PROGRAM OF MEMORANDUM

www.afristratpumpanddump.co.za

A LIMP TROT TO POVERTY – NEVER A LONG WALK TO FREEDOM

Fraud/Misrepresentation: A party wishing to rely on fraud must not only plead it, but must also prove it clearly and distinctly. The onus is the ordinary civil onus, bearing in mind that fraud is not easily inferred. The essential elements for a claim or defense based on fraud are the following:

(b) It must be alleged that fraud or misrepresentation was false and or intentional or negligent.

(d) If damages are claimed, it must be alleged that the representee suffered damages as a result of the fraud.

This document and or report will prove beyond a doubt that all the elements required will have been met.

Hereinafter “Clients” will be referred to as “Investors” as the company has been unable to make a clear distinguished, ambiguous statement and interpretation as to who these natural people represent.

“The Directors who committed the fraud will try to put the spotlight on the investors who invested within the company and their own conduct, knowledge, and motives. They will say that these “Offended Investors” had access to material information, and itself sought to score a huge profit despite known or knowable risks. The Directors may argue, the investors are seeking to blame someone else for the consequences of their own decisions. “

STARTING WAY BACK IN 2013 This is the first time the company known as John Daniel Holdings Limited tried the “Preference Share” fund raising route. They were already operating under Ecsponent Limited.

“We will continue to function as a pure investment holdings company which develops interests in operational subsidiaries, but we have aligned our focus to primarily two clusters – financial services (including related instruments) and biotechnology”. – December 2013

At the annual general meeting (“AGM”) held on 31 July 2013 the Ecsponent shareholders approved the following special resolutions: Change of the company’s name to Escalator Investment Holdings Limited or such alternative name as CIPC may deem appropriate. Adoption of a new Memorandum of Incorporation (“MOI”) in order to comply with the Companies, Act and the JSE listing requirements. Through the adoption of the new MOI the following preference shares were created:

The Preference Share Programme, that was not approved by the JSE, never listed anywhere other than in the 2013 December Balance Sheet/ Annual Financial Statements.

No provision has been made for 2013 tax as the group has no taxable income:

SENS NOTICE 19/05/2014 Last day to trade shares in the name of John Daniel Holdings Limited in order to be Friday, 30 May 2014

Trading in new shares under the JSE code ESC and ISIN code ZAE000179594, commences on Monday, 2 June 2014- Company officially changes their name to ECSPONENT LIMITED.

Previous to any listing and or publication of a Prospectus or Programme Memorandum

Page 98, Section 1.8, that states Ordinary shares are classified as equity. Mandatorily redeemable preference shares are classified as liabilities.

Page 102 of the same document they had sold Class A Redeemable preference shares Five Year Income Provider - 15% interest to the value of R2 414 000

Class B Redeemable preference shares Five Year Capital Growth Provider - 100% to the vlue of R1 338 445.

There is no notice regarding these redemptions neither are they taken into considerantion into the company’s calculation of the actual amount of Preference Shares sold. This opens another can on worms as to how much capital was actually invested into the company under various PROGRAMMS and or PROSPECTUS.

The Company is pleased to announce that the initial public offer to subscribe for preference shares, as announced on Monday, 29 September 2014, has been fully subscribed for and that accordingly the preference shares below will be issued and listed on Monday, 6 October 2014.

As of today, certain broker accounts for prospective shareholders have not been opened and therefore the full issue of the said preference shares has not been able to take place. For those shareholders for which a brokers account has been opened the following issue and allotment of preference shares will occur on 8 October 2014:

This is not a true statement as per “19/06/2014 Acquisitions and Convertible Loan”

On 24 October 2014 shareholders approved the issue of three classes of redeemable preference shares with inter alia, varying coupon rates. The Group now has the ability to raise investment capital in order to fund growth and further acquisitions which we believe will provide for improved wealth generation

1. The company already started to sell these shares on the prior to 19/06/2014 and prior to “Board Approval”

2. The prepared by Ecsponent limited Programme Memorandum dated the 8th of September 2014 had already been approved by the JSE- although the JSE/Debt Sponsor/CIPC and or the Company Ecsponent Limited has been unable to supply investors with a copy of this document. 7 November 2014: This Applicable Pricing Supplement must be read In Conjunction with the Programme Memorandum, dated 8 September 2014, prepared by Ecsponent limited in connection with the Ecsponent Limited ZARS,5 000 000 000 Preference Share Programme, as amended and/or supplemented from time to time (the •programme Memorandum•). Attorneys to Ecsponent Eversheds (SA) Incorporated They could have written the first POM, dated 8/09/2014, we cannot establish or verify this statement.

This document has never up and until August 2022 been published in any form anywhere. Various request have been made to obtain this said document, however the JSE refers us back to the Company, and or the Debt Sponsors, who in turn refuses any communication with this regard.

Various cases have been listed and recorded in various “Court Cases” within South Africa, and inevitably most of these Courts found in favour of the company. The reason been that Ordinary Shares have “No Par Value”, the value is determined by the stock in which it trades. Companies cannot be held responsible for price fluctuations of the market, the trading times, demand and supply of ordinary shares.

However: Preference Shares have a par value, the price is determined by the company prior to the issuance of these instruments. The company issues them with a listed price, with a beginning and end date of maturity or redeemable date. Investors invest into the preference shares of a company as they verily believe thy would hold preferential rights within the company above the holders of ordinary shares.

Classification of Redeemable Preference Shares:

Holders of the Preference Shares receive a cumulative dividend, subject to the terms of the Preference Share Class issued. The Preference Shares do not have the right to participate in any additional dividends declared to Ordinary Shareholders. These shares do not have

Preference Shares, are mandatorily redeemable on a specific date… The Preference Shares are Redeemable after 60 months from the initial issue date and as a result are classified as debt and disclosed as such in the statement of financial position. Preference Shares, which are mandatorily redeemable on a specific date, are classified as liabilities

Investors could not “unsee” the wording of Mandatorily Redeemable/100% Secured.

Getting back to the Programme Memorandum that Afristrat used as their defence and granting them the right to do the conversion.

This document will disclose various Prospectus and or Programme Memorandums supplied to investors. The questions raised are:

1. Which document did investors sign for as none of these documents form part of the “Contract Checklist”

2. How available were any of these documents to investors and which document did investors sign for?

3. I have specifically mentioned the “Pricing Supplement” which also has the words “ESCPONENT LIMITED PROGRAM MEMORANDUM” stated on the backside of the document it, which document did they actually sign acceptance to?

Programme Memorandum number 1 on and about the 08th day of September 2014, as per further replacement Programme Memorandum documents listed. Noted however, is that this document was never made public knowledge:

1. JSE has been unable to supply investors with a copy – referring investors back to the debt sponsor or the company in question.

5. Questro the debt sponsor appointed on the 01st day of September 2014 has at no time commented to the existence of this document.

6. The company has never been able to supply a copy as requested to any investor.

7. This document has also never been listed as part of the contract entered into and between the investor and the company. The document check list does not make provision for this document.

Prospectus dated the 29th of September 2014. This is not a Programme Memorandum.

There are major questions as to the prospectus lodged with the CIPC, after the JSE had approved the first Programme of Memorandum. The understanding is that first a Prospectus is issued, approved by relevant authorities, then a Programme Memorandum would receive approval.

29/09/2014 Sens Document: ABRIDGED PROSPECTUS – OFFER TO SUBSCRIBE FOR PREFERENCE SHARES OF THE COMPANY. This abridged prospectus announcement is not a prospectus, but is issued in compliance with Companies Act, 2008, for the purpose of giving information to the public in relation to the company, the Offer and the Offer Preference Shares, which are offered in terms of a registered prospectus, which was filed with the Companies and Intellectual Property Commission on 26 September 2014.

The company intends offering multiple tranches of preference shares to the public in the future, under the Programme. The Prospectus relates to the first tranche issued under the Programme. The company Financial Services is registered with the FSB as a Financial Services Provider, Ecsponent Financial Services (licence number 32968) to provide intermediary services between product providers and the public in general.

Funding will be raised through the issue of Preference Shares as and when needed and there is no minimum subscription amount.

The same document contradicts this: “Applicants who wish to subscribe for Class A Preference Shares and Class B Preference Shares must subscribe for a minimum amount of R10 000 per applicant - Class C Preference Shares are subject to a minimum subscription amount of R100 000 per applicant”.

If the company fails to rectify a default event in respect of a class of Offer Preference Shares within 3 (three) months of the default event, a default event being:

* non-payment of 3 (three) consecutive dividend amounts on Class A and Class C Preference Shares, the Offer Preference Shares of that class shall become convertible into ordinary shares.

Save in the event of non-rectification of a default event as set out above, the Offer Preference Shares are not convertible.

However: Point 10 of the “Quotation” states: “All investments can be redeemed prior to the end of the end of the investment term but only on the JSE”. Preference Shares are not listed on the JSE, investors would have to dematerialize and do a conversion to Ordinary Shares prior to trading on the JSE, this would be a direct contradiction to the terms and conditions of the This abridged prospectus announcement is not a prospectus - Offer and the Offer Preference Shares

Point 12 of the Quotation: “Capital returned to investor after investment period” The company further confirms to investors the following: Preference Shares can only be bought over by the company themselves for the same price paid for them, free from any deduction to the investor. Preference Shares cannot be traded on the JSE, as they can be used as “Collateral”.

1. This Prospectus document has been published and listed with both the Company and the JSE.

2. This document has also never been listed as part of the contract entered into and between the investor and the company. The document check list does not make provision for this document.

Programme Memorandum Number 2 dated on the 15th of December 2015 – an unsigned copy listed with the JSE, approved by the JSE, for publication. The JSE receives this document on the 15th day of December 2015, unsigned and approves this document on the same day?

1. JSE has shared the link to the “Regulatory Documents” on the Issuer’s Listing to verify the above statement.

5. Questro the debt sponsor appointed on the 01st day of September 2014 has at no time commented to the existence of this document.

6. The company has never been able to supply a copy as requested to any investor.

7. This document has also never been listed as part of the contract entered into and between the investor and the company. The document check list does not make provision for this document

Page 43, Note 1.5 Clearly states: There is no active trading market for the Preference Shares.

This raises the question as per the noted of the “QUOTATION” –: Point 10 of the “Quotation” states: “All investments can be redeemed prior to the end of the end of the investment term buy only on the JSE” Preference Shares” are not listed on the JSE, you would have to dematerialize and do a conversion to Ordinary Shares prior to trading on the JSE, this would be a direct contradiction to the terms and conditions of the Prospectus.

Programme Memorandum number 3. This document has been received and accepted by investors, as listed behind (Page 2) the Pricing Supplement. The heading clearly stating “ECSPONENT LIMITED – PROGRAMME MEMORANDUM”. This document is ambiguous and not completed, in various instances not accepted by the investors.

Programme Memorandum number 4. This document has been published by both the company and the JSE on various platforms, there is no dispute that this document exists and would be valid for any persons investing after the 26th of September 2017. However, any other investor prior to this Programme Memorandum could not do any form of due diligence on the product they were investing in – which raises the question as to a meeting of minds.

26/09/2017 (3) SENS (the “Offer”), and the subsequent listing of the above classes of preference shares (collectively the “Offer Preference Shares”), under the R5 billion Preference Share Programme established by subsequently approved by the JSE on 15 December 2015 and on 22 September 2017 (“the Programme”). Here no mention is made to the Programme Memorandum of the 8th of September 2014. The Offer Preference Shares will be allotted subject to the provisions of the memorandum of incorporation of Ecsponent and will rank pari passu amongst each other in all respects, including distributions, but in priority to the ordinary shares of the Company, which are also listed on the JSE under share code ECS. Class A, Class B and Class C Preference Shares rank concurrently with regard to dividend and capital repayments (excluding arrear amounts), and in priority to ordinary shares and Class D, Class E and Class G Preference Shares. This announcement contains the salient information in respect of Ecsponent, which is more fully described in the Prospectus, which will be made available to interested investors from today on the Company’s website (https://www.ecsponentlimited.com/).

There is only a mention of the Programme Memorandum dated the 15th of December 2015, no mention of prior Program Memorandums.

Should any investor as from 29th September 2014 through to September 2017, have wanted to or was technically intermediate to do any due diligence on the investment through the company, the route of going through the company’s website would not have offered any information. The information given – handed or made available to potential investors was through a barrage of television adverts, financial talks, the brokers and newsletters supplied by the company.

There is no “PROGRAM MEMORANDUM” uploaded by Ecsponent Limited prior to July 2016 on the World Wide Web, this document dated 15 December 2015 was only uploaded on the 13th of July 2016, by Rosemond Horn, (Lorraine) on SILO and DOTPLAYER, using a Fttp/: file, linked by VOX TELEMUNICATIONS, hosted by Host for Africa, BDSE (B & D System Engineering) listing asterix.bdse.co.za, gateway.bdse.co.za under the co-ordinates -25.766470/28.312964.

It is undisputed that as from 2014 to 2017 Escponent Limited had no fewer than 7 different attempts in securing a suitable website/designer. Understandable that this could have resulted in some confusion and misunderstanding should any investor try to obtain information to the documents prior to 13/07/2016.

Prior to 13/07/2016 the document was and still is only available in English. Prior to 13/07/2017 the document was only available at the offices of Ecsponent Limited during office hours.

There is up and until the posting of this website confusion as to whom was responsible for ensuring that the investors receive this document. If the Broker/Representative never mentions the document, it does not form part of the initial contract signed on behalf of the investor, does it actually exist?

Neither any Prospectus nor Programme Memorandum ever formed part of the Contract as per the Checklist to the complete contract.

As from June 2014 up and until the 06th of February 2020, the company sold a value of R2.3 Billion worth of Preference Shares. See the last date of sales below for actual South African figures as supplied by the SENS DOCUMENT.

Preference share – Debt: R2.34billion as recorded on the 2020 Financials Page 53- Did this include any and all sales made prior to 06th of October 2014

Misstatements Regarding Preference Shares: Investors investing in Preference Shares as from prior to June 2014 to September 2017 -under what document would they have been “governed”?

No Program Memorandum Exists on the JSE or on the company Limited nor the company Holdings Limited website relating to these dates under the Heading “Prospectus and Memorandums”.

The first “Program Memorandum” listed by the company within the company’s website is during September 2017.

Issue and listing date 4 February 2020 – A value of R22 920 000 (Only for this day)

Redemptions according to the Balance Sheet, Annual Financial Records of March 2020 state on Page 78 a total amount of R37 559 096.64 equalling to 1.77% of the full capital invested within the company by Pensioners and other investors.

Class B Shares: 68680 at R100.00 An aggregate redemption amount of R6 868 000.00

Class C Shares: 247100 at R100.00 An aggregate redemption amount of R24 710 000.00

The confusion is now with regard to what Afristrat reports and records on the JSE:

Number of preference shares being, Class A 61 332, Class B 68 680, Class C 247 100 Redeemed shares, these balance out with the Financial Reports as above, however:

Balance Sheet 2019 : “In 2014, we introduced a preference share programme, which offered investors attractive yields and 100% capital redemptions after five years. The first of these redemptions took place in September this year, with a significant percentage of investors entrusting their investments to us for a second term.

On the above statement after only redeeming 1.77% of capital to investors and investors re-investing, that would mean that they actually redeemed less than 1%.