Annexure A – Salient Features of the AfroCentric Incentive Plan (2022)

1

Introduction

The board of directors of AfroCentric Investment Corporation Limited (Board) (Company) is recommending to shareholders a new share-based incentive plan for the eligible employees of the Company and/or any subsidiary of the Company (Group) (Plan). The purpose of the Plan is to attract, retain, motivate and reward eligible employees of the Company, or any of its subsidiaries, which aligns their interests with those of the Group's and the shareholders of the Company.

Under the Plan, benefits will be conferred on employees of the Group by way of issued shares in the capital of the Company (Forfeitable Shares), which may be subject to applicable performance conditions (Performance Conditions).

The Plan has been prepared in accordance with Schedule 14 of the JSE Listings Requirements. The key features and salient terms of the Plan are set out below.

2

Eligibility 14.1(a)

Only employees of the Company or any member of the Group, including an executive director (Employee) may participate in the Plan. The Company may, but is not obliged to, establish a share trust for the purposes of administering the Plan. If a share trust is established the trustees of the share trust may not participate in the Plan.

The remuneration committee of the Board (Remco) will be responsible for selecting the Employees which will from time to time participate in the Plan as well as the extent of their participation. In making a decision, Remco will have regard to the Employee's seniority, job function and role. 14.1(f)

3

Overall and individual limits 14.1(b) and 14.1(c)

The aggregate number of ordinary shares of the Company (Shares) which may be utilised for the Plan at any time shall not exceed 57 000 000 Shares, being approximately 10% of the Company's current issued shares. The maximum number of shares that may be acquired under the Plan by a single Employee may not exceed 11 400 000 shares, being approximately 2% of the Company's current issued shares. No adjustments shall be made to the aforegoing limits as a result of an issue of shares in consideration for an acquisition, an issue of shares for cash or a vendor consideration placing. 14.3(c) However, shares purchased on the JSE for the purposes of the Plan shall not be counted towards the aforegoing limits.

Awards to Employees under the Plan (Awards) may be satisfied out of a new issue of shares, shares transferred out of treasury and/or shares purchased on the JSE. Employees will not be required to pay any amount in respect of an Award of Forfeitable Shares. 14.1(d)

4

Method of participation

Forfeitable Shares that are Awarded to an Employee will be transferred or otherwise delivered to such Employee. Such Employee will become the owner thereof but shall not be entitled to dispose of, or encumber, those Forfeitable Shares prior to the date set for vesting of an Award by Remco (Vesting Date). Save for the restriction on disposals and encumbrances, Forfeitable Shares will in all other respects enjoy the same rights as other issued shares. Accordingly –

5

Performance conditions

6

Vesting of awards

Remco will determine applicable testing points to assess the extent to which Performance Conditions have been satisfied. To the extent that it is determined that Performance Conditions have been satisfied Awards will vest. In the exceptional circumstances that Awards are not subject to Performance Conditions, they vest on the Vesting Date.

On an Award vesting, the Forfeitable Shares will cease to be subject to restrictions and may be disposed of or encumbered by Employees.

7

Malus and clawback

In accordance with the Group's malus and clawback policy, malus and clawback will apply in the event of, inter alia, the following circumstances:

• material misstatement resulting in adjustment to the audited consolidated accounts of the Group;
• if information used to determine the quantum of an Award was based on an error or was otherwise inaccurate or misleading;
• any conduct by the Employee which amounts to a serious misconduct, dishonesty and/or fraud that detrimentally impacts on the reputation of the Group;
• behaviour by an Employee that leads to censure of the Group by regulatory authority.

In the aforegoing events, the Board acting on a recommendation by Remco, is entitled to cancel or reduce the quantum of any Award in respect of which the Vesting Date has not yet arrived (malus), or to recover the value of the shares delivered to, or payments made to, Employees on the Vesting Date (clawback). Clawback is only possible for a period of two years after the vesting of an Award.

8

Termination of employment 14.1(h)

If the employment of an Employee terminates by reason of –

8.5

any other exceptional circumstance determined by Remco,

then he or she shall be entitled, within 45 days, to a decision by Remco as to what portion (if any) of his or her Award is to vest and the portion that does not vest or lapse. Awards will be vested on a pro rata basis to reflect the number of completed months' service between the date of grant of an Award and the date earmarked for vesting, but subject to an assessment by Remco in its discretion as to the satisfaction of any Performance Condition (if any).

If the employment of an Employee terminates for reasons other than those contemplated above, an Award will lapse to the extent not already vested on the date of termination of employment.

9

Invested forfeitable shares

10

Restructuring events

On the occurrence of an event which varies the capital structure of the Company an Employee will have the same rights as any other shareholder of the Company. An Employee will likewise, in respect of a holding of Forfeitable Shares, enjoy the same rights as other shareholders of the Company to participate in rights offers.

In the event of a takeover, Awards will be vested on a pro rata basis to reflect the number of completed months' service between the date of grant of an Award and the date earmarked for vesting, provided that Remco's discretion to determine that a Performance Condition ought to be regarded as having been satisfied. As an exception, Remco may by agreement determine that Awards are to be exchanged for similar rights issued by any acquiring party or that there is to be no adjustment whatsoever in the event that the takeover occurs without the delisting of the Company. 14.1(g)

11

Pre-emptive right

12

Amendment and termination 14.2