Preference Share Term Sheet

Ditikeni Preference Shares, Series ll, Class “A”

Issuer Ditikeni Investment Company Limited
Instrument Participating, cumulative, redeemable Preference Shares, known as Series II, class “A”
Purpose To raise capital to enable Ditikeni to participate in the numbers Black Empowerment opportunities available to it
Term Seven years
Closing 31 December 2011
Coupon Dividends, paid at 72% of prime per annum. Rolled up and compounded if not paid
Equity participation 15% of profits at termination
Investment basis Draw down
Minimum investment R1 million
Commitment period Three years from 1 January 2012
Security The underlying assets plus a call on Ditikeni’s balance sheet in the event of default, ranked behind the Series 1 preference shares but ahead of the ordinary shareholders
Participation rights The assets underlying Series 11 will be ring-fenced. Holders will not share in the return or risk associated with any other Ditikeni assets
Funds committed to date R4.5 million, committed by the Ditikeni Trust (R2.5 million), the Ackerman Pick ‘n Pay Charitable Foundation (R1 million) and other investors (R1 million)
Undertakings by Ditikeni i) The Series 11 Pool will have pre-emptive rights to any transaction offered to the Ditikeni Group and which requires cashii) All transactions currently under consideration by Ditikeni, and which require cash, will be offered to the Series 11 Pool
Investment Committee Investment decisions will be made by an Investment Committee consisting of two Ditikeni representatives and representatives of the Series 11 Pool shareholders. Investors committing R10 million or more will have veto rights
Tax treatment Dividends are currently tax free. When then Withholding Tax on Dividends is introduced, the dividend rate will be adjusted accordingly
Other classes of Series ll Preference Shares Within Series ll, Ditikeni intends to offer to certain associates a class of preference shares which will be identical to Class “A” Preference Shares as to financial return, but which will have no call on Ditikeni’s assets in the event of default
Interim Investments To enable Ditikeni to commence the making of investments prior to Closing, Investors will be invited to participate in Draw Downs before that date, and will earn interest at prime until 31 December 2011. From the first Draw Down after 1 January 2012, all investors will be equalised and issued with Preference Shares according to their contributions
Capital Sought Between R25 million and R100 million
Contact Details Investment Advisor: Gordon Young
Cell: 082 928 0028

Tel: (021) 447 9277