PRINCIPLES OF CORPORATE GOVERNANCE

The following table sets out the principles contained in the King Code of Governance Principles
for South Africa 2009 (“King III”) and how [Acsion] applies such principles.

As Acsion Ltd is a Company formed for the purpose of listing many of the principles, committees
and processes will only be applied once the listing has taken place. Therefore many of the
principles below will be explained before listing and applied during the first year after listing.

GOVERNANCE Applied/ SUMMARY OF HOW ACSION

PRINCIPLE
ELEMENT Explained APPLIES THE KING III PRINCIPLES

The Board of Directors of Acsion (“the

Board” or the “Directors”) lead Acsion
based on the four values underpinning
The Board should good governance being, responsibility,
Responsible provide effective accountability, fairness and
1.1 Applied
Leadership leadership based on transparency. These principles are
an ethical foundation incorporated in the approved Board
charter and demonstrate a sound
framework for effective leadership
premised on an ethical foundation.
The Board and the Social and Ethics
committee will strive to ensure that the
The Board should
Company is and is seen to be a
ensure that the
responsible corporate citizen by having
Ethical Company is and is
1.2 Explained regard to not only the financial aspects
Foundation seen to be a
of the business of the Company but also
responsible corporate
the impact that business operations
citizen
have on the environment and the society
within which it operates.
The Board will create an ethical
corporate culture and ensure that the
Company’s ethics are effectively
The Board should managed by: incorporating ethical risks
ensure that the and opportunities into the risk
1.3 Explained
Company's ethics are management process; an ethics policy
managed effectively has been created and trained to all staff
members; as well as monitoring and
reporting on the Company’s ethics
performance.
The Board shall act as the focal point
for, and custodian of, corporate
The Board should act governance by managing its relationship
Role and
as the focal point for with management, the Shareholders and
function of the 2.1 Explained
and custodian of other stakeholders of the Company
Board
corporate governance along sound corporate governance
principles.

The Board should The Board will appreciate that strategy,

2.2 Explained
appreciate that performance and sustainability are
 strategy, risk, inseparable and to give effect to this by
performance and : Contributing to and approving the
sustainability are Company’s strategy; Satisfying itself
that the Company’s strategy and
inseparable
business plans do not give rise to risks
that have not been thoroughly assessed
by management; Identifying key
performance and risk areas; Ensuring
that the Company’s strategy will result
in sustainable outcomes; Considering
sustainability as a business opportunity
that guides strategy formulation;

The Board should

provide effective
2.3. Refer to Principle 1.1
leadership based on
an ethical foundation

The Board should

ensure that the
Company is and is
2.4 Refer to principle 1.2
seen to be a
responsible corporate
citizen
The Board should
ensure that the
2.5 Refer to principle 1.3
Company's ethics are
managed effectively
The Board should
ensure that the
Company has an
2.6 Refer to principles 3.1-3.10
effective and
independent audit
committee
The Board should be
2.7 responsible for the Refer to Principles 4.1- 4.10
governance of risk

The Board should be

responsible for
2.8 Refer to principles 5.1-5.7
information technology
(IT) governance

The Board should

ensure that the
Company complies
with applicable laws
2.9 Refer to principles 6.1- 6.7
and considers
adherence to non-
binding rules, codes
and standards
 The Board should
ensure that there is an
2.10 Refer to principles 7.1-7.5
effective risk-based
internal audit
The Board should
appreciate that
2.11 stakeholders' Refer to principles 8.1- 8.6
perceptions affect the
Company's reputation
The Board should
ensure the integrity of
2.12 Refer to principles 9.1 – 9.3
the Company's
integrated report
The Board should
report on the
2.13 effectiveness of the Refer to principles 7.1- 7.5 and 9.1 – 9.3
Company's system of
internal controls

Directors are appointed in terms of the

Company’s memorandum of
incorporation and the Companies Act
No. 71 of 2008 (Companies Act) and act
The Board and its
according to their fundamental duties.
Directors should act in
2.14 Explained Conflicts of interest will be disclosed and
the best interests of
appropriately managed. A policy on
the Company
Directors’ dealings is in place and has
been adopted by the Board. Once listed,
the employees will be trained around
closed and sensitive periods.

The Board will consider the going

The Board should
concern status of the Company at least
consider business
quarterly. The Board will regularly
rescue proceedings or
monitor whether the Company is
other turnaround
2.15 Explained financially distressed (as defined in the
mechanisms as soon
companies Act) and will consider
as the Company is
business rescue proceedings or other
financially distressed
turnaround mechanisms as soon as the
as defined in the Act
Company is financially distressed.
 The Board should
elect a Chairman of
the Board who is an Mr David Green, an independent non-
independent non- executive Director, is the chairman of
executive Director. the Board. Kiriakos Anastasiadis, an
2.16 Applied executive Director, is the CEO of the
Company. The roles and functions of the
The CEO of the chairperson are separate and clearly
Company should not defined.
also fulfil the role of
Chairman of the Board

The Board will be responsible for the

appointment and annual evaluation of
the CEO. The collective responsibilities
The Board should of management vest in the CEO and, as
appoint the chief such, the CEO bears ultimate
executive officer and responsibility for all management
2.17 Explained functions. The Board delegates (without
establish a framework
abdicating its duties and responsibilities)
for the delegation of to management via the CEO, which in
authority turn delegates to those reporting to him.
A formal Delegation of authority has
been created and will be reviewed
annually by the Board.
The Board should
There are currently four independent
comprise a balance of
non-executive Directors, and two
power, with a majority executive Directors on the Board.
Composition of non-executive Additionally, the Board charter provides
2.18 Applied
of the Board Directors. The majority that it is intended that the Board will
of non-executive comprise a majority of non-executive
Directors should be Directors of whom the majority are
independent.
independent
There will be a formal process for
identifying suitable candidates, including
the nomination and evaluation of such
candidates.
Board Directors should be
Non-Executive Directors will be selected
appointment 2.19 appointed through a Explained
for their broader knowledge and
process formal process
experience and are expected to
contribute effectively to decision-making
and the formulation of policy and
strategy.
 The Board will ensure that the collective
skills and experience of the Directors
are suitable for the Board to carry out its
The induction of and responsibilities, to achieve the
ongoing training and Company’s objectives and create
Director shareholder value over the long term. As
development of
2.20 Explained referred to in the Board charter
development Directors should be Continuous professional development
conducted through programmes are implemented which
formal processes ensure that Directors receive regular
briefings on changes in risks, laws and
the environment.

The Board should be

assisted by a The Board selects and appoints the
competent, suitably Company secretary and recognises the
Company qualified and important role that the Company
2.21 Applied secretary plays. The Company secretary
secretary experienced Company
for the group is MWRK Accountants and
secretary auditors Inc. who were appointed in
2014.

The Board and its committees will be

The evaluation of the
evaluated annually by the chairman or
Board, its committees
Performance the chairman of each committee,
2.22 and the individual Explained
assessment alternatively a duly authorised external
Directors should be
party may be asked to perform that
performed every year
evaluations

The Board committees assist the Board

in executing its duties, powers and
authorities. The required authority is
delegated by the Board to each
committee to enable it to fulfil its
respective functions through formally
approved terms of reference. Delegating
authority to Board committees of
The Board should management, other than specific
delegate certain matters for which the Audit and Risk
committee carries ultimate accountability
Board functions to well
2.23 Applied in terms of the Companies Act, does not
committees structured committees mitigate or discharge the Board and its
but without abdicating Directors of their duties and
its own responsibilities responsibilities and the Board fully
acknowledges this fact.
The Board has established the following
committees:
 The Audit and Risk committee
 The Social and Ethics committee
 The Remunerations and
Nominations committee
 The Investment committee
 The Board advocates and promotes
A governance good governance by its subsidiaries.
framework should be The formalised Board charter will be
Group Boards implemented in order to ensure that
2.24 agreed between the Explained
good corporate governance is
group and its maintained throughout the group in line
subsidiary Boards with the requirements of the King III
code of good corporate governance.

The remuneration Committee will ensure

that the Company remunerates
executive Directors, non-executive
Directors and executives fairly and
Remuneration Companies should
responsibly. The remuneration
of Directors remunerate Directors
2.25 Explained committee administers remuneration at
and senior and executives fairly
all levels in the Company and will
executives and responsibly
ensure that the mix of fixed and variable
pay, in cash, shares and other elements,
meets the Company’s needs and
strategic objectives.
Companies should
disclose the
remuneration of each
This shall be disclosed in the 2015
2.26 individual Director and Explained
integrated report of the Company.
certain senior
executives

Shareholders should The remuneration committee will ensure

approve the that the remuneration policy is put to a
2.27 Explained non-binding advisory vote at the general
Company's
meeting of the Shareholders once every
remuneration policy year.
The Board should
The Audit and Risk committee
ensure that the
comprises three duly appointed
Audit 3.1 Company has an
Applied independent non-executive Directors.
committee effective and
The members are Sonja Griesel, David
independent audit
Green and David Sekete.
committee
The Company’s Audit and Risk
Audit committee
Committee comprises financially literate,
Membership members should be
professionally qualified and
and resources suitably skilled and
3.2 Applied commercially astute members and is
of the audit experienced
constituted by only independent non-
committee independent non-
executive Directors. The chairwoman is
executive Directors
a Chartered Accountant.
The audit committee
Sonja Griesel is the independent
should be chaired by
3.3 Applied Chairwoman of the Audit and risk
an independent non-
committee.
executive Director
Responsibilitie The audit committee
The Audit and Risk committee will
s of the audit 3.4 should oversee Explained
oversee integrated reporting and will
committee integrated reporting
 approve the annual integrated report for
approval by the Board.
It is the responsibility of the Audit and
Risk committee to ensure that a
The audit committee combined assurance model is applied to
should ensure that a provide a co-ordinated approach to all
combined assurance assurance activities. The Audit and Risk
3.5 model is applied to Explained committee will ensure that the combined
provide a coordinated assurance received is appropriate to
approach to all address all the significant risks facing
assurance activities the Company; and monitors the
relationship between the external
assurance providers and the Company.

The audit and Risk committee will

The audit committee review the expertise, resources and
should satisfy itself of experience of the Company’s financial
the expertise, function, and will disclose the results of
3.6 resources and Explained the review in the Company’s integrated
experience of the report. The Chief Financial Officer’s
Company's finance suitability, experience and expertise are
function reviewed by the Audit and Risk
committee annually.

The Audit and Risk committee is

accountable for the systems of internal
accounting control used by the
Company and the Group with
The audit committee
Internal management being responsible
should be responsible
assurance 3.7 Explained therefore. The systems and controls are
for overseeing internal
providers designed to provide reasonable
audit
assurance regarding the integrity and
reliability of the financial statements and
to adequately safeguard, verify and
maintain accountability of the assets.

The audit and Risk committee will be an

integral component of the risk
The audit committee
management process and oversees:
should be an integral
3.8 Explained financial reporting risks; internal financial
component of the risk
controls; fraud risks as they relate to
management process
financial reporting, verify and maintain
accountability of the assets.

The Audit and Risk Committee has the

sole responsibility to nominate the
The audit committee is appointment of the auditor for the
responsible for Company. The auditor must be a
External recommending the registered auditor who, in the opinion of
assurance 3.9 appointment of the Explained the Audit and Risk Committee, is
providers external auditor and independent of the Company.
overseeing the The Audit and Risk committee is
external audit process responsible for the evaluation, co-
ordination and monitoring of the external
audit process.
The audit committee The audit and Risk committee is solely
Reporting 3.10 should report to the Explained responsible for preparing a report for the
Board and annual financial statements each year.
 Shareholders on how it The Audit and Risk committee chairman,
has discharged its (or other suitable member in her
duties absence) shall attend Annual general
meetings of the Company in order to
answer questions concerning matters
falling within the ambit of the Audit and
Risk committee’s responsibilities.
The Board recognises that it is ultimately
responsible for the governance of risk
The Board's
The Board should be and monitoring thereof for the group.
responsibility
4.1 responsible for the Explained The Audit and Risk committee are
for risk
governance of risk delegated the responsibility of
governance
implementing, enforcing and monitoring
risk management procedures.

The Board will identify key performance

The Board should
and risk areas and the mitigation of risk
4.2 determine the levels of Explained
such that the ultimate risk tolerance of
risk tolerance
the Company is acceptable.

The Audit and risk committee will take

into account material changes and
The risk committee or
trends in the risk profile and consider
audit committee
whether the control systems, including
4.3 should assist the Explained
reporting, adequately address the risks
Board in carrying out
identified by risk management
its risk responsibilities
procedures. This review will occur
quarterly.

The Board should The policy and plan for the system and
delegate to process of risk management will be
Management's
management the reviewed and recommended by the
responsibility
4.4 responsibility to Explained Audit and Risk committee, and approved
for risk
design, implement and by the Board if required. Management is
management
monitor the risk responsible for the implementation of
management plan the policy and plan for risk management.

The Board should The Board will ensure that continual risk
ensure that risk assessments are performed. The
Risk
4.5 assessments are Explained effectiveness of the risk management
assessment
performed on a process will be reviewed quarterly by the
continual basis Audit and Risk committee.
The Board should
The Board is responsible for ensuring
ensure that
that frameworks and methodologies are
frameworks and
implemented to increase the probability
methodologies are
of anticipating unpredictable risk. Acsion
4.6 implemented to Explained
will implement relevant risk
increase the
management processes that will
probability of
enhance the Company’s ability to
anticipating
achieve its strategic objectives.
unpredictable risks
The Board should
The Board will ensure that management
ensure that
continually monitor risk and consider
Risk response 4.7 management Explained
and implement appropriate risk
considers and
management processes.
implements
 appropriate risk
responses
The Board should
Risk ensure continual risk
4.8 Explained See principle 4.7
monitoring monitoring by
management
The Audit and Risk committee will
The Board should
ensure that the combined assurance
receive assurance
received is appropriate to address all the
Risk regarding the
4.9 Explained significant risks facing the Company and
assurance effectiveness of the
will monitor the relationship between the
risk management
external assurance providers and the
process
Company.
The Board should
ensure that there are
processes in place The Board is responsible for ensuring
enabling complete, that there are processes in place
Risk
4.10 timely, relevant, Explained enabling complete, timely, relevant,
disclosure
accurate and accurate and accessible risk disclosure
accessible risk to stakeholders.
disclosure to
stakeholders
The Board should be The Board is responsible for IT
responsible for governance and has delegated the
IT governance 5.1 Explained
information technology regulation of IT governance to the Audit
(IT) governance and Risk Committee
IT should be aligned
with the performance The Board is responsible for aligning IT
5.2 and sustainability Explained with the performance and sustainability
objectives of the objectives of the Company.
Company
The Board should
delegate to IT risk governance falls within risk
management the management of the Company, which is
responsibility for the reviewed and recommended to the
5.3 Explained
implementation of an Board by the Audit and Risk Committee
IT governance and is implemented and monitored by
framework management.

The Board should

monitor and evaluate The Board will monitor and evaluate
5.4 significant IT Explained significant IT investments and
investments and expenditure.
expenditure
IT should form an
IT risk management will include the
integral part of the
5.5 Explained assessment and management of all
Company's risk
significant IT risks
management
The Board is to be advised of the
The Board should
management of these assets and
ensure that information
5.6 Explained confirm that appropriate structures and
assets are managed
procedures for their management are in
effectively
place.
 A risk committee and
audit committee The audit and Risk committee will assist
5.7 should assist the Explained the Board in carrying out its
Board in carrying out responsibilities regarding IT.
its IT responsibilities
The Board will monitor compliance.
The Board should
Compliance is a regular item on the
ensure that the
Board’s agenda, which will be reported
Company complies
on a quarterly basis.
with applicable laws
The Board is responsible for ensuring
Compliance 6.1 and considers Explained
that the Company complies with all
adherence to non-
relevant laws and codes of best
binding rules, codes
governance practises, and considers
and standards
adherence to other non-binding rules,
codes and standards.

The Board understands the context of

The Board and each the law and how laws interact with each
individual Director other, and has a working understanding
should have a working of the effect of the applicable laws,
understanding of the rules, codes and standards on the
effect of the applicable Company and its business.
6.2 Explained
laws, rules, codes and The Directors sufficiently familiarise
standards on the themselves with the general content of
Company and its applicable laws, rules, codes and
business standards, in order to discharge their
legal duties with the assistance of the
Company secretary.

Compliance is a regular item on the

Compliance risk
Board’s agenda, which is reported on a
should form an integral
quarterly basis. Non-Compliance risks
6.3 part of the Company's Explained
will be identified and responded to
risk management
through the risk management processes
process
of the Company.

The implementation of an effective

compliance framework and processes is
The Board should
delegated to management.
delegate to
The Board will disclose in the
management the
Company’s annual integrated report
6.4 implementation of an Explained
details regarding how it discharged its
effective compliance
responsibility to establish an effective
framework and
compliance framework and processes,
processes
and also details of material or repeated
instances of non-compliance.

An effective risk-based internal audit

The Board should function will be created. The purpose,
The need for
ensure that there is an authority, and responsibilities of the
and role of 7.1 Explained
effective risk based internal audit function are defined in the
internal audit
internal audit Board approved Audit and Risk
Committee Terms of reference.
 Internal audit should A risk –based approach to internal audit
Internal audit’s
follow a risk-based will be adopted in assessing the Group’s
approach and 7.2 Explained
approach to its plan control environment and will be aligned
plan
to the risk assessment process,
The Company will maintain an internal
Internal audit should
audit department which functions
provide a written
independently to appraise, examine and
assessment of the
evaluate the Company’s accounting
7.3 effectiveness of the Explained
systems, internal accounting controls
Company’s system of
and general internal controls and
internal controls and
general internal control mechanisms
risk management
within the Company.
The Audit and Risk committee is
accountable for the systems of internal
accounting control used by the
Company and the Group with
The audit committee
management being responsible. These
should be responsible
7.4 Explained systems and controls are designed to
for overseeing internal
provide reasonable assurance regarding
audit
the integrity and reliability of the financial
statements and to adequately
safeguard, verify and maintain
accountability of the assets.

The internal audit function will have

unrestricted access to the Chairman, the
Internal audit should
Internal audit's Board, the Audit and Risk Committee
be strategically
status in the 7.5 Explained and the executives of the Group. The
positioned to achieve
Company internal audit function will be adequately
its objectives
skilled and resourced to discharge its
duties.

The Board provides effective leadership

based on an ethical foundation by,
among other things, taking account of
The Board should
the Company’s impact of internal and
appreciate that
Stakeholder external stakeholders.
8.1 stakeholders' Explained
relationships The Board will facilitate the
perceptions affect a
establishment of mechanisms and
Company's reputation
processes that support stakeholders in
constructive engagement with the
Company.
The Board should
delegate to The interactions with stakeholders by
management to the Board and/or committee members
8.2 Explained
proactively deal with will be managed by the social and ethics
stakeholder committee.
relationships
 The Board should The Board will strive to achieve the
strive to achieve the appropriate balance between its various
appropriate balance stakeholder groupings in the best
8.3 between its various Explained interests of the Company, realising that
stakeholder groupings, there are a broad range of stakeholders
in the best interests of which have a stake in or are affected by
the Company the Company,
Companies should Shareholders will be treated equitably.
ensure the equitable Shareholders will be encouraged to
8.4 Explained
treatment of attend the annual general meetings and
Shareholders will be given information timeously.
Complete, timely, relevant, accurate,
honest and accessible information will
be provided by the Company to
Stakeholders, having regard to legal and
Transparent and
strategic considerations. Board
effective
communication will be a clear and
communication with
understandable language.
8.5 stakeholders is Explained
The Board will disclose in the
essential for building
Company’s annual integrated report the
and maintaining their
number and reasons for refusals or
trust and confidence
requests for information that were
lodged with the Company in terms of the
Promotion of Access to Information Act,
No2 of 2000.
The Board should
ensure that disputes
The Board will ensure that appropriate
Dispute are resolved as
8.6 Explained individuals are selected to represent the
resolution effectively, efficiently
Company in legal proceedings.
and expeditiously as
possible
The integrity of the Company’s
Transparency The Board should
integrated report will be ensured through
and 9.1 ensure the integrity of Explained
the application of the Company’s risk
accountability the Company
management process.

The Company’s integrated report will

include commentary on the Company’s
Sustainability reporting financial results, the going concern
and disclosure should status of the Company, an explanation
9.2 be integrated with the Explained of the Company has generated its profit
Company's financial and/or loss and the positive and
reporting negative impacts of the Company’s
operations and means to manage the
negatives.

If deemed necessary, sustainability

Sustainability reporting reporting and disclosure is
and disclosure should independently assured. The Audit and
9.3 Explained
be independently Risk Committee will oversee the
assured provision of assurance over
sustainability issues.