Agenda

1

2
Agenda

• Background to Batho Bonke Capital
• Transaction Timeline
• Batho Bonke Shareholding
• Batho Bonke Options
• Capital Raising Process
• Dividends to Shareholders
• Social and Development Plan
• Future Prospects
• Questions

BATHO BONKE CAPITAL (PTY) LTD
3
Background of Batho Bonke Capital

• The Batho Bonke transaction was designed to
  ensure that Absa complies with the objectives of
  broad based black economic empowerment
• The three promoters together with ten
  coordinators were tasked to identify and select
  appropriate individuals and groupings within an
  agreed framework incorporating the following
  criteria
• Ability to add meaningful value to Absa
• Emphasis to be placed on groups rather than
  individuals
• Strong leadership
• Appropriate national representation
• Represent a broad range of BEE shareholders and
• Charities and other non profit organisations
• As a result of this process the Batho Bonke
  consortium was formed representing Broad Based
  BEE companies, community based trusts and
  foundations, individuals who have not materially
  benefited from BEE transactions previously,
  emerging entrepreneurs, women and youth groupings

BATHO BONKE CAPITAL (PTY) LTD
4
Batho Bonke Capital Shareholding
BATHO BONKE CAPITAL (PTY) LTD
5
Transaction Timeline

• September 2009
• Third party funding raised and cash distribution
  to shareholders

• June 2009
• Exercise of Options

• October 2006
• National road show to Batho Bonke shareholders

• September 2006
• Detailed Audit and Verification process by Absa

• December 2005
• Sale of shares by some shareholders to Mvela
  Group

• October 2004
• Final list of shareholders submitted to Absa

• October 2004
• Absa launches Batho Bonke

• June 2004
• Absa shareholders vote in favour of transaction

• April 2004
• Relationship and Shareholders Agreement signed
  with Absa

• February 2004
• The ten coordinators were identified

• October 2003
• Negotiations commenced with Absa

• August 2003
• Absa identified three promoters to lead
  transaction

• 5

BATHO BONKE CAPITAL (PTY) LTD
6
Batho Bonke Options

• In 2004, Batho Bonke subscribed for approx 73,1
  million A Preference Shares in Absa
  representing10 of the enlarged issued share
  capital of Absa
• Each A Preference Share gave Batho Bonke the
  option to subscribe for an ordinary share in
  Absa between 1 July 2007 and 1 June 2009
• Strike price represented a discount to market
  value of Absa share
• The strike price calculated as follows
• If the market value of an Absa ordinary share
  was less than R70 then the strike price was R48
• If the market value of an Absa ordinary share
  was greater than R70 but more than or equal to
  R100 the strike price would be R48 plus R0.70 for
  each complete R1.00 increments in the market
  value over R70 and
• If the market value of an Absa ordinary share
  was greater than R100 the strike price would be
  R69

BATHO BONKE CAPITAL (PTY) LTD
7
Capital Raising Process
BATHO BONKE CAPITAL (PTY) LTD
8
Dividends to Shareholders

• Each Batho Bonke shareholder will receive R2 per
  share
• For Example
• If you hold 1 000 shares is BVI 907 you will
  receive R2 000 cash
• No tax will be applicable to the Batho Bonke
  shareholders on the dividend distribution
• The cash distribution will be available after 30
  September 2009
• The process of the cash distribution will be
  communicated to the Batho Bonke shareholder
  closer to the distribution date

BATHO BONKE CAPITAL (PTY) LTD
9
Social and Development Plan

• An initial grants and financial support of R 2
  500 000 will be made annually to Batho Bonke
  shareholders and beneficiaries for sustainable
  development projects subject to Batho Bonke
  meeting funders covenants
• The Batho Bonke shareholders, Batho Bonke, and
  the funders can identify and submit sustainable
  development projects for consideration
• A Steering Committee made up of representatives
  from the funders and Batho Bonke will be
  established
• The purpose of the Steering Committee will be to
  consider and approve grants and other financial
  support for sustainable development projects
• Loans will be made available to charities and
  non-profit organisations in line with their
  shareholding in Batho Bonke (after meeting
  funding obligations)
• A bursary fund to Military Veterans and Exiles
  was established and will assist deserving
  students with educational qualifications
• Enquiries on the details of the implementation of
  the approval process should be emailed to
  info_at_bathobonke.co.za

BATHO BONKE CAPITAL (PTY) LTD
10
Future Prospects

• Transfer and Sale of Shares
• Your current shareholding will not change
• The Batho Bonke shares are held as security by
  the funders
• The shares can be sold to other HDSA with the
  approval of Absa, Batho Bonke and the Funders
• The loan is for 3-5 years. Once the loan has been
  repaid, Batho Bonke will get dividends on the
  Absa shares it owns
• Dividends Received from Absa will be used in the
  order outlined below
• Payment for Batho Bonke running expenses
• Settle tax liabilities
• Settle any outstanding fees and expenses due to
  the funder
• Payment of accrued capital interest to the
  funders
• Grants and financial support to Batho Bonke
  shareholders and beneficiaries

BATHO BONKE CAPITAL (PTY) LTD
11
(No Transcript)