SETTLEMENT AGREEMENT

entered into between:

TRANSNET SOC LTD

and

REGIMENTS CAPITAL (PTY) LTD

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 WHEREAS Transnet has instituted action against Regiments in the High Court of South Africa,

Gauteng Local Division, Johannesburg, under case numbers 44359/2018, and 41666/2018, for

payment of varying amounts of R166 million and R79 million.

AND WHEREAS the parties have negotiated a settlement in relation to payments made to

Regiments for work done for the COB Loan Mandate and the Locomotive Acquisition Mandate.

AND WHEREAS the parties have settled the dispute between themselves and out of Court.

AND WHEREAS the claims against Regiments are settled for less than the full amounts claimed by

Transnet.

AND WHEREAS the parties desire to record in writing the terms of settlement.

IT IS AGREED AS FOLLOWS:

1. INTERPRETATION AND PRELIMINARY

1.1 The headings of the clauses in this Agreement are for the purpose of convenience and
reference only and shall not be used in the interpretation of nor modify nor amplify the
terms of this Agreement or any clause hereof. In this Agreement, unless a contrary
intention clearly appears -

1.1.1 words importing -

1. 1.1.1 any one gender include the other gender;

1.1.1.2 the singular includes the plural and vice versa; and

1.1.1.3 natural persons include created entities (corporate or non-

incorporate) and vice versa;

1 .2 the following tenms shall have the meanings assigned to them hereunder and cognate
expressions shall have corresponding meanings, namely:

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a -r
 1.2.1 "the Actions" means the 2 (two) actions instituted by Transnet in the High
Court of South Africa, Gauteng Local Division, Johannesburg under case
numbers 44359/2018and 41666/2018 against Regiments and various others.

1.2.2 "Affiliate" means with respect to any entity, any other entity which -

1.2.2.1 is a subsidiary or a holding company or a subsidiary of the holding

company of such entity and in regard to which the terms
"subsidiary" and "holding company" shall have the meaning
assigned thereto in Section 1 of the Companies Act 71 of 2008, as
may be amended from time to time, provided that they shall also
include any foreign entity which, had it been registered in terms of
that Act, would fall within the ambit of such term; and/or

1.2.2.2 controls, is controlled by or is under common control with such entity

and in regard to which the term "control" shall include control of
any entity through any voting pool or other arrangement, the right to
the exercise of voting rights, directly or indirectly, resulting in
effective control of any entity and/or control of its management,
and/or the right to appoint the majority of the members of the board
of directors of any entity;

1.3 "this Agreement" means this written document;

1.4 "COB Loan Mandate" means funding procured from China Development Bank for
Transnet SOC Ltd;

1.5 "Locomotive Acquisition Mandate" means Transnet's procurement of the 1064

locomotives for its General Freight Business;

1.6 "Regiments" means Regiments Capital (Ply) Ltd, a private company with registration
number 2004/023761/07, its present or former shareholders or directors, any of
Regiments' Affiliates and any of the said entities' present or former shareholders or
directors;

1.7 "Transnet" means Transnet SOC Ltd, a state-owned company established under the
Legal Succession to the South African Transport Services Act, No. 9 of 1989, with
registration number 1990/000900/30;
 1.8 any reference to an enactment is to that enactment as at the date of signature hereof
and as amended or re-enacted from time-to-time;

1.9 if any provision in a definition is a substantive provision conferring rights or imposing

obligations on any Party, notwithstanding that ii is only in the definition clause, effect
shall be given to it as if it were a substantive provision in the body of this Agreement;

1.10 subject to clauses 1.1111, 1.12, and 1.13, defined terms appearing in this Agreement
in title case shall be given their meaning as defined, whilst the same terms appearing
in lower case shall be interpreted in accordance with their plain English meaning;

1.11 reference to "days" shall be construed as calendar days unless qualified by the word
"business", in which instance a "business day" shall be any day other than a
Saturday, Sunday or public holiday in the Republic of South Africa. Any reference to
"business hours" shall be construed as being the hours between 08:00 and 17:00 on
any business day. Any reference to "time" shall be based upon South African
standard time, being Greenwich Meantime plus two hours;

1.12 the contra proferentum rule shall not apply and accordingly, no provisions herein shall
be construed against or interpreted to the disadvantage of a Party by reason of such
Party having or being deemed to have structured, drafted or introduced such provision;

1.13 the words "include" and "including" means "include without limitation" and
"including without limitation". The use of the words "include" and "including"
followed by a specific example or examples shall not be construed as limiting the
meaning of the general wording preceding it.

2. SETTLEMENT

2.1 Regiments Capital (Pty) Ltd tenders and Transnet accepts the sum of
R 180,000,000.00 (one hundred and eighty million rand) ("the Settlement Amount")
in full and final settlement of any claim against Regiments relating to:

2.1.1 the Locomotive Acquisition Mandate;

2.1.2 the COB Loan Mandate; and

2.1.3 the causes of action on which the Actions are based and any services
rendered, including but not limited to advisory services rendered in the course

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 of or pursuant to the Locomotive Acquisition in respect of funding and de­
risking (through bonds, swaps, hedging or otherwise) of the said project and
or any payments made pursuant thereto, including service fees.

2.2 Without derogating from aforementioned or in way limiting the extent of the settlement
as recorded herein, the settlement amount shall be apportioned as follows:

2.2.1 R40 000 000, 00 (forty million) in full and final settlement of the claim relating
to the Locomotives Acquisition Mandate instituted under case number
44359/18; and

2.2.2 R140 000 000, 00 (hundred and forty million) in full and final settlement of the
claim relating to the CDB Loan Mandate instituted under case number
41666/18.

3. PAYMENT

3.1 The Settlement Amount shall be paid by or on behalf of Regiments Capital (Pty) Ltd
within 12 (twelve) months of Signature Date.

3.2 The Settlement Amount shall be paid into the following account:

Account Holder Name: Mncedisi Ndlovu and Sedumedi Attorneys

Bank Name: Standard Bank
Branch Code: 007205
Account Number: 200281518
Reference: Regiments Settlement

4. DISCONTINUATION OF ACTIONS

Transnet hereby abandons the actions against Regiments and agrees not to pursue it further
against Regiments, with each party to pay its own costs.

5. GENERAL

5.1 This Agreement is concluded for the benefit of all of the entities and persons included
in the definition of "Regiments".

5.2 The offer and payment of the Settlement Amount is made without any admission of
liability on the part of Regiments.
4J
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 5.3 This Agreement constitutes the entire agreement between the Parties and no alteration
hereof, addition hereto or consensual cancellation hereof shall be of any force or effect
unless reduced to writing and signed by the Parties or its duly authorized
representatives.

5.4 Each party undertakes, represents and warrants as at signature date that it has the
requisite power and authority to enter into this agreement.

5.5 No representations, warranties, undertakings or promises of whatsoever nature have

been made by the Parties, its employees or agents, other than those herein contained.

5.6 Either party may, at any stage apply to the above Honourable Court for this agreement
to be made an order of Court.

5. 7 This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
Agreement, as the case may be, as at the date of signature of the party last signing
one of the counterparts. The Parties undertake to take whatever steps may be
necessary to ensure that each counterpart is duly signed by each of them without
delay.

Signed at _M_i/>R.Af
__'--- p -- on this the�ay of September 2019 in the presence of
the undersigned witnesses:

Witnesses:
1.

2.

Full name: A,, � "':_"c.\; ;,_ <>k,-\,\__. .f\.,_,tw0° IJ4=,:; .. ll:!) l'4. I\JJPMl!'I) I
\k.:,,,-.. \o-r-,d:J"'<:s{ for and on behalf of Transnet SOC Ltd, duly
authorised)

JJ
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 ,.-- oe,..(i,t>~
Signed at - ! ~ A l ~ ~ on this the 1-"' day of Septe;; ,15er 2019 in the presence of
the undersigned witnesses:

'

Witnesses:
1.

Fo and on behalf of Regiments Capital (Ply)

Ltd, duly authorised)

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