LESAKA TECHNOLOGIES,
 
INC.
INSIDER TRADING POLICY
 
Exhibit 19
 
 
CONTENTS
 
 
1.
 
EXECUTIVE SUMMARY
1.1.
 
INTRODUCTION
The
 
Insider
 
Trading
 
Policy
 
(hereinafter
 
referred
 
to
 
as
 
the
 
“Policy”)
 
provides
 
guidelines
 
to
 
all
 
employees,
 
officers
 
and
directors
 
of
 
Lesaka
 
Technologies
 
,
 
Inc.
 
and
 
its
 
subsidiaries
 
(hereinafter
 
referred
 
to
 
as
 
the
 
“Company”)
 
with
 
respect
 
to
transactions in the Company’s securities.
The nature of
 
operations of a
 
listed company
 
includes that
 
its management
 
and other insiders
 
may possess
 
information
influencing the value of a security issued
 
by the listed company,
 
meant to be used to promote the
 
business operations of
the listed company.
 
The information
 
shall be confidential
 
until published or
 
otherwise made
 
available in the
 
market. The
information may not be used in securities transactions or
 
disclosed to others without an acceptable reason.
Holdings in a
 
listed company
 
by the management
 
of the listed
 
company and
 
by other insiders
 
are in essence
 
beneficial
for both the company and
 
its shareholders. The publicity
 
of holdings of the insiders
 
provides the investors a
 
possibility to
monitor
 
the
 
holdings
 
of
 
the
 
insiders
 
and
 
simultaneously
 
supports
 
confidence
 
in
 
the
 
securities
 
markets.
 
The
 
trading
practices of the insiders shall be such that they do not
 
undermine confidence in the securities markets.
 
 
2.
 
TRADING IN COMPANY SECURITIES
 
2.1.
 
TRADING
 
IN
 
COMPANY
 
SECURITIES
 
WHILE
 
IN
 
POSSESSION
 
OF
 
MATERIAL
 
NON-PUBLIC
INFORMATION IS PROHIBITED
The purchase or sale
 
of securities by
 
any person who
 
possesses material non-public
 
information (hereinafter referred
 
to
“MNPI”) is a violation of federal and state securities
 
laws. Furthermore, it is important that the appearance,
 
as well as the
fact, of trading on the basis of MNPI be avoided.
 
Therefore,
 
any
 
person
 
subject
 
to
 
the
 
Policy
 
who
 
possesses
 
MNPI
 
pertaining
 
to
 
the
 
Company
 
may
 
not
 
trade
 
in
 
the
Company’s securities, advise anyone else to do so, or communicate the information to anyone else until he or she knows
that the information has been disseminated to the public.
The Policy applies to
 
all trading or other
 
transactions in the Company’s
 
securities, including common stock,
 
options, and
any other
 
securities
 
that the
 
Company may
 
issue, such
 
as preferred
 
stock, notes,
 
bonds and
 
convertible securities,
 
as
well as to derivative securities relating to any of the Company’s
 
securities, whether or not issued by the Company.
No director, officer,
 
employee, or consultant of the Company who
 
is aware of MNPI relating to the Company may:
●
 
directly or through family
 
members or other
 
persons or entities,
 
purchase, sell or
 
otherwise transfer or
 
trade, or offer
to purchase, sell, or otherwise transfer
 
or trade, any securities of the Company,
 
other than pursuant to a trading
 
plan
that complies with Rule 10b5-1 promulgated by the U.S.
 
Securities and Exchange Commission (“SEC”); or
●
 
engage in any other action to take personal advantage of that information, communicate that information on to others
outside the Company,
 
including:
◾
 
friends and family (a practice referred to as “tipping”); or
 
◾
 
make
 
recommendations
 
or
 
express
 
opinions
 
as
 
to
 
trading
 
in
 
the
 
Company’s
 
securities
 
while
 
in
 
possession
 
of
MNPI, except
 
such person
 
may advise
 
others not
 
to trade
 
in the
 
Company’s securities
 
if doing
 
so might
 
violate
the law or this Policy.
In addition, it is the policy of
 
the Company that no officer,
 
director, employee, or
 
consultant who, in the course
 
of working
for the
 
Company,
 
learns of
 
MNPI of
 
another company
 
with which
 
the Company
 
does business,
 
such as
 
a customer
 
or
supplier, may trade in that
 
company’s securities until that information becomes
 
public or is no longer material.
 
No officer,
 
director,
 
employee, or
 
consultant who
 
knows of
 
any such
 
MNPI may
 
communicate that
 
information to,
 
or tip,
any other
 
person, including
 
family members
 
and friends,
 
or otherwise
 
disclose such
 
information without
 
the Company’s
authorization.
2.2.
 
SPECIAL GUIDELINES FOR 10B5-1 TRADING
 
PLANS
Notwithstanding the foregoing,
 
an employee will
 
not be
 
deemed to
 
have violated the
 
Policy if
 
he or
 
she effects a
 
transaction
that meets all of the enumerated criteria below:
●
 
The transaction must be made pursuant
 
to a documented plan (the “Plan”)
 
entered into in good faith that
 
complies
with all provisions of Rule 10b5-1 (the “Rule”), including,
 
without limitation:
◾
 
Each Plan must:
a)
 
specify the
 
amount of
 
securities to
 
be purchased
 
or sold
 
and the
 
price at
 
which and
 
the date
 
on which
 
the
securities are to be purchased or sold, or
b)
 
include a written
 
formula or
 
algorithm, or
 
computer program,
 
for determining
 
the amount
 
of securities
 
to be
purchased or sold and the price at which and the date on which the
 
securities were to be purchased or sold.
◾
 
Such
 
Plan
 
must
 
prohibit
 
the
 
employee
 
and
 
any
 
other
 
person
 
who
 
possesses
 
MNPI
 
from
 
exercising
 
any
subsequent influence over how, when,
 
or whether to effect trades.
◾
 
Such Plan must provide that no trades may occur thereunder until expiration of the applicable cooling-off period
specified in Rule
 
10b5-1(c)(ii)(B), and no
 
trades may occur
 
until after
 
that time.
 
The appropriate cooling-off
 
period
will vary based on the status
 
of the covered person. For directors and
 
officers, the cooling-off period ends on the
later
 
of
 
(x)
 
ninety
 
(90)
 
days
 
after
 
adoption
 
or
 
certain
 
modifications
 
of
 
the
 
Plan;
 
or
 
(y)
 
two
 
(2)
 
business
 
days
following disclosure of the Company's financial results in a Form 10-Q or Form 10-K for the quarter in which the
Plan was
 
adopted or
 
modified. However,
 
the cooling-off
 
period cannot
 
exceed one
 
hundred and
 
twenty (120)
days from
 
adoption
 
or modification
 
of the
 
Plan as
 
specified
 
in the
 
Rule. For
 
all other
 
persons,
 
the cooling
 
-off
period ends thirty (30) days after adoption or modification of
 
the Plan. This required cooling-off period will
 
apply
to the entry into a new Plan and any revision or modification
 
of a Plan.
●
 
Each
 
Plan
 
must
 
be
 
approved
 
prior
 
to
 
the
 
effective
 
time
 
of
 
any
 
transactions
 
under
 
such
 
Plan
 
by
 
the
 
Company’s
Compliance Officer (as hereinafter
 
defined). The Company reserves the
 
right to withhold approval of any
 
Plan that
the Compliance Officer determines, in his or her
 
sole discretion:
◾
 
fails to comply with the Rule; or
◾
 
exposes the Company or the
 
employee to liability under any
 
other applicable state or federal rule,
 
regulation or
law; or
◾
 
creates any appearance of impropriety; or
 
◾
 
fails to meet the guidelines established by the Company;
 
or
◾
 
otherwise fails to
 
satisfy review
 
by the Compliance
 
Officer for
 
any reason, such
 
failure to be
 
determined in the
sole discretion of the Compliance Officer.
●
 
Any modifications to the Plan or deviations from the
 
Plan without prior approval of the Compliance Officer will result
in
 
a
 
failure
 
to
 
comply
 
with
 
the
 
Policy.
 
Any
 
such
 
modifications
 
or
 
deviations
 
are
 
subject
 
to
 
the
 
approval
 
of
 
the
Compliance Officer.
●
 
Each Plan must be established at a time when the trading
 
window is open.
●
 
Each
 
Plan
 
must
 
provide
 
appropriate
 
mechanisms
 
to
 
ensure
 
that
 
the
 
employee
 
complies
 
with
 
all
 
rules
 
and
regulations, including
 
Rule 144
 
promulgated under
 
the Securities
 
Act of
 
1933 and
 
Section 16(b)
 
of the
 
Securities
Exchange Act
 
of 1934
 
(hereinafter referred
 
to as
 
the “Exchange
 
Act”), applicable
 
to securities
 
transactions under
the Plan by the employee.
●
 
Each Plan must provide for the suspension of all transactions under such Plan in
 
the event that the Company, in its
sole discretion, deems such suspension necessary and advisable, including suspensions necessary to
 
comply with
trading
 
restrictions
 
imposed
 
in
 
connection
 
with
 
any
 
lock-up
 
agreement
 
required
 
in
 
connection
 
with
 
a
 
securities
issuance transaction or other similar events.
●
 
None of the Company, the Audit Committee nor any of the Company’s officers, employees or other representatives
shall be deemed, solely by
 
their approval of the Plan, to
 
have represented that any
 
Plan complies with the Rule
 
or
to have assumed
 
any liability
 
or responsibility
 
to the employee
 
or any other
 
party if such
 
Plan fails to
 
comply with
the Rule.
 
 
 
3.
 
APPLICATION AND RESTRICTION OF THE POLICY
 
3.1.
 
ALL
 
EMPLOYEES,
 
OFFICERS, DIRECTORS,
 
CONSULTANTS
 
AND
 
THEIR
 
FAMILY
 
MEMBERS
 
AND
AFFILIATES ARE SUBJECT TO THIS POLICY
The Policy
 
applies to
 
all directors,
 
officers, employees,
 
and consultants
 
of the
 
Company as
 
well as
 
to entities
 
(such as
trusts, limited partnerships and corporations) over which
 
such individuals have or share voting or investment
 
control.
 
For the
 
purposes of
 
this Policy,
 
officers, outside
 
directors and
 
consultants are
 
included within
 
the term
 
“employee.” The
Policy also applies to any other persons
 
whom the Company’s insider trading Compliance Officer may designate because
they have access
 
to MNPI
 
concerning the Company, as well
 
as any person
 
who receives MNPI
 
from any Company
 
insider.
 
Persons
 
subject
 
to
 
the
 
Policy
 
are
 
responsible
 
for
 
ensuring
 
compliance
 
by
 
family
 
members
 
and
 
members
 
of
 
their
households and by
 
entities over which
 
they exercise voting
 
or investment control.
 
Employees should provide
 
each of these
persons or entities with a copy of this Policy.
3.2.
 
EXECUTIVE OFFICERS AND DIRECTORS ARE
 
SUBJECT TO ADDITIONAL RESTRICTIONS
●
SECTION 16 INSIDERS
 
The Company’s directors and executive
 
officers are subject to
 
the reporting provisions and trading
 
restrictions of Section
16
 
of
 
the
 
Exchange
 
Act
 
and
 
the
 
underlying
 
rules
 
and
 
regulations
 
promulgated
 
by
 
the
 
SEC.
 
Each
 
of
 
these
 
persons
 
is
referred to herein as a “Section 16 Insider.”
 
An
 
executive
 
officer
 
is
 
generally
 
defined
 
as
 
the
 
president,
 
principal
 
financial
 
officer,
 
principal
 
accounting
 
officer
 
or
controller, any vice president
 
in charge of a principal business unit, division
 
or function or any other officer or
 
person who
performs a policy making function.
●
ADDITIONAL RESTRICTIONS
All Section 16 Insiders are subject to the additional restrictio
 
ns set forth in
Appendix A
 
hereto.
3.3.
 
APPLICABILITY OF THE POLICY TO TRANSACTIONS
 
IN COMPANY SECURITIES
●
GENERAL RULE
The Policy
 
applies to
 
all transactions
 
in the
 
Company’s securities,
 
including common
 
stock and
 
any other
 
securities the
Company
 
may
 
issue
 
from
 
time
 
to
 
time,
 
such
 
as
 
preferred
 
stock,
 
warrants
 
and
 
convertible
 
debentures,
 
as
 
well
 
as
 
to
derivative securities
 
relating to
 
the Company’s
 
stock, whether
 
or not
 
issued by
 
the Compan
y,
such as
 
exchange-traded
options.
 
For
 
purposes
 
of
 
this
 
Policy,
 
the
 
term
 
“trade”
 
includes
 
any
 
transaction
 
in
 
the
 
Company’s
 
securities,
 
including
 
gifts
 
and
pledges.
●
EMPLOYEE BENEFIT PLANS
●
 
Stock Option Plans
The trading prohibitions
 
and restrictions set
 
forth in the
 
Policy do not
 
apply to the
 
exercise of
 
stock options
 
for
cash, a promissory note, or by
 
having the Company withhold common stock in
 
payment of the exercise price but
do apply to all sales of securities acquired through the
 
exercise of stock options.
 
Thus, the Policy does apply to the “same-day sale” or cashless
 
exercise of Company stock options.
●
 
Employee Stock Purchase Plans
The
 
trading
 
prohibitions
 
and
 
restrictions
 
set
 
forth
 
in
 
the
 
Policy
 
do
 
not
 
apply
 
to
 
periodic
 
contributions
 
by
 
the
Company or employees to employee stock purchase plans or employee benefit plans (e.g., a pension or 401(k)
plan) which are used to purchase Company securities
 
pursuant to the employee’s advance instructions.
 
However, no officers or employees may alter their instructions regarding the level of
 
withholding or the purchase
of Company securities in
 
such plans while in
 
the possession of MNPI.
 
Any sale of
 
securities acquired under such
plans is subject to the prohibitions and restrictions of this
 
Policy.
3.4.
 
EMPLOYEES MAY NOT PARTICIPATE
 
IN CHAT ROOMS
 
 
 
 
Employees are
 
prohibited from
 
participating in
 
chat room
 
discussions or other
 
Internet forums
 
regarding the
 
Company’s
securities or business.
3.5.
 
EVERY INDIVIDUAL IS RESPONSIBLE
Every employee has the individual responsibility to comply with
 
the policy against illegal insider trading.
 
An employee may, from time to time, have to forego a proposed transaction in the Company’s securities even if he or she
planned to make the transaction before learning of
 
the MNPI and even though the employee believes
 
that he or she may
suffer an economic loss or forego anticipated profit
 
by waiting.
3.6.
 
THE POLICY CONTINUES TO APPLY FOLLOWING TERMINATION OF EMPLOYMENT
The Policy continues to apply to transactions in the Company’s
 
securities even after termination of employment.
 
If an
 
employee is
 
in possession
 
of MNPI
 
when his
 
or her
 
employment terminates, he
 
or she
 
may not
 
trade in
 
the Company’s
securities until
 
that information
 
has become
 
public or
 
is no
 
longer material,
 
regardless of
 
whether the
 
Company is
 
in an
open or closed trading period.
4.
 
COMPLIANCE OFFICER
 
4.1.
 
INSIDER TRADING COMPLIANCE OFFICER
 
The Company has a designated Insider Trading
 
Compliance Officer (hereinafter referred to as the
 
“Compliance Officer”).
The duties of the Compliance Officer include,
 
but are not limited to, the following:
●
 
Administering the Policy and monitoring and enforcing
 
compliance with all Policy provisions and procedures;
●
 
Responding to all inquiries relating to the Policy and its
 
procedures;
●
 
Designating and
 
announcing special
 
trading blackout
 
periods during
 
which no
 
employees may
 
trade in
 
Company
securities;
●
 
Providing
 
copies
 
of
 
the
 
Policy
 
and
 
other
 
appropriate
 
materials
 
to
 
all
 
current
 
and
 
new
 
directors,
 
officers
 
and
employees, and
 
such other
 
persons as
 
the Compliance
 
Officer determines
 
have access
 
to MNPI
 
concerning the
Company;
●
 
Administering, monitoring and enforcing compliance with
 
federal and state insider trading laws
 
and regulations; and
assisting in the preparation and filing
 
of all required SEC reports relating
 
to trading in Company securities, including
without limitation Forms 3, 4, 5 and 144 and Schedules
 
13D and 13G;
●
 
Pre-clearing all trading in securities of the Company by
 
Section 16 Insiders;
●
 
Providing approval of any Rule 10b5-1 plans;
●
 
Selecting designated brokers through which employees
 
are authorized to trade Company securities;
●
 
Revising the Policy as necessary to reflect changes in federal
 
or state insider trading laws and regulations;
●
 
Maintaining as Company records originals or copies of all documents required by the
 
provisions of the Policy or the
procedures
 
set
 
forth
 
herein,
 
and
 
copies
 
of
 
all
 
required
 
SEC
 
reports
 
relating
 
to
 
insider
 
trading,
 
including
 
without
limitation Forms 3, 4, 5 and 144 and Schedules 13D and 13G;
●
 
Maintaining an accurate list of Section 16 Insiders; and
●
 
Providing a reporting system with an effective whistleblower
 
mechanism.
The Compliance
 
Officer may
 
designate one
 
or more
 
individuals to
 
perform the
 
Compliance Officer’s
 
duties in
 
the event
that the Compliance Officer is unable or unavailable
 
to perform such duties.
 
In fulfilling
 
his or her
 
duties under
 
this Policy,
 
the Compliance
 
Officer shall
 
be authorized
 
to consult
 
with the
 
Company’s
outside legal counsel.
4.2.
 
THE COMPLIANCE OFFICER IS AVAILABLE TO ANSWER QUESTIONS ABOUT THIS POLICY
Please direct
 
all inquiries
 
regarding any
 
of the
 
provisions or
 
procedures of
 
the policy
 
to the
 
Compliance Officer
 
via e-
mail at compliance@lesakatech.com or by calling +27
 
11 343 2000, or
 
in person
.
5.
 
MATERIAL NON-PUBLIC INFORMATION
5.1.
 
DEFINITION OF MATERIAL NON-PUBLIC INFORMATION
●
MATERIAL
Information
 
about
 
the
 
Company
 
is
 
“material”
 
if
 
it
 
would
 
be
 
expected
 
to
 
affect
 
the
 
investment
 
or
 
voting
 
decisions
 
of
 
a
reasonable shareholder or investor,
 
or if the disclosure of the information would be expected to significantly alter the total
mix of the information in the marketplace about the Company.
In simple
 
terms, materiality
 
is a
 
relatively low
 
threshold and
 
material information
 
is any
 
type of
 
information
 
which could
reasonably be
 
expected to
 
affect
 
the market
 
price of
 
the Company’s
 
securities.
 
Both positive
 
and negative
 
information
may be material.
 
While it
 
is not
 
possible to identify
 
all information that
 
would be deemed
 
material, the following
 
types of information
 
ordinarily
would be considered material:
●
 
Financial performance, especially
 
quarterly and
 
year-end earnings, and
 
significant changes in
 
financial performance
or liquidity;
●
 
Company projections and strategic plans;
●
 
Offerings of Company securities;
●
 
Potential mergers or acquisitions, the sale of Company assets
 
or subsidiaries or major partnering agreements;
●
 
New major contracts, orders, suppliers, customers or finance sources
 
or the loss thereof;
●
 
Major discoveries or significant changes or developments
 
in products or product lines, research or technologies;
●
 
Significant changes or developments in supplies or inventory,
 
including significant product defects or recalls;
●
 
Significant pricing changes;
●
 
Significant changes in senior management or membership
 
of the Board of Directors;
●
 
Significant changes in accounting methods or policies;
●
 
Significant labour disputes or negotiations;
●
 
Cybersecurity risks, including vulnerability and breaches, and
 
other institutional risks;
●
 
Actual or threatened major litigation, or the resolution of such
 
litigation; and
●
 
Receipt or denial of regulatory approval for products.
Material information is not limited to historical facts but
 
may also include projections and forecasts.
 
●
NON-PUBLIC
Material information is “non-public”
 
if it has not been widely
 
disseminated to the general public
 
through a report filed with
the SEC or through major newswire services, national news
 
services or financial news services.
 
For the purpose of this
 
Policy, information will be considered public after the close of
 
trading on the second full trading
 
day
following the Company’s widespread public release
 
of the information.
●
CONSULT THE COMPLIANCE OFFICER WHEN IN DOUBT
Any
 
employees
 
who
 
are
 
unsure
 
whether
 
the
 
information
 
that
 
they
 
possess
 
is
 
material
 
or
 
non-public
 
must
 
consult
 
the
Compliance Officer for guidance before trading
 
in any Company securities.
When any securities
 
transaction becomes the
 
subject of legal scrutiny,
 
it may be viewed
 
after the fact with
 
the benefit of
20/20 hindsight.
 
As a
 
result, before
 
engaging in
 
any securities
 
transaction, carefully
 
consider how
 
regulators
 
or others
may view the transaction.
5.2.
 
ONLY
 
DESIGNATED
 
COMPANY
 
SPOKESPERSONS
 
ARE
 
AUTHORIZED
 
TO
 
DISCLOSE
 
MATERIAL
NON-PUBLIC INFORMATION
The Company is required
 
under the federal
 
securities laws to
 
avoid the selective
 
disclosure of MNPI.
 
The Company has
established procedures for releasing material
 
information in a manner that is designed
 
to achieve broad dissemination of
the information immediately upon its release.
 
Employees may not,
 
therefore, disclose
 
material information
 
to anyone
 
outside the Company,
 
including family
 
members
and friends, other than in accordance with those established procedures.
 
Any inquiries from
 
outsiders regarding MNPI about
 
the Company should
 
be forwarded to
 
the Compliance Officer, the Chief
Risk Officer, Chief
 
Executive Officer,
 
or the Group Chief Financial Officer.
 
 
6.
 
PROHIBITED TRANSACTIONS
 
Certain types of transactions are prohibited:
6.1.
 
SHORT SALES
 
Short sales of the Company’s securities evidence an expectation on the part of the seller that the securi
 
ties will decline in
value, and therefore signal to the market that the seller
 
has no confidence in the Company or its short-term
 
prospects.
 
In addition, short sales
 
may reduce the seller’s
 
incentive to improve the
 
Company’s performance. For these reasons, short
sales of the
 
Company’s securities
 
are prohibited by
 
this Policy.
 
In addition, Section
 
16(c) of the
 
Exchange Act expressly
prohibits executive officers and directors from engaging
 
in short sales.
6.2.
 
PUBLICLY TRADED OPTIONS
A transaction in options is, in effect,
 
a bet on the short-term movement of
 
the Company’s stock and therefore
 
creates the
appearance that the director
 
or employee is trading
 
based on inside
 
information. Transactions
 
in options also may
 
focus
the director’s or employee’s attention on short-term performance
 
at the expense of the Company’s long-term
 
objectives.
 
Accordingly, transactio
 
ns in puts, calls or other derivative securities involving
 
the Company’s stock, on an exchange or in
any
 
other
 
organized
 
market,
 
are
 
prohibited
 
by
 
this
 
Policy.
 
(Option
 
positions
 
arising
 
from
 
certain
 
types
 
of
 
hedging
transactions are governed by the section below captioned
 
“Hedging Transactions”)
6.3.
 
HEDGING TRANSACTIONS
Certain
 
forms
 
of
 
hedging
 
or
 
monetization
 
transactions,
 
such
 
as
 
zero-cost
 
collars
 
and
 
forward
 
sale
 
contracts,
 
allow
 
an
employee to
 
lock in
 
much of
 
the value
 
of his
 
or her
 
stock holdings,
 
often in
 
exchange for
 
all or
 
part of
 
the potential
 
for
upside appreciation in the stock.
 
These transactions allow the employee to continue to own the covered securities, but without the full risks and rewards of
ownership.
 
When
 
that
 
occurs,
 
the
 
employee
 
may
 
no
 
longer
 
have
 
the
 
same
 
objectives
 
as
 
the
 
Company’s
 
other
shareholders. Therefore, such transactions involving the Com
 
pany’s securities are prohibited by this
 
Policy.
6.4.
 
MARGIN ACCOUNTS AND PLEDGES
 
Securities held in a margin account
 
may be sold by the broker
 
without the customer’s consent if the
 
customer fails to meet
a
 
margin
 
call.
 
Similarly,
 
securities
 
pledged
 
(or
 
hypothecated)
 
as
 
collateral
 
for
 
a
 
loan
 
may
 
be
 
sold
 
in
 
foreclosure
 
if
 
the
borrower defaults on the loan. Because
 
a margin sale or foreclosure sale
 
may occur at a time when the pledg
 
or is aware
of MNPI
 
or otherwise is
 
not permitted to
 
trade in
 
Company securities, directors,
 
officers and other
 
employees are prohibited
from holding Company securities in a margin account
 
or pledging Company securities as collateral for a loan.
An exception to
 
this prohibition may
 
be granted where
 
a person wishes
 
to pledge Company
 
securities as collateral
 
for a
loan (not
 
including margin
 
debt) and
 
clearly demonstrates
 
the financial
 
capacity
 
to repay
 
the loan
 
without resort
 
to the
pledged securities. Any person wishing to
 
enter into such an arrangement
 
must first receive pre-approval for
 
the proposed
transaction from the Compliance Officer in accordance
 
with the pre-approval procedures set forth in
Appendix A.
 
 
 
 
7.
 
TRADING ACTIVITIES BY EMPLOYEES
 
7.1.
 
TRADING
 
ACTIVITIES
 
BY
 
EMPLOYEES
 
ARE
 
PERMITTED
 
ONLY
 
DURING
 
CERTAIN
 
TRADING
WINDOWS
 
In order to avoid any questions and
 
to protect both employees and
 
the Company from any potential
 
liability, any
 
trade by
any employee will
 
be permitted
 
only during
 
an “
open
trading window
.”
 
The trading window
 
generally opens
48 hours
following the public issuance of the Company’s earnings release for the most recent fiscal quarter and closes at the close
of trading
 
on the
 
last day
 
of the
 
last month
 
of a
 
fiscal quarter.
 
The Company's
 
Compliance Officer
 
will communicate
 
to
employees and the Board of Directors the relevant open
 
and closed trading periods.
 
In addition to the times when the trading window
 
is scheduled to be closed, the Company may impose
 
a special blackout
period at its
 
discretion due to
 
the existence of
 
MNPI, such as
 
a pending acquisition, that
 
is likely to
 
be widely known
 
among
employees.
 
The
 
Company’s
 
Compliance
 
Officer
 
will
 
advise
 
employees
 
when
 
any
 
special
 
blackout
 
period
 
is
 
applicable.
 
The
Compliance
 
Officer
 
will
 
impose
 
such
 
a
 
blackout
 
period
 
if,
 
in
 
his/her
 
judgment,
 
there
 
exists
 
non-public
 
information
 
that
would make
 
trades by
 
the Company’s
 
employees (or
 
certain of
 
the Company’s
 
employees) inappropriate
 
in light
 
of the
risk that such trades could be viewed as violating applicable securities
 
laws.
Even
 
when
 
a
 
trading
 
window
 
is
 
open,
 
employees
 
are
 
prohibited
 
from
 
trading
 
in
 
the
 
Company’s
 
securities
 
while
 
in
possession of MNPI.
An employee or
 
former employee, other than
 
a current or
 
former Section 16 Insider
 
of the Company, may submit a
 
request
to the Compliance Officer
 
to transact outside
 
of an open trading
 
window, subject
 
to the determination of
 
the Compliance
Officer
 
that,
 
based
 
on
 
the
 
individual’s
 
knowledge,
 
position,
 
responsibilities,
 
or
 
actual
 
or
 
potential
 
access
 
to
 
material
information, such
 
individual is
 
permitted to
 
trade notwithstanding
 
the restrictions
 
set forth
 
in this
 
Section 7.1.
 
To
 
obtain
such determination,
 
the employee
 
or former
 
employee, as
 
applicable, must
 
submit a
 
written request
 
to the
 
Compliance
Officer, confirming
 
that the employee or former
 
employee, as applicable, is
 
not in possession of MNPI
 
and providing any
additional information
 
reasonably requested
 
by the
 
Compliance Officer.
 
The Compliance
 
Officer will
 
review the
 
request
and may
 
approve or
 
deny trading
 
by the
 
employee or
 
former employee
 
during the
 
period prior
 
to the
 
next open
 
trading
window.
8.
 
VIOLATIONS OF THE POLICY
 
8.1.
 
VIOLATIONS
 
OF
 
INSIDER
 
TRADING
 
LAWS
 
OR
 
THE
 
POLICY
 
CAN
 
RESULT
 
IN
 
SEVERE
CONSEQUENCES
●
CIVIL AND CRIMINAL PENALTIES
The consequences of prohibited insider trading or tipping can be severe.
 
Persons violating insider trading or tipping rules
may be
 
required to
 
disgorge the
 
profit made
 
or the
 
loss avoided
 
by the
 
trading, pay
 
civil penalties
 
up to
 
three times
 
the
profit made, or loss
 
avoided, face private action
 
for damages, as well
 
as being subject to
 
criminal penalties, including
 
up
to 20 years in prison and fines of up to $5 million.
 
The Company and/ or the supervisors
 
of the person violating the rules
 
may also be required to pay
 
major civil or criminal
penalties.
In addition, a person
 
who tips others may
 
also be liable
 
for transactions by the
 
tippees to whom
 
he or she has
 
disclosed
MNPI.
 
Tippers
 
can
 
be
 
subject
 
to
 
the
 
same
 
penalties
 
and
 
sanctions
 
as
 
the
 
tippees,
 
and
 
the
 
SEC
 
has
 
imposed
 
large
penalties even when the tipper did not profit from the transaction.
●
COMPANY DISCIPLINE
Violation of the Policy or federal or state insider trading
 
laws by any director, officer
 
or employee may subject the director
to removal proceedings and
 
the officer or employee
 
to disciplinary action by
 
the Company, including termination for cause.
●
REPORTING VIOLATIONS
Any person who
 
violates the Policy
 
or any federal
 
or state laws
 
governing insider
 
trading or knows
 
of any such
 
violation
by any
 
other person,
 
must report
 
the violation
 
immediately to
 
the Compliance
 
Officer and/or
 
the Audit Committee
 
of the
Company’s Board of Directors.
 
 
 
 
 
Upon learning of any such violation, the Compliance Officer or Audit Committee, in consultation with the Company’s legal
counsel,
 
will
 
determine
 
whether
 
the
 
Company
 
should
 
release
 
any
 
MNPI
 
or
 
whether
 
the
 
Company
 
should
 
report
 
the
violation to the SEC or other appropriate governmental
 
authority.
9.
 
REVISION AND ACKNOWLEDGEMENT OF THE POLICY
9.1.
 
THE POLICY IS SUBJECT TO REVISION
 
The Company may change the terms of the Policy from time to time to respond
 
to developments in law and practice. The
Company will take reasonable steps to inform all affected
 
persons of any material change to the Policy.
The Audit Committee will be responsible for monitoring and recommending any
 
modification to the Policy, if
 
necessary or
advisable, to the Board of Directors.
9.2.
 
ALL EMPLOYEES MUST ACKNOWLEDGE
 
THEIR AGREEMENT TO COMPLY WITH THE POLICY
 
The Policy
 
will be
 
delivered to
 
all employees
 
upon its
 
adoption by
 
the Company,
 
and to
 
all other
 
new employees
 
at the
start of their employment or relationship with the Company. Upon first receiving a copy of the Policy employees
 
must sign
an acknowledgment that he or she
 
has received a copy and agrees
 
to comply with the Policy’s
 
terms. All revisions to the
Policy will be communicated to the employees and this
 
communication will be deemed acceptance of the same.
 
This acknowledgment
 
and
 
agreement
 
will constitute
 
consent for
 
the Company
 
to
 
impose
 
sanctions
 
for violation
 
of this
Policy and to
 
issue any
 
necessary stop-transfer
 
orders to
 
the Company’s
 
transfer agent
 
to enforce
 
compliance with
 
this
Policy.
9.3.
 
INQUIRIES
If you have any questions regarding any
 
of the provisions of this Policy, please contact the Compliance Officer via e-email
at compliance@lesaktech.com or by calling +27 11
 
343 2000,.
10.
 
POLICY REVIEW
 
The
 
Audit
 
Committee
 
of
 
the
 
Company
 
will
 
periodically
 
(preferably
 
annually)
 
review
 
the
 
Policy
 
and
 
may
 
recommend
changes from time to time for the consideration of the
 
Board.
 
Any proposed changes to this Policy where indicated, shall be referred
 
to the Board for appropriate action.
BOARD APPROVAL
 
RECEIVED: SEPTEMBER 2025
 
 
 
11.
 
APPENDIX
 
A
 
–
 
SPECIAL
 
RESTRICTION
 
ON
 
TRANSACTIONS
 
IN
 
COMPANY
 
SECURITIES
 
BY
SECTION 16 INSIDERS
 
PRE-CLEARANCE OF TRADES BY SECTION
 
16 INSIDERS
All
 
purchases,
 
sales
 
and
 
trades
 
of
 
equity
 
securities
 
of
 
the
 
Company
 
by
 
Section
 
16
 
Insiders,
 
other
 
than
 
transactions
pursuant to a Rule 10b5-1 trading plan approved by Compliance
 
Officer,
 
must be pre-cleared by the Compliance Officer.
 
The intent of
 
this requirement
 
is to prevent
 
inadvertent violations of
 
the Policy,
 
avoid trades involving
 
the appearance of
improper insider trading, facilitate
 
timely Form 4 reporting
 
and avoid transactions
 
that are subject to disgorgement
 
under
Section 16(b) of the Exchange Act.
Requests for
 
pre-clearance
 
must be
 
submitted
 
to the
 
Compliance Officer
 
at least
 
two (2)
 
business
 
days
 
in advance
 
of
each proposed
 
transaction.
 
All requests
 
should be
 
made in
 
writing and
 
sent to
 
the Compliance
 
Officer
 
via email.
 
If the
Section 16 Insider
 
submits the request
 
by email and
 
does not receive
 
a response from
 
the Compliance Officer
 
within 24
hours, the Section 16 Insider will be responsible for following
 
up to ensure that the message was received.
A request for pre-clearance should provide the following information:
●
 
The nature of proposed transaction and the expected
 
date of the transaction;
●
 
Number of shares involved;
●
 
If the transaction involves a stock option exercise, the
 
specific option to be exercised; and
●
 
Contact information for the broker who will execute the transaction.
Once the proposed transaction is pre-cleared, the
 
Section 16 Insider may proceed with
 
it on the approved terms, provided
that he or she complies with all other securities law requirements, such as Rule 144 and prohibitions regarding trading on
the basis of inside information,
 
and with any special trading
 
blackout imposed by the Company
 
prior to the completion
 
of
the trade.
 
The Section 16 Insider and his or her broker will be responsible for immediately reporting the results of the transaction as
further described below. In
 
addition, pre-clearance is required for the establishment of
 
a Rule 10b5-1 trading plan.
 
However,
 
pre-clearance
 
will not
 
be required
 
for individual
 
transactions
 
effected
 
pursuant to
 
a Rule
 
10b5-1
 
trading plan
that specifies or
 
establishes a formula
 
for determining the
 
dates, prices and
 
amounts of planned
 
trades once the
 
applicable
cooling-off
 
period
 
has
 
expired.
 
No
 
trades
 
may
 
be
 
made
 
under
 
an
 
approved
 
10b5-1
 
trading
 
plan
 
until
 
expiration
 
of
 
the
applicable
 
cooling-off
 
period.
 
Of
 
course,
 
the
 
results
 
of
 
transactions
 
effected
 
under
 
a
 
trading
 
plan
 
must
 
be
 
reported
immediately to the Company since they will be reportable
 
on Form 4 within two (2) business days following the
 
execution
of the trade, subject to an extension of not more than two (2) additional business days where the Section 16 Insider is not
immediately aware of the execution of the trade.
Notwithstanding the foregoing, any transactions
 
by the Compliance Officer
 
shall be subject to pre-clearance
 
by the Chief
Executive Officer or,
 
in the event of his unavailability,
 
the Chief Financial Officer.
DESIGNATED BROKERS
Each market transaction
 
in the Company’s
 
stock by
 
a Section 16
 
Insider,
 
or any person
 
whose trades
 
must be reported
by that
 
Section 16
 
Insider on
 
Form 4
 
(such as
 
a member
 
of the
 
Section 16
 
Insider’s immediate
 
family who
 
lives in
 
the
Section 16 Insider’s household), must be executed by a broker designated by the Company unless the Section 16 Insider
has received authorization from the Compliance Officer
 
to use a different broker.
A Section
 
16 Insider
 
and
 
any broker
 
that
 
handles the
 
Section 16
 
Insider’s transactions
 
in the
 
Company’s
 
stock
 
will be
required to enter into an agreement whereby:
●
 
The
 
Section
 
16
 
Insider
 
authorizes
 
the
 
broker
 
to
 
immediately
 
report
 
directly
 
to
 
the
 
Company
 
the
 
details
 
of
 
all
transactions
 
in
 
Company
 
equity
 
securities
 
executed
 
by
 
the
 
broker
 
in
 
the
 
Section
 
16
 
Insider’s
 
account
 
and
 
the
accounts of all others designated by the Section 16 Insider whose transactions may
 
be attributed to the Section 16
Insider;
●
 
The
 
broker
 
agrees
 
not
 
to
 
execute
 
any
 
transaction
 
for
 
the
 
Section
 
16
 
Insider
 
or any
 
of
 
the
 
foregoing
 
designated
persons (other than under a pre-approved Rule 10b5-1 trading plan) until the broker has verified with the Company
that the transaction has been pre-cleared; and
●
 
The broker agrees
 
to immediately report
 
the transaction
 
details (including
 
transactions under
 
Rule 10b5-1
 
trading
plans) directly to the Company and to the Section 16 Insider
 
by telephone and in writing (by email).
Should a
 
Section 16
 
Insider wish
 
to use
 
a broker
 
other than
 
one of
 
the Company’s
 
designated brokers,
 
the Section
 
16
Insider should submit a request to use that broker to the
 
Compliance Officer.
REPORTING OF TRANSACTIONS
Under Section 16 of
 
the Exchange Act, most
 
trades by Section
 
16 Insiders are subject
 
to reporting on Form
 
4 within two
(2) business days following the trade date
 
(which in the case of an open
 
market trade is the date when the
 
broker places
the buy or sell order, not the
 
date when the trade is settled).
 
To
 
facilitate timely reporting
 
under Section 16
 
of the Exchange
 
Act of Insider transactions
 
in Company stock,
 
Section 16
Insiders are required to:
●
 
report the
 
details of
 
each transaction
 
immediately after
 
it is
 
executed (on
 
the same
 
day as
 
the trade
 
date, or
 
with
respect to transactions effected under
 
a Rule 10b5-1 plan,
 
on the date
 
the Section 16 Insider
 
is advised of
 
the terms
of the transaction); and
 
●
 
arrange with persons whose trades must
 
be reported by the Section
 
16 Insider (such as immediate family
 
members
living in
 
the Section
 
16 Insider’s
 
household) to
 
immediately report
 
directly to
 
the Company
 
and to
 
the Section
 
16
Insider the details of any transactions they have in the Company’s
 
stock.
Transaction details to be reported include:
●
 
Transaction date (trade date);
●
 
Number of shares involved;
●
 
Price per share at which the transaction
 
was executed (before addition or deduction
 
of brokerage commission and
other transaction fees);
●
 
If the transaction was a stock option exercise, the specific
 
option exercised; and
 
●
 
Contact information for the broker who executed the transaction.
The transaction details must be reported
 
to the Compliance Officer or
 
designee, with copies to the Company
 
personnel
who will assist the Section 16 Insider in preparing his or her Form
 
4.
INDIVIDUAL ACCOUNT PLAN BLACKOUT
 
PERIODS
Certain trading
 
restrictions
 
apply during
 
a blackout
 
period
 
applicable to
 
any Company
 
individual account
 
plan in
 
which
participants may hold Company stock.
 
For the purpose of such
 
restrictions, a “blackout period” is a
 
period in which the plan
 
participants are temporarily restricted
from
 
making
 
trades
 
in
 
Company
 
stock.
 
During
 
any
 
blackout
 
period,
 
Section
 
16
 
Insiders
 
are
 
prohibited
 
from
 
trading
 
in
shares of
 
the Company’s
 
stock that
 
were acquired
 
in connection
 
with such
 
director’s
 
or officer's
 
service or
 
employment
with the Company.
 
Such trading restriction is required by law, and no hardship exemptions are available. The Company will notify Section 16
Insiders in the event of any blackout period.