1.

Interpretation

1.1

A reference to legislation -

1.1.1

includes regulations and other subordinate legislation;

1.1.2

is a reference to that legislation as at the date these terms and conditions are printed and as amended or replaced from time to time after that.

1.2

When a number of days is to be calculated, the first day is excluded and the last day is included.

2.

Appointment

2.1

By delivering certificates or documents of title in respect of Securities and signed surrender and/or share transfer forms, the Shareholder is considered to have appointed Sanlam Share Account to appoint or change the CSDP, and as the custodian of the Shareholder's Securities, to administer such Securities until -

2.1.1

the disposal of the Securities by the Shareholder;

2.1.2

the transfer of the Securities to another nominee company; or

2.1.3

the transfer of the Securities to another CSDP.

2.2

If Sanlam Share Account at any time becomes authorised to act as a depository institution under the Custody Act, it will be entitled from time to time to determine the types of Securities that it will accept for safe custody under these terms and conditions.

2.3

Sanlam Share Account and the Shareholder are at all times bound by the provisions of Applicable Law. In the event of any conflict between these terms and conditions and any Applicable Law, the Applicable Law will prevail.

2.4

The Shareholder acknowledges that its identity may have to be verified under FICA. Consequently, neither Sanlam nor Sanlam Share Account will be liable for loss or damages suffered or incurred as a result of delays due to the verification process, including due to a change in the price of Securities.

3.

Securities Accounts

3.1

Sanlam Share Account will establish and maintain one or more Securities Accounts to which will be credited all Securities. The number and type of Securities Accounts will be determined by Sanlam Share Account according to its Procedures.

3.2

Sanlam Share Account will not make any entry in a Securities Account unless instructed to do so by or on behalf of the Shareholder.

3.3

Furthermore, Sanlam Share Account is not obliged to act upon any instruction relating to the transfer of Uncertificated Securities, unless the instruction has been authenticated in terms of the rules of STRATE. In this event the applicable entry into the Securities Account will be made within the time period specified in the Procedures.

3.4

Sanlam Share Account will not give effect to an instruction that would result in a debit balance in a Securities Account.

4.

Acceptance of Securities

4.1

Sanlam Share Account will only accept a Security into a Securities Account once the applicable fee has been received. See section 1.

4.2

If the applicable fee has not been received or Sanlam Share Account considers Securities remitted to Sanlam Share Account for custody not to be good for delivery, Sanlam Share Account will not accept the Securities into a Securities Account unless otherwise agreed between Sanlam Share Account and the Shareholder. In the absence of such agreement, Sanlam Share Account will return such Securities to the person who remitted them to Sanlam Share Account.

5

Ownership of Securities

5.1

Neither Sanlam nor Sanlam Share Account will recognise any trust or other right or interest in respect of Securities.

5.2

If more than one person is shown as the holder of Securities, these terms and conditions apply to each of the holders jointly and severally. Such holders are considered to be represented by the First-named, which must give all instructions for them to be valid.

5.3

Each instruction given by the Shareholder or First-named will automatically confirm that the principal has the necessary authority. Despite this, Sanlam Share Account may request proof that the Shareholder has the right to give instructions to Sanlam Share Account. Sanlam Share Account does not have to follow any instructions if this proof has not been provided.

5.4

Sanlam Share Account is not in any circumstances required to take any action under these terms and conditions if (in its view) this will or may be contrary to any law or regulation or the Articles.

6.

Manner of safekeeping

6.1

Uncertificated Securities will be held in the manner contemplated in section 91A of the Companies Act, the Custody Act, and the applicable rules and directives of STRATE.

6.2

Certificated Securities will be held by Sanlam Share Account free of charge in the manner referred to herein.

6.3

Sanlam Share Account will take such steps to protect Securities against mutilation, loss, theft, or destruction as it takes to protect securities held for its own account or the account of others.

7.

Instructions

7.1

Sanlam Share Account is not required to act upon any instruction by the Shareholder unless the instruction is in accordance with the Procedures and it is received by Sanlam Share Account within a reasonable time before the instruction is to be carried out. All instructions will be carried out subject to legal or regulatory requirements (including FICA), these terms and conditions, and the then prevailing market practice.

7.2

The Shareholder accepts the risk of loss or damage arising directly or indirectly as a result of any failure in, misuse of, fraud, or misrepresentation carried out through any method of communication or system. Sanlam Share Account will not be liable for any such loss or damage, except to the extent that such loss or damage is due to fraud or gross negligence by Sanlam Share Account, its employees, or its agents.

7.3

Sanlam Share Account may record telephone conversations with the Shareholder and its representative, and may use such recordings and transcripts as evidence in any dispute with the Shareholder.

7.4

The Shareholder must correctly complete and return all documents provided to the Shareholder by Sanlam Share Account. On each occasion the Shareholder gives an instruction, it will be considered that the Shareholder has confirmed that it has the necessary authority. Despite this, Sanlam Share Account may request proof of the identity of the Shareholder and/or that the Shareholder has the necessary authority. Sanlam Share Account does not have to follow any instructions from the Shareholder if such Shareholder has not provided such proof.

8.

Confirmation of shareholding

8.1

Sanlam Share Account will confirm to the Shareholder twice a year the number of Securities Sanlam Share Account holds for the Shareholder at that stage. Sanlam Share Account may combine this confirmation with any statement provided to the Shareholder in connection with the payment of a dividend or other form of corporate action.

8.2

Unless the Shareholder objects in writing to any matter contained in any such statement within 60 days after dispatch, the statement will (in the absence of fraud or manifest error) be treated as prima facie evidence of the matters contained therein. The Shareholder will thereafter not be entitled to make any claim against Sanlam Share Account or to take any other action in respect thereof.

8.3

On each occasion that the Shareholder purchases or sells Securities, a new Share Statement will be sent reflecting the number of Securities held for the Shareholder by Sanlam Share Account.

8.4

The Shareholder, upon identification, may request a Share Statement provided that a written instruction, in any legible form, is sent to Sanlam Share Account.

9.

Issues of new Securities and other offers

9.1

If the Shareholder is entitled to extra Securities without payment (for example, because of a bonus or other capitalisation issue), Sanlam Share Account will automatically receive and hold the new Securities for the Shareholder under these terms and conditions.

9.2

If the Shareholder is entitled to buy extra Securities (for example, because of a rights issue), Sanlam Share Account, at its option, either will ask the Shareholder how these rights should be exercised and then follow any instructions, or will pass those rights to the Shareholder to be exercised by the Shareholder. Any Securities purchased will be held by Sanlam Share Account unless the Shareholder or Sanlam gives notice to the contrary.

9.3

If a corporate action is considered for Sanlam (for example, a take-over) Sanlam Share Account will notify the Shareholder about it. If the Shareholder replies quickly and clearly enough to allow Sanlam Share Account to act timeously, Sanlam Share Account will follow the instructions.

9.4

If Sanlam Share Account is required by Sanlam (or any other person) to give warranties or enter into any other agreement before acting for the Shareholder under this paragraph, it may require the Shareholder to enter into similar warranties or agreements with Sanlam Share Account before it acts.

9.5

When the Shareholder is requested to give instructions and does not, or does not give them in time or with a reasonable degree of clarity, Sanlam Share Account will not take any action under this paragraph.

10.

Dividends

10.1

Sanlam Share Account will arrange for Sanlam dividends to be paid into the Shareholder's bank account, unless no bank account particulars are on record, in which case a cheque will be issued. If more than one person is named as the holder of any Securities, payment will be made to the First-named. Sanlam Share Account will not hold any cash for the Shareholder.

10.2

If Sanlam offers the option to receive a cash or scrip dividend, Sanlam Share Account will arrange for the cash, if cash is elected by the Shareholder, in terms of an instruction to be paid as provided for in paragraph 10.1. If Sanlam Share Account does not receive any such instruction (or a portion of the dividend is not received in the form of cash), Sanlam Share Account will receive and hold the Securities for the Shareholder.

11.

Voting at shareholder meetings

11.1

Sanlam Share Account will send the Shareholder information about shareholder meetings of Sanlam together with a form the Shareholder can use to give Sanlam Share Account voting instructions. Sanlam Share Account will vote in accordance with such voting instructions. However, if Sanlam Share Account does not receive instructions, Sanlam Share Account will not vote on the Shareholder's behalf.

11.2

The Shareholder may attend, speak, and vote as a proxy of Sanlam Share Account at any shareholder meeting of Sanlam.

12.

Leaving Sanlam Share Account

12.1

If the Shareholder wants Securities removed from Sanlam Share Account for any reason other than their disposal, the Shareholder may request in writing either to receive a share certificate or to transfer the Securities to another nominee account by using a surrender and/or transfer form that can be obtained from Computershare. Such transfers will be effected only after the applicable fee has been paid. See section 1.

12.2

Share certificates will be sent to the then current address of the Shareholder on the Sanlam Share Account register within 10 business days of receipt of a written instruction and the applicable fee. See section 1.

12.3

While Securities are held by Sanlam Share Account, they may be disposed of through Computershare's share dealing service at the Shareholder's risk. For such disposal and its conditions, the Shareholder may telephone the applicable number indicated in section 3. Alternatively Securities may be disposed of through a stockbroker or bank, provided the applicable fee for the withdrawal of Securities from Sanlam Share Account, has been paid. See section 1.

12.4

Both Sanlam Share Account and the Shareholder may withdraw from the arrangement covered by these terms and conditions by not less than 30 days' prior written notice given to the other. In the case of notice by the Shareholder, the applicable fee for leaving Sanlam Share Account must accompany the notice.

12.5

Notwithstanding paragraph 12.4, should either Sanlam Share Account or the Shareholder commit a breach of its obligations under these terms and conditions and fail to remedy such breach within 7 days after having been called upon to do so in writing by the other then the aggrieved party may withdraw from this arrangement by written notice to the defaulting party. Sanlam Share Account may, at its discretion, refuse to carry out any instructions or other services under this arrangement while the Shareholder is in breach.

12.6

Notwithstanding any other term or condition, Sanlam Share Account is not obliged to act upon instructions or to deliver to the Shareholder any cash or Securities until all the amounts due and payable by the Shareholder to Sanlam Share Account have been fully paid.

13.

Fees

13.1

Initially, the Shareholder will not be charged for keeping Securities in safe custody by Sanlam Share Account under these terms and conditions. However, Sanlam Share Account and Sanlam reserve the right to introduce a fee for changes to address and bank account particulars.

13.2

The Shareholder will pay for any transfers to, from, or within Sanlam Share Account, including requests for share certificates. See section 1. These fees must be included with the instruction for the transfer or request for a share certificate. However, the transfer fee for share dealing through Computershare's share dealing service is included in the share dealing administration fee.

13.3

No instruction will be processed unless the applicable fee has been received, and documentation remitted to Sanlam Share Account will be returned to the party who remitted it.

13.4

The Shareholder will pay any value-added tax, and any other taxes payable in respect of any service provided under these terms and conditions.

14.

Communications

14.1

Any instructions, notices, or other communications sent under these terms and conditions will only be valid if they are in writing.

14.2

Sanlam and Sanlam Share Account will send all notices and other communications to the Shareholder at its most recent address on the Sanlam Share Account register. These will be regarded as having arrived 10 days after posting. If more than one person appears on the register as the holder of securities, Sanlam or Sanlam Share Account will send all notices and other communications to the First-named and those notices and communications will be regarded as given to all holders.

14.3

Changes of address and bank account or personal particulars with the necessary evidence as Sanlam Share Account may reasonably require must be forwarded to Sanlam Share Account. See section 2.

15.

Addresses unknown

15.1

If -

15.1.1

on two or more occasions Sanlam Share Account has sent documents to the Shareholder's address and they have been returned; or

15.1.2

a dividend cheque has been returned or has not been presented for payment,

Sanlam and Sanlam Share Account will not be required to send any more documentation to the Shareholder until Sanlam Share Account has been informed of a new address or the existing address has been confirmed.

15.2

If -

15.2.1

after a 12-year period during which at least 3 dividends have been paid and none has been claimed, Sanlam Share Account announces that it intends to sell the Shareholder's Securities by advertising in a leading national newspaper in South Africa or Namibia, as the case may be;

15.2.2

during this 12-year period and for the period ending 3 months after the advertisement appeared for the last time, Sanlam Share Account has not received any communications from the Shareholder or any person who in law, is entitled to the Securities concerned;

15.2.3

all other reasonable efforts to locate the Shareholder have been unsuccessful; and

15.2.4

Sanlam Share Account has told the JSE and/or NSX that it intends to sell the Shareholder's Securities,

Sanlam Share Account may sell the Securities and pay the proceeds to Sanlam for the account of Sanlam, and the Shareholder will have no claim in respect of such Securities.

16.

Variation and enforcement

Sanlam Share Account may give notice of a change to these terms and conditions. Such changes will take effect 14 days after dispatch of such notice.

17.

Other terms and conditions

17.1

Members of the Sanlam group and their agents are not permitted to give any investment, tax, or legal advice regarding Securities.

17.2

Both Sanlam and Sanlam Share Account are entitled to employ agents on such terms and conditions as they think fit, and may delegate any discretion that they may have under these terms and conditions to the extent that this is permitted by Applicable Law.

17.3

Each of Sanlam and Sanlam Share Account may disclose information about the Shareholder -

17.3.1

to each other or to their agents for the purposes of these terms and conditions; or

17.3.2

where this is required by Applicable Law.

17.4

Information about the Shareholder will be held on computer by or on behalf of Sanlam Share Account. The Shareholder may request in writing that the Shareholder's personal details held on computer be made available subject to payment of any fees.

17.5

All cheques, share certificates, Share Statements, and other documents sent to the Shareholder under these terms and conditions are sent at the Shareholder's risk. Share certificates will be sent by registered mail.

17.6

All payments to the Shareholder under these terms and conditions will be paid after making such deductions or withholdings as are required by law or are necessary to meet any liabilities for which Sanlam, Sanlam Share Account, or any of their agents are liable because of the Shareholder's Securities being held by Sanlam Share Account.

17.7

All cheques, share certificates, and Share Statements will be sent directly to the Shareholder. However, if the Shareholder requires annual reports, circulars, and such other documents to be sent to it, it should submit written requests in any legible form to Sanlam Share Account. All documents will be mailed to the Shareholder in compliance with the terms and conditions of the Articles and those of relevant regulatory authorities.

17.8

The Shareholder is responsible for obtaining all approvals that are needed to hold Securities in or transfer Securities out of Sanlam Share Account. If there is any inconsistency between the rights of the Shareholder under these terms and conditions and the Articles, the Articles will prevail.

17.9

Neither Sanlam nor Sanlam Share Account will be liable to the Shareholder for any loss, expenses, or damages, and the Shareholder will keep Sanlam and Sanlam Share Account and their employees and agents indemnified against any loss, expenses, or damages suffered or incurred as a result of -

17.9.1

acting on the Shareholder's instructions;

17.9.2

the Shareholder's failure to give instructions or instructions being given late; or

17.9.3

otherwise following these terms and conditions,

unless due to the wilful default or gross negligence of any such person.

17.10

If Sanlam or any person (including Sanlam Share Account) acting on its behalf cannot perform any of its obligations under these terms and conditions owing to circumstances beyond its reasonable control, it will take all reasonable steps to bring those circumstances to an end, but it will not be liable for its non-performance except to the extent required by law.

17.11

Obligations under these terms and conditions are binding on the Shareholder's successors, executors, administrators, and other legal representatives.

17.12

These terms and conditions are governed by South African law.

17.13

Any dispute arising out of, or in connection with, these terms and conditions (other than where an interdict is sought, or urgent relief may be obtained from a court of competent jurisdiction), will be finally resolved in accordance with the rules of, and the appointment of an arbitrator or arbitrators by, the Arbitration Foundation of Southern Africa, with such arbitration to be held in Cape Town.