RGT SMART MARKET INTELLIGENCE LIMITED

(Incorporated in the Republic of South Africa) (Registration number 2008/014367/06)

(“the Company” or “RGT SMART”) ISIN Code: ZAE0000143715 Share code: RGT

PROSPECTUS Prepared and issued in terms of the Listings Requirements (“the Listings Requirements”) of the JSE Limited (“the JSE”) and the Companies Act, 1973 (Act 61 of 1973), as amended (“the Act”), relating to an offer for subscription of RGT SMART ordinary shares by way of:

• an offer by the Company for subscription of up to 57 000 000 ordinary shares in the issued share capital of the Company at an issue price of 10 cents per ordinary share; and

• the subsequent listing of the ordinary shares of RGT SMART on the Alternative Exchange (AltX) of the JSE.

Opening date of the offer at 09h00 on Monday, 15 March 2010 Closing date of the offer at 12h00 on* Anticipated listing date on AltX at commencement of trade on

Wednesday, 07 April 2010

Wednesday, 14 April 2010 *Shareholders wishing to subscribe for ordinary shares in dematerialised form must advise their Central Securities Depository Participant (“CSDP”) or broker of their acceptance of the offer to subscribe for shares in the manner and within the cut-off time stipulated by their CSDP or broker. In the event of an over-subscription in terms of the offer, the directors will adjust the allocation of applicants on an equitable basis in accordance with the JSE Listings Requirements. The shares offered in terms of this prospectus will rank pari passu with the existing ordinary shares in RGT SMART. At the date of closing of the offer and assuming that the offer is fully subscribed, RGT SMART’s share capital will comprise 500 000 000 authorised ordinary shares and 437 800 000 issued ordinary shares of R0.01 each with share capital value of R4 378 million and share premium of R39 130 million. There will be no convertible or redeemable shares issued. There is a minimum subscription of 38 080 000 which needs to be raised by the issue of shares in terms of this prospectus in order to achieve the 10% spread of shareholders as stipulated in the AltX Listings Requirements and hence this offer has not been underwritten. The Company does not have any treasury shares in issue. Subject to achieving a minimum share capital and reserves of R2 million as defined in the JSE Listings Requirements as well as achieving the required spread of public shareholders in terms of the JSE Listings Requirements, which stipulates that the public must hold a minimum of 10% of each class of equity securities and the number of public shareholders shall be at least 100, being obtained pursuant to the offer, the JSE has granted RGT SMART a listing in respect of up to 437 800 000 ordinary shares on the AltX under the abbreviated name “RGT SMART”, share code “RGT” and ISIN ZAE0000143715. It is anticipated that the listing of the shares on AltX will become effective from the commencement of business on Wednesday, 14 April 2010. Applications for ordinary shares in RGT SMART must be for a minimum of 10 000 ordinary shares at 10 cents per share, amounting to R1 000, and in multiples of 100 ordinary shares thereafter. Fractions of shares in RGT SMART will not be issued. The shares in RGT SMART will only be trading in electronic form and, as such, all investors who elect to receive their ordinary shares in RGT SMART in certificated form, will have to dematerialise their certificated shares should they wish to trade therein. The directors, whose names are given in paragraph 5.1 of this document collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the prospectus contains all information required by law and the JSE Listings Requirements.

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The Designated Advisor, Corporate Advisor, Auditors, Reporting Accountants, Attorneys, Commercial Banker and Transfer Secretaries, whose names are set out in this prospectus, have given and have not, prior to registration, withdrawn their written consents to the inclusion of their names in the capacities stated. An English copy of this prospectus, accompanied by the documents referred to under “Registration of Prospectus” in paragraph 14 of this prospectus, was registered by the Registrar of Companies on 12 March 2010 in terms of section 155(1) of the Companies Act, 1973 (Act 61 of 1973), as amended. Designated Advisor Arcay Moela Sponsors

Corporate Advisor Business Consultants International

Attorneys Gordon, Stevens & Ranchoojee Attorneys

GSR Auditor, Reporting Accountants Mazars Moores Rowland

Independent Professional Expert Moore Stephens (JHB) Corporate Finance (Pty) Ltd

Date of issue: 15 March 2010

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CORPORATE INFORMATION Directors AA Da Costa* (Chairman) PB de Vantier (CEO) CW Reed (FD) Dr NS Bruton M Krüger GJ Grundlingh AW Calcutt J Magliolo* H Coetzee (Alternate) * Non-executive

Secretary and Registered Office [39] Arcay Client Support (Proprietary) Limited (Registration number 1998/025284/07) Arcay House II Number 3 Anerley Road Parktown Johannesburg, 2193 (PO Box 62397, Marshalltown, 2107)

Designated Advisor Arcay Moela Sponsors (Proprietary) Limited (Registration number 2006/033725/07) Arcay House II Number 3 Anerley Road Parktown Johannesburg, 2193 (PO Box 62397, Marshalltown, 2107)

Transfer Secretaries Link Market Services South Africa (Proprietary) Limited (Registration number 2000/007239/07) 5th Floor 11 Diagonal Street Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000)

Auditors and Reporting Accountants Mazars Moores Rowland (Practice number 900222) 2nd Floor 5 St Davids Place Parktown Johannesburg, 2193 (PO Box 6697, Johannesburg, 2000)

Attorneys Gordon, Stevens & Ranchhoojee Attorneys Arcay House II Number 3 Anerley Road Parktown Johannesburg, 2193 (PO Box 3303, Parklands, 2121)

Corporate Advisor Magliolo Denny & Associates, trading as, Business Consultants International (Registration number 2003/022042/23) 1 Umtata Avenue Gallo Manor Johannesburg, 2096 (Postnet #164, X23, Gallo Manor, 2052)

Group Bankers Absa Bank Limited (Registration number 1986/004794/06) 2nd Floor, Corporate Place 72 Ring Road Greenacres, 6045 (PO Box 27866, Greenacres, 6057)

Independent Professional Experts Moore Stephens (Jhb) Corporate Finance (Pty) Limited (Registration number 2007/023666/07) 7 West Street Houghton, 2198 (PO Box 1574, Houghton, 2041)

Physical address and place and date of incorporation 5 8th Avenue Summerstrand Port Elizabeth 6001 Incorporated in South Africa on 11 June 2008

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CONTENTS

Page Corporate information 2 Definitions 4 Salient features 8 Salient dates 10 Prospectus 1 Introduction 11 2 Purpose of the offer 11 3 Background, incorporation and nature of business 11 4 Major shareholders 15 5 Directors and senior management 16 6 Profit history, estimate and forecast and dividend policy 23 7 Assets, liabilities and other financial information 25 8 Share capital 27 9 Particulars of the offer 28 10 Expenses 32 11 Material contracts and other matters 32 12 Litigation statement 34 13 Statement on corporate governance 34 14 Registration of prospectus 34 15 Directors’ responsibility statement 34 16 Documents for inspection 35 17 Paragraphs of Schedule 3 to the Act that are not applicable 35 Annexures

1 Independent reporting accountant’s report on the historical financial information of RGT SMART

36

2 Historical financial information of RGT SMART 38

3 Independent reporting accountant’s report on the pro forma financial information of RGT SMART

66

4 Pro forma financial information of RGT SMART 69

5 Independent reporting accountant’s report on the profit estimate and forecasts of RGT SMART

71

6 Profit estimate and forecast on RGT SMART 73 7 Alterations to share capital and premium on shares 75 8 Details of immovable property owned and leased from third parties 76 9 Other directorships held by directors of RGT SMART 77 10 Code of corporate practice and conduct 79 11 Material borrowings and inter-company loans 82 12 Subsidiary companies 83 13 Extracts from the Articles of Association 84 14 Independent Valuation Report 95 Application form

Attached

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DEFINITIONS In this prospectus and the annexures hereto, unless the context indicates otherwise, references to the singular include the plural and vice versa, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations of persons and vice versa, and the words in the first column hereunder have the meanings stated opposite them in the second column, as follows: “Absa Bank Limited” Absa Bank Limited (Registration number 1986/004794/06), a public company duly

incorporated in accordance with the laws of South Africa and having its registered address at 2nd Floor, Corporate Place, 72 Ring Road Greenacres, 6045;

“the Act” the Companies Act, 1973 (Act 61 of 1973), as amended;

“AltX” the Alternative Exchange of the JSE;

“Arcay” Arcay Moela Sponsors (Proprietary) Limited, (Registration number 2006/033725/07), a private company incorporated in accordance with the laws of South Africa and designated advisor to RGT SMART;

“auditors” or “independent reporting accountants”

Mazars Moores Rowland (Practice number 900222), registered auditors having their registered address at 5 St Davids Place, Parktown, Johannesburg, 2193 (PO Box 6697, Johannesburg, 2000);

“BBBEE Act” Broad-Based Black Economic Empowerment Act 2003 (Act 53 of 2003) (as amended);

“BEE” or BBBEE” the economic empowerment of all black people, including women, workers, youth, people with disabilities and people living in rural areas, through diverse but integrated socio-economic strategies as defined in the BBBEE Act;

“BCI” Magliolo Denny & Associates, trading as Business Consultants International CC, (Registration number 2003/022042/23), a close corporation duly registered and incorporated under the Close Corporation Act 69 of 1984 of South Africa, having its registered address at 1 Umtata Avenue, Gallo Manor, Johannesburg, 2096 and which close corporation is wholly-owned by J Magliolo, a director of RGT SMART;

“board of directors” or “the board”

the present board of directors of RGT SMART, further details of whom appear in paragraph 5 of this prospectus;

“broker” any person registered as a “broking member (equities)” in terms of the Rules of the JSE made in accordance with the provisions of the SSA, 2004 (Act 36 of 2004);

“business day” any day other than a Saturday, Sunday or public holiday in South Africa;

“certificated shareholders”

holders of certificated shares;

“certificated shares” issued ordinary shares which have not yet been dematerialised, title to which is represented by share certificates or other physical documents of title;

“CIPRO” Companies and Intellectual Property Registration Office (formerly the Registrar of Companies);

“common monetary area”

South Africa, the Republic of Namibia and the Kingdoms of Swaziland and Lesotho;

“controlling shareholders”

the controlling shareholders of RGT SMART before and after the offer, being the founders;

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“CSDP” a Central Securities Depository Participant, accepted as a participant in terms of the

Securities Services Act, as amended, appointed by an individual shareholder for purposes of, and in regard to the dematerialisation of documents of title for purposes of incorporation into Strate;

“dematerialised shareholder”

holders of dematerialised shares;

“dematerialised shares”

issued ordinary shares which have been incorporated into Strate and which are no longer evidenced by physical documents of title, but the evidence of ownership of which is determined electronically and recorded in a subregister maintained by a CSDP;

“designated advisor” Arcay;

“directors” or “directors of RGT SMART”

the directors of the Company whose details are set out in paragraph 5 and Annexure 9 to this prospectus;

“documents of title” share certificates, certified transfer deeds, balance receipts or any other documents of title acceptable to RGT SMART in respect of shares;

“EBITDA” Earnings before interest, taxation, depreciation and amortisation;

“emigrant” an emigrant from South Africa whose address is outside the common monetary area;

“Exchange Control Regulations”

the Exchange Control Regulations, promulgated in terms of Section 9 of the Currency and Exchanges Act, 1933 (Act 9 of 1933), as amended;

“the founders” the founders of RGT SMART being the RGT vendors and the KA SMART vendors;

“the Group” or “the RGT SMART Group”

RGT SMART and its subsidiaries from time to time;

“IFRS” International Financial Reporting Standards, which comprise standards and interpretations approved by the International Accounting Standards Board, International Financial Reporting Interpretations Committee and International Accounting Standards, and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee;

“incorporation” the date of incorporation of RGT SMART, being 11 June 2008;

“independent experts” or “independent professional experts” or “Moore Stephens”

Moore Stephens (Jhb) Corporate Finance (Pty) Limited (Registration number 2007/023666/07) having their registered address at 7 West Street, Houghton, 2198 (PO Box 1574, Houghton, 2041);

“IT” Information Technology;

“JSE” JSE Limited (Registration number 2005/022939/06), a public company duly incorporated in accordance with the laws of South Africa and licensed as an exchange under the SSA;

“Kanema” Kanema Investments (Proprietary) Limited (Registration number 1985/002721/07), a private company duly registered and incorporated with limited liability under the company laws of South Africa, having its registered address at Suite 3, 21 Barton road, Cotswold, Port Elizabeth, 6025 of which M Kruger is a director;

“KA SMART” KA SMART Management Consulting (Proprietary) Limited (Registration number 2001/013329/07), a private company duly registered and incorporated with limited liability under the company laws of South Africa, having its registered address at 9, 3rd Avenue, Newton Park, Port Elizabeth, 6045, a wholly-owned subsidiary of RGT SMART;

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“KA SMART acquisition”

the acquisition of KA SMART with effect from 01 June 2008 from the KA SMART vendors for a purchase consideration of R14 000 000 settled though the issue of 130 666 666 new shares in RGT SMART on incorporation of the Company on 11 June 2008 at 10.71429 cents each as detailed in paragraph 11 of this prospectus;

“KA SMART acquisition agreements”

the three agreements with the KA SMART vendors for the KA SMART acquisition;

“KA SMART vendors”

the vendors of KA SMART being The Paul de Vantier Family Trust (No. IT 447/2006) (70.1%) of 21 Erebus Street, Summerstrand, Port Elizabeth, 6001, The Greenhills Family Trust (No. IT 440/2007) (17.4%) of Greenhills Farm, Kragga, Kamma Road, Port Elizabeth, 6001 represented by Anthony Calcutt and The Alfred Da Costa Family Trust (No. IT 1062/98) (12.5%) of 3 Kolbe Crescent, Summerstrand, Port Elizabeth, 6001 and together the joint founders of RGT SMART with the RGT vendors;

“KRUCORP”

MKPI CC (Registration number 1986/00965/323), trading as KRUCORP, a private company duly registered and incorporated with limited liability under the company laws of South Africa, having its registered address at 14 Seventh Avenue, Summerstrand, Port Elizabeth, 6001;

“King Code” King Code I, II & III on Corporate Governance for South Africa, where applicable;

“last practicable date”

the last practicable date prior to the finalisation of this prospectus, being Monday, 08 March 2010 2010;

“the listing” the proposed listing on AltX of the entire issued ordinary share capital of RGT SMART, being 437 800 000 ordinary shares of R0.01 each with a share code RGT and ISIN ZAE0000143715, which is expected to occur on Wednesday, 14 April 2010;

“the Listings Requirements”

the Listings Requirements of the JSE, as amended from time to time by the JSE;

“NAAMSA” the National Association of Automobile Manufacturers of South Africa;

“NADA” the National Automobile Dealers’ Association;

“non-resident” a person whose registered address is outside the common monetary area and who is not an emigrant;

“offer for subscription” or “the offer”

an offer in terms of which the Company is offering for subscription, 57 000 000 ordinary shares of 1 cent each at an issue price of 10 cents per ordinary share;

“ordinary shares” or “shares”

ordinary shares in the share capital of the Company, having a par value of 1 cent each;

“own-name registration”

registration in own name of shareholders who hold/will hold ordinary shares which have been dematerialised and are recorded by a CSDP on the sub-register kept by that CSDP in the name of such shareholder;

“this prospectus” the bound document dated 15 March 2010, including all annexures and enclosures thereto;

“Rand” or “R” or “cents”

the official currency of South Africa;

“recognised financial institution”

a practicing member of the JSE, a registered insurance company, a registered portfolio manager, a registered designated advisor, a registered sponsor or a registered bank;

“register” the register of RGT SMART shareholders;

“Registrar” the Registrar of Companies in South Africa;

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“RGT” Republic Computer Services (Proprietary) Limited (Registration number 1969/018497/07), trading as “Response Group Trendline” or “RGT”, a private company duly registered and incorporated with limited liability under the company laws of South Africa, having its registered address at 5, 8th Avenue, Summerstrand, Port Elizabeth, 6019, a wholly-owned subsidiary of RGT SMART;

“RGT acquisition”

the acquisition of RGT with effect from 01 June 2008 from the RGT vendors for a purchase consideration of R23 500 000 settled though the issue of 219 333 334 new shares in RGT SMART on incorporation of the Company on 11 June 2008 at 10.71429 cents each as detailed in paragraph 11 of this prospectus;

“RGT acquisition agreements”

the two agreements with the RGT vendors for the RGT acquisition;

“RGT SMART” or “the Company”

RGT SMART Market Intelligence Limited (Registration number 2008/014367/06), a public company duly incorporated with the laws South Africa on 11 June 2008 having its registered address at Number 5, 8th Avenue, Summerstrand, Port Elizabeth, 6019 (PO Box 32013, Summerstrand, Port Elizabeth, 6001);

“RGT vendors”

the vendors of RGT in terms of the RGT acquisition being The Krüger Primary Trust (No. IT 573/2001) (51%) of 14 7th Avenue Summerstrand, Port Elizabeth, 6001 and The Bruton Primary Trust (No. IT 569/2001/3) (49%) of 130 Church Road, Walmer, Port Elizabeth, 6070 and together the joint founders of RGT SMART with the KA SMART vendors;

“SAAMA” the South African Agricultural Machinery Association;

“SA GAAP” South African Statements of Generally Accepted Accounting Practice;

“SAMBRA”

the South African Motor Body Repairers Association;

“SARB” the South African Reserve Bank;

“SSA”

Securities Services Act, 2004 (Act 36 of 2004) (as amended);

“SENS” the Securities Exchange News Service of the JSE;

“shareholders” the holders of issued ordinary shares;

“SMS” Short Messaging System;

“South Africa” or “the Republic”

the Republic of South Africa;

“Strate” the settlement and clearing system used by the JSE, managed by Strate Limited, (Registration number 1998/022242/06), a public company duly incorporated in accordance with the laws of the Republic of South Africa;

“transfer secretaries” Link Market Services South Africa (Proprietary) Limited, (Registration number 2000/007239/07) having its registered address at 5th Floor, 11 Diagonal Street, Johannesburg, 2001, (PO Box 4844, Johannesburg, 2000);

“VAT” value-added taxation in terms of the Value-Added Tax Act 1991 (Act 89 of 1991); and

“vendors” being the RGT vendors and KA SMART vendors;

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SALIENT FEATURES INTRODUCTION This prospectus relates to an offer for subscription of 57 000 000 ordinary shares of R0.01 each in the share capital of RGT SMART at an issue price of 10 cents per share. This prospectus is issued in terms of the Act and has been prepared in accordance with the JSE Listing Requirements. The relevant number of each applicable paragraph to Schedule 3 to the Act is given in parentheses after the appropriate paragraph heading of this prospectus. PURPOSE OF THE OFFER AND LISTING In terms of the offer, selected and public investors will be offered the opportunity to subscribe for ordinary shares. The purpose of the offer and listing is to accelerate growth of RGT SMART into a significant player through: • enhancing the profile and credibility of both KA SMART and RGT, both locally and in Africa; • raising awareness of the two subsidiaries and RGT SMART in their target markets and more generally

with strategic investors and members of the public; • positioning RGT SMART to attract and retain key human resources by means of the implementation of a

share incentive scheme in the foreseeable future; • increasing its capital base in order to take advantage of future growth opportunities; as specified in the

research report (available on request as well as on the Company’s website); in South Africa and globally; • providing management, staff, selected black economic empowerment investors, financial institutions and

associates the opportunity to participate directly in the equity of RGT SMART; and • raising the necessary funding to allow the Company to fund future strategic acquisitions. SUMMARY OF HISTORICAL FINANCIAL INFORMATION Extracts from the income statements of RGT SMART for the six months ended 31 August 2009 and the year ended 28 February 2009 are set out below and further details are set out in paragraph 6 of this prospectus. Income Statement Six months ended

31 August 2009 R’000

Year ended 28 February 2009

R’000 Revenue 13 238 21 689 Cost of sales (1 371) (3 255) Gross profit 11 867 18 434 Other income - - Operating expenses (7 940) (14 267) Operating profit 3 927 4 167 Investment income 1 11 Finance costs (163) (280) Profit before taxation 3 765 3 898

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PRO FORMA FINANCIAL EFFECTS The pro forma balance sheets and income statements have been prepared for illustrative purposes only, to provide information on how the offer would have impacted on the financial position of RGT SMART, had the issue of shares been effected on 31 August 2009 for balance sheet purposes and as at 01 March 2009 for income statement purposes. The nature of the pro forma balance sheet and income statement may not fairly present RGT SMART’s financial position, changes in equity, and results of operations or cash flow information after the offer. Balance Sheet Six month

reviewed 31 August 2009

R’000 “A”

Pre-Listing share based payments

R’000

“B”

Offer for subscription

R’000

“C”

Pro forma 31 August 2009

R’000

“D” ASSETS Non-current assets Property, plant and equipment 419 - - 419 Goodwill 19 439 - - 19 439 Intangible assets 3 662 - - 3 662 Current assets Trade and other receivables 3 024 - - 3 024 Current tax asset 200 - - 200 Cash and cash equivalents 441 - 1 297 1 738 Total assets 27 185 - 1 297 28 482 EQUITY AND LIABILITIES Capital and reserves Share capital 1 308 570 879 Share premium - 2 101 4 845 6 946 Reserves 1 124 (1 124) - - Retained income 15 869 (1 285) (872) 13 712 Non-current liabilities Deferred taxation 21 - - 21 Current liabilities Other financial liabilities 2 930 - (2 930) - Shareholders loans 98 - - 98 Current tax payable 1 060 - - 1 060 Trade and other payables 5 469 - - 5 469 Provisions 297 - - 297 Bank overdraft 316 - (316) - Total equity and liabilities 27 185 - 1 297 28 482 Shares in issue 350 000 200 30 799 800 57 000 000 437 800 000 Net asset value per share (cents)

4.86 - 7.97 4.92

Net tangible asset value per share (cents)

(1.75) - 7.97 (0.36)

Income Statement Six month

reviewed 31 August 2009

R’000 “A”

Pre-Listing share based

payments R’000

“B”

Offer for subscription

R’000

“C”

Pro forma 31 August

2009 R’000

“D” Revenue 13 238 - - 13 238 Cost of sales (1 371) - - (1 371) Gross profit 11 867 - - 11 867 Other income - - - - Operating expenses (7 940) (1 471) (872) (10 283) Operating profit 3 927 (1 471) (872) 1 584 Investment revenue 1 - - 1 Fair value adjustments - - - - Finance costs (163) - 163 - Profit before taxation 3 765 (1 471) (709) 1 585

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Taxation (1 291) - (46) (1 337) Profit for the period 2 474 (1 471) (755) 248 Earnings per share (cents) 0.71 (4.78) (1.32) 0.06 Headline earnings per share (cents) 0.71 (4.78) (1.32) 0.06 Fully diluted shares (‘000’s) 350 000 30 800 57 000 437 800 Further information on the pro forma financial effects, estimate and forecast is detailed in this prospectus. SUMMARY OF ESTIMATE AND FORECAST FINANCIAL INFORMATION The RGT SMART estimate and forecast for the years ending 28 February 2010 and 28 February 2011 respectively are summarised below and further details are included in Annexure 6 of this prospectus. In addition, a forecast for the year ending 29 February 2012 has been included. The estimate and forecasts set out below are not based on the assumption that the public offer of 57 000 000 new shares in terms of the prospectus is fully subscribed but is based on the existing RGT SMART business.

SALIENT DATES AND TIMES 2010

Offer opens at 09h00 on

Monday, 15 March

Offer closes at 12h00 (see notes below) on

Wednesday, 07 April

Anticipated listing date on AltX at commencement of trade on

Wednesday, 14 April

Notes: 1. The dates and times provided for in this prospectus are subject to amendment. Any such amendment will

be published on SENS. 2. Shareholders wishing to receive ordinary shares in dematerialised form must advise their CSDP or broker

of their acceptance of the offer to subscribe for shares in the manner and within the cut-off time stipulated by their CSDP or broker.

COPIES OF THE PROSPECTUS English copies of this prospectus may be obtained during business hours from Monday, 15 March 2010 up to and including Wednesday, 07 April 2010 from the registered offices of RGT SMART.

28 February 2010 28 February 2011 29 February 2012 R’000 R’000 R’000 Revenue 25 158 31 315 35 578 Cost of sales (3 164) (4 616) (5 577) Gross profit 21 994 26 699 30 001 Operating expenses (17 210) (16 587) (18 091) Operating profit before interest 4 784 10 112 11 910 Impairment of goodwill (1 990) - - Interest received 1 112 119 Finance costs (230) (42) (57) Profit before taxation 2 564 10 182 11 972 Taxation (1 906) (2 455) (2 831) Secondary tax on companies (400) - - Profit after taxation 258 7 727 9 141 Profit attributable to ordinary shareholders 258 7 727 9 141 Fully diluted shares (‘000’s) 350 000 430 434 437 800 Earnings per share (cents) 0.07 1.80 2.09 Headline earnings per share (cents) 0.64 1.80 2.09

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RGT SMART MARKET INTELLIGENCE LIMITED (Incorporated in the Republic of South Africa)

(Registration number 2008/014367/06) (“the Company” or “RGT SMART”)

ISIN Code: ZAE0000143715 Share code: RGT PROSPECTUS 1. Introduction

This prospectus relates to an offer for subscription of 57 000 000 ordinary shares of R0.01 each in the share capital of RGT SMART at an issue price of 10 cents per share. This prospectus is issued in terms of the Act and the Listings Requirements. The relevant number of each applicable paragraph to Schedule 3 to the Act is given in parentheses after the appropriate paragraph heading of this prospectus.

2. Purpose of the offer and listing

In terms of the offer, selected and public investors will be offered the opportunity to subscribe for ordinary shares. RGT SMART will, in terms of this prospectus, raise up to R5 700 000 before anticipated expenses of R1 612 429 through the issue of 57 000 000 new shares at 10 cents per share, which capital will be utilised as set out below.

The purpose of the offer and listing is to accelerate the growth of RGT SMART into a significant player through:

• enhancing the profile and credibility of both KA SMART and RGT, both locally and in Africa; • raising awareness of the two subsidiaries and RGT SMART in their target markets and more

generally with strategic investors and members of the public; • positioning RGT SMART to attract and retain key human resources by means of implementation of a

share incentive scheme in the foreseeable future; • increasing its capital base in order to take advantage of future growth opportunities; as specified in

the research report (available on request as well as on the Company’s website); in South Africa and globally;

• providing management, staff, selected black economic empowerment investors, financial institutions and associates the opportunity to participate directly in the equity of RGT SMART; and

• raising the necessary funding to allow the Company to fund strategic acquisitions.

Upon full subscription in terms of this prospectus, the issued share capital of the Company will comprise 437 800 000 issued ordinary shares of R0.01 each.

3. Background, incorporation and nature of business 3.1 Introduction

RGT SMART was incorporated as a public company in the Republic of South Africa on 11 June 2008 in order to act as the holding company for the RGT SMART Group ahead of the Group’s intended listing. RGT SMART was established by the founders and there has been neither change in control nor a change in trading objects since the incorporation of the Company. RGT SMART is an investment holding company engaged in market intelligence and data analysis in all aspects and related activities and operates in South Africa. RGT SMART currently has two wholly-owned subsidiaries namely; KA SMART, currently representing approximately 30% of the business based on both turnover and profitability, which focuses on the Group’s management consultancy portion of the business and which was incorporated on 26 June 2001, and RGT, currently representing approximately 70% of the business, which focuses on the Group’s statistical information for the automotive industry and which was incorporated on 30 December 1969. Other than the acquisition of RGT and KA SMART in June 2008, there has been neither change in control nor a change in trading objects since the incorporation of RGT or KA SMART in the past five years. The vendors of RGT and KA SMART have become the controlling shareholders in RGT SMART. RGT SMART has no government protection and investment encouragement law affecting the business or its subsidiaries.

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3.2 Group Structure

The current structure of the RGT SMART Group is set out below.

3.3 KA SMART

Established in 2001, KA SMART is primarily a specialist market research company, providing high value market intelligence, market research and consulting services. While the company operates across all industries, management’s experience base and track record has tended to focus the business on the South African motor industry. Typical KA SMART projects involve market evaluations for new and existing products, across all industries but with a strong focus on the motor industry, providing advanced analysis and interpretation to assist clients in making critical strategic decisions. This is in direct alignment to global trends. KA SMART is also involved in customer satisfaction and service quality systems (SQS) for a number of clients. After a development and testing phase in 2005, KA SMART launched an SQS program for the Motor Body Repairer (MBR) industry that has been spectacularly successful. The system involves the integration of SMS, Email, Internet and Call-Centre technology and has grown to a subscriber base of over 600 subscribers. The program is now a compulsory component of MBR approvals for Audi, Citroën, Cadillac, Chevrolet, Chrysler, Dodge, Honda, Hummer, Jaguar, Jeep, Land Rover, Lexus, Mercedes Benz, Mitsubishi, Nissan, Opel, Renault, SAAB, Subaru, TATA, Toyota, Volkswagen and Volvo. Growth and development is ongoing. KA SMART has developed exclusive technology and is contracted primarily through referrals and repeat business. Long-standing relationships with major players in the motor industry result in a flow of enquiries and contracts and ensure ongoing business for the company. In the motor industry, the expertise, experience and reputation of directors Messrs PB de Vantier and AW Calcutt further ensure business opportunities. KA SMART’s exclusive technology is presently not available elsewhere and a number of clients are contractually committed to use KA SMART services on an ongoing basis. Income Streams The company is focusing sales and business activity in a number of key revenue generating areas:

• MBR SQS • DSI & CSI Projects • Ad Hoc Research Projects • New Product/Vehicle Clinics • Multi-Client Reports/Projects • SQS Lite • Other SQS • Motor Dealer SQS • Fast Fit Industry SQS

KA SMART

100% 100%

RGT

RGT SMART

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These are expanded on below: MBR SQS: KA SMART developed a unique product – the Service Quality System (SQS). This system provides clients with a systematised process for customer care and service level improvement. Technology based using a custom developed software platform; the program is inexpensive and highly effective. The business model is considered innovative. • The effectiveness of the program enabled KA SMART to secure contracts with most major

brands that have made the program a compulsory component for all their “Approved” motor body repairers.

• The contracts with these manufacturers are of indefinite duration with 12 month termination clauses. The contracts with their respective motor body repairers individually require three month’s notice of termination if, for example the individual motor body repairer were to lose his manufacturer approval/s.

• Many of the MBRs have multiple approvals and therefore even if an individual MBR lost one or more of the approvals held they would still be committed to the program. This provides stability for the program to endure – the loss of one – or even more of the manufacturer contracts would, because of the overlap, have little or no material impact on the program’s revenue. There are currently over 600 MBRs contracted to the program.

• The MBR SQS program’s growth potential is still significant – there are key opportunities for further growth: o Growth in number of individual MBRs – there are as many as 4 000 motor body

repairers in South Africa, but realistically only 1 000 are sufficiently sophisticated to be considered for manufacturer approval status – this then sets the upper limit for the potential for the MBR SQS product/service.

o Growth in number of SQS specifying Manufacturers/Other Brands – there are over 35 different manufacturer brands in South Africa and several insurance companies who all have Quality Assurance Programs for “Approved” MBRs growth – securing these contracts does not necessarily add many more individual MBRs but can significantly increase the revenue without adding any additional overhead or expense.

o International Expansion – similar “Approval” programs exist in major international markets in Europe, USA and Australasia – none of whom have a program similar to the KA SMART SQS. KA SMART believes that there is potential for the program to be exported to some international markets.

Motor Dealer SQS: The SQS product is ideal for use by Motor Dealers. There are at least 1 500 franchised motor dealers in South Africa – separate programs would be needed for New Car Sales, Used Car Sales and Vehicle Service thus trebling the potential to 4 500 SQS contracts. Average contract size is at least R1 500 per month making the potential for this product over R100 million per annum.

• A business model similar to that employed to secure the MBR SQS program will be employed. The program has been endorsed by the National Automobile Dealers Association (NADA) and initial discussions and pilot programs with major manufacturers and dealer groups have commenced.

Fast Fit Industry SQS: A version of the SQS program suitable for use in the Fast-Fit (Exhausts/Batteries/Tyres) industry has been developed. There are 2 500 franchised Fast-Fit businesses in South Africa. At R2 500 per month for a program with expanded CRM functionality the program is very cost effective and has a revenue potential of up to R75 million per annum. Again, the established business model will be applied. SQS Lite: A lower cost version of the SQS program has been developed for smaller companies or those who do not need the full service version of the SQS program.

• The South African Motor Body Repairers Association (SAMBRA) has made SQS Lite a compulsory requirement of their national MBR grading program from March 2008. There are potentially 500 SAMBRA graded members who are not yet part of the main SQS program therefore the potential annual income from this contract is over R2 000 000.

• Subscriptions are already in force and the base of customers enrolled in the SQS Lite program is growing.

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New Product/Vehicle Clinics: KA SMART has developed a reputation as an expert in the area of New Vehicle Product Clinics. Typical contracts are valued at R200 000 to R600 000 although many run well over R1 000 000. The work is ad hoc in nature, however with over 35 vehicle brands constantly developing and launching new products, a steady flow of enquiries for these projects is experienced. Ad Hoc Research Projects: A number of projects fall into this category. Although ad hoc in nature many projects are repeated each year. Typical examples are:

• Volkswagen MBR Accreditation – an annually renewed contract to conduct initial evaluations prior to the accreditation of a new VWSA approved motor body repairer.

• WesBank Dealer Satisfaction Index – a contract to measure, every six months, the satisfaction levels of motor dealerships with the various banks and finance houses across South Africa.

• Automotive Pricing Monitor – a monthly project providing tracking and interpretation of price movements in the passenger car segment.

• National Automobile Dealer Association DSI – an annual contract with NADA to measure the satisfaction levels of motor dealerships with their respective manufacturer, importer or franchisor.

• SAVRALA Manufacturer of the Year – an annual contract to produce Manufacturer of The Year results for the South African Vehicle Rental and Leasing Association.

Multi-Client Reports: Multi-client reports are produced speculatively and then sold to a range of clients. The KA SMART National Labour Rate Report is one example which is eagerly anticipated. 2009 will see this report in its fifth year of production.

3.4 RGT

In the 1970s, the National Association of Automobile Manufacturers of South Africa (NAAMSA) began producing and disseminating automotive statistics. Information was supplied by motor manufacturers, and the data programmed into reports, which were distributed back to the motor manufacturers. The above system was maintained at a computer bureau, until Martin Krüger (Managing Director of RGT) offered a superior on-line enquiry version. It is important to note that the system has developed from punch cards for data capture, processing via sequential magnetic tape-driven data devices on a mainframe computer to today’s fast and online reports. The manufacturers are contracted directly with RGT. These agreements have been adhered to for over 20 years. RGT was the first ever on-line computer bureau in the Cape province. The RGT/NAAMSA Online system was hailed as a world-beater in 1986. This ability to think ahead has been a hallmark of the RGT’s success over the long term. Of particular importance is that RGT acts “in association with NAAMSA”. This is reinforced by a legal contract between RGT and NAAMSA as is detailed in paragraph 11.1.6 of this prospectus. The motor manufacturers own the raw data. The power of the RGT/NAAMSA association is that the reworked, merged, enhanced, updated, refreshed data which emerges in the databases now belongs to RGT/NAAMSA under the custody and primary ownership of the Kruger Primary Trust. This data is much sought after, worldwide and an attempt a couple of years ago by a large international statistics company to aggressively enter the South Africa market was successfully fended off. In today’s times the systems start with the receipt of electronic data, video screen auditing, and dissemination of data via both paper as well as the widespread inter-connectivity of internet. The systems are significantly enhanced, with the addition of new vehicle prices and specifications, creating multi-faceted enquiry paths. RGT has an enviable reputation for its ethical manner of doing business. With the co-operative agreements, audited data may not be generally provided to third parties.

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The Essence of RGT

• Sole source of and supplier of new vehicles sales data to the SA motor industry, in association with NAAMSA, for the past 26 years.

• Owns a dynamic and steadily growing database of new vehicle models sold by manufacturer, dealer and town and licensing district in SA by month from 1980 onwards.

• NAAMSA approved supplier of new vehicle specification and pricing data. Majority of internet sites offering access to South African new vehicle specifications and pricing data obtain this data from RGT.

• Since inception, and in close association with the motor manufacturers and importers in SA, has developed a suite of analytical systems which are used on a daily basis by manufacturers and importers, (who reports data in detail to NAAMSA), and their dealer organisations throughout SA.

• Systems have relevance and application opportunities in other industrial sectors and in international markets.

• Company revenue based primarily on regular monthly annuity income from ”blue chip” customers.

• RGT currently has no competitors and is protected by significant barriers to entry for any prospective competitor.

• Is trusted and respected by the South African motor industry. • Has developed large and sophisticated systems in daily use outside of the motor industry

and has a highly respected call centre.

Summary of RGT’s main product range:

• AUTOSTATS Detailed new vehicle volume statistics, including dealership sales performance analysis.

• AUTOPARC Regional vehicle population volumes. • AUTOMSA Vehicle pricing and specification analysis, including vehicle model planning. • AUTOLAUNCH New vehicle product report. • AUTOPROMOTION Manufacturer and dealership vehicle promotional information. • AUTOSPECS New vehicle specification comparison. • AUTOWIZARD One-stop comprehensive vehicle information tool. • AUTOECONOMICS Motor industry and related economic information. • AUTOFORECAST New vehicle regional market forecast report. • AUTOEXPORT Regional new vehicle volumes exported from South Africa. • AUTOCSI Statistical Index of customer satisfaction when buying or servicing a vehicle. • AUTODPE Dealership performance evaluation system, including new vehicle sales

forecasting. • AUTODSA Dealership Service operational analysis, including capacity forecast planning.

Conclusions

• RGT dominates the South African market for new vehicle statistics, including sales volumes, prices and specifications, and motor industry specific analytical systems.

• RGT has the potential to expand its motor industry offerings into the international arena, with possible meaningful applications in selected markets in Africa and potentially South East Asia, dependent primarily upon the supply and availability of data.

4. Major and controlling shareholders

There are no shareholders that are beneficially interested in more than 5% of the Company as at the last practicable date, other than the directors of the Company.

The controlling shareholders are the founders of the Company. There will be no change in control of the Company pursuant to the issue of shares in terms of the offer contained in this prospectus.

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5. Directors and senior management 5.1 Directors of RGT SMART and its subsidiaries

The full name, ages, addresses and occupations of the directors of RGT SMART are set out below:

Name (Age) Business Address Occupation Nationality Alfred Anthony Da Costa (45) Chairman Non-Executive *

IQUAD Place 54 – 58 Mangold Street Newton Park Port Elizabeth 6045

Chairman

South African

Paul Bernard de Vantier (51) Group Managing Director

9 Third Avenue Newton Park Port Elizabeth 6045

Managing Director

South African

Clifford Walter Reed (51) Group Financial Director

Suite 3 21 Barton Road Cotswold Port Elizabeth 6045

Financial Director CA(SA)

South African

Dr Neal Stanley Bruton (53) Executive Director

130 Church Road Walmer Port Elizabeth 6070

Executive Director – Corporate Strategy

South African

Martin Krüger (62) Executive Director

14 Seventh Avenue Summerstrand Port Elizabeth 6001

Executive Director – Information Technology

South African

Gert Johannes Grundlingh (57) Executive Director

5 Eighth Avenue Summerstrand Port Elizabeth 6001

Executive Director

South African

Anthony William Calcutt (37) Executive Director

9 Third Avenue Newton Park Port Elizabeth 6045

Executive Director

South African

Jacques Magliolo (48) Non-Executive Director

1 Umtata Avenue Gallo Manor Johannesburg 2096

Financial Advisor

South African

Heinrich Coetzee (44) Alternate Executive Director

5 Eighth Avenue Summerstrand Port Elizabeth 6001

Alternative Executive Director

South African

* Independent

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The subsidiaries of RGT SMART are RGT and KA SMART.

M Krüger, CW Reed, NS Bruton, GJ Grundlingh and H Coetzee are the directors of RGT and their names, ages, business addresses, qualifications, occupations, nationalities and brief CV’s are included above and in paragraph 5.2. There are no other directors of this subsidiary company.

PB de Vantier, CW Reed and AW Calcutt are the directors of KA SMART and their names, ages, business addresses, qualifications, occupations, nationalities and brief CV’s are included above in paragraph 5.2. There are no other directors of this subsidiary company.

5.2 Profiles of executive and non-executive directors of RGT SMART

The profiles of the executive and non-executive directors of RGT SMART are set out below: Alfred Anthony Da Costa (45) BCom (Hons) Alfred has broad experience in the commercial arena, and strong community and educational affiliations. His career began as chief business advisor for the Small Business Development Corporation (SBDC). He has served as a board member for the Centre for Investment and Marketing in the Eastern Cape (CIMEC). He was the CEO of the Port Elizabeth Regional Chamber of Commerce and Industry (PERCCI). Alfred is currently the CEO of Ukuvula Investment Holdings (Pty) Ltd, a non-executive director at Bidvest Group Limited and the chairman of IQUAD Group Limited. He is also a council member at the University of South Africa (UNISA) and is the current President of PERCCI. Alfred, a non-executive, has been appointed as chairman to the board of RGT SMART on 12 June 2008. Paul Bernard de Vantier (51) IMMDip Paul has been involved in the Market Research and Marketing Consulting business for 25 years. Through a management buy-out, Paul and two partners set up a specialist market research and business intelligence consulting partnership in 1990. Over time, Paul’s experience base and expertise focused increasingly on the Motor Industry – specialising in feasibility studies, product development, brand building and service quality processes. Positive outcomes with many projects with blue chip clients have resulted in long standing relationships. Founded in 2004 KA SMART, a wholly-owned subsidiary of RGT SMART is the logical culmination of Paul’s experience and knowledge. Paul has been appointed as an executive director to the board of RGT SMART on 12 June 2008. Clifford Walter Reed (51) CA(SA), MComm Cliff has followed a successful career as an accountant for the past 30 years. He has been involved in commerce and industry in addition to being a registered accountant and auditor in public practice. As well as being a Chartered Accountant, he also holds a Masters Degree in Taxation. Cliff began his career at Spencer Stewart Chartered Accountants. He later joined Anglo American Gold Division in the Free State as Manager of Finance and Administration. He returned to Port Elizabeth where he joined Bel-Essex Corporation and progressed to the position of Group Financial Director. In 1995 he started Francis Reed & Co, Chartered Accountants (SA). Cliff has been appointed as an executive director to the board of RGT SMART on 12 June 2008. The audit committee has considered and satisfied itself of the appropriateness of the expertise and experience of Cliff, the Company’s financial director. Dr Neal Stanley Bruton (53) DComm Economics Neal was a student at the University of Port Elizabeth (UPE) where he received a BComm degree in 1981, a BComm Honours degree in 1982, and a MComm degree, Cum Laude, majoring in economics, in 1986. Neal has subsequently completed his DComm at UPE. Neal’s career in the motor industry spanned seventeen years with Volkswagen of South Africa. In 1995 he was appointed as an alternate director of Volkswagen Finance (Pty) Ltd. Neal has vast international motor industry experience having lived and worked in Wolfsburg, Germany, Detroit, USA and Milton

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Keynes, United Kingdom. Today Neal is recognised as South Africa’s pre-eminent Motor Industry economist. Neal has been appointed as an executive director to the board of RGT SMART on 12 June 2008. Martin Krüger II (62) Martin is, and has been, known, since the early 1970’s, as the initiator behind South Africa’s Motor Retail Systems in association with NAAMSA. In 1986 RGT launched the NAAMSA / RGT data and systems in an on-line mode to the Motor Manufacturers. During the 1980’s the renowned NAAMSA web presence was established by Krüger and his team. In 2003 Martin and Neal were recognized by the South African Automotive Yearbook for services to the South African motor industry, and both were admitted to the “Automotive Hall of Fame”. Martin has been appointed as an executive director to the board of RGT SMART on 12 June 2008. Gert Johannes Grundlingh (57) After completing various IBM and Unisys studies Gert was promoted to Programmer and Systems Analyst Programmer at the SA Wool Board. After a period with ICL Computer Bureau Gert took up a position at General Motors SA where he was responsible for implementing an MRP system and subsequently supporting all implemented IT systems. As director of Systems Programming, Gert is responsible for the design, development, hosting and supporting of the NAAMSA and SAAMA Statistical Systems as well as playing a leading role in the NAAMSA Statistical Committee. Under his leadership and guidance the AUTOSTATS system has become the leading statistical analytical tool in the automotive industry. Gert has been appointed as an executive director to the board of RGT SMART on 12 June 2008. Anthony William Calcutt (37) After studying engineering and working for a construction company as a quantity surveyor, Anthony completed further studies in Computer Science to start a career as a software programmer. Anthony subsequently found a position compiling and analysing used vehicle values for Mead & McGrouther. Anthony later became a key team member with an International Vehicle Leasing company assessing risk and formulating maintenance rates and residual values for vehicles in operation in South Africa. In 2004 he joined KA SMART as a data analyst, progressing to partner and director. Anthony has been appointed as an executive director to the board of RGT SMART on 12 June 2008. Jacques Magliolo (48) BCom Jacques has been an investment and corporate strategist since 1990. His experience includes stock broking, project management, corporate strategy, financial re-engineering and listing companies on the JSE Main Board and AltX. Prior to starting his own consultancy in July 2000, Jacques was a director and head of research and corporate finance for Stockbrokers Global Capital Securities, where he conducted global economic, industry and market research and analysis. Today Jacques is an associate of, amongst others, Manhattan Equities and is author of 10 best-selling financial and business books, including an MBA set work book, on project management, stock markets and investment strategies. Jacques has been appointed as a non-executive director to the board of RGT SMART on 12 June 2008. BCI, a corporate advisory consultancy company, has provided advisory services to RGT and KA SMART on the merger of the two companies and leading up to the listing. The board has confirmed that the advisory services do not present a conflict of interest with the Company. Heinrich Coetzee (44) Heinrich joined the South African Air Force in 1986 as a senior facilitator for the South African Air Force School of Logistics Training. He has developed and presented various training and management courses and is renowned for his knowledge on the vehicle statistical analysis industry. In 2001 he joined RGT as the Training and Marketing Manager.

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Heinrich has been appointed as an alternate director to the board of RGT SMART on 12 June 2008. KEY MANAGEMENT OF RGT SMART Justin Swanepoel – Client Service Manager Justin has been in the Market Research industry for 12 years and specializes in customer service research. After completing his Marketing Diploma at the Nelson Mandela Metropolitan University (NMMU) in 1994, Justin spent three years in national sales. From 1997 – 2003 Justin joined an international full service market research company as a senior marketing manager and was based in their Port Elizabeth, United Kingdom. and Cape Town offices. Justin has worked with some of the world’s largest companies and industries throughout South Africa, Africa, the United Kingdom and Europe developing unique methodologies to measure and increase brand awareness and customer service levels. Justin joined KA SMART in 2005 and is responsible for Client Liaison and Project Management at all levels. Mark Groch – National Sales Manager Mark has worked in the United Kingdom, Europe and South Africa in the Marketing and Data Solutions environment. Fundamentally the work has been based around uniting Marketing and Data Solutions to maximize customer relationship management, brand, loyalty and strategy. While working for Automotive, Retail, Fast Moving Consumer Goods (FMCG), Telecoms, and Pharmaceutical clients Mark has remained focused on team delivery of exceptional client solutions which suit the needs and objectives of clients. Mark’s responsibility at KA SMART is the acquisition of new business and creation of solutions and strategies which support its clients. Mark obtained his Honours Degree in Computer Science and Information Systems and a major in Economics from UPE in 2000. Jaco van Staden – Marketing Manager Jaco started his career at the Nelson Mandela Metropolitan University (NMMU) providing support to the Marketing Department and Business Economics Faculty at large. Jaco joined KA SMART in 2008 and is responsible for implementing and defining the companies marketing strategy. Jaco’s strategic ability has been fed into numerous market studies and consultancy work, and his experience in the education arena has contributed to the wide-based appeal found by clients to the strategic operational process adopted by him. Jaco obtained his Marketing Diploma (Cum Laude) in 2006 and his BTech Marketing (Cum Laude) in 2007. Johann Fourie – IT Administrator Johann began his career as an IT Specialist after studying at NMMU where he received his BTech Information Technology Degree. Johann’s first position was at an automotive industry manufacturer where he worked for five years and subsequently joined the KA SMART team in 2008. He is currently responsible for maintaining KA SMART’s IT infrastructure and their well known branded product “Service Quality System”, being a core component of the KA SMART business. Andy Kruger - Network Manager Andy has 16 years experience in the IT industry, mostly in the networking, server and infrastructure aspects of IT. His experience includes several years of IT consulting in South Africa and the United Kingdom, including being lead Systems Administrator during the formation of M-Web and consulting for large multi-nationals on networks comprising thousands of high tech servers. Andy started consulting for RGT in 1995 and joined the company permanently in 2003. During his association with RGT he has been responsible for the design, implementation and maintenance of the sophisticated IT infrastructure at RGT. Everton Bowers – Manager Systems Development

Everton Bowers has worked in IT since 1993 specializing in software development and IT consulting. Everton, a Microsoft Certified Professional, completed his National Diploma Information Technology at PE Technikon (now NMMU) in 1992. He began his employment career at Bonita, a FMCG company, where he quickly progressed to a senior software developer. During his time at Bonita he was responsible for all systems implementation at various depots and subsidiary

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companies and further gained extensive experience in warehousing, finance and payroll systems development. Everton moved out of the systems development arena and took up employment at NMMU where he was involved in technical support and end user support. Everton returned to systems development where for a number of years he worked in a consulting role developing software and implementing software systems for various companies, such as PQ Africa, Dimension Data, M-Web, Naspers and Mindport (Hoofddorp, The Netherlands). In 2002 Everton took up a position as systems developer at RGT and currently holds the position of Manager Systems Development and is responsible for overseeing the complete systems development life cycle of all internal software products and customer products. Andrew Hibbert – Senior Economic and Statistical Analyst

After completing a BComm degree at the University of Port Elizabeth, majoring in Economics, Business Management and Economic Statistics, Andrew started working in the logistics division of a major automotive component manufacturing firm in Port Elizabeth. He joined Trendline Data Dynamics in 2000, and moved across when the company merged with Response Group to form RGT. He is currently involved with numerous high profile projects within the business, primarily focussed on statistical analysis (including forecasting) and economic research for the motor industry.

5.3 Qualification, borrowing powers, appointment, voting powers and remuneration of directors of RGT SMART

The relevant provisions of the articles of association of RGT SMART relating to qualification, appointment, remuneration, borrowing powers, voting powers, rotation/retirement, and interests in transactions of the directors are set out in Annexure 13 to this prospectus. The anticipated fees to be paid to the directors of RGT SMART for the year ending 28 February 2010 are set out below:

2010 Salary

R Fees

R Benefits

R Bonus

R Other

R Total

R AA Da Costa* - 130 000 - - - 130 000 PB De Vantier 1 020 000 - 19 940 - - 1 039 940 CW Reed 540 000 - 20 000 - - 560 000 NS Bruton 540 000 - 40 654 - - 580 654 M Krüger 750 000 - 40 654 - - 790 654 GJ Grundlingh 562 625 - 30 250 36 618 - 629 493 AW Calcutt 360 000 - 21 132 - - 381 132 J Magliolo* - 65 000 - - - 65 000 H Coetzee# 445 000 - - 30 000 - 475 000 Totals 4 217 625 195 000 172 630 66 618 - 4 651 873 * non-executive # alternate

The fees paid to the directors of RGT SMART for the year ended 28 February 2009 are set out below:

2009 Salary and

Bonus R

Fees

R

Travel allowance

R

Pension/ provident plan

R

Medical aid fringe benefit

R

Total

R AA Da Costa* - - - - - - PB de Vantier 573 077 - - 13 500 24 045 610 622 CW Reed 199 189 - - 45 000 - 244 189 NS Bruton 1 331 120 - - - - 1 331 120 M Krüger 1 718 385 - - - - 1 718 385 GJ Grundlingh - - - - - - AW Calcutt 434 819 - - - - 434 819 J Magliolo* - 332 738 - - - 332 738

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H Coetzee# - - - - - - Totals 4 256 590 332 738 - 58 500 24 045 4 671 873 * non-executive # alternate Prior to the last practicable date, certain directors, namely, PB De Vantier, M Kruger, NS Bruton and AW Calcutt, agreed to reduce their remuneration to support the Company and the intention is for these directors, at their discretion, to place certain of their own shares post listing in order to reduce the dependence of these directors on this remuneration, reduce the dilution effect to shareholders as well as to increase the spread of shareholders and improve the tradability of the shares. In the past year, dividends were declared as a result of the reduced remuneration. The Company also intends to continue to pay dividends as outlined in paragraph 6.3 below. There will be no other variation in the remuneration receivable by any of the directors as a direct consequence of the public offer and listing. However, pursuant to the listing the directors will be entitled to participate in the Company’s Share Option Scheme, which is to be established in due course. Remuneration of directors must be approved by shareholders in general meeting as detailed in Annexure 13. The directors do not have the power to vote remuneration to themselves or any members of the board. Other than as disclosed in paragraph 5.4 below, no payments were made, or accrued as payable, or were proposed to be paid within the three years preceding the date of this prospectus, either directly or indirectly, in cash or securities or otherwise to:

• the directors in respect of management, consulting, technical, secretarial fees or restraint payments;

• a third party in lieu of directors’ fees; • the directors as an inducement to qualify them as directors.

None of the directors have any commission, gain or profit-sharing arrangements. The Company does not have a provident or pension plan in place as at the last practicable date. No director or promoter has any material beneficial interest, direct or indirect, in the promotion of RGT SMART and in any property to be acquired or proposed to be acquired by RGT SMART out of the proceeds of the issue or during the three years preceding the date of this prospectus other than as detailed in paragraph 5.4 below. The Company has formal employment agreements with all the executive directors which provide for a 5 year period of employment commencing with effect from the beginning of June 2008, with three months notice of termination of service required from the director to the Company. The employment agreement entitles the director to participate in the Company’s Share Option Scheme pursuant to the listing of the Company. The employment agreements do not provide for restraint provisions, restraint payments or payments on termination of employment. One third of non-executive directors are subject to rotation each year as stipulated in the articles of association. The Managing Director may be appointed by contract for a maximum period of three years and is subject to rotation except during the period of any such contract. The employment agreements are available for inspection as detailed in paragraph 16 of this prospectus. The articles of association do not provide for an age limit for the retirement of directors but have provisions for the disqualification of directors as detailed in Annexure 13 to this prospectus. There are no other existing or proposed contracts with RGT SMART, written or oral, relating to the directors and managerial remuneration, secretarial and other fees other than as disclosed in paragraph 5.4 and paragraph 11 in this prospectus. Arcay Client Support (Proprietary) Limited has been appointed as the company secretary to RGT SMART from December 2009 in anticipation of the listing of the Company.

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5.4 Interests of directors

The aggregate direct and indirect interests of the directors of RGT SMART in the issued share capital of the Company before and after the offer (assuming the offer is fully subscribed) are indicated below:

Beneficial Total Percentage Percentage

Direct Indirect before offer after offer AA Da Costa* - - - - - PB de Vantier - 100 392 205 100 392 205 27.6% 22.9% CW Reed - 10 600 000 10 600 000 2.9% 2.4% NS Bruton - 102 099 666 102 099 666 28.1% 23.3% M Krüger - 112 549 052 112 549 052 31.0% 25.7% GJ Grundlingh 12 223 077 - 12 223 077 3.4% 2.8% AW Calcutt - 22 736 000 22 736 000 6.3% 5.2% J Magliolo* - 2 700 000 2 700 000 0.7% 0.6% H Coetzee# - - - - - Totals 12 223 077 351 076 923 363 300 000 100% 82.9% * non-executive # alternate

The above directors, with the exception of GJ Grundlingh, acquired an interest in RGT SMART on incorporation as founders of RGT SMART and as detailed in paragraph 11.1 of this prospectus. J Magliolo acquired an indirect shareholding through BCI in lieu of corporate advisory services rendered by BCI in connection with the merger of RGT and KA SMART during 2008, which consideration was settled in cash during 2009 and the issue of 100 shares in 2009 and 2 699 900 shares in 2010. CW Reed received an allocation of 10 600 000 shares on joining the company full-time as financial director in lieu of him exiting his accounting practice, details thereof are disclosed in Annexure 7. RGT SMART has a loan with Kanema and RGT currently leases property from Kanema. It should be noted that M Kruger is a director of Kanema. Pursuant to the acquisition of RGT and KA SMART, GJ Grundlingh received 5 593 000 shares from the family trust of M Krüger and 5 373 667 from the family trust of NS Bruton on 9 November 2009. Subsequent to that GJ Grundlingh acquired 1 256 410 shares from the Da Costa Family Trust at a price of 6.96 cents on 16 January 2010. PB De Vantier’s Family Trust has acquired 8 794 872 shares from the Da Costa Family Trust at a price of 6.96 cents on 16 January 2010. M Kruger Family Trust acquired 6 282 051 shares from the Da Costa Family Trust at a price of 6.96 cents on 16 January 2010. In accordance with paragraph 21.3(g) of the Listings Requirements, the Company’s attorney’s will hold 50% of the shareholding of each director and the designated advisor from the date of listing in trust until the publication of the audited results contained in Annexure 6, being 28 February 2011, after which 50% of such shares will be released and the balance one year thereafter. There are no non-beneficial direct or indirect interests held by directors. There are no promoters who will receive any fees in relation to the promotion or formation of the Company.

5.5 Other Matters

In terms of the declarations lodged by the directors in accordance with Schedule 21 of the Listings Requirements, none of the directors or senior management of RGT SMART or its major subsidiaries, other than Mr PB de Vantier have been: • sequestrated, declared bankrupt, or insolvent or have effected any voluntary arrangements with

creditors; • director, with an executive function, of any company which has been involved in a receivership,

liquidated (other than voluntarily) or reached a compromise of any nature with its creditors, been liquidated voluntarily by creditors, been censured or publicly criticised by any statutory authorities or disqualified by a court from acting as a director of a company or from acting in the management of the affairs of any company;

• partner in any partnership involved in a receivership of any assets in the past 12 months; • convicted of any offence involving dishonesty, fraud or embezzlement, nor been found guilty in

any disciplinary proceedings of any such conduct; • barred from any entry into any profession or occupation; and/or

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• convicted in any jurisdiction of any criminal offence or offence under legislation relating to the Act, nor have any companies of which the directors are or have been involved in the capacity of director or alternate director been convicted of such an offence.

In 1988, Mr PB de Vantier was confirmed bankrupt and was successfully rehabilitated in 1989. Mr PB de Vantier was a director of EMIRG (Proprietary) Limited in 2001 when the Company was put into liquidation.

6. Profit history, estimate and forecast and dividend policy

6.1 Profit history of RGT SMART

Extract from the income statement of RGT SMART for the year ended 28 February 2009 is set out below. In terms of IFRS 3, RGT was identified as the acquirer and accordingly the historical information has been restated. Income Statement Six months ended

31 August 2009 R’000

Year ended 28 February 2009

R’000 Revenue 13 238 21 689 Cost of sales (1 371) (3 255) Gross profit 11 867 18 434 Other income - - Operating expenses (7 940) (14 267) Operating profit 3 927 4 167 Investment income 1 11 Fair value adjustments - - Finance costs (163) (280) Profit before taxation 3 765 3 898 The reviewed financial information for the six months ended 31 August 2009 has been extracted from the consolidated management accounts of the Group for the six month period. Mazars Moores Rowland have been the auditors to the Company since incorporation and its review and audit report on the historical financial information is contained in Annexure 1 to this prospectus. There are no facts or circumstances that are material to an appreciation of the state of affairs, financial position, changes in equity, results of operations and cash flows other than as disclosed in this prospectus. The historical information of RGT SMART is set out in Annexure 2 and the independent reporting accountants’ report on the historical information is included as Annexure 1

6.2 Estimate and Forecast

The RGT SMART estimate and forecast for the years ending 28 February 2010, 28 February 2011 and 29 February 2012 respectively, are set out below and in Annexure 6, and should be read in conjunction with the independent reporting accountant’s report in Annexure 5 to this prospectus. The estimate and forecast set out below are not based on the assumption that the public offer of 57 000 000 new shares in terms of the prospectus is fully subscribed and reflects the expected profitability of the existing Group only:

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28 February 2010 28 February 2011 29 February 2012 R’000 R’000 R’000 Revenue 25 158 31 315 35 578 Cost of sales (3 164) (4 616) (5 577) Gross profit 21 994 26 699 30 001 Operating expenses (17 210) (16 587) (18 091) Operating profit before interest 4 784 10 112 11 910 Impairment of goodwill (1 990) - - Interest received 1 112 119 Finance costs (230) (42) (57) Profit before taxation 2 564 10 182 11 972 Taxation (1 906) (2 455) (2 831) Secondary Tax on Companies (400) - - Profit after taxation 258 7 727 9 141 Attributable earnings 258 7 727 9 141 Weighted average shares in issue 350 000 200 430 343 030 437 800 000 Fully diluted shares 350 000 200 430 343 030 437 800 000 Earnings per share (cents) 0.07 1.80 2.09 Headline earnings per share (cents) 0.64 1.80 2.09

The above profit estimate for the year ending 28 February 2010 reflects a lower profitability than the results for the six months ended 31 August 2009 due to certain once off charges in the income statement in accordance with IFRS 2, whereby issue of shares has been fair valued, amounting to approximately R2 million.

6.3 Dividend policy

The Company does not have a formal dividend policy at present, although a dividend of R4 million was declared and paid during the year ending 28 February 2010. The Board of Directors will continue to consider the payment of dividends on an annual basis based on achievement of profit and cash flow requirements. The Board intends to introduce a formal dividend payout policy of 33% of the profit after tax after two years, unless the Board is of the opinion that a lower dividend is to be declared because of the necessity to apply the Group’s cash resources to planned acquisitions or that it is in the interest of the Group to build up cash reserves for foreseeable unfavourable market or economic conditions. The Company has not determined any fixed dates on which dividends or entitlement to dividends arises. There is no arrangement in which future dividends are waived or agreed to be waived.

6.4 Entitlement to dividends

In terms of the articles of association of the Company, all unclaimed dividends shall not bear interest and may be invested or otherwise made use of by the directors as they deem fit for the benefit of the Company until claimed, provided that dividends un claimed and retained for a period of not less than three years from the date on which such dividends became payable, may be declared forfeited by the directors for the benefit of the Company.

6.5 Business prospects

The directors of the Company believe that the Company has excellent prospects based on the following:

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• superior reputation of directors and owners in their respective industries; • exceptional analytical and technical skills in global market strategy, analysis of domestic,

business and political environments, technology and proven track record in motor and related markets;

• ability of directors and consultants to work independently or in a team under high pressure; • excellent communication skills; • superior ability to analyze and develop market information; • the Company has already established a leading position in the marketplace and potential

competitors have failed to compete effectively with RGT SMART; • uniqueness of concept – few true competitors in the market; • the size of the market in South Africa and its growth potential; • strong gross margins; • strong cash flows expected from the outset; • strong management; • strong brand name among clients in South Africa and in foreign markets; • high cost of entry and skills into this market is prohibitive, preventing competition; • the Company is small enough to offer exceptional service and customise pricing plans for its

clients, depending upon the size and length of contract; • the uniqueness of its products and services; • recurring revenue and cash flow generated from service level and software support

agreements with existing customers; • multiple product offerings which reduces the risk of being dependent on a single product and

industry; and • a high profile client base in South Africa. The directors consider that the business prospects are sound, based on the above factors, the existing client base, levels of annuity income and prospects in the pipeline, which are growing as a result of the Company’s superior integrated product offering.

7. Assets, liabilities and other financial information 7.1 Group balance sheet of RGT SMART and reporting accountant’s report

The information set out below should be read in conjunction with the independent reporting accountant’s report on RGT SMART as set out in Annexure 1 to this prospectus. The historical information on RGT SMART is set out in Annexure 2 to this prospectus. This information has been extracted from the audited annual financial statements of RGT SMART.

7.2 Cash flow statements

Consolidated cash flow statements for RGT SMART have been summarised in Annexure 2.

7.3 Pro forma financial information and reporting accountant’s report

The pro forma financial information is set out in Annexure 4 to this prospectus. The unaudited pro forma financial information has been reviewed by Mazars Moores Rowland, the independent reporting accountants, whose review report is set out in Annexure 3 to this prospectus. The pro forma balance sheets and income statements have been prepared for illustrative purposes only, to provide information on how the offer would have impacted on the financial position of RGT SMART, had the issue of shares been effected on 31 August 2009 for balance sheet purposes and as at 01 March 2009 for income statement purposes. A table summarising the pro forma financial information on a per share basis is set out below. Before the offer After the offer Percentage % Earnings per share (cents) 0.71 0.06 (91.98) Headline earnings per share (cents) 0.71 0.06 (91.98) Net asset value per share (cents) 4.86 4.92 1.32 Net tangible asset value per share (cents) (1.75) (0.36) 79.52 Weighted average shares in issue 350 000 200 437 800 000 25.09 Shares in issue at 31 August 2009 350 000 200 437 800 000 25.09 Fully diluted shares 350 000 200 437 800 000 25.09

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The Company has 380 800 000 shares in issue as at the last practicable date prior to listing. The “After” column assumes that the offer is fully subscribed as further detailed in Annexure 4 to this prospectus. The goodwill and intangible assets are supported by independent valuations of RGT and KA SMART, performed by Moore Stephens for purposes of goodwill impairment testing as at 28 February 2010, which indicates a total valuation of R21.9 million. The independent valuation report is detailed in Annexure 14 and is available for inspection as detailed in paragraph 16 of this prospectus.

7.4 Adequacy of capital

The directors of the Company are of the opinion that the issued share capital and the working capital of RGT SMART and its subsidiaries pursuant to the offer, is sufficient for the Company and its subsidiaries present requirements, that is, for a period of at least the next 12 months from the date of issue of this prospectus. Arcay, the Company’s designated advisor, has confirmed that it has obtained written confirmation from the directors that the working capital available to the Group is sufficient to meet the requirements of the Group for at least the next 12 months from the date of issue of this prospectus. The designated advisor is satisfied that this confirmation has only been given after due and careful enquiry by the directors.

7.5 Borrowings and loans receivable

At the date of this prospectus, the Company and its subsidiaries have not made any material loans to third parties other than as disclosed in Annexure 11 of this prospectus. Details of material borrowings are set out in Annexure 11. At the date of this prospectus, the Company has no material external borrowings with third parties other than as disclosed in Annexure 11 of this prospectus in relation to properties and other assets owned, which also details how such loans arose. The amounts repayable within the next 12 months will be paid out of the Company’s existing cash resources or through cash generated by the business in due course. The borrowing powers of the Company have not been exceeded during the three years preceding the date of this prospectus. There are no exchange control of other restrictions on the borrowing powers and its subsidiaries as at the last practicable date. Details of the borrowing powers of the directors are set out in Annexure 13 to this prospectus. The Group has no off balance sheet financing or loan capital. The Company does not have any debentures in terms of any trust deed. The Company does not have any loans receivable as at the last practicable date or have any loans been made to directors.

7.6 Capital commitments, lease payments and contingent liabilities

The Company had no capital commitments, lease payments and material contingent liabilities as at 28 February 2009 and 31 August 2009. There have been no material changes to the contingent liabilities, capital commitments and lease payments of the Company between 31 August 2009 and the last practicable date.

7.7 Assets acquired or disposed of and shares issued otherwise than for cash

The Company acquired 100% of two subsidiaries, namely KA SMART and RGT, pursuant to the merger of these two businesses on 11 June 2008. Details of issue of shares since incorporation are set out in Annexure 7. No material properties, rights, businesses or shares have been disposed of by RGT SMART in the three years prior to the date of this prospectus.

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7.8 Information on immovable property

The Company does not own any immovable property. The principal immovable property leased by the Company is detailed in Annexure 8 to this prospectus.

7.9 Material changes

Other than the acquisition of KA SMART and RGT by RGT SMART during the prior year, there have been no material changes in the business of the applicant during the past five years until the last practicable date.

7.10 Directors’ statement as to material changes

No material changes in the financial or trading position of RGT SMART and its subsidiaries have occurred since the last financial period, 31 August 2009, for which unaudited interim reports have been published, and the last practicable date, other than in the ordinary course of business and the listing costs as detailed in this prospectus. A dividend of R4 million has been paid during the year ending 28 February 2010, of which R3 million was paid after 31 August 2009.

8. Share capital

8.1 Alterations to share capital and premium and share issues

There have been no share consolidations, share subdivisions or any alterations to the share capital of RGT SMART which have occurred since incorporation to the last practicable date of this prospectus. Details of share issues from date of formation of the Company and to the last practicable date are set out in Annexure 7 to this prospectus.

8.2 Authorised and issued share capital

The authorised and issued share capital of RGT SMART before and after the offer is set out below. The share capital of the Company has been calculated before setting off the estimated expenses (as set out in paragraph 10 below) against share premium.

Per CIPRO

R’000 Authorised, before the offer 500 000 000 ordinary shares of R0.01 each

5 000

Issued, before the offer 380 800 000 ordinary shares of R0.01 each Share premium

3 808

34 000 To be issued 57 000 000 ordinary shares of R0.01 each Share Premium

570

5 130 Issued, after the offer 437 800 000 ordinary shares of R0.01 each Share premium

4 378

39 130 The remaining authorised and un-issued shares, after the offer, will be under the control of the directors of the Company, subject to the provisions of sections 221 and 222 of the Act. There are no treasury shares held as at the last practicable date. All of the authorised and un-issued shares (including those to be issued in terms of the prospectus) are of the same class and rank equally in every respect, including rights to dividends, profits or capital, rights on liquidation or distribution on capital assets. In accordance with the Act, issued shares must be fully paid up and the securities to be listed are freely transferable, other than the restrictions on directors and advisors in accordance with lock-up provisions of the AltX in terms of the Listings Requirements as detailed in paragraph 5.4 of this prospectus. Any variation of rights attaching to the ordinary shares will require the consent of shareholders in general meeting in accordance with the articles of association of RGT SMART.

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There are no securities which have any preferential conversion and/or exchange rights as at the last practicable date. In addition, there are no options or preferential rights granted in any form to subscribe for securities of the Company or its subsidiaries and fractions of shares in RGT SMART will not be issued.

8.3 Voting rights

The articles of association of the Company provide that, subject to any special terms as to voting upon which any share may be issued, every person present in person or by proxy, and entitled to vote at any general meeting shall, on a show of hands, have only one vote but, upon a poll, each such person shall have one vote for every share held or represented by him. Any variation in rights attaching to shares will require the consent of the holders of not more than three-fourths of the issued shares of that class, or with the sanction of a resolution passed in the same manner as a special resolution of the Company at a separate general meeting of the holders of the shares of that class. Annexure 13 to this prospectus contains the relevant extracts from RGT SMART’s articles of association.

8.4 Loan capital

At the date of this prospectus, RGT SMART has no authorised or issued loan capital.

8.5 Offer to the public

No offer has been made to the public for the subscription of shares during the three year period preceding the date of this prospectus. Details of all issues of ordinary shares that have taken place during the preceding three years are contained in Annexure 7 to this prospectus.

8.6 Un-issued shares under the control of the directors

All the authorised but un-issued shares are under the control of the directors until the next annual general meeting.

8.7 General authority to issue shares for cash

It is permissible for shareholders of public companies to authorise the directors to issue authorised but unissued shares held under their control for cash subject to certain restrictions, in order to place the directors in a position to take advantage of favourable circumstances which may arise from the issue of such shares for cash for the benefit of the Company. There is currently no resolution authorising the directors in general terms to issue un-issued shares held under their control, subject to the restrictions in terms of the Act.

8.8 No other listings The issued ordinary shares of RGT SMART will be listed on AltX. No other shares of RGT SMART are listed on any stock exchange.

8.9 Preliminary expenses

There are no preliminary expenses in the three years preceding the issue of this prospectus.

9. Particulars of the offer

In terms of this prospectus and as approved by the board of directors of RGT SMART, RGT SMART will make an offer of 57 000 000 ordinary shares of R0.01 each in the capital of the Company at a subscription price of 10 cents per ordinary share, payable in full on application, upon the terms and conditions set out in this prospectus.

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The directors may, in accordance with the Listings Requirements, – on the basis that an over-subscription occurs, extend a preference on allotment to any particular

company or group such as RGT SMART customers, suppliers and employees or reduce the allocation to applicants on an equitable basis; and/or

– extend the period for which the offer remains open. In the event of an over-subscription, persons who are owed subscription refunds in terms of applications made will have their subscription monies refunded, including interest at 7%, to such persons either electronically through the relevant broker or CSDP or by cheque, posted by registered mail, within 7 days from the closing of the offer. 9.1 Times and dates of the opening and closing of the offer

The offer will open at 09h00 on Monday, 15 March 2010 and will close at 12h00 on Wednesday, 07 April 2010.

9.2 Applications and completion of the application forms

Applications for the subscription may only be made on the forms which are enclosed with this prospectus. At the discretion of the directors of RGT SMART, an applicant shall be entitled to cede his entitlement in respect of all or any of the shares allocated to him in terms of the placing in favour of any trust or close corporation created primarily for the benefit of his spouse, or any company, the entire issued share capital of which is held by the applicant concerned, his spouse or any trust or close corporation as aforesaid. Applications are irrevocable and may not be withdrawn once received by RGT SMART. Application forms must be completed in accordance with the provisions of this prospectus and the instructions set out in the application form. Applications must be for a minimum of 10 000 shares and in multiples of 100 thereafter. In the event of an over-subscription, the formula for the basis of allotment will be calculated in such a way that a person will not, in respect of his application, receive an allocation of a lesser number of securities than any other subscriber who applied for the same number or a lesser number of securities and will be determined by the directors on an equitable basis in line with the Listings Requirements. Shares will only be traded in electronic form in South Africa and as such, all shareholders who elect to receive certificated shares will first have to dematerialise their certificated shares should they wish to trade therein. Applicants are advised that it takes between one and 10 days to dematerialise certificated shares depending on the volumes being processed by Strate and Link Market Services at the time of dematerialisation. Disadvantages of holding shares in certificated form: • the current risks associated with the holding of shares in certificated form, including the risk of

loss, in respect of tainted scrip, remain; and • when a shareholder, holding certificated shares wishes to transact on the JSE, such

shareholder will be required to appoint a CSDP or a stockbroker to dematerialise the relevant ordinary shares prior to a stockbroker being able to transact in such shares. Such dematerialisation can take up to 10 days. A certificated shareholder will have no recourse in the event of delays occasioned by the validation process or the acceptance or otherwise of the certificated shares by a CSDP.

Application for uncertificated shares where the applicant has a CSDP or broker: • Applications may only be made on the relevant application form attached to this prospectus.

Photocopies or other reproductions will be rejected. • The application form must be completed and delivered to the applicant’s duly authorised

CSDP or broker, as the case may be, at the time and on the date stipulated in the agreement governing their relationship with their CSDP or broker: – the brokers will collate all their respective applications and forward the instruction to the

brokers’ nominated CSDP’s;

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– the CSDP’s will collate all the applications received from brokers and/or applicants and notify the transfer secretaries; and

– payment will be effected on delivery of shares. Applications for certificated shares: • Applications may only be made on the relevant application form attached to this prospectus.

Photocopies or other reproductions will be rejected; • Applicants who wish to receive their allocated shares in certificated form must complete and

return the attached application form as detailed in the prospectus. Payment may only be made by cheque or banker’s draft. Postal orders, cash or electronic transfers will not be accepted. The cheque or banker’s draft must be attached to and submitted with the relevant application form. Cheques must be crossed “not negotiable”, “not transferable” and made payable in favour of “RGT SMART Market Intelligence Limited”. Applicants will be obliged to provide such documentary or other information as may be required on demand in order to satisfy the requirements of the Financial Intelligence Centre Act 38 of 2001, failing which an application may be rejected at the discretion of the directors of the Company. Application forms must be lodged with Link Market Services South Africa (Proprietary) Limited: 5th Floor, 11 Diagonal Street, Johannesburg, 2001; or PO Box 4844, Johannesburg, 2000 so as to be received by no later than 12h00 on Wednesday, 07 April 2010.

NO LATE APPLICATIONS WILL BE ACCEPTED.

Each envelope should contain only one application form and must be clearly marked “RGT SMART Issue”. No receipts will be issued for applications and remittances. Applications will only be regarded as complete when the relevant cheque/banker’s draft has been paid. All capital raised will be deposited with Absa Bank Limited immediately upon receipt by the Company, and will be utilised to pay for the costs of this prospectus. Should any cheque or banker’s draft be dishonoured, the directors of the Company may, in their absolute discretion, regard the relevant application as revoked and take such other steps in regard thereto as they may deem fit. Shares may not be applied for in the name of a minor, deceased estate or partnership. No documentary evidence of capacity to apply need accompany the application form, but the directors reserve the right to call upon any applicant to submit such evidence for noting, which evidence will be returned at the applicant’s risk. Shares will be allocated in certificated form if the application form is received by the transfer secretaries directly from the applicant and no duly completed custody mandate accompanies such form.

RGT SMART shares will trade on the JSE utilising the Strate settlement procedure. The principal features of Strate are:

– trades executed on the JSE must be settled within five business days; – penalties apply for late settlement; – an electronic record of ownership replaces share certificates and physical delivery of share

certificates; and – all investors are required to appoint either a broker or a CSDP to act on their behalf and to

handle their settlement requirements.

9.3 Statement as to listing on the JSE

RGT SMART has applied for the listing of all its securities with effect from commencement of business on Wednesday, 14 April 2010. The JSE have approved the listing of RGT SMART, subject to the Company achieving a minimum share capital and reserves of R2 million as defined in the Listings Requirements and achieving the spread of public shareholders required in terms of the JSE Listings Requirements relating to AltX.

9.4 Application monies

The amount due on application is payable in full in the currency of South Africa and will be payable into an Absa Bank Limited account.

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9.5 Issue of shares

All shares offered in terms of this prospectus will be allotted and issued at the expense of RGT SMART; All shares offered in terms of this prospectus will be allotted subject to the provisions of RGT SMART’s memorandum and articles of association and will rank pari passu in all respects with existing shares; RGT SMART will use the “certified transfer deeds and other temporary documents of title” procedure approved by the JSE and only “block” certificates will be issued for shares allotted in terms of this prospectus or deposited with the CSDP; In respect of those applicants who opt to receive physical share certificates, the share certificate will be posted, by registered post, to the address shown in the relevant application form. No contrary instructions will be accepted. RGT SMART and the transfer secretaries accept no liability for share certificates that may be lost in the post; In respect of those applicants who opt for dematerialised shares, their duly appointed CSDP or broker will receive the dematerialised shares on their behalf on transfer of the applicant’s consideration for the shares by the duly appointed CSDP or the broker to the transfer secretaries. Shares will be allocated in certificated form if the application form is received by the transfer secretaries directly from the applicant, unless the transfer secretaries are instructed otherwise.

9.6 Exchange Control Regulations

The following summary is intended as a guide and is therefore not comprehensive. If you are in any doubt hereto, please consult your professional adviser.

South African Exchange Control Regulations • A former resident of the common monetary area who has emigrated from South Africa may

use blocked Rand to subscribe for ordinary shares in terms of this prospectus. • All payments in respect of ordinary shares non-residents using blocked Rand must be made

through an authorised dealer in foreign exchange. • Share certificates issued in respect of certificated shares subscribed for using blocked Rand

in terms of this prospectus will be endorsed “non-resident”. Such share certificates will be placed under the control of the authorised dealer through whom the payment was made. Statements issued to non-resident dematerialised shareholders will be restrictively endorsed as “non-resident”.

• Shares subsequently re-materialised and issued in certified form, will be endorsed “non – resident” and will be sent to the authorised dealer in foreign exchange through whom the payment was made.

• Any shares issued pursuant to the use of emigrant blocked funds will be credited to their blocked share accounts at the CSDP controlling their blocked portfolios.

• If applicable, refund monies payable in respect of an unsuccessful application, emanating from blocked Rand accounts will be returned to the authorised dealer administering such blocked Rand accounts for the credit of such unsuccessful applicant’s blocked Rand account.

Applicants resident outside the common monetary area • A person who is not resident in the common monetary area should obtain advice as to

whether any governmental and/or legal consent is required and/or whether any other formality must be observed to enable a subscription to be made in terms of the offer.

• This prospectus accordingly does not constitute an offer in any area or jurisdiction in which it is illegal to make such an offer. In such circumstances, this prospectus and any application form are provided for information purposes only.

• All share certificates issued to non-residents of South Africa will be endorsed “non-resident” in terms of the Exchange Control Regulations. Statements issued to dematerialised shareholders will be restrictively endorsed as “non-resident”.

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10 Expenses

The costs of the offer will be paid by the Company out of proceeds of the offer and directors estimate that the costs of the offer, excluding VAT, assuming the full R5 700 000 is raised, are as follows: Details R Designated advisor fees (excluding capital raising detailed below) – Arcay 455 000 Legal costs – Gordon, Stevens & Ranchhoojee Attorneys 7 000 Reporting accountant’s fees – Mazars Moores Rowland 575 000 Transfer secretary fees – Link Market Services 5 000 Mould and Associates – (valuation services for Mazars Moores Rowland) 63 083 Valuation fees – Moore Stephens 55 000 JSE documentation and listing fees 67 346 Printing, publication and distribution expenses 100 000 Sub-Total 1 327 429 Capital Raising Fees - Arcay 285 000 Total costs 1 612 429 In terms of their appointment letter, Arcay’s fee of R455 000 has been settled through the issue of 17 500 000 shares, which shares have been transferred to M Moela and Arcay Client Support (Pty) Ltd in terms of a standing arrangement between these parties. These shares will be held in trust and subject to the restrictions imposed on the directors and the designated advisor as detailed in paragraph 5.4 above. In addition, Arcay will assist with the co-ordination of an investor road show to select investors and the achieving of the necessary spread of shareholders as stipulated in the Listings Requirements (requiring the public to hold a minimum of 10% of each class of equity securities and the number of public shareholders to be at least 100) in order to ensure a successful offer, will be paid a fee of 5% of capital raised below R10 million or 2.5% of capital raised above R10 million in terms of the signed mandate letter. J Magliolo acquired an indirect shareholding of 2 700 000 shares through BCI in lieu of corporate advisory services rendered by BCI in connection with the merger of RGT and KA SMART during 2008, which consideration was settled in cash and through the issue of shares prior to the last practicable date. This cost has been fair value accounted for in the reviewed results for the six months ended 31 August 2009. The above share issues are detailed in Annexure 7 to this prospectus.

11. Material contracts and other matters

11.1 The material agreements entered into by, or in respect of, the Company, otherwise than in the ordinary course of business, within the two years prior to the date of the prospectus are as follows:

11.1.1 Sale of shares in KA SMART agreement, dated 30 May 2008, entered into by and between the Alfred Da Costa Family Trust No IT 1062/98 and RGT SMART. The purchase price payable by RGT SMART to the Trust for the Shares purchased is the sum of R1 750 000. The purchase price payable in respect of the aforesaid shares was paid by RGT SMART by the issuing of 16 333 333 shares in RGT SMART.

KA SMART acquisition

11.1.2 Sale of shares in KA SMART agreement, dated 13 May 2008, entered into by and between

the De Vantier Family Trust No IT 447/2006 and RGT SMART. The purchase price payable by RGT SMART to the Trust for the Shares purchased is the sum of R9 814 000. The purchase price payable in respect of the aforesaid shares was paid by RGT SMART by the issuing of 91 597 333 shares in RGT SMART.

11.1.3 Sale of shares in KA SMART agreement, dated 13 May 2008, entered into by and between

the Greenhills Family Trust No IT 440/2007 and RGT SMART. The purchase price payable by RGT SMART to the Trust for the Shares purchased is the sum of R2 436 000. The purchase price payable in respect of the aforesaid shares was paid by RGT SMART by the issuing of 22 736 000 shares in RGT SMART.

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11.1.4 Agreement of sale of The Trustees of the Da Costa Family Trust and The Trustees of the

Kruger Primary Trust for the purchase of shares and loan account in RGT SMART Limited dated 29 January 2010. The Kruger Primary Trust purchased 6 282 051 shares at a purchase price of R437 269.23 and 38% of the loan account for a purchase consideration of R62 730.77.

11.1.5 Agreement of sale of The Trustees of the Da Costa Family Trust and The Trustees of the

De Vantier Family Trust for the purchase of shares and loan account in RGT SMART Limited dated 29 January 2010. The De Vantier Family Trust purchased 8 794 872 shares at a purchase price of R612 176.92 and 54% of the loan account for a purchase consideration of R87 823.08.

11.1.6 Agreement of sale of The Trustees of the Da Costa Family Trust and Gert Grundlingh for

the purchase of shares and loan account in RGT SMART Limited dated 29 January 2010. Gert Grundlingh purchased 1 256 410 shares at a purchase price of R87 453.85 and 8% of the loan account for a purchase consideration of R12 546.15.

11.1.7 Sale of shares in RGT agreement, dated 13 May 2008, entered into by and between the Bruton Primary Trust No IT 569/2001/3 and RGT SMART. The purchase price payable by RGT SMART to the Trust for the Shares purchased is the sum of R11 515 000. The purchase price payable in respect of the aforesaid shares was paid by RGT SMART by the issuing of 107 473 333 shares in RGT SMART.

RGT acquisition

11.1.8 Sale of shares in RGT agreement, dated 13 May 2008, entered into by and between the

Krüger Primary Trust No IT 573/2001 and RGT SMART. The purchase price payable by RGT SMART to the Trust for the Shares purchased is the sum of R11 985 000. The purchase price payable in respect of the aforesaid shares was paid by RGT SMART by the issuing of 111 860 001 shares in RGT SMART.

11.1.9 Association agreement entered into by and between Response Group Trendline and National Association of Automobile Manufacturers of South Africa, where RGT carries on the business of warehousing data and developing computer software and NAAMSA is the representative organisation for franchise holders marketing vehicles in South Africa and where RGT has developed and has the capability to develop programs to facilitate NAAMSA based vehicle statistical systems and where the two parties have agreed to share in the revenue from the projects.

Other agreements

The shares in RGT and KA SMART have been transferred to RGT SMART and no further amounts remaining outstanding in terms of the agreements detailed in paragraphs 11.1.1 to 11.1.5. The shares in RGT and KA SMART have not been ceded or pledged to any third parties.

There are no other agreements containing an obligation or settlement that is material to the Group

that remains outstanding or unperformed as at the last practicable date

11.2 The Company has not been a party to any material management agreements, restraint of trade agreements or any other agreement in terms of which any royalty or management fee is payable.

11.3 The Company has not entered into any agreement relating to the payment of secretarial or

technical fees to date of this document.

11.4 There are no arrangements to issue options or for preferential rights to the issue of shares.

11.5 There are no contracts which were entered into on which obligations are still outstanding.

11.6 There are no vendors who have guaranteed book debts or other assets and no warranties have been given.

11.7 There are no agreements precluding vendors from carrying on business in competition with the

Company or any of its subsidiaries.

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11.8 The Company has not entered into any agreements with vendor’s regarding liability for accrued

taxation.

11.9 There are no securities purchased in any company which will not become a subsidiary of RGT SMART.

11.10 As at the last practicable date, the Company has not made any payments in cash or securities to

any promoter.

11.11 No commission or other consideration has been paid by the Company during the three years preceding the date of this prospectus, save in the ordinary course of the Company’s business such as sales commissions.

11.12 The purchase price paid in terms of Paragraphs 11.1.1 to 11.1.5 above was allocated to the

underlying assets and to intangible assets, with the remaining portion of R15 339 827 being allocated to goodwill. This value will be carried and tested for impairment at the end of each financial period in accordance with IFRS. There is no indication of impairment of goodwill at the last practicable date. No loans were incurred to finance the RGT and KA SMART acquisitions.

12. Litigation statement

There are no legal or arbitration proceedings against neither the Group nor as far as the directors are aware, are there any legal or arbitration proceedings pending or threatened against the Group which may have, or have had, in the 12 months preceding the date of this prospectus a material effect on the Group’s financial position.

13. Statement on Corporate Governance The Company’s statement on Corporate Governance has been included as Annexure 10 to this

prospectus. 14. Registration of prospectus

Copies of the following documents which have been submitted to CIPRO will be available for inspection at the registered office of the Company and at Arcay, Number 3 Anerley Road, Parktown, Johannesburg at any time during normal business hours (official South African public holidays excluded) for a period of 21 days from the date of this prospectus: 14.1 the written consents of the auditors, attorneys, transfer secretaries and corporate advisor to act in

the capacities stated and to their names being stated in this prospectus, which consents have not been withdrawn prior to the issue of this prospectus;

14.2 the written consent of the independent reporting accountants to the inclusion in this prospectus of

their reports in the form and context in which they appear, which consent has not been withdrawn prior to the issue of this prospectus; and

14.3 a copy of the agreements referred to in paragraph 11.1 above.

15. Directors responsibility statement The directors, whose names are set out in paragraph 5.1 to this prospectus, collectively and individually, accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief, there are no other facts which the omission of would make any statement false or misleading and that they have made all reasonable enquiries to ascertain such facts and that this prospectus contains all information required by law and the Listings Requirements.

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16. Documents for inspection

Copies of the following documents will be available for inspection at the registered office of RGT SMART, at any time during normal business hours on weekdays (official South African public holidays excluded) from Monday, 15 March 2010 until Wednesday, 07 April 2010. 16.1 the memoranda and articles of association of RGT SMART as well as its subsidiaries KA SMART

and RGT; 16.2 the audited annual financial statements of RGT SMART, for the year ended 28 February 2009 and

the reviewed interim financial statements for the six months ended 31 August 2009;

16.3 the signed reports by the independent reporting accountants, the texts of which are included in Annexures 1, 3 and 5 of this prospectus;

16.4 the written consent of the independent reporting accountants to the publication of its reports, dated

24 February 2010 and reference thereto in the form and context in which they are included in the prospectus;

16.5 the written consents of the reporting accountants, auditors, attorneys, transfer secretary, corporate

advisor and designated advisor named in this prospectus to act in those capacities, which consents have not been withdrawn prior to registration;

16.6 lease agreement for premises occupied by the Company; 16.7 copies of the employments contracts with directors as detailed in paragraph 5.3 of this prospectus; 16.8 the material agreements as set out in paragraph 11.1; 16.9 the independent valuation report for RGT and KA SMART as disclosed in Annexure 14; 16.10 RGT SMART’s research report as detailed in paragraph 2 of this prospectus; and

16.11 a signed copy of this prospectus.

17. Paragraphs of Schedule 3 to the Act that are not applicable

The numbers of the paragraphs in Schedule 3 to the Act, which are not applicable, are: 6(e)(ii), 6(f)(ii-v), 6(g), 6(h), 8(c), 8(d), 10(a-g), 13, 14, 18(b), 20(b), 24(a-i), 25(b), 26, 29(a,b), 30(a,b), 31, 32, 42, 43, 46, 51, 52, 53

Signed at Johannesburg by, and on behalf of, all the directors of RGT SMART in terms of signed powers of attorney on 05 March 2010. PB de Vantier Chief Executive Officer

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ANNEXURE 1

REPORTING ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF RGT SMART 11 March 2010 The Directors RGT Smart Intelligence Limited PO Box 32013 Summerstrand Port Elizabeth 6001 INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF RGT SMART INTELLIGENCE LIMITED (“RGT SMART”) Purpose of this report At your request, we present our report on the historical financial information of RGT SMART for the year ended 28 February 2009 and the six months ended 31 August 2009 as set out in Annexure 2 of the Prospectus, to be dated on or about 19 March 2010. Directors’ responsibility The directors of RGT SMART are responsible for the preparation and fair presentation of the historical financial information contained herein in accordance with International Financial Reporting Standards, in the manner required by the Companies Act of South Africa and the JSE Limited Listings Requirements. This responsibility includes: designing, implementing, and maintaining internal controls relevant to the preparation and fair presentation of the historical financial information that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Reporting accountant’s responsibility Our responsibility is to express an opinion on the report of historical financial information included in the prospectus. We have audited the historical financial information of RGT SMART for the year ended 28 February 2009 as set out on pages 38 to 67 of the Prospectus. We have reviewed the historical financial information of RGT SMART for the six months ended 31 August 2009 as set out on pages 41 to 43 of the Prospectus. Scope of the audit We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the historical financial information for the year ended 28 February 2009 is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures of the abovementioned historical financial information. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the historical financial information, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the historical financial information in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall historical financial information presentation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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Scope of the review We reviewed the historical financial information for the six months ended 31 August 2009. We conducted our review in accordance with the International Standard on Review Engagements. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the historical financial information for the six months ended 31 August 2009 are free of material misstatement. A review is limited primarily to enquiries of company personnel and analytical procedures applied to financial data, and thus provide less assurance than an audit. We have not performed an audit of the historical financial information for the six months ended 31 August 2009 and, accordingly, we do not express an audit opinion thereon. Audit opinion In our opinion, the historical financial information of RGT SMART relating to the year ended 28 February 2009, presents fairly in all material respects, the financial position of the Company at 28 February 2009, and of its financial performance and its cash flows for the periods then ended in accordance with International Financial Reporting Standards and in the manner required by the Companies Act of South Africa and the JSE Limited Listings Requirements. Review opinion Based on our review, nothing has come to our attention that causes us to believe that the historical financial information of RGT SMART for the six months ended 31 August 2009, are not fairly presented, in all material respects, in accordance with International Financial Reporting Standards and in the manner required by the Companies Act of South Africa and the JSE Limited Listings Requirements. Consent We consent to the inclusion of this letter and the reference to our opinion in the prospectus to be issued to RGT SMART shareholders in the form and context in which it appears. MAZARS MOORES ROWLAND Registered Auditor PO Box 6697 Johannesburg 2000 Partner: Mark Snow

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ANNEXURE 2

HISTORICAL FINANCIAL INFORMATION OF RGT SMART This annexure contains a report on the historical financial information of RGT SMART. The information is taken from the audited annual financial statements of RGT SMART which were prepared in the manner required by the Companies Act and in accordance with IFRS and were reported on without qualification by Mazars Moores Rowland, for the year ended 28 February 2009. The reviewed financial information for the six months ended 31 August 2009 has been extracted from the consolidated management accounts of the Group for the six month period. Mazars Moores Rowland have been the auditors to the Company since incorporation and its review and audit report on the historical financial information is contained in Annexure 1 to this prospectus. There are no facts or circumstances that are material to an appreciation of the state of affairs, financial position, changes in equity, results of operations and cash flows other than as disclosed in this prospectus. In terms of IFRS 3, Business Combinations, RGT SMART is required to identify the acquirer. RGT, the dominant entity has been identified as the accounting acquirer and KA SMART is treated as the accounting acquiree. The acquirer’s historical information becomes that of the Company and the issued share capital is the only line item that remains from the prior controlling legal entity. This report is the responsibility of the directors of RGT SMART. FINANCIAL STATEMENT COMMENTARY General Overview RGT SMART was incorporated as a public company in the Republic of South Africa on 11 June 2008 in order to act as the holding company for the RGT SMART Group ahead of the Group’s intended listing. RGT SMART was established by the founders and there has been neither change in control nor a change in trading objects since the incorporation of the Company. RGT SMART is an investment holding company engaged in market intelligence and data analysis in all aspects and related activities and operates in South Africa. RGT SMART currently has two wholly-owned subsidiaries namely; KA SMART which focuses on the Group’s management consultancy portion of the business and which was incorporated on 26 June 2001, and RGT which focuses on the Group’s statistical information for the automotive industry and which was incorporated on 30 December 1969. Other than the acquisition of RGT and KA SMART in June 2008, there has been neither change in control nor a change in trading objects since the incorporation of RGT or KA SMART in the past five years. The vendors of RGT and KA SMART have become the controlling shareholders in RGT SMART. RGT SMART has no government protection and investment encouragement law affecting the business or its subsidiaries. The Group is engaged in market intelligence and data analysis in all its aspects and operates in Southern Africa. KA SMART projects, which account for approximately 30% of the Group’s business, involve market evaluations for new and existing products, across all industries but with a strong focus on the motor industry, providing advanced analysis and interpretation to assist clients in making critical strategic decisions. This is in direct alignment to global trends. KA SMART is also involved in customer satisfaction and service quality systems (SQS) for a number of clients. After a development and testing phase in 2005, KA SMART launched an SQS program for the Motor Body Repairer (MBR) industry that has been spectacularly successful. The system involves the integration of SMS, Email, Internet and Call-Centre technology and has grown to a subscriber base of over 600 subscribers.

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RGT, comprises approximately 70% of the Group’s business and encompasses the following:

• Sole source of and supplier of new vehicles sales data to the SA motor industry, in association with NAAMSA, for the past 26 years.

• Owns a dynamic and steadily growing database of new vehicle models sold by manufacturer, dealer and town and licensing district in SA by month from 1980 onwards.

• NAAMSA approved supplier of new vehicle specification and pricing data. Majority of internet sites offering access to South African new vehicle specifications and pricing data obtain this data from RGT.

• Since inception, and in close association with the motor manufacturers and importers in SA, has developed a suite of analytical systems which are used on a daily basis by manufacturers and importers, (who reports data in detail to NAAMSA), and their dealer organisations throughout SA.

• Systems have relevance and application opportunities in other industrial sectors and in international markets.

• Company revenue based primarily on regular monthly annuity income from ”blue chip” customers. • RGT currently has no competitors and is protected by significant barriers to entry for any prospective

competitor. • Is trusted and respected by the South African motor industry. • Has developed large and sophisticated systems in daily use outside of the motor industry and has

recently established call centre capabilities. The operating results and state of affairs of the Company are fully set out in the Group annual financial statements below and do not, in our opinion, require any further comment. Going concern The Group annual financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. Post balance sheet events Subsequent to the year end the shareholders reached an agreement whereby 10 600 000 shares will be issued to CW Reed (Financial Director) prior to listing on the AltX of the Johannesburg Stock Exchange. In the following financial year this will be accounted for as an equity settled share based payment in terms of IFRS 2: Share Based Payments. The amount which will be expensed will be based on the market value of the equity instruments issued. Subsequent to year end and up to date of this report, dividends of R4 million were declared and paid to registered shareholders. The directors are not aware of any other material matter or circumstance arising since the end of the financial year. Authorised and issued share capital During the year 350 000 000 shares of 1 cent each were issued. As a result of this issue, share premium of R34 000 000 was raised after accounting for share issue expenses and an equity reserve of R37 500 000 was created to take into account the accounting effect of IFRS 3 – Business Combinations. Auditors Mazars Moores Rowland acted as the Group’s auditors for the year ended 28 February 2009. The independence of the auditors was confirmed by the Group’s Audit Committee. Litigation There is no major litigation pending against the Company or its subsidiaries.

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Non-current assets/liabilities The following additions were made to the non-current assets of the Company during the year: - Furniture and fixtures: R88 201 - Motor vehicles: R109 849 - Office equipment: R44 822 - IT equipment: R174 119 There have been no loans made or security furnished by RGT SMART or its subsidiaries for the benefit of any director or manager or any associate of any director or manager for the periods ended 31 August 2009 and up until the last practicable date. Interest in subsidiaries Name of subsidiary

Percentage held Net income after tax

RGT 100% 2 760 074 KA SMART 100% 2 077 452 Dividends No dividends were declared or paid to members during the year. Loans receivable There are no loans receivable as at 28 February 2009 and as at 31 August 2009. Convertible securities, options and employee share incentive schemes No convertible securities, options or employee share incentive schemes exist at 28 February 2009 and 31 August 2009.

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Balance Sheet Figures in Rand Note(s) Reviewed

31 August 2009 R’000

Audited 28 February 2009

R’000

Assets

Non-Current Assets Property, plant and equipment 3 419 378 Goodwill 4 19 439 19 439 Intangible assets 5 3 662 2 620 Investments in subsidiaries 6 - - Deferred tax 9 - 166 23 520 22 603

Current Assets Trade and other receivables 10 3 024 2 536 Current tax asset 200 - Cash and cash equivalents 11 441 223 3 665 2 759

Total Assets

27 185 25 362

Equity and Liabilities

Equity Share capital 13 1 1 Reserves 1 124 517 Retained income 15 869 14 439 16 994 14 957

Liabilities

Non-Current Liabilities Other financial liabilities 15 - 114 Deferred tax 9 21 70 21 184

Current Liabilities Loans from Group companies - - Loans from shareholders 7 98 264 Other financial liabilities 15 2 930 5 598 Current tax payable 1 060 1 165 Finance lease obligation 16 - - Operating lease liability - 141 Trade and other payables 18 5 469 2 286 Provisions 297 489 Bank overdraft 11 316 278 10 170 10 221 Total Liabilities 10 191 10 405 Total Equity and Liabilities 27 185 25 362 Net asset value per share (cents per share) 4.86 4.27 Net tangible asset value per share (cents per share)

(1.75) (2.03)

Weighted average number of shares in issue

350 000 200 350 000 200

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Income statements Figures in Rand Note(s) Reviewed

31 August 2009 R’000

Audited 28 February 2009

R’000 Revenue 13 238 21 689 Cost of sales (1 371) (3 255) Gross profit 11 867 18 434

Other income - - Operating expenses (7 940) (14 267) Operating profit

20 3 927 4 167

Investment revenue 21 1 11 Finance costs 22 (163) (280) Profit before taxation 3 765 3 898

Taxation 23 (1 291) (1 314) Profit for the period 2 474 2 584

Earnings per share (cents per share) 0.71 0.74 Headline earnings per share (cents per share) 0.71 0.74 Weighted average number of shares in issue 350 000 200 350 000 200 Statement of Changes in Equity

Figures in Rand

Share capital

Share premium

Total share

capital

Share based payment reserve

Retained earnings

Total equity

Balance at 01 March 2008

1 100 - 1 100 52 342 11 945 780 11 999 222

Changes in equity Profit for the year - - - - 2 583 497 2 583 497 Share based payments - - - 464 821 - 464 821 Share issue expense – share based payment - - - - (89 884) (89 884) Total changes - - - 464 821 2 493 613 2 958 434 Balance at 28 February 2009 1 100 - 1 100 517 163 14 439 393 14 957 656 Changes in equity Profit for the period - - - - 2 473 945 2 473 945 Share based payments - - - 606 784 - 606 784 Share issue expense – share based payment - - - - (44 785) (44 785)

Dividend paid - - - - (1 000 000) (1 000 000) Balance at 31 August

1 100 - 1 100 1 123 947 15 868 553 16 993 600

Note(s) 13 13 13 14

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Cash flow Statement Figures in Rand Note(s) Reviewed

31 August 2009 R’000

Audited 28 February 2009

R’000

Cash flows from operating activities Cash generated from operations 25 4 771 6 041 Interest income 1 11 Finance costs (163) (280) Tax paid 26 (1 615) (1 533) Net cash from operating activities 2 994 4 239

Cash flows from investing activities Purchase of property, plant and equipment

3 (198) (83)

Sale of property plant and equipment 3 - 95 Purchase of other intangible assets 5 (1 155) (2 683) Loans to Group companies repaid (204) - Acquisition of businesses 27 - 215 Net cash from investing activities (1 557) (2 456)

Cash flows from financing activities Repayment of other financial liabilities - (2 887) Repayment of shareholders loan (166) 707 Finance lease payments (91) (246) Dividends paid (1 000) - Net cash from financing activities (1 257) (2 427)

Total cash movement for the period 180 (645) Cash at the beginning of the period (55) 590 Total cash at end of the period 11 125 (55)

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Accounting Policies

1. Presentation of Annual Financial Statements

The Group annual financial statements have been prepared in accordance with International Financial Reporting Standards and the Companies Act of South Africa. The Group annual financial statements have been prepared on the historical cost basis, and incorporate the principal accounting policies set out below.

These accounting policies are consistent with the previous year.

1.1 Property, plant and equipment

Property, plant and equipment is initially recognized at cost. The cost of property, plant and equipment includes amounts incurred initially to acquire or construct an item of property, plant and equipment and amounts incurred subsequently to add to or replace part of the asset. Replacement costs include the cost of major inspections. If a replacement cost is recognized in the carrying amount of an item of property, plant and equipment, the carrying amount of the replaced part is derecognized. Day-to-day servicing costs, such as labour and consumables, are expensed in the income statement.

Property, plant and equipment is subsequently measured at cost less accumulated depreciation and any impairment losses. Depreciation is provided on all property, plant and equipment to write down the cost, less residual value, on a straight line basis over their useful lives as follows:

Item Average useful life Furniture and fixtures 6 years Motor vehicles 5 years Office equipment 5 - 6 years IT equipment 3 years

Where a part of an item of property, plant and equipment is significant in relation to the cost of the item, that part is depreciated separately. The depreciation charge is recognised as an expense in the income statement. The residual values, useful lives and depreciation methods applied to property, plant and equipment are reviewed, and adjusted if necessary, on an annual basis. These changes are accounted for as a change in estimate.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. The gain or loss arising from the derecognition of an item of property, plant and equipment is included in the income statement and is calculated as the difference between the net disposals proceeds, if any, and the carrying amount of the item at the date of derecognition.

1.2 Goodwill Goodwill is initially measured at cost, being the excess of the business combination over the Company's interest of the net fair value of the identifiable assets, liabilities and contingent liabilities. Subsequently, goodwill is measured at cost less any accumulated impairment losses. The excess of the Company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of the business combination is immediately recognised in profit or loss. Goodwill arising from a business combination where the agreement date is on or after 31 March 2004 is not amortised. Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired. At the acquisition date, goodwill is allocated to each of the cash generating units expected to benefit from a business combination. Impairment is determined by assessing the recoverable amount of the cash-generating unit to which goodwill relates. The recoverable amount is determined as the value in use of each cash generating unit by estimating the expected future cash flows in each unit and choosing a suitable discount rate in order to calculate the present value of those cash flows.

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Where the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, an impairment loss is recognised in the income statement beginning with the write off of the goodwill allocated to such cash-generating unit. Where the goodwill is insufficient to cover the amount of the impairment adjustment, the remaining assets in the cash-generating unit are impaired on a pro-rata basis. An impairment loss recognised for goodwill is not subsequently reversed. Where goodwill forms part of a cash-generating unit and that unit is disposed of, the goodwill is included in the carrying amount of the operation when determining the gain or loss on disposal of that operation. Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is determined on the basis of the relative value of the operation disposed of and the portion of the cash-generating unit retained. This goodwill is included in the carrying amount of the operation when determining the gain or loss on disposal of that operation. Internally generated goodwill is not recognised as an asset.

1.3 Intangible assets Intangible assets are initially recognised at cost. The cost of an intangible asset includes its purchase price and any directly attributable cost of preparing the asset for its intended use. Where an intangible asset is acquired in a business combination, the cost of that intangible asset is its fair value at the acquisition date. Expenditure on research (or on the research phase of an internal project) is recognised as an expense when it is incurred. Computer software that is integral to the operation of related hardware is classified as property, plant and equipment and is measured in terms of that accounting policy note. Other computer software is classified as intangible assets and is measured in terms of this accounting policy. Where an intangible asset arises through an internal project, the cost of that intangible asset is the total expenditure incurred from the development phase of the project when the Company can demonstrate all of the following:

• the technical feasibility to completing the intangible asset so that it will be available for use or sale; • its intention to complete and its ability to use or sell the asset; • how the asset will generate future economic benefits; • the availability of resources to complete and the ability to measure reliably the expenditure during the

development. Expenditure incurred during the research phase of an internal project and all other expenditure incurred on internally generated intangible assets is recognised as an expense in the income statement when it is incurred. Intangible assets are carried at cost less any accumulated amortisation and any impairment losses. For purposes of determining the amortisation of intangible assets, the useful lives of these assets are assessed as being either indefinite or finite. An intangible asset is regarded as having an indefinite useful life when, based on all relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the Company. Amortisation is not provided for these intangible assets. For all other intangible assets, amortisation is provided on a straight-line basis so as to write down the cost of the intangible assets, less their residual values, on the straight line basis over their useful lives as follows: Computer software, internally generated – 15 years The amortisation charge is recognised as an expense in the income statement. The amortisation period and amortisation method applied to intangible assets with a finite useful life is reviewed, and adjusted if necessary, on an annual basis. These changes are accounted for as a change in estimate.

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Intangible assets with indefinite useful lives are tested for impairment annually by determining the recoverable amount of the assets either individually or at the cash-generating unit level. Where this assessment is performed at the cash-generating unit level, the impairment is determined by assessing the recoverable amount of the cash-generating unit to which the intangible asset relates. In such instances, the recoverable amount is determined as the value in use of the cash-generating unit by estimating the expected future cash flows in the unit and choosing a suitable discount rate in order to calculate the present value of those cash flows. Where the recoverable amount is less than the carrying amount of the asset or the cash-generating unit, an impairment loss is recognised in the income statement. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether the indefinite life assessment continues to be supportable. If not, the change in the useful life assessment is made prospectively. Intangible assets are derecognised upon disposal or when no future economic benefits are expected from its use or disposal. The gain or loss arising from the derecognition of an intangible asset is included in the income statement and is calculated as the difference between the net disposal proceeds, if any, and the carrying amount of the asset at the date of derecognition.

1.4 Investment in subsidiaries Group annual financial statements The Group annual financial statements comprise the consolidated financial statements of the holding company and its subsidiaries. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, transactions, income and expenses are eliminated in full in the consolidated financial statements. Subsidiaries are consolidated from the date of acquisition, which is the date on which the Group obtains control of the subsidiary, and continue to be consolidated until the date that control ceases. The initial accounting of a subsidiary in the consolidated financial statements on the date of acquisition follows the purchase method of accounting. The purchase method of accounting involves allocating the cost of the business combination to the fair value of the assets acquired and liabilities and contingent liabilities assumed. The cost of the business combination is the total of the fair values of all assets given, liabilities incurred and equity instruments issued to acquire the subsidiary, including directly attributable costs. On acquisition the Group recognises the subsidiary’s identifiable assets, liabilities and contingent liabilities at fair value, except for assets classified as held-for-sale, which are recognised at fair value less costs to sell.

1.5 Financial instruments

Initial recognition

The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial assets and financial liabilities are recognised on the Group's balance sheet when the Company becomes party to the contractual provisions of the instrument.

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Loans from shareholders These financial instruments are initially recognised at fair value plus direct transaction costs. The initial fair value of such loans is the cash consideration given or received. However, when there is evidence that the fair value is different to the cash consideration given or received, the initial fair value is determined using a valuation technique and by applying terms and conditions on similar or market-related loans. Any difference between the initial fair value of the loan and the cash consideration given or received is recorded in the income statement immediately. Subsequently, these loans are measured at amortised cost using the effective interest rate method, less any impairment loss recognised to reflect irrecoverable amounts. The amortised cost method results in the accrual of interest in each period by applying the effective interest rate implicit to the loan to the outstanding balance on the loan. Any repayments received or paid reduce the loans. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments through the expected life of the financial instrument to the net carrying amount of the financial asset or financial liability. Loan payables that bear no interest and where there are no determinable terms of repayment are included in current liabilities, unless the Company has an unconditional right to defer settlement for at least 12 months from the balance sheet date. If the liability is included in non-current liabilities, it is assumed that repayment will only occur after 12 months from the balance sheet date. Any adjustment arising from applying the effective interest rate method over a 12-month period is ignored if it is immaterial and the loan is then recorded at cost.

Trade receivables

Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

Trade payables Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

Cash and cash equivalents Cash and cash equivalents comprise cash on hand. These are initially and subsequently recorded at fair value. For purposes of the cash flow statement, cash and cash equivalents comprise cash and cash equivalents define above, net outstanding bank overdrafts.

Bank overdrafts and borrowings Bank overdrafts and borrowings are initially measured at fair value, which is the cash consideration received less transaction costs. Subsequently, bank overdrafts and borrowings are measured at amortised cost, using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the Group’s accounting policy for borrowing costs.

1.6 Tax Current tax assets and liabilities Current tax for current and prior periods is, to the extent unpaid, recognised as a tax payable in the balance sheet. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as a tax receivable in the balance sheet. Current tax liabilities and current tax assets are measured at the amount expected to be paid to (recovered from) the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.

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Deferred tax assets and liabilities A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of goodwill, or the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit (accounting loss) nor taxable profit (tax loss). A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized, unless the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that at the time of the transaction, affects neither accounting profit (accounting loss) nor taxable profit (tax loss). A deferred tax liability is recognised for all taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except to the extent that the Company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. A deferred tax asset is recognised for all deductible temporary differences arising from investments in subsidiaries, associates and interests in joint ventures, to the extent that it is probable that the temporary difference will reverse in the foreseeable future, and taxable profit will be available against which the temporary difference can be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. The measurement of deferred tax assets and liabilities reflect the tax consequences that would follow from the manner in which the Company expects to recover or settle the carrying amounts of its assets and liabilities at the balance sheet date. The carrying amount of deferred tax assets in the balance sheet are reviewed annually and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are offset for presentation in the balance sheet where the Company has a legally enforceable right to do so and the income taxes relate to the same tax authority.

Tax expenses Current and deferred taxes are recognised as income or an expense and included in the income statement. The current tax payable is based on taxable profit. Taxable profit differs from profit reported in the income statement when there are items of income or expense that are taxable or deductible in other years and it also excludes items that are never taxable or deductible under existing tax legislation.

1.7 Leases Leases of assets where the Company assumes substantially all the benefits and risks of ownership are classified as finance leases. Leases of assets under which all the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases.

Finance leases - lessee Finance leases are recognised as assets and liabilities in the balance sheets at amounts equal to the fair value of the leased asset or, if lower, the present value on the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the lease. The lease payments are apportioned between the finance charge and reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of on the remaining balance of the liability. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the terms of the lease.

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Operating leases - lessee Operating lease payments are recognised as an expense on a straight-line basis over the lease term. The difference between the amounts recognised as an expense and the contractual payments are recognised as an operating lease liability. This liability is not discounted. Contingent rentals are not accounted for on a straight-line basis, but are expensed in the income statement in the period in which they occur.

1.8 Impairment of assets The Group assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Group estimates the recoverable amount of the asset. Irrespective of whether there is any indication of impairment, the Company also tests intangible assets with an indefinite useful life for impairment annually by comparing its carrying amount with its recoverable amount. This impairment test is performed during the annual year and at the same time every year. Irrespective of whether there is any indication of impairment, the Company also tests intangible assets with an indefinite useful life and goodwill acquired in a business combination for impairment annually by comparing its carrying amount with its recoverable amount. This impairment test is performed during the annual year and at the same time every year. Irrespective of whether there is any indication of impairment, the Company also tests goodwill acquired in a business combination for impairment annually by comparing its carrying amount with its recoverable amount. This impairment test is performed during the annual year and at the same time every year. The accounting policy that deals with the impairment of intangible assets with an indefinite useful life and goodwill are included in the respective accounting policy notes for those assets. If there is any indication that an asset may be impaired, recoverable amount is estimated for the individual asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs is determined. The recoverable amount of an asset or a cash generating unit is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset or to the cash-generating unit. If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss. In general, an impairment loss of assets carried at cost less any accumulated depreciation or amortisation is recognised immediately in the income statement. Any impairment loss of a revalued asset is treated as a revaluation decrease. An impairment loss is recognised for cash-generating units if the recoverable amount of the unit is less than the carrying amount of the units. The impairment loss is allocated to reduce the carrying amount of the assets of the unit by first reducing the goodwill allocated to the cash-generating unit (if any) and then to the other assets of the unit, pro rata on the basis of the carrying amount of each asset in the unit. The Company assesses at each balance sheet date whether there is any indication that an impairment loss recognised in prior periods for assets may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated. The increased carrying amount of an asset attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. In general, a reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortisation other than goodwill is recognised immediately in the income statement. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase.

1.9 Share capital and equity Share capital issued by the Company is recorded at the proceeds received, net of issue costs. If the Group reacquires its own equity instruments, those instruments are deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments.

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1.10 Share-based payments Goods or services received or acquired in a share-based payment transaction where the Company settles the consideration for those goods or services by issuing shares or share options are classified as equity settled share-based payments. These include share-based payment transactions where employees (including the directors) receive remuneration for services rendered to the Company in the form of shares or share options. These also include share-based payment transactions where employees (including the directors) receive share or share options in the Group holding company as a result of their employment with this company. Goods or services received or acquired in a share-based payment transaction where the Company settles the consideration for those goods or services in cash and where the cash consideration is determined by reference to the Company’s share price are classified as cash settled share-based payments. These include share-based payment transactions where employees (including the directors) receive remuneration for services rendered to the Company in the form of cash that is linked to the change in the value of the Company’s shares. Goods or services received or acquired in a share-based payment transaction are recognised when the goods or as the services are received. A corresponding increase in equity is recognised if the goods or services were received in an equity-settled share-based payment transaction or a liability if the goods or services were acquired in a cash settled share-based payment transaction. Goods or services received or acquired in a share-based payment transaction are recognised when the goods or as the services are received. A corresponding increase in equity is recognised if the goods or services were received in an equity-settled share-based payment transaction. Goods or services received or acquired in a share-based payment transaction are recognised when the goods or as the services are received. A corresponding increase in a liability is recognised where the goods or services were acquired in a cash settled share-based payment transaction. When the goods or services received or acquired in a share-based payment transaction do not qualify for recognition as assets, they are recognised as expenses in the income statement. Transactions with employees (including directors) are recognised as a salary cost in the income statement. For equity-settled share-based payment transactions, the goods or services received are measured, and the corresponding increase in equity, directly, at the fair value of the goods or services received, unless that fair value cannot be estimated reliably. If the fair value of the goods or services received cannot be estimated reliably, their value and the corresponding increase in equity, indirectly, are measured by reference to the fair value of the equity instruments granted. For share-based payment transactions with employees (including directors), the fair value of the transaction is measured as the fair value of the share or share options granted at the grant date. If the share based payments vest immediately the services received are recognised in full. If the share-based payments granted do not vest until the employee or counterparty completes a specified period of service or achieves a specified performance conditions, the Company accounts for those services as they are rendered by the employee or counterparty during the vesting period on a straight-line basis. The fair value that is accounted for over the vesting period on a straight-line basis is determined on the grant date of the share-based payment. The cumulative expense that is recognised at each balance sheet date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of shares or share options that will ultimately vest. No expense is recognised for awards that do not ultimately vest, except for awards where the vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided all other performance conditions are satisfied. Where the terms of an equity-settled share-based payment are modified, as a minimum the expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modifications, which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification. Where an equity settled award is cancelled, it is treated as if it has vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award.

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1.11 Employee benefits

Short-term employee benefits

The cost of short-term employee benefits, (those payable within 12 months after the service is rendered, such as wages, salaries, paid annual leave and sick leave, bonuses, and non-monetary benefits such as medical aid, cars and housing), are recognized in the period in which the service is rendered and are not discounted. The expected cost of compensated leave absences is recognised as an expense as the employee render service that increase their entitlement or, in the case of non-accumulating leave absences, when the absence occurs. Accumulating compensated leave absences are measured as the amount that the Company expects to pay as a result of unused entitlement that has accumulated at the balance sheet date. The expected cost of accrued leave is recognised as an expense as the employee render service that increase their entitlement or, in the case of non-accumulating leave, when the absence occurs. Accrued leave is measured as the amount that the Company expects to pay as a result of unused entitlement that has accumulated to the employee at the balance sheet date. The expected cost of bonus payments is recognised as an expense when there is a legal or constructive obligation to make such payments as a result of past performance.

1.12 Revenue Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of business, net of trade discounts and value added tax. Revenue arising from the rendering of services is recognised when the outcome of the transaction can be estimated reliable by reference to the stage of completion of the transaction. Revenue is measured at the fair value of the consideration received or receivable, excluding value added tax and trade discounts. Interest revenue is recognised in the income statement, using the effective interest rate method.

1.13 Borrowing costs Borrowing costs arise on the borrowing of funds and are recognised as an expense in the income statement, in the finance costs line item, in the period in which they are incurred.

1.14 Business Combinations The initial accounting of a business combination on the date of acquisition follows the purchase method of accounting. The purchase method of accounting involves allocating the cost of the business combination to the fair value of the assets acquired and liabilities and contingent liabilities assumed. The cost of the business combination is the total of the fair values of all assets given, liabilities incurred and equity instruments issued to acquire the business, including directly attributable costs. 2. New standards and interpretations 2.1 Standards and Interpretations early adopted

The Group has chosen to early adopt the following standards and interpretations: IFRS 8 Operating Segments IFRS 8 (AC 145) replaces IAS 14 (AC 115) Segment Reporting. The new standard requires a 'management approach', under which segment information is presented on the same basis as that used for internal reporting purposes. The effective date of the standard is for years beginning on or after 01 January 2009. The Group adopted the standard for the first time in the 2009 Group annual financial statements.

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2.2 Standards and interpretations not yet effective The Group has chosen not to early adopt the following standards and interpretations, which have been published and are mandatory for the Group’s accounting periods beginning on or after 01 March 2009 or later periods: Improved and revised Standards: •IFRS 1 First-time Adoption of International Financial Reporting Standards (effective date 1 January 2009) •IFRS 2 Share Based Payments (effective date 1 January 2009) •IFRS 3 Business Combinations (effective date 1 July 2009) •IFRS 5 Non-current Assets Held for Sale and Discontinued Operations (effective date 1 July 2009) •IFRS 7 Financial Instruments: Disclosures (effective date 1 January 2009) •IAS 1 Presentation of Financial Statements: Capital Disclosures (effective date 1 January 2007) •IAS 1 Presentation of Financial Statements (effective date 1 January 2009) •IAS 7 Statement of Cash Flows (effective date 1 January 2009, with consequential amendments from changes to IAS 27 Consolidated and Separate Financial Statements having an effective date of 1 July 2009) •IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (effective date 1 January 2009) •IAS 12 Income Taxes (effective date 1 July 2009) •IAS 10 Events after the Reporting Period (effective date 1 January 2009) •IAS 16 Property, Plant and Equipment (effective date 1 January 2009) •IAS 18 Revenue (effective date 1 January 2009) •IAS 19 Employee Benefits (effective date 1 January 2009) •IAS 20 Accounting for Government Grants and Disclosure of Government Assistance (effective date 1 January 2009) •IAS 21 The Effect of Changes in Foreign Exchange Rates (effective 1 January 2009) •IAS 23 Borrowing Costs (effective date 1 January 2009) •IAS 27 Consolidated and Separate Financial Statements (effective date 1 January 2009, with consequential amendments from changes to Business Combinations having an effective date of 1 July 2009) •IAS 28 Investments in Associates (effective date 1 January 2009, with consequential amendments from changes to Business Combinations having an effective date of 1 July 2009) •IAS 29 Financial Reporting in Hyperinflationary Economies (effective date 1 January 2009) •IAS 31 Interests in Joint Ventures (effective date 1 January 2009, with consequential amendments from changes to Business Combinations having an effective date of 1 July 2009) •IAS 32 Financial Instruments: Presentation (effective date 1 January 2009) •IAS 34 Interim Financial Reporting (effective date 1 January 2009) •IAS 36 Impairment of Assets (effective date 1 January 2009) •IAS 38 Intangible Assets (effective date 1 January 2009) •IAS 39 Financial Instruments: Recognition and Measurement (effective date 1 January 2009, with amendments for eligible hedged items and reclassifications of financial assets having an effective date of 1 July 2009) •IAS 40 Investment Property (effective date 1 January 2009) •IAS 41 Agriculture (effective date 1 January 2009) New Standards and Interpretations: •IFRS 7 Financial Instruments: Disclosures (effective date 1 January 2007) •IFRIC 7 Applying the Restatement Approach Under IAS 29 Financial Reporting Under Hyperinflationary Economies (effective date 1 March 2006) •IFRIC 8 Scope of IFRS 2 (I May 2006) •AC 503 Accounting for Black Economic Empowerment (BEE) Transactions (effective date 1 May 2006) •IFRIC 9 Reassessment of Embedded Derivatives (effective date 1 June 2006, amendments with an effective date for years ending on or after 20 June 2009) •IFRIC 10 Interim Financial Reporting and Impairment (effective date 1 November 2006) •IFRIC 11 Group and Treasury Share Transactions (effective date 1 March 2007) •IFRIC 12 Service Concession Arrangements (effective date 1 January 2008) •IFRIC 13 Customer Loyalty Programmes (effective date1 July 2008) •IFRIC 14 IAS 19 – The Limitation on a Defined Benefit Asset, Minimum Funding Requirements and Their Interaction (effective date 1 January 2008) •IFRIC 15 Agreements for the Construction of Real Estate (effective date 1 January 2009) •IFRIC 16 Hedges of a Net Investment in a Foreign Operation (effective date 1 October 2008) •IFRIC 17 Distribution of Non-Cash Assets to Owners (effective date 1 July 2009)

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Notes to the Annual Financial Statements Figures in Rand

3. Property, plant and equipment

28 February 2009 Cost Accumulated depreciation Carrying value Furniture and fixtures 167 568 (94 595) 72 973 Motor vehicles 159 780 (79 890) 79 890 Office equipment 198 168 (125 228) 72 940 IT equipment 1 063 106 (911 189) 151 917 Total 1 588 622 (1 210 902) 377 720

Reconciliation of property, plant & equipment - 28 February 2009 Opening

Balance Additions Additions

through business

combinations

Disposals Depreciation Total

Furniture and fixtures 2 206 6 200 82 001 - (17 434) 72 973 Motor vehicles 124 115 - 109 849 (102 838) (51 236) 79 890 Office equipment 52 746 12 176 32 646 - (24 628) 72 940 IT equipment 48 952 64 293 109 826 - (71 154) 151 917 228 019 82 669 334 322 (102 838) (164 452) 377 720

4. Goodwill

28 February 2009 Cost Accumulated Impairment Carrying value Goodwill 21 450 081 (2 011 025) 19 439 056

Reconciliation of goodwill - 28 February 2009 Opening

Balance Additions through

business combinations Transfers Total

Goodwill 18 099 229 1 339 827 - 19 439 056

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5. Intangible assets

28 February 2009 Cost / Valuation Accumulated amortisation Carrying value Computer software, internally generated 2 683 411 (62 932) 2 620 479

Reconciliation of intangible assets – 28 February 2009 Opening

Balance Additions Additions

through business

combinations

Amortisation Total

Computer software, internally generated - 2 683 411 - (62 932) 2 620 479

6. Investment in subsidiaries

Name of company 28 February 2009 % Holding Carrying amount RGT 100 20 000 000 KA SMART 100 10 000 000 30 000 000

The carrying amounts of subsidiaries are shown net of impairment losses.

7. Loans from shareholders

28 February 2009 The De Vantier Family Trust (147 813) The Greenhills Family Trust (115 900) (263 713)

The loans are unsecured, interest free and have no specified terms of repayment.

Fair value of loans to and from shareholders The loans are interest free and have no repayment terms. Accordingly the fair value of the loans cannot be ascertained as the future cash flows cannot be reliably determined.

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8. Financial assets by category

The accounting policies for financial instruments have been applied to the line items below:

28 February 2009 Loans and

receivables Fair value

through profit or

loss – held for trading

Fair value through profit

or loss - designated

Held to maturity

investments

Available for sale

Total

Trade and other receivables 2 510 804 - - - - 2 510 804 Cash and cash equivalents 223 078 - - - - 223 078 Total 2 733 882 - - - - 2 733 882

9. Deferred Tax

Deferred tax asset 28 February 2009 Intangible assets (70 475) Operating lease liability 39 408 Provisions 126 178

95 111

Reconciliation of deferred tax asset (liability) Originating temporary difference on operating lease liability

39 408

Originating temporary difference on provisions 126 178 Originating temporary difference on intangible asset amortisation

(70 475)

95 111

Recognition of deferred tax asset

In the separate financial statements of the Company there is an estimated loss of R82 095. No deferred tax asset was raised on this estimated loss.

10. Trade and receivables

28 February 2009 Trade receivables 2 418 671 Prepayments 25 000 Deposits 28 454 Other receivable 63 680 2 535 805

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Trade and other receivables past due but not impaired Trade receivables which are less than 2 months outstanding are not considered to be past due. At 28 February 2009, R184 133 (2008: R29 911) were past due but not impaired.

28 February 2009 1 month past due (90 days outstanding) 150 732 2 months past due (120 days outstanding) 33 401

Reconciliation of provision for impairment of trade and other receivables

28 February 2009 Provision for impairment 144 673 Amounts written off as uncollectable (144 673) - The creation and release of provision for impaired receivables have been included in operating expenses in the income statement. Amounts charged to the allowance account are generally written off when there is no expectation of recovering additional cash. Trade receivables are measured at amortised cost. The Company has not reclassified any trade receivables from fair value to amortised cost during the current or prior year. The maximum exposure to credit risk at the reporting date is the carrying amounts of trade and other receivables. The Group does not hold any collateral as security. The debtors of the Company are pledged as security for the bank overdraft.

11. Cash and cash equivalents

Cash and cash equivalents consist of:

28 February 2009 Cash on hand 4 000 Bank balances 219 078 Bank overdraft (277 539) (54 461) Current assets 223 078 Current liabilities (277 539) (54 461) The bank overdraft is secured as follows: - Unlimited suretyship by Kanema - Limited suretyship of R1 450 000 by NS Bruton - Limited suretyship of R1 450 000 by M Krüger - Unlimited general cession of the debtors of RGT

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12. Share based payments Shares to be issued prior to listing Number Weighted exercise price Total value Outstanding at the end of the year - BCI 2 700 000 0.0857 231 390 Outstanding at the end if the year – Arcay 17 500 000 0.0857 1 499 750 On 31 August 2007 an agreement was entered into between the Group and BCI whereby 2.7 million shares would be paid by way of a share issue. The weighted exercise price was determined by reference to an independent valuation of the Company at 28 February 2009 (8.57 cents per share). On 18 November 2008 an agreement was entered into between the Group and Arcay whereby a 5% carry in the business (calculated before listing) would be paid to Arcay in lieu of services rendered.

13. Share capital Group Company

28 February 2009 28 February 2009 Authorised

4 000 Ordinary shares of R1 each 4 000 - 500 000 000 Ordinary shares of 1 cent each - 5 000 000 Reconciliation of number of shares issued: Ordinary shares reported as at 01 March (350 000 200 shares at 1 cent each and 1 100 shares at R1 each)

3 501 102 -

Share premium reported at 01 March 34 000 000 - Equity reserve (37 500 002) - Issue of shares – ordinary shares - 3 500 002 Issue of shares – share premium - 34 000 000 1 100 37 500 002 Issued 350 000 200 Ordinary shares 1 100 3 500 002 Share premium - 34 000 000

1 100 37 500 002

The equity reserve arose as a result of accounting for the reverse acquisition in terms of IFRS 3 Business Combinations. The standard requires the share capital disclosed to be that of the legal parent or accounting subsidiary (being RGT SMART), whilst the net issued capital has to be that of the accounting acquirer or legal subsidiary (being RGT), as adjusted for:

• the number of equity instruments it would have had to issue to acquire the various accounting subsidiaries as determined when calculating the purchase consideration for the acquisition; and

• share issued subsequent to the acquisition transaction.

14. Share based payment reserve

28 February 2009 Balance at the beginning of the year 121 935 Movement during the year 395 228

517 163

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15. Other financial liabilities

28 February 2009 Held at amortised cost Installment sale agreement – Tavcor Motor Group (Pty) Ltd

113 728

The loan, arising from the purchase of a motor vehicle, is secured by a motor vehicle with a book value of R80 000, bears interest at 1% below the prime overdraft rate per annum and is repayable in monthly installments of R3 142 from working capital. Kanema 2 099 378 The loan, which was advanced to assist with the settlement of taxes and the overdraft of RGT a number of years ago, is unsecured, interest free and is repayable by 29 September 2013. Loans from directors 3 498 907 The loans arose in 2001 from the sale of two business enterprises to RGT and are unsecured, bear interest at variable rates and have no specified terms of repayment.

5 712 013

Non-current liabilities at amortised cost 113 728 Current liabilities at amortised cost 5 598 285 5 712 013

16. Finance lease obligation 28 February 2009 Minimum lease payments due - within one year -

17. Provisions Reconciliation of provisions as at 28 February 2009 Opening Balance Additions Total Provision for leave pay - 242 769 242 769 Bonus provision - 142 746 142 746 Other provisions - 103 306 103 306 - 488 821 488 821

18. Trade and other payables

28 February 2009 Trade payables 1 309 254 VAT 284 226 Payroll accruals 265 110 Other payables 427 325 2 285 915

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19. Financial liabilities by category The accounting policies for financial instruments have been applied to the line items below:

28 February 2009 Financial

liabilities at amortised cost

Fair value through profit or loss – held for

trading

Fair value through profit or loss -

designated

Total

Loans from shareholders 263 713 - - 263 713 Other financial liabilities 5 712 013 - - 5 712 013 Trade and other payables 2 001 685 - - 2 001 685 Bank overdraft 277 539 - - 277 539 Total 8 254 950 - - 8 254 950

20. Operating profit

28 February 2009 Operating profit for the year is stated after accounting for the following: Premises

• Contractual amounts 1 249 741 Motor Vehicles

• Contractual amounts - Equipment

• Contractual amounts 45 687 1 295 428 Loss on sale of property, plant and equipment

(8 020)

Share based payments 374 937 Amortisation on intangible assets 62 932 Depreciation on property, plant and equipment

164 452

Employee costs 9 703 304

21. Investment revenue

28 February 2009 Interest revenue Bank 10 723

22. Finance costs

28 February 2009 Group companies 205 414 Bank 20 328 Late payment of tax 20 153 Other interest paid 34 413 280 308

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23. Taxation

Major components of the tax expense

28 February 2009 Current Local income tax – current period 1 408 757 Deferred Originating and reversing temporary differences (95 111) 1 313 646

Reconciliation of the tax expense Reconciliation between the accounting profit and tax expense Accounting profit 3 897 143 Tax at the applicable tax rate of 28% (2008: 29%)

1 091 200

Tax effects of adjustments on taxable income

Company formation expenses 17 956 Non deductible consulting fees 93 166 Fines and penalties paid 6 342 Share based payments – not deductible 104 982 Impairment loss – investment in subsidiary - Tax losses available for set-off against future taxable income

-

1 313 646

24. Auditors’ remuneration

28 February 2009 Fees 101 790 Tax and secretarial services 7 395 109 185

25. Cash generated from operations

28 February 2009 Profit before taxation 3 897 143 Adjustments for: Depreciation and amortisation 227 384 Loss on sale of assets 8 020 Interest received (10 723) Finance costs 280 308 Fair value adjustments - Movements in operating lease assets and accruals 140 741 Movements in provisions 488 821 Share based payments 374 937 Changes in working capital: Trade and other receivables (342 376) Trade and other payables 977 171 6 041 426

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26. Tax paid

28 February 2009 Balance at the beginning of the year (898 481) Current tax for the year recognized in income statement (1 408 757) Adjustment in respect of businesses sold and acquired during the year

(390 698)

Balance at the end of the year 1 164 851 (1 533 085)

27. Acquisition of businesses

The effective date of this business combination was 1 June 2008. In terms of this business combination RGT acquired the business of KA SMART and 100% of the voting rights were obtained in terms of this business combination.

28 February 2009 Fair value of assets acquired Property, plant and equipment 334 322 Other non-current assets 442 891 Trade and other receivables 250 831 Trade and other payables (930 930) Tax assets/liabilities (390 698) Borrowings (1 261 144) Cash 214 901 (1 339 827)

Consideration paid Equity – 130 666 666 ordinary shares in RGT SMART

(14 000 000)

Goodwill on acquisition 15 339 827 1 339 827 Net cash outflow on acquisition Cash acquired 214 901

28. Commitments

Operating leases – as lessee (expense)

28 February 2009 Minimum lease payments due - within one year 330 000 - in second to fifth year inclusive 1 684 683 - later than five years 2 596 231 4 610 914

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29. First-time adoption of International Financial Reporting Standards The Group has applied IFRS 1, First-time adoption of International Financial Reporting Standards, to provide a starting point for the reporting under International Reporting Standards. On principle these standards have been applied retrospectively and the current year amounts in these Group annual financial statements would contain any changes as a result of the first-time adoption of IFRS 1. The date of transition was 1 March 2007. As the Group has applied International Financial Reporting Standards in the past, there has been no effect on the prior year amounts as a result of adopting IFRS 1, First-time adoption of International Financial Reporting Standard.

30. Related parties Entities controlled by the directors Kanema KA Smart Property Holding (Pty) Ltd Common directorship BCI (J Magliolo)

Related party balances Company 28 February 2009 29 February 2008 Amounts owing to shareholders The De Vantier Family Trust 147 813 - The Greenhills Family Trust 115 900 - Amounts owing to other related parties Kanema 2 072 810 2 203 026 Related party transactions Rent paid to other related parties KA Smart Property Holding (Pty) Ltd 225 000 - Kanema 929 000 788 608 31. Directors' emoluments Group – Executive 28 February 2009

Salary and bonus

Travel allowance

Medical aid fringe benefit

Total

NS Bruton 1 331 120 - - 1 331 120 AW Calcutt 434 819 - - 434 819 PB de Vantier 573 077 13 500 24 045 610 622 M Krüger 1 718 385 - - 1 718 385 CW Reed 199 189 45 000 - 244 189 4 256 590 58 500 24 045 4 339 135 Group – Non-executive 28 February 2009

Other (consultancy fee)

Total

J Magliolo 332 738 332 738 32. Change in estimate Intangible assets The useful lives of certain intangible assets were previously estimated to be 3 years. In the current period management have revised their estimate to 15 years. The effect of this revision has decreased the amortisation charge by R251 698 for the current year. For the future periods the annual amortisation will be decreased by R350 764. The impact on tax is R70 475 for the current period and R98 214 for the future periods.

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33. Risk management Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, Group treasury maintains flexibility in funding by maintaining availability under committed credit lines. The Group’s risk to liquidity is a result of the funds available to cover future commitments. The Group manages liquidity risk through an ongoing review of future commitments and credit facilities. The table below analyses the Group’s financial instruments into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. 28 February 2009 Less than 1 year More than 1 year Loans from shareholders (263 713) - Trade and other payables (2 001 685) - Operating lease liability (22 961) (273 808) Other financial liabilities (5 712 013) - Trade and other receivables 2 482 345 - Cash and cash equivalents 223 078 - Bank overdraft (277 539) - Interest rate risk The Group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Group policy is to maintain approximately 100% of its borrowings in variable rate instruments. The Group analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration refinancing, renewal of existing positions, alternative financing and hedging. Based on these scenarios, the Group calculates the impact on profit and loss of a defined interest rate shift. The scenarios are run only for liabilities that represent the major interest-bearing positions. Based on the simulations performed, the impact on post-tax profit of a 1% shift would be a maximum change of R819. Capital risk management The Group’s short-term objective of capital management is to enable it to continue as a going concern. Over the longer term the Group aims to optimise its debt to equity ratio. The Group considers its capital to consist of share capital, share premium and reserves and the interest free shareholder's loan. Net debt includes loans and borrowings, trade and other payables and bank overdraft, net of cash and cash equivalents. 28 February 2009 Loans and borrowings 5 712 013 Trade and other payables 2 285 911 Less: Cash and cash equivalents 54 461 Net debt 8 052 385 Equity 14 957 656 Interest free shareholder’s loan 263 713 Total capital 15 221 369 Debt to equity ratio 52.9%

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Credit risk Credit risk is managed on a group basis. Credit risk consists mainly of cash deposits, cash equivalents and trade debtors. The Group only deposits cash with major banks with high quality credit standing. Trade receivables comprise a widespread customer base. Management evaluated credit risk relating to customers on an ongoing basis. If customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, risk control assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the board. The utilisation of credit limits is regularly monitored. Foreign exchange risk

The Group does not trade internationally and as such is not exposed to foreign exchange risk. 34. Earnings per share, headline earnings reconciliation and asset value per share 2009

Earnings per share - Group Net profit for the year attributable to equity holders of the Group

2 583 497

Weighted average shares in issue 350 000 200 Diluted weighted average shares in issue 355 833 333 Earnings per share (cents) 0.74 Diluted earnings per share (cents) 0.74

Earnings per share is calculated by dividing earnings attributable to ordinary equity holders of the Group by the weighted average number of ordinary shares in issue. Diluted earnings per share is calculated by dividing earnings attributable to ordinarily equity holders of the Group by diluted weighted average number of ordinary shares in issue. 2009

Headline earning reconciliation Gross Net Profit after taxation attributable to equity holders of the Group - 2 583 497 Adjusted for: Loss on disposal of plant and equipment 8 020 5 774 Headline earnings - 2 589 271 Normalised headline earnings - - Adjusted for: Amortisation of intangibles 69 932 50 351 Normalised headline earnings - 2 639 622 Weighted average shares in issue - 350 000 200 Diluted weighted average shares in issue - 355 833 333 Headline earnings per share (cents) - 0.74 Diluted headline earnings per share (cents) - 0.74 Normalised headline earnings per share (cents) - 0.74 Diluted normalised headline earnings per share (cents) - 0.74 Headline earnings per share is calculated by dividing headline earnings attributable to ordinary equity holders of the Group by the weighted average number of ordinary shares in issue. Diluted headline earnings per share is calculated by dividing headline earnings attributable to ordinary equity holders of the Group by the diluted weighted average number of ordinary shares in issue.

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Normalised headline earnings per share is calculated by dividing the normalised headline earnings attributable to ordinary equity holders of the Group by the weighted average number of ordinary shares in issue. Diluted normalized earnings per share is calculated by dividing normalised headline earnings attributable to ordinary equity holders of the Group by the weighted average number of ordinary shares in issue. Asset value per share 2009 Total shares in issue 350 000 200 Net asset value per share (cents) 2.20 Net tangible asset value per share (cents) 0.92 Diluted net asset value per share (cents) 2.16 Diluted net tangible asset value per share (cents) 0.90 35. Segment information For the year ended 28 February 2009 Market

research Statistics

External revenue 7 490 340 14 199 011 Internal revenue - 1 393 180 Total revenue 7 490 340 15 592 191 Cost of sales (3 255 827) (1 392 792) Personnel costs (1 600 226) (7 854 168) Lease rentals (354 603) (940 825) Other costs (559 015) (2 230 355) EBITDA 1 720 669 3 174 051 Depreciation and amortization (416 491) (60 126) Finance income 10 723 - Finance costs (11 828) (268 480) Profit before tax 1 303 073 2 845 445

Segment assets 2 938 698 21 424 983 Total for

reportable segments

All other segments

Elimination of intersegment transactions

Total RGT SMART

External revenue 21 689 351 - - 21 689 351 Internal revenue 1 393 180 - (1 393 180) - Total revenue 23 082 531 - (1 393 180) 21 689 351 Cost of sales (4 648 619) - 1 393 180 (3 255 439) Personnel costs (9 454 394) (248 910) - (9 703 304) Lease rentals (1 295 428) - - (1 295 428) Other costs (2 789 370) - - (2 789 370) EBITDA 4 894 720 (248 910) - 4 645 810 Depreciation and amortization (476 617) (2 465) - (479 082) Finance income 10 723 - - 10 723 Finance costs (280 308) - - (280 308) Profit before tax 4 148 518 (251 375) - 3 897 143

Geographical information has not been presented as the information is not available and the cost to develop it would be excessive. Revenue from external customers for each product and service, or each group of similar products and services has not been presented, as the information is not available and the cost to develop it would be excessive. The Group does not earn revenue in excess of 10% from one single customer, and as such does not place reliance on a single customer or group of customer for its continued existence. 29. Material Changes Between the end of the latest financial period and the last practicable date, there has been no material

66

change in the financial or trading position of RGT SMART and its subsidiaries. Furthermore there has been no material fact or circumstance that has occurred between the end of the latest financial period of the Group and the publication of this prospectus, insofar as not already dealt with in the financial information included in the report of historical financial information presented above.

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ANNEXURE 3

INDEPENDENT REPORTING ACCOUNTANTS ASSURANCE REPORT ON THE PRO FORMA FINANCIAL INFORMATION OF RGT SMART 11 March 2010 The Directors RGT SMART Market Intelligence Limited PO Box 32013 Summerstrand Port Elizabeth 6001 Dear Sirs, INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF RGT SMART Introduction The definitions contained in the prospectus of which this report forms part have been used throughout this report. We have performed our limited assurance engagement in respect of the unaudited pro forma financial income statement and balance sheet (collectively “the pro forma financial information”) of RGT SMART set out in paragraph 4 and Annexure 3 of the prospectus to be dated on or about 19 March 2010, issued in connection with the issue of shares that is the subject of this prospectus to the shareholders of RGT SMART. The pro forma financial information has been prepared in accordance with the requirements of the JSE Limited (JSE) Listings Requirements, for illustrative purposes only, to provide information about how the share issue might have affected the reported historical financial information, had the issue been undertaken on 01 March 2009 for income statement purposes and on 31 August 2009 for balance sheet purposes. Directors’ responsibility The directors are responsible for the compilation, contents and presentation of the pro forma financial information contained in the prospectus and for the financial information from which it has been prepared. Their responsibility includes determining that: the pro forma information financial information has been properly compiled on the basis stated; the basis is consistent with the accounting policies of RGT SMART; and the pro forma adjustments are appropriate for the purposes of the pro forma financial information disclosed in terms of the JSE Listings Requirements. Reporting accountant’s responsibility Our responsibility is to express our limited assurance conclusion on the pro forma financial information included in the prospectus to RGT SMART shareholders. We conducted our assurance engagement in accordance with the International Standard on Assurance Engagements applicable to Assurance Engagements Other Than Audits or Reviews of Historical Financial Information and the Guide on Pro Forma Financial Information issued by The South African Institute of Chartered Accountants. This standard requires us to comply with ethical requirements and to plan and perform the assurance engagement to obtain sufficient appropriate evidence on which to base our conclusion. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

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Sources of information and work performed Our procedures consisted primarily of comparing the unadjusted financial information with the source documents, considering the pro forma adjustments in light of the accounting policies of RGT SMART, considering the evidence supporting the pro forma adjustments and discussing the adjusted pro forma financial information with the directors of RGT SMART in respect of the transactions. In arriving at our conclusion, we have relied upon financial information prepared by the directors of RGT SMART and other information from various public, financial and industry sources. While our work performed has involved an analysis of the historical published audited financial information and other information provided to us, our assurance engagement does not constitute an audit or review of any of the underlying financial information conducted in accordance with International Standards on Auditing or International Standards on Review Engagements and accordingly, we do not express an audit or review opinion. In a limited assurance engagement, the evidence-gathering procedures are more limited than for a reasonable assurance engagement and therefore less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our conclusion. Conclusion Based on our examination of the evidence obtained, nothing has come to our attention, which causes us to believe that:

• the pro forma financial information has not been properly compiled on the basis stated; • such basis is inconsistent with the accounting policies of RGT SMART; and • the adjustments are not appropriate for the purposes of the pro forma financial information as

disclosed in terms of paragraphs 8.17 and 8.30 JSE Listings Requirements. We consent to the inclusion of this letter and the reference to our opinion in the prospectus in the form and context in which it appears. Yours faithfully MAZARS MOORES ROWLAND Registered Auditor PO Box 6697 Johannesburg 2000 Partner: Anoop Ninan

69

ANNEXURE 4

PRO FORMA FINANCIAL INFORMATION The pro forma balance sheets and income statements have been prepared for illustrative purposes only, to provide information on how the offer would have impacted on the financial position of RGT SMART, had the issue of shares been effected on 31 August 2009 for balance sheet purposes and as at 01 March 2009 for income statement purposes. The nature of the pro forma balance sheet and income statement may not fairly present RGT SMART’s financial position, changes in equity, and results of operations or cash flow information after the offer. This report is the responsibility of the directors of RGT SMART. Balance Sheet Six month

reviewed 31 August 2009

R’000 “A”

Pre-Listing share based payments

R’000

“B”

Offer for subscription

R’000

“C”

Pro forma 31 August 2009

R’000

“D” ASSETS Non-current assets Property, plant and equipment

419 - - 419

Goodwill 19 439 - - 19 439 Intangible assets 3 662 - - 3 662 Current assets Trade and other receivables 3 024 - - 3 024 Current tax asset 200 - - 200 Cash and cash equivalents 441 - 1 297 1 738 Total assets 27 185 - 1 297 28 482 EQUITY AND LIABILITIES Capital and reserves Share capital 1 308 570 879 Share premium - 2 101 4 845 6 946 Reserves 1 124 (1 124) - - Retained income 15 869 (1 285) (872) 13 712 Non-current liabilities Deferred taxation 21 - - 21 Current liabilities Other financial liabilities 2 930 - (2 930) - Shareholder loans 98 - - 98 Current tax payable 1 060 - - 1 060 Operating lease liability - - - - Trade and other payables 5 469 - - 5 469 Provisions 297 - - 297 Bank overdraft 316 - (316) - Total equity and liabilities 27 185 - 1 297 28 482 Shares in issue ‘000 350 000 30 800 57 000 437 800 Net asset value per share (cents) 4.86 - 7.97 4.92 Net tangible asset value per share (cents)

(1.75) - 7.97 (0.36)

Notes: 1. Column “A” is extracted from the Company’s reviewed balance sheet as at 31 August 2009, without

adjustment. 2. Column "B" shows the issue of 30 799 900 ordinary shares from the issued share capital of the

company to Cliff Reed, Arcay and BCI less share issue costs of R231 390 which have been written off against share premium in terms of SIC 17. In addition, column “B” shows the transfer of equity relating to share based payments from retained earnings to share capital and share premium when the shares are issued.

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3. Column "C" shows the issue of 57 000 000 ordinary shares from the issued share capital of the

company for cash to public shareholders at an issue price of 10 cents per ordinary share less costs of R872 429. In addition to this, share issue costs of R285 000 which have been set off against share premium in terms of SIC 17.

4. It has been assumed that the offer for subscription to the public will be fully subscribed. 5. All non-current liabilities as well as bank overdraft will be settled with the proceeds from the issue of

shares. 6. All pre listing share based payments meet the criteria set out in IFRS 2 - Share based payments and

have been treated accordingly. 7. Column “D” shows the pro forma effects after the issue of 57 000 000 ordinary shares to the public for

cash at an issue price of 10 cents per ordinary share. Income Statement Six month

reviewed 31 August 2009

R’000 “A”

Pre-Listing share based payments

R’000

“B”

Offer for subscription

R’000

“C”

Pro forma 31 August 2009

R’000

“D” Revenue 13 238 - - 13 238 Cost of sales (1 371) - - (1 371) Gross profit 11 867 - - 11 867 Other income - - - - Operating expenses (7 940) (1 471) (872) (10 203) Operating profit 3 927 (1 471) (872) 1 584 Investment revenue 1 - - 1 Fair value adjustments - - - - Finance costs (163) - 163 - Profit before taxation 3 765 (1 471) (709) 1 585 Taxation (1 291) - (46) (1 337) Profit for the period 2 474 (1 471) (755) 248 Earnings per share (cents) 0.71 (4.78) (1.32) 0.06 Headline earnings per share (cents)

0.71 (4.78) (1.32) 0.06

Fully diluted shares (‘000’s) 350 000 30 800 57 000 437 800 Notes: 1. Column “A” is extracted from the Company’s reviewed results for the six month ended 31 August 2009,

without adjustment. 2. Column "B" shows the issue of 30 799 900 ordinary shares from the issued share capital of the

Company to Cliff Reed, Arcay and BCI less share issue costs of R231 390 which have been written off against share premium. Of these costs, R186 605 has already been recorded in terms of IFRS 2 as at 31 August 2009.

3. All pre listing share based payments meet the criteria set out in IFRS 2 - Share based payments and have been expensed accordingly. Of these costs, R937 500 has already been recorded in terms of IFRS 2 as at 31 August 2009.

4. Column "C" shows the issue of 57 000 000 ordinary shares from the issued share capital of the Company for cash to public shareholders at an issue price of 10 cents per ordinary share.

5. The income statement has been adjusted on the assumption that the offer happened with effect from 14 April 2009 and that the Company applied the funds against interest bearing borrowings. The interest impact on the income statement of the offer has been limited to the actual interest charge in the income statement for the six months ended 31 August 2009. The balance of the proceeds has been assumed to be received in cash and bank and no interest received has been assumed on these funds.

6. Column “D” shows the pro forma effects after the issue of 57 000 000 ordinary shares for cash at an issue price of 10 cents per ordinary share.

7. Listing costs of R872 429 have been assumed to be incurred. These fees relate to legal fees, valuation fees, reporting accounts fees, transfer secretary fees, AltX listing fees as well as printing, publication, distribution and advertising expenses. In addition to this, share issue costs of R285 000 have been set off against share premium in terms of SIC 17.

8. Taxation has been assumed at a notional rate of 28%. All listing costs have been assumed to be non-deductible for tax purposes.

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ANNEXURE 5 INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE PROFIT ESTIMATE AND FORECAST OF RGT SMART 11 March 2010 The Directors RGT SMART Market Intelligence Limited PO Box 32013 Summerstrand Port Elizabeth 6001 Dear Sirs, INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE PROFIT ESTIMATE AND FORECAST OF RGT SMART The definitions contained in the prospectus of which this report forms part have been used throughout this report. We have examined the accompanying consolidated profit estimate and forecast of RGT SMART for the years ending 28 February 2010, 28 February 2011 and 29 February 2012 respectively set out in Annexure 6 to the prospectus to RGT SMART shareholders to be dated on or about 19 March 2010. Directors’ responsibility The directors are responsible for the estimate and forecast, including the assumptions set out in Annexure 6 to the prospectus, on which it is based, and for the financial information from which it has been prepared. This responsibility, arising from compliance with the Listings Requirements of the JSE Limited, includes: determining whether the assumptions, barring unforeseen circumstances, provide a reasonable basis for the preparation of the estimate and forecast; whether the estimate and forecast has been properly compiled on the basis stated; and whether the estimate and forecast is presented on a basis consistent with the accounting policies of RGT SMART. Reporting accountants’ responsibility Our responsibility is to provide a limited assurance report on the estimate and forecast prepared for the purpose of complying with the Listings Requirements of the JSE Limited and for inclusion in the prospectus to RGT SMART shareholders. We conducted our assurance engagement in accordance with the International Standard on Assurance Engagements applicable to the Examination of Prospective Financial Information. This standard requires us to obtain sufficient appropriate evidence as to whether or not:

• management's best-estimate assumptions on which the estimate and forecast is based are not unreasonable and are consistent with the purpose of the information;

• the estimate and forecast is properly prepared on the basis of the assumptions; • the estimate and forecast is properly presented and all material assumptions are adequately

disclosed; and • the estimate and forecast is prepared and presented on a basis consistent with the accounting

policies of RGT SMART for the respective periods concerned. In a limited assurance engagement, the evidence - gathering procedures are more limited than for a reasonable assurance engagement and, therefore, less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion.

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Conclusion Based on our examination of the evidence obtained, nothing has come to our attention that causes us to believe that:

• the assumptions, barring unforeseen circumstances, do not provide a reasonable basis for the preparation of the estimate and forecast;

• the estimate and forecast has not been properly compiled on the basis stated; • the estimate and forecast has not been properly presented and all material assumptions are not

adequately disclosed; and • the estimate and forecast, is not presented on a basis consistent with the accounting policies of

RGT SMART. Actual results are likely to be different from the estimate and forecast, since anticipated events frequently do not occur as expected and the variation may be material. Accordingly no assurance is expressed regarding the achievability of the estimate and forecast. We consent to the inclusion of this letter and the reference to our opinion in the prospectus in the form and context in which it appears. Yours faithfully MAZARS MOORES ROWLAND Registered Auditor PO Box 6697 Johannesburg 2000 Partner: Anoop Ninan

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ANNEXURE 6 PROFIT ESTIMATE AND FORECAST ON RGT SMART FOR THE YEARS ENDING 28 FEBRUARY 2010, 28 FEBRUARY 2011 AND 29 FEBRUARY 2012 The profit estimate and forecast of RGT SMART for the years ending 28 February 2010 and 28 February 2011 respectively, the preparation of which is the responsibility of the directors of RGT SMART, are set out below. In addition, a profit forecast for the year ending 29 February 2012 has been included. The accounting policies applied in arriving at the estimate and forecast income are consistent in all respects with IFRS and with those accounting policies applied in the historic information presented. 28 February 2010 28 February 2011 29 February 2012 R’000 R’000 R’000 Revenue 25 158 31 315 35 578 Cost of sales (3 164) (4 616) (5 577) Gross profit 21 994 26 699 30 001 Operating expenses (17 210) (16 587) (18 091) Operating profit before interest 4 784 10 112 11 910 Impairment of goodwill (1 990) - - Interest received 1 112 119 Finance costs (230) (42) (57) Profit before taxation 2 564 10 182 11 972 Taxation (1 906) (2 455) (2 831) Secondary Tax on Companies (400) - - Profit after taxation 258 7 727 9 141 Attributable earnings 258 7 727 9 141 Weighted average shares in issue 350 000 200 430 343 030 437 800 000 Fully diluted shares 350 000 200 430 343 030 437 800 000 Earnings per share (cents) 0.07 1.80 2.09 Headline earnings per share (cents) 0.64 1.80 2.09 Assumptions: The assumptions utilised in the profit forecast and which are considered by management to be significant or are key factors on which the results of the Company will depend are disclosed below. The assumptions disclosed are not intended to be an exhaustive list. There are other routine assumptions which are not listed. The actual results achieved during the forecast period may vary from the forecast and the variations may or may not be material. 1. The current market conditions in the industry in which the business operates are not expected to

change substantially. 2. The estimate and forecast numbers have been prepared in terms of IFRS. 3. Revenue for 2010 has been secured and is in terms of current agreements. 4. The increase in revenue in 2011 and 2012 is primarily related to organic growth in respect of new

vehicle clinics, adhoc research, autoparc consulting and SQS Multidealers. 5. The 2010 profit estimate includes IFRS 2 share based payment adjustments of R2 033 563 relating to

Arcay and Cliff Reed, which adjustment is not expected to have a continuing effect on the Company. 6. Expenses have been forecast on a line by line basis and reflect the current budgeted expenditure and

takes into account the cost of being listed. 7. The present level of interest and tax rates will remain substantially unchanged. 8. The cash raised on the public offer is utilised to settle interest bearing borrowings and share issue

costs. 9. Interest from cash generated from operations has not been taken into account in the forecasts.

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10. The weighted average number of shares in issue is based on the offer for subscription being fully

subscribed and a listing date of 14 April 2010. 11. Dividends of R4 million will be declared in 2010 to the existing RGT Smart shareholders prior to listing

and the respective STC has been taken into account in the period. 12. Goodwill has been impaired by R1 990 352 based on an independent valuation performed by Moore

Stephens Corporate Finance as at 28 February 2010, the report dated 08 March 2010 is detailed in Annexure 14. This impairment has been taken into account and included in the 2010 profit estimate.

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ANNEXURE 7 ALTERATION TO SHARE CAPITAL AND PREMIUM ON SHARES Details Number of

Shares Par

value (cents)

Date Issue Price (cents)

Issue Premium

(cents) Subscribers to the memorandum 700 1 11 June 2008 100 99 Issued to the RGT vendors for the acquisition of RGT for a purchase consideration of R23 500 000

219 333 134 1 11 June 2008 10.71429 9.71429

Issued to the KA SMART vendors for the acquisition of KA SMART for a purchase consideration of R14 000 000

130 666 366 1 11 June 2008 10.71429 9.71429

Issued share capital as at 28 February 2009

350 000 200

BCI for corporate advisory services

2 699 900 1 29 January 2010 8.57 7.57

Cliff Reed Family Trust to ensure continued commitment by Clifford Walter Reed

10 599 900 1 29 January 2010 8.57 7.57

Arcay in settlement of invoice for listing services rendered in accordance with the mandate signed

17 500 000 1 04 January 2010 8.57 7.57

In issue before the offer 380 800 000 1 Public Offer

57 000 000 1 15 March 2010 10 9

In issue after the offer

437 800 000 1

Other than the above issues and the offer for subscription as contained in this prospectus, there have been no other offers, issues or share repurchases. In addition, there have been no alterations to the share capital of the Company since incorporation on 11 June 2008. Similarly there have been no special resolutions passed by the Company since its incorporation other than a special resolution passed on 23 February 2010 for the adoption of new articles of association in order to ensure compliance of the articles of association with the JSE Listings Requirements. In terms of IFRS 3 Business Combinations, the standard requires the share capital disclosed to be that of the legal parent or accounting subsidiary (being RGT SMART), whilst the net issued capital has to be that of the accounting acquirer or legal subsidiary (being RGT), as adjusted for the number of equity instruments it would have had to issue to acquire the various accounting subsidiaries as determined when calculating the purchase consideration for the acquisition and share issued subsequent to the acquisition transaction.

76

ANNEXURE 8

DETAILS OF IMMOVABLE PROPERTY LEASED FROM THIRD PARTIES Details of immovable property leased from third parties Landlord Type of

premises Location Expiry

date Lessee Monthly

rental (Rands)

Area (m2)

Escalation and frequency

Kanema Offices

5 Eighth Avenue Summerstrand Port Elizabeth 31/12/10 RGT 19 500 620

10% Annual

KRUCORP Offices

12 Seventh Avenue Summerstrand, Port Elizabeth 31/12/10 RGT 23 456 361

10% Annual

KA SMART Property Holdings (Pty) Ltd Offices

9 Third Avenue Newton Park Port Elizabeth 01/04/18 KA SMART 22 000 289

10% Annual

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ANNEXURE 9 OTHER DIRECTORSHIPS Set out below are the names of all companies and partnerships of which the directors of RGT SMART have been a director within the past five years. Name Company Nature of business Country of

incorporation AA Da Costa (current directorships)

Bidvest Group Limited IQUAD Group Limited Ukuvula Investment Holdings (Pty) Ltd Ukuvula Investments (Pty) Ltd Ukuvula Procurement Solutions (Pty) Ltd Ukuvula Property Investments (Pty) Ltd Ukuvula Ventures (Pty) Ltd

Holding Company Financial Services Company Investment and Holding Company Investment Company Procurement Company Property Investment Investment Company

South Africa South Africa South Africa South Africa South Africa South Africa South Africa

AA Da Costa (past directorships)

Autotex Rubber (Pty) Ltd t/a Acoustex Bittersweet Trade and Invest 11 (Pty) Ltd BreatheTex Corporation Dinatla (Pty) Ltd Grey Jade Trade and Invest 134 (Pty) Ltd Hollyberry Props 129 (Pty) Ltd Ilithe Capital Rubber (Pty) Ltd Ilithe Hospitality Services (Pty) Ltd Ilithe Management Services (Pty) Ltd IQUAD Property Investments Kismet Investments 49 (Pty) Ltd Mentor Trading and Investment 48 Ocean Spray Trading 38 (Pty) Ltd Priontex (Pty) Ltd Razzmatazz Trading and Investment 38 (Pty) Ltd Rickshaw Trade and Invest 62 (Pty) Ltd Sundance Holdings 1 (Pty) Ltd Survivor Investments 12 (Pty) Ltd Umoya Communications t/a Algoa FM Universal Equipment (Pty) Ltd

Automotive Company Mining Company Manufacturing Company Investment Company Automotive Company Mining Company Automotive Company Hospitality Company Consulting Company Property Investment Manufacturer of Non-Woven Materials Investment Company Mining Company Manufacturing Company Mining Company Mining Company Mining Company Metal Pressing, Motor Part Manufacturing Broadcasting Company Automotive Company

South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa

PB de Vantier (current directorships)

KA SMART KA Smart Management Consulting Jhb (Pty) Ltd KA Smart Property Holdings (Pty) Ltd

Management Consulting Management Consulting Property Holdings

South Africa South Africa South Africa

CW Reed (current directorships)

RGT KA SMART

Statistical Information for Automotive Industry Management Consulting

South Africa South Africa

Dr NS Bruton (current directorships)

RGT Lurco Trading 225 (Pty) Ltd

Statistical Information for Automotive Industry General Trading Company

South Africa South Africa

Dr NS Bruton (past directorships)

Kanema

Investment Company

South Africa

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Name Company Nature of business Country of incorporation

M Krüger (current directorships)

RGT Kanema

Statistical Information for Automotive Industry Investment Company

South Africa South Africa

GJ Grundlingh (current directorships)

RGT

Statistical Information for Automotive Industry

South Africa

AW Calcutt (current directorships)

K SMART KA Smart Management Consulting Jhb (Pty) Ltd KA Smart Property Holdings (Pty) Ltd

Management Consulting Management Consulting Property Holdings

South Africa South Africa South Africa

J Magliolo (current directorships)

BCI Venture Capital

Stockbroker South Africa

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ANNEXURE 10 CODE OF CORPORATE PRACTICE AND CONDUCT Code of Corporate Practice and Conduct The directors of RGT SMART endorse the Code of Corporate Practices and Conduct as set out in the King Committee Report on Corporate Governance (“King Code”) and recognise their responsibility to conduct the affairs of RGT SMART with integrity and accountability in accordance with generally accepted corporate practices. This includes timely, relevant and meaningful reporting to its shareholders and other stakeholders, providing a proper and objective perspective of RGT SMART. It should be noted that RGT SMART has previously been a private company and has therefore not been obliged to comply with the King Code. However, in anticipation of listing, certain aspects of corporate governance have been introduced within the Group and the King Code will be applied throughout RGT SMART and its subsidiaries going forward in accordance with the JSE Listings Requirements for companies listed on the Alternative Exchange. The directors have, accordingly, established procedures and policies appropriate to RGT SMART’s business in keeping with its commitment to best practices in corporate governance. These procedures and policies will be reviewed by the directors from time to time. The directors of RGT SMART will adopt the principals of the code, being fairness, accountability, responsibility and transparency. The formal steps taken by the directors are as follows: 1.1. Directors

The Board

The board of directors shall meet regularly and disclose the number of meetings held each year in its annual report, together with the attendance at such meetings. A formal record shall be kept of all conclusions reached by the board on matters referred to it for discussion. Should the board require independent professional advice; procedures have been put in place by the board for such advice to be sought at the Company’s expense.

All directors have access to the advice and services of Arcay Client Support (Pty) Ltd (“ACS”), which fulfils the role of company secretary .The board is of the opinion that the management of ACS has the requisite attributes, experience and qualifications to fulfil its commitments effectively. The appointment or dismissal of the company secretary shall be decided by the board as a whole and not one individual director.

Directors are expected to maintain their independence when deciding on matters relating to strategy, performance, resources and standards of conduct. On first appointment, all directors will be expected to undergo appropriate training as to the Company’s business, strategic plans and objectives, and other relevant laws and regulations. This will be performed on an ongoing basis to ensure that directors remain abreast of changes in regulations and the commercial environment.

The board is responsible for relations with stakeholders, as well as being accountable to them for the performance of the Company, and reporting thereon in a timely and transparent manner. In accordance with AltX Listings Requirements, the directors are required to attend a 4-day Directors Induction Programme. Arrangements have been made for all the directors to attend.

Chairman and Chief Executive Officer

The offices of Chairman and Chief Executive Officer shall be fulfilled by two different persons, in order to ensure a balance of power and authority so that no one person has unfettered decision making powers. The roles of chairperson and chief executive officer are therefore separated, with the chairperson being a non-executive director. Mr AA Da Costa is the Chairman of RGT SMART while Mr PB de Vantier is the Chief Executive Officer.

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Board balance

The board shall include both executive and non-executive directors in order to maintain a balance of power and ensure independent unbiased decisions and that no one individual has unfettered powers of decision-making. The board of directors of RGT SMART consists of 8 members, 2 of whom are non-executive.

Supply of information The board meets on a regular basis where possible, but at a minimum of every three months. The directors are properly briefed in respect of special business prior to board meetings and information is timeously provided to enable them to give full consideration to all the issues being dealt with.

Further more, management shall supply the board with the relevant information needed to fulfil its duties. Directors shall make further enquiries where necessary, and thus shall have unrestricted access to all company information, records, documents and property. Not only will the board look at the quantitative performance of the Company, but also at issues such as customer satisfaction, market share, environmental performance and other relevant issues. The Chairman must ensure that all directors are adequately briefed prior to board meetings.

Delegation of duties

Directors have the authority to delegate certain of their duties, either externally or internally, in order that they perform their duties fully. The Chief Executive Officer shall review these delegations and report on this to the board.

Appointments to the Board

Any member of the board can nominate a new appointment to the board, which will be considered at a board meeting. The nominated director’s expertise and experience will be considered by the board as well as any needs of the board in considering such appointment. In accordance with the AltX Listings Requirements a nomination committee is not required and the size of the Company does not warrant the establishment of a nomination committee. A general meeting of the directors shall have the power from time to time to appoint anyone as a director, either to fill a vacancy, or as an additional director, provided that the total number of directors shall not at any time exceed the maximum number. The Company’s articles of association do not provide a maximum number of directors. Any interim appointments will be subject to approval at the Company’s next general or annual general meeting.

The Company does not have a nomination committee due to the size of the Company.

1.2. Directors’ remuneration Remuneration policy

RGT SMART currently does not have a remuneration committee as this is not an AltX requirement.

Service contracts and compensation

RGT SMART has entered into fixed term service contracts with all of its executive directors. All non-executive directors are subject to retirement by rotation and re-election by RGT SMART shareholders at least once every three years in accordance with the articles of association.

1.3. Accountability and audit

Incorporation The Company is duly incorporated in South Africa and operates in conformity with its memorandum and articles of association and all laws of South Africa.

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Financial reporting

The board is responsible for the Group’s systems of internal financial and operational control, as well as for maintaining an appropriate relationship with the Company’s auditors. The board is responsible for presenting a balanced and understandable assessment of the Company’s financial position with respect to all financial and price sensitive reports on the Company.

Internal control

The directors shall conduct an annual review of the Company’s internal controls, and report their findings to shareholders. This review will cover financial, operational and compliance controls, as well as a review of the risk management policies and procedures of the Company.

An audit committee has been established, whose primary objective is to provide the Board with additional assurance regarding the efficacy and reliability of the financial information used by the directors, to assist them in discharging their duties. The committee is required to provide comfort to the board that adequate and appropriate financial and operating controls are in place, that significant business, financial and other risks have been identified and are being suitably managed, that the financial director has the appropriate expertise and experience and that satisfactory standards of governance, reporting and compliance are in operation. The committee will set the principles for recommending the use of the external auditors for non-audit services.

The designated advisor and the non-executive directors have been appointed to the committee.

External auditors The auditors of the Group are Mazars Moores Rowland and have performed an independent and

objective audit of the Group’s financial statements. The statements are prepared in terms of the International Financial Reporting Standards (“IFRS”). Interim reports are not audited.

1.4. Code of ethics

RGT SMART subscribes to the highest ethical standards and behaviour in the conduct of its business and related activities

1.5. Relations with shareholders

It is the plan of RGT SMART to meet with its shareholders and investment analysts, and to provide presentations on the Company and its performance.

The board shall ensure that shareholders are supplied with all the necessary information in order that they may make considered use of their votes, and assess the corporate governance of the Company.

1.6. Dealing in securities

The board has established procedures regarding the legislation which regulates insider trading, whereby there is a closed period from the date of the financial year end to the earliest publication of the preliminary report, the abridged report or the provisional report in the case of results for a full period and from the date of the interim period end to the date of the publication of the first and second interim results as the case may be, which periods are known as closed periods. No director or the company secretary shall deal in the securities of the Company during a closed or prohibited period as well as whilst the Company is trading under a cautionary.

The company secretary or such person as may be nominated by him from time to time shall keep a record of all dealings by directors in the securities of the Company.

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ANNEXURE 11 MATERIAL BORROWINGS AND INTER-COMPANY LOANS , At the last practicable date RGT SMART had the following material borrowings and inter-company loan commitments:

The amounts which require payment within the next 12 months will be financed out of the Company’s existing cash on hand or through cash flow generated by the Company. The loans are unsecured as the loans have been advanced by parties that are related to the Company. The Company does not have any loans receivable. The loan from Kanema was advanced mainly to settle outstanding RGT income tax a few years ago and to repay the RGT overdraft in February 2008. The two loans from KA SMART and RGT to RGT SMART were advanced to finance certain listing expenses. These loans have since been repaid. The loans from M Krüger and Dr NS Bruton arose for the sale of two business enterprises to RGT. 8.11d(v) As at the last practicable date, the above borrowings do not carry any rights as to conversion into securities in the Company nor does the Company have any convertible and/or redeemable preference shares or debentures.

Company Lender Amount (R)

Repayment terms and details of loan origins

Security Interest rate

Unsecured

RGT Kanema 1 993 676

Funds advanced over a number of years.

To be repaid before 29 September 2013. None Prime

RGT

Dr N Bruton (Director) 2 860 354

Funds advanced on

1 May 2001. No repayment terms. None None

RGT

M Krüger (Director) 176 539

Funds advanced on

1 May 2001. No repayment terms. None None

RGT SMART

Absa Bank Limited 1 500 000

Funds advanced on 26 November 2009.

Repayable over 5 years.

Group debtors ceded to Absa Bank Limited.

Surety by existing shareholders.

Prime less

0.5% Inter company - Unsecured

RGT SMART KA SMART 350 000

Funds advanced on 27 November 2009.

Repayable over 24 months. None Prime

+2%

RGT SMART RGT 350 000

Funds advanced on 27 November 2009.

Repayable over 24 months. None Prime

+2%

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ANNEXURE 12 SUBSIDIARY COMPANIES Name and registration number

Date of acquisition

by RGT SMART

Issued share

capital

% held

Main business

Shares held by

Amounts owed by

RGT SMART

Profit for the period

ended 31 August 2009

KA SMART (2001/013329/07)

11 June 2008 1 000 100 Management Consultancy

RGT SMART

258 272 1 239 965

RGT (1969/018497/07)

11 June 2008 1 100 100 Statistical information for

automotive industry

RGT SMART

258 272 1 867 691

The above subsidiaries have not altered their share capital and remain private companies since incorporation.

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ANNEXURE 13

EXTRACTS FROM THE ARTICLES OF ASSOCIATION Extract from the articles of association of RGT SMART. The information below has been extracted from the articles of RGT SMART in respect of the directors of RGT SMART:

9. “MEETINGS OF MEMBERS

9.1. The company, at such times as are in the Statutes prescribed, shall hold general meetings of members to be known and described in the notices calling such meetings as annual general meetings.

9.2. The directors may, whenever they think fit, convene a general meeting, and a general meeting shall also be convened on a requisition made in terms of the Statutes or, in default, may be convened by the requisitionists as provided by and subject to the provisions of the Statutes. If at any time there shall not be within the Republic sufficient directors capable of acting to form a quorum, any director or members holding not less than 10% (ten percent) of the issued share capital of the company, of any class of share, may convene a general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors.

9.3. Subject to the provisions of the Statutes relating to meetings of which special notice is required to be given, an annual general meeting and a meeting called for the passing of a special resolution shall be called by 21 (twenty one) clear days' notice in writing at the least, and a meeting of the company, other than an annual general meeting or a meeting for the passing of a special resolution, shall be called by 14 (fourteen) clear days' notice in writing at the least.

9.4. Provided that the directors have taken reasonable steps to give notice of a meeting, the accidental omission to give and/or the accidental giving of a defective notice (provided that by reason of such defect it is not misleading) of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of that meeting.

9.5. The notice shall be given in the manner hereinafter provided to such persons as are entitled under these Articles to such notice from the company and also, at the same time, to the Listings Division of the JSE.

10. PROCEEDINGS AT MEETINGS OF MEMBERS

10.1. All business that is transacted at a general meeting, and all that is transacted at the annual general meeting, with the exception of the declaration or sanctioning of a dividend, the consideration of the audited financial statements, the appointment of auditors, the election of directors and the fixing of the remuneration of the auditors, shall be deemed to be special business.

10.2. Business may be transacted at any meeting of members only while a quorum is present. 3 (three) members personally present (or if the member is a body corporate the body corporate must be represented) and entitled to vote shall be a quorum for a general meeting and an annual general meeting.

10.3. If within 20 (twenty) minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place or, if that day be a public holiday, to the next succeeding day which is not a public holiday, Saturday or Sunday.

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10.4. The chairperson, if any, of the board of directors shall preside as chairperson at every meeting of members of the company. If there is no such chairperson, or if at any meeting he is not present within 15 (fifteen) minutes after the time appointed for holding the meeting or is unwilling to act as chairperson, the members present shall choose some director, or if no director be present, or if all the directors present decline to take the chair, they shall choose some member present to be chairperson of the meeting.

10.5. The chairperson may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned as a result of a direction given in terms of any applicable provision in the Statutes, notice of the adjourned meeting shall be given in the manner prescribed by such provision but, save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

10.6. At any meeting of members a resolution put to the vote of the meeting shall be decided on a show of hands, unless before or on the declaration of the result of the show of hands a poll shall be demanded by any person entitled to vote at the meeting and, unless a poll is so demanded, a declaration by the chairperson that a resolution has, on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book of the company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, such resolution. No objection shall be raised as to the admissibility of any vote except at the meeting or adjourned meeting at which the vote objected to is or may be given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the chairperson of the meeting, whose decision shall be final and conclusive.

10.7. If a poll is demanded as aforesaid it shall be taken in such manner and at such place and time as the chairperson of the meeting directs and either immediately or after an interval or adjournment (not exceeding 7 (seven) days). Scrutineers shall be elected to count the votes and to declare the result of the poll and their declaration, which shall be announced by the chairperson of the meeting, shall be deemed to be the resolution of the meeting at which the poll was demanded. In case of any dispute as to the admission or rejection of a vote, the chairperson of the meeting shall determine the same, and the determination of the chairperson made in good faith shall be final and conclusive.

10.8. In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting at which the show of hands takes place, or at which the poll is demanded, shall not be entitled to a second or casting vote.

10.9. The demand for a poll shall not prevent the continuation of a meeting for the transaction of any business other than the question upon which the poll has been demanded. The demand for a poll may be withdrawn.

11. VOTES OF MEMBERS

11.1. Subject to any rights or restrictions attaching to any class or classes of share and to the provisions of Article 6.2, on a show of hands a member of the company present in person or by proxy shall have only 1 (one) vote irrespective of the number of shares he holds or represents, provided that a proxy shall irrespective of the number of members he represents have only 1 (one) vote. On a poll a member who is present in person or represented by proxy shall be entitled to that proportion of the total votes in the company which the aggregate amount of the nominal value of the shares held by him bears to the aggregate amount of the nominal value of all the shares issued by the company or if the share capital is divided into shares of no par value, shall be entitled to 1 (one) vote in respect of each share he holds. No objection shall be raised to the admissibility of any vote except at the meeting or adjourned meeting at which the vote objected to is or may be given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the chairperson of the meeting, whose decision shall be final and conclusive.

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11.2. When there are joint registered holders of any shares any one of such persons may vote at any meeting in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present or represented at any meeting, that one of the said persons whose name stands first in the register in respect of such shares or his proxy, as the case may be, shall alone be entitled to vote in respect thereof.

11.3. Any person entitled to a share in terms of Article 6.2 may vote at any meeting in respect thereof in the same manner as if he were the registered holder of that share: Provided that (except where the directors have previously accepted his right to vote in respect of that share) 24 (twenty four) hours at least before the time of holding the meeting at which he proposes to vote, he shall have satisfied the directors that he is entitled to exercise the right referred to in Article 6.2. Several executors of a deceased member in whose name shares stand in the register shall, for the purposes of this Article, be deemed joint holders of those shares.

11.4. Any member shall be entitled to appoint a proxy. A proxy need not be a member of the company.

11.5. The form appointing a proxy shall be in writing under the hand of the appointer or of his agent duly authorised in writing, or, if the appointer is a corporate body, under the hand of an officer or agent authorised by that body. The holder of a general or special power of attorney given by a member shall be entitled to vote, if duly authorised under that power to attend and take part in the meetings and proceedings of the company or companies generally, whether or not he be himself a member of the company. The form appointing a proxy shall be deemed to confer authority to demand a poll.

11.6. The form appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority shall be deposited at the registered office of the company, or such other address in the Republic as the directors may from time to time in their discretion appoint, not less than 48 (forty eight) hours (or such lesser period as the directors may determine in relation to any particular meeting), excluding Saturdays, Sundays and public holidays, before the time for holding the meeting (including an adjourned meeting) at which the person named in the form proposes to vote, or in the case of a poll not less than 24 (twenty four) hours (or such lesser period determined as aforesaid in relation to the particular poll) before the time appointed for the taking of the poll, and in default the form of proxy shall not be treated as valid. No form appointing a proxy shall be valid after the expiration of 6 (six) months from the date when it was signed, except at an adjourned meeting or on a poll demanded at a meeting or adjourned meeting in cases where the meeting was originally held within 6 (six) months from the said date, unless so specifically stated in the proxy itself. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or mental disorder of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the company at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.

11.7. Subject to the provisions of the Companies Act, a form appointing a proxy may be in any usual or common form.

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12. BORROWING POWERS

12.1. The directors may exercise all the powers of the company to borrow money and to mortgage or encumber its undertaking and property or any part thereof and to issue debentures or debenture stock (whether secured or unsecured) and other securities (with such special privileges, if any, as to allotment of shares or stock, attending and voting at general meetings, appointment of directors or otherwise as may be sanctioned by a general meeting) whether outright or as security for any debt, liability or obligation of the company or of any third party.

12.2. For the purpose of the provisions of Article 12.1 the borrowing powers of the company shall be unlimited.

13. DIRECTORS

13.1. Until otherwise determined by a meeting of members, the number of directors shall not be less than 4 (four).

13.2. The directors shall have power at any time and from time to time to appoint any person as a director, either to fill a casual vacancy or as an addition to the board, but so that the total number of the directors shall not at any time exceed the maximum number fixed (if any). Subject to the provisions of Article 16.2, any person appointed to fill a casual vacancy or as an addition to the board shall retain office only until the next annual general meeting of the company and shall then retire and be eligible for re-election.

13.3. The appointment of a director shall take effect upon compliance with the requirements of the Statutes.

13.4. The shareholding qualification for directors and alternate directors may be fixed, and from time to time varied, by the company at any meeting of members and unless and until so fixed no qualification shall be required.

13.5. Where a sub-committee has been appointed, the remuneration of the executive directors shall from time to time be determined by in sub-committee by an appointed quorum of non-executive directors, when appropriate assisted by independent advisers, failing which the remuneration of the executive directors shall be determined by the board of directors, with the interested director being recused from the board meeting. The remuneration of non-executive directors shall be approved by the company in general meeting.

13.6. The directors shall be paid all their travelling and other expenses properly and necessarily incurred by them in and about the business of the company, and in attending meetings of the directors or of committees thereof, and if any director shall be required to perform extra services or to go or to reside abroad or otherwise shall be specially occupied about the company's business, he shall be entitled to receive a remuneration to be fixed by a disinterested quorum of the directors which may be either in addition to or in substitution for the remuneration provided for in Article 13.5.

13.7. The continuing directors may act, notwithstanding any casual vacancy in their body, so long as there remain in office not less than the prescribed minimum number of directors duly qualified to act; but if the number falls below the prescribed minimum, the remaining directors shall not act except for the purpose of filling such vacancy or calling general meetings of shareholders.

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13.8. A director shall cease to hold office as such -

13.8.1. if he becomes insolvent, or assigns his estate for the benefit of his creditors, or suspends payment or files a petition for the liquidation of his affairs, or compounds generally with his creditors; or

13.8.2. if he becomes of unsound mind; or 13.8.3. if (unless he is not required to hold a share qualification) he has not duly

qualified himself within 2 (two) months of his appointment or if he ceases to hold the required number of shares to qualify him for office; or

13.8.4. if he is absent from meetings of the directors for 6 (six) consecutive months without leave of the directors and is not represented at any such meetings during such 6 (six) consecutive months by an alternate director and the directors resolve that the office be vacated, provided that the directors shall have power to grant any director leave of absence for any or an indefinite period; or

13.8.5. if he is removed under Article 13.16; or 13.8.6. 1 (one) month or, with the permission of the directors earlier, after he has given

notice in writing of his intention to resign; or 13.8.7. if he shall pursuant to the provisions of the Statutes be disqualified or cease to

hold office or be prohibited from acting as director.

13.9. The company and the directors shall comply with the provisions of the Statutes with regard to the disclosure of the interests of directors in contracts or proposed contracts; subject thereto, no director or intending director shall be disqualified by his office from contracting with the company, either with regard to such office or as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the company, in which any director shall be in any way interested, be or be liable to be avoided, nor shall any directors so contracting or being so interested be liable to account to the company for any profit realised by any such contract or arrangement by reason of such director holding that office or of the fiduciary relationship thereby established.

13.10. No director shall, as a director, vote in respect of any contract or arrangement in which he is so interested as aforesaid, and if he does so vote, his vote shall not be counted, nor shall he be counted for the purpose of any resolution regarding the same in the quorum present at the meeting, but these prohibitions shall not apply to -

13.10.1. any contract or dealing with a company or partnership or corporation of which the directors of the company or any of them may be directors, members, managers, officials or employees or otherwise interested;

13.10.2. any contract by or on behalf of the company to give to the directors or any of them any security by way of indemnity or in respect of advances made by them or any of them;

13.10.3. any contract to subscribe for or to underwrite or sub-underwrite any shares in or debentures or obligations of the company or any company in which the company may in any way be interested;

13.10.4. any resolution to allot shares in or debentures or obligations of the company to any director of the company or to any matter arising out of or consequent upon any such resolution;

13.10.5. any contract for the payment of commission in respect of the subscription for such shares, debentures or obligations.

The above prohibitions may at any time or times be suspended or relaxed to any extent by the company in general meeting.

13.11. A director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat any other director is appointed to hold any office or place of profit under the company or whereat the terms of any such appointment are arranged, and he may vote on any such appointment or arrangement notwithstanding that at such meeting his own appointment or an arrangement in connection therewith is a matter before the board of directors.

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13.12. Any general notice given to the directors of the company by a director to the effect that he is a member of a specified company or firm shall comply with the provisions of the Statutes.

13.13. For the purpose of this Article an alternate director shall not be deemed to be interested in any contract or arrangement merely because the director for whom he is an alternate is so interested.

13.14. Nothing in this Article contained shall be construed so as to prevent any director as a member from taking part in and voting upon all questions submitted to a general meeting whether or not such director shall be personally interested or concerned in such questions.

13.15. A director may be employed by or hold any office of profit under the company or under any subsidiary company in conjunction with the office of director, other than that of auditor of the company or of any subsidiary company, and upon such terms as to appointment, remuneration and otherwise as the directors may determine, and any remuneration so paid may be in addition to the remuneration payable in terms of Article 13.5 or 13.6 : Provided that the appointment of a director in any other capacity in the company and his remuneration must be determined by a disinterested quorum of directors.

13.16. Subject to the provisions of the Statutes, a majority of directors may remove a director at a directors meeting before the expiration of his period of office and by an ordinary resolution elect another person in his stead. The person so elected shall hold office until the next following annual general meeting of the company and shall then retire and be eligible for re-election.

14. REGISTER AND SUB-REGISTER

14.1. The directors shall cause a register of members of the company to be maintained. The register of members shall be kept up to date by recording therein any change of particulars of any member forthwith after receipt of written notice from the member of such change.

14.2. The company shall cause to be entered into its register of members in respect of each of the holders of securities held in certificated form -

14.2.1. such holder's full names and address; 14.2.2. a record of securities held with reference to the class of securities, amounts

paid and the numbers of the certificates in respect thereof; 14.2.3. the date(s) upon which the name of a person has been entered in the register

as member; and 14.2.4. the date upon which a person has ceased to be a member.

14.3. The company shall cause to be entered in its register of members in respect of every class of securities, the total number of securities held in uncertificated form.

14.4. Subject to the provisions of the Act, the company may request the participant concerned to furnish it with such details of uncertificated securities in the company as are reflected in the sub-register maintained by that participant.

14.5. A member who wishes to inspect a sub-register may do so only through the company in terms of section 113 of the Companies Act. On inspection, the company shall be required to cause the sub-register to be produced, which reflects at least the details referred to in sections 105 and 133 of the Companies Act.

14.6. Subject to such restrictions as may be prescribed by the directors from time to time, the register of members shall be available for inspection by the members.

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14.7. With the exception of sub-registers, which shall not be closed for any period of time, if the company is not listed on the JSE, the register of members may, upon notice given by advertisement in the gazette, and such other notice in a local newspaper as the company may determine, be closed during such period as the company may determine not exceeding in the whole 60 (sixty) days in each year. If the company is listed on the JSE, the company shall comply with the JSE Listings Requirements in regard to the closing of the transfer books and register of members and any branch register.

15. ROTATION OF DIRECTORS

15.1. At the first annual general meeting all of the directors shall retire, and at the annual general meeting held in each year thereafter 1/3 (one-third) of the directors, or if their number is not a multiple of 3 (three), then the number nearest to, but not less than 1/3 (one-third) shall retire from office, provided that in determining the number of directors to retire no account shall be taken of any director who by reason of the provisions of Article 16.2 is not subject to retirement. The directors so to retire at each annual general meeting shall be firstly those retiring in terms of Article 13.2 and secondly those referred to in terms of Article 13.16 and lastly those who have been longest in office since their last election or appointment. As between directors of equal seniority, the directors to retire shall, in the absence of agreement, be selected from among them by lot: Provided that notwithstanding anything herein contained, if, at the date of any annual general meeting any director will have held office for a period of 3 (three) years since his last election or appointment he shall retire at such meeting, either as one of the directors to retire in pursuance of the foregoing or additionally thereto. A retiring director shall act as a director throughout the meeting at which he retires. The length of time a director has been in office shall, save in respect of directors appointed or elected in terms of the provisions of Articles 13.2 and 13.16, be computed from the date of his last election or appointment.

15.2. Retiring directors shall be eligible for re-election. No person other than a director retiring at the meeting shall, unless recommended by the directors for election, be eligible for election to the office of director at any general meeting unless, not less than 7 (seven) days nor more than 14 (fourteen) days before the day appointed for the meeting, there shall have been given to the company secretary notice in writing by some member duly qualified to be present and vote at the meeting for which such notice is given of the intention of such member to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected.

15.3. Subject to Article 15.2 the company in general meeting may fill the vacated offices by electing a like number of persons to be directors and may fill any other vacancies. In electing directors the provisions of the Statutes shall be complied with.

15.4. If at any general meeting at which an election of directors ought to take place, the place of any retiring director is not filled, he shall if willing continue in office until the dissolution of the annual general meeting in the next year, and so on from year to year until his place is filled, unless it shall be determined at such meeting not to fill such vacancy.

15.5. For the purposes of this Article 15, “director” shall mean a non-executive director.

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16. MANAGING DIRECTORS AND OTHER EXECUTIVE OFFICERS

16.1. The directors may from time to time appoint one or more of their number to be managing director or joint managing directors of the company or to be the holder of any other executive office in the company (subject to the JSE Listing Requirements) and may, subject to any contract between him or them and the company, from time to time terminate his or their appointment and appoint another or others in his or their place or places.

16.2. A managing director may be appointed by contract for a maximum period of 3 (three) years at any one time and he shall be subject to retirement by rotation and be taken into account in determining the rotation of retirement of directors, except during the period of any such contract. The managing director shall be eligible for reappointment at the expiry of any period of appointment. Subject to the terms of his contract, he shall be subject to the same provisions as to removal as the other directors and if he ceases to hold the office of director from any cause he shall ipso facto cease to be a managing director.

16.3. A director appointed in terms of the provisions of Article 16.1 to the office of managing director of the company, or to any other executive office in the company, may be paid in addition to the remuneration payable in terms of Article 13.5 or 13.6, such remuneration - not exceeding a reasonable maximum in each year - in respect of such office as may be determined by a disinterested quorum of the directors.

16.4. The directors may from time to time entrust and confer upon a managing director or other executive officer for the time being such of the powers and authorities vested in them as they think fit, and may confer such powers and authorities for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they may think expedient and they may confer such powers and authorities either collaterally with, or to the exclusion of, and in substitution for, all or any of the powers and authorities of the directors in that behalf and may from time to time revoke, withdraw, alter or vary all or any of such powers and authorities. A managing director appointed pursuant to the provisions hereof shall not be regarded as an agent or delegate of the directors and, after powers have been conferred upon him by the directors in terms hereof, he shall be deemed to derive such powers directly from this Article.

17. PROCEEDINGS OF DIRECTORS

17.1. The directors may meet for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, and may determine the quorum necessary for the transaction of business. Until otherwise determined 4 (four) directors shall form a quorum. A director may at any time and the company secretary upon the request of a director shall convene a meeting of the directors. The directors may determine what period of notice shall be given of meetings of directors and may determine the medium of giving such notice which may include telephone, telegram, telex, e-mail (electronic mail) or telefax. A director who is not within the Republic shall not be entitled to notice of any such meeting, but notice shall be given to all duly appointed alternate directors who may at the time be within the Republic.

17.2. Questions arising at any meeting shall be decided by a majority of votes and in case of an equality of votes, the chairperson shall not have a second or casting vote.

17.3. The directors may elect a chairperson of their meetings and one or more deputy chairmen to preside in the absence of the chairperson, and may determine a period, not exceeding 1 (one) year, for which they are to hold office, but if no such chairperson or deputy chairperson is elected or if at any meeting neither the chairperson nor a deputy chairperson is present at the time appointed for holding the same, the directors shall choose one of their number to be chairperson of such meeting.

17.4. A meeting of the directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under these Articles or the regulations of the company for the time being vested in or exercisable by the directors generally.

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17.5. Subject to the Statutes -

17.5.1. a resolution in writing, signed by a majority of the directors (who also constitute a quorum for meeting purposes) or their alternates, if applicable, including through the medium of telefax or other form of electronic transmission where the directors’ consent thereto can be verified, which resolution is then inserted in the minute book, shall be as valid and effectual as if it had been passed at a meeting of the directors duly called and constituted;

17.5.2. in the case of matters requiring urgent resolution or, if for any reason it is

impracticable to meet or pass a resolution as contemplated in Article 17.1, proceedings may be conducted by utilising video conference or telephone conference facilities, provided that the required quorum is met. A resolution agreed to by a majority of the directors participating during the course of such proceedings shall be as valid and effectual as if it had been passed at a meeting of the directors duly called and constituted. The company secretary shall as soon as is reasonably possible after such meeting by video or telephone conference has been held, be notified thereof by the relevant parties to the meeting, and the company secretary shall prepare a written minute thereof.

17.6. Any resolution referred to in Article 17.5.1 may consist of several documents, each signed by

one or more directors or their alternates in terms of these Articles.

17.7. Any resolution referred to in Article 17.5.1 shall be deemed (unless the contrary is stated therein) to have been passed on the date upon which it was signed by the last director or alternate required to sign it and where it states a date as being the date of its signature by any director or alternate that document shall be prima facie evidence that it was signed by that director or alternate on that date.

18. COMMITTEES

18.1. The directors may delegate or allocate any of their powers to an executive or other committee consisting of such member or members of their body or any other person or persons as they think fit. Any committee so formed shall in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed on it by the directors.

18.2. Any director who serves on an executive or other committee, or who devotes special attention to the business of the company, or who otherwise performs services which, in the opinion of the directors, are outside the scope of the ordinary duties of a director, may be paid such extra remuneration (in addition to the remuneration he may be entitled to as a director) by way of salary and/or by way of an amount equal to a percentage of the dividends declared, provided that such amount shall be limited to a reasonable maximum to be fixed by a disinterested quorum of the directors.

18.3. The meetings and proceedings of any such committee consisting of 2 (two) or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the directors so far as the same are applicable thereto and are not superseded by any regulations made by the directors under Article 18.

18.4. All acts done at any meeting of the directors or of any executive or other committee of the directors, or by any person acting as a director shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of the directors or persons acting as aforesaid, or that they or any of them were disqualified or had vacated office or were not qualified to vote, be as valid as if every such person had been duly appointed and was qualified to be and to act and vote as a director.

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19. ALTERNATE DIRECTORS

19.1. Any director shall have the power to nominate another person approved by the board to act as alternate director in his place during his absence or inability to act as such director, and on such appointment being made, the alternate director shall, in all respects, be subject to the terms and conditions existing with reference to the other directors of the company. A person may be appointed as alternate to more than one director. Where a person is alternate to more than one director or where an alternate director is a director, he shall have a separate vote, on behalf of each director he is representing in addition to his own vote, if any, provided that the alternate director so acting will only be counted as one for purposes of establishing a quorum.

19.2. The alternate directors, whilst acting in the place of the directors who appointed them, shall exercise and discharge all the duties and functions of the directors they represent. The appointment of an alternate director shall cease on the happening of any event which, if he were a director, would cause him to cease to hold office in terms of these Articles or if the director who appointed him ceases to be a director, or gives notice to the company secretary of the company that the alternate director representing him shall have ceased to do so. An alternate director shall look to the director who appointed him for his remuneration.

20. POWERS OF DIRECTORS

20.1. The management of the company shall be vested in the directors who, in addition to the powers and authorities by these Articles expressly conferred upon them, may exercise all such powers, and do all such acts and things, as may be exercised or done by the company and are not hereby or by the Statutes expressly directed or required to be exercised or done by the company in general meeting (including without derogating from the generality of the aforegoing or from the rights of the members, the power to resolve that the company be wound up), but subject nevertheless to such management and control not being inconsistent with these Articles or with any resolution passed at any general meeting of the members in accordance therewith; but no resolution passed by the company in general meeting shall invalidate any prior act of the directors which would have been valid if such resolution had not been passed. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the directors by any other Article.

20.2. It is hereby declared pursuant to the provisions of the Statutes that although the directors shall have power to enter into a provisional contract for the sale or alienation of the undertaking of the company, or the whole or the greater part of the assets of the company, such provisional contract shall become binding on the company only in the event of the specific transaction proposed by the directors being approved by a special resolution passed by the company in general meeting.

20.3. The directors shall have the power to delegate to any person or persons any of their powers and discretions and to give to any such person or persons power of sub-delegation.

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20.4. Without in any way limiting or restricting the general powers of the directors to grant pensions, allowances, gratuities and bonuses to officers or ex-officers, employees or ex-employees of the company or the dependants of such persons, it is hereby expressly declared that the directors may from time to time without any further sanction or consent of the company in general meeting, but subject to the Statutes, grant pensions, gratuities or other allowances to any person or to the widow or dependants of any deceased person in respect of services rendered by him to the company as managing director, executive director, general manager or manager, or in any other office or employment under the company, notwithstanding that he may continue to be or be elected a director or may have been a director of the company, of such amounts, for such period, whether for life or for a definite period or for a period terminable on the happening of any contingency or event, and generally upon such terms and conditions as the directors in their discretion may from time to time think fit. For the purpose of this Article, the expression “executive director” shall mean a director appointed to an executive office in the company and receiving in addition to his fees as a director salary or remuneration for additional services whether under a service agreement or otherwise. The directors may authorise the payment of such donations by the company to such religious, charitable, public or other bodies, clubs, funds or associations or persons as may seem to them advisable or desirable in the discretion of the directors.

21. COMMITTEE/S IN FOREIGN COUNTRY/IES

21.1. Without prejudice to the general powers conferred by these Articles, it is hereby expressly declared that the directors shall be entrusted with the power to appoint persons resident in a foreign country to be a local committee for the company in that country, and at their discretion to remove or suspend such local committee and any member thereof, to fix and vary their remuneration, and also to open offices of the company where necessary and to close the same at their discretion, and to appoint and remove agents to represent the company for the issue, subdivision, conversion and consolidation and transmission of shares and for such other purposes as the directors may subject to the provisions of these Articles determine, and to give the members of such committee or any such agents the power to appoint alternate committee members or substituted agents and to remove such alternates and substitutes, to appoint others or to act again themselves, as also to grant to such committee members or agents power to appoint other persons as co-committee-members or joint agents. Any director may act on the local committee whenever in the country for which the committee is appointed to act and may take part in the proceedings of such committee and may have the same rights and privileges as any member of the committee.

21.2. All appointments of alternate committee members or substituted agents by members of any local committee or agents made in accordance with the provisions of Article 21.1 shall be subject to the approval of the remaining members of the local committee or agents and shall be reported forthwith to the directors. No local committee member or his alternate or agent or substituted agent shall be obliged to be a member of the company.

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ANNEXURE 14 INDEPENDENT VALUATION REPORT The Directors RGT Smart Market Intelligence Limited PO Box 32013 Summerstrand Port Elizabeth 6001 08 MARCH 2010 Dear Sirs REPORT OF THE INDEPENDENT PROFESSIONAL EXPERT TO RGT SMART MARKET INTELLIGENCE LIMITED REGARDING THE FAIR VALUE OF INTANGIBLE ASSETS Introduction Moore Stephens Corporate Finance has been appointed by the board of directors of RGT Smart Intelligence Limited (“RGT Smart”, or “the company”) to provide an independent opinion with regard to the valuation of the intangible assets of RGT as at 28 February 2010 (“the intangible assets”). The intangible assets comprise goodwill and capitalised software development costs and are attributable to RGT Smart’s two subsidiaries, KA Smart Management Consulting (Pty) Limited (“KA Smart”) and Republic Computer Services (Pty) Limited (“RGT”). As at 28 February 2010, the intangible assets per the unaudited management accounts of RGT Smart comprised the following: Intangible asset KA Smart RGT Total Goodwill R1 339 827 R18 099 229 R19 439 056 Software R2 624 006 R 1 896 655 R4 520 661 Total intangible assets R3 963 833 R19 995 884 R23 959 717

Valuation required in terms of Section 21 of the JSE Listings Requirements In terms of section 21.3 (b) of the JSE Listings Requirements, an applicant issuer wishing to apply for a listing on AltX is required to have share capital of at least R2 000 000, which value must exclude, inter alia, revaluations of intangible assets not supported by a valuation from an independent professional expert. RGT Smart wishes to include the value of the intangible assets in its determination of the value of its share capital and must provide the JSE with written confirmation from an independent expert that the value of the intangible assets is at fair market value. Responsibility Compliance with the JSE Listings Requirements is the responsibility of the directors of RGT Smart. Our responsibility is to report on the fair value of the intangible assets. Details and sources of information In arriving at our opinion we have relied upon the following principal sources of information:

• Audited financial statements of KA Smart and RGT for the years ended 28 February 2008 and 2009;

• Unaudited financial information of KA Smart, RGT and RGT Smart up to 28 February 2010; • Budgeted financial information of RGT Smart for the year ended 28 February 2011; • Forecasts for RGT Smart for the year ended 28 February 2012; • Discussions with directors and management regarding the financial information presented; • Discussions with directors and management on prevailing market, economic, legal and other

conditions which may affect underlying value; and • Publicly available information that we deemed to be relevant, including company announcements,

analysts’ reports and media articles.

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The information above was sourced from: • Directors and management of RGT Smart; • The auditors of RGT Smart; • Third party sources, insofar as such information related to publicly available economic, market and

other data applicable to or potentially influencing RGT Smart and the sector in which it operates. Assumptions We arrived at our opinion based on the following assumptions:

• That reliance can be placed on the audited financial information of RGT Smart; • That the shareholder and director loans of R569 438 and R3 302 321 in KA Smart and RGT,

respectively, are non interest-bearing and have no fixed date of repayment and consequently are considered equity of these companies. These shareholder and director loans are not therefore treated as debt and are not deducted from enterprise value in determining the recoverable amounts of KA Smart and RGT for the purposes of valuing the intangible assets; and

• That RGT Smart will achieve its forecast revenues and profits as set out in the circular. Appropriateness and reasonableness of underlying information and assumptions We satisfied ourselves as to the appropriateness and reasonableness of the information and assumptions employed in arriving at our opinion by:

• Reliance on audit reports in the financial statements of KA Smart and RGT; • Conducting analytical reviews on the financial statements, such as key ratio and trend analyses; • Analysis of RGT Smart’s recent financial performance to assess the achievability of the budgeted

revenues and profits for the period ended 28 February 2011. In our view, based on this analysis, the assumption that RGT Smart budgeted revenues and profits will be achieved for the period ended 28 February 2011 is reasonable; and

• Determining the extent to which representations from management were confirmed by documentary evidence as well as our understanding of RGT Smart and the economic environment in which it operates.

Limiting conditions This opinion is provided to the board of directors of RGT Smart in connection with and for the purposes of assessing the carrying value of the intangible assets. We have relied upon and assumed the accuracy of the information provided to us in deriving our opinion. Where practical, we have corroborated the reasonableness of the information provided to us for the purpose of our opinion, whether in writing or obtained in discussion with management of RGT Smart, by reference to publicly available or independently obtained information. While our work has involved an analysis of, inter alia, the annual financial statements, and other information provided to us, our engagement does not constitute an audit conducted in accordance with generally accepted auditing standards. Where relevant, forward-looking information on RGT Smart relates to future events and is based on assumptions that may or may not remain valid for the whole of the forecast period. Consequently, such information cannot be relied upon to the same extent as that derived from audited financial statements for completed accounting periods. We express no opinion as to how closely the actual future results of RGT Smart will correspond to those projected. Where practicable, we have compared the forecast financial information to past trends as well as discussing the assumptions inherent therein with management. Our opinion is based on current economic, regulatory and market as well as other conditions. Subsequent developments may affect this opinion, and we are under no obligation to update, review or re-affirm our opinion based on such developments. Independence In terms of schedule 5.1(a) of the JSE Listings Requirements, we confirm that Moore Stephens Corporate Finance has no equity interest in RGT Smart or its subsidiaries. In terms of schedule 5.1(b) of the JSE Listings Requirements, we confirm that there is no existing relationship between Moore Stephens Corporate Finance and RGT Smart or its subsidiaries. We are neither the auditors nor the sponsors of RGT Smart. Furthermore, we confirm that our professional fees are not contingent upon any event.

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Valuation Moore Stephens Corporate Finance performed an independent valuation of the intangible assets. The principal valuation methodology employed was the discounted cash flow methodology. We assessed the value of the intangible assets as follows:

i) We established the carrying value of intangible assets attributable to KA Smart and RGT; ii) We performed discounted cash flow valuations of KA Smart and RGT to assess the recoverable

amount of each cash-generating unit, as defined in International Accounting Standard 36 (“IAS 36”); and

iii) We deducted the realisable value of tangible net assets from the recoverable amounts of KA Smart and RGT to arrive at an implied fair valuation of the intangible assets

The valuation was performed taking cognisance of risk and other market and industry factors affecting RGT Smart. Additionally, sensitivity analyses were performed considering key value drivers. Key internal value drivers to the discounted cash flow valuations included the discount rate, working capital and capital expenditure requirements, operating margins and expected future growth in the businesses. External value drivers, including interest rates, CPIx rates and prevailing market and industry conditions were also considered in assessing the forecast cash flows and risk profile of KA Smart and RGT. In undertaking the discounted cash flow valuation exercise above, incorporating certain assumptions regarding the future profitability of KA Smart and RGT, after adjusting for net cash and after applying a marketability discount in respect of unlisted private companies, we determined the fair value of the intangible assets as follows: Intangible asset KA Smart RGT Total Goodwill R1 339 827 R16 108 877 R17 448 704 Software R2 624 006 R1 896 655 R4 520 661 Total intangible assets R3 963 833 R18 005 532 R21 969 365

The fair value of the intangible assets is lower than the carrying value, as a result of an assessed impairment of goodwill in RGT of R1 990 352. Procedures In arriving at our opinion we have undertaken the following procedures and taken into account the following factors in evaluating the fair value of the intangible assets:

• Reviewed the audited and unaudited financial information related to RGT Smart, as detailed above; • Held discussions with certain directors and management and considered such other matters as we

consider necessary, including assessing the prevailing economic and market conditions and trends; • Confirmed with the auditors of RGT Smart that the development costs in respect of KA Smart and

RGT continue to meet the criteria for recognition as such in terms of International Accounting Standard 38 (“IAS 38”). We further confirmed that the amounts capitalised are bona fide development costs per IAS 38.

• Reviewed RGT Smart’s forecast income statements and the basis of the assumptions therein including the prospects of the businesses. This review included an assessment of the recent historical performance to date as well as the reasonableness of the outlook assumed based on discussions with management and our analytical reviews;

• Compiled a financial model using the budgeted financial information prepared by the management of RGT Smart and their advisors, and our own financial projections for a four year period thereafter, and applied Moore Stephens Corporate Finance’s assumptions of cost of capital to the forecast cash flows to produce a discounted cash flow valuation of KA Smart and RGT;

• Performed a sensitivity analysis on key assumptions included in the financial model relating to cost of capital and growth in the business;

• Assessed the long-term potential of RGT Smart; • Evaluated the relative risks associated with RGT Smart and the industry in which these companies

operate;

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• Reviewed certain publicly available information relating to RGT Smart and the sector that we

deemed to be relevant, including company announcements, analysts’ reports and media articles; and

• Where relevant, representations made by management and/or directors were corroborated to source documents or additional independent analytical procedures were performed by us, to examine and understand the industry in which RGT Smart operates, and to analyse external factors that could influence the business of RGT Smart.

Opinion Moore Stephens Corporate Finance has considered the terms and conditions of the acquisition and, based on and subject to the conditions set out herein, is of the opinion that the fair value of the intangible assets of RGT Smart as at 28 February 2010 is R 21 969 365. Our opinion is necessarily based upon the information available to us up to 9 March 2010, including in respect of the financial information as well as other conditions and circumstances existing and disclosed to us. It should be understood that subsequent developments may affect this opinion, which we are under no obligation to update, revise or re-affirm. Yours faithfully Moore Stephens (Jhb) Corporate Finance (Pty) Limited Andrew Naude Nick Lazanakis Director Director Moore Stephens Corporate Finance Moore Stephens Corporate Finance 7 West Street 7 West Street Houghton Houghton 2198 2198

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RGT SMART MARKET INTELLIGENCE LIMITED

(Incorporated in the Republic of South Africa) (Registration number 2008/014367/06)

(“the Company” or “RGT SMART”) ISIN Code: ZAE0000143715 Share code: RGT

APPLICATION FORM IN RESPECT OF THE OFFER BY RGT SMART OF 57 000 000 ORDINARY SHARES OF 10 CENTS EACH AS REGISTERED BY CIPRO ON 12 MARCH 2010 This application form, when completed, should be forwarded by hand or posted to the following address: RGT SMART Subscription c/o Link Market Services South Africa (Proprietary) Limited 5th floor 11 Diagonal Street Johannesburg, 2001 PO Box 4844, Johannesburg, 2000 To be received by 12:00 on Wednesday, 07 April 2010 Note: All blocks must be completed. Applications are subject to the terms set out below and those set out in the prospectus in which this

application form is enclosed. BLOCK A: APPLICANT’S DETAILS

Surname of applicant:

First names of applicant:

Identity number of applicant:

Postal address (preferably a PO Box):

Postal code:

Contact name:

Telephone number and dialling code:

Facsimile number and dialling code:

E-mail address:

Former resident or non-resident of South Africa: BLOCK B: APPLICATION FOR RGT SMART ORDINARY SHARES

Column 1 Number of RGT SMART ordinary

shares applied for (must be a whole number multiple of 100

with a minimum of 10 000 shares)

Column 2 Price per total number of ordinary

shares applied for

Amount applied for

All RGT SMART shares allotted to applicants will be registered in the name and at the address listed below. Should these registration details not be completed then the RGT SMART ordinary shares will be registered in the name of the applicant listed in BLOCK A above.

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BLOCK C: APPLICATION FOR RGT SMART ORDINARY SHARES AT A PRICE OF 10 CENTS EACH (CREDITED AS FULLY PAID) (“RGT SMART ORDINARY SHARES”) To: The directors of RGT SMART

I, the undersigned, warrant that I have full legal capacity to contract on behalf of the applicant stated in Block A above (“the applicant”), and on behalf of the applicant hereby irrevocably to subscribe for the number of RGT SMART ordinary shares stated in column 1 of Block B above at the price stated in column 2 of Block B above, or any lesser number of RGT SMART ordinary shares that may be allocated to the applicant in the manner set out in paragraph 9 of the Company’s prospectus dated 15 March 2010 (“the prospectus”) and which incorporates this application form. Where a lesser number of RGT SMART ordinary shares are allocated to the applicant, I hereby agree that the relevant amount payable by the applicant in terms of column 3 of Block B above will be reduced pro-rata to the lesser number of RGT SMART ordinary shares allocated. I acknowledge that, on acceptance by RGT SMART of the above offer, a binding subscription for RGT SMART ordinary shares allocated to the applicant will result on the terms and conditions set out below read with the terms of the application set out below: Full name:

Capacity:

Signature:

Date: BLOCK D: DETAILS OF CSDP OR BROKER (To be completed by the CSDP or broker). Name of CSDP or broker:

Name of account holder:

Account number: In the event that Block D is not completed, applicants will be issued share certificates which will be posted to the address set out in Block A above. Terms of the application 1. Applications will only be considered from persons to whom the prospectus has been sent. Such

persons may cede, assign or renounce the right to make application in favour of any other person. 2. All alterations on this application form must be authenticated by a full signature. All applications must

be made without any conditions stated by applicants. 3. The name of the applicant may be changed to a nominee holder acceptable to RGT SMART, provided

that the applicant remains responsible for the obligations of its nominee. 4. RGT SMART reserves the right to refuse any application in whole or in part, or to accept some

applications in full and others in part, or to reduce all or any application on the basis determined by it. 5. Payment in respect of RGT SMART ordinary shares allocated to the applicant must be made by cheque

made payable to RGT SMART ISSUE and must accompany this application form. 6. If the offer to subscribe for the RGT SMART ordinary shares is accepted in whole or in part then the

resultant subscription is subject to the conditions referred to in paragraph 9 of the prospectus. 7. The subscription and allotment of the RGT SMART ordinary shares will be subject to the terms and

conditions stated in the prospectus.