Board Resolution Approving Rights Offering

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Board Resolution Approving Rights Offering

Board Resolution Approving Rights Offering

{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}

BOARD RESOLUTION APPROVING RIGHTS OFFERING

DATE: {{date}}

ATTENDEES: The Board of Directors of {{company_name}} (Pty) Ltd (the "Company") held a meeting at {{meeting_location}} on {{meeting_date}} at {{meeting_time}}.

QUORUM

A quorum was present for the transaction of business, comprising the following directors:

{{list_of_directors_present}}

The meeting was chaired by {{chairperson_name}}.

BACKGROUND TO RIGHTS OFFERING

WHEREAS, the Company requires additional capital for {{reason_for_capital_raise}};

WHEREAS, the Board of Directors has considered various funding options and determined that a rights offering to existing shareholders is in the best interests of the Company and its shareholders.

RESOLUTION TO APPROVE RIGHTS OFFERING

IT IS HEREBY RESOLVED THAT:

1. A rights offering (the "Rights Offering") be and is hereby approved for the purpose of raising up to {{currency}}{{amount}} in gross proceeds.

2. The Rights Offering shall entail the issuance of {{number_of_shares_offered}} new ordinary shares of no par value (the "Rights Shares") at an issue price of {{currency}}{{price_per_share}} per Rights Share.

3. Each existing shareholder shall be entitled to subscribe for {{number_of_rights_shares}} Rights Shares for every {{number_of_existing_shares}} ordinary shares held on the record date of {{record_date}}.

4. The Rights Offering shall open on {{opening_date}} and close on {{closing_date}}.

5. The Rights Offering shall be underwritten by {{underwriter_name}} on the terms and conditions set out in the underwriting agreement to be concluded between the Company and {{underwriter_name}}.

AUTHORISATION OF DIRECTORS

RESOLVED FURTHER, that any one director of the Company be and is hereby authorized to do all such things and sign all such documents as may be necessary or desirable to implement the Rights Offering, including but not limited to:

a. Approving the final terms and conditions of the Rights Offering circular and any other related documents;

b. Appointing and engaging professional advisors, including legal counsel and reporting accountants;

c. Opening and operating a rights offering bank account;

d. Listing the Rights Shares on the {{exchange_name}} stock exchange, if applicable;

CERTIFICATION

I, the undersigned, being the duly appointed Company Secretary of {{company_name}}, do hereby certify that the above resolutions were duly passed at a meeting of the Board of Directors of the Company held on the date first written above, and that these resolutions are in full force and effect as of the date hereof.

_____________________________

{{company_secretary_name}}

Company Secretary

SIGNATURES

_____________________________

{{director_1_name}}

Director

_____________________________

{{director_2_name}}

Director