VOLUNTARY RETRENCHMENT AND SEVERANCE AGREEMENT

entered into between

TENCENT AFRICA SERVICES PTY LTD

(Registration no: 2015/445517/07)
(Company)

and

ALÉZ ODENDAAL
(Identity No: 910114 0110 088)
(“Employee”)
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1. INTERPRETATION AND PRELIMINARY

1.1 The headings of the clauses in this Agreement are for the purpose of convenience and refer-
ence only and shall not be used in the interpretation of, nor modify nor amplify the terms of
this Agreement nor any clause hereof.

1.2 Unless a contrary intention clearly appears, words importing –

1.2.1 any one gender includes the other genders;

1.2.2 the singular includes the plural and vice versa; and
1.2.3 natural persons include created entities (corporate or unincorporated) and the
State and vice versa.

1.3 The following terms shall have the meanings assigned to them hereunder –

1.3.1 “Agreement” - this voluntary retrenchment and severance agreement;

1.3.2 “Confidential Information” - defined to include, without limitation, any information

(whether or not in a written or permanent form and specifically including all digital
forms and formats) relating or belonging to the Company, its customers, agents or
suppliers, subscribers, and all persons who provide services to it, or procure ser-
vices from it, whether for value or for free, which is confidential to the Company or
in respect of which there is an obligation of confidence to a third party, including
without limitation information concerning the Company’s trade secrets, sales,
sales volume, sales methods, sales proposals, identity of customers, amount or
kind of customers’ purchases, knowledge of customers’ specifications and require-
ments, business plans, customers’ pricing policies, sources of supply and material
specifications, business plans, computer programmes, system documentation,
special hardware, product hardware, related software development, all code (in-
cluding source code and object code), manuals, formulations, processes, meth-
ods, equipment, compositions, ideas, improvements, inventions, information about
the Company’s employees or officers, or such other information provided or ob-
tained by the Employee in the course of his employment, or expressly stated to be
confidential or which, having regard to the nature of the information, the Employee
might reasonably know or expect the Company to regard as secret or confidential;

1.3.3 “Parties” means the parties to the Agreement;

1.3.4 "Shares" means Share Appreciation Rights as defined in the Scheme Rules;

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1.3.5 “Termination Date” means 15 August 2020; and

1.3.6 "Scheme Rules" means the rules of the Share Appreciation Right Scheme.

1.4 Any reference in this Agreement to “date of signature hereof” shall be read as meaning a
reference to the date of the last signature of this Agreement.

2. RECORDAL

2.1 The Employee is employed by the Company in the position of Public Relations Officer.

2.2 The Company has invited employees to apply for Voluntary Severance Packages due to app
user targets not being met and reduced revenue opportunities for the Company as a result of
the COVID-19 economic downturn. The Employee elected to apply for a Voluntary Severance
Package.

2.3 In line with the terms and conditions of the application for a Voluntary Severance Package,
the parties now enter into this Agreement to record all aspects of the termination of the
Employees employment contact and related matters.

2.4 The Employee accordingly waives all of his rights contained in the LRA (including specifically
those contained in sections 189 and 189A of the LRA and the Code of Good Practice on
Dismissals) and all relating to substance and process in this matter, and/or to continue to
participate in any consultation process and be afforded the rights set out in the LRA and/or at
common law, prior to the Employee's possible dismissal on account of the Company's
operational requirements.

2.5 The Company and the Employee are entering into this Agreement further to settle any claims
that the Employee may have against the Company and/or its subsidiaries arising out of the
Employee's employment, the Contract of Employment, the work relationship and/or its
termination.

3. VOLUNTARY RETRENCHMENT

3.1 The Employee’s employment with the Company and the Contract of Employment will
terminate on the Termination Date which has been agreed. The Company shall however be
entitled to waive its right to the Employee’s services from a date prior to Termination Date,
provided this Agreement has been concluded and all hand-over duties in terms of clause 5,
have been duly completed.

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3.2 The Employee confirms that no undue influence has been brought to bear upon him by the
Company and that he is entering into this Agreement of his own free will, and at his request,
as set out in clause 2.2.

4. NOTICE PERIOD

The Employee will be required to serve his contractual notice period up until the Termination
Date. The Employee’s last day of work will be on the Termination Date. The Employee hereby
waives any rights, claims or entitlements he might or could have had to notice at common law or
in terms of the Basic Conditions of Employment Act, 75 0f 1997 (“BCEA”).

5. HANDOVER AND TRANSITIONAL PHASE

5.1 As part of the engagements between the Employer and Employee an agreement has been
reached that the Employee will ensure that handover of any required work takes place and/or
that he will assist the team with the transition from the current to any new structure where
required.

5.2 The handover and/or transitional period will commence immediately and terminate on the
Termination Date.

5.3 In this time period the Employee will perform duties associated to the role of Public Relations
Officer.

6. PAYMENTS BY THE COMPANY

6.1 The Employee will be paid his ordinary remuneration, including medical aid allowance and all
contractual and statutory payments and deductions for the month of July 2020.

6.2 Voluntary Retrenchment and Severance Package

Subject to 7.1 and as calculated in Annexure 1 hereto, the Employee will be paid a gross
voluntary retrenchment and severance package including notice and termination pay, before
tax, of a total amount of R158 920 (one hundred and fifty eight thousand nine hundred and
twenty Rand) which is made up as follows (“the Total Amount”):

6.2.1 an amount of R20 000 (TCTC) including medical aid allowance and all contractual
and statutory payments being the Employee’s ordinary remuneration for the month
of August 2020;

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6.2.2 a lump sum amount of R120 000 which is equal to 3 months’ salary (excluding
benefits/allowances); and

6.2.3 an amount of R18 920 being the Employee’s leave payout for accrued leave that
the Employee has not taken up until the Termination Date.

6.3 The Employee’s medical aid allowance will be paid as per normal for the month of July and
August 2020 whereafter no further medical aid payments will be made by the Company (ie as
of end August 2020).

6.4 As from 1 September 2020, the Employee will need to move onto his own pension fund and
risk benefits scheme as per the scheme rules of the Sanlam Company Pension Fund.

6.5 The Employee acknowledges that, other than as expressly provided for in this Agreement,
there are no contractual or statutory amounts or other payments due to and/or owing to the
Employee or that will become due and/or owing to him from the Company.

6.6 The Company shall provide the Employee with a reference letter within 14 (fourteen) days
from the date of signature of this Agreement.

6.7 In the event that the Employee breaches a term of this Agreement, he agrees to reimburse
the Company the lump sum paid to him in terms of clause 6.2.2 above, excluding any accrued
leave pay and notice pay payable under his Contract of Employment. This shall not be
deemed as the only remedy available to the Company for any breach of this Agreement but
shall be in addition to all other remedies available in law.

7. METHOD AND DATE OF PAYMENT

7.1 The Company will pay the Employee the Total Amount under clause 6.2 via the Company’s
payroll run of 25 August 2020. Payments shall be made into the same bank account utlised
for payment of the Employee’s salary.

7.2 The Company undertakes to provide the Employee with his IRP5 form for the applicable
period. The onus lies on the Employee to contact HR by emailing samantha@tencent.co.za
and request this information.

7.3 The Company will apply to SARS for a tax directive referred to in paragraph 8.1 below within
7 (seven) days of the Termination Date.

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8. INCOME TAX LIABILITY

8.1 All payments made by the Company to the Employee in terms of this Agreement will be paid
to the Employee less such deductions in respect of income tax as the Company may be
obliged by law to make, including any tax directive from SARS and the Employee hereby
irrevocably authorises the Company to make such deductions as may be due from the
payments due to him in terms of this Agreement.

8.2 The Parties record that, to the extent that there may be liability for any tax imposed or other
payment or charge arising from any payment that the Employee may receive in terms of this
Agreement and/or the termination of his employment relationship, and without accepting that
such liability does exist, the Employee will be solely liable for such tax, payment and/or
charge. The Employee shall provide whatever assistance may be reasonably required by the
Company in applying for a tax directive.

9. SHARE APPRECIATION RIGHTS (SARs) AND/OR SHARE OPTIONS (SOs) AND/OR RE-
STRICTED STOCK UNITS (RSUs)

9.1 On the Termination Date, the Employee’s vested Company shares (if any) will become avail-
able to exercise in accordance with all relevant Scheme Rules.

9.2 The Employee must ensure that he communicates with the Share-based Incentive Scheme
Administration office by contacting Sanet du Preez, Tel: +27(11) 289 3037;
shares@naspers.com in order to confirm his share entitlement and value.

10. RETURN OF ASSETS

10.1 The Employee shall return all and any Company property in his possession by no later than
14 August 2020. This includes, but is not limited to, any access card, laptop, equipment, doc-
uments or keys in the Employee’s possession.

10.2 The Employee warrants and undertakes that he has not made and will not make or retain
copies of any of the Company’s (or it affiliate entities) any documents, computer content, or
other media containing confidential and proprietary information in any form whatsoever.

10.3 The Employee confirms that he is bound by his post termination of employment terms and
obligations, including but not limited to those in respect of confidentiality and non-disclosure
as contained in his contract of employment with the Company.

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11. CONDITIONS OF SETTLEMENT

11.1 This Agreement is in full and final settlement of any and all claims of whatsoever nature, that
the Employee, his heirs, administrators, executors or assigns may have against the Company,
its/their directors, officers and employees and/or its subsidiaries in contract, delict, common
law, statute or otherwise, including, but not limited to, any claim that the Employee may have
arising out of his employment with the Company or the termination thereof, whether in respect
of damages, compensation, unfair dismissal, re-instatement and/or re-employment.

11.2 The Employee specifically undertakes and agrees that he has no claim, action, or right of
action against the Company and/or its subsidiaries for reinstatement, re-employment, remu-
neration, salary, notice pay, unfair dismissal, severance pay, or for any amount or remedy for
having been subjected to an unfair labour practice, or for any other amount or remedy what-
soever, howsoever arising, other than what is contained in this Agreement.

11.3 In particular, but without derogating from the generality of the aforegoing:

11.3.1 the Employee shall have no claim arising from any alleged breach of the employ-
ment contract and/or any employment legislation, including but not limited to, the
Labour Relations Act, 1995 as amended, the Basic Conditions of Employment Act,
1997 as amended, and the Employment Equity Act, 1998 as amended; and
11.3.2 the Employee shall have no claim arising from any alleged unfair dismissal, any
alleged automatically unfair dismissal, any alleged constructive dismissal, any al-
leged unfair labour practice, any alleged unfair discrimination and/or any alleged
breach of contract; and
11.3.3 the Employee shall have no claim for any amount or benefit not expressly set out in
this Agreement.

11.4 The Parties agree that this clause 11 constitutes a material term of this Agreement.

12. CONFIDENTIALITY

12.1 It is a material term of this Agreement that the Parties maintain the confidentiality of the con-
tents of this Agreement. The Parties therefore agree not to disclose the terms hereof to any
third party (other than to their legal representatives) in the absence of the written permission
of the other Party, save where such disclosure is required in law and/or in order to enforce
the provisions of this Agreement.

12.2 The Parties further agree that maintaining the confidentiality of all Confidential Information on
the part of the Employee, is a material term of this Agreement.

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12.3 The Employee agrees that he shall remain bound by the confidentiality obligations contained
in his contract of employment and to which he is bound in terms of the common law and this
Agreement, and he therefore undertakes that he shall not disclose or release in any manner,
any of the Company’s confidential and/or proprietary information to any third parties after the
Termination Date in breach of such obligations. The Parties agree that this is a material term
of this Agreement and that the Company regards this of the utmost importance in this em-
ployment relationship.

12.4 All notes, memoranda and records made by the Employee relating to the business or dealings
of the Company and/or its subsidiaries shall be and remain the property of the Company to
whose business he related and shall be delivered by the Employee to Tramayne Monaghan /
Samantha Modena.

12.5 The Employee undertakes not to, either directly or indirectly: -

12.5.1 disclose confidential information to any person or persons (except as required by

law);

12.5.2 use for his own purposes or for any purposes other than those of the Company,
any confidential information in the employee’s possession or within the employee’s
knowledge;

12.5.3 through any failure to exercise all due care and diligence cause any unauthorised
disclosure of confidential information;

12.6 The provisions of clauses 12.1 to 12.5 of this clause shall apply to the Confidential Information
of each and every company forming part of the Company and its subsidiaries which the Em-
ployee may have received or obtained while in the service of the Company.

12.7 The Employee agrees not to be involved to the prejudice of the Company and/ or of any of
the Company’s affiliates in any dispute between employees or former employees of the Com-
pany and / or of the Company’s affiliates. This involvement includes but is not limited to ad-
vising employees on disputes.

13. REPUTATION

13.1 The Employee undertakes that he shall not damage the good name and reputation of any of
the Company and/or its subsidiaries or that of any of their directors, officers, employees,
agents or shareholders in the market place or to any third party, which includes an undertaking

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not to disparage, criticise, compromise, deride or otherwise discredit, by means of public

statements or in any other manner, any of the Company and/or its subsidiaries or any of their
directors, officers, employees, agents or shareholders.

13.2 The Employee undertakes further that he shall not make any statements, whether publicly or
privately, in which the working methods, capabilities, competence or abilities of the Company
and/or its subsidiaries and/or any of their directors, officers, employees, agents or
shareholders are disparaged, criticised, compromised, derided or otherwise discredited.

13.3 The Parties agree that this clause 13 constitutes a material term of this Agreement.

14. RETIREMENT, GROUP LIFE BENEFITS AND MEDICAL AID FUND

14.1 The Company will take all reasonable steps to assist the Employee in taking the necessary
steps to ensure that the Employee's retirement fund benefit is paid out or transferred in terms
of the rules of the Retirement Fund.

14.2 As per clause 6, the Employee’s medical aid allowance will be paid as per normal for the
month of July and August 2020 whereafter no further medical aid payments will be made by
the Company (ie as of end August 2020). As from 1 August 2020, the Employee will need to
move onto his own pension fund and risk benefits scheme as per the scheme rules of the
Sanlam Company Pension Fund.

15. DOMICILIUM CITANDI ET EXECUTANDI

15.1 The Parties choose as their domicilia citandi et executandi for all purposes under this Agree-
ment, whether in respect of court process, notices or other documents or communications of
whatsoever nature (including the exercise of any option), the following addresses:

15.1.1 EMPLOYER: Tencent Africa Services Pty Ltd

31 Heerengracht Street
2nd Floor, Pier Place
Cape Town
8000
Email: legal@tencent.co.za / hr@tencent.co.za

EMPLOYEE: Aléz Odendaal

19 Carstens Street
Chudleigh Court
Tamboerskloof

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Cape Town
Contact: +27 71 597 2897
Email: alezodendaal@gmail.com

15.2 Any notice or communication required or permitted to be given in terms of this Agreement
shall be valid and effective only if in writing and if delivered by hand to the physical address
listed by the Parties.

15.3 Any Party may by notice to the other Party change its chosen address to another physical
address in the Republic of South Africa and such change shall take effect on the seventh day
after the date of receipt of the notice.

16. GENERAL

16.1 This Agreement constitutes the entire agreement between the Parties and no representations,
terms, conditions or warranties not contained in this Agreement shall be binding upon the
Parties.

16.2 No agreement varying, adding to, deleting from or cancelling this Agreement shall be effective
unless reduced to writing and signed by or on behalf of the Parties.

16.3 No relaxation by a Party of any such Party's rights in terms of this Agreement shall prejudice
it or be a waiver of its rights (unless it is a written waiver) and the Parties shall be entitled to
exercise their rights thereafter as if such relaxation had not taken place.

16.4 No party may cede its rights or delegate or assign any of its obligations in terms of this Agree-
ment without the prior written consent of the other Party, provided that the Company may
cede its rights and delegate its obligations to any of its affiliates without written consent.

16.5 Each of the Parties hereby respectively agrees and acknowledges that:

16.5.1 it has been free to secure independent legal advice as to the nature and effect of
each provision of this Agreement and that it has either taken such independent
legal advice or has dispensed with the necessity of doing so; and

16.5.2 each provision of this Agreement is fair and reasonable in all the circumstances
and is part of the overall intention of the Parties in connection with this Agreement.

16.6 Each of the Parties undertakes at all times to do all such things, perform all such acts and
take all such steps, and to procure the doing of all such things, within its power and control,

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as may be open to it and necessary for and incidental to the putting into effect or maintenance
of the terms, conditions and import of this Agreement.

16.7 This Agreement may be executed in counterparts, each of which shall be deemed to be an
original and which together shall constitute one and the same agreement.

Annexure 1: Calculation Sheet

Payments
1. Accrued Annual leave pay R18 920,00
• calculated up to agreed termination date of 15 August
2020
• this is a gross pre-tax amount and subject to Income tax
deduction; and

2. Notice Pay for August 2020 R20 000,00

• as per contract of employment;
• this is a gross pre-tax amount and subject to Income Tax
deduction; and

3. Lump Sum voluntary severance payment (ito sec. 41(2) of R120 000,00
the BCEA)
• calculated on 3 months payment;
• this is a gross pre-tax amount and may be subject to
Income Tax deduction according to Tax Directive
4. Gross (pre-tax) total R158 920,00

5. Tax Deductions As directed by

SARS

SIGNED AT Cape Town on THIS 20th DAY OF July 2020

_____________________________________________
Tramayne Monaghan
Chief Financial Officer

I, Aléz Odendaal, the undersigned, do hereby accept the voluntary retrenchment and severance
agreement entered into with Tencent Africa Services (Pty) Ltd, subject to the above terms.

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Aléz Odendaal
Date: ………….. July 2020

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