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Q: What is a Debenture?

A. A debenture is a document evidencing an indebtedness arising from a loan to a company and bearing interest at a fixed percentage rate. Debentures are frequently termed 'loan. capital', in contrast to 'share capital', although they are not strictly speaking capital. Debentures differ from shares in that . shareholders are members (or owners) of the company, while debenture holders are creditors. Debentures can be issued for differing nominal amounts at differing interest rates. Those issued by Edwafin are in denominations of R1 000 each, bear interest at the rate of 15% per annum and are for a fixed period of 63 months. At the en.d of the 63 month period, the nominal value of the debenture IS repaid to the debenture holder, who has received interest monthly on the loan during the 63 month period. As the Edwafin debentures are being offered to the public, the Companies Act 1973 provides that they have to be offered in terms of a Prospectus which is registered with the Registrar of Companies in Pretoria (Cl PRO).

We are obliged to pay the interest rate stated in the Prospectus to the debenture holder for the full term of the debenture. In the event of the company being unable to pay the interest, the principal amount of the debentures becomes due and payable, together with any outstanding interest, within 30 days. (Prospectus: Clause 12.2) We are audited once a year and our financial statements are available to the debenture holders, upon request.

Q: Who are we registered with, and how are we regulated?
A: We are registered in terms of The Companies Act, 1973, as amended, and regulated by the Companies and Intellectual Property Registration Office (Cl PRO), which operates under the auspices of The Department of Trade and Industry .(DTI), which has a regulatory body monitoring business practice. Together with our legal advisors, and in consultation with the relevant regulatory bodies, it is established that we are not Financial Services Providers (FSP), nor financial advisors, intermediaries, nor a Collective Investment Scheme (CIS) and therefore do not fall under the ambit of the Financial and Intermediary Services Act (FAIS). We are in fact prohibited from offering financial advice, or marketing financial services products, and hold no agreements or contracts in this regard. We do not market debentures through intermediaries, brokers or financial service providers (FSPs) as this would violate the FAIS Act. Our debentures sales force is employed by Edwafin Investment Holdings Limited, and is mandated to only negotiate Edwafin Investment Holdings Limited debentures on our behalf, strictly in terms of our Prospectus. We do, however, voluntarily subscribe to FICA (Financial Intelligence Centre Act). In 2003 the Financial Services Board (FSB) conducted an investigation into the activities of the Edwafin Group and confirmed our compliance with the above. The debentures are issued within the prescriptions of the Commercial Paper Regulations to the Banks Act. In particular they are issued for a period of 63 months, hence within the provisions of paragraph 3(1 )(c) of the Commercial 'paper Regulations. In order to confirm that we fully comply With the Commercial Paper Regulations of the Banks Act, the South African Reserve Bank's Bank Supervision Department conducted a five-month forensic investigation into Edwafin's activities. Q: What happens if I die before the Debenture term is

Q: How long has the Company been in existence?


A: Edwafin Investment Holdings Limited is an unlisted public company and was registered on 29 October 2003.

Q: What is the projected number of Debenture Holders and what is the projected total value of the Debentures?
A: It is anticipated that Edwafin Investment HOldings Limited will have about 1 000 debenture holders, with a total value of approximately R100 million.

--------------.,--Q: What is the core business of Edwafin Investment Holdings

A: Edwafin operates through the Ruwenzori Investment Trust, which specialises in joint ventures (JVs). Existing joint venture projects encompass property development~ the entertain.ment industry, the meat I poultry industry, the paint and adhesives industry, the medical field and various manufacturing businesses. The Trust also owns an information technology (IT) company and a corporate gifts and promotions company.

Q: Do we carry fidelity liability insurance?
A: We confirm that Edwafin Investment Holdings Limited carries fidelity liability insurance cover. The policy is paid annually in advance and is available for inspection and perusal at our offices, upon request.

A: Upon death of the debenture holder, before the end of the debenture's fixed period, the debenture is transferred to the debenture holder's named successor for the duration of the debenture period. The successor therefore becomes the owner of the debenture and continues to receive the benefits thereof. Failing a successor being named it is treated as a deferred asset in the Estate and is payable to the deceased estate at the end of the 63 month period.

Q: Is our interest rate fixed and how do we achieve it?
A: We achieve our interest rate by running our wholly owned companies profitably and investing in carefully resea~ched and profitable joint ventures in which we hold the majority shares.