investment, the exposure is considered to be part of the investment and is initially evaluated and monitored based on the investment as a whole which may incorporate equities, options or other forms of investment. Significant cash deposits are placed with investment grade banks and the Groups central treasury monitors the exposure to any one financial institution by adherence to board defined counterparty limits. In addition to the

111

concentration risk arising from amounts placed on deposit, the Group also manages the exposure by limiting the duration of the amounts placed on deposit. Trade receivables in most instances consist of a large number of customers, spread across diverse industries and geographical areas. Each subsidiary is responsible for the evaluation of customers prior to the granting of credit as each subsidiary has a unique customer base and differing levels of exposure. Credit exposures are managed through prudent credit limits and constant evaluation of repayment behaviour. Where the behaviour falls outside of an acceptable range, remedial action is taken to recover the debt. Where services are provided, the continuation of the service is cancelled until full repayment has been received. The Group very rarely renegotiates the terms of a loan agreement and where this is considered necessary the exposure remains classified as either past, due or impaired. Analysis of credit quality GROUP: 2010
Facilities Management Credit quality analysis (high/medium/low) Financial assets that are neither past due nor impaired Trade and other receivables Cash and cash equivalents Treasury debtors Financial assets that are past due but not yet impaired (per age analysis) 0 30 days 31 60 days 61 90 days > 90 days Financial assets that would otherwise be impaired whose terms have been renegotiated Financial assets that are impaired Carrying amount Provision for Impairment Total credit exposure Medium R000 725 827 168 564 140 844 416 419 11 789 3 214 1 896 6 679 540 4 396 3 856 738 156 Security Cleaning Services & Catering Receivables Medium Medium R000 R000 289 564 161 007 128 558 100 976 20 599 12 682 11 574 56 121 96 19 756 56 260 36 504 410 392 119 567 104 120 15 447 46 848 16 688 (374) 15 685 14 849 14 173 28 074 13 901 180 588 Diversified Services Medium R000 299 952 166 608 89 960 43 357 22 396 431 18 096 2 996 873 355 395 704 309 323 071 Total R000 1 434 884 600 298 374 809 459 777 182 011 37 719 33 618 32 151 78 522 452 34 864 89 433 54 569 1 652 210

Analysis of credit quality GROUP: 2009

Facilities Management Credit quality analysis (high/medium/low) Financial assets that are neither past due nor impaired Trade and other receivables Cash and cash equivalents Treasury debtors Financial assets that are past due but not yet impaired (per age analysis) 0 30 days 31 60 days 61 90 days > 90 days Financial assets that would otherwise be impaired whose terms have been renegotiated Financial assets that are impaired Carrying amount Provision for Impairment Total credit exposure Medium R000 591 426 176 748 117 803 296 875 865 369 63 19 414 1 184 9 713 (8 529) 593 475 Security Cleaning Services & Catering Receivables Medium Medium R000 R000 174 290 125 429 48 861 108 516 37 522 17 705 15 882 37 407 1 599 54 038 77 513 (23 475) 338 448 90 764 40 615 26 808 23 341 57 323 46 897 6 089 2 217 2 120 12 289 22 159 (9 870) 160 376 Diversified Services Medium R000 197 711 148 082 16 779 32 850 23 986 132 13 563 9 357 934 968 2 866 5 094 (2 228) 225 531 Total R000 1 054 191 490 874 210 251 353 066 190 690 84 920 37 420 27 475 40 875 2 567 70 377 114 479 (44 102) 1 317 825

112

Analysis of credit quality GROUP: 2008

Facilities Management Credit quality analysis (high/medium/low) Medium R000 477 780 173 043 112 265 192 472 808 214 279 315 266 8 123 (7 857) 478 854 Security Cleaning Services & Catering Receivables Medium R000 170 658 154 015 16 643 81 914 24 351 11 650 12 076 33 837 11 212 39 397 (28 185) 263 784 Medium R000 84 988 27 375 38 412 19 201 47 913 41 232 4 145 1 122 1 414 14 817 15 996 (1 179) 147 718 Medium R000 152 197 91 220 42 931 18 046 106 842 48 014 39 201 12 792 6 835 2 717 6 392 (3 675) 261 756 Total R000 885 622 445 653 210 251 229 719 237 477 113 811 55 275 25 990 42 401 29 012 69 908 (40 896) 1 152 112 Diversified Services

Financial assets that are neither past due nor impaired Trade and other receivables Cash and cash equivalents Treasury debtors Financial assets that are past due but not yet impaired (per age analysis) 0 30 days 31 60 days 61 90 days > 90 days Financial assets that are impaired Carrying amount Provision for Impairment Total credit exposure

Unless otherwise indicated, the maximum exposure to credit risk is the carrying value of the financial assets. Given the nature of the risk no additional collateral is taken against the credit risk exposures except for credit guarantee insurance, where considered appropriate.
Facilities Management R000 3 292 (1 338) 1 954 6 576 8 530 (4 674) 3 856 Security Cleaning Services & Catering R000 R000 10 563 21 155 31 718 (8 243) 23 475 13 029 36 504 3 010 541 3 551 6 320 9 871 4 031 13 902 Diversified Services R000 1 807 1 867 3 674 (698) (749) 2 227 (1 919) 308 Total R000 18 672 22 225 40 897 3 955 (749) 44 103 10 467 54 570

Reconciliation of allowance account At 30 June 2007 Current year charge net of recoveries At 30 June 2008 Current year charge net of recoveries Disposals of subsidiaries At 30 June 2009 Current year charge net of recoveries Acquisition/Disposals of subsidiaries At 30 June 2010

37.5

Market risk Market risk is the potential change in the value of a financial instrument resulting from changes in market conditions or market parameters such as equity prices, exchange rates or interest rates. The Group is exposed to three primary types of market risk namely equity risk, interest rate risk and currency risk. The specific risk management objectives, policies and procedures relating to each type of market risk, is described in the sections below. 37.5.1 Interest rate risk management Interest rate risk refers to the impact on future cash flows and earnings of assets and liabilities of interest rates re-pricing either at different points in time or on a different basis. The Group itself is not exposed to a significant amount of interest rate risk relative to its exposure to equity risk and therefore the majority of the funding and asset profile is at variable interest rates. This exposure is monitored relative to the investments and where considered necessary management may hedge the exposure to interest rate risk either through fixed rate funding or interest rate derivatives.

113

GROUP: 2010
Carrying value exposed to market risk R000 374 809 21 407 396 216 201 054 241 219 241 219 34 199 717 691 Prime Prime Prime JIBAR 3 3 3 3 Index to which interest rate is linked R000 Prime Prime

Carrying value at year end R000 Financial assets Cash and cash equivalents Other Investments 374 809 21 407 396 216 Financial liabilities Asset-based finance Preference shares issued to United Towers Preference shares issued to Depfin Financial liability derivative financial instrument 201 054 241 219 241 219 36 900 720 392

Reasonably possible change % 3 3

Income statement impact Pre-tax Tax effect R000 R000 11 244 642 11 886 6 032 7 237 7 237 1 026 21 532 3 148 180 3 328 1 689 2 026 2 026 287 6 028

GROUP: 2009
Carrying value exposed to market risk R000 210 251 38 002 248 253 150 365 241 219 241 219 34 199 667 002 Prime Prime Prime JIBAR 3 3 3 3 Index to which interest rate is linked R000 Prime Prime

Carrying value at year end R000 Financial assets Cash and cash equivalents Other Investments 210 251 38 002 248 253 Financial liabilities Asset-based finance Preference shares issued to United Towers Preference shares issued to Depfin Financial liability derivative financial instrument 150 365 241 219 241 219 34 199 667 002

Reasonably possible change % 3 3

Income statement impact Pre-tax Tax effect R000 R000 6 308 1 140 7 448 4 511 7 237 7 237 1 026 20 011 1 766 319 2 085 1 263 2 026 2 026 287 5 602

GROUP: 2008
Carrying value exposed to market risk R000 219 150 63 614 3 242 286 006 225 486 Prime 1 Index to which interest rate is linked R000 Prime Prime JIBAR

Carrying value at year end R000 Financial assets Cash and cash equivalents Other investments Financial asset 219 150 63 614 3 242 286 006 Financial liabilities Asset-based finance 225 486

Reasonably possible change % 1 1 1

Income statement impact Pre-tax Tax effect R000 R000 2 192 636 32 2 860 2 255 614 178 9 801 1 624

114

37.6

Foreign exchange rate risk management Foreign exchange rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group has very limited exposure to foreign exchange rate risk. The risk arises in limited circumstances within some of the operating divisions. In most instances the risk is passed directly back to the customer. In the limited instances where the risk cannot be transferred to the customer, foreign exchange contracts may be taken out to hedge the risk. Management determines the need for cover based on a case by case basis after considering factors such as size and duration of exposure. When the risk does arise, management monitors the exposure on an individual basis. GROUP: 2010
Carrying value exposed to market risk Index to which interest rate is linked

Carrying value at year end Financial assets Cash and cash equivalents Cash and cash equivalents (R000)

Reasonably possible change % 10.00 10.00

Income statement impact Pre-tax Tax effect R000 R000 776 63 839 217 18 235 511

7 763 632 8 395

7 763 632 8 395 18 260

USD Other

Financial liabilities Deposit received in advance

18 260

USD

10.00

1 826

GROUP: 2009
Carrying value exposed to market risk Index to which interest rate is linked

Carrying value at year end Financial assets Cash and cash equivalents Cash and cash equivalents

Reasonably possible change % 10.00 10.00

Income statement impact Pre-tax Tax effect R000 R000 5 415 681 6 096 1 516 191 1 707 732 732

54 151 6 812 60 963

54 151 6 812 60 963 26 144 26 144

USD Other

Financial liabilities Deposit received in advance

26 144 26 144

USD

10.00

2 614 2 614

For 30 June 2008, there were no financial assets or liabilities that were subject to foreign exchange rate risk. 37.7 Liquidity Liquidity risk arises in the general funding of the Groups activities when there are mismatches between the sizes and maturities of assets and liabilities and also in its strategic investments, funds management and trading operations. The liquidity risk refers to the ability of the Group to meet its financial obligations as they fall due. The Group has a central treasury that is responsible for monitoring the liquidity position and ensuring that the Group is able to meet its contractual obligations. The treasury monitors the position through the use of daily, weekly and a rolling monthly liquidity analyses. These cash flow analyses are used to determine the appropriate cash investment strategy. Each operating division is responsible for the management of short-term cash flows but are incentivised to place excess cash on deposit with the treasury on a daily basis. No division is allowed to invest excess cash for themselves. The Group has significant cash reserves and therefore rarely uses overdraft facilities except for short-term operational reasons. The Group has access to approved banking facilities of R62 million (2008: R62 million)

115

GROUP: 2010
Carrying value at 30 June 2010 R000 Asset-based finance Investment funding Preference shares issued to Absa Capital Preference shares issued to Nedbank Financial liability derivative financial instrument Other liabilities Trade and other payables 201 054 Greater than 3 years R000 20 300

0 to 3 months R000 20 093

4 to 6 months R000 19 803

7 to 12 months R000 38 127

1 to 2 years R000 58 967

2 to 3 years R000 43 765

Total R000 201 054

241 219 241 219 36 900 510 406 1 230 798

510 406 530 499

19 803

38 127

68 303 68 303 195 573

123 270 123 270 290 304

125 941 125 941 36 900

317 514 317 514 36 900 510 406

309 082 1 383 388

GROUP: 2009
Carrying value at 30 June 2009 R000 Asset-based finance Investment funding Preference shares issued to United Towers Preference shares issued to Depfin Financial liability derivative financial instrument Other liabilities Trade and other payables 150 365 Greater than 3 years R000 13 361

0 to 3 months R000 17 616

4 to 6 months R000 17 497

7 to 12 months R000 32 701

1 to 2 years R000 53 275

2 to 3 years R000 24 291

Total R000 158 741

241 219 241 219 34 199 748 003 1 415 005

748 003 765 619

17 497

32 701

68 303 68 303 189 881

123 270 123 270 270 831

125 941 125 941 34 199

317 514 317 514 34 199 748 003

299 442 1 575 971

GROUP: 2008
Carrying value at 30 June 2008 R000 Asset-based finance Other liabilities Trade and other payables 225 486 551 809 777 295 Greater than 3 years R000 30 291 30 291

0 to 3 months R000 38 015 551 809 589 824

4 to 6 months R000 36 960 36 960

7 to 12 months R000 52 509 52 509

1 to 2 years R000 85 066 85 066

2 to 3 years R000 33 022 33 022

Total R000 275 863 551 809 827 672

38. RETIREMENT BENEFITS Approximately 85% (2009: 80%) of the Groups employees are members of various pension and provident funds. These funds include the parent to the Group, Mvelaphanda Group Provident Fund, a defined-contribution fund which is governed by the Pension Funds Act, No. 24 of 1956, various independently administered defined-contribution funds of the operating companies, and defined-contribution funds for the industries in which the Group employees work. The Groups contributions to all retirement funds are charged against income when incurred. The Group contributed R93 278 000 (2008: R72 974 000) to defined-contribution plans during the year. 39. EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE There have been no events between 30 June 2010 and the date of these financial statements which necessitate adjustment to the income statement or balance sheet at that date.

116

ANNEXURE 3

REPORTING ACCOUNTANTS REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF MVELASERVE AND ITS SUBSIDIARIES

The Directors Mvelaphanda Group Limited 1st Floor 30 Melrose Boulevard Melrose Arch Johannesburg 21 October 2010 INDEPENDENT REPORTING ACCOUNTANTS REPORT ON THE AUDITED HISTORICAL FINANCIAL INFORMATION OF MVELASERVE LIMITED (MVELASERVE) FOR THE YEARS ENDED 30 JUNE 2010, 2009 AND 2008 Introduction At your request and for the purposes of the Pre-listing Statement to be dated on or about 27 October 2010 (the Pre-listing Statement), we present our report on the historical financial information of Mvelaserve for the years ended 30 June 2010, 2009 and 2008 in compliance with the JSE Limited Listings Requirements. Responsibilities Managements Responsibility for the Financial Statements Management is responsible for the preparation, contents and presentation of the Pre-listing Statement and the fair presentation of the historical financial information in accordance International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Reporting Accountants Responsibility Our responsibility is to express an opinion on the historical financial information of Mvelaserve for the years ended 30 June 2010, 2009 and 2008, included in the Pre-listing Statement, based on our audit of the financial information for the year ended 30 June 2010 and our review of the financial information for the years ended 30 June 2009 and 2008. Scope of the audit We conducted our audit of the historical financial information for the year ended 30 June 2010 in accordance with International Standards on Auditing.Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial information.The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial information, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial information in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial information. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

117

Audit opinion In our opinion, the historical financial information of Mvelaserve for the year ended 30 June 2010 fairly presents, in all material respects, for the purposes of the Pre-listing Statement, the financial position of Mvelaserve at that date and the results of its operations and cash flows for the period then ended in accordance with International Financial Reporting Standards and in the manner required by the Companies Act, 61 of 1973, and the JSE Limited Listings Requirements. Scope of the review We conducted our review of the historical financial information for the years ended 30 June 2009 and 2008 in accordance with the International Standards on Review Engagements 2400, Engagements to review financial statements. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the historical financial information is free of material misstatement. A review is limited primarily to enquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit in respect of the years ended 30 June 2009 and 2008 and, accordingly, we do not express an audit opinion in respect of these periods. Review conclusion Based on our review nothing has come to our attention that causes us to believe that the historical financial information of Mvelaserve for the years ended 30 June 2009 and 2008 is not fairly presented, in all material respects, for the purposes of the Pre-listing Statement, in accordance with International Financial Reporting Standards and in the manner required by the Companies Act, 61 of 1973, and the JSE Limited Listings Requirements. Consent We consent to the inclusion of this report and the reference to our opinion in the circular in the form and context in which it appears. Yours faithfully PKF (Jhb) Inc Paul Badrick Registration number 1994/001166/21 Registered Auditors Chartered Accountants (SA) 42 Wierda Road West Wierda Valley Sandton 2196

118

ANNEXURE 4

UNAUDITED PRO FORMA STATEMENT OF COMPREHENSIVE INCOME AND STATEMENT OF FINANCIAL POSITION OF MVELASERVE

The unaudited pro forma financial information is the responsibility of the Directors of Mvelaserve and has been prepared for illustrative purposes only. Due to its nature, the unaudited pro forma financial information may not fairly present Mvelaserves consolidated financial position, or results of operations. The unaudited pro forma financial information has been prepared to illustrate the impact of the Zonke acquisition, the Debt Restructure, Unbundling and Listing for the financial year ended 30 June 2010 had the Debt Restructure and Unbundling and Listing occurred on 1 July 2009 for statement of comprehensive income purposes and on 30 June 2010 for statement of financial position purposes. No adjustments have been made to the pro forma financial information in respect of post balance sheet events except as provided for in IFRS on Events After Balance Sheet or in respect of the particular corporate action for which the pro forma financial information is presented or in respect of any post balance sheet corporate action where it would be misleading not to make an adjustment.

119

MVELASERVE LIMITED Summarised Group Statement of Comprehensive Income 30 June 2010 Before
(1)

Share split
(2)

Zonke Debt Listing and acquisition Restructure Unbundling

(2); (5); (6) (2); (7); (8); (9) (2); (10)

After R000 4 111 948

R000 Revenue Profit from operations Interest income third party Interest treasury Interest expense third party Share of profit from associates Net fair value adjustments and profit from investments Profit before taxation Taxation expense Profit for the year from continuing operations Profit for the year from discontinued operations Total comprehensive income for the year Total comprehensive income attributable to: Owners of the parent Other shareholders Weighted average net number of ordinary shares in issue Diluted weighted average net number of ordinary shares in issue Earnings per Ordinary Share Headline earnings per Ordinary Share Diluted earnings per Ordinary Share Diluted headline earnings per Ordinary Share 4 061 998 291 287 14 888 2 561 (77 943) 6 075 (2 726) 234 142 (80 282) 153 860 1 155 155 015

R000 49 950 19 858 5 (1)

R000

R000

(13 946) (22 453)

(58 985)(10c;d) 260 160 947 (2 561)(10b) (100 397) 6 075 (2 726)

19 862 (6 137) 13 725

(36 399) 15 603 (20 796)

(53 546) 164 059 13 314(10b;d) (57 502) (40 232) 106 557 1 155

13 725

(20 796)

40 232

107 712

151 798 3 217

10 294 3 431

(20 796)

40 232

101 064 6 648

100

79 455 900

6 850 937

55 254 736 141 561 673

100 1 517 980 1 514 127 1 517 980 1 514 127

79 455 900(4) 1.9 1.9 1.9 1.9

6 850 937(4)

55 254 736(4) 141 561 673 0.71 0.71 0.71 0.71

Reconciliation between net profit attributable to ordinary shareholders and headline net profit attributable to ordinary shareholders: Before R000 Net profit attributable to ordinary shareholders Profit on disposal of property, plant and equipment (net of tax) Profit on disposal of intangible assets Headline net profit attributable to ordinary shareholders 151 798 (340) (46) 151 413 After R000 101 064 (340) (46) 100 678

120

MVELASERVE LIMITED Summarised Group Statement of Financial Position

30 June 2010 Before
(1)

Share split
(3)

Zonke acquisition
(3); (5); (6)

Debt Restructure
(3); (7)

Listing and Unbundling

(3); (10)

After R000

R000 ASSETS Non-current assets Property, plant and equipment Intangible assets Investments in associates Other investments Deferred taxation Current assets Other investments Inventories Trade and other receivables Trade and other receivables Mvela Group Cash and cash equivalents Treasury receivable Assets in disposal group held for sale Total assets EQUITY AND LIABILITIES Capital and reserves Shareholders equity Minority interest Non-current liabilities Interest bearing liabilities preference share funding Interest bearing liabilities Nedbank debt Asset finance Non-interest bearing liabilities Mvela Group Financial liabilities Deferred taxation Current liabilities Trade and other payables Interest bearing liabilities Mvela Group Asset finance Non-interest bearing liabilities Taxation liabilities Treasury creditors Liabilities in disposal group held for sale Total equity and liabilities Net number of ordinary shares in issue Net asset value per ordinary share Net tangible asset value per ordinary share 233 300 227 817 5 483 1 367 158 482 438 123 032 722 117 36 900 2 671 1 133 193 793 736 100 478 78 022 18 136 13 609 129 212 2 733 651
(4)

R000

R000

R000

975 105 387 619 545 335 8 269 16 362 17 520 1 753 501 15 553 41 608 763 876 97 878 374 809 459 777 5 045 2 733 651

36 021 821 35 014 186 5 785 5 529 (133 492) (490 048)

1 011 126 388 440 580 349 8 269 16 362 17 706 1 135 746 21 082 41 608 763 876 (133 492) (97 878) 67 607 (459 777) 309 180 5 045

256

41 806

(133 492)

(490 048)

2 151 917

37 707 31 120 6 587 (55 470) (482 438) 550 000 (123 032)

455 804 455 804 (722 117)

726 811 714 741 12 070 589 571

550 000 (722 117) 36 900 2 671

4 099 4 099

(78 022)

(223 735) 5 955 (100 478)

835 535 803 790 18 136 13 609

(78 022) (129 212)

41 806
(4)

(133 492)

(490 048)
(4)

2 151 917

100 2 278 170 (3 350 380)

79 455 900 2.87 (4.22)

6 850 937

55 254 736 141 561 673 5.05 0.82

121

Notes and assumptions: 1. 2. 3. 4. The Mvelaserve financial information reflected in the Before column has been extracted from the audited annual results of Mvelaserve for the year ended 30 June 2010. The pro forma adjustments to the statement of comprehensive income have been calculated on the assumption that the Zonke acquisition, the Debt Restructure and the Listing and Unbundling were implemented on 1 July 2009. The pro forma adjustments to the statement of financial position have been calculated on the assumption that the Zonke acquisition, the Debt Restructure and the Listing and Unbundling were implemented on 30 June 2010. The following alterations to share capital, which occurred on or about 7 October 2010, have been assumed to have taken place on 30 June 2010 in the statement of financial position and on 1 July 2009 in the statement of comprehensive income: Mvelaserve altered each share in the entire authorised capital of R1 000, consisting of 1 000 ordinary shares of R1 each, and the issued ordinary share capital of R100, consisting of 100 ordinary share of R1 each, by implementing a share split of each share of R1 each into 794 560 ordinary shares of R0.00012585581957 each, thus increasing the authorised number of shares to capital of R1 000, consisting of 794 560 000 ordinary shares of R0.00012585581957 each, and the issued ordinary share capital of R100, consisting of 79 456 000 ordinary shares of R0.00012585581957 each; Mvelaserve cancelled 294 560 000 ordinary shares in the authorised share capital of Mvelaserve, such that the total authorised share capital consisted of 500 000 000 ordinary shares of R0.00012585581957 each; Mvelaserve converted its entire authorised and issued share capital from ordinary shares with a par value of R0.00012585581957 each, to ordinary shares with no par value;

6 850 937 Mvelaserve Ordinary Shares were issued as consideration for the Zonke acquisition from Mvela Group, to the value of R81 000 000. The total value of the premium was R80 999 138; and 5. 55 254 736 Mvelaserve Ordinary Shares were issued to Mvela Group and the subscription price of R653 287 804 therefore was applied by Mvelaserve in the net settlement of the inter-company loans between Mvelaserve and Mvela Group.

Mvela Group sold its 75% interest in Zonke for R81 000 000 which was settled through the issue of 6 850 937 new Mvelaserve Ordinary Shares to Mvela Group. These new Mvelaserve Ordinary Shares will form part of the Unbundling and have been taken into account when calculating the entitlement ratio. No goodwill will arise on the acquisition of Zonke by Mvelaserve from Mvela Group as the acquisition takes place between Group companies. The Zonke financial information has been derived from the audited financial information of Zonke for the financial year ended 30 June 2010. In terms of the Debt Restructure, it has been assumed that Mvelaserve will draw down on the maximum facility relating to the Nedbank debt, being R550 million. R250 million of which, together with R230 million cash on hand, has been used to repay the preference share funding. R200 million of the Nedbank debt has been applied to settle the Groups asset-backed borrowings. The remaining balance of R100 million being placed on call. Interest received has not been earned on this excess cash. The dividends paid on the preference shares have been reversed in the statement of comprehensive income. Interest paid on the Nedbank debt has been calculated in accordance with the Nedbank debt agreement. Interest paid on the R250 million facility used to repay the preference shares has not been deducted for taxation purposes. The transactions relating to the Listing and Unbundling involve the following: a) b) c) d) the net settlement of inter-company loans between Mvelaserve and Mvela Group in the statement of financial position; net interest paid by Mvela Group on inter-company loan accounts with Mvelaserve and Zonke have been reversed in the statement of comprehensive income; transaction costs of R6 million, as disclosed in paragraph 63, which are non-deductible for income tax purposes have been expensed to the statement of comprehensive income; and a retention bonus as explained in paragraph 18 of this Pre-Listing Statement, was paid to Directors and senior managers of Mvelaserve and its subsidiaries and is considered deductible for income tax purposes.

6. 7.

8. 9. 10.

11.

In the statement of comprehensive income all adjustments are considered to have a continuing effect, except for the adjustments detailed in notes 10(c) and 10(d).

122

ANNEXURE 5

INDEPENDENT REPORTING ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA STATEMENT OF COMPREHENSIVE INCOME AND STATEMENT OF FINANCIAL POSITION OF MVELASERVE

The Directors Mvelaserve Limited 28 Eddington Crescent Highveld Technopark Centurion 0169 21 October 2010 Dear Sirs INDEPENDENT REPORTING ACCOUNTANTS LIMITED ASSURANCE REPORT ON THE PRO FORMA FINANCIAL INFORMATION OF MVELASERVE LIMITED (MVELASERVE) We have performed our limited assurance engagement in respect of the pro forma financial information set out in Annexure 4 to the Pre-listing Statement to shareholders of Mvelaserve to be dated on or about 27 October 2010 (the Pre-listing Statement).Terms used herein and defined in the Pre-listing Statement have the meaning assigned to them in the Pre-listing Statement unless otherwise indicated. The pro forma financial information has been prepared in accordance with the requirements of the JSE Limited (the JSE) Listings Requirements, for illustrative purposes only, to provide information about how the corporate actions, being the Zonke acquisition, Debt Restructure, Listing and Unbundling, might have affected the reported historical financial information presented, had the corporate actions been undertaken at the commencement of the period or at the date of the pro forma statement of financial position being reported on. Directors responsibility The Directors are responsible for the compilation, contents and presentation of the pro forma financial information contained in the Pre-listing Statement and for the financial information from which it has been prepared. Their responsibility includes determining that: the pro forma financial information has been properly compiled on the basis stated; the basis is consistent with the accounting policies of Mvelaserve; the pro forma adjustments are appropriate for the purposes of the pro forma financial information disclosed in terms of the Listings Requirements. Reporting accountants responsibility Our responsibility is to express our limited assurance conclusion on the pro forma financial information included in the Pre-listing statement to the Mvelaserve shareholders. We conducted our assurance engagement in accordance with the International Standard on Assurance Engagements applicable to Assurance Engagements Other Than Audits or Reviews of Historical Financial Information and the Guide on Pro Forma Financial Information issued by The South African Institute of Chartered Accountants. This standard requires us to obtain sufficient appropriate evidence on which to base our conclusion. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the pro forma financial information, beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

123

Sources of information and work performed Our procedures consisted primarily of comparing the unadjusted financial information with the source documents, considering the pro forma adjustments in light of the accounting policies of Mvelaserve, considering the evidence supporting the pro forma adjustments, and discussing the adjusted pro forma financial information with the Directors and management of the company in respect of the corporate action that is the subject of this Pre-listing Statement. In arriving at our conclusion, we have relied upon financial information prepared by the Directors and management of Mvelaserve and other information from various public, financial and industry sources. While our work performed has involved an analysis of the historical published audited financial information, and other information provided to us, our assurance engagement does not constitute an audit or review of any of the underlying financial information conducted in accordance with International Standards on Auditing and accordingly, we do not express an audit or review opinion. In a limited assurance engagement the evidence-gathering procedures are more limited than for a reasonable assurance engagement and therefore less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our conclusion. Conclusion Based on our examination of the evidence obtained, nothing has come to our attention, which causes us to believe that in terms of Sections 8.17 and 8.30 of the JSE Listings Requirements: the pro forma financial information has not been properly compiled on the basis stated; such basis is inconsistent with the accounting policies of Mvelaserve; the adjustments are not appropriate for the purposes of the pro forma financial information as disclosed. Consent This report on the pro forma financial information is included solely for the information of the Mvelaserve shareholders. We consent to the inclusion of our report on the pro forma financial information and the references thereto, in the form and context in which they appear. Yours faithfully PKF (Jhb) Inc Duncan Church Registration number 1994/001166/21 Registered Auditors Chartered Accountants (SA) 42 Wierda Road West Wierda Valley Sandton

124

ANNEXURE 6

PARTICULARS AND REMUNERATION OF THE DIRECTORS AND SENIOR MANAGEMENT OF MVELASERVE

OCCUPATIONS AND/OR FUNCTIONS PERFORMED BY DIRECTORS AND SENIOR MANAGEMENT Directors Set out below are the details of the Directors of Mvelaserve as at the Listing Date: Occupation and/or function within Mvelaserve Executive Chairman * Chief Executive Officer Chief Financial Officer Independent Non-Executive Director * Independent Non-Executive Director * Independent Non-Executive Director * Independent Non-Executive Director * Independent Non-Executive Director *

Names and nationality M S M Xayiya South African J M S Ferreira South African G E Rth South African O A Mabandla South African S Masinga South African N Mbalula South African F N Mantashe South African G D Harlow South African

Business address 1st Floor, 30 Melrose Boulevard, Melrose Arch, Johannesburg, 2076 28 Eddington Crescent, Highveld Technopark, Centurion, 0169 1st Floor, 30 Melrose Boulevard, Melrose Arch, Johannesburg, 2076 7 Sweetgum Crescent, Fourways Gardens, Fourways, 2055 38 Centre Road, 14 Crystal Court, Morningside, 2057 21 Medborn Street, Midstream Estate, Midstream, 1685 9 Steenveld Road, Freeway Park, Boksburg, 1459 6 Cowie Road, Forest Town, Johannesburg, 2193

As at the Listing Date, the Audit and Risk Committee has satisfied itself of the appropriateness of the expertise and experience of the Chief Financial Officer, G E Rth.
* Appointed as Directors of Mvelaserve with effect from the Listing date.

Senior management Set out below are the details of the senior management of Mvelaserve: Occupation and/or function within Mvelaserve Business Development Executive Chief Executive Officer TFMC Chief Executive Officer Khuseti Acting Chief Executive Officer Contract Forwarding

Names and nationality M J Schermers South African B E Spence Centurion, 0046 South African C R Waterson South African D Kynaston South African

Business address 28 Eddington Crescent, Highveld Technopark, Centurion, 0169 The Meersig Building, corner West and Lenchen Avenues,

Eastside Corporate Close, 807 Richards Drive, Midrand, 1685 49 Director Road, Aeroport Park, Spartan Ext 2, Kempton Park, 1620

125

Names and nationality M H Malope South African P A van Niekerk South African T D Pitikoe South African

Business address 3rd Floor, South Wing, 160 Jan Smuts Avenue, Rosebank, 2196 22 Witchhazel Avenue, Highveld Technopark, Centurion, 0169 28 Eddington Crescent, Highveld Technopark, Centurion, 0169

Occupation and/or function within Mvelaserve Chief Executive Officer Zonke Chief Executive Officer Protea Coin Chief Executive Officer Royalserve

No activities are performed by the senior management of Mvelaserve outside of Mvelaserve that are significant to Mvelaserve. CONTRACTS RELATING TO DIRECTORS AND MANAGERIAL REMUNERATION Each of the Executive Directors and the senior management of Mvelaserve have a standard service agreement with Mvelaserve. The material terms of the service agreements with the Executive Directors and senior management are set out below: Date of appointment to current role 1 July 2009
Note 1

Name J M S Ferreira G E Rth M J Schemers2 B E Spence C R Waterson D Kynaston M H Malope P A van Niekerk T D Pitikoe
Notes:

Position Chief Executive Officer Chief Financial Officer Business Development Executive Chief Executive Officer TFMC Chief Executive Officer Khuseti Acting Chief Executive Officer Contract Forwarding Chief Executive Officer Zonke Chief Executive Officer Protea Coin Chief Executive Officer Royalserve

Notice period service per agreement 90 days

Note 1

Restraint None
Note 1

29 July 2009 1 April 2010 1 November 2009 21 October 2009 13 December 2007 1 March 2009 1 July 2008

90 days 90 days 90 days 90 days 90 days 90 days 90 days

None None None None 12 months3 18 months3 None

1. G E Rth, who at the date of this Pre-listing Statement was the Chief Financial Officer of Mvela Group, will become the Chief Financial Officer of Mvelaserve effective upon the Listing. As at the date of this Pre-listing Statement, G E Rth did not have a service agreement with Mvelaserve. Post the Listing, and upon the appointment of G E Rth as the Chief Financial Officer of Mvelaserve, a service agreement will be entered into. 2. M J Schermers was appointed as Financial Director and will resign from this position as at the Listing Date and assume the role of Business Development Executive. 3. No remuneration was paid or is payable in terms of the restraint.

Remuneration for Directors and senior management indicated above as a Group totalled R17 million for the financial year ended 30 June 2010. The existing remuneration package of the Directors and senior management will be reviewed in line with those of a listed company by the Remuneration and Nomination Committee and adjusted if necessary, if and when required.

126

DIRECTORS REMUNERATION The aggregate remuneration for all the Directors for the financial year ended 30 June 2010 is set out in Management and Corporate Governance Appointment, Qualification, Remuneration and Borrowing Powers of Directors section of this Pre-listing Statement. Set out below is a breakdown of the Directors fees and remuneration paid to the Directors and former directors of Mvelaserve for the financial year ended 30 June 2010: Bonuses and performancerelated payments Contributions to pension schemes Medical aid contributions

Name

Directors fees

Basic salary

Other material benefits (Rand)

Total

M S M Xayiya J M S Ferreira M J Schermers2 P A M Mahlangu-Armstrong2 G E Rth O A Mabandla1 S Masinga1 N Mbalula1 F N Mantashe1 G D Harlow1 Total
Notes: 1. 2.

2 751 966 562 443 945 717 4 260 156

2 100 000 2 100 000

199 614 102 557 126 116 428 288

19 500 75 266 140 400 235 166

68 118 68 118

5 139 228 740 267 1 212 233 7 091 728

The appointment to the Board will be effective on the Listing Date. No remuneration was therefore earned for the year ending 30 June 2010. Will resign from the Board with effect from the Listing Date.

The Mvela Group Remuneration Committee approved the payment of cash bonuses to various executives involved in Mvelaserve, subject to the successful listing on the JSE. The total after-tax amount paid to Mr M S M Xayiya, Mr J M S Ferreira and Mr G E Rth was R17.760 million. Refer to paragraph 18 of this Pre-listing Statement for more details. FEES IN LIEU OF DIRECTORS FEES No fees in lieu of Directors fees were paid to any of the Directors by Mvelaserve during the financial year ended 30 June 2010. OTHER DIRECTORSHIPS AND PARTNERSHIPS HELD BY THE DIRECTORS AND SENIOR MANAGEMENT OF MVELASERVE DURING THE PREVIOUS FIVE YEARS: Name Director M S M Xayiya ABSA Asset Management (Proprietary) Limited Acinad Productions (Proprietary) Limited Afrilex Freight Services (Proprietary) Limited Avusa Limited Bechini Investments 65 (Proprietary) Limited Bhambatha Management Solutions (Proprietary) Limited Bizvest 6 (Proprietary) Limited Cedar Falls Properties 122 (Proprietary) Limited Desta Power Matla Holdings (Proprietary) Limited Desta Power Matla (Proprietary) Limited Dikela Investment Holdings (Proprietary) Limited Resigned Deregistered Resigned Active Resigned Resigned Active Active Resigned Resigned Resigned Directorships Status

127

Name Director M S M Xayiya (continued)

Directorships

Status

Dunrose Investments 30 (Proprietary) Limited Emerald Sky Trading 339 (Proprietary) Limited Energy Advancement Research Trust (Proprietary) Limited Etis Mvelaphanda Engineering (Proprietary) Limited Foudale Investments (Proprietary) Limited Galegant Investments 73 (Proprietary) Limited GEM Diamonds Mining Corporation (Proprietary) Limited Global Village Netword Technology Proprietary) Limited Great Force Investments 204 (Proprietary) Limited Guild Hall No 22 Investment Holding Company (Proprietary) Limited Hillcrest Toyota (Proprietary) Limited Integra Systems (Proprietary) Limited Karan Beef (Proprietary) Limited KBH Consolidated Services (Proprietary) Limited Kismet Investments 57 (Proprietary) Limited Life Healthcare Group Limited Life Healthcare Group Holdings Limited Life Impilo (Proprietary) Limited Linkcorp Rail and Logistics (Proprietary) Limited Main Street 207 (Proprietary) Limited Main Street 208 (Proprietary) Limited Malundi Investments Holdings (Proprietary) Limited Marble Gold 86 (Proprietary) Limited Maslex (Proprietary) Limited Mawenzi Asset Manager (Proprietary) Limited Mawethu Holdings (Proprietary) Limited Mvelamasefield (Proprietary) Limited Mvelaphanda Administration Services (Proprietary) Limited Mvelaphanda Capital (Proprietary) Limited Mvelaphanda Diamonds (Proprietary) Limited Mvelaphanda Energy (Proprietary) Limited Mvelaphanda Financial Asset 01 (Proprietary) Limited Mvelaphanda Financial Services (Proprietary) Limited Mvelaphanda Gold (Proprietary) Limited Mvelaphanda Group Limited Mvelaphanda Holdings (Proprietary) Limited Mvelaphanda Logistics (Proprietary) Limited Mvelaphanda Private Equity (Proprietary) Limited Mvelaphanda Property Development Holding Company (Proprietary) Limited Mvelaphanda Property Development Management Company (Proprietary) Limited Mvelaphanda Property Investments (Proprietary) Limited Mvelaphanda Resources Limited Mvelaphanda Strategic Investments (Proprietary) Limited Mvelaphanda Treasury and Financial Services (Proprietary) Limited Ndowana Exploration (Proprietary) Limited Ndowana Exploration Two (Proprietary) Limited Northam Platinum Limited Ophyr Energy PLC Otterbea International (Proprietary) Limited Pan Africa Airline Investments (Proprietary) Limited Pan Africa Airways (Proprietary) Limited Platinum Mile Resources (Proprietary) Limited Retsogile Investments (Proprietary) Limited

Active Deregistered Resigned Resigned Active Active Resigned Resigned Active Resigned Active Dissolved Resigned Resigned Active Resigned Resigned Resigned Deregistered Resigned Deregistered Resigned Active Resigned Resigned Resigned Resigned Active Resigned Deregistered Deregistered Resigned Resigned Resigned Active Active Deregistered Resigned Active Active Resigned Active Resigned Active Resigned Resigned Active Active Resigned Resigned Resigned Active Deregistered

128

Name Director M S M Xayiya (continued)

Directorships

Status

Sanlam Developing Markets (Proprietary) Limited SMG Auto (Cape Town) (Proprietary) Limited SMG Auto (Durban) (Proprietary) Limited SMG Auto (PMB) (Proprietary) Limited Somerset Boulevard Development (Proprietary) Limited Spirito Trade 82 (Proprietary) Limited Stawelklip Estates (Proprietary) Limited Stonehurst Development (Proprietary) Limited Teta Investments (Proprietary) Limited Tyger Falls Development (Proprietary) Limited Ukwanda Investments (Proprietary) Limited Umholi Investments (Proprietary) Limited Zano Investments (Proprietary) Limited Zarara Energy (Proprietary) Limited Brown Cap Investments (Proprietary) Limited Cash Axcess Corporation (Proprietary) Limited JDBK Investments (Proprietary) Limited Palanca Investments (Proprietary) Limited Abrina 6825 (Proprietary) Limited Akula Trading 74 (Proprietary) Limited Amber Bay Investments 24 (Proprietary) Limited Anix Trading 16 (Proprietary) Limited Biomedical Life (Proprietary) Limited Browns Cash and Carry (Proprietary) Limited Business Venture Investments No 1128 (Proprietary) Limited Ceek Investments (Proprietary) Limited Clidet No 603 (Proprietary) Limited Clidet No 552 (Proprietary) Limited Clidet No 556 (Proprietary) Limited Dekrodev (Proprietary) Limited Desert Star Trading 564 (Proprietary) Limited Divine Inspiration Trading 491 (Proprietary) Limited Divine Inspiration Trading 643 (Proprietary) Limited Dixonville Investments (Proprietary) Limited Dunrose Investment 272 (Proprietary) Limited Dunrose Investments 188 (Proprietary) Limited Dunrose Trading 108 (Proprietary) Limited Dunrose Trading 127 (Proprietary) Limited E Tax Solutions (Proprietary) Limited Edata Secure Storage (Proprietary) Limited Greenbay Investments (Proprietary) Limited Grey Haven Riches 11 (Proprietary) Limited Grey Haven Riches 33 (Proprietary) Limited Grey Haven Riches 9 (Proprietary) Limited Health Strategic Investments (Proprietary) Limited Indima Media (Proprietary) Limited Itakane Trading 219 (Proprietary) Limited Just Jasmine Investments 154 (Proprietary) Limited Kingspan Investments (Proprietary) Limited Kutso Corporation Services (Proprietary) Limited Kutso Financial Services (Proprietary) Limited Kutso Holdings (Proprietary) Limited Kutso Investments (Proprietary) Limited Kutso Trading (Proprietary) Limited Lexshell 650 Investments (Proprietary) Limited Lexshell 802 Investments (Proprietary) Limited

Resigned Active Active Active Deregistered Active Resigned Active Resigned Active Active Resigned Active Resigned Resigned Resigned Active Active Resigned Active Deregistered Active Resigned Active Active Active Active Active Active Deregistered Active Active Active Active Resigned Active Active Deregistered Deregistered Active Active Resigned Active Resigned Active Active Active Active Active Resigned Resigned Resigned Resigned Resigned Active Active

J M S Ferreira

G E Rth

129

Name Director G E Rth (continued)

Directorships

Status

Main Street 207 (Proprietary) Limited Majestic Silver Trading 167 (Proprietary) Limited Market Demand Trading 333 (Proprietary) Limited Market Demand Trading 424 (Proprietary) Limited Metriglo (Proprietary) Limited Mvelaphanda Capital (Proprietary) Limited Mvelaphanda Financial Asset 01 (Proprietary) Limited Mvelaphanda Financial Services (Proprietary) Limited Mvelaphanda Group Limited Mvelaphanda Group Five Power Energy Investments (Proprietary) Limited Mvelaphanda Holdings Limited Mvelaphanda Private Equity (Proprietary) Limited Mvelaphanda Strategic Investments (Proprietary) Limited Mvelaphanda Treasury and Financial Services (Proprietary) Limited National Pride Trading 55 (Proprietary) Limited Nkulu 5 Leather Trading (Proprietary) Limited Pearl Isle Trading 22 (Proprietary) Limited Pearl Isle Trading 23 (Proprietary) Limited Platinum Arch Investments 76 (Proprietary) Limited Realcor Holdings (Proprietary) Limited Realcor Sundry Operations (Proprietary) Limited Rebhold Distribution Services (Proprietary) Limited Rebserve Residential Services (Proprietary) Limited Richtrau No 229 (Proprietary) Limited Rietbron Investments (Proprietary) Limited Rost Peak Wines (Proprietary) Limited Sheerprops 1052 (Proprietary) Limited Solar Spectrum Trading 412 (Proprietary) Limited Somerset Boulevard Development (Proprietary) Limited Sovereign Seeker Investments 161 (Proprietary) Limited Swissport South Africa (Proprietary) Limited Universal Pulse Trading 349 (Proprietary) Limited Validtrade 132 (Proprietary) Limited Vox Telecom Limited Zevoli 219 (Proprietary) Limited Air Chefs (Proprietary) Limited Air Chefs International (Proprietary) Limited Atraxis Africa (Proprietary) Limited Bustque 401 (Proprietary) Limited Consol Glass (Proprietary) Limited Consol Holdings Limited Fedlink (Proprietary) Limited Genbel Securities (Proprietary) Limited Ikhwezi Lomso Resources (Proprietary) Limited Kovacs Investments 770 (Proprietary) Limited Langa Lokulunga Investment Holdings (Proprietary) Limited Linrent Services (Proprietary) Limited Mamawood (Proprietary) Limited Mapungubwe Institute for Strategic Reflection (Proprietary) Limited Mvelaphanda Group Limited Mvelaphanda Resources Limited Proudafrique Trading 270 (Proprietary) Limited Redflex 313 (Proprietary) Limited Salamax 1660 (Proprietary) Limited Sanlam Capital Markets Limited

Active Resigned Deregistered Deregistered Active Active Active Deregistered Active Active Resigned Active Active Active Deregistered Deregistered Active Active Resigned Resigned Resigned Resigned Active Active Active Resigned Active Resigned Resigned Active Active Resigned Resigned Active Resigned Resigned Active Resigned Active Resigned Resigned Deregistered Resigned Deregistered Resigned Active Resigned Active Active Active Resigned Active Deregistered Active Resigned

O A Mabandla

130

Name Director O A Mabandla (continued) S Masinga

Directorships

Status

South African Airways Limited (Proprietary) Limited Vodacom Group Limited Yonga Investment Consortium (Proprietary) Limited African Women Co-ordinated Investments (Proprietary) Limited Afropulse Group (Proprietary) Limited Akani Leisure Investment Casino Management (Proprietary) Limited Akani Leisure Investments (Proprietary) Limited Akani-Egoli (Proprietary) Limited Classic Number Trading 186 (Proprietary) Limited Latius Trading (Proprietary) Limited Profile Media (Proprietary) Limited Prose Investments (Proprietary) Limited Rare Holdings Limited Regent Insurance Company Limited Regent Life Assurance Company Limited Strategic Investments Portfolio (Proprietary) Limited Chrono Flex South Africa (Proprietary) Limited Defacto Investments 33 (Proprietary) Limited Dlondlobala Investments (Proprietary) Limited Drusilla Investments (Proprietary) Limited Midnight Storm Investments 77 (Proprietary) Limited Mikhovhe Enterprises West Dunes Properties 218 (Proprietary) Limited Mirror Ball Investments 198 (Proprietary) Limited Sovereign Seeker Investments 206 (Proprietary) Limited Superior System Trade 84 (Proprietary) Limited Tulip Red Investments Holdings (Proprietary) Limited Distant Sunset Investments 29 (Proprietary) Limited Izingaletu Investment Holdings (Proprietary) Limited Mthombo Consultants and Contractors (Proprietary) Limited PPC Ntsika Fund (Proprietary) Limited Siphamba Mining (Proprietary) Limited Allied Production Industries (Proprietary) Limited Black Ginger 59 (Proprietary) Limited Blue Label Call Centre Blue Label Call Centre Blue Label Distribution Blue Label Distribution Blue Label Telecoms Limited Blue Label Trading Company (Proprietary) Limited BW Mining (Proprietary) Limited Cefurn Investments (Proprietary) Limited Cellfind (Proprietary) Limited Cellfind International (Proprietary) Limited Clidet No 390 (Proprietary) Limited Copper Sunset Trading 148 (Proprietary) Limited Copper Sunset Trading 148 (Proprietary) Limited Credex Finance (Proprietary) Limited Datacel Direct (Proprietary) Limited Dataforce Trading 240 (Proprietary) Limited Duna Properties (Proprietary) Limited Dupleix Liquid Meters (Proprietary) Limited Edusol (Proprietary) Limited Ellblue Properties (Proprietary) Limited Emergent Management Company (Proprietary) Limited Fersoe Property Development (Proprietary) Limited

Resigned Resigned Resigned Resigned Active Resigned Resigned Active Active Active Active Active Active Active Active Resigned Resigned Resigned Active Active Active Active Active Active Active Active Active Active Active Active Active Resigned Active Active Active Active Active Active Resigned Active Active Active Active Resigned Resigned Active Active Resigned Active Resigned Resigned Resigned Resigned

N Mbalula

F N Mantashe

G D Harlow

131

Name Director G D Harlow (continued)

Directorships

Status

Flaming Silver Trading 175 (Proprietary) Limited Fluxrab Investments No 125 (Proprietary) Limited Friedshelf 657 (Proprietary) Limited Friedshelf 756 (Proprietary) Limited Hix Technologies (Proprietary) Limited ITQ (Proprietary) Limited Jowima Properties (Proprietary) Limited K Luff Plumbing Services (Proprietary) Limited Knowledge Objects (Proprietary) Limited Legend Gold Stand 251 (Proprietary) Limited Legend Golf Stand 243 (Proprietary) Limited Leo Financial Management Services (Proprietary) Limited Mandla Coal Resources (Proprietary) Limited Mandla Goal Resources (Proprietary) Limited Mashala Hendrina Coal (Proprietary) Limited Mashala Resources (Proprietary) Limited Maxitrade 106 General Trading (Proprietary) Limited Mayfair Speculators (Proprietary) Limited Metallurgical Processes (Proprietary) Limited Metermatic (Proprietary) Limited Micawaber 428 (Proprietary) Limited Mobile at Work (Proprietary) Limited Moneyline 311 (Proprietary) Limited Mowana Printing Solutions (Proprietary) Limited Namib Drilling (Proprietary) Limited Newshelf 828 (Proprietary) Limited Objectsco (Proprietary) Limited Penumbra Coal Mining (Proprietary) Limited Plot 81 Zeekoeigat (Proprietary) Limited Policy Property Holdings One (Proprietary) Limited Policy Property Holdings Two (Proprietary) Limited Primacote Industrial Painting Contractors (Proprietary) Limited QD Group (Proprietary) Limited Rely Precision Castings (Proprietary) Limited Richmark Holdings (Proprietary) Limited Sanco Leisure (Proprietary) Limited Section 5 East End Business Park (Proprietary) Limited Sephaku Delmas Properties (Proprietary) Limited The Number Plate Shop (Proprietary) Limited Thebe Financial Services (Proprietary) Limited Thembalethu Investment Holdings (Proprietary) Limited Tomcat Software SA (Proprietary) Limited TRI-COR Industries (Proprietary) Limited TRI-COR Sings (Proprietary) Limited Trillion International (Proprietary) Limited Ubambo Telecommunications (Proprietary) Limited Ubambo Investments Holdings (Proprietary) Limited Unihold Limited Unihold Armed Response Holdings (Proprietary) Limited Unihold Business Solutions (Proprietary) Limited Unihold Communications (Proprietary) Limited Unihold Engineering (Proprietary) Limited Unihold Group (Proprietary) Limited Unihold Resources (Proprietary) Limited

Active Active Active Active Active Resigned Resigned Resigned Resigned Active Active Active Resigned Active Active Active Active Resigned Resigned Active Active Active Active Active Active Active Resigned Active Resigned Active Active Resigned Resigned Resigned Resigned Active Active Active Resigned Voluntary Liquidation Resigned Resigned Resigned Resigned Resigned Active Active Active Resigned Resigned Active Resigned Active Active

132

Name Director G D Harlow (continued)

Directorships

Status

Uninex (Proprietary) Limited Uvongo Falls No 26 (Proprietary) Limited Vespafrica (Proprietary) Limited Walrind (Proprietary) Limited Walro Flex (Proprietary) Limited Wesselton Opencast (Proprietary) Limited Wildekrans Wine Estate (Proprietary) Limited

Resigned Active Resigned Resigned Resigned Active Active

Senior management M J Schermers Consolidated Modderfontein Mines Limited Consolidated Modderfontein Mines 1979 (Proprietary) Limited JIC Mining Services (1979) (Proprietary) Limited M J F Safety Equipment (Proprietary) Limited Modderfontein Seventy-Four (Proprietary) Limited Nigel Gold Mining Company (Proprietary) Limited Pamodzi Gold Limited Pamodzi Gold East Rand (Proprietary) Limited Pamodzi Gold Orkney (Proprietary) Limited Pamodzi Gold West Rand (Proprietary) Limited Pretklerk Gold Mining Company (Proprietary) Limited Pretklerk Marievale Gold Mining Company (Proprietary) Limited Pretklerk Springs Daggafontein Gold Mining Company (Proprietary) Limited Super Laboratory Services (Proprietary) Limited Rebhold Distribution Services (Proprietary) Limited The Grootvlei Proprietary Mines (Proprietary) Limited Tina Du Preez Beleggings (Proprietary) Limited Gunnebo South Africa (Proprietary) Limited Provicom Risk Solutions (Proprietary) Limited Erf 873 Glen Erasmia Extention 7 Home Owners Association Feta Freight Systems International Limited Karabo Logistics (Proprietary) Limited Trans Global Freight (Proprietary) Limited Brown Cap Investments (Proprietary) Limited Cash Axcess Corporation (Proprietary) Limited Commercial institute of Security Training (Proprietary) Limited Praysa Trade 1061 (Proprietary) Limited Telesafe (Proprietary) Limited Vanfour Boerdery (Proprietary) Limited Windtalk Holdings (Proprietary) Limited Baytree Functions and Events Trading (Proprietary) Limited Deregistered Resigned Resigned Deregistered Resigned Resigned Resigned Resigned Resigned Resigned Resigned Resigned Resigned Active Active Deregistered Active Resigned Resigned Active Active Active Active Active Resigned Active Deregistered Resigned Active Deregistered Active

B E Spence C R Waterson

P A van Niekerk

T D Pitikoe

133

ADDITIONAL INFORMATION None of the Directors or senior management referred to in this Pre-Listing Statement: have been declared bankrupt or have entered into an individual voluntary compromise arrangement to surrender his or her estate; are or were directors with an executive function of any company at the time of, or within twelve months preceding, any receivership, compulsory liquidation, creditors voluntary liquidation, administration, company voluntary arrangement or any compromise or arrangement with the companys creditors generally or with any class of its creditors; are or have been a partner in a partnership at a time of, or within twelve months preceding, any compulsory sequestration, administration or voluntary arrangement of such partnership; are or have been a partner in a partnership at the time of, or within twelve months preceding, a receivership of any assets of such partnership; have had any of his or her assets subject to receivership; are or have been publicly criticised by any statutory or regulatory authorities, including recognised professional bodies or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company; and/or are or have been convicted of any offence involving dishonesty.

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ANNEXURE 7

DETAILS OF SUBSIDIARY COMPANIES AND THEIR DIRECTORS

1. OPERATING SUBSIDIARIES Name and registration number Catering 1 Royalserve Catering (Proprietary) Limited (1994/005030/07) RoyalSechaba Food Service (Proprietary) Limited (2000/012826/07) Royal Food Correctional Services (Proprietary) Limited (1997/015974/07) Royal Food Services (Limpopo) (Proprietary) Limited (2000/015444/07) Royal Food Services North West (Proprietary) Limited (1998/003317/07) Royal Food Services Northern Cape (Proprietary) Limited (1997/020184/07) Ithabeleng Food Services (Proprietary) Limited (2003/011842/07) South Africa 27 July 2000 South Africa 26 February 2000 South Africa 23 September 1997 South Africa 10 July 2000 1 000 shares of R1 each 1 020 shares of R1 each 100 shares of R1 each 120 shares of R1 each Catering 17 July 1996 Date and country of incorporation Issued ordinary share capital Main business Date of becoming subsidiary

Catering

01 June 2000

Catering

01 June 2005

Catering

01 June 2005

South Africa 24 February 1998

100 shares of R1 each

Catering

01 June 2005

South Africa 25 November 1997

100 shares of R1 each

Catering

01 June 2005

South Africa 27 May 2003

100 shares of R1 each

Catering

27 May 2003

Cleaning 8 Royalserve Cleaning (Proprietary) Limited (2000/011155/07) Dinosi Cleaning Services (Proprietary) Limited (2003/006230/07) South Africa 7 June 2000 South Africa 17 March 2003 South Africa 11 September 2002 100 shares of R1 each 100 shares of R1 each 100 shares of R1 each Cleaning 07 June 2000

Cleaning

17 March 2003

10 Ikhayelihle Mvelaserve Cleaning Services (Proprietary) Limited (2002/022568/07) 11 Rebserve Namibian Cleaning Services (Proprietary) Limited (2000/285) 12 Mediguard WIC Cleaning Services (Proprietary) Limited (2009/1424)

Cleaning

11 September 2002

Namibia 27 March 2000

100 shares of N$1 each

Cleaning

27 March 2000

Lesotho 20 November 2009

510 shares of R1 each

Cleaning

14 May 2010

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Name and registration number Facilities Management 13 TFMC Holdings (Proprietary) Limited (2000/001009/07) 14 Rebserve IT Procurement (Proprietary) Limited (2000/021547/07)

Date and country of incorporation

Issued ordinary share capital

Main business

Date of becoming subsidiary

South Africa 26 January 2000 South Africa 25 August 2000

1 000 shares of R1 each 100 shares of R1 each 2 000 shares of R1 each 100 shares of R1 each 100 shares of R1 each 1 000 000 shares of R1 each

Facilities management Facilities management Facilities management Facilities management Maintenance services

25 August 2000

26 August 2000

15 Total Facilities Management South Africa Company (Proprietary) Limited 26 August 1999 (1999/018572/07) 16 Rebserve Facilities Management South Africa (Proprietary) Limited 15 March 1999 (1999/005381/07) 17 TFMC Maintenance Services (Proprietary) Limited (2000/011246/07) 18 TFMC FM Services (Proprietary) Limited (1998/019278/07) 19 TFMC Workplace Services (Proprietary) Limited (2000/008903/07) 20 Experience Delivery Company (Proprietary) Limited (2003/012434/07) Security 21 Protea Coin Group (Assets in Transit and Armed Reaction) (Proprietary) Limited (1999/003646/07) 22 Protea Coin Group (Technical and Physical Security) (Proprietary) Limited (1999/001641/07) 23 Coin Aviation Security (Proprietary) Limited (2004/016588/07) 24 Coin Risk Management (Proprietary) Limited (2003/007635/07) 25 Smart Solution Holdings (Proprietary) Limited (2001/022917/07) South Africa 22 February 1999 South Africa 7 June 2000 South Africa 29 September 1999

26 August 1999

15 March 1999

07 June 2000

Facility 15 January 2007 management and engineering Facilities 15 January 2007 management Facilities management 02 June 2003

South Africa 16 May 2000 South Africa 2 June 2003

175 000 shares of R1 each 100 shares of R1 each

111 shares of R1 each

Security services

01 July 1999

South Africa 27 January 1999

111 shares of R1 each

Security services

01 July 1999

South Africa 17 June 2010 South Africa 1 April 2003

100 shares of R1 each 100 shares of R1 each

Security services Financial and risk management services Holding company

17 June 2004

01 April 2003

South Africa 26 September 2001

100 shares of R1 each

26 September 2001

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Name and registration number Security 26 Cameos Solutions (Proprietary) Limited (2001/022909/07) 27 Coin Cameos (Proprietary) Limited (2005/042799/07) 28 Coin Security International (Proprietary) Limited (2004/000943/07) 29 Protea Coin Cargo Protection (Proprietary) Limited (2006/002139/07) 30 Protea Aviation (Proprietary) Limited (1998/008495/07) 31 Protea Security (West Rand) (Proprietary) Limited (1995/000070/07) 32 Protea Security Services (Reaction Unit) (Proprietary) Limited (1995/000075/07) Diversified Services

Date and country of incorporation

Issued ordinary share capital

Main business

Date of becoming subsidiary

South Africa 26 September 2001 South Africa 6 December 2005 South Africa 20 January 2004 South Africa 26 January 2006 South Africa 6 May 1998 South Africa 4 January 1995 South Africa 4 January 1995

100 shares of R1 each 1 000 shares of R1 each 100 shares of R1 each 100 shares of R1 each 100 shares of R1 each 4 200 shares of R1 each 4 200 shares of R1 each

Security services Security services Security services Security services Security and aviation services Security services Security services

26 September 2001 06 December 2005 20 January 2004 26 January 2006 01 July 1999

01 July 1999

01 July 1999

33 Rebhold Freight Services (2000) South Africa (Proprietary) Limited 15 September 1983 (1987/000113/07) 34 King Pie Holdings (Proprietary) Limited (1997/008676/07) 35 BMO Food Services (Proprietary) Limited (1998/013348/07) 36 Zonke Monitoring Systems (Proprietary) Limited (1995/000075/07) South Africa 5 June 1997

100 shares of R1 each

Freight forwarding and customs clearing Franchisor of the King Pie brand Manufacturer of pie products Limited payout machine monitoring services Computer services

01 January 2000

101 shares of R1 each

05 June 1997

South Africa 13 July 1998 South Africa 31 July 2000

101 shares of R1 each 1 000 shares of R1 each

01 February 2003 01 July 2004

37 Circle ICT Solutions (Proprietary) Limited (2000/012478/07) Management Company 38 Mvelaphanda Management Services (Pty) Limited (2000/012781/07)

South Africa 20 June 2000

100 shares of R1 each

01 September 2010

South Africa 22 June 2000

100 shares of R1 each

Management company

22 June 2010

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On the Listing Date, all of the above Subsidiaries will be wholly-owned by Mvelaserve, other than the following Subsidiaries and associates: Dinosi Cleaning Services (Proprietary) Limited 55% Experience Delivery Company (Proprietary) Limited 48% Ikhayelihle Mvelaserve Cleaning Services (Proprietary) Limited 49% Ithabeleng Food Services (Proprietary) Limited 85% Khanya Rebserve Cleaning Service (Proprietary) Limited 49% Mediguard WIC Cleaning Services (Proprietary) Limited 51% Rebserve IT Procurement (Proprietary) Limited 60% Rebserve Facilities Management (Proprietary) Limited 80% Royal Food Correctional Services (Proprietary) Limited 75% Smart Solutions Holdings (Proprietary) Limited 84% TFMC FM Services (Proprietary) Limited 90% TFMC Workplace Services (Proprietary) Limited 40% Zonke Monitoring Systems (Proprietary) Limited 75% No person, other than the shareholders, holds any rights to enable such a person to vary the voting rights held in any Subsidiary. 2. NON-OPERATING AND DORMANT SUBSIDIARIES Name Atreb Consulting Services (Proprietary) Limited Atreb Facilities Management (Proprietary) Limited Blacksteer Holdings (Proprietary) Limited (under voluntary liquidation) Contract Forwarding (Proprietary) Limited Ilembe Facilities Management Services (Proprietary) Limited Karabo Logistics (Proprietary) Limited Majormatic 108 (Proprietary) Limited Pacific Breeze Trading 65 (Proprietary) Limited Phumelela Coin Promotions (Proprietary) Limited Protea Security (Group Holdings) (Proprietary) Limited (under voluntary liquidation) Trans Global Freight (Proprietary) Limited Registration number 2000/024830/07 2000/002481/07 2004/001439/07 1983/010155/07 2007/028125/07 2002/020487/07 2003/023215/07 2005/006348/07 2003/020571/07 1992/006393/07 1997/011080/07

On the Listing Date, all of the above Subsidiaries will be wholly-owned by Mvelaserve, other than the following Subsidiaries and associates: Phumelela Coin Promotions (Proprietary) Limited 50% Ilembe Facilities Management Services (Proprietary) Limited 60% No person, other than the shareholders, holds any rights to enable such a person to vary the voting rights held in any subsidiary. 3. MATERIAL CHANGES TO THE BUSINESSES OF MVELASERVE GROUP COMPANIES The material changes to the business of Mvelaserve which have taken place since 30 June 2010 relate to the Debt Restructure, Zonke acquisition and the settlement of inter-company loans between Mvela Group and Mvelaserve in terms of the Restructuring. 4. ALTERATIONS TO SHARE CAPITAL OF MVELASERVE GROUP COMPANIES In the three years prior to the Listing Date there have been no material changes to the share capital of Mvelaserve Group companies, save for those mentioned in paragraph 39 of this Pre-listing Statement.

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5. DIRECTORS OF OPERATING SUBSIDIARIES The directors of Mvelaserves operating subsidiaries are set out in the table below: Company BMO Food Services (Proprietary) Limited Cameos Solutions (Proprietary) Limited Circle ICT Solutions (Proprietary) Limited Coin Aviation Security (Proprietary) Limited Coin Cameos (Proprietary) Limited Coin Risk Management (Proprietary) Limited Coin Security International (Proprietary) Limited Dinosi Cleaning Services (Proprietary) Limited Experience Delivery Company (Proprietary) Limited Ikhayelihle Mvelaserve Cleaning Services (Proprietary) Limited Ithabeleng Food Services (Proprietary) Limited Khanya Rebserve Cleaning Service (Proprietary) Limited King Pie Holdings (Proprietary) Limited Mediguard WIC Cleaning Services (Proprietary) Limited Protea Aviation (Proprietary) Limited Protea Coin Cargo Protection (Proprietary) Limited Protea Coin Group (Assets in Transit and Armed Reaction) (Proprietary) Limited Directors C R Waterson, J Geldenhuys, J J Schoeman, R Bouwer, W Pretorius E P Grobler D B le Roux, E P Grobler, P A van Niekerk E P Grobler, J De Beer, J M S Ferreira, P A van Niekerk E P Grobler, J M S Ferreira, P A van Niekerk E P Grobler, E Lehmann, J M S Ferreira E P Grobler, J M S Ferreira, P A van Niekerk G R McGregor, L M Rudlin M Maluleka, M S Malemela, T D Pitikoe F Vungwana, J J Mabaso, L F Mahlati, N M Groeneveld G V Groenewald, T D Mdluli, T D Pitikoe F Mugari, G R McGregor, M F Sekgome, T D Pitikoe, T T Mabila L Hargraves, P Rantsoareng, T D Pitikoe, V Rantsoareng, C R Waterson, E Ritson, J Geldenhuys, J J Schoeman, P A M Mahlangu-Armstrong, R Bouwer, W Pretorius F Mugari, G R McGregor, G V Groenewald, L Khomari, S Seeiso E P Grobler, J M S Ferreira, N Kolisile, P A van Niekerk, P A M Mahlangu, Z Vokwana D J Jordaan, E P Grobler, J M S Ferreira, P A van Niekerk, P A M Mahlangu B S de Waal, D M Moise, E P Grobler, J M S Ferreira, N Kolisile, P A van Niekerk, P A M Mahlangu

Protea Coin Group (Security Services) (Proprietary) Limited B S de Waal, D M Moise, E P Grobler, J De Beer, J M S Ferreira, N Kolisile, P A van Niekerk, S Fernandes, Z Vokwana, P A M Mahlangu Protea Coin Group (Technical and Physical Security) (Proprietary) Limited Protea Security (West Rand) (Proprietary) Limited Protea Security Services (Reaction Unit) (Proprietary) Limited Rebhold Freight Services (2000) (Proprietary) Limited Rebserve Facilities Management (Proprietary) Limited Rebserve IT Procurement (Proprietary) Limited Rebserve Namibian Cleaning Services (Proprietary) Limited B S de Waal, D M Moise, E P Grobler, J M S Ferreira, N Kolisile, P A van Niekerk, Z Vokwana, P A M Mahlangu P A van Niekerk, J M S Ferreira P A van Niekerk, J M S Ferreira C R Waterson, D Kynaston, M Conlin, P A M Mahlangu-Armstrong M E A Maphumulo, N M Groeneveld, R M Lukuko B E Spence, D T Mahlalela, N M Groeneveld, R M Lukuko C Bolm, TD Pitikoe

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Company Royalserve Catering (Proprietary) Limited Royal Food Correctional Services (Proprietary) Limited RoyalSechaba Food Service (Proprietary) Limited Royal Food Services (Limpopo) (Proprietary) Limited Royal Food Services North West (Proprietary) Limited Royal Food Services Northern Cape (Proprietary) Limited Royalserve Cleaning (Proprietary) Limited Smart Solution Holdings (Proprietary) Limited TFMC FM Services (Proprietary) Limited TFMC Holdings (Proprietary) Limited TFMC Maintenance Services (Proprietary) Limited TFMC Workplace Services (Proprietary) Limited Total Facilities Management Company (Proprietary) Limited Zonke Monitoring Systems (Proprietary) Limited

Directors G R McGregor, F Mugari, M J Schermers, T D Pitikoe G R McGregor, F Mugari, T D Pitikoe, T P Sekhoto G R McGregor, F Mugari, T D Pitikoe G R McGregor, F Mugari, T D Pitikoe F Mugari, G R McGregor, T D Pitikoe F Mugari, G R McGregor, T D Pitikoe F Mugari, G R McGregor, M J Schermers, T D Pitikoe E P Grobler B E Spence, L Van Niekerk, N M Groeneveld, R Redaelli B E Spence, N M Groeneveld, Y Z Cuba, J M S Ferreira, N M Groeneveld J J Mabaso, N M Groeneveld, T Molai B E Spence, M S Tshungu, N M Groeneveld B E Spence, J Mostert, J M S Ferreira, M Lukuko, N M Groeneveld, P Van Niekerk, R Redaelli, Y Z Cuba D Moodley, K Cloete, M Steyn, M H Malope

Further details of all the Directors and senior managers of Mvelaserve are set out in Annexure 6 to this Pre-listing Statement.

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ANNEXURE 8

DETAILS OF PRINCIPAL IMMOVABLE PROPERTIES LEASED OR OWNED

Details of the principal immovable properties leased and owned by Mvelaserve and its Subsidiaries are as follows: Principal properties leased
Lessor Gensec Property Fund Lessee Rebhold Freight Services (2000) (Proprietary) Limited Rebhold Freight Services (2000) (Proprietary) Limited Rebhold Freight Services (2000) (Proprietary) Limited Property type Location/area Office and warehouse Johannesburg, Head Office 49 Director Road Aeroport Industrial Park Spartan Cape Town Branch 9 Dawn Road, Unit 2 First Floor Montague Gardens Durban Branch Unit 19 Greenfields Business Centre 1451 North Coast Road Durban 269 West Street C/o Lenchen Avenue Meersig Building Centurion East side Corporate Close 807 Richards Drive Midrand 26 Charles de Gaulle Street Highveld, Centurion 63 Adriana Crescent Gateway Industrial Park Centurion Rebserve House Regent Square Doncaster Road Kenilworth, Cape Town 14 Friesland Drive Longmeadow Business Estate, Germiston Portion 8 Erf1 Highveld Expiry date 30 November 2010 Monthly rental R72 000

Transit Ads (Proprietary) Limited

Office and warehouse

1 February 2012

R22 361

Eris Property Group

Office and warehouse

20 April 2013

R12 582

Growth Point Securitisation Warehouse Trust I-Four, Pangbourne

TFMC (Proprietary) Limited

Office building

30 November 2011

R444 845

BMO Food Services (Proprietary) Limited Royalserve Catering (Proprietary) Limited Royalserve Catering (Proprietary) Limited Royalserve Cleaning (Proprietary) Limited

Office building and factory Office building Factory

30 April 2014

R196 156

Robow Investments (Proprietary) Limited Silverdawn Investments 200 CC The Racing Investment Trust

31 March 2011 30 June 2011

R255 846 R116 143

Office building

31 December 2010

R147 800

Sage Wise (Proprietary) Limited Portion 8 Erf 1 Highveld (Proprietary) Limited

Protea Coin Group (Assets in Transit and Armed Reaction) (Proprietary) Limited Mvelaserve Limited

Office building

30 November 2010

R122 361

Office building

31 October 2014

R115 000

Principal properties owned Owner Protea Security (West Rand) (Proprietary) Limited Protea Security (West Rand) (Proprietary) Limited Description Land, Portion 135 of the Farm Waterval 273 Land, Plot 99, Waterval 273 Title deed no. T141584/2005 T40862/2010

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ANNEXURE 9

MATERIAL ACQUISITIONS AND DISPOSALS IN THE PRECEDING THREE YEARS

Material acquisitions Save for the acquisition of Zonke by Mvelaserve described in Annexure 1, no material acquisitions (as contemplated by the Listings Requirements) have been made by Mvelaserve Group within the three years preceding the date of this Pre-listing Statement, nor are there any proposed material acquisitions of any securities in or business undertakings of any other company or business enterprise or immovable property. Name of company Zonke Monitoring Systems (75% controlling interest) Nature of business LPM monitoring services Salient financial information Value of transaction R81 million Settled through the issue of 6 850 937 Mvelaserve Ordinary Shares Effective date 7 October 2010

No goodwill arose on the acquisition of Zonke by Mvelaserve from Mvela Group as the acquisition took place between group companies. No loans have been incurred or are to be incurred in order to finance the acquisition of Zonke. The details of the vendor are as follows: Name: Mvela Group Address: 1st Floor, 30 Melrose Boulevard, Melrose Arch, Johannesburg, 2076 Beneficial shareholders: Refer to paragraph 6 of this Pre-listing Statement Mvela Group has not given any guarantee or warranty in relation to the sale of the assets. Mvela Group has not signed any service agreements with Mvelaserve that preclude them from carrying on business in competition with the vendor. Zonke has been transferred into the name of Mvelaserve. The asset has not been pledged or ceded in any way. Material disposals Mvelaserve has made a number of minor disposals in the past three years, only one which was material to Mvelaserve. The details of the disposal are recorded below: Name of company Trollope Mining Services (2000) (Proprietary) Limited Nature of business Mining contracting services Salient financial information Value of transaction R32 million Fully settled in cash The value of the net assets of the company were R103 million, as at 30 June 2008. (See paragraph 23 of this Pre-listing Statement Statement of Financial Position Assets and liabilities in disposal group held for sale) Effective date 1 October 2008

The details of the acquirors are as follows: Name: Trollope Holdings (Proprietary) Limited Address: The Farm Elandsfontein 412 J.R., Ekurhuleni Beneficial shareholders: D H C le Roux, J W Trollope and P W Trollope

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ANNEXURE 10

DETAILS OF MATERIAL BORROWINGS AND MATERIAL LOANS

1. Material borrowings of Mvelaserve as at the Last Practicable Date:

Lender Nature of finance Origination To fund certain fixed asset purchases Amount outstanding (R000) 193 299 How repayment is intended to be funded Operating cash flow

Interest rate Interest rate linked to the prime overdraft rate ranging between 9% and 12% per annum

Security Certain fixed assets with a book value of R199.72 million

Repayment terms Repayable in monthly instalments over 36 to 48 months to the amount of R6.482 million per month Note 1

Nedbank Capitalised Limited finance lease First National agreements Bank, The Standard Bank of South Africa Limited Nedbank Limited1 Long-term Senior Facilities

To fund repayment of preference shares in Mvelaserve

550 000

Note 1

Note 1

Operating cash flow

Note 1 Mvelaserve has entered into a Long-term Senior Facilities Agreement with Nedbank Limited (Nedbank), acting through its corporate banking division in order to enable Mvelaserve to replace the redeemable preference shares that existed in the Group as at 30 June 2010 (refer to note 18 in the historical consolidated financial statements Annexure 2). This Nedbank debt will be used to settle this redeemable preference shares such that they do not form part of the share capital of the Group on the Listing Date. Set out below are the significant terms of the facility provided: Borrower: Structure: Mvelaserve Limited Amortising term loan R250 million Revolving asset backed financing R200 million General banking facility R100 million Amortising term loan payable quarterly, over five years Revolving asset backed financing each contract repayable monthly, over five years General banking facility repayable on demand Amortising term loan 3-month JIBAR plus 2.85% (nacq) Revolving asset backed financing Nedbanks prime lending rate minus 1.25% General banking facility Nedbanks prime lending rate minus 0.75% Unlimited cross guarantee between Mvelaserve and all Group companies First ranking cession of debtors by Mvelaserve and all Group companies The Long-term Senior Facilities Agreement and other relevant legal agreements will be signed prior to the Listing Date, subject to the fulfilment of conditions as are standard in agreements of this nature.

Payment period:

Interest rate:

Security: Conditions:

Other than that stated above, Mvelaserve did not have any material loans, borrowings or outstanding loan capital at the Last Practicable Date. 2. Material loans receivable balances as at 30 June 2010. There were no material loans receivable by Mvelaserve or any of its Subsidiaries as at 30 June 2010.

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3. Material inter-company balances as at 30 June 2010: The table below shows all inter-group balances in the Mvelaserve Group as at 30 June 2010: Loan from Mvelaserve: Mvelaserve Management Services Protea Coin Royalserve Cleaning TFMC Holdings Other Loan from Mvelaserve Management Services: Contract Forwarding Amount (R000) 584 704 118 871 88 625 78 066 45 973 Amount (R000) 23 669

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ANNEXURE 11

MATERIAL CONTRACTS ENTERED INTO BY MVELASERVE IN THE TWO YEARS PRECEDING THE DATE OF THE PRE-LISTING STATEMENT

The material contracts that have been entered into by Mvelaserve during the two years preceding the date of this Pre-listing Statement, other than in the ordinary course of the business carried on by Mvelaserve, as mentioned in paragraph 57 of this Pre-listing Statement, are as follows: Acquisition of 75% of Zonke by Mvelaserve from Mvela Group Mvelaserve has acquired an effective 75% of the share capital of Zonke from Mvela Group. In terms of an assetfor-share agreement Mvelaserve allotted and issued 6 850 937 Mvelaserve Ordinary Shares to Mvela Group in exchange for their shares in Macthyme Investments (Proprietary) Limited which holds a 75% in Zonke. The acquisition was concluded for an aggregate amount of R81 million. Prior to the Zonke acquisition by Mvelaserve, Mvela Group had been a 75% shareholder of Zonke since incorporation of the company. The remaining 25% of Zonke continues to be collectively held by Route Gaming Solutions (Proprietary) Limited, Motcom (Proprietary) Limited, Mabutho Investments (Proprietary) Limited and Virindra Virjanand Parmanand, none of which are associated with the Mvela Group, the controlling shareholder of Mvelaserve. Mvelaserve only acquired the 75% held by Mvela Group in order to maintain a similar shareholding structure as at incorporation of Zonke, in order to comply with the CEMS licensing agreement with the NGB. Contracts relating to Directors and managerial remuneration Refer to Annexure 6 for the disclosure of key terms of the contracts relating to Directors and managerial remuneration.

145

ANNEXURE 12

EXTRACTS FROM THE ARTICLES OF ASSOCIATION

Set out below are extracts from the Articles of Association: DIRECTORS 12. Borrowing powers of Directors 12.1 From time to time the Directors may borrow or raise for the purposes of the Company such sums as they deem fit. 12.2 The Directors may raise or secure the payment or repayment of such moneys in such manner and upon such terms and conditions in all respects as they think fit, whether by creation and issue of Debentures, mortgage or charge upon account or any of the property or assets of the Company, including its uncalled or unpaid Capital. 12.3 The Directors shall cause a proper register to be kept in accordance with the provisions of the Act of all mortgages and charges specifically affecting the property of the Company, and they shall cause to be entered in such register in respect of each mortgage or charge a short description of the property mortgaged or charged, the amount of the charge created, the name of the mortgagee or person entitled to such charge and such further particulars as the provisions of the Act require. 19. Directors 19.1 The number of directors shall not be less than 4 (four). 19.2 The Directors shall have power at any time and from time to time to appoint any person as a Director either to fill a casual vacancy, or as an additional Director. Any person appointed to fill a casual vacancy or as an additional director shall retain office only until the next following annual general meeting and his appointment shall be subject to confirmation at such annual General Meeting. 19.3 The Directors shall not be obliged to hold any shares to qualify them as Directors. 19.4 The remuneration of the Directors shall be such sum as may from time to time be determined by an independent, non-executive committee of the Directors. Such remuneration shall be divided among the Directors in such proportions and manner as the said committee may determine. Executive Directors shall not be entitled to receive Directors fees (in addition to the remuneration they may receive as employees of the Company), but shall be entitled to payments under Articles 19.5, 24.2 and 27.3. 19.5 The Directors shall be paid all their travelling and other expenses properly and necessarily incurred by them in and about the business of the Company, and in attending meetings of the Directors or of committees thereof. If any Director shall be required to perform extra service or to go or to reside abroad, or if any Director shall be specially occupied about the Companys business or perform services which, in the opinion of the Directors, are outside the scope of the ordinary duties of a Director, he may receive such extra remuneration as determined by a disinterested quorum of the Directors and such extra remuneration may be either in addition to or in substitution for the remuneration provided for in Article 19.4. 19.6 The continuing Directors may act notwithstanding any casual vacancy in their body, so long as there remain in office not less than the prescribed minimum number of Directors duly qualified to act; but if the number falls below the minimum prescribed in Article 19.1, the remaining Directors shall not act for any purpose other than calling a General Meeting or to fill the vacancy. 20. Disqualification of Directors 20.1 A Director shall cease to hold office as such: 20.1.1 if he becomes insolvent, or assigns his estate for the benefit of his creditors or suspends payment or files a petition for the liquidation of his affairs, or compounds with his creditors; 20.1.2 if he becomes of unsound mind;

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20.1.3 if he is absent from 4 (four) consecutive meetings of the Directors without leave of the Directors whilst not engaged in an business of the Company which may necessitate such absence and is not represented at any such meetings by an alternate Director, on the basis that special meetings of Directors shall not be counted for the purposes of this Article 20.1.3, and the Directors resolve that the office be vacated, provided that the Directors shall have power to grant any Director leave of absence for any or an indefinite period; 20.1.4 if he is removed under Article 22.2 or Article 22.4; 20.1.5 one month, or, with the permission of the Directors, earlier, after he has given notice in writing of his intention to resign; 20.1.6 if he shall pursuant to the provisions of the Act be disqualified or cease to hold office or be prohibited from acting as Director; or 20.1.7 if he is or accepts any appointment as a Director or an employee of a company which is a competitor of the Company, whether directly or indirectly. 21. Contracting with Directors 21.1 No Director shall be disqualified by his office from contracting with the Company, whether with regards to such office or as a vendor or purchaser or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on behalf of the Company, in which any Director shall in any way be interested, be or be liable to be avoided; nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office, or of the fiduciary relationship thereby established, but the nature of his interest shall be declared by him in accordance with the provisions of the Act. 21.2 Notwithstanding anything contained in the Articles, the Company shall not make any loan to a Director or enter into any guarantee or provide any security in connection with a loan made to a Director by any other person if and so far as any such loan, guarantee or provision of security is at any time prohibited by the Act. 21.3 No Director shall vote as a Director in respect of any contract or arrangement in which he is so interested as aforesaid, and if he does so vote, his vote shall not be counted, provided that these prohibitions shall not apply to: 21.3.1 any contract or dealing with a Company of which the Directors or any one of them may be directors, members, managers, officials or employees or otherwise interested; 21.3.2 he giving of any security or indemnity to a Director in respect of money lent or obligations or other liabilities incurred by him at the request of or for the benefit of the Company or any of its subsidiaries; 21.3.3 any contract to underwrite or sub-underwrite any Shares or obligations of the Company or any Shares in or Debentures or obligations of any Company in which the Company may be in any way interested; 21.3.4 any proposal concerning an offer of Shares or Debentures or other Securities by the Company or any of its subsidiaries for subscription or purchase in which offer a Director is or is to be interested directly or indirectly in the underwriting or sub-underwriting thereof, or any allotment or issue complying with the provisions of section 222 of the Act; 21.3.5 any resolution determining the remuneration of the Directors in terms of Article 19.4 or Article 19.5; 21.3.6 any contract for the payment of commission in respect of the subscription for Shares or obligations of the Company; 21.3.7 the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security; 21.3.8 any proposal concerning the adoption, modification or operation of a superannuation fund or retirement benefits scheme under which a Director may benefit and which has been approved by or is subject to and conditional upon approval by the relevant revenue authorities for taxation purposes. 21.4 The prohibitions contained in Article 21.3 may at any time be suspended or relaxed to any extent by the Company in a General Meeting. 21.5 Any notice given to the Directors by a Director to the effect that he is a member of a specified company or firm shall comply with the provisions of the Act.

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21.6 For the purpose of this Article 21, an alternate Director shall not be deemed to be interested in any contract or arrangement merely because the Director for whom he is an alternate is so interested. 21.7 Nothing contained in this Article 21 shall be construed so as to prevent any Director who is also a Member from taking part in and voting upon all questions submitted to a General Meeting whether such Director shall be personally interested or concerned in such question or not. 22. Employment and removal of Directors 22.1 A Director may be employed by or hold any office of profit in the Company or in any subsidiary of or holding company of the Company in conjunction with the office of Director, other than that of auditor of the Company or of any subsidiary company, provided that the terms as to appointment, remuneration and otherwise are fully disclosed to the board and are determined by a disinterested quorum of the directors. Any remuneration so paid may be in addition to the remuneration payable in terms of Article 19.4. 22.2 Subject to the provisions of the Act, the Company may by ordinary resolution remove any Director before the expiration of his period of office and may by ordinary resolution elect another person in his stead. The person so elected shall hold office during such time only as the Director in whose place he is elected would have held office. 22.3 The Company shall keep at the Office a register containing the particulars of its Directors, managers and secretaries and shall furnish the Registrar of Companies with particulars thereof as provided for in the Act. 22.4 A Director may, before the expiration of his period of office, be removed from office by a resolution signed by the majority of the other Directors. 23. Rotation of Directors 23.1 At the annual General Meeting held in each year, one-third of the Directors, or if their number is not a multiple of 3 (three), then, the number nearest to, but not less than one-third, shall retire from office, provided that in determining the number of Directors to retire no account shall be taken of any Director who by reason of the provisions of Article 24.1.2 is not subject to retirement.The Directors so to retire at each annual General Meeting shall be those who have been longest in office since their last election or appointment. As between Directors of equal seniority, the Directors to retire shall, in the absence of agreement, be selected from among them by lot; provided that notwithstanding anything herein contained, if, at the date of any annual General Meeting any Director will have held office for a period of 3 (three) years since his last election or appointment, he shall retire at such meeting, either as one of the Directors to retire in pursuance of the foregoing or additionally thereto. A retiring Director shall act as a Director throughout the meeting at which he retires. The length of time a Director has been in office shall, save in respect of Directors appointed or elected in terms of the provisions of Articles 19.2 and 22.2 be computed from the date of his last election or appointment. 23.2 Retiring Directors shall be eligible for re-election. No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election to the office of Director at any General Meeting unless, there shall have been given to the Secretary notice in writing: 23.2.1 in respect of the annual General Meeting, within the first 2 (two) months after the Financial Year; and 23.2.2 in respect of any other meeting, not less than 6 (six) business days before the day appointed for the meeting, by not less than 10 (ten) Members holding 10 % (ten percent) of the issued Capital of the intention of such Members to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected, it being recorded that it is the intention that the period to be allowed before the date of the General Meeting for the nomination of a new Director must be such to give sufficient time, after the receipt of the notice, for nominations to reach the Office from any part of the Republic. 23.3 Subject to the preceding Article 23.2, the Company in General Meeting may fill the vacated offices by electing a like number of persons to be Directors, and may fill any other vacancies. In electing Directors, the provisions of the Act shall be complied with. 23.4 If at any annual General Meeting at which an election of Directors ought to take place, the place of any retiring Director is not filled, he shall, if willing, continue in office until the dissolution of the annual General Meeting in the next year, and so on from year to year until his place is filled, unless it shall be determined at such meeting not to fill such vacancy.

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DIVIDENDS AND PAYMENT 30. Dividends 30.1 The Company in a General Meeting or the Directors may from time to time, and in accordance with the provisions of the Act, declare a dividend to be paid to the Members in proportion to the number of Shares held by them in each class as at the date subsequent to the date of declaration or date of confirmation of the dividend, whichever is the later. 30.2 No larger dividend shall be declared by the Company in General Meeting than is recommended by the Directors. 30.3 Dividends shall be declared in the currency of the Republic.The declaration of any dividend may, however, provide that all or any particular Members whose Registered Addresses are outside the Republic or who have given written instructions requesting payment at addresses outside the Republic shall be paid in such other currency or currencies as may be stipulated in the declaration. The declaration may also stipulate the date (hereinafter referred to as the Currency Conversion Date) upon which and a provisional rate of exchange at which the currency of the Republic Shall be converted into such other currency or currencies, provided that such Currency Conversion Date shall be a date not earlier than the date of the declaration of the dividend and not later than the date of its payment. If, in the opinion of the Directors, there is no material difference between the rate/s of exchange ruling on the Currency Conversion Date and the provisional rate/s of exchange stipulated in the declaration then the currency of the Republic shall be converted at the latter rate/s; but if in the opinion of the Directors there is a material difference, then the currency of the Republic shall be converted into such other currency or currencies at the rate/s of exchange ruling on the Currency Conversion Date, or at the rate/s of exchange which, in the opinion of the Directors is/are not materially different. Any subsequent rise or fall of rate/s of exchange determined as above shall be disregarded. 30.4 Any dividend so declared may be paid and satisfied either wholly or in part by the distribution of specific assets, and in particular of paid-up Shares or Debentures of any other company, or in cash, or in any one or more of such ways as the Directors may at the time of declaring the dividend determine and direct. Where any difficulty arises in regard to the distribution of such specific assets or any part thereof the Directors may settle the same as they think expedient, and in particular may fix the value for distribution of such specific assets or any part thereof. 30.5 Dividends may be declared either free of or subject to the deduction of income tax and any other tax or duty in respect of which the Company may be chargeable. 30.6 The Directors may, from time to time, pay to the Members on account of the next forthcoming dividend such interim dividend as in their judgment the position of the Company justifies. 30.7 In case several persons are registered as the joint holders of any Shares, any one of such persons may give effectual receipts for all dividends and payments on account of dividends in respect of such Shares. 31. Payment of Dividends 31.1 All dividends, interest or other moneys payable to the registered holder of Shares may be paid by cheque, electronic transfer or otherwise as the Directors may from time to time determine, and may be sent by post to the last Registered Address requested by him, or, in the case of joint holders, to that one of them first named in the Register in respect of such joint holdings; and the payment of such cheque or electronic transfer shall be a good discharge to the Company in respect thereof. For the purpose of this Article 31.1, no notice of change of Registered Address or instructions as to payment being made at any other address which is received by the Company between the Record Date for the dividend or return of Capital and the respective date of payment of the dividend or repayment of Capital, as the case may be (both dates inclusive), and which would have the effect of changing the currency in which such payment would be made, shall become effective until after such date of payment. 31.2 All unclaimed monies payable to a Member, other than a dividend, must be held by the Company in trust indefinitely until lawfully claimed by such member. 31.3 The Company shall not be responsible for the loss in transmission of any cheque, electronic transfer or other document sent through the post either to the Registered Address of any Member or to any other address requested by him. 31.4 All dividends that remain unclaimed for a period of 3 (three) years from the date on which such dividends became payable may be declared forfeited by the Directors for the benefit of the Company.

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32. Capitalisation 32.1 Subject to the provisions of the Act, the Company in a General Meeting, or the Directors, may at any time and from time to time pass a resolution to capitalise any sum forming part of the undivided profits standing to the credit of the Companys reserve fund, or any sum in the hands of the Company and available for dividend, or any sum carried to reserve as the result of a sale or revaluation of the assets of the Company or any part thereof, or any sum received by way of premium on the issue of any Shares or Debentures. Such resolution may provide that any such sum or sums shall be set free for distribution and be appropriated to and amongst the Members either with or without deduction for income tax, in accordance with their rights and shareholdings in such manner as the resolution may direct; provided that no such distribution shall be made by the Company unless recommended by the Directors, and the Directors shall, in accordance with such resolution, apply such sum or sums in paying up Shares or Debentures and appropriate such Shares or Debentures to or distribute the same amongst the holders of such Shares in accordance with their shareholding thereof respectively as aforesaid, or shall otherwise deal with such sum or sums as provided for in such resolution. 32.2 Where any difficulty arises in respect of such distribution, the Directors may settle the same as they think expedient, fix the value for distribution of any fully paid Shares, Debentures or Debenture stock, make cash payments to any holders of Shares or assets in trustees upon such trusts for the persons entitled in the appropriation or distribution as may seem just and expedient to the Directors. When deemed requisite, a contract shall be entered into and filed in accordance with the Act, and the Directors may appoint any person to sign such contract on behalf of the persons entitled in the appropriation or distribution, and such appointments shall be effective, and the contract may provide for the acceptance by the holders of the Shares to be allotted to them respectively in satisfaction of their claims in respect of the sum so capitalised. 39. Winding up 39.1 If the Company shall be wound up, whether voluntarily or otherwise, then with the sanction of a special resolution, the liquidators may divide among the Members in specie any part of the assets of the Company and may vest any part of the assets of the Company in trustees for the benefit of the Members upon such trusts as the liquidators shall think fit. 39.2 Assets remaining after payment of the debts and liabilities of the Company and the costs of the liquidation shall, subject to the rights of the holders of Shares (if any) issued upon special conditions, be applied as follows: 39.2.1 to repay the Members the amounts received on issue in respect of the Shares respectively held by each of them; and 39.2.2 the balance (if any) shall be distributed among the Members in proportion to the number of Shares, respectively, held by each of them. 40. Indemnity 40.1 Subject to the provisions of the Act, every Director, manager, Secretary and other officer or servant of the Company shall be indemnified by the Company against all costs, losses and expenses which any such officer or servant may incur, or become liable to, by reason of any contract entered into or act or deed done by him either as such officer or servant, or in any way in the discharge of his duties. It shall be the duty of the Directors to pay any such costs, losses and expenses out of the funds of the Company. 40.2 Subject to the provisions of the Act, no Director, manager, Secretary or other officer or servant of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or servant, for joining in any receipt or other act of conformity or for loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors, any security in or upon which any of the moneys of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any person with whom any moneys, securities or effects shall be deposited or for any loss or damage occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office, or in relation thereto, unless the same happen through his own negligence or dishonesty.

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