Exhibit 14
 
 
 
 
 
 
 
 
 
NET 1 UEPS TECHNOLOGIES, INC.
CODE OF ETHICS
 
 
 
 
 
 
 
 
 
 
CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.
 
EXECUTIVE SUMMARY
1.1.
 
INTRODUCTION
Net 1 UEPS Technologies
 
,
 
Inc. and its subsid
 
iaries (hereinafter referred
 
to as “Net1”) are
 
committed to a
 
policy
of
 
fairness
 
and
 
integrity
 
in
 
the
 
conducting
 
of
 
their
 
businesses.
 
This
 
commitment,
 
endorsed
 
by
 
the
 
Board
 
of
Directors of Net1 (hereinafter referred to as the “Board”), is based on the fundamental belief that business should
be conducted to the highest ethical standards of honesty,
 
fairness and legality.
This Code
 
of Ethics
 
(hereinafter
 
referred to
 
as this
 
“Code”) is
 
Net1’s
 
promise that
 
these ethical
 
standards
 
will
form
 
the
 
basis
 
for
 
all
 
endeavours
 
of
 
Net1.
 
Net1
 
has
 
established
 
this
 
Code
 
as
 
part
 
of
 
its
 
overall
 
policies
 
and
procedures. To
 
the extent that other Net1 policies and procedures conflict with this Code, this Code will prevail.
 
This Code will apply equally to all employees and other representatives of Net1. The term “employees”
 
has been
used in the broadest sense and includes:
 
●
 
all staff with whom a service contract exists;
●
 
management and non-management;
●
 
directors; and
●
 
contractors, consultants and temporary staff.
 
 
This Code is
 
designed to
 
inform employees
 
of policies in
 
various areas.
 
Therefore, Net1
 
expects all employees,
directors and other representatives to share its commitment to high moral,
 
ethical and legal standards.
 
The
 
most
 
current
 
version
 
of
 
this
 
Code
 
will
 
be
 
distributed
 
to
 
all
 
employees,
 
posted
 
and
 
maintained
 
on
 
Net1’s
website, and
 
filed as
 
an exhibit
 
to Net1’s
 
Annual Report
 
on Form
 
10-K. Net1’s
 
Annual Report
 
on Form
 
10-K
shall
 
disclose
 
that
 
this
 
Code
 
is
 
maintained
 
on
 
its
 
website
 
and
 
shall
 
disclose
 
that
 
substantive
 
amendments
 
and
waivers will also be posted on Net1’s
 
website.
 
 
Please study
 
this Code
 
carefully so
 
that you
 
understand Net1’s expectations
 
and your
 
obligations.
 
 
 
 
 
 
 
2.
 
COMPLIANCE, WAIVERS OR AMENDMENTS
 
2.1.
 
COMPLIANCE WITH THIS CODE
 
Compliance
 
with this
 
Code by
 
all employees
 
is mandatory.
 
If any
 
employee become
 
s
 
aware of,
 
or suspects,
 
a
contravention of this
 
Code, such employee
 
must promptly and
 
confidentially
 
advise his or her
 
line manager,
 
the
Human Resources Manager or a member of the Compliance Department (provided such person was not involved
in the alleged violation).
 
Net1’s efforts to ensure observance of, and adherence to, the
 
goals and policies outlined in this
 
Code mandate that
you must
 
promptly bring
 
to the
 
attention of
 
your line
 
manager, the
 
Human Resources
 
Manager or
 
a member
 
of
the
 
Compliance
 
Department
 
(provided
 
such
 
person
 
was
 
not
 
involved
 
in
 
the
 
alleged
 
violation)
 
any
 
material
transaction, relationship,
 
act, failure to
 
act, occurrence or
 
practice that you
 
believe, in good
 
faith, is inconsistent
with, in violation of, or reasonably could be expected to give rise to a violation of,
 
this Code.
 
The matter will be investigated and dealt with according to the Net1’s Policy for
 
the Review and Investigation of
Compliance Matters. Failure
 
to report violations
 
of this Code
 
will itself be considered
 
a serious violation
 
of this
Code.
 
It is
 
Net1’s
 
policy that
 
no retaliation
 
or other
 
adverse action
 
will be
 
taken against
 
any employee
 
for good-faith
reports
 
of
 
Code violations.
 
Persons who
 
discriminate,
 
retaliate or
 
harass
 
may
 
be
 
subject
 
to
 
civil,
 
criminal
 
and
administrative penalties, as well as disciplinary action, up to and including termination of
 
employment for cause.
Managers set an example for other employees and are often responsible
 
for directing the actions of others. Every
manager
 
and supervisor
 
is expected
 
to take
 
necessary
 
actions to
 
ensure compliance
 
with this
 
Code, to
 
provide
guidance and
 
assist employees
 
in resolving
 
questions concerning
 
this Code
 
and to permit
 
employees to
 
express
any concerns regarding compliance with this Code.
 
No one has the authority to order another employee to act in a manner that is contrary to
 
this Code.
2.2.
 
WAIVERS OF OR AMENDMENTS TO THIS CODE
 
Any waivers of or amendments to this Code must be in writing and must be
 
approved in advance by the Board.
 
Waivers
 
and
 
amendments,
 
and
 
the
 
reason
 
therefore,
 
shall
 
be
 
disclosed
 
as
 
required
 
under
 
applicable
 
law
 
and
regulations. If employees are in doubt about the
 
application of this Code, they should
 
discuss the matter with their
line manager, the Human Resources Manager,
 
or the Compliance Department.
 
 
 
 
 
 
 
3.
 
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
 
Employees must comply with all
 
applicable laws, rules and regulations
 
which relate to their activities for
 
and on
behalf of
 
Net1. Net1
 
will not
 
tolerate
 
any violation
 
of the
 
law or
 
unethical business
 
dealing by
 
any employee,
including any payment for, or other
 
participation in, an illegal act, such as bribery.
Net1 is
 
committed
 
to full
 
compliance
 
with the
 
laws, rules
 
and
 
regulations
 
of the
 
cities, states
 
and
 
countries
 
in
which it operates. You
 
must comply with all applicable
 
laws, rules and regulations in performing
 
your duties for
Net1.
 
Numerous federal,
 
state and
 
local laws,
 
rules and
 
regulations define
 
and establish
 
obligations with
 
which Net1,
its employees and
 
agents must comply. Under
 
certain circumstances, local
 
country law may
 
establish requirements
that differ from this Code.
 
You
 
are expected to
 
comply with all local
 
country laws in
 
conducting Net1’s
 
business. If you violate
 
these laws
or
 
regulations
 
in
 
performing
 
your
 
duties
 
for
 
Net1,
 
you
 
not
 
only
 
risk
 
individual
 
indictment,
 
prosecution
 
and
penalties, as well as civil actions and penalties, but also subject Net1 to the same
 
risks and penalties.
 
If
 
you
 
violate
 
these
 
laws in
 
performing
 
duties
 
for
 
Net1, you
 
may
 
be
 
subject
 
to
 
immediate disciplinary
 
action,
including possible termination of your employment or affiliation
 
with Net1.
 
Employees must ensure that their conduct cannot be interpreted as being in any way
 
in contravention of
applicable laws, rules and regulations governing the operations of Net1.
3.1.
 
FOREIGN CORRUPT PRACTICES ACT
Net1
 
employees
 
are
 
expressly
 
prohibited
 
from,
 
directly
 
or
 
indirectly,
 
offering
 
payment,
 
promising
 
to
 
pay,
 
or
authorizing the payment of any money,
 
or offering any gift or non-monetary offer
 
or benefit, promising to give a
gift or non-monetary offer or benefit, or authorizing the
 
giving of anything of value to any foreign official or any
foreign political party,
 
official of any foreign political party,
 
or candidate for governmental or political office
 
for
purposes of:
●
 
influencing
 
any
 
act
 
or
 
decision
 
of
 
that
 
foreign
 
official,
 
political
 
party
 
or
 
candidate
 
in
 
his/ her/
 
its
 
official
capacity;
●
 
inducing that foreign official, candidate or political party to do
 
or omit to do any act
 
in violation of the lawful
duty of that official, candidate or party,
 
or
●
 
securing any improper advantage; or
●
 
inducing
 
that
 
foreign
 
official,
 
candidate
 
or
 
political
 
party
 
to
 
use
 
his/
 
her/
 
its
 
influence
 
with
 
a
 
foreign
government or instrumentality to
 
affect or influence any
 
act or
 
decision of that
 
government or instrumentality,
in order to assist Net1 or its employee in obtaining or retaining business for or with, or directing
 
business to,
Net1.
 
Various
 
countries
 
also
 
have
 
laws that
 
prohibit
 
commercial
 
bribery.
 
Accordingly,
 
these laws
 
are
 
not
 
limited
 
in
scope to
 
bribery of
 
foreign officials
 
and typically
 
prohibit bribes
 
or inducements
 
to an individual
 
or business
 
to
improperly influence decision-making.
 
As such, it is Net1’s policy
 
that nothing of value should be provided to
 
any person for the purpose of improperly
obtaining or
 
retaining business
 
or otherwise
 
gaining an
 
improper business
 
advantage.
 
Violations
 
of this
 
policy
are taken very seriously, as they can subject both Net1 and the
 
individual to criminal and civil penalties, up to and
including
 
impri
sonment.
 
 
 
 
 
3.2.
 
COPYRIGHTED OR LICENSED MATERIAL
 
It is both illegal and unethical to engage in practices that violate copyright
 
laws or licensing agreements.
 
Net1 requires that
 
all employees respect
 
the rights conferred
 
by such laws
 
and agreements and
 
refrain from making
unauthorized copies
 
of protected
 
materials, including
 
but not
 
limited to
 
printed matter,
 
musical recordings,
 
and
computer software.
 
3.3.
 
COMPETITIVE RELATIONSHIPS
 
It is
 
unethical and
 
unlawful to
 
collaborate with
 
competitors or
 
their agents
 
or representatives
 
for the
 
purpose of
establishing or
 
maintaining rates or
 
prices at any
 
particular level,
 
or to collaborate
 
in any way
 
in the restraint
 
of
trade.
 
 
 
 
 
 
 
4.
 
CONFLICTS
 
OF INTEREST
 
Employees are expected to
 
perform their duties conscientiously, honestly and in
 
accordance with the best
 
interests
of Net1 to optimize business objectives.
Employees must not use their positions, or knowledge gained through their employment with Net1, for private or
personal advantage or in such a manner that a conflict or an appearance of conflict arises between Net1’s
 
interest
and their personal interests.
 
A conflict could arise
 
where an employee’s
 
family, or
 
a business with which an employee
 
or his or her family
 
is
associated obtains a
 
gain, advantage or
 
profit, or there
 
is the appearance of
 
a gain, advantage or
 
profit, by virtue
of the employee’s position with
 
Net1 or knowledge gained through that position.
Every employee must
 
promptly inform Net1
 
of any
 
business opportunities that
 
come to his
 
or her attention
 
through
the use of Net1 assets, property or information or that relate to the existing or prospective
 
business of Net1.
If employees
 
feel that
 
a course
 
of action
 
which they
 
have pursued,
 
are pursuing
 
or are
 
contemplating pursuing,
may
 
involve
 
them
 
in
 
a
 
conflict
 
of
 
interest
 
situation
 
or
 
a
 
perceived
 
conflict
 
of
 
interest
 
situation,
 
they
 
should
immediately make all the facts
 
known to the person
 
to whom they report and
 
the Human Resources Manager,
 
or
Compliance Department.
4.1.
 
OUTSIDE ACTIVITIES, EMPLOYMENT
 
AND DIRECTORSHIP
 
We all share a very real
 
responsibility to contribute to our local communities, and Net1 encourages employees
 
to
participate in religious, charitable, educational and civic activities.
Employees should,
 
however,
 
avoid acquiring
 
any business
 
interest or
 
participating in
 
any activity
 
outside Net1
which would create, or appear to create:
●
 
an excessive demand upon their time, attention and energy which would deprive Net1 of their best efforts on
the job; or
●
 
a conflict of interest - that is,
 
an obligation, interest or distraction which would interfere or
 
appear to interfere
with their independent exercise of judgment in Net1’s
 
best interest.
 
Employees other
 
than outside directors
 
may not
 
take up outside
 
employment without
 
the prior
 
written approval
of the Human Resources Manager.
Employees
 
who hold,
 
or have
 
been
 
invited
 
to hold,
 
outside
 
directorships
 
should take
 
particular
 
care to
 
ensure
compliance
 
with
 
all
 
provisions
 
of
 
this
 
Code.
 
When
 
outside
 
business
 
directorships
 
are
 
being
 
considered
 
by
employees other than outside directors, prior written approval must be obtained from the Chief Executive Officer
of Net1 or Executive Director responsible for the division.
4.2.
 
RELATIONSHIPS WITH CLIENTS, CUSTOMERS AND SUPPLIERS
 
Net1
 
recognizes
 
that
 
relationships
 
with
 
clients,
 
customers
 
and
 
suppliers
 
give
 
rise
 
to
 
many
 
potential
 
situations
where conflicts of interest, real or perceived, may arise.
 
Employ
ees
 
should
 
ensure
 
that
 
they
 
are
 
independent,
 
and
 
are
 
seen
 
to
 
be
 
independent,
 
from
 
any
 
business
 
organization
 
having
 
a
 
contractual
 
relationship
 
with
 
Net1
 
or
 
providing
 
goods
 
or
 
services
 
to
 
Net1,
 
if
 
such
 
a
relationship
 
might influence
 
or create
 
the impression
 
of influencing
 
their decisions
 
in the
 
performance
 
of their
duties on behalf of Net1.
 
In such
 
circumstances,
 
employees should
 
not invest
 
in, or
 
acquire
 
a financial
 
interest, directly
 
or indirectly,
 
in
such
 
an
 
organization.
 
 
 
 
 
4.3.
 
GIFTS, HOSPITALITY AND FAVOURS
Conflicts
 
of
 
interest
 
can
 
arise
 
where
 
employees
 
are
 
offered
 
gifts,
 
hospitality
 
or
 
other
 
favours
 
which
 
might,
 
or
could be perceived
 
to, influence their
 
judgment in relation
 
to business transactions
 
such as the
 
placing of orders
and contracts.
An employee
 
should not
 
accept gifts,
 
hospitality or
 
other favours
 
from suppliers
 
of goods
 
or services
 
to Net1.
However, the acceptance of the following
 
would not be considered contrary to such policy:
●
 
promotional matter of limited commercial value;
●
 
occasional business entertaining such as lunches, cocktail parties or
 
dinners; and
●
 
occasional personal hospitality such as tickets to sporting events or theatres.
Any
 
bribe
 
or
 
attempted
 
bribe
 
must
 
be
 
reported
 
to
 
the
 
employee’s
 
line
 
manager
 
as
 
soon
 
as
 
possible.
 
It
 
is
 
the
intention that dealings with any supplier that offers bribes
 
will be terminated.
Certain functions
 
or operating
 
areas may
 
have more
 
detailed rules
 
governing the
 
receipt of
 
gifts, hospitality
 
or
other favours.
In addition, no
 
bribes of any
 
kind should be
 
made by any
 
Net1 employee to
 
any customer or
 
potential customer
to secure business.
Providing the occasional gifts to customers, as set out below,
 
would not be considered contrary to such a policy:
●
 
advertising matter of limited commercial value;
●
 
occasional business entertaining such as lunches, cocktail parties or
 
dinners; and
●
 
occasional personal hospitality such as tickets to sporting events or theatres.
4.4.
 
PERSONAL INVESTMENTS
Net1 respects
 
the right
 
of all
 
employees to
 
make personal
 
investment decisions
 
as they
 
see fit,
 
as long
 
as these
decisions do not contravene any provisions of this Code, any applicable legislation, or any policies or procedures
established
 
by
 
the various
 
operating
 
areas of
 
Net1, and
 
provided
 
these
 
decisions
 
are not
 
made
 
on
 
the basis
 
of
material non-public information acquired by reason of an employee’s
 
connection with Net1.
 
Employees should
 
not permit
 
their personal
 
investment transactions
 
to have
 
priority over
 
transactions for
 
Net1
and its clients.
When considering the application
 
of this section, employees should
 
ensure that no investment decision
 
made for
their
 
own
 
account
 
could
 
reasonably
 
be
 
expected
 
to
 
adversely
 
influence
 
their
 
judgment
 
or
 
decisions
 
in
 
the
performance of their duties on behalf of Net1.
Employees involved
 
in performing
 
investment activities
 
on behalf of
 
Net1 and
 
those who by
 
the nature
 
of their
duties
 
or
 
positions
 
are
 
exposed
 
to
 
price-sensitive
 
information
 
relating
 
to
 
Net1
 
are
 
subject
 
to
 
additional
 
rules
governing
 
personal
 
investments.
 
These
 
may
 
be
 
imposed
 
by
 
the
 
Companies
 
Act,
 
the
 
Stock
 
Exchange
 
of
 
Johannesburg, Banks Act,
 
Financial Sector Conduct Authority
 
,
 
Securities Regulation Panel and
 
other regulatory
bodies, industry associations and management.
 
 
 
 
 
 
The rules include requirements for employees to:
 
●
 
obtain
 
prior
 
written
 
approval
 
for,
 
and
 
to
 
report
 
on,
 
their
 
personal
 
investment
 
activity
 
and
 
the
 
investment
activity of those persons with whom they have a close relationship;
 
and
●
 
refrain from dealing in the
 
shares of entities that Net1 deals with
 
during certain restricted periods,
 
as well as
Net1 subsidiaries and associates.
4.5.
 
INSIDER INFORMATION AND INSIDER TRADING
Employees
 
may
 
receive
 
information
 
concerning
 
Net1
 
or
 
one
 
of
 
its
 
affiliates,
 
business
 
partners,
 
clients,
 
or
customers
 
that
 
is
 
confidential
 
and
 
not
 
generally
 
known
 
by
 
the
 
public.
 
If
 
that
 
information
 
is
 
“material”
 
(i.e.,
publication of that
 
information is likely
 
to affect the
 
market price of
 
the stock of
 
the entity to
 
which the information
relates), then the employee has an ethical and legal obligation not to:
●
 
act on that information (i.e., buy or sell stock based on that information);
●
 
disclose that information to others; or
 
●
 
advise others
 
to buy
 
or sell
 
the stock
 
of the
 
entity to
 
which that
 
information relates,
 
until such
 
information
becomes public.
 
 
An
 
employee’s
 
direct
 
or
 
indirect
 
use
 
of
 
or
 
sharing
 
of
 
such
 
confidential,
 
privileged,
 
or
 
otherwise
 
proprietary
business information of Net1 or
 
its partners, clients, or customers
 
for financial gain, including
 
investment by the
employee or the transmission of this information to others so that they can use this information for their financial
gain,
 
constitutes insider
 
trading,
 
which
 
is a
 
criminal
 
offense.
 
Please refer
 
to Net1’s
 
Insider
 
Trading
 
Policy for
more information.
4.6.
 
REMUNERATION
No employee may receive commissions
 
or other remuneration related to the
 
sale of any product or
 
service of Net1
except
 
as
 
specifically
 
provided
 
under
 
an
 
individual’s
 
terms
 
of
 
employment
 
or
 
as
 
specifically
 
agreed
 
with
management.
 
No member of
 
Net1’s Audit Committee shall
 
receive any compensation
 
not permitted by
 
the rules of
 
the Securities
and
 
Exchange
 
Commission
 
(hereinafter
 
referred
 
to
 
as
 
the
 
“SEC”),
 
The
 
NASDAQ
 
Stock
 
Market,
 
and
 
other
applicable law.
Employees
 
may
 
not receive
 
any
 
money
 
or anything
 
of value
 
(other
 
than
 
Net1’s
 
regular remuneration
 
or other
incentives), either
 
directly or
 
indirectly,
 
for negotiating,
 
procuring, recommending
 
or aiding
 
in any
 
transaction
made on behalf of Net1, nor have any direct or indirect financial interest in such
 
a transaction.
 
 
 
 
 
5.
 
EMPLOYMENT
 
EQUITY,
 
ENVIRONMENTAL
 
RESPONSIBILITY
 
AND
 
POLITICAL
SUPPORT
5.1.
 
EMPLOYMENT EQUITY
 
Net1 supports employment equity in the workplace and
 
seeks to identify, develop and reward each employee who
demonstrates the
 
qualities of
 
individual
 
initiative, enterprise,
 
hard work
 
and loyalty
 
in their
 
job. Net1
 
supports
and complies with the Basic Conditions of Employment Act and the
 
Employment Equity Act.
All employees have
 
the right to
 
work in an
 
environment which is
 
free from any
 
form of discrimination,
 
directly
or indirectly, on any
 
arbitrary ground, including,
 
but not limited
 
to race, gender, sex,
 
ethnic or social
 
origin, colour,
sexual orientation, age,
 
disability,
 
religion, conscience, belief,
 
political opinion, culture,
 
language, marital status
or family responsibility.
 
Employees
 
should
 
report any
 
cases of
 
actual or
 
suspected
 
discrimination
 
to their
 
line managers
 
or the
 
Human
Resources Manager.
Employees with illnesses or disabilities may continue to work, provided that they are able
 
to continue to perform
satisfactorily the essential duties of their jobs and do not present a safety or health hazard to
 
themselves or others.
5.2.
 
HEALTH AND SAFETY
Net1 is committed to taking every reasonable precaution to ensure a safe work
 
environment for all employees.
Employees who
 
become aware
 
of circumstances
 
relating to
 
Net1’s
 
operations or
 
activities which
 
pose a
 
real or
potential health or
 
safety risk should report
 
the matter to their line
 
manager and the Human
 
Resources Manager.
It is
 
Net1’s
 
policy that
 
no retaliation
 
or other
 
adverse action
 
will be
 
taken against
 
any employee
 
for good-faith
reports.
5.3.
 
ENVIRONMENTAL MANAGEMENT
Net1 is committed to developing operating
 
policies to address the environmental impact
 
of its business activities
by
 
integrating
 
pollution
 
control,
 
waste
 
management
 
and
 
rehabilitation
 
activities
 
into
 
operating
 
procedures.
Employees should give appropriate and timely attention to environmental
 
issues.
5.4.
 
POLITICAL SUPPORT
 
Net1 accepts the personal participation of its
 
employees in the political process and
 
respects their right to absolute
privacy with
 
regard to
 
personal political
 
activity.
 
Net1 will
 
not attempt
 
to influence
 
any such
 
activity provided
there is no disruption to workplace activities and it does not contribute
 
to industrial unrest.
Net1
 
funds,
 
goods
 
or
 
services,
 
however,
 
may
 
not
 
be
 
used
 
as
 
contributions
 
to
 
politic
al
 
parties
 
or
 
their
 
candidates.
 
 
 
 
 
 
 
6.
 
NET1’S FUNDS, PROPERTY AND RECORDS
 
6.1.
 
FUNDS AND PROPERTY
 
Net1 has developed
 
a number of
 
internal controls
 
to safeguard
 
its assets and
 
imposes strict
 
standards to
 
prevent
fraud and dishonesty.
 
It is every employee’s responsibility
 
to implement, maintain and enhance the effectiveness
of the control environment in which they operate.
 
All employees
 
who have
 
access to Net1’s
 
funds in
 
any form
 
must at
 
all times
 
follow prescribed
 
procedures for
recording, handling and protecting such funds.
 
Operating areas may implement
 
policies and procedures relating
 
to the safeguarding of
 
Net1 property,
 
including
computer software.
Employees
 
must at
 
all times
 
ensure
 
that Net1’s
 
funds and
 
property
 
are used
 
only for
 
legitimate Net1
 
business
purposes.
 
Where an
 
employee
 
requires
 
Net1 funds
 
to be
 
spent,
 
it is
 
the employee’s
 
responsibility
 
to use
 
good
judgment on Net1’s behalf and to ensure
 
that appropriate value and authorization
 
is received for such
 
expenditure.
All
 
payments
 
made
 
by
 
or
 
on
 
behalf
 
of
 
Net1
 
for
 
any
 
purpose
 
must
 
be
 
fully
 
and
 
accurately
 
described
 
in
 
the
documents and
 
records supporting
 
the payment.
 
No false,
 
improper,
 
or misleading
 
entries shall
 
be made
 
in the
books and records of Net1.
Complete and
 
accurate information
 
is to be
 
given in
 
response to
 
inquiries from
 
Net1’s
 
Compliance Department
and certified public accountants.
If employees become
 
aware of any
 
evidence that Net1
 
funds or property
 
may have been
 
or are likely
 
to be used
in
 
a
 
fraudulent
 
or
 
improper
 
manner
 
they
 
should
 
immediately
 
and
 
confidentially
 
advise
 
Net1
 
as
 
set
 
out
 
in
 
the
compliance with this Code section of this document.
 
It is
 
Net1’s
 
policy that
 
no retaliation
 
or other
 
adverse action
 
will be
 
taken against
 
any employee
 
for good-faith
reports.
6.2.
 
RECORDS
 
Accurate and
 
reliable records of
 
many kinds are
 
necessary to meet
 
Net1’s
 
legal and financial
 
obligations and
 
to
manage the
 
affairs of
 
Net1. Net1’s
 
books and
 
records should reflect
 
all business transactions
 
in an accurate
 
and
timely manner.
 
Undisclosed
 
or
 
unrecorded
 
revenues,
 
expenses,
 
assets
 
or
 
liabilities
 
are
 
not
 
permissible,
 
and
 
the
 
employees
responsible for accounting and record-keeping functions are expected to be diligent in enforcing proper practices.
 
 
 
 
 
 
7.
 
EMPLOYMENT MATTERS
7.1.
 
SUPERVISION OF RELATIVES AND OTHERS
Close relatives
 
and domestic
 
partners shall
 
not work
 
directly or
 
indirectly under
 
the supervision
 
of one
 
another
without prior written approval.
 
●
 
“Close relative”
 
means, but
 
is not
 
limited to,
 
a spouse,
 
sister,
 
brother,
 
sister-in-law,
 
brother-in-law,
 
father,
mother,
 
father-in-law,
 
mother-in-law,
 
step-parent, aunt,
 
uncle, first cousin,
 
child, step-child,
 
foster child,
 
or
grandparent.
 
●
 
“Domestic partner”
 
means, but
 
is not
 
limited to,
 
husband, wife,
 
or a
 
person the
 
employee currently
 
resides
with in an intimate, romantic or sexual relationship.
 
 
If such a
 
situation should arise,
 
it should be
 
immediately brought to
 
the attention of
 
a direct manager
 
of Human
Resources.
 
Net1 also requires
 
that employees disclose to
 
Human Resources the
 
existence of an intimate,
 
romantic or sexual
relationship
 
between
 
employees
 
where
 
there
 
exists a
 
direct
 
chain
 
of command
 
and/
 
or supervisor/
 
subordinate
relationship. Decisions concerning such employees will be made
 
on a case-by-case basis by Human Resources.
7.2.
 
RESTRICTIONS ON FORMER GOVERNMENT
 
EMPLOYEES
Former U.S. Government employees
 
or U.S. military officers are
 
generally prohibited from representing
 
Net1 in
matters in which the government has substantial interest and where the employee
 
had prior responsibility.
 
Retired senior government officials
 
and regular military officers
 
are further restricted from selling
 
to, or in some
instances, contacting their former agency or military service.
 
The duration of these
 
prohibitions and the matters to
 
which they apply depend
 
on the type of
 
previous government
employment. Net1’s legal department
 
should be contacted to help identify which restrictions apply.
 
 
 
 
 
 
 
 
8.
 
DEALING WITH OUTSIDE PERSONS AND ORGANISATIONS
 
8.1.
 
PROMPT COMMUNICATIONS
Net1 strives to achieve complete,
 
accurate, fair,
 
understandable and timely communications
 
with all parties with
whom it conducts
 
business, as well
 
as government
 
authorities and
 
the public.
 
All employees must
 
take all steps
necessary to
 
assist Net1
 
in fulfilling
 
these disclosure
 
responsibilities. In
 
addition, prompt
 
and effective
 
internal
communication is encouraged.
A prompt,
 
courteous and accurate
 
response should
 
be made to
 
all reasonable
 
requests for
 
information and other
client communications.
 
Any complaints should
 
be dealt with
 
in accordance with
 
internal procedures
 
established
by various operating areas of Net1 and applicable laws.
8.2.
 
MEDIA RELATIONS
In addition to everyday communications with outside persons and organizations, Net1 will, on occasion, be asked
to express its views to the media on certain issues.
When communicating publicly
 
on matters that
 
involve Net1 business, employees
 
must not presume
 
to speak for
Net1 on
 
any matter,
 
unless they
 
are certain
 
that the views
 
they express
 
are those
 
of Net1 and
 
it is Net1’s
 
desire
that such
 
views be
 
publicly disseminated.
 
Employees approached
 
by the
 
media should
 
immediately contact
 
the
department or individual responsible for corporate communications.
An
 
employee,
 
when
 
dealing
 
with
 
anyone
 
outs
ide
 
Net1,
 
including
 
public
 
officials,
 
must
 
take
 
care
 
not
 
to
 
compromise the
 
integrity or
 
damage the
 
reputation of
 
any outside
 
individual, business,
 
or government
 
body,
 
or
that of Net1.
As a general rule, Net1’s position
 
on public policy or industry issues will be dealt with by
 
senior management of
Net1 and existing
 
policies in this
 
regard must be
 
adhered to.
 
The text
 
of the articles
 
for publication, public
 
speeches
and addresses about
 
Net1 and its
 
business should be
 
reviewed in advance
 
with the
 
individual responsible for
 
public
relations.
Employees
 
should
 
separate
 
their
 
personal
 
roles
 
from
 
Net1’s
 
position
 
when
 
communicating
 
on
 
matters
 
not
involving Net1 business. They should
 
be especially careful to ensure
 
that they are not identified with
 
Net1 when
pursuing personal or
 
political activities, unless
 
this identification has
 
been specifically authorized
 
in advance by
Net1.
 
 
 
 
 
 
 
9.
 
PRIVACY
 
AND CONFIDENTIALITY
 
In
 
the
 
regular
 
course
 
of
 
business,
 
Net1
 
accumulates
 
a
 
considerable
 
amount
 
of
 
information.
 
The
 
following
principles are to be observed:
9.1.
 
OBTAINING AND SAFEGUARDING INFORMATION
Information necessary
 
for Net1’s
 
business should
 
be reliable, accurate
 
and its confidentiality
 
maintained. When
personal information is needed, wherever
 
possible, it should be
 
obtained directly from the
 
person concerned. Only
reputable and reliable sources should be used to supplement this information.
Information
 
should
 
only
 
be
 
retained
 
as
 
long
 
as
 
it
 
is
 
needed
 
or
 
as
 
required
 
by
 
law,
 
and
 
it
 
is
 
every
 
employee’s
responsibility to ensure that such information is physically secured and protected.
9.2.
 
ACCESS TO INFORMATION
Any
 
information
 
with
 
respect
 
to
 
any
 
product,
 
plan
 
or
 
business
 
transaction
 
of
 
Net1,
 
or
 
personal
 
information
regarding
 
employees,
 
including
 
their
 
salaries,
 
must
 
be
 
kept
 
strictly
 
confidential
 
(hereinafter
 
referred
 
to
 
as
“Confidential Information”) and must not be
 
disclosed or used for improper
 
purposes by any employee unless
 
and
until proper authorization for such disclosure has been obtained.
 
Once authorization has
 
been obtained, all
 
information required by
 
stakeholders either on
 
request or due
 
to statutory
requirements must be accurately disclosed.
 
In addition, operating areas may
 
implement policies and procedures to
 
prevent improper transmission within Net1
of material non-public information.
9.3.
 
TERMINATION OF EMPLOYMENT
The obligation to
 
preserve the confidentiality
 
of Confidential Information
 
acquired in the course
 
of employment
with
 
Net1
 
does
 
not
 
end
 
upon
 
termination
 
of
 
employment.
 
The
 
obligation
 
continues
 
indefinitely
 
until
 
Net1
authorizes disclosure, or until the Confidential Information legally enters
 
the public domain.
Immediately
 
upon
 
the
 
termination
 
of
 
employment
 
for
 
any
 
reason,
 
or
 
when
 
otherwise
 
requested
 
by
 
Net1,
 
employees
 
are required
 
to return
 
to
 
Net1 all
 
above-mentioned
 
Confidential Information,
 
including
 
documents,
information and other property.
9.4.
 
FORMER EMPLOYMENT
New employees
 
will not
 
be assigned
 
to work
 
where
 
they might
 
be required
 
to use
 
or disclose
 
trade
 
secrets
 
or
confidential information
 
belonging to
 
their former
 
employers. New
 
employees should
 
not take
 
away from
 
their
former place of employment any information that might be considered
 
proprietary or confidential.
 
 
 
 
 
 
 
10.
 
OBLIGATIONS OF EMPLOYEES
 
It is of paramount importance to Net1 that all disclosure in reports and documents that Net1 files with, or submits
to, the SEC, and in other public communications made by Net1 is full, fair,
 
accurate, timely and understandable.
 
You
 
must take all steps available to assist Net1 in fulfilling these responsibilities consistent with your role within
the Net1. In
 
particular,
 
you are required
 
to provide
 
prompt and accurate
 
answers to all
 
inquiries made
 
to you
 
in
connection with Net1’s preparation
 
of its public reports and disclosure.
All employees must perform their duties diligently,
 
effectively and efficiently,
 
and in particular:
●
 
support and assist Net1 to fulfil its commercial and ethical obligations and objectives as set out in this Code;
●
 
avoid any waste of resources, including time;
●
 
be committed to improving
 
productivity, achieving the maximum quality standards, reducing ineffectiveness,
and avoiding unreasonable disruption of activities at work;
●
 
commit to honouring their agreed terms and conditions of employment;
●
 
not act in any way that may jeopardize the shareholders’
 
rights to a reasonable return on investment;
●
 
act honestly and in good faith at all times and report any harmful activity
 
they observe in the workplace;
●
 
recognize fellow employees’
 
rights to freedom of association and not intimidate fellow employees;
●
 
pay due regard to environmental, public health and safety conditions in
 
and around the workplace; and
●
 
act within their powers and not carry on the business of Net1 recklessly.
 
Each
 
employee
 
who
 
contributes
 
in
 
any
 
way
 
to
 
the
 
preparation
 
or
 
verification
 
of
 
the
 
Company's
 
financial
statements and other financial information must:
●
 
ensure that the Company's books, records and accounts are accurately maintained;
●
 
be familiar with
 
and comply with
 
the Company's disclosure
 
controls and procedures
 
and its internal control
over financial reporting; and
●
 
take all necessary steps to ensure that all filings with the SEC and all other public communications about
 
the
financial
 
and
 
business
 
condition
 
of
 
the
 
Company
 
provide
 
full,
 
fair,
 
accurate,
 
timely
 
and
 
understandable
disclosure.
 
Each employee
 
must cooperate
 
fully with
 
the Company's
 
accounting and
 
internal audit
 
departments, as
 
well as
the Company's certified public accountants and counsel.
Each
 
employee
 
acknowledges
 
that
 
Net1 shall
 
be the
 
owner
 
of the
 
copyright in
 
any work
 
which
 
is eligible
 
for
copyright and
 
which is
 
created or
 
executed by
 
such employee,
 
whether alone
 
or with
 
others, in
 
the course
 
and
scope of employment.
All work created
 
or executed by
 
the employee and
 
for which copyright
 
exists shall
 
unless the employee
 
established
the contrary, be deemed to
 
have been created or executed in the course and scope of employment with Net1.
BOARD APPROVAL
 
RECEIVED: SEPTEMBER 2021